/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/200814.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, August 14, 2020, Vol. 24, No. 226 Headlines 402-420 METROPOLITAN: Aug. 12 Plan & Disclosures Hearing Set AEROCENTURY CORP: Has $10.2M Net Loss for Quarter Ended March 31 AGD SYSTEMS: Case Summary & 3 Unsecured Creditors AGF MACHINERY: Case Summary & 20 Top Unsecured Creditors AGILE THERAPEUTICS: Incurs $10.8M Net Loss in Second Quarter ALPINE 4 TECHNOLOGIES: MaloneBailey LLP Raises Going Concern Doubt AMERICAN BLUE: Unsecureds to Get Paid from GUC Plan Consideration ANGI GROUP: Moody's Assigns First-Time Ba3 CFR, Outlook Stable APC AUTOMOTIVE: Joint Prepackaged Plan Confirmed by Judge ARR INVESTMENTS: Unsecureds to Receive Payment from Equity Pool ASCENA RETAIL: To Report Significant Loss in Fiscal Q4 ASSOCIATED MATERIALS: Moody's Rates $250MM Secured Notes 'B3' BALL CORP: S&P Rates New $1BB Senior Unsecured Notes 'BB+' BAYLESS PROPERTY: $1M Sale of Marietta Property to Brown Approved BAYSIDE WASTE: Wants Until August 14 to File Plan & Disclosure BIO-KEY INTERNATIONAL: Has $3.4M Net Loss for March 31 Quarter BOOZ ALLEN: Moody's Rates Planned $500MM Unsecured Notes 'Ba2' BRIGGS & STRATTON: Taps King & Spalding as Special Counsel BROOKS BROTHERS: List of 38 Stores Permanently Closed BROOKS BROTHERS: Selling to Simon & SPARC for $325M BYRNA TECHNOLOGIES: Says Substantial Going Concern Doubt Exists CAPITAL TRUCK: U.S. Trustee Unable to Appoint Committee CDW CORP: S&P Rates $630MM Senior Unsecured Notes 'BB-' CEL-SCI CORP: Posts $10.2 Million Net Loss in Third Quarter CERESOTA FUNDING II: Files for Bankruptcy Protection CHESAPEAKE ENERGY: Forshey Represents Royalty Committee Members CINEMARK HOLDINGS: S&P Cuts ICR to 'B+'; Ratings on Watch Negative CLEAN ENERGY: Fruci & Associates II Raises Going Concern Doubt CLEARWATER PAPER: S&P Rates $275MM Senior Unsecured Notes 'BB-' CORDOVACANN CORP: Has CAD23,000 Net Loss for March 31 Quarter COVANTA HOLDING: S&P Rates New 2020A, 2020B Tax-Exempt Notes 'B' COVIA HOLDINGS: Hires Jackson Walker as Legal Counsel CRESTVIEW HOSPITALITY: Case Summary & 6 Unsecured Creditors CWGS ENTERPRISES: Moody's Upgrades CFR to B2, Outlook Stable DALLAS TRADING: Bank of the West Objects to Disclosure Statement DREAM BIG: McDonald's Offers $5M for Substantially All Assets EARTH FARE: Buyer Restart Operations at 3 Stores ELK PETROLEUM: Liquidation Plan Confirmed by Bankruptcy Court FERRELLGAS LP: $500-Mil. Unsecured Notes Cast Going Concern Doubt FERRELLGAS PARTNERS: Debt Maturities Cast Going Concern Doubt FIELDWOOD ENERGY: Clark Hill Represents Zurich American, 2 Others FIELDWOOD ENERGY: Davis Polk, Haynes Represent Secured Lender Group FIVE DREAMS: J Tucker Buying Acworth Property for $2.5 Million FRE 355 INVESTMENT: Unsec. Creditors to Have 9.15% Recovery in Plan FREEDOM COMMS: To Revise Disclosure to Settle Disputes with CDTFA FREEDOM OIL: CarMax Offers $17K for 2017 Chevrolet Silverado 1500 GALILEO LEARNING: Committee Hires GlassRatner as Financial Advisor GARBANZO MEDITERRANEAN: Case Summary & 20 Top Unsecured Creditors GERALDINE R. ROSINE: Trustee Selling El Sobrante Property for $407K GERASIMOS ALIVIZATOS: $245K Sale of Ocean City Property Approved GLENN POOL: S&P Lowers Rating on Senior Secured Notes to 'CCC (sf)' GLOBAL ASSET: U.S. Trustee Appoints Creditors' Committee GOODNO'S JEWELRY: 36 North Wants Plan to Include Lease Payments GREATER APOSTOLIC: Examiner's $3.5M Sale of San Diego Props. Okayed GUGERLI HOLDINGS: Has Until Oct. 7 to File Plan & Disclosures HALLOWELL HOUSE: Involuntary Chapter 11 Case Summary HAMILTON PROJECTS: S&P Rates $900MM Sr. Secured Term Loan B 'BB-' HARVEST PLASMA: $2M Sale of Mount Pleasant Property Approved HARVEST PLASMA: Creditors to Get Paid from Asset Sale Proceeds HERSCHEND ENTERTAINMENT: S&P Assigns 'B' ICR; Outlook Negative HORIZON GLOBAL: S&P Withdraws 'CCC' Issuer Credit Rating HUDSON RIVER TRADING: S&P Affirms 'BB-' ICR; Outlook Stable HVI CAT CANYON: Trustee Seeks Approval to Hire Tax Consultant IMPACT GLASS: Unsecured Creditors to Receive $132K Over 5 Years INFRASTRUCTURE SOLUTION: Aug. 25 Disclosure Statement Hearing Set IRON MOUNTAIN: S&P Rates New $850MM Senior Unsecured Notes 'BB-' J.C. PENNEY: Closes Kings Plaza & Manhattan Mall Locations J.C. PENNEY: Still Working on Deal for Going Concern Sale JAGGED PEAK: David Cook Objects to Joint Plan of Liquidation KM-T.E.H. REALTY 10: U.S. Trustee Unable to Appoint Committee LE TOTE: U.S. Trustee Appoints Creditors' Committee LILIS ENERGY: Sets Bidding Procedures for All Assets LUBY'S INC: Says Conditions Exist that Raise Going Concern Doubt MACHINE TECH: Trust Custodian Buying Adel Property for $129K MCCLATCHY CO: Chatham to Name Hunter as CEO Upon Emergence METAL PARTNERS: Agrees to Terminate Exclusivity as to Committee METAL PARTNERS: Sept. 24 Auction of Substantially All Assets Set MEYZEN FAMILY: Trustee's Aug. 26 Auction of All Resto Assets Set MJJW PORTFOLIO: Wright Buying Tampa Property for $410K MONTAGE RESOURCES: Moody's Places B2 CFR on Review for Upgrade MURPHY SHIPPING: Case Summary & 9 Unsecured Creditors NAI CAPITAL: Aug. 14 Due for ROX to Reply to All Assets Sale NEIMAN MARCUS: Creditors' Committee Objects to Plan Disclosures NESSALLA LLC: Gets Court Approval to Hire Restructuring Manager NORTHWEST COMPANY: Hires Mazars USA to Provide Tax Services OCCIDENTAL PETROLEUM: Fitch Rates Sr. Unsecured Notes 'BB/RR4' OCCIDENTAL PETROLEUM: Moody's Rates Senior Unsecured Notes 'Ba2' ODYSSEY GROUP: Low Working Capital Casts Going Concern Doubt PATRIOT WELL: Sept. 14 Auction of Substantially All Assets Set PERMIAN HOLDCO 1: Sept. 29 Auction of Substantially All Assets PETROTEQ ENERGY: Has $3.2M Comprehensive Loss for Feb. 29 Quarter PPV INC: Seeks Aug. 21 Extension of Plan Exclusivity Period PROTEUS DIGITAL: Morris James Updates on Equity Security Holders RAIN CARBON: Moody's Lowers CFR to B2, Outlook Stable REMORA PETROLEUM: Case Summary & 30 Largest Unsecured Creditors RILEY DRIVE: City Center Buying Resto Bar Assets for $25K ROBERTS PROPERTY: BBVA USA Objects to Amended Plan & Disclosure S&S CRAFTSMEN: Oct. 5 Auction of Substantially All Assets SABLE PERMIAN: Oct. 2 Auction of Substantially All Assets SCOTT C. GRAY: $940K Sale of Santa Rosa Residential Property Okayed SEABRAS 1: Emerges from Chapter 11 Bankruptcy SOMERVILLE BREWING: Aug. 19-20 Online Auction of Personal Property SOMERVILLE BREWING: Online Auction of Personal Property Approved STEIN MART: Files Voluntary Chapter 11 Bankruptcy Petitions SUNNY HILLS: Burns-Coffins Buying Walnut Creek Property for $600K SUPPERTIME INC: Has Until Sept. 15 to File Reorganization Plan SUR LA TABLE: In Chapter 11 to Pursue Quick Sale TAILORED BRANDS: U.S. Trustee Appoints Creditors' Committee TARGET GROUP: Needs More Working Capital to Remain Going Concern TBH19 LLC: Creditors to Get Paid from Asset Sale Proceeds TROIANO TRUCKING: Trustee Selling Homeland Assets for $2 Million TROIANO TRUCKING: Trustee Selling Homeland Assets for $2M TRUE RELIGION: Asks Court to Extend Plan Exclusivity Thru Nov. 9 ULTRA PETROLEUM: Has $217.6M Net Loss for Quarter Ended March 31 UNITED AIRLINES: Says Around 36,000 Workers Could Be Furloughed UNITED STATES CELLULAR: S&P Rates New Senior Notes to 'BB' UNITI GROUP: Reports $588.2 Million Net Loss for Second Quarter UTEX INDUSTRIES: S&P Lowers ICR to 'D' on Missed Interest Payment V.S. INVESTMENT: Has Until Oct. 30 to File Plan & Disclosure VERITAS US: S&P Rates New $600MM Senior Secured Notes 'B' VISITING NURSE: American Healthcare Serves as Adviser on Sale VIVUS INC: Aug. 19 Plan & Disclosures Hearing Set WEST ALLEY BBQ: Case Summary & 20 Top Unsecured Creditors WYNDHAM HOTELS: S&P Assigns 'B+' Rating to Senior Unsecured Notes XENIA HOTELS: S&P Assigns B- Issuer Credit Rating; Outlook Stable YETI INVESTMENT: Sept. 8 Plan Confirmation Hearing Set [*] Antitrust Factors for Bankruptcy Sales [*] Chapter 11 Bankruptcy Process Common Misconceptions [*] Household-Name Companies That Filed Bankruptcy Due to Pandemic [*] Risks to Landlords When Tenants File for Bankruptcy [*] Smiley Wang-Ekvall Attorneys Named in Lawdragon 500 List [*] Will Bankruptcies Rise Further Amid COVID-19 Concerns? ********* 402-420 METROPOLITAN: Aug. 12 Plan & Disclosures Hearing Set ------------------------------------------------------------ Debtor 402-420 Metropolitan Ave LLC filed with the U.S. Bankruptcy Court for the Eastern District of New York a motion seeking a combined hearing to consider final approval of the Debtor's Disclosure Statement and confirmation of the Plan of Reorganization. On July 10, 2020, Judge Carla E. Craig conditionally approved the Disclosure Statement and ordered that: * Aug. 12, 2020 at 2:30 p.m. in 271-C Cadman Plaza East, Brooklyn, NY 11201 is the Combined Hearing to consider approval of the adequacy of the Disclosure Statement and confirmation of the Plan. * Aug. 5, 2020 is fixed as the last day to file objections to approval of the adequacy of the Disclosure Statement and/or confirmation of the Plan. * Aug. 10, 2020 is fixed as the last day for the Debtor’s Reply, if any, to an objections received by the Objection Deadline to the final approval of the adequacy of the Disclosure Statement and/or confirmation of the Plan. * Aug. 5, 2020 is fixed as the last day to submit completed ballots. * Aug. 10, 2020 is fixed as the last day for the Debtor to file a ballot tabulation and certification of acceptance and rejection of the Plan. A copy of the order dated July 10, 2020, is available at https://tinyurl.com/y8j7poxt from PacerMonitor at no charge. The Debtor is represented by: Goldberg Weprin Finkel Goldstein LLP Attn: Kevin J. Nash, Esq. 1501 Broadway – 22nd Floor New York, NY 10036 E-mail: KNash@GWFGLaw.com 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 had $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. AEROCENTURY CORP: Has $10.2M Net Loss for Quarter Ended March 31 ---------------------------------------------------------------- AeroCentury Corp. filed its quarterly report on Form 10-Q, disclosing a net loss of $10,178,400 on $4,777,200 of revenues and other income for the three months ended March 31, 2020, compared to a net loss of $1,308,200 on $7,566,900 of revenues and other income for the same period in 2019. At March 31, 2020, the Company had total assets of $135,922,900, total liabilities of $122,259,000, and $13,663,900 in total stockholders' equity. The Company was in default under its MUFG Credit Facility as of December 31, 2019 and March 31, 2020. On May 1, 2020, the Company and the MUFG Credit Facility Lenders ("MUFG Lenders") executed an amendment to the MUFG Credit Facility (as amended, the "MUFG Loan Agreement") to convert the MUFG Credit Facility into a term loan facility (as converted, the "MUFG Loan"). The amendment includes certain requirements and establishment of deadlines for achievement of milestones toward execution of Company strategic alternatives for the Company and/or its assets that would enable repayment of the MUFG Loan Agreement indebtedness. The MUFG Lenders have the right to exercise any and all remedies for default under the MUFG Loan Agreement. Such remedies include, but are not limited to, declaring the entire indebtedness immediately due and payable and, if the Company were unable to repay such accelerated indebtedness, foreclosing upon the assets of the Company that secure the indebtedness under the MUFG Loan (the "MUFG Indebtedness"), which consist of all of the Company's assets except for certain assets held in the Company's single asset special-purpose financing subsidiaries. The Company is obligated to pay $3.1 million related to the termination of the MUFG Swaps in March 2020. The Company also defaulted on payment under the Nord Loans. The COVID-19 pandemic has led to significant cash flow issues for airlines, and some airlines, including some of the Company's customers, may be unable to timely meet their obligations under their lease obligations with the Company unless government financial support is received, of which there can be no assurance. Any additional significant nonpayment or late payment of lease payments by a significant lessee or combination of lessees could in turn impose limits on the Company's ability to fund its ongoing operations as well as cause new defaults under the Company's debt obligations, which in turn could lead to an immediate acceleration of debt and foreclosure upon the Company's assets. The Company said, "As a result of these factors, there is substantial doubt regarding the Company's ability to continue as a going concern. The condensed consolidated financial statements presented in this Quarterly Report on Form 10-Q have been prepared on a going concern basis and do not include any adjustments that might arise as a result of uncertainties about the Company's ability to continue as a going concern." A copy of the Form 10-Q is available at: https://is.gd/2I0FLQ AeroCentury Corp. is engaged in the business of investing in used regional aircraft equipment and leasing the equipment to foreign and domestic regional air carriers. The Company's principal business objective is to acquire aircraft assets and manage those assets in order to provide a return on investment through lease revenue and, eventually, sale proceeds. The Company is headquartered in Burlingame, California. AGD SYSTEMS: Case Summary & 3 Unsecured Creditors ------------------------------------------------- Debtor: AGD Systems Corp 10130 Northlake Blvd Suite 214-243 West Palm Beach, FL 33412 Business Description: AGD Systems Corp is a registered U.S. Defense Contractor that provides Comprehensive Foreign Military Sales including: aircraft modernization, acquisition, training, logistics and sustainment. Chapter 11 Petition Date: August 12, 2020 Court: United States Bankruptcy Court Southern District of Florida Case No.: 20-18695 Judge: Hon. Erik P. Kimball Debtor's Counsel: Brian K. McMahon, Esq. BRIAN K. MCMAHON 1401 Forum Way 6th Floor West Palm Beach, FL 33401 Tel: 561-478-2500 E-mail: briankmcmahon@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Mark Daniels, president. A copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors, is available at PacerMonitor at at no extra charge. https://tinyurl.com/y23kp8f7 AGF MACHINERY: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------- Debtor: AGF Machinery, LLC 1760 Reeves St. Dothan, AL 36303 Business Description: AGF Machinery, LLC -- https://agfmachinery.com -- is engaged in selling and renting construction equipment, aerial work platforms & heavy duty equipment. The company offers a full line of construction equipment in its sales and rental inventories from Wacker Neuson, ASV, Skyjack, Toro, and Husqvarna. Chapter 11 Petition Date: August 12, 2020 Court: United States Bankruptcy Court Middle District of Alabama Case No.: 20-11029 Debtor's Counsel: Edward J. Peterson, Esq. STICHTER, RIEDEL, BLAIN & POSTLER, P.A. 110 E. Madison St. Suite 200 Tampa, FL 33602 Tel: (813) 229-0144 Email: epeterson@srbp.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Jeffrey Lee Washington, member. A copy of the petition is available for free at PacerMonitor.com at: https://tinyurl.com/yyqea5db List of Debtor's 13 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Dell Financial $24,732 P.O. Box 81577 Austin, TX 78708-1577 2. Larry and Helen Holcomb Undetermined 1497 Coosa County Rd. 78 Sylacauga, AL 35151 3. Michael Butler Broadcasting $1,250 P.O. Box 780146 Tallassee, AL 36078 4. Rand-Reilly, LLC Undetermined Data Proucts P.O. Box 2029 Tuscaloosa, AL 35403 5. Robert Gardner, Jr. Undetermined 514 N. E. Blvd. Montgomery, AL 36117 6. South Hood, LLC Undetermined 165 East University Drive Auburn, AL 36830 7. Ricky Spratlin Undetermined 990 Mahone Barnett Rd. Tuskegee, AL 36083 8. Susan Y. Hardwick Undetermined 1981 Highway 87 S Navarre, FL 32566 9. Synovus Bank $683,237 1148 Broadway, 4th Floor W Suite Columbus, GA 31901 10. Tiger Tire & Auto $4,745 1994 Lee Road 137 Auburn, AL 36832 11. Trackunit $26,437 700 Commerce Dr., #500 Oak Brook, IL 60523 12. USMD, LLC Undetermined 7366 Gulf Blvd. Navarre, FL 32566 13. WMJSHR Investments, LLC Undetermined P.O. Box 1207 Dothan, AL 36302 AGILE THERAPEUTICS: Incurs $10.8M Net Loss in Second Quarter ------------------------------------------------------------ Agile Therapeutics, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $10.83 million for the three months ended June 30, 2020, compared to a net loss of $3.48 million for the three months ended June 30, 2019. For the six months ended June 30, 2020, the Company reported a net loss of $18.71 million compared to a net loss of $8.15 million for the six months ended June 30, 2019. As of June 30, 2020, the Company had $103.06 million in total assets, $22.27 million in total liabilities, and $80.79 million in total stockholders' equity. "Thanks to the dedication and commitment of the Agile team, we made considerable progress on our objectives and we believe we are on track to launch Twirla in the fourth quarter of 2020. During the second quarter, we transitioned into the final validation phase of manufacturing commercial product. Through Syneos Selling Solutions, our contract sales force partner, we also hired several industry veterans to build out our sales force highlighted by Terry Herring, a recognized leader with more than 30 years of pharmaceutical and healthcare experience, as our new National Sales Leader. We believe our strong financial position and cash balance, combined with our recent achievements, set us up well to commercially launch Twirla and establish Agile in the contraceptive prescription marketplace," said Al Altomari, chairman and chief executive officer of Agile. As of June 30, 2020, Agile had $87.2 million of cash, cash equivalents and marketable securities compared to $34.5 million of cash and cash equivalents as of Dec. 31, 2019. Research and development expenses were $3.7 million for the quarter ended June 30, 2020, compared to $1.8 million for the comparable period in 2019. The increase in R&D expenses was primarily due to costs to complete manufacturing development, process improvements, and pre-validation work for commercial manufacturing of Twirla by Corium, the Company's contract manufacturer. General and administrative expenses were $6.4 million for the quarter ended June 30, 2020, compared to $1.8 million for the comparable period in 2019. The increase in G&A expenses was primarily due to higher costs associated with the Company's pre-commercialization activities for Twirla, such as brand building, advocacy, market research and consulting. The increase in G&A expenses was also attributable to activities related to building out the commercial organization and included higher salaries and higher professional fees related to recruiting fees and consultants, and an increase in stock compensation expense. Financial Guidance * The Company reaffirmed its operating expense guidance for the full year 2020 to be in the range of $52 million to $56 million, with general and administrative expenses accounting for approximately 70% of the spending as it builds out its commercial infrastructure. The Company's operating expenses guidance includes $2.5 million to $3 million of non-cash stock compensation expense. The Company updated its net revenue guidance in the fourth quarter of 2020, reflecting refined expectations of initial stocking levels, to be in the range of $1 million to $2 million. * Based on the Company's current business plan and ability to launch Twirla, the Company believes that its cash, cash equivalents and marketable securities as of June 30, 2020 will be sufficient to meet its projected operating requirements through the end of 2021. If the COVID-19 pandemic or other factors impact the Company's current business plans or its ability to generate revenue from the launch of Twirla, the Company believes it has the ability to revise its commercial plans, including curtailing sales and marketing spending, to allow it to continue to fund its operations. A full-text copy of the Form 10-Q is available for free at: https://tinyurl.com/yy387k45 About Agile Therapeutics Agile Therapeutics, headquartered in Princeton, New Jersey -- http://www.agiletherapeutics.com-- is a forward-thinking women's healthcare company dedicated to fulfilling the unmet health needs of today's women. The Company's product candidates are designed to provide women with contraceptive options that offer freedom from taking a daily pill, without committing to a longer-acting method. Its lead product candidate, Twirla, (ethinyl estradiol and levonorgestrel transdermal system), also known as AG200-15, is a once-weekly prescription contraceptive patch that has completed Phase 3 trials. Agile recorded a net loss of $18.61 million in 2019, a net loss of $19.78 million in 2018, and a net loss of $28.30 million in 2017. As of Dec. 31, 2019, the Company had $49.54 million in total assets, $3.79 million in total liabilities, and $45.74 million in total stockholders' equity. Ernst & Young LLP, in Iselin, New Jersey, the Company's auditor since 2010, issued a "going concern" qualification in its report dated Feb. 20, 2020 citing that the Company has suffered recurring losses from operations, requires additional capital to fund its commercialization activities and has stated that substantial doubt exists about the Company's ability to continue as a going concern. ALPINE 4 TECHNOLOGIES: MaloneBailey LLP Raises Going Concern Doubt ------------------------------------------------------------------ Alpine 4 Technologies Ltd. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $3,133,165 on $ 28,151,524 of revenue for the year ended Dec. 31, 2019, compared to a net loss of $7,908,017 on $ 14,261,794 of revenue for the year ended in 2018. The audit report of MaloneBailey, LLP states that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2019, showed total assets of $35,801,598, total liabilities of $47,771,740, and a total stockholders' deficit of $11,970,142. A copy of the Form 10-K is available at: https://is.gd/QgmlBh Alpine 4 Technologies Ltd., a technology holding company, provides automotive technologies, electronics manufacturing, software, and energy services in the United States. The Company's product and services include 6th Sense Auto and BrakeActive. The Company was formerly known as Alpine 4 Automotive Technologies Ltd. and changed its name to Alpine 4 Technologies Ltd. in June 2015. Alpine 4 Technologies Ltd. was founded in 2014 and is based in Phoenix, Arizona. AMERICAN BLUE: Unsecureds to Get Paid from GUC Plan Consideration ----------------------------------------------------------------- American Blue Ribbon Holdings, LLC and its affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a Combined Disclosure Statement and Chapter 11 Plan of Reorganization dated July 10, 2020. On June 12, 2020, the Debtors filed a Motion for Entry of Order Approving the Sale of Certain of the Debtors Assets Free and Clear of All Liens, Claims, Encumbrances, and Other Interests and Authorizing the Assumption and Assignment of Unexpired Leases, wherein the Debtors sought Bankruptcy Court approval of the Florida Purchase Agreement. Class 3 General Unsecured Claims are impaired. Holders of Allowed General Unsecured Claims are entitled to vote to accept or reject the Plan. Holders of allowed general unsecured claims will receive a pro rata share of the GUC Plan Consideration. Class 4 consists of the Equity Interests in the Debtors. On the Effective Date, Equity Interests shall be discharged, cancelled, released, and extinguished as of the Effective Date and Holders of Equity Interests shall neither receive any Distributions nor retain any property under this Combined Disclosure Statement and Plan for or on account of such Equity Interests. The Combined Disclosure Statement and Plan provides for the limited substantive consolidation of the Debtors' Estates, but solely for the purposes of this Combined Disclosure Statement and Plan, including voting on the Combined Disclosure Statement and Plan by the holders of claims and making any distributions to holders of claims. Allowed claims will be paid by the Reorganized Debtors, subject to the limitations and qualifications. On the Effective Date, the Reorganized Debtors will establish the GUC Trust Account for the benefit of the Holders of Allowed General Unsecured Claims, from which all payments to holders of allowed general unsecured claims will be made. If the Debtors consummate a sale of Legendary Baking prior to payment of the final GUC Fixed Cash Recovery payment, the proceeds from the sale of Legendary Baking will be used to satisfy the remaining amounts due to Holders of Allowed General Unsecured Claims in connection with the GUC Fixed Cash Recovery in one lump sum payment on the next Distribution Date. The 100% of the New Equity Interests in the Reorganized Debtors shall be disbursed to Cannae in partial repayment of the DIP Loan pursuant to the Debt-For-Equity Exchange. The value of such New Equity Interests to be applied to the repayment of the DIP Loan shall be $15,500,000. A full-text copy of the Combined Plan and Disclosure Statement dated July 10, 2020, is available at https://tinyurl.com/ybscq5vv from PacerMonitor.com at no charge. Co-Counsel to the Debtors: NELSON, MULLINS, RILEY & SCARBOROUGH LLP Shane G. Ramsey John T. Baxter 150 Fourth Avenue, North, Suite 1100 Nashville, TN 37219 Tel: (615) 664-5355 Fax: (615) 664-5399 E-mail: shane.ramsey@nelsonmullins.com john.baxter@nelsonmullins.com - and – B. Keith Poston 1320 Main Street Columbia, SC 29201 Phone: (803) 255-9518 Facsimile: (803) 255-9038 E-mail: keith.poston@nelsonmullins.com - and – BAYARD, P.A. Evan T. Miller Daniel N. Brogan Sophie E. Macon 600 N. King Street, Suite 400 Wilmington, DE 19801 Telephone: (302) 655-5000 Facsimile: (302) 658-6395 E-mail: emiller@bayardlaw.com dbrogan@bayardlaw.com smacon@bayardlaw.com About American Blue Ribbon Based in Nashville, Tennessee, American Blue Ribbon Holdings, LLC-- http://www.americanblueribbonholdings.com/-- operates two distinct regional family dining restaurant brands -- Village Inn and Bakers Square, as well as a bakery operation, Legendary Baking. Founded in 1958 and 1969, respectively, Village Inn and Bakers Square are full-service sit-down family dining restaurant concepts that feature a variety of menu items for all meal periods. As of the Petition Date, in connection with the family dining business, the Debtors operate 97 restaurants in 13 states, franchise 84 Village Inn restaurants, and maintain an e-commerce presence as well. Legendary Baking is the Debtors' manufacturing operation that produces pies in two Debtor-owned production facilities. Legendary Baking provides those pies to the Family Dining Business for sale in Village Inn and Bakers Square restaurants while also selling pies to other restaurants, independent bakers, and customers. American Blue Ribbon Holdings and four affiliates, namely (1) Legendary Baking, LLC, (2) Legendary Baking Holdings, LLC, (3) Legendary Baking of California, LLC, and (4) SVCC, LLC, each filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 20-10161) on Jan. 27, 2020. As of the Petition Date, American Blue Ribbon Holdings estimated between $100 million and $500 million in assets and between $50 million and $100 million in liabilities. The petitions were signed by Kurt Schnaubelt, chief financial officer. Judge Laurie Selber Silverstein is assigned to the cases. Young Conaway Stargatt & Taylor, LLP and KTBS LAW LLP serve as the Debtors' counsel. Epiq Corporate Restructuring, LLC is the Debtors' claims and noticing agent. ANGI GROUP: Moody's Assigns First-Time Ba3 CFR, Outlook Stable -------------------------------------------------------------- Moody's Investors Service has assigned to ANGI Group, LLC a Ba3 Corporate Family Rating and Ba3-PD Probability of Default Rating. Concurrently, Moody's assigned a Ba3 rating to ANGI Group's proposed $500 million senior unsecured notes and SGL-1 Speculative Grade Liquidity rating. The outlook is stable. Moody's also withdrew IAC/InterActiveCorp's Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, SGL-1 rating and stable outlook given that IAC is no longer an issuer of rated debt. ANGI Group is a wholly-owned subsidiary of ANGI Homeservices Inc., which, in turn, is 85%-owned by parent, IAC. Net proceeds from the debt raise will be used for general corporate purposes, including potential future acquisitions and return of capital. The ANGI notes will be unsecured debt instruments guaranteed by ANGI's material domestic operating subsidiaries. The notes will not benefit from a downstream IAC guarantee, similar to the existing debt residing at ANGI. Pro forma for the new notes, ANGI's outstanding debt as of June 30, 2020 will total $740.6 million consisting of: (i) an undrawn $250 million revolving credit facility maturing 2023 (unrated); (ii) a $240.6 million outstanding term loan A maturing 2023 (unrated); and (iii) the new $500 million senior unsecured notes due 2028. Assignments: Issuer: ANGI Group, LLC Corporate Family Rating, Assigned Ba3 Probability of Default Rating, Assigned Ba3-PD $500 Million Senior Unsecured Notes due 2028, Assigned Ba3 (LGD4) Withdrawals: Issuer: IAC/InterActiveCorp Corporate Family Rating, Withdrawn, previously rated Ba2 Probability of Default Rating, Withdrawn, previously rated Ba2-PD Speculative Grade Liquidity Actions: Issuer: ANGI Group, LLC Speculative Grade Liquidity, Assigned SGL-1 Issuer: IAC/InterActiveCorp Speculative Grade Liquidity, Changed to Rating Withdrawn from SGL-1 Outlook Actions: Issuer: ANGI Group, LLC Outlook, Assigned, Stable Issuer: IAC/InterActiveCorp Outlook, Changed to Rating Withdrawn from Stable RATINGS RATIONALE ANGI's Ba3 CFR benefits from the company's position as the leading player in the high growth on-demand home remodeling, repair and maintenance space, an estimated $500 billion market in the US. The rating is supported by: (i) the potential for long-term growth given that the marketplace is relatively underpenetrated; (ii) ANGI's B2C online content delivery expertise reinforced by an effective technology platform; (iii) good customer loyalty with improving take rates; (iv) solid EBITDA and free cash flow generation characteristics; (v) and very strong liquidity. The rating is challenged by the company's high pro forma financial leverage, small scale, narrow business line, high geographic concentration and low margin profile. Helping to offset these constraints is the parent's long and successful track record of acquiring, cultivating, growing and scaling its businesses to profitability in a disciplined and cost-effective manner, which Moody's believes will continue while ANGI remains majority owned by IAC. Though IAC is not a guarantor of ANGI's debt, Moody's expects IAC will provide implicit financial support to the company, if needed, given that ANGI represents IAC's largest investment and accounts for more than 75% of IAC's pro forma EBITDA (excluding corporate overhead) following the recent spin-off of Match Group, Inc. As one of the early movers in the industry dating back to IAC's initial 2004 investment in Service Magic (later rebranded as Home Advisor), ANGI has grown organically and through several acquisitions to become the premier digital home services marketplace that connects homeowners with service professionals. Secular growth potential exists for the online home services market given the: (i) increasing number of consumers using the internet to find qualified and vetted service professionals for home projects; (ii) growing number of US service professionals shifting their businesses and advertising digitally; and (iii) highly underpenetrated nature of the home services market with only about 20% of home projects fulfilled via an online inquiry or lead. ANGI benefits from strong customer loyalty, which is facilitated by transparent upfront pricing for a large variety of projects, in-app scheduling and payment, and guaranteed service levels. ANGI has experienced consistent double-digit organic revenue growth in recent years, partly driven by its user-friendly app, which is a function of the company's strong B2C online content delivery model that emphasizes a frictionless consumer experience, a capability inherited from its parent, IAC. While acquisitions over the years helped to add operating and international scale, IAC has effectively leveraged ANGI's technology infrastructure for acquired companies to lower customer acquisition costs. Marketing and sales, however, are managed independently at the country level and each acquired company maintains its own brand identity. The rating considers Moody's expectation for subdued revenue growth in 2020 in the mid-to-high single digit range, primarily arising from the economic impact of the novel coronavirus, as well as suppressed margins due to continued spending on discretionary investments and marketing to supplement ANGI's offering with more services and grow market share. The growth strategy is to promote higher priced projects with greater monetization value and provide new services such as project financing, bundled tasks and subscription plans to homeowners. While these investments will pressure EBITDA margins over the near-term, Moody's expects they will lead to increased revenue growth and expanding margins over the long-term as take rates improve. The Ba3 rating is constrained by ANGI's high financial leverage. Pro forma for the note's issuance, ANGI's gross debt will triple to approximately $741 million as of June 30, 2020 and total debt to EBITDA will rise to around 6.8x from 3x (including Moody's standard adjustments for non-cash stock-based compensation expense (SBC), operating leases and purchase obligation commitments). While leverage appears high for the Ba3 category, an offsetting factor is ANGI's very good internal liquidity profile. Pro forma cash balances of roughly $920 million (includes net proceeds from the pending debt raise) will exceed gross debt, producing a net cash position. Further, Moody's expects continued strong conversion of EBITDA to free cash flow and project FCF in the range of $100 - $150 million in 2020 (FCF was approximately $185 million at LTM June 30, 2020), increasing to about $150 - $175 million over the next twelve months. Given that ANGI's "asset-lite" operating model facilitates robust free cash flow, supporting very good liquidity, Moody's expects the company will focus on deleveraging. As such, the Ba3 CFR is forward-looking and Moody's projects leverage will decline to the 3.5x-4x range by 2022 through a combination of debt reduction, organic EBITDA growth and incremental EBITDA from acquisitions. Liquidity is supplemented by a $250 million RCF that Moody's expects will remain undrawn. ANGI's scale as measured by revenue of approximately $1.4 billion is lower than many comparably rated companies. However, given the strong secular growth potential in the homes services market and the likelihood that the company will continue to make acquisitions, Moody's projects that revenue will approach $2 billion by 2022. Revenue concentration in the home services market constrains the rating because the business is sensitive to economic events and can be adversely impacted by consumer confidence, discretionary spending and access to credit. Additionally, about 95% of revenue is generated in North America. The absence of meaningful international diversification exposes ANGI to the economic and cyclical conditions of only one region, which could magnify EBITDA and cash flow volatility during economic cycles. ANGI's EBITDA margin profile in the 8%-10% range (Moody's adjusted) weighs on the rating since lower margins provide less cushion during periods of underperformance as well as reduced capacity to reinvest in the business and convert EBITDA to free cash flow. Further, ANGI is exposed to digital advertising revenue, which can be cyclical and experience commoditized pricing in certain categories or weak pricing during downturns. The rating also reflects potential declines in website traffic due to rapidly changing technology and industry standards, changes in approaches for content delivery and distribution as well as sudden changes in how consumers engage with media content over time. ANGI is exposed to possible revisions to Google's search engine algorithms that could minimize its websites' listings placements and weaken paid traffic results. Concentrated ownership from the large 98% voting stake of IAC, which, in turn, is controlled by Mr. Barry Diller, and historically shareholder-friendly financial policies of IAC heightens governance risk. However, given that ANGI is IAC's largest investment and contributes a significant amount of IAC's earnings, Moody's believes IAC will act as a prudent steward to efficiently allocate capital for growth initiatives and return of capital to shareholders. The stable outlook reflects Moody's view that ANGI will continue to experience strong growth, albeit subdued in 2020. The outlook also incorporates Moody's expectation that the company will maintain a consolidated EBITDA margin in the 8%-10% area (Moody's adjusted), generate positive free cash flow and retain a sizeable cash balance in excess of gross debt as it pursues strategic growth objectives. The stable outlook reflects Moody's view that ANGI's web-based B2C content delivery and services model will remain fairly resilient during the COVID-19 outbreak and economic recession as consumers increasingly shift their activities, media consumption and purchases online. Nonetheless, Moody's expects decreases in consumer demand for home services requests to have an impact ANGI as some consumers may be unwilling to interact with service professionals face-to-face or have service professionals in their home. Moody's also expects lower advertising spend by clients will negatively impact advertising rates in the ad-supported segment of the business. Further, with the global economy in recession this year combined with the prospect of extended business closures, layoffs and high rates of unemployment, an erosion of consumer confidence will lead to a reduction in discretionary consumption. The magnitude of the impact will depend on the depth and duration of the pandemic, the impact that government restrictions to curb the virus will have on consumer behavior and the pace of business re-openings. As a result, Moody's expects delayed de-leveraging in 2020 with leverage remaining high near 7x (Moody's adjusted, including SBC) due to moderating EBITDA and then declining in 2021 to around 5x as the economy recovers, which is factored in the stable outlook. Moody's projects a global economic recession this year with the US and G-20 advanced economies contracting 5.7% and 6.4%, respectively, followed by rebounding growth of 4.5% and 4.8% in 2021. 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. ANGI's credit profile reflects the impact of the outbreak on its profitability given its exposure to the US economy and consumer spending, which has left it vulnerable to government lockdown mandates and shifts in market demand and sentiment in these unprecedented operating conditions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A ratings upgrade is unlikely over the near-term given the expectation for weak debt protection measures for the rating category. Over time, an upgrade could occur if ANGI exhibits revenue growth that is in line or ahead of market growth, expanding EBITDA margins and improved business and geographic diversification through increased scale and profitability. An upgrade would also be considered if financial leverage as measured by total debt to EBITDA is sustained near 3.5x (Moody's adjusted, including SBC) and free cash flow as a percentage of total debt is sustained at or above 6% (Moody's adjusted). ANGI would also need to adhere to conservative financial policies with respect to share purchases and dividends to be considered for upward ratings pressure. Ratings could be downgraded if ANGI's competitive position were to weaken as evidenced by revenue declines of 5% or more, EBITDA margins sustained below 10% (Moody's adjusted), rising traffic acquisition costs or increasing customer churn. Ratings could experience downward pressure if total debt to EBITDA is sustained above 5x (Moody's adjusted, including SBC) beyond 2021. A downgrade could also arise if ANGI sustained higher total debt to EBITDA than Moody's base-case expectation or liquidity deteriorates significantly due to lower-than-expected free cash flow generation or cash levels weakened due to high share purchase activity or increased acquisition spend without a proportionate increase in EBITDA. Headquartered in Denver, CO, ANGI Homeservices Inc. is a leading online marketplace for home remodeling, repair and maintenance that connects quality service professionals with consumers. Major brands include HomeAdvisor, Angie's List, Handy and Fixd Repair. The company is 85%-owned by IAC/InterActiveCorp, a leading consumer media and internet company that owns more than 150 internet-based brands and products. ANGI's revenue totaled approximately $1.4 billion for the twelve months ended June 30, 2020. The principal methodology used in these ratings was Media Industry published in June 2017. APC AUTOMOTIVE: Joint Prepackaged Plan Confirmed by Judge --------------------------------------------------------- Judge Christopher S. Sontchi has entered findings of fact, conclusions of law and order confirming the First Amended Joint Prepackaged Chapter 11 Plan of Reorganization of APC Automotive Technologies Intermediate Holdings, LLC and Its Debtor Affiliates. The Debtors have met their burden of proving that the Plan complies with each element of Sections 1129(a) and, to the extent applicable, if any, 1129(b) of the Bankruptcy Code by a preponderance of the evidence. The Debtors have agreed in principle to the terms of a settlement (the "DOJ Settlement") with the U.S. Department of Justice (the "DOJ") regarding a civil investigation by DOJ and CBP and related whistleblower litigation under the False Claims Act pertaining to the classification of certain brake material imported under the Harmonized Tariff Schedule of the United States. A copy of the order dated July 10, 2020, is available at https://tinyurl.com/y89pgbvc from PacerMonitor.com at no charge. About APC Automotive APC Automotive Technologies Intermediate Holdings, LLC, is an aftermarket supplier of brake, chassis, exhaust, and emissions parts for passenger vehicles, trucks, and commercial vehicles. It was formed through the merger of two companies in 2017, AP Exhaust and Centric. APC Automotive Technologies Intermediate Holdings, LLC and its 13 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11466) on June 3, 2020. Templar Energy was estimated to have $100 million to $500 million in assets and $500 million to $1 billion in liabilities. Jonathan S. Henes, P.C., of Kirkland & Ellis LLP and Kirkland & Ellis International LLP, serves as the Debtors' general bankruptcy counsel; Domenic E. Pacitti, Esq., Morton R. Branzburg, Esq., and Michael W. Yurkewicz, Esq. of Klehr Harrison Harvey Branzburg LLP serve as the local bankruptcy counsel. Jefferies Group LLC acts as the Company's financial advisor and Weinsweigadvisors LLC as restructuring advisor. Ernst & Young LLP is acting as the Company's tax advisor; and Bankruptcy Management Solutions, Inc., serves as the Company's claims and notice agent. ARR INVESTMENTS: Unsecureds to Receive Payment from Equity Pool --------------------------------------------------------------- Debtors ARR Investments, Inc., ARR Childcare, Inc., and Arista Academy, Inc., filed a Third Amended Disclosure Statement describing their proposed Chapter 11 Plan dated July 10, 2020. Class 14 consists of General Unsecured Claims of ARR Investments, Inc. (14a), Arista Academy, Inc. (14b), and ARR Childcare, Inc. (14c). The actual dividend will vary between Classes 14a, 14b, and 14c depending on the total number of allowed claims and the Equity Pool value for each of the Debtors, but the methodology is the same for all of Class 14. Holders of Allowed Class 14 Unsecured Claims for each of the Debtors will be entitled to a pro rata share of the Equity Pool for their respective Debtor paid over a 30-year amortization with a 15-year maturity and interest at 4.5 percent. The Equity Pool for each Debtor will be determined based on the liquidation equity value of the particular Debtor's assets. The Debtor estimates that the value of the Equity Pool for the Debtors will be between $429,129 and 300,000 for ARR Investments, between $389,000 and $280,000 for Arista, and between $769,573 and 600,000 for ARR Childcare, but has not yet finalized its analysis. Class 15 interests will be cancelled. On the Effective Date, Mr. Alejandrino Rodriguez and his wife, Ms. Mabel Diaz will contribute $50,000 to the Debtors to be used by the Debtors for ongoing obligations of the Debtors including legal and professional expenses, operations, and/or Plan payments. A full-text copy of the Third Amended Disclosure Statement dated July 10, 2020, is available at https://tinyurl.com/yd7aaxgo from PacerMonitor.com at no charge. The Debtors are represented by: Jimmy D. Parrish BAKER & HOSTETLER, LLP 200 S. Orange Avenue SunTrust Center, Suite 2300 Orlando, Florida 32801 Tel: (407) 649-4000 Fax: (407)841-0168 E-mail: jparrish@bakerlaw.com About ARR Investments ARR Investments, Inc., and its subsidiaries -- http://www.arr-learningcenters.com/-- offer learning centers for infants, toddlers, preschoolers and Voluntary Pre-Kindergarten in Orlando, Florida. The Learning Centers provide computer labs; dance, yoga, music classes; aerobics; foreign language instruction; before/after school transportation; certified lifeguard and safety instructor for swim lessons and play; and mini-camp breaks and summer camp. ARR Investments and three of its subsidiaries filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code(Bankr. M.D. Fla. Lead Case No. 19-01494) on March 8, 2019. The petitions were signed by Alejandrino Rodriguez, president. At the time of filing, the Debtors were estimated to have under $10 million in both assets and liabilities. Jimmy D. Parrish, Esq., at Baker & Hostetler LLP, serves as the Debtors' counsel. ASCENA RETAIL: To Report Significant Loss in Fiscal Q4 ------------------------------------------------------ Ascena Retail Group, Inc., said in a regulatory filing it announced preliminary results for its fiscal fourth quarter ended Aug. 1, 2020. The estimated 2020 fourth quarter information is subject to the completion of the Company’s standard procedures for the preparation and completion of its annual financial statements. Given that these reviews are ongoing, the Company may make further adjustments as a result of developments occurring between now and the time the financial results are finalized and publicly filed on Form 10-K. The estimated sales data has been provided to help investors understand and assess the near-term impacts of the coronavirus pandemic, but is subject to variability and may not be indicative of results or trends for any future reporting period. The Company currently estimates that revenue for its 2020 fiscal fourth quarter will be in the range of $765 million to $785 million, down from $1.228 billion in the fiscal fourth quarter of the prior year. The Company saw improving negative comparable sales performance as the quarter progressed. As a result of the sales decline, the Company expects to report a significant operating loss for the 2020 fiscal fourth quarter. From a liquidity standpoint, the Company currently estimates that it will report cash and cash equivalents as of August 1, 2020 in the range of $580 million to $590 million. Additionally, the Company ended the fourth quarter with outstanding term loan debt of $1.272 billion and outstanding borrowings under its revolving credit agreement of $230 million. The Company's cash and debt may ultimately be impacted by the Company's July 23, 2020 bankruptcy filing, which is discussed in more detail in Note 21 to its current report on Form 10-Q for the fiscal quarter ended May 2, 2020 (the "Third Quarter 2020 Form 10-Q"). The revenue data for the three months ended Aug> 1, 2020 and the cash and debt balances as of Aug. 1, 2020 are preliminary and have been prepared on the basis of currently available information. The Company’s independent registered public accounting firm has not audited or reviewed, and does not express an opinion or any other form of assurance with respect to, this data. This data does not constitute a comprehensive statement of the Company's financial results for the three months and fiscal year ended August 1, 2020, and the Company's final numbers for this data may differ materially from these estimates. About Ascena Retail Group Ascena Retail Group, Inc. (Nasdaq: ASNA) -- http://www.ascenaretail.com/-- is a national specialty retailer offering apparel, shoes, and accessories for women under the Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus Fashion (Lane Bryant, Catherines and Cacique), and Value Fashion (Dressbarn) segments, and for tween girls under the Kids Fashion segment (Justice). Ascena, through its retail brands, operates ecommerce websites and approximately 2,800 stores throughout the United States, Canada, and Puerto Rico. Ascena Retail reported a net loss of $661.4 million for the fiscal year ended Aug. 3, 2019, a net loss of $39.7 million for the year ended Aug. 4, 2018, and a net loss of $1.06 billion for the year ended July 29, 2017. On July 23, 2020, Ascena Retail Group and its affiliates sought Chapter 11 protection (Bankr. E.D. Va. Case No. 20-33113). As of Feb. 1, 2020, Ascena Retail had $13,690,710,379 in assets and $12,516,261,149 in total liabilities. The Hon. Kevin R. Huennekens is the case judge. The Debtors tapped Kirkland & Ellis LLP and Cooley LLP as bankruptcy counsel, Guggenheim Securities, LLC as financial Advisor, and Alvarez and Marsal North America, LLC as restructuring advisor. Prime Clerk, LLC is the claims agent. ASSOCIATED MATERIALS: Moody's Rates $250MM Secured Notes 'B3' ------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to the prospective $250 million senior secured notes issuance of Associated Materials, LLC. In addition, Moody's assigned a B3 corporate family rating and B3-PD probability of default rating to Associated Materials. The outlook is stable. The notes issuance is part of a larger recapitalization of Associated Materials, whereby most of the holders of the company's existing $675 million 9% senior secured notes will receive $25 million in cash plus equity in the company in exchange for their notes. The proceeds from the new $250 million notes offering will be used to fund the cash portion of the exchange, pay down the existing balance on the company's ABL revolving facility, fund closing costs as well as for general corporate purposes. As of June 30, 2020, the company had $152 million drawn on the revolver. Following the completion of the restructuring transactions, the company expects to downsize its ABL facility commitment to $150 million and extend the maturity to 2024. Assignments: Issuer: Associated Materials, LLC Corporate Family Rating at B3 Probability of Default Rating at B3-PD Senior Secured Notes due 2025 at B3 (LGD4) Outlook Actions: Issuer: Associated Materials, LLC Outlook assigned Stable RATINGS RATIONALE Associated Materials' B3 corporate family and senior secured ratings reflect Moody's expectation that the company will experience margin contraction coupled with a decline in revenue in 2020, followed by a gradual recovery in 2021. Moody's forecast considers lower home construction activity and a reduced need for discretionary items such as vinyl windows and siding, Associated Materials' primary products, amid the COVID-19 pandemic. 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. Moody's ratings also reflect the significant competitive landscape Associated Materials operates in, which limits the company's pricing power. However, the ratings are supported by the company's broad manufacturing and distribution footprint across the US and Canada, diverse customer base and extensive offering of exterior home products. Furthermore, the ratings incorporate the strong fundamentals that support the repair and remodel category, which makes up roughly 70% of Associated Materials' sales, including low mortgage interest rates and limited housing supply relative to demand. Proforma for the secured notes issuance, Associated Materials will have leverage, as defined by debt/EBITDA, of 4.2x. Moody's expects that the company will maintain a measured approach to its financial policy and not aggressively increase leverage. Following the recapitalization transactions, the new shareholders of the company will also be creditors participating in the new secured notes offering and have significant board representation. This dynamic should help to mitigate the inherent conflict of balancing the needs of debt and equity holders. Moody's regards Associated Materials' liquidity as adequate over the next 12 to 18 months. Associated Materials' proforma cash position of $68 million will more than cover the company's expected negative free cash flow while the undrawn and fully available $150 million ABL revolver will provide additional liquidity. The stable outlook reflects Moody's expectations that the company will see demand improvement in the repair and remodel segment and maintain adequate liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's indicated that a rating upgrade would likely reflect maintenance of debt/EBITDA below 5.0x, an improvement in EBITA/interest expense closer to 2.5x and improved liquidity, including sustained generation of positive cash flow. A rating downgrade could result from debt/EBITDA increasing above 6.0x, interest coverage sustained below 1.5x or a deterioration in the company's liquidity profile. The principal methodology used in these ratings was the Manufacturing Methodology published in March 2020. Associated Materials, LLC, headquartered in Cuyahoga Falls, Ohio, is a North American manufacturer and distributor of exterior building products. The company's core products are vinyl windows and vinyl siding. Associated Materials is also a distributor of third-party products, mainly roofing materials, insulation and exterior doors. Revenue for the twelve months ended March 28, 2020 was about $1.3 billion. Associated Materials is privately owned and does not disclose its financial information publicly. BALL CORP: S&P Rates New $1BB Senior Unsecured Notes 'BB+' ---------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level and '3' recovery ratings to Ball Corp.'s proposed $1 billion senior unsecured notes due 2030. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a default. The company intends to use the net proceeds from this offering to repay outstanding borrowings under its revolving credit facilities and for general corporate purposes, which may include potential investments in strategic partnerships and acquisitions, the repurchase or redemption of debt, including its $750 million senior unsecured notes due 2022, working capital, share repurchases, pension contributions, or capital expenditures. The exact terms and timing of the offering will depend upon market conditions and other factors. Ball also entered into an amended credit agreement which, among other things, modified its financial covenant. The amendment increases its required maximum net leverage ratio to 5.0x from 4.5x through Sept. 30, 2022. "The transaction does not affect our 'BB+' issuer credit rating or our stable outlook on Ball. We view the proposed refinancing as leverage neutral and forecast Ball's credit measures will remain appropriate for the current rating. Ball is a global supplier of aluminum packaging for customers in the beverage, food, and household products markets, and also provides aerospace and other technologies and services, primarily for the U.S. government. Our rating incorporates the company's strong competitive position, with a market-leading position in metal beverage containers, diversified global manufacturing footprint, efficient operations supported by synergies from prior acquisitions, and solid free cash flow generation," S&P said. Issue Ratings--Recovery Analysis Key analytical factors -- S&P recognize the collateral package for the stock-secured facility is somewhat weak because the lenders only have a lien on subsidiary stock while all domestic entities are borrowers or guarantors for the company's secured and unsecured debt. Therefore, domestic borrowings under the credit facility do not have a priority claim on the value of the U.S. operations relative to unsecured creditors in the U.S. - Despite this weakness in the collateral package, domestic borrowings under the credit facility have a priority claim on 65% of the equity value in the foreign subsidiaries and direct borrowings by foreign subsidiaries are structurally senior to the foreign enterprise value and also benefit from a 100% pledge of the stock in the foreign subsidiaries. -- S&P assumes revolver borrowings by foreign subsidiaries of $441 million. A collection allocation mechanism would equalize recovery rates for all bank borrowing, despite the better guarantor and collateral terms for non-U.S. borrowings. -- Using these assumptions, S&P estimates the collateral covers 90% of the secured facility. The large proportion of unpledged value would be sufficient to provide 50% coverage of the unsecured claims, including the notes and deficiency claim on the secured loan. The secured lenders' share of the unpledged value (from the deficiency claim) would push their total recovery to 95%. Simulated default assumptions -- Simulated year of default: 2025 -- EBITDA multiple: 6.0x -- EBITDA at emergence: $1.165 billion -- Jurisdiction: U.S. Simplified waterfall -- Net enterprise value at default (after 5% administrative costs): $6.642 billion -- Valuation split (obligors/nonobligors): 50%/50% -- Priority claims (Domestic receivables factoring program): $444 million -- Priority claims (Foreign receivables factoring program): $605 million -- Value available to secured debt (collateral/noncollateral): $1.920 billion/$3.673 billion -- Secured debt claims: $2.117 billion -- Recovery expectations: 90%-100%; rounded estimate: 95% -- Value available to unsecured debt (collateral/noncollateral): $0/$3.673 billion -- Pari passu secured deficiency claims: $197 million -- Senior unsecured debt claims: $6.873 billion -- Recovery expectations: 30%-50%; rounded estimate: 50% Note: Debt amounts include six months of accrued interest that S&P assumes will be owed at default. Collateral value includes equity pledges in nonobligors (after priority claims). S&P generally assumes usage of 85% for cash flow revolvers at default. BAYLESS PROPERTY: $1M Sale of Marietta Property to Brown Approved ----------------------------------------------------------------- Judge James R. Sacca of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Bayless Property Group, LLC's private sale of the real property located at 1111 Via Bayless, Marietta, Georgia to Chase Brown for $1,035,000. The Purchase Agreement, including any amendments, supplements, and modifications thereto, and all of the terms and conditions therein, is approved. The sale is free and clear of all liens, claims and encumbrances. Upon closing of the Sale, all liens, claims, and encumbrances on the Property will attach to the proceeds of the Sale to the same extent, validity, and priority as they existed on the Petition Date. WCH, LLC filed a proof of claim asserting a first-position security interest in the Property in the amount of $671,103 as of June 1, 2020. The amount is comprised of $568,849 in principal, $15,499 in interest through June 1, 2020, $87,652 in attorneys’ fees and $1,327 in late fees. WCH has credited $2,224 toward its claim for funds held in escrow for property taxes and insurance that remain undisbursed and owed to the Debtor. The Debtor asserts (and WCH disputes) that it should be credited an additional $3,336 in undisbursed escrow funds and an additional $10,475 in undisbursed funds representing various repair hold-backs that were never disbursed. At the closing of the Sale, WCH will be paid an amount equal to the outstanding principal of $568,849, pre-petition interest of $15,499, post-petition interest at the rate of 8.5% through the closing date, and late fees, minus the disputed amounts of $10,475 and $3,336 to be held in the Debtor's counsel's escrow account pending resolution by the parties or further order of the Court. WCH will also be paid $15,000 at closing representing reasonable attorneys' fees as part of its secured claim. WCH may file an amended unsecured proof of claim for the remaining amount of its claimed attorneys' fees, subject to objection by any party-in-interest. The remaining proceeds of the Sale will remain escrowed until further order of the Court. Notwithstanding any rule to the contrary, the provisions of the Order will be immediately effective and enforceable upon its entry. About Bayless Property Group Bayless Property Group, LLC, a Georgia-based company, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 20-66871) on June 1, 2020. At the time of the filing, Debtor had estimated assets of between $1 million and $10 million and liabilities of between $500,001 and $1 million. Debtor is represented by Wiggam & Geer, LLC. BAYSIDE WASTE: Wants Until August 14 to File Plan & Disclosure -------------------------------------------------------------- Debtor Bayside Waste Services, LLC, requests an extension of the July 15, 2020 Court-ordered deadline to file its plan and disclosure statement. The Debtor needs an additional 30 days to prepare its disclosure statement and plan. The Debtor has filed a motion to approve bidding procedures and will be filing a motion to approve the sale of substantially all of its assets. The short extension will allow the plan process to proceed in a similar time frame as the sale process. Accordingly, by this Motion, the Debtor requests that this Court extend the time for filing of its disclosure statement and plan through and including August 14, 2020. This Motion is not submitted for purposes of delay, and the Debtor submits that the relief requested in the Motion will not prejudice any parties in interest. The Debtor is not aware of any other party that may seek to file a plan, but is seeking an extension of the period to file a plan. A full-text copy of the Motion dated July 10, 2020, is available at https://tinyurl.com/yanwh8k2 from PacerMonitor.com at no charge. Attorneys for Debtor: Scott A. Stichter Stichter Riedel Blain & Postler, P.A. 110 East Madison Street, Suite 200 Tampa, Florida 33602 Telephone: (813) 229-0144 E-mail: sstichter@srbp.com About Bayside Waste Services Bayside Waste Services, LLC, a Tampa, Florida-based provider of environmental services, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-02359), on March 18, 2020. The petition was signed by Paul J. Simon, its manager. As of Feb. 29, 2020, the Debtor had $769,198 in total assets and $1,376,899 in total liabilities. The Debtor tapped Stichter Riedel Blain & Postler, P.A., as its counsel. BIO-KEY INTERNATIONAL: Has $3.4M Net Loss for March 31 Quarter -------------------------------------------------------------- BIO-key International, Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $3,370,282 on $522,485 of revenues for the three months ended March 31, 2020, compared to a net loss of $1,803,508 on $551,623 of revenues for the same period in 2019. At March 31, 2020, the Company had total assets of $3,019,278, total liabilities of $4,430,299, and $1,411,021 in total stockholders' deficit. The Company disclosed that there are conditions that raise substantial doubt about its ability to continue as a going concern. The Company has incurred significant losses to date, and at March 31, 2020 had an accumulated deficit of approximately $93 million. In addition, broad commercial acceptance of the Company's technology is critical to the Company's success and ability to generate future revenues. At March 31, 2020, the Company's total cash and cash equivalents were approximately $662,000, as compared to approximately $79,000 at December 31, 2019. The Company has financed operations in the past through access to the capital markets by issuing secured and convertible debt securities, convertible preferred stock, common stock, and through factoring receivables. The Company estimates that it currently requires approximately $525,000 per month to conduct operations, a monthly amount that it has been unable to achieve consistently through revenue generation. If the Company is unable to generate sufficient revenue to meet its goals, it will need to obtain additional third-party financing to (i) conduct the sales, marketing and technical support necessary to execute its plan to substantially grow operations, increase revenue, and serve a significant customer base; and (ii) provide working capital. No assurance can be given that any form of additional financing will be available on terms acceptable to the Company, that adequate financing will be obtained by the Company, in order to meet its needs, or that such financing would not be dilutive to existing shareholders. A copy of the Form 10-Q is available at: https://is.gd/tYKsrW BIO-key International, Inc. develops and markets fingerprint biometric identification and identity verification technologies, and related identity management and credentialing biometric hardware and software solutions. BIO-key International, Inc. markets its products through its sales force, as well as through distributors, resellers, integrators, value added resellers, and technology partners. The company was formerly known as SAC Technologies and changed its name to BIO-key International, Inc. in 2002. BIO-key International was founded in 1993 and is headquartered in Wall, New Jersey. BOOZ ALLEN: Moody's Rates Planned $500MM Unsecured Notes 'Ba2' -------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to the planned $500 million senior unsecured notes issuance of Booz Allen Hamilton Inc. All other ratings for the company, including the Ba1 corporate family rating and Ba1-PD probability of default rating, as well as the Baa3 senior secured bank credit facility ratings and the existing Ba2 senior unsecured bond ratings, are unaffected. The speculative grade liquidity rating of SGL-1 and the positive ratings outlook are also unchanged. Proceeds from the notes offering will go toward redemption of the company's $350 million issuance of 5.125% senior unsecured notes due 2025 that will be called concurrent with placement of the new notes. The excess cash proceeds from the offering will be retained on the balance sheet for discretionary purposes. According to lead analyst Bruce Herskovics, "We view the planned notes issuance to be in-step with Booz Allen Hamilton's measured financial policies, including maturity laddering, leverage in the 3x range and a very good liquidity profile." Regarding the family level rating and the ratings outlook Herskovics added, "The Ba1 CFR and positive ratings outlook are unaffected by the unsecured notes issuance and continue to incorporate the success of BAH's business strategy in recent years, with noteworthy market share gains and rising scale and market prominence within US defense and intelligence community services." The rapid spread of the coronavirus outbreak, a 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. While defense services contracting has been relatively less affected than most other sectors, it has not been immune to the adverse impact of the pandemic, and the company remains vulnerable to shifts in market demand and sentiment in these unprecedented operating conditions. Assignments: Issuer: Booz Allen Hamilton Inc. Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD5) RATINGS RATIONALE The Ba1 CFR broadly reflects BAH's size and backlog growth, a long-held position within US national security services contracting with good diversity of programs, relatively strong key credit metrics and generally measured and supportive financial policies. Market share gains followed BAH's effort to expand technical qualifications in recent years. The added capabilities well suit the US defense modernization phase that will continue unfolding across the next decade. Moody's expects BAH's revenues to exceed $8 billion in FY2021. The scale should enable BAH to shoulder larger contract/tasks, be innovative as technology evolves, and to continue offering attractive career development opportunities that facilitate talent recruitment. The Ba1 rating also factors in recently increased risk associated with US defense budget uncertainty, as stimulus spending in response to the coronavirus crisis could threaten spending growth. The government's FY2021 will almost surely be partially funded under continuing resolution budget authority which, if prolonged, could reduce marketing opportunities and disrupt operational continuity. Governance related considerations are somewhat elevated for BAH. Lack of clarity persists toward resolution of the US Department of Justice's civil and criminal investigation regarding the company's indirect cost charging practices with the US government, which commenced three years ago. Even so, Moody's believes the matter is unlikely to culminate in a substantial charge. BAH also suffered negative publicity related to former rogue employees who stole national security related data from classified programs. The speculative grade liquidity rating of SGL-1 reflects a very good liquidity profile stemming from high cash balances, a sufficiently sized backstop revolving credit facility, and a good level of covenant headroom under the company' bank credit facility financial maintenance covenants. The Ba2 rating on the senior unsecured notes is one notch below the CFR, reflecting the potential for significant loss absorption for this creditor class in a default given the sizeable amount of secured and other priority claims in the company's consolidated capitalization. The notes will be guaranteed by domestic subsidiaries, in line with the company's senior secured credit facility. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward ratings momentum would depend on an expectation of leverage generally remaining at or below 3x and free cash flow of $300 million or more, with a healthy backlog and cash maintained at $350 million or higher. While BAH has not been acquisitive, it could be in the future, and credit metrics could in turn weaken from current levels. Confidence that risk appetite will remain within acceptable bounds for a prospectively higher rating will be a key ratings factor. Downward ratings pressure would mount with negative contract developments, an unexpectedly negative outcome from the US Department of Justice investigation, leverage exceeding 4x, and/or a significantly diminished liquidity profile. Booz Allen Hamilton Inc. is a publicly traded (NYSE: BAH) provider of management and technology consulting and engineering services to governments in the defense, intelligence and civil markets, global corporations and not-for-profit organizations. Booz Allen Hamilton is headquartered in McLean, Virginia, and reported revenues of approximately $7.5 billion for fiscal year ended March 31, 2020. The principal methodology used in these ratings was Aerospace and Defense Methodology published in July 2020. BRIGGS & STRATTON: Taps King & Spalding as Special Counsel ---------------------------------------------------------- Briggs & Stratton Corporation and its affiliates received provisional approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to continue to employ King & Spalding LLP. King & Spalding will continue to represent Debtors in two major trade cases, which are brought under the anti-dumping and countervailing duty laws to determine whether a domestic industry is being harmed by unfairly traded imports. In addition to the two major trade cases, King & Spalding will advise Debtors on matters relating to trade litigation and trade policy, and assists Debtors in objecting to extensions of exclusions on tariffs granted by the U.S. government on engines imported from China that compete with Debtors' products. The firm will also continue to represent Debtors in connection with a California Air Resource Board rulemaking involving recently proposed changes to its small offroad engine exhaust and evaporative emissions regulations. The firm's hourly rates are as follows: Partners $820 to $1,290 Counsel $750 to $1,005 Associates $440 to $750 Paraprofessionals $190 to $325 Non-Lawyer Consultants $750 to $925 King & Spalding neither represents nor holds any interest adverse to Debtor and its bankruptcy estate with respect to the matter on which the firm is to be employed, according to court filings. The firm can be reached through: Stephen J. Orava, Esq. King & Spalding LLP 1180 Peachtree Street, NE, Suite 1600 Atlanta, GA 30309 Phone: +1 404 572 4600 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. The Office of the U.S. Trustee appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. BROOKS BROTHERS: List of 38 Stores Permanently Closed ----------------------------------------------------- Brooks Brothers, the iconic apparel maker founded in 1818 and known for its suits, filed for Chapter 11 bankruptcy to seek a buyer. The coronavirus pandemic and associated store closures hurt Brooks Brothers' sales, but according to The New York Times, the retailer was considering restructuring even before the virus hit. Before filing for bankruptcy, Brooks Brothers made the decision to close 51 stores due to the coronavirus pandemic, a company spokesperson said. Some of these locations have already permanently shuttered, while others are in the process of closing. Brooks Brothers' Web site currently lists 38 stores as permanently closed. Here is where they are located: * Tucson Premium Outlet, 6401 West Marana Center Boulevard, Tucson, AZ 85742 * La Encantada, 2905 East Skyline Drive, Tucson, AZ 85718 * Petaluma Village Premium Outlet, 2200 Petaluma Boulevard North, Petaluma, CA 94952 * Union Square, 240 Post Street, San Francisco, CA 94108 * Outlet At Tejon, 5701 Outlets At Tejon Parkway, Tejon Ranch, CA 93203 * Colorado Mills, 14500 West Colfax Avenue, Lakewood, CO 80401 * Boston Post Road, 987 Boston Post Road, Darien, CT 06820 * Stamford Town Center, 100 Greyrock Place, Stamford, CT 06901 * Westport - Women's, 125 Main Street, Westport, CT 06880 * M Street - Georgetown, 3077 M Street, Northwest, Washington, DC 20007 * Sanibel Outlet, 20350 Summerlin Road, Ft. Myers, FL 33908 * Worth Avenue, 225 Worth Avenue, Palm Beach, FL 33480 * The Rookery, 209 South Lasalle Street, Chicago, IL 60604 * State Street - Women's, 75 State Street, Boston, MA 02109 * Hagerstown Premium Outlet, 175 Premium Outlets Boulevard, Hagerstown, MD 21740 * Chesterfield Outlets, 17801 North Outer 40 Road, Chesterfield, MO 63005 * Osage Beach Premium Outlet, 4540 Osage Beach Parkway, Osage Beach, MO 65065 * Biltmore Village, 1 All Souls Crescent, Asheville, NC 28803 * Carolina Premium Outlet, 1225 Outlet Center Drive, Smithfield, NC 27577 * Nebraska Crossing Outlet, 21215 Nebraska Crossing Drive, Gretna, NE 68028 * Shops at Riverside Women's - One Riverside Square, Hackensack, NJ 07601 * Fashion Outlet of Santa Fe, 8380 Cerrillos Road, Santa Fe, NM 87507 * Downtown Summerlin, 1955 Festival Plaza Drive, Las Vegas, NV 89135 * Forum Shops at Caesar's, 3500 Las Vegas Boulevard South, Las Vegas, NV 89109 * Las Vegas South Premium Outlet, 7400 Las Vegas Boulevard South, Las Vegas, NV 89123 * 412 Wheatley Plaza, Greenvale, NY 11548 * 2381 Broadway (87th Street), New York, NY 10024 * Flatiron Shop - 901 Broadway (20th Street), New York, NY 10003 * Waterloo Premium Outlet, 655 State Route 318, Waterloo, NY 13165 * Aurora Farms Premium Outlet, 549 South Chillicothe Road, Aurora, OH 44202 * Tower City Center, 230 West Huron Road, Cleveland, OH 44113 * Outlet Shoppes at Gettysburg, 1863 Gettysburg Village Drive, Gettysburg, PA 17325 * Gaffney Premium Outlet, 700 Factory Shops Boulevard, Gaffney, SC 29341 * Grand Prairie Premium Outlet, 2950 West Interstate 20, Grand Prairie, TX 75052 * Outlet Shoppes at Laredo, 1600 Water Street, Laredo, TX 78040 * Market Street at The Woodlands, 9595 Six Pines Drive, The Woodlands, TX 77380 * Bayshore Town Center, 5700 North Bayshore Drive, Glendale, WI 53217 * Outlet Shoppes at Oshkosh, 3001 South Washburn, Oshkosh, WI 54904 About Brooks Brothers Group Brooks Brothers -- https://www.brooksbrothers.com/ -- is a clothing retailer with over 1,400 locations in over 45 countries. While famous for its clothing offerings and related retail services, Brooks Brothers is known as a lifestyle brand for men, women, and children, which markets and sells footwear, eyewear, bags, jewelry, watches, sports articles, games, personal care items, tableware, fragrances, bedding, linens, food items, beverages, and more. Brooks Brothers Group, Inc. is the Debtors' ultimate corporate parent, which directly or indirectly owns each of the other Debtor entities. Brooks Brothers Group, Inc. and 12 of its affiliates filed for Chapter 11 protection (Bankr. D. Del., Lead Case No. 20-11785) on July 8, 2020. In the petitions signed by CRO Stephen Marotta, the Debtors were estimated to have assets and liabilities of $500 million to $1 billion. The Hon. Christopher Sontchi presides over the cases. Richards, Layton & Finger, P.A. and Weil, Gotshal & Manges LLP serve as counsel to the Debtors. PJ Solomon, L.P acts as investment banker; Ankura Consulting Group LLC is the financial advisor; and Prime Clerk LLC is the claims and noticing agent. BROOKS BROTHERS: Selling to Simon & SPARC for $325M --------------------------------------------------- CNBC reports that Brooks Brothers said it is likely to be acquired by Authentic Brands Group LLC and SPARC Group LLC after they increased their offer to $325 million. SPARC, a venture backed by brand manager Authentic Brands Group LLC and mall operator Simon Property Group Inc, has agreed to continue operating at least 125 Brooks Brothers retail locations as part of the deal. Brooks Brothers said a hearing to approve the sale was currently scheduled for Aug. 14, with the deal expected to be completed by this month-end. The company clinched a $305 million "stalking horse" deal with SPARC that set the floor for other offers in a bankruptcy auction. Brooks Brothers had already been struggling as corporate America, including Wall Street, relaxed its dress code for employees, allowing them to choose casual dressing over bespoke suits. The U.S. retailer had set a deadline to receive offers better than Authentic Brands and Simon Property's, but none came in, sources familiar with the matter had told Reuters. Fox Business reports that brand-licensing company WHP Global Inc. has bowed out of the race for Brooks Brothers Inc., according to people familiar with the matter, leaving the Authentic and Simon joint veture poised to take control of the bankrupt retailer. Like Authentic Brands, WHP Global buys consumer brands, often out of bankruptcy, and revives them by shedding unprofitable locations. About Brooks Brothers Group Brooks Brothers -- https://www.brooksbrothers.com/ -- is a clothing retailer with over 1,400 locations in over 45 countries. While famous for its clothing offerings and related retail services, Brooks Brothers is known as a lifestyle brand for men, women, and children, which markets and sells footwear, eyewear, bags, jewelry, watches, sports articles, games, personal care items, tableware, fragrances, bedding, linens, food items, beverages, and more. Brooks Brothers Group, Inc. is the Debtors' ultimate corporate parent, which directly or indirectly owns each of the other Debtor entities. Brooks Brothers Group, Inc. and 12 of its affiliates filed for Chapter 11 protection (Bankr. D. Del., Lead Case No. 20-11785) on July 8, 2020. In the petitions signed by CRO Stephen Marotta, the Debtors were estimated to have assets and liabilities of $500 million to $1 billion. The Hon. Christopher Sontchi presides over the cases. Richards, Layton & Finger, P.A. and Weil, Gotshal & Manges LLP serve as counsel to the Debtors. PJ Solomon, L.P acts as investment banker; Ankura Consulting Group LLC is the financial advisor; and Prime Clerk LLC is the claims and noticing agent. BYRNA TECHNOLOGIES: Says Substantial Going Concern Doubt Exists --------------------------------------------------------------- Byrna Technologies Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $2,284,373 on $148,580 of net revenue for the three months ended Feb. 29, 2020, compared to a net loss of $883,772 on $11,107 of net revenue for the three months ended Feb. 28, 2020. At Feb. 29, 2020, the Company had total assets of $3,721,498, total liabilities of $6,449,522, and $2,728,024 in total stockholders' deficit. The Company disclosed that there is substantial doubt about its ability to continue as a going concern for one year after the issuance of its financial statements. Byrna Technologies said, "The Company has incurred a cumulative loss of $39,946,496 from inception through February 29, 2020. The Company has funded operations through the issuance of common stock, warrants, and convertible notes payable. The Company generates revenue from operations. However, it still expects to incur significant losses before the Company's revenues can sustain its operations. The Company's future success is dependent upon its ability to raise sufficient capital or generate adequate revenue, to cover its ongoing operating expenses, and also to continue to develop and be able to profitably market its products. Management's plans to continue operations include seeking to expand sales of the Byrna(R) HD in new marketing channels domestically and internationally, offering new products to drive revenue increases in the way that the April 2019 commencement of Byrna(R) HD sales drove the fiscal 2019 revenue increase. In addition, subsequent to February 29, 2020, the Company (1) raised approximately $3.2 million through early warrant exercises and (2) exchanged all outstanding convertible debt for preferred stock, resulting in the Company no longer having any outstanding notes payable. The Company may explore other financing alternatives to raise capital, if needed. There can be no assurance that such revenue will be generated, or financing will be available at all or on favorable terms. Based on these factors, there is substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty; such adjustments could be material." A copy of the Form 10-Q is available at: https://is.gd/PKqKw0 CAPITAL TRUCK: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The Office of the U.S. Trustee on Aug. 12, 2020, disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Capital Truck, Inc. About Capital Truck Capital Truck, Inc., a company based in Tallahassee, Fla., filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 20-40287) on July 14, 2020. Capital Truck President Mark Thomas signed the petition. At the time of the filing, Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Bruner Wright, P.A. is Debtor's bankruptcy counsel. CDW CORP: S&P Rates $630MM Senior Unsecured Notes 'BB-' ------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level and '6' recovery ratings to the $630 million senior unsecured notes due in 2029 proposed by integrated information technology (IT) solutions provider CDW Corp. (CDW). These ratings match those on the company's existing unsecured debt. CDW LLC and CDW Finance Corp. will issue the notes, and the notes will rank pari passu with existing unsecured debt. CDW intends to use the proceeds to refinance its $600 million senior unsecured notes due in September 2025 and pay transaction-related fees. S&P therefore views the transaction as neutral to its adjusted leverage, which nets surplus cash from the debt amount. S&P's 'BB+' issuer credit rating on CDW Corp. is unchanged. The rating reflects the company's position as a leading IT reseller in North America, its broad product portfolio, and its deep domain expertise. Those factors are partly offset by its participation in a highly fragmented and competitive industry, as well as its exposure to cyclical IT spending from its small and midsize customers. Following an initial boost in transactional revenues in the first quarter of 2020 to support the transition to remote work, CDW's second-quarter results highlighted the exposure of IT spending in its corporate and small business customer base to the recessionary environment. Despite strong revenue growth from its government and education end markets, total revenues declined 5.7% in the quarter. S&P expects a low- to mid-single-digit percent revenue decline for 2020 due to S&P's expectations of a similar 4% decline in global IT spending. However, S&P maintains its stable outlook because it expects leverage to increase only slightly to the mid-2x area at the end of 2020, and that is well below its downgrade threshold of 4x. This reflects remediating actions to maintain discretionary cash flows, including temporarily suspending share repurchases and implementing cost-saving initiatives, resulting in leverage of about 2x as of June 30, 2020. Furthermore, liquidity remains robust and was supported by about $2 billion of combined cash and asset-based facility availability as of June 30, 2020, after the $600 million note issuance in April 2020. CDW's only significant debt maturity within the next 24 months is the $1.45 billion asset-based facility due in March 2022. Issue Ratings - Recovery Analysis Key analytical factors -- S&P bases its 'BB-' issue-level rating on the total senior unsecured debt of about $2.4 billion on a '6' recovery rating, which indicates its expectation for negligible recovery (0%-10%; rounded estimate: 0%) in the event of payment default. This is due to the presence of significant secured debt in the capital structure. -- S&P bases its existing 'BBB-' rating on the initial $1.49 billion senior secured term loan on a '2' recovery rating, which indicates its expectation for substantial (70%-90%; rounded estimate: 80%) recovery in the event of a payment default. -- S&P's hypothetical default scenario contemplates protracted revenue declines or EBITDA margin contraction due to increased competition, pricing pressure, and customer attrition, combined with an economic slowdown and a corresponding downturn in IT spending. -- S&P values CDW as a going concern because of its good market position, brand, and customer relationships. Simulated default assumptions -- Year of default: 2025 -- Emergence EBITDA after recovery adjustments: About $350 million -- EBITDA multiple: 6.5x Simplified waterfall -- Net enterprise value (after 5% administrative costs): About $2.2 billion -- Valuation split (obligors/CDW nonobligors/CDW U.K. nonobligors): 91%/4%/5% -- CDW priority claims*: $919 million -- CDW U.K. priority claims*: $110 million -- Collateral value available for secured claims: $1.1 billion -- Secured debt claims*: $1.4 billion -- Recovery expectations**: 70%-90% (rounded estimate: 80%) -- Unpledged value available for unsecured debt claims: $35 million -- Senior unsecured debt claims*: About $2.45 billion -- Recovery expectations**: 0%-10% (rounded estimate: 0%) *-- All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors less priority claims, plus equity pledge from nonobligors after nonobligor claims. S&P assumes the CDW U.K. revolving credit facility is 85% drawn at default and the asset-based facility is 60% drawn at default. **--Rounded down to the nearest 5%. CEL-SCI CORP: Posts $10.2 Million Net Loss in Third Quarter ----------------------------------------------------------- CEL-SCI Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss available to common shareholders of $10.22 million on $195,874 of grant income for the three months ended June 30, 2020, compared to a net loss available to common shareholders of $12.08 million on $108,938 of grant income for the three months ended June 30, 2019. For the nine months ended June 30, 2020, the Company reported a net loss available to common shareholders of $24.73 million on $530,106 of grant income compared to a net loss available to common shareholders of $17.28 million on $386,121 of grant income for the nine months ended June 30, 2019. As fo June 30, 2020, the Company had $42.03 million in total assets, $23.02 million in total liabilities, and $19.01 million in total stockholders' equity. CEL-SCI said, "Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2020. Although the Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak, if the pandemic continues, it may have an adverse effect on the Company's results of future operations, financial position, and liquidity in fiscal year 2020." A full-text copy of the Form 10-Q is available for free at: https://is.gd/HNKzDN About CEL-SCI Corporation CEL-SCI -- http://www.cel-sci.com/-- is a clinical-stage biotechnology company focused on finding the best way to activate the immune system to fight cancer and infectious diseases. The Company's lead investigational therapy Multikine is currently in a pivotal Phase 3 clinical trial involving head and neck cancer, for which the Company has received Orphan Drug Status from the FDA. The Company has operations in Vienna, Virginia, and near Baltimore, Maryland. CEL-SCI reported a net loss of $22.13 million for the year ended Sept. 30, 2019, compared to a net loss of $31.84 million for the year ended Sept. 30, 2018. As of March 31, 2020, the Company had $34.72 million in total assets, $22.51 million in total liabilities, and $12.21 million in total stockholders' equity. BDO USA, LLP, in Potomac, Maryland, the Company's independent accounting firm, issued a "going concern" qualification in its report dated Dec. 16, 2019, citing that the Company has suffered recurring losses from operations and expects to incur substantial losses for the foreseeable future that raise substantial doubt about its ability to continue as a going concern. CERESOTA FUNDING II: Files for Bankruptcy Protection ---------------------------------------------------- Dee DePass of Star Tribune reports that Ceresota Funding II LLC, owner of the Millers Landing Senior Living, located in the former Ceresota building in Minneapolis, Minnesota, sought Chapter 11 bankruptcy protection. The owner of the historic Ceresota senior apartment building in Minneapolis' Mill District filed for bankruptcy after defaulting on a bank agreement. John Lamey III, the attorney filing the bankruptcy on behalf of Ceresota Funding II President Ross Dworsky, wrote in an e-mail that the bankruptcy reorganization "filing was to preserve that business on an ongoing basis. The filing was done to stave off a foreclosure by a mortgage holder. We filed the morning of the sheriff sale." The facility's tax credit investor, MinnWest Bank, filed a motion asking a federal court to dismiss the bankruptcy case. Minn¬West Bank said it notified the managing member of Ceresota on Jan. 20 that the Ceresota project was in "material default." It also said that in March, it exercised its right to become the managing member of the project and that it never authorized any bankruptcy filing. A July 29 court hearing is scheduled. The Ceresota structure is a historic landmark located near the Stone Arch Bridge. The 11-story building started out in 1908 as the Northwestern Consolidated Milling Co. Elevator and was converted into offices in 1987. It was renovated yet again into a senior-living facility around 2015. According to court records, Ceresota's business is referred to as Millers Landing Senior Living and has about 35 senior residents and memory care patients at the site. The property's conversion to senior apartments was a coup for city officials who in 2013 pledged to foster the creation of 35 senior-living apartments across the city by 2025. The Ceresota project was one of the first market-rate senior-living facilities in the downtown riverfront area. It was joined by other projects across the city, including the five-story Abiitan Mill City assisted-living facility across the street on the corner of 5th Avenue and 2nd Street. Sue Lee, the spokesperson for Abiitan Mill City, said her company has a "commitment to downtown" and is proud of its "beautiful senior housing building. We love our location." She declined to discuss the Ceresota facility or discuss demand for senior housing in Minneapolis. But others noted that while some senior apartments focus on affordability and income restrictions, not many offer amenities geared toward the elderly in downtown. Many people aging out of apartments and condos move out of the city to live in facilities near relatives in the suburbs, said Mary Bujold, president of the market research firm Maxfield Research. "There isn't a lot of senior housing in Minneapolis, period," Bujold said. Besides Ceresota and Abiitan, the city has a smattering of senior apartments, including the Kenwood Isles Condos in Kenwood, Augustana Apartments in south Minneapolis, the Waters on West 50th Street, and others in Uptown, southwest Minneapolis and near Lake Nokomis, she said. With respect to the Ceresota building’s bankruptcy, "I think what will happen is they will reorganize, or will potentially get somebody else to buy them out," Bujold said. About Ceresota Funding II Ceresota Funding II, LLC, sought Chapter 11 protection (D. Minn. Case No. 20-41740) on July 1, 2020. The Hon. Kathleen H. Sanberg is the presiding judge. John D. Lamey III, Esq., at LAMEY LAW FIRM, P.A., is the Debtor's counsel. The Debtor was estimated to have $10 million to $50 million in assets and liabilities as of the bankruptcy filing. CHESAPEAKE ENERGY: Forshey Represents Royalty Committee Members --------------------------------------------------------------- In the Chapter 11 cases of Chesapeake Energy Corporation, et al., the law firm of Forshey Prostok LLP submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing the Official Committee of Royalty Owners. On July 24, 2020, the United States Trustee for Region 7 filed a Notice of Appointment of Committee of Royalty Owners [Docket No. 488], which formed the official Royalty Committee. The Royalty Committee consists of the following nine (9) members: B.D. Griffin, Jeff G. Snowden, Ron Carlton, Daniel A. Leis, Ryan Watts, Clark A. Beebe, Michael D. Donovan, Aaron D. Hovan, and Charles E. Schaffer. On August 10, 2020, the United States Trustee for Region 7 filed a Notice of Reconstituted Committee of Royalty Owners [Docket No. 698], which reconstituted the Royalty Committee to consist of the following seven (7) members: B.D. Griffin, Jeff G. Snowden, Ron Carlton, Daniel A. Leis, Ryan Watts, Clark A. Beebe, and Aaron D. Hovan. As of Aug. 11, 2020, the Royalty Committee members of and their disclosable economic interests are: B.D. Griffin 501 N. Thompson, Suite 300 Conroe, TX 77301 * B.D. Griffin currently owns 314 mineral acres located in Dimmit County, Texas and holds a claim against Chesapeake Energy Corporation pursuant to an oil and gas lease between Mr. Griffin and Chesapeake dated February 28, 2010, as amended from time to time. Currently, Mr. Griffin's prepetition claim is no less than $1.34 million. Mr. Griffin may also possess claims against Chesapeake for certain other relief. In addition, Mr. Griffin has claims arising from post-petition production under the Griffin Lease in an undetermined amount. Jeff G. Snowden Capex Consulting Group 3245 Main Street, Suite 235-171 Frisco, TX 75033 * Jeff G. Snowden and his family currently owns 600 mineral acres located in Dimmit County, Texas and holds a claim against Chesapeake pursuant to an oil and gas lease between Mr. Snowden and Chesapeake dated July 9, 2010, as amended from time to time. Currently, Mr. Snowden's prepetition claim is no less than $1.5 million. Mr. Snowden may also possess claims against Chesapeake for certain other relief, including a termination/release of acreage claim. In addition, Mr. Snowden has claims arising from post-petition production under the Snowden Lease in an undetermined amount. Ron Carlton CTF, Ltd. 100 Cinder Road NE Carrollton, OH 44615-9637 * Ron Carlton currently has royalty interests in more than 400 mineral acres located in Carroll County, Ohio, including more than 113 acres owned by him and his wife Judy Carlton, and more than 300 acres owned through CTF, Ltd, an entity owned by Mr. Carlton and his two brothers. Mr. and Mrs. Ron Carlton hold claims against Chesapeake pursuant to an oil and gas lease between Ronald E. Carlton and Judy L. Carlton, husband and wife, and Chesapeake Exploration, LLC dated November 28, 2011, as amended from time to time. CTF Ltd. holds claims against Chesapeake pursuant to two oil and gas leases between: (1) CTF, Ltd. by Richard A. Carlton, Member; Ronald E. Carlton, Member; and Bruce D. Carlton, Member and Ohio Buckeye Energy, LLC, dated December 9, 2010, as amended from time to time; and (2) CTF, Ltd. by Richard A. Carlton, Member; Ronald E. Carlton, Member; and Bruce D. Carlton, Member and Chesapeake Exploration, LLC, dated November 28, 2011, as amended from time to time. In addition to the claims held by CTF, Ltd. against Chesapeake, Mr. Carlton's brother Bruce Carlton and his wife own more than 40 mineral acres located in Carroll County, Ohio. They hold additional individual claims against Chesapeake pursuant to an oil and gas lease between Bruce D. Carlton and Catherine B. Carlton and Chesapeake Exploration, LLC, dated April 15, 2011. In addition to the claims held by CTF, Ltd. against Chesapeake, Mr. Carlton's brother Rick Carlton and his wife own more than 12 mineral acres located in Carroll County, Ohio. They hold additional individual claims against Chesapeake pursuant to an oil and gas lease between Richard A. Carlton and Catherine A. Carlton and Chesapeake Exploration, LLC, dated November 28, 2011. Currently, the Carltons' and CTF, Ltd.'s prepetition claim is no less than $6.5 million. The Carltons and CTF Ltd. may also possess claims against Chesapeake for certain other relief. Finally, the Carltons and CTF, Ltd. may have claims arising from post-petition production under the leases in an undetermined amount. Daniel A. Leis Union Pacific Railroad Company 1400 Douglas Street, Stop 1690 Omaha, NE 68179 * Daniel A. Leis is a corporate representative of Union Pacific Railroad Company. Union Pacific currently owns approximately 1,360 mineral acres in the Barnett Shale in North Texas and holds claims against Chesapeake pursuant to 35 oil and gas leases between Union Pacific Railroad Company and Chesapeake. Union Pacific's prepetition claim is estimated to be no less than $95,466,957.50. Union Pacific may also possess claims against Chesapeake for certain other relief. In addition, Union Pacific may have other claims arising from pre- and post- petition production under other Union Pacific Oil and Gas Leases in other basins around the United States in an undetermined amount. Ryan Watts Addax Minerals Fund, L.P. 5950 Berkshire Lane, Suite 1250 Dallas, TX 75225 * Ryan Watts is the corporate representative for the "Addax Group" of entities asserting claims against Chesapeake for underpayment of royalties pursuant to pursuant to over 6,000 oil and gas leases in the Barnett Shale. Currently, the Addax Group's prepetition claim is no less than $10,000,000. The Addax Group may also possess claims against Chesapeake for certain other relief, including claims that mineral acreage subject to the Watts Lease was released by Chesapeake. In addition, Mr. Watts has claims arising from post-petition production under the Watts Lease in an undetermined amount. Clark A. Beebe 2092 Lakeside Drive West P.O. Box 194 Highland Lakes, NJ 07422 * Clark A. Beebe currently owns a total of 411 mineral acres located in Bradford County, Pennsylvania, including 333 acres owned by him individually, and 78 acres owned by him and his wife, Donna L. Beebe, as co-trustee of the Beebe Living Trust, dated June 26, 2010, and holds claims against Chesapeake pursuant to two oil and gas leases, one between M. Beebe individually and Chesapeake, dated February 18, 2006, and one between the Beebe Living Trust and Chesapeake, also dated February 18, 2006, both as amended from time to time. Currently, Mr. Beebe's prepetition claim is no less than $600,000. Mr. Beebe may also possess claims against Chesapeake for certain other relief. In addition, Mr. Beebe has claims arising from post- petition production under the Beebe Lease in an undetermined amount. Aaron D. Hovan 154 Warren Street P.O. Box 336 Tunkhannock, PA 18657 * Mr. Hovan currently owns approximately thirty-five (35) net mineral acres which are currently leased to Chesapeake. These acres are located in Northeast Pennsylvania, including ten (10) acres owned by Mr. Hovan, individually, and approximately twenty-five (25) net mineral acres owned but not controlled by Mr. Hovan as a non- controlling limited partner in two limited partnerships. Mr. Hovan hold claims against Chesapeake pursuant to the certain Paid Up Oil and Gas Lease dated June 28, 2008 between Lynn Zoller and Chesapeake Appalachia, LLC, as amended from time to time. Mr. Hovan purchased twenty-five percent (25%) of the Hovan Lease from Lynn Zoller on August 30th, 2013. Mr. Hovan does not control the two limited partnerships that own the other leases described above. Currently, Mr. Hovan holds a prepetition claim in an unliquidated amount. Mr. Hovan may also possess claims against Chesapeake for certain other relief. In addition, Mr. Hovan has claims arising from post-petition production under the Hovan Lease in an undetermined amount. Mr. Hovan, and his co-counsel Ira Richards, are counsel to Lillian Sarnosky, objector in the action captioned Demchak Partners Limited Partnership v. Chesapeake Appalachia, L.L.C., No. 3:13-cv-02289-MEM (M.D. Pa.). Mrs. Sarnosky owns approximately 3 net oil and gas acres. Mrs. Sarnosky holds claims against Chesapeake pursuant to her lease with Chesapeake dated November 9, 2009. Mrs. Sarnosky holds claims against Chesapeake for underpaid royalties, wrongfully taken deductions, and for violations of mutual benefit covenant. Mrs. Sarnosky especially complains about Chesapeake's practice of paying "negative royalties," that is producing gas from Mrs. Sarnosky's leasehold and not paying her any royalties for particular months. Mrs. Sarnosky's objection seeks to protect class interests worth tens of millions of dollars. Mr. Hovan, and his co-counsel, Ira Richards, are also counsel to the Tyler Family LP and their general partners Tim and Brian Tyler, who are putative class plaintiffs in the action against Debtor captioned Tyler v. Chesapeake Appalachia, L.L.C., 3:16- cv-00456-MEM (M.D. Pa.). The Tylers own over 400 net oil and gas acres. The Tylers hold claims against Chesapeake pursuant to their leases with Chesapeake dated January 2, 2008. The Tylers hold claims against Chesapeake for underpaid royalties, wrongfully taken deductions, and for violations of mutual benefit covenant. The Tyler's individual claims are in excess of $1,000,0000. The claims of the putative Tyler class are worth in excess of $100,000,000. Finally, Mr. Hovan, and his co-counsel, Ira Richards, are counsel to a group of landowners in the litigation captioned Chambers v. Chesapeake Appalachia L.L.C., 3:18-cv- 00437-ARC (M.D.Pa.). The landowners allege royalty underpayment due to wrongfully taken deductions, and violation of well-spacing claims. The claims are worth more than $1,000,000. Mr. Hovan also represents multiple royalty owners and landowners with ongoing business with various debtors. These matters include real estate sales, lease negotiations, and other matters involving Chesapeake as part of the general ongoing business of the Debtors. Proposed Counsel for the Official Committee of Royalty Owners can be reached at: J. Robert Forshey, Esq. Jeff P. Prostok, Esq. Suzanne K. Rosen, Esq. FORSHEY PROSTOK LLP 777 Main St., Suite 1550 Fort Worth, TX 76102 Telephone: (817) 877-8855 Facsimile: (817) 877-4151 Email: bforshey@forsheyprostok.com jprostok@forsheyprostok.com srosen@forsheyprostok.com - and - Deirdre C. Brown, Esq. FORSHEY PROSTOK, LLP 1990 Post Oak Blvd., Suite 2400 Houston, TX 77056 Telephone: (832) 536-6910 Facsimile: (832) 310-1172 Email: dbrown@forsheyprostok.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/YvmtV4 About Chesapeake Energy Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. Chesapeake Energy reported a net loss of $308 million for the year ended Dec. 31, 2019. As of Dec. 31, 2019, the company had $16.19 billion in total assets, $2.39 billion in total current liabilities, $9.40 billion in total long-term liabilities, and $4.40 billion in total equity. Chesapeake Energy and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33233) on June 28, 2020, after reaching terms of a Chapter 11 plan of reorganization to eliminate approximately $7 billion of debt. The Debtors tapped Kirkland & Ellis LLP as legal counsel; Alvarez & Marsal as restructuring advisor; Rothschild & Co and Intrepid Financial Partners as financial advisors; and Reevemark as communications advisor. Epiq Global is the claims agent, maintaining the page http://www.chk.com/restructuring-information. Wachtell, Lipton, Rosen & Katz serves as legal counsel to Chesapeake Energy's Board of Directors. MUFG Union Bank, N.A., the DIP facility agent and exit facilities agent, has tapped Sidley Austin LLP as legal counsel; RPA Advisors, LLC as financial advisor; and Houlihan Lokey Capital, Inc. as investment banker. Davis Polk & Wardell LLP and Vinson & Elkins L.L.P. serve as legal counsel to an ad hoc group of first lien last out term loan lenders while Perella Weinberg Partners and Tudor, Pickering, Holt & Co. serve as the group's investment bankers. Franklin Advisers, Inc., has tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel; FTI Consulting, Inc. as financial advisor; and Moelis & Company LLC as investment banker. CINEMARK HOLDINGS: S&P Cuts ICR to 'B+'; Ratings on Watch Negative ------------------------------------------------------------------ S&P Global Ratings lowered its long-term issuer credit rating on U.S. and Latin-American theater operator Cinemark Holdings Inc. to 'B+' from 'BB-' and maintained all of its ratings on CreditWatch, where it placed them with negative implications on March 16, 2020. S&P expects a prolonged effect on theater attendance will cause leverage to remain above 4x through 2021 and potentially beyond. Although Cinemark plans to open its U.S. theaters in August, considerable risk and uncertainty related to this timeline remain. Studios may continue to delay films if the coronavirus pandemic does not show any signs of abating by the end of the month. "Furthermore, we expect a slow return to regular box office attendance once theaters are open due to consumers' health and safety concerns. We expect the box office will rebound in 2021 due to an attractive film slate and pent-up demand for out-of-home activities, but the pace of the recovery is unclear," S&P said. Although studios will have a backlog of films to release, consumers' discomfort with attending public events may take longer to overcome. Attendance will not return close to 2019 levels until a vaccine or treatment has been developed and social distancing is no longer required. S&P now expects leverage to remain above 4x through year-end 2021 and cash flow will remain thin after factoring in deferred lease payments. S&P expects Cinemark will have more than sufficient liquidity to fund its theaters while closed and through a slow ramp-up to normalized attendance. Cinemark has $571 million of cash on hand as of June 30, 2020, and its cash burn while closed is roughly $50 million per month. Additionally, its cash burn is less dependent on lease deferrals than that of peers due to its lower lease expense as a percent of revenue and its ability to utilize abatement and percentage rent features that already existed in its leases, especially in Latin America. Cinemark was able to reduce its lease expense by 27% in the second quarter and deferred $40 million of the remaining $65 million. These lower lease expenses and deferred liabilities will benefit Cinemark relative to its peers and allow the company to achieve theater-level profitability at a lower attendance level. Cinemark currently has enough cash to remain closed for up to another 12 months. However, S&P expects attendance to slowly return to normal once theaters re-open, upon which it will continue to burn cash, but at a much lower rate. S&P forecasts it could take three-to-four months after reopening for the company to reach neutral cash flow. Therefore the company's cash runway could be threatened if it does not open in the next six-to-nine months. That said, this timeline provides considerable cushion as the company plans to begin re-opening on Aug. 21, 2020. Disney shifting Mulan to Premium Video On Demand (PVOD) is a greater risk to exhibitors than Cinemark's key peer AMC Entertainment Holding Inc.'s new PVOD deal with Universal Studios. AMC recently announced a multi-year deal with Universal to allow films to move to PVOD after only a 17-day window. In exchange, AMC will participate in PVOD rental fees. Although S&P views PVOD as an increasing threat to theaters, the effect of the AMC-Universal deal will be minor unless other large exhibitors, such as Cinemark, 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, since 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. Cinemark has publicly stated that it is open to negotiating the length of film windows but S&P thinks it is unlikely that it would agree to similar terms as AMC's deal with Universal. 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, which 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 the company 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 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) factors relevant to the rating action: -- Health and safety S&P intends to resolve the CreditWatch placement when Cinemark's theaters open, or if there is an update to the re-opening plan, and the rating agency is able to evaluate attendance and revenue levels over the rest of 2020. S&P could lower the rating under any of the following scenarios: -- If a resurgence in the coronavirus pandemic causes significant delays in film release schedules to the point that S&P doesn't expect domestic theaters to open in the third quarter. -- If theaters re-open, but attendance remains substantially below 2019 levels for an extended period and S&P expects the company will burn a substantial portion of its cash balance and operate with leverage sustained above 5x. -- If more studios experiment with PVOD, such that S&P believes they intend to use PVOD as a permanent distribution model for tent-pole films and it thinks the competitive position of theaters has considerably weakened. "We could affirm the 'B+' long-term issuer credit rating and revise the outlook to stable if Cinemark opens its theaters in the third quarter and we see signs that attendance will ramp-up to at least 50% of normal volume in the first two-to-three months. Revising the outlook to stable would also likely require our view that no additional large tent-pole films will shift to PVOD over the next 12 months," S&P said. CLEAN ENERGY: Fruci & Associates II Raises Going Concern Doubt -------------------------------------------------------------- Clean Energy Technologies, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $2,555,983 on $1,610,008 of sales for the year ended Dec. 31, 2019, compared to a net loss of $2,810,017 on $1,331,171 of sales for the year ended in 2018. The audit report of Fruci & Associates II, PLLC states that the Company has a significant accumulated deficit, net losses, and negative working capital and has utilized significant net cash in operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2019, showed total assets of $4,307,223, total liabilities of $9,559,701, and a total stockholders' deficit of $5,252,478. A copy of the Form 10-K is available at: https://is.gd/awq7aJ Clean Energy Technologies, Inc. designs, builds, and markets clean energy products focused on energy efficiency. The company's principal product is the Clean Cycle, a generator that captures waste heat from various sources and turns it into electricity. It also offers a range of electrical, mechanical, and software engineering services; electronics manufacturing services; and supply chain management services. The company was formerly known as Probe Manufacturing, Inc. and changed its name to Clean Energy Technologies, Inc. in November 2015. Clean Energy Technologies, Inc. was founded in 1993 and is headquartered in Costa Mesa, California. CLEARWATER PAPER: S&P Rates $275MM Senior Unsecured Notes 'BB-' --------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level and '4' recovery ratings to Clearwater Paper Corp.'s proposed $275 million senior unsecured notes. The '4' recovery rating reflects its expectation of average (30%-50%, rounded estimate: 30%) recovery in the event of default. The company will use the net proceeds from this offering to fully redeem its existing $275 million senior unsecured notes due 2023. S&P views the proposed transaction as credit neutral. 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. Clearwater Paper Corp. produces and sells private-label tissue and bleached paperboard products. It operates in two segments: consumer products and pulp and paperboard. The consumer products segment manufactures and sells a line of at-home tissue products, such as bathroom tissue, paper towels, facial tissues, and napkins; recycled fiber value-grade products; and away-from-home products, such as conventional one- and two-ply bath tissue, two-ply paper towels, hard wound towels, and dispenser napkins. It sells its products to retailers and wholesale distributors, including grocery, drug, and discount stores, as well as mass merchants. The pulp and paperboard segment provides bleached paperboard, folding cartons, liquid packaging, cups, plates, blister and carded packaging, top sheet, and commercial printing items, as well as hardwood and softwood pulp. CORDOVACANN CORP: Has CAD23,000 Net Loss for March 31 Quarter ------------------------------------------------------------- CordovaCann Corp. (formerly LiveReel Media Corporation) filed its Form 6-K, disclosing a net loss of CAD22,910 on CAD0 of revenue for the three months ended March 31, 2020, compared to a net loss of CAD1,273,321 on CAD0 of revenue for the same period in 2019. At March 31, 2020, the Company had total assets of CAD4,992,496, total liabilities of CAD6,442,660, and CAD1,450,164 in total shareholders' deficit. There is substantial doubt about the Company's ability to continue as a going concern as the Company incurred a comprehensive loss of CAD2,070,145 (March 31, 2019 – CAD3,714,920) during the nine months ended March 31, 2020 and has a total accumulated deficit of CAD21,559,905 (June 30, 2019 – CAD19,570,801) as at March 31, 2020. The Company's ability to continue as a going concern is dependent upon its ability to access sufficient capital until it has profitable operations and raises a material concern. To this point, all operational activities and overhead costs have been funded through equity issuances, debt issuances and related party advances. A copy of the Form 6-K is available at: https://is.gd/8XOWQP CordovaCann Corp. (formerly LiveReel Media Corporation) CordovaCann Corp., a cannabis-focused consumer products company, primarily provides services and investment capital to the processing and production vertical markets of the cannabis industry. The company was formerly known as LiveReel Media Corporation and changed its name to CordovaCann Corp. in January 2018. CordovaCann Corp. was founded in 1997 and is headquartered in Toronto, Canada. COVANTA HOLDING: S&P Rates New 2020A, 2020B Tax-Exempt Notes 'B' ---------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '5' recovery rating to Covanta Holding Corp.'s proposed $39.4 million series 2020A and $90 million series 2020B tax-exempt notes. The '5' recovery rating indicated its expectation for modest (10%-30%; rounded estimate: 15%) recovery in the event of a default. The company plans to use the proceeds from these notes to repay its existing notes due 2043 and 2045 in a debt-for-debt refinancing. At the same time, S&Pe raised its issue-level rating on Covanta's existing unsecured debt to 'B' from 'B-' and revised the recovery rating to '5' from '6'. The proposed notes will be pari passu with the company's existing rated debt and will replace notes that currently have an upstream guarantee from Covanta Energy LLC. Because all of Covanta's debt will now be equal in rank, there is more value available for the unsecured lenders in the event of a default. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario contemplates a default occurring in 2024 due to a decline in Covanta's EBITDA such that it becomes insufficient to cover the company's consolidated fixed charges and debt maturities. S&P assumes a decline due to higher-than-expected operating costs, lower power prices and tip fees, an inability to renew existing contracts on acceptable terms, and poor operating results from domestic and international assets. -- S&P believes that Covanta's underlying business would continue to have considerable value and expect that the company would reemerge from bankruptcy with $283 million of EBITDA. Simulated default assumptions -- Year of default: 2024 -- Implied enterprise value multiple: 6.5x -- S&P assumes the $900 million revolver is 85% drawn Simplified waterfall -- Gross enterprise value: $1.84 billion -- Net enterprise value (after 5% administrative costs): $1.75 billion -- Priority claims: $283 million -- Value available to senior secured debt: $1.47 billion -- Pro forma Covanta Energy senior secured debt claims: $1.15 billion -- Value available to senior unsecured debt: $319 million -- Pro forma Covanta Holding senior unsecured debt claims: $1.74 billion -- Recovery expectations: 10%-30% (rounded estimate: 15%) Note: All debt amounts include six months of prepetition interest. COVIA HOLDINGS: Hires Jackson Walker as Legal Counsel ----------------------------------------------------- Covia Holdings Corporation and its affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Jackson Walker LLP. Jackson Walker will serve as co-counsel with Kirkland & Ellis LLP and Kirkland & Ellis International LLP, the other law firms tapped to handle Debtors' Chapter 11 cases. The firm will also handle matters where Kirkland & Ellis cannot represent Debtors due to a conflict of interest. The firm's services will be provided mainly by Matthew Cavenaugh, Esq., who will be paid at the rate of $750 per hour. The rates for other restructuring attorneys range from $445 to $895 an hour while paraprofessional rates range from $175 to $185 an hour. Debtors paid the firm a retainer in the amount of $148,076. Jackson Walker is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Matthew D. Cavenaugh, Esq. Jackson Walker LLP 1401 McKinney St., Suite 1900 Houston, TX 77010 Phone: (713) 752-4284 Email: mcavenaugh@jw.com Covia Holdings Corporation Independence, Ohio-based Covia Holdings Corporation provides diversified mineral-based and material solutions for the energy and industrial markets. It produces a specialized range of industrial materials for use in the glass, ceramics, coatings, foundry, polymers, construction, water filtration, sports and recreation, and oil and gas markets. Visit http://www.coviacorp.comfor more information. Covia Holdings and its affiliates filed Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No. 20-33295) on June 29, 2020. At the time of the filing, Debtors disclosed $2,504,740,814 in assets and $1,903,952,839 in liabilities. Judge Marvin Isgur presides over the cases. Debtors have tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as legal counsel; Jackson Walker, LLP as co-counsel; Kobre & Kim, LLP as special litigation counsel; PJT Partners, LP as investment banker; Alipartners, LLP as financial advisor; and Prime Clerk, LLC as claims and noticing agent. The Office of the U.S. Trustee appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. CRESTVIEW HOSPITALITY: Case Summary & 6 Unsecured Creditors ----------------------------------------------------------- Debtor: Crestview Hospitality LLC 900 Southcrest Drive Crestview, FL 32536 Business Description: Crestview Hospitality is the owner of fee simple title to a 75-room comfort inn & suites hotel, having an appraised value of $4.10 million. Chapter 11 Petition Date: August 12, 2020 Court: United States Bankruptcy Court Northern District of Florida Case No.: 20-30704 Debtor's Counsel: J. Steven Ford, Esq. WILSON, HARRELL, FARRINGTON, FORD, ET AL 107 S. Palafox Street Pensacola, FL 32502 Tel: 850-438-1111 Email: jsf@whsf-law.com; amanda@whsf-law.com Total Assets: $4,939,804 Total Liabilities: $3,790,327 The petition was signed by Martha S. Colbert, manager. A copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at PacerMonitor.com at: https://tinyurl.com/yxpj8p2y CWGS ENTERPRISES: Moody's Upgrades CFR to B2, Outlook Stable ------------------------------------------------------------ Moody's Investors Service upgraded ratings of CWGS Enterprises, LLC, including the Corporate Family rating, which was upgraded to B2 from B3, and the speculative grade liquidity rating was upgraded to SGL-2 from SGL-3. The outlook was changed to stable from negative. "Today's rating action reflects the rebound in Camping World's operating performance as RV demand recovered dramatically from the late-March, early-April softness, with the result, the company posted operating income growth of over 100%, which in turn reduced leverage below 5 times and improved interest coverage to around 2 times," stated Moody's Vice President Charlie O'Shea. "Liquidity is good, with cash of $228 million and floorplan offset availability of $217 million at the end of Q2, and Moody's expects these favorable trends in operating performance to continue in the remainder of 2020," continued O'Shea. "That said, Moody's believes more normalized consumer spending patterns will return in 2021 which may result in lower demand trends for RVs. However, there is cushion at the current quantitative profile to withstand a reasonable level of stress." Upgrades: Issuer: CWGS Enterprises, LLC Probability of Default Rating, Upgraded to B2-PD from B3-PD Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Corporate Family Rating, Upgraded to B2 from B3 Senior Secured Bank Credit Facility, Upgraded to B2 (LGD4) from B3 (LGD4) Outlook Actions: Issuer: CWGS Enterprises, LLC Outlook, Changed to Stable from Negative RATINGS RATIONALE Camping World's B2 rating considers its improved quantitative credit profile, industry fundamentals that rebounded quickly from pandemic-related softness, its leading market position within the recreational vehicle segment, its flexible business model that provides multiple sources of revenue, with retail sales, membership sales, and parts and accessories through its dealership and retail networks, as well as the risks inherent with its acquisition-based growth strategy. The rating is also supported by Camping World's good liquidity supported by its $228 million cash balance and floorplan availability of $217 million, with meaningful maturities long-dated. The stable outlook reflects Moody's view that the recent improvement is largely sustainable and that Camping World will be able to maintain credit metrics in line with its ratings when more normalized consumer demand returns. The stable outlook also reflects that the company has flexibility surrounding its mix between new and used vehicles, as well as the fairly predictable profit streams from Good Sam such that it can limit the potential downsides that could result from a potentially lingering demand "shock." FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be downgraded if, due to either weakness in operating performance or financial policy decisions, debt/EBITDA rose above 6.5 times or EBITA/interest falls below 2 times, or if liquidity were to weaken. Ratings could be upgraded if operating performance continues to improve such that debt/EBITDA was maintained around 4.5x times and EBIT/interest was sustained above 2.5 times, and good liquidity was maintained. The principal methodology used in these ratings was Retail Industry published in May 2018. CWGS Enterprises, LLC operates businesses predominantly involved in the recreational vehicle industry including: (1) FreedomRoads RV dealerships, which sells new and used RVs, parts, and services under the Camping World brand name (2) Membership Services, including Good Sam, which sells club membership, products, services and publications to RV owners, and (3) Retail, which includes Camping World retail stores that provide merchandise and services to RV users, as well as Gander Mountain stores. Fiscal year-end 2019 revenues were around $4.9 billion. DALLAS TRADING: Bank of the West Objects to Disclosure Statement ---------------------------------------------------------------- Secured creditor Bank of the West objects to the Disclosure Statement of Debtor Dallas Trading Enterprises, Inc. Bank of the West asserts that: * The Disclosure Statement should explain how the Debtor calculates what it believes is owing. Also, the Disclosure Statement should address the impact on the Plan and the treatment of Bank of the West if its claim is allowed as filed. * The Disclosure Statement provides Bank of the West was granted an allowed secured claim in the amount of $310,000 in the Debtor's prior bankruptcy case. The correct amount was $381,680. * The Disclosure Statement provides a value of $350,000 for the Debtor's real property. The Debtor should disclose the basis for its valuation. * Bank of the West will show the Debtor was also not able to make the required payments on the restructured debt. The Disclosure Statement should explain whether the Debtor intends to take action to improve its income or reduce its expenses. A full-text copy of Bank of the West's objection dated July 14, 2020, is available at https://tinyurl.com/y4ns5tpu from PacerMonitor at no charge. Attorneys for Bank of the West: KEMP SMITH LLP P.O. Box 2800 El Paso, Texas 79999-2800 Tel: 915.533.4424 Fax: 915.546.5360 About Dallas Trading Enterprises Dallas Trading Enterprises, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 20-60209) on March 23, 2020. At the time of the filing, the Debtor was estimated to have assets of between $100,001 and $500,000 and liabilities of the same range. Judge Ronald B. King oversees the case. The Debtor tapped Eric A. Liepins, P.C., as its legal counsel. DREAM BIG: McDonald's Offers $5M for Substantially All Assets ------------------------------------------------------------- Dream Big Restaurants, LLC, asks the U.S. Bankruptcy Court for the District of South Carolina to authorize the sale of substantially all of its assets to McDonald's for $5 million. The Debtor operates seven McDonald's franchises in Greenville and Greer, South Carolina from land leased from McDonald's. It employs approximately 284 people at these locations. The franchise agreement for store no. 1167 in Greenville, South Carolina, which employs approximately 40 people, expired in May 2020 and has been subsequently extended on a short-term basis by agreement of the parties in order to effectuate a sale of the location as an operating McDonald's franchise. There is no guaranty that further extensions will be granted by McDonald's. The deadline to assume or reject the operator's leases from McDonald's has also been extended several times to accommodate a reorganization or sale of the franchises and is set to expire on July 31, 2020. There is no guaranty that McDonald's will authorize further extension of the deadline to assume or reject the operating leases. Furthermore, the coronavirus pandemic has had a negative effect on the Debtor's operations. The Debtor has experienced an overall 16.38% decline in sales and generated losses during April and May 2020. It is concerned that it may encounter a liquidity crisis in the increasingly likely event that the coronavirus pandemic continues. In order to maximize the value of its assets, the Debtor marketed its assets to third parties both prior to and after the Petition Date. None of the prepetition communications evolved beyond mere discussions. None of the Debtor's post-petition communications with any potential suitors resulted in a purchase offer. Despite Debtor's marketing efforts, McDonald's made the only offer to purchase the restaurants received by the Debtor. After thorough and detailed negotiations, McDonald's has offered to purchase the seven remaining restaurants as going concerns (exclusive of cash and accounts receivable) in exchange for $5 million plus waiver of approximately $1.1 million in pre-petition unsecured claims and a portion of amounts it claims are due from the post-petition period. The transaction will include a broad mutual release of McDonald's from the Debtor and its principals and abroad release of the Debtor and its principals by McDonald's. McDonald's valued the Debtor's restaurants using a discounted cash flow method less anticipated capital expenses at $2.77 million. It is the Debtor's understanding that McDonald's franchises generally trade in the marketplace as going concerns, on a store-by-store basis, at a multiple of five times trailing 12 months’ earnings before interest tax depreciation and amortization less anticipated capital improvements. The Debtor estimates that the value of the seven remaining franchises under this valuation methodology to be approximately $2.83 million. The Debtor attributes the increase in value over and above the seven restaurants' $2.77 million going concern value to the Release. The sale of the seven remaining restaurants as going concerns to McDonald's provides the highest and best value for the Debtor's assets under the circumstances. Upon information and belief, the Bank has expressed its intention to credit bid to McDonald's. The Debtor filed a Second Amended Combined Plan of Liquidation and Disclosure Statement that contemplates a sale of the franchises to McDonald's consistent with the sale proposed in the Sale Motion. The Sale Motion is filed in the alternative and will be withdrawn if the Plan is confirmed. Through the Sale Motion, the Debtor asks that the Court enters an order (i) authorizing the sale of substantially all of its assets to McDonald's, free and clear of all liens, claims, interests, and encumbrances, with such liens, claims, interest, and encumbrances transferring to the proceeds of the sale; and (2) granting such other relief as is just and equitable. Finally, the Debtor asks that the proposed sale be permitted to conclude immediately following entry of any order of the Court approving the sale. In particular, the offer from McDonald's of $5 million for the Debtor's assets is the highest and best offer the Debtor received. Additionally, assuring that the sale closes promptly, it will maximize value to be distributed. Therefore, the Debtor believes that cause exists for modification of the time periods set forth in FRBP 6004(h) and 6006(d). A copy of the Agreement is available at https://tinyurl.com/yd498kwq from PacerMonitor.com free of charge. About Dream Big Restaurants Dream Big Restaurants LLC operates McDonald's restaurant franchises at eight locations in Greenville and Greer, S.C. Dream Big Restaurants sought Chapter 11 protection (Bankr. D.S.C. Case No. 19-05090) on Sept. 27, 2019, in Spartanburg, S.C. In the petition signed by Phillip K. Wilkins, authorized member, the Debtor was estimated to have assets at $1 million to $10 million and liabilities at $10 million to $50 million. Judge Helen E. Burris oversees the case. The Debtor tapped Schafer and Weiner, PLLC as its general bankruptcy counsel, and Skinner Law Firm, LLC as its local counsel. EARTH FARE: Buyer Restart Operations at 3 Stores ------------------------------------------------ Grocery Dive reports that supermarket chain Earth Fare is back in operations after being purchased by group of investors. A group of investors that purchased four Earth Fare supermarkets in a bankruptcy auction earlier this year plans to open a new store in Christiansburg, Virginia, early next year, according to a press release sent to Grocery Dive. The new location is in addition to three Earth Fare stores recently opened in Asheville and Boone, North Carolina, and Roanoke, Virginia, where three of the four locations it bought at the auction were located. The ownership group, helmed by Randy Talley, a co-founder of the original Earth Fare, also acquired a store in Athens, Georgia, during the bankruptcy auction. The Christiansburg Earth Fare store, which will anchor a redeveloped shopping center, will feature a new design but hold onto touches that helped the former Earth Fare chain build a following among devotees of the natural foods the brand became known for, such as a "Boot List" of banned ingredients, according to the press release. Earth Fare's reemergence continues a fast-paced saga that has seen the natural foods brand's fortunes rise and fall amid an unforgiving and highly competitive retail environment. The announcement by the grocer's new backers that they are building a store with a refreshed design comes just a few months after the former owners of the supermarket chain called it quits under an insurmountable debt load brought on by what industry experts said was an overly aggressive effort to expand. In the announcement, Earth Fare said the new store will retain some of the most popular elements of the former chain. This includes healthy foods made by a "healthy lifestyle chef," natural meats and products that adhere to a strict list of natural ingredients. The focus is on crafting an inviting atmosphere that also clearly distinguishes the store as a health destination. "We don't want to look or feel like a big-box warehouse retailer, but more an extension of your home," Talley said in a statement. The new store will anchor a development that includes tenants like Chipotle, Orangetheory Fitness and Starbucks. News that the grocer planned to cease operations came just a year after the company opened its 50th store and said it would open 50 more locations by 2024. Instead of embarking on that path, the company said Feb. 3 that it would close all of its locations and look to sell off its assets. The next day, Earth Fare entered Chapter 11 bankruptcy proceedings, setting off the process that led Talley and his partners to launch their bid to resuscitate the brand. Talley, along with partners including Asheville businessman Dennis Hulsing, bid $1.9 million for the four Earth Fare stores it acquired in the bankruptcy auction. Other Earth Fare locations went to Whole Foods, Winn-Dixie and Aldi. The original Earth Fare enterprise, which came to life in North Carolina in 1975 as a health-food store and took on the Earth Fare name in 1994, attracted customers through a community-minded approach to selling natural and organic foods. The company was purchased in 2006 by a private equity firm, Monitor Clipper Partners, which sold control of the grocer to Oak Hill Capital Partners in 2012. Under Oak Hill, Earth Fare pressed ahead with its ill-fated expansion plan. The former Earth Fare's demise coincided with the bankruptcies of Lucky's Market and Fairway Market, which also ran into trouble as they tried to grow. Lucky's couldn't hold its own when it tried to enter new markets after thriving in Colorado, and Fairway Market ran into trouble when it sought to export its urban-centric concept from New York City to the region's suburbs. About Earth Fare Founded in 1975 in Asheville, N.C., Earth Fare, Inc. -- http://www.earthfare.com/-- is a natural and organic food retailer with locations across 10 states. It offers groceries and wellness and beauty products. Earth Fare and its affiliate, EF Investment Holdings, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-10256) on Feb. 4, 2020. At the time of the filing, the Debtors each disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Karen B. Owens oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; FTI Consulting, Inc. as financial and restructuring advisor; and Epiq Corporate Restructuring, LLC as claims, solicitation and balloting agent. Malfitano Advisors, LLC provides disposition advisory services to the Debtors. The U.S. Trustee for Region 3 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Earth Fare, Inc. and EF Investment Holdings, Inc. The Committee retained Pachulski Stang Ziehl & Jones LLP, as counsel,and Alvarez & Marsal North America, LLC, as financial advisor. ELK PETROLEUM: Liquidation Plan Confirmed by Bankruptcy Court ------------------------------------------------------------- Daniel Gill, writing for Bloomberg News, reports that the bankruptcy court has confirmed the liquidation plan of Elk Petroleum. Elk Petroleum Inc.'s Chapter 11 case is nearing its end with a Delaware bankruptcy judge's conditional approval of its liquidation plan. Judge Laurie S. Silverstein of the U.S. Bankruptcy Court for the District of Delaware said she'd confirm the plan once the oil and gas company submits a few promised changes to the proposed approval order. Under the plan, whatever assets remain after Elk Petroleum's asset sales, which took place earlier in the case, will be transferred to a liquidation trust, along with possible claims to claw back transfers made prior to the bankruptcy filing. About Elk Petroleum Elk Petroleum Inc. -- https://www.elkpet.com/ -- is an oil and gas company specializing in enhanced oil recovery (EOR). Elk Petroleum and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11157) on May 22, 2019. At the time of the filing, Elk Petroleum estimated assets of between $1 million and $10 million and liabilities of less than $50,000. The petition was signed by Scott M. Pinsonnault, chief restructuring officer. The Debtors tapped Norton Rose Fulbright US LLP and Womble Bond Dickinson (US) LLP as legal counsel; Ankura Consulting Group, LLC, as restructuring advisor; Seaport Global Securities LLC as investment banker; Opportune LLP as valuation analysis provider; and Bankruptcy Management Solutions, Inc., as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, appointed a committee of preferred equity security holders on June 19, 2019. The equity committee tapped Morris, Nichols, Arsht & Tunnell LLP as its legal counsel, and Teneo Capital Llc as its financial advisor and investment banker. No official committee of unsecured creditors has been appointed in the Debtors' cases. FERRELLGAS LP: $500-Mil. Unsecured Notes Cast Going Concern Doubt ----------------------------------------------------------------- Ferrellgas, L.P. filed its quarterly report on Form 10-Q, disclosing a net loss of $7,720,000 on $412,130,000 of total revenues for the three months ended April 30, 2020, compared to a net earnings of $29,554,000 on $479,625,000 of total revenues for the same period in 2019. At April 30, 2020, the Company had total assets of $1,720,281,000, total liabilities of $2,508,524,000, and $788,243,000 in total partners' deficit. Ferrellgas Partners has $357.0 million in unsecured notes due June 15, 2020 that are classified as current in its condensed consolidated financial statements. Ferrellgas Partners' ability to restructure, refinance or otherwise satisfy these notes is directly impacted by the cash flows of Ferrellgas, L.P. The ability of Ferrellgas Partners to restructure or refinance these notes is uncertain considering the level of other outstanding indebtedness. Additionally, Ferrellgas, L.P. has $500.0 million in unsecured notes due May 1, 2021, which will be reclassified from long-term to current during the fourth quarter of fiscal 2020. Given these concerns, Ferrellgas, L.P., believes there is substantial doubt about the entity's ability to continue as a going concern. Ferrellgas has engaged Moelis & Company LLC as its financial advisor and the law firm of Squire Patton Boggs LLP to assist with its ongoing process to address its upcoming debt maturities. The outcome of Ferrellgas' debt reduction strategy continues to remain uncertain. A copy of the Form 10-Q is available at: https://is.gd/DFIPZe Ferrellgas, L.P. engages in the retail distribution of propane and related equipment sales. Ferrellgas Partners, L.P., a publicly traded limited partnership, holds an approximate 99% limited partner interest in, and consolidates, Ferrellgas, L.P. The Company is headquartered in Overland Park, Kansas. FERRELLGAS PARTNERS: Debt Maturities Cast Going Concern Doubt ------------------------------------------------------------- Ferrellgas Partners, L.P., filed its quarterly report on Form 10-Q, disclosing a net loss of $15,471,000 on $412,130,000 of total revenues for the three months ended April 30, 2020, compared to a net earnings of $20,760,000 on $479,625,000 of total revenues for the same period in 2019. At April 30, 2020, the Company had total assets of $1,720,339,000, total liabilities of $2,877,156,000, and $1,156,817,000 in total partners' deficit. Ferrellgas Partners has $357.0 million in unsecured notes due June 15, 2020 that are classified as current in the condensed consolidated financial statements. The ability of Ferrellgas Partners to restructure, refinance or otherwise satisfy these notes is uncertain considering the level of other outstanding indebtedness. Given these concerns, Ferrellgas Partners believes there is substantial doubt about the entity's ability to continue as a going concern. Ferrellgas has engaged Moelis & Company LLC as its financial advisor and the law firm of Squire Patton Boggs LLP to assist in the Company's ongoing process to address its upcoming debt maturities. The outcome of Ferrellgas' debt reduction strategy continues to remain uncertain. A copy of the Form 10-Q is available at: https://is.gd/DFIPZe Ferrellgas Partners, L.P. distributes and sells propane and related equipment and supplies. The company transports propane to propane distribution locations, tanks on customers' premises, or to portable propane tanks delivered to retailers. Ferrellgas Partners, L.P. was founded in 1939 and is headquartered in Overland Park, Kansas. FIELDWOOD ENERGY: Clark Hill Represents Zurich American, 2 Others ----------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Clark Hill Strasburger submitted a verified statement to disclose that it is representing Zurich American Insurance Company, Seitel Data, Ltd. and Martin Energy Services, LLC in the Chapter 11 cases of Fieldwood Energy, LLC, et al. As of Aug. 12, 2020, each creditor and their disclosable economic interests are: Zurich American Insurance Company P O Box 968038 Schaumburg, Illinois 60196 * Surety Bonds * Prinicipal amount of Claim: $300,000,000.00 Martin Energy Services, LLC Three Riverway, Suite 400 Houston, TX 77056 * Provided fuels, lubricants and other services * Prinicipal amount of Claim: $138,932.73 Seitel Data, Ltd. 10811 S. Westview Circle Dr. #100, Building C Houston, TX 77043 * Seismic data technology Clark Hill reserves the right to amend this Verified Statement as necessary. Counsel for Zurich American Insurance Company, Seitel Data, Ltd. and Martin Energy Services, LLC can be reached at: CLARK HILL STRASBURGER Duane J. Brescia, Esq. 720 Brazos, Suite 700 Austin, TX 78701 Tel: 512.499.3600 Fax: 512.499.3660 Email: dbrescia@clarkhill.com Robert P. Franke, Esq. Audrey Hornisher, Esq. 901 Main St., Suite 6000 Dallas, TX 75202 Tel: 214.651.4300 Fax: 214.651.4330 Email: bfranke@clarkhill.com ahornisher@clarkhill.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/n7rsOs 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 was estimated to have $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. FIELDWOOD ENERGY: Davis Polk, Haynes Represent Secured Lender Group ------------------------------------------------------------------- In the Chapter 11 cases of Fieldwood Energy LLC, et al., the law firms of Davis Polk & Wardwell LLP and Haynes and Boone, LLP submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that they are representing the Ad Hoc Group of Secured Lenders. The Ad Hoc Group of Secured Lenders formed by certain lenders under (i) that certain Amended and Restated First Lien Term Loan Agreement, dated as of April 11, 2018, among Fieldwood Energy Inc., Fieldwood, as the borrower, the lenders party thereto and Cantor Fitzgerald Securities, as administrative agent and collateral agent and/or (ii) that certain Amended and Restated Second Lien Term Loan Agreement, dated as of April 11, 2018, among Holdings, Fieldwood, as the borrower, the lenders party thereto and Cortland Capital Market Services LLC, as administrative agent and collateral agent, some Members of which also committed to provide a superpriority, secured debtor-in-possession credit facility pursuant to that certain Senior Secured Superpriority Debtor-In-Possession Term Loan Credit Agreement to be entered into by and among Holdings, Fieldwood, as the borrower, the lenders party thereto and Cantor Fitzgerald Securities, as administrative agent and collateral agent. In or around March 2020, the Ad Hoc Group of Secured Lenders engaged Davis Polk to represent it in connection with the Members' holdings under the Prepetition FLTL Credit Agreement and Prepetition SLTL Credit Agreement. In May 2020, the Ad Hoc Group of Secured Lenders engaged Haynes and Boone to act as co-counsel in the Chapter 11 Cases. Davis Polk represents only the Ad Hoc Group of Secured Lenders. As of the date of this Statement, Haynes and Boone represents the Ad Hoc Group of Secured Lenders and the DIP Agent. Other than Haynes and Boone's representation of the DIP Agent, Counsel does not represent or purport to represent any entities other than the Ad Hoc Group of Secured Lenders in connection with the Chapter 11 Cases. In addition, the Ad Hoc Group of Secured Lenders does not claim or purport to represent any other entity and undertakes no duties or obligations to any entity. As of Aug. 10, 2020, members of the Ad Hoc Group of Secured Lenders and their disclosable economic interests are: AEGON USA INVESTMENT MANAGEMENT LLC 227 W. Monroe Suite 6000 Chicago, IL 60606 * $28,179,921.51 in aggregate principal amount of loans under the Prepetition FLTL Credit Agreement * $1,206,759.32 in aggregate principal amount of DIP backstop commitments under the DIP Credit Agreement CIFC ASSET MANAGEMENT LLC 875 3rd Avenue 24th Floor New York, NY 10022 * $29,014,126.86 in aggregate principal amount of loans under the Prepetition FLTL Credit Agreement * $13,049,999.99 in aggregate principal amount of loans under the Prepetition SLTL Credit Agreement COHANZICK MANAGEMENT, LLC 427 Bedford Road Suite 230 Pleasantville, NY 10570 * $27,000,000.00 in aggregate principal amount of loans under the First Lien Credit Agreement * $8,798,317.61 in aggregate principal amount of DIP backstop commitments under the DIP Credit Agreement EATON VANCE MANAGEMENT/BOSTON MANAGEMENT AND RESEARCH 2 International Place 9th Floor Boston, MA 02110 * $84,707,237.40 in aggregate principal amount of loans under the Prepetition FLTL Credit Agreement * $12,954,179.78 in aggregate principal amount of DIP backstop commitments under the DIP Credit Agreement * 589,166 shares of Holdings stock FRANKLIN ADVISERS, INC. 1 Franklin Parkway Building 970, 1st Floor San Mateo, CA 94403 * $184,985,251.68 in aggregate principal amount of loans under the Prepetition FLTL Credit Agreement * $17,984,684.20 in aggregate principal amount of DIP backstop commitments under the DIP Credit Agreement INVESCO SENIOR SECURED MANAGEMENT, INC. 1166 Avenue of the Americas 26th Floor New York, NY 10036 * $272,238,543.79 in aggregate principal amount of loans under the Prepetition FLTL Credit Agreement * $68,659,093.37 in aggregate principal amount of loans under the Prepetition SLTL Credit Agreement * $35,272,631.49 in aggregate principal amount of DIP backstop commitments under the DIP Credit Agreement * 1,103,940 shares of Holdings stock SI CAPITAL COMMERCIAL FINANCE, LLC 38955 Hills Tech Drive Farmington Hills, MI 48331 * $32,203,593.61 in aggregate principal amount of loans under the Prepetition FLTL Credit Agreement * $3,974,420.23 in aggregate principal amount of DIP backstop commitments under the DIP Credit Agreement SYMPHONY ASSET MANAGEMENT LLC 555 California Street Suite 3100 San Francisco, CA * $117,364,280.47 in aggregate principal amount of loans under the Prepetition FLTL Credit Agreement * $51,462,152.83 in aggregate principal amount of loans under the Prepetition SLTL Credit Agreement * $19,809,007.37 in aggregate principal amount of DIP backstop commitments under the DIP Credit Agreement * 263,272 shares of Holdings stock Counsel for the Ad Hoc Group of Secured Lenders can be reached at: DAVIS POLK & WARDWELL LLP Damian S. Schaible, Esq. Natasha Tsiouris, Esq. Josh Sturm, Esq. 450 Lexington Avenue New York, NY 10017 Telephone: (212) 450-4000 Facsimile: (212) 701-5800 Email: damian.schaible@davispolk.com natasha.tsiouris@davispolk.com joshua.sturm@davispolk.com - and - HAYNES AND BOONE, LLP Charles A. Beckham, Jr., Esq. Martha Wyrick, Esq. 1221 McKinney Street, Suite 4000 Houston, TX 77010 Telephone: (713) 547-2000 Facsimile: (713) 547-2600 Email: charles.beckham@haynesboone.com martha.wyrick@haynesboone.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/TNiHo2 and https://is.gd/FsO33C 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. FIVE DREAMS: J Tucker Buying Acworth Property for $2.5 Million -------------------------------------------------------------- Five Dreams Holdings, LLC, asks the U.S. Bankruptcy Court for the Northern District of Georgia to authorize the sale of real property referred to as the "Front Parcel" located at 5742 Bells Ferry Road, Acworth, Georgia, approximately 9.15 Acres, to J Tucker Development Partners, Inc. for $2.5 million. A hearing on the Motion is set for Aug. 19, 2020 at 10:30 a.m. The Debtor is a Georgia corporation which owns the Real Property. The Buyer has made an offer to purchase the Real Property. The parties have executed their Contract for the Purchase and Sale of Developed Lots. As set forth in the Contract, the Buyer's offer encompasses paying $2.5 million inclusive of earnest money deposits as follows: (1) $10,000 earnest money deposit within five days of the Contract's acceptance and (2) $5,000 additional earnest money if a 30-day extension of the closing period is requested. The obligations of Debtor under the Contract are contingent upon approval by the Court. The Debtor is separately filing an Application to Employ Waverly Thornton with Virtual Properties Realty as Real Estate Agent, asking approval to employ Agent as its Agent with respect to the Contract. The Contract provides that Mike Stone represents the Buyer as its agent, and Waverly Thornton represents Debtor as its agent. Waverly Thornton approached the Debtor regarding the interested Buyer. Since the Petition Date, the Debtor has spent considerable time and effort marketing the Real Property to various potential buyers. It believes that the transaction represents the highest and best offer available and that the Purchase Price represents the true value of the Real Property. The Debtor anticipates that the first priority lien holder, Morris Bank, will consent to the sale of the Real Property and the Real Property may be sold over the objection of any asserted junior secured claims. On July 23, 2019, Morris Bank filed proof of claim number 4, asserting a secured claim in the amount of $5,158,758 consisting of (i) principal in the amount of $4,990,806 (ii) unpaid interest in the amount of $133,436, (iii) unpaid late charges in the amount of $11,992, (vi) other fees of $276, and (v) SBA prepayment insurance of $22,968, with interest accruing after June 10, 2019 at the per diem rate of $1,094 regarding Morris Bank loan number 4003270500. Such indebtedness is evidenced by the SBA Note regarding SBA Loan # 83252950-2 dated Aug. 17, 2016, in the original loan amount of $5 million naming the Debtor and Five Dreams Management, LLC as borrowers and Morris Bank as the lender and guaranteed by Myrtle Janice Stewart pursuant to SBA guarantee of ever date thereof. On July 23, 2019, Morris Bank filed proof of claim number 5, asserting a secured claim in the amount of $3,588,606 consisting of (i) principal in the amount of $3,526,178, (ii) unpaid interest in the amount of $56,429, and (iii) unpaid late charges in the amount of $6,000, with interest accruing after June 10, 2019 at the per diem rate of $570. Such indebtedness is evidenced by the Commercial Promissory Note regarding loan number 4005014400 dated May 30, 2018 in the principal amount of $3,511,356 naming the Debtor and Five Dreams Management, LLC as the borrowers and Morris Bank as the Lender and guaranteed by Myrtle Janice Stewart pursuant to the Unlimited Commercial Guaranty of ever date thereof. On July 23, 2019, Morris Bank filed proof of claim number 6, asserting a secured claim in the amount of $1,292,517 consisting of (i) principal in the amount of $1,264,815 (ii) unpaid interest in the amount of $25,561, and (iii) unpaid late charges in the amount of $2,140, with interest accruing after June 10, 2019 at the per diem rate of $225. Such indebtedness is evidenced by the Commercial Line of Credit Agreement and Renewal Agreement regarding loan number 4005013400, dated Oct. 1, 2018, in the original line of credit amount of $1,264,815 naming Myrtle Janice Stewart as borrower and for which Debtor pledged collateral. The total asserted Morris Bank Secured Claim is $10,039,881. To Secured the Morris Bank Secured Claim, Morris Bank asserts a first priority lien against the Real Property as more particularly described in the (1) the Deed to Secure Debt recorded Aug. 19, 2016 in the land records of Cherokee County Georgia in Deed Book 14010 commencing at Page 237, as modified by the Modification of Deed to Secure Debt recorded May 2, 2017 in said land records in Deed Book 14173, commencing at Page 2965; (2) Assignment of Lease and Rents recorded Aug. 19, 2016 in said land records in deed book 14010 commencing at page 225 and (3) UCC Financing Statement recorded and filed Aug. 19, 2016 in the UCC index of Laurens County, Georgia as File No. 087-2016-1315 and in Deed Book 14010 page 259 of the Cherokee County land records. The Cherokee County Tax Commissioner asserts claims against the Real Property in an undetermined amount for 2018, 2019 and 2020 ad valorem property taxes. Any ad valorem property taxes owed on the Real Property will be paid at closing. The Debtor is aware of various asserted junior liens against the Property, liens to which the Debtor disputes, including: (i) Crossroads Leasing, LLC, Book 828 Pg 410; filed 7/27/2017, asserted against Tract I - 2.08 acres, map/parcel no. 15N06 105; Tract II - 14.3 acres map/parcel no. 15N06 104; Tract III - 4.2 acres map/parcel no 15N06 103; scheduled in the amount of $58,795; (ii) Vertical Earth, Inc., Book 828 Pg 968; filed 8/16/2017; asserted against Tract I - 2.08 acres, map/parcel no. 15N06 105; Tract II - 14.3 acres map/parcel no. 15N06 104; Tract III - 4.2 acres map/parcel no 15N06 103; scheduled in the amount of $296,394, and proof of claim in the amount of $296,394; and (iii) Vertical Earth, Inc., Lien Book 830 Pg 1325; filed 2/09/2018, asserted against Tract I - 2.08 acres, map/parcel no. 15N06 105; Tract II - 14.3 acres map/parcel no. 15N06 104; Tract III - 4.2 acres map/parcel no 15N06 103; scheduled in the amount of $296,394, and proof of claim in the amount of $296,394. The Asserted Junior Liens are junior to the ad valorem claims of the Cherokee County Tax Commissioner and Morris Bank's Secured Claim. Further, no action has been initiated on certain of said Asserted Junior Liens, which are claims of lien. With respect to any claim of lien for which an action was commenced, any such action has not be adjudicated nor resulted in a judgment against the Debtor. The Debtor asks authority to sell the Real Property as described herein free and clear of liens, claims, encumbrances, and interests for the Purchase Price. Additionally, it asks permission to (i) disburse the Purchase Price as provided with liens attaching to the Sales Proceeds; and (ii) take such action as necessary to effectuate the terms of the Contract. It asks that: (a) the Court waive any stay pursuant to Bankruptcy Rule 6004 or otherwise; and (b) any order approving the sale of the Real Property be effective immediately upon entry. The Debtor asks that it be authorized to use and distribute the Sales Proceeds as follows: (a) payment of all customary closing costs, if any, including broker's commissions (i.e. $100,000 for Waverly Thornton and $100,000 for Mike Stone); and next (b) outstanding ad valorem property taxes regarding the Real Property (including a pro-rated share of the taxes in the year of the closing) and any other amounts customarily attributable to sellers in Georgia; and next (c) the balance of the Purchase Price to Morris Bank. The Debtor believes the proposal represents the highest and best offer available as evidenced by its considerable effort to market the Real Property to potential buyers. A copy of the Contract is available at https://tinyurl.com/y7tec8xa from PacerMonitor.com free of charge. About Five Dreams Holdings Five Dreams Holdings, LLC filed as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Five Dreams Holdings filed a petition for relief under Chapter 11 of the Bankruptcy Code (N.D. Ga. Case No. 19-58641) on June 3, 2019. In the petition signed by Brian Stewart, manager, the Debtor estimated $50,000 in assets and $10 million to $50 million in liabilities. Judge Sage M. Sigler oversees the case. Leslie M. Pineyro, Esq., at Jones & Walden, LLC, represents Debtor as counsel. No official committee of unsecured creditors has been appointed in Debtor's bankruptcy case. Debtor filed its Chapter 11 plan and disclosure statement on Aug. 30, 2019. FRE 355 INVESTMENT: Unsec. Creditors to Have 9.15% Recovery in Plan ------------------------------------------------------------------- Debtors FRE 355 Investment Group, LLC, d/b/a FRE 355 and Mora House, LLC, filed with the U.S. Bankruptcy Court for the Northern District of California, Division 5, a Chapter 11 Plan and a Disclosure Statement on July 10, 2020. The Debtors will advertise, market and close sales of the Mora House and Mora Lot within 6 months after the Effective Date of the Plan, the Initial Marketing Period, to pay secured claimants of both properties in full and to pay a projected dividend of 9.15% to unsecured claimants. If S&R receives a $500,000 principal paydown under the Addendum to Promissory Note then (1) S&R shall release its lien against the Mora Lot, and (2) the Debtors shall have the Extended Marketing Period of six additional months to close sales of the Mora House and Mora Lot. The Blanchard Trust shall retain without modification the right to advance $500,000 under the Addendum to Promissory Note to cause the release of the S&R lien from the Mora Lot. Class 3A General Unsecured Claims of FRE 355 will receive payment of the allowed amount of their claims, without interest, from the net proceeds from sale of the Mora House after the full payment of all secured and priority claims six months after the Effective Date, unless S&R receives a $500,000 principal paydown under the Addendum to Promissory Note, in which case payment will be made twelve months after the Effective Date or at such time that the Mora House and Mora Lot are sold, whichever is sooner. Class 3B General Unsecured Claims of Mora House will receive a pro rata distribution on the allowed amount of their claims, without interest, from the net proceeds from sale of the Mora Lot after the full payment of all secured and priority claims. Payment shall be made six months after the Effective Date, unless S&R receives a $500,000 principal paydown under the Addendum to Promissory Note, in which case payment shall be made twelve months after the Effective Date or at such time that the Mora House and Mora Lot are sold, whichever is sooner. Class 4A Equity Interests in FRE 355 and Class 4B Equity Interests in Mora House will be retained. Sales of the Mora House and Mora Lot if closed within the initial marketing period or extended marketing period would leave $430,606 in net proceeds for distribution to unsecured creditors in Classes 3A and 3B. Subtracting the $25,663 for Class 3A leaves $404,943 for distribution to creditors. Even if the two properties could be sold for list price, a Chapter 7 would yield less than the projected Chapter 11 dividend. A full-text copy of the Disclosure Statement dated July 10, 2020, is available at https://tinyurl.com/y9ju2avb from PacerMonitor.com at no charge. The Debtors are represented by: Michael W. Malter, Esq. ID #96533 Robert G. Harris, Esq. ID #124678 Julie H. Rome-Banks, Esq. ID #142364 Binder & Malter, LLP 2775 Park Avenue Santa Clara, CA 95050 Telephone: (408) 295-1700 Facsimile: (408) 295-1531 E-mail: Michael@bindermalter.com E-mail: Rob@bindermalter.com E-mail: Julie@bindermatler.com About FRE 355 Investment Group FRE 355 Investment Group, LLC, is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). FRE 355 Investment Group filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 20-50628) on April 13, 2020. In the petition signed by Melvin Vaugh, managing member, the Debtor was estimated to have $10 million to $50 million in both assets and liabilities. Michael W. Malter, Esq. at BINDER & MALTER, LLP, is the Debtor's counsel. FREEDOM COMMS: To Revise Disclosure to Settle Disputes with CDTFA ----------------------------------------------------------------- Freedom Communications, Inc. and its debtor affiliates and the Official Committee of Unsecured Creditors responded to the opposition of the California Department of Tax and Fee Administration ("CDTFA") to Disclosure Statement for Joint Chapter 11 Plan of Liquidation Proposed by Debtors and Official Committee of Unsecured Creditors. The Debtors and the Committee claim that: * The Disclosure Statement Provides Adequate Information in Support of the Debtors’ “Best Interest of Creditors” Analysis. * The Plan and Disclosure Statement provide that certain professionals have agreed to limit their recovery on their (senior) Allowed Professional Fee Claims in order to allow for payment in full of non-professional administrative claims and priority claims, and a distribution to Holders of Allowed General Unsecured Claims. * The Debtors and Committee Will Revise the Disclosure Statement to Provide Details About the Debtors’ Disputes With CDTFA while the “Retained Rights of Action” Section of the Disclosure Statement Includes the Debtors’ Potential Claims for Tax Refunds. * The Debtors respectfully request that the Disclosure Statement be approved, as amended hereby, as containing adequate information for purposes of Section 1125 of the Bankruptcy Code. A full-text copy of the plan proponents' reply, dated July 7, 2020, to the opposition of CDTFA, is available at https://tinyurl.com/yc2de22j from PacerMonitor at no charge. Counsel for Debtors: Alan J. Friedman Rika M. Kido SHULMAN BASTIAN FRIEDMAN & BUI LLP 100 Spectrum Center Drive, Suite 600 Irvine, California 92618 Telephone: (949) 340-3400 Facsimile: (949) 340-3000 E-mail: AFriedman@shulmanbastian.com RKido@shulmanbastian.com Counsel for the Official Committee of Unsecureds: Robert J. Feinstein Jeffrey W. Dulberg PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Blvd., 13th Floor Los Angeles, CA 90067 Telephone: (310) 277-6910 Facsimile: (310) 201-0760 E-mail: rfeinstein@pszjlaw.com jdulberg@pszjlaw.com About Freedom Communications Headquartered in Santa Ana, Calif., Freedom Communications, Inc., owned two daily newspapers -- The Press-Enterprise in Riverside, California and The Orange County Register in Santa Ana, California. Freedom Communications and 24 of its affiliates sought Chapter 11 bankruptcy protection in California with the intention of selling their assets to a group of local investors led by Rich Mirman, Freedom's chief executive officer and publisher. Freedom Communications, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr. C.D. Cal. Lead Case No. 15-15311) on Nov. 1, 2015. In the petition signed by Richard E. Mirman, the CEO, Freedom Communications Holdings estimated assets and liabilities in the range of $10 million to $50 million. William N. Lobel, Esq., Alan J. Friedman, Esq., Beth E. Gaschen, Esq., and Christopher J. Green, Esq., at Lobel Weiland Golden Friedman LLP, serve as the Debtors' counsel. The Debtors employed Shulman Hodges & Bastian LLP, as general insolvency counsel; GlassRatner Advisory & Capital Group LLC as financial advisor and consultant; and Donlin, Recano & Company, Inc., as the noticing, claims and balloting/ solicitation agent. FTI Consulting, Inc. was tapped to review Pension Benefit Guaranty Corporation (PBGC) Claims. The Debtors tapped Robert J. Feinstein, Esq. and Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP, as counsel; and The Law Offices of A. Lavar Taylor LLP as special tax counsel. * * * In April 2016, Freedom Communications completed the sale of its operating businesses and real estate assets to Digital First Media Inc., following a bankruptcy auction. Digital First Media's $51.8 million bid was approved by the Bankruptcy Court in Santa Ana, after the U.S. Department of Justice filed an antitrust lawsuit against the highest bidder, Tribune Publishing. The final sale to Digital First Media closed on March 31, 2016 for $49.8 million, according to FTI Capital Advisors, which was retained to conduct a formal sale process. Tribune tendered a $56 million bid but the U.S. government argued a sale to Tribune would give it a monopoly on major newspapers in Southern California. First Media publishes the Los Angeles Daily News, Long Beach Press-Telegram and other Southern California papers. Digital First Media, a business name of MediaNews Group, offers news reporting and third party advertising and directory opportunities through its more than 800 multi-platform products which include web, mobile, tablet and print.About Freedom Communications Headquartered in Santa Ana, Calif., Freedom Communications, Inc., owned two daily newspapers -- The Press-Enterprise in Riverside, California and The Orange County Register in Santa Ana, California. Freedom Communications and 24 of its affiliates sought Chapter 1 bankruptcy protection in California with the intention of selling their assets to a group of local investors led by Rich Mirman, Freedom's chief executive officer and publisher. Freedom Communications, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr. C.D. Cal. Lead Case No. 15-15311) on Nov. 1, 2015. In the petition signed by Richard E. Mirman, the CEO, Freedom Communications Holdings estimated assets and liabilities in the range of $10 million to $50 million. William N. Lobel, Esq., Alan J. Friedman, Esq., Beth E. Gaschen, Esq., and Christopher J. Green, Esq., at Lobel Weiland Golden Friedman LLP, serve as the Debtors' counsel. The Debtors employed Shulman Hodges & Bastian LLP, as general insolvency counsel; GlassRatner Advisory & Capital Group LLC as financial advisor and consultant; and Donlin, Recano & Company, Inc., as the noticing, claims and balloting/ solicitation agent. FTI Consulting, Inc., was tapped to review Pension Benefit Guaranty Corporation (PBGC) Claims. The Debtors tapped Robert J. Feinstein, Esq. and Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP, as counsel; and The Law Offices of A. Lavar Taylor LLP as special tax counsel. FREEDOM OIL: CarMax Offers $17K for 2017 Chevrolet Silverado 1500 ----------------------------------------------------------------- Freedom Oil & Gas, Inc. and affiliates ask the U.S. Bankruptcy Court for the Southern District of Texas to authorize them to sell their 2017 Chevrolet Silverado 1500, VIN 3GCPCNEH6H438238, to CarMax, Inc. for $17,000, free and clear of liens, claims and encumbrances. On May 20, 2020, the Debtors filed a motion asking Court approval of their asset purchase agreement with Trek TCB Acquisition, LLC whereby they will sell substantially all of their assets to Trek after the sale hearing scheduled for July 14, 2020. Although the Debtors' other vehicle is among the assets to be sold to Trek, the Truck made the basis of the Sale Motion is not being sold to Trek. The Truck is the Debtors' last remaining unsold asset that can provide value to the estates. The Debtors received an offer on July 11, 2020 from CarMax to purchase the Truck for $17,000, and such Appraisal Offer is valid through and including July 18, 2020. In the Debtors' business judgment, the Appraisal Offer is fair and reasonable, and the sale of the Truck is in the best interests of the Debtors, their estates, and creditors. Accordingly, they ask that the Court enters an order authorizing the sale to CarMax on an emergency basis. The Debtors respectfully submit that the proposed sale of Truck outside the ordinary course of business fits squarely within the parameters of the sound business judgment test, taking into consideration that the value of the Truck is de minimis in comparison to the total value of their assets to be sold during the Bankruptcy Cases. The Debtors ask that the Court's order authorizing the sale of the Truck be effective immediately by providing that the 14-day stays under Bankruptcy Rules 6004(h) and 6006(d) are waived, including with respect to any executory contracts and unexpired leases. Without a waiver of the stays, the Appraisal Offer from CarMax will expire on July 18, 2020. About Freedom Oil & Gas, Inc. Located at 5151 San Felipe, Suite 800, Houston, Texas, Freedom Oil & Gas, Inc., together with its subsidiaries, operates as an oil and gas exploration and production company. Based in Houston, Texas, the Company has established an acreage position in the oil-rich portion of the Eagle Ford shale in South Texas, in Dimmitt County. Freedom Oil & Gas, Inc. (Bankr. S.D. Tex. Case No. 20-32582), and its affiliates Freedom Eagle Ford, Inc. (Bankr. S.D. Tex. Case No. 20-32583), Freedom Production, Inc. (Bankr. S.D. Tex. Case No. 20-32584), Freedom Oil & Gas USA, Inc. (Bankr. S.D. Tex. Case No. 20-32585), Maverick Drilling Company, Inc. (Bankr. S.D. Tex. Case No. 20-32586), and Maverick Production Company, Inc. (Bankr. S.D. Tex. Case No. 20-32587), sought Chapter 11 protection on May 11, 2020. The cases are assigned to Judge David R. Jones. Freedom Oil & Gas, Freedom Oil & Gas USA, Freedom Eagle Ford, and Freedom Production each estimated assets in the range of $1 million to $10 million, and $10 million to $50 million in debt. Maverick Drilling's and Maverick Production's each estimated assets and liabilities in the range of $0 to $50,000. The Debtors tapped Matthew Okin, Esq., at Okin Adams LLP as their General Bankruptcy Counsel. They tapped Johnson Rice & Co. as their Brokerage & Investment Banking Firm. The petitions were signed by Russell J. Porter, president, CEO, and secretary. GALILEO LEARNING: Committee Hires GlassRatner as Financial Advisor ------------------------------------------------------------------ The official committee of unsecured creditors of Galileo Learning, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the Northern District of California to retain GlassRatner Advisory & Capital Group, LLC as its financial advisor. The firm will provide the following services: a) analyze the financial operations of Debtor before and after its Chapter 11 filing; b) analyze the financial ramifications of any proposed transactions for which Debtor seeks bankruptcy court approval; c) conduct financial analyses; d) assist the committee in its review of Debtors' monthly operating reports; e) assist the committee in its evaluation of cash flow and other projections prepared by Debtor; f) conduct forensic investigation into the pre-bankruptcy activities of Debtor and other parties in order to identify potential causes of action; g) analyze Debtors' transactions with insiders and related or affiliated companies; h) analyze cash management, shared services and other agreements and arrangements between Debtor and related parties; and i) testify at hearings. GlassRatner's hourly rates are as follows: Seth R. Freeman Senior Managing Director $525 George Demos Senior Managing Director $425 Other Senior Managing Directors/Principals $375-$900 Other Directors/Associates $195-$395 Seth Freeman, senior managing director at GlassRatner, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Seth R. Freeman GlassRatner Advisory & Capital Group, LLC 3445 Peachtree Road, Suite 1225 Atlanta, GA 30326 Phone: 470-346-6800 About Galileo Learning Galileo Learning, LLC operates innovative and educational summer camps for pre-kindergarteners through 10th graders. In its 18 years of operation, Galileo Learning has invested more than $10 million in the development of more than 2,500 hours of unique curriculum offerings. Galileo Learning and its wholly-owned subsidiary, Galileo Learning Franchising LLC, sought Chapter 11 protection (Bankr. N.D. Cal. Lead Case No. 20-40857) on May 6, 2020. The petitions were signed by Glen Tripp, chief executive officer of Galileo Learning and sole member of Galileo Learning Franchising. Galileo Learning estimated assets and liabilities of $10 million to $50 million while Galileo Learning Franchising estimated assets of $1 million to $10 million and estimated liabilities of less than $50,000. Judge William J. Lafferty oversees the cases. Debtors hired Hanson Bridgett, LLP as bankruptcy counsel and Tyton Partners Capital Markets, LLC as investment banker and financial advisor. Stretto is the claims and noticing agent. The U.S. Trustee for Region 17 appointed a committee of unsecured creditors. The committee is represented by Levene, Neale, Bender, Yoo & Brill L.L.P. GARBANZO MEDITERRANEAN: Case Summary & 20 Top Unsecured Creditors ----------------------------------------------------------------- Four affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Garbanzo Mediterranean Grill, LLC 20-43963 Garbanzo Mediterranean Fresh Missouri, LLC Garbanzo Mediterranean Fresh, LLC Garbanzo Mediterranean Grill Franchising, LLC Garbanzo Mediterranean Grill, LLC Garbanzo Investors, LLC Garbanzo Mediterranean Fresh Garbanzo Mediterranean Fresh Food Trucks, LLC GMG Aquisition LLC 8143 Maryland Avenue Saint Louis, MO 63105 Garbanzo Mediterranean Grill Franchising, LLC 20-43964 7700 E. Arapahoe Road, Suite 270 Centennial, CO 80112 Garbanzo Mediterranean Fresh, LLC 20-43965 7700 E. Arapahoe Road, Suite 270 Centennial, CO 80112 Garbanzo Mediterranean Fresh Missouri, LLC 20-43966 7700 E. Arapahoe Road, Suite 270 Centennial, CO 80112 Business Description: The Debtors operate a chain of fast food restaurants offering Mediterranean cuisine. Chapter 11 Petition Date: August 12, 2020 Court: United States Bankruptcy Court Eastern District of Missouri Debtors' Counsel: Robert E. Eggmann, Esq. CARMODY MACDONALD P.C. 120 S. Central Ave., Suite 1800 Saint Louis, MO 63105 Tel: 314-854-8600 Email: ree@carmodymacdonald.com Garbanzo Mediterranean Grill's Estimated Assets: $1 million to $10 million Garbanzo Mediterranean Grill's Estimated Liabilities: $10 million to $50 million Garbanzo Mediterranean Grill Franchising's Estimated Assets: $100,000 to $500,000 Garbanzo Mediterranean Grill Franchising's Estimated Liabilities: $50,000 to $100,000 Garbanzo Mediterranean Fresh's Estimated Assets: $500,000 to $1 million Garbanzo Mediterranean Fresh's Estimated Liabilities: $0 to $50,000 Garbanzo Mediterranean Fresh Missouri's Estimated Assets: $0 to $50,000 Garbanzo Mediterranean Fresh Missouri's Estimated Liabilities: $100,000 to $500,000 The petitions were signed by Barry Levine, manager. Copies of the petitions containing, among other items, lists of the Debtors' 20 largest unsecured creditors are available for free at PacerMonitor.com at: https://tinyurl.com/yyhkhrxu https://tinyurl.com/y5w5mzs2 https://tinyurl.com/y44eev94 https://tinyurl.com/yy5j9k7j GERALDINE R. ROSINE: Trustee Selling El Sobrante Property for $407K ------------------------------------------------------------------- Kari Bowyer, the Chapter 11 Trustee of the estate of Geraldine Rose Rosine, asks the U.S. Bankruptcy Court for the Northern District of California to authorize the sale of the real property located at 3543 Miflin Avenue, El Sobrante, California to Dambar B. Thapaliya for $407,000, subject to overbid. Among the assets of the Bankruptcy Estate is the Property. It is co-owned with The Exemption Trust of the R&G 1993 Family Trust UDT Dated Feb. 1, 1993, which holds a 30% interest in the Property. The estate holds a 70% interest in the Property through the Geraldine R. Rosine 2009 Revocable Living Trust UDT dated Jan. 28, 2009. There is a judgment lien recorded against the Property by the Mark Thorson Revocable Trust. The Exemption Trust and the Thorson Trust have entered into an agreement with the Trustee that allows for the sale of the Property free and clear of their interests. An order was entered on Jan. 8, 2020 approving the compromise. The terms of the sale and the overbid procedure are set forth in further detail in the Notice And Opportunity For Hearing on Chapter 11 Trustee's Motion For: (1) Authority To Sell Real Property Located At 3543 Miflin Avenue, El Sobrante, California, Subject To Overbid, and Free and Clear of Judgment Lien and Co-Owner Interest; (2) Authority To Pay Real Estate Broker Commission; and (3) Authority To Pay Associated Costs Of Sale and Taxes. The Notice was provided to the Debtor, all the creditors, and the other parties in interest. The Property was actively marketed by the broker. Although there was a slighter higher offer received at $410,000, due to the contingencies and other concerns related to the proposed buyer, the Trustee believes that the offer from the Buyer is the best offer received. Based on the Trustee's real estate agent's assessment of value and the marketing of the Property, the Trustee believes that the proposed sale is in the best interest of the Bankruptcy Estate. The Buyer has agreed to purchase the Property for the total sum of $407,000, subject to Court approval and overbid. The Trustee anticipates paying from the proceeds of sale a real estate commission of 6% of the commission on the Purchase Price to her real estate broker, Andy Buchanan of Intero Real Estate Services - Los Altos (to be split with the Buyer's agent). The Trustee also proposes to pay associated costs of sale, including but not limited to, pro-rated real property taxes, city and county transfer taxes, and a natural hazard zone disclosure report. The Thorson Trust recorded an abstract of judgment in the amount of $1,652,582 on Feb. 14, 2018 with the Contra Costa County recorder's office as document no. 2018-0023584-00. The current amount of the Thorson Trust lien is approximately $2,051,605. As provided in the agreement, the lien is to reattach to the net proceeds attributable to the Bankruptcy Estate's interest in the Property until it is paid and the Trustee is to pay 90% of the net proceeds, i.e. proceeds remaining after payment of costs of sale, pro rata property taxes, income tax incurred by the estate in connection with the sale, broker commission, and other related charges, attributable to the Bankruptcy Estate's interest in the Property to the Thorson Trust. The Trustee asks authority to pay this amount to the Thorson Trustee as a partial payment of the lien. The Exemption Trust holds a 30% interest in the Property. Under the terms of the compromise noted, the Exemption Trust has agreed that the Trustee may sell the Property free and clear of their co-owner interest and that the Trustee will hold the sale proceeds attributable to this 30% interest until the closing of the case or further Court order. The Trustee's accountant in the case estimates that there may be taxes incurred by the Exemption Trust in connection with the sale of the Property in an amount up to $5,000. The Trustee asks authority to forward up to this amount to the Exemption Trust from the proceeds attributable to the Exemption Trust's interest in the Property, if requested by the Exemption Trust, so that the Exemption Trust may pay taxes incurred by it in connection with the sale. The Trustee's accountant in the case, estimates that there may be taxes incurred by the Bankruptcy Estate in connection with the sale of the Property in an amount up to $11,000. The Trustee asks authority to pay the amount from the proceeds attributable to the Bankruptcy Estate's interest in the Property. There is personal property that will need to be removed prior to the closing of the sale, and there may be inspection and repair fees that will need to be paid prior to closing of the sale. The Trustee asks authority to pay these costs, estimated to not exceed $10,000, and, in the event these fees are advanced by the Trustee's real estate agent, the Trustee requests authority to reimburse the agent. The Trustee employed Denzil Clements as special counsel to proceed with the eviction of the tenants at the Property in order to maximize the sale price. An order was entered on Jan. 9, 2020 authorizing the employment of Denzil Clements as special counsel. As provided in the application for his employment, Mr. Clements is to be paid a flat fee of $1,440 for the eviction of one tenant ad $50 for each additional tenant. There were multiple tenants at the Property and the Trustee requests authority to pay to Mr. Clements the total sum of $950 in connection with the eviction of the tenants at the Property. The Trustee will request that the Court's order allows the Trustee to make minor modifications to the purchase agreement including how title is to be vested to the Buyer as the Buyer may instruct. The Trustee will also ask that the Court's order provides that in the event the Buyer does not close the sale transaction, the Trustee will be authorized to sell the Property on the same terms and at the same or greater price to an alternate purchaser without a further order of the Court, unless the alternate purchaser is an insider, then the Trustee would only be authorized to sell the Property to the alternate purchaser after further order of the Court after providing 24 hours' notice to the Debtor’s counsel and Office of the U.S. Trustee by an Ex Parte Application. The Trustee will also retain the right to negotiate minor changes to the sale agreement, without further Court order. Finally, the Trustee asks the Court that the Order approving the relief sought is effective upon entry, and the stay otherwise imposed by Rule 62(a) of the Federal Rules of Civil Procedure and/or Bankruptcy Rule 6004(h) will not apply. Geraldine Rose Rosine sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 18-42185) on Sept. 20, 2018. The Debtor tapped Craig V. Winslow, Esq., at Law Office of Craig V. Winslow as counsel. Kari Bowyer was appointed as Chapter 11 Trustee on Aug. 29, 2019. GERASIMOS ALIVIZATOS: $245K Sale of Ocean City Property Approved ---------------------------------------------------------------- Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the District of Maryland authorized Gerasimos Alivizatos' sale of the real property located at 109 Caroline St. Unit 211, Ocean City, Maryland to Jaroslaw and Ilona Struk for $245,000. The sale is free and clear of any and all liens, claims, encumbrances and other interests (whether contractual, statutory or otherwise) of any kind or nature including, without limitation, the liens of: a. Calvin B. Taylor Banking Co. ("CBT"), recorded in the land records of Worcester County, Maryland at Liber 4684 Folio 307; b. The Estate of Russell B. Ruggerio, recorded in the land records of Worcester County, Maryland at Liber 5185 Folio 733; c. Surf Crest Condominium recorded in the land records of Worcester County, Maryland at Liber 5584 Folio 492; d. Surf Crest Condominium Council of Unit Owners recorded in the Judgment Index of the Circuit Court of Worcester County, Maryland at case number 23-L-11-000628; e. CBT, recorded in the land records of Worcester County, Maryland at Liber 6115 Folio 249; and, f. All the liens of the Maryland State Comptroller recorded in the Worcester County Circuit Court as tax liens at case numbers 23-C-12-001080, 23-C-14-000116, 23-C-14-000297, 23-C-14-000298, 23-C-14-000300, and 23-C-14-000301. Upon closing of the sale approved, CBT's lien will attach to the proceeds of such sale, and after the payment of all agreed closing costs associated therewith, the entire balance of the net sale proceeds be disbursed at said closing to CBT in full and final satisfaction of its liens against, and only with respect to, the Property. Nicholas Preziozi, the Realtor approved in the case to sell the Property, will receive commission in for the sale of the Property, and the Debtor is authorized to pay the Realtor as part of the closing costs of this sale at the closing the earned 5% commission in the amount of $12,250 plus the earned $350 flat fee pursuant to the Realtor's listing agreement. The 14-day stay of the Order per Fed. R. Bakr. P. 6004(h) is waived. A copy of the Agreement is available at https://tinyurl.com/yd3fltmp from PacerMonitor.com free of charge. Gerasimos Alivizatos sought Chapter 11 protection (Bankr. D. Md. Case No. 20-15354) on May 19, 2020. The Debtor tapped George Roles, Esq., as counsel. Nicholas Preziosi at Pen Fed Reality is the realtor. GLENN POOL: S&P Lowers Rating on Senior Secured Notes to 'CCC (sf)' ------------------------------------------------------------------- S&P Global Ratings lowered its rating on Glenn Pool Oil & Gas Trust II's (Glenn Trust II's) senior secured notes to 'CCC (sf)' from 'B- (sf)'. At the same time, S&P removed it from CreditWatch negative, where it placed in on May 12, 2020. Glenn Trust II is a volumetric production payment transaction backed by the overriding royalty interest in the production of gas, oil, and natural gas liquids from Chesapeake Exploration LLC's (CELLC's) portfolio of wells located in Oklahoma. Since Glenn Trust I paid off as scheduled in May 2016, Glenn Trust II has been entitled to the full production amount, which will continue until August 2021. The transaction benefits from commodity hedges provided by Barclays Bank PLC to mitigate price volatility risk. The transaction has a mortgage that provides a security interest over the complete working interest that CELLC, the operator and off-taker, has in the wells. The rating action on Glenn Trust II's senior secured notes reflects S&P's view of: -- Hydrocarbon coverage ratios below 1.0x; and -- The increased risk that CELLC could curtail production, or default on its production or purchase obligations as a result of Chesapeake Energy Corp.'s chapter 11 bankruptcy filing on June 28, 2020. "In our view, these factors increase the risk that the notes may not be paid down in full by their August 2021 legal final maturity, and this risk is commensurate with a 'CCC (sf)' rating. As defined in our criteria, the 'CCC (sf)' level rating reflects our view that the related class is vulnerable to nonpayment and dependent upon favorable business, financial, and economic conditions in order to be paid interest and/or principal according to the terms of the transaction," S&P said. The transaction's production coverage ratios remains weak. The coverage ratio is a measurement of excess production or cushion to the transaction (actual production divided by scheduled delivery in each month). The most recently reported production levels, reflecting May 2020 production, indicate a gas coverage ratio of approximately 0.89x and an oil coverage ratio of approximately 0.85. The long-term average coverage trend has remained weak, exacerbated by the stressed energy market that further constrains the economics surrounding future oil and gas production that the transaction depends on for debt service. "We believe the June 28, 2020, chapter 11 bankruptcy filing of Chesapeake Energy Corp. increases the risk that CELLC could curtail production, such as by shutting certain wells, or default on its production and purchase obligations. Diminished production increases the risk that the notes will not receive timely interest or ultimate principal payment. The transaction does not have any liquidity reserve to cover interest shortfalls and has only until the August 2021 legal final maturity of the notes to catch up on any scheduled principal shortfalls," S&P said. "We will continue to review whether the rating currently assigned to the transaction remains consistent with the credit enhancement available to support the rating, and we will take further rating actions as we deem necessary," the rating agency said. GLOBAL ASSET: U.S. Trustee Appoints Creditors' Committee -------------------------------------------------------- The U.S. Trustee for Region 21 on Aug. 12, 2020, appointed a committee to represent unsecured creditors in the Chapter 11 case of Global Asset Rental, LLC. The committee members are: 1. Schaefer Container c/o Richard Winslow 5275 Westgate Drive Suite D Atlanta, GA 30336 Phone: 404-349-4524 Email: RWinslow@SchaeferContainers.com 2. HID Global Switzerland SA c/o Christopher R. Kirby Route de Pra-Charbon 27 1614 Granges (Veveyse) Switzerland Phone: +41 21 908 01 00 512-776-9009 Email: Christopher.kirby@hidglobal.com 3. MM Steel SRL c/o Fabio Metrangolo Via Alessandro Volta 2 Minervino Murge Bari, Italy 76013 Phone: + 39 329 860 5460 Email: alba.metrangolo@gmail.com Fabio.metrangolo@mmsteel.it 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 Asset Rental Global Asset Rental, LLC is an asset rental and logistics solutions company engaged in the business of renting plastic pallets and kegs. It is based in Orlando, Fla. Visit http://www.globalkeg.com for more information. Global Asset Rental, formerly known as Global Keg Rental, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 6:20-bk-04126) on July 23, 2020. Soneet R. Kapila, chief restructuring officer, signed the petition. In its petition, Debtor estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities. Genovese Joblove & Battista, P.A., serves as bankruptcy counsel. Soneet R. Kapila of KapilaMukamal, LLP is the chief restructuring officer. GOODNO'S JEWELRY: 36 North Wants Plan to Include Lease Payments --------------------------------------------------------------- Creditor 36 North, LLC objects to the Plan of liquidation and disclosure statement of Debtor Goodno’s Jewelry Inc. At the time of the bankruptcy filing, the Debtor leased from the Creditor retail premises in a shopping center located at 2821 36th Ave NW #100, Norman, OK 73072. Pursuant to 11 USC 365(d)(4)(A), the Debtor had 120 days to accept or reject the lease. The Debtor never accepted or rejected the lease within that time and therefore, was deemed rejected. 36 North avers that the Debtor had an obligation to pay the lease payments to protect and preserve the estate. But it notes that the Plan presented by the Debtor does not provide for the payment of the Creditor's administrative claim. Moreover, it adds that the Plan does not provide sufficient information as to the assets available to satisfy the Credior's non-priority claim. A full-text copy of the Creditor's objection to plan and disclosure statement dated July 10, 2020, is available at https://tinyurl.com/ycvzdje5 from PacerMonitor at no charge. Attorney for 36 North: Eugene K. Bertman Tally, Turner & Bertman, P.C. 219 E. Main St. Norman, OK 73069 Telephone: 405-364-8300 Facsimile: 405-364-7059 E-mail: gbertman@ttb.law 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. GREATER APOSTOLIC: Examiner's $3.5M Sale of San Diego Props. Okayed ------------------------------------------------------------------- Judge Margaret M. Mann of the U.S. Bankruptcy Court for the Southern District of California authorized Christopher R. Barclay, the chapter 11 examiner with expanded powers for the bankruptcy estate of Greater Apostolic Faith Temple Church, Inc., to sell the estate's right, title, and interest in the three parcels of real property commonly known as (a) 138 28th Street, San Diego, California, APN 535-542-14-00 ("Church Property"); (b) 2754 Imperial Avenue, San Diego, California, APN 535-542-05-00; and (c) 2810 L Street, San Diego, California 92102, APN 545-271-15-00, to 7227 Saranac, LLC and/or its nominee $3,530,260, pursuant to the terms of their Purchase and Sale Agreement dated July 17, 2020, as amended. The sale is free and clear of the following liens, claims, and encumbrances: a. The deed of trust to secure indebtedness dated Dec. 20, 2006, granted by the Debtor in favor of trustee, PRLAP, Inc., for the benefit of Bank of America N.A., and recorded in the Official Records of the County of San Diego on Dec. 29, 2006, as Document No. 2006-0924653, the beneficial interest in which is currently held by 138 28th San Diego, LLC pursuant to an Assignment recorded in the Official Records of the County of San Diego County on Dec. 2, 2014, as Document No. 2014-0524012 ("138 28th San Diego, LLC Lien"). b. The deed of trust dated Dec. 10, 2018, granted by the Debtor in favor of trustee, Chicago Title Co., for the benefit of Procopio Cory Hargreaves & Savitch, LLP, and recorded in the Official Records of the County of San Diego on Dec. 17, 2018, as Document No. 2018-0514800 ("Procopio Lien"). c. The tax lien in the amount of $11,772 in favor of the United States of America recorded in the Official Records of the County of San Diego on May 1, 2019, as Document No. 2019-0161701 ("First Tax Lien"). d. The tax lien in the amount of $5,940 in favor of the United States of America recorded in the Official Records of the County of San Diego on May 24, 2019, as Document No. 2019-0198583 ("Second Tax Lien"). e. Any rights or claims arising out of or related to the Notice of Pending Action (Lis Pendens) recorded by Capexco US GP, Inc. in the Official Records of the County of San Diego on Feb. 14, 2019, as Document No. 2019-0053386 ("Capexco Lis Pendens"), or the underlying civil action, S.D.S.C. Case No. 37-2019-00008246-CU-BC-CTL. The Examiner is authorized to pay the following amounts directly out of escrow: a. The Total Allowed Secured Claim due to 138 28th San Diego, LLC under the Stipulation for Allowance of Claim, approved by the Court's Order dated July 21, 2020. b. The $20,000 break-up fee due to the Back-up Bidder upon the closing of the sale to the Winning Bidder. c. The real estate broker's commissions due on the sale of the Properties and previously approved by the Court's Order dated May 22, 2020. d. The current real property taxes and other customary escrow fees and costs of sale. The remaining net proceeds from the sale of the Properties will be retained by the Examiner for the benefit of the bankruptcy estate pending further order of the Court. The 138 28th San Diego, LLC Lien (to the extent not paid in full through escrow), the Procopio Lien, the First Tax Lien, the Second Tax Lien, and any rights or claims arising out of or related to the Capexco Lis Pendens will attach to the net sale proceeds to the same extent, validity, and priority that existed on the Properties immediately prior to the sale. The Examiner is authorized to open an account in the bankruptcy estate's name for purposes of holding the net sale proceeds. Notwithstanding Federal Rules of Bankruptcy Procedure 6004(h), the Order will take effect immediately upon entry. In the event the sale of the Property to the Winning Bidder fails to close for any reason, the Examiner is authorized to sell the Properties to the Back-up Bidder for the amount of its last bid ($3,520,260). The Debtor will vacate and deliver physical possession of the Church Property to the Winning Bidder (or the Back-up Bidder) no later than 45 days after the sale to the Winning Bidder (or Back-up Bidder) closes. A hearing on the Motion was held on July 22, 2020 at 2:00 p.m. About Greater Apostolic Faith Temple Church Inc. Greater Apostolic Faith Temple Church Inc., a religious organization in San Diego, Calif., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No. 19-02820) on May 14, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. The Speckman Law Firm is the Debtor's counsel. On July 17, 2019, the Court appointed Mike Habib of Coldwell Commercial as listing agent. GUGERLI HOLDINGS: Has Until Oct. 7 to File Plan & Disclosures ------------------------------------------------------------- Judge Stephani W. Humrickhouse has entered an order directing debtor Gugerli Holdings, LLC, to file a plan and disclosure statement on or before Oct. 7, 2020. July 30, 2020 at 10:00 a.m. in Room 208, 300 Fayetteville Street, Raleigh, NC 27601 is the status conference. A full-text copy of the order dated July 10, 2020, is available at https://tinyurl.com/yawmmqbl from PacerMonitor.com at no charge. About Gugerli Holdings Gugerli Holdings, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 20-02492) on July 9, 2020, listing under $1 million in both assets and liabilities. Debtor has tapped Sasser Law Firm as its legal counsel. HALLOWELL HOUSE: Involuntary Chapter 11 Case Summary ---------------------------------------------------- Alleged Debtor: Hallowell House, LLC 101 Second Street Hallowell, ME 04347 Involuntary Chapter 11 Petition Date: August 12, 2020 Court: United States Bankruptcy Court District of Maine Case Number: 20-10375 Judge: Hon. Michael A. Fagone Name of Petitioner: Dirigo Capital Advisors, LLC 2 Main Street Topsham, ME 04086 Nature of Petitioner's Claim & Claim Amount: Money Loaned, $103,527 Petitioner's Counsel: George J. Marcus, Esq. MARCUS CLEGG 16 Middle Street, Unit 501 Portland, ME 04101 Tel: 207-828-8000 A full-text copy of the Involuntary Petition is available for free at PacerMonitor.com at: https://tinyurl.com/y597bgdj HAMILTON PROJECTS: S&P Rates $900MM Sr. Secured Term Loan B 'BB-' ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' final rating to Hamilton Projects Acquiror LLC's $900 million senior secured term loan B, based on its review of the financing documents, which conform to its requirements. Hamilton is a two-asset combined-cycle gas turbine power portfolio with a total of 1,671 megawatts (MW) nameplate capacity based in northeastern Pennsylvania. The Liberty power project in Bradford County has a rated capacity of 763 MW (summer) and 829 MW (winter). Similarly, the Patriot power project in Lycoming County has a rated capacity of 763 MW (summer) and 842 MW (winter). Liberty and Patriot, which entered commercial operations in mid-2016, sell the power produced into Pennsylvania-New Jersey-Maryland Interconnection's (PJM) Penelec zone and Pennsylvania Power and Light (PPL) zone, respectively. The Mid-Atlantic Area Council (MAAC) region still has a sizeable share of coal capacity, so S&P thinks combined-cycle gas-fired units should remain profitable, whereas coal-based generation units will continue to struggle economically. S&P forecasts Liberty and Patriot of the Hamilton portfolio and some merchant generators, especially those in unconstrained regions in PJM, to realize low average spark spreads below $10/MWh in 2020. However, S&P projects an average spark spread in the low-teen area over Hamilton's 7-year debt tenor. Winter and summer are peak seasons for energy use that provide generators the opportunities to generate higher cash flows. Nevertheless, the mild 2019-2020 winter has put downward pressure on power prices and the weakness in pricing has been exacerbated by low-cost natural gas in TETCO M3, Transco Leidy, TGP Z4 300 Leg, etc. S&P observed daily on-peak prices in several major PJM power hubs hovering in the high teens and low-$20s per MWh areas for over the past few months. This also means that daily off-peak prices were much lower that resulted in fewer full load dispatch opportunities during off-peak periods. S&P does not expect power prices to improve in the second half of 2020 because lower natural gas prices continue to weigh significantly on power prices. This does not mean that merchant gas-fired generators will underperform because many could offset the low spark spreads through higher generation, which S&P saw in some rated peers in PJM. Conceptually, mid-merit units (i.e., units that fall between baseload and peak load) like many efficient combined-cycle power plants dispatch at peak periods and dispatch down during off-peak due to lower power prices overnight. Depending on the economics, many operators often times run these mid-merit units at baseload around the clock with a marginal decrease on dispatch overnight, thus resulting in higher capacity factors and generation. Also nowadays, the only time when most coal-based generators could be competitive is when natural gas prices surge in colder winter days like what happened in January 2018. With the recent mild winter, diminished power demand, and perhaps a normal-to-mild summer, more higher variable cost coal-based generators are at risk and S&P believes significant retirements will commence again based on economic considerations and other environmental, social, and governance (ESG) factors. The stable outlook reflects S&P's expectation of Hamilton producing a debt service coverage ratio of at least 1.4x in all years during the debt tenor. S&P expects Liberty and Patriot, under new ownership, to maintain high availability and dispatch at capacity factors of 70%-80%. Under the current market condition in PJM, S&P projects realized spark spreads below $10 per MWh over the next 12 months with some recovery over time to the low-teens area. "We could downgrade the debt if Hamilton is unable to maintain DSCR of 1.35x on a sustained basis. This could stem from weak realized spark spreads due to unfavorable PJM power prices in a low-cost natural gas environment; unplanned outages that require a full plant shutdown for extensive period; or economic factors in which the power plants are regularly kept at minimum load. We could consider a downgrade if Hamilton fails to pay down the term loan B significantly through the excess cash flow sweep," S&P said. "We could consider raising our debt rating if we believed Hamilton could achieve DSCRs of 1.8x on a sustained basis, including the refinancing period in our base case. This could stem from secular developments in the PJM wholesale market that positively influence the power and capacity prices for an extensive period, steady operational performance, and the continued access to relatively inexpensive natural gas feedstock," the rating agency said. HARVEST PLASMA: $2M Sale of Mount Pleasant Property Approved ------------------------------------------------------------ Judge Jefferey A. Deller of the U.S. Bankruptcy Court for the Western District of Pennsylvania authorized Harvest Plasma Torch Corp.'s sale of the real property located at 221 Westec Drive, Mount Pleasant, Westmoreland County, Pennsylvania to Maris Worthing Trust, Francis X. Delallo, Trustee, for $2.025 million. The sale is free and clear of all liens, claims and encumbrances. The Purchase Sale Agreement is approved in its entirety, and the Debtor and the Real Property Successful Bidder are authorized to fully perform thereunder. The Real Property is being sold "as is-where is, with all faults" without any representations or warranties from the Debtor as to the quality or fitness of such assets for either their intended use or any other purpose. With five days following the consummation of the sale, the Debtor will file a report of the sale. Formal closing on the sale will occur within 30 days after entry of the Sale Confirmation Order confirming the auction. The net proceeds of the Real Property Successful Bid will be disbursed directly to the Debtor's Attorney, after deducing and paying at Closing the following expenses: (i) Municipal Authority of Westmoreland County for delinquent sewer and water; (ii) Municipal Authority of Westmoreland County for current sewer and water; (iii) delinquent real estate taxes, if any; (iv) current real estate taxes, pro-rated to the date of closing; and (v) the Court-approved broker commission. The automatic stay provisions of section 362 of the Bankruptcy Code are vacated and modified to the extent necessary to implement the provisions of the Order and the terms and conditions of the Purchase Sale Agreement. Pursuant to Federal Rules of Bankruptcy Procedure 6004(h) and 6006(d), the Order will not be stayed after its entry, but will be effective and enforceable immediately upon entry, and the stay provided in Bankruptcy Rules 6004(h) and 6006(d) are expressly waived and will not apply. Accordingly, the Debtor is authorized and empowered to close the sale contemplated by the Order immediately upon entry of the Order. A copy of the Agreement is available at https://tinyurl.com/yy5rjekq from PacerMonitor.com free of charge. About Harvest Plasma Torch Corp. Harvest Plasma Torch is an industrial torch company that manufactures high temperature torches to convert solid waste into synthetic gas, which can be used to generate electricity. On May 10, 2019, creditors Ronald Klatt, William Grichin and Denton Hough filed an involuntary Chapter 11 petition against the company (Bankr. W.D. Pa. Case No. 19-21929). The case is assigned to Judge Jeffery A. Deller. Bernstein-Burkley, P.C., is the Debtor's bankruptcy counsel. HARVEST PLASMA: Creditors to Get Paid from Asset Sale Proceeds -------------------------------------------------------------- Debtor Harvest Plasma Torch Corporation and the Official Committee of Unsecured Creditors filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a Joint Plan of Reorganization and a Disclosure Statement on July 10, 2020. The Plan provides for the creation of a liquidating trust and sale of the Debtor's real property and, if necessary, its remaining assets, the proceeds of which are anticipated to repay allowed claims in full. The Debtor's real property consists of the real estate located at 221 Westec Drive, Mount Pleasant, Westmoreland County, Pennsylvania, the improvements thereon, including an industrial building that is over 66,000 square feet, and certain personal property and fixtures located on the property. The Debtor's remaining assets consist of, among other things, the Debtor's intellectual property. In order to prevent the consummation of the sale of the Real Property and the Remaining Assets, the Equity Interests shall have the right to and must (a) contribute $3,500,000 to the Debtor no later than Aug. 1, 2020, which will be used to repay allowed claims in full, and (b) in the event the notice of the successful bidder for the purchase of the Real Property is submitted in accordance with the Bid Procedures Order, contribute an additional $50,000 to the Debtor no later than Aug. 1, 2020, which will be used to pay said bidder as compensation for the cancelled sale and its expenses in connection with the sale. All resulting funds from the sale of the Debtor's assets and all other available proceeds will be distributed by the Liquidating Trustee to certain holders of allowed claims as against the Debtor, whose allowed claims against the Debtor will be exchanged for a pro rata beneficial interest in the Liquidating Trust. Holders of Class 3 general unsecured claims are estimated to recover 100 percent of their allowed claims. They will receive a distribution from the Liquidating Trust of their pro rata share of the proceeds available as soon as practicable after the sale of the assets and after payment of all higher priority Claims. Holders of equity interests in Class 4 will not receive any Distribution under this Plan until the Holders of Allowed General Unsecured Claims have been paid in full. The Plan provides for the liquidation of the Real Property and Remaining Assets and the distribution of the net proceeds. A full-text copy of the Disclosure Statement dated July 10, 2020, is available at https://tinyurl.com/y7mga4ot from PacerMonitor.com at no charge. The Debtor is represented by: Kirk B. Burkley, Esq. Keila Estevez, Esq. BERNSTEIN-BURKLEY, P.C. 707 Grant Street, Suite 2200, Gulf Tower Pittsburgh, PA 15219 Telephone: (412) 456-8100 Facsimile: (412) 456-8135 - and - David W. Parham, Esq. Amy M. Leitch, Esq. AKERMAN LLP 2001 Ross Avenue, Suite 3600 Dallas, TX 75201 Telephone: (214) 720-4300 Facsimile: (214) 981-9339 Attorneys for the Official Committee of Unsecured Creditors: William C. Price, Esq. CLARK HILL PLC 301 Grant Street, 14th Floor Pittsburgh, PA 15219 Telephone: (412) 394-7776 Facsimile: (412) 394-2555 About Harvest Plasma Torch Corp. Harvest Plasma Torch is an industrial torch company that manufactures high temperature torches to convert solid waste into synthetic gas, which can be used to generate electricity. On May 10, 2019, creditors Ronald Klatt, William Grichin and Denton Hough filed an involuntary Chapter 11 petition against the company (Bankr. W.D. Pa. Case No. 19-21929). The case is assigned to Judge Jeffery A. Deller. Bernstein-Burkley, P.C., is the Debtor's bankruptcy counsel. HERSCHEND ENTERTAINMENT: S&P Assigns 'B' ICR; Outlook Negative -------------------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to themed entertainment owner and operator Herschend Entertainment Co. LLC (along with co-borrowers Herschend Adventure Holdings LLC and Harlem Globetrotters International Inc.). The outlook is negative. S&P assigned its 'B' issue level rating and '3'. recovery rating to the proposed senior secured term loan. "Although the COVID-19 pandemic and U.S. recession will sharply reduce Herschend's 2020 revenue and EBITDA, we expect park attendance to begin recovering in the second half of 2020 and in 2021, and leverage to improve to below 6x in 2021," S&P said. Herschend closed all of its assets in late March in response to the COVID-19 pandemic, which caused it to generate near zero revenue and burn cash until it began to reopen some assets in late May. S&P's expectation is that EBITDA will be very low and leverage will be very high in 2020, before a recovery in attendance in 2021 improves revenue and EBITDA and drives leverage below 6x. The company will add significant cash to the balance sheet, and should have around $150 million in liquidity following the proposed term loan B issuance. This liquidity should provide a buffer under S&P's current base case and if attendance is distressed in the company's theme parks and other assets more than S&P currently anticipates. "As a result of COVID-19 closures, and suppressed demand upon reopening, we believe Herschend's revenues will decline around 60%-65% in 2020. We assume revenue in 2021 remains around 20%-30% below 2019 levels, as a result of the steep recession, consumer apprehensions until there is a medical solution to the virus, and capacity and other restrictions in most of the company's business lines, and our assumption the Harlem Globetrotters will be unable to tour until there is a successful medical solution to COVID-19," S&P said. "We expect EBITDA to be very low in 2020, recovering significantly in 2021 but remaining about 40% below 2019," the rating agency said. The company's revenue and EBITDA are concentrated at its three theme parks, particularly at Dollywood, its normalized cash flow base is smaller than rated peers, and the company faces some seasonality and weather-related risks. While Herschend has diversified through its acquisitions of the Harlem Globetrotters (2013) and Pink Adventure Tours (2018), the company generated about 58% of its 2019 EBITDA from its three theme parks. Compared with rated regional theme park peers, Herschend generates less revenue and EBITDA, owns fewer parks, and has less geographic diversity. However, many of Herschend's assets are located in Tennessee, Missouri, and Georgia, states that have experienced a rapid rise in cases in July 2020 but also may allow the company to keep its assets open. This may help Herschend recover attendance and revenue at a moderately faster pace than some other theme park operators, as long as consumers are willing to visit the parks. S&P's rating also incorporates the company's exposure to seasonality and weather-related risks faced by amusement parks compared with some other leisure operators. Partially offsetting these risk factors are the company's portfolio of drive-to assets, which may recover faster than destination-oriented properties during economic downturns and periods of reduced consumer spending, and the positioning and high quality of its assets, particular its Dollywood and Silver Dollar City parks. Dollywood and Silver Dollar City benefit from strong brand equity in their local markets, industry awards and recognition, and premium attractions that differentiate their parks within the regions that they operate. Herschend is exposed to limited competition from other theme park operators of similar asset quality in its markets. Dollywood and Silver Dollar City's nearest theme park competitors, which include Carowinds, Holiday World and Six Flags Over Georgia for Dollywood and Worlds Of Fun and Six Flags St Louis for Silver Dollar City, are over 150 miles away, limiting the competition for local consumers. Because of the considerable barriers to entry to theme park development, including high capital costs and stringent regulations, it is unlikely that a competitor park will be developed in the markets in which Herschend operates. Herschend's liquidity and potential recovery in cash flows partially offset its high lease adjusted leverage. "Pro forma for the issuance of the term loan B, we expect the company will have about $150 million of unrestricted cash. While the company burned cash when all of its assets were closed from late March through late May, it is our understanding that the portfolio is currently generating modest positive cash flow when adjusted for one time expenses," S&P said. "Additionally, the company generated substantial cash flow from operations prior the pandemic, and if attendance can recover under our base case assumptions, the company could generate cash flow from operations to debt that are good for the current rating," S&P said. Environmental, Social, and Governance (ESG) credit factors for this credit rating change: -- Health and safety The negative outlook reflects the possibility S&P could lower the rating if Herschend's recovery is slower than expected, causing the company's revenue, EBITDA, and cash flow to underperform the rating agency's base case in a manner that causes leverage to be sustained above 6x. "We could lower ratings if lease adjusted debt to EBITDA is sustained above 6x in 2021 due to a potential slower recovery in attendance," S&P said. "It is unlikely that we will revise our outlook on Herschend to stable for the duration of the pandemic. Although unlikely within the next 12 months, we could raise ratings on the company if we believe it will sustain leverage below 5x," the rating agency said. HORIZON GLOBAL: S&P Withdraws 'CCC' Issuer Credit Rating -------------------------------------------------------- S&P Global Ratings withdrew all of its ratings on Horizon Global Corp. due to a lack of sufficient information to maintain them. At the time of the withdrawal, S&P rated the company 'CCC' with a negative outlook. HUDSON RIVER TRADING: S&P Affirms 'BB-' ICR; Outlook Stable ----------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' issuer credit and senior secured debt ratings on Hudson River Trading LLC. S&P also assigned its 'BB-' rating to the firm's senior secured term loan B add-on. The outlook on the issuer credit rating remains stable. "Our ratings on HRT reflect its adequate capitalization and highly profitable high-frequency trading franchise. We believe the firm's operational risk, reliance on short-term prime broker funding, and transactional principal trading revenue--which can vary quarter by quarter--partially offset these strengths," S&P said. Founded in 2002, HRT is a holding company for regulated and nonregulated subsidiaries in the U.S., Europe, and Asia-Pacific. Its business consists of both principal trading and market-making of electronically traded financial products, including U.S. and international equities, fixed income, currencies, futures, options, and commodities, with some concentration in cash equities, particularly U.S. cash equities. HRT is one of the larger independent high-frequency trading firms, which gives it the scale to invest in the technology necessary to stay competitive. While it is less likely over the near term, S&P believes the firm's large U.S. cash equities trading could be exposed to regulatory risk or changes in market structure. HRT uses technology to rapidly trade a very large volume of financial instruments relative to its capital, with millions of transactions per day. Like all high-frequency trading firms, HRT has elevated operational risk, in S&P's view, because of its reliance on complex algorithms and automated risk-management functions. The firm has many safeguards in place, including built-in limits on the amount of capital devoted to any trading strategy and automatic halts to trading in strategies for a variety of reasons. HRT's trading and operational track record suggests that its risk-management practices have worked well. Further, its tangible equity provides capacity to help absorb trading losses if its trading system risk controls fail. "We view capitalization as adequate given our expectation that the firm's risk-adjusted capital (RAC) ratio will remain above 10%. The size of the period-end balance sheet has grown considerably with the growth of the firm's trading operations, including more positions held overnight. However, retention of strong earnings, particularly in the first half of 2020, has built up equity such that we expect as the firm deploys the additional trading capital to expand its trading operations, the RAC ratio will remain above 10%," S&P said. The growth in the firm's balance sheet has increased HRT's use of short-term financing, principally from prime brokers. That said, S&P views HRT's funding and liquidity as adequate for the rating given its maintenance of significant excess trading capital. The new debt proceeds and the recent addition of a committed term liquidity facility provide additional liquidity and augment HRT's uncommitted settlement line. "Our issuer credit and debt ratings on HRT are two notches lower than the group credit profile to reflect that the debt-issuing nonoperating holding company is structurally subordinated to its operating subsidiaries and open to potential regulatory interference in dividends to the parent," S&P said. S&P rates the firm's senior secured term loan B at the same level as the issuer credit rating given the lack of higher-priority debt obligations at the holding company. "The stable outlook reflects our expectation that HRT will maintain supportive operational performance, capitalization, and liquidity as it continues to expand its trading operations and risk. Specifically, we expect the firm will maintain profitability, a RAC ratio above 10%, and adequate funding and liquidity," S&P said. Over the next 12 months, S&P could lower the ratings if: -- The firm grows market risk more rapidly than expected; -- It suffers a material operating loss; -- The RAC ratio declines below 10% on a sustained basis; or -- Available liquid capital declines materially. While it is unlikely over the outlook horizon, S&P could raise its ratings on HRT if it increases its RAC ratio above 15% on a sustainable basis. HVI CAT CANYON: Trustee Seeks Approval to Hire Tax Consultant ------------------------------------------------------------- Michael McConnell, the Chapter 11 trustee for HVI Cat Canyon, Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Assessment Technologies as his real property tax consultant. The firm will provide the following tax compliance services: -- serve as agent of record for all issues with the tax office related to tax assessment on Debtors' properties; -- prepare annual returns: -- prepare Oil & Dissolved Gas Production Report forms for the properties owned by Debtor's bankruptcy estate; -- respond to requests for information including Change in Ownership Statements and other related requests; and -- review calculations and assumptions produced by the appropriate appraisal or assessing authority. Assessment Technologies will be paid at hourly rates for its tax compliance services as follows: Partners $550 per hour Senior Consultants $425 per hour Consultants $350 per hour Professional Staff $250 per hour Administrative Staff $150 per hour Research Staff $100 per hour For the filing of the 2020 tax returns in Santa Barbara, Kern and Orange Counties, the firm has agreed to charge a flat aggregate fee of $5,500. services. Assessment Technologies will also provide the following tax consulting services: -- analyze the economic feasibility of attaining reduced property tax assessments or taxes; -- prepare all necessary administrative appeals; and -- represent the trustee before concerned authorities (at the firm's sole discretion) to negotiate the lowest possible property value or assessment. For tax consulting services, Assessment Technologies will receive a fee of 40 percent of the "net tax savings" achieved, payable at the time that the assets are sold. In the event that the trustee's legal counsel successfully negotiates a real property tax savings with Santa Barbara, Kern or Orange Counties as part of the sale of Debtor's property, the firm will only be paid a reduced fee of 20 percent of the net tax savings. Net tax saving is determined by deducting from tax savings all expenses incurred by Assessment Technologies. Assessment Technologies and all of its partners and associates are disinterested persons within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: John Lammert Assessment Technologies 40 N.E. Loop 410, Suite 607 San Antonio, TX 78216 Tel: 210-270-9592 Email: jlammert@attaxadvisory.com About HVI Cat Canyon HVI Cat Canyon, Inc., a privately held oil and gas extraction company in New York, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-12417) on July 25, 2019. At the time of the filing, Debtor was estimated to have assets of between $100 million and $500 million and liabilities of the same range. On Aug. 28, 2019, the case was transferred to the U.S. Bankruptcy Court for the Northern District of Texas. On Sept. 12, 2019, the case was transferred to the U.S. Bankruptcy Court for the Central District of California and was assigned a new case number (Case No. 19-11573). Debtor has tapped Weltman & Moskowitz, LLP as its bankruptcy counsel, Cappello Global, LLC and Camden Financial Services as financial advisors, and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. On Aug. 9, 2019, the Office of the U.S. Trustee appointed a committee of unsecured creditors in Debtor's case. The committee has tapped Pachulski Stang Ziehl & Jones LLP and Cole Schotz P.C. as its legal counsel, and Conway MacKenzie, Inc. as its financial advisor. Michael A. McConnell was appointed as Chapter 11 trustee for Debtor's bankruptcy estate. He is represented by Danning, Gill, Israel & Krasnoff, LLP. CR3 Partners, LLP and Assessment Technologies serve as the trustee's financial advisor and real property tax consultant, respectively. IMPACT GLASS: Unsecured Creditors to Receive $132K Over 5 Years --------------------------------------------------------------- Impact Glass Services, LLC, filed the First Amended Disclosure Statement describing Plan of Reorganization dated July 10, 2020. Class 10 General Unsecured Claims will be paid $132,081. This amount shall be paid with equal monthly payments for 60 months of $2,201.35 beginning within 30 days following entry of the confirmation order, on a pro rata basis. General unsecured creditors who file a valid proof of claim will receive payment on a pro-rata basis. Members in Class 11 will retain their equity in the Debtor based on the payment of new value by funding this plan when necessary, relinquishing of their unsecured claims which total $243,809 and their further operation of the Debtor at salaries below market rate. Payments and distributions under the Plan will be funded by the Debtor's revenue stream and when and if necessary, the Debtor's managing members. A full-text copy of the First Amended Disclosure Statement dated July 10, 2020, is available at https://tinyurl.com/yacznpf9 from PacerMonitor at no charge. About Impact Glass Services Impact Glass Services, LLC -- https://www.impactglassmiami.com/ -- specializes in commercial and residential glass services. It has been serving the glass needs for homeowners, condo associations, property managers, business owners and high-end construction companies of South Florida since 2009. Impact Glass Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-22046) on Sept. 9, 2019. At the time of the filing, the Debtor was estimated to have assets of between $500,000 and $1 million and liabilities of between $1 million and $10 million. Judge John K. Olson oversees the case. The Debtor is represented by the Law Offices of Richard R. Robles, P.A. INFRASTRUCTURE SOLUTION: Aug. 25 Disclosure Statement Hearing Set ----------------------------------------------------------------- On July 6, 2020, Robert Chernicoff filed with the U.S. Bankruptcy Court for the Middle District of Pennsylvania a disclosure statement and plan for Debtor Infrastructure Solution Services, Inc. On July 10, 2020, Judge Henry W. Van Eck ordered that: * Aug. 25, 2020 at 09:30 AM at Ronald Reagan Federal Building, Bankruptcy Courtroom (3rd Floor), Third & Walnut Streets, Harrisburg, PA 17101 is the hearing to consider approval of the disclosure statement. * Aug. 14, 2020 is fixed as the last day for filing and serving in accordance with Federal Rules of Bankruptcy Procedure 3017(a) written objections to the disclosure statement. * Within seven days after entry of this order, the disclosure statement and plan will be distributed in accordance with Federal Rule of Bankruptcy Procedure 3017(a). A copy of the order dated July 10, 2020, is available at https://tinyurl.com/yby38t2q from PacerMonitor.com at no charge. The Debtor is represented by: Robert E Chernicoff Cunningham and Chernicoff PC 2320 North Second Street Harrisburg, PA 17110 About Infrastructure Solution Services Infrastructure Solution Services Inc. is a provider of green stormwater infrastructure solutions in the Philadelphia market. Based in Jonestown, Pa., Infrastructure Solution Services filed a Chapter 11 petition (Bankr. M.D. Pa. Case No. 19-03915) on Sept. 13, 2019. In the petition signed by Corey Wolff, director, the Debtor estimated $1 million to $10 million in both assets and liabilities. Subsidiary Happy Endings Holdings, LLC, also filed for Chapter 11 (Bankr. M.D. Pa. 19-03916) on Sept. 13, listing under $1 million in assets and $1 million to $10 million in liabilities. Another subsidiary, ISS Management, LLC, a privately held company whose principal assets are located at 156 S Bethlehem Pike Ambler, PA 19002, filed for Chapter 11 bankruptcy protection (Bankr. M.D. Pa. Case No. 19-04825) on Nov. 12. In its petition, ISS estimated $1 million to $10 million in both assets and liabilities. All three cases are jointly administered under Infrastructure Solution Services'. The Hon. Henry W. Van Eck oversees the cases. The petitions were signed by Corey Wolff, director of Infrastructure Solution Services. Robert E. Chernicoff, Esq., at Cunningham Chernicoff & Warshawsky, P.C., serves as the Debtors' bankruptcy counsel. IRON MOUNTAIN: S&P Rates New $850MM Senior Unsecured Notes 'BB-' ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '3' recovery rating to Iron Mountain Inc.'s (IRM) proposed $850 million senior unsecured notes due in 2031. The '3' recovery rating reflects S&P's expectations of meaningful (50%-70%; rounded estimate: 50%) recovery in the rating agency's simulated default scenario. The company intends to use the proceeds to redeem its 5.375% senior Canadian dollar notes due in 2023, 3% senior euro notes due in 2025, 5.375% senior notes due in 2025, and $500 million senior unsecured notes due in 2021, and repay a portion of outstanding revolving credit facility borrowings. The refinancing removes the last series of notes with more restrictive 6.5x leverage incurrence of indebtedness covenant. IRM's operating performance in the second quarter of 2020 was much better than expected, with reported revenue declining 7.9% compared to S&P's expectation for a 15% decline. The company demonstrated good ongoing growth in its leasable and leased megawatts within its data center business and 2.3% constant-currency organic storage rental revenue growth. However, COVID-19 related business closures had a meaningful impact on IRM's services revenue (23.1% constant-currency decline in the second quarter) and its records management storage volumes. Although services activity appears to have troughed in May, S&P remains concerned the accelerated pace of digital transformation initiatives at IRM's clients or the lower use of paper records could slow organic records management storage growth. The negative outlook reflects uncertainty regarding IRM's operating performance amid expected earnings volatility because of the ongoing COVID-19 pandemic and the company's restructuring program, as well as its financial policy track record of favoring debt-financed investments and dividend payments over leverage reduction. "We could lower our rating on IRM if credit measures remain pressured and we become increasingly confident adjusted leverage will remain above 6x in the next 12-18 months or should we forecast a financial maintenance covenant violation. To revise our outlook to stable, we would need to see strong operating performance and a demonstrated commitment to sustain leverage below 6x while IRM realizes benefits from its extensive restructuring program," S&P said. J.C. PENNEY: Closes Kings Plaza & Manhattan Mall Locations ---------------------------------------------------------- NBC New York News reports that earlier in the summer, retailer J.C. Penney announced it would be closing 154 stores this summer after it filed for bankruptcy in May 2020. A Manhattan shopping center that was forced to close down amid the COVID-19 pandemic will eventually reopen, but one store located inside will noticeably not be reopening its doors. The J.C. Penney located in the Manhattan Mall near Herald Square has closed for good, the company said on Tuesday. The store was located just a few blocks from the famous Macy's flagship on West 34th Street, in an area littered with other stores and shopping destinations. J.C. Penney moved into the mall, formerly used as the Gimbels flagship, just over a decade ago in 2009. Its departure leaves the mall with no large department store retailer, instead housing a variety of smaller clothing stores and other shops. Along with the Manhattan store, the J.C. Penney location at Kings Plaza in Brooklyn will also be closing down for good. That location, near Marine Park, is currently open but will permanently close come September 27, and will likely begin its liquidation sale the week of July 12, 2020. Earlier in the summer, the retail chain announced it would be closing 154 stores this summer, with closing sales having started June 12. Other locations in New York (Bay Shore, Poughkeepsie, Valley Stream) were already slated for closure. There are still three other J.C. Penney locations throughout the five boroughs, in the Bronx, Brooklyn and Staten Island, that will remain open, and most locations have reopened after being forced to temporarily close due to COVID-19. About J.C. Penney Corp. J.C. Penney Corporation, Inc., is an American retail company, founded in 1902 by James Cash Penney and today engaged in marketing apparel, home furnishings, jewelry, cosmetics, and cookware. The company was called J.C. Penney Stores Company from 1913 to 1924, when it was reincorporated as J.C. Penney Co. On May 15, 2020, JCPenney announced that it has entered into a restructuring support agreement with lenders holding 70% of JCPenney's first lien debt. The RSA on templates agreed-upon terms for a pre-arranged financial restructuring plan that is expected to reduce several billion dollars of indebtedness. To implement the Plan, the Company 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). Kirkland & Ellis LLP is serving as legal advisor, Lazard is serving as financial advisor, and AlixPartners LLP is serving as restructuring advisor to the Company. Prime Clerk is the claims agent, maintaining the page http://cases.primeclerk.com/JCPenney J.C. PENNEY: Still Working on Deal for Going Concern Sale --------------------------------------------------------- Sindhu Sundar of WWD reports that J.C. Penney said it is still working toward a deal on a going concern sale. The retailer's advisers told a Texas bankruptcy court on Wednesday that constructive negotiations are still ongoing, and that the company believes it is close to an agreement. The retailer, which entered into Chapter 11 in May, has in recent weeks highlighted its plans to execute a swift going-concern sale as part of its efforts to reorganize into a property company and an operating one. J.C. Penney's attorney Joshua Sussberg of Kirkland & Ellis LLP has told the court that the company has received multiple bids so far, including from first lien lenders who had submitted a bid for the so-called Prop Co. and Op Co., as well as three additional ones for the operating company, which would comprise retail operations, some real estate, inventory and intellectual property. The ongoing discussions will determine what the bidder group for the company's business would look like. Sussberg has told the court the retailer believes it is close to a deal. Another hearing on updates in the case is expected to take place next week. On Wednesday, the retailer also obtained the court's approval for auction procedures on the sale of several dozen leases on stores that it plans to shut down. Penney's, which said in June that it is planning to close some 152 locations, has signaled plans to sell the leases on 142 stores that it is in the process of closing. Store closing sales have been ongoing, and the auctions on the leases to be sold are scheduled for Sept. 14 and Sept 15. "The auction procedures will streamline the debtors' efforts to capture substantial value from leases that they would otherwise be rejecting," an attorney for the retailer told the court during the hearing. The ability to reject and assume leases, which is part of the process in deciding which stores to close and which to keep and often renegotiate the terms on, is a key feature of the Chapter 11 process for retailers. Retailers can also use the bankruptcy process to market leases for sale, and often characterize it as a way to extract value from the leases of stores that are being shut down. In court filings, J.C. Penney has described these planned lease auctions of stores being closed as part of efforts toward "rationalizing" its real estate assets. "To that end, the debtors and their advisers have performed a comprehensive review of their real estate portfolio and have commenced the process of rejecting burdensome unexpired leases, conducting certain store closing sales...at certain of the debtors' locations, and renegotiating the terms of leases where a go-forward location may be feasible," the company said in a recent court filing. About J.C. Penney J.C. Penney Corporation, Inc., is an American retail company, founded in 1902 by James Cash Penney and today engaged in marketing apparel, home furnishings, jewelry, cosmetics, and cookware. The company was called J.C. Penney Stores Company from 1913 to 1924, when it was reincorporated as J.C. Penney Co. On May 15, 2020, JCPenney announced that it has entered into a restructuring support agreement with lenders holding 70% of JCPenney's 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, the Company 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). Kirkland & Ellis LLP is serving as legal advisor, Lazard is serving as financial advisor, and AlixPartners LLP is serving as restructuring advisor to the Company. Prime Clerk is the claims agent, maintaining the page http://cases.primeclerk.com/JCPenney JAGGED PEAK: David Cook Objects to Joint Plan of Liquidation ------------------------------------------------------------ David Cook objects to confirmation of the Joint Chapter 11 Plan of Liquidation of Jagged Peak, Inc., TradeGlobal, LLC, TradeGlobal North America Holdings, Inc., and Jagged Peak Canada, Inc., and Official Committee of Unsecured Creditors. Mr. Cook objects to the injunction provision of the Plan set forth in Section 12.12 as it has the effect of expanding, by way of an injunction, the releases given in the Plan. Mr. Cook avers that to the extent the releases, injunctions, and exculpations in the Plan release Non-Debtors from claims held by creditors of the Debtors, such provisions are impermissible. Mr. Cook objects to confirmation of the Plan to the extent necessary to clarify that nothing in the Plan, Global Settlement Agreement, any order entered confirming the Plan, or any other order or document relating to the Plan permits or authorizes the release, injunction, or exculpation of (a) SingPost Released Claims held by parties other than the Debtor Release Parties or (b) Mr. Cook's claims in the Ohio Litigation against any non-Debtors. A full-text copy of David Cook's objection to confirmation of the Joint Chapter 11 Plan of Liquidation dated July 10, 2020, is available at https://tinyurl.com/y7laz5c7 from PacerMonitor at no charge. Attorneys for Creditor David Cook: SYLVESTER & POLEDNAK, LTD. Jeffrey R. Sylvester, Esq. 1731 Village Center Circle Las Vegas, Nevada 89134 Jeffrey A. Marks, Esq. Anthony L. Osterlund, Esq. VORYS, SATER, SEYMOUR AND PEASE, LLP 301 E. Fourth St., Suite 3500 Cincinnati, Ohio 45202 About Jagged Peak Jagged Peak Inc. and its subsidiaries are software companies in Tampa, Florida. The Debtors deliver end-to-end global eCommerce solutions that help companies break into new markets and build customer base by creating a seamless experience across borders for all product types. Jagged Peak, Inc., based in Tampa, FL, and its affiliates sought Chapter 11 protection (Bankr. D. Nev. Lead Case No. 19-15959) on Sept. 16, 2019. In the petitions signed by CRO Jeremy Rosentha, Jagged Peak, and TradeGlobal, LLC, were estimated to have assets of $50 million to $100 million and liabilities of $10 million to $50 million; and TradeGlobal North America Holding, Inc., was estimated to have assets of $1 million to $10 million and liabilities of less than $50,000. The Hon. Mike K. Nakagawa oversees the cases. Gregory E. Garman, Esq., at Garman Turner Gordon, serves as bankruptcy counsel to the Debtors. BMC Group, Inc., is the claims and noticing agent to the Debtors. KM-T.E.H. REALTY 10: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- The Office of the U.S. Trustee on Aug. 11, 2020, disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of KM-TEH Realty 10, LLC. About KM-T.E.H. Realty 10 KM-T.E.H. Realty 10, LLC, is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)), whose principal assets are located at 3601 E Meyer Blvd., Kansas City, Mo. KM-T.E.H. Realty 10 sought Chapter 11 protection (W.D. Mo. Case No. 20-41151) on June 19, 2020. At the time of the filing, Debtor was estimated to have $1 million to $10 million in assets and liabilities. The Hon. Dennis R. Dow is the case judge. Debtor has tapped Kent Dryer, Esq., at Dryer Law Firm, LLC, as counsel. LE TOTE: U.S. Trustee Appoints Creditors' Committee --------------------------------------------------- John Fitzgerald, III, acting U.S. trustee for Region 4, on Aug. 12 appointed a committee to represent unsecured creditors in the Chapter 11 cases of Le Tote Inc. and its affiliates. The committee members are: 1. The CIT Group/Commercial Services, Inc. 11 W. 42nd Street New York, NY 10036 2. Liquidity Capital II, L.P. P.O. Box 10008 Willow House, Cricket Square Grand Cayman, KY1-1001 Cayman Islands 3. G-III Leather Fashions, Inc. 308 Herrod Blvd. Dayton, NJ 08810 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 Le Tote Inc. Le Tote, Inc. and its affiliates operate both an online, subscription-based clothing rental service and a full-service fashion retailer with 38 brick-and-mortar locations and a robust e-commerce platform. In response to the COVID-19 pandemic, Le Tote temporarily closed all retail locations in March 2020, although they continue to operate the Le Tote and Lord & Taylor websites. Le Tote and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 20-33332) on Aug. 2, 2020. At the time of the filing, Debtors disclosed assets of between $100 million and $500 million and liabilities of the same range. Debtors have tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their legal counsel, Kutak Rock LLP as local counsel, Berkeley Research LLC as financial advisor, and Nfluence Partners as investment banker. Stretto is the notice, claims and balloting agent and administrative advisor. LILIS ENERGY: Sets Bidding Procedures for All Assets ---------------------------------------------------- Lilis Energy, Inc., asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize the bidding procedures in connection with the auction sale of substantially all assets. The Motion is being filed solely as a precautionary alternative. As set forth in the Declaration of Joseph C. Daches in Support of Chapter 11 Petitions and First Day Pleadings and the restructuring support agreement ("RSA"), the preferred path of the Debtors, the Consenting RBL Lenders, and Värde Partners, Inc. -- holder of approximately $25.7 million of Prepetition Affiliate RBL Loans (Junior Tranche), all preferred equity, and approximately 10.37% of common equity -- is a consensual chapter 11 plan that will be funded with a $55 million new money equity commitment from Värde ("Värde Equity Investment"). The Debtors are filing the Motion so that, in the event Värde elects not to proceed with the Värde Equity Investment by Aug. 17, 2020, the Debtors will be prepared to quickly pivot to a sales process in accordance with the Bidding Procedures, which were heavily negotiated with, and have the support of, the Consenting RBL Lenders, and Värde. In the days and weeks leading up to the Petition Date, the Debtors, Värde, and the RBL Lenders engaged in extensive, arms'-length negotiations in an effort to reach a consensual agreement on the process for a restructuring best suited to address the Debtors' needs. Ultimately, the parties were able to reach agreement on the RSA, which, importantly, provided for much-needed DIP Facility to fund the Debtors' chapter 11 cases. The RSA provides the Debtors with a path to a confirmable chapter 11 plan of reorganization that will maximize value for their estates. The RSA also provides that if, by Aug. 17, 2020, certain conditions detailed therein have not been satisfied for the Restructuring Transactions or waived, the Debtors, with the support of the RSA Parties, will pursue the sales process contemplated by the Bidding Procedures. The Debtors may, by Sept. 25, 2020, in consultation with the Consultation Parties, propose to select one or more parties that have submitted an Bidder Qualification Summary and have subsequently submitted a Bid that complies with the Bid Requirements to act as the Stalking Horse Bidder with respect to substantially all of the Debtors' Assets and provide such Stalking Horse Bidder with the Bid Protections. The aggregate amount that may be paid to a Stalking Horse Bidder on account of any breakup fee will not exceed 3% of such Stalking Horse Bidders proposed Purchase Price, and aggregate amount of any expense reimbursement will not exceed $200,000. The salient terms of the Bidding Procedures are: a. Bid Deadline: Oct. 1, 2020, at 5:00 p.m. (CT) b. Initial Bid: Any initial Overbid to the Baseline Bid(s) will be no less than the value of the Baseline Bid(s)'s Purchase Price of the Assets, plus $500,000 plus the amount of the Bid Protections, if such Baseline Bid was a Stalking Horse Bid. c. Deposit: Each Bid must be accompanied by a cash deposit in an amount equal to the greater of (a) 10% of the cash portion of the Purchase Price and (b) $5 million, to be submitted by wire transfer to an escrow account to be identified and established by the Debtors. d. Auction: If the Debtors receive two or more Qualified Bids with respect to All Assets or the same or similar Asset Package, as applicable, then the Debtors will conduct the Auction to determine the Winning Bidder(s) with respect to such Assets. The Auction will take place at 11:00 a.m. (CT) on Oct. 6, 2020, and will be held electronically via video/telephone, or at such later date, time or other place, as selected by the Debtors or approved by order of the Court. If the Debtors receive one Qualified Bid with respect to All Assets or the same or similar Asset Package, as applicable, then the Debtors, in consultation with the Consultation Parties, may select such Qualified Bid as the Winning Bid and notify all other Bidders promptly thereafter. e. Bid Increments: $500,000 f. Sale Hearing: Oct. 13, 2020 at (TBD) (CT) g. Sale Objection Deadline: Oct. 9, 2020 at 5:00 p.m. (CT) h. The Agent and the DIP Agent will each have the right to credit bid for the Assets. The Debtors ask that the Court grants them authority, but with no obligation, to (i) to select a Stalking Horse Bidder for substantially all of their assets, and to enter into a Stalking Horse Agreement with such Stalking Horse Bidder, and (ii) in connection with any Stalking Horse Agreement with a Stalking Horse Bidder, (a) provide a breakup fee and (b) agree to reimburse reasonable and documented out-of-pocket fees and expenses. The Debtors ask that the Court approves the form of Auction and Sale Notice. They propose that within five business days of the entry of the Bidding Procedures Order, they will serve the Auction and Sale Notice and the Bidding Procedures Order upon all the Notice Parties. The Debtors also ask that the Court approves the form of Assumption and Assignment Notice. They propose the Assumption and Assignment Procedures for notifying the Contract Counterparties of proposed cure amounts in the event the Debtors decide to assume and assign such contracts or leases in connection with the Sale. On Sept. 21, 2020, the Debtors will file the Cure Notice with the Court and serve the Cure Notice on the Contract Counterparties, and will include to the Cure Notice the Contracts Schedule. The Assigned Contract Objection Deadline is Oct. 5, 2020, at 5:00 p.m. (CT). Finally, the Debtors ask that, upon entry of the Bidding Procedures Order, the Court waives the 14-day stay requirements of Bankruptcy Rules 6004(h) and 6006(d) to the extent they may be applicable to the Bidding Procedures Order. A copy of the Bidding Procedures is available at https://tinyurl.com/yckjojxz from PacerMonitor.com free of charge. About Lilis Energy Lilis Energy, Inc. -- https://www.lilisenergy.com/ -- is a publicly-traded, independent oil and natural gas company focused on the exploration, development, production, and acquisition of crude oil, natural gas, and natural gas liquids. Headquartered in Fort Worth, Texas, Lilis is a pure play Permian Basin company with focused operations in the Delaware Basin. Lilis Energy and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-33274) on June 28, 2020. As of Dec. 31, 2019, the Debtors had total assets of $258.6 million and total liabilities of $251.2 million. Judge David R. Jones oversees the cases. The Debtors tapped Vinson & Elkins, LLP as legal counsel; Barclays Capital, Inc., as investment banker and financial advisor; BDO, USA LLP as accountant and tax advisor; and Stretto as notice, claims and solicitation agent. LUBY'S INC: Says Conditions Exist that Raise Going Concern Doubt ---------------------------------------------------------------- Luby's, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $3,803,000 on $68,561,000 of total sales for the quarter ended March 11, 2020, compared to a net income of $6,632,000 on $74,423,000 of total sales for the quarter ended March 13, 2019. At March 11, 2020, the Company had total assets of $203,297,000, total liabilities of $112,685,000, and $90,612,000 in total shareholders' equity. The Company disclosed that conditions and events, in the aggregate, exist that raise substantial doubt about its ability to continue as a going concern. The Company said, "The Company sustained a net loss of approximately $15.2 million and cash flow from operations was a use of cash of approximately $13.1 million in fiscal year ended August 28, 2019. In the two quarters ended March 11, 2020 (a period prior to the COVID-19 pandemic), the Company sustained a net loss of $12.1 million and cash flow from operations was a use of cash of $5.9 million. "On March 13, 2020, shortly after the end of the Company's second quarter, President Trump declared a national emergency in response to the COVID-19 pandemic followed by Governor Greg Abbott of Texas issuing a public health disaster for the state of Texas on March 19, 2020. The Company took the necessary actions which further stressed the liquid financial resources of the Company. In response, the company borrowed the remaining $1.4 million available on its revolving line of credit with MSD Capital, borrowed $2.5 million on its Delayed Draw Term Loan, and applied for and received a $10.0 million PPP Loan. As of the date of this filing, the Company has no undrawn borrowing capacity under the Credit Agreement. Further, the Company does not believe that it would be able to secure any additional debt financing currently. "The full extent and duration of the impact of the COVID-19 pandemic on our operations and financial performance is currently unknown. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations and its ability to generate proceeds from real estate property sales to meet its obligations. The above conditions and events, in the aggregate, raise substantial doubt about the Company's ability to continue as a going concern. Notwithstanding the aforementioned substantial doubt, the accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern Management has assessed the Company's ability to continue as a going concern as of the balance sheet date, and for at least one year beyond the financial statement issuance date. The assessment of a company's ability to meet its obligations is inherently judgmental." A copy of the Form 10-Q is available at: https://is.gd/zTERVT Luby's, Inc. operates as a multi-brand restaurant company in the United States. It operates through three segments: Company-Owned Restaurants, Franchise Operations, and Culinary Contract Services. It was formerly known as Luby's Cafeterias, Inc. The Company was founded in 1947 and is headquartered in Houston, Texas. MACHINE TECH: Trust Custodian Buying Adel Property for $129K ------------------------------------------------------------ Machine Tech, Inc. asks the U.S. Bankruptcy Court for the Middle District of Georgia to authorize the private sale of the real property described as 202 Talley Street, Adel, Georgia to New Vision Trust Custodian FBO Ernie M. Eden Roth, IRA, for $129,000. The Debtor owns the Property. The Property is encumbered by a first priority lien in favor of Respondent Trust Bank in the amount of $557,018, per proof of claim no. 12. It will be paid the net sale proceeds at closing. Respondent Cook County Tax Commissioner claims a lien for property taxes in the amount of $1,308, per proof of claim no. 12. It will be paid in full at closing. Respondent Georgia Department of Revenue may claim liens for taxes in the amount of $59,048, per proof of claim no. 1. Respondent Georgia Department of Labor may claim liens for taxes. The Property is further encumbered by a lien in favor of Respondent FC Marketplace, LLC in the amount of $265,358, as evidenced by a certain fi fa recorded on Lien Docket 52, Page 59, Cook County, Georgia, records. The Property is further encumbered by a lien in favor of Respondent Steel Warehouse Co., LLC in the amount of $70,720, as evidenced by a certain fi fa recorded on Lien Docket 75, Page 484, Colquitt County, Georgia, records. Pursuant to an agreement entered into between the Buyer and the Debtor, the latter is to sell the Property for the gross amount of $129,000, free and clear of liens, claims, and encumbrances. The Buyer is an unrelated, non-insider party. The Debtor wishes to sell the Property in a private sale with commission of 5% to be collected at closing. The Debtor is advised that the market value of the Property is approximately $129,000. The liens of Georgia Department of Revenue; Georgia Department of Labor; FC Marketplace; Ryerson; and Steel Warehouse are in bona fide dispute. The Debtor feels that the offer submitted by the Buyer is fair and reasonable under the circumstances and that a sale of the Property would be beneficial to all parties in interest. A copy of the Agreement is available at https://tinyurl.com/y4rywpl2 from PacerMonitor.com free of charge. About Machine Tech Machine Tech, Inc., based in Adel, GA, filed a Chapter 11 petition (Bankr. M.D. Ga. Case No. 19-71340) on Nov. 1, 2019. In the petition signed by Joseph A. Bell, president, the Debtor was estimated to have $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Wesley J. Boyer, Esq., at Boyer Terry LLC serves as bankruptcy counsel. MCCLATCHY CO: Chatham to Name Hunter as CEO Upon Emergence ---------------------------------------------------------- Chatham Asset Management, LLC on Aug. 7, 2020, announced that Tony Hunter will become Chief Executive Officer of The McClatchy Company (OTC: MNIQQ), following the local news company's emergence from Chapter 11 and the completion of its Court-approved sale to Chatham, in September. McClatchy's asset purchase agreement with Chatham was approved by the U.S. Bankruptcy Court on August 4, 2020. The transaction is expected to close in September 2020, subject to customary closing conditions and the receipt of certain regulatory approvals. Mr. Hunter will succeed Craig Forman, McClatchy's CEO, who along with the current board and Chairman Kevin McClatchy, will leave the company upon McClatchy's emergence from its court-supervised reorganization. Mr. Hunter is an accomplished operating executive with extensive experience successfully leading large scale media organizations. He joined the Tribune Company in 1994, rising the ranks to Chief Executive Officer of Tribune Publishing and Publisher of the Chicago Tribune, a role he held from 2008 to 2016. During his tenure at Tribune, he led the company through bankruptcy amid a global recession and transformed the traditional publishing business into a thriving and competitive media and business services company. Mr. Hunter led the reinvention of Tribune's business model in a rapidly evolving business environment, investing in local differentiated content, new digital products and services, and brokering innovative strategic partnerships and initiatives. "Tony is an energetic, adaptive innovator with unparalleled expertise in the publishing industry. At this critical time for journalism, we are confident that his proven track record of implementing positive change and enhancing digital capabilities will serve McClatchy well. We look forward to furthering McClatchy's legacy of informing readers and providing meaningful value to the clients and communities its publications serve," said Chatham. "McClatchy has a well-earned reputation for independent journalism in the public interest, and I am humbled to lead this institution alongside Chatham, a longtime supporter of McClatchy and the publishing industry," said Mr. Hunter. "Craig and his team have had impressive success in transitioning to a digital business model, which we intend to accelerate. While honoring its past and continuing its commitment to essential local reporting, we will chart a new, sustainable path for McClatchy focused on customers, operational excellence, and organizational agility." "I have known Tony for several years, and we share mutual respect for one another and this industry. McClatchy is well positioned to grow from the strong foundation we have put in place," said Mr. Forman. Previously, Mr. Hunter served as Chairman of Nucleus Marketing Solutions, a collaborative venture between McClatchy, Gannett, Hearst, and Tribune, from 2016 to 2019, as well as Chairman of the News Media Alliance and a member of the Board of the Alliance for Audited Media. He serves on the Board of Metropolitan Family Services and is a former board member of United Way of Metro Chicago. Mr. Hunter earned a B.A. from Coe College, an M.B.A. from DePaul University, and is a non-practicing CPA. About McClatchy Co. 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. McClatchypublishes 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. METAL PARTNERS: Agrees to Terminate Exclusivity as to Committee --------------------------------------------------------------- Debtors Metal Partners Rebar, LLC with BRG Holding, LLC, BCG Ownco, LLC, BGD LV Holding, LLC, and the Official Committee of Unsecured Creditors ask the U.S. Bankruptcy Court for the District of Nevada to terminate the period within which the Debtors have the exclusive right to file a bankruptcy-exit plan as to the Committee only pursuant to 11 U.S.C. Sec. 1121(d)(1). The Debtors and the Committee have agreed to terminate the exclusivity period, which is set to expire on October 14, 2020, to ensure that the Committee has the ability to file its own plan, if necessary, to efficiently proceed to confirmation of a plan of reorganization. About Metal Partners Rebar Metal Partners Rebar, LLC, and four affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Lead Case No. 20-12878) on June 16, 2020. The petitions were signed by Joseph Tedesco, chief financial officer. At the time of the filing, Metal Partners Rebar disclosed estimated assets of $10 million to $50 million and estimated liabilities of $50 million to $100 million; BGD LV Holding, LLC disclosed estimated assets of $0 to $50,000 and estimated liabilities of the same range; BRG Holding, LLC disclosed estimated assets of $1 million to $10 million and estimated liabilities of $10 million to $50 million; and BCG Ownco, LLC disclosed estimated assets of $1 million to $10 million and estimated liabilities of $10 million to $50 million. The Honorable Mike K. Nakagawa oversees the cases. The Debtors tapped Saul Ewing Arnstein & Lehr LLP as their bankruptcy counsel; Larson & Zirzow, LLC as general reorganization co-counsel; High Ridge Partners, LLC as financial advisor; and SSG Advisors, LLC as investment banker. On July 14, 2020, the Office of United States Trustee appointed an Official Committee of Unsecured Creditors in the case. The Committee has retained as counsel: Cathrine M. Castaldi, Esq. Max Schlan, Esq. BROWN RUDNICK LLP 2211 Michelson Dr., Seventh Floor Irvine, CA 92612 Telephone: (949) 752-7100 E-mail: ccastaldi@brownrudnick.com mschlan@brownrudnick.com - and - Ryan J. Works, Esq. Amanda M. Perach, Esq. McDONALD CARANO LLP 2300 West Sahara Avenue, Suite 1200 Las Vegas, NV Nevada 89102 Telephone: (702) 873-4100 E-mail: rworks@mcdonaldcarano.com aperach@mcdonaldcarano.com METAL PARTNERS: Sept. 24 Auction of Substantially All Assets Set ---------------------------------------------------------------- Judge August N. Landis of the U.S. Bankruptcy Court for the District of Nevada authorized the bidding procedures proposed by Metal Partners Rebar, LLC and its debtor affiliates in connection with the sale of substantially all their assets to JRC OpCo, LLC, subject to overbid. The Stalking Horse Purchaser has agreed to: (a) acquire substantially all of the Debtors' assets for a cash payment of an amount equal to the outstanding debt owed to JPMorgan Chase Bank, N.A, immediately prior to closing, under the Prepetition Credit Agreement and the Pos-tpetition Credit Agreement collectively, less $2 million, and the assumption of certain related operating liabilities, and (b) serve as a "Stalking Horse Bidder," subject to certain bid protections and other bidding and sale procedures. The Debtors are authorized to execute the Amended Stalking Horse Agreement. The salient terms of the Bidding Procedures are: a. Bid Deadline: Sept. 23, 2020 at 10:00 a.m. (PT) b. Initial Bid: The aggregate consideration in a Bid must have a cash purchase price for the Purchased Assets of at least $34.5 million plus $250,000, less $1.65 million if such Bid is a Non-Real Estate Bid; provided, that with respect to a Real Estate Only Bid the aggregate consideration in a Bid must be not less than $1.65 million. c. Deposit: 5% of the cash and the value of the non-cash purchase price allocated to the Purchased Assets under the Modified APA d. Auction: The Sale Manager, on behalf of the Debtors, in consultation with the Committee and JPMorgan Chase Bank, N.A., is authorized to conduct an auction with respect to the Purchased Assets in accordance with the Bidding and Sale Procedures. The Auction, if needed, will take place on Sept. 24, 2020 at 10:00 a.m. (PT) via encrypted Zoom video conference facilitated by the offices of Saul Ewing Arnstein & Lehr LLP, or such other date, time, or means as the Sale Manager, in consultation with the Committee and JPMorgan Chase Bank, N.A., may notify all Qualified Bidders. e. Bid Increments: Any Overbid with respect to Bids for all the Purchased Assets and for any Non-Real Estate Bids will be made in increments of at least $200,000. The Bidding increments regarding any Real Estate Only Bids will be made in increments of at $50,000. The amount of the Purchase Price of any Overbid will not be less than the Purchase Price of the Opening Bid for the Round Leading Bid, as applicable. f. Sale Hearing: Sept. 30, 2020 at 3:00 p.m. (PT). Any party wishing to attend the hearing can do so via AT&T Teleconference at: (848) 684-8852, Access Code 8242009#. g. Sale Objection Deadline: Sept. 16, 2020 Within two Business Days after the entry of the Order, or as soon thereafter as practicable, the Debtors (or their agents) will serve a copy of the Order and the Bidding and Sale Procedures upon all interested parties. On the Mailing Date, or as soon thereafter as practicable, the Debtors (or their agents) will serve the Sale Notice upon all known creditors of the Debtors. The Break-Up Fee, to the extent payable under the Amended Stalking Horse Agreement, is approved. The Debtors are authorized to pay the Break-Up Fee, pursuant to and subject to the terms and conditions set forth in the Amended Stalking Horse Agreement. Upon entry of the Order, the Break-Up Fee will be treated as a senior priority post-petition debt under Section 364 (d) of the Bankruptcy Code. The Assumption and Assignment Procedures as set forth in the Motion are approved. The Assumption and Assignment Procedures and the Cure Notice are appropriate and are approved. No less than two business days after the entry of the Order, the Debtors will serve the Cure Notice on each non-Debtor counterparty to an executory contract or unexpired lease that may be assumed and assigned. The Contract/Lease Objection Deadline is Sept. 16, 2020. The Adequate Assurance Objection Deadline is Sept. 29, 2020. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h), 6006(d), 7052, 9014 or otherwise, the terms and conditions of the Order will be immediately effective and enforceable upon its entry. A copy of the Bidding Procedures is available at https://tinyurl.com/y4x7a76e from PacerMonitor.com free of charge. A hearing on the Motion was held on Aug. 7, 2020 at 9:30 a.m. About Metal Partners Rebar Metal Partners Rebar, LLC and four affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Lead Case No. 20-12878) on June 16, 2020. The petitions were signed by Joseph Tedesco, chief financial officer. At the time of the filing, Metal Partners Rebar, LLC disclosed estimated assets of $10 million to $50 million and estimated liabilities of $50 million to $100 million; BGD LV Holding, LLC disclosed estimated assets of $0 to $50,000 and estimated liabilities of the same range; BRG Holding, LLC disclosed estimated assets of $1 million to $10 million and estimated liabilities of $10 million to $50 million; and BCG Ownco, LLC disclosed estimated assets of $1 million to $10 million and estimated liabilities of $10 million to $50 million. Hon. Mike K. Nakagawa oversees the cases. The Debtors tapped Saul Ewing Arnstein & Lehr LLP as their bankruptcy counsel; Larson & Zirzow, LLC as general reorganization co-counsel; High Ridge Partners, LLC as financial advisor; and SSG Advisors, LLC as investment banker. MEYZEN FAMILY: Trustee's Aug. 26 Auction of All Resto Assets Set ---------------------------------------------------------------- Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York authorized the bidding procedures proposed by Fred Stevens, Chapter 11 Trustee for Meyzen Family Realty Associates, LLC and La Cremaillere Restaurant Corp., in connection with the sale of the estates' interest in substantially all of the real and personal property located at 46 Bedford Banksville Road, Bedford, New York, including the restaurant known as La Cremaillere, and certain assets related to the prior operation of La Cremaillere, 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 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 Sale Notice is approved. By no later than two business days after the entry of the Order, the Trustee will cause a copy of the Bidding Procedures, the Sale Notice and the Order to be served upon the Notice Parties and the Scheduled and Filed Creditors. By no later than Aug. 27, 2020, the Trustee will file with the Court. and will serve upon the Notice Parties and the Scheduled and Filed Creditors a notice of selection of the highest and best bid at Auction setting forth the identity of the Successful Bidder and the Backup Bidder and the general terms of each party's Bid. The Trustee will file the Assumption Schedule with the Court no 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. The Trustee's designation of La Cremailere II as the Stalking Horse Bidder is approved. The Trustee's entry into the Stalking Horse PSA is authorized and approved, provided that the consummation of the Transactions contemplated by the Stalking Horse PSA will be subject to the entry of the Sale Order by the Court and the satisfaction of the conditions precedent to Closing on the terms set forth in the Stalking Horse PSA. Solely to the extent provided by Section 8.1 of the Stalking Horse PSA, in the event the Stalking Horse Bidder is not the Successful Bidder, the Expense Reimbursement will be payable by the Debtors (from proceeds of closing of an Alternative Transaction) and granted allowed super-priority administrative expense status and will be superior to all other administrative expense claims against the Debtors. Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), the Order will not be stayed for 14 days after its entry, and will be effective and enforceable immediately upon entry. A copy of the Stalking Horse APA and the Bidding Procedures is available at https://tinyurl.com/y5mrc4wa from PacerMonitor.com free of charge. 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. MJJW PORTFOLIO: Wright Buying Tampa Property for $410K ------------------------------------------------------ MJJW Portfolio, Inc., asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of the real property located at 2131 West Main Street, Tampa, Florida to Wright Property Brokers, LLC for $410,000. On June 23, 2020, the Debtor executed an "As Is" Commercial Contract for Sale and Purchase through which the Debtor intends to sell the Real Property to Wright Property for the agreed purchase price. The sale of the property is presently set to occur on July 21, 2020. Upon information and belief, the only parties who may claim a lien against the Real Property is Sandra Gann Trustee in the approximate amount of $80,000, the Hillsborough County Tax Collector in the amount of $5,400, the City of Tampa in the amount of $3,404. and the City of Tampa Code Enforcement in the amount of $3,500. All claims secured by the Real Property will be paid the full amount of their allowed claims at the closing of the sale. Through the motion, the Debtor is asking an order authorizing it to sell the Real Property free and clear of all liens. The Debtors ask authority from the Court to sell the Real Property "as is" and "where is," free and clear of any potential liens, with valid and enforceable liens attaching to the proceeds of the sale. The Taxes and ordinary closing costs, including broker's fees, will be paid at closing. Although the Purchaser is owned by insiders of the Debtor, it is paying fair market value for the Real Property. Finally, the Debtor asks that the 14-day stay required under Bankruptcy Rule Section 6004(h) be waived, and that any order granting the Motion is effective immediately upon entry. A copy of the Contract is available at https://tinyurl.com/ybwc85zq from PacerMonitor.com free of charge. About MJJW Portfolio MJJW Portfolio, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-07533). The Debtor tapped Miriam L. Sumpter-Richard, Esq., at Fresh Start Law Firm, P.A., as its bankruptcy counsel. MONTAGE RESOURCES: Moody's Places B2 CFR on Review for Upgrade -------------------------------------------------------------- Moody's Investors Service placed the ratings of Montage Resources Corporation's on review for upgrade, including its B2 Corporate Family Rating, its B2-PD Probability of Default Rating and B3 ratings on the company's senior unsecured notes. The review of Montage's ratings follows the announcement [1] that Montage and Southwestern Energy Company (Southwestern, Ba2 stable) have reached an agreement in which Southwestern will acquire Montage in an all stock deal. Southwestern will issue 1.8656 shares for each share of Montage, valuing the Montage equity at $205 million and the enterprise (including debt) at $865 million. The acquisition, which is subject to Montage's shareholder approval and regulatory reviews, is expected to close in the fourth quarter 2020. This transaction is favorable for Southwestern as it adds to the company's Appalachian acreage in both Marcellus rich gas and Utica dry gas windows, and will marginally improve its leverage profile post-acquisition. The combined company will be the third largest Appalachian producer with an expected production scale increased by about 25% to 500 mboe per day. However, the commodity price environment remains challenging and the transaction is relatively small compared to Southwestern's enterprise value. Therefore, Southwestern's Ba2 CFR and stable outlook have not been affected. "The potential ownership by Southwestern is a positive for Montage given Southwestern's stronger credit profile," stated Arvinder Saluja, Moody's Vice President - Senior Analyst. "In addition, Southwestern plans to retire a portion of Montage's 2023 senior notes using proceeds of an equity issuance." On Review for Upgrade: Issuer: Montage Resources Corporation Probability of Default Rating, Placed on Review for Upgrade, currently B2-PD Corporate Family Rating, Placed on Review for Upgrade, currently B2 Senior Unsecured Notes, Placed on Review for Upgrade, currently B3 (LGD5) Outlook Actions: Issuer: Montage Resources Corporation Outlook, Changed to Rating Under Review from Stable RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Montage's ratings were placed on review for upgrade based on the company's potential ownership by Southwestern which has stronger credit profile and financial resources. If Montage's remaining notes remain outstanding and are guaranteed by Southwestern then the ratings on the notes would be upgraded to Ba3, the same as Southwestern's senior notes. If Montage notes were to remain unguaranteed by Southwestern post acquisition but the latter provides separate audited financial statements pertaining to Montage going forward, then its ratings would likely be upgraded based on anticipated parental support. However, in the latter case, the ratings upgrade would likely be limited to one or two notches unless there are significant changes to Montage's stand-alone credit profile. Montage Resources Corporation is a publicly traded exploration and production company that operates in the Utica and Marcellus Shales. The company is headquartered in Irving, Texas. Southwestern Energy Company is a US independent exploration and production (E&P) company headquartered in Houston, Texas. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. MURPHY SHIPPING: Case Summary & 9 Unsecured Creditors ----------------------------------------------------- Debtor: Murphy Shipping & Commercial Services, Inc. dba Murphy Global Logistics 2001 Timberloch PL Suite 500 The Woodlands, TX 77380 Business Description: Murphy Shipping & Commercial Services, Inc. -- http://www.murphyship.com-- is a full service logistics company offering customized, integrated solutions to meet the needs of every type of partner, from any industry. Murphy Global is based in Houston, TX, and provides domestic logistics support in addition to international logistics coordination. Chapter 11 Petition Date: August 12, 2020 Court: United States Bankruptcy Court Southern District of Texas Case No.: 20-34049 Debtor's Counsel: Kevin S. Wiley, Sr., Esq. WILEY LAW GROUP, PLLC 325 N. St. Paul Suite 2250 Dallas, TX 75201 Tel: (214) 537-9572 E-mail: kwiley@wileylawgroup.com Total Assets: $1,576,696 Total Liabilities: $82,947 The petition was signed by Jerry Rowell, president. A copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://tinyurl.com/yyr63kup NAI CAPITAL: Aug. 14 Due for ROX to Reply to All Assets Sale ------------------------------------------------------------ Judge Deborah J. Saltzman of the U.S. Bankruptcy Court for the Central District of California extended the deadline for ROX TRG Towers Gateway Owners, LLC to file a response to the NAI Capital, Inc.'s sale of substantially all assets to D/AQ Corp., doing business as DAUM Commercial Real Estate Services for approximately $3,258,864, in accordance with the terms of the Asset Purchase Agreement, from Aug. 12, 2020 to Aug. 14, 2020 at 12:00 p.m. Daum's consideration consists of four components: (1) Daum is not acquiring any of the Debtor's existing cash; (2) Daum is paying the Debtor $750,000 of cash at the Closing; (3) Daum is leaving behind for the Debtor's bankruptcy estate all commissions that will be owing to the Debtor from all pending sale and lease transactions, which the Debtor estimates will net the Debtor's bankruptcy estate approximately $1,428,864 after payment of all related broker commissions; and (4) Daum will be paying to the Debtor's bankruptcy estate over the next three years 3% of all net commissions received by Daum, after the Brokers have been paid their share, from sale and lease transactions consummated by the Debtor's Brokers who become associated with Daum for each of the first three years following the Closing. The sale will be free and clear of all Encumbrances. On Aug.11, 2020, the Debtor filed a stipulation to extend the deadline for ROX TRG to file a response to the Motion to Aug. 14, 2020 at 12:00 p.m. Having reviewed and considered the Stipulation, the Motion, the Notice, and the record in the case, and the Court approved the Stipulation. 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. NEIMAN MARCUS: Creditors' Committee Objects to Plan Disclosures --------------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in the jointly administered bankruptcy cases of Neiman Marcus Group LTD LLC and its debtor affiliates objects to the adequacy of the Disclosure Statement for the Debtors' Joint Plan of Reorganization. The Committee claims that the Disclosure Statement does not contain information sufficient to allow unsecured creditors to make an informed decision whether to accept or reject the Plan and, in some instances, contains incomplete or misleading information. The Committee points out that the discussion of the Designation, the Distribution, and the Recapitalization Transactions in the Disclosure Statement is inadequate by failing to disclose potential claims that exist against the Litigation Targets or the value of such claims. The Committee asserts that notwithstanding the potential causes of action arising from the Designation, the Distribution, and the Recapitalization Transactions, the Plan contains broad Debtor and third party releases for the benefit of the Released Parties, including the Litigation Targets. The Committee further asserts that nothing in the Disclosure Statement identifies exactly what Causes of Action are being released, the value of such Causes of Action, the parties against whom such Causes of Action may be asserted, the consideration each such person is providing in exchange for the releases, or how each such release is facilitating the restructuring of the Debtors or otherwise benefiting the estates. A full-text copy of the Committee's objection to the Disclosure Statement dated July 10, 2020, is available at https://tinyurl.com/ycyrdseh from PacerMonitor.com at no charge. Lead Counsel for the Official Committee of Unsecured Creditors: PACHULSKI STANG ZIEHL & JONES LLP Richard M. Pachulski, Esq. Jeffrey N. Pomerantz, Esq. Alan J. Kornfeld, Esq. Maxim B. Litvak, Esq. Steven W. Golden, Esq. 10100 Santa Monica Blvd., 13th Floor Los Angeles, CA 90067-4100 Telephone: (310) 227-6910 E-mail: rpachulski@pszjlaw.com jpomerantz@pszjlaw.com akornfeld@pszjlaw.com mlitvak@pszjlaw.com sgolden@pszjlaw.com Co-Counsel for the Official Committee of Unsecureds: Michael D. Warner, Esq. Benjamin L. Wallen, Esq. COLE SCHOTZ P.C. 301 Commerce Street, Suite 1700 Fort Worth, TX 76102 Telephone: (817) 810-5250 Facsimile: (817) 810-5255 E-mail: mwarner@coleschotz.com bwallen@coleschotz.com About Neiman Marcus Group 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. Neiman Marcus Group LTD and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-32519) on May 7, 2020. At the time of the filing, the Debtors were each estimated to have assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the cases. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankruptcy counsel; Jackson Walker, LLP as local counsel; Berkeley Research Group, LLC as restructuring advisor; Lazard Freres & Co. LLC as investment banker; and Stretto as claims, noticing and solicitation agent. NESSALLA LLC: Gets Court Approval to Hire Restructuring Manager --------------------------------------------------------------- NessAlla, LLC received approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to employ Brian Ellison as its restructuring manager. Mr. Ellison's duties are as follows: (a) provide advice and possible direction for orienting Debtor's business especially its product sales and inventory management to maintain value in anticipation of a sale of its assets; (b) assist in maintaining and facilitating sales and production as a way to garner cash flow into the business for sustained normal operation through the process in anticipation of a sale of the assets; and (c) work to market the assets of Debtor as an operating business to his contacts and other entities potentially interested in participating in the sale process. Debtor will pay its restructuring manager at the rate of $120 per hour for court appearances and other actual legal proceedings, and $80 per hour for other services. Mr. Ellison disclosed in court filings that he is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Mr. Ellison holds office at: Brian Ellison 2220 Eagle Dr, Middleton, WI 53562 Phone: +1 608-831-1083 About NessAlla LLC NessAlla LLC, a company engaged in the business of beverage manufacturing, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 20-11746) on July 6, 2020. At the time of the filing, Debtor disclosed total assets of $850,688 and total liabilities of $1,081,945. DeMarb Brophy LLC represents Debtor as legal counsel. NORTHWEST COMPANY: Hires Mazars USA to Provide Tax Services ----------------------------------------------------------- The Northwest Company, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Mazars USA LLP. Debtors require the services of the firm to prepare their federal and state partnership income tax returns with supporting schedules for the years ended Dec. 31, 2018 and Dec. 31, 2019, and to provide other tax consulting services. Mazars' hourly rates are as follows: Partner $500 - $550 Senior Manager $385 - $475 Manager $295 - $330 Senior $220 - $265 Staff $145 - $195 Paraprofessional $160 - $230 Mazars is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Dennis Cancellarich Mazars USA LLP 135 West 50th Street New York, NY 10020 Tel: 888-792-6088 Email: info@mazarsusa.com About Northwest Company and Northwest.com The Northwest Company LLC and The Northwest.com LLC manufacture branded home textiles, throws and blankets, which are sold through major national retailers and on-line channels. They operate from their showroom in midtown Manhattan and in corporate offices in Roslyn, N.Y. and Bentonville, Ark. They also maintain a sourcing office in Shanghai, China and operate a weaving facility in Ronda, N.C. Visit www.thenorthwest.com for more information. Northwest Company and Northwest.com sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-10990) on April 18, 2020. At the time of the filing, Northwest Company had estimated assets of between $10 million and $50 million and liabilities of between $50 million and $100 million. Judge Michael E. Wiles oversees the cases. Debtors have tapped Sills Cummis & Gross, P.C. as bankruptcy counsel, Clear Thinking Group, LLC as financial advisor, and Omni Agent Solutions as claims, noticing and balloting agent. OCCIDENTAL PETROLEUM: Fitch Rates Sr. Unsecured Notes 'BB/RR4' -------------------------------------------------------------- Fitch Ratings has assigned a 'BB'/'RR4' rating to Occidental Petroleum Corp.'s proposed issuance of 5-, 8- and 10-year senior unsecured notes, the proceeds of which will be used to repay outstanding debt. Simultaneously, the company has commenced a $1.5 billion cash tender for a range of near-term maturities, including its 2021 fixed- and floating-rate notes, 2022 fixed- and floating-rate notes and 2023 2.7% notes. KEY RATING DRIVERS Issuance Helps Bridge Maturity Wall: The announced senior unsecured notes issuance, in conjunction with an earlier $2.0 billion issuance in June, helps to bridge OXY's large maturity wall in the absence of near-term asset sales. While OXY's maturity wall remains a source of differentiated risk among peers, the current issuance lowers event risk around possible liability management exercises in the future. Fitch expects that the combination of bond proceeds, FCF and revolver availability should be sufficient to move the company past its near-term maturities. Demonstrated market access should also create flexibility around the timing of asset sales. Should the unsecured bond market close to OXY in the future due to another sustained oil price crash, the company maintains the flexibility to issue secured or guaranteed debt under existing indentures. Limited Traction on Asset Sales: OXY continues to see limited near-term traction on asset sales. To date, the company has sold around $5.6 billion, including its small position in the Greater Natural Buttes asset in Utah for $69 million in June. OXY's original asset sales targets have been upended by the coronavirus pandemic-linked downturn, although the modest rebound in oil pricing and fundamentals seen since the spring could still accelerate a portion of sales. Current guidance is for $2 billion in disposals by YE20, and the company continues to guide to meeting the lower end of its target of $10 billion in cumulative asset sales. Several of the company's assets are less correlated to oil, including the Anadarko Petroleum Corporation legacy land grant position comprising 5 million acres across Wyoming, Utah and Colorado and consisting of 1 million surface acres and the rights to 4 million subsurface acres, along with other assets. High Maturity Wall: OXY's near-term maturity wall is high, with $4.4 billion due in 2021, $4.7 billion in 2022 and another $1.2 billion in 2023. About $479 million of maturities are due in 1Q21, less than one year away. Maturities include $992 million in 2036 zero-coupon notes (legacy Anadarko notes), as it has recently been economic for noteholders to put those notes back to the company. The put feature in the notes is annual, with the next put date October 2020. Low Prices Increase Near-Term Leverage: In response to demand reductions associated with coronavirus-related shutdowns, Fitch lowered its base case WTI oil price deck to $32/barrel in 2020 and $42/barrel in 2021, before flipping back to $50/barrel in 2022 and $52/barrel in 2023. Lower oil prices, in conjunction with lower expected asset sales and weaker midstream differentials, resulted in elevated near-term leverage for OXY. For purposes of calculating leverage, Fitch assigns 50% equity credit for the $10 billion in Berkshire Hathaway 8% cumulative perpetual preferred stock based on the structural features of the notes as analyzed under Fitch's "Corporate Hybrids Treatment and Notching Criteria." Organic Measures to Defend Credit: In response to the collapse in oil prices, OXY announced the following credit defensive measures: the near-elimination of its dividend (cut to $0.01/share), which will reduce dividend payments by $2.8 billion on a run rate basis; multiple reductions in 2020 capex, including the most recent cuts to the $2.4 billion-$2.6 billion level; relief on cash payments for the company's $10 billion Berkshire preferred notes; and early achievement of increased overhead and opex synergy targets. In the near term, FCF is also helped by OXY's 2020 hedge position of approximately 350,000bpd of oil with a three-way collar, with realized prices equal to Brent plus $10 at $45 or lower. Fitch believes the company could shrink capex to enhance FCF further should it choose this route. Deal Should Strengthen Long-Term Profile: To the degree the company overcomes its financing issues, Fitch believes the Anadarko acquisition will ultimately strengthen OXY's business and operational profile over the longer term, assuming a recovery in oil prices. OXY's post-acquisition size has more than doubled to just under 1.4 million boepd and, on a pro forma basis, par with ConocoPhillips (A/Stable). Oxy is the largest producer in the Permian and DJ basins, and a top producer in the Gulf of Mexico. The ability to deploy OXY's technological, subsurface and operational expertise to Anadarko's holdings (particularly in the Permian) is expected to create significant value in a more normalized oil price environment by lowering unit costs. Integrated Producer: OXY enjoys modest, but meaningful integration benefits through its chemicals segment, which has a top-three position in most basic chemicals it produces in North America, including chlorine, vinyl, PVC and caustic soda, and through its midstream segment, including gas processing plants, pipelines, CO2 infrastructure, storage, power generation and gas marketing businesses. Chemicals in particular historically contribute strong FCF given their limited reinvestment needs, which the company has been able to redeploy elsewhere. Diversification from non-E&P businesses has dropped on a percentage basis following the Anadarko acquisition but remains a source of differentiation from other credits. DERIVATION SUMMARY Rating Derivation versus Peers: OXY's credit profile is mixed. OXY's rating is currently dominated by refinancing concerns given the looming maturity wall and difficulty in meeting its maturity schedule with organic cash flows even as the market for energy assets remains hobbled by high volatility. At the same time, the company has several long-term characteristics of a high-grade credit. In terms of size and scale, at just under 1.4 million boepd, it is among the largest independents, in line with ConocoPhillips, and is significantly larger than E&Ps such as Devon Energy Corporation (BBB/Stable), Apache Corporation (BB+/Stable) and Marathon Oil Corporation (BBB/Negative). Upstream diversification is also above-average, given OXY's number-one position in the Permian and the DJ, number-four position in the GOM, and upstream diversification in Middle Eastern countries, which remains a differentiating factor versus peers. Integration with chemicals and midstream also sets OXY apart from peers. No Country Ceiling, operating environment or parent-subsidiary-linkages affect the rating. KEY ASSUMPTIONS -- Base Case WTI oil price of $32/barrel for the remainder of 2020, $42/barrel in 2021, $50/barrel in 2022 and $52/barrel in 2023 and the long term; -- Henry Hub natural gas prices of $1.85/mcf for the remainder of 2020 and $2.45/mcf across the forecast; -- Capex of $2.5 billion in 2020, $5.1 billion in 2021, $5.9 billion in 2022 and $6.7 billion in 2023; -- 90% of 2036 zero-coupon bonds assumed put to the company in October 2020; -- $300 million in asset sales in 2020 and $2.2 billion in 2021, with proceeds applied to debt paydown; -- Dividends of $1.6 billion in 2020, falling to de minimis levels in 2021, before rising in line with a rising price deck. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Sustained recovery in oil prices; -- Additional progress in redeeming or refinancing the company's near-term maturity wall; -- Mid-cycle debt/EBITDA leverage at or below 3.5x; -- Mid-cycle FFO lease-adjusted leverage at or below 3.7x. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Further sustained leg down in oil prices; -- Excess reliance on revolver for refinancing of maturity wall, especially if done without announced asset sales; -- Impairments to liquidity; -- Mid-cycle debt/EBITDA leverage above 3.7x; -- Mid-cycle FFO lease-adjusted leverage above 4.0x. 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 Tight Liquidity: Liquidity is limited in the context of low oil prices, limited asset sales and a large maturity wall. Unrestricted cash on hand at June 30, 2020 was approximately $750 million and there was no draw on the company's committed $5.0 billion senior unsecured revolver (maturing January 2023) for total liquidity of $5.75 billion. The company has maturities of up to $992 million in October 2020, $4.4 billion in 2021, $4.7 billion in 2022 and an additional $1.2 billion due 2023. ESG Considerations The highest level of environmental, social and governance credit relevance, if present, is a score of 3. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, due to either their nature or the way in which they are being managed by the entity. 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. OCCIDENTAL PETROLEUM: Moody's Rates Senior Unsecured Notes 'Ba2' ---------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to Occidental Petroleum Corporation's proposed issuance of senior unsecured notes. OXY's existing ratings, including its Ba2 Corporate Family Rating and Ba2 senior unsecured rating are not affected by this action. The Speculative Grade Liquidity rating is unchanged at SGL-3. The rating outlook is negative. OXY will use the proceeds of the proposed notes offering to refinance upcoming debt maturities. The Ba2 rating assigned to OXY's proposed unsecured notes issue is the same as OXY's Ba2 CFR, reflecting the company's unsecured capital structure. "Occidental Petroleum's proposed notes offering is another step in addressing the company's sizable near-term debt maturities," commented Andrew Brooks, Moody's Vice President. "OXY's credit profile remains significantly weakened and its prospects for near-term improvement are uncertain." Assignments: Issuer: Occidental Petroleum Corporation Senior Unsecured Notes, Assigned Ba2 (LGD4) RATINGS RATIONALE While OXY's acquisition of Anadarko Petroleum Corporation afforded it strategic and cost benefits, it came at an excessive price which was largely debt-financed, and at the very high cost of a significantly eroded credit profile. The addition of Anadarko's sizable position in the Delaware Basin added meaningful production and proved reserves to OXY's core Permian Basin asset, with further development opportunities across an enlarged asset footprint. However, the full value of this significant acquisition has been compromised by 2020's collapse in crude oil prices. The value accorded OXY's $100 billion asset base, its operating footprint that extends beyond North America and considerable EBITDA generated from non-E&P assets has been compromised by the drop in commodity prices and global demand stress. The stress imposed on OXY's credit metrics by approximately $40 billion of acquisition-related debt (OXY's September new issue notes and term loan, Anadarko's legacy debt which was exchanged into new OXY debt, proportionately consolidated Western Midstream debt and $10 billion preferred) has materially weakened OXY's leverage metrics. The challenges posed by its over-levered balance sheet have been further exacerbated by the drop in crude oil prices and commensurate reduction in cash flow. OXY has reacted to the currently challenged oil price environment with several recent defensive measures including the virtual elimination of its cash dividend, a reduction in 2020's capital spending of over 50%, operating cost reductions and the payment of its preferred stock dividend in OXY common shares, which together will reduce its annual cash outflow by almost $8 billion. However, without significant and immediate debt reduction beyond the $7 billion achieved in the latter half of 2019, on a run-rate basis Moody's estimates that OXY's retained cash flow to debt metric will remain well under 15% and E&P debt on production over $30,000 per barrel of oil equivalent, both measures weak for the company's rating. 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. OXY's negative outlook, in part, reflects the impact on it of the deterioration in credit quality it has triggered, given its exposure to oil prices, which has left it vulnerable to shifts in market demand and sentiment in these unprecedented operating conditions. From a governance perspective, the composition of OXY's 11-member Board of Directors was materially reconstituted in 2020 with the addition of six new Board members including a new Chairman. Moody's understands that the Board is highly focused on restoring OXY's financial strength through debt reduction. The Board has also adopted certain corporate governance-enhancing amendments to its by-laws, and has created a new Oversight Committee that will work closely with company management to provide regular Board input. Moody's regards OXY's near-term liquidity as adequate, comprised of $1.0 billion of balance sheet cash as of June 30 and an undrawn $5 billion revolving credit facility having a January 2023 scheduled maturity date. The company should retain full access to its revolver, which does not have a MAC clause, nor stringent covenant limitations. Moreover, the dividend and capital spending cuts will relieve stress on cash flow, enabling OXY to operate in a modestly free cash flow mode. Moody's expects that OXY will continue to prioritize debt reduction. With the market for commodity-exposed and related asset sales compromised by weak commodity prices, OXY's weakened financial condition leaves the company with limited options for further debt reduction as it confronts its near-term debt maturities, which in the aggregate total $10 billion through 2022, including its zero coupon notes which are puttable for $992 million in October 2020. OXY intends to use proceeds from its proposed notes issue, limited asset sale proceeds and free cash flow to address its near-term debt maturities. The outlook is negative reflecting the challenges OXY confronts as it addresses its over-levered balance sheet in a weak oil and gas market. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Prospects for a ratings upgrade over the near-term are limited by OXY's weak balance sheet. Debt reduction exceeding $10 billion, debt on production approaching $20,000 per Boe and RCF/debt over 25% could support a rating upgrade. An inability to maintain RCF/debt above 15% or a failure to achieve further debt reduction could lead to a rating downgrade, as would the resumption of a meaningful cash dividend or share buybacks. Occidental Petroleum Corporation is a large, publicly traded independent exploration and production with operations focused in the Permian Basin, Colorado's DJ Basin, the Middle East in Oman, Qatar and the UAE, Algeria and Ghana, and Colombia. It also has significant Midstream and Chemicals businesses. The company is headquartered in Houston, Texas. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. ODYSSEY GROUP: Low Working Capital Casts Going Concern Doubt ------------------------------------------------------------ Odyssey Group International, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $1,876,659 on $0 of revenues for the three months ended April 30, 2020, compared to a net loss of $62,769 on $0 of revenues for the same period in 2019. At April 30, 2020, the Company had total assets of $21,765,543, total liabilities of $1,651,413, and $20,114,130 in total stockholders' equity. The Company said, "Substantial doubt exists as to our ability to continue as a going concern based on the fact that we do not have adequate working capital to finance our day-to-day operations. The Company has not realized any revenues for the quarters ended April 30, 2020 and 2019. The Company has an operating deficit of $6,508,028 as of April 30, 2020. The operating deficit indicates substantial uncertainty about the Company's ability to continue as a going concern. Management's plans include engaging in further research and development and raising additional capital in the short term to fund such activities through sales of its common stock. Management's ability to implement its plans and continue as a going concern may be dependent upon raising additional capital. Our continued existence depends on the success of our efforts to raise additional capital necessary to meet our obligations as they come due and to obtain sufficient capital to execute our business plan. We may obtain capital primarily through issuances of debt or equity or entering into collaborative arrangements with corporate partners. There can be no assurance that we will be successful in completing additional financing or collaboration transactions or, if financing is available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we may be required to further scale down or perhaps even cease the operation of our business. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. Our financial statements do not include adjustments that might result from the outcome of this uncertainty." A copy of the Form 10-Q is available at: https://is.gd/08Pahw Odyssey Group International, Inc. engages in selling, marketing, and distributing of medical devices. Its product is CardioMap, a non-invasive testing for heart disease. The company was founded in 2014 and is based in Irvine, California. PATRIOT WELL: Sept. 14 Auction of Substantially All Assets Set -------------------------------------------------------------- Judge David R. Jones of the U.S. Bankruptcy Court for the Southern District of Texas authorized the bidding procedures proposed by Patriot Well Solutions, LLC and its affiliates in connection with the sale of substantially all assets to White Deer Energy L.P. II or its designee, subject to overbid. The Notice of Auction and Sale Hearing is approved and will be served within three business days of entry of the Order, upon all the Notice Parties. The notice to counterparties to the Assumed and Assigned Contracts is approved. Except as may otherwise be agreed to by the parties to an Assumed and Assigned Contract (with the consent of the Prevailing Bidder), all Cure Amounts will be paid by the Proposed Purchaser or Prevailing Bidder. No later than seven calendar days following the entry of the Order, the Debtor will cause the Cure Notice to be served on any and all counterparties to executory contracts and unexpired leases that may be Assumed and Assigned Contracts pursuant to the APA. The Cure Objection Deadline is 14 calendar days of the date on which the Cure Notice is served, not counting the day served. The Debtor's request to approve the Break-Up Fee and Reimbursement set forth in the Motion and the APA are held in abeyance pending further order of the Court. The Order is without prejudice to the right of the Proposed Purchaser to ask approval of the Break-Up Fee and Reimbursement or a "substantial contribution" claim under section 503(b) of the Bankruptcy Code. The salient terms of the Bidding Procedures are: a. Bid Deadline: Sept. 9, 2020 b. Initial Bid: The sum of (a) the total consideration to be realized by the Debtor's estate pursuant to the terms of the APA, (b) any applicable purchase price adjustments, as provided for in the APA, and (c) $100,000 c. Deposit: 10% of the purchase price, made payable to Sonoran Capital Advisors, LLC d. Auction: In the event the Debtor receives more than one Qualified Bid, the Debtor will conduct the Auction no later than Sept. 14, 2020 unless such date is extended by agreement of the Debtor, the Proposed Purchaser, and the DIP Lender, in consultation with the Committee. The Debtor will conduct the Auction virtually through an online platform (such as Zoom). e. Bid Increments: $100,000 f. Sale Hearing: Sept. 16, 2020 at 1:30 p.m. (CT) g. Sale Objection Deadline: Sept. 15, 2020 at 4:00 p.m. (CT) h. The DIP Lender and the Debtor's prepetition secured lender, White Deer Energy L.P. II ("Pre-Petition Lender"), is deemed to be a Qualified Bidder for the Assets, and any such bid submitted by the DIP Lender or Pre-Petition Lender will be deemed a Qualified Bid for all purposes. TCF National Bank and City National Bank of Florida are deemed to be Qualified Bidders for the Assets. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h), 7062, 9014 or otherwise or any Local Rules of the Court, the terms and conditions of the Order will be immediately effective and enforceable upon its entry. All time periods set forth in the Order will be calculated in accordance with Bankruptcy Rule 9006(a). A copy of the Bidding Procedures is available at https://tinyurl.com/yy4k5ew4 from PacerMonitor.com free of charge. 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. Tex. 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. PERMIAN HOLDCO 1: Sept. 29 Auction of Substantially All Assets -------------------------------------------------------------- Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware authorized the bidding procedures proposed by Permian Holdco 1, Inc. and affiliates in connection with the sale of all or substantially all of their assets to New Permian Holdco, Inc., subject to overbid. As set forth more fully in the Stalking Horse APA, the Stalking Horse Purchaser proposes to (i) credit bid $30 million on account of the DIP Obligations and the Prepetition Secured Obligations, (ii) assume certain liabilities and executory contracts and unexpired leases of the Debtors, and (iii) satisfy cure costs. In connection with resolving certain concerns raised by the Official Committee of Unsecured Creditors, the Lender will be entitled to credit bid the Prepetition Lenders' claims in an amount set forth in its proofs of claim filed with Epiq Corporate Restructuring. LLC, the Debtors' claims and noticing agent [Proof of Claim Nos. 10033 and 10034], plus any amounts outstanding under the DIP Facility. In the event the Committee seeks to challenge the Prepetition Lenders' right to credit bid, the Committee will file such challenge on Aug. 31, 2020 and if such challenge is filed, the Court will hold a hearing on Sept. 15, 2020 at 10:30 a.m. (ET). For all purposes under the Bidding Procedures, the Stalking Horse Purchaser will be considered a Qualifying Bidder, and the Stalking Horse APA will be considered a Qualifying Bid. Rhe salient terms of the Bidding Procedures are: a. Bid Deadline: Sept. 23, 2020 at 5:00 p.m. (ET) b. Initial Bid: The aggregate consideration proposed by the Qualifying Bidder must equal or exceed the sum of the amount of (A) the Purchase Price, and (B) $100,000. c. Deposit: 10% of the purchase price provided for in the Alternative APA d. Auction: If no timely Qualifying Bids other than the Stalking Horse APA are submitted on or before the Bid Deadline, the Debtors will not hold an Auction and will request at the Sale Hearing that this Court approve the Stalking Horse APA and the transactions contemplated thereunder. If the Debtors timely receive one or more Qualifying Bids other than the Stalking Horse APA, then the Debtors will conduct the Auction on Sept. 29, 2020 at 10:00 a.m. (ET), at the offices of Young Conaway Stargatt & Taylor, LLP, 1000 North King Street, Wilmington, DE 19801, or virtually via telephone and/or video conference pursuant to information to be timely provided by the Debtors to the Auction Participants. e. Bid Increments: $100,000 f. Sale Hearing: Oct. 6, 2020 at 2:00 p.m. (ET) g. Sale Objection Deadline: Sept. 29, 2020 at 4:00 p.m. (ET) h. Closing: Oct. 20, 2020 The Assumption and Assignment Procedures are approved. On Sept. 14, 202, the Debtors will file with the Court and serve on each counterparty to an Assumed Contract an Assumption Notice. The Contract Objection Deadline is Sept. 29, 2020 at 4:00 p.m. (ET). As soon as reasonably practicable after the completion of the Auction, the Debtors will file with the Court a notice identifying the Winning Bidder. In the event the Stalking Horse Purchaser is not the Winning Bidder, the Counterparties will file any Contract Objections solely on the basis of adequate assurance of future performance not later than Oct. 2, 2020 at 4:00 p.m. (ET). The Debtors' decision to assume and assign the Assumed Contracts to the Stalking Horse Purchaser or, in the event the Stalking Horse Purchaser is not the Winning Bidder, then to the Winning Bidder, is subject to the Court's approval and the closing of the Sale. The Sale Notice is approved. Within three business days of the entry of the Order, the Debtors will serve the Sale Notice upon all the Sale Notice Parties. They will post the Sale Notice, the Assumption Notice, and the Bidding Procedures Order on the website of their claims and noticing agent. The Debtors will have until Oct. 5, 2020 at Noon (ET) to file and serve a reply to any objection filed in connection with the Sale, including any Sale Objection or Contract Objection. The Order will be effective immediately upon entry, and any stay of orders provided for in Bankruptcy Rules 6004(h) or 6006(d) or any other provision of the Bankruptcy Code, the Bankruptcy Rules or the Local Rules is expressly waived. The Debtors are not subject to any stay in the implementation, enforcement or realization of the relief granted in the Order, and may, in its sole discretion and without further delay, take any action and perform any act authorized or approved under the Order. A copy of the Agreement and the Bidding Procedures is available at https://tinyurl.com/y49rqu97 from PacerMonitor.com free of charge. About Permian Holdco Permian Holdco 1, Inc. and its affiliates are manufacturers of above-ground storage tanks and processing equipment for the oil and natural gas exploration and production industry. Permian Holdco 1, Inc. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Case No. 20-11822) on July 19, 2020. The petitions were signed by Chris Maier, chief restructuring officer. Hon. Mary F. Walrath presides over the cases. The Debtors have estimated assets of $0 to $50,000,000 and estimated liabilities of $0 to $50,000,000. M. Blake Cleary, Esq., Robert F. Poppiti, Jr., Esq., Joseph M. Mulvihill, Esq., and Jordan E. Sazant, Esq. of Young Conaway Stargatt & Taylor, LLP serve as counsel to the Debtors. Seaport Gordian Energy LLC serves as investment banker to the Debtors and Epiq Corporate Restructuring LLC acts as notice and claims agent. PETROTEQ ENERGY: Has $3.2M Comprehensive Loss for Feb. 29 Quarter ----------------------------------------------------------------- Petroteq Energy Inc. filed its quarterly report on Form 10-Q, disclosing a net loss and comprehensive loss of $3,212,238 on $68,509 of revenues for the three months ended Feb. 29, 2020, compared to a net loss and comprehensive loss of $3,623,870 on $21,248 of revenues for the three months ended Feb. 28, 2020. At Feb. 29, 2020, the Company had total assets of $75,148,173, total liabilities of $18,636,160, and $56,512,013 in total shareholders' equity. The Company disclosed that there is substantial doubt about its ability to continue as a going concern. The Company said, "At February 29, 2020, we had not yet achieved profitable operations, had accumulated losses of ($84,680,191) since our inception and a working capital deficit of ($12,081,996), and expect to incur further losses in the development of our business, all of which casts substantial doubt about our ability to continue as a going concern. We have incurred net losses for the past four years. The opinion of our independent registered accounting firm on our audited financial statements for the years ended August 31, 2019 and 2018 draws attention to our notes to the financial statements, which describes certain material uncertainties regarding our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management's plan to address our ability to continue as a going concern includes (1) obtaining debt or equity funding from private placement or institutional sources, (2) obtaining loans from financial institutions, where possible, or (3) participating in joint venture transactions with third parties. Although management believes that it will be able to obtain the necessary funding to allow us to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty." A copy of the Form 10-Q is available at: https://is.gd/gDfKnQ Petroteq Energy Inc., through its subsidiaries, engages in the oil sands mining and oil extraction operations in the United States. It holds rights to mine, extract, and produce oil and associated hydrocarbons and minerals from oil sands containing heavy oil and bitumen under mineral leases covering approximately 2,541.76 acres in the Asphalt Ridge area of Utah. The company also has operating rights under five U.S. federal oil and gas leases covering approximately 5,960 acres situated in Uintah, Wayne, and Garfield counties, Utah. In addition, it is developing a blockchain-powered supply chain management platform for the oil and gas industry. The company was formerly known as MCW Energy Group Limited and changed its name to Petroteq Energy Inc. in May 2017. Petroteq Energy Inc. is based in Sherman Oaks, California. PPV INC: Seeks Aug. 21 Extension of Plan Exclusivity Period ----------------------------------------------------------- PPV, Inc. and Bravo Environmental NW, Inc. ask the U.S. Bankruptcy Court for the District of Oregon to extend through and including August 21, 2020: 1. the period within which the Debtors have the exclusive right to file a Chapter 11 plan; and 2. the deadline within which the Debtors must decide whether to assume or reject all unexpired leases of non-residential real property. The Debtors said the extension will allow them to continue their discussions with key creditors and potential buyers for PPV and/or Bravo, and establish bidding procedures in order to achieve the highest and best price for the Debtors; and finalize a letter of intent to facilitate a Plan and Disclosure Statement. The extension will also give the Debtors additional time to decide whether to assume or reject non-residential real property leases. The Debtors disclose that due to COVID-19, their discussions with potential lenders or buyers have been delayed or postponed in light of the state of the financial economy. Nonetheless, the Debtors have been approached with a framework for a possible sale transaction that will facilitate a confirmable plan of reorganization. In addition, the Debtors have been in discussions with key creditors about the status of such sale negotiations and the possible treatment of creditors' claims in a plan of reorganization. However, much of this work and analysis will depend on the terms of the sale transaction which will only be clear after the expiration of the exclusivity period. Both conversations with the would-be potential buyer and key creditors have continued; however, there is additional due diligence necessary in order to finalize a letter of intent to facilitate a Plan and Disclosure Statement. About PPV, Inc. PPV, Inc. -- https://www.ppvnw.com/ -- is a waste management services provider in Portland, Oregon. The company offers industrial cleaning, recycling, treatment, and technical waste management services. PPV, Inc. filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Lead Case No. 19-34517) on Dec. 10, 2019. In the petition signed by Joseph J. Thuney, president, the Debtor was estimated to have between $1 million and $10 million in both assets and liabilities. Douglas R. Ricks, Esq. at Vanden Bos & Chapman, LLP, is the Debtor's counsel. Affiliate Bravo Environmental NW, Inc., also filed for Chapter 11 bankruptcy (Bankr. D. Ore. Case 19-34518) on Dec. 10, 2019. The cases are jointly administered before the Honorable David W. Hercher. PROTEUS DIGITAL: Morris James Updates on Equity Security Holders ---------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Morris James LLP submitted an amended verified statement to disclose an updated list of Ad Hoc Committee of Equity Security Holders that it is representing in the Chapter 11 cases of Proteus Digital Health, Inc. As of Aug. 11, 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 (Series E Preferred and Series F Preferred combined) $24,500,000 Novartis Pharma AG Lichtstrasse 35 CH-4056, Basel Switzerland * Series F Preferred 1,637,931 shares Total value at issue price (Series E Preferred and Series F Preferred combined) $24,500,000 Timothy Robertson 2719 Sequoia Way Belmont CA United States 94002 * Series F Preferred 4,067 shares value at issue price $23,589 Keymount Investments Limited 4112-19 Jardine House Central, Hong Kong * Series G Preferred 3,805,175 shares value at original issue price $50,000,000 Sensor International Investment Ltd Unit 2006-08, 20/F, Harbour Centre 25 Harbour Road, Wan Chai Hong Kong * Series G Preferred 1,537,290 shares $20,199,991 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/fbNxlY 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. RAIN CARBON: Moody's Lowers CFR to B2, Outlook Stable ----------------------------------------------------- Moody's Investors Service downgraded Rain Carbon Inc.'s corporate family rating to B2 from B1, probability of default rating to B2-PD from B1-PD and the rating of the senior secured 2nd lien notes to B3 from B2. At the same time, Moody's affirmed the Ba3 rating of RCI's senior secured revolving facility and the Ba3 rating of the senior secured Euro term facility of Rain Carbon GmbH, a wholly-owned subsidiary of RCI. The outlook for the ratings is stable. "The ratings downgrade reflects the negative impact of the coronavirus on many of RCI's end-markets, the expected deterioration in the company's credit profile, the uncertainty over certain growth projects as well as the timing and the path of the earnings recovery", said Botir Sharipov, Vice President and lead analyst for Rain Carbon Inc. Downgrades: Issuer: Rain Carbon Inc. Probability of Default Rating, Downgraded to B2-PD from B1-PD Corporate Family Rating, Downgraded to B2 from B1 Senior Secured Regular Bond/Debenture, Downgraded to B3 (LGD4) from B2 (LGD4) Affirmations: Issuer: Rain Carbon GmbH Senior Secured Bank Credit Facility, Affirmed Ba3 (LGD2) from (LGD3) Issuer: Rain Carbon Inc. Senior Secured Bank Credit Facility, Affirmed Ba3 (LGD2) from (LGD3) Outlook Actions: Issuer: Rain Carbon GmbH Outlook, Changed to Stable from Negative Issuer: Rain Carbon Inc. Outlook, Changed to Stable from Negative RATINGS RATIONALE Rain Carbon Inc's B2 corporate family rating reflects its high exposure to the aluminum industry and other cyclical sectors such as automotive, steel, chemical and other industrial sectors. Notwithstanding the anticipated gradual recovery following the severe demand shock and supply chain disruptions caused by the pandemic, the rating reflects the expectations of the continued near-term weakness in key end markets. The rating takes into account the delays in the commencement of operations of the new Vertical-Shaft Calcination plant and ACP plants that were expected to meaningfully contribute to 2020 earnings. The rating also considers the impact of the restrictions placed by the Indian government on the imports of petroleum coke in 2018. The rating is supported by the company's adequate liquidity position, diverse business profile that allows it to service various end markets and geographic regions and its strong relationships with key raw material suppliers and customers. The stable outlook reflects Moody's expectations that RCI's earnings will gradually improve from Q2 2020 levels and the company will complete its strategic growth initiatives as planned. The stable outlook also assumes that the leverage will sustain below 5.5x in the next 12-18 months and the company maintains its adequate liquidity position. As expected, RCI's performance improved materially in 2H19 and 1Q20 after the company worked through the higher-cost GPC inventory and implemented cost reduction measures. In early 2020, RCI also benefitted from the incremental demand displacing CPC volumes from China. The resulting margin expansion and EBITDA growth reduced the Moody's adjusted debt/EBITDA to 4.7x as of March 31, 2020. However, 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 where the company operates. 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 Rain Carbon of the deterioration in credit quality it has triggered, given its exposure to aluminum, automotive, chemical, steel and other sectors, as well as the linkage between the prices of some of the company's carbon products, intermediates and derivates and crude oil, the price of which plummeted in the first half of the year. Nationwide lockdowns, temporarily suspended calcination and energy operations in India in late March - early April, overall demand shock and lower YTD y-o-y primary aluminum production in Asia ex. China have led to lower CPC and CTP sales volumes. Sharp fall in aluminum prices and the resurgence of CPC exports from China in Q2 amid the recovery in the country's business activities have pressured CPC prices. While aluminum prices have recovered meaningfully since March-April lows, high LME inventories amid still weak industrial demand will likely temper the recovery in CPC/CTP volumes and prices. Although utilization rates of the US oil refiners have improved from the lows after oil prices cratered, narrow refinery margins and reduced runs will continue to limit the availability of higher quality low-sulfur GPC the company procures for calcining and blending. This, in combination with the reduced availability of CTP as a result of lower 1H20 global steel production excluding China, have negatively impacted raw material costs. Prices for some of the company's Carbon and Advanced Materials products are indexed to oil and oil-related products and have fallen sharply in the first half of the year. The revenues were also affected by shutdowns of the automotive plants in Europe and the US and reduced construction activities, partially offset by strong seasonal demand for pavement sealer products and creosote oil applications. With the exception of bouts of unexpected volatility, as a converter of industrial carbon by-products with diverse operations, RCI tends to benefit from a relative stability in spreads between its product prices and raw material costs. This was evidenced in Q2, when Moody's adjusted EBITDA margin was 16.5%, only 50bps lower than in Q1. While Moody's expects RCI's performance to improve in the second half and in 2021 from the Q2 trough, the path and the timing of the improvement are uncertain. The projected earnings growth will depend on the pace of the global economic recovery and the completion of the growth projects that have been delayed due to the pandemic. Moody's expects that RCI's debt protection metrics will weaken as compared to 2019 with Moody's adjusted leverage increasing to 5.5-6x by the end of the year before falling to low 5x in 2021 based on its EBITDA forecast of about $250 million, buoyed by the expected rebound in demand from key end markets and better product pricing. Moody's also estimates that RCI will be moderately FCF negative in 2H2020 but return to modestly positive FCF generation in 2021 on the back of lower capex spending, higher sales volumes from the new production facilities and the recovery in earnings. RCI faces a number of ESG risks as a producer of carbon-based products and a supplier of key input ingredients for the primary aluminum industry. India's petcoke import restrictions were driven by environmental concerns, specifically greenhouse gas emissions associated with the use of petcoke as fuel. The company's existing and proposed calciner facilities have scrubbing system that remove at least 98% of SO2 emissions. These restrictions have materially impacted the company's operating and financial performance. RCI's Canadian subsidiary and other unrelated companies were sued by several cities in Minnesota over the cost of cleaning up the allegedly polluted local stormwater ponds. The hearing to dismiss the motions filed by defendants was held on September 20, 2019 and on December 20, 2019 the court has dismissed all claims against RCI's Canadian subsidiary and the other coal tar refiner defendants. The company is also currently involved in an investigation initiated by the Ontario Ministry of Environment Conservation and Parks related to a product spill and the alleged improper disposal of hazardous waste by the its distillation facility in Ontario, Canada in 2019. Rain Carbon Inc. has an adequate liquidity position as of June 30, 2020, supported by cash on hand of $160 million and combined $107 million of availability under the secured revolver maturing in 2023 and credit facilities available to fund working capital needs at the company's Indian operations. The Ba3 rating on the senior secured revolving credit facility and the term loan reflects their priority in the capital structure with respect to claim on collateral, ahead of the second lien notes due 2025, rated B3. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade of RCI's ratings could be considered if Debt/EBITDA, as adjusted, were expected to be sustained below 4.5x with consistently positive free cash flows and good liquidity, and if growth projects are completed successfully and operate as planned. A downgrade would be considered if Debt/EBITDA, as adjusted by Moody's, were expected to remain above 5.5x, (CFO -- Dividends)/ Debt below 10% or if liquidity deteriorated. Rain Carbon Inc. is an indirect wholly owned subsidiary of Rain Industries Limited, a company incorporated in India. The company is engaged in the business of manufacturing and sales of carbon products and advanced materials, including calcined petroleum coke, coal tar pitch, cogenerated energy, and other derivatives and downstream products of the coal tar distillation process. The company generated $1.4 billion in revenues during the LTM ended June 30, 2020. The principal methodology used in these ratings was Steel Industry published in September 2017. REMORA PETROLEUM: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------------- Lead Debtor: Remora Petroleum, L.P. Building II 807 Las Cimas Pkwy, Suite 275 Austin, Texas 78746 Business Description: The Debtors engage in the exploration, development, production and acquisition of conventional oil and gas assets, with a focus on assets that are heavy on proved developed producing ("PDP") reserves. Since the Debtors formation in 2011, they have acquired assets in a variety of locations. Chapter 11 Petition Date: August 12, 2020 Court: United States Bankruptcy Court Southern District of Texas Five affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Remora Petroleum, L.P. (Lead Debtor) 20-34037 Remora Petroleum GP, LLC 20-34038 Remora Operating CA, LLC 20-34039 Remora Operating, LLC 20-34040 Remora Operating Louisiana, LLC 20-34041 Judge: Hon. David R. Jones Debtors' Counsel: Timothy A. ("Tad") Davidson II, Esq. Joseph P. Rovira, Esq. Catherine A. Diktaban, Esq. HUNTON ANDREWS KURTH LLP 600 Travis Street, Suite 4200 Houston, Texas 77002 Tel: (713) 220-4200 Fax: (713) 220-4285 Email: taddavidson@huntonak.com josephrovira@huntonak.com cdiktaban@huntonak.com Debtors' Financial Advisor: CONWAY MACKENZIE MANAGEMENT SERVICES, LLC Debtors' Investment Banker: SEAPORT GORDIAN ENEGY, LLC Debtors' Claims, Noticing, Solicitation & Balloting Agent: DONLIN, RECANO & COMPANY, INC. https://www.donlinrecano.com/Clients/rp/Index Estimated Assets: $10 million to $50 million Estimated Liabilities: $50 million to $100 million The petitions were signed by John T. Young, Jr., chief restructuring officer. A copy of Remora Petroleum's petition is available for free at PacerMonitor.com at: https://bit.ly/3ahQT7G Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Goldman Sachs Bank Debt- $27,989,911 as Administrative Agent Second Lien 2001 Ross Avenue Ste 1800 Dallas, TX 75201 Matt Carter Tel: 972-368-5324 Email: matt.carter@gs.com 2. Berkley Bonding Insurance Litigation $4,527,852 475 Steamboat Road Greenwich, CT 06830 William R. Berkley Chairman & President Tel: 203-542-3800 3. Sidley Austin LLP Professional $713,787 1000 Louisiana St. Services Fees Ste 6000 Houston, TX 77002 Kevin P. Lewis, Co-Managing Partner, Houston Tel: 713-495-4518 Email: klewis@sidley.com 4. Azure Midstream Energy, LLC Trade $357,500 23501 Cinco Ranch Blvd Ste G250 Kathy, TX 77494 Kelley Anderson Tel: 281-680-4300 Email: revenue@azuremidstream.com 5. JPMorgan Chase Bank, N.A. PPP Loan $321,260 712 Main St. Floor 13N Houston, TX 77002 Vito Sannicandro Tel: 877-576-2530 Email: vito.sannicandro@jpmorgan.com 6. Cobra Oil & Gas Joint Interest $178,653 Corporation Billing PO Box 8206 Wichita Falls, TX 76307 Sharon Tel: 940-716-5100 Email: sharon@cobraogc.com 7. Pardus Oil & Gas Joint Interest $143,465 operating, LP Billing 3838 N Causeway Blvd Ste 2800 Metairie, LA 70002 Patrick 'Bryan, CEO Tel: 817-789-6712 Email: vnewland@pardusog.com 8. Vendera Management III, LLC WI Revenue $51,959 2626 Cole Ave Ste 750 Dallas, TX 75204 Collins S. Lensing, COO & General Counsel Tel: 469-248-3079 Fax: 469-248-3173 9. Proline Energy Resources, Inc. Trade $46,365 4645 Sweetwater Blvd Ste 500 Sugar Land TX 77479 Peter Oyewole, President Tel: 832-886-4420 Fax: 832-886-4257 10. Peri Petroleum LLC WI Revenue $21,570 PO Box 20134 Sugar Land TX 77496 Peter Oyewole, President Tel: 832-886-4420 Fax: 832-886-4257 11. Vendera Resources III, LP WI Revenue $18,063 2626 Cole Ave Ste 750 Dallas, TX 75204 Collin S. Lensing, COO & General Counsel Tel: 469-248-3079 Fax: 469-248-3173 12. XOG Operating LLC Joint Interest $15,985 PO Box 352 Billing Midland, TX 79701 Randall Capps, Member Tel: 432-683-3171 Fax: 432-683-3152 13. Charles Schusterman WI Revenue $11,828 Enterprises PO Box 699 Tulsa OK 74101-0699 Tel: (202) 289-7000 14. Templar Energy LLC WI Revenue $10,344 LE Norman Operating LLC 4700 Gaillardia Pkwy Ste 200 Oklahoma City, OK 73142-1839 Brian A. Simmons, CEO Tel: 405-548-1200 15. BP America Production Company WI Revenue $10,182 PO Box 848155 Dallas TX 75284-8155 Lucia Sporleder Tel: 281-366-7584 Email: sporleder.lucia@bp.com 16. Las Campanas Partners, Ltd Royalty $9,818 1510 Terrell St Cuero TX 77954-5001 William T. Bell Tel: 361-27-56460 17. James F. Welder Royalty $9,762 Royalty Partnership PO Box 1159 Victoria TX 77902 18. Dorchester Resources WI Revenue $8,843 PO Box 18879 Oklahoma City OK 73154-8879 Alison Cox, Vice President Tel: 405-418-8020 Fax: 888-376-2991 19. Range Resources Corporation Joint Interest $7,245 Dept 8054 Billing PO Box 650002 Dallas TX 75265-0002 Zoe Serrano Tel: 972-354-8163 20. PDC Energy Inc. Joint Interest $6,798 1775 Sherman St Billing Ste 3000 Denver CO 80203 Becky Drain Tel: 304-808-6368 21. State of Texas Royalty $6,721 G L O 563 Tucker Ave Jefferson LA 70121 22. TLW Investments LLC WI Revenue $6,687 1001 Fannin Ste 2020 Houston TX 77002 Thomas L. Carter, Chairman 23. Mary Jo Poulson Halbirt Royalty $6,542 4132 Idlewild Dr Fort Worth TX 76107 Kyle Knute Poulson POA Tel: 713-789-2131 24. Sarita Energy Resources WI Revenue $6,395 PO Box 273127 Houston TX 77277-3127 Charles E. Nelson Founder & Managing Member Tel: 713-224-1681 Fax: 713-224-1683 25. Table Rock Partners, LLC $6,235 3026 Mockingbird Ln Ste 270 Dallas TX 75205 Peter Luchetti, Managing Partner Tel: 254-284-0689 Email: peter@tablerockpartners.com 26. The Anne G. Locascio Royalty $4,707 Living Trust 150 Forest Ave Unit Unit 1009 Oak Park IL 60301 Anne Locascio and Lawrence Locascio Jr. Cotste 27. Stolhandske Family Part Ltd Royalty $4,620 518 Mirepoix San Antonio TX 78232-1950 Matt Stolhandske Tel: 210-341-4747 28. Shoreline Southeast LLC Trade $4,167 400 E Kaliste Saloom Ste 2600 Lafayette La 70508 Daniel P. Hurley, Chairman & CEO 29. Carl E Gungoll Joint Interest $4,139 Exploration LLC Billing Santa Fe North Building 6 NE 63rd Ste 300 PO Box 18466 Oklahoma City OK 73154 Martha West Tel: 405-286-6545 30. Adolfo Aldo Uribe, Jr. Royalty $4,046 1715 E Lyon St Laredo TX 78043 RILEY DRIVE: City Center Buying Resto Bar Assets for $25K --------------------------------------------------------- Riley Drive Entertainment XV, Inc., asks the U.S. Bankruptcy Court for the District of Kansas to authorize the sale of restaurant-related assets necessary for its restaurant and sports bar business operations to City Center Pub, LLC for $25,000. The Debtor's business consists of the ownership and operation of a restaurant and sports bar called Saints Pub + Patio in Lenexa, Kansas. The Debtor owns the Assets necessary for the business operations. To the best of the Debtor's knowledge and belief, the Assets are encumbered by a senior lien in favor of OakStar Bank. The Lender filed a proof of claim (Claim No. 12) in this proceeding for an amount in excess of $2.9 million, a minimal sum of which was asserted to be secured. In the wake of the Covid-19 pandemic and the resulting quarantine accompanied by a widespread shutdown of the business marketplace, the restaurant and bar industry has been particularly devastated. The Business was largely shut down for a period of eight weeks recently during which time the Revenues precipitously declined. The substantial impairment of the Business due to the pandemic has created a recognizably insurmountable obstacle to reorganization. Schedule D filed by Debtor at the outset of the case alone reveals in excess of $3.5 million of debt to only two of the Debtor's several creditors. Given its financial circumstances, the Debtor believes that it no longer retains any realistic prospects to propose a feasible and confirmable plan to repay creditors. The Proposed Buyer expressed an interest in the acquisition of the Assets. The Debtor, the Lender, and the Proposed Buyer engaged in negotiations for the sale and purchase of the Assets by the Proposed Buyer. The negotiations successfully culminated in their Asset Purchase Agreement. The Assets are described in Schedule 1 to the Agreement. Pursuant to the Agreement, the Assets would be sold to Proposed Buyer for the sum of $25,000 and, in consideration of receipt of the sale proceeds, the Lender consents to the sale free and clear of any and all liens and encumbrances of the Lender. The Debtor submits that no equity exists in the Assets and that their market value is likely less than the Purchase Price. As such, the proposed sale of the Assets for the Purchase Price constitutes fair value (if not above-market value). Given that the Debtor can no longer effectuate a reorganization, the sale of the Assets is appropriate as it will provide the maximum return to the Lender under the circumstances. As time is of the essence in approving the implementation of the sale of the Assets and any unnecessary delay could impair the transaction, the Debtor asks the Court to waive the applicable stay imposed by Bankruptcy Rule 6004(h). A copy of the Agreement is available at https://tinyurl.com/yxgyl96r from PacerMonitor.com free of charge. About Riley Drive Entertainment Riley Drive Entertainment XV, Inc., which conducts business under the name Saints Lenexa, is a hospitality and management company. Founded by Marc Mundt and Scott Anderson in 2005, Riley Drive owns and operates numerous restaurants and bars in the Des Moines and Kansas City metro areas. Riley Drive -- http://rileydrive.com/-- filed a Chapter 11 petition (Bankr. D. Kan. Case No. 19-41328) on Oct. 29, 2019 in Topeka, Kansas. At the time of the filing, the Debtor was estimated with assets between $100,000 to $500,000, and liabilities between $1 million to $10 million. The petition was signed by Scott Anderson, president. Judge Dale L. Somers oversees the case. McDowell, Rice, Smith & Buchanan, PC is the Debtor's legal counsel. No official committee of unsecured creditors has been appointed in the Debtor's case. ROBERTS PROPERTY: BBVA USA Objects to Amended Plan & Disclosure --------------------------------------------------------------- BBVA USA, an Alabama banking corporation, f/k/a Compass Bank, objects to the approval of the Amended Disclosure Statement and confirmation of the Amended Chapter 11 Plan of Reorganization of Debtor Roberts Property & Holdings, LLC. BBVA claims that the Amended Disclosure Statement fails to provide adequate information regarding how the Debtor plans to fund the Amended Plan. The source of funding disclosed in the Amended Disclosure Statement is inconsistent with the source of funding provided for in the Amended Plan. BBVA points out that the Amended Plan creates an adverse material modification to BBVA’s treatment under the Original Plan, and therefore must be resolicited. It is BBVA's contention that Debtor has filed this case in bad faith and purely for the purpose of delaying the scheduled foreclosure sale. BBVA asserts that the Debtor has no method for procuring an impaired accepting class or for pass the absolute priority rule, as Debtor intends for its equity to remain the same. Nor is any market test offer for auctioning Debtor's equity. BBVA further asserts that even if the Affiliates did provide funds to the Debtor, the Debtor's failure to make any payment to BBVA from the rental payments received by Facility Performance demonstrates that there is a strong likelihood that the Debtor will carry on the same practice and not make the payments as set forth in the Amended Plan. A full-text copy of BBVA's objection dated July 10, 2020, is available at https://tinyurl.com/y82z2xvj from PacerMonitor at no charge. Attorneys for BBVA: Michael A. Nardella, Esq. Paul N. Mascia, Esq. NARDELLA & NARDELLA, PLLC 135 W. Central Blvd., Suite 300 Orlando, FL 32801 Phone: (407) 966-2680 E-mail: mnardella@nardellalaw.com pmascia@nardellalaw.com service@nardellalaw.com About Roberts Property & Holdings Roberts Property & Holdings, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-03409) on Sept. 9, 2019. At the time of the filing, the Debtor disclosed assets of between $1,000,001 and $10 million and liabilities of the same range. The case is assigned to Judge Jerry A. Funk. The Debtor is represented by Richard A. Perry, Esq., at Richard A. Perry P.A. S&S CRAFTSMEN: Oct. 5 Auction of Substantially All Assets --------------------------------------------------------- Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle District of Florida authorized S&S Craftsmen, Inc.'s bidding procedures in connection with the sale of substantially all assets to SSCI Holdings, LLC for $707,746, cash, subject to higher and better offers. The Debtor shall, promptly upon the entry of the Order, mail or serve a copy of the Order, to all interested parties. SSCI is approved as the "Stalking Horse Bidder” as set forth in the Asset Purchase Agreement dated as of July 30, 2020.https://tinyurl.com/yxa697zu On account of SSCI's time, expenses, fees, costs, trouble and lost opportunity costs in respect of the transactions contemplated by the Purchase Agreement, the Court approved the break-up fee for SSCI in the amount of up to $50,000. By no later than Sept. 8, 2020, the Debtor will file with the Court, and serve notice thereof on interested parties, the Sale Motion, which Sale Motion will include an executed copy of the Purchase Agreement, a draft proposed order, and ask the Court's entry of the Sale Order, including approval of the Purchase Agreement and of the Debtor's performance under the Purchase Agreement consistent with the terms, conditions and dates set forth in the Order. The salient terms of the Bidding Procedures are: a. Bid Deadline: Sept. 21, 2020 at 5:00 p.m. (EDT) b. Initial Bid: An initial Bid with a cash purchase price only for the Assets of at least $25,000 above (A) the $$707,746 purchase price offered by the Purchaser in the Purchase Agreement, plus (B) a break-up fee in the amount of $50,000, for a total initial overbid of $825,000 c. Deposit: $75,000 made payable to the Debtor's counsel, Johnson Pope Bokor Ruppel & Burns, LLP d. Auction: An auction will be held at the offices of Johnson, Pope Bokor Ruppel & Burns, LLP, 401 E. Jackson Street, Suite 3100, Tampa, Florida 33602 (or at such other location designated by the Debtor in Tampa, Florida), at 10:00 a.m. (EDT) on Oct. 5, 2020, provided that Johnson, Pope Bokor Ruppel & Burns, LLP will make arrangements to allow Qualified Bidders to participate via video conference. All potential Qualified Bidders with representatives who have full authority to participate in the Auction must be present in person or by video conference at the Auction. e. Bid Increments: $25,000 f. Sale Hearing: Oct. 8, 2020 at 10:30 a.m. g. Sale Objection Deadline: Oct. 1, 2020 at 5:00 p.m. (EDT) About S&S Craftsmen S&S Craftsmen, Inc., owns and operates a millwork shop in Tampa, Florida, sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 20-02321) on March 17, 2020. The petition was signed by John L. Rosende, its director. At the time of the filing, the Debtor disclosed estimated assets of $100,000 to $500,000 and estimated liabilities of $1 million to $10 million. The Debtor tapped Johnson Pope Bokor Ruppel & Burns LLP as its counsel. SABLE PERMIAN: Oct. 2 Auction of Substantially All Assets --------------------------------------------------------- Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas authorized the bidding procedures proposed by Sable Permian Resources, LLC and affiliates in connection with the sale of substantially all assets or any portion of their assets through one or more sales or pursuant to a term sheet for a plan of reorganization. The salient terms of the Bidding Procedures are: a. Bid Deadline: Sept. 25, 2020 at 5:00 p.m. (CT) b. Initial Bid: The initial Overbid, if any, will provide for total consideration to the Debtors with an aggregate value that exceeds the value of the consideration under the Starting Bid by an incremental amount that is not less than the sum of (i) $2 million some other amount that the Debtors, in their reasonable discretion and in consultation with the Consultation Parties, determine is an appropriate amount for Bids that seek to purchase only a portion of the Assets; plus (ii) with respect to bids from parties other than a Stalking Horse Bidder, the amount of the Bid Protections payable to any Stalking Horse Bidders, if applicable. c. Deposit: Each Good Faith Deposit must equal (i) the amount of 10% of the purchase price contained in the Modified PSA in the case of a Sale Transaction, (ii) 10% of the cash consideration in the case of a Restructuring Transaction, or (iii) such other amount as the Debtors determine, in their discretion, but in each case in no event less than $25 million. d. Auction: The Auction will take place on Oct. 2, 2020 at the offices of the counsel for the Debtors, Latham & Watkins LLP, 811 Main Street, Suite 3700, Houston, TX 77002 or at such other place (which may be by video) and time as the Debtors will notify all Qualified Bidders, the Consultation Parties and all other parties entitled to attend the Auction. e. Bid Increments: Each successive Overbid will exceed the then-existing Overbid by an incremental amount that is not less than the Minimum Overbid Increment; provided, however, that successive Overbids by a Stalking Horse Bidder need only exceed the then-existing Overbid, less the amount of the Bid Protections payable to such Stalking Horse Bidder (if applicable), by $2 million or some other amount that the Debtors, in their reasonable discretion and in consultation with the Consultation Parties, determine is an appropriate amount for Bids that seek to purchase only a portion of the Assets. f. Sale Hearing: Oct. 13, 2020 at 1:30 p.m. (CT) g. Sale Objection Deadline: Oct. 10, 2020 at 5:00 p.m. (CT) h. Tghe RBL Lenders under the prepetition secured revolving credit facility between Sable Land Co., LLC and JPMorgan Chase Bank, N.A. as administrative agent, and the DIP Lenders under the DIP credit facility between the Debtors and JPMorgan Chase Bank, N.A. as the DIP Agent, and (2) any entity designated by the RBL Lenders and/or the DIP Lenders which is owned and controlled at least in part by the RBL Lenders and/or the DIP Lenders and formed for the primary purpose of submitting a credit bid on behalf of the RBL Lenders and/or the DIP Lenders that have a valid and perfected lien on applicable assets of the Debtors' estates and the right and power to credit bid claims secured by such liens will have the right to credit bid all or any portion of their allowed secured claimst the Auction. The Debtors are authorized, but not directed, to select one or more Bidders to act as Stalking Horse Bidder(s), and are authorized, but not directed, to enter into a Stalking Horse Agreement with each such Stalking Horse Bidder. No later than the Stalking Horse Designation Deadline, if they select a Stalking Horse Bidder, the Debtors will file with the Court, serve on the Objection Recipients, and post on the case website at https://cases.primeclerk.com/SPR a notice that contains information about the Stalking Horse Bidder and the Stalking Horse Bid, including any Bid Protections, and attaches the proposed Stalking Horse Agreement. The Stalking Horse Objection Deadline is 10 days after service of the Stalking Horse Selection Notice. The form of Sale Notice is approved. Within five business days after the entry of the Order, the Debtors will serve the Sale Notice and the Order upon Sale Notice Parties. The form of Post-Auction Notice is approved. As soon as practicable after the Auction (if any) and in no event prior to the Sale Objection Deadline, the Debtors will file on the Court and serve on the Counterparties the Post-Auction Notice identifying any Successful Bidder(s) and Backup Bidder(s). The Assumption and Assignment Procedures and the the Assumption Notice are approved. As soon as practicable after the Auction and in no event before the Sale Objection Deadline, the Debtors will file with the Court and serve on the Counterparties the Post-Auction Notice identifying the Successful Bidder(s) and Backup Bidder(s), and the Counterparties will file any Adequate Assurance Objections by the Sale Objection Deadline. A copy of the Bidding Procedures is available at https://tinyurl.com/yxswhnmm from PacerMonitor.com free of charge. About Sable Permian Resources Sable Permian Resources, LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-33193) on June 25, 2020. At the time of the filing, Sable Permian Resources disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge Marvin Isgur oversees the cases. The Debtors tapped Latham & Watkins, LLP and Hunton Andrews Kurth, LLP as legal counsel; Alvarez & Marsal North America, LLC as financial advisor; and Evercore Group, LLC as investment banker. The Office of the U.S. Trustee appointed a committee of unsecured creditors on July 17, 2020. The committee tapped Paul Hastings LLP as its counsel; Miller Buckfire & Co., LLC and its affiliate, Stifel, Nicolaus & Co., Inc., as investment banker; and Conway MacKenzie, LLC as financial advisor. SCOTT C. GRAY: $940K Sale of Santa Rosa Residential Property Okayed ------------------------------------------------------------------- Judge Bruce C. Bessley of the U.S. Bankruptcy Court for the District of Nevada authorized Scott C. Gray to enter into a California Residential Purchase Agreement and Joint Escrow Instructions with Deepinder S. Sekhon and Jeanne M. Sekhon for the sale of the real property commonly described as 4562 Badger Road, Santa Rosa, Sonoma County, California for $940,000. The first mortgage encumbering the Property in favor of Wells Fargo Home Mortgage, evidenced by the Deed of Trust recorded on June 21, 2005, as Instrument No. 2005-086301, Official Records of Sonoma County; the second mortgage in favor of the Lynn and Forest Tardibuono Trust, evidenced by Deed of Trust recorded on Jan. 27, 2015, as Instrument No. 2015-005947, Official Records of Sonoma County; outstanding real property taxes, if any; a commission of $36,000 due to the Debtor's listing broker, W Real Estate, together with all costs of sale normally borne by seller, will be paid directly out of escrow upon closing. The net proceeds of sale will be all proceeds remaining after payment of the amounts set forth. The Property is sold free and clear of all liens and/or claims including, but not limited to, a judgment shown as a lien or claim in favor of Steve Friedman, Debra Friedman and Lori Valenziano, evidenced by an Abstract of Judgment recorded on Nov. 17, 2017, as Instrument No. 2017-088985, Official Records of Sonoma County (Exception 14 of the Preliminary Title Report for the Property, and the Friedman Claim will attach to the Net Proceeds until the Friedman Claim is determined by the Court or otherwise resolved. Subject to further Order of the Court, any Net Proceeds remaining after payment and resolution of the Friedman Claim will be held subject to determination of any and all amounts found to be due and owing under the Judgment on Stipulation in favor of Josephine Ross (deceased), her successors, assigns or any appointed representative in any capacity, entered on Jan. 19, 2017, in the Superior Court of California, County of Sonoma, Case No. SCV-258977, entitled Josephine Ross, et al. v. Gayle Diane Gray, et al. The Net Proceeds will be distributed to the Debtor's attorney. The Debtor's attorney may apply $25,216 of the Net Proceeds to pay his previously approved fees and costs by the Order Approving Amended Second Interim Application by Attorney for Debtor to Approve Compensation (William D. Cope) and the Order Approving Second Amended First Interim Application by Attorney for Debtor to Approve Compensation (William D. Cope). The Debtor's attorney will hold the balance of the Net Proceeds in trust pending final resolution of the Friedman Claim and the Ross Claim. No funds may be distributed from the Net Proceeds without further order of the Court. A hearing on the Motion was held on Aug. 11, 2020 at 2:00 p.m. Scott C. Gray sought Chapter 11 protection (Bankr. D. Nev. Case No. 18-50249) on March 13, 2018. The Debtor tapped William D. Cope, Esq., as counsel. SEABRAS 1: Emerges from Chapter 11 Bankruptcy --------------------------------------------- At a hearing on June 30, 2020, the U.S. Bankruptcy Court for the Southern District of New York confirmed the joint Plan of Reorganization (the "Plan") of Seabras 1 USA, LLC and Seabras 1 Bermuda Ltd. (the "Companies"). On that same day, the Companies consummated their financial restructuring process and emerged from Chapter 11. Under the terms of the approved Plan and attendant restructuring, the total outstanding debt of the Companies has been reduced, the debt maturity has been extended by approximately six years to September 2028, the debt amortization has been re-shaped, and the debt covenants have been revised, all in a way that provides a solid basis for the continued growth of the business going forward. Consolidation On June 30, 2020, Seabras Group, LLC and investment vehicles advised by Partners Group redeemed and acquired all of the Class A Units of Seabras Group, LLC previously held by a subsidiary of SNH Networks, LLC ("SNH"), resulting in 100% equity ownership of Seabras Group, LLC and its subsidiaries, including the Companies, (the "Seabras Group") now being held by entities managed by Partners Group on behalf of its clients. Also on June 30, 2020, Seabras Bermuda acquired from SNH 100% of Seaborn Management, Inc. ("Seaborn"), the third-party services provider that manages the day-to-day operations of the Seabras-1 cable, effectively bringing all support services in-house under the Seabras Group. Management Coincident with the consolidation and Chapter 11 emergence, Larry Schwartz, former CEO of Seaborn, and Roger Kuebel, former CFO of Seaborn, have left Seaborn and the Seabras Group. Pete Hayes and Don Shassian, Partners Group-appointed Board members, will serve as Interim CEO and Interim CFO, respectively, of the Seabras Group. Andy Bax, the Chief Operating Officer ("COO") of Seaborn, will remain in the same role. About Seabras 1 USA Seabras 1 Bermuda LLC and its wholly-owned subsidiary Seabras 1 USA LLC own a fiber optic cable system between New York USA and Sao Paulo, Brazil known as Seabras-1. Seabras-1 itself is fully operated by Seaborn Networks, a developer-owner-operator of submarine fiber optic cable systems. Seabras 1 Bermuda and Seabras 1 USA filed Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 19-14006) on Dec. 22, 2019. In the petitions signed by CEO Larry W. Schwartz, the Debtors were estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Debtors tapped Kirkland & Ellis LLP, Kirkland & Ellis International LLP and Bracewell LLP as legal counsel; FTI Consulting, Inc., as financial advisor; and Stretto as claims agent and administrative advisor. SOMERVILLE BREWING: Aug. 19-20 Online Auction of Personal Property ------------------------------------------------------------------ Judge Frank J. Bailey of the U.S. Bankruptcy Court for the District of Massachusetts authorized Somerville Brewing Co.'s public auction sale of all of its personal property, and equipment, free and clear of all liens, claims, interests, and encumbrances. The Public Auction will take place via on-line bidding at both of the locations operated by the Debtor which are at (i) 15 Ward Street, Somerville, Massachusetts ("Ward Street"); and (ii) 490 Foley Street, Somerville, Massachusetts ("Assembly Row") online through the Internet Auction Mechanism. The Public Auction will be conducted by the Debtor's auctioneer, Paul E. Saperstein Co., Inc. at the Debtors locations as follows: (i) Assembly Row on Aug. 19, 2020 at 11:00 a.m., and (ii) Ward Street on Aug. 20, 2020 at 11:00 a.m. The sale of the Property will be free and clear of all liens, claims, interests and encumbrances, with any such liens, claims, interests and encumbrances in the Property attaching to the proceeds. The Property to be sold at the Public Auction is all of the personal property of the Debtor at both of the respective locations. The equipment to be sold is identified on the Debtor's Schedules at parts 7 and 8 filed Oct. 30, 2019. The Debtor accepted an Offer for the purchase of certain assets located at the Assembly Row location from Street Retail, Inc., the landlord for the premises ("Stalking Horse Bidder") as follows: "$85,000, plus a release of claims against the bankruptcy estate, in exchange for all of the equipment and personal property located at the Assembly Row premises when our client inspected the same on May 19, 2020, plus a release of any claims the estate may have against Street Retail…Street Retail is not purchasing any of the Debtor's rights in any leases or executory contract." Specifically excluded from the Offer to purchase from the Stalking Horse Bidder are the leased equipment and executory contracts which are defined in the Motion as the "Assembly Row Leased Equipment." The Assembly Row Leased Equipment is as follows: a. M2 Lease Funds, LLC: R5.5i TAS 7.5 HP Compressor, MA Pedestals for Compressor, Restaurant equipment as stated on order acknowledgement from Pioneer Sales Company, Weber Can Printer, 82 MEK US Power, Ink MEK Black, 5 Bottles/Case. Makeup, MED, 5 Bottles /Case, Bottle, Wash MEK, Beaker, Wash, Photocell, Laser Kit, Stand, Stainless Steel Weber, Mount, Printhead Floor as stated on invoice from Weber Labels & Labeling Systems, WGC-250 Canning System, Depal-Pneu Assist DEPAL-PA, Brewery Chiller and Pilot Pro Electric Base and Wild Goose Can Depaletizer. b. Financial Pacific Leasing, Inc.: (3) 5bbl Brite Tank, (3) 3.5bbl Brite, (3) 3.5 Fermenter, Gillette Restaurant Equipment and 1 Norlake 8' x 10' x 7.7' tall walk in cooler w/indoor remote left hand hinged door compressor. At the Public Auction, all interested parties will be entitled to bid on the equipment and personal property located at the Assembly Row premises including but not limited to the assets which are the subject of the stalking horse bid and the Debtor's rights in the Assembly Row Leased Equipment as defined in the Motion to Sell with all other terms and conditions, except as to price, will be unchanged. Upon conclusion of the Public Auction sale and prior to the close of the on-line bidding, the Stalking Horse Bidder will be entitled to increase the amount of its Stalking Horse Bid of $85,000 to not less than 5% in excess of the highest bid received and to increase the amount of the bid for the entirety of the assets which are the Assembly Row Leased Equipment. The Debtor will sell the assets which are the subject of the Stalking Horse Bid and the assets which are the subject of any leases or executory contracts in effect in separate sale lots with all liens, claims and encumbrances attaching to the sale proceeds of the respective assets as sold, in the order of their priority. Multiple creditors have asserted claims which are secured by all asset blanket security interests in the Property and alleged entitlement to proceeds in the following order of priority: (i) First, Cambridge Trust Co. ("CTC"), (ii) Second, Massachusetts Growth Capital Corp. ("MGCC"); (iii) Third, Federal Realty Investment Trust ("FRIT"), (iv) Fourth, On Deck Capital Inc., (v) Fifth, Commonwealth of Massachusetts, Department of Unemployment Assistance ("DUA"), and (vi) Sixth, American Express National Bank ("AMX"). Multiple creditors assert a security interest on, or other property interests in certain discretely identified Property subject to the Motion and are defined as the "Discrete Collateral," sspecifically: a. Financial Pacific Leasing, Inc. pursuant to an equipment lease agreement for the equipment described as (3) 5bbl Brite Tank, (3) 3.5bbl Brite, (3) 3.5 Fermenter, Gillette Restaurant Equipment and 1 Norlake 8' x 10' x 7.7' tall walk in coole r w/indoor remote left hand hinged door compressor. b. Crestmark Vendor Finance, a division of MetaBank pursuant to an equipment finance agreement and security interest on the Franke Beer Kegs. c. Corporation Service Company as Representative of Ascentium pursuant to a UCC-1 financing agreement secured by the Grace Material Mezzanine, 2 office platforms, 1 tank platform, the 55 Gallon Glycol Drum and Refractometer; and a Wild Goose WGC-250 canning line (4 Auto Fill Heads), Auto Lid Drop, Auto Steamer, WGC Rinse Tunnel/Air Nozzle, Inlet Pressure/Temperature Monitoring with Multiport Liquid Infeed Manifold. d. M2 Lease Funds, LLC pursuant to equipment leases which are described as follows: (i) Lease dated Nov. 17, 2016: R5.5i TAS 7.5 HP Compressor, MA Pedestals for Compressor, Restaurant equipment as stated on order acknowledgement from Pioneer Sales Company, Weber Can Printer, 82 MEK US Power, Ink MEK Black, 5 Bottles/Case. Makeup, MED, 5 Bottles /Case, Bottle, Wash MEK, Beaker, Wash, Photocell, Laser Kit, Stand, Stainless Steel Weber, Mount, Printhead Floor as stated on invoice from Weber Labels & Labeling Systems, WGC-250 Canning System, Depal-Pneu Assist DEPAL-PA. (ii) Lease dated April 4, 2017: Brewery Chiller and Pilot Pro Electric Base, Wild Goose Can Depaletizer. CTC and MGCC have consented to the sale of the Property on the terms set forth in the Motion and agree that to the extent any valid, perfected liens, claims, interests or encumbrances existed as to the personalty of the Debtor on the Petition Date, those liens, claims, interests and encumbrances will attach to the sale proceeds. Any monies that may be due and owing regarding any such liens will not be the responsibility of the successful purchaser. In the event that Street Retail, Inc. is the successful bidder on the assets subject to the Stalking Horse Bid, Street Retail, Inc. will release its claims against the Debtor and will receive a release of any claims the estate may have against Street Retail. Three weeks following the removal of the assets upon completion of the auction, the lease with Street Retail for the Assembly Row location will be rejected and Street Retail will have possession of the Assembly Row premises. The value of the secured claims asserted against the Discrete Collateral will be determined pursuant to 11 U.S.C. Section 506(a) based upon the sale price obtained for each item of the Discrete Collateral which will be sold in discrete and separate lots. The Debtor will sell at the Public Auction the Franke beer kegs. Notwithstanding any other provision of the Order, Crestmark Vendor Finance, a division of MetaBank will be permitted to credit bid its indebtedness to acquire its collateral (consisting of Franke beer kegs) at the Public Auction, however, in the event that Crestmark credit bids at the auction sale, and acquires its collateral, Crestmark will pay to the Debtor its proportionate share of any fees and expenses incurred by the Auctioneer in conducting the auction process and will remove the kegs in accordance with the auction procedures established by the Auctioneer. All proceeds from the sale of the Property, including the proceeds from the sale of the Discrete Collateral will be held in escrow by Counsel to the Debtor in the Parker & Lipton IOLTA account until further order of the Bankruptcy Court. Within 10 business days of receipt of the report from the Auctioneer on the outcome of the Auction and the invoice from the Auctioneer, the Debtor will submit a Report of Auction Outcome and a Motion to Approve the Proposed Distribution of Sale Proceeds and an Application for Compensation on behalf of the Auctioneer. The amount of the Auctioneer’s compensation and payment of expenses will be in accordance with MLBR 6004-1 and as set forth in the Motion to Sell. The following are the procedures in connection with the Public Auction of the Property: a. The Property will be transferred on an "as is, where is" basis, without any representation or warranty of any kind by the Debtor or the Auctioneer. b. The Property will be sold free and clear of any liens, claims, encumbrances and interests, with such liens, claims, encumbrances and interests, if any, attaching to the proceeds of such sale. c. The successful bidder for any of the Property being sold (including any party asserting a security interest in the Property) will tender to the Debtor a deposit on the day of the auction equal to 25% of its bid for the purchased Property. d. There will be no credit bidding permitted due to the potential for multiple claims asserted as to certain of the Property, except as to the claims of Crestmark. e. A successful bidder will pay the balance of the purchase price by wire transfer or endorsed bank or certified check to the Auctioneer in accordance with the terms announced at the Public Auction, and in all events prior to the removal of any purchased Property. f. The Stalking Horse Bidder will be entitled to the opportunity to advance an overbid at the conclusion of the auction before the bidding closes for the entirety of the assets located at Assembly Row, including the sums bid for the Assembly Row Leased Equipment, so long as the minimum increase is not less than 5% of the highest offer(s) received. g. The Auctioneer will offer for sale in separate lots the Discrete Collateral. h. The terms for the removal of the Property by the successful bidder will be announced at the auction. The successful bidder must comply with the announced terms for removal or will forfeit the deposit and the right to purchase the Property. i. To the extent that the Debtor does not consummate a sale to highest bidder for any Property for any reason, the Debtor, in its discretion, may sell such Property to the next highest bidder for the Property that will successfully tender the required deposit to the Debtor within three business days of written notice of default of the previous highest bidder without further Court order. j. The Debtor may, at or before the sale, impose such other and additional terms and conditions as they determine to be in the best interests of the Debtor and its estate, creditors, and other parties in interest. k. Additional terms may be announced by the Auctioneer at the time of the sale. Absent opposition to the Motion to Disburse and upon entry of a final Order approved by the Court setting forth payment to the respective parties asserting claims on the proceeds from the sale of the Property including the Discrete Collateral, the proceeds from the sale, net of the proportionate share of the Auctioneer’s fees and expenses will be distributed as set forth in the Order approving the Motion to Disburse. In the event of dispute in some, but not all of the sale proceeds, the Debtor will disburse those sums which are not disputed and as authorized by the Motion to Disburse within five business days following entry of a final order on the Motion to Disburse as to the payment of undisputed sale proceeds. The Debtor will hold the disputed sums in the Parker & Lipton IOLTA account pending a determination of a Complaint for Interpleader and Declaratory Relief if required. The Complaint will be filed within 10 business days following entry of a final Order in connection with the Motion to Disburse or such further Order of the Court. Within five business days following entry of a final order and determination of any Complaint as to the claimant(s) entitled to payment from the proceeds realized from the sale of the Property the sale proceeds will be distributed. Within 10 business days following distribution, a Report of the Distribution will be filed with the Court. Except as expressly set forth, nothing in the Order will be deemed to impair or prejudice the rights and remedies of creditors to assert the right to their claims in the proceeds by a determination on the Motion to Disburse or the Complaint for Interpleader or under the Further Order or applicable law. About Somerville Brewing Company Somerville Brewing Company, a/k/a Slumbrew, d/b/a American Fresh Brewhouse, produces a wide variety of traditional and experimental Slumbrew brand beer styles. Somerville Brewing Company filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 19-13300) on Sept. 27, 2019 in Boston, Massachusetts. In the petition signed by Jeffrey Leiter, the Debtor's president and treasurer, the Debtor was estimated to have assets between $1 million to $10 million and liabilities within the same range as of the bankruptcy filing. The Hon. Frank J. Bailey is the case judge. Parker & Lipton is the Debtor's counsel. SOMERVILLE BREWING: Online Auction of Personal Property Approved ---------------------------------------------------------------- Judge Frank J. Bailey of the U.S. Bankruptcy Court for the District of Massachusetts authorized Somerville Brewing Co.'s public auction sale of all of its personal property, and equipment, free and clear of all liens, claims, interests, and encumbrances. A telephonic hearing on the Motion was held on Aug. 11, 2020. The Public Auction will take place via on-line bidding due to the current limitations on physical distancing and related restrictions at both of the locations operated by the Debtor which are at 15 Ward Street, Somerville, Massachusetts, and 490 Foley Street, Somerville, Massachusetts ("Assembly Row") and online through the Internet Auction Mechanism as more thoroughly described in the Motion of Debtor for Authority to Employ Auctioneer to Conduct Public Auction of Personalty Assets, which Motion was approved on July 7, 2020. The Public Auction will be conducted by the Debtor's auctioneer, Paul E. Saperstein Co., Inc. as follows: Assembly Row on Aug. 19, 2020 at 11:00 a.m. and Ward Street on Aug. 20, 2020 at 11:00 a.m. The Debtor will submit a proposed order by 4:30 p.m. on Aug. 13, 2020. About Somerville Brewing Company Somerville Brewing Company, a/k/a Slumbrew, d/b/a American Fresh Brewhouse, produces a wide variety of traditional and experimental Slumbrew brand beer styles. Somerville Brewing Company filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 19-13300) on Sept. 27, 2019 in Boston, Massachusetts. In the petition signed by Jeffrey Leiter, the Debtor's president and treasurer, the Debtor was estimated to have assets between $1 million to $10 million and liabilities within the same range as of the bankruptcy filing. The Hon. Frank J. Bailey is the case judge. Parker & Lipton is the Debtor's counsel. STEIN MART: Files Voluntary Chapter 11 Bankruptcy Petitions ----------------------------------------------------------- Stein Mart, Inc. on Aug. 12, 2020, disclosed that it and its subsidiaries have filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Middle District of Florida – Jacksonville Division. The Company has filed customary motions with the Bankruptcy Court that will authorize, upon Bankruptcy Court approval, the Company's ability to maintain operations in the ordinary course of business, including, among other things, the payment of employee wages and benefits without interruption, payment of suppliers and vendors in the normal course of business, and the use of cash collateral. These motions are typical in the Chapter 11 process and the Company anticipates that they will be approved shortly after the commencement of its Chapter 11 case. Details on the Company's Chapter 11 process and go-forward strategy are as follows: * The Company expects to close a significant portion, if not all, of its brick-and-mortar stores and, in connection therewith, the Company has launched a store closing and liquidation process. The Company, however, will continue to operate its business in the ordinary course in the near term; and * The Company is evaluating any and all strategic alternatives, including the potential sale of its eCommerce business and related intellectual property. Hunt Hawkins, Chief Executive Officer of Stein Mart, Inc., said, "The combined effects of a challenging retail environment coupled with the impact of the Coronavirus (COVID-19) pandemic have caused significant financial distress on our business. The Company has determined that the best strategy to maximize value will be a liquidation of its assets pursuant to an organized going out of business sale. The Company lacks sufficient liquidity to continue operating in the ordinary course of business. I would like to thank all of our employees for their dedication and support." Additional details: * The Company's restructuring counsel is Foley & Lardner LLP, its restructuring advisor is Clear Thinking Group LLC and its investment banker is PJ SOLOMON. * Court filings and other documents related to the process are available at https://cases.stretto.com/SteinMart. About Stein Mart Stein Mart, Inc. (NASDAQ: SMRT) -- http://www.SteinMart.com-- is a national specialty omni off-price retailer offering designer and name-brand fashion apparel, home décor, accessories and shoes at everyday discount prices. Stein Mart provides real value that customers love every day. The company operates 281 stores across 30 states. SUNNY HILLS: Burns-Coffins Buying Walnut Creek Property for $600K ----------------------------------------------------------------- Sunny Hills Aquatic Club asks the U.S. Bankruptcy Court for the Northern District of California to authorize the sale of the real property commonly known as 2129 Youngs Valley Road, Walnut Creek, California, APN No. 187-011-019-2, to Jared Burns-Coffin and Cassie Rose Burns-Coffin for $600,000. The Debtor owns the Property, a residential lot comprised of an approximately 1.9 acres (83,200 Sq. Ft.). The Debtor operated a community membership pool on the Property. The Debtor's shareholders wish to dissolve the corporation, its shareholders having no interest in continuing the swim club. Therefore, the shareholders proceeded to sell the Property, with the idea that they would pay all creditors in full, and distribute any balance to the shareholders. However, the shareholders had a dispute with one of the former shareholders which resulted in a judgment determining that the disputed member, Hadi Zeghuzi, had no interest in the Property, but he was entitled to his pro rata share of the distributions to shareholders. The Judgment was recorded. To the Debtor's dismay, the Debtor could not find a title company willing to provide title insurance unless Zeghuzi signed a quit claim deed. He refused to do so. Therefore, the bankruptcy case was commenced so that the Debtor could obtain an order from the Court directing that the Property be sold free and clear of the Judgment, with any interest that the Judgement holders have attaching to the proceeds for further distribution subject to the Court's order. The secured creditor is owed approximately $200,000, plus accrued interest, and the Debtor asks approval of the sale for $600,000. The unsecured creditors are owed $7,855 (plus $10,000 owed to Wendel Rosen), and administrative expenses will be approximately $4,000 a month. It is an excess case wherein creditors will be paid in full, and shareholders will receive a distribution. The amount of the distribution to shareholders will be determined after all expenses are known, including capital gains taxes, if any, have been paid. The Property is purportedly encumbered by the following liens or interests, as reflected in the preliminary title report: (a) A purported interest or lien asserted by Hadi Zeghuzi and Swim Shac, LLC, evidenced by the recording of that certain Judgment on Stipulation recorded Dec. 11, 2018, as Instrument No. 2018-198176 in the Official Records of Contra Costa County; and (b) A first deed of trust in the principal amount of $200,000 held by Pensco Trust Company LLC, fbo Albert Demartini Jr. PSP fbo Cynthia DeMartini Custody Only Account and John P. Campagna dba Campagna Realty Services, evidenced by that certain deed of trust recorded Sept. 3, 2019, as Instrument No. 2019-0142883 in the Official Records of Contra Costa County. The Debtor intends to pay this lien in full from the proceeds of the sale through escrow. Before the commencement of the case, on April 26, 2019, the Debtor entered into an Exclusive Vacant Land Listing Agreement, dated April 28, 2019, with DirtBrokers, Inc., a licensed real estate brokerage firm , as the real estate broker to market and sell the Property; thereafter, the Debtor executed two modifications extending the expiration of the listing agreement through Nov. 18, 2020. The Debtor has filed an Application to Employ Real Estate Broker for Debtor. Commencing at the end of April 2019, the Property was marketed extensively over one year. The Broker received, on behalf of the Debtor, a Commercial Property Purchase Agreement and Joint Escrow Instructions, as modified by Addendum No. 1 (dated Feb. 20, 2020), and First Amendment To Commercial Property Purchase Agreement (dated June 12, 2020), wherein the Buyers offer to the purchase the Property for $700,000 which was later reduced to $600,000 after the Purchaser did their due diligence. Pursuant to the terms of the Purchase Agreement, the Purchasers have deposited $21,000 with First American Escrow. Subject to Bankruptcy Court approval, the Debtor and the Purchasers have agreed to extend the closing date to the earlier to occur the earlier of (i) 14 days after Court approval, or (ii) Aug. 28, 2020. The Secured Creditor will be paid through escrow, along with other expenses of sale. It is the Debtor's intention, to sell the Property, pay all creditors in full through a plan or other Court order, and then dissolve the Debtor. At the time of the dissolution, Zeghuzi will be paid his pro rata share of the distribution, consistent with the Judgment. The Purchase Agreement is subject to Bankruptcy Court approval. The Property to be sold on an "as is" basis and, other than those representations reflected in the Purchase Agreement, the Debtor has made no representations or warranties, directly or indirectly, express or implied, with respect to the physical, legal, economic or other condition or history of the Property. The Debtor believes the proposed sale is in the best interest of the estate and its creditors. The Debtor asks authorization and authority for it, and any escrow agent upon the Debtor's written instruction, to make the following disbursements on or after the closing of the sale as are required by the Purchase Agreement or order of the Court approving the Motion: (a) payment of amounts owed to secured creditor Pensco as evidenced by the Pensco Deed of Trust; (b) all delinquent real property taxes and outstanding post-petition real property taxes pro-rated as of the closing with respect to the real property included among the purchased assets; (c) Broker's commission as described in the Broker Application and Order approving the same (to be entered prior to entry of the Order approving the sale); and (d) all other ordinary and usual closing costs agreed to in the Purchase Agreement. (e) The sum of approximately $6,850 to DeBolt Civil Engineering to prepare a land survey as required by the Amendment attached to the Purchase Agreement. Finally, the Debtor asks that the Court enters an order waiving the 14-day stay provisions of Rule 6004(h) of the Federal Rules of Bankruptcy Procedure. It is in the best interests of the estate that the sale be consummated as quickly as possible without any stay pending appeal. A delay in the closing of the sale will increase carrying costs and may result in the loss of the sale, which would in turn require a remarketing of the Property. Notice has afforded reasonable opportunity to present an opposition. The sale is in the best interest of the estate in that it is for the highest and best amount that the Debtor could obtain, after marketing the property for over a year. The offer is all-cash with minimal contingencies, and the Debtor believes that the sale is likely to close as soon as practicable. A copy of the Agreement is available at https://tinyurl.com/yba6a623 from PacerMonitor.com free of charge. About Sunny Hills Aquatic Club Sunny Hills Aquatic Club sought protection under Chapter 11 of the Bankruptcy Code (N.D. Cal. Case No. 20-41077) on June 25, 2020, listing under $1 million in both assets and liabilities. Tracy Green, Esq. at Wendel, Rosen, Black And Dean represents the Debtor as counsel. SUPPERTIME INC: Has Until Sept. 15 to File Reorganization Plan -------------------------------------------------------------- Judge Mindy A. Mora of the U.S. Bankruptcy Court for the Southern District of Florida has entered an order within which the right of Debtor Suppertime, Inc. to file a plan of reorganization is extended through and including Sept. 15, 2020. A copy of the order dated July 10, 2020, is available at https://tinyurl.com/yb75b464 from PacerMonitor.com at no charge. The Debtor is represented by: Craig I. Kelley, Esquire Kelley, Fulton & Kaplan, P.L. 1665 Palm Beach Lakes Blvd, Suite 1000 West Palm Beach, FL 33401 Tel: (561) 491-1200 Fax: (561) 684-3773 E-mail: craig@kelleylawoffice.com About Suppertime Inc. Suppertime, Inc., operates as a restaurant known as Hurricane Cafe, which is located in Juno Beach, Florida. Suppertime sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-25666) on Nov. 20, 2019. The petition was signed by G. Scott Philip, president. At the time of the filing, Debtor was estimated to have assets under $100,000 and less than $1 million in debts. The case has been reassigned to Judge Mindy A. Mora after Judge Erik P. Kimball was removed from the case. The Debtor is represented by Craig I. Kelley, Esq. at Kelley, Fulton & Kaplan, P.L. SUR LA TABLE: In Chapter 11 to Pursue Quick Sale ------------------------------------------------ Sur La Table, the leading retail destination since 1972 for those passionate about cooking and entertaining, today announced that it has filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of New Jersey to consummate a restructuring and going-concern sale of the Company, subject to Court approval. With the support of its lenders, Sur La Table has secured the necessary debtor-in-possession financing to complete the Court process. The Company contemplates the sale of Sur La Table retail stores after the rationalization of its national store footprint and closure of certain stores to prosper in the current retail environment and position the Company for a vibrant future. The Company has entered into a stalking horse asset purchase term sheet with affiliates of Fortress Investment Group. Fortress is working in partnership with STORY3 Capital Partners, who together bring capital and deep consumer expertise which will empower the Company to unlock significant growth opportunities. Following the sale, the Company will include its successful retail stores, popular in-person and online cooking classes,and its thriving eCommerce business. Sur La Table believes that that it is exceptionally well positioned to thrive in the post-COVID-19 world, as food, cooking and in-home entertainment continue to capture increasing mindshare of consumers, and as such, this strategy is in the best long-term interests of its employees,customers, and vendors. Jason Goldberger, CEO of Sur La Table commented: "This sale process will result in a revitalized Sur La Table,positioned to thrive in a post COVID-19 retail environment. Sur La Table will have a balance sheet and retail footprint optimized to position the Company for a bright future that continues our nearly 50-year tradition of offering high-quality cooking products and experiences to our customers." As of July 4th,2020, 121 Sur La Table stores across the country have safely reopened, in accordance with CDC, federal, state and local guidelines. The Company has filed customary motions with the Bankruptcy Court that will permit, upon Court approval, Sur La Table's ability to maintain operations in the ordinary course. These motions are typical in the Chapter 11 process and the Company anticipates that they will be approved shortly after this voluntary filing of its application for protection under the applicable statutes. About Sur La Table Sur La Table, Inc. -- https://www.surlatable.com/ -- is a privately held retail company that sells kitchenware products, including cookware, bakeware, kitchen tools, knives, small appliances, dining and home products, coffee and tea, food, and outdoor cookware. SLT Holdco, Inc. and affiliate, Sur La Table, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Tex. Lead Case No. 20-18368) on July 8, 2020. The petition was signed by Jason Goldberger, chief executive officer. At the time of the filing, SLT Holdco was estimated to have assets and liabilities of between $10 million to $50 million. Sur La Table was estimated to have assets and liabilities of between $100 million to $500 million. Michael D. Sirota, Esq., Warren A. Usatine, Esq., David M. Bass, Esq., Jacob S. Frumkin, Esq. of Cole Schotz P.C., serve as counsel to the Debtors. SOLIC Capital is the Debtors' financial advisor and investment banker. A&G Realty Partners LLC acts as the Debtors' real estate advisor. Great American Group, LLC and Tiger Capital are the Debtors' sales consultant. Omni Agent Solutions is the Debtors' claims and noticing agent. TAILORED BRANDS: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------------- The Office of the U.S. Trustee on Aug. 11, 2020, appointed a committee to represent unsecured creditors in the Chapter 11 cases of Tailored Brands, Inc. and its affiliates. The committee members are: 1. The Bank of NY Mellon Trust Company, N.A. 601 Travis, 16th Floor Houston, TX 77002 Attention: Dennis J. Roemlein 713-483-6531 dennis.roemlein@bnymellon.com 2. Cristian Zuniga 4716 W. Ave. L10 Lancaster, CA 93536 661-429-6978 zuniga.a.cristian@gmail.com 3. AT&T Services, Inc. One AT&T Way, Room 3A115 Bedminster, NJ 07921 Attention: Karen A. Cavagnaro 980-532-1957 km1426@att.com 4. Brookfield Properties Retail, Inc. 350 N. Orleans St., Suite 300 Chicago, IL 60654 Attention: Julie Minnick Bowden 312-960-2707 julie.bowden@brookfieldpropertiesretail.com 5. Icon International, Inc. One East Weaver Street Greenwich, CT 06831 Attention: Gary Perlman 203-328-7926 gperlman@ICON-INTL.com 6. Productos Textiles S.A. Zona Libre INHDELVA, 800 mts Carretera a La Jutosa, Choloma, Cortes, Honduras Attention: Jacobo Katten S +504-9978-5004 jacobo.kattan@protexsa.hn 7. Peerless Clothing International 200 Industrial Park Road St. Albans, VT 05478 Attention: Sharon Chapman 514-593-9300 sharonc@peerless-clothing.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 Tailored Brands Tailored Brands, Inc., (NYSE: TLRD) is an omni-channel specialty retailer of menswear, including suits, formalwear and a broad selection of polished and business casual offerings. It delivers personalized products and services through its convenient network of over 1,400 stores in the United States and Canada as well as its branded e-commerce websites at http://www.menswearhouse.com/and http://www.josbank.com. Its brands include Men's Wearhouse, Jos. A. Bank, Moores Clothing for Men and K&G. Tailored Brands reported a net loss of $82.28 million for the year ended Feb. 1, 2020, compared to net earnings of $83.24 million for the year ended Feb. 2, 2019. As of Feb. 1, 2020, the Company had $2.42 billion in total assets, $2.52 billion in total liabilities, and a total shareholders' deficit of $98.31 million. On Aug. 2, 2020, Tailored Brands and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33900) on Aug. 2, 2020. As of July 4, 2020, Tailored Brands disclosed $2,482,124,043 in total assets and $2,839,642,691 in total liabilities. The Hon. Marvin Isgur is the case judge. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Jackson Walker L.L.P., Stikeman Elliot LLP and Mourant Ozannes as co-bankruptcy counsel; PJT Partners LP as financial advisor; Alixpartners, LLP as restructuring advisor; and A&G Realty Partners, LLC as the real estate consultant and advisor. Prime Clerk LLC is the claims agent. TARGET GROUP: Needs More Working Capital to Remain Going Concern ---------------------------------------------------------------- Target Group Inc. filed its quarterly report on Form 10-Q, disclosing a net income of $2,805,024 on $30,000 of revenue for the three months ended March 31, 2020, compared to a net loss of $1,139,758 on $0 of revenue for the same period in 2019. At March 31, 2020, the Company had total assets of $15,117,624, total liabilities of $9,302,856, and $5,814,768 in total stockholders' equity. Target Group said, "The Company has earned minimal revenue since inception to date and has sustained operating losses during the three months ended March 31, 2020. The Company had working capital deficit of US$4,844,676 and an accumulated deficit of US$16,657,600 as of March 31, 2020. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required. "The unaudited condensed consolidated interim financial statements have been prepared assuming that the Company will continue as a going concern up-to at least 12 months from the balance sheet date; however, the above condition raises substantial doubt about the Company's ability to do so. The unaudited condensed consolidated interim financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. "In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations." A copy of the Form 10-Q is available at: https://is.gd/gHKcio Target Group Inc. cultivates, processes, and distributes curated cannabis products for the adult-use medical and recreational cannabis market in Canada. It also offers Wisp, a single-use pre-measured pod and vaporizer system for consumers involved in vaporizing natural herbs, including cannabis. The company was formerly known as Chess Supersite Corporation and changed its name to Target Group Inc. in July 2018. Target Group Inc. was founded in 2013 and is based in Vaughan, Canada. TBH19 LLC: Creditors to Get Paid from Asset Sale Proceeds --------------------------------------------------------- Secured Creditor DBD Credit Funding LLC filed with the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, a Plan of Reorganization for debtor TBH19, LLC dated July 14, 2020. DBD Credit Funding LLC believes the Debtor filed for bankruptcy as part of an ongoing effort to maintain control over its sole asset—that certain piece of real property located at 1011 N. Beverly Drive, Beverly Hills, California 90210 (the "Real Property") along with all personal property owned by Debtor or located on, used with, and/or appurtenant to the Real Property. The debt load on the Property has become unsustainable. The Debtor has failed to provide financial statements or other information that would indicate the existence of operating income, an equity infusion or other cash sources necessary to satisfy the Debtor's obligations. The Debtor's creditors are unwilling to continue offering concessions to the Debtor and the Property should be sold and the proceeds distributed to creditors pursuant to the terms of the Plan. It is intended that both the transfer of the Property to the Liquidating Trust by the Debtor, and the subsequent sale of the Property by the Liquidating Trust, will be regarded as made pursuant to a confirmed plan under Chapter 11, and consequently that no state or local transfer, stamp or excise taxes should be imposed on such transfers under Section 1146(a) of the Bankruptcy Code. Based upon the appraisal from Ron Green as well as the marketing of the Property conducted to date, the fair market value of all assets equals approximately $90,000,000. Based upon the proofs of claim submitted to the court, total liabilities equal approximately $311,119,211. The Plan must provide that a non-consenting impaired claimant or interest holder of a consenting class receive at least as much as would be available had the Debtor filed a Chapter 7 petition instead. In a Chapter 7 case the general rule is that the Debtor's assets are sold by a trustee. Unsecured claims generally share in the proceeds of sale only after secured creditors and administrative claimants are paid. Certain unsecured claims get paid before other unsecured claims do. Unsecured claims with the same priority share in proportion to the amount of their allowed claim in relationship to the total amount of allowed claims. Class #2a Nominal Unsecured Claims include “nominal” claims of $1,000 or less, and any larger unsecured claims whose claimant agreed to reduce its claim to this amount. Claimants are not entitled to vote to accept or reject the Plan. Claimants will be paid the nominal amount on the Effective Date, or as soon as practicable thereafter. Estimated total payments are $0. Class #2b General unsecured claims will be paid a pro rata share of any amounts received in excess of the secured, administrative, and priority claims pursuant to the sale. Payments will begin on or around the closing of a sale (date): December 31, 2020. Under the Plan, the shareholder receive no distribution on account of their shares and each interest is cancelled in its entirety. The Plan provides for the liquidation of all, or substantially all, of the property of the estate. A full-text copy of the Disclosure Statement dated July 14, 2020, is available at https://tinyurl.com/y2u6lf7v from PacerMonitor at no charge. Attorney for DBD Credit: Samuel A. Newman Genevieve G. Weiner Eric Schwartz Waqas A. Akmal Kennison Lay SIDLEY AUSTIN LLP 555 West Fifth Street Los Angeles, CA 90013 Telephone: 213.896.6000 Facsimile: 213.896.6600 E-mail: sam.newman@sidley.com gweiner@sidley.com eschwartz@sidley.com wakmal@sidley.com klay@sidley.com - and - Alexis Miller Buese SIDLEY AUSTIN LLP 1999 Avenue of the Stars, 17th Floor Los Angeles, CA 90067 Telephone: 310.595.9500 Facsimile: 310.595.9501 E-mail: alexis.buese@sidley.com About TBH19 LLC TBH19, LLC owns a single-family residential property located at 1011 N. Beverly Hills, Calif., having an appraised value of $125 million. The residence is considered one of the crowning achievements of renowned architect Gordon Kaufmann and was built in 1927 for Milton Getz, executive director of the Union Bank & Trust Company. TBH19 is managed by Lenard M. Ross. TBH19 sought for Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-23823) on Nov. 24, 2019. The Debtor disclosed total assets of $125,042,955 and total liabilities of $75,126,312 as of the bankruptcy filing. Judge Vincent P. Zurzolo oversees the case. The Law Offices of Robert M. Yaspan, is the Debtor's legal counsel. TROIANO TRUCKING: Trustee Selling Homeland Assets for $2 Million ---------------------------------------------------------------- Steven Weiss, the duly appointed Chapter 11 Trustee of Troiano Trucking, Inc. and Troiano Realty, LLC, asks the U.S. Bankruptcy Court for the District of Massachusetts to authorize the sale of assets to Homeland Group Realty, LLC or its nominees, pursuant to the terms and conditions of the Asset Purchase Agreement, for $2 million, subject to overbid. Trucking's assets include a processing line which takes the food waste, converts it to a slurry, which is then forced through an extruder to shape the pellets; the pellets are then run through a dryer to produce the finished product. The operations are conducted pursuant to a Recycling, Composting or Conversion Permit ("RCC Permit") issued by the Massachusetts Department of Revenue. In addition, Trucking has dumpsters, vehicles and miscellaneous equipment. Trucking currently has approximately 10 full time employees, plus some part-time employees. The Debtors' primary secured lender is Avidia Bank, which was owed approximately $5 million as of the petition date. Avidia has a first mortgage on Realty's property, and a blanket security interest in Trucking's assets. Two creditors, Financial Pacific Leasing, Inc., Phoenix Feeds & Nutrition, Inc., and Paradigm Equipment Financing, Inc., claim purchase money security interests in specific pieces of equipment. On information and belief, real estate taxes are in the approximate amount of $50,000. Since his appointment, the Trustee has been actively marketing the Debtors' assets for sale to third parties. While the Trustee did not hire a business broker, approximately six parties expressed interest in the Debtors' assets, executed non-disclosure agreements, and received information regarding the Debtors' assets. Several of those parties visited the Debtors' facility. As a result of these efforts, on July 9, 2020, the Trustee has entered into the APA with the Purchaser for the acquisition of the Real Estate and most of Trucking's assets, and including assignment of Trucking's rights in the RCC Permit. In addition, as an essential part of the sale, the Purchaser is also acquiring the stock of Trucking's sole shareholder, Mark Troiano. Mr. Troiano is also in a Chapter 11 case before the Court [Docket No. 19-41607-CJP]. The Purchaser desires Mr. Troiano's stock interest as ownership of Trucking, as holder of the Permit, will enable the Purchaser to operate until it can transfer ownership of the Permit to the new company. It is anticipated that Mr. Troiano will be managing the operations for the Purchaser after the sale is consummated. Homeland Group is a limited liability company based in Holden, Massachusetts. In the event that the Purchaser is the successful bidder, it will assign its rights to operating assets and real estate to separate entities. The salient terms of the APA are: a. Seller: Steven Weiss, Chapter 11 Trustee b. Buyer: Homeland Group Realty, LLC, or its nominees c. Acquired Assets: (i) Real estate at 109 Creeper Hill Road, North Grafton, Massachusetts; (ii) All of Trucking's equipment and inventory; (iii) All of Trucking's motor vehicles and dumpsters; and (iv) All other assets of Trucking except the Excluded Assets d. Consideration: $2 million - (i) For real estate owned by Realty - $1 million, and For assets of Trucking - $1 million e. Assumed Liabilities: Contract with the Massachusetts Department of Corrections for waste removal f. Financing: Contingent on financing in the amount of $1 million g. Closing: Within 30 days of approval of renewal of the Debtor's permit issued by the Massachusetts Department of Environmental Protection h. Reps and Warranties: Representations and warranties usual and customary for transactions of this nature i. Deposit: $50,000 j. Break Up Fee: $75,000 (allowance subject to court approval) k. Next Highest Bid: $2.1 million l. There is no broker associated with the sale. The Trustee asks that the Acquired Assets be transferred to the Successful Bidder(s) free and clear of all liens, claims and encumbrances, with such liens, claims and encumbrances to attach to the net proceeds of the Sale. The Trustee will cause the Motion and the Notice of Sale upon all Notice Parties. He will also cause to be served the Sale Notice only on all other known creditors. Upon completion of the sale, the Trustee asks authority to make disbursements as follows: (a) first, to regular and customary closing costs, including deed stamps and recording costs; (b) to real estate taxes and municipal charges to the Town of Grafton; (c) to the United States Trustee for all quarterly fees due through the date of the sale; (d) to the bankruptcy estates for their respective “carve out” as described above; and (e) the balance to Avidia Bank on its secured claims. By the Motion, the Trustee asks the issuance and entry of an order authorizing and approving the Sale, and the Trustee's consummation of the transactions contemplated in the Agreement. A copy of the APA is available at https://tinyurl.com/ybmlebzf from PacerMonitor.com free of charge. About Troiano Trucking Troiano Trucking, Inc. -- http://www.troianotrucking.com/-- is a privately held company in Grafton, Mass., in the waste hauling business. The company maintains a fleet of four trucks, which allows it to service its customers with removal of bakery waste, rubbish, demolition materials and recyclables. It serves construction companies, roofing companies, bakeries and individual home owners. Troiano Realty, LLC, is a real estate lessor whose principal assets are located at 109 Creeper Hill Road, North Grafton, Mass. The property is valued at $1.48 million based on tax valuation assessment method. Troiano Trucking and Troiano Realty sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Lead Case No. 19-40656) on April 23, 2019. At the time of the filing, Troiano Trucking was estimated to have assets and liabilities of between $1 million and $10 million. Troiano Realty disclosed $1,485,000 in assets and $4,220,210 in liabilities. TROIANO TRUCKING: Trustee Selling Homeland Assets for $2M --------------------------------------------------------- Judge Christopher J. Panos of the U.S. Bankruptcy Court for the District of Massachusetts has entered a supplemental order regarding the hearing on the proposed sale by Steven Weiss, the duly appointed Chapter 11 Trustee of Troiano Trucking, Inc. and Troiano Realty, LLC, of assets to Homeland Group Realty, LLC or its nominees, pursuant to the terms and conditions of the Asset Purchase Agreement, for $2 million, subject to overbid. Trucking's assets include a processing line which takes the food waste, converts it to a slurry, which is then forced through an extruder to shape the pellets; the pellets are then run through a dryer to produce the finished product. The operations are conducted pursuant to a Recycling, Composting or Conversion Permit ("RCC Permit") issued by the Massachusetts Department of Revenue. In addition, Trucking has dumpsters, vehicles and miscellaneous equipment. Trucking currently has approximately 10 full time employees, plus some part-time employees. The Court has entered an order converting the hearing scheduled for Aug. 13, 2020, at 3:00 p.m., including the hearing on the the Trustee's Sale Motion, to a hearing by video, the Court enters the supplemental order to clarify its expectation with respect to the bids that have been submitted pursuant to the Notice of Sale. Any party who has submitted a bid in accordance with the Notice of Sale must be prepared, at the commencement of the Hearing, to confirm that they are prepared to sign an asset purchase agreement, which provided that higher offers must be for cash, and on the same terms and conditions as set forth in the Motion to Approve Sale and the Agreement, other than the purchase price. If the bidders are not prepared to sign the APA without alteration, other than the sale price, they must file a redlined version of the APA reflecting any changes with the Court by 12:00 p.m. on Aug. 13, 2020 and will be prepared to discuss any proposed revisions at the outset of the Hearing. The Trustee will provide a copy of the Order to all bidders, along with a copy of the APA in word format, forthwith. A copy of the APA is available at https://tinyurl.com/ybmlebzf from PacerMonitor.com free of charge. About Troiano Trucking Troiano Trucking, Inc. -- http://www.troianotrucking.com/-- is a privately held company in Grafton, Mass., in the waste hauling business. The company maintains a fleet of four trucks, which allows it to service its customers with removal of bakery waste, rubbish, demolition materials and recyclables. It serves construction companies, roofing companies, bakeries and individual home owners. Troiano Realty, LLC, is a real estate lessor whose principal assets are located at 109 Creeper Hill Road, North Grafton, Mass. The property is valued at $1.48 million based on tax valuation assessment method. Troiano Trucking and Troiano Realty sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Lead Case No. 19-40656) on April 23, 2019. At the time of the filing, Troiano Trucking was estimated to have assets and liabilities of between $1 million and $10 million. Troiano Realty disclosed $1,485,000 in assets and $4,220,210 in liabilities. TRUE RELIGION: Asks Court to Extend Plan Exclusivity Thru Nov. 9 ---------------------------------------------------------------- True Religion Apparel, Inc. and its affiliates ask the United States Bankruptcy Court for the District of Delaware to extend the exclusive periods for the companies to file a chapter 11 plan by 90 days, through and including, November 9, 2020, and to solicit acceptances thereof by 90 days, through and including January 8, 2021. The court previously extended the Debtors' exclusive filing period through, and exclusive solicitation period through August 11, 2020, and October 13, 2020, respectively. The Debtors have been operating under the protection of Chapter 11 for approximately 4 months, and made significant and material progress in administering the Chapter 11 Cases. The Debtors contend they have shown good faith in these Chapter 11 Cases, and together with their advisors have worked diligently to administer this case as efficiently as possible to minimize administrative expenses and maximize the recovery available to all of the Debtor's stakeholders. In addition, the official committee of unsecured creditors is informed, involved, and has been provided with the necessary documents for various issues. The Debtors' efforts have culminated with the filing of an Amended Plan and Disclosure Statement. Thus, they need sufficient time to solicit votes on the Plan to avoid chaos into the process. On July 27, 2020, the Court entered an order approving the explanatory Disclosure Statement and scheduled a hearing to confirm the Plan for Sept. 8. "Allowing the expiration of the Exclusive Periods at this critical stage would serve only to interfere with the progress of the Chapter 11 Cases and introduce chaos into the process," the Debtors contend. About True Religion Apparel Founded in Los Angeles, Calif., in 2002, True Religion Apparel, Inc. and its affiliates design, market, sell and distribute premium fashion apparel centered on their core denim products using the brand names "True Religion" and "True Religion Brand Jeans." The products are distributed through wholesale and retail channels and through the website at http://www.truereligion.com/on a global basis. The companies had 87 retail stores and over 1,000 employees as of April 13, 2020. True Religion Apparel and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-10941) on April 13, 2020. At the time of the filing, the Debtors estimated between $100 million and $500 million in both assets and liabilities. Judge Christopher S. Sontchi oversees the cases. The Debtors tapped Cole Schotz P.C. as legal counsel; Akin Gump Strauss Hauer & Feld, LLP as corporate counsel; Province, Inc. as financial advisor; Retail Consulting Services, Inc. as real estate advisor; and Stretto as claims and noticing agent. Richard Lynch of HRC Advisory, LP, is the Debtors' interim chief financial officer. The United States Trustee for Region 3 has appointed an official committee of unsecured creditors. ULTRA PETROLEUM: Has $217.6M Net Loss for Quarter Ended March 31 ---------------------------------------------------------------- Ultra Petroleum Corp. filed its quarterly report on Form 10-Q, disclosing a net loss of $217,605,000 on $130,076,000 of total operating revenues for the three months ended March 31, 2020, compared to a net income of $40,674,000 on $271,461,000 of total operating revenues for the same period in 2019. At March 31, 2020, the Company had total assets of $1,500,658,000, total liabilities of $2,561,854,000, and $1,061,196,000 in total stockholders' deficit. The Company said, "The significant risks and uncertainties related to the Company's liquidity and the Chapter 11 Cases raise substantial doubt about the Company's ability to continue as a going concern. As such, the accompanying condensed consolidated financial statements (unaudited) are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. If the Company cannot continue as a going concern, adjustments to the carrying values and classification of its assets and liabilities and the reported amounts of income and expenses could be required and could be material. "The filing of the Chapter 11 Cases constitutes an event of default under the Company's outstanding debt agreements, resulting in the automatic and immediate acceleration of all of the Company's outstanding debt. The Company projects that it will not have sufficient cash on hand or available liquidity to repay such debt. These conditions and events raise substantial doubt about the Company's ability to continue as a going concern. "As part of the Chapter 11 Cases, the Company submitted the Plan to the Bankruptcy Court. The Company's operations and its ability to develop and execute its business plan are subject to a high degree of risk and uncertainty associated with the Chapter 11 Cases. The outcome of the Chapter 11 Cases is subject to a high degree of uncertainty and is dependent upon factors that are outside of the Company's control, including actions of the Bankruptcy Court and the Company's creditors. There can be no assurance that the Company will confirm and consummate the Plan as contemplated by the RSA or complete another plan of reorganization with respect to the Chapter 11 Cases. As a result, the Company has concluded that management's plans do not alleviate substantial doubt about the Company's ability to continue as a going concern absent a successful restructuring. "Furthermore, as noted in the Annual Report on Form 10-K, the Company's independent registered public accounting firm included an explanatory paragraph in its opinion of the audited consolidated financial statement regarding substantial doubt about the Company's ability to continue as a going concern. As a result, the Company was in default under each of the Credit Agreement and Term Loan Agreement on April 14, 2020 when it delivered its financial statements to the lenders under the Credit Agreement and the Term Loan Agreement, respectively. "Accordingly, the Company has classified all of its outstanding debt as a current liability on its condensed consolidated balance sheet as of March 31, 2020 and December 31, 2019." A copy of the Form 10-Q is available at: https://is.gd/J9GMYL Ultra Petroleum Corp., an independent oil and gas company, engages in the acquisition, exploration, development, operation, and production of oil and natural gas properties. Its principal business activities are developing its natural gas reserves in the Green River Basin of southwest Wyomingthe Pinedale and Jonah fields. The company was founded in 1979 and is headquartered in Englewood, Colorado. UNITED AIRLINES: Says Around 36,000 Workers Could Be Furloughed --------------------------------------------------------------- Kevin Granville and Mohammed Hadi, writing for the New York Times, reports that the United Airlines said July 8, 2020, that it could furlough as many as 36,000 workers, or nearly 40 percent of its staff, starting Oct. 1 if travel remained weak and if enough employees did not accept buyout and early retirement packages. Airlines have been warning workers for months that they could start making significant cuts once federal stimulus funds expire. United received about a fifth of the $25 billion Congress authorized in March to help airlines pay employees as long as the companies made no significant cuts through Sept. 30. The Oct. 1 furloughs would include about 15,000 flight attendants, 11,000 customer service and gate agents, 5,500 maintenance employees, and 2,250 pilots, among others. Those numbers could be smaller if ticket sales pick up significantly or if many thousands of workers apply for reduced hours or voluntary leave before a mid-July deadline United has set for buyouts and early retirement packages, the airline said in a memo to its employees. United is also cutting almost a third of management and administrative employees. "The United Airlines projected furlough numbers are a gut punch, but they are also the most honest assessment we've seen on the state of the industry," said Sara Nelson, president of the Association of Flight Attendants union, which represents nearly 50,000 workers at 19 airlines, including United. In a statement, Ms. Nelson called on Congress to extend the stimulus funding "to avoid hundreds of thousands of layoffs from an industry that normally drives economic activity." Most workers will know if they are being furloughed by the end of August. Most of those who are furloughed will be eligible to return to their jobs when air travel picks up. Air travel had started to rebound after falling about 96 percent in April, but the recovery has been choppy and is expected to remain uneven. On Tuesday, United announced that it was revising the August schedule it announced only last week because bookings had begun sliding again amid a surge in virus cases in the Sunbelt and after Connecticut, New Jersey and New York said they would require travelers from states with rising infection rates to quarantine themselves for two weeks. On Tuesday, about 642,000 people went through federal airport security checkpoints, about a quarter of the foot traffic from the same time last year. Technology stocks led Wall Street higher on Wednesday, but trading was unsteady as investors considered the spreading coronavirus outbreak and new friction between the United States and China. After swinging from gains to losses and back again, the S&P 500 rose less than 1 percent. The technology heavy Nasdaq composite fared better, rising nearly 1.5 percent, as shares of companies including Amazon, Microsoft, Facebook and Apple rallied. All four of those stocks, and the broader Nasdaq composite, hit record highs on Wednesday. Technology stocks, favored by investors who see them as insulated from the worst of the coronavirus pandemic, have rallied since late June amid a surge of cases of the virus across the United States. The companies have cash stockpiles that will protect them from any downturn, and products that are in higher demand as the pandemic keeps workers at home. More broadly, stocks have been climbing recently even as the number of coronavirus cases in the United States surge and governments begin to reinstate restrictions on gatherings and other activity in an effort to contain the virus. That's in part because of data showing that the economy is rebounding from its lows earlier this year. But it also puts markets at risk of a sharp pullback if leaders take more drastic action, or investors are confronted with evidence of the toll the pandemic is taking on corporate profits. Wall Street's advance on Wednesday stood in contrast to a drop in global markets. Shares in Europe and Asia were mostly lower. About United Airlines Headquartered in the Willis Tower in Chicago, United Airlines Holdings, Inc. (NASDAQ:UAL) owns and operates United Airlines, Inc. Before the Coronavirus pandemic, United Airlines and subsidiary United Express -- http://www.united.com/-- operated 4,900 flights a day to 362 airports across six continents. In 2019, United and United Express operated more than 1.7 million flights carrying more than 162 million customers. United has the world's most comprehensive route network, including U.S. mainland hubs in Chicago, Denver, Houston, Los Angeles, New York/Newark, San Francisco and Washington, D.C. United operated 791 mainline aircraft and the airline's United Express partners operated 581 regional aircraft. United is a founding member of Star Alliance. The air travel industry is suffering enormous financial losses as the coronavirus pandemic has reduced travel. UNITED STATES CELLULAR: S&P Rates New Senior Notes to 'BB' ---------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '3' recovery rating to United States Cellular Corp.'s proposed senior notes (amount and maturity to be determined). The '3' recovery rating indicated its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. U.S. Cellular is a wholly-owned subsidiary of Chicago-based diversified telecommunications provider Telephone and Data Systems Inc. (TDS) S&P expects the company to use the net proceeds from these notes to refinance existing debt, purchase additional spectrum, and fund capital expenditure. "While TDS' adjusted debt to EBITDA is low at about 2x, we forecast its leverage could rise above 3x over the next couple of years due to higher levels of capital spending and the potential acquisition of spectrum licenses in upcoming auctions. That said, the 'BB' issuer-credit rating and stable outlook on the company remain unchanged because we expect its leverage to remain comfortably below our 4x downgrade threshold," S&P said. For 2020, S&P expects U.S. Cellular's postpaid subscriber base to continue to decline due to market share losses to the larger incumbents that own nationwide networks. While the US wireless industry should be relatively insulated from the effects of COVID-19 and the related recession, S&P still believes that industry-wide gross postpaid subscriber growth will slow. However, this will be partly offset by lower churn as the store closures stemming from the pandemic have hindered customers' ability to switch carriers, although this trend will change throughout the year as the economy reopens. Additionally, S&P expects the launch of new 5G equipment, including a new model of the Apple iPhone in the second half of the year, to lead to greater competition and higher churn. Overall, U.S. Cellular's second-quarter results held up well as it offset lower postpaid gross subscriber additions with reduced postpaid phone churn, which contributed to net postpaid subscriber growth. Therefore, the company's total service revenue was basically flat from the year-ago period. For the year, S&P expects the wireless service revenue to decline by 1%-3% due to lower average revenue per user (ARPU) and depressed roaming revenue because of the coronavirus pandemic. UNITI GROUP: Reports $588.2 Million Net Loss for Second Quarter --------------------------------------------------------------- Uniti Group Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q, disclosing a net loss attributable to common shareholders of $588.17 million on $266.82 million of total revenues for the three months ended June 30, 2020, compared to net income attributable to common shareholders of $38.25 million on $264.41 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 attributable to common shareholders of $667.22 million on $532.98 million of total revenues compared to net income attributable to common shareholders of $39.26 million on $525.44 million of total revenues for the six months ended June 30, 2019. As of June 30, 2020, the Company had $4.82 billion in total assets, $7.03 billion in total liabilities, and a total shareholders' deficit of $2.22 billion. "We continued to see strong operational performance across all of our businesses during the second quarter as the effects from COVID-19 remain minimal. At Uniti Fiber, we had one of our highest levels of install activity during the quarter, as demand for dark fiber, small cells, and non-wireless services remains robust. We continue to see positive momentum in our leasing business, and will expand our leasable fiber to third parties by 90% as part of the Windstream settlement," commented Kenny Gunderman, president and chief executive officer. Mr. Gunderman continued, "We remain focused on driving high margin, low churn recurring revenue in both our Uniti Fiber and Uniti Leasing businesses, while de-emphasizing non-core businesses that do not fit our overall strategy. As a result of these initiatives, 97% of our revenue is recurring, with company-wide monthly churn remaining below 0.3%, resulting in highly predictable and defensible cash flows." Windstream Achieves Milestones Towards Emergence On June 25, 2020, Windstream's Chapter 11 plan of reorganization was approved by the Honorable Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York. The effectiveness of the plan remains subject to certain conditions precedent, including the consummation of the settlement between Uniti and Windstream and the parties obtaining certain regulatory approvals. On July 29, 2020, Uniti received the true lease and REIT opinions in connection with its settlement with Windstream. The receipt of the opinions satisfy the corresponding condition precedent to the effectiveness of the settlement. The settlement remains subject to finalization and execution of definitive documentation and certain other conditions precedent. Investment Transactions Uniti announced that it is expanding its strategic partnership with Macquarie Infrastructure Partners. Uniti recently sold to MIP, for total cash consideration of approximately $168 million, an ownership stake in the entity that controls Uniti's Midwest fiber network assets. These assets were leased to MIP as part of the Bluebird Network OpCo-PropCo transaction. The assets in Propco include the fiber network previously acquired from Bluebird and the Company's existing Midwest fiber network that was contributed as part of the OpCo-PropCo transaction. Uniti is also in discussions with MIP to lease to Bluebird additional fiber owned by the Company, including fiber that will be acquired as part of our recent settlement with Windstream. Uniti retained an investment interest in the assets, and the fiber network will continue to be leased to MIP at a fixed cash yield of 8.5%. As part of the transaction, Uniti will receive an additional earnout payment in early 2023 of up to approximately $20 million if Bluebird achieves certain milestones. On June 1, 2020, Uniti completed the sale of its U.S. tower business to Melody Investment Advisors LP for total cash consideration of approximately $220 million. Uniti retained an investment interest in the tower business through an affiliate of Melody. Liquidity and Financing Transactions At quarter-end, the Company had approximately $378.3 million of unrestricted cash and cash equivalents, and undrawn borrowing availability under its revolving credit agreement. The Company's leverage ratio at quarter end was 6.1x based on Net Debt to Annualized Adjusted EBITDA. On Aug. 4, 2020, the Company's Board of Directors declared a quarterly cash dividend of $0.15 per common share, payable on Oct. 2, 2020 to stockholders of record on Sept. 18, 2020. Updated Full Year 2020 Outlook The Company is updating its 2020 outlook for (i) the preliminary estimated impact from the court-approved settlement agreement with Windstream, (ii) the impact from the partial sale of the Company's ownership interest in the Bluebird PropCo, (iii) transaction related costs and other items reported in the second quarter of this year, and (iv) other business unit level revisions. The Company's 2020 outlook assumes the Windstream lease continues in full force and effect and that Windstream continues to make all lease payments on time, and that the Company will distribute all of the Company's REIT taxable income such that it will not be subject to corporate level income taxes. The Company's current outlook excludes future acquisitions, capital market transactions, and future transaction related and other costs not mentioned herein. Actual results could differ materially from these forward-looking statements. A full-text copy of the Form 10-Q is available for free at: https://is.gd/deIzfo About Uniti Headquartered in Little Rock, Arkansas, Uniti -- http://www.uniti.com-- is an internally managed real estate investment trust. It is engaged in the acquisition and construction of mission critical communications infrastructure, and is a provider of wireless infrastructure solutions for the communications industry. As of June 30, 2020, Uniti owns 6.5 million fiber strand miles and other communications real estate throughout the United States. As of March 31, 2020, the Company had $5.01 billion in total assets, $6.61 billion in total liabilities, and a total shareholders' deficit of $1.59 million. PricewaterhouseCoopers LLP, in Little Rock, Arkansas, the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 12, 2020, citing that the Company's most significant customer, Windstream Holdings, Inc., which accounts for approximately 65.0% of consolidated total revenues for the year ended Dec. 31, 2019, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code, and uncertainties surrounding potential impacts to the Company resulting from Windstream Holdings, Inc.'s bankruptcy filing raise substantial doubt about the Company's ability to continue as a going concern. * * * As reported by the TCR on July 24, 2020, Moody's Investors Service placed all ratings for Uniti Group Inc. on review for upgrade, including the Caa2 corporate family rating. The review for upgrade reflects the June 2020 court approved bankruptcy plan of Windstream Services, LLC, Uniti's largest tenant and main source of revenue. Fitch Ratings affirmed the Long-Term Issuer Default Ratings and security ratings of Uniti Group, Inc. and Uniti Fiber Holdings at 'CCC', the TCR reported on March 20, 2020. Also in March 2020, S&P Global Ratings placed all ratings on U.S. telecom REIT Uniti Group Inc., including the 'CCC-' issuer credit rating, on CreditWatch with positive implications. The CreditWatch placement follows the company's announcement it reached an agreement in principle with its largest tenant Windstream Holdings Inc. to resolve all legal claims it asserted against Uniti in the context of Windstream's bankruptcy proceedings. UTEX INDUSTRIES: S&P Lowers ICR to 'D' on Missed Interest Payment ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on UTEX Industries Inc. to 'D' from 'CCC'. The downgrade reflects UTEX's decisions to skip its interest payments on its first-lien and second-lien term loans, not repay borrowings on its credit facility, and enter into a forbearance agreement with certain first-lien debt holders. Despite its ongoing negotiations with creditors and the forbearance agreement, S&P doesn't expect UTEX to make its interest payments within the grace period. UTEX is a privately held designer and manufacturer of engineered seals and related components. Most of UTEX's products have short lifecycles and must be replenished periodically. The company's products primarily serve the completions, production, and drilling segments of the oil and gas industry. V.S. INVESTMENT: Has Until Oct. 30 to File Plan & Disclosure ------------------------------------------------------------ Judge Christopher M. Alston of the U.S. Bankruptcy Court for the Western District of Washington at Seattle has entered an order within which Debtor V.S. Investment Assoc., LLC, will file a plan and disclosure statement by Oct. 30, 2020. The deadline for non-governmental creditors to file proofs of claim is Sept. 28, 2020. A copy of the order dated July 14, 2020, is available at https://tinyurl.com/y63dorpe from PacerMonitor at no charge. About V.S. Investment V S Investment Assoc LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 20-11541) on May 29, 2020. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million and liabilities of the same range. Judge Christopher M. Alston oversees the case. The Debtor has tapped Bountiful Law, PLLC, as its legal counsel. VERITAS US: S&P Rates New $600MM Senior Secured Notes 'B' --------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level and '2' recovery ratings to U.S.-based information management software provider Veritas US Inc. and Veritas Bermuda Ltd.'s new five-year $600 million senior secured notes. Veritas intends to use proceeds from the issuance to redeem existing secured indebtedness. The '2' recovery rating reflects its expectation of substantial recovery (70%-90%; rounded estimate: 70%) in a payment default. S&P bases its unchanged 'B-' issuer credit rating and negative outlook on its forecast of very high financial leverage of over 9x for the current fiscal year and mid- to high-single-digit percent revenue declines amid a backdrop of macroeconomic weakness. A substantial pro forma cash balance of $568 million and an improved maturity profile provide support to the rating. Issue Ratings--Recovery Analysis Key analytical factors -- S&P values Veritas on a going-concern basis using a 6.5x multiple of its projected distressed EBITDA, reflecting the company's recurring revenue base and high switching costs. -- S&P's simulated default scenario contemplates a default in calendar year 2022 due to a significant decline in revenue from increasing competition and a lack of sales traction in new products. Simulated default assumptions -- Simulated year of default: 2022 -- EBITDA at emergence: $460 million -- EBITDA multiple: 6.5x -- Revolver: 85% drawn at default Simplified waterfall -- Net enterprise value (after 5% administrative costs): About $3 billion -- Collateral value available to secured creditors: About $2.8 billion -- Secured first-lien claims: About $3.9 billion -- Recovery expectation: 70%-90% (rounded estimate: 70%) -- Senior unsecured debt: About $880 million -- Recovery expectation: 0%-10% (rounded estimate: 5%) VISITING NURSE: American Healthcare Serves as Adviser on Sale ------------------------------------------------------------- American Healthcare Capital, a national healthcare M&A advisory firm, on Aug. 11 announced the sale of Visiting Nurse Association of the Inland Counties dba VNA California, a nonprofit Hospice and Home Health provider located in Riverside and Palm Desert, California. Originally founded in 1931, VNA is one of the largest and oldest Southern California Hospice and Home Health providers with over $15 million of annualized revenue. VNA was acquired in tandem by two separate operators, Bristol Hospice (http://bristolhospice.com/),a multi-state Hospice provider with a growing presence on the West Coast, and HealthSure Management Services (http://vnahomehealthandhospice.com/),a provider based in the Southern California area. Bristol is the successor to the Debtor's Hospice care and HealthSure is the successor to the Debtor's Home Health care. "This was truly a collaborative effort. Our team worked side-by-side with the restructuring company and attorneys to arrive at the best possible outcome for all parties involved. In the end, the company continued to service their patients, avoided large scale reductions in personnel, and satisfied their creditors. It was a pleasure helping this long-standing agency transition to new ownership," said Andre Ulloa, Principal, and Mark Thomas, Senior Analyst, at American Healthcare Capital. "We needed a niche focused healthcare M&A team who could devote the time and energy required to aid us in selling the Debtor to partners that will continue our high standards of patient care. Andre Ulloa and Mark Thomas of Team M+A were a big factor in achieving this goal," said Adam Meislik, of Force 10 Partners, Chief Restructuring Officer for VNA. About Team M + A Team M+A -- http://www.HealthcareDealTeam.com-- at American Healthcare Capital consists of the company’s top performing advisors and analysts: Mike Moran, Andre Ulloa, and Mark Thomas. They have successfully sold businesses in a variety of segments including Home Health, Hospice, Private Duty, Behavioral Health, I/DD, DME, Medical Staffing, Long Term Care Facilities, Urgent Care and all types of Pharmacy. About Visiting Nurse Association of the Inland Counties Visiting Nurse Association of the Inland Counties -- http://www.vnacalifornia.org/-- is a not-for-profit organization that provides health, palliative and hospice services when in-home care is needed or preferred. It offers a full continuum of care for patients, including home health, hospice and bereavement services. The company is headquartered in Riverside, California, with patient care centers in Palm Desert and Murrieta. Visiting Nurse Association of the Inland Counties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-16908) on Aug. 15, 2018. In the petition signed by Bruce Gordon, corporate controller, the Debtor was estimated to have assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Mark D. Houle oversees the case. Weiland Golden Goodrich LLP is the Debtor's legal counsel. On Sept. 13, 2018, the U.S. trustee appointed Jerry Seelig as patient care ombudsman in the Debtor's case. The PCO tapped Perkins Coie LLP as his legal counsel. On Sept. 19, 2018, the Office of the U.S. Trustee appointed a committee of unsecured creditors. The committee retained Marshack Hays LLP as counsel. VIVUS INC: Aug. 19 Plan & Disclosures Hearing Set ------------------------------------------------- VIVUS, Inc., and its debtor affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a motion for entry of an order scheduling a combined hearing to consider approval of the Disclosure Statement, approval of the Solicitation Procedures, and confirmation of the Plan. On July 10, 2020, Judge Laurie Selber Silverstein granted the motion and ordered that: * Aug. 19, 2020 at 10:00 a.m. is the hearing to consider compliance with disclosure and solicitation requirements and confirmation of the Debtors' Plan. * Aug. 10, 2020 is fixed as the last day to file any responses and objections to the adequacy of the Disclosure Statement and/or confirmation of the Plan. * Aug. 17, 2020 at 12:00 p.m. is fixed as the last day to file any brief in support of the Disclosure Statement and confirmation of the Plan and reply to any objections. * Aug. 3, 2020 is fixed as the last day for the Debtors to file the Plan Supplement. A copy of the order dated July 10, 2020, is available at https://tinyurl.com/y7r7e8vz from PacerMonitor at no charge. About Vivus Inc Vivus Inc -- https://www.vivus.com/ -- 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. VIVUS has three approved therapies and one product candidate in clinical development. Qsymia (phentermine and topiramate extended release) is approved by FDA for chronic weight management. The Company commercializes Qsymia in the U.S. through a specialty sales force supported by an internal commercial team and license the commercial rights to Qsymia in South Korea. VIVUS 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." The Company maintains its headquarters in Campbell, California. Vivus Inc 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. As of May 31, 2020, the Debtors reported total assets of $213,884,000 and total liabilities of $281,669,000. The Hon. Laurie Selber Silverstein presides over the cases. Weil Gotshal & Manges LP serves as general counsel to the Debtors, while Richards, Layton & Finger, P.A. acts as local counsel to the Debtors. Ernst & Young is the Debtors' financial advisor, and Piper Sandler Companies acts as investment banker. Stretto is claims and noticing agent to the Debtors. WEST ALLEY BBQ: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------- Debtor: West Alley BBQ LLC 1110 Vann Drive Jackson, TN 38305 Business Description: West Alley BBQ LLC owns a barbecue restaurant in Jackson, Tennessee. Chapter 11 Petition Date: August 12, 2020 Court: United States Bankruptcy Court Western District of Tennessee Case No.: 20-11107 Judge: Hon. Jimmy L. Croom Debtor's Counsel: Thomas H. Strawn, Esq. STRAWN LAW FIRM 400 Masonic St. Dyersburg, TN 38024 Tel: 731-285-3375 Email: thstrawn42@bellsouth.net, billedwards62@bellsouth.net Total Assets: $10,100 Total Liabilities: $1,268,023 The petition was signed by Bardo Brantley, CEO. 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://tinyurl.com/y3egv3pk WYNDHAM HOTELS: S&P Assigns 'B+' Rating to Senior Unsecured Notes ----------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '6' recovery rating to the proposed senior unsecured notes due 2028, to be issued by Wyndham Hotels & Resorts Inc. S&P assumes the issuance amount is at least $350 million. Its ratings on the proposed notes are the same as those on existing unsecured debt issued by Wyndham. The '6' recovery rating reflected its expectation of negligible (0%-10%; rounded estimate: 0%) recovery for unsecured lenders in the event of a payment default. S&P assumes the proposed debt issuance does not affect its forecast of net debt or leverage because the company intends to use proceeds to repay amounts drawn on the revolving credit facility and accrue to the balance sheet as precautionary, long-term liquidity. S&P's base case forecast is that Wyndham's adjusted debt to EBITDA would spike above 5x in 2020, potentially improving to about 5x in 2021 if lodging demand continues to recover as consumers gradually rebuild confidence in their ability to travel safely amid the COVID-19 pandemic. S&P believes the likely path of recovery is that leisure travel would recover first, business transient second, and group third. Wyndham is favorably positioned to benefit from the anticipated recovery relative to lodging peers, because its occupancy is nearly 70% attributable to leisure travel and group travel accounts for a negligible percentage. In addition, Wyndham has demonstrated that it can operate a fairly flexible cost structure, partly by reducing $20 million of capital expenditures in 2020 and $40 million of permanent operating, general, and administrative costs annually over future years. "Our 'BB' issuer credit rating, negative outlook, and all other ratings on Wyndham are unchanged. For the complete issuer credit rating rationale, see our most recent research update on Wyndham, published April 13, 2020," S&P said. ISSUE RATINGS – RECOVERY ANALYSIS Key analytical factors: -- The issue-level rating is 'BB+' and the recovery rating is '2' on the senior secured debt, which consists of a $750 million senior secured revolving credit facility due 2023 and a $1.6 billion senior secured term loan due 2025. The '2' recovery rating indicates S&P's expectation of substantial (70%-90%; rounded estimate: 75%) recovery in a default. -- The issue-level rating is 'B+' and the recovery rating is '6' on the senior unsecured debt. The unsecured debt consists of $500 million of existing notes and the proposed issuance. The '6' recovery rating indicates its expectation of negligible (0%-10%; rounded estimate: 0%) recovery in a default. Simulated default assumptions: -- S&P's simulated default scenario contemplates a payment default in 2025 driven by a prolonged economic downturn that significantly reduces leisure travel, combined with a deterioration in Wyndham's brands that causes a substantial loss of franchisees. -- S&P assumes a reorganization following the default, using an emergence EBITDA multiple of 7x to value the company. Simplified waterfall: -- Emergence EBITDA: $264 million -- EBITDA multiple: 7x -- Gross recovery value: $1.845 billion -- Net recovery value for waterfall after 5% administrative expenses: $1.75 billion -- Obligor/nonobligor valuation split: 95%/5% -- Estimated secured debt claims: $2.21 billion -- Value available for senior secured claims: $1.73 billion -- Recovery expectation: 70%-90% (rounded estimate: 75%) -- Estimated unsecured debt claims: $873 million -- Value available for unsecured and pari passu deficiency debt claims: $31 million -- Recovery expectation: 0%-10% (rounded estimate: 0%) All debt amounts include six months of prepetition interest. XENIA HOTELS: S&P Assigns B- Issuer Credit Rating; Outlook Stable ----------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issuer credit rating to Xenia Hotels & Resorts Inc., and its 'B+' issue-level rating and '1' recovery rating to XHR L.P.'s proposed $300 million of senior secured notes due 2025. The '1' recovery rating indicates its expectation for very high (90%-100%; rounded estimate: 95%) recovery for lenders in a hypothetical default scenario. "The 'B-' rating reflects our forecast for very high leverage in 2020 and the company's significant operating uncertainty, which could lead it to sustain leverage of close to 10x in 2021 even under a recovery scenario. Since the pandemic began, the luxury and upper upscale lodging segments have underperformed the rest of the industry, and Xenia's performance has been disproportionately affected because it competes in these segments. In addition, the company generated over 70% of its total revenue from group and business transient travel in 2019, which we expect will be slower to recover than the overall lodging industry," S&P said. The anticipated decline in Xenia's RevPAR and revenue puts significant pressure on its hotel-level profitability. Hotel owners, such as Xenia, will probably be unable to reduce their costs enough to remain profitable in 2020. Under such a scenario, the company's leverage would likely rise to very high levels in 2020. Pro forma for the transaction, S&P views Xenia's liquidity as adequate, though it expects its liquidity to decline as it funds hotel operating losses, corporate overhead costs, maintenance capital expenditure (capex), and debt service over at least the next few months. The resurgence of COVID-19 cases across much of the U.S., the roll-back of reopening plans, precautionary behavior, restricted capacity, and the uncertainty around additional government support pose a rising downside risk to consumers' ability and willingness to spend and travel. The most likely path of recovery would begin with leisure travel followed by business transient and, finally, group travel. The recovery in group travel may span several years, partly due to potential lingering concerns about gatherings and social-distancing norms. Given the material decline in Xenia's RevPAR in 2020, S&P believes its RevPAR may recover in 2021 if travel begins to resume but expect it to remain about 20%-30% below its 2019 RevPAR. Such a scenario would enable the company to improve its margin in 2021 and potentially reduce its adjusted debt to EBITDA to about 10x. Key risk factors include Xenia's high revenue exposure to business transient and group travel and its exposure to destination markets like San Francisco and Orlando that may recover more slowly as leisure consumers and business transient travelers gradually gain confidence they can travel safely. S&P believes Xenia's liquidity is adequate. Xenia had $306 million of cash as of the second quarter of 2020. In addition, the company received a $19 million cash deposit in July related to the terminated sale of certain hotels. S&P anticipates that Xenia's monthly cash usage under the severe hypothetical scenario--in which all of its portfolio hotels are closed--would be about $28 million, including interest on the proposed debt issuance. The company had total pro forma liquidity sources of about $529 million as of the second quarter of 2020, including balance sheet cash, the proceeds from the proposed notes issuance, the cash deposit related to its terminated hotel sales, and revolver availability. Incorporating the proposed notes issuance, S&P believes Xenia's liquidity runway under the severe hypothetical scenario would exceed 18 months and forecast its runway would be even longer assuming some level of occupancy and revenue over the forecast period. S&P's base case does not assume all of Xenia's hotels remain suspended indefinitely and forecasts that a recovery would be underway in the third quarter of 2020. For the remainder of 2020, the company may also generate some revenue from lodging essential workers and leisure travelers if leisure demand recovers sequentially. However, S&P assumes Xenia's operating cash flow and EBITDA will be negative over the next two quarters. Approximately 17% of the company's room base remained shut as of July 31, 2020, which will put significant pressure on its hotel-level profitability and lead to material anticipated operating losses after considering its corporate, general, and administrative costs. Over the next two to three quarters, S&P expects Xenia's cash balances and revolver to be its key sources of liquidity. The company's liquidity uses include hotel-level operating expenses and working capital needs, corporate-level overhead costs, interest expense and debt amortization, and capex. S&P's rating incorporates the asset quality of Xenia's hotel portfolio. Xenia has a high-quality, geographically diverse portfolio of hotels, notably in a number of Sunbelt states. The company's focus on quality assets and its long-term management contracts with Marriott, Hyatt, and other well-known brands enable it to garner relatively high average daily rates. Offsetting considerations include Xenia's smaller scale compared to rated peers that are lodging REITs, as well as its modestly lower EBITDA margin. In S&P's view, competitors Host, Park, and Ryman own some very large and hard to replicate assets in locations that are typically attractive to business and group travelers. While the recovery path for these hotels may be slower than for Xenia's portfolio over the next year or two, these qualities normally represent competitive advantages and barriers to entry for competitors in their respective markets, and may again in future years if business and group travel recovers sufficiently. Xenia's asset base provides the flexibility to monetize individual assets to reduce debt if needed even if the timing may be disadvantageous given the ongoing recession. S&P assumes no asset sales in its base-case forecast through 2021, partly because the market for lodging properties will likely remain unfavorable for some time and the timing and transaction size of noncore asset sales are not easily quantifiable. However, S&P believes the breadth of Xenia's portfolio and its lower room count per property relative to its peers with larger properties could facilitate potential sales. The company also demonstrated its willingness to sell assets as recently as May. Therefore, S&P believes Xenia could be opportunistic if needed and if the bid-ask spread for properties continues to narrow. These factors contribute to S&P's stable outlook. To the extent that Xenia uses the proceeds from asset sales for debt repayment, S&P likely would view it as credit positive as long as the company sells the assets for a higher multiple than its leverage. These positive attributes are partly offset by the cyclical nature of the lodging industry and the high revenue and earnings volatility associated with hotel ownership. Xenia's concentration in luxury and upper upscale segments could lead to greater volatility in its EBITDA over the cycle than for hotel owners focused on the economy or midscale segments. This is because pricing tends to compress during an economic downturn, which has the greatest effect on the luxury segment and the least severe effect on the economy segment. As a result, Xenia is more exposed to EBITDA variability over the cycle than hotel owners in lower-price, select-service segments and lodging managers and franchisers that do not have an owner's fixed cost burden. "We believe Xenia's track record suggests it will reduce its leverage over time. Xenia's leverage ranged from 3.1x to 4.2x over the past few years and was 4.1x as of year-end 2019. Based on the company's track record, we believe it will be motivated to reduce its leverage to historical levels, if it can, over the next several years," S&P said. Environmental, social, and governance (ESG) credit factors relevant to this rating change: -- Health and safety The outlook is stable despite very high anticipated leverage in 2021 and reflects adequate liquidity for Xenia to cope with its anticipated cash burn until lodging demand in its markets recovers sufficiently to restore the portfolio to positive cash flow, probably sometime in 2021. In addition, EBITDA coverage of interest expense could be good for the rating in the high-1x area in 2021 according to S&P's base case, and the company has the financial flexibility to monetize individual hotels, if needed, to repay debt and potentially reduce leverage, depending upon a recovery in the hotel transaction market and whether hotels can be sold at a deleveraging multiple. "We would consider lowering our ratings on Xenia if we believe the recovery in lodging demand will be prolonged relative to our expectations, rendering the company unable to generate sufficient cash flow to sustain its capital structure. This could occur if we lose confidence that Xenia will be able to reduce its leverage over time, including by selling assets," S&P said. "It is unlikely that we would consider upgrading Xenia for the duration of the pandemic due to the disruption of lodging demand. However, we could raise our ratings on the company if we believe it can sustain adjusted debt to EBITDA of less than 8x and EBITDA coverage of interest expense of more than 2x," the rating agency said. YETI INVESTMENT: Sept. 8 Plan Confirmation Hearing Set ------------------------------------------------------ On May 28, 2020, debtor Yeti Investment, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Texas, Sherman Division, a Disclosure Statement referring to a Plan of Reorganization. On July 14, 2020, Judge Brenda T. Rhoades approved the Disclosure Statement and ordered that: * Sept. 4, 2020 is fixed as the last day for filing and serving written acceptances or rejections of the Plan in the form of a ballot. * Sept. 8, 2020 at 9:30 a.m. is fixed for the hearing on Confirmation of the Plan. * Aug. 28, 2020 is fixed as the last day for filing and serving written objections to confirmation of the Plan. A copy of the order dated July 14, 2020, is available at https://tinyurl.com/y5oaulrr from PacerMonitor at no charge. About Yeti Investment Yeti Investment, LLC, owns a real property in 2452 Fm 3364, Princeton Texas having a current value of $3.9 million. Yeti Investment filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 20-40627) on March 2, 2020. At the time of filing, the Debtor had $3,900,000 in total assets and $2,156,000 in total liabilities. The Debtor's counsel is Eric A. Liepins, Esq. of ERIC A. LIEPINS. [*] Antitrust Factors for Bankruptcy Sales ------------------------------------------ Arnold & Porter partners Rosa Evergreen and Michael B. Bernstein, and counsel Justin Hedge counsel, wrote on Law360 an article titled "Key Antitrust Considerations For Upcoming Bankruptcy Sales": The COVID-19 pandemic has created significant financial distress for many businesses and there have been a number of bankruptcy filings recently,[1] with more likely on the horizon. As a result, there is likely to be an increase in acquisitions of companies or assets out of bankruptcy.[2] Companies considering bankruptcy sale-transactions need to consider the structure that best suits their needs — e.g., a Section 363 sale, offering a separate sale process and potentially speed, or a sale as part of the plan of reorganization or liquidation plan, which allows for the sale to be incorporated into the plan process. It also is important to recognize that just because a target has filed — or is likely to file — for bankruptcy, does not mean that the transaction is immune from the antitrust laws. Parties to transactions meeting certain thresholds must file notification with the Federal Trade Commission and Antitrust Division of the U.S. Department of Justice, and observe a waiting period prior to closing. And the U.S. antitrust authorities will continue to scrutinize and investigate transactions raising substantive antitrust issues — whether those transactions meet the threshold for filing or not. Both the filing and substantive review occur independent of the bankruptcy court's approval. Below is a summary of the key issues to consider when contemplating acquisitions in bankruptcy, especially those that may raise antitrust issues. Bankruptcy Overview There are a number of considerations for a company when contemplating acquiring the assets of a distressed company; one is whether to acquire the assets pursuant to a Section 363 sale or a sale under a confirmed plan of reorganization/liquidation. Section 363 Sale In a sale pursuant to Section 363 of the Bankruptcy Code, a buyer typically negotiates a purchase and sale agreement pursuant to which the buyer agrees to acquire all or certain of the assets of the target company, and agrees on the liabilities that the buyer is willing to assume in connection with the acquisition of the identified assets. The parties also agree upon the contracts that will be assumed and assigned to the buyer in connection with the acquisition of the identified assets. In connection with the negotiation of the purchase agreement, the buyer and target company also negotiate the terms and conditions of bidding procedures that will be operative in connection with the sale of the assets pursuant to the agreement. These procedures generally include, among others, a breakup fee and expense reimbursement that will be payable to the buyer if a third party outbids the buyer at any auction. Under the sale process described above, the buyer is often referred to as the "stalking horse bidder" and the requisite purchase agreement and associated bid procedures to be implemented in connection with the sale of the assets to the stalking horse bidder are generally fully negotiated between the buyer and the target company prior to the commencement of the bankruptcy proceedings. In this scenario, the fully negotiated purchase agreement and bid procedures, and the motions seeking the approval of the agreement and the bid procedures, are then submitted to the bankruptcy court for approval at the same time, or close in time, to the commencement of the bankruptcy proceedings. In other cases, typically where a company has not identified an agreed-upon buyer prior to its bankruptcy filing, the company, now a debtor in bankruptcy, instead seeks approval of bid procedures without an identified stalking horse bidder and attempts to use the process of soliciting bids as a way to find a potential buyer during the bankruptcy. In either case — that is, with a stalking horse bidder or simply the debtor seeking to establish bid procedures separately during the bankruptcy case — upon receipt of the bankruptcy court's approval of the bid procedures, the debtor can conduct the auction process to ascertain if there are any qualified bidders, as applicable, and to the extent any such bidders are identified, conduct an auction to determine the ultimate winning bidder. Once the winning bidder has been determined, the actual sale of the assets is submitted to the bankruptcy court for approval, and subject to receipt of the bankruptcy court's approval — and any closing conditions in the purchase agreement — the sale may be consummated. Some benefits of an acquisition of assets pursuant to a Section 363 sale in bankruptcy include: * Speed — the potential for closing within 60-90 days; * Potentially lower transaction costs; * Ability to cherry-pick assets and liabilities to be assumed; * Ability to obtain assets free and clear of liens and claims; * Potential assumption of restricted contracts and assignment of same to the buyer; and * Buyer protections, including potential breakup fees, expense reimbursements, influence on the minimum overbid amount and other terms of the bidding procedures. Plan of Reorganization/Liquidation In addition to acquiring the assets of a target company pursuant to a Section 363 sale, an interested buyer may seek a sale process effectuated under a confirmed plan of reorganization or liquidation. In this context, the target company/debtor proposes a plan pursuant to which the debtor agrees to sell the designated assets, subject to the assumption of agreed upon liabilities, to an identified buyer pursuant to a Section 363-like process that is incorporated into the plan; that is, such sale is subject to the debtor's receipt of higher and better offers from third parties, which could be solicited pursuant to bidding procedures implemented in connection with the plan. Although a sale of assets in connection with a plan is like a Section 363 sale in that the buyer ultimately acquires the designated assets generally free and clear of liens and claims, subject only to the agreed upon assumed liabilities, because the sale is implemented in connection with the plan process it may be subject to all of the uncertainties, time delays, procedural requirements and impediments that are generally inherent in the plan process. For these reasons, the acquisition of assets by means of a sale process implemented in connection with a plan is generally utilized only where agreement has been reached among the debtor and its key creditor constituencies prior to the commencement of the bankruptcy proceedings regarding the sale of the debtor's assets. In this context, the plan is effectively prepackaged or prenegotiated by the debtor with its key creditor constituencies in order to avoid any unforeseen circumstances or time delays. Generally, the benefits of acquiring assets pursuant to a prepackaged or prenegotiated plan are as follows: * Major stakeholders have agreed on critical terms prior to the filing. * Assets can generally be transferred free and clear of encumbrances and interests. * Restricted contracts can often be transferred. * Plan benefits from the transfer tax exemption under Section 1146(a) of the Bankruptcy Code. * Prepackaged plan potentially shortens and simplifies the bankruptcy process. * With respect to a prepackaged plan, votes for the plan have often already been solicited and approval received prior to the filing. * Parties' interests are more likely aligned, which facilitates bankruptcy court approval of the plan and the documentation of the sale transaction. * Once filed, the bankruptcy generally proceeds fairly quickly. Antitrust Considerations in Bankruptcy-Related Transactions Hart-Scott-Rodino Act Filings Can Have Accelerated Waiting Periods in Bankruptcy, But Not Always Acquisitions of voting securities or assets above the annually adjusted thresholds,[3] including those made during a bankruptcy process, require notification under the Hart-Scott-Rodino, or HSR, Act.[4] Under the HSR Act, parties typically must wait to close a transaction until they have observed the 30-day waiting period from the date both parties made their HSR notification with the DOJ and the FTC. And that waiting period may be extended if the antitrust authorities determine they need to investigate the transaction further.[5] Even if the transaction does not meet the filing thresholds, the antitrust authorities may investigate the transaction and go to court to seek to block the closing. For transactions covered by Section 363(b) of the Bankruptcy Code, there is a shortened waiting period of only 15 days from the day both parties make their notifications under the HSR Act.[6] This means sales pursuant to Section 363 of the Bankruptcy Code can receive a shorter waiting period; however, all other bankruptcy transactions subject to the HSR Act fall within the typical 30-day waiting period and do not receive an abbreviated waiting period. Antitrust Review of Bankruptcy or Distressed Deals Proceed as Normal, But Parties May Have a Good Failing Firm Defense The U.S. antitrust authorities review bankruptcy-related transactions in the same manner as they would any other transaction — by assessing whether the transaction would substantially lessen competition.[7] This is the case for both HSR-reportable transactions, as well as transactions that do not trigger a filing requirement under the HSR Act. And both the FTC[8] and DOJ[9] have made clear that the COVID-19 pandemic has not changed that approach.[10] When the target is distressed, or even entering bankruptcy proceedings, there is a logical argument that its competitive significance has been reduced. The antitrust authorities, however, seek to maintain whatever competitive pressure remains and preserve the potential for such targets to become more competitive in the future where possible. As a result, it is not atypical for the authorities to investigate and even challenge transactions made out of bankruptcy — particularly when the parties are competitors. For instance, in November 2019, Dean Foods Co. filed for Chapter 11 bankruptcy, and in March 2020, pursuant to bidding procedures entered in the bankruptcy proceeding, Dean Foods selected the Dairy Farmers of America Inc. as its winning bidder for the majority of its assets.[11] In May 2020, the DOJ Antitrust Division, together with the Massachusetts and Wisconsin attorneys general, filed a lawsuit in the U.S. District Court for the Northern District of Illinois to prevent the sale on antitrust grounds.[12] Simultaneously with the filing of the complaint, the parties entered into a settlement requiring the divestiture of certain milk processing plants to alleviate the competition concerns with the proposed transaction.[13] Similarly, in June 2020, real estate information service provider CoStar Group Inc. received bankruptcy court approval to buy RentPath Holdings Inc. pursuant to the confirmation of Rentpath and its affiliated debtors joint Chapter 11 plan (with the sale transaction incorporated into the terms of the plan). In April 2020, CoStar reported that the FTC had issued a second request and opened an investigation into the competitive effects of the proposed transaction.[14] The transaction still has not closed. And in a number of instances, after a thorough investigation, the authorities may believe the transaction out of bankruptcy will substantially lessen competition and seek to litigate. For example, while the case was ultimately settled, the DOJ sued to block US Airways Group Inc.'s acquisition of American Airlines Inc. out of bankruptcy in 2013.[15] In 2001, the DOJ also litigated to enjoin a proposed Sungard Data Systems Inc. acquisition of Comdisco Inc. out of bankruptcy.[16] The bankruptcy court had approved SunGard, a competitor to Comdisco as the winning bidder. The DOJ challenged the transaction on the grounds that it would substantially lessen competition for disaster recovery services. The DOJ ultimately lost its bid to enjoin the transaction, but it demonstrates that the antitrust authorities may challenge transactions even when a target has entered bankruptcy. However, the antitrust authorities will consider the competitive standing of a company that is in bankruptcy or how COVID-19 may be reshaping certain market conditions. These are important considerations that the antitrust authorities will evaluate. In fact, courts and the antitrust authorities have recognized that in certain circumstances a failing firm defense is valid and a complete defense to potential antitrust concerns. In short, if it is so obvious that the assets will otherwise exit the market, it alleviates the potential competitive concerns with the transaction. To use this defense, however, a buyer must demonstrate not just that the target is merely in distress or that bankruptcy may be imminent. Rather, the defense will only be accepted in a narrower set of circumstances. Guidance issued by the DOJ and the FTC is instructive.[17] The antitrust authorities require the following to establish the defense: * Evidence that the allegedly failing firm is not able to meet its financial obligations in the near future or reorganize successfully under Chapter 11 of the Bankruptcy Code; * Evidence that the failing firm "made unsuccessful good-faith efforts to elicit reasonable alternative offers that would keep its tangible and intangible assets in the relevant market and pose a less severe danger to competition than does the proposed merger";[18] and * To the extent there were other offers, evidence that it rejected other suitors for good reasons, in good faith, or had no alternative buyers from which to choose. Often, when the parties cannot demonstrate the narrow circumstances of the failing firm defense, they may attempt to argue that the distressed or failing firm nature of the target is relevant to the analysis of potential competitive effects. However, this alone is typically not likely to be sufficient to resolve competition concerns. For example, in Promedica Health System Inc. v. FTC, the court called the defense the "the Hail–Mary pass of presumptively doomed mergers."[19] As such, parties anticipating that they will advance arguments about the target being in distress still should be prepared to engage in an in-depth factual analysis and advocacy as they would in other merger circumstances. Key Takeaways Parties involved in bankruptcy transactions need to consider (1) whether there is a requirement to file under the HSR Act, and (2) whether the transaction raises any substantive antitrust concerns that might be investigated and delay closing. Buyers that pose significant antitrust issues or risks, may not represent the highest and otherwise best offer to be selected as the winning bidder in a bankruptcy auction, despite having the highest purchase price because their ability and timeline to get to closing may be in question. If buyers that pose some substantive antitrust risk want to have a realistic risk of closing on the quicker timelines of a bankruptcy or distressed sale, they should invest upfront and develop a strategy to (1) convince the seller that the risk is manageable; (2) convince the other stakeholders in the bankruptcy and/or the bankruptcy court that the antitrust issues will not be an obstacle to closing; and (3) convince the antitrust authorities that the transaction does not raise significant concerns — including by potentially offering divestiture remedies and an upfront buyer ready if needed. Parties to smaller transactions must still be cognizant of the potential antitrust issues that may arise, even if the transaction is not reportable under HSR Act. The U.S. antitrust authorities can — and do — investigate nonreportable transactions that raise substantial issues when they are aware of such transactions. In fact, due to the public nature of the bankruptcy proceedings and related press coverage, the antitrust authorities are likely to be aware of the transaction without even having to be notified. Therefore, they will have the opportunity to investigate — and potentially intervene in the bankruptcy proceeding — if there are substantive antitrust concerns. * * * [1] For example, as of the end of May 2020, there were already a number of well-known retailers and restaurant chains that filed for bankruptcy, with the vast majority of those filings occurring between March and May 2020. These include Tuesday Morning, J. Crew, Pier 1, Modell's Sporting Goods, True Religion, Lucky's Market, Earth Fare, Neiman Marcus, John Varvatos and others. See Business Insider, These 16 Retailers and Restaurant Chains Have Filed for Bankruptcy or Liquidation in 2020 (June 1, 2020); see also J.Crew, Neiman Marcus, and Others Are Filing For Bankruptcy. What Does That Mean, Exactly? (May 12, 2020). [2] See e.g. Business Insider, Dean Foods Receives Court Approval for the Sale of Substantially All of Its Assets (Apr. 4, 2020); Construction Dive, Judge Approves McDermott Reorganization, $2.7B Sale of Lummus Technology (Mar. 13, 2020); Reuters, U.S. Bankruptcy Court Approves $220 Million Sale of Shale Firm Alta Mesa (Apr. 2020); The Real Deal, Costar Acquires Troubled Rental Listings Firm for $588M (Feb. 12, 2020). [3] The current lowest size-of-transaction threshold is $94 million. All current thresholds can be found here. [4] 15 U.S.C. 18a. [5] 16 CFR 803.10(b). [6] 16 CFR 803.10(b) (providing for a 15-day waiting period for an acquisition covered by 11 U.S.C. 363(b)). HSR guidance also provides for the filing by multiple bidders to file on a court's order but clarifies that "it's only a 363(b) filing that gets the shortened waiting period." See FTC Informal Interpretation #1307002. [7] See 15 U.S.C. 18. [8] FTC stated it would "not suspend {its} usual rigorous approach" even though it was "navigat{ing} uncharted waters" and working remotely. FTC, Antitrust review at the FTC: staying the course during uncertain times (Apr. 6, 2020). [9] DOJ made similar statements that while it will cooperate with parties in navigating process changes made due to COVID, it will still act consistently with its responsibilities under the antitrust laws. DOJ, Justice Department Announces Antitrust Civil Process Changes for Pendency of COVID-19 Event (March 17, 2020). [10] This continued rigor by the antitrust authorities impacts not only the review of acquisitions, but also the review of potential buyers of any divestitures to be made to resolve competitive concerns with a transaction. As a result, divestiture buyers should be even more prepared to explain their ability to finance the acquisition and rationale for buying the assets, provide business plans, and make personnel from the buyer and its financing sources available. [11] Complaint, United States v. Dairy Farmers of Am., 20-cv-02658 (May 1, 2020). [12] Id. [13] Proposed Final Judgment, United States v. Dairy Farmers of Am., 20-cv-02658 (N.D. Ill. May 1, 2020). [14] CoStar Group Form 8-K April 30, 2020. [15] Complaint, United States v. US Airways Group, Inc.,13-cv-01236 (D.D.C. Aug. 13, 2013). [16] Complaint, United States v. Sungard Data Systems, Inc., 01-2196 (D.D.C. Oct. 22, 2001). [17] Dep't of Justice & FTC, Horizontal Merger Guidelines § 11 (Aug. 19, 2020). [18] Id. Examples of good-faith efforts to elicit reasonable alternative offers can include: (1) hiring investment bankers or search consultants; (2) publicizing the sale; (3) formulating a detailed and thorough proposal process; (4) seeking out a number of potential partners; or, (5) a bankruptcy auction. [19] Promedica Health Sys., Inc. v. Fed. Trade Comm'n , 749 F.3d 559, 572 (6th Cir. 2014). [*] Chapter 11 Bankruptcy Process Common Misconceptions ------------------------------------------------------- David G. Dragich, founder of The Dragich Law Firm, wrote an article on CFO titled "5 Common Misconceptions About the Chapter 11 Bankruptcy Process." It has been years since businesses filed for Chapter 11 bankruptcy protection at the pace they are today. According to data from Epiq Systems, commercial Chapter 11 filings were up 48% in May compared with one year ago, with a total of 724 new petitions. The surge in filings comes as little surprise, as the COVID-19 pandemic is hitting many sectors of the economy, particularly retail and hospitality, hard. Chapter 11 bankruptcy was a household term a decade ago, as businesses sought refuge from the fallout of the financial crisis. But it's creeping back into our collective consciousness. Despite its ubiquity in the headlines, there are common misconceptions about what Chapter 11 means and what the process entails. As a result, some perceive Chapter 11 as a fix-all for troubled companies, even though it's not. Others would avoid Chapter 11 at all costs, often to their detriment, for fear of being tagged by a "scarlet letter." The truth lies somewhere in the middle. Here are five of the most common misconceptions about Chapter 11 bankruptcy: * Bankruptcy means going out of business Just because a business files for bankruptcy does not mean it is going out of business. While a Chapter 7 business bankruptcy filing involves liquidation, Chapter 11 allows a business to restructure its debts and remain in operation. A business going through Chapter 11 often downsizes as part of the process, but the objective is reorganization, not liquidation. Some companies don't survive the Chapter 11 process, but many others, including household names such as Marvel Entertainment and General Motors, successfully emerge and thrive. Fundamentally, the result of most Chapter 11 cases is merely a change in ownership in the newly reorganized entity from equity holders to creditors and bondholders, since creditors and bondholders are entitled to a higher priority on assets than shareholders. The stores remain operational, the assembly line keeps moving, and the planes keep flying. In other words, the assets remain productive — just under different ownership and debt structure. Chapter 11 requires a one-size-fits-all approach A financially distressed company can seek Chapter 11 protection to halt litigation and collection efforts, negotiate with its creditors, and propose and confirm a plan of reorganization that allows the company to emerge from bankruptcy with a fresh start. While that may be the traditional use of the process, Chapter 11 can be used also as a strategic tool to effectuate different outcomes, including the sale of all or substantially all of the company’s assets. Indeed, many companies that enter Chapter 11 have no intention of reorganizing as a going concern. The primary purpose of many cases is to quickly conduct a sale (called a "363 sale") in which a buyer acquires the debtor’s assets. The proceeds are used to pay creditor claims. The threat of bankruptcy itself can be used as a strategic tool, allowing a company to reorganize outside of court. The threat of bankruptcy itself can be used as a strategic tool, allowing a company to reorganize outside of court. For example, a company could threaten bankruptcy in order to negotiate more favorable real property lease terms, which could otherwise be rejected in a bankruptcy proceeding. Chapter 11 is a long, drawn-out process There have been companies that have languished in Chapter 11 for years, but a bankruptcy case does not need to drag on endlessly. In fact, Chapter 11 cases can wrap up in as little as 24 hours. In 2019, Sungard Availability Services emerged from bankruptcy a mere 19 hours after its case was filed. A lightning-fast bankruptcy is known as a prepackaged case, or "prepack." It involves negotiation with creditors and voting on a Chapter 11 plan before the bankruptcy case has even been filed. Pre-negotiated cases are ones where a Chapter 11 plan is developed before the filing with the company's principal creditors, and the bankruptcy filing is premised on the plan. Prepackaged and pre-negotiated cases, which take significantly less time than a traditional, "free–fall" case, account for the majority of all large Chapter 11 filings, according to the American Bankruptcy Institute. A bankrupt company has plenty of money because it doesn't have to pay its creditors Most Chapter 11 debtors enter bankruptcy with millions of dollars in pre-petition debts — that is, debts they accrued before the filing by withholding payments to lenders, landlords, and other creditors. Accordingly, one might assume that having enough cash to operate the business in bankruptcy would not be a concern. However, in addition to needing cash to operate the business, a bankrupt debtor must pay the costs associated with being in bankruptcy, including the fees of lawyers and other professionals. Such costs can total in the tens, and sometimes hundreds, of millions of dollars in large cases. As a result, most debtors cannot rely on cash flow alone to get through a Chapter 11, even if a company is aggressively cutting operational costs during the process. In almost all cases of any size, debtors must seek debtor-in-possession (DIP) financing to help them get to the other side. Customers and vendors will flee Commencing a Chapter 11 case involves filing a petition and paying a filing fee. Most customers of a bankrupt company will likely never know it is in Chapter 11 unless they're skimming through the pages of The Wall Street Journal. People are still buying shoes at Neiman Marcus and renting cars from Hertz. For all intents and purposes, it's business as usual while the reorganization process unfolds in bankruptcy court. Most vendors and suppliers, on the other hand, become aware when a customer files for bankruptcy. Those who are creditors of the bankrupt company will receive various notices throughout the case. However, unless a debtor chooses to terminate a relationship, most vendors and suppliers opt to stick around — even when they're owed a prepetition debt. In some instances, such as when there is an existing contract in place obligating them to perform, vendors and suppliers have no choice but to continue the relationship. In other instances, they choose to because they’re entitled to be paid for goods and services they provide as an "administrative expense" of the bankruptcy — a high priority in the claim priority scheme established by the Bankruptcy Code. As long as the debtor has sufficient cash flow and DIP financing to operate, the risk of not being paid while the debtor is in Chapter 11 tends to be low. The wave of Chapter 11 bankruptcies is just building. We are bound to see many more cases filed in the months ahead. Accordingly, it's important, as a troubled company, or as the customer or supplier of one, to understand the process. The failure to do so can lead to poor decisions and missed opportunities. [*] Household-Name Companies That Filed Bankruptcy Due to Pandemic ------------------------------------------------------------------ Adam K. Raymond, writing for NY Magazine, reports that numerous household-name companies that filed bankruptcy protection in the U.S. because of coronavirus pandemic and these are detailed in here. Thousands of businesses have been driven to bankruptcy by the coronavirus, and you’ve likely never heard of most of them. But a handful of household names, many of them already struggling before the pandemic, are among the firms closing stores, laying off employees, and restructuring due the economic turmoil created by the virus. And while bankruptcy doesn't often spell death for large companies, it can sometimes lead to liquidation of the business. In the first half of 2020, more than 3,600 companies filed for bankruptcy, according to Epiq. Just over 600 filed in June, up 43 percent from June of last year. And experts predict that things are only going to get worse, the Times reports: Edward I. Altman, the creator of the Z score, a widely used method of predicting business failures, estimated that this year will easily set a record for so-called mega bankruptcies — filings by companies with $1 billion or more in debt. And he expects the number of merely large bankruptcies — at least $100 million — to challenge the record set the year after the 2008 economic crisis. Here are some of the biggest name firms to file for bankruptcy in 2020: April 2020 Diamond Offshore and Whiting Petroleum: The two oil companies cited a steep decrease in demand during lockdown and the oil price war between Saudi Arabia and Russia. May 2020 J.Crew: The Times called J.Crew the coronavirus's "first major retail casualty" when its parent company filed for Chapter 11 protection in early May. The company has said "day-to-day operations" will continue. Gold's Gym: The gym chain proactively closed 30 company-owned gyms in April before declaring for bankruptcy in May. It said the decision will not "prevent us from continuing to support our system of nearly 700 gyms around the world." Neiman Marcus: After years of building an unsustainable debt burden, Neiman Marcus was brutalized by the coronavirus, which caused all of its 43 stores to temporarily close. The luxury chain is now considering closures around the country, including in Manhattan, where it opened a three-story, 188,000-square-foot behemoth at Hudson Yards just last year. J.C. Penney: Prior to coronavirus, the footprint of the once-iconic mall retailer had fallen to less than a quarter of what it was in 2001. After its mid-May bankruptcy filing, it’s going to fall more. The company is planning to shutter 154 stores. Hertz: If no one is traveling, no one needs to rent a car. Car rental giant Hertz was dealt a "rapid, sudden and dramatic' blow by the coronavirus, the company said in May, leading to the biggest bankruptcy filing of 2020. Tuesday Morning: Pandemic-inspired shutdowns created an "insurmountable financial hurdle" for the off-price retailer, which is planning to close more than 200 of its 700 stores. PQ New York: The owner of Le Pain Quotidien closed all 98 of its U.S. locations during the pandemic and sold them to another restaurant company that will reopen 35 of the locations and, presumably, close the rest. June 2020 GNC: The 85-year-old vitamin retailer saw 30 percent of its stores in the U.S. and Canada temporarily close during the height of the pandemic. The "dramatic negative impact" of these closures led to a bankruptcy filing in late June. Roughly 20 percent, or 1,200 of its 5,800 retail stores will close. 24 Hour Fitness: After its bankruptcy filing on June 14, 24 Hour Fitness will transition 133 of its locations to Zero Hour Fitness. That is to say, they’re closing. Chuck E. Cheese: On the same day that CEC Entertainment, which owns 550 Chuck E. Cheese and Peter Piper Pizza locations, reopened 266 venues, it also filed for bankruptcy. The company said the filing will allow it to "strengthen our financial structure as we recover from what has undoubtedly been the most challenging event in our company’s history." July 2020 Lucky Brand: Founded in 1990, the denim company Lucky Brand will close 13 of its 200 stores after filing for bankruptcy brought on by the coronavirus. "The COVID-19 pandemic has severely impacted sales across all channels," interim CEO Matthew Kaness said in a statement. It also announced plans for a sale to SPARC Group, which owns the brands Nautica and Aeropostale. Brooks Brothers: The iconic clothing company isn't calling it quits, but it is up for a major restructuring after a bankruptcy filing on July 8. Owner Claudio Del Vecchio told the Wall Street Journal that the pandemic ravaged revenues for a company already struggling amid a national shift to more casual dress. Its three U.S. factories are slated to close in mid-August and the company will search for a new buyer. [*] Risks to Landlords When Tenants File for Bankruptcy ------------------------------------------------------- Ira Herman of Blank Rome LLP wrote an article on JD Supra titled "Bankruptcy Risks to Landlord When Tenants Files a Bankruptcy Case." This practice note discusses the risks to the landlord when a tenant files for bankruptcy and the steps a landlord can take to protect itself following a tenant's bankruptcy filing. Once a tenant enters a Chapter 11 bankruptcy case and becomes a debtor-in-possession, it has the option of assuming (and perhaps assigning) or rejecting its unexpired lease. Please see full article at https://www.jdsupra.com/legalnews/bankruptcy-risks-to-landlord-when-86138/ [*] Smiley Wang-Ekvall Attorneys Named in Lawdragon 500 List ------------------------------------------------------------ Law firm Smiley | Wang-Ekvall -- leaders in business bankruptcy; insolvency and reorganization law; business litigation; and real estate transactions -- on Aug. 10 disclosed that Founding Partners Lei Lei Wang-Ekvall and Kyra Andrassy have been named in the inaugural Lawdragon 500 Leading U.S. Bankruptcy & Restructuring Lawyers Guide. The publication says "the masters of disaster recognized here bring remarkable skills in financing, structuring, litigating and creating a pathway forward. Not even Houdini could wrest the chains of these times, but these experts know all the tricks for those companies seeking a fighting chance." "This is an extraordinary list of bankruptcy professionals and we are honored to be included," said Wang-Ekvall. Andrassy's insolvency-related work includes representing chapter 11 debtors, chapter 7 and chapter 11 trustees, secured and unsecured creditors, creditors' committees, purchasers of assets from bankruptcy estates, assignees in assignments for the benefit of creditors, federal and state court receivers, and borrowers in out-of-court workouts. She currently serves as Co-Chair of the Insolvency Law Committee of the Business Law Section of the California Lawyers Association and Director of the Los Angeles/Orange County Chapter of the California Receivers Forum and the Southern California Chapter of the International Women's Insolvency & Restructuring Confederation. Andrassy is a past president of the Orange County Bankruptcy Forum. Wang-Ekvall has focused her practice around bankruptcy and insolvency since 1992. She is currently serving as the Vice-Chair of the Central District of California Attorney Discipline Committee. She is also a board member of the Federal Bar Association, Orange County Chapter; the Masters Division of the Orange County Bar Association; Community Legal Services SoCal; the Orange County Bar Association Charitable Fund; and the Los Angeles Bankruptcy Forum. She is a past president and director of the Orange County Bar Association, the Orange County Bankruptcy Forum and the Orange County Asian American Bar Association, and she has served as a co‑chair and member of the Central District of California Lawyer Representatives to the Ninth Circuit Judicial Conference. Wang-Ekvall was recognized as the 2019 Attorney of the Year by the Orange County Women Lawyers Association and was the recipient of the 2015 Peter M. Elliott Award presented by the Orange County Bankruptcy Forum. She is a frequent speaker on bankruptcy, insolvency, assignment for benefit of creditors, and receiverships. Lawdragon magazine is a trusted legal publication known for its annual attorney listings. Each year, the staff at Lawdragon compile nominations from leading lawyers across the country and submit candidates to a thorough vetting process that includes peer review and independent research. The result is a list of attorneys who've experienced verifiable success, as well as the respect and esteem of their professional colleagues and the communities they serve. Smiley | Wang-Ekvall -- http://swelawfirm.com/-- achieves unparalleled results for its clients in the areas of business litigation, real estate transactions, and bankruptcy and insolvency matters, combining the hands-on attention and cost-effectiveness of a small firm with the depth and breadth of experience of a large firm. [*] Will Bankruptcies Rise Further Amid COVID-19 Concerns? ---------------------------------------------------------- Nikita Kataruka, writing for Zacks, wrote that The coronavirus pandemic has hit companies from almost all sectors across the globe. Since the virus outbreak in mid-March, there has hardly been any business sector that has not had to bear the brunt of the crisis. In fact, of all the sectors that have been adversely impacted, the retail industry (except those having strong online presence), restaurants, real estate industry, finance industry, gyms, cruise and airline industry are a few that are expected to face consequences in the next couple of quarters as well. Apart from these, the oil and gas industry is amongst the many that have been hit hardest. In addition to the uncertainty resulting from the pandemic, a plunge in oil prices (due to oversupply and low prices) has become a major concern for energy companies. In fact, the imposition of lockdown across the globe and the resulting halt in business activities in the first half of this year forced many companies in the United States to file for bankruptcy, despite the introduction of the Paycheck Protection Program ("PPP") by the government. The PPP aims to keep small businesses up and running with loans that can be converted to grants if certain terms are met. In the first half of this year, U.S. commercial chapter 11 bankruptcy filings increased 26% year over year, per the data published by Epiq. With more companies seeking protection from creditors during the pandemic, U.S. courts recorded 3,604 business filings under chapter 11 of the Bankruptcy code in the first six months of 2020. In fact, last month, commercial chapter 11 filings increased 43% from the year-ago period. Of the many firms that have filed for bankruptcy in the United States, some of the notable ones are Hertz Global Holdings, Inc. HTZ, Whiting Petroleum Corporation WLL, Quorum Health Corporation, J.C. Penney and NPC International — the operator of various franchisees of The Wendy's Company WEN. In addition to the coronavirus-led market turmoil, high debt level is another reason that has forced many companies to file for bankruptcy. Due to the extraordinarily low interest rates, majority of companies in the United States now have very high levels of debt. And, given the current crisis, the companies are not even being able to make timely interest payments and hence are having to file for reorganization under chapter 11. However, to our respite, the current situation is not as bad as the 2008 financial crisis. This is because, companies now, especially finance sector firms, are comparatively sound with strong liquidity position than they were back then. In fact, the Federal Reserve has been taking stimulus measures to inject liquidity into the economy and help companies remain operational. Also, with businesses opening up slowly, the situation is expected to improve in the latter half of this year. However, until the invention of a vaccine, there cannot be any certainty regarding the virus and its outcome. Also, there might be a time when the government's stimulus packages dry up or get exhausted. If till then the impact of the virus continues the way it is now, businesses will continue to be affected. That might result in an increase in bankruptcy filings, thus, disrupting the overall health of the economy. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2020. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***