/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/200820.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, August 20, 2020, Vol. 24, No. 232 Headlines 2806 PARADISE: Plan Payments to be Funded by 365 Real Estate 3 SC HOLDINGS: Court Approves Disclosure Statement 4-S RANCH: Unsecureds Will be Paid From Sale of Property 41-23 HAIGHT: Trustee Selling Flushing Properties to Xu for $26M AB KITCHEN CABINETS: Plan to be Funded by Business Earnings AB KITCHEN CABINETS: Sept. 2 Disclosure Statement Hearing Set ACCO BRANDS: Moody's Affirms Ba3 CFR, Outlook Stable AERKOMM INC: Incurs $2.12 Million Net Loss in Second Quarter AIM INDUSTRIES: Aug. 24 Plan Confirmation Hearing Set AIM INDUSTRIES: Unsecureds Will Get Pro Rata From Plan Trust ALLIED WELDING: Unsecureds Owed $1.5M to Get 3% in Plan AMERANT BANCORP: Fitch Affirms BB+ LongTerm IDR, Outlook Negative ARAMARK: S&P Cuts ICR to 'BB-' on Coronavirus-Related Demand Drop ARMED BEAVERS: Gets Approval to Hire Bookkeeper, Accountant ART OF DECORATION: Aug. 25 Disclosure Statement Hearing Set AYRO INC: Incurs $1.53 Million Net Loss in Second Quarter BANESCO USA: Fitch Affirms BB- LongTerm IDR, Outlook Negative BARRE N9NE: Wants Until Oct. 30 to File Plan & Disclosures BAY CLUB OF NAPLES: Enters Chapter 11 to Fend Off Landlords BELENJE & CHETIA: Files for Chapter 7 Bankruptcy BGS WORKS: Seeks to Hire Resnik Hayes as Counsel BHAKTEL LLC: Unsecured Creditors to Have 100% Recovery in 5 Years BI-LO LLC: S&P Raises ICR to 'B'; Outlook Stable BIG KAT DADDYS: Unsecureds Will be Paid in Full Over 60 Months BLESSED HOLDINGS: US Trustee Objects to Disclosures and Plan BLUESTEM BRANDS: Aug. 21 Plan & Disclosure Hearing Set BLUESTEM BRANDS: Disclosure Statement Approved BLUESTEM BRANDS: Unsec. Creditors to Get At Least $1M in Plan BRAHMAN RESOURCE: Seeks to Hire Okin Adams as Bankruptcy Counsel BROOKS BROTHERS: Closes One Southwest Florida Location BROOKS BROTHERS: Court Approves Its Better and Bigger Ch.11 Loan BRYAN A. LOPEZ: Mentor Buying San Antonio Property for $315K BULLS HEAD: Seeks Bankruptcy Protection Due to COVID-19 CALIFORNIA RESOURCES: Tendeka Suit Shelved Pending Bankr. Outcome CAMBRIAN HOLDING: Aug. 20 Disclosure Statement Hearing Set CANOPY PROPERTY: Court Conditionally Approves Disclosure Statement CARLSON TRAVEL: Fitch Withdraws 'C' Issuer Default Rating CARNIVAL CORP: S&P Rates New Second-Priority Secured Notes 'BB+' CAROLINA INTEGRATIVE: Seeks Court Approval to Hire Accountant CENGAGE LEARNING: Moody's Lowers CFR to Caa2, Outlook Negative CENTRIC BRANDS: Unsecureds to Get Share of Claims Cash Pool CENTRO GROUP: $2.2-Mil. Sale to Partially Fund Plan CENTURION PIPELINE: Fitch Rates Secured Loans 'BB/RR1' CENTURION PIPELINE: Moody's Rates $75MM Secured Term Loan 'B1' CHAPARRAL ENERGY: Moody's Cuts PDR to D-PD on Bankruptcy Filing CHINOS HOLDINGS: Seeks Approval to Expand Scope of KPMG Services CIRQUE DU SOLEIL: Lenders Replace Owners as Lead Bidder CLAAR CELLARS: Selling 50-Acre Pasco Property to Blasdels for $749K COASTAL INTERNATIONAL: AHAC Says Plan Not Mere Revision COASTAL INTERNATIONAL: Reacts to Objections, Says Plan Confirmable COLETTE WALLACE: 73 Bainbridge Buying Brooklyn Property for $1.7M CONGOLEUM CORP: Has $28M Bid From Noteholders CONGOLEUM CORP: Returns to Chapter 11 After 10 Years COVENANT CHURCH: Hires Bentz Law Firm as Special Counsel CREATIVE HAIRDRESSERS: Hires Baker Tilly as Tax Service Provider DALLAS EUROPEAN: To Seek Plan Confirmation Aug. 25 DALLAS TRADING: PointBridge to Receive $25K Over 5 Years DANCEL LLC: Unsecured Creditors to Be Paid From Remaining Funds DANCOR TRANSIT: Proposes Aug. 24 - Sept. 9 Auction of Trucks DATABASEUSA.COM: Ch.11 Filing Clouds Debt & Court-Mandated Payment DAVID ARRIGONI: Dallas Buying Tallahassee Property for $145K DAVID CROWE: Ariz. Judge Rules in TPT Trade Secrets Row DAVID EVERRITT: Proposes Sale of Two Pensacola Real Properties DAVIDSTEA: Plans to Close 124 Stores in U.S. & Canada DEAN & DELUCA: Unsecureds Will Get 20% of Claims in Plan DEAN FOODS: Food Lion Defends Dairy Farmers Suit DECLARATION BREWING: Files for Chapter 7 Bankruptcy DEMLOW PRODUCTS: Solar Springs Buying Equipment for $86K DESTINY SPRINGS: Unsecureds to Get 100% Over Time DIAMONDBACK INDUSTRIES: Unsecureds Will be Paid in Full DIOCESE OF HARRISBURG: Secures SBA's PPP Loan DIOCESE OF ROCHESTER: Panel Taps Berkeley as Financial Advisor DLR EXPRESS: Hires Michael Jay Berger as Counsel DRAGER C-STORES: Files for Chapter 7 Bankruptcy DWS CLOTHING: Plan Disclosures Hearing Continued to Oct. 15 EASTERN NIAGARA: Panel Hires Bond Schoeneck as Counsel EASTERN NIAGARA: Panel Hires Next Point as Financial Advisor EDGEWELL PERSONAL: S&P Affirms 'BB' ICR on Cremo Acquisition ELDORADO GOLD: S&P Upgrades ICR to 'B+'; Outlook Stable FREE FLOW: Posts $80K Net Income in Second Quarter FRONTIER COMMUNICATIONS: Court Extends Exclusivity Periods to 2021 FRONTIER COMMUNICATIONS: Fined $900K for Misleading Customers GABRIEL INVESTMENT: Two Competing Plans Filed GDS EXPRESS: Reliable Buying Volvo Trucks & 85 Roll Boxes for $139K GENERAL CANNABIS: Delays Filing of Q2 Quarterly Report GFL ENVIRONMENTAL: Moody's Rates New $600MM Secured Notes 'Ba3' GO-GO'S GREEK: Unsecureds Get 100% Distribution of Claims GOLD AND SILVER: Seeks to Hire Paul C. Balassa as Special Counsel GOLD'S GYM: RSG Group Buying Business for $100 Million GOOD SAMARITAN: CHC Purchases 2 Facilities for $7.5M GOURDOUGH'S HOLDINGS: Seeks to Hire Cloudbooks as Bookkeeper GRAPHIC PACKAGING: S&P Rates New $350MM Senior Unsecured Notes BB+ GRUPO AEROMEXICO: Hires Financial Advisor and Investment Banker GUNSMOKE LLC: Gets Approval to Hire Bookkeeper, Accountant H-CYTE INC: Incurs $6.43 Million Net Loss in Second Quarter HANNON ARMSTRONG: Fitch to Rate Unsecured Notes 'BB+' HAPPY BEAVERS: Gets Approval to Hire Bookkeeper, Accountant HAWAII MOTORSPORTS: Cycle City Objects to Disclosure Statement HAWAII MOTORSPORTS: Hawaii State FCU Objects to Disclosure HERTZ GLOBAL: Martha's Vineyard Airport Monitors Its Bankruptcy HI-CRUSH INC: Enters Into Backstop Agreement HOUSTON AMERICAN: Reports $382K Net Loss for Second Quarter HY-POINT FAMILY: Selling Crestwood Property for $65K ICONIX BRAND: Considering Strategic Alternatives IMPERIAL ROI: Seeks to Tap Andy Williams as Real Estate Broker INTERLOGIC OUTSOURCING: Plan Exclusivity Extended Thru Dec. 3 INTERNATIONAL FOOD: Suit vs Suppliers Moved to Illinois Court INVESTVIEW INC: Incurs $4.91 Million Net Loss in First Quarter ISTAR INC: Fitch to Rate $400MM Senior Unsecured Notes 'BB(EXP)' JDFIU HOGAN: UMB Bank Objects to Disclosure Statement JNL FUNDING: Weigel Must Disgorge $30,000 to Trustee by Aug. 31 JOHN ALAN STACEY: 3M1S Buying Laguna Beach Property for $2.88M KEAST ENTERPRISES: Easton Buying Cyclone Feedlot for $500K LAKELAND TOURS: Taps Kirkland & Ellis as Legal Counsel LAMAR ADVERTISING: Moody's Cuts Senior Unsecured Notes to B1 LAPEER INDUSTRIES: Seeks to Hire Winegarden Haley as Legal Counsel LATAM AIRLINES: Hires Deloitte as Tax Service Provider LE TOTE: Taps Stretto as Claims and Noticing Agent LIVE NATION: Moody's Lowers CFR to B2, Outlook Negative LOOKOUT RIDGE: Has $11-Million Offers for Property LST EXPRESS: Unsecured Creditors to Recover 100% in 10 Years LUCKY'S MARKET: Sharon Buying 2015 GMC Yukon for $30K M & H PINE: US Trustee Objects to Disclosure Statement MANGRANN CONSTRUCTION: Files for Chapter 7 Bankruptcy MARTIN MIDSTREAM: S&P Cuts ICR to SD on Below-Par Exchange of Notes MCGRAW HILL: Moody's Lowers CFR to Caa2, Outlook Negative MLK ALBERTA: Unsecureds to Get Full Payment by 2025 MOST CHOICE: Unsecureds to Be Paid in Full in 57 Months NEW YORK HELICOPTER: Going Concern Sale to Pay Claims in Full NEWPORT GROUP: S&P Alters Outlook to Negative, Affirms 'B' ICR NORTHBELT LLC: Unsec. Creditors to Be Paid 5% Over Time NOVELIS INC: S&P Affirms BB- Issuer Credit Rating; Outlook Stable NPHSS LLC: Legatum Buying Carmel Property for $6.53 Million NPHSS LLC: Ma and Luu Object to Disclosure Statement OHIO RIVER LABORATORY: Sept. 2 Plan & Disclosures Hearing Set ON SEMICONDUCTOR: Moody's Rates New Senior Unsecured Notes 'Ba2' OUTLOOK THERAPEUTICS: Incurs $3 Million Net Loss in Third Quarter OWENS FUNERAL HOME: Has Until Aug. 28 to File Plan & Disclosures PABLO MEZA: Lopez Buying Los Angeles Property for $450K PAL DISTRIBUTION: Trustee Taps Bicher & Associates as Field Agent PAPARDELLE 1068: Court Dismisses Suit v. District of Columbia PATRIOT SOLAR: Hanover Fails in Bid to Junk Vanguard Amended Suit PEABODY ENERGY: Moody's Lowers CFR to B3, Outlook Negative PEABODY ENERGY: S&P Downgrades ICR to 'CCC+'; Outlook Negative PENUMBRA BRANDS: Taps Crowe LLP to Provide Tax Services PEOPLES COMMUNITY: Aug. 27 Plan & Disclosure Hearing Set PETASOS RESTAURANT: Seeks to Hire Steven Soumakis as Accountant PG&E CORP: In Clash With FERC on How to End Ch. 11 Exit Deal Fight PG&E CORPORATION: Hires Clarence Dyer as Special Counsel PG&E CORPORATION: Hires Pillsbury Winthrop as Special Counsel PORTERS NECK: PNL Objects to Disclosure Statement POTOMAC CONSTRUCTION: Unsecureds Will be Paid After all Other Claim POWER BAIL: Seeks to Hire Paul Plevin as Special Counsel PRA GROUP: Fitch Rates $300MM Senior Unsecured Notes 'BB+' PRESTIGE WORLDWIDE: Files for Chapter 7 Bankruptcy PROGISTIC CARRIERS: Unsecured Claims Will Get 10% Dividend PYXUS INTERNATIONAL: Files Supplement to Disclosure Statement QUEST PATENT: Incurs $372K Net Loss in Second Quarter RAYMOND WOOTEN: Court Allows Coyote Cabling to File Late Claim REMINGTON OUTDOOR: Sets Bidding Procedures for All Assets REVLON CONSUMER: To Seek Dismissal of UMB Bank Litigation Claim ROBERT J. MOCKOVIAK: Dixon Buying 2016 Ferrari F12 TDF for $800K ROCK CREEK: RCBCRM Buying Upper Marlboro Property for $3 Million ROCKPORT DEV'T: McHugh Buying Rolling Hills Property for $2.41M ROYALE ENERGY: Post $501K Net Loss in Second Quarter RTW RETAILWINDS: Gets Court OK to Begin Liquidation S&S CRAFTSMEN: Taps Morgan & Morgan as Special Counsel S.A.S.B. INC: Unsecureds to Get $1,300 Per Month for 5 Years SAEXPLORATION HOLDINGS: Posts $5.59-Mil. Net Loss in 2nd Quarter SAND CASTLE: South EndCondos Buying Condos for $765K SEA OAKS: Sets Bidding Procedures for Substantially All Assets SENG JEWELERS: Case Summary & 20 Largest Unsecured Creditors SETHCO LLC: Seeks Bankruptcy Due to Pandemic, Landlord SHARPER HEARING: Seeks to Hire Craig A. Diehl as Attorney SHORTER BROTHERS: Hires C. Taylor Crockett as Counsel SILVER LAKES: Mars Hospitality Buying Helendale Property for $650K SONOMA PHARMACEUTICALS: Posts $993K Net Income in First Quarter SOUTHWESTERN ENERGY: Fitch Rates $350MM Unsecured Notes 'BB/RR4' SOUTHWESTERN ENERGY: Moody's Rates New Unsecured Notes 'Ba3' SPRINGFIELD HOSPITAL: SBA Appeals Go Straight to 2nd Cir. STEVEN BOYUM: Proposes Auction of Personal Property SUR LA TABLE: Closes 2 Georgia Locations SUR LA TABLE: Plans to Close 56 of 121 Stores SUR LA TABLE: Plans to Close All Locations in Hudson Valley SUSTAINABLE RESTAURANT: Unsecureds to Get Pro Rata Distribution TAKATA CORP: Oyson vs ACTSI Not Suited for Mediation, Court Says TAMPA BAY MARINE: Jaeger Buying 2016 Ford F350 Truck for $25K TRANSPINE INC: Hires Leslie Cohen Law as Counsel TRIPLE B INVESTMENTS: Taps Buddy D. Ford as Bankruptcy Counsel TUESDAY MORNING: Expands A&G Realty Scope of Works TUESDAY MORNING: Inks Deal for $25M Loan From Franchise TUMBLEWEED TINY: Taps Stockman Kas Ryan as Accountant UMATRIN HOLDING: Posts $226K Net Profit in Second Quarter UNIQUE TOOL: Trustee Gets Approval to Sell Machinery, Equipment UNITY ENTERPRISES: Unsecureds to Be Paid 100% in 5 Years VALARIS PLC: Case Summary & 30 Largest Unsecured Creditors VALARIS PLC: Files for Chapter 11 Bankruptcy Protection VERITY HEALTH: May Terminate CBA Between Seton and IUOESE Local 39 VIVUS INC: Delisted from The Nasdaq Stock Market VIVUS INC: Gets Court Permission to Tap Cash, Pay Vendors VUNGLE INC: S&P Raises ICR to 'B+'; Outlook Stable WALKER MACHINE: Selling Portable Laser Tracker System for $15K WELDED CONSTRUCTION: Mersino May Not Intervene in EPS Suit WESTERN URANIUM: Incurs $1.09 Million Net Loss in Second Quarter WHISTLER ENERGY: Primer on Admin. Expense Claims WINSTEAD'S COMPANY: Plan Exclusivity Period Extended Until Nov. 23 ZENERGY BRANDS: Court Extends Plan Exclusivity Until Sept. 18 ZEP INC: Moody's Raises CFR to Caa1, Outlook Stable [*] Fashion/Retail Bankruptcy Primer [*] PPP Helped At Least 215 Delaware Law Firms [*] Subsection 5 Favors Small Business Owners [*] Treatment of Commercial Leases in Tenant Bankruptcy [*] Why Healthcare Chapter 11s are Different [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 2806 PARADISE: Plan Payments to be Funded by 365 Real Estate ------------------------------------------------------------ 2806 Paradise Isle LLC, a Nevada limited-liability company, filed with the U.S. Bankruptcy Court for the District of Nevada a Disclosure Statement to accompany Plan of Reorganization dated July 16, 2020. On June 15, 2020, Debtor filed an Adversary Complaint against Nationstar, US Bank and SN Servicing Corporation, thereby initiating Adversary Proceeding No. 20-01068. Through the Proceeding, the Debtor sought, among other things, declaratory relief that Nationstar and Debtor had reached a binding agreement concerning the valuation of the Property and treatment of Nationstar's Claim, and that this agreement was binding on US Bank. After the filing of the Proceeding, US Bank and the Debtor engaged in settlement discussions, which resulted in a Stipulation for Claim Treatment dated July 13, 2020. Through the US Bank Stipulation, US Bank and Debtor agreed, among other things, to value the Property at $265,000, and further agreed Debtor would pay $265,000 to US Bank upon the Effective Date of the Plan, and in any event within seven days of entry of Confirmation Order. Additionally, through the US Bank Stipulation, US Bank waived any unsecured claim and agreed to vote in favor of the Plan. Class 1: Nationstar Secured Claim will receive treatment consistent with the US Bank Stipulation, including payment of the US Bank Secured Claim in the amount of $265,000, upon or before the Effective Date, and, in all events, within seven days of entry of the Confirmation Order. Additionally, through the US Bank Stipulation, US Bank has waived any Unsecured Claim. Class 2 Equity Interest Holder will retain its Equity Interest. Accordingly, on the Effective Date of the Plan, Debtor's Equity Interest Holder will receive its share of Equity Interest in Reorganized Debtor. On the Effective Date, without any further action by Debtor or Reorganized Debtor, all of Debtor’s assets shall vest in Reorganized Debtor, subject to the terms and conditions of the Plan. From the Effective Date until the dissolution of Reorganized Debtor, Debtor's sole managing member and qualified entity, 365 REAL ESTATE INVESTMENTS, LLC, will have full authority to make all decisions and take all actions on behalf of Reorganized Debtor to effectuate the Plan. On and after the Effective Date, Reorganized Debtor's parent company and managing member, 365 REAL ESTATE INVESTMENTS, LLC, will provide substantial new value to Reorganized Debtor by infusing Reorganized Debtor with the necessary funds to pay the US Bank Secured Claim. The Debtor's managing member, 365 REAL ESTATE INVESTMENTS, LLC, will infuse Debtor with all necessary funding to ensure the feasibility of the Debtor's Plan. The Debtor believes that the Plan meets the feasibility requirement set forth in Section 1129(a)(11) of the Bankruptcy Code. A full-text copy of the Disclosure Statement dated July 16, 2020, is available at https://tinyurl.com/y5zdzbmp from PacerMonitor at no charge. Counsel for Debtor: ANDERSEN LAW FIRM, LTD. Ryan A. Andersen, Esq. Ani Biesiada, Esq. 3199 E Warm Springs Rd, Ste 400 Las Vegas, Nevada 89120 About 2806 Paradise Isle 2806 Paradise Isle, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-12795) on May 14, 2018. At the time of the filing, the Debtor was estimated to have assets of less than $500,000 and liabilities of less than $1 million. Judge Laurel E. Babero presides over the case. The Debtor tapped Andersen Law Firm, Ltd. as its legal counsel. 3 SC HOLDINGS: Court Approves Disclosure Statement -------------------------------------------------- The Court ordered that the Disclosure Statement filed by 3 SC Holdings, LLC, is approved. Aug. 26, 2020 at 2:00 p.m. is fixed for the hearing on Confirmation of the Plan before the Honorable Harlin Hale, United States Bankruptcy Judge, 1100 Commerce Street, 14th Floor, Dallas, Texas. Aug. 21, 2020 is fixed as the last day for filing and serving written objections to confirmation of the Plan. Aug. 21, 2020 is fixed as the last day for filing and serving written acceptances or rejections of the Plan in the form of a ballot. About 3 SC Holding LLC 3 SC Holding, LLC, filed its Voluntary Petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-30738) on March 2, 2020, listing under $1 million in both assets and liabilities. Eric A. Liepins, Esq., a partner at Eric A. Liepins, P.C., serves as bankruptcy counsel to the Debtor. 4-S RANCH: Unsecureds Will be Paid From Sale of Property -------------------------------------------------------- 4-S Ranch Partners, LLC, submitted an Amended Disclosure Statement. 4-S's principal asset is real property, located on the at the north and south sides of Green House Road, 1.5 miles west of Dan McNamara Road, southwest of Atwater, Merced County, California. The Plan centers upon the disposition of the Property for the benefit creditors, other parties in interest, 4-S, and others that may benefit from certain dispositions of the Property. Class 1 Secured Claim of Sandton Credit Solutions Master Fund IV, LP totaling $57,264,655 is impaired. The Plan provides that the Class 1's security interest in the Property will be retained, that it shall be given a lien in the proceeds from the Liquidity Event, that if its claim is not paid in full from the Liquidity Event, then the Court shall condition the Liquidity Event on such terms as may be appropriate to afford the holder of the Class 1 Claim adequate protection of its interest in the Property. Class 2 General Unsecured Claims totaling $551,433 are impaired. Under the Plan, claims constituting Class will receive a ratable distribution of the net proceeds from the sale of the Property one year after the Liquidity Event after, of course, the Class 1 claim is satisfied. Class 3 Equity Interests will neither receive nor retain anything on account of their Interests in the Debtor unless all of the Allowed Claims from Classes 1, and 2 have been paid in full, with interest. 4-S shall fund all payments required to be made on the Effective Date through new capital, new financing or the proceeds of a sale of the Property, all of which are subject to approval of the Bankruptcy Court. A full-text copy of the Amended Disclosure Statement dated July 15, 2020, is available at https://tinyurl.com/y5xfkvav from PacerMonitor.com at no charge. Attorneys for the Debtor: RENO F.R. FERNANDEZ III ALEXANDER K. LEE MACDONALD| FERNANDEZ LLP 914 Thirteenth Street Modesto, CA 95354 Telephone: (209) 521-8100 Facsimile: (415) 394-5544 About 4-S Ranch Partners 4-S Ranch Partners, LLC, is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). 4-S Ranch Partners filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 20-10800) on March 2, 2020. The petition was signed by Stephen W. Sloan, Debtor's managing member. At the time of filing, Debtor was estimated to have $500 million to $1 billion in assets and $50 million to $100 million in liabilities. Judge Rene Lastreto II oversees the case. Reno F.R. Fernandez III, Esq., at Macdonald Fernandez LLP, is the Debtor's legal counsel. 41-23 HAIGHT: Trustee Selling Flushing Properties to Xu for $26M ---------------------------------------------------------------- Gregory Messer, the Chapter 11 trustee for 41-23 Haight Street Realty, Inc., asks the U.S. Bankruptcy Court for the Eastern District of New York to authorize the sale of the Debtor's real properties in Queens County identified as Block 5063, Lots 44, 45, 46, 47, 48, 49, 50, 51, 52, 53 and 55 Haight Street, Flushing, New York, to Jiashu Xu, also known as Chris Xu, for $26 million, plus the Buyer's Premium and payment of any and all transfer taxes owed to New York State and New York City, subject to overbid. The case has many trying aspects, and there has been tremendous effort by all the interested parties to sell the Real Property. The next virtual public auction is scheduled for Aug. 5, 20203. As the Court is also aware, there were two prior stalking horse bidders, both of whom defaulted under the terms of the respective agreements and various Court Orders. And now, it is the Trustee's third attempt to conduct a public auction after extensive marketing of the Real Property throughout the community for the past several months. Given the circumstances surrounding the case and the prior sales, the Trustee has accepted the new offer of $26 million from the Stalking Horse Bidder. The Stalking Horse Bidder was able to represent to the Trustee that he has no relationship with the first two stalking horse bidders (Tu Kang Yang and Selena Chau), the second stalking horse bidder (Mei Yang Ko) and/or Ling Xiang Xu, who claims to have contributed to the deposit provided by Mei Yang Ko. Upon execution of the Stalking Horse Agreement, the Stalking Horse Bidder wired the Trustee a 10% Deposit in the amount of $2.6 million which the Trustee is currently holding subject to Court approval. Equally as important, the Stalking Horse Bidder has agreed to provide the Trustee will proof of his ability to close prior to the hearing to consider the Stalking Horse Agreement. The Trustee asks the Court to approve the Stalking Horse Agreement. The Trustee has also advised the Stalking Horse Bidder that he, and his counsel (if any), must appear at the hearing to consider the relief sought in this Motion, so that he can make himself available for any inquiries the Court, or any other interested parties, may have for him. The Trustee established these parameters so as to provide full disclosure of all bidders and consistent with the Court's Order for Injunctive Relief entered on June 26, 2020. After taking these necessary precautions, the Trustee now asks the entry of an Order approving the new Stalking Horse Agreement in preparation for the newly scheduled virtual public auction scheduled for Aug. 5, 2020. He submits that the terms of the new Stalking Horse Agreement, including the Breakup Fee of $520,000, are fair and reasonable under the circumstances of the case. It is worth noting that the Debtor's senior lienholder and the Official Committee of General Unsecured Creditors support the Trustee's decision to enter into the Stalking Horse Agreement in advance of the public auction. By separate application filed contemporaneously with the Motion, the Trustee will ask a hearing on shortened notice of the Motion. A copy of the Contract is available at https://tinyurl.com/yygyam5p from PacerMonitor.com free of charge. About 41-23 Haight Street Realty 41-23 Haight Street Realty, Inc. is a single asset real estate (as defined in 11 U.S.C. Section 101(51B). On June 4, 2019, an involuntary Chapter 11 petition (Bankr. E.D. N.Y. Case No. 19-43441) was filed against 41-23 Haight Street Realty, Inc. by petitioning creditors, Wen Mei Wang, Xian Kang Zhang, and Yu Qing Wang. Judge Nancy Hershey Lord oversees the case. Victor Tsai, Esq., is the Debtor's legal counsel. On Aug. 12, 2019, the court appointed Gregory Messer as Chapter 11 trustee for the Debtor's estate. The trustee is represented by LaMonica Herbst & Maniscalco, LLP. AB KITCHEN CABINETS: Plan to be Funded by Business Earnings ----------------------------------------------------------- AB Kitchen Cabinets, Inc., a New Mexico Corporation, filed with the U.S. Bankruptcy Court for the District of New Mexico a Plan of Reorganization and a Disclosure Statement on July 16, 2020. Class Five is the General Unsecured claims allowed under Sec. 502 of the Code. The Debtors estimate that the allowed unsecured claims, after objections are filed and determined, will be $41,271. Class Six is the interest of the Debtor in their exempt property. The Debtors have no property other than exempt assets. The Debtors are contributing their exempt property to the Plan and they may vote on the Plan. The Debtors will fund the plan payments to the classes through their earnings. Payments will be mailed to the addresses listed in any allowed Proof of Claim, or to a different address designated by a creditor with an allowed Proof of Claim. The Debtors earnings are projected to be sufficient to fund the plan. The Debtors will be retaining all of their property under the Plan. Estimated payments under the Plan are $1416.86 per month beginning in August of 2020. The Debtor will also file their tax returns yearly and provide copies to Counsel for First U.S. Funding and American Express. If the Debtor makes over $65,000.00 in net income for any given year, Counsel for the Debtor, First U.S. Funding, American Express and Jay Collins will meet and confer regarding the increasing of Plan payments in order to pay off the Plan sooner than the five-year proposed period. The Debtor and First U.S. Funding have also come to an agreement regarding the Debtor's continued use of cash collateral, with First U.S. Funding agreeing to the Debtor's use of cash collateral until Nov. 30, 2020. The Debtor will file a Motion for Continued Use of Cash Collateral, such that the Motion will be filed, noticed out to creditors, and approved by the Court before the end of November, 2020. A full-text copy of the Disclosure Statement dated July 16, 2020, is available at https://tinyurl.com/yxsjgqz5 from PacerMonitor at no charge. Attorney for Debtors: Don F. Harris Dennis A. Banning 320 Gold Avenue SW, Suite 1401 Albuquerque, NM 87102 Phone: 505-503-1637 E-mail: dab@nmfinanciallaw.com About AB Kitchen Cabinets AB Kitchen Cabinets operates a home furniture business in Hobbs, New Mexico, with a single location and three employees, including the principals of the company, Javier Bustillos and Maeda Bustillos. AB Kitchen Cabinets sought Chapter 11 protection (Bankr. D.N.M. Case No. 19-11890) on Aug. 16, 2019. At the time of filing, the Debtor was estimated to have assets and liabilities of less than $500,000. The petition was signed by Maeda Bustillos, co-owner. The Debtor employed NM Financial Law, P.C., as counsel; and Jay Collins and The Financial Firm LLC, as financial advisor and accountant. AB KITCHEN CABINETS: Sept. 2 Disclosure Statement Hearing Set ------------------------------------------------------------- On July 16, 2020, debtor AB Kitchen Cabinets, Inc. filed with the U.S. Bankruptcy Court for the District of New Mexico a proposed Chapter 11 Disclosure Statement. It is ordered that: * Aug. 21, 2020, is fixed as the last day for filing and serving written objections to the disclosure statement. * Sept. 2, 2020, at 10:00 a.m., in the Pete V. Domenici U.S. Courthouse, 333 Lomas Blvd. NW, Albuquerque, NM, 87102, Brazos Courtroom is the hearing to consider approval of the disclosure statement and any objections shall be held before the Hon. David T. Thuma. A copy of the order dated July 16, 2020, is available at https://tinyurl.com/y674kuve from PacerMonitor at no charge. The Debtor is represented by: Dennis Banning New Mexico Financial Law 320 Gold Avenue SW, # 1401 Tel: (505) 503-1637 About AB Kitchen Cabinets AB Kitchen Cabinets operates a home furniture business in Hobbs, New Mexico, with a single location and three employees, including the principals of the company, Javier Bustillos and Maeda Bustillos. AB Kitchen sought Chapter 11 protection (Bankr. D.N.M. Case No. 19-11890) on Aug. 16, 2019. At the time of filing, the Debtor was estimated to have assets and liabilities of less than $500,000. The petition was signed by Maeda Bustillos, co-owner. The Debtor engaged NM Financial Law, P.C., as counsel; and Jay Collins and The Financial Firm LLC, as financial advisor and accountant. ACCO BRANDS: Moody's Affirms Ba3 CFR, Outlook Stable ---------------------------------------------------- Moody's Investors Service affirmed ACCO Brands Corporation's Ba3 Corporate Family Rating and Ba3-PD Probability of Default Rating. At the same time, Moody's affirmed the company's senior unsecured notes due 2024 at B1 and the speculative grade liquidity rating is unchanged at SGL-2. The outlook is stable. While ACCO will be negatively impacted by the disruptions caused by the coronavirus, Moody's affirmed the ratings because the company has good liquidity to manage through temporary operating volatility including continued positive free cash flow. Moody's expects that growth will resume when conditions begin to return to normal. Moody's continues to believe that the company will be able to capitalize on its strong market position to restore credit metrics close to pre-coronavirus levels and that the company will reduce costs and preserve cash to manage through the current difficult environment. Moody's expects ACCO's debt/EBITDA will peak over the next 6 to 12 months at around 5x and then improve to around 4.0x to 4.5x by the end of 2021 and in line with Moody's expectations for the Ba3 rating given the operating profile. Moody's expects that ACCO's operating performance will continue to be negatively impacted in the second half of 2020 due to lower demand for its products given the uncertainty caused by the coronavirus outbreak. Further challenging ACCO's operating performance will be a contraction of the global economy in 2020, particularly in key markets for ACCO such as the US, Europe and Brazil, before recovering in 2021. The uncertainty of school re-openings and the challenges caused by the slow return of employees to offices will negatively impact school and office supply purchases. Offsetting some of this decline will be an increase in ACCO's electronic products such as computer accessories and air purifiers. Moody's expects ACCO's revenues to decline about 20% in the second half of 2020 compared to second half of 2019 and recover by approximately 15% in 2021 compared to 2020. Operating profits will also be significantly down by approximately 45% in 2020 (vs. 2019) and improve by around 40% in 2021 (vs 2020), though not quite recover to 2019 levels. Moody's estimates that approximately half of ACCO's sales are related to education purchases, and half for commercial/office purchases. Moody's took the following rating actions on ACCO Brands Corporation: Ratings Affirmed: Corporate Family Rating at Ba3; Probability of Default Rating at Ba3-PD; $400 million Senior Unsecured Notes due 2024 at B1 (LGD5); Rating Unchanged: Speculative Grade Liquidity Rating is unchanged at SGL-2; Outlook Actions: Outlook remains stable. RATINGS RATIONALE ACCO's Ba3 CFR reflects its good scale, product diversification within office/school products, and solid geographic diversification. The rating also incorporates Moody's expectation of near-term weakness in its operating performance due to the impact of the coronavirus pandemic as operating profits will continue to be pressured due to school closures and office disruptions. Moody's expects debt/EBITDA to remain high at above 5x in 2020 and then decline to below 4.5x by the end of 2021. ACCO's stated leverage goal of 2.5x debt/EBITDA (company calculated, vs. 3.5x as of 6/30/2020) gives Moody's comfort that the company will continue to focus on debt repayment over the next 12 to 18 months. Moody's anticipates that ACCO will resume share repurchases as permitted under its credit agreement only after it reduces leverage to its target levels. The rating also incorporates the cyclicality and the mature nature of the office and school supplies industry. Moody's estimates that approximately 60% of ACCO's sales are tied to discretionary consumer spending, which would be negatively impacted by a contraction of the economy. The remainder is driven more by business spending, which is also subject to cyclicality. Mitigating these factors is ACCO's solid market position within the office supply product categories, solid free cash flow, and good liquidity. Moody's also considers ACCO's high relevance to its largest customers as one of only a few global suppliers of office products. The rapid spread of the coronavirus outbreak, deteriorating global economic outlook, low oil prices, and high asset price volatility have created an unprecedented credit shock across a range of sectors and regions. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The consumer durables industry is one of the sectors most meaningfully affected by the coronavirus because of exposure to discretionary spending. ACCO is publicly traded and has a balanced financial policy approach between shareholder distributions and leverage. ACCO has a moderate dividend ($6 million per quarter) and engages in share repurchases, which Moody's expects to be curtailed until leverage is reduced to the company's target level. Acquisitions are an event risk. The stable outlook reflects Moody's view that ACCO will maintain an acceptable credit profile with free cash flow of approximately $100 million and $130 million in 2020 and 2021, respectively. Moody's also projects in the stable outlook that the company will use its free cash towards debt repayment such that debt to EBITDA falls below 4.5x by the end of 2021. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The rating could be downgraded if operating performance weakens because of customer losses or volume reductions, pricing pressure, or lower consumer spending, or if liquidity deteriorates. Debt-funded acquisitions or shareholder distributions could also result in a downgrade. Key credit metrics that could lead to a downgrade include debt/EBITDA sustained above 4.5x. The rating could be upgraded if the company maintains solid reinvestment that sustains profitable growth with a stable to higher EBITDA margin, generates strong free cash flow. and reduces leverage. ACCOs financial policy would also need to be consistent with debt/EBITDA sustained below 3.5x. Headquartered in Lake Zurich, IL publicly-traded ACCO Brands Corporation manufactures and supplies office, school, calendar products and select computer and electronic accessories sold primarily in the US, Europe, Brazil, Australia, Canada and Mexico. Key brands include AT-A-GLANCE, Barrilito, Derwent, Esselte, Five Star, Foroni, GBC, Hilroy, Kensington, Leitz,Marbig, Mead, NOBO, Quartet, Rapid, Rexel, Swingline, Tilibra and Wilson Jones. Annual revenues are approximately $1.8 billion as of June 30, 2020. The principal methodology used in these ratings was Consumer Durables Industry published in April 2017. AERKOMM INC: Incurs $2.12 Million Net Loss in Second Quarter ------------------------------------------------------------ Aerkomm Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q, disclosing a net loss of $2.12 million on $0 of net sales for the three months ended June 30, 2020, compared to a net loss of $1.68 million on $1.60 million of net sales for the three months ended June 30, 2019. For the six months ended June 30, 2020, the Company reported a net loss of $4.49 million on $0 of net sales compared to a net loss of $4.07 million on $1.60 million of net sales for the same period a year ago. As of June 30, 2020, the Company had $50.34 million in total assets, $7.94 million in total liabilities, and $42.40 million in total stockholders' equity. As of June 30, 2020, the Company had cash and cash equivalents of $414,314. To date, the Company has financed its operations primarily through cash proceeds from financing activities, including through its completed public offering, short-term borrowings and equity contributions by its stockholders. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1590496/000121390020022524/f10q0620_aerkomminc.htm About Aerkomm Headquartered in Nevada, USA, Aerkomm Inc. -- http://www.aerkomm.com/-- is a full-service development stage provider of in-flight entertainment & connectivity (IFEC) solutions, intended to provide airline passengers with a broadband in-flight experience that encompasses a wide range of service options. Those options include Wi-Fi, cellular, movies, gaming, live TV, and music. The Company plans to offer these core services, which it is currently still developing, through both built-in in-flight entertainment systems, such as a seat-back display, as well as on passengers' own personal devices. Aerkomm recorded a net loss of $7.98 million for the year ended Dec. 21, 2019, compared to a net loss of $8.15 million for the year ended Dec. 31, 2018. As of March 31, 2020, the Company had $52.32 million in total assets, $8.13 million in total liabilities, and $44.19 million in total stockholders' equity. AIM INDUSTRIES: Aug. 24 Plan Confirmation Hearing Set ----------------------------------------------------- AIM Industries, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, a Chapter 11 Plan and a Disclosure Statement. On July 14, 2020, Judge Caryl E. Delano conditionally approved the Disclosure Statement and ordered that: * Any written objections to the Disclosure Statement shall be filed no later than seven days prior to the date of the hearing on confirmation. * Aug. 24, 2020 at 1:30 p.m. in Tampa, FL − Courtroom 9A, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue is the hearing on confirmation of the Plan. * Parties in interest will submit to the Clerk's office their written ballot accepting or rejecting the Plan no later than eight days before the date of the Confirmation Hearing. * Objections to confirmation shall be filed with the Court and served on the Local Rule 1007−2 Parties in Interest List no later than seven (7) days before the date of the Confirmation Hearing. A copy of the order dated July 14, 2020, is available at https://tinyurl.com/y3zb7xzn from PacerMonitor at no charge. About AIM Industries Based in Riverview, Fla., AIM Industries, LLC, filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 20-00031) on Jan 03, 2020, listing under $1 million in both assets and liabilities. Buddy D. Ford, P.A., is the Debtor's legal counsel. AIM INDUSTRIES: Unsecureds Will Get Pro Rata From Plan Trust ------------------------------------------------------------ AIM Industries, LLC, submitted a Plan and a Disclosure Statement. The cost of distributing the Plan and the Disclosure Statement, as well as the cost, if any, of soliciting acceptances will be paid by Debtor. Pursuant to the Plan, each Allowed Secured Claim, at the election of the Debtor, may (i) remain secured by a Lien in property of the Debtor retained by such Holder, (ii) paid in full in cash (including allowable interest) over time or through a refinancing or a sale of the respective Asset securing such Allowed Secured Claim, (iii) offset against, and to the extent of, the Debtor’s claims against the Holder, or (iv) otherwise rendered unimpaired as provided under the Bankruptcy Code. To the extent that the Holder of an Allowed Priority Claim receives a Distribution under the Plan, such Holder should recognize such Distribution as ordinary income and submit the appropriate withholdings based on that Holder's particular circumstances. Pursuant to the Plan, each Holder of an Allowed Unsecured Claim shall receive, on account of such Allowed Claim, a pro rata distribution of cash from the Plan Trust. The Debtor's Plan will be funded by the continued operations of the Debtor. A full-text copy of the Disclosure Statement dated July 13, 2020, is available at https://tinyurl.com/yccfhxk4 from PacerMonitor.com at no charge. Attorney for the Debtor: Buddy D. Ford, Esquire Jonathan A. Semach, Esquire Heather M. Reel, Esquire BUDDY D. FORD, P.A. 9301 West Hillsborough Avenue Tampa, Florida 33615-3008 Telephone #: (813) 877-4669 Office Email: All@tampaesq.com E-mail: Buddy@tampaesq.com E-mail: Jonathan@tampaesq.com E-mail: Heather@tampaesq.com About AIM Industries Based in Riverview, Fla., AIM Industries, LLC, filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 20-00031) on Jan. 3, 2020, listing under $1 million in both assets and liabilities. Buddy D. Ford, P.A., is the Debtor's legal counsel. ALLIED WELDING: Unsecureds Owed $1.5M to Get 3% in Plan ------------------------------------------------------- Allied Welding Inc., submitted a Plan and a Disclosure Statement. The Debtor uses real estate and personal property, some of which is titled in its name and some of which is leased from its equity owner, in its operations. Class One consists of Newtek Small Business Solutions for a promissory note secured by mortgages and security agreements. The Debtor will pay full contract balance of the claim calculated on January 1, 2021, with interest at the rate of 5.25% per year, through monthly payments commencing January 1, 2021 over a 20-year period. The class is impaired. Class Two consists of one secured claim (Claim No. 27) held by LEAF CAPITAL FUNDING LLC for two open accounts secured by purchase money security interests, and perfected through UCC-1 financing statement filings, in various items of equipment. The Debtor will pay the value of the subject collateral, which is alleged to be $105,500, with interest at the rate of 5.25% per year, through monthly payments commencing Jan. 1, 2021 over a five-year period. This class is impaired. Class Four consists of the general unsecured claims that are not secured by property of the estate and are not entitled to priority under Sec. 507(a) of the Bankruptcy Code. The Plan proposes a "pro rata" distribution to these claimholders from annual payments in the amount of $10,000 for five years. The projected estimated dividend to unsecured claimholders under the Plan is slightly more than 3%, based on $50,000 divided pro rata across slightly less than $1,500,000 in allowed claims. Class Five consists of the sole prepetition equity interest holder, Terry R. Nelson. The Plan proposes that the prepetition equity interest holder will retain the same sole ownership in the reorganized Debtor. Payments and distributions under the Plan will come from post-confirmation business operations of the reorganized Debtor and capital contributions of the Equity Owner. A full-text copy of the Disclosure Statement dated July 15, 2020, is available at https://tinyurl.com/y5mwmox7 from PacerMonitor.com at no charge. Attorney for the Debtor: Sumner A. Bourne Rafool & Bourne, P.C. 411 Hamilton Blvd., Suite 1600 Peoria, Illinois 61602 Telephone: (309) 673-5535 Facsimile: (309) 673-5537 Email: notices@rafoolbourne.com About Allied Welding Founded in 1964, Allied Welding, Inc. -- https://www.alliedwelding.net/ -- provides assembly, packaging, precision CNC machining, welding, powder coating and plasma cutting services. It has a 78,000-square-foot manufacturing facility in Chillicothe, Ill. Allied Welding sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Ill. Case No. 19-81007) on July 17, 2019. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Thomas L. Perkins. The Debtor is represented by Rafool, Bourne & Shelby, P.C. The Office of the U.S. Trustee appointed creditors to serve on the official committee of unsecured creditors on Aug. 9, 2019. The committee is represented by Lewis Rice LLC. AMERANT BANCORP: Fitch Affirms BB+ LongTerm IDR, Outlook Negative ----------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default rating of Amerant Bancorp, Inc. at 'BB+' and maintained the Negative Rating Outlook. KEY RATING DRIVERS IDRs and Viability Ratings The affirmation reflects Fitch's view that AMTB maintains sufficient headroom at its current rating of 'BB+' such that expectations for deterioration in asset quality and profitability are in line with its current rating level. Additionally, the rating is supported by capital levels that are sufficient relative to its risk profile. In maintaining the Negative Rating Outlook, Fitch believes that AMTB will continue to face challenging headwinds, as evidenced by recent losses tied to deteriorating credit quality and weaker revenue amid ongoing economic disruption caused by the coronavirus pandemic, and these headwinds are unlikely to recede quickly, particularly as cases of coronavirus persist within the bank's Florida and Texas footprint. Fitch believes that AMTB entered the pandemic from a reasonably strong capital position with a common equity Tier 1 ratio of 12.13% and a total capital ratio of 14.34% as of 2Q20. Fitch views the additional $60 million raised by the company in its recent senior note offering as prudent, given the uncertain duration and impact of the pandemic. Incorporated into the Negative Rating Outlook is Fitch's view that commercial real estate will be particularly pressured by curtailed economic activity, and it notes that AMTB's commercial real estate concentration remains elevated at 319.7% of risk-based capital. Additionally, 42% of its loan portfolio is to sectors more vulnerable to the impact of the pandemic. Consequently, deteriorating credit quality and elevated loan loss provisioning, become more likely as the pandemic continues. Exacerbating these concerns is the recent increase in non-performing loans resulting from two large credits placed in nonaccrual status. One in particular, a commercial loan, was among the bank's largest credit exposures. While the cause of this borrower's distress is presently unclear, it appears that this nonaccrual was idiosyncratic in nature and not reflective of lax underwriting. Nonetheless, the uptick in nonperforming assets at this early stage raises the prospect of further credit quality deterioration and higher levels of loan loss provisioning, as loan forbearance periods expire and economic disruption continues. Fitch recognizes the strides made by AMTB to source a greater proportion of its deposits domestically, but notes that the bank remains reliant on higher-cost time deposits, which comprise nearly 44% of total deposits, contributing to a net interest margin of 2.44%, lower than community bank peers, and contributing to the bank's structurally weaker profitability. DERIVATION SUMMARY Long- and Short-Term Deposit Ratings AMTB's uninsured deposit ratings are rated one notch higher than its IDR because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. Holding Company AMTB has a bank holding company structure with the bank as the main subsidiary. The subsidiary is considered core to the parent holding company, supporting equalized ratings between the bank subsidiary and the BHC. IDRs and VRs are equalized with those of AMTB's operating company and bank, reflecting its role as the BHC, which is mandated in the U.S. to act as a source of strength for its bank subsidiaries. Support Rating and Support Rating Floor AMTB and Amerant Florida Bancorp Inc. have a Support Rating of '5' and Support Rating Floor of 'NF'. In Fitch's view, AMTB and AFB are not systemically important, and the probability of support is therefore unlikely. IDRs and VRs do not incorporate any support. RATING SENSITIVITIES IDRs and VRs Factors that could, individually or collectively, lead to a positive rating action/upgrade: Given the Negative Outlook, Fitch foresees limited possibility of a rating upgrade over the rating horizon given the uncertain duration of the current economic disruption. However, should economic conditions normalize and AMTB's financial performance show signs of returning to or above Fitch's expectations, positive rating action could be warranted. This would be predicated on the company maintaining a conservative risk appetite and achieving asset quality measures near those of higher rated peers during this expected period of stress, while also maintaining improved profitability. Factors that could, individually or collectively, lead to a negative rating action/downgrade: -- A more prolonged economic downturn related to the coronavirus than under Fitch's current global base case, or the re-emergence of infections requiring a reimposition of lockdown measures; -- A sustained decline in its CET1 ratio at or below 8.0% without a credible plan to rebuild it to a level approaching historical levels. While asset quality has remained benign, Fitch notes that AMTB's concentration in commercial real estate remains elevated at 319.7% of risk-based capital as of 2Q20, and has notable exposures to CRE segments that likely to be more severely impacted by the economic disruption of the pandemic, including retail, hotels and construction. Pressure on AMTB's rating could also emerge if the company's level of impaired loans to gross loans becomes more in line with Fitch's 'bb'-implied factor and is expected to remain above that threshold for an extended period of time. Incorporated in this action is Fitch's view that AMTB may incur additional provisions related to the aforementioned commercial credit, which could pressure full year profitability. For example, AMTB would incur a loss if profitability in 3Q20 and 4Q20 were to approximate the level of 1Q20. Ratings would be sensitive if Fitch believes a return to historical levels of profitability is outside of the rating horizon. AMTB has extensive experience servicing international customers and has demonstrated the ability to manage AML/BSA risks adequately, but these risks have increased, particularly in relation to Venezuela, as U.S. sanctions continue to tighten. Should AMTB fail to adequately monitor or screen for these risks, evidenced by regulatory action(s), a negative rating action could occur. Long- and Short-Term Deposit Ratings The long- and short-term deposit ratings for AMTB and its bank subsidiary are primarily sensitive to any change in the company's IDR. Should rating action be taken on the IDR, deposit ratings could be similarly affected. Holding Company Should AMTB begin to exhibit signs of weakness, demonstrate trouble accessing the capital markets, or have inadequate cash flow coverage to meet near-term obligations, Fitch could notch the holding company IDR and VR from the ratings of the operating companies. Support Rating and Support Rating Floor Since AMTB's Support and Support Rating Floor are '5' and 'NF', respectively, there is limited likelihood these ratings will change over the foreseeable future. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Financial Institutions and Covered Bond issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS The highest level of ESG credit relevance, if present, is a score of 3. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity(ies), either due to their nature or to the way in which they are being managed by the entity(ies). ARAMARK: S&P Cuts ICR to 'BB-' on Coronavirus-Related Demand Drop ----------------------------------------------------------------- S&P Global Ratings lowered all ratings on the U.S.-based Aramark, including its issuer credit rating to 'BB-' from 'BB', its senior secured debt rating to 'BB+' from 'BBB-', and its senior unsecured debt rating to 'B+' from 'BB-'. The recovery ratings are unchanged, including the '1' senior secured (90%-100% recovery; rounded estimate 95%) and '5' (10%-30% recovery; rounded estimate: 10%) senior unsecured ratings. S&P is removing all of its ratings from CreditWatch, where it placed them with negative implications on March 24, 2020. Sales will be down meaningfully in fiscal 2021 compared to pre-coronavirus levels, though Aramark has a flexible cost structure and strong liquidity to maintain the rating over the next year. S&P has lowered the ratings to incorporate its forecast that credit ratios will remain weak in 2021 (including adjusted leverage around 5.5x at fiscal 2021, compared to 7.5x-8.5x projected for fiscal 2020) and because of general industry uncertainty. S&P's base-case projection assumes trailing-12-month trough sales of about $11 billion by the second quarter (March 30) of fiscal 2021, an approximately 30% reduction from pre-coronavirus levels, followed by a rebound to $15 billion sales in fiscal 2022. This incorporates the assumption that coronavirus risk gradually dissipates and consumer behavior returns to more-traditional patterns. The large initial shock from shelter-at-home requirements--leading to a 50% sales decline in April--has abated somewhat, with July sales down 36%. Third quarter June 2020 organic sales fell 45%. The company's variable cost structure and strong liquidity should enable it to manage through a period of expected weak demand and ultimately gain share, including through increased outsourcing of presently self-managed facilities. Demand is uncertain and there could be a sustained shift in consumer behavior away from concession services, though this will not be clear over the near term At least the next few quarters will be difficult because of the uncertain trajectory of the virus and related impact on consumer behavior; an economic recovery will also likely be weak and uneven. Over 50% of Aramark's sales are sensitive to coronavirus/social distancing measures, including education (23%, the majority of which is higher education), sports and leisure (around 12%), and business and industry (B&I; 19%). S&P expects health care (9%), corrections (around 5%), facilities (16% including cleaning and maintenance), and uniforms (16%) to perform reasonably well, though facilities and uniforms are somewhat cyclical. Aramark indicates that more than half of its higher education clients are expecting students to return in person this fall, with about 10% planning to exclusively implement remote learning. The balance are considering a variety of hybrid approaches. A shortfall in on-premise educational attendance is a near-term risk factor, though Aramark should be able to manage through because of its strong liquidity and variable cost structure. With respect to B&I, Aramark indicates its portfolio represents about 20% white collar, 20% blue collar, and 60% hybrid. Given technology improvements, a portion of the portfolio (white collar, including those in the hybrid portion) could continue to work from home for an extended period. Sports and leisure (including professional, minor league, college, and entertainment venues) are likely to experience the slowest path to recovery, however the company cites favorable trends in its national parks businesses. Aramark will be able to improve credit ratios because it has a variable cost structure which should result in positive free operating cash flow (FOCF) in 2021 and sustained strong liquidity Aramark's cost structure is highly flexible given that the majority of expenses consists of variable items such as food/beverages and labor. This makes it relatively easy to lower costs in step with sales declines. Aramark has furloughed a sizable portion of its workforce to match lower sales levels. In addition, S&P believes the company has taken action to remove some salaried costs that are more fixed in nature. S&P assumes the company will effectively manage its workforce going forward, including recalling workers as needed and avoiding absenteeism to service clients." Aramark's strong liquidity (around $2.4 billion), manageable debt maturities, and relaxation of credit agreement covenants should provide it will sufficient flexibility to manage through 2021. Aramark was accurate with respect to its estimate that sales shortfalls would flow through to adjusted operating income at a 20% rate. The stable outlook reflects S&P's expectation for gradually improving comparable sales and profit performance over the next year--though meaningfully below pre-coronavirus levels--resulting in adjusted leverage of about 5.5x in fiscal 2021 with visibility to continued improvement in 2022. The stable outlook also reflects S&P's base-case forecast for positive cash flow generation and continued strong liquidity over the next year. "We could raise the rating over the next year if demand for Aramark's services strengthens materially and the cost structure proves highly variable and resilient, resulting in adjusted leverage sustained at or below 5x. This could occur if coronavirus risk dissipates and there are clear signs the economy is healing," S&P said. "We could lower the rating over the next year if demand for Aramark's services remains well below our base-case forecast, which could cause us to revise our view of the business risk or lead to adjusted leverage sustained above 6x." Potential catalysts could include a sustained change in consumer behavior that depresses demand for food away from home such as coronavirus-induced hesitancy, increased work-from-home employment policies, or a material reduction in higher education enrollment or onsite learning, substantial food cost volatility, or a sustained economic downturn," the rating agency said. ARMED BEAVERS: Gets Approval to Hire Bookkeeper, Accountant ----------------------------------------------------------- Armed Beavers, LLC received approval from the U.S. Bankruptcy Court for the District of Colorado to hire Nickie Stobbe of Profit Accounting Plus and Brian Jacobson of Haynie & Company as its bookkeeper and accountant, respectively. Ms. Stobbe charges an hourly fee of $65 while Mr. Jacobson and his staff charge $300 per hour and $130 per hour, respectively. Both disclosed in court filings that they are "disinterested persons" within the meaning of Section 101(14) of the Bankruptcy Code. Ms. Stobbe holds office at: Nickie Stobbe Profit Accounting Plus, LLC Loveland, CO 80537 Telephone: (970) 215-6337 Email: ns@970pap.com Mr. Jacobson holds office at: Brian Jacobson Hayne & Company 200 E 7th St., Suite 300 Loveland, CO 80537 Telephone: (970) 667-5316 Facsimile: (970) 667-2269 About Armed Beavers Armed Beavers, LLC is a Loveland, Colo.-based company that provides sporting and recreational goods and supplies. Armed Beavers sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 20-14963) on July 22, 2020. At the time of the filing, Debtor had estimated assets of between $100,001 and $500,000 and liabilities of between $500,001 and $1 million. Jorgensen, Brownell & Pepin P.C. is Debtor's legal counsel. ART OF DECORATION: Aug. 25 Disclosure Statement Hearing Set ----------------------------------------------------------- Judge Stacey L. Meisel has entered an order within which the hearing on the adequacy of the Disclosure Statement filed by Alla Kacha, attorney for Debtor Art of Decoration, Inc. shall be held on August 25, 2020 at 11:00 A.M. in Courtroom 3A, United States Bankruptcy Court, 50 Walnut Street, Newark, New Jersey 07102. A copy of the order dated July 14, 2020, is available at https://tinyurl.com/yykp2j58 from PacerMonitor at no charge. Art of Decoration, Inc., filed a voluntary Chapter 11 petition (Bankr. D.N.J. Case No. 18-21351) on June 4, 2018, and is represented by Alla Kachan, Esq. AYRO INC: Incurs $1.53 Million Net Loss in Second Quarter --------------------------------------------------------- Ayro, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q, disclosing a net loss of $1.53 million on $285,927 of revenue for the three months ended June 30, 2020, compared to a net loss of $1.81 million on $396,098 of revenue for the three months ended June 30, 2019. For the six months ended June 30, 2020, the Company reported a net loss of $3.33 million on $432,743 of revenue compared to a net loss of $3.07 million on $480,049 of revenue for the same period in 2019. As of June 30, 2020, the Company had $11.51 million in total assets, $2.96 million in total liabilities, and $8.54 million in total stockholders' equity. Rod Keller, chief executive officer of AYRO, Inc., commented, "Demand for electric vehicles, globally, is accelerating, and we are in an excellent position to benefit as a niche player for our commercial fleet solutions. In the second quarter we continued to work diligently to strengthen the balance sheet, develop new and expand current channels to market, and pursue additional strategic partnerships to further build the AYRO brand to position us for long-term, sustainable growth." "Our second quarter financial results, starting with sales, were of course impacted by COVID-19, as both corporate and higher education institutions were re-evaluating their 2020 strategic plans with respect to their respective demand and capital spending needs. However, our facilities are now all up and running, we are maintaining compliance with health and safety codes and best practices, and our supply chain is once again in the position to support our sales and marketing efforts. We are seeing re-openings in certain key markets as we head to the back half of 2020." "Our top priorities for the remainder of this year, beyond maintaining the safety standards for our employees, partners, customers, and all stakeholders, are to keep our sales funnel growing through continued penetration of the Club Car dealer network here in North America and abroad for the 411, and the development of other new products including the 311. We are aiming to penetrate captive markets where we can establish a leadership position as a provider of great, innovative electric vehicles and services that provide sustainable economic, green, and other unique benefits for our customers. The large initial order from Gallery and our plant expansion bode well for the remainder of 2020 and beyond for AYRO." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1086745/000149315220015968/form10-q.htm About AYRO Texas-based AYRO, Inc., f/k/a DropCar, Inc. -- http://www.ayro.com/ -- designs and delivers compact, emissions-free electric fleet solutions for use within urban and short-haul markets. Capable of accommodating a broad range of commercial requirements, AYRO's vehicles are the emerging leaders of safe, affordable, efficient and sustainable logistical transportation. AYRO was founded in 2017 by entrepreneurs, investors, and executives with a passion to create sustainable urban electric vehicle solutions for Campus Management, Last Mile & Urban Delivery and Closed Campus Transport. Dropcar reported a net loss of $4.90 million for the year ended Dec. 31, 2019, compared to a net loss of $18.75 million for the year ended Dec. 31, 2018. As of March 31, 2020, the Company had $4.31 million in total assets, $2.47 million in total liabilities, and $1.84 million in total stockholders' equity. Friedman LLP, in East Hanover, New Jersey, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 30, 2020, citing that the Company has recurring losses and negative cash flows from operations. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. BANESCO USA: Fitch Affirms BB- LongTerm IDR, Outlook Negative ------------------------------------------------------------- Fitch Ratings has affirmed the Banesco USA's Long-Term Issuer Default Rating at 'BB-', and has removed the Negative Rating Watch assigned on April 10, 2020. In addition, Fitch has assigned BNSC a Negative Rating Outlook. Fitch revised its rating and sector outlook for U.S. banks to Negative from Stable on March 18, 2020. The revision of the U.S. sector outlook reflected the significant operating environment challenges and economic disruption stemming from the coronavirus pandemic. KEY RATING DRIVERS IDRs and Viability Ratings The affirmation of the current ratings and removal of the Negative Rating Watch signals that Fitch believes that downside risk related to the coronavirus remains elevated. However, Fitch does not foresee these negative pressures as heightened in the immediate future, as would be indicative of a Negative Watch. The Negative Rating Outlook reflects Fitch's view that risks to the downside remain elevated, as does the possibility of negative rating action over the rating horizon. Also contributing to today's rating action, is Fitch's view that BNSC has so far managed these risks reasonably well, positioning the bank to be less sensitive to changes in interest rates earlier in the year. In addition, the bank has proactively managed credit risks with heightened credit monitoring, and has lowered exposures as warranted. Fitch views BNSC's successful integration of Brickell bank positively. The integration was completed in 2H19. Fitch notes that BNSC completed the integration on the projected timeline, with little evidence of distraction or disruption to normal business operations. The acquisition was the first for the bank in a number of years and supports Fitch's view of management's ability to execute. Fitch also notes that capital levels returned to prior levels shortly after its completion, addressing a ratings sensitivity previously highlighted by the agency, concerning the restoring of capital to pre-acquisition levels. Fitch believes the bank is managed by a capable team of executives. Fitch also notes the departure of former CEO, Jorge Salas, who led much of the positive transformation of the bank in recent years, and instilled a strong risk culture that Fitch viewed as supportive of BNSC's rating. Fitch views new CEO, Mario Oliva, who brings considerable experience in both in the U.S. and Latin America in the risk arena, as a logical successor. A continued focus on risk management and investment in risk infrastructure would be seen as evidence of the bank's continued commitment to a robust risk culture, according to Fitch. Consistent with this risk culture, Fitch views BNSC's ability to attract foreign correspondent banking relationships as evidence of a competitive advantage created by its BSA/AML program. While this segment gives Banesco USA greater revenue diversity with a growing stream of fee income, Fitch continues to recognize that there are risks inherent to this business outside of what is typical for a community bank. With nonperforming loans to total loan equaling 0.79% and net charge-offs of 0.03% as of 2Q20, credit quality remains benign. However, as economic disruption due to the coronavirus pandemic continues and loan deferral periods end, Fitch expects that some deterioration in asset quality will occur, particularly in light of BNSC's elevated exposure to commercial real estate in South Florida. DERIVATION SUMMARY Long- and Short-Term Deposit Ratings BNSC's uninsured deposit ratings are rated one notch higher than its IDR because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. Support Rating and Support Rating Floor BNSC has a Support Rating of '5' and Support Rating Floor of 'NF'. In Fitch's view, BNSC is not systemically important, and the probability of support is therefore unlikely. IDRs and VRs do not incorporate any support. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: Given the Negative Outlook, Fitch foresees limited possibility of a rating upgrade over the rating horizon, given the uncertain duration of the current economic disruption. However, should economic conditions normalize and BNSC's financial performance shows signs of returning to or above Fitch's expectations, positive rating action could be warranted. This would depend on the company maintaining a conservative risk appetite and achieving asset quality measures near those of higher rated peers during this expected period of stress, while also maintaining profitability commensurate with higher rated peers. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- A more prolonged coronavirus-related economic downturn than under Fitch's current global base case, or the re-emergence of infections requiring a re-imposition of lockdown measures. -- A sustained decline in its common equity Tier 1 ratio at or below 8.0% without a credible plan to rebuild it to a level approaching historical levels. While asset quality has remained benign, Fitch notes that BNSC's concentration in commercial real estate remains elevated at 320.6% of risk-based capital as of 2Q20, and has notable exposures to CRE segments that likely to be more severely impacted by the economic disruption of the pandemic, including hotels, retail and construction. Should prolonged economic disruption cause the company's level of impaired loans to gross loans to become more in line with its 'bb-' implied factor and is expected to remain at that level for an extended time, pressure on BNSC's rating could emerge. Fitch notes positively that BNSC has remained profitable through the early stages of the pandemic. However, Fitch also notes that profitability has been supported by elevated levels of nonrecurring items, such as realized gains on securities. Should core revenue prove insufficient to maintain profitability, or should loan loss provisions rise to levels such that the company's implied Earnings and Profitability score become more in line with Fitch's 'bb-' implied factor, negative rating action could occur. As highlighted in the Key Ratings Drivers, Fitch believes BNSC has extensive experience servicing international customers and has demonstrated the ability to manage AML/BSA risks adequately. Fitch also notes that these risks have increased, particularly in relation to Venezuela, as U.S. sanctions continue to tighten. Should BNSC fail to adequately monitor or screen for these risks, evidenced by regulatory action(s), negative rating action could occur. Long- and Short-Term Deposit Ratings BNSC's long- and short-term deposit ratings are primarily sensitive to any change in the company's IDR. Should rating action be taken on the IDR, deposit ratings could be similarly affected. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Financial Institutions and Covered Bond issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS The highest level of ESG credit relevance, if present, is a score of 3. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity(ies), either due to their nature or to the way in which they are being managed by the entity(ies). BARRE N9NE: Wants Until Oct. 30 to File Plan & Disclosures ---------------------------------------------------------- Barre N9ne Studio LLC requests additional time in which to file a Combined Second Amended Disclosure Statement and Plan of Reorganization for Small Business Debtor for a period up to and including Oct. 30, 2020 and to extend the time for achieving confirmation of the Plan from to Dec. 14, 2020. The Debtor filed its petition under Chapter 11 of Title 11 of the United States Code on Sept. 24, 2019, and since such date has continued in possession of its property and operation of its business as Debtor-In-Possession pursuant to 11 U.S.C. Sec. 1107 and 1108 of the Bankruptcy Code since the Petition Date. The hearing on confirmation of the Plan was held on March 17, 2020 and for reasons set forth on the record due to the covid-19 closures and the uncertainty about future operations, confirmation was continued pending a review of historical operations while operating under the covid-19 closures. The Debtor requests additional time to file its Plan so as to be able to assess operations once the locations are reopened to assure performance and feasibility, up to and including Oct. 30, 2020 and time to obtain confirmation up to and including Dec. 14, 2020. Attorney for the Debtor: Nina M. Parker Marques C. Lipton Parker & Lipton Parker & Associates LLC 10 Converse Place, Suite 201 Winchester, MA 01890 Tel: (781) 729-0005 E-mail: nparker@parkerlipton.com About Barre N9ne Studio Barre N9ne Studio LLC operates 4 barre and fitness studios, teaching fitness classes in a group setting as well as offers one on one personal training. As of the bankruptcy filing, it had locations in Danvers, Woburn, Somerville and Andover, Massachusetts. The company's office is located at 9 Page Street, Danvers, Massachusetts. Barre N9ne Studio filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 19-13241) on Sept. 24, 2019, estimating less than $1 million in both assets and liabilities. Nina M. Parker, at Parker & Lipton, is the Debtor's counsel. BAY CLUB OF NAPLES: Enters Chapter 11 to Fend Off Landlords ----------------------------------------------------------- Laura Layden, writing for Naples Daily News, reports that the two companies behind the Bay Club development in Crayton Cove, the Bay Club of Naples LLC and the Bay Club of Naples II LLC, have filed for bankruptcy protection, seeing it as a way to "capture the value of the property" and move the long-awaited condo-retail project forward. It's the third time the sister companies -— tied to Naples developer Harry Zea -- have been entangled in a bankruptcy. The other cases ended in dismissal. The new Chapter 11 bankruptcy petitions, filed in federal court in Fort Myers on June 29, are designed to stop a foreclosure on the property by the New York-based lender Acres Capital. The filings will provide a path for the project's management to "capture the value of the property," secure new financing, repay creditors and complete construction, said Scott Underwood, the Tampa-based attorney representing The Bay Club of Naples LLC and The Bay Club of Naples II LLC in the dual bankruptcy cases. Acres Capital isn't happy about the legal maneuvering, which took it by surprise. The lenders have moved to dismiss the cases, saying the debtors had no authority to file them in the first place — and that they did so in "bad faith." "Acres is confident that the bankruptcy court, reviewing the entire record, will reach the right result," said the lender's Tampa-based attorney Alice Huneycutt in an email. The Bay Club project has been delayed by myriad legal and financial problems — and regulatory run-ins and snags with the city. Work has continued at the site necessary for the protection and maintenance of the property and permits," Huneycutt said. The latest plans for the proposed luxury development — next to the Cove Inn off Broad Avenue — call for 8 residences in two buildings on 5 acres. All condo units would now span more than 4,000 square feet. A recent assessment by outside experts confirmed the value of the land and its planned condos "greatly exceeds construction and other development costs," Underwood said in a statement. An apology For years, Zea has blamed city officials and others for holding up his multiple projects, and they've pointed their fingers back at him. "I have learned throughout the years that it is more important to complete a project than to assign blame for delays," he said. "We apologize to our neighbors for this taking so long. We only hope that when we are completed, everyone will see the value of this amazing project." The unfinished development has drawn the ire of city leaders and residents, especially its closest neighbors who've lived through the stops and starts. Acres Capital loaned $28.5 million for the Bay Club project to Zea and his affiliates in the summer of 2016. In November 2018, the lenders filed to foreclose on the property, claiming the developer and his companies defaulted on the loan and violated the terms of the loan agreement in multiple ways. The dueling sides struck a settlement in May 2019, halting the foreclosure action before a final judgment. In January, Acres Capital renewed its attempts to foreclose on the property, accusing Zea of defaulting on the settlement. In the settlement agreement Acres Capital agreed to loan more money for the project's completion with the understanding that a receiver would take over all aspects of the building and development process until either a court order let him out of those duties — or the opposing sides agreed to do something different. In court filings, Acres Capital claims Zea violated the agreement by continuing his involvement with the project and interfering with the receiver's exclusive authority to oversee and direct it. In April the court sided with the lenders, approving a final foreclosure judgment, now valued at more than $30 million including interest. Collier Circuit Judge Elizabeth Krier denied Zea's request for a rehearing, upholding her judgment in June. Zea and his affiliates have since filed an appeal, seeking to unwind the judge's approval of both the judgment and the settlement agreement. The legal challenge is still pending in the Second District Court of Appeal. In court documents Zea argues that Acres Capital is the one that violated the settlement agreement by hindering and obstructing the Bay Club companies' "ability to perform" the promises they made to the other side. A surprise move On June 29, Acres Capital received a series of unexpected pleadings from the receiver, the receiver's attorney and Zea in the foreclosure case. That's when it learned the receiver had stepped aside voluntarily, Zea had regained control of the Bay Club companies and they'd filed for bankruptcy protection. In their motion to dismiss the bankruptcy cases the lenders argue the petitions were "improperly filed solely as an effort to frustrate Acres' foreclosure of the property." Rather than cede control to Zea, Acres Capital wants to replace the former receiver with a "competent fiduciary or one appointed by the state court." The lenders have already found another receiver. They've asked for an emergency hearing in the foreclosure case, saying he should be appointed as quickly as possible due to the former receiver's "reckless abandonment" of his duties and responsibilities. With the hardships created by the coronavirus pandemic, there's a freeze on evictions and foreclosures in Florida that won't expire until Aug. 1. The ban has kept the Bay Club property from hitting the auction block, with a sale date yet to be scheduled. While the north building is about 65% complete, the south building must still be built from a blank slate. On the north building, "progress continues to be made" and completion will be treated as a priority in the bankruptcy reorganization plan, Underwood said. Last year, the city determined Zea took his renovation of the south building too far, eventually leading to condemnation, then an order for the partly demolished commercial building to come down completely. The building sat idle for nearly a year with rubble all around it and became a neighborhood eyesore, earning the nickname — Fallujah — referring to the war-torn city in Iraq. Zea insisted he only did the work the city approved, but he lost the argument, leaving him unable to continue with the renovation. The project's former receiver arranged the tear-down of the building after the city agreed to Zea's conditions. The conditions? Demolition wouldn't take away the developer's rights to build above the city's height limit or wipe out the parking exceptions the city granted for the project. Moving forward, Underwood said he doesn't anticipate any more zoning, permitting or building problems to arise with the city. "The building that had to be torn down, already has been," he said. About The Bay Club of Naples The Bay Club of Naples II LLC is a Florida limited liability company based in Naples engaged in the business of real estate development. The Bay Club of Naples, LLC, based in Naples, FL, and its affiliate the Bay Club of Naples II LLC sought Chapter 11 protection (Bankr. M.D. Fla. Lead Case No. 20-05008) on June 29, 2020. In the petition signed by Harry M. Zea, manager, Bay Club of Naples was estimated to have $10 million to $50 million in both assets and liabilities. UNDERWOOD MURRAY, P.A., serves as bankruptcy counsel to the Debtors. GENOVESE JOBLOVE & BATTISTA, P.A., is the special litigation counsel. BELENJE & CHETIA: Files for Chapter 7 Bankruptcy ------------------------------------------------- The San Jose Business Journal reports that Belenje & Chetia LLC filed for voluntary Chapter 7 bankruptcy protection June 29, 2020, in the Northern District of California. The debtor listed an address of Westgate Center 1600 Saratoga Ave. #423A, San Jose, and is represented in court by attorney James S.K. Shulman. Belenje & Chetia LLC listed assets up to $58,261 and debts up to $175,887. The filing's largest creditor was listed as Westgate Mall LLC with an outstanding claim of $80,415. BGS WORKS: Seeks to Hire Resnik Hayes as Counsel ------------------------------------------------ BGS Works, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Resnik Hayes Moradi LLP, as counsel to the Debtor. BGS Works requires Resnik Hayes to: a. provide advice and assistance regarding compliance with the requirements of the United States Trustee ("UST"); b. advice regarding matters of bankruptcy law, including the rights and remedies of the Debtor in regard to its assets and with respect to the claims of creditors; c. advice regarding cash collateral matters; d. conduct examinations of witnesses, claimants or adverse parties and to prepare and assist in the preparation of reports, accounts and pleadings; e. advice concerning the requirements of the Bankruptcy Code and applicable rules; f. assist with the negotiation, formulation, confirmation and implementation of a Chapter 11 plan of reorganization; and g. make any appearances in the Bankruptcy Court on behalf of the Debtor; and to take such other action and to perform such other services as the Debtor may require. Resnik Hayes will be paid based upon its normal and usual hourly billing rates. Resnik Hayes will be paid a retainer in the amount of $11,717. Resnik Hayes will also be reimbursed for reasonable out-of-pocket expenses incurred. Roksana D. Moradi-Brovia, partner of Resnik Hayes Moradi LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Resnik Hayes can be reached at: Roksana D. Moradi-Brovia, Esq. Matthew D. Resnik, Esq. RESNIK HAYES MORADI LLP 17609 Ventura Blvd., Suite 314 Encino, CA 91316 Telephone: (818) 285-0100 Facsimile: (818) 855-7013 E-mail: roksana@RHMFirm.com matt@RHMFirm.com About BGS Works BGS Works, Inc., based in Woodland Hills, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-11237) on July 15, 2020. The petition was signed by Joseph Sternlib, owner. In its petition, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Victoria S. Kaufman presides over the case. RESNIK HAYES MORADI, LLP, serves as bankruptcy counsel to the Debtor. BHAKTEL LLC: Unsecured Creditors to Have 100% Recovery in 5 Years ----------------------------------------------------------------- Bhaktel, LLC, filed with the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, a Disclosure Statement describing Plan dated July 16, 2020. Class 2 contains the claims of all non-insider unsecured creditors whose claims are not personally guaranteed by Jatin Bhakta, Priya Bhakta and Paresh Bhakta. General unsecured creditors classified in Class 2 will receive a distribution of 100% of their allowed claims. Class 2 general unsecured creditors will receive principal reduction payments equal to 5% of their claims annually. The Class 2 claimants shall be paid in an amount equal to 2.5% of each of their claims commencing on the sixth month following the effective date of the plan with successive principal reduction payments equal to 2.5% of their claims each six-month period thereafter through the end of the 60th month following the effective date. The Debtor's principals, Jatin Bhakta, Paresh Bhakta and Pryia Bhakta will retain their interests in the Debtor as its shareholders. Cash flow from operations as well as new value contributions from Milestone are projected to be sufficient to make all payments under the plan. In the event additional funds are needed to make payments under the plan, Jatin Bhakta will be available to make new value contributions to the debtor. Historically Jatin Bhakta has made equity contributions to the debtor. A full-text copy of the Disclosure Statement dated July 16, 2020, is available at https://tinyurl.com/y2dumx85 from PacerMonitor at no charge. The Debtor is represented by: Heidi McLeod 3355 Cherry Ridge, Suite 214 San Antonio, TX 78230 Tel: (210) 853-0092 E-mail: heidimcleodlaw@gmail.com About Bhaktel LLC Bhaktel, LLC, is a privately held company in the hotel and motel business. It is the fee simple owner of a property located at 1101 Country Club Dr., in Kirksville, Mo. The property has a current value of $2.5 million. Bhaktel sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 19-52862) on Dec. 2, 2019. At the time of the filing, the Debtor disclosed $2,600,200 in assets and $2,023,616 in liabilities. Judge Craig A. Gargotta oversees the case. Heidi McLeod Law Office is the Debtor's legal counsel. BI-LO LLC: S&P Raises ICR to 'B'; Outlook Stable ------------------------------------------------ S&P Global Ratings raised its issuer credit rating on BI-LO LLC (the borrower under Southeastern Grocers, a U.S.-based supermarket chain) to 'B' from 'B-'. At the same time, S&P raised its rating on the company's term loan to 'B+' from 'B'. The '2' recovery rating on the term loan remains unchanged, indicating S&P's expectation for substantial (70%-90%; rounded estimate: 75%) recovery in the event of a payment default or bankruptcy. Increasing store-level profitability and debt reduction have improved overall business prospects. The upgrade reflects Southeastern Grocers' improving performance over the past several quarters as management has executed its turnaround strategy, renewing its fleet and shutting underperforming stores. With a surge in sales amid the coronavirus pandemic, the company has generated significant positive cash flow, which it has used (along with proceeds from the sale of its BI-LO pharmacy business) to reduce funded debt by over $400 million. In addition, the company plans to divest the BI-LO banner, which S&P believes should improve operating efficiency with adjusted EBITDA margin consistently above 5%. However, despite recent improvements, the company continues to lag behind national peers in store productivity metrics. The sharp improvement to sales, profitability, and cash flow stemming from the coronavirus pandemic in the latest quarter is potentially temporary, in S&P's view. Southeastern Grocers, like many essential retailers, has experienced strong positive results amid the COVID-19 pandemic. The company reported comparable sales growth of 21% in the second quarter of fiscal 2020, with EBITDA margins improving over 300 basis points (bps) despite additional pandemic-related PPE and cleaning costs. "We believe the improvement in profitability is mostly driven by fixed-cost leverage on higher sales as well as some benefit from increased penetration of private-label sales as availability of national brands has been sparse at times. As the effects from the coronavirus pandemic wane, we anticipate a partial return to food away from home, driving lower comparable sales and profit in 2021 compared to 2020, albeit still higher than 2019 levels," S&P said. The pandemic's economic impact has also resulted in a sharp increase in unemployment, which could lead to volatile operating results in the next 12 months should government-assistance programs be depleted. The company's initiatives to renew its fleet and close underperforming stores have been successful thus far, yet competitive threats remain. BI-LO has reduced its footprint from over 700 stores in 2017 to about 545 stores and expects to have over half of its remaining fleet renewed by the end of this fiscal year. Its customer engagement efforts, including its new mobile app, loyalty program, and mystery bonus points offerings have improved customer retention. The company has also instituted differentiated offerings at its stores to tailor its promotions and products to regional demand. As a result of these initiatives, while overall revenues have steadily declined, store-level productivity has improved with sales per square foot rising to about $325 as of fiscal 2019, from $303 in fiscal 2017. S&P expects continued improvement in store productivity from 2019 levels even after the positive effects of the pandemic subside, yet the rating agency expects productivity metrics to continue to lag industry peers. It forecasts S&P Global Ratings-adjusted EBITDA margins in the high-5% area over the next 12 months, from 4.9% in 2018 and 5.2% in 2019. Based on the progress observed from its store renewal initiative, the rating agency is removing its negative comparable ratings analysis adjustment. Despite a significant reduction in scale, Southeastern Grocers' exit of the BI-LO banner should be accretive to profit margins and overall efficiency. The company has announced its plans to divest the BI-LO banner. A purchase agreement with Ahold Delhaize (Food Lion) is in place for 62 units along with a distribution center in South Carolina. The company expects to close the transaction in the first quarter of 2021 and hopes to transfer ownership of the remaining 62 BI-LO stores to other grocery retailers. If Southeastern Grocers is unable to find suitable parties to take over the 62 stores, S&P expects it will decommission those stores and continue to pay the associated leases. The company has already sold the related pharmacy business to CVS and Walgreens. With the exit of the BI-LO banner, the company is shrinking its footprint by about 125 stores and exiting North Carolina and South Carolina, which S&P believes represent its most competitive and least profitable markets. As a result, S&P expects a 50-100 bps improvement to profitability in 2021 as compared to 2019. "Pro forma for the BI-LO banner divestiture, the company will be significantly more concentrated in Florida and with a smaller total store base of about 420 stores. This may create heightened earnings volatility, in our view," S&P said. While it is exiting its most competitive market, it will continue to be subject to significant pressures from formidable national and regional peers in its concentrated Florida market, which is subject to new competitive openings. Established grocery operators in this market include Publix, Walmart, and Aldi, which all have significant resources to quickly capitalize on changing consumer preferences, in our view," the rating agency said. S&P anticipates an increasingly challenging competitive environment as new and existing peers seek to build a stronger presence in the Southeast. Recent debt reduction should drive lower leverage despite the smaller EBITDA base. The company has used excess cash flow and proceeds from the sale of its BI-LO pharmacy business to repay over $400 million of debt this year, cutting its overall funded debt by about half. The debt repayment includes the entire balance on its first-in, last-out (FILO) loan and a significant reduction of its outstanding asset-based loan (ABL) balance. While the debt reduction will result in improving credit metrics in 2020, a smaller EBITDA base in 2021 following the BI-LO divestiture will offset much of this. "We anticipate adjusted leverage to drop to about 3x in 2020 from 4.4x in 2019, and subsequently increase to about 4x in 2021. Our forecast reflects a more productive store base following the BI-LO exit, as well as a highly favorable operating environment with the recent consumer shift toward more food at home. We believe during a period of stress brought on by changing consumer preferences or increasing competition, credit ratios could rapidly deteriorate," S&P said. "The stable outlook reflects our view that the divestiture of the BI-LO banner and continued Winn-Dixie store renewal initiative should improve store productivity, while it continues to lag far behind industry peers," the rating agency said. S&P could raise its rating on Southeastern Grocers if: -- S&P believes profitability will be sustained at least in the high-5% area with the Winn Dixie store renewal efforts resulting in improving store level productivity and competitive standing; -- The company is able to maintain adjusted debt-to-EBITDA below 4x on a sustained basis; and -- It completes the divestiture of the entire BI-LO banner according to plan, including relinquishing lease commitments. S&P could lower its rating on Southeastern Grocers if: -- S&P expects leverage to increase above 5x; -- No significant benefit from store renewal initiative is recognized and EBITDA margin deteriorates to the low-5% area; or -- S&P anticipates significant volatility as a result of its concentrated store base and increasing competitive threats. BIG KAT DADDYS: Unsecureds Will be Paid in Full Over 60 Months -------------------------------------------------------------- Big Kat Daddys, LLC, submitted a Third Amended Plan of Reorganization and Disclosure Statement. The Debtor believes the business brings in sufficient income (when allowed to be open) to which all creditors can be paid in full. Class #6 Unsecured Claims are impaired. The allowed claims of these creditors will be paid in full their pro rata share over 60 months beginning the 1st day of the first month following 30th day after the effective date of the plan at 0% interest. The monthly payment will be $1,379 for a total amount of $82,669. The Debtors' primary sources of income is through sale of Alcoholic beverages and Food. A full-text copy of the Third Amended Plan of Reorganization and Disclosure Statement dated July 15, 2020, is available at https://tinyurl.com/y2xcgzfh from PacerMonitor.com at no charge. Attorney for the Debtor: Nima Taherian Law Office of Nima Taherian 701 N. Post Oak Rd, Ste 216 Houston, TX 77024 Tel: 713-540-3830 Fax: 713-862-6405 E-mail: nima@ntaherian.com About Big Kat Daddys Big Kat Daddys, LLC, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-30274) on Jan. 16, 2020, listing under $1 million in both assets and liabilities. Judge Jeffrey P. Norman oversees the case. The Law Office of Nima Taherian is the Debtor's legal counsel. BLESSED HOLDINGS: US Trustee Objects to Disclosures and Plan ------------------------------------------------------------ The United States Trustee for Region 21 filed an objection to approval of Blessed Holdings Trust Corp.'s Disclosure Statement and confirmation of the Debtor's Plan. The U.S. Trustee requests dismissal or conversion of the case. The UST asserts that the Debtor's Disclosure Statement does not contain adequate information and includes improper provisions. The UST complains that the Disclosure Statement does not provide adequate information regarding the means of implementing the plan and the source of payments. The UST points out that the confirmation of the liquidation plan cannot discharge a liquidating debtor. According to the UST, the plan does not provide for a meaningful payment to creditors and the projected income for the post confirmation period will be zero. The UST asserts that the Debtor's Plan cannot include certain third-party releases. UST complains that the Disclosure Statement and Plan provide a discharge and broad injunction against general unsecured creditors, in favor of the Debtor's Insider, George Canciobello, specifically with regard to debt that Canciobello personally guaranteed. The UST points out that even if third party releases are permissible in a liquidation Plan, the Debtor has not proven the requisite cause for inclusion of the releases. According to the UST, the Plan does not provide a mechanism to pay those claimants who choose not to settle to recover in full and does not provide an opportunity for creditors to opt out of the releases. About Blessed Holdings Trust Corp. Blessed Holdings Trust Corp. is a corporation based in Hialeah, Florida. It is a small business debtor as defined in 11 U.S.C. Section 101(51D). Blessed Holdings Trust sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-25403) on Dec. 11, 2018. At the time of the filing, the Debtor was estimated to have assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case has been assigned to Judge Jay A. Cristol. The Debtor tapped the Law Offices of Richard R. Robles, P.A., as its legal counsel. BLUESTEM BRANDS: Aug. 21 Plan & Disclosure Hearing Set ------------------------------------------------------ Bluestem Brands, Inc., and affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a motion for entry of an order approving the adequacy of the Disclosure Statement on an interim basis, and scheduling a Combined Disclosure Statement approval and Plan Confirmation Hearing. On July 16, 2020, Judge Mary F. Walrath granted the motion and ordered that: * The Disclosure Statement is approved on an interim basis as providing Holders of Claims entitled to vote on the Plan with adequate information to make an informed decision as to whether to vote to accept or reject the. * The Disclosure Statement provides Holders of Claims or Interests, and other parties in interest with sufficient notice of the injunction, exculpation, and release provisions. * Aug. 14, 2020, at 4:00 p.m. is fixed as the last day to file any objection to disclosure statement and confirmation of plan. * Aug. 21, 2020, at 10:30 a.m. is the combined hearing to consider adequacy of the disclosure statement and confirmation of the plan. A copy of the order dated July 16, 2020, is available at https://tinyurl.com/y3jheuja from PacerMonitor.com at no charge. About Bluestem Brands Bluestem Brands, Inc. and its affiliates are a direct-to-consumer retailer that offers fashion, home, and entertainment merchandise through internet, direct mail, and telephonic channels under the Orchard and Northstar brand portfolios. Headquartered in Eden Prairie, Minnesota, the Debtors employ approximately 2,200 individuals and own and/or lease warehouses, distribution centers, and call centers in 10 other states, including New Jersey, Massachusetts, Georgia, and California. The Debtors' supply chain consists of name-brand vendors -- e.g., Michael Kors, Samsung, Keurig, Dyson -- as well as private label and non-branded sources based in the United States and abroad. For more information, visit https://www.bluestem.com/ Bluestem Brands, Inc., based in Eden Prairie, MN, and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10566) on March 9, 2020. In its petition, Bluestem Brands was estimated to have $500 million to $1 billion in both assets and liabilities. The petition was signed by Neil P. Ayotte, executive vice president, general counsel and secretary. The Hon. Mary F. Walrath oversees the case. The Debtors tapped YOUNG CONAWAY STARGATT & TAYLOR, LLP, and KIRKLAND & ELLIS LLP, KIRKLAND & ELLIS INTERNATIONAL LLP as counsels; FTI CONSULTING, INC., as financial advisor; RAYMOND JAMES & ASSOCIATES, INC., as investment banker; IMPERIAL CAPITAL LLC, as restructuring advisor; and PRIME CLERK LLC as claims and noticing agent. BLUESTEM BRANDS: Disclosure Statement Approved ---------------------------------------------- Law360 reports that retailer Bluestem Brands Inc. received a Delaware bankruptcy judge's approval on July 15, 2020, for documents describing its proposed Chapter 11 plan, but the judge ruled that the plan's exculpation provisions were too broad and should be amended. During a hearing conducted via phone and videoconferencing, U.S. Bankruptcy Judge Mary F. Walrath said the proposed plan would extend a release of liability to parties who worked on the Chapter 11 case but don't have a fiduciary obligation to the debtor, ruling that the exculpation provisions were inconsistent with the bankruptcy code and existing precedent. The issue was raised by the Office of the U.S. Trustee. About Bluestem Brands Bluestem Brands, Inc. and its affiliates -- https://www.bluestem.com/ -- are a direct-to-consumer retailer that offers fashion, home, and entertainment merchandise through internet, direct mail, and telephonic channels under the Orchard and Northstar brand portfolios. Headquartered in Eden Prairie, Minnesota, Bluestem employs 2,200 individuals and owns and/or lease warehouses, distribution centers, and call centers in 10 other states, including New Jersey, Massachusetts, Georgia, and California. The company's supply chain consists of name-brand vendors -- e.g., Michael Kors, Samsung, Keurig, Dyson -- as well as private label and non-branded sources based in the United States and abroad. Bluestem Brands, Inc., based in Eden Prairie, MN, and its debtor-affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10566) on March 9, 2020. In its petition, Bluestem Brands was estimated to have $500 million to $1 billion in both assets and liabilities. The petition was signed by Neil P. Ayotte, executive vice president, general counsel and secretary. The Hon. Mary F. Walrath oversees the case. The Debtors tapped YOUNG CONAWAY STARGATT & TAYLOR, LLP, and KIRKLAND & ELLIS LLP, KIRKLAND & ELLIS INTERNATIONAL LLP as counsel; FTI CONSULTING, INC., as financial advisor; RAYMOND JAMES & ASSOCIATES, INC., as investment banker; IMPERIAL CAPITAL LLC, as restructuring advisor; and PRIME CLERK LLC as claims and noticing agent. BLUESTEM BRANDS: Unsec. Creditors to Get At Least $1M in Plan ------------------------------------------------------------- Bluestem Brands, Inc. and its debtor affiliates, submitted a First Amended Disclosure Statement to fine-tune the previous iteration of the Disclosure Statement. The Disclosure Statement provides that Class 5 consists of all General Unsecured Claims. Each holder of an Allowed General Unsecured Claim will receive its pro rata share of the General Unsecured Claims Recovery; and if such Holder votes to accept the Plan, such Holder will be deemed a Released Party for all purposes hereunder. "General Unsecured Claims Recovery" means (a) the General Unsecured Claims Settlement Payment plus (b) surplus cash (if any) from the Administrative and Priority Claims Backstop Amount plus (c) Cash in an amount (if any) by which the Committee Professional Fee Claims Amount exceeds the Allowed Professional Fee Claims of the Committee Professionals minus (d) the amount (if any) of Allowed Professional Fee Claims of Committee Professionals in excess of the Committee Professional Fee Claims Amount; provided, however, that if the Administrative and Priority Claims Backstop Amount, together with the assumed liabilities and other funding obligations under the Stalking Horse APA, is insufficient to fund all Allowed Administrative and Priority Claims in full in Cash as contemplated herein, the General Unsecured Claims Recovery shall first be allocated in an amount necessary to fund such Allowed Administrative and Priority Claims. "General Unsecured Claims Settlement Payment" means cash in the amount of $1,000,000. Without in any way limiting the releases and exculpation of Articles VIII.E, F, and G of the Plan, to the fullest extent permitted by Section 1125(e) of the Bankruptcy Code, each of the 1125(e) Parties is entitled to all of the protections and benefits afforded by Section 1125(e) in connection with the party’s solicitation and participation in relation to the Plan. A black-lined copy of the First Amended Disclosure Statement dated July 15, 2020, is available at https://tinyurl.com/y5q5budm from PacerMonitor.com at no charge. Co-Counsel to the Debtors: Edward O. Sassower, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 - and - Patrick J. Nash, P.C. W. Benjamin Winger KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 M. Blake Cleary Jaime Luton Chapman Joseph M. Mulvihill YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-660 Facsimile: (302) 652-4400 Email: mbcleary@ycst.com jchapman@ycst.com jmulvihill@ycst.com bfeldman@ycst.com About Bluestem Brands Bluestem Brands, Inc. and its affiliates are a direct-to-consumer retailer that offers fashion, home, and entertainment merchandise through internet, direct mail, and telephonic channels under the Orchard and Northstar brand portfolios. Headquartered in Eden Prairie, Minnesota, the Debtors employ approximately 2,200 individuals and own and/or lease warehouses, distribution centers, and call centers in 10 other states, including New Jersey, Massachusetts, Georgia, and California. The Debtors' supply chain consists of name-brand vendors -- e.g., Michael Kors, Samsung, Keurig, Dyson -- as well as private label and non-branded sources based in the United States and abroad. For more information, visit https://www.bluestem.com/ Bluestem Brands, Inc., based in Eden Prairie, MN, and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10566) on March 9, 2020. In its petition, Bluestem Brands was estimated to have $500 million to $1 billion in both assets and liabilities. The petition was signed by Neil P. Ayotte, executive vice president, general counsel and secretary. The Hon. Mary F. Walrath oversees the case. The Debtors tapped YOUNG CONAWAY STARGATT & TAYLOR, LLP, and KIRKLAND & ELLIS LLP, KIRKLAND & ELLIS INTERNATIONAL LLP as counsels; FTI CONSULTING, INC., as financial advisor; RAYMOND JAMES & ASSOCIATES, INC., as investment banker; IMPERIAL CAPITAL LLC, as restructuring advisor; and PRIME CLERK LLC as claims and noticing agent. BRAHMAN RESOURCE: Seeks to Hire Okin Adams as Bankruptcy Counsel ---------------------------------------------------------------- Brahman Resource Partners, LLC and BRP Vista Grande, LLC seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Okin Adams, LLP as their legal counsel. The firm will provide these services in connection with Debtors' Chapter 11 cases: a) advise Debtors with respect to their rights, duties and powers; b) assist Debtors in their consultations relative to the administration of the cases; c) assist Debtors in analyzing the claims of creditors and in negotiating with such creditors; d) assist the Debtors in the analysis of and negotiations with any third-party concerning matters relating to, among other things, a sale of substantially all of their assets and the terms of a plan of reorganization; e) represent Debtors at court hearings and other proceedings; f) review and analyze all applications, orders, statements of operations and schedules filed with the court; and g) prepare legal papers. The firm received a retainer from Debtors in the amount of $110,000. Okin Adams is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Okin Adams can be reached through: Matthew S. Okin, Esq. Ryan A. O'Connor, Esq. Okin Adams LLP 1113 Vine St., Suite 240 Houston, TX 77002 Telephone: (713) 228-4100 Facsimile: (888) 865-2118 Email: mokin@okinadams.com roconnor@okinadams.com About Brahman Resource Partners Brahman Resource Partners, LLC is a private oil and gas exploration, production, and development company focused in the U.S. North American basins. Brahman Resource Partners and its affiliate, BRP Vista Grande, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-33697) on July 26, 2020. Clay R. Border, president and chief executive officer, signed the petitions. At the time of the filing, each Debtor had estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. Judge David R. Jones oversees the cases. Okin Adams, LLP and Phoenix Capital Resources serve as Debtors' legal counsel and financial advisor, respectively. BROOKS BROTHERS: Closes One Southwest Florida Location ------------------------------------------------------ Phil Fernandez, writing for Naples Daily News, reports that known as America's oldest apparel seller, Brooks Brothers has decided to permanently close at least one Southwest Florida location. The store at Sanibel Outlets, 20350 Summerlin Road, south Fort Myers, has been designated for closure, according to the company's website, in addition to another Sunshine State one on classy Worth Avenue in Palm Beach. Brooks Brothers has not announced a decision regarding Naples, Estero, Sarasota or Bradenton stores in the area after filing for Chapter 11 bankruptcy protection this week and saying it was shuttering 51 of its North American spots. Having touted that 40 of 45 U.S. presidents have worn its attire, the 202-year-old chain has about 425 stores worldwide and 4,000 employees. USA TODAY says nearly three-fourths of its workers are currently furloughed. Only 18 of the company's 250 or so stores in the U.S. have reopened since the pandemic shuttered retail. Brooks Brothers currently lists venues at Waterside Shops in Naples, the Mall at University Town Center in Sarasota and The Gardens Mall in Palm Beach Gardens as operating, but not Miromar Outlets in Estero and Ellenton Premium Outlets near Bradenton at least "temporarily" as of Thursday afternoon. According to the company, other stores on the Peninsula remain closed, such as those in West Palm Beach, Vero Beach, Sunrise, Boca Raton, Daytona Beach, Jacksonville, St. Augustine and Destin. "This is sad. I'm a Brooks Brothers wearer and fan," Naples broker Michael Rivera said of the bankruptcy. "I love them. Abraham Lincoln wore Brooks Brothers shirts. That's the sort of history this company has." Rivera noted on Facebook how the company indicated in its filing how it planned to honor $35 million in gift cards. "They did not try to get out of that under bankruptcy; that shows core values, integrity and intent," Rivera said. "They're one of the rare good companies that are good to their client base." Sanibel Outlets and Miromar were among the locations last year to lose clothing retailer Gymboree Group after that chain shut down. Tenants at both malls began reopening in May after sitting idle during the early stages of the pandemic. The latest Southwest Florida closure comes after the stunning shuttering of another local luxury giant, Nordstorm, which had been an anchor at swanky Waterside where Brooks Brothers had completed a renovation in December 2019. "We're a little surprised they're wanting to vacate," Von Maur CEO Jim von Maur said of Nordstrom in an In the Know column last month. "I assumed they would have been very happy in that location. I mean, it's a phenomenal location, an excellent community." The leader of the expanding Iowa-based high-end chain told the Naples Daily News of his interest in setting up an upscale store in Southwest Florida, where von Maur family members have homes. Founded by Henry Sands Brooks in 1818 and introducing the button-down polo shirt in 1896, Brooks Brothers later became known for its high-end men's clothing, including suits and ties. The company made uniforms for the U.S. military during the Civil War, and pivoted in recent months to make masks for the coronavirus pandemic, according to USA TODAY. "For more than 200 years, Brooks Brothers has remained resilient through an ever evolving fashion landscape, fluctuating economic cycles, various ownership structures and even world wars," the company said in a statement, hoping to find a buyer. “This strategy is intended to preserve the original mission of our brand since 1818: Serving customers through innovation, fine quality, personal service and exceptional value." 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: Court Approves Its Better and Bigger Ch.11 Loan ---------------------------------------------------------------- Vince Sullivan of Law360 reports that the Brooks Brothers Group Inc. has obtained the court approval for its Chapter 11 loan. Men's clothing retailer Brooks Brothers Group Inc. told a Delaware bankruptcy judge at the outset of its case that it obtained a new Chapter 11 loan that provides $5 million more in financing than previously contemplated and does so on better credit terms. During a first-day hearing, debtor attorney Garrett A. Fail of Weil Gotshal & Manges LLP said the company had postponed the initial case proceedings because it received a new offer for debtor-in-possession financing from affiliates of Authentic Brands Group on and needed time to review the proposal. After a day of consideration and another round of loan proposals from original lender WHP Global and ABG, Fail said the final offer from the new lender contained materially better terms, including no interest, no closing fees and no administrative fees, while providing $80 million in funding. "Ultimately, the debtors determined the proposal by ABG was the best available and may be record-breaking," Fail said. In addition to reduced fees and interest and increased funding, the new DIP package includes an increased contemplated wind-down budget, an increased administrative claim carveout and an extended sale consummation deadline, Fail told the court. The DIP loan will be used to repay $32 million in bridge financing borrowed in the weeks before the Chapter 11 filing and will also fund Brooks Brothers' operations while it navigates an asset sale process aimed at closing a transaction within 88 days, according to Fail. The DIP proposal didn't draw any objections, and U.S. Bankruptcy Judge Christopher Sontchi approved it along with a handful of other typical first-day motions from Brooks Brothers. The company filed its petition earlier this week after a 2019 sale process was scuttled by the COVID-19 pandemic and its resulting business restrictions. By February, Brooks Brothers said many of its suppliers in Europe and Asia had fallen victim to those restrictions and stalled its supply chain, and when the virus reached the U.S., the company was forced to shutter its hundreds of retail locations. While relying on e-commerce sales during the shutdown, the company said it furloughed nearly half of its employees, permanently closed dozens of stores and shut down three U.S. manufacturing facilities, according to court filings. Despite those challenges, Brooks Brothers said it is encouraged by the continued interest in its assets from potential buyers. Its pre-bankruptcy marketing efforts garnered interest from bidders, and discussions with those parties have continued this week, Fail told the court. The debtor anticipates filing proposed bidding procedures soon and is planning on closing a sale transaction in less than three months. Brooks Brothers came to court with secured debt consisting of an asset-based lending facility with $212 million outstanding, a $32.5 million term loan and $13.6 million under an uncommitted facility. Another $7.5 million in mortgage debt rounds out the secured obligations. There is $126.3 million in unsecured note debt along with significant trade debt. About Brooks Brothers Group Brooks Brothers -- https://www.brooksbrothers.com -- is a clothing retailer with over 1,400 locations in over 45 countries. While famous for its clothing offerings and related retail services, Brooks Brothers is known as a lifestyle brand for men, women, and children, which markets and sells footwear, eyewear, bags, jewelry, watches, sports articles, games, personal care items, tableware, fragrances, bedding, linens, food items, beverages, and more. Brooks Brothers Group, Inc. is the Debtors' ultimate corporate parent, which directly or indirectly owns each of the other Debtor entities. Brooks Brothers Group, Inc. and 12 of its affiliates filed for Chapter 11 protection (Bankr. D. Del., Lead Case No. 20-11785) on July 8, 2020. The petitions were signed by Stephen Marotta, chief restructuring officer. The Debtors estimated assets and liabilities to total $500 million to $1 billion. Hon. Christopher Sontchi presides over the cases. Richards, Layton & Finger, P.A. and Weil, Gotshal & Manges LLP serve as counsel to the Debtors. PJ Solomon, L.P acts as investment banker; Ankura Consulting Group LLC as financial advisor; and Prime Clerk LLC as claims and noticing agent. BRYAN A. LOPEZ: Mentor Buying San Antonio Property for $315K ------------------------------------------------------------ Bryan A. Lopez asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of the land located at 7122 Bethencourt, San Antonio, Texas to Mentor Capital, LLC for $315,000. On April 11, 2020, the Debtor signed the Real Estate Contract to sell Property to the Buyer, a Texas limited liability company who is a disinterested person and a bona fide purchaser. The Contract originally provided for a purchase price of $315,000. The Buyer is now willing and able to close on the sale. The Debtor has an outstanding secured debt to SWBC Mortgage Corp. ("SWBC") in the amount of approximately $326,476, which is secured by the Property. The Note was for a 360-month loan with a maturity date of April 1, 2046. The payoff amount owed to the secured lender (according to the lender's records) on the real estate is approximately $367,015. The Debtor asks the Court authorizes sale of the Property to the Buyer free and clear of all interest, which will allow him to pay down its secured debt with SWBC and it will allow Debtor to create a more feasible plan. In order to sell the aforementioned Property, the Debtor employed EXP Realty, L.L.C as a broker. The Debtor believes the secured lender will consent to sale of the property and outstanding property taxes will be paid from the proceeds of the sale. Under these conditions, he contends the sale is in the best interest of the estate and its creditors and should be approved. The Debtor is asking expedited consideration. Only appearance at the hearing will be required to preserve an objection to sale. A copy of the Contract is available at https://tinyurl.com/y2ewm7gj from PacerMonitor.com free of charge. Bryan A. Lopez sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 19-52636) on Nov. 4, 2019. The Debtor tapped Ronald J. Smeberg, Esq., at The Smeberg Law Firm, PLLC, as counsel. EXP Realty, L.L.C., is the broker. BULLS HEAD: Seeks Bankruptcy Protection Due to COVID-19 ------------------------------------------------------- Bill Heltzel, writing for West Fair Online, reports that the Bull's Head Diner, a classic Greek eatery in Ridgeway-Bulls Head neighborhood in Stamford, Connecticut, has filed for bankruptcy protection. The diner listed only two creditors, the IRS and its landlord, on a Chapter 11 petition filed July 2 in U.S. Bankruptcy Court in White Plains. It did not specify how much money it owes them. The company maintains an office and records at 55 W. Main St. in Elmsford, New York, the site of the Eldorado Diner, which is not named as a co-debtor in the bankruptcy case. "Through no fault of its own," Bull's Head President Dimitrios Kitsios said in a declaration, the diner "underperformed due to the unprecedented downturn brought about by COVID-19, coupled with the challenge of renegotiating an expensive lease with a relentless landlord." Kitsios stated that he has operated the Bull's Head Diner for 27 years and it "has become a staple of the community it serves." 0* caused it to lose business as it was already trying to figure out how to deal with "past-due obligations." The business needs relief from rent payments owed to the landlord, Bull's Head Realty, Kitsios stated, and from debts to suppliers. It has insufficient cash on hand to meet current obligations, let alone past due obligations. The diner has not yet filed schedules that would detail its assets and liabilities. Kitsios expects the diner to take in about $120,000 this month, and spend $115,000. The company is exploring "strategic alternatives," he stated, but "no viable alternatives are available … at this time." Bull's Head is represented by Manhattan attorney Lawrence F. Morrison About Bulls Head Diner Bull's Head Diner is a classic Greek restaurant located in Stamford, Connecticut. Bulls Head Diner Inc. filed for bankruptcy protection (Bankr. S.D.N.Y. Case No. 20-22807) on July 2, 2020. The Debtor was estimated to have less than $50,000 in assets and liabilities. Lawrence F. Morrison, Esq. of Morrison Tenenbaum, PLLC serves as counsel to the Debtor. CALIFORNIA RESOURCES: Tendeka Suit Shelved Pending Bankr. Outcome ----------------------------------------------------------------- District Judge R. Gary Klausner removed the case captioned TENDEKA, INC., Plaintiff(s), v. CALIFORNIA RESOURCES PRODUCTION CORPORATION, Defendant(s), Case No. 2:20-cv-05246-RGK-PVC (C.D. Cal.) from the Court's active caseload pending the outcome of the Defendants' bankruptcy proceedings. The Defendants filed for chapter 11 bankruptcy on July 27, 2020. Counsel are ordered to properly motion the Court should they want the matter placed back on active status. A copy of the Court's Order dated July 30, 2020 is available at https://bit.ly/3gZr0Mm from Leagle.com. About California Resources California Resources Corporation -- http://www.crc.com/-- is an oil and natural gas exploration and production company headquartered in Los Angeles. The company operates its resource base exclusively within California, applying complementary and integrated infrastructure to gather, process and market its production. On July 15, 2020, California Resources and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-33568). At the time of the filing, California Resources disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the cases. The Debtors tapped Sullivan & Cromwell, LLP and Vinson & Elkins LLP as their bankruptcy counsel, Perella Weinberg Partners as investment banker, Alvarez & Marsal North America, LLC as restructuring advisor, and Epiq Corporate Restructuring, LLC as claims agent. CAMBRIAN HOLDING: Aug. 20 Disclosure Statement Hearing Set ---------------------------------------------------------- On July 15, 2020, Cambrian Holding Company, Inc., et al., and the Official Committee of Unsecured Creditors filed a Joint Disclosure Statement and Joint Plan of Liquidation. On July 16, 2020, Judge Gregory R. Schaaf ordered that: * Aug. 20, 2020, at 9:00 a.m. at the United States Bankruptcy Court for the Eastern District of Kentucky, Second Floor Courtroom, 100 East Vine Street, Lexington, Kentucky 40507 is the hearing to consider the approval of the Disclosure Statement. * Aug. 12, 2020 is fixed as the last day for filing and serving written objections to the adequacy of the Disclosure Statement. A copy of the order dated July 16, 2020, is available at https://tinyurl.com/yy8eghny from PacerMonitor.com at no charge. Counsel for the Debtors: Patricia K. Burgess FROST BROWN TODD LLC 250 West Main Street, Suite 2800 Lexington, Kentucky 40507 Tel: (859) 231-0000 Fax: (859) 231-0011 E-mail: pburgess@fbtlaw.com - and - Ronald E. Gold Douglas L. Lutz A.J. Webb FROST BROWN TODD LLC 3300 Great American Tower 301 East Fourth Street Cincinnati, Ohio 45202 Tel: (513) 651-6800 Fax: (513) 651-6981 E-mail: rgold@fbtlaw.com dlutz@fbtlaw.com awebb@fbtlaw.com Attorneys for Official Committee of Unsecureds: Geoffrey S. Goodman FOLEY & LARDNER LLP 321 North Clark Street, Suite 2800 Chicago, Illinois 60654 Tel: (312) 832.4500 Fax: (312) 832.4700 E-mail: ggoodman@foley.com - and - Kent Barber BARBER LAW PLLC 2200 Burrus Drive Lexington, Kentucky 40513 Tel: (859) 296-4372 E-mail: kbarber@barberlawky.com About Cambrian Holding Belcher, Kentucky-based Cambrian Holding Company, Inc. and its subsidiaries produce and process metallurgical coal and thermal coal for use by utility providers and industrial companies located primarily in the eastern United States and Canada. The company began operations in 1991 and, over time, acquired various mines and mining-related assets from major coal corporations. Cambrian Holding Company and 18 of its affiliates each filed a petition seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Lead Case No. 19-51200) on June 16, 2019. At the time of the filing, Cambrian Holding Company had estimated assets and liabilities of less than $50,000. Judge Gregory R. Schaaf oversees the cases. The Debtors tapped Frost Brown Todd, LLC as bankruptcy counsel; Whiteford, Taylor & Preston, LLP as litigation counsel; Jefferies, LLC as investment banker; and FTI Consulting, Inc. as financial advisor. Epiq Corporate Restructuring, LLC is the notice, claims and solicitation agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on June 26, 2019. The committee tapped Foley & Lardner, LLP as legal counsel; Barber Law PLLC as local counsel; and B. Riley FBR, Inc. as financial advisor. CANOPY PROPERTY: Court Conditionally Approves Disclosure Statement ------------------------------------------------------------------ Judge Jeffrey P. Norman has ordered that the Disclosure Statement filed by Canopy Property Solutions, LLC is conditionally approved. Aug. 26, 2020, is fixed for the hearing on final approval of the disclosure statement (if a written objection has been timely filed) and for the hearing on confirmation of the plan. The hearing will be held at 11:00 a.m. at the United States Courthouse, 515 Rusk St., Courtroom 403, Houston, Texas. Aug. 19, 2020, is fixed as the last day for filing and serving written objections to the disclosure statement, and objections to confirmation of the plan. Aug. 19, 2020, is fixed as the last day for filing written acceptances or rejections of the plan. Within two days after the entry of this order, the plan, the disclosure statement and a ballot conforming to Ballot for Accepting or Rejecting Plan of Reorganization (Official Form 314) must be mailed to creditors. About Canopy Property Solutions Canopy Property Solutions LLC is a company that provides such services as property listing, property management and eviction services for the greater Houston and surrounding areas. Canopy Property Solutions sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 19-37091) on Dec. 30, 2019, listing under $1 million in both assets and liabilities. Judge Jeffrey P. Norman oversees the case. Jessica Hoff, Esq., at Hoff Law Offices PC, is the Debtor's legal counsel. CARLSON TRAVEL: Fitch Withdraws 'C' Issuer Default Rating --------------------------------------------------------- Fitch Ratings has affirmed and withdrawn the following Carlson Travel, Inc. ratings: 'C' Long-Term Issuer Default Rating, 'CCC'/'RR1' senior secured rating and 'C'/'RR4' senior unsecured rating. Fitch is withdrawing the ratings of CWT because the ratings have been taken private. KEY RATING DRIVERS CWT is in the process of completing a debt exchange that Fitch views as a distressed debt exchange. The transaction contemplates a tender offer to exchange the USD415 million 6.75% secured notes due 2023 and EUR330 million floating rate secured notes due 2023 with substantially similar issuances but maturing in 2025. It also contemplates a tender offer to exchange the USD250 million 9.5% unsecured notes due 2024 with a substantially similar issuance but maturing in 2026. CWT's revolving credit facility lenders are also party to the restructuring support agreement (RSA), which includes extending the facility's maturity date to September 2024 and temporarily waiving the minimum EBITDA financial covenant. As part of the RSA, CWT's principal shareholder (Carlson, Inc.) will invest an additional $125 million in equity into CWT, and CWT will issue $125 million of new senior secured notes that are backstopped by a subgroup of existing noteholders. RATING SENSITIVITIES Rating sensitivities are no longer relevant given today's rating withdrawals. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. Carlson Travel, Inc. - LT IDR C; Affirmed - LT IDR WD; Withdrawn - Senior unsecured LT C; Affirmed - Senior unsecured; LT WD; Withdrawn - Senior secured; LT CCC; Affirmed - Senior secured; LT WD; Withdrawn CARNIVAL CORP: S&P Rates New Second-Priority Secured Notes 'BB+' ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '1' recovery rating to U.S.-based global cruise operator Carnival Corp.'s proposed $900 million second-priority senior secured notes due 2027 and placed the issue-level rating on CreditWatch with negative implications. The '1' recovery rating indicated S&P's expectation for very high (90%-100%; rounded estimate: 95%) recovery for noteholders in the event of a payment default. S&P expected the company will use the proceeds from the proposed notes to enhance its liquidity position, including by refinancing its upcoming debt maturities. "The proposed debt does not materially alter our forecast for Carnival's adjusted leverage because we had previously assumed it would secure additional financing. Additionally, Carnival recently converted $885.6 million of its convertible notes, which we treat as debt, into equity. This largely offsets the proposed debt raise and modestly improves its forecast leverage for fiscal years 2021 and 2022. Nevertheless, we continue to expect the company's leverage to remain very weak and estimate it will likely exceed 10x in 2021," S&P said. "All of our existing ratings on Carnival remain on CreditWatch, where we placed them with negative implications on March 10, 2020, to reflect the substantial uncertainty around the company's recovery path for the rest of the year and into 2021. In resolving the CreditWatch, we will assess Carnival's ability to resume operations this year and its prospects for reducing its very high leverage. We could lower our ratings on the company at any time if we no longer believe it will recover and generate sufficient operating cash flow to significantly reduce its leverage to well below 6x in 2022," S&P said. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P assigned its 'BB+' issue-level rating and '1' recovery rating to Carnival's proposed $900 million second-priority senior secured notes due 2027. The '1' recovery rating indicates S&P's expectation for very high recovery (90%-100%; rounded estimate: 95%) for lenders in the event of a default. -- The proposed second-lien notes, like Carnival's existing second-lien notes, will have a second-priority interest in the collateral (80 vessels, shares of capital stock of subsidiary guarantors, and other assets such as intellectual property) that secures Carnival's $4 billion secured notes, $1.86 billion and EUR800 million term loans, and certain other secured debt. Simulated default assumptions -- S&P's simulated default scenario contemplates a default occurring by 2024 due to a significant decline in cash flow from permanently impaired demand for cruises following the negative publicity and travel advisories during the COVID-19 pandemic, a prolonged economic downturn, and/or increased competitive pressures. -- S&P estimates a gross enterprise value at emergence of about $24.3 billion by applying a 7x multiple to its estimate of the company's EBITDA at emergence. The rating agency uses a multiple that is at the high end of its range for leisure companies to reflect Carnival's good position in the cruise industry, which is a small but underpenetrated segment of the overall travel and vacation industry. -- S&P includes the tranches of loans Carnival recently entered into with various export credit agencies in its unsecured claims. -- S&P assumes that about 80% of its estimated gross enterprise value at emergence is available to cover secured claims. Any residual value after satisfying the secured claims is available first to satisfy the second-lien claims. -- S&P assumes that the remainder of the gross enterprise value, or about 20%, plus any residual value attributed to the secured claims after satisfying the secured claims and second-lien claims is available to satisfy the unsecured claims. -- S&P assumes Carnival's revolvers are 85% drawn at default. Simplified waterfall -- Emergence EBITDA: $3.5 billion -- EBITDA multiple: 7x -- Gross enterprise value: $24.3 billion -- Net enterprise value available after administrative expenses (7%): $22.5 billion -- Value attributable to secured/unsecured claims: $18.2 billion/$4.4 billion -- Value available to secured claims: $18.2 billion -- Estimated secured claims at default: $7.4 billion -- Recovery expectations: 90%-100% (rounded estimate: 95%) -- Value available to second-lien claims: $10.8 billion -- Estimated second-lien claims at default: $2.3 billion -- Recovery expectations: 90%-100% (rounded estimate: 95%) -- Value available to unsecured claims (including residual value after satisfying secured and second-lien claims claims): $13 billion -- Estimated unsecured claims at default: $20.4 billion -- Recovery expectations: 50%-70% (rounded estimate: 65%) Note: All debt amounts include six months of prepetition interest. CAROLINA INTEGRATIVE: Seeks Court Approval to Hire Accountant ------------------------------------------------------------- Carolina Integrative Medicine, P.A. seeks approval from the U.S. Bankruptcy Court for the District of South Carolina to employ Fred Adams, a certified public accountant, to prepare its 2019 tax returns. Mr. Adams' hourly rates range from $95 to $125 per hour. Mr. Adams disclosed in court filings that he is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The accountant can be reached at: Fred Adams, CPA 3447 Pelham Road Greenville, SC 29615 Telephone: (864) 458-8151 About Carolina Integrative Medicine Carolina Integrative Medicine, P.A. filed a Chapter 11 bankruptcy petition (Bankr. D.S.C. Case No. 20-01227) on March 6, 2020, listing under $1 million in both assets and liabilities. Judge Helen E. Burris oversees the case. Debtor is represented by Robert H. Cooper, Esq., at The Cooper Law Firm. CENGAGE LEARNING: Moody's Lowers CFR to Caa2, Outlook Negative -------------------------------------------------------------- Moody's Investors Service downgraded Cengage Learning, Inc.'s ratings, including its Corporate Family Rating to Caa2 from B3, and changed the outlook to negative from stable. "The downgrades reflect the continued secular pressure and evolving social transformation in the higher education market with significant uncertainty around enrollment levels amid the coronavirus pandemic and Moody's growing concerns over the longer-term sustainability of the company's capital structure," said Dilara Sukhov, Moody's lead analyst on Cengage. "The negative outlook reflects heightened refinancing risk, including the renewal of the ABL revolver maturing in June 2021, and that revenue and earnings will diminish in an increasingly competitive environment." Moody's took the following actions: Issuer: Cengage Learning, Inc. Ratings Downgraded: Corporate Family Rating, downgraded to Caa2 from B3 Probability of Default Rating, downgraded to Caa2-PD from B3-PD $1,710 million Senior Secured Term Loan due 2023, downgraded to Caa1 (LGD3) from B2 (LGD3) $620 million Senior Unsecured Notes due 2024, downgraded to Caa3 (LGD5) from Caa2 (LGD5) Outlook Action: Outlook is changed to Negative from Stable RATINGS RATIONALE Cengage's Caa2 CFR reflects continued secular challenges pressuring the higher education segment, including affordability-driven price compression, intensely competitive markets, rental and used textbooks and open educational resources. The company's adjusted cash revenue declined roughly 7% in FYE 3/2020 from prior year and 17% in the first fiscal quarter ending June 30, 2021. Moody's expects that the revenue decline will accelerate to 15 to 20% in FYE 3/2021 as secular headwinds in the higher education industry are further exacerbated by uncertainty in enrollment and the budgetary constraints and the likely deferrals of purchasing decisions in the school business amid the coronavirus pandemic. As a result of anticipated decline in earnings and a heavy debt burden, the company's debt-to-cash-EBITDA leverage, which was already high at 7.8x (including Moody's standard adjustments and cash pre-publication costs as an expense) as of LTM 6/2020, will exceed 9x (Moody's adjusted) over the next 12-18 months, raising concerns about sustainability of capital structure in the longer term. Cengage's rating continues to be supported by its well-established brand, good market position, longstanding relationship with education institutions, proprietary content developed through long-term exclusive relationships with leading authors and broad range of product offerings in higher education publishing. The company's Cengage Unlimited and Cengage Unlimited eTextbooks products position it favorably to expand its share in the higher education market, as remote learning expands through the next academic year. However, the anticipated acceleration in growth of digital revenue in the Higher Education business will be overshadowed by enrollment pressure, which Cengage estimates to decline 10%-15% in the fall semester in the US. While Cengage has been successful at implementing its cost-saving strategy in FYE 3/2020, it will need to reduce costs to be commensurate with the revenue decline. Cengage faces multiple near-term operating headwinds from market and company-specific issues. The company's earnings pressure and high leverage reduce flexibility to proactively address the $1.7 billion term loan maturity in June 2023, raising concerns about sustainability of the company's capital structure. Moody's is also concerned about the heightened risk of distressed exchange transactions given that the company has Board of Directors authorization for repurchase of up to $100 million debt. ESG CONSIDERATIONS The key social risks in the education publishing sector lies in evolving demographic and societal trends and particularly in the way students choose to study and consume learning materials. As affordability of textbooks and learning materials are important to students and higher education institutions, less expensive alternatives to print textbooks emerged. This social trend resulted in a multi-year precipitous decline in average spend per on learning materials. Publishers, including Cengage, are responding by growing digital offerings that provide extra value to students. The coronavirus outbreak is accelerating the transformational social changes impacting textbook publishers. The spread of the coronavirus outbreak, deteriorating global economic outlook, and asset price declines are creating a severe and extensive credit shock across many sectors, regions and markets. The combined credit effects of these developments are unprecedented. The media/publishing has been one of the sectors most significantly affected by the shock given its sensitivity to consumer demand and sentiment. More specifically, the weaknesses in the company's credit profile have left it vulnerable to shifts in market sentiment in these unprecedented operating conditions and the company remains vulnerable to the outbreak continuing to spread. The coronavirus outbreak has placed increased level of uncertainty regarding future enrollments and financial performance of courseware publishers, as current social distancing measures have moved many physical learning operations to online in the education sector. The timing and format of reopening of learning institutions remains uncertain, as different jurisdictions evaluate potential public health implications of reopening. The closure of physical facilities has led to an accelerated transition to various forms of remote learning and to a broader adoption of digital courseware. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. LIQUIDITY & STRUCTURAL CONSIDERATIONS Cengage currently has adequate liquidity, supported by a sizable $321 million cash balance as of June 30, 2020, but ABL maturity in June 2021 and the expectation of diminished internally generated cash flow will put pressure on the company's liquidity. Moody's projects that cash on hand and externally generated cash flow will be sufficient to fund the company's highly seasonal cash needs and 1% (or $17 million) annual term loan amortization over the next 12-18 months. Cash flow needs are highly seasonal with working capital swings of roughly $100-$150 million as majority of sales occur in Q2 and Q4 driven by sales of digital product and courseware. The $250 million ABL revolver (which had a $50 million balance with a $55 million borrowing base as of June 30, 2020) provides adequate backup for unplanned needs but its near-term expiration raises concerns about the company's ability to have uninterrupted access to the credit line over the next 12-18 months. The $1.7 billion Senior Secured Term Loan benefits from the subordination of $620 million Senior Unsecured Notes, resulting in a one-notch uplift from CFR to Caa1 term loan instrument rating. The term loan is secured by a 1st lien on substantially all assets, including tangible and intangible assets of the borrower's U.S. subsidiaries, 100% of the capital stock of U.S. subsidiaries, 65% of the stock of first-tier foreign subsidiaries, and a 2nd lien on the ABL revolver's 1st lien collateral, principally certain current assets including receivables and inventory. The term loan does not have any financial covenants. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Heightened near-term risk of default including through distressed exchange transactions, or a reduction in the recovery assumption could lead to further downgrades. Cengage's ratings could also be downgraded if the company is unable to make de-leveraging progress or generate and sustain positive free cash flow. A weakening of liquidity would also pressure the company's ratings including through such factors as significant revolver usage, weaker or negative free cash flow, or erosion of the covenant cushion. An upgrade or a shift to a stable rating outlook is unlikely unless the company is able to proactively address its 2021/2022 debt maturities at commercially viable terms. If that were to occur, Cengage could be upgraded if good operating execution leads to revenue and earnings growth, consistent free cash flow generation and reduced leverage or the company de-levers through asset sales, an equity offering or acquisitions such debt-to-cash EBITDA is sustained under 7x (including Moody's standard adjustments and cash prepublication costs as an expense). The principal methodology used in these ratings was Media Industry published in June 2017. Cengage Learning, Inc. is a provider of learning solutions, software and educational services for the higher education, research, school, career, professional, and international markets. Cengage publishes college textbooks and reference materials, and supplements its print publications with digital solutions. Large shareholders currently include Apax Partners, KKR and Searchlight Capital as well as other creditors who became shareholders upon exit from the Chapter 11 bankruptcy in 2014. Revenue for the last twelve months ended June 30, 2020 totaled $1.3 billion. CENTRIC BRANDS: Unsecureds to Get Share of Claims Cash Pool ----------------------------------------------------------- Centric Brands Inc., et al., submitted a Second Amended Disclosure Statement for the Second Amended Joint Chapter 11 Plan of Reorganization. The Plan provides for this treatment of prepetition claims and interests: - Hudson Notes Claims: If Class 5 (Hudson Notes Claims) and Class 6 (General Unsecured Claims) vote to accept the Plan, each Holder of an Allowed Hudson Notes Claim shall receive its Pro Rata share of the Claims Cash Pool determined by the amount of Allowed Hudson Notes Claims divided by the amount of Allowed Hudson Notes Claims plus the amount of Allowed General Unsecured Claims other than the Second Lien Deficiency Claims and 2024 Convertible Notes Claims, as the Second Lien Lenders and the Holders of the 2024 Convertible Notes Claims will be deemed to have waived their rights to receive any recovery on account of the Second Lien Deficiency Claim and 2024 Convertible Notes Claims, respectively, and the Second Lien Lenders will be deemed to have waived their rights under section 4 of the Hudson Notes to the turnover of any payment or distribution made to a Holder of a Hudson Notes Claim prior to the payment in full of the Second Lien Loan Claims; (ii) if Class 5 votes to accept the Plan and Class 6 votes to reject the Plan, each Holder of an Allowed Hudson Notes Claim in Class 5 will receive its Pro Rata share of the Claims Cash Pool determined by the amount of Allowed Hudson Notes Claims divided by the amount of Allowed Hudson Notes Claims plus the amount of Allowed General Unsecured Claims including the amount of the Second Lien Deficiency Claim and the amount of the 2024 Convertible Notes Claims, as the Second Lien Lenders and the Holders of the 2024 Convertible Notes Claims will be deemed to not have waived their rights to receive any recovery on account of the Second Lien Deficiency Claim and the 2024 Convertible Notes Claims, respectively, but the Second Lien Lenders will be deemed to have waived their rights under section 4 of the Hudson Notes to the turnover of any payment or distribution made to a Holder of a Hudson Notes Claim prior to the payment in full of the Second Lien Loan Claims; or (iii) if Class 5 votes to reject the Plan, any distribution that otherwise would have gone to the Holders of Allowed Hudson Notes Claims will be distributed to the Second Lien Lenders pursuant to section 4 of the Hudson Notes which requires the turnover of any payment or distribution made to a Holder of a Hudson Notes Claim prior to the payment in full of the Second Lien Loan Claims to the Second Lien Lenders. - General Unsecured Claims: If Class 6 (General Unsecured Claims) votes to accept the Plan, each Holder of an Allowed General Unsecured Claim, other than a Second Lien Deficiency Claim or 2024 Convertible Notes Claim, will receive its pro rata share of the Claims Cash Pool determined by the amount of General Unsecured Claims divided by the amount of Allowed Hudson Notes Claims plus the amount of Allowed General Unsecured Claims other than the Second Lien Deficiency Claims or 2024 Convertible Notes Claims, as the Second Lien Lenders and the Holders of the 2024 Convertible Notes Claims will be deemed to have waived their rights to receive any recovery on account of the Second Lien Deficiency Claim and the 2024 Convertible Notes Claims, respectively; or (ii) if Class 6 votes to reject the Plan, each Holder of an Allowed General Unsecured Claim in Class 6 will receive its Pro Rata share of the Claims Cash Pool determined by the amount of Allowed General Unsecured Claims divided by the amount of Allowed Hudson Notes Claims plus the amount of Allowed General Unsecured Claims including the amount of the Second Lien Deficiency Claim and the amount of the 2024 Convertible Notes Claims, as the Second Lien Lenders and the Holders of the 2024 Convertible Notes Claims will be deemed to not have waived their rights to receive any recovery on account of the Second Lien Deficiency Claim and the 2024 Convertible Notes Claims, respectively. - Subordination Claims: Subordination Claims will be canceled, released, discharged, and extinguished as of the Effective Date, and will be of no further force or effect, and Subordination Claims will not receive any distribution on account of such Subordination Claims. DIP Financing and the RSA The holders of First Lien Term Loans and First Lien Revolving Loans are party to the Restructuring Support Agreement, including Ares Capital Corporation and certain of its affiliates, ACF Finco I LP and certain of its affiliates, and certain affiliates of HPS Investment Partners, LLC, who collectively hold more than 94% of the First Lien Term Loans and First Lien Revolving Loans. The following holders of Second Lien Loans are party to the Restructuring Support Agreement: (1) GSO Capital Opportunities Fund III LP; (2) GSO CSF III Holdco LP; (3) GSO Aiguille des Grands Montets Fund II LP; (4) GSO Credit Alpha II Trading (Cayman) LP; (5) GSO Harrington Credit Alpha Fund (Cayman) L.P.; (6) BTO Legend Holdings (Cayman) - NQ L.P.; and (7) Blackstone Family Tactical Opportunities Investment Partnership III (Cayman) - NQ– ESC L.P. The following holders of Centric Interests are party to the Restructuring Support Agreement: (1) GSO Capital Opportunities Fund III LP; (2) GSO CSF III Holdco LP; (3) GSO Aiguille des Grands Montets Fund II LP; (5) GSO Credit Alpha II Trading (Cayman) LP; (5) GSO Harrington Credit Alpha Fund (Cayman) L.P.; (6) BTO Legend Holdings (Cayman) - NQ L.P.; and (7) Blackstone Family Tactical Opportunities Investment Partnership III (Cayman) - NQ– ESC L.P. Special Committee Investigation The Special Committee is a committee of independent directors of the Company's board of directors and includes directors Walter McLallen, Patrick J. Bartels, Jr., and Glenn Krevlin. The Special Committee is conducting an independent investigation into certain potential Claims and Causes of Action held by the Debtors’ Estates. As part of the investigation, the Special Committee has agreed to solicit the input of the Committee as to the subjects, scope and topics of such investigation. Pursuant to that agreement, the Special Committee and the Committee entered into the Protocol Regarding Debtors' Investigation of Potential Claims and Defenses (the "Protocol") to govern the exchange of information about the Special Committee's investigation, such as agreement by the Special Committee to provide the Committee with rolling productions of non-privileged documents responsive to the Committee's written diligence requests and agreement to hold weekly teleconferences, during which the Special Committee will provide updates to the Committee about the progress of the investigation. The Special Committee has agreed to provide counsel for the Committee with a summary of material tentative and final conclusions regarding the Special Committee's investigation no later than August 7, 2020, which is two weeks before the August 21, 2020 deadline for the Committee to seek standing to bring certain Claims, counterclaims or Causes of Action, objections, contests or defenses. The Special Committee anticipates conducting a total of approximately 20 consensual interviews and/or depositions as part of the Special Committee investigation, some of which have already been completed. The Special Committee is also well under way reviewing documents from the Debtors (including from current and former management as well as current and former directors), as well as documents received pursuant to document requests made of approximately seven to eight third parties, including the Debtors' lenders, advisers, accountants, and others. The Special Committee has collected 1.2 million documents to date, and collection is ongoing. A full-text copy of the Second Amended Disclosure Statement dated July 15, 2020, is available at https://tinyurl.com/yyvw2fp6 from PacerMonitor.com at no charge. Counsel to the Debtors: Gregg M. Galardi Cristine Pirro Schwarzman Daniel G. Egan Emily Kehoe ROPES & GRAY LLP 1211 Avenue of the Americas New York, New York 10036-8704 Telephone: (212) 596-9000 Facsimile: (212) 596-9090 About Centric Brands Centric Brands Inc. designs, produces, merchandises, manages and markets kids wear, accessories, and men's and women's apparel under owned, licensed and private label brands. Currently, the company and its affiliates license over 100 brands, including AllSaints, BCBG, Buffalo, Calvin Klein, Disney, Frye, Herve Leger, Jessica Simpson, Joe's, Kate Spade, Kenneth Cole, Marvel, Michael Kors, Nautica, Nickelodeon, Spyder, Timberland, Tommy Hilfiger, Under Armour, and Warner Brothers. The companies sell licensed products through both retail and wholesale channels. Centric Brands and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-22637) on May 18, 2020. As of March 31, 2020, the Debtors disclosed $1,855,722,808 in total assets and $2,014,385,923 in total liabilities. Judge Sean H. Lane oversees the cases. The Debtors tapped Ropes & Gray, LLP as bankruptcy counsel; PJT Partners, Inc. as investment banker; Alvarez & Marsal, LLC as financial advisor; and Prime Clerk, LLC as notice, claims and balloting agent. The Official Committee of Unsecured Creditors appointed to these Chapter 11 cases tapped McDermott Will & Emery LLP as its counsel and Berkeley Research Group, LLC as its financial advisor. CENTRO GROUP: $2.2-Mil. Sale to Partially Fund Plan --------------------------------------------------- Centro Group, LLC and ProHCM Holdings, Inc., submitted a Plan and a Joint Disclosure Statement. The final purchase price paid to the ProHCM Estate was $2,200,000. The proceeds, net of repayment of post-petition financing loans and professional fees, are currently held by the Estates and form part of the Available Funds. ProHCM Class 1 - Allowed Unsecured Claims Against ProHCM are impaired. Each Holder of an Allowed Unsecured Claim against ProHCM shall receive Distributions on a pro rata basis with the Holders of all Allowed ProHCM Class 1 Claims up to the full amount of each Allowed Claim, consisting of: (i) the Available Funds allocated to the ProHCM Fund; (ii) the Additional Recoveries allocated to the ProHCM Fund; and (iii) the funds received by ProHCM as the Holder of Equity Interest in Centro. ProHCM Class 2 – Equity Interests in ProHCM are impaired. Each holder of an Equity Interest in ProHCM shall receive Distributions on a pro rata basis, and in accordance with prepetition priority and classes of such Equity Interests, with the Holders of all Allowed Equity Interests in this ProHCM Class 2 from: i) any remaining Available Funds allocated to the ProHCM Fund; and (ii) any remaining Additional Recoveries allocated to the ProHCM Fund. Centro Class 1 – Allowed Unsecured Claims Against Centro are impaired. Each Holder of an Unsecured Claim against Centro will receive distributions on a pro rata basis with the Holders of all Allowed Centro Class 1 Claims up to the full amount of each Allowed Claim, consisting of: (i) the remaining Available Funds in the Centro Fund; and (ii) the remaining Additional Recoveries in the Centro Fund. Centro Class 2 – Equity Interests in Centro are impaired. Centro Class 2 consists of ProHCM as the Holder of all Equity Interest in Centro. To the extent that any other Equity Interest is claimed or asserted by any other Person or party, such Equity Interest is disallowed and will receive no Distribution under the Plan. The Joint Plan will provide for the assignment of all assets and property of the Debtors and their estates other than the Available Funds to the Trust. The foregoing shall include, without limitation, any and all assets and Causes of Action of Simplepay, LLC, a Florida limited liability company owned by Centro. A full-text copy of the Joint Disclosure Statement dated July 15, 2020, is available at https://tinyurl.com/y6r7xcxs from PacerMonitor.com at no charge. Attorneys for the Debtor: Bradley S. Shraiberg, Esq. SHRAIBERG, LANDAU & PAGE P.A. General Bankruptcy Counsel for the Debtors 2385 NW Executive Center Drive, Suite 300 Boca Raton, FL 33431 Telephone: (561) 443-0800 Facsimile: (561) 998-0047 Email: bss@slp.law About Centro Group Centro Group, LLC is a full-service, wholesale group benefits, human capital, and technology service consulting firm committed to positioning their clients for future growth. It is headquartered in Miami, Fla., with additional offices in the Boston and St. Louis areas. Centro Group and ProHCM Holdings, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos. 18-23155 and 18-23156) on Oct. 23, 2018. In the petitions signed by CEO Joseph Markland, Centro Group estimated assets of less than $50,000 and liabilities of $1 million to $10 million. ProHCM disclosed $4,284,714 in assets and $4,238,898 in liabilities. Judge Jay A. Cristol oversees the cases. The Debtors tapped Shraiberg, Landau & Page, P.A., as their legal counsel; James F. Martin of ACM Capital Partners, as their chief restructuring officer; and Rice Pugatch Robinson Storfer & Cohen, PLLC, as special counsel. On Nov. 9, 2018, the U.S. Trustee for Region 21 appointed an official committee of unsecured creditors in Centro Group's case. The committee tapped Kozyak, Tropin & Throckmorton, LLP as its legal counsel. CENTURION PIPELINE: Fitch Rates Secured Loans 'BB/RR1' ------------------------------------------------------ Fitch Ratings has affirmed the Long-Term Issuer Default Rating of Centurion Pipeline Company LLC at 'BB-' and senior secured term loan and revolver at 'BB'/'RR1'. Fitch also assigned a 'BB'/'RR1' rating to the proposed $75 million incremental secured term loan B-1. The incremental facility will rank pari passu with the existing and all future senior indebtedness, and the maturity will be co-terminous with the existing term loan B. The proceeds of the incremental term loan B-1 will be used to prefund capital expenditures, pay related fees and expenses and for general corporate purposes. Fitch has reviewed preliminary documentation for term loan B-1; the assigned rating assumes there will be no material variation from the draft previously provided. The Rating Outlook is Stable. Centurion's ratings take into account the company's limited size and scale and concentration risk from its primary counterparty, Occidental Petroleum Corp (OXY; BB/ Stable). The ratings also reflect its elevated near-term leverage from historically low levels. Pro forma the incremental debt, Fitch expects YE 2020 leverage to be in the range of 3.5x-3.8x from a modest 2.1x leverage at YE 2019. The rating is also constrained by the fact that nearly all cash flows are generated from a single pipeline system, although Centurion is now expanding with its joint venture interest in Wink-to-Webster and the Augustus Pipeline, but continues to remain focused on the Permian basin. Fitch's key concerns are counterparty concentration with single basin focus and lack of business line diversity, which raise the possibility of an outsized event risk should there be any operating or financial issue at OXY, or a longer-term disruption of production in the Permian. Fitch considers that there is some cash flow assurance in the form of minimum revenue commitments from OXY and another investment-grade counterparty, which provides some downside protection. Fitch also considers the importance of the asset to OXY given that the Centurion system spans across both basins within the Permian and has access to Midland and Cushing hubs, albeit at lower volumes as drilling activities decline under an adverse commodities price environment. KEY RATING DRIVERS Leverage Trending Higher: Centurion has historically maintained low leverage and strong interest and distribution coverage relative to midstream peers. Leverage is expected to be elevated in the near term with expectation of moderating producer activity in response to demand reductions associated with the pandemic shutdowns. Fitch expects YE 2020 leverage in the range of 3.5x-3.8x proforma incremental debt, given higher committed growth spending, barring unforeseen events such as increases in spending or acquisitions. Fitch recognizes that Centurion has taken some capex and operating costs reduction initiatives as constructive measures, to help offset some of the EBITDA decline. Fitch, however, believes leverage is critical to Centurion's credit profile due to the company's concentrated counterparty exposure and limited geographic diversity. Near-Term Operational Headwinds: Fitch believes Permian will continue to remain challenged in the near term driven by capital reductions by E&P producer customers against the backdrop of an unfavorable macro environment. Centurion's major counterparty, OXY, had announced a 50% reduction of 2020 capital budget and well shut-ins averaging 45,000boed, peaking to 75,000boed in June 2020. Fitch believes OXY's capital reduction and the shut-ins from various producers in the Permian will affect throughput revenues at Centurion in 2020 and possibly 2021. Although Centurion has growth projects coming in-service in 2021 independently through third-party volumes, Fitch believes such growth will be slower, as upstream producers are increasingly becoming capital disciplined to preserve balance sheets. Counterparty Credit Risk: Centurion derives a significant proportion of its revenues from OXY, which is the primary counterparty on its system. Revenues from OXY are supported by long-term contracts with some minimum revenue commitments. Centurion has significant customer concentration to OXY and is expected to remain Centurion's largest customer in the near to intermediate term, as it provides OXY with logistical assets that support its operations. In addition to its own production, OXY also on-ships for others. Although the assets are critical to OXY's production in the Permian, Fitch typically views midstream providers with high counterparty concentration as having exposure to outsized event risk. Lack of Diversification: Centurion derives nearly all of its cash flows from a single asset located in the Permian basin and extending northeast to Cushing, OK. The lack of diversity exposes Centurion to geographic and asset concentration. Furthermore, Centurion lacks customer diversification given that OXY accounts for a significant proportion of its volumes. Some Cash Flow Assurance: Centurion's operations are underpinned by long-term agreements in place with OXY, which includes a minimum revenue commitment extending until 2029. Centurion also has a long-term throughput and deficiency agreement in place with an investment-grade customer. These minimum revenue commitments provide some cash flow assurance with some volumetric downside protection, but these minimum revenue commitments decline over the contract period. The new projects including the Wink-to-Webster and Augustus pipelines will be supported by long-term take or pay contracts from counterparties that are predominantly investment grade. In addition, the Southeast New Mexico oil gathering system has significant acreage dedication. Supportive Sponsor: As of December 2019, Lotus Midstream owned 100% of Centurion. Lotus's sponsor, Encap Flatrock Midstream is expected to remain supportive of the operating profile of Centurion. EnCap committed equity for the purchase of OXY's pipeline assets in 2018 and continues to provide the company with assistance in gaining insights into new areas. EnCap supports Centurion's growth as the company reinvests its cash flows into the business. This further highlights EnCap's commitment going forward as Centurion continues to grow. ESG Considerations: Centurion has a Relevance Score of '4' for Group Structure and financial transparency. As a private company backed by private equity, disclosures are limited compared with public companies. This factor has a negative impact on its credit profile and is relevant to the rating in conjunction with other factors. DERIVATION SUMMARY Centurion's rating is constrained by its size and lack of geographic diversification. Centurion also has significant customer concentration with OXY, contributing nearly 60% of revenues for FYE 2019. The rating also reflects that nearly all cash flows are generated from a single pipeline system, although the company is now expanding with its investment in the Augustus Pipeline and JV interest in Wink-to-Webster. Both Hess Midstream Operations LP (HESM OpCo; BB+/Stable) and Centurion are single basin midstream companies with concentrated but high-quality counterparty risk. HESM OpCo's parent is Hess Corporation (HES; BBB-/Stable). HESM OpCo is located in the Bakken whereas Centurion is located in the Permian basin, where Fitch expects curtailed producer activity in the near term. Although HESM OpCo's leverage is higher than Centurion's, HESM OpCo receives protection from volume downside and other risks from its investment-grade parent, HES in the form of some minimum volume commitments. KEY ASSUMPTIONS -- Fitch utilized its WTI oil price deck of $32/bbl in 2020, $42/bbl in 2021, $50/bbl in 2022 and $52/bbl thereafter; -- The Augustus Pipeline and Wink-to-Webster JV growth projects proceed as planned and are in service in 2021; -- Maintenance capex consistent with management guidance; -- No distributions are made; -- No acquisitions over forecast period. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Expected Leverage (total debt with equity credit/adjusted EBITDA) at or below 3.0x on a sustained basis, with some asset or counterparty diversity. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Credit quality deterioration of its primary counterparty, OXY, in the absence of any meaningful counterparty diversification; -- Any significant delays in the planned in-service date of Augustus Pipeline and the Wink-to-Webster JV project; -- Leverage (total debt with equity credit/adjusted EBITDA) at or above 4.0x on a sustained basis; -- An increase in spending beyond Fitch's current expectations, or acquisitions funded in a manner that pressures the balance sheet; -- Reduced liquidity. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity in Near Term: As of March 31, 2020, Centurion had approximately $48 million in cash and cash equivalents. Centurion also has a credit facility, which provides for $350 million term loan B and a $100 million revolver. The revolver has a sublimit of $25 million for letters of credit. The credit facility can be used to fund capital needs of Centurion and subsidiaries. As of March 31, 2020, no amount was outstanding under the revolver. Centurion has increased its overall facility size with a $75 million term loan and an additional commitment of $25 million on its existing revolver. Obligations under the credit facilities are secured by substantially all tangible and intangible assets of the company. Beginning 1Q19, the term loan has an annual amortization of one percent. The existing and incremental senior secured term loan and secured revolver rank pari passu. Under the facility, Centurion is required to maintain two financial covenants: (1) a debt service coverage ratio of at least 1.10x and (2) net total leverage ratio not exceeding 4.75x. As of March 31, 2020, Centurion was in compliance with the covenants, and Fitch expects the company to maintain compliance in the near term. Debt Maturity Profile: The revolver matures in September 2023. The senior secured term loan B and term loan B-1 mature in September 2025. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS Ratings for Centurion may be negatively influenced by the rating of OXY as its largest counterparty. ESG CONSIDERATIONS Centurion has an ESG Relevance score of 4 for Group Structure and financial transparency. As a private company backed by private equity, disclosures are limited compared to public companies. This factor has a negative impact on its credit profile and is relevant to the rating in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of 3. ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. CENTURION PIPELINE: Moody's Rates $75MM Secured Term Loan 'B1' -------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Centurion Pipeline Company LLC's $75 million senior secured term loan. The outlook is stable. "Centurion is raising additional funding to finance strategic growth projects in 2020-2021, while keeping its cash balances to maintain adequate liquidity," said Elena Nadtotchi, Senior Credit Officer. Assignments: Issuer: Centurion Pipeline Company LLC Gtd. Senior Secured Term Loan, Assigned B1 (LGD4) LGD Adjustments: LGD Senior Secured Bank Credit Facility, Adjusted to (LGD4) from (LGD3) RATINGS RATIONALE The new term loan is rated B1 at the same level as Centurion's corporate family rating and its existing term loan. It ranks pari passu with the existing $350 million senior secured term loan and $100 million senior secured revolving credit facility and benefits from the first-lien claim to substantially all of Centurion's assets. Centurion's B1 corporate family rating reflects rising financial and liquidity risks in 2020. Moody's expects Centurion's revenues and cash flow to decline significantly, compared to its prior expectations, even as the company continues to benefit from material minimum volume commitments provisions, including from Occidental Petroleum Corporation. Centurion has low maintenance investment requirements and has certain flexibility in managing its growth investment commitments. The company will utilize the proceeds from the incremental term loan B-1 to fund the Augustus Pipeline and the investment in the Wink-to-Webster pipeline system, as well as general corporate purposes. These sizable investments combined with a decline in earnings is expected to drive free cash flow generation in 2020 and weaken leverage and liquidity profile. The stable outlook on all ratings reflects the overall strong starting balance sheet at the end of the second quarter of 2020 and significant support to cash flows from the existing MVC commitments. 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. Centurion's adequate liquidity position is supported by cash balances and its $100 million senior secured revolving credit facility expiring in 2023, that remained undrawn at the end of June 2020. The proposed upsizing of the revolver, which Moody's does not expect to be drawn, will provide a small boost to liquidity. The new term loan will have the same financial covenants as the existing. Both the senior secured facility and secured term loan are subject to a debt service coverage ratio covenant of at least 1.10x. In addition, the revolving credit facility is subject to a maximum net leverage ratio of 4.75x net debt/EBITDA. Moody's expects the company to be in compliance with these covenants through 2020-21. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Centurion ratings may be downgraded if its liquidity position were to weaken further or if its leverage were to increase with debt/EBITDA exceeding 4x. While not likely in the near term, the ratings may be upgraded if Centurion maintains good liquidity and low leverage with debt/EBITDA around 2x, maintains high quality of counterparty risk exposures and returns to growth in EBITDA amid a general recovery in the industry. Centurion Pipeline Company LLC, is a wholly-owned subsidiary of Lotus Midstream, LLC, a company headquartered in Sugar Land, Texas, that is focused on the development of midstream infrastructure and services necessary to transport crude oil and condensate from the Permian Basin. The company was established at the beginning of 2018 and is backed by EnCap Flatrock Midstream, a venture capital group with a focus on investing in North American midstream assets. The principal methodology used in these ratings was Midstream Energy published in December 2018. CHAPARRAL ENERGY: Moody's Cuts PDR to D-PD on Bankruptcy Filing --------------------------------------------------------------- Moody's Investors Service downgraded Chaparral Energy, Inc.'s Probability of Default Rating to D-PD from Ca-PD. Chaparral's other ratings were affirmed, including its Corporate Family Rating at Ca and senior unsecured notes rating at C. The Speculative Grade Liquidity rating remains unchanged at SGL-4. The outlook remains negative. Downgrades: Issuer: Chaparral Energy, Inc. Probability of Default Rating, Downgraded to D-PD from Ca-PD Affirmations: Issuer: Chaparral Energy, Inc. Corporate Family Rating, Affirmed Ca Senior Unsecured Notes, Affirmed C (LGD5) Outlook Actions: Issuer: Chaparral Energy, Inc. Outlook, Remains Negative RATINGS RATIONALE Chaparral filed for bankruptcy under Chapter 11 on August 16 resulting in the downgrade of its PDR to D-PD. [1] Chaparral's Ca CFR and C senior unsecured notes ratings reflect Moody's view on potential recovery under the instruments. Shortly following this rating action, Moody's will withdraw all of Chaparral's ratings. Chaparral, headquartered in Oklahoma City, Oklahoma, is an independent exploration and production company in Oklahoma. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. CHINOS HOLDINGS: Seeks Approval to Expand Scope of KPMG Services ---------------------------------------------------------------- Chinos Holdings, Inc. and its affiliates filed a supplemental application seeking approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to expand the scope of KPMG LLP's services. In their supplemental application, Debtors asked the court to authorize the firm to provide additional audit, tax consulting and tax compliance services pursuant to the following engagement agreements: (i) audit services engagement letter dated June 18, 2020; (ii) the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) tax consulting services letters dated June 8, 2020 and July 16, 2020; (iii) the research credit consulting services engagement letter dated June 8, 2020; (iv) the federal, state, tax and local compliance and consulting engagement letter dated May 21, 2020; (v) the IRS appeals consulting engagement letter dated May 19, 2020; and (vi) the global transfer pricing documentation engagement letter dated May 19, 2020. KPMG will be compensated as follows: (i) Audit Services. KPMG will receive a fixed fee in the amount of $945,000 payable in equal installments of $94,500 per month for the 10-month period from May 2020 through March 2021. (ii) CARES Act Services. KPMG will receive a fixed fee in the amount of $10,000 for the initial phase and a fixed fee in the amount of $150,000 for the second phase. (iii) Research Credit Services. KPMG will receive a fixed fee in the amount of $140,000. The fixed fee will be progress billed as follows: Progress billed upon the Amount to be billed occurrence of the Execution of engagement letter $40,000 Delivery of credit numbers $60,000 Delivery of final deliverables $40,000 (iv) Tax Compliance and Consulting Services. KPMG will receive a fixed fee for the tax compliance services in the amount of $847,500, of which $282,500 will be invoiced this fiscal year as follows: To be billed upon the Amount to be billed occurrence of Execution of engagement letter $100,000 August 15th $100,000 Upon completion of tax returns $82,500 KPMG will seek compensation for the tax consulting services based upon the hours actually expended by each assigned staff member. The majority of fees to be charged for the services reflect a reduction of approximately 30 percent from KPMG's normal and customary rates, depending on the types of services to be rendered. The hourly rates for the tax consulting services are as follows: Tax Consulting Services Discounted Rate Partner $850 Senior Manager/Director $750 Manager $600 Senior Associate $450 Associate $300 (v) IRS Appeals Consulting Services. The majority of the hourly fees charged for the services reflect a reduction of approximately 40 percent to 60 percent from KPMG's normal and customary rates, depending on the types of services to be rendered. The hourly rates are as follows: IRS Appeals Consulting Services Discounted Rate Partner $590 Managing Director $590 Senior Manager $527 Manager $444 Senior Associate $371 Associate $298 Paraprofessional $210 (vi) Global Transfer Pricing Services. KPMG will receive a fixed fee in the amount of $85,000, which is comprised of (i) $65,000 in relation to U.S. and non-U.S. transfer pricing documentation studies for 2019, and (ii) $20,000 for the Master File for 2019. The majority of the hourly fees charged for the global transfer pricing services reflect a reduction of approximately 40 percent to 60 percent from KPMG's normal and customary rates, depending on the types of services to be rendered. The hourly rates are as follows: Global Transfer Pricing Services Discounted Rate Partner/Principal $590 Managing Director $590 Senior Manager $527 Manager $444 Senior Tax Associate $371 Tax Associate $298 Paraprofessional $210 Courtney Zeppetella, a certified public accountant and a partner at KPMG, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Courtney Zeppetella KPMG LLP 345 Park Avenue New York, NY 10154-0102 About Chinos Holdings Chinos Holdings, Inc., designs apparels, offering clothing for men, women and children, as well as accessories. Chinos Holdings serves customers worldwide. Chinos Holdings, Inc. and its affiliates, including J.Crew Group, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 20-32181) on May 4, 2020. At the time of the filing, Debtors disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge Keith L. Phillips oversees the cases. Debtors have tapped Weil, Gotshal & Manges, LLP as their bankruptcy counsel, Hunton Andrews Kurth LLP as local counsel, Lazard Freres & Co. LLC as investment banker, Alixpartners LLP as financial advisor, Hilco Real Estate LLC as real estate advisor, and KPMG LLP as tax consultant. Omni Agent Solutions, LLC is Debtors' claims, noticing and solicitation agent and administrative advisor. The official committee of unsecured creditors appointed in Debtors' bankruptcy cases has tapped Pachulski Stang Ziehl & Jones LLP as its legal counsel, Hirschler Fleischer, P.C. as local counsel, and Province, Inc. as financial advisor. CIRQUE DU SOLEIL: Lenders Replace Owners as Lead Bidder ------------------------------------------------------- Cirque du Soleil Entertainment Group announced mid-July 2020 that it has entered into a new "stalking horse" purchase agreement with a group of its existing first lien and second lien secured lenders pursuant to which the Lenders would acquire substantially all of the Company's assets in settlement of Cirque's first and second lien debt. In connection with the entering into the Purchase Agreement with its Lenders, Cirque and its existing shareholders TPG, Fosun, and Caisse de depot et placement du Quebec (the "Shareholders") agreed to mutually terminate the asset purchase agreement announced on June 29 which notably contemplated the creation of a dedicated US$15 million employee fund to provide financial assistance to terminated employees, and a dedicated US$5 million contractor fund to pay outstanding Company obligations to artisans and freelance artists. The Shareholder's proposed agreement, which had set the bar for other bids, assured a path to survival following the forced closure of all of the shows resulting from the COVID-19 pandemic by providing the Company funding, support, and a clear roadmap to relaunch. The Lenders' Purchase Agreement replicates the Shareholders' proposal by providing for the establishment of two funds totaling US$20 million to provide relief to impacted employees and independent contractors. It also includes undertakings to maintain the businesses' headquarters and to have its CEO be based in Montreal, Quebec. On June 30, 2020, Cirque filed for protection from creditors under the Companies' Creditors Arrangement Act ("CCAA") in order to restructure its capital and the Superior Court of Quebec (Commercial Division) (the "Court") granted Cirque's application. A Court hearing is scheduled for July 17 during which the Court will be asked to approve the Purchase Agreement and the sale and investment solicitation process ("SISP"). Subject to the Court's approval, the Lenders' Purchase Agreement will serve as the new "stalking horse" bid in a SISP supervised by the Court and the Court-appointed monitor. The Purchase Agreement sets the floor, or minimum acceptable bid, for an auction of the Company under the Court's supervision pursuant to the SISP, which is designed to achieve the highest offer for the Company and its stakeholders. About Cirque du Soleil Cirque du Soleil U.S. Intermediate Holdings, Inc. is a provider of unique live acrobatic theatrical performances. The company currently operates 6 Cirque du Soleil resident shows, 6 Blue Man Group resident shows and 11 touring shows. For last twelve months ending September 30, 2018 the company's revenue was $832 million. The company's founder, Guy Laliberte, retains a 10% minority interest after a leveraged buyout in July of 2015. TPG Capital Group (55% share), Fosun Capital Group (25% share) and Caisse de depot et placement du Quebec (10% share) purchased 90% the company using the proceeds of the credit facilities plus approximately $630 million of cash equity contribution. In March 2020, the circus was forced by the coronavirus pandemic to shutter dozens of shows in cities worldwide. In early June 2020, the circus reportedly got a proposal from creditors to inject $300 million into Cirque du Soleil under a bankruptcy restructuring that also would convert the company's $900 million in debt into a 100-percent ownership stake. On June 29, 2020, Cirque du Soleil Entertainment Group and certain of its affiliated companies filed for protection from creditors under the Companies' Creditors Arrangement Act ("CCAA") in order to restructure its capital structure. On July 1, 2020, 43 U.S. affiliates filed Chapter 15 cases in the U.S. (Bankr. D. Del.) to seek U.S. recognition of the CCAA cases. The lead case is In re CDS U.S. Holdings, Inc. (D. Del. Lead Case No. 20-11719). The Company is being represented by Stikeman Elliott LLP, Kirkland & Ellis LLP, National Bank Financial Inc. and Greenhill & Co. CLAAR CELLARS: Selling 50-Acre Pasco Property to Blasdels for $749K ------------------------------------------------------------------- Claar Cellars, LLC, and RC Farms, LLC, ask the U.S. Bankruptcy Court for the Eastern District of Washington to authorize the sale of 49.92 acres of real property located at 11201 Taylor Flats Road, Pasco, Franklin County, Washington, Parcel No. 123080013, to Lonnie and Kathryn Blasdel for $15,500/acre, for an approximate total gross purchase price of $748,800, free and clear of liens, encumbrances, rights and interests. The property comprises 76.52 acres of land zoned as Ag Current Use. The Debtors have been approached by the Buyers, husband and wife, or assign about a purchase of the West half of the Tax Parcel. The West half of the parcel will need to be surveyed for a true and correct acreage, but it is believed to consist of approximately 49.92 acres which is under center pivot. The Buyers have offered to pay the sum of $15,500/acre for the Sale Property, for an approximate total gross purchase price of $748,800 according to the terms of the Sale Agreement. The Buyers will provide $10,000 in earnest money by check within two days of the execution of the Sale Agreement. he Sale Agreement would require the Debtors to subdivide the Tax Parcel into two parcels, one of approximately 49.92 acres, with a remaining parcel of approximately 26.6 acres in size. The West 49.92-acre parcel would be sold to the Buyers under the Sale Agreement. The East 26.6-acre parcel would be retained by the Debtor. The Sale Agreement requires the Debtors to take such actions as are necessary to subdivide the Tax Parcel as required by the Sale Agreement. The Debtors are asking as part of the Motion authority to expend funds necessary to subdivide the Tax Parcel. They would not be required to submit any documents to Franklin County in order to approve the subdivision prior to the Buyers' waiver of feasibility contingency. A sixty 60-day due diligence/feasibility contingency in favor of the Buyers in order to evaluate the feasibility of the Sale Property for the Buyers' intended purposes. If they do not provide notice to the Debtors within the 60-day period that the feasibility contingency has been satisfied then the Sale Agreement would terminate and the earnest money would be returned to them. In the event the Buyers waive their contingencies, the sale of the Sale Property would close no later than Nov. 30, 2020. The Debtor believes that the Tax Parcel/Sale Property is subject to a mortgage/deed of trust in favor of HomeStreet Bank. The proceeds from the sale of the Sale Property will be insufficient to pay HomeStreet Bank in full. The Debtors are not aware of any additional liens or encumbrances against the Tax Parcel/Sale Property. The Debtors ask authority to pay the following Closing Costs from the proceeds of the Closing: (a) costs of title insurance; (b) real property taxes, excise tax or other taxes for which the Debtors are responsible under applicable law or the Sale Agreement; (c) recording fees; (d) costs of closing and escrow; and (e) other costs and fees which are customarily charged in connection with real estate closings. The Debtors propose that after payment of the approved Closing Costs, the net proceeds from the sale of the Sale Property will be held by their counsel in a non-interest bearing IOLTA trust account pending further order of the Court. Any liens and encumbrances against the Sale Property, specifically including, but not limited to the lien of HomeStreet Bank, will continue in the Proceeds in the same amount and priority as the liens existed against the Sale Property. No party will be required to take any further action in order to perfect its lien against the Proceeds so long as the parties’ lien against the Sale Property was properly attached and perfected. The Sale Property is not necessary for the Debtors winery operations nor Vineyard and is not related in any way to the operation of the Debtors. The Debtors believe that the price of $15,500/acre proposed by the Buyers represents a fair market value offer for the Sale Property. They have not received any superior offers for the Sale Property from any other third parties. Consummation of the sale to the Buyers will benefit the estate by liquidating non-essential, non-income producing assets and reducing the carrying costs the Estate has of holding those assets. A copy of the Agreement is available at https://tinyurl.com/y33jug27 from PacerMonitor.com free of charge. About Claar Cellars LLC and RC Farms LLC Claar Cellars LLC -- https://www.claarcellars.com/ -- is a family-owned estate winery. It offers a selection of wines, including Riesling, Cabernet Sauvignon, Merlot, Chardonnay, Sauvignon Blanc, Syrah, Sangiovese, and newly planted Pinot Gris, Viognier, Malbec and Petite Sirah. Claar Cellars and its affiliate, RC Farms LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Lead Case No. 20-00044) on Jan. 9, 2020. At the time of the filing, the Debtors each had estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. Judge Whitman L. Holt oversees the cases. The Debtors are represented by Steven H. Sackmann, Esq., at Sackmann Law, PLLC; Toni Meacham, Esq., Attorney at Law; and Roger W. Bailey, Esq., at Bailey & Busey, PLLC. A committee of unsecured creditors has been appointed in Claar Cellars' bankruptcy case. The committee is represented by Southwell & O'Rourke, P.S. COASTAL INTERNATIONAL: AHAC Says Plan Not Mere Revision ------------------------------------------------------- American Home Assurance Company ("AHAC") submitted a response to Coastal International Inc.'s Statement Regarding Support and Approval of Official Committee of Unsecured Creditors of Revised Third Amended Disclosure Statement And Revised Third Amended Plan. AHAC points out that the Committee did not discuss or approve the revised effective date. AHAC asserts that any recovery of preference actions is virtually impossible for unsecured creditors as described in the Statement and Fourth Amended Disclosure Statement. AHAC complains that the hearing on the Disclosure Statement should be reset and heard pursuant to LBR 3017-1. "This fifth iteration of the Disclosure Statement and Plan is not a mere "revision" as the Debtor indicates, but contains new terms and material changes. For example, the Fourth Amended Plan now proposes for the Debtor to have the unilateral power to declare whether the Plan is effective for up to six months after confirmation, see Statement, Page 10 (new definition of "Effective Date"), and places numerous obstacles against any party pursuing what is an illusory grant to a Post-Confirmation Committee of potential preference action recoveries, and no possibility to pursue fraudulent conveyances. See Statement, Pages 3-6. Neither the newly proposed Effective Date nor the requirement for post-confirmation litigation simply in order to pursue any potentially assigned preference actions were discussed by the Committee as far as AHAC is informed – and AHAC is a member of the Committee. AHAC respectfully request that the hearing on the Fourth Amended Disclosure Statement be set on the time frame required by LBR 3017-1 so that AHAC, other creditors and the Committee can appropriately evaluate the new disclosure statement and plan," AHAC tells the Court. Attorneys for American Home Assurance Company: Leib M. Lerner Douglas J. Harris ALSTON & BIRD LLP 333 South Hope Street, Sixteenth Floor Los Angeles, California 90071 Telephone: (213) 576-1000 Facsimile: (213) 576-1100 E-mail: leib.lerner@alston.com E-mail: douglas.harris@alston.com About Coastal International Coastal International, Inc., is a Nevada corporation formed in 1984, which provides trade show installation and dismantling services in the exhibit and event industry. Its operations extend into major cities across the United States, and the Company maintains a staff of trained, full-time employees to handle most any installation and dismantling project from start to finish. Coastal generated approximately $24 million in revenues during 2018. Coastal International sought creditor protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.19-13584) on Sept. 15, 2019. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. The case has been assigned to Judge Theodor Albert. The Debtor tapped Weiland Golden Goodrich LLP as counsel; and Finestone Hayes LLP, as co-counsel. COASTAL INTERNATIONAL: Reacts to Objections, Says Plan Confirmable ------------------------------------------------------------------ Coastal International Inc., submitted a reply to the (1) response of American Home Assurance Company to the Debtor's statement regarding the support and approval of the Official Committee of Unsecured Creditors to the Debtor's revised third amended disclosure statement and revised third amended chapter 11 plan of reorganization; (2) objection of AHAC to the third amended disclosure statement and third amended chapter 11 plan of reorganization. Reply to AHAC's response to statement of support and approval by the committee: The Debtor is willing to revise the Effective Date to: "Effective Date" means the business day designated as such by the Debtor which is on or before 60 days after the hearing on the confirmation of the Plan, but not earlier than 15 days following the entry of the Confirmation Order, unless the order is stayed by order of a court with original or appellate jurisdiction over this Chapter 11 Case, in which event such date will not be earlier than the first business day on or after the 14th calendar day after such stay expires. AHAC makes numerous statements in its response regarding potential preference actions that are completely unsupported by evidence. Debtor cannot respond to such assertions when AHAC has not provided its analysis or list of potential preference actions to the Debtor. With respect to the request by AHAC to continue the hearing on the Disclosure Statement, the Debtor is not opposed to a short continuance if the Court believes it is warranted, although the Debtor requests that the Disclosure Statement be conditionally approved subject to incorporating any comments or requests by the Court. Reply to AHAC's objection: AHAC points out that the third party funding is adequately disclosed, this is a feasibility issue and evidence will be provided by the Debtor in support of confirmation of the Plan on this issue. AHAC asserts that the post-confirmation Committee is adequately disclosed. The members of the Committee are disclosed in the Notice of Appointment of Committee filed by the Office of the United States Trustee which is a publicly filed pleading in this bankruptcy case. AHAC complains that the preference actions and avoidance actions are adequately disclosed. AHAC, without evidence or disclosure, asserts that the Estate has additional avoidance action claims. The Debtor has requested that AHAC provide this list of potential avoidance actions, but none has been provided by AHAC. According to AHAC, priority wage claims are adequately disclosed. The claim amounts set forth in Class 2 are the amounts of claims actually filed in the Debtor's bankruptcy case and the amounts showing as outstanding on the Debtor's books and records. AHAC points out that the rejection damages are adequately disclosed. In the case of AHAC, which holds the largest claim from Classes 3 and 4, the potential reduction in the recovery to AHAC will only be $10,000. Again, the Debtor is not withholding information, but has been transparent throughout this process. AHAC asserts that the Plan is confirmable. The issue of the asserted violation of the absolute priority rule and amount of new value contribution is simply contradicted by the proceedings in this case. Attorneys for the Debtor: Jeffrey I. Golden Reem J. Bello WEILAND GOLDEN GOODRICH LLP 650 Town Center Drive, Suite 600 Costa Mesa, California 92626 Telephone 714-966-1000 Facsimile 714-966-1002 E-mail: jgolden@wgllp.com rbello@wgllp.com About Coastal International Coastal International, Inc., is a Nevada corporation formed in 1984, which provides trade show installation and dismantling services in the exhibit and event industry. Its operations extend into major cities across the United States, and the Company maintains a staff of trained, full-time employees to handle most any installation and dismantling project from start to finish. Coastal generated approximately $24 million in revenues during 2018. Coastal International sought creditor protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-13584) on Sept. 15, 2019. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. The case has been assigned to Judge Theodor Albert. The Debtor tapped Weiland Golden Goodrich LLP as counsel; and Finestone Hayes LLP, as co-counsel. COLETTE WALLACE: 73 Bainbridge Buying Brooklyn Property for $1.7M ----------------------------------------------------------------- Colette Wallace asks the U.S. Bankruptcy Court for the Eastern District of New York to authorize the sale of the real property known as and located at 73 Bainbridge Street, Brooklyn, New York to 73 Bainbridge Street, LLC for $1.7 million. On March 17, 2020, subsequent to the Petition Date, the Debtor entered into the contract, subject to the Court's approval to sell the Bainbridge Property to the Buyer. A good faith deposit of $85,000 was made by the prospective purchasers and said sum has been placed in escrow pending Court's approval of the contract. The proposed Contract to sell the Bainbridge Property is in the best interest of the Debtor's and its bankruptcy estate. The proposed sale of the Bainbridge Property will maximize the value to the estate and will therefore be beneficial to the Debtor and creditors. Furthermore, there are no broker's fees to be paid by the Debtor in connection with the sale. It is in the best interest of all parties to sell the Debtor's premises, free and clear of liens. The Debtor has determined that a prompt sale of the Real Property is essential and necessary in order to maximize the value thereof for her estate and will maximize the recovery to creditors. The Debtor believes that any delay in consummating the sale of her real estate would result in substantial devaluing and depletion of her estate as interest continues to grow daily on the amounts she owed against her real estate. The Debtor, in her business judgment, believes that a private sale rather than a sale through a bidding auction process for the sale of the Bainbridge Property is in her best interest. Furthermore, a bidding auction process would delay the sale and it is unlikely that it would result in a higher purchase price. It is therefore her business judgment that there will be no benefit to her estate by engaging in a bidding process and that the proposed private sale will result in a full and fair process that will have the most benefit to her under the present circumstances. Of great importance is the fact that the proceeds realized from the sale will be sufficient to pay the Debtor's creditors. Having entered into the Proposed Contract to sell the Bainbridge Property, the Debtor intends to soon file a chapter 11 plan of liquidation for the Debtor. Pursuant to N.Y. Tax Law Section 1405(b)(8), she submits that the Sale is exempt from New York State real estate transfer tax because it is pursued under the Bankruptcy Code and is an integral part of the chapter 11 plan to be filed. Specifically, the transfer of the Property is exempt for New York City real property transfer tax under section 1146(a) of the Bankruptcy Code. The proceeds of the Sale will be an integral component in connection with the consummation of the plan. A copy of the Contract is available at https://tinyurl.com/yxsqqtfk from PacerMonitor.com free of charge. A hearing on the Motion is set for Aug. 26, 2020 at 2:00 p.m. Colette Wallace sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 19-43541) on June 6, 2019. The Debtor tapped Clover M. Barrett, Esq., at Clover Barrett & Associates, P.C., as counsel. CONGOLEUM CORP: Has $28M Bid From Noteholders --------------------------------------------- Law360 reports that flooring manufacturer Congoleum Corp. has obtained $28 million stalking horse credit bid from a noteholder group in hand as it enters Chapter 11, it told told a New Jersey bankruptcy judge. In a declaration, CEO Christopher O'Connor said liquidity problems caused by pension and environmental liabilities and the slow collapse of its relationship with its main distributor were exacerbated when the pandemic cut sales in half, sending it into Chapter 11. About Congoleum Corp. Founded in 1886, Congoleum Corporation -- https://www.congoleum.com/ -- manufactures and sells vinyl sheet and tile products for both residential and commercial markets. Its products are used in remodeling, manufactured housing, new construction, commercial applications and recreational vehicles. Congoleum was started in 1828, in Kirkaldy, Scotland, as a manufacturer of heavy canvas sailcloth, sold to manufacturers of floorcloth, which was a precursor to linoleum. The Company first filed for Chapter 11 protection on Dec. 31, 2003 (Bankr. D.N.J. Case No. 03-51524) as a means to resolve claims asserted against it related to the use of asbestos in its products decades ago. Congoleum's reorganization plan became effective as of July 1, 2010. By operation of the reorganization plan, American Biltrite's ownership interest in Congoleum was eliminated and new shares in Congoleum were issued to certain of Congoleum's prepetition creditors. Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A. Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S. Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander & DeLuca, LLP, represented the Debtors. Congoleum Corporation again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 20-18488) on July 13, 2020. The petition was signed by Christopher O'Connor, chief executive officer/president. The Debtor was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Michael B. Kaplan presides over the present case. In the present case, Warren A. Usatine, Esq., Felice R. Yudkin, Esq., and Rebecca W. Hollander, Esq. of Cole Schotz P.C. serve as counsel to the Debtor. B. Riley FBR, Inc. serves as financial advisor and investment banker to the Debtor; Phoenix Management Services, LLC as financial advisor; and Prime Clerk LLC as claims and noticing agent. CONGOLEUM CORP: Returns to Chapter 11 After 10 Years ---------------------------------------------------- Congoleum, one of America's oldest resilient flooring manufacturers, in mid-July 2020 initiated voluntary reorganization proceedings in the district of New Jersey under Chapter 11 of the U.S. Bankruptcy Code. The company intends to use the court process to pursue a financial restructuring designed to reduce its current debt load, maximize value and position the company for long-term success. Congoleum plans to continue operating in the ordinary course of business, under the court's supervision, and remains committed to being the consumer-centric company that has shaped the resilient flooring industry for more than a century. "Congoleum is EBITDA-positive and growing, but we must achieve a more viable capital structure," said Congoleum CEO Chris O’Connor. " Today's reorganization announcement represents a decisive, positive step that will strengthen our position for future prosperity. Over the past 134 years, Congoleum has earned the distinction of being one of the most respected and well-recognized national flooring brands. We will continue serving our customers, employees and other stakeholders, operating business as usual throughout this process." "Despite our numerous achievements during the past several years, the company remains saddled with high legacy debt and increasing costs associated with running the business. As the industry adapts to changes in product mix, import vs. domestic production, and rising operating costs, these contributing factors make the current level of debt unsustainable," O'Connor explained. "For the last few months, we have engaged in discussions with our lenders to evaluate a range of potential strategic plans for the company. Ultimately, we determined that the best way to protect the company, for the benefit of all stakeholders, is to reorganize through this court-supervised process." Stressing that it is "business as usual" at Congoleum, O'Connor noted that the company had proactively filed expected motions as part of the court-supervised process and intends to work closely with creditors, customers and employees to identify value-maximizing restructuring plans that will benefit all stakeholders. About Congoleum Corp. Founded in 1886, Congoleum Corporation -- https://www.congoleum.com/ -- manufactures and sells vinyl sheet and tile products for both residential and commercial markets. Its products are used in remodeling, manufactured housing, new construction, commercial applications and recreational vehicles. Congoleum was started in 1828, in Kirkaldy, Scotland, as a manufacturer of heavy canvas sailcloth, sold to manufacturers of floorcloth, which was a precursor to linoleum. The Company first filed for Chapter 11 protection on Dec. 31, 2003 (Bankr. D.N.J. Case No. 03-51524) as a means to resolve claims asserted against it related to the use of asbestos in its products decades ago. Congoleum's reorganization plan became effective as of July 1, 2010. By operation of the reorganization plan, American Biltrite's ownership interest in Congoleum was eliminated and new shares in Congoleum were issued to certain of Congoleum's prepetition creditors. Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A. Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S. Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander & DeLuca, LLP, represented the Debtors. Congoleum Corporation again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 20-18488) on July 13, 2020. The petition was signed by Christopher O'Connor, chief executive officer/president. The Debtor was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Michael B. Kaplan presides over the present case. In the present case, Warren A. Usatine, Esq., Felice R. Yudkin, Esq., and Rebecca W. Hollander, Esq. of Cole Schotz P.C. serve as counsel to the Debtor. B. Riley FBR, Inc. serves as financial advisor and investment banker to the Debtor; Phoenix Management Services, LLC as financial advisor; and Prime Clerk LLC as claims and noticing agent. COVENANT CHURCH: Hires Bentz Law Firm as Special Counsel -------------------------------------------------------- Covenant Church of Pittsburgh, seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Bentz Law Firm, P.C., as special counsel to the Debtor. Covenant Church requires Bentz Law Firm to represent and provide legal services to the Debtor in relation to the litigation involving real estate tax assessments in two matters styled as Covenant Church of Pittsburgh vs. Wilkinsburg Borough School District, et al., and Case No. GD 19-008667, and Covenant Church of Pittsburgh vs. Allegheny County, et al., Case No. GD 19-014955, both in the Court of Common Pleas of Allegheny County, Pennsylvania. Bentz Law Firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. David Barton, partner of Bentz Law Firm, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Bentz Law Firm can be reached at: David Barton, Esq. BENTZ LAW FIRM, P.C. 680 Washington Road, Suite 200 Pittsburgh, PA 15228 Tel: (412) 563-4500 E-mail: djbarton@bentzlaw.com aebentz@bentzlaw.com About Covenant Church of Pittsburgh Covenant Church of Pittsburgh, a tax-exempt religious organization in Pittsburgh, Pa, filed a Chapter 11 petition (Bankr. W.D. Penn. Case No. 20-21778) on June 9, 2020. The petition was signed by Bishop Joseph L. Garlington Sr. At the time of the filing, the Debtor was estimated to have assets of $1 million to $10 million and liabilities of the same range. The Debtor is represented by Robert O Lampl Law Office. CREATIVE HAIRDRESSERS: Hires Baker Tilly as Tax Service Provider ---------------------------------------------------------------- Creative Hairdressers, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Maryland to employ Baker Tilly Virchow Krause, LLP, as tax service provider to the Debtor. Creative Hairdressers requires Baker Tilly to: (a) complete the preparation of the 2018 Federal and State income tax returns for the Debtors and prepare any required pass-through entity non-resident estimated tax payments; (b) advise the Debtors on any additional work required due to tax legislation in accordance with the Tax Cut and Jobs Act ("TCJA") enacted in December 2017; (c) provide tax consulting, planning and business advisory services if requested by the Debtors; and (d) advise the Debtors regarding other state or federal income tax questions that may arise in the course of this engagement, as requested by the Debtors, and as may be agreed to by Baker Tilly. Baker Tilly will be paid a flat fee of $70,000. As of the Petition Date, Baker Tilly believes that the Debtors' pro rata portion of the outstanding receivables is $88,700. Upon Baker Tilly's retention in these Cases, Baker Tilly will waive any amounts due from the Debtors. Baker Tilly did not receive any payments from the Debtors in the 90-day period preceding the Petition Date. Baker Tilly will also be reimbursed for reasonable out-of-pocket expenses incurred. Scott A. Barnard, a partner of Baker Tilly, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Baker Tilly can be reached at: Scott A. Barnard BAKER TILLY VIRCHOW KRAUSE, LLP 8140 Corporate Drive, Suite 140 Baltimore, MD 21236 Tel: (410) 539-8580 About Creative Hairdressers Creative Hairdressers, Inc. -- http://www.ratnerco.com/-- operates over 750 salons nationwide under the trade names Hair Cuttery, BUBBLES, and Salon Cielo. The company began in 1974 to create a quality whole-family salon where stylists could make a good living. Today, the family of salons continues to share this commitment with a transparent, people-first culture that offers the best career trajectory in the industry for salon professionals, field leaders and corporate employees. Creative Hairdressers and Ratner Companies, L.C., sought Chapter 11 protection (Bankr. D. Md. Case No. 20-14583 and 20-14584) on April 23, 2020. Creative Hairdressers was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. Creative Hairdressers is represented by Shapiro Sher Guinot & Sandler. Carl Marks Advisors is acting as strategic financial advisor to assist the Company in the process. A&G Realty Partners is the real estate advisor. Epiq Bankruptcy Solutions is the claims agent. HC Salon Holdings, Inc., is represented by DLA Piper LLP (US). DALLAS EUROPEAN: To Seek Plan Confirmation Aug. 25 -------------------------------------------------- Judge Brenda T. Rhoades has ordered that the Amended Dallas European Auto, LLC's Disclosure Statement is conditionally approved. The telephonic hearing to consider final approval of the Debtor's Disclosure Statement (if a written objection has been timely filed) and to consider the confirmation of the Debtor's proposed Chapter 11 Plan is fixed and shall be held on Aug. 25, 2020 at 9:30 a.m. Aug. 19, 2020 is fixed as the last day for filing and serving written objections to: (1) final approval of the Debtor’s Disclosure Statement; or (2) confirmation of the Debtor’s proposed Chapter 11 plan. Aug. 21, 2020 is fixed as the last day for filing written acceptances or rejections of the Debtor's proposed Chapter 11 plan which must be received by 5:00 p.m. (CDT). Chapter 11 Plan The Debtor's assets consist primarily of equipment used in the operation and a small amount of office furniture and inventory. The Plan provides that Class 5 Claimants (Allowed Secured Claims of City Bank) are impaired and shall be satisfied as follows: Debtor executed that certain Promissory Note dated May 7, 2018 in favor of City Bank in the original principal amount of $175,000. City perfected its interest in the Collateral by filing a UCC-1 Financing Statement on May 8, 2017 document number 180016139069. City has filed a Secured Proof of Claim in the amount of $140,210.89. The Debtor would show that the value of the Collateral is $50,000. City shall have a secured claim for $50,000 to be paid in 60 equal monthly installments with interest at the rate of 5% per annum commencing on the Effective Date. Class 6 Claimants (Allowed Secured Claims of TD Auto Finance) are impaired and will be satisfied as follows: Debtor executed that certain Motor Vehicle Retail Installment Contract dated May 28, 2018 in favor of TD Auto Finance, LLC for the purchase of that certain 2016 Cadillac Escalade VIN 1GYS3CKJ4GR151009. On March 17, 2020 this Court entered an Agreed Order Regarding Automatic Stay between the Debtor and TD. The terms of the Order are incorporated into this Plan, and the treatment of TD under the Plan, is the treatment afforded TD under the Order. Class 7 Claimants (Allowed Unsecured Creditors) are impaired and shall be satisfied as follows: All allowed unsecured creditors shall share pro rata in the unsecured creditors pool. The Debtor shall make monthly payments commencing on the Effective Date of $3,000 into the unsecured creditors' pool. The Debtor will make a total of 60 payments into the unsecured creditors pool with the first payment being made on the Effective Date. Based upon the Debtor schedules the Class 7 creditor will receive approximately 35% of their Allowed Claims. The Debtor anticipates the continued operations of the business to fund the Plan. A full-text copy of the Disclosure Statement dated July 15, 2020, is available at https://tinyurl.com/yxv2lfud from PacerMonitor.com at no charge. Proposed attorneys for the Debtor: Eric A. Liepins ERIC A. LIEPINS, P.C. 12770 Coit Road, Suite 1100 Dallas, Texas 75251 Tel: (972) 991-5591 Fax: (972) 991-5788 About Dallas European Auto Dallas European Auto, a Mercedes-Benz repair shop in Plano, Texas, filed its voluntary Chapter 11 petition (Bankr. E.D. Tex. Case No. 20-40175) on Jan. 17, 2020. At the time of the filing, the Debtor estimated $50,000 in assets and $1 million to $10 million in liabilities. Eric A. Liepins, P.C., is the Debtor's legal counsel. DALLAS TRADING: PointBridge to Receive $25K Over 5 Years -------------------------------------------------------- Dallas Trading Enterprises, Inc., filed the Amended Disclosure Statement describing Plan of Reorganization dated July 16, 2020. Class 3 Claimant (Allowed Secured Claim of PointBridge Corporation) are impaired. On or about July 18, 2014, Debtor executed that certain Promissory Note ("Note #1") in favor of PointBridge Corporation ("PointBridge") in the original principal amount of $7,667. On or about Feb. 5, 2016, the Debtor executed that certain Promissory Note (“Note #2") in favor of PointBridge in the original principal amount of $15,739. Both Note #1 and Note #2 where secured through the transfer of Tax Liens on the real property located at 201 W Morgan Street, Meridian, Texas ("Property") and duly perfected by PointBridge. PointBridge has filed a Proof of Claim in the amount of $24,944. PointBridge will have a Secured Claim in the amount of $24,944 which will be payable in 60 equal monthly payments with interest at the rate of 13.5% per annum commencing on the Effective Date. The monthly payment will be $573.95. PointBridge will retain its lien on the Property until paid in full in accordance with the terms of this Plan. A full-text copy of the Amended Disclosure Statement dated July 16, 2020, is available at https://tinyurl.com/y39qatfk from PacerMonitor.com at no charge. The Debtor is represented by: Eric A. Liepins ERIC A. LIEPINS, P.C. 12770 Coit Road, Suite 1100 Dallas, Texas 75251 Tel: (972) 991-5591 Fax: (972) 991-5788 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. DANCEL LLC: Unsecured Creditors to Be Paid From Remaining Funds --------------------------------------------------------------- Dancel, L.L.C., submitted a Second Amended Disclosure Statement explaining its Chapter 11 Plan. The Debtor owns no real property. All personal property known to the Debtor is described in detail in the Debtor's schedules. In summary, this property consists of the following: 1. Cash on hand in the amount of $800.00 per store. 2. Cash on hand collectively amongst the stores as of August 20, 2019: $4,315. 3. Prepetition Bank Accounts: Debtor held several bank accounts with a total balance of approximately $49,000.00 at the time of filing. 4. Back office equipment used for restaurants and located at any given location: $22,000.00. 5. Equipment used in the operation of its franchises $300,000.00 6. A 1999 Chevy Malibu: $1,000.00. 7. Safes for each store ($500/each): $3,000.00. 8. Buildings and Improvements J1261: $200,000.00 present value discount. 9. Buildings and Improvements J1263: $200,000.00 present value discount. 10. Perishable food inventory: $15,000.00 11. All values ascribed to the assets above are from the Debtor. 12. Assumed unexpired Commercial and Ground Leases for which debtor is a tenant J1261, J1263, J1264, J1265, J1267, J1268; 13. Interest in those franchise agreements relating to stores J1261, J1263, J1264, J1265, J1267, J1268; 14. Business goodwill $1,000,000. Class 7 General Unsecured Claims are impaired. The holders of allowed Class 7 claims shall be paid pro rata from the following sources: (1) the remaining monies from the sale of the Franchise after payment of all allowed administrative claims, allowed secured claims and allowed priority unsecured claims and trustee fees; and (2) from those monies received in connection with the sale or ultimate disposition of the Mattis Judgment after Debtor pays any monies necessary to collect upon the same; and only after. Class 8 Contingent, Unliquidated, and Disputed Claims will receive no distribution under the Plan. Class 9 Debtors' Interest is impaired. On the Effective Date, all estate property shall vest in the Debtor. The Plan will be funded from two sources: 1. Proceeds from the sale of the Franchises, Lease and related assets of the Debtor contemplated by the Purchase Agreement; 2. Sale of the Mattis Judgment. 3. New value from Don Lay, having surrendered his right to pursue an administrative expense claim relating to having paid off Pawnee Leasing (POC # 3) and Class 5 Secured Claim in the amount of $50,000; and 4. Cash on hand at the close of escrow when Debtor ceases operations. A full-text copy of the Second Amended Disclosure Statement dated July 15, 2020, is available at https://tinyurl.com/y6mms7z9 from PacerMonitor.com at no charge. Attorney for Debtor: THE LAW OFFICE OF C.R. HYDE, PLC 2810 N. SWAN RD. SUITE 160 TUCSON, ARIZONA 85712 TELEPHONE: (520) 270-1110 About Dancel L.L.C. Dancel, L.L.C., owns and operates restaurants with multiple locations in Bernalillo County, N.M. Dancel filed a voluntary Chapter 11 petition (Bankr. D. Ariz. Case No. 19-10446) on Aug. 20, 2019. In the petition signed by Laura Olguin, manager, the Debtor was estimated to have $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Scott H. Gan. Charles R. Hyde, Esq., at The Law Offices of C.R. Hyde, PLC, serves as the Debtor's counsel. DANCOR TRANSIT: Proposes Aug. 24 - Sept. 9 Auction of Trucks ------------------------------------------------------------ Dancor Transit, Inc., asks the U.S. Bankruptcy Court for the Western District of Arkansas to authorize the auction sale of its interests in the Trucks located at its place of business in Van Buren, Crawford County, Arkansas. The Trucks are more particularly described as follows: Truck No. Year Make Type Mileage VIN 4028 2014 Peterbilt Daycab 317306 1XPBD49X4ED237707 4022 2014 Kenworth Sleeper 571642 1XKAD49X0EJ396680 4017 2014 Kenworth Sleeper 720752 1XKAD49X2EJ396700 4004 2014 Kenworth Sleeper 704273 1XKAD49X0EJ396677 96671 2014 Kenworth Sleeper 743155 1XKAD49XXEJ396671 96668 2014 Kenworth Sleeper 588515 1XKAD49XXEJ396668 96662 2014 Kenworth Sleeper 576845 1XKAD49X9EJ396662 96658 2013 Kenworth Daycab 479467 1XKDD49X0EJ396658 96655 2013 Kenworth Daycab 538994 1XKDD49X5EJ396655 96674 2014 Kenworth Sleeper 558886 1XKAD49X8EJ396674 73687 2015 Peterbilt Sleeper 661793 1XPBD49X4FD273687 73688 2015 Peterbilt Sleeper 619133 1XPBD49X6FD273688 241 1999 Freightliner Daycab 423009 1FV8F0Y9XXLF09517 242 1999 Freightliner Daycab 510391 1FV8F0Y91XLF09518 52797 2014 Peterbilt Daycab 320377 1XPDD49X5FD252979 73685 2015 Peterbilt Sleeper 593114 1XPBD49X0FD273685 96696 2014 Kenworth Sleeper 372669 1XKAD49X4EJ396696 96663 2014 Kenworth Sleeper 707397 1XKAD49X0EJ396663 4002 2014 Peterbilt Daycab 281472 1XPBD49X0FD251850 4041 2014 Kenworth Sleeper 581200 1XKAD49X1EJ396705 4037 2014 Kenworth Sleeper 683075 1XKAD49X7EJ396675 4045 2014 Kenworth Sleeper 686730 1XKAD49X43J396665 4044 2014 Peterbilt Daycab 303346 1XPBD49X8E23770 On July 20, 2020, the Debtor filed its Motion to Approve Sale of Equipment by Public Auction, Free and Clear of Liens, and Notice of Opportunity to Object. The Motion asks authorization to sell the Trucks at public auction. PACCAR Financial Corp. holds a first priority lien on certain equipment of the Debtor that is the subject of the Motion. On information and belief, the total amount due and owing to PFC at the Petition Date was $965,185, exclusive of post-petition interest, costs, and attorneys' fees. After filing the Motion, the Debtor and PACCAR recognized errors in the list of trucks included in the Motion. The Debtor now files the amendment to correct the list of Trucks. Accordingly, it asks it be allowed to amend the Motion and substitute the list of Trucks included therein. All remaining allegations and requests for relief, and terms and conditions of the proposed sale included in the Motion remain unchanged, are incorporated by reference, and will apply to the sale of the Trucks described. All rights and claims afforded to creditor PACCAR Financial Corp. in the Motion remain unchanged. Objections, if any, must be filed within 21 days from the date of Notice. About Dancor Transit Dancor Transit Inc., a trucking company headquartered in Van Buren, Ark., sought Chapter 11 protection (Bankr. W.D. Ark. Case No. 20-70536) on Feb. 27, 2020. The petition was signed by Dancor President Dan Bearden. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million and estimated liabilities of the same range. Keech Law Firm, PA, led by Kevin P. Keech, Esq., is the Debtor's legal counsel. DATABASEUSA.COM: Ch.11 Filing Clouds Debt & Court-Mandated Payment ------------------------------------------------------------------ Ray Schultz, writing for Media Post, reports that DatabaseUSA and its founder Vinod Gupta suffered a double loss in the U.S. Court of Appeals for the Eighth Circuit in April -- Gupta was ordered to pay $10.2 million in a breach-of-agreement judgment, and DatabaseUSA was told to hand over $11.2 million for copyright infringement. Gupta paid the personal judgment in May 2020. But the DatabaseUSA payment remains in limbo, thanks to the Chapter 11 bankruptcy filing made by DatabaseUSA in January 2019. The bankruptcy case is complicated as such things go, and may take time to resolve, judging by a partial reading of documents on file with the U.S. Bankruptcy Court for the District of Nevada. In a filing in March 2019, Infogroup claimed acknowledgement by Gupta and company that there were "two purposes for this bankruptcy" -- one being "to prevent Infogroup from executing on a judgment, pending appeal, without posting bond." The second was to assert that "Debtor is judgment proof by reason of insider liens," in the event of a loss on appeal, the company added. In schedules filed last year, DatabaseUSA claimed to owe a $34.4 million secured debt to its 90.13% owner Everest Group LLC, according to Infogroup. Gupta controls "both Debtor and Everest Group LLC," Infogroup asserted. In another filing, Infogroup alleged that DatabaseUSA is "one of many affiliated entities controlled by Vinod Gupta," adding: "Confusion and mystery surround the interrelationships of such entities." An Infogroup spokesperson earlier said it would not comment on the litigation or collection. In a filing, DatabaseUSA described itself in a filing as "a leading provider of full-service database and e-mail marketing solutions providing detailed information on over 15 million businesses and over 245 million consumers." The company said its annual gross revenue had grown from over $1.6 million in its first year to over $9.25 million in 2018. Gupta is the founder of both Infogroup and DatabaseUSA. Formed after he left Infogroup, DatabaseUSA infringed Infogroup's copyright by copying its database, according to the U.S. District Court for the District of Nevada. Among the compelling factors was the discovery of Infogroup's seed names in the DatabaseUSA database. DatabaseUSA destroyed its database in 2014 after Infogroup won a preliminary injunction against it. In the interest of full disclosure, this reporter did some work for an Infogroup subsidiary, Edith Roman, a decade ago. About DatabaseUSA DatabaseUSA.com LLC -- https://databaseusa.com/ -- provides full-service database and email marketing solutions. It offers customers a database of 15 million businesses. DatabaseUSA.com sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 19-10001) on Jan. 1, 2019. At the time of the filing, the Debtor was estimated to have assets of $10 million to $50 million and liabilities of $10 million to $50 million as of the bankruptcy filing. The case is assigned to Judge Bruce T. Beesley. The Debtor tapped Dvorak Law Group, LLC, as its bankruptcy counsel. DAVID ARRIGONI: Dallas Buying Tallahassee Property for $145K ------------------------------------------------------------ David Arrigoni asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of all right, title, and interest in the property located at 1845 Rodeo Drive, Tallahassee, Florida to Samique Dallas, pursuant to the terms of the Contract for Sale and Purchase, free and clear of all liens, interests, claims and encumbrances, for $145,000. The Chapter 11 Plan, which was confirmed on April 19, 2019, provides for the Debtor to sell the Property, the legal description of which is as follows: Lot 23, Block B of Frontier Estates, Unit T2 & 3, according to the plat thereof as recorded in Plat Book 10, Page 60, of the Public Records of Leon County, Florida. With respect to the Property, Paragraph III(B)(1)(C) of the Chapter 11 Plan provides as follows: The Debtor will sell the following properties within six months after the Effective Date of the Plan: (i) 8323 Portsmouth Ct., Tallahassee, Florida and (ii) the Property. It provides that upon the sale of the Property, the Debtor will pay all delinquent property taxes owed to the Leon County Tax Collector for the Property and will pay the remaining amount due on Nationstar's claim in full. Any other Secured Claim secured by [the Property] will be satisfied in full through sale of the collateral. Any deficiency claim is a general Unsecured Claim treated in Section III(B)(2). In addition to the property taxes and Nationstar mortgage, the Property is encumbered by a junior mortgage lien in favor of Iberia Bank in the original amount of $60,000, a judgment lien in favor of Iberia Bank for $448,575.26, and three IRS tax liens in the total amount of $200,361. Pursuant to Paragraph III(B)(1)(f) of the Chapter 11 Plan, after satisfaction of the first mortgage in favor of Nationstar, any remaining proceeds from the sale of the Property will be paid to Iberia Bank. The Buyer will pay to the Debtor in immediately available funds on the Closing Date, the Purchase Price (subject to any adjustments, as may be provided in the Contract) less deposits already received. The Seller will pay up to $4,350 for the broker's fee, documentary stamp taxes and recording fees for the Deed, mortgagee's title insurance, owner's title insurance, and the Seller's attorney’s fees. The Buyer will pay for appraisal fees, the Buyer's attorney’s fees, credit report, documentary stamp taxes and recording fees on the Note and Mortgage, flood certification letter, loan origination fees and points, mortgagee's title insurance, owner's title insurance, prepaid interest, taxes, hazard insurance and homeowners' dues, recording fees, survey, and any of the Seller's costs in excess of $4,350. From the Seller's Proceeds, the Seller will be authorized to pay from the Sale Proceeds at Closing all customary fees and costs associated with such a transaction, including without limitation taxes, recording fees, the settlement fee, owner's title insurance premium title search costs, title disbursement fees, title closing fees, title document preparation/notary fees, courier/FedEx fees, recording fees, and other customary title and closing fees and costs. The Seller will be authorized to pay to the Escrow, Title and Closing Agent from the Sale Proceeds at Closing those fees and costs customarily charged by escrow, title and closing agents including without limitation, the settlement fee, title agent's share of title premium, closing fees, title document preparation and notary fees. The closing of the transaction will occur after entry of an Order granting this Motion, but no later than Aug. 31, 2020. The known potential lienholders or interest holders are: Nature of Lien or Interest Party Asserting Interest County Book/Page #u Mortgage Lien Nationstar Mortgage, LLC 2988/263 Mortgage Lien Iberia Bank 3493/1029 Judgment Lien Iberia Bank 4735/262 Federal Tax Lien Internal Revenue Service 4898/496 Federal Tax Lien Internal Revenue Service 4901/1096 Federal Tax Lien Internal Revenue Service 5077/641 The Debtor proposes to sell the Property free and clear of all liens, claims, interests, and encumbrances, including, without limitation, those liens and interests identified. The Debtor believes that the only creditors with potential liens on or interests in the Property are: a. Nationstar Mortgage, LLC is the holder of a mortgage that was originally recorded by Bank of America on Nov. 12, 2003 at Official Records Book 2988, Page 263 of the public records of Leon County, Florida in the original amount of $78,400. Nationstar filed Claim No. 8 in the case, indicating that the amount due as of the filing date was $54,721. b. Iberia Bank is the holder of a mortgage that was originally recorded by the Bank of Tallahassee on April 24, 2006 at Official Records Book 3493, Page 1029, and subject to a Modification of Mortgage recorded at Book 3867, Page 16118 in the original amount of $60,000. c. Iberia Bank is also the holder of a judgment lien recorded on Nov. 17, 2014 at Book 4735, Page 262 in the amount of $448,575. d. The U.S. Department of the Treasury Internal Revenue Service is the holder of three federal tax liens. The first lien for $19,890 was recorded on Feb. 23, 2016 at Book 4898, Page 496. The second lien for $159,663 was recorded on March 3, 2016 at Book 4901, Page 1096. The third lien for $20,808 was recorded on June 21, 2017 as Book 5077, Page 641. These liens will attach to the proceeds of the sale of the Property and, since the sale proceeds are in an amount greater than the aggregate value of all liens, section 363(f)(3) will be satisfied. Since the lien wills attach to the net proceeds of the sale, the sale of the Property will adequately protect and compensate the holders of the liens. Iberia Bank voted in favor of the Chapter 11 Plan, which provided for the sale of the Property. Finally, the Debtor asks the Court to waive the requirements of Bankruptcy Rule 6004(h). A copy of the Contract is available at https://tinyurl.com/yyn92mpu from PacerMonitor.com free of charge. The bankruptcy case is In re David Arrigoni (Bankr. M.D. Fla. Case No. 8:17-bk-07940-MGW). DAVID CROWE: Ariz. Judge Rules in TPT Trade Secrets Row ------------------------------------------------------- In the case captioned TURBINE POWERED TECHNOLOGY, LLC, Plaintiff, v. DAVID K. CROWE and COLLEEN M. CROWE, Defendants, Adversary Case No. 4:19-ap-00260-BMW (Bankr. D. Ariz.), Chief Bankruptcy Judge Brenda Moody Whinery denied Debtors/Defendants David K. Crowe and Colleen M. Crowe's motion for partial summary judgment (Counts I, II and III). Pre-petition, Tucson Embedded Systems, Inc., Advanced Turbine Services, LLC, and TPT engaged in business dealings pertaining to a turbine engine control system called the Industrial Digital Engine Controller. From approximately 1997 until approximately 2015, Crowe was the CEO of and had an ownership interest in TES. He was also a software engineer who worked on the development of the iDEC. Crowe and the other principals of TES also had ownership interests in Arizona Turbine Technology, Inc. The Crowes assert that TES developed the iDEC independently of TPT. TPT asserts that it and TES jointly developed certain iDEC controls technology pursuant to a vendor agreement with ATS. These iDECs were installed into turbine hydraulic fracturing units. Crowe marketed the iDEC through ATT, although the parties dispute whether he did so in the course and scope of his employment. In February 2014, TES commenced a lawsuit against TPT for alleged unpaid invoices asserted a counterclaim for misappropriation of trade secrets. TES filed a motion for partial summary judgment with respect to TPT's trade secrets claim, and in March 2016, the district court granted the motion for partial summary judgment on the basis that TPT had "failed to provide enough detail about the alleged trade secrets for TES or th[e] Court to adequately discern what might be legally protectable." However, no party has contended that the district court's summary judgment order is a final order. In or about July 2016, TPT filed a motion to compel and for sanctions in the TES v. TPT Litigation, in which TPT alleged that TES had failed to comply with an order of the court requiring TES to produce certain variations, including the final version, of the subject software source code, and in which TPT asked the court to reopen the briefing on TES' motion for partial summary judgment. The district court judge heard oral argument on TPT's motion to compel, but in October 2016, before the court issued a ruling, TES and TPT settled the TES v. TPT Litigation. TES and TPT agreed that "TES owns the hardware and software platform for the iDEC[,]" and that TPT and TES jointly own right, title, and interest in and to U.S. Patent No. 9,429,078. The Settlement Agreement further provides that "TPT owns the intellectual property with regard to tuning the iDEC developed for the specific purpose of controlling industrialized turbine engines for use in the oil and gas industry[,]" which intellectual property "includes gas turbine engine operating and protective parameters provided to TES that w[ere] necessary to run the subject engines in industrial applications." TES also represented that it had "not assigned or transferred any of its or TPT's technology which forms the subject matter of [the Patent] to . . . David Crowe or any other affiliated person or entity" and that "[a]ny taking, use, misappropriation, and transfer of TES and TPT's technology by David Crowe . . . or any other affiliated person or entity was not authorized by TES or TPT and would have been outside the scope of David Crowe's employment by TES." Pursuant to the Settlement Agreement, "TES underst[ood] that TPT [would] pursue its claims and the return of its intellectual property from Crowe . . . and any other complicit parties. . . ." The Settlement Agreement includes a release; however, the release expressly excludes "any claim or potential claim asserted against David Crowe and/or his affiliates based on conduct undertaken on behalf of any person or entity other than TES or not within the course and scope of Crowe's office or employment with TES." TES acknowledges that TPT has trade secrets that are "incorporated into certain modules of the iDec control's source code, developed in connection with the adaption of the iDec for turbine engines to power hydraulic fracturing and pumping equipment applications[,]" which adaptation was "developed in a joint project undertaken by TES with . . . TPT." While the TES v. TPT Litigation was pending, disputes arose between Crowe, TES and other principals of TES. These disputes were resolved in July 2016, when TES, Crowe, related entities, and other third parties entered into a Purchase Term Sheet. In accordance with the Purchase Term Sheet, Crowe gave up his interest in TES in exchange for the other principals of TES giving up their interest in ATT. Sometime in 2017, the Crowes and various of their entities commenced additional litigation against TES and its principals, which litigation was referred to arbitration and which litigation remained pending as of the Petition Date. The narrow issue before the Court is whether TPT has defined its alleged trade secret(s) with sufficient particularity to allow the Crowes and the Court to discern what might be legally protectable, and thus survive summary judgment. The Court noted that Arizona and Louisiana have both adopted the Uniform Trade Secrets Act, and the parties agree that the definitions of "trade secret" adopted by Arizona and Louisiana are virtually identical. Under both Louisiana and Arizona law, "trade secret" means: "information, including a formula, pattern, compilation, program, device, method, technique, or process" that does the following: (1) "derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use;" and (2) "is the subject of efforts that are reasonable under the circumstances to maintain its secrecy." As set forth in Imax Corp. v. Cinema Techs., Inc., 152 F.3d 1161, 1164 (9th Cir. 1998), the party asserting a misappropriation of trade secrets claim "must identify the trade secrets and carry the burden of showing that they exist." In the present case, as set forth in the Crowes' Amended Disclosure Statement, "Crowe is a control engineer in the business of designing, installing, and fine-tuning control systems for turbine engines used for aviation, and other industrial applications, including oil and gas production by hydraulic fracturing." Judge Whinery found that there is no dispute that, while at TES, Crowe was one of the software engineers who traveled to Louisiana to work on the control systems for the respective engines in connection with the adaptation of the iDEC to power hydraulic fracturing and pumping equipment applications. In that regard he presumably would have had access to the interface information, or "interface chunks," which were embedded in the iDEC control's source code. The Crom Testimony indicates that these interface chunks comprise a discrete 2-4% of the source code that was developed by TES and TPT, without which the engines would not operate as intended. Additionally, based upon Crowe's deposition testimony and the information provided in the Amended Disclosure Statement, Crowe has indicated that he knows what TPT's alleged trade secrets are. Accordingly, it appeared to the Court that Crowe has sufficient information and knowledge to defend against TPT's claims. Further, unlike in Imax, in which the court noted that it appeared unlikely a trier of fact would have the expertise to be able to discern which of the many dimensions and tolerances in the Imax projector system Imax alleged were its trade secrets, in this case, TPT has submitted the Expert Report, which it asserts specifically refers to the source code, identifies the interface information, or "chunks," at issue, explains what they mean, how they are used, and why they are protectable as trade secrets. Lastly, contrary to the Crowes' position that TPT is required to present a definition of its trade secret(s) that is distinct from that presented to the court in the TES v. TPT Litigation, no party has cited the Court to any final order in the TES v. TPT Litigation, or to any final order in any of the other pre-petition litigation discussed above, that is both material with respect to this ruling and entitled to preclusive effect in this case. In sum, Judge Whinery found and concluded that that TPT has provided sufficient detail regarding its alleged trade secret(s) to discern what might be legally protectable -- specifically, interface information, including operating and protective parameters, embedded into, and comprising 2-4% of, the iDEC control's source code, developed in connection with the adaptation of the iDEC to power hydraulic fracturing and pumping equipment applications. In short, TPT has identified the key aspects and functional components of specific software in which it is claiming trade secret(s), and as such, TPT has described what it asserts are its trade secret(s) with sufficient particularity to overcome the motion for partial summary judgment. A copy of the Court's Ruling and Order dated July 31, 2020 is available at https://bit.ly/2YeHetQ from Leagle.com. About David K. Crowe and Colleen M. Crowe David K. Crowe and Colleen M. Crowe sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-04406) on April 12, 2019. Mesch, Clark & Rothschild, P.C. is the Debtors' bankruptcy counsel. DAVID EVERRITT: Proposes Sale of Two Pensacola Real Properties -------------------------------------------------------------- David Aldean Everritt asks the U.S. Bankruptcy Court for the Northern District of Florida to authorize the sale of the following two real properties located in Pensacola, Florida (i) 1206 North Devilliers Street to Gabriel Anaya; and (ii) 2000 Barcelona Street. The confirmed Chapter 11 Plan as Amended restructured the secured debt on multiple rental properties owned by the Debtor. The Plan also provided that the Debtor may sell real property if he deems it to be in the best interest of the administration of the Plan. The payoff on the secured debt will be calculated based on the secured debt amount set forth in the class for the property being sold, and will not include the unsecured deficiency balance in Class 35. The Plan reamortized a debt owed to Wells Fargo Bank, NA, in the amount of $69,500, secured by the Devilliers Property. Subsequent to confirmation of the Plan, the loan was assigned to J.P. Morgan Mortgage Acquisition Corp. The Plan further provides that the Real Property may not be sold or refinanced without proper notice and further order of the Court. The Debtor has entered into a contract for the sale of 1206 North Devilliers Street to Anaya. The sale of the property is authorized both by the provisions of the Plan and by the provisions of Section 363 (f)(3) which allows the DIP to sell property if the price at which the property to be sold exceeds the amount of the lien. The contract price is sufficient to pay the mortgage lien held by J.P. Morgan in full. The sale of the property is in the best interest of the estate and will allow the Debtor to pay off the lien owed to J.P. Morgan and will provide additional funds from which the Debtor can pay other claims and expenses of operation in the case. The Debtor has also listed the property located at 2000 Barcelona Street for sale, but has not yet located a buyer for the property. Similarly, the Plan also contains language requiring the Debtor to obtain an order authorizing the sale of the 2000 Barcelona Street which is subject to a mortgage held by Wells Fargo, securing a debt in the amount of $73,737. The Debtor also asks authority to sell 2000 Barcelona, conditioned upon the sale price being Sufficient to pay the balance of the secured debt as set forth above owed to Wells Fargo or its assignees in full. A copy of the Contract is available at https://tinyurl.com/y5uanpul from PacerMonitor.com free of charge. David Aldean Everritt sought Chapter 11 protection (Bankr. N.D. Fla. Case No. 16-30531) on June 6, 2016. The Debtor tapped J. Steven Ford, Esq., at Wilson, Harrell, Farrington, as counsel. On Oct. 9, 2019, the Court confirmed the Debtor's Chapter 11 Plan. DAVIDSTEA: Plans to Close 124 Stores in U.S. & Canada ----------------------------------------------------- Madeleine Ngo, writing for Bloomberg Law, reports that specialty tea store DavidsTea Inc. says it will close all 42 of its U.S. locations and 82 of its Canadian stores after filing for Chapter 15 bankruptcy. The company will send notices to terminate 124 leases, which will take effect in 30 days, after obtaining an initial order to pursue its restructuring plan from the Quebec Superior Court, according to a press release. It will seek "more favorable lease terms" for its roughly 100 remaining Canadian stores. All of its stores closed in mid-March and have remained shuttered due to the coronavirus pandemic About DAVIDsTEA DAVIDsTEA (Nasdaq:DTEA) is an online retailer and growing mass wholesaler of specialty tea, offering a differentiated selection of proprietary loose-leaf teas, pre-packaged teas, tea sachets and tea-related gifts and accessories through over 100 company-owned and operated retail stores in Canada, as well as its e-commerce platform at http://www.davidstea.com/ A selection of DAVIDsTEA products is also available in over 2,500 grocery stores and pharmacies across Canada. The Company is headquartered in Montreal, Canada. In July 2020, DAVIDsTEA Inc. and DAVIDsTEA (USA) INC. commenced proceedings under the Companies' Creditors Arrangement Act. The Superior Court of Quebec approved PricewaterhouseCoopers Inc. as monitor of the business and financial affairs of the Debtors. PricewaterhouseCoopers Inc. filed a Chapter 15 petition on July 8, 2020, for DAVIDsTEA Inc. (Bankr. D. Del. Case No. 20-bk-11802) to seek U.S. recognition of the company's restructuring in Canada. DEAN & DELUCA: Unsecureds Will Get 20% of Claims in Plan -------------------------------------------------------- Dean & Deluca New York, Inc., et al., submitted a Disclosure Statement. Subject to confirmation of the Plan, upon the Effective Date, the Debtors will have reduced their debt from approximately $311 million to approximately $11 million, providing the Debtors with the capital structure and reduced debt service burden appropriate to carry on their operations. Upon exiting these Chapter 11 Cases, the Reorganized Debtors’ capital structure will consist of the Exit Facility in the aggregate principal amount of approximately $10 million, plus a five-year amortizing secured loan of $750,000. The proceeds of the Exit Facility, together with cash on hand and cash from operations (including from licensing operations under, among others, the Plan Partner Agreement), will be used to pay administrative claims, priority claims, and the DIP Facility Claim, in full, and to make substantial distributions to their trade creditors, landlords, and other Holders of General Unsecured Claims (other than Pace Development, Pace Food, and the Bank). The Debtors submit that the Plan maximizes recoveries for the Debtors' stakeholders, right-sizes the Debtors' balance sheet, and preserves the Debtors' ability to operate and develop the value of their assets for the benefit of vendors, suppliers, landlords, and past and future employees. The following is an overview of certain additional material terms of the Plan: * The Debtors will enter into an Exit Facility with the Bank (prepetition lender The Siam Commercial Bank Public Company Limited) providing approximately $10,000,000 in new money financing for operations and to fulfill the Debtors’ obligations under the Plan. * The Reorganized Debtors will issue New Common Shares of equity on a ratable basis to eligible unsecured creditors who elect to receive such shares in lieu of cash distributions. * Immediately prior to the Effective Date, Pace Development and Pace Food shall contribute to Parent, as a capital contribution, 50 percent of the Pace Obligations, provided that Pace Development and Pace Food may elect, in their sole discretion, to contribute such Pace Obligations in any combination as to any Pace Obligations owed to Pace Development and/or Pace Food. * The Debtors will establish a cash reserve for payment of administrative and priority claims, with all remaining funds in that reserve made available for distribution ratably to holders of unsecured claims who do not elect to receive shares of the Reorganized Debtors. Pace Development, Pace Food, and the Bank will waive their right to receive a portion of such cash on account of their unsecured claims. Because Pace Development, Pace Food, and the Bank will not participate in any cash distribution, the Debtors estimate that Holders of General Unsecured Claims who elect to receive cash will receive a distribution of approximately 20% of the Allowed Amount of such Claims. The Reorganized Debtors and the Plan Partner may execute a “Plan Transaction” to support the re-commencement of the Debtors’ business. Mutual releases will be granted among the Debtors, the Plan Sponsor Parties, and those of the Debtors' unsecured creditors who do not opt out of such mutual releases. The Debtors' respective Boards of Directors have approved the Plan and the transactions contemplated therein and believe that the Plan is in the best interests of the Debtors, the Debtors’ Estates, and the Debtors' creditors. As such, the Debtors and their Boards of Directors recommend that all Holders entitled to vote to accept the Plan by returning their Ballots, so as to be actually received by the Debtors' Notice and Claims Agent no later than 4:00 p.m. (prevailing Eastern Standard Time) on September 23, 2020. The Debtors will seek the Bankruptcy Court’s approval of the Plan at the Confirmation Hearing. A full-text copy of the Disclosure Statement dated July 13, 2020, is available at https://tinyurl.com/y7u53lxe from PacerMonitor.com at no charge. Counsel for the Debtors: William R. Baldiga, Esquire BROWN RUDNICK, LLP Seven Times Square New York, NY 10036 Tel: (212) 209-4800 - and - Tristan G. Axelrod, Esquire One Financial Center Boston, MA 02111 About Dean & Deluca New York Dean & DeLuca New York, Inc., is a multi-channel retailer of premium gourmet and delicatessen food and beverage products under the Dean & DeLuca brand name. It traces its roots to the opening of the first Dean & DeLuca store in the Soho district of Manhattan, New York City by Joel Dean and Giorgio DeLuca in 1977. Affiliate Dean & DeLuca, Inc. was incorporated in Delaware in 1999. On Sept. 29, 2014, Pace Development Corporation, through its wholly owned subsidiary, Pace Food Retail Co., Ltd., acquired 100% of the shares of Dean & DeLuca, Inc. from its then shareholders. Dean & DeLuca New York and six affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-10916) on March 31, 2020. At the time of the filing, the Debtors had estimated assets of between $10 million and $50 million and liabilities of between $100 million and $500 million. The Debtors tapped Brown Rudnick LLP as their legal counsel, Stretto as claims and noticing agent, and Saul Ewing Arnstein & Lehr LLP as special counsel. The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in Debtors' bankruptcy cases. The committee is represented by Arent Fox, LLP. DEAN FOODS: Food Lion Defends Dairy Farmers Suit ------------------------------------------------ Law360 reports that Food Lion LLC has urged a North Carolina federal court not to toss its suit targeting the acquisition of three processing facilities by Dairy Farmers of America from bankrupt milk producer Dean Foods, arguing that the antitrust laws are supposed to be forward-looking. Food Lion and a regional dairy cooperative are challenging DFA's purchase of facilities in North Carolina and South Carolina as part of a much broader $433 million deal with Dean Foods that the U.S. Department of Justice's Antitrust Division cleared in May. About Southern Foods Group Southern Foods Group, LLC, d/b/a Dean Foods, is a food and beverage company and a processor and direct-to-store distributor of fresh fluid milk and other dairy and dairy case products in the United States. The Company and its 40+ affiliates filed for bankruptcy protection on Nov. 12, 2019 (Bankr. S.D. Tex. Lead Case No. 19-36313). The petitions were signed by Gary Rahlfs, senior vice president and chief financial officer. Dean Foods was estimated to have assets and liabilities of $1 billion to $10 billion as of the bankruptcy filing. Judge David Jones oversees the cases. David Polk & Wardell LLP serves as general bankruptcy counsel to the Debtors, and Norton Rose Fulbright US LLP serves as local counsel. Alvarez Marsal is financial advisor to the Debtors, Evercore Group LLC is investment banker, and Epiq Corporate Restructuring LLC is notice and claims agent. DECLARATION BREWING: Files for Chapter 7 Bankruptcy --------------------------------------------------- The Denver Business Journal reports that Declaration Brewing Co. Inc. filed for voluntary Chapter 7 bankruptcy protection June 26, 2020, in the District of Colorado. The debtor listed an address of 2030 S. Cherokee St., Denver, and is represented in court by attorney Devon Michael Barclay. Declaration Brewing Co. Inc. listed assets up to $511,482 and debts up to $894,540. The filing's largest creditor was listed as Rees Davis and Partners with an outstanding claim of $200,000. DEMLOW PRODUCTS: Solar Springs Buying Equipment for $86K -------------------------------------------------------- Demlow Products, Inc., asks the U.S. Bankruptcy Court for the Eastern District of Michigan to authorize the private sale of the following machines and equipment: (i) zig zag hydraulic end forming machine (#4) for $40,0000; (ii) Former Nos. 4 and 5 for $30,000 or $15,000 each; (iii) 100 baskets for $2,000; (iv) spares for zig zag Nos. 6, 7 and 4, to include 4 dies, 3 crankshafts, and a clutch for No. 7. for $12,500; and (v) 12 position bender for $1,500, to Solar Springs & Wire Forms, Inc. The Equipment is highly specialized and used in the manufacturing of automotive seat springs, which are slowly being phased out of automotive seat construction. The Equipment is impressed with a valid lien to the benefit of First Federal Bank of the Midwest in the amount of approximately $200,000. No other party has a secured interest in the Equipment. The Debtor has sought First Federal Bank of the Midwest's concurrence in the relief sought in the Motion. The terms and conditions of the sale are contained in the Purchase Agreement. The Proposed Purchaser proposes to pay the Debtor's estate $86,000 for the Equipment. From the sale proceeds, First Federal Bank of the Midwest will be paid $86,000, paying in part its secured claim, but paying in full its lien against the sold Equipment. The Debtor asks authority to sell the Equipment and to convey the proceeds to First Federal Bank of the Midwest to satisfy in part said Bank's secured claim. Other than as provided in the Motion and notwithstanding anything stated to the contrary in the Purchase Agreement, the sale of the Equipment will be on an "as is, where is" basis without any representations or warranties of any kind, nature or description by the Debtor, including any warranties of merchantability or fitness for a particular purpose. The sale to the Buyer will be closed at the offices of the counsel for the Debtor as soon as possible following the entry of the Order approving the sale. The Equipment was appraised in February 2019 and First Federal Bank of the Midwest has a copy of said Appraisal. The proposed sale price of $86,000 exceeds the appraised value, demonstrating that the proposed sale price is the fair market value of the Equipment. A sound business purpose is made in that the proposed sale price of the Equipment subject to sale is high in the range of possible sales prices for the same equipment. If the sale is delayed for any reason, Solar Springs may purchase similar equipment from another source, leaving Debtor to hold a public auction to sell the equipment, which will likely net the Debtor (and the Bank) far less than the proposed sale price. The Debtor proposes a private sale under Rule 6004(f)(1). It is in the best interest of the estate to sell the assets and close as soon as possible after approval by the Court. Therefore, the Debtor asks that the stays imposed by Bankruptcy Rules 6004(g) and 6006(d) be waived in any resulting Sale Order. A copy of the Agreement is available at https://tinyurl.com/yy8no4os from PacerMonitor.com free of charge. About Demlow Products Demlow Products, Inc. -- https://demlowproducts.com/ -- is an international supplier of formed wire products. Demlow Products is a privately held and founded in 1967. Demlow Products sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 19-57161) on Dec. 7, 2019. In the petition signed by James Demlow, president, the Debtor was estimated to have $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Don Darnell, Esq. at Darnell, PLLC, represents the Debtor. DESTINY SPRINGS: Unsecureds to Get 100% Over Time ------------------------------------------------- Destiny Springs Healthcare, LLC, filed a Plan and a Disclosure Statement. The goal of the Plan is to pay creditors over time through regular distributions from operating revenue of the hospital and an insider cash infusion. By paying claims over time, the Debtor will be able to satisfy creditor claims without jeopardizing its business or operations. In accordance with the priority scheme under the Bankruptcy Code, debts incurred post-petition must be paid on the Effective Date of the plan, unless the holders of such claims agree otherwise. Prepetition unsecured creditors can elect to be paid 100% of the allowed amount of their claims over time. Alternatively, certain creditors retain the option of being paid 50% of the amount of their claim in a one-time payment. Class 1 – Administrative Convenience Class. This class is impaired. Class 1 consists of all Allowed General Unsecured Claims that (i) are $1,000.00 or less, and (ii) the holders of any Allowed General Unsecured Claim in excess of $1,000 that elects to reduce its claim to $1,000.00. Each holders of a Class 1 claim shall be paid the full amount of its allowed claim or $1,000 (whichever is less) on the later of (i) the first business day that is 60 days from the Effective Date or (ii) upon allowance of the Class 1 holder’s Claim. Class 2 Claim of Surprise BH Hospital Partners, LLC, is impaired. Surprise BH's treatment under this Plan shall be exclusively governed by any Order and/or stipulation setting forth the terms of the assumption of the Lease and the cure of existing defaults, if any. Class 3 Disputed Secured Claim of Siemens Financial Services, Inc., is impaired. The Debtor disputes that it owes anything on account of Siemens' Class 3 claim, and intends to object to such claim. This Plan provides nothing on account of Siemens' claim, apart from the treatment provided to Surprise BH pursuant to Class 2. Class 4 Non-Insider General Unsecured Creditors is impaired. The total amount of scheduled and filed claims in Class 4 is approximately $1,216,822. Each holder of an Allowed Class 4 Claim that votes in favor of this Plan may elect one of the following two options for treatment of its claim: (i) Payment equal to 50% of the holder's allowed claim within 90 days of the Effective Date or upon allowance of the claim, whichever is later; or (ii) Payment equal to 100% of the holder's allowed claim, payable over 60 months in equal monthly installments at 0% interest. Monthly payments will commence on the first business day that is at least 60 days after the effective date. Class 5 Insider and Affiliate Unsecured Claims are impaired. The total amount of scheduled insider unsecured claims is approximately $1,700,000. Each holder of an Allowed Class 5 Claim that votes in favor of the Plan will receive payment equal to 100% of the holder's allowed claim, payable over 72 months in equal monthly installments at 0% interest. Class 6 Equity Interests are impaired. On the Effective Date, all existing equity interests in the Debtor will be cancelled and new interests shall be issued to Vidushi Soni, M.D., or her nominee, in exchange for the Insider Contribution. Destiny Healthcare Partners will receive nothing on account of the Plan. All payments required by the Plan shall be funded with the Insider Contribution and ongoing revenue from operation of the Reorganized Debtor's business. A full-text copy of the Disclosure Statement dated July 13, 2020, is available at https://tinyurl.com/y7wehtmn from PacerMonitor.com at no charge. Counsel for Debtor: Grant L. Cartwright, Esq. Andrew A. Harnisch, Esq. MAY, POTENZA, BARAN & GILLESPIE, P.C. 201 N. Central Avenue, Suite 2200 Phoenix, AZ 85004-0608 Telephone: (602) 252-1900 Facsimile: (602) 252-1114 E-mail: gcartwright@maypotenza.com aharnisch@maypotenza.com About Destiny Springs Healthcare Destiny Springs Healthcare, LLC owns and operates a 90-bed, 67,566-square-foot behavioral healthcare facility located at 17300 N. Dysart Road in Surprise, Ariz. The facility provides both inpatient and outpatient treatment for adolescents, adults and geriatric patients. Destiny Springs Healthcare filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 19-15702) on Dec. 15, 2019. In the petition signed by Dr. Martin Newman, M.D., president, Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Madeleine C. Wanslee oversees the case. Grant L. Cartwright, Esq., at May, Potenza, Baran, & Gillespie, P.C., serves as the Debtor's legal counsel. Susan N. Goodman has been appointed as patient care ombudsman. DIAMONDBACK INDUSTRIES: Unsecureds Will be Paid in Full ------------------------------------------------------- Diamondback Industries, Inc., et al., submitted a First Amended Disclosure Statement. The Full Payment Appeal Plan will implement chapter 11's stated goal of allowing a debtor time to rehabilitate itself and pay creditors within a reasonable time, while preserving enterprise value in excess of debts. In part, the Full Payment Appeal Plan will accomplish chapter 11's goal with the Drury Settlement and the UMB Settlement. The Drury 9019 Payment and the Debtors' ongoing business operations will provide the following to Creditors and Interest holders: (a) it will restructure and repay Diamondback's secured debt to UMB Bank; (b) it will stabilize and reinvigorate (stalled) business operations; and (c) it will establish a process by which the Allowed Class 7 Claims and Class 8 Claims will be paid in full with interest pursuant to the UCC Notes and the Creditor Trust Note. Class 1 Allowed Priority Non-Tax Claims will receive (i) cash in an amount equal to the Allowed amount of such Priority Non-Tax Claim on the Effective Date or (ii) other treatment consistent with the provisions of § 1129(a)(9) of the Bankruptcy Code. Class 2 Secured Claim of UMB Bank, N.A., will be paid in full pursuant to the UMB Settlement. Class 3 Secured Claim of Intech Funding Corp. will be satisfied (a) pursuant to an agreement between the Reorganized Debtors and Intech Funding Corp. on terms consistent with prepetition agreement(s), or (b) if no agreement is reached, at the Debtors/Reorganized Debtors' sole and absolute option, (i) the net proceeds from the liquidation of collateral after payment of all fees incurred and expenses reimbursed related to the liquidation of such collateral, or (ii) surrender of collateral. Class 4 Secured Claim of Toyota Commercial Finance will be satisfied (a) pursuant to an agreement between the Reorganized Debtors and Toyota Commercial Finance on terms consistent with prepetition agreement(s), or (b) if no agreement is reached, at the Reorganized Debtors' sole and absolute option, (i) the net proceeds from the liquidation of collateral after payment of all fees incurred and expenses reimbursed related to the liquidation of such collateral, or (ii) surrender of collateral. Class 5 Secured Claim of Wells Fargo Equipment Finance will be satisfied (a) pursuant to an agreement between the Reorganized Debtors and Wells Fargo Equipment Finance on terms consistent with prepetition agreement(s), or (b) if no agreement is reached, at the Reorganized Debtors’ sole and absolute option, (i) the net proceeds from the liquidation of collateral after payment of all fees incurred and expenses reimbursed related to the liquidation of such collateral, or (ii) surrender of collateral. Class 6 Other Secured Claims will be designated as Class 6A, Class 6B et seq. and will be satisfied (a) pursuant to an agreement between the Reorganized Debtors and the Holder of an Allowed Class 6 Claim on terms consistent with prepetition agreement(s), or (b) if no agreement is reached, at the Reorganized Debtors’ sole and absolute option, (i) the net proceeds from the liquidation of collateral after payment of all fees incurred and expenses reimbursed related to the liquidation of such collateral, or (ii) surrender of collateral. Class 7 General Unsecured Claims will be paid in full, with interest, pursuant to the UCC Notes. Class 8 Unsecured Claims of Judgment Creditors will receive a beneficial interest in the Creditor Trust equal to that Judgment Creditor's pro rata share of the Allowed sum of all Trust Beneficiaries Allowed Claims. Each Allowed Class 8 Claim will be paid its pro rata share of distributions from the Creditor Trust Assets. Class 9 Unsecured Subordinated Claims will not receive any payment unless and until all Allowed Claims in Classes 1 to 8 are paid in full at which time a Class 9 Claim will be satisfied with interest, from Excess Cash Flow generated by post-confirmation business operations of the Reorganized Debtors until such Class 9 Claims are paid in full. Class 10 Interests in the Debtors will retain such interests and all rights incident of such interests, including the right to receive proceeds of such Interests; provided, however, the rights of holders of Interests to receive any proceeds of such Interests will be subordinate to the Creditor Trustee's right to receive such proceeds until each allowed claim of the Judgment Creditors is paid in full pursuant to Full Payment Appeal Plan. A full-text copy of the First Amended Disclosure Statement dated July 13, 2020, is available at https://tinyurl.com/ya6q7tld from PacerMonitor.com at no charge. Proposed counsel for the Debtors: Marcus A. Helt Paul V. Storm C. Ashley Ellis Emily F. Shanks FOLEY & LARDNER LLP 2021 McKinney Avenue, Suite 1600 Dallas, TX 75201 Telephone: 214.999.3000 Facsimile: 214.999.4667 About Diamondback Industries Diamondback Industries -- https://diamondbackindustries.com/ -- is an ISO 9001 registered company that manufactures tools and ballistics equipment including eliminators, igniters, and power charges. On April 21, 2020, Diamondback Industries and its affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 20-41504). Judge Edward L. Morris presides over the cases. Diamondback was estimated to have $10 million in assets and $10 million to $50 million in liabilities. The Debtors tapped Haynes and Boone, LLP as counsel and CR3 Partners, LLC as financial advisor. Stretto is the claims agent, maintaining the page https://cases.stretto.com/diamondback/ DIOCESE OF HARRISBURG: Secures SBA's PPP Loan --------------------------------------------- Talia Kirkland, writing for Local 121 News, reports that the Diocese of Harrisburg has secured the Small Business Administration's PPP Loan. The Diocese of Harrisburg is huge, encompassing 15 counties, roughly 98 churches, and 40 schools; but, it is also bankrupt, said the attorney at Cunningham & Chernicoff, P.C. Back in February 2020, the Harrisburg Catholic Diocese filed for bankruptcy. The schools, parishes, and charities did not, and bankruptcy lawyers said the clarity of that distinction, and how the money is used, will be critical. "If the Catholic Charities gave the money to the diocese, I don't think that meets the criteria for utilization of the funds," Chernicoff said. Not only would it not meet criteria, but it could also result in having to pay the money back in full, or worse. "It could be a false representation to the U.S. government that could be a civil and, arguably, a criminal matter," Chernicoff said. When we reached out to the diocese, they provided a three-part statement: The Roman Catholic Diocese of Harrisburg did not apply for a Paycheck Protection Program (PPP) loan. As an organization that has filed for Chapter 11 bankruptcy protection, the Roman Catholic Diocese of Harrisburg was not eligible for a PPP loan. The parishes, Catholic schools, Catholic Charities, and Harrisburg Catholic Administrative Services, all of which are separate legal entities from the Roman Catholic Diocese of Harrisburg, have applied for PPP loans and many received funding, details of which have been released by the Small Business Administration. We sincerely thank the Small Business Administration and the federal government for making these emergency funding resources available. Because of the PPP monies, the parishes and schools in the Diocese were able to keep employees working, allowing them to maintain their households and provide for their families during these challenging and difficult times. Robert Kugler, a victims attorney with Stinson LLC, suggested a potential legal workaround, but said if the debt estate of the Harrisburg Diocese does change, as a result, survivors of their ongoing sexual abuse lawsuit will need to be notified. "Well, now that they've gotten federal help in the form of the PPP money, that should mean they can fund a reasonable payment to the survivors," Kugler said. "If the charities meet the criteria, that's fine, but it's the use of the money that's concerning, and you wonder how that happened," Chernicoff said. The U.S. Roman Catholic Church used a special and unprecedented exemption from federal rules to amass at least $1.4 billion in taxpayer-backed coronavirus aid. About Roman Catholic Diocese of Harrisburg Roman Catholic Diocese of Harrisburg sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 20-00599) on Feb. 19, 2020. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of between $50 million and $100 million. Judge Henry W. Van Eck oversees the case. The Debtor tapped Waller Lansden Dortch & Davis, LLP as legal counsel; Kleinbard, LLC as special counsel; Keegan Linscott & Associates, PC as financial advisor; and Epiq Corporate Restructuring, LLC as claims and noticing agent. The U.S. Trustee for Regions 3 and 9 appointed a committee to represent tort claimants in the Chapter 11 case of the Roman Catholic Diocese of Harrisburg. The tort claimants' committee is represented by Stinson LLP. DIOCESE OF ROCHESTER: Panel Taps Berkeley as Financial Advisor -------------------------------------------------------------- The Official Committee of Unsecured Creditors of The Diocese of Rochester, seeks authorization from the U.S. Bankruptcy Court for the Western District of New York to retain Berkeley Research Group, LLC, as financial advisor to the Committee. Diocese of Rochester requires Berkeley to: a. assist the Committee in investigating the assets, liabilities and financial condition of the Debtor or the Debtor's operations and the desirability of the continuance of any portion of those operations, including a review of any donor restrictions on the Debtor's assets; b. assist the Committee in the review of financial related disclosures required by the Court and/or Bankruptcy Code, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs, and Monthly Operating Reports; c. analyze the Debtor's accounting reports and financial statements to assess the reasonableness of the Debtor's financial disclosures; d. provide forensic accounting and investigations with respect to transfers of the Debtor's assets and recovery of property of the estate; e. assist the Committee in evaluating the Debtor's ownership interests of property alleged to be held in trust by the Debtor for the benefit of third parties and/or property alleged to be owned by non-debtor entities; f. assist the Committee in reviewing and evaluating any proposed asset sales and / or and other asset dispositions; g. assist the Committee in the evaluation of the Debtors' organizational structure, including its relationship with the related Catholic non-debtor organizations and parishes that may hold or have received property of the estate; h. assist the Committee in evaluating the Debtor's cash management system, including unrestricted and restricted funds, deposit and loan programs, and pooled income or investment funds; i. assist the Committee in the review of financial information that the Debtor may distribute to creditors and others, including, but not limited to, cash flow projections and budgets, cash receipt and disbursement analyses, analyses of various asset and liability accounts, and analyses of proposed transactions for which Court approval is sought; j. attend at meetings and assistance in discussions with the Debtor, the Committee, the U.S. Trustee, and other parties in interest and professionals hired by the above-noted parties as requested; k. assist in the review and/or preparation of information and analyses necessary for the confirmation of a plan, or for the objection to any plan filed in this Case which the Committee opposes; l. assist the Committee in its evaluation of the Debtor's solvency; m. assist the Committee with the evaluation and analysis of claims, and on any litigation matters, including, but not limited to, avoidance actions for fraudulent conveyances and preferential transfers, and declaratory relief actions concerning the property of the Debtor's estate; n. analyze the flow of funds in and out of accounts the Debtor contends contain assets held in trust for others, to determine whether the funds were commingled with non-trust funds and lost their character as trust funds, under applicable legal and accounting principles; and o. assist the Committee with respect to any adversary proceedings that may be filed in the Debtor's Case and provide such other services to the Committee as may be necessary in this Case. Berkeley will be paid at these hourly rates: Managing Director $565 to $850 Director & Senior Professional Staff $455 to $565 Junior Professional Staff $220 to $455 Support Staff $105 to $220 Berkeley will also be reimbursed for reasonable out-of-pocket expenses incurred. Marvin A. Tenebaum, partner of Berkeley Research Group, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtor; (b) has not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Berkeley can be reached at: Marvin A. Tenebaum BERKELEY RESEARCH GROUP, LLC 70 W. Madison St., Suite 5000 Chicago, IL 60602 Tel: (312) 429-7900 About The Diocese of Rochester The Diocese of Rochester in upstate New York provides support to 86 Roman catholic parishes across 12 counties in upstate New York. It also operates a middle school, Siena Catholic Academy ("SCA"). The Diocese has 86 full-time employees and six part-time employees and provides medical and dental benefits to an additional 68 retired priests and 2 former priests. The Diocese generated $21.88 million of gross revenue for the fiscal year ending June 30, 2019, compared with a gross revenue of $24.25 million in fiscal year 2018. The Diocese of Rochester filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 19-20905) on Sept. 12, 2019, amid a wave of lawsuits over alleged sexual abuse of children. In the petition, the Diocese was estimated to have $50 million to $100 million in assets and at least $100 million in liabilities. Bond, Schoenec & King, PLLC is the Diocese's counsel. Stretto is the claims and noticing agent. DLR EXPRESS: Hires Michael Jay Berger as Counsel ------------------------------------------------ DLR Express, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ the Law Office of Michael Jay Berger, as counsel to the Debtor. DLR Express requires Michael Jay Berger to: (a) communicate with creditors of the Debtor; (b) review the Debtor's chapter 11 bankruptcy petition and all supporting schedules; (c) advise the Debtor of its legal rights and obligations in a bankruptcy proceeding, working to bring the Debtor into full compliance with reporting requirements of the Office of the United States Trustee; (d) prepare status reports as required by the Court and respond to any motions filed in the Debtor's bankruptcy proceeding; (e) respond to creditor inquiries; (f) review proofs of claim filed in the Debtor's bankruptcy; (g) object to inappropriate claims; (h) prepare notices of automatic stay in all state court proceedings in which the Debtor is sued during the pending of Debtor's bankruptcy proceeding; and (i) if appropriate, prepare a Disclosure Statement and Plan of Reorganization for the Debtor. Michael Jay Berger will be paid at these hourly rates: Attorneys $350 to $595 Paralegals $200 to $225 Michael Jay Berger will be paid a retainer in the amount of $25,000. Michael Jay Berger will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael Jay Berger, Esq. has no interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. The firm may be reached at: Michael Jay Berger, Esq. Law Offices of Michael Jay Berger 9454 Wilshire Boulevard, 6th Floor Beverly Hills, CA 90212-2929 Tel: (310) 271-6223 Fax: (310) 271-9805 E-mail: michael.berger@bankruptcypower.com About DLR Express DLR Express, Inc., based in Fontana, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-15258) on Aug. 1, 2020. The petition was signed by Fatima Del Carmen De La Rosa, president. In its petition, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Scott H. Yun presides over the case. The LAW OFFICE OF MICHAEL JAY BERGER, serves as bankruptcy counsel to the Debtor. DRAGER C-STORES: Files for Chapter 7 Bankruptcy ----------------------------------------------- The Denver Business Journal reports that Drager C-Stores LLC filed for voluntary Chapter 7 bankruptcy protection June 23, 2020, in the District of Colorado. The debtor listed an address of 304 Challenger Place, Longmont, and is represented in court by attorney Ross J. Webeke. Drager C-Stores LLC listed assets up to $0 and debts up to $15,407. The filing's largest creditor was listed as Red Bull with an outstanding claim of $3,772. DWS CLOTHING: Plan Disclosures Hearing Continued to Oct. 15 ----------------------------------------------------------- Debtor DWS Clothing Too, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, a Fourth Agreed Motion to continue Disclosure Hearing and Related Deadlines. On July 14, 2020, Judge Erik P. Kimball granted the motion and ordered that: * The hearing to consider approval of Debtor's Amended Disclosure Statement is continued to Oct. 15, 2020 at 10:30 a.m. at the Flagler Waterview Building, 1515 N. Flagler Drive, Courtroom B, 8th Floor, West Palm Beach, FL 33401. * The Debtor will file an Amended Plan and Disclosure Statement on or before Oct. 8, 2020. * Oct. 13, 2020 is the deadline for objections to the Amended Disclosure Statement. A full-text copy of the Order dated July 14, 2020, is available at https://tinyurl.com/yxgtpqqm from PacerMonitor at no charge. The Debtor is represented by: Jordan L. Rappaport, Esquire RAPPAPORT OSBORNE & RAPPAPORT, PLLC 1300 N. Federal Highway, Suite 203 Boca Raton, FL 33432 Telephone: (561) 368-2200 Facsimile: (561) 338-0350 About DWS Clothing Too Operating as Alene Too, DWS Clothing Too, LLC, sells women's clothes. DWS Clothing Too sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-25551) on Dec. 14, 2018. In the petition signed by Maxine Schwartz, member, the Debtor was estimated to have assets of less than $50,000 and liabilities of $1 million to $10 million. The case is assigned to Judge Mindy A. Mora. Rappaport Osborne & Rappaport, PLLC, is the Debtor's counsel. EASTERN NIAGARA: Panel Hires Bond Schoeneck as Counsel ------------------------------------------------------ The Official Committee of Unsecured Creditors of Eastern Niagara Hospital, Inc., seeks authorization from the U.S. Bankruptcy Court for the Western District of New York to retain Bond Schoeneck & King, PLLC, as counsel to the Committee. The Committee requires Bond Schoeneck to: a. advise the Committee with respect to its rights, duties, and powers in the Chapter 11 Case; b. assist and advise the Committee in its consultations with the Debtor, secured lenders of the Debtor, U.S. Trustee, or any other party in interest relative to the administration of the Chapter 11 Case; c. assist the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor and the Debtor's business operations; d. assist the Committee in its investigation of the validity of the liens and claims that make up the Debtor's pre- petition debt, and the pursuit of any claims or causes of action revealed by such investigation; e. assist the Committee in its analysis of and negotiations with, the Debtor or any third-party concerning matters related to, among other things, the assumption or rejection of executory contracts and leases of real or personal property, disposition of the Debtor's assets, financing or other transactions of the Debtor; f. assist the Committee with its analysis of and negotiations with the Debtor, or any third party concerning the terms, implementation, or solicitation of one or more plans of reorganization for the Debtor and accompanying disclosure statements and related plan documents; g. assist and advise the Committee as to its communications to unsecured creditors regarding significant matters in the Chapter 11 Case; h. represent the Committee at hearings and other proceedings in the Chapter 11 Case; i. review and analyze applications, orders, statements of operations, and schedules filed with the Court and advise the Committee as to their propriety; j. prepare, on behalf of the Committee, all necessary pleadings, including without limitation, applications, motions, orders, reports, complaints, answers and other pleadings and documents, or comments in connection with any of the foregoing as may be necessary in furtherance of the Committee's interests and objectives in this Chapter 11 Case; and k. perform all other pertinent and required legal services as may be necessary or are otherwise deemed to be in the interests of the Committee in accordance with the provisions of the Bankruptcy Code, Bankruptcy Rules, or other applicable law. Bond Schoeneck will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Sara C. Temes, partner of Bond Schoeneck & King, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtor; (b) has not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Bond Schoeneck can be reached at: Sara C. Temes, Esq. BOND SCHOENECK & KING PLLC One Lincoln Center Syracuse, NY 13202 Tel: (315) 218-8000 About Eastern Niagara Hospital Eastern Niagara Hospital, Inc. -- http://www.enhs.org/-- is a not-for-profit organization, focused on providing general medical and surgical services. It offers radiology, surgical services, rehabilitation services, cardiac services, respiratory therapy, obstetrics and women's health, emergency services, acute and intensive care, chemical dependency treatment, occupational medicine services, DOT medical exams, dialysis, laboratory services, child and adolescent psychiatry, and express care. Eastern Niagara Hospital sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 19-12342) on Nov. 7, 2019. At the time of the filing, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. The Debtor tapped Jeffrey Austin Dove, Esq., at Barclay Damon LLP, as its legal counsel and Lumsden & McCormick LLP as its accountants. The U.S. Trustee for Region 2 appointed creditors to serve on the official committee of unsecured creditors on Nov. 22, 2019. The committee is represented by Bond, Schoeneck & King, PLLC. Michele McKay was appointed as health care ombudsman in the Debtor's bankruptcy case. EASTERN NIAGARA: Panel Hires Next Point as Financial Advisor ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Eastern Niagara Hospital, Inc., seeks authorization from the U.S. Bankruptcy Court for the Western District of New York to retain Next Point, LLC, as financial advisor to the Committee. The Committee requires Next Point to: (a) review the Debtor's cash position, financial plans, strategic plans and business alternatives; (b) review and assess the pre-petition management of the Debtor's business; (c) evaluate the Debtor's operations and ongoing viability as a going concern; (d) analyze and assist in negotiations concerning any proposed sale of the Debtor's assets or any plan of reorganization or liquidation proposed in this chapter 11 case; and (e) enhance the recovery to unsecured creditors through the investigation of potential preference actions, equitable subordination actions, fraudulent conveyances or managerial malfeasance. Next Point will be paid at these hourly rates: Ronald Teplitsky, Partner $250 IT Resources $150 Administrative/compliance Resources $75 Next Point will also be reimbursed for reasonable out-of-pocket expenses incurred. Ronald Teplitsky, partner of Next Point, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtor; (b) has not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Next Point can be reached at: Ronald Teplitsky NEXT POINT, LLC 374 Delaware Ave., Suite 250 Buffalo, NY 14202 Tel: (716) 847-1485 Fax: (716) 847-1488 About Eastern Niagara Hospital Eastern Niagara Hospital, Inc. -- http://www.enhs.org/-- is a not-for-profit organization, focused on providing general medical and surgical services. It offers radiology, surgical services, rehabilitation services, cardiac services, respiratory therapy, obstetrics and women's health, emergency services, acute and intensive care, chemical dependency treatment, occupational medicine services, DOT medical exams, dialysis, laboratory services, child and adolescent psychiatry, and express care. Eastern Niagara Hospital sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 19-12342) on Nov. 7, 2019. At the time of the filing, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. The Debtor tapped Jeffrey Austin Dove, Esq., at Barclay Damon LLP, as its legal counsel and Lumsden & McCormick LLP as its accountants. The U.S. Trustee for Region 2 appointed creditors to serve on the official committee of unsecured creditors on Nov. 22, 2019. The committee is represented by Bond, Schoeneck & King, PLLC. Michele McKay was appointed as health care ombudsman in the Debtor's bankruptcy case. EDGEWELL PERSONAL: S&P Affirms 'BB' ICR on Cremo Acquisition ------------------------------------------------------------ S&P Global Ratings affirmed all of its ratings on U.S.-based Edgewell Personal Care Co., including its 'BB' issuer credit rating, and revised its outlook to negative from stable following the company's acquisition of Cremo, a men's grooming company, for $235 million in an all-cash transaction. The rating action reflects the following factors: The acquisition is likely to result in additional credit metric deterioration, including adjusted leverage at least temporarily exceeding 4x. Although Edgewell was already facing challenges from the coronavirus pandemic and accompanying economic fallout, the acquisition of Cremo will reduce liquidity and increase adjusted leverage. Edgewell's ability to de-lever to previous levels will be influenced by the lingering pandemic and associated economic downturn, both of which remain uncertain at this time. Prolonged weak conditions could result in leverage sustained above 4x. Nevertheless, S&P recognizes the attractiveness of the fast-growing brand, which should provide a mid-tier complement to Edgewell's portfolio of men's care products, a category that is a key growth driver for the company. Edgewell is a challenger company facing tough competition. The company is a relatively small player in the global consumer products sector, focusing on consumer staples such as razors, feminine care, and sun and skin care. The wet shave business drives the company's performance, accounting for about 65% of operating profits. Although its razor production volume is high, it lacks the overall scale and product diversity compared to Procter & Gamble Co. (P&G),Unilever, and Kimberly-Clark Corp., all of which have substantially greater resources than Edgewell and compete in one or more of its categories. The dynamics of the wet shave category became more difficult for Edgewell a few years ago as new entrants emerged and industry behemoth Gillette reacted by lowering prices. Additionally, the company has suffered key distribution losses in Costco and most recently, Sam's Club. Although S&P assumes a more rational wet shave competitive environment going forward, it expects the company to continue to cede share. In the most recent quarter, Edgewell's share in the category contracted 190 basis points (bps). The sun and skin category should provide an opportunity for growth once coronavirus risk dissipates. Although the category has faced severe disruption due to the COVID-19 pandemic, Edgewell has been able to outperform its competitors and win share. The company's market share increased 370 bps in the last quarter on better execution and an enhanced focus on the company's brands. As Edgewell continues to try to grow this category, the company could look externally through mergers and acquisitions (M&A), but also has the in-house capabilities to invest in innovation. Feminine care resumes market share declines following an uptick in preceding quarters. This category faces intense competition from P&G and Kimberly-Clark that will limit Edgewell's ability to grow in this space. "Our ratings recognize the company's No. 2 position in the global $20 billion wet-shave category and consistent free operating cash flow (FOCF) generation. We assume Schick's good brand equity, modest price discount to Gillette, and continued investment in innovation will enable the company to protect its diminished market share," S&P said. The negative outlook reflects the potential for a lower rating over the next year if Edgewell is unable to reduce leverage to below 4x, most likely due to an adverse economic impact from the pandemic or more aggressive financial policy. "We could lower the rating if we forecast adjusted leverage will exceed 4x on a sustained basis. This could occur if the company pursues growth through additional M&A or share repurchases, or if there is a protracted economic downturn possibly due to continued coronavirus risk, leading to reduced shave frequency and increased competition from Gillette and other competitors in this key category. Profits may also decline due to sustained lower spending on sun care--potentially due to reduced vacationing and less time spent outdoors in social gatherings--and other discretionary items such as skin care; increased competition from P&G and Kimberly Clark Corp. in the feminine care space, substantial input cost volatility including steel; or more aggressive financial policies," S&P said. "We could revise the outlook to stable if Edgewell is able to reduce leverage to below 4x and sustain it at this level. To achieve this, Edgewell would need to successfully navigate the economic disruptions caused by the coronavirus while strengthening its business and integrating Cremo," the rating agency said. ELDORADO GOLD: S&P Upgrades ICR to 'B+'; Outlook Stable ------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Eldorado Gold Corp. to 'B+' from 'B' and its issue-level rating on the company's second-lien secured notes due 2024 to 'BB-' from 'B'. At the same time, S&P revised its recovery rating on the notes to '2' from '3'. The upgrade reflects strengthening of the company's recent and prospective cash flows and leverage metrics. S&P believes Eldorado will generate credit measures stronger than the rating agency's previous expectations, with estimated leverage that is commensurate with the current rating. S&P estimates the company's adjusted debt-to-EBITDA ratio at 1.3x in 2020 (from 2.5x in 2019), and that it will stabilize in the low-2.0x area over the following two years. The rating agency forecasts assume a material increase in Eldorado's cash flow and permanent long-term debt reduction this year based on gold price assumptions well below prevailing levels. S&P expects the company will generate solid positive free cash flow at least through 2020, which provides financial flexibility. The rating agency's revised estimates incorporate higher average gold prices this year--prices have trended well above its US$1,650 per ounce (/oz) assumption for the rest of this year (and recently exceeded US$2,000/oz), which could contribute further upside to its earnings and cash flow estimates. S&P also believes the company can maintain relatively stable unit costs (about in line with the industry average), including any impact of the COVID-19 pandemic and associated costs, and production beyond this year. "We assume Eldorado will shortly redeem about 20% (US$59 million) of its second-lien secured debt from equity proceeds received earlier in the year. In our view, the reduction of this high-cost (9.5% coupon) debt will reduce interest expenses and the debt load," S&P said. "We expect Eldorado to generate positive free cash flows in 2020 and maintain sufficient liquidity over the next couple of years. With favorable gold prices and higher expected production from the Kisladag mine this year, we estimate Eldorado will generate meaningful positive free cash flows in 2020," the rating agency said. With close to $450 million in cash and cash equivalents, S&P believes the company has sufficient funds to address its ongoing operational and capital spending requirements. Based on its estimates, S&P believes Eldorado will be able to fund its planned capital spending largely from internally generated cash flows, which would support sustainability of production and relatively stable debt levels over the next few years. The company drew US$150 million under its US$250 million revolver earlier in the year to guard against economic and liquidity uncertainties associated with the pandemic at the time. Currently, the company has no direct need for these funds given strong cash flow generation in the prevailing gold price environment. S&P believes Eldorado would look to repay revolver borrowings in the coming quarters if cash flow generation remains strong. "Sensitivity to gold price volatility will persist, but we believe production expectations are achievable. We expect Eldorado's prospective credit measures will remain sensitive to gold price fluctuations, as well as unexpected operating issues. At present, we do not envision a decline in gold prices to an extent that would jeopardize the rating--at least over the next couple of years. All else being equal, we believe prices would have to decline and remain at about US$1,200/oz for adjusted debt-to-EBITDA in 2021 to increase above 3x. However, prices have been historically volatile, and this is factored into our financial risk assessment on the company," S&P said. S&P now believes the company faces less risk of sustained production issues despite past operating challenges that notably affected gold output at its Kisladag mine. Based on positive results of long-cycle heap leach tests and the planned replacement of the tertiary crushing circuit with a high-pressure grinding roll (HPGR), the company announced improved recoveries and 15-year life mine extension earlier in the year. S&P now expects relatively stable production at the mine, with average life of mine annual production of about 160,000 ounces. The associated capital costs for the HPGR circuit are modest and waste stripping costs are spread over the life of the project. Based on the updated plan for Kisladag, generally steady ramp-up at Lamaque, stability of Efemcukuru, and improving performance at Olympias, S&P has greater confidence in the stability of Eldorado's gold output over the next few years. Eldorado's operating breadth is limited compared with that of similarly rated peers. Eldorado is a small-scale gold producer, with two gold-producing mines in Turkey, and one each in Greece and Canada. "In our view, the company's modest scale and operating breadth weaken its competitive position relative to that of other gold industry peers we rate, especially given the exposure to unexpected operating disruptions." In addition, gold accounts for the bulk of the company's sales, which exposes Eldorado's profitability to historical price volatility," S&P said. "We believe Eldorado will require sizable capital spending to pursue its potential development projects in Greece (Skouries and Perama Hill) and increase production beyond the next few years. Any investment would likely involve material debt funding and increased leverage, which will weaken currently strong credit metrics, and add financial and execution risks during development of these projects," the rating agency said. The stable outlook reflects S&P's expectation that Eldorado will sustain average adjusted debt-to-EBITDA approaching 1x in 2020 and in the low-2x area in the following two years. S&P also expects that strong gold prices in 2020 will help Eldorado generate meaningful positive free cash flows that provide financial flexibility. "We could lower our rating on Eldorado over the next 12 months if leverage deteriorates such that debt-to-EBITDA approaches 3x with significant negative free cash flow generation. This would likely be due to lower-than-expected gold prices, weaker production, or unforeseen operational challenges that weaken gold margins," S&P said. "Although unlikely over the next 12 months, we could raise the rating if Eldorado materially improves its operating breadth and production profile from its development projects or acquisitions without significantly increasing its debt levels or leverage. Under this scenario, we would also expect Eldorado's liquidity position to meaningfully strengthen and reduce the risk associated with future potential growth projects," the rating agency said. FREE FLOW: Posts $80K Net Income in Second Quarter -------------------------------------------------- Free Flow Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q, disclosing net income of $79,858 on $164,401 of total revenues for the three months ended June 30, 2020, compared to a net loss of $34,405 on $58,784 of total revenues for the three months ended June 30, 2019. For the six months ended June 30, 2020, the Company reported net income of $105,072 on $280,780 of total revenues compared to a net loss of $105,522 on $147,569 of total revenues for the same period in 2019. As of June 30, 2020, the Company had $1.97 million in total assets, $1.49 million in total liabilities, $800,935 in total redeemable preferred stock, and a total stockholders' deficit of $320,127. Free Flow said, "In order to continue as a going concern, the Company will need, among other things, Sales of its product lines. Management has obtained such sales through Internet sales and marketing companies who specialize in promotion of such businesses. Management has obtained working capital line of credit from its commercial bank to meet its minimal operating expense and is expecting that cash flow from sales will soon be available to augment the operating capital needs. However, management cannot provide an assurance that the Company will be successful in accomplishing any of its plans." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1543652/000144586620001184/fflo-20200630.htm About Free Flow Free Flow, Inc. is focused on developing the solar energy business along with pharmaceutical (skin care product line), neither one of which had produced any revenues. Free Flow began with focus on the sale of solar panels to the agriculture sector, providing alternate means of electricity to operate pumps for water wells in India and Pakistan. Free Flow stated in ints 2019 Annual Report that, "Future issuances of the Company's equity or debt securities will be required for the Company to continue to finance its operations and continue as a going concern. The Company's present revenues are insufficient to meet operating expenses. The financial statement of the Company has been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses of $559,705 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties." FRONTIER COMMUNICATIONS: Court Extends Exclusivity Periods to 2021 ------------------------------------------------------------------ The Honorable Robert D. Drain granted Frontier Communications Corporation an extension of the period within which the Debtors have the exclusive right to file a bankruptcy-plan through and including February 8, 2021, and to solicit acceptances of the plan through and including April 9, 2021. In roughly four months since the Petition Date on April 14, 2020, the Debtors noted that they have made substantial progress, including smooth transitioning of their business operations into Chapter 11, developing a business plan, and commencing solicitation on a Chapter 11 plan. The Debtors believed that the 180-day extension of the exclusivity period will permit them to proceed toward the goal of confirming a value-maximizing chapter 11 plan of reorganization in an efficient, organized fashion. On August 17, 2020, the Debtors have filed a Fourth Amended Joint Plan of Reorganization. A virtual hearing to consider confirmation of the Amended Plan and entry of the proposed Confirmation Order is scheduled with the Court for August 21 at 10:00 a.m., prevailing Eastern Time. About Frontier Communications Frontier Communications Corporation (OTCMKTS: FTRCQ) is a publicly held provider of telecommunication services and the fourth Incumbent Local Exchange Carrier in the U.S., offers a variety of services to residential and business customers over its fiber-optic and copper networks in 29 states, including video, high-speed internet, advanced voice, and Frontier Secure digital protection solutions. Frontier Communications Corporation and 103 related entities sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-22476) on April 14, 2020. The Honorable Robert D. Drain oversees the cases. Debtors tapped Kirkland & Ellis LLP as legal counsel; Evercore as financial advisor; and FTI Consulting, Inc., as restructuring advisor. Prime Clerk is the claims agent. The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in Debtors’ Chapter 11 cases. The Committee tapped Kramer Levin Naftalis & Frankel LLP as its counsel; Alvarez & Marsal North America, LLC as financial advisor; and UBS Securities LLC as investment banker. On July 10, 2020, the Court denied a motion to dismiss the chapter 11 cases and denied in part and adjourned in part a motion to appoint a trustee or examiner. FRONTIER COMMUNICATIONS: Fined $900K for Misleading Customers ------------------------------------------------------------- Mike Robuck, writing for Fierce Telecom, reports that telecommunications company Frontier Communications will pay a $900,000 fine to Washington state after the attorney general's office found it has misled customers about internet speeds and charged them undisclosed fees. The bulk of the $900,000 fine will go to former Frontier customers in Washington. Earlier this year, Frontier sold its broadband services in three states, including Washington, to Kirkland-based WaveDivision Capital in partnership with Searchlight Capital Partners for $1.35 billion. WaveDivision renamed Frontier Communications Northwest as Ziply Fiber. Washington Attorney General Bob Ferguson's office said in a news release mid-July that Frontier did not adequately disclose fees when advertising and selling its products, and misled subscribers about internet speeds it could provide. Frontier's unlawful deception impacted thousands of Washington consumers, according to the news release. The legal agreement requires the company to be transparent with customers over fees in the future and stop the internet surcharges. "Frontier is pleased to have this matter resolved," a Frontier spokesperson said in an email to FierceTelecom. Ferguson's office started its investigation into Frontier Northwest in 2018 after receiving more than 600 complaints about the company. The investigation included reviews of Frontier Northwest’s website and advertising as part of the office's "Honest Fees Initiative." At its peak, Frontier Northwest served more than 165,000 internet customers, primarily in rural areas of Washington state. The attorneys general's office will set aside the majority of the $900,000 payment to provide restitution to the impacted customers. "Broadband access is integral to our daily lives," Ferguson said in a statement. "The current pandemic has only amplified its importance. Knowing the true cost and speed of our internet connection is essential to make an informed decision about a service that connects us to our work and to each other. Companies must be able to deliver what they promise, at the price they advertise." In a legal settlement that will be filed in Thurston County Superior Court, the attorney general's office said the $900,000 must be paid by Frontier Northwest or its parent, Frontier Communications of Norwalk, Connecticut, pending approval by a bankruptcy court. About Frontier Communications Frontier Communications Corporation (NASDAQ: FTR) offers a variety of services to residential and business customers over its fiber-optic and copper networks in 29 states, including video, high-speed internet, advanced voice, and Frontier Secure digital protection solutions. Frontier Communications Corporation and 103 related entities sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-22476) on April 14, 2020, to seek confirmation of a prearranged $10 billion debt-cutting proposal backed by its bondholders. Judge Robert D. Drain oversees the cases. The Debtors tapped Kirkland & Ellis LLP as legal counsel; Evercore as financial advisor; and FTI Consulting, Inc., as restructuring advisor. Prime Clerk is the claims agent, maintaining the page http://www.frontierrestructuring.com/and https://cases.primeclerk.com/ftr The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. GABRIEL INVESTMENT: Two Competing Plans Filed --------------------------------------------- Gabriel Investment Group, Inc., et al., two Plans of Reorganization has been filed for Gabriel Investment Group, Inc., et al. -- one filed by the Debtors, and another filed by the Official Committee of Unsecured Creditors. The Committee Plan is based on a sale of the Debtors’ assets to Nooner Holding, Ltd. for $6,780,000, which is made up of $5,000,000 for the inventory and $1,780,000 for all the remaining assets. Debtors will retain all of their cash, which as of July 7, 2020, was approximately $1.2 million. However, Nooner Holding, Ltd. is not assuming the Debtors' accounts payable which will be paid from available cash. The actual cash available to creditors is dependent upon variability of cash, inventory, and accounts payable through the Effective Date of the Committee Plan. The Committee Plan further provides that all Causes of Action will be transferred to a Creditor Trust for the benefit of unsecured creditors. The Committee estimates the total outstanding claims against insiders and third parties to be in excess of $2.75 million. The Committee further estimates that it will likely only collect approximately 25% of this amount net of costs and attorney fees. Any recovery on the Causes of Action against Insiders is contingent and uncertain. However, the Committee contends that both Cindy Gabriel (who is guaranteeing the insider note for the Equity Plan) and Johnny Gabriel, Sr. have substantial assets available to at least pay any liability owed by them. This Plan also incorporates a potential sale of Gabriel Investment Group ("GIG") to a third party, which would likely pay all creditors in full; however, the likelihood of such a sale is speculative, such that no value is currently ascribed to the sale of GIG. Based on Debtor’s current inventory and cash, unsecured creditors should expect to recover roughly $900,000 to $1,200,0001 or $.17 to $.23 per dollar plus a potential pro-rata share of any recovery on the Causes of Action, which recovery is estimated to be approximately $655,000 or $.12 per dollar ($655,000/$5,500,000) for a total recovery of $.29 to $.35 per dollar. The Committee Plan carries certain risks. Creditors are advised to review Article IV below for a discussion of these risks. The Debtor's Plan contemplates the substantive consolidation of the estates of all of the Debtors into a single entity which will them be split through a divisive merger into Legacy GIG and the Reorganized Debtor. The Reorganized Debtor will hold all of the operating assets and associated licenses and permits, except for the assets and permits related to a single store location which will remain with Legacy GIG. One hundred percent (100%) of the equity in the Reorganized Debtor will be acquired by Omega which will assume the obligations to Priority and Administrative Creditors along with Class 2, 4 and 5 Allowed Claims which will be paid in full under the Plan. Omega will also pay cash to satisfy the Allowed Claim of PNC, pay $1,875,000 in Cash on the Effective Date for Pro Rata Distribution to Class 6 Unsecured Creditors and pay up to $50,000 to pay Allowed Class 7 Administrative Convenience Creditors (i.e. small claims). In Cash alone, Class 6 Unsecured Creditors holding Allowed Claims will receive 34% of their Allowed Claims paid on the Effective Date of the Plan. A Creditor Trust for the benefit of Allowed Class 6 Creditors will also receive a $200,000 Insider Note and Class B Shares of Legacy GIG which will entitle those Unsecured Creditors to receive payment of the balance of their Allowed Claims with interest if, as and when the GIG Sale Distribution occurs. The monetization of Legacy GIG is subject to the outcome of the TABC Lawsuit. The likelihood of such a sale is speculative, such that no value is currently ascribed to the sale of GIG. Confirmation of the Debtor’s Plan will significantly strengthen Legacy GIG's ability to prosecute that litigation to a successful outcome. A full-text copy of the Joint Disclosure Statement dated July 13, 2020, for the Plans of Reorganization, is available at https://tinyurl.com/y82qah5c from PacerMonitor.com at no charge. Attorney for the Committee: Ronald J. Smeberg Muller Smeberg, PLLC 111 W. Sunset Rd. San Antonio, Texas 78209 Tel: 210-664-5000 Fax: 210-598-7357 - and - Attorneys for the Debtors: Randall A. Pulman Thomas Rice PULMAN, CAPPUCCIO & PULLEN, LLP 2161 NW Military Highway, Suite 400 San Antonio, Texas 78213 Tel: (210) 222-9494 Fax: (210) 892-1610 E-mail: rpulman@pulmanlaw.com trice@pulmanlaw.com About Gabriel Investment Group Gabriel Investment Group, Inc., founded in 1948, operates a chain of package stores that sell wines, liquors, and beers. As of the Petition Date, Gabriel operates 15 package store locations as Gabriel's Liquor and 30 package store locations as Don's & Ben's Liquor. Gabriel Investment Group sought relief under Chapter 11 of the Bankruptcy Code (Bank. W.D. Tex. Lead Case No. 19-52298) on Sept. 27, 2019 in San Antonio Texas. The other debtor affiliates are Don's & Ben's Inc. (Bankr. W.D. Tex. 19-52299); Gabriel Holdings, LLC (Bankr. W.D. Tex. 19-52300); SA Discount Liquors, Inc. (Bankr. W.D. Tex. 19-52301); and Gabriel GP, Inc. (Bankr. W.D. Tex. 19-52302). In the petitions signed by Inez Cindy Gabriel, president, the Debtors were estimated to have assets at $1 million to $10 million and liabilities within the same range. Judge Ronald B. King oversees the cases. The Debtors tapped Pulman Cappuccio & Pullen, LLP, as legal counsel. The Office of the U.S. Trustee appointed creditors to serve on the official committee of unsecured creditors on Nov. 21, 2019. The committee is represented by Muller Smeberg, PLLC. GDS EXPRESS: Reliable Buying Volvo Trucks & 85 Roll Boxes for $139K ------------------------------------------------------------------- G.D.S. Express, Inc., and its affiliates ask the U.S. Bankruptcy Court for the Northern District of Ohio to authorize debtor Better Management Corporation of Ohio, Inc. ("BMC")'s sale of 2012 Volvo VNL64T 630 trucks and 85 roll boxes to Reliable Hauling, LLC or its assignee, as set forth in the Asset Purchase Agreement, free and clear of liens, claims and encumbrances, for $138,500. On Sept. 5, 2019, BMC entered into an End of Term Promissory Note and Security Agreement with Volvo Financial Services ("VFS"), a division of VFS US, LLC, in which Volvo Financial agreed to provide BMC financing in the amount of $37,934 for the purpose of acquiring four 2012 Volvo VNL64T 630 trucks identified by Vehicle Identification Nos. 4V4NC9EH9CN558229, 4V4NC9EH5CN555764, 4V4NC9EH1CN555762 and 4V4NC9EH3CN555763, as more fully described in the Financing Agreement. Pursuant to the terms of the Financing Agreement, BMC (i) promised to pay to VFS the Principal Amount, plus interest, over an eighteen-month term, and (ii) granted VFS a security interest in the Trucks. Upon information and belief, VFS properly perfected its security interest in the Trucks prior to the Petition Date by noting its lien on the title of the Trucks. As of the date of the Motion, VFS asserts that it is owed approximately $40,908, which includes $31,828 in principal, $1,204 in interest, $443 in late charges, $1,633 in a prepayment penalty, and approximately $5,800 in accrued attorney's fees and legal expenses. In June of 2020, the Debtors received the Offer from the Buyer to purchase (i) the Trucks and (ii) 85 roll boxes, consisting of all of BMC's roll boxes except those located at its New Waterford location for the total amount of $138,500, allocated as follows: (i) $45,000 for the Trucks and (ii) $93,500 for the Boxes. After consulting with VFS and Northwest Bank regarding the Buyer's Offer, the Debtors prepared the Purchase Agreement in accordance with the material terms thereof. VFS, the only party with a perfected security interest in the Trucks, and Northwest Bank, the only party known to have a lien on the Boxes, consent to the sale of the Acquired Assets under the terms of the Purchase Agreement. Upon information and belief, the Committee does not object to the relief sought in the Motion. Upon the closing of the sale of the Acquired Assets, the Debtors further ask authority to: (i) transfer the Box Proceeds to Northwest Bank and (ii) use the Truck Proceeds to remit payment of the VFS Claim amount to VFS. They ask that the remaining Truck Proceeds be turned over to them, to the extent necessary, to pay the fees and costs associated with the disposition of the Acquired Assets. The private sale of the Acquired Assets as set forth in the Purchase Agreement maximizes the value of the Acquired Assets for the Debtors' estates. The Acquired Assets are currently sitting idle while Debtors continue to incur significant administrative costs with respect to storing, insuring and maintaining the Acquired Assets. Because the Debtors are liquidating and there are no significant receivables, a fast sale of the Acquired Assets is more beneficial to the estate than a lengthy marketing process that will result in very little interest. The Debtors believe it would be in the best interests of their estates to consummate the sale of the Acquired Assets as soon as practicable to avoid any additional time and resources being spent on the matter. As such, the Debtors ask that the Court waives the 14-day stay provided in Bankruptcy Rules 6004(h) and 6006(d). A copy of the Agreement is available at https://tinyurl.com/yxhcec2n from PacerMonitor.com free of charge. About G.D.S. Express G.D.S. Express, Inc. -- http://www.gdsexpress.com/-- is a family-owned trucking company that provides services in 48 states, with general freight and garment-on-hangers service in both the U.S. and Mexico. It operates with 75 owner operators and 60 company trucks. Headquartered in Akron, Ohio, G.D.S. Express was founded in 1990 by Jack Delaney, a former Roadway Express executive. G.D.S. Express and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 19-53034) on Dec. 27, 2019. At the time of the filing, G.D.S. Express was estimated to have assets of less than $50,000 and liabilities of between $1 million and $10 million. Judge Alan M. Koschik oversees the cases. Brouse McDowell, LPA, is the Debtors' legal counsel. The U.S. Trustee for Region 9 appointed a committee of unsecured creditors on Jan. 15, 2020. The committee is represented by Levinson LLP. GENERAL CANNABIS: Delays Filing of Q2 Quarterly Report ------------------------------------------------------ General Cannabis Corp filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its Quarterly Report on Form 10-Q for the period ended June 30, 2020. General Cannabis was unable, without unreasonable effort or expense, to file its Form 10-Q within the prescribed time period because additional time is required to finalize its financial statements. The Company currently anticipates that it will file the Form 10-Q within the additional time provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended. About General Cannabis Corp Headquartered in Denver, Colorado, General Cannabis Corp -- http://www.generalcann.com/-- provides services to the cannabis industry. The company is a trusted partner to the cultivation, production and retail sides of the cannabis business. It achieves this through a combination of strong operating divisions, capital investments and real estate. General Cannabis reported a net loss of $12.46 million for the year ended Dec. 31, 2019, compared to a net loss of $16.97 million for the year ended Dec. 31, 2018. As of March 31, 2020, the Company had $2.66 million in total assets, $8.35 million in total current liabilities, and a total stockholders' deficit of $5.69 million. Marcum LLP, in Melville, NY, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 14, 2020, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. GFL ENVIRONMENTAL: Moody's Rates New $600MM Secured Notes 'Ba3' --------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to GFL Environmental Inc.'s proposed new $600 million senior secured notes due in 2025. The B1 corporate family rating, B1-PD probability of default rating, Ba3 ratings on GFL's existing senior secured bank credit facility and senior secured notes and B3 ratings to its senior unsecured notes remain unchanged. The Speculative Grade Liquidity Rating also remains unchanged at SGL-2. The outlook remains stable. GFL announced on August 13, 2020 that it has entered into a definitive agreement to acquire WCA Waste Corporation. This transaction comes on the heels of the July announcement by GFL to acquire certain assets from the Waste Management and Advanced Disposal Services merger. Both acquisitions are expected to close in the second half of 2020 and are valued at a total of approximately $2.1 billion. GFL will fund the acquisitions with the net proceeds from the senior secured notes issuance, $600 million proceeds from the issuance of preferred equity, cash on hand (C$700) and amounts drawn on its revolving credit facility. The transactions are expected to increase GFL's pro forma leverage for FY2020E from 4.6x to 4.8x. Assignments: Issuer: GFL Environmental Inc. Senior Secured Regular Bond/Debenture, Assigned Ba3 (LGD3) RATINGS RATIONALE GFL's B1 CFR is constrained by: 1) its history of aggressive debt-financed acquisition growth strategy; 2) Moody's expectation that leverage will remain above 4x in the next 12 to 18 months (about 4.8x pro forma for recent acquisitions and the proposed notes issuance); 3) the short time frame between acquisitions which increases the potential for integration risks and creates opacity of organic growth; and 4) GFL's majority ownership by private equity firms, which may continue to hinder deleveraging. However, GFL benefits from: 1) the company's diversified business model; 2) high recurring revenue supported by long term contracts; 3) its good market position in the stable Canadian and US non-hazardous waste industry; 4) EBITDA margins that compare favorably with those of its investment grade rated industry peers; and 5) good liquidity. The stable outlook reflects Moody's view that GFL will sustain a leverage that will remain below 5x and maintain its stable margins and good liquidity in the next 12 to 18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded if GFL demonstrates consistent and visible organic revenue growth, maintains good liquidity and sustains adjusted debt/EBITDA below 4.0x (4.8x pro forma FY2020E) and EBIT/Interest above 2.0x (1.6x pro forma FY2020E). The ratings could be downgraded if liquidity weakens, possibly caused by negative free cash flow, if there is a material and sustained decline in margins due to challenges integrating acquisitions or if adjusted Debt/EBITDA is sustained above 5.0x (4.8x pro forma FY2020E) and EBIT/Interest falls below 1.5x (1.6x pro forma FY2020E). GFL has good liquidity. Sources are approximately C$900 million with no mandatory debt repayments over the next 12 months. After the closing of the acquisitions of WCA Waste Corporation and the Waste Management assets, GFL is projected to have limited cash on its balance sheet. GFL will have approximately C$550 million of availability under its C$628 million and $40 million revolving credit facilities, both due August 2023, and Moody's expected free cash flow of about C$350 million over the next 12 months to June 2021. GFL's revolver is subject to a net leverage covenant, which Moody's expects will have at least a 40% cushion over the next four quarters. GFL has limited flexibility to generate liquidity from asset sales as its assets are encumbered. Environmental risks considered material are the various regulations and requirements that GFL is subjected to for the collection, treatment and disposal of waste. GFL has a long track record of adhering to the requirements for the proper handling of the waste materials encountered. The governance considerations Moody's makes in GFL's credit profile include the majority ownership by private equity firms as well as its history of debt-financed acquisitions and aggressive financial policies, which may be reversed after the completion of the IPO earlier this year. Moody's also considered GFL's track record of successfully integrating its acquisitions for the expansion of its business as well as the management team's experience in the amalgamation of the businesses. The Ba3 ratings on the senior secured notes and term loan are one notch above the CFR due to the senior debt's first priority access to substantially all of the company's assets as well as loss absorption cushion provided by the senior unsecured notes. The B3 rating on the senior unsecured notes is two notches below the CFR due to the senior unsecured notes' junior position in the debt capital structure. The principal methodology used in this rating was Environmental Services and Waste Management Companies published in April 2018. GFL Environmental Inc., headquartered in Toronto, provides solid waste and liquid waste collection, treatment and disposal solutions and soil remediation services to municipal, industrial and commercial customers in Canada and the US. Pro forma for acquisitions, annual revenue is approximately C$5.0 billion. GFL is publicly traded on the Toronto Stock Exchange and New York Stock Exchange. GO-GO'S GREEK: Unsecureds Get 100% Distribution of Claims --------------------------------------------------------- A chapter 11 plan for GO-GO'S GREEK GRILLE, LLC, was proposed by Michael Anastasas. The Proponent proposes to pay priority, administrative, secured, and general unsecured claims 100% of their allowed claims from an equity injection as well as the future operations of the Debtor. This Plan of Reorganization under chapter 11 of the Bankruptcy Code proposes to pay creditors of the Debtor from the Debtor's future revenue. The Proponent of the Plan intends to return the original management team to run the Debtor's operations and restore confidence in the food quality. The Proponent also intends to inject capital into the Debtor's business to address areas of weakness, including delivery ordering and outdoor dining, which is believed will provide a 15 to 20% in today's dining climate will provide a 15% to 20% increase in operating revenue in a short period of time. This Plan provides for one (1) class of priority creditors, four (4) classes of secured claims; one (1) class of unsecured claims; and two (2) classes of equity security holders. Unsecured creditors holding allowed claims will receive pro rata distributions over time which the Debtor presently estimates at a 10% distribution. This Plan also provides for the payment of administrative and priority claims under the terms to the extent permitted by the Code or by agreement between the Debtor and the claimant. The Plan proposes to pay unsecured creditors a total of $18,000 (approximately a 10% distribution) over a period of 60 months. Based on proponent's previous experience with the operations the debtor, he proposes the Plan of Reorganization below which proposes to pay all allowed secured claims in full within 60 months of the effective date of the Plan, and all allowed unsecured claims within 84 months of the effective date of the Proponents Plan. A full-text copy of the Plan of Reorganization dated July 13, 2020, is available at https://tinyurl.com/ybfex8ze from PacerMonitor.com at no charge. Counsel for the Proponent: M. Vincent Pazienza, Esq. PazLaw 23110 State Road 54, #277 Lutz, Florida 33549-6933 Tel: (813) 949-9595 Fax: (813) 949-8686 E-mail: Vincent@PazLaw.com E-mail: efile@PazLaw.com About Go-Go's Greek Grille Go-Go's Greek Grille LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-10198) on Oct. 28, 2019. 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. The case is assigned to Judge Catherine Peek Mcewen. The Debtor is represented by Buddy D. Ford, P.A. The U.S. Trustee did not appoint an official committee of unsecured creditors in the Debtor's case. GOLD AND SILVER: Seeks to Hire Paul C. Balassa as Special Counsel ----------------------------------------------------------------- Gold and Silver Auto Sales, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire the Law Office of Paul C. Balassa, PLLC as special litigation counsel. Debtor requires the firm's legal assistance to appeal the Circuit Court for Prince George's County's decision in a class action lawsuit entitled McKay et al. v. Gold and Silver Auto Sales, LLC (Case No. 00488). The Circuit Court on March 10 entered a judgment of $179,303 in favor of the plaintiffs who sought damages for violations of the Maryland Consumer Protection Act. Balassa will be paid at the rate of $325 per hour. The firm received an initial retainer of $1,500 in connection with the appeal. Balassa does not represent any interest adverse to Debtor and its estate in the matters upon which the firm is to be engaged, according to court filings. The firm can be reached through: Paul C. Balassa, Esq. Law Office of Paul C. Balassa, PLLC 2138 Priest Bridge Court, Suite 1 Crofton, MD 21114 Telephone: (443) 274-6113 Facsimile: (443) 274-6060 Email: paul@balassalaw.com About Gold and Silver Auto Sales Gold and Silver Auto Sales, LLC filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 20-14710) on April 28, 2020, listing under $1 million in both assets and liabilities. Judge Thomas J. Catliota oversees the case. Augustus T. Curtis, Esq., at Cohen, Baldinger & Greenfield, LLC is Debtor's legal counsel. GOLD'S GYM: RSG Group Buying Business for $100 Million ------------------------------------------------------ Dom DiFurio, writing for Dallas News, reports that Dallas-based Gold's Gym is set to be acquired by German fitness company RSG Group for an estimated $100 million, according to a release. Amid the economic pressure of pandemic lockdowns, the fitness chain filed for Chapter 11 bankruptcy protection May 4 in order to restructure its debt and close locations. Gold's closed 32 clubs as part of the bankruptcy, including three in the Dallas area. The gym chain will emerge from bankruptcy with 61 company-owned gyms and more than 600 franchise-owned locations, according to RSG Group. "Gold's Gym is a fitness institution that had a major influence on the industry's development. It was a huge source of inspiration when I was setting up my first McFIT studio in Würzburg, Germany back in 1997," RSG Group founder and CEO Rainer Schaller said in a statement. "I am incredibly proud that, in partnership with their current leadership team, we will be able to breathe new life into this iconic brand under the umbrella of the RSG Group." Billionaire Robert Rowling's private holding company TRT Holdings, Inc. has owned the Gold's Gym since 2004 when it purchased it for $158 million. The holding company explored a possible sale of the gym in summer 2018. It subsequently called off the sale and named a new CEO, Adam Zeitsiff, saying it would reinvest in the fitness chain. "For us, this acquisition will open up brand-new opportunities to lead Gold's Gym into a strong future together," Zeitsiff said in a statement. "My team and I are excited to partner with RSG and we look forward to much success for our team members, our members, and our global brand." During bankruptcy, Gold's recently took steps to evolve its franchise model. It's including options to build smaller gyms requiring less investment in the hopes it will make franchising more accessible to a wider swath of potential operators. RSG Group is run by Rainer Schaller and owns operates McFit -- the largest fitness chain in Germany. Founded in 1997, McFit employs about 5,000 employees across 48 countries and more than 300 locations. RSG Group acquisition of Gold's is expected to fuel its expansion onto six continents, according to the company. About Gold's Gym Founded in 1965, Gold's Gym operates a network of company-owned and franchised fitness centers. It owns and operates approximately 95 gyms domestically, and holds franchise agreements for more than 600 gyms domestically and internationally. Its majority owner is TRT Holdings, Inc. -- acquired the business in 2004. GGI Holdings, LLC, Gold's Gym International, Inc. and other related entities sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 20-31318) on May 4, 2020. GGI Holdings was estimated to have assets and debt of $50 million to $100 million. The Hon. Harlin Dewayne Hale is the case judge. The Debtors tapped Dykema Gossett PLLC as bankruptcy counsel. BMC Group Inc. is the claims agent. GOOD SAMARITAN: CHC Purchases 2 Facilities for $7.5M ---------------------------------------------------- Justin Dawes, writing for Albany Business Review, reports that the A New York City chain Centers Health Care is planning to purchase two adjacent facilities in Delmar, New York, for $7.5 million. Centers Health Care, based in the Bronx, confirmed it plans to purchase the 120-bed Bethlehem Commons Care Center, at 125 Rockefeller Road, and the 67-room Kenwood Manor assisted living center, at 141 Rockefeller Rd. The company is already serving as the court-approved operator while its certificate of need application is pending with the state Department of Health, CHC said. The applications were received on March 27, 2020. Lutheran Care Network is the parent company of the two facilities. It filed for voluntary Chapter 11 bankruptcy protection on Dec. 12, 2019. Bethlehem Commons Care Center has been renamed Delmar Center for Rehabilitation and Nursing, and Kenwood Manor has been renamed Albany Center for Independent Living. A spokesperson said CHC has replaced leadership for the two locations and other staff remain in place. The addition of these two facilities expands CHC's presence in the Capital Region to five locations, including Troy Center, Schenectady Center and Fulton Center in Gloversville. "We're thrilled to welcome with open arms the residents, their family members and our new staff to the Centers family and we rededicate these facilities to providing the finest care and service, which have made these two homes so vital to the communities they serve," CHC CEO Kenny Rozenberg said. CHC owns nearly 50 skilled nursing and rehabilitation facilities in New York state, New Jersey, Rhode Island and Kansas. The company also owns two renal dialysis centers, two urgent care centers and more. About Good Samaritan Lutheran Health Care Center Good Samaritan LutheranHealth Care Center, Inc. -- http://www.goodsamvillage.org/-- operates a 120-bed nonprofit skilled nursing facility certified by the New York State Department of Health under Article 28 of the Public Health Law. It operates under the name Bethlehem Commons Care Center. Good Samaritan Lutheran Health Care Center, Inc., and Kenwood Manor, Inc. filed separate Chapter 11 bankruptcy petitions (Bankr. N.D.N.Y. Lead Case No. 19-12215) on Dec. 12, 2019. The petitions were signed by Thomas Roemke, secretary of Good Samaritan's Board of Directors. At the time of the filing, Good Samaritan had estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. Kenwood Manor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Robert E. Littlefield Jr. oversees the cases. The Debtors tapped Stradley Ronon Stevens & Young, LLP as their legal counsel. GOURDOUGH'S HOLDINGS: Seeks to Hire Cloudbooks as Bookkeeper ------------------------------------------------------------ Gourdough's Holdings, LLC, and its affiliates seek approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Cloudbooks, LLC to provide bookkeeping services. The firm will be paid at the rate of $45 per hour. Cloudbooks 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: Kathy Millsap Tabitha Scott Cloudbooks, LLC 1115 Petroglyph Trail Pflugerville, TX 7866 Telephone: (512) 203-7451 About Gourdough's Holdings Gourdough's Holdings, LLC and its affiliates operate in the service industry and have made a name for themselves in the Austin food scene. The companies started as a food trailer in 2009. Gourdough's Holdings holds 100 percent of the interest in Gourdough's LLC, which operates the location on South First, and 80 percent of the interest of Gourdough's Public House, LLC, which operates the dine-in restaurant location on S. Lamar. Gourdough's Holdings and its affiliates sought Chapter 11 protection (Bankr. W.D. Tex. Lead Case No. 20-10720) on June 22, 2020. At the time of the filing, Gourdough's Holdings had estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. Judge H. Christopher Mott oversees the cases. Debtors have tapped Hajjar Peters, LLP as their bankruptcy counsel and Texas Liquor Control as their tax consultant. GRAPHIC PACKAGING: S&P Rates New $350MM Senior Unsecured Notes BB+ ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB+' issue-level rating and '3' recovery rating to Atlanta-based Graphic Packaging International LLC's proposed $350 million senior unsecured notes due 2029. The '3' recovery rating indicated S&P's expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. Graphic Packaging intends to use the proceeds from these notes to repay a portion of the outstanding borrowings under its revolving credit facility, which it used to redeem a portion of its membership interests held by International Paper for an aggregate price of $250 million, as well as for general corporate purposes. All of S&P's other ratings on Graphic Packaging remain unchanged. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P has assigned its 'BB+' issue-level rating and '3' recovery rating (50%-70%; rounded estimate: 50%) to the company's proposed $350 million senior unsecured notes. -- S&P's simulated default scenario contemplates a default occurring in 2025 following an abnormally weak macroeconomic environment that reduces the company's end-market demand, which leads to lower business volumes and rising raw material and energy costs. Graphic's cash flow would become insufficient to cover its interest expense, the required amortization on its term loans, its working capital, and its maintenance capital outlays. S&P assumes these conditions would impair the company's ability to meet its fixed charges, which eventually drains its liquidity and triggers a bankruptcy filing. -- S&P believes Graphic Packaging's underlying business would continue to have considerable value. Therefore, it expects that it would emerge from bankruptcy rather than pursue a liquidation. Simulated default assumptions -- Simulated year of default: 2025 -- EBITDA multiple: 6.0x -- EBITDA at emergence: $745.3 million -- Jurisdiction: U.S. Simplified waterfall -- Net enterprise value (after 5% administrative costs): $4.248 billion -- Valuation split (obligors/nonobligors): 85%/15% -- Priority claims: $560 million -- Value available to first-lien debt (collateral/non-collateral): $3.465 billion/$223 million -- Secured debt claims: $2.562 billion -- Value available to unsecured debt (collateral/non-collateral): $903/$223 million -- Senior unsecured debt claims: $2.119 billion -- Recovery expectations: 50%-70% (rounded estimate: 50%) Note: Debt amounts include six months of accrued interest that S&P assumes will be owed at default. Collateral value includes asset pledges from obligors (after priority claims) plus equity pledges in nonobligors. S&P generally assumes usage of 85% for cash flow revolvers at default. GRUPO AEROMEXICO: Hires Financial Advisor and Investment Banker --------------------------------------------------------------- Grupo Aeromexico, S.A.B. de C.V., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Rothschild & Co US Inc. and Rothschild & Co Mexico S.A. de C.V., as financial advisor and investment banker to the Debtors. Grupo Aeromexico requires Rothschild to: (a) identify and initiate potential Transactions; (b) review and analyze the Debtors' assets and the operating and financial strategies of the Debtors; (c) review and analyze the business plans and financial projections prepared by the Debtors including, but not limited to, testing assumptions and comparing those assumptions to historical company and industry trends; (d) evaluate the Debtors' debt capacity in light of their projected cash flows and assisting in the determination of an appropriate capital structure for the Debtors; (e) assist the Debtors and their other professionals in reviewing the terms of any proposed Transaction, in responding thereto and, if directed, in evaluating alternative proposals for a Transaction; (f) determine a range of values for the Debtors and any securities that the Debtors offer or propose to offer in connection with a Transaction; (g) advise the Debtors on the risks and benefits of considering any potential Transaction with respect to the Debtors' intermediate and long-term business prospects and strategic alternatives to maximize the business enterprise value of the Debtors; (h) review and analyze any proposals the Debtors receive from third parties in connection with a Transaction, including, without limitation, any proposals for debtor in possession financing, as appropriate; (i) assist or participate in negotiations with parties in interest, including, without limitation, any current or prospective creditors of, holders of equity in, or claimants against the Debtors and/or their respective representatives in connection with any potential Transaction; (j) advise the Debtors with respect to, and attending, meetings of the Debtors' Board of Directors, creditor groups, official constituencies and other interested parties, as necessary; (k) if requested by the Debtors, participating in hearings before the Court and providing relevant testimony with respect to the matters described in the Engagement Letter and issues arising in connection with any proposed Plan; (l) assist the Company in raising new debt or equity, including, but not limited to, debtor in possession and/or exit financing in connection with these Chapter 11 Cases, including developing marketing materials, creating and maintaining a data room and contact log, initiating contact with potential capital providers and running the process for a New Capital Raise; and (m) subject to Court approval, rendering such other financial advisory and investment banking services as may be agreed upon by Rothschild & Co and the Debtors. Rothschild will be paid as follows: (a) Commencing as of the date of the Engagement Letter, whether or not a Transaction is proposed or consummated, an advisory fee (the "Monthly Fee") of $250,000 per month, payable by the Debtors in advance on the first day of each month. (b) A "Completion Fee" of $9,250,000, payable upon the earlier of (i) the confirmation and effectiveness of a Plan and (ii) the closing of a Transaction. (c) A "New Capital Fee" equal to (i) 1.0% of the face amount of any senior secured first priority debtor-in-possession financing raised; (ii) 2.5% of the face amount of any debtor-in-possession financing raised that is not set forth in clause (i); (iii) 1.5% of the face amount of any senior secured debt raised (other than debtor-in- possession financing); (iv) 2.5% of the face amount of any junior secured debt raised (other than debtor-in- possession financing); (v) 3% of the face amount of any senior or subordinated unsecured debt raised and (vi) 3.5% of any equity capital, capital convertible into equity or hybrid capital raised, including, without limitation, equity underlying any warrants, purchase rights or similar contingent equity securities (each, a "New Capital Raise"), in each case raised in connection with, or prior to, a Transaction for which the Completion Fee is earned. With respect to any portion of the new capital raised in a New Capital Raise, the New Capital Fee shall be payable at the time at which such new capital is (x) committed and (y) made available to the Company with all conditions precedent to availability satisfied (the requirements set forth in clauses (x) and (y), together, the "Payment Conditions"). For the avoidance of doubt, if only a portion of the new capital raised in New Capital Raise satisfies the Payment Conditions, then (A) a New Capital Fee shall be payable with respect to such portion of the new capital and (B) an additional portion of the New Capital Fee shall be payable when any additional portion of the new capital raised in such New Capital Raise satisfies the Payment Conditions. For the further avoidance of doubt, the term "raised" shall include the amount of new capital satisfying the Payment Conditions whether or not such amount (or any portion thereof) is drawn down at closing or is ever drawn down and whether or not such amount (or any portion thereof) is used to refinance existing obligations of the Debtor. For the further avoidance of doubt, the New Capital Fee relating to any warrants, purchase rights or similar contingent equity securities shall be due and payable upon the closing of the transaction by which such instruments are issued and shall be calculated as if all such instruments are exercised in full (and the full cash exercise price is paid) on the date of such closing, whether or not all or any portion of such instruments are vested and whether or not such instruments are actually so exercised. (d) Notwithstanding anything in the Engagement Letter to the contrary, the aggregate amount of fees paid to Rothschild & Co under the Engagement Letter shall not exceed $25 million (after giving effect to the credits set forth in Section 5 of the Engagement Letter and in the following subsection). (e) Rothschild & Co has agreed to credit against any Completion Fee, without duplication, (i) 50% of the first six Monthly Fees paid, (ii) 50% of any Monthly Fees paid in excess of $4.50 million, and (iii) 100% of the portion of any New Capital Fees paid with respect to new capital raised from existing shareholders of the Company as of the date of the Engagement Letter and/or the government of Mexico, provided that the sum of such credits set forth in clauses (i), (ii), and (iii) shall not exceed the Completion Fee. (f) Further, the Debtors agreed to reimburse Rothschild & Co's reasonable expenses, including, among other things, reasonable expenses incurred in connection with Rothschild & Co's performance of its engagement under the Engagement Letter, including, without limitation, the reasonable fees, disbursements and other charges of Rothschild & Co's counsel (without the requirement that the retention of such counsel be approved by the Court). Reasonable expenses shall also include, but not be limited to, expenses incurred in connection with travel and lodging, data processing and communication charges, research, and courier services. Homer Parkhill, co-head of restructuring of Rothschild & Co US Inc. and Rothschild & Co Mexico S.A. de C.V., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Rothschild can be reached at: Homer Parkhill ROTHSCHILD & CO US INC. ROTHSCHILD & CO MEXICO S.A. DE C.V. 1251 Avenue of the Americas, 33rd Floor New York, NY 10020 Tel: (212) 403-3500 About Grupo Aeromexico, S.A.B. de C.V. Grupo Aeromexico, S.A.B. de C.V. -- https://www.aeromexico.com/ -- is a holding company whose subsidiaries are engaged in commercial aviation in Mexico and the promotion of passenger loyalty programs. Aeromexico, Mexico's global airline, has its main hub at Terminal 2 at the Mexico City International Airport. Its destinations network features the United States, Canada, Central America, South America, Asia and Europe. Grupo Aeromexico and three of its subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11563) on June 30, 2020. In the petitions signed by CFO Ricardo Javier Sanchez Baker, the Debtors reported consolidated assets and liabilities of $1 billion to $10 billion. The Debtors have tapped Davis Polk & Wardwell LLP as their bankruptcy counsel, White & Case LLP and Cervantes Sainz, S.C. as special counsel, AlixPartners, LLP as financial advisor, and Epiq Bankruptcy Solutions as claims agent. SkyWorks Capital, LLC serves as Debtors' financial advisor in connection with their aircraft fleet restructuring efforts. GUNSMOKE LLC: Gets Approval to Hire Bookkeeper, Accountant ---------------------------------------------------------- Gunsmoke, LLC received approval from the U.S. Bankruptcy Court for the District of Colorado to hire Nickie Stobbe of Profit Accounting Plus and Brian Jacobson of Haynie & Company as its bookkeeper and accountant, respectively. Ms. Stobbe charges an hourly fee of $65 while Mr. Jacobson and his staff charge $300 per hour and $130 per hour, respectively. Both disclosed in court filings that they are "disinterested persons" within the meaning of Section 101(14) of the Bankruptcy Code. Ms. Stobbe holds office at: Nickie Stobbe Profit Accounting Plus, LLC Loveland, CO 80537 Telephone: (970) 215-6337 Email: ns@970pap.com Mr. Jacobson holds office at: Brian Jacobson Hayne & Company 200 E 7th St., Suite 300 Loveland, CO 80537 Telephone: (970) 667-5316 Facsimile: (970) 667-2269 About Gunsmoke LLC Gunsmoke, LLC, a gun shop in Loveland, Colo., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 20-14962) on July 22, 2020. At the time of the filing, Debtor had estimated assets of between $100,001 and $500,000 and liabilities of between $1 million and $10 million. Jorgensen, Brownell & Pepin P.C. is Debtor's legal counsel. H-CYTE INC: Incurs $6.43 Million Net Loss in Second Quarter ----------------------------------------------------------- H-Cyte, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $6.43 million on $19,500 of revenues for the three months ended June 30, 2020, compared to a net loss of $5.30 million on $2.43 million of revenues for the three months ended June 30, 2019. For the six months ended June 30, 2020, the Company reported a net loss of $8.85 million on $1.04 million of revenues compared to a net loss of $8.99 million on $3.76 million of revenues for the same period during the prior year. As of June 30, 2020, the Company had $2.68 million in total assets, $15.03 million in total liabilities, $6.40 million in total mezzanine equity, and a total stockholders' deficit of $18.75 million. H-CYTE said, "COVID-19 has adversely affected the Company's financial condition and results of operations. In the first quarter of 2020, the Company took steps to protect its vulnerable patient base (elderly patients suffering from chronic lung disease) by cancelling all treatments effective March 23, 2020 through mid-July 2020. The Company made the decision in late March, to layoff approximately 40% of its employee base, including corporate and clinical employees, and to cease operations at the LHI clinics in Tampa, Scottsdale, Pittsburgh, Nashville, and Dallas. The Company resumed operations in July at the Tampa and Nashville clinics, in August at the Scottsdale clinic, and plans to resume operations in September at the Pittsburgh clinic. The Pittsburgh clinic will re-open temporarily in September but will cease operations permanently at the end of October 2020. The Dallas clinic will not re-open and will be closed permanently. "The Company has historically incurred losses from operations and expects to continue to generate negative cash flows as the Company's revenue activities were suspended until July. "The Company will incur losses until sufficient revenue is attained utilizing the infusion of capital resources to expand marketing and sales initiatives along with the development of a L-CYTE-01 protocol and taking that protocol through the FDA process. Due to the coronavirus outbreak ("COVID-19"), the Company was unable to perform treatments from March 23, 2020 until July 2020. The Company has contacted its patients that are scheduled to come in for treatment, both first time patients and recurring patients, and have rescheduled many of these patients to July, August, and September 2020. There is no guarantee that the Company will be able to continue to treat patients due to the coronavirus outbreak; as such, the Company cannot estimate if it will be safe to continue to treat patients and generate revenue. "With the Company's revenue-generating activities suspended during the second quarter, and the uncertainty around the COVID-19 outbreak, the Company will need to raise cash from debt and/or equity offerings to continue with its efforts to take the L-CYTE-01 protocol to the FDA for treatment of chronic lung diseases. There can be no assurance that the Company will be successful in doing so." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1591165/000149315220015772/form10-q.htm About H-CYTE, Inc. Headquartered in Tampa, Florida, H-CYTE -- http://www.HCYTE.com-- was formed to build and develop a diversified portfolio of innovative medical technology products and services to improve quality of life for patients. The DenerveX System is H-CYTE's first product and is intended to provide long-lasting relief from pain associated with facet joint syndrome. For biomedical services, H-CYTE manages Lung Health Institute. Lung Health Institute is in regenerative medicine that specializes in cellular therapies to treat chronic obstructive pulmonary disease (COPD) and other chronic lung diseases. In late 2019, H-CYTE's biologics division, LungCYTE, plans to submit an IND to the FDA to study novel and proprietary biologics for treatment of COPD. H-Cyte reported a net loss of $29.81 million for the year ended Dec. 31, 2019, compared to a net loss of $4.39 million for the year ended Dec. 31, 2018. As of March 31, 2020, the Company had $1.20 million in total assets, $6.89 million in total liabilities, $6.28 million in total mezzanine equity, and a total stockholders' deficit of $11.97 million. Frazier & Deeter, LLC, in Tampa, Florida, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 22, 2020 citing that the Company has negative working capital, has an accumulated deficit, has a history of significant operating losses and has a history of negative operating cash flow. Additionally, the Company has closed clinic operations and experienced significant losses related to COVID-19 in 2020. These factors raise substantial doubt about the Company's ability to continue as a going concern. HANNON ARMSTRONG: Fitch to Rate Unsecured Notes 'BB+' ----------------------------------------------------- Fitch Ratings has assigned expected ratings of 'BB+' to the unsecured notes issued jointly by HAT Holdings I LLC and HAT Holdings II LLC, which are the indirect subsidiaries of Hannon Armstrong Sustainable Infrastructure Capital (HASI; Long-Term Issuer Default Rating BB+/Stable). The notes will be guaranteed by HASI. Simultaneously, Fitch has assigned an expected rating of 'BB+' to the proposed convertible notes being issued by HASI. Net proceeds from the note issuances will be used for investments in eligible green projects and for general corporate purposes. KEY RATING DRIVERS The expected ratings on the unsecured debt and the convertible notes are equalized with HASI's long-term IDR as they rank equally with the firm's outstanding unsecured notes. The expected ratings also reflect the availability of an unencumbered asset pool, which suggests average recovery prospects for debtholders under a stressed scenario. Pro forma for these issuances, Fitch estimates that unsecured debt (at par) would increase to approximately 70% of total debt outstanding; up from 62% at June 30 2020. Fitch views the increase favorably, as it enhances the firm's funding flexibility. Fitch expects HASI will continue to be opportunistic with regard to future unsecured issuance. HASI had $31 million of borrowings outstanding on its secured revolving credit facility at June 30, 2020 and no term debt maturities until Sept. 1, 2022 when $150 million of convertible notes come due. HASI's leverage will increase to 2.0x pro forma for these issuances, up from 1.6x at June 30, 2020. While leverage will increase beyond the four-year average of 1.8x as a result of these transactions, it will remain below the specified leverage limit of 2.5x. While HASI does not have a defined leverage limit by asset class, consolidated leverage factors in the portfolio mix and an assessment of the credit, liquidity, and price volatility of each investment. Fitch believes HASI's leverage limit of 2.5x is appropriate for the portfolio risk and ratings and expects HASI to maintain appropriate headroom to the limit to account for potential increases in mezzanine debt or common equity securities. The global coronavirus pandemic has brought forth uncertainty and disruption to the global economy. Still, as of June 30, 2020, Hannon had not recorded any losses on its balance sheet, although it did increase its loss allowance estimate related to the receivables book by approximately $3 million in 2Q20. While Fitch believes Hannon is relatively well positioned for an economic slowdown, it expects near-term weakness in operating performance given the firm's direct exposure to consumer credit in residential and community solar projects as well as exposures to non-government entities in energy efficiency and solar projects. Hannon may also suffer from delays in project permitting, equipment deliveries, or construction progress or from an increase in equipment pricing that could negatively impact its investment's performance. However, the deterioration in the existing portfolio may be partially offset by continued investment in new projects. A spike in non-accruals, a write-down in equity investments and/or material deterioration in operating performance could lead to negative rating action, particularly if it leads to a meaningful increase in leverage. HASI's rating remains supported by its established, albeit niche, market position within the renewable energy financing sector, experienced management team, diversified investment portfolio, strong credit track record and a fairly conservative underwriting culture. The affirmation also incorporates its adherence to leverage limits that are commensurate with the risk profile of the portfolio, demonstrated access to public equity and unsecured debt markets and long-term relationships with its customers. Rating constraints include modest scale, dependence on access to the capital markets to fund portfolio growth and a limited ability to retain capital due to dividend distribution requirements as a REIT. Additionally, Fitch views with caution Hannon's opportunistic shift in its portfolio mix toward higher-risk mezzanine debt and common equity exposures. The Stable Outlook reflects Fitch's expectation for broadly consistent operating performance; the continuation of strong asset quality trends; the management of leverage in a manner that is consistent with the risk profile of the portfolio; and the maintenance of a strong funding profile, which provides solid flexibility. RATING SENSITIVITIES The expected ratings on the unsecured debt and the convertible notes are sensitive to changes to HASI's long-term IDR and the level of unencumbered balance sheet assets relative to outstanding debt. An increase in secured debt and/or a sustained decline in the level of unencumbered assets, to such an extent that expected recoveries on the senior unsecured debt were adversely affected, could result in the unsecured debt ratings being notched down from the IDR. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade: The ability to demonstrate franchise resilience in an increasingly competitive environment and through current economic conditions, the maintenance of fairly low leverage that is consistent with the risk profile of the portfolio, enhanced liquidity, and the maintenance of strong funding flexibility. Positive rating momentum would also be contingent on the maintenance of strong credit performance and consistent core operating performance. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade: A sustained increase in leverage above 2.5x and/or a material shift in Hannon's risk profile, including a material increase in mezzanine debt and/or equity investments along with an increase in leverage. A spike in non-accrual levels or write-down in equity investments, material deterioration in operating performance, weaker funding flexibility, including a decline in the proportion of unsecured funding, and/or weaker core earnings coverage of dividends would also be negative for the ratings. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Financial Institutions and Covered Bond issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of 3. This means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Hannon has an ESG Relevance Score of 4(+) for Exposure to Social Impact. The score has a positive impact on the ratings as the shift in consumer preferences toward renewable energy will benefit the company's business model and its earnings and profitability, which is relevant to the rating in conjunction with other factors. HAPPY BEAVERS: Gets Approval to Hire Bookkeeper, Accountant ----------------------------------------------------------- Happy Beavers, LLC received approval from the U.S. Bankruptcy Court for the District of Colorado to hire Nickie Stobbe of Profit Accounting Plus and Brian Jacobson of Haynie & Company as its bookkeeper and accountant, respectively. Ms. Stobbe charges an hourly fee of $65 while Mr. Jacobson and his staff charge $300 per hour and $130 per hour, respectively. Both disclosed in court filings that they are "disinterested persons" within the meaning of Section 101(14) of the Bankruptcy Code. Ms. Stobbe holds office at: Nickie Stobbe Profit Accounting Plus, LLC Loveland, CO 80537 Telephone: (970) 215-6337 Email: ns@970pap.com Mr. Jacobson holds office at: Brian Jacobson Hayne & Company 200 E 7th St., Suite 300 Loveland, CO 80537 Telephone: (970) 667-5316 Facsimile: (970) 667-2269 About Happy Beavers Happy Beavers, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 20-14853) on July 17, 2020. At the time of the filing, Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Joseph G. Rosania Jr. oversees the case. Jorgensen, Brownell & Pepin P.C. is Debtor's legal counsel. HAWAII MOTORSPORTS: Cycle City Objects to Disclosure Statement -------------------------------------------------------------- Creditor Cycle City LTD objects to the Disclosure Statement of Debtor Hawaii Motorsports LLC on the basis that the same contains inaccuracies and fails to satisfied the informational standard required by 11 U.S.C. Section 1125(a) as follows: * The consent of Cycle is required before such Stipulation can be put into place by its status as assignor. Cycle is unaware of any Court approval of such Stipulation and it has not consented in writing, as is required, to the Stipulation. * Cycle rejects and denies each and every allegation made by the Debtor in the Disclosure Statement regarding any issues involved in the sale of the business assets to the Debtor. * Cycle remains uncertain exactly how the Debtor will convert its operation from its present business plan, which appears oriented to tourists and visitors to Maui, to one oriented to local Maui residents. * The Disclosure Statement is silent with respect to the status of each of the dealership contracts and its intentions regarding the same. Clearly, more information is necessary on this aspect in the Disclosure Statement in order for creditors to formulate a response and properly evaluate the Plan. A full-text copy of Cycle City's objection to the disclosure statement dated July 16, 2020, is available at https://tinyurl.com/y6ee2g7l from PacerMonitor at no charge. Attorneys for Cycle City: GOODRICH & REELY, PLLC MALCOLM H. GOODRICH P.O. Box 1899 Billings, MT 59103-1899 About Hawaii Motorsports Hawaii Motorsports LLC is a motorcycle dealer in Kahului, Hawaii. Hawaii Motorsports LLC, based in Kahului, HI, filed a Chapter 11 petition (Bankr. D. Mont. Case No. 20-10006) on Jan. 22, 2020. In the petition signed by Barry Usher, manager, the Debtor was estimated to have $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Benjamin P. Hursh is the presiding judge. James A. Patten, Esq., at Patten Peterman Bekkedahl & Green, PLLC, serves as bankruptcy counsel to the Debtor. HAWAII MOTORSPORTS: Hawaii State FCU Objects to Disclosure ---------------------------------------------------------- Hawaii State Federal Credit Union (FCU) objects to the adequacy of the Disclosure Statement of Debtor Hawaii Motorsports LLC. Hawaii State FCU claims that the Disclosure Statement provides no information on where the Debtor intends to continue those business operations or if they will be discontinued. The Disclosure Statement fails to state where and at how many locations the Debtor will operate. Hawaii State FCU points out that the Debtor provides no information on how new business plan will impact Debtor’s operations and income and expenses. Debtor presents no cash flow projections for sales to Hawaiian residents contrasted to its historical operations and income. Hawaii State FCU objects that the Debtor provides no information on how the business is being marketed, how long it may take to complete a sale, and the costs associated with marketing and selling the business, including the brokerage commission. Hawaii State FCU asserts that the Debtor intends a significant and substantial change in its business from established to new locations and from catering to tourists to catering to local customers. Given these changes, the financial projections are not based upon historical numbers. Hawaii State FCU further asserts that the Disclosure Statement is deficient in that it provides little information on the Debtor’s financial performance in 2020. It is critical for creditors to have an accurate picture of the Debtor’s current financial status in order to determine the feasibility of the plan and the risks associated with continuing the operation of this business venture. A full-text copy of Hawaii State FCU's objection to the disclosure statement dated July 16, 2020, is available at https://tinyurl.com/y48bvjv8 from PacerMonitor at no charge. Attorneys for Hawaii State FCU: Doug James Bryce Burke MOULTON BELLINGHAM PC 27 N. 27th Street, Suite 1900 P. O. Box 2559 Billings, Montana 59103-2559 Telephone: (406) 238-1578 E-mail: Doug.James@moultonbellingham.com Bryce.Burke@moultonbellingham.com About Hawaii Motorsports Hawaii Motorsports LLC is a motorcycle dealer in Kahului, Hawaii. Hawaii Motorsports LLC, based in Kahului, HI, filed a Chapter 11 petition (Bankr. D. Mont. Case No. 20-10006) on Jan. 22, 2020. In the petition signed by Barry Usher, manager, the Debtor was estimated to have $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Benjamin P. Hursh is the presiding judge. James A. Patten, Esq., at Patten Peterman Bekkedahl & Green, PLLC, serves as bankruptcy counsel to the Debtor. HERTZ GLOBAL: Martha's Vineyard Airport Monitors Its Bankruptcy --------------------------------------------------------------- Lucas Thors, writing for MV Times, reports that as the Hertz rental car company at the Martha's Vineyard Airport, in Vineyard Haven, Massachusetts, down its path of bankruptcy proceedings, airport officials are considering monitoring the process as it unfolds. There are three car rental companies currently operating out of the airport: Avis, Budget, and Hertz. Hertz recently filed for bankruptcy, and commissioners discussed at a meeting whether to engage a lawyer to monitor the Hertz bankruptcy docket and make sure the airport is secure. According to airport commission chair Bob Rosenbaum, there are two ways a rental car company operates out of an airport. One way is to have a franchised business, where an owner acquires a license to use the Hertz trademarks and proprietary knowledge. The other is where a party simply manages that business, and the lease for that location is dealt with directly by the airport. Mr. Rosenbaum said that, because the airport deals directly with Hertz and not through another franchisee, there is minimal exposure for the airport, and it might not be worth it to monitor the bankruptcy proceedings. "The bankruptcy issues are primarily for those airports that have a franchised operation, so therefore the need to have somebody monitoring the bankruptcy proceedings is more important to those airports that have the franchise style as opposed to what we have here," Rosenbaum said. Effectively, Rosenbaum said there is nothing the airport can do to be involved in the court proceedings, particularly because Hertz has already prepaid the airport for use of the property up to this point. Rosenbaum said he hopes that at some point, Hertz will reach an agreement under Chapter 11 of the United States bankruptcy code, which constitutes a restructuring of a company's debt structure in order to satisfy the amount to be paid to a creditor. The other, less positive direction for Hertz to take would be to file under Chapter 7, which means the company’s assets would be liquidated, and all nonexempt property would be sold and the proceeds would go to creditors. "We are just going along with the river, I would expect that at some point Hertz will come out of this as a chapter 11, once they get their debt structure figured out," Rosenbaum said. According to airport director Cindi Martin, Dave Mackey of the law firm Anderson & Kreiger, reached out to her about the Hertz bankruptcy monitoring engagement. Mackey told her the attorneys have four other airports that are interested in possibly engaging in bankruptcy monitoring for rental car companies. "He thought might be a good idea to reach out to other airport clients and see if they are interested in putting this together as a class and all share the cost," Martin said. Anderson & Kreiger would partner with Tom Bean, a Boston lawyer who specializes in bankruptcy law. Mackey said that the primary clients who have reached out to Anderson & Kreiger about monitoring the rental car company dockets are engaged in ongoing Customer Facility Charges (CFCs). These CFCs have to do with airports signing an agreement with rental car companies in order to charge customers a pre-transaction fee, in addition to the normal charge. This fee is mutually agreed upon by both parties, and serves airports as a funding stream to pay for capital improvements. Those funds are held in trust by the rental company, then remitted to the airports periodically to be used for a designated purpose. Mackey said that, if the airport did have a CFC with Hertz, there would be more of a reason to be closely monitoring the bankruptcy proceedings, but with a simple lease structure, this engagement might be less useful to the Vineyard. Commissioners decided to table the discussion until after they hear more from a bankruptcy specialist. About Hertz Global Holdings Hertz Corp. and its subsidiaries -- http://www.hertz.com/-- operate a worldwide vehicle rental business under the Hertz, Dollar, and Thrifty brands, with car rental locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean, the Middle East, and New Zealand. The Company also operates a vehicle leasing and fleet management solutions business. On May 22, 2020, The Hertz Corporation and certain of its U.S. and Canadian subsidiaries and affiliates filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court (Bankr. D. Del. Case No. 20-11218). The Hon. Mary F. Walrath is the presiding judge. White & Case LLP is serving as legal advisor, Moelis & Co. is serving as investment banker, and FTI Consulting is serving as financial advisor. Richards, Layton & Finger, P.A., is the local counsel. Prime Clerk LLC is the claims agent, maintaining the page https://restructuring.primeclerk.com/hertz HI-CRUSH INC: Enters Into Backstop Agreement -------------------------------------------- On July 12, 2020, Hi-Crush Inc. and each of its direct and indirect wholly-owned domestic subsidiaries commenced voluntary cases under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas. On August 17, 2020, the Debtors and the backstop parties thereto entered into a Backstop Purchase Agreement. Pursuant to the terms of the Debtors' prearranged plan of reorganization in the Chapter 11 Cases, and subject to approval by the Bankruptcy Court in connection with confirmation of the Plan, the Company intends to offer to eligible holders of its outstanding 9.50% senior unsecured notes due 2026, including the Backstop Parties, and certain other eligible holders of unsecured claims, subscription rights to purchase new senior secured convertible notes (the "New Senior Convertible Notes") issued by the Company, with a 5.5-year maturity in an aggregate principal amount of $48.1 million (inclusive of the Put Option Notes), upon the Company's emergence from bankruptcy. Subject to the terms and conditions contained in the Backstop Agreement, the Backstop Parties committed to purchase, severally and not jointly, the New Senior Convertible Notes that are not duly subscribed for pursuant to the Rights Offering at a price equal to $1,000 per $1,000 in principal amount of the New Senior Convertible Notes purchased by such Backstop Party (the "Backstop Commitment"). As consideration for the commitment by the Backstop Parties, the Company has agreed to issue additional New Senior Convertible Notes in an aggregate principal amount of $4,800,000 (the "Put Option Notes") to the Backstop Parties pro rata based on the respective amounts of Senior Notes Claims held by each Backstop Party. The transactions contemplated by the Backstop Agreement are conditioned upon the satisfaction or waiver of customary conditions for transactions of this nature, including, without limitation, that (i) the Bankruptcy Court shall have approved the Rights Offering, (ii) the Bankruptcy Court shall have confirmed the Plan and (iii) the Rights Offering shall have been conducted and consummated in accordance with the Plan. The Backstop Agreement contains customary representations, warranties and covenants by each of the Debtors and the Backstop Parties, including covenants by the Debtors regarding the conduct of the businesses of the Debtors prior to the consummation of the Rights Offering. The Backstop Agreement also contains customary termination rights exercisable by the Debtors and/or certain of the Backstop Parties upon the occurrence of certain events specified therein, including, without limitation, (i) the consummation of an Alternative Transaction (as defined in the Backstop Agreement) by the Debtors, (ii) a material breach of any representation, warranty or covenant in the Backstop Agreement by the Debtors or the Backstop Parties, as applicable, subject to certain cure provisions, or (iii) the failure to consummate the transactions contemplated by the Backstop Agreement by October 10, 2020. Subject to the terms and conditions of the Backstop Agreement, if any Debtor consummates, or announces its intention to enter into, an Alternative Transaction or files any pleading or document with the Bankruptcy Court in support thereof, the Debtors may be required to pay the Backstop Parties an aggregate amount of $4,800,000 to non-defaulting Backstop Parties as liquidated damages. A copy of the Backstop Agreement is available a: http://ir.hicrush.com/node/11166/html#d161379dex101.htm Restructuring Support Agreement Hi-Crush Inc. (NYSE: HCR), a fully-integrated provider of proppant logistics solutions, in mid-July 2020 announced it has entered into a Restructuring Support Agreement with certain noteholders (the "Noteholders"), collectively owning or controlling approximately 94% of the aggregate outstanding amount of the Company's 9.5% Senior Unsecured Notes due 2026 (the "2026 Notes"). To implement the terms of the Agreement, the Company also announced that it has voluntarily filed petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas. The terms of the Agreement provide for a comprehensive restructuring of the Company's balance sheet (the "Prearranged Plan") to be implemented through the commencement of Chapter 11 cases. The Prearranged Plan, if implemented, will result in the elimination of approximately $450 million of unsecured note debt and an ongoing reduction in annual interest expense of greater than $43 million. The Prearranged Plan also contemplates the equitization of certain material general unsecured claims against the Company. The Prearranged Plan provides the Company significant additional liquidity and minimizes operational disruptions. During the Chapter 11 proceedings, the Company will continue to operate its business in the normal course without disruption to its vendors, customers, or employees, and will have sufficient liquidity to meet its financial obligations during the restructuring process. Through certain motions filed concurrent with the Chapter 11 cases (the "First Day Motions"), Hi-Crush estimates that substantially all trade vendors who will have an ongoing business relationship with the Company will be paid for goods and services in the normal course of business without interruption. Working with the Noteholders, the Company expects to complete the Chapter 11 process within 60 to 90 days. In addition, the Company has received commitments from its various pre-petition lenders for $65 million in Debtor-In-Possession and exit financing (the "DIP/Exit Facilities"), subject to typical and customary terms, which will be used to meet working capital needs during the pendency of the case and long-term capital needs post emergence. The DIP/Exit Facilities consist of, (i) a $25 million Senior Secured Asset Based Loan from its pre-petition secured lenders that will convert to an exit facility upon the Company's emergence from the Chapter 11 Cases, and (ii) a $40 million DIP loan from the participating Noteholders, scheduled to be refinanced to $40 million of new Senior Secured Convertible Notes (the "New Secured Convertible Notes") upon emergence from the Chapter 11 Cases. "We are very pleased to have reached this agreement with our various lenders," said Mr. Robert E. Rasmus, Chairman and Chief Executive Officer of Hi-Crush. "The agreement will allow Hi-Crush to maintain normal operations and continue delivering high quality services to our customers. We will also significantly improve our balance sheet and enhance our Company's financial flexibility over the near and long-term. The exchange of debt for equity is a clear indication of the high confidence our noteholders have in the future of Hi-Crush. The agreement itself will simplify and accelerate the restructuring process, and we expect to emerge from this process in an even stronger market position, with an enhanced ability to execute on our operational strategy and grow our business over the long-term. We look forward to continuing to work with all of our partners across the oil and gas industry." The Prearranged Plan, First Day Motions, and DIP/Exit Facilities are subject to court approval and, as such, final terms of any restructuring transaction may differ. If approved, they provide for the following: * Payment of substantially all go-forward trade claims in the ordinary course * Cancellation of current equity * Conversion of $450 million of existing pre-petition debt into equity of the reorganized company * $40 million rights offering for New Secured Convertible Notes subject to certain typical and customary terms About Hi-Crush Hi-Crush Inc. -- http://www.hicrushinc.com/-- is a fully-integrated provider of proppant and logistics services for hydraulic fracturing operations, offering frac sand production, advanced wellsite storage systems, flexible last mile services, and innovative software for real-time visibility and management across the entire supply chain. The Company's strategic suite of solutions provides operators and service companies in all major U.S. oil and gas basins with the ability to build safety, reliability and efficiency into every completion. Hi-Crush and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-33495) on July 12, 2020. As of March 31, 2020, the Debtors had total assets of $953.1 million and total liabilities of $699.14 million. Judge David R. Jones oversees the cases. The Debtors tapped Hunton Andrews Kurth LLP and Latham & Watkins LLP as their legal counsel, Alvarez & Marsal North America LLC as financial advisor, and Lazard Freres & Co. LLC as investment banker. Kurtzman Carson Consultants LLC is the claims and noticing agent and solicitation agent. HOUSTON AMERICAN: Reports $382K Net Loss for Second Quarter ----------------------------------------------------------- Houston American Energy Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q, disclosing a net loss attributable to common shareholders of $382,102 on $77,928 of oil and gas revenue for the three months ended June 30, 2020, compared to a net loss attributable to common shareholders of $540,023 on $209,193 of oil and gas revenue 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 $1.29 million on $225,064 of oil and gas revenue compared to a net loss attributable to common shareholders of $837,243 on $459,913 of oil and gas revenue for the same period during the prior year. As of June 30, 2020, the Company had $9.60 million in total assets, $520,320 in total liabilities, and $9.08 million in ttoal shareholders' equity. Houston Energy said, "The decline in economic activity and energy demand accompanying the COVID-19 pandemic adversely affected our revenues during the three and six months ended June 30, 2020, contributed to an impairment charge during the six months ended June 30, 2020 and, if price declines persist, will adversely affect the economics of our existing wells and planned future wells, possibly resulting in further impairment charges to existing properties and delaying or abandoning planned drilling operations as uneconomical. "In response to the COVID-19 pandemic, our staff began working remotely and many of our key vendors, service suppliers and partners have similarly begun to work remotely. As a result of such remote work arrangements, we anticipate that certain operational, reporting, accounting and other processes will slow which may result in longer time to execute critical business functions, higher operating costs and uncertainties regarding the quality of services and supplies, any of which could substantially adversely affect our operating results for as long as the current pandemic persists and potentially for some time after the pandemic subsides." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1156041/000149315220015858/form10-q.htm About Houston American Energy Based in Houston, Texas, Houston American Energy Corp. is a publicly-traded independent energy company with interests in oil and natural gas wells, minerals and prospects. The company's business strategy includes a property mix of producing and non-producing assets with a focus on the Permian Basin in Texas, Louisiana and Colombia. Houston American reported a net loss attributable to common stockholders of $2.75 million for the year ended Dec. 31, 2019, compared to a net loss attributable to common shareholders of $490,286 for the year ended Dec. 31, 2018. As of March 31, 2020, the Company had $9.91 million in total assets, $485,772 in total liabilities, and $9.42 million in total shareholders' equity. HY-POINT FAMILY: Selling Crestwood Property for $65K ---------------------------------------------------- Hy-Point Family Limited Partnership asks the U.S. Bankruptcy Court for the Western District of Kentucky to authorize the private sale of the real property known as Lot 39, Claymont Springs, Phase I, situated at 0603 Brookmont Court, Crestwood, Oldham County, Kentucky, to Eric Norris and Rebecca Tooley for $65,000. The Debtor is a Kentucky partnership with its principal place of business in Kentucky. It owns eight residential lots and three commercial lots in Crestwood, Kentucky. On March 5, 2020, the Debtor filed its Disclosure Statement and a Disclosure Statement Supplement. On May 18, 2020, the Disclosure Statement was approved. It has scheduled a status hearing to consider confirmation of the Plan for Aug. 11, 2020. The Debtor asks entry of an order confirming that the Debtor may sell one of its residential lots in the ordinary course of business. Specifically, it has negotiated for the sale of the Residential Lot. The Residential Lot is one of a number of the Debtor's residential and commercial lots, and the Motion only relates to one lot -- a fraction of the Debtor's real estate -- and not all of its real estate. Southern Financial Group, LLC, the Debtor's only secured creditor, has a third-party mortgage on the real estate. The Debtor asks approval to sell the Residential Lot to an already-identified purchaser in accordance with the Sales Agreement. It asks authority to sell the Residential Lot free and clear of any liens, to temporarily hold the proceeds from the sale of the Residential Lot in escrow, and to use such proceeds to facilitate the administration of the bankruptcy estate under the Plan. A copy of the Contract is available at https://tinyurl.com/y66ygb26 from PacerMonitor.com free of charge. The Purchasers: Eric Norris and Rebecca Tooley 6404 Shelton Circle, Unit 208 Crestwood, KY 40014 About Hy-Point Family LP Hy-Point Family Limited Partnership filed a Chapter 11 bankruptcy petition (Bankr. W.D. Ky. Case No. 20-30489) on Feb. 12, 2020. On May 18, 2020, the Court approved the Debtor's Disclosure Statement . Proposed counsel to the Debtor: James R. Irving Gina M. Young DENTONS BINGHAM GREENEBAUM LLP 3500 PNC Tower 101 South Fifth Street Louisville, Kentucky 40202 Telephone: (502) 587-3606 Facsimile: (502) 540-2215 E-mail: james.irving@dentons.com gina.young@dentons.com ICONIX BRAND: Considering Strategic Alternatives ------------------------------------------------ Kaarin Vembar, writing for Retail Dive, reports that Iconix Brand Group is considering "strategic alternatives" for its business, including a potential sale, according to a document filed with the Securities and Exchange Commission. The company owns, markets and licenses a number of apparel companies including Ed Hardy, Starter, Umbro, Rocawear, Joe Boxer, London Fog and Material Girl. The company is also considering other paths, including a potential merger, refinancing and recapitalization, according to the filing. Iconix is working with Ducera Partners as a financial adviser and its existing legal counsel, Dechert LLP, to explore its options. The licensing company recently entered into definitive agreements to sell the rights to its Umbro and Starter brands in China, according to the filing. Starter China was sold in June for $16 million. Dive Insight Iconix doesn't know the timeframe regarding its next steps. The New York-based company stated that it will not disclose developments surrounding its search for strategic alternatives unless its board approves a "specific transaction or course of action," according to the filing. "[O]ur Board has determined that it is prudent at this time to undertake a broader strategic review in order to ensure that all available alternatives for the Company are being evaluated to maximize value for our shareholders," CEO Bob Galvin said in a statement. The company had past success by tapping into trends that were backed by celebrities, including Madonna's Material Girl line, tattoo artist Don Ed Hardy's namesake brand, and Damon Dash's and Jay-Z's Rocawear. Recent years, though, have seen shifts in consumer spending regarding clothing, including a drop in apparel spend, a number of bankruptcies by specialty retailers and struggles within the department store sector — a segment of the industry where Iconix has been a steady supplier. As a wholesaler, Iconix took a hit in 2018 when Sears filed for bankruptcy. Its Mossimo brand was edged out of Target in 2017 when the big-box retailer sharpened its focus on private label apparel. That same year, Walmart announced that it would not renew its brand license with Danskin. Apparel in particular has experienced a tremendous sales impact due to the pandemic, which has acted as an accelerator in dragging down companies that were already struggling. In May, brand collective Centric Brands, which licenses for labels including Calvin Klein, Tommy Hilfiger and Nautica, filed for Chapter 11 bankruptcy protection as it too contended with the decline of department stores and the impact of COVID-19. About Iconix Brand Iconix Brand Group, Inc., owns, licenses and markets a portfolio of consumer brands including: CANDIE'S, BONGO, JOE BOXER, RAMPAGE, MUDD, MOSSIMO, LONDON FOG, OCEAN PACIFIC, DANSKIN, ROCAWEAR, CANNON, ROYAL VELVET, FIELDCREST, CHARISMA, STARTER, WAVERLY, ZOO YORK, UMBRO, LEE COOPER, ECKO UNLTD., MARC ECKO, ARTFUL DODGER, and HYDRAULIC. In addition, Iconix owns interests in the MATERIAL GIRL, ED HARDY, TRUTH OR DARE, MODERN AMUSEMENT BUFFALO and PONY brands. The Company licenses its brands to a network of retailers and manufacturers. Through its in-house business development, merchandising, advertising and public relations departments, Iconix manages its brands to drive greater consumer awareness and brand loyalty. Iconix Brand reported a net loss attributable to the company of $111.5 million for the year ended Dec. 31, 2019, compared to a net loss attributable to the company of $100.52 million for the year ended Dec. 31, 2018. As of March 31, 2020, Iconix Brand had $465.3 million in total assets, $712.25 million in total liabilities, $31.3 million in redeemable non-controlling interest, and a total stockholders' deficit of $278.4 million. BDO USA, LLP, in New York, NY, the Company's auditor since 1998, issued a "going concern" qualification in its report dated March 30, 2020 citing that the Company has suffered recurring losses and has certain debt agreements which require compliance with financial covenants. The COVID 19 pandemic is expected to have a material adverse effect on the Company's results of operation, cash flows and liquidity, including compliance with future debt covenants. These conditions raise substantial doubt about the Company's ability to continue as a going concern. IMPERIAL ROI: Seeks to Tap Andy Williams as Real Estate Broker -------------------------------------------------------------- Imperial ROI, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Andy Williams of Recon Realty, Inc. as real estate broker. The Debtor needs the assistance of a real estate broker to market and sell its property located at 8621 Hidden Meadow Drive, Fort Worth, Texas. Andy Williams will render these services to the Debtor: (a) List, stage, and market the Property using the Debtor's resources; (b) Negotiate with prospective buyers or their agents or brokers to ensure the Debtor receives the best possible value for the Property; and (c) Provide such other reasonable and necessary real estate services necessary to ensure the expedient, economic sale of the Property. The Debtor desires to employ Mr. Williams on a commission-based fee arrangement. The Debtor will pay him 6% of the property's selling price upon completion of the sale process. Andy Williams, a real estate broker with Recon Realty, Inc., disclosed in court filings that he and the firm do not hold or represent any interest adverse to the Debtor, or its estate, in the matters upon which they are to be engaged. The professional can be reached at: Andy Williams RECON REALTY, INC. 262 Carroll St. Fort Worth, TX 76107 Telephone: (214) 890-6164 E-mail: hello@reconrealty.com About Imperial ROI Imperial ROI, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-31868) on July 6, 2020, listing under $1 million in both assets and liabilities. Hon. Harlan D. Hale oversees the case. Rochelle McCullough, LLP is the Debtor's counsel. INTERLOGIC OUTSOURCING: Plan Exclusivity Extended Thru Dec. 3 ------------------------------------------------------------- At the behest of Interlogic Outsourcing Inc. and its debtor-affiliates, Judge Scott W. Dales extended the periods within which the Debtors have the exclusive right to file and solicit acceptances of a bankruptcy-exit plan by 120 days through and including December 3, 2020, and February 3, 2021, respectively. The U.S. Bankruptcy Court for the Western District of Michigan found an extension is in the best interests of the Debtors' estates, their creditors, and other parties in interest. The Debtors said they are currently in discussions with key parties-in-interest regarding the terms of a joint chapter 11 plan and begun investigations of certain parties and their potential involvement and liability for Najeeb Khan's alleged fraudulent activities. The Committee has continued to pursue its investigation with respect to Key Bank, the result of which could have a substantial impact on plan-related negotiations, and the Debtors continue to make timely payment on their undisputed post-petition obligations. Absent an extension, the current deadline for the exclusive filing period and exclusive solicitation period on August 5, 2020, and October 6, 2020, respectively. About Interlogic Outsourcing Founded in Elkhart, Indiana in 2002 and operating under the trade name IOIPay, Interlogic Outsourcing, Inc., and its related entities –- https://www.ioipay.com/ -- are a locally based payroll processor with a national customer base and footprint. They provide payroll, payroll tax, and benefit administration services directly to clients in the United States, as well as through a network of licensees in the United States and Canada. Interlogic Outsourcing and six affiliates sought Chapter 11 protection (Bankr. N.D. Ind. Lead Case No. 19-31445) on Aug. 10, 2019. In the petition, Interlogic Outsourcing is estimated to have less than $10 million in assets and at least $10 million in liabilities. Judge Scott W. Dales is the case judge. The Debtors tapped Jacobson Hile Kight LLC and Paul Hastings LLP as their counsel, and Prime Clerk LLC as their claims agent. On June 15, 2020, the Debtors tapped Gregory A. Coleman and Richard W. Barry of Richard W. Barry Consulting Services, LLC as fraud investigation consultants. Steven L. Rayman of Rayman & Knight submitted and prepared the Debtors' Order to extend exclusivity. The Office of the U.S. Trustee appointed a committee of unsecured creditors on August 22, 2019. INTERNATIONAL FOOD: Suit vs Suppliers Moved to Illinois Court ------------------------------------------------------------- District Judge Francisco A. Besosa granted the motion of Defendants Chicago Premium Steaks, LLC, Best Chicago Meat Company, LLC, and Brandon Beavers to transfer the case captioned INTERNATIONAL FOOD SERVICE PURCHASING GROUP, INC. v. CHICAGO PREMIUM STEAKS, LLC, Civil No. 20-1162 (FAB) (D.P.R.) to the Northern District of Illinois. The Defendants' motion to dismiss was deemed moot. Plaintiff International Food Service Purchasing Group, Inc. alleged that the defendants sold and delivered inedible skirt steaks and other cuts of meat in violation of multiple purchase agreements. This litigation is the most recent iteration of an ongoing dispute between the parties. Two months before the commencement of this litigation, IFSPG removed a civil action from Illinois State Court to the United States District Court for the Northern District of Illinois. The Court took judicial notice of the pleadings and orders filed and issued in the Northern District of Illinois and Illinois State Court actions. Chicago Premium and Best Chicago are limited liability companies, both organized in Delaware and based in Chicago, Illinois. They produce and sell meat products, including "USDA CHOICE" skirt steaks. Beavers is the president and chief purchasing officer of Chicago Premium. IFSPG is a Puerto Rico corporation "dedicated to, among other things, the distribution of meat products in Puerto Rico, the Caribbean, and South America." On Sept. 16, 2016, IFSPG and Chicago Premium established a distribution "relationship" concerning meat products of a specific "grade and quality." In accordance with this relationship, IFSPG purchased a bulk quantity of steaks from Chicago Premium on Sept. 27, 2017 and July 29, 2018. Subsequently, IFSPG distributed the steaks to restaurants in Puerto Rico. Diners repeatedly rejected the meat products, claiming that they were "not apt for human consumption." In sum, diners refused to consume "around 800 to 900 meals" because the steaks were rancid and unacceptable. IFSPG requested that Chicago Premium resolve the "problem with the skirt steaks." The president of Chicago Premium, Chris Koziol, allegedly apologized to Charles Maxwell, the president of IFSPG. Koziol disclosed that a "meat producer had injected the cattle with a certain enzyme," resulting in "inferior and defective products." Although Chicago Premium labeled the skirt steaks "USDA CHOICE," the "actual product received by IFSPG was not of that grade and quality." The vice president of Chicago Premium, Kris Ligas, purportedly acknowledged that the company "would change the labels to make [the meat] appear [to be] of higher quality." After the skirt steak controversy, Chicago Premium delivered "incomplete orders to IFSPG." By October 2018, it refused to fulfill and process any orders for meat products. Consequently, IFSPG lost several chain restaurant customers. Paul Dwyer is the chief financial officer of Best Chicago and Chicago Premium. In January 2019, he sent an e-mail to Maxwell requesting that IFSPG remit "full payment" for "orders of defective meat products." Before this e-mail, "IFSPG had only done business with Chicago Premium, not Best Chicago." Dwyer informed IFSPG that the companies "were related entities and that he was CFO for both." IFSPG attempts to pierce the corporate veil by contending that Best Chicago is liable for the transgressions allegedly committed by Chicago Premium i.e. breach of contract. IFSPG also asserted Beavers disparaged Maxwell by referring to him as a "deadbeat." Beavers allegedly called Gary Meixelsperger, the president of Texas Food and "one of IFSPG's most important product suppliers." He cautioned Meixelsperger that Maxwell "did not pay, among other derogatory statements, and [warned] him to be careful so that what happened between [Chicago Premium] and [IFSPG] did not happen to [Texas Food]." After the telephone conversation with Beavers, Meixelsperger called Maxwell to "insult him, tell him that he owed him money . . . and to lower [IFSPG'] balance to $0.00 as soon as possible." Consequently, IFSPG "had to reorganize all pending business to [pay] the credit line balance with Texas Food." Chicago Premium commenced an action against IFSPG on Nov. 18, 2019 in the Circuit Court of Cook County, asserting account stated and breach of contract causes of action. The allegations set forth by Chicago Premium in Illinois State Court and by IFSPG in the District of Puerto Rico arose from the same nucleus of facts. IFSPG filed a voluntary petition in the United States Bankruptcy Court for the District of Puerto Rico on March 20, 2020. The petition stipulated that Chicago Premium Steaks possesses a disputed and unsecured claim to $263,463.52.. Subsequently, IFSPG notified the Northern District of Illinois that "pursuant to 11 U.S.C. section 362(a), the filing of a bankruptcy petition operates as a stay, applicable to all entities, of this civil action." After IFSPG initiated the bankruptcy petition and the Northern District of Illinois action, Chicago Premium Steaks filed a notice of removal before Puerto Rico District Court. IFSPG commenced an action in the Court of First Instance, San Juan Superior Court on Dec. 20, 2019, a month after the complaint in the Illinois State Court action. In the Court of First Instance complaint, IFSPG sets forth four causes of action, including: (1) breach of contract pursuant to P.R. Laws Ann. tit. 31, section 3018, (2) bad faith in the performance of contractual obligations pursuant to P.R. Laws Ann. tit. 21, section 3404, (3) termination of a distribution agreement without just cause pursuant to Law 75, P.R. Laws. Ann. tit. 10, section 278a, and (4) defamation pursuant to P.R. Laws Ann. tit. 32, section 3143. The defendants filed a notice of removal on March 26, 2020. They moved to dismiss the complaint for two reasons: -- The defendants argued that the Puerto Rico District Court lacked personal jurisdiction. -- Chicago Premium, Best Chicago, and Beavers contend that "Puerto Rico is not the proper venue." Courts possess discretion in "adjudicat[ing] motions for transfer according to an individualized, case-by-case consideration of convenience and fairness." To determine whether transfer is warranted, courts consider the following four factors: (1) the convenience of the parties and witnesses, (2) the availability of documents, (3) the possibility of consolidation, and (4) the order in which the district court obtained jurisdiction." The "first-filed" rule pertains to the fourth factor. This principle holds that "where identical actions are proceeding concurrently in two federal courts, entailing duplicative litigation and a waste of judicial resources, the first-filed action is generally preferred in a choice-of-venue decision." According to Judge Besosa, this action could have commenced in the Northern District of Illinois. A district court has original jurisdiction of all civil actions between citizens of different states where the matter in controversy exceeds $75,000. The monetary demand is ambiguous, seeking a sum "to be determined at trial." IFSPG has set forth sufficient allegations, however, to establish that the amount in controversy exceeds $75,000. As evidenced by the discovery conducted in the Northern District of Illinois action, IFSPG, Chicago Premium and Beavers are diverse. Moreover, Chicago Best is a citizen of Illinois. Accordingly, IFSPG could have filed suit in the Northern District of Illinois. In the context of section 1404, "the convenience of witnesses is probably the most important factor in deciding whether to transfer. Judge Besosa stated that most of the potential witnesses are located in Illinois, including Beavers, Koziol, Ligas, Dwyer and personnel employed by Chicago Premium and Chicago Best. Maxwell is the only resident of Puerto Rico named in the complaint. Accordingly, the first factor of the section 1404 analysis militates toward transfer. The third and fourth factors of the section 1404 analysis "prevent duplication and inconsistent rulings." Transfer is appropriate when the actions subject to consolidation are in the early stages of litigation. The fourth factor establishes that "the first filed action is generally preferred in a choice-of-venue decision." The Northern District of Illinois and the District of Puerto Rico actions are both in the early stages of litigation. The former is stayed pursuant to section 362 because IFSPG filed a bankruptcy petition. The allegations and causes of action set forth by Chicago Premium and IFSPG are nearly identical. For instance, both parties invoke the breach of contract statute in their respective jurisdictions. The affirmative defense raised by IFSPG in the Northern District of Illinois action is merely a harbinger of the District of Puerto Rico complaint. Although the District of Puerto Rico and the First Circuit Court of Appeals adjudicate Law 75 actions with more frequency, courts in other jurisdictions have resolved claims arising from this statute on numerous occasions.5 Accordingly, consolidation is feasible and serves to avoid the waste of judicial resources. The Northern District of Illinois action predates the District of Puerto Rico action by two months. Because the factors in favor of transfer predominate, Judge Besosa granted the defendants' motion to change venue. A copy of the Court's Opinion and Order dated July 31, 2020 is available at https://bit.ly/3kVpzkp from Leagle.com. About International Food Service Purchasing Group International Food Service Purchasing Group Inc. is a non-profit organization in San Juan, P.R., that provides supply chain analysis and management services for the restaurant industry. International Food Service filed a Chapter 11 petition (Bankr. D.P.R. Case No. 20-01458) on March 20, 2020. In the petition signed by Charles A. Maxwell, its president, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Alexandra Bigas Valedon, Esq., at Modesto Bigas Law Office, is Debtor's bankruptcy counsel. INVESTVIEW INC: Incurs $4.91 Million Net Loss in First Quarter -------------------------------------------------------------- Investview, Inc. filed with the Securities and Exchange Commission its quarterly rReport on Form 10-Q, reporting a net loss of $4.91 million on $5.59 million of net total revenue for the three months ended June 30, 2020, compared to a net loss of $3 million on $7.51 million of net total revenue for the three months ended June 30, 2019. As of June 30, 2020, the Company had $13.39 million in total assets, $30.15 million in total liabilities, and a total stockholders' deficit of $16.75 million. The Company has incurred significant recurring losses, which have resulted in an accumulated deficit of $51,295,961 as of June 30, 2020. Additionally, as of June 30, 2020, the Company had cash of $1,122,848 and a working capital deficit of $18,096,913. The Company said these factors raise substantial doubt about its ability to continue as a going concern. Investview stated, "While our liabilities are larger than our assets it is important to note that we seek to further reduce our operating expense. The assets we have acquired and will continue to seek out are those of technology, mobile apps, and human resources. These assets are not easily defined on our balance sheet but represent our ability to carry out our objectives which we believe will ultimately lead to positive cash flow, reduced debt and then profitability." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/862651/000149315220015929/form10-q.htm About Investview Headquartered in Salt Lake City, Utah, Investview, Inc., is a diversified financial technology organization that operates through its subsidiaries, to provide financial products and services to individuals, accredited investors and select financial institutions. Investview reported a net loss of $21.28 million for the year ended March 31, 2020, compared to a net loss of $4.98 million for the year ended March 31, 2019. As of March 31, 2020, the Company had $10.40 million in total assets, $24.66 million in total liabilities, and a total stockholders' deficit of $14.26 million. Haynie & Company, in Salt Lake City, Utah, the Company's auditor since 2017, issued a "going concern" qualification in its report dated June 29, 2020, citing that the Company has suffered losses from operations and its current cash flow is not enough to meet current needs. This raises substantial doubt about the Company's ability to continue as a going concern. ISTAR INC: Fitch to Rate $400MM Senior Unsecured Notes 'BB(EXP)' ---------------------------------------------------------------- Fitch Ratings has assigned an expected rating of 'BB(EXP)' to iStar Inc.'s proposed issuance of $400 million of senior unsecured notes. Fitch does not expect the issuance to have an impact on iStar's leverage as the company intends to use the proceeds from the new unsecured notes issuance to repay $400 million of 5.25% senior unsecured notes due September 2022. KEY RATING DRIVERS SENIOR DEBT Fitch views iStar's ability to continue to access the unsecured debt markets and extend its debt maturity profile favorably. The expected rating on the new senior unsecured notes is equalized with the ratings assigned to iStar's existing senior unsecured debt, as the new notes will rank equally in the capital structure. The unsecured debt rating is one notch above iStar's Long-Term Issuer Default Rating and reflects the availability of sufficient unencumbered assets, which provide support to unsecured creditors, and relatively low levels of secured debt in the firm's funding profile. This profile indicates good recovery prospects for unsecured debtholders under a stressed scenario. In addition, the company adheres to a 1.2x unencumbered assets-to-unsecured debt covenant, which provides protection to bondholders during periods of market stress. Existing ratings for iStar reflect its unique platform relative to other commercial real estate finance and investment companies, improving asset quality, appropriate leverage, meaningful proportion of unsecured debt funding relative to similarly rated finance and leasing companies, demonstrated access to the debt markets and solid liquidity profile. Rating constraints include iStar's focus on the CRE market, which exhibits volatility through the credit cycle, and the challenging economic environment resulting from the coronavirus pandemic, which Fitch believes could result in weaker asset quality and earnings over the medium term. Fitch believes that iStar's leverage and asset quality metrics will remain appropriate for its rating despite the potential negative headwinds. Other rating constraints include multiple shifts in the firm's strategy over time; continued, albeit declining, exposure to land and other legacy noncore assets, which have negatively affected iStar's earnings; earnings volatility resulting from a reliance on gain on sale income; and key person risk associated with CEO Jay Sugarman. Additionally, iStar's performance will be highly dependent upon continued growth at Safehold Inc., which has a limited track record, given slower growth in the traditional net lease and real estate finance businesses in recent years. The Positive Rating Outlook for iStar's Long-Term IDR reflects Fitch's belief that iStar's asset quality and portfolio risk profile have improved over the past year given the continued reduction in exposure to legacy assets, including land assets and nonperforming loans. iStar also continued to execute its revised strategy of growing its ground lease business through its ownership in SAFE which, combined with the redeployment of proceeds from legacy asset sales into core real estate finance and net lease investments, should also improve iStar's earnings metrics over time. Additionally, iStar has continued to demonstrate access to the unsecured debt markets over the past year and used proceeds to repay existing debt, thereby extending the firm's debt maturity profile. RATING SENSITIVITIES SENIOR DEBT The expected unsecured debt rating is sensitive to changes in iStar's Long-Term IDR as well as changes in the firm's secured and unsecured funding mix and collateral coverage. If secured debt were to meaningfully increase as a proportion of the firm's debt funding and/or unencumbered asset coverage of unsecured debt were to decline, it is possible that the upward notching for the unsecured debt, relative to the IDR, could be eliminated. Fitch believes that the challenging economic environment from the coronavirus pandemic limits the likelihood of a ratings upgrade in the near term. Factors that could, individually or collectively, lead to positive rating action/upgrade of the Long-Term IDR over the outlook horizon include demonstrating solid credit performance in the challenging environment; continued execution on efforts to further reduce exposure to legacy assets resulting in legacy assets representing less than 15% of total portfolio assets at carrying value; and the redeployment of proceeds in assets viewed as core under its new operating strategy, thereby resulting in improved operating performance and a reduced reliance on gain on sale income. An upgrade would also be conditioned upon continued growth and solid performance in the SAFE business, the maintenance of sufficient liquidity, a sustained decline in Fitch-calculated leverage below 4.0x, and continued management of the company's debt maturity profile. Factors that could, individually or collectively, lead to negative rating action/downgrade of the Long-Term IDR include a material weakening in asset quality, as demonstrated by a significant increase in NPLs; weaker rent collections in the net lease portfolio and/or weaker performance at SAFE; a sustained increase in Fitch-calculated leverage above 5.0x; and/or a significant reduction in long-term unsecured funding. ESG CONSIDERATIONS The highest level of ESG credit relevance, if present, is a score of 3. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity(ies), either due to their nature or to the way in which they are being managed by the entity(ies). BEST/WORST CASE RATING SCENARIO International scale credit ratings of Financial Institutions and Covered Bond issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. JDFIU HOGAN: UMB Bank Objects to Disclosure Statement ----------------------------------------------------- UMB Bank, N.A., the secured lender of debtor JDFIU Hogan Building, LLC in this single asset real estate case, objects to the Disclosure Statement in connection with First Amended Plan of Reorganization filed by Debtor Dated May 27, 2020. UMB Bank claims that the disclosure statement must provide sufficient financial data to explain how the debtor will make the plan work. Without that information, the creditors and the Court are left to guess whether the plan will work in the real world the way it is proposed on paper. UMB Bank points out that the Disclosure Statement is wholly inadequate, as the Debtor fails to provide any facts regarding its financial condition, asset valuations, or financial projections on a go-forward basis. UMB Bank asserts that the Disclosure Statement lacks financial information about the third parties that will supposedly help the Debtor comply with the Proposed Plan. The Debtor again is asking for too much blind faith by UMB and the Court. UMB Bank further asserts that the Debtor has not demonstrated that the Property has a sufficient value or income for the Debtor to repay all of its debts, or even the debt to UMB. In light of the lack of demonstrated feasibility of the Proposed Plan, the Debtor’s failure to provide any liquidation analysis is unacceptable. UMB will not vote for the Proposed Plan in its current form, and thus the Proposed Plan will not be confirmable. The Disclosure Statement therefore should not be approved. A full-text copy of UMB Bank's objection dated July 16, 2020, is available at https://tinyurl.com/y3decgvn from PacerMonitor at no charge. Attorneys for UMB Bank: James Billingsley Savanna L. Barlow POLSINELLI 2950 N. Harwood Street Suite 2100 Dallas, Texas 75201 Telephone: (214) 397-0030 Facsimile: (214) 397-0033 E-mail: jbillingsley@polsinelli.com sbarlow@polsinelli.com About JDFIU Hogan Building JDFIU Hogan Building, LLC, is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The company filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 20-30385) on Feb. 3, 2020. In the petition signed by Bryan Korba, manager, the Debtor was estimated to have between $1 million and $10 million in both assets and liabilities. Spector & Cox, PLLC, is the Debtor's counsel. JNL FUNDING: Weigel Must Disgorge $30,000 to Trustee by Aug. 31 --------------------------------------------------------------- At the behest of chapter 7 Trustee R. Kenneth Barnard, Bankruptcy Judge Alan S. Trust directed the disgorgement of compensation paid to John Weigel as Distribution Trustee of the JNL/Forgione Distribution Trust established under a confirmed chapter 11 plan. On May 24, 2010, JNL Funding Corporation filed a petition for relief under chapter 11 of the Bankruptcy Code. JNL's former principal, Joseph G. Forgione, also filed for relief under chapter 11. On Oct. 27, 2010, the Court entered an order for joint administration of the JNL and Forgione estates. On June 30, 2011, the Court entered an order confirming the Amended Joint Plan of Reorganization of JNL and Forgione. The Plan, inter alia, established a Liquidating Trust and a Distribution Trust. Pursuant to Paragraph 1.2 of the JNL/Forgione Distribution Trust Agreement which was incorporated into the Plan and the Confirmation Order, the Distribution Trust was to be funded by contributions from the Liquidating Trust and Forgione. The Distribution Trust would then make distributions to creditors and professionals, and "otherwise implement[ ] the Plan. . . ." In addition, the Distribution Trust was required to pay the post-Plan Effective Date quarterly fees mandated by statute to be paid to the U.S. Trustee (the "UST Quarterly Fees"). John Weigel was appointed as Trustee of the Distribution Trust. Under Weigel's direction, the Distribution Trust made distributions to creditors and professionals, ultimately exhausting the funds paid to it under the Plan. However, the Distribution Trust failed to pay the UST Quarterly Fees as required by the Plan, and also failed to file the quarterly operating or disbursement reports as required by the Plan. On or about Oct. 4, 2017, the Court sent an email to counsel for JNL, the Distribution Trust and the U.S. Trustee, asking for a letter to be filed on the docket regarding whether the JNL case was ready for entry of a final decree. On Oct. 18, 2017, JNL filed a letter stating that its counsel was unaware of any matter that would prohibit the entry a final decree. However, on Nov. 9, 2017, the US Trustee filed a letter stating that no operating or disbursement reports had been filed, and that no quarterly fees had been paid to the U.S. Trustee since the second quarter of 2012. After a hearing at which the Bankruptcy Court raised the prospect of having to convert the JNL case, and after several adjournments, on May 9, 2018, the Court entered an order directing the Distribution Trust to file a schedule of disbursements made and an accounting of the UST Quarterly Fees, along with a plan for paying those fees. That report was to have been filed no later than June 13, 2018. The Distribution Trust failed to comply with the Compliance Order. Thereafter, on June 22, 2018, the Court entered an order converting the case to chapter 7. The chapter 7 Trustee was then appointed. In the Chapter 7 Conversion Order, the Court found that the Distribution Trust had failed to comply with its obligations under the Plan and the Confirmation Order, and that those failures constituted "a failure to comply with an order of the court under section 1112(b)(4)(E), and a material default with respect to a confirmed plan under section 1112(b)(2)(N)." Those failures included the failure to pay the UST Quarterly Fees. No appeal was taken from the Conversion Order. On Oct. 22, 2018, Weigel's counsel filed the delinquent operating reports on behalf of the Distribution Trust for the quarters between September 2011 and September 2017. The reports showed that the Distribution Trust had paid hundreds of thousands of dollars in compensation to Weigel, his counsel, and his accountants, while failing to pay the UST Quarterly Fees. On Feb. 8, 2019, the Trustee sought an order directing Weigel to disgorge enough of the compensation paid to him by the Distribution Trust to pay (i) the amount of the unpaid UST Quarterly Fees ($21,125.005), and (ii) the amount of fees and costs incurred by the Trustee and his professionals in their efforts to compel Weigel to comply with his obligations as the Distribution Trustee. Weigel argued that the disgorgement request must be denied because disgorgement is not permitted "to simply remedy administrative insolvency." Judge Trust, however, held that disgorgement is not being used to remedy administrative insolvency; he said disgorgement is sought and allowed in order to enforce the Plan and Confirmation Order and the Court's requirement that the Quarterly Fees be paid -- and be paid by Weigel with the funds entrusted to him. Weigel next argued that the request for disgorgement must be denied because his compensation was not awarded on an interim basis under section 331, and thus cannot now be subject to section 330 scrutiny of interim compensation. In the alternative, he argued that, even if his compensation was "colorable as section 331 interim compensation subject to section 330 scrutiny," section 330 establishes that his interim fee awards were reasonable and thus cannot be reduced. Judge Trust stated that Weigel misunderstands the nature of the remedy. The Court, however, pointed out that the proceeding is not for approval of a professional compensation award; it is a proceeding for disgorgement for the purpose of enforcing the Confirmation Order. As such, section 330 and 331 are not applicable. Judge Trust also stated that Weigel's argument that the Trust Agreement now "safeguards" him from liability from "good faith, reasonable mistakes" also fails. Setting aside the fact that Weigel's mistaken belief that others were paying the UST Quarterly Fees was not reasonable nor verified in any manner, the Trust Agreement does not strip the Court of its authority to enforce the Plan and Confirmation Order. Finally, Weigel argued that the request for disgorgement must be denied because a disgorgement directive would interfere with the parties' ability "to rely on the permanency of the plan." Judge Trust held that this argument plainly inverts the purpose behind the policy of promoting plan permanence; if a plan is not enforced, there is no permanence. For all of these reasons, Judge Trust held that it is proper to direct disgorgement for the purpose enforcing the Plan and Confirmation Order. The Court ordered that by August 31, 2020, Weigel must disgorge $30,000 to the Trustee, of which $21,125 shall be disbursed to the U.S. Trustee for unpaid Quarterly Fees, and the balance held pending consideration of allowable fees and commissions to the Trustee. A copy of the Court's Decision dated July 31, 2020 is available at https://bit.ly/3iVrtzE from Leagle.com. About JNL Funding JNL Funding Corp. was a specialized real estate finance company that originated and invested in a diversified portfolio of first mortgage assets in the residential real estate market. JNL Funding filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 10-73724) on May 14, 2010. Pryor & Mandelup, LLP, assisted the Debtor in its restructuring effort. The Company estimated its assets and debts at $50 million to $100 million as of the Chapter 11 filing. JNL also disclosed that its combined general unsecured debts total $19,509,090, for total debts of $50,677,195. On June 8, 2010, the United States Trustee appointed an Official Committee of Unsecured Creditors. The Court approved the Joint Administration of JNL's case and Joseph Forgione's case (Bankr. E.D.N.Y. Case No. 10-73726) on October 27, 2010. Mr. Forgione filed for bankruptcy on May 14, 2010. On Oct. 28, 2010, the U.S. Trustee appointed a creditors committee in the jointly administered cases. Counsel for the Committee was: Richard G. Gertler, Esq. THALER & GERTLER LLP 90 Merrick Avenue, Suite 400 East Meadow, NY 11554 Telephone: (516) 228-3553 Counsel for secured lender Textron Financial Corp. was: Steven E. Fox, Esq. EPSTEIN BECKER & GREEN P.C. 250 Park Avenue, 11th Flr New York, NY 10177-121 Telephone: (212) 351-3733 Facsimile: (212) 878-8688 E-mail: SFox@ebglaw.com JNL's chapter 11 case was converted to chapter 7 on June 22, 2018. JOHN ALAN STACEY: 3M1S Buying Laguna Beach Property for $2.88M -------------------------------------------------------------- John Alan Stacey and Kathleen Lee Stacey ask the U.S. Bankruptcy Court for the Central District of California to authorize the sale of the real property commonly known as 360 Aster Street, Laguna Beach, California to 3M1S, LLC for $2.88 million, subject to overbid. In their Schedules, the Debtors list an ownership interest in the Property. Their Schedule D reflects that the Property is encumbered by the following secured claims: (1) a first mortgage lien held by Select Portfolio Servicing, Inc. in the amount of $1,557,150; (2) a second mortgage lien held by Chase Home Finance in the amount of $138,838; and (3) two property tax liens held by the County of Orange, each in the amount of $10,508. In Schedule C, they claim a $175,000 exemption as to the equity in the Property. The Debtors believe that a sale of the Property will generate approximately a substantial surplus in net proceeds after payment in full of the Select Debt, the Chase Debt, property taxes, costs of sale, and their $175,000 homestead exemption. The Agent, Clarence Yoshikane of Coldwell Banker, has been marketing the Property for approximately five months. To date, Agent has received approximately 11 calls from interested parties and the property has been shown four times. Further, as set forth in the Employment Order, the Agent was authorized to advance up to $25,000, as necessary, to maintain, repair and/or clean up the Property, pay utilities, upgrade the Property's landscaping, and other miscellaneous expenses. The Agent coordinated and paid $11,530 for improvements to the landscape necessary to improve curb appeal. Ultimately, the efforts of the Agent resulted in an offer to purchase the Property. On July, 2, 2020, the Debtors received an offer from the Buyer for $2.7 million, pursuant to their Sale Agreement. The Debtors counteroffered for a purchase price of $2.95 million and the Buyer counteroffered for a purchase price of $2.88 million, which they accepted. The Buyer provided the Debtors with proof of funds, and agreed to an initial deposit of $98,000, which escrow will hold in trust pending court approval and closing of the sale. The Buyer's offer is the highest and best offer received by the Debtors. The Debtors propose to pay the pay the real estate agent commissions in the amount of 5% of net sales price of the Property. Assuming a purchase price of $2,880,000, the amount of $144,000 will be paid to Agent once the sale is completed. In connection with the sale, Debtors anticipate paying the Select Debt, the Chase Debt, property taxes in full in connection with the sale. The Debtors propose to distribute the sale proceeds in the amounts estimated: (i) Select Portfolio Servicing DOT ($1,604,000); (ii) Chase DOT ($144,000); (iii) the Debtors' Exemption ($175,000); (iv) Brokers' Commissions (5% of net sales price) ($144,000); (v) Title, escrow, taxes, recording charges (approximately) ($29,000); (vi) Property Taxes 2015-16 (approximately) ($21,200); and (vii) Clarence Yoshikane – landscape reimbursement ($11,530). The estimated Net Proceeds to the estate that will be available to pay allowed claims is $751,270. The proposed sale is subject to overbids, and will be "as is, where is," with all faults, and with no warranties, and the transfer of the Property will be by grant deed. While the Debtors are prepared to accept the offer for the Property as set forth in the Motion, they are also interested in obtaining the maximum price for the Property. Accordingly, they ask that the Court authorizes them to implement an overbid procedure regarding the sale of the Property. Any Overbid must be accompanied by a deposit of $98,000. If the Debtors receive a timely, conforming Overbid for the Property, the Court will conduct an auction of such property at the hearing, in which all Qualified Bidders may participate. The Auction will be governed by the following procedures: (a) All Qualified Bidders will be deemed to have consented to the core jurisdiction of the Bankruptcy Court and to have waived any right to jury trial in connection with any disputes relating to the Auction or the sale of the Property; (b) The minimum bidding increment during the Auction will be $1,000; (c) Bidding will commence at $2.89 million ($10,000 over the Buyer's initial bid of $2.88 million); and (d) the Court will determine which of the bids is the best bid. If the Successful Bidder is not the original bidder of record, the Successful Bidder must agree to reimburse the original bidder up to $1,000 in costs incurred, with the reimbursable expenses limited to appraisal fees, physical inspection fees, and termite inspection fees. The Successful Bidder must pay, at the closing, all amounts reflected in the Best Bid in cash and such other consideration as agreed upon. The Debtors believe the foregoing overbid terms are reasonable under the circumstances of the case and will ensure that the price ultimately received for the Property will be the highest and best price. Given the notice and full opportunity to object, respond, or participate in overbid procedures presented by the Motion, the Debtors believe that, unless there are objections to the Motion that are not consensually resolved, it is appropriate and good cause exists for the Court to order that Rule 6004(h) is not applicable, and the Property may be sold immediately. Accordingly, they ask that the Court authorizes the sale to be effectuated immediately upon entry of the order approving the Motion. A hearing on the Motion is set for Aug. 17, 2020 at 2:00 p.m. A copy of the Agreement is available at https://tinyurl.com/yyzu3k9v from PacerMonitor.com free of charge. John Alan Stacey and Kathleen Lee Stacey John Alan Stacey and Kathleen Lee Stacey sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-14127) on Oct. 22, 2019. The Debtors tapped Richard A. Marshack, Esq., at Marshack Hays LLP as counsel. Clarence Yoshikane of Coldwell Banker is the Debtors' real estate agent. KEAST ENTERPRISES: Easton Buying Cyclone Feedlot for $500K ---------------------------------------------------------- Keast Enterprises, Inc., Cyclone Cattle, LLC, and Hatswell Farms, Inc., ask the U.S. Bankruptcy Court for the Southern District of Iowa to authorize the sale of Cyclone's feedlot comprising of approximately 88 acres located at 36488 Beechnut Road, Carson, Iowa and legally described as Macedonia TWP 18-74-40 PT E1/2 SW & PT W1/2 SE COMM 670.41'E NW Cor NW SE TH SE576.59' SWLY926.8' ELY268.73' SLY440.8' SW353.27' S610.24' W1920.03' N1397.32' NELY1487.23' E294.12' to POB (Parcel A), to Daniel Easton for $500,000. On June 1, 2018, Cyclone filed an application to employ Farms America/Ed Spencer Real Estate as its real estate agent to market and sell its real estate, including the Cyclone Feedlot, which the Court granted on June 25, 2018. Since his engagement, Mr. Spencer has advertised the sale of the Cyclone Feedlot locally, regionally, and nationally and has gained interest and showings from potential buyers in Iowa, Nebraska, Kansas, and Missouri. The previous offers received are as follows: (1) $250,000 at an auction in February 2019; (2) $500,000 on May 20, 2019 from Vorthmann Legacy Farms, with a credit to Vorthmann’s claim of $368,154.59; (3) $318,000 on April 16, 2020; (4) $415,000 on April 27, 2020; and (5) $365,000 on April 20, 2020. Easton has offered to purchase the Cyclone Feedlot. Through his offer, Easton proposes to pay Cyclone $500,000 for the Cyclone Feedlot, subject to financing and Court approval. The offer further proposes closing to occur on Sept. 15, 2020. The Debtors are seeking Court approval of the sale of the Cyclone Feedlot to Easton, free and clear of all liens, claims, encumbrances and interests of any kind or nature whatsoever, with all such liens, claims, encumbrances and interests attaching to said sale proceeds. They believe that a sale to Easton pursuant to the purchase offer is in the best interest of their estate and their creditors. The Debtors are informed, believe, and thereupon allege that the value is fair market value for the feedlot and is the highest and best offer it has received. Further, the cancellation of the manure agreement on the Cyclone Feedlot greatly helped the marketing and sale process; however, the Cyclone Feedlot still requires major updates, which has resulted in obstacles in obtaining higher offers on the property. Finally, time is of the essence in approving and closing the sale and any unnecessary delay in closing the sale could result in the collapse of the sale. Accordingly, the Court should waive the 14-day period staying any order to sell or assign property of the estate imposed by Bankruptcy Rules 6004(h) and 6006(d). A copy of the Offer is available at https://tinyurl.com/y26pl5lw from PacerMonitor.com free of charge. About Keast Enterprises Keast Enterprises Inc. and Hatswell Farms, Inc., are engaged in corn and soybeans farming. Cyclone Cattle LLC owns a cattle feed lot. The Debtors filed Chapter 11 petitions (Bankr. S.D. Iowa Lead Case No. 18-00856) on April 17, 2018. At the time of filing, Keast Enterprises disclosed $10.08 million in assets and $15.11 million in liabilities. Jeffrey D. Goetz, Esq., at Bradshaw Fowler Proctor & Fairgrave P.C., is the Debtor's counsel. McGrath North Mullin & Kratz, PC LLO, is the special counsel. JT Korkow, d/b/a Northwest Financial Consulting, is its financial advisor. The U.S. Trustee for Region 12 appointed an official committee of unsecured creditors on May 11, 2018. The committee hired Sugar Felsenthal Grais & Helsinger LLP as its legal counsel. LAKELAND TOURS: Taps Kirkland & Ellis as Legal Counsel ------------------------------------------------------ Lakeland Tours, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as their legal counsel. The firms will provide these services in connection with Debtors' Chapter 11 cases: a. advise Debtors regarding their powers and duties in the continued management and operation of their businesses and properties; b. advise Debtors on the conduct of their bankruptcy cases; c. attend meetings and negotiate with representatives of creditors and other parties; d. take all necessary actions to protect and preserve the bankruptcy estates, defend any action commenced against Debtors, and represent them in negotiations concerning litigation in which they are involved; e. prepare pleadings; f. represent Debtors in connection with obtaining authority to continue using cash collateral and post-petition financing; g. advise Debtors regarding any potential sale of their assets; h. appear before the bankruptcy court and appellate courts; i. advise Debtors regarding tax matters; and j. negotiate, prepare and seek approval of Debtors' disclosure statement and Chapter 11 plan. The firms' attorneys and paraprofessionals will be paid at hourly rates as follows: Billing Category U.S. Range Partners $1,075 - $1,845 Of Counsel $625 - $1,845 Associates $610 - $1,165 Paraprofessionals $245 - $460 The firms received an advance payment retainer totaling $925,000. Nicole Greenblatt, Esq., a partner at Kirkland & Ellis LLP, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Ms. Greenblatt also made the following disclosures in response to the request for additional information set forth in Section D.1 of the U.S. Trustee Guidelines: a. Question: Did Kirkland agree to any variations from, or alternatives to, Kirkland's standard billing arrangements for this engagement? Answer: No. The firms and Debtors have not agreed to any variations from, or alternatives to, the firms' standard billing arrangements for their engagement. The rate structure provided by the firms is appropriate and is not significantly different from the rates that they charge for other non-bankruptcy representations or the rates of other comparably skilled professionals. b. Question: Do any of the Kirkland professionals in this engagement vary their rate based on the geographic location of Debtors' Chapter 11 cases? Answer: No. The hourly rates used by the firms in representing Debtors are consistent with the rates that they charge other comparable Chapter 11 clients, regardless of the location of the case. c. Question: If Kirkland has represented Debtors in the 12 months pre-petition, disclose Kirkland's billing rates and material financial terms for the pre-petition engagement, including any adjustments during the 12 months pre-petition. If Kirkland's billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: Kirkland's current hourly rates for services rendered on behalf of Debtors range as follows: Billing Category U.S. Range Partners $1,075 - $1,845 Of Counsel $625 - $1,845 Associates $610 - $1,165 Paraprofessionals $245 - $460 d. Question: Have the Debtors approved Kirkland's budget and staffing plan, and, if so, for what budget period? Answer: Yes, for the period July 20 to August 20, 2020. The firms can be reached through: Nicole L. Greenblatt, P.C. Susan D. Golden, Esq. Kirkland & Ellis, LLP Kirkland & Ellis International, LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 - and - Whitney Fogelberg, Esq. Kirkland & Ellis, LLP Kirkland & Ellis International, LLP 300 North LaSalle Street Chicago, IL 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 About Lakeland Tours Lakeland Tours, LLC and its affiliates provide full-service educational travel and experiential learning programs domestically and internationally for students from K12 to graduate level. They are one of the largest accredited U.S. travel companies, providing organized educational travel and other experiential learning programs for more than 550,000 students in 2019. Lakeland Tours and certain of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-11647) on July 20, 2020. Kellie Goldstein, chief financial officer, signed the petitions. At the time of the filing, Debtors had consolidated assets of $1 billion to $10 billion and consolidated liabilities of $1 billion to $10 billion. Debtors have tapped Kirkland & Ellis LLP and Kirkland & Ellis International, LLP as their bankruptcy counsel, KPMG LLP as financial advisor, Houlihan Lokey Capital Inc. as investment banker, and Daniel J. Edelman Holdings Inc. as communications consultant and advisor. Stretto is Debtors' notice and claims agent. LAMAR ADVERTISING: Moody's Cuts Senior Unsecured Notes to B1 ------------------------------------------------------------ Moody's Investors Service affirmed Lamar Advertising Company's Ba3 corporate family rating and Ba3-PD probability of default rating following the proposed add on to the senior unsecured notes. In addition, Moody's downgraded the existing senior unsecured notes to B1 from Ba3 and affirmed the senior secured credit facility at Baa3 issued by subsidiary, Lamar Media Corporation. The outlook remains stable. The net proceeds from the $150 million add on to the senior unsecured notes due 2030, $123 million drawn from the A/R securitization facility, $100 million drawn on the $750 million revolving credit facility, and about $167 million of cash on the balance sheet will be used to repay the existing $535 million senior subordinated notes due 2023. The downgrade of the senior unsecured notes reflects the change in mix of debt, as the repayment of the subordinated debt will eliminate loss absorption cushion for the senior unsecured notes, which rank junior to the secured debt. The ratings on the senior subordinated notes will be withdrawn after closing. Adjusted leverage, pro forma for the financing transaction, is approximately 4.2x (excluding Moody's standard adjustments for lease expenses), down from 4.4x as of Q2 2020. Meanwhile, interest expense will decline by over $15 million annually. The transaction reduces cash on the balance sheet, as well as A/R securitization and revolver availability, but Moody's expects Lamar will maintain a good liquidity position and the Speculative Grade Liquidity (SGL) rating remains unchanged at SGL-2. Affirmations: Issuer: Lamar Media Corporation Senior Secured Bank Credit Facility, Affirmed Baa3 (LGD2) from (LGD1) Issuer: Lamar Advertising Company Probability of Default Rating, Affirmed Ba3-PD Corporate Family Rating, Affirmed Ba3 Downgrades: Issuer: Lamar Media Corporation Senior Unsecured Regular Bond/Debenture, Downgraded to B1 (LGD4) from Ba3 (LGD4) Outlook Actions: Issuer: Lamar Advertising Company Outlook, Remains Stable Issuer: Lamar Media Corporation Outlook, Remains Stable RATINGS RATIONALE Lamar's Ba3 CFR reflects the ongoing impact from the coronavirus outbreak on outdoor advertising spending which will lead to higher leverage and decreased operating cash flow. The outdoor industry remains vulnerable to consumer ad spending and contract terms are generally shorter than in prior periods. As result, Moody's expects the outdoor industry will be impacted more rapidly than in prior economic recessions, although performance should improve quicker than in previous recoveries due to the lower commitment level and ease of initiating new outdoor campaigns. Lamar benefits from its market presence as one of the largest outdoor advertising companies in the US, the high-margin business model, and strong cash flow generation prior to dividend payments. The ability to convert traditional static billboards to digital provides growth opportunities after the impact of the pandemic subsides. As a pure play outdoor advertising company, Lamar provides mainly local advertising and derives revenues from a diversified customer base, with no single advertiser accounting for more than 2% of the company's billboard advertising revenue. Moody's projects Lamar will be less affected by the pandemic compared to the rest of the industry given the company's geographically diversified market position. Lamar has greater presence in small and mid-sized markets, with less focus on major metropolitan areas that are more exposed to more volatile national advertising and likely to be impacted by the pandemic to a greater degree. Compared to other traditional media outlets, the outdoor advertising industry is not likely to suffer from disintermediation and benefits from restrictions on the supply of billboards which help support advertising rates and high asset valuations. The rapid spread of the coronavirus outbreak, deteriorating global economic outlook, low oil prices, and high asset price volatility have created an unprecedented credit shock across a range of sectors and regions. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The credit profile reflects the impact on Lamar of the deterioration in credit quality the pandemic has triggered, given the company's exposure to advertising spending. This has left the company vulnerable to shifts in market demand and sentiment in these unprecedented operating conditions. A governance impact that Moody's considers in Lamar's credit profile is the relatively aggressive financial policy. Historically, Lamar has paid material dividends and capital expenditures that reduce the amount of free cash flow available for debt repayment or acquisitions. Lamar has reduced the quarterly dividend in Q2 2020, but will continue operating as a REIT. Several acquisitions have been completed historically and additional purchases are possible going forward. Lamar is a publicly traded company listed on the NASDAQ stock Market, but the O'Reilly family has voting control of the company. The SGL-2 rating reflects Moody's expectation that Lamar will maintain a good liquidity position over the next year. Pro forma cash balance will be about $10 million with access to a $750 million revolver due 2025 with $100 million drawn as of Q2 2020. Lamar also has a $175 million A/R securitization that will have $123 million drawn pro forma for the financing transaction. Moody's expects operating cash flow to decline in the near term, but the reduction in the dividend to $50 million from $101 million per quarter and lower capex will help offset the impact of the pandemic on free cash flow. Moody's projects that the company will spend about $58 million in capex in 2020, down from $141 million spent in 2019. Free cash flow as a percentage of debt was 5% LTM as of Q2 2020 and Moody's expects free cash flow will remain positive in 2020 and 2021. There is no required amortization payment on the term loan B and operating cash flow will likely be used for dividends, capex, debt repayment or acquisitions. Lamar has an At-the-Market offering program which could be used to boost liquidity or help finance acquisitions. Assets sales of outdoor billboards that typically trade at very high valuations could also be a source of liquidity if needed. The required secured net debt covenant ratio is 4.5x compared to approximately 1.1x ratio pro forma for the transaction and is applicable to the revolving credit facility only. The term loan B is covenant lite. Moody's projects that Lamar will maintain a significant cushion of compliance. The stable outlook reflects Moody's expectation that leverage will increase in the near term due to lower revenue and EBITDA and cash flow from operations will decrease. However, Lamar has good liquidity to manage through the pandemic and will be less impacted than other operators in the industry given its geographically diversified market position with limited transit exposure. While results are projected to remain weak given reduced discretionary consumer spending, Moody's expects results will gradually recover as the pandemic subsides due to Lamar's strong market position. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The required distribution of 90% of taxable income from a REIT qualified subsidiary limits upward rating pressure. However, an upgrade could occur if leverage was maintained below 4x on a sustained basis (excluding Moody's standard lease adjustments) with confidence that the board of directors intended to maintain leverage below this level. Also required would be a balanced financial policy between debt and equity holders, free cash flow after distributions of over 5% of debt, and a good liquidity position. A ratings downgrade would occur if leverage was sustained above 5x (excluding Moody's standard lease adjustment) due to a debt financed acquisition or a material decline in advertising spend. Failure to maintain an adequate liquidity position could also lead to negative rating pressure. Lamar Advertising Company (Lamar), with its headquarters in Baton Rouge, Louisiana, is one of the leading owners and operators of advertising structures in the U.S. and Canada. Lamar is publicly traded, but the Reilly family has voting control of the company. Lamar generated revenues of approximately $1.7 billion in the LTM period ending Q2 2020. The principal methodology used in these ratings was Media Industry published in June 2017. LAPEER INDUSTRIES: Seeks to Hire Winegarden Haley as Legal Counsel ------------------------------------------------------------------ Lapeer Industries, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Winegarden, Haley, Lindholm, Tucker & Himelhoch, P.L.C. as its legal counsel. The firm will represent Debtor in its Chapter 11 case and will be paid at hourly rates for its services as follows: Zachary R. Tucker $240 per hour Rita M. Lauer $270 per hour John R. Tucker $325 per hour Dennis M. Haley $385 per hour The firm holds the sum of $18,283 as a retainer. Winegarden 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: Zachary R. Tucker, Esq. Winegarden, Haley, Lindholm, Tucker & Himelhoch, P.L.C. 9460 S. Saginaw Rd, Suite A Grand Blanc, MI 48439 Telephone: (810) 579-3600 Email: ztucker@winegarden-law.com About Lapeer Industries Lapeer Industries, Inc. is a design, machining and fabrication company serving the automotive and defense industries. It provides fabrication, automated welding, machining, painting, assembly and kitting services. Lapeer Industries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 20-31375) on Aug. 5, 2020. The case was initially assigned to Judge Joel D. Applebaum. On Aug. 13, 2020, the case was reassigned to Judge Phillip Shefferly and was assigned a new case number (Case No. 20−48744). At the time of the filing, Debtor had estimated assets of less than $50,000 and liabilities of between $10 million and $50 million. Winegarden, Haley, Lindholm, Tucker & Himelhoch P.L.C. is Debtor's legal counsel. LATAM AIRLINES: Hires Deloitte as Tax Service Provider ------------------------------------------------------ LATAM Airlines Group S.A., and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ (1) Deloitte Touche Outsourcing Servicos Contabeis e Administrativos Ltda. ("Deloitte Brazil"); (2) Deloitte Inc. (together with Deloitte LLP, "Deloitte Canada"); (3) Deloitte Advisory SpA ("Deloitte Chile"); (4) Deloitte Asesores y Consultores Ltda ("Deloitte Colombia"); (5) RPC Abogados Cia. Ltda., associated firm of Deloitte & Touche Ecuador ("Deloitte Ecuador"); (6) Deloitte Impuestos y Servicios Legales, S.C. ("Deloitte Mexico"); and (7) Deloitte & Touche S.R.L. ("Deloitte Peru" and together with Deloitte Brazil, Deloitte Canada, Deloitte Chile, Deloitte Colombia, Deloitte Ecuador, Deloitte Mexico, and Deloitte Peru, the "International Deloitte Entities"), as tax service provider to the Debtors. LATAM Airlines requires Deloitte to provide the following services: (a) Deloitte Brazil: Providing tax compliance services, including: (1) Monthly and annual tax filings; (2) presenting filings and payment; (3) representing client relating to fiscalizations and certain information requirements from tax authorities; (4) providing monthly and trimestral analysis of tax accounts; (5) address tax queries regarding modifications to existing tax legislation; and (6) manage invoices issued by travel agencies. (b) Deloitte Canada: Providing tax analytics services, including: (1) identifying and recovering overpayments of taxes; and (2) identifying vendor duplicate payments or incorrect payments not identified by current processes. (c) Deloitte Chile: (1) Providing business process solutions loan staff services ("BPS Services"), which includes providing support to the processes related to account analysis and Accelya migration; (2) Assisting with transfer pricing ("Transfer Pricing"), which includes preparation of transfer pricing reports and sworn statements for entities in Chile, Peru, Colombia, Ecuador, Mexico, and the United States, as well as calculating intercompany fares for approximately thirteen services and reviewing intercompany billing; (3) tax compliance services ("Chilean Tax Compliance Services"), including assistance in preparing monthly forms, corporate tax filings, and business license permits and/or tax, among others; and (4) tax analytic services identifying overpayments of, among others, taxes and penalties ("Tax Analytic Services"). (d) Deloitte Colombia: (1) Preparing periodic filings of national, district, and municipal income taxes; (2) consulting and advising with respect of requests for tax refunds for amounts paid in excess; and (3) training when necessary. (e) Deloitte Ecuador: Provide Tax Advisory Services related to: (1) VAT Filings; (2) withholding tax filings; (3) various schedules, including transactional, independence relation, shareholders and dividend schedules; and (4) other employment related tax issues. (f) Deloitte Mexico: (1) providing monthly and annual tax compliance services, including filings for refunds; and (2) loan related services. (g) Deloitte Peru: (1) Providing tax outsourcing services, including monthly and annual tax filings; (2) preparing information related to requests from tax authorities; (3) performing regular analysis of tax accounts, accounting records, non-resident certificates; and (4) updating the Registro Unico del Contribuyente. Deloitte will be paid as follows: Entity Fee Type Amount Deloitte Colombia Fixed Monthly Fee USD $ 24,709, including 19% VAT Deloitte Brazil Fixed Monthly Fee USD $ 37,000 plus 15% VAT Deloitte Chile BPS Services: $40,500 Fixed Monthly Fee Chilean Tax $45,795 Compliance: Fixed Monthly Fee Tax Analytic Services: 3% of amount Contingent fee recovered Deloitte Canada Contingent fee 20% benefits Deloitte Ecuador Fixed Monthly Fee $19,459.50 plus VAT Deloitte Peru Fixed Monthly Fee $26,099, plus 18% VAT Deloitte Mexico Fixed Monthly Fees $6,000 for tax compliance services, and $109,700 for loan staff services. Marco Letzow, partner of Deloitte, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Deloitte can be reached at: Marco Letzow Deloitte Touche Outsourcing Servicos Contabeis e Administrativos Ltda. Rua Rua Alexandre Dumas - Ala B 1981 Sao Paulo, 04717-906 Brazil About LATAM Airlines Group LATAM Airlines Group S.A. is a pan-Latin American airline holding company involved in the transportation of passengers and cargo and operates as one unified business enterprise. It is the largest passenger airline in South America. Before the onset of the COVID-19 pandemic, LATAM offered passenger transport services to 145 different destinations in 26 countries, including domestic flights in Argentina, Brazil, Chile, Colombia, Ecuador and Peru, and international services within Latin America as well as to Europe, the United States, the Caribbean, Oceania, Asia and Africa. LATAM Airlines Group and its 28 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11254) on May 25, 2020. Affiliates in Chile, Peru, Colombia, Ecuador and the United States are part of the Chapter 11 filing. The Debtors disclosed $21,087,806,000 in total assets and $17,958,629,000 in total liabilities as of Dec. 31, 2019. The Hon. James L. Garrity, Jr., is the case judge. The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as general bankruptcy counsel; FTI Consulting as restructuring advisor; Togut, Segal & Segal LLP and Claro & Cia in Chile as special counsel; PricewaterhouseCoopers Consultores Auditores SpA as independent auditors; and Larrain Vial Servicios Profesionales Limitada as Latin America investment banker. Prime Clerk LLC is the claims agent. The U.S. Trustee for Region 2 appointed a committee of unsecured creditors on June 5, 2020. The committee is represented in Debtors' bankruptcy cases by Dechert LLP. The committee has also tapped Morales & Besa LTDA to provide advice on matters related to the Chilean and cross-border insolvency law. LE TOTE: Taps Stretto as Claims and Noticing Agent -------------------------------------------------- Le Tote, Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Stretto as its claims and noticing agent. The firm will oversee the distribution of notices and will assist in the maintenance, processing and docketing of proofs of claim filed in Debtors' Chapter 11 cases. The firm's professionals will be paid at hourly rates as follows: Position Hourly Rate Consulting Services and Rates Analyst $30 - $60 Consultant (Associate/Senior Associate) $65 - $182 Director/ Managing Director $192.50 - $230 Solicitation, Balloting and Tabulation Rates Solicitation Associate $209 Director of Securities $230 Robert Klamser, managing director at Stretto, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Stretto can be reached through: Robert Klamser Stretto 8269 E.23rd Ave, Ste 275 Denver, CO 80238 Telephone: (855) 812-6112 Email: robert.klamser@stretto.com 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. LIVE NATION: Moody's Lowers CFR to B2, Outlook Negative ------------------------------------------------------- Moody's Investors Service downgraded Live Nation Entertainment, Inc.'s corporate family rating to B2 from Ba3, probability of default rating to B2-PD from Ba3-PD, senior secured credit facilities ratings to B1 from Ba2, senior secured notes rating to B1 from Ba2, and senior unsecured notes ratings to B3 from B1. Moody's also downgraded the company's speculative grade liquidity rating to SGL-2 from SGL-1. The outlook remains negative. "The downgrade of the CFR reflects expectations that the coronavirus pandemic will drive continued deterioration in the company's financial results and credit metrics due to suspension of live events", said Peter Adu, Moody's Vice President and Senior Analyst. "The downgrade of the SGL rating captures the company's cash burn", Adu added. Ratings Downgraded: Corporate Family Rating, to B2 from Ba3 Probability of Default Rating, to B2-PD from Ba3-PD Senior Secured Credit Facilities, to B1 (LGD3) from Ba2 (LGD2) Senior Secured Notes, to B1 (LGD3) from Ba2 (LGD2) Senior Unsecured Notes, to B3 (LGD5) from B1 (LGD4) Speculative Grade Liquidity Rating, to SGL-2 from SGL-1 Outlook Action: Outlook, Remains Negative RATINGS RATIONALE Live Nation's B2 CFR is constrained by: (1) the continued significant negative impact of the coronavirus pandemic on its revenue and profitability; (2) elevated leverage (adjusted Debt/EBITDA) and expectations that the metric will be sustained above 6x through the next 12 to 18 months (28x for LTM Q2/2020); and (3) event risks, such as new ticketing competitors and regulatory changes addressing the company's substantial market position or mandated consumer protection initiatives. The company's rating benefits from: (1) good liquidity, which provides flexibility to meet its obligations over the next 12 months; (2) good market position, enhanced by established relationships with performing artists together with platforms for concert promotions and ticketing; which create substantial entry barriers; and (3) good growth prospects post-pandemic especially in emerging markets, where rising middle class incomes will drive increased consumption of live events. The rapid and widening spread of the coronavirus outbreak, weakened global economic outlook and asset price declines are creating a severe and extensive credit shock across many sectors, regions and markets. The combined credit effects of these developments are unprecedented. The live entertainment sector has been one of the sectors most significantly affected by the shock given its sensitivity to consumer demand and sentiment. Due to the spread of the virus, live events have been postponed or canceled. While Live Nation has gone through cyclical downturns over time, the impact of the pandemic on its profitability and cash flow is far worse than observed in previous cycles. Its rating action reflects the impact on Live Nation of the breadth and severity of the shock, and the broad deterioration in credit quality it has triggered. Live Nation's social risk is elevated. The coronavirus pandemic is expected to continue to impact operations in the live entertainment sector and in turn Live Nation's earnings and cash flow until a vaccine becomes available. Also, the company's market position attracts periodic adverse publicity related to both consumer protection and anti-competitive behavior. These lead to periodic calls for regulatory intervention and although the company has not been sanctioned, credit concerns exist. Live Nation's governance risk is elevated as it has engaged in growth by acquisitions without a public leverage target. Live Nation has good liquidity. Sources approximate $2.7 billion while Moody's estimates that negative free cash flow may be $1.5 billion in the 12 months to June 30, 2021, with minimal debt maturities. The company has stated that it expects to consume about $185 million per month on average through the end of 2020 [1], which Moody's anticipates may improve somewhat in mid-2021. Liquidity is supported by cash of about $1.7 billion (excluding $745 million in ticketing client cash and $717 million of net event-related deferred revenue), $565 million of availability under its $630 million multi-revolving credit facility that matures in October 2024 (none drawn but there is $65 million of letters of credit outstanding) and $400 million of delayed draw term loan that can be tapped for liquidity purposes. In July 2020, the company amended the net leverage covenant under its revolving credit facility. The covenant is not applicable until the fourth quarter of 2021 unless the company chooses to resume the testing earlier. Instead, a $500 million minimum liquidity test is applicable and compliance is not expected to be problematic through the next four quarters. Live Nation has limited ability to generate liquidity from asset sales. The negative outlook reflects Live Nation's elevated leverage, cash burn and uncertainty as to when live events will return to normal and also signals that a rating downgrade may occur if the coronavirus pandemic is expected to significantly pressure demand for live events and the company's liquidity in mid-2021. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS For an upgrade to be considered, the company must demonstrate stable operating performance, eliminate its cash burn and maintain very good liquidity while sustaining Debt/EBITDA below 5.5x (28x for LTM Q2/2020) and FCF/Debt above 5% (-10% for LTM Q2/2020). The ratings could be downgraded if suspension of live events continues in mid-2021, if liquidity becomes weak or if Debt/EBITDA is sustained above 6.5x (28x for LTM Q2/2020) and FCF/Debt below 0% (-10% for LTM Q2/2020). Live Nation Entertainment, Inc., headquartered in Beverly Hills, California, operates a leading live entertainment ticketing and marketing company (Ticketmaster), and owns, operates and/or exclusively books venues and promotes live entertainment with operations in North America, Europe, Asia and South America. Revenue for the twelve months ended June 30, 2020 was $8.1 billion. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. LOOKOUT RIDGE: Has $11-Million Offers for Property -------------------------------------------------- Lookout Ridge, LLC, submitted a Third Amended Disclosure Statement explaining its Chapter 11 Plan. In June 2016, the Debtor executed a promissory note to Agrow Credit for $2,250,000 with a 10-year term. The principal of the Debtor, Gregory Hall and his son, Drew Hall, worked to obtain development and sell the Property. For an extended time, the Halls negotiated with a variety of parties to develop an effective development strategy. The Hall's efforts were severely hampered by severe liquidity problems and they were unable to fund development costs, and so, pivoted to marketing the property to buyers who would develop the property and obtain the necessary entitlements from the City of Georgetown, with the Hall's assistance. To advance this strategy, they concluded that they needed the advice of knowledgeable experts. In the summer of 2019, Gregory Hall retained Dan Bensimon of Unique Strategies, LLC to advise him on multiple properties (including the Debtor's property and the adjacent Longhorn Junction property, which has now successfully exited Chapter 11) to provide strategic planning and share his considerable knowledge and experience in real estate development and, more broadly, the forces in the local economy affecting the timing, process and realization of the value of the properties. On Aug. 19, 2019, Debtor entered into an exclusive listing agreement with Tim Riley and Riley-McLean Land, LLC. With more than 25 years of combined experience in Central Texas, Riley-McLean has brokered approximately 30,000 acres and developed key relationships with landowners, homebuilders, land developers, and industry experts. Riley-McLean is actively working with buyers and sellers of Central Texas land with a particular focus on Bastrop, Blanco, Burnet, Caldwell, Gillespie, Hays, Lampasas, Lee, Llano, Travis and Williamson counties. See https://www.rileymclean.com/. Immediately prior to filing, Debtor had received a signed contract from Trendmaker Homes for 72.8 acres of the Debtor's 107.76 acres, for approximately $7.897 million, or, stated differently, $2.49 per square foot, or $26,500 per lot for 298 lots. ESI refused to postpone its scheduled foreclosure sale, and so Debtor did not execute and submit the contract to the title company. After the bankruptcy filing, Trendmaker Homes met with City of Georgetown staff in January and was advised that the city would require the extension of County Road 166 across the property, which would decrease the number of lots by about 50 lots and increase development costs, due to the higher construction costs. Trendmaker submitted a revised offer, due to the changed circumstances but Meritage Himes submitted a superior offer. On April 15, 2020, Meritage Homes entered into a letter of intent with the Debtor to purchase 72.8 acres for $5,601,900. or, stated differently, $1.77 per square foot, or $22,407 per lot for 250 lots. Real estate activity essentially stopped through May and June 2020 as potential buyers paused their acquisition strategies, but the activity in the market is starting to pick up. On July 10, 2020, Debtor received a contract offer from Capstone Collegiate Communities, LLC for 26 acres of its property for $5,415,000, or $4.78 per sq. ft., more than $2.50 per sq. ft higher than any previous offer. Capstone Communities intends to develop a "multi-family cottage style development" on the property. The offer includes $45,000 in earnest money, a 90 day "Inspection Period" to determine the feasibility of the property for its intended use, and up to an additional 120-day "Entitlement Period" to obtain the necessary zoning, plat approvals and other entitlements necessary for the project. The Debtor is negotiating the terms of the proposed contract and will disclose the terms of the contract upon execution of the contract by both parties. Also, on July 10, 2020, Debtor received a letter of intent from Atlantic Urbana Acquisition Company, LLC ("Atlanta"), to acquire a different parcel of the Debtors' Property, consisting of approximately 28 acres, for $5,793,480, or $4.75 per sq. ft. Atlanta is a joint venture between developer, Urban Moment, and financier, Bain Capital, with the stated intention of developing more than 50 projects of small single-family rental homes in Texas. Atlanta currently has six projects in the Austin and Dallas markets, one project in Austin in lease-up, one project in Kyle under construction, and four projects undergoing entitlement. Debtor is negotiating the terms of the offer and will disclose the terms of the contract upon execution of the contract by both parties. The Debtor is recommencing negotiations with Trendmaker Homes and Meritage Homes to sell additional acreage adjacent to the parcels upon which Capstone and Atlanta have offers. In March 2020, the City of Georgetown indicated that it wanted to route County Rd 166 to extend through Lookout Ridge to Fox Drive, which would reduce the Property’s usable acreage (as evidenced by the variation in the prices offered by builder of single-family residential communities). The sole Member of the Debtor, Gregory Hall, is also the sole member of Longhorn Junction Land and Cattle Company, LLC, which owns, and is actively marketing approximately 205 acres of land adjacent to Lookout Ridge, suitable for retail, commercial, light industrial and mixed use. Mr. Hall is currently in negotiations with the City of Georgetown to reroute Fox Drive along the perimeter of Lookout Ridge and Longhorn Junction, which will require him to grant easements on other properties owned or controlled by him. The Halls and their advisors met with city officials on March 16, 2020 and the city presented an updated, proposed map from the City of Georgetown that relocating the roadway to the north along the border of Longhorn Junction. The city and county are continuing to go through the process of approving the relocation of the roadway. Mr. Hall's active marketing of Longhorn Junction for compatible uses and his willingness to grant the necessary easements to reroute Fox Drive, stand to provide a direct benefit to Lookout Ridge and increase its value. Overview of the Plan Under the Debtor's Plan, the Debtor will satisfy all creditors from the sale or refinance of the Property. Secured creditors will retain their liens and their claims will accrue interest until their allowed claims are satisfied. The Plan includes the following milestones: 1. Sept. 15, 2020: The Debtor must have sufficient property under contract to pay the Secured Creditors in full, the from the proceeds of sale. 2. Dec. 31, 2020: The Debtor must have sufficient property under contract to pay the Secured Creditors in full from the proceeds of sale, and the periods in such contract(s) for the buyer(s) to inspect the property and to determine the feasibility for the buyer’s intended use (the "Feasibility Period") shall have terminated; provided that such contracts may have periods extending beyond this date for the buyer to obtain the necessary zoning and entitlements from governmental authority (the "Entitlement Period"). 3. March 31, 2021: Debtor shall pay the Secured Creditors their Allowed Claims. The Debtor's failure to reach any of these milestones will constitute a default under the Plan. If the Debtor defaults under the Plan, the Debtor will convey the Secured Creditors title to so much of the Property as is necessary to pay their Allowed Claims in full, at a value to be determined by the Bankruptcy Court, if the parties cannot agree, under the procedure set out in the Plan. Class 4 Allowed Secured Claim of Agrow Credit Corporation Milestones: 1. Sept. 15, 2020: The Debtor must have sufficient property under contract to pay the Secured Creditors in full from the proceeds of sale. 2. Dec. 31, 2020: The Debtor must have sufficient property under contract to pay the Secured Creditors in full from the proceeds of sale, and the periods in such contract(s) for the buyer(s) to inspect the property and to determine the feasibility for the buyer's intended use (the "Feasibility Period") will have terminated; provided that such contracts may have periods extending beyond this date for the buyer to obtain the necessary zoning and entitlements from governmental authority (the "Entitlement Period"). 3. March 31, 2021: Debtor will pay the Allowed Claim of Agrow Credit in full. The Debtor's failure to reach any of these milestones will constitute a default under the Plan. If the Debtor defaults under the Plan, the Debtor will convey to Agrow Credit title to so much of the Property as is necessary to pay their Allowed Claims in full, at a value to be determined by the Bankruptcy Court, if the parties cannot agree, under the procedure set out in the Plan. Class 5 Allowed Secured Claim of Equity Secured Investments, Inc. Milestones: 1. Sept. 15, 2020: The Debtor must have sufficient property under contract to pay the Secured Creditors in full from the proceeds of sale. 2. Dec. 31, 2020: The Debtor must have sufficient property under contract to pay the Secured Creditors in full from the proceeds of sale, and the periods in such contract(s) for the buyer(s) to inspect the property and to determine the feasibility for the buyer's intended use (the "Feasibility Period") will have terminated; provided that such contracts may have periods extending beyond this date for the buyer to obtain the necessary zoning and entitlements from governmental authority (the "Entitlement Period"). 3. March 31, 2021: Debtor will pay the allowed claim of ESI in full. The Debtor's failure to reach any of these milestones will constitute a default under the Plan. If the Debtor defaults under the Plan, the Debtor will convey to ESI title to so much of the Property as is necessary to pay its Allowed Claims in full, at a value to be determined by the Bankruptcy Court, if the parties cannot agree, under the procedure set out in the Plan. Class 6 Allowed Claim of Romspen Mortgage Limited Partnership. However, Romspen shall not be allowed to foreclose a judgment lien on Debtor’s Property prior to either the Debtor's payment of the Secured Creditors in full under the Plan or Debtor's conveyance of property to the Secured Creditors in satisfaction of their Allowed Claims. A full-text copy of the Disclosure Statement dated July 13, 2020, is available at https://tinyurl.com/y79grpcg from PacerMonitor.com at no charge. Attorneys for Lookout Ridge: Herbert C. Shelton HAJJAR PETERS LLP 3144 Bee Caves Rd Austin, Texas 78746 Tel: 512.637.4956 Fax: 512.637.4958 Email: cshelton@legalstrategy.com About Lookout Ridge Lookout Ridge, LLC, is primarily engaged in renting and leasing real estate properties. Lookout Ridge filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 20-10039) on Jan. 7, 2020. In the petition signed by Drew Hall, company representative, the Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities. Ron Satija, Esq., at Hajjar Peters LLP, is the Debtor's legal counsel. LST EXPRESS: Unsecured Creditors to Recover 100% in 10 Years ------------------------------------------------------------ LST Express, Inc., a Florida Corporation, filed with the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, a Combined Disclosure Statement and Chapter 11 Plan of Reorganization dated July 14, 2020. Class 8 consists of the All General Unsecured Creditors will be paid 100% of the allowed general unsecured claims (Est. $56,792.75) over 120 months with the federal judgment interest rate as of the date of the filing of the Plan. Payments in this class will be made quarterly. No prepayment penalty shall apply to this Class. Estimated total quarterly payments are $1,493. Class 9 consists of any claim held by Equity Holders/Insiders. Equity Holders and Insiders will receive no distribution under this Plan but will retain the same ownership as they did prior to the Petition Date. Given the refined debt service as provided in this Plan, the Debtor will continue its operations which will cover the required new debt service payments. A full-text copy of the combined plan and disclosure statement dated July 14, 2020, is available at https://tinyurl.com/yyv2ahlu from PacerMonitor at no charge. The Debtor is represented by: Law Offices of Jason A. Burgess 1855 Mayport Road Atlantic Beach, Florida 32233 Tel: (904) 372-4791 About LST Express Inc. Based in Jacksonville, Florida, LST Express Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-01326) on April 21, 2020, listing under $1 million in both assets and liabilities. Jason A. Burgess, Esq., at THE LAW OFFICES OF JASON A. BURGESS, LLC, represents the Debtor. LUCKY'S MARKET: Sharon Buying 2015 GMC Yukon for $30K ----------------------------------------------------- Lucky's Market Parent Co., LLC, and its affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize the private sale of one of their motor vehicle assets, a 2015 GMC Yukon with 68,712 miles, to Jason (Bo) Sharon for $30,000. Before the Petition Date, the Debtors operated affordable organic and locally-grown fruits and vegetables, top-quality, naturally raised meats and seafood, and fresh, daily prepared foods. They emphasized carrying the highest-quality products at the lowest prices, with the mission of providing "Organic for the 99%." Their stores offered a broad range of grocery items through their "L" private label at great value, which had no artificial colors, flavors or preservatives. The Purchaser and Trish Sharon, two former chefs with restaurant backgrounds, opened the first Lucky's Market in 2003 based out of Niwot, Colorado. They continue to own membership interest in the Debtors's business. Accordingly, the Purchaser is an insider of the Debtors as that term is defined in Bankruptcy Code section 101(31)(b). The Purchaser now proposes to purchase via a private sale the Motor Vehicle Asse. The Purchaser agreed to pay $30,000 for the Motor Vehicle Asset. Further, as part of the private sale, the Debtors ask to assume and assign two leases to the Purchaser, who is the co-lessee on both leases, the first, a lease for a 2019 Audi S5 and the second, a lease for a 2019 Audi Q8. One of the Debtors, Sinoc, Inc., and the Purchaser executed the S5 Lease on Oct. 19, 2019, as co-lessees. The S5 Lease was for a 35-month term. The Certificate of Title lists VW Credit Leasing LTD as the owner of the 2019 Audi S5. Since the execution of the S5 Lease, Purchaser has possessed the 2019 Audi S5. Lease payments were made to the lessor by the Debtors, who withheld the amount of the lease payments from the Purchaser's compensation. Beginning in January 2020, the Purchaser paid the S5 Lease payments directly to the lessor. Separately, Sinoc and the Purchaser executed the Q8 Lease on Oct. 19, 2019, as co-lessees. The Q8 Lease was for a 35-month term. The Certificate of Title lists VW Credit Leasing LTD as the owner of the 2019 Audi A8. Since the execution of the Q8 Lease, the Purchaser has possessed the 2019 Audi Q8. Lease payments were made to the lessor by the Debtors, who withheld the amount of the lease payments from te Purchaser's compensation. Beginning in January 2020, Purchaser paid the Q8 Lease payments directly to the lessor. Lease payments to the lessor are current and no cure amount is due and owing. The Debtors ask the Court's approval to (a) sell the Motor Vehicle Asset free and clear of all liens claims and encumbrances to the Purchaser, and (b) assume and assign Motor Vehicle Leases to the Purchaser. The Purchase Price represents the fair market value of the Motor Vehicle Asset and provides adequate consideration for assignment of the Motor Vehicle Leases. Approving the assumption and assignment of the Motor Vehicle Leases to the Purchaser allows the Debtors', their estates, and other stakeholders to realize cost savings because the Debtors will no longer be responsible for making any payments under the Motor Vehicle Leases. Similarly, assuming and assigning the Motor Vehicle Leases avoids the claims pool dilution, which would result if the Debtors rejected the Motor Vehicle Leases. Lease payments to the lessor are current and no cure amount is due and owing. To maximize the value received for the Assets, the Debtors propose to close the transaction as soon as possible. Accordingly, they ask the Court waives the 14-day stay period under Bankruptcy Rules 6004(h) and 6006(d). A copy of the Agreement is available at https://tinyurl.com/yychyxb6 PacerMonitor.com free of charge. About Lucky's Market Lucky's Market Parent Company, LLC -- https://www.luckysmarket.com/ -- together with its owned direct and indirect subsidiaries, is a specialty grocery store chain offering a broad range of grocery items through the Company's "L" private label. Each of the company's stores has full-service departments, which include produce, meat, seafood, culinary, apothecary, beer and wine, and grocery. In addition to the stores, the company operates a produce warehouse in Orlando, Fla., to supply nearly all produce for its Florida and Georgia stores. Lucky's Market Parent and 21 of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. Del., Lead Case No. 20-10166) on Jan. 27, 2020. At the time of the filing, the Debtors were estimated to have $100 million to $500 million in assets and $500 million to $1 billion in liabilities. The petitions were signed by Andrew T. Pillari, chief financial officer. Judge John T. Dorsey presides over the cases. Christopher A. Ward, Esq. and Liz Boydston, Esq., of Polsinelli PC, serve as counsel to the Debtors. Alvarez & Marsal acts as financial advisor; PJ Solomon as investment banker; and Omni Agent Solutions as notice and claims agent. M & H PINE: US Trustee Objects to Disclosure Statement ------------------------------------------------------ Nancy J. Gargula, the United States Trustee for Region 21, filed an objection to M & H Pine Straw, Inc.'s Disclosure Statement. The United States Trustee points out that the Disclosure Statement contains minimal information regarding Debtor’s historical income and expenses which would support any such financial projections. The United States Trustee contends that it is unknown as to whether the Debtor is generating sufficient income to pay its on-going expenses and fund the Plan. According to United States Trustee, there is insufficient information in the Disclosure Statement regarding the ability of BDL to fund the purchase of the shares. About M & H Pine Straw M & H Pine Straw, Inc., a wholesaler of pine straw, filed a voluntary Chapter 11 petition (BAnkr. N.D. Ga. Case no. 20-20099) on Jan. 17, 2020. The petition was signed by Harris Maloy, owner. At the time of the filing, the Debtor was estimated to have $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. William A. Rountree, Esq., at Rountree Leitman & Klein, LLC, is the Debtor's legal counsel. MANGRANN CONSTRUCTION: Files for Chapter 7 Bankruptcy ----------------------------------------------------- The Philadelphia Business Journal reports that Mangrann Construction Services Inc. filed for voluntary Chapter 7 bankruptcy protection June 30, 2020, in the District of New Jersey. The debtor listed an address of 701 E. Gate Dr. #100, Mt. Laurel, and is represented in court by attorney Andrew B. Finberg. Mangrann Construction Services Inc. listed assets up to $3,882 and debts up to $334,106. The filing's largest creditor was listed as Andrea Pietrinferno with an outstanding claim of $152,515. MARTIN MIDSTREAM: S&P Cuts ICR to SD on Below-Par Exchange of Notes ------------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Martin Midstream Partners LP to 'SD' (selective default) from 'CC'. S&P also lowered its rating on the 2021 senior unsecured notes to 'D' from 'CC'. The lowering of S&P's rating on Martin Midstream follows the announcement of the results of its exchange and cash tender offer for the $364.5 million senior unsecured notes due February 2021. Participating bondholders were offered three options. Under option one, investors received $650 in cash for each $1,000 in principal amount of the existing 2021 notes tendered before the early participation date of July 23, 2020; or $600 in cash for each $1,000 in principal amount of the existing 2021 notes if tendered after the early participation date. Under option two, holders received $1,000 in principal amount of 11.5% senior secured second-lien notes due 2025 for each $1,000 in principal amount of the existing 2021 notes tendered before the early participation date. Investors who accepted the offer after the early participation date received $950 in principal amount of the 2025 second-lien notes. Under option three, investors received the right to acquire pro rata share of $53.7 million of 10% senior secured 1.5 lien notes due 2024 and $1,000 in principal amount of the second-lien notes due 2025. "While the majority of the investors received par value for their securities, we consider this transaction to be distressed, given the securities offered were less than the original amount with maturity extension. We also take into account the rating on the company prior to the announcement and our view that the company would not have sufficient liquidity to retire the unsecured debt upon maturity in 2021," S&P said. MCGRAW HILL: Moody's Lowers CFR to Caa2, Outlook Negative --------------------------------------------------------- Moody's Investors Service downgraded McGraw Hill LLC's ratings, including its Corporate Family Rating to Caa2 from B3 and changed the outlook to negative from stable. The downgrades and the change in outlook to negative reflect Moody's view that the company's operating challenges stemming from the continued secular pressure in the higher education market will be further exacerbated by the significant uncertainty around enrollment levels amid the coronavirus pandemic. Moody's believes that the earnings deterioration will make it difficult for the company to materially reduce its high leverage and address its significant $2.1 billion of 2021/2022 maturities (including revolver), thereby elevating default risk. Given near-term maturities, the expectation of high leverage, and negative pressure on earnings, sustainability of the capital structure has become a greater concern, including the likelihood of a distressed debt exchange. The company's $350 million revolver (undrawn as of March 31, 2020) is now current, expiring in May 2021. McGraw's $1.6 billion term loan's and MHGE Parent, LLC's $180 million term loan (unrated) mature in May 2022 and April 2022, respectively. In addition, $100 million out of $150 million McGraw's ABL revolver expires in September 2020 and the remainder in October 2021. Downgrades: Issuer: McGraw Hill LLC Probability of Default Rating, Downgraded to Caa2-PD from B3-PD Corporate Family Rating, Downgraded to Caa2 from B3 Senior Secured Bank Credit Facility, Downgraded to Caa1 (LGD3) from B2 (LGD3) Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3 (LGD5) from Caa2 (LGD5) Outlook Actions: Issuer: McGraw Hill LLC Outlook, Changed To Negative From Stable RATINGS RATIONALE McGraw's Caa2 CFR reflects the company's persistently high financial leverage, its debt-heavy capital structure that Moody's deems unsustainable, and Moody's expectation the revenue and free cash flow will decline further amid the coronavirus pandemic. It also reflects continued secular pressure within the company's higher education segment, including affordability-driven price compression, intensely competitive markets, rental and used textbooks and open educational resources. McGraw Hill's K-12 school business is exposed to pricing pressure and adoption cycles of its end markets. Moody's expects that the company's FY2021 revenue will decline, pressured by the reduced enrollments/attendance in the higher education and international segments, budgetary constraints and the likely deferrals of purchasing decisions in the company's K-12 segment, and the overall climate of increased unemployment and decreased household incomes favoring lower-priced learning products. Assuming a decline in earnings in the mid-teen range and a heavy debt burden, Moody's projects that the company's debt-to-cash-EBITDA, which was 6.3x (including Moody's standard adjustments and cash pre-publication costs as an expense) as of FYE 3/31/20, will increase closer to mid 8x (Moody's adjusted) over the next 12-18 months. McGraw's rating continues to garner support from its strong brand, good market position, longstanding relationships with education institutions, proprietary content developed through long-term exclusive relationships with leading authors and broad range of product offerings in higher education publishing. The company's emerging digital platforms position it favorably to expand its product offerings within the education market, as remote learning is expected to grow significantly through the next academic year. The company currently generates more than 50% of its revenue from digital solutions, with higher education revenue being more than 75% digital. McGraw continues to experience material growth in its Inclusive Access offering. The negative rating outlook reflects the elevated risk of default unless the company can refinance debt maturities on commercially viable terms, ensure uninterrupted access to a revolving line of credit and reverse its weak operating performance. ESG CONSIDERATIONS The key social risks in the education publishing sector lies in evolving demographic and societal trends, particularly in the way students choose to study. As affordability of textbooks and learning materials are increasingly important to students and higher education institutions, less expensive alternatives to print textbooks emerged. This social trend has resulted in a precipitous decline in average spend per student on learning materials. Publishers, including McGraw, are responding by growing digital offerings that provide extra value to students. The coronavirus outbreak is accelerating the transformational social changes impacting McGraw and its peers. The spread of the coronavirus outbreak, deteriorating global economic outlook, and asset price declines are creating a severe and extensive credit shock across many sectors, regions and markets. The combined credit effects of these developments are unprecedented. The media/publishing has been one of the sectors most signifi cantly affected by the shock given its sensitivity to consumer demand and sentiment. More specifically, the weaknesses in McGraw's credit profile have left it vulnerable to shifts in market sentiment in these unprecedented operating conditions and the company remains vulnerable to the outbreak continuing to spread. The coronavirus outbreak has placed an increased level of uncertainty regarding future enrollment and financial performance of courseware publishers, as current social distancing measures have moved many physical learning operations to online in the education sector. The timing and format of reopening of learning institutions remains uncertain, as different jurisdictions evaluate potential public health implications of reopening. The closure of physical facilities has led to an accelerated transition to various forms of remote learning and to a broader adoption of digital courseware. 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 views McGraw's financial strategy as aggressive. The company has historically raised debt to fund shareholder returns, while increasing leverage in a highly cyclical industry. LIQUIDITY AND STRUCTURAL CONSIDERATIONS McGraw currently has adequate liquidity, supported by its sizable cash balance (approximately $179 million available as of May 31, 2020) but the reduction in the ABL commitment to $50 million (unless extended) next month from $150 million currently, $350 million undrawn revolver expiration in May 2021, anticipated pressures on receivable collections during the coronavirus outbreak and the expectation of diminished internally generated cash flow will strain the company's liquidity. Moody's projects that the company's cash on hand and internally generated cash flow will be sufficient to fund the company's highly seasonal cash flow and the 1% required annual term loan amortization, but not the 2021/2022 debt maturities. The term loan does not have financial covenants and revolver has a springing net leverage covenant, to be tested at 30% or greater draw. Moody's estimated the company will have adequate cushion over the covenant requirement should the covenant be tested. The $2 billion Senior Secured Credit facilities benefit from the subordination of $400 million Senior Unsecured Notes and $180 million MHGE Parent, LLC (HoldCo) Term Loan (unrated), resulting in a 1-notch tranche uplift from CFR to Caa1 instrument rating. The $400 million Senior Unsecured Notes are rated Caa3, due to their subordination to the Senior Secured Credit Facilities, but ranking in higher priority to $180 million HoldCo Term Loan. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Heightened near-term risk of default including through distressed exchange transactions, or a reduction in the recovery assumption could lead to further downgrades. McGraw's ratings could also be downgraded if the company is unable to make de-leveraging progress or generate and sustain positive free cash flow. A weakening of liquidity would also pressure the company's ratings including through such factors as significant revolver usage, weaker or negative free cash flow, or erosion of the covenant cushion. An upgrade or a shift to a stable rating outlook is unlikely unless the company is able to proactively address its 2021/2022 debt maturities at commercially viable terms. If that were to occur, McGraw could be upgraded if good operating execution leads to revenue and earnings growth, consistent free cash flow generation and reduced leverage or the company de-levers through asset sales, an equity offering or acquisitions such debt-to-cash EBITDA is sustained under 7x (including Moody's standard adjustments and cash prepublication costs as an expense) The principal methodology used in these ratings was Media Industry published in June 2017. McGraw Hill LLC is a global provider of educational materials and learning services targeting the higher education, K-12, professional learning and information markets with content, tools and services delivered via digital, print and hybrid offerings. McGraw Hill LLC revenue for the fiscal year ended March 31, 2020 was $1.6 billion. MLK ALBERTA: Unsecureds to Get Full Payment by 2025 --------------------------------------------------- MLK Alberta LLC filed with the U.S. Bankruptcy Court for the District of Oregon filed a Plan and a Disclosure Statement on July 16, 2020. Class 4 General Unsecured Claims will be paid the full amount of the claims, together with simple interest then in effect on the Confirmation Date (as of July 10, 2020 - 0.65%) in a single installment of principal and interest, payable on or before October 31, 2025. Each member of this class will be given a Note, or if such Claim is disputed, a written objection. After resolution of claim objections, Debtor estimates that the total amount of allowed claim(s) within this class will be approximately $250,000. The majority of Unsecured Claims will be paid in a balloon payment upon sale or refinance of the Debtor’s primary asset – the MLK Property. Class 5 - Insider Claims. No payments will be made on account of the Claims in Class 5 unless and until the Claims within Classes 1-4 have been paid in full. The Claims in Class 5 will be subordinated to the Claims in Classes 1 to 4. There is one insider claim shown in the schedules. The insider claim of GEZA Development LLC for approximately $150,000 is unsecured. However, GEZA Development LLC has agreed to subordinate its Claim to the Claims and will not be paid anything under the Plan unless and until all other creditors have been paid in full. Meron Alemseghed - Holder of 100% of the membership interests in the Debtor is the sole equity holder in the case. The Equity Holder shall retain his membership interest in the Debtor unless otherwise ordered by the Court as a condition of confirmation of the Plan. The payments due under the Plan will be funded by the proceeds of Debtor's continued operation of its business, plus the proceeds from the sale or refinance of the MLK Property. The Debtor will begin actively exploring a refinance of Parkview's debt following the Effective Date. If refinance is not available by the end of the first year of the Plan following the Effective Date, Debtor will begin actively marketing the property for sale. A full-text copy of the Disclosure Statement dated July 16, 2020, is available at https://tinyurl.com/yynm7lu8 from PacerMonitor at no charge. The Debtor is represented by: Douglas R. Ricks VANDEN BOS & CHAPMAN, LLP 319 SW Washington St., Ste. 520 Portland, OR 97204 Tel: 503-241-4861 Fax: 503-241-3731 About MLK Alberta MLK Alberta, LLC, based in Portland, OR, filed a Chapter 11 petition (Bankr. D. Ore. Case No. 20-31032) on March 18, 2020. In the petition signed by Meron Alemseghed, sole member, the Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Trish M. Brown oversees the case. Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP, serves as bankruptcy counsel to the Debtor. MOST CHOICE: Unsecureds to Be Paid in Full in 57 Months ------------------------------------------------------- Most Choice Healthcare, LLC, submitted an Amended Plan of Reorganization. The value of the Debtor's total asset is $153,648. The Debtor will fund the Plan payments to creditors from revenue that it receives from its future business operations. Class V Allowed Secured Claim of the Ally Bank, in the approximate amount of $8,888 and secured by a lien on a 2016 Kia Rio automobile, will be paid in 32 monthly installments with interest at 5% per annum. Ally Bank will retain its lien on the 2016 Kia Rio until the claim is paid in full. Class V is impaired. Class VI Allowed Secured Claim of the Kia Finance, in the amount of $20,553 and secured by liens on two 2016 Kia Rio automobiles, will be paid in 34 monthly installments with interest at 5% per annum. Kia Finance will retain its liens on the two 2016 Kia Rio automobiles until the claim is paid in full. Class VI is impaired. Class VII Allowed Secured Claim of the Small Business Financial Solutions, in the amount of $147,636 and secured by a lien on the Debtor's equipment, inventory & accounts, will be paid in 60 monthly installments with interest at 5% per annum. Small Business Financial Solutions will retain its lien on the Debtor's equipment, inventory & accounts, until the claim is paid in full. Class VII is impaired. Class VIII: All Allowed General Unsecured Claims of creditors, which are not otherwise classified. These claims total approximately $81,915, excluding the unsecured claim of the IRS in the amount of $57,669. This class will be paid in full (100%) over 57 months through pro rata monthly installments. Class VIII is impaired. A full-text copy of the Amended Plan of Reorganization dated July 13, 2020, is available at https://tinyurl.com/y85mgvn7 from PacerMonitor.com at no charge. Attorney for Debtor: David T. Cain Law Office of David T. Cain 8626 Tesoro, Suite 811 San Antonio, Texas 78217 Tel: (210) 308-0388 Fax: (210) 503-5033 About Most Choice Healthcare Most Choice Healthcare, LLC sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 20-50736) on April 3, 2020, listing under $1 million in both assets and liabilities. The Debtor is represented by the Law Office of David T. Cain. NEW YORK HELICOPTER: Going Concern Sale to Pay Claims in Full ------------------------------------------------------------- New York Helicopter Charter, Inc. filed with the U.S. Bankruptcy Court for the Southern District of New York a Disclosure Statement for Plan of Reorganization dated July 14, 2020. The Plan provides for the payment, in full, of all Allowed Claims, with applicable interest, against the Debtor’s Estate from the proceeds of Sale and/or income from the Debtor’s continued operations. The manner in which the Plan will satisfy all Claims against the estate will depend upon the outcome of the Sale. The Plan proposes to distribute the proceeds of Sale on the Effective Date, subject to the Distribution Waterfall. If the Debtor is sold as a going concern, creditors will receive a one-time payment under the Plan on the Effective Date. It is anticipated that a sale of the Debtor as a going concern would produce sufficient Sale proceeds to pay all creditors in full. Proceeds of Sale of the Debtor’s and MHI’s helicopters will also be distributed on the Effective Date, subject to the Distribution Waterfall. In the event any of the helicopters are not sold, they will be abandoned to the Holders of Claims secured by such collateral. Accordingly, regardless of the results of the Sale the Debtor will lease a new fleet of at least two (2) helicopters to operate its business going forward. In the event the Debtor is not sold as a going concern and the proceeds of Sale are insufficient to satisfy all Unsecured Claims in full on the Effective Date, the Plan provides for payments over time, with applicable interest, in full repayment of all Allowed Unsecured Claims. Under the Plan, the Holders of Allowed Claims in each of these Classes will share, on a Pro Rata basis, in the proceeds of Sale in accordance with the Distribution Waterfall. To the extent not otherwise fully paid through the proceeds of Sale, (i) MCA Claims and Lease Claims will be repaid over a three (3) year period from the Post-Confirmation Debtor’s operating income; and (ii) General Unsecured Claims will be repaid over a five (5) year period from the Post-Confirmation Debtor’s operating income. Class 6 consists of all Holders of General Unsecured Claims held against the Debtor. Each Holder of an Allowed General Unsecured Claim will receive payment in full on account of their Allowed Class 6 Claim, with applicable interest, as follows: (i) in accordance with the Distribution Waterfall, its Pro Rata portion of the Sale proceeds; and (ii) to the extent not already paid in full, equal monthly payments over a three (3) year period beginning on the Payment Start Date and having a total value as of the Effective Date equal to the amount of such Holder’s Allowed Class 6 Claim. A full-text copy of the disclosure statement dated July 14, 2020, is available at https://tinyurl.com/y5qtv29a from PacerMonitor at no charge. The Debtor is represented by: WHITE & WOLNERMAN, PLLC 950 Third Ave., 11th Floor New York, New York 10022 Tel: (212) 308-0667 Randolph E. White David Y. Wolnerman About New York Helicopter Charter New York Helicopter Charter Inc., a provider of helicopter tours and charters, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. N.Y. Case No. 19-13238) on Oct. 11, 2019. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Sean H. Lane. The Debtor tapped White & Wolnerman, PLLC as its legal counsel; Bauman Law Group P.C. as litigation counsel; Pulvers Pulvers & Thompson, LLP, as special counsel; and Nussbaum Yates Berg Klein & Wolpow, LLP, as its accountant. NEWPORT GROUP: S&P Alters Outlook to Negative, Affirms 'B' ICR -------------------------------------------------------------- S&P Global Ratings revised its outlook on Walnut Creek, Calif.-based provider of retirement, insurance, and consulting services Newport Group Holdings II Inc. to negative from stable. S&P affirmed its 'B' issuer credit rating on the company. S&P also affirmed its existing issue-level ratings and assigned its 'B' issue-level rating and '3' recovery rating to the proposed $50 million first-lien term loan increment. The fully debt-funded acquisition will cause leverage to temporarily exceed S&P's downside trigger, while increasing integration risks. Pro forma for the leveraging acquisition of PAi, S&P expects Newport's S&P Global Ratings-adjusted Debt to EBITDA will increase from the high-6x area as of the past 12-month period to March 31, 2020, to over 7x through the first half of 2021. The acquisition introduces incremental acquisition integration risks already elevated by the company's other recent acquisitions, which include PNC Bank's noncore retirement business, Trailing Insurance Commissions, and the retirement recordkeeping and administration business of Huntington National Bank. S&P believes a challenging selling environment will limit new business signings in 2020; however, the rating agency expects Newport will exhibit stable retention of existing business through the COVID-19 pandemic-triggered global downturn, and deleverage beneath 7x by the second half of 2021. Market volatility has caused assets under administration (AUA) levels in Newport's core retirement business to fluctuate significantly in 2020, declining from $136 billion at year-end 2019 to $120 billion by the first quarter 2020, before subsequently rebounding by the second quarter 2020. However, only 10% of Newport's total revenue is exposed to equity market levels, this compares favorably with Newport's rated peer independent record-keeper AqGen Ascensus Inc. where 14% of revenue is subject to equity market fluctuations. Revenues are more closely tied to total plan and participant levels, which have remained consistent in 2020 due to the steady underlying demand for retirement plans. Nevertheless, the acquisition will improve Newport's scale and service capabilities with small -to-midsize business (SMB) clients. PAi's self-service technology platform for SMB clients (25 participants or less) will provide Newport with an efficient self-service platform. PAi's CoPilot platform will allow Newport to reduce its headcount expense to service smaller clients because it enables SMB owners to independently design and manage retirement plans. "We expect Newport will leverage PAi's technology to strengthen its competitive bid in the marketplace for SMB clients, and also to improve its service efficiency with its existing SMB client base over time. Additionally, we expect PAi's revenue growth will benefit from access to Newport's partner network, which provides access to major financial institutions who often find it inefficient to service smaller clients," S&P said. "We expect timely execution against acquisition synergies related to personnel, corporate expense savings and supplier conversion. While prior integrations have resulted in modest client attrition, we expect that PAi will initially operate on a stand-alone basis, reducing the complexity of the integration process," the rating agency said. Newport has adequate liquidity, but its cushion is modest for the 'B' rating. The company will have $37 million of total available liquidity sources pro forma for the transaction as of March 31, 2020. This consists of $25 million of balance sheet cash and $12 million in revolving credit availability with no maturities until September 2023, which will be adequate to meet Newport's modest needs over the next 12 months. That said, Newport generated only $0.1 million in reported free operating cash flow to supplement its liquidity in 2019 due to high (approximately $15 million) accounts receivable and other working capital needs. "In our opinion, the company's cushion to withstand any integration miscues or cost overruns is modest for the 'B' rating. Nevertheless, we expect the company will generate at least $15 million in annual cash flow through 2021, driven by stable demand in its core business, acquisition contributions, and an improved focus on collections to reduce working capital needs," S&P said. The negative outlook reflects the possibility S&P could lower the rating if the company's acquisition integration and synergy realization efforts progress slower than expected causing operating performance to fall short of the rating agency's base case expectations for steady low-to-mid-single-digit percent annual organic revenue growth, stable S&P Global Ratings-adjusted EBITDA margins in the low 20% area, and deleveraging underneath 7x by mid-2021. "We could lower our ratings if operating performance weakens or if unforeseen changes in regulatory requirements weaken the company's competitive position causing organic revenue declines, or margin contraction such that debt to EBITDA is sustained above 7x. In this scenario, plan and participant counts suffer sustained declines, and increased plan distributions and market volatility reduce assets under administration (AUA) levels. We could also lower our rating if operational missteps lead to higher integration expenses than anticipated such that the company sustains free operating cash flow (FOCF) to debt in the low-single-digit-percent area, or if Newport pursues debt-financed dividends or further acquisitions that lead to leverage sustained above our downgrade threshold," S&P said. "We would base an outlook revision to stable on the company's successful integration of PAi and other acquisitions and timely realization of acquisition synergies. In this scenario, operating performance is consistent with or better than our base case forecast," the rating agency said. NORTHBELT LLC: Unsec. Creditors to Be Paid 5% Over Time ------------------------------------------------------- Northbelt, LLC, filed a First Modification to the Debtor's First Plan of Reorganization and Supplement to the Debtor's First Amended Disclosure Statement. The Debtor modifies the Plan as follows: The section headed "Class 2: Allowed Secured Claim of Wilmington Trust, N.A." on page 9 of the Plan is replaced with the following: Class 2: Allowed Secured Claim of Wilmington Trust, N.A. This claim will be paid once Allowed as follows: a. This Claim is an Allowed Secured Claim of Wilmington Trust, N.A. ("WTNA") and shall be satisfied as follows: The Allowed Secured Claim shall be in the amount of the value of the Property provided by MAI appraisal obtained by WTNA, dated fall of 2019, in the amount of $7,600,000.00. This amount shall constitute the Allowed Secured Claim of WTNA. This amount shall be paid as follows: -- The Allowed Secured Claim shall be paid based on an amortization over 360 months with a balloon payment on the contractual maturity date of October 1 , 2024. The interest rate on the repayment of the Allowed Secured Claim shall be 3.25%, the Wallstreet Prime Rate as of March 31, 2020. The monthly payment shall be $33,075.38. The payments shall commence on the later of January 1, 2021, or, the first day of the month following 30 days after the Effective Date of the Plan and shall continue on the first day of each succeeding month thereafter until the end of the payment term as defined herein. The Debtor will have no further reserve or escrow account(s) with WTNA. Debtor shall be permitted to pay all claims out of the reserve funds. Further WTNA shall release all reserve funds to the Debtor. -- The Allowed Secured Claim shall retain its liens against the Property to secure such claim. The only default provisions that shall apply to this Allowed Secured Claim shall be those described in and set forth in the Plan. b. This Claim is Impaired and the holder of this Claim is entitled to vote to accept or reject the Plan. The section headed "Class 4: Allowed Unsecured Claims." on page 10 of the Plan is replaced with the following: Class 4: Allowed General Unsecured Claims: a. The Claims in this class will be paid by the Reorganized Debtor once Allowed at 5% of their Claims over the same period of time that the Debtor is paying the Allowed Secured Claim of WTNA. The payments shall be paid on the same time table as payments to WTNA. b. This class is Impaired and the holder of a Claim in this class is entitled to vote to accept or reject the Plan. Class 5: Equity Interest Holders. The Equity Interests shall be cancelled and reissued and conveyed to Don Testa in exchange for his contributions to the Plan. The Debtor hereby supplements the Disclosure Statement as follows: 1. Exhibits C-1 and C-2 (projections of plan payments, referred to in paragraph 3.04) are hereby replaced with new Exhibit 1 attached hereto. 2. New paragraph 6.03 is added as follows: 6.03 Contributions by Donald Testa or affiliates. In the event the Debtor is financially unable to make the payments to creditors as required under the Plan, Dr. Donald Testa, the Debtor's President, shall contribute to the Debtor the funds or value necessary to allow the Debtor to make said payments without default. A full-text copy of the Modification and Supplement dated July 13, 2020, is available at https://tinyurl.com/ycwnz6xl from PacerMonitor.com at no charge. Attorneys for the Debtor: Joyce W. Lindauer Guy H. Holman Paul B. Geilich Joyce W. Lindauer Attorney, PLLC 1412 Main Street, Suite 500 Dallas, Texas 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 About Northbelt LLC Northbelt, LLC, a lessor of real estate headquartered in Houston, Texas, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-30388) on Jan. 28, 2019. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. The case is assigned to Judge Eduardo V. Rodriguez. Joyce W. Lindauer Attorney, PLLC is the Debtor's counsel. NOVELIS INC: S&P Affirms BB- Issuer Credit Rating; Outlook Stable ----------------------------------------------------------------- S&P Global Ratings affirmed all of its ratings on Novelis Inc., including its 'BB-' issuer credit rating. S&P expects Novelis to generate earnings and cash flow below its previous estimates, but the rating agency believes the rating can withstand temporary credit measure weakness. The rating agency has revised its estimates for the company's earnings and cash flow downward, leading to credit measures in fiscal 2021 that are weak for the current rating. It now estimates Novelis will generate adjusted debt-to-EBITDA in the mid-5x area in fiscal 2021, which incorporates the incremental debt to fund its Aleris acquisition. S&P's updated forecasts notably include declining shipments to the company's automotive customers, and lower-than-expected contributions from Aleris. Production disruptions related to the COVID-19 pandemic led to a steep drop in automotive shipments in first-quarter 2021; the lower share of higher-margin automotive shipments in the quarter is primarily expected to negatively affect S&P's earnings and cash flow estimates for the year. However, S&P believes Novelis will generate stronger credit measures beyond this year to an extent that preserves the ratings. The rating agency estimates its adjusted debt-to-EBITDA will decline toward 4x and adjusted funds from operations (FFO) -to-debt will remain above 12% in fiscal years 2022 and 2023. The improving trend is underpinned by expected growth in earnings and cash flow mainly from a cyclical rebound. "We could lower the rating over the next 12-24 months if we expect Novelis' adjusted debt-to-EBITDA to increase and remain above 5x or FFO-to-debt to decline below 12% in fiscal years 2022 and 2023. In this scenario, we anticipate a slower-than-expected recovery in automotive market demand fundamentals through next year that limits growth in Novelis' earnings and cash flow from this fiscal year. In our view, the company would not have the capacity to sufficiently reduce leverage following the Aleris acquisition," S&P said. "We view an upgrade over the next 12 months as unlikely, particularly given the increase in leverage this fiscal year. However, to contemplate an upgrade, we would expect Novelis to generate and maintain adjusted debt-to-EBITDA that approaches 3x and FFO-to-debt over 20%. In this scenario, a materially higher proportion of shipments to automotive customers would likely be required. In addition, a higher rating would be contingent on a stronger assessment of Novelis' group credit profile, likely requiring continuing earnings and cash flow growth, as well as continued deleveraging at Hindalco," the rating agency said. NPHSS LLC: Legatum Buying Carmel Property for $6.53 Million ----------------------------------------------------------- NPHSS, LLC, asks the U.S. Bankruptcy Court for the Northern District of California to authorize the sale of the real property located at 5 Sand & Sea, Carmel, California to Legatum Holdings, LP or assignee for $6,532,500, subject to overbid. In support of the Motion, the Debtor represents that its real estate professionals, a volunteer team consisting of licensed real estate brokers Patrick Foy and Timothy Foy and licensed real estate salesperson Ryan Eltherington, actively marketed the Property on MLS, Realtor.com, Zillow, Trulia, and other marketplaces. Additionally, an e-mail blast was sent to over 10,000 agents. A total of three formal offers were received, all, including the Buyer's initially in the range of $6.2 million. Negotiations with the Buyer's Coldwell Banker agent resulted in the price being increased and the terms being tightened in favor of the Debtor. The Debtor believes that, given the uncertain economic circumstances, the Purchase Price represents fair market value. Its Schedules had valued the Property at $7.5 million; but the bankruptcy and foreclosure occurrences, as well as negative publicity stirred up by certain creditors, impacted the value of the Property. As well, the impacts of the economic uncertainties related to COVID-19 have also affected the real estate marketplace. The Agreement does not provide for a brokers' commission to be paid by the Debtor. As a result, the effective sale price, if a standard 5% commission were factored in, would be about $6.9 million. The parties have executed their Residential Purchase Agreement for the sale of the Property. The pertinent terms of the Agreement provide for the Purchase Price to be paid by way of a $195,975 deposit, currently held in escrow, and the balance in cash at close of escrow which may occur as soon as August 8. The Agreement is subject to a 21-day due diligence contingency period (the Agreement was dated July 9, 2020). There will be no commission paid. The Buyer will pay its own broker's commission. An escrow has been opened at Old Republic Title Co., 167 S. San Antonio Road, Suite 5, Los Altos, California. The escrow officer is Linda Michel, (650)941-5700, and the escrow number is 0623015876-LM. The Debtor represents that the proposed Agreement was the result of arms'-length negotiations between the parties; and it has no connection with the Buyer, and no director or officer of the Debtor is an officer or director of the Buyer, or vice-versa. No post-sale relationship or consideration has been offered to any of the Debtor's officers, directors, investors, or members as well as its volunteer team of professionals. The proceeds of sale are proposed to be disbursed to pay (1) the deed of trust held by CalCap Income Fund 1, LLC, estimated to be approximately $5.5 million; real property taxes, of about $102,000 owed to the County of Monterey; and (3) customary escrow and title costs of sale. The net to the Debtor's bankruptcy estate should be in the range of $930,500. Creditors Michael Luu and Jeffrey Ma recorded pre-petition writs of attachment against the Property on Feb. 18, 2020, one day prior to the commencement of the case. These writs are more particularly identified as document numbers 2020008109, 2020008110, 2020008111, and 2020008112, recorded in the official records of Monterey County. Luu filed a secured Proof of Claim for the amount of $464,669, and Ma filed a secured Proof of Claim for the amount of $141,180. The sum of the liens against the Property are: (i) CalCap secured Proof of Claim - $5,272,265; (ii) CalCap post-petition interest at 10% - $260,000; (ii) Monterey County secured Proof of Claim - $94,127; (iv) Monterey County post-petition interest at 18% - $8,000; (v) Luu secured claim - $464,669; and (vi) Ma secured claim - $141,180. The total amount of all liens is $6,240,241, and the value of the Property is $6,532,500. The sale will be sale free and clear of interests of Luu and Ma. The sale of the Property is subject to overbid. Any party interested in making an overbid must contact the Debtor's agent, Patrick Foy, at (415) 846-8002 or patrickfoy@gmail.com, in care of Midtown Realty, 2775 Middlefield Road, Palo Alto, California 94306, patrickfoy@gmail.com or (415)846-8002, in writing, and provide a deposit in the amount of $400,000 in certified funds, along with acceptable documentation concerning financing, and make arrangements directly with Patrick Foy, by Aug. 12, 2020. In the event the Debtor through its agent receives written notice from a qualified party interested in overbidding, together with a deposit, and acceptable documentation concerning financing, an overbid auction will be held at the time and place noticed for the hearing on the Motion. The bidding will be in increments of $500,000, and the initial overbid must be in the amount of $7.1 million. The deposit will become non-refundable as to the successful bidder following any overbid auction. All overbids must be without contingencies. Any party interested in obtaining further information concerning the Property should contact Patrick Foy. The Debtor will ask that the Court's order allows the Debtor to make minor modifications to the Agreement, including how title is to be vested to the Buyer. The sale of the Property is on an "as is, where is" and "with all faults" basis. The Debtor will also ask that the Court's order provide that in the event the Buyer does not close the Sale, it will be authorized to sell the Property on the same terms and at least the same price to an alternate purchaser without a further order of the Court. A copy of the Agreement is available at ttps://tinyurl.com/y6xu8fwl from PacerMonitor.com free of charge. About NPHSS LLC NPHSS, LLC, is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)) based in Carmel by the Sea, Calif. NPHSS filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 20-50296) on Feb. 19, 2020. The petition was signed by Franklin Davis Loffer, III, Debtor's managing member. 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 Stephen L. Johnson oversees the case. Stanley Zlotoff, Esq., is the Debtor's bankruptcy counsel. NPHSS LLC: Ma and Luu Object to Disclosure Statement ---------------------------------------------------- Secured creditors Jeffrey Ma and Michael Luu object to the adequacy of disclosures made in the Combined Plan and Statement of Debtor NPHSS, LLC. Ma and Luu claim that the Debtor has failed to provide any details to show that the Debtor can meet the sale timetable proposed in the Plan. The Plan merely mentions that the Debtor will sell the Subject Property within six (6) months of the Effective Date, without providing any detail on the why that timetable is realistic, given the long past. Ma and Luu point out that the Debtor never filed an application to employ Patrick Foy or disclose any relation or potential compensation structure. Public records from the Multiple Listing Service appear to indicate that the Debtor actually is currently using Timothy Foy as a broker – without any court approval. Ma and Luu assert that the Plan provides zero detail or disclosure about the nature of the loan, the nature of the affiliate, when the loan was made and related terms, and, most importantly, what steps the Debtor will take to recover the loan proceeds for the benefit of the estate. Ma and Luu further assert that the Plan fails to disclose that any preference claim against Ma and Luu would be subject to a motion to dismiss without leave to amend if the sale price of the Subject Price were high enough to yield a solvent estate that would pay all claims in full if converted to chapter 7. A full-text copy of Ma and Luu's objection to disclosure statement dated July 14, 2020, is available at https://tinyurl.com/y354cf36 from PacerMonitor at no charge. Counsel for Secured Creditors Jeffrey Ma and Michael Luu: MATTHEW D. METZGER BELVEDERE LEGAL, PC 1777 Borel Place, Ste 314 San Mateo, CA 94402 Tel:. (415) 513-5980 Fax: (415) 513-5985 E-mail: mmetzger@belvederelegal.com mmetzger@belvederelegal.com About NPHSS LLC NPHSS, LLC, is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)) based in Carmel by the Sea, Calif. NPHSS filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 20-50296) on Feb. 19, 2020. The petition was signed by Franklin Davis Loffer, III, Debtor's managing member. 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 Stephen L. Johnson oversees the case. Stanley Zlotoff, Esq., is the Debtor's bankruptcy counsel. OHIO RIVER LABORATORY: Sept. 2 Plan & Disclosures Hearing Set ------------------------------------------------------------- Ohio River Laboratory/IPath LLC filed with the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, a Disclosure Statement describing Plan of Reorganization. On July 14, 2020, Judge David R. Jones conditionally approved the Disclosure Statement and established the following dates and deadlines: * Aug. 25, 2020 at 5:00 p.m. is the deadline for filing ballots accepting or rejecting the Plan. * Aug. 25, 2020 at 5:00 p.m. is the deadline for filing and serving written objections to confirmation of the Plan. * Sept. 2, 2020 at 10:00 a.m. in Courtroom 400, 4th Floor, United States Courthouse, 515 Rusk, Houston, Texas 77002 is the evidentiary hearing to consider final approval of the Disclosure Statement and confirmation of the proposed plan. A copy of the order dated July 14, 2020, is available at https://tinyurl.com/y6jjpf6m from PacerMonitor at no charge. About Ohio River Laboratory/iPath Ohio River Laboratory /iPath, LLC, is a medical testing laboratory service that offers a complete range of tests for diagnosis, screening or evaluation of diseases and health conditions. It offers allergy testing, diabetes testing, pathology testing, oncology testing, urology testing, and cardiovascular testing. Ohio River Laboratory /iPath, LLC, based in Houston, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 20-30257) on Jan. 15, 2020. In the petition signed by Mitali Shah, president, the Debtor disclosed $17,061 in assets and $1,637,028 in liabilities. The Hon. David R. Jones is the presiding judge. Russell Van Beustring, Esq., at The Lane Law Firm, LLC, serves as bankruptcy counsel. ON SEMICONDUCTOR: Moody's Rates New Senior Unsecured Notes 'Ba2' ---------------------------------------------------------------- Moody's Investors Service rated ON Semiconductor Corp.'s new Senior Unsecured Notes due 2028 at Ba2; upgraded the speculative grade liquidity rating to SGL-1; and affirmed ON Semi's other ratings, including the Ba1 Corporate Family Rating. The outlook is stable. ON Semi plans to use the net proceeds of the New Notes plus balance sheet cash to repay about $1 billion of the nearly $2 billion outstanding under the Senior Secured Revolving Credit Facility. Proforma for the New Notes and the Revolver repayment, leverage should decline from about 4.8x adjusted debt to EBITDA (twelve months ended July 3, 2020) to about 4.3x. Moody's expects that ON Semi will repay the 1% Convertible Senior Notes, which mature on December 1, 2020, with existing cash balances. Proforma for the repayment of the Convertibles, leverage would be reduced by an additional 0.6 turns to about 3.7x adjusted debt to EBITDA (twelve months ended July 3, 2020). Moody's projects that ON Semi will generate increasing EBITDA and free cash flow over the coming quarters as the automotive market recovers and will direct FCF toward debt reduction, driving leverage to below 3x over the next 12 to 18 months. Assignments: Issuer: ON Semiconductor Corporation Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD5) Affirmations: Issuer: ON Semiconductor Corporation Corporate Family Rating, Affirmed Ba1 Probability of Default Rating, Affirmed Ba1-PD Senior Secured Bank Credit Facility, Affirmed Baa3 (LGD3) from (LGD2) Upgrades: Issuer: ON Semiconductor Corporation Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Outlook Actions: Issuer: ON Semiconductor Corporation Outlook, Remains Stable RATINGS RATIONALE ON Semi's Ba1 CFR reflects the company's strong market position, with the second largest market share in the Power Discrete semiconductor segment behind industry leader Infineon. Moreover, Moody's expects that ON Semi's increasing exposure to relatively high growth, high margin analog end markets (automotive, industrial, mobility) will produce some modest further increases in the EBITDA margin over time. Nevertheless, with the global economic recession driven by the coronavirus outbreak, Moody's expects revenues and EBITDA to remain weak, though improving, over the near term with adjusted debt to EBITDA remaining above 3.5x for the remainder of 2020. This reflects ON Semi's exposure to the global automotive market, which Moody's estimates will record a 20%-unit sales decline in 2020, and to the industrial markets, which is also highly-cyclical. ON Semi's rating profile is also constrained due to the significant exposure to the mobile phone market, which is subject to very short product life cycles, requiring ongoing research and development to obtain share in new customer platforms. The stable outlook reflects Moody's expectation that revenues, EBITDA, and FCF will improve over the near term as ON Semi's end markets, particularly the automotive end market, recover from the coronavirus-related demand disruption. Moody's expects that ON Semi will use FCF and cash balances to make additional debt repayments over the near term. With the anticipated recovery in EBITDA and the debt repayments, Moody's expects that ON Semi will reduce leverage to below 3x adjusted debt to EBITDA over the next 12 to 18 months. The rapid spread of the coronavirus outbreak, deteriorating global economic outlook, low oil prices, and high asset price volatility have created an unprecedented credit shock across a range of sectors and regions. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The credit profile reflects the impact on the company of the deterioration in credit quality the pandemic has triggered, given the company's exposure to the semiconductor supply chain. This has left the company vulnerable to shifts in market demand and sentiment in these unprecedented operating conditions. The rating is supported by governance considerations, specifically ON Semi's decision to forego share repurchases and direct FCF toward debt repayment. Moody's expects that ON Semi will continue to follow a conservative financial policy, refraining from debt funded shareholder returns. The upgrade of the SGL rating to SGL-1 from SGL-2 reflects ON Semi's consistent FCF generation during the currently depressed business environment. Moody's expects that ON Semi will keep at least $750 million of cash following the $1 billion repayment on the Revolver and the repayment of the Convertibles and will generate FCF of at least $400 million over the next year. On March 24, 2020, ON Semi drew down the remaining $1.2 billion of available borrowing capacity on the $1.97 billion Revolver to build the cash balance. Moody's expects that ON Semi will reduce the Revolver balance further over the next 12 to 18 months, providing additional external liquidity. The Baa3 rating on the Revolver and the Senior Secured Term Loan A reflects the collateral, which includes a first priority lien on all assets, and benefits from a cushion of unsecured liabilities, including two tranches of convertible senior notes. The Ba2 rating on the New Notes reflects the absence of collateral and the effective subordination to the Credit Facilities, which benefits from collateral. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The rating could be upgraded if: - the EBITDA margin (Moody's adjusted) is sustained at least in the upper twenty percent - debt to EBITDA (Moody's adjusted) is sustained below 2x and - ON Semi maintains a very good liquidity profile The rating could be downgraded if: - Moody's believes than ON Semi is losing market share or - EBITDA margin is less than 20% (Moody's adjusted) or - ON Semi engages in debt funded share repurchases or distributions, or highly-leveraging acquisitions, such that debt to EBITDA (Moody's adjusted) is sustained above 3x ON Semiconductor Corp., based in Phoenix, Arizona, manufactures a broad array of discrete and integrated circuit analog, mixed-signal, and logic semiconductors and sensors, serving the automotive, industrial, mobile telephony, and consumer electronics markets. The principal methodology used in these ratings was Semiconductor Industry published in July 2018. OUTLOOK THERAPEUTICS: Incurs $3 Million Net Loss in Third Quarter ----------------------------------------------------------------- Outlook Therapeutics, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $3.01 million on $0 of collaboration revenues for the three months ended June 30, 2020, compared to a net loss of $4.44 million on $583,848 of collaboration revenues for the three months ended June 30, 2019. "I am extremely proud of the progress we have made over the last few months. In addition to successfully completing two strategic financings during the last quarter that helped provide a meaningful cash runway as we advance ONS-5010 towards a BLA submission, we continued to achieve important clinical milestones," said Lawrence A. Kenyon, president, CEO and CFO of Outlook Therapeutics. "This month we are on track to report topline safety and efficacy results from our NORSE 1 study in wet AMD. The data from this study in addition to the pivotal NORSE 2 data and the results of NORSE 3, which we expect in the third calendar quarter of next year, should be sufficient to support our BLA filing in the second half of 2021." For the nine months ended June 30, 2020, the Company reported a net loss of $25.32 million on $0 of collaboration revenues compared to a net loss of $24.43 million on $2.29 million of collaboration revenues for the same period in 2019. As of June 30, 2020, the Company had $30.24 million in total assets, $19.28 million in total liabilities, and $10.96 million in total stockholders' equity. The Company has incurred substantial losses and negative cash flows from operations since its inception. As of June 30, 2020, the Company had $3.6 million of unsecured notes that were due on demand as of such date and $0.9 million loan granted pursuant to the Paycheck Protection Program of the Coronavirus Aid, Relief, and Economic Security Act, which matures on May 2, 2022. The Company said these factors raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1649989/000155837020010682/otlk-20200630x10q.htm About Outlook Therapeutics Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc. -- http://www.outlooktherapeutics.com-- is a late clinical-stage biopharmaceutical company working to develop the first FDA-approved ophthalmic formulation of bevacizumab for use in retinal indications, including wet AMD, DME and BRVO. If ONS-5010, its investigational ophthalmic formulation of bevacizumab, is approved, Outlook Therapeutics expects to commercialize it as the first and only on-label approved ophthalmic formulation of bevacizumab for use in treating retinal diseases in the United States, Europe, Japan and other markets. Outlook Therapeutics reported a net loss attributable to common stockholders of $36.04 million for the year ended Sept. 30, 2019, compared to a net loss attributable to common stockholders of $48.02 million for the year ended Sept. 30, 2018. As of March 31, 2020, the Company had $13.17 million in total assets, $33.69 million in total liabilities, and a total stockholders' deficit of $20.52 million. KPMG LLP, in Philadelphia, Pennsylvania, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Dec. 19, 2019, on the consolidated financial statements for the year ended Sept. 30, 2019, citing that the Company has incurred recurring losses and negative cash flows from operations and has a stockholders' deficit of $16.1 million, $6.7 million of convertible senior secured notes that become due on Dec. 22, 2019, $3.6 million of unsecured indebtedness due on demand and $1.0 million of unsecured indebtedness also due on demand, but subject to a forbearance agreement through March 2020, that raise substantial doubt about its ability to continue as a going concern. OWENS FUNERAL HOME: Has Until Aug. 28 to File Plan & Disclosures ---------------------------------------------------------------- Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York has entered an order within which Owens Funeral Home, Incorporated and its Debtor Affiliates shall file and provide notice to all parties in interest a Plan and Disclosure Statement on or before August 28, 2020. The Case Conference is adjourned to Sept. 10, 2020 at 10:00 a.m. A copy of the order dated July 16, 2020, is available at https://tinyurl.com/yxwpp6j5 from PacerMonitor.com at no charge. About Owens Funeral Home Owens Funeral Home, Incorporated, is a provider of funeral and cremation services headquartered at 216 Lennox Avenue, New York, New York. Owens Funeral Home sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 20-10508) on Feb. 18, 2020. At the time of the filing, the Debtor disclosed estimated assets and liabilities of $1 million to $10 million. The petition was signed by Isaiah Owens, the firm's president/CEO. The Debtor tapped Windels Marx Lane & Mittendorf LLP as its counsel. PABLO MEZA: Lopez Buying Los Angeles Property for $450K ------------------------------------------------------- Pablo Meza asks the U.S. Bankruptcy Court for the Central District of California to authorize the sale of the real property located at 409 Oakford Ave., Los Angeles, California to Fermin Razon Lopez for $450,000, pursuant to their Residential Sales Agreement. In their divorce proceedings, the Debtor and his ex-wife entered into an agreement that the Subject Property would be listed for sale and that he would be in charge of the sale. The agreement was entered as an order on Oct. 04, 2018. Immediately thereafter, the Subject Property had been listed for sale in the amount of $450,000; and a buyer was found for the full price and on April of 2019 and escrow was opened to proceed with the sale of the Subject Property. Escrow was opened and was ready to close to consummate the sale transaction; however, the Debtor's ex-spouse at the eleventh hour refused to sign the Deed transferring title and the buyer cancelled the transaction. The Debtor had already obtained an order in Court to employ Sarinana, Inc. as Real Estate to list and sell the Subject property on Feb.21, 2020 and the real estate agent stated that some buyers has expressed interest in the Subject Property. Additionally, there is a good business reason as detailed below for granting the Motion. The Subject Property is encumbered by three secured loan with: (i) Select Portfolio Servicing with an estimated balance of $292,754; (ii) GT Service Corp. with an estimated balance of $42,983; and (iii) CalHFA Mortgage Assistance Corp. with an estimated balance of $13,860. The Subject Property has a total of $349,597 secured claims. If approved, the sales of the Subject property may provide a total amount of $450,000. Subtracting and estimated sales cost of 8% the remaining proceeds will total about $414,000. Taking into consideration that after paying all secured lien holders of the Subject Property, the Debtor will still have about $64,000 to be able to pay his priority creditors and general unsecured creditors. All creditors secured or unsecured will receive more money from the proceeds of the sale of the Subject property if it is sold in the regular course of business rather that a forced foreclosure sale, thus satisfying the best interest of creditors test. In light of the totality of circumstances, the Motion should be approved because is in the best interest of the estate and will protect creditors as well. A copy of the Agreement is available at https://tinyurl.com/yy8bv9nt from PacerMonitor.com free of charge. A hearing on the Motion is set for Sept. 2, 2020 at 10:00 a.m. Objections, if any, must be filed at least 14 days prior to the scheduled hearing date. Pablo Meza sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-23688) on Nov. 20, 2019. The Debtor filed pro se. PAL DISTRIBUTION: Trustee Taps Bicher & Associates as Field Agent ----------------------------------------------------------------- Caroline Djang, the Subchapter V trustee appointed in PAL Distribution, Inc.'s Chapter 11 case, seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Bicher & Associates as her field agent. The firm will investigate Debtor's financial affairs and assist the trustee in matters including banking transactions, verification of sales and deposits, bank accounts online and cash flow monitoring, creditor claims identification and other assignments requested by the trustee in furtherance of her duties. Bicher & Associates will also manage and oversee Debtor's business operations. The firm will be paid an hourly fee of $85. Lori Ensley, an associate at Bicher & Associates, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lori J. Ensley Bicher & Associates 1220 Monte Vista Dr Redlands, CA 92373 Telephone: (909) 793-8068 About PAL Distribution PAL Distribution, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 20-14663) on July 8, 2020. At the time of the filing, Debtor had estimated assets of between $100,000 and $500,000 and liabilities of between $1 million and $10 million. Judge Scott H. Yun oversees the case. Debtor has tapped Resnik Hayes Moradi, LLP as its legal counsel. Caroline R. Djang is the Subchapter V trustee appointed in Debtor's Chapter 11 case. She is represented by Best Best & Krieger LLP. PAPARDELLE 1068: Court Dismisses Suit v. District of Columbia ------------------------------------------------------------- Bankruptcy Judge S. Martin Teel, Jr. dismissed the adversary proceeding captioned PAPARDELLE 1068, INC., Plaintiff, v. DISTRICT OF COLUMBIA, et al., Defendants, Adversary Proceeding No. 19-10035 (Bankr. D.D.C.). The lawsuit was filed against the Internal Revenue Service, Office of Tax & Revenue Government of the District of Columbia over validity, priority or extent of lien or other interest in property. Judge Teel ordered the parties to show cause why the adversary proceeding ought not be dismissed. The United States has responded that the case ought to be dismissed, citing, among other decisions, In re Moseley, 161 B.R. 382 (Bankr. E.D. Tex. 1993). The other parties have not responded. Based on the reasoning of In re Moseley as discussed by the response of the United States, Judge Teel dismissed the adversary proceeding without adjudicating any of the claims asserted. A copy of the Court's Memorandum Decision dated July 31, 2020 is available at https://bit.ly/3hc7VXv from Leagle.com. About Papardelle 1068 Papardelle 1068, Inc., operates a restaurant in the Georgetown section of the District of Columbia under the name Ristorante Piccolo. It filed for chapter 11 bankruptcy protection (Bankr. D.D.C. Case No. 19-00554) on Aug. 16, 2019, and is represented by Steven H. Greenfeld, Esq. -- steveng@cohenbaldinger.com -- at Cohen, Baldinger & Greenfeld LLC. In August 2019, the District of Columbia filed a Motion to Dismiss Case for Abuse. The Court entered an order dated July 23, 2020, dismissing the case with prejudice for 180 days. The Debtor has filed a motion asking the Court to reconsider the dismissal order. PATRIOT SOLAR: Hanover Fails in Bid to Junk Vanguard Amended Suit ----------------------------------------------------------------- District Judge Michael A. Shipp denied Defendant The Hanover Insurance Company's motion to dismiss Plaintiff Vanguard Energy Partners, LLC's first amended complaint captioned VANGUARD ENERGY PARTNERS LLC, Plaintiff, v. THE HANOVER INSURANCE COMPANY, Defendant, Civil Action No. 18-13124 (MAS) (DEA) (D.N.J.). On or about Sept. 16, 2016, Vanguard entered into a procurement and construction agreement with Southern Sky Renewable Energy County Street, LLC. Under the terms of the Berkley Contract, Southern Sky agreed to pay Vanguard "to perform certain work in connection with the procurement and construction of a solar electric generating system" in Berkley, Massachusetts. Vanguard subsequently entered into an agreement with Patriot Solar Group, LLC under which "Patriot agreed to manufacture, construct[,] and deliver a specified ballasted ground-mounted racking system and related equipment to the Berkley Project site" in exchange for $850,010. On or about Sept. 24, 2016, Vanguard and Patriot also entered into a subcontracting agreement. Subsequent to executing the Berkley Agreements, Patriot "notified Vanguard that it was incapable of securing the requisite permits" for the Berkley Project, in breach of the Berkley Subcontract. Patriot requested that Vanguard or another of its subcontractors secure the necessary permits, which subsequently occurred. Patriot also "notified Vanguard that "it was unable to deliver the ballasted ground-mounted racking system and related equipment to the Berkley Project site" and similarly requested that Vanguard or its other subcontractors deliver the equipment, which subsequently occurred. Patriot further notified Vanguard that "it did not have the manpower or ability to maintain the schedule for the Berkley Project" or complete the contracted work "in accordance with the contractual milestones and schedule." Due to Patriot's failures, the Berkley Project fell behind schedule. Vanguard "made numerous demands to Patriot to cure its breaches" but "Patriot refused and was incapable of curing its breaches or otherwise progressing and completing" its work on the Berkley Project. Vanguard was "required to pay premium time and other additional labor costs to other trade subcontractors to mitigate against and avoid substantial liquidated damages" as a result of Patriot's failures. Vanguard and its subcontractors "also cured Patriot's defective work on the Berkeley Project." On or about Sept. 16, 2016, Vanguard and Southern Sky entered into a second procurement and construction agreement (the "Carver Contract"). Under the terms of the Carver Contract, Southern Sky agreed to pay Vanguard "to perform certain work in connection with the procurement and construction of a solar electric generating system" (the "Carver Project") in Carver, Massachusetts. Vanguard subsequently entered into an agreement with Patriot under which Vanguard agreed to pay a sum of $355,540 in exchange for Patriot manufacturing and delivering a "specified ballasted ground-mounted racking system and related equipment" to the Carver Project site. Vanguard and Patriot also entered into a subcontracting agreement (the "Carver Subcontract"). Under the Carver Subcontract, Vanguard agreed to pay Patriot $187,425 to complete various work related to the Carver Project. Much like the Berkley Subcontract, the Carver Subcontract required Patriot to complete all work on the Carver Project by Nov. 2, 2016. "On or about Nov. 11, 2016, Hanover, as surety, issued a performance bond bearing bond number 1048014 on behalf of Patriot, as principal, in the penal sum of $187,425, for the benefit of Vanguard, as obligee, in connection with the Carver Subcontract and [the] Carver Project." The duties of the various parties under the Carver Bond were virtually identical to those under the Berkley Bond. At all relevant times, Vanguard fully complied with its obligations under the Carver Agreements. As with the Berkley Project, Patriot subsequently notified Vanguard that it would be unable to secure the requisite permits for the Carver Project, and would be unable to deliver the contracted equipment to the project site. Patriot requested "that Vanguard or its other subcontractors" complete these tasks, which subsequently occurred. Patriot also notified Vanguard that it would be unable to maintain the schedule for the Carver Project which, like the Berkley Project, fell behind schedule due to Patriot's failures. Patriot was unable to cure its breaches which resulted in Vanguard paying "premium time and other additional labor costs to its other trade subcontractors to mitigate against and avoid substantial liquidated damages" to remedy Patriot's failures. Vanguard and its subcontractors "also cured Patriot's defective work on the Carver Project." On March 6, 2017, Patriot filed for Chapter 11 bankruptcy in the United States Bankruptcy Court for the Western District of Michigan. On March 1, 2018, Vanguard filed an Amended Proof of Claim in the Patriot Bankruptcy, seeking to recover its damages incurred under the Carver and Berkley Subcontracts. On April 25, 2018, Patriot filed a Motion to Approve Stipulation for Plan Treatment Between Patriot and Vanguard. Patriot proposed that Vanguard would be allowed a $3,200,000 unsecured claim and Patriot agreed to release all claims and defenses it may have had against Vanguard. On May 29, 2018, Hanover filed a limited objection to the Patriot Bankruptcy Motion. Vanguard alleges that Hanover filed its objection "without having adequately investigated the Bond Claims." On Nov. 15, 2019, Vanguard filed an Amended Complaint against Hanover alleging five counts: Count One, alleging that Hanover had failed to perform its obligations under the Berkley Bond; and Count Two, alleging that Hanover had failed to perform its obligations under the Carver Bond; Count Three for common law bad faith conduct; Count Four, for deceptive acts or practices, in violation of Mass. Gen. Laws Ann. ch. 93A, sections 2, 11; and Count Five for breach of the implied covenant of good faith and fair dealing. On Dec. 12, 2019, Hanover filed the motion to dismiss. The Court found that the state of Massachusetts has the greatest interest in the present dispute. The Projects both took place in Massachusetts and Hanover similarly maintains its principal place of business within the state. Moreover, the parties agreed that Massachusetts law should apply. To plead a claim for breach of contract under Massachusetts law, a plaintiff must allege: "[1] there was an agreement between the parties; [2] the agreement was supported by consideration; [3] the plaintiff was ready, willing, and able to perform [its] part of the contract; [4] the defendant committed a breach of the contract; and [5] the plaintiff suffered harm as a result." The Court found Vanguard has sufficiently alleged the existence of an agreement between the parties that was supported by consideration. Vanguard has similarly alleged that it suffered harm resulting from Hanover's alleged breach of the terms of the Bonds. Construing the Amended Complaint in the light most favorable to Vanguard, the Court found it has sufficiently alleged that it was ready, willing, and able to perform its obligations under the Bonds. Vanguard specifically avers that, "[a]t all relevant times, [it] complied with its obligations under the [Bonds]." In response to Vanguard's allegations, Hanover contends that Vanguard materially breached the terms of the Bonds by failing to comply with two conditions precedent contained within the Bonds. Vanguard failed to notify Hanover that it had declared Patriot in default, and failed to provide "reasonable notice" before "arranging for performance of Patriot's work under the Subcontracts." Vanguard's failure, according to Hanover, discharges Hanover of any liability under the bonds. In support of its argument, Hanover principally relies on Green Acres Landscape & Constr. Co. v. Town of Belmont, No. PLCV2009-01157 2011, Mass. Super. In Green Acres, the Massachusetts Superior Court interpreted identical bond language and held that "[t]he failure to give the notice expressly required by a bond is a material breach which prejudices the surety and discharges it from liability on the bond." The Court found that there are several factors that distinguish Green Acres from the present litigation. Most critically, Green Acres and all of the other cases cited by Hanover, were decided at the summary judgment stage and not on a motion to dismiss. Walter Concrete, cited by Vanguard, was similarly decided at the summary judgment stage. The courts in those cases, therefore, had the benefit of evaluating a fully developed factual record which is not available to this Court at the current juncture. Moreover, Hanover also concedes that Green Acres, an unpublished decision, is "the only Massachusetts decision that addresse[s] this specific issue." Hanover's citations to other Massachusetts decisions are, therefore unavailing because, as Hanover admits, those decisions were "interpreting different bond forms." The Court, accordingly, found that Vanguard has sufficiently alleged that Hanover breached its obligations under the Bonds. Construing the allegations of the Amended Complaint in Vanguard's favor, the Court found Hanover has failed to meet its burden, on a motion to dismiss, of establishing that no claim has been presented. Hanover's Motion to Dismiss, to the extent it sought dismissal of the Bond Claims, is denied. Hanover argued that Vanguards extracontractual claims -- Counts Three, Four, and Five -- must be dismissed because "the underlying breach of contract claims (Counts I and II) have no merit as Hanover did not have any obligations under the Bonds." Because the Court found Vanguard has sufficiently alleged that Hanover breached the terms of the Bonds, and because Hanover has not asserted an independent reason as to why the remaining claims should be dismissed, Hanover's Motion, to the extent it sought dismissal of Counts Three, Four, and Five, is similarly denied. A copy of the Court's Memorandum Opinion dated July 31, 2020 is available at https://bit.ly/2E8AqH7 from Leagle.com. About Patriot Solar Group Patriot Solar Group, LLC, doing business as Patriot Solar, filed a Chapter 11 petition (Bankr. W.D. Mich. Case No. 17-00984), on March 6, 2017. The petition was signed by Jeffery J. Mathie, manager. The case is assigned to Judge John T. Gregg. The Debtor was represented by Cody H. Knight, Esq. at Rayman & Knight. At the time of filing, the Debtor had both assets and liabilities estimated to be between $1 million to $10 million. No official committee of unsecured creditors has been appointed and no trustee or examiner has been appointed in the Debtor's case. PEABODY ENERGY: Moody's Lowers CFR to B3, Outlook Negative ---------------------------------------------------------- Moody's Investors Service downgraded Peabody Energy Corporation's Corporate Family Rating to B3 from B1 and senior secured ratings to B3 from B1. The downgrade is driven primarily by eroding liquidity and increasing governance-related risks. Moody's also downgraded the Speculative Grade Liquidity rating to SGL-3 from SGL-2. The rating outlook is negative. Downgrades: Issuer: Peabody Energy Corporation Corporate Family Rating, Downgraded to B3 from B1 Probability of Default Rating, Downgraded to B3-PD from B1-PD Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2 Gtd. Senior Secured Revolving Credit Facility, Downgraded to B3 (LGD3) from B1 (LGD3) Gtd. Senior Secured 1st Lien Term Loan, Downgraded to B3 (LGD3) from B1 (LGD3) Issuer: Peabody Securities Finance Corporation Senior Secured Regular Bond/Debenture, Downgraded to B3 (LGD3) from B1 (LGD3) Outlook Actions: Issuer: Peabody Energy Corporation Outlook, Remains Negative Issuer: Peabody Securities Finance Corporation Outlook, Remains Negative RATINGS RATIONALE Moody's expects an extremely challenging year for the coal industry in 2020 with only modest recovery in 2021. Weak market conditions and pricing in the global coal industry are evidenced by a slow recovery in demand in power generation and steel end markets, high inventory levels that will limit meaningful price improvement at least through year end, and a supply response that has not been significant enough to offset reduced demand. The Powder River Basin coal production region in the United States is expected to remain substantially oversupplied with coal losing share to other fuel sources for power generation driven by low-cost natural gas and renewable energy. Export thermal coal pricing is anticipated to remain near the lower bound of its medium-term sensitivity range of $55-75 per metric ton (Newcastle), and export metallurgical coal pricing is expected to remain below the midpoint of its medium-term sensitivity range of $100-160 per metric ton (CFR Jingtang) through 2021. Moody's anticipates that EBITDA will fall into the range of $200-225 million (From $837 million in 2019) and that the company will burn cash in 2020. Credit metrics will weaken significantly as a consequence of substantial earnings compression, including adjusted financial leverage moving above 8.0x (Debt/EBITDA; including standard analytical adjustments) by year end. Moody's expects that improved market conditions, combined with savings from company's operational restructuring, will improve EBITDA and avoid meaningful cash burn in 2021. Moody's forecast does not incorporate any asset sales, additional financing transactions, or benefit from the potential joint venture with Arch Resources that is being challenged legally by the U.S. Federal Trade Commission. Peabody's eroding liquidity, including a likely covenant violation in the second half of 2020, drives the downgrade of the SGL rating to SGL-3. The company reported $849 million of cash and $78 million of availability under multiple liquidity facilities on 30 June 2020. Liquidity facilities include a $565 million revolving credit facility and a $250 million securitization program. The $540 million portion of the revolver matures in 2023 and the remaining $25 million portion matures in November 2020. The company has $284 million of letters of credit posted against these facilities, which increased by $83 million in the second quarter of 2020, and by another $53 million in July 2020. Moody's does not expect that the company will be able to maintain compliance with financial maintenance covenants (including a quarterly Net Debt/EBITDA test of 2.0x with cash netting limited to $800 million) in the second half of 2020 -- which could require the company to obtain a waiver or amendment. Otherwise, the company would need to repay outstanding borrowings ($300 million) and collateralize letters of credit using a combination of other facilities and/or cash. Peabody has additional financial flexibility with respect to monetizing or obtaining financing on its Australian operations, which is evident in the ongoing commercial process to sell the company's North Goonyella metallurgical coal mine and recent announcement that it has moved the Wilpinjong thermal coal mine into an unrestricted subsidiary. The B3 CFR balances an asset base capable of supporting higher ratings with a confluence of negative factors that create more immediate financial pressures that the company must address in the near term. Peabody has a diverse platform of thermal and metallurgical coal mines in Australia and the United States. Most of the company's US thermal coal is sold to domestic utilities and all the US-produced metallurgical coal is sold into the seaborne market. Most of the company's coal produced in Australia is sold into the seaborne thermal and metallurgical coal markets in Asia. Like other rated coal producers, environmental and social factors have a material impact on the company's credit quality by increasing the cost of capital. The rating also takes into consideration that some mining assets have less favorable operating prospects in the coming years and, therefore, could be subject to more significant reclamation-related spending over the rating horizon. Current debt trading prices and recent management commentary also increase the risk related to a debt exchange below par value occurring in the near term. Environmental, social, and governance factors have a material impact on Peabody's credit quality. The company is exposed to ESG issues typical for a company in the coal mining industry, including increasing global demand for renewable energy that is detrimental to demand for coal, especially in the United States and Western Europe. From an environmental perspective, the coal mining sector is also viewed as: (i) very high risk for air pollution and carbon regulations; (ii) high risk for soil and water pollution, land use restrictions, and natural and man-made hazards; and (iii) moderate risk for water shortages. Specific social issues with respect to Peabody include the future operational status of the company's North Goonyella metallurgical coal mine that is not operational following a mine fire. The company continues to weigh its strategic development alternatives while the North Goonyella commercial process is advancing. Governance-related risks have increased in early 2020 following a change in the CFO and the company's announcement that it would nominate two directors from its largest shareholder and one independent director. Peabody returned more than $1.6 billion of cash to shareholders from 2017-2019. Nevertheless, the company has suspended its dividend and has eliminated share repurchases in an effort to preserve cash. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The negative outlook reflects expectations for cash burn and a covenant violation in the second half of 2020. Moody's could downgrade the ratings if the company has adverse operational issues, export thermal or metallurgical coal prices weaken further, cash burn worsens, or the company does not address its liquidity issues, including ability to maintain compliance with financial maintenance covenants and refinance upcoming debt maturities. Moody's could upgrade the rating with expectations for adjusted financial leverage below 4.0x (Debt/EBITDA), positive free cash flow generation, and improved liquidity. Peabody Energy Corporation is a leading global pure-play coal producer with coal mining operations in the US and Australia and about 4 billion tons of proven and probable reserves. The company generated $4.6 billion in revenues in 2019. The principal methodology used in these ratings was Mining published in September 2018. PEABODY ENERGY: S&P Downgrades ICR to 'CCC+'; Outlook Negative -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based coal producer Peabody Energy Corp. to 'CCC+' from 'B'. It also lowered the rating on the company's senior secured debt to 'CCC+' from 'B' and revising the recovery rating to '4' from '3'. S&P incorporates elevated refinancing risks ahead of Peabody's notes maturing in 2022. Peabody has $459 million of senior notes outstanding due in 2022 and $500 million of senior notes outstanding due in 2025 trading at about 61% and 50% of par. Mounting pressure on investors to divest holdings in companies that contribute to greenhouse gas emissions has made access to capital increasingly difficult for coal companies. The steep discounts of the company's debt suggest the $2.7 billion in adjusted debt is unsustainable, and could lead to a distressed debt repurchase or exchange. Peabody's met coal operations will generate negative EBITDA in 2020 and 2021 due to elevated cash costs and high operating and idling costs of its met coal assets. "We expect Peabody's met coal assets to generate negative cash flow in 2020 and 2021. We now expect cash costs to remain above $100/ton in 2020 and close to $100/ton in 2021 due to lower production volumes, outages, and lower yields at some of the met coal mines, which will impair 2020 and 2021 cash flows." In addition, North Goonyella mine will incur containment and idling costs of about $20 million in the next 12 months," S&P said. Declining domestic demand for coal due to coal plant retirements and competition from natural gas and renewable fuels raise concerns about long-term cash flow sustainability of domestic thermal operations. While Peabody's domestic thermal operations still support positive EBITDA, diminishing domestic demand prospects could pressure cash margins in the future. S&P expects Peabody's domestic volumes sold to decline by about 21% in 2020 after falling by nearly 12% in 2019. The rating agency also expects its realizations in the U.S. to decline by about 15% year over year in 2020 because of the closure of its Kayenta and Cottage Grove mines and lower pricing in the Western and Midwestern regions. S&P now estimates Peabody's 2020 adjusted EBITDA will be in the $200 million-$240 million range, revised from $300 million-$320 (including approximately $90 million of operating lease interest and asset retirement interest adjustment), which is about 70% lower than its results in 2019. Australian thermal operations should provide positive cash flow even in a low-price environment. "We continue to believe Peabody's Australian thermal operations can support steady cash flow generation due to its low-cost profile and good coal quality. We estimate Australian thermal operations can generate $250 million–$260 million in gross profits in 2020 and 2021 based on relatively stable sales volumes and prices over the next 12-24 months. But we believe that if met coal assets do not approach to break-even or positive cash flow levels in the next 12 months, company's prospects of obtaining financing will continue to diminish," S&P said. "We anticipate negative free operating cash flow (FOCF) generation in 2020 and in 2021. We expect Peabody to curtail its capital spending to about $200 million in 2020 and 2021. To achieve this, the company will postpone major project spending in the next 12 months, though this will also leave it with no FOCF to use for debt reduction," the rating agency said. The low-cost profile of the company's Australian thermal operations will enable it to absorb the negative effect from its met coal sales while still accounting for 30%-35% of its consolidated EBITDA. Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Greenhouse gas emissions The negative outlook indicates the possibility of a downgrade if S&P believes the company has less than 12 months of liquidity available, or if the rating agency envisions a default scenario, including a distressed exchange, within a year. S&P could lower its rating on Peabody if coal prices and volumes don't rebound such that any of the following occur: -- S&P envisions a liquidity shortfall within 12 months; -- Peabody breaches its first-lien leverage covenant and is unable to obtain a waiver; or -- The company purchases its outstanding debt at a discount to par. S&P could revise its outlook on Peabody to stable if prices and volumes rebound and: -- The company's debt trades closer to par value; -- The company has at least 15% covenant cushion on its first-lien leverage covenant; -- Operating cash flow is greater than $250 million, necessary to cover approximately $250 million in all sustaining capital expenditures (capex) and remaining projects spending in 2021; and -- In S&P's view, these conditions would improve the chances of a successful refinancing of upcoming maturities. PENUMBRA BRANDS: Taps Crowe LLP to Provide Tax Services ------------------------------------------------------- Penumbra Brands LLC and Penumbra Brands Holdings, Inc. received approval from the U.S. Bankruptcy Court for the District of Utah to employ Crowe, LLP. The firm's services will include the preparation of tax returns and consultation on tax matters that affect Debtor's reorganization. The firm will be paid at hourly rates as follows: Name Position Hourly Rate Nick Hollinden Partner $585 Cody Lewis Senior Manager $420 Nila Loveall Senior Manager $360 Jocelyne Loza Senior Staff $190 Staff $150-$175 Crowe 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: Wells Fargo Center 400 Capitol Mall, Suite 1400 Sacramento, CA 95814-4498 Telephone: (916) 441-1000 Facsimile: (916) 441-1110 About Penumbra Brands Penumbra Brands offers and supports products that improve the performance, aesthetic and lifespan of mobile devices. For more information, visit https://penumbrabrands.com Penumbra Brands and Penumbra Brands Holdings, Inc. filed their voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Lead Case No. 20-22804) on May 8, 2020. At the time of the filing, Penumbra Brands had estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. Penumbra Brands Holdings had estimated assets of less than $50,000 and liabilities of between $10 million and $50 million. Judge Joel T. Marker oversees the cases. Holland & Hart, LLP is Debtors' legal counsel. PEOPLES COMMUNITY: Aug. 27 Plan & Disclosure Hearing Set -------------------------------------------------------- On July 10, 2020, debtor The Peoples Community Institutional Missionary Baptist Church filed with the U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, a Combined Plan and Disclosure Statement. On July 14, 2020, Judge Maria L. Oxholm granted the disclosure statement preliminary approval and established the following dates and deadlines: * Aug. 14, 2020 is the deadline to return ballots on the plan, as well as to file objections to final approval of the disclosure statement and objections to confirmation of the plan. * Aug. 24, 2020 is the deadline for the debtor to file a verified summary of the ballot. * Aug. 27, 2020, 2020 at 11:00 a.m. in Room 1875, 211 W. Fort Street, Detroit, Michigan is the hearing on objections to final approval of the disclosure statement and confirmation of the plan. A copy of the order dated July 14, 2020, is available at https://tinyurl.com/yxoa3zz7 from PacerMonitor at no charge. About The Peoples Community Institutional Missionary Baptist Church The Peoples Community Institutional Missionary Baptist Church is a tax-exempt religious organization. The Peoples Community Institutional Missionary Baptist Church filed a Voluntary Petition under Chapter 11 of the United States Bankruptcy Code (Bankr. E.D. Mich. Case No. 20-43660) on MArch 12, 2020. In the petition signed by John D. Hearn, pastor, the Debtor estimated $50,000 in assets and $1 million to $10 million in liabilities. Yuliy Osipov, Esq. at OSIPOV BIGELMAN, P.C. represents the Debtor as counsel. PETASOS RESTAURANT: Seeks to Hire Steven Soumakis as Accountant --------------------------------------------------------------- Petasos Restaurant Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Steven Soumakis CPA PC as its accountant. The firm will provide these services in connection with Debtor's Chapter 11 case: a. advise Debtor with respect to their financial affairs during the pendency of the Chapter 11; b. monitor and report cash flow; c. prepare monthly operating reports; d. assist with the development of various aspects of Debtor's plan of reorganization and disclosure statement; e. act as a liaison with creditor groups; f. perform all other accounting services for Debtor that may be necessary for an effective reorganization. The firm will be paid at the rate of $550 per hour. Steven Soumakis 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: Steven Soumakis 8003 Harbor View Terrace Brooklyn, NY 11209 Telephone: (718) 680-2966 About Petasos Restaurant Corp. Petasos Restaurant Corp. operates the Emphasis Restaurant located at 6820 Fourth Ave., Brooklyn, N.Y. Petasos Restaurant sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 19-45410) on Sept. 10, 2019, listing under $1 million in both assets and liabilities. The Hon. Elizabeth S. Stong is the case judge. Debtor is represented by Morrison Tenenbaum, PLLC. PG&E CORP: In Clash With FERC on How to End Ch. 11 Exit Deal Fight ------------------------------------------------------------------ Law360 reports that the Federal Energy Regulatory Commission and Pacific Gas & Electric Co. on Wednesday, July 9, 2020, agreed that the utility's recent Chapter 11 exit moots a turf war over power contract rejection in bankruptcy, but split over whether the Ninth Circuit should toss FERC's original claim that it had jurisdiction. PG&E told the appeals court that U. S. Supreme Court precedent dictates that it should vacate all the matters in the dispute: a bankruptcy judge's June 2019 ruling that rejected FERC's claim of concurrent jurisdiction with the bankruptcy court over any wholesale power purchase agreements that the utility sought to reject, and FERC's subsequent appeal. About PG&E Corp. PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. Morrison & Foerster LLP, as special regulatory counsel. Munger Tolles & Olson LLP, as special counsel. The Office of the U.S. Trustee appointed an official committee of creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. PG&E CORPORATION: Hires Clarence Dyer as Special Counsel -------------------------------------------------------- PG&E Corporation, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of California to employ Clarence Dyer & Cohen LLP, as special counsel to the Debtors. The Debtors seek to engage Clarence Dyer as special counsel to advise and represent the Debtors regarding (1) the Ghost Ship Case; (2) the Federal Probation and Monitorship; and (3) Other Matters. As to the Ghost Ship Case, Clarence Dyer's representation of the Debtor has included, without limitation, to assist in the overall case management, development of legal strategy, conducting and responding to discovery, appearing and participating at hearings, drafting and responding to motions and briefs, working with experts and consultants, preparing the Debtors' case for trial, and participating in potential settlement efforts. As to the Federal Probation and Monitorship, to draft sections of responses to multiple orders from Judge Alsup and coordinate with co-counsel regarding sections of responses drafted by co-counsel; prepare for and participate in probation hearings; attend interviews conducted by the federal monitor and reviewing related documents; prepare and review detailed responses to requests for information from the federal monitor; conduct legal research related to various probation and monitorship issues; and counsel the company in relation to ongoing issues that impact the terms of probation, including ongoing investigations into various wildfires. As to the Other Matters, to advise and represent the Debtor in connection with potential or actual criminal investigations and prosecutions, communicating and negotiating with the California Attorney General and certain state District Attorney offices, coordinate with counsel representing the Debtor in civil and regulatory actions regarding the potential impact of those proceedings on the criminal investigations and vice-versa. Pillsbury Winthrop will be paid based upon its normal and usual hourly billing rates. Between the Petition Date and the date hereof, Clarence Dyer has been paid by the Debtor in the amount of $1,049.494.10 on account of its post-petition fees and expenses. Currently, Clarence Dyer is owed approximately $980,007.69 in fees and expenses on account of its post-petition services as an ordinary course professional for the Debtors for the period of February 1, 2020 through July 1, 2020. Clarence Dyer will also be reimbursed for reasonable out-of-pocket expenses incurred. Kate Dyer, a partner of Clarence Dyer, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Clarence Dyer can be reached at: Kate Dyer, Esq. CLARENCE DYER & COHEN LLP 899 Ellis Street San Francisco, CA 94109 Tel: (415) 749-1800 Fax: (415) 749-1694 E-mail: kdyer@clarencedyer.com About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. Morrison & Foerster LLP, as special regulatory counsel. Munger Tolles & Olson LLP, as special counsel. The Office of the U.S. Trustee appointed an official committee of creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. PG&E CORPORATION: Hires Pillsbury Winthrop as Special Counsel ------------------------------------------------------------- PG&E Corporation, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of California to employ Pillsbury Winthrop Shaw Pittman LLP, as special counsel to the Debtors. Debtors seek to engage Pillsbury Winthrop as special counsel to advise and represent the Debtors regarding (1) the Oakland Office Project; (2) the Energy Supply Advice; (3) the Nuclear Work; (4) the Environmental Advice; and (5) the Litigation Advice. As to the Oakland Office Project, Pillsbury Winthrop's representation of the Debtors includes, but is not limited to provide counseling on the Debtors' recent headquarters move from San Francisco to Oakland. With respect to the Energy Supply Advice, to represent the Debtors in the procurement process to obtain energy resources and advise the Debtor on the contractual structure related to the Red Bluff Power Plant. Regarding the Nuclear Work, to assist in strategic planning related to the decommissioning of the Diablo Canyon nuclear power plant and ensure compliance with NRC requirements. With respect to the Environmental Advice, to guide the Debtors on matters relating to federal, state, and local environmental requirements and ensure the Debtors' compliance with greenhouse gas and air quality regulations. Finally, regarding the Litigation Advice, provide legal advice concerning various contract disputes. Pillsbury Winthrop will be paid based upon its normal and usual hourly billing rates. Between the Petition Date and the date hereof, Pillsbury Winthrop has been paid by the Debtors in the amount of $902,250.99 on account of its post-petition fees and expenses. Currently, Pillsbury Winthrop is owed approximately $1,320,996.14 in fees and expenses on account of its post-petition services as an ordinary course professional for the Debtors for the months of July 2019 through June 2020. Pillsbury Winthrop will also be reimbursed for reasonable out-of-pocket expenses incurred. Jacob R. Sorensen, partner of Pillsbury Winthrop Shaw Pittman LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Pillsbury Winthrop can be reached at: Jacob R. Sorensen, Esq. PILLSBURY WINTHROP SHAW PITTMAN LLP 50 Fremont St., Suite 14 San Francisco, CA 94105 Tel: (415) 983-1893 About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. Morrison & Foerster LLP, as special regulatory counsel. Munger Tolles & Olson LLP, as special counsel. The Office of the U.S. Trustee appointed an official committee of creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. PORTERS NECK: PNL Objects to Disclosure Statement ------------------------------------------------- Porters Neck Limited, LLC ("PNL"), filed an objection to the Disclosure Statement Accompanying the Porters Neck Country Club, Inc.'s Plan of Reorganization. PNL points out that the Disclosure Statement contains myriad factual errors and erroneous legal conclusions, and PNL will not address each individually in the interest of brevity. PNL asserts that the disclosure statement should provide the average unsecured creditors information regarding what they will receive, when they will receive it, and any contingencies. PNL complains that the Disclosure Statement continues to describe a plan that no longer exists after a material change. According to PNL, the Disclosure Statement further fails to describe whether the Debtor has complied with all laws and provisions of its Bylaws applicable to sales of assets outside the ordinary course of the Debtor's business. PNL points out that the Disclosure Statement fails to disclose whether the members have voted on the Plan, whether the members have voted on any proposed sale, or whether the members have voted on the commencement of the bankruptcy proceeding. PNL asserts that the Disclosure Statement fails to provide for how the Debtor will cure both its prepetition and postpetition obligations with respect to assumed contracts and any deficiency claims. PNL complains that the Debtor provides no appraisal or any other information to support the value for the listed assets. PNL objects to the Plan and Disclosure Statement to the extent that the Debtor seeks nonconsensual third party releases, including, but not limited to Article V, Section J and Article XIII, Section B. Attorneys for Porters Neck Limited: Thomas W. Waldrep, Jr. James C. Lanik Jennifer B. Lyday WALDREP LLP 101 S. Stratford Road, Suite 210 Winston-Salem, NC 27104 Telephone: 336-717-1440 Telefax: 336-717-1340 Email: notice@waldrepllp.com About Porters Neck Country Club Porters Neck Country Club, Inc. -- https://www.portersneckcountryclub.com/ -- is a full-service country club, boasting an 18-hole, Tom Fazio-designed golf course, in Wilmington, North Carolina. The club, which promotes a family-oriented environment, also has seven state-of-the-art Har-Tru tennis courts, a swimming complex, a fitness center and dining facilities. Porters Neck Country Club sought Chapter 11 protection (Bankr. E.D.N.C. Case No. 19-04309) on Sept. 19, 2019, in Wilmington, N.C. The club was estimated to have $1 million to $10 million in assets and liabilities as of the bankruptcy filing. Judge Joseph N. Callaway oversees the cases. Hendren Redwine & Malone, PLLC serves as Porters Neck Country Club's legal counsel. On Dec. 17, 2019, two special committees were formed to represent current and former members of Porters Neck Country Club who hold equity membership certificates. Ayers & Haidt, PA represents the committee comprised of current members of the club while Stubbs & Perdue, P.A. represents the special committee of the club's former members. POTOMAC CONSTRUCTION: Unsecureds Will be Paid After all Other Claim ------------------------------------------------------------------- Potomac Construction Flats, LLC, filed a Plan and a Disclosure Statement. The Debtor believes that the Plan will allow it to efficiently liquidate its assets and make prompt distributions to creditors. Class 2 Claim (BWF Secured Claim) is impaired by the Plan. The holder of the Class 2 Claim will receive cash equal to the lesser of (i) 100 percent of its Allowed Secured Claim; or (ii) 100 percent of the net proceeds from the sale of the Property, paid pursuant to the Plan at Closing on the sale of the Property. Class 3 Claim (ACF Secured Claim) is impaired by this Plan. The holder of the Allowed Class 3 Claim shall receive cash equal to one hundred percent (100%) of the net proceeds, if any, of the sale remaining after payment of Allowed Administrative Claims, the Class 1 Claim and the Class 2 Claim up to One Hundred Percent (100%) of its Allowed Secured Claim plus interest as provided by applicable law, paid pursuant to the Plan and at Closing on the sale of the Property. Class 4 Claims (Other Secured Claims) are impaired by this Plan. Each holder of an Allowed Other Secured Claim shall receive at the option of the Debtor, either (i) Cash in an amount equal to one hundred percent (100%) of the Allowed Other Secured Claim, (ii) the net cash proceeds of the sale or disposition of the Collateral securing such Allowed Other Secured Claim to the extent of the value of the holder’s secured interest in such Collateral, remaining after payment of Allowed Administrative Claims, the Class 1 Claim, the Class 2 Claim, and the Class 3 Claim, (iii) such other distribution as necessary to satisfy the requirements of the Bankruptcy Code, including the surrender of any such Collateral; or (iv) such other treatment as the Debtor and such holder of an Other Secured Claim may agree. Class 5 General Unsecured Claims are impaired by this Plan. The holders of the Allowed Class 5 Claims shall receive pro rata distributions of (1) the BWF Contribution; and (2) all cash remaining after the payment of the Administrative, Class 1, Class 2, Class 3, and Class 4 Claims up to one hundred percent (100%) of their Allowed Claims, plus interest at the federal judgment rate in effect as of the Petition Date from the later of the Petition Date or the date that the Claim became liquidated through the date on which the Claim is paid in full, paid pursuant to the Plan. The proceeds of the Sale, the BWF Contribution and the Reorganized Debtor's cash, if any, and the Reorganized Debtor's accounts receivable will fund Distributions required under the Plan. A full-text copy of the Disclosure Statement dated July 13, 2020, is available at https://tinyurl.com/yamob5hn from PacerMonitor.com at no charge. Counsel for the Debtor: Nelson C. Cohen, Bar No. 192344 WHITEFORD, TAYLOR & PRESTON L.L.P. 111 Rockville Pike, Suite 800 Rockville, Maryland 20850 Phone: 301.804.3618 Fax: 301.804.3647 E-mail: ncohen@wtplaw.com Brent C. Strickland, Bar No. 452880 111 Rockville Pike, Suite 800 Rockville, Maryland 20850 Phone: 410.347.9402 Fax: 410.223.4302 E-mail: bstrickland@wtplaw.com About Potomac Construction Flats Potomac Construction Flats, LLC, is a limited liability company organized under the laws of the District of Columbia. It is the owner of an 11-unit condominium building located at 1412 15thStreet, NW, Washington, DC 20005. Potomac acquired the Property in December of 2017. Thereafter, it began the conversion process to convert the building to a condominium under the laws of the District of Columbia. As of the Petition Date, the Debtor had completed approximately eighty-five to ninety percent of the construction necessary to complete and sell the 11 units. During the course of construction the Debtor had repeated issues with the quality of work and mismanagement by CMX, a subcontractor on the project. The project was substantially delayed due to the issues with CMX. Ultimately CMX was terminated for cause as a result of the poor quality of their work and mismanagement. As a result, the BWF ceased funding construction costs and declared its loans to the Debtor in default. It then initiated a foreclosure against the Property which resulted in the filing by the Debtor of the Chapter 11 case. Potomac Construction Flats filed a Chapter 11 petition (Bankr. D.C. Case No. 19-00825) on Dec. 16, 2019. The Hon. Martin S. Teel, Jr., is the case judge. Nelson C. Cohen at WHITEFORD, TAYLOR & PRESTON LLP is the Debtor's counsel. The Debtor was estimated to have $1 million to $10 million in assets and liabilities. POWER BAIL: Seeks to Hire Paul Plevin as Special Counsel -------------------------------------------------------- Power Bail Bonds, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Paul, Plevin, Sullivan & Connaughton, LLP as its special counsel. The firm will represent Debtor in a case filed by a certain Sonia Tiernan-Cortez in the Superior Court for the County of Riverside (Case No. MCC1901023) on Sept. 3, 2019. The rates charged by Paul Plevin range from $275 to $400 per hour. Corrie Klekowski, Esq., a partner at Paul Plevin and the attorney who will be handling the case, charges $340 per hour. Ms. Klekowski disclosed in court filings that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Corrie J. Klekowski Paul, Plevin, Sullivan & Connaughton, LLP 101 W Broadway Ninth Floor San Diego, CA 92101 Telephone: (619) 243-1576 Email: cklekowski@paulplevin.com About Power Bail Bonds Power Bail Bonds, Inc., a company based in Temecula, Calif., filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 20-14155) on June 15, 2020. In the petition signed by Marcus Romero, chief executive officer and president, Debtor disclosed $55,112,483 in assets and $2,673,222 in liabilities. Judge Mark S. Wallace oversees the case. Debtor has tapped Reid & Hellyer, APC as its bankruptcy counsel and John R. Mayer, A Professional Law Corporation as its special counsel. PRA GROUP: Fitch Rates $300MM Senior Unsecured Notes 'BB+' ---------------------------------------------------------- Fitch Ratings has assigned a 'BB+' rating to the $300 million 7.375% senior unsecured notes issued by PRA Group, Inc. (PRA: BB+/Stable) due Sept. 1, 2025. The assignment of the final ratings follows the receipt of documents conforming to information already received. The final ratings are the same as the expected rating assigned to the senior unsecured notes on Aug. 11, 2020. KEY RATING DRIVERS IDRs and SENIOR UNSECURED DEBT The unsecured debt rating is equalized with PRA's Long-Term Issuer Default Rating, reflecting Fitch's expectation of average recovery prospects. The negative impact from the presence of significant secured funding in a priority position is offset by lower overall leverage levels. The rating also reflects that the notes rank equally with existing senior unsecured notes issued by PRA. The proceeds of the new senior unsecured notes will principally be used to partially pay down drawings made against PRA's U.S. dollar-denominated North American revolving credit facility. Therefore, Fitch does not expect the transaction to impact PRA's leverage ratios, but notes the increased financial flexibility from the issuance. Fitch's primary leverage metric for debt purchasers is gross debt-to-adjusted EBITDA (including adjustments for portfolio amortization), consistent with the business model's asset-based, cash-generation characteristics and/or significant non-balance-sheet-related earnings. Fitch calculates that PRA's debt-to-adjusted EBITDA ratio was 2.1x based on TTM 2Q20 adjusted EBITDA and the company has managed this ratio within 2.0x and 2.5x in recent years. Fitch also considers debt-to-tangible equity as a complimentary leverage metric, which was 3.6x at 2Q20 and closer to 4.0x in the recent past. Fitch views the tangible equity position favorably in the context of weaker balance sheet capitalization of peers. Fitch notes that leverage could temporarily increase if substantial portfolio acquisition opportunities materialize in 2021. However, Fitch believes PRA has adequate flexibility to manage within the benchmark range of up to 2.5x gross debt-to-adjusted EBITDA and 3.0x-5.0x gross debt-to-tangible equity. PRA's ratings reflect its performance track record over several business cycles and its leading global franchise within the debt purchasing sector, where the group benefits from its dominant market position in the U.S. and from its presence and diversification across 18 countries in Europe, the Americas and APAC. The ratings also reflect PRA's conservative leverage profile, limited near-term refinancing risk and demonstrated profitability. The ratings are constrained by PRA's monoline business model, primarily servicing charged-off debt, its largely secured funding profile and the need to access financing to grow receivables and support earnings growth, a common characteristic in the debt-purchasing sector. Additional constraints include potential regulatory scrutiny associated with consumer collections businesses and the company's reliance on internal modeling for portfolio valuations and associated metrics, such as estimated remaining collections. The Stable Outlook reflects Fitch's view that medium-term risks stemming from the coronavirus pandemic, including from any potential associated slowdown in debt collection activities and/or changes to estimated recoveries, is mitigated by the company's conservative leverage and current profitability as well as its ability to moderate portfolio purchases to offset slower collections and maintain its strong financial profile. The Stable Outlook also assumes that any changes to PRA's collection practices arising from the rules currently being promulgated by the Consumer Financial Protection Bureau will have a minimal negative impact on the business model. RATING SENSITIVITIES IDRs AND SENIOR DEBT The senior unsecured debt rating is linked to PRA's Long-Term IDR and would be expected to move in tandem. Changes to Fitch's assessment of recovery prospects for senior unsecured debt in a default (e.g. a material increase in secured debt levels) could also result in the unsecured debt rating being notched down below the IDR. Given the current economic backdrop, an upgrade is unlikely in the short term. Factors that could, individually or collectively, lead to a positive rating action/upgrade over the medium to long term: - Improvement in the funding mix to include more unsecured debt representing greater than 40% of total debt; - Leverage maintained consistently below 2.5x through the cycle on a debt/adjusted EBITDA basis and below 5.0x on a debt/tangible equity basis; - Demonstrated franchise strength and earnings resilience through the current economic cycle. Factors that could, individually or collectively, lead to a negative rating action/downgrade: - A sustained reduction in earnings generation, particularly if it leads to a weakening in key debt service ratios or other financial efficiency metrics; - A sustained increase in debt/adjusted EBITDA leverage ratio above 2.5x or debt/tangible equity above 5x, whether resulting from lack of EBITDA growth or an increase in acquisitions appetite; - A shift to a largely secured balance sheet funding model; - A weakening in asset quality, as reflected in acquired debt portfolios significantly underperforming anticipated returns or repeated material write-downs in expected recoveries; - An adverse operational event or significant disruption in business activities (for example arising from regulatory intervention in key markets adversely impacting collection activities), thereby undermining franchise strength and business model resilience. ESG CONSIDERATIONS Fitch has assigned PRA an ESG relevance score of '4' in relation to 'Customer Welfare - Fair Messaging, Privacy & Data Security', in view of the importance of fair collection practices and consumer interactions and the regulatory focus on them. Fitch has also assigned an ESG relevance score of '4' for 'Financial Transparency', in view of the significance of internal modeling to portfolio valuations and associated metrics such as estimated remaining collections. These are features of the debt purchasing sector as a whole, and not specific to PRA. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Financial Institutions and Covered Bond issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. PRESTIGE WORLDWIDE: Files for Chapter 7 Bankruptcy -------------------------------------------------- The Denver Business Journal reports that Prestige Worldwide Transportation Inc. filed for voluntary Chapter 7 bankruptcy protection June 18, 2020, in the District of Colorado. The debtor listed an address of 26076 E. Ellsworth Place, Aurora, and is represented in court by attorney Katharine Sender. Prestige Worldwide Transportation Inc. listed assets up to $342,575 and debts up to $924,471. The filing's largest creditor was listed as Grech Financial Services Inc./TCF Equipment Finance with an outstanding claim of $136,116 (each). PROGISTIC CARRIERS: Unsecured Claims Will Get 10% Dividend ---------------------------------------------------------- Progistic Carriers, LLC, filed a First Amended Combined Chapter 11 Disclosure Statement and First Amended Plan of Reorganization. The Plan provides for the implementation of a repayment plan from the income generated from the Debtor's operations. Generally, the Debtor intends to pay its creditors over various terms. The largest single creditor is secured creditor Triumph Savings Bank, SSB, with the Internal Revenue Service's unsecured claim as the next largest creditor. The third largest class of creditors is the General Unsecured Creditors. That class of unsecured creditors will receive a 10% dividend paid over 60 months without interest accruing on the unpaid portion. The secured creditors will be paid the full value of their collateral over either a 5-year term or a 7-year term with interest paid on the unpaid balance. The insider entities and owners will not receive any payments on the $743,649 owed as prepetition debt for loans and goods/services provided to the Debtor prior to the Petition Date. Class 17 general unsecured class of creditors consists of $1,877,044 owed to 20 different creditors. This class is impaired. General unsecured claims will receive a 10 percent dividend (more or less) on their allowed claims in equal monthly installments at 0% interest. Specifically, the Debtor will remit a monthly total payment of approximately $3,128, to be distributed pro rata to each of the holders of General Unsecured Claims, for a period of 60 months. Interest will not accrue on the amounts owed to this class of creditor. Payments will begin 30 days after the Effective Date and shall be due on the fourth Monday of each month, thereafter. Class 18 General Unsecured Claims by Insiders consists of $743,649 owed by Debtor to various insiders and insider-owned entities that provided (i) operating loans, and (ii) services and goods to the Debtor. The Debtor will not pay any of the $743,649 owed to the listed insider entities. Class 19 Equity Interests consist of the equity interests held in the Debtor by three (3) members as follows: (i) Benjamin Cavazos (33.33% owner/member); (ii) Eduardo Diaz Gonzalez (33.33% owner/member); and (iii) CA Asset Management, LLC (through Carlos Ancira as legal representative of Ancira USA Holding, S.A. de C. V.) (33.33% owner/member). These members will retain their interests in the Debtor. While the members will retain their interests in the Debtor, they will not receive any dividend payments or distributions on account of that interest until all senior classes are paid in full, as per provided in the Plan. The Debtor's projected average monthly income, without bankruptcy expenses, for September 2020 through February 2021 is approximately $60,311. This $60,311 is more than sufficient to cover the initial projected Plan Payments of $58,641. The Debtor earns an average monthly gross income of approximately $380,778 from the sale of dry freight transportation services. After payment of the average monthly operating expenses of $320,467, there are more than sufficient funds to cover the initial monthly projected Plan payments of $58,641 (for month 1 through month 24). A full-text copy of the First Amended Combined Chapter 11 Disclosure Statement and First Amended Plan of Reorganization dated July 8, 2020, is available at https://tinyurl.com/ydgul5lm from PacerMonitor.com at no charge. Attorney for the Debtor: Jana Smith Whitworth JS WHITWORTH LAW FIRM, PLLC P.O. Box 2831 McAllen, Texas 78504 Tel: (956) 371-1933 Fax: (956) 256-1753 E-mail: jana@jswhitworthlaw.com About Progistic Carriers Progistic Carriers is a privately held company in the general freight trucking business. Progistic Carriers filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (Bankr. S.D. Tex. Case No. 19-70327) on Aug. 16, 2019. In the petition signed by Benjamin Cavazos, member, the Debtor disclosed $3,322,681 in assets and $7,302,264 in liabilities. The case is assigned to Judge Eduardo V Rodriguez. Jana Smith Whitworth, Esq., at JS Whitworth Law Firm, PLLC, is the Debtor's counsel. PYXUS INTERNATIONAL: Files Supplement to Disclosure Statement ------------------------------------------------------------- Pyxus International, Inc., et al., filed a supplement to the Disclosure Statement explaining their Joint Prepackaged Chapter 11 Plan of Reorganization. As described in Article X.B of the Disclosure Statement, the Company may elect on or prior to the Effective Date to structure the Plan as a transaction that is or is deemed to be a disposition of some or all of the assets of the Debtors and/or their direct and indirect subsidiaries which is intended to be treated as a taxable disposition for U.S. federal income tax purposes and which may be structured, for U.S. federal income tax purposes, as a sale or other disposition of assets and/or a sale or other disposition of the stock of certain of the Debtors or their direct and indirect subsidiaries (a "Taxable Transaction"). In the event of a Taxable Transaction, the New Common Stock is expected to be stock or other equity interests in a newly-formed holding company which will be the Reorganized Pyxus, rather than stock in Pyxus, and Pyxus would expect to transfer all of its assets to subsidiaries of such Reorganized Pyxus. Effects of Taxable Transaction on Tax Attributes of Debtors. In a Taxable Transaction, the Debtors would, subject to potential limitations on deductions of capital losses, generally realize a net gain or loss upon a transfer, or deemed transfer, of all or a portion of their assets in an amount equal to the difference between (a) the aggregate amount realized by the Debtors in respect of such transferred assets (which would generally be the aggregate fair market value of the consideration received plus any liabilities assumed by the transferee, and in the case of any assets transferred to a lender in satisfaction of nonrecourse debt, such amount would be increased by the amount of any cancelled debt) and (b) the Debtors' aggregate tax basis in such assets. In addition, the Debtors are expected realize COD Income (as discussed in the Disclosure Statement). Gain, if any, would be reduced by the amount of such Debtors' available NOLs, NOL carryforwards and any other available tax attributes. Any remaining gain would be recognized by the Debtors and result in a cash tax obligation. Based upon the current projected enterprise value relative to the existing tax basis of the assets that would be transferred, the Debtors do not expect that material U.S. federal, state or local income tax liability, if any, should be incurred upon the transfer. Effects of Taxable Transaction on a Holder of Allowed Second Lien Notes Claim. If the Restructuring Transactions are structured as a Taxable Transaction, the Debtors generally do not anticipate that the entity issuing consideration under the Plan will be the same entity as the Debtor against which a Claim is asserted (or an entity that is a "party to a reorganization" with such Debtor). As a result, the Debtors do not anticipate that treatment as a "recapitalization" or other tax-free exchange will be applicable in a Taxable Transaction. In such case, the receipt of New Common Stock (including any Second Lien Notes Equity RSA Fee that is payable in New Common Stock) by the Holders of the Allowed Second Lien Notes Claim in exchange for such Allowed Second Lien Notes Claim will be treated as a taxable "exchange" under section 1001 of the Tax Code. Effects of Taxable Transaction on a Holder of Allowed First Lien Notes Claim. In the event the Debtors structure the Restructuring Transactions as a Taxable Transaction, the Debtors generally do not anticipate that the entity issuing consideration under the Plan will be the same entity as the Debtor against which a Claim is asserted (or an entity that is a "party to a reorganization" with such Debtor). Therefore, the receipt of Exit Secured Notes and First Lien Notes Cash RSA Fee by the U.S. Holder of an Allowed First Lien Notes Claim will not be treated as a "recapitalization" (regardless of whether the Allowed First Lien Notes Claim is qualified as a "security"), but instead, as a fully taxable exchange. Please refer to the Disclosure Statement under "Treatment of a Holder of Allowed First Lien Notes Claims as a Taxable Exchange" for a discussion of the U.S. federal income tax consequences of a fully taxable exchange. The U.S. Internal Revenue Service May Disagree with Debtors' Anticipated Characterization of the Restructuring Transactions. The U.S. Internal Revenue Service ("IRS") may disagree with the Debtors' anticipated characterization of the Restructuring Transactions for U.S. federal income tax purposes, in which case the tax consequences to the Debtors, Reorganized Debtors (including newly-formed holding entities), and Holders of Claims may differ materially from the tax consequences described above. If the IRS were to successfully challenge any such tax position, there may be adverse consequences to the Debtors or the Reorganized Debtors. For example, the Reorganized Debtors' tax basis in their assets may be lower than anticipated, which may adversely affect future tax liabilities and cash flows of the Reorganized Debtors (or newly-formed holding entities). A full-text copy of the Disclosure Statement dated July 13, 2020, is available at https://tinyurl.com/y98o2t8w from PacerMonitor.com at no charge. Proposed counsel to the Debtors: Pauline K. Morgan Kara Hammond Coyle Ashley E. Jacobs Tara C. Pakrouh YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 E-mail: pmorgan@ycst.com kcoyle@ycst.com ajacobs@ycst.com tpakrouh@ycst.com - and - Sandeep Qusba Michael H. Torkin Kathrine A. McLendon Nicholas E. Baker SIMPSON THACHER & BARTLETT LLP 425 Lexington Avenue New York, New York 10017 Telephone: (212) 455-2000 Facsimile: (212) 455-2502 Email: squsba@stblaw.com michael.torkin@stblaw.com kmclendon@stblaw.com nbaker@stblaw.com About Pyxus International Pyxus International Inc. -- http://www.pyxus.com/-- is a global agricultural company with 145 years of experience delivering value-added products and services to businesses, customers and consumers. Pyxus reported a net loss of $71.17 million for the year ended March 31, 2019, compared to net income of $51.91 million for the year ended March 31, 2018. As of March 31, 2019, Pyxus had $1.86 billion in total assets, $1.67 billion in total liabilities, and $192.02 million in total stockholders' equity. On June 15, 2020, Pyxus and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-11570). Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Simpson Thacher & Bartlett, LLP as general bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as Delaware bankruptcy counsel; and Lazard Freres & Co. LLC and RPA Advisors, LLC as restructuring advisors. Prime Clerk, LLC, is the claims and noticing agent and administrative advisor. QUEST PATENT: Incurs $372K Net Loss in Second Quarter ----------------------------------------------------- Quest Patent Research Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $371,786 on $1.21 million of revenues for the three months ended June 30, 2020, compared to a net loss of $500,676 on $1.01 million of revenues for the three months ended June 30, 2019. For the six months ended June 30, 2020, the Company reported a net loss of $1.05 million on $2.08 million of revenues compared to a net loss of $1.04 million on $1.38 million of revenues for the same period in 2019. As of June 30, 2020, the Company had $3.35 million in total assets, $10.26 million in total liabilities, and a total stockholders' deficit of $6.90 million. The Company has an accumulated deficit of approximately $21,023,000 and negative working capital of approximately $8,061,000 as of June 30, 2020. Because of the Company's continuing losses, its working capital deficiency, the uncertainty of future revenue, the Company's obligations to Intellectual Ventures and Intelligent Partners, as transferee of United Wireless, the Company's low stock price and the absence of a trading market in its common stock, the ability of the Company to raise funds in equity market or from lenders is severely impaired. The Company said, these conditions, together with the effects of the COVID-19 pandemic and the steps taken by the states to slow the spread of the virus and its effect on its business raise substantial doubt as to the Company's ability to continue as a going concern. Although the Company may seek to raise funds and to obtain third party funding for litigation to enforce its intellectual property rights, the availability of such funds, particularly in view of the COVID-19 pandemic, is uncertain. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/824416/000121390020022241/f10q0620_questpatent.htm About Quest Patent Quest Patent Research Corporation -- http://www.qprc.com/-- is an intellectual property asset management company. The Company's principal operations include the development, acquisition, licensing and enforcement of intellectual property rights that are either owned or controlled by the Company or one of its wholly owned subsidiaries. The Company currently owns, controls or manages eleven intellectual property portfolios, which principally consist of patent rights. Quest Patent reported a net loss attributable to the Company of $1.31 million for the year ended Dec. 31, 2019, compared to a net loss attributable to the company of $2.11 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $5.16 million in total assets, $11.01 million in total liabilities, and a total stockholders' deficit of $5.85 million. MaloneBailey, LLP, in Houston, Texas, the Company's auditor since 2013, issued a "going concern" qualification in its report dated March 27, 2020 citing 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. RAYMOND WOOTEN: Court Allows Coyote Cabling to File Late Claim -------------------------------------------------------------- Bankruptcy Judge David T. Thuma granted Coyote Cabling, LLC's motion to file a late claim in the bankruptcy case captioned In re: RAYMOND CALVIN WOOTEN and KATHY RIDDLE WOOTEN, Debtors, No. 19-11152-t11 (D.N.M.). The Court found that Coyote Cabling did not receive notice of the bankruptcy case until well after the claims bar date. Raymond Wooten was an owner, officer, and director of Wooten Construction, a successful construction company in Las Cruces, New Mexico. In 2005, he sold the company to his son Kenneth Wooten. Thereafter, Raymond Wooten remained involved in the business as an estimator, job bidder, and advisor. Coyote Cabling installs low voltage cabling for security systems, fire alarms, public address systems, and the like. Bret Off owns 90% of Coyote Cabling. Wooten Construction was one of Coyote Cabling's biggest customers. Over the years, Wooten Construction hired Coyote Cabling as a first or second-tier subcontractor on construction projects of all sizes, including large projects at schools and courthouses. The job that led to the claim at issue was a remodeling project at New Mexico State University (NMSU) in 2015. Wooten Construction was the general contractor for the job and hired Coyote Cabling to "upfit" the university's sports facilities so ESPN could broadcast games from NMSU's football stadium. Wooten Construction owes Coyote Cabling about $82,000 for its work on the NMSU remodeling job. Based on Coyote Cabling's history with Wooten Construction and Raymond Wooten's reputation, Off trusted that Wooten Construction would pay Coyote Cabling eventually and did not aggressively attempt to collect the debt. Additionally, Raymond and Kenneth Wooten both assured Off that the debt would be paid. Coyote Cabling's street address is 742 W Palms,2 Las Cruces, NM 88007. The U.S. Postal Service delivers mail directed to that address to a multi-unit mailbox about a quarter of a mile away. Coyote Cabling's office manager, Nicolette Thornbock, is responsible for retrieving the mail from the box and sorting it. For reasons unknown to Coyote Cabling, the postal service does not reliably deliver Coyote Cabling's mail directed to the W Palms street address. The unreliable mail service affected Coyote Cabling's business starting in about October 2018. Coyote Cabling introduced evidence that it did not receive mail, including customer checks, between October 2018 and October 2019. The customers included the City of Las Cruces, Las Cruces Public Schools, a construction company, a college, and Dona Ana County. The missing checks from these and other customers were never cashed by a third party or returned to the sender -- they seem, simply, to have been lost in the mail. Bret Off's attempts to fix the mail delivery problem were never met with success. He, therefore, opened a post office box for Coyote Cabling in June 2019. The Debtors filed the chapter 11 case on May 16, 2019. They listed Coyote Cabling as one of their 20 largest creditors. Coyote Cabling, with the W Palms street address, is on the official mailing matrix in this case and has been since the beginning. On May 17, 2019, the Bankruptcy Noticing Center mailed notice of the case to Coyote Cabling at its street address. Coyote Cabling did not receive the notice. Because of that, Coyote Cabling did not update its address when it opened the post office box, so all bankruptcy notices continued to be sent to Coyote Cabling's street address. On July 2, 2019, the Debtors' counsel mailed notice of the deadline to file proofs of claim (August 16, 2019) to all parties. Coyote Cabling was included in this mailing, again using the street address. Coyote Cabling did not receive the notice and did not file a proof of claim. On Dec. 2, 2019, the Debtors filed a chapter 11 reorganization plan and disclosure statement. The Court approved the disclosure statement on Jan. 13, 2020. On Jan. 16, 2020, the Debtors' counsel mailed copies of the plan, disclosure statement, ballot, and other documents to the mailing matrix. Unlike the prior mailings in the case, Coyote Cabling received the packet on Jan. 23, 2020. Mr. Off promptly called his local attorney, who referred him to bankruptcy counsel. Coyote Cabling decided not to object to plan confirmation. Instead, on Feb. 12, 2020, Coyote Cabling filed the motion to allow a late-filed claim. Bankruptcy Rule 9006(b)(1) "permits the court, under limited circumstances, to enlarge the time period for doing an act . . . even if the request for enlargement is made following expiration of the specified period of time." As the bar date ran before Coyote Cabling filed the motion, it must demonstrate "cause" and "excusable neglect" to obtain the requested relief. Whether a late filing is attributable to excusable neglect is an "equitable inquiry," requiring a court to "tak[e] account of all relevant circumstances surrounding the party's omission." The four-factor test as set forth in Pioneer Inv. Servs. Co. v. Brunswick Assocs. Ltd. P'ship, 507 U.S. 380, 388 (1993) assists the courts in this equitable inquiry. The Pioneer factors are: "the danger of prejudice to the debtor, the length of the delay and its potential impact on judicial proceedings, the reason for the delay, including whether it was within the reasonable control of the movant, and whether the movant acted in good faith." The Debtors advanced three arguments that granting the motion would cause prejudice. First, they asserted that their plan proposed to pay unsecured creditors the lesser of 100% of allowed claims or $10,500. Without the Coyote Cabling claim, the Debtors can satisfy this requirement by paying $6,000 over time. If Coyote Cabling's claim is allowed, they will have to pay $10,500 over time. Judge Thuma held that this argument must be overruled because it is based on the Coyote Cabling claim itself, rather than the lateness of the claim. Of course it would benefit the Debtors to pay $6,000 rather than $10,500, but that is not the point of the Pioneer factor. If the problem with a late-filed claim is the claim rather than the lateness, there is no Pioneer prejudice. Second, the Debtors argued that they will be prejudiced by the accrual of attorney's costs and fees of objecting to and defending against Coyote's claim. Judge Thuma stated that this goes to the claim itself, not its timeliness. Third, the Debtors argued that other unsecured creditors could be adversely affected if Coyote Cabling's claim is allowed. According to Judge Thuma, that may be true. However, the potential redistribution of money among creditors is not Pioneer prejudice. A significant due process concern overshadowed the Debtors' arguments: if the Court denied Coyote Cabling's motion, it would have a good argument that its claim against the Debtors should not be discharged. Because of that, the Court found that granting the motion serves, rather than prejudices, the Debtors' interests. On the third Pioneer factor, Judge Thuma held that the delay was caused entirely by Coyote Cabling's lack of notice. This was neither Coyote Cabling nor the Debtors' fault. If blame is to be assigned, it must be laid at the feet of the U.S. Postal Service. On the fourth factor, Judge Thuma found that like the Debtors, Coyote Cabling acted in good faith. Once it received notice of the bankruptcy case, Coyote Cabling promptly hired bankruptcy counsel and filed the motion. On balance, the Pioneer factors weigh decidedly in favor of allowing Coyote Cabling to file a proof of claim. In sum, the Court found that Coyote Cabling has demonstrated cause and excusable neglect in support of its motion for permission to file a late claim. A copy of the Court's Opinion dated July 31, 2020 is available at https://bit.ly/3hchfdI from Leagle.com. Raymond Calvin Wooten and Kathy Riddle Wooten sought Chapter 11 protection (Bankr. D.N.M. Case No. 19-11152) on May 16, 2019. The Debtors tapped William F. Davis, Esq., Nephi D. Hardman, Esq., and Andrea D. Steiling, Esq., at William F. Davis & Assoc., P.C. as counsel. REMINGTON OUTDOOR: Sets Bidding Procedures for All Assets --------------------------------------------------------- Remington Outdoor Co., Inc., and its affiliated debtors ask U.S. Bankruptcy Court for the Northern District of Alabama to authorize the bidding procedures in connection with the auction sale of substantially all assets, free and clear of all liens, claims, encumbrances, and all other interests. Prior to the commencement of the Chapter 11 Cases, the Debtors spent significant time and effort addressing their numerous balance sheet and operational challenges, including soliciting interest from potential investors and buyers. They commenced the Chapter 11 Cases with a view toward ensuring that the sale process for the sale of substantially all of their assets on a going concern basis maximizes the value to their estates, and best protects the interests of their employees, as well as secured and unsecured creditors. They believe that the Bidding Procedures for which they ask approval are designed to maximize purchasers' participation in the Sale while maintaining maximum optionality for the Debtors and their stakeholders and are both a valid exercise of their business judgment and consistent with their fiduciary obligations to their stakeholders. The Debtors, in consultation with their advisors, believe that pursuing a Sale Transaction at this time is the course of action most likely to maximize value and encourage robust bidder participation. The This approach represents a sound exercise of their business judgment, is consistent with their fiduciary obligation to maximize the recoverable value of their estates, and is in the best interest of their estates and creditors. The Debtors will continue to solicit stalking horse bids for their assets through the Bid Deadline. The salient terms of the Bidding Procedures are: a. Bid Deadline: Sept. 1, 2020 at 5:00 p.m. (CT) b. Initial Bid: The initial Overbid, if any, will provide for total consideration to the Debtors with a value that exceeds the value of the consideration under the Auction Baseline Bid by an incremental amount that is not less than the sum of (x) $500,000 plus (y) the aggregate amount of any Bid Protections, without duplication, under the Stalking Horse APA applicable to the assets that are the subject of such Overbid, if any, and each successive Overbid will exceed the then-existing Overbid by an incremental amount that is not less than the Minimum Overbid Increment. In considering the value of any Overbid, the Debtors will take into account the effect of the Bid Protections. c. Deposit: 10% of the proposed cash consideration of Bid d. Auction: The Auction will take place on Sept. 8, 2020 at 10:00 a.m. (CT) virtually via video-conferencing technology, or such other place and time as the Debtors will notify all Qualified Bidders and the Consultation Parties. e. Bid Increments: $500,000 f. Sale Hearing: Sept. 10, 2020 at 10:00 a.m. (CT) g. Sale Objection Deadline: Aug. 24, 2020 at 4:00 p.m. (CT) h. The Prepetition Secured Creditors will have the right to credit bid all or any portion of their allowed secured claims at the Auction in accordance with the applicable terms of the Prepetition Credit Document. i. Absent further order of the Court, the Stalking Horse APA will (i) limit the break-up fee in favor of the Stalking Horse Bidder in an amount of no more than 3.5% of the cash consideration; (ii) limit any reimbursement for the Stalking Horse Bidder's Expense Reimbursement to an amount not to exceed % of the cash consideration proposed to be paid at closing by the Stalking Horse Bidder under the applicable Stalking Horse APA. Within seven days after the entry of the Bidding Procedures Order or as soon as reasonably practicable thereafter, the Debtors will serve the Sale Notice upon the Sale Notice Parties. On Aug. 21, 2020, the Debtors will file with the Court, and post on the Case Website, the Notice of Assumption and Assignment. The Assumption and Assignment Objection Deadline is no later than 4:00 p.m. (CT) 14 days following the Assumption and Assignment Service Date. By the Motion, the Debtors ask the authority, but not obligation, to pay (i) the Priority Term Loan Obligations in cash from the Sale proceeds and (ii) subject to the Intercreditor Agreement, the FILO Term Loan Obligations from the Sale proceeds and, solely to the extent that the Priority Term Loan Obligations are paid in full in cash, any amounts in the Dominion Account in an amount equal to $35 million or such other amount agreed to by the Debtors and the FILO Term Loan Secured Creditors to be disclosed to the Court in advance of the Sale Hearing, it being agreed and understood that (x) any such payment will be funded first, and solely to the extent that the Priority Term Loan Obligations are paid in full in cash, from any amounts in the Dominion Account to the extent retained by the Debtors after the closing date of the Sale and (y) following entry of the Bidding Procedures Order, the Debtors will negotiate in good faith with the FILO Term Loan Secured Creditors concerning such other amount. Any further payment to the FILO Agent, for the account of the FILO Term Loan Secured Creditors, will be subject to Court order or provided under the Debtors' Chapter 11 plan. The Debtors believe that any Sale Transaction should be consummated as soon as practicable to preserve and maximize value. Accordingly, they ask that any Sale Order approving the sale of the Acquired Assets and the assumption and assignment of the Designated Contracts be effective immediately upon entry of such order and that the 14-day stay under Bankruptcy Rules 6004(h) and 6006(d) be waived. A copy of the Bidding Procedures is available at https://tinyurl.com/y3mjdacy from PacerMonitor.com free of charge. About Remington Outdoor Company Based in Madison, North Carolina, Remington Outdoor Company, Inc. -- https://www.remingtonoutdoorcompany.com/ -- manufactures and markets firearms, ammunition, and related products for commercial, military, and law enforcement customers worldwide. The company operates through two segments, Firearms and Ammunition. Remington Outdoor Company, Inc., and its affiliates filed their voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Lead Case No. 20-81688) on July 27, 2020. The petitions were signed by Ken D'Arcy, chief executive officer. At the time of filing, the Debtors estimated $100 million to $500 million in both assets and liabilities. Stephen H. Warren, Esq. and Karen Rinehart, Esq. at O'MELVENY & MYERS LLP represent the Debtors as general bankruptcy counsel. Derek F. Meek, Esq. and Hanna Lahr, Esq. at BURR & FORMAN LLP stand as the Debtors' local counsel. AKIN GUMP STRAUSS HAUER & FELD LLP is the advisor to the Restructuring Committee. M-III ADVISORY PARTNERS, LP is the Debtors' financial advisor, while DUCERA PARTNERS LLC, stands as the Debtors' investment banker. PRIME CLERK LLC is the Debtors' notice, claims & balloting agent. REVLON CONSUMER: To Seek Dismissal of UMB Bank Litigation Claim --------------------------------------------------------------- Revlon, Inc., commented on litigation recently brought against the Company by UMB Bank NA: "This is a baseless lawsuit brought by UMB - who has no standing to even sue – and directed by a group of desperate lenders seeking to enrich themselves by harming Revlon. We plan to seek dismissal of the suit and will continue to vigorously defend ourselves against these meritless accusations. Most importantly, we will continue to focus on successfully managing through the impacts of the global pandemic while executing against our strategic plan. "The lenders had plenty of time and many opportunities to attempt to legally block any of these financing transactions. They did not do so – likely because they recognized that no court would support their ploy to profiteer in a crisis. As we made very clear, these transactions were necessary for Revlon, an iconic American company and employer of 6,500 people, to continue to execute on its transformation plan. As part of this plan, we have taken aggressive steps to mitigate the effects of Covid-19, which enabled us to greatly reduce the pandemic's impact to profitability in the second quarter. We also continue to deliver against the objectives of the Revlon 2020 Restructuring Program – while focusing on stabilizing the business, growing e-commerce and building the foundation for future growth. "Now, months after the last transaction mentioned in the suit closed, these lenders are attempting to re-write history by targeting Revlon and some of the most distinguished banks and financial services companies in the country – including Citibank, N.A. and Jefferies LLC. This lawsuit is nothing more than the latest unsubstantiated and misguided action from a group that has no legal grounds to stand on." PJT Partners is acting as financial advisor to Revlon and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to the Company. About Revlon Revlon, Inc. (together with its subsidiaries) conducts its business exclusively through its direct wholly-owned operating subsidiary, Revlon Consumer Products Corporation, and its subsidiaries. The Company manufactures, markets and sells an extensive array of beauty and personal care products worldwide, including color cosmetics; fragrances; skin care; hair color, hair care and hair treatments; beauty tools; men's grooming products; anti-perspirant deodorants; and other beauty care products. Revlon Inc. and its subsidiaries reported a net loss of $157.7 million for the year ended Dec. 31, 2019, compared to a net loss of $294.2 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $3.14 billion in total assets, $1.25 billion in total current liabilities, $2.97 billion in long-term debt, $170.6 million in long-term pension and other post-retirement plan liabilities, $152.3 million in other long-term liabilities, and a total stockholders' deficiency of $1.41 billion. * * * As reported by the TCR on May 12, 2020, Moody's Investors Service affirmed Revlon's Corporate Family Rating at Caa3. The affirmation of the Caa3 CFR with a negative outlook reflects that the transaction will meaningfully increase the company's cash interest cost at a time when Revlon will continue to generate negative free cash flow. ROBERT J. MOCKOVIAK: Dixon Buying 2016 Ferrari F12 TDF for $800K ---------------------------------------------------------------- Robert J. Mockoviak and Sandra H. Mockoviak ask the U.S. Bankruptcy Court for the Southern District of Florida to authorize the private sale of their 2016 Ferrari F12 TDF to James F. Dixon or his assignees for $800,000. As the Court is well-aware, the Mockoviaks reached a settlement with Ferrari Financial Services, Inc. ("FFS"), which among other things, allowed them to use their best efforts to sell the Ferraris to third-party purchasers at the highest possible price. The Mockoviaks are happy to report that they have located a buyer to purchase the vehicle for $800,000 to a private buyer. While the amount is less than the amount of FFS' $990,000 secured claim against the vehicle, the Mockoviaks believe it is an acceptable price under all the circumstances. Further, FFS has agreed to the sale of the vehicle at that price. The Buyer asks to pay in cash and close very quickly -- in 5 days or less. The Mockoviaks have thus filed the motion on an emergency basis to try and meet the condition. Respectfully, they ask that the Court holds an emergency hearing and approve the sale. A private sale to Mr. Dixon eliminates the uncertainty of an open auction. Robert J. Mockoviak and Sandra H. Mockoviak sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 20-14372) on April 10, 2020. The Debtors tapped Luis Salazar, Esq., at Salazar Law, as counsel. ROCK CREEK: RCBCRM Buying Upper Marlboro Property for $3 Million ---------------------------------------------------------------- Rock Creek Baptist Church of the District of Columbia asks the U.S. Bankruptcy Court for the District of Maryland to authorize the sale of the unimproved real property located at 2505 Ritchie Marlboro Road, Upper Marlboro, Maryland to RCBCRM, LLC for $3 million, subject to higher and better offers. The Debtor's principal assets consist of two parcels of real property. The first parcel is located at 6707 Woodyard Road, Upper Marlboro, Maryland ("Church Property"), consisting of approximately 24 acres of land, improved by a church, school, gym and administrative buildings. The Debtor operates a Church, and leases part of the Church Property to a related entity that operates a K3 to 12 school from the Church Property. The second parcel is the Ritchie Marlboro Property. The Ritchie Marlboro Property consists of approximately 77.69 acres of land, improved by a house and/or several barns. By the Motion, the Debtor asks approval to sell the Ritchie Marlboro Property to the Buyer, an entity to be formed, or its assigns. The Debtor will initially retain a 49% interest in the Purchaser. Accordingly, the transaction described in the Motion and in the Agreement of Sale consists effectively of two components: (i) an outright sale of the Ritchie Marlboro Property to the Purchaser, which will initially be owned 51% by Chesapeake Custom Builders, LLC, or its assign, and 49% by Debtor, and (ii) through RCBCRM, the re-development, entitlement and subsequent sale of engineered lots on the Ritchie Marlboro Property, for which, in addition to the Purchase Price, the Debtor would be entitled to distributions and profits. The Ritchie Marlboro Property is encumbered by the following asserted secured claims: (i) Real Property Taxes - $9,681 (estimated); (ii) 1st Priority Lien (Coester Financing, LLC) - Disputed Secured Claim of $1,076,493; (iii) 2nd Priority Lien (Coester Financing, LLC) - $175,970; and (iv) 3rd Priority Lien (Mark Vogel) - $166,527. In addition to the foregoing Secured Claims, the Debtor has approximately $438,000 of filed and scheduled unsecured claims (including estimated under-secured claims). In addition to the foregoing, the Debtor has a relatively de minimis priority claim to the Internal Revenue Service, and two secured claims in personalty. Both prior to and after the Petition Date, the Debtor spent a considerable amount of time investigating and negotiating a joint venture with developers and builders aimed at developing the Ritchie Marlboro Property into single and/or multi-family residential units. Based on offers and/or expressions of interest received by it, the Debtor believes the current "as-is" value of the Ritchie Marlboro Property to be approximately $3 million. Re-developed and sold as engineered lots, based on conservative projections, the Debtor estimates the value of the Ritchie Marlboro Property to be in excess of $12 million. After discussions and/or negotiations with at least two builders/developers, on July 6, 2020, the Debtor entered into an Agreement of Sale with RCBCRM to sell the Ritchie Marlboro Property for $3 million. Pursuant to the Agreement of Sale and a forthcoming Operating Agreement, the initial members of the Purchaser will be Chesapeake Custom Builders, LLC, or its assigns, who will own 51% of the Purchaser, and the Debtor who will initially own a 49% interest in the Purchaser. As of the date of the Motion, the Purchaser has deposited $450,000 with Capitol Title, LLC as good faith deposit. Chesapeake Custom Builders, LLC, and its principals, are uniquely qualified to develop and entitle the Ritchie Marlboro Property. Chesapeake Builders and its affiliated companies have been headquartered in Prince George's County for more than 26 years, and have built nearly 1,000 homes and have purchased, entitled and/or developed more than 500 lots in the County. Chesapeake, its principals and its affiliates are highly regarded and experienced builders and real estate developers. Fully entitled and developed into engineered lots, the Debtor anticipates its total share of profits and distributions (inclusive of the Purchase Price) to be between approximately $5.6 million and $6.6 million. Among other things, the Agreement of Sale provides that the Ritchie Marlboro Property will be sold to the Purchaser free and clear of liens, claims and encumbrances, with the Purchase Price to be paid as follows: (i) $700,000 at closing; (ii) $100,000 at each of the first three anniversaries of the closing; and (iii) $1 million at each of the fourth and fifth anniversaries of the closing date. Notwithstanding the foregoing, the Debtor and Chesapeake believe that a sale of the Ritchie Marlboro Property can be accomplished in as early as two to three years from approval of the Agreement of Sale. The initial payment of $700,000 will be sufficient to pay all Allowed Secured Claims in full at closing on the sale of the Ritchie Marlboro Property. In addition to revenues, the Debtor intends to use the subsequent payments to service the debt to Ministry Partners Investment Co., LLC (which maintains a first priority lien on the Church Property), and to fund payments to holders of other administrative, priority and Allowed Secured and Unsecured Claims, as more fully set forth in the Debtor's Amended Chapter 11 Plan. No later than the sale of the Ritchie Marlboro Property by the Purchaser (of which the Debtor is a member), the Debtor will have sufficient funds to pay Allowed General Unsecured Claims in full, with interest. The Debtor will similarly have sufficient funds to substantially curtail the Ministry Partners Allowed Secured Claim, the remaining balance, if any (after the curtailment) to be paid from a refinance of the Church Property. The Debtor asks approval to sell the Ritchie Marlboro Property, and to enter into the Agreement of Sale with the Purchaser, whereby the Purchaser will acquire the Ritchie Marlboro Property. It also asks approval of the joint venture with the Purchaser, which is a necessary and critical component of the Sale. The Debtor asserts that the consideration to be paid under the Agreement is fair and reasonable and reflects the ultimate highest and best value for the Ritchie Marlboro Property. Any person or entity may submit a higher and/or better offer on Aug. 18, 2020. Pursuant to Bankruptcy Rules 7062, 9014, and 6004(h), the Debtor asks authority for the Sale Order to be effective immediately upon entry. A copy of the Agreement is available at https://tinyurl.com/yx9xzyf5 from PacerMonitor.com free of charge. About Rock Creek Baptist Church of the District of Columbia Rock Creek Baptist Church of the District of Columbia, based in Upper Marlboro, MD, filed a Chapter 11 petition (Bankr. D. Md. Case No. 19-16565) on May 14, 2019. In the petition signed by Jeffrey L. Mitchell, Sr., pastor, the Debtor was estimated to have $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Lori S. Simpson is the presiding judge. The Debtor hired The Weiss Law Group, LLC, and McNamee Hosea Jernigan Kim Greenan & Lynch, P.A., as bankruptcy counsel. ROCKPORT DEV'T: McHugh Buying Rolling Hills Property for $2.41M --------------------------------------------------------------- Rockport Development, Inc., asks the U.S. Bankruptcy Court for the Central District of California to authorize the sale of the real property located at and commonly known as 8 Middleridge Lane South, Rolling Hills, California, APN 7569-020-004, to Tim McHugh for $2.41 million, subject to overbid. The Debtor is a California corporation that acquires, entitles, develops, constructs, and/or "flips" high end single- and multi-family residential real estate located in Southern California. It is owned by Kevin Zhang. In addition, the Debtor owns, wholly or partially, approximately 23 affiliated single purpose entities. With respect to each Affiliate, the Debtor is either the managing member or a manager, except as manager of the Linda Flora entity pursuant to the Court's order entered on July 9, 2020. Collectively, the Debtor and its Affiliates now own (following the sale of one property and certain lenders foreclosing deeds of trust against others) 20 projects. The Debtor owns six properties, including the Property. The remaining projects are owned by the Affiliates. On July 23, 2020, the Debtor filed an application to employ Charlie Raine and Bill Ruth of ReMax Estate Prop/Keller Williams PV as the Estate's real estate agents in the case. The Agents agreed to list the Property with an initial asking price of $2.295 million. The Property has multiple liens, including, but not limited to a first deed of trust in favor of Genesis Capital in the principal amount of approximately $1.251 million (the actual amount owing is higher due to unpaid interest and fees on the underlying note), a second deed of trust in favor Degang Jiang in the amount of $100,000, and a third deed of trust in favor of Serene Investment Management, the lender that provider DIP financing. The Jiang Lien is disputed. To date, the Agents have received approximately 25 calls from interested parties and the Property has been shown 15 times. Ultimately, the efforts of the Agents resulted in an offer to purchase the Property. The Debtor has received an offer from the Buyer for $2.4 million, pursuant to their proposed Purchase and Sale Agreement and Escrow Instructions, including addendums. The Buyer provided the Debtor with proof of funds, and agreed to an initial deposit of $100,000, which is held in trust pending court approval and closing of the sale. The deposit will be refundable only if certain conditions to the sale are not satisfied or the Buyer is not the successful bidder in the event overbids are received. The Buyer's offer is the highest and best offer received by the Debtor. The Debtor proposes to distribute the sale proceeds in the amounts estimated and in the following manner: (i) Real Estate Commissions (5% of Sale Price) (120,500); (ii) Title, escrow, transfer taxes, recording charges (estimated) (48,200); (iii) Property Taxes (2018/2019) (approximate amount) (51,800); (iv) Property Taxes (2019/2020) (approximate amount) (21,700); (v) Genesis Lien (estimated) (1,346,900); (vi) Reserve for Disputed Jiang Lien (100,000); (vi) Mechanics Lien (Architect) (20,000); and (vii) Paydown on DIP Loan from Serene (200,000). The estimated Net Proceeds is $500,900. While the Debtor is prepared to accept the offer for the Property as set forth in the Motion, it is also interested in obtaining the maximum price for the Property. Accordingly, the Debtor asks that the Court authorizes it to implement an overbid procedure regarding the sale of the Property. Any Overbid must remain open until the conclusion of the auction of the Property to be held at the hearing on the Motion. Any Overbid must be for the Property "as is, where is," and "with all faults" and will not contain any financing, due diligence, or any other contingency fee, termination fee, or any similar fee or expense reimbursement. Any Overbid must be accompanied by a deposit of $100,000. If the Debtor receives a timely, conforming Overbid for the Property, the Court will conduct an auction of such property at the hearing, in which all Qualified Bidders may participate. The Auction will be governed by the following procedures: (a) All Qualified Bidders will be deemed to have consented to the core jurisdiction of the Bankruptcy Court and to have waived any right to jury trial in connection with any disputes relating to the Auction or the sale of the Property; (b) The minimum bidding increment during the Auction will be $50,000; (c) Bidding will commence at $2,580,500 ($170,500 over the Buyer's initial bid of $2,410,000); and (d) The Court will determine which of the bids is the best bid. The Successful Bidder must pay, at the closing, all amounts reflected in the Best Bid in cash and such other consideration as agreed upon. The Debtor asks authority to complete the sale free and clear of all liens, claims, and interests. The Debtor believes the foregoing overbid terms are reasonable under the circumstances of the case and will ensure that the price ultimately received for the Property will be the highest and best price. Finally, the Debtor asks the Court to waive the 14-day stay period of the Orde. A hearing on the Motion is set for Aug. 18, 2020 at 1:30 p.m. A copy of the Agreement is available at https://tinyurl.com/y69w672z from PacerMonitor.com free of charge. About Rockport Development Rockport Development, Inc., a company based in Irvine, Calif., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-11339) on May 7, 2020. On June 11, 2020, Rockport's affiliate Tiara Townhomes LLC filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-11683). Judge Scott C. Clarkson oversees the cases, which are jointly administered under Case No. 20-11339. At the time of the filing, Rockport was estimated to have $10 million to $50 million in both assets and liabilities. Tiara Townhomes LLC was estimated to have assets of between $1 million and $10 million and liabilities of the same range. The Debtors tapped Marshack Hays, LLP as legal counsel, and Michael VanderLey of Force Ten Partners, LLC as chief restructuring officer. ROYALE ENERGY: Post $501K Net Loss in Second Quarter ---------------------------------------------------- Royale Energy, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss attributable to common stock of $501,218 on $223,141 of total revenues for the three months ended June 30, 2020, compared to a net loss attributable to common stock of $649,840 on $422,128 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 stock of $304,056 on $606,955 of total revenues compared to a net loss attributable to common stock of $3.29 million on $1.39 million of total revenues for the same period during the prior year. As of June 30, 2020, the Company had $17.64 million in total assets, $15.73 million in total liabilities, $21.83 million in convertible preferred stock, and a total stockholders' deficit of $19.92 million. Royale Energy said, "The primary sources of liquidity have historically been issuances of common stock and operations. There are factors that give rise to substantial doubt about the Company's ability to meet liquidity demands, and we anticipate that our primary sources of liquidity will be from the issuance of debt and/or equity, the sale of oil and natural gas property participation interests through our normal course of business and the sale of non-strategic assets. "The Company's 2020 financial statements reflect a working capital deficiency of $4,866,333 and a net loss of $312,384 for the three months ended June 30, 2020. These factors raise substantial doubt about our ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. "Management's plans to alleviate the going concern by cost control measures that include the reduction of overhead costs and the sale of non-strategic assets. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company and whether the Company will become profitable and generate positive operating cash flow, which may be more difficult in light of the volatility created during the COVID-19 pandemic. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, attempt to extend note repayments, and reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1694617/000118518520001166/royaleinc20200630_10q.htm About Royale Energy Headquartered in El Cajon, CA, Royale Energy -- http://www.royl.com -- is an independent exploration and production company focused on the acquisition, development, and marketing of oil and natural gas. The Company has its primary operations in California's Los Angeles and Sacramento Basins. Royale Energy reported a net loss of $348,383 for the year ended Dec. 31, 2019, compared to a net loss of $23.50 million on $3.28 million of total revenues for the year ended Dec. 31, 2018. As of March 31, 2020, the Company had $19.88 million in total assets, $17.77 million in total liabilities, $21.64 million in convertible preferred stock, and a total stockholders' deficit of $19.54 million. Moss Adams LLP, in San Diego, California, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 30, 2020 citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. RTW RETAILWINDS: Gets Court OK to Begin Liquidation --------------------------------------------------- Law360 reports that a New Jersey bankruptcy judge on July 15, 2020, Wednesday, gave the parent company of New York & Co. and other apparel brands, RTW Retailwinds Inc., the green light to commence going-out-of-business sales this week after company counsel predicted an "orderly liquidation" as the retailer's Chapter 11 case proceeds. U.S. Bankruptcy Judge John K. Sherwood signed off on a consultancy agreement between RTW Retailwinds Inc. and liquidators Great American Group LLC and Tiger Capital Group LLC. The liquidators will receive a 1.75% commission on merchandise and 15% on furniture, fixtures and equipment. RTW's plan to close all of its 387 stores. About RTW Retailwinds RTW Retailwinds, Inc. [OTC PINK:RTWI], formerly known as New York & Company, Inc., is a specialty women's omni-channel retailer with a powerful multi-brand lifestyle platform providing curated fashion solutions that are versatile, on-trend, and stylish at a great value. The specialty retailer, first incorporated in 1918, has grown to now operate 378 retail and outlet locations in 32 states while also growing a substantial eCommerce business. The Company's portfolio includes branded merchandise from New York & Company, Fashion to Figure, and Happy x Nature. The Company's branded merchandise is sold exclusively at its retail locations and online at http://www.nyandcompany.com/,http://www.fashiontofigure.com/, http://www.happyxnature.com/,and through its rental subscription businesses at http://www.nyandcompanycloset.com/and http://www.fashiontofigurecloset.com/ RTW Retailwinds, Inc. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 20-18445) on July 13, 2020. The petitions were signed by Sheamus Toal, CEO, CFO and treasurer. As of July 13, 2020, the Debtors reported total assets of $405,356,610 and total liabilities of $449,962,395. The Hon. John K. Sherwood presides over the cases. Michael D. Sirota, Esq., Stuart Komrower, Esq., Ryan T. Jareck, Esq., and Matteo W. Percontino, Esq. of Cole Schotz P.C. serve as counsel to the Debtors. Berkeley Research Group, LLC has been tapped as financial advisor to the Debtors; B. Riley FBR, Inc. as investment banker; and Prime Clerk, LLC as claims and noticing agent. S&S CRAFTSMEN: Taps Morgan & Morgan as Special Counsel ------------------------------------------------------ S&S Craftsmen, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Morgan & Morgan, PA as its special counsel. Debtor needs the firm's legal assistance on matters associated with any litigation that may ensue with its landlord. Morgan & Morgan will be paid on a contingency fee basis as follows: a. The firm will receive 30 percent of the net recovery if the landlord claim settles prior to the filing of a complaint. b. If settlement of the landlord claim occurs after the filing of a complaint, the firm will receive 35 percent of gross value of the net recovery. c. After the commencement of trial, the firm will receive 40 percent of the gross value of net recovery. Damien Prosser, Esq., a partner and a trial lawyer at Morgan & Morgan, disclosed in court filings that the firm's attorneys are "disinterested persons" within the meaning of Section 101(14) of the Bankruptcy Code. Morgan & Morgan can be reached through: Damien H. Prosser, Esq. Morgan & Morgan, P.A. 20 North Orange Avenue, Suite 1600 Orlando, FL 32801 Telephone: (407) 236-5974 Email: dposser@forthepeople.com About S&S Craftsmen S&S Craftsmen, Inc., owner of a millwork shop in Tampa, Fla., sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 20-02321) on March 17, 2020. John L. Rosende, a director at S&S Craftsmen, signed the petition. At the time of the filing, Debtor was estimated to have assets of $100,000 to $500,000 and liabilities of $1 million to $10 million. Judge Caryl E. Delano oversees the case. Debtor has tapped Johnson Pope Bokor Ruppel & Burns LLP as its legal counsel. Freeman, Goldis & Cash, PA and Stichter Riedel Blain and Postler, PA serve as Debtor's special counsel. S.A.S.B. INC: Unsecureds to Get $1,300 Per Month for 5 Years ------------------------------------------------------------ Debtor S.A.S.B., Inc. filed with the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, a Disclosure Statement describing Plan of Reorganization dated July 16, 2020. The Debtor believes that the Plan of Reorganization provides the best value for the creditors’ claims and is in their best interest. The Debtor believes that the risk of non-payment of the percentage distribution to the unsecured creditors in the Chapter 11 is greatly outweighed by the more substantial risk of non-payment should this Bankruptcy be converted to a Chapter 7 Liquidation, wherein the unsecured creditors would receive a distribution of approximately 10%. Class Three (General Unsecured Claims): The General Unsecured claims include all other allowed claims of Unsecured Creditors of the Debtor, subject to any Objections that are filed and sustained by the Court. The general unsecured claims total the amount of $766,132.54, which will be paid over the five (5) year term of the Plan at the rate of $1,300.00 per month on a pro-rata basis. The payments will commence on the Effective Date of the Plan. The dividend to this class of creditors is subject to change upon the determination of objections to claims. To the extent that the Debtor is successful or unsuccessful in any or all of the proposed Objections, then the dividend and distribution to each individual creditor will be adjusted accordingly. These claims are impaired. Class Four (Equity Shareholders): There shall be no distribution to the equity holders. Steven Nelson and Andrea Nelson will not receive a distribution under the confirmed Plan. The equity shareholders shall retain their currently held equity interest. This claim is impaired. There are currently no known or existing voidable transfers that the Debtor has been a party to within the year prior to Bankruptcy. Any other payments made during the preference period were made in the ordinary course of the Debtor’s operations. The Debtor shall continue to be operated by Steven Nelson and Andrea Nelson. Steven Nelson will continue to own fifty-one percent (51%) of the Debtor and Andrea Nelson will continue to own forty-nine percent (49%) of the Debtor. Steven Nelson will remain as the President and the lead pharmacist and provide overall management. Andrea Nelson will remain the lead “back office” employee, responsible for human resources and the bookkeeping. A full-text copy of the Disclosure Statement dated July 16, 2020, is available at https://tinyurl.com/yxns6ynv from PacerMonitor at no charge. The Debtor is represented by: KELLEY, FULTON & KAPLAN, P.L. 1665 Palm Beach Lakes Blvd. The Forum - Suite 1000 West Palm Beach, Florida 33401 Telephone: (561) 491-1200 Facsimile: (561) 684-3773 Craig I. Kelley, Esquire About S.A.S.B. Inc. Based in Okeechobee, Fla., S.A.S.B., Inc., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-23357) on Oct. 4, 2019, listing under $1 million in both assets and liabilities. The case has been assigned to Judge Erik P. Kimball. Craig I. Kelley, Esq., at Kelley, Fulton & Kaplan, P.L., is the Debtor's legal counsel. SAEXPLORATION HOLDINGS: Posts $5.59-Mil. Net Loss in 2nd Quarter ---------------------------------------------------------------- SAExploration Holdings, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss attributable to the company of $5.59 million on $35.81 million of revenue from services for the three months ended June 30, 2020, compared to a net loss attributable to the company of $6.43 million on $89.54 million of revenue from services for the three months ended June 30, 2019. For the six months ended June 30, 2020, the Company reported net income attributable to the company of $3.05 million on $161.20 million of revenue from services compared to a net loss attributable to the company of $4.12 million on $182.59 million of revenue from services for the same period in 2019. As of June 30, 2020, the Company had $100.02 million in total assets, $119.12 million in total current liabilities, $9.71 million in long-term debt and finance leases, $4.43 million in other long-term liabilities, and a total stockholders' deficit of $33.24 million.her long-term liabilities, and a total stockholders' deficit of $33.24 million. Going Concern Uncertainty SAExploration stated, "Our unaudited condensed consolidated financial statements included herein have been prepared on a going concern basis in accordance with generally accepted accounting principles in the United States. The going concern basis assumes that we will continue in operation for the next 12 months and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business. Our unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. If we cannot continue as a going concern, adjustments to the carrying values and classification of our assets and liabilities and the reported amounts of income and expenses could be required and could be material. "Although we generated net income and cash from operating activities in the first six months of 2020, we have reported recurring losses from operations and have not generated cash from operating activities for the six years ended December 31, 2019, and as of June 30, 2020, we had a stockholders' deficit of $33.2 million. We anticipate negative cash flows from operating activities to begin to occur again in the second half of 2020 and continue for the foreseeable future due to, among other things, the significant uncertainty in the outlook for oil and natural gas development as a result of the significant decline in oil prices since the beginning of 2020 due to the COVID–19 coronavirus pandemic and its impact on the worldwide economy and global demand for oil. We are unable to predict when industry market conditions may improve and, through June 30, 2020, we have had two significant contracts cancelled by the operators due to the COVID–19 coronavirus pandemic and other scheduled and anticipated projects have been delayed. There is no assurance as to when they may resume, if at all. "Management, along with its legal and financial advisors, continues to explore various strategic alternatives to address our capital structure, which has included engaging in discussions with certain of our debt holders with respect to potential deleveraging or restructuring transactions that may include, but not be limited to, seeking a restructuring, amendment or refinancing of existing debt through a private restructuring or reorganization under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code"). We have attempted during this time to manage operating costs by actively pursuing cost–cutting measures to maximize liquidity consistent with current industry market expectations. However, we have been unable to negotiate an extension of the January 2021 maturity date of our senior loan facility or waivers of the events of default under our credit facility and our senior loan facility, and a cross default under the indenture governing our 6.0% Senior Secured Convertible Notes due 2023 (the "2023 Notes"). As a result of such events of default, we are unable to borrow additional amounts under our credit facility without the requisite approval of the lenders under such credit facility. "Based on the uncertainty of achieving these goals and the significance of the factors described, there is substantial doubt as to our ability to continue as a going concern for a period of 12 months after the date our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10–Q are issued. If we become unable to continue as a going concern, we may have to liquidate our assets, and potentially realize significantly less than the values at which they are carried on our unaudited condensed consolidated financial statements, and the holders of our securities could lose all or part of their investment." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1514732/000156459020040318/saex-10q_20200630.htm About SAExploration Holdings SAExploration Holdings -- http://www.saexploration.com/-- is an international oilfield services company offering a full range of vertically-integrated seismic data acquisition, data processing and interpretation, and logistical support services throughout North America, South America, Asia Pacific, Africa, and the Middle East. In addition to the acquisition of 2D, 3D, time-lapse 4D and multi-component seismic data on land, in transition zones and offshore in depths reaching 3,000 meters, SAE offers a full suite of data processing and interpretation services utilizing its proprietary, patent-protected software, and also provides in-house logistical support services, such as program design, planning and permitting, camp services and infrastructure, surveying, drilling, environmental assessment and reclamation, and community relations. SAE operates crews around the world, performing major projects for its blue-chip customer base, which includes major integrated oil companies, national oil companies and large independent oil and gas exploration companies. With its global headquarters in Houston, Texas, SAE supports its operations through a multi-national presence in the United States, United Kingdom, Canada, Peru, Colombia, Bolivia, Malaysia, and Singapore. SAExploration recorded a net loss of $22.61 million in 2019 compared to a net loss of $59.56 million in 2018. As of March 31, 2020, the Company had $136.03 million in total assets, $149.8 million in total current liabilities, $6.34 million in long-term debt and finance leases, $5.09 million in other long-term liabilities, and a total stockholders' deficit of $25.15 million. Pannell Kerr Forster of Texas, P.C., in Houston, Texas, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 13, 2020 citing that the Company has experienced recurring losses from operations and has been unable to renegotiate its expiring senior loan facility which raises substantial doubt about its ability to continue as a going concern. SAND CASTLE: South EndCondos Buying Condos for $765K ---------------------------------------------------- Sand Castle South Timeshare Owners Association, Inc., asks the U.S. Bankruptcy Court for the District of South Carolina to authorize the sale of the condominiums that were formerly in the Sand Castle South Timeshare Plan, free and clear of liens, claims, encumbrances and other interests to South EndCondos, LLC for $765,000, subject to higher or otherwise better offers on substantially similar terms. The Association is a not-for-profit corporation created in June 2007 to manage, operate and maintain the 39-unit timeshare condominium resort in the Sand Castle South building, amenities and grounds located at 2207 South Ocean Boulevard, Myrtle Beach, South Carolina. The Condominiums comprise the 9th and 11th floors of the building, with the exception of Unit 1102. The specific unit numbers of the Condominiums are unit numbers 901 through 921, 1101, and 1103 through 1121 of the Sand Castle Horizontal Property Regime. The Association has not been able to fully pay its operating expenses for several years, it accumulated and was continuing to accumulate debt, and it terminated the operation of the timeshare units at or about the time of the filing of the Chapter 11 case. There has been no authorized use of the Condominiums since the filing/ The Association's objective in the filing of Chapter 11 case was, and remains, to enable the sale of the Condominiums. The sale of the Condominiums is for four essential purposes: first, to terminate continued accrual of expenses that can never be paid; second, to terminate the obligations of owners to pay maintenance fees and/or assessments; third, to provide a source for payment, to the extent possible, of creditors; and fourth, to abate and avoid public safety and health issues regarding property that would otherwise deteriorate and possibly develop environmental issues, e.g., mold. The sale process for the Condominiums involves three major steps that have dictated the pace of progress in the case. Two of the three steps have been completed. The sale now proposed in the Sale Motion is the third step. (a) The first major step in the sale process was the termination of the Timeshare Plan. The termination of the Timeshare Plan was made effective at a Special Meeting of the timeshare owners conducted on Sept. 13, 2019, and recorded by the filing of the Termination Declaration. (b) The second major step in the sale process was the filing of the Adversary Proceeding in the Court on Dec. 16, 2019, asking an order of partition by sale. In the Adversary Proceeding, the Association named all owners (the former timeshare owners) of record as defendants, and three classes of unknown persons who might claim an interest in the Condominiums (such classes being the John Doe, Richard Roe and Steven Stoe Defendants). A guardian ad litem was appointed for the classes of unknown persons. Judgment has been entered for the Association granting it the relief sought with respect to all of the defendants. (c) The third major step in the sale process is the filing of the Sale Motion. The Sale Motion asks authorization for a sale to a specific buyer, the Stalking Horse Bidder, or to the prevailing bidder in the event of competitive bidding in compliance with the bidding procedures established by Order of the Court, free and clear of liens, claims, encumbrances and other interest. In conjunction with the Sale Motion, the Association is filing a motion to establish bidding procedures and bid protections as part of the sale process. The sale proposed in this Sale Motion is pursuant to the provisions of the Confirmed Plan. As part of the proposed sale, Fisher Auction Co. and Century 21 - The Harrelson Group, Inc. are being employed by the Association to act as the Auctioneer and the Broker in marketing the Condominiums and conducting an auction sale of them. The Auction will be subject to a minimum price that is greater in amount than the total of (1) the Stalking Horse Bid, and (2) $30,000, to account for the allowed expense reimbursement for the Stalking Horse Bidder if it is outbid. The Auction will be an online auction. It will be conducted approximately 45 days after the date of the commencement of the employment of the Auctioneer and the Broker, prior to the hearing on the Sale Motion. The Condominiums have only one lien of record against them, the tax lien of Horry County, South Carolina for unpaid ad valorem taxes due on them. The terms of the proposed sale provide that Horry County is to be paid in full from the sale proceeds, prior to payment of any other creditor or party. The sale free and clear of liens, claims, encumbrances and other interests. Finally, the Debtor asks the Court to waive the 14-day stay under Rule 6004(h) of the Federal Rules of Bankruptcy Procedure. A copy of the Agreement is available at https://tinyurl.com/y6lmbpqy from PacerMonitor.com free of charge. About Sand Castle South Timeshare Owners Association Sand Castle South Timeshare Owners Association, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.S.C. Case No. 19-02764) on May 22, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Julio E. Mendoza, Jr., Esq., at Nexsen Pruet LLC. On June 11, 2020, the Court confirmed the Debtor's Amended and Restated Plan of Liquidation. SEA OAKS: Sets Bidding Procedures for Substantially All Assets -------------------------------------------------------------- Sea Oaks Country Club, LLC, and Sea Oaks Golf Club, LLC, ask the U.S. Bankruptcy Court for the District of New Jersey to authorize the bidding procedures in connection with the sale of substantially all of their assets for $3 million, plus the Assumed Liabilities, subject to overbid. Both Debtors share common ownership. J & J Partnership, LLC owns 51% of each Debtor. Atlantic Homes, Inc. owns 49% of each Debtor. J&J is owned 100% by Joseph Mezzina. Atlantic is owned 100% by the decedent estate of Thomas V. Whelan. Golf Club owns the real property and all improvements thereon more commonly known as 99 Golfview Drive, Little Egg Harbor, Ocean County, New Jersey. The Real Property is improved with an 18-hole golf course, a clubhouse, half-way house, maintenance building, banquet hall, inn and business office. Golf Course also owns one or motor vehicles, golf-related equipment and inventory and computer equipment. Golf Club also owns a vacant parcel, which has received subdivision approval for development of 29 townhomes which is not being auctioned and is outside the scope of the Motion. It currently has no revenues or business operations. Its only source of revenue historically has been rents paid by Country Club for the use of the assets owned by Golf Club. Country Club owns a retail consumption liquor license, accounts receivable estimated at $50,000 as of the Petition Date, and a modest amount of food and liquor inventory. It occupies the Real Property from which it previously operated the golf course, restaurant, inn and dining and catering facility owned by Golf Club pursuant to a triple-net lease which obligates Country Club to pay all expenses, including insurance and maintenance. Country Club has not paid rent to Golf Club and therefore Golf Club has a claim against Country Club. On Jan. 29, 2015, Atlantic loaned Golf Club the principal amount of $9.6 million, which is evidenced by a promissory note and secured, inter alia, by a recorded first priority mortgage on the Real Property. The obligations due and owing to Atlantic under the Atlantic Note and Atlantic Mortgage are guaranteed by Country Club among others. The Debtors have, since before the Petition Date and thereafter, been actively marketing their combined assets as a package and have had discussions with several prospective purchasers. They believe that they will soon enter into an asset purchase agreement for the sale of substantially all of their assets. The APA will require approval of the Court and will be subject to higher and better offers. More than one party has expressed interest in the Debtors' assets and the Debtors believe that it is likely that there will be competing offers and that an auction will be the most efficient manner in which to administer the sale of their assets. The instant motion asks approval of the bidding procedures submitted and asks approval of same in advance of the sale and possible auction of the Debtors' assets in order to insure an orderly auction process in which all participants are informed in advance of the rules governing the auction and their participation in the auction process. Resolution of such issues regarding the bidding procedures in advance of the sale will be beneficial to the Debtors, their estates and prospective bidders. The salient terms of the Bidding Procedures are: a. Bid Deadline: Aug. 21, 2020 b. Initial Bid: $3.1 million c. Deposit: 10% of the Qualifying Bid d. Auction: In the event that the Debtors timely receive one or more Qualifying Bids, the Debtors' counsel will conduct an auction on Aug. 25, 2020 at 10:00 a.m. and will be held at the Court before the Hon. Christine M. Gravelle. Following the Auction, the Debtors will determine which bid transmitted at the Auction (be it the Baseline Bid or some subsequent bid) is the highest and best bid for the Assets and thereafter notify all Auction participants. Any dispute will be determined by the Court at the Sale Hearing. e. Bid Increments: $50,000 f. Sale Hearing: TBD The Debtors hope to have the auction conducted in open court on Aug. 25, 2020 if the Court's schedule permits and the proposed order so provides. Based upon the foregoing, the Debtors respectfully submit that the Proposed Order Approving Bidding Procedures is in the best interest of creditors and should be approved. A copy of the Bidding Procedures is available at https://tinyurl.com/yy37j8ph from PacerMonitor.com free of charge. About Sea Oaks Country Club Sea Oaks Golf Club LLC is a golf resort that offers 18 Hole semi-private golf course that is open to the public, Golf Shop, Restaurant & Grill Room. Sea Oaks Country Club LLC manages the golf course and leases the property from Sea Oaks Golf Club. Sea Oaks Country Club and Sea Oaks Golf Club sought Chapter 11 bankruptcy protection (Bankr. D.N.J. Lead Case No. 20-17229) on June 3, 2020. Sea Oaks Country Club disclosed $344,900 in assets and $12.92 million in liabilities. Sea Oaks Golf Club reported assets of about $5.3 million in a Chapter 11 filing. Joseph Mezzina, managing member of J & J Partnership, signed the petitions. Timothy P. Neumann of Broege Neumann Fischer & Shaver, LLC, serves as counsel to the Debtor. SENG JEWELERS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Seng Jewelers LLC 401 W Main Street Suite 110 Louisville, KY 40202 Business Description: Seng Jewelers is a full service, manufacturing jeweler that offers custom jewelry designs made from platinum, palladium and gold. Chapter 11 Petition Date: August 18, 2020 Court: United States Bankruptcy Court Western District of Kentucky Case No.: 20-32103 Debtor's Counsel: Neil C. Bordy, Esq. SEILLER WATERMAN LLC 22nd Floor - Meidinger Tower 462 S 4th Street Louisville, KY 40202 Tel: 502-584-7400 Email: bordy@derbycitylaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Jane Davis, member. 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/yy9eewaw SETHCO LLC: Seeks Bankruptcy Due to Pandemic, Landlord ------------------------------------------------------ Steve Rogers, writing for WTVQ, reports that Sethco LLC, doing business as Two Keys Tavern, at 333 S. Limestone in Lexington, Kentucky, since 1954, announced early July 10, 2020, it filed for chapter 11 protection with the Bankruptcy Court for the Eastern District of Kentucky. In the coronavirus pandemic era, it's likely to become more common as businesses struggle financially and fight with landlords and others. Add a popular Lexington bar, Two Keys Tavern, to the list. In a statement, owner Seth Bennett said the filing highlights the impact the Covid-19 shutdown has had on independent bars and restaurants, and the efforts owners will have to take to protect their businesses. "Our hope is that filing for bankruptcy will allow Two Keys to adapt to the new realities and resolve a long-standing dispute with our landlord," said Bennett, a local entrepreneur and owner of several popular eating and drinking establishments in Kentucky, Ohio, and Florida. "Two Keys has been operating in this location for over 66 years, and we hope that the bankruptcy filing will give us a shot at identifying a buyer who can continue to serve the Lexington and the UK community for another 66 years," Bennett continued. Bennett blames part of the business' problem on a legal dispute with the bar's landlord. That dispute went to another level recently, Bennett says, contributing to the bankruptcy decision. Bennett said he is confident that Two Keys Tavern possesses the infrastructure and a loyal following that will allow it to thrive in the post-Covid 19 marketplace, but firmly believes that "a good relationship with the landlord is imperative to the success of the location." Bennett said he has been in a two-year long court battle with Leonard Marshall LLC, the landlord. Bennett alleges Leonard Marshall LLC reneged on its commitment to honor Sethco's option to purchase the property in 2018, and the parties have been in court ever since. Marshall could not be reached Friday morning for response. After bars were allowed to reopen at 50 percent capacity June 29 after being closed three months because of the coronavirus, Bennett claims Marshall demanded payment of the back rent, which he couldn’t pay. As for the future, Bennett assured customers and staff, "Two Keys Tavern will either continue to operate in its current location, or move to a new home nearby." About Sethco LLC Sethco, LLC owns and operates Two Keys Tavern -- http://twokeystavern.com-- a bar and restaurant located in S. Limestone, in Lexington, Kentucky. Sethco filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Case No. 20-51030) on July 10, 2020. Seth M. Bennett, manager, signed the petition. At the time of the filing, Debtor had estimated assets of between $1 million and $10 million and liabilities of between $500,000 and $1 million. Judge Gregory R. Schaaf oversees the case. J. Christian A. Dennery, Esq., at Dennery PLLC, is the Debtor's legal counsel. SHARPER HEARING: Seeks to Hire Craig A. Diehl as Attorney --------------------------------------------------------- Sharper Hearing Aid Center, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ the Law Offices of Craig A. Diehl, as attorney to the Debtor. Sharper Hearing requires Craig A. Diehl to: (a) advise Debtor-in-Possession with respect to its rights, powers, duties and obligations as Debtor-in-Possession in the administration of this case and the management of its property; (b) prepare pleadings, applications and conduct examinations incidental to administration; (c) advise and represent the Debtor in connection with all applications, motions, or complaints for reclamation, adequate protection, sequestration, relief from stays, appointment of trustee or examiner, and all other similar matters; (d) develop the relationship of the status of Debtor-in- Possession to the claims of creditors in these proceedings; (e) advise and assist the Debtor-in-Possession in the formulation and presentation of a Plan pursuant to Chapter 11, Subchapter V, of the Bankruptcy Code and concerning any and all matters relating thereto; and (f) perform any and all other legal services incident and necessary herein. Craig A. Diehl will be paid at these hourly rates: Attorneys $300 Legal Assistants $170 The Debtor paid Craig A. Diehl a retainer in the amount of $3,273.50, plus the filing fee of $1,717. Craig A. Diehl will also be reimbursed for reasonable out-of-pocket expenses incurred. Paul Murphy-Ahles, a partner of the Law Offices of Craig A. Diehl, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Craig A. Diehl can be reached at: Paul Murphy-Ahles, Esq. LAW OFFICES OF CRAIG A. DIEHL 3464 Trindle Rd. Camp Hill, PA 17011 Tel: (717) 763-7613 About Sharper Hearing Aid Center Sharper Hearing Aid Center, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Pa. Case No. 1:20-bk-02363) on Aug. 5, 2020. The Debtor hired the Law Offices of Craig A. Diehl, as counsel. SHORTER BROTHERS: Hires C. Taylor Crockett as Counsel ----------------------------------------------------- Shorter Brothers, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Alabama to employ C. Taylor Crockett, P.C., as counsel to the Debtor. Shorter Brothers requires C. Taylor Crockett to: a. provide the Debtor legal advice with respect to its powers and duties as Debtor-in-Possession in the continued management of its financial affairs and property; b. prepare on behalf of the Debtor necessary schedules, lists, applications, motions, answers, orders, and reorganization papers as may become necessary; c. review all leases and other corporate papers and prepare any necessary motions to assume unexpired leases or executor contracts and assist in preparation of corporate authorizations and resolutions regarding Chapter 11 case; d. perform any and all other legal services for the Debtor as Debtor-in-possession as may be necessary to achieve confirmation of Chapter 11 Plan of Reorganization. C. Taylor Crockett will be paid $400 per hour, and a retainer in the amount of $15,000, plus $1,717 filing fee. C. Taylor Crockett will also be reimbursed for reasonable out-of-pocket expenses incurred. C. Taylor Crockett assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. C. Taylor Crockett can be reached at: C. Taylor Crockett, Esq. C. TAYLOR CROCKETT, P.C. 2067 Columbiana Road Birmingham, AL 35216 Tel: (205) 978-3550 About Shorter Brothers Shorter Brothers, Inc., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ala. Case No. 20-41061) on Aug. 5, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by C. TAYLOR CROCKETT, P.C. SILVER LAKES: Mars Hospitality Buying Helendale Property for $650K ------------------------------------------------------------------ Silver Lakes Resort Lodge Interval Owners Association asks the U.S. Bankruptcy Court for the Central District of California to authorize the sale of its principal asset, the real and personal property commonly known as the Inn at Silver Lakes, located at 14818 Clubhouse Drive, Helendale, California, and associated furniture and fixtures, to Mars Hospitality, LLC for $650,000, cash, subject to higher and better offers. The Property is a 62-unit timeshare hotel in Helendale, California. The units were initially condominiums, some, but not all of which were divided into deeded timeshare weeks recorded as a 1/51 undivided interest as a tenant in common in a specific condominium. The Debtor owns the common areas (including all of the fixtures and the furniture) for the benefit of the timeshare owners, one maintenance week for each unit, and all of the intervals that either remained unsold or were taken back by the association. The Debtor proposes to sell the Property of the estate, as well as the fractional interval interests in the condominiums owned by the timeshare holders, free and clear of such interests. The Debtor does not have the funds to obtain a current formal written appraisal to determine the value of the Property. However, as explained in the Declaration of Evan Gladstone filed with the Bidding Procedures Motion, NRC Realty Advisors of California, Inc. has substantial experience in the sale of real property, especially distressed sales, and including sales involving condominium owners and timeshare associations. NRC has been marketing the Property since 2014, and based upon comparable sales, the current state of the market, the condition of the Inn, and the qualifications of the stalking horse bidder, NRC recommended that the Debtor accept the initial offer of $650,000. Given that the sale is subject to overbids, the Debtor believes the estate will receive the highest possible price for the Property under the circumstances, and that the sale price will be fair and reasonable. The sale is all cash, "as-is" and without warranties or contingencies, for a price of $650,000 (+ 4% buyer's premium), or as increased by an overbid at the auction. The parties have executed their proposed Purchase and Sale Agreement. The sale is to be free and clear of all liens, claims and interests. Liens consist of property taxes owed to San Bernardino County and a judgment lien in favor of Silver Lakes Association. Interests consist of the interests of timeshare owners and any possessory interest any guest of the Inn might have. The sale is subject to the bidding procedures described in the Court's Bidding Procedures Order entered July 14, 2020. At least $650,000, less a commission of 6%. Other costs of sale are not known at this time. Broker NRC will get 6% commission (2% of which will be shared with the successful bidder's broker) plus a 4% premium to be paid by the buyer. The Debtor does not anticipate any tax consequences from the sale. Finally, the Debtor desires to close the sale as soon as practicable after entry of an order approving the sale. Accordingly, it asks that the Court, in the discretion provided it under Federal Rule of Bankruptcy Procedure 6004(h), waives the 14-day stay requirement. A hearing via CourtCall on the Motion is set for Aug. 18, 2020 at 2:00 p.m. The Objection Deadline is Aug. 15, 2020. The Purchaser: MARS HOSPITALITY, LLC 1108 La Sierra Drive El Dorado Hills, CA 95762 About Silver Lakes Resort Lodge Interval Owners Association Silver Lakes Resort Lodge Interval Owners Association -- https://www.innatsilverlakes.com/ -- is an association of owners of The Inn at Silver Lakes, a resort in Southern California that is affiliated with RCI and Interval International. Silver Lakes Resort Lodge Interval Owners Association sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-16352) on July 20, 2019. In the petition signed by Edgar A. Darden, V.P. and CRO, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The case is assigned to Judge Mark S. Wallace. Teresa A. Blasberg, Esq., at BLASBERG & ASSOCIATES, represents the Debtor. SONOMA PHARMACEUTICALS: Posts $993K Net Income in First Quarter --------------------------------------------------------------- Sonoma Pharmaceuticals, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing net income of $993,000 on $7.25 million of revenues for the three months ended June 30, 2020, compared to net income of $715,000 on $4.38 million of revenues for the three months ended June 30, 2019. As of June 30, 2020, the Company had $18.65 million in total assets, $7.24 million in total liabilities, and $11.41 million in total stockholders' equity. "Management believes that the Company has access to additional capital resources through possible public or private equity offerings, debt financings, corporate collaborations or other means; however, the Company cannot provide any assurance that other new financings will be available on commercially acceptable terms, if needed. If the economic climate in the U.S. deteriorates, the Company's ability to raise additional capital could be negatively impacted. If the Company is unable to secure additional capital, it may be required to take additional measures to reduce costs in order to conserve its cash in amounts sufficient to sustain operations and meet its obligations. These measures could cause significant delays in the Company's continued efforts to commercialize its products, which is critical to the realization of its business plan and the future operations of the Company. These matters raise substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1367083/000168316820002761/sonoma_10q-063020.htm About Sonoma Pharmaceuticals Sonoma Pharmaceuticals, Inc. -- http://www.sonomapharma.com/-- is a global healthcare company that develops and produces stabilized hypochlorous acid, or HOCl, products for a wide range of applications, including wound care, animal health care, eye care, oral care and dermatological conditions. The Company's products reduce infections, itch, pain, scarring and harmful inflammatory responses in a safe and effective manner. In-vitro and clinical studies of HOCl show it to have impressive antipruritic, antimicrobial, antiviral and anti-inflammatory properties. Its stabilized HOCl immediately relieves itch and pain, kills pathogens and breaks down biofilm, does not sting or irritate skin and oxygenates the cells in the area treated assisting the body in its natural healing process. The Company sells its products either directly or via partners in 53 countries worldwide. Sonoma reported a net loss of $2.95 million for the year ended March 31, 2020, compared to a net loss of $11.80 million for the year ended March 31, 2019. As of March 31, 2020, the Company had $14.56 million in total assets, $5.86 million in total liabilities, and $8.71 million in total stockholders' equity. Marcum LLP, in New York, NY, the Company's auditor since at least 2006, issued a "going concern" qualification in its report dated July 10, 2020, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SOUTHWESTERN ENERGY: Fitch Rates $350MM Unsecured Notes 'BB/RR4' ---------------------------------------------------------------- Fitch Ratings has assigned a 'BB'/'RR4' rating to Southwestern Energy Corporation's (NYSE: SWN) new $350 million senior unsecured notes. Proceeds from the note's issuance, along with $158 million of proceeds from the follow-on equity offering, will be used to refinance the 8.875% notes at Montage Resource Corporation, and for related transaction fees following close of the announced acquisition expected fourth quarter 2020. Southwestern's ratings are supported by its flexible production profile and increasing liquids mix; favorable near-term hedging program, which supports development funding; manageable midstream commitments, and extended maturity profile. These factors are offset by heightened near-term leverage and continued development outspend that extends the expected FCF inflection point towards 2021. The Negative Outlook reflects Fitch's base case forecast that near-term leverage metrics will be outside of 'BB' rating tolerances. Elevated leverage metrics are expected in 2020, but are forecast to migrate toward 3.0x on a mid-cycle basis thereafter. A stabilization of the Outlook is subject to management's ability to bring forecast leverage below 3.0x, successfully integrate the Montage Resources acquisition and ability to generate through-the-cycle FCF over the rating horizon. KEY RATING DRIVERS Credit-Conscious Acquisition: Fitch views the stock-for-stock nature of the Montage acquisition and the expected partial notes retirement through equity proceeds positively, but believes it is relatively neutral to the credit profile. The transaction increases total net acres by 70%, total production by 25% and total proved reserves, at YE 2019, by 21%. Fitch expects the transaction will add meaningful size and scale, bring G&A cost reductions per Mcfe, and should provide additional in-basin diversification while limiting operational commitments and maintaining a clear maturity runway. Forecasted 2020 FCF Outspend: Fitch's base case forecasts continued FCF outspend in 2020 before approaching FCF neutrality in 2021, assuming a base case Henry Hub price of $2.45/Mcf. Higher capex spending in 2020 is supported by proceeds from the Fayetteville divestiture in addition to the $336 million currently drawn on the company's $1.8 billion revolver. Fitch believes current strip prices are supportive of positive FCF and help to achieve management's estimate of $100 million FCF in 2021. Elevated leverage metrics are expected in 2020, but are forecast to migrate toward 3.0x on a mid-cycle basis thereafter, within Fitch's 'BB' rating sensitivities. Hedges Provide Near-Term Support: Fitch sees near-term development spending supported by hedges, but prolonged weak commodity prices could result in leverage pressure beyond 2020. As of YTD 2Q20, standalone Southwestern had settled derivative gains totaling $211 million and full-year hedge production of 85% gas, 92% oil and 57% NGL, based on 2020E production. Hedging steps down to 60% of gas, 66% of oil and 40% of NGL's in 2021 with average floor prices of approximately $2.49/Mcf, $52/bbl and $0.30/gal, respectively. Hedges in 2021 provide liquidity uplift and capacity for reinvestment to support the development plan. Development Shift on Track: Management's use of the Fayetteville proceeds to support development in Southwest Appalachian has helped develop the asset base and improved the liquids mix. The pro-forma asset base consists of approximately 786,000 net acres across the Southwest and Northeast Appalachia, with a proved reserve (22% liquids) life of approximately 15.2 years based on 1H20 production. In 2Q20, condensate and NGL production have increased 16% and 11% versus 2Q19, respectively, providing some offset to a weak natural gas price environment. Fitch believes the Southwest Appalachian acreage continues to deliver favorable operational results and believes development spending in its liquids-weighted region combined with the recovery in NGL pricing should help support netbacks. Clear Maturity Profile: Southwestern's maturity schedule remains light with no material near-term debt maturities outside of $207 million due March 2022. The company repurchased $107 million in aggregate principal of existing notes in 1H20 and recognized a $35 million gain on the extinguishment of debt. Fitch believes the maturity profile supports management's development timeline and associated production growth should help moderate near-term pricing impacts on the borrowing base. DERIVATION SUMMARY Pro-forma for the transaction, Southwestern remains one of the largest U.S. natural gas E&P companies at 2.8 Bcfe per day (Bcfe/d) in 2Q20, larger than CNX Resources' (CNX; BB/Stable) 1.3 Bcfe/d and Range Resources Corporation's (RRC; unrated) 2.3 Bcfe/d, but smaller than EQT Corporation (EQT; BB/Positive) and Antero Resources (AR; B/Rating Watch Negative) at 3.8 and 3.5 Bcfe/d, respectively, in the same period. Pro-forma mid-cycle leverage of around 3.0x in 2022 ranks similar to 'BB-rated' peers EQT (3.2x) and CNX (2.7x) in 1Q20. Fitch-calculated unhedged cash netback margin of 23% is slightly below EQT and CNX at 26% and 31%, respectively, but stronger than AR and RRC at -9% and 4% for the same period. Southwestern's three-year rolling hedge policy covers 85% of 2020 gas production and roughly 60% of 2021 forecast gas production. This is less robust than CNX's and AR's swap-heavy policy with 87% and 63% of gas production hedged in 2021, respectively, but stronger than EQT (20%) and RRC (16%). Fitch believes current strip prices are supportive of positive FCF and help to achieve management's estimate of $100 million FCF in 2021. KEY ASSUMPTIONS -- Base Case WTI oil price of $32/bbl in 2020, $42/bbl in 2021, $50/bbl in 2022 and $52/bbl in 2023 and the long term; -- Henry Hub natural gas prices of $1.85/thousand cubic feet (mcf) in 2020, and $2.45/mcf across the rest of the forecast; -- Montage acquisition successfully closes at year-end 2020. -- Production of 2.3 Bcfe/d in 2020 with 2021 production benefiting from the Montage acquisition, followed by modest organic growth thereafter; -- Capex close to $800 million in 2020, $825 million in 2021, pro-forma the acquisition, followed by growth-linked spending thereafter. -- No material M&A or shareholder activity outside of Montage-related transactions. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Operational execution of Southwest Appalachia development plan; -- Mid-cycle debt/EBITDA below 2.5x or FFO-Adjusted Leverage below 2.75x on a sustained basis; -- Demonstrated commitment to stated financial policy; Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Mid-cycle debt/EBITDA above 3.0x or FFO-Adjusted Leverage above 3.25x on a sustained basis; -- Operational and financial plan that fails to execute on Southwest Appalachia development and support FCF neutrality; -- Weakening in differential trends and the unit cost profile. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Southwestern's liquidity consists of $10 million of cash on hand and $336 million outstanding under the $1.8 billion secured credit facility at 2Q20 (approximately $1.3 billion available given $209 million in letters of credit). The borrowing base and elected commitments were re-determined to $1.8 billion in April 2020 and Fitch expects the company's recent production growth will offset pricing impacts on the borrowing base redetermination in October. Financial covenants under the credit facility include a minimum current ratio (including unused commitments under the credit agreement) of 1.0x and a maximum total net leverage ratio of no greater than 4.00x after June 30, 2020. As of June 30th, 2020, Southwestern was in compliance with all of its covenants. Fitch believes the company has sufficient covenant headroom, but realizes that the leverage profile could be pressured in a prolonged weak commodity price environment. The company is able to fund the $207 maturity in 2022 with revolver borrowings at maturity. 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. SOUTHWESTERN ENERGY: Moody's Rates New Unsecured Notes 'Ba3' ------------------------------------------------------------ Moody's Investors Service assigned a Ba3 rating to Southwestern Energy Company's proposed senior unsecured notes. Southwestern's other ratings and outlook remain unchanged. Southwestern's unsecured debt issuance will be used to refinance the remaining 8.875% notes at Montage Resources Corporation (Montage, B2 under review upgrade) at the close of its acquisition of Montage. The acquisition, which is subject to Montage's shareholder approval and regulatory reviews, is expected to close in the fourth quarter 2020. Assignments: Issuer: Southwestern Energy Company Senior Unsecured Notes, Assigned Ba3 (LGD4) RATINGS RATIONALE The proposed and existing senior unsecured notes are rated Ba3, as a result of the secured nature and priority claim of the ABL revolver with $1.8 billion borrowing base. Due to the size of the claim of the secured debt, the senior notes are rated one notch beneath the Ba2 Corporate Family Rating. Southwestern's Ba2 CFR reflects its sizeable production and reserves base and low finding and development costs that are among the best in the industry. Southwestern has a supportive hedge position in 2020 and 2021 for its hydrocarbon streams -- natural gas, condensate, and other natural gas liquids. The company will continue to have supportive cash flow and capital efficiency metrics, as well as strong production and reserve-based leverage metrics due to meaningful reduction in absolute debt since 2016. However, Southwestern is challenged by its natural gas weighted production profile (over 75% of expected 2020 production) and high reserves concentration. Southwestern is exposed to prolonged weakness in natural gas prices, which are likely to remain range-bound over the next several years and compounded by the negative basis differentials the company faces in its Appalachian focused production. The acquisition of Montage is favorable for Southwestern because it adds to the company's Appalachian acreage in both Marcellus super rich gas and Utica dry gas windows and will marginally improve its leverage profile post-acquisition given Montage's low financial leverage and the incremental equity offering by Southwestern. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could consider an upgrade if the company sustains retained cash flow to debt over 35% and the leveraged full-cycle ratio approaches 2x in a meaningfully improved commodity price environment. The Ba2 CFR could be downgraded if the retained cash flow to debt ratio drops below 20% or if LFCR falls below 1x for a sustained period. Southwestern Energy Company is a US independent exploration and production company headquartered in Houston, Texas. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. SPRINGFIELD HOSPITAL: SBA Appeals Go Straight to 2nd Cir. --------------------------------------------------------- In the cases captioned In re: Springfield Hospital, Inc., Plaintiff, v. Jovita Carranza, in her capacity as Administrator for the U.S. Small Business Administration, Defendant. In re: Springfield Medical Care Systems, Inc., Plaintiff, v. Jovita Carranza, in her capacity as Administrator for the U.S. Small Business Administration, Defendant. Adversary Proceeding Nos. 20-01003, 20-01004 (Bankr. D. Vt.), Bankruptcy Judge Colleen A. Brown granted the Plaintiff's request to certify the appeals the Defendant has filed with the United States District Court for the District of Vermont to instead be heard, in the first instance, by the Second Circuit Court of Appeal. On the afternoon of July 27, 2020, Springfield Hospital, Inc. and Springfield Medical Care Systems, Inc. filed a joint request, pursuant to 28 U.S.C. section 158(d)(2)(A), asking the Court to certify its memorandum of decision and order and the Defendant's appeal of that Decision, for direct appeal to the United States Court of Appeals for the Second Circuit. The Decision granted summary judgment and a permanent injunction to the Plaintiffs on the section 525 claims they had raised. The Plaintiffs argue the Decision is appropriate for direct appeal because it establishes all three statutory eligibility requirements. First, it involves both (a) a question of law as to which there is no controlling Second Circuit decision and (b) a matter of public importance. Second, the issues raised in the Decision are the subject of conflicting decisions within the Second Circuit. Third, a direct appeal would materially advance the progress of the instant litigation. On July 29, 2020, Jovita Carranza, in her capacity as the Administrator for the U.S. Small Business Administration, filed a response in opposition to the Plaintiffs' Request in which she argues the Plaintiffs have failed to demonstrate the Decision meets the statutory criteria for direct appeal. Section 1233 of the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 (BAPCPA) amended 28 U.S.C. section 158(d) to permit direct appeal of a bankruptcy court order or judgment to the appropriate court of appeals "if the bankruptcy court certifies that either '(i) the judgment, order, or decree involves a question of law as to which there is no controlling decision . . . or involves a matter of public importance; (ii) the judgment, order, or decree involves a question of law requiring resolution of conflicting decisions; or (iii) an immediate appeal from the judgment, order, or decree may materially advance the progress of the case.'" According to the Court, "this certification standard is not discretionary" and a bankruptcy court should certify the appeal if it concludes that any one of the listed criteria is met. The first element of 28 U.S.C. section 158(d)(2)(A) is written in the disjunctive, conferring jurisdiction for direct appeal if clause (i), (ii) or (iii) is met; if any of those clauses is established, as to any question of law involved in the underlying judgment, order or decree, the Bankruptcy Court must certify the appeal of its Decision for direct appeal, pursuant to 28 U.S.C. section 158(d)(2)(B). Therefore, the Court must first determine whether any of the questions raised by this appeal satisfy at least one of these three criteria and, if so, certify its Decision for direct appeal. The Defendant identifies the five issues presented on appeal as follows: 1. Whether the bankruptcy court lacked subject matter jurisdiction over Plaintiff's claims against the SBA under 28 U.S.C. section 1334(b). 2. Whether the bankruptcy erred in finding that sovereign immunity was waived to permit the bankruptcy court to enjoin the SBA. 3. Whether the bankruptcy court erred in finding that the SBA violated section 525 of the Bankruptcy Code by denying loan guarantees under the Payment Protection Program (PPP) to debtors in bankruptcy. 4. Whether the bankruptcy court erred in concluding that the Plaintiff had demonstrated irreparable harm. 5. Whether the bankruptcy court erred in finding the Plaintiff met its burden of proof with respect to its request for a permanent injunction. The Plaintiffs asserted that the issues on appeal raise questions that satisfy the direct appeal criteria, especially those questions which arise from the Defendant's claim of sovereign immunity and the Bankruptcy Court's interpretation of the Bankruptcy Code's anti-discrimination provision, 11 U.S.C. section 525. In her Response, the Defendant asserted certification should be denied primarily because the "Second Circuit would benefit from a district court decision based upon additional briefing by the parties in its consideration of the question of whether SBA's rule excluding debtors from [the PPP] loans based on the risk of unauthorized use of funds or non-repayment violates 11 U.S.C. section 525(a)," and challenges the Plaintiffs' position on each of the elements they must establish for certification of a direct appeal. Federal Bankruptcy Rule 8006 establishes the procedure for certification of a direct appeal under 28 U.S.C. section 158(d)(2). Critical among the procedural requirements is when the request for certification must be filed. The Rule instructs it "must be filed with the clerk of the court where the matter is pending within 60 days after the entry of the judgment, order, or decree." The Court issued its Decision on June 22, 2020, and the Plaintiffs filed the Request 35 days later, on July 27, 2020. Since the Request was filed fewer than 60 days after issuance of the subject Decision, it was timely under Rule 8006(f)(1). The other pertinent procedural mandate concerns where the request for certification must be filed. The Rule requires it must be filed in the court "where the matter is pending" and specifies that "a matter remains pending in the bankruptcy court for 30 days after . . . the first notice of appeal from the judgment, order, or decree for which direct review is sought." Since the Defendant filed the notice of appeal on July 6, 2020, this proceeding remains pending in the Bankruptcy Court for 30 days after that date, or August 5, 2020, and therefore the Request has been filed in the proper court. Consequently, the Bankruptcy Court found the Request satisfies the procedural prerequisites of Rule 8006 and 28 U.S.C. section 158(d)(2). The Court also found that the Plaintiff satisfied the certification criteria of 28 U.S.C. section 158 (D)(2)(A)(i) and (ii). The Bankruptcy Court held that the Plaintiffs have established the required criteria for certification. The Court found its Decision involves (a) a question of law as to which there is no controlling decision of the United States Court of Appeals for the Second Circuit or the Supreme Court of the United States and (b) a matter of public importance, and therefore it satisfies both of the alternative eligibility criteria set forth in 28 U.S.C. section 158(d)(2)(A)(i). The Court also found the Decision involves a question of law requiring resolution of conflicting decisions within the Second Circuit, and thus it satisfies the criterion set forth in 28 U.S.C. section 158(d)(A)(ii). Since the Plaintiffs needed to establish only one of the criteria, certification is both proper and required by 28 U.S.C. section 158(d)(2)(B). These matters now proceed to the Second Circuit for it to determine if it will authorize a direct appeal. A copy of the Bankruptcy Court's Memorandum Decision dated July 31, 2020 is available at https://bit.ly/2Eb3EF1 from Leagle.com. Andrew Helman, Esq. , Murray, Plumb & Murray, Portland, ME, For Springfield Hospital. D. Sam Anderson & Adam R. Prescott, Esq. , Bernstein, Shur, Sawyer & Nelson, P.A., Portland, ME, For Springfield Medical Care Systems. Michael Tye, Esq. , U.S. Department of Justice, Washington, DC For the Defendant. Melissa A. D. Ranaldo, Esq. , U.S. Attorney's Office - Vermont, Burlington, Vermont, For the Defendant. About Springfield Hospital Springfield Hospital, Inc. is a not-for-profit, critical access hospital located in Springfield, Vermont. As part of Springfield Medical Care Systems' integrated system of care, including a network of ten federally qualified community health center sites, Springfield Hospital serves communities in southeastern Vermont and southwestern New Hampshire. Springfield Hospital, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Vermont Case No. 19-10283) on June 26, 2019. At the time of the filing, Debtor had estimated $10 million to $50 million in assets and liabilities. The Hon. Colleen A. Brown oversees the case. Murray, Plumb & Murray is the Debtor's bankruptcy counsel STEVEN BOYUM: Proposes Auction of Personal Property --------------------------------------------------- Steven A. Boyum and Tracy Boyum filed with the U.S. Bankruptcy Court for the District of Minnesota a notice of their proposed auction sale of personal property described as follows: John Deere 8 Row Cultivator, John Deere 4430 Tractor, John Deere 4020 Tractor, Wilrich 957 ripper, Summer Rock Picker, John Deere Air Compressor, Gold Digger Pro Pull Type Tiller, 2006 Challenger MT865B Tractor, Auger 10x71 Sudenga Swinghopper, Auger 10x35 Westfield Swinghopper, John Deere 2210 55' Field Cultivator, Feterl 110x13 with Swing, opper Sunengo 71x10 with Swing Hopper, Yettor 20' Rotary Hoe, 10 ton SS Fert Blonder with Conveyor, Liquid Storage Tanks 8 with Pumps, Sprayer Transport System, Kinze 2600 31 Row Planter, and John Deere 2014 Seed Tender. The Debtors ask relief because an auction sale will result in the most favorable recovery for the estate. It is desired to sell the personal property as at the August sale in order to provide such sale will likely generate the greatest activity and best prices for the secured creditors of the estate. The Debtors are the current record owners or co-owners of the Assets and the Assets are property of the bankruptcy estate. They propose to sell the Assets free and clear of all liens, claims and encumbrances. The Debtors believe the Personal Property may be subject to various security interests, including a blanket security interest asserted by United Prairie Bank. They ask authority to sell the personal property free and clear of all such security interests. The liens of the holders of such security interests will continue in the proceeds of such sale. The proceeds of the liquidation of the Assets will be distributed, after the payment of the costs and expenses of sale, to the holders of secured claims against such Assets, if any, in accord with applicable non-bankruptcy law, with the balance retained by the Debtors for the benefit of unsecured creditors. The property items to be sold, are fully secured and the money will be paid to United Prairie Bank. The Debtors ask the Court to waive the 14-day stay of the Order otherwise required under Fed. R. Bankr. P. 6004(h) to make the Order effective immediately. A hearing on the Motion is set for Aug. 6, 2020 at 11:00 a.m. Objections, if any, must be filed not later than five days before the time set for the hearing. Steven A. Boyum and Tracy Boyum sought Chapter 11 protection (Bankr. D. Minn. Case No. 18-32309) on July 23, 2018. The Debtor tapped David C. McLaughlin, Esq., at Fluegel Anderson McLaughlin & Brutlag, as counsel. SUR LA TABLE: Closes 2 Georgia Locations ---------------------------------------- What Now Atlanta reports that Sur La Table closes permanently its North Point Mall and Phipps Plaza locations in Georgia. Citing COVID-19, the kitchenware retailer is completely exiting Georgia, closing half of its stores nationwide. Sur La Table is closing nearly half of its stores as part of a bankruptcy filing including its only two Georgia locations in Phipps Plaza, at 3500 Peachtree Road, Suite 1035, and in North Point Mall, at 1082 North Point Circle. Sur La Table will shutter both locations "in August or September," according to the website for the kitchenware retailer. The Seattle-based company since 1972 on Wednesday filed for Chapter 11 bankruptcy protection and said it would close 51 of its 121 stores. "This sale process will result in a revitalized Sur La Table, positioned to thrive in a post-COVID-19 retail environment," Jason Goldberger, CEO of Sur La Table, said in a press release announcing the bankruptcy. "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 4, 2020, Sur La Table had reopened all 121 of its stores across the country in accordance with C.D.C., federal, state, and local guidelines. Sur La Table joins a growing list of national retailers that have filed bankruptcy citing financial woes brought on by the novel coronavirus. 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. SUR LA TABLE: Plans to Close 56 of 121 Stores --------------------------------------------- Shopping Center Business reports on the plan of Sur La Table to close 56 stores after it filed bankruptcy protection. Privately held kitchenware retailer Sur La Table has filed for Chapter 11 bankruptcy protection. The Seattle-based company is set to close 56 of its 121 stores, according to reports by The New York Times, making it the latest retailer to struggle under strain caused by the COVID-19 pandemic. Following store closures and bankruptcy proceedings, Sur La Table has entered into a stalking horse agreement — or an initial bid on the assets of a bankrupt company — to affiliates of New York City-based Fortress Investment Group. The private equity firm is working with Los Angeles-based STORY3 Capital Partners, a private equity and debt investor that has previously invested in retailers such as Hot Topic, Nordstrom, Oakley, True Religion and West Marine. Jason Goldberger, CEO of Sur La Table, says the company will focus on its successful stores, online platform and in-person cooking classes post-sale. "This sale process will result in a revitalized Sur La Table, positioned to thrive in a post-COVID-19 retail environment," says Goldberger. "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." Of the 56 locations being closed, 51 are having liquidations sales and will permanently close in the next eight to 12 weeks, The New York Times reports. As of July 4, all 121 Sur La Table stores had reopened in accordance with Centers for Disease Control and Prevention (CDC), federal, state and local guidelines. Sur La Table opened the doors to its first retail location in Seattle's historic Pike Place Market in the early 1970s. The company's stores offer a mix of cookware, cutlery, kitchen electrics and bakeware alongside in-store cooking classes. 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. SUR LA TABLE: Plans to Close All Locations in Hudson Valley ----------------------------------------------------------- Hudson Valley Post reports that cookware store Sur La Table will close all its stores in Hudson Valley, which are in Westchester County, New York. Food & Wine announced that Sur La Table has officially filed for Chapter 11 Bankruptcy. will be closing over 50 locations nationwide. Currently, there are 121 remaining locations in the U.S. Of the 50 stores that will be closing, five are in New York State and three are in the lower Hudson Valley. Only one New York location will remain open, which is in New York City. According to Food & Wine, all closing stores will have liquidation sales that will last 8 to 12 weeks. Gift Cards will be accepted at closing locations through August 7. Returns will also be accepted on purchases made prior to July 6 until August 7. Sadly, cooking classes will no longer be accepted in closing locations. The three Hudson Valley locations that will close are all in Westchester County. The Westchester Mall has already closed. The location at the Shops at Nanuet and Ridge Hill are set to close by August or September, according to their website. 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. SUSTAINABLE RESTAURANT: Unsecureds to Get Pro Rata Distribution --------------------------------------------------------------- Sustainable Restaurant Holdings, Inc., et al., submitted a First Amended Joint Chapter 11 Plan. The net proceeds received by the Debtors upon either an Asset Sale Restructuring or an Equitization Restructuring are to be used to make payments, to the extent of available Cash, to holders of Allowed Claims in the order of priority under section 507 of the Bankruptcy Code, including DIP Claims, Allowed Administrative Claims including Professional Fee Claims), Allowed Priority Tax Claims and Allowed Claims in Class 1, Class 2, and Pro Rata Distributions to holders of Allowed General Unsecured Claims in Class 3. Class 3 General Unsecured Claims. This class is impaired with estimated amount of claims of $6,200,000. Each Holder of an Allowed General Unsecured Claims shall receive its pro rata share of the GUC Distribution Amount. Class 6 Interests in SRHI are impaired. Each Allowed Interest in SRHI shall be canceled, released, and extinguished, and will be of no further force or effect and no Holder of Interests in SRHI shall be entitled to any recovery or distribution under the Plan on account of such Interests. The Reorganized Debtors will fund distributions under the Plan with cash on hand on the Effective Date and the revenues and proceeds of all assets of the Debtors, including proceeds from all causes of action not settled, released, discharged, enjoined, or exculpated under the Plan or otherwise on or prior to the Effective Date, and the New SRHI Interests. A full-text copy of the First Amended Joint Chapter 11 Plan dated July 13, 2020, is available at https://tinyurl.com/ya7cgmrz from PacerMonitor.com at no charge. Attorneys for the Debtors: Domenic E. Pacitti Michael W. Yurkewicz Sally E. Veghte KLEHR HARRISON HARVEY BRANZBURG LLP 919 N. Market Street, Suite 1000 Wilmington, DE 19801 Telephone: (302) 426-1189 Facsimile: (302) 426-9193 - and - Morton R. Branzburg KLEHR HARRISON HARVEY BRANZBURG LLP 1835 Market Street, 14th Floor Philadelphia, PA 19103 Telephone: (215) 569-2700 Facsimile: (215) 568-6603 About Sustainable Restaurant Sustainable Restaurant Holdings was founded in 2008 together with the launch of Bamboo Sushi, regarded as the world's first sustainable sushi chain. In 2016, it added quick-service poke chain QuickFish. And in 2019, the company expanded in California by opening the San Ramon location. It also has big plans of building two more Bay Area restaurants, that include a waterfront Bamboo Sushi on San Francisco's Embarcadero. Sustainable Restaurant Holdings, Inc. and its debtor affiliates -- https://sustainablerestaurantgroup.com/ --currently maintain 10 restaurants located in Oregon, Washington, Arizona, California, and Colorado and operates under the "Bamboo Sushi" and "Quickfish" brand names. On May 12, 2020, Sustainable Restaurant Holdings and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11087). Sustainable Restaurant was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities as of the bankruptcy filing. The Debtors tapped KLEHR HARRISON HARVEY BRANZBURG LLP as legal counsel; SSG ADVISORS, LLC, as investment banker; and GETZLER HENRICH & ASSOCIATES LLC as restructuring advisor. OMNI AGENT SOLUTIONS is the claims agent. TAKATA CORP: Oyson vs ACTSI Not Suited for Mediation, Court Says ---------------------------------------------------------------- Magistrate Judge Mary Pat Thynge recommended that the case captioned OYSON SAFETY SYSTEMS ACQUISITION LLC, Appellant, v. AUTOMOTIVE COALITION FOR TRAFFIC SAFETY, INC., Appellee, Case No. 17-11375 (BLS), Adv. Proc. No. 18 (D. Del.) be withdrawn from the mandatory referral for mediation and proceed through the appellate process of the District Court. According to Judge Thynge, as a result of a screening process, the issues involved in the case are not amenable to mediation and mediation at this stage would not be a productive exercise, a worthwhile use of judicial resources, nor warrant the expense of the process. The parties previously conducted mediation in November 2018 before the Honorable James Holderman, former Chief Judge of the U.S. District Court for the Northern District of Illinois. Mediation was unsuccessful. The parties do not agree regarding whether the matter should be removed from mandatory mediation or the productiveness of the first mediation. An issue involved is an ownership question of patents, which was also part of the first mediation. The ownership question is the central issue in this matter, rather than monetary recuperation. A copy of the Court's Recommendation dated July 30, 2020 is available at https://bit.ly/3iRBZbp from Leagle.com. About Takata Corp. Japan-based Takata Corporation (TYO:7312) -- http://www.takata.com/en/-- developed, manufactured and sold safety products for automobiles, including seatbelts, airbags, steering wheels, child seats and trim parts. Takata Corp. filed for bankruptcy protection in Tokyo and the U.S., amid recall costs and lawsuits over its defective airbags. Takata and its Japanese subsidiaries commenced proceedings under the Civil Rehabilitation Act in Japan in the Tokyo District Court on June 25, 2017. Takata's main U.S. subsidiary TK Holdings Inc. and 11 of its U.S. and Mexican affiliates each filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-11375) on June 25, 2017. Together with the bankruptcy filings, Takata announced it has reached a deal to sell all its global assets and operations to Key Safety Systems (KSS) for US$1.588 billion. Nagashima Ohno & Tsunematsu served as Takata's counsel in the Japanese proceedings. Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A., served as counsel in the U.S. cases. PricewaterhouseCoopers served as financial advisor, Lazard as investment banker to Takata, Ernst & Young LLP as tax advisor, Prime Clerk as claims and noticing agent, and Meunier Carlin & Curfman LLC, as special intellectual property counsel. On June 28, 2017, TK Holdings, as the foreign representative of the Chapter 11 Debtors, obtained an order of the Ontario Superior Court of Justice (Commercial List) granting, among other things, a stay of proceedings against the Chapter 11 Debtors pursuant to Part IV of the Companies' Creditors Arrangement Act. The Canadian Court appointed FTI Consulting Canada Inc. as information officer. TK Holdings, as the foreign representative, is represented by McCarthy Tetrault LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Trade Creditors and a separate Official Committee of Tort Claimants. The Official Committee of Unsecured Creditors selected Whiteford, Taylor & Preston LLC, and Milbank Tweed Hadley & McCloy LLP as its bankruptcy counsel. The Committee has also tapped Chuo Sogo Law Office PC as Japan counsel. The Official Committee of Tort Claimants selected Pachulski Stang Ziehl & Jones LLP as counsel. Gilbert LLP was retained to evaluate insurance policies. Sakura Kyodo Law Offices served as special counsel. Roger Frankel, the legal representative for future personal injury claimants of TK Holdings Inc., et al., tapped Frankel Wyron LLP and Ashby & Geddes PA to serve as co-counsel. Takata Corporation ("TKJP") and affiliates Takata Kyushu Corporation and Takata Services Corporation commenced Chapter 15 cases (Bankr. D. Del. Case Nos. 17-11713 to 17-11715) on Aug. 9, 2017, to seek U.S. recognition of the civil rehabilitation proceedings in Japan. The Hon. Brendan Linehan Shannon oversees the Chapter 15 cases. Young, Conaway, Stargatt & Taylor, LLP, served as Takata's counsel in the Chapter 15 cases. * * * In February 2018, the U.S. Bankruptcy Court confirmed the Fifth Amended Chapter 11 Plan of Reorganization filed by TK Holdings, Inc. ("TKH"), Takata's main U.S. subsidiary, and certain of TKH's subsidiaries and affiliates. Key Safety Systems acquired substantially all of Takata Corporation's global assets and operations for about $1.6 billion. Following completion of the deal, the Company was renamed to Joyson Safety Systems. Skadden, Arps, Slate, Meagher & Flom LLP represented Key Safety Systems as legal counsel, KPMG as financial advisor, and Jefferies LLC as lead financial advisor. UBS Investment Bank also provided financial advice to KSS. TAMPA BAY MARINE: Jaeger Buying 2016 Ford F350 Truck for $25K ------------------------------------------------------------- Tampa Bay Marine Towing & Service, Inc., asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of its 2016 Ford F350 truck, VIN 1FT8W3DT9GEB92037, to Erich Jaeger for $25,000. Prior to filing its bankruptcy petition, the Debtor borrowed funds from Ford Motor Credit Co., LLC. ("FMCC") to purchase the Truck. FMCC has purchase money security interest in the Truck. The Debtor knows of no other perfected interest in the Truck. FMCC filed proof of claim No. 1 as amended on March 2, 2020 in the amount of $18,022.25. Debtor has made regular post-petition payments and does not dispute the Claim of FMCC subject to credit for the post-petition payments. The Debtor believes the amount due to FMCC is $14,878 at the time of the filing of the Motion. As of the Petition Date, the Debtor held the Truck. The NADAguides' price report for this Truck provides a range of retail prices of $28,000 to $35,000 depending on condition. The Debtor has received an offer from third party, the Buyer, to purchase the Truck for $25,000 with no fees. The Truck has been in daily operation for four years constantly pulling boats on trailers and is in fair shape. The Counsel and the Debtor believe that $25,000 is more than what it would receive at an auction after the auction fees and commission are paid, which is typically 15% of the purchase price. The Debtor believes the sale is in the best interest of its estate and the proposed sale price of $25,000 resulting in net proceeds of approximately $10,122 is a reasonable and a fair market price for the Truck. Additionally, relief from making payments on the Truck, which the Debtor is not currently using, makes economic sense. By the Motion, the Debtor asks that the Court approves the sale of the Truck free and clear of all encumbrances to the Buyer. The Debtor is selling the Truck for more than the funds owed to FMCC pursuant to its purchase money security interest and will pay the balance owed to FMCC upon the receipt of the proceeds. In full disclosure, the Buyer, is the son of the Kathleen Moreno who has a 50% ownership interest in the Debtor. However, the Truck is being sold pursuant to an arm's-length-good-faith negotiation and the price is fair market value. At the hearing on the Motion, the Debtor will ask that the Court enters an order waiving the 14-day stays set forth in Rules 6004(g) and 6006(d) of the Federal Rules of Bankruptcy Procedure and providing that the orders granting the Motion be immediately enforceable and that the transaction with the Buyer may occur immediately. About Tampa Bay Marine Towing & Service Tampa Bay Marine Towing & Service, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-01418) on Feb. 14, 2020, listing under $1 million in both assets and liabilities. Judge Caryl E. Delano oversees the case. Blanchard Law P.A. represents Debtor as legal counsel. TRANSPINE INC: Hires Leslie Cohen Law as Counsel ------------------------------------------------ Transpine, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Leslie Cohen Law, PC, as counsel to the Debtor. Transpine, Inc., requires Leslie Cohen Law to: a. advise the Debtor regarding its rights and responsibilities as a Chapter 11 debtor and a debtor in possession, including the requirements of the United States Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Bankruptcy Rules, and how the application of such provisions relates to the administration of the Debtor's estate; b. advise and to assist the Debtor in connection with the preparation of certain documents to be filed with the Bankruptcy Court and/or the Office of the United States Trustee; c. represent the Debtor, with respect to bankruptcy issues, in the context of its pending Chapter 11 case and to represent the Debtor in contested matters as would affect the administration of the Debtor's case, except to the extent that any such proceeding pertains to the excluded services described above or requires expertise in areas of law outside of the Firm's expertise; d. advise, to assist and to represent the Debtor in the negotiation, formulation and attempted confirmation of a plan of reorganization; e. render services for the purpose of pursuing, litigating and/or settling litigation as may be necessary and appropriate in connection with this case, including without limitation objections to claims, but excluding adversary proceedings absent further agreement regarding terms of retention. Leslie Cohen Law will be paid at these hourly rates: Leslie Cohen $575 J'aime Williams $395 Senior Contract Attorneys $350 Paraprofessionals $110 Leslie Cohen Law received a pre-petition retainer of $41,717 which was paid by the Debtor. Of this amount, $ 6,434.50 was expended on pre-petition services and the petition filing fee, leaving the balance of $35,282.50 held in the Firm's account. Leslie Cohen Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Leslie A. Cohen, a partner of Leslie Cohen Law, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Leslie Cohen Law can be reached at: Leslie A. Cohen, Esq. J'aime K. Williams, Esq. LESLIE COHEN LAW, PC 506 Santa Monica Blvd., Suite 200 Santa Monica, CA 90401 Telephone: (310) 394-5900 Facsimile: (310) 394-9280 E-mail: leslie@lesliecohenlaw.com jaime@lesliecohenlaw.com About Transpine Inc. Transpine, Inc., based in Tarzana, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-11286) on July 22, 2020. In the petition signed by CEO Nisan Tepper, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Victoria S. Kaufman presides over the case. LESLIE COHEN LAW PC, serves as bankruptcy counsel to the Debtor. TRIPLE B INVESTMENTS: Taps Buddy D. Ford as Bankruptcy Counsel -------------------------------------------------------------- Triple B Investments, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Buddy D. Ford, P.A. as its bankruptcy counsel. The firm will provide these services in connection with Debtor's Chapter 11 case: a. advise Debtor regarding its powers and duties in the continued operation of the business and management of the property of the estate; b. prepare and file schedules of assets and liabilities, statement of affairs and other documents required by the court; c. represent Debtor at the Section 341 creditors' meeting; d. advise Debtor regarding its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; e. prepare legal papers and appear at court hearings; f. protect the interest of the Debtor in all matters pending before the court; and g. represent Debtor in negotiation with its creditors in the preparation of a Chapter 11 plan. The firm's services will be provided mainly by Buddy Ford, Esq., who will be paid at the rate of $425 per hour. The firm will charge $375 per hour for senior associate attorneys, $300 per hour for junior associate attorneys, $150 per hour for senior paralegals, and $100 per hour for junior paralegals. Debtor paid the firm an advance fee of $6,717, which included the filing fee of $1,717. Buddy D. Ford has no connection with Debtor, creditors or any other "party in interest," according to court filings. The firm can be reached through: Buddy D. Ford, Esq. Jonathan A. Semach, Esq. Heather M. Reel, Esq. Buddy D. Ford, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Telephone: (813) 877-4669 Email: buddy@tampaesq.com jonathan@tampaesq.com heather@tampaesq.com About Triple B Investments Triple B Investments, LLC is an investment management company based in Florida. It conducts business under the name Barracuda Bob's Island Surf and Sports. Triple B Investments sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 8:20-bk-06007) on Aug. 6, 2020. At the time of the filing, Debtor had estimated assets of between $500,001 and $1 million and liabilities of the same range. Buddy D. Ford, P.A. is Debtor's legal counsel. TUESDAY MORNING: Expands A&G Realty Scope of Works -------------------------------------------------- Tuesday Morning Corporation, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of Texas to expand the services of A&G Realty Partners, LLC, as real estate consultant to the Debtors. Tuesday Morning requires A&G Realty to market and sell the Debtors' real property, known as the Phoenix Distribution Center Lease, located at 563 S. 63rd Avenue, Phoenix, Arizona 85043. A&G Realty will be paid as follows: 1. Security Retainer. The Debtor shall pay A&G Realty a security retainer fee in the amount of $175,000. 2. Early Termination Rights. A fee of 1/4 of one 1 month's Gross Occupancy Cost per Lease. 3. Monetary Lease Modifications. 3 of the Occupancy Cost Savings per Lease; provided, however, in the event any Monetary Lease Modification is obtained with the direct assistance of a real estate director employed by the Debtors, the Firm's fee for that Monetary Lease Modification shall be 1% of the Occupancy Cost Savings for such Lease. 4. Non-Monetary Lease Modifications. $750 per such Lease. 5. Lease Sales. For each Lease Sale, a commission of 3% of the Gross Proceeds. 6. Landlord Consents. For each Landlord, $300 per Lease. Andrew Graiser, partner of A&G Realty Partners, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. A&G Realty can be reached at: Andrew Graiser A&G Realty Partners, LLC 445 Broadhollow Road, Suite 410 Melville, NY 11747 Tel: (631) 420-0044 Fax: (631) 420-4499 About Tuesday Morning Corp. Tuesday Morning Corporation, together with its subsidiaries, is a closeout retailer of upscale home furnishings, housewares, gifts, and related items. It operates under the trade name "Tuesday Morning" and is one of the original "off-price" retailers specializing in providing unique home and lifestyle goods at bargain values. Based in Dallas, Tuesday Morning operated 705 stores in 40 states as of Jan. 1, 2020. For more information, visit http://www.tuesdaymorning.com/ On May 27, 2020, Tuesday Morning and six affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 20-31476). Tuesday Morning disclosed total assets of $92 million and total liabilities of $88.35 million as of April 30, 2020. The Hon. Harlin Dewayne Hale is the case judge. Debtors tapped Haynes and Boone, LLP as general bankruptcy counsel; Alixpartners LLP as financial advisor; Stifel, Nicolaus & Co., Inc. as investment banker; A&G Realty Partners, LLC as real estate consultant; and Great American Group, LLC as liquidation consultant. Epiq Corporate Restructuring, LLC is the claims and noticing agent. TUESDAY MORNING: Inks Deal for $25M Loan From Franchise ------------------------------------------------------- On July 10, 2020, in accordance with a final order issued by the Bankruptcy Court on July 10, 2020 (the "Final Order"), Tuesday Morning Corp. and its affiliated debtors entered into a Senior Secured Super Priority Debtor-In-Possession Delayed Draw Term Loan Agreement (the "DIP DDTL Agreement") with the Franchise Group, Inc. (the "Lender"). Pursuant to the DIP DDTL Agreement, the Lender agreed to lend the Debtors up to an aggregate principal amount of $25 million in the form of delayed draw term loans (the "DIP Term Facility"). The DIP Term Facility is guaranteed by certain of the Debtors and secured on a super priority basis by real estate assets owned by the Debtors (the "Real Estate Assets"), including the Company's corporate headquarters and warehouse/distribution complex located in Dallas, Texas. The DIP Term Facility will mature on April 10, 2021, which maturity (unless accelerated subject to the terms set forth in the DIP DDTL Agreement) may be extended, subject to payment of an extension fee to the Lender, for an additional three months at the election of the Debtors. The DIP Term Facility will bear interest at a rate per annum based on 3-month LIBOR (with a 1.00% LIBOR floor), plus an interest rate margin of 5.0% (subject to further increase of 2.0% upon the occurrence of an event of default). Under the terms of the DIP DDTL Agreement, so long as the Final Order is unstayed and is in full force and effect, the Debtors will be entitled to make borrowings under the DIP Term Facility in minimum increments of $2.5 million subject to the satisfaction of certain additional conditions, including absence of defaults under the DIP Term Facility, delivery of notices of borrowing and the accuracy of the representations and warranties of the Debtor in the DIP DDTL Agreement. to the DIP DDTL Agreement, proceeds of borrowings under the DIP Term Facility must be used by the Debtors to: (1) repay obligations of the Debtors under (a) the Senior Secured Super Priority Debtor-in-Possession Credit Agreement (the "DIP ABL Credit Agreement") among the Debtors, JPMorgan Chase Bank, N.A., as administrative agent, for itself and the other lenders party thereto, and (b) the Credit Agreement, dated August 18, 2015 and as previously amended, among the Debtors, JPMorgan Chase Bank, N.A., in its capacity as administrative agent, swingline lender and issuing bank, and the lenders party thereto; (2) fund general working capital; and (3) fund reasonable transaction costs and fees with respect to the DIP Term Facility, to the extent permitted by the applicable orders of the Bankruptcy Court and the DIP ABL Credit Agreement. The DIP Term Facility includes conditions precedent, representations and warranties, affirmative and negative covenants, and events of default customary for financings of this type and size. The Debtors will be obligated to prepay amounts outstanding under the DIP Term Facility upon certain asset sales and casualty or condemnation events with respect to the Real Estate Assets. A full text of the DIP DDTL Agreement is available at https://tinyurl.com/yyrmz3ub About Tuesday Morning Tuesday Morning Corporation, together with its subsidiaries, is a closeout retailer of upscale home furnishings, housewares, gifts, and related items. It operates under the trade name "Tuesday Morning" and is one of the original "off-price" retailers specializing in providing unique home and lifestyle goods at bargain values. Based in Dallas, Tuesday Morning operated 705 stores in 40 states as of Jan. 1, 2020. For more information, visit http://www.tuesdaymorning.com/ On May 27, 2020, Tuesday Morning and six affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 20-31476). Tuesday Morning disclosed total assets of $92 million and total liabilities of $88.35 million as of April 30, 2020. The Hon. Harlin Dewayne Hale is the case judge. The Debtors tapped Haynes and Boone, LLP as general bankruptcy counsel; Alixpartners LLP as financial advisor; Stifel, Nicolaus & Co., Inc. as investment banker; A&G Realty Partners, LLC as real estate consultant; and Great American Group, LLC as liquidation consultant. Epiq Corporate Restructuring, LLC is the claims and noticing agent. The Office of the U.S. Trustee appointed a committee of unsecuredcreditors on June 9, 2020. The committee is represented by Munsch Hardt Kopf & Harr, P.C. TUMBLEWEED TINY: Taps Stockman Kas Ryan as Accountant ----------------------------------------------------- Tumbleweed Tiny House Company, Inc. received approval from the U.S. Bankruptcy Court for the District of Colorado to hire Stockman Kast Ryan + Company as its accountant. The firm's services will include the preparation of tax returns and tax-related documents and income tax consultation. The services will be provided mainly by Bradley-Anderson who will be paid at the rate of $360 per hour. The rates for other accountants and employees at the firm range from $100 to $250 per hour. The firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. Stockman Kast can be reached through: Trinity Bradley-Anderson, CPA Stockman Kast Ryan + Company 102 N. Cascade Avenue, Suite 400 Colorado Springs, CO 80903 Telephone: (719) 630-1186 Facsimile: (719) 630-1187 About Tumbleweed Tiny House Company Tumbleweed Tiny House Company, Inc., a manufacturer of tiny house RVs, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 20-11564) on March 4, 2020. At the time of the filing, Debtor had estimated assets of between $500,000 and $1 million and liabilities of between $1 million and $10 million. Judge Kimberley H. Tyson oversees the case. Wadsworth Garber Warner Conrardy, P.C. is Debtor's legal counsel. UMATRIN HOLDING: Posts $226K Net Profit in Second Quarter --------------------------------------------------------- Umatrin Holding Limited filed with the Securities and Exchange Commission its quarterly report on Form 10-Q, reporting net profit attributable to the company of $225,767 on $1.02 million of sales for the three months ended June 30, 2020, compared to net profit attributable to the company of $86,301 on $439,167 of sales for the three months ended June 30, 2019. For the six months ended June 30, 2020, Umatrin reported net profit attributable to the company of $622,299 on $1.81 million of sales compared to net profit attributable to the company of $98,319 on $593,966 of sales for the same period in 2019. As of June 30, 2020, the Company had $2 million in total assets, $1.61 million in total liabilities, and $374,457 in total equity. The Company had accumulated deficit of $2,746,870 as of June 30, 2020 which include a profit of $787,465 for the six months ended June 30, 2020. Umatrin said, "The Company's ability to generate profit in the next 12 months is uncertain given that the market in which it operates is facing an economic slowdown. Management's plans include the raising of capital through the equity markets to fund future operations, seeking additional acquisitions, and generating profits through its business operations; however, there can be no assurances the Company will be successful in its efforts to secure additional equity financing and obtaining sufficient profit. These factors raise substantial doubt about the Company's ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1317839/000147793220004907/umhl_10q.htm About Umatrin Umatrin Holding Limited (formerly known as Golden Opportunities Corporation) was incorporated in the state of Delaware on Feb. 2, 2005. The Company was originally incorporated in order to locate and negotiate with a targeted business entity for the combination of that target company with the Company. On Jan. 6, 2016, the Company acquired 80% of the equity interests of UMatrin Worldwide SDN BHD in exchange for the issuance of a total of 100,000,000 shares of its common stock to the two holders of Umatrin, Dato' Sri Eu Hin Chai and Dato' Liew. Immediately following the Share Exchange, the business of Umatrin became the business of UMHL. The UMHL operation office remained in Malaysia and the business market will remain focus in Asia. Umatrin provides technology and services to enable consumers, merchants and other participants to conduct business in its cloud-based trading system. Umatrin Holding reported net profit of $95,138 for the year ended Dec. 31, 2019, compared to a net loss of $453,120 for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $1.53 million in total assets, $1.94 million in total liabilities, and a total deficit of $409,949. JLKZ CPA LLP, in Flushing, New York, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 29, 2020 citing that the Company had incurred substantial losses with working capital deficits, which raises substantial doubt about its ability to continue as a going concern. UNIQUE TOOL: Trustee Gets Approval to Sell Machinery, Equipment --------------------------------------------------------------- Richardo I. Kilpatrick, the Chapter 11 Trustee of Unique Tool & Manufacturing Co., Inc., received approval from the U.S. Bankruptcy Court for the Northern District of Ohio to authorize the sale of certain machinery and equipment free and clear, with liens attaching to the net sale proceeds, and to sell the machinery and equipment by an auction. The Court has granted the Trustee's motion to authorize his auctioneer, Chip Thornton of Presses for Industry, LLC and Hilco Industrial, LLC, to sell all remaining machinery and equipment, as well as miscellaneous property, including inventory, previously utilized but no longer required in the Debtor's operations. The Court also granted the proposed auctioneer's compensation, which includes an industry standard buyer's premium of 16% of the gross proceeds for assets that are sold and an expense budget of $35,000.00 to cover the costs for the auction. About Unique Tool & Manufacturing Unique Tool & Manufacturing Co., Inc. -- http://www.uniquetool.com/ -- is a custom metal stamping company formed in 1963, which supplies stampings to the satellite, communications, electrical, appliance, refrigeration and automotive industries throughout the United States, Canada and Mexico. It specializes in tool and die manufacturing, brazing, welding, plating and more. Unique Tool & Manufacturing sought Chapter 11 protection (Bankr. N.D. Ohio Case No. 19-32356) on July 26, 2019. At the time of the filing, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Mary Ann Whipple is the case judge. Diller and Rice, LLC, is the Debtor's legal counsel. The U.S. Trustee for Region 9 appointed a committee of unsecured creditors on Sept. 5, 2019. The Creditors' Committee retained Wernette Heilman PLLC as its legal counsel. Richardo I. Kilpatrick was appointed as the Chapter 11 Trustee in this case. UNITY ENTERPRISES: Unsecureds to Be Paid 100% in 5 Years -------------------------------------------------------- Unity Enterprises, Inc., submitted a Chapter 11 Plan and a Disclosure Statement. The Debtor proposes to fund its Chapter 11 Plan through income received from the operation of its rental properties and electrical contracting business. The Plan proposes to pay secured creditors by continuing to pay the regular monthly payments as they come due. Debtor proposes to pay CEI, who holds a second mortgage on the commercial properties, in accordance with an adequate protection agreement previously approved by the Court. Unsecured creditors will receive a distribution of 100% of the allowed amount of the claim to be paid over 60 months with interest accruing at 4.0% per annum. A full-text copy of the Disclosure Statement dated July 13, 2020, is available at https://tinyurl.com/yd825tvo from PacerMonitor.com at no charge. About Unity Enterprises Unity Enterprises, Inc., an electrical contractor in Pensacola, Fla., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 19-31056) on Sept. 26, 2019. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of between $100,000 and $500,000. The case is assigned to Judge Jerry C. Oldshue Jr. The Debtor's legal counsel is Wilson, Harrell, Farrington, Ford, Wilson, Spain & Parsons, P.A. VALARIS PLC: Case Summary & 30 Largest Unsecured Creditors ---------------------------------------------------------- Lead Debtor: Valaris PLC 110 Cannon Street London, United Kingdom Business Description: Valaris plc (together with its Debtor and non-Debtor subsidiaries) -- www.valaris.com -- is a provider of offshore contract drilling services to the international oil and gas industry, with drilling operations in nearly every major offshore market, including the Gulf of Mexico, the North Sea, the Middle East, West Africa, Australia, and Southeast Asia. In total, Valaris plc has 225 subsidiaries, 24 of which are rig-owning entities. Headquartered in London, England, with a corporate office in Houston, the Company employs approximately 3,900 personnel worldwide. Chapter 11 Petition Date: August 19, 2020 Court: United States Bankruptcy Court Southern District of Texas Ninety affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Valaris PLC (Lead Debtor) 20-34114 ENSCO Incorporated 20-34108 Atwood Deep Seas, Ltd. 20-34109 Atwood Oceanics LLC 20-34110 Pride International Management Company LP 20-34111 Rowandrill, LLC 20-34112 Rowan Marine Services, LLC 20-34113 ENSCO Investments LLC 20-34115 ENSCO Corporate Resources LLC 20-34116 Great White Shark Limited 20-34117 Alpha Achiever Company 20-34118 ENSCO Offshore International Inc. 20-34119 ENSCO Limited 20-34120 ENSCO Development Limited 20-34121 Green Turtle Limited 20-34122 Atwood Oceanics Australia Pty. Limited 20-34123 Alpha Admiral Company 20-34124 RD International Services Pte. Ltd. 20-34125 Ensco Jersey Finance Limited 20-34126 ENSCO Offshore U.K. Limited 20-34127 Ensco Management Corp. 20-34128 Offshore Drilling Services LLC 20-34129 Atwood Oceanics Pacific Limited 20-34130 Alpha Archer Company 20-34131 RDC Arabia Drilling, Inc. 20-34132 ENSCO Overseas Limited 20-34133 ENSCO Global Resources Limited 20-34134 Ensco Transcontinental II LP 20-34135 RDC Holdings Luxembourg S.a r.l. 20-34136 Alpha Offshore Drilling Services Company 20-34137 Ensco do Brasil Petroleo e Gas Ltda. 20-34138 Ensco Transnational I Ltd. 20-34139 Pride Foramer S.A.S. 20-34140 RoCal Cayman Limited 20-34141 Ensco UK Drilling Limited 20-34142 Atwood Offshore Drilling Limited 20-34143 Ensco Drilling I Ltd. 20-34144 Pride Forasol S.A.S. 20-34145 Alpha Orca Company 20-34146 ENSCO Holding Company 20-34147 Rowan Companies Limited 20-34148 ENSCO United Incorporated 20-34149 Atwood Offshore Worldwide Limited 20-34150 Pride Global II Ltd. 20-34151 ENSCO Universal Limited 20-34152 Rowan International Rig Holdings S.a r.l. 20-34153 Rowan Companies, LLC 20-34154 ENSCO Drilling Mexico LLC 20-34155 Ensco Vistas Limited 20-34156 Ensco (Thailand) Limited 20-34157 Ensco Holdings I Ltd. 20-34158 Ensco Endeavors Limited 20-34159 ENSCO Worldwide GmbH 20-34160 Atlantic Maritime Services LLC 20-34161 ENSCO Maritime Limited 20-34162 Rowan No. 1 Limited 20-34163 Pride International LLC 20-34164 ENSCO Global GmbH 20-34165 Rowan Drilling (Trinidad) Limited 20-34166 ENSCO Holland B.V. 20-34167 Atwood Australian Waters Drilling Pty Ltd 20-34168 ENSCO Asia Pacific Pte. Limited 20-34169 Ralph Coffman Limited 20-34170 ENSCO Global Investments LP 20-34171 Rowan Norway Limited 20-34172 Ensco Intercontinental GmbH 20-34173 Ensco Global IV Ltd. 20-34174 ENSCO Associates Company 20-34175 Rowan Drilling (U.K.) Limited 20-34176 Ralph Coffman Luxembourg S.a r.l. 20-34177 ENSCO International Incorporated 20-34178 Rowan Offshore (Gibraltar) Limited 20-34179 RCI International, Inc. 20-34180 Rowan Drilling, S. de R.L. de C.V. 20-34181 Ensco International Ltd. 20-34182 Rowan Offshore Luxembourg S.a r.l. 20-34183 Rowan N-Class (Gibraltar) Limited 20-34184 Rowan Rex Limited 20-34185 Ensco Mexico Services, S. de R.L. de C.V. 20-34186 ENSCO Australia Pty. Limited 20-34187 ENSCO Offshore International Company 20-34188 ENSCO Capital Limited 20-34189 Ensco Ocean 2 Company 20-34190 ENSCO Offshore International Holdings Limited 20-34191 Rowan Rigs S.a r.l. 20-34192 Rowan Services LLC 20-34193 ENSCO Oceanics Company LLC 20-34194 Rowan, S. de R.L. de C.V. 20-34195 ENSCO Offshore Company 20-34196 ENSCO Oceanics International Company 20-34197 Judge: Hon. Marvin Isgur Debtors' General Bankruptcy Counsel: Anup Sathy, P.C. Ross M. Kwasteniet, P.C. Spencer A. Winters KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: asathy@kirkland.com rkwasteniet@kirkland.com spencer.winters@kirkland.com Debtors' Co-Bankruptcy Counsel: Matthew D. Cavenaugh, Esq. Kristhy M. Peguero, Esq. Genevieve Graham, Esq. JACKSON WALKER L.L.P. 1401 McKinney Street, Suite 1900 Houston, Texas 77010 Tel: (713) 752-4200 Fax: (713) 752-4221 Email: mcavenaugh@jw.com kpeguero@jw.com ggraham@jw.com Debtors' English Counsel: SLAUGHTER AND MAY Debtors' Financial Advisor: LAZARD FRERES & CO. LLC Debtors' Restructuring Advisor: ALVAREZ AND MARSAL NORTH AMERICA, LLC Debtors' Notice & Claims Agent: STRETTO https://cases.stretto.com/valaris/ Independent Counsel to the Board: ASHURST LLP Total Assets as of June 30, 2020: $13,038,900,000 Total Debts as of June 30, 2020: $7,853,500,000 The petitions were signed by Jonathan Baksht, executive vice presdient and chief financial officer. A copy of Valaris PLC's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZEP4YNQ/Valaris_plc__txsbke-20-34114__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- -------------- 1. Deutsche Bank 5.750% Senior $1,000,500,000 Attn: Matthew Yao Notes Due 2044 Corporate Trust Department 100 Plaza One Jersey City, NJ 07311-3901 Tel: (201) 593-4732 2. Deutsche Bank 7.750% Senior $1,000,000,000 Attn: Matthew Yao Notes Due 2026 Corporate Trust Department 100 Plaza One Jersey City, NJ 07311-3901 Tel: (201) 593-4732 3. Deutsche Bank 3.000% Exchangeable $849,500,000 Attn: Matthew Yao Senior Notes Due Corporate Trust Department 2024 100 Plaza One Jersey City, NJ 07311-3901 Tel: (201) 593-4732 4. US Bank 4.875% Senior $620,824,000 Attn: Corporate Trust Services Notes Due 2022 5555 San Felipe Suite 1150 Houston, TX 77056 Tel: (713) 235-9208 Fax: (713) 235-9213 5. Citi - Global Energy Revolving $581,000,000 Attn: Derrick Lenz Credit Facility Director - Corporate & Investment Bank 811 Main Street Suite 4000 Houston, TX 77002 Derrick Lenz Tel: (713) 821-4832 Fax: (281) 274-9369 Email: derrick.lenz@citi.com 6. US Bank 5.400% Senior $400,000,000 Attn: Corporate Trust Services Notes Due 2024 5555 San Felipe Suite 1150 Houston, TX 77056 Tel: (713) 235-9208 Fax: (713) 235-9213 7. US Bank 5.850% Senior $400,000,000 Attn: Corporate Trust Services Notes Due 2044 5555 San Felipe Suite 1150 Houston, TX 77056 Tel: (713) 235-9208 Fax: (713) 235-9213 8. US Bank 7.375% Senior $360,813,000 Attn: Corporate Trust Services Notes Due 2025 5555 San Felipe Suite 1150 Houston, TX 77056 Tel: (713) 235-9208 Fax: (713) 235-9213 9. Daewoo Shipbuilding & Contract Claim $358,800,000 Marine Engineering Attn: Sung Geun Lee CEO & President 3370, Geojedae-Ro Geoje-Si Gyeongsangnam-Do, 656-714 Republic Of Korea (South Korea) Tel: 02.2129.0114 Email: sunggeunlee@dsme.co.kr 10. Deutsche Bank 5.200% Senior $333,742,000 Attn: Matthew Yao Notes Due 2025 Corporate Trust Department 100 Plaza One Jersey City, NJ 07311-3901 Tel: (201) 593-4732 11. US Bank 4.750% Senior $318,571,000 Attn: Corporate Trust Services Notes Due 2024 5555 San Felipe Suite 1150 Houston, TX 77056 Tel: (713) 235-9208 Fax: (713) 235-9213 12. Deutsche Bank 4.500% Senior $303,358,000 Attn: Matthew Yao Notes Due 2024 Corporate Trust Department 100 Plaza One Jersey City, NJ 07311-3901 Tel: (201) 593-4732 13. The Bank of New York 7.875% Senior $300,000,000 Mellon Trust Company, NA Notes Due 2040 Attn: Sherma Thomas Client Service Manager Corporate Trust Office 101 Barclay Street, 4W New York, NY 10286 Email: sherma.thomas@bnymellon.com 14. Deutsche Bank 8.000% Senior $292,329,000 Attn: Matthew Yao Notes Due 2024 Corporate Trust Department 100 Plaza One Jersey City, NJ 07311-3901 Tel: (201) 593-4732 15. The Bank of New York 6.875% Senior $122,890,000 Mellon Trust Company, NA Notes Due 2020 Attn: Sherma Thomas Client Service Manager Corporate Trust Office 101 Barclay Street, 4W New York, NY 10286 Email: sherma.thomas@bnymellon.com 16. Deutsche Bank 7.200% Debentures $112,122,000 Attn: Erika Wershoven Due 2027 Account Manager Global Securities Services - Issuer Services 60 Wall Street MSYNYC 60-2710 New York, NY 10005 Tel: (317) 288-4244 Email: erika.wershoven@db.com 17. Deutsche Bank 4.700% Senior $100,673,000 Attn: Matthew Yao Notes Due 2021 Corporate Trust Department 100 Plaza One Jersey City, NJ 07311-3901 Tel: (201) 593-4732 18. Keppel Letourneau Trade Payable $1,311,492 Attn: Debora Marcos Operations Manager 5177 Richmond Ave. Suite 950 Houston, TX 77056 Tel: (832) 459-8527 Email: debora.marcos@keppelletourneau.com 19. Sodexo Trade Payable $981,377 Attn: Denis Machuel, CEO 255 Quai de la Bataille de Stalingrad Issy-les-Moulineaux, 92130 France Tel: +33 1 30 85 75 00 Email: denis.machuel@sodexo.com 20. Storebrand Livforsikring Trade Payable $624,119 Attn: Karin Greve-Isdahl Executive Vice President, Communications and Investor Relations Professor Kohts vei 9 Lysaker, 1366 Tel: +47 411 92 329 Email: karin.greve-isdahl@storebrand.no 21. Artemis Energy Trade Payable $572,296 Attn: Gerard Cooper Chief Financial Officer 35 Hafzah Ave Sumoah Gardens Vistabelle, Trinidad & Tobago Tel: +2349037081333 Email: info@artemis-energy.com 22. Gulf Engineering Services Trade Payable $504,424 Attn: Vishnu Gopeesingh Director of Operations 2 1/4 MM South Trunk Highway La Romain San Fernando, Trinidad & Tobago Tel: (868) 652-8447 Email: vgopeesingh@gulfengtt.com 23. Chet Morrison Contractors Inc Trade Payable $415,990 Attn: Chet Morrison Founder and CEO 9 Bayou Dularge Road Houma, LA 70363 Tel: (985) 868-1950 Email: cmorrison@chetm.com 24. Schlumberger Trade Payable $331,751 Attn: Saul R. Laureles Deputy General Counsel 5599 San Felipe Houston, TX 77056 Tel: (713) 513-2000 Email: slaureles@slb.com 25. Oil States Industries, Inc. Trade Payable $330,731 Attn: Mike Hogan Vice President 7701 S. Cooper Street Arlington, TX 76001 Tel: (512) 556-5471 Email: mike.hogan@oilstates.com 26. AFP Trade Payable $280,406 Attn: Ingvild Dingstad, CEO Vollsveien 2A Lysaker, 1366 Norway Tel: 22 98 98 00 Email: ingvild@afpslv.no 27. RPS Energy Trade Payable $266,944 Attn: John Chubb CEO - UK & Ireland 20 Western Avenue Milton Park Abingdon, OX14 4SH United Kingdom Tel: +44 (0) 1235 863 206 Email: john.chubb@grontmij.dk 28. Triangle Facility Management Trade Payable $259,276 Attn: Nader Fawzy Chief Financial Officer 48 Thawra St. Dokki Giza, Egypt Tel: +20 2 33360353-9 Email: nader_fawzy@triangle.com.eg 29. Gulf Agency Company Trade Payable $253,675 Attn: Mikael Leijonberg Chief Financial Officer Jebel Ali Free Zone (Gate 4) GAC Dubai Building Jebel Ali Dubai, United Arab Emirates Tel: +971 4 881 8090 Fax: +971 4 881 8687 Email: mikael.leijonberg@gac.com 30. Pension Benefit Pension Undetermined Guaranty Corporation Attn: Patricia Kelly Chief Financial Officer 1200 K Street, NW Washington, DC 20005 Patricia Kelly Tel: (202) 326-4110 Fax: (202) 229-4047 Email: pbgcpublicaffairs@pbgc.gov VALARIS PLC: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------- Valaris plc (NYSE: VAL) on Aug. 19, 2020, announced that it has entered into a binding Restructuring Support Agreement (the "RSA") and Backstop Commitment Agreement (the "BCA") with approximately 50% of its noteholders ("Consenting Noteholders"). Valaris will undergo a financial restructuring that is intended to reduce its debt load substantially, support continued operations during the current lower demand environment and provide a robust financial platform to take advantage of market recovery over the long term. The RSA and the BCA contemplate, among other items, the full equitization of the Company's pre-petition revolving credit facility and unsecured notes, a fully backstopped rights offering to noteholders for $500 million of new secured notes, the effective cancellation of existing equity interests in the Company in exchange for, in certain circumstances, warrants for post-emergence equity and payment of trade claims in full in cash. To implement the terms of the RSA and the BCA, Valaris voluntarily filed for a Chapter 11 financial restructuring in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"). Valaris aims to pursue an efficient restructuring process and exit Chapter 11 as soon as possible and is confident that a comprehensive financial restructuring is in the best interest of the Company and its stakeholders in the long-term. Upon consummation of the contemplated restructuring transactions, Valaris will have one of the best balance sheets in the offshore drilling industry. The Company remains confident that it will be able to maintain liquidity and operate in the ordinary course of business as a result of having approximately $175 million in cash and committed Debtor-in-Possession ("DIP") financing from certain of its noteholders to provide the Company with an additional $500 million of liquidity, with an option to have no cash interest, to support its operations throughout the Chapter 11 process. "The substantial downturn in the energy sector, exacerbated by the COVID-19 pandemic, requires that we take this step to create a stronger company able to adapt to the prolonged contraction in the industry, and to continue to enhance our position as overall market conditions improve," said Tom Burke, President and Chief Executive Officer of Valaris. Mr. Burke continued: "We have taken several steps to right-size and streamline our organization in line with our goal to be the offshore drilling cost leader. Now, we intend to use this restructuring to complement these measures to create a stronger financial structure for the Company. Valaris will continue to serve our customers uninterrupted through this process, delivering safe and reliable operations, through its highly-capable rig fleet." Mr. Burke concluded: "We appreciate the continued support of all of our stakeholders throughout this process, particularly our employees who continue to provide excellent service to our customers amid challenging market conditions, while upholding the Valaris values of integrity, safety, excellence, respect, ingenuity, and stewardship." The Company looks forward to working with its other creditors and stakeholders who have not signed the RSA to advance the Company's efforts to restructure its balance sheet. About Valaris plc Valaris plc (NYSE: VAL) -- http://www.valaris.com/-- is the industry leader in offshore drilling services across all water depths and geographies. Operating a high-quality rig fleet of ultra-deepwater drillships, versatile semisubmersibles and modern shallow-water jackups, Valaris has experience operating in nearly every major offshore basin. With an unwavering commitment to safety and operational excellence, and a focus on technology and innovation, Valaris was rated first in total customer satisfaction in the latest independent survey by EnergyPoint Research - the ninth consecutive year that the Company has earned this distinction. Valaris plc is an English limited company (England No. 7023598) with its corporate headquarters located at 110 Cannon Street, London EC4N 6EU. On Aug. 19, 2020, Valaris PLC and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-34114). Kirkland & Ellis LLP, and Slaughter and May are serving as legal advisors to Valaris in connection with the restructuring. Lazard Ltd. is serving as Valaris' investment banker and Alvarez & Marsal North America LLC as its restructuring advisor. Stretto is the claims agent, maintaining the page http://cases.stretto.com/Valaris Kramer Levin Naftalis & Frankel LLP and Akin Gump Strauss Hauer & Feld LLP are serving as legal advisors to the Consenting Noteholders, and Houlihan Lokey Inc. is serving as financial advisor. VERITY HEALTH: May Terminate CBA Between Seton and IUOESE Local 39 ------------------------------------------------------------------ Bankruptcy Judge Ernest M. Robles granted the request of Seton Medical Center and Seton Medical Center Coastside for authority to reject and terminate the collective bargaining agreement it had with IUOE Stationary Engineers, Local 39. The Court conducted a hearing on the Debtors' Omnibus Motion Under Bankruptcy Code section 1113 to Reject and Terminate Remaining Collective Bargaining Agreements (With the California Nurses Association (CNA), National Union of Healthcare Worker (NUHW), IFPTE AFL-CIO CLC, Local 20, and IUOE Stationary Engineers, Local 39) Prior to the Scheduled Closing of the Sale of Seton Medical Center and Seton Coastside to AHMC Healthcare, Inc. The Motion sought the rejection, termination and abrogation of collective bargaining agreements between certain of the Debtors and the CAN, the NUHW, Local 20, and Local 39. Prior to the hearing, the Debtors filed executed settlement agreements between the relevant Debtors and CNA, NUHW, and Local 20, which provide for the consensual rejection, termination, and abrogation of the relevant CBAs. Per the Debtors' request, the Court found it appropriate to grant the Motion as to the Consenting Unions, subject to the terms of the Settlement Agreements. In view of the Settlement Agreements, only the CBA between Debtors Seton Medical Center and Seton Medical Center Coastside, on the one hand, and Local 39, on the other hand remained at issue. Local 39 did not file an opposition to the Motion. On August 31, 2018, Debtors Verity Health System of California, Inc. and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. The Debtors' cases are being jointly administered. On April 22, 2020, the Court entered an order authorizing the Debtors to sell assets related to Seton to AHMC. Pursuant to the Asset Purchase Agreement approved by the Seton Sale Order, the Debtors were required to use commercially reasonable efforts to facilitate the renegotiation of collective bargaining agreements currently in effect for Seton. The Local 39 CBA covers approximately 24 stationary engineers employed at Seton. On July 7, 2020, the Debtors sent Local 39 a proposal providing for the rejection, termination, and abrogation of the Local 39 CBA. According to Judge Robles, bankruptcy cases generally approach section 1113 by breaking the statute into a nine-part test" first set forth in In re Am. Provision Co., 44 B.R. 907, 909 (Bankr. D. Minn. 1984). The American Provision factors are: 1) The debtor in possession must make a proposal to the Union to modify the collective bargaining agreement. 2) The proposal must be based on the most complete and reliable information available at the time of the proposal. 3) The proposed modifications must be necessary to permit the reorganization of the debtor. 4) The proposed modifications must assure that all creditors, the debtor and all of the affected parties are treated fairly and equitably. 5) The debtor must provide to the Union such relevant information as is necessary to evaluate the proposal. 6) Between the time of the making of the proposal and the time of the hearing on approval of the rejection of the existing collective bargaining agreement, the debtor must meet at reasonable times with the Union. 7) At the meetings the debtor must confer in good faith in attempting to reach mutually satisfactory modifications of the collective bargaining agreement. 8) The Union must have refused to accept the proposal without good cause. 9) The balance of the equities must clearly favor rejection of the collective bargaining agreement. Judge Robles stated that factor 2 requires the Debtors' proposal be based on the most complete and reliable information available at the time the proposal is made. Factor 5 requires that the Debtors provide Local 39 with "such relevant information as is necessary to evaluate the proposal." For both factors, a debtor "must gather the ' most complete information at the time and . . . base its proposal on the information it considers reliable,' excluding `hopeful wishes, mere possibilities and speculation.' ' The breadth and depth of the requisite information will vary with the circumstances, including the size and complicacy of the debtor's business and workforce; the complexity of the wage and benefit structure under the collective bargaining agreement; and the extent and severity of modifications the debtor is proposing.'" The Proposal itself contains information necessary for Local 39 to conduct an evaluation. Specifically, the Proposal explains that the Debtors are in the process of selling Seton to AHMC; that AHMC is not willing to acquire Seton subject to the Local 39 CBA; that the Debtors have agreed to facilitate discussions between Local 39 and AHMC with respect to the negotiation of the New CBA, which would replace the Local 39 CBA; and that upon the closing of the Seton Sale, the Debtors will no longer operate Seton and thus will have no need for the Local 39 CBA. On July 16, 2020, the Debtors facilitated a bargaining session between Local 39 and AHMC with respect to the negotiation of the New CBA. During the session, the Debtors provided Local 39 with AHMC's proposed New CBA, which consisted of AHMC's redline of the operative Local 39 CBA. The Debtors' chief labor negotiator, An Ruda, explained the basic terms and provisions of AHMC's proposed New CBA, including the differences from the operative Local 39 CBA. After the bargaining session concluded, the Debtors provided Local 39 with information regarding AHMC's 401-k plan, a copy of AHMC's Fai" Treatment Process Protocol and a copy of AHMC's Fai" Treatment Process Arbitration Agreement. A further bargaining session involving the Debtors, Local 39, and AHMC was conducted on June 25, 2020. The Debtors have provided Local 39 with all the information necessary for Local 39 to understand the Proposal, and the Proposal was based upon the most complete and reliable information available at the time it was made. The Debtors have satisfied Factors 2 and 5. Factor 1 requires that the Debtors make a written proposal to Local 39. By sending the Proposal to Local 39 on July 7, 2020, the Debtors have satisfied Factor 1. Factor 6 requires that the Debtors meet at reasonable times with Local 39 between the time the proposal is made and the hearing on the rejection or modification of the collective bargaining agreement. The Debtors and AHMC met with Local 39 and engaged in bargaining on June 16 and 25, 2020. The Debtors have satisfied Factor 6. Factor 7 requires that the Debtors meet and confer with Local 39 in good faith. Where, as here, the Debtors are selling the assets to which the collective bargaining agreement pertains, the Debtors demonstrate good faith by facilitating negotiations with respect to a new collective bargaining between the union and the purchaser. The Debtors' chief labor negotiator, An Ruda, facilitated and attended two days' of bargaining sessions with respect to the negotiation of the New CBA between Local 39 and AHMC. The Debtors have satisfied Factor 7. Judge Robles also found that the Debtors satisfied the remaining American Provision factors. The motion, therefore, is granted as to the Local 39 CBA. A copy of the Court's Memorandum of Decision dated July 31, 2020 is available at https://bit.ly/327SR6H from Leagle.com. About Verity Health System Verity Health System -- https://www.verity.org/ -- operates as a non-profit health care system in the state of California, with 1,680 inpatient beds, six active emergency rooms, a trauma center, and a host of medical specialties, including tertiary and quaternary care. Verity's two Southern California hospitals are St. Francis Medical Center in Lynwood and St. Vincent Medical Center in Los Angeles. In Northern California, O'Connor Hospital in San Jose, St. Louise Regional Hospital in Gilroy, Seton Medical Center in Daly City and Seton Coastside in Moss Beach are part of Verity Health. Verity Health also includes Verity Medical Foundation. With more than 100 primary care and specialty physicians, VMF offers medical, surgical and related healthcare services for people of all ages at community-based, multi-specialty clinics conveniently located in areas served by the Verity hospitals. Verity Health System was created in a transaction approved by California Attorney General Kamala Harris and completed in December 2015. Verity Health System of California, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 18-20151) on Aug. 31, 2018. In the petition signed by CEO Richard Adcock, Verity Health was estimated to have assets of $500 million to $1 billion and liabilities of $500 million to $1 billion. Judge Ernest M. Robles presides over the cases. The Debtors tapped Dentons US LLP as their bankruptcy counsel; Berkeley Research Group, LLC, as financial advisor; Cain Brothers as investment banker; and Kurtzman Carson Consultants as claims agent. VIVUS INC: Delisted from The Nasdaq Stock Market ------------------------------------------------ On July 8, 2020, VIVUS, Inc. received a letter from the listing qualifications department staff of The Nasdaq Stock Market ("Nasdaq") notifying the Company that, as a result of the filing of Chapter 11 Cases (as defined below) and in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, Nasdaq has determined that the Company's securities – namely our common stock, $0.001 par value per share ("Common Stock") and certain rights to purchase specified units of the Company's Series A Participating Preferred Stock, $0.001 par value per share ("Series A Participating Preferred Stock") – will be delisted from Nasdaq. This letter further indicates that, unless the Company requests an appeal of this determination, trading of the securities will be suspended at the opening of business on July 17, 2020 and a Form 25-NSE will be filed with the Securities and Exchange Commission (the "SEC"), which will remove the Company's securities from listing and registration on Nasdaq once the Form becomes effective. The Company does not intend to appeal the Nasdaq staff's determination and, therefore, expects that the above-described securities will be delisted. The Company expects that the securities therefore will become eligible to be quoted on the OTC Bulletin Board or in the "Pink Sheets." The transition does not affect the Company's operations and does not change reporting requirements under certain provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and SEC rules thereunder. NOL Motion On July 7, 2020, the Debtors also filed on that date a motion (the "Motion") seeking an interim order by the Bankruptcy Court – which was granted by that Court on July 10, 2020 (the "NOL Interim Order") – establishing certain procedures (the "Interim Procedures") with respect to direct and indirect trading and transfers of stock of the Company, and related relief, in order to protect the potential value of the Company’s net operating loss carryforwards and certain other tax benefits of the Company. On July 8, 2020, the Debtors sought, and the Bankruptcy Court granted, an emergency order which established similar procedures to the Interim Procedures on an initial interim basis. The Interim Procedures provide, among other things, to restrict transactions on or after July 7, 2020 involving, and require notices of the holdings of and proposed transactions by, any person or group of persons that is or, as a result of such a transaction, would become, a Substantial Stockholder of the Common Stock issued by VIVUS. For purposes of the Interim Procedures, a "Substantial Stockholder" is any person or, in certain cases, group of persons that beneficially own, directly or indirectly (and/or owns options to acquire) at least 800,000 shares of Common Stock (representing approximately 4.5% of all issued and outstanding shares of Common Stock as of April 30, 2020). Pursuant to the Interim Procedures, any Substantial Stockholder must provide notice of such person's or entity's substantial ownership on or before the date that is the later of (x) 10 calendar days after the entry of the NOL Interim Order or (y) 10 calendar days after such person or entity qualifies as a Substantial Stockholder. As set out in the Interim Procedures, prior to entering into certain transactions for the acquisition or disposition of Common Stock, a person, or a group of persons, may need to file a notice of the proposed transaction with the Bankruptcy Court and serve such notice on the Debtors at least five business days prior to the proposed transaction date. The Debtors will have three business days after the filing of such notice to file an objection to the proposed transaction. Any prohibited transfer of stock of the Company on or after July 7, 2020, is null and void ab initio and may lead to contempt, compensatory damages, punitive damages, or sanctions being imposed by the Bankruptcy Court. A direct or indirect holder of, or prospective holder of, stock issued by the Debtors should consult the Motion, the NOL Interim Order, and the Interim Procedures set-out therein. Cautionary Note Regarding Forward-Looking Statements Certain statements in this Current Report on Form 8-K are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995 and other provisions of the federal securities laws. Such forward-looking statements are based on current expectations, management's beliefs and certain assumptions made by the Company's management. These statements may be identified by the use of forward-looking words such as "will," "shall," "may," "believe," "expect," "forecast," "intend," "anticipate," "predict," "should," "plan," "likely," "opportunity," "estimated," and "potential," and/or the negative use of these words or other similar words. All forward-looking statements included in this document are based on our current expectations, and we assume no obligation to update any such forward-looking statements except to the extent otherwise required by law or the Bankruptcy Court. Important factors that could cause actual results to differ materially from those anticipated in any forward-looking statement include, but are not limited to: the delisting of the Company's securities from the Nasdaq Global Select Market; and the eligibility of the Company's securities to be quoted on the OTC Bulletin Board or in the "Pink Sheets." 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. Hon. Laurie Selber Silverstein presides over the cases. As of May 31, 2020, the Debtors reported total assets of $213,884,000 and total liabilities of $281,669,000. 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 the claims and noticing agent to the Debtors. VIVUS INC: Gets Court Permission to Tap Cash, Pay Vendors --------------------------------------------------------- Leslie A. Pappas, writing for Bloomberg Law, reports that Vivus Inc. got bankruptcy court approval to tap into $21.5 million of cash collateral, allowing the specialty pharmaceutical company to move forward with a plan to transfer ownership to IEH Biopharma LLC. The pre-packaged Chapter 11 plan would allow the reorganized company to shed $145 million in debt, an attorney for Vivus, Gabriel Morgan of Weil Gotshal & Manges LLP, said at a hearing y before the U.S. Bankruptcy Court for the District of Delaware. The company aims to confirm the plan by the end of August. Judge Laurie Silverstein also approved Vivus to access bank accounts and pay vendors. 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. VUNGLE INC: S&P Raises ICR to 'B+'; Outlook Stable -------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Vungle Inc. to 'B+' from 'B' and its rating on the first-lien credit facility to 'B+' from 'B'. The '3' recovery rating is unchanged. S&P expects robust revenue growth in 2020 driven by increased usage of Vungle's mobile app platform and user engagement. Vungle benefits from a growing end market for performance-based marketing solutions within mobile applications, primarily mid-core gaming. Research firm Newzoo currently predicts that mobile gaming revenue will increase 13% in 2020 to $77 billion, and that growth will continue over the next few years. Higher spending on mobile applications encourages app developers to work with performance-based marketing companies, such as Vungle. Vungle's organic revenue growth has stayed in the 20% area since 2018 as more app developer customers discover Vungle as a way to build users on their apps and as existing customers increase their spending. As customers see good return on investment on their marketing spending, they usually increase their marketing budgets, benefiting the company. "We expect revenue growth will be around 20% in 2020 because the company has introduced new ad formats within games, expanded to non-game categories such as dating and music, and ad views have increased during the pandemic. We believe that views of Vungle-placed ads may be unusually high in 2020 as people spend more time on their phones. We note there is a higher level of uncertainty to our 2020 revenue forecast due to the current economic recession and privacy setting changes within Apple's iOS 14. Going forward, we model revenue growth to decelerate modestly. We still expect revenue growth to remain strong at 10% in 2021 as mobile apps continue to grow in popularity," S&P said. S&P expects good organic growth prospects to limit increasing leverage over the next 12 months. "We view the risk of a significant leveraging event as low given the sponsor's current focus on organic growth opportunities and its core app advertising platform. If the company meets our base-case revenue expectation for 2020, it will have almost doubled its organic revenues in three years," S&P said. S&P forecasts that leverage will remain under 5x. Pro forma for the leveraged buyout in 2019 (without expensing one-time transaction costs), leverage was in the high-4x range. The company has since deleveraged through earnings growth, and the rating agency estimates that S&P Global Ratings-adjusted leverage was around 3.7x as of the end of the first quarter. At the current leverage, funded debt would have to increase by about $115 million to re-leverage the business to 5x. "While Vungle's peer, AppLovin Corp., has pursued a more aggressive financial policy, we do not think Vungle will follow at the same extent. Most of AppLovin's debt-funded acquisitions have been in the content space rather than the mobile marketing space. If Vungle's financial sponsor chooses to have dividends from Vungle, they could come from Vungle's growing cash balances rather than tapping into the debt markets," S&P said. Longer-term business-related risks remain as the mobile advertising industry continues to develop. S&P's view of business risk has not changed despite the company's good financial performance so far in 2020. Vungle's revenue stream is almost completely transaction-dependent (which differs from many software companies that mostly have subscription revenue models), and that the industry in which it participates is still developing. Changes to user privacy settings in iOS and Android devices could make Vungle's data science algorithms less efficient. Soon-to-be-made changes in Apple's iOS 14 for Identifier for Advertisers (IDFA) will change settings from users having to proactively opt-off to opt-in, which could make it harder for advertisers to track cross-app user behaviors going forward. While the immediate impact on Vungle's market is still unclear, S&P notes that that this particular change does not affect Android operating systems which make up more than 80% of market share in smartphones. Barriers to entry are also very low in the industry, and customers could leave if they find another marketing partner that provides them with more favorable return-on-investment metrics. The stable outlook reflects S&P Global Ratings' view that Vungle will continue increasing revenue and earnings over the next 12 months as mobile app advertisers and publishers increase spending and usage of the company's platform. S&P expects the company to maintain profitability of at least 15% and generate at least $40 million of free operating cash flow (FOCF) in 2020. S&P could lower its rating over the next 12 months if: -- Competitive pressures or debt-funded activity (acquisitions or dividends) raise leverage above 5x. -- Sharp revenue and earnings declines indicate a weaker business position, which could occur if consumer discretionary spending on mobile game reduces or if the level of advertising spend in the industry reduces. While an upgrade is unlikely over the next 12 months due to financial sponsor ownership, S&P could consider one if: -- Over the next few years, Blackstone's ownership stake is expected to be relinquished and we expect leverage sustained below 4x. -- The business continues diversifying into non-gaming advertisement revenues, revenue and earnings continue to grow, and it gains market share. WALKER MACHINE: Selling Portable Laser Tracker System for $15K -------------------------------------------------------------- Walker Machine Tool Solutions, Inc., asks the U.S. Bankruptcy Court for the Northern District of Alabama to authorize the sale of a 2009 Faro Ion Portable Laser Tracker System for $15,000. The sale of the Laser Tracker will not adversely affect the creditors in the matter. The sale is fair and reasonable and is subject to the lien of DCR Mortgage Partners IX, LP. About Walker Machine Tool Solutions Walker Machine Tool Solutions, Inc., is in the machine shops business. Walker Machine sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 19-04553) on Nov. 5, 2019. The petition was signed by Ron and Walker, president and secretary. The Debtor disclosed assets of $1,750,361 and debt of $582,993. The Debtor tapped Stuart M. Maples, Esq., at Maples Law Firm, PC, as counsel. WELDED CONSTRUCTION: Mersino May Not Intervene in EPS Suit ---------------------------------------------------------- In the adversary proceeding captioned EARTH PIPELINE SERVICES, INC. Plaintiff, v. COLUMBIA GAS TRANSMISSION, LLC, and WELDED CONSTRUCTION, L.P., Defendant. COLUMBIA GAS TRANSMISSION, LLC, Counter-claimant, v. EARTH PIPELINE SERVICES, INC, Counter-defendant, Jointly Administered Adv. Pro. No. 19-50274 (CSS), Adv. Pro. No. 19-50275 (CSS), (Consolidated) (Bankr. D. Del.), Earth Pipeline, a subcontractor of Welded, sought to enforce a mechanic's lien against Columbia Gas, the property owner, for clearing a right-of-way for the Mountaineer Xpress Pipeline Project. Columbia Gas disputed the validity of Earth Pipeline's lien. Mersino Dewatering, Inc. -- another subcontractor of Welded -- also seeks to enforce a mechanic's lien against Columbia Gas for pumping services it provided for the Mountaineer Xpress Pipeline Project. Both assert liens on Columbia Gas' property. By its Motion, Mersino sought to intervene in Earth Pipeline's proceeding to protect its interest and serve judicial economy. Chief Bankruptcy Judge Christopher S. Sontchi denied Mersino's motion for mandatory intervention under Federal Rule of Civil Procedure 24(a). Mersino's motion for permissive intervention under Federal Rule of Civil Procedure 24(b) is also denied. Columbia Gas is a Delaware limited liability company, with a principal place of business in Houston, Texas. Earth Pipeline is a Wyoming corporation with a principal place of business in Washington, Pennsylvania. Mersino is a Michigan corporation with a principal place of business in Davidson, Michigan. Columbia Gas is the record owner and/or has a property interest in certain land and easements commonly known as the Mountaineer Xpress Pipeline Project, including approximately 99,436 linear feet of a pipeline right-of-way, upon which Earth Pipeline asserts a lien. Mersino asserts, and Columbia Gas does not deny, that TC Energy Corporation f/k/a TransCanada Corporation acquired Columbia Pipeline Group d/b/a Columbia Gas Transmission, LLC in 2016. Columbia Gas contracted with Welded to "perform, among other things, the furnishing of materials and labor necessary for all clearing and grubbing of all timber, brush and vegetation on the Property." Welded contracted with Earth Pipeline to "perform, among other things, mechanical clearing of the right-of-way, all work spaces, and all necessary roads of ingress and egress for the Project and to the Property." The goods and services performed by Earth Pipeline pertained to the entire Property, as reflected in the Notice of Mechanic's Lien. Earth Pipeline noticed and recorded a Notice of Mechanic's Lien against Columbia Gas on "approximately 99,436 linear feet of pipeline right-of-way, temporary workspaces, access roads, laydown yards and other areas," which runs for eighteen miles across Marshall and Wetzel Counties in West Virginia. Welded also contracted with Mersino to provide temporary pumping services for a creek diversion as part of the project. Mersino's responsibilities included delivery and operation of equipment, pumping services, and demobilization of the equipment upon completion. Mersino noticed and recorded a Notice of Mechanic's Lien against TransCanada at 54 Seclusion Crescent, Brampton, ON ONL6R1L. The property described in Mersino's Notice of Mechanic's Lien was "that certain building Mountaineer Xpress Pipeline Project, 1591 Wheeling Ave., Glen Dale, WV 26083." That address consists of a 3.39 acre property in Marshall County, West Virginia. Earth Pipeline and Mersino each signed identical subcontracts with Welded. Each Subcontract contains a "no-lien" clause and Liability and Indemnity section. One of the indemnities in the Liability and Indemnity section is for: Claims . . . brought against Contractor . . . to the extent caused by all Liens and claims made or liability incurred by Contractor on account of the Work performed or materials supplied by any Subcontractor, including fees and expenses of legal counsel, but only to the extent Subcontractor has been paid by Contract all amounts due under this Agreement. On Oct. 22, 2018, Welded Construction and affiliate Welded Construction Michigan, LLC, filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. On Oct. 23, 2018, the cases were consolidated for procedural purposes, and the case has proceeded on its course. On March 8, 2019, Earth Pipeline filed a complaint against Columbia Gas and Welded in state court in West Virginia, seeking to enforce a mechanic's lien against the defendants. The action was removed and finally transferred on June 26, 2019 to the United States Bankruptcy Court for the District of Delaware. Earth Pipeline's Amended Complaint seeks in rem recovery against the real estate, and in the alternative, in personam recovery against Columbia Gas. Columbia Gas disputes the validity of Earth Pipeline's liens, and it filed a Counterclaim against Earth Pipeline for breaches of representations and warranties, breaches of contract, and negligence. Columbia Gas also filed a Motion to Dismiss, to which Earth Pipeline filed a Response followed by Columbia Gas's Reply in Support of its Motion to Dismiss. According to Judge Sontchi, Mersino does not meet the standard for mandatory intervention under Rule 24(a). Mersino's motion was timely because it was filed at an early stage of the litigation and does not seem to prejudice any of the parties. Mersino has an interest in the property that is the subject of the litigation because its purported lien covers part of the property that is the subject of the dispute. And Earth Pipeline does not adequately represent Mersino, despite both parties' desires to get money from Columbia Gas, because each seeks to recover money for itself. However, Mersino's interest in the property is not threatened by the litigation because regardless of the outcome, Mersino's lien is unaffected, and Mersino's right to payment is too general and indefinite to be sufficiently protectible through intervention. The Court, therefore, denied Mersino's motion for mandatory intervention under Rule 24(a). Although the Columbia Gas-Earth Pipeline and Columbia Gas-Mersino disputes share common issues of law -- the interpretation and enforceability of the Subcontract's "no-lien" clause -- other factual and legal issues predominate and distinguish the disputes. The doctrine of collateral estoppel better serves the interests of judicial economy in this case. The Court, therefore, denied Mersino's motion for permissive intervention under Rule 24(b). A copy of the Court's Opinion dated July 31, 2020 is available at https://bit.ly/31aUB05 from Leagle.com. David W. Carickhoff , ARCHER & GREINER, P.C., Wilmington, DE. Charles S. Kelley , Andrew C. Elkhoury , Stephen A. Venzie , MAYER BROWN LLP, Houston, TX, Counsel for Columbia Gas Transmission, LLC Sally J. Daugherty -- sdaugherty@cohenseglias.com -- COHEN, SEGLIAS, PALLAS GREENHALL, & FURMAN, P.C., Wilmington, DE, Counsel for Earth Pipeline Services, Inc. About Welded Construction Perrysburg, Ohio-based Welded Construction, L.P., is a mainline pipeline construction contractor capable of executing pipeline construction projects in lengths ranging from a few hundred feet to over 200 miles. Welded Construction, L.P., and Welded Construction Michigan, LLC, sought bankruptcy protection on Oct. 22, 2018 (Bankr. D. Del. Lead Case No. 18-12378). The jointly administered cases are pending before Judge Kevin Gross. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as counsel; and Kurtzman Carson Consultants LLC as claims and noticing agent and administrative advisor. The Debtors also tapped Zolfo Cooper Management, LLC and the firm's managing director Frank Pometti who will serve as their chief restructuring officer. An official committee of unsecured creditors was appointed on Oct. 30, 2018. The committee tapped Blank Rome LLP as its legal counsel and Teneo Capital LLC as its investment banker and financial advisorr WESTERN URANIUM: Incurs $1.09 Million Net Loss in Second Quarter ---------------------------------------------------------------- Western Uranium & Vanadium Corp. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $1.09 million on $11,155 of lease revenue for the three months ended June 30, 2020, compared to a net loss of $448,599 on $11,155 of lease revenue for the three months ended June 30, 2019. For the six months ended June 30, 2020, the Company reported a net loss of $1.81 million on $22,310 of lease revenue compared to a net loss of $967,474 on $22,310 of lease revenue for the same period during the prior year. As of June 30, 2020, the Company had $23.64 million in total assets, $4.28 million in total liabilities, and $19.35 million in total shareholders' equity. Since inception, the Company has met its liquidity requirements principally through the issuance of notes and the sale of its common shares. On May 6, 2020, the Company obtained a Paycheck Protection Program loan for $73,116. The loan has a fixed interest rate of 1%, requires the Company to make 17 monthly payments, after a deferral period, and has a maturity date of May 6, 2022. Western Uranium said, "The Company's ability to continue its operations and to pay its obligations when they become due is contingent upon the Company obtaining additional financing. Management's plans include seeking to procure additional funds through debt and equity financings, to secure regulatory approval to fully utilize its kinetic separation technology and to initiate the processing of ore to generate operating cash flows. "There are no assurances that the Company will be able to raise capital on terms acceptable to the Company or at all, or that cash flows generated from its operations will be sufficient to meet its current operating costs. If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned product development, which could harm its financial condition and operating results, or it may not be able to continue to fund its ongoing operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern to sustain operations for at least one year from the issuance of these condensed consolidated financial statements. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1621906/000121390020022293/f10q0620_westernuranium.htm About Western Uranium Western Uranium & Vanadium Corp. is a Colorado based uranium and vanadium conventional mining company focused on low cost near-term production of uranium and vanadium in the western United States, and development and application of kinetic separation. Western Uranium reported a net loss of $2.11 million for the year ended Dec. 31, 2019, compared to a net loss of $2.04 million for the year ended Dec. 31, 2018. As of March 31, 2020, the Company had $23.69 million in total assets, $3.90 million in total liabilities, and $19.79 million in total shareholders' equity. MNP LLP, in Mississauga, Ontario, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 14, 2020, citing that the Company has incurred continuing losses and negative cash flows from operations and is dependent upon future sources of equity or debt financing in order to fund its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. WHISTLER ENERGY: Primer on Admin. Expense Claims ------------------------------------------------ Daniel Lowenthal of Patterson Belknap Webb & Tyler LLP wrote on JDSupra a quick primer on the administrative expense claims. These claims are entitled to priority for actual and necessary goods and services supplied to a debtor in bankruptcy. For a claim to qualify for administrative expense status, a debtor must request that the claimant provide goods and services post-petition or induce the claimant to do so. The goods or services must result in a benefit to the bankruptcy estate. And the claimant bears the burden of proof that a claim qualifies for priority treatment under 11 U.S.C. § 503(b)(1)(A). The facts in a recent case in the oil and gas industry show how the test is applied. In re Whistler Energy II, LLC, No. 16-10661, 2020 WL 3580172 (Bankr. E.D. La. June 30, 2020). Whistler Energy II, L.L.C. owned an oil and gas platform in the Gulf of Mexico. It contracted with Nabors Offshore Corporation to supply a drilling rig, engines and generators, crew members, and living quarters for them. The contract called for Nabors to drill two wells. The first well was finished in 2015. While working on the second well in March 2016, a Nabors’ employee died after being trapped inside a mud/gas separator. The U.S. Bureau of Safety and Environmental Enforcement (BSEE) shut down the drilling work at the platform. Whistler then abandoned the work on the well. Some of Whistlers' creditors also filed an involuntary chapter 11 petition against Whistler. Nabors asked the court to compel Whistler to assume or reject its contract. Whistler rejected it, effective as of June 20, 2016. On July 25, Whistler asked Nabors for a plan to demobilize its equipment at the platform. Nabors provided the plan on September 8. Demobilization began on October 20, after BSEE approved the plan. In Whistler's bankruptcy case, Nabors filed an administrative expense claim in the amount of $4.32 million for pre-demobilization expenses and $2.65 million for demobilization costs. The claim drew objections from Whistler, one of its secured creditors, and the unsecured creditors’ committee. Initially, the bankruptcy court granted an administrative expense claim of $897,024 and an unsecured claim of $6 million. Nabors moved from reconsideration, but the motion was denied. On appeal, the district court affirmed the bankruptcy court’s decision. The U.S. Court of Appeals for the Fifth Circuit then affirmed in part and remanded for further consideration. Nabors Offshore Corp. v. Whistler Energy II, LLC, 931 F.3d 432 (5th Cir. 2019). The Fifth Circuit asked the bankruptcy court to consider (1) if Whistler induced Nabors to stay on the platform post-rejection, (2) how long Nabors stayed on the platform to service Whistler’s post-petition needs, and (3) the amount of the actual and necessary costs of staying on the platform. On remand, the bankruptcy court analyzed the period from rejection of the contract on June 20 until demobilization started on October 20. The court found no evidence that Whistler induced Nabors to leave its equipment on the platform beyond June 20. For 10 weeks after the contract rejection, Nabors delayed in submitting a demobilization plan. Thus, the court concluded that Nabors hadn't shown that it was providing an actual and necessary benefit in favor on Whistler's bankruptcy estate during this time period, June 20 to September 8. The court reached a different result beginning when Nabors submitted its demobilization plan on September 8. Whistler had abandoned work on the well and needed Nabors to remove its equipment. The demobilization plan required BSEE approval. Thus, from September 8 through October 19, Nabors no longer was the cause of delay. Removal of Nabors’ equipment as requested by Whistler pursuant to a required demobilization plan was an actual and necessary expense incurred by Nabors that benefitted the Whistler bankruptcy estate. Therefore, for this period, Nabors’ claim was entitled to administrative expense priority. WINSTEAD'S COMPANY: Plan Exclusivity Period Extended Until Nov. 23 ------------------------------------------------------------------ Judge Robert D. Berger has signed the Order granting Winstead's Company's motion for extension of its exclusive period to file a Chapter 11 plan to November 23, 2020. The extension gives the Debtor the opportunity to file a disclosure statement and obtain confirmation of the plan of reorganization. The Debtor is in the process of evaluating various business prospects and reorganization possibilities, including the possibility of the sale of some or all of its assets as a going concern. The extension will provide ample opportunity for the Debtor to complete the process of evaluating its options and formulate a Plan. Absent an extension, the Debtor's exclusive period will expire on August 24, 2020. About Winstead's Company Winstead's Company operates three Winstead's Restaurant located at 101 Emanuel Cleaver II Blvd., Kansas City, Mo.; 10711 Roe, Overland Park, Kansas; and 4971 135th St., Leawood, Kansas. Winstead's Company filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 20-20288) on Feb. 24, 2020, listing under $1 million in both assets and liabilities. Judge Robert D. Berger oversees the case. On May 5, 2020, Judge Robert Berger authorized Winstead's Company to use cash collateral and inventory on a temporary basis through May 30, 2020, to pay all expenses set forth in the budget, including payment of fees owing to the U.S. Trustee. Colin Gothan, Esq., at Evans & Mullinix, P.A., is the Debtor's legal counsel; EFH Tax Management, Inc., led by Edward F. Halpin, CPA, as an accountant; and Asset Auctions Group as auctioneer. ZENERGY BRANDS: Court Extends Plan Exclusivity Until Sept. 18 -------------------------------------------------------------- The Honorable Brenda T. Rhoades granted the request of Zenergy Brands and its affiliates to extend by 60 days their exclusive periods to file a chapter 11 plan to and including September 18, 2020, and solicit acceptances to and including November 16, 2020. The Debtors said they need the additional time to finalize exit financing and related negotiations. The Debtors have been working with Official Committee of Unsecured Creditors and their senior secured lenders, TCA Global Credit Master Fund, L.P., and DIP lender TCA Special Situations Credit Strategies ICAV to structure an acceptable chapter 11 plan. On March 16, 2020, the Debtors filed their Plan of Reorganization and filed their Disclosure Statement. On March 19, 2020, the Court entered the Order (I) Conditionally Approving the Disclosure Statement; (II) Establishing Procedures for Solicitation and Tabulation of Votes on Plan; and (III) Scheduling a Combined Hearing on Approval of the Disclosure Statement and Confirmation of Plan. TCA was contemplated as providing exit financing as part of the Plan. After obtaining the Court's approval of the Disclosure Statement, the Debtors commenced solicitation of votes with respect to the Plan. The Debtors have concluded the solicitation process and have received a voting class overwhelmingly supporting the Plan. However, on May 11, 2020, the United States District Court for the Southern District of Florida entered an order appointing a receiver over TCA Global and certain related entities. The Debtors understand that the appointment of the receiver impacts TCA's ability to fulfill its obligations under the negotiated Plan. In light of this development, the Debtors have been negotiating with various third-parties to obtain funding for the Debtors. The Debtors have had a number of constructive discussions and are still assessing their alternatives in either concluding the Plan process or proposing an alternative process. These discussions have been impacted by the recent market uncertainty caused by precautionary measures in battling the COVID-19 pandemic. The U.S. Bankruptcy Court for the Eastern District of Texas, Sherman Division, previously extended the exclusivity periods through and including July 20, 2020, for filing a chapter 11 plan, and September 17, 2020, for soliciting votes. About Zenergy Brands Inc. Zenergy Brands, Inc. -- https://whatiszenergy.com/ -- is a next-generation energy and technology company engaged in selling energy-conservation products and services to commercial, industrial and municipal customers. It is a business-to-business company whose platform is a combined offering of energy services and smart controls. Zenergy Brands is a public company, fully reporting to the Securities and Exchange Commission and currently trading on the OTCQB. Zenergy Brands and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Lead Case No. 19-42886) on Oct. 24, 2019. As of June 30, 2019, Zenergy Brands had total assets of $1,944,089 and liabilities of $8,369,818. Judge Brenda T. Rhoades oversees the cases. The Debtors tapped Foley & Lardner LLP as their legal counsel, and Stretto as their claims, noticing and solicitation agent. The Office of the U.S. Trustee appointed creditors to serve on the Official Committee of unsecured creditors in the Debtor's cases on Nov.4, 2019. The committee is represented by Kane Russell Coleman Logan PC. ZEP INC: Moody's Raises CFR to Caa1, Outlook Stable --------------------------------------------------- Moody's Investors Service upgraded Zep Inc.'s Corporate Family Rating to Caa1 from Caa2 and the Probability of Default Rating to Caa1-PD from Caa2-PD. Moody's also upgraded Zep's first lien senior secured credit facilities to B3 from Caa1 and its second lien term loan to Caa3 from Ca. The outlook is stable. The rating upgrade reflects Zep's improvement in operating fundamentals as a result of the significant increase in demand for its products as customers across its food & beverage and industrial end markets enhanced standard operating procedures and protocols around cleaning, sanitation and maintenance in their facilities in response to the coronavirus pandemic. For the quarter ending May 31, 2020, revenues increased about 17% year-over-year compared to the prior year's quarter. Operating margin and EBITDA improved significantly over the prior year's quarter supported by a favorable shift in product and customer mix, lower raw material costs, realized cost savings initiatives, manufacturing cost efficiencies achieved, and favorable pricing actions. Moody's expects that recent operating trends will continue, albeit with moderating growth, resulting in Zep's credit metrics continuing to improve over the next 12 to 18 months. Zep's liquidity is also improving with modestly positive free cash flow expected. While there is uncertainty about the duration of the coronavirus pandemic, Moody's expects a continued heightened demand for most of Zep's products. The company is also taking advantage of its increased demand by further investing into the business. The company is investing in project expansions expected to deliver full payback within nine months and an opportunity to deliver at least $100 million of additional revenue. The following ratings/assessments are affected by its action: Ratings Upgraded: Issuer: Zep Inc. Corporate Family Rating, Upgraded to Caa1 from Caa2 Probability of Default Rating, Upgraded to Caa1-PD from Caa2-PD Senior Secured 1st Lien Revolving Credit Facility, Upgraded to B3 (LGD3) from Caa1 (LGD3) Senior Secured 1st Lien Term Loan, Upgraded to B3 (LGD3) from Caa1 (LGD3) Senior Secured 2nd Lien Term Loan, Upgraded to Caa3 (LGD5) from Ca (LGD5) Outlook Actions: Issuer: Zep Inc. Outlook, Changed To Stable From Negative RATINGS RATIONALE Zep's Caa1 CFR reflects its high debt-to-EBITDA of over 10x (Moody's adjusted) for the LTM period ended May 31, 2020, small scale and exposure to volatile raw material costs. The company's private equity ownership and aggressive financial policies also constrain its credit profile. The rating also reflects Zep's good product and end market diversity as well as its long-term relationships with top customers. Zep has good liquidity supported by a $31 million cash balance and modestly positive free cash flow of roughly $12 million over the next 12 months. Zep also has an undrawn $45 million revolver expiring in August 2022. There are no term loan financial maintenance covenants and Moody's expects the company to maintain compliance with the revolver's maximum 7.25x net first lien leverage ratio, which is triggered if more than 30% of the facility is drawn. There are no maturities until the revolver expires aside from $5.5 million of required annual term loan amortization, which Moody's expects the company to meet from existing cash resources. 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. The combined credit effects of these developments are unprecedented. The consumer products sector has been one of the sectors affected by the shock given its sensitivity to consumer demand and sentiment. The increased focus on cleaning is enhancing the demand for Zep's products. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that Zep will increase revenue and EBITDA, organically and through expansion projects, resulting in debt-to-EBITDA (Moody's adjusted) falling below 7.5x by fiscal year-end 2021. Moody's also expects Zep to maintain good liquidity over the next 12-to-18 months. The ratings could be upgraded if the company is able to generate revenue and earnings growth with stable margins, sustainably reduce debt-to-EBITDA (Moody's adjusted) below 7x, and maintain at least adequate liquidity, including breakeven to modestly positive free cash flow generation. The company would also need to proactively address maturities including the August 2022 revolver expiration. The ratings could be downgraded if operating performance or liquidity deteriorate, the risk of a distressed exchange or other default increases, or debt recovery prospects weaken. The principal methodology used in these ratings was Consumer Packaged Goods Methodology published in February 2020. Headquartered in Atlanta, Georgia, Zep Inc. produces chemical-based products including cleaners, degreasers, deodorizers, disinfectants, floor finishes and sanitizers, primarily for business and industrial use. LTM revenue as of May 31, 2020 was $694 million. Zep was acquired in 2015 by private equity firm New Mountain Capital, LLC. [*] Fashion/Retail Bankruptcy Primer ------------------------------------ The Fashion Law wrote a fashion/retail bankruptcy primer: From J. Crew and Neiman Marcus to Brooks Brothers and True Religion, the onset of COVID-19 has brought with it an ongoing stream of bankruptcy filings, with many of the filing parties making note of the global health pandemic and its impact on their businesses. In nearly all of these instances, the companies seeking bankruptcy protection are doing so on a Chapter 11 basis, thereby, enabling them to continue operating (in whatever capacity they current can in light of varying phases of re-opening and re-closing across the U.S. and beyond), while they execute their reorganization plans. While Chapter 11 is one of the most commonly-utilized forms of bankruptcy, it is not the only type of proceeding, and it is not necessarily clear to most brands and retailers what the process actually entails. With that in mind, here is a brief look at the most common forms of bankruptcy and how they apply in fashion … Chapter 11 Bankruptcy As previously noted, Chapter 11 is one of the most commonly utilized types of bankruptcy. While it can take a number of forms, a Chapter 11 case is frequently referred to as a "reorganization" bankruptcy, as it involves a debtor (i.e., the entity that owes the debt – aka retailers like Neiman Marcus or J.C. Penney or brands, such as True Religion, J. Crew, and Brooks Brothers) seeking an adjustment of debts, either by reducing the debt or by extending the time for repayment, or seeking a more comprehensive reorganization of its business. The formal Chapter 11 process begins with the filing of a petition with the relevant bankruptcy court by the debtor, followed by the debtor proposing and executing a formal reorganization plan with the court – including a classification of claims reflecting the money it owes to creditors and specifying how each class of claims will be treated under the plan – which will be voted on by its creditors. "Once the plan is approved by the bankruptcy court, [it] constitutes a binding contract regarding the debtors' debts and obligations," according to Elizabeth R. Brusa, an associate in Bradley Arant Boult Cummings LLP's Banking and Financial Services Practice Group, and "creates new contractual rights, replacing or superseding pre-bankruptcy contracts." After a company has filed its Chapter 11 petition, it may continue to operate its business. For a company like Neiman Marcus, this could mean operating its e-commerce sites, and re-opening its brick-and-mortar outposts, depending, of course, on the city/state and its stage in the COVID-19 non-essential business re-opening process. In furtherance of conducting business as usual, companies may resume buying and paying for post-petition goods and services. Given that it is in the business of stocking and selling third-party goods, for Neiman Marcus, for example, this may mean entering into contracts with the designers/brands that it regularly stocks in order to fill its shelves and continue to generate revenue. When the debtor has met the obligations of the reorganization plan, which includes repaying creditors in accordance with the terms of the plan, the company is able to emerge from Chapter 11 bankruptcy protection. The matter will be deemed complete once the debtor files a final report showing how the business assets have been administered, records of payments and any other information relevant to the closing of the case. Brusa notes that "typically, much more negotiation between debtors and their creditors occurs in a Chapter 11 bankruptcy, and these cases tend to last longer and involve more litigation than cases filed under other chapters." However, a core benefit of Chapter 11 (and other forms of bankruptcy protection) is the "automatic stay" that applies once a debtor files it petition, which serves to halt all creditor actions, including lawsuits, foreclosures, repossessions, bank levies, wage garnishments, and other collection activities (subject to certain exceptions). Chapter 7 Bankruptcy Put simply, Chapter 7 bankruptcy is a liquidation. Most commonly relied upon by companies that are no longer operating or that are looking to cease operations (potentially in certain regions, as was the case for Roberto Cavalli, whose American subsidiary filed a Chapter 7 petition in April 2019, while the company's main entity continued to operate in Europe), and that plan to liquidate their assets in order to repay creditors. As such, a Chapter 7 bankruptcy case does not center on the filing – and carrying out – of a plan for reorganization, and instead, involves the appointment of a trustee, who takes control of the company's assets, sells the non-exempt assets, and uses the proceeds to repay the company's creditors. The proceedings, themselves, generally last for about 90 days from when the debtor's files its bankruptcy petition. Although, instances that involve significant liquidation and sales of assets may last for longer and involve litigation before a debtor emerges from the case. While businesses that file for Chapter 11 bankruptcy usually continue operating, it is not uncommon for a Chapter 11 bankruptcy proceeding to turn into a Chapter 7 liquidation. Chapter 13 Bankruptcy Unlike Chapter 11 and Chapter 7 cases, Chapter 13 bankruptcies are exclusively available only to individuals and potentially, sole proprietorships, and thus, not multi-member corporations. Called a wage earner's plan, Chapter 13 filings provide for an adjustment of debts of an individual with "regular income," thereby, enabling the filing party to keep his/her property (such as their home) and pay debts over time, usually over the course of three to five years, in accordance with his/her proposed repayment plan. Not completely dissimilar from Chapter 11 cases, and subject to certain limitations/exceptions (such as a $419,275 cap on unsecured debt and $1,257,850 for secured debt), Chapter 13 enables a debtor to modify his/her payment terms on secured debts, and to eliminate obligations that he/she cannot pay over the plan’s term. As for the key benefit of Chapter 13 proceedings, as Investopedia aptly notes, such a bankruptcy case "prevents the liquidation of all [of the debtor's] assets. In particular, it is frequently used to avoid the forced sale of an individual's home, which Chapter 7 cannot do." While Chapter 11 may also prevent a forced home sale,it is "usually too expensive and complicated a procedure for most debtors." [*] PPP Helped At Least 215 Delaware Law Firms ---------------------------------------------- Jeff Montgomery, writing for Law360, reports that five Delaware law firms — led by Maron Marvel, Morris James and Potter Anderson — were reported as receiving between $1 million and $5 million in federal Paycheck Protection Program, among 215 state firms qualifying for at least $150,000 in aid for job retention and business preservation. The recipients ran the gamut, from corporate and commercial law practice leaders to community legal aid, personal injury and real estate practices and elder law practitioners. At the top of the list were Maron Marvel Bradley Anderson & Tardy LLC, Morris James LLP and Potter Anderson & Corroon LLP at $2 million to $5 million, and Ashby & Geddes PA and Bayard PA at $1 million to $2 million, according to data released by the Small Business Administration. Maron Marvel, a trial and litigation firm with 12 offices in 10 states, reported on the government's database that its loan was tied in part to the retention of 192 jobs, the most of any in Delaware. Close behind and in the same category were Morris James, which noted a potential retention of 162 jobs, and Potter Anderson, Delaware's oldest law firm and one of the 10 oldest nationwide. Potter Anderson, which has a strong focus on corporate and commercial law, reported that the assistance could help keep 105 jobs. The SBA's nationwide dataset was released with redactions and limitations, omitting exact awards and, in the case of payouts of $150,000 or less, holding back the identity of recipients. Absent by name from any of the lists of Delaware recipients were some of the largest and most influential corporate and commercial law firms that practice in Delaware, including Skadden Arps Slate Meagher & Flom LLP; Richards Layton & Finger PA; Young Conaway Stargatt & Taylor LLP; Morris Nichols Arsht & Tunnell LLP; Wilson Sonsini Goodrich & Rosati PC; and Wachtell Lipton Rosen & Katz. None of the firms contacted responded Wednesday to requests for information. Although many Delaware firms were unnamed for awards in Delaware, out-of-state headquarters of some practices in Delaware did show up. Pachulski Stang Ziehl & Jones LLP, a leading bankruptcy practitioner in the U.S. Bankruptcy Court for the District of Delaware, was listed as receiving between $2 million and $5 million at its Los Angeles main offices, although no job retention figures were noted. The majority of Delaware firms receiving the assistance were located at addresses in and around Wilmington and its suburbs, although most parts of the state were represented. Some firms also received funds under categories reserved for contract or consulting work for public sector agencies, including authorities, public defender activities and legal service providers. In that category was Delaware's Community Legal Aid Society Inc., which received a $1 million to $2 million loan. The Legal Services Corporation of Delaware likewise received between $150,000 and $350,000. [*] Subsection 5 Favors Small Business Owners --------------------------------------------- Robert Freedman, writing for CFO Dive,reports that small businesses facing bankruptcy have a new process that could increase their chances of recovery rather than liquidation. Subsection 5 favors owners keeping their equity through a quicker and cheaper reorganization than exists under regular Chapter 11 rules. The new subchapter 5 process, enacted in 2019 as the Small Business Reorganization Act, took effect in February and applies to companies with up to $7.5 million in secured and unsecured debt, not counting debt held by related parties. After March 27, 2021, the threshold drops to $2.7 million, its level before the big stimulus law, the CARES Act, temporarily increased it. Given the stay-at-home mandates that have devastated many small businesses, the law's timing couldn't have been better. "This statute was a great idea before the economic tsunami we are experiencing but now it is a real blessing," Scott Ugell of the Ugell Law Firm said in his analysis of the new subsection. The law is intended to make reorganization under bankruptcy rules easier than under Chapter 11 which, for small businesses, has always posed a high hurdle to success. Some 80% of small businesses end up liquidating or filing under state laws rather than reorganizing under Chapter 11 because of its costs and other burdens, research by Columbia Law School Professor Edward Morrison has found. "Bankruptcy proceedings are expensive," Morrison says. "The costliness of federal bankruptcy law induces distressed firms to search for cheaper alternatives." Faster, with fewer fees The key feature of subsection 5 is the absence of a creditor committee. Under Chapter 11, a single member of the creditor committee can veto the reorganization plan. But under subchapter 5, there is no absolute priority rule. "The law precludes creditors from [vetoing it and] proposing competing plans," according to a Ballard Spahr analysis. If the creditors can't agree on a reorganization plan, the issue goes to the bankruptcy court judge for approval in a decision known as a "cramdown." To be approved, the plan only has to show unsecured creditors will be made better off than through liquidation, "which often is not a very difficult threshold to meet," Ugell said. There are three other features that set it apart from Chapter 11: * Fees. There are no fees other than the application fee, saving companies potentially tens of thousands of dollars. One small manufacturer in Georgia paid $15,000 in fees rather than the estimated $50,000, according to a report in The Wall Street Journal. * Speed. You're required to have your reorganization plan submitted for approval within 90 days. That means you have to start the process with your plan more advanced than you would under Chapter 11, but the upside is you get through the process more quickly. * Paperwork. To get through the process, you submit your most recent balance sheet, statement of operations, cash flow statement, and federal income tax return. If you don't have your latest return, you can substitute a sworn statement the return hasn't been prepared. In addition, unlike under Chapter 11, you don't have to file a formal disclosure statement, a legal document that lawyers must draft. "It's been an absolute game-changer," Eric Brown, owner of Brown Bros. Telecom & Utility in Dalton, Georgia, told The Wall Street Journal. His company is operating under a reorganization plan approved under the new process after filing for bankruptcy March 13, 2020. [*] Treatment of Commercial Leases in Tenant Bankruptcy ------------------------------------------------------- Gary Kaplan and Gregory Shean of Farella Braun+Martel LLP wrote an article in JD Supra titled "Treatment of Commercial Leases in Tenant Bankruptcy – The Basics." As the COVID-19 pandemic continues to wreak havoc with the nation's economy, we have started to see bankruptcy filings by well-known companies such as GNC, J. Crew, Neiman Marcus, Modell's, 24 Hour Fitness, Gold’s Gym, and J.C. Penney. Unfortunately, it is highly likely that these will be only the earliest victims of the crisis, and that more companies, both large and small, will be filing for bankruptcy protection in the coming months. For landlords of commercial real estate, these bankruptcies can have significant effects on their rights and remedies under their leases. When confronted with a tenant that has filed for bankruptcy, or may be considering it, it is helpful to understand the basics of what those effects may be. The treatment of leases in bankruptcy is governed by the United State Bankruptcy Code (the "Code"). Under the Code, upon filing of a bankruptcy petition, the "automatic stay" kicks in, which prevents all actions against the debtor or their property. This generally means that a landlord cannot thereafter take any actions to enforce its rights under a lease, including sending a notice demanding the payment of prepetition rent or other lease obligations, or pursuing an unlawful detainer action. Section 365 of the Code governs the assumption, assumption and assignment or rejection of a debtor's real property leases. The general rule is that the debtor is required to continue to pay post-filing rent and other obligations under a lease, but not delinquent rent and other lease obligations accruing prior to the bankruptcy, from the date of the bankruptcy filing until the rejection of the lease, although the bankruptcy court may permit deferral of such payments until the 60th day after filing. Generally speaking, a tenant has 120 days after a bankruptcy filing to decide whether to assume, assume and assign, or reject its lease. On the motion of the debtor or the landlord, a bankruptcy court has the discretion to extend this 120 day period by up to 90 days, however, any further extension requires the consent of the landlord. A lease that is not assumed, or assumed and assigned, within the relevant time period (or confirmation of a Chapter 11 plan if earlier) is deemed rejected. If the debtor assumes a lease, it is required to cure all lease defaults (with certain narrow exceptions for uncurable nonmonetary defaults), including any delinquent rent and other obligations (both pre and post-petition). It also must provide adequate assurance of future performance under the lease. Once a lease is assumed, any ongoing obligations must be timely paid, with any unpaid amounts treated as an administrative expense of the bankruptcy estate, that generally must be paid in full in order for the debtor to exit bankruptcy. Note that, so long as it or the assignee satisfies the conditions for lease assumption, a debtor may assign an assumed lease notwithstanding provisions of the applicable lease that restrict or condition the tenant's ability to assign, with certain exceptions applicable to shopping center leases. If the debtor rejects a lease, it is a deemed a breach, allowing the landlord to terminate the lease and retake possession of the premises. In addition, the landlord can assert a claim for damages resulting from the lease rejection against the bankruptcy estate, the calculation of which is initially governed by state law. However, the Code caps such damages at an amount equal to the "rent reserved by such lease, without acceleration, for the greater of one year, or 15 percent, not to exceed three years, of the remaining term of such lease." If the landlord’s damages under state law are less than the Code's cap, then it simply has a claim equal to its state law damages. "Rent reserved" for purposes of calculating the cap generally includes base rent, real estate taxes, insurance, and common area maintenance charges, especially if the latter three categories are described as "rent" or "additional rent." This article is only designed to provide a brief outline of the effects of a tenant bankruptcy, and there are many specific issues that may arise in a particular situation: treatment of “stub rent” when a tenant files mid-month; applicability of security deposits; drawing on letters of credit; recovering on guaranties; and preferential transfers to name a few. Those matters are beyond the scope of this piece, however, on the specific subject of security deposits, please see: Non-Residential Lease Default Workouts, Security Deposits and Bankruptcy. [*] Why Healthcare Chapter 11s are Different -------------------------------------------- Kenneth Rosen wrote an article on McKnights titled "Healthcare Chapter 11s Are Different" and details the reasons why these are different compared to other industries. Get ready for a spate of healthcare bankruptcies. The sector is facing some ugly realities. Medicaid payments are not keeping up with inflation and the disproportionate number of deaths in nursing homes as a result of COVID-19 may draw stricter regulatory scrutiny, as well as litigation. Additionally, states facing budget crunches will likely reduce reimbursements. This means anyone in healthcare sector to know the ins and outs of chapter 11. How to know the players involved Chapter 11 has two primary goals — increase sales and reduce expenses. But that's increasingly difficult for healthcare businesses because of government oversight, complex reimbursements, case and payer and state and federal recoupments. Additionally, healthcare bankruptcies often involve additional players, i.e., elected officials, unions, regulators and patients, whose concerns and interests may conflict with those of the debtor. Specifically regarding nursing homes, there can be a push/pull between jeopardizing patients and closing a facility that provides needed services — especially for people who are disadvantaged. The public interest will weigh heavily on the bankruptcy judge. How to effectively communicate Effective communication is also key. As in most Chapter 11s, management should develop a communications plan to keep employees aware that their pay and benefits will continue. But for health care companies, plans must include updating patients and their family members that patient care will not erode. Further, appropriate state regulatory authorities should be alerted in advance and assured that required remediation or repairs will be made on time. Finally, smart organizations should be prepared to explain to the media that the filing (presumably) was the result of external causes, burdensome contracts/leases, excess leverage, etc., all of which will be remedied as part of the Chapter 11 process. How oversight works When a healthcare business files for Chapter 11, an ombudsman is often appointed to monitor the quality of patient care and represent the interests of the patients — unless the bankruptcy court deems that unnecessary. This is part of how bankruptcy courts examine how a health care business operates. One frequently cited court decision listed the following factors: (1) cause of the bankruptcy; (2) presence and role of licensing or supervising entities; (3) history of patient care; (4) ability of patients to protect their rights; (5) level of dependency of the patients on the facility; (6) likelihood of tension between the patient’s interests and the debtor; (7) potential injury to patients if the debtor drastically reduced its level of patient care; (8) presence and sufficiency of internal safeguards to ensure the appropriate level of care; and (9) impact of the cost of an ombudsman on the likelihood of a successful reorganization. Another court listed additional factors: (1) quality of the debtor’s current patient care; (2) debtor's financial ability to maintain quality care; (3) whether the debtor has an internal ombudsman program; and (4) level of oversight of the debtor by governmental and professional association programs. Additionally, secured lenders often demand the appointment of chief restructuring officers (CRO) as a condition to the lender providing consensual funding for reorganization. The CRO manages the bankruptcy process, but their duties can overlap with the ombudsman. Ideally, the CRO will have demonstrable skills to reduce the likelihood of an ombudsman being appointed. How the bidding process works How do you win a bid in a bankruptcy auction? It’s simple — bid better than anybody else. But a bid can be better without being higher, provided the bidder is better capitalized and is fully financed without contingencies — such as licensability. In bankruptcy cases involving health care, courts may also consider the importance of preserving the provider's services to the community. Prior penalties, historic quality of care and preferences of regulators regarding the bidder also may be factors. How automatic stays work The automatic stay (equal to an injunction) stops litigation against a debtor upon commencement of Chapter 11, with an exception being police and regulatory matters. Regulators cannot continue collection efforts for a civil or monetary penalty. But state and federal regulators will continue many of their functions as if the Chapter 11 case had not started. With respect to health care bankruptcies, the automatic stay does not apply to recoupment. Thus, the government may exercise its right of recoupment without court approval. How to build a budget A debtor's bank will require a 13-week budget. It should include a line item for a potential ombudsman’s fees and project anticipated reimbursement delays, increased payroll or other costs to bring care up to par, likely recoupments and costs of remediation or repairs required or requested by the ombudsman or by regulators. It's also important to understand how privacy law applies. Several non-bankruptcy laws protect patient privacy (e.g., the Health Insurance Portability and Accountability Act of 1996) and debtors must continue to comply with these laws once they file for bankruptcy. The potential compliance costs in the event of closure should be included in the budget as a contingency item. If a healthcare business will close, it must transfer patients to another facility subject to regulatory oversight. The costs incurred in notifying patients of the impending destruction of their records as well as the closure costs must be funded. If the debtor is administratively insolvent, the costs of destroying these records potentially could be surcharged against a lender’s collateral. It is best to have a contingency line item in the 13-week budget for potential closure-related costs with an agreed upon cap. However, the lender may require a reserve from funds otherwise available to the debtor. How to deal with investigations A principal function of a creditors committee is investigating debtor's financial and business affairs. A committee investigation can delve into such matters as inter-company transactions, common management, insider transactions, related-party transactions, sale/leaseback of real estate, prior shareholder withdrawals, pre-bankruptcy sponsor or management fees and whether COVID-19 was the primary cause or only the precipitating cause of bankruptcy. It is important for management to do a self-analysis of these issues because they may become the creditors' leverage points in future negotiations. The risk of paying back funds to the estate (and the costs associated with such litigation) to settle with creditors in chapter 11 should be weighed in pre-bankruptcy workout negotiations intended to avoid Chapter 11. Chapter 11 for healthcare facilities requires unique planning because of the additional parties in interest at the negotiating table. The likely demands and requirements of each of them (and their underlying motivation) must be anticipated in advance to avoid business disruption, loss of management credibility, delay in emerging from bankruptcy protection and closure. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re George A. Youssef and Nevien W. Saidaross Bankr. C.D. Cal. Case No. 20-11428 Chapter 11 Petition filed August 12, 2020 represented by: Anthony Egbase, Esq. In re Yaza World, LLC Bankr. D. Ariz. Case No. 20-09280 Chapter 11 Petition filed August 13, 2020 See https://tinyurl.com/yxuemdan represented by: Jim Gaudiosi, Esq. JIM GAUDIOSI, ATTORNEY AT LAW PLLC E-mail: jim@gaudiosilaw.com In re Heritage Residential Home for the Aged, LLC Bankr. E.D. Tenn. Case No. 20-12193 Chapter 11 Petition filed August 13, 2020 See https://tinyurl.com/y4pbhzs9 represented by: Richard L. Banks, Esq. RICHARD BANKS & ASSOCIATES, P.C. E-mail: rbanks@rbankslawfirm.com In re Muhammad S. Awaisi Bankr. E.D. Mich. Case No. 20-48712 Chapter 11 Petition filed August 13, 2020 represented by: Stuart Gold, Esq. In re Curtis Richard Correll and Susan Everard Cathie Bankr. D. Ariz. Case No. 20-09331 Chapter 11 Petition filed August 13, 2020 represented by: Patrick Keery, Esq. KEERY MCCUE, PLLC In re WRW, Inc. Bankr. E.D.N.C. Case No. 20-02833 Chapter 11 Petition filed August 14, 2020 See https://tinyurl.com/y2hb2lrx represented by: C. Scott Kirk, Esq. C. SCOTT KIRK, ATTORNEY AT LAW, PLLC E-mail: scott@csklawoffice.com In re Dimas Acevedo, Jr. Bankr. S.D. Cal. Case No. 20-04097 Chapter 11 Petition filed August 14, 2020 represented by: Edward Fetzer, Esq. In re Stuart L. Nelson (La Crosse) Bankr. W.D. Wisc. Case No. 20-12110 Chapter 11 Petition filed August 14, 2020 represented by: Galen Pittman, Esq. In re Tammy A. Paker Ijeh Bankr. S.D. Ohio Case No. 20-31925 Chapter 11 Petition filed August 14, 2020 In re Antony P. Neville Bankr. W.D. Wash. Case No. 20-12154 Chapter 11 Petition filed August 14, 2020 represented by: Jamie McFarlane, Esq. In re Jong Uk Byun Bankr. C.D. Cal. Case No. 20-17433 Chapter 11 Petition filed August 14, 2020 represented by: Giovanni Orantes, Esq. In re Jose Burgos Negron Bankr. D.P.R. Case No. 20-03206 Chapter 11 Petition filed August 14, 2020 represented by: Juan Bigas Valedon In re Bryan Joseph Klinger Bankr. C.D. Cal. Case No. 20-12278 Chapter 11 Petition filed August 14, 2020 represented by: Illyssa I. Fogel, Esq. ILLYSSA I. FOGEL & ASSOCIATES E-mail: ifogel@iiflaw.com In re Northwest Child Development Centers, Inc. Bankr. M.D.N.C. Case No. 20-50632 Chapter 11 Petition filed August 17, 2020 See https://tinyurl.com/y3xov73c represented by: Erik M. Harvey, Esq. BENNETT GUTHRIE PLLC In re Mason Jar Cafe II, Inc. Bankr. S.D. Fla. Case No. 20-18829 Chapter 11 Petition filed August 17, 2020 See https://tinyurl.com/yypjcvea represented by: Chad Van Horn, Esq. VAN HORN LAW GROUP, P.A. E-mail: chad@cvhlawgroup.com In re Lisa Marie Paplham Bankr. D. Nev. Case No. 20-50794 Chapter 11 Petition filed August 17, 2020 In re River to Valley Initiatives, Inc. Bankr. W.D. Wisc. Case No. 20-12125 Chapter 11 Petition filed August 17, 2020 See https://tinyurl.com/y6fyo3vx represented by: John P. Driscoll, Esq. KREKELER STROTHER, S.C. E-mail: jdriscoll@ks-lawfirm.com In re Dragan Podlesnik Bankr. N.D. Cal. Case No. 20-51228 Chapter 11 Petition filed August 17, 2020 represented by: David Boone, Esq. In re Mick Properties, LLC Bankr. D.N.J. Case No. 20-19678 Chapter 11 Petition filed August 18, 2020 See https://tinyurl.com/y54euuuv represented by: Allen I. Gorski, Esq. GORSKI & KNOWLTON PC E-mail: agorski@gorskiknowlton.com In re Allen Gauge and Tool Company Bankr. W.D. Pa. Case No. 20-22420 Chapter 11 Petition filed August 18, 2020 See https://tinyurl.com/y6mko85r represented by: Daniel R. Schimizzi, Esq. WHITEFORD, TAYLOR & PRESTON LLP E-mail: dschimizzi@wtplaw.com In re Blue Cay LLC Bankr. S.D. Fla. Case No. 20-18877 Chapter 11 Petition filed August 18, 2020 See https://tinyurl.com/yyj42nn8 represented by: Chad Van Horn, Esq. VAN HORN LAW GROUP, P.A. E-mail: chad@cvhlawgroup.com In re Forrest Dustin Secosky and Kelly Renee Secosky Bankr. E.D.N.C. Case No. 20-02858 Chapter 11 Petition filed August 18, 2020 represented by: Danny Bradford, Esq. In re Denise Johnson Bankr. C.D. Cal. Case No. 20-17491 Chapter 11 Petition filed August 18, 2020 represented by: Dana Douglas, Esq. ********* 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. 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