/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/200812.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, August 12, 2020, Vol. 24, No. 224 Headlines 10827 STUDEBAKER: Sept. 17 Plan Confirmation Hearing Set 305 EAST 61ST: Trustee's $3M Sale of New York Property Approved 402-420 METROPOLITAN: Aug. 12 Disclosure Statement Hearing Set 402-420 METROPOLITAN: Unsecureds to Receive Full Payment in Plan 41-23 HAIGHT STREET: Committee Seeks Approval to Hire Legal Counsel ADT INC: S&P Rates New $750MM First-Lien Notes 'BB-' AKORN INC: Aug. 20 Plan Confirmation Hearing Set ALL IN JETS: Voluntary Chapter 11 Case Summary ALLIED FINANCIAL: $119K Sale of Barrio Sabana Property Approved AMC ENTERTAINMENT: S&P Raises ICR to 'CCC+' on Debt Exchange AMERICAN INDUSTRIES: Unsecureds to be Paid in Full over 6 Years AMPLE HILLS: Founders Depart Weeks After Bankruptcy Sale ANTHONY NICOLAUS: IRS Loses Bid to Collect $93K Penalty AP FRAMING: Case Summary & 20 Largest Unsecured Creditors ARCHDIOCESE OF NEW ORLEANS: Abuse Victims Seek Case Dismissal ASHBURY HOLDINGS: Case Summary & 3 Unsecured Creditors AVANTOR INC: S&P Assigns 'BB-' ICR; Outlook Positive B2B TECH: Plan to be Funded by Continued Business Operations BALL CORP: Moody's Rates New $1BB Unsecured Notes Due 2030 'Ba1' BARFLY VENTURES: HopCat Louisville Permanently Closes BARKATH PROPERTIES: Tenant Buying Waukegan Property for $100K BAUMANN & SONS: Process to Ask Approval of Transpo Assets Sale OK'd BAUMANN & SONS: Public Sales of Transportation Assets Approved BLUESTEM BRANDS: Gets Court OK for $250M Bankruptcy Sale BRETON L. MORGAN: Unsecureds to be Paid in Full With 2.59% Interest BRIGGS & STRATTON: U.S. Trustee Appoints Creditors' Committee BURNINDAYLIGHT LLC: $535K Sale of Everett Property to Olsons Denied CALIFORNIA PIZZA: S&P Rates DIP Financing Facilities 'B' CAMBRIAN HOLDING: Jackson Kelly Updates on Multiple Entities CASCADES OF GROVELAND: Sept. 10 Plan & Disclosure Hearing Set CCC LOT 2: Unsecured Creditors to Split with $7,500 in Plan CDW LLC: Moody's Rates Proposed Senior Unsecured Notes 'Ba2' CEC DEVELOPMENT: Creditors to Get Paid by Asset Sale Proceeds CENTRIC BRANDS: Sept. 17 Plan Confirmation Hearing Set CHRISTOPHER G. COMBS: Plan & Disclosures Approved by Judge CLEARWATER PAPER: Moody's Rates New $275MM Unsecured Notes 'Ba3' CLEARWATER PAPER: S&P Alters Outlook to Stable, Affirms 'BB-' ICR CROSSPLEX VILLAGE: Voluntary Chapter 11 Case Summary CTI BIOPHARMA: Incurs $14 Million Net Loss in Second Quarter DAVITA INC: S&P Rates New $1.5BB Senior Unsecured Notes 'B+' DELUXE ENTERTAINMENT: Sells Media Localization Arm to Platinum DESIGN REFRIGERATION: Aug. 13 Disclosure Statement Hearing Set DESIGN REFRIGERATION: Unsecureds to Have 10% Recovery over 5 Years EDGE INDUSTRIAL: S&P Lowers 2017B Revenue Bond Rating to 'BB' ELLIE MAE INC: S&P Places 'B-' Long-Term ICR on Watch Positive ENDOLOGIX INC: Starts Ch. 11 Process, Enters Deal With Deerfield ENGUITY TECHNOLOGY: Court Conditionally Approves Disclosures EXIDE HOLDINGS: $178.6M Sale of All Assets to Battery BidCo Okayed FAIRWAY GROUP: Unsecured Creditors to Recover 1.0%-1.5% in Plan FALLS EVENT: Trustee's Auction of Houston Property Approved FIELDWOOD ENERGY: Phelps Dunbar Represents Linear, A-Port FIRST FLORIDA: Disclosure Hearing Continued to Sept. 2 FIZZ & BUBBLE: Unsecured Creditors to Have 3% Recovery in Plan FORUM ENERGY: Has $5M Q2 Loss; Closes Exchange Offer FOX VALLEY PRO: Court Approves Disclosure Statement G-STAR RAW: Files for Chapter 11 Bankruptcy Protection GLOBAL EAGLE: U.S. Trustee Appoints Creditors' Committee GNC HOLDINGS: Cross, Nixon Represent Fresco, National Independent GO WIRELESS: S&P Affirms 'B' ICR; Ratings Off Watch Negative GODADDY OPERATING: S&P Rates $750MM Add-On First-LienTerm Loan 'BB' GOODNO'S JEWELRY: U.S. Trustee Objects to Plan & Disclosure HAGUE TEXTILES: UST Objects to Disclosure Statement HAIR CUTTERY: Reopens Salons After Bankruptcy Sale HEART CONSULTANTS: Hires Comprehensive Business as Accountant HEARTS AND HANDS: Court Confirms Chapter 11 Plan HELIUS MEDICAL: Reports Preliminary Q2 Financial Results HENDRIX SCHENCK: Franzos Buying Jamaica Property for $450K HENDRIX SCHENCK: Viola Buying Brooklyn Property for $420K HERSCHEND ENTERTAINMENT: Moody's Assigns B3 CFR, Outlook Stable HILL CONCRETE: Aug. 26 Plan Confirmation Hearing Set HOOK UP CELLULAR: Has Until Sept. 8 to File Plan & Disclosures HOTEL OXYGEN: Amazing Buying Wyndham Property for $2.3 Million HUDSON RIVER TRADING: Moody's Assigns Ba1 CFR, Outlook Stable HUSCH & HUSCH: Unsecureds Will be Paid in Full in Plan INTERSTATE FIRE: Proposes an Auction of Personal Property J & K LOGGING: Unsecureds Will Get 50% of Net Profit J. HILBURN: Amended Plan of Reorganization Confirmed by Judge J.C. PENNEY: DIP Lenders to Decide on Winning Bid Today J.C. PENNEY: Permanently Closes Poughkeepsie Galleria Location JASON INDUSTRIES: Aug. 17 Plan & Disclosure Hearing Set JEROME S. HEYWARD: Aug. 12 Hearing on $625K Sale of Charleston Home JONES LEASE: I-80 Equipment to Have 5% Recovery Under Plan KRISTAL C. OWENS: $237K Sale of Wilkinsburg Property Confirmed LADDER CAPITAL: S&P Affirms 'BB-' ICR; Ratings Off Watch Negative LAKELAND TOURS: Arnold & Porter Updates on Equity Holders LEVEL 3 FINANCING: S&P Rates New $840MM Senior Unsecured Notes 'BB' LIVEXLIVE MEDIA: Q1 Fiscal 2021 Revenue Increased 11% to $10.5M LUCKY BRAND: Court Approves $15.6M DIP Loan LUXURY DINING: Files for Bankruptcy Protection MAINES PAPER: Wants Plan Confirmation Hearing Set to Sept. 3 MARTIN MIDSTREAM: 92.1% of 7.25% Unsecured Notes Validly Tendered MCCLATCHY CO: $312M Sale of All Assets to SIJ Holdings Approved MEDCOAST MEDSERVICE: IRS Objects to Disclosure Statement MEDCOAST MEDSERVICE: Trustee Questions Winn Plan MELINTA THERAPEUTICS: Judge Finds No Vote Fraud in Its Ch. 11 Plan MEMPHIS SPINE: Court Confirms Reorganization Plan MEYZEN FAMILY: Trustee Sets Bidding Procedures for All Assets MGIC INVESTMENT: S&P Rates $550MM Senior Unsecured Notes 'BB+' MICHAEL F. RUPPE: Selling 2 Wharton Properties for $745K MILFORD REGIONAL MEDICAL: S&P Alters Bond Rating Outlook to Stable MODERN RADIOLOGY: Plan & Disclosures Deadline Extended by 120 Days MOST CHOICE: Unsec. Creditors to Receive Full Payment Over 5 Years MY2011 GRAND: Creditors to be Paid in Full From Refinance Proceeds NAI CAPITAL: Robert Scullin Objects to Disclosure Statement NAVISTAR INTERNATIONAL: S&P Raises Senior Secured Debt Rating to B+ NEIMAN MARCUS: Seeks Court Nod to Close 17 Last Call Stores NESCO HOLDINGS: Incurs $13.2 Million Net Loss in Second Quarter NINE ENERGY: Incurs $24.2 Million Net Loss in Second Quarter NOSCE TE IPSUM: Plan & Disclosures Due Aug. 11, 2020 NPC INT'L: Pizza Hut May Object to Plan of Main Franchisee NPC INTERNATIONAL: Hoffman Represents Dun Rite, Nashway O'LINN SECURITY: Class 6 Unsecureds to Receive $90K in Amended Plan OHIO RIVER LABORATORY: Plan to be Funded by Future Business Income OLMOS COMPANIES: Olmos Equipment Objects to Disclosure Statement OMAGINE INC: Creditors to Get Paid from Oman Litigation Proceeds ONEWEB GLOBAL: UK Purchase Could Spoil Astronomy OPTION CARE: S&P Alters Outlook to Positive, Affirms 'B-' ICR PAPARDELLE 1068: Unsecureds to be Paid in Full in Plan PARLIAMENT PARTNERS: Files for Chapter 11 Protection PATRICK INDUSTRIES: S&P Affirms 'BB-' ICR; Ratings Off CreditWatch PATRIOT WELL: U.S. Trustee Appoints Creditors' Committee PBF LOGISTICS: Fitch Affirms BB- LongTerm IDR, Outlook Negative PENSAR ACADEMY: S&P Rates 2020 Education Revenue Bonds 'BB-' PERMCLIP PRODUCTS: CIR Electrical Objects to Disclosure Statement PERMCLIP PRODUCTS: U.S. Trustee Objects to Plan & Disclosure PG&E CORP: Wildfire Victims Bid to Review Votes Denied PIER 1 IMPORTS: Buyer to Launch E-Commerce Biz. This Month PRECISION HOTEL: Plan to be Funded by Continued Business Operations PROTEUS DIGITAL: Morris James Represents Equity Security Holders PSYCHAMERICA BEHAVIORAL: Sept. 8 Plan & Disclosure Hearing Set QUORUM HEALTH: Joint Prepackaged Plan Confirmed by Judge RADIO CANTICO: Unsecured Creditors to Get 5% Dividend in Plan REMINGTON OUTDOOR: U.S. Trustee Appoints Creditors' Committee RENAISSANCE HEALTH: Unsecureds to Get $25,000 From GDS Sale REVLON CONSUMER: Incurs $125.2 Million Net Loss in Second Quarter RIDER UNIVERSITY: S&P Cuts Bond Rating to 'BB+'; Outlook Negative ROCKPORT DEV'T: Stipulation on Property Sale Proceeds Division OK'd ROMANS HOUSE: Unsecureds To Be Paid $990K for 5 Years S.A. SPECIALTIES: Court Confirms Reorganization Plan SAMHA FOODS: Bluevine and Quicksilver Tagged as Unsecureds SAN LUIS & RIO GRANDE RAILROAD: Receivership to Move Forward SERENTE SPA: Court Conditionally Approves Disclosure Statement SIMBECK INC: Sept. 28 Deadline to File Disclosures and Plan SIMPLY ESSENTIALS: Case Summary & 25 Largest Unsecured Creditors SONADOR CAPITAL: U.S. Trustee Unable to Appoint Committee STAGE STORES: Court Approves Disclosure Statement STAND-UP MIDAMERICA: Case Summary & 14 Unsecured Creditors STANFORD JONES: ServisFirst Objects to Disclosure Statement STAR PETROLEUM: Files Supplement to Disclosure Statement STONE OAK MEMORY: Aug. 12 Plan Confirmation Hearing Set SUPERIOR ENERGY: Incurs $65.1 Million Net Loss in Second Quarter SUPERIOR ENERGY: SESI Inks 4th Amendment to JPMorgan Credit Pact SWEET MOO'S: U.S. Trustee Unable to Appoint Committee T&E CO: Files for Chapter 7 Bankruptcy TATUADO HOSPITALITY: Unsecureds to be Paid 1% to 2% in Plan TATUADO HOSPITALITY: Unsecureds to Have 1% to 2% Recovery in Plan TECHNIPLAS LLC: Rever Plastics Purchases Ankeny Plant TOLEDO TOWN: Aug. 25 Disclosure Statement Hearing Set TOLEDO TOWN: Unsecured Creditors to Receive 100% in Plan TOP GUN AG: Files for Chapter 12 Bankruptcy TRANSCARE CORP: $41.8M Judgment Entered vs. Tilton TRANSOCEAN LTD: S&P Lowers ICR to 'SD' on Distressed Exchange TRI-POINT OIL: Cigna Health Objects to Disclosure Motion TRIUMPH GROUP: Prices $700M Offering of Senior Secured Notes TRIUMPH GROUP: S&P Lowers Rating on New First-Lien Notes to 'B-' TUESDAY MORNING: Secures $25M Commitment from B. Riley UNITED METHODIST: CMS Objects to Amended Disclosure Statement UNITED METHODIST: RehabCare Objects to Disclosure Statement US CELLULAR: Fitch Rates New Senior Unsecured Notes 'BB+/RR4' US CELLULAR: Moody's Rates Proposed Sr. Unsecured Notes 'Ba1' VERITAS BERMUDA: Moody's Rates Proposed Senior Secured Notes 'B2' VERITY HEALTH: Aug. 12 Plan Confirmation Hearing Set VISTA PROPPANTS: Unsec. Creditors to Receive Nothing in Joint Plan VIVUS INC: Files for Chapter 11 to Sell to Icahn WESTWIND MANOR: Sells Lakota Canyon Golf Course for $1.5M WHITE BIRCH: Unsecureds CReditors Will Get 1.18% Dividend in Plan WINDSTREAM HOLDINGS: S&P Assigns 'B-' ICR on Bankruptcy Emergence WIS HOLDING: Court Approves $7M Inventory Auditors’ Wage Deal WISE ESPRESSO: Aug. 12 Plan Confirmation Hearing Set WMG ACQUISITION: S&P Rates $550MM Senior Secured Notes 'BB' XENIA HOTELS: Moody's Assigns 'B1' CFR, Outlook Negative [*] CARES Act Questions for Distribution, Manufacturing & Retail [*] Commercial Chapter 11 Filings Rose 43% in June From Last Year [*] More Than 170 Large Law Firms Got PPP Loans [*] PPP Loan Rules Clarified for Boat Operators/Owners [*] Retailers Attempting to Pull High-Wire Act During Pandemic [*] SBR Act Provides Opportunity for Small Businesses ********* 10827 STUDEBAKER: Sept. 17 Plan Confirmation Hearing Set -------------------------------------------------------- Debtor 10827 Studebaker LLC, a California limited liability company, filed the First Amended Disclosure Statement describing First Amended First Amended Plan of Reorganization dated July 7, 2020. The hearing where the Court will determine whether to confirm the Plan will take place on Sept. 17, 2020 at 10:30 a.m., in Courtroom 5A, located at 411 West 4th Street, Santa Ana, CA 92701. In order to mitigate the spread of the COVID-19 virus, this hearing will be conducted by Telephone Appearance Only. Ballots must be physically received by SulmeyerKupetz no later than 5:00 p.m., Pacific Time, on Aug. 17, 2020, or it will not be counted. The ballot can also be emailed to Steven F. Werth at swerth@sulmeyerlaw.com, again provided it is received by that same deadline. Objections to confirmation of the Plan must be filed with the Court, and served on Steven F. Werth, SulmeyerKupetz, 333 South Grand Avenue, Suite 3400, Los Angeles, California 90071, fax: (213) 629-4520; email: swerth@sulmeyerlaw.com, no later than August 17, 2020. A full-text copy of the First Amended Disclosure Statement and Plan dated July 7, 2020, is available at https://tinyurl.com/yasvgn2z from PacerMonitor at no charge. The Debtor is represented by: Alan G. Tippie Steven F. Werth SulmeyerKupetz, A Professional Corporation 333 South Grand Avenue, Suite 3400 Los Angeles, California 90071 Telephone: 213.626.2311 Facsimile: 213.629.4520 E-mail: atippie@sulmeyerlaw.com swerth@sulmeyerlaw.com About 10827 Studebaker 10827 Studebaker LLC, which is primarily engaged in renting and leasing real estate properties, sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-13242) on Aug. 21, 2019. The petition was signed by Robert Clippinger, authorized representative. The Debtor was estimated to have assets and liabilities of $1 million to $10 million as of the bankruptcy filing. Judge Erithe A. Smith oversees the case. SulmeyerKupetz is the Debtor's legal counsel. 305 EAST 61ST: Trustee's $3M Sale of New York Property Approved --------------------------------------------------------------- Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York authorized Kenneth P. Silverman, the Chapter 11 Trustee of 305 East 61st Street Group, LLC, to sell the real property known as and located at 305 East 61St Street, New York, New York to 305 E 61St Street Lender, LLC for $3 million. A hearing on the Motion was on July 16, 2020. A hearing was also held on July 23, 2020 for the specific purpose of issuing bench ruling with regard to the Motion's request for relief related to the Spa Sublease and the Spa Objection. The Spa Objection is overruled. The sale of the Property pursuant to the Bidding Procedures Order will be free and clear of all liens, claims, interests and encumbrances of any kind or nature, including but not limited to, any and all of the Operating Agreement Ownership Interests, the Marks Leases and the Spa Sublease. Upon the closing of the sale of the Property, the Spa is not entitled to any possessory interests in, or rights to, the Property. About 305 East 61st Street Group Based in New York, 305 East 61st Street Group LLC, a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)), filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19-11911) on June 10, 2019. At the time of filing, the Debtor was estimated to have assets and debt of $10 million to $50 million. The case is assigned to Hon. Sean H. Lane. The Debtor's counsel is Robert J. Spence, Esq., at Spence Law Office, P.C., in Roslyn, New York. The Debtor's accountant is Singer & Falk. 402-420 METROPOLITAN: Aug. 12 Disclosure Statement Hearing Set -------------------------------------------------------------- Judge Carla E. Craig has entered an order within which the hearing to consider approval of the proposed disclosure statement of Debtor 402-420 Metropolitan Ave LLC will be held on August 12, 2020 at 2:30 p.m. A copy of the order dated July 2, 2020, is available at https://tinyurl.com/ya6wkfol from PacerMonitor at no charge. About 402-420 Metropolitan 402-420 Metropolitan Ave LLC is engaged in activities related to real estate. 402-420 Metropolitan filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 20-41810) on April 1, 2020. At the time of filing, the Debtor disclosed $28,906,850 in total assets and $29,110,233 in total liabilities. Kevin J. Nash, Esq., of GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP, is the Debtor's counsel. 402-420 METROPOLITAN: Unsecureds to Receive Full Payment in Plan ---------------------------------------------------------------- 402-420 Metropolitan Ave LLC filed with the U.S. Bankruptcy Court for the Eastern District of New York a Chapter 11 Plan of Reorganization and a Disclosure Statement on July 3, 2020. Allowed Class 4 General Unsecured Claims of the Debtor's legal, environmental, design and architectural professionals, brokers, and other service providers are projected to total approximately $1,348,128 after final reconciliation, negotiations and adjustment. Allowed Class 4 Claims will be paid in full on the Effective Date, or upon such terms as the Debtor and a particular Class 4 General Unsecured Creditor will agree. Class 4A – General Unsecured Claims of Investors are comprised of claims held by 1270 44th Holdings LLC and Yoel Hershkowitz (collectively, the "Investors"), totaling $2,640,000, are subject to certain equity conversion rights. In the first instance, the Investors will have the right, at their exclusive option, to become an equity holder in the Designee as the Reorganized Debtor. If the Investors do not timely exercise their Conversion Option within the Option Period, then in such event, the Investors' Class 4 General Unsecured Claims will be paid in full by the Designee as the Reorganized Debtor over a period of one year. Class 5 Equity Interests (the membership trust holding the Debtor's prepetition Equity Interest) will be deemed canceled and revoked in favor of the establishment of a new membership structure in the Designee as the Reorganized Debtor. The new members will include Joseph Banda as managing member, Elido Torres, and Yoel Hershkowitz if he exercises the Conversion Option. The precise makeup of the new members may change over time, except that Joseph Banda will, at all times, remain the managing member of the Reorganized Debtor in deference to his wide experience as a real estate developer. The Debtor and its investors have already contributed more than $3 million toward the transactions and are committed to investing another $8.5 million in new capital. This new equity, combined with the acquisition financing from Bank of Princeton, will be sufficient to close the transactions. On the Effective Date, the Debtor will convene a simultaneous joint closing with each of the respective sellers (Fee and Air Rights) and lenders (Bank of Princeton and BridgeCity). The closing will be conducted in accordance with the Settlement Stipulation, the Fee Contract and the Revised Air Rights Contract. As of the Effective Date, the Fee Contract and the Revised Air Rights Contract shall each be assumed, and simultaneously assigned to the Debtor's designee, 420 Metro LLC (the "Designee"), as the Reorganized Debtor. The assignment to a designee is being done to facilitate receipt of the Exit Financing by a bankruptcy remote entity. The Debtor's efforts to finalize the Exit Facility remain fluid and ongoing, but will be completed prior to the Confirmation Hearing. By the virtue of Confirmation of the Plan, the Debtor will be authorized to enter into the Exit Facility, to pay (i) the balances due under the respective Fee Contract and Revised Air Rights Contract; (ii) Allowed Claims of Creditors; and (iii) Allowed Professional Fees and U.S. Trustee Fees. A full-text copy of the Disclosure Statement dated July 3, 2020, is available at https://tinyurl.com/y89a5hno from PacerMonitor at no charge. Attorneys for the Debtor: GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 1501 Broadway, 21st Floor New York, NY 10036 Kevin J. Nash, Esq. About 402-420 Metropolitan 402-420 Metropolitan Ave LLC is engaged in activities related to real estate. 402-420 Metropolitan filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 20-41810) on April 1, 2020. At the time of filing, the Debtor disclosed $28,906,850 in total assets and $29,110,233 in total liabilities. Kevin J. Nash, Esq., of GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP, is the Debtor's counsel. 41-23 HAIGHT STREET: Committee Seeks Approval to Hire Legal Counsel ------------------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 case of 41-23 Haight Street Realty, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Gleichenhaus, Marchese & Weishaar, PC as its legal counsel. The firm will render the following services to the committee: (a) representing the committee in consultations regarding the administration of the case; (b) assisting the committee in analyzing Debtor's assets and liabilities, investigating the extent and validity of liens or other interests in Debtor's property, and participating in and reviewing any proposed asset sales, dispositions, financing arrangements and cash collateral stipulations or proceedings; (c) reviewing and analyzing all legal papers filed with the court; (d) preparing legal papers on behalf of the committee; (e) representing the committee at hearings held before the court and communicating with the committee regarding the issues raised as well as the decisions of the court; (f) representing the committee in connection with any litigation, disputes, or other matters that may arise in connection with the case; (g) representing the committee in any manner relevant to reviewing and determining the rights and obligations under leases and other executory contracts; (h) assisting the committee in investigating the acts, conduct, assets, liabilities, financial condition and operations of Debtor; (i) assisting the committee in the negotiation, formulation and drafting of a plan of liquidation or reorganization; (j) advising the committee regarding its powers and duties under the Bankruptcy Code and the Bankruptcy Rules; and (k) assisting the committee in the evaluation of claims and other litigation matters, including avoidance actions. The hourly rates charged by the firm's attorneys and paralegals are as follows: Partners $300 - $375 Associates $195 - $275 Paralegals $140 - $175 Scott Bogucki, Esq., a partner at Gleichenhaus, 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: Scott J. Bogucki, Esq. Gleichenhaus, Marchese & Weishaar, PC 43 Court Street, Suite 930 Buffalo, NY 14202 Telephone: (716) 845-6446 Facsimile: (716) 845-6475 Email: sbogucki@gmwlawyers.com About 41-23 Haight Street Realty 41-23 Haight Street Realty, Inc. is a single asset real estate (as defined in 11 U.S.C. Section 101(51B). On June 4, 2019, an involuntary Chapter 11 petition (Bankr. E.D.N.Y. Case No. 19-43441) was filed against 41-23 Haight Street Realty, Inc. by petitioning creditors, Wen Mei Wang, Xian Kang Zhang, and Yu Qing Wang. Judge Nancy Hershey Lord oversees the case. Victor Tsai, Esq., is Debtor's legal counsel. On Aug. 12, 2019, the court appointed Gregory Messer as Chapter 11 trustee for Debtor's estate. The trustee is represented by LaMonica Herbst & Maniscalco, LLP. On July 17, 2020, the Office of the U.S. Trustee appointed a committee of unsecured creditors. Gleichenhaus, Marchese & Weishaar, PC serves as the committee's legal counsel. ADT INC: S&P Rates New $750MM First-Lien Notes 'BB-' ---------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '2' recovery rating to the U.S.-based alarm monitoring company ADT Inc.'s proposed $750 million first-lien notes. The '2' recovery rating indicates S&P's expectation for substantial recovery (70%-90%; rounded estimate: 70%) in the event of a payment default. ADT intends to use the net proceeds from the new first-lien notes to refinance $750 million of its $1 billion outstanding under its existing 6.25% first-lien notes maturing in 2021 and transaction expenses. The transaction is generally leverage neutral but extends its weighted average debt maturity to 5.9 from 5.4 years. Prime Security Services Borrower LLC is the issuer of the new first lien notes. The notes rank senior to existing and future unsecured indebtedness as it relates to its senior security interest in substantially all of the existing and future assets of the company's domestic subsidiaries. S&P's 'B+' issuer credit rating on ADT reflects the company's substantial scale and the strength of the ADT brand, financial policy risk as Apollo (the financial sponsor) continues to hold more than 75% of common stock, and increased competition in the core residential alarm-monitoring market from multiservice operators, and the rise of do-it-yourself (DIY) offerings from smart-home providers such as Amazon.com. However, S&P believes the company's recent partnership with Google could provide good cross-selling tailwinds to the DIY end-market over the next 12 to 24 months. Nevertheless, ADT's credit measures will likely remain as in line with previous estimates given Apollo's controlling ownership and aggressive financial policy. "The stable outlook reflects our expectation that ADT's operating performance will remain steady as it reduces customer churn, broadens its home automation solutions and services, and expands its commercial and DIY businesses. We forecast free operating cash flow to debt in the low- to mid-single-digit percentage area over the next 12 months, despite a challenging and choppy macroeconomic environment stemming from the COVID-19 pandemic given the company's prioritization of customer acquisition efficiency and customer retention," S&P said. AKORN INC: Aug. 20 Plan Confirmation Hearing Set ------------------------------------------------ Akorn, Inc. and Its Debtor Affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a motion for entry of an order approving the Disclosure Statement for Joint Chapter 11 Plan. On July 2, 2020, Judge Karen B. Owens granted the motion and ordered that: * The Disclosure Statement is approved as providing Holders of Claims and Interests entitled to vote on the Plan with adequate information to make an informed decision as to whether to vote to accept or reject the Plan in accordance with section 1125(a)(1) of the Bankruptcy Code. * The Disclosure Statement provides Holders of Claim or Interests, and other parties in interest with sufficient notice of the injunction, exculpation, and release provisions contained in Article VIII of the Plan, in satisfaction of the requirements of Bankruptcy Rule 3016(c). * Aug. 14, 2020, at 5:00 p.m. is fixed as the last day to submit all ballots to be counted as vote. * Aug. 14, 2020, at 4:00 p.m. is fixed as the last day to file objections to confirmation of the Plan. * Two business days prior to the Confirmation Hearing is the Deadline to File Confirmation Brief and Confirmation Objection Reply/Statements in Support of Confirmation. * Aug. 20, 2020 at 1:00 p.m. is the Confirmation Hearing. A copy of the order dated July 2, 2020, is available at https://tinyurl.com/yc7ktlw7 from PacerMonitor at no charge. About Akorn Inc. Akorn, Inc. (Nasdaq: AKRX) -- http://www.akorn.com/-- is a specialty pharmaceutical company that develops, manufactures, and markets generic and branded prescription pharmaceuticals, branded as well as private-label over-the-counter consumer health products, and animal health pharmaceuticals. Akorn is headquartered in Lake Forest, Illinois, and maintains a global manufacturing presence, with pharmaceutical manufacturing facilities located in Illinois, New Jersey, New York, Switzerland, and India. Akorn, Inc., and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11178) on May 20, 2020. As of March 31, 2020, the Debtors disclosed total assets of $1,032,275,000 and total liabilities of $1,051,769,000. The cases are assigned to Judge John T. Dorsey. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their general bankruptcy counsel. Richards, Layton & Finger, P.A., is the Debtors' local counsel. AlixPartners, LLP, serves as the Debtors' restructuring advisor, and PJT Partners LP is the financial advisor and investment banker. Kurtzman Carson Consultants, LLC, is the notice and claims agent. ALL IN JETS: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: All In Jets, LLC d/b/a Jet Ready 655 Madison Avenue, 20th Floor New York, NY 10065 Business Description: All In Jets, LLC -- https://www.flyjetready.com -- is a private jet charter operator and aircraft management company offering flights worldwide with a floating charter fleet of heavy to midsize jets including Gulfstream GIVSPs, Gulfstream GIVs, Challenger 601s and Hawker 800 models. Chapter 11 Petition Date: August 9, 2020 Court: United States Bankruptcy Court Southern District of New York Case No.: 20-11831 Judge: Hon. Michael E. Wiles Debtor's Counsel: Jennifer C. McEntee, Esq. CIARDI CIARDI & ASTIN One Commerce Square 2005 Market Street, Suite 3500 Philadelphia, PA 19103 Tel: 215-557-3550 E-mail: jcranston@ciardilaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Seth Bernstein, member. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/85QVto ALLIED FINANCIAL: $119K Sale of Barrio Sabana Property Approved --------------------------------------------------------------- Allied Financial, Inc., asks the U.S. Bankruptcy Court for the District of Puerto Rico to authorize the sale of the lot of land located at Barrio Sabana Llana de Rio Piedras, San Juan, Puerto Rico, Registered as Property Num. 12306, at page No. 222, of Vol. 1107 in Sabana Llana, San Juan V Property Registry, to Randal Paris for $119,000. The Debtor listed in its Schedules an interest in the Property. The Property has approximately 3,962 square meters. The Debtor listed the Property with a value of $313,000 in its Schedules. The Debtor acquired the Property on Oct. 25, 2011, via Deed of Judicial Sale and Cancelation of Mortgage Note by Notary Public Dianne M. Perez Sebastian. The Appraisal Report, dated June 18, 2020, for the Property shows a value of $119,000. The Debtor has identified Paris as a potential buyer for the Property in the amount of $119,000 pursuant to their Purchase Option Agreement. The Debtor received from Purchaser a check in the amount of $12,000 as a good faith deposit under the purchase option, which will be applied to the purchase price at the closing if the Purchaser exercises the option and buys the property as per the terms and conditions of the agreement. The Purchase Option Agreement will expire 90 days from the date of the agreement or 10 days from the date the sale is approved by the Bankruptcy Court, whichever is later. The Property, as of the date, has property tax debt, in the total amount of $ 24,627. Any amounts owed to CRIM will be paid first with the proceeds of the sale. All proceeds from the sale of the Property will be used to fund the proposed Plan of Reorganization and providing payment to creditors. The Detail of Proceeds and Expenses will be as follows: Sale Price - $119,000, minus payment to CRIM - $24,627, minus Legal Fees, Stamps, and Vouches - $136. The Net Proceeds will be $94,237. The transfer of the Property will be free and clear of lien, and exempt from the payment of taxes, stamps and vouchers, if the transaction for some reason is delayed and takes place under the Plan of Reorganization. Each of the parties to the sale will assume its own payment of expenses under the provisions of the Notary Law of Puerto Rico. There are no common maintenance fees or homeowners' association dues in relation to the property, since such association does not exist. About Allied Financial Allied Financial, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-00180) on Jan. 15, 2016. At the time of the filing, Debtor disclosed total assets of $10.3 million and total debt of $9.14 million. Judge Mildred Caban Flores oversees the case. C. Conde & Assoc. is the Debtor's legal counsel. AMC ENTERTAINMENT: S&P Raises ICR to 'CCC+' on Debt Exchange ------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on Kansas City-based AMC Entertainment Holdings Inc. to 'CCC+' from 'SD' (selective default) and its issue-level rating on the company's remaining subordinated notes to 'CCC-' from 'D'. The upgrade comes after AMC completed an exchange for its subordinated notes that provided its consenting lenders with roughly 70%-75% of par value for the debt they exchanged; S&P views this exchange as distressed. The exchange significantly reduces the company's interest burden over the next 12 to 18 months and provides incremental liquidity with the issuance of $300 million in new debt. S&P believes the exchange reduces the risk of a payment default over the next 12 months but the company's capital structure remains unsustainable. While AMC plans to open its U.S. theaters in August, considerable risk and uncertainty related to this timeline remains. Studios may continue to delay films if the coronavirus pandemic does not show any signs of abating by the end of the month. Furthermore, S&P expects a slow return of box office attendance once theaters are open due to consumers' ongoing health and safety concerns. As a result, cash flow will likely remain negative through the rest of 2020 and into the beginning of 2021. The distressed exchange reduces the risk of a liquidity crisis over the next 12 months, but AMC will still carry a substantially higher debt burden than before the pandemic and will also have significant deferred lease obligations that will have to be paid over the next couple years. S&P believes AMC remains dependent upon favorable business, financial, and economic conditions to meet its financial commitments over the long term. S&P believes AMC has enough liquidity to fund its August re-opening plan, but any further delays or a slower-than-expected return in attendance could significantly reduce its cash runway. AMC currently has enough cash to remain closed for another seven to eight months. However, S&P expects a slow return of theater attendance once theaters re-open and AMC will continue to burn cash, albeit at a lower rate, once its theaters reopen. If AMC has to delay reopening its U.S. theaters beyond the third quarter, it will likely need to secure additional capital to cover its cash burn or risk running out of cash before ramping up to operating at a profitable level. Additionally, the company could require incremental funding if theaters open in August but attendance remains significantly lower than expected due to health concerns or a limited release slate. Incurrence covenants in AMC's bank facility limits incremental secured borrowing to $100 million unless the company gets a waiver or amendment. After that $100 million, S&P believes AMC may be forced to rely on asset sales or equity raises to provide any incremental capital. AMC will likely need to further amend or extend the waiver of the springing covenants on its revolvers. AMC negotiated a waiver to its 6x springing net leverage covenant as part of its $500 million first-lien senior secured notes issuance in April. The waiver lasts through its March 31, 2021, test, and the next test date is effectively June 30, 2021. S&P expects AMC may not be in compliance with its 6x net leverage covenant if it is in effect on that test date. AMC could avoid this covenant test by using available cash to reduce the revolver balance to below 35% usage on that date, but S&P thinks it is more likely that AMC will need to obtain another waiver or refinance its revolver prior to June 30, 2021. Disney shifting Mulan to Premium Video On Demand (PVOD) is a greater risk to exhibitors than AMC's new deal with Universal Studios. AMC recently announced that it has stuck a multiyear deal with Universal to allow films to move to PVOD after only a 17-day window. In exchange, AMC will participate in the PVOD rental fees. While S&P views PVOD as a growing threat to theatrical exhibition, the impact of the AMC-Universal deal will be minor unless the other large exhibitors agree to similar terms. Currently, Universal would have to forgo releasing a film in roughly 75% of U.S. screens (AMC has 25% market share) to use this flexible window as the other exhibitors would continue to hold Universal to the existing 90-day exclusive theatrical release window. S&P believes that Universal will only choose to utilize this option on small budget films that would normally have a limited theater run. In addition, The Walt Disney Co. recently announced that it will release "Mulan" directly to PVOD on its Disney+ platform in the U.S. instead of waiting for theaters to open. Prior to this, Disney had been the biggest supporter of the theatrical distribution model as that model works well for Disney's large tent-pole films. Disney has been very clear that Mulan is a one-time event, but it still provides Disney with a test-case for PVOD on its proprietary platform. It is also the first U.S. test-case for using PVOD, in lieu of a theatrical release, to distribute a large tent-pole film. If Mulan has a successful PVOD launch, it could embolden Disney and other studios to bypass the theaters and increasingly distribute larger films directly to PVOD. S&P would view this scenario as a fundamental change to the competitive position of theaters that would have negative implications for the entire exhibition industry. Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety "We intend to resolve the CreditWatch placement when AMC's theaters open, or if there is an update to the re-opening plan, and we are able to evaluate the levels of attendance and revenue that the company is able to generate over the rest of 2020. We will also continue to evaluate the mechanisms the company plans to use to maintain compliance with its springing net leverage covenant and support its liquidity position over the next 12 months," S&P said. S&P could lower the rating under any of the following scenarios: -- If a resurgence in the coronavirus pandemic significant delays theater re-opening to the point that S&P doesn't expect domestic theaters to open in the third quarter. -- If the company does not proactively extend or modify its covenant waiver, such that S&P expects a covenant violation is likely over the next 12 months. -- If the theaters re-open, but attendance remains substantially below 2019 levels for an extended period and S&P expects the company will burn through its remaining liquidity. -- S&P could affirm the 'CCC+' issuer credit rating if AMC opens its theaters in the third quarter and it expects attendance to ramp-up to at least 50% of normal volume in the first two to three months after opening. AMERICAN INDUSTRIES: Unsecureds to be Paid in Full over 6 Years --------------------------------------------------------------- American Industries, LLC filed with the U.S. Bankruptcy Court for the District of Arizona a Disclosure Statement for the Plan of Reorganization dated July 7, 2020. Class 4 General Unsecured Claims are estimated to be $205,000. Allowed Class 4 Claims will be paid in full over 72 months, based on pro-rata payment of each creditor's percentage of all allowed Class 4 Claims. The Debtor will make such payments, pro-rata, to each holder of an Allowed Class 4 Claim, on or before the 15th day of each month, commencing on the calendar month following the Effective Date. All Equity Interests in the Debtor will be retained and preserved through the Plan. Class 5 claims are unimpaired and not entitled to vote on the Plan. The Plan will be funded from the proceeds of Debtor's operations as augmented from proceeds of the Sale Motion, after payment in full of the Allowed Shepherd’s Finance Claim. From and after the Effective Date, the Debtor shall continue in existence, and will continue its operations. A full-text copy of the Disclosure Statement dated July 7, 2020, is available at https://tinyurl.com/yashdtn8 from PacerMonitor.com at no charge. Counsel to the Debtor: Jonathan P. Ibsen, Esq. Craig P. Cherney, Esq. (AZ Bar No. 027485) CANTERBURY LAW GROUP, LLP 14300 N. Northsight Boulevard, Suite 129 Scottsdale, Arizona 85260 Tel: (480) 240-0040 Fax: (480) 656-5966 About American Industries American Industries, LLC filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 19-10359) on Aug. 16, 2019. Jonathan P. Ibsen, Esq. of CANTERBURY LAW GROUP, LLP, is the Debtor's Counsel. AMPLE HILLS: Founders Depart Weeks After Bankruptcy Sale -------------------------------------------------------- Kevin Duggan, writing for Brooklyn Paper, reports that the husband-and-wife founders of Prospect Heights ice cream maker Ample Hills will leave the company less than a month after the bankrupt creamery sold to Oregonian manufacturing company Schmitt Industries in June, according to a Monday statement. "It is with deep sadness that Brian [Smith] and I have made the painful decision to move on from Ample Hills," wrote Jackie Cuscuna in a lengthy post on the ice cream purveyor’s Instagram page on July 6. The Ample Hills brand, the 13 store locations, and the scoop shop's Red Hook factory will continue to operate under new ownership, but Cuscuna and Smith said they will not be part of the brand’s future. "But even in bankruptcy we had hoped to be a part of the story moving forward, working with the new team to help revive the brand, post COVID. Unfortunately it hasn’t turned out that way," the statement read. Cuscuna and Smith did not immediately respond to a request for comment. The head of Schmitt Industries said in a statement that he appreciated the brand the Brooklynites built, but did not comment as to why the founders left. "Jackie and Brian developed a wonderful brand but decided to pursue other options," said the company's chief executive officer Michael Zapata. "Ample Hills will honor the brand they have built and always appreciate advice and suggestions from them and certainly wish them luck with their personal and professional future." Zapata added that the company plans to re-hire 200 local Ample Hills workers and expects to reopen most of the nine locations it bought "in the coming days and weeks." That includes the branches in Prospect Heights, Dekalb Market Hall in Downtown Brooklyn, Gowanus, Red Hook, the Fireboat at Fulton Ferry Landing in Dumbo, Astoria in Queens, Chelsea and Essex Market in Manhattan, and Jersey City. Cuscuna’s post hinted that they intend to start a new venture, and told their fans to stay tuned via another social media account the couple runs. “But once we get through this mourning period, Brian and I fully intend to create something special once again. Please follow our continued journey on @astheicecreamchurns,” they wrote. The couple started selling ice cream from a pushcart in Prospect Park in 2010, before opening their first store on Vanderbilt Avenue in Prospect Heights the following year, and ultimately growing to a dozen outposts in the New York City area — with five of them in its home borough. The chain was also slated to open a location in an empty storefront adjacent from Nitehawk Cinema on Prospect Park West in Park Slope. Hidrock Properties, which owns and operates that building, did not immediately respond to requests for comment about future plans for the space. The scoopsters said that their financial troubles started well before the COVID-19 outbreak when they opened a 15,000 square-foot factory and museum on Van Brunt Street in 2018, according to the social media statement. "While most of our shops were profitable, the factory was not at capacity, took a lot more money to build and more time to become operational," the statement read. Building the facility was delayed and beset by cost overruns that caused Ample Hills to lose money, with annual losses climbing to $6.9 million in 2019, according to the Wall Street Journal. In March of this year, as the coronavirus pandemic started to ravage the city, the company laid off all of its employees and filed for Chapter 11 bankruptcy, before eventually selling for $1 million to the Portland firm on June 9, according to filings first reported by the investing website Seeking Alpha. The money from the sale went mostly to paying off bank loans, according to the Instagram post, and the couple lamented the large losses for themselves and the people they worked with over the years. "Many people, from friends to vendors to the folks who helped build our company, lost a lot of money because of the mistakes we made. And Brian and I lost everything we’d worked for over these last 10 years," they wrote. The cult creamery was known for its fun flavors, such as "It Came From Gowanus" — a salty dark chocolate ice cream paying homage to Brooklyn's Nautical Purgatory and its cleanup with "deep, dark mystery and endless surprises," or their Walt Whitman-inspired "I Contain Breakfast Foods." The former owners concluded their statement saying that their love for the dessert remains strong. "We still have what we started with — the love of each other, the love of storytelling, the love of community and of course the love of ice cream," they wrote. About Ample Hills Holdings Ample Hills Holdings, Inc. -- https://www.amplehills.com/ -- is a Brooklyn-based producer, distributor, and retailer of ice cream and related merchandise. Ample Hills was founded in 2010-2011 by husband and wife team Brian Smith and Jackie Cuscana out of a push-cart, and later a small brick and mortar storefront. It grew to a chain of 10 retail stores and kiosks, which are primarily located in the metropolitan New York area, and a factory in the Red Hook neighborhood of Brooklyn. Ample Hills has been called "New York's best ice cream' and is often viewed as a Brooklyn destination following their wild success. On March 15, 2020, Ample Hills Holdings and its affiliates sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 20-41559). In the petition signed by Phillip Brian David Smith, CEO, Ample Hills Holdings was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Nancy Hershey Lord is the case judge. Debtors tapped Herrick Feinstein, LLP as legal counsel, and SSG Capital Advisors, LLC as investment banker. Bankruptcy Management Solutions, Inc., doing business as Stretto, is the claims agent. The U.S. Trustee for Region 2 appointed a committee of unsecured creditors on April 16, 2020. The committee is represented by Porzio, Bromberg & Newman, P.C. ANTHONY NICOLAUS: IRS Loses Bid to Collect $93K Penalty ------------------------------------------------------- Daniel Gill, writing for Bloomberg News, reports that the Internal Revenue Service lost its bid to collect a $93,000 tax penalty from a bankrupt debtor after a federal appeals court said he didn't violate filing requirements in sending his claim objection only to the IRS. The IRS argued that the debtor, Anthony Nicolaus, should have served the attorney general. But the Federal Rules of Bankruptcy Procedure that existed at the time of Nicolaus' filing only required him to serve the "claimant," which was the IRS, the U.S. Court of Appeals for the Eighth Circuit ruled Monday, reversing a bankruptcy court ruling. The bankruptcy case is In re ANTHONY J. NICOLAUS (Bankr. N.D. Iowa Case No. 15-01757). AP FRAMING: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: AP Framing, Inc. 595 Old Norcross Road, Suite A Lawrenceville, GA 30046 Business Description: AP Framing, Inc. specializes in turnkey, commercial wood framing. Chapter 11 Petition Date: August 10, 2020 Court: United States Bankruptcy Court Northern District of Georgia Case No.: 20-68856 Debtor's Counsel: Cameron M. McCord, Esq. JONES & WALDEN, LLC 699 Piedmont Avenue NE Atlanta, GA 30308 Tel: 404-564-9300 E-mail: info@joneswalden.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Uriel Espinoza, authorized representative. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/98zHy0 ARCHDIOCESE OF NEW ORLEANS: Abuse Victims Seek Case Dismissal ------------------------------------------------------------- David Hammer, writing for Eyewitness Investigator, reports that the victims of alleged child sex abuse by priests are asking a federal judge to throw out the Archdiocese of New Orleans' bankruptcy case, saying the Church filed for the legal protection in "bad faith" as a way to block their lawsuits rather than for a legitimate financial need. At least 34 abuse lawsuits have been halted by the local Church's decision to file for Chapter 11 bankruptcy protection May 1. Another half dozen cases filed since then are also on hold pending the bankruptcy. The Archdiocese at the end of June filed a motion in the bankruptcy case asking the court to bar any new abuse claims starting Sept. 29. A committee of attorneys representing the Church's unsecured creditors, mostly the alleged abuse victims, came right back with a motion to dismiss the Archdiocese's bankruptcy case completely, a move that would help pending abuse claims move forward. In their motion to dismiss, the creditors said the bankruptcy was filed as a "litigation tactic" just as many abuse victims had asked the courts to release internal Church documents and force top archdiocesan officials to testify under oath. Archbishop Gregory Aymond was scheduled to testify in one of the abuse cases on May 28, but that was quashed by the bankruptcy. The Archdiocese also got all the abuse cases moved in May from state court to federal court, where the bankruptcy would automatically stop document production and testimony by church officials. The Rev. Patrick Carr, the archdiocese’s vicar of finance, issued a statement May 1 explaining how the growing number of abuse cases and other financial concerns led to the bankruptcy. "The prospect of more abuse cases while facing prolonged litigation, together with pressing operational needs and external challenges, has created an impossible situation," Carr said in the statement. 'Additionally, the unforeseen circumstances surrounding COVID-19 have added more financial hardships to an already difficult situation. This route to reorganization will allow for our administrative offices to continue and to be better prepared financially for the future." WWL-TV asked the Archdiocese to respond to the creditors' claims that the bankruptcy was filed in "bad faith," and received this statement Monday: "The archdiocese has publicly stated the underlying concerns which led to the decision to file Chapter 11 reorganization. We feel strongly that our position is legally sound. The archdiocese will address the factual and legal inaccuracies in the (creditors') Motion to Dismiss at the appropriate time with the Bankruptcy Court." The motion to dismiss the bankruptcy cites testimony from Church officials admitting that the Archdiocese is financially solvent, with $200 million in property assets, $50 million in net assets and $25 million in cash. Repeatedly asked in a court hearing May 29 why the Archdiocese was filing for bankruptcy if it's solvent, Carr answered it was "to pay 100 percent of our allowed claims." At that same hearing May 29, attorneys asked Jeffrey Entwisle, the Archdicoese's chief financial officer, how much money had been paid out to victims. He said he did not know. About New Orleans Archdiocese The Roman Catholic Church of the Archdiocese of New Orleans -- https://www.nolacatholic.org/ -- is a non-profit religious corporation incorporated under the laws of the State of Louisiana. Created as a diocese in 1793, and established as an archdiocese in 1850, the Archdiocese of New Orleans has educated hundreds of thousands in its schools, provided religious services to its churches and provided charitable assistance to individuals in need, including those affected by hurricanes, floods, natural disasters, war, civil unrest, plagues, epidemics, and illness. Currently, the Archdiocese's geographic footprint occupies over 4,200 square miles in southeast Louisiana and includes eight civil parishes -- Jefferson, Orleans, Plaquemines, St. Bernard, St. Charles, St. John the Baptist, St. Tammany, and Washington. The Roman Catholic Church for the Archdiocese of New Orleans sought Chapter 11 protection (Bankr. E.D. La. Case No. 20-10846) on May 1, 2020. The Archdiocese was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. The Hon. Meredith S. Grabill is the case judge. Jones Walker LLP, led by Mark A. Mintz, R. Patrick Vance, Elizabeth J. Futrell, and Laura F. Ashley, serves as counsel to the Debtor. Donlin, Recano & Company, Inc. is the claims agent and Blank Rome LLP is the Debtor's special insurance counsel. ASHBURY HOLDINGS: Case Summary & 3 Unsecured Creditors ------------------------------------------------------ Debtor: Ashbury Holdings LLC 84 Business Park Circle Ruckersville, VA 22968 Business Description: Ashbury Holdings LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It is the legal title holder of an office/warehouse located at 84 Business Park Circle, Ruckersville, Virginia, having a current value of $3.7 million. Chapter 11 Petition Date: August 10, 2020 Court: United States Bankruptcy Court Western District of Virginia Case No.: 20-61135 Judge: Hon. Rebecca B. Connelly Debtor's Counsel: Stephan W. Milo, Esq. WHARTON ALDHIZER & WEAVER PLC 125 S. Augusta Street, Suite 2000 Staunton, VA 24401 Tel: (540) 885-0199 Email: smilo@wawlaw.com Total Assets: $4,324,947 Total Liabilities: $5,208,835 The petition was signed by Morris Peterson, managing member. A copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/muYnSZ AVANTOR INC: S&P Assigns 'BB-' ICR; Outlook Positive ---------------------------------------------------- S&P Global Ratings assigned a 'BB-' issuer credit rating to Avantor Inc., the parent of Avantor Funding Inc., and the company that issues public financial statements. The outlook is positive. S&P raised the issuer credit rating on Avantor Funding to 'BB-', first lien debt to 'BB-', and unsecured debt to 'B'. The outlook is positive. The rating agency subsequently withdrew the issuer credit rating on Avantor Funding. The rating reflects the improving cash flow generation, despite the COVID-19 pandemic, which has depressed most of the company's end markets such as health care, education and government, advanced technologies and applied materials. S&P expects revenue to grow slightly through the balance of the year with continued growth of the company's largest end market, biopharma, and recovery of its other end markets. S&P believes this, combined with recent refinancing transactions which reduced interest costs, should enable cash flow generation to improve. Leverage as of June 30, 2020, was in the mid-4x area. S&P now considers the mandatory convertible preferred stock to be equity, rather than debt, following the upgrade and because the conversion date in May 2022 is now less than two years away. This is in contrast to S&P's previous treatment of the security as debt-like. The company has articulated a goal of maintaining leverage in the range of 2x-4x. The company has not made any acquisitions since becoming public last year and without acquisitions, the company could continue to delever. Avantor provides specialty chemicals, reagents, and materials as well as has a well-established position as one of the largest distributors of laboratory supplies, with a strong presence in North America and Europe. Avantor offers a broader array of products and services than many of its smaller, regional competitors. It is also a stable operator, with high recurring revenue and geographic and end-market diversity. More than 85% of the business is recurring and approximately half of revenue comes from proprietary branded products and services. Customer concentration is low. No single customer represents more than 4% of total revenue. About 50% of revenue comes from biopharma, a high growth area that has continued to grow at a brisk rate through the pandemic, but has, and will likely, continue to benefit from COVID-19-related clinical trials as well as vaccine development. However, the market remains fragmented, and S&P estimates Avantor has approximately 10% of global market share in laboratory supply distribution. Avantor faces competition from Thermo Fisher Scientific Inc., a larger and more vertically integrated global distributor and manufacturer, as well as numerous regional and local companies. In particular, Thermo Fisher is approximately four times larger than Avantor, with a larger manufacturing operation, producing equipment, and consumables. This gives it a larger presence and scale, as well as potentially greater pricing power. The positive outlook reflects the potential for further deleveraging as the company grows and generates cash flow. "We could revise the outlook to stable if the company becomes more acquisitive, such that adjusted leverage remains above 4.5x. This could also occur if weakness in certain end-markets are not offset by potential growth in the bio-pharma business," S&P said. "We could consider raising the rating if we were convinced the company would maintain adjusted leverage below 4.5x and as we gain better visibility," the rating agency said. B2B TECH: Plan to be Funded by Continued Business Operations ------------------------------------------------------------ Debtor B2B Tech USA, LLC, filed the Second Amended Disclosure Statement describing Second Plan of Reorganization dated July 2, 2020. The Debtor has partnered with Pink Toucan, LTD, to manage all of Pink Toucan's Amazon vendor central accounts in Italy, the United Kingdom, and Spain. In return, the Debtor will receive 50 percent of the gross profit earned from the sales. The Debtor anticipates earning at least $15,000 from this partnership by the end of 2020. The Debtor also entered into an agreement with Athleteks, LLC, to market Athleteks' products internationally. Athleteks had nearly $100 million in domestic sales on Amazon and is looking to expand those sales internationally. Under the Debtor's agreement with Athleteks, the Debtor will develop Athleteks international business and receive a two percent commission on total global revenues. The Debtor anticipates earning at least $20,000 from this agreement by the end of 2020. The Debtor believes selling products through its own Amazon accounts and managing the Amazon accounts of other businesses will allow the Debtor to substantially increase its revenue over the next five years. Each Holder of an Allowed Unsecured Claim will receive, on account of such Allowed Claim, a Pro Rata Distribution of Cash from the Plan Trust. To the extent the Holder of an Allowed General Unsecured Claim receives less than full payment on account of such Claim, the Holder of such Claim may be entitled to assert a bad debt deduction or worthless security deduction with respect to such Allowed Unsecured Claim. The Debtor's Plan will be funded by the current and future income generated by its business operations. The Debtor's proposed Plan provides for the continued ownership of the Debtor's business and the continued operation of the Debtor. A full-text copy of the Amended Disclosure Statement dated July 2, 2020, is available at https://tinyurl.com/y8rcyt9a from PacerMonitor at no charge. Attorney for the Debtor: BUDDY D. FORD, P.A. Buddy D. Ford, Esquire Jonathan A. Semach, Esquire Heather M. Reel, Esquire 9301 West Hillsborough Avenue Tampa, Florida 33615-3008 Telephone #: (813) 877-4669 Facsimile #: (813) 877-5543 Office Email: All@tampaesq.com E-mail: Buddy@tampaesq.com E-mail: Jonathan@tampaesq.com E-mail: Heather@tampaesq.com About B2B Tech USA B2B Tech USA, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-01258) on Feb. 14, 2020. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $50,001 and $100,000. The Debtor tapped Buddy D. Ford, P.A., as its legal counsel. BALL CORP: Moody's Rates New $1BB Unsecured Notes Due 2030 'Ba1' ---------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to Ball Corporation's proposed $1,000 million senior unsecured notes due 2030. The Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating, and SGL-2 Speculative Grade Liquidity Rating are unchanged. The outlook remains stable. The proceeds from the new bonds will be used to repurchase existing debt and fund capital expenditures. The terms and conditions of the bonds are expected to be substantially the same as the existing senior unsecured notes. Moody's considers the transaction credit neutral. Governance risks are less than the most other companies in the sector since Ball is a public company and not owned by a private equity firm. Nine of the company's 11 board members are independent. Assignments: Issuer: Ball Corporation Senior Unsecured Notes, Assigned Ba1 (LGD4) The ratings are subject to the receipt and review of the final documentation. RATINGS RATIONALE Moody's expects Ball to improve leverage to 4.0 times by year-end 2020 with an EBITDA margin of over 17% as the company benefits from an increase in volumes from sold out capacity additions and some debt reduction. The company's credit profile is expected continue to benefit from its scale (revenue) and the consolidated industry structure in the metal can sector (with consequent long-standing competitive equilibrium). Ball's profitability has been very stable historically and is expected to remain so going forward given the continued favorable competitive equilibrium. The company will also benefit from a considerable exposure to higher margin, faster growing custom cans, which are expected to continue to generate over 43% of revenue. Ball benefits from the high percentage of long-term customer contracts with strong cost pass-through provisions, which raise switching costs for customers and protect the company from increases in raw material costs. Ball's credit profile is constrained by its shareholder friendly financial policy and customer and product concentration of sales. The company has demonstrated a willingness to undertake large, debt financed acquisitions that stretch credit metrics and significant share repurchase programs in addition to an ongoing dividend program. Ball generates 34% of sales from its top three customers. In addition, the company has a high concentration of sales in single serve beverages, beer and carbonated soft drinks. The stable outlook reflects its expectation that profitability and the competitive environment will remain stable and Ball will continue to generate strong free cash flow. The SGL-2 speculative grade liquidity rating reflects Ball's projected strong cash flow, ample availability under its revolving credit facility and good covenant cushion. The company has ample liquidity, which includes a $1.75 billion secured revolving credit facility (including multi-currency and a U.S. dollar revolver) that expires March 2024. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade in ratings would require a sustainable improvement in credit metrics, commitment to maintain less aggressive financial policies, an investment grade capital structure, and continued stability in the competitive environment. Specifically, the rating could be upgraded if: - Adjusted total debt-to-EBITDA is less than 3.25 times - Funds from operations-to-debt is over 22% - EBITDA-to-interest expense is over 6.25 times The ratings could be downgraded if there is a deterioration in credit metrics, the competitive environment or liquidity. Specifically, the ratings could be downgraded if: - Adjusted total debt-to-EBITDA is above 4.0 times - Funds from operations-to-debt is below 18% - EBITDA-to-interest expense is below 5.5 times The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass, and Plastic Containers published in May 2018. Broomfield, Colorado based Ball Corporation is a manufacturer of metal packaging, primarily for beverages, and a supplier of aerospace and other technologies and services to government and commercial customers. The packaging business generates approximately 87% of revenue, with the aerospace business contributing the balance. The company reports in five segments including Beverage Packaging North and Central America, Beverage Packaging South America, Beverage Packaging Europe, Aerospace, and Other (aluminum aerosol and slugs for packaging, non-reportable segments in beverage packaging, corporate). Revenue for the twelve months ended March 31, 2020 totaled approximately $11.4 billion. BARFLY VENTURES: HopCat Louisville Permanently Closes ----------------------------------------------------- Haley Cawthon, writing for Louisville Business First, reports that a prominent Bardstown Road restaurant is closing permanently after it said it could not reach an agreement with the property's landlord. HopCat, a bar and restaurant known for its extensive draft beer list, announced the closure of of its 1064 Bardstown Road location on Facebook on July 7, 2020. "It is with a heavy heart that we announce after extensive negotiations with the landlord, we were not able to come to an agreement and we are permanently shutting down HopCat — Louisville. Thank you for the memories," the post said. The closure comes nearly four years after Hopcat opened. You can see photos of the space in the photo gallery below. HopCat's parent company, Grand Rapids, Michigan-based BarFly Ventures LLC filed for Chapter 11 bankruptcy protection in early June, despite getting more than $6 million in federal assistance through the Paycheck Protection Program, Bloomberg reports. The company at one time had about 20 restaurant across the Midwest, but it's unclear if any other locations are closing. In 2018, BarFly Ventures LLC, invested about $4 million to renovate the space of the former home of Spindletop Draperies, offering up 13,000 square feet that included a main bar room and several party rooms on the first and second floors and an outdoor deck overlooking Bardstown Road. HopCat had 132 beers on tap. The Louisville location was the ninth in the chain, and its largest at the time, capable of seating more than 500 people. The chain further renovated in 2018, when it removed a bar and seating from a large room in the rear of the building, to add in arcade and other games. That update cost about $150,000. At that time, the general manager said the renovation was a testament to HopCat's intention to stay in the Highlands. There were rumors then that it might leave because the building it occupied had been put up for sale. But then-GM Mike Kerbel said HopCat holds a long-term lease and that even in the event of a sale, it would stick around. "We are not planning on going anywhere," Kerbel said. "We're here to stay." 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. BARKATH PROPERTIES: Tenant Buying Waukegan Property for $100K ------------------------------------------------------------- Barkath Properties, LLC, asked the U.S. Bankruptcy Court for the Northern District of Illinois to authorize the sale of the real property commonly known 1508 Grand Ave., Waukegan, Illinois to to Javier Flores and Waukegan Ever Properties, LLC ("Tenant") for $100,000, subject to overbid. The Debtor owns the Property. The Property is encumbered by a first mortgage lien now held by West Suburban Bank with an amount claimed of approximately $117,357 plus advance made for property taxes and fees. The Debtor filed a Plan of reorganization on March 26, 2020. The Debtor proposed to sell the Property to it to the Tenant for $100,000. It proposed to sell the Property "As Is," free and clear of all liens, with the liens to attach to the proceeds of the sale, which will be distributed in accordance with the proposed Debtor's Plan. The Debtor will pay the balance of the loan as a deficiency. West Suburban's lien will attach to the proceeds of the sale and be distributed to West Suburban in accordance with the Plan. West Suburban will retain the right to credit bid at the auction should it choose up to the full amount of its lien. The sale of the Property to the Tenant is the best price that can be obtained for the Property. It will relieve the Debtor of the financial obligations associated with the continued ownership of the Property, including utilities and property tax. It will also contribute to the feasibility of the Debtor's Plan. Hence, the sale of the Property to the Tenant is in the best interest of the Debtor and the chapter 11 estate. For the foregoing reasons, the Debtor asked that the Court authorizes the sale of the Property to the Tenant or any other successful bidder at Auction. A telephonic hearing on the Motion was set for Aug. 3, 2020 at 10:00 a.m. Objections, if any, must be filed no later than two business days before that date. A copy of the Agreement is available at https://tinyurl.com/y844754x from PacerMonitor.com free of charge. About Barkath Properties Barkath Properties is a privately held company engaged in activities related to real estate. The Company owns in fee simple a shopping mall unit in Libertyville, Illinois valued at $1.80 million and a commercial building in Waukegan, Illinois valued at $150,000. Barkath Properties sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 19-23544) on Aug. 21, 2019. The petition was signed by Shoukath Ahmed, manager. As of the Petition Date, the Debtor recorded $2,097,271 in total assets and $5,177,277 in total liabilities. The LAW OFFICE OF O. ALLAN FRIDMAN is serving as the Debtor's counsel. BAUMANN & SONS: Process to Ask Approval of Transpo Assets Sale OK'd ------------------------------------------------------------------- Judge Robert E. Grossman of the U.S. Bankruptcy Court for the Eastern District of New York authorized the procedures proposed by Baumann & Sons Buses, Inc., ACME Bus Corp., ABA Transportation Holding Co., Inc., Brookset Bus Corp., and Baumann Bus Co., Inc., for asking expedited approval of the sale of any and all of their personal property assets used in the operation of their transportation business. By no later than two business days after the entry of the Expedited Sale Procedures Order, the Debtors will cause a copy of the Expedited Sale Procedures Order to be served upon the Notice Parties. The Debtors have proposed to otherwise market the Transportation Assets in connection with Public Sales. The details for such marketing will be set forth in a separate order approving related Bidding Procedures. In the event that the Debtors receive an offer to purchase certain Transportation Assets that meets the strict criteria set, then the Debtors are authorized to ask approval of the Expedited Sale pursuant to the Expedited Sale Procedures. The Expedited Sale Criteria that must be established prior to seeking approval of an Expedited Sale pursuant to the Expedited Sale Procedures are as follows: (i) the buyer must be willing to pay at- or above-market values, as established by bluebook or such other standard valuation means, for the covered Transportation Assets; (ii) a buyer who needs to guaranty that the Buses or Contracts will be in place for the upcoming school year or such other time requirement, and an inability to wait for or suffer the uncertainty of the Public Sale process; (iii) sufficient value in the proposed Expedited Sale to satisfy the estimated amount of uncontested Liens against the covered Transportation Assets on a per-vehicle basis, or if not, the appropriate Lienholders have consented to the Expedited Sale; (iv) a good faith belief by the Debtors, upon consultation with the Business Broker, that consummation of the proposed transaction is in the best interests of the Debtors and their estates and creditors; and (v) the consent of the Committee to the proposed Expedited Sale. Once the Expedited Sale Criteria are established, the Debtors may ask approval of the proposed Expedited Sale pursuant to the following Expedited Sale Procedures: a) Expedited Sale Hearing: The Debtors will obtain from the Court the earliest possible Expedited Sale Hearing date that is at least seven days from the date the Debtors file the Expedited Sale Notice. b) Expedited Sale Notice: The Debtors will prepare and file with the Court the Expedited Sale Notice which must attach an affidavit from the Business Broker in support thereof and a copy of the asset purchase agreement. c) Supporting Affidavit by the Business Broker: With any Expedited Sale Notice, the Debtors must submit the Expedited Sale Affidavit. d) Notice of the Expedited Sale: The Expedited Sale Notice, together with the Expedited Sale Affidavit, Expedited Sale APA, and the proposed order approving the Expedited Sale, will be filed with the Court and presented at the Expedited Sale Hearing. Unless otherwise directed by the Court, the deadline for filing a written objection or submitting a higher or better offer to an Expedited Sale will be 12:00 p.m. (EST) the day prior to the Expedited Sale Hearing. The Expedited Sale Package must be served by the Debtors upon the Notice Parties. Notice of the Expedited Sale will be given to all creditors or potential creditors listed in the Debtors' Schedules of Assets and Liabilities, or which filed proofs of claim against the Debtors' estates. Any objections or competing offers to any Expedited Sale will be considered and heard by the Court at the Expedited Sale Hearing. The provisions of the Expedited Sale Procedures Order will be effective and enforceable immediately upon entry of the Expedited Sale Procedures Order notwithstanding Bankruptcy Rules 6004(h) and 7062, will continue in full force and effect, and will survive entry of any such other order. Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), the Expedited Sale Procedures Order will not be stayed for 14 days after the entry hereof and will be effective and enforceable immediately upon entry. Nothing in the Order will be deemed to extinguish Lienholders' right to credit bid on any assets subject to their Liens in the full amount of their respective claims. About Baumann & Sons Buses Baumann & Sons Buses, Inc. and ACME Bus Corp., along with their non-debtor parent and two affiliates, operated a large school bus transportation concern with contracts with a number of school districts in Nassau, Suffolk and Westchester Counties. The Baumann Companies had collective annual gross revenues of over $62 million for the 2018-2019 school year, but ceased operations by March 16, 2020 when New York State Governor Andrew Cuomo mandated the closure of public schools as a result of the COVID-19 pandemic. On May 27, 2020, A&A Auto Glass Plus, Mondial Automotive, Inc., Jenthony Enterprises, Inc., Nesco Bus Maintenance, Bevel Engine Inc. and Bangs Towing filed an involuntary petition under chapter 7 of the Bankruptcy Code against Sons in the U.S. Bankruptcy Court for the Eastern District of New York. On July 1, 2020, the Court converted the chapter 7 cases, including the case of Baumann & Sons Buses, Inc. (Bankr. E.D.N.Y. Case No. 20-72121), to cases under chapter 11 of the Bankruptcy Code. BAUMANN & SONS: Public Sales of Transportation Assets Approved -------------------------------------------------------------- Judge Robert E. Grossman of the U.S. Bankruptcy Court for the Eastern District of New York authorized the bidding procedures proposed by Baumann & Sons Buses, Inc., ACME Bus Corp., ABA Transportation Holding Co., Inc., Brookset Bus Corp., and Baumann Bus Co., Inc., in connection with the public sale of any and all of their personal property assets used in the operation of their transportation business. The Bidding Procedures will govern all bids and bid proceedings relating to the Sale Process, unless otherwise covered pursuant to the Expedited Sale Procedures approved by a separate Order of the Court. The salient terms of the Bidding Procedures are: a. The Transportation Assets will be sold by Public Sales. The Public Sales will take place either (i) at Matz Auctions Inc., 39 Windsor Place, Central Islip, New York 11722, (ii) at specific Facilities where the Transportation Assets may be located, or (iii) virtually through an online sale platform. The Debtors' asset and business broker and advisor, Maltz Auctions, will provide information on the location of the Public Sales and precisely how to participate on its website at www.maltzauctions.com and directly to all known Potential Bidders and interested parties. b. The Debtors have tentatively scheduled virtual Public Sale dates of Aug. 24 to 26, 2020, Sept. 9 to 11, 2020 and Sept. 23 to 25, 2020. These dates are subject to change and cancellation. c. The Transportation Assets will be sold free and clear of all Liens, with such Liens to attach to the proceeds of the Transaction. Any sale of the Transportation Assets will be on an "as is, where is" basis and without representations or warranties of any kind, nature or description by the Debtors or their representatives, professionals and agents. d. A minimum deposit must be paid by the Qualified Bidder as follows: (i) if the Public Sale is live, the Qualified Bidder must pay a Deposit of 25% of its Bid on the knockdown of the Bid, or (ii) if the Public Sale is online/virtual, the Qualified Bidder must pay a Deposit of 25% percent of such bidder's maximum Potential Bid at least 24 hours prior to the scheduled close of the Public Sale. e. Payment of the balance due in full is required to be paid within 48 hours of the entry of the Sale Order confirming the Public Sale where the Qualified Bidder's bid is declared the winning bid. All instruments are to be made payable to the Business Broker. In addition to payment of the Winning Bid amount, a Winning Bidder must pay a buyer's premium to the Business Broker equal to 9% of the Winning Bid at the time the Winning Bid amount is paid. Upon payment in full following entry of the Sale Order, the Debtors will promptly make delivery of all executed bills of sale, title transfer documents, and keys at which time, the transaction will be deemed closed. f. Unless otherwise agreed, all Transportation Assets must be removed by the Winning Bidder at its own cost, risk and expense from the Facility where they are currently located within seven days of the Closing. g. New York State Sales tax, where applicable, will be collected as required by law. Any buyers' premium due the Business Broker pursuant to the terms of its retention, will be collected at the time the Winning Bid amount is paid. h. Not sooner than the second business day following the conclusion of a Public Sale, a Sale Hearing will be held telephonically. Such Sale Hearings are presently scheduled for Aug. 28, 2020 at 10:00 a.m., Sept. 14, 2020 at 10:00 a.m., and Sept. 28, 2020 at 10:00 a.m. The Debtors, with the consent of the Committee, are authorized to extend the deadlines set forth in this Bidding Procedures Order and Bidding Procedures and/or schedule, adjourn, continue or suspend a Public Sale and/or a Sale Hearing. The Debtors, through their asset and business broker and advisor, Maltz Auctions Inc., will conduct a Public Sale or Public Sales with respect to the Transportation Assets that are not disposed of pursuant to any Court-approved Expedited Sales. The Public Sales will be conducted in accordance with the Bidding Procedures. The highest and best offer(s) received through the Public Sale or Public Sales will be determined by the Debtors, upon consultation with the Business Broker and Committee and to the extent that the covered Transportation Assets are covered by any Liens, with the Lienholders. A Sale Hearing will be held telephonically no sooner than the second business day after the conclusion of each Public Sale. Such Sale Hearing dates are presently scheduled for Aug. 28, 2020 at 10:00 a.m., Sept. 14, 2020 at 10:00 a.m., and Sept. 28, 2020 at 10:00 a.m. No later than one business day prior to each Sale Hearing, the Debtors will file the Sale Hearing Notice. All Sale Hearings will take place telephonically via Court Solutions. The Sale Notice is approved. By no later than two business days after the entry of the Bidding Procedures Order, the Debtors will cause a copy of the Bidding Procedures, the Sale Notice and tes Bidding Procedures Order to be served upon the Scheduled and Filed Creditors. The Objection Deadline is no later than 4:00 p.m. (EST) the day prior to any Sale Hearing. The Debtors will file the Assumption Schedule with the Court not later than one day following any sale of a Contract at a Public Sale, with notice thereof served upon all counterparties to the proposed Assigned Contracts and the Notice Parties. The Notice Parties not less than seven days to file with the Court an objection to the proposed assignment and/or Cure Amounts. All non-Debtor parties to the Assigned Contracts will have until the seventh day after filing and service of the Assumption Schedule to file an Assumption Objection. The provisions of this Bidding Procedures Order will be effective and enforceable immediately upon entry of the Bidding Procedures Order notwithstanding Bankruptcy Rules 6004(h) and 7062, will continue in full force and effect. Notwithstanding anything in the Order to the contrary, the Debtors cannot subject any of the Transportation Assets that MBFS has a collateral interest in to a Public Sale: (i) without MBFS' express consent; (ii) unless binding asset purchase agreements for no less than 100 pieces of equipment financed by MBFS are executed and are submitted for approval to the Court as Expedited Sales and such Expedited Sales are approved no later than the first Public Auction including equipment subject to MBFS liens; and (iii) Debtors and MBFS will have agreed to reserve prices for each piece of equipment subject to MBFS liens. Unless agreed otherwise, MBFS states that proceeds of the sale of MBFS collateral will be paid in full, at closing, and as a condition of MBFS' release of its lien in any Transportation Asset. A copy of the Bidding Procedures is available at https://tinyurl.com/y38zxd9t from PacerMonitor.com free of charge. About Baumann & Sons Buses Baumann & Sons Buses, Inc., and ACME Bus Corp., along with their non-debtor parent and two affiliates, operated a large school bus transportation concern with contracts with a number of school districts in Nassau, Suffolk and Westchester Counties. The Baumann Companies had collective annual gross revenues of over $62 million for the 2018-2019 school year, but ceased operations by March 16, 2020 when New York State Governor Andrew Cuomo mandated the closure of public schools as a result of the COVID-19 pandemic. On May 27, 2020, A&A Auto Glass Plus, Mondial Automotive, Inc., Jenthony Enterprises, Inc., Nesco Bus Maintenance, Bevel Engine Inc. and Bangs Towing filed an involuntary petition under chapter 7 of the Bankruptcy Code against Sons in the U.S. Bankruptcy Court for the Eastern District of New York. On July 1, 2020, the Court converted the chapter 7 cases, including the case of Baumann & Sons Buses, Inc. (Bankr. E.D.N.Y. Case No. 20-72121), to cases under chapter 11 of the Bankruptcy Code. BLUESTEM BRANDS: Gets Court OK for $250M Bankruptcy Sale -------------------------------------------------------- Alex Wolf, writing for Bloomberg News, reports that e-commerce retailer Bluestem Brands Inc. received approval to sell the company to a group of the company's lenders in exchange for the forgiveness of $250 million worth of debt and the assumption of other liabilities. Judge Mary Walrath approved Bluestem's sale to BLST Acquisition Co. LLC -- an entity controlled by investment firm Cerberus and a group of term loan lenders -- during an uncontested telephonic hearing in early July 2020 at the U.S. Bankruptcy Court for the District of Delaware. About Bluestem Brands Inc. Bluestem Brands, Inc. and its affiliates -- https://www.bluestem.com/ -- are a direct-to-consumer retailer that offers fashion, home, and entertainment merchandise through internet, direct mail, and telephonic channels under the Orchard and Northstar brand portfolios. Headquartered in Eden Prairie, Minnesota, Bluestem employs 2,200 individuals and owns and/or lease warehouses, distribution centers, and call centers in 10 other states, including New Jersey, Massachusetts, Georgia, and California. The company's supply chain consists of name-brand vendors -- e.g., Michael Kors, Samsung, Keurig, Dyson -- as well as private label and non-branded sources based in the United States and abroad. Bluestem Brands, Inc., based in Eden Prairie, MN, and its debtor-affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10566) on March 9, 2020. In its petition, Bluestem Brands was estimated to have $500 million to $1 billion in both assets and liabilities. The petition was signed by Neil P. Ayotte, executive vice president, general counsel and secretary. The Hon. Mary F. Walrath oversees the case. YOUNG CONAWAY STARGATT & TAYLOR, LLP, and KIRKLAND & ELLIS LLP, KIRKLAND & ELLIS INTERNATIONAL LLP as counsels; FTI CONSULTING, INC., as financial advisor; RAYMOND JAMES & ASSOCIATES, INC., as investment banker; IMPERIAL CAPITAL LLC, as restructuring advisor; and PRIME CLERK LLC as claims and noticing agent. BRETON L. MORGAN: Unsecureds to be Paid in Full With 2.59% Interest ------------------------------------------------------------------- Breton L. Morgan, M.D., Inc., filed the Amended Disclosure Statement describing Amended Plan of Reorganization dated July 2, 2020. Class U-1 All General Unsecured Claims totaling $18,030 and will be paid in full, with interest at the federal judgment rate of 2.59% from the Effective Date over 60 months. Under the Plan, Class U-1 claimants shall receive total payments of $19,242, representing $18,030 of principal and $1,212 of interest from the Effective Date. Equity interest holder Breton Lee Morgan will retain 100% of the stock and retain management control. The Debtor projects that future cash receipts and disbursements will approximate the average receipts and disbursements of the Debtor's medical practice for calendar year 2015. The Debtor's income will be supplemented by the payment of back invoices from Medicare totaling approximately $200,000, pursuant to order of the U.S. District Court. The historical financial data for the Debtor serves as a conservative indicator for performance for projected future periods. The Debtor projects sufficient cash receipts to pay all secured and priority claims in full and pay a 100% distribution to unsecured creditors. Future payments will be based upon the efficient management of the Debtor's cash and are contingent upon retention of patients and historical reimbursement and payment rates from Medicare, Medicaid and private insurance companies. A full-text copy of the Amended Disclosure Statement dated July 2, 2020, is available at https://tinyurl.com/ydzxsl79 from PacerMonitor at no charge. Counsel for the Debtor: Joe M. Supple Supple Law Office, PLLC 801 Viand Street Point Pleasant, WV 25550 Tel: (304) 675-6249 About Breton L Morgan Md Inc. Breton L Morgan Md Inc. is a Medical Group that has only one practice medical office located in Point Pleasant WV. There is only one health care provider, specializing in General Practice, Internal Medicine, being reported as a member of the medical group. Medical taxonomies which are covered by Breton L Morgan Md Inc. include Family Medicine. Breton L Morgan Md Inc. filed a Chapter 11 petition (Bankr. S.D.W.V. Case No. 18-30195) on April 27, 2018, estimating under $1 million in both assets and liabilities. The case is assigned to Judge Frank W. Volk. Joe M. Supple, Esq., at Supple Law Office, PLLC, is the Debtor's counsel. BRIGGS & STRATTON: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------------- The Office of the U.S. Trustee appointed a committee to represent unsecured creditors in the Chapter 11 cases of Briggs & Stratton Corp. and its affiliates. The committee members are: 1. Pension Benefit Guaranty Corporation Attn: Cynthia Wong 1200 K Street, N.W. Washington, D.C. 20005 Phone: (202) 229-3033 2. Wilmington Trust N.A. Attn: Peter Finkel 50 South Sixth Street, Suite 1290 Minneapolis, Minnesota 55402 Phone: 612-217-5629 3. Thomas R. Savage 3354 Lake Drive Hartford, WI 53027 Phone: (414) 841-1085 4. James E. Brenn 3627 West Haven Ct. Mequon, WI 53902 Phone: (414) 271-8503 5. Hoffer Plastics Corporation Attn: Gretchen Hoffer Farb 500 N. Collins St. South Elgin, IL 60177 Attn.: Gretchen Hoffer Farb Phone: (847)-717-5791 6. A R North America 140 81ST AVE NE Minneapolis, MN US 55432-1770 Attn.: Jon Notch Phone: (763) 398-6074 7. Jiangsu Jianghuai Engine Co. Ltd Attn: Brian Mitteldorf 14226 Ventura Boulevard Sherman Oaks, CA 91423 Phone: 818-990-4800 Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Briggs & Stratton Corporation Briggs & Stratton Corporation is a producer of gasoline engines for outdoor power equipment and a designer, manufacturer and marketer of power generation, pressure washer, lawn and garden, turf care, and job site products. The Company's products are marketed and serviced in more than 100 countries on six continents through 40,000 authorized dealers and service organizations. Visit https://www.basco.com for more information. Briggs & Stratton Corporation and four affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 20-43597) on July 20, 2020. The petitions were signed by Mark A. Schwertfeger, senior vice president and chief financial officer. At the time of the filing, Briggs & Stratton Corporation disclosed total assets of $1,589,398,000 and total liabilities of $1,350,058,000 as of March 29, 2020. Judge Barry S. Schermer oversees the cases. Debtors have tapped Weil, Gotshal & Manges LLP as bankruptcy counsel; Carmody MacDonald P.C. as local counsel; Foley & Lardner LLP as corporate counsel; Houlihan Lokey Inc. as investment banker; Ernst & Young, LLP as restructuring and tax advisor; Deloitte LLP as auditor and tax consultant; and Kurtzman Carson Consultants, LLC as claims and noticing agent. BURNINDAYLIGHT LLC: $535K Sale of Everett Property to Olsons Denied ------------------------------------------------------------------- Judge Marc Barreca of the U.S. Bankruptcy Court for the Western District of Washington denied Burnindaylight, LLC's proposed sale of the real property commonly known as 4734 Glenwood Ave., Everett, Washington to Casey Hawkins Olson and Wendi Mae Olson for $535,000, pursuant to their Residential Real Estate Purchase and Sale Agreement. About Burnindaylight Burnindaylight, LLC, a privately held company in Renton, Wash., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 19-14587) on Dec. 19, 2019. At the time of the filing, Debtor was estimated to have assets of between $1 million and $10 million and liabilities of the same range. Judge Marc Barreca oversees the case. The Debtor is represented by Darrel B. Carter, Esq., at CBG Law Group, PLLC. The Debtor filed its Chapter 11 plan of reorganization and disclosure statement on Feb. 12, 2020. CALIFORNIA PIZZA: S&P Rates DIP Financing Facilities 'B' -------------------------------------------------------- S&P Global ratings has assigned its point-in-time 'B' rating to California Pizza Kitchen Inc.'s (CPK) $107 million of debtor-in-possession (DIP) debt provided to the U.S.-based restaurant operator. Its 'D' rating on CPK is unchanged. S&P's 'B' issue rating on CPK's DIP financing facilities reflects its view of the credit risk borne by the DIP lenders. These risks include: -- The company's ability to meet its financial commitments during bankruptcy through S&P's debtor credit profile (DCP) assessment. -- Prospects for full repayment through reorganization and emergence from Chapter 11 via S&P's capacity for repayment at emergence (CRE) assessment. -- Potential for full repayment in a liquidation scenario via S&P's additional protection in a liquidation scenario (APLS) assessment. S&P's DCP reflects its view of CPK's vulnerable business risk profile and highly leveraged financial risk profile. "Our DCP includes our consideration of applicable rating modifiers, including our projected liquidity of CPK during bankruptcy. The issue rating on the company's DIP also considers the potential recovery prospects on the DIP loans, which are reflected in our CRE and APLS assessments," S&P said. S&P's CRE assessment of favorable coverage of the DIP debt in an emergence scenario indicates coverage of 150%-250%. "Our CRE assessment contemplates a reorganization and addresses whether the company, in our view, would likely be able to attract sufficient third-party financing at the time of emergence to repay the DIP debt in full. Our CRE assessment of favorable coverage of the DIP debt provides a one-notch uplift over the DCP assessment, resulting in a 'B' issue-level rating. S&P assesses repayment prospects for purposes of the CRE assessment on the basis that the company must repay all of the DIP facilities in full in cash at emergence, consistent with super-priority status under the U.S. Bankruptcy Code," the rating agency said. S&P's APLS assessment indicates less than 100% total value coverage and does not affect DIP ratings. S&P's DIP methodology also contemplates the ability to fully repay DIP debt, even in a scenario where the debtor cannot reorganize under bankruptcy protection. S&P's APLS assessment indicates insufficient coverage (estimated at 30%-50% coverage) of the DIP term loan in a liquidation scenario, and therefore, the rating agency does not provide an additional notch for the APLS modifier. S&P attributes CPK's voluntary bankruptcy filing to the coronavirus pandemic, various ongoing business challenges, and weakened competitive position. CPK's bankruptcy filing and S&P's business risk assessment reflect various ongoing business challenges, including: -- S&P's expectation for economic weakness through the bankruptcy period, along with business and operational disruptions because of the COVID-19 pandemic; -- Erosion in revenue and profitability because of increased competition in the restaurant industry amid shifts in consumer spending habits; -- Changing consumer behavior including the increased adoption of third-party delivery services and increased online purchasing, all resulting in fewer dine-in customers and increased industry competition; -- Investment market and operational disruptions that prevented the company from adequately addressing its capital structure including financial maintenance covenants; and -- These factors result in significant recent declines in sales, profitability, and cash flow that resulted in a prepetition capital structure that was unsustainable. S&P sees many of these trends as secular and believe customer traffic will remain challenged, especially for dine-in services especially in regions experiencing significant effects of the pandemic, making it difficult for CPK to substantially reverse declines in sales and EBITDA margins over the short term. S&P believes the company's competitive position has materially weakened in recent years, largely because of these industry trends and intensifying competition. S&P holds this view despite believing that CPK's bankruptcy restructuring initiatives may result in modest operating performance improvements as the result of: -- Plans to close a meaningful number of underperforming stores; -- Lease and rent negotiation with landlords that result in concessions and cost reductions; and -- Continued efforts to enhance the company's off-premise sales along with other changes to the menu offerings and the business model. From a financial risk perspective, S&P's DCP reflects a substantially reduced debt burden relative to EBITDA generation in the bankruptcy period. This is due to the automatic stay on prepetition debt (about $403 million at the time of filing) and the relatively modest amount of funded DIP debt (about $107 million). Still, the requirement to pay adequate protection to the prepetition term lenders diminishes the cash flow benefit during bankruptcy. S&P is also mindful about the level of DIP debt relative to the company's expected EBITDA over the next 12 months, given the expected global recession from the COVID-19 pandemic and its effects on overall expected industry trends. CAMBRIAN HOLDING: Jackson Kelly Updates on Multiple Entities ------------------------------------------------------------ In the Chapter 11 cases of Cambrian Holding Company, Inc., et al., the law firm of Jackson Kelly PLLC submitted an amended verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose an updated list of Contura Entities and Virginia Drilling Entities that it is representing. The names and addresses of the entities represented by JK are as follows: a. "Contura Entities" consisting of the following creditors and parties in interest, which are affiliates of one another: i. Buchanan Energy Company, LLC, 340 Martin Luther King, Jr. Blvd Bristol, TN 37620. Buchanan asserts claims against the Debtors, which are filed of public record. ii. Contura Coal Sales LLC, 340 Martin Luther King, Jr. Blvd Bristol, TN 37620. Contura was a party to a coal sales agreement with Perry County Coal, LLC, which said agreement has been rejected by the Debtors. iii. Enterprise Mining Company LLC, 300 Running Right Way Julian, WV. Enterprise asserts claims against the Debtors, which are filed of public record. b. "Virginia Drilling Entities" consisting of the following creditors and parties in interest, which are affiliates of one another: i. Virginia Drilling Company LLC, 1793 Dry Fork Road, PO Box 1198, Vansant, VA 24656. VDCO asserts claims against the Debtors, which are filed of public record. ii. Austin Sales LLC, 1793 Dry Fork Road, PO Box 1198, Vansant, VA 24656. Austin Sales asserts claims against the Debtors, which are filed of public record. c. "ARH Entities" consisting of the following creditors and parties in interest, which are affiliates of one another: i. Appalachian Regional Healthcare, Inc., 2260 Executive Dr., Lexington, KY 40505. ARH asserts and claims and rights against the Debtors, which are filed in the public record. ii. ARH Mary Breckinridge Health Services, Inc., 2260 Executive Dr., Lexington, KY 40505. ARH Mary Breckinridge asserts and claims and rights against the Debtors, which are filed in the public record. iii. ARH Tug Valley Health Services, Inc., 2260 Executive Dr., Lexington, KY 40505. ARH Tug Valley asserts and claims and rights against the Debtors, which are filed in the public record. The Contura Entities have been advised of, and consent to, the representation of the Virginia Drilling Entities and the ARH Entities. The Virginia Drilling Entities have been advised of, and consent to, the representation of the Contura Entities and the ARH Entities. The ARH Entities have been advised of, and consent to, the representation of the Contura Entities and the Virginia Drilling Entities. JK represents the Contura Entities, the Virginia Drilling Entities, and the ARH Entities in their capacities as creditors of the Debtors or parties in interest in these Cases. The undersigned and JK do not own any interest in any of the Contura Entities or their claims against the Debtors in the above-styled Cases. The undersigned and JK do not own any interest in the Virginia Drilling Entities or their claims against the Debtors in the above-styled Cases. The undersigned and JK do not own any interest in the ARH Entities or their claims against the Debtors in the above-styled Cases. To the extent that JK is authorized to act on behalf of these parties, it is as their legal representatives, and not through any other instrument. The circumstances and terms and conditions of employment of JK by each of the foregoing are protected by the attorney-client privilege and attorney work product doctrine. JK reserves the right to undertake additional representations of other individuals or entities in these bankruptcy cases and does hereby reserve the right to modify or supplement this Statement as necessary. The Firm can be reached at: JACKSON KELLY PLLC Mary Elisabeth Naumann, Esq. Chacey R. Malhouitre, Esq. 100 W. Main Street, Ste. 700 Lexington, KY 40507 Telephone: (859) 255-9500 E-mail: mnaumann@jacksonkelly.com chacey.malhouitre@jacksonkelly.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/YoOmd6 About Cambrian Holding Belcher, Kentucky-based Cambrian Holding Company, Inc. and its subsidiaries produce and process metallurgical coal and thermal coal for use by utility providers and industrial companies located primarily in the eastern United States and Canada. The company began operations in 1991 and, over time, acquired various mines and mining-related assets from major coal corporations. Cambrian Holding Company and 18 of its affiliates each filed a petition seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Lead Case No. 19-51200) on June 16, 2019. The Debtors tapped Frost Brown Todd LLC as counsel; Whiteford, Taylor & Preston, LLP, as litigation counsel; Jefferies LLC as investment banker; and FTI Consulting, Inc., as financial advisor. Epiq Corporate Restructuring, LLC, is the notice, claims and solicitation agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on June 26, 2019. The committee tapped Foley & Lardner LLP as legal counsel; Barber Law PLLC as local counsel; and B. Riley FBR, Inc. as financial advisor. CASCADES OF GROVELAND: Sept. 10 Plan & Disclosure Hearing Set ------------------------------------------------------------- On June 30, 2020, the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, held a hearing to consider the motion conditionally approve Disclosure Statement and set a Combined Disclosure and Confirmation Hearing filed by Creditor PC Services, LLC for debtor The Cascades of Groveland Homeowners' Association, Inc. On July 2, 2020, Judge Karen S. Jennemann granted the motion and ordered that the Disclosure Statement filed by P.C. Services is conditionally approved subject to further consideration of any objections at the combined confirmation hearing and hearing to consider the adequacy of information in the Disclosure Statement, currently scheduled for 10:00 a.m. on Sept. 10, 2020. A copy of the order dated July 2, 2020, is available at https://tinyurl.com/yaahu9f5 from PacerMonitor at no charge. About The Cascades of Groveland Homeowners' Association The Cascades of Groveland Homeowners' Association, Inc., is a non-profit homeowner's association operating under Chapter 720, Florida Statute's. The Association's homeowners constitute a community known as "Trilogy Orlando" located in Groveland, Fla. The Cascades of Groveland Homeowners' Association sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-04077) on June 21, 2019. In the petition signed by Brian Feeney, president, the Debtor was estimated to have assets of between $1 million and $10 million and liabilities of the same range. Judge Karen S. Jennemann oversees the case. The Debtor tapped Nardella & Nardella, PLLC, as bankruptcy counsel, and Weiss Serota Helfman Cole & Bierman, P.L. and Becker & Poliakoff, P.A. as special counsel. CCC LOT 2: Unsecured Creditors to Split with $7,500 in Plan ----------------------------------------------------------- CCC Lot 2, LLC filed with the U.S. Bankruptcy Court for the Western District of Wisconsin a Plan of Reorganization and a Disclosure Statement on July 2, 2020. The Debtor's Plan of Reorganization assigns one of two values to the Columbus Property. Currently, the Columbus Property is vacant, and the Debtor, through its professionals, is seeking a tenant. Without a tenant, the Columbus Property is valued in the Plan at $4.7 million. If the Debtor is successful in obtaining a tenant, then the Court will assign a value to the Columbus Property after receiving evidence of the increase in value due to the tenancy. The Plan would resolve the lawsuit brought by Alliant. It will obtain the Columbus Property without having to proceed with the foreclosure sale. Class 2 consists of the Allowed Unsecured Claims. They will total the amount of Alliant's claim after the value is determined for the Columbus Property as provided in for Class 1 plus the Claim of Supervalu Holdings, Inc. Supervalu's claim is scheduled at $161,265. Allowed Unsecured Claims will share in a Pro Rata Basis in $7,500 on the Effective Date by First American, the sole member of the Debtor. Additionally, the Allowed Unsecured Claims in Class 2 will receive the value of the Columbus Property that exceeds Alliant’s Allowed Secured Claim. Equity interests in Class 3 are unimpaired and unaffected under the Plan unless Class 2 does not accept the Plan. In that case, the equity interests are cancelled and will be auctioned to the highest bidder as soon as practicable after the Court determines the value of the Columbus Property for Class 1. The proceeds of the auction will be paid to Class 2 as an additional dividend. The Debtor has retained a broker to lease out the Columbus Property. The Columbus Property will be transferred by quitclaim deed to Alliant on Jan. 31, 2021. If the Columbus Property is leased, the Court will determine the value of the property as leased and transferred to Alliant with any value that exceeds Alliant’s Allowed Secured Claim paid to Unsecured Creditors in Class 2. If the Columbus Property is not leased, it will be transferred to Alliant for value equal to $4.7 million. The Debtor's sole member, First American, will pay $7,500 on the Effective Date to the trust account for the Debtor’s attorneys. It shall hold the $7,500 until the amount of Columbus Property is determined or, if it is not leased, until January 31, 2021. Then, the $7,500 shall be distributed on a Pro Rata Basis to the Allowed Claims in Class 2. If Class 2 does not accept the Plan, the equity interests of First American shall be auctioned to the highest bidder as soon as practicable after Jan. 31, 2021 or when the Court determines the value of the Columbus Property, as leased, and transferred to Alliant. A full-text copy of the Disclosure Statement dated July 2, 2020, is available at https://tinyurl.com/y9hcbgyu from PacerMonitor at no charge. Attorneys for CCC Lot 2: Kerkman & Dunn 839 N. Jefferson St., Suite 400 Milwaukee, Wisconsin 53202-3744 Tel: 414.277.8200 Fax: 414.277.0100 E-mail: jkerkman@kerkmandunn.com About CCC Lot 2 CCC Lot 2, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). CCC Lot 2 filed a Chapter 11 petition (Bankr. E.D. Wis. Case No. 20-21035) on Feb. 11, 2020. On Feb. 13, 2020, the case was transferred to the U.S. Bankruptcy Court for the Western District of Wisconsin and was assigned a new case number (Case No. 20-10422). At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Catherine J. Furay oversees the case. The Debtor tapped Kerkman & Dunn as legal counsel and Joseph David Zaks CPA LLC as accountant. CDW LLC: Moody's Rates Proposed Senior Unsecured Notes 'Ba2' ------------------------------------------------------------ Moody's Investors Service assigned a Ba2 rating to the proposed senior unsecured notes to be issued by CDW LLC, a wholly-owned subsidiary of CDW Corporation. CDW's Ba1 Corporate Family Rating, stable outlook, and all other ratings are unchanged. Net proceeds from the new notes will be used to refinance $600 million of 5% senior unsecured notes due September 2025 and breakage costs as well as to fund general corporate purposes including related fees and expenses. Assignments: Issuer: CDW LLC Gtd Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD5) LGD Adjustment: LGD Adjusted to LGD3 from LGD2 RATINGS RATIONALE The proposed refinancing is largely leverage neutral but will extend debt maturities at low interest rates. CDW's adjusted debt to EBITDA will be less than 2.8x pro forma for the transaction (or less than 2.2x net of cash balances). Ratings are supported by CDW's diversified revenue streams across private and public sectors, track record of revenue growth leading up to the pandemic, and good free cash flow resulting in leverage remaining below the company's target range. CDW has also suspended share buybacks (annual average of roughly $570 million funded over each of the last three years) to preserve liquidity. As a leading multi-brand provider of IT solutions with a history of good execution, CDW is positioned to gain market share when global economies recover and IT demand rebounds due to its scale, extensive product offering, and broad market access relative to smaller value-added resellers of IT products. Although revenues for the six months ended June 2020 are up 1.9% compared to the prior year period, revenues for the most recent three months are down (5.7%) due to the impact of COVID-19 and the global recession. Continuing gains in government and education segments only partially offset declines in SMB, healthcare, the UK, and Canada. Government revenues benefited from good demand for device as a service offering tied to the U.S. census as well as from civilian projects such as enabling remote work capabilities. Education benefited from customer focus on access for all students in the K-12 segment and from IT spending on remote enablement for the higher ed segment. Over this period, adjusted operating margins were largely flat reflecting lower sales payroll, reduced performance-based compensation, as well as decreased travel and entertainment expenses, among other cost-saving efforts. Moody's expects revenues to decline for the remainder of 2020, despite healthy IT demand in the government and education segments, due to the lingering impact of COVID-19 and the global recession. Moody's expects CDW's topline to return to growth in 2021 reflecting continued good customer demand for remote enablement, business continuity, security, and digital transformation. Moody's expects operating margins to remain in the mid-single digit percentage range with adjusted free cash flow to debt exceeding 10% and leverage remaining within the company's target range. CDW has reduced leverage over the past several years and Moody's expects the company to operate well within its target range of net reported debt to EBITDA of 2.5x -- 3.0x (or roughly 2.9x to 3.4x including Moody's standard adjustments). Beyond the impact of COVID-19 and the global recession, Moody's expects organic revenue will return to growth in the low to mid-single digit percentage range. Nevertheless, Moody's recognizes CDW has reasonably high vendor concentration among its major suppliers, exposure to the more volatile spending patterns of small and medium-sized businesses and exposure to budgetary risks of the public sector, which can heighten the volatility of technology cycles. The Ba1 CFR takes into consideration CDW's consistent track record for maintaining financial leverage within its public target range typically with adjusted free cash flow to debt in the mid teen percentage range or better, both of which allow the company to fund growth investments. 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 Moody's ESG framework, due to the substantial implications for public health and safety. Given CDW's exposure to the global economy, the company remains vulnerable to shifts in market demand and sentiment in these unprecedented operating conditions. CDW has adhered to its financial policies including maintaining leverage within its target range and funding dividends at roughly 25% of non-GAAP net income. CDW is publicly traded with its two largest shareholder, Vanguard and Blackrock, owning roughly 12% and 7% of common shares, respectively, followed by other investment management companies holding less than 5%. Good governance is supported by a board of directors with ten of the company's eleven board seats being held by independent directors. CDW has very good liquidity supported by $958 million of cash as of June 2020 (historically cash balances have totaled roughly $200 million or less), over $1 billion of availability under its secured revolving credit facility, expectations for double-digit percentage adjusted free cash flow to debt, and suspension of share buybacks. Despite the increase in the cash conversion cycle from less than 20 days to 25 days as of June 2020 reflecting higher inventory levels to ensure availability and a higher mix of public sector revenues with longer payable terms, CDW continues to generate good free cash flow supported by relatively stable operating margins (though low on an absolute basis, similar to other IT distributors) and low capital intensity with annual, run-rate capex of less than 1% of revenue. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable rating outlook reflects CDW's good performance relative to its peers during this global financial and health crisis and continued growth in revenue streams from the public sector, particularly government and education, which counteracts greater fluctuations in corporate sector revenue. Moody's also expects solid execution of its domestic and international business strategies and stable customer and vendor relationships. Ratings could be upgraded if CDW returns to consistent revenue and free cash flow growth, maintains operating margins at current levels, and demonstrates disciplined financial policies including total adjusted debt to EBITDA being sustained below 2.5x with adjusted free cash flow to debt above 20%. Ratings could be downgraded if CDW experiences loss of customers/market share or pricing pressures due to the impact of COVID-19, increasing competition, or a weak economic environment such that margins, interest coverage, or free cash flow erodes. Adjusted debt to EBITDA being sustained above 3.5x could also lead to a downgrade. Based in Vernon Hills, IL, CDW is a leading IT products and solutions provider to business, government, education, and healthcare customers in the U.S., Canada, and the UK. The principal methodology used in this rating was Distribution & Supply Chain Services Industry published in June 2018. CEC DEVELOPMENT: Creditors to Get Paid by Asset Sale Proceeds ------------------------------------------------------------- Debtors CEC Development Borrower, LLC, CEC Renewable Assets, LLC, and CEC Renewable Assets Development, LLC filed with the U.S. Bankruptcy Court for the District of Colorado a Disclosure Statement for Joint Prepackaged Plan of Liquidation dated July 2, 2020. The Plan implements a pre-packaged liquidation agreed to by and among Debtors CEC Development Borrower, LLC, CEC Renewable Assets Development, LLC, and CEC Renewable Assets, LLC and the Debtors’ stakeholders. The Plan provides for the sale of substantially all of the assets of CEC DB to CED BTM Development Solar, LLC. To evidence their support of the Debtors' liquidation, the Debtors and their stakeholders executed the Plan Support Agreement. The DIP Facility Lender and the Senior Lenders support the Plan. Given the support for the Debtors' liquidation by the Debtors' stakeholders, the Debtors elected to pursue a prepackaged restructuring in the weeks leading up to the solicitation period to maximize value by minimizing both the costs of liquidating and the impact on the Project Companies’ businesses. The Debtors believe that the Plan represents the most efficient route to liquidation. Class 1 is comprised of the Allowed Secured Claim of Dev Lender and Tranche B Lender. The Secured Claims of Dev Lender and Tranche B Lender shall have been rolled-up and become part of the DIP Facility Claim and will be treated as set forth above with respect to the DIP Facility Claim. In an abundance of caution, because the claims of Dev Lender and Tranche B Lender are also Secured Claims, they are treated under Class 1, and to the extent not yet paid, shall receive payment in full in Cash. Class 2 consists of the Allowed Secured Claim of Ameresco, Inc. The Allowed Secured Claim of Ameresco, Inc. shall be paid in full prior to the MIPA Closing. Class 4 consists of all General Unsecured Claims. Holders of Allowed General Unsecured Claims will receive no distribution. Class 4 is Impaired and Holders of Class 4 General Unsecured Claims are deemed to rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, Holders of Class 4 General Unsecured Claims are not entitled to vote to accept or reject the Plan. Class 7 consists of the Equity Interests in the Debtors. On the Effective Date, Equity Interests in the Debtors shall be cancelled and released without any distribution. Holders of Equity Interests are Impaired, and such Holders of Equity Interests are conclusively presumed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, Holders of Equity Interests are not entitled to vote to accept or reject the Plan. Except as otherwise provided herein and pursuant to the CED MIPA, or in any agreement, instrument, or other document incorporated in the Plan, on the Effective Date, pursuant to Sections 1141(b) of the Bankruptcy Code, all property in each Debtor's Estate will vest in the Liquidating Debtor. A full-text copy of the Disclosure Statement dated July 2, 2020, is available at https://tinyurl.com/y9ofbpvd from PacerMonitor at no charge. About CEC Development CEC Development Borrower, LLC, and two affiliates sought Chapter 11 protection (Bankr. D. Colo. Case Nos. 20-14573 to 20-14575) on July 2, 2020. The Debtors are represented by: WADSWORTH GARBER WARNER CONRARDY, P.C. David V. Wadsworth Aaron J. Conrardy Lindsay S. Riley 2580 West Main Street, Suite 200 Littleton, CO 80120 Tel: (303) 296-1999 Fax: (303) 296-7600 CENTRIC BRANDS: Sept. 17 Plan Confirmation Hearing Set ------------------------------------------------------ Centric Brands Inc. and its debtor affiliates filed with the U.S. Bankruptcy Court for the Southern District of New York a motion for entry of an order approving the adequacy of information in the Disclosure Statement. On July 3, 2020, Judge Sean H. Lane granted the motion and ordered that: * The Disclosure Statement is approved as providing Holders of Claims entitled to vote on the Plan with adequate information to make an informed decision as to whether to vote to accept or reject the Plan in accordance with Section 1125(a)(1) of the Bankruptcy Code. * The Solicitation Packages provide the Holders of Claims entitled to vote on the Plan with adequate information to make informed decisions with respect to voting on the Plan in accordance with Bankruptcy Rules 2002(b) and 3017(d), the Bankruptcy Code, and the Local Rules. * Sept. 8, 2020 at 4:00 p.m. is fixed as the last day to file objections to plan confirmation. * Sept. 14, 2020 at 4:00 p.m. is fixed as the last day to file the confirmation brief and plan reply. * Sept. 17, 2020 at 11:00 a.m. is fixed as the confirmation hearing date. * Claims splitting is not permitted and creditors who vote must vote all of their Claims within a particular class to either accept or reject the Plan. If Holders of Claims submit Ballots on account of multiple Claims within a Voting Class, the Notice and Claims Agent shall tabulate such votes in the aggregate amount and as one vote for numerosity purposes. A copy of the order dated July 3, 2020, is available at https://tinyurl.com/y77wvdy5 from PacerMonitor at no charge. Counsel to the Debtors: ROPES & GRAY LLP Gregg M. Galardi Cristine Pirro Schwarzman Daniel G. Egan Emily Kehoe 1211 Avenue of the Americas New York, New York 10036 Telephone: (212) 596-9000 Facsimile: (212) 596-9090 E-mail: gregg.galardi@ropesgray.com cristine.schwarzman@ropesgray.com daniel.egan@ropesgray.com emily.kehoe@ropesgray.com About Centric Brands Centric Brands Inc. designs, produces, merchandises, manages and markets kidswear, accessories, and men's and women's apparel under owned, licensed and private label brands. Currently, the company and its affiliates license over 100 brands, including AllSaints, BCBG, Buffalo, Calvin Klein, Disney, Frye, Herve Leger, Jessica Simpson, Joe's, Kate Spade, Kenneth Cole, Marvel, Michael Kors, Nautica, Nickelodeon, Spyder, Timberland, Tommy Hilfiger, Under Armour, and Warner Brothers. The companies sell licensed products through both retail and wholesale channels. Centric Brands and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-22637) on May 18, 2020. As of March 31, 2020, the Debtors disclosed $1,855,722,808 in total assets and $2,014,385,923 in total liabilities. Judge Sean H. Lane oversees the cases. The Debtors tapped Ropes & Gray, LLP as bankruptcy counsel; PJT Partners, Inc., as investment banker; Alvarez & Marsal, LLC as financial advisor; and Prime Clerk, LLC as notice, claims and balloting agent. CHRISTOPHER G. COMBS: Plan & Disclosures Approved by Judge ---------------------------------------------------------- Judge Jerry A. Funk has entered an order confirming the Combined Disclosure Statement and Chapter 11 Plan of Reorganization of Christopher G. Combs Enterprise, LLC. Secured creditors will retain any lien on property in which the estate has an interest to the extent of the value of such creditor's interest in the estate’s interest in such property or as agreed between the parties in the Debtor-in-Possession’s Chapter 11 Plan of Reorganization. All proceeds, after expenses, related to causes of actions which could have been brought by the estate shall be distributed pro rata to general unsecured creditors within 30 days of receipt of such proceeds. A copy of the Plan Confirmation Order is available at https://tinyurl.com/y9eg2dhp from PacerMonitor at no charge. The Debtor is represented by: Law Offices of Jason A. Burgess 1855 Mayport Road Atlantic Beach, Florida 32233 Tel: (904) 372-4791 About Christopher G. Combs Enterprise Christopher G. Combs Enterprise filed a voluntary Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-04717) on Dec. 12, 2019, and is represented by Jason A. Burgess, Esq. at The Law Offices of Jason A. Burgess, LLC. The Debtor reported under $1 million in both assets and liabilities. CLEARWATER PAPER: Moody's Rates New $275MM Unsecured Notes 'Ba3' ---------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Clearwater Paper Corporation's proposed $275 million senior unsecured notes due 2028. Clearwater intends to use the net proceeds of this offering to refinance the 4.5% $275 million senior unsecured notes due 2023. The company's Ba2 corporate family rating, Ba2-PD probability of default rating, Ba1 senior secured bank credit facility rating, Ba3 senior unsecured debt rating, and the SGL-2 speculative grade liquidity rating remain unchanged. The rating outlook remains stable. Assignments: Issuer: Clearwater Paper Corporation Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD5) "The refinancing is leverage neutral and Clearwater's existing ratings remain unchanged, reflecting its expectations that company's leverage (adjusted Debt to EBITDA) will be around 4x in 2020", said Ed Sustar, Senior Vice President with Moody's. RATINGS RATIONALE Clearwater's Ba2 CFR benefits from 1) mid-level North American market positions in private label tissue and high-end consumer paperboard packaging; 2) focus in two businesses that have relatively stable end market demand; 3) adjusted leverage of 4.3x (June 2020) and 4) good liquidity with significant improvement in free cash flow generation following the return of capital expenditures to more normal levels. Clearwater is constrained by 1) potential near-term over-supply in tissue with several new tissue paper machines (including Clearwater's tissue expansion) ramping up; 2) exposure to market pulp price increases; and 3) vulnerability to larger and financially stronger competitors. Clearwater completed the multi-year construction of a new tissue machine at its Shelby, NC, mill, and replacement of a batch digester with a continuous digester at Lewiston, ID. The company's new Ba3 rated $275 million senior unsecured notes are one notch below the CFR reflecting the note holders' subordinate position behind the company's $250 million asset based revolving credit facility and $239 million secured term loan, in accordance with Moody's loss-given-default methodology. Clearwater has good liquidity (SGL-2) with about $364 million in liquidity sources to fund about $2 million of short-term debt maturities. Sources are 1) $48 million of cash (June 2020), 2) about $216 million of availability under the company's $250 million ABL facility (which matures in July 2024 pro forma for the 2023 notes refinancing), and 3) Moody's estimate of about $100 million of free cash flow generation over the next 12 months, as the company's capital expenditures have declined significantly following the completion of its tissue expansion and pulp optimization projects. The spread of the coronavirus outbreak, weak global economic outlook, and asset price declines are creating a severe and extensive credit shock across many sectors, regions and markets. The combined credit effects of these developments are unprecedented. The paper and forest products sector have been affected by the shock given its sensitivity to consumer demand and sentiment. However, in most jurisdictions, the paper and forest products industry has been deemed as an essential industry. This designation allows Clearwater to continue to supply products used in consumers household and retail business. Nonetheless, the impact on Clearwater's credit profile could leave it vulnerable to shifts in market sentiment in these unprecedented operating conditions and Clearwater remains vulnerable to the outbreak as it continues to spread. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The stable outlook reflects Moody's expectation that Clearwater will maintain good liquidity as its leverage trends down towards 4x in 2020, through debt reduction from improved free cash flow as EBITDA increases from the full ramp-up of several projects, operational improvements, and lower pulp prices. Moody's expects bleached paperboard prices will decline about 4% in 2020 while average tissue prices increase 1%, as average market pulp prices decline. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Factors that could lead to an upgrade: - the company's normalized retained cash flow to adjusted debt is sustained at or above 20% (13% as of March 2020) - the ratio of adjusted debt to EBITDA is sustained at or below 3x (5.6x as of March 2020) - EBITDA margins approach 16% (11% as of March 2020) Factors that could lead to a downgrade: - the company's liquidity position deteriorates significantly - the company's normalized retained cash flow to adjusted debt is sustained below 10% (13% as of March 2020) - the company total adjusted debt to EBITDA are sustained above 4.5x (5.6x as of March 2020) - EBITDA margins sustained below 10% (11% as of March 2020) The principal methodology used in this rating was Paper and Forest Products Industry published in October 2018. Headquartered in Spokane Washington, Clearwater is a leading North American producer of private label tissue products (toilet paper, paper towels, facial tissue and napkins) and bleached paperboard (SBS -solid bleached sulphate, principally used in packaging of higher value branded consumer products such as cosmetics and pharmaceuticals). The company generated June 2020 LTM sales of $1.8 billion. CLEARWATER PAPER: S&P Alters Outlook to Stable, Affirms 'BB-' ICR ----------------------------------------------------------------- S&P Global affirmed its 'BB-' rating on Spokane–based Clearwater Paper Corp. and revised its outlook to stable from negative. S&P expects Clearwater Paper to maintain leverage of 4.1x-4.6x in 2020 and 2021, supported by improved cash flow generation current deleveraging efforts. Clearwater Paper generated more than $120 million of operating cash in the first half of 2020 and reduced debt by $100 million in the second quarter of 2020, reducing leverage to 4.1x as of June 30, 2020. The company's Shelby plant has achieved full run rate and S&P expects the company to eventually reach capacity of an additional 70,000-75,000 tons of tissue production. The new capacity will be largely dedicated to higher-margin premium tissue products. Incremental EBITDA will be key to the company's deleveraging plans and S&P expects adjusted EBITDA of $200 million-$220 million and leverage of 4x-4.5x in 2020. The rating agency expects COVID-19 to have contrasting impacts on Clearwater Paper's segments, resulting in flat revenue overall. Clearwater Paper saw a significant increase in demand for tissue and paperboard products in the first six months of 2020, largely due to residential consumer purchasing behavior stemming from the coronavirus pandemic. The pandemic also led to an increased shift to at-home demand. The company has rationalized products to increase throughput to meet elevated demand. S&P expects some reversal in volume in the second half of 2020 for the consumer products segment as well as lower selling prices due to product mix shift, leading to mid- to high-single-digit revenue growth in 2020. In contrast, the pandemic has hampered Clearwater Paper's paperboard business due to a reduction in commodity food service volume and lower selling prices due to unfavorable product mix. S&P expects these weaknesses to persist into the second half of 2020, resulting in segment sales decline for the year in the mid- to high-single digits. The Shelby expansion project and other cost optimization initiatives should yield positive synergy benefits. S&P expects the ramp up of production following the recently completed Shelby expansion to result in improved production and cost optimization. The Shelby facility, Lewiston Pulp Optimization project, and enhancements in the consumer products segment operating model should allow Clearwater Paper to achieve significant EBITDA margin expansion in 2020, leading to a 20% improvement in EBITDA generation. The stable outlook reflects Clearwater Paper's improved operating performance and earnings generation over the past year as well as the resulting reduction in leverage, which S&P expects to remain in the 4.0x-4.5x range in 2020. "We could lower our rating on Clearwater Paper over the next 12 months if adjusted leverage trended above 5x and we expected it to remain there for a prolonged period. This may occur if the competitive pressures leading to price and margin erosion or an unanticipated reduction in volume in its consumer products segment lead to reduced revenues and EBITDA margins falling below 10% in 2020 or below 9% in 2021," S&P said. "We could raise our rating if Clearwater Paper continued to reduce leverage well below 4x and we were confident it would remain there for the foreseeable future. This could occur due to improved pricing and volumes or lower input costs in the consumer product segment. We would expect an improvement in EBITDA margins of at least 200 basis points (bps) in 2020 EBITDA--compared to second quarter 2020 trailing 12 month margins--to result in such a an event," the rating agency said. CROSSPLEX VILLAGE: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: CrossPlex Village QALICB, LLC 2341 Crossplex Blvd Suite 115 Birmingham, AL 35208 Business Description: CrossPlex Village QALICB, LLC is in the hotels and motels business. Chapter 11 Petition Date: August 10, 2020 Court: United States Bankruptcy Court Northern District of Alabama Case No.: 20-02586 Debtor's Counsel: Jeffery J. Hartley, Esq. HELMSING LEACH HERLONG NEWMAN & ROUSE 150 Government Street Suite 2000 Mobile, AL 36602 Tel: 251-432-5521 E-mail: jjh@helmsinglaw.com dwc@helmsinglaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Bob Nesbitt, designee of its managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors at the time of the filing. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/jsQm08 CTI BIOPHARMA: Incurs $14 Million Net Loss in Second Quarter ------------------------------------------------------------ CTI Biopharma Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q, disclosing a net loss of $14 million on $0 of license and contract revenues for the three months ended June 30, 2020, compared to a net loss of $10.97 million on $416,000 of license and contract revenues for the three months ended June 30, 2019. For the six months ended June 30, 2020, the Company reported a net loss of $26.18 million on $0 of license and contract revenues compared to a net loss of $21.78 million on $1.05 million of license and contract revenues for the six months ended June 30, 2019. As of June 30, 2020, the Company had $76.41 million in total assets, $19.55 million in total liabilities, $56.86 million in total stockholders' equity. "This past quarter we announced enrollment of the first patient in our PRE-VENT Phase 3 clinical trial of pacritinib in hospitalized patients with severe COVID-19, an important step for CTI as we work to provide a new therapeutic option for COVID-19 patients," said Adam R. Craig, M.D., Ph.D. "With regards to the PACIFICA Phase 3 trial, we continue to enroll patients but the enrollment rate is lower than planned due to the COVID-19 pandemic and we now anticipate at least a six-month delay in the trial. However, given our cash runway into Q4 2021, we remain confident in our ability to successfully execute on the development of pacritinib for the treatment of severely thrombocytopenic myelofibrosis patients." Operating loss was $10.0 million and $21.9 million for the three and six months ended June 30, 2020, respectively, compared to operating loss of $11.0 million and $21.5 million for the respective periods in 2019. Operating loss for the three months ended June 30, 2020 as compared to the comparable period in 2019 resulted primarily from a decrease in general and administrative expenses. The increase in operating loss for the six months ended June 30, 2020 as compared to the comparable period in 2019 resulted primarily from the recording of a full allowance against certain VAT receivables due to an increased uncertainty of collectability. No revenues were recognized for the three and six months ended June 30, 2020, while revenues of $0.4 million and $1.1 million, respectively, were recognized for the comparable periods in 2019. License and contract revenues in 2019 resulted from royalty and other revenues recognized from Les Laboratoires Servier and Institut de Recherches Internationales Servier related to transition period activities pursuant to the terms of the Termination and Transfer Agreement with Servier. As of June 30, 2020, cash, cash equivalents and short-term investments totaled $70.1 million, compared to $33.7 million as of Dec. 31, 2019. The Company expects current cash and cash equivalents will enable it to fund its operations into the fourth quarter of 2021. A full-text copy of the Form 10-Q is available for free at: https://is.gd/O6Rnln About CTI BioPharma Corp. Headquartered in Seattle, Washington, CTI BioPharma Corp. is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies for blood-related cancers that offer a unique benefit to patients and their healthcare providers. The Company concentrates its efforts on treatments that target blood-related cancers where there is an unmet medical need. In particular, the Company is focused on evaluating pacritinib, its sole product candidate currently in active development, for the treatment of adult patients with myelofibrosis. In addition, the Company has recently started developing pacritinib for use in hospitalized patients with severe COVID-19, in response to the COVID-19 pandemic. CTI Biopharma reported a net loss of $40.02 million for the year ended Dec. 31, 2019, compared to a net loss of $29.32 million for the year ended Dec. 31, 2018. DAVITA INC: S&P Rates New $1.5BB Senior Unsecured Notes 'B+' ------------------------------------------------------------ S&P Global Ratings assigned its 'B+' issue-level rating and '6' recovery rating to DaVita Inc.'s proposed $1.5 billion 10.5-year senior unsecured notes. The '6' recovery rating indicates its expectation for minimal (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. The transaction is leverage neutral as the company intends to use the proceeds to repay the existing $1.5 billion 2025 notes. S&P's 'BB' issuer credit rating on DaVita reflects the company's significant scale as a top-two dialysis provider in the U.S., which is offset by its narrow business focus and reimbursement risk, given that it derives most of its profit from roughly 10% of its commercially insured treatments. The negative outlook reflects the risk that DaVita may be tolerant of leverage slightly higher than its traditional 3.0x-3.5x target range without the urge to deleverage immediately. As expected, DaVita made no share repurchases during the quarter; however, S&P's expect it to resume share repurchases in the second half of the year given its growing cash balance. DaVita's adopting a more aggressive financial policy may keep adjusted leverage above 4x. Also, DaVita's long-term profit margins could decrease from a potentially unfavorable payor mix shift due to the high unemployment rate. S&P estimates that for every 100 basis points of treatment volume shift to Medicare from commercial payors, the company could face a $170 million-$270 million reduction in operating income. For context, from 2008 to 2009, DaVita's commercial treatment mix declined from 13% to 12%, largely driven by higher unemployment. S&P acknowledges the shift could be less severe this time because newly unemployed patients can now elect to use Affordable Care Act plans, which did not exist in 2009 and typically reimburse higher than Medicare, but still likely lower than traditional commercial plans. Also, some of the newly unemployed population didn't have insurance through their employers. Instead, they had insurance through exchanges and their insurance may not be affected after losing employment. DELUXE ENTERTAINMENT: Sells Media Localization Arm to Platinum -------------------------------------------------------------- Esther Bond, writing for M & A and Funding, reports that Deluxe Entertainment has sold its media localization arm to Platinum Equity. Deluxe's media localization operations are changing hands in a deal that sees the post-production giant’s distribution arm carved out from the rest of the business. On July 1, 2020, several media outlets in Hollywood reported that Deluxe Entertainment's distribution business had been acquired by Platinum Equity, a private equity (PE) firm headquartered in Beverly Hills, California. The financial terms of the deal were not disclosed. Deluxe's distribution business houses sizable media localization revenues from activities such as subtitling and dubbing. It also includes digital cinema, home entertainment, and fulfilment operations. Deluxe’s creative businesses have not been sold, but will soon no longer carry the Deluxe name. The partial sale of Deluxe Entertainment, which was founded more than 100 years ago, comes less than a year after the company filed for Chapter 11 bankruptcy. It was, at the time, under the ownership of a holding company belonging to American billionaire Ron Perelman. Deluxe has more than 3,000 employees globally and boasts hubs in Los Angeles, London, Sydney, and Bangalore, India. The new owner of Deluxe's distribution business, Platinum Equity, is headed by CEO Tom Gores. The PE firm has two active funds, Platinum Equity Capital Partners V (USD 10bn) and Platinum Equity Small Cap Fund (USD 1.5bn). They have around USD 23bn in assets under management and have completed more than 250 acquisitions since 1995. Platinum Equity's current portfolio is diversified across industries, including food and beverage, business services, construction and telecom, with more activity to follow in the entertainment space. The investment firm is well-practised in "acquiring non-core divisions of the world's largest corporations," and has previously taken over divisions of household names such as Johnson & Johnson (healthcare) and Wyndham Worldwide (hotel group). The acquisition by Platinum Equity will see a return of several former Deluxe execs to the acquired business. Cyril Drabinsky, who was President and CEO of Deluxe between 2006 and 2014 before moving to the role of Vice Chairman, left Deluxe in 2017 to put up his own business. Drabinsky will take on the role of CEO, joined by Mike Gunter, who returns as CFO, and former COO Warner Stein. Platinum Equity was advised in the deal by William Sherak, former President of Post Production at Deluxe, who will stay on in an advisory capacity. About Deluxe Entertainment Deluxe Entertainment Services Group is the world's leading video creation-to-distribution company offering global, end-to-end services and technology. Through unmatched scale, technology and capabilities, Deluxe enables the worldwide market for premium content. The world's leading content creators, broadcasters, OTTs and distributors rely on Deluxe's experience and expertise. With headquarters in Los Angeles and New York and operations in 38 key media markets worldwide, the Company relies on the talents of more than 7,500 of the industry's premier artists, experts, engineers and innovators. On October 3, 2019, Deluxe Entertainment Services Group Inc. and 26 affiliates each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23774). Kirkland & Ellis, LLP is acting as legal counsel for the Company, and PJT Partners is acting as its financial advisor. Prime Clerk LLC is the claims agent. FTI Consulting, Inc. is acting as financial advisor for a majority group of its senior lenders, and Stroock & Stroock & Lavan LLP is acting as the group's legal counsel. DESIGN REFRIGERATION: Aug. 13 Disclosure Statement Hearing Set -------------------------------------------------------------- Design Refrigeration and Air Conditioning Company filed with the U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, a Disclosure Statement in support of Chapter 11 Plan of Reorganization dated July 7, 2020. Judge Paul G. Hyman, Jr. ordered that: * Aug. 13, 2020 and 10:00 a.m. is the hearing to consider approval of the Disclosure Statement. * Aug. 6, 2020 is fixed as the last day for filing and serving objections to the Disclosure Statement. * July 14, 2020 is fixed as the last day for filing service of order, disclosure statement and plan. A copy of the order dated July 7, 2020, is available at https://tinyurl.com/yd5aamco from PacerMonitor at no charge. The Debtor is represented by: Chad Van Horn, Esq. Van Horn Law Group, P.A. 330 N. Andrews Ave., Suite 450 Fort Lauderdale, Florida 33301 Telephone: (954) 765-3166 Facsimile: (954) 756-7103 E-mail: Chad@cvhlawgroup.com About Design Refrigeration and Air Conditioning Company Design Refrigeration and Air Conditioning Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-23643) on Oct. 11, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of less than $500,000. Judge John K. Olson oversees the case. Van Horn Law Group, P.A., is the Debtor's legal counsel. DESIGN REFRIGERATION: Unsecureds to Have 10% Recovery over 5 Years ------------------------------------------------------------------ Design Refrigeration and Air Conditioning Company filed with the U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, a Disclosure Statement in support of Chapter 11 Plan of Reorganization dated July 7, 2020. Class 9 consists of the allowed unsecured general claims. The total amount of general unsecured claims is $625,306. Of that amount, $360,056 is held by Hector Quevedo, Vice President of the Debtor. As an insider, his claim will not be paid. The allowed claims total $265,250, which will be paid at 10 percent over 60 months. Based on the claims, distributions in the amount of $1,326 shall be made on a quarterly basis (20 quarters) for five years. Upon the effective date of the Debtor's Plan of Reorganization, Mark Curtis and Hector Quevedo shall each remain a 50% equity shareholder in the newly reorganized Debtor. On the Effective Date, all property of the Debtor’s Estate, including all real and personal property interests, shall vest in the Debtor. The funds to make the initial payments will come from the Debtor in Possession’s Bank account. Funds to be used to make cash payments pursuant to the Plan shall derive from Debtor’s income. A full-text copy of the Disclosure Statement dated July 7, 2020, is available at https://tinyurl.com/ya4oh3sa from PacerMonitor at no charge. The Debtor is represented by: Chad Van Horn, Esq. Van Horn Law Group, P.A. 330 N. Andrews Ave., Suite 450 Fort Lauderdale, Florida 33301 Telephone: (954) 765-3166 Facsimile: (954) 756-7103 E-mail: Chad@cvhlawgroup.com About Design Refrigeration and Air Conditioning Company Design Refrigeration and Air Conditioning Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-23643) on Oct. 11, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of less than $500,000. Judge John K. Olson oversees the case. Van Horn Law Group, P.A., is the Debtor's legal counsel. EDGE INDUSTRIAL: S&P Lowers 2017B Revenue Bond Rating to 'BB' ------------------------------------------------------------- S&P Global Ratings lowered its long-term rating to 'BB' from 'BBB' on the Economic Development Growth Engine (EDGE) Industrial Development Board of the City of Memphis and Shelby County, Tenn.'s 2017B taxable tax increment revenue bonds issued for the Graceland Development Project. The outlook is negative. "The rating action reflects our opinion that prospective annual debt service coverage on the 2017B bonds for the 2021 bond year may fall to less than 1x given curtailed visitor and revenue activity within the Graceland Development as a result of the ongoing effects of COVID-19," said S&P Global Ratings credit analyst Randy Layman. The negative outlook reflects at least a one-in-three likelihood S&P could lower the rating over a one-to-two year horizon. In S&P's view, given pledged revenue's dependence on tourism-related activity in a niche market, it views the project as carrying elevated social risks relative to the broad tax-backed obligations secured by taxes on hotel and tourist activity. These pressures have come to fruition under the conditions propagated by the COVID-19 pandemic. ELLIE MAE INC: S&P Places 'B-' Long-Term ICR on Watch Positive -------------------------------------------------------------- S&P Global Ratings placed its ratings, including its 'B-' long-term issuer credit rating on Pleasanton, Calif.-based Ellie Mae Inc., on CreditWatch with positive implications, reflecting its view that Ellie Mae's credit profile may improve with the anticipated debt reduction associated with the transaction. The placement of the ratings on CreditWatch with positive implications reflects the likelihood that S&P would raise all of its ratings on Ellie Mae, including its 'B-' long-term issuer credit rating, following the close of the acquisition by higher-rated U.S.-based Intercontinental Exchange Inc. (ICE) (A/Stable/A-1). In conjunction with this acquisition, S&P expects Ellie Mae's debt to be repaid in full and Thoma Bravo LLC's stake in the company to be substantially reduced or eliminated. Ellie Mae's competitive advantages include: -- Leading provider of mission critical loan origination systems (LOS) software that automates a highly regulated process; -- Subscription-based software-as-a-service delivery model, making it highly scalable; -- Normalized for recent spikes in loan volume, 60%-70% of total revenues are recurring in nature and primarily include the Encompass and customer relationship management (CRM) platforms; -- High renewal rates above 95%, due to consistent product enhancements; and -- Over delivered on planned cost reductions in 2019 leveraged buyout with the expectation of one-time elevated capitalized software spending to roll off by the end of 2020. Key risks facing Ellie Mae include: -- Customer consolidation would reduce subscription-based revenues; and -- Competitive threats from Black Knight, which has been actively investing in its Empower LOS platform. -- Declines in transaction-based revenues may result in EBITDA margin pressure; CreditWatch S&P expects to resolve the CreditWatch placement in the second half of 2020 after the transaction closes. Concurrently, S&P expects to withdraw its ratings on Ellie Mae following the repayment of its debt in conjunction with the close of the acquisition. ENDOLOGIX INC: Starts Ch. 11 Process, Enters Deal With Deerfield ---------------------------------------------------------------- Endologix, Inc. (Nasdaq: ELGX), a developer and marketer of innovative treatments for aortic disorders, announced that, after evaluating a variety of strategic options, it has initiated a voluntary Chapter 11 case and simultaneously filed a consensual plan of reorganization supported by Deerfield Partners ("Deerfield") as its largest creditor. The Company firmly believes these actions provide the best path to address financial challenges resulting from COVID-19 and the related delays in elective medical procedures and to realize the full benefits of operational enhancements made over the past two years. Under the terms of the plan filed today, Endologix will become a private company and emerge financially well-equipped to realize the full potential of the most advanced and innovative abdominal aortic aneurysm (AAA) pipeline in the industry. "We are excited to begin a new chapter for our organization now characterized by financial stability. Although COVID-19 has presented a delay in many AAA procedures that, in turn, has negatively impacted our revenue, we remain confident we have taken the right steps to ensure we are consistently providing valued support to customers and the patients we serve with the highest quality products and the most talented and committed employees in the industry," said John Onopchenko, Chief Executive Officer of Endologix. "The path we are now taking to strengthen our balance sheet and transition to private ownership will allow us to accelerate our progress with our strong patient-first business focus, an enduring spirit of innovation, and an unrelenting commitment to advancing our life-saving products supported by industry-leading evidence." Mr. Onopchenko continued: "As Endologix's largest lender, Deerfield has demonstrated consistent support for our Company's business strategy and mission to transform aortic care for life. We are confident that, with their continued support and the benefit of this comprehensive financial restructuring, we will be well-positioned to serve physicians and patients for many years to come. We remain focused on elevating the standard of care for patients suffering from AAA by advancing our strategy and executing our plans with confidence. We will initiate the commercial launch of Alto in the U.S. market in the coming weeks and in Europe later this year. In addition, we intend to enroll our first patient in our ChEVAS ONE IDE in Q3 2020 and initiate enrollment of our Alto RCT later this year, while preparing our Nellix 3.5 PMA submission to the FDA. These are just a few meaningful, near-term steps to execute our strategy, now bolstered by new investment and a secure financial foundation to reach our full potential." Under the terms of the proposed plan of financial reorganization, Endologix will eliminate approximately $180 million of debt from its balance sheet on a net basis, including approximately $130 million of debt currently held by Deerfield that will convert to equity in the reorganized Company. The Company also expects to gain access to $110.8 million of new financing through this process, including $30.8 million in debtor-in-possession (DIP) financing from Deerfield, an additional $30 million in exit financing from Deerfield, and $50 million in rolled over debt from the Company’s current first lien debt. To implement its agreement with Deerfield, Endologix and its U.S. subsidiaries initiated a voluntary case under Chapter 11 of the U.S. Bankruptcy Code and simultaneously filed a consensual plan of reorganization with Deerfield's support. The Company expects to complete the process by end of the third quarter of 2020, emerging as a private company with the financial flexibility necessary to accelerate investment in new technologies that further its leadership as the largest company focused solely on the AAA space. Endologix fully intends to operate its business as usual during the process. About Endologix Inc. Endologix, Inc. -- https://www.endologix.com/ -- is a publicly held company that develops, manufactures, markets and sells innovative medical devices for the treatment of aortic disorders in the United States and abroad. In particular, Endologix's products are intended for life-saving and minimally invasive endovascular treatment of abdominal aortic aneurysms. Endologix, Inc. was founded in 1992 and is headquartered in Irvine, California. Endologix and 7 affiliates sought Chapter 11 protection on July 5, 2020. The first filed case is In re TriVascular Sales LLC (Bankr. N.D. Tex. Case No. 20-31840). Endologix reported $279,588,585 in assets and $244,701,230 in liabilities as of May 31, 2020. The Hon. Stacey G. Jernigan is the case judge. The Debtors tapped DLA PIPER LLP (US) as bankruptcy counsel; FTI CONSULTING, INC., as financial advisor; and JEFFERIES, LLC as investment banker. OMNI AGENT SOLUTIONS is the claims agent. ENGUITY TECHNOLOGY: Court Conditionally Approves Disclosures ------------------------------------------------------------ Judge Karen K. Specie has ordered that the disclosure statement filed by Enguity Technology Corp. is conditionally approved. A confirmation hearing will be held via CourtCall on August 20, 2020 at 10:30 a.m., Eastern Time. Aug. 13, 2020, is fixed as the last day for filing and serving written objections to the disclosure statement, and is fixed as the last day for filing acceptances or rejections of the plan. Objections to confirmation must be filed and served seven days before the date of confirmation hearing. On or before July 21, 2020, the plan of reorganization, the disclosure statement, ballot for accepting or rejecting the plan, and this Order conditionally approving the disclosure statement must be transmitted by mail by the attorney for the proponent of the plan sought to be confirmed to creditors. About Enguity Technology Enguity Technology Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 19-40473) on Sept. 6, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of less than $100,000. The Debtor is represented by Bruner Wright, P.A. EXIDE HOLDINGS: $178.6M Sale of All Assets to Battery BidCo Okayed ------------------------------------------------------------------ Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware authorized Exide Technologies, LLC and EX Holdings, Inc. to sell substantially all assets to Battery BidCo, LLC, in accordance with their Stock and Asset Purchase Agreement, dated as of July 27, 2020. The aggregate consideration to be paid by the Buyer for will be (a) an amount in cash equal to the sum of (i) $178.6 million, plus (ii) the Final Working Capital Increase (if any), minus (iii) the Final Working Capital Decrease (if any), minus (iv) the Final Transferred Entity Debt (if any), plus (v) the Final Cash Amount Increase (if any), minus (vi) the Final Cash Amount Decrease, and (b) the assumption of the Assumed Liabilities. 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 Sale Hearing was held on Aug. 6, 2020. If a counterparty to any Available Contract files an objection to the assumption and assignment of such Available Contract to Buyer, then such contract will be deemed a Disputed Contract." The Debtors will be authorized to resolve or settle any objections to the assumption and assignment of Disputed Contracts in accordance with the terms of the Purchase Agreement. Pursuant to the Purchase Agreement, the Debtors will not settle a disputed Cure Cost for an amount in excess of $5,000, individually, and $75,000, in the aggregate, of the Debtors’ estimated Cure Cost for the relevant Disputed Contract, without the consent of Buyer (acting reasonably). Upon a Final Order determining any Cure Cost regarding any Disputed Contract after the Closing (and prior to the earlier of the date that is six months following the Closing Date or confirmation of a plan in these chapter 11 cases), the Buyer will have the option to (x) pay the Cure Cost for such Disputed Contract and the Debtors will be permitted to assume the Disputed Contract and assign such contract to the Buyer as a Transferred Contract or (y) designate the Disputed Contract as an Excluded Contract and will not be responsible for such Cure Cost. The Transaction Documents, the transactions contemplated thereby, including the Sale Transaction, the Canada Restructuring, the BMAL Transfer, the transfer of the "Prevailer" trademark, and all of the terms and conditions thereof, are hereby authorized and approved in their entirety. The sale is free and clear of all Claims. The Acquired Assets will not include assets for which the Debtors do not have title. The Doe Run Resources Corp. disputes the Debtors' title to certain Acquired Assets, and the parties reserve any and all rights to bring such dispute before the Court for final resolution, and neither the Debtors nor the Buyer can compel turnover of the disputed Acquired Assets in Doe Run's possession absent further court order adjudicating. Notwithstanding the foregoing or any other provision of the Sale Order or the Purchase Agreement to the contrary, the transfer of the Acquired Assets to the Buyer will not be free and clear of the right to assert setoff or recoupment as a defense by any party that timely filed an objection preserving such right or defense, including, without limitation, Battery Systems, Inc., CNH Industrial America, LLC, Robert Bosch, LLC, Hino Motors Manufacturing U.S.A., Inc. and Hino Motors Canada, Ltd., with their applicable affiliates, The Doe Run Resources Corp., and MDSA, LLC. The Continued Use Agreement with regard to equipment purchased or acquired with funds distributed to the Debtors pursuant to the Department of Energy Assistance Agreement Award No. DE-EE00026l8 ("DOE Assets") will not be assumed and assigned, but may be novated by DOE, subject to DOE consent and in compliance with applicable non-bankruptcy law, with regard to any DOE Assets transferred to the Buyer. In accordance with the Purchase Agreement, prior to the Closing, the Seller will provide to Buyer an Estimated Closing Statement. The Estimated Closing Statement will indicate, among other things, that, at the Closing, the Buyer will pay to (i) the DIP Agent, a portion of the Purchase Price in an amount sufficient to pay the DIP Obligations in full in cash, and (ii) the Seller, the balance of the Purchase Price remaining due and owing under the Purchase Agreement less the DIP Payoff Amount. On the Closing Date, (a) the Buyer will pay the DIP Agent the DIP Payoff Amount; and (b) the Debtors will pay from the cash proceeds of the Sale Transaction to (x) the Prepetition ABL Agent an amount sufficient to pay the Prepetition ABL Debt in full in cash, and (y) the Americas Stalking Horse Bidder the Termination Payment in an amount not to exceed $7.6 million in connection with the Americas Stalking Horse Bid. Following the payments provided for, all Liens, other than those released, that existed prior to Closing in the Acquired Assets owned by the Debtors will attach to the remaining proceeds of the Sale Transaction. The Debtors are authorized to assume and assign the Assumed Contracts to Buyer free and clear of all Claims. The settlement term sheets between the Debtors and the unions party to the Applicable CBAs are approved, and the parties are authorized to execute and perform any and all actions contained therein. The Debtors and the Buyer may enter into additional term sheets or settlements with the unions party to the Applicable CBAs on similar terms without any further order from the Court. Notwithstanding the provisions of Bankruptcy Rules 6004(h) and 6006(d) or any applicable provisions of the Local Rules, the Order will not be stayed after the entry, but will be effective and enforceable immediately upon entry, and the 14-day stay provided in Bankruptcy Rules 6004(h) and 6006(d) is expressly waived and will not apply. Time is of the essence in closing the Sale Transaction and the Debtors and Buyer intend to close the Sale Transaction as soon as practicable. The automatic stay imposed by section 362 of the Bankruptcy Code is modified solely to the extent necessary to implement the provisions of the Order. Any discharge of indebtedness that might otherwise be recognized for U.S. income tax purposes as income from discharge of indebtedness by the Debtors as a result of the performance of any obligation or taking of any other action contemplated by the Purchase Agreement, and any discharge or release of indebtedness as result of the Purchase Agreement, is granted by the Court. A copy of the Agreement is available at https://tinyurl.com/y6eou24w from PacerMonitor.com free of charge. About Exide Holdings Founded in 1888 and headquartered in Milton, Ga., Exide Holdings, Inc. -- https://www.exide.com/ -- is a stored electrical energy solutions company and a producer and recycler of lead-acid batteries. Across the globe, Exide batteries power cars, boats, heavy duty vehicles, golf carts, powersports, and lawn and garden applications. Its network power solutions deliver energy to vast telecommunication networks in need of uninterrupted power supply. Exide Technologies first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002, and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013 and emerged from bankruptcy in 2015. In the 2013 case, Exide tapped Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant. The official creditors committee retained Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co-counsel, and Zolfo Cooper, LLC served as its bankruptcy consultants and financial advisors. Exide Holdings and its affiliates, including Exide Technologies LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11157) on May 19, 2020. Exide Holdings was estimated to have $500 million to $1 billion in assets and $1 billion to $10 billion in liabilities. In the newest Chapter 11 case, Weil, Gotshal & Manges LLP is serving as legal counsel to Exide, Houlihan Lokey is serving as investment banker, and Ankura is serving as financial advisor. Richards, Layton & Finger, P.A., is the local counsel. Prime Clerk LLC is the claims agent, maintaining the page https://cases.primeclerk.com/Exide2020/ FAIRWAY GROUP: Unsecured Creditors to Recover 1.0%-1.5% in Plan --------------------------------------------------------------- Fairway Group Holdings Corp. and its affiliated debtors filed with the U.S. Bankruptcy Court for the Southern District of New York a Joint Chapter 11 Plan of Reorganization and a Disclosure Statement dated July 3, 2020. The Debtors commenced Chapter 11 cases to implement a strategic asset sale strategy to maximize recoveries for all creditors and preserve as many jobs as possible. On Feb., 21, 2020, the Bankruptcy Court entered an order approving the relief requested in the Bidding Procedures Motion, including auction and sale procedures for the sale of the Assets. The Debtors successfully conducted a robust marketing process, followed by a nine-day global auction for the sale of the Assets, which commenced on March 16, 2020. On March 25, 2020, the Debtors announced in the Notice Of Successful Bidders At Global Auction the following three Successful Bids for an aggregate purchase price of approximately $82.5 million: (i) a going concern sale of five stores, the lease for the parking lot at the Debtors' Harlem location, and the Debtors' 240,000 square foot production and distribution center and related assets to Village Super Market, Inc. for a purchase price of approximately $76 million, (ii) a going concern sale of the Debtors' Georgetowne store to Seven Seas Georgetowne, LLC for a purchase price of approximately $5 million, and (iii) a sale of the store leases relating to the Debtors’ Paramus and Woodland Park stores to Amazon Retail, LLC for a purchase price of $1.5 million. As part of the Global Settlement among the Debtors, the Creditors' Committee, the UFCW Parties and the Ad Hoc Group, $1.5 million will be contributed to a general unsecured recovery trust for the benefit of Allowed General Unsecured Claims. The Plan is the product of good-faith arm's-length negotiations and is consistent with the objectives of chapter 11. Throughout these chapter 11 cases, the Debtors worked closely and in coordination with their key stakeholders, including the Ad Hoc Group and the Creditors' Committee, both of which actively participated in the development and negotiation of the Plan and support confirmation of the Plan. The UFCW Parties have also committed to accept the Plan so long as the Plan is consistent with the UFCW Settlement. Class 6 General Unsecured Claims are projected to recover 1.0% to 1.5%. Each such holder thereof shall receive (i) such holder's Pro Rata share of (x) the GUC Recovery Trust Interests and (y) the Net Cash Proceeds after the Prepetition Loan Claims are satisfied in full in Cash, until all Allowed General Unsecured Claims are satisfied in full; and (ii) if such holder of an Allowed General Unsecured Claim satisfies the requirements to be a Released Avoidance Party, such holder shall be treated as a Released Avoidance Party. With respect to Class 9 Parent Equity Interests, if the Reorganized Equity Plan Election is made, all Parent Equity Interests will be deemed cancelled without further action by or order of the Bankruptcy Court, and shall be of no further force or effect, whether surrendered for cancellation or not. A full-text copy of the Disclosure Statement dated July 3, 2020, is available at https://tinyurl.com/y8d46b5h from PacerMonitor at no charge. The Debtors are represented by: Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Attn: Ray C. Schrock, P.C. Sunny Singh, Esq. Telephone: (212) 310-8000 Facsimile: (212) 310-8007 E-mail: ray.schrock@weil.com sunny.singh@weil.com About Fairway Group Holdings Corp. Fairway Group -- https://www.fairwaymarket.com/ -- is a food retailer operating 14 supermarkets across the New York, New Jersey and Connecticut tri-state area, including two with freestanding wine and liquor stores (the Stamford and Pelham locations) and two with in-store wine and liquor stores (the Woodland Park and Paramus locations). The company's flagship store is located at Broadway and West 74th Street, on the Upper West Side of Manhattan, featuring a cafe, Sur la Route, and state of the art cooking school. Fairway's stores emphasize an extensive selection of fresh, natural, and organic products, prepared foods, and hard-to-find specialty and gourmet offerings, along with a full assortment of conventional groceries. The Glickberg family launched the business as a small fruit and vegetable stand on the Upper West Side. The iconic market has been providing New Yorkers groceries since the mid-1930s and has since expanded to 21 locations across the tri-state area. Fairway has filed for Chapter 11 bankruptcy twice in four years. The company dug itself out of Chapter 11 proceedings in 2016 by borrowing money and shifting ownership from Sterling Investment Partners to a consortium led by Blackstone's GSO Capital Partners. Fairway Group Holdings Corp. and 25 affiliated companies sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-10161) on Jan. 23, 2020. In the petitions signed by CEO Abel Porter, the Debtors were estimated to have $100 million to $500 million in assets and liabilities. Judge James L. Garrity, Jr., is assigned to the cases. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel; Peter J. Solomon and Mackinac Partners, LLC as financial advisor; and Omni Agent Solutions as claims, noticing and solicitation agent. FALLS EVENT: Trustee's Auction of Houston Property Approved ----------------------------------------------------------- Judge R. Kimball Mosier of the U.S. Bankruptcy Court for the District of Utah authorized the bidding procedures proposed by Michael F. Thomson, the Chapter 11 Trustee of The Falls Event Center, LLC and affiliates, in connection with the public auction sale of The Falls at Cutten Road, LLC's real property located at 13455 Cutten Road, Houston, Harris County, Texas, approximately 3.887 acres, Parcel ID 1312620010001, and legally described as Restricted Reserve "A" in Block 1 Champions Business ParkK, a subdivision in Harris County, Texas, according to the map or plat thereof recorded at Film Code No. 625298 of the Map Records of Harris County, Texas. These Auction Procedures are approved: (a) At the Auction Sale1, the Property will be auctioned onsite and online simultaneously, which allows buyers the choice of bidding live or online; (b) Online bidders will be able to hear the auction live and bid real-time, just as if they were there in person; (c) Once a high bidder is determined, the high bidder will be required to sign a Contract for Sale of Commercial Real Estate at Auction; and (d) The high bidder will be required to pay a non-refundable down payment of 10% of the high bid. he Trustee is authorized to pay from the gross sale proceeds the Closing Payments as set forth in the Motion, including, but not limited to, the following: (a) Outstanding real property taxes; (b) Closing costs; (c) Payment of $950,000 to Golf in partial payment of its lien, less any applicable carve-out for W&W’s commission and closing costs, pursuant to the Stipulation; and (d) A commission to Williams & Williams Marketing Services, Inc. and Jones Lang LaSalle of 6% of the high bid sales price, less the non-refundable Auction Fee (as defined in the W&W Agreement) to be paid by the Estate prior to closing in the amount of $19,000 to cover W&W's costs, fees, and expenses related to the marketing and auction of the Property. The 14-day stay set forth in Rule 6004(h) of the Federal Rules of Bankruptcy Procedure is waived. A copy of the Contract for Sale of Commercial Real Estate at Auction is available at https://tinyurl.com/yxhmnxqo from PacerMonitor.com free of charge. About The Falls Event Center The Falls Event Center LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 18-25116) on July 11, 2018. At the time of the filing, the Debtor was estimated to have assets of $50 million to $100 million and liabilities of $100 million to $500 million. Judge R. Kimball Mosier oversees the case. Ray Quinney & Nebeker P.C. is the Debtor's legal counsel. The Debtor tapped Gil Miller and his firm Rocky Mountain Advisory, LLC, as restructuring advisors. On July 27, 2018, the U.S. Trustee appointed an official committee of unsecured creditors in the case. In November 2018, Judge R. Kimball Mosier entered an order appointing Michael F. Thomson as Chapter 11 trustee. DORSEY & WHITNEY LLP is the Trustee's counsel. On April 30, 2019, the Court appointed Jones Lang Lasalle Americas, Inc., and Jones Lang Lasalle Brokerage, Inc., as Real Estate Broker for the Trustee. FIELDWOOD ENERGY: Phelps Dunbar Represents Linear, A-Port --------------------------------------------------------- In the Chapter 11 cases of Fieldwood Energy, LLC, et al., the law firm of Phelps Dunbar LLP submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing Linear Controls, Inc. and A-Port LLC. Phelps currently represents the following creditors and parties-in-interest in the Debtors' above-captioned Chapter 11 cases: a. Linear Controls, Inc., a creditor of one or more of the Debtors and whose address is 107 1⁄2 Commission Boulevard, Lafayette, Louisiana 70508; and b. A-Port LLC, a creditor of one or more of the Debtors and whose address is 11828 Highway 1, Larose, Louisiana 70373. Phelps has been asked by Linear and A-Port to provide legal representation in the above-captioned chapter 11 bankruptcy cases. Phelps is representing each of these clients individually. Phelps does not presently own, nor has it previously owned, any claims against, or interests in, the Debtors' chapter 11 cases. Nothing contained in this Verified Statement is intended or should be construed to constitute (a) a waiver or release of any claims filed or to be filed against the Debtors held by Linear or A-Port, 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 Linear or A-Port to assert, file and/or amend any proof of claim in accordance with applicable law and any orders entered in these chapter 11 cases. Phelps reserves the right to amend or supplement this Verified Statement in accordance with Fed. R. Bankr. P. 2019. Counsel for Linear Controls, Inc. and A-Port LLC can be reached at: PHELPS DUNBAR LLP Patrick "Rick" M. Shelby, Esq. 365 Canal Street, Suite 2000 New Orleans, LA 70130-6534 Telephone: (504) 566-1311 Facsimile: (504) 568-9130 E-mail: rick.shelby@phelps.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/TGoDFe About Fieldwood Energy Fieldwood Energy -- https://www.fieldwoodenergy.com/ -- is a portfolio company of Riverstone Holdings focused on acquiring and developing conventional assets, primarily in the Gulf of Mexico region. It is the largest operator in the Gulf of Mexico owning an interest in approximately 500 leases covering over 2 million gross acres with 1,000 wells and 750 employees. Fieldwood Energy LLC and its 13 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 18-30648) on Feb. 15, 2018, with a prepackaged plan that would deleverage $3.286 billion of funded by $1.626 billion. Fieldwood estimated $1 billion to $10 billion in assets and debt. The Company has engaged Weil, Gotshal & Manges LLP as its legal counsel, Evercore Group LLC as its financial advisor, and Opportune LLP as its restructuring advisor. Prime Clerk LLC is the claims and noticing agent. The First Lien Group has engaged O'Melveny & Myers LLP as its legal counsel and Houlihan Lokey Capital, Inc., as its financial advisor. The RBL Lenders have engaged Willkie Farr & Gallagher LLP as its legal counsel and RPA Advisors, LLC as its financial advisor. The Cross-Holder Group has engaged Davis Polk & Wardwell LLP as its legal counsel and PJT Partners LP as its financial advisor. Riverstone has engaged Vinson & Elkins LLP as its legal counsel and Perella Weinberg Partners as its financial advisor. FIRST FLORIDA: Disclosure Hearing Continued to Sept. 2 ------------------------------------------------------ On June 29, 2020, the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, held a hearing to consider the the Joint Motion of Debtor First Florida Living Options, LLC and Melvin and Marian Kunz for an Order of Referral to Mediation and to Continue the June 29, 2020 Hearing on the Approval of the Debtor’s Disclosure Statement. On July 2, 2020, Judge Jerry A. Funk ordered that: * The dispute between the Debtor and Kunz is directed to mediation in accordance with M.D. Fla. L.B.R. 9019-2 and the Joint Motion. * The parties have selected Lynn Welter Sherman of Trenam Kemker Scharf Barkin Frye O'Neill & Mullis, PA as mediator (“Mediator”). * The hearing on the approval of the Debtor's Disclosure Statement shall be continued to Sept. 2, 2020 at 2:30 PM in Courtroom 4D, 300 N. Hogan St., Jacksonville, FL. A copy of the Order dated July 2, 2020, is available at https://tinyurl.com/yc8hchjb from PacerMonitor at no charge. About First Florida Living Options First Florida Living Options LLC, formerly known as Surrey Place of Ocala, conducts its business under the names Hawthorne Health and Rehab of Ocala, Hawthorne Village of Ocala and Hawthorne Inn of Ocala. The company is based in Ocala, Fla. First Florida Living Options filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-02764) on July 22, 2019. The petition was signed by John M. Crock, vice president of Florida Living Options. The Debtor was estimated to have $1 million to $10 million in both assets and liabilities as of the bankruptcy filing. Judge Jerry A. Funk oversees the case. Johnson Pope Bokor Ruppel & Burns, LLP is the Debtor's bankruptcy counsel. FIZZ & BUBBLE: Unsecured Creditors to Have 3% Recovery in Plan -------------------------------------------------------------- Fizz & Bubble, LLC, filed with the U.S. Bankruptcy Court for the District of Oregon a Plan of Reorganization and a Disclosure Statement on July 7, 2020. Class 8 Administrative Convenience Class is comprised of unsecured claims each in the amount equal to or less than $1,000. Each holder of a Claim in such class shall receive cash in an amount equal to 25 percent of the allowed amount of such Claim, without interest, within 30 days following the Effective Date. Any Creditor holding an Unsecured Claim in excess of $1,000 may "opt in" to Class 8 by marking a special "opt in" election on the ballot for voting for or against this Plan. Creditors holding Claims in excess of $1,000 who elect to "opt-in" to Class 8 shall agree to reduce their Claims to $1,000 and to consent to the treatment of their reduced Claim as called for within Class 8, and thereby be excluded from treatment as a Class 9 Creditor. Class 9 General Unsecured Claims will receive $350,000, which would result in a distribution of approximately 3% to each Class 9 Claimant. Kimberly Mitchell is the sole equity holder in the case. The membership interests and interests of all Equity Holders in the Debtor shall be deemed extinguished without further action by the Debtor upon the Effective Date. The Debtor's status as Debtor-in-Possession shall terminate, and the Assets of the Debtor shall be transferred to the Acquiring Entity pursuant to the terms of an approved purchase agreement. The payments due under the Plan will be funded by (1) proceeds from the sale of all of the Assets to the Acquiring Entity and (2) as to future payment of the assumed liability to Class 6 Creditors, the post-transfer revenue generated by the Acquiring Entity. In summary, Debtor proposes to fund the payments called for by this Plan from Debtor's post-petition operations, together with proceeds from property surrendered or liquidated pre-confirmation. A full-text copy of the Disclosure Statement dated July 7, 2020, is available at https://tinyurl.com/y7cxy4lj from PacerMonitor at no charge. The Debtor is represented by: Douglas R. Ricks VANDEN BOS & CHAPMAN, LLP 319 SW Washington St., Ste. 520 Portland, OR 97204 Tel: 503-241-4861 Fax: 503-241-3731 About Fizz & Bubble, LLC Fizz & Bubble, LLC -- https://fizzandbubble.com/ -- is a toiletries wholesaler based in Wilsonville, Oregon offering an array of luxurious bath and shower treats. The company's products include bath fizzies, bubble bath cupcakes, bubble bath elixirs, bath truffles, bath melts, shower steamers, body scrubs, whipped soaps, body frosting lotions, face mask frostings, and lip scrubs. Fizz & Bubble filed for Chapter 11 bankruptcy protection (Bankr. D. Ore. Case No. 19-34092) on Nov. 4, 2019. In the petition signed by Kimberly Ann Mitchell, sole member and chief creative officer, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Trish M. Brown oversees the case. The Debtor is represented by Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP. FORUM ENERGY: Has $5M Q2 Loss; Closes Exchange Offer ---------------------------------------------------- Aug. 6, 2020-- Forum Energy Technologies, Inc. (NYSE: FET) today announced second quarter 2020 revenue of $113 million, a decrease of $69 million from the first quarter 2020. Net loss for the quarter was $5 million, or $0.05 per diluted share, compared to a net loss of $37 million, or $0.33 per diluted share, for the first quarter 2020. Excluding $27 million, or $0.24 per share of special items, adjusted net loss was $0.29 per diluted share in the second quarter 2020, compared to an adjusted net loss of $0.20 per diluted share in the first quarter 2020. Adjusted EBITDA was $(11.6) million in the second quarter 2020, a decrease of approximately $16.1 million from the first quarter 2020. Special items in the second quarter 2020, on a pre-tax basis, included a $36 million gain on extinguishment of debt, repurchased by the company at a substantial discount, partially offset by $4 million of restructuring and other charges, $4 million of inventory and other impairments and $1 million of foreign exchange losses. See Tables 1-3 for a reconciliation of GAAP to non-GAAP financial information. Cris Gaut, Chairman and Chief Executive Officer, remarked, "The dislocation caused by the COVID-19 pandemic and the resulting collapse in energy demand has been dramatic. With little ongoing work for drilling and completions services, customer spending has been exceptionally weak, impacting demand for many of Forum's products. "In response to these challenges, our management team moved swiftly to restructure the company to weather the storm. Early in the second quarter, we completed significant structural cost reductions, which represent a step change in the rate of continuous cost actions undertaken since the downturn began in 2014. Our results reflect the impact of removing approximately $100 million of cost on an annualized basis in the second quarter 2020 compared to the immediately preceding quarter. On a year-over-year basis, the cost reductions on an annualized basis are close to $150 million. This swift and significant action allowed Forum to significantly offset lower sales volume and pricing limiting our decremental margins to 23% compared to the first quarter. We now have a much leaner cost structure to weather the downturn and benefit from any incremental activity increases. "Earlier this week, Forum successfully closed the exchange offer for our outstanding notes. This transaction extends our maturity to 2025 and maintains our current cash interest cost. In addition, the new notes preserve equity value for our current shareholders and provide a deleveraging opportunity through a partial, mandatory conversion to equity at a significant premium to the current stock price. Forum now has ample runway to take advantage of the opportunities a market recovery will present." A full-text copy of the press release announcing the second quarter results is available at https://ir.f-e-t.com/news-releases/news-release-details/forum-energy-technologies-announces-second-quarter-2020-results About Forum Energy Technologies Forum Energy Technologies -- http://www.f-e-t.com/-- is a global oilfield products company, serving the drilling, downhole, subsea, completions and production sectors of the oil and natural gas industry. The Company's products include highly engineered capital equipment as well as products that are consumed in the drilling, well construction, production and transportation of oil and natural gas. Forum is headquartered in Houston, TX with manufacturing and distribution facilities strategically located around the globe. Forum Energy reported a net loss of $567.06 million for the year ended Dec. 31, 2019 compared to a net loss of $374.08 million for the year ended Dec. 31, 2018. * * * As reported in the Aug. 7, 2020 edition of the TCR, S&P Global Ratings lowered its issuer credit rating on Forum Energy to 'SD' (selective default) from 'CC'. At the same time, S&P lowered its issue-level rating on Forum's debt to 'D' from 'CC'. The '4' recovery rating is unchanged, indicating its expectation for average (30%-50%; rounded estimate: 30%) recovery of principal in the event of a payment default. The downgrade follows Forum's announcement that holders of about $315 million of aggregate principal amount of its 6.25% senior unsecured notes due 2021 had validly tendered to participate in the debt exchange, meeting the minimum 95% subscription threshold needed to execute the deal. Holders participating in the exchange will receive $1,000 principal amount of the company's new 9% convertible secured notes due in 2025 plus a pro rata portion of a $3.5 million cash payment for each $1,000 principal amount of existing notes tendered. "We consider the exchange distressed and tantamount to default because, in our view, noteholders are receiving less than they were originally promised and Forum was facing a realistic possibility of a conventional default prior to this transaction," S&P said. Although the initial offer is for an equal principal amount, approximately 45% of the new notes will be mandatorily convertible into common equity (subject to meeting certain conditions). The maturity date will extend to 2025, compared with 2021 for the existing notes. The new notes will pay 9% interest, of which 6.25% is payable in cash and 2.75% in either cash or additional notes at the company's option. In addition, $150 million principal amount of the new notes will be mandatorily convertible into common stock. Forum had previously stated it would seek broader strategic alternatives--including potential bankruptcy--if it could not execute on the exchange. FOX VALLEY PRO: Court Approves Disclosure Statement --------------------------------------------------- Judge Beth E. Hanan has ordered that the Disclosure Statement filed by Fox Valley Pro Basketball, Inc., is approved. The Court will hold a final hearing to consider confirmation of the Debtor's Plan on Aug. 26, 2020, commencing at 1:15 p.m. Aug. 14, 2020 is fixed as the last day for filing written objections to confirmation of the Debtor's Plan. Aug. 4, 2020 is fixed as the last day for returning the ballots, as instructed on the ballot form, to accept or reject the Debtor’s Plan. Aug. 10, 2020 is fixed as the last day for the Debtor to file the Report on Balloting. About Fox Valley Pro Basketball Fox Valley Pro Basketball, Inc., is the owner of the Menominee Nation Arena in Oshkosh, Wis. The arena serves as the home of the Wisconsin Herd of the NBA G League and the Wisconsin Glow women's basketball team. Fox Valley Pro Basketball sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wis. Case No. 19-28025) on Aug. 19, 2019. 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. The case is assigned to Judge Brett H. Ludwig. Kerkman & Dunn is the Debtor's counsel. G-STAR RAW: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------ Hypebeast reports that following Lucky Brand's footsteps, G-Star RAW has now officially filed for Chapter 11 bankruptcy protection in the United States due to the effects of the Coronavirus pandemic. Like the rest of the fashion industry, COVID-19 has ravaged the business of the label forcing it to rely on its online sales. But its physical stores have been steadily amounting losses for G-Star with ongoing closures. "In response to these changes, we need to restructure our store portfolio in several regions," said a spokesperson for G-Star. "This does not mean that we are exiting regions, we are merely restoring the balance between physical stores, strategic partners and online presence." Going on to say, "At this moment, we are revisiting our store portfolio in the US and Sweden. In the US we took the initiative to file for Chapter 11, subchapter 5. This is possible due to a minimal amount of debt. It is our intention to continue with a smaller, healthy retail portfolio that better fits the current market situation. In Sweden, we will continue to serve our loyal consumers through other channels." About G-Star RAW G-Star Raw, a Dutch brand founded in 1989, is a men's & women's denim retailer. G-Star Raw Retail Inc. and G-Star Inc. sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 20-16040 and 20-16041) on July 3, 2020. G-Star Raw Retail was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. G-Star Inc. was estimated to have $10 million to $50 million in assets and liabilities. M. Douglas Flahaut of ARENT FOX LLP is serving as counsel to the Debtors. GLOBAL EAGLE: U.S. Trustee Appoints Creditors' Committee -------------------------------------------------------- The U.S. Trustee for Region 3 appointed a committee to represent unsecured creditors in the Chapter 11 cases of Global Eagle Entertainment, Inc. and its affiliates. The committee members are: 1. U.S. Bank N.A., as Indenture Trustee Attn: Diana Jacobs Seattle Tower 1420 Fifth Ave. Seattle, WA 98101 Phone: 206-344-4680 Email: diana.jacobs@usbank.com 2. New Skies Satellites B.V. Attn: Brendan O'Callaghan Rooseveltplantsoen 4, 2517 KR Den Haag, Netherlands Phone: 202-478-7152 Email: Brendan.o.callaghan@ses.com 3. Qest Quantenelektronische Systeme GmbH Attn: Michael Stobinski Max-Eyth-Str. 38 Geopark II, Entrance B, Ground Floor Holzgerlingen, 71088 Germany Phone: 49 7031 20495100 Fax: 49 703120495169 Email: MICHAEL.STOBINSKI@QEST.DE 4. Lions Gate Films Inc. Attn: Randall Jackson 2700 Colorado Ave. Santa Monica, CA 90404 Phone: 310-449-9200 Email: rjackson@lionsgate.com 5. Citadel Equity Fund Ltd. Attn: Daniel Harris and Phil Dumas 131 S. Dearborn Chicago, IL 60603 Phone: 248-821-4306 & 312-395-2117 Email: Daniel.harris@citadel.com Phil.Dumas@citadel.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Global Eagle Entertainment Headquartered in Los Angeles, California, Global Eagle Entertainment Inc. is a provider of media, content, connectivity and data analytics to markets across air, sea and land. It offers a fully integrated suite of media content and connectivity solutions to airlines, cruise lines, commercial ships, high-end yachts, ferries and land locations worldwide. Visit http://www.GlobalEagle.comfor more information. Global Eagle Entertainment and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11835) on July 22, 2020. In the petition signed by CFO Christian M. Mezger, Global Eagle disclosed $630.5 million in assets and $1.086 billion in liabilities. Judge John T. Dorsey presides over the cases. Debtors have tapped Latham & Watkins LLP (CA) and Young Conaway Stargatt & Taylor, LLP as legal counsel; Greenhill & Co., LLC as investment banker; Alvarez & Marsal North America, LLC as financial advisor; and PricewaterhouseCoopers LLP as tax advisor. Prime Clerk, LLC is the claims and noticing agent. GNC HOLDINGS: Cross, Nixon Represent Fresco, National Independent ----------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firms of Cross & Simon, LLC and Nixon Peabody LLP submitted a verified statement to disclose that they are representing National Independent Operators Association and Fresco Investments, LLC in the Chapter 11 cases of GNC Holdings, Inc., et al. On or about July 1, 2020, Nixon Peabody was retained to represent the National Independent Operators Association. The NIOA is an association consisting of franchisees of the Debtors. On or about July 3, 2020, Nixon Peabody was thereafter retained to represent Fresco Investments, LLC in the above-captioned Chapter 11 Cases. Fresco is a franchisee, subtenant, contract counterparty and potential creditor of the Debtors. At this time its claims are undetermined and are not liquidated. On or about July 3, 2020, Fresco and the NIOA each retained Cross & Simon as local co-counsel. Nixon Peabody, the NIOA and Fresco are the only parties in interest in the Chapter 11 Cases for which Nixon Peabody and Cross and Simon is/may be required to file a Verified Statement pursuant to Bankruptcy Rule 2019. As of Aug. 7, 2020, each parties and their disclosable economic interests are: The National Independent Operators Associations Lysa Little NIOA Central Office 4919 Lamar Ave. Mission, KS 66202 * Association which represents approximately 130 of the Debtors' franchisees. Fresco Investments, LLC 4515 LBJ Freeway Dallas, Texas 75244-5905 * Franchisee, subtenant and contract counterparty. Counsel for National Independent Operators Association and Fresco Investments, LLC can be reached at: CROSS & SIMON, LLC Christopher P. Simon, Esq. 1105 North Market Street, Suite 901 Wilmington, DE 19801 Telephone: (302) 777-4200 Facsimile: (302) 777-4224 Email: csimon@crosslaw.com Richard C. Pedone, Esq. NIXON PEABODY LLP Exchange Place 53 State Street Boston, MA 02109-2835 Telephone: (617) 345-1000 Facsimile: (617) 345-1300 Email: rpedone@nixonpeabody.com Christopher M. Desiderio, Esq. NIXON PEABODY LLP 55 West 46th Street New York, NY 10036-4120 Telephone: (212) 940-3000 Facsimile: (212) 940-3111 Email: cdesiderio@nixonpeabody.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/SM7nG8 and https://is.gd/Fsm2N7 About GNC Holdings GNC Holdings Inc. -- http://www.gnc.com/-- is a global health and wellness brand with a diversified omni-channel business. In its stores and online, GNC Holdings sells an assortment of performance and nutritional supplements, vitamins, herbs and greens, health and beauty, food and drink, and other general merchandise, featuring innovative private-label products as well as nationally recognized third-party brands, many of which are exclusive to GNC Holdings. GNC Holdings and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-11662) on June 23, 2020. The Debtors disclosed $1,415,957,000 in assets and $895,022,000 in liabilities as of March 31, 2020. Judge Karen B. Owens oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP and Latham & Watkins, LLP as legal counsel; Evercore Group, LLC as investment banker and financial advisor; FTI Consulting, Inc. as financial advisor; and Prime Clerk as claims and noticing agent. Torys LLP is the legal counsel in the Companies' Creditors Arrangement Act case. GO WIRELESS: S&P Affirms 'B' ICR; Ratings Off Watch Negative ------------------------------------------------------------ S&P Global Ratings affirmed all of its ratings on U.S.-based independent, exclusive Verizon retailer Go Wireless Holdings Inc., including its 'B' issuer credit rating, and removed them from CreditWatch, where it placed them with negative implications on March 17, 2020. S&P anticipates improving leverage in 2020 and Verizon's temporary favorable commission structure during the pandemic will sufficiently mitigate Go Wireless' declines in store traffic and sales. Given its essential retailer status, only about 10% of the company's stores (79 stores) were temporarily closed at the height of the pandemic, and it's now less than 4%, mostly mall-based. Still, the company's margins benefited from Verizon's temporary COVID-19 financial support in the form of minimum commission levels. Verizon also supported the company's operations by providing Go Wireless with high-volume inventory during periods of supply chain disruptions. "While we do not expect Verizon's support to continue into the second half of this year, it should help, in our view, offset some of the declines in sales related to the ongoing COVID-19 pandemic," S&P said. In 2020, S&P expects revenue to decline in the low- to mid-single-digit percent area, with EBITDA margins improving to the low-10% area and leverage remaining in the mid-4x area (compared to 4.7x in fiscal 2019). Go Wireless' covenant cushion under its first-lien credit agreement might tighten in the next 12 months if it cannot improve performance in its peak fourth quarter. Liquidity should remain sufficient in the short term, but tighter covenant headroom poses a risk. Go Wireless' senior secured term loan facility is subject to a maximum total net leverage covenant of 4.25x. The covenant headroom was about 14% at the end of first-quarter 2020. During the quarter, the company benefited from Verizon's wellness program and limited its cash burn during the pandemic through selective furloughs of staff and extending its rent payment terms, which helped support liquidity. Since S&P does not incorporate additional support from Verizon into future quarters, and considering its performance expectations, it expects this cushion to remain around 15% by year-end 2020. Performance improvement in the second half of 2020 depends on the late 2020 5G industry rollout and device upgrades. S&P believes Go Wireless' decent competitive position is largely unchanged. It remains Verizon's third-largest independent retailer based on store count and benefits somewhat from the nondiscretionary nature of demand for mobile phones. The company does, however, depend on the competitiveness of Verizon's plans relative to other carriers to drive sales and profitability, which is largely a function of store traffic. The risk is compounded by the continued elongation of the wireless device upgrade cycle and potentially unfavorable changes to the commission structure arrangement with Verizon and potential changes in consumer behavior related to the pandemic or the impact of a recession. S&P's base case also incorporates modest growth in fourth-quarter 2020 (which is the highest contributing quarter and generates about 40% of EBITDA historically), mainly driven by the expected 5G industry roll-out. Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety The negative outlook reflects the uncertainty around the severity and duration of the pandemic's effect on Go Wireless' performance, which could hurt its ability to recover in line with S&P's expectations in the second half of 2020. S&P could lower the rating on Go Wireless if: -- Its operating performance and credit measures deteriorate below S&P's base-case expectations possibly because of unfavorable commission arrangements, shifts in consumer behavior, or delays in the 5G roll-out expected in the later part of 2020, such that it views its competitive standing as weaker. -- Under this scenario, S&P could see EBITDA margin contracting about 100 basis points below its base case, with free cash flow generation eroding to below the high-$20 million area on a sustained basis; or -- S&P anticipates the company's liquidity would tighten further such that it would not be able to maintain at least 10% of headroom under its financial covenant; or -- Leverage approaches 5.5x on earnings underperformance. S&P could revise the outlook on Go Wireless to stable if: -- Revenue and EBITDA recover under S&P's base-case assumptions, increasing the rating agency's confidence that the cash flow generation in the high-$20 million area would comfortably cover its fixed charges, including its sizable debt amortization and its tax dividend payments; and -- The company maintains sufficient headroom under its financial covenant; and -- Leverage remains below the mid-5.5x area. GODADDY OPERATING: S&P Rates $750MM Add-On First-LienTerm Loan 'BB' ------------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '3' recovery rating to Arizona-based GoDaddy Operating Co. LLC's (GoDaddy) proposed $750 million add-on first-lien term loan due 2027. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 60%) recovery for lenders in the event of a payment default. All existing ratings remain unchanged. The company plans to use the proceeds from the term loan and $100 million of cash on hand to make a one-time payment of $850 million to settle its tax receivable agreement (TRA) incurred during its IPO. As pre-IPO owners exchanged their partnership interests for publicly-traded shares, GoDaddy received tax benefits. The TRA requires 85% of the accumulated tax savings to be shared with pre-IPO holders including founder Bob Parsons along with private equity firms KKR & Co. Inc., Silver Lake Partners and TCV. The agreed settlement price of $850 million comes at more than a 50% discount to the total $1.8 billion TRA liability and its early retirement would eliminate future yearly payouts, which would have begun in 2022 and lasted for over ten years. GoDaddy holds the leading position in the domain registration and web-hosting marketplace with expected annual revenue in excess of $3.2 billion for 2020. Including the new debt, leverage was in the high-3x area as of second-quarter 2020, which ended on June 30. S&P expects leverage will decline to the mid-3x by year-end 2020 from consistent ARPU growth of 6%-8% and net user adds coupled with relatively stable EBITDA margins in the low-20% area. GoDaddy's liquidity remains healthy with ending cash balance of $770 million as of June 30, 2020, and S&P expects free cash flow generation of about $720 million over the next 12 months. "We could lower the rating if the company deviates from its stated financial policies whereby debt-financed acquisitions or shareholder returns lead to leverage sustaining above 4x. We could also lower the rating if weaker industry dynamics lead to lower product demand or GoDaddy's operating performance deteriorates such that leverage rises above 4x," S&P said. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's recovery rating on the company's senior secured first-lien debt is '3' and its recovery rating on its senior unsecured notes is '5'. -- S&P's simulated default scenario contemplates a default occurring in 2025 due to increased customer acquisition costs and pricing pressures as new entrants emerge or existing competitors increase their product offerings or marketing budgets to gain market share. S&P's scenario also assumes operational issues or service disruptions that cause the company's new customer enrollment rates and existing customer renewal rates to decline. Simulated default assumptions -- Simulated default year: 2025 -- EBITDA at emergence: $313.8 million -- EBITDA multiple: 6.5x Simplified waterfall -- Net emergence value (after 5% administrative costs): Approximately $1.938 billion -- Valuation split (obligors/nonobligors): 66%/34% -- Estimated first-lien claims: Approximately $3.0 billion -- Value available for senior secured claims: Approximately $1.938 billion -- Recovery expectations: 50%-70% (rounded estimate: 60%) -- Estimated senior unsecured claims: Approximately $1.9 billion (including pari passu secured claims) -- Value available for senior unsecured claims: Approximately $230 million -- Recovery expectations: 10%-30% (rounded estimate: 10%) Note: All debt amounts include six months of prepetition interest GOODNO'S JEWELRY: U.S. Trustee Objects to Plan & Disclosure ----------------------------------------------------------- The United States Trustee objects to the plan of liquidation and disclosure statement of debtor Goodno's Jewelry Inc. In support of this objection, the UST claims that: * The Plan and Disclosure Statement do not provide enough information to determine the exact status of the Debtor's assets and its plan for the remaining assets. * Based on Article 7 of the Plan it appears the Debtor has already sold or liquidated the inventory "in the ordinary course". An accounting of the inventory that was remaining on hand as of Dec. 31, 2019 should be provided. * There is no dollar amount provided for estimated administrative expenses to determine whether this case is administratively insolvent. * A schedule of claims is not provided. The UST requests this Court deny approval of the Debtor's Plan and Disclosure Statement. A full-text copy of the UST's objection dated July 2, 2020, is available at https://tinyurl.com/ycho7oqz from PacerMonitor at no charge. About Goodno's Jewelry Goodno's Jewelry, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 19-14103) on Oct. 5, 2019. At the time of the filing, the Debtor was estimated to have assets of between $100,001 and $500,000 and liabilities of between $50,001 and $100,000. HAGUE TEXTILES: UST Objects to Disclosure Statement --------------------------------------------------- United States Trustee (“UST”) states that the proposed disclosure statement submitted by Hague Textiles, Inc. as it fails to provide adequate and meaningful information concerning the proposed plan of reorganization of even date. The UST says the Debtor's Disclosure Statement and Exhibits should be amended to include monthly historical financial information dating from the petition date to the present, to add projected financial information, including a beginning cash balance, commencing July 1, 2020-year end 2025, and to indicate that the Debtor will/has currently file(d) all Federal and state tax returns by the hearing on the adequacy of the Disclosure Statement (or a date certain promptly thereafter). About Hague Textiles Hague Textiles, Inc. is a small, family-owned manufacturer, focusing on leather and leather goods such as belts, bags, and carrying case. The company sells products to retail and wholesale customers, and is developing a business with corporate gifts. Hague Textiles sought Chapter 11 protection (Bankr. D. Mass. Case No. 19-13323) on Sept. 30, 2019. Madoff & Khoury LLP is the Debtor's counsel. HAIR CUTTERY: Reopens Salons After Bankruptcy Sale -------------------------------------------------- Joseph S. Pete, writing for NWI Times, reports that Hair Cuttery, a national unisex hair salon with several locations in Northwest Indiana, has reopened its salons after filing for bankruptcy and selling to new ownership. The Virginia-based chain, which was founded in 1974 and had been the largest family-owned hair-cutting business in the country, filed for chapter 11 bankruptcy in Maryland to facilitate a sale after the coronavirus pandemic forced it to close its 800 locations nationwide. Creative Hairdressers, Inc., permanently closed about 50 locations and sold the remaining 750 to HC Salon Holdings, Inc., an affiliate of Tacit Salon Holdings. The company was ordered to repay more than $1.1 million in back wages to employees it never paid before shutting down because of the stay-at-home orders, including in Indiana. "We are extremely pleased to have reached a positive outcome that enables us to pay our talented salon professionals, field leaders and resource center associates, and then reopen our doors and save thousands of jobs for our outstanding salon staff," said Phil Horvath, president of Creative Hairdressers. "These have been unprecedented and trying times for everyone, and especially for our industry. Our new financial partners are excited about the long-term potential in our industry and our ability to rebound post-crisis. We look forward to re-opening our doors and building a stronger future for our business." In Northwest Indiana, Hair Cuttery has locations in Dyer, Schererville, St. John, Highland, Griffith, Munster, Crown Point, Portage, Chesterton, Valparaiso, LaPorte and Michigan City. It has started reopening where allowed to on June 9 and said Monday all its salons nationwide were now open. "We're happy to support Creative Hairdressers and its thousands of salon professionals as the company emerges from the COVID-19 crisis in a stronger financial position," said Azhar Quader, chairman of Tacit Salon Holdings, LLC. "Hair salons are an important contributor to the fabric of life in communities across the country. We're focused on saving jobs for salon professionals and building a strong, financially healthy company. We look forward to having Creative Hairdressers' talented stylists provide excellent service to their customers for many years to come." Hair Cuttery is asking customers not to schedule an appointment if they have a fever or are suffer any coronavirus symptoms like cough, sore throat, shortness of breath, body aches, or loss of sense or taste of smell. About Hair Cuttery Creative Hairdressers, Inc. -- http://www.ratnerco.com/-- operates over 750 salons nationwide under the trade names Hair Cuttery, BUBBLES, and Salon Cielo. The company began in 1974 to create a quality whole-family salon where stylists could make a good living. Today, the family of salons continues to share this commitment with a transparent, people-first culture that offers the best career trajectory in the industry for salon professionals, field leaders and corporate employees. Creative Hairdressers and Ratner Companies, L.C., sought Chapter 11 protection (Bankr. D. Md. Case No. 20-14583 and 20-14584) on April 23, 2020. Creative Hairdressers was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. Creative Hairdressers is represented by Shapiro Sher Guinot & Sandler. Carl Marks Advisors is acting as strategic financial advisor to assist the Company in the process. A&G Realty Partners is the real estate advisor. Epiq Bankruptcy Solutions is the claims agent. HC Salon Holdings, Inc., is represented by DLA Piper LLP (US). HEART CONSULTANTS: Hires Comprehensive Business as Accountant ------------------------------------------------------------- Heart Consultants, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Comprehensive Business of Northern Virginia, LLC as bookkeeper and accountant. The Debtor wishes to employ the firm under a general retainer charging $145 per hour. Comprehensive Business of Northern Virginia does not hold any interest adverse to Debtor and its bankruptcy estate in any of the matters upon which it is to be engaged, according to court filings. About Heart Consultants Based in Silver Spring, Md., Heart Consultants, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 20-16195) on June 22, 2020, listing under $1 million in both assets and liabilities. Debtor has tapped Goren Law, LLC as its legal counsel, and Comprehensive Business of Northern Virginia, LLC as its bookkeeper and accountant. HEARTS AND HANDS: Court Confirms Chapter 11 Plan ------------------------------------------------ Judge Gary Spraker has ordered that the Plan of Hearts and Hands of Care, Inc. is confirmed. Any objection to the Plan that remained pending at the time of hearing is overruled. Hearts and Hands of Care, Inc., submits this Third Amended Plan of Reorganization. With respect to Class 11: Allowed General Unsecured Claims, commencing on July 31, 2020, the Debtor shall distribute $50,000 on a semi-annual basis to Holders of Class 11 Claims, on a Pro Rata basis until the earlier of 10 equal semi-annual principal payments of $50,000, commencing on July 31, 2020, and continuing semiannually thereafter until the earlier of (i) January 31, 2025 and (ii) the date upon which all Class 1 Claims have been fully satisfied. A full-text copy of the Confirmation Order dated July 1, 2020, is available at https://tinyurl.com/y8ep55at from PacerMonitor.com at no charge. About Hearts and Hands of Care Hearts and Hands of Care, Inc., is a home and community-based waiver services agency which is certified for and provides waiver-funded services. HHOC provides both habilitative and non-habilitative services to support individuals with a variety of disabilities, as well as their families. The agency provides services to approximately 212 recipients. Hearts and Hands of Care sought Chapter 11 protection (Bankr. D. Alaska Case No. 19-00230) on July 22, 2019. In the petition signed by CEO Kisha Smaw, the Debtor was estimated to have assets of at least $50,000 and liabilities at $1 million to $10 million. Judge Gary Spraker oversees the case. Attorneys for the Debtor: Thomas A. Buford Christine M. Tobin-Presser BUSH KORNFELD LLP HELIUS MEDICAL: Reports Preliminary Q2 Financial Results -------------------------------------------------------- Helius Medical Technologies, Inc., has submitted a request to the U.S. Food and Drug Administration for de novo classification and clearance of the Portable Neuromodulation Stimulator (PoNSTM) device and reported preliminary financial results for the second quarter and six months ended June 30, 2020. The PoNS device was granted Breakthrough Designation by FDA on May 7, 2020. "Helius is excited to announce the submission of our request for de novo classification and clearance of the PoNS device for the treatment of gait deficit due to symptoms from Multiple Sclerosis ("MS"), to be used as an adjunct to a supervised therapeutic exercise program in patients over 18 years of age," said Philippe Deschamps, Helius' president, CEO and chairman. "The achievement of this important milestone reflects our strong pace of progress since the first quarter of this year, when we made the strategic decision to prioritize an MS indication as the regulatory pathway to pursue our first U.S. breakthrough designation and regulatory clearance. Most importantly, our submission brings us a step closer to making our novel PoNS Treatment available for the 1 million U.S. patients estimated to be living with MS, a disease with a significant unmet medical need, particularly in addressing associated gait dysfunction. We look forward to the FDA's review of our submission, as we strive to provide patients with gait deficit due to MS symptoms a non-drug, non-implantable treatment that has the potential to significantly improve their ability to walk." Mr. Deschamps continued: "As anticipated, our second quarter financial performance was impacted by the disruption caused by the COVID-19 pandemic - with our clinics in Canada affected by government mandates enacted to slow the spread of the virus. However, we were pleased by the efforts and progress made by our team, who worked diligently during the quarter to help mitigate the impact of this pandemic on our business and continue pursuing our commercial and regulatory priorities. We remain focused on expanding access to our novel PoNS technology in Canada as efficiently and effectively as possible for the benefit of our patients and shareholders and look forward to discussing our recent progress in more detail on our second quarter earnings call." Second Quarter 2020 Preliminary Financial Results Preliminary revenue for the second quarter of 2020 is expected to be approximately $0.1 million, compared to $0.5 million in the second quarter of 2019. The Company's revenue was generated almost exclusively through sales of the PoNS device pursuant to supply agreements with neuroplasticity clinics in Canada. Gross profit for the second quarter of 2020 is expected to be approximately $0.1 million. Operating expenses for the second quarter of 2020 are expected to be approximately $3.7 million, compared to $6.1 million in the second quarter of 2019. The year-over-year decrease in operating expenses was primarily driven by an expected decrease of approximately $1.5 million, or 39%, in selling, general and administrative expenses. The decrease in selling, general and administrative expenses was primarily due to a reduction in commercial operations expense coupled with a reduction in wages and salaries. Operating loss for the second quarter of 2020 is expected to be $3.7 million, compared to $5.8 million in the second quarter of 2019. Six Months Ended June 30, 2020 Preliminary Financial Results Preliminary revenue for the six months ended June 30, 2020 is expected to be approximately $0.3 million, compared to $1.2 million in the prior year period. The Company's revenue was generated almost exclusively through sales of the PoNS device pursuant to supply agreements with neuroplasticity clinics in Canada. Gross profit for the six months ended June 30, 2020 is expected to be approximately $0.2 million, compared to gross profit of $0.7 million in the prior year period. Operating expenses for the six months ended June 30, 2020 are expected to be approximately $7.8 million, compared to $13.4 million in the six months ended June 30, 2019. Operating loss for the six months ended June 30, 2020 is expected to be $7.6 million, compared to operating loss of $12.6 million in the prior year period. The Company has not completed the preparation of its financial statements for the quarter ended June 30, 2020 and additional details with respect to the quarter ended June 30, 2020 results of operations are not yet available. The Company plans to release quarter ended June 30, 2020 actual results after the completion of its quarterly review. Cash Position As of June 30, 2020, the Company had cash of $5.3 million, compared to $5.5 million at Dec. 31, 2019. The Company had no debt outstanding at June 30, 2020. About Helius Medical Helius Medical Technologies -- http://www.heliusmedical.com/-- is a neurotech company focused on neurological wellness. The Company's purpose is to develop, license and acquire unique and non-invasive platform technologies that amplify the brain's ability to heal itself. The Company's first product in development is the Portable Neuromodulation Stimulator (PoNSTM). Helius Medical reported a net loss of $9.78 million for the year ended Dec. 31, 2019, compared to a net loss of $28.62 million for the year ended Dec. 31, 2018. As of March 31, 2020, the Company had $8.46 million in total assets, $3.25 million in total liabilities, and $5.21 million in total stockholders' equity. BDO USA, LLP, in Philadelphia, Pennsylvania, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 12, 2020 citing that the Company has incurred substantial net losses since its inception, has an accumulated deficit of $104.8 million as of Dec. 31, 2019 and the Company expects to incur further net losses in the development of its business. These conditions raise substantial doubt about its ability to continue as a going concern. HENDRIX SCHENCK: Franzos Buying Jamaica Property for $450K ---------------------------------------------------------- Hendrix Schenck, Inc., filed with the U.S. Bankruptcy Court for the District of New Jersey a notice of its proposed sale of the real property located at 87-46 126th St, Jamaica, New York, including all fixtures and articles of personal property attached to or used in connection with use of the Premises, to Franzos Holdings for $450,000, free and clear of any liens, subject to higher and better offers. The closing will take place at 11:00 a.m., on or about 30 days after receipt of fully executed Contracts by the Purchaser's Attorney, at the offices of Susan Keene., 873 NY-45 #205, New City, New York, or at a place designated by the Purchaser's lending institution, if any, provided that such place is within Rockland County. The following are to be apportioned as of midnight of the day before closing: (a) rents, if any, as and when collected; (b) taxes - in accord with the Rockland County Bar Association Resolution - as well as water charges and sewer rents, if any, on the basis of the fiscal period for which assessed; and (c) fuel, if any. If closing will occur before a new tax rate is fixed, the apportionment of taxes will be upon the basis of the old tax rate for the preceding period applied to the latest assessed valuation. Any errors or omissions in computing apportionments at closing will be corrected. If there be a water meter on the Premises, the Debtor will furnish a reading to a date not more than 30 days before closing date and the unfixed meter charge and sewer rent, if any, will be apportioned on the basis of such last reading. All money paid on account of the Contract, and the reasonable expenses of examination of the title to the Premises and of any survey and survey inspection charges are hereby made liens on the Premises and collectable out of the Premises. Such liens will not continue after default in performance of the contract by the Buyer. The Buyer agrees to purchase them "as is" and in their present condition subject to reasonable use, wear, tear, and natural deterioration between now and closing. A hearing on the Motion is set for Aug. 4, 2020 at 10:00 a.m. Objections, if any, must be filed not later than seven days before the hearing date. A copy of the Contract is available at https://tinyurl.com/y83ngtgy from PacerMonitor.com free of charge. The Purchaser: FRANZOS HOLDINGS 21 Ralph Blvd. Monsey, NY 1095 About Hendrix Schenck Hendrix Schenck Inc. is a privately-held company in the investment pools and funds industry. It owns four properties in New York and New Jersey, with a total value of $990,000. Hendrix Schenck sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 18-30765) on Oct. 18, 2018. At the time of the filing, the Debtor had estimated assets of less than $1 million and liabilities of $1 million to $10 million. The case has been assigned to Judge John K. Sherwood. HENDRIX SCHENCK: Viola Buying Brooklyn Property for $420K --------------------------------------------------------- Hendrix Schenck, Inc., filed with the U.S. Bankruptcy Court for the District of New Jersey a notice of its proposed sale of the real property located at 466 Saratoga Ave, Brooklyn, New York, Block 4074 Lot 36, together with all buildings and improvements thereon, to Viola Equites, LLC for $420,000, subject to higher and better offers. The sale will be free of all encumbrances. If at Closing there are other liens or encumbrances that the Debtor is obligated to pay or discharge, it may use any portion of the cash balance of the purchase price to pay or discharge them, provided it will simultaneously deliver to the Purchaser at Closing instruments in recordable form and sufficient to satisfy such liens or encumbrances of record, together with the cost of recording or filing said instruments. All money paid on account of the Contract, and the reasonable expenses of examination of title to the Premises and of any survey and survey inspection charges are made liens on the Premises, but such liens will not continue after default by the Purchaser under the Contract. The Debtor and the Purchaser each represents and warrants to the other that it has not dealt with any broker in connection with the sale other than the Broker, and the Seller will pay Broker any commission earned pursuant to a separate agreement between the Seller and the Broker. A hearing on the Motion is set for Aug. 4, 2020 at 10:00 a.m. Objections, if any, must be filed not later than seven days before the hearing date. A copy of the Contract is available at https://tinyurl.com/yawvq9rp from PacerMonitor.com free of charge. About Hendrix Schenck Hendrix Schenck Inc. is a privately-held company in the investment pools and funds industry. It owns four properties in New York and New Jersey, with a total value of $990,000. Hendrix Schenck sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-30765) on Oct. 18, 2018. At the time of the filing, the Debtor had estimated assets of less than $1 million and liabilities of $1 million to $10 million. The case has been assigned to Judge John K. Sherwood. HERSCHEND ENTERTAINMENT: Moody's Assigns B3 CFR, Outlook Stable --------------------------------------------------------------- Moody's Investors Service assigned Herschend Entertainment Company, LLC a B3 corporate family rating, a B3-PD Probability of Default, and a B3 rating to the proposed $465 million term loan B due 2025. The outlook is stable. Net proceeds of the proposed $465 million term loan B will be used to refinance outstanding debt and add cash to Herschend's balance sheet. Pro forma for the transaction leverage is 4.1x as of Q1 2020 with approximately $151 million of cash on the balance sheet. However, the company will not have access to a revolving credit facility. The debt will be issued by three different co-borrowers with Herschend Entertainment Company, LLC as the lead borrower, in conjunction with Herschend Adventure Holdings, LLC, and Harlem Globetrotters International, Inc. The parent company will not be a guarantor to the credit agreement. Herschend's entertainment-based assets will be materially impacted in the near term by the coronavirus outbreak which will lead to higher leverage and negative free cash flow in 2020, but the B3 CFR reflects the projected impact on the company. Moody's expects that Herschend will have adequate liquidity to manage through 2021 even if the pandemic continues to disrupt normal operations. In addition, Moody's expects that leverage levels will be below 6x with interest coverage above 3x by the end of 2021. Assignments: Issuer: Herschend Entertainment Company, LLC Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Senior Secured Term Loan B, Assigned B3 (LGD3) Outlook Actions: Issuer: Herschend Entertainment Company, LLC Outlook, Assigned Stable RATINGS RATIONALE The B3 CFR reflects the negative impact of the coronavirus outbreak on Herschend's portfolio of assets including amusement and waterparks as well as other entertainment offerings, which Moody's projects will lead to substantially higher leverage and weigh on liquidity for as long as operations continue to be constrained by the pandemic. Moody's projects Herschend will have more than enough liquidity to manage through 2021 even if normal operation of the parks is disrupted or perform well below historical levels for a prolonged period of time. Herschend has concentrated exposure to Tennessee, Missouri, and Georgia, which elevates risks to performance, although the Harlem Globetrotters, the Pink Jeep, and aquarium businesses offer a degree of diversification. Attendance levels at parks and other attractions are projected to remain well below normal levels due to the need to maintain social distancing, additional safety pre-cautions due to the pandemic, and consumer reluctance to engage in group activities in the near term. Herschend competes for discretionary consumer spending from an increasingly wide variety of other leisure and entertainment activities as well as cyclical discretionary consumer spending. The parks are seasonal and sensitive to weather conditions, changes in fuel prices, terrorism, public health issues (such as the coronavirus) as well as other disruptions outside of the company's control. Pro forma debt to EBITDA leverage is 4.1x as of Q1 2020 (including Moody's standard adjustments) and is expected to increase substantially as parks perform below previous levels in the near term before improving to below 6x by the end of 2021. Herschend benefits from its three amusement parks including Dollywood, Silver Dollar City, and Wild Adventures, in addition to water parks, aquariums, adventure tours, dinner shows, lodging, and the Harlem Globetrotters. While Moody's expects all of its businesses to be significantly impacted in the near term by the pandemic, the different businesses reduce risks relative to companies with less diversified entertainment offerings. Herschend's attractions are also largely located in warmer climates or indoors which slightly reduces seasonality and offers a longer operating season. Recent expenditures on park expansions will likely support performance after the impact of COVID-19 subsides and lessen the need for capital expenditures in the near future. Herschend's ownership of significant amounts of land provide the opportunity for future expansion or are a potential source of liquidity. The rapid spread of the coronavirus outbreak, deteriorating global economic outlook, low oil prices, and high asset price volatility have created an unprecedented credit shock across a range of sectors and regions. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The credit profile reflects the impact on Herschend of the deterioration in credit quality the pandemic has triggered, given the company's exposure to consumer entertainment. This has left the company vulnerable to shifts in market demand and sentiment in these unprecedented operating conditions. A governance impact that Moody's considers is the expectation of a relatively moderate financial policy focused on debt reduction over time. Moody's expects minimal distributions in the near term, but as performance improves, there may be additional distributions to the parent company to support modest amounts of family owned debt at the parent company or distributions to equity holders. Herschend is a private company owned by members of the Herschend family. The stable outlook includes Moody's expectation of the impact of the coronavirus outbreak which will limit Herschend's ability to operate its amusement parks and parts of its other entertainment offerings on a normal operating basis. The uncertainty over the depth and duration of the pandemic and the impact on the economy will continue to pressure the company's liquidity position and lead to materially higher leverage levels in 2020. A weak economic environment and the need for consumers to maintain social distancing will continue to hamper performance until the pandemic subsides, but Moody's expects leverage to decline and that Herschend will have good interest coverage by the end of 2021. Moody's expects Herschend to maintain adequate liquidity in the near term supported by approximately $151 million of cash, but the company will not have access to a revolving credit facility at closing. Moody's expects liquidity will deteriorate during the rest of 2020 from negative free cash flow, but remain adequate through 2021 even if the parks and other attractions are unable to operate as planned for an extended period. Herschend spent additional capex in 2019 to expand one of the amusement parks and offer new rides and attractions, but Moody's projects the company will be focused on managing liquidity and will reduce capex spending materially in the near term. The recent capital expenditures at the parks, reduce the need for spending in the near term and will support attendance after the impact of the pandemic abates. The parks and other entertainment assets are divisible and could be sold individually, but all of the company's assets are pledged to the credit facility (except for joint ventures such as Dollywood) and asset sales trigger 100% mandatory repayment if proceeds are not reinvested within 12 months. The term loan is expected to be covenant lite. As proposed, the new credit facility is expected to provide flexibility that if utilized could negatively impact creditors including: (i) the proposed terms provide Herschend the ability to issue incremental first lien debt equal to the greater of $75 million and 50% of Consolidated EBITDA (as defined by the credit agreement), plus a $25 million Incremental Revolving Facility. The credit agreement also allows an unlimited amount of additional secured debt if the First Lien Net Leverage Ratio (including a $50 million cap on cash netting) would not exceed 3.4x pro forma for an acquisition, (ii) the potential for subsidiary guarantees to be released if subsidiaries cease to be wholly-owned. Transfers of assets to unrestricted subsidiaries are permitted as long as there is not an event of default and the Borrowers are able to incur at least $1 of additional debt under the Total Net Leverage Ratio test. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A ratings upgrade is unlikely as long as the coronavirus outbreak limits the ability to operate Herschend parks and other attractions as normal. An upgrade could occur if the parks were operated as scheduled without an ongoing impact from the pandemic and Moody's expected leverage to be sustained under 5.5x with positive revenue and EBITDA growth as well as an adequate liquidity profile with free cash flow as a percentage of debt in the mid single percentages. The ratings could be downgraded due to ongoing cash usage or poor operating performance that led to an elevated risk of default. Leverage sustained above 7.5x, or an EBITDA minus capex to interest ratio below 1x could also lead to a downgrade. Herschend Entertainment Company, LLC (the lead borrower), and co-borrowers Herschend Adventure Holdings, LLC, and Harlem Globetrotters International, Inc. operate a portfolio of consumer entertainment attraction including three amusement parks, three waterparks, two aquariums, adventure tours (including Pink Jeep), dinner shows, lodging, and the Harlem Globetrotters. Herschend is a privately owned company by members of the Herschend family. Herschend's revenue was over $500 million as of LTM Q1 2020. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. HILL CONCRETE: Aug. 26 Plan Confirmation Hearing Set ---------------------------------------------------- The U.S. Bankruptcy Court held a hearing to consider approval of the Second Amended Disclosure Statement Describing Second Amended Chapter 11 Plan of Reorganization of Hill Concrete Structures. On June 30, 2020, Judge Mark S. Wallace approved the Disclosure Statement and established the following dates and deadlines: * Aug. 7, 2020 is fixed as the last day to submit Ballots and objections to plan confirmation. * Aug. 14, 2020 is fixed as the last day to file Replies to Objections and the Plan confirmation memorandum. * Aug. 26, 2020 at 2:00 p.m. is the plan confirmation hearing. A copy of the order dated June 30, 2020, is available at https://tinyurl.com/y957vhj8 from PacerMonitor at no charge. About Hill Concrete Structures Hill Concrete Structures is a privately held company in La Verne, CA, that offers concrete and cinder building products. Hill Concrete Structures sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-10212) on Jan. 21, 2019. The case is assigned to Mark S. Wallace. In the petition signed by James A. Hill, president, the Debtor disclosed total assets at $997,122 and $1,964,669 in debt. The Debtor tapped Michael Jones, Esq., at M Jones & Associates, PC, as counsel. HOOK UP CELLULAR: Has Until Sept. 8 to File Plan & Disclosures -------------------------------------------------------------- Judge Daniel P. Collins has entered an order within which Debtor Hook Up Cellular, LLC must file a Plan of Reorganization and Disclosure Statement is extended from July 7, 2020, to September 8, 2020. A copy of the order dated July 7, 2020, is available at https://tinyurl.com/ybsr4pcl from PacerMonitor.com at no charge. About Hook Up Cellular Hook Up Cellular, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-12995) on Oct. 10, 2019. At the time of the filing, the Debtor had estimated assets of between $50,001 and $100,000 and liabilities of between $100,001 and $500,000. The case is assigned to Judge Daniel P. Collins. The Debtor tapped Donald W. Powell, Esq., at Carmichael & Powell, P.C., as its legal counsel. HOTEL OXYGEN: Amazing Buying Wyndham Property for $2.3 Million -------------------------------------------------------------- Hotel Oxygen Midtown I, LLC ("HOMS") and A Great Hotel Co. Arizona, LLC ("AGHA") ask the U.S. Bankruptcy Court for the District of Arizona to approve their Second Amendment to Agreement of Purchase and Sale dated July 1, 2020, regarding the property commonly known as the "Wyndham Garden Midtown Phoenix" located at 3600 North 2nd Avenue, Phoenix, Arizona and related assets, to Amazing Hospitality Group, LLC for $2.3 million. The Debtors previously filed a similar motion asking the Court's approval of a prior version of the Agreement of Purchase and Sale dated March 3, 2020, which was approved by the Court. The Initial Transaction was not closed by the Purchaser and the $200,000 earnest money deposit was distributed to the Debtors and used in their operations (primarily for payments to the landlord). After the failed closing, the Purchaser approached the Debtors to revive the sale transaction pursuant to a reduced purchase price (primarily in light of the impact of covid-19 on the operations), setting a new closing date, and providing an additional $200,000 nonrefundable earnest money deposit. To that end, the parties have executed the Purchase Agreement in an effort to revive the transaction, and the Motion asks the Court's approval of the Purchase Agreement. The Debtors passed these issues by the parties in interest in the case, and while the parties in interest are cautiously optimistic that the Purchaser can close the sale transaction this time, they do desire a sale transaction to close expeditiously. Pursuant to the Motion, the Debtors ask the entry of an order approving the Purchase Agreement regarding the Wyndham and related assets to the Purchaser. The sale will be free and clear of liens, claims, and interests, with any liens, claims, and interests to attach to the sale proceeds. Hotel Oxygen Midtown I, LLC, Hotel Oxygen Palm Springs, LLC, Oxygen Hospitality Group, Inc., A Great Hotel Company Arizona, LLC, and A Great Hotel Company, LLC, filed their Chapter 11 petitions for relief on Nov. 12, 2019, under Chapter 11 of the bankruptcy code. The Court granted a Motion to jointly administer all cases on Nov. 13, 2019. Since the Petition Date, the Debtors have operated the Wyndham and control their assets as a DIP. An official committee of unsecured creditors was appointed in the case. As of the filing of its bankruptcy, HOMS owned the ground lease, building, parking garage, and other improvements constituting the Real Property, as well as personal property assets related to the Real Property. AGHA is the operating entity through which the Real Property is operated. Many of the contracts and the employees associated with the Real Property that will go to the Purchaser are run through AGHA. HOMS and the Purchaser have executed the Purchase Agreement, as the Debtors intend to sell the Real Property and Related Assets and transfer to the Purchaser the employees and related contracts as part of its Chapter 11 reorganization and Purchaser wishes to purchase the same. As set forth in the Purchase Agreement, the purchase price for the Real Property and Related Assets is $2.3 million. The Parties desire to close the sale transaction by July 31, 2020. The Purchaser intends to transfer its interest in the Real Property, the Related Assets, and as assumed, the Ground Lease and the Franchise Agreement to a third party. Neither the Purchaser nor the Subsequent Transferee or any of their principals are insiders of the Debtors. The presently anticipated Subsequent Transferee is again Brent Lee, the Subsequent Transferee contemplated in the original failed closing. Of the Purchase Price, a $200,000 sale deposit will be provided by Purchaser to the escrow agent, Thomas Title & Escrow on July 9, 2020. The remainder of the Purchase Price is to be paid at Closing. The earnest money deposit is nonrefundable. In addition to the sale of assets, the Purchaser will be assigned and will assume all of the Debtors' interest in the Real Property, including improvements and fixtures and personal property that is the subject of the Ground Lease Agreement dated April 2, 2007 and any amendments thereto. The Purchaser will also assume the Wyndham Garden Franchise Agreement, as well as other material contract. These actions were the subject of separately filed motions to assume and assign these agreements and are therefore subject to further Court Order and/or the agreement of the counterparties, as applicable, which motions are to be considered simultaneously with the Motion but cannot be approved until the Purchaser receives the necessary approvals from the Landlord and Wyndham. The pre-petition arrearages owing to the Landlord and Wyndham are to be paid in full out of escrow as closing costs of the sale transaction. Taxes and assessments, rents, utilities, ongoing contracts, association fees, benefit plans, and other normal and recurring costs and expenses related to the Real Property and/or Related Assets will be prorated as of 11:59 P.M. on the day preceding Closing. Estimations of the Prorations will come from title and will be circulated when the Debtors receive these estimates. The following amounts are secured by the Property: a. Maricopa County Treasurer, for real and personal property taxes, with an estimated outstanding balance of $204,806; and, b. O2 Capital, LLC in the amount of $129,869 plus interest accrued at the rate of 8.5% per annum from Jan. 7, 2020 through the date of closing as provided for in the Final Order Granting Motion to Approve Post-Petition Debtor-In-Possession Financing. The Debtors will segregate the net sale proceeds (after closing costs, commissions, real property taxes, and secured claims are paid) pending confirmation of a plan of reorganization or further order of the Court. The Debtors have used the assistance of a broker, Yvonne Berry, in the transaction, pursuant to the Court's Jan. 7, 2020 Order Approving Petition for Authority to Retain Broker for Debtors. The Debtors and Purchaser are to each pay one-half of the 2.5% broker commission to Berry. The obligations owing to Maricopa County and O2 are to be paid directly from escrow. Further, the cure obligations to the Landlord and Wyndham are to be paid directly from escrow. The underlying sales transaction will be free and clear of all liens, claims, and interests. Any liens, claims, and interests will attach to the net sale proceeds and be paid as set forth. Under the circumstances, the sale price of $2.3 million generates funding with which to satisfy all secured obligations on the Real Property and Related Assets. Accordingly, the Debtors ask that the sale be free and clear of all liens, claims and interests so that the Purchasers may receive the Real Property and Related Assets free from disputes and claims. A copy of the Agreement is available at https://tinyurl.com/ydxk73d8 from PacerMonitor.com free of charge. About Hotel Oxygen Midtown I Hotel Oxygen Midtown, I, LLC, and Hotel Oxygen Palm Springs, LLC, are affiliate companies which operate hotels in Phoenix, Ariz. The companies are wholly owned subsidiaries of Oxygen Hospitality Group, Inc., an owner-operator hospitality company that acquires, renovates and manages a portfolio of mid-to upper scale branded and independent hotel assets in the U.S. Founded in 2017, Oxygen Hospitality is privately held and is headquartered in Phoenix, Ariz. Hotel Oxygen Midtown, I and its affiliates, Hotel Oxygen Palm Springs, A Great Hotel Company, Arizona LLC, and A Great Hotel Company, LLC, filed Chapter 11 petitions (Bankr. D.Ariz. Lead Case No. 19-14399) on Nov. 12, 2019. In the petitions signed by David Valade, chief financial officer, Hotel Oxygen Midtown was estimated to have assets of $1 million to $10 million and liabilities of $100,000 to $500,000. Judge Paul Sala oversees the cases. Guidant Law, PLC, is the Debtors' legal counsel. The Office of the U.S. Trustee appointed a committee of unsecured creditors. The committee is represented by Dickinson Wright PLLC. HUDSON RIVER TRADING: Moody's Assigns Ba1 CFR, Outlook Stable ------------------------------------------------------------- Moody's Investors Service assigned a Ba1 Corporate Family Rating to Hudson River Trading LLC and affirmed its Ba2 senior secured first lien term loan. The rating action follow's HRT's announcement to upsize its existing $690 million senior secured first lien term loan, due February 2027, by $400 million. Moody's said HRT plans on using the net proceeds to support its growing operations, increase its trading capital and for general corporate purposes. HRT's outlook remains stable. Affirmations: Issuer: Hudson River Trading LLC Issuer Rating, Affirmed Ba2 Senior Secured 1st Lien Term Loan, Affirmed Ba2 Assignment: Issuer: Hudson River Trading LLC Corporate Family Rating, Assigned Ba1 Outlook Actions: Issuer: Hudson River Trading LLC Outlook, Remains Stable RATINGS RATIONALE Moody's said the Ba1 CFR reflects HRT's strong profitable track record with low earnings volatility, liquid balance sheet and healthy levels of capital. The rating also reflects the sustained oversight from a highly engaged ownership and leadership team and a nurturing corporate culture that is typical of technology-focused companies. Moody's said the rating also reflects the inherently high level of operational and market risk in HRT's relatively narrow principal trading and market making activities, that could result in severe losses and a deterioration in liquidity and funding in the event of a severe risk management failure. Such operational and market risks have historically been successfully mitigated by HRT's relatively modest and short-lived individual trade positions in liquid securities. Moody's said HRT has repeatedly increased its holding company's long-term debt to help fund an increase in its trading portfolio, while also retaining a significant amount of capital. Following the successful consummation of this $400 million upsize, the firm's total corporate debt balance would increase to over $1 billion. While debt increases make for a relatively stable source of funding during growth periods, it could result in funding, liquidity and refinancing risks in periods leading up to the maturity, especially if there is a reduction in its profitability. Moody's expects HRT's management team to mitigate this risk by maintaining ample liquidity, and to work on refinancing its debt opportunistically during favorable market conditions, as they've done in the past, and well ahead of the maturity date of its debt. Moody's said HRT's Ba2 senior secured loan was issued by HRT's holding company, and accordingly this rating is one notch below HRT's Ba1 CFR because obligations at the holding company are structurally inferior to HRT's operating companies, where the preponderance of the group's debt and debt-like obligations reside. The stable outlook reflects its assessment that HRT will continue to generate strong profits and cash flows and that HRT's management will continue to place a high emphasis on maintaining an effective risk management and controls framework. The stable outlook also reflects its expectation that the increase in debt will not result in any significant deterioration in the firm's leverage, risk appetite or liquidity profile. Hudson River Trading is a quantitative trading firm specialized in using internally-developed automated trading algorithms to predict and profit from short-term price movement of securities across Americas, Europe, Australia and Asia markets. HRT is headquartered in New York City and has over 400 employees principally located in New York, Chicago, Austin, London, Dublin and Singapore. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade Improved quality and diversity of profitability and cash flows from the development of substantial and lower-risk ancillary business activities Further improvements in retained capital and liquidity that lead to a reduced reliance on key prime brokerage relationships outside of US equities trading Factors that could lead to a downgrade Reduced profitability from changes in market or regulatory environment Increased risk appetite or failure in managing and controlling operational risks Adverse changes in corporate culture or management quality or a shift towards a more aggressive strategic policy (such as an acquisition of another entity on terms that would result in significantly worsened key credit metrics) Significant reduction in retained capital or change in cash retention policy The principal methodology used in these ratings was Securities Industry Market Makers Methodology published in November 2019. HUSCH & HUSCH: Unsecureds Will be Paid in Full in Plan ------------------------------------------------------ Husch & Husch, Inc., submitted a Plan and a Disclosure Statement. The Debtor's Plan of Reorganization provides for full payment to all creditors, with interest, by a combination of asset liquidation and earnings: * Class 1(a): The professional members of Class 1(a) are Debtor's accountants, business advisors, and attorneys with code section 503(b)(4) claims. They will be paid in full with interest from liquidation of certain estate property and from business operation profits. The payment shall be made within thirty (30) days of Confirmation. * Class 1(b): The allowed claims of Class 1(b) under section 503(b)(9), providing product prepetition date, shall be paid in full upon Effective Date or once becoming allowed, whichever is later. * Class 1(c): The claims of Class 1(c) shall be paid in full upon effective date or once becoming due, whichever is later. * Class 2: The wage claims of Class 2 will be paid in full within eight (8) months from Effective Date. * Class 3: The Class 3 (tax) claims shall be paid in full with interest in 16 equal quarterly installments. * Class 4: The leases and contracts between Debtor and Class 4 shall be assumed and paid in full, unless specifically rejected. * Class 5: The real estate tax claim of Class 5 (Yakima County) shall be paid timely and in full. * Class 6: The claim of Class 6 (Agco) shall be paid in full at the rate of $12,199.74 per year. * Class 7: The claim of Class 7 (Ally) shall be paid in full at the rate of $805.00 per month. * Class 8: The claim of Class 8 (Deere) shall be paid in full at the rate of $47,120.51 per year. * Class 9: The claim of Class 9 (Ford) shall be paid in full at the rate of $1,499.96 per month. * Class 10: The claim of Class 10 (GM) shall be paid in full at the rate of $748.86 per month. * Class 11(a): The claim of Class 11(a) (Heritage) shall be paid in full within 18 months. In the interim it shall be paid $406.22 per month. * Class 11(b): The claim of Class 11(b) (Heritage) shall be paid in full with interest within eighteen (18) months. Until then it shall be paid $129.00 per month. * Class 11(c): The claim of Class 11(c) (Heritage) shall be paid in full with interest. If a refinance does not pay this claim in full within twenty (20) months, the Office Property will be sold to pay the claim. * Class 11(d) and 11(e): The Allowed Secured Claims of 11(d) and 11(e) (Heritage Bank) shall be paid in full plus interest. Debtor is attempting to refinance its business and once completed will pay classes 11(d) and 11(e) in full. It also provides that if these classes are not paid in full within twenty (20) months that Debtor will sell all its property to pay the claims. * Class 12: The Claim of Class 12 (Wells Fargo) will be paid in full at the rate of One Thousand Dollars ($1,000.00) per month. * Class 13: The Claim of Class 13 (Helena Ag) will be paid in full before 18 months of Effective Date. * Class 14: The claims of Class 14 (Unsecured) shall be paid in full in 12 equal quarterly installments. * Class 15 and 16: The members of classes numbered 15 (Husch Properties) and 16 (D & LK) shall be paid nothing as members of the classes. The property of said classes pledged to secure claims of Heritage Bank shall be sold, if needed, to pay the claims. * Class 17: The members of Class 17 (Cross River Bank and/or Small Business Administration) shall be paid nothing. Under the terms of the Paycheck Protection Program the loan shall be forgiven. A full-text copy of the Disclosure Statement dated July 1, 2020, is available at https://tinyurl.com/y7cqomqb from PacerMonitor.com at no charge. The Debtor's counsel: KEVIN O'ROURKE DAN O'ROURKE SOUTHWELL & O’ROURKE, P.S. 960 Paulsen Center W. 421 Riverside Avenue Spokane, WA 99201 Tel: (509) 624-0159 About Husch & Husch Husch & Husch, Inc. -- http://www.huschandhusch.com/-- is a family-owned and operated agricultural chemical and fertilizer company located in Harrah, Washington. It provides conventional and organic fertilizers, micro nutrient technology, and chemicals to help make lawn, garden, agronomic crops, and fruit trees grow to their full potential. Husch & Husch was founded in 1937 by Pete Husch. Husch & Husch, Inc., based in Harrah, WA, filed a Chapter 11 petition (Bankr. E.D. Wash. Case No. 20-00465) on March 4, 2020. In the petition signed by CFO Allen Husch, the Debtor disclosed $12,284,732 in assets and $5,966,019 in liabilities. Dan O'Rourke, Esq., at Southwell & O'Rourke, P.S., is the Debtor's bankruptcy counsel. INTERSTATE FIRE: Proposes an Auction of Personal Property --------------------------------------------------------- Interstate Fire Protection, Inc. asks the U.S. Bankruptcy Court for the Eastern District of Michigan to authorize the auction sale of personal property listed in Exhibit A. At the time of filing of the case, the Debtor had various vehicles and items of equipment located at the business, generally described in Exhibit A. The business is only nominally operating and it is the Debtor's intention to use these proceedings to liquidate the assets of the estate and distribute those assets to creditors in the priorities prescribed by the Bankruptcy Code, 11 USC Section 726. Prior to the commencement of these proceedings, the Debtor had entered into a contract with R.J. Montgomery & Associates, Inc. to conduct an auction of the property described. When a creditor began executing on the Debtor's property, it became necessary to file the proceeding to insure that the wind-down and sale of its assets was completed in an orderly manner, preserving the most value for the assets and insuring that they were distributed to creditors on a pro rata manner, consistent with the distribution provisions of the Code. As was the case prior to the commencement of the Chapter 11, the Debtor believes that an auction of the property is the most cost-effective and expedient manner of disposing of the items and further believes that allowing Montgomery to sell these items is the most cost-effective manner of disposing of the items. Concurrent with the filing of the Motion, the Debtor has applied to the Court for authority to engage Montgomery. Montgomery has proposed to auction the property of the estate via a public auction on Aug. 11, 2020. Upon information and belief, much of the property to be included in the auction (particularly, the vehicles) are not encumbered by any liens, claims, or interests. Relative to the non-titled assets, a search of the State of Michigan UCC records indicates the following liens, recorded on the dates indicated: (i) Corporation Service Company - all asset lien, filed 10/26/16; (ii) CapitalPlus Construction Services, LLC - all asset lien, filed 12/26/18; and (iii) Michigan Dept. of Treasury - personal property, filed 6/25/19. Prepetition, the Debtor attempted to obtain principal balance information on each of these obligations, but had limited success. In any event, the Debtor believes that the value of the assets to be sold exceeds the value of any legitimate liens against the property, and the proposed sale meets the requirements of Section 363(f). The Debtor believes that a sound business justification exists for the sale. The personal property is not necessary for any reorganization effort. The Debtor reserves the right to: impose additional terms and conditions on the sale; adjourn the auction; and withdraw the assets from the auction. The property will be sold "as is" and "where is" without representation or warranties, whether expressed or implied, including, but not limited to, any warranties of merchantability, fitness for particular purpose, or habitability. The Debtor asks that the 14-day stay provided for in Bankruptcy Rule 6004(h) will not be in effect with respect to the sale, and the proposed order will be effective and enforceable immediately upon entry. A copy of the Exhibit A is available at https://tinyurl.com/y8omqvnq from PacerMonitor.com free of charge. About Interstate Fire Protection Interstate Fire Protection, Inc., is a New Hudson, Michigan-based company that offers fire sprinkler system installation services. Interstate Fire Protection, Inc. and its debtor affiliate, Robert Donald Peters, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 20-31252) on July 8, 2020. The petition was signed by Robert Peters, shareholder. At the time of the filing, Interstate Fire Protection disclosed estimated assets of up to $50,000 and estimated liabilities of $1 million to $10 million. Joel D. Applebaum is the case judge. The Debtors tapped Steinberg Shapiro & Clark as counsel and Thomas J. Shemanski of Rehmann Robson as financial consultants/certified public accountants (CPAs). J & K LOGGING: Unsecureds Will Get 50% of Net Profit ---------------------------------------------------- J&K Logging, Inc., submitted a Plan and a Disclosure Statement. Secured Claims are impaired. Allowed Secured Claims are secured by property of the Debtor’s bankruptcy estate (or that are subject to set-off) to the extent allowed as secured claims under Sec. 506 of the Code. The following chart lists all classes containing Debtor's secured prepetition claims and the proposed treatment under the Plan: * Ally Bank filed a secured claim (claim No. 9) for $41,147. The Debtor will pay this claim in full plus 5.25% interest in monthly installments and the claim will be paid in full in 60 equal monthly payments. The payments will be approximately $780.00 per month with the first monthly payment being due and payable on the 15th day of the first full calendar month following 60 days after the effective date of the plan. * Caterpillar Financial Services Corporation filed a secured claim (claim No. 3) for $367,600. The Debtor will pay this claim in full plus 5.25 interest in monthly installments and the claim will be paid in full in 60 equal monthly payments. The payments will be approximately $7,000.00 per month with the first monthly payment being due and payable on the 15th day of the first full calendar month following 60 days after the effective date of the plan. Any unsecured portion of this claim will be treated as general unsecured pursuant to Class 4 of the Plan. * Citizens State Bank of Woodville filed a secured claim (claim No. 6) for $50,149. The Debtor will pay this claim in full plus 5.25% interest in monthly installments and the claim will be paid in full in 60 equal monthly payments. The payments will be approximately $950.00 per month with the first monthly payment being due and payable on the 15th day of the first full calendar month following 60 days after the effective date of the plan. Any unsecured portion of this claim will be treated as general unsecured pursuant to Class 4 of the Plan. * John Deere Financial filed a secured claim (claim No. 12) for $35,440. The Debtor will pay this claim in full at the contract rate of interest (4.25%) in monthly installments and the claim will be paid in full in 60 equal monthly payments. The payments will be approximately $650.00 per month with the first monthly payment being due and payable on the 15th day of the first full calendar month following 60 days after the effective date of the plan. Any unsecured portion of this claim will be treated as general unsecured pursuant to Class 4 of the Plan. * John Deere Financial filed a secured claim (claim No. 13) for $166,508. The Debtor will pay this claim in full at the contract rate of interest (1.9%) in monthly installments and the claim will be paid in full in 60 equal monthly payments. The payments will be approximately $2,900.00 per month with the first monthly payment being due and payable on the 15th day of the first full calendar month following 60 days after the effective date of the plan. Any unsecured portion of this claim will be treated as general unsecured pursuant to Class 4 of the Plan. * John Deere Financial filed a secured claim (claim No. 14) for $184,791. The Debtor will pay this claim in full at the contract rate of interest (1.9%) in monthly installments and the claim will be paid in full in 60 equal monthly payments. The payments will be approximately $3,200.00 per month with the first monthly payment being due and payable on the 15th day of the first full calendar month following 60 days after the effective date of the plan. Any unsecured portion of this claim will be treated as general unsecured pursuant to Class 4 of the Plan. * Mack Financial (Volvo Financial) is owed $98,000. Debtor will pay this claim in fullplus 5.25% interest in monthly installments and the claim will be paid in full in 60 equal monthly payments. The payments will be approximately $1,900.00 per month with the first monthly payment being due and payable on the 15th day of the first full calendar month following 60 days after the effective date of the plan. * LG Funding, LLC filed a secured claim (claim No. 8) for $85,556. The Debtor will pay this claim in full plus 5.25% interest in monthly installments and the claim will be paid in full in 60 equal monthly payments. The payments will be approximately $1,600.00 per month with the first monthly payment being due and payable on the 15th day of the first full calendar month following 60 days after the effective date of the plan. Any unsecured portion of this claim will be treated as general unsecured pursuant to Class 4 of the Plan. * Swift Financial, LLC filed a secured claim (claim No. 8) for $34,574. The Debtor will pay this claim in full plus 5.25% interest in monthly installments and the claim will be paid in full in 60 equal monthly payments. The payments will be approximately $650.00 per month with the first monthly payment being due and payable on the 15th day of the first full calendar month following 60 days after the effective date of the plan. Any unsecured portion of this claim will be treated as general unsecured pursuant to Class 4 of the Plan. * Southside Bank filed a secured claim (claim No. 8) for $41,556. The Debtor will pay this claim in full plus 5.25% interest in monthly installments and the claim will be paid in full in 60 equal monthly payments. The payments will be approximately $800.00 per month with the first monthly payment being due and payable on the 15th day of the first full calendar month following 60 days after the effective date of the plan. General Unsecured Claims are impaired. The allowed general unsecured creditors will be paid as much of what they are owed as possible. Each year for 5 years, if the Reorganized Debtor made a profit, after income taxes, and after making all secured plan payments and normal overhead payments, the Reorganized Debtor shall pay to the allowed unsecured creditors their pro rata share of 50% of the net profit for the previous year, in 12 monthly payments beginning on September 15th of the year. The sole shareholder, Joshua Russell, will retain his interest in the Reorganized Debtor but will not receive dividends during the term of the plan of reorganization. Payments and distributions under the Plan will be funded by through future income from the operations of the company. A full-text copy of the Disclosure Statement dated July 1, 2020, is available at https://tinyurl.com/ydac7q4o from PacerMonitor.com at no charge. About J & K Logging J & K Logging, Inc., a trucking company providing freight transportation services, filed a voluntary petition for relief under Chapter 11 of Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-35189) on Sept. 13, 2019. In the petition signed by Joshua Russell, president, the Debtor disclosed $1,323,905 in assets and $1,314,807 in liabilities. The case is assigned to Judge Jeffrey P. Norman. Russell Van Beustring, Esq., at the Lane Law Firm, represents the Debtor. J. HILBURN: Amended Plan of Reorganization Confirmed by Judge ------------------------------------------------------------- Judge Harlin D. Hale has entered findings of fact, conclusions of law and order approving Disclosure Statement and confirming Amended Plan of Reorganization of Debtor J. Hilburn, Inc. Article III of the Plan specifies that Claims and Equity Interests in Classes 1, 2, and 3 are Unimpaired. Article IV of the Plan specifies the treatment of each Impaired Class under the Plan, which are Classes 4, 5, 6a, 6b, 7, and 8. The Plan, therefore, satisfies sections 1123(a)(2) and 1123(a)(3) of the Bankruptcy Code and the impairment or unimpairment of Claims and Equity Interests under the Plan is permitted under section 1123(b)(1) of the Bankruptcy Code. The Debtor has proposed the Plan in good faith and not by any means forbidden by law. The Chapter 11 Case was filed, and the Plan was proposed, with the legitimate purpose of allowing the Debtor to reorganize and emerge from bankruptcy. The Plan is the result of extensive and intense arm’s-length negotiations and settlement discussions and has been proposed in good faith and for a proper purpose. In determining that the Plan satisfies section 1129(a)(3) of the Bankruptcy Code, the Court has examined the totality of the circumstances surrounding the filing of the Chapter 11 Case, the Plan itself, and the process leading to its confirmation. A copy of the order and amended plan dated July 2, 2020, is available at https://tinyurl.com/yd4nkdov from PacerMonitor at no charge. Proposed Counsel for the Debtor: Patrick J. Neligan, Jr. John D. Gaither NELIGAN LLP 325 N. St. Paul, Suite 3600 Dallas, Texas 75201 Telephone: (214) 840-5300 E-mail: pneligan@neliganlaw.com jgaither@neliganlaw.com About J. Hilburn J. Hilburn, Inc. -- https://www.jhilburn.com/ -- sells custom-made men's clothing. The Company offers shirts, suits, trousers, pants, sweaters, outerwears, and accessories. On April 30, 2020, J. Hilburn, Inc., and its affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 20-31308). In the petition w signed by CEO David DeFeo, Diamondback was estimated to have $1 million to $10 million in assets and $10 million to $50 million liabilities. The Debtors tapped Patrick J. Neligan, Jr., Esq. of Neligan LLP, as counsel. J.C. PENNEY: DIP Lenders to Decide on Winning Bid Today ------------------------------------------------------- J.C. Penney Company advised the U.S. Bankruptcy Court for the Southern District of Texas that, to facilitate further active and ongoing negotiations and documentation, the Company's DIP Lenders have extended through Aug. 11, 2020, at 11:59 p.m., New York City time, the deadlines by which the DIP Lenders must (a) select a winning bid for opco, (b) complete negotiations regarding certain key term sheets reflecting the terms of a go-forward transaction, and (c) approve the Company's Business Plan. Concurrently with the extension of these deadlines, the Consenting First Lien Lenders have extended the corresponding deadlines included in the parties' restructuring support agreement. The status conference set for Monday, August 10, 2020 has been rescheduled for Wednesday, August 12, 2020, at 10:30 a.m., Central Time. The Debtors expect to file additional information regarding the foregoing as soon as possible on the docket. According to a Seeking Alpha report, the Debtors have received bids for the purchase of their assets from a group comprised of Simon Property Group and Brookfield Property, and from Sycamore Partners and Hudson's Bay. Seeking Alpha, citing various press reports, says Simon Property Group and Brookfield Property have submitted a $1.65 billion bid to buy J.C. Penney's operations. "It seems that their bid would result in the continued operations of the company. It is unclear, however, if they would close more stores. Hopefully, the status conference will give investors more information about this bid," Seeking Alpha says. Simon has been appointed as member of the Official Committee of Unsecured Creditors. Seeking Alpha also reports Sycamore Partners and Hudson's Bay have submitted a $1.75 billion bid for the assets, but notes that the bidders plan to liquidate all J.C. Penney stores and open Belk stores in about 250 prime store locations where Belk currently does compete. On Sunday, The Wall Street Journal reported that Amazon is in discussions with Simon about using some closed J.C. Penney and Sears stores for Amazon fulfillment centers. "For Amazon, more fulfillment centers near residential areas would speed up the crucial last mile of delivery," The Wall Street Journal said. "For Simon, turning over what was once prime mall space to fulfillment centers shows it would be willing to relinquish an essential way to bring in more mall traffic to secure a steady tenant. About J.C. Penney J.C. Penney Company, Inc. -- http://www.jcpenney.com/-- is an apparel and home retailer, offering merchandise from an extensive portfolio of private, exclusive, and national brands at over 850 stores and online. It sells clothing for women, men, juniors, kids, and babies. On May 15, 2020, J.C. Penney announced that it has entered into a restructuring support agreement with lenders holding 70% of its first lien debt. The RSA contemplates agreed-upon terms for a pre-arranged financial restructuring plan that is expected to reduce several billion dollars of indebtedness. To implement the plan, J.C. Penney and its affiliates on May 15, 2020, filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-20182). At the time of the filing, J.C. Penney disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the cases. The Debtors have tapped Kirkland & Ellis and Jackson Walker, LLP as legal counsel; Katten Muchin Rosenman, LLP as special counsel; Lazard Freres & Co. LLC as investment banker; AlixPartners, LLP as restructuring advisor; and KPMG, LLP as tax consultant. Prime Clerk is the claims agent, maintaining the page http://cases.primeclerk.com/JCPenney A committee of unsecured creditors has been appointed in Debtors' Chapter 11 cases. The committee is represented by Cole Schotz, P.C., and Cooley, LLP. J.C. PENNEY: Permanently Closes Poughkeepsie Galleria Location -------------------------------------------------------------- Peter Katz, writing for West Fair Online, reports that the J.C. Penney store in Poughkeepsie's Galleria shopping mall will be permanently closing on Sept. 27, according to a notice filed with the New York State Department of Labor. The Poughkeepsie location was not included in the list of 154 stores to be closed that J.C. Penney released on June 4. In conjunction with its May 15 filing for Chapter 11 bankruptcy, the company said it would permanently close 242 of its 842 stores. The bankruptcy filing was made in federal bankruptcy court for the Southern District of Texas in Corpus Christi. J.C. Penney said in a statement that it hoped to reorganize and remain in business with approximately 600 stores in operation. J.C. Penney had initially announced it would permanently close seven stores in New York state. They all were upstate in Auburn, Batavia, Canandaigua, New Hartford, Oswego, Rome and Syracuse. The new filing with the Labor Department introduces downstate into the equation. At the same time as it notified the Labor Department about the Poughkeepsie shutdown, J.C. Penney disclosed that it also would be closing its store in the South Shore Mall in Bay Shore on Long Island. J.C. Penney told the Labor Department that all 109 of its employees at the Poughkeepsie location would be laid off as of Sept. 25. It said the employees were not represented by a union. All 136 employees at the Bay Shore store also would be laid off as of Sept. 25 and are not represented by a union. At the time of the bankruptcy filing, the company said it had approximately $500 million cash on hand and had received commitments for $900 million in financing. It reported having approximately 85,000 employees. On June 11, U. S. Bankruptcy Judge David Jones gave the company extra time to pay rent it owed to various landlords. On June 4, J.C. Penney's CEO Jill Soltau had expressed optimism for the future. "As of June 4, 2020, we have reopened nearly 500 stores since government officials have eased COVD-19 restrictions and we look forward to opening more. We are excited to welcome back our customers and associates at these locations, and we will continue to take actions to be best positioned to build on our over 100-year history," Soltau said. About J.C. Penney J.C. Penney Company, Inc. -- http://www.jcpenney.com/-- is an apparel and home retailer, offering merchandise from an extensive portfolio of private, exclusive, and national brands at over 850 stores and online. It sells clothing for women, men, juniors, kids, and babies. On May 15, 2020, J.C. Penney announced that it has entered into a restructuring support agreement with lenders holding 70% of its first lien debt. The RSA contemplates agreed-upon terms for a pre-arranged financial restructuring plan that is expected to reduce several billion dollars of indebtedness. To implement the plan, J.C. Penney and its affiliates on May 15, 2020, filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-20182). At the time of the filing, J.C. Penney disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the cases. The Debtors have tapped Kirkland & Ellis and Jackson Walker, LLP as legal counsel; Katten Muchin Rosenman, LLP as special counsel; Lazard Freres & Co. LLC as investment banker; AlixPartners, LLP as restructuring advisor; and KPMG, LLP as tax consultant. Prime Clerk is the claims agent, maintaining the page http://cases.primeclerk.com/JCPenney A committee of unsecured creditors has been appointed in Debtors' Chapter 11 cases. The committee is represented by Cole Schotz, P.C., and Cooley, LLP. JASON INDUSTRIES: Aug. 17 Plan & Disclosure Hearing Set ------------------------------------------------------- Jason Industries, Inc. and its debtor affiliates filed with the U.S. Bankruptcy Court for the Southern District of New York a motion for entry of an order scheduling the Combined Hearing on the adequacy of the Disclosure Statement and confirmation of the Plan. On July 2, 2020, Judge Robert D. Drain granted the motion and ordered that: * Aug. 17, 2020 at 10:00 a.m. is the Combined Hearing, at which time the Bankruptcy Court will consider, among other things, the adequacy of the Disclosure Statement and confirmation of the Plan. * July 31, 2020 at 4:00 p.m. is fixed as the last day to file any objections to the adequacy of the Disclosure Statement and confirmation of the Plan. * Aug. 11, 2020 at 4:00 p.m. is fixed as the last day to file any brief in support of confirmation of the Plan and in reply to any objections. * July 31, 2020 at 4:00 p.m., is the deadline by which a Holder of a First Lien Credit Agreement Claim may elect to exercise the First Lien Put Option. A copy of the order dated July 2, 2020, is available at https://tinyurl.com/y7hgqqr9 from PacerMonitor at no charge. The Debtors are represented by: Kirkland & Ellis LLP Kirkland & Ellis International LLP 601 Lexington Avenue New York, New York 10022 Facsimile: (212) 446-4900 Attn: Jonathan S. Henes, P.C. and Emily E. Geier E-mail: jonathan.henes@kirkland.com emily.geier@kirkland.com 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. JEROME S. HEYWARD: Aug. 12 Hearing on $625K Sale of Charleston Home ------------------------------------------------------------------- Judge David R. Duncan of the U.S. Bankruptcy Court for the District of South Carolina will convene a hearing on Aug. 12, 2020 at 10:30 a.m. to consider Jerome Sydney Heyward's sale of his residence located at 371 Clayton Drive, Charleston, County of Charleston, South Carolina, described as Lot 43, Subdivision Stone Creek, Tax Map 3101600078, consisting of a single family residence on approximately 0.17 acres, to Jonathan Tibbs for $625,000. The Objection Deadline is Aug. 11, 2020. The value of the Property as set forth in an appraisal conducted on Feb. 8, 2016 was $520,000. All net proceeds will be paid to the Chapter 7 Trustee to be disbursed in accordance with the Chapter 7 Trustee's Disbursement Report or further order of the Court. The sale will be conducted at Butler & College, LLC, 1055-D N. Main Street, Summerville, South Carolina on Aug. 30, 2020. The Sales Agent/Auctioneer/Broker in the sale is Jeff Cook Real Estate, LLC with $6,250 agreed commission. The liens of all allowed secured claims shall attach to the proceeds of the sale. Net proceeds to be disbursed in the amount and priority pursuant to Plan or further order of the Court. The Lienholders of the Property are: a. First Lienholder: Bayer Heritage Federal Credit Union, 17612 Energy Road, Proctor, WV 26055, lien balance $520,000; b. Second Lienholder: Internal Revenue Service, 1835 Assembly Street, M/S MDP39, Columbia, SC 29201, lien balance $50,892; and c. Third Lienholder: SC Dept. Rev & Tax, P.O. Box 12265, Columbia, SC 29211, lien balance $42,901. From the proceeds ofthe sale, the Debtor proposed to pay the following: a. Bayer Heritage Federal Credit Union will receive $510,000.00 as first lienholder; b. U.S. Treasury will receive $50,892.45 as second lienholder; and c. S.C. Dept. Rev. & Tax will receive $42,901.35 as third lienholder: (i) Charleston County will receive $1,589 for property taxes; (ii) Jeff Cook Real Estate, LLC will receive $6,250.00 as broker; (iii) POHL, PA, as attorney for Debtor will receive $10,000 for legal fees related thereto; and (iv) Butler & College, LLC for closing costs will receive $2,793. The remaining proceeds will be paid according to the confirmed plan and to pay any necessary expenses. The Debtor asked waiver of automatic 14-day stay provided by Fed. R. Bankr. P. 6004(h) on the grounds that such sale is subject to time being of the essences. The Debtor shall serve a copy of the Motions (if not previously served) and the Order on the United States Trustee, all creditors, and any other essential party in interest by 5:00 p.m. on Aug. 6, 2020. The Debtor's counsel shall file an affidavit of such service with the Court within three days of service. A copy of the Agreement is available at https://tinyurl.com/y4dqkcne from PacerMonitor.com free of charge. The Purchaser: Jonathan Tibbs 371 Clayton Drive Charleston, SC 29414 About Jerome Sydney Heyward Jerome Sydney Heyward, d/b/a Heyward Consulting LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 16-00564) on Feb. 8, 2016, and is represented by Robert A. Pohl, Esq., in Greenville, South Carolina. The case is assigned to Judge David R. Duncan. JONES LEASE: I-80 Equipment to Have 5% Recovery Under Plan ---------------------------------------------------------- Debtor Jones Lease Properties LLC filed a Second Amended Plan of Reorganization and a Second Amended Disclosure Statement on July 2, 2020. Class 16 consists of all Allowed General Unsecured Claims, including all Rejection Damages Claims. Based on the Debtor's preliminary assessment of the Claims, the Debtor estimates that, as of the Effective Date, the balance of the Class 16 Claims will be $1,464,984. The Class 17 Claim consists of the Disputed Claim of the Bankruptcy Estate of I-80 Equipment, LLC (the "I-80 Estate"), United States Bankruptcy Court for the Central District of Illinois, Case No. 17-81749. Amended proof of claim five alleges the balance of the Class 17 Claim was, as of the Petition Date, $5,419,441. The I-80 Estate asserts the Class 17 Claim is Secured through a constructive trust and arises from amounts allegedly transferred from I-80 Equipment, LLC to Jones Lease Properties, LLC, JP Rentals, LLC, and JP Apartments Cooperative (collectively, the "Jones Properties") prior to the filing of I-80 Equipment's Chapter 7 bankruptcy on December 6, 2017 which were allegedly used for the acquisition of real estate, payments on mortgage loans and other costs, and operating expenses of each of the Jones Properties. The Debtor disputes that the Class 17 Claim is entitled to Secured status based on a constructive trust legal theory and further disputes the amount claimed by the I-80 Estate. The Debtor has filed an objection to the I-80 Estate’s proof of Claim. The I-80 Estate may accept payment of $125,000 on the Effective Date in Cash in exchange for full and complete satisfaction of the Class 17 Claim against the Jones Properties and against Mr. Erik Jones individually. The Class 17 Claim in the amount of $968,000 is deemed fully unsecured and receives treatment as a Class 16 General Unsecured Claim. A full-text copy of the Second Amended Disclosure Statement dated July 2, 2020, is available at https://tinyurl.com/yd5f48f4 from PacerMonitor at no charge. General Reorganization Counsel for the Debtor: Jeffrey D. Goetz, Esq. Vincent R. Ledlow, Esq. Bradshaw, Fowler, Proctor & Fairgrave, PC 801 Grand Avenue, Suite 3700 Des Moines, IA 50309-8004 Tel: 515-243-4191 Fax: 515-246-5808 E-mail: goetz.jeffrey@bradshawlaw.com ledlow.vincent@bradshawlaw.com About Jones Lease Properties JP Rentals, LLC and Jones Lease Properties, LLC, are a locally owned and operated rental property companies serving the Quad Cities and surrounding areas. As the source for rental living, they offer a wide variety of rental properties including apartment complexes, single family homes, townhomes, and duplexes. J.P. Apartments Cooperative, Jones Lease Properties, and J.P. Rentals, LLC filed their voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Iowa Case Nos. 18-02566, 18-02568, and 18-02569, respectively) on Nov. 26, 2018. In January 2019, the cases were transferred to the U.S. Bankruptcy Court for the Central District of Illinois and were assigned new case numbers (Case No. 19-80013 for J.P. Apartments; Case No. 19-80014 for Jones Lease; and Case No. 19-80015 for J.P. Rentals). In the petitions signed by Erik R. Jones, director, J.P. Apartments disclosed $4,765,888 in total assets and $4,689,693 in liabilities. The Debtors tapped Bradshaw, Fowler, Proctor & Fairgrave PC as their legal counsel; GlassRatner Advisory & Capital Group, LLC as their investment banker; and The Skutch Arlow Group, LLC, as financial advisor. KRISTAL C. OWENS: $237K Sale of Wilkinsburg Property Confirmed -------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Pennsylvania confirmed Kristal C. Owens' sale of the real property located at 204-214 South Avenue, Wilkinsburg, Pennsylvania to Oakdale Development, LLC for $237,000. The sale is free and divested of any liens, claims and encumbrances, with all such liens, claims and encumbrances to attach to the proceeds of sale. The Purchaser is permitted to record a copy of the Order with any applicable governmental recording office. OPA-HI Development, LLC of 1917 Murray Avenue, #34, Pittsburgh, PA 15217 is designated as the back-up bidder to the sale. In the event that the sale to Oakdale Development does not close in the time permitted by the Order, the confirmed sale of the Property to OPA-HI Development for $236,000, free and divested of any liens, claims and encumbrances is approved. Any hand money or break-up fee held on behalf of OPA-HI will be paid upon the closing of the sale to Oakdale Development. The following expenses/costs will immediately be paid at the time of closing. Failure of the Closing Agent to timely make and forward the disbursements required by the Order will subject the closing agent to monetary sanctions, including among other things, a fine or imposition of damages, after notice and hearing, for failure to comply with the above terms of the Order. Except as to the distributions specifically authorized, all remaining funds will be held by the Counsel for tge Debtor pending further Order of this Court after notice and hearing: (1) The following lien(s)/claim(s) and amounts: Wilkinsburg School District in full plus any legal fees related to the sale, their payoff which is subject to verification and allowance by the Court; Wilkinsburg Borough in full plus any legal fees related to the sale, its payoff which is subject to verification and allowance by the Court; County of Allegheny in full plus any legal fees related to the sale, their payoff which is subject to verification and allowance by the Court; (2) Delinquent real estate taxes; if any; (3) The sale is pursuant to the Debtor's chapter 11 Plan of reorganization and it is not subject to realty transfer taxes; (4) Current real estate taxes, pro-rated to the date of closing; (5) The costs of local newspaper advertising reimbursed to Calaiaro Valencik in the amount of $598; (6) The costs of legal journal advertising reimbursed to Calaiaro Valencik in the amount of $456; (7) The sole realtor commission payable in this transaction is 6% to be split equally between the Debtor’s broker and the Purchaser's broker and such Court approved realtor commission in the amount of 6% will be paid by Purchaser as a term of the sale and will not be paid by the Debtor; (8) Court approved attorney fees made in the amount of $2,500 made payable to Calaiaro Valencik; (9) $5,000 to be paid for the costs of administration; (10) $11,096 to the United States of America, Internal Revenue Service; and (11) The balance of funds realized from the within sale will be paid to Wells Fargo Home Mortgage. The Debtor reserves the right to ask a verified payoff from the mortgagee. Within seven days of the date of the Order, the Movant/Plaintiff will serve a copy of the within Order on each Respondent/Defendant (i.e., each party against whom relief is sought) and its attorney or record, if any, upon any attorney or party who answered the motion 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 Certificate of Service. The closing will occur within 60 days of the entry of the Order or within three business days following the date the order confirming the Debtor's chapter 11 plan becomes final, whichever date is later; the buyer waived all contingencies and right to a due diligence period at the hearing on the sale. Within seven days following closing, the Movant/Plaintiff will file a Report of Sale which will include a copy of the HUD-1 or other Settlement Statement. A hearing on the Motion was held on Aug. 6, 2020 at 10:30 a.m. The objection deadline was July 13, 2020. The Purchaser: OAKDALE DEVELOPMENT, LLC 2015 Mary Street Pittsburgh, PA 15203 A copy of the Agreement and Bidding Procedures is available at https://tinyurl.com/ycrgwa5q from PacerMonitor.com free of charge. Kristal C. Owens sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 19-24274) on Oct. 31, 2019. The Debtor tapped David Z. Valencik, Esq., at Calaiaro Valencik, as counsel. LADDER CAPITAL: S&P Affirms 'BB-' ICR; Ratings Off Watch Negative ----------------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' long-term issuer credit rating and its 'B+' unsecured debt ratings on Ladder Capital Finance Holdings LLLP and removed them from CreditWatch, where the rating agency placed them with negative implications on April 17, 2020. The outlook is negative. S&P removed its ratings on Ladder from CreditWatch with negative implications due to the company's reduction in exposure to short-term repurchase facilities and its growth in unrestricted cash. As of March 31, 2020, the company had $712 million outstanding in repurchase agreements used to fund securities that matured between April and June of 2020. This amount of exposure to short-term repurchase agreements was greater than peers and posed both liquidity and refinancing risks. Since then, exposure to short-term repurchase agreements have decreased to $463 million, and unrestricted cash has increased to $826 million, mitigating some of the refinancing risk, in S&P's view. Over the past quarter, the company greatly reduced its exposure to margin calls. The company finished the first quarter with $1.7 billion outstanding on repurchase agreements and an additional $1 billion outstanding in Federal Home Loan Bank (FHLB) funding, both with margin call provisions. The company finished the second quarter with $1.3 billion outstanding on repurchase agreements and just $361 million outstanding in FHLB funding. The company was able to do this in part by closing on over $500 million of nonrecourse, non-mark-to-market financing through a collateralized loan obligation transaction with Goldman Sachs and a private financing transaction with Koch Real Estate Industries. The company also sold $240 million of balance sheet and conduit loans at an average price of 96% of par and $439 million securities at an average price of 97% of par. However, S&P believes current economic conditions could result in material credit deterioration, particularly on the company's loan portfolio, over the next year. S&P's ratings on Ladder's senior unsecured debt are one notch lower than the issuer credit rating because priority debt significantly exceeds 30% of adjusted assets. The negative outlook on Ladder reflects the company's exposure to margin calls from its repurchase facilities over the next 12 months in an environment where there could be significant deterioration in the credit quality of Ladder's asset portfolio. S&P expects Ladder will operate with debt to adjusted total equity of 2.75x to 3.5x. "We could lower the rating on Ladder over the next 12 months if the company's liquidity is depleted through margin calls or if its profitability is significantly eroded through increased provisions for loan losses. We could also lower the rating if leverage materially increases above our expected range," S&P said. "We could revise our outlook on Ladder to stable over the next 12 months if the macroeconomic environment improves, the company's liquidity remains adequate in our view, asset quality is relatively stable, short-term repurchase agreements outstanding materially decrease, and leverage is within our expectations," the rating agency said. LAKELAND TOURS: Arnold & Porter Updates on Equity Holders --------------------------------------------------------- In the Chapter 11 cases of Lakeland Tours, LLC, et al., the law firm of Arnold & Porter Kaye Scholer LLP submitted an amended verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose an updated list of Equity Holders that it is representing. In July 2020, the Equity Holders retained A&P to represent them in their capacities as holders of equity in Lakeland Holdings, LLC. On July 28, 2020 A&P filed its original verified statement pursuant to Fed. R. Bankr. P. 2019 [Docket No. 59]. Since the filing of the Original Verified Statement further information regarding the holdings of certain of the Equity Holders has developed, and additional equity holders have engaged A&P to represent them. A&P files this Amended Statement to disclose this additional information. As of Aug. 5, 2020, each Equity Holder and their disclosable economic interests are: International Studies Abroad Inc. 1605 Resaca Blvd Austin Tx, 78738 * Equity Shares: 727,628 * Seller Notes: $1,061,075 Spirit II Family LLC 1605 Resaca Blvd Austin Tx, 78738 * Equity Shares: 140,430 * Seller Notes: $204,784 Gustavo Artaza 1605 Resaca Blvd Austin, TX 78738 * Equity Shares: 4,532 * Seller Notes: $15,359 Arturo Artaza 3809 Agape Ln Austin, TX 78735 * Equity Shares: 25,046 * Seller Notes: $99,832 James Basker 370 Riverside Drive, Apt 15E New York, NY 10025 * Equity Shares: 92,189 * Seller Notes: $268,780 James Gerber 6 W Melrose St. Chevy Chase, MD 20815 * Equity Shares: 208,961 * Seller Notes: $447,966 Rafael Hoyle 332 Rugged Earth Drive Austin, TX 78737 * Equity Shares: 39,966 * Seller Notes: $157,588 Study Australia LLC 51720 Bluffside Court Granger, IN 46530 * Equity Shares: 324,242 Nothing in this Amended Statement shall be construed as (i) a limitation upon, or waiver of, each Equity Holders' right to assert, file, or amend its or their claims or interests in accordance with applicable law and any orders entered in these cases, or (ii) an admission with respect to any fact or legal theory. A&P reserve the right to supplement or amend this Statement at any time for any reason. Counsel for Certain Equity Holders can be reached at: ARNOLD & PORTER KAYE SCHOLER LLP Benjamin Mintz, Esq. Peta Gordon, Esq. Lucas B. Barrett, Esq. 250 W. 55th Street New York, NY 10019-9710 Tel: (212) 836-8000 Fax: (212) 836-8689 Email: Benjamin.mintz@arnoldporter.com Peta.gordon@arnoldporter.com Lucas.barrett@arnoldporter.com - and - Michael L. Bernstein, Esq. 601 Massachusetts Ave, NW Washington, DC 2001-3743 Tel: (202) 942-5000 Fax: (202) 942-5999 Email: Michael.bernstein@arnoldporter.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/KnGDs7 About Lakeland Tours Lakeland Tours, LLC, et al., d/b/a WorldStrides, together with their non-debtor affiliates, provide full-service educational travel and experiential learning programs domestically and internationally for students from K12 to graduate level. The Companies are one of the U.S.' largest accredited travel company, providing organized educational travel and other experiential learning programs for more than 550,000 students in 2019. Lakeland Tours LLC and certain of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-11647) on July 20, 2020. The petitions were signed by Kellie Goldstein, chief financial officer. At the time of the filing, the Debtors estimated consolidated assets of $1 billion to $10 billion and consolidated liabilities of $1 billion to $10 billion. Nicole L. Greenblatt, P.C., Susan D. Golden, Esq., and Whitney Fogelberg, Esq., of Kirkland & Ellis LLP, serve as the Debtors' counsel. KPMG LLP is the Debtors' financial advisor. Houlihan Lokey Capital, Inc. is the Debtors' investment banker; Bankruptcy Management Solutions is the notice and claims agent; and Daniel J. Edelman Holdings Inc is the communications consultant and advisor. LEVEL 3 FINANCING: S&P Rates New $840MM Senior Unsecured Notes 'BB' ------------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '4' recovery rating to Level 3 Financing Inc.'s proposed $840 million senior unsecured notes due 2029. Level 3 is a wholly owned subsidiary of Monroe, La.-based diversified telecommunications provider CenturyLink Inc. The '4' recovery rating indicates S&P's expectation of average (30%-50%; rounded estimate: 45%) recovery in the event of a payment default. Similar to Level 3's other unsecured debt, the notes will have a downstream guarantee from Level 3 Parent LLC and an upstream guarantee from its primary operating subsidiary Level 3 Communications LLC. S&P expects the company to use the net proceeds from these notes, along with cash on hand, to repay $140 million remaining of the 5.625% senior notes due 2023 and $700 million of the 5.125% senior notes due 2023. Because the transaction does not affect CenturyLink's credit metrics, S&P's issuer credit rating and outlook on the company remains 'BB' and stable, respectively. Furthermore, it views transaction favorably in that it will push S&P's Level 3's 2023 maturities at attractive rates. "Given the weaker economic environment due to the coronavirus pandemic and CenturyLink's exposure to business customers, which represents about three-quarters of its revenue, we expect CenturyLink's EBITDA to decline around 4%-6% in 2020 and for discretionary cash flow to be about $300 million-$500 million lower than the $2 billion it generated in 2019, although this is partially due to higher levels of capital spending to upgrade its network," S&P said. Lower EBITDA levels and declining free cash flow will also constrain CenturyLink's ability to improve leverage in 2020 (adjusted debt to EBITDA was 4.1x in 2019). Instead, S&P expects that CenturyLink will resume deleveraging in 2021 and improve its debt to EBITDA to the high-3x area during that time period. Nonetheless, S&P believes the company's credit metrics (including adjusted leverage of less than 4.5x) will continue to support the current rating. "While top line results were generally better than our expectations during the second quarter of 2020 and the company achieved $620 million of its $800 million to $1 billion of run-rate synergies, adjusted EBITDA, including integration and transformation costs, still fell 5.9% from the prior-year period due to higher bad debt and overtime expense. At the same time, free operating cash flow declined 8% during the first six months of 2020 from the year-ago period and CenturyLink's reported leverage was essentially flat from the prior quarter at 3.7x," S&P said. LIVEXLIVE MEDIA: Q1 Fiscal 2021 Revenue Increased 11% to $10.5M --------------------------------------------------------------- LiveXLive Media, Inc., reported results for its first fiscal quarter ended June 30, 2020. In Q1 fiscal 2021, LiveXLive posted record revenue of $10.5 million as well as record contribution margin* of $2.8 million. The increases were driven by growth in subscription revenue, strong sponsorship sales growth and improved margin expansion across LiveXLive's live music events platform. On a GAAP basis, the Company recorded a loss from operations of ($5.8) million and a net loss of ($7.5) million. On a non-GAAP basis, Adjusted Operating Loss* narrowed to ($0.1) million from ($4.6) million in Q1 2020. LiveXLive CEO and Chairman, Robert Ellin, commented, "LiveXLive was uniquely positioned to benefit from the abrupt stop of live music and entertainment due to COVID-19. We have the first talent-centric platform focused on superfans and building long term franchises in audio music, podcasting, OTT linear channels, pay-per-view, and livestreaming. Our model includes multiple monetization paths including subscription, advertising, sponsorship, merchandise sales and ticketing. We are excited to raise our revenue guidance for our 2021 fiscal year based on momentum in our core businesses." "Our Q1 results were the strongest to date and reflect the power of our business model, posting record events, viewership, revenue and operating results in Q1 fiscal 2021," said Michael Zemetra, CFO of LiveXLive. "With our recent financing, improvements in our balance sheet and the closing of PodcastOne, we believe we are in a position of strength to accelerate our business growth and aggressively move towards profitability." Recent and Q1 Fiscal 2021 Highlights * Ended June 30, 2020 with 877,000 paid subscribers, an increase of 144,000, or 20% year-over-year. * Launched a new Pay-Per-View offering in May 2020, enabling new forms of artist revenue, including digital tickets, tipping, digital meet and greets, merchandise sales and sponsorship, generating over 24,000 tickets sold to date at an average price greater than $27 per ticket. Signed an exclusive livestream PPV concert with K-Pop sensation Monsta X that aired on Aug. 8, 2020 and livestreamed Darius Rucker's annual "Darius & Friends Presented by CDW and Intel" on July 30, 2020. * Partnered with global music sensation Pitbull in multi-year deal to develop, produce, distribute, and monetize unique original content, including PPV events and podcasts. Link to: Pitbull and LiveXLive CEO Rob Ellin interview on CNBC. * Produced and curated Music Lives, a 48-hour live digital festival featuring over 100 artists that streamed April 17 - 19, 2020, with sponsorship from TikTok and Facebook Oculus Venues. The digital festival drove over 50 million livestream views and more than 5.0 billion video views of #musiclives. Following this success, LiveXLive launched the Music Lives ON franchise – a weekly series of livestream performances featuring established and emerging artists. * Entered into separate distribution deals with XUMO, FITE and Consumable TV, expanding LiveXLive’s reach and extending beyond music into comedy, sports and other genres. XUMO is a linear OTT platform reaching 45 million homes featuring original shows, artist interviews, concerts, festivals, event content, and bite-size content from around the world. FITE is a global PPV platform that will allow LiveXLive offering to include MMA fighting and boxing. Consumable TV is a syndicated platform that plugs into top Comscore-ranked publishers to reach over 100 million viewers. * Partnered with Live Nation Urban and Color of Change to livestream Lift Every Voice: a Juneteenth Special, Shaquille O'Neil and Rob Gronkowski to livestream Shaq’s Fun House vs Gronk Beach and award-winning country artist Zac Brown Band to livestream July 4th charity event. * Announced a multi-year partnership with Corona Electric Beach for Spring Awakening Music Festival 10th anniversary event in 2021 and produced first-ever Spring Awakening Music Festival virtual experience, benefitting MusiCares. * Announced entering into a $15.0 million senior secured convertible financing agreement with a major existing institutional shareholder and provided notice of intention to repay existing senior secured debentures by Aug. 31, 2020, vastly improving LiveXLive's financial position and balance sheet. Business Outlook LiveXLive is raising revenue guidance and updating its full-year fiscal 2021 guidance as follows: * Revenue of $62.5 - $68.5 million, an increase of $1.5 million from prior 2021 guidance * Annualized Contribution Margin* of 30% - 35% of revenue, an improvement of over 100% YOY * Adjusted Operating Loss* of ($2.5) - ($5.0) million, representing a 70% improvement YOY at the midpoint * Capital expenditures, which principally include internally capitalized labor costs supporting the growth of our music platform, in the range of $3.0 - $5.0 million * Expectation to livestream over 100 music festivals and events, an increase of over 140% YOY First Quarter 2021 Results Summary Discussion During Q1 fiscal 2021, LiveXLive posted record revenue of $10.5 million versus $9.5 million in Q1 fiscal 2020. The increase was largely due to the growth in advertising and sponsorship revenue, subscription revenue and PPV ticketing revenue. Licensing and sponsorship revenue increased over 350% year-over-year, offset by a 63% decline in programmatic advertising. Paid subscribers as of June 30, 2020 increased 20% to 877,000, a net increase of 144,000 as compared to 733,000 subscribers at June 30, 2019. LiveXLive livestreamed 45 live events during Q1 2021, as compared to 9 in Q1 2020, significantly reduced the cost per event, and made incremental investments to drive long-term growth. These growth activities drove a net loss of ($7.5) million, loss from operations of ($5.8) million and Adjusted Operating Loss* of ($0.1) million in Q1 fiscal 2021. Q1 fiscal 2021 Operating Loss of ($5.8) million was substantially lower as compared to a ($10.3) million Operating Loss in Q1 fiscal 2020. The $4.5 million improvement was largely driven by (i) a $2.3 million improvement in contribution margin* in Q1 fiscal 2021, as compared to Q1 fiscal 2020 driven by higher sponsorship revenue and a decrease in production expenses, and (ii) one-time savings initiatives in Q1 fiscal 2021 of approximately $1.4 million that included reductions of employee salaries and other expenses as a result of uncertainties caused by the COVID-19 pandemic. The remaining improvement was due to lower overall operating expenses in Q1 fiscal 2021 versus Q1 fiscal 2020, partly driven by lower travel and other variable spending efficiencies created under the COVID-19 stay-at-home practices enacted throughout Q1 fiscal 2021. Q1 fiscal 2021 AOL* of ($0.1) million improved by 98% or $4.5 million when compared to Q1 fiscal 2020 AOL* of ($4.6) million, driven by improved contribution margin* and operating expenses during the period. Q1 fiscal 2021 AOL* was driven by Music Operations Adjusted Operating Income* of $1.1 million and Corporate loss of ($1.2) million. Capital expenditures for Q1 fiscal 2021 totaled approximately $0.8 million, which were largely driven by capitalized software costs associated with development of our integrated music player and PPV services in Q1 fiscal 2021. At June 30, 2020, LiveXLive had approximately $17.1 million in cash and cash equivalents, which includes restricted cash of $6.7 million. About LiveXLive Media Headquartered in West Hollywood, CA, LiveXLive -- http://www.livexlive.com/-- is a global digital media company focused on live entertainment. The Company operates LiveXLive, a live music video streaming platform; and Slacker Radio, a streaming music pioneer; and also produces original music-related content. LiveXLive is at 'live social music network', delivering premium livestreams, digital audio and on-demand music experiences from the world's top music festivals and concerts, including Rock in Rio, EDC Las Vegas, Hangout Music Festival, and many more. LiveXLive also gives audiences access to premium original content, artist exclusives and industry interviews. Through its owned and operated Internet radio service, Slacker Radio (www.slacker.com), LiveXLive delivers its users access to millions of songs and hundreds of expert-curated stations. LiveXLive reported a net loss of $38.93 million for the year ended March 31, 2020, compared to a net loss of $37.76 million for the year ended March 31, 2019. As of March 31, 2020, the Company had $54.12 million in total assets, $61.25 million in total liabilities, and a total stockholders' deficit of $7.13 million. BDO USA, LLP, in Los Angeles, California, the Company's auditor since 2018, issued a "going concern" qualification in its report dated June 26, 2020, citing that the Company has suffered recurring losses from operations, negative cash flows from operating activities and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. In addition, the COVID-19 pandemic could have a material adverse impact on the Company's results of operations, cash flows and liquidity. LUCKY BRAND: Court Approves $15.6M DIP Loan ------------------------------------------- Jeff Montgomery, writing for Law360 reports that then newly bankrupt apparel retail chain Lucky Brand Dungarees LLC secured approval Monday for a $15.6 million debtor-in-possession loan, after pandemic-driven store shutdowns pushed the company into Chapter 11 in Delaware on Friday with $182 million in secured debt. U.S. Bankruptcy Judge Christopher S. Sontchi approved the bankruptcy financing DIP loan during the chain's initial hearing on its filing and plan to sell the business, either through a bidder-to-beat stalking horse sale or through an intellectual property sale and liquidation. The company's initial sale option relies on a $192 million bid from a stalking horse venture led by SPARC Group LLC, an apparel company operating under the Aeropostale and Nautica brands. SPARC is in turn owned by Authentic Brands Group LLC as well as Simon Property Group, a Lucky landlord and one of its largest unsecured creditors. Judge Sontchi approved the DIP terms after rejecting objections from Sri Lanka-based supplier Hirdaramani International Exports (Pvt.) Ltd., owed $5.9 million and ranked as Lucky Brand's second-largest unsecured creditor. Hirdaramani argued that insiders were significant parties in the debtor's plan, and said unsecured creditors would be better off under a case alternative calling for an intellectual property sale and asset liquidation. "This case is not required to be run, nor will it be, for the benefit of one constituency. General unsecured trade vendors are one piece," Judge Sontchi said, adding that he did not see any of the provisions of the DIP loan as "alarming." Lucky Brand designs, markets, sells, distributes and licenses fashion apparel, operating 112 specialty stores and 98 outlets in North America. Much of the 30-year-old fashion venture's equity and a share of its secured debt is held by interests of private equity investment firm Leonard Green & Partners LP. Mark A. Renzi, managing director of Berkeley Research Group LLC and Lucky's chief restructuring officer, said in a case-opening declaration that the business had been struggling with a heavy debt load and exploring restructuring options prior to companywide shutdowns prompted by the COVID-19 emergency. Despite support from lenders and other stakeholders, "the company's restructuring efforts were derailed by a combination of the economic impact of the global COVID-19 pandemic, which resulted in extended closures of its retail stores, and limited liquidity, which diminished access to new inventory from its vendors," Renzi said. The company's current capital and debt structure includes $49.3 million owed under a first lien term loan and $61.3 million revolving credit agreement held by Wells Fargo Bank NA and Gordon Brothers Finance Co. LLC. Also owed is $45.58 million under a second lien term loan held by affiliates of Lantern Capital Partners and Hilco Merchant Resources LLC and $16.8 million due under a second lien term loan administered by an affiliate of Leonard Green. SPARC's stalking horse bid includes $141.1 million in cash, a $51.5 million credit bid, or debt takeback, and other unspecified consideration. ABG, described as a brand development, marketing and entertainment company, will pay for and acquire some Lucky assets under the SPARC offer, as will a group of second lien lenders and lenders, who also agreed to supply the $15.6 million DIP loan. Critical to the case was a first lien lender group's agreement to the use of debtor cash reserved as first lien loan collateral cash to pay for some of the company's needs during the case, according to Ted A. Dillman of Latham & Watkins LLP, counsel to Lucky Brand and its four affiliates. "One thing that is important to understand from the get-go is that the cash collateral usage and junior DIP financing are part of a package deal," Dillman said. Payouts from the collateral, he said, "are conditioned on the DIP lenders putting in money behind them" under terms that make the DIP loan junior to the first lien lender claims but senior to the second lien lender claims. Also a part of the deal, Dillman said, was a lender agreement to set aside sale proceeds sufficient to wind down the remaining estate and close the case. As a fallback, the company has proposed a sale of intellectual property to ABG that would provide Lucky with $90 million. The buyer also would have an option to acquire inventory associated with Lucky's e-commerce and wholesale business, accounts receivable and other remaining assets. Renzi said the stalking horse offer "preserves much of the company's business as a going concern," including much or all of its present retail footprint and the employment of many of the 2,700 of its more than 3,000 workers temporarily furloughed when mass store closings began in March. Lucky's six largest unsecured creditors are owed about $40.5 million. The top group is led by Anguilla-based merchandise supplier Red & Blue International Ltd., owed $13.5 million, and includes landlord Simon Property Group, owed $4.6 million. "Although some of the stalking horse parties have prepetition connections to the debtors, the approval and negotiation of the stalking horse bid and the stalking horse purchase agreement was within the sole authority" of the special committee and independent director named to investigate the transactions, the company said in its initial declaration. Private equity firm Leonard Green acquired the Lucky Brand business from Kate Spade & Co. in 2014, with the company refinancing its debt in 2015, 2016 and late 2019. Hirdaramani International Exports (Pvt.) Ltd. is represented by Victor A. Sahn and Mark S. Horoupian of SulmeyerKupetz PC. About Lucky Brand Founded in Los Angeles, California in 1990, Lucky Brand Dungarees, LLC -- https://www.luckybrand.com/ -- is an apparel lifestyle brand that designs, markets, sells, distributes, and licenses a collection of contemporary premium fashion apparel under the "Lucky Brand" name. Lucky Brand and four of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Tex. Lead Case No. 20-11768) on July 3, 2020. The petitions were signed by Christopher Cansiani, chief financial officer. The Hon. Christopher S. Sontch presides over the cases. The Debtors were estimated to have assets of $100 million to $500 million and liabilities of $100 million to $500 million. Michael R. Nestor, Kara Hammond, Andrew L. Magaziner and Joseph M. Mulvihill of Young Conaway Stargatt & Taylor LLP and George A. Davis, Ted A. Dillman and Lisa K. Lansio of Latham & Watkins LLP are serving as counsel to the Debtors. Berkeley Research Group, LLC, is the restructuring advisor; and Houlihan Lokey Capital, Inc., is the investment banker. Epiq Corporate Restructuring, LLC, is the claims and noticing agent. LUXURY DINING: Files for Bankruptcy Protection ---------------------------------------------- Steven Church, writing for Bloomberg News, reports that Luxury Dining Group, owner of the Fig & Olive chain of high-end restaurants, filed for bankruptcy protection, blaming employee lawsuits and the pandemic. Majority owner Guillaume Fonkenell will work with company managers to decide which of the nine restaurants are still viable and could eventually turn a profit, according to court papers filed in New York on Friday. The company faces lawsuits related to a Salmonella outbreak that hit its Washington and Melrose Place locations. The Chapter 11 cases "were precipitated by certain accumulated losses and a series of employment related litigations, with their situation exacerbated by the COVID-19-19 crisis, forcing each of the restaurants to temporarily close," the company said in court papers. Restaurants across the globe face a reckoning -- sales have plunged while rental costs remain a huge drain. Even before the pandemic crisis upended consumer behavior, the industry was suffering from bloated balance sheets and too much competition. According to consulting firm Aaron Allen & Associates, 10% of all restaurants will disappear and at least 20% will go through a restructuring process. With time and continued funding from Fonkenell, Fig & Olive can reorganize successfully, Luxury Dining Group said. The company has laid off more than 700 workers and currently has only 34 employees. Fonkenell has agreed to loan the company enough money to help pay for the reorganization, according to court papers. "We are evaluating each of the operations on a case by case basis and working with our landlords to preserve as many locations as possible," the company said in a statement. About Luxury Dining Group Luxury Dining Group is the owner of the Fig & Olive chain of high-end restaurants with sites in New York, Washington, D.C., and Los Angeles. Guillaume Fonkenell is the majority owner. Luxury Dining Group and 10 affiliates sought Chapter 11 protection on July 3, 2020. The first filed case is In re F&O Scarsdale LLC (Bankr. S.D.N.Y. Lead Case No. 20-22808). The Hon. Sean H. Lane is the case judge. DAVIDOFF HUTCHER & CITRON LLP, led by Robert L. Rattet, is the Debtors' counsel. MAINES PAPER: Wants Plan Confirmation Hearing Set to Sept. 3 ------------------------------------------------------------ Maines Paper & Food Service, Inc. and its affiliates move the U.S. Bankruptcy Court for the District of Delaware for the entry of an order approving the adequacy of the Disclosure Statement and scheduling a hearing to confirm the Debtors' Joint Plan of Liquidation. The information contained in the Disclosure Statement constitutes the pertinent information necessary for holders of claims to make an informed decision about whether to vote to accept or reject the Plan. The Debtors submit that the Disclosure Statement contains adequate information as defined by the Bankruptcy Code and interpreted in relevant case law. The Debtors request that the Court schedule * a hearing to consider confirmation of the Plan on or about Sept. 3, 2020. * Aug. 27, 2020, at 4:00 p.m., as the deadline for filing and serving objections to the confirmation of the Plan. A full-text copy of the disclosure motion dated July 2, 2020, is available at https://tinyurl.com/y8dct9qv from PacerMonitor at no charge. Proposed Counsel to the Debtors: PACHULSKI STANG ZIEHL & JONES LLP Laura Davis Jones David M. Bertenthal Timothy P. Cairns 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware 19899 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 E-mail: ljones@pszjlaw.com dbertenthal@pszjlaw.com tcairns@pszjlaw.com About Maines Paper & Food Maines Paper & Food Service, Inc. -- http://www.maines.net/-- is an independent foodservice distributor based in Conklin, N.Y. It distributes meat, fruits, vegetables, dairies, beverages and seafood. The company's customers include restaurants, convenience stores, delis, bars, pizzerias, educational institutions, healthcare facilities, cruise lines, concessionaires and camps. Maines Paper & Food Service and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11502) on June 10, 2020. In the petition signed by CRO John C. DiDonato, the Debtors were estimated to have $1 million to $10 million in assets and $100 million to $500 million in liabilities. Debtors have tapped Pachulsi Stang Ziehl & Jones, and Klehr Harrison Harvey Branzburg, LLP as legal counsel; Huron Consulting Services, LLC as restructuring advisor; and Getzler Henrich & Associates, LLC as financial advisor. Stretto is the claims and noticing agent. MARTIN MIDSTREAM: 92.1% of 7.25% Unsecured Notes Validly Tendered ----------------------------------------------------------------- Martin Midstream Partners L.P. reports the expiration at 5:00 p.m., New York City time, on Aug. 7, 2020 of its and its subsidiary, Martin Midstream Finance Corp.'s previously announced (1) offer to exchange any and all of the Issuers' outstanding 7.25% senior unsecured notes due 2021 held by Eligible Holders of record for a combination of cash, 11.50% Senior Secured Second Lien Notes due 2025, and rights to acquire 10.00% Senior Secured 1.5 Lien Notes due 2024, upon the terms and subject to the conditions set forth in the confidential Exchange Offer Memorandum, Consent Solicitation, Rights Offering, and Disclosure Statement Soliciting Acceptances of a Prepackaged Plan of Reorganization, dated July 9, 2020, and (2) offer to purchase for cash any and all of the Existing Notes held by Other Holders, on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated July 9, 2020, and the consent solicitations related to the adoption of proposed amendments to the indenture governing the Existing Notes, as described in the Offering Memorandum and the Offer to Purchase. The Proposed Amendments will not be operative until the Exchange Offer and Cash Tender Offer are consummated according to their terms. Any outstanding Existing Notes are subject to the terms of the agreements implementing the Proposed Amendments. As of the Expiration Time, according to Epiq Corporate Restructuring, LLC, the exchange agent for the Exchange Offer and related Consent Solicitation and the depositary and information agent for the Cash Tender Offer and related Consent Solicitation, the aggregate principal amount of Existing Notes validly tendered and not validly withdrawn in the Offers at or prior to the Expiration Time was $335,666,000, or approximately 92.1% of the $364,456,000 of outstanding Existing Notes. Principal Amount Percent Tendered by Tendered by Expiration Expiration Election Option Time Time --------------- ------------ ------------ Exchange Offer Option 1 – $1,427,000 0.4% Cash Election Exchange Offer Option 2 – $34,589,000 9.5% Exchange Notes Election Exchange Offer Option 3 – $298,425,000 81.9% New Notes and Exchange Notes Election Cash Tender Offer $1,225,000 0.3% ------------ ------- Total $335,666,000 92.1% The required amount of consenting supporting senior noteholders of the Existing Notes party to the Restructuring Support Agreement, dated as of June 25, 2020, agreed to reduce the minimum participation condition under the RSA to at least 92% in aggregate principal amount of the Existing Notes as of the Expiration Time. The minimum participation condition has been satisfied, and the Partnership expects to accept all tendered Existing Notes, subject to satisfaction of the conditions set forth in the Offering Memorandum and the Offer to Purchase, and expects to pay the applicable consideration with respect to such Existing Notes on Aug. 12, 2020. Exchange Offer Pursuant to the terms of the Exchange Offer, Eligible Holders who validly tendered and did not validly withdraw their Existing Notes and their consents on or prior to 5:00 p.m., New York City time, on July 23, 2020 will receive total consideration for each $1,000 in principal amount of Existing Notes tendered of either (1) $650 in cash ("Option 1"), (2) $1,000 in principal amount of Exchange Notes ("Option 2"), or (3) (a) the right to acquire an Eligible Holder's pro rata share of $50.0 million of New Notes, the proceeds of which will be used to fund the cash portion of the Exchange Offer and the Cash Tender Offer, to purchase Existing Notes on a pro rata basis from Eligible Holders that participate in the Rights Offering with Excess Proceeds, if any, and any remaining proceeds will be used for general partnership purposes and (b) $1,000 in principal amount of Exchange Notes for such Eligible Holder's Existing Notes remaining after application of the Excess Proceeds ("Option 3"), at the option of each Eligible Holder that elects to participate in the Exchange Offer, subject to adjustments as described in the Offering Memorandum. Eligible Holders who validly tendered their Existing Notes after the Early Participation Date but at or prior to the Expiration Time will receive exchange consideration for each $1,000 in principal amount of Existing Notes tendered of either (i) $600 cash or (ii) $950 principal amount of Exchange Notes. Because the amount of cash consideration required to be paid pursuant to the cash portion of the Exchange Offer and the Cash Tender Offer is less than $50.0 million, the Partnership will first purchase Existing Notes from each Eligible Holder electing Option 3, on a pro rata basis based upon such Eligible Holder's participation in the Rights Offering relative to all Eligible Holders who participated in the Rights Offering, with Excess Proceeds at a purchase price equal to $1,000 per Existing Note, and the balance of Existing Notes each such Eligible Holder tendered that were not accepted for purchase for cash will be exchanged into Exchange Notes as if such Eligible Holder had made an election pursuant to Option 2 with respect to such balance of Existing Notes. "Excess Proceeds" will be an amount equal to (i) the difference between $50.0 million and the Total Cash Consideration multiplied by (ii) 0.85. Upon the terms and subject to the conditions set forth in the Exchange Offer Documents, the Partnership expects that it will (1) pay approximately $41,966,510 in cash, (2) issue approximately $291,969,885 aggregate principal amount of Exchange Notes and (3) pursuant to the Rights Offering, issue approximately $53,750,000 aggregate principal amount of New Notes, which amount includes the $3.75 million backstop fee, in consideration for the Existing Notes expected to be accepted in the Exchange Offer. Eligible Holders of Existing Notes accepted for exchange will also receive accrued and unpaid interest from and including Feb. 15, 2020 until the Settlement Date. The Exchange Offer and Rights Offering were made, and the applicable exchange consideration was offered and will be issued, only to holders (1) who are (x) "qualified institutional buyers", as defined in Rule 144A under the Securities Act of 1933, as amended, or (y) institutional "accredited investors" as defined in Rule 501(a)(1), (2), (3), and (7) of Regulation D of the Securities Act, in each case, in a private transaction in reliance upon an applicable exemption from the registration requirements of the Securities Act, such as those provided by Section 4(a)(2) and/or Regulation D, and (2) outside the United States, who are not "U.S. persons", as defined in Regulation S under the Securities Act, in offshore transactions in reliance upon an applicable exemption from the registration requirements of the Securities Act, such as that provided by Regulation S. Only Eligible Holders are authorized to receive the Offering Memorandum and to participate in the Exchange Offer and Rights Offering. The Exchange Offer is made only by, and pursuant to, the terms set forth in the Offering Memorandum. If and when issued, the Exchange Notes and the New Notes will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction. Therefore, the Exchange Notes and the New Notes may not be offered or sold in the United States or to or for the account or benefit of any U.S. persons except pursuant to an offering or sale registered under, an exemption from or in a transaction not subject to the registration requirements of the Securities Act and any applicable state securities laws. Cash Tender Offer Pursuant to the terms of the Cash Tender Offer, the consideration for each $1,000 principal amount of the Existing Notes validly tendered by Other Holders after the Early Participation Date and accepted by the Issuers for purchase pursuant to the Cash Tender Offer is $600. Other Holders who validly tendered and did not validly withdraw their Existing Notes and their consents on or prior to the Early Participation Date will receive total consideration of $650 for each $1,000 principal amount of the Existing Notes validly tendered and accepted by the Issuers for purchase pursuant to the Cash Tender Offer. Upon the terms and subject to the conditions set forth in the Cash Tender Offer Documents, the Partnership expects that it will pay approximately $791,250 in cash, as consideration for the Existing Notes expected to be accepted in the Cash Tender Offer. Each Other Holder will also receive accrued and unpaid interest on its Existing Notes from Feb. 15, 2020 up to, but not including, the Settlement Date for all of its Existing Notes validly tendered and accepted by the Issuers for purchase pursuant to the Cash Tender Offer. Holders of Existing Notes that are not QIBs, not Institutional Accredited Investors and not Non-U.S. Persons are eligible to participate in the Cash Tender Offer. Eligible Holders are not Other Holders, and therefore not eligible to participate in the Cash Tender Offer. The Cash Tender Offer is made only by, and pursuant to, the terms set forth in the Offer to Purchase. About Martin Midstream Martin Midstream Partners L.P. is a publicly traded limited partnership with a diverse set of operations focused primarily in the United States Gulf Coast region. The Partnership's primary business lines include: (1) terminalling, processing, storage, and packaging services for petroleum products and by-products; (2) land and marine transportation services for petroleum products and by-products, chemicals, and specialty products; (3) sulfur and sulfur-based products processing, manufacturing, marketing and distribution; and (4) natural gas liquids marketing, distribution and transportation services. Martin Midstream reported a net loss of $174.95 million for the year ended Dec. 31, 2019, compared to net income of $55.66 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $616.98 million in total assets, $650.78 million in total liabilities, and a total partners' deficit of $33.81 million. As of March 31, 2020, the Company had $612.20 million in total assets, $641.70 million in total liabilities, and a total partners' capital of $29.50 million. * * * In March 2020, Moody's Investors Service downgraded Martin Midstream Partners L.P.'s Corporate Family Rating to Caa3 from B3. "MMLP's rating downgrade reflect increased debt refinancing risks and elevated risk of default, including from a distressed exchange," said Jonathan Teitel, Moody's Analyst. S&P Global Ratings lowered its issuer credit rating on Martin Midstream Partners L.P. (Martin) to 'CCC-' from 'B-' as the company faces large upcoming debt maturities of about $575 million in the next 12 months, as reported by the TCR on March 25, 2020. MCCLATCHY CO: $312M Sale of All Assets to SIJ Holdings Approved --------------------------------------------------------------- Judge Michael E. Wiles of the U.S. Bankruptcy Court for the Southern District of New York authorized The McClatchy Co. and its debtor-affiliates to sell substantially all assets to SIJ Holdings, LLC. In consideration for the Acquired Assets, the Purchaser will, in addition to the assumption of the Assumed Liabilities, (i) Credit Bid and release each Seller from the corresponding portion of the First Lien Notes Claims, in an amount equal to $262,851,000, pursuant to a release letter, in form and substance reasonably acceptable to the Sellers and the Purchaser and (ii) pay an amount equal to $49,152,903 to the Parent, as agent for each Seller (and each Seller hereby appoints Parent as its agent for this purpose). The Sale Hearing was held on Aug. 4, 2020. On July 10, 2020, the Debtors held the Auction pursuant to the Bidding Procedures approved on May 11, 2020. Pursuant to Bankruptcy Code sections 105, 363, 364, 365 and 503 and the Acquisition Agreement, the Credit Bid, the Framework Agreement,4 the New Facilities, and the Sale Transaction are approved. The Debtors are authorized to enter into and perform under the Acquisition Agreement and the other Ancillary Documents, in each case subject to the terms of the Global Settlement. The Debtors and each other party to the Ancillary Documents, including the Escrow Agreements, are authorized and directed to perform each of their covenants and undertakings as provided in the Acquisition Agreement and the Ancillary Documents, including the Escrow Agreements, prior to or after the Closing Date without further order of the Court. The Purchaser will have assumed the Assigned Contracts, and the assignment by the Debtors of such Assigned Contracts will not be a default thereunder. The Debtors' assumption of the Assigned Contracts is subject to the consummation of the Sale Transaction. By agreement of the parties, following the Closing, the Acquired Assets will be subject in all respects to the liens securing the New Facilities, to the extent provided by the documents governing the New Facilities. On the Closing Date, the Purchaser, from the Cash Payment portion of the Purchase Price, on behalf of the Debtors, shall: (a) pay to the First Lien Notes Trustee cash in an amount equal to all accrued and unpaid interest due under the First Lien Notes Indenture through the Closing Date, and the First Lien Notes Trustee will distribute such cash amount consistent with the First Lien Notes Indenture to the holders of the First Lien Notes as of the Closing Date in accordance with the practices and procedures of the Depository Trust Company; and (b) pay to the First Lien AP Professionals the First Lien AP Professionals Fees and Expenses that are accrued and unpaid as of the Closing Date. Each Debtor will use any payments or reimbursements received by such Debtor pursuant to the Acquisition Agreement and any Excluded Assets of such Debtor to pay any Excluded Liabilities of such Debtor. The Cash Remainder will only be used to pay expenses of a Debtor other than the Parent to the extent the Excluded Liabilities of such Debtor exceed the sum of (i) the amount of such payments received by such Debtor pursuant to the Acquisition Agreement, (ii) the amount of such reimbursements received by such Debtor pursuant to the Acquisition Agreement, and (iii) the Excluded Assets of such Debtor. For the avoidance of doubt, the Acquisition Agreement provides for the assumption by the Purchaser of all collective bargaining agreements to which the Debtors are a party. The 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 Court expressly finds there is no reason for delay in the implementation of the Order and, accordingly: (a) the terms of the Order will be immediately effective and enforceable upon its entry; (b) the Debtors are not subject to any stay of the Order or in the implementation, enforcement, or realization of the relief granted in the Order; and (c) the Debtors may, in their discretion and without further delay, take any action and perform any act authorized under the Order. Notwithstanding anything to the contrary in the Motion, the APA, or any list of Assigned Contracts or Cure Notice, or the Order, the Triple Net Lease by and between SCF - 2100 Q Street Owner, LLC, 2100 Q Street TIC 1 Owner, LLC, 2100 Q Street TIC 2 Owner, LLC, and 2100 Q Street TIC IV Owner, LLC ("Landlord") and The McClatchy Co. ("Tenant") for certain premises located at 2100 Q Street, Sacramento, California 95816 will not be assumed and assigned to the Purchaser unless and until the Landlord and the Tenant enter into a new and/or amended lease in form and substance acceptable to Landlord, Tenant, and OWS CF V SPV, LLC. The portion of the claims of the Local Texas Tax Authorities (Harris County and Tarrant County) which are not Permitted Pre-Closing Encumbrances to be paid by the Purchaser, will be afforded adequate protection by the following: From the proceeds of the sale of any of the Debtors' assets located within their jurisdictions and funded from the Cash Remainder, the amount of $36,321 will be placed in a segregated account as adequate protection for the secured claims of the Local Texas Tax Authorities. The liens of the Local Texas Tax Authorities will attach to these proceeds. Furthermore, the claims and liens of the Local Texas Tax Authorities will remain subject to any objections any party would otherwise be entitled to raise as to the priority, validity or extent of such liens. These funds may be distributed only upon agreement between the Local Texas Tax Authorities and the debtors, or by subsequent order of the Court, duly noticed to the Local Texas Tax Authorities. A copy of the Stipulation is available at https://tinyurl.com/y6lcmrny from PacerMonitor.com free of charge. About The McClatchy Company The McClatchy Co. (OTC-MNIQQ) -- https://www.mcclatchy.com/ -- operates 30 media companies in 14 states, providing each of its communities local journalism in the public interest and advertising services in a wide array of digital and print formats. McClatchy publishes iconic local brands including the Miami Herald, The Kansas City Star, The Sacramento Bee, The Charlotte Observer, The (Raleigh) News & Observer, and the Fort Worth Star-Telegram. McClatchy is headquartered in Sacramento, Calif., and listed on the New York Stock Exchange American under the symbol MNI. On Feb. 13, 2020, The McClatchy Company and 53 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-10418) with a Plan of Reorganization that will cut $700 million of funded debt in half. McClatchy was estimated to have $500 million to $1 billion in assets and debt of at least $1 billion as of the bankruptcy filing. The cases are pending before the Honorable Michael E. Wiles. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as general bankruptcy counsel; Togut, Segal & Segal LLP as co-bankruptcy counsel with Skadden; Groom Law Group as special counsel; FTI Consulting, Inc. as financial advisor; and Evercore Inc. as investment banker. Kurtzman Carson Consultants LLC is the claims agent. MEDCOAST MEDSERVICE: IRS Objects to Disclosure Statement -------------------------------------------------------- The United States Of America, on behalf of its agency, the Internal Revenue Service, opposes the debtor MedCoast Medservices, Inc.'s Disclosure Statement Describing Reorganization Plan. The United States complains that the Disclosure Statement and Plan fail to provide adequate information regarding the Debtor emerging as a Reorganized Debtor. The United States asserts that the Disclosure Statement and Plan fail to provide sufficient information regarding the Effective Date of the Plan. The United States points out that the Disclosure Statement and Chapter 11 Plan fail to properly treat the IRS's Secured Claim. According to the United States, the Disclosure Statement and Plan fails to provide adequate information regarding the administrative tax claims of the United States. The United States complains that the Disclosure Statement and Plan fail to provide adequate information regarding the tax consequences of the Reorganized Debtor. About MedCoast Medservice MedCoast Medservice Inc. -- https://www.medcoastambulance.com/ -- provides emergency and non-emergency transportation to all of Los Angeles, Orange County and South Bay areas. MedCoast Medservice is a corporation whose primary business concerns the transport of individuals (patients) to and from their homes or places of need to hospitals, physicians, and/or health care providers. It operates from a rented facility located at 14325 Iseli Road, Santa Fe Springs, Calif. MedCoast Medservice filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-19334) on Aug. 9, 2019. In the petition signed by Artina Safarian, its president, the Debtor disclosed assets at $952,016 and liabilities at $2,615,768, of which approximately $1,303,754 is owed for payroll taxes to the Internal Revenue Service. Judge Sheri Bluebond is the case judge. Debtor tapped Henry D. Paloci III PA as its legal counsel, and Riley Akopians & MSA CPAS, LLP as its accountant. David Gottlieb was appointed as Debtor's Chapter 11 trustee. The trustee tapped Levene, Neale, Bender, Yoo & Brill L.L.P. as his bankruptcy counsel and Sherwood Partners, Inc. as his financial advisor. MEDCOAST MEDSERVICE: Trustee Questions Winn Plan ------------------------------------------------ David K. Gottlieb, the chapter 11 trustee for the bankruptcy estate of MedCoast Medservice Inc., reacted to the Disclosure Statement describing the Plan of Reorganization jointly proposed by MedCoast Medservice Inc., the chapter 11 debtor, Michael Winn, as Trustee of Winn Revocable Trust, and CNG Transportation LLC. The Trustee points out that the subject to the various changes to the Plan being made, the basic Plan construct is confirmable and viable if Summit Bridge does not have an allowed secured claim against the estate In order for the Plan to be confirmable, Summit Bridge's alleged secured claim must either be disallowed in its entirety or characterized as a general unsecured claim. Otherwise, the Plan as proposed is not confirmable. The Trustee asserts that the Plan Proponents must accurately value their "bid". The Trustee believes that the Plan proponents' valuation of their "bid" is overstated in multiple respects: First, Winn appears only to have an allowed secured claim in the amount of $500,000, not the approximate $631,000 asserted in the Plan. The Trustee complains that the Plan must contain a credible overbidding process. A credible, open, and fair overbidding process must be established, and, specifically, a data room must be created that identifies all of the assets the Debtor owns/leases and uses for its business and all of the assets the Debtor does not own/lease but still uses for its business and whether those assets are available to overbidders. Without such information, the Trustee does not believe a fair and complete auction process could ever occur. The Trustee submits the following additional potential concerns in connection with the Plan and Disclosure Statement: the Plan provides for the retention/transfer of avoidance actions by/to the Trustee but does not address how the Trustee and his professionals would be compensated for investigating and bringing any avoidance actions. The Plan provides a deadline for the Trustee to bring avoidance actions. The Trustee reserves the right to object to the Plan's proposed deadline to bring avoidance actions and questions whether any artificial deadline, rather than the regular statutory ones, are appropriate. Attorneys for David K. Gottlieb, Chapter 11 Trustee for the Bankruptcy Estate of MedCoast Medservice Inc.: Ron Bender Krikor J. Meshefejian LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, California 90067 Telephone: (310) 229-1234; Facsimile: (310) 229-1244 E-mail: RB@LNBYB.COM KJM@LNBYB.COM About MedCoast Medservice MedCoast Medservice Inc. -- https://www.medcoastambulance.com/ -- provides emergency and non-emergency transportation to all of Los Angeles, Orange County and South Bay areas. MedCoast Medservice is a corporation whose primary business concerns the transport of individuals (patients) to and from their homes or places of need to hospitals, physicians, and/or health care providers. It operates from a rented facility located at 14325 Iseli Road, Santa Fe Springs, Calif. MedCoast Medservice filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-19334) on Aug. 9, 2019. In the petition signed by Artina Safarian, its president, the Debtor disclosed assets at $952,016 and liabilities at $2,615,768, of which approximately $1,303,754 is owed for payroll taxes to the Internal Revenue Service. Judge Sheri Bluebond is the case judge. The Debtor tapped Henry D. Paloci III PA as its legal counsel, and Riley Akopians & MSA CPAS, LLP as its accountant. David Gottlieb was appointed as Debtor's Chapter 11 trustee. The trustee tapped Levene, Neale, Bender, Yoo & Brill L.L.P. as his bankruptcy counsel and Sherwood Partners, Inc. as his financial advisor. MELINTA THERAPEUTICS: Judge Finds No Vote Fraud in Its Ch. 11 Plan ------------------------------------------------------------------ Law360 reports that bankruptcy judge finds no fraud in the Ch. 11 plan vote of Melinta Therapeutics. Emphasizing that she found no fraud in vote-handling or counts prior to confirmation of antibiotic developer Melinta Therapeutics' Chapter 11 reorganization in April, a bankruptcy judge in Delaware declined to reconsider a recent denial of stockholder requests to revoke the plan. U.S. Bankruptcy Judge Laurie Selber Silverstein noted her decision after listening at length to requests from former Melinta stockholder Lin Luo for a clarification of the court's ruling on voting eligibility and tabulations for the company's plan, built largely on a $140 million debt for equity swap with the company's top creditor. About Melinta Therapeutics Melinta Therapeutics, Inc. (NASDAQ: MLNT) --http://www.melinta.com/ -- is the largest pure-play antibiotics company, dedicated to saving lives threatened by the global public health crisis of bacterial infections through the development and commercialization of novel antibiotics that provide new therapeutic solutions. Its four marketed products include Baxdela(delafloxacin), Vabomere(meropenem and vaborbactam), Orbactiv(oritavancin), and Minocin (minocycline) for Injection. This portfolio provides Melinta with the unique ability to provide providers and patients with a range of solutions that can meet the tremendous need for novel antibiotics treating serious infections. Melinta Therapeutics, Inc., and its subsidiaries sought Chapter 11 protection (D. Del. Lead Case No. 19-12748) on Dec. 27, 2019, after reaching a deal with lenders on a Chapter 11 plan that would convert debt to equity. Melinta Therapeutics disclosed $228,491,000 in assets and $289,022,000 in liabilities as of Sept. 30, 2019. The Hon. Laurie Selber Silverstein is the presiding judge. Melinta tapped Skadden, Arps, Slate, Meagher & Flom LLP as bankruptcy counsel. Cole Scholtz LLP is co-counsel. Jefferies,LLC, is the investment banker; and Portage Point Partners, LLC, is the financial advisor. Kurtzman Carson Consultants LLC is the claims agent, maintaining the page http://www.kccllc.net/melinta The Supporting Lenders are advised by Sullivan & Cromwell LLP, Houlihan Lokey and Landis Rath & Cobb LLP. MEMPHIS SPINE: Court Confirms Reorganization Plan ------------------------------------------------- Upon opportunity for hearing and offer of proof by Memphis Spine and Rehab Center, PLLC, the Court on June 25, 2020 confirmed the Amended Chapter 11 Plan of Reorganization of Memphis Spine and Rehab Center, PLLC filed on January 22, 2020. The Chapter 11 Plan has been accepted by Class II A which was an impaired class in dollar amount and number of claims pursuant to 11 U.S.C. Section 1129(a)(8). Objections by United States on behalf of Internal Revenue and MHFY, LLC have been resolved by orders previously entered by Court as stated above. The Motion to Dismiss by United States Trustee has been resolved by entry of order as stated above. Announcement has been made to Court of withdrawal of all objections and motions by Rock Wooster. Attorney for the Debtor: Toni Campbell Parker P.O. Box 240666 Memphis, TN 38214-0666 Tel: 901-683-0099 About Memphis Spine and Rehab Center Memphis Spine and Rehab Center, PLLC -- http://www.thememphisspine.com/-- is a healthcare company in Germantown, Tenn., that provides a variety of services including physical therapy, massage therapy, chiropractic care, nutritional guidance, respiratory therapy and primary care. It serves the residents of Cordova, Memphis, Germantown, Collerville, Bartlett, Lakeland and East Memphis. Memphis Spine and Rehab Center sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 18-28084) on Sept. 27, 2018. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of $1 million to $10 million. The case has been assigned to Judge George W. Emerson Jr. The Debtor hired the Law Office of Toni Campbell Parker as its legal counsel. MEYZEN FAMILY: Trustee Sets Bidding Procedures for All Assets ------------------------------------------------------------- Fred Stevens, Chapter 11 Trustee for Meyzen Family Realty Associates, LLC (MFRA") and La Cremaillere Restaurant Corp., asks the U.S. Bankruptcy Court for the Southern District of New York to authorize the bidding procedures in connection with the sale of all or substantially all assets to La Cremaillere II, LLC for $1.5 million, pursuant to their Agreement of Purchase and Sale, dated June 23, 2020, subject to overbid. The Trustee is proposing to sell the Debtors' real property located at 46 Bedford Banksville Road, Bedford, New York 10506-2218 (Section 102.4, Block 1, Lot 5) ("Premises") and personal property located thereon. The Premises is owned by Debtor MFRA and is occupied by Debtor La Cremaillere, which owns and previously operated the restaurant "La Cremaillere" on the Premises. Debtor La Cremaillere owns certain equipment and personal property located on the Premises that was utilized by the Restaurant in its operations. The Personal Property excludes a majority of La Cremaillere's valuable wine collection, which has already been sold by the Trustee through his brokers and agents Zachys Wine Auctions, Inc. and WineBid. The Trustee has raised approximately $280,000, some of which remains subject to remittance pursuant to the agreements with the auctioneers. The Trustee operated the Restaurant up until Feb. 16, 2020. The Restaurant has remained closed since that time and the Trustee does not intend to reopen or operate it prior to the sale. The Premises is subject to a first mortgage held by Celtic Bank Corp. with an outstanding principal balance as of the MFRA Petition Date of approximately $1,376,407 (Claim No. 4-1), as well as a second mortgage held by L&J Smith Investments, LP with an outstanding principal balance as of the MFRA Petition Date of approximately $225,564 (Claim No. 3-1). Celtic Bank has made a number of advances since the MFRA Petition Date for insurance that had lapsed prior to the Trustee's appointment, property taxes, and attorneys' fees. Also, the Trustee has not made any adequate protection payments to Celtic Bank since the date of his appointment. Accordingly, it is estimated that Celtic Bank's claim exceeds $1.5 million as of the date of the Motion. In addition, the Internal Revenue Service has asserted a claim against MFRA in the amount of $7,106 (Claim No. 2-1), and The New York State Department of Taxation and Finance has asserted (i) a claim in the amount of $1,191 (Claim No. 1-2 (amended)), of which $1,088 is secured, $102 is priority unsecured, and $1.50 is general unsecured, and (ii) a claim seeking an administrative expense of $50 (Claim No. 5-1). With respect to La Cremaillere, the Internal Revenue Service has asserted a claim in the amount of $428,259 (Claim No. 2-3 (amended)), of which $159,260 is secured, $207,325 is priority unsecured, and $61,674 is general unsecured. The New York State Department of Taxation and Finance has asserted (i) a claim in the amount of $594,279 (Claim No. 1-5 (amended)), of which $472,825 is secured, $105,198 is priority and $16,256 is general unsecured, and (ii) a claim seeking an administrative expense of $119,589 (Claim No. 11-5 (amended)). In addition, the New York State Department of Labor has asserted (i) claims for unpaid unemployment insurance contributions in the secured amount of up to $3,662, plus $409 as general unsecured amounts and $78.92 as post-petition interest (Claim Nos. 12-1 (amended), 13-1) and (ii) a claim in the amount of $43,939 relating to wage liability (Claim No. 15-1). La Cremaillere appears to also have some additional unsecured debt. Since its retention, the Broker has been and will continue to actively market the Restaurant Assets. The Broker's marketing campaign has included (or will include), among other things, targeted direct telephone, email and fax solicitation to potential interested parties and any other party that has expressed an interest in acquiring the Restaurant Assets, the creation of written marketing materials, maintaining and furnishing all written material related to the Real Property so that interested parties can streamline their conduct diligence, and numerous tours and inspections of the Restaurant Assets to prospective acquirers. The Stalking Horse Bidder is willing to expeditiously consummate the transaction set forth in the Stalking Horse PSA providing for the sale of the Restaurant Assets free and clear of all Liens for a purchase price of $1.5 million. The Transaction is subject to higher and better offers pursuant to the Bidding Procedures. As such, the Stalking Horse PSA provides that in the event the Trustee closes on a Competing Transaction or materially and incurably breaches the Stalking Horse PSA, the Stalking Horse Bidder is entitled to an Expense Reimbursement in an amount not to exceed $50,000. The sale will be free and clear of Liens. The closing will take place on a date to be agreed between the Trustee and the Buyer not later than five Business Days from the date that the Sale Order is entered by the Court. The Buyer will be responsible for all Cure Amounts of any Assigned Contracts, which will constitute Assumed Liabilities under the Stalking Horse PSA. If any transfer taxes will become due, at Closing, the Buyer will be responsible for payment of the New York State Real Estate Transfer Tax and any locally imposed transfer tax and all other recording charges and expenses which are required to be paid in order to record the Deed and will deliver a check payable to the order of the appropriate officer in payment thereof. At the Closing, the Trustee will be required to use the proceeds of the Transaction in the first instance to satisfy MFRA's indebtedness to Celtic Bank, less costs of closing and other agreed carve-outs. In the event that higher and better offers are received on the Restaurant Assets to permit recover to junior lienholders, then the Trustee will use the proceeds for that purpose. The proposed form of Sale Order contains a waiver of the stay imposed by Bankruptcy Rule 6004(h). The Trustee submits such relief is appropriate under the circumstances. Consistent with the Stalking Horse PSA, the Trustee is proposing the Bidding Procedures, which are designed to maximize the value of the Restaurant Assets for the Debtors' estates, creditors and other interested parties. The salient terms of the Bidding Procedures are: a. Bid Deadline: Aug. 24, 2020 at 4:00 p.m. (EST) b. Minimum Bid: At a minimum, the Bid must have a Purchase Price that has a monetary value in cash or other cash equivalents equal to or greater than $1.57 million, representing the Stalking Horse Bid Purchase Price ($1.5 million), plus the maximum amount of the Expense Reimbursement ($50,000), plus a minimum overbid of $20,000. Any Bid proposal must provide that any conveyance of the Restaurant Assets will be on an "as is, where is" basis and without representations or warranties of any kind, except any representations and warranties of the Potential Bidder. c. Deposit: 10% of the proposed purchase price d. Auction: If an Auction is conducted, it will take place at the offices of Klestadt Winters Jureller Southard & Stevens, LLP, 200 West 41st Street, 17th Floor, New York, New York 10036, on Aug. 26, 2020, starting at 10:00 a.m. (EST), or at such other date and time or other place, as may be determined by the Trustee at or prior to the Auction. e. Bid Increments: $20,000 f. Sale Hearing: Sept. 2, 2020 at 10:00 a.m. (EST) g. Sale Objection Deadline: Aug. 28, 2020 at 4:00 p.m. (EST) h. Closing: No later than Sept. 18, 2020 The Stalking Horse PSA contemplates that, subject to approval of the Court, certain of the Debtors' executory contracts and unexpired leases in relation to the operation of the Restaurant may be assumed and assigned to the Buyer. At Closing, the Buyer will assume and thereafter in due course perform all of the obligations under the Assigned Contracts, if any. The Trustee proposes to file the Assumption Schedule with the Court not later than Aug. 27, 2020, with notice thereof served upon all counterparties to the proposed Assigned Contracts and the Notice Parties and Scheduled and Filed Creditors. The Assumption Objection Deadline is Sept. 1, 2020. By the Sale Motion, the Trustee asks authority to sell the estates' interest in the Restaurant Assets, free and clear of all Liens pursuant to the Bidding Procedures. Finally, the Trustee respectfully asks that the Court waives the stay requirement under Bankruptcy Rule 6004(h). A copy of the Stalking Horse APA and the Bidding Procedures is available at https://tinyurl.com/yd78chu9 from PacerMonitor.com free of charge. The Purchaser: LA CREMAILLERE II, LLC 9 Benedict Place, 2nd Floor Greenwich, CT 06830 About Meyzen Family Realty Meyzen Family Realty Associates, LLC owns a property located at 46 BedfordBanksville Road, Bedford, N.Y., from which La Cremaillere Restaurant Corp. as lessee operates its business. The company valued the property at $2.8 million. Meyzen sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-23419) on Sept. 13, 2018. La Cremaillere filed Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19-22823) on April 17, 2019. At the time of the filing, Meyzen disclosed $2.8 million in assets and $1.45 million in liabilities. La Cremaillere disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Robert D. Drain oversees the cases. The Debtors tapped Bruce H. Bronson Jr., Esq., at Bronson Law Offices, P.C., as their counsel. MGIC INVESTMENT: S&P Rates $550MM Senior Unsecured Notes 'BB+' -------------------------------------------------------------- S&P Global Ratings said that it assigned its 'BB+' issue-level rating to MGIC Investment Corp.'s (NYSE:MTG; BB+/Negative/--) $550 million senior unsecured notes due 2028. The company intends to use the net proceeds from this offering to finance a tender offer for any or all of the $425 million senior notes due 2023 and to repurchase a portion of the $257 million convertible junior subordinated debentures due 2063, while any remaining proceeds will be used for general corporate purposes. The notes will rank equally in the right of payment to all existing and future senior debt and will be senior to existing and future subordinated indebtedness of the company. On a pro forma basis, as of June 30, 2020, assuming no repurchases of the above-mentioned existing debt, MGIC's financial leverage will increase to about 26% from 16%, and fixed-charge coverage will decline to approximately 6x from 10x. However, for example, if MGIC successfully repurchases half of its senior and convertible junior subordinated debt, its pro forma financial leverage will only increase to 22% from 16% with fixed-charge coverage of about 7x. Prospectively through 2022, S&P expects financial leverage to be about 20%, and fixed charge coverage to improve to above 8x. S&P's view incorporates a higher degree of uncertainty on the earnings, as reflected in its negative outlook on the U.S. mortgage insurance sector and its participants, including MGIC. The recessionary macroeconomic conditions resulting in an elevated level of delinquencies could lead to higher credit losses, which could slow MGIC's expected earnings recovery and improvement in its financial leverage and fixed-charge coverage ratios. MICHAEL F. RUPPE: Selling 2 Wharton Properties for $745K -------------------------------------------------------- Michael F. Ruppe asks the U.S. Bankruptcy Court for the District of New Jersey to authorize the sale of the following real properties located at: (i) 54-56 Fern Ave., Wharton, New Jersey to Gabriel E. Galloza for $365,000; and (ii) 82-84 Pequannock St., Dover, New Jersey to Satya Konkesa for $380,000. The Debtor is the sole owner of the Properties. The Properties are described as follows: i. 54-56 Fern Ave., Wharton, New Jersey: The current owner is the Debtor. The property is a two-family home in average condition with the right unit (54) having above average wear and tear. The 2,682 sq. ft. property consist of four bedrooms and two and a half bathrooms. The property is currently occupied by one tenant. The tenant's rent obligation is $2,000, of which, the tenant is not current on since February 2020. The Buyer will assume the tenant's lease. ii. 82-84 Pequannock St., Dover, New Jersey: The current owner is the Debtor. The 1,931 sq. ft. property is a two-family home with four bedrooms and two bathrooms. The property is currently occupied by tenants. The tenants pay a monthly rent fee of $1,700 (left unit) and $1,900 (right unit). Subject to Court authorization, the Debtor has entered into two separate contracts with the Buyers to sell the Properties. The expected equity received from the sale of 54-56 Fern and 82-84 Pequannock is as follows: (i) 54-56 Fern: $365,000 - $223,954 (mortgage lines) - $21,900 (realtor fee) = $119,146 remaning equity; and (ii) 82-84 Pequannock: $380,000 - $281,460 (mortgage lines) - $22,800 (realtor fee) = $75,740 remaning equity. The Liens that may encumber the Properties include: a. 54-56 Fern Property: (i) any and all unpaid property taxes; (ii) any and all unpaid municipal charges for water and/or sewer; and (iii) mortgage lien held by Wells Fargo Home Mortgage in the amount of $223,954. b. 82-84 Pequannock: (i) any and all unpaid property taxes; (ii) any and all unpaid municipal charges for water and/or sewer; and (iii) mortgage lien held by Bayview Loan Servicing, LLC in the amount of $281,460. The pertinent terms of the Purchase Agreements are: a. 54-56 Fern Property i. Purchase Price: $365,000, Deposit: $6,000 (deposit held by Debtors real estate attorney), Mortgage Contingency: $352,225, Balance due at closing: $6,775 ii. Purchaser: Gabriel E. Galloza iii. Physical Condition of Property: The property is being sold "As Is" - the Seller agrees to maintain the grounds, buildings, and improvements subject to ordinary wear and tear until closing. iv. Inspection: The seller agrees to permit purchaser to inspect the property at any reasonable time prior to closing. v. Ownership: The seller agrees to transfer and the purchaser agrees to accept ownership of the property free of all claims and rights of others except: i) rights of utility companies; and ii) recorded agreements which limit the use of the property. vi. Results of Inspections and Remedies: If the inspections reveals any serious defects and the parties do not agree on what corrective actions or repairs are to be made by the Seller, either party may cancel the contract. vii. Cancellation of contract: If the contract is legally and rightfully canceled, the Buyer can get back the deposit and the parties will be free of liability to each other. viii. Adjustments at Closing: The purchaser and seller agree to adjust the following expenses as of the closing date: rents, municipal water charges, sewer charges and taxes. ix. Possession: At the closing, the Seller will deliver the entire premises in the condition present at the execution of the contract, subject only to existing tenancies. x. Realtor's Commission: It is expressly understood and agreed that each of the parties warrants to the other that the sale was not brought about by any real estate broker or any other person. xi. Seller Representations: The Seller represents that the premises are heated by natural gas and have been so heated during their term of ownership. The Seller further represents that to the best of their knowledge there are no heating oil tanks on the premises and that no oil tank was removed from the property during the Sellers term of ownership. b. 82-84 Pequannock: i. Purchase Price: $380,000, Deposit: $70,000 (deposit held by Debtors real estate attorney), Balance due at closing: $310,000 ii. Purchaser: Satya Konkesa iii. Physical Condition of Property: The property is being sold "As Is" - the Seller agrees to maintain the grounds, buildings, and improvements subject to ordinary wear and tear until closing. iv. Inspection: The seller agrees to permit purchaser to inspect the property at any reasonable time prior to closing. v. Ownership: The seller agrees to transfer and the purchaser agrees to accept ownership of the property free of all claims and rights of others except: i) rights of utility companies; and ii) recorded agreements which limit the use of the property. vi. Results of Inspections and Remedies: If the inspections reveals any serious defects and the parties do not agree on what corrective actions or repairs are to be made by the Seller, either party may cancel the contract. vii. Cancellation of contract: If the contract is legally and rightfully canceled, the Buyer can get back the deposit and the parties will be free of liability to each other. viii. Adjustments at Closing: The purchaser and seller agree to adjust the following expenses as of the closing date: rents, municipal water charges, sewer charges and taxes. ix. Possession: At the closing, the Seller will deliver the entire premises in the condition present at the execution of the contract, subject only to existing tenancies. x. Realtor's Commission: It is expressly understood and agreed that each of the parties warrants to the other that the sale was not brought about by any real estate broker or any other person. xi. Seller Representations: The Seller represents that the premises are heated by natural gas and have been so heated during their term of ownership. The Seller further represents that to the best of their knowledge there are no heating oil tanks on the premises and that no oil tank was removed from the property during the Sellers term of ownership. Finally, the Debtor asserts that given the goal by the parties in the case to sell the Properties and bring the case to conclusion in the short term, there is cause to waive the stay. Accordingly, he asks that upon approval of the sale, the 14-day period pursuant to Rule 6004(h) be waived by the Court. A hearing on the Motion was set for July 28, 2020. A copy of the Agreements is available at https://tinyurl.com/y95p988x from PacerMonitor.com free of charge. Michael F. Ruppe sought Chapter 11 protection (Bankr. D.N.J. Case No. 20-10544) on Jan. 13, 2020. The Debtor tapped David L. Steven, Esq., as counsel. On Feb. 10, 2020, the Court appointed Robert Sivori as Realtor. MILFORD REGIONAL MEDICAL: S&P Alters Bond Rating Outlook to Stable ------------------------------------------------------------------ S&P Global Ratings revised its outlook to stable from negative and affirmed its 'BB+' rating on Massachusetts Development Finance Agency's bonds, issued for Milford Regional Medical Center (Milford). At the same time, S&P assigned its 'BB+' rating to the agency's $59.6 million series 2020G bonds issued for Milford. Milford will use the 2020G proceeds, along with an expected premium, to refinance series 2007E bonds and a bank lease that will be used to finance Milford's electronic medical record information technology upgrade (EMR) on Oct. 1, after a five-month delay due to COVID-19. S&P revised Milford's outlook to negative from stable on April 21 as part of a multi-credit action it took on several health care organizations that it rates as speculative grade or that had low unrestricted reserves. "The current revision to a stable outlook reflects anticipated benefits from the proposed refinancing that management expects will meaningfully lower annual debt service payments coupled with Milford's strong earnings trajectory coming into the pandemic through February," said S&P Global Ratings analyst Cynthia Keller. MODERN RADIOLOGY: Plan & Disclosures Deadline Extended by 120 Days ------------------------------------------------------------------ Judge Edward A. Godoy has ordered that the motion filed by Modern Radiology PSC requesting an extension of time of 120 days to file the disclosure statement and plan is granted. The filings are due Nov. 27, 2020. About Modern Radiology Modern Radiology PSC owns and operates a medical and diagnostic laboratory in Puerto Rico. The company previously sought bankruptcy protection on May 18, 2015 (Bankr. D.P.R. Case No. 15-03629). Modern Radiology PSC, doing business as Bermudez Imaging, PSC, most recently filed a Chapter 11 petition (Bankr. D.P.R. Case No. 20-01107) on Feb. 28, 2020. The Debtor was estimated to have assets of up to $50,000 and liabilities of $1 million to $10 million. Nilda Gonzalez Cordero, Esq., at NILDA GONZALEZ CORDERO, in Guaynabo, Puerto Rico, is the Debtor's counsel. MOST CHOICE: Unsec. Creditors to Receive Full Payment Over 5 Years ------------------------------------------------------------------ Debtor Most Choice Healthcare, LLC, filed a Plan of Reorganization. Allowed General Unsecured Claims are projected to total $212,584, excluding the unsecured claim of the IRS in the amount of $57,669 which is conditionally forgiven. This class will be paid in full (100%) over 60 months through pro rata monthly installments. The amounts of the claims in this class are based upon the Debtor's Schedules of Assets and Liabilities, the Proofs of Claim filed as of the claim Bar Date, and disputes with creditors over the amounts of their claims. Class III is impaired. The holders of the equity interest in the Debtor shall retain their interest in the Debtor. The class is unimpaired. The Debtor, as reorganized, will retain all property of the Estate. The retained property shall be used and employed by the Debtor in the continuance of its home care business. The Debtor shall fund the Plan payments to Creditors from revenue that it receives from its future business operations. Based upon the projection of profits from Debtor's business operations, the Debtor will have sufficient funds to use for payments to Creditors after Confirmation of the Debtor's Plan. Mohamed M. Ahmed shall continue serving as the managing member the reorganized Debtor. A full-text copy of the Plan of Reorganization dated July 2, 2020, is available at https://tinyurl.com/y73o4tef from PacerMonitor at no charge. Attorney for Debtor: Law Office of David T. Cain 8626 Tesoro, Suite 811 San Antonio, Texas 78217 Tel: (210) 308-0388 Fax: (210) 503-50338432 David T. Cain About Most Choice Healthcare Most Choice Healthcare, LLC, sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 20-50736) on April 3, 2020, listing under $1 million in both assets and liabilities. The Debtor is represented by the Law Office of David T. Cain. MY2011 GRAND: Creditors to be Paid in Full From Refinance Proceeds ------------------------------------------------------------------ MY 2011 Grand LLC and S & B Monsey filed with the U.S. Bankruptcy Court for the Southern District of New York a Joint Plan of Reorganization and a Joint Disclosure Statement on July 7, 2020. 227 Grand Mezz Lender LLC asserts an $9,063,950 joint and several claim against the Debtors secured by their respective membership interests (the "Membership Interests") in Grand Living LLC II ("Mezz Loan"). The plan to exit bankruptcy was to refinance the Mezz Loan. For some time, the Debtors had a lender committed with a term sheet to refinance Mezz Loan. Part of the delay in effectuating that refinance was that the loan is contingent upon a corresponding refinancing or extension of the Property Mortgage which has matured by its terms. MY 2011 Class 1. 227 Grand Mezz Lender LLC holds the Mezz Loan, consisting of a note and security interest in the Membership Interests. The Debtor has negotiated a reduction of a portion of the Class 1 Claim and estimates that the net Claim asserted is $9,063,950 as of August 1, 2020. The Debtors will satisfy the Class I Claim with a new note and security interest. The new $9,063,950 note and mortgage will be on customary terms and forms providing for 12% interest with the principal balance and accrued interest to be paid at maturity on the 20 month anniversary of the Effective Date. If the Debtors refinance the Class 1 Claim before the Effective Date, the Class 1 Claimant shall be paid the Allowed Amount due at that time plus interest through the date of payment. MY 2011 Class 3 of comprised of filed and scheduled claims totaling $172,675 in Monsey and $38,050 in MY2011 for a total of $213,725. Each Class 3 Claimant will be paid the allowed amount of its claim plus interest at the Legal Rate on the 20-month anniversary of the Effective Date. If the Debtors refinance the Class 1 Claim before the Effective Date, each Class 3 Claimant will be paid the allowed amount due on the Effective Date, plus interest at the Legal Rate through the date of payment. MY 2011 Class 4 consists of interest holders. Interest holders will be obligated to pay or escrow for Administrative Claims and statutory fees due to the Office of the United States Trustee on or before the Effective Date. Interest holders will be entitled maintain ownership of their interests under the Plan. Monsey Class 3 is comprised of filed and scheduled claims totaling $172,675 in Monsey and $38,050 in MY2011 for a total of $213,725. Each Class 3 Claimant will be paid the allowed amount of its claim plus interest at the Legal Rate on the 20-month anniversary of the Effective Date. If the Debtors refinance the Class 1 Claim before the Effective Date, each Class 3 Claimant shall be paid the Allowed Amount due on the Effective Date, plus interest at the Legal Rate through the date of payment. Monsey Class 4 is comprised of interest holders. Interest holders shall be obligated to pay or escrow for Administrative Claims and statutory fees due to the Office of the United States Trustee on or before the Effective Date. Interest holders shall be entitled maintain ownership of their Interests under the Plan. The Debtors shall satisfy the Class 1 Claim with a new note and security interests. Class 3 Claims will be paid upon maturity of the new Class 1 loans. The Debtors intend to continue to seek to refinance the Class I Claims, and if successful before the Effective Date, all creditors will be paid in full in cash from the refinance proceeds on the Effective Date. A full-text copy of the Joint Disclosure Statement and Plan of Reorganization dated July 7, 2020, is available at https://tinyurl.com/yaj3x8f9 from PacerMonitor at no charge. The Debtors are represented by: Mark Frankel Backenroth Frankel & Krinsky, LLP 800 Third Avenue, Floor 11 New York, New York 10022 Tel: (212) 593-1100 About MY 2011 Grand LLC MY2011 Grand has an equitable interest in Grand Living LLC II, the Mezz owner of Grand Living LLC, the owner of the property located at 227 Grand Street Brooklyn, NY 11211. The current value of the Debtor's interest is $12.80 million. S & B Monsey has an equitable interest in Grand Living LLC II, the Mezz owner of Grand Living LLC, the owner of the property located at 227 Grand Street Brooklyn, NY 11211. The current value of the Debtor's interest is $13.2 million. MY 2011 Grand LLC and S & B Monsey filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23957) on Nov. 6, 2019. The petitions were signed by David Goldwasser, authorized signatory of GC Realty Advisors. At the time of filing, MY2011 Grand and S & B Monsey each estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Debtors are represented by Mark A. Frankel, Esq. at Backenroth Frankel & Krinsky, LLP, as counsel. NAI CAPITAL: Robert Scullin Objects to Disclosure Statement ----------------------------------------------------------- Creditor Robert Scullin objects to the adequacy of the Disclosure Statement describing Plan of Reorganization of Debtor NAI Capital, Inc. Mr. Scullin claims that the Disclosure Statement fails to disclose the identity of the merger partner, the assets being sold, or the extent of the Debtor's efforts to market the assets and to ensure it was getting a fair price. Mr. Scullin asserts that the Disclosure Statement needs a detailed discussion of these litigation claims and their estimated value to the estate. Full disclosure and discussion of the Debtor's claims against Zugsmith and Howitt is particularly important because the Plan is intentionally structured to provide a mechanism whereby Zugsmith and Howitt can obtain a complete release from the estate. Mr. Scullin further asserts that the without knowing the liquidation value of the assets and without a good explanation why an orderly going-concern asset sale, subject to overbid, could not be conducted in a liquidation, the liquidation analysis in the Disclosure Statement is inadequate. The separate classification of Mr. Scullin by the Debtor can only be explained by the fact that if the Debtor classified Mr. Scullin's claim with the other unsecured claims, Mr. Scullin's vote against the Debtor's plan could be fatal. Thus, by gerrymandering him into a class by himself, the Debtor improperly seeks to gin up an impaired consenting class and improperly devise a mechanism whereby the Debtor expects to be able to confirm its Plan over Mr. Scullin’s vote against such Plan. A full-text copy of Mr. Scullin's objection to Disclosure Statement dated June 30, 2020, is available at https://tinyurl.com/y9le4fs5 from PacerMonitor at no charge. Counsel for Creditor Robert Scullin: M. Douglas Flahaut Annie Y. Stoops ARENT FOX LLP 555 West Fifth Street, 48th Floor Los Angeles, CA 90013-1065 Telephone: 213.629.7400 Facsimile: 213.629.7401 E-mail: douglas.flahaut@arentfox.com annie.stoops@arentfox.com About NAI Capital NAI Capital, Inc. is a commercial real estate and property management company based in Encino, California. It specializes in the leasing and sale of office, the sale of investments, land and residential income, tenant representation, and corporate services. The Company was founded in 1979. NAI Capital, Inc., based in Encino, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-10256) on Jan. 31, 2020. In the petition signed by Chris Jackson, executive managing director and authorized agent, the Debtor was estimated to have up to $1 million to $10 million in both assets and liabilities. Judge Deborah J. Saltzman oversees the case. Debtor employed Levene Neale Bender, Yoo & Brill LLP as bankruptcy counsel; McGarrigle Kenney & Zampiello, APC as special litigation and corporate counsel; and Leitner, Zander & Co., LLP as accountant. The Office of the U.S. Trustee appointed a committee to represent unsecured creditors on March 12, 2020. The committee is represented by David B. Shemano, Esq., at Shemanolaw. NAVISTAR INTERNATIONAL: S&P Raises Senior Secured Debt Rating to B+ ------------------------------------------------------------------- S&P Global Ratings raised its issue-level rating on Navistar International Corp.'s senior secured notes due 2025 to 'B+' from 'B'. At the same time S&P revised the recovery rating on the notes to '2' from '4'. The '2' recovery rating indicates its expectation of substantial (70%-90%; rounded estimate: 70%) recovery in the event of a payment default. All other ratings on Navistar, including the 'B' issuer credit rating are unchanged. All ratings remain on CreditWatch with negative implications, where S&P placed them April 15, 2020, reflecting the uncertainty of the economic outlook and its impact on Navistar's leverage and cash flow. The change in recovery and issue-level rating follows Navistar's recent completion of refinancing its second-lien tax-exempt bonds with new unsecured tax-exempt bonds. As a result, S&P's recovery expectations for the company's senior secured notes improve. ISSUE RATINGS--RECOVERY ANALYSIS S&P Global Ratings' default scenario assumes a default amid a substantial deterioration of Navistar's operating performance. This scenario would likely include some or all of the following factors: -- The U.S. economy falls into a recession, causing declines in Navistar's key markets as potential truck and bus customers defer purchases of new equipment. -- The company's market share declines as customers increasingly select competing technology solutions. -- Profit margins improve only moderately as unabsorbed fixed costs and the inability to fully pass along higher raw material and other costs to its customers restricts profitability; -- This in turn would hurt the company's ability to generate free cash flow; together, a confluence of some or all of these factors could lead the company to default on its financial obligations; -- The company is incorporated in the U.S. and has all its debt denominated in USD. Therefore, S&P expects the company to file for reorganization in the U.S.; -- S&P has valued the company using an earnings multiple approach of 5.5x to arrive at a total enterprise value, in line with the standard multiple for Auto OEMs. -- S&P assumes the company's $125 million asset based revolver to be 60% drawn at default after LC usage of $51 million. S&P views this as a priority claim. Simulated default and valuation assumptions: -- Simulated year of default: 2023 -- EBITDA at emergence: $426 million -- EBITDA multiple: 5.5x Simplified waterfall: -- Net enterprise value (after 5% admin. costs): $2.2 billion -- Valuation split (U.S./Non-U.S): 75%/25% -- ABL claims: $24 million -- Value available for term loan claims: $1.76 billion -- Estimated term loan claims: $1.55 billion -- Recovery range: 90%-100% (rounded estimate: 95%) -- Value available for senior secured claims: $426 million -- Estimated senior secured note claims: $616 million —Recovery expectations: 70%-90% (rounded estimate: 70%) -- Value available for unsecured claims: $181 million -- Estimated unsecured debt claims/secured deficiency claims/pension and OPEB claims: $1.4 billion/$190 million/$2.2 billion —Recovery expectations: 0%-10% (rounded estimate: 0%) Notes: All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors after priority claims plus equity pledge from nonobligors after nonobligor debt. Ratings List Navistar International Corp. Issuer Credit Rating B/Watch Neg/-- B/Watch Neg/-- Ratings Raised; CreditWatch Action To From Navistar International Corp. Senior Secured B+ /Watch Neg B Recovery Rating 2(70%) 4(45%) Ratings Affirmed; Recovery Expectations Revised Navistar International Corp. Senior Unsecured CCC+ /Watch Neg CCC+ /Watch Neg Recovery Rating 6(0%) 6(5%) Ratings Affirmed Navistar Inc. Senior Secured BB- /Watch Neg BB- /Watch Neg Recovery Rating 1(95%) 1(95%) NEIMAN MARCUS: Seeks Court Nod to Close 17 Last Call Stores ----------------------------------------------------------- Leslie A. Pappas, writing for Bloomberg News, reports that bankrupt Neiman Marcus Group Ltd. is seeking court permission to hold store closing sales at 17 of its Last Call stores, part of plans to cut back on most of its discount brand operations. The stores are "significantly underperforming" or "not a strategic fit" with Neiman Marcus' business, the Dallas-based company said in a July 3 filing with the U.S. Bankruptcy Court for the Southern District of Texas. The company has been preparing for the Last Call store closures since publicly announcing the plans in March. About Neiman Marcus Neiman Marcus Group LTD, LLC -- https://www.neimanmarcus.com/ -- 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. Weeks after being forced to temporarily shutter stores due to the coronavirus pandemic, Neiman Marcus Group and 23 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-32519) on May 7, 2020, after reaching an agreement with a significant majority of our creditors to undergo a financial restructuring that will substantially reduce the Company's debt load, and provide access to considerable financing to ensure business continuity. Kirkland & Ellis LLP is serving as legal counsel to the Company, Lazard Ltd. is serving as the Company's investment banker, and Berkeley Research Group is serving as the Company's financial advisor. Stretto is the claims agent, maintaining the page https://cases.stretto.com/NMG Judge David R. Jones oversees the cases. The Extended Term Loan Lenders are represented by Wachtell, Lipton, Rosen & Katz as legal counsel, and Ducera Partners LLC as investment banker. The Noteholders are represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel and Houlihan Lokey as investment banker. NESCO HOLDINGS: Incurs $13.2 Million Net Loss in Second Quarter --------------------------------------------------------------- Nesco Holdings, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q, disclosing a net loss of $13.15 million on $68.48 million of total revenue for the three months ended June 30, 2020, compared to a net loss of $5.42 million on $62.85 million of total revenue for the three months ended June 30, 2019. For the six months ended June 30, 2020, the Company reported a net lsos of $29.12 million on $150.22 million of total revenue compared to a net loss of $12.15 million on $124.35 million of total revenue for the six months ended June 30, 2019. As of June 30, 2020, the Company had $783.23 million in total assets, $52.63 million in total current liabilities, $770.84 million in total long-term liabilities, and a total stockholders' deficit of $40.24 million. "Our second quarter results reflect the resiliency and sustainability of both our critical infrastructure markets and our business model," said Lee Jacobson, chief executive officer of Nesco. "Given the unprecedented economic environment, we are encouraged with our second quarter results and exceptionally proud of our dedicated team members for their tireless efforts. We continue to prioritize our team's health and safety while delivering for our customers during this challenging period and have streamlined our business operations and reduced overhead as a result of the temporary slowdown in activity. We are focused on driving free cash flow to ensure ample liquidity to navigate through the pandemic." "We remain disciplined in our working capital management and curtailed capital expenditures in the latter part of the second quarter, which helped drive $14.4 million of free cash flow in the second quarter," said Josh Boone, chief financial officer of Nesco. "Our flexible business model, combined with the investments made in 2019 and the first quarter of 2020 to expand our fleet, position us to capitalize on a typically stronger back half of the year, which we expect to be bolstered by projects that were temporarily put on hold due to the pandemic. Additionally, we have over $80 million of available liquidity with no near-term debt maturities and expect to generate free cash flow for the remainder of 2020. We are in a comfortable financial position that provides flexibility to support continued growth in the business and reduce leverage. We remain committed to a long-term leverage target of 3.0x-3.5x." The Company had cash of $5.3 million and availability of $78.3 million on its asset-based lending facility, resulting in total liquidity of $83.6 million as of June 30, 2020. Net debt outstanding, including capital leases, was $765.9 million at the end of the second quarter 2020. The Company has no near-term debt maturities, with the $385.0 million credit facility and $475.0 million senior secured notes both maturing in 2024. Nesco reported cash flow from operating activities of $22.5 million, an increase of $21.2 million compared to second quarter in 2019. Net cash outflow from investing activities of $8.0 million declined from $28.8 million for the same period in 2019 as Nesco curtailed capital expenditures. Free cash flow increased to $14.4 million from negative free cash flow of $27.6 million in the second quarter 2019. Average fleet count increased 12.9% to 4,615 units, compared to 4,086 units a year ago. Total net capital expenditures in the second quarter were $8.1 million. Gross capital expenditures, which include purchases of rental fleet and property and equipment, were $19.0 million. The Company received $10.9 million from sale of rental equipment and parts as well as insurance proceeds from damaged equipment. Year to date, Nesco has invested $35.3 million in net capital expenditures. As previously stated in first quarter financial results, the Company has withdrawn its previous full year 2020 guidance as a result of the unpredictable nature of the COVID-19 pandemic. The Company continues to assess the evolving situation and will update its revenue and Adjusted EBITDA outlook when there is greater visibility and economic conditions become reasonably predictable. The Company is reintroducing its outlook for net capital expenditures to between $35 to $40 million for the full year 2020. "As we look to the third quarter and the remainder of the year, we remain laser focused on driving short-term execution and disciplined capital spending while remaining committed to our long-term goals of continued growth, free cash flow generation, leverage reduction and driving shareholder value," Mr. Jacobson said. A full-text copy of the Form 10-Q is available for free at: https://bit.ly/2DFB12V About Nesco Nesco -- https://investors.nescospecialty.com -- is a provider of specialty equipment, parts, tools, accessories and services to the electric utility transmission and distribution, telecommunications and rail markets. Nesco offers its specialized equipment to a diverse customer base for the maintenance, repair, upgrade and installation of critical infrastructure assets including electric lines, telecommunications networks and rail systems. Nesco's coast-to-coast rental fleet of over 4,600 units includes aerial devices, boom trucks, cranes, digger derricks, pressure drills, stringing gear, hi-rail equipment, repair parts, tools, and accessories. Nesco reported net losses of $27.05 million in 2019, $15.53 million in 2018, and $27.09 million in 2017. * * * As reported by the TCR on May 5, 2020, S&P Global Ratings lowered its issuer credit ratings on NESCO Holdings Inc. and subsidiary Capitol Investment Merger Sub 2 LLC to 'CCC+' from 'B'. "The downgrade and negative outlook reflect the increasing risk of tightening liquidity given our expectation for slowing demand in specialty equipment rental and sales during a recession," S&P said. NINE ENERGY: Incurs $24.2 Million Net Loss in Second Quarter ------------------------------------------------------------ Nine Energy Service, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q, disclosing a net loss of $24.17 million on $52.74 million of revenues for the three months ended June 30, 2020, compared to net income of $6.09 million on $237.52 million of revenues for the three months ended June 30, 2019. For the six months ended June 30, 2020, the Company reported a net loss of $325.07 million on $199.36 million of revenues compared to net income of $23.40 million on $467.22 million of revenues for the same period during the prior year. As of June 30, 2020, the Company had $468.86 million in total assets, $398.91 million in total liabilities, and $69.95 million in total stockholders' equity. "In response to the extreme reduction in demand related to the COVID-19 pandemic, North American operators significantly cut capex, either reducing or completely suspending activity during the quarter," said Ann Fox, president and chief executive officer, Nine Energy Service. "These reductions were most evident in the Permian Basin where total completions have declined by approximately 77% in June from the 2020 high in February. Activity reductions affected revenue and profitability across service lines, but with what we know today, we believe that we are at or near the trough from an activity perspective." "The preservation of cash and debt service remains our top priority. Because of our high variable cost and the asset-light make-up of Nine, we were able to quickly implement cost-cutting measures and will continue to adapt as the market dictates. Our focus on working capital management has resulted in a strong cash balance of $88.7 million as of June 30, 2020, as well as an undrawn revolver." "Our team continues to gain ground with the commercialization of our dissolvable plugs, receiving incremental trials with new customers and expanding market share with current customers despite the extremely difficult environment. The tool continues to perform very well, allowing us to maintain some momentum into this downturn. While the near-term outlook is very challenging, we believe that our technological innovations position us to thrive when activity recovers." During the second quarter of 2020, the Company reported selling, general and administrative expense of $11.3 million, compared to $16.4 million for the first quarter of 2020. Depreciation and amortization expense in the second quarter of 2020 was $12.6 million, compared to $12.7 million for the first quarter of 2020. The Company recognized an income tax benefit of approximately $0.2 million in the second quarter of 2020 and an overall income tax benefit year-to-date of approximately $2.3 million, resulting in an effective tax rate of 0.7% against year-to-date results. The Company's year-to-date income tax benefit is primarily a result of the discrete tax benefit recorded in the first quarter of 2020 related to the Coronavirus Aid, Relief, and Economic Security Act as well as the release of a portion of its valuation allowance due to goodwill impairment which was also recorded in the first quarter of 2020. During the second quarter of 2020, the Company reported net cash provided by operating activities of $1.6 million, compared to $0.7 million for the first quarter of 2020. Capital expenditures totaled $3.6 million during the second quarter of 2020. As of June 30, 2020, Nine's cash and cash equivalents were $88.7 million, and the Company had $44.8 million of availability under the revolving credit facility, which remains undrawn, resulting in a total liquidity position of $133.5 million as of June 30, 2020. Availability under the revolving credit facility decreased due to a reduction in accounts receivable and inventory balances. A full-text copy of the Form 10-Q is available for free at: https://is.gd/Ep0RnO About Nine Energy Service Nine Energy Service is an oilfield services company that offers completion solutions within North America and abroad. The Company brings years of experience with a deep commitment to serving clients with smarter, customized solutions and resources that drive efficiencies. Serving the global oil and gas industry, Nine continues to differentiate itself through superior service quality, wellsite execution and cutting-edge technology. Nine is headquartered in Houston, Texas with operating facilities in the Permian, Eagle Ford, SCOOP/STACK, Niobrara, Barnett, Bakken, Marcellus, Utica and throughout Canada. Nine Energy incurred net losses of $217.75 million in 2019, $52.98 million in 2018, and $67.68 million in 2017. As of Dec. 31, 2019, the Company had $850.89 million in total assets, $461.02 million in total liabilities, and $389.88 million in total stockholders' equity. * * * As reported by the TCR on March 30, 2020 Moody's Investors Service downgraded Nine Energy Service, Inc.'s Corporate Family Rating to Caa1 from B2, Probability of Default Rating to Caa1-PD from B2-PD and senior unsecured notes rating to Caa2 from B3. Nine's Speculative Grade Liquidity rating remains unchanged at SGL-2. The outlook remains negative. "Nine's rating downgrades reflect pressures on credit quality in the weak commodity price environment and lower capital spending by the upstream energy sector," said Jonathan Teitel, Moody's Analyst. Also in March 2020, S&P Global Ratings lowered the issuer credit rating on Nine Energy Service Inc. to 'CCC+' from 'B-'. "The downgrade reflects our view that Nine and its oilfield services peers will be exceptionally challenged this year as many producers cut drilling and completion expenditures by 30% or more." NOSCE TE IPSUM: Plan & Disclosures Due Aug. 11, 2020 ---------------------------------------------------- Judge Brian K. Tester in July 2020 entered an order within which Debtor Nosce Te Ipsum, Inc. is allowed a final extension for 60 days for filing of the Disclosure Statement and Plan, due on Aug. 11, 2020. About Nosce Te Ipsum Nosce Te Ipsum, Inc. classifies its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It owns in fee simple a five-story building with office and commercial spaces for lease, and adjacent parking lot structure in Guaynabo, P.R., valued at $7 million. Nosce Te Ipsum filed a Chapter 11 petition (Bankr. D.P.R. Case No. 19-05155) on Sept. 9, 2019. In the petition signed by Maria De Los A. Ubarri, general manager, the Debtor disclosed $7,046,991 in assets and $5,210,939 in liabilities. The Hon. Brian K. Tester oversees the case. Andrew Jimenez Cancel, Esq., at Andrew Jimenez Law Offices, is the Debtor's bankruptcy counsel. NPC INT'L: Pizza Hut May Object to Plan of Main Franchisee ---------------------------------------------------------- Steven Church, writing for Bloomberg News, reports that Yum Brands' Pizza Hut chain may be forced to fight the reorganization plan of its biggest franchisee should the two sides fail to come to a deal in the coming weeks, a lawyer for Pizza Hut said during a bankruptcy court hearing July 3, 2020. NPC International filed bankruptcy with a plan to give senior lenders equity in exchange for cutting debt; part of that plan requires an agreement with Pizza Hut by July 24 on how to restructure NPC's 1,200 pizza stores. About NPC International NPC International, Inc. -- https://www.npcinternational.com/ -- is a franchisee company with over 1,600 franchised restaurants across two iconic brands -- Wendy's and Pizza Hut -- spanning 30 states and the District of Columbia. NPC International and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-33353) on July 1, 2020. At the time of the filing, the Debtors disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the cases. The Debtors tapped Weil, Gotshal & Manges, LLP, as bankruptcy counsel; Alixpartners, LLP as financial advisor; Greenhill & Co., LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims, noticing and solicitation agent and administrative advisor. NPC INTERNATIONAL: Hoffman Represents Dun Rite, Nashway ------------------------------------------------------- In the Chapter 11 cases of NPC International Holdings, Inc., et al., the law firm of Hoffman & Saweris, P.C. submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing the following entities: Dun Rite, Inc. 714 Fenway Ave Chesapeake, VA 23323 Nashway, LLC 3274 Blazer Rd. Franklin, TN 37064 Each of these parties is a creditor and party-in-interest in these proceedings. Hoffman & Saweris, P.C. does not own a claim or interest in the Debtors or the Debtors' estates. None of the aforementioned claims have been assigned subsequent to the commencement of this case, and none have been solicited for purchase by Hoffman & Saweris, P.C. At this time, Hoffman & Saweris, p.c. has engagement letters with both of these entities. Hoffman & Saweris, p.c. does not believe that its representation of the interests of the entities listed above will create a conflict between, or be adverse to the interests of any of these parties. Hoffman & Saweris, P.C. is not representing a committee. The Firm can be reached at: HOFFMAN & SAWERIS, P.C. Matthew Hoffman, Esq. Alan Brian Saweris, Esq. 2777 Allen Parkway, Suite 1000 Houston, TX 77019 Tel: 713.654.9990 Fax: 713.654.0038 A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/0djHAy About NPC International NPC International, Inc. -- https://www.npcinternational.com/ -- is a franchisee company with over 1,600 franchised restaurants across two iconic brands -- Wendy's and Pizza Hut -- spanning 30 states and the District of Columbia. NPC International and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-33353) on July 1, 2020. At the time of the filing, Debtors disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the cases. The Debtors tapped Weil, Gotshal & Manges, LLP, as bankruptcy counsel; Alixpartners, LLP as financial advisor; Greenhill & Co., LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims, noticing and solicitation agent and administrative advisor. O'LINN SECURITY: Class 6 Unsecureds to Receive $90K in Amended Plan ------------------------------------------------------------------- Debtor O'Linn Security Incorporated filed a Third Amended Plan and a Third Amended Disclosure Statement dated July 2, 2020. Class 5 General unsecured 3rd Party Claims. Members of this class shall include the putative class and its members. Class paid $50,000 in M1, $25,000 at the end of M6 and M12, $25,000 at the end of each quarter in year 2 and first two quarters of year 3; a final payment of $20,000 at end of the 3rd quarter of Y3. $50k loan to be funded by loan from Richard O’Linn and D to repay. If the superior court approves the Settlement with the putative class, the Debtor will pay to class 5 a total of $270,000 pursuant to the schedule attached to the Agreement. The Agreement, when fully executed, will become an exhibit to the Plan. If the superior court does not approve the Agreement, then the Debtor shall make the payments payments listed above and shall pay the excess of any monies not paid to class 6 (when payments to class 6 have concluded) to class 5 but not more than a total sum of $40,000. Holders of Class 6 General Unsecured Claims will receive a total of $90,000 from monthly payments until month 60 of the Plan, compared to $135,000 from previous iteration of the plan. The class will receive a payout of 100% plus interest at the federal rate -- assuming there are no rejection claims. A full-text copy of the Third Amended Plan and Disclosure Statement dated July 2, 2020, is available at https://tinyurl.com/yd4fnute from PacerMonitor at no charge. Attorneys for the Debtor: THE FOX LAW CORPORATION, INC. Steven R. Fox, SBN 138808 17835 Ventura Blvd., Suite 306 Encino, CA 91316 Tel: (818) 774-3545 Fax: (818) 774-3707 E-mail: srfox@foxlaw.com About O'Linn Security O'Linn Security Incorporated, a security firm that provides services in the palm Springs area and greater Coachella Valley, in California, sought Chapter 11 protection (Bankr. C.D. Cal. Case No.19-17085) on Aug. 13, 2019, estimating both assets and liabilities of less than $1 million. The case is assigned to Judge Scott C. Clarkson. Steven R. Fox, Esq., and W. Sloan Youkstetter, Esq., at The Fox Law Corporation, Inc., serve as the Debtor's counsel. OHIO RIVER LABORATORY: Plan to be Funded by Future Business Income ------------------------------------------------------------------ Ohio River Laboratory/IPath LLC filed with the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, a Disclosure Statement describing Plan of Reorganization dated July 2, 2020. The allowed general unsecured creditors will be paid as much of what they are owed as possible and will be mailed Ohio River Laboratory/IPath LLC's previous year's financial statement each year for five years. Each year, if the Reorganized Debtor made a profit, after income taxes, and after making all secured plan payments and normal overhead payments, the Reorganized Debtor will pay to the allowed unsecured creditors their pro-rata share of 50% of the net profit for the previous year, in twelve monthly payments beginning on Sept. 15th of the year in which the financial statement is mailed to these creditors. Each year, during the term of the five-year Plan, the Reorganized Debtor will repeat the 12-month payment plan to the allowed unsecured creditors if the Reorganized Debtor made a net profit the previous year as reflected in the previous year's financial statement. This payout will not exceed five years, and at the end of the five-year Plan term. Equity interest holders are parties who hold an ownership interest (i.e., equity interest) in Ohio River Laboratory/IPath LLC. The shareholders are Mitali Shah and Leena Shah. The shareholders will retain their interest in the Reorganized Debtor but will not receive dividends during the term of the plan of reorganization. Payments and distributions under the Plan will be funded by through future income from the operations of the company. On the Effective Date, title to all assets and properties dealt with by the Plan shall vest in the Reorganized Debtor, free and clear of all Claims and Interests other than any contractual secured claims granted under any lending agreement, on the condition that the Reorganized Debtor complies with the terms of the Plan, including the making of all payments to creditors provided for in such Plan. A full-text copy of the Disclosure Statement dated July 2, 2020, is available at https://tinyurl.com/y8l7vzml from PacerMonitor at no charge. The Debtor is represented by Russell Van Beustring. About Ohio River Laboratory/iPath Ohio River Laboratory /iPath, LLC, is a medical testing laboratory service that offers a complete range of tests for diagnosis, screening or evaluation of diseases and health conditions. It offers allergy testing, diabetes testing, pathology testing, oncology testing, urology testing, and cardiovascular testing. Ohio River Laboratory /iPath, LLC, based in Houston, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 20-30257) on Jan. 15, 2020. In the petition signed by Mitali Shah, president, the Debtor disclosed $17,061 in assets and $1,637,028 in liabilities. The Hon. David R. Jones is the presiding judge. Russell Van Beustring, Esq., at The Lane Law Firm, LLC, serves as bankruptcy counsel. OLMOS COMPANIES: Olmos Equipment Objects to Disclosure Statement ---------------------------------------------------------------- Ronald Hornberger, Trustee of the Olmos Equipment, Inc. Litigation Trust, objects to the Disclosure Statement for First Amended Plan of Reorganization of Debtor Olmos Companies 1, LLC. The Trustee points out that the Disclosure Statement fails to disclose fully the relationships of its 90% owner and its Managing Member, Larry Struthoff, with various other entities apparently connected in some way with Debtor. The Trustee asserts that the Class 4 Claims Estimate is confusing at best and at variance with the Claims Docket in the Case and with the listing of unsecured Claims by the Debtor in its Statements and Schedules. The Disclosure Statement should be corrected and clarified, according to the Trustee. The Trustee further asserts that the Disclosure Statement's "Exhibit A Olmos Companies 1, LLC Liquidation Analysis" contains a chart. As a Liquidation Analysis such chart is incomplete and objectionable. The Trustee of the Litigation Trust requests that the Court order the Debtor to amend or supplement the Disclosure Statement to cure each of the objections set forth by the Trustee of the Litigation Trust. A copy of the Trustee's objection dated July 2, 2020, is available at https://tinyurl.com/yd4f6nv4 from PacerMonitor at no charge. Attorneys for Property Owners: Ronald Hornberger Renaissance Plaza, Suite 1100 70 Northeast Loop 410 San Antonio, TX 78216 Tel: (210) 734-7092 Fax: (210) 734-0379 About Olmos Companies 1 Olmos Companies 1, LLC, based in Marion, TX, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 19-51098) on May 6, 2019. In the petition signed by Larry Struthoff, managing member, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Craig A. Gargotta of William B. Kingman, P.C., serves as bankruptcy counsel to the Debtor. OMAGINE INC: Creditors to Get Paid from Oman Litigation Proceeds ---------------------------------------------------------------- Debtors Omagine, Inc. and Journey of Light, Inc. filed with the U.S. Bankruptcy Court for the Southern District of New York a Plan of Reorganization and a Disclosure Statement on July 7, 2020. Class 2 consists of Unsecured Omagine Note Claims with Derivative Equity Interests, including 2 such Claims held by Insiders. The Holders of Class 2 Allowed Claims shall be paid in full from Pool 6 unless Pool 6 is an Insufficient Funds Pool, in which Case, each Holder of a Class 2 Allowed Claim will be paid the Pro-Rata Amount of its Claim. If no Recovery is attained at the Conclusion of the Oman Litigation, or if only de minimis funds are available in Pool 6, then Holders of Class 2 Allowed Claims will not be paid any amount of their Class 2 Allowed Claims. Class 3 consists of Unsecured Omagine Pre-Petition Insider Consulting Fee Claims. The Holders of Class 3 Allowed Claims shall be paid in full from Pool 6 unless Pool 6 is an Insufficient Funds Pool, in which Case, each Holder of a Class 3 Allowed Claim will be paid the Pro-Rata Amount of its Claim. Class 4 consists of Unsecured Omagine Vendor Claims, including four such Claims held by Insiders. The Holders of Class 4 Allowed Claims shall be paid in full from Pool 6 unless Pool 6 is an Insufficient Funds Pool, in which Case, each Holder of a Class 4 Allowed Claim will be paid the Pro-Rata Amount of its Claim. If no Recovery is attained at the Conclusion of the Oman Litigation, or if only de minimis funds are available in Pool 6, then Holders of Class 4 Allowed Claims will not be paid any amount of their Class 4 Allowed Claims. Class 5 consists of Unsecured JOL Vendor Claims. The Class 5 Claims are all Disallowed and the Holders thereof are therefore Impaired and are entitled to vote to accept or reject the Plan. Since no payment of any amount will be paid to the Holders of Class 5 Unsecured JOL Vendor Claims, such Class 5 Holders are deemed to have rejected the Plan. Debtors reserve the right to object to any and all claims. Class 6 consists of Omagine Equity Interests. Pursuant to this Plan, as of the Confirmation Date all such Equity Interests and Derivative Equity Interests are cancelled and such Holders interest therein are extinguished. The Distributions from all Pools will be made by Reorganized Omagine. Reorganized Omagine is authorized to hold the funds for Pools 1 through 7 from which distributions shall be made in accordance with this Plan. Any funds remaining after making the Pool 7 Payment will be retained by Reorganized Omagine and will be the property of Reorganized Omagine. The sole source of cash that may be available to fund Distributions and payments of Deferred Administrative Claims under this Plan is a Recovery at the Conclusion of the Oman Litigation. The occurrence of such a Recovery depends entirely on the outcome of the Oman Litigation and there can be no assurance given that a Recovery will occur. A full-text copy of the Disclosure Statement dated July 7, 2020, is available at https://tinyurl.com/yamwyp6x from PacerMonitor at no charge. Attorneys for Debtors: ROTBERT BUSINESS LAW P.C. Mitchell J. Rotbert 9059 Shady Grove Court Gaithersburg, Maryland 20877 Tel: (240) 477-4778 Fax: (888) 913-2307 E-mail: mitch@rotbertlaw.com About Omagine, Inc. Omagine, Inc. -- http://www.omagine.com/-- is an entertainment, hospitality and tourism company with significant property management operations and residential and commercial real estate development activities. Omagine filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 20-10742) on March 10, 2020. At the time of filing, the Debtor was estimated to have up to $50,000 in assets and $1 million to $10 million in liabilities as of the filing. Mitchell J. Rotbert, Esq., of ROTBERT BUSINESS LAW P.C., is the Debtor's counsel. ONEWEB GLOBAL: UK Purchase Could Spoil Astronomy ------------------------------------------------ Daniel Clery, wrote an article on Science Magazine, that when OneWeb filed for bankruptcy protection in March, astronomers breathed a sigh of relief. The company planned to launch thousands of internet-providing satellites into low-Earth orbit, where their reflections could disrupt the observations of ground-based telescopes. But now, the company has risen from the grave with the announcement in early July that the U.K. government and the Indian cellphone operator Bharti Global have successfully bid to rescue OneWeb with a $1 billion investment. The revived company now plans an even larger constellation of up to 42,000 satellites, at an altitude of 1200 kilometers—the worst possible outcome for astronomers. At that altitude, satellites will leave bright trails across telescope images all through the night, effectively ruining the observations of survey telescopes such as the 8-meter Vera C. Rubin Observatory, under construction in Chile. "It's the stuff at 1000 kilometers that is the real killer for astronomy," says Mark McCaughrean of the European Space Agency, speaking at a briefing organized by the European Astronomical Society (EAS). "Engagement [with astronomers] has to happen and it has to happen now." Astronomers first became concerned about such "megaconstellations" last year, when the launch company SpaceX lofted the first batch of its Starlink satellites. The aim of the project is to provide internet access in areas hard to reach with fiber-optic cables. The satellites, launched 60 at a time in a single rocket, proved to be highly visible in the sky, to the alarm of astronomers. The company has now launched 540 Starlink satellites -- part of an initial goal of 1584 -- and aims to provide a service in the United States and Canada before the end of the year. Early on, astronomers began working with SpaceX to mitigate the impact of its satellites. In a January launch, one satellite was covered with an antireflective coating (dubbed Darksat), and in June, one satellite carried a sunshade to stop reflections (Visorsat). Although Darksat partially reduced the satellite's visibility, it wasn't enough to satisfy astronomers. Visorsat has yet to reach its operational altitude so, Olivier Hainaut of the European Southern Observatory told the EAS briefing, "we don't know yet" how bright it will appear. But McCaughrean says Starlink's next launch will be populated entirely with Visorsats. OneWeb is one of several other companies chasing Starlink with similar goals. Astronomers had only limited interactions with the company before it filed for Chapter 11 protection in March with 74 satellites launched toward an initial goal of 650. While new owners were being sought, OneWeb applied for permission to expand its constellation to 42,000. The U.K. government said in a statement that its acquisition of OneWeb will "contribute to the government's plan to join the first rank of space nations." Initial reports suggested the government wanted to transform the constellation into a navigation system akin to GPS, because with Brexit, the United Kingdom will no longer be a governing member of Europe's Galileo navigation system. But there is no mention of navigation plans in the statement. The rescue of OneWeb still has political and legal hurdles to overcome, but Robert Massey of the Royal Astronomical Society told the EAS briefing: "I would hope the government uses its leverage to ensure OneWeb are a good partner and engages with the scientific community." He adds, "It's hard to believe they didn't know." About OneWeb Global Ltd. Founded in 2012, OneWeb Global Limited is a global communications company developing a low-Earth orbit satellite constellation system and associated ground infrastructure, including terrestrial gateways and end-user terminals, capable of delivering communication services for use by consumers, businesses, governmental entities, and institutions, including schools, hospitals, and other end-users whether on the ground, in the air, or at sea. OneWeb's business consists of the development of the OneWeb System, which has included the development of small-next generation satellites that have been mass-produced through a joint venture and the development of specialized connections between the satellite system and the internet and other communications networks through the SNPs. For more information, visit https://www.oneweb.world/ OneWeb Global Limited and its affiliates ought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-22437) on March 27, 2020. At the time of the filing, Debtors disclosed assets of between $1 billion and $10 billion and liabilities of the same range. OPTION CARE: S&P Alters Outlook to Positive, Affirms 'B-' ICR ------------------------------------------------------------- S&P Global Ratings revised its outlook to positive from stable and affirmed its 'B-' issuer credit rating on Option Care Health Inc. and issue-level rating on its senior secured term loan. "Our outlook revision reflects a decline in adjusted leverage to about 6.5-7x following the company's debt pay down. The company recently announced an equity offering, the proceeds of which it will use to pay down debt, demonstrating the desire to reduce leverage. The company remains controlled by a financial sponsor and although we still expect leverage to remain high over the near-term, we believe it could remain below 7x. Given the company's material cash balance outstanding, which we do not net against debt, if the company begins pursuing tuck-in acquisitions, this may not raise leverage," S&P said. The positive outlook reflects S&P's expectation that the company's experienced management team will manage through the coronavirus pandemic, as demonstrated by the accelerated synergy realization following its merger with Bioscrip Inc. S&P expects to raise the rating if the company sustains leverage below 7x and generates free operating cash flows of over $30 million, through the pandemic. This trajectory is supported by the company's material cash balance (not netted against debt), which it can use for tuck-in acquisitions, and improving free cash flow generation. "We could consider a higher rating if the company continued to perform well over the coming quarters, strengthening our belief in its commitment to sustain leverage below 7x and maintaining free operating cash flow (FOCF) to debt of at least 2.5%," S&P said. "We might revise the outlook back to stable if the company failed to demonstrate a commitment to maintain adjusted debt leverage below 7x and generate at least $30 million of annual free cash flow, such that free operating cash flow to debt were less than 2.5%. This could occur if the company could not manage through the current pandemic or saw extended delays in patient referrals, such that EBITDA margins declined by about 50-100 basis points," the rating agency said. PAPARDELLE 1068: Unsecureds to be Paid in Full in Plan ------------------------------------------------------ Papardelle 1068, Inc., submitted a Third Amended Disclosure Statement. The Debtor is a District of Columbia corporation formed on Aug. 10, 2018 to acquire and operate a restaurant in the Georgetown section of the District of Columbia which trades as Ristorante Piccolo. The restaurant assets were purchased in August 2018 for $105,000 from Marc Albert, the Chapter 7 trustee for the bankruptcy estate of Rotini, Inc. These assets were the subject of an Order in the Rotini Case authorizing the sale of the Business Assets to S. George Beheshtian, or his assigns. Mr. Beheshtian assigned his rights to purchase the Business Assets to the Debtor. Class V: General Unsecured Claims are estimated to be less than $15,000. This class will receive payment in full on account of their Allowed Claims on the Effective Date, plus interest from the Petition Date at the rate of 5.0 percent per annum from the Petition Date. Class VI Equity Security Interests holder Gholam Kowkabi (100% owner) will make an equity contribution to the Debtor in the sum of $75,000 in return for the retention of its stock interest. Class V is an impaired. The funds necessary to implement the Plan shall be generated from operations of the Debtor's restaurant business and the equity contribution to be made by the sole shareholder pursuant to the terms of the Plan. A full-text copy of the Third Amended Disclosure Statement dated July 1, 2020, is available at https://tinyurl.com/yctmo3t9 from PacerMonitor.com at no charge. Counsel for the Debtor: Steven H. Greenfeld COHEN BALDINGER & GREENFELD, LLC 2600 Tower Oaks Blvd., Suite 103 Rockville, MD 20852 Tel: (301) 881-8300 About Papardelle 1068 Papardelle 1068, Inc., operator of a restaurant in the Georgetown section of the District of Columbia which trades as Ristorante Piccolo, filed for chapter 11 bankruptcy protection (Bankr. D.D.C. Case No. 19-00554) on Aug. 16, 2019, and is represented by Steven H. Greenfeld, Esq. -- steveng@cohenbaldinger.com -- at Cohen, Baldinger & Greenfeld LLC. PARLIAMENT PARTNERS: Files for Chapter 11 Protection ---------------------------------------------------- Ryan Lynch, writing for Orlando Business Journal, reports that the parent company of Parliament House, an iconic gay resort near downtown Orlando with an on-site restaurant and bars featuring drag shows, has filed for Chapter 11 bankruptcy protection for the second time in the last six years. The bankruptcy filing comes after property owner Miami Beach-based Lion Financial LLC was approved for a writ of possession in the Ninth Judicial Circuit Court of Florida on July 2, which would have allowed the company to evict Parliament House. R Scott Shuker of Shuker & Doris PA, who is representing Parliament Partners, told OBJ that Lion Financial made a promise in text to lease the property without foreclosure to Parliament House after Lion Financial had won it in a foreclosure sale for $300,100 on Feb. 26. The company later allegedly reneged on the agreement and tried to evict Parliament Partners, he said. The bankruptcy filing allowed for an auto stay on the writ of possession, Shuker added. The resort at 410 N. Orange Blossom Trail has assets of $1 million to $10 million and liabilities of $1 million to $10 million, with between one to 49 creditors, according to court documents. The business had reopened on June 12, but later stopped holding events and live entertainment on June 26 due to the order by the Florida Department of Business and Professional Regulation which banned the on-site consumption of alcohol at bars and nightclubs. The business still has takeout food and drink services, according to its Facebook. 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. PATRICK INDUSTRIES: S&P Affirms 'BB-' ICR; Ratings Off CreditWatch ------------------------------------------------------------------ S&P Global Ratings affirmed all ratings on Patrick Industries Inc., including its 'BB-' issuer credit rating, and removed them from CreditWatch. The rating affirmation and stable outlook reflect S&P revised base case for Patrick and incorporates an increase in anticipated retail demand in Patrick's key end markets, at least over the next several quarters. These positive credit factors could possibly enable Patrick to maintain leverage of about 3x in 2020 and in the high-2x area in 2021. As a result of stay-at-home orders and social distancing measures put in place by state and local governments, Patrick partially shut down production in the latter portion of the first quarter and in the beginning of the second quarter. Patrick has resumed operations and as a result of strong current and good anticipated retail demand in the company's end markets, including recreational vehicles, marine, industrial, and manufactured housing, S&P has revised its base case assumptions for 2020 and 2021. Previously, S&P assumed that total revenue could decline approximately 30% and its measure of adjusted debt to EBITDA could exceed 4x through 2021 as a result of a steep and prolonged recession in the U.S. and pressured retail demand in Patrick's end markets due to high unemployment and a significant decline in consumer discretionary income. S&P has significantly revised its assumption to incorporate modest total revenue growth in 2020 and 2021, resulting in adjusted debt to EBITDA of approximately 3x. The widespread production shutdown of recreation vehicle (RV) manufacturers during the second quarter led to steep declines in RV unit shipments. The RV, marine, industrial, and manufactured housing (MH) end markets contributed to 55%, 14%, 12%, and 19% of Patrick's total revenue in 2019, respectively. Since declining 82.1% and 29.5% in April and May, respectively, RV shipments grew 10.8% in June, according to the RV Industry Association (RVIA). At the same time, dealerships were able to remain open for much of the second quarter and respond to retail demand. Industry earnings reports, executive interviews, and credible press reports have pointed to strong, recovering demand for RVs and marine products sequentially in May, June, and July. The weeks during which RV manufacturers were shut down but dealerships were continuing to sell RVs led to low inventory levels at dealerships. The same inventory patterns also materialized in the marine market. Furthermore, S&P believes that RVs and marine products could see significant spikes in demand for as long as the products are perceived as safe and compatible with social distancing guidelines. "It is our understanding that housing demand has also been stabilizing over the course of the second quarter, as demonstrated by Patrick's industrial and MH sales. Our understanding based on Patrick's public statements is that MH demand has been firm because the products are typically installed in less densely populated nonurban areas more compatible with social distancing and recent protests in urban areas have caused a modest increase in demand. Our revised assumption for 2020 is that housing starts could decline in the mid-single digit percent area, while MH shipments could increase mid-single digit percent," S&P said. Key risks include the sustainability of retail demand, uncertainty surrounding the economy and coronavirus containment, and the highly competitive dynamics of Patrick's end markets. S&P's updated base case assumes that revenue grows in the second half of 2020 and into 2021 in the midst of a steep recession in the U.S., which contrasts with previous recessions in which demand for RVs and boats dropped significantly. Financial risk could become elevated over the coming years if the spike in demand seen in Patrick's end markets is not sustained or in the event that the recession causes discretionary income to decrease. In addition, the RV industry is highly competitive and has previously experienced an industrywide inventory correction as a result of mismatched wholesale shipments and retail demand, which caused significant shipment declines as recently as 2019. In the current environment, original equipment manufacturers (OEMs) may compete for market share when consumer demand is perceived to be strong and temporary, which could cause inadvertent overproduction and excess inventory in the channel. Such dynamics could introduce variability in revenue growth, EBITDA margin, and working capital uses of cash if the RV industry does not efficiently produce in line with retail demand. The marine, industrial, and MH end markets are also highly competitive and sensitive to macroeconomic fundamentals, including unemployment, discretionary income, and the availability of credit. "We believe Patrick has adequate sources of liquidity. We believe Patrick has adequate liquidity for at least 12 months in a low-revenue scenario, and it is highly likely that the liquidity runway is much longer given our base case forecast for revenue and EBITDA," S&P said. Patrick had approximately $111 million in cash on the balance sheet at the end of the second quarter as well as $410 million in availability under its revolving credit facility. Although S&P does not net cash against debt in its measure of leverage for highly cyclical companies such as Patrick, the rating agency believes the company has substantial cash balances to mitigate financial risk and provide flexibility to fund working capital outflows if necessary. "If the recent surge in RV and marine demand is sustained, Patrick's liquidity profile would be maintained or could improve further. It is our understanding the company intends to use excess cash balances to make tuck-in acquisitions and return capital to shareholders through regular dividends," the rating agency said. Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety The stable outlook reflects S&P's forecast that Patrick will be able to sustain leverage below its 4x downgrade threshold through 2021 as a result of improved business conditions in the company's key end markets. "We could lower the rating if operating performance is weaker than we expect and we believe our measure of adjusted debt to EBITDA would be sustained above 4x. This would likely be due to debt-funded acquisitions, or a prolonged recession in the U.S. that hurts consumer discretionary spending in Patrick's end markets," S&P said. "We could raise the rating by one notch if we believe the company will maintain adjusted debt to EBITDA below 3x incorporating the company's acquisition strategy, financial policy, and volatility over an economic cycle. However, an upgrade is unlikely given the company's financial policy that it could temporarily increase its measure of leverage above 2.75x. Our adjustments add about 0.5x, which would not represent sufficient cushion compared with the 3x upgrade threshold," the rating agency said. PATRIOT WELL: U.S. Trustee Appoints Creditors' Committee -------------------------------------------------------- Henry Hobbs Jr., acting U.S. trustee for Region 7, appointed a committee to represent unsecured creditors in the Chapter 11 cases of Patriot Well Solutions, LLC and its affiliates. The committee members are: 1. DynaEnergetics, Inc. Attn: Michelle Shepston 11800 Ridge Parkway, Suite 300 Broomfield, CO 80021 Tel: 303-604-3944 Email: mshepston@dmcglobal.com Counsel: Clark Hill Strasburger Robert P. Franke, Esq. 901 Main Street, Suite 6000 Dallas, TX 75202 Tel: 214-651-2099 Email: bfranke@clarkhill.com 2. Global Tubing LLC Attn: Frank Kiolbassa 10344 Sam Houston Park Drive, Suite 300 Houston, TX 77064 Tel: 281-949-2254 Fax: 281-890-8479 Email: frank.kiolbassa@f-e-t.com Counsel: Global Tubing LLC John Ivascu, Esq. 10344 Sam Houston Park Drive, Suite 300 Houston, TX 77064 Tel: 281-949-2541 Fax: 713-583-9346 Email: john.ivascu@f-e-t.com 3. GeoDynamics, Inc. c/o Benjamin Smith 10500 West I-H 20 Millsap, TX 76066 Tel: 817-341-5300 Email: ben.smith@perf.com Counsel: Fisher Broyles LLP Lisa Powell, Esq. 2925 Richmond Ave., Suite 1200 Houston, TX 77098 Tel: 713-955-3302 Fax: 512-488-4912 Email: lisa.powell@fisherbroyles.com 4. Custom Truck & Equipment, LLC Attn: Adam Haubenreich 7701 Independence Ave. Kansas City, MO 64125 Tel: 816-627-2608 Email: ahaubenreich@customtruck.com Counsel: ASK LLP Jennifer A. Christian, Esq. 151 W. 46th Street, 4th Floor New York, NY 10036 Tel: 212-528-0156 Email: jchristian@askllp.com 5. SWM International LLC Attn: Steve Alex 2225 W. Alcock Pampa, TX 79065 Tel. 713-818-8165 Email: steve.alex@swmtx.com Counsel: Pillsbury Winthrop Shaw Pittman LLP William J. Hotze, Esq. Two Houston Center 909 Fannin, Suite 2000 Houston, TX 77010 Tel: 713-276-7634 Email: william.hotze@pillsburylaw.com 6. Tenaris Coiled Tubes LLC Attn: Kathy Worchesik 8615 E. Sam Houston Parkway North Houston, TX 77044 Tel: 713-585-3173 Email: kworchesik@tenaris.com 7. Sunbelt Rentals Industrial Services, LLC Attn: Ronald Matley 1275 West Mound Street Columbus, OH 43223 Tel: 803-578-5074 Email: rmatley@sunbeltrentals.com Counsel: ASK LLP Marianna Udem, Esq. 151 W. 46th Street, 4th Floor New York, NY 10036 Tel. 347-534-0836 Email: mudem@askllp.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Patriot Well Solutions Patriot Well Solutions LLC provides well completion, production and intervention services for the energy industry. It offers wireline and perforating, coiled tubing and nitrogen, fluid pumping and crane services. Patriot Well Solutions sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 20-33642) on July 20, 2020. At the time of the filing, Debtors disclosed assets of between $10 million and $50 millionand liabilities of the same range. Judge Jeffrey P. Norman oversees the cases. Debtors have tapped Squire Patton Boggs (US) LLP as their legal counsel, Sonoran Capital Advisors LLC as restructuring advisor, Piper Sandler & Co. as financial advisor, and Stretto as claims and noticing agent. PBF LOGISTICS: Fitch Affirms BB- LongTerm IDR, Outlook Negative --------------------------------------------------------------- Fitch Ratings has affirmed PBF Logistics LP's Long-Term Issuer Default Rating at 'BB-'. Fitch has also affirmed rating of the senior secured revolver at 'BB'/'RR1' and the unsecured notes at 'BB-'/'RR4'. The notes are co-issued by PBF Logistics Finance Corporation, which also has unsecured notes affirmed at 'BB-'/'RR4'. The Rating Outlook remains Negative. The rating reflects the partnership's strong operational ties with PBF Holding Company LLC (PBF Holding; BB/Negative), its affiliate and primary counterparty. PBF Holding's activities significantly impact PBFX's economic performance as PBFX derives a substantial portion of its revenues (approximately 84% for LTM June 2020) from PBF Holding. Fitch expects this to continue in the near to intermediate term and believes PBF Holding is the primary driver behind PBFX's ability to service its debt obligations. The ratings also take into account Fitch's concern of leverage being higher than previous estimates should the duration of the current downturn continue for an extended period, although supported by fee-based contracts that limit commodity exposure and provide some volume protection through minimum volume commitments (MVC). The rating and Negative Outlook reflect the rating of PBF Holding. The Negative Outlook reflects the sharp deterioration in refining conditions stemming from the coronavirus pandemic and the risks that are specific to the company's business profile, including high exposure to gasoline markets. Although Fitch recognizes that PBF Holding and PBFX have taken some constructive actions to preserve their liquidity, industry conditions remain weak and may present an outsized event risk should there be an operating, production or financial issue at PBF Holding if the current downturn prolongs, considering PBFX's heavy dependence on PBF Holding. The Negative Outlook for PBF Holdings could be removed if conditions normalize and liquidity has not been materially compromised. KEY RATING DRIVERS Counterparty Concentration Risk: PBFX derives approximately 80%-90% of its revenues from its affiliate PBF Holding. PBF Holding is expected to continue to be the partnership's largest customer in the near to intermediate term, as PBFX provides PBF Holding with critical logistics assets that support its operations. Fitch typically views midstream service providers like PBFX with single-counterparty concentration as having exposure to outsized event risk, should there be business or operational issues at PBF Holding whereby throughput volumes at PBFX's facilities will be significantly reduced, adversely impacting cash flows and distributions. The economic slowdown due to the coronavirus pandemic has led to material demand destruction of gasoline and other refined products, a driving force of PBF Holding's refinery utilization cutbacks. The likelihood of developing any additional capacity at PBFX caused by decreased throughput to service third party customers could require substantial capex. As such, PBFX is subject to the operational, business and financial risks of PBF Holding. PBF Holding is under no contractual obligation to supply additional volume beyond MVCs. In the absence of expansion of the asset portfolio to service more third-party customers, volume growth is dependent on PBF Holding, and could limit future growth of the partnership. Impact of Coronavirus: The material reduction in gasoline demand since the onset of the coronavirus pandemic is likely to result in significantly lower refinery margins as well as lower utilization rates. PBF Holdings ran its six refineries at an average 70% capacity during 2Q20. Management expects this utilization rate to continue until there is sustained demand. PBFX has taken credit supportive measures to enhance liquidity that includes limiting 2020 capital spending, reducing operating expenses and corporate overhead, and cutting the quarterly dividend by 42%. Management stated it plans to utilize excess cash flow for deleveraging. Modest Size and Scale: The partnership is geographically diversified, with presence in four Petroleum Administration for Defense Districts', although most of the assets and operations are concentrated on the East Coast. Fitch views this operational concentration and EBITDA of approximately $200 million makes PBFX vulnerable to weak East Coast margins should there be an outsized event or slowdown in the region's refining market. The impact of the coronavirus pandemic is likely to drive significantly lower margins at refineries resulting in lower utilization rates. Consistent Cash Flow: PBFX's operations are underpinned by long-term, take-or-pay contracts with PBF Holding, with an approximate seven-year weighted average contract life. PBFX's provides services at fixed fee (including inflation escalators and certain increases in operating costs) with MVCs, limiting PBFX's commodity price sensitivity and providing some volumetric downside protection. Corporate Family Relations: PBFX is operationally and strategically integral to PBF Holding as PBFX supports it with critical infrastructure. PBF Holding is the fourth largest independent refiner in the U.S. and its parent, PBF Energy Company LLC holds 100% of the general partners and 48.2% of limited partner interests in PBFX. Midstream growth has been a key component of PBF's strategy. As such, PBF has been supporting growth at PBFX with drop down transactions, completing five drop-down transactions since inception. PBFX also retains a 10-year right of first offer to purchase certain logistics assets owned by PBF Holding in the event PBF disposes, sells or transfers those assets. Given that PBF directly benefits from the sustainable growth of PBFX through its ownership, Fitch believes that PBFX will continue to benefit from support from PBF Energy. Parent Subsidiary Linkage: Fitch determines that parent-subsidiary relationship does not exist between PBFX and PBF Holdings, since PBFX and PBF Holding are affiliated entities. While PBFX is rated based on its standalone credit profile, Fitch believes there is strong linkage between the entities. PBFX is operationally integral to PBF Holding's core business, providing critical midstream logistics infrastructure. PBFX has a separate Board of Directors, file separate financial statements, and each company's debt is non-recourse to the other. Despite these provisions, PBFX's rating reflects linkage to PBF Holding because of the significant customer and cash flow concentration. Potential Conflict of Interest: PBFX's parent company, PBF Energy, which owns and controls the general partners of the partnership is required to act in good faith, but is not held to the same level of fiduciary laws were PBFX to be organized as a standard C-Corp. As such, PBF Energy plays an important role in a wide variety of actions at PBFX, which may have a bearing on the credit quality of PBFX, whether positive, negative or neutral. ESG Considerations: PBFX has a relevance score of 4 for Group Structure as even with its simplification, it still possesses complex group structure, with significant related party transactions. This has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. DERIVATION SUMMARY PBFX's ratings reflect relatively leverage and conservative financial profile of the partnership supported by long term fee-based contracts that limit commodity price exposure and provide some volume protection through minimum volume commitments. This is offset in part by PBFX's limited size and scale. The partnership is geographically well diversified with assets in four PADD's, but approximately 55%-60% of EBITDA is generated from assets in the East Coast (Delaware and Paulsboro, NJ). Although PBFX's assets are integral to PBF Holding's refining operations, the heavy dependence on PBF Holding could present an outsized event risk should there be an operating, production or financial issue at PBF Holding. PBFX's leverage is strong for its rating category. Generally, Fitch targets leverage (total debt/adjusted EBITDA) for 'BB-' rated midstream issuers in the 5.0x-5.5x range. Fitch expects PBFX's leverage to be between 3.4x-3.6x for YE 2020. Scale and the significant exposure to PBF Holding are limiting factors to PBFX's ratings. Leverage is lower than MPLX (BBB/Negative), with Fitch expecting MPLX's leverage of roughly 4.8x-5.2x for YE 2020, declining to 4.2x to 4.7x by the end of 2021. However, MPLX is significantly larger and more diverse from a geographic, operating business line, and counterparty exposure perspective, which warrants the difference in IDRs between the entities. Relative to a 'BB-' rated peer like NuStar (NS; BB-/RWN), PBFX has better leverage, but significantly smaller scale of operations. NuStar does not have customer concentration like PBFX does. KEY ASSUMPTIONS Fitch's Key Assumptions Within its Rating Case for the Issuer -- Fitch utilized its West Texas Intermediate (WTI) oil price deck of $32/bbl in 2020, $42/bbl in 2021, $50/bbl in 2022 and $52/bbl thereafter; -- Throughput expected to be reduced in 2020 and gradually returning to normalized levels over the forecast period, aligned with Fitch estimates for PBF Holding; -- Growth in the storage segment supported by contango market for crude and limited end-user demand for refined products in 2020; -- Capex spending in 2020 in line with management guidance; -- Distribution is held at current levels through 2020 and is subsequently restored to prior levels; -- No asset sales or equity issuance assumed. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Increase in size and scale, indicated by EBITDA (Fitch defined) above $300 million, in so far as any drop downs from PBF Holding are done in a pattern similar to that in the past, while maintaining leverage (total debt/ adjusted EBITDA) at or below 5.0x and Distribution Coverage above 1.0x on a sustained basis. -- Favorable rating action at PBF Holding may lead to positive rating action for PBFX, provided the factors driving a rating change at PBF Holding have benefits that accrue to the credit profile of PBFX. -- As and when PBFX demonstrates a move towards further insulation from its reliance on PBF Holding, such that third party revenues contribute at least 30% of total revenues with credit metrics remaining within sensitivities, Fitch may consider a separation between the IDR's of PBF Holding and PBFX and/ or revising the Outlook to Stable. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Leverage (total debt/adjusted EBITDA) above 5.5x and/or Distribution Coverage below 1.0x on a sustained basis. -- Negative rating action at PBF Holding will negatively impact action at PBFX. -- Material change to contractual arrangement or operating practices with PBF Holding that negatively impacts PBFX's cash flow or earnings profile. -- Increases in capital spending beyond Fitch's expectation that have negative consequences for credit profile (e.g. if not funded with a balance of debt and equity). 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 in Near Term: As of June 30, 2020, PBFX had approximately $269 million in available liquidity. Cash on the balance sheet was $21.6 million, in addition to the $247 million available under the $500 million senior secured revolver. The revolver includes a $75 million sub-limit for standby letters of credit and a $25 million sub-limit for swing-line loans. PBFX had letters of credit of $4.9 million outstanding under the revolver. The partnership's liquidity in the near term is considered to be adequate. The revolver may be increased by an aggregate amount of $250 million, subject to lender's consent. It is secured by a first-priority lien on the asset of PBFX and its restricted subsidiaries that are joint and several guarantors under the facility. The bank agreement for the revolver has three financial covenants: minimum consolidated interest coverage ratio is at least 2.5x, consolidated total leverage ratio which cannot exceed 4.5x and consolidated senior secured leverage ratio cannot exceed 3.5x. As of June 30, 2020, PBFX was in compliance with its covenants and Fitch expects PBFX to maintain compliance with its covenants in the near term. PBFX also has $525 million unsecured notes due 2023 which are co-issued by PBF Logistics Finance Corp, a wholly owned subsidiary of PBFX. The notes are guaranteed on a senior unsecured basis by all the subsidiaries of PBFX. In addition, PBF LLC, the general partner provides limited guarantee to the notes for the collection of principal amounts, but is not subject to the covenants governing the notes. Debt Maturity Profile: PBFX does not have debt maturities until 2023. The revolver matures on July 30, 2023 and may be extended for one year up to two occasions. The 2023 notes mature on May 15, 2023. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch has made no material adjustments that are not disclosed within the partnership's filings. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS Rating is linked to the rating of PBF Holding Company LLC. ESG CONSIDERATIONS PBF Logistics LP: Group Structure: 4 PBFX has a relevance score of 4 for Group Structure as even with its simplification, it still possesses complex group structure, with significant related party transactions. This has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. Except for the matters discussed, the highest level of ESG credit relevance, if present, is a score of 3 - ESG issues are credit neutral or have only a minimal credit impact on the entity(ies), either due to their nature or the way in which they are being managed by the entity(ies). PENSAR ACADEMY: S&P Rates 2020 Education Revenue Bonds 'BB-' ------------------------------------------------------------ S&P Global Ratings assigned its 'BB-' long-term rating to the Arizona Industrial Development Authority's series 2020 education revenue bonds (par amount of approximately $6.55 million), issued for Pensar Academy (Pensar). The outlook is stable. S&P assessed Pensar's enterprise profile as vulnerable, characterized by its limited operating history; small, albeit growing, enrollment base; solid retention rate; sound academics; and stable management team. The rating agency assessed Pensar's financial profile as vulnerable, with a high pro forma maximum annual debt service (MADS) burden and high debt per student, small operating base, and slim reserves to debt. The underlying rating reflects S&P's view of the school's: -- Limited operating track record with the school in operation since 2017, albeit with a solid record of enrollment growth, student retention, and academic performance since opening; -- Small enrollment base with a maximum facility capacity of 300 students following the planned expansion; -- The school's high pro forma MADS burden and highly leveraged balance sheet; -- Lack of board independence and diversity, and small board membership, although plans call for an increase in the size of the board; and -- Risk, as with all charter schools, that the school can be closed for nonperformance of its charter or for financial distress before the final maturity of the bonds. Factors somewhat offsetting the above weaknesses include: -- Favorable location in the Phoenix area, sound academic results, and a unique project-based learning curriculum; -- Modest days' cash on hand at 79 at the end of fiscal 2019, which management expects to improve at fiscal year-end 2020 to about 120 days; and -- Acceptable pro forma MADS coverage at 1.38x at fiscal year-end 2019. Pensar Academy opened in August 2016, operating in leased facilities, serving students in grades 4 through 8. During 2017, the school moved to its current charter school facility, which it is purchasing from the proceeds of the series 2020 debt. The academy's lone school site is in Phoenix, Ariz., with 247 enrolled students in fiscal 2020. The school uses a blended learning model comprising three approaches: direct instruction, online learning, and project-based learning (PBL). In S&P's view, Pensar is exposed to elevated health and safety social risk, as COVID-19-related social distancing is affecting the state's tax revenues, and the school's primary source of revenue is state per pupil revenue. In addition, S&P believes Pensar's governance risk is also above sector norms, given the current board's small membership, and lack of independence and diversity. The rating agency believes the school's environmental risk is in line with its view of the sector as a whole. "The stable outlook reflects our anticipation that the 2020 project will be successfully executed, and will result in the intended 20% increase in enrollment necessary to sustain lease-adjusted MADS coverage at levels commensurate with the current rating, and that the school will continue to sustain at least its current cash position at modest levels," said S&P Global Ratings credit analyst Peter Murphy. S&P could lower the rating if enrollment, MADS coverage, or liquidity deteriorate from current assessment levels. Although S&P thinks that the school has taken proactive steps to address COVID-19 and that management understands the virus to be a global risk, the rating agency could consider a negative rating action during the outlook period should unforeseen pressures related to the pandemic materially affect the school's demand, finances, or the school's trajectory. S&P considers a positive rating action within its outlook period unlikely given the current economic climate. It believes that financial and operational pressures caused by COVID-19 and the recession constrain the rating at this time. Beyond its outlook period, S&P could consider a higher rating if the school demonstrates a trend of materially improved liquidity and financial margins to improve coverage levels, and increases board membership and diversity, while increasing enrollment and maintaining its solid student retention and academic results. PERMCLIP PRODUCTS: CIR Electrical Objects to Disclosure Statement ----------------------------------------------------------------- CIR Electrical Construction Corp. ("CIR"), submitted an objection to approval of the First Amended Chapter 11 Small Business Plan Incorporating Disclosure Statement of Permclip Products Corporation. CIR points out that the Debtor failed to commence an adversary proceeding, which is a procedural requirement to determine the validity of cir's mechanic's lien. According to CIR, the Debtor failed to commence an adversary proceeding in this case in order to determine the validity of CIR's Mechanic's Lien, thus ignoring the relevant procedural rules. CIR asserts that the Debtor failed to follow the required procedure and, therefore, is not entitled to a determination affecting CIR's Mechanic's Lien simply by declaring CIR's Mechanic’s Lien to be invalid in its Disclosure Statement. CIR complains that the Debtor failed to commence an adversary proceeding, as required. The Debtor’s treatment of CIR's Mechanic's Lien as invalid, therefore, is not binding, and CIR's Mechanic's Lien cannot be avoided on the basis of the unilateral and conclusory assertions in the Disclosure Statement. CIR'S mechanic's lien meets – and exceeds – the requirements of lien law Sec. 9(7). CIR points out that the Debtor failed to make payment to CIR, leaving a balance due and owing to CIR in the amount of $203,007. According to CIR, the Disclosure Statement incorrectly states that CIR's Mechanic's Lien is invalid pursuant to NY Lien Law Section 9(7). CIR asserts that the Debtor not only attempts to unilaterally declare the invalidity of four liens, but proposes preferential treatment for A.J. Roth -- whose lien used the same address and SBL number as CIR, Allied Alarm Services Inc., Kimil Co., and Cudney & Co., LLC. CIR complains that the Disclosure Statement states that if the Debtor were to secure an order determining that CIR does not have an allowed secured claim, then any lien claimed by CIR shall be deemed avoided. Attorneys for CIR Electrical Construction Corp.: Daniel E. Sarzynski, Esq. RUPP BAASE PFALZGRAF CUNNINGHAM LLC Office and Post Office Address 1600 Liberty Building Buffalo, New York 14202-3694 Telephone: (716) 854-3400 E-mail: sarzynski@ruppbaase.com About Permclip Products Permclip Products Corporation -- http://www.permclip.com/-- is a manufacturer of file folder fasteners and filing accessories for the office products industry. The Company uses a thermoplastic resin fusion system that permanently embeds the non-woven fabric overlay deep into the fibers of the folder, locking onto the cellulose pulp fibers. The Company was founded in Buffalo, New York in 1971. Permclip Products filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 19-11423) on July 17, 2019. As of the time of filing, the Debtor was estimated to have up to $50,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Hon. Carl L. Bucki. Arthur G. Baumeister, Jr., Esq., of BAUMEISTER DENZ LLP, is the Debtor's counsel. PERMCLIP PRODUCTS: U.S. Trustee Objects to Plan & Disclosure ------------------------------------------------------------ William K. Harrington, the United States Trustee for Region 2, objects to the Amended Plan of Reorganization incorporating Disclosure Statement filed by Debtor Permclip Products Corporation. The United States Trustee points out that the Debtor must provide more meaningful information regarding its financial performance during its chapter 11 proceeding. The United States Trustee claims that the Debtor provides no meaningful financial projections. The Debtor should provide pro forma financial statements so creditors can evaluate the Debtor's ability to make payments under the Plan. The U.S. Trustee asserts that the Debtor provides no meaningful information as to Mr. Corey and his ability and willingness to operate the Debtor. The Plan proposes to pay some secured claims over twenty years. No information is provided as to whether Mr. Corey can be expected to operate the Debtor for this long. The U.S. Trustee further asserts that the Debtor should explain the role of each shareholder in the Debtor's business. The Debtor should address whether the shareholders approved this bankruptcy filing and approved the Plan. According to the Office United States Trustee's records the Debtor's many insurance policies were scheduled to expire June 28, 2020. The Debtor's failure to maintain appropriate insurance constitutes cause to dismiss or convert this case pursuant to 11 U.S.C. Sec. 1112(b)(4)(C). The Court should not confirm the Plan unless the Debtor provides proof of adequate insurance. A full-text copy of the United States Trustee's objection dated July 2, 2020, is available at https://tinyurl.com/y7mynhag from PacerMonitor at no charge. About Permclip Products Permclip Products Corporation -- http://www.permclip.com/-- is a manufacturer of file folder fasteners and filing accessories for the office products industry. The Company uses a thermoplastic resin fusion system that permanently embeds the non-woven fabric overlay deep into the fibers of the folder, locking onto the cellulose pulp fibers. The Company was founded in Buffalo, New York in 1971. Permclip Products filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 19-11423) on July 17, 2019. As of the time of filing, the Debtor was estimated to have up to $50,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Hon. Carl L. Bucki. Arthur G. Baumeister, Jr., Esq. of BAUMEISTER DENZ LLP is the Debtor's counsel. PG&E CORP: Wildfire Victims Bid to Review Votes Denied ------------------------------------------------------ Law360 reports that a California bankruptcy judge has denied a request by wildfire victims to have an examiner look into the vote to approve PG&E's Chapter 11 plan, saying the fire victims' committee has already investigated and found the vote valid. In a ruling, U.S. Bankruptcy Judge Dennis Montali said the committee's investigators determined that counting every possible defective or duplicated ballot as a "no" vote would not have changed the outcome. Appointment of an examiner would be futile, the judge ruled. About PG&E Corp. PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. Morrison & Foerster LLP, is special regulatory counsel. Munger Tolles & Olson LLP, is special counsel. The Office of the U.S. Trustee appointed an official committee of creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. PG&E announced July 1, 2020, that it has emerged from Chapter 11 bankruptcy, successfully completing its restructuring process and implementing PG&E's Plan of Reorganization that was confirmed by the United States Bankruptcy Court on June 20, 2020. PIER 1 IMPORTS: Buyer to Launch E-Commerce Biz. This Month ---------------------------------------------------------- The Dallas Morning News reports that the new owners of Pier 1 Imports say they’re preparing to launch a new e-commerce business under the 58-year-old brand’s name in late August. The sale of Pier 1 Imports, announced earlier in July, was approved in bankruptcy court at the end of July 2020 to Retail Ecommerce Ventures, a company co-owned by social media influencer Tai Lopez and former NASA scientist Alex Mehr. The investors paid $31 million for Pier 1's intellectual property, which includes its trademark name, its data, including customer lists, and other assets related to e-commerce. Pier 1 had operations issues and came to the e-commerce business late, but its strengths were its in-house designers, its merchandisers and its longtime relationships with factories and artisans all over the world. Pier 1's early signature items were decorative patio wind chimes and wicker and rattan furniture, including papasan chairs. Then, for years, the retailer had success selling its own dinnerware, glassware, linens and decorative furniture and accessories. "We are currently evaluating and interviewing both past Pier 1 staff and new hires to help continue building the Pier 1 teams," Mehr said. The Fort Worth-based home furnishings retailer, which is winding down its bankruptcy, is still holding going-out-of-business sales at hundreds of stores, and that will continue well into the fall. About Pier 1 Imports Inc. Founded with a single store in 1962, Pier 1 Imports, Inc. -- 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 website, 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. PRECISION HOTEL: Plan to be Funded by Continued Business Operations ------------------------------------------------------------------- Precision Hotel Management Company filed with the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, a Plan of Reorganization and a Disclosure Statement on July 3, 2020. The Debtor is a corporation with Virginia Mitchell as the President and CEO. Virginia Mitchell holds 49% of the outstanding stock of the Debtor. Ms. Mitchell's husband, Wayne Mitchell, owned 51% on the date of filing. Wayne Mitchell passed away during the pendency of this case. The nature of Debtor's filing of this reorganization arose in 2019 from a matured Promissory Note with Centennial Bank (transferred account to PHM Clearwater, LLC). PHM holds a Promissory Note secured by three properties owned by the Debtor (212 South Hillcrest, 1385 Park Street, and 1770 N. Ft. Harrison Ave. The Centennial Note matured and Centennial filed an action for Foreclosure on the three properties. The suite was brought in Pinellas County, Florida with designated case number 19-001533-CI. At the time of filing the case PHM was owed approximately $786,225. The Debtor filed its bankruptcy case as its best chance to reorganize its debt. The Debtor was also behind on property taxes and several of the properties were in jeopardy of impending tax deed sales. The property taxes, PHM and all other creditors will be paid in full through the Debtor's Chapter 11 Plan of reorganization, which is filed concurrently with this Disclosure Statement. Class 13 General Unsecured Claims total $917.08, the Claim No. 6 filed by Capital One Bank. The Debtor will pay the total amount owed to Class 13 in full within 5 days of the effective date of the Plan. Class 14 Shareholders of the Debtor -- Virginia Mitchell and the Estate of Wayne Mitchell -- will only receive payment after all other classes are paid pursuant to Plan. The Debtor will fund payments through the Plan through the continued business operations of the Debtor. The rebuilding of the Debtor's business is essential to the Plan because the Plan contemplates payments over 60 months pursuant to secured creditors. The Debtor owns and operates 3 motels with various mall efficiencies and daily rental apartment that comprises 9 properties in Pinellas County Florida. The Debtor has a total of 51 units that are rented on a weekly basis. The Debtor plans on restricting the business along with the sale of properties: 121 South Hillcrest Avenue, Clearwater, FL 33756; 1385 Park Street, Clearwater, FL 33756; and 1770 N. Ft. Harrison Ave, Clearwater, FL 33755. A full-text copy of the Disclosure Statement dated July 3, 2020, is available at https://tinyurl.com/ybvo4phg from PacerMonitor at no charge. Attorney for the Debtor: Jake C. Blanchard, Esq. BLANCHARD LAW, P.A. 1501 S. Belcher Rd., 6B Largo, FL 33771 Tel: 727-531-7068 Fax: 727- 535-2086 E-mail: jake@jakeblanchardlaw.com About Precision Hotel Management Company Precision Hotel Management Company owns and operates 3 motels with various mall efficiencies and daily rental apartment that comprises 9 properties in Pinellas County Florida. It has at least 1,000 employees. Precision Hotel sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 19-08449) on Sept. 5, 2019. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million and liabilities of the same range. Judge Michael G. Williamson oversees the case. Blanchard Law, P.A., is the Debtor's legal counsel. PROTEUS DIGITAL: Morris James Represents Equity Security Holders ---------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Morris James LLP submitted a verified statement to disclose that it is representing the Ad Hoc Committee of Equity Security Holders in the Chapter 11 cases of Proteus Digital Health, Inc. As of Aug. 10, 2020, members of the Ad Hoc Committee and their disclosable economic interests are: Senior Preferred: Novartis Pharma AG Lichtstrasse 35 CH-4056, Basel Switzerland * Series E Preferred 2,586,207 shares Novartis Pharma AG Lichtstrasse 35 CH-4056, Basel Switzerland * Series F Preferred 1,637,931 shares Timothy Robertson 2719 Sequoia Way Belmont CA United States 94002 * Series F Preferred 4,067 shares Keymount Investments Limited 4112-19 Jardine House Central, Hong Kong * Series G Preferred 3,805,175 shares Common Shares: Markus Christen 425 Pinehill Road Hillsborough CA United States 94010 * Common 350,000 shares Timothy Robertson 2719 Sequoia Way Belmont CA United States 94002 * Common 123,755 shares * Common 93,243 shares Counsel for the Ad Hoc Committee of Preferred Equity Security Holders can be reached at: MORRIS JAMES LLP Eric J. Monzo, Esq. Brya M. Keilson, Esq. 500 Delaware Avenue, Suite 1500 Wilmington, DE 19801 Tel: (302) 888-6800 Fax: (302) 571-1750 E-mail: emonzo@morrisjames.com bkeilson@morrisjames.com - and - Sandra E. Mayerson, Esq. David Hartheimer, Esq. Mayerson & Hartheimer, PLLC 845 3rd Ave., 11th Floor New York, NY 10022 Tel: (646) 778-4380 E-mail: sandy@mhlaw-ny.com david@mhlaw-ny.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/sWcC3h and https://is.gd/gsZ2lR About Proteus Digital Health Proteus Digital Health, Inc., was founded in 2002 to research and develop Digital Medicines. It has developed and commercialized a service offering called Proteus Discover, a Digital Medicines solution. Proteus Digital Health sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-11580) on June 15, 2020. At the time of the filing, Debtor had estimated assets of between $100 million and $500 million and liabilities of between $50 million and $100 million. The Debtor tapped Goodwin Procter, LLP, as bankruptcy counsel; Potter Anderson & Corroon, LLP, as Delaware and conflicts counsel; SierraConstellation Partners, LLC, as financial advisor; and Kurtzman Carson Consultants, LLC, as notice and claims agent and administrative advisor. PSYCHAMERICA BEHAVIORAL: Sept. 8 Plan & Disclosure Hearing Set -------------------------------------------------------------- On June 22, 2020, the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, held a hearing to consider the motion of Debtor Psychamerica Behavioral Services LLC to Combine Disclosure Statement and Confirmation Hearing. On July 3, 2020, Judge Karen S. Jennemann granted the motion and ordered that: * The Disclosure Statement is conditionally approved. * Sept. 8, 2020 at 2:00 p.m. in Courtroom A, Sixth Floor, of the United States Bankruptcy Court, 400 West Washington Street, Orlando, Florida is the hearing by video to consider the disclosure statement and to conduct a confirmation hearing. * Creditors and other parties-in-interest will file with the clerk their written acceptances or rejections of the plan (ballots) no later than seven days before the date of the Confirmation Hearing. * Any party objecting to the disclosure statement or confirmation of the plan shall file its objection no later than seven days before the date of the Confirmation Hearing. A copy of the order dated July 3, 2020, is available at https://tinyurl.com/ybwackml from PacerMonitor at no charge. About Psychamerica Behavioral Services Psychamerica Behavioral Services LLC is a mental health service provider in Central Florida doing business as Big Bear Behavioral Health. Psychamerica Behavioral Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-07902) on Dec. 2, 2019. In the petition signed by Max R. Magnasco, managing member, the Debtor was estimated to have assets under $50,000 and liabilities under $1 million. The Debtor is represented by Aldo G. Bartolone, Jr., Esq. at Bartolone Law, PLLC. QUORUM HEALTH: Joint Prepackaged Plan Confirmed by Judge -------------------------------------------------------- Judge Karen B. Owens has entered findings of fact, conclusions of law and order approving the Disclosure Statement and confirming the Joint Prepackaged Chapter 11 Plan of Reorganization of Quorum Health Corporation and its debtor affiliates. The Plan has been proposed in good faith and not by any means forbidden by law. In so determining, the Bankruptcy Court has examined the totality of the circumstances surrounding the filing of the chapter 11 cases, the Plan, the Restructuring Support Agreement, the process leading up to Confirmation of the Plan, including the extensive, good faith, and arm's-length negotiations among the Debtors and the majority of their Holders of Claims and Interests, the overwhelming support of Holders of Claims entitled to vote on the Plan, and the transactions to be implemented pursuant thereto. The Plan is the product of extensive, good faith, and arm's-length negotiations among the Debtors and certain of the principal constituencies, including the Consenting First Lien Lenders and the Consenting Noteholders. The Debtors have disclosed all material facts regarding the Plan, the Plan Supplement, and the adoption, execution, and implementation of the other matters provided for under the Plan involving corporate action to be taken by or required of the Debtors. A full-text copy of the order dated June 30, 2020, is available at https://tinyurl.com/y7k45pu5 from PacerMonitor at no charge. About Quorum Health Corporation Headquartered in Brentwood, Tennessee, Quorum Health (NYSE: QHC) --http://www.quorumhealth.com/-- is an operator of general acute care hospitals and outpatient services in the United States. Through its subsidiaries, the Company owns, leases or operates a diversified portfolio of 24 affiliated hospitals in rural and mid-sized markets located across 14 states with an aggregate of 1,995 licensed beds. The Company also operates Quorum Health Resources, LLC, a leading hospital management advisory and consulting services business. Quorum Health incurred net losses attributable to the company of $200.25 million in 2018, $114.2 million in 2017, and $347.7 million in 2016. As of Sept. 30, 2019, Quorum Health had $1.52 billion in total assets, $1.72 billion in total liabilities, $2.27 million in redeemable non-controlling interest, and a total deficit of $203.36 million. On April 7, 2020, Quorum Health Corporation and 134 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10766) to seek confirmation of a pre-packaged plan. Debtors hired McDermott Will & Emery LLP and Wachtell, Lipton, Rosen & Katz as legal counsel, MTS Health Partners, L.P. as financial advisor, and Alvarez & Marsal North America, LLC. as restructuring advisor. Epiq Corporate Restructuring, LLC, is the claims agent, maintaining the Web site https://dm.epiq11.com/Quorum RADIO CANTICO: Unsecured Creditors to Get 5% Dividend in Plan ------------------------------------------------------------- Radio Cantico Nuevo, Inc., submitted a Plan and a Disclosure Statement. Class III (Unsecured Claims) will consist of the claims of general unsecured creditors in the Debtors' case totaling approximately $575,099. The Debtor propose to pay a 5% dividend of their allowed claims in 60 equal monthly installments commencing on the Effective Date of the Plan. The Plan will be financed from continued and developing business operations, sublease payments, donations, funds accumulated on the Debtor's DIP account from the date of the petition, and with regard to the Debtor's principal's new value contribution, from personal funds of the Debtor's principals. A full-text copy of the Disclosure Statement dated July 1, 2020, is available at https://tinyurl.com/y744eaz7 from PacerMonitor.com at no charge. Attorney for Debtor Radio Cantico Nuevo, Inc.: ALLA KACHAN, ESQ. 3099 Concy Island Ave, 3rd Floor Brooklyn, NY 11235 Tel: (718) 513-3145 Fax: (347) 342-315 E-mail: alla@kachanlaw.com About Radio Cantico Nuevo Radio Cantico Nuevo filed a voluntary Chapter 11 petition (Bankr. E.D. N.Y. Case No. 19-47051) on November 21, 2019, listing under $1 million in both assets and liabilities, and is represented by Alla Kachan, Esq., at the Law Offices of Alla Kachan, P.C. REMINGTON OUTDOOR: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------------- The U.S. Bankruptcy Administrator for the Northern District of Alabama appointed a committee to represent unsecured creditors in the Chapter 11 cases of Remington Outdoor Company, Inc. and its affiliates. The committee members are: 1. Pension Benefit Guaranty Corporation Attn: Cavan Wilk 1200 K Street NW Washington, DC 20005 wilk.cavan@pbgc.gov 2. Arkansas Economic Development Commission Attn: Jennifer Emerson 1 Commerce Way, Suite 601 Little Rock, AR 72202 jemerson@arkansasedc.com 3. Safari Classics Productions Attn: Tim Danklef 5206 McKinney Ave, Ste 101 Dallas, TX 75205 Safariclassics@mac.com 4. Qiqihar Hawk Industries Co., Ltd. Attn: ASK LLP c/o Edward Neiger Esq. 151 W. 46th St, 4th Fl New York, NY 10036 eneiger@askllp.com 5. Dasan USA, Inc. Attn: Ivan Moon 2400 Main St NW Duluth, GA 30097 ivan.moon@dasan-usa.com sul.kim@akerman.com 6. Die-Namic Inc. Attn: Robert Bologna 7565 Haggerty Rd Belleville, MI 48111 robertbologna@die-namic.com 7. G&R Manufacturing Attn: Robert Haversat 190 Sheridan Drive Naugatuck, CT 06770 rhaversat@grmanufacturing.com 8. Amark Engineering & Mfg., Inc. Attn: Randy J. Humphrey 203 Main St SW Gravette, AR 72736 randy@amarkeng.com 9. Art Guild of Philadelphia, Inc. dba Art Guild Inc. Attn: Anita Machhar and Thomas Iacovone 300 Wolf Drive West Deptford, NJ 08086 amachhar@artguildinc.com tiacovone@artguildinc.com 10. A.M. Castle & Co., dba Castle Metals Attn: Ed Quinn 1420 Kensington Rd, Suite 220 Oak Brook, IL 60523 equinn@amcastle.com 11. St. Marks Powder, Inc. Attn: Elaine Mills 11399 16th Ct N, Suite 200 St Petersburg, FL 33716 Elaine.Mills@gd-ots.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Remington Outdoor Company Remington Outdoor Company, Inc. and its affiliates are manufacturers of firearms, ammunition and related products for commercial, military, and law enforcement customers throughout the world. They operate seven manufacturing facilities located across the United States. The companies' principal headquarters are located in Huntsville, Alabama. Remington Outdoor Company and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Lead Case No. 20-81688) on July 27, 2020. At the time of the filing, Debtord disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Clifton R. Jessup Jr. oversees the cases. Debtors have tapped O'Melveny & Myers LLP as their bankruptcy counsel, Burr & Forman LLP as local counsel, M-III Advisory Partners LP as financial advisor, Ducera Partners LLC as investment banker, and Prime Clerk LLC as notice, claims and balloting agent. RENAISSANCE HEALTH: Unsecureds to Get $25,000 From GDS Sale ----------------------------------------------------------- Renaissance Health Publishing, LLC d/b/a Renown Health Products, submitted an Amended Disclosure Statement to its Plan of Liquidation. The Debtor, Mr. DiGeorgia, and FTC negotiated a settlement to resolve the FTC's allegations and claims that the Debtor violated Sections 5 and 12 of the FTC Act. On November 20, 2019, the Debtor filed the Motion to Approve Stipulation and Compromise, which was approved by Order of this Court on Dec. 18, 2019. Pursuant to the Settlement, it was agreed that a consent order would be filed in the District Court for the Southern District of Florida. The consent order imposes injunctive relief to prevent the recurrence of the alleged unlawful conduct, and imposes certain record-keeping and reporting requirements on the Debtor and Mr. DiGeorgia. The Consent Order also enters a monetary judgment in the amount of $3,934,000 in favor of the Commission against the Debtor and Mr. DiGeorgia, jointly and severally, as equitable monetary relief, which will be suspending, subject to certain provisions, as set forth in Sections VII and VIII of the Stipulated Order ("Suspended Monetary Judgment"). Specifically, the Debtor and its principal, Mr. DiGeorgia have provided to the FTC certain financial statements and documents, and agree that the Suspended Monetary Judgment shall be reinstated, and become immediately due, if the FTC determines that the Debtor or its principal Mr. DiGeorgia failed to disclose any material asset, materially misstated the value of any asset, or made any other material misstatement or omission in the financial statements provided to the FTC. The Debtor, or Mr. DiGeorgia, will pay to the FTC the total amount of $100,000) (the "FTC Settlement Amount") resolving the matters between the Debtor, Mr. DiGeorgia, and the FTC, in District Court, in the following manner: $25,000 within 7 days of the entry of the Consent Order, and three additional payments of $25,000 will be made 30, 60, and 90 days after entry of the Consent Order. The Debtor further agrees that the remaining unpaid balance of the Suspended Monetary Judgment shall be nondischargeable in bankruptcy. Sale of Substantially All Assets On February 10, 2020, the Debtor field an amended motion to sell substantially all of its assets to Golden Developing Solutions, Inc. (the "Purchaser") for the amount of $285,000, subject to higher and better offers, and outside the ordinary course of business, free and clear of all liens, claims, encumbrances, and interests, with liens, claims, and encumbrances to attach to the proceeds (the "Sale Motion"). The Sale Motion was approved by order of the Court entered on Feb. 26, 2020 after a hearing on the Sale Motion and the Limited Objection filed by the FTC and the Objection filed by the UST. Due to recent marketing efforts and funding for a new supplement product line, the Debtor requires an immediate influx of cash in order to operate. Though the Debtor believes that its long-term prospects are favorable, in the short-to-medium-term, the Debtor cannot continue to operate without new funding, and believes that the sale of the assets is the most favorable outcome for its creditors. The sale price for the assets was approximately $285,000, consisting of $100,000 to the FTC, $110,000 to EIN, $25,000 to holders of allowed general unsecured claims, and approximately $50,000 for allowed administrative expenses. The purchaser will continue the Debtor's privacy policy, currently in effect. The Debtor will, post-closing, have access to customer information for the limited purpose of compliance with the Consent Order entered into between the FTC and the Debtor. As of the date of the filing of this Disclosure Statement, the closing of the sale of the Debtor’s assets has not yet occurred and the Purchaser has filed a motion to amend the Sale Order, reducing the price so that only $5,000 is paid to administrative expense claimants and general unsecured creditors. [ECF 228]. Former counsel for the Debtor Furr Cohen P.A. filed an objection to that motion on July 1, 2020 [ECF 233] and the Debtor will be filing a joinder. The motion is pending as of the date of the filing of this Disclosure Statement. Unsecured Claims Class 3 Allowed General Unsecured Claims consists of the allowed claims of the general unsecured creditors of the Debtor. The Debtor estimates the aggregate amount of Class 3 general unsecured claims totals approximately $153,084. The Debtor estimates that if this case were converted to a Chapter 7 case, the holders of Class 3 Claims would not receive any distributions. If the Debtor's Plan is confirmed, holders of Allowed general unsecured claims shall share in a pro rata Distribution of $25,000 from the Sale Proceeds. These payments shall be in full satisfaction, settlement, release, and extinguishment of their respective Allowed Claims. Class 3 Claims are impaired and each Class 3 Claimholder is entitled to vote to accept or reject the Plan. Class 4 Equity Interests will be cancelled and each holder of an Allowed Class 4 Claim shall not receive any property or distribution on account of such Equity Interest. All payments as provided for in the Debtor;s Plan shall be funded by the Debtor’s Cash on Hand, any operating income, recovered receivables, and the Sale Proceeds, unless otherwise stated. The Debtor believes that this Plan is in the best interest of creditors as the Debtor is in the process of liquidating its assets without the expense of a chapter 7 trustee and the additional expense of the trustee’s professionals. General unsecured claimants will receive $25,000 as opposed to zero, which would occur in a hypothetical chapter 7. The Debtor believes there is minimal risk to the creditors if the Plan is confirmed as the Debtor's Cash on Hand, any operating income, recovered receivables, and the Sale Proceeds will be sufficient to satisfy the Plan payments. On or as of the Effective Date, the Plan will be implemented and the Debtor will carry out all of the obligations and responsibilities required under the Plan, including the execution and delivery of all documentation contemplated by the Plan. The Debtor shall continue to exist after the Effective Date as a separate corporate entity with all assets revesting in the Debtor and with all powers of limited liability companies under the laws of the State of Florida and without prejudice to any right to alter or terminate such existence (whether by merger, dissolution, or otherwise) under Florida law. Upon the entry of the Confirmation Order, subject to the occurrence of the Effective Date, the Liquidated Debtor may take all actions necessary to wind down the affairs of the Debtor without further supervision of the Court, subject to the terms and conditions of this Plan and subject to Fl. Stat. 607.1405. The Liquidated Debtor shall be administratively dissolved after the later of (a) the Effective Date or (b) upon performing all actions necessary to wind down their businesses and administrate the liquidated assets, including those actions enumerated in Fl. Stat. 607.1405. The Purchaser will continue to operate the Debtor's business in substantially the same manner as was done previously. For example, the business will continue to be operated as "Renown Health Products," the same products will be continued to be sold, and the same employees will remain. The Debtor's Privacy Policy will also remain in place. Stavros Triant will be the president of the new operating entity to be established by the Purchaser. A full-text copy of the Amended Disclosure Statement dated July 1, 2020, is available at https://tinyurl.com/y9qpmzq2 from PacerMonitor.com at no charge. Counsel for the Debtor: Wernick Law, PLLC Aaron A. Wernick, Esq. Florida Bar No. 14059 2255 Glades Road, Suite 324A Boca Raton, Florida 33431 Tel: (561) 961-0922 Fax: (561) 431-2474 E-mail: awernick@wernicklaw.com About Renaissance Health Renaissance Health Publishing, LLC, doing business as Renown Health Products, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 19-13729) on March 22, 2019, disclosing under $1 million in both assets and liabilities. The Debtor tapped Aaron A. Wernick, Esq., at Furr Cohen, P.A., as bankruptcy counsel, and Schneider Rothman IP Law Group, as special counsel. REVLON CONSUMER: Incurs $125.2 Million Net Loss in Second Quarter ----------------------------------------------------------------- Revlon Consumer Products Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q, disclosing a net loss of $125.2 million on $347.6 million of net sales for the three months ended June 30, 2020, compared to a net loss of $62.5 million on $570.2 million of net sales for the three months ended June 30, 2019. For the six months ended June 30, 2020, the Company reported a net loss of $337.4 million on $800.6 million of net sales compared to a net loss of $136 million on $1.12 billion of net sales for the six months ended June 30, 2019. As of June 30, 2020, the Company had $3.14 billion in total assets, $1.25 billion in total current liabilities, $2.97 billion in long-term debt, $170.6 million in long-term pension and other post-retirement plan liabilities, $152.3 million in other long-term liabilities, and a total stockholders' deficiency of $1.41 billion. Revlon said, "The ongoing COVID-19 pandemic has had a significant adverse effect on the Company's business around the globe, which could continue for the foreseeable future. After China began reporting on the spread of the COVID-19 coronavirus in early 2020, there have been approximately 15 million cases of the COVID-19 coronavirus globally and it has contributed to over a half a million deaths worldwide, according to data from the World Health Organization. The COVID-19 pandemic has adversely impacted net sales in all major commercial regions that are important to the Company's business. COVID-19's adverse impact on the global economy has contributed to significant and extended quarantines, stay-at-home orders and other social distancing measures; closures and bankruptcies of retailers, beauty salons, spas, offices and manufacturing facilities; increased levels of unemployment; travel and transportation restrictions leading to declines in consumer traffic in key shopping and tourist areas around the globe; and import and export restrictions. These adverse economic conditions have resulted in the general slowdown of the global economy, in turn contributing to a significant decline in net sales within each of the Company's reporting segments and regions." A full-text copy of the Form 10-Q is available for free at: https://is.gd/iJDuyV About Revlon Revlon, Inc. (together with its subsidiaries) conducts its business exclusively through its direct wholly-owned operating subsidiary, Revlon Consumer Products Corporation, and its subsidiaries. The Company manufactures, markets and sells an extensive array of beauty and personal care products worldwide, including color cosmetics; fragrances; skin care; hair color, hair care and hair treatments; beauty tools; men's grooming products; anti-perspirant deodorants; and other beauty care products. Revlon Inc. and its subsidiaries reported a net loss of $157.7 million for the year ended Dec. 31, 2019, compared to a net loss of $294.2 million for the year ended Dec. 31, 2018. * * * As reported by the TCR on May 12, 2020, Moody's Investors Service affirmed Revlon's Corporate Family Rating at Caa3. The affirmation of the Caa3 CFR with a negative outlook reflects that the transaction will meaningfully increase the company's cash interest cost at a time when Revlon will continue to generate negative free cash flow. RIDER UNIVERSITY: S&P Cuts Bond Rating to 'BB+'; Outlook Negative ----------------------------------------------------------------- S&P Global Ratings lowered its long-term rating and underlying rating (SPUR) on the New Jersey Educational Facilities Authority's revenue bonds, issued for Rider University, to 'BB+' from 'BBB-'. At the same time, S&P Global Ratings assigned its 'BB+' long-term rating to the Public Finance Authority of Wisconsin's series 2020 taxable revenue bonds issued for Rider. The outlook on all ratings is negative. "The lower rating reflects our view of the university's recent trend of large operating deficits, which are expected to continue through at least fiscal 2022, with pressures magnified by recent enrollment declines and the broad implications of the COVID-19 pandemic," said S&P Global Ratings analyst Avani Parikh. Rider has limited operating flexibility, with elevated endowment draws and a collective bargaining agreement typically negotiated every three years with faculty, though the agreement was recently extended by one year with no increase or change in salaries and benefits. S&P's negative outlook reflects the potential that ongoing enrollment and operating pressures could continue to erode the university's financial resources over time. ROCKPORT DEV'T: Stipulation on Property Sale Proceeds Division OK'd ------------------------------------------------------------------- Judge Scott C. Clarkson of the U.S. Bankruptcy Court for the Central District of California approved the Stipulation between Rockport Development, Inc. and Weneta Kosmala, in her capacity as the Chapter 7 Trustee for SC Development Fund, LLC and SC Development Fund IV, LLC, regarding the division of proceeds from the sale of the following parcels of real properties: (1) 12416 Allin Street, Los Angeles, California; (2) 630 Gage Drive, San Diego, California; and (3) 3500 Moore Street, Los Angeles, California. With regard to any sale of the Allin Property, if any, the SC Trustee agrees to provide Rockport with a carve-out from SC Development's collateral. Specifically, after payment of the obligations secured by Anchor Loans' first-priority deed of trust and all customary costs of sale (including brokers fees, escrow costs, taxes, and the like), the Parties will split the remaining funds, with 65% of the remaining funds going to Rockport and the other 35% of the remaining funds going to the SC Trustee. With regard to any sale of the Gage Property, if any, the SC Trustee agrees to provide Rockport with a carve-out from SC Development's collateral. Specifically, after payment of the obligations secured by Arixa Capital Corp.'s first-priority deed of trust and all customary costs of sale (including brokers' fees, escrow costs, taxes, and the like), the Parties will split the remaining funds, with 65% of the remaining funds going to Rockport and the other 35% of the remaining funds going to the SC Trustee. With regard to any sale of the Moore Property, if any, the SC Trustee agrees to provide Rockport with a carve-out from SC Development's collateral. Specifically, after payment of the obligations secured by Anchor Loans' first-priority deed of trust and all customary costs of sale (including brokers' fees, escrow costs, taxes, and the like), the Parties will split the remaining funds, with 65% of the remaining funds going to Rockport and the other 35% of the remaining funds going to the SC Trustee. If there is a tax refund due to Rockport as a result of a loss attributable partially or entirely to any of the Properties, then the Parties agree to split such refund, with Rockport receiving 65% of the refund and the SC Trustee receiving the other 35% of the refund. If a tax refund that is to be split among the Parties results from items or events that are not exclusively related to one or more of the Properties, then the amount shared by the Parties will be limited to the amount directly attributable to one or more of the Properties. About Rockport Development Rockport Development, Inc., a company based in Irvine, Calif., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-11339) on May 7, 2020. On June 11, 2020, Rockport's affiliate Tiara Townhomes LLC filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-11683). Judge Scott C. Clarkson oversees the cases, which are jointly administered under Case No. 20-11339. At the time of the filing, Rockport was estimated to have $10 million to $50 million in both assets and liabilities. Tiara Townhomes LLC disclosed assets of between $1 million and $10 million and liabilities of the same range. The Debtor tapped Marshack Hays, LLP as its legal counsel, and Michael VanderLey of Force Ten Partners, LLC as its chief restructuring officer. ROMANS HOUSE: Unsecureds To Be Paid $990K for 5 Years ----------------------------------------------------- Romans House, LLC, and Healthcore System Management, LLC, submitted a Second Amended Joint Plan of Reorganization. Unsecured creditors holding allowed claims will receive distributions of approximately $1,018,00 from Romans and $888,000 from Healthcore, which sums are to be paid quarterly over a five-year period. Class 1B Secured Claim of Pender is impaired. The unpaid principal balance of the Allowed Class 1B Claim is allowed as an allowed secured claim in the amount of $10,250,000. Romans will pay the Allowed Class 1B Claim in full pursuant to one of the three following scenarios: * Scenario One. Scenario One arises where Romans is successful in refinancing the Allowed Class 1B Claim prior to confirmation. In the event of such an occurrence Pender shall receive no distributions under the Plan. * Scenario Two. Scenario Two arises in the event Romans is successful in refinancing the Allowed Class 1B Claim after confirmation, but prior to the Effective Date. In the event of such an occurrence Romans shall pay the Allowed Class 1B Claim in full on or before the Effective Date. * Scenario Three (SALE TO PENDER). In the event Romans is not successful in satisfying the Allowed Class 1B Claim in full as provided in Scenarios One or Two, Romans shall sell all of its assets (real, personal and general intangibles) to Pender for a credit bid of $10,000,000. Class 1C Secured Claim of Ally Bank is impaired. The unpaid principal balance of the Allowed Class 1C Claim is hereby allowed as an Allowed Secured Claim in the amount of $19,283, less the aggregate of ALL adequate protection payments made. The Allowed Class 1C Claim, plus interest thereon, shall be paid by Reorganized Romans in consecutive monthly installments of $379.55 commencing the first (1st) day of the first full calendar month following the Effective Date, and continuing on the same day each month thereafter until the Allowed Class 1C Claim is paid in full. Class 3A Administrative Convenience Claims are impaired. Class 3A consists of all Allowed Unsecured Claims against Romans of $1,000 or less, including all Allowed Unsecured Claims whose holders elect to reduce their claim to $1,000. Allowed Unsecured Claims in Class 3A shall be fully satisfied by Cash payment of the lesser of $1,000 or the Allowed Amount of such Claim BY Romans on the 10th Business Day after the Effective Date. Class 3B Non‐priority unsecured Claims are impaired. Class 3B consists of Allowed Claims against Romans. Each holder of an Allowed Unsecured Claim in Class 3D shall be paid by Reorganized Healthcore from an unsecured creditor pool, which pool shall be funded at the rate of $5,000 per month for the first 12 months, $15,000 per month for the next 6 months, and $20,000 per month for the remainder of the Plan Term. Payments from the unsecured creditor pool shall be paid quarterly, for a period not to exceed five years (20 quarterly payments) and the first quarterly payment will be due on the 20th day of the first full calendar month following the last day of the first quarter. Class 3C Administrative Convenience Claims are impaired. Class 3C consists of all Allowed Unsecured Claims against Healthcore of $1,000 or less, including all Allowed Unsecured Claims whose holders elect to reduce their claim to $1,000. Allowed Unsecured Claims in Class 3C shall be fully satisfied by Cash payment of the lesser of $1,000 or the Allowed Amount of such Claim by Healthcore on the 10th business day after the Effective Date. Class 3D Non‐priority unsecured Claims are impaired. Class 3D consists of Allowed Claims against Healthcore. Each holder of an Allowed Unsecured Claim in Class 3D shall be paid by Reorganized Healthcore from an unsecured creditor pool, which pool shall be funded at the rate of $5,000 per month for the first 6 months, $10,000 per month for the next 6 months, $15,000 for the next 6 months, and $20,000 per month for the remainder of the Plan Term. Payments from the unsecured creditor pool shall be paid quarterly, for a period not to exceed five years (20 quarterly payments) and the first quarterly payment will be due on the twentieth (20th) day of the first full calendar month following the last day of the first quarter. The Plan provides for a distribution to creditors in accordance with the terms of the Plan from the Debtors over the course of five years from the Debtors' continued business operations. A full-text copy of the Second Amended Joint Plan of Reorganization dated June 27, 2020, is available at https://tinyurl.com/ybcn2d3w from PacerMonitor.com at no charge. Attorneys for the Debtors: Robert T. DeMarco Michael S. Mitchell DeMarco Mitchell, PLLC 1255 W. 15th Street, 805 Plano, TX 75075 Tel: 972‐578‐1400 Fax: 972‐346‐6791 E-mail: robert@demarcomitchell.com mike@demarcomitchell.com About Romans House Based in Forth Worth, Texas, Romans House, LLC, operates Tandy Village Assisted Living, a continuing care retirement community and assisted living facility for the elderly in Fort Worth, Texas. Affiliate Healthcore System Management, LLC, operates Vincent Victoria Village Assisted Living, also an assisted living facility for the elderly. Romans House, LLC, and Healthcore System sought Chapter 11 protection (Bankr. N.D. of Tex. Case No. 19-45023 and 19-45024) on Dec. 9, 2019. Romans House was estimated to have $1 million to $10 million in assets and liabilities while Healthcore was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Edward L. Morris is the case judge. DEMARCO MITCHELL, PLLC, is the Debtors' counsel. S.A. SPECIALTIES: Court Confirms Reorganization Plan ---------------------------------------------------- Judge Craig. A. Gargotta has ordered that the First Amended Plan of Reorganization filed by S.A. Specialties San Antonio, LLC on June 5, 2020 is confirmed for all purposes under the Bankruptcy Code. Aug. 31, 2020 is established as the deadline for the Debtor filing objections to Claims. That all secured, priority and unsecured claims which were listed as disputed, contingent or unliquidated in Schedules D-F and for which no proof of claims were timely filed, are hereby disallowed in full. That Hearst Newspapers, LLC's claim is allowed as unsecured claim in the amount of $3,243,671 and that the secured status of Hearst's claim as asserted in its Proof of Claim filed on Jan. 23, 2020 is disallowed in full as a result of the fact that Hearst Newspaper, LLC filed its UCC Financing Statement on Sept. 3, 2019, a date within 30 days of the Debtor's bankruptcy filing on Oct. 1, 2019, making the perfection of the lien by Hearst Newspaper, LLC voidable; this order voids the UCC Financing Statement filed by Hearst Newspaper, LLC on September 3, 2019, for all purposed, leaving Hearst Newspaper LLC with an Unsecured claim. The Debtor’s Plan clearly states this result and Hearst Newspaper, LLC has not objecte4d to such treatment of its claim as being allowed as unsecured. First Amended Plan S.A. Specialties of San Antonio's First Amended Plan of Reorganization provides for the payment of allowed administrative, priority, secured and unsecured creditors from the future operations of the business. Class 2 Secured claims of Ally Financial/Ally Bank are impaired. The agreement between parties provides that Debtor will begin making regular monthly payments to Ally on the Proofs of Claim (16-30) filed herein by Ally beginning in January, 2020, and continuing such contractual monthly payments without modification going forward, until all of the contracts with Ally reference4d herein have been paid in full. Class 7 unsecured claims totaling between $4,000,000 and $5,000,000 are impaired. The Class 7 unsecured claims will be paid 25% of their allowed claims through equal quarterly payments of principal based on a 3-year Plan term, with payments beginning on the first day of the third month following the effective date of the plan. The projected quarterly payments will be disbursed on a pro rata basis to unsecured creditors based upon the amount of their allowed claims. Alternatively, Class 7 creditors may elect to received a lump sum cash distribution equal to 10% of the unsecured creditor's allowed claim. The 10% distribution will be made by the Debtor on or before the 120th day following the effective date of the Plan. A full-text copy of the First Amended Plan of Reorganization dated July 1, 2020, is available at https://tinyurl.com/y85yc7fg from PacerMonitor.com at no charge. Attorneys for S.A. Specialties of San Antonio: William R. Davis, Jr. Davis S. Gragg Langley & Banack, Inc. 745 E. Mulberrry, Suite 9000 San Antonio, Texas 78212 Telephone: (210) 736-6600 About S.A. Specialties Founded in 2004, S.A. Specialties San Antonio -- https://saspecialties.com/ -- is an air conditioning, heating, and insulation company. It installs and repairs air conditioning and heating systems; inspects ductwork systems; and installs and repairs gas, electric, and heat pumps. S.A. Specialties is based in San Antonio, Texas. S.A. Specialties San Antonio filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 19-52405) on Oct. 1, 2019. In its petition, the Debtor was estimated to have $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The petition was signed by Jason A. Roberds, managing member. Judge Craig A. Gargotta oversees the case. William R. Davis Jr., Esq., at Langley & Banack, Inc., is the Debtor's bankruptcy counsel. SAMHA FOODS: Bluevine and Quicksilver Tagged as Unsecureds ---------------------------------------------------------- Samha Foods Co., LLC, filed an amendment to its Small Business Bankruptcy Reorganization Act Chapter 11 Plan of Reorganization. Class 5 will consist of the Secured Claim of On Deck Capital, Inc. The amount of the Class 5 On Deck Secured Claim shall be determined pursuant to 11 U.S.C. Sec. 506 and Rule 3012 less an amount equal to the payments made on account thereof by any party since the Petition Date. The amount owed to On Deck shall be determined and Allowed as set forth in the On Deck Proof of Claim less an amount equal to the payments made on account thereof by any party since the Petition Date. For purpose of the Plan, Debtor estimates that the amount of Class 5 On Deck Secured Claim is reduced and Allowed in accordance with 11 U.S.C. Sec. 506 and Rule 3012 in an amount no greater than $92,445 (the "Allowed Class 5 On Deck Secured Claim"). Class 8 Bluevine Capital as Servicer for Celtic Bank Corp is impaired and entitled to vote. The secured claim of Bluevine Capital, Inc., in the amount of $75,395 will be treated as a Class 15 Unsecured Claim Class 9 Quicksilver Capital is impaired and entitled to vote. Quicksilver's secured claim in the amount of $115,108 will be treated as a Class 15 Unsecured Claim. Class 15 will consist of the holders of Allowed Unsecured Claims not entitled to priority under the Code. Each holder of an Allowed Claim in Class 15 will be paid its pro rata share from the Claims Distribution Fund. Holders of Allowed Class 15 Claims will be paid, pro rata and on account of their claim, from the Claims Distribution Fund within 90 days after the Effective Date. Beginning on the Effective Date, the Debtor will contribute net Projected Disposable Income available derived from Debtor's business operations to the Claims Distribution Fund on quarterly basis; provided, however, that before any net Projected Disposable Income available realized from Debtor's business operations in a given quarter must be contributed to the Claims Distribution Fund: (i) payments on account of the Allowed Claims of Classes 1-14 will have been made as required by this Plan; (ii) payments on account of Allowed Administrative Expense Claims, Allowed Priority Tax Claims, Allowed Priority Claims will have been made as required by this Plan; (iii) all expenses incurred in the normal operation of Debtor's business in a given quarter have been paid; (iv) all tax liabilities or assessments, or estimated tax liabilities or assessments in a given quarter arising from or related to Debtor's business operations shall have been paid in full or will be segregated by Debtor for payment to the appropriate taxing authority in the future. Moreover, while the financial projections attached to this Plan denoting potential Projected Disposal Income, this Plan does not guaranty that Projected Disposable Income shall actually exist. The requirement to contribute net Projected Disposable Income available derived from Debtor's business operations shall cease on the third anniversary of the Effective Date of the Plan. A full-text copy of the Disclosure Statement dated July 1, 2020, is available at https://tinyurl.com/y8xsohjx from PacerMonitor.com at no charge. Counsel for the Debtor: Patrick R. Turner Turner Legal Group, LLC 139 S. 144th Street, #665 Omaha, NE 68010 Tel No. 402-690-3675 E-mail: pturner@turnerlegalomaha.com About Samha Foods Co. Based in Omaha, Samha Foods, Co., LLC and Quality Meats, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Lead Case No. 19-80424) on March 18, 2019. At the time of filing, the Debtors were estimated to have $1,000,001 to $10 million in both assets and liabilities. Judge Thomas L. Saladino oversees the case. Patrick Turner, Esq., at Turner Legal Group, LLC, is the Debtor's legal counsel. SAN LUIS & RIO GRANDE RAILROAD: Receivership to Move Forward ------------------------------------------------------------ Sylvia Lobato, writing for Alamos News, reports that the San Luis & Rio Grande Railroad Inc. is in receivership as ruled by the bankruptcy court. Big Shoulders Capital LLC filed in the U.S. District Court for the Northern District of Illinois on Sept. 9. 2019, documents seeking to send San Luis and Rio Grande RR Inc. and Mt. Hood Railroad Company into receivership. Judge Thomas M. Durkin, receivership judge in Chicago, where the case originated, ruled the receivership will go forward and the bankruptcy court is expected to let go of the jurisdiction so it will stay in Chicago. Conejos County Attorney Nic Sarmiento said it would be appealed. Big Shoulders Capital LLC ($5 million loan to Iowa Pacific) filed a motion in U.S. District Court in Northern Illinois to appoint Novo Advisors as the receiver for Colorado's San Luis & Rio Grande Railroad Inc. and Oregon's Mt. Hood Railroad Co. A company or property is placed in receivership to protect the assets of an organization when it cannot meet its financial obligations or enters bankruptcy. The court granted receiver appointment the same day Big Shoulders Capital filed its motion. According to court filings, the owner of the two railroads consented to the properties being put into receivership. General Manager Ed Ellis was given $7 million and part of the agreement was that they would have a third party receivership come in and run the ship right. They are looking to sell assets and there are more liabilities than assets. An estimated $17 million is owed to the federal government in payroll taxes and Sarmiento said there are probably superior liens to Conejos County's. On October 16, 2019, an involuntary chapter 11 petition was filed against San Luis & Rio Grande Railroad, Inc. pursuant to 11 U.S.C. 303 in the United States Bankruptcy Court for the District of Colorado. Owners reportedly want to see the railroad continue operating as a business. About San Luis & Rio Grande Railroad Inc. San Luis & Rio Grande Railroad, Inc., operates the San Luis & Rio Grande Railroad. On Oct. 16, 2019, an involuntary Chapter 11 petition was filed against San Luis & Rio Grande Railroad by creditors, Ralco LLC, South Middle Creek Road Association and The San Luis Central Railroad Co. (Bankr. D. Colo. Case No. 19-18905). The petitioning creditors are represented by Brownstein Hyatt Farber Schrec and Graves Dougherty Hearon & Moody. Judge Thomas B. McNamara oversees the case. Williams A. Brandt Jr. was appointed as Chapter 11 trustee for San Luis & Rio Grande Railroad. The Trustee is represented by Markus Williams Young & Hunsicker LLC. SERENTE SPA: Court Conditionally Approves Disclosure Statement -------------------------------------------------------------- Judge Jeffrey P. Norman has ordered that the Disclosure Statement of Serente Spa, LLC is conditionally approved. August 12, 2020, at 11:00 a.m. in Courtroom 403, 515 Rusk Street, Houston, Texas, is fixed for the hearing on final approval of the disclosure statement (if a written objection has been timely filed) and for the hearing on confirmation of the plan. Aug. 3, 2020, is fixed as the last day for filing written acceptances or rejections of the plan. Aug. 5, 2020, is fixed as the last day for filing and serving written objections to the disclosure statement and confirmation of the plan. Within two days after the entry of this order, the plan, the disclosure statement and a ballot conforming to Ballot for Accepting or Rejecting Plan of Reorganization (Official Form 314) must be mailed to creditors. About Serente Spa Serente Spa, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-35078) on Sept. 9, 2019. At the time of the filing, the Debtor had estimated assets of less than $100,000 and liabilities of less than $1 million. The case is assigned to Judge Jeffrey P. Norman. Margaret Maxwell McClure, Esq., at the Law Office of Margaret M. McClure, is the Debtor's legal counsel. No official committee of unsecured creditors has been appointed in the Debtor's bankruptcy case. SIMBECK INC: Sept. 28 Deadline to File Disclosures and Plan ----------------------------------------------------------- The Court ordered that the Simbeck, Inc. must file the Disclosure Statement and Plan of Reorganization on or before September 28, 2020. Counsel for the Debtor: Hannah W. Hutman, Esquire HOOVER PENROD PLC 342 South Main Street Harrisonburg, Virginia 22801 540/433-2444 540/433-3916 (Facsimile) hhutman@hooverpenrod.com Counsel for Northeast Bank: William E. Callahan, Jr. Gentry Locke Rakes & Moore P.O. Box 40013 Roanoke, VA 24022-0013 Tel: (540) 983-9309 Fax: (540) 983-9400 E-mail: callahan@gentrylocke.com Counsel for the Official Committee of Unsecured Creditors: Robert S. Westermann Hirschler Fleischer PC 2100 East Cary Street Richmond, VA 23223 Tel: (804) 771-9500 E-mail: rwestermann@hf-law.com Counsel for Commercial Funding Inc. f/k/a Transfac, Inc. and Commercial Credit Group, Inc.: Christopher Jones Whiteford, Taylor & Preston, LLP Two James Center 1021 E. Cary Street, Suite 1700 Richmond, VA 23219 About Simbeck Inc. Simbeck, Inc., is a transportation company with experience in long-haul, regional and short-haul truckload freight. With a fleet of more than 70 trucks, Simbeck is located along Interstate 81 in Northern Virginia providing the company access to all major shipping corridors along the east coast, and from Virginia to Texas. Simbeck filed a Chapter 11 petition (Bankr. W.D. Va. Case No. 19-50868) on Oct. 1, 2019, in Harrisonburg, Va. In the petition signed by Michael Darnell, Jr., president, the Debtor was estimated to have assets of no more than $50,000 and liabilities at $1 million to $10 million. Judge Rebecca B. Connelly oversees the case. The Debtor tapped Hoover Penrod, PLC, as its legal counsel and Haines, Greene & Yowell Tax Service as its accountant. SIMPLY ESSENTIALS: Case Summary & 25 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Simply Essentials, LLC f/d/b/a Simple Essentials 1075 North Avenue Sanger, CA 93657 Business Description: Simply Essentials, LLC owns and operates a a chicken processing plant. Chapter 11 Petition Date: August 10, 2020 Court: United States Bankruptcy Court Eastern District of California Case No.: 20-12633 Judge: Hon. Rene Lastreto II Debtor's Counsel: Riley C. Walter, Esq. WANGER JONES HOLSLEY 265 E. River Park Circle, Ste. 310 Fresno, CA 93720-1563 Tel: (559) 233-4800 E-mail: rwalter@wjhattorneys.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $100 million to $500 million The petition was signed by David B. Pitman, secretary of Pitman Farms, Inc., sole member and manager. A copy of the petition is available for free at PacerMonitor.com at: https://is.gd/JCYHBs List of Debtor's 25 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. NMTC $34,000,000 2. Prairie's Best Farms, Inc. $2,110,000 3. Ryder Truck Rental, Inc. $10,007 4. AARK Food Company, Inc. Unknown 5. Dale Lahn Unknown 6. Shane Kuehl Unknown 7. Pop's Poultry Farm Unknown 8. Rick Weltzein Unknown 9. Dan Schlichting Unknown 10. Dennis Gilberstson Unknown 11. Ray Weltzien Unknown 12. Mike Schlesser Unknown 13. Tyler Bortle Unknown 14. Ray Weltzien Unknown 15. Rodney Boser Unknown 16. John Tschida Unknown 17. David Welle Unknown 18. Chris Uhlenkamp Unknown 19. Ray Weltzien Unknown 20. Curt Larson Unknown 21. Lee Frie Unknown 22. Floyd Kevin Ringler Unknown 23. Clyde Gumbert Unknown 24. Rustic Ridge Farm Unknown 25. Gumbert Brookfield Farms Unknown SONADOR CAPITAL: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Sonador Capital Partners, LLC. About Sonador Capital Sonador Capital Partners, LLC, is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It is the fee simple owner of a property located at Newcomb-Elk Valley Pike and Highway 297, Newcomb, Tenn., having a comparable sale value of $5 million. Sonador Capital filed a Chapter 11 petition (Bankr. M.D. Tenn Case No. 20-02391) on May 1, 2020. At the time of the filing, Debtor had total assets of $5,001,501 and total liabilities of $979,456. Judge Randal S. Mashburn oversees the case. Debtor's legal counsel is Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz. STAGE STORES: Court Approves Disclosure Statement ------------------------------------------------- Judge David R. Jones has ordered that the Disclosure Statement filed by Stage Stores, Inc., et al., is approved. The Court will consider confirmation of the Plan at the hearing to be held on Aug. 14, 2020 at 2:30 p.m. prevailing Central Time. Objections to the Plan will not be considered by the Court unless such objections are timely filed and properly served in accordance with this Order. Specifically, all objections to confirmation of the Plan or requests for modifications to the Plan, if any, must be filed and served upon on or before the August 7, 2020, at 4:00 p.m. prevailing Central Time. All holders of allowed claims entitled to vote on the Plan must complete, execute, and return their Ballots so that they are actually received by the Notice, Claims, and Balloting Agent pursuant to the Solicitation and Voting Procedures, on or before August 7, 2020, at 4:00 p.m. prevailing Central Time. Disclosure Statement for the Amended Joint Chapter 11 Plan of Stage Stores, Inc. and Specialty Retailers, Inc. The Plan Administrator shall act for the Wind-Down Debtors in the same fiduciary capacity as applicable to a board of directors and officers, subject to the provisions in the Plan (and all certificates of formation, membership agreements, and related documents are deemed amended by the Plan to permit and authorize the same). On the Effective Date, the authority, power, and incumbency of the persons acting as directors and officers of the Wind-Down Debtors shall be deemed to have resigned, solely in their capacities as such, and a representative of the Plan Administrator shall be appointed as the sole director and sole officer of the Wind-Down Debtors and shall succeed to the powers of the Wind-Down Debtors’directors and officers. From and after the Effective Date, the Plan Administrator shall be the sole representative of, and shall act for, the Wind-Down Debtors. For the avoidance of doubt, the foregoing shall not limit the authority of the Wind-Down Debtors or the Plan Administrator, as applicable, to continue the employment any former director or officer, including pursuant to the Purchase Agreement (if any) or any transition services agreement entered into on or after the Effective Date by and between the Wind-Down Debtors and the Purchasers. As of the Petition Date, the Debtors were liable for approximately $232 million in principal amount of aggregate debt obligations. A full-text copy of the Disclosure Statement dated July 1, 2020, is available at https://tinyurl.com/y972k8wz from PacerMonitor.com at no charge. A full-text copy of the Disclosure Statement dated July 1, 2020, is available at https://tinyurl.com/y7folfqk from PacerMonitor.com at no charge. Co-Counsel to the Debtors and Debtors in Possession: Matthew D. Cavenaugh Jennifer F. Wertz Kristhy M. Peguero Veronica A. Polnick JACKSON WALKER L.L.P. 1401 McKinney Street, Suite 1900 Houston, Texas 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 Email: mcavenaugh@jw.com jwertz@jw.com kpeguero@jw.com vpolnick@jw.com Co-Counsel to the Debtors: Joshua A. Sussberg, P.C. Neil E. Herman KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Email: joshua.sussberg@kirkland.com neil.herman@kirkland.com - and - Joshua M. Altman 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 E-mail: josh.altman@kirkland.com About Stage Stores Stage Stores, Inc. (SSI) and its affiliates are apparel, accessories, cosmetics, footwear, and home goods retailers that operate department stores under the Bealls, Goody's, Palais Royal, Peebles, and Stage brands and off-price stores under the Gordmans brand. It operates approximately 700 stores across 42 states. Stage Stores' department stores predominately serve small towns and rural communities and its off-price stores are mostly located in mid-sized Midwest markets. Visit http://www.stagestoresinc.com for more information. Stage Stores and affiliate, Specialty Retailers, Inc., sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-32564) on May 10, 2020. As of Nov. 2, 2019, Stage Stores had total assets of $1,713,713,000 and total debt of $1,010,210,000. The Hon. David R. Jones is the case judge. The Debtors tapped Kirkland & Ellis LLP as bankruptcy counsel; Jackson Walker L.L.P. as local bankruptcy counsel; PJ Solomon, L.P. as investment banker; Berkeley Research Group, LLC as restructuring advisor; and A&G Realty Partners, LLC as real estate consultant. Gordon Brothers Retail Partners, LLC manages Debtors' inventory clearance sales. Kurtzman Carson Consultants, LLC is Debtors' claims agent. Cooley LLP and Cole Schotz P.C. represent the committee of unsecured creditors appointed in Debtors' Chapter 11 cases. STAND-UP MIDAMERICA: Case Summary & 14 Unsecured Creditors ---------------------------------------------------------- Two affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Stand-Up MidAmerica MRI, P.A. 20-42006 d/b/a Suma MRI, Inc. 604 North Lilac Drive Golden Valley, MN 55422 Stand-Up Multi-Positional Advantage MRI, P.A. 20-42012 604 North Lilac Drive Golden Valley, MN 55422 Business Description: The Debtors specialize in open MRI where a patient can be scanned while sitting, standing, leaning, bending and even laying down. The Debtors are Accredited Facility by the American College of Radiology. The primary purpose of a stand-up MRI is to help patients find injuries that traditional lay -down MRI scanners can miss. For more information, visit https://www.sumamri.com. Chapter 11 Petition Date: August 10, 2020 Court: United States Bankruptcy Court District of Minnesota Judge: Hon. Katherine A. Constantine (20-42006) Hon. William J Fisher (20-42012) Debtors' Counsel: Karl J. Johnson, Esq. TAFT STETTINIUS & HOLLISTER LLP 80 South 8th Street Minneapolis, MN 55402 Tel: 612-977-8400 Email: kjohnson@taftlaw.com Debtors' Financial Consultants: STEVEN M. HAUCK, LTD. Stand-Up MidAmerica's Estimated Assets: $100,000 to $500,000 Stand-Up MidAmerica's Estimated Liabilities: $1 million to $10 million Stand-Up Multi-Positional's Estimated Assets: $100,000 to $500,000 Stand-Up Multi-Positional's Estimated Liabilities: $100,000 to $500,000 The petitions were signed by Maxwell Dahl, PR of the Probate Estate of Wayne Dahl, sole shareholder. A copy of Stand-Up MidAmerica's petition containing, among other items, a list of the Debtor's 14 unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/ffgVJp A copy of Stand-Up MidAmerica's petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://is.gd/sszeZm STANFORD JONES: ServisFirst Objects to Disclosure Statement ----------------------------------------------------------- ServisFirst Bank submits its renewed objection to its previously filed objections to the Supplement to Debtor's Amended Disclosure Statement and Plan Summary, which is an amendment and revision to the prior disclosure statements filed by the debtor and debtor-in-possession, Stanford, Jones & Loyless, LLC. According to ServisFirst, despite filing the Disclosure Statement, as asserted by ServisFirst in its Prior Objections, the Debtor continues to fail in providing "adequate information" in its Disclosure Statement as required by, inter alia, Sec. 1125 & 1126 of the Bankruptcy Code. ServisFirst also reserves any and all objections raised herein and in the Prior Objections as objections to the Debtor's Plan of Reorganization. ServisFirst points out that the total indebtedness owed to ServisFirst as of July 1, 2020 is no less than $408,219, notwithstanding any increase in the obligations owed by the Debtor to Southpoint. ServisFirst asserts that financial information for both Fergus and AIM should be provided in the Disclosure Statement as "adequate information" for an informed investor to make a credit underwriting decision on the ability to pay future rents. ServisFirst complains that in part V, ¶ 5.8, the Debtor's valuation of the Cobb Lane property and support regarding said valuation is not accurate. According to ServisFirst, in Part V, ¶ 5.6, the Debtor states that the "Equity Security Holder" of the Debtor is Stanford. However, the Debtor has failed and/or refused to provide evidence of such ownership as evidenced by a company/operating agreement or membership roster. ServisFirst points out that the Disclosure Statement fails to provide "adequate information" in its description of the Proposed Plan in Part VI, ¶ 6.3(C)(2) by applying a standard of "adequate protection" payments to treatment of ServisFirst's claim. ServisFirst asserts that the Debtor's treatment of ServisFirst as described in Part VI, ¶ 6.3(C)(2) of the Disclosure Statement fails to fulfill the requirements of 1129(b) in the amount of payments being proposed to ServisFirst. ServisFirst complains that while potentially an objection to the Debtor's Proposed Plan rather than the Disclosure Statement, ServisFirst objects to Part VI, ¶ 6.6 to the extent an insider is to receive compensation. Counsel for ServisFirst Bank: Brian R. Walding WALDING, LLC 2227 First Avenue South Suite 100 Birmingham, Alabama 35233 About Stanford, Jones & Loyless Based in Birmingham, Ala., Stanford, Jones & Loyless, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 20-00503) on Feb. 6, 2020, listing under $1 million in both assets and liabilities. Michael E Bybee, Esq., at the Law Office of Michael E. Bybee, is the Debtor's legal counsel. STAR PETROLEUM: Files Supplement to Disclosure Statement -------------------------------------------------------- Star Petroleum Corp. filed a supplement to its Disclosure Statement filed on March 18, 2020 in reference to Puma Energy Caribe, LLC's Claim No. 6-2 and Puma's treatment as Class 4. Class 4 Puma's Allowed Claim is impaired under the Plan. Puma's Allowed Pre-Petition Cure Claim arising from the assumed lease contracts listed in Exhibit I to the Disclosure Statement, shall be continued to be paid through 35 consecutive monthly installments of $10,000 each, without interest, commencing on July 2020. If the Debtor fails to comply with the consecutive monthly payments contemplated in its lease contracts with Puma, the reduced payoff amount will revert to the amount of $461,047 and the Debtor will continue to make payments of $10,000 per month until the entire debt is satisfied. A full-text copy of the Disclosure Statement dated July 1, 2020, is available at https://tinyurl.com/yaqmqbzf from PacerMonitor.com at no charge. Counsel for the Debtor: CHARLES A. CUPRILL-HERNANDEZ Charles A. Cuprill, P.S.C., Law Offices 356 Fortaleza Street, Second Floor San Juan, PR 00901 Tel.: (787) 977-0515 Fax: (787) 977-0518 E-Mail: ccuprill@cuprill.com About Star Petroleum Corp. Star Petroleum, Corp., based in Toa Alta, PR, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 20-00558) on Feb. 5, 2020. In the petition signed by Sami Abraham, president, the Debtor disclosed $6,782,500 in liabilities. CHARLES A. CUPRILL, PSC LAW OFFICES, serves as bankruptcy counsel to the Debtor. STONE OAK MEMORY: Aug. 12 Plan Confirmation Hearing Set ------------------------------------------------------- Debtor Stone Oak Memory Care, LLC, filed the Disclosure Statement for First Amended Plan of Reorganization dated July 2, 2020. The Bankruptcy Court has entered an order fixing August 12, 2020, at 9:30 a.m., Bankruptcy Courtroom 3, San Antonio, Texas as the date, time and place for the initial commencement of a hearing on confirmation of the Plan, and fixing August 5, 2020 at 5:00 p.m., as the time by which all objections to confirmation of the Plan must be filed with the Bankruptcy Court and served on counsel for the Debtor. During the pendency of this Case the Debtor's new management has eliminated more than approximately $30,000 in monthly operating expenses. The Debtor has maintained operations without any reduction in the quality of services to its residents. The Debtor’s current balance sheet contained within the MOR attached as Exhibit C (MOR-3) reflects a cash balance at the end of May 2020 of $187,894. The Debtor has not sought an appraisal of the Debtor's improved real property. The manager and equity interest owners of the Debtor believe that the value of that property exceeds the amount of the Class 3 claim. Valuation of a property of the nature of the Debtor's is typically calculated on an income approach and is therefore heavily reliant on the occupancy and rent rate the Debtor is able to achieve. Although the Debtor does provide typical "move in" discounts to new residents, it has maintained its rent rates steady throughout the pendency of the Case. Moreover, occupancy rates have held steady in the mid 70% range. Considering the mortality rates typical among residents of memory care facilities and the near impossibility of leasing to new residents commencing in February 2020 due to the pandemic, the Debtor believes that occupancy rates will increase as government ordered lockdowns are lifted due to the pent up demand resulting from the Covid 19 pandemic. A full-text copy of the First Amended Plan dated July 2, 2020, is available at https://tinyurl.com/ydfvn2ue from PacerMonitor at no charge. Attorneys for Stone Oak: LAW OFFICES OF RAY BATTAGLIA, PLLC Raymond W. Battaglia 66 Granburg Circle San Antonio, Texas 78218 Telephone No. (210) 601-9405 E-mail: rbattaglialaw@outlook.com About Stone Oak Memory Care Stone Oak Memory Care, LLC, d/b/a Autumn Leaves of Stone Oak, owns and operates an adult memory care facility in Dallas, Texas. Stone Oak Memory Care sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 19-52375) on Sept. 30, 2019 in San Antonio, Texas. The petition was signed by Darryl Freling, Pres. of MedProperties Stone Oak Mgr, LL. As of the Petition Date, the Debtor was estimated to have $1 million to $10 million in assets and liabilities. Judge Ronald B. King oversees the Debtor's case. The LAW OFFICES OF RAY BATTAGLIA, PLLC, is counsel to the Debtor. HMP Advisory Holdings, LLC d/b/a Harney Partners, is the financial advisor. SUPERIOR ENERGY: Incurs $65.1 Million Net Loss in Second Quarter ---------------------------------------------------------------- Superior Energy Services, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q, disclosing a net loss of $65.11 million on $183.85 million of total revenues for the three months ended June 30, 2020, compared to a net loss of $71.05 million on $367.44 million of total revenues for the three months ended June 30, 2019. For the six months ended June 30, 2020, the Company reported a net loss of $144.57 million on $505.35 million of total revenues compared to a net loss of $118.75 million on $732.71 million of total revenues for the six months ended June 30, 2019. As of June 30, 2020, the Company had $1.73 billion in total assets, $222.87 million in total current liabilities, $1.28 billion in long-term debt, $135.68 million in decommissioning liabilities, $54.09 million in operating lease liabilities, $2.53 million in deferred income taxes, $125.74 million in other long-term liabilities, and a total stockholders' deficit of $95.13 million. The Company reported $9.1 million in severance and other related costs, and $8.6 million of merger-related transaction costs. The resulting adjusted net loss from continuing operations for the second quarter of 2020 was $45.3 million, or $3.06 per share. David Dunlap, president and CEO, commented, "We expected a significant reduction in oil field activity resulting from the COVID-19 related economic slow-down during the second quarter, and our sequential revenue decline of 43% was in line with those expectations. "As we manage these troubling and uncertain times, we have prioritized our balance sheet and cost structure. Measures taken during the quarter include lower levels of spending, structural cost reductions, and disciplined operations, resulting in a 10% sequential increase of our cash balance, which grew to $278 million. Our cash balance at quarter-end does not reflect a tax refund of approximately $30 million, which was received in July. "Despite an uncertain forward outlook, we are observing signals that oil field activity, particularly completion related operations, will increase during the second half of the year as broader economic activity improves. We expect the impact of the COVID-19 pandemic to persist well into the future, and we will continue to be agile in our approach as the landscape evolves." A full-text copy of the Form 10-Q is available for free at: https://is.gd/qeOsa4 About Superior Energy Services Headquartered in Houston, Texas, Superior Energy Services (NYSE: SPN) -- htttp://www.superiorenergy.com/ -- serves the drilling, completion and production-related needs of oil and gas companies worldwide through a diversified portfolio of specialized oilfield services and equipment that are used throughout the economic life cycle of oil and gas wells. Superior Energy incurred net losses of $255.72 million in 2019, $858.11 million in 2018, and $205.92 million in 2017. As of March 31, 2020, the Company had $1.83 billion in total assets, $249.93 million in total current liabilities, $1.28 billion in long-term debt, $134.03 million in decommissioning liabilities, $57.95 million in operating lease liabilities, $7.13 million in deferred income taxes, $129.95 million in other long-term liabilities, and a total stockholders' deficit of $32.11 million. On March 30, 2020, the Company received a written notice from the New York Stock Exchange notifying the Company that it was not in compliance with the continued listing standards set forth in Section 802.01B of the NYSE Listed Company Manual because the average global market capitalization of the Company's common stock over a consecutive 30 trading-day period was less than $50 million and, at the same time, its stockholders' equity was less than $50 million. SUPERIOR ENERGY: SESI Inks 4th Amendment to JPMorgan Credit Pact ---------------------------------------------------------------- SESI, L.L.C., a wholly owned subsidiary of Superior Energy Services, Inc., entered into the Fourth Amendment to Fifth Amended and Restated Credit Agreement which amends SESI's Fifth Amended and Restated Credit Agreement, dated as of Oct. 20, 2017, by and among SESI, as borrower, the Company, as parent, each of the guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent, each issuing lender and the lenders party thereto, to, among other things, permit the use of up to $100 million to cash collateralize third-party letters of credit, surety, judgment, appeal or performance bonds or similar obligations. Pursuant to the Fourth Amendment, SESI also agreed to deposit $25 million in an account under the lenders' control to further secure its obligations under the Revolving Credit Facility. The Company intends to reduce the amount of letters of credit issued under the Revolving Credit Facility to bring availability under the Revolving Credit Facility to at least $37.5 million. The Fourth Amendment also prohibits SESI from requesting any loans under the Revolving Credit Facility and imposes more restrictive investment, indebtedness, junior debt repayment and restricted payment covenants on SESI. About Superior Energy Services Headquartered in Houston, Texas, Superior Energy Services (NYSE: SPN) -- htttp://www.superiorenergy.com/ -- serves the drilling, completion and production-related needs of oil and gas companies worldwide through a diversified portfolio of specialized oilfield services and equipment that are used throughout the economic life cycle of oil and gas wells. Superior Energy incurred net losses of $255.72 million in 2019, $858.11 million in 2018, and $205.92 million in 2017. As of June 30, 2020, the Company had $1.73 billion in total assets, $222.87 million in total current liabilities, $1.28 billion in long-term debt, $135.68 million in decommissioning liabilities, $54.09 million in operating lease liabilities, $2.53 million in deferred income taxes, $125.74 million in other long-term liabilities, and a total stockholders' deficit of $95.13 million. On March 30, 2020, the Company received a written notice from the New York Stock Exchange notifying the Company that it was not in compliance with the continued listing standards set forth in Section 802.01B of the NYSE Listed Company Manual because the average global market capitalization of the Company's common stock over a consecutive 30 trading-day period was less than $50 million and, at the same time, its stockholders' equity was less than $50 million. SWEET MOO'S: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Sweet Moo's Rolled Ice Cream, LLC. About Sweet Moo's Rolled Ice Cream Sweet Moo's Rolled Ice Cream LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 20-02678) on May 26, 2020. At the time of the filing, Debtor disclosed under $50,000 in both assets and liabilities. Judge Marian F. Harrison oversees the case. The Debtor is represented by Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz. T&E CO: Files for Chapter 7 Bankruptcy -------------------------------------- The Wichita Business Journal reports that T&E Co. Inc. filed for voluntary Chapter 7 bankruptcy protection June 22, 2020, in the District of Kansas. Represented in court by attorney Robert W. Lattin, the debtor listed an address of 302 E. Portland, Iola. T&E Co. Inc. listed assets up to $155,285 and debts up to $410,819. The filing's largest creditor was listed as On Deck Capital Inc. with an outstanding claim of $182,639. TATUADO HOSPITALITY: Unsecureds to be Paid 1% to 2% in Plan ----------------------------------------------------------- Tatuado Hospitality Management Group, LLC, filed a Plan and a Disclosure Statement. Class 1 Secured Claim of Bridge Funding Capital, LLC, is impaired. The secured claim of Bridge Funding Capital, LLC arises pursuant to a Revenue Purchase Agreement, Security Agreement and Guaranty. The Debtor received $200,000, in exchange, Bridge Funding was to receive 15% of all the Debtor's future receipts up to the amount of $279,800. Creditor will retain its lien and be paid pursuant to the underlying contract. To the extent it is unsecured it will be paid its pro rata share of the equity contribution in full satisfaction of its allowed claim. Class 2 Secured Claim of American Express National Bank is impaired. The Secured Claim of American Express National Bank in the alleged amount of $276,798 arises pursuant to a secured installment loan executed on August 21, 2015. Creditor will retain its lien and be paid pursuant to the underlying contract. To the extent it is unsecured it shall be paid its pro rata share of the Equity Contribution in full satisfaction of its allowed claim. Class 3 Unsecured Claim of the Culinary Trust Funds is impaired. Class 3 will consist of the Allowed unsecured priority Section 507(a)(5) claims of the Culinary Trust Funds, which the Debtor estimates to be approximately $234,744. The priority portion of the Culinary Trust Funds’ claims representing prepetition fringe benefit contributions and damages, or $234,744, will be paid its pro rata share of the Equity Contribution in full satisfaction of its allowed claim. Class 4 Unsecured Claim of Circus Circus Casino, Inc., is impaired. Class 4 will consist of the unsecured claims of Circus Circus Casinos, Inc., d/b/a Circus Circus Hotel and Casino, in the approximate amount of $331,420. The Holder of the Allowed Class 4 Claim shall be Impaired, and shall be paid its pro-rata share of the Equity Contribution in full satisfaction of its Allowed Claim. Class 5 General Unsecured Claims areimpaired. General unsecured creditors will be paid approximately 1 percent to 2 percent of their claims based on their pro-rata share of the equity contribution in full satisfaction of their Allowed Claim. Class 6 Equity Interest of the Debtor. Equity Interest Holders are parties who hold an ownership interest (i.e., equity interest) in the Debtor and are classified here in Class 6. Upon the Effective Date of the Plan, all equity interests in the Debtor will be retained by the Debtor’s equity interest holder, Michael Tsunis. Subject to the allowance for overbidding, Mr. Tsunis will contribute to the Debtor’s estate to fund the Plan and the Debtor's business operations, namely, Mr. Tsunis will contribute: (1) the contribution by Mr. Tsunis, the Debtor's principal, of $100,000, payable in the amount of $5,000 per month for 20 months, but may be increased in connection with the confirmation of the Plan; and (2) the contribution by MTSRB, LLC, a Nevada limited liability company wholly owned by Mr. Tsunis, the Debtor's principal, of 100% of profit earned by each (i) Rhinestones Country Bar and Dance Hall and (ii) Rhinestones Deli & Slot House ("Equity Contribution"). In exchange for the Equity Contribution, Mr. Tsunis will receive the New Equity Interests in the Reorganized Debtor. A full-text copy of the Disclosure Statement dated July 1, 2020, is available at https://tinyurl.com/ybudqau8 from PacerMonitor.com at no charge. About Tatuado Hospitality Tatuado Hospitality Management Group LLC filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case No. 19-16965) on October 28, 2019, listing under $1 million in both assets and liabilities. Ryan A. Andersen, Esq., at Andersen Law Firm, Ltd., serves as counsel to the Debtor. Tatuado Hospitality Management Group, LLC, a Nevada company formed in September 2013, operates two restaurants and bars in Southern Nevada. It owns Vince Neil's Tatuado Eat Drink Party located inside the Circus Circus Hotel and Casino in Las Vegas, and Vince Neil's Tatuado Wild Side Tavern located along Gamebird Road, Pahrump. The Debtor previously sought Chapter 11 protection (Bankr. D. Nev. Case No. 16-10460) on Feb. 1, 2016, and was represented by Samuel A. Schwartz, Esq., and Bryan A. Lindsey, Esq., at Schwartz Flansburg PLLC. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. TATUADO HOSPITALITY: Unsecureds to Have 1% to 2% Recovery in Plan ----------------------------------------------------------------- Tatuado Hospitality Management Group, LLC, a Nevada limited liability company, filed with the U.S. Bankruptcy Court for the District of Nevada a Disclosure Statement describing Plan of Reorganization. The Debtor focused on developing and executing a reorganization strategy to: (a) maximize the value of its Estate; (b) address the factors that led to the bankruptcy filing; and (c) enable the Debtor to emerge from chapter 11 as a stronger, more viable company. Class 3 shall consist of the Allowed unsecured priority Section 507(a)(5) claims of the Culinary Trust Funds, which the Debtor estimates to be approximately $234,744. The priority portion of the Culinary Trust Funds’ claims representing prepetition fringe benefit contributions and damages, or $234,744, will be paid its pro rata share of the Equity Contribution in full satisfaction of its Allowed Claim. Class 4 unsecured claims of Circus Circus Casinos, Inc., d/b/a Circus Circus Hotel and Casino, in the approximate amount of $331,420 will be Impaired. Each claimant will be paid its pro rata share of the Equity Contribution in full satisfaction of its allowed claim. Class 5 will consist of General Unsecured Claims, which are not secured by property of the Estate and are not entitled to priority under Section 507(a) of the Bankruptcy Code, but are entitled in this case to separate classification in accordance with Section 1122(b) of the Bankruptcy Code. General Unsecured Claims will be paid approximately 1% to 2% of their claims based on their pro-rata share of the Equity Contribution in full satisfaction of their Allowed Claim. Upon the Effective Date of the Plan, all equity interests in the Debtor will be retained by the Debtor’s equity interest holder, Michael Tsunis. Mr. Tsunis will contribute to the Debtor's estate to fund the Plan and the Debtor's business operations, namely, Mr. Tsunis will contribute: (1) the contribution by Mr. Tsunis, the Debtor’s principal, of $100,000, payable in the amount of $5,000 per month for 20 months, but may be increased in connection with the confirmation of the Plan; and (2) the contribution by MTSRB, LLC, a Nevada limited liability company wholly owned by Mr. Tsunis, the Debtor's principal, of one hundred percent (100%) of profit earned by each (i) Rhinestones Country Bar and Dance Hall and (ii) Rhinestones Deli & Slot House. In exchange for the Equity Contribution, Mr. Tsunis will receive the New Equity Interests in the Reorganized Debtor. The provisions of the Plan shall constitute a good faith compromise and settlement of all Claims and Equity Interests and controversies resolved pursuant to the Plan. Nothing in the Plan is meant to waive or impair any of the Debtor's and/or the Estate's Causes of Action or Avoidance Actions, or the proceeds thereof, as any may be transferred and litigated or settled by the Reorganized Debtor. The Debtor and the Reorganized Debtor will enter into such restructuring transactions and shall take any actions as may be necessary or appropriate to affect a restructuring of their businesses or the overall organizational structure of the Reorganized Debtor. A full-text copy of the Disclosure Statement dated July 2, 2020, is available at https://tinyurl.com/ya48ak84 from PacerMonitor at no charge. Counsel for the Debtor: ANDERSEN LAW FIRM, LTD. Ryan A. Andersen, Esq. Ani Biesiada, Esq. E-mail: ryan@vegaslawfirm.legal E-mail: ani@vegaslawfirm.legal 3199 E Warm Springs Rd, Suite 400 Las Vegas, Nevada 89120 Tel: 702-522-1992 Fax: 702-825-2824 About Tatuado Hospitality Tatuado Hospitality Management Group, LLC, a Nevada company formed in September 2013, operates two restaurants and bars in Southern Nevada. It owns Vince Neil's Tatuado Eat Drink Party located inside the Circus Circus Hotel and Casino in Las Vegas, and Vince Neil's Tatuado Wild Side Tavern located along Gamebird Road, Pahrump. The Debtor previously sought Chapter 11 protection (Bankr. D. Nev. Case No. 16-10460) on Feb. 1, 2016, and was represented by Samuel A. Schwartz, Esq., and Bryan A. Lindsey, Esq., at Schwartz Flansburg PLLC. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Tatuado Hospitality Management Group LLC recently filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case No. 19-16965) on Oct. 28, 2019, listing under $1 million in both assets and liabilities. Ryan A. Andersen, Esq., at Andersen Law Firm, Ltd., serves as counsel to the Debtor in the present case. TECHNIPLAS LLC: Rever Plastics Purchases Ankeny Plant ----------------------------------------------------- Michael Crumb, writing for Business Record, reports that Revere Plastics Systems LLC has acquired the Ankeny facility of Techniplas LLC, with hopes of expanding its customer base and restoring the plant's workforce, company officials said. The acquisition was part of the Novi, Mich.-based company's purchase of other Techniplas facilities through Techniplas' bankruptcy sales process. Revere also purchased the Techniplas plant in Auburn, Ala., increasing its manufacturing footprint from five to seven locations. It also operates in Clyde, Ohio; Jeffersonville, Ind.; Fraser, Mich.; Poplar Bluff, Mo.; and Brampton, Ontario. Revere employs more than 1,000 people in its manufacturing, technical and sales facilities, according to a release. The acquired facilities will focus on plastic injection molding for the automotive, outdoor power equipment, medical, HVAC and other markets. Revere CEO Glen Fish said in a release that the acquisition gives the company a presence where demand already exists. It will also allow the company to expand its customer base, he said. According to the release, the new plants will be operated as Revere facilities using existing equipment, workforce and infrastructure. "We're a very community-oriented company," Fish said. "We're looking forward to getting operations up and running as soon as possible." Doug Drummond, Revere's vice president of sales and marketing, said the Ankeny location fits into Revere's plans for growth. "Having a facility in that area, it just immediately opens up our opportunities to serve our existing customer base, but it also gives us access to other companies and industries in those geographic areas that are really attractive for Revere's overall growth plans," Drummond told the Business Record. He said that he did not know the immediate employment level at the Ankeny site, but that Revere plans to keep as many employees as possible. "Operationally, we're doing everything we can to keep as many of the employees as we can because they are a big success of that facility," he said. Drummond said that while Revere acquired Techniplas' facility, equipment and workforce, it did not acquire its customer base. He said Revere is working diligently with customers who did business with Techniplas, and said some of that business is already beginning to return. "We are going to try to build employment levels back up as high as we can," Drummond said. "All the infrastructure, support and operators are there right now, so it's not a shuttered facility, for sure." Although Drummond could not offer a timeline, he said Revere hopes to expand its customer base and employment levels at the Ankeny facility. "Our goal is to not only build the plant up, but find ways to add more to it," he said. Techniplas, based in Nashotah, Wis., filed for Chapter 11 bankruptcy in May after a deal with a private equity firm fell through as the coronavirus pandemic tightened its grip on the nation. According to the Milwaukee Biz Times, Techniplas had $175 million in outstanding notes that were set to mature on May 1, and more than $17 million in borrowing due under a credit agreement. The company had 721 employees when it filed for bankruptcy. It had let go another 190 just before the filing as it began closing the Ankeny and Auburn plants. Although the company’s Wisconsin and Iowa operations saw combined increases in sales last year, the company experienced a net loss of $21 million in 2019. About Techniplas LLC Techniplas, LLC, headquartered in Nashotah, Wisconsin USA, is a privately held producer of technical plastic components for the automotive, transportation and electrical industry. Techniplas is specialized in thermoplastic and thermo-set molding and has expertise in metal-to-plastic conversion, light weighting and tool design. Techniplas employed about 2,357 employees in its operations as of December 2018 and generated revenue of $529 million in 2018. As of December 2020, Techniplas had total assets worth $258.6 million and liabilities worth $331 million, according to court filing. Techniplas, LLC, and its affiliates sought Chapter 11 protection (D. Del. Lead Case No. 20-11049) on May 6, 2020. The Debtors were estimated to have $100 million to $500 million in assets and liabilities. The Debtors tapped WHITE & CASE LLP as counsel; FOX ROTHSCHILD LLP as restructuring counsel; MILLER BUCKFIRE & CO., LLC as investment banker; FTI CONSULTING, INC., as restructuring advisor; and EPIQ CORPORATE RESTRUCTURING, LLC, as claims agent. The U.S. Trustee for Regions 3 and 9 appointed a committee to represent unsecured creditors in the Chapter 11 cases of Techniplas, LLC and its affiliates. Potter Anderson & Corroon LLP, and Akin Gump Strauss Hauer & Feld LLP, as co-counsel; Berkeley Research Group, LLC, as financial advisor. TOLEDO TOWN: Aug. 25 Disclosure Statement Hearing Set ----------------------------------------------------- Judge John W. Kolwe has entered an order within which a hearing will be held before this Court at 800 Lafayette Street, 3rd Floor, Courtroom Five, Lafayette, Louisiana on Aug. 25, 2020 at 10:00 AM to consider the adequacy of the disclosure statement the fixing of a date for the hearing on confirmation of the Plan for Debtor Toledo Town Recreation II, LLC. Objections, if any, to the proposed disclosure statement or modifications thereto, shall be in writing and filed with the Clerk of Court at least seven full business days before the hearing and served on the debtor, the trustee if any, the creditors committee, the Assistant U.S. Trustee (Shreveport), and the proponent of the Plan. A copy of the order dated July 7, 2020, is available at https://tinyurl.com/y9998jwa from PacerMonitor at no charge. About Toledo Town Recreation II Toledo Town Recreation II, LLC, is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Company owns 5.375 acres of land, together with all improvements near Toledo Bend Lake, comprised of 12 RV camping spots, 10 mobile home sites, six mobile homes, and 15 rental cabins, and a 50% interest in sewage treatment oxidation pond. The properties are valued at $1.8 million. The Company also owns five contiguous tracts of land totaling approximately 20.6 acres together with all improvements consisting of 37 RV camping spots, one rental cabin, conference building, welcome center, swimming pool, pavilion and various other buildings and improvements and a 50% interest in sewage treatment oxidation pond, all valued at $2.5 million. Toledo Town Recreation II, LLC, based in Opelousas, LA, filed a Chapter 11 petition (Bankr. W.D. La. Case No. 20-50407) on May 13, 2020. The petition was signed by Kenneth Fa-Kouri, managing member. In its petition, the Debtor disclosed $4,375,518 in assets and $3,802,302 in liabilities. The Hon. John W. Kolwe presides over the case. David Patrick Keating, Esq., at The Keating Firm, serves as bankruptcy counsel to the Debtor. TOLEDO TOWN: Unsecured Creditors to Receive 100% in Plan -------------------------------------------------------- Toledo Town Recreation II, LLC filed with the U.S. Bankruptcy Court for the Western District of Louisiana, Lafayette Division, a Disclosure Statement describing Plan of Reorganization dated July 2, 2020. Allowed Unsecured Creditors are treated in Class 4. Included in this Class are unsecured claims held by Fa-Kouri Realty ($180,000), Ken Fa-Kouri ($288,000), Ken FaKouri Company ($325,000) and Ken Fa-Kouri Enterpises ($180,000). If the Plan of Reorganization proposed by Toledo Town Recreation II is approved by this Court, Fa-Kouri Realty, Ken Fa-Kouri, Ken Fa-Kouri Company and Ken Fa-Kouri Enterprises will all voluntarily subordinate their allowed unsecured claims to all other allowed unsecured claims and will receive no payment their allowed unsecured claims until after all other allowed unsecured claims have been paid in full. Each holder of an Allowed Unsecured Claim will share pro rata in funds to be disbursed from the Creditors Pool. Beginning on the first day of the second month following the Effective Date the Debtor will deposit the sum of at least $300 per month into an account to be known as the Creditors Pool. The Debtor may pay more at it is the goal to pay 100% of the Allowed Unsecured Claims as soon as possible. These contributions will continue for 36 consecutive months or until all Allowed Unsecured Claims have been paid in full. Distributions from the Creditors Pool will be made annually on the anniversary date of the first contribution made to the Creditors Pool by the Debtor. Kenneth Fa-Kouri is the only insider of the Debtor. The Debtor entity does not have any employees. Kenneth Fa-Kouri runs the day to day operations of the Debtor. An application to approve postpetition payments to Kenneth Fa-Kouri in the sum of $500 per week has been filed with the Court. Payments and distributions under the Plan will be funded by future business operations of the Debtor. A full-text copy of the Disclosure Statement dated July 2, 2020, is available at https://tinyurl.com/ycxe4e6e from PacerMonitor at no charge. Attorney for Toledo Town Recreation: DAVID PATRICK KEATING [14417] THE KEATING FIRM, APLC P.O. Box 3426 Lafayette, LA 70502 Phone: (337) 233-0300 Fax: (337) 233-0694 E-mail: rick@dmsfirm.com About Toledo Town Recreation II Toledo Town Recreation II, LLC, is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Company owns 5.375 acres of land, together with all improvements near Toledo Bend Lake, comprised of 12 RV camping spots, 10 mobile home sites, six mobile homes, and 15 rental cabins, and a 50% interest in sewage treatment oxidation pond. The properties are valued at $1.8 million. The Company also owns five contiguous tracts of land totaling approximately 20.6 acres together with all improvements consisting of 37 RV camping spots, one rental cabin, conference building, welcome center, swimming pool, pavilion and various other buildings and improvements and a 50% interest in sewage treatment oxidation pond, all valued at $2.5 million. Toledo Town Recreation II, LLC, based in Opelousas, LA, filed a Chapter 11 petition (Bankr. W.D. La. Case No. 20-50407) on May 13, 2020. The petition was signed by Kenneth Fa-Kouri, managing member. In its petition, the Debtor disclosed $4,375,518 in assets and $3,802,302 in liabilities. The Hon. John W. Kolwe presides over the case. David Patrick Keating, Esq., at The Keating Firm, serves as bankruptcy counsel to the Debtor. TOP GUN AG: Files for Chapter 12 Bankruptcy ------------------------------------------- The Wichita Business Journal reports that Top Gun Ag LLC filed for voluntary Chapter 12 bankruptcy protection June 17, 2020, in the District of Kansas. The debtor listed an address of 2912 R Rd., Haviland, and is represented in court by attorney Dan W. Forker Jr.. Top Gun Ag LLC listed assets up to $2,246,850 and debts up to $7,609,426. The filing's largest creditor was listed as Ag Navigator LLC with an outstanding claim of $2,265,201. TRANSCARE CORP: $41.8M Judgment Entered vs. Tilton -------------------------------------------------- Law360 reports that a New York federal bankruptcy judge on July 7, 2020, recommended a judgment of $41.8 million against distressed-debt maverick Lynn Tilton after a bench trial in a Chapter 7 trustee's adversary case over the collapse of ambulance company TransCare Corp. U.S. Bankruptcy Judge Stuart M. Bernstein also levied a $39.2 million judgment against Tilton's private equity firm Patriarch Partners Agency Services LLC, finding that it accepted TransCare collateral with the intent to hinder and delay TransCare's creditors and avoid the strict foreclosure of its most valuable assets. Patriarch Partners LLC's TransCare Corp. filed a Chapter 7 petition (Bankr. S.D.N.Y. Case No. 16-10407) on Feb. 24, 2016, shutting down operations in New York, Pennsylvania and Maryland. The Hon. Stuart M. Bernstein is the case judge. The Chapter 7 trustee is Salvatore LaMonica. Trustee tapped his own firm, LaMonica Herbst & Manisalco, LLP, as counsel in the case. Lucy L. Thomson is the patient care ombudsman. The Trustee can be reached at Salvatore LaMonica, Esq. Partner LAMONICA HERBST & MANISCALCO, LLP Tel: (516) 826-6500 Fax: (516) 826-0222 3305 Jerusalem Avenue, Suite 201 Wantagh, NY 11793 E-mail: sl@lhmlawfirm.com TRANSOCEAN LTD: S&P Lowers ICR to 'SD' on Distressed Exchange ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Switzerland-based offshore driller Transocean Ltd. to 'SD' (selective default) from 'CCC'. The downgrade to 'SD' follows Transocean's completion of a private exchange, where by it exchanged US$356 million principal amount of its existing 0.5% exchangeable bonds due 2023 (unrated) for US$213 million new 2.5% senior guaranteed exchangeable bonds due 2027. The new bonds will be guaranteed by Transocean Ltd. and three newly created subsidiary holding companies of Transocean Inc: Transocean Mid Holdings 1 Ltd., Transocean Mid Holdings 2 Ltd., and Transocean Mid Holdings 3 Ltd. It is S&P's understanding that these subsidiary guarantees will give the new exchangeable notes structural priority over Transocean's existing unsecured and unsecured guaranteed debt. "In our view, the higher interest rate and additional guarantees are insufficient compensation to offset the extended maturity and 40% discount to par. In addition, the company is facing a high risk of conventional default over the near to medium term. Thus, we consider the transaction a distressed exchange and tantamount to default, and as a result we lowered our issuer credit rating on Transocean to 'SD'," S&P said. Issue-level and recovery ratings on existing debt are unchanged. S&P's issue-level and recovery ratings on Transocean's existing secured debt, unsecured guaranteed debt and unsecured debt are unchanged at 'B-' (recovery rating: '1'), 'CCC+' (recovery rating: '2 cap') and 'CCC' (recovery rating: '3'), respectively. The company has hired advisors. Transocean also disclosed that it has retained financial advisors Lazard Freres & Co LLC to proactively evaluate strategic alternatives to manage its liquidity and capital structure. S&P intends to review its ratings on Transocean over the next few days to incorporate the debt exchange and its forward-looking opinion on the creditworthiness of the entity. TRI-POINT OIL: Cigna Health Objects to Disclosure Motion -------------------------------------------------------- Cigna Health and Life Insurance Company objects to the Expedited Motion of Tri-Point Oil & Gas Production Systems, LLC and its Debtor Affiliates for order Conditionally Approving Disclosure Statement. Cigna objects to conditional approval of the Disclosure Statement because it fails to disclose whether and how the Run-Out Claims Obligations will be funded under the Plan for the full Run-Out Period. Cigna points out that the Disclosure Statement fails to account for the Run-Out Claims Obligations. Simply put, the Disclosure Statement fails to disclose whether and how Employee Healthcare Claims incurred but not paid prior to the Termination Date will be funded after the Effective Date of the Plan. Cigna asserts that to provide adequate information relating to Run-Out Claims, the Disclosure Statement must be amended to provide for (and any order confirming the Plan must direct) the full satisfaction of Run-Out Claims Obligations through the end of the Run-Out Period. A full-text copy of Cigna's objection dated July 7, 2020, is available at https://tinyurl.com/y87vbepx from PacerMonitor.com at no charge. Counsel for Cigna Health: CONNOLLY GALLAGHER LLP Jeffrey C. Wisler 1201 North Market Street, 20th Floor Wilmington, DE 19801 Telephone: (302) 757-7300 Facsimile: (302) 658-0380 E-mail: jwisler@connollygallagher.com About Tri-Point Oil Tri-Point Oil & Gas Production Systems, LLC, and its related entities -- https://www.tri-pointllc.com/ -- together form an oil and gas production and processing equipment company headquartered in Houston, Texas. Their services include engineering and design, installation, start-up, and after-market field maintenance to provide custom engineered and configured solutions to upstream and midstream customers. In addition, they provide services including training, on-site service, testing services, and aftermarket maintenance and repair. They also own and operate supply stores, located in the Permian Basin, Mid-Continent, and Rocky Mountain regions. On March 16, 2020, Tri-Point Oil and three affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-31777). In the petitions signed by CEO Jeffrey Martini, Tri-Point Oil was estimated to have $10 million to $50 million in assets and $50 million to $100 million in liabilities. The Hon. David R. Jones is the case judge. Debtors tapped Porter Hedges LLP as legal counsel; Alixpartners, LLP as financial advisor; and Bankruptcy Management Solutions, Inc. (which conducts business under the name Stretto) as claims agent. TRIUMPH GROUP: Prices $700M Offering of Senior Secured Notes ------------------------------------------------------------ Triumph Group, Inc. reports that it priced $700.0 million aggregate principal amount of its 8.875% senior secured first lien notes due 2024. The Notes are guaranteed by the same subsidiaries that guaranty certain of Triumph's other indebtedness, including its (i) 5.250% Senior Notes due 2022, (ii) 6.250% Senior Secured Notes due 2024 and (iii) 7.750% Senior Notes due 2025. The Notes and the Guarantees are secured, subject to permitted liens, by first-priority liens on substantially all of the Company's and the Guarantors' assets, including certain of the Company's real property. The collateral also secures the 2024 Notes on a second lien basis. The offering of the Notes is expected to close on Aug. 17, 2020, subject to customary closing conditions. The Company intends to use the net proceeds from the Notes Offering to repay the loans and other amounts outstanding under and terminate its revolving credit facility and to cash collateralize the letters of credit issued thereunder, to pay accrued interest, fees and expenses, and to increase its available cash for general corporate purposes. The Notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers, as defined in, and in reliance on Rule 144A under the Securities Act of 1933, as amended and to non-U.S. persons in offshore transactions outside the United States in reliance on Regulation S under the Securities Act. Neither the Notes nor the Guarantees are registered under the Securities Act or any other securities laws of any jurisdiction and will not have the benefit of any exchange offer or other registration rights. The Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. About Triumph Headquartered in Berwyn, Pennsylvania, Triumph Group, Inc. — http://www.triumphgroup.com/— designs, engineers, manufactures, repairs and overhauls a broad portfolio of aerospace and defense systems, components and structures. The company serves the global aviation industry, including original equipment manufacturers and the full spectrum of military and commercial aircraft operators. Triumph Group reported a net loss of $28.13 million for the year ended March 31, 2020, a net loss of $321.76 million for the year ended March 31, 2019, and a net loss of $425.39 million for the year ended March 31, 2018. As of June 30, 2020, the Company had $2.26 billion in total assets, $789.36 million in total current liabilities, $1.55 billion in long-term debt (less current portion), $643.25 million in accrued pension and other postretirement benefits, $7.48 million in deferred income taxes, $316.53 million in other noncurrent liabilities, and a total stockholders' deficit of $1.04 billion. * * * As reported by the TCR on Aug. 6, 2020, Moody’s Investors Service downgraded its ratings for Triumph Group, Inc., including the company's corporate family rating (CFR, to Caa3 from Caa2) and probability of default rating (to Caa3-PD from Caa2-PD). "The downgrades reflect its assertion of rising default risk over the next few years given the company's deemed unsustainable leveraged capital structure and the multi-year recovery of the aerospace industry as anticipated," says Eoin Roche, Moody's vice president and senior analyst covering Triumph. In June 2020, S&P Global Ratings lowered its issuer credit rating on Triumph Group Inc. to 'CCC+' from 'B-'. TRIUMPH GROUP: S&P Lowers Rating on New First-Lien Notes to 'B-' ---------------------------------------------------------------- S&P Global Ratings lowered its issue-level rating on Triumph Group Inc.'s proposed first-lien notes due 2024 to 'B-' from 'B'. S&P also revised the recovery rating to '2' from '1', indicating its expectations of a substantial (70%-90%; rounded estimate: 80%) recovery in a default scenario. S&P's other ratings on the company are not affected. The downgrade is due to the company issuing $700 million of notes compared to S&P's original expectations of $600 million, resulting in lower recovery prospects for lenders. The higher amount results in slightly worse credit ratios, but does provide extra liquidity to fund the large cash outflows S&P expects the next few years. Issue Ratings - Recovery Analysis Key analytical factors -- Pro forma for the proposed transaction, Triumph's capital structure will include $700 million of first-lien notes, a $75 million accounts receivable (AR) facility, $525 million of second-lien notes, and $800 million of unsecured notes. The AR facility is not rated. -- Other default assumptions include LIBOR rising to 2.5% and the AR facility is 100% drawn. Drawings on the AR facility are considered priority claims. Simulated default assumptions -- Emergence EBITDA: $189 million -- Default year: 2022 -- EBITDA multiple: 5x Simplified waterfall -- Net enterprise value (after 5% administrative expenses and pension claims): $682 million -- Priority claims (AR): $78 million -- Collateral value available to first-lien debt: $605 million -- Estimated first-lien claim: $731 million -- Recovery range: 70%-90% (rounded estimate: 80%) -- Collateral value available to second-lien debt: 0 -- Estimated second-lien claim: $541 million -- Recovery range: 0%-10% (rounded estimate: 0%) -- Total value available to unsecured claims: 0 -- Total unsecured claims: $1.495 billion ] -- Recovery range: 0%-10% (rounded estimate: 0%) Ratings List Triumph Group Inc. Issuer Credit Rating CCC+/Negative/-- CCC+/Negative/-- Ratings Lowered; Recovery Ratings Revised To From Triumph Group Inc. Senior Secured B- B Recovery Rating 2(80%) 1(90%) TUESDAY MORNING: Secures $25M Commitment from B. Riley ------------------------------------------------------ Tuesday Morning Corporation (NASDAQ: TUES) in July 2020 announced that the Company has obtained a commitment from BRF Finance Co., LLC, an affiliate of B. Riley Financial, Inc. (NASDAQ:RILY), for $25 million of debtor-in-possession ("DIP") financing as required by the Company’s current $100-million DIP agreement with its existing lender group. With this commitment, the Company has secured commitments for a total of $125 million to support the continuity of operations during Chapter 11 proceedings. As previously announced, due to the immense strain the COVID-19 pandemic and related store closures put on the Company, Tuesday Morning is pursuing a financial and operational reorganization designed to allow the Company to reduce its outstanding liabilities and strengthen its overall financial position. On May 27, 2020, Tuesday Morning filed voluntary petitions for protection under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Texas – Dallas Division to pursue this reorganization. The Company expects to emerge from Chapter 11 by early fall 2020. Steve Becker, Chief Executive Officer, stated, "We look forward to partnering with B. Riley going forward as we work hard to reorganize the company so it is as strong as it can possibly be. This additional capital is an important milestone as it provides significant liquidity for us to continue operations throughout the reorganization process. It also further validates our plan to emerge as a healthier business and as one of the leading home goods off-price retailers." The DIP financing with B. Riley Financial, Inc. remains subject to a number of conditions, including Bankruptcy Court approval. About Tuesday Morning Tuesday Morning Corporation, together with its subsidiaries, is a closeout retailer of upscale home furnishings, housewares, gifts, and related items. It operates under the trade name "Tuesday Morning" and is one of the original "off-price" retailers specializing in providing unique home and lifestyle goods at bargain values. Based in Dallas, Tuesday Morning operated 705 stores in 40 states as of Jan. 1, 2020. For more information, visit http://www.tuesdaymorning.com/ On May 27, 2020, Tuesday Morning and six affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 20-31476). Tuesday Morning disclosed total assets of $92 million and total liabilities of $88.35 million as of April 30, 2020. The Hon. Harlin Dewayne Hale is the case judge. Debtors tapped Haynes and Boone, LLP as general bankruptcy counsel; Alixpartners LLP as financial advisor; Stifel, Nicolaus & Co., Inc. as investment banker; A&G Realty Partners, LLC, as real estate consultant; and Great American Group, LLC as liquidation consultant. Epiq Corporate Restructuring, LLC, is the claims and noticing agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on June 9, 2020. The committee is represented by Munsch Hardt Kopf & Harr, P.C. UNITED METHODIST: CMS Objects to Amended Disclosure Statement ------------------------------------------------------------- The United States of America, on behalf of the U.S. Department of Health and Human Services' (HHS') Centers for Medicare & Medicaid Services (CMS), objects to the Amended Disclosure Statement of debtor The United Methodist Village, Inc. CMS objects to UMV's Disclosure Statement because its financial projections were inconsistent with its monthly operating reports, and because it failed to distinguish UMV's finances from those of UMV's then non-debtor subsidiary, Village Health Care Management, LLC (VHCM). CMS claims that Debtors' projections for other sources of income are similarly unsupported. Confidence in Debtors' projections is further undercut by an apparent inaccuracy within the Amended Disclosure Statement concerning Debtors' financial loss in 2019. CMS points out that in the absence of a court order granting substantive consolidation, Debtors' estates remain distinct for bankruptcy purposes. Thus, the disclosure statement should make it clear to the Debtors' respective creditors whether and how each Debtor may contribute to their respective reorganization. CMS asserts that the financial projections in the Debtors' Amended Disclosure Statement are inconsistent with its operating reports and otherwise lack support. These defects alone prevent a hypothetical investor from making an informed judgment about Debtors' Amended Plan. A full-text copy of the CMS' objection to Amended Disclosure Statement dated July 2, 2020, is available at https://tinyurl.com/y7vmrhrt from PacerMonitor at no charge. About The United Methodist Village The United Methodist Village, Inc., a non-profit nursing home in Lawrenceville, Ill., filed for bankruptcy protection under Chapter 11 (Bankr. S.D. Ill. Case No. 19-60046) on Feb. 22, 2019. In the petition signed by Ashli Wesley, administrator, Debtor disclosed $13,779,571 in assets and $7,164,533 in liabilities. Judge Laura K. Grandy oversees the case. Debtor has tapped Dent Law Office, Ltd., as bankruptcy counsel; Meyer Capel, A Professional Corporation as special counsel; and Svihla & Associates CPAs, LLC, as forensic accountant. UNITED METHODIST: RehabCare Objects to Disclosure Statement ----------------------------------------------------------- RehabCare Group East, LLC f/k/a RehabCare Group East, Inc. d/b/a RehabCare, objects to the Amended Disclosure Statement filed by the Debtors, The United Methodist Village, Inc. and Village Health Care Management, LLC. According to RehabCare, there are many issues with the Amended Disclosure Statement, but one of the major, underlying flaws is that it fails to provide accurate and full information concerning the Debtors’ corporate structures and relationship between them with respect to each entity’s assets, liabilities, and the operation of the skilled nursing and independent living facility located at 2101 James Street, Lawrenceville, IL 62439-2027 (the "Facility"). RehabCare points out that the Debtors ignore the fact that they are two ostensibly separate entities with separate assets and liabilities. RehabCare asserts that the Amended Disclosure Statement is deficient in how it classifies the claims because it does not indicate what claims and amounts are owed by which Debtor or whether assets of one Debtor will be used to pay liabilities of the other Debtor. RehabCare complains that the Amended Disclosure Statement is further deficient in its explanation of how it intends to treat general unsecured claims in Class 6. According to RehabCare, the Amended Disclosure Statement also fails to provide information on the accounts receivable(s) of each of the Debtors, including the amount, age, likelihood of collection, and timing. RehabCare points out that the Amended Disclosure Statement does not address Debtors' specific intent as to executory contracts or possible cure amounts and rejection damage claims that could result from the executory contracts, and how that might affect the restructuring or proposed plan. RehabCare asserts that the Amended Disclosure Statement also fails to provide information with respect to taxes or the tax consequences for the Debtors. RehabCare complains that the Amended Disclosure Statement also does not address the effect on patient care the proposed plan. Counsel for RehabCare Group East: Phillip A. Martin Laura M. Brymer FULTZ MADDOX DICKENS PLC 101 South Fifth Street, 27th Floor Louisville, Kentucky 40202 Telephone: (502) 588-2000 Facsimile: (502) 588-2020 E-mail: pmartin@fmdlegal.com E-mail: lbrymer@fmdlegal.com About The United Methodist Village The United Methodist Village, Inc., is a non-profit nursing home based in Lawrenceville, Illinois. The United Methodist Village filed for bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 19-60046) on Feb. 22, 2019. In the petition signed by Ashli Wesley, administrator, the Debtor disclosed $13,779,571 in assets and $7,164,533 in liabilities. The case has been assigned to Judge Laura K. Grandy. Roy J. Dent, Esq., at Dent Law Office, Ltd., represents the Debtor. US CELLULAR: Fitch Rates New Senior Unsecured Notes 'BB+/RR4' ------------------------------------------------------------- Fitch Ratings has assigned a 'BB+'/'RR4' rating to U.S. Cellular Corporation's (USM) proposed offering of senior unsecured notes. Net proceeds from the offering may be used to repay existing notes and other general corporate purposes, including the purchase of additional spectrum and funding of capital expenditures, including 5G-related spend. The notes will be senior unsecured obligations and will rank on parity with USM's existing and future senior unsecured obligations. Telephone and Data Systems, Inc.'s and USM's (or United States Cellular, a subsidiary of TDS) Long-Term Issuer Default Ratings are 'BB+'. The Rating Outlook is Stable. KEY RATING DRIVERS Coronavirus Impact: Fitch believes telecommunications is a low-risk sector relative to some other sectors, as there are recurring payments from subscription-based plans and wireless is generally a high-priority consumer payment. While Fitch expects increased demand for internet connectivity will have a positive effect on TDS's revenues, both on the wireless and wireline sides, lower equipment and roaming revenue will drag wireless revenues down in 2020. The company's commitment to the FCC's "Keep Americans Connected" pledge, waiver of overage fees and providing of free broadband services to certain customer segments are likely to impact EBITDA in the short term. Wireless Market Position: Fitch's ratings incorporate the smaller size of TDS' main operating unit, USM, in a market that is now dominated by three national wireless operators after the merger of Sprint with T-Mobile on April 1, 2020. This concern is mitigated by TDS' financial flexibility, arising from its low leverage and healthy liquidity position. For the LTM period ended on March 31, 2020, USM posted a net loss of 53,000 postpaid subscribers versus a net loss of 10,000 last year, largely due to lower gross additions and higher churn in connected devices. As of March 31, 2020, the postpaid subscriber base totaled approximately 4.44 million. Leverage Well Within Fitch's Expectations: Fitch estimates TDS' gross leverage at 1.5x as of March 31, 2020; this includes a portion of partnership distributions received from noncontrolling entities (versus 1.8x without). In calculating gross leverage, Fitch assumes a deconsolidation of financial services activity related to USM's equipment installment plan receivables, making adjustments for FS assets and corresponding debt. Fitch assumes a capital structure for FS operations, which is strong enough to indicate that FS activities are unlikely to be a cash drain on industrial operations over the rating horizon. The FS entity's target capital structure takes into account the relative quality of EIP receivables and its funding and liquidity. Fitch believes TDS's low debt leverage provides the company with ample room within its current rating sensitivities to incur additional debt over the next few years, which is needed to fund the aggressive investment plan it has laid out. Fitch believes these investments are critical to maintaining and enhancing the network infrastructure, including investment in the 5G network, for TDS to remain competitive in the long run. Strong Liquidity Profile: The ratings of TDS and USM reflect a current strong liquidity position owing to substantial cash balances, a conservative balance sheet, undrawn revolving credit facilities and long-dated maturities. As of March 31, 2020, TDS had a cash balance of $421 million and a combined revolver availability of $700 million, excluding outstanding letters of credit. The strong liquidity position compensates for the negative FCFs that Fitch expects over the rating horizon due to increased capital spending and spectrum purchases. These expenditures are expected to be largely funded through debt. TDS borrowed $125 million on its securitization facility in April 2020, as well as $50 million on a new $200 million credit facility in March 2020, to fund spectrum spending and fiber investments on the TDS telecommunications side. Spectrum Acquisitions: USM continues to build on its millimeter wave spectrum inventory, as the company obtained spectrum licenses in 37, 39 and 47 GHz auctions concluded in March 2020. These are in addition to 2019 acquisitions of two-millimeter wave auctions in 24 GHz and 28 GHz bands. Fitch believes USM will augment its spectrum portfolio through acquisitions of licenses in the midband category in the upcoming FCC auctions. These, along with the 600 MHz spectrum acquisitions in 2017, will form the basis for the company's 5G network and subsequent commercial launch. Cable Underpins Growth Strategy: Cable continues to register robust revenue growth, as broadband connections grew 10% in 1Q20, including those acquired from the Continuum acquisition closed in December 2019. As of March 31, 2020, the broadband penetration was at 44%. The company is also making significant investments in fiber both in- and out-of-territory. TDS entered the cable business with its acquisition of Baja Broadband in 2013, and it subsequently acquired BendBroadband in 2014. Noncore Assets Provide Flexibility: While Fitch believes TDS considers USM's 5.5% stake in the Los Angeles partnership and its tower portfolio as core assets, Fitch also recognizes that these assets provide the company with financial flexibility should the need arise as it pursues growth in the cable industry. DERIVATION SUMMARY TDS's ratings reflect USM's weaker competitive position in the U.S. wireless industry, which is dominated by three national players - AT&T Inc. (A-/Stable), Verizon Communications Inc. (A-/Stable) and T-Mobile USA, Inc. (BB+/Stable) - based on scale and number of subscribers. However, this rating concern is largely compensated by TDS's strong liquidity profile and high financial flexibility supported by relatively high cash balances and $700 million in combined (TDS and USM) revolver availability as of March 31, 2019, excluding nominal outstanding letters of credit and its generally longer dated maturity profile. Additionally, the EIP receivables securitizations provide an additional funding opportunity. Fitch expects FCF to be negative for the next several years due to the elevated capital investments, but the company has the ability to roll back capex if needed, as a significant part of the capex is success-based. On the wireline side, TDS is comparable with rural focused incumbent wireline providers, such as Windstream Services, LLC (NR) and Frontier Communications, Inc. (NR). However, compared with these companies, TDS has a conservative balance sheet with a lower leverage profile, a stronger liquidity position, long-dated maturities and greater financial flexibility. No country-ceiling, parent/subsidiary or operating environment aspects affect the ratings. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer -- Fitch expects 2020 revenue to decline in the mid-to-high single digits, largely driven by a decline in equipment revenue and roaming revenue. EBITDA for 2020 is expected to be only moderately lower than 2019 levels since equipment revenue does not generate an operating profit. EBITDA for 2020 will be negatively affected by an increase in bad debt during the year and a decline in roaming revenue. For 2020, Fitch has assumed steady wireless service ARPU, lower gross additions and postpaid churn in the 1.0%-1.1% range. -- Fitch expects a rebound in 2021, with revenue growing in the mid-to-high single digits, followed by revenue growth in low-to-mid single digits in subsequent years. Churn is expected to return to historical levels as stores reopen as expected following the coronavirus pandemic-related shutdowns. Wireline and cable revenues are projected to grow in the low-to-mid single digits. -- Fitch expects overall EBITDAR margins to average near 26% during the rating horizon. -- Capex intensity in 2020 is assumed to be elevated near the mid-20s as the company increases spending on modernization of networks, deployment of voice over LTE (VoLTE) and 5G and fiber expansion within and outside its footprint. Additionally, Fitch assumes spectrum acquisition spending of roughly $300 million, including the acquisitions of 37, 39 and 47 GHz spectrum in auctions concluded in March 2020. -- Share repurchases of $25 million each year are assumed over the forecast. -- To determine core telecom leverage, Fitch has applied a 1:1 debt-to-equity ratio to the company's handset receivables. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Fitch believes that competitive factors coupled with TDS's relative position in the wireless industry would not likely allow a positive rating action in the near term. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- In the longer term, Fitch believes TDS's and USM's ability to grow revenues and cashflows while competing effectively against much larger national operators will be key to maintaining their 'BB+' IDRs. In addition, if core telecom leverage (total debt/EBITDA) calculated including credit for material wireless partnership distributions in EBITDA approaches 3.5x, or if FFO net leverage approaches 3.0x, a negative rating action could be contemplated. 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 Strong Liquidity Profile: TDS has a cash balance of $565 million as of June 30, 2020. Of this, USM holds approximately $418 million. In addition, the company has a substantial combined availability of approximately $697 million, net of letters of credit, on revolvers at TDS and USM. USM also has an EIP receivables securitization facility of $200 million that has $75 million of availability after the company drew $125 million in April 2020 to fund its spectrum payment. The ratings at TDS and USM reflect the current strong liquidity position and financial flexibility owing to substantial cash balances, availability under revolving credit facilities and generally long-dated maturities, offsetting pressures from expected negative free cashflows over the forecast. Debt Structure Updates: In January 2020, TDS entered into a $200 million term loan credit facility with Co-bank and TDS. The company borrowed $50 million on the facility in March, and the remaining delayed draws are permitted through Jan. 6, 2021. The main financial covenants on the term loan facility require total consolidated interest coverage to be no less than 3.0x and the total consolidated leverage ratio to be no more than 3.25x. TDS also entered into new revolving facilities and terminated its previous revolving facilities at TDS and USM. The new revolvers retained the original commitments of $400 million and $300 million at TDS and USM, respectively, and effectively extended the maturities two years out from 2023 to 2025. As of March 31, 2020, TDS and USM had borrowing capacities $399 million and $298 million under their respective revolving facilities. The main financial covenants in the TDS revolving facility and USM's revolving and term loan facilities require total consolidated interest coverage to be no less than 3.0x and the total consolidated leverage ratio to be no more than 3.25x. In June 2020, USM amended and extended its term loan with CoBank; it is now a $300 million delay draw term loan due in June 2027. The company also re-evidenced its then-existing loan of $83 million with Co-bank. The earliest note maturities at TDS and USM are in 2045 ($116 million) and 2033 ($544 million face value), respectively. SUMMARY OF FINANCIAL ADJUSTMENTS Adjustments for outstanding EIP receivables related to financial services operations (assessed using a 1.0x debt-to-equity ratio) resulted in a reduced level of debt used in calculating Fitch's leverage metrics by approximately $500 million (as of YE19). REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. US CELLULAR: Moody's Rates Proposed Sr. Unsecured Notes 'Ba1' ------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to United States Cellular Corporation's proposed offering of senior unsecured notes. US Cellular's other ratings and outlook remain unchanged. The company may use proceeds from the Unsecured Notes to redeem existing debt, including some portion of its 7.25% senior notes due 2063, and for general corporate purposes which may include acquisitions of additional spectrum licenses. US Cellular is an 82% owned subsidiary of Telephone and Data Systems, Inc. (TDS, Ba1 stable); TDS's other ratings and outlook are unchanged. Assignments: Issuer: United States Cellular Corporation Senior Unsecured Regular Bond/Debenture, Assigned Ba1 (LGD4) RATINGS RATIONALE US Cellular's Ba1 senior unsecured debt rating benefits from the company's modest leverage, very good liquidity, a fairly conservative controlling shareholder and several valuable non-core investments, including the US's fifth largest wireless tower portfolio and a 5.5% minority stake in a wireless partnership with Verizon Communications, Inc. (Baa1 positive) in the Los Angeles market. Moody's believes US Cellular's tower portfolio and wireless partnership stake could be effectively monetized either partly or fully in order to provide additional financial flexibility if necessary. US Cellular's rating is constrained by its limited scale and the intense competitive challenges that it faces as a relatively small regional wireless operator in a consolidating wireless market comprised currently of three primary nationwide wireless operators. US Cellular, currently in a significant buildout phase as it prepares for the commercial launch of 5G wireless services in 2021, is investing in network, equipment and spectrum licenses critical to maintaining its competitive positioning and retaining and attracting customers. The COVID-19 crisis impacted the company as it did other wireless operators initially, with reduced gross additions and equipment sales due to store closings and reduced hours accompanied by improvements in churn trends. Underscoring some of the demand resilience of the wireless industry, in the second quarter of 2020 US Cellular posted lower than historical total postpaid churn of 0.89% and delivered approximately 12,000 postpaid connections net additions. The company's retail stores are now open and consumer traffic has been increasing. With the expiration of the FCC's Keep Americans Connected pledge on June 30, bad debt could worsen and customer demand trends could weaken with uncertainty surrounding ongoing government stimulus efforts and limited visibility into the length and nature of economic recovery. While US Cellular's service revenue was essentially flat in Q2 2020 compared to the same period in the prior year, ARPU grew 0.7% over the same period despite the COVID-19 related waiving of overage and late fees during the quarter, highlighting service upgrade activity to unlimited plans. Primarily comprised of postpaid subscribers, US Cellular's 4.87 million total retail postpaid and prepaid connections at the end of Q2 2020 were down 0.9% from the Q2 2019 period, reflecting negative net addition trends in quarters preceding Q2 2020. US Cellular's company-defined adjusted EBITDA margin improved to 28.8% in Q2 2020 from 26.4% in the prior year's comparable quarter, with lower SG&A expense a main driver. Moody's believes US Cellular's lack of scale will limit its ability to significantly improve margins and cash flow over the next two years until its 5G strategy is more fully implemented. TDS's SGL-1 speculative grade liquidity rating indicates its expectation that the company will sustain very good liquidity through the next 12 to 18 months. TDS maintains a strong liquidity profile characterized by large cash balances and no material debt maturities until 2033, except for TDS's $50 million term loan due 2027 and US Cellular's $82 million term loan due 2027. As of June 30, 2020, TDS had aggregate cash, cash-equivalents and short-term investments of $565 million and a $400 million committed bank credit facility. US Cellular also maintains its own revolving credit facility of $300 million. Both companies' lines of credit were effectively unutilized as of June 30, 2020 (except for $1 million of outstanding letters of credit on TDS's facility and $2 million of outstanding letters of credit on US Cellular's facility); both expire in March 2025. US Cellular also has a $200 million receivables securitization agreement to permit secured borrowings under its equipment installment plan receivables for general corporate purposes. The unused capacity under this agreement was $75 million as of June 30, 2020. For year-end 2020, Moody's expects TDS's capital spending to be almost $1.2 billion and dividends and capital distributions to minority partners to be about $80 million, resulting in about $220 million of negative free cash flow. Existing cash balances and external liquidity sources are more than ample to fund negative free cash flow. Moody's expects negative free cash flow to begin declining in 2021 largely due to moderating capital investing activity in US Cellular's 5G-related network modernization plans. Moody's expects continued but prudent capital investment intensity at TDS's wireline subsidiary under its targeted fiber overbuild strategy. Moody's expects these buildouts will be met with internal and external sources of liquidity sufficient to fund any cash shortfalls. TDS is a controlled company because over 50% of the voting power for the election of directors of TDS is held by the trustees of the TDS Voting Trust. The company's financial policies are conservative, including maintaining a strong balance sheet with ample liquidity allowing optionality and flexibility. TDS employs a conservative financial policy with long dated repayment obligations. The company's moderate leverage is necessary in light of the competitive nature of its end markets and the high capital investing requirements which may result in periods of negative free cash flow. TDS has a $250 million share repurchase authorization that does not have an expiration date. Moody's believes repurchases of stock will remain measured, as in the past. TDS purchases US Cellular stock to maintain an 80% ownership stake. Based on its expectations of the company's cash needs, Moody's expects both revolving credit facilities to remain undrawn over the next 12 months. The rapid and widening spread of the coronavirus outbreak, the deteriorating global economic outlook, falling oil prices and asset price declines are creating a severe and extensive credit shock across many sectors, regions and markets. The combined credit effects of these developments are unprecedented. The US telecom industry is expected to be more resilient than many sectors as the spread of the coronavirus outbreak widens and the global economic outlook deteriorates. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The instrument ratings reflect both the probability of default of TDS, as reflected in the Ba1-PD probability of default rating, an average expected family recovery rate of 50% at default and the loss given default assessment of the debt instruments in the capital structure based on a priority of claims. The Ba2 (LGD6) rating of TDS's senior unsecured notes reflects a junior position in the capital structure and the relatively significant amount of senior debt that is likely to remain outstanding at US Cellular. The senior unsecured notes of US Cellular, TDS's largest operating subsidiary, are rated Ba1 (LGD4) based on structural seniority and good asset coverage. TDS and US Cellular's senior unsecured revolvers and US Cellular's senior unsecured term loan (all unrated) are ranked ahead of US Cellular's senior unsecured notes to reflect the unconditional guarantees provided by certain TDS and US Cellular subsidiaries. The stable outlook reflects Moody's view that TDS and its US Cellular subsidiary will demonstrate stable to growing revenue in 2020 and 2021 and that TDS's consolidated leverage (Moody's adjusted) will remain below 3.5x for the next two years. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING: Moody's would consider an upgrade if TDS's leverage (Moody's adjusted) were sustained below 2.5x and free cash flow as a percentage of debt grew to the mid to high single-digits accompanied by consistent revenue and profitability growth. Moody's could downgrade TDS's ratings if leverage is likely to be above 3.5x (Moody's adjusted) for an extended period and free cash flow remains negative or if revenue and profitability trends weaken and persist. Also, a decision by US Cellular or TDS Telecom to sell a material amount of assets (such as spectrum, towers or wireline properties) and distribute proceeds to shareholders could also lead to a ratings downgrade The principal methodology used in these ratings was Telecommunications Service Providers published in January 2017. Headquartered in Chicago, Illinois, Telephone and Data Systems, Inc. is a diversified telecommunications company with approximately 4.9 million wireless customers and 1.2 million wireline and cable connections in 31 states within the US. TDS provides wireless operations through its 82% owned subsidiary, US Cellular, and conducts its wireline and cable operations through its wholly owned subsidiary, TDS Telecommunications Corporation. VERITAS BERMUDA: Moody's Rates Proposed Senior Secured Notes 'B2' ----------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Veritas Bermuda Ltd.'s proposed senior secured notes, the same rating as the existing secured notes. The new notes are part of a package of new secured debt (term loans and notes) being used to refinance existing senior secured term loans. On August 4, 2020, Moody's assigned a B2 rating to new secured term loans and affirmed existing ratings, including the B3 Corporate Family Rating. The B2 rating on the proposed notes reflects the senior most position of the secured notes and other secured debt in the capital structure. The proposed notes are pari passu with Veritas's secured term loans, revolving credit facilities and existing secured notes. RATINGS RATIONALE Veritas's B3 CFR is driven by its high leverage, declining revenues and challenges from an evolving storage software market. Leverage as of April 3, 2020 is estimated around 6x pro forma for run rate cost savings and excluding certain restructuring costs, but around 8x before those addbacks. Though Moody's expects declining revenue trends, cost reductions, should drive actual leverage to improve modestly but remain elevated. The high leverage is offset to some degree by large cash balances (estimated $568 million at closing of the transaction). The ratings also consider Veritas's leading market position as a provider of backup and recovery software and its entrenched position within enterprise customers' critical IT infrastructure. However, the storage management software market is shifting, and solutions provided by new entrants and new technologies may erode Veritas's leading market position over time. Moody's expects revenues in Veritas's core NetBackup and appliance product lines (around 61% of revenues) to continue to face competitive headwinds from the shift of workloads to the cloud, but remain relatively stable, while its remaining lines continue to decline. Overall, Moody's expects mid-single digit revenue declines over the next 12 -18 months. Veritas is owned by investment funds of private equity firm, The Carlyle Group and does not have an independent board of directors. Though financial policies will likely remain aggressive as evidenced by the high leverage, Carlyle has left substantial cash balances at the company while attempting to turn around revenue declines. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation for moderate declines in revenue offset to some degree by cost improvements over the next 18 months. The ratings could be upgraded if performance stabilizes, leverage is on track to fall below 6.5x and free cash flow to debt is on track to exceed 5%. The ratings could be downgraded if leverage is expected to exceed 8x for an extended period or free cash flow is expected to be negative (with some cushion while cash balances remain strong). Liquidity is good with an estimated $568 million of cash as of closing and an undrawn $250 million revolving credit facility. Free cash flow is expected to be positive over the next 12 months. Assignments: Issuer: Veritas Bermuda Ltd. Senior Secured Regular Bond/Debenture, Assigned B2 (LGD3) The principal methodology used in these ratings was Software Industry published in August 2018. Veritas Bermuda Ltd., headquartered in Santa Clara, California is a provider of storage management, and backup and recovery software. Veritas is owned by investment funds of the private equity firm, The Carlyle Group. Veritas generated approximately $2 billion of revenue in the LTM period ended April 3, 2020. VERITY HEALTH: Aug. 12 Plan Confirmation Hearing Set ---------------------------------------------------- Verity Health System of California, Inc. ("VHS") and the affiliated debtors and UMB Bank, N.A., as Master Indenture Trustee and Wells Fargo Bank, National Association, as Indenture Trustee for the 2005 Bonds (the "Trustees," and together with the Debtors, the "Movants") filed the Joint Motion for an Order Approving the Proposed Disclosure Statement. On July 2, 2020, Judge Ernest M. Robles granted the motion and ordered that: * The Disclosure Statement is approved. * Kurtzman Carson Consultants LLC will serve as the Plan Proponents' Solicitation Agent and provide access to Solicitation Packages. * July 9, 2020, is fixed as the last day for the Plan Proponents to serve Solicitation Packages on holders of record of the 2005 Series A, G and H Revenue Bonds and the 2015 Revenue Notes, including Nominees, as reflected on security position reports provided by The Depository Trust Company. * July 30, 2020 is fixed as the last day to deliver all ballots to the Solicitation Agent. * Aug. 12, 2020 at 10:00 a.m. is the hearing on confirmation of the Plan. * July 30, 2020 is fixed as the last day to file objections to the confirmation of the Plan or proposed modifications to the Plan. A copy of the order dated July 2, 2020, is available at https://tinyurl.com/yb2r8hr4 from PacerMonitor.com at no charge. Attorneys for the Debtors: SAMUEL R. MAIZEL TANIA M. MOYRON NICHOLAS A. KOFFROTH DENTONS US LLP 601 South Figueroa Street, Suite 2500 Los Angeles, California 90017-5704 Tel: (213) 623-9300 Fax: (213) 623-9924 E-mail: samuel.maizel@dentons.com tania.moyron@dentons.com nicholas.koffroth@dentons.com Attorneys for UMB Bank & Wells Fargo: PAUL J. RICOTTA DANIEL S. BLECK MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C. E-mail: pricotta@mintz.com dsbleck@mintz.com One Financial Center Boston, Massachusetts 02111 Tel: (617) 542-6000 About Verity Health System Verity Health System -- https://www.verity.org/ -- operates as a non-profit health care system in the state of California, with 1,680 inpatient beds, six active emergency rooms, a trauma center, and a host of medical specialties, including tertiary and quaternary care. Verity's two Southern California hospitals are St. Francis Medical Center in Lynwood and St. Vincent Medical Center in Los Angeles. In Northern California, O'Connor Hospital in San Jose, St. Louise Regional Hospital in Gilroy, Seton Medical Center in Daly City and Seton Coastside in Moss Beach are part of Verity Health. Verity Health also includes Verity Medical Foundation. With more than 100 primary care and specialty physicians, VMF offers medical, surgical and related healthcare services for people of all ages at community-based, multi-specialty clinics conveniently located in areas served by the Verity hospitals. Verity Health System was created in a transaction approved by California Attorney General Kamala Harris and completed in December 2015. Verity Health System of California, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 18-20151) on Aug. 31, 2018. In the petition signed by CEO Richard Adcock, Verity Health was estimated to have assets of $500 million to $1 billion and liabilities of $500 million to $1 billion. Judge Ernest M. Robles presides over the cases. The Debtors tapped Dentons US LLP as their bankruptcy counsel; Berkeley Research Group, LLC, as financial advisor; Cain Brothers as investment banker; and Kurtzman Carson Consultants as claims agent. VISTA PROPPANTS: Unsec. Creditors to Receive Nothing in Joint Plan ------------------------------------------------------------------ Vista Proppants and Logistics, LLC and its subsidiaries filed with the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, a Disclosure Statement in support of the Joint Plan of Reorganization dated July 3, 2020. The Plan provides for the resolution of Claims against and Interests in the Debtors and implements a distribution scheme pursuant to the Bankruptcy Code. Distributions under the Plan shall be funded with: (1) Cash on hand; (2) the issuance and distribution of the New Equity Interests; and (3) the Exit Facility. Class 6 General Unsecured Claims will be canceled, released, and extinguished as of the Effective Date without any distribution. In addition to the Debtors' outstanding obligations under the Term Loan Facility, the PlainsCapital ABL Facility, the MAALT Facility, and the Lease Obligations, the Debtors also have unsecured debt obligations, including, inter alia, amounts owed to trade vendors. Class 8 Interests in Debtors other than Vista HoldCo will be, at the option of the applicable Debtor, with the consent of the Required Consenting Lenders, either (i) reinstated, or (ii) cancelled, released, and extinguished without any distribution, and will be of no further force or effect. Class 9 Interests in Vista HoldCo will be canceled, released, and extinguished as of the Effective Date and will be of no further force or effect. Holders of an Interest in Vista HoldCo will not receive any distribution on account of such Interest. Under the Term Loan Facility, the Term Loan Lenders agreed to provide a long-term note payable to the Debtors at LIBOR (with a floor of 1.5%) plus 8.5 percent. Additionally, the Term Loan Facility requires PIK interest equal to 1% of the outstanding principal. The Debtors agreed to repay principal and interest in equal combined installments. The Term Loan Facility was used to fund capital expenditures, including the development of the West Texas Mine and for general corporate purposes. In the absence of default, the Term Loan Agreement matures on August 1, 2021. On the Effective Date, the New Parent Company will issue the New Equity Interests, Pro Rata, to the holders of the Allowed Term Loan Secured Claims (the "Issuance"). New Parent Company will take all necessary corporate action to effect the Issuance. On the Effective Date, all property in each Estate, all Retained Causes of Action, and any property acquired by any of the Debtors pursuant to the Plan shall vest in each respective Reorganized Debtor, free and clear of all Liens, Claims, charges, or other encumbrances. A full-text copy of the disclosure statement dated July 2, 2020, is available at https://tinyurl.com/ydgk23jn from PacerMonitor.com at no charge. Proposed Counsel for the Debtors: Stephen M. Pezanosky Matthew T. Ferris David L. Staab HAYNES AND BOONE, LLP 2323 Victory Avenue, Suite 700 Dallas, TX 75219 Telephone: 214.651.5000 Facsimile: 214.651.5940 E-mail: stephen.pezanosky@haynesboone.com E-mail: matt.ferris@haynesboone.com E-mail: david.staab@haynesboone.com About Vista Proppants and Logistics Vista Proppants and Logistics, LLC -- https://www.vprop.com/ -- is a pure-play, in-basin provider of frac sand solutions in producing regions in Texas and Oklahoma, including the Permian Basin, Eagle Ford Shale and SCOOP/STACK. It is headquartered in Fort Worth, Texas. Vista Proppants and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 20-42002) on June 9, 2020. At the time of the filing, Vista Proppants had estimated assets of less than $50,000 and liabilities of between $100 million and $500 million. Judge Edward L. Morris oversees the cases. The Debtors tapped Haynes and Boone, LLP, as their legal counsel. The Company has retained Alvarez & Marsal North America, LLC, as its Chief Restructuring Officer. Kurtzman Carson Consultants, LLC, is the claims, noticing, balloting and solicitation agent. VIVUS INC: Files for Chapter 11 to Sell to Icahn ------------------------------------------------ VIVUS Inc. and its subsidiaries voluntarily filed a prepackaged Chapter 11 reorganization plan in Delaware bankruptcy court July 7, 2020, under which the California-based biopharmaceutical company would become a wholly owned subsidiary of Carl Icahn's investment firm Icahn Enterprise Holdings LP. The Company solicited IEH -- as the only holder of claims in classes entitled to vote on the Prepackaged Plan -- and has received IEH's ballots voting in favor of the Prepackaged Plan in accordance with the amended and restated Restructuring Support Agreement executed by the Company and IEH on July 6, 2020. The Company believes that the Prepackaged Plan satisfies all requirements necessary for confirmation by the Court. The Company will request a combined disclosure statement and confirmation hearing for August 17, 2020, subject to the Court's availability. Upon confirmation of the Prepackaged Plan, the Company intends to consummate the restructuring transactions shortly thereafter. Under the Prepackaged Plan, VIVUS stockholders of record as of July 2, 2020 will receive, subject to the satisfaction of certain conditions, a pro rata share of (a) $5 million and (b) a non-transferable contractual contingent value right to earn another $2 per share if the Company meets certain financial milestones in both 2021 and 2022. VIVUS will continue its ongoing clinical and commercial operations wholly owned subsidiary of IEH Biopharma LLC, including sales and marketing of Qsymia® (phentermine and topiramate extended-release) capsules CIV for weight management in adults and PANCREAZE® (pancrelipase) for the treatment of exocrine pancreatic insufficiency due to cystic fibrosis or other conditions; preclinical and clinical development of VI-1016 for the treatment of pulmonary arterial hypertension; and expansion of the VIVUS Health Platform to integrate pharmaceutical solutions, technology and clinical stakeholders to improve patient outcomes through increased information capture, resulting in enhanced patient access, increased adoption, and treatment durability. "We appreciate the due diligence that the VIVUS management team undertook in exploring a variety of potential financing options, and agree with the team’s conclusion that this reorganization plan is the best option available to the Company and its shareholders," said David Norton, Chairman of VIVUS' Board of Directors. "We appreciate the continued support of IEH Biopharma and look forward to working with them in the years to come," said John Amos, VIVUS’ Chief Executive Officer. "We are also pleased that this reorganization plan will ensure continued seamless operations for our business partners and most importantly our patients and healthcare providers that utilize our pharmaceuticals and technology in their various clinical treatments." The Company expects that its common stock will be delisted from the Nasdaq Global Select Market because of the chapter 11 filing in connection with this transaction. The Company's existing NOL Rights Plan will remain in place until completion of the trading of its shares. The NOL Rights Plan will continue to provide, subject to certain exceptions that if any person or group acquires 4.9% or more of the Company's outstanding common stock, there would be a triggering event potentially resulting in significant dilution in the voting power and economic ownership of that person or group. NOL Motion In addition, the Debtors filed a motion (the "NOL Motion") seeking entry of an interim and final order establishing certain procedures (the "Procedures") with respect to direct and indirect trading and transfers of stock of the Company, and seeking related relief, in order to protect the potential value of the Company’s net operating loss carryforwards and certain other tax benefits of the Company. If the NOL Motion is granted by the Bankruptcy Court and the Procedures approved, in certain circumstances, the Procedures would, among other things, restrict transactions on or after July 7, 2020, involving, and require notices of the holdings of and proposed transactions by, any person or group of persons that is or, as a result of such a transaction, would become, a Substantial Stockholder of the common stock issued by VIVUS (the "Common Stock"). For purposes of the Procedures, a "Substantial Stockholder" is any person or, in certain cases, group of persons that beneficially own, directly or indirectly (and/or owns options to acquire) at least 800,000 shares of Common Stock (representing approximately 4.5% of all issued and outstanding shares of Common Stock as of April 30, 2020). If the Procedures are approved, any prohibited transfer of stock of the Company on or after July 7, 2020, would be null and void ab initio and may lead to contempt, compensatory damages, punitive damages, or sanctions being imposed by the Bankruptcy Court. A direct or indirect holder of, or prospective holder of, stock issued by the Debtors should consult the NOL Motion and Procedures proposed therein. About Qsymia Qsymia -- http://www.Qsymia.com/-- is approved in the U.S. and is indicated as an adjunct to a reduced-calorie diet and increased physical activity for chronic weight management in adults with an initial body mass index (BMI) of 30 kg/m2 or greater (obese) or 27 kg/m2 or greater (overweight) in the presence of at least one weight-related medical condition such as high blood pressure, type 2 diabetes, or high cholesterol. The effect of Qsymia on cardiovascular morbidity and mortality has not been established. The safety and effectiveness of Qsymia in combination with other products intended for weight loss, including prescription and over-the-counter drugs, and herbal preparations, have not been established. About Vivus Inc Vivus Inc. (NASDAQ: VVUS) is a biopharmaceutical company committed to the development and commercialization of innovative therapies that focus on advancing treatments for patients with serious unmet medical needs. It was incorporated in 1991 in California and reincorporated in 1996 in Delaware. As of the petition date, Vivus is a publicly traded company with its shares listed on the Nasdaq Global Market LLC under the ticker symbol "VVUS." Vivus maintains its headquarters in Campbell, Calif. Visit https://www.vivus.com for more information. Vivus and three of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-11779) on July 7, 2020. The petitions were signed by Mark Oki, chief financial officer. Judge Laurie Selber Silverstein presides over the cases. As of May 31, 2020, Debtors reported total assets of $213,884,000 and total liabilities of $281,669,000. The Debtors tapped Weil Gotshal & Manges LP as their general bankruptcy counsel, Richards, Layton & Finger P.A. as local counsel, Ernst & Young as financial advisor, and Piper Sandler Companies as investment banker. Stretto is the claims and noticing agent. WESTWIND MANOR: Sells Lakota Canyon Golf Course for $1.5M --------------------------------------------------------- Madeleine Osberger, writing for Aspen Daily News, reports that Warrior Acquisitions LLC, the owner of Lakota Canyon Golf Club, has sold the golf course and a significant amount of developable land in New Castle were acquired recently by Basalt-based The Romero Group for $1.5 million. Principal Dwayne Romero confirmed their ace in the hole in acquiring the golf club and 122 acres of developable land was patience in waiting out the details of bankruptcy court. Romero announced the purchase of the 18-hole championship course that was designed by Jim Engh, who also oversaw the redo of the Snowmass Club's course and designed Redlands Mesa in Grand Junction and Golden’s Fossil Trace, to his employees on Friday. Lakota Ranch first opened for play in May 2004. Based in Basalt, The Romero Group owns a majority of the Snowmass Village Mall — which it bought in June 2018 from Related Colorado for $28.5 million — and handles property management contracts including Aspen Highlands. Romero said Friday in an interview that the purchase fits well with Romero Group Realty's portfolio. "This acquisition leverages our core expertise in residential sales and commercial leasing activities, grown by many years of relationship building through the greater valley area," he said. In Romero's letter to his employees, he wrote, "This officially removes the cloud of bankruptcy tied to the previous ownership, paving the way for a new and exciting restart of golf and improvements at Lakota Canyon." In March 2019, Warrior Acquisitions LLC, the golf course's then owner, filed for Chapter 11 bankruptcy protection after failing to make a semi-annual, $500,000 interest payment on a promissory note that month, according to a story in the March 29, 2019 Post Independent. It said Warrior Custom Golf, the company's golf course arm, operated 18 courses across the country. "A nationwide downturn was blamed for the company's loss of $680,000 in 2018 on annual revenue of $13 million," the paper quoted a Warrior Golf spokesperson as saying. Romero said of the process: "[A] bankruptcy and public auction sale process can be very difficult and drawn out and is often filled with a good amount of uncertainty along the way. We were patient with it." About Westwind Manor Resort Association Westwind Manor Resort Association, Inc., and its subsidiaries operate two distinct business segments. Warrior Custom Golf focuses on the manufacture and sale of custom golf clubs. Warrior Acquisitions manages affiliates, like Warrior Golf, LLC, which own and manage golf courses. Warrior Custom Golf was founded in 1998 by Brendan Flaherty. It develops, manufactures markets and sells affordable custom golf clubs and related equipment to golfers worldwide. Warrior Custom Golf's products are custom built to the specifications of each customer. Warrior Acquisitions is the manager of six entities that own and operate 18 golf courses and parcels of land located throughout the United States. Both segments of the business are headquartered in Irvine, California. Westwind Manor Resort Association and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 19-50026) on March 4, 2019. The Debtors were estimated both assets and debt between $1 million and $10 million. The cases have been assigned to Judge David R. Jones. The Debtors tapped Cole Schotz P.C. as bankruptcy counsel; Sidley Austin LLP, as special counsel; Force Ten Partners LLC as financial advisor; and Donlin, Recano & Company, Inc. as claims and noticing agent. Henry Hobbs Jr., the acting U.S. trustee for Region 7, appointed an official committee of unsecured creditors on March 19, 2019. The committee is represented by Cozen O'Connor. WHITE BIRCH: Unsecureds CReditors Will Get 1.18% Dividend in Plan ----------------------------------------------------------------- White Birch Brewing LLC filed a Plan and a Disclosure Statement. Class 1 Wage Claims -- the wage claim submitted by Olga Gordon as Trustee for the Chapter 7 bankruptcy estate of David A. Herlicka. Proof of Claim #13, in the amount of $1,047 -- will be paid in full, without interest, within 30 days of confirmation. Class 4 Secured Claim of Heritage Savings Bank is impaired. A secured claim for Heritage Savings Bank will be allowed in the amount of $90,847 and will be repaid with interest at the rate of 6% accruing from April 17, 2020. Commencing retroactive to April 17, 2020, after an initial $3,300 payment made by Debtor, the Debtor has and will make monthly payments of $1,100 per month for a period of 108 months. Class 5 Secured Claim of Atlantic Importing is impaired. The filed proof of claim shows a $200,000 secured portion of Atlantic's claim. The Claim of Atlantic will be allowed in the secured amount of $183,344 ($200,000 less $16,656 in postpetition sales credits) plus accrued post-petition interest on said secured sum at the rate of 2%, with interest beginning to accrue 30 days after confirmation. The claim shall be a non-recourse claim paid only thorough a credit of 25% of the gross amount of orders purchased by Atlantic from Debtor. Class 6 Secured Claim of Jason Collier is impaired. The Claim of Collier will be allowed in the secured amount of $30,000 plus accrued post-petition interest on said secured sum at the rate of 2%, with interest beginning to accrue 30 days after confirmation. The claim shall be a non-recourse claim paid in 84 monthly installments of $383.02 starting Nov. 15, 2020. Class 7 Secured Claim of SoPo Holdings is impaired. The Claim of SoPo shall be allowed in the secured amount of $24,000 plus accrued post-petition interest on said secured sum at the rate of 2%, with interest beginning to accrue 30 days after confirmation. The claim shall be a non-recourse claim paid in 84 monthly installments of $306.42 starting November 15, 2020. Class 9 Secured Claim of Parktown Trust is impaired. Parktown has filed Proof of Claim #9 in the amount of $150,000. The Claim of Parktown will be allowed in the secured amount of $150,000 plus accrued postpetition interest on said secured sum at the rate of 2%, with interest beginning to accrue 30 days after confirmation. The claim will be paid in 83 monthly installments of $1,937 starting Dec. 15, 2020. Class 10 General Unsecured Claims totaling $1,141,447 are impaired. The Debtor anticipates a dividend payment of $13,500 paid pro rata to the unsecured creditors in 54 monthly installments in the gross amount of $250 starting in May 2024. The Debtor estimates the unsecured creditors will receive a 1.18% dividend ($13,500 payments/$1,141,447.42 estimated unsecured claims = 1.18%). Class 11 Equity Interest Holder, David A. Herlicka, will be the sole member of the Debtor’s reorganized Limited Liability Company, and will be the sole member of the Debtor in exchange for paying the gross sum of $30,000 in new value in 60 monthly installments of $500, with the first monthly installment being paid on or before Dec. 1, 2020. Payments and distributions under the Plan will be funded by the Debtor's postpetition operations income, and the pay-in of $30,000 in new value by David A. Herlicka. A full-text copy of the Disclosure Statement dated June 27, 2020, is available at https://tinyurl.com/yanesvj3 from PacerMonitor.com at no charge. The Debtor' attorney: Marc L. Van De Water, Esquire Van De Water Law Offices, PLLC 44 Albin Road Bow, NH 03304 (603) 647-5444 About White Birch Brewing White Birch Brewing LLC, a brewery company specializing in handcrafted batches of beer, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.H. Case No. 19-10622) on May 5, 2019. At the time of the filing, the Debtor had estimated assets of less than $500,000 and liabilities of between $10 million and $50 million. The case is assigned to Judge Bruce A. Harwood. The Debtor is represented by Van De Water Law Offices, PLLC. WINDSTREAM HOLDINGS: S&P Assigns 'B-' ICR on Bankruptcy Emergence ----------------------------------------------------------------- S&P Global Ratings assigned a 'B-' issuer credit rating and stable outlook to U.S.-based telecommunications provider Windstream Holdings Inc. following the company's emergence from Chapter 11 bankruptcy with a new capital structure. S&P also assigned a 'BB-' issue-level rating and '1+' recovery rating to subsidiary Windstream Services LLC's $500 million first-out senior secured revolving credit facility. The '1+' recovery rating indicates S&P's expectation for full (greater than 100%) recovery in the event of payment default. At the same time, S&P is assigning a 'B' issue-level rating and '2' recovery rating to Windstream Services LLC's senior secured first-lien credit facility, which will consist of $1.4 billion of notes (issued by Windstream Escrow LLC)and a $750 million term loan B. The '2' recovery rating indicates S&P's expectation for meaningful (70%-90%; rounded estimate: 70%) in the event of payment default. Windstream faces sharp revenue and EBITDA declines over the next couple of years, with longer term opportunities around fiber development. While the company's overlap with major incumbent cable operators is lower than that of its peers, at about 50%, it still faces significant competition. Cable providers have upgraded their networks to DOCIS 3.1 and are able to offer download speeds of 1 gigabit per second (Gbps). The company's more competitive markets represent about 77% of its homes passed and Windstream's market share is low, at around 20%, given its majority copper-based infrastructure and lower speed availability. Approximately 60% of its homes passed only have access to 100 megabits (Mbps) per second or less. In order to address this competitive disadvantage, the company is deploying fiber-to-the-premise and plans to pass 1.7 million additional homes with fiber (or fixed wireless technology) by 2026 (40% coverage). Given the company's low penetration rates, S&P believes the fiber deployment provides opportunities for Windstream to grow its market share. That said, reversing weak financial performance will take time to develop and there is the potential for execution missteps arising from its turnaround plan. Windstream's enterprise segment is suffering from steep revenue declines, which could be exacerbated by the coronavirus pandemic and recession. The enterprise segment accounts for about half of its revenue but only 25% of EBITDA given that a large portion of this business lacks ownership economics since it depends on incumbent telecom and cable operators to provide service to its customers base. As such, contribution margins are weak, at around 20%, although the company is aggressively reducing costs to preserve profitability. Revenue declines accelerated since the Aurelius lawsuit in 2017 and subsequent Chapter 11 filling in February 2019 due to concerns regarding the company's capital investments during restructuring. During the second quarter of 2020, total enterprise revenue and EBITDA declined 14% and 15%, respectively, from the year-ago period. While Windstream has been aggressive in selling cloud-based networking solutions such as SD-WAN and UCaaS, which is more profitable to telecommunications providers that lack their own facilities, S&P believes the recession will have a meaningful impact on enterprise revenue as these customers look to scale back their IT spending, although the presence of long-term contracts suggest it could take time to see the impact on revenue and cash flow. Settlement with Uniti will accelerate fiber deployment and bolster free operating cash flow (FOCF). As part of its settlement with real estate investment trust Uniti Group Inc., of which Windstream is the primary tenant, its approximate $650 million lease payment to Uniti will remain intact but Windstream will receive $1.75 billion over 10 years to improve its network and $490 million in quarterly cash payments over five years. Uniti will also purchase fiber assets from Windstream for about $285 million. S&P views this transaction favorably since the payments to Windstream will offset higher levels of capital expenditures (capex) required to upgrade the Uniti-owned network, while improving Windstream's cash flow profile. Despite the reduction in debt as the company emerges from bankruptcy, leverage is still elevated. While the company's adjusted leverage (which includes the Uniti lease obligation) is reduced to the low-4x area from about 6x when it entered bankruptcy in 2017, it is still elevated based on ongoing declines of its voice, video, and copper-based broadband revenue, in S&P's view. Furthermore, S&P believes the company will be challenged to reduce leverage over the next couple of years because of earnings declines and limited FOCF. If Windstream successfully executes on its strategy to profitably grow its consumer broadband subscriber base while moderating enterprise revenue declines, S&P believes the company could reverse top-line and EBITDA declines, enabling it to reduce leverage over time, although this is currently not incorporated in S&P's base-case forecast. The stable outlook reflects S&P's view that although weak economic conditions and secular industry declines should contribute to lower earnings over the next couple of years, Windstream's fiber-to-the premise network investments will help it moderate revenue declines while maintaining its EBITDA margin in the mid-30% area such that adjusted leverage remains comfortably below 5x. "We could lower the ratings if aggressive competition or execution missteps constrain Windstream's ability to increase broadband penetration or reverse weak operating trends in the enterprise segment, such that EBITDA declines persist, FOCF turns negative, and leverage increases, leading us to assess the capital structure as unsustainable. We could also lower the rating if we believe the company will face a near-term liquidity crisis," S&P said. "Over the longer term, we could raise our ratings on Windstream if it profitably captures significant broadband share in its markets while growing EBITDA and improving FOCF. An upgrade would require Windstream to sustain leverage below 4x. This could occur longer term if the company successfully executes its fiber expansion strategy," the rating agency said. WIS HOLDING: Court Approves $7M Inventory Auditors’ Wage Deal --------------------------------------------------------------- Kathleen Dailey, writing for Bloomberg News, reports that a California federal judge granted approval of a $7 million settlement resolving overtime claims brought by more than 500 WIS International Inc. employees who audited inventory for major retailers like Walmart and PetSmart. The global settlement covers two separate lawsuits brought by inventory employees against WIS before it filed for Chapter 11 bankruptcy and was acquired by Retail Services WIS and Centre Lane Partners. Judge William Q. Hayes of the U.S. District Court for the Central District of California approved the settlement as to the Fair Labor Standards Act collective action brought by Richard Hose in 2014. About WIS Holding WIS Holding Company and its subsidiaries were in the business of providing outsourced inventory verification services and retail merchandising services throughout the United States and internationally. They provided physical inventory verification for retail customers in order to manage and deter inventory shrinkage and to comply with annual GAAP audit requirements necessitating physical verification. They historically provided those services to a diverse customer base, including large retailers such as Walmart. As of Jan. 1, 2017, the Debtors operated out of 189 offices in 42 U.S. States and nine Canadian provinces. The Debtors closed the sale of substantially all of their assets to Retail Services WIS, Corporation on June 8, 2017. On July 2, 2018, WIS Holding Company, Inc. and certain of its affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The Debtors' bankruptcy cases are jointly administered under Bankr. D. Del. Case No. 18-11579 and were pending before the Honorable Christopher S. Sontchi. The Debtors tapped POTTER ANDERSON & CORROON LLP as counsel; and JND CORPORATE RESTRUCTURING as claims agent. WISE ESPRESSO: Aug. 12 Plan Confirmation Hearing Set ---------------------------------------------------- On March 4, 2020, Wise Espresso Bar, Corp. filed with the U.S. Bankruptcy Court for the Eastern District of New York a Disclosure Statement for the Plan or Reorganization. On July 2, 2020, Judge Carla E. Craig approved the Disclosure Statement and established the following dates and deadlines: * The Deadline for the confirmation of the Plan of Reorganization is extended to Aug. 17, 2020. * Aug. 12, 2020 at 3:00 p.m. before the Honorable Carla E. Craig, United States Bankruptcy Judge, United States Bankruptcy Court for the Eastern District of New York, 271-C Cadman Plaza East, Brooklyn, New York, Courtroom 3529 is the hearing for confirmation of the Plan. * Aug. 5, 2020 is fixed as the last day for filing and serving written objections to confirmation of the Plan. * Aug. 5, 2020 at 4:00 p.m. is fixed as the last day to submit all ballots voting in favor of or against the Plan. * Aug. 5, 2020 at 4:00 p.m. is fixed as the last day for filing Objections to confirmation of the Plan. A copy of the order dated July 2, 2020, is available at https://tinyurl.com/yctpkmmu from PacerMonitor at no charge. About Wise Espresso Bar Wise Espresso Bar, Corp., operates a cafe and restaurant serving Russian and European Fusion cuisine in Brooklyn, New York. The Chapter 11 case stems from the filing of two claims under the FLSA (Federal Labor Standards Act), by two former employees of the business. Wise Espresso filed for Chapter 11 bankruptcy protection on March 25, 2019. Alla Kachan, Esq., at LAW OFFICES OF ALLA KACHAN, P.C., is the Debtor's counsel. WMG ACQUISITION: S&P Rates $550MM Senior Secured Notes 'BB' ----------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '3' recovery rating to WMG Acquisition Corp.'s proposed $550 million senior secured notes due 2031. The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%; weighted average: 65%) recovery of principal in the event of a payment default. The company will use the net proceeds to pay down a portion of its existing $1.326 billion term loan ($1.323 outstanding as of June 30, 2020). S&P viewed the transaction to be leverage neutral. Its issuer credit rating remains 'BB'. The outlook is stable. The 'BB' issuer credit rating reflects WMG's growth trajectory largely mirroring the music industry's continued growth momentum driven by the proliferation of streaming services globally. S&P continues to expect WMG's adjusted leverage to decline to the low 4.0x area while discretionary cash flow (DCF) to debt will be above 10% on a sustained basis over the next 12 months. The deleveraging is driven by strong operating performance, particularly within digital streaming, and the company's improved long-term incentive compensation cost structure post the completion of its initial public offering (IPO). ISSUE RATINGS – RECOVERY ANALYSIS Key analytical factors: -- Physical sales decline significantly due to economic and structural pressure coupled with lower digital music sales. -- Weaker-than-expected adoption of emerging subscription-based and ad-supported services. -- Greater competition in signing new artists. -- Weak album-release schedule further stressing the company's cash flow, and ongoing piracy. -- S&P's default scenario assumes that WMG would reorganize, given its diverse catalog of recorded music and copyrights to a large music library. -- S&P valued the enterprise using an EBITDA multiple of 6.5x and a run-rate EBITDA decline of approximately 45% from the default year of 2025. Simulated default assumptions: -- Simulated year of default: 2025 -- EBITDA at emergence: $333 million -- EBITDA multiple: 6.5x -- 85% of the revolver is drawn at default Simplified waterfall: -- Net enterprise value (after 5% administrative costs): $2.05 billion -- Collateral value available to secured creditors: $1.73 billion -- Secured first-lien debt: $2.9 billion -- Recovery expectations: 50%-70%; rounded estimate: 65% -- Senior unsecured notes: $330 million -- Other pari passu unsecured claims: $1.2 billion -- Recovery expectations: 10%-30%; rounded estimate: 20% Note: All debt amounts include six months of prepetition interest XENIA HOTELS: Moody's Assigns 'B1' CFR, Outlook Negative -------------------------------------------------------- Moody's Investors Service assigned first-time ratings to Xenia Hotels & Resorts LP including a B1 Corporate Family Rating and a B1 rating to the issuer's proposed $300 million senior secured notes currently being marketed. The proceeds from the new debt financing will be used to repay outstanding borrowings on the company's existing corporate credit facilities, including its revolver and term loans, as well as for general corporate purposes. In the same rating action, Moody's assigned a speculative grade liquidity rating of SGL-3 to the company. The rating outlook is negative. The negative outlook reflects Moody's expectation that current travel restrictions put in place across the US related to the spread of the COVID-19 coronavirus will put significant pressure on Xenia's earnings and operating cash flows over the next twelve to eighteen months. The negative outlook also reflects the uncertain prospects for recovery, as job losses and declining asset values will impact consumer discretionary spending once the public health crisis subsides. The following ratings were assigned: Issuer: Xenia Hotels & Resorts LP -- Corporate Family Rating at B1 -- Gtd Senior Secured Debt Rating at B1 -- Speculative Grade Liquidity Rating at SGL-3 Outlook Action: Issuer: Xenia Hotels & Resorts LP -- Outlook assigned Negative RATINGS RATIONALE The rapid spread of the coronavirus outbreak, deteriorating global economic outlook, low oil prices, and high asset price volatility have created an unprecedented credit shock across a range of sectors and regions. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Its action reflects the impact on Xenia's credit quality it has triggered, given its exposure to the lodging real estate sector, which has left it vulnerable to shifts in market demand and sentiment in these unprecedented operating conditions. Xenia's B1 corporate family rating reflects the company's high quality and well-diversified portfolio of luxury and upper upscale, premium branded hotel properties located in high barrier to entry US markets with low supply growth. Xenia's portfolio benefits from a focus on smaller and more transient orientated properties in key leisure and drive-to markets, which are expected to have a quicker recovery to stabilization in the current environment. The ratings also reflect an experienced management team with many years of hospitality specific experience, which Moody's believes should help the REIT to navigate the challenges stemming from the coronavirus pandemic. These positives are partially offset by Xenia's weakened credit profile as a result of the pandemic and pro forma for the proposed debt transaction, with high leverage and secured debt levels for the rating category. Furthermore, a modest unencumbered asset pool with a significant portion of assets pledged as collateral to the existing credit facilities and the new $300 million senior secured notes, constrains the ratings and financial flexibility. The ratings also reflect the company's moderate brand concentration to Marriott International, Inc. (Baa3/Negative) and Hyatt Hotels Corporation (Baa3/Negative), representing approximately 77% of total portfolio rooms. Additionally, the inherent cyclicality and volatility of the lodging sector, driven by its sensitivity to consumer demand and sentiment, is a material credit negative versus the broader spectrum of rated REIT issuers. Moody's notes, however, that 35 of the REIT's 39 hotel assets are currently open and operating as of July 2020, with all hotels expected to reopen by year-end -- albeit with reduced occupancy. Xenia's pro forma liquidity position (SGL-3) is considered adequate, supported by $317 million in cash on hand, and $194 million available on its $500 million revolver due February 2022 with a one-year extension option. Moody's notes that Xenia fully drew down the remaining $340 million on its revolver in March 2020 as a precautionary measure to increase its cash position and preserve financial flexibility. Moreover, Moody's expects the new $300 million senior secured debt issuance to strengthen the REIT's liquidity, near-term maturity profile and access to capital. Concurrent with the transaction, Xenia amended all of its existing corporate credit facilities, including its unsecured $500 million revolver and its unsecured term loans totaling $575 million, to be secured by the same subsidiaries and assets that provide collateral for the new senior secured notes. Additionally, Xenia obtained temporary waivers for all credit facility financial covenant tests through the first quarter of 2021 and extended its existing $175 million term loan by one year to February 2022. Pro forma for the transaction, near-term maturities are manageable, with approximately $263 million due in 2022, including $212 million in term loans due between February and October 2022 and $51 million in non-recourse mortgage debt. That said, Xenia's unencumbered asset pool declined to approximately 37% of gross assets pro forma for the debt issuance and credit facility amendment, from approximately 80% as of June 30, 2020. At the same time, Xenia's secured debt to gross assets increased to approximately 39% from 13% as of June 30, 2020 and represents a material change in capital structure and financial policy. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be downgraded either via weakened operating performance or inadequate liquidity over the next 12-18-month period. Additionally, a failure to generate positive free cash flow by mid 2021 and/or improve leverage closer to pre-COVID levels could also lead to downward ratings pressure. Although not likely given the negative outlook, ratings could be upgraded if Net Debt/EBITDA is sustained closer to 5.0x and fixed charge coverage exceeds 3.5x on a sustained basis. A ratings upgrade would also require Xenia to maintain secured debt below 25% of gross assets and ample liquidity through industry and economic cycles. Xenia Hotels & Resorts, Inc. is a publicly traded lodging REIT that invests primarily in luxury and upper upscale hotels and resorts, with 39 premium-branded hotel assets and a focus on the top 25 US lodging markets as well as key leisure destinations. As of June 30, 2020, the company reported approximately $4.1 billion in gross assets. The principal methodology used in these ratings was REITs and Other Commercial Real Estate Firms published in September 2018. [*] CARES Act Questions for Distribution, Manufacturing & Retail ---------------------------------------------------------------- Stephanie Berntsen, Carmen Calzacorta, Jennifer Campbell, Omar Contreras, Dan Eller, and Kenneth katzaroff of Schwabe, Williamson & Wyatt PC wrote an article on JD Supra titled "CARES Act Questions for the Manufacturing, Distribution and Retail Industry - Update #6." CARES Act Employment Considerations CARES Act Tax Considerations CARES Act Lending Programs Congress recently passed the economic stimulus package referred to as the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act1"), the Paycheck Protection Program and Health Care Enhancement Act ("PPPHCE Act"), and the Paycheck Protection Program Flexibility Act ("PPP Flexibility Act") (together, the CARES Act1, PPPHCE Act, and PPP Flexibility Act are called the "CARES Act"). The CARES Act is important to certain manufacturers because it offers necessary financial relief during this unprecedented time. Understanding the available loans and grants, tax provisions, and employment considerations available under the CARES Act could have a tremendous impact on manufacturers as they make business-critical decisions about their workforce and the continuation of their businesses. As further information becomes available about financial relief offered under the CARES Act, we will update this post. What are the key provisions in the CARES Act that impact the manufacturing sector?‎ The CARES Act establishes a new temporary lending program for small businesses, extends the Economic Injury Disaster Loan ("EIDL") program and allows for advances, amends the tax code, and ‎includes new items relevant to unemployment insurance.‎ CARES Act Employment Considerations The CARES Act made federal funds available to states that enter into agreements with the federal government to increase their weekly unemployment benefits and added additional funds available if states eased some of their unemployment requirements. 1. Are workers who were not typically eligible for unemployment now able to receive benefits? Yes. The CARES Act created a Pandemic Unemployment Assistance program that expands coverage to individuals who would otherwise not be qualified for benefits, including self-employed workers, independent contractors, and part-time workers. As with other recipients, these individuals must still establish that they are able and available to work but cannot because of a COVID-19 related reason. The benefits will be administered by the states, which means the states will determine eligibility, but these benefits are federally funded and will be eligible through December 31, 2020. 2. Is there an increase in benefits that workers can receive? Yes. The federal government will provide an additional $600 per week in Federal Pandemic Unemployment Compensation for those who receive unemployment benefits as of the date the state enters into an agreement with the federal government until July 31, 2020. 3. A worker has exhausted their unemployment benefits that a state provides. May they receive more? Yes. The CARES Act established Pandemic Emergency Unemployment Compensation to provide an additional 13 weeks of unemployment benefits for workers who have exhausted their state benefits, are able and available to work, but cannot work because of a COVID-19 related reason, including but not limited to quarantine, illness, or movement restriction order. These additional 13 weeks become available as of the date the state enters into an agreement with the federal government until December 31, 2020. 4. How does the CARES Act interact with the Families First Coronavirus Response Act ("FFCRA") for my employees? The FFCRA requires employers with fewer than 500 employees to provide up to 80 hours of emergency paid sick leave ("EPSL") and emergency paid Family and Medical Leave Act ("EPFMLA") in certain circumstances. The CARES Act clarified the amounts that individuals would be paid under these leaves. For example, an individual who takes 80 hours of EPSL because they are seriously ill with COVID-19 symptoms and cannot perform work would be paid their regular daily rate up to a maximum of $511 per day, or $5,110. If another employee needs to stay home to care for young school-aged children and cannot perform work, that employee would be paid up to two-thirds of their regular daily rate to a maximum of $200 per day, or $12,000 (if you combine their EPSL and EPFMLA). The CARES Act also clarified that an individual who was laid off on or after March 1, 2020, worked for an employer at least 30 of the last 60 calendar days before the layoff, and is rehired is eligible for EPFMLA. 5. Does seeking tax credits under the FFCRA for emergency sick leave and extended leave make me ineligible for a Paycheck Protection Program ("PPP") loan? No, you may seek tax credits under the FFCRA and still apply for a PPP loan. You just cannot apply the payments you make under the FFCRA to employees for emergency sick leave or extended FMLA leave towards PPP loan forgiveness if you are seeking a tax credit for the same funds. That would be "double-dipping." CARES Act Tax Considerations 1. What are three "big" tax provisions for manufacturers in the CARES Act? * Net operating loss ("NOL") carrybacks. * Increase in allowable interest deduction. * Deferral of payroll tax/employee retention tax credits. 2. How does the NOL carryback provision work? Under the CARES Act, companies with losses from 2018, 2019, and 2020 may be able to carry those losses back five years and offset up to 100% of taxable income. That could generate tax refunds that businesses could put to use upon receipt. 3. Why should manufacturers care about the increase in the interest deduction? Under the CARES Act, the maximum amount of business interest deductions is increased from 30% of earnings before interest, taxes, depreciation, and amortization ("EBITDA") to 50% of EBITDA. This means businesses can reduce their taxable income for 2020 and 2021 by deducting more interest expense. Although this takes longer for businesses to realize the savings, it is a net win. Businesses should note, however, that this provision sunsets starting in 2022. 4. Payroll tax deferral and employee retention credits are lumped together. Looking at them one at a time, what more do we need to understand about deferral of payroll taxes? Under the CARES Act, businesses are permitted to defer payment of the employer's share of Social Security taxes through the end of 2020. Businesses deferring payroll taxes under this provision are permitted to pay half of the deferred amount by the end of 2021 and the remaining half by the end of 2022. All the while, no penalties or interest will accrue. So in some ways, you can view this as a short-term interest-free loan from the government. 5. What can you tell me about the employee retention tax credit? The CARES Act creates a new, temporarily refundable payroll tax credit for "eligible employers" affected by COVID-19. An eligible employer is an entity (1) whose operation is fully or partially suspended in response to governmental orders limiting commerce, travel, or group meetings or (2) that has experienced a significant decline in gross receipts, defined as a decline of 50% or more in quarterly receipts when compared to the prior year quarter. If an employer meets that definition, the credit is 50% on the first $10,000 of certain wages incurred or paid from March 13, 2020, through December 31, 2020. The credit is not available to those employers getting PPP loans. CARES Act Lending Programs Small Business Lending 1. What programs are available? The Paycheck Protection Program ("PPP") was established and the Economic Injury ‎Disaster Loan ("EIDL") program was extended to certain businesses, and advances were allowed. For the PPP, ‎apply at a Small Business Administration ("SBA") lender, and for the EIDL program, apply on the SBA site. ‎ 2. How does the PPP application process work? The PPP loans were first come, first served. For PPP, lenders began taking applications on‎ April 3, 2020, for small businesses and sole proprietorships, and on April 10, 2020, for independent contractors ‎and self-employed persons. Applications were suspended as of April 16, 2020, due to lack of funds. The funds were replenished as of April 24, 2020, by $310 billion, of which $250 billion is for PPP and an additional $60 billion is set aside for PPP to be issued by certain depository institutions. See Question 3A. PPP loan program expired as of June 30, 2020.‎ As of April 24, 2020, an additional $50 billion was allocated to EIDLs and an additional $10 million was allocated for EIDL grants. As of June 30, 2020, applications are still being accepted for EIDLs; check the EIDL website for the current status.‎ 3. Are PPP funds available as of end of day on June 30, 2020? No. The PPP loan program expired as of end of day on June 30, 2020. The PPP originally had $349 billion available, which was exhausted as of April 16, 2020. On April 24, 2020, the Paycheck Protection Program and Health Care Enhancement Act ("PPPHCE Act") went into effect with an additional funding of $310 billion. As of June 30, 2020, the program expired, but there were approximately $130 billion unused. There are currently several proposals to repurpose the remaining PPP funds, with the hope of seeing legislation by the end of July. 3A. What are the set-aside provisions for rural, minority, and women-owned small businesses? The purpose of the set-aside provisions is to help rural small businesses, minority small businesses, and women-owned small businesses get access to the PPP funds. The set-aside provisions reserve certain amounts for PPP, specifically: * $30 billion for loans made by insured depository institutions and credit unions that have assets between $10 billion and $50 billion; and * $30 billion for loans made by community development financial institutions, minority depository institutions, Small Business Investment Alliance ("SBIA") development companies, and intermediaries ("Community Financial Institutions") and small insured depository institutions and credit unions with assets of less than $10 billion. 4. Who is eligible for the Paycheck Protection Program? The CARES Act creates a new loan program run through lenders and the Small Business ‎Administration called the Paycheck Protection Program ("PPP"), which is designed to provide a direct incentive for small businesses to keep their workers on the payroll. First, the following entities may be eligible (see Question 7 for ineligible businesses): * Small business concerns that meet the SBA size standards. A business can qualify if it meets the SBA employee-based or revenue-based size standard corresponding to its primary industry. Many manufacturers fall within SBA size standards that allow for greater than 500 employees. See NAICS Codes – 13 CFR 121.201. * Small business concerns that meet both tests in the SBA's "alternative size standard" as of March 27, 2020: (1) the maximum tangible net worth of the business is not more than $15 million; and (2) the average net income after federal income taxes (excluding any carry-over losses) of the business for the two full fiscal years before the date of the application is not more than $5 million. * Any business that meets the SBA employee-based size standard for the industry in which it operates (if applicable). * Any 501(c)(3) nonprofits, 501(c)(19) veterans organizations, or Tribal ‎business concerns described in section 31(b)(2)(C) of the Small Business Act that have 500 or fewer employees whose principal place of residence is in the United States, or that meet the SBA employee-based size standards for the industry in which they operate. * Any business with a NAICS Code that begins with 72 (Accommodation and Food Services) that has more than one physical location and employs fewer than 500 people per location. * Sole ‎proprietorships, independent contractors, and self-employed individuals. The affiliation rules apply for most businesses. See Questions 5 and 6. Second, the eligible business must: * Have had operations on February 15, 2020; and * Either had employees for whom the business paid salaries and payroll taxes or paid independent contractors. * As part of the application, the business will need to supply documentation and certifications relating to these items. See Questions 13 and 14. ‎ 4A. On May 18, 2020, the SBA issued an Interim Final Rule stating that to calculate the number of employees of an entity for purposes of determining eligibility for the PPP, an entity must include all employees of its domestic and foreign affiliates, except in those limited circumstances in which the affiliation rules expressly do not apply to the entity. If the borrower used the eligibility criteria that it has 500 or fewer employees whose principal place of residence is in the United States to obtain a loan, what are the consequences to the borrower? In the Interim Final Rule, the SBA stated: ...[A]s an exercise of enforcement discretion due to reasonable borrower confusion based on SBA guidance (which was later resolved through a clarifying FAQ on May 5, 2020), SBA will not find any borrower that applied for a PPP loan prior to May 5, 2020 to be ineligible based on the borrower's exclusion of non-U.S employees from the borrower's calculation of its employee headcount if the borrower (together with its affiliates) had no more than 500 employees whose principal place of residence is in the United States. Such borrowers shall not be deemed to have made an inaccurate certification of eligibility solely on that basis. Under no circumstances may PPP funds be used to support non-U.S. workers or operations. See Interim Final Rule on Treatment of Entities with Foreign Affiliates 5. Who determines eligibility and applies the affiliation rules? The borrower is responsible for this analysis and must certify that it is eligible to receive a PPP loan, including that it has applied the applicable affiliation rules. Lenders are not required to make an independent determination and may rely on the borrower certification. Knowing misrepresentations or false statements, in the borrower certification or otherwise, can result in civil and criminal penalties. 6. What are the affiliation rules? In most cases, a borrower will be considered together with its affiliates for purposes of determining eligibility for the PPP. Under SBA rules, entities may be considered affiliates based on factors including stock ownership, overlapping management, and identity of interest. The Borrower Application Form, SBA Form 2483, released on June 12, 2020, requires applicants to list other businesses with which they have common management. Applicants should use the information supplied as they assess whether they have affiliates that should be included in their number of employees reported on SBA Form 2483. The affiliation rules are waived for PPP for businesses in the Accommodation and Hotel Code 72, certain franchises, and certain business concerns that receive financial assistance from a company licensed under section 301 of the Small Business Investment Act. The affiliation rule also exempts otherwise qualified faith-based organizations from the SBA's affiliate rules where the application of the affiliation rules would substantially burden those organizations' religious exercise. 6A: Do businesses owned by large companies or private companies, in each case, with adequate sources of liquidity to support the business's ongoing operations qualify for a PPP loan? FAQ 31 issued April 23, 2020, and FAQ 37 issued April 28, 2020 (FAQS), answered these questions as follows: In addition to reviewing applicable affiliation rules to determine eligibility, all borrowers must assess their economic need for a PPP loan under the standard established by the CARES Act and the PPP regulations at the time of the loan application. Although the CARES Act suspends the ordinary requirement that borrowers must be unable to obtain credit elsewhere (as defined in section 3(h) of the Small Business Act), borrowers still must certify in good faith that their PPP loan request is necessary. Specifically, before submitting a PPP application, all borrowers should review carefully the required certification that "[c]urrent economic uncertainty makes this loan request necessary to support the ongoing operations of the Applicant." Borrowers must make this certification in good faith, taking into account their current business activity and their ability to access other sources of liquidity sufficient to support their ongoing operations in a manner that is not significantly detrimental to the business. For example, it is unlikely that a public company with substantial market value and access to capital markets will be able to make the required certification in good faith, and such a company should be prepared to demonstrate to SBA, upon request, the basis for its certification. Lenders may rely on a borrower's certification regarding the necessity of the loan request. Any borrower that applied for a PPP loan prior to the issuance of this guidance and repays the loan in full by May 18, 2020 will be deemed by SBA to have made the required certification in good faith. Since this determination is fact based and situational, please discuss with legal counsel. 7. Are there other limitations on eligibility?‎ Some activities (like financial businesses, household employers, private clubs, loan packagers, etc.) and some owners (like passive businesses owned by developers and landlords, and a 20% owner that is incarcerated, on probation, on parole, etc.), and some industries (like cannabis) are prohibited. For a list of ineligible businesses, see 13 CFR 120.110 ("What businesses are ineligible for SBA business loans?") ‎and the SBA's Standard Operating Procedure (SOP) 50 10 5, Subpart B, Chapter 2, except for nonprofit organizations authorized under the CARES Act. Also see Schwabe's article Businesses Ineligible for the Paycheck Protection Program. 8. What time periods should borrowers use to determine their number of employees and payroll costs? For seasonal employers, what time periods determine eligibility? In general, borrowers can calculate their aggregate payroll costs for their employees who reside in the United States using data either from the previous 12 months or from calendar year 2019. For seasonal employers, the applicant may elect to use either (a) the average monthly payroll for a 12-week period between February 15, 2019, or March 1, 2019, and June 30, 2019; or (b) the average total monthly payment for payroll during any consecutive 12-week period between May 1, 2019, and September 15, 2019. An applicant that was not in business from February 15, 2019, to June 30, 2019, may use the average monthly payroll costs for the period January 1, 2020, through February 29, 2020. For purposes of applying an employee-based size standard, borrowers may use their average employment over the previous 12 months or from calendar year 2019, or for seasonal employers, a 12-week period between February 15, 2019, or March 1, 2019, and ending June 30, 2019. Alternatively, borrowers may elect to use the SBA's usual calculation: the average number of employees per pay period in the 12 completed calendar months prior to the date of the loan application (or the average number of employees for each of the pay periods that the business has been operational, if it has not been operational for 12 months). For purposes of determining whether a seasonal employer is eligible and in operation as of February 15, 2020, a lender may consider whether the seasonal employer was in operation: * on February 15, 2020, or * for an eight-week period between February 15, 2019, and June 30, 2019, or * for any eight-week period between May 1, 2019, and September 15, 2019. 9. What is the loan amount and other terms? The maximum loan amount is two and a half times the "average monthly ‎payroll cost" (with some adjustment for seasonal employers) or $10 million. No collateral or personal guarantees are required. There is a six month deferment on payment. The interest rate is 1%, and there is a two year maturity. Only ‎one loan per business is permitted—this means that a business should consider applying for the ‎maximum amount. E-signature and e-consent can be used. ‎ See the June 26, 2020 guidance: How to Calculate Loan Amounts – by Business Type. 9A. If a seasonal employer received a PPP loan before the alternative criterion for determining the maximum loan amount for partnerships or seasonal employers became available (posted originally on April 27, 2020, and revised on April 28, 2020), can the loan amount be increased based on a revised calculation using the alternative criterion? Yes. On May 13, 2020, the Interim Final Rule – Loan Increases was issued, providing that a seasonal employer that received a PPP loan before the alternative criterion for such employers was posted on April 28, 2020, would be eligible for a higher maximum loan amount under the alternative criterion. The lender may submit an increase of the PPP loan amount, even if the loan has been fully disbursed, provided that the lender's first SBA Form 1502 report to the SBA on the PPP loan has not been submitted. After the initial SBA Form 1502 report has been submitted to the SBA, or after the date the initial SBA Form 1502 report was required to be submitted to the SBA, the loan cannot be increased. For the alternative criterion, see Interim Final Rule – Additional Criterion For Seasonal Employers. 9B. If a partnership received a PPP loan that did not include any compensation for its partners, can the loan amount be increased to include partner compensation? Yes. On May 13, 2020, the Interim Final Rule – Loan Increases was issued, providing that a partnership that received a PPP loan that only included amounts necessary for payroll costs of the partnership's employees and other eligible operating expenses, but did not include any amount for partner compensation, would be eligible to have the loan increased to include appropriate partner compensation. The lender may submit an increase of the PPP loan amount, even if the loan has been fully disbursed, provided that the lender's first SBA Form 1502 report to the SBA on the PPP loan has not been submitted. After the initial SBA Form 1502 report has been submitted to the SBA, or after the date the initial SBA Form 1502 report was required to be submitted to the SBA, the loan cannot be increased. The interim final rule posted on April 14, 2020, describes how partnerships, rather than individual partners, are eligible for a PPP loan. Guidance describing how to calculate partnership PPP loan amounts and defining the self-employment income of partners was posted on June 26, 2020 (See How to Calculate Maximum Loan Amounts, Question 4.) 10. For what purposes may a small business manufacturer use its loan? The loans are primarily intended to be used to pay employee compensation and benefits ‎during the COVID-19 crisis, including salaries, health care costs, paid leave, and state and ‎local taxes. For the purposes of determining the PPP loan amounts and to calculate loan forgiveness, businesses can only include amounts for employees whose principal place of residence is inside the United States. The ‎loans can also be used for rent payments, utility bills, mortgage interest payments, interest ‎on other debt, and to refinance a SBA EIDL. The limitation is to cover costs for the eight-week period after ‎the first disbursement of the loan. The lender is to make the first disbursement no later than 10 calendar days from the date of loan approval. There is also a limitation on forgiveness on a proportionate basis, at least 60% of the loan forgiveness amount must be used for payroll costs and not more than 40% of such amount may be used for non-payroll items. 11. What are "payroll costs"? "Payroll costs" consist of compensation to employees (whose principal place of residence is in the United States) in the form of salary, wages, commission, or similar compensation; cash tips or the equivalent; payment for vacation, parental, family, medical, or sick leave; allowance for separation or dismissal; payment for the provision of employee benefits consisting of group health care coverage, including insurance premiums, and retirement; payment of state and local taxes assessed on compensation of employees; and for an independent contractor or sole proprietor, wage, commission, income, or net earnings from self-employment or similar compensation. Independent contractors are not employees for purposes of PPP loan calculations and they have the ability to apply for a PPP loan on their own. Please note that current guidance from the Treasury provides that a limited liability company ("LLC") may count up to $100,000 per LLC member to the extent that the member would treat that as self-employment income on the member's personal tax return. The current guidance also requires the LLC to be the applicant, not the individual who is an LLC member. Payroll costs do not include the following: * $100,000 cap on an ‎annualized basis of cash compensation for each employee (does not apply to non-cash benefits, including employer contributions to defined-benefit or defined-contribution retirement plans, payment for the provision of employee benefits consisting of group health care coverage, including insurance premiums; and payment of state and local taxes assessed on compensation of employees). * Compensation of an employee whose principal place of residence is outside of the United States. * Federal employment taxes imposed or withheld between February 15 and June 30, 2020, including the employee's and employer's shares of FICA (Federal Insurance Contributions Act) and Railroad Retirement Act taxes, and income taxes required to be withheld from employees. * Qualified sick and family leave wages for which a credit is allowed under sections 7001 and 7003 of the Families First Coronavirus Response Act ("FFCRA"). 12. Can the loans be forgiven? If the loan is forgiven, what happens for federal tax purposes? Are the expenses deductible? Loans under the program are eligible for forgiveness to the extent the funds are used to ‎cover payroll costs, rent payments, utility bills, or mortgage interest payments for the period beginning on the date of the origination of the loan and ending on the earlier of 24 weeks after the date of origination or December 31, 2020. A borrower that received a loan prior to the enactment of the PPP Flexibility Act may elect that the covered period end on the date that is 8 weeks after the date of the origination of such loan. On a proportionate basis, at least 60% of the loan forgiveness amount must be used for payroll costs and not more than 40% of such amount may be used for non-payroll items. Lenders are monitoring this—they want the loans to be fully ‎forgiven. Loan forgiveness will be reduced to the extent that businesses reduce their full-time employee ‎head count or employee salaries and wages by more than 25%. To encourage employers to ‎rehire any employees who have already been laid off due to the COVID-19 crisis, ‎borrowers that rehire workers previously laid off will be given credit for forgiveness ‎purposes. The forgiveness calculation takes the number of employees and reduced ‎compensation into consideration. There are also various exemptions and safe harbors —see Schwabe articles What to Know for Businesses Completing the Revised PPP Loan Forgiveness Applications and Ten Things to Know About the PPP Loan Forgiveness Applications. Loan forgiveness will not lead to cancellation of indebtedness income. That being said, the IRS has concluded in Notice 2020-32 that taxpayers may not deduct as business expenses the amounts that gave rise to the cancellation of the underlying PPP loan. As a result, taxpayers who have a PPP loan forgiven should plan for the tax consequences that may arise due to their inability to claim certain expenditures of the loan proceeds as tax deductible. 12A. Will the SBA review individual PPP loan files following the lender's submission of the borrower's loan forgiveness application? Yes, if the amount of the loan is in excess of $2 million. In FAQ 39 dated April 29, 2020, the Treasury answered this question as follows: Yes. In FAQ #31, SBA reminded all borrowers of an important certification required to obtain a PPP loan. To further ensure PPP loans are limited to eligible borrowers in need, the SBA has decided, in consultation with the Department of the Treasury, that it will review all loans in excess of $2 million, in addition to other loans as appropriate, following the lender's submission of the borrower's loan forgiveness application. Additional guidance implementing this procedure will be forthcoming. The outcome of SBA's review of loan files will not affect SBA's guarantee of any loan for which the lender complied with the lender obligations set forth in paragraphs III.3.b(i)-(iii) of the Paycheck Protection Program Rule (April 2, 2020) and further explained in FAQ #1. Since this determination is fact based and situational, please discuss with legal counsel. 12B. How will the SBA review borrowers' required good-faith certification concerning the necessity of their loan request? In FAQ 46 dated May 13, 2020, this question was answered as follows: When submitting a PPP application, all borrowers must certify in good faith that "[c]urrent economic uncertainty makes this loan request necessary to support the ongoing operations of the Applicant." SBA, in consultation with the Department of the Treasury, has determined that the following safe harbor will apply to SBA's review of PPP loans with respect to this issue: Any borrower that, together with its affiliates, received PPP loans with an original principal amount of less than $2 million will be deemed to have made the required certification concerning the necessity of the loan request in good faith. SBA has determined that this safe harbor is appropriate because borrowers with loans below this threshold are generally less likely to have had access to adequate sources of liquidity in the current economic environment than borrowers that obtained larger loans. This safe harbor will also promote economic certainty as PPP borrowers with more limited resources endeavor to retain and rehire employees. In addition, given the large volume of PPP loans, this approach will enable SBA to conserve its finite audit resources and focus its reviews on larger loans, where the compliance effort may yield higher returns. Importantly, borrowers with loans greater than $2 million that do not satisfy this safe harbor may still have an adequate basis for making the required good-faith certification, based on their individual circumstances in light of the language of the certification and SBA guidance. The SBA has previously stated that all PPP loans in excess of $2 million, and other PPP loans as appropriate, will be subject to its review for compliance with program requirements set forth in the PPP Interim Final Rules and in the Borrower Application Form. If the SBA determines in the course of its review that a borrower lacked an adequate basis for the required certification concerning the necessity of the loan request, the SBA will seek repayment of the outstanding PPP loan balance and will inform the lender that the borrower is not eligible for loan forgiveness. If the borrower repays the loan after receiving notification from the SBA, the SBA will not pursue administrative enforcement or referrals to other agencies based on its determination with respect to the certification concerning the necessity of the loan request. The SBA's determination concerning the certification regarding the necessity of the loan request will not affect the SBA's loan guarantee. 13. What does the application look like? The Treasury Department has posted a form of application as of June 24, 2020. ‎Please review the application carefully. There is more information in response to Question 14. 14. What documents and certifications are required? Documents: Per the SBA, the following documents are required: * Payroll processor records, payroll tax filings, or Form 1099-MISC. * Banks are also requiring other documents, like organizational and authorization documents. Please contact the lender for required documents. Certifications: As of June 12, 2020, the certifications stated by the SBA are: * Applicant has read the statements included in this form, including the Statements Required by Law and Executive Orders, and understands them. * Applicant is eligible to receive a loan under the rules in effect at the time this application is submitted that have been issued by the Small Business Administration (SBA) implementing the Paycheck Protection Program under Division A, Title I of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) (the Paycheck Protection Program Rule). * Applicant (1) is an independent contractor, eligible self-employed individual, or sole proprietor or (2) employs no more than the greater of 500 employees or, if applicable, meets the size standard in number of employees established by the SBA in 13 C.F.R. 121.201 for the Applicant's industry. * Applicant will comply, whenever applicable, with the civil rights and other limitations in this form. * All SBA loan proceeds will be used only for business-related purposes as specified in the loan application and consistent with the Paycheck Protection Program Rule. * To the extent feasible, Applicant will purchase only American-made equipment and products. * Applicant is not engaged in any activity that is illegal under federal, state or local law. * Any loan received by the Applicant under Section 7(b)(2) of the Small Business Act between January 31, 2020 and April 3, 2020 was for a purpose other than paying payroll costs and other allowable uses loans under the Paycheck Protection Program Rule. * The authorized representative of the Applicant must certify in good faith to all of the following: -- Applicant was in operation on February 15, 2020 and had employees for whom it paid salaries and payroll taxes or paid independent contractors, as reported on Form(s) 1099-MISC. -- Current economic uncertainty makes this loan request necessary to support the ongoing operations of the Applicant. -- The funds will be used to retain workers and maintain payroll or make mortgage interest payments, lease payments, and utility payments, as specified under the Paycheck Protection Program Rule; I understand that if the funds are knowingly used for unauthorized purposes, the federal government may hold me legally liable, such as for charges of fraud. -- Applicant will provide to the Lender documentation verifying the number of full-time equivalent employees on the Applicant's payroll as well as the dollar amounts of payroll costs, covered mortgage interest payments, covered rent payments, and covered utilities for the 24-week period following this loan. -- I understand that loan forgiveness will be provided for the sum of documented payroll costs, covered mortgage interest payments, covered rent payments, and covered utilities, and not more than 40% of the forgiven amount may be for non-payroll costs. -- During the period beginning on February 15, 2020 and ending on December 31, 2020, the Applicant has not and will not receive another loan under the Paycheck Protection Program. -- I further certify that the information provided in this application and the information provided in all supporting documents and forms is true and accurate in all material respects. I understand that knowingly making a false statement to obtain a guaranteed loan from SBA is punishable under the law, including under 18 USC 1001 and 3571 by imprisonment of not more than five years and/or a fine of up to $250,000; under 15 USC 645 by imprisonment of not more than two years and/or a fine of not more than $5,000; and, if submitted to a federally insured institution, under 18 USC 1014 by imprisonment of not more than thirty years and/or a fine of not more than $1,000,000. -- I acknowledge that the Lender will confirm the eligible loan amount using required documents submitted. I understand, acknowledge and agree that the Lender can share any tax information that I have provided with SBA's authorized representatives, including authorized representatives of the SBA Office of Inspector General, for the purpose of compliance with SBA Loan Program Requirements and all SBA reviews. 15. What records should I keep? We expect that those that receive PPP loans that are forgiven will be subject to audit by the SBA at some point. Keep all materials to apply for the loan, as well as documents relating to the forgiveness amounts. It is likely the focus of the audit will be on substantiating the forgiveness amounts – see Schwabe article Key Considerations for PPP Documentation. 16. What other guidance is available? The SBA is required to issue rules within 15 days of ‎the CARES Act's passage to implement the program. The Treasury Department and SBA have issued ‎interim final rules, applicable affiliation rules, the application, frequently asked questions, and other information. 17. What happened with the EIDLs and the Advances?‎ The changes include: * Extended to small businesses, nonprofits (including faith based), sole proprietors, ‎and independent contractors * Up to $2 million working capital loan (as of April 10, 2020, some SBA local offices announced that the loan limit is $15,000) * Payments deferred for a year ‎ * Loans based on credit scores; no tax returns required; up to $200,000 without a ‎personal guarantee * No collateral for $25,000 or less; general security interest instead of real estate for ‎larger loans * Up to $10,000 emergency grant within 3 days that does not have to be repaid (as of April 10, 2020, some SBA local offices announced that this amount was limited to $1,000 per employee, up to $10,000) * Apply through SBA * Intersects with the PPP, in that ‎an outstanding EIDL used for payroll costs made between January 31, 2020, and April 3, 2020, less the amount of an advance is added to a PPP loan calculation. If the EIDL loan was not used for payroll costs, it does not affect eligibility for a PPP loan. Midsized Businesses 18. What loans would be made available to midsized manufacturers and businesses ‎under the CARES Act? On June 15, 2020, the Federal Reserve launched its Main Street Lending Program by opening up for lender registration. It requested lenders to register using a lender portal and encouraged them to begin making program loans to for-profit firms "immediately." The central bank also sought feedback on a proposal to expand the program to allow nonprofit organizations to borrow under the program * The Department of Treasury is required to endeavor to seek the implementation of a ‎Federal Reserve lending program that targets U.S.-eligible businesses (and, to the ‎extent practicable, nonprofit organizations) with between 500 and 10,000 ‎employees, subject to additional terms and conditions.‎ * The CARES Act also suggests that the Federal Reserve may establish a Main Street ‎Business Lending Program or facility that supports lending to small and midsized ‎businesses on such terms and conditions that are consistent with its authority under ‎the Federal Reserve Act.‎ * For both programs, the CARES Act contains restrictions on certain stock buybacks, paying dividends, and executive ‎compensation. * Midsize loans are not eligible for loan forgiveness and are also subject to specified conflicts of interest rules. For more information, please see Overview of the Main Street Lending Program. [*] Commercial Chapter 11 Filings Rose 43% in June From Last Year ----------------------------------------------------------------- Epiq, a global leader in legal services, released the June 2020 bankruptcy filings statistics from its AACER business. Notably, commercial Chapter 11 filings are up 43% over June of last year, with 609 new filings, up from 424 from the same period last year. For the first half of 2020, total commercial Chapter 11 filings are up 26% with 3,604 new filings, up from 2,855 from the same period in 2019. "As expected, U.S. companies are seeking bankruptcy protection while the markets are recovering from the early stages of the global pandemic," says Deirdre O'’Connor, managing director for corporate restructuring at Epiq. "In challenging economic environments, companies attempt to file at the right time to capture the best outcomes at the end of the lengthy process." The new law for Subchapter V of Chapter 11 of the Bankruptcy Code went into effect on February 19, 2020 as a result of the 2019 Small Business Reorganization Act (SBRA). The law was designed to help small businesses move through the bankruptcy process more quickly and with lower costs. Since its introduction, there have been 506 Code Subchapter V filings, with 133 of those occurring in June. Although Subchapter V was not created to respond to the COVID-19 crisis, the arrival of this new option may be the lifeline that small businesses need to survive it. Overall, U.S. bankruptcy filings across all Chapters are down 30% over June of last year, with 42,411 new filings, down from 61,100 from the same period last year. For the first half of 2020, total new U.S. bankruptcy filings across all Chapters are down 23% from the same period last year with 298,077 new filings, down from 369,006 from the same period last year. "The market is anticipating a wave of new filings related to the high unemployment rate," says Chris Kruse, senior vice president at Epiq AACER. "However, we expect to see overall filings continue to trend down until the government programs that inject liquidity into the economy for companies and individuals come to an end." [*] More Than 170 Large Law Firms Got PPP Loans ----------------------------------------------- Emma Cueto & Xiumei Dong, writing for Law360, reports that more than 170 of the largest law firms in the U.S. were among the businesses approved for loans under a federal program intended to ease the economic impact of COVID-19, with roughly 100 receiving a nod for funding of between $5 million and $10 million, according to newly released data. BigLaw behemoths with 500 or more employees are ineligible for the Small Business Administration's Paycheck Protection Program, but firms seeking PPP funds included well-known shops like Boies Schiller Flexner LLP, McKool Smith PC, Schiff Hardin LLP, Cohen Milstein Sellers & Toll PLLC and Thompson Coe Cousins & Irons LLP. Of the Law360 400, more than 170 firms were in line for PPP loans exceeding $150,000, according to a Law360 review of loan-level data issued by the SBA on Monday. Among those firms, about 100 were approved for PPP loans of between $5 million and $10 million, and more than 60 were approved for loans of between $2 million and $5 million, according to the data, which gave broad ranges for the loans instead of specific amounts. The firms were approved by participating lenders, although the funding is still subject to approval and review by the SBA. [*] PPP Loan Rules Clarified for Boat Operators/Owners ------------------------------------------------------ Stepahnie Berntsen, Carmen Calzacorta, Noah Jarrett, and Mark Long of Schwabe, Williamson & Wyatt PC wrote an article on JD Supra titled "PPP Loan Rules Clarified for Fishing Boat Owners/Operators; OSHA and CDC Interim Guidance for Seafood Processors." Below is some recent information for the fishing and seafood industries. Paycheck Protection Program Loans – Certain Fishing Boat Owners and Certain Crewmembers For fishing boat owners and operators who obtained (or who are contemplating applying for) a forgivable Paycheck Protection Program ("PPP") loan, the Small Business Administration (the "SBA") recently issued an Interim Final Rule (the "IFR") (SBA-2020-0040) clarifying that payments to certain independent contractors can be included in calculations for both the maximum loan amount and in some instances the amount of loan forgiveness. The IFR was issued and is effective on June 26, 2020. PPP Authority Has Expired; Possible Extension. The congressional authority for the Paycheck Protection Program expired on June 30, 2020. Without congressional action to extend that authority, no further PPP loans will be approved for funding. As of 4:00 pm Pacific Time on July 1, 2020, the Senate and House have voted to extend until August 8, 2020 the deadline for PPP loan applications. The legislation now heads to the President for his signature or veto. For those fishing boat owners or operators who did receive a PPP loan prior to the expiration of the program, the IFR is nonetheless relevant to expenses that may be included in calculating the amount of loan forgiveness. If the extension legislation is enacted, for those fishing boat owners or operators who apply for a PPP loan, the IFR may enable them to seek a larger maximum loan amount. Background. In response to the coronavirus pandemic, Congress enacted and on March 27, 2020, the President signed into law the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") to provide economic relief to those impacted by the pandemic. Part of the CARES Act is the Paycheck Protection Program ("PPP"), which offers certain qualifying small businesses potentially forgivable loans to be used to defray certain expenses in order to maintain operations and retain their workforce. Congress subsequently amended the PPP and on June 5, 2020, the President signed into law the Paycheck Protection Program Flexibility Act ("PPPFA"). In necessarily general terms, under the PPP, an eligible business can borrow up to 2.5 times its average monthly incurred payroll costs during the year prior to the loan (not to exceed $10 million). There is a detailed formula for calculating payroll costs, but generally it includes compensation (salaries, wages, commissions, or similar compensation); vacation, parental, family, medical, or sick leave; separation or severance pay; payments required for the provision of group health care benefits (including health insurance premiums); payment of retirement benefits; and payment of state or local tax assessed on the compensation of the employee. Certain costs are excluded, most notably, the cash compensation amounts in excess of $100,000 annually attributable to employees earning more than that amount; payroll taxes; compensation to employees located outside the United States; and, of particular relevance to fishing boat owners and operators, payments to independent contractors. The proceeds of a PPP loan are intended to be used for payroll costs, rent, certain utilities, and mortgage interest payments by a business impacted by the COVID-19 situation. No less than 60% of the loan proceeds must be used for payroll costs. A PPP borrower is eligible for loan forgiveness equal to the amount the borrower spent on the following items during either (at the borrower's election) the 8-week (for loans before June 5, 2020) or 24-week period (the "forgiveness covered period") beginning on the date the loan was funded: • Payroll costs (using the same definition of payroll costs used to determine loan eligibility); • Interest on any business mortgage obligation incurred before February 15, 2020; • Rent on a leasing agreement for real or personal property in force before February 15, 2020; and • Payments on utilities (electricity, gas, water, transportation, telephone, or internet) for which service began before February 15, 2020. Relief for Fishing Boat Owners and Operators. With the SBA's issuance of the IFR, the exclusion of payments to independent contractors was eliminated for certain boat owners or operators that are engaged in catching fish or other forms of aquatic animal life (fishing boat owners) and that have hired one or more crewmembers who are regarded as independent contractors or otherwise self-employed for certain federal tax purposes. Generally, a crewmember may be considered an independent contractor or self-employed if the fishing boat on which he or she works has an operating crew that is normally made up of fewer than 10 individuals and the crewmember receives as compensation for his or her work a share of the boat’s catch or of the proceeds from the sale of the catch in an amount that depends on the amount of the catch. Such a crewmember generally may not receive additional cash remuneration or other compensation for his or her services with respect to the fishing boat. The crewmember must be a crewmember as described in Section 3121(b)(20) of the Internal Revenue Code. The fishing boat owner must report the compensation paid to such crewmember on Box 5 of IRS Form 1099-MISC. The SBA had issued an earlier Interim Final Rule providing that, because independent contractors have the ability to apply for PPP loans on their own, they do not generally count for purposes of another applicant's PPP loan calculation and the amounts paid to them do not fall within the definition of "payroll costs." Because some crewmembers are treated as independent contractors or otherwise self-employed for certain federal tax purposes, fishing boat owners have faced uncertainty about whether to report payments to such crewmembers as a payroll cost on their PPP loan applications. The IFR clears up that confusion by allowing such payments reported on Box 5 of the IRS Form 1099-MISC (up to the $100,000 annual compensation limit) to be considered "payroll costs" in a loan application for purposes of calculating the maximum loan amount. Such payments paid during the forgiveness covered period may also be counted as "payroll costs' for purposes of loan forgiveness, subject to one caveat. In order to avoid “double dipping,” the compensation paid to a crewmember can be included in the calculation of loan forgiveness only if that crewmember did not receive his or her own PPP loan and is not seeking forgiveness for the amount of compensation the crewmember received for performing the same services with respect to the owner's fishing boat. OSHA and CDC Interim Guidance for Seafood Processors Recently, the Occupational Safety and Health Administration ("OSHA") and the Centers for Disease Control and Prevention ("CDC"), in consultation with the Food and Drug Administration, issued certain Interim Guidance – Protecting Seafood Processing Workers from COVID-19. For more information, please see the following guidance. [*] Retailers Attempting to Pull High-Wire Act During Pandemic -------------------------------------------------------------- Sindhu Sundar, writing for WWD, reports that retailers that have filed for bankruptcy during the pandemic are encountering a challenging Chapter 11 scenario, during which they've sought rent deferrals or concessions while their stores were closed. Since then, a number of retailers that have sought to survive the process have also brought a fervor toward reopening stores, even as the pandemic continues and cases of COVID-19 spike in states including Texas, California, Arizona and Florida. J.C. Penney Co. Inc. has reopened some 831 stores, the company's attorney said at a hearing before the Texas bankruptcy court overseeing the case. As of early July, J. Crew Group Inc. is projecting to have opened some 480 stores, which accounts for most of its store fleet. Neiman Marcus Group, which has 67 stores around the country, including two Bergdorf Goodman stores as well as Last Call units that sell discounted and clearance items, has reopened most of its stores to varying extents, according to a representative. "Currently, over 90 percent of the store fleet is open to some degree — either curbside pickup, private appointment, or full shopping, or some combination of those," a Neiman's representative said in a statement. "All of our stores are scheduled to reopen in the coming weeks as local and state mandates allow, and as we feel it is safe to do so," the representative said. But with so many companies working their way through bankruptcy, it's hard to keep track of where they each are in the process. So, here, WWD provides a list of where the main retailers and clothing companies undergoing restructuring stand. J.C. Penney: The retailer filed for Chapter 11 on May 15 in Texas bankruptcy court, seeking to restructure. In June, it got the court's approval for a $900 million debtor-in-possession package, which the retailer's advisers have said includes $450 million in new money. The retailer has projected a goal of having a Chapter 11 plan or a sale confirmed within 160 days, or roughly a little over five months, from when it filed for bankruptcy. The company is also heading toward a July 15 deadline to have a business plan approved by its lenders. Generally, retailers are more likely to be able to get some flexibility on bankruptcy milestones if they can show their stores are performing above their earlier projections. J.C. Penney has received an extension until July 13 to pay rent, and a hearing in the case is tentatively scheduled for the same day. Neiman Marcus: The retailer filed for Chapter 11 on May 7, also in Texas bankruptcy court. Neiman's has received approval for its $675 million DIP package, and there is an ongoing inquiry by the unsecured creditors committee in the case into its Mytheresa transfer. The creditors' committee is still seeking ways to ensure that the retailer's bankruptcy plan provides avenues for creditors to seek recoveries related to the Mytheresa transfer. That issue, among others, is expected to be discussed at a hearing scheduled for July 17. The retailer's schedule in bankruptcy court envisions having a reorganization plan confirmed by early September. J. Crew: The retailer filed for Chapter 11 on May 4 in Virginia federal court. So far, it has had its $400 million DIP financing package and disclosure statement approved, and aims to have a confirmation plan approved by Sept. 1. The retailer has spent a portion of its DIP so far, and, under the terms of the financing, whatever remains of the amount when the plan is confirmed would convert into exit financing that would support the restructured company. J. Crew received an extension until July 6 to make rent payments for June and July. Centric Brands: The company, which makes products for brands including Calvin Klein, Under Armour and Tommy Hilfiger, filed for Chapter 11 in New York federal court on May 18. It went into the process with $435 million in DIP financing from lenders including Blackstone, Ares Management and HPS Investment Partners, which plan to take control of the business through a restructuring support agreement. True Religion: The denim apparel brand filed for bankruptcy in Delaware on April 13, and was one of the earliest during this pandemic to ask the court for rent deferrals during the bankruptcy. In June, the company filed a Chapter 11 plan to restructure by converting a portion of its $110.5 million pre-petition debt. John Varvatos: The men's wear designer brand filed for bankruptcy on May 6 in Delaware, and obtained final approval in June for its post-petition financing. The company had entered the proceedings with an agreement with one of its lenders, an affiliate of Lion Capital LLP, to sell itself to Lion as a going concern. J. Hilburn: The men's wear company filed for Chapter 11 on April 30 in Texas Northern District bankruptcy court. The company quickly embarked on exiting the bankruptcy, and had its Chapter 11 plan confirmed on Wednesday. Stage Stores Inc.: The retailer filed for Chapter 11 on May 10 in Texas Southern District Bankruptcy court, with plans to liquidate stores. AllSaints: The clothing brand is in the process of restructuring its U.K. retail operation, through the Company Voluntary Agreement process in the U.K. Victoria's Secret U.K.: L Brands Inc., the parent company of Victoria's Secret, filed for credit protection in the U.K. last month, using a process similar to Chapter 11 in the U.S. to shield the business there from creditors while it explores financing options. John Barrett Salon: The high-end hair salon run by hairstylist John Barrett filed for bankruptcy in New York in May. Sabon: Soap company Sabon filed for bankruptcy in New York In May with plans to restructure its business. Denim of Virtue: The Los Angeles-based small denim brand filed for liquidation in June and is shutting down. [*] SBR Act Provides Opportunity for Small Businesses ----------------------------------------------------- Nika Aldrich and Lawrence Ream of Schwabe, Williamson & Wyatt PC wrote an article on JD Supra titled "Chapter 11 Bankruptcy is Expensive; the Small Business Reorganization Act Provides a Realistic Opportunity for Small Businesses to Reorganize." Many commentators have long complained and many companies have experienced the reality that bankruptcy laws are too complex, costly, and onerous to successfully allow small businesses to survive by reorganizing in bankruptcy. Recent changes enacted as part of the Small Business Reorganization Act (SBRA)—and temporarily enhanced by the CARES Act—make bankruptcy reorganization much more affordable and viable for small businesses. Prior to the enactment of the SBRA, bankruptcy options for small businesses were limited. A Chapter 7 bankruptcy brings a business and its ownership to an end, resulting in the liquidation of all of the entity's property. A Chapter 11 bankruptcy, if successful, allows the business to continue operating. Management retains control of its business operations during the Chapter 11 process while also working to obtain court approval of its proposed "plan of reorganization." The reality, however, is that the risk and costs of the Chapter 11 process (especially for a small business) are frequently prohibitive. While in a Chapter 11 bankruptcy, the business is subject to substantial additional monthly and other reporting obligations and oversight by creditors, interested parties, and the bankruptcy court. In addition, in many cases, a committee of unsecured creditors is appointed to act as representatives on behalf of all unsecured creditors. Attorneys and other professionals hired by the unsecured creditors'’ committee are paid from the assets of the company, they are not paid by the members of the unsecured creditors' committee. In addition to reporting and oversight costs, Chapter 11 bankruptcies have been notoriously expensive because procedural requirements demand substantial attorney work, not only on behalf of the company, but also on behalf of the unsecured creditors' committee and other parties involved in the Chapter 11 process. Procedural requirements, among many, include obtaining bankruptcy court approval for all non-ordinary business transactions and court approval of a comprehensive disclosure statement before it can be presented to creditors for a vote. Although the facts and circumstances vary significantly for why a particular company might elect Chapter 11, cost alone has been a significant barrier for viable yet small businesses. At its core, Chapter 11 is designed to preserve the going-concern value of a company, preserve jobs, retain business for suppliers, and benefit the economy, while repaying creditors an amount that is greater than the liquidation value of the company assets. With a large portion of the U.S. economy based on small businesses, the streamlined procedures and resulting cost savings of the SBRA provide reorganization opportunities for small business that were not previously a realistic option.[1] The Small Business Reorganization Act In August 2019, Congress passed the SBRA, which became effective February 19, 2020. The purpose of the SBRA is to make Chapter 11 reorganization faster and less expensive for small businesses. It has been characterized as a balance between Chapter 7 and Chapter 11. A new subchapter V added to Chapter 11, titled “Small Business Debtor Reorganization,” brings several changes beneficial to qualifying small businesses, allowing them to restructure while avoiding some of the costs of a traditional Chapter 11 bankruptcy. Definition and Qualification of a "Small Business" A small business debtor is an entity "engaged in commercial or business activities" that has 50% or more of its debt arising from those activities, and with total noncontingent, liquidated debts (both secured and unsecured) of no more than $2,725,625 (temporarily increased to $7,500,000 under the CARES Act, as discussed below). Aside from the debt limit, the following companies may not file for bankruptcy under the SBRA: • Companies with affiliates that exceed the debt limit • Public companies or any affiliate of a public company • Shopping centers • Office buildings • Industrial/warehouse buildings • Apartment complexes • Any small business that generates substantially all of its gross revenues from the operation of a single real property or project (that has at least four residential units) Small Business Benefits under the SBRA The SBRA includes the following provisions applicable to qualifying small businesses: 1. Assistance provided by a "standing trustee." A qualified small business trustee (known as a “standing trustee”) or in some cases, a disinterested person, will be assigned to each case to monitor the debtor and "help ensure the reorganization stays on track."[2] In small business cases, many of the company's Chapter 11 obligations have been delegated to the standing trustee, easing the burdens on the company. The standing trustee’s fees are paid as part of the plan of reorganization—small business debtors are exempted from paying quarterly fees to the U.S. Trustee. 2. No creditors' committee costs. Unlike a traditional Chapter 11 proceeding, no creditors’ committees will be appointed unless ordered by the bankruptcy court for cause. This saves substantial money, because in a traditional Chapter 11, the debtor is required to pay the legal and other professional fees and costs of the creditors’ committee. 3. Debtor retains control over the plan. Under the SBRA, only the debtor may file a plan, which must be filed within 90 days of the petition date (though there is a provision for extensions in appropriate circumstances). Additionally, the debtor generally does not have to file and first obtain court approval of a separate document referred to as a "disclosure statement." Traditional disclosure statement requirements have been reduced, such that the debtor need only propose a plan containing a brief history of the company and its circumstances, a liquidation analysis, and a projection of the company's ability to make payments under the proposed plan. This is another substantial cost saving difference over the traditional Chapter 11 process. Also eliminated under the SBRA is the provision that permitted creditors, under certain circumstances, can propose their own competing plan, which increased the litigation cost of the bankruptcy. 4. Court can confirm the plan over creditor objections. Unlike in a traditional Chapter 11 bankruptcy, a court can confirm a plan under the SBRA even if creditors vote to reject the plan. If the court approves such a plan, then the company's plan must pay to creditors an amount equal to all of its "disposable income" (i.e., income not needed for operation, preservation, or maintenance of the company's business) generated over a three- to five-year period. The SBRA also allows owners of small business debtors to retain their ownership interest in the company provided the plan does not "discriminate unfairly" and is "fair and equitable" as to those creditor classes that do not vote in favor of the company's plan. 5. Administrative expenses can be paid over time. In traditional Chapter 11 proceedings, all administrative costs of the proceeding (including, for example, legal fees and fees for other professionals and advisors) must be paid on the effective date of the plan. Under the SBRA, the company may stretch those payments out over the term of the plan. 6. Debtors can retain their pre-bankruptcy attorneys. In a traditional Chapter 11, an attorney who represented the company prior to bankruptcy would be precluded from representing the company in bankruptcy if any fees were owed to the attorney at the time of filing. The SBRA allows a company to continue to use pre-bankruptcy counsel, provided the unpaid fees do not exceed $10,000. The change is intended to reduce the cost of bankruptcy by allowing the company to continue to use counsel with institutional knowledge of the business. Temporary Enhancements under the CARES Act On March 27, 2020, in response to the global COVID-19 pandemic, Congress passed the CARES Act, a $2 trillion stimulus and relief package. As part of its relief, the CARES Act makes further significant—although temporary—changes to the SBRA. Specifically, it increases the debt limit from $2,725,625 to $7,500,000, allowing many more small businesses to qualify for the protections of the SBRA. After one year, the increased debt limit will reset to $2,725,625. Conclusion The SBRA and the CARES Act make substantial changes to the Bankruptcy Code that will affect both debtors and creditors, and will make small business reorganization a more viable option for the numerous businesses struggling in the wake of COVID-19. For further guidance on the potential impact to or opportunities for your business, contact our bankruptcy professionals. [1] According to J.P. Morgan Chase, over 99% of the United States' 28.7 million firms are small businesses. The vast majority (88%) of employer firms have fewer than 20 employees, and nearly 40% of all enterprises have under $100,000 in revenue. Twenty percent of small businesses are employer businesses and 80% are nonemployer businesses. J.P. Morgan Chase, “Small businesses are an anchor of the US economy,” https://www.jpmorganchase.com/corporate/institute/small-business-economic.htm (last visited Apr. 6, 2020) (citing U.S. Census Bureau data). [2] See Senator Chuck Grassley, Grassley, Bipartisan Colleagues Introduce Legislation to Help Small Businesses Restructure Debt (Apr. 9, 2019), https://www.grassley.senate.gov/news/news-releases/grassley-bipartisan-colleagues-introduce-legislation-help-small-businesses-0 (last visited Apr. 6, 2020). ********* 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. 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