/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/200914.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, September 14, 2020, Vol. 24, No. 257 Headlines 143 SCHOOL STREET: Voluntary Chapter 11 Case Summary 200 NORTH 8TH STREET: Voluntary Chapter 11 Case Summary 24 HOUR FITNESS: Landlord Asks Court to Reject Lease 4-S RANCH: Wants Solicitation Period Extended Thru Feb. 2021 4218 PARTNERS: May Amend Equitable Subordination Claim vs Lender 444 EAST 13: Court Confirms Reorganization Plan 58 BRUCE AVENUE: Voluntary Chapter 11 Case Summary ACADIAN CYPRESS: American Bank Objects to Disclosures and Plan ADVAXIS INC: Incurs $5.83 Million Net Loss in Third Quarter ALABAMA STATE UNIVERSITY: Moody's Affirm Ba3 on 2005 Revenue Bonds ALDRICH PUMP: Asbestos Committee Taps FTI Consulting as Advisor ALLIANCE BREW: Case Summary & 16 Unsecured Creditors ALTHAUS FAMILY: Opposes Plan Disclosures of Unique Trustee ANTHONY BROOKS: FMB Keeps Security Interest in Grain Proceeds APEX LINEN: Seeks to Hire JD Merit & Co. as Investment Banker AREA 51 LAWN: Unsecureds Will Get $40,000 Quarterly Over 4 Years ARRAY CANADA: S&P Cuts ICR to CCC on Tight Liquidity; Outlook Neg. ARS REI USA: Seeks to Hire Reich Reich as Legal Counsel ASCENA RETAIL: 13 Stores to Shutter Down in Kansas City ASCENA RETAIL: Closes Stores at Charlotte Area Malls ASCENA RETAIL: Closes Three Stores in Tri-Cities ASCENA RETAIL: Lou & Grey to Close Pasadena, California Location ASCENA RETAIL: McGuireWoods, King Represent Term Lender Group ASCENA RETAIL: Milbank, Whiteford Represent Term Lender Group ASCENA RETAIL: Seeks to Hire A&G Realty as Real Estate Advisor ASCENA RETAIL: Seeks to Hire Malfitano Advisors as Advisor ASCENA RETAIL: Set to Close Store in Southgate Mall in Missoula, MT ASI CAPITAL: Seeks to Hire BKD LLP to Prepare Tax Returns ASOCIACION DE PROPIETARIOS: PRASA objects to Disclosure Statement ATHEROTECH INC: Mintz Properly Advised About Payments, Judge Says AVAYA INC: S&P Rates New $750MM Senior Secured Notes 'B' BEATRICE REALTY: Unsecureds Will Get 54% of Claims in Plan BIG RIVER: S&P Rates New $875MM Senior Secured Notes 'B' BILLINGS LODGE: Committee Seeks to Hire Patten Peterman as Counsel BJ SERVICES: Plan to Sent to Creditors for Voting BLACK DOG CHICAGO: Taps Tailwind Services as Plan Monitor BLACK DOG CHICAGO: Unsecureds Will be Paid in Full Over 60 Months BLACKJEWEL LLC: Court Won't Resume Discovery on United Bank BLANK LABEL GROUP: May Use Cash Collateral Thru Oct. 7 BOOTS SMITH: Seeks to Hire Horne LLP as Accountant BOOTS SMITH: Seeks to Hire Lentz & Little as Legal Counsel BROOKS BROTHERS: Committee Hires Akin Gump as Legal Counsel BROOKS BROTHERS: Committee Taps FTI Consulting as Financial Advisor BROOKS BROTHERS: Committee Taps Troutman Pepper as Co-Counsel BROOKS BROTHERS: Defers $7M Store Lease in Chapter 11 Case BSI LLC: Seeks to Hire Keller Williams as Real Estate Broker CABLEVISION LIGHTPATH: Moody's Assigns B2 CFR, Outlook Stable CALIFORNIA PIZZA KITCHEN: Hearing on Plan Disclosures on Sept. 17 CARE FOR LIFE: Court Conditionally Approves Disclosure Statement CARE FOR LIFE: Unsecureds Will Recover 1% of Claims in Plan CHISHOLM OIL: Unsecureds May Recover 5.4% or 10.7% of Claims CIRCLE BAR: Unsecured Creditors to Recover 5% in 60 Months COATESVILLE AREA SD: Moody's Gives Ba3 Issuer Rating, Outlook Neg. CONDADO PLAZA: Voluntary Chapter 11 Case Summary CORPORATE OFFICES: Voluntary Chapter 11 Case Summary COSMOLEDO LLC: Case Summary & 20 Largest Unsecured Creditors COUNTERPATH CORP: Swings to $24,600 Net Income in 1st Quarter COVIA HOLDINGS: Committes Hires FTI Consulting as Financial Advisor COVIA HOLDINGS: Committes Hires Morgan Lewis as Legal Counsel DELTA MATERIALS: Seeks to Hire L.M. Henderson as Accountant DENBURY RESOURCES: Prepackaged Plan Confirmed by Judge DESIGN MASSAGE: Seeks to Hire John L Lentell as Legal Counsel DIOCESE OF SYRACUSE: Hires Blank Rome as Special Insurance Counsel EASTERN NIAGARA: Seeks to Hire Hunt Commercial as Broker EFS COGEN: S&P Assigns Prelim 'BB-' Rating to $950MM Term Loan B EMPRESA LOCAL: Court Confirms Plan of Reorganization ENERGY ALLOYS: Sept. 17 Deadline Set for Committee Questionnaires EVIO INC: Incurs $1.40 Million Net Loss in Third Quarter EVIO INC: Incurs $2.98 Million Net Loss in Second Quarter EVIO INC: Reports $2.3 Million Net Loss for First Quarter FACTOM INC: Reaches Plan Compromise With FastForward FAIRWAY MARKET: Court Approves $2.43-Mil. Deal With Bogopa FASTTRACK FOODS: Hires Weintraub & Selth as Bankruptcy Counsel FIELDWOOD ENERGY: Langley Represents Secured Bondholders FLUID END SALES: Hires Phillips Murrah P.C. as Legal Counsel FUELCELL ENERGY: Incurs $15.3 Million Net Loss in Third Quarter GAMESTOP CORP: Incurs $111.3 Million Net Loss in Second Quarter GENERAL MOTORS: Fitch Assigns BB(EXP) Rating on Series C Stock GOLD'S GYM: Court OKs Sale to RSG Group GmbH GREEN SIDE UP: Seeks to Hire L. Laramie Henry as Attorney GRUPO AEROMEXICO: DIP Facility Approved on Interim Basis H.R.H.C.C. INC: Reserves Right to Pursue Claims vs. Former Lawyer HAJJAR BUSINESS: Court OKs $11.8M Ch.11 Sale of Medical Office HERITAGE RESIDENTIAL: Gets OK to Hire Richard Banks as Counsel HERTZ GLOBAL: Settlement Calls for the Sale of 183K Vehicles HOLLEY PURCHASER: Moody's Raises CFR to B3, Outlook Stable IAMGOLD CORP: S&P Rates US$450MM Senior Unsecured Notes 'B+' IDEANOMICS INC: Incurs $26.4 Million Net Loss in Second Quarter IDEANOMICS INC: Inks Standby Equity Distribution Agreement INGENU INC: Seeks to Hire Shustak Reynolds as Special Counsel IQOR HOLDINGS: Porter, Gibson Represent Term Lender Group J.C. PENNEY: Aims to Sell Company in Parts J.C. PENNEY: Landlords Plot Rescue for Department Store J.JILL INC: Scully's Contract as Interim CEO Extended to Dec. 4 JAGUAR HEALTH: Enters Into Amended A/R Agreement with Oasis JAGUAR HEALTH: Falls Short of Nasdaq Bid Price Requirement JAGUAR HEALTH: Gets Landlord Consent to Sublease Office Space JW TRUCKING: Seeks to Hire Tarbox Law as Legal Counsel KAISER GYPSUM: Portion of TIE Prepetition Deductible Claims OK'd KB US HOLDINGS: Russell, Cullen Represent Utility Companies KINSER GROUP: Seeks to Hire Quarles & Brady as Bankruptcy Counsel KLAUSNER LUMBER: Seeks to Hire Curtis Mallet-Prevost as Counsel LATAM AIRLINES: Appoints New Chief Commercial Officer LEHMAN BROTHERS: Can't Recoup Payments Made to Noteholders LIBBEY INC: CEO, Executives Pay Reduced by 25% LIBBEY INC: To Cut More Than 15% U.S. Salaried Workforce LONGFIN CORP: Investors Win in the NY Fraud Case LUCKY BRAND: Sale to ABG and SPARC Completed MANOLO BLAHNIK: CRM May File Involuntary Chapter 7 Petition MCCLATCHY CO: Liable for Defaming SBI Agent, NC Court Affirms MERIDIAN MARINA: Unsecured Creditors Will Split $299K Under Plan MILLER ENERGY: KPMG Asks Court to Toss Investor Suit MOTORS LIQUIDATION: Andrews Plaintiffs Can't File Late Claims MOUNTAIN PROVINCE: Stockholders Elect Seven Directors NAVICURE INC: S&P Affirms B- ICR; Ratings Off CreditWatch Negative NEIMAN MARCUS: Court Approves $10M Bankruptcy Bonus to Execs NEIMAN MARCUS: Marble Ridge Founder Arrested for Fraud Over Bid NEW RESIDENTIAL: Moody's Rates New $550MM Unsec. Notes 'B3' NOBLE CORPORATION: Hires AlixPartners LLP as Financial Advisor NOBLE CORPORATION: Seeks to Hire Porter Hedges as Co-Counsel NPC INTERNATIONAL: Committee Hires Kelley Drye as Lead Counsel NUSTAR ENERGY: S&P Rates Senior Unsecured Debt Issuance 'BB-' OCCASION BRANDS: Committee Hires Archer & Greiner as Counsel OFFSHORE SPECIALTY: Court Rules on Discovery in Davie Shoring Row OLD TIME POTTERY: Seeks to Hire Ernst & Young as Tax Accountants OM DEV INC: Seeks to Hire Penachio Malara as Counsel OMNITRACS LLC: Moody's Lowers CFR to B3, Outlook Stable ORANGE BLOSSOM: Hires Iurillo Law Group as Legal Counsel PDC ENERGY: Moody's Rates New Sr. Notes Due 2026 'Ba3' PETE GOULD: Trustee Hires Turner & Johns as Counsel PG&E CORP: Fire Insurance Costs Rise After Bankruptcy, Fires PHARMAGREEN BIOTECH: Seeks Approval to Hire Accountant PIER 1 IMPORTS: Further Fine-Tunes Chapter 11 Plan PROFESSIONAL FINANCIAL: Baker & Hostetler Represents DOT Holders PROFESSIONAL FINANCIAL: Hires Michael Hogan of Armanino as CRO PROFESSIONAL FINANCIAL: Hires Ragghianti Freitas as Special Counsel PROFESSIONAL FINANCIAL: Hires Sheppard Mullin as Legal Counsel PROFESSIONAL FINANCIAL: Seeks Bankruptcy Relief PROFESSIONAL FINANCIAL: Seeks to Hire Trodella & Lapping as Counsel PROFESSIONAL FINANCIAL: Taps Nardell Chitsaz as Real Estate Counsel PROFESSIONAL FINANCIAL: Taps Weinstein & Numbers as Special Counsel PROFESSIONAL FINANCIAL: Taps Wilson Elser as Litigation Counsel PURDUE PHARMA: Bankruptcy Consulting and Legal Fees Reached $300M PURDUE PHARMA: Court Bans More Payments to Political Groups R.E.X. INC: Seeks Approval to Hire Accountant RADIATE HOLDCO: S&P Affirms 'B' ICR on Predictable Earnings Growth RED PLUM LG: Voluntary Chapter 11 Case Summary REMINGTON OUTDOOR: Sandy Hook Group Wants Suit to Continue RETAIL SOLUTIONS: Hires Jeffrey B. Cohn PC as Corporate Counsel RETAIL SOLUTIONS: Seeks to Hire Hasslacher Tax as Accountant RHA/AFFORDABLE HOUSING: S&P Alters Revenue Bond Outlook to Stable RHINO BARE: Seeks to Hire Leslie Cohen Law as Counsel SANAM CONYERS: Court Confirms Janam Madison's First Amended Plan SAVE MONEY: Examiner Hires Bast Amron as Legal Counsel SHEARER'S FOODS: S&P Alters Outlook to Stable, Affirms 'B-' ICR SHILOH INDUSTRIES: Hahn Loeser Represents AK Steel, Monarch SIMPLE SITEWORK: Voluntary Chapter 11 Case Summary SMITHFIELD FOODS: Moody's Gives Ba1 Rating on $400MM Unsec. Notes SMWS GROUP: Trustee Seeks to Hire Larry Strauss as Accountant SOUTHERN PRODUCE: Trial Not Needed in Suit vs Michael Godwin & Son SUNPOWER CORP: Reports Fiscal Year 2020 Guidance SWEETPEA'S TABLE: Unsecureds Get Net Profit Over 36-Month Period SWITCH LTD: S&P Rates New $500MM Senior Unsecured Notes 'BB' TALLGRASS ENERGY: Fitch Assigns BB- Rating on New Unsec. Notes TALLGRASS ENERGY: Moody's Rates New $500MM Sr. Unsec. Notes B1 TEGNA INC: S&P Rates New $400MM Senior Unsecured Notes 'BB-' TONOPAH SOLAR: DOE to Recover 47% to 71% in Plan Deal TRANSOCEAN INC: Moody's Rates Sr. Priority Guaranteed Notes 'Caa3' TRAVEL CONCEPTS: Taps Charles A. Cuprill as Legal Counsel TREESIDE CHARTER: Court Confirms Chapter 11 Plan TRI-STATE SPORTS: Seeks to Hire Eric A. Liepins as Counsel TRUE RELIGION: Court Approves Plan Disclosures TRUE RELIGION: Morris, Milbank Represent Term Lender Group TRUE RELIGION: Seeks to Hire Moss Adams as Tax Accountant U.S.A. PARTS: Chapter 11 Case Not Filed in Bad Faith, Court Rules UNIVERSAL TOWERS: Hires Bradford A. Patrick as Special Counsel UPLAND POINT: Seeks to Hire Krekeler Strother as Legal Counsel US CONCRETE: S&P Rates New $300MM Senior Unsecured Notes 'BB-' US FOODS: S&P Lowers ICR to 'BB-'; Ratings Off Watch Negative VALARIS PLC: Has More Support for RSA; Backstop Extension Sept. 14 VITALIBIS INC: Seeks to Hire Fresh Notion Group as Accountant WABASH NATIONAL: Moody's Assigns Ba3 Rating on New Sr. Unsec. Debt WAGLER MANUFACTURING: Case Summary & 9 Unsecured Creditors WEINSTEIN CO: Netflix Does Not Owe Fees to Sartraco, Court Rules WEST PACE: Seeks to Hire RealSouth Valuation as Appraiser WHITE BIRCH: US Trustee Objects to Disclosure Statement WHITING PETROLEUM: Industry Vet Peterson Leads Reorganized Company WINDERMERE CLUB: Hires Avery & Associates as Accountant YAZA WORLD: Seeks to Hire Jim Gaudiosi as Counsel ZUBRAS ELECTRIC: Seeks to Hire CoreStrength as Financial Advisor [*] IP Assets of Retailers Draw Rising Demand in Online Shif [*] Major Retailers That Filed for Bankruptcy in July [^] BOND PRICING: For the Week from September 7 to 11, 2020 ********* 143 SCHOOL STREET: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: 143 School Street Realty Corp. 143 School St Yonkers, NY 10701-8600 Business Description: 143 School Street Realty Corp. is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: September 10, 2020 Court: United States Bankruptcy Court Southern District of New York Case No.: 20-23034 Debtor's Counsel: Matthew Cabrera, Esq. M. CABRERA & ASSOCIATES, PC 2002 Route 17M Ste 12 Goshen, NY 10924-5236 Tel: (845) 531-5474 Email: mcabecf@mcablaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Steve Edlund, president. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GEJOOIA/143_School_Street_Realty_Corp__nysbke-20-23034__0001.0.pdf?mcid=tGE4TAMA 200 NORTH 8TH STREET: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: 200 North 8th Street Associates, LLC 200 North 8th Street Reading, PA 19601 Chapter 11 Petition Date: September 10, 2020 Court: United States Bankruptcy Court Eastern District of Pennsylvania Case No.: 20-13650 Judge: Hon. Patricia M. Mayer Debtor's Counsel: George M. Lutz, Esq. HARTMAN, VALERIANO, MAGOVERN & LUTZ, P.C. 1025 Berkshire Blvd Suite 700 Wyomissing, PA 19610 Tel: 610-779-0772 Ext. 3014 Email: glutz@hvmllaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Kelley M. Huff, owner. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A copy of the petition containing is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/PM2C53I/200_North_8th_Street_Associates__paebke-20-13650__0001.0.pdf?mcid=tGE4TAMA 24 HOUR FITNESS: Landlord Asks Court to Reject Lease ---------------------------------------------------- Daniel Gill, writing for Bloomberg Law, reports that one of bankrupt 24 Hour Fitness' landlords is vying to get out of a lease at a Houston-area shopping center so that it can rent the space to a "Texans Fit" gym brand tied to the NFL's Houston Texans. BRE Retail Residual Owner 1 LLC said at a virtual bankruptcy court hearing that 24 Hour Fitness Worldwide Inc. hasn't paid anything at all so far on the lease. The fitness chain should be forced to reject the lease, BRE told the U.S. Bankruptcy Court for the District of Delaware. About 24 Hour Fitness 24 Hour Fitness Worldwide, Inc., owns and operates fitness centers in the United States. As of March 31, 2017, the company operated 426 clubs serving approximately 3.6 million members across 13 states and 23 markets, predominantly in California, Texas and Colorado. For the 12 months ended March 31, 2017, the company generated total revenue of about $1.4 billion. In May 2014, 24 Hour Fitness was acquired by affiliates of AEA Investors LP, Fitness Capital Partners and Ontario Teachers' Pension Plan for a total purchase price of approximately $1.8 billion. 24 Hour Fitness Worldwide and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11558) on June 15, 2020. 24 Hour Fitness was estimated to have $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. The Hon. Karen B. Owens is the case judge. The Debtors tapped Weil, Gotshal & Manges, LLP as lead bankruptcy counsel; Pachulski Stang Ziehl & Jones, LLP as local counsel; FTI Consulting, Inc. as financial advisor; Lazard Freres & Co. LLC as investment banker; and Prime Clerk, LLC as claims agent. The ad hoc group of lenders is represented by Mark D. Collins, Michael J. Merchant and David T. Queroli of Richards Layton & Finger PA, and John J. Rapisardi, Adam C. Rogoff and Daniel S. Shamah of O'Melveny & Myers LLP. Morgan Stanley Senior Funding Inc., as lender administrative and collateral agent, is represented by Andrew L. Magaziner of Young Conaway Stargatt & Taylor LLP, and Richard A. Levy and James Ktsanes of Latham & Watkins LLP. 4-S RANCH: Wants Solicitation Period Extended Thru Feb. 2021 ------------------------------------------------------------ 4-S Ranch Partners, LLC, requests the U.S. Bankruptcy Court for the Eastern District of California to extend the period within which it has the exclusive right to solicit acceptance of a Chapter 11 plan to February 25, 2021. The Debtor has won approval of the disclosure statement explaining its Chapter 11 plan, and a confirmation hearing is set to be held on September 29, 2020 at 9:30 a.m. at Fresno Courtroom 13, Department B. The Order established a deadline of August 18, 2020, for the Debtor to mail the ballot regarding Plan acceptance, the Plan and Amended Disclosure Statement to the United States Trustee, creditors, equity security holders, and other parties in interest. Further, the Order set September 14 as the last day for filing written acceptances or rejections of the Plan and written objections to confirmation of the Plan. Absent an extension, the 180-day exclusivity period to obtain plan approval was slated to expire August 29, 2020. A hearing on the extension request is also set for September 29. 4-S Ranch Partners says it has made good faith progress toward reorganization by filing and satisfying the steps to reach a hearing on confirmation of the Plan in the face of pressure, a motion for relief from stay against its 4-S Property, and oppositions to its initial Disclosure Statement amidst a global pandemic that has slowed most processes. On March 16, 2020, 14 days after the bankruptcy filing, creditor Sandton Credit Solutions Master Fund IV, LP filed its Motion for Relief from Stay seeking stay relief to foreclose on its secured interest in the 4-S Property, but the Debtor filed its Objection to Sandton's motion on March 31. On April 24, 2020, the Court issued a Scheduling Order setting an evidentiary hearing on Sandton's Motion for September 17. The Debtor continues its efforts to raise capital or obtain financing or to sell the Property. Sandton has opposed the Debtor's efforts by its motion for relief from stay and its opposition to the initial Disclosure Statement. The Debtor contends its case is complex as it involves many potential investors, water districts and water purchasers, and multiple governmental agencies. The Debtor says the primary reason necessitating the extension request is the Merced County's anticipated decision to amend its claim from unsecured priority to secure. On June 14, 2020, Merced County filed a claim for unpaid real estate taxes for the years 2018 and 2019 in the amount of $396,700.28 (Court Claim Register, Claim 4-1). Merced County characterized its claim as being fully secured but also as entitled to unsecured priority treatment pursuant to 11 U.S.C. 507(a)(8). A priority claim pursuant to 507(a)(8) is limited to allowed unsecured claims of governmental units including property taxes. As such, Merced County's claim was inconsistent as both a secured and unsecured priority claim. The Debtor understood the claim be an unsecured priority claim. The Disclosure Statement indicated that Merced County's claim would be treated as a priority tax debt that is unimpaired and not permitted to vote on the Plan. On August 18, 2020, counsel for the Debtor had a telephone conversation with Lorraine Gonzalez of Merced County regarding their claim after a review of court's claim register for balloting service purposes. In the course of that conversation, Merced County's advised counsel that its claim of an unsecured priority property tax debt was incorrect and it intended to amend Merced County's claim to being treated as fully secured as opposed to an unsecured priority tax claim. The Debtor filed a revised Chapter 11 Plan and Disclosure Statement on August 28. 4-S Ranch Partners says the gap period between the termination of the exclusivity period and the Plan confirmation hearing will expose creditors, the estate, and other parties in interest to more costs, disruption, and delay by opening up the door to address a competing plan. According to the Debtor, "declining to grant the Debtor's first request to extend the exclusivity period from August 29 to December 31, 2020 (rather than the full 20 months from the petition date), would provide an unfair bargaining position to those with the aim of foreclosing on the property, and leave the Debtor little room to amend the Plan if needed." "That would result in nullifying all the Debtor's effort to realize the value of 4-S' Property for all parties in interest," 4-S Ranch Partners states. 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 a voluntary petition for relief 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, the Debtor's managing member. At the time of filing, the 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. 4218 PARTNERS: May Amend Equitable Subordination Claim vs Lender ---------------------------------------------------------------- 4218 Partners LLC commenced an adversary proceeding captioned 4218 PARTNERS LLC, Plaintiff, v. MAGUIRE FT. HAMILTON LLC, Defendant, Adv. Pro. No. 19-01115((NHL) (Bankr. E.DN.Y.) against Maguire Ft. Hamilton LLC alleging claims of (i) economic duress and (ii) equitable subordination. The Defendant filed a motion for judgment on the pleadings pursuant to Rule 12(c) of the Federal Rules of Civil Procedure seeking to dismiss the Complaint for failure to state a claim. Bankruptcy Judge Nancy Hershey Lord held that the Plaintiff has failed to state a claim for economic duress, and therefore granted the Motion for Judgment in that respect. The Court further said the Plaintiff has failed to state a claim with respect to equitable subordination, but the Court dismissed that cause of action without prejudice and the Plaintiff may amend its Complaint to include facts, if available, that creditors were injured by the alleged inequitable conduct. The Complaint arose from a loan transaction between the Plaintiff and the Defendant's predecessor-in-interest, which concerns property located at 4218 Fort Hamilton Parkway, Brooklyn, New York. The Plaintiff is currently owned and controlled by Joseph Fischman through a holding company, 175 Pulaski R.L.M. LLC who is also a debt or in the Bankruptcy Court. On Dec. 12, 2017, 6323 14th Holdings LLC as Seller and 4218 Fort Hamilton LLC as the Original Purchaser allegedly entered into a contract whereby the Original Purchaser agreed to purchase the Property for a purchase price of $8,000,000. The closing was to be held on April 16, 2018 and the Sales Contract included a "time of the essence" provision. At this time, Fischman owned a 100% membership interest in the Original Purchaser. Thereafter, the Sales Contract was amended seven times. The seventh amendment, dated Oct. 5, 2018, (i) extended the closing date to November 19, 2018, (ii) increased the purchase price to $8,578,000, and (iii) substituted the Plaintiff, owned and controlled by Samuel Pfeiffer and Dina Krausz, as the purchaser. Pfeiffer also owned and controlled land adjacent to the 4218 Fort Hamilton Parkway Property -- namely 4202 Fort Hamilton Parkway, Brooklyn, New York. To induce the Seller to enter into the seventh amendment, the Plaintiff allegedly agreed to acquire certain air rights owned by Fischman in a third adjacent property. If the Sales Contract was consummated, the Air Rights would revert to the Plaintiff; however, the Air Rights would be forfeited to the Seller if the Plaintiff defaulted in closing the sale. The Plaintiff agreed to pay Fischman a total of $2,000,000 in consideration for the assignment of the Sales Contract and for transferring the Air Rights. Pfeiffer, who at this point controlled the Plaintiff, the Air Rights, and the adjacent property, intended to create a large development. The Plaintiff asserted it stood to lose about $3,250,000 if the Sales Contract did not close, which accounts for (i) the deposit already paid in the amount of $1,250,000, and (ii) $2,000,000 on account of the transfer of the Sales Contract and Air Rights. The Plaintiff alleged it received various proposals from lenders seeking to finance the sale transaction, including a firm commitment letter from Ice Lender XVII LLC, dated Nov. 8, 2018, for a principal loan amount of $9,000,000. However, on Nov. 16, 2018 -- one business day prior to the closing date of the sale -- ICE allegedly "unlawfully threatened to breach the binding Commitment unless the loan amount was reduced to $8,250,000." On Nov. 19, 2018, a promissory note in the amount of $8,250,000 secured by a mortgage on the Property, and certain guarantees, were executed in favor of ICE. The note provided for an 18-month loan with nine monthly interest payments of $82,500 commencing on Jan. 1, 2019, and the second set of nine monthly interest payments, approximately $742,500, to be escrowed from the financing proceeds. Further, ICE required each of the members of the Plaintiff -- Pfeiffer and Krausz -- to execute a guaranty and pledge agreement for their combined 100% membership interest in the Plaintiff. The Plaintiff alleged that it "had no choice and under extreme economic duress executed the [l]oan [d]ocuments for $8,250,000." The Plaintiff asserted that a default was essentially guaranteed because, taking into account the $742,500 that was escrowed, the proceeds of the loan no longer covered the first nine months of interest payments due to the lender. The Plaintiff further alleged that it "immediately repudiated" the Loan Documents and did not make the Jan. 1, 2019 payment. The Plaintiff alleged that a broker made the Jan. 1, 2019 payment because ICE insisted that this payment be made before further negotiations could be had with the Plaintiff. No further payments were made under the note, and ICE sent letters of default for missed payments in February 2019 and March 2019. On March 7, 2019, ICE assigned the Loan Documents to the Defendant, who continued to enforce the alleged default. On April 30, 2019, the Defendant sent a Notification of Disposition of Collateral to the Plaintiff and Pfeiffer, scheduling a sale of the Membership Interests for July 22, 2019. On June 26, 2019, Pfeiffer and Krausz transferred the Membership Interests to 175 Pulaski, an entity controlled by Fischman. On July 19, 2019, the Plaintiff and 175 Pulaski filed a verified complaint and an Article 75 Petition against the Defendant in the Supreme Court of New York, Kings Co., Index No. 515910/19 (the "State Court Action") seeking to restrain the sale of the Membership Interests. On July 19, 2019, the State Court denied this request. On July 21, 2019, the Plaintiff filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. According to Judge Lord, under New York law, a plaintiff who seeks to void a contract under the theory of economic duress must prove "(1) a threat, (2) which was unlawfully made, [that] (3) caused involuntary acceptance of contract terms, (4) because the circumstances permitted no other alternative." The doctrine of economic duress arises from the theory that "the courts will not enforce an agreement in which one party has unjustly taken advantage of the economic necessities of another and thereby threatened to do an unlawful injury." This relief is "reserved for extreme and extraordinary cases," and as such, a "party seeking to avoid a contract because of economic duress shoulders a heavy burden." Here, the parties disagreed as to whether the Plaintiff has stated a plausible claim that an unlawful threat was made. The Plaintiff alleged that the threat to reduce the principal amount of the loan from $9,000,000 to $8,250,000 was a further demand. The Defendant disagreed, asserting that this alleged threat constitutes, at most, a breach of the commitment rather than a further demand. The Defendant argued that it did not make an additional request, such as demanding more collateral or guarantors. The Court believed the Plaintiff has not alleged sufficient facts that the Defendant's actions constitute a "further demand." That is, the Plaintiff has not met its burden that the Defendant's alleged threat to reduce the principal amount of the loan by $750,000 was more than a threat to breach the contract. According to Judge Lord, the Plaintiff's reliance on the decision in KiSKA Constr. Corp. US v. G & G Steel, Inc., No. 04CIV9252CSH, 2005 WL 1225944 (S.D.N.Y. May 20, 2005) is misplaced. The KiSKA court found that an economic duress claim was feasible where the plaintiff argued that it was coerced into a settlement agreement with respect to claims that arose outside of its original contract with a supplier. In particular, the supplier threatened to suspend delivery of parts it was obligated to deliver under the original contract unless a settlement of the "extra" claims was reached. As such, the threat to suspend delivery was a "further demand" in relation to coercing settlement of the supplemental claims. According to Judge Lord, while MFH allegedly attempted to alter the terms of the loan commitment with the Plaintiff, the Defendant did not seek additional demands discrete from the original contract such that the Court could plausibly find that the circumstances warrant the "extreme and extraordinary" relief of economic duress. As such, the Plaintiff has not met the plausibility standard with respect to there being an "unlawful threat." Accordingly, the Court dismissed the economic duress claim under the Rule 12(b)(6) standard. According to the Court, in order to prevail on a claim of equitable subordination, "(i) the claimant must have engaged in some type of inequitable conduct[,] (ii) [t]he misconduct must have resulted in injury to the creditors of the bankrupt or conferred an unfair advantage on the claimant[, and] (iii) [e]quitable subordination of the claim must not be inconsistent with the provisions of the Bankruptcy Act." (In re Mobile Steel Co.), 563 F.2d 692, 700 (5th Cir.1977)). The Defendant asserted that this claim must fail as a matter of law because the Plaintiff has not alleged that any creditors were harmed by the alleged actions. The Court agreed. According to the Court, while it may be plausible that the Defendant engaged in inequitable conduct, namely, a breach of the loan commitment, the Plaintiff had made no allegations that any creditors were harmed by this conduct. As such, the Plaintiff has not stated a claim with respect to this cause of action. However, because inequitable conduct may be plausible, the Court dismissed this claim without prejudice, and allowed the Plaintiff to amend its claim to include facts, if available, that creditors were injured by the alleged inequitable conduct. A copy of the Court's Memorandum dated August 17, 2020 is available at https://bit.ly/3hiC7PR from Leagle.com. About 4218 Partners 4218 Partners LLC, and 175 Pulaski RLM LLC, based in Brooklyn, N.Y., sought Chapter 11 protection (Bankr. E.D.N.Y. Lead Case No. 19-44444) on July 21, 2019. In the petitions signed by Joseph Fischman, manager, 4218 Partners estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million; and 175 Pulaski estimated assets and liabilities of $1 million to $10 million. The cases are assigned to the Hon. Nancy Hershey Lord. Nutovic & Associates is the Debtors' attorney. 444 EAST 13: Court Confirms Reorganization Plan ----------------------------------------------- The Court entered findings of fact, conclusions of law and an order confirming the First Amended Plan of Reorganization of 444 East 13 LLC, as modified. The liquidation analysis submitted with the Disclosure Statement, and the record of the Confirmation Hearing, demonstrate that creditors will receive as of the date there of at least as much under the Plan as they would receive in a liquidation of the Debtor under Chapter 7 of the Bankruptcy Code. The public auction for the sale of the Property shall occur after a marketing period run by the Plan Administrator. The Sale and Bid Procedures are the result of extensive good-faith negotiations between the Debtor and 444 Lender, as the stalking horse bidder. Judge Robert D. Drain has ordered that the Plan filed by 444 East 13 LLC is confirmed pursuant to section 1129 of the Bankruptcy Code. The sale of the Property pursuant to the confirmed Plan shall constitute a sale made "under a plan confirmed under" Section 1129 of the Bankruptcy Code, and is approved pursuant to Sections 363(b) and (f) and 1123(a)(5) and 1146 of the Bankruptcy Code. The Sale and Bid Procedures and the form of Purchase Agreement annexed to the Plan Supplement are hereby approved. That the Sale and Bid Procedures shall govern all processes and proceedings relating to the submission, consideration and acceptance of competing bids for the Property. 444 Lender is approved as the "stalking horse" bidder for the purchase of the Property and in the event there are no other offers for the Property by the expiration of the Qualified Bidder Deadline (as defined in the Sale and Bid Procedures) other than the bid by the Stalking Horse Bidder, the Debtor will close the sale transaction with the Stalking Horse Bidder pursuant to Section 363(b), (f) and (m), 365, 1123(a)(5) and 1146 of the Bankruptcy Code and the Plan, as provided for in Section 10(b) of the Sale and Bid Procedures. The sale of the Property under the Sale and Bid Procedures to any entity other than the Stalking Horse Bidder may be subject to the entry of a further order by the Bankruptcy Court at a hearing to be held on a date to be fixed by the Court at the request of the Plan Administrator as soon as practicable after the Auction is concluded. That objections to Claims shall be filed by the Claims Objection Bar Date,which is the first Business Day that is 90 days after the Confirmation Date; provided, that the Claims Objection Bar Date may be extended for cause by order of the Court upon a motion filed by the Plan Administrator. About 444 East 13 LLC 444 East 13 LLC owns and operates a residential apartment building located at 444 East 13th Street in the east village neighborhood of Manhattan, New York. The property is valued at $11 million. E. 9th St. Holdings owns and operates a residential apartment building located at 332 East 9th Street in the east village neighborhood of Manhattan, New York, valued at $8.82 million. Meanwhile, E. 10th St. Holdings owns and operates a residential apartment building located at 251 East 10th Street in the east village neighborhood of Manhattan, New York, which is valued at $7.5 million. The properties are encumbered by mortgages to 444 Lender LLC and E. Village Lender LLC (assigned to Metropolitan Commercial Bank). E. 9th St. Holdings, E. 10th St. Holdings and 444 East sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 17-23141 to 17-23143) on July 21, 2017. David Goldwasser, authorized signatory of GC Realty Advisors LLC, manager signed the petitions. At the time of the filing, E. 9th St. Holdings disclosed $8,850,000 in total assets and $6,020,000 in total liabilities. E. 10th St. Holdings listed $7,590,000 in total assets and $3,980,000 in total liabilities. 444 East 13 LLC disclosed $11,030,000 in total assets and $8,980,000 in total debt. Judge Robert D. Drain presides over the cases. Robinson Brog Leinwand Greene Genovese & Gluck, P.C., is the Debtors' bankruptcy counsel. Sheldon Lobel PC, is the special zoning counsel. On Nov. 17, 2017, E. 9th St. filed its proposed Chapter 11 plan of liquidation and disclosure statement. 58 BRUCE AVENUE: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: 58 Bruce Avenue Corp. 58 Bruce Ave Yonkers, NY 10705-3847 Business Description: 58 Bruce Avenue Corp. classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: September 10, 2020 Court: United States Bankruptcy Court Southern District of New York Case No.: 20-23033 Debtor's Counsel: Matthew Cabrera, Esq. M. CABRERA & ASSOCIATES, PC 2002 Route 17M Ste 12 Goshen, NY 10924-5236 Tel: (845) 531-5474 E-mail: mcabecf@mcablaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Steve Edlund, president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SESCM2I/58_Bruce_Avenue_Corp__nysbke-20-23033__0001.0.pdf?mcid=tGE4TAMA ACADIAN CYPRESS: American Bank Objects to Disclosures and Plan -------------------------------------------------------------- American Bank and Trust Company, a partially secured creditor, objects to the Chapter 11 Disclosure Statement and Plan filed by Acadian Cypress & Hardwoods, Inc. American Bank objects to the proposed plan as it does not provide that American Bank and Trust Company's loan and collateral documents shall remain in full force and effect subject to modifications contained in the Plan, including any agreement to insure the collateral and name Mover as loss payee. American Bank points out that the Plan is vague and indefinite in that the Plan does not describe that co-solidary obligors shall remain obligated per contract. American Bank asserts that the plan does not address any situation whereby the Debtor sells any of American Bank's collateral before or after Plan confirmation. Attorney for American Bank and Trust Company: WAYNE A. MAIORANA JR. NEWMAN, MATHIS, BRADY & SPEDALE A Professional Law Corporation 3501 Causeway Blvd., Suite 300 Metairie, Louisiana 70005 Tel: (504) 837-9040 Fax: (504) 834-6452 About Acadian Cypress Acadian Cypress & Hardwoods, Inc., -- http://www.acadianhardwoods.net/-- manufactures lumber, plywood, siding, shingles, flooring, fencing, and molding profiles. It sought Chapter 11 protection (Bankr. E.D. La. Case No. 19-12205) on April 15, 2019. In the petition signed by Frank Vallot, president, the Debtor was estimated to have assets and liabilities at $1 million to $10 million. Judge Jerry A. Brown is the case judge. Heller, Draper, Patrick, Horn & Manthey, LLC, is the Debtor's counsel. ADVAXIS INC: Incurs $5.83 Million Net Loss in Third Quarter ----------------------------------------------------------- Advaxis, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $5.83 million on $0 of revenue for the three months ended July 31, 2020, compared to a net loss of $9.86 million on $6,000 of revenue for the three months ended July 31, 2019. For the nine months ended July 31, 2020, the Company reported a net loss of $20 million on $253,000 of revenue compared to a net loss of $6.42 million on $20.88 million of revenue for the same period in 2019. As of July 31, 2020, the Company had $40.02 million in total assets, $8.55 million in total liabilities, and $31.47 million in total stockholders' equity. As of July 31, 2020, the Company had approximately $23.8 million in cash and cash equivalents. The Company believes this is sufficient capital to fund its obligations, as they become due, in the ordinary course of business until July 2021. The Company has not yet commercialized any human products and the products that are being developed have not generated significant revenue. As a result, the Company has suffered recurring losses and requires significant cash resources to execute its business plans. These losses are expected to continue for an extended period of time. The Company said the aforementioned factors raise substantial doubt about the Company's ability to continue as a going concern within one year from the date of filing. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1100397/000149315220017558/form10-q.htm About Advaxis Inc. Advaxis, Inc. -- http://www.advaxis.com-- is a clinical-stage biotechnology company focused on the development and commercialization of proprietary Lm-based antigen delivery products. These immunotherapies are based on a platform technology that utilizes live attenuated Listeria monocytogenes (Lm) bioengineered to secrete antigen/adjuvant fusion proteins. These Lm-based strains are believed to be a significant advancement in immunotherapy as they integrate multiple functions into a single immunotherapy and are designed to access and direct antigen presenting cells to stimulate anti-tumor T cell immunity, activate the immune system with the equivalent of multiple adjuvants, and simultaneously reduce tumor protection in the tumor microenvironment to enable T cells to eliminate tumors. Advaxis reported a net loss of $16.61 million for the year ended Oct. 31, 2019, compared to a net loss of $66.51 million for the year ended Oct. 31, 2018. As of Jan. 31, 2020, the Company had $51.35 million in total assets, $9.80 million in total liabilities, and $41.55 million in total stockholders' equity. Marcum LLP, in New York, NY, the Company's auditor since 2012, issued a "going concern" qualification in its report dated Dec. 20, 2019, 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. ALABAMA STATE UNIVERSITY: Moody's Affirm Ba3 on 2005 Revenue Bonds ------------------------------------------------------------------ Moody's Investors Service has affirmed the Ba2 ratings for Alabama State University's (ASU) general tuition and fee revenue bonds and affirmed the Ba3 rating on the Series 2005 lease revenue bonds. This action affects approximately $62 million of outstanding rated debt. The outlook is revised to stable from negative. RATINGS RATIONALE The revision of the outlook to stable from negative reflects ASU's significant fiscal 2020 funding from the Coronavirus Aid, Relief, and Economic Security (CARES) Act, including nearly $14 million in additional funds received through the HBCU (historically black colleges and universities) Higher Education Emergency Relief Fund and Alabama's portion of the Governor's Emergency Education Relief Fund. Ongoing, stable state operating support and a leadership team focused on fiscal strategies, combined with the federal funding will provide fiscal flexibility to manage through a period of weak operating performance stemming from an underlying competitive market and impacts from the COVID-19 pandemic. The university's significant leverage is partially mitigated by two-thirds of debt issued through the Department of Education HBCU Capital Financing Program with favorable interest rates. On the guidance of the DoE, a historically patient creditor, the university has requested the deferral of $4.3 million of principal and interest due between April 1, 2020 and September 30, 2020, providing liquidity for the amounts previously paid and favorable budgetary relief. Based on available DoE funding, the university may have the ability to defer payments in fiscal year 2021 as well. The social and governance considerations reflected in the coronavirus relief funding, state support, and management's response to the current pandemic are key drivers of the outlook revision. The affirmation of the Ba2 revenue bond rating reflects ASU's fair strategic positioning that incorporates its established role as small, public HBCU located in Alabama's capital of Montgomery, offset by material intrinsic underlying market and financial challenges. ASU's operations will remain pressured as it continues to face enrollment declines and rising student aid. High fixed costs attributable to very high leverage and a large pension liability consume a significant portion of operations and constrain flexibility. Narrow operations and high debt service costs limit reserve growth. With very weak available liquidity, ASU has relied on a $7 million operating line of credit for working capital needs, although the recent liquidity infusion may mitigate this exposure. The affirmation of the Ba3 rating on the Series 2005 lease revenue bonds, rated one level below the university's highest rating, incorporates the unsecured interest in the university's general revenues, which effectively subordinates bondholders to secured creditors, essentiality of the energy savings project and the risks associated with the lease-backed security for the bonds issued by the Public Educational Building Authority of Montgomery on behalf of Alabama State University. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Alabama State has opened for fall 2020, with classes to be held both on campus and online, depending on student preferences. Residence halls are open, with social distancing measures in place and testing protocols for students, faculty and staff. RATING OUTLOOK The stable outlook reflects its expectations that ASU will continue to receive solid state operating support, take fiscal measures to ensure coverage of its high fixed costs and carefully manage allocation of its CARES Act funds to maintain sound liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS - Multiple consecutive years of improved operating performance and debt service coverage - Substantial and sustained liquidity improvement with reduced reliance on line of credit - Stability in enrollment and improved growth of net tuition revenue - Demonstrated management and governance stability FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS - Inability to reduce annual operating deficits and cover debt service from operations - Loss of access to operating line of credit - Deterioration of state financial support or delay in funding - Material increase in debt without concurrent rise in financial reserves LEGAL SECURITY The general tuition and fee revenue bonds are secured by the university's tuition and housing revenue (Pledged Revenues). Fiscal 2019 pledged revenues of $47.6 million covered maximum annual debt service of $19 million by 2.5x. ASU may issue additional bonds on a parity basis under this pledge as long as the future issue is for facilities improvements and passes the additional bonds test. For the ABT, pledged revenue to MADS must be no less than 1.2x and MADS may not exceed 12% of Total Current Funds Revenues. The Series 2018-1 and 2018-2 fixed rate bonds financed through the Department of Education (issued by Rice Capital Access Program, RCAP) are on parity with ASU's revenue bonds. The Loan Agreements for both series contain a rate covenant that requires net income available for debt service to be 1.2x maximum annual debt service. As of the most recent reporting date, September 30, 2019, the university was not in compliance with the financial covenant, at 0.75x. As a result, is required to fund a liquidity reserve account in an annual amount of $200,000 until a balance of $1 million is reached. ASU funded the $200,000 during fiscal 2020. ASU has not yet determined the projected compliance covenant for fiscal end September 30, 2020. Repayment of the Series 2005 lease revenue bonds is a general unsecured obligation of the university under a lease agreement with The Public Educational Building Authority of the City of Montgomery. The current balance is $825,000 and is a term bond due in October 2025, currently with interest-only payments and principal payments to begin in October 2021. PROFILE Alabama State University is a four-year public higher education institution offering undergraduate, graduate and doctoral degrees. ASU is one of 100 US historically black college and universities (HBCU), which was established in 1867 and located in the state capital of Montgomery. In fiscal 2019, the university recorded operating revenues of $126 million and in fall 2019, enrolled 4,026 full-time equivalent (FTE) students. METHODOLOGY The principal methodology used in these ratings was Higher Education published in May 2019. ALDRICH PUMP: Asbestos Committee Taps FTI Consulting as Advisor --------------------------------------------------------------- The Official Committee of Asbestos Personal Injury Claimants of Aldrich Pump LLC, and its debtor-affiliates seeks authority from the U.S. Bankruptcy Court for the Western District of North Carolina to retain FTI Consulting, Inc. as its financial advisor. FTI Consulting will render these financial advisory services: a. review financial related disclosures required by the Court, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs and Monthly Operating Reports; b. prepare analyses required to assess the Debtors' funding agreement with Trane Technologies Company LLC and Trane U.S. Inc. and any other proposed financing; c. asses and monitor the Debtors' short-term cash flow, liquidity, and operating results; d. review the Debtors' analysis of core business assets, valuation of those assets, and the potential disposition or liquidation of non-core assets; e. review the Debtors' cost/benefit analysis with respect to the affirmation or rejection of various executory contracts and leases; f. review any tax issues associated with, but not limited to, claims trading, preservation of net operating losses, refunds due to the Debtors, plans of reorganization, and asset sales; g. review other financial information prepared by the Debtors, including, but not limited to, cash flow projections and budgets, business plans, cash receipts and disbursement analysis, asset and liability analysis, and the economic analysis of proposed transactions for which Court approval is sought; h. attend, assist, and prepare materials related to due diligence sessions, discovery, depositions, negotiations, mediations, and other relevant meetings, and assisting in discussions with the Debtors, the Committee, any futures claimant's representative appointed in these cases (the FCR), Trane Technologies plc and/or its subsidiaries, the Bankruptcy Administrator, other parties in interest, and their respective professionals; i. evaluate, analyze, and perform a forensic review of avoidance actions, including fraudulent conveyances and preferential transfers; j. evaluate any pre-petition transactions of interest to the Committee; k. assist in the prosecution of Committee responses/objections to the Debtors' motions, including attendance at depositions and provision of expert reports/testimony on case issues as required by the Committee; l. assist in the review and/or preparation of information and analysis necessary for the confirmation of a plan and related disclosure statement in these Chapter 11 proceedings; m. assist in the development of communications strategies with various stakeholders including messaging related to the claims and section 524(g) trust process; and n. render such other general business consulting or such other assistance as the Committee or its counsel may deem necessary that are consistent with the role of a financial advisor and not duplicative of services provided by other professionals in these proceedings. FTI will be paid at these hourly rates: Senior Managing Directors $760 - $1,295 Directors/Senior Directors/ Managing Directors $535 - $905 Consultants/Senior Consultants $325 - $660 Administrative/Paraprofessionals/ Summer Consultant $150 - $280 Conor P. Tully, senior managing director at FTI, disclosed in court filings that the firm neither holds nor represents any interest adverse to Debtors' bankruptcy estates. The firm can be reached through: Conor P. Tully FTI Consulting, Inc. Three Times Square, 9th Floor New York, NY, 10036 Tel: +1 212 247 1010 Fax: +1 212 841 9350 Email: conor.tully@fticonsulting.com About Aldrich Pump Aldrich Pump LLC and Murray Boiler LLC are subsidiaries of Trane Technologies, a publicly traded company. Trane Technologies is a global climate innovator that brings efficient and sustainable climate solutions to buildings, homes, and transportation. The North American headquarters of Trane Technologies, as well as the Debtors, are located in Davidson, North Carolina. Aldrich Pump and Murray Boiler sought Chapter 11 protection (Bankr. W.D.N.C. Lead Case No. 20-30608) on June 18, 2020. The Hon. Craig J. Whitley oversees the case. In the petition signed by Allan Tananbaum, chief legal officer, the Debtor was estimated to have $100 million to $500 million in both assets and liabilities. The Debtors tapped Rayburn Cooper & Durham, P.A. and Jones Day as legal counsel; Bates White, LLC, Evert Weathersby Houff, and K&L Gates, LLP as special counsel; AlixPartners, LLP as financial advisor; and Kurtzman Carson Consultants, LLC as claims and noticing agent. The Office of the U.S. Trustee appointed a committee of asbestos personal injury claimants. The committee tapped Robinson & Cole, LLP and Caplin & Drysdale, Chartered as its bankruptcy counsel. The Committee also selected FTI as its financial advisor. ALLIANCE BREW: Case Summary & 16 Unsecured Creditors ---------------------------------------------------- Debtor: Alliance Brew Gear Inc. 1133 West 27th St. Cheyenne, WY 82001 Business Description: Alliance Brew Gear Inc. is a manufacturer of household appliances. Chapter 11 Petition Date: September 10, 2020 Court: United States Bankruptcy Court District of Wyoming Case No.: 20-20477 Judge: Hon. Cathleen D. Parker Debtor's Counsel: Mark E. Macy, Esq. MACY LAW OFFICE 217 W. 18th Street Cheyenne, WY 82001 Tel: 307-632-4100 Email: mark@macylaw.net Total Assets: $853,369 Total Liabilities: $10,332,245 The petition was signed by Charles Gross, president. A copy of the petition containing, among other items, a list of the Debtor's 16 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/IWCMKMY/Alliance_Brew_Gear_Inc__wybke-20-20477__0001.0.pdf?mcid=tGE4TAMA ALTHAUS FAMILY: Opposes Plan Disclosures of Unique Trustee ---------------------------------------------------------- Althaus Family Investors, LTD., objects to the Disclosure Statement and to the Joint Plan of Liquidation, proposed in this case by the (1) Official Committee of Unsecured Creditors appointed in the bankruptcy case of Unique Tool & Manufacturing Co., Inc.; (2) Richardo I. Kilpatrick in his capacity as Chapter 11 Trustee in the Unique bankruptcy case; and (3) Waterford Bank, N.A.. On July 26, 2019, the Debtor filed a petition for relief under Chapter 11 of the United States Bankruptcy Code. On this same date, Unique also filed a petition for relief under Chapter 11 of the Bankruptcy Code. The Debtor is owned by (1) Daniel J. Althaus; (2) David Althaus; (3) Douglas Althaus; and (4) the Harold Althaus Trust. The first three of these owners are also the sole owners of Unique. The Debtor objects to the Competing Disclosure Statement on the basis that the Competing Plan cannot be confirmed pursuant to the requirements of 11 U.S.C. Sec. 1129(a). The Debtor points out that the Chapter 11 Trustee does not qualify as a trustee under Sec. 1121(c) as he was appointed as the trustee in the Unique bankruptcy case, not this case. The Debtor further points out that neither the Committee nor the Chapter 11 Trustee meet this threshold to qualify as a party-in-interest in this case for purposes of standing to file a plan under Sec. 1121(c). According to the Debtor, submitting a plan in this case also goes beyond the scope of the Court’s Order appointing the Chapter 11 Trustee. The Debtor asserts that the Competing Plan seeks improper substantive consolidation of cases of Unique and Debtor. The Debtor complain that there is an improper enforcement of the Backstop Agreement. The Debtor points out that enforcing the Backstop Agreement also goes against the intent of the Agreement which was to have the Committee support a plan put forth by Unique, not a third-party. The Debtor further points out that the Committee should not be able to enforce the Agreement as it was also in default of the Agreement when it failed to provide Unique and the Debtor notice of the default. Attorney for Debtor: Eric R. Neuman (0069794) DILLER & RICE 1105-1107 Adams Street Toledo, Ohio 43604 Tel: (419) 724-9047 Fax: (419) 238-4705 About Althaus Family Investors Althaus Family Investors Ltd., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ohio Case No. 19-32357) on July 26, 2019, estimating under $1 million in both assets and liabilities. The Debtor is represented by Steven L. Diller, Esq., at Diller and Rice, LLC. ANTHONY BROOKS: FMB Keeps Security Interest in Grain Proceeds ------------------------------------------------------------- The case captioned ANTHONY D. BROOKS and AMY J. BROOKS, Plaintiffs, v. STRATEGIC FUNDING SOURCE, INC. and FIRST MIDWEST BANK, Defendants, Adv. No. 19-08072 (Bankr. C.D. Ill.), was before Chief Bankruptcy Judge Thomas L. Perkins after trial on Count III of the complaint filed by Debtors Anthony D. Brooks and Amy J. Brooks against Strategic Funding Source, Inc. and First Midwest Bank, and the First Crossclaim asserted by Strategic against FMB. A settlement agreement entered into by the Debtors and Strategic, resolving most of the disputes between them, was incorporated into a Chapter 11 plan which has been confirmed. The only remaining issue between the parties to the adversary proceeding involves the competing claims of Strategic and FMB to the balance of 2018 grain proceeds in the approximate amount of $235,000 held by the Debtors in a Debtor-in-Possession account. Upon analysis, Judge Perkins ruled in favor of FMB. Judge Perkins concluded that since FMB did not authorize the sale of the Debtors' future farm receivables free and clear of its security interest, its security interest continues in the remaining grain proceeds held by the Debtors. The Debtors own approximately 40 acres of livestock pasture land with a small rental house in nearby Berwick. The Debtors operate a corn and soybean farming business as a sole proprietorship, doing business as Brooks Farm, renting as much as 4,000 acres in some years. Beginning in 2012, the Debtors financed their farming operation through a series of loans with FMB. The loans were secured pursuant to a security agreement dated July 16, 2012, which granted FMB a lien on substantially all of their assets, as well as by mortgages on their real estate. In July 2012, the Debtors borrowed $2,800,000 from FMB. FMB perfected its security interest by filing a financing statement on August 2, 2012. The Debtors encountered financial difficulties in 2013, which led to additional borrowing from FMB in subsequent years, placing the Debtors in a highly leveraged position. In December 2015, while awaiting FMB's restructuring of their loans, Anthony, with the encouragement of his FMB loan officer, Adam Stonecipher, sought another source of funding for the 2016 crop inputs, in order to qualify for cash discounts offered by input vendors. On Dec. 29, 2015, Anthony executed a Revenue Based Factoring Agreement with Strategic, a New York company engaged in the business of paying merchants cash for future receivables. Under the Factoring Agreement, the Debtors sold and Strategic purchased all of the Debtors' "future receipts, accounts, contract rights and other obligations arising from or relating to the payment of moneys" from the Debtors' customers, until such time as the "Receipts Purchased Amount," designated to be the sum of $236,250, was paid in full by the Debtors to Strategic. The Receipts Purchased Amount was to be paid over a one-year term, by ACH debit from a bank account designated by the Debtors in 26 bi-weekly payments of $9,086, in exchange for which the Debtors were to receive an immediate cash payment from Strategic in the amount of $175,000. In connection with the transaction, Anthony executed a related Security Agreement and Guaranty granting Strategic a security interest in all accounts, chattel paper, documents, equipment, general intangibles, instruments, and inventory, including after-acquired property and all proceeds. On January 11, 2016, after deducting $1,205 for certain transaction fees, Strategic caused the cash proceeds under the Factoring Agreement of $173,795 to be deposited into the Debtors' operating account at FMB by wire transfer. Strategic perfected its security interest by filing a UCC financing statement on January 12, 2016. The Debtors' loans with FMB were restructured in early March 2016. The Debtors filed a Chapter 11 petition on March 9, 2018. At the time the case was filed, the Debtors' assets included harvested corn valued at $985,500, cattle valued at $101,000 and farm equipment and machinery valued at $583,550. The Debtors filed their disclosure statement and plan on May 13, 2019. Strategic objected to the plan on the basis that it failed to protect its ownership interest in the Debtors' future receivables. On Oct. 11, 2019, after the filing of an amended disclosure statement and plan, the Debtors filed a motion for approval of a compromise reached with Strategic, which was eventually granted on Dec. 9, 2019. FMB's objection to confirmation was ultimately resolved and the third amended plan was confirmed on June 9, 2020. Under the terms of the confirmed plan, which was agreed to by Strategic, the Debtors are obligated to make a new value contribution in the amount of $100,000 allocated to the payment of certain allowed claims. Strategic has an allowed claim in the amount of $144,288.22 to be paid from one or both of two designated sources: (1) the 2018 grain proceeds that are the subject of this adversary proceeding, subject to the judgment of this Court, and (2) up to $25,000 from the new value contribution. Strategic waived all other payment rights. If Strategic prevails in this adversary proceeding, its allowed claim will be paid in full out of the 2018 grain proceeds. If FMB prevails, Strategic will receive a $25,000 payment and nothing more. This adversary proceeding was filed by the Debtors on August 27, 2019, challenging Strategic's claim of an ownership interest in the Debtors' current and future farming receivables and seeking to determine the respective interests of Strategic and FMB in the remaining grain sale proceeds. Strategic filed an answer disputing the Debtors' claims, asserting counterclaims against Anthony and crossclaims against FMB. Both the stipulation entered by Strategic, fixing the amount of its allowed claim and allotting it a portion of the Debtors' new value contribution, as well as the plan modifications made to the treatment of FMB's claims resolving its objection to confirmation of the plan, significantly narrowed the issues. An agreed order dismissing Counts I and II of the Complaint and Strategic's counterclaims against Anthony was entered on Dec. 30, 2019. Both the second and the third crossclaims alleged by Strategic were also subsequently dismissed by order entered Jan. 24, 2020. Left to be decided was Count III of the Complaint concerning the determination of the respective interests of FMB and Strategic with regard to the remaining grain sale proceeds and the First Amended Crossclaim asserted by Strategic against FMB pursuant to section 510(c)(1), requesting the remedy of equitable subordination. According to Judge Perkins, the parties agreed that the primary issue before the Court is whether FMB's security interest in crops and proceeds was terminated on account of the Factoring Agreement between the Debtors and Strategic. Strategic argued that FMB, acting through Adam Stonecipher, impliedly authorized the sale of the Debtors' farm receivables to Strategic, free and clear of its liens. Absent evidence of an express authorization, either written or verbal, of which there is none, Strategic was left to attempt to establish that FMB impliedly authorized the sale to Strategic free and clear of FMB's security interest. Strategic maintains that FMB's refusal to finance the 2016 crop inputs, forcing the Debtors to turn elsewhere, its awareness of the sale to Strategic, coupled with its acquiescence in the use of the operating account for the debited payments, amounted to an implied authorization of the sale free and clear of its lien. In the Court's view, the evidence fell well short of establishing that FMB knowingly consented to the sale of its collateral to Strategic, much less free of its security interest. Although the signed Agreement that Anthony submitted to Strategic initiating this transaction represented that the Debtors' future receivables were being sold free and clear of any security interest, the evidence indicates that FMB was not provided a copy of the agreement and was not otherwise made aware of that contract term. The Court also concluded that Strategic failed to show any misconduct on behalf of FMB, a non-insider creditor, let alone inequitable misconduct of an egregious nature which would warrant equitable subordination of its claim. A lender has the right to protect its own interests; it is not required to put the interests of its customers and the customers' other creditors first. The Court said that though Strategic may have been out of its league making a farm input loan premised, in large part, on the purchase of proceeds from crops to be planted, harvested and sold well into the future, while requiring weekly debt service payments to begin immediately, it is a sophisticated business and could have structured the transaction to ensure its interests in the farm receivables were free and clear of FMB's security interest. By failing to do so, it has no one to blame but itself. A copy of the Court's Opinion dated August 14, 2020 is available at https://bit.ly/2FqTxwE from Leagle.com. About Anthony and Amy Brooks Anthony D. Brooks and Amy J. Brooks sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Ill. Case No. 18-80311) on March 9, 2018. Gordon Gouveia, Esq., at Shaw Fishman Glantz & Towbin LLC, serves as the Debtor's bankruptcy counsel. On March 28, 2018, the United States Trustee appointed an official committee of unsecured creditors, which includes AgPerspective, Riden Farms Supply, Inc. and Herr Petroleum Corp. APEX LINEN: Seeks to Hire JD Merit & Co. as Investment Banker ------------------------------------------------------------- Apex Linen Service, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ JD Merit & Co. as their investment banker, nunc pro tunc to August 14, 2020. Professional services JD Merit will render include: a. providing advice and assistance in connection with defining strategic and financial objectives; b. identifying potential parties to the Transaction; c. recommending an appropriate marketing strategy and subsequently identifying, qualifying and contacting potential financial and strategic counterparties to the Transaction; provided, that JD Merit shall contact only those potential counterparties pre-approved in writing by the the Debtors (each an Approved Transaction Party) and shall maintain a list of Approved Transaction Parties; d. assisting in the preparation of a confidential memorandum describing the the Debtors (a CIM) and related materials for distribution to such parties reviewing financial information, business operations, prospects, and forecasts for future financial results of the Debtors; e. identifying Information, data, and materials necessary and advisable for the due diligence phase of any Transaction; principal responsibility for retaining a virtual data room (VDR) provider, for constructing, maintaining, and managing the VDR, including without limitation maintaining the confidentiality of Information uploaded to the VDR, and for managing user access, including that of Approved Transaction Parties and their advisors and financing sources, to Information, data, and materials residing in the VDR for the term of JDM's engagement; and assistance in promptly retiring the VDR pursuant to the Debtors' directions following the closing of a Transaction or termination of the Retention Agreement. f. assisting with negotiation of the financial terms and structure of the Transaction; and g. organizing discussions to review the progress of each of the foregoing services throughout the Term of the Retention Agreement and providing such additional assistance as may be reasonably requested by the the Debtors in connection with a Transaction. JD Merit will be paid as follows: Engagement Fee: -- If no bids are received, or if the Transaction Value of bids received is less than, or equal, to the value of the secured debt of Apex Linen Service LLC, then the minimum fee shall be $100,000. -- If the Transaction Value is greater than the value of the secured debt of Apex Linen Service LLC, then the fee shall be $200,000 plus 15% of the first $1 million above the value of the secured debt and 10% of the Transaction Value that is above the secured debt plus $1 million. In addition to any fees payable hereunder and regardless of whether or not a Transaction is consummated, the Debtor agrees it is solely responsible for any documented out of pocket expenses reasonably and necessarily incurred in connection with the performance of the Services, with a cap of $15,000. JD Merit is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, and does not represent or hold any interest adverse to the interests of the Debtors' estates with respect to the matters for which it is to be employed. The firm can be reached through: Phillip Cooper JD Merit & Company 1313 Broadway, Suite 350 Tacoma, WA 98402 Tel: (253) 327-1490 About Apex Linen Service Apex Linen Service LLC, a Las Vegas-based company and its affiliates, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11774) on July 6, 2020. In the petitions signed by Chris Bryan, president and authorized representative, Apex Linen Service was estimated to have $10 million to $50 million in both assets and liabilities. Judge Laurie Selber Silverstein presides over the cases. Debtors have tapped Goldstein & McCintock LLLP as their bankruptcy counsel, GlassRatner Advisory & Capital Group LLC as chief restructuring officer, and Stretto as claims and noticing agent. The Debtors also tapped JD Merit & Co. as investment banker. On July 23, 2020, the U.S. Trustee for the District of Delaware appointed an official committee of unsecured creditors in Debtors' cases. The committee is represented by Archer & Greiner, P.C. AREA 51 LAWN: Unsecureds Will Get $40,000 Quarterly Over 4 Years ---------------------------------------------------------------- Area 51 Lawn & Landscaping, LLC, submitted a Combined Plan of Reorganization and Disclosure Statement. The Debtor's Plan is to use the net earnings from business operations to pay creditors. The Debtor intends to: (1) cure the minimal defaults with its secured creditors; (2) pay its secured debt in accordance with the loan documents; and (3) pay unsecured creditors a dividend of $40,000 in escalated quarterly installments over the course of four years beginning one month following the Effective Date. A full-text copy of the Combined Plan of Reorganization and Disclosure Statement dated August 3, 2020, is available at https://tinyurl.com/yx97bq3o from PacerMonitor.com at no charge. Counsel for the Debtor: Ellen M. McDowell McDowell Law, P.C. 46 West Main Street Maple Shade, NJ 08052 Tel: (856) 482-5544 E-mail: emcdowell@mcdowelllegal.com About Area 51 Lawn & Landscaping On Dec. 6, 2019, Area 51 Lawn & Landscaping, LLC, filed a voluntary petition for relief under the Bankruptcy Code (Bankr. D.N.J. Case No. 19-32813). The Debtor is represented by McDowell Law, P.C. ARRAY CANADA: S&P Cuts ICR to CCC on Tight Liquidity; Outlook Neg. ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on Toronto-based specialized in-store (cosmetic/beauty segment) marketing services provider Array Canada Inc. to 'CCC' from 'CCC+'. At the same time, S&P Global Ratings removed all of its ratings on Array from CreditWatch, where they were placed with negative implications March 27. S&P also lowered its issue-level credit rating on the company's first-lien senior secured term loan to 'CCC' from 'CCC+'. Pandemic-related closures continue to pressure Array's revenues and EBITDA for fiscal 2020. The widespread retail closures to contain the spread of the coronavirus continue to pressure Array's operating performance and credit measures. Specifically, the company's year-to-date June 2020 revenues dropped by over 20% compared with the same period last year, which S&P already viewed as underperforming. Even though lockdown measures have now eased and retailers have opened their stores, S&P believes recovery to pre-pandemic levels could be gradual. Retailers will continue to curtail major capital expenditures (capex) on store renovations and overhauls over the next 12 months as store traffic remains weak. "In our opinion, secular weakness in color cosmetics since 2019 has caused Array's key customers to divert their marketing spending to other channels and limiting the frequency of refreshes," S&P said. "Furthermore, as retailers emerge from the pandemic-related disruptions and continue to preserve liquidity, they could invest conservatively on new store openings. Therefore, we believe that pandemic-related retail closures only exacerbated the secular pressures Array was facing and estimate that the company could face sharper year-over-year revenues declines in fiscal 2020 than we previously expected," the rating agency said. Based on its revised assumptions, S&P now forecasts about a 30% drop in year-end 2020 revenues compared with 2019. It also forecasts EBITDA and margins to weaken and debt to EBITDA to remain elevated at about 13x-14x. Considering such high leverage, S&P views Array's capital structure as unsustainable and do not believe the company will be able to materially reduce its elevated leverage absent favorable changes in its business conditions. The rating agency also forecasts tight EBITDA interest coverage of below 1x for the next 12 months. The company faces elevated liquidity and refinancing risks over the next 12 months. Array has successfully enacted several cost-saving and working-capital measures that led to improving EBITDA margins and positive cash flow from working capital for six months ended June 30 2020.However, S&P does not believe these improvements are sufficient to offset the company's tight liquidity. Array drew fully on its revolving credit facility and ended the June 30 quarter with about US$40.5 million of cash. In addition, the company had no availability under its US$30 million accounts receivable facility, of which it has borrowed US$15 million. As a result, S&P believes that, given low levels of forecast EBITDA and potential need to fund working capital requirements (in fourth-quarter 2020 and first-quarter 2021), Array's liquidity could be stressed as the company funds its mandatory fixed charges of interest, capex, and mandatory debt amortization (about US$35 million-US$40 million annually) with internal cash flows and cash on hand over the next 12 months. In addition, Array's revolving credit facility is subject to a springing net leverage ratio test of 7.1x if the revolver drawn exceeds 35%. S&P believes that there is a heightened risk that Array will not be able to comply with the covenant test at year-end 2020 should operations weaken more than forecast, which could lead Array to seek covenant amendments or waivers. Finally, the company's revolver facility matures in February 2022. The current market value of Array's senior secured term loan, trading at 51 U.S cents as of Aug. 31, signals constrained debt market access. Therefore, the rating agency believes the company could experience greater refinancing risks if it faces a higher interest rate or an uncertain credit market environment. Should the company choose to repurchase its debt at its current market value, S&P would view the repurchase as a distressed exchange." Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety "The negative outlook on Array reflects our view of the growing risk of the company's tight liquidity and potential inability to meet its fixed charges -- interest, debt amortization, and minimum capital expenditures -- without external funding," S&P said. "As a result, we forecast a higher probability of nonpayment of interest obligations, a distressed debt exchange, or a restructuring in the next 12 months as pandemic-related pressures lead to declining EBITDA and an unsustainable capital structure," the rating agency said. S&P could lower the ratings on Array Canada if: -- The company faces a liquidity shortfall or breaches its covenants as pandemic-related store closures and secular pressures from key retail customers continue to pressure its EBITDA. -- Given the unsustainable capital structure and debt trading significantly below par, S&P perceives greater refinancing risks or if the company announces its intention to pursue some form of debt restructuring. S&P could revise the outlook to stable or raise its ratings on Array if the company's operating performance improves such that it perceives that the risks concerning covenant breach and liquidity are eased. ARS REI USA: Seeks to Hire Reich Reich as Legal Counsel ------------------------------------------------------- ARS REI USA Corp. seeks authority from the United States Bankruptcy Court for the Southern District of New York to hire Reich Reich & Reich, P.C. as its legal counsel. The firm will provide these services: a. give advice to ARS with respect to its powers and duties as debtor-in-possession in the management of its property; b. negotiate with creditors in working out a plan of reorganization and/or liquidation to take the necessary legal steps in order to culminate the plan; c. prepare on ARS' behalf, as debtor-in-possession, necessary petitions, answers, orders, reports and other legal papers; d. appear before the Bankruptcy Court and to protect ARS' interests before the Bankruptcy Court, and to represent ARS in all matters pending before said Bankruptcy Court; and e. perform such other legal services for ARS, as a debtor-in-possession, that may be necessary in connection with the bankruptcy. The hourly rates charged by the firm are: Lawrence R. Reich, Esq $550 Richard Gertler, Esq. $475 Jeffrey A. Reich, Esq. $450 Peter Barbieri, Esq. $375 Nicholas A. Pasalides, Esq. $350 Legal Assistants $150 Reich received a pre-bankruptcy retainer of $75,000 from the Debtor. The firm and its attorneys do not represent any interest adverse to the Debtor and its bankruptcy estate, according to court filings. The firm can be reached through: Jeffrey A. Reich, Esq. Reich Reich & Reich, P.C. 235 Main Street, 4th Floor White Plains, NY 10601 Tel: (914) 949-2126 Email: jreich@reichpc.com About ARS REI USA Corp. ARS REI USA Corp. is in the business of selling handcrafted jewelry manufactured in Madrin, Spain by ARS REI S.L., exclusively in the United States. ARS REI USA Corp. filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Case No. 20-11937) on August 19, 2020. In the petition signed by Jason McNary, CEO, the Debtor estimated $4,248,640 in assets and $3,904,607 in liabilities. Jeffrey A. Reich, Esq. at Reich Reich & Reich, P.C., represents the Debtor as counsel. ASCENA RETAIL: 13 Stores to Shutter Down in Kansas City ------------------------------------------------------- Andrew Vaupel, writing for Kansas City Business Journal, reports that Ascena Retail Group Inc., the parent company of women's apparel brands including LOFT Outlet and Justice, filed for Chapter 11 bankruptcy protection while announcing a debt restructuring agreement with 68% of its lenders. Eight Kansas City-area locations of Justice are slated to close, the Kansas City Business Journal reported. They are: Independence Commons in Independence; Legends Outlets in Kansas City, Kan.; Oak Park Mall in Overland Park; Olathe Pointe in Leawood; Summit Woods Crossing in Lee’s Summit; Tiffany Springs in Kansas City; Town Center Plaza in Leawood; and Zona Rosa in Kansas City. Only two of the five Lane Bryant stores in the Kansas City area are slated to close in Ascena's first wave of shutterings, according to its bankruptcy filing. The outlet stores in the Legends Outlets and Summit Woods Crossing will close. Of the four LOFT stores in the Kansas City area, only the LOFT Outlet at Summit Fair in Lee's Summit is set to close. There is one Kansas City-area Ann Taylor store -- a factory store at the Legends Outlets, which is not part of the first wave of closings, according to Ascena's bankruptcy filing. There are no Lou & Grey stores in the Kansas City area. The final number of store closings will be determined by lease negotiations with landlords, the company said. This is only the latest in dozens of bankruptcy and closings across the metro. Oak Park Mall has been especially hit hard, losing both its American Girl store and its Microsoft store recently, all in tandem with the coronavirus pandemic. About Ascena Retail Group Ascena Retail Group, Inc. (Nasdaq: ASNA) -- http://www.ascenaretail.com/-- is a national specialty retailer offering apparel, shoes, and accessories for women under the Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus Fashion (Lane Bryant, Catherines and Cacique), and Value Fashion (Dressbarn) segments, and for tween girls under the Kids Fashion segment (Justice). Ascena, through its retail brands, operates ecommerce websites and approximately 2,800 stores throughout the United States, Canada, and Puerto Rico. Ascena Retail reported a net loss of $661.4 million for the fiscal year ended Aug. 3, 2019, a net loss of $39.7 million for the year ended Aug. 4, 2018, and a net loss of $1.06 billion for the year ended July 29, 2017. On July 23, 2020, Ascena Retail Group and its affiliates sought Chapter 11 protection (Bankr. E.D. Va. Case No. 20-33113). As of Feb. 1, 2020, Ascena Retail had $13,690,710,379 in assets and $12,516,261,149 in total liabilities. The Hon. Kevin R. Huennekens is the case judge. The Debtors tapped Kirkland & Ellis LLP and Cooley LLP as bankruptcy counsel, Guggenheim Securities, LLC as financial advisor, and Alvarez and Marsal North America, LLC as restructuring advisor. Prime Clerk, LLC is the claims agent. ASCENA RETAIL: Closes Stores at Charlotte Area Malls ---------------------------------------------------- Catherine Muccigrosso, writing for The Charlotte Observer, reports that a New Jersey retail group's bankruptcy means multiple store closings are coming to Charlotte area malls and shopping centers. Ascena Retail Group's filed for Chapter 11 in the U.S. Bankruptcy Court for the Eastern District of Virginia. The filings include closing more than 1,600 underperforming brick-and-mortar stores, according to national news outlets. The company brands in the Charlotte area include Ann Taylor, Lane Bryant and Justice for Girls. Other brands include LOFT and Lou & Grey. Clearance and sales are underway, as store closings are expected to continue within the next 30 to 60 days, according to Ascena's website. These stores, USA Today first reported, are closing in Charlotte: * Lane Bryant at Northlake Mall in Charlotte and Valley Hills Mall in Hickory. * Ann Taylor Factory Store at Concord Mills. * Justice stores at Charlotte Premium Outlets, Concord Mills, Northlake Mall, Carolina Place Mall in Pineville, Franklin Square in Gastonia, and Valley Hills Mall. * Catherines at Centrum Shopping Center in Pineville and Startown Plaza in Hickory. The list includes 36 store closings across North Carolina. Among those in the Raleigh area are: Catherines and Justice at Crossroads Plaza Shopping Center in Cary; Justice at Streets at Southpoint in Durham; and Justice at Crabtree Valley Mall and Lou & Grey at North Hills in Raleigh. The retail store closing come after malls were shuttered in March because of the novel coronavirus pandemic. Malls were able to reopen in May in North Carolina. In May, the 58-year-old company Pier 1 announced it would close all 450 stores in the U.S. after filing for Chapter 11 bankruptcy. About Ascena Retail Group Ascena Retail Group, Inc. (Nasdaq: ASNA) -- http://www.ascenaretail.com/-- is a national specialty retailer offering apparel, shoes, and accessories for women under the Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus Fashion (Lane Bryant, Catherines and Cacique), and Value Fashion (Dressbarn) segments, and for tween girls under the Kids Fashion segment (Justice). Ascena, through its retail brands, operates ecommerce websites and approximately 2,800 stores throughout the United States, Canada, and Puerto Rico. Ascena Retail reported a net loss of $661.4 million for the fiscal year ended Aug. 3, 2019, a net loss of $39.7 million for the year ended Aug. 4, 2018, and a net loss of $1.06 billion for the year ended July 29, 2017. On July 23, 2020, Ascena Retail Group and its affiliates sought Chapter 11 protection (Bankr. E.D. Va. Case No. 20-33113). As of Feb. 1, 2020, Ascena Retail had $13,690,710,379 in assets and $12,516,261,149 in total liabilities. The Hon. Kevin R. Huennekens is the case judge. The Debtors tapped Kirkland & Ellis LLP and Cooley LLP as bankruptcy counsel, Guggenheim Securities, LLC as financial advisor, and Alvarez and Marsal North America, LLC as restructuring advisor. Prime Clerk, LLC is the claims agent. ASCENA RETAIL: Closes Three Stores in Tri-Cities ------------------------------------------------ Tri-City Herald reports that Tri-Cities (Southeastern Washington) will be losing three retail clothing stores with the bankruptcy of a national chain prompted by the coronavirus pandemic. In the Columbia Center mall in Kennewick, Lane Bryant and Justice will close, according to a list published by USA Today. Catherines, off West Canal Drive at 6501 W. Grandridge Blvd., also is expected to close. Ascena Retail Group, which owns the three stores, filed for Chapter 11 bankruptcy protection in July. It said then that it would be closing a significant number of stores after 30 to 60 days of clearance sales. It had been working to find ways to address debt for two years and was making progress on improving finances before the COVID-19 pandemic disrupted its finances, it said. All Catherines, a plus-size women's clothing store, are closing, Ascena said in a letter to customers posted online. Gift cards can continue to be used at catherines.com, it said. Lane Bryant also sells plus-size women's clothing and Justice sells fashion clothing for preteens. About Ascena Retail Group Ascena Retail Group, Inc. (Nasdaq: ASNA) -- http://www.ascenaretail.com/-- is a national specialty retailer offering apparel, shoes, and accessories for women under the Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus Fashion (Lane Bryant, Catherines and Cacique), and Value Fashion (Dressbarn) segments, and for tween girls under the Kids Fashion segment (Justice). Ascena, through its retail brands, operates ecommerce websites and approximately 2,800 stores throughout the United States, Canada, and Puerto Rico. Ascena Retail reported a net loss of $661.4 million for the fiscal year ended Aug. 3, 2019, a net loss of $39.7 million for the year ended Aug. 4, 2018, and a net loss of $1.06 billion for the year ended July 29, 2017. On July 23, 2020, Ascena Retail Group and its affiliates sought Chapter 11 protection (Bankr. E.D. Va. Case No. 20-33113). As of Feb. 1, 2020, Ascena Retail had $13,690,710,379 in assets and $12,516,261,149 in total liabilities. The Hon. Kevin R. Huennekens is the case judge. The Debtors tapped Kirkland & Ellis LLP and Cooley LLP as bankruptcy counsel, Guggenheim Securities, LLC as financial advisor, and Alvarez and Marsal North America, LLC as restructuring advisor. Prime Clerk, LLC is the claims agent. ASCENA RETAIL: Lou & Grey to Close Pasadena, California Location ---------------------------------------------------------------- Pasadena Now reports that Ascena Retail Group filed for Chapter 11 and announced Lou & Grey at 110 West Colorado Blvd. in Pasadena, California, will be shuttered. The company, which operates Ann Taylor, LOFT, Lou & Grey, Lane Bryant, Justice, Catherines, and Cacique, said it would close approximately 1,100 underperforming stores. "Ann Taylor, LOFT, Lane Bryant, Justice and Lou & Grey have incredibly loyal customers who are at the center of everything we do. These iconic brands have significant long-term potential and we continue to deliver on their mission to provide all women and girls with fashion and inspiration to live confidently every day," Ascena CEO Gary Muto said in a prepared statement about the bankruptcy. Lou & Grey has been described as a tomboyish fusion of active and street wear. The bulk of the closures are Catherines stores — which will shut down amid an intellectual property sale to City Chic — and Justice stores. In bankruptcy court filings, Ascena disclosed that 10 Ann Taylor stores, 28 Ann Taylor Factory stores, nine LOFT stores, 21 LOFT Outlet stores, and eight Lou & Grey stores will close. "This comprehensive restructuring, as well as the actions we are taking to optimize our brand portfolio and store fleet, mark a new start for our company and will allow us to expand our customer-focused strategies across her mobile, online, and store experiences," Muto said. About Ascena Retail Group Ascena Retail Group, Inc. (Nasdaq: ASNA) -- http://www.ascenaretail.com/-- is a national specialty retailer offering apparel, shoes, and accessories for women under the Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus Fashion (Lane Bryant, Catherines and Cacique), and Value Fashion (Dressbarn) segments, and for tween girls under the Kids Fashion segment (Justice). Ascena, through its retail brands, operates ecommerce websites and approximately 2,800 stores throughout the United States, Canada, and Puerto Rico. Ascena Retail reported a net loss of $661.4 million for the fiscal year ended Aug. 3, 2019, a net loss of $39.7 million for the year ended Aug. 4, 2018, and a net loss of $1.06 billion for the year ended July 29, 2017. On July 23, 2020, Ascena Retail Group and its affiliates sought Chapter 11 protection (Bankr. E.D. Va. Case No. 20-33113). As of Feb. 1, 2020, Ascena Retail had $13,690,710,379 in assets and $12,516,261,149 in total liabilities. The Hon. Kevin R. Huennekens is the case judge. The Debtors tapped Kirkland & Ellis LLP and Cooley LLP as bankruptcy counsel, Guggenheim Securities, LLC as financial advisor, and Alvarez and Marsal North America, LLC as restructuring advisor. Prime Clerk, LLC is the claims agent. ASCENA RETAIL: McGuireWoods, King Represent Term Lender Group ------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firms of McGuireWoods LLP and King & Spalding LLP submitted a verified statement that they are representing the Non-RSA Term Lender Group in the Chapter 11 cases of Ascena Retail Group, Inc., et al. In July 2020, certain beneficial holders, or investment advisors, sub-advisers or managers of the account of beneficial holders, of Loans, as defined in and pursuant to that certain that certain Term Credit Agreement, dated as of August 21, 2015, by and among Ascena Retail Group, Inc., AnnTaylor Retail Inc., as subsidiary borrower, certain lenders, and Goldman Sachs Bank USA, as administrative agent, engaged King & Spalding LLP to represent them in connection with the chapter 11 bankruptcy cases of Ascena Retail Group, Inc. and its debtor affiliates. The Non-RSA Term Lender Group subsequently retained McGuireWoods LLP as local counsel to assist in the representation. K&S represents only the Non-RSA Term Lender Group and does not represent or purport to represent any entities other than the Non-RSA Term Lender Group in connection with the Debtors' chapter 11 cases. In addition, the Non-RSA Term Lender Group, both collectively and through its individual members, does not represent or purport to represent any other entities in connection with the Debtors' chapter 11 cases. As of Sept. 10, 2020, members of the Non-RSA Term Lender Group and their disclosable economic interests are: Amount ------ Apex Credit Partners LLC $22,854,467.98 520 Madison Avenue 16th floor New York, NY 10022 Attn: Sarthak Shah DFG Investment Advisers, Inc. $20,350,402.27 747 Third Avenue 38th Floor New York, NY 10017 Attn: Moritz Hilf Insight North America LLC $9,283,032.85 200 Park Avenue 7th Floor New York NY 10166 Attn: John Bluemke Man GLG LLC $9,634,489.94 452 Fifth Avenue 27th floor New York, NY 10018 Attn: Jonathan Newman Medalist Partners $5,389,544.83 Corporate Finance, LLC 8000 Avalon Blvd. Suite 460 Alpharetta, GA 30009 Attn: Jeremy Phipps Mockingbird Credit Partners, LLC $1,285,789.60 3333 Welborn Street Suite 320 Dallas, TX 75219 Attn: Greg Stuecheli Nassau Corporate Credit $15,647,443.78 17 Old Kings Hwy S Darien, CT 06820 Attn: Edward Vietor Pretium Partners LLC $10,645,455.24 810 7th Ave New York, NY 10019 Attn: Eric R. Bothwell Trimaran Advisors, LLC $13,412,448.13 600 Lexington Avenue 7th Floor New York, NY 10022 Attn: Dominick Mazzitelli Wellfleet Credit Partners, LLC $12,168,360.30 8 Sound Shore Drive Greenwich, CT 06830 Attn: Dennis Talley Z Capital Group, L.L.C. $10,278,014.55 1330 Ave. of the Americas 16th Floor New York, NY 10019 Attn: Brian Morrison All of the information contained herein is intended only to comply with Bankruptcy Rule 2019 and is not intended for any other purpose. Nothing contained in this Verified Statement should be construed as a limitation upon, or waiver of, any Non-RSA Term Lender Group member's rights to assert, file and/or amend its claims in accordance with applicable law and any orders entered in the Debtors' chapter 11 cases. The Non-RSA Term Lender Group, through its undersigned counsel, further reserves the right to supplement and/or amend this Verified Statement in accordance with the requirements set forth in Bankruptcy Rule 2019 at any time in the future. Co-Counsel to the Non-RSA Term Lender Group can be reached at: Douglas M. Foley, Esq. Sarah B. Boehm, Esq. MCGUIREWOODS LLP Gateway Plaza 800 East Canal Street Richmond, VA 23219 Telephone: (804)775-1000 Facsimile: (804) 775-1061 Email: dfoley@mcguirewoods.com sboehm@mcguirewoods.com - and - Arthur J. Steinberg, Esq. Michael Collins Rupe, Esq. Paul A. Straus, Esq. Michael R. Handler, Esq. Bobby Gray, Esq. KING & SPALDING LLP 1185 Avenue of the Americas 34th Floor New York, NY 10036 Telephone: (212)556-2100 Facsimile: (212) 556-2222 Email: asteinberg@kslaw.com mrupe@kslaw.com pstraus@kslaw.com mhandler@kslaw.com bgray@kslaw.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/4Pyanr About Ascena Retail Group Ascena Retail Group, Inc. (Nasdaq: ASNA) -- http://www.ascenaretail.com/-- is a national specialty retailer offering apparel, shoes, and accessories for women under the Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus Fashion (Lane Bryant, Catherines and Cacique), and Value Fashion (Dressbarn) segments, and for tween girls under the Kids Fashion segment (Justice). Ascena, through its retail brands, operates ecommerce websites and approximately 2,800 stores throughout the United States, Canada, and Puerto Rico. Ascena Retail reported a net loss of $661.4 million for the fiscal year ended Aug. 3, 2019, a net loss of $39.7 million for the year ended Aug. 4, 2018, and a net loss of $1.06 billion for the year ended July 29, 2017. On July 23, 2020, Ascena Retail Group and its affiliates sought Chapter 11 protection (Bankr. E.D. Va. Case No. 20-33113). As of Feb. 1, 2020, Ascena Retail had $13,690,710,379 in assets and $12,516,261,149 in total liabilities. The Hon. Kevin R. Huennekens is the case judge. The Debtors tapped Kirkland & Ellis LLP and Cooley LLP as bankruptcy counsel, Guggenheim Securities, LLC as financial advisor, and Alvarez and Marsal North America, LLC as restructuring advisor. Prime Clerk, LLC is the claims agent. ASCENA RETAIL: Milbank, Whiteford Represent Term Lender Group ------------------------------------------------------------- In the Chapter 11 cases of Ascena Retail Group, Inc., et al., the law firms of Milbank LLP and Whiteford, Taylor & Preston, L.L.P submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that they are representing the Ad Hoc Group of Term Loan Lenders. In July 2019, the Ad Hoc Group retained Milbank as counsel. From time to time thereafter, certain holders of Term Loans have joined the Ad Hoc Group. In July 2020, the Ad Hoc Group retained Whiteford Taylor as Virginia counsel. Counsel represents the Ad Hoc Group and does not represent or purport to represent any entities other than the Ad Hoc Group in connection with the Debtors' chapter 11 cases. In addition, neither the Ad Hoc Group nor any member of the Ad Hoc Group represents or purports to represent any other entities in connection with the Debtors' chapter 11 cases. As of Sept. 4, 2020, members of the Ad Hoc Group and their disclosable economic interests are: Term Loans ---------- ArrowMark Partners $24,788,719.35 100 Fillmore Street Suite 325 Denver, CO 80206 Bain Capital Credit, LP $166,211,308.95 200 Clarendon Street Boston, MA 02116 Bardin Hill Investment Partners LP $27,110,179.57 299 Park Avenue, 24th Floor New York, NY 10171 Clybourn Street Capital LLC $92,706,777.28 c/o Sycamore Partners 9 West 57th Street, 31st Floor New York, NY 10019 Credit Value Partners, LP $19,809,989.31 49 West Putnam Avenue Greenwich, CT 06830 Dauphin Funding, LLC $46,257,788.87 201 Rouse Boulevard 3rd Floor Philadelphia, PA 19112 Eaton Vance Management $72,938,798.06 2 International Place Boston, MA 02110 First Eagle Investment Management $21,308,992.95 1345 Avenue of the Americas 48th Floor New York, NY 10105 FS Global Credit Opportunities Fund $4,466,902.26 201 Rouse Boulevard, 3rd Floor Philadelphia, PA 19112 Greywolf Loan Management, LP $18,011,011.39 4 Manhattanville Road, Suite 201 Purchase, NY 10577 Hotchkis & Wiley Capital Management, LLC $27,065,727.53 601 South Figueroa Street, 39th Floor Los Angeles, CA 90017 LCM Asset Management LLC $54,451,999.67 399 Park Avenue, 22nd Floor New York, NY 10022 Lion Point Capital, LP $73,460,916.89 250 West 55th Street, 33rd Floor New York, NY 10019 Lonestar Capital Management, LLC $18,187,184.69 3000 Sand Hill Road, Building #1 Suite 240 Menlo Park, CA 94025 MJX Asset Management LLC $29,365,265.69 12 East 49th Street, 38th Floor New York, NY 10017 Monarch Alternative Capital LP $242,973,031.04 535 Madison Avenue, 26th Floor New York, NY 10022 Octagon Credit Investors, LLC $35,352,275.68 250 Park Avenue, 15th Floor New York, NY 10177 Shenkman Capital Management, Inc. $16,112,021.09 461 Fifth Avenue, 22nd Floor New York, NY 10017 Trinitas Capital Management, L.P. $14,308,606.10 200 Crescent Court Suite 1175 Dallas, TX 75201 WhiteStar Asset Management, LLC $1,991,143.13 200 Crescent Court Suite 1175 Dallas, TX 75201 Nothing contained in this Verified Statement should be construed as a limitation upon, or waiver of, any rights of any member of the Ad Hoc Group to assert, file, and/or amend any claim or proof of claim filed in accordance with applicable law and any orders entered in these cases. The information contained herein is provided only for the purpose of complying with Bankruptcy Rule 2019 and is not intended for any other use or purpose. Counsel reserves the right to amend this Verified Statement as may be necessary in accordance with the requirements set forth in Bankruptcy Rule 2019. Co-Counsel to the Ad Hoc Group of Term Loan Lenders can be reached at: Corey S. Booker, Esq. Vernon E. Inge, Jr., Esq. Christopher A. Jones, Esq. WHITEFORD, TAYLOR & PRESTON, L.L.P. Two James Center 1021 E. Cary Street, Suite 1700 Richmond, VA 23219 Telephone: (804) 977-3300 Facsimile: (804) 977-3299 E-mail: cbooker@wtplaw.com vinge@wtplaw.com cjones@wtplaw.com - and - Dennis F. Dunne, Esq. Evan R. Fleck, Esq. Alan J. Stone, Esq. Abigail L. Debold, Esq. MILBANK LLP 55 Hudson Yards New York, NY 10001 Telephone: (212) 530-5000 Facsimile: (212) 530-5219 E-mail: ddunne@milbank.com efleck@milbank.com astone@milbank.com adebold@milbank.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/n4pwqc About Ascena Retail Group Ascena Retail Group, Inc. (Nasdaq: ASNA) -- http://www.ascenaretail.com/-- is a national specialty retailer offering apparel, shoes, and accessories for women under the Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus Fashion (Lane Bryant, Catherines and Cacique), and Value Fashion (Dressbarn) segments, and for tween girls under the Kids Fashion segment (Justice). Ascena, through its retail brands, operates ecommerce websites and approximately 2,800 stores throughout the United States, Canada, and Puerto Rico. Ascena Retail reported a net loss of $661.4 million for the fiscal year ended Aug. 3, 2019, a net loss of $39.7 million for the year ended Aug. 4, 2018, and a net loss of $1.06 billion for the year ended July 29, 2017. On July 23, 2020, Ascena Retail Group and its affiliates sought Chapter 11 protection (Bankr. E.D. Va. Case No. 20-33113). As of Feb. 1, 2020, Ascena Retail had $13,690,710,379 in assets and $12,516,261,149 in total liabilities. The Hon. Kevin R. Huennekens is the case judge. The Debtors tapped Kirkland & Ellis LLP and Cooley LLP as bankruptcy counsel, Guggenheim Securities, LLC as financial advisor, and Alvarez and Marsal North America, LLC as restructuring advisor. Prime Clerk, LLC is the claims agent. ASCENA RETAIL: Seeks to Hire A&G Realty as Real Estate Advisor -------------------------------------------------------------- Ascena Retail Group, Inc. and affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire A&G Realty Partners, LLC, as real estate consultant and advisor. The Debtors require A&G Realty to: a. consult with the Debtors to discuss the Debtors' goals, objectives, and financial parameters in relation to certain of the Debtors' Leases; b. provide the Debtors ongoing advice and guidance related to individual financial and non-financial lease restructuring opportunities and risks, and guidance based upon the Debtors' goals and objectives as determined from time-to-time; c. review the Debtors' Lease abstracts and provide a real estate assessment by major landlord to enhance rent restructurings; d. assess and assist the Debtors in designing a lease mitigation strategy and a real estate restructure action plan; e. continue to assist The Dress Barn in negotiations with third-party landlords in connection with Lease Terminations; f. coordinate with and assist the Debtors' in-house real estate team to work through defaults and landlord settlements; g. set up a tracking system to deal with defaults, rent restructures and rent deferrals; h. assist the Debtors in developing and implementing a strategic communication plan with the landlords of the Leases (collectively, the Landlords and, individually, a Landlord); i. otherwise reasonably assist the Debtors and its other restructuring professionals with the Debtors' lease strategy; j. negotiate with Landlords on behalf of the Debtors to obtain Lease Modifications; k. if requested by the Debtors, negotiate with Landlords on behalf of the Debtors to obtain Early Termination Rights acceptable to Company; l. if requested by the Debtors, market the Leases designated by the Debtors for sales in a manner and form as determined between A&G and the Debtors and assist the Debtors with Lease Sales; and m. report on a regular basis to the Debtors regarding the status of the Services. A&G shall be compensated as follows: a. Early Termination Rights - For each Early Termination Right obtained by A&G on behalf of the Debtors, A&G shall earn and be paid a fee of one-quarter (1/4) of one month's Gross Occupancy Cost per Lease. b. Monetary Lease Modifications - For each Monetary Lease Modification obtained by A&G on behalf of the Debtors, A&G shall earn and be paid three percent of the Occupancy Cost Savings per Lease; provided, however, if the Monetary Lease Modification is a reduction in Lease term, then A&G shall earn and be paid a fee in the amount of two percent (2%) of the Occupancy Cost Savings per Lease. c. Non-Monetary Lease Modifications - For each Non-Monetary Lease Modification obtained by A&G on behalf of the Debtors, A&G shall earn and be paid a fee of seven hundred and fifty dollars ($750) per Lease. d. Lease Sales - For each Lease Sale obtained by A&G on behalf of the Debtors, A&G shall earn and be paid a fee of four percent of the Gross Proceeds. e. Landlord Consents - If requested by the Debtors, for each Landlord Consent obtained by A&G to extend the Debtors' time to assume or reject a Lease as a part of the Debtors' chapter 11 cases, A&G shall earn and be paid a fee in the amount of three hundred dollars ($300) per Lease. Emilio Amendola, co-president of A&G, assured the court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. A&G Realty can be reached at: Emilio Amendola A&G Realty Partners, LLC 445 Broadhollow Road, Suite 410 Melville, NY 11747 Tel: (631) 420-0044 Fax: (631) 420-4499 About Ascena Retail Group Ascena Retail Group, Inc. (Nasdaq: ASNA) is a national specialty retailer offering apparel, shoes and accessories for women under the Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus Fashion (Lane Bryant, Catherines and Cacique), and Value Fashion (Dressbarn) segments, and for tween girls under the Kids Fashion segment (Justice). Ascena Retail Group, through its retail brands, operates e-commerce websites and approximately 2,800 stores throughout the United States, Canada and Puerto Rico. Visit http://www.ascenaretail.comfor more information. Ascena Retail Group reported a net loss of $661.4 million for the fiscal year ended Aug. 3, 2019, a net loss of $39.7 million for the year ended Aug. 4, 2018, and a net loss of $1.06 billion for the year ended July 29, 2017. On July 23, 2020, Ascena Retail Group and its affiliates sought Chapter 11 protection (Bankr. E.D. Va. Case No. 20-33113). As of Feb. 1, 2020, Ascena Retail Group had $13,690,710,379 in assets and $12,516,261,149 in total liabilities. The Hon. Kevin R. Huennekens is the case judge. Debtors have tapped Kirkland & Ellis LLP, Kirkland & Ellis International LLP and Cooley LLP as bankruptcy counsel, Guggenheim Securities, LLC as financial advisor, and Alvarez and Marsal North America, LLC as restructuring advisor. Prime Clerk, LLC is the claims agent. ASCENA RETAIL: Seeks to Hire Malfitano Advisors as Advisor ---------------------------------------------------------- Ascena Retail Group, Inc. and affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Malfitano Advisors, LLC as their retail restructuring advisor and consultant, effective as of July 23, 2020. The Debtors require Malfitano to: a) assist the Debtor in connection with its business response to the COVID19 outbreak, including strategic plan for restructuring or terminating any brand leases (including rent waiver and deferral strategy); b) review and advise with respect to issues associated with any planned closures, including timing and coordination; c) assist the Debtor in the preparation and launch of any store closing or clearance event; d) review bid proposals and assisting in negotiations with the various parties to ensure recoveries are maximized; e) assist in the documentation of transactions involving the liquidation of inventory; f) assist the Debtor and any external real estate firms in negotiations with third-party landlords in connection with lease negotiations and store closings; g) monitor the conduct and results of any third party selected to liquidate any inventory and fixed assets; h) managing the Debtor's business relationship with any third-party liquidation Debtor or external real estate firm(s); and i) attend meetings as requested, with the Debtors, their lenders, the official committee of unsecured creditors, any other official or unofficial committee of creditors that may be appointed, potential investors, and other parties in interest. Malfitano will be compensated based on a fixed monthly fee equal to $65,000 per month. Joseph A. Malfitano, founder and managing member of Malfitano Advisor, assures the court that the firm does not hold any interest materially adverse to the Debtors' estates, has no connection with the Debtors, their creditors, equity security holders, or related parties, and is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code. The firm can be reached through: Joseph A. Malfitano Malfitano Advisors, LLC 747 Third Avenue, 2nd Floor New York, NY 10017 Tel: (646) 776-0155 E-mail: info@malfitanopartners.com About Ascena Retail Group Ascena Retail Group, Inc. (Nasdaq: ASNA) is a national specialty retailer offering apparel, shoes and accessories for women under the Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus Fashion (Lane Bryant, Catherines and Cacique), and Value Fashion (Dressbarn) segments, and for tween girls under the Kids Fashion segment (Justice). Ascena Retail Group, through its retail brands, operates e-commerce websites and approximately 2,800 stores throughout the United States, Canada and Puerto Rico. Visit http://www.ascenaretail.comfor more information. Ascena Retail Group reported a net loss of $661.4 million for the fiscal year ended Aug. 3, 2019, a net loss of $39.7 million for the year ended Aug. 4, 2018, and a net loss of $1.06 billion for the year ended July 29, 2017. On July 23, 2020, Ascena Retail Group and its affiliates sought Chapter 11 protection (Bankr. E.D. Va. Case No. 20-33113). As of Feb. 1, 2020, Ascena Retail Group had $13,690,710,379 in assets and $12,516,261,149 in total liabilities. The Hon. Kevin R. Huennekens is the case judge. Debtors have tapped Kirkland & Ellis LLP, Kirkland & Ellis International LLP and Cooley LLP as bankruptcy counsel, Guggenheim Securities, LLC as financial advisor, and Alvarez and Marsal North America, LLC as restructuring advisor. Prime Clerk, LLC is the claims agent. ASCENA RETAIL: Set to Close Store in Southgate Mall in Missoula, MT ------------------------------------------------------------------- NBC Montana News reports that the Lane Bryant in Missoula, Montana's Southgate Mall will be one of more than 150 of the stores to close after parent company Ascena Retail Group filed for bankruptcy. The retail group, which includes Lane Bryant, Ann Taylor Loft, Catherines, Lou & Grey and Cacique filed for Chapter 11 bankruptcy. The parent company owns more than 2,800 stores nationwide, and its bankruptcy filing noted that a "significant number" of those stores will close. About Ascena Retail Group Ascena Retail Group, Inc. (Nasdaq: ASNA) -- http://www.ascenaretail.com/-- is a national specialty retailer offering apparel, shoes, and accessories for women under the Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus Fashion (Lane Bryant, Catherines and Cacique), and Value Fashion (Dressbarn) segments, and for tween girls under the Kids Fashion segment (Justice). Ascena, through its retail brands, operates ecommerce websites and approximately 2,800 stores throughout the United States, Canada, and Puerto Rico. Ascena Retail reported a net loss of $661.4 million for the fiscal year ended Aug. 3, 2019, a net loss of $39.7 million for the year ended Aug. 4, 2018, and a net loss of $1.06 billion for the year ended July 29, 2017. On July 23, 2020, Ascena Retail Group and its affiliates sought Chapter 11 protection (Bankr. E.D. Va. Case No. 20-33113). As of Feb. 1, 2020, Ascena Retail had $13,690,710,379 in assets and $12,516,261,149 in total liabilities. The Hon. Kevin R. Huennekens is the case judge. The Debtors tapped Kirkland & Ellis LLP and Cooley LLP as bankruptcy counsel, Guggenheim Securities, LLC as financial advisor, and Alvarez and Marsal North America, LLC as restructuring advisor. Prime Clerk, LLC is the claims agent. ASI CAPITAL: Seeks to Hire BKD LLP to Prepare Tax Returns --------------------------------------------------------- ASI Capital, LLC, seeks authority from the United States Bankruptcy Court for the District of Colorado to hire BKD, LLP to prepare its consolidated federal and state tax returns for the year 2019. The professional services for which ASIC desires to employ BKD include, without limitation, preparing the following 2019 tax returns: Federal Form1065, Colorado Form CO 106, Illinois Form IL-1065, Indiana Form IT-65, and Ohio Form IT 4708. The current hourly rates for the professionals who may be expected to work on this case are: Partner, Managing Director $375 to $480 Director, Senior Manager $235 to $400 Manager and Associate $155 to $235 BKD is "disinterested" as such term is defined in 11 U.S.C. Sec. 101(14) and has no connection with the Debtor, its creditors or any other party in interest, or their respective attorneys, and does not represent any interest adverse to Debtor and its estate, according to court filings. The firm can be reached through: David S. Mason BKD, LLP 1801 California Street, Suite 2900 Denver, CO 80202-2606 Phone: 303-861-4545 Fax: 303-832-5705 About ASI Capital ASI Capital Income Fund is an investment company as defined in 15 U.S.C. Section 80a-3. ASICIF holds interests in a number of investments, including interests in hotels. ASI Capital Income Fund, LLC, and ASI Capital LLC filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankt. D. Colo. Lead Case No. 20-14066) on June 15, 2020. The petitions were signed by Ryan C. Dunham, CEO, Convergence Group. At the time of filing, the each Debtor estimated $10 million to $50 million in both assets and liabilities. John Cardinal Parks, Esq. at LEWIS BRISBOIS BISGAARD & SMITH, LLP represents the Debtor as counsel. ASOCIACION DE PROPIETARIOS: PRASA objects to Disclosure Statement ----------------------------------------------------------------- Creditor Autoridad de Acueductos y Alcantarrillados ("PRASA") has filed an objection to the Amended Disclosure Statement. The Debtor supplemented the Amended Disclosure Statement, and it addressed these creditor's concerns. Nevertheless, PRASA raise additional and new issues with corresponding answers as stated: a. ARGUMENT: Discrepancies as to amount of the account receivable listed, and the amount disclosed in the liquidation value; and Debtor's failure to prosecute collection actions (paragraphs 7, 8, 9 and 10 of the Objection). ANSWER: The Debtor concedes that the total amount listed for account receivable is $265,471.23, and yet pursuant to liquidation analysis is $ $17,769. Debtor explained said discrepancies during the 341 meeting of creditors: many apartments are vacant, subject to foreclosure, and encumbered by extensive property tax debts. b. ARGUMENT: The Debtor has failed to include information as to the reserved fund ANSWER: There is no reserve fund. Proceed from HOA fees has been used to repair elevators and to solve the problem within the building as the one that caused the debt with PRASA. The Debtor keeps an ending balance near 5% of the yearly budget in lieu of reserve fund to comply with LAW. c. ARGUMENT: Ending balances of the monthly operating report warrant the at the creditors be paid in full ANSWER: Ending balance is not the same as monthly income. The closing balance is the positive or negative amount remaining in an account at the conclusion of an accounting period. Once all of the transactions that debtor needs to record for that period are entered in an account, the debtor will be left with a closing balance. d. The Debtor does not disclose why a "derrama" has not been ordered to fund the Plan ANSWER: Owners do not have the capacity to pay more. Very few owners can comply with HOA fees. Rental income is not available at this time for the apartment owners: very few can comply with basic expense. Attorney for Debtor: GLORIA M. JUSTINIANO Ensanche Martinez, 8 Ramirez Silva St. Mayagüez, PR 00680 Tel: (787) 222-9272 E-mail: justinianolaw@gmail.com About Asociacion De Propietarios Condominio Radio Centro Asociacion De Propietarios Condominio Radio Centro sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 19-02202) on April 23, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $100,000 and liabilities of less than $500,000. Gloria Justiniano Irizarry, Esq., at Justiniano's Law Office, is the Debtor's counsel. ATHEROTECH INC: Mintz Properly Advised About Payments, Judge Says ----------------------------------------------------------------- Law360 reports that an Alabama federal judge found Mintz provided a now-bankrupt diagnostic lab sufficient warning in 2011 that its business practices could run afoul of federal law, saying an exact risk assessment was unnecessary. U.S. District Court Judge Annemarie Carney Axon dismissed malpractice claims against Mintz Levin Cohn Ferris Glovsky & Popeo PC by the bankruptcy trustee for Atherotech Inc., saying that given the law on the subject was unsettled at the time, it was sufficient to warn the company that it ran some degree of risk of legal action. About Atherotech Inc. Atherotech's main asset is its VAP cholesterol test, which is licensed out of the University of Alabama at Birmingham. Atherotech Inc. filed for Chapter 7 bankruptcy protection (Bankr. N.D. Ala. Case No. 16-00909) on March 4, 2016. Atherotech Holdings, Inc., simultaneously filed a separate Chapter 7 petition (Bankr. N.D. Ala. Case No. 16-00910). Atherotech listed less than $50,000 in assets and between $50,000 and $100 million in liabilities in its petition, the report said. The Hon. Tamara O Mitchell presides over the case. Lee Benton -- lbenton@bcattys.com -- of Benton & Centeno LLP, serves as its bankruptcy counsel. AVAYA INC: S&P Rates New $750MM Senior Secured Notes 'B' -------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level and '3' recovery ratings to Santa Clara, Calif.-based Avaya Inc.'s proposed $750 million senior secured notes due 2028. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a default. S&P's 'B' issue-level and '3' recovery ratings on Avaya's existing senior secured debt tranche (term loan B: $1.874 billion expected balance at close) are unchanged. The 'CCC+' issue-level and '6' recovery ratings on Avaya Holdings Corp.'s $350 million 2.25% senior unsecured convertible notes due 2023 are also unchanged. All of S&P's other ratings on Avaya are unchanged. The outlook is stable. The transaction is leverage neutral. Avaya plans to use the proceeds of the secured notes (net of fees) to repay about $750 million of its term loan B due 2024. The issuance improves its debt maturity profile by extending the maturity of a portion of its outstanding debt to 2028 from 2024. "We maintain our view that ongoing remote working trends arising from the COVID-19 pandemic, along with the recent launch of the Avaya Cloud Office product from its RingCentral partnership, provide the company opportunities to increase its user base over the near term. Whereas our prior forecast had expected revenue declines in the mid-single-digit percent area in fiscal year 2020, we now view this more favorably and expect revenue declines of about 1%," S&P said. "With the improved revenue outlook and operating costs running lower than expected from COVID-19-affected activities, we expect leverage to be about 6x in 2020, compared to the mid-6x area as indicated in our June 2020 full analysis on Avaya Holdings Corp. We expect leverage will improve in 2021 to the high-5x area," the rating agency said. On the other hand, S&P now expects free operating cash flow (FOCF) to be materially negative over the next three years, in contrast to its prior expectation for FOCF of nearly $65 million in 2021, though the rating agency attributes a large portion of this to accounting-related items (e.g., RingCentral prepayment), as well as a shift to subscription pricing and the associated change in customer billing, and the rating agency does not necessarily view this as a weakening of Avaya's financial risk metrics. Over the past couple of quarters, Avaya has introduced a subscription pricing model to its customers, in addition to the launch of its ACO product. S&P believes the subscription offering will lead to a favorable revenue mix shift away from the company's legacy license and maintenance model. Given the new accounting standards introduced by Accounting Standards Codification 606, S&P does not expect Avaya's transition to a subscription model to be as disruptive to revenue and EBITDA as what other software providers have experienced in recent years. Avaya's subscription product has a term license component that is recognized as revenue in year one, similar to the sale of a perpetual license. Cash will now become more ratably collected as opposed to large up-front payments from the sale of its perpetual licenses. S&P expects this will contribute to material negative working capital in the initial years as it transitions. Furthermore, in conjunction with its partnership with RingCentral, Avaya received a $375 million prepayment representing future ACO product revenue. Avaya will earn this payment as customers sign onto the ACO product and it delivers services. As this cash has already been collected, this will contribute to material negative working capital over the next few years until the balance has been fully recognized as revenue. Adjusting for the impact of this particular element, S&P expects FOCF to be positive. Avaya had a cash balance of $742 million as of June 30, 2020, with a preferred minimum cash operating balance of about $350 million. Normalizing for the ACO prepayment and associated revenue and cash collection mismatch, S&P expects Avaya's cash balance to be about $350 million in fiscal years 2020 and 2021 and to rise thereafter (assuming no shareholder returns). S&P believes Avaya has sufficient liquidity to absorb the expected three years of material negative working capital arising from the transition to subscription pricing and the sale of the nascent ACO product. Avaya's $300 million asset-based lending facility also provides additional sources of liquidity, though availability on this fluctuates depending on Avaya's assets (inventory and account receivables), and it is currently not fully available. S&P continues to view Avaya's liquidity as adequate. BEATRICE REALTY: Unsecureds Will Get 54% of Claims in Plan ---------------------------------------------------------- Steven Ablitt, submitted a Disclosure Statement for Beatrice Realty Group, LLC. The Plan classifies general unsecured creditors are classified as Class 2, and each will receive a distribution of 54% of their allowed claims, distributed as follows: * A payment of $1,541 made to United Business Machines, within five business days of the Effective Date of the Plan; * A payment of $9,375 within 15 business days of the Effective Date of the Plan; * Seven payments each in the amount of $9,375, to be made to be made quarterly, commencing no later than 95 days after the Effective Date; * 11 payments of $14,583 each, commencing no later than 725 days after the Effective Date; * A final payment in the amount of $14,587 to be made no later than 1715 days after the Effective Date; and * The Debtor may make the required payments to the Class 2 holders of Allowed Claims prior to the dates set forth. The Debtor estimates that the holders of Allowed Class 2 claims will receive a distribution of approximately 43% of the Allowed Claims. Class 2 Steven Ablitt and Bay State Homes Priority unsecured claims totaling $583,267 are impaired. Total payments of $250,000. One payment of $9,375 within five business days of the Effective Date of Plan. Seven payments of $9,375 to be made quarterly commencing no later the 95 days after the Effective Date of Plan. Eleven payments of $14,583 each, commencing no later the 725 days after the Effective Date of Plan. One payment of $14,587 to be made no later than 1,715 days after the Effective Date. Class 3 Equity interest holders are impaired. Pre-Petition equity interests will be canceled and hold no value under the Plan. Reorganized Debtor's excess income, from every source, will be used to fund the Plan, as well as some capital contributions made by Steven Ablitt or successors and assigns. A full-text copy of the Disclosure Statement dated August 1, 2020, is available at https://tinyurl.com/y3osxazt from PacerMonitor.com at no charge. About Beatrice Realty Group Beatrice Realty Group, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-12552) on July 29, 2019. 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. The Law Office of Joseph G. Butler is the Debtor's counsel. BIG RIVER: S&P Rates New $875MM Senior Secured Notes 'B' -------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '4' recovery rating to U.S.-based steel producer Big River Steel LLC and BRS Finance Corp.'s proposed $875 million senior secured notes due 2029. The '4' recovery rating indicates S&P's expectation for average (30%-50%; rounded estimate: 40%) recovery in the event of a payment default. The company plans to use the proceeds from the proposed bonds to pay off the remaining balance on its term loan B due 2023 and call its $600 million senior secured notes due 2025. Issue Ratings--Recovery Analysis Key analytical factors -- S&P has assigned a 'B' issue-level rating and '4' recovery rating to Big River's proposed $875 million senior secured notes due 2029. -- The '4' recovery rating indicates its expectation for average (30%-50%; rounded estimate: 40%) recovery in the event of a conventional payment default. -- S&P assumes reorganization (rather than asset liquidation) would maximize recoveries for creditors, so its analysis contemplates a gross valuation of approximately $1.0 billion, reflecting about $185 million of emergence EBITDA and a 5.5x multiple. -- The $185 million emergence EBITDA incorporates S&P's standard recovery assumptions for minimum capital expenditure (at about 2.0% of sales) and S&P's standard 15% cyclicality adjustment for issuers in the metals and mining downstream sector. S&P also applies a 20% operational adjustment, given its view that the difference between Big River's actual EBITDA (based on an average annual run rate of about $200 million) and its default EBITDA proxy (about $134 million) is materially greater than the typical discount relative to its similarly rated peers. The 5.5x multiple is in line with the multiples S&P assigns to other companies in the metals and mining downstream sector. -- S&P's recovery analysis also assumes that, in a hypothetical bankruptcy scenario, Big River will have drawn about 60% of the commitment amount under its ABL facility (net of letters of credit;--approximately $215 million) at default. Simulated default assumptions -- S&P bases its simulated default scenario on a default in 2023, following continued weakness across the company's key end markets, including auto, electrical power, and infrastructure and energy, as well as general weakness in global steel markets. This results in prolonged lower metal margins and negative cash flows. At the same time, material construction delays or cost overruns not met with an additional equity infusion could pressure Big River's liquidity. -- Year of default: 2023 -- Emergence EBITDA: $185 million -- EBITDA multiple: 5.5x -- Gross recovery value: $1.0 billion Simplified waterfall -- Net recovery value for waterfall after 5% administrative expenses: $965 million -- Obligor/nonobligor valuation split: 100%/0% -- Priority claims (ABL borrowings): $215 million -- Total value available to senior secured noteholders: $750 million -- Estimated senior secured debt claims: $1.7 billion -- Recovery expectation: 30%-50% (rounded estimate: 40%) -- S&P's estimated claim amounts include approximately six months' accrued but unpaid interest. BILLINGS LODGE: Committee Seeks to Hire Patten Peterman as Counsel ------------------------------------------------------------------ The official committee of unsecured creditors of Billings Lodge, No. 394, Benevolent and Protective Order of Elks of United States of America, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Montana to retain Patten, Peterman, Bekkedahl & Green, PLLC, as its counsel. Patten Peterman will provide general counseling and representation before the Bankruptcy Court in connection with this case. Patten Peterman will be paid at these hourly rates: James A. Patten, attorney $350 Molly S. Considine, attorney $250 Attorneys $175 to $350 Paralegals $120 to $160 Patten Peterman will also be reimbursed for reasonable out-of-pocket expenses incurred. James A. Patten, partner of Patten Peterman Bekkedahl & Green, 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 does not represent any interest adverse to the Debtor and its estates. Patten Peterman can be reached at: James A. Patten, Esq. Molly S. Considine, Esq. PATTEN PETERMAN BEKKEDAHL & GREEN, P.L.L.C. 2817 2nd Avenue North, Ste. 300 Billings, MT 59103-1239 Tel: (406) 252-8500 Fax: (406) 294-9500 E-mail: apatten@ppbglaw.com mconsidine@ppbglaw.corr About Billings Lodge No. 394 Billings Lodge, No. 394, Benevolent and Protective Order of Elks of United States of America, Inc. is a tax-exempt civic and social organization. Elk Lodge is a Billings, Montana-based fraternal organization that hosts various civic events and social gatherings like wedding receptions, meetings, and other functions. Billings Lodge filed a voluntary Chapter 11 bankruptcy petition (Bankr. D. Mon. Case No. 20-10110) on June 5, 2020. The petition was signed by Jeffery R. Isom, exalted ruler. At the time of the filing, Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Debtor has tapped Felt Martin PC as counsel; Heidi Giem of Paigeville Accounting, LLC as accountant; and David Goodridge with Real Estate by Hamwey as its real estate broker. The Office of the U.S. Trustee appointed a committee of unsecured creditors on July 23, 2020. The committee is represented by Patten, Peterman, Bekkedahl & Green, PLLC. BJ SERVICES: Plan to Sent to Creditors for Voting ------------------------------------------------- Bloomberg News reported Sept. 12, 2020, that BJ Services Inc. won conditional court approval of its combined bankruptcy plan and disclosure statement, allowing the bankrupt oilfield services company to seek votes on the Chapter 11 plan. The amended plan filed Friday would resolve BJ Services' funded debt obligations and appoint a trustee to wind down its business and settle claims. Administrative and priority claims would be paid in full. The plan would be less costly than a Chapter 7 liquidation, the company said in its filing. Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas signed an order conditionally approving the plan. In July, BJ Services won approval of bid procedures and sales hearing for the sale of co.'s next-generation fracturing pump platform along with other assets and also its cementing business. Stalking horse bidder for the fracturing pump platform and other assets is one of The company's equity sponsors, CSL Capital Management LP, with bid of $30 million. About BJ Services BJ Services, LLC and its affiliates -- https://www.bjservices.com/ -- are providers of pressure pumping and oilfield services for the petroleum industry. Headquartered in Tomball, Texas, the Debtors operate through two segments, hydraulic fracturing and cementing. The Debtors primarily serve customers in upstream North American oil and natural gas shale basins in the completion of new wells and in remedial work on existing wells. BJ Services and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33627) on July 20, 2020. In the petition signed by CEO Warren Zemlak, the Debtor was estimated to have assets at $500 million to $1 billion and $500 million to $1 billion in debt. The cases are assigned to Judge Marvin Isgur. The Debtors tapped Joshua A. Sussberg, P.C., at Kirkland & Ellis LP; Christopher T. Greco, P.C., at Kirkland & Ellis International LP; Samantha G. Lawrence, Esq., and Joshua M. Altman, Esq., as their general bankruptcy counsel. The Debtors tapped Jason S. Brookner, Esq., Paul D. Moak, Esq., Amber M. Carson, Esq., at Gray Reed & McGraw LLP as their co-bankruptcy counsel. Ankura Consulting Group, LLC, is the financial advisor. Mr. Anthony Schnur of Ankura Consulting Group, LLC, is the Debtors' CRO. BLACK DOG CHICAGO: Taps Tailwind Services as Plan Monitor --------------------------------------------------------- Black Dog Chicago, LLC, seeks permission from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Gregg Szilagyi and Tailwind Services, LLC, as its third party post-confirmation plan monitor. The Debtor has filed its Third Amended Plan of Reorganization which offers to pay creditors 100 percent of what they are owed, along with its Third Amended Disclosure Statement. The Debtor seeks authority, pursuant to section 327(a) of the Bankruptcy Code, to employ Tailwind as Third Party Plan Monitor to have real time access to both the Debtor and Subsidiaries' bank accounts in order to monitor payments under the Plan and to report to the Court and parties in interest in the event of improper distributions to Amit Gauri or other insiders. Compensation to Tailwind will consist of monthly payments of $5,000 for the first two (2) years, $4,000 for the third year of the Plan, with an agreement to renegotiate payments to Tailwind after the third year. Mr. Szilagyi assures the court that Tailwind does not hold any interest adverse to the Debtor or its estate in the matter upon which they are to be engaged. The firm can be reached through: Gregg Szilagyi Tailwind Services LLC. 542 South Dearborn Street, Suite 1400 Chicago, IL 60605 Phone: 312-663-0801 Email: gs@tailserv.com About Black Dog Chicago Based in Lyons, Ill., Black Dog Chicago, LLC -- http://www.blackdogcorp.com/-- is a petroleum distribution firm offering gasoline, diesel, oils, lubricants, alternative fuels, hauling and asphalt concrete. It is a successor by merger to Black Dog Chicago Corp. Black Dog Chicago filed a voluntary Chapter 11 petition (Bankr. N.D. Ill. Case No. 19-28245) on Oct. 28, 2019. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Amit Gauri, sole manager and majority membership holder. Judge Janet S. Baer presides over the case. Crane, Simon, Clar and Dan is the Debtor's legal counsel. BLACK DOG CHICAGO: Unsecureds Will be Paid in Full Over 60 Months ----------------------------------------------------------------- Black Dog Chicago LLC, submitted a Third Amended Disclosure Statement. The Debtor's assets consist solely of the Debtor's 100% membership interests in the Subsidiaries. The Subsidiary Interests were valued at approximately $11,250,000 in the Debtor's bankruptcy schedules, based on EBITDA with a multiple of 3-5 times earnings. Class 1 Secured Claim of PNC attaching to Debtor's Membership Interests in the Subsidiaries. The PNC Debt, listed in the amount of $3,000,000 in the Debtor's bankruptcy schedules. On the Debtor's indebtedness currently evidenced by among other things, that certain Committed Line of Credit Note dated September 19, 2017 in the original amount of $3,000,000 (the "Line of Credit Note") with PNC, the Subsidiaries have been making bi-monthly payments to PNC of $50,000, which will increase to $110,000 per month, during the remaining pendency of this Chapter 11 case. Class 2 Heritage F.S. Inc. - Gillman Terminal has a total amount of claim of $360,000. Monthly principal payments of $20,000 from the Debtor and/or the Subsidiaries until the loan balance is paid in full or the debt is refinanced, with the outstanding principal balance accruing interest at 9% per annum, commencing on the Effective Date. Class 3 Peter Mancini has a total amount of claim of $2,300,000. Payment shall be in full but deferred until after the claims in Class 4 and Class 5 are paid in full. Class 4 General Unsecured Creditors other than Parent and Mancini has a total amount of claim approximately $89,000. Paid in full over a period of 60 months, on a quarterly basis, with the first payment beginning on the last day of the first calendar quarter after the Effective Date. Class 5 Parent Petroleum has a total amount of claim of $2,300,000. Parent will receive payment of 100% of its general unsecured Claim over a period of 60 months, on a quarterly basis, with the first payment beginning on the last day of the first calendar quarter after the Effective Date. Class 6 Majority Interest of Black Dog Commercial Ventures Corp. will be retained. Class 7 Minority Interest of Olsen-Ubben LLC will be retained. Distributions under the Plan will be made from the Subsidiaries' profits, the new value and the sale of Black Dog Solutions. A full-text copy of the Third Amended Disclosure Statement dated August 3, 2020, is available at https://tinyurl.com/y4ohs88n from PacerMonitor.com at no charge. Debtor's counsel: Scott R. Clar Crane, Simon, Clar & Goodman 135 South LaSalle Street, Suite 3705 Chicago, IL 60603 Tel: (312) 641-6777 E-mail: sclar@cranesimon.com About Black Dog Chicago Based in Lyons, Ill., Black Dog Chicago, LLC -- http://www.blackdogcorp.com/-- is a petroleum distribution firm offering gasoline, diesel, oils, lubricants, alternative fuels, hauling and asphalt concrete. It is a successor by merger to Black Dog Chicago Corp. Black Dog Chicago filed a voluntary Chapter 11 petition (Bankr. N.D. Ill. Case No. 19-28245) on Oct. 28, 2019. In its petition, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The petition was signed by Amit Gauri, sole manager and majority membership holder. Judge Janet S. Baer presides over the case. Crane, Simon, Clar and Dan is the Debtor's legal counsel. BLACKJEWEL LLC: Court Won't Resume Discovery on United Bank ----------------------------------------------------------- District Judge Irene C. Berger issued an order denying Debtors Blackjewel LLC and affiliates' Motion for Reconsideration of the Memorandum Opinion and Order Granting United Bank's Motion to Discontinue Response to Debtors' Rule 2004 Requests. On July 14, 2020, the District Court entered a Memorandum Opinion and Order, finding that United Bank's Motion to Discontinue Response to Debtors' Rule 2004 Requests (Document 2117) should be granted because the Debtors initiated an adversary proceeding against United Bank on June 1, 2020. On July 24, 2020, the Debtors filed a motion for reconsideration of the District Court's order, arguing that Rule 2004 discovery should be permitted against United Bank because the pending proceeding rule is discretionary and some of the information sought from United Bank is not related to the pending adversary proceeding. On August 7, 2020, United Bank filed a response, in which it asserted that the District Court should deny the motion for reconsideration because United Bank properly complied with production of responsive documents to the Debtors' Rule 2004 requests prior to entry of the District Court's order, and all information sought by the Debtors is related to the pending adversary proceeding. Judge Berger said that as a general matter, any order "that adjudicates fewer than all the claims or the rights and liabilities of fewer than all the parties does not end the action as to any of the claims or parties and may be revised at any time before the entry of a judgment adjudicating all the claims and all the parties' rights and liabilities." "Compared to motions to reconsider final judgments pursuant to Rule 59(e) of the Federal Rules of Civil Procedure, Rule 54(b)'s approach involves broader flexibility to revise interlocutory orders before final judgment as the litigation develops and new facts or arguments come to light." There are limits, however, to the discretion that Rule 54(b) provides. The Fourth Circuit has held that three circumstances allow a court to revise an interlocutory order: (1) "a subsequent trial produces substantially different evidence;" (2) a change in applicable law; or (3) clear error causing manifest injustice. For purposes of the pending motion, Judge Berger said none of those circumstances exist. In the previously entered order, Judge Berger said the District Court carefully considered the applicable law and the factual background regarding the discovery dispute. The District Court's decision was not based on a lack of response by the Debtors, but instead was based on the caselaw regarding the pending proceeding rule and the relevant facts. The Debtors have not put forth any new evidence, demonstrated a change in the applicable law, or shown that a clear error occurred. As such, the Court found that the motion for reconsideration should be denied. The bankruptcy cases are in re: BLACKJEWEL, L.L.C., BLACKJEWEL HOLDINGS, L.L.C., REVELATION ENERGY HOLDINGS, LLC REVELATION ENERGY, LLC REVELATION MANAGEMENT CORP., DOMINION COAL CORPORATION, HAROLD KEENE COAL CO. LLC, VANSANT COAL CORPORATION, LONE MOUNTAIN PROCESSING, LLC, POWELL MOUNTAIN ENERGY, LLC, CUMBERLAND RIVER COAL LLC, Administratively Consolidated, CHAPTER 11 Debtors-in-Possession, Case Nos. 3:19-BK-30289, 3:19-BK-30290, 3:19-BK-30291, 3:19-BK-30292, 3:19-BK-30293, 3:19-BK-30323, 3:19-BK-30324, 3:19-BK-30325, 3:19-BK-30326, 3:19-BK-30327, 3:19-BK-30328 (Bankr. S.D. W.Va.). A copy of the Court's Memorandum Opinion and Order dated August 17, 2020 is available at https://bit.ly/3ikl0i4 from Leagle.com. About Blackjewel L.L.C. Blackjewel L.L.C.'s core business is mining and processing metallurgical, thermal and other specialty and industrial coals. Blackjewel operates 32 properties, including surface and underground coal mines, preparation or wash plants, and loadouts or tipples. Combined, Blackjewel and its affiliates hold more than 500 mining permits. Operations are located in the Central Appalachian Basin in Virginia, Kentucky and West Virginia and the Powder River Basin in Wyoming. Blackjewel L.L.C. and four affiliates filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Lead Case No. 19-30289) on July 1, 2019. Blackjewel was estimated to have $100 million to $500 million in asset and $500 million to $1 billion in liabilities as of the bankruptcy filing. The Hon. Frank W. Volk is the case judge. The Debtors tapped Squire Patton Boggs (US) LLP as bankruptcy counsel; Supple Law Office, PLLC as local bankruptcy counsel; FTI Consulting Inc. as financial advisor; Jefferies LLC as investment banker; and Prime Clerk LLC as the claims agent. The Office of the U.S. Trustee on July 3, 2019, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Blackjewel LLC. Whiteford Taylor & Preston LLP is the Committee's counsel. BLANK LABEL GROUP: May Use Cash Collateral Thru Oct. 7 ------------------------------------------------------ Judge Janet E. Bostwick of the U.S. Bankruptcy Court for the District of Massachusetts has approved the motion filed by Blank Label Group, Inc. seeking authority to use Cash Collateral. Objections to the motion by Stephen B. Diamond P.C. and First Republic Bank were overruled. The Debtor is authorized to use Cash Collateral on an interim basis in accordance with the revised budget filed on August 18. The Debtor is required to maintain an aggregate balance of $84,800 in its operating accounts, consisting of the Debtor-in-Possession account and the account at First Republic Bank, which remains subject to a prepetition hold in the amount of $84,800 on account of Stephen B. Diamond, P.C.'s asserted attachment. First Republic Bank, West Town Bank, the Small Business Administration, American Express, and Stephen B. Diamond, P.C. have asserted interests in the Cash Collateral. As adequate protection to the Cash Collateral Claimants for the Debtor's use of Cash Collateral, they are granted replacement liens or interests on the same types of postpetition property of the Debtor's estate against which Cash Collateral Claimants held liens or interests as of the Petition Date. The Replacement Liens will maintain the same priority, validity and enforceability as the Cash Collateral Claimants' respective prepetition liens or interests. The Replacement Liens shall be recognized only to the extent of the post-petition diminution in value of the Cash Collateral Claimants' pre-petition collateral resulting from the Debtor's use of the Cash Collateral. A continued hearing on the matter is scheduled for October 7, 2020 at 10:00 a.m. The Debtor will file and serve a reconciliation of actual income and expenses to the Revised Budget by October 2. A copy of the order is available at https://bit.ly/3i6T4hw from PacerMonitor.com. About Blank Label Group Blank Label Group, Inc. -- https://www.blanklabel.com/ -- is a clothing retailer that has provided custom clothing in stores and online for the past 12 years. By developing an integrated supply chain and digitization, it has been able to offer custom clothing at a more affordable price point. On May 26, 2020, Blank Label sought Chapter 11 protection (Bankr. D. Mass. Case No. 20-11201). John T. Morrier, Esq., at CASNER & EDWARDS, LLP, is the Debtor's counsel. The Debtor was estimated to have $1 million to $10 million in assets and liabilities as of the filing. BOOTS SMITH: Seeks to Hire Horne LLP as Accountant -------------------------------------------------- Boots Smith Completion Services, LLC, seeks authority from the United States Bankruptcy Court for the Southern District of Mississippi to hire Horne, LLP as its accountants. Horne, LLP will provide accounting services to the Debtor. Horne, LLP will bill its customary hourly rates and receive reimbursement of actual, necessary expenses. Horne LLP and its shareholders and employee do not hold any interest adverse to the bankruptcy estate and is a "disinterested person" as defined in 11 U.S.C. Sec, 101(14), according to court filings. The firm can be reached through: Wes T. Winborne, CPA HORNE, LLP 661 Sunnybrook Road, Suite 100 Ridgeland, MS 39157 Phone: 601-326-1000 Email: wes.winborne@hornellp.com About Boots Smith Completion Services Boots Smith Completion Services, LLC is an oilfield service company, helping oil and gas companies enhance production through a variety of applications, including completion, workover, and optimization. Boots Smith Completion Services, LLC, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 20-51081) on July 1, 2020. In the petition signed by Jason Smith, manager, the Debtor estimated $50,000 in assets and $10 million to $50 million in liabilities. William J. Little, Jr., Esq. at LENTZ & LITTLE, P.A. represents the Debtor as counsel. BOOTS SMITH: Seeks to Hire Lentz & Little as Legal Counsel ---------------------------------------------------------- Boots Smith Completion Services, LLC, seeks authority from the United States Bankruptcy Court for the Southern District of Mississippi to hire Lentz & Little, PA as its attorney. The Debtor requires the services of attorneys for the following purposes: (a) advise and consult with the Debtor concerning questions arising in the conduct and administration of the estate and concerning the Debtor's rights and remedies with regard to the estate's assets and claims of secured, preferred and unsecured creditors and other parties in interest; and (b) assist in the preparation of such pleadings, motions, notice and orders as are required for orderly administration of the estate. The hourly billing rates of Lentz & Little are $350 per hour for William J. Little, Jr., $300 per hour for Kimberly R. Lentz, $250 per hour for William J. Little and $75 per hour for para-professionals. To the best of the Debtor's knowledge, the firm has no connection or affiliation with the Debtor, its creditors, and any party in interest appearing in this case. The firm may be reached at: W. Jarrett Little, Esq. William J. Little, Jr., Esq. Lentz & Little, PA 2505 14th Street, Suite 500e Gulfport, MS 39501 Tel: (228) 867-6050 Email: jarrett@lentzlittle.com bill@lentzlittle.com About Boots Smith Completion Services Boots Smith Completion Services, LLC is an oilfield service company, helping oil and gas companies enhance production through a variety of applications, including completion, workover, and optimization. Boots Smith Completion Services, LLC, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 20-51081) on July 1, 2020. In the petition signed by Jason Smith, manager, the Debtor estimated $50,000 in assets and $10 million to $50 million in liabilities. William J. Little, Jr., Esq. at LENTZ & LITTLE, P.A. represents the Debtor as counsel. BROOKS BROTHERS: Committee Hires Akin Gump as Legal Counsel ----------------------------------------------------------- The official committee of unsecured creditors of Brooks Brothers Group, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to retain Akin Gump Strauss Hauer & Feld LLP as its counsel The Committee requires Akin Gump to: (a) advise the Committee with respect to its rights, duties and powers in the Chapter 11 Cases; (b) assist and advise the Committee in its consultations and negotiations with the Debtors and other parties in interest relative to the administration of the Chapter 11 Cases; (c) assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with holders of claims and equity interests; (d) assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and their insiders and of the operation of the Debtors' businesses; (e) assist the Committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, asset dispositions, going concern sale transactions, financing transactions, other transactions and the terms of one or more plans of reorganization for the Debtors and accompanying disclosure statements and related plan documents; (f) assist and advise the Committee as to its communications to the general creditor body regarding significant matters in the Chapter 11 Cases; (g) represent the Committee at all hearings and other proceedings before this Court; (h) review and analyze applications, orders, statements of operations and schedules filed with the Court and advise the Committee as to their propriety and, to the extent deemed appropriate by the Committee, support, join or object thereto; (i) advise and assist the Committee with respect to any legislative, regulatory or governmental activities; (j) assist the Committee in its review and analysis of the Debtors' various agreements; (k) prepare, on behalf of the Committee, any pleadings, including, without limitation, motions, memoranda, complaints, adversary complaints, objections or comments in connection with any matter related to the Debtors or the Chapter 11 Cases; (l) investigate and analyze any claims belonging to the Debtors' estates; and (m) perform such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules or other applicable law. Akin Gump will be paid at these hourly rates: Partners $995 – $1,995 Counsel $735 – $1,510 Associates $535 – $1,070 Paraprofessionals $100 – $455 Akin Gump attorneys and their current hourly rates: Meredith Lahaie Partner $1,350 Abid Qureshi Partner $1,595 Lacy Lawrence Partner $1,350 Kate Doorley Counsel $1,090 Julie Thompson Associate $860 Joseph Szydlo Associate $700 Akin Gump will also be reimbursed for reasonable out-of-pocket expenses incurred. Meredith A. Lahaie, a partner of Akin Gump, disclosed in a court filing that her firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Ms. Lahaie disclosed that: (a) Akin Gump did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; (b) No rate for any of the professionals included in this engagement varies based on the geographic location of the Chapter 11 Cases; (c) Akin Gump did not represent any member of the Committee in connection with the Debtors' Chapter 11 Cases prior to its retention by the Committee; (d) Akin Gump expects to develop a prospective budget and staffing plan to comply reasonably with the U.S. Trustee's request for information and additional disclosures, as to which Akin Gump reserves all rights; and (e) The Committee has approved Akin Gump's proposed hourly billing rates. The Akin Gump attorneys set forth above in paragraph 14 will be the primary attorneys staffed on the Debtors' Chapter 11 Cases, subject to modification based on the facts and circumstances of the Chapter 11 Cases and the needs of the Committee. The firm can be reached through: Meredith A. Lahaie, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, NY 10036 Tel: (212) 872-1000 Fax: (212) 872-1002 Email: mlahaie@akingump.com 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 were estimated to have assets and liabilities to total $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 as financial advisor; and Prime Clerk LLC as claims and noticing agent. On July 21, 2020 the Office of the United States Trustee appointed the Committee pursuant to section 1102 of the Bankruptcy Code. On July 24, 2020 and July 27, 2020 respectively, the Committee selected Akin Gump Strauss Hauer & Feld LLP and Troutman Pepper Hamilton Sanders LLP as its counsel, and on July 27, 2020, the Committee selected FTI Consulting, Inc. as its financial advisor. BROOKS BROTHERS: Committee Taps FTI Consulting as Financial Advisor ------------------------------------------------------------------- The official committee of unsecured creditors of Brooks Brothers Group, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to retain FTI Consulting, Inc., as its financial advisor. Services FTI will provide to the Committee are: -- assist in the review of financial related disclosures required by the Court, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs and Monthly Operating Reports; -- assist in the preparation of analyses required to assess any proposed Debtor-In-Possession financing or use of cash collateral; -- assist with the assessment and monitoring of the Debtors' short term cash flow, liquidity, and operating results; -- assist with the review of the Debtors' proposed key employee retention and other employee benefit programs; -- assist with the review of the Debtors' analysis of core business assets and the potential disposition or liquidation of non-core assets; -- assist with the review of the Debtors' cost/benefit analysis with respect to the affirmation or rejection of various executory contracts and leases; -- assist with the review of the Debtors' identification of potential cost savings, including overhead and operating expense reductions and efficiency improvements; -- assist in the review and monitoring of the asset sale process, including, but not limited to an assessment of the adequacy of the marketing process, completeness of any buyer lists, review and quantifications of any bids; -- assist with review of any tax issues associated with, but not limited to, claims/stock trading, preservation of net operating losses, refunds due to the Debtors, plans of reorganization, and asset sales; -- assist in the review of the claims reconciliation and estimation process; -- assist in the review of other financial information prepared by the Debtors, including, but not limited to, cash flow projections and budgets, business plans, cash receipts and disbursement analysis, asset and liability analysis, and the economic analysis of proposed transactions for which Court approval is sought; -- attend meetings and assistance in discussions with the Debtors, potential investors, banks, other secured lenders, the Committee and any other official committees organized in these chapter 11 proceedings, the U.S. Trustee, other parties in interest and professionals hired by the same, as requested; -- assist in the review and/or preparation of information and analysis necessary for the confirmation of a plan and related disclosure statement in these chapter 11 proceedings; -- assist in the evaluation and analysis of avoidance actions, including fraudulent conveyances and preferential transfers; -- assist in the prosecution of Committee responses/objections to the Debtors' motions, including attendance at depositions and provision of expert reports/testimony on case issues as required by the Committee; and -- render such other general business consulting or such other assistance as the Committee or its counsel may deem necessary that are consistent with the role of a financial advisor and not duplicative of services provided by other professionals in this proceeding. FTI's customary hourly rates are: Senior Managing Directors $920 - 1,295 Directors / Senior Directors / Managing Directors 690 - 905 Consultants/Senior Consultants 370 - 660 Administrative / Paraprofessionals 150 - 280 Steven Simms, a senior managing director at FTI Consulting, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Steven Simms FTI Consulting, Inc. Three Times Square, 9th Floor New York NY 10036 Telephone: (212) 247-1010 Facsimile: (212) 841-9350 Email: steven.simms@fticonsulting.com 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 were estimated to have assets and liabilities to total $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 as financial advisor; and Prime Clerk LLC as claims and noticing agent. On July 21, 2020 the Office of the United States Trustee appointed the Committee pursuant to section 1102 of the Bankruptcy Code. On July 24, 2020 and July 27, 2020 respectively, the Committee selected Akin Gump Strauss Hauer & Feld LLP and Troutman Pepper Hamilton Sanders LLP as its counsel, and on July 27, 2020, the Committee selected FTI Consulting, Inc. as its financial advisor. BROOKS BROTHERS: Committee Taps Troutman Pepper as Co-Counsel ------------------------------------------------------------- The official committee of unsecured creditors of Brooks Brothers Group, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to retain Troutman Pepper Hamilton Sanders LLP as its co-counsel. The Committee requires Troutman Pepper to: a. assist Akin Gump as requested in representing the Committee; b. advise the Committee with respect to its rights, duties and powers in these cases; c. assist and advise the Committee in its consultations with the Debtors relating to the administration of these cases; d. assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with the holders of claims and, if appropriate, equity interests; e. assist the Committee's investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and other parties involved with the Debtors, and of the operation of the Debtors' business; f. assist the Committee in its analysis of, and negotiations with the Debtors or any other third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, asset dispositions, financing transactions and the terms of a plan of reorganization or liquidation for the Debtors; g. assist and advise the Committee as to its communications, if any, to the general creditor body regarding significant matters in these cases; h. represent the Committee at all hearings and other proceedings; i. review, analyze, and advise the Committee with respect to applications, orders, statements of operations and schedules filed with the Court; j. assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; k. assist the Committee as conflicts counsel, should the need arise; and l. perform such other services as may be required and are deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code. Troutman will be paid at these hourly rates: David B. Stratton, Partner $945 David M. Fournier, Partner $875 Evelyn J. Meltzer, Partner $625 Marcy J. McLaughlin Smith, Associate $485 Monica A. Molitor, Paralegal $305 Evelyn J. Meltzer, a partner of Troutman Pepper, assured the Court that the firm does not represent any interest adverse to the Debtors and their estates, and is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Ms. Meltzer disclosed that: a. Troutman Pepper did not agree to a variation of its standard or customary billing arrangement for this engagement; b. None of the professionals included in this engagement have varied their rate based on the geographic location of these chapter 11 cases; c. Troutman Pepper did not represent the Committee prior to the Petition Date; and d. Troutman Pepper expects to develop a prospective budget and staffing plan to comply reasonably with the U.S. Trustee’s request for information and additional disclosures, as to which Troutman Pepper reserves all rights. The Committee has approved Troutman Pepper's proposed rates and staffing plan. The firm can be reached through: Evelyn J. Meltzer, Esq. Troutman Pepper Hamilton Sanders LLP Hercules Plaza, 1313 Market Street, Suite 5100 Wilmington, DE 19801 Phone: 302-777-6500 Email: evelyn.meltzer@troutman.com 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 were estimated to have assets and liabilities to total $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 as financial advisor; and Prime Clerk LLC as claims and noticing agent. On July 21, 2020 the Office of the United States Trustee appointed the Committee pursuant to section 1102 of the Bankruptcy Code. On July 24, 2020 and July 27, 2020 respectively, the Committee selected Akin Gump Strauss Hauer & Feld LLP and Troutman Pepper Hamilton Sanders LLP as its counsel, and on July 27, 2020, the Committee selected FTI Consulting, Inc. as its financial advisor. BROOKS BROTHERS: Defers $7M Store Lease in Chapter 11 Case ---------------------------------------------------------- Law360 reports that men's suit retailer Brooks Brothers Group Inc. successfully lobbied a Delaware bankruptcy judge July 30, 2020, for a deferral of $7.2 million in rent and lease obligations until early September, saying the immediate payment of the rent would scuttle its ability to complete a Chapter 11 asset sale. The Debtor attorney Brian Berezin of Weil Gotshal & Manges argued that Brooks Brothers is in the midst of a liquidity crisis brought about by the COVID-19 pandemic and is reliant on post-petition financing to fund its pursuit of an asset sale. About Brooks Brothers Brooks Brothers Group, Inc. -- 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 and 12 of its subsidiaries 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 were estimated to have assets and liabilities of $500 million to $1 billion. The Hon. Christopher Sontchi presides over the cases. The Debtors tapped Richards, Layton & Finger, P.A. and Weil, Gotshal & Manges LLP as legal counsel; PJ Solomon, L.P., acts as investment banker; Ankura Consulting Group LLC as financial advisor; and Prime Clerk LLC as claims and noticing agent. BSI LLC: Seeks to Hire Keller Williams as Real Estate Broker ------------------------------------------------------------ BSI, LLC - 33 Smiley Ingram seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Keller Williams Realty Partners as its as real estate broker. The Debtor desires to employ Keller Williams to list its industrial buildings located on the east side of Smiley Ingram Road in Bartow County, Georgia and is known generally as 33 Smiley Ingram Road, Cartersville, Georgia 30121. Keller Williams' commission will be 6 percent of the gross sales price of the property. Thomas B. Clay, associate broker with Keller Williams, assures the court that the firm is a "disinterested person" within the contemplation of 11 U.S.C. Sec. 101(14). The broker can be reached through: Thomas B. Clay Keller Williams Realty Partners 722 Stonecraft Lane Woodstock, GA 30188 Phone: 770-315-3313 Fax: 678-494-0645 About BSI, LLC - 33 Smiley Ingram BSI, LLC - 33 Smiley Ingram, a single asset real estate (as defined in 11 U.S.C. Section 101(51B)), sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-40882) on May 4, 2020. The petition was signed by Brian Alan Stewar, Debtor's manager. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Paul W. Bonapfel oversees the case. The Debtor tapped Paul Reece Marr, P.C. as legal counsel. CABLEVISION LIGHTPATH: Moody's Assigns B2 CFR, Outlook Stable ------------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating and B2-PD Probability of Default (PDR) rating to Cablevision Lightpath LLC, ahead of the planned carve-out from Altice USA, Inc. (unrated). Moody's assigned a B1 rating to the Company's planned issuance of a new $700 million Senior Secured Bank Credit Facility including a new 5-year, $100 million Revolving Credit Facility (due 2025) and a new 7-year, $600 million Term Loan B (due 2027). Moody's also assigned a B1 rating to the Company's planned issuance of new 7-year, $450 million Senior Secured Notes due 2027 and assigned a Caa1 rating to the Company's planned issuance of new 8-year, $415 million Senior Unsecured Notes due 2028. The outlook is stable. On Tuesday, July 28, Altice announced that it has agreed to sell 49.99% of Lightpath Group (materially, Cablevision Lightpath LLC and its subsidiaries), its fiber enterprise business, to Morgan Stanley Infrastructure Partners (MSIP) for an enterprise value of $3.2 billion. Total cash proceeds to Altice are expected to be about $2.3 billion. Altice will retain a 50.01% interest in Lightpath Group, maintain control of the company, and consolidate its financial results. However, Lightpath will be refinanced on a standalone basis with a mix of equity and debt non-recourse to Altice (the Transaction financing as described) and operated as a Joint Venture (JV). A portion of the debt proceeds, along with MSIP's equity, will be used to acquire the 49.99% interest in Lightpath Group. The transaction is currently expected to close in Q4 2020. Moody's expects the JV to be consolidated into Altice financial reporting post-closing. Assignments: Issuer: Cablevision Lightpath LLC Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Senior Secured Bank Credit Facility, Assigned B1 (LGD3) Senior Secured Regular Bond/Debenture, Assigned B1 (LGD3) Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD5) Outlook Actions: Issuer: Cablevision Lightpath LLC Outlook, Assigned Stable RATINGS RATIONALE Lightpath's credit profile is constrained by governance risk, specifically tolerance for very high leverage that will be approximately 6.7x (Moody's adjusted) at the close of the transaction, falling to approximately 5.8x by the end of 2022, consistent with management's target of 5.5x-6.0x net leverage. Moody's also expects that the private equity owner will seek cash returns on its investment over its investment holding period. The small scale and limited geographic and product diversity are also credit weaknesses, in the face of increasing competition from larger players that are angling to take share. Supporting the rating is the company's strong and profitable business model, which provides a high degree of recurring and predictable revenues from a large and diversified base of customers including large-scale enterprises, wireless carriers, and governments. The profitability and strength of the business model are evident in EBITDA margins in the high 50% range. Its large and dense regional fiber network, built over many decades, in the Tier I metro New York market (NY, NJ, and CT) also provides certain benefits including a favorable cost structure, a large number of near-net sales opportunities, and an ability to satisfy sustained demand for high-speed data-services. The company also has good liquidity, supported by positive operating cash flow, an undrawn $100 million revolving credit facility, and covenant-lite loans. The credit profile also benefits from a favorable maturity profile with no maturities for the next 5 years. Lightpath's financial policies reflect moderate governance risks. The company will be operated as a joint venture with Morgan Stanley Infrastructure Partners (MSIP) the co-investor. Although MSIP has no put options to exit its investment, MSIP is a private equity investor that will seek to extract returns over time through either a sell down of its interest or through the extraction of dividends or other shareholder returns. Additionally, Moody's understands the business will be operated with a less than conservative financial policy that will target a net leverage ratio (management adjusted) of 5.5x-6x after peak leverage of 6.7x (Moody's adjusted) at the close of the transaction (management's calculation of leverage is currently materially similar to Moody's). Moody's expects deleveraging through a combination of organic EBITDA growth and voluntary debt repayments using excess free cash flow. The rapid and widening spread of coronavirus, deteriorating global economic outlook, falling oil prices, and asset price declines are creating a severe and extensive shock that is unprecedented in many sectors, regions, and markets. The combined credit effects of these developments are unprecedented. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Moody's believes the communication infrastructure sector has less exposure than many others, with the expectation that the demand for data and other services are likely to remain resilient. Broadband demand is accelerating with increased, more evenly distributed usage driven by remote workers, and a dramatic shift to online commerce and communications. Any negative implications — disruptions to direct selling, slower pace of construction, weakness in small and medium-sized business, lower advertising sales, higher bad debt expense, and disruptions to operations (component supply chains, construction / network upgrades) will be only a partial offset. Moody's rates Lightpath's senior secured bank debt facilities and senior secured instruments B1 (LGD3), one notch above the B2 CFR. Secured lenders will benefit from junior capital provided by the senior unsecured notes which are rated Caa1 (LGD5), two notches lower than the CFR due to the subordinate priority of claims. The instrument ratings reflect the probability of default of the company, as reflected in the B2-PD Probability of Default Rating, an average expected family recovery rate of 50% at default given the mix of secured and unsecured debt in the capital structure, and the particular instruments' ranking in the capital structure. The senior secured bank credit facility and senior secured notes are secured by a perfected first-priority security interest in substantially all of the assets of the Borrower and the Guarantors. The Guarantors exclude Cablevision Lightpath NJ LLC which represents about 33-34% of consolidated EBITDA. The equity interests in Cablevision Lightpath NJ LLC are excluded from the collateral package. The collateral includes a perfected first-priority security interest in all of the equity interests of the Borrower held by Lightpath Holdings, LLC the "Parent") and any intercompany loans from the Parent to the Borrower on a par-passu basis). The draft credit agreement contains certain provisions that create risk to lenders including carve-outs from protective covenants that, subject to certain limitations, allow incremental debt capacity and the ability to transfer assets or collateral out of the restricted group. Specifically, the issuer can and is permitted to: -- Incur an unlimited amount of secured debt, pari-passu with existing, up to 4.75x net secured leverage, plus the greater of $225 million or 100% of the last two quarters of annualized (L2QA) covenant adjusted EBITDA, free and clear, plus $115 million and 50% of L2QA EBITDA under a general carve-out basket; and -- Designate any existing or subsequently acquired or organized subsidiary as an unrestricted subsidiary, and will be able to contribute assets to an unrestricted subsidiary in an unlimited amount so long as net total leverage is equal to or less than 6.50x on a pro forma basis, plus the greater of $115M and 50% of L2QA EBITDA under a general basket and the greater of $70M and 30% of L2QA under a general restricted payment basket. Moody's believes the draft agreement, however, (i) requires guaranteeing subsidiaries to provide guarantees if wholly-owned and requires non-wholly owned subsidiaries to provide guarantees if they guarantee other material debt, reducing the risk of future guarantee releases, and (ii) does not allow for leverage-based step-downs in the requirement that net asset sale proceeds prepay the loans, helping preserve lenders' control over collateral. Its view of the covenant provisions are based on draft provisions during the marketing period and subject to change Outlook Its outlook reflects revenue growth in the low single-digit percent over the next 12-18 months, to just under $400 million, generating close to $230 million in EBITDA on margins in the high 50% range. Moody's expects leverage to be high, near 6.7x at close, but falling to about 5.8x over the next 12-18 months with EBITDA growth and mandatory debt repayment. Moody's expects CAPEX to revenues to average 25% and average borrowing costs to be approximately 6%. Free cash flow to debt will rise from 1.9% at close, to 3.8% at the end of 2022. Interest coverage (EBITDA-CAPEX/Interest) will rise from 1.3x at close, to 1.6x at the end of 2022. All figures are Moody's adjusted unless otherwise noted. Moody's expects liquidity to remain good. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could consider an upgrade if: -- Gross debt/EBITDA (Moody's adjusted) was sustained below 5.0x, and -- Free cash flow to gross debt (Moody's adjusted) was sustained above 5% An upgrade could also be considered if scale was larger, there was more geographic or product diversity, or financial policy was more conservative. Moody's could consider a downgrade if: -- Gross debt/EBITDA (Moody's adjusted) is sustained above 6.5x, or -- Free cash flow to gross debt (Moody's adjusted) is sustained below low single digit percentage A downgrade could also be considered if liquidity deteriorated, performance weakened materially, or financial policy became more aggressive. Headquartered in Long Island City, New York, Cablevision Lightpath LLC serves over 6.5 thousand customers in three states including New York, New Jersey, and Connecticut. It delivers a range of data, voice, and managed services to enterprise customers, wireless carriers, governments, and other large-scale entities. Its 18,600 fiber, 8,800 route-mile network connects more than 11,400 buildings. The company is a joint venture, 50.01% owned and controlled by Altice USA, a public company majority owned and controlled by Patrick Drahi. Morgan Stanley Infrastructure Partners (MSIP) will own 49.99%. Revenue for the last twelve months ended June 30, 2020 was approximately $300 million. The principal methodology used in these ratings was Communications Infrastructure Industry published in September 2017. CALIFORNIA PIZZA KITCHEN: Hearing on Plan Disclosures on Sept. 17 ----------------------------------------------------------------- On July 30, 2020, California Pizza Kitchen and its affiliates filed their Joint Plan of Reorganization and the Disclosure Statement related thereto. The hearing to consider approval of the Disclosure Statement has been adjourned and will now be held on Sept. 17, 2020 at 10:30 a.m. (prevailing Central Time). California Pizza Kitchen has entered into a restructuring support agreement with its first lien lenders that will equitize the vast majority of CPK's long term debt. In order to implement this agreement, CPK has filed for voluntary Chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of Texas. This pre-negotiated filing represents a deal with CPK's lenders and will allow the California-based restaurant the ability to close unprofitable locations, reduce its long-term debt load, and quickly emerge from bankruptcy as a much stronger company. Additionally, this Agreement contemplates approximately $46.8 million in new money debtor-in-possession financing, which will enable ongoing operation of CPK restaurants, continued payments to CPK's vendors and employees, and provide for ongoing commitments to stakeholders while in Chapter11. In addition, the Agreement provides financial commitments to allow CPK to quickly exit Chapter 11. CPK aims to complete the Chapter 11 process in under three months. Law 360 reports that California Pizza Kitchen entered Chapter 11, saying the pandemic had made its finances unsustainable. The restaurant chain has over 200 locations worldwide and prior to the pandemic, brought in 78% of its total sales from in-store dining and sales, a court filing said. "No restauranteur in the world... has been unaffected by the COVID-19 pandemic," the filing said. "CPK's balance sheet and lease footprint are simply not manageable." The company obtained $30 million in financing early in the pandemic, but it has only $13.5 million in cash on hand and about four months of unpaid rent at most of its locations, the filing said. The unpaid rent has resulted in default notices from landlords and in some instances, court actions, CPK said. About California Pizza California Pizza Kitchen, Inc. -- http://www.cpk.com/-- is a casual dining restaurant chain that specializes in California-style pizza. Since opening its doors in Beverly Hills in 1985, CPK has grown from a single location to more than 200 restaurants worldwide. CPK's traditional dine-in locations are full-service restaurants that serve pizza, salads, pastas and other California-inspired fare, alongside a curated selection of wines and a menu of handcrafted cocktails and craft beers. Though the Company's dine-in restaurants are the primary way the Company serves its customers, CPK also has a number of "off-premises" services and licensing agreements that allow customers to get their favorite CPK dishes on the go. California Pizza Kitchen, Inc. filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 20-33752) on July 29, 2020. The Hon. Marvin Isgur oversees the case. At the time of filing, Debtors have $100 million to $500 million estimated assets and $500 million to $1 billion estimated liabilities. Kirkland & Ellis is serving as legal counsel to CPK, Guggenheim Securities, LLC is serving as its financial advisor and investment banker, and Alvarez & Marsal, Inc. as restructuring advisor. Gibson, Dunn & Crutcher LLP is acting as legal counsel for the group of first lien lenders and FTI Consulting, Inc. is acting as its financial advisor.Additional information about the Chapter 11 case can be found at https://cases.primeclerk.com/CPK CARE FOR LIFE: Court Conditionally Approves Disclosure Statement ---------------------------------------------------------------- The Disclosure Statement filed by Care For Life Home Health, Inc. is conditionally approved. Sept. 14, 2020, at 10:00 a.m. 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. Sept. 8, 2020 is fixed as the last day for filing and serving written objections to the Disclosure Statement and confirmation of the Plan. Sept. 8, 2020 is fixed as the last day for filing written acceptances or rejections of the Plan. About Care For Life Home Health Based in South Elgin, Ill., Care For Life Home Health, Inc., filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 19-33113) on Nov. 21, 2019, listing less than $1 million in both assets and liabilities. Ben L Schneider, Esq., at Schneider & Stone, is the Debtor's legal counsel. CARE FOR LIFE: Unsecureds Will Recover 1% of Claims in Plan ----------------------------------------------------------- Care For Life Home Health, Inc., submitted an Amended Disclosure Statement. Class 3 Secured claim of LAJ Health is impaired. Creditor will receive $10,135 on the first month and interest rate of 4.25. Class 4 Secured claim of Rehab Maxx, LLC, is impaired and will receive total payments of $37,669. Creditor will receive a monthly payment of $697.57 and interest rate of 3.25%. Payments beginning in month 1 and ending on Month 54. Class 5 General Unsecured Class (Convenience Class) is impaired. Creditors will receive a one-time payment of $1,146. The creditors will recover 1% of their claims. Class 6 General Unsecured Class is impaired. Creditors will receive a monthly payment of $151.67. Payments beginning in month 1 and ending on Month 54. Creditors will recover 1% of their claims. The Debtor will make payments under the Plan from the income from its operations. Mia Pacheco shall be the disbursing agent for the Debtor. A full-text copy of the Amended Disclosure Statement dated July 29, 2020, is available at https://tinyurl.com/y5nffvvo from PacerMonitor.com at no charge. About Care For Life Home Health Based in South Elgin, Ill., Care For Life Home Health, Inc. filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 19-33113) on Nov. 21, 2019, listing less than $1 million in both assets and liabilities. Ben L Schneider, Esq., at Schneider & Stone, is the Debtor's legal counsel. CHISHOLM OIL: Unsecureds May Recover 5.4% or 10.7% of Claims ------------------------------------------------------------ Chisholm Oil and Gas Operating, LLC and its affiliated debtors submitted a Disclosure Statement for its Amended Joint Chapter 11 Plan of Reorganization. On July 1, 2020, the Office of the United States Trustee for Region 3 appointed the Official Committee of Unsecured Creditors. Subsequent to the filing of the Initial Plan, the Creditors' Committee and Term Loan Lenders raised certain concerns and potential objections with respect to its terms. Since the filing of the Initial Plan, the Debtors, the Consenting Creditors, and the Consenting Sponsors engaged in discussions with the Creditors' Committee and Term Loan Lenders regarding Plan related issues to try to resolve their concerns and gain additional support for the Initial Plan. On July 31, 2020, the Debtors, the Consenting Creditors, and the Consenting Sponsors reached an agreement with the Creditors' Committee and the Term Loan Lenders with respect to certain amendments to the Initial Restructuring Transaction embodied in the Initial Plan. The terms of the settlement (the "Restructuring Transaction") are reflected in the amended Plan filed on Aug. 3, 2020. Pursuant to such agreement, the Creditors' Committee and the Term Loan Lenders have agreed to support and not object to the Plan (including, among other things, the releases contained therein). In addition, the Term Loan Lenders agreed to vote to accept the Plan and the Creditors' Committee and its professionals agreed to cease and not commence any efforts to (i) investigate and/or contest the RBL Claims and related liens and (ii) seek, pursue, or seek standing to pursue avoidance actions or other claims or causes of action against insiders of the Debtors (including the Consenting Sponsors). Class 3: RBL Claims are impaired and may recover 25.0% or 26.6% of claims. On the Effective Date, each holder of an Allowed RBL Claim shall receive, in full and final satisfaction of such Allowed RBL Claim, such holder’s Pro Rata share of: i. 95% of the New Equity Interests, subject to dilution by (y) the MIP Equity and (z) if (A) Class 4, Class 5, and Class 7 vote to accept the Plan and (B) as of the Confirmation Date, the Consenting Sponsors have not terminated their obligations under the Restructuring Support Agreement pursuant to Section 6(d)(xii) thereof, the Warrant Equity; ii. if Class 4 does not vote to accept the Plan, additional 5% of the New Equity Interests, subject to dilution by the MIP Equity; iii. if (A) Class 4 votes to accept the Plan but (B) (x) either Class 5 or Class 7 does not vote to accept the Plan or (y) prior to the Confirmation Date, the Consenting Sponsors terminate their obligations under the Restructuring Support Agreement pursuant to Section 6(d)(xii) thereof, an additional 1% of the New Equity Interests, subject to dilution by the MIP Equity; and iv. the FLSO Term Loan. Class 4: Term Loan Claims, impaired, may recover 0.0% or 0.7% of claims. If Class 4 votes to accept the Plan, then on the Effective Date (x) the Term Loan Claims shall be deemed Allowed in the aggregate principal amount of not less than $253,827,034.71 (which includes payment in kind interest that has been added to the principal), plus all outstanding interest, fees, expenses, and other obligations due under the Term Loan Documents as of the Petition Date, and shall not be subject to any avoidance, reductions, setoff, offset, recoupment, recharacterization, subordination (whether equitable, contractual or otherwise), counterclaims, cross-claims, defenses, disallowance, impairment, objection, or any other challenge under any applicable law or regulation by any Person, and (y) each holder of an Allowed Term Loan Claim shall receive, in full and final satisfaction of such Allowed Term Loan Claim, such holder’s Pro Rata share of 4% of the New Equity Interests, subject to dilution by the Warrant Equity and the MIP Equity. If Class 4 does not vote to accept the Plan, then no holder of a Term Loan Claim shall receive any distribution on account of such Term Loan Claim. Class 5: General Unsecured Claims, impaired, may recover 5.4 % (if Class 5 does not vote to accept the Plan) or 10.7% (if Class 5 votes to accept the Plan). If Class 5 votes to accept the Plan, then on or as soon as reasonably practicable after the later of the Effective Date and the date on which a General Unsecured Claim becomes an Allowed General Unsecured Claim, each holder of an Allowed General Unsecured Claim shall receive, in full and final satisfaction of such Allowed General Unsecured Claim, such holder’s Pro Rata share of the GUC Cash Pool, which GUC Cash Pool shall be in the total amount of $3 million, subject to the GUC Cash Pool Reduction. If Class 5 does not vote to accept the Plan, then on or as soon as reasonably practicable after the later of the Effective Date and the date on which a General Unsecured Claim becomes an Allowed General Unsecured Claim, each holder of an Allowed General Unsecured Claim shall receive, in full and final satisfaction of such Allowed General Unsecured Claim, such holder’s Pro Rata share of the GUC Cash Pool, which GUC Cash Pool shall be in the total amount of $1.5 million, subject to the GUC Cash Pool Reduction. Class 7: Chisholm Parent Equity Interests are impaired. On the Effective Date, Chisholm Parent Equity Interests shall be cancelled and extinguished and will be of no further force and effect. If (A) Class 4, Class 5, and Class 7 vote to accept the Plan and (B) as of the Confirmation Date, the Consenting Sponsors have not terminated their obligations under the Restructuring Support Agreement pursuant to Section 6(d)(xii) thereof, then on the Effective Date, each holder of Chisholm Parent Equity Interests shall receive, in full and final satisfaction of such Chisholm Parent Equity Interests, such holder’s Pro Rata share of: a. 1% of the New Equity Interests, subject to dilution by the Warrant Equity and the MIP Equity; and b. Warrants for up to 11% of the New Equity Interests, subject to dilution by the MIP Equity. Plan Settlement The Debtors filed the Initial Plan on June 30, 2020 with the support of the Consenting Creditors and Consenting Sponsors. The Creditors' Committee and the Term Loan Lenders raised a number of concerns and potential objections with respect to the Initial Plan. Thereafter, the Debtors, the Consenting Creditors, and the Consenting Sponsors engaged with the Creditors’ Committee and the Term Loan Lenders to discuss these and other issues to work toward reaching an agreement on a consensual chapter 11 plan supported by such parties. Pursuant to these discussions, the Debtors, the Consenting Creditors, the Consenting Sponsors, the Creditors’ Committee, and the Term Loan Lenders reached a settlement with respect to the Restructuring Transaction, the terms of which are incorporated in the Plan filed contemporaneously herewith. Pursuant to the settlement, parties have agreed to the following, among other things: i. the holders of Allowed RBL Claims will receive their Pro Rata share of 95% of the New Equity Interests issued pursuant to the Plan, and either (a) an additional 1% of New Equity Interests if Class 4 (Term Loan Claims) votes to accept the Plan but either Class 5 (General Unsecured Claims) or Class 7 (Chisholm Parent Equity Interests) does not vote to accept the Plan or (b) an additional 5% of New Equity Interests if Class 4 (Term Loan Claims) does not vote to accept the Plan; ii. if Class 4 (Term Loan Claims) votes to accept the Plan, holders of Allowed Term Loan Claims will receive their Pro Rata share of 4% of the New Equity Interests issued pursuant to the Plan; iii. holders of Allowed General Unsecured Claims will receive their Pro Rata share of $1.5 million in Cash (the “GUC Cash Pool”), subject to reduction dollar-fordollar by the amount of any Allowed Fee Claims of Professional Persons retained by the Creditors’ Committee from and after July 27, 2020 greater than $150,000 in the aggregate (the “GUC Cash Pool Reduction”); provided, however, that if Class 5 (General Unsecured Claims) votes to accept the Plan, then the GUC Cash Pool shall be $3 million in Cash, subject to the GUC Cash Pool Reduction); iv. if (i) Class 4 (Term Loan Claims), Class 5 (General Unsecured Claims), (a) 1% of the total New Equity Interests issued pursuant to the Plan and (b) Warrants for up to 11% of the total New Equity Interests to be issued pursuant to the Plan; and Class 7 (Chisholm Parent Equity Interests) each vote to accept the Plan and (ii) as of the Confirmation Date, the Consenting Sponsors have not terminated their obligations under the Restructuring Support Agreement pursuant to Section 6(d)(xii) thereof, then holders of Allowed Chisholm Parent Equity Interests will receive their pro rata share of (a) 1% of the total New Equity Interests issued pursuant to the Plan and (b) Warrants for up to 11% of the total New Equity Interests to be issued pursuant to the Plan; v. prior to the Effective Date, a claims administrator reasonable acceptable to the Debtors and the Creditors' Committee shall be appointed to handle the General Unsecured Claims resolution process (the "GUC Claims Administrator"). Such appointment shall not become effective until the date that is 30 days following the Effective Date if the amount of filed or scheduled (other than as contingent, unliquidated or disputed) General Unsecured Claims exceeds $30 million in the aggregate; vi. the Reorganized Debtors will reimburse the GUC Claims Administrator up to $75,000 for its reasonable fees and out-of-pocket expenses incurred in connection with the claims resolution; vii. the Creditors’ Committee and each of its members in their capacity as such will be Released Parties and Exculpated Fiduciaries under the Plan. The Debtors, the Consenting Creditors, the Consenting Sponsors, the Creditors' Committee, and the Term Loan Lenders believe the settlement is fair and reasonable. The terms of the settlement were negotiated by sophisticated parties and their advisors at arm's-length, and the agreement allows the Debtors to achieve their goal of completing an efficient restructuring process with the Debtors emerging from chapter 11 with a de-levered balance sheet, enhanced liquidity, and the support necessary to operate a successful business. A full-text copy of the Disclosure Statement dated August 3, 2020, is available at https://tinyurl.com/yxa42tfk from PacerMonitor.com at no charge. Attorneys for the Debtors: Matthew S. Barr Kelly DiBlasi Lauren Tauro WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 M. Blake Cleary Jaime Luton Chapman S. Alexander Faris YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 About Chisholm Oil & Gas Chisholm Oil and Gas Operating, LLC, is an exploration and production company focused on acquiring, developing, and producing oil and natural gas assets in the Anarkado Basin in Oklahoma in an area commonly referred to as the Sooner Trend Anadarko Basin Canadian and Kingfisher County. Chisholm Oil and Gas Operating and its affiliates sought Chapter 11 protection (Bankr. Lead Case No. 20-11593) on June 17, 2020. In the petition signed by CFO Michael Rigg, the Debtors were estimated to have $1 billion to $10 billion in assets and $500 million to $1 billion in liabilities. The Hon. Brendan Linehan Shannon presides over the cases. The Debtors have tapped Weil, Gotshal & Manges, LLP and Young Conaway Stargatt & Taylor, LLP as legal counsel; Evercore Group, LLC as investment banker; Alvarez & Marsal North America, LLC as financial advisor; and Omni Agent Solutions as claims and noticing agent. CIRCLE BAR: Unsecured Creditors to Recover 5% in 60 Months ---------------------------------------------------------- Circle Bar T Demolition and Grading, LLC, submitted an Addendum to Disclosure Statement Previously filed by Debtor on April 13, 2020. The Addendum indicates that in addition to Debtor's income, Debtor owner will infuse additional capital of $2,000 per month of his $5,000 monthly income into the business. There will be no changes to management, and executory contracts. According to the Liquidation Analysis, the creditor, Commercial Credit Group, the debtor's largest creditor, filed a claim for $370,812. Other creditors claim to have liens against the Debtor's assets because of default judgements which have been entered against the debtor. Because of Commercial Credit Group's liens and protections on all of the Debtor's property, there is no other property of value to secure any other creditor. IRS has a secured status based on the nature of the taxes owed. At the time the initial Plan and Disclosure Statement were filed, the Debtor was not able to fund the plan because of the financial impact of the coronavirus disease. Monthly Plan Payments to Creditors for 60 months is $7,563. The Plan provides that: * Class 1 Claims: Secured Creditor payments to be made, beginning in September, 2020: Commercial Credit Group: Claim amount is disputed-anticipated settlement of claim amount at $300,000.00.Amount being paid over five year period is $300,000.00 at 6.0% interest ($300,000.00 is the anticipated amount of claim to be paid) and payment of $6,000.00. * Class 4 Claims: General Unsecured Claims. Flint Equipment Company will be paid 5% of $6,5250 at $6.00 per month for 60 months. Morrell Farms LLC will paid 5% of $92,000.00 at $78.00 per month for 60 months. Colonial Fuel and Lubricant Services, Inc., will be paid 5% of $2,614.84 at $2.18 per month for 60 months. Colonial Fuel and Lubricant Services, Inc., will be paid 5% of $3,943.50 at $3.30 per month for 60 months. Advance Auto Repair will be paid 5% of $25,000.00 to be paid at $20.83 per month for 60 months. John Deere Construction & Forestry will be be paid 5% of $92,336.39 to be paid at $76.95 per month for 60 months. A full-text copy of the Addendum Disclosure Statement dated July 29, 2020, is available at https://tinyurl.com/y5dckwdh from PacerMonitor.com at no charge. Attorney for the Debtor: J. Carolyn Stringer PO Box 25345 Columbia SC 29224-5345 Tel: (803) 786-1405 Fax: (803) 786-1406 E-mail: J carolynstringer03@gmail.com About Circle Bar T Demolition Circle Bar T Demolition and Grading, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 19-04350) on Aug. 16, 2019. In the petition signed by Tom Coker Lee, president, the Debtor was estimated to have assets of between $100,001 and $500,000 and liabilities of between $500,001 and $1 million. The case is assigned to Judge David R. Duncan. The Debtor is represented by Eddye L. Lane, Esq., and J. Carolyn Stringer, Esq. No official committee of unsecured creditors has been appointed in the Debtor's case. COATESVILLE AREA SD: Moody's Gives Ba3 Issuer Rating, Outlook Neg. ------------------------------------------------------------------ Moody's Investors Service has assigned a Ba3 Issuer Rating to Coatesville Area School District (Chester County), PA. Concurrently, Moody's affirms the district's general obligation limited tax and lease appropriation ratings at Ba3. The issuer rating is a reference rating for the district's general obligation limited tax and lease appropriation ratings that is required due to the maturation of the district's Series 2013 general obligation unlimited tax bond. There are no ratings associated with the district's implied unlimited tax pledge. The outlook remains negative. The district's Series 2017, 2018, and 2020 (A/B/C/D) also carry an enhanced rating of A2 through the Pennsylvania School District Intercept Program. RATINGS RATIONALE The assignment of a Ba3 issuer rating and affirmation of the GOLT and lease ratings reflects the significant budgetary challenge posed by the district's multi-year trend of escalating charter school tuition and special education costs. Inflexible expenditures, including debt service, pension contributions, post-employment health care expenditures, special education, and charter school tuition account for 68.7% of operating revenues. These associated costs, as well as the district's consistently declining enrollment and routinely unfavorable budget variances, amount to an ongoing structural imbalance that is expected to persist in the near term. As of fiscal 2019, 3,050 students were enrolled in charter or cyber schools-nearly 34% of total district enrollment. Before the coronavirus, management estimated that this enrollment would grow 18% in fiscal 2020. It is unclear to what extent student enrollment in charter and cyber schools will grow given the impact of the coronavirus. The impact of the coronavirus on the district's finances is not fully known at this point, but it is not expected to be material in fiscal 2021. After deficit financing in fiscal years 2018 and 2019, the district is expecting another $5 to $7 million operating deficit in fiscal 2020. Furthermore, the district's debt burden will remain elevated in the near term even as its deferred maintenance needs persist. These credit challenges are slightly attenuated by the district's large and growing tax base, strong median family incomes, the closure of one of its middle schools in fiscal 2019, and the migration of most of its employees to a high deductible health insurance plan. The absence of distinction between the Issuer (implied GOULT) and GOLT ratings reflects Pennsylvania school districts' ability to apply for exceptions to the cap on property tax increases in order to cover debt service, the Commonwealth's history of granting such exceptions, and the district's full faith and credit pledge supporting all general obligation debt. The absence of distinction between the district's GOLT and lease revenue ratings reflects the district's full faith and credit general obligation limited tax pledge covering the lease rental payments. RATING OUTLOOK The negative outlook on the district's issuer, GOLT, and lease-backed ratings reflects its pressured financial condition and ongoing structural imbalance, which are expected to persist in the near term. The stable outlook on the enhanced rating mirrors that of the Commonwealth of Pennsylvania (Aa3 stable). FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS - Structurally balanced operations that are maintained over multiple reporting periods - Proven ability to accurately budget for charter school costs, coupled with fixed cost containment FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS - Further structural imbalance with continued material draws on reserves - Additional deficit financing - Escalation of debt burden - Deterioration of tax base and wealth levels LEGAL SECURITY The issuer rating is the district's implied general obligation unlimited tax credit rating; there is no debt associated with this rating. The district's Series of 2017 and 2020 (A/B/C/D) bonds are secured by the district's GOLT pledge, which is subject to the limits of Pennsylvania's Act 1 Taxpayer Relief Act. Moody's does not maintain a rating on the Series of 2010 bonds. The district's Series of 2018 bonds are secured by lease payments made to the Coatesville Area School District Building Authority. The lease payments are ultimately secured by the district's full faith and credit general obligation limited tax (GOLT) pledge, as per a guarantee agreement between the district and the building authority. The Series 2017, 2018, and 2020 (A/B/C/D) bonds are enhanced by the Pennsylvania School District Intercept Program. The A2 enhanced rating reflects its current assessment of the Pennsylvania School District Intercept Program, which provides that state aid will be allocated to bondholders in the event that the school district cannot meet its scheduled debt service payments. The A2 enhanced rating reflects the presence of language in the bond documents that requires the paying agent to trigger the state aid intercept prior to default. As of audited 2019 financial statements, Coatesville Area School District's state aid revenue provides more than sum sufficient debt service coverage. The intercept program is not a general obligation guarantee of the Commonwealth. In fact, there have been times when the state has not distributed any aid to school districts, as was the case during the 2016 state budget impasse. However, with implementation of Act 85 in 2016, the state has ensured that intercept payments, for the benefit of bond debt service, will be made even in the absence of an appropriation budget. PROFILE Coatesville Area School District serves 5,450 students in the City of Coatesville, PA. The district is domiciled in Chester County (Aaa stable), approximately equidistant between Wilmington, Delaware (Aa2 stable), Lancaster (A3) and Philadelphia (A2 stable), Pennsylvania. The district operates 5 elementary schools, 2 middle schools, 1 junior high, 1 high school, and 1 cyber academy. In addition, 3,050 students are enrolled at charter and cyber schools, representing a significant source of financial pressure for the district. METHODOLOGY The principal methodology used in the general obligation ratings was US Local Government General Obligation Debt published in July 2020. The principal methodology used in the lease rating was Lease, Appropriation, Moral Obligation and Comparable Debt of US State and Local Governments published in July 2018. CONDADO PLAZA: Voluntary Chapter 11 Case Summary ------------------------------------------------ Three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Condado Plaza Acquisition LLC (Lead Debtor) 20-12094 c/o Platinum Capital Partners Inc. 1325 Avenue of the Americas, 28th Floor New York, NY 10019 Condado Plaza Acquisition Ocean 20-12095 Condado Plaza Acquisition Lagoon LLC 20-12096 Business Description: The Debtors are contract vendees under a contract to purchase the Hilton Condado Plaza Hotel and related assets in Puerto Rico. As a result of the Covid-19 pandemic and actions of relevant governmental authorities as a result therefrom, the Debtors have been unable to close. Chapter 11 Petition Date: September 9, 2020 Court: United States Bankruptcy Court Southern District of New York Judge: Hon. Michael E. Wiles Debtors' Counsel: Scott S. Markowitz, Esq. Alex Spizz, Esq. TARTER KRINSKY & DROGIN LLP 1350 Broadway 11th Floor New York, NY 10018 Tel: (212) 216-8000 Email: smarkowitz@tarterkrinsky.com aspizz@tarterkrinsky.com Condado Plaza Acquisition LLC's Estimated Assets: $10 million to $50 million Condado Plaza Acquisition LLC's Estimated Liabilities: $1 million to $10 million The petition was signed by Harris Stasis, manager. The Debtors failed to include in the petitions lists of their 20 largest unsecured creditors. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LQ6RUQI/Condado_Plaza_Acquisition_LLC__nysbke-20-12094__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/EKLB2GQ/Condado_Plaza_Acquisition_Ocean__nysbke-20-12095__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/E6WA2CY/Condado_Plaza_Acquisition_Lagoon__nysbke-20-12096__0001.0.pdf?mcid=tGE4TAMA CORPORATE OFFICES: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Forty-eight affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on Sept. 10, 2020: Debtor Case No. ------ -------- Corporate Offices of California, LLC 20-12118 3000 Kellway Drive Suite 140 Carrollton, TX 75006 RGN-Alpharetta II, LLC 20-12113 RGN-Baton Rouge I, LLC 20-12114 RGN-Beaverton II, LLC 20-12117 RGN-Boston I, LLC 20-12115 RGN-Boulder II, LLC 20-12116 RGN-Chicago XXVI, LLC 20-12119 RGN-Clayton I, LLC 20-12122 RGN-Dallas XIX, LLC 20-12125 RGN-Downers Grove I, LLC 20-12127 RGN-Englewood III, LLC 20-12132 RGN-Fort Worth IV, LLC 20-12135 RGN-Fort Worth VI, LLC 20-12120 RGN-Frisco II, LLC 20-12121 RGN-Greenwood Village II, LLC 20-12123 RGN-Jenkintown I, LLC 20-12124 RGN-Jupiter II, LLC 20-12126 RGN-Katy I, LLC 20-12128 RGN-Lakewood I, LLC 20-12129 RGN-Las Vegas VII, LLC 20-12130 RGN-Las Vegas X, LLC 20-12133 RGN-Los Angeles I, LLC 20-12134 RGN-Metairie II, LLC 20-12136 RGN-Metro Dallas VI, LLC 20-12137 RGN-Miami I, LLC 20-12138 RGN-Oak Park I, LLC 20-12139 RGN-Oklahoma City I, LLC 20-12140 RGN-Pasadena I, LLC 20-12141 RGN-Pasadena II, LLC 20-12143 RGN-Phoenix III, LLC 20-12145 RGN-Phoenix XII, LLC 20-12147 RGN-Phoenix XIII, LLC 20-12150 RGN-Sacramento IV, LLC 20-12152 RGN-San Diego XII, LLC 20-12153 RGN-San Diego XV, LLC 20-12154 RGN-San Francisco XIII, LLC 20-12156 RGN-Santa Fe I, LLC 20-12142 RGN-Scottsdale V, LLC 20-12144 RGN-Scottsdale VI, LLC 20-12146 RGN-Southfield I, LLC 20-12148 RGN-St. Louis II, LLC 20-12149 RGN-Sugarland I, LLC 20-12151 RGN-Tampa III, LLC 20-12155 RGN-Tampa V, LLC 20-12157 RGN-Tulsa III, LLC 20-12158 RGN-Tucson I, LLC 20-12159 RGN-Uniondale I, LLC 20-12160 RGN-Washington DC XIV, LLC 20-12161 Eight affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on Sept. 9, 2020: Debtor Case No. ------ -------- RGN-Austin VI, LLC 20-12102 RGN-Beachwood I, LLC 20-12103 RGN-Boston XIX, LLC 20-12104 RGN-Houston XXV, LLC 20-12105 RGN-Huntsville II, LLC 20-12107 RGN-New York XLI, LLC 20-12109 RGN-New York XLIII, LLC 20-12108 RGN-San Antonio XIV, LLC 20-12106 Business Description: The Debtors are primarily engaged in renting and leasing real estate properties. Court: United States Bankruptcy Court District of Delaware Debtors' Counsel: Ian J. Bambrick, Esq. FAEGRE DRINKER BIDDLE & REATH LLP 222 Delaware Avenue, Suite 1410 Wilmington, Delaware 19801 Tel: (302) 467-4200 Email: Ian.Bambrick@faegredrinker.com Debtors' Financial Advisor: ALIXPARTNERS Debtors' Restructuring Advisor: DUFF & PHELPS, LLC Corporate Offices' Estimated Assets: $1 million to $10 million Corporate Offices' Estimated Liabilities: $1 million to $10 million RGN-Alpharetta II's Estimated Assets: $50,000 to $100,000 RGN-Alpharetta II's Estimated Liabilities: $100,000 to $500,000 RGN-Baton Rouge's Estimated Assets: $100,000 to $500,000 RGN-Baton Rouge's Estimated Liabilities: $1 million to $10 million RGN-Beaverton II's Estimated Assets: $1 million to $10 million RGN-Beaverton II's Estimated Liabilities: $1 million to $10 million RGN-Boston I's Estimated Assets: $50,000 to $100,000 RGN-Boston I's Estimated Liabilities: $1 million to $10 million The petitions were signed by James S. Feltman, responsible officer. Copies of five of the Debtors' petitions containing, among other items, lists of their unsecured creditors are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7K7RWHQ/Corporate_Offices_of_California__debke-20-12118__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/D3UEJUY/RGN-Alpharetta_II_LLC__debke-20-12113__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/AD4OGLI/RGN-Baton_Rouge_I_LLC__debke-20-12114__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/LQ44FHY/RGN-Beaverton_II_LLC__debke-20-12117__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/LPCTMTQ/RGN-Boston_I_LLC__debke-20-12115__0001.0.pdf?mcid=tGE4TAMA These Debtors will move for joint administration of their cases for procedural purposes only pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure under the case captioned In re RGN-Group Holdings, LLC, et al. (Bankr. D. Del. Case No. 20-11961). COSMOLEDO LLC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Lead Debtor: Cosmoledo, LLC 373 Park Avenue South 2nd Floor New York, NY 10016 Business Description: The Debtors own and operate 16 fine casual bakery cafes in New York City under the trade name "Maison Kayser." Maison Kayser, a global brand, is an authentic artisanal French boulangerie that has been doing business in New York since 2012. For more information, visit https://maison-kayser-usa.com. Chapter 11 Petition Date: September 10, 2020 Court: United States Bankruptcy Court Southern District of New York Twenty-one affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Cosmoledo, LLC (Lead Debtor) 20-12117 Breadroll, LLC 20-12118 688 Bronx Commissary, LLC 20-12119 95 Broad Commissary, LLC 20-12120 178 Bruckner Commissary, LLC 20-12121 8 West Bakery, LLC 20-12122 NYC 1294 Third Ave Bakery, LLC 20-12123 921 Broadway Bakery, LLC 20-12124 1800 Broadway Bakery, LLC 20-12125 1535 Third Avenue Bakery, LLC 20-12126 2161 Broadway Bakery, LLC 20-12127 210 Joralemon Bakery, LLC 20-12128 1377 Sixth Avenue Bakery, LLC 20-12129 400 Fifth Avenue Bakery, LLC 20-12130 1400 Broadway Bakery, LLC 20-12131 575 Lexington Avenue Bakery, LLC 20-12132 685 Third Avenue Bakery, LLC 20-12133 370 Lexington Bakery, LLC 20-12134 787 Seventh Avenue Bakery, LLC 20-12135 339 Seventh Avenue Bakery, LLC 20-12136 55 Hudson Yards Bakery, LLC 20-12137 Debtors' Counsel: Andrew R. Gottesman, Esq. Maria E. Garcia, Esq. Gabriel Altman, Esq. MINTZ & GOLD LLP 600 Third Avenue, 25th Fl. New York, New York 10016 Tel: (212) 696-4848 Fax: (212) 696-1231 Email: gottesman@mintzandgold.com garcia@mintzandgold.com altman@mintzandgold.com Debtors' Financial Advisors, Accountants, & Consultants: CBIZ ACCOUNTING, TAX AND ADVISORY OF NEW YORK, LLC Debtors' Solicitation, Notice & Claims Agent: DONLIN RECANO & COMPANY, INC. https://www.donlinrecano.com/Clients/mk/Index Estimated Assets: $10 million to $50 million Estimated Liabilities: $50 million to $100 million The petitions were signed by Jose Alcalay, chief executive officer. A copy of Cosmoledo, LLC's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6NZA2CY/Cosmoledo_LLC__nysbke-20-12117__0001.0.pdf?mcid=tGE4TAMA List of Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Santander Bank N.A Loan $6,662,292 Sovereign Bank P.O. Box 14655 Reading PA 19612 Alex Escobar Tel: 917-421-4869 Email: aescobar@santander.us 2. Maison Eric Kayser Royalties $623,988 Medatlantique Limited 7D Nikou Kradioti tower 4 3rd Floor Flat / Office 302 Ergomi PC Nicosia 2411 Cyprus Francois Herbaux Tel: 3572-231-3339 Email: francois.herbaux@maison-kayser.com 3. Central Park South Rent $453,071 Associates LLC 240 Central Park South Mgmt Office New York NY 10019 Jenny K. Tel: 212-581-6394 Email: jennyk@omnispective.com 4. AB 40th Street LLC Rent $318,235 110 East 59th Street 34th Floor New York NY 10022-1379 Shauna Singer Tel: 212-421-1300 Ext 574 Email: ssinger@resnicknyc.com 5. 3rd and 87th LP Rent $305,501 Attn: Pinnacle City Living P.O. Box 445 Emerson NJ 07630 Tel: 646-813-2275 Email: 200east87mgr@pinnacleliving.com 6. 575 Lex Property Owner LLC Rent $288,824 P.O. Box 780236 Philadelphia PA 19178-0236 Christa Hinckley Tel: 212.702.9824 x202 Email: chinckley@normandyrealty.com 7. The Langham Place, Fifth Rent $288,198 Avenue 400 Fifth Avenue New York NY 10018 Hannah Riches Tel: 212-613-8643 Email: hannah.riches@langhamhotels.com 8. William Colavito, Inc. Rent $268,697 352 Seventh Avenue Suite 211 New York NY 10001 Tel: 212-688-1414 Email: colavito_re@yahoo.com 9. The Claridge's Company LLC Rent $263,530 c/o Manhattan Skyline 103 W 55th Street New York NY 10019 Adolfo Rodas Tel: 212-977-4813 Email: AR@mskyline.com 10. Douglas Elliman Property Rent $260,635 Mgmnt C/O 175 East 74th Corporation PO Box 11830 AR Dept: PD Newark NJ 07101-8182 Neil Rappaport Tel: 212-350-2879 Email: Neil.Rappaport@ellimanpm.com 11. Colorado Associates LLC Rent $256,296 421 Seventh Avenue 15th floor New York NY 10001 Ethel He Tel: 212-564-7250 Email: ehee@aagmgmt.com 12. 373-381 PAS Associates, LLC Rent $225,914 c/o Atco Properties & Management 97-77 Queens Blvd 11th Floor Rego Park NY 11374 Martina Jankova Tel: 718- 326-3560 Email: MJankova@atco555.com 13. ESRT 1400 Broadway LLC Rent $219,117 P.O. Box 28848 New York NY 10087-8848 Othaniel Stone Tel: Tel: 212-400-3331 Email: ostone@empirestaterealtytrust.com 14. FSP 787 Seventh, LLC Rent $201,419 PO Box 780378 Philadelphia PA 19178-0378 Cinthia Tejada Tel: 212.554.8879 Email: ctejada@cwp-ms.com 15. BSD 370 Lexington, LLC Rent $195,500 P.O. Box 76310 Baltimore MD 21275-6310 Nyshema Gary Tel: 212-370-9800 Email: jamesa@bsdre.com 16. One Hudson Yards Owner, LLC Rent $193,391 c/o The Related Companies LP 60 Columbus Circle New York NY 10023 Ted Shields Tel: 347-920-7514 Email: ted.shields@related.com 17. GO 685 Third Avenue Owner LLC Rent $178,559 285 Madison Avenue Suite 1800 New York NY 10017 Jason Hill Tel: 212-682-5601 Email: Ira.Gardner@am.jll.com 18. Imperial Bag & Paper Co., LLC Trade $161,987 255 Route 1&9 Jersey City NJ 07306 Tel: 201-437-7440 Email: cmerced@imperialbag.com 19. Baldor Specialty Foods, Inc Trade $151,277 P.O. Box 5411 New York NY 10087-5411 John Hansburg Tel: 347-672-2176 Email: SLuna@baldorfood.com 20. 210 Muni LLC c/o United American Land LLC Rent $148,592 73 Spring Street 6th Floor New York NY 10012 Miriam Bric Tel: 917-560-9168 Email: miriam@ualny.com COUNTERPATH CORP: Swings to $24,600 Net Income in 1st Quarter ------------------------------------------------------------- Counterpath Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $24,614 on $3.43 million of total revenue for the three months ended July 31, 2020, compared to a net loss of $929,723 on $2.57 million of total revenue for the three months ended July 31, 2019. As of July 31, 2020, the Company had $13.48 million in total assets, $9.84 million in total liabilities, and $3.65 million in total stockholders' equity. Going Concern The Company has experienced recurring losses and has an accumulated deficit of $69,653,042 as of July 31, 2020, as a result of revenues being historically lower than expenses, resulting from a number of factors including its buildout of a cloud based subscription platform concurrent with the change of its licensing model to subscription based licensing and has not reached profitable operations on a consistent basis. However, during the quarter ended July 31, 2020, revenue has increased by approximately 33%, compared to the quarter ended July 31, 2019. The Company said it is uncertain whether the Company would have sufficient cash flows to meet its current obligations to repay the related party loan payable of $2,000,000, which is due on April 11, 2021. Further, due to the recent and ongoing outbreak of COVID-19, the spread of COVID-19 has severely impacted many economies around the world, including those in which the Company's customers operate. Management has taken steps to help mitigate any potential negative impact on operations including having reduced operating costs and obtaining financial assistance made available through the U.S. government through the Paycheck Protection Program. However, the Company is unable to determine the future impact on its financial position and operating results. Together, these factors raise substantial doubt about the Company's ability to continue operating as a going concern within one year of the date of issuance of the interim consolidated financial statements. To alleviate this situation, the Company has plans in place to improve its financial position and liquidity, while executing on its growth strategy, by managing and or reducing costs that are not expected to have an adverse impact on the ability to generate cash flows, as the transition to its software as a service platform and subscription licensing continues. The Company has historically been able to manage liquidity requirements through cost management and cost reduction measures, supplemented with raising additional financing. If the Company is unable to maintain sufficient cash flows, the Company will not be able to meet its present obligations. The Company has taken steps to obtain financial assistance made available from the U.S. government to help mitigate the impact of COVID-19 on its operations. On May 1, 2020, the Company, through its subsidiary, CounterPath LLC, entered into a promissory note with Bank of America for a term loan in the amount of $209,035. The Loan is made pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act. In addition, under the existing related party loan agreement, as of July 31, 2020, the unused portion of the loan principal was $3,000,000. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1236997/000106299320004433/form10q.htm About CounterPath Headquartered in British Columbia, Canada, CounterPath Corporation -- http://www.counterpath.com/-- designs, develops, and sells software and services that enable enterprises and telecommunication service providers to deliver Unified Communications & Collaborations (UCC) solutions to their end users. Its offerings include softphones that support HD voice/video calling, messaging, and presence from a wide range of call services and VoIP services, as well as hosted services for team voice, messaging, presence, video conferencing and screen sharing functionality, over Internet Protocol (IP) based networks. CounterPath reported a net loss of $1.10 million for the year ended April 30, 2020, compared to a net loss of $5.01 million for the year ended April 30, 2019. As of April 30, 2020, the Company had $13.65 million in total assets, $11.61 million in total liabilities, and $2.04 million in total stockholders' equity. BDO Canada LLP, in Vancouver, British Columbia, the Company's auditor since 2006, issued a "going concern" qualification in its report dated July 16, 2020, citing that the Company has incurred losses and has an accumulated deficit of $69,677,656 as of April 30, 2020. These events and conditions, along with other matters, raise substantial doubt about its ability to continue as a going concern. COVIA HOLDINGS: Committes Hires FTI Consulting as Financial Advisor ------------------------------------------------------------------- The official committee of unsecured creditors Covia Holdings Corporation and its affiliates seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to retain FTI Consulting, Inc., as its financial advisor. The Committee requires FTI Consulting to: a. assist in the preparation of analyses required to assess any proposed Debtor-In-Possession (DIP) financing or use of cash collateral; b. assist with the assessment and monitoring of the Debtors' short term cash flow, liquidity, and operating results; c. assist in the review of financial related disclosures required by the Court, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs and Monthly Operating Reports; d. assist with the review of any retention and other employee benefit programs; e. assist with the review of the Debtors' analysis of core business assets and the potential disposition or liquidation of non-core assets; f. assist with the review of the Debtors' cost/benefit analysis with respect to the affirmation or rejection of various executory contracts and leases; g. assist with review of any tax issues associated with, but not limited to, claims/stock trading, preservation of net operating losses, refunds due to the Debtors, plans of reorganization, and asset sales; h. assist in the review of the claims reconciliation and estimation process; i. assist in the review of other financial information prepared by the Debtors, including, but not limited to, cash flow projections and budgets, business plans, cash receipts and disbursement analysis, asset and liability analysis, and the economic analysis of proposed transactions for which Court approval is sought; j. attend meetings and assist in discussions with the Debtors, potential investors, banks, other secured lenders, the Committee and any other official committees organized in these chapter 11 proceedings, the U.S. Trustee, other parties in interest and professionals hired by the same, as requested; k. assist in the review and/or preparation of information and analysis necessary for the confirmation of a plan and related disclosure statement in these chapter 11 proceedings; l. assist in the evaluation and analysis of avoidance actions, including fraudulent conveyances and preferential transfers; m. assist in the prosecution of Committee responses/objections to the Debtors' motions, including attendance at depositions and provision of expert reports/testimony on case issues as required by the Committee; and n. render such other general business consulting or such other assist as the Committee or its counsel may deem necessary that are consistent with the role of a financial advisor and not duplicative of services provided by other professionals in this proceeding. Hourly rates currently charged by FTI are: Senior Managing Directors $920 - $1,295 Directors / Senior Directors / Managing Directors $690 - $905 Consultants/Senior Consultants $370 - $660 Administrative / Paraprofessionals $150 - $280 Michael Cordasco, senior managing director with FTI , 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. FTI can be reached at: Michael Cordasco FTI Consulting, Inc. Three Times Square, 9th Floor New York, NY, 10036 Tel: +1 212 247 1010 Fax: +1 212 841 9350 Email: michael.cordasco@fticonsulting.com Covia Holdings Corporation Independence, Ohio-based Covia Holdings Corporation provides diversified mineral-based and material solutions for the energy and industrial markets. It produces a specialized range of industrial materials for use in the glass, ceramics, coatings, foundry, polymers, construction, water filtration, sports and recreation, and oil and gas markets. Visit http://www.coviacorp.comfor more information. Covia Holdings and its affiliates filed Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No. 20-33295) on June 29, 2020. At the time of the filing, Debtors disclosed $2,504,740,814 in assets and $1,903,952,839 in liabilities. Judge Marvin Isgur presides over the cases. Debtors have tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as legal counsel; Jackson Walker, LLP as co-counsel; Kobre & Kim, LLP as special litigation counsel; PJT Partners, LP as investment banker; Alipartners, LLP as financial advisor; and Prime Clerk, LLC as claims and noticing agent. The Office of the U.S. Trustee appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. COVIA HOLDINGS: Committes Hires Morgan Lewis as Legal Counsel ------------------------------------------------------------- The official committee of unsecured creditors Covia Holdings Corporation and its affiliates seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to retain Morgan, Lewis & Bockius LLP as its counsel. The Committee requires Morgan Lewis to: a. advise the Committee with respect to its rights, duties and powers in these cases; b. assist and advise the Committee in its consultations with the Debtors relating to the administration of these cases; c. attend meetings and negotiate with representatives of the Debtors and other parties in interest; d. assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure, and in negotiating with the holders of claims and, if appropriate, equity interests; e. assist the Committee in its investigation of acts, conduct, assets, liabilities and financial condition of, and potential claims and causes of action against, the Debtors and the Debtors' insiders, and other parties involved with the Debtors (including the Debtors' lenders, and the alleged liens and security interests asserted by such lenders), and of the operation of the Debtors' business; f. assist the Committee in its analysis of, and negotiations with the Debtors or any other third party concerning matters related to, among other things, the assumption or rejection of certain leases and executory contracts, asset sales or other dispositions, financing transactions or arrangements, cash collateral stipulations or proceedings, the valuation of the Debtors' businesses, the valuation of the non-Debtor entities (including the equity in such non-Debtor entities), and the terms of a disclosure statement and plan(s) of reorganization or liquidation for the Debtors; g. assist and advise the Committee as to its communications, if any, to the general creditor body regarding significant matters in these cases; h. represent the Committee at all hearings and other proceedings; i. review, analyze, and advise the Committee with respect to applications, orders, statements of operations and schedules filed with the Court; j. negotiate with the key constituents in furtherance of the development of a chapter 11 plan(s), either co-sponsored, supported or not supported by the Debtors; k. assist the Committee in preparing pleadings and applications, including motions and objections to motions, as may be necessary in furtherance of the Committee's interests and objectives; l. advise and assist the Committee with respect to any legislative, regulatory, or government activities; and m. perform such other legal services as may be required and are deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code. Hourly rates currently charged by Morgan Lewis are: Partners $1025-$1250 Of Counsel $845 Associates $500-$675 Paraprofessionals $280-$360 Andrew J. Gallo, member of Morgan Lewis, 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. Morgan Lewis can be reached at: Andrew J. Gallo, Esq. MORGAN, LEWIS & BOCKIUS, LLP 101 Park Ave. New York, NY 10178-0060 Phone: +1-212-309-6669 Fax: +1-212-309-6001 Covia Holdings Corporation Independence, Ohio-based Covia Holdings Corporation provides diversified mineral-based and material solutions for the energy and industrial markets. It produces a specialized range of industrial materials for use in the glass, ceramics, coatings, foundry, polymers, construction, water filtration, sports and recreation, and oil and gas markets. Visit http://www.coviacorp.comfor more information. Covia Holdings and its affiliates filed Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No. 20-33295) on June 29, 2020. At the time of the filing, Debtors disclosed $2,504,740,814 in assets and $1,903,952,839 in liabilities. Judge Marvin Isgur presides over the cases. Debtors have tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as legal counsel; Jackson Walker, LLP as co-counsel; Kobre & Kim, LLP as special litigation counsel; PJT Partners, LP as investment banker; Alipartners, LLP as financial advisor; and Prime Clerk, LLC as claims and noticing agent. The Office of the U.S. Trustee appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. DELTA MATERIALS: Seeks to Hire L.M. Henderson as Accountant ----------------------------------------------------------- Delta Materials, LLC, and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ James J. Cline, Jr. and the firm of L.M. Henderson & Company LLP as accountant. L.M. Henderson will provide the following services in connection with bookkeeping: -- post monthly cash receipts; -- post monthly cash disbursements; -- post any monthly recurring journal entries; -- generate monthly internal financial statements; -- maintain fixed asset records; and -- prepare monthly cash receipts and cash disbursement reports. L.M. Henderson's hourly rates are: Partners $225 to $295 Managers and directors $145 to $220 Senior Accountants $110 to $120 Staff $90 to $100 James J. Cline, Jr., a partner at L.M. Henderson, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: James J. Cline, Jr. L.M. Henderson & Company, LLP 450 E 96th St #200 Indianapolis, IN 46240 Phone: +1 317-566-1000 About Delta Materials, LLC Delta Materials, LLC and its affiliate Delta Aggregate, LLC (Bankr. S.D. Fla. Lead Case No. 19-13191) filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code on March 12, 2019. Delta Aggregate owns a property located at 9025 Church Rd, Felda, Florida, having an appraised value of $22 million. The Debtors' counsel is Bradley S. Shraiberg, Esq., at Shraiberg Landau & Page, PA, in Boca Raton, Florida. At the time of filing, Delta Materials's total assets was $22,006,491 and total liabilities was $10,377,363. Delta Aggregate's total assets was $22,006,491 and total liabilities was $10,377,363. The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Delta Materials, according to court docket. DENBURY RESOURCES: Prepackaged Plan Confirmed by Judge ------------------------------------------------------ Denbury Resources Inc. (OTC Pink: DNRCQ) announced Sept. 4, 2020, that the United States Bankruptcy Court for the Southern District of Texas has confirmed its "pre-packaged" plan to restructure the Company's balance sheet and eliminate Denbury's $2.1 billion of bond debt (the "Plan"). The Plan received the overwhelming support of the Company's stakeholders, receiving high consensus across all voting classes and unanimous acceptance from second lien and convertible noteholders. The Company expects to successfully complete its financial restructuring and emerge from Chapter 11 in mid-September. Consistent with the previously announced Restructuring Support Agreement, the Plan implements a financial restructuring of the Company's balance sheet. The Plan is specifically designed to have no impact on the Company's operations while fully satisfying all trade, customer, employee, royalty, working, and other mineral interest claims in the ordinary course. Per the Plan, the Company is authorized to and must pay trade, employee, and ordinary course claims. Chris Kendall, Denbury's President and CEO, commented, "We are pleased to have reached this important milestone on an expedited basis thanks to the strong support of the Company's creditors, along with our customers and business partners. Importantly, we continue to perform at a high level, remaining focused on safe, responsible and efficient operations, and we are committed to maintaining a strong balance sheet. "Most of all, I want to thank our team for their continued hard work and dedication to Denbury during this restructuring process. We look forward to emerging as a stronger business with significant financial flexibility, positioning Denbury to continue building on the multiple advantages of our unique CO2 EOR focused strategy for many years to come." Additional information is available at http://www.denburyrestructuring.com/or by calling Denbury's Restructuring Hotline at 855-917-3570 (toll-free in the U.S.) or 503-520-4467 (for calls originating outside the U.S.). Court documents and additional information about the Court-supervised process are available on a separate website administered by Denbury's claims agent, Epiq, at https://dm.epiq11.com/Denbury. About Denbury Resources Headquartered in Plano, Texas, Denbury Resources Inc. -- http://www.denbury.com/--is an independent oil and natural gas company with onshore production and development activities in the Gulf Coast and Rocky Mountains regions. The Company's goal is to increase the value of its properties through a combination of exploitation, drilling and proven engineering extraction practices, with the most significant emphasis relating to carbon dioxide enhanced oil recovery (CO2 EOR) operations. Denbury filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 20-33801) on July 30, 2020. The Hon. David R. Jones oversees the case. At the time of filing, the Debtors have $4,607,091,000 in total assets and $3,117,646,000 in total debt as of March 31, 2020. The Debtors tapped KIRKLAND & ELLIS LLP as general bankruptcy counsel; JACKSON WALKER L.L.P. as local bankruptcy counsel; EVERCORE GROUP L.L.C. as financial advisor; and ALVAREZ & MARSAL NORTH AMERICA, LLC as restructuring advisor. EPIQ CORPORATE RESTRUCTURING, LLC, is the claims agent. DESIGN MASSAGE: Seeks to Hire John L Lentell as Legal Counsel ------------------------------------------------------------- Design Massage Therapy, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Missouri the Law Office of John L Lentell JD MBA LLC as its legal counsel. The services that will be provided by Lentell are as follows: a. representation in all phases of the bankruptcy proceedings; and b. performance of all other legal services for and on behalf, which may be necessary or appropriate in association with the administration of this case and the reorganization of the bankruptcy estate. The hourly rate currently charged by Lentell is $200. Lender is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: John L. Lentell, Esq. John L Lentell JD MBA LLC 4630 W. 137th Street, Suite 107 Leakwood, KS 66224 Tel: (913) 400-2032 Fax: (913) 400-2082 Email: jlentell@lentell-lawoffice.com About Design Massage Therapy Design Massage Therapy, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 20-41167) on June 23, 2020. At the time of the filing, Debtor had estimated assets of between $100,001 and $500,000 and liabilities of between $50,001 and $100,000. Judge Brian T. Fenimore oversees the case. John L. Lentell JD MBA, LLC is Debtor's legal counsel. DIOCESE OF SYRACUSE: Hires Blank Rome as Special Insurance Counsel ------------------------------------------------------------------ The Roman Catholic Diocese of Syracuse, New York seeks approval from the U.S. Bankruptcy Court for the Northern District of New York to employ Blank Rome, LLP, as its special insurance counsel. Blank Rome was retained by the Diocese pre-petition to render legal services and advise the Diocese regarding its insurance policies in anticipation of the Diocese filing this bankruptcy case. Blank Rome's services will be essential to the reorganization of the Diocese because obtaining maximum insurance coverage increases the viability of confirming a chapter 11 plan of reorganization that adequately addresses the Child Victims Act Claims in this case. In addition, Blank Rome has specialized knowledge in the areas of policy audits, insurance coverage litigation, complex insurance settlements, and analyzing insurance programs and risk profiles. The Diocese paid Blank Rome $9,076.76 for pre-petition services rendered to the Diocese. Blank Rome has no connection with the Diocese, its creditors, or any other party in interest, their respective attorneys and accountants, the Office of the United States Trustee, or any person employed in the Office of the United States Trustee and does not hold any bias towards or against the Diocese's estate, according to court filings. The firm can be reached through: James R. Murray, Esq. BLANK ROME LLP 1825 Eye Street NW Washington, D.C. 20006 Telephone: (202) 420-2200 Facsimile: (202) 420-2201 E-mail: jmurray@blankrome.com About The Roman Catholic Diocese of Syracuse The Roman Catholic Diocese of Syracuse, New York, through its administrative offices (a) provides operational support to the Catholic parishes, schools and certain other Catholic entities that operate within the territory of the Diocese in support of their shared charitable, humanitarian and religious missions; (b) conducts school operations by managing tuition and scholarship payments, employee payroll, and other school related operating expenses for separately incorporated Diocesan schools, as well as providing parish schools with financial, operational and educational support; and (c) provides comprehensive risk management services to the OCEs through the Diocese's insurance program. For more information, visit www.syracusediocese.org The Roman Catholic Diocese of Syracuse, New York, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bank. N.D.N.Y. Case No. 20-30663) on June 19, 2020. Stephen A. Breen, chief financial officer, signed the petition. At the time of filing, the Debtor estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities. Judge Margaret M. Cangilos-Ruiz oversees the case. The Debtor tapped Bond, Schoeneck and King, PLLC as its legal counsel and Stretto as claims agent and administrative advisor. The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in the Debtor's bankruptcy case. The committee tapped Stinson, LLP as legal counsel and Saunders Kahler, L.L.P. as local counsel. EASTERN NIAGARA: Seeks to Hire Hunt Commercial as Broker -------------------------------------------------------- Eastern Niagara Hospital, Inc., seeks approval from the U.S. Bankruptcy Court for the Western District of New York to hire Hunt Commercial Real Estate Corp. as its real estate broker. The firm will assist in the sale of the Debtor's real property located at 2600 William St., Newfane, N.Y. Tax Map Identified 38-08-2-50 and the vacant parcel at 38.08-2-60.1 together. Hunt Commercial will receive a 5 percent commission. Should any buyer also employ a broker, such broker will share in the commission and will receive 2.5 percent of the sale price of the property. Hunt Commercial is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Ronald Tronolone Hunt Commercial Real Estate Corp. 403 Main St., Suite 400 Buffalo, NY 14203 Phone: (716) 854-5943 Fax: (716) 204-7559 Email: gunner@huntcommercial.com 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. 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. EFS COGEN: S&P Assigns Prelim 'BB-' Rating to $950MM Term Loan B ---------------------------------------------------------------- S&P Global Ratings assigned its preliminary 'BB-' project finance issue rating to EFS Cogen Holdings I LLC's (EFS Cogen) new $950 million term loan B (TLB) and $100 million revolving credit facility (RCF). S&P also assigned a preliminary '2' recovery rating to the debt. The proposed transaction results in incremental debt, but DSCRs remain strong through TLB maturity, and above S&P's downside trigger during asset life. EFS Cogen is in the process of raising $1.05 billion in financing to repay existing senior secured TLB and RCF, as well as for general corporate purposes, including a one-time distribution to its owners. The proposed issuance will consist of a $950 million senior secured TLB with a term of seven years, and a senior secured RCF with a capacity of $100 million, expiring in five years. Proceeds from the transaction will be used to repay existing debt ($839 million), as well as for general corporate purposes ($87 million), including the one-time dividend payment to its equity holders, and payment of transaction-related fees and expenses ($27 million). Although the transaction results in incremental debt of about $111 million, S&P notes that the maturity of the TLB will be pushed by more than four years, the period during which the project will sweep cash, offsetting some of the impact from increased borrowing. S&P now forecasts a minimum DSCR of 1.40x and an average DSCR of 2.04x for EFS Cogen throughout its reliable asset life. S&P also notes that the proposed TLB structure will no longer require EFS Cogen to comply with a target debt balance requirement, which reduces the rating agency's expectation of cash sweeps relative to the existing TLB, increasing forecast debt at maturity (September 2027), and weakening the project life coverage ratio (PLCR) to around 1.55x at that time. The PLCR, which is a measure of a project's refinancing risk, compares the present value of its future cash flows relative to forecast debt at the point of maturity, establishing the likelihood that the project will ultimately repay its debt. The analysis is particularly relevant for projects that have market-sensitive cash flows and are financed with structures that materially rely on cash sweeps for the repayment of debt. Based on S&P's assessment of the project's operating risk, a 'B+' cap would apply at a PLCR below 1.5x. S&P also notes that the PLCR is sensitive to changes in the rating agency's assumptions of variables such as the discount rate, spark spreads, asset life, and capital spending; as well as the project's actual financial performance, which will determine cash sweeps and consequently the debt outstanding at TLB maturity." "The stable outlook reflects our view that EFS Cogen will continue to operate in line with historical performance and generate strong DSCRs through TLB maturity. We also expect that the minimum DSCR will remain above 1.35x in the post-refinancing period from 2027 to 2035, in which we assume a fully amortizing debt structure," S&P said. "Finally, we expect the project to maintain asset coverage consistent with the rating level, such that its capital structure is sustainable, as well as re-financeable at TLB maturity," the rating agency said. Downside rating pressure could result from declining market prices or persistent operating difficulties, such as low availability factors or heat rate degradation, that lead to minimum DSCR below 1.35x. S&P could also consider a negative rating action if it envisioned lower project life coverage ratios and heightened refinancing risk. S&P would consider raising the rating if the NYISO Zone J capacity market improved considerably or spark spreads widened, resulting in the project sweeping more cash than expected and reaching DSCRs above 2.0x persistently throughout the remaining life of the asset. EMPRESA LOCAL: Court Confirms Plan of Reorganization ---------------------------------------------------- Judge Brian K. Tester ordered that the Plan of Reorganization under Chapter 11 of the Bankruptcy Code filed by Empresa Local Global Inc. dated Jan. 23, 2017 is confirmed. The Debtor will timely comply with the requirements of PR LBR 3022-1 in order to obtain the Final Decree. About Empresa Local Global Empresa Local Global, Inc., formerly known as Casas Mi Estillo, was created in 1987 and was in the business of selling wooden prefabricated houses in Puerto Rico. Empresa Local Global filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 14-06675) on Aug. 14, 2014. The case is assigned to Judge Brian K. Tester. At the time of the filing, the Debtor was estimated to have assets and liabilities of less than $1 million. The Debtor is represented by Charles A. Cuprill-Hernandez, Esq., in San Juan, Puerto Rico. ENERGY ALLOYS: Sept. 17 Deadline Set for Committee Questionnaires ----------------------------------------------------------------- Energy Alloys Holdings, LLC, which filed for Chapter 11 protection, authorizes the United States Trustee to appoint an Official Committee of Unsecured Creditors in its bankruptcy case. The Committee represents the interests, and acts on behalf, of all unsecured creditors. Members of the Committee are generally selected from the list of the twenty largest unsecured creditors. If a party wishes to be considered for membership on the Committee, it must complete a required Questionnaire and return it via email to Linda.Casey@usdoj.gov at https://tinyurl.com/y5tv3w22 at the Office of the United States Trustee so that it is received no later than Thursday, Sept. 17, 2020 at 4:00 p.m. Under the Bankruptcy Code, the Committee has the right to demand that the debtor consult with the Committee before making major decisions or changes, to request the appointment of a trustee or examiner, to participate in the formation of a plan of reorganization, and in some cases, to propose its own plan of reorganization. About Energy Alloys Founded in 1995, Energy Alloys Holdings LLC and its affiliates — https://www.ealloys.com// — are privately-owned distributors and resellers of tube and bar products sold into the oil and gas industry for the exploration of hydrocarbons. On Sept. 9, 2020, Energy Alloys Holdings LLC and seven of its affiliates filed for bankruptcy protection (Bankr. D. Del., Lead Case No. 20-12088). The petitions were signed by Bryan Gaston, chief restructuring officer. The Hon. Mary Walrath presides over the cases. The Debtors estimated consolidated assets of $10 million to $50 million, and consolidated liabilities of $100 million and $500 million. Richards, Layton & Finger, P.A. has been tapped as bankruptcy counsel to the Debtors, while Akin Gump Strauss Hauer & Feld LLP serves as corporate counsel to the Debtors. Ankura Consulting Group, LLC acts as interim management services provider, Moelis & Company as investment banker, and Epiq Corporate Restructuring LLC as claims and noticing agent. EVIO INC: Incurs $1.40 Million Net Loss in Third Quarter -------------------------------------------------------- Evio, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $1.40 million on $603,192 of total revenues for the three months ended June 30, 2020, compared to a net loss of $1.37 million on $1.10 million of total revenues for the three months ended June 30, 2019. As of June 30, 2020, the Company had $6.85 million in total assets, $21.55 million in total liabilities, and a total deficit of $14.69 million. During the nine months ended June 30, 2020, the Company used $757,777 in cash from operating activities compared to cash used in operating activities of $2,356,864 for the six months ended June 30, 2019. The improvement of $1,599,087 is primarily attributable to a reduction in operating losses as compared to 2019. During the nine months ended June 30, 2020, the Company used $39,206 in investing activities compared to $92,548 used in investing activities during the same period ended June 30, 2019. The reduction of $53,342 is attributable to a decrease in the purchase of fixed assets. During the nine months ended June 30, 2020, net cash from financing activities was $734,823 compared to $2,423,814 during the same nine month period ended June 30, 2019. The decrease in the 2019 period is primarily attributable a decrease in proceeds from the issuance of common stock, convertible debentures, and convertible notes, while the company increased its repayments of capital leases and loans. Going Concern The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has negative working capital, recurring losses, and does not have an established source of revenues sufficient to cover its operating costs. The Company said these factors raise substantial doubt about its ability to continue as a going concern. Evio stated, "The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern. "In the coming year, the Company's foreseeable cash requirements will relate to the continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with operations and business developments. The Company may experience a cash shortfall and be required to raise additional capital. "Historically, it has mostly relied upon convertible debentures, convertible promissory notes, internally generated funds such as shareholder loans and advances to finance its operations and growth. Management may raise additional capital by retaining net earnings or through future public or private offerings of the Company's stock or loans from private investors, although there can be no assurance that it will be able to obtain such financing. Additionally, due to the onset of COVID-19 obtaining financing may be more difficult to obtain currently compared to historic levels. The Company's failure to do so could have a material and adverse effect upon it and its shareholders." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/715788/000149315220017453/form10q.htm#o_003 About EVIO, Inc. EVIO, Inc., formerly Signal Bay, Inc. -- http://www.eviolabs.com/ -- provides analytical testing and advisory services to the emerging legalized cannabis industry. The Company is domiciled in the State of Colorado, and its corporate headquarters is located in Bend, Oregon. Evio reported a net loss of $20.67 million for the year ended Sept. 30, 2019, compared to a net loss of $11.94 million on for the year ended Sept. 30, 2018. BF Borgers CPA PC, in Lakewood, CO, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 18, 2020 citing that the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. EVIO INC: Incurs $2.98 Million Net Loss in Second Quarter --------------------------------------------------------- Evio, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $2.98 million on $867,814 of total revenues for the three months ended March 31, 2020, compared to a net loss of $3.82 million on $735,179 of total revenues for the three months ended March 31, 2019. For the six months ended March 31, 2020, the Company reported a net loss of $5.29 million on $2.20 million of total revenues compared to a net loss of $6.49 million on $1.92 million of total revenues for the six months ended March 31, 2019. As of March 31, 2020, the Company had $7.41 million in total assets, $21.30 million in total liabilities, and a total deficit of $13.89 million. Going concern The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has negative working capital, recurring losses, and does not have an established source of revenues sufficient to cover its operating costs. The Company said these factors raise substantial doubt about its ability to continue as a going concern. Evio said, "The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern. "In the coming year, the Company's foreseeable cash requirements will relate to the continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with operations and business developments. The Company may experience a cash shortfall and be required to raise additional capital. "Historically, it has mostly relied upon convertible debentures, convertible promissory notes, internally generated funds such as shareholder loans and advances to finance its operations and growth. Management may raise additional capital by retaining net earnings or through future public or private offerings of the Company's stock or loans from private investors, although there can be no assurance that it will be able to obtain such financing. Additionally, due to the onset of COVID-19 obtaining financing may be more difficult to obtain currently compared to historic levels. The Company's failure to do so could have a material and adverse effect upon it and its shareholders." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/715788/000149315220017452/form10-q.htm About EVIO, Inc. EVIO, Inc., formerly Signal Bay, Inc. -- http://www.eviolabs.com-- provides analytical testing and advisory services to the emerging legalized cannabis industry. The Company is domiciled in the State of Colorado, and its corporate headquarters is located in Bend, Oregon. Evio reported a net loss of $20.67 million for the year ended Sept. 30, 2019, compared to a net loss of $11.94 million on for the year ended Sept. 30, 2018. BF Borgers CPA PC, in Lakewood, CO, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 18, 2020 citing that the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. EVIO INC: Reports $2.3 Million Net Loss for First Quarter --------------------------------------------------------- Evio, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss attributable to the Company's shareholders of $2.31 million on $1.33 million of total revenues for the three months ended Dec. 31, 2019, compared to a net loss attributable to the Company's shareholders of $2.60 million on $1.18 million of total revenues for the three months ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $8.06 million in total assets, $20.15 million in total liabilities, and a total deficit of $12.08 million. Going concern The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has negative working capital, recurring losses, and does not have an established source of revenues sufficient to cover its operating costs. The Company said these factors raise substantial doubt about its ability to continue as a going concern. "The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern. "In the coming year, the Company's foreseeable cash requirements will relate to the continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with operations and business developments. The Company may experience a cash shortfall and be required to raise additional capital. "Historically, it has mostly relied upon convertible debentures, convertible promissory notes, internally generated funds such as shareholder loans and advances to finance its operations and growth. Management may raise additional capital by retaining net earnings or through future public or private offerings of the Company's stock or loans from private investors, although there can be no assurance that it will be able to obtain such financing. Additionally, due to the onset of COVID-19 obtaining financing may be more difficult to obtain currently compared to historic levels. The Company's failure to do so could have a material and adverse effect upon it and its shareholders," Evio stated in the Report. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/715788/000149315220017425/form10-q.htm About EVIO, Inc. EVIO, Inc., formerly Signal Bay, Inc. -- http://www.eviolabs.com-- provides analytical testing and advisory services to the emerging legalized cannabis industry. The Company is domiciled in the State of Colorado, and its corporate headquarters is located in Bend, Oregon. Evio reported a net loss of $20.67 million for the year ended Sept. 30, 2019, compared to a net loss of $11.94 million on for the year ended Sept. 30, 2018. BF Borgers CPA PC, in Lakewood, CO, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 18, 2020 citing that the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. FACTOM INC: Reaches Plan Compromise With FastForward ---------------------------------------------------- Factom, Inc., submitted a Second Amended Chapter 11 Plan of Reorganization. The Debtor's initial plan proposed to estimate FastForward's claim under the SAFE at $0, pursuant to 11 U.S.C. Sec. 502(c). FastForward disputed the proposed estimation, and moved to change the venue of this chapter 11 case to the United States Bankruptcy Court for the Western District of Texas, and to dismiss this case, or alternatively, convert it to one under chapter 7. Following direct negotiations between the Debtor's and FastForward's respective principals, followed by a telephonic settlement conference among them and the parties' respective counsel and the Subchapter V Trustee held July 22, 2020, the Debtor and FastForward have agreed to compromise their respective disputes on terms whereby FastForward's SAFE will be deemed to have converted to equity upon the Effective Date based on a conversion price of $1.015, resulting in the immediate issuance, on the Effective Date, of 5,911,330 Series A shares to FastForward and a total holding by FastForward in Factom of 6,311,330 Series A shares equal to 30.39% (excluding warrants) of the total issued capital, as reflected in the post-Effective Date capitalization table annexed hereto as Schedule 1 ("Post-Effective Date Capitalization Table"). During the parties' discussions, the Debtor represented that all outstanding warrants comprise two tranches of 412,579 and 147,457 shares, respectively, both with an $0.80 strike price and expiring in 2026; that in addition to these warrants, there are outstanding options for 989,000 shares all held by one person (a founder and former employee of the Debtor) with a strike price of$0.27 that are scheduled to expire in December 2020; that pending the Effective Date the Debtor will not be issuing any new share options; and that FastForward would be permitted informational rights as described below. Class 2 Secured Claims Except to the extent that the holder of an allowed secured claim agrees to less favorable treatment, each such holder will receive, at the option of the Debtor, (i) cash in an amount equal to the allowed amount of such claim, on the later of the Effective Date and the date on which such claim becomes allowed; (ii) delivery of the collateral such allowed secured claim and payment of any interest required by Bankruptcy Code section 506(b); or (iii) such other treatment necessary to satisfy the requirements of Bankruptcy Code section 1129. Each holder of an allowed secured claim shall retain the liens securing such claim as of the Effective Date until full and final satisfaction of the claim is made as provided herein, after which such liens shall be deemed released, terminated and extinguished, in each case without further notice to order of the Court,act or action under applicable law, or the consent of any person. Class 3 General Unsecured Claims Except to the extent that the holder of an allowed General Unsecured Claim agrees to less favorable treatment, each such holder will receive payment of its allowed claim in full in cash,plus interest at the rate of 1% per year, compounded on the last business day of each calendar quarter, within three years following the Effective Date. For the avoidance of doubt, FastForward will not be entitled to an allowed General Unsecured Claim on account of the SAFE; rather, FastForward will only be entitled to treatment as provided in Section 3.2(c). Class 4 Interests Upon the Effective Date, holders of Interests shall retain their respective Interests in the Debtor; provided, however, that in full and final satisfaction of FastForward's claims and right sunder the SAFE, upon the Effective Date, the SAFE will be deemed to have converted to equity based upon a conversion price of $1.015, resulting in the issue of 5,911,330 Series A shares to FastForward and a total holding by FastForward in Factom of 6,311,330 Series A shares equal to 30.39% (excluding warrants) of the total issued capital, as reflected in the Post-Effective Date Capitalization Table. Notwithstanding the foregoing, upon the Effective Date, FastForward shall continue to enjoy the same information rights as it enjoyed pre-Effective Date under the SAFE as conferred by the Debtor's bylaws and certificate of incorporation. A full-text copy of the Disclosure Statement dated July 29, 2020, is available at https://tinyurl.com/yyrt63vf from PacerMonitor.com at no charge. Attorneys for the Debtor: Julia Klein KLEIN LLC 919 North Market Street, Suite 600 Wilmington, Delaware 19801 Tel: (302) 438-0456 E-mail: klein@kleinllc.com - and - Jeffrey Chubak AMINI LLC 131 West 35th Street, 12th Floor New York, New York 10001 Tel: (212) 490-4700 E-mail: jchubak@aminillc.com About Factom Inc. Factom Inc. is a developer of scalable blockchain technology designed to handle complex enterprise data and volume. On June 18, 2020, Factom sought Chapter 11 protection (Bankr. D. Del. Case No. 20-11602). In the petition signed by CEO Paul Snow, the Debtor was estimated to have assets of $1 million to $10 million and liabilities of $500,000 to $1 million. The Hon. Brendan Linehan Shannon is the case judge. Jeffrey Chubak, Esq., at AMINI LLC, is the Debtor's counsel. KLEIN LLC is the Debtor's Delaware counsel. FAIRWAY MARKET: Court Approves $2.43-Mil. Deal With Bogopa ---------------------------------------------------------- Jon Springer, writing for Winsight Grocery Business, reports that Bogopa Service Corp.'s bid to acquire two Fairway Market stores was approved by the judge overseeing Fairway Group Holdings' Chapter 11 bankruptcy case. Bogopa, the Queens, N.Y.-based operator of the Food Bazaar banner, intends to convert the Fairway stores in the Douglaston neighborhood in Queens and the Red Hook neighborhood in Brooklyn to its own banner. The bid, which according to court records totaled $2.43 million and consisted primarily of equipment and inventory at the still-open stores, survived a late-arriving competing bid submitted by Seven Seas, an independent supermarket operator associated with the Key Food Stores Cooperative. Seven Seas earlier this year successfully acquired Fairway's Georgetown, Brooklyn, store and is operating it now under the Foodway banner. Seven Seas in court papers said it was willing to pay $4.2 million for the two stores but the Bogopa offer was deemed "highest and best." Food Bazaar is known for high-volume stores featuring assortments of hard-to-find ethnic foods and massive fresh food departments. It operates 28 stores in and around metro New York. Fairway's representatives are still at work finding potential buyers for Fairway stores in Harlem, N.Y., Westbury, N.Y., and Stamford, Conn. The retailer ceased operations at all three locations recently. Fairway filed for Chapter 11 protection in January with intentions of selling itself to raise money to pay creditors. Five of its best-performing stores and the brand name were acquired earlier this year by Village Super Market, the Springfield, N.J.-based ShopRite operator. Bogopa was the runner-up for those assets. About Fairway Market Fairway Group -- https://www.fairwaymarket.com/ -- is a food retailer operating 14 supermarkets across the New York, New Jersey and Connecticut tri-state area, including two with freestanding wine and liquor stores (the Stamford and Pelham locations) and two with in-store wine and liquor stores (the Woodland Park and Paramus locations). The company's flagship store is located at Broadway and West 74th Street, on the Upper West Side of Manhattan, featuring a cafe, Sur la Route, and state of the art cooking school. Fairway's stores emphasize an extensive selection of fresh, natural, and organic products, prepared foods, and hard-to-find specialty and gourmet offerings, along with a full assortment of conventional groceries. Fairway Group Holdings Corp. and 25 affiliated companies sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-10161) on Jan. 23, 2020. In the petitions signed by CEO Abel Porter, the Debtors were estimated to have $100 million to $500 million in assets and liabilities. Judge James L. Garrity, Jr., is assigned to the cases. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel; Peter J. Solomon and Mackinac Partners, LLC as financial advisor; and Omni Agent Solutions as claims, noticing and solicitation agent. FASTTRACK FOODS: Hires Weintraub & Selth as Bankruptcy Counsel -------------------------------------------------------------- Fasttrak Foods, LLC seeks authority from the U.S. Bankruptcy Court for the Central District of California to hire Weintraub & Selth, APC, as its general bankruptcy counsel. Fasttrak requires Weintraub & Selth to: a. advise Debtor concerning its rights, power, and duties under Sections 1107 and 1108 of the Bankruptcy Code; b. advise concerning all general administrative matters in the Bankruptcy Case and dealings with the Office of the United States Trustee; c. represent the Debtor at all hearings before the US Bankruptcy Court involving the Debtor in its capacity as debtor-in-possession and as reorganized debtor, as applicable, unless the Debtor is represented in that proceeding or hearing by other special counsel; d. prepare legal papers; e. advise Debtor regarding matters of the bankruptcy law, including the Debtor's rights and remedies with respect to assets of the estate and creditor claims; f. represent Debtor with regard to all contested matters; g. represent the Debtor in any litigation commenced by, or against, the Debtor, provided that such litigation is within the firm's expertise and subject to a further engagement agreement with the Debtor on the terms acceptable to the Debtor and the firm; h. represent the Debtor with regard to the negotiation, preparation and implementation of a plan of reorganization; i. analyse any secured, priority, or general unsecured claims that have been filed in this Bankruptcy Case; j. negotiate with the Debtor's secured and unsecured creditors regarding the amount and payment of claims; k. object to claims as may be appropriate; and l. perform all other legal services for the Debtor, as may be necessary. The firm's hourly rates are: Daniel J. Weintraub $595 James R. Selth $520 Crystle J. Lindsey $450 Robert Reganyan $475 Paraprofessionals $250 Legal Assistants $150 - $175 The firm received $49,500 as retainer for legal services and costs in connection with the bankruptcy case. Crystle Lindsey, Esq., a senior associate at Weintraub & Seth, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Crystle, J. Lindsey, Esq. Weintraub & Selth, APC 11766 Wilshire Boulevard, Suite 1170 Los Angeles, CA 90025 Tel: (310) 207-1494 Email: crystle@wsrlaw.net About Fasttrak Foods LLC Fasttrak Foods, LLC -- http://www.fasttrakfoods.com-- is a California based, family owned, privately held business manufacturer of a broad range of snacks and brands. Its products include popcorn, puffed chips, trail mix, and extruded snacks. Fasttrak Foods filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-15400) on August 7, 2020. The petition was signed by Steven Hamilton, manager. At the time of filing, the Debtor estimated $500,000 to $1 million and $1 million to $10 million in both assets and liabilities. Crystle, J. Lindsey, Esq., at Weintraub & Selth, APC represents Debtor as legal counsel. FIELDWOOD ENERGY: Langley Represents Secured Bondholders -------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Langley, LLP submitted a verified statement that it is representing Liberty Mutual Insurance Company, The Hanover Insurance Company, Travelers Casualty and Surety Company of America, and XL Specialty Insurance Company in the Chapter 11 cases of Fieldwood Energy LLC, et al. As of Sept. 11, 2020, the parties listed and their disclosable economic interests are: Liberty Mutual Insurance Company * Surety Bonds * Amount of Claim: $40,000,000 $1,893,178 $27,000,000 The Hanover Insurance Company * Surety Bonds * Amount of Claim: $45,000,000 $1,745,185 Travelers Casualty and Surety Company of America * Surety Bonds * Amount of Claim: $45,000,000 $15,000,000 XL Specialty Insurance Company * Surety Bonds * Amount of Claim: $45,000,000 Langley LLP reserves the right to amend this Verified Statement as necessary. Counsel for Liberty Mutual Insurance Company, The Hanover Insurance Company, Travelers Casualty and Surety Company of America, and XL Specialty Insurance Company can be reached at: LANGLEY LLP Brandon K. Bains, Esq. P.O. Box 94075 Southlake, TX 76092 Telephone: 214.722.7171 Email: bbains@l-llp.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/QWNsxS About Fieldwood Energy Fieldwood Energy is a portfolio company of Riverstone Holdings focused on acquiring and developing conventional assets, primarily in the Gulf of Mexico region. It is the largest operator in the Gulf of Mexico owning an interest in approximately 500 leases covering over two million gross acres with 1,000 wells and 750 employees. Visit https://www.fieldwoodenergy.com for more information. Fieldwood Energy and its 13 affiliates previously sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 18-30648) on Feb. 15, 2018, with a prepackaged plan that would deleverage $3.286 billion of funded by $1.626 billion. On Aug. 3, 2020, Fieldwood Energy and its 13 affiliates again filed voluntary Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No. 20-33948). Mike Dane, senior vice president and chief financial officer, signed the petitions. At the time of the filing, Debtors disclosed $1 billion to $10 billion in both assets and liabilities. Judge David R. Jones oversees the cases. The Debtors tapped Weil, Gotshal & Manges LLP as their legal counsel, Houlihan Lokey Capital, Inc. as investment banker, and AlixPartners, LLP as financial advisor. Prime Clerk LLC is the claims, noticing and solicitation agent. The first lien group has employed O'Melveny & Myers LLP as its legal counsel and Houlihan Lokey Capital, Inc. as its financial advisor. The RBL lenders have employed Willkie Farr & Gallagher LLP as their legal counsel and RPA Advisors, LLC as their financial advisor. The cross-holder group has tapped Davis Polk & Wardwell LLP as its legal counsel and PJT Partners LP as its financial advisor. FLUID END SALES: Hires Phillips Murrah P.C. as Legal Counsel ------------------------------------------------------------ Fluid End Sales, Inc. seeks authority from the United States Bankruptcy Court for the Western District of Oklahoma to hire Phillips Murrah P.C. as its attorneys. The Debtor requires Phillips Murrah to: (a) render legal advice regarding the powers and duties of debtors that continue to operate their business as debtors in possession; (b) take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against eh Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor’s estate; (c) prepare on behalf of the Debtor, as a debtor in possession, all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtor’s estate and appear on the Debtor's behalf at all hearings regarding the Debtor's case; (d) negotiate, prepare, and file a plan of reorganization and related disclosure statements and all related documents, and otherwise promote the financial rehabilitation of the Debtor; and (e) perform all other necessary legal services in connection with the prosecution of this Chapter 11 case. Current hourly rates charged by Phillips Murrah are: Clayton D. Ketter (Director) $275 Robert N. Sheets (Director) $340 Martin J. Lopez III (Associate) $185 Maribeth D. Mills (Assistant) $120 Phillips Murrah will also be reimbursed for reasonable out-of-pocket expenses incurred. Clayton D. Ketter, a partner at Phillips Murrah 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. Phillips Murrah can be reached at: Clayton D. Ketter, Esq. PHILLIPS MURRAH P.C., 101 North Robinson Avenue, 13th Floor Oklahoma City, OK 73102 Tel: (405) 235-4100 Fax: (405) 235-4133 E-mail: cdketter@phillipsmurrah.com About Fluid End Sales, Inc. Fluid End Sales, Inc. is in the business of wholesale distribution of construction or mining cranes, excavating machinery and equipment. Fluid End Sales, Inc. filed a voluntary petition with this Court pursuant to Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 20-12777) on August 20, 2020. The petition was signed by Jason Clayton, president. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Clayton D. Ketter, Esq. at PHILLIPS MURRAH P.C. represents the Debtor as counsel. FUELCELL ENERGY: Incurs $15.3 Million Net Loss in Third Quarter --------------------------------------------------------------- Fuelcell Energy, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $15.33 million on $18.73 million of total revenues for the three months ended July 31, 2020, compared to a net loss of $5.31 million on $22.71 million of total revenues for the three months ended July 31, 2019. For the nine months ended July 31, 2020, the Company reported a net loss of $70.25 million on $53.87 million of total revenues compared to a net loss of $42.39 million on $49.71 million of total revenues for the nine months ended July 31, 2019. "We are excited about our progress toward fulfilling our purpose of enabling a world empowered by clean energy," said Mr. Few, president and CEO. "The hydrogen economy is currently enjoying unprecedented political and business momentum, and we are well positioned to capitalize on opportunities consistent with our goals. We have previously demonstrated our tri-generation hydrogen technology platform, which will be deployed at a new facility at the Port of Long Beach, California. This facility will support Toyota's local operations using the hydrogen we produce to power zero-emission fuel cell trucks and consumer vehicles in California. We continue to advance our innovative technologies that we believe will enable hydrogen-powered cars and trucks to cleanly operate globally on a larger scale, enable hydrogen to repower existing combustion engines to deliver zero carbon power and extend the economic life of existing power generation assets. Our Advanced Technologies development drives our commercialization of solutions for environmentally responsible distributed baseload power generation, carbon capture and enhanced hydrogen production capabilities to enable long-duration energy storage and hydrogen power generation." "Our performance for the quarter focused on our continued execution of projects in our backlog, growing our sales pipeline of opportunities, and a continued emphasis on effectively managing operating expenses while positioning our Company for growth," added Jason Few. "I am extremely proud of the dedication of our employees over what has been a difficult period globally, with each of us affected by the pandemic and related shutdowns and social distancing mandates. We have fully reopened our main manufacturing facility in Torrington, Connecticut with a safety-first approach to resuming our manufacturing operations and we remain focused on executing our "Powerhouse" business strategy." Mr. Few continued, "Our results for the quarter also reflected the impact of the early replacement of fuel cell modules at one of our plants to address site specific issues, maximize plant efficiencies, and deliver on our customer commitment and brand promise. Consistent with our philosophy of always striving to improve our operational performance, we elected to upgrade all of the modules at this project with newer, longer-life 7-year designs. As a result, we incurred a charge of $2.8 million in the quarter which we expect will result in improved margins over time through enhanced platform performance. In the quarter we also substantially improved our unrestricted cash position as we continue to execute on strengthening our Company." As of July 31, 2020, the Company had $436.77 million in total assets, $280.58 million in total liabilities, $59.86 million in redeemable Series B preferred stock, and $96.32 million in total stockholders' equity. Going Concern FuellCell Energy said there are indicators that substantial doubt about the Company's ability to continue as a going concern exists, including, but not limited to, historical losses and negative cash flows, increasing costs of debt financing, restrictive debt covenants and restrictions imposed by the Company's current lenders, limited availability of assets to support borrowing that have not already been pledged to existing lenders, and the need for additional financing to carry out the Company's business plans. When indicators of substantial doubt exist, GAAP requires management to make an assessment of whether substantial doubt is alleviated by management's plans. Even though equity and debt financings and other sources of funds may be available in the future, when assessing whether substantial doubt is alleviated, management is not able to place reliance on uncommitted sources of financing. As of Sept. 10, 2020 (the date of these financial statements), management assessed the Company's ability to continue as a going concern through analysis of existing cash on hand, expected receipts under existing agreements, and release of short-term restricted cash less expected disbursements over the next twelve months and expects that the Company will meet its obligations for at least one year from the date of issuance of these financial statements (assuming that there are no extraordinary or unanticipated impacts to its business as a result of COVID-19 or otherwise). Execution of the Company's business plan will require additional financing or other measures to generate cash inflows and reduce cash outflows as early as the expected filing of the Form 10-K for the fiscal year ending Oct. 31, 2020 in order to alleviate substantial doubt in future periods. Powerhouse Business Strategy Update In January 2020, the Company launched its Powerhouse business strategy, which is focused on initiatives intended to Transform, Strengthen and Grow its company over the next three years. This quarter, the Company: * Progressed the development of its solid oxide energy platform in support of commercializing hydrogen power generation and long-duration hydrogen-based energy storage; * Continued the development of its Advanced Technology platform applications under the carbon capture program with ExxonMobil Research and Engineering Company; * Terminated its license agreements with POSCO Energy Co., Ltd., and subsequently commenced marketing FuelCell Energy products and services directly in the Korean and broader Asian markets; * Issued 25.1 million shares of common stock during the quarter in its new at the market offering program, at an average price per share of $2.56, resulting in net proceeds of $62.3 million (after deducting commissions) that provide additional liquidity to support projects underway, working capital and corporate liquidity. Subsequent to July 31, the Company issued an additional 3.2 million shares, resulting in additional net proceeds of $7.8 million and bringing the total net proceeds raised under the at the market program to a total of $70.1 million. Mr. Few concluded, "At the beginning of the year, we launched the Powerhouse business strategy focused on strengthening our operations and position within the clean technology energy industry with the goal of enabling the delivery of sustained profitable growth to benefit all our stakeholders. We are on a multi-year journey to transform FuelCell Energy and, while we still have work to do, we are on the right path toward achieving our milestone goals." Cash and Financing Update As of July 31, 2020, unrestricted cash and cash equivalents totaled $66.3 million compared to $9.4 million as of Oct. 31, 2019. Of this amount, project cash and cash equivalents funded under the Orion Facility totaled $16.2 million as of July 31, 2020 compared to $0 as of Oct. 31, 2019. Excluding project cash and cash equivalents, unrestricted cash and cash equivalents totaled $50.1 million as of July 31, 2020 compared to $9.4 million as of October 31, 2019. On June 16, 2020, the Company entered into an Open Market Sale Agreement with respect to an at the market offering program under which the Company may offer and sell up to $75 million of shares of the Company's common stock from time to time. From June 16, 2020 through Aug. 6, 2020 28.3 million shares were sold under the Open Market Sale Agreement at an average sales price per share of $2.55, resulting in gross proceeds of $72.3 million (before deducting sales commissions of $2.2 million) and net proceeds of approximately $70.1 million (after deducting sales commissions of $2.2 million). Of this amount, 25.1 million shares were issued during the fiscal third quarter, resulting in gross proceeds of $64.3 million and net proceeds of $62.3 million. The Company's cash, cash equivalents and restricted cash consist of (a) restricted cash and cash equivalents, which consist of amounts pledged as performance security, reserved for future debt service requirements, reserved for letters of credit for certain banking requirements and contracts and reserved to pay down the Orion Facility, which can be accessed or redeployed into other project financing at the option of and only with the approval of the lenders and the Agent under the Orion Facility or other lenders or third parties; (b) project cash and cash equivalents, which consist of amounts borrowed under the Orion Facility which can be used only by its consolidated wholly-owned project subsidiaries in the normal course of operations for project construction, purchase of equipment (including inventory from FuelCell Energy, Inc.) and working capital for projects approved under the Orion Facility in accordance with each project's construction budget and schedule and which are classified as unrestricted cash on the Company's consolidated balance sheets; and (c) unrestricted cash and cash equivalents, which can be used by the Company for general corporate purposes, including working capital at the corporate level. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/886128/000156459020043042/fcel-10q_20200731.htm About FuelCell Energy Headquartered in Danbury, Connecticut, FuelCell Energy, Inc. -- http://www.fuelcellenergy.com/-- is a global developer of environmentally responsible distributed baseload power solutions through its proprietary fuel cell technology. The Company develops turn-key distributed power generation solutions and operate and provide comprehensive services for the life of the power plant. The Company provides solutions for various applications, including utility-scale distributed generation, on-site power generation and combined heat and power, with the differentiating ability to do so utilizing multiple sources of fuel including natural gas, Renewable Biogas (i.e., landfill gas, anaerobic digester gas), propane and various blends of such fuels. Fuelcell reported a net loss attributable to common stockholders of $100.25 million for the year ended Oct. 31, 2019, a net loss attributable to common stockholders of $62.17 million for the year ended Oct. 31, 2018, and a net loss attributable to common stockholders of $57.10 million for the year ended Oct. 31, 2017. As of Jan. 31, 2020, FuelCell had $391.4 million in total assets, $267.0 million in total liabilities, $59.85 million in redeemable series B preferred stock, and $64.58 million in total stockholders' equity. GAMESTOP CORP: Incurs $111.3 Million Net Loss in Second Quarter --------------------------------------------------------------- GameStop Corp filed with the Securities and Exchange Commission its Quarterly Report on Form-Q disclosing a net loss of $111.3 million on $942 million of net sales for the 13 weeks ended Aug. 1, 2020, compared to a net loss of $415.3 million on $1.28 billion of net sales for the 13 weeks ended Aug. 3, 2019. For the 26 weeks ended Aug. 1, 2020, the Company reported a net loss of $277 million on $1.96 billion of net sales compared to a net loss of $408.5 million on $2.83 billion of net sales for the 26 weeks ended Aug. 3, 2019. As of Aug. 1, 2020, the Company had $2.37 billion in total assets, $2.02 billion in total liabilities, and $352.3 million in total stockholders' equity. George Sherman, GameStop's chief executive officer said, "The second quarter saw strong progress toward our strategic initiatives, fueling an 800% increase in global E-commerce sales, a $133.7 million reduction in SG&A and a significant improvement in our balance sheet with $735.1 million in cash at quarter-end and a 50% reduction in inventory, as compared to the second quarter last year. These achievements combined drove $181.9 million in free cash flow for the quarter. I am extremely proud of our team, and their dedication to our mission, our strategy and safely serving our customers despite operating in an unprecedented environment." "We believe the actions we are taking to optimize the core operations of our business by increasing efficiencies and creating a frictionless digital ecosystem to serve our customers wherever and whenever they choose to shop, are enabling us to navigate the COVID-19 environment while positioning us well for the launch of the next generation of consoles." Mr. Sherman continued, "While the ongoing pandemic continues to create a somewhat uncertain environment in the short term, we are very pleased by the consumer response at GameStop to the few recent video game product introductions and we believe we are ready, with expanded service and payment options, to handle the expected surge in demand and participate in a very significant way in the console launches later this year." Capital Allocation and Liquidity Update As of Aug. 1, 2020, the Company had $735.1 million in total cash and reduced its outstanding borrowings under the asset based revolving credit facility to $35 million. As of Aug. 1, 2020, the Company had $256.3 million of short-term debt and $215.9 million of long-term debt on the balance sheet. As previously announced on July 2, 2020, the Company completed the exchange offer and consent solicitation for $216.4 million of unsecured notes, reducing the amount due to mature in March 2021 to approximately $198 million. The newly issued notes provide additional financial flexibility by replacing and extending the maturity of the existing notes to 2023. Store Operations Update During the second quarter, the Company continued the phased reopening of its stores across all operating countries where restrictions related to the global pandemic were lifted, and according to the mandates provided by federal, state and local officials, including the implementation of strict sanitization processes and social distancing measures. As a result, at the end of August 2020, the Company had substantially all of its worldwide locations open to limited customer access or curbside delivery. 2020 Outlook (52 weeks ending January 30, 2021) The Company continues to focus on efforts that position it to manage through this unprecedented time, such as maintaining its balance sheet strength, prioritizing the allocation of resources to areas of the business that produce strong cash flow, reducing expenses across the business, developing and expanding its digital strategy, and intensifying inventory discipline. Due to the uncertainty around the duration and evolving impact of COVID-19, the Company is continuing to suspend guidance. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1326380/000132638020000119/gme-20200801.htm About GameStop GameStop Corp., a Fortune 500 company headquartered in Grapevine, Texas, is a video game retailer, operating approximately 5,000 stores across 10 countries, and offering a selection of new and pre-owned video gaming consoles, accessories and video game titles, in both physical and digital formats. GameStop also offers fans a wide variety of POP! vinyl figures, collectibles, board games and more. GameStop recorded a net loss of $470.9 million for fiscal year 2019 compared to a net loss of $673 million for fiscal year 2018. As of May 2, 2020, the Company had $2.47 billion in total assets, $2.03 billion in total liabilities, and $435 million in total stockholders' equity. GENERAL MOTORS: Fitch Assigns BB(EXP) Rating on Series C Stock -------------------------------------------------------------- Fitch Ratings has assigned an expected rating of 'BB(EXP)' to General Motors Financial Company's (GMF) Series C cumulative perpetual preferred stock. The preferred shares are expected to be subordinated to existing unsecured debt but senior to common shares. Distributions, when and if declared by the board of directors, will be payable semi-annually at a fixed rate through September 2030. Following September 2030, the distribution rate will reset and be payable semi-annually at a fixed rate based on the five-year U.S. Treasury rate plus a spread and will continue to reset every five years. Distributions on the preferred stock are cumulative from the date of issuance. The preferred stock is perpetual in nature but may be redeemed, at GMF's option, 10 years after issuance. Holders of the Series C preferred stock will have no rights to require redemption of the preferred shares. Proceeds from the issuance are expected to be used for general corporate purposes. KEY RATING DRIVERS The expected rating is two notches lower than GMF's long-term Issuer Default Rating (IDR), in accordance with Fitch's "Corporate Hybrids Treatment and Notching Criteria" (November 2019). The preferred stock rating includes two notches for loss severity, reflecting the preferred units' subordination and heightened risk of non-performance relative to other obligations, namely existing secured and unsecured debt. Fitch has afforded the issuance 50% equity credit given the cumulative nature of the dividends and because the preferred stock is perpetual in nature. RATING SENSITIVITIES Factors that could, individually or collectively, lead to negative rating action/downgrade are largely dependent on the ratings of its parent, General Motors Company (GM), given GMF's ratings are linked to the ratings of GM. The preferred stock rating is sensitive to changes in GMF's long-term IDR and would be expected to move in tandem with any changes to the IDR. A material increase in leverage without a corresponding improvement in the risk profile of the portfolio, an inability to access funding for an extended period, consistent and sustained operating losses and/or significant deterioration in the credit quality of the underlying loan and lease portfolio, or material impairment of the liquidity profile could become constraining factors for the parent and subsidiary ratings. Factors that could, individually or collectively, lead to positive rating action/upgrade are largely dependent on the ratings of GM given the rating linkage. Fitch expects GMF's ratings to move in tandem with its parent, although any change in Fitch's view on whether GMF remains core to its parent, based on an assessment of its size, ownership, and strategic alignment with GM, could change this rating linkage. Fitch cannot envision a scenario where GMF would be rated higher than the parent. GOLD'S GYM: Court OKs Sale to RSG Group GmbH -------------------------------------------- Alex Wolf, writing for Bloomberg Law, reports that Gold's Gym International Inc. received bankruptcy court approval to sell its fitness enterprise for about $100 million to RSG Group GmbH, the German operator of the McFit chain of workout clubs. Gold's said it resolved all outstanding challenges to the deal prior to the telephonic hearing Wednesday at the U.S. Bankruptcy Court for the Northern District of Texas. RSG agreed to assume more than $8.6 million in payments currently owed to unsecured creditors, Gold's said. About Gold's Gym International 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. GREEN SIDE UP: Seeks to Hire L. Laramie Henry as Attorney --------------------------------------------------------- Green Side Up Rental LLC seeks authority from the US Bankruptcy Court for the Western District of Louisiana to hire L. Laramie Henry as its counsel. L. Laramie Henry will advice the Debtor with respect to its business and management of its property, and perform all legal services for the debtor-in-possession which may be necessary herein. L. Laramie Henry will be paid at these hourly rates: Attorneys $300 Paralegals $75 L. Laramie Henry will also be reimbursed for reasonable out-of-pocket expenses incurred. L. Laramie Henry, 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. L. Laramie Henry can be reached at: L. Laramie Henry, Esq. P.O. Box 8536 Alexandria, LA 71306 Tel: (318) 445-6000 E-mail: laramie@henry-law.com About Green Side Up Rental LLC Green Side Up Rental LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 20-80421) on August 7, 2020, listing under $1 million in both assets and liabilities. L. Laramie Henry, Esq. at L. LARAMIE HENRY represents the Debtor as counsel. GRUPO AEROMEXICO: DIP Facility Approved on Interim Basis -------------------------------------------------------- Grupo Aeroméxico, S.A.B. de C.V. (BMV:AEROMEX) reports that the Company's DIP Financing Motion, filed on Aug. 13, 2020, was approved Aug. 19, 2020, by Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York, a significant step forward in the Company's financial restructuring process initiated on June 30, 2020. The Chapter 11 Court authorized the Company to enter into an agreement with Apollo Global Management Inc. that formalized Apollo's commitment to fund up to US$1 billion in connection with the DIP financing facility. The DIP Facility approved by the Chapter 11 Court on an interim basis provides for a US$1billion secured superpriority multi-tranche debtor-in-possession term loan facility (the "DIP Facility"), contemplates (i) a senior secured Tranche 1 facility of US$200 million, and (ii) a senior secured Tranche 2 facility of US$800 million. Andres Conesa, CEO of Grupo Aeromexico, commented Aug. 19, 2020: "The Court approval obtained today was a critical milestone in the ongoing restructuring process for Aeromexico, and a recognition from all interested parties of Aeromexico's solid operating business and proven strategy. The DIP Facility will provide us with liquidity to meet our future obligations in a timely and orderly fashion, and to continue with our operations during and after the voluntary restructuring process. We recognize and appreciate the continuing support from all stakeholders." Based on the Chapter 11 Court's interim approval of the DIP Facility, and subject to the fulfillment of customary conditions, up to US$100 million of the Tranche DIP Loans will be made immediately available. Upon entry of an order by the Chapter 11 Court granting final approval of the DIP Facility, and fulfillment of certain other conditions, the undrawn portion of the Tranche 1 and the Tranche 2 DIP Loans will be made available. It is anticipated that a final hearing before the Chapter 11 Court will occur by the end of September. Moreover, the Court also approved the Company's critical vendors and airline contracts motions(the "Motions") on a final basis and approved the Company's settlement (the "Settlement") with certain parties regarding the Series AERMXCB17 and AERMXCB19 CEBURES Senior Trust Bonds. The Court's approval of the Motions and Settlement was a significant step towards ensuring the Company's continued ability to seamlessly operate. We will continue pursuing, in an orderly manner,the voluntary process of financial restructuring under the Chapter 11 process, while we continue operating and offering services to our customers and contracting from our suppliers the goods and services required for operations. We will continue to use the advantages of the Chapter 11 proceeding to strengthen our financial position and liquidity, protect and preserve our operations and assets, and implement the necessary adjustments to face the impact of COVID-19. About Grupo Aeromexico 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. Timothy Graulich, Esq., of Davis Polk and Wardell LLP, serves as counsel to the Debtors. H.R.H.C.C. INC: Reserves Right to Pursue Claims vs. Former Lawyer ----------------------------------------------------------------- H.R.H.C.C., Inc. d/b/a H.R.H. Carriage Company, supplemented its Disclosure Statement. The Debtor desires to supplement its Disclosure Statement by providing a supplement to its Retention of Jurisdiction located at pages 23-26 and indicates that it expressly retains jurisdiction to pursue a cause of action against Darrell Watson, Attorney at Law, for legal malpractice in regards to his representation of the Debtor. About H.R.H.C.C., Inc. d/b/a H.R.H. Carriage Company H.R.H.C.C., Inc., doing business as H.R.H. Carriage Company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 19-52673) on Nov. 6, 2019, disclosing assets of less than $50,000 and debts under $500,000. Judge Ronald B. King is assigned to the case. The Debtor tapped James Samuel Wilkins, Esq., at Willis & Wilkins, LLP, as its legal counsel. Present attorney for Debtor: James S. Wilkins 1100 NW Loop 410, Suite 700 San Antonio, TX 78213 Telephone: (210) 271-9212 Facsimile: (210) 271-9389 HAJJAR BUSINESS: Court OKs $11.8M Ch.11 Sale of Medical Office -------------------------------------------------------------- Law360 reports that a New Jersey bankruptcy judge on July 30, 2020, gave his nod of approval to an $11.8 million stalking horse offer by St. Joseph's Health to purchase a Wayne medical office from a commercial building portfolio that hit Chapter 11 in February 2020. The Catholic hospital currently occupies the three-story building that's one of 13 owned by Hajjar Business Holdings LLC and occupied in part by companies owned by Hajjar's principal, Dr. John Hajjar. About Hajjar Business Holdings Hajjar Business Holdings, LLC and 12 of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 20-12465) on Feb. 13, 2020. At the time of the filing, Hajjar Business Holdings was estimated to have assets of between $100,000 to $500,000 and liabilities of between $50 million to $100 million. Judge John K. Sherwood oversees the Debtors' cases. Anthony Sodono, III, Esq. and Sari B. Placona, Esq., of McManimon, Scotland & Baumann, LLC, serve as counsel to the Debtors. HERITAGE RESIDENTIAL: Gets OK to Hire Richard Banks as Counsel -------------------------------------------------------------- Heritage Residential Home for the Aged, LLC received approval from the U.S. Bankruptcy Code for the Eastern District of Tennessee to hire Richard Banks & Associates, P.C. as its legal counsel. The services required of Richard Banks include: a) assisting Debtor in the preparation of its bankruptcy schedules, statement of affairs and periodic financial reports; b) assisting in the preparation for informal debtor's conference with the U. S. trustees and Subchapter V trustee, and preparation for the meeting of creditors; c) negotiating with creditors and other parties concerning the administration of Debtor's Chapter 11 case; d) preparing pleadings, conducting investigations and making court appearances incidental to the administration of Debtor's estate; e) assisting Debtor in the development and formulation of a plan of reorganization; f) reviewing claims and filing objections to claim when necessary. The firm's attorneys and paralegals will be paid at hourly rates as follows: Richard Banks Attorney $350 per hour R. Bradley Banks Attorney $250 per hour Rachel Fisher-Queen Attorney $200 per hour Cheryl Wilson Legal Assistant $75 per hour The firm received a retainer in the amount of $10,000. Richard Banks does not hold any interest adverse to Debtor and its bankruptcy estate, according to court filings. The firm can be reached through: Richard L. Banks, Esq. Rebble S. Johnson, Esq. R. Bradley Banks, Esq. Rachel Fisher-Queen, Esq. Richard Banks & Associates, P.C. 393 Broad Street NW P.O. Box 1515 Cleveland, TN 37364-1515 Tel: (423) 479-4188 Fax: (423) 478-1175 Email: rbanks@rbankslawfirm.com rfisherqueen@rbankslawfirm.com About Heritage Residential Home for the Aged LLC Heritage Residential Home for the Aged, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Case No. 20-12193) on Aug. 13, 2020. At the time of the filing, Debtor disclosed assets of between $100,001 and $500,000 and liabilities of the same range. Judge Nicholas W. Whittenburg oversees the case. Richard Banks & Associates, P.C. is Debtor's legal counsel. HERTZ GLOBAL: Settlement Calls for the Sale of 183K Vehicles ------------------------------------------------------------ Auto Rental News reports that Hertz Global Holdings has reached an interim settlement with debtors to suspend litigation related to the car rental company's plan to reduce its leased fleet of rental cars, according to an SEC filing. Under the terms of the agreement, Hertz agrees to pay $650 million of rent in equal monthly installments from July to December of this year and dispose of at least 182,521 leased vehicles between June 1, 2020 and December 31, 2020. In return, litigation relating to the leases under the asset-backed finance facility (ABS) will be suspended. 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 HOLLEY PURCHASER: Moody's Raises CFR to B3, Outlook Stable ---------------------------------------------------------- Moody's Investors Service upgraded the ratings of Holley Purchaser, Inc., including its corporate family rating (CFR) to B3 from Caa1, probability of default rating (PDR) to B3-PD from Caa1-PD, and its senior secured first lien bank credit facilities to B2 from B3. The rating outlook is stable. The upgrades reflect Holley's outperformance relative to original expectations for 2020, with improved credit metrics compared to pre-pandemic levels to position the company to withstand potential demand softening into 2021. In addition, strong free cash flow for 2020 and full availability on its revolving credit facility have contributed to expectations for Holley to maintain adequate liquidity. RATINGS RATIONALE Holley's ratings, including the B3 CFR, reflect the company's strong market position and high brand recognition in the niche market for performance aftermarket engine products. The extended stay at home orders and the government stimulus programs have contributed to stronger than expected demand for Holley's products. The company has a good online presence through its direct-to-consumer sales channel, which allows do-it-yourself auto enthusiasts to make purchases while stay-at-home orders persisted. This sales channel, which is higher margin than its other channels, has seen outsized growth relative to the company's overall sales growth and has contributed to higher earnings. However, the ratings also reflect the company's modest scale and concerns regarding growth rates of future sales as Holley's products are discretionary and are relatively high-priced. Although the company has managed to increase its sales and earnings during the height of the coronavirus pandemic, prolonged high unemployment levels and an extended economic downturn could cause consumers to opt out of non-necessary upgrades to their vehicles. In addition, Moody's believes some demand pull forward may have occurred in 2020 and expects topline softening into 2021 as greater options for consumer discretionary income return to the economy. Moody's expects Holley's liquidity to be adequate through 2021 supported by expected positive free cash flow generation of at least $30 million over the next 12 to 18 months and full availability on its $50 million revolving credit facility due 2023. Further, the company currently maintains sufficient cushion on its net leverage covenant ratios with covenant pressure unlikely in the near-term aside from an unexpected earnings decline. The stable outlook reflects Moody's view that Holley will maintain its high margin profile and generate positive free cash flow to support an adequate liquidity profile should demand decrease in 2021. From a governance perspective, the company's elevated financial risk is reflected in its high leverage profile under private equity ownership. Debt/EBITDA stood at 6.4x debt/EBITDA for the twelve months ending June 2020, and Moody's expects earnings improvement over the next 12 to 18 months to improve debt/EBITDA to the 5x to 6x range. However, leverage remains vulnerable to a more aggressive financial policy of debt-funded acquisitions or shareholder returns. Moody's anticipates Holley to pursue acquisitions to increase its scale and expand its product offering, which could result in leverage remaining elevated above 6x debt/EBITDA. Moody's views environmental risk for Holley to be low compared to the broader auto supplier sector given its focus in the automotive aftermarket. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company continues to demonstrate a track record of maintaining strong margins and consistent positive free cash flow, debt/EBITDA below 5x and EBITA/interest coverage sustained above 2x. Ability to maintain good liquidity throughout a period of weaker demand would also be an important consideration for an upgrade. The ratings could be downgraded if deteriorating operating results, debt financed acquisitions or shareholder dividends result in debt/EBITDA remaining above 6x. A deterioration in overall liquidity, including an inability to generate positive free cash flow, could also result in a downgrade. The following rating actions were taken: Upgrades: Issuer: Holley Purchaser, Inc. Corporate Family Rating, Upgraded to B3 from Caa1 Probability of Default Rating, Upgraded to B3-PD from Caa1-PD Senior Secured 1st Lien Bank Credit Facility, Upgraded to B2 (LGD3) from B3 (LGD3) Outlook Actions: Issuer: Holley Purchaser, Inc. Outlook, Remains Stable The principal methodology used in these ratings was Automotive Supplier Methodology published in January 2020. Holley Purchaser, Inc. (Holley), headquartered in Bowling Green, KY, designs and manufactures performance engine products for the enthusiast focused automotive aftermarket. The company's product offerings include electronic fuel injection and tuner systems, ignition controls, carburetors, superchargers, exhaust systems and other products designed to enhance the performance of the car. The company is majority owned by Sentinel Capital Partners and generated revenue of about $410 million for the 12 months ended June 30, 2020. IAMGOLD CORP: S&P Rates US$450MM Senior Unsecured Notes 'B+' ------------------------------------------------------------ S&P Global Ratings said it assigned its 'B+' issue-level rating and '3' recovery rating to IAMGOLD Corp.'s proposed US$450 million senior unsecured notes due 2028. The '3' recovery rating on the notes indicates its expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of default. The company intends to use the net proceeds primarily to redeem its 7% US$400 million unsecured notes due April 2025 and the balance for general corporate purposes. The modest increase in gross debt does not materially affect S&P's estimate of the company's credit measures or view of the issuer credit rating and reduce IAMGOLD's debt maturity risk during the construction of Cote Gold. The 'B+' long-term issuer credit rating and stable outlook on IAMGOLD is unchanged following the proposed issuance. S&P expects the company will benefit from the currently favorable gold price environment this year through higher earnings and cash flow. Stronger cash flow should bolster its already strong cash position, which exceeded US$800 million at June 30, 2020. S&P also estimates its credit measures to be strong this year, with adjusted debt-to-EBITDA in the low-2x area, and about 3x next year (at S&P Global Ratings' price assumptions). S&P's rating and outlook also incorporate the significant funding requirements associated with IAMGOLD's recently announced Cote Gold development. "In our opinion, the company has sufficient liquidity, which includes near full availability under its US$500 million credit facility, to fund the project without incurring incremental debt. However, we expect the company will incur a significant free cash flow deficit during its construction, which is estimated at about US$800 million to US$900 million over the next few years," S&P said. Notwithstanding the potential for a lower deficit (notably if average gold prices remain above S&P's assumptions), and lack of near-term debt maturities, IAMGOLD's majority of cash flows will remain exposed to gold margin volatility. In addition, S&P also acknowledges the risks inherent in larger-scale mining projects, which include cost overruns, production delays, and eventual returns less favorable than initially expected. Once on full production (estimated in 2024) S&P believes Cote Gold will meaningfully contribute to the company's financial results, with life of mine annual production estimated in the mid-200,000-ounce area (70% share). "The addition of this mine should improve our view of the company's currently narrow operating breadth, above-average consolidated cost profile, and heightened jurisdictional risk exposure," the rating agency said. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- The '3' recovery rating on IAMGOLD's proposed senior unsecured debt indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of default. -- S&P's recovery analysis assumes a balance-sheet restructuring at the corporate holding company in Canada following a sharp decline in gold prices and a period of high capital spending that exhausts liquidity and limits IAMGOLD's ability to fund fixed charges. -- S&P applies a 5x multiple to its emergence EBITDA proxy of about US$150 million. -- S&P assumes the company's revolver is 85% drawn and has a priority claim on all assets based on its senior status in IAMGOLD's debt structure, and that these claims are fully covered. -- After revolver claims, S&P estimates senior unsecured note holders have a claim on substantially all of the company's remaining value, resulting in 50%-70% recovery. -- S&P does not include a claim related to IAMGOLD's gold prepay arrangements, as the gold delivery requirement will be satisfied by year-end 2022, before the rating agency's simulated default year of 2024. Simulated default assumptions -- Simulated year of default: 2024 -- EBITDA at emergence: US$150 million -- EBITDA multiple: 5x Simplified waterfall -- Net enterprise value (after 5% administrative costs): US$712 million -- Secured debt and priority claims(revolver assumed 85% drawn): US$453 million -- Recovery expectations: Not applicable -- Total value available to unsecured claims: US$259 million -- Senior unsecured debt and pari passu claims: US$466 million -- Recovery expectations: 50%-70% (rounded estimate: 55%) All debt amounts include six months of prepetition interest, and claims and debt amounts are rounded. IDEANOMICS INC: Incurs $26.4 Million Net Loss in Second Quarter --------------------------------------------------------------- Ideanomics Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $26.42 million on $4.69 million of total revenue for the three months ended June 30, 2020, compared to net income of $5.28 million on $14.45 million of total revenue for the three months ended June 30, 2019. For the six months ended June 30, 2020, the Company reported a net loss of $39.04 million on $5.07 million of total revenue compared to net income of $25.18 million on $41.40 million of total revenue for the six months ended June 30, 2019. As of June 30, 2020, the Company had $147.99 million in total assets, $56.12 million in total liabilities, $1.26 million in convertible redeemable preferred stock, $7.26 million in redeemable non-controlling interest, and $83.35 million in total equity. As of June 30, 2020, the Company had cash of $36.4 million. On that date, $34.0 million was held in the Company's Hong Kong, U.S. Malaysia, and Singapore entities and $2.4 million was held in the Company's PRC entities. The Company does not consider cash balances held in the PRC to be available for use outside of the PRC. The Company's operations outside of the PRC will continue to be dependent upon access to debt and equity funding raised outside of the PRC. There is no guarantee that debt and equity funds will be available to the Company when they are required. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/837852/000110465920092755/idex-20200630x10q.htm About Ideanomics Headquartered in New York, NY, with offices in Beijing and Qingdao, China, Ideanomics is a global company focused on facilitating the adoption of commercial electric vehicles and developing next generation financial services and Fintech products. Its electric vehicle division, Mobile Energy Global (MEG) provides group purchasing discounts on commercial electric vehicles, EV batteries and electricity as well as financing and charging solutions. Ideanomics Capital includes DBOT ATS and Intelligenta which provide innovative financial services solutions powered by AI and blockchain. MEG and Ideanomics Capital provide its global customers and partners with better efficiencies and technologies and greater access to global markets. Ideanomics reported a net loss of $96.83 million for the year ended Dec. 31, 2019, compared to a net loss of $28.42 million for the year ended Dec. 31, 2018. B F Borgers CPA PC, in Lakewood, Colorado, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 16, 2020, citing that the Company incurred recurring losses from operations, has net current liabilities and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. IDEANOMICS INC: Inks Standby Equity Distribution Agreement ---------------------------------------------------------- Ideanomics, Inc. entered into a Standby Equity Distribution Agreement with YA II PN, Ltd. on Sept. 4, 2020. The Company has submitted the SEDA to the approval of its shareholders and upon receipt of such shareholder approval, the Company will be able to sell up to $150,000,000 of its common stock at the Company's request any time during the 36 months following the date of the SEDA's entrance into force. The shares would be purchased at 90% of the Market Price and would be subject to certain limitations, including that YA could not purchase any shares that would result in it owning more than 4.99% of the Company's common stock. "Market Price" shall mean the lowest daily VWAP of the Company's common stock during the 5 consecutive trading days commencing on the trading day following the date the Company submits an advance notice to YA. "VWAP" means, for any trading day, the daily volume weighted average price of the Company's common stock for such date on the principal market as reported by Bloomberg L.P. during regular trading hours. Pursuant to the SEDA, the Company is required to register all shares which YA may acquire. In the event that shareholder approval is received, the Company shall file with the Securities and Exchange Commission a prospectus supplement to the Company's prospectus, dated July 17, 2020, filed as part of the Company's effective shelf registration statement on Form S-3, File No. 333- 239371, registering all of the shares of Common Stock that are to be offered and sold to YA pursuant to the SEDA. Pursuant to the SEDA, the Company shall use the net proceeds from any sale of the shares for working capital purposes, including the repayment of outstanding debt. There are no other restrictions on future financing transactions. The SEDA does not contain any right of first refusal, participation rights, penalties or liquidated damages. The Company did not pay any additional amounts to reimburse or otherwise compensate YA in connection with the transaction. YA has agreed that neither it nor any of its affiliates shall engage in any short-selling or hedging of the Company's common stock during any time prior to the public disclosure of the SEDA. As previously disclosed on Form 8-K, on April 3, 2020 the Company entered into a Standby Equity Distribution Agreement with YA pursuant to which the Company was able to sell up to $50,000,000 of its common stock. On Sept. 10, 2020, the Company and YA agreed to terminate this Standby Equity Distribution Agreement pursuant to a letter agreement. About Ideanomics Headquartered in New York, NY, with offices in Beijing and Qingdao, China, Ideanomics is a global company focused on facilitating the adoption of commercial electric vehicles and developing next generation financial services and Fintech products. Its electric vehicle division, Mobile Energy Global (MEG) provides group purchasing discounts on commercial electric vehicles, EV batteries and electricity as well as financing and charging solutions. Ideanomics Capital includes DBOT ATS and Intelligenta which provide innovative financial services solutions powered by AI and blockchain. MEG and Ideanomics Capital provide its global customers and partners with better efficiencies and technologies and greater access to global markets. Ideanomics reported a net loss of $96.83 million for the year ended Dec. 31, 2019, compared to a net loss of $28.42 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $147.99 million in total assets, $56.12 million in total liabilities, $1.26 million in convertible redeemable preferred stock, $7.26 million in redeemable non-controlling interest, and $83.35 million in total equity. B F Borgers CPA PC, in Lakewood, Colorado, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 16, 2020, citing that the Company incurred recurring losses from operations, has net current liabilities and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. INGENU INC: Seeks to Hire Shustak Reynolds as Special Counsel ------------------------------------------------------------- Ingenu Inc. seeks authority from the U.S. Bankruptcy Court for the Southern District of California to hire Shustak Reynolds & Partners, P.C. as its special purpose intellectual property counsel. The Debtor requires the services of Shustak to address intellectual property issues arising in the case, including particularly issues arising out of the Value Added Reseller Agreement dated October 28, 2015 (VAR) entered into by the Debtor and Trilliant Networks (Canada), Inc. under which Trilliant licensed the Debtor’s intellectual property. Shustak's role will be limited to advising and representing the Debtor solely in connection with intellectual property matters, particularly the Trilliant VAR dispute. The Debtor desires to employ Shustak on an hourly basis. Shustak currently holds $18,520.50 of its prepetition retainer. Shustak's hourly rates are: Partner $795-$395 Paralegal/JD $235 Paralegals/Legal Assistants $195 Law Clerks $165 Clerical $95 Paul A. Reynolds, Esq., a partner in Shustak Reynolds, assures the court that the firm does not hold or represent any interest adverse to the estate with respect to the matter on which the firm is to be employed. The firm can be reached through: Paul A. Reynolds, Esq. Shustak Reynolds & Partners, P.C. First National Bank Center 401 W A St UNIT 2200 San Diego, CA 92101 Phone: +1 619-696-9500 About Ingenu Inc. Ingenu Inc. is a provider of wireless networks. The company focuses on machine to machine communication by enabling devices to become Internet of Things devices. Operating on universal spectrum, the company's RPMA technology is a proven standard for connecting Internet of Things (IoT) devices across the globe. Visit http://www.ingenu.comfor more information. Ingenu filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No. 20-03779) on July 27, 2020. Alvaro Gazzolo, chief executive officer, signed the petition. At the time of filing, Debtor disclosed $1,501,022 in assets and $55,438,074 in liabilities. Sullivan Hill Rez & Engel, APLC represents the Debtor as legal counsel. IQOR HOLDINGS: Porter, Gibson Represent Term Lender Group --------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firms of Gibson, Dunn & Crutcher LLP and Porter Hedges LLP submitted a verified statement to disclose that they are representing the Ad Hoc Group of Term Loan Lenders in the Chapter 11 cases of iQor Holdings Inc., et al. In February 2020, certain members of the Ad Hoc Group of Term Loan Lenders retained Gibson, Dunn & Crutcher LLP to represent them as counsel in connection with a potential restructuring of the outstanding debt obligations of the above-captioned debtors and certain of their subsidiaries and affiliates. Subsequently, on or about September 7, 2020, Gibson Dunn contacted Porter Hedges LLP to serve as Texas co-counsel to the Ad Hoc Group of Term Loan Lenders. Gibson Dunn and Porter Hedges represent the members of the Ad Hoc Group of Term Loan Lenders in their capacities as lenders under: (a) that certain Super-Priority Term Loan Credit Agreement, dated as of May 29, 2020, by and among iQor US Inc., as Borrower, iQor Holdings Inc., as holdings, certain of the other Debtors, as guarantors, Wilmington Savings Fund Society, FSB, as successor administrative agent and collateral agent to "Credit Suisse AG, Cayman Islands Branch, and the several lenders from time to time parties thereto; (b) that certain First Lien Credit Agreement, dated as of April 1, 2014, by and among the Borrower, Holdings, certain of the other Debtors, as guarantors, Wilmington Savings Fund Society, FSB, as successor administrative agent and collateral agent to Credit Suisse, and the several lenders from time to time parties thereto; and (c) that certain Second Lien Credit Agreement, dated as of April 1, 2014, by and among the Borrower, Holdings, certain of the other Debtors, as guarantors, Alter Domus (US) LLC, as successor administrative agent and collateral agent to Credit Suisse, and the several lenders from time to time parties thereto. Gibson Dunn and Porter Hedges do not represent or purport to represent any other entities in connection with the Debtors' chapter 11 cases. Gibson Dunn and Porter Hedges do not represent the Ad Hoc Group of Term Loan Lenders as a "committee" and do not undertake to represent the interests of, and are not fiduciaries for, any creditor, party in interest, or other entity that has not signed a retention agreement with Gibson Dunn or Porter Hedges. In addition, the Ad Hoc Group of Term Loan Lenders does not represent or purport to represent any other entities in connection with the Debtors' chapter 11 cases. Each member of the Ad Hoc Group of Term Loan Lenders does not represent the interests of, nor act as a fiduciary for, any person or entity other than itself in connection with the Debtors' chapter 11 cases. Upon information and belief formed after due inquiry, Gibson Dunn and Porter Hedges do not hold any disclosable economic interests in relation to the Debtors. As of Sept. 11, 2020, members of the Ad Hoc Group of Term Loan Lenders and their disclosable economic interests are: BlackRock Financial Management, Inc. 40 East 52nd Street New York, NY 10022 * Priority Indebtedness: $1,649,491.07 * First Lien Indebtedness: $29,052,249.60 Carlyle Investment Management LLC 520 Madison Avenue New York, NY 10022 * Priority Indebtedness: $2,301,170.13 * First Lien Indebtedness: $66,523,296.57 * Second Lien Indebtedness: $34,522,832.12 CVC Credit Partners, LLC 712 5th Ave, 42nd Floor New York, NY 10019 * Priority Indebtedness: $3,277,573.24 * First Lien Indebtedness: $52,179,329.27 Diameter Capital Partners LP 24 West 40th Street, 5th Floor New York, NY 10018 * Priority Indebtedness: $1,721,910.12 Ellington CLO Management, LLC 53 Forest Avenue Old Greenwich, CT 06870 * First Lien Indebtedness: $24,556,629.47 Ellington Management Group, LLC 53 Forest Avenue Old Greenwich, CT 06870 * Priority Indebtedness: $1,834,289.21 HPS Investment Partners, LLC 40 W 57th Street, 33rd Floor New York, NY 10019 * Priority Indebtedness: $3,961,978.72 * First Lien Indebtedness: $53,981,664.40 * Second Lien Indebtedness: $6,200,000.00 Invesco Senior Secured Management, Inc. 1166 Avenue of the Americas. 26th Floor New York, NY 10036 * Priority Indebtedness: $5,500,656.99 * First Lien Indebtedness: $83,557,403.60 * Second Lien Indebtedness: $7,955,036.00 Mariner Investment Group, LLC 500 Mamaroneck Ave., 1st Floor Harrison, NY 10528 * Priority Indebtedness: $1,699,522.48 * First Lien Indebtedness: $26,445,339.00 * Second Lien Indebtedness: $2,199,299.00 Ripple Industries LLC 1801 Century Park East, Suite 1900 Los Angeles, CA 90067 * Priority Indebtedness: $73,893.03 * First Lien Indebtedness: $46,320,709.44 SIC Advisors LLC 280 Park Avenue, 6th Floor East New York, NY 10017 * Priority Indebtedness: $1,323,166.49 * First Lien Indebtedness: $20,184,727.15 Silver Point Capital, LP c/o Silver Point Capital Credit Admin Two Greenwich Plaza, First Floor Greenwich, CT 06830 * Priority Indebtedness: $4,708,924.68 * First Lien Indebtedness: $70,644,399.44 Symphony Asset Management LLC 7337 E. Doubletree Ranch Road Scottsdale, AZ 85258 * Priority Indebtedness: $1,339,513.05 * First Lien Indebtedness: $17,007,202.51 * Second Lien Indebtedness: $4,135,714.33 Voya Investment Management Co. LLC 7337 E. Doubletree Ranch Road Scottsdale, AZ 85258 * Priority Indebtedness: $4,547,676.65 * First Lien Indebtedness: $55,561,755.01 * Second Lien Indebtedness: $30,172,000.00 The Ad Hoc Group of Term Loan Lenders, through its undersigned counsel, reserves the right to amend or supplement this Verified Statement in accordance with the requirements of Bankruptcy Rule 2019 at any time in the future. Counsel for The Ad Hoc Group of Term Loan Lenders can be reached at: PORTER HEDGES LLP Aaron J. Power, Esq. 1000 Main Street, 36th Floor Houston, TX 77002-2764 Tel: (713) 226-6000 Fax: (713) 226-6248 Email: apower@porterhedges.com - and - GIBSON, DUNN & CRUTCHER LLC Scott J. Greenberg, Esq. Steven A. Domanowski, Esq. Jeremy D. Evans, Esq. 200 Park Ave. New York, NY 10166 Tel: (212) 351-4000 Fax: (212) 351-4035 Email: sgreenberg@gibsondunn.com sdomanowski@gibsondunn.com jevans@gibsondunn.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/xfZynL About iQor iQor -- http://www.iqor.com/-- is a managed services provider of customer engagement and technology-enabled BPO solutions. With 35,000 employees in 9 countries, we partner with many of the world's best-known brands to deliver aftermarket product and customer support solutions that span the consumer value chain, from customer care and receivables management to product diagnostics and repair services. Its award-winning technology, logistics, and analytics platforms enable us to measure, monitor, and analyze brand interactions, improve business processes, and find operational efficiencies that lead to superior outcomes for our partners across the customer and product life cycles. iQor Holdings Inc. and each of its U.S. subsidiaries have filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-34500) on Sept. 10, 2020, to implement an agreement between a majority of its secured lenders to recapitalize its funded debt. iQor was estimated to have assets and liabilities of $1 billion to $10 billion as of the bankruptcy filing. The Hon. David R. Jones is the case judge. iQor is advised in this process by FTI Consulting as financial advisor, Evercore as investment banking advisor, and Kirkland & Ellis LLP as legal advisor. Jackson Walker L.L.P. is the local counsel. Omni Agent Solutions is the claims agent. J.C. PENNEY: Aims to Sell Company in Parts ------------------------------------------ Eliza Ronalds-Hannon and Josh Saul of Bloomberg News report that J.C. Penney will aim to complete a sale of the company through bankruptcy -- a so-called 363 process -- by the autumn, its attorney Josh Sussberg from Kirkland Ellis said in a hearing. Mr. Sussberg said the July 31 deadline for a business plan, which he previously described as important to preventing liquidation, is no longer relevant under the new strategy, which targets a sale instead of a turnaround. Liquidation of the company was "not in the cards," Sussberg said. The targeted plan would involve a sale of the company in parts. About J.C. Penney J.C. Penney Company, Inc., one of U.S.'s largest department store operators with about 1,100 locations in the United States and Puerto Rico, and its debtor affiliates filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-20182) on May 15, 2020. Judge David R. Jones oversees the cases. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their counsel, Jackson Walker LLP as their local and conflicts counsel, and KPMG LLP as tax consultant. Okin Adams, LLP, is legal counsel for the ad hoc committee representing equity interest holders in Debtors' bankruptcy cases. The Office of the U.S. Trustee for Region 7 appointed a committee to represent unsecured creditors in Debtors' cases. The committee is represented by Cole Schotz, P.C. and Cooley, LLP. J.C. PENNEY: Landlords Plot Rescue for Department Store ------------------------------------------------------- Bloomberg News reported J.C. Penney Co.'s lenders have agreed to team up with mall landlords Simon Property Group Inc. and Brookfield Property Partners to buy the bankrupt chain of department stores. The tentative rescue deal, which would preserve about 70,000 jobs, includes a $300-million equity investment by the landlords, Joshua Sussberg of Kirkland & Ellis said on behalf of J.C. Penney in a bankruptcy hearing. It also calls for new financing from existing lenders and would ultimately leave the retailer with about $1 billion, subject to certain transaction costs and a working capital adjustment, Sussberg said. The financing includes a commitment for $2 billion of new asset-based lending led by Wells Fargo, as well as $500 million of so-called take-back debt from existing first-lien lenders, he said. The deal would split J.C. Penney into an operating company and two real estate holding companies, one owning 161 stores and the other holding distribution centers, with a master lease agreement between the two sides. "The transaction between the lenders, the company, and Simon and Brookfield contemplates a $1.75-billion total enterprise, plus a post-closing earn-out and a significantly negotiated working capital adjustment," Sussberg said in the hearing. J.C. Penney intends to make public the details of the signed, nonbinding letters of intent Wednesday night or early Thursday, Sussberg said. The deal could still fall through and it requires court approval, which the retailer intends to seek in early October. "Time, as we've mentioned over and over again, is not our friend," Sussberg said. "It is important -- for this transaction to stay together and for all these stores to stay open and for the 70-plus-thousand employees to stay employed — for us to move with lightning speed." The Wall Street Journal reported earlier that the deal is valued at about $800 million, with the mall owners taking about 490 of the chain's 650 stores. Lenders would swap some of their debt for control of an additional 160 locations and the distribution centers, which would be rented back to the landlords, the Journal reported. The lender group was already set to take over most of J.C. Penney's real estate at the outset of the bankruptcy case, with a plan that would have involved spinning the properties into a real estate investment trust and selling the rest of the retailer to the highest bidder. The attempts to reach a sale agreement with outside bidders hit roadblocks as the case dragged on. About J.C. Penney Company Founded in 1902 by James Cash Penney, J.C. Penney Corporation, Inc., is an American retail company engaged in marketing apparel, home furnishings, jewelry, cosmetics and cookware. It was called J.C. Penney Stores Company from 1913 to 1924 when it was reincorporated as J.C. Penney Co. On May 15, 2020, J.C. Penney announced that it entered into a restructuring support agreement with lenders holding 70 percent of its first lien debt. The RSA contemplates agreed-upon terms for a pre-arranged financial restructuring plan that is expected to reduce several billion dollars of indebtedness. To implement the plan, J.C. Penney and its affiliates filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-20182) on May 15, 2020. The Debtors tapped Kirkland & Ellis LLP and Jackson Walker LLP as their legal counsel, Lazard Freres & Co. LLC as investment banker, AlixPartners LLP as financial advisor, and Katten Muchin Rosenman LLP as special counsel. Prime Clerk is the claims agent. Henry Hobbs Jr., acting U.S. trustee for Region 7, appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. The committee has tapped Cole Schotz P.C. and Cooley LLP as its legal counsel, Jefferies LLC as investment banker, and FTI Consulting, Inc. as financial advisor. Katten Muchin Rosenman, LLP and Goldin Associates, LLC serve as legal counsel and financial advisor for Alan Carr and Steve Panagos, respectively, who were elected independent directors of J.C. Penney's board of directors on May 1, 2020. J.JILL INC: Scully's Contract as Interim CEO Extended to Dec. 4 --------------------------------------------------------------- On Sept. 3, 2020, J.Jill, Inc., entered into a third amendment to the offer letter between the Company and James Scully, dated Dec. 4, 2019 (the "Offer Letter"), to extend the term of Mr. Scully's employment as Interim Chief Executive Officer of the Company, such that the initial term (the "Initial Term") of Mr. Scully's employment will terminate on Dec. 4, 2020 (the "Termination Date"). If the Company employs a permanent (non-interim) Chief Executive Officer prior to the Termination Date, Mr. Scully will serve as a Special Advisor to the permanent (non-interim) Chief Executive Officer through the end of the Initial Term. Under the Third Amendment, Mr. Scully will receive a guarantee of three additional months of cash compensation, at the rate of $100,000 per month, in addition to what he has already been paid, subject to any salary reductions applicable to senior executives. Under the terms of the Third Amendment, Mr. Scully is eligible to earn an annual bonus for fiscal year 2020, with a target bonus of $1.2 million (prorated for any partial year of employment, with service credit given beginning March 4, 2020); provided, that the total amount of Mr. Scully's annual bonus in respect of the Company's 2020 fiscal year will not be less than $800,000. Upon the termination of the Initial Term, Mr. Scully will receive a transition bonus of $400,000, payable within 60 days following the expiration of the Initial Term. The Company further agreed to reimburse up to $7,500 in legal fees related to negotiation of the Third Amendment and up to $20,000 per month for travel and other agreed-upon expenses. About J. Jill Inc. J.Jill, Inc., operates as an Omni channel retailer women's apparel under the J.Jill brand name in the United States. The company offers knit and woven tops, bottoms, and dresses, as well as sweaters and outerwear; and complementary footwear and accessories, including scarves, jewelry, and hosiery for misses, petites, and women. Its customers comprise women in 40-65 age range. The company markets its products through retail stores, Website, and catalogs. J.Jill is headquartered in Quincy, Massachusetts. * * * J.Jill (NYSE JILL) on Sept. 1, 2020, announced that with the support of a majority of the Company's shareholders, it has entered into a transaction support agreement ("TSA") with lenders holding greater than 70.0% of the Company's term loans ("Consenting Lenders") on the principal terms of a financial restructuring ("Transaction") that would result in a waiver of any past non-compliance with the terms of the Company's credit facilities and provide the company with additional liquidity. If the transaction is consented to by the requisite term loan lenders, the Transaction will be consummated on an out-of-court basis. In the event that the transaction does not receive the required consents, the parties to the TSA have agreed to a prepackaged plan of reorganization under Chapter 11 of the United States Code (the "In-Court Transaction") the key terms of which have been negotiated, including additional financing during the Chapter 11 process. While the Company hopes to receive the required consents to execute the out-of-court Transaction, the Company anticipates that the in-court transaction would be a swift process in which all vendor claims would be unimpaired and paid in full, and from which the Company would emerge with a strong and healthy balance sheet. JAGUAR HEALTH: Enters Into Amended A/R Agreement with Oasis ----------------------------------------------------------- Jaguar Health, Inc. and its wholly owned subsidiary, Napo Pharmaceuticals, Inc. have jointly entered into a third amendment to the accounts receivable purchase agreement with Oasis Capital, LLC, dated May 12, 2020, pursuant to which Oasis agreed to purchase additional accounts receivable of the Company related to the sales of the Company's Mytesi drug product to Cardinal Health for the period of Aug. 11, 2020 through Sept. 3, 2020. The Fourth Tranche Accounts Receivable has a gross value of $2,329,662.72, representing customer billings over a 24-day period. "We are happy to enter into this additional amendment with Oasis. Based on the success of the first three tranches of accounts receivable financing and the strength of our growing sales of Mytesi, we have been able to further our strategy of bringing in non-dilutive capital and striving to become a stable, cash flow positive commercial business," said Lisa Conte, Jaguar's president and CEO. Per the terms of the agreement, Oasis will receive a fee of 5.45% of the $2,329,662.72 Fourth Tranche Accounts Receivable following their purchase of the Fourth Tranche Accounts Receivable for $990,106.65, an increased percentage of the gross accounts receivable compared to the April 2020 purchase. As with prior accounts receivable sales to Oasis, Oasis will return to the Company any amount that exceeds the sum of the Purchase Price and the Fee. As with all Mytesi gross sales, the Fourth Tranche Accounts Receivable will be reduced by Medicare, ADAP 340B chargebacks, returns, and wholesale distribution fees based on historical trends to determine net sales. Under the amendment, Oasis is entitled to a one-time transaction fee of $5,000. About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial stage pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Its Mytesi (crofelemer) product is approved by the U.S. FDA for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. Jaguar reported a net loss of $38.54 million for the year ended Dec. 31, 2019, compared to a net loss of $32.15 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $37.58 million in total assets, $25.16 million in total liabilities, $10.88 million in Series A redeemable convertible preferred stock, and $1.54 million in total stockholders' equity. Mayer Hoffman McCann P.C., in San Francisco, California, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 2, 2020 citing that the Company has experienced losses since inception, significant cash used in operations, and is dependent on future financing to meet its obligations and fund its planned operations. These conditions raise substantial doubt about its ability to continue as a going concern. JAGUAR HEALTH: Falls Short of Nasdaq Bid Price Requirement ---------------------------------------------------------- Jaguar Health, Inc., received written notice from the Listing Qualifications Staff of The Nasdaq Stock Market LLC on Sept. 11, 2020, indicating that, based upon the Company's continued non-compliance with the minimum $1.00 bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2), as of Sept. 11, 2020, and notwithstanding the Company's compliance with the quantitative criteria necessary to obtain a second 180-day period within which to evidence compliance with the Rule, as set forth in Nasdaq Listing Rule 5810(c)(3)(A), the Staff has determined to delist the Company's securities from Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel. The Company intends to timely request a hearing before the Panel (as it did on May 20, 2019 with respect to a similar Nasdaq delisting notice), at which hearing the Company will request an extension within which to evidence compliance with all applicable requirements for continued listing on Nasdaq, including compliance with the Rule. The Company's request for a hearing will stay any suspension or delisting action by the Staff at least pending the ultimate outcome of the hearing. The Company intends to take definitive steps in an effort to evidence compliance with the Rule; however, there can be no assurance that the Panel will grant the Company's request for continued listing or that the Company will be able to evidence compliance with the Rule within any extension period that may be granted by the Panel. As previously disclosed, on Aug. 17, 2020, the Company received a letter from the Staff notifying the Company that it no longer complied with Nasdaq Listing Rule 5550(b)(1) due to the Company's failure to maintain a minimum of $2,500,000 in stockholders' equity (or meet the alternatives of market value of listed securities of $35 million or $500,000 in net income from continuing operations). On Sept. 9, 2020, the Company received a letter from Nasdaq stating that, based on the Company's Current Report on Form 8-K filed on Sept. 2, 2020, the Staff has determined that the Company complies with Nasdaq Listing Rule 5550(b)(1). However, if the Company fails to evidence compliance with Nasdaq Listing Rule 5550(b)(1) upon filing its next periodic report, the Company may be subject to delisting. About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health/-- is a commercial stage pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Its Mytesi (crofelemer) product is approved by the U.S. FDA for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. Jaguar reported a net loss of $38.54 million for the year ended Dec. 31, 2019, compared to a net loss of $32.15 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $37.58 million in total assets, $25.16 million in total liabilities, $10.88 million in Series A redeemable convertible preferred stock, and $1.54 million in total stockholders' equity. Mayer Hoffman McCann P.C., in San Francisco, California, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 2, 2020 citing that the Company has experienced losses since inception, significant cash used in operations, and is dependent on future financing to meet its obligations and fund its planned operations. These conditions raise substantial doubt about its ability to continue as a going concern. JAGUAR HEALTH: Gets Landlord Consent to Sublease Office Space ------------------------------------------------------------- Jaguar Health, Inc., received landlord consent to a sublease agreement, dated as of Aug. 31, 2020 and effective upon the Consent, with Peacock Construction Inc., a California corporation, for approximately 5,263 square feet of office space located at 200 Pine Street, Suite 400, San Francisco, California. The term of the Sublease began on Aug. 31, 2020 and will expire on May 31, 2021, unless earlier terminated in accordance therewith. The rent under the Sublease will be $14,911.83 per month, which includes operating expenses and taxes. Pursuant to the Consent, the Company will assume the indemnity and insurance obligations of the Sublandlord under the master lease with respect to the Sublease Premises. The Company is gradually transitioning operations from its existing premises at 201 Mission Street, Suite 2375, San Francisco, California to the Sublease Premises, which the Company expects will serve as its principal administrative headquarters. About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial stage pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Its Mytesi (crofelemer) product is approved by the U.S. FDA for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. Jaguar reported a net loss of $38.54 million for the year ended Dec. 31, 2019, compared to a net loss of $32.15 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $37.58 million in total assets, $25.16 million in total liabilities, $10.88 million in Series A redeemable convertible preferred stock, and $1.54 million in total stockholders' equity. Mayer Hoffman McCann P.C., in San Francisco, California, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 2, 2020 citing that the Company has experienced losses since inception, significant cash used in operations, and is dependent on future financing to meet its obligations and fund its planned operations. These conditions raise substantial doubt about its ability to continue as a going concern. JW TRUCKING: Seeks to Hire Tarbox Law as Legal Counsel ------------------------------------------------------ JW Trucking, LLC seeks authority from the United States Bankruptcy Court for the Western District of Texas to hire Tarbox Law, P.C. as its counsel. The firm's services will include: a. serve as counsel for debtor; b. assist the Debtor in analyzing the debtor's financial situation, and rendering advice to the Debtors in determining whether to file a petition in bankruptcy; c. assist in the preparation and filing of any petition, schedules, statement of affairs and plan which may be required; d. represent the Debtor at the meeting of creditors and confirmation hearing, and any adjourned hearings thereof; e. provide any other bankruptcy-related services requested by the debtor. For legal services, the counsel agreed to accept a retainer of $15,000. Max Tarbox, Esq., at Tarbox Law, disclosed in court filings that he has no connection with creditors of the estate and other "parties-in-interest." The firm can be reached through: Max Ralph Tarbox, Esq. Tarbox Law, P.C. 2301 Broadway Lubbock, TX 79401 Tel: (806) 686-4448 Fax: (806) 368-9785 Email: jessica@tarboxlaw.com About JW Trucking, LLC JW Trucking, LLC is a privately held company that operates in the trucking industry. JW Trucking, LLC filed its petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. W.D. Tex. Case No. 20-70100) on August 20, 2020. In the petition signed by Jeffrey Waugh, Jr., member, the Debtor estimated $1 million to $10 million in both assets and liabilities. Max R. Tarbox, Esq. at TARBOX LAW, P.C. represents the Debtor as counsel. KAISER GYPSUM: Portion of TIE Prepetition Deductible Claims OK'd ---------------------------------------------------------------- Bankruptcy Judge J. Craig Whitley granted, in part, Kaiser Gypsum Co.'s Omnibus Objection to the Claims of Truck Insurance Exchange. Judge Whitley allowed the portion of the Claims with respect to Prepetition Deductibles in the amount of $465,140.83. Truck Insurance filed Proof of Claims Nos. 42 and 43 against the Debtors for unpaid deductibles arising from Truck's pre-petition settlements of Asbestos Personal Injury Claims. In response to the Claims, which assert that amounts owed to Truck for deductibles total $3,365,500, the Debtors asserted a right of setoff for each the following: b. $2,187,398.17 owed to the Debtors under the parties' Cost Sharing Agreement; c. $411,947 owed for appeal bond premiums incurred by the Debtors; d. $297,500 for deductible overbilling by Truck on settlements it did not pay; and e. $3,514 owed for costs incurred by the Debtors for corporate designee witnesses. The parties have reached agreement on all issues relating to the Claims and the Debtors' offsets except for the $411,947.00 of appeal bond premiums that the Debtors incurred during Truck's defense of underlying Asbestos Personal Injury Claims. The parties agreed that the Debtors' 1974 policy, as applied to Truck's obligations to defend and indemnity the Debtors for Asbestos Personal Injury Claims, is interpreted and applied pursuant to California law. Truck Insurance Exchange Comprehensive Liability Policy No. 3504000, incepting Jan. 1, 1974, which the parties agree is "triggered" by the vast majority of Asbestos Personal Injury Claims against the Debtors, has been selected by the Debtors to respond to such claims. Where Truck intended to limit its obligation to pay for a bond, the 1974 Policy language shows that it did so expressly. Immediately before the appeal bond provision in Paragraph II.2(a) is a provision governing Truck's obligation to pay for a different kind of bond, requiring Truck to "pay all premiums on bonds to release attachments," expressly limited to "an amount not in excess of the applicable limit of liability in this policy." Likewise, immediately after the appeal bond provision in Paragraph II.2(a) is a provision limiting Truck's obligation to pay "the cost of bail bonds required of the insured in the event of automobile accident or automobile traffic violation during the policy period," which expressly is "not to exceed $250 per bail bond." Insuring Agreement No. II, containing Truck's promises to pay for these three types of bonds, expressly provides that "amounts so incurred, except settlements of claims and suits, are payable by the company [Truck] in addition to the applicable limit of liability of this policy." In light of these express policy provisions, viewed in context and giving effect to every part of the 1974 policy, with each part helping to interpret the other, Truck's argument that "it is implied in the policy" that the most it would bond on appeal is its $500,000 indemnity limit is unsupportable. As is Truck's appeal to "equity and logic" in arguing for its policy interpretation. If the Court were to interpret Truck's express obligation to pay all premiums on appeal bonds as limited or capped to an amount relating to its $500,000 limit, such an interpretation would violate a cardinal rule of policy interpretation under California law, as courts do not rewrite contracts. Truck relied upon a number of non-California cases that Truck argued address its 1974 policy appeal bond language or what Truck argued is "similar language" and thus supports its argument that "logically, an insurer's responsibility for a bond extends only to the limits of the policy." However, none of these cases addressed the question before the Court -- how much of an appeal bond premium Truck is required to pay -- and none includes even similar policy language, according to Judge Whitley. The Debtors paid appeal bond premiums totaling $411,947.00 in three cases where a judgment was entered and appealed, namely Casey ($155,310), Desin ($5,732) and Silvestro ($250,905). Truck asserted that the Debtors' setoff claim arising from Appealed Case Silvestro -- the appeal bond premiums for which total $250,905 -- are barred by California's four-year statute of limitations for breach of contract. The Debtors' claim for appeal bond premiums is timely under both the Bankruptcy Code and California law, which preserve a debtor's right to assert setoff as a defense to a timely-filed claim. Defenses preserved under Section 558 include a debtor's right to effectuate a setoff, or "netting," of mutual debts. According to Judge Whitley, under California law, if Truck's claims for deductible payments and the Debtors' claims for the Silvestro appeal bond premiums both existed at a time when neither demand was barred by the statute of limitations, the Debtors' monetary cross-demand is timely. Specifically, Section 431.70 of the California Code of Civil Procedure codifies setoff as an affirmative defense and expressly makes setoff claims timely. Moreover, under California law, the statute of limitations on any breach of insurance contract claim that an insurer has failed to fully defend is tolled until the conclusion of the underlying case -- i.e., when the time for appeal has expired or, where an appeal is timely filed, when the appellate court issues remittitur. Judge Whitley explained that tolling continues to case conclusion, in part, to determine the extent of any loss. Like a breach of the duty to defend, a claim for payment of appeal bond premiums is tolled until the conclusion of a case. California Rules of Court, rule 8.278(d)(1)(F), provides that the party prevailing in the Court of Appeal may recover the "cost to procure a surety bond, including the premium . . . unless the trial court determines the bond was unnecessary." According to Judge Whitley, until the Appealed Cases were concluded, it was unknown whether the Debtors would have any unreimbursed appeal bond premiums to seek from Truck. The earliest date for resolution of an underlying claim in connection with which Truck sought deductible payment from the Debtors was Dec. 10, 2013. Applying California's tolling rule, Silvestro concluded at the earliest when the time to appeal the judgment entered Oct. 6, 2010 expired. Thus, the Debtors' claim against Truck for the Silvestro appeal bond premiums would have been timely under California law through at least early October 2014. As a result, the statutory requirement of Section 431.70 -- that the Truck deductible claim and the Silvestro appeal bond premium claim (which was timely until at least October 2014) -- "existed . . . at any point in time when neither demand was barred by the statute of limitations" is met and Debtors' setoff claim for the Silvestro appeal bond premiums is timely. In sum, the Court found that Truck is obligated to pay the entire amount of appeal bond premiums of $411,49 incurred in the Appealed Cases, in addition to and without being limited in any way because of Truck's $500,000 indemnity limit. The Court also found that the Debtors' setoff claim under the 1974 policy for $250,905 in appeal bond premiums incurred in the Silvestro case is timely because it is asserted as a setoff to Truck's deductible claims under the 1974 policy pursuant to Section 431.70 of the California Code of Civil Procedure and was tolled until the Silvestro case was concluded. The Court, therefore, granted the Debtors' objection. The portion of the Claims with respect to Prepetition Deductibles is allowed in the amount of $465,140.83. A copy of the Court's Order dated August 17, 2020 is available at https://bit.ly/33j3fJz from Leagle.com. About Kaiser Gypsum Kaiser Gypsum Company, Inc., and affiliate Hanson Permanente Cement, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case Nos. 16-31602 and 16-10414) on Sept. 30, 2016. The petitions were signed by Charles E. McChesney, II, vice-president and secretary. The Debtors are represented by Rayburn Cooper & Durham P.A. and Jones Day. Cook Law Firm, P.C. and K&L Gates LLP serve as special insurance counsel; NERA Economic Consulting as consultant; Miller Nash Graham & Dunn LLP as special environmental and insurance counsel; and PricewaterhouseCoopers LLP as financial advisors. At the time of the bankruptcy filing, Kaiser and Hanson each was estimated to have assets and liabilities at $100 million to $500 million. Kaiser's principal business consisted of manufacturing and marketing gypsum plaster, gypsum lath and gypsum wallboard. The company has no current business operations other than managing its legacy asbestos-related and environmental liabilities. The company has no material tangible assets. HPCI's primary business was the manufacture and sale of Portland cement products. It is a wholly-owned, indirect subsidiary of non-debtor Lehigh Hanson, Inc. HPCI is the direct parent of Kaiser Gypsum as well as non-debtor Hanson Micronesia Cement, Inc. and non-debtor Hanson Permanente Cement of Guam, Inc., the operating subsidiaries. Non-debtor Permanente Cement Company, which has no assets or operations, is also a wholly-owned subsidiary of HPCI. The Office of the U.S. Trustee appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Kaiser Gypsum Company, Inc. The Creditors Committee hired Blank Rome LLP as counsel, and Moon Wright & Houston, PLLC. An Official Committee of Asbestos Personal Injury Claimants retained Caplin & Drysdale, Chartered, as its counsel. Lawrence Fitzpatrick, the Future Claimants' Representative, tapped Ankura Consulting Group, LLC as his claims evaluation consultant; Young Conaway Stargatt & Taylor, LLP as attorney; and Hull & Chandler, P.A. as local counsel. KB US HOLDINGS: Russell, Cullen Represent Utility Companies ----------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the Law Firm of Russell R. Johnson III, PLC and Cullen and Dykman LLP submitted a verified statement that they are representing the utility companies in the Chapter 11 cases of KB US Holdings, Inc., et al. The names and addresses of the Utilities represented by the Firm are: a. Consolidated Edison Company of New York, Inc. Attn: Rosalie Zuckerman Con Edison Law Department Attn: Bankruptcy 18th Floor 4 Irving Place New York, New York 10003 b. Constellation NewEnergy, Inc. Constellation NewEnergy — Gas Division, LLC Attn: C. Bradley Burton Credit Analyst Constellation Energy 1310 Point Street, 12th Floor Baltimore, MD 21231 c. Orange and Rockland Utilities, Inc. Attn: Jennifer Woehrle 390 W. Route 59 Spring Valley, New York 10977 d. The Connecticut Light & Power Company Attn: Honor S. Heath, Esq. Eversource Energy 107 Selden Street Berlin, CT 06037 e. The Potomac Electric Power Company Attn: Lynn R. Zack, Esq. Assistant General Counsel Exelon Corporation 2301 Market Street, S23-1 Philadelphia, PA 19103 f. Virginia Electric and Power Company d/b/a Dominion Energy Virginia Attn: Sherry Ward 600 East Canal Street, 10th floor Richmond, VA 23219 g. Jersey Central Power & Light Company Attn: Kathy M. Hofacre FirstEnergy Corp. 76 S. Main St., A-GO-15 Akron, OH 44308 The nature and the amount of claims of the Utilities, and the times of acquisition thereof are as follows: a. The following Utilities have unsecured claims against the above-referenced Debtors arising from prepetition utility usage: Orange & Rockland Utilities, Constellation NewEnergy, Inc., Constellation NewEnergy — Gas Division, LLC, Virginia Electric and Power Company d/b/a Dominion Energy Virginia, Jersey Central Power & Light Company, The Potomac Electric Power Company and The Connecticut Light & Power Company. b. Consolidated Edison Company of New York, Inc. held a prepetition cash deposit that secured all prepetition debt. c. For more information regarding the claims and interests of the Utilities in these jointly-administered cases, refer to the Objection of Certain Utility Companies To the Debtors' Motion Requesting Entry of Order (I) Approving Debtors Proposed Form of Adequate Assurance of Payment To Utility Providers, (II) Establishing Procedures For Determining Adequate Assurance of Payment For Future Utility Services, and (III) Prohibiting Utility Providers From Altering, Refusing, or Discontinuing Utility Service filed in the above-captioned, jointly-administered, bankruptcy cases. The Law Firm of Russell R. Johnson III, PLC was retained to represent the foregoing Utilities in August and September 2020. The circumstances and terms and conditions of employment of the Firm by the Companies is protected by the attorney-client privilege and attorney work product doctrine. Co-Counsel for Consolidated Edison Company of New York, Inc., et al. can be reached at: Thomas R. Slome, Esq. Michael Kwiatkowski, Esq. CULLEN AND DYKMAN LLP 100 Quentin Roosevelt Boulevard Garden City, NY 11530 Telephone: (516) 296-9165 Facsimile: (516) 357-3792 Email: tslome@Cul1enandDykman.com mkwiatkowski@Cul1enandDykman.com - and - Russell R. Johnson III, Esq. LAW FIRM OF RUSSELL R. JOHNSON III, PLC 2258 Wheatlands Drive Manakin-Sabot, VA 23103 Telephone: (804) 749-8861 Facsimile: (804) 749-8862 E-mail: russe1lFrusselljohnsonlawfirm.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/iY2K5S About KB US Holdings KB US Holdings, Inc. is the parent company of King Food Markets and Balducci's Food Lover's Market. Headquartered in Parsippany, N.J., Kings Food Markets has been a specialty and gourmet food market across the East Coast. In 2009, Kings Food Markets acquired specialty gourmet retail grocer, Balducci's Food Lover's Market. As of the petition date, the Debtors operate 35 supermarkets across New York, New Jersey, Connecticut, Virginia, and Maryland. KB US Holdings and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. N.Y. Lead Case No. 20-22962) on Aug. 23, 2020. At the time of the filing, Debtors disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Sean H. Lane oversees the cases. The Debtors tapped Proskauer Rose LLP as their legal counsel, Peter J. Solomon as investment banker, Ankura Consulting Group LLC as financial advisor, and Prime Clerk LLC as claims, noticing and solicitation agent. KINSER GROUP: Seeks to Hire Quarles & Brady as Bankruptcy Counsel ----------------------------------------------------------------- Kinser Group LLC seeks authority from the United States Bankruptcy Court for the District of Arizona to hire Quarles & Brady, LLP, as bankruptcy and restructuring counsel. Kinser Group requires Quarles & Brady to: (a) prepare and file the Chapter 11 bankruptcy petition, schedules of assets and liabilities, and statements of financial affairs; (b) draft and prosecute certain first day motions, including the motion to allow the use of cash collateral, and provide legal services relating to the relief under the first day motions; (c) advise the Debtor with respect to its powers and duties as debtor-in-possession in the continued management of its business and property; prepare and review pleadings, motions and correspondence; (d) attend meetings and negotiate with representatives of creditors and other parties-in-interest and advising and consulting on the conduct of this case, including all of the legal and administrative requirements of operating in chapter 11; (e) act as litigation counsel to prosecute claims and causes of action of the Debtor, including any preference or fraudulent transfer actions relating to creditors other than any claims against certain unsecured creditors or insiders named in the Gabriel Statement; (f) act as litigation counsel regarding the defense of any actions commenced against the Debtor, other than by the unsecured creditors named in the Gabriel Statement; (g) assist the Debtor in reviewing and objecting to any claims filed against the Debtor (other than any claims of the unsecured creditors or insiders named in the Gabriel Statement), including negotiating and responding to claims; (h) advise the Debtor in connection with any contemplated sales of assets or business combinations, including the negotiation of asset, stock, purchase, merger or joint venture agreements, formulate and implement appropriate procedures with respect to the closing of any such transactions, and counseling the Debtor in connection with such transactions; (i) advise the Debtor in connection with any postpetition financing and cash collateral arrangements and negotiating and drafting related documents, providing advice and counsel with respect to prepetition financing arrangements and negotiating and drafting related documents; (j) advise the Debtor on matters relating to the evaluation of the assumption, rejection or assignment of unexpired leases and executory contracts; (k) advise the Debtor with respect to legal issues arising in or relating to the Debtor's ordinary course of business including attendance at senior management meetings, meetings with any financial and turnaround advisors; (l) prepare, on the Debtor' behalf, all motions, applications, answers, orders, reports and papers necessary to the administration of the estate; (m) negotiate and prepare, on the Debtor's behalf, a plan of reorganization, disclosure statement, and all related agreements and/or documents and taking any necessary action on behalf of the Debtor to obtain confirmation of such plan; (n) attend meetings with third parties and participate in negotiations with respect to the above matters; (o) appear before the Court, any appellate courts, and the United States Trustee and protecting the interests of the Debtor's estate before such courts and the United States Trustee; and (p) perform all other necessary legal services and providing all other necessary legal advice to the Debtor in connection with this case. The Quarles Firm's current hourly rates: Partners, Counsel, and Associates: Up to $600 Paralegals/Legal Specialists: Up to $255 Isaac Gabriel and Hannah Torres are the primary attorneys responsible for the Quarles Firm's representation of the Debtor. Isaac Gabriel's billing rate will be $495 per hour, which is a discounted rate from his normal rate. Hannah Torres’s billing rate will be $315 per hour. The Quarles Firm received an advance retainer in the amount of $75,000 from the Debtor. The Quarles Firm does not hold or represent an interest adverse to the Debtor's estate and is a "disinterested person," as that term is defined in Bankruptcy Code Sec. 101(14) and modified by Bankruptcy Code Sec. 1107(b), with respect to the matters for which it is to be retained, according to court filings. The firm can be reached through: Isaac M. Gabriel, Esq. Hannah R. Torres, Esq. QUARLES & BRADY, LLP Renaissance One Two North Central Avenue Phoenix, AZ 85004-2391 Tel: 602-229-5200 About Kinser Group LLC Kinser Group LLC is in the hotels and motels business. Kinser Group LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-09355) on August 14, 2020. In the petition signed by Kenneth L. Edwards, manager, the Debtor estimated $1 million to $10 million in both assets and liabilities. Isaac M. Gabriel, Esq. at QUARLES & BRADY LLP represents the Debtor as counsel. KLAUSNER LUMBER: Seeks to Hire Curtis Mallet-Prevost as Counsel --------------------------------------------------------------- Klausner Lumber Two, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Curtis, Mallet-Prevost, Colt & Mosle LLP as its counsel. The Debtor requires Curtis's services to assist with litigation matters relating to the EB5 Immigrant Investment Program. Throughout the course of Debtor’s chapter 11 case, certain matters involving the EB5 Immigrant Investor Program (EB5 Matters), have arisen that may impact the Debtor and its estate. Created by Congress in 1990, the EB5 Immigrant Investor Program seeks to stimulate the U.S. economy and job creation through qualifying capital contributions into new commercial enterprises (or troubled businesses) by immigrant investors seeking visas under the fifth employment-based preference category. The hourly rates of the Curtis professionals are: Partners $885-1065 Associates and Special Counsel $400-775 Paraprofessionals $245-275 Curtis will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert Prusak, a partner at Curtis, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Prusak disclosed that his firm has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements, and that no professional at the firm has varied his rate based on the geographic location of the Debtor's bankruptcy case. Mr. Prusak also disclosed that Curtis was not retained by the Debtor in the 12 months prior to the Petition Date. Curtis began representing the Debtor post-petition, pursuant to the engagement letter dated July 15, 2020. The Debtor has already approved the firm's budget and staffing plan for the period beginning June 10, 2020, ending August 10, 2020, Mr. Prusak further disclosed. The firm can be reached through: Robert Prusak, Esq. Curtis, Mallet-Prevost, Colt & Mosle LLP 101 Park Avenue New York, NY 10178 Tel: (212) 696-6000 Fax: (212) 697-1559 About Klausner Lumber Two Klausner Lumber Two, LLC, a sawmill company in Enfield, N.C., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-11518) on June 10, 2020. Robert Prusak, chief restructuring officer, signed the petition. At the time of the filing, Debtor had estimated assets of between $10 million and $50 million and liabilities of between $100 million and $500 million. Judge Karen B. Owens oversees the case. Debtor has tapped Westerman Ball Ederer Miller Zucker & Sharfstein, LLP and Morris, Nichols, Arsht & Tunnell, LLP as its bankruptcy counsel; Asgaard Capital LLC as restructuring advisor; and Cypress Holdings LLC as investment banker. The U.S. Trustee for the District of Delaware appointed a committee of unsecured creditors in Debtor's Chapter 11 case on June 25, 2020. The committee has tapped Elliott Greenleaf, P.C. as its legal counsel and EisnerAmper LLP as its financial advisor. LATAM AIRLINES: Appoints New Chief Commercial Officer ----------------------------------------------------- With more than 30 years of experience in the airline industry, Marty St. George will assume the role of Chief Commercial Officer at LATAM Airlines Group on October 1, 2020. The executive, who holds a Civil Engineering degree from Massachusetts Institute of Technology (MIT), has had a long career in aviation, holding prominent positions in airlines such as United Airlines and US Airways. Most recently, St. George worked at JetBlue Airways for thirteen years, latterly serving as Chief Commercial Officer with responsibility for all revenue-generating activities, including the development of its first premium offering. He was also interim Chief Commercial Officer for Norwegian Air Shuttle ASA, working on their recent fleet, pricing and network restructuring program. Born in the United States, St. George has worked in marketing, pricing, network management, customer experience, product, alliances, frequent flyer loyalty programs and e-commerce. St. George will lead LATAM's commercial team, with responsibility for areas including sales, marketing, network development, alliances, LATAM Pass and cargo. About LATAM Airlines LATAM Airlines Group S.A. -- http://www.latam.com/-- is a pan-Latin American airline holding company involved in the transportation of passengers and cargo and operates as one unified business enterprise. LATAM Airlines Group S.A. 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 S.A. 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; and Togut, Segal & Segal LLP and Claro & Cia in Chile as special counsel. Prime Clerk LLC is the claims agent. LEHMAN BROTHERS: Can't Recoup Payments Made to Noteholders ---------------------------------------------------------- Lehman Brothers Special Financing Inc. sought to recover payments made to noteholders in connection with certain synthetic collateralized debt obligations. LBSF argued that "Priority Provisions" that subordinated its interests to those of the Noteholders were unenforceable ipso facto clauses because they were triggered as a result of the Chapter 11 bankruptcy of Debtor Lehman Brothers Holdings Inc. The Bankruptcy Court held (and the District Court agreed) that section 560 of the Bankruptcy Code, which creates a safe harbor for the liquidation of swap agreements, allowed the distribution of proceeds according to the Priority Provisions whether or not those provisions are properly characterized as ipso facto clauses. Upon review, the United States Court of Appeals, Second Circuit, affirmed the judgment of the District Court. On Sept. 15, 2008, LBHI filed a voluntary petition for relief under Chapter 11. Two weeks later, on October 3, LBSF, an indirect subsidiary of LBHI, began its own Chapter 11 proceeding. About two years later, in September 2010, LBSF initiated an adversary proceeding against 250 defendant noteholders, note issuers, and indenture trustees in connection with 44 synthetic collateralized debt obligations ("CDOs") that Lehman affiliates structured, negotiated, and marketed. LBSF sought to recover roughly $1 billion that was distributed to the Noteholders after LBSF defaulted. In each of the synthetic CDO transactions, LBSF and its affiliates established a special purpose vehicle through which it marketed and sold notes to the Noteholders pursuant to an Indenture Agreement. That Issuer then used the proceeds from sale of the Notes to acquire highly rated securities; those valuable securities, in turn, would serve as collateral. The Issuer used income generated by the Collateral to make scheduled interest payments to the Noteholders. The Issuer then entered into a "swap agreement" with LBSF, pursuant to an ISDA Master Agreement and other related contracts, including the Schedule and Confirmation. Under the swap agreement, the Issuer contracted to sell LBSF a credit default swap -- credit protection against the potential default of certain "reference entities" or "reference obligations." In exchange, LBSF made regular payments to the Issuer. (LBHI guaranteed LBSF's obligations under the swap.) The Issuer used the flow of payments it received from LBSF to supplement the interest payments it made to the Noteholders. The swap agreement provided that if the reference entities experienced certain "Credit Events," the Issuer could owe LBSF payment from the Collateral. If, by contrast, the transaction reached its scheduled maturity without a Credit Event occurring, then the Noteholders would be repaid the principal amount of their investment from the Collateral. The Trustees -- a third party entity -- held the Collateral in trust for the benefit of the secured parties -- primarily LBSF and the Noteholders. The two components of the synthetic CDO transaction -- the CDO and the swap -- were documented separately, but the swap and indenture agreements referenced each other. The Indenture Agreement specified that, upon the occurrence of an "Event of Default," the Trustees were empowered to issue a "Termination Notice," which would accelerate payment due on the Notes and trigger early termination of the swaps. After issuing a Termination Notice, the Trustee could -- but was not required to -- liquidate the Collateral, and distribute the proceeds according to the stated priority of payments ("Priority Provisions"). Under the Priority Provisions, LBSF enjoyed payment priority over the Noteholders in certain circumstances. But in other circumstances LBSF's payment was subordinated to that of the Noteholders. LBHI's bankruptcy filing in 2008 constituted an Event of Default under the ISDA Master Agreement, with LBSF as the defaulting party. LBSF's default triggered the early terminations of the credit default swaps. Those terminations, in turn, led to the liquidation of the Collateral and to subsequent distributions. Because LBSF defaulted, it dropped in priority and was entitled to receive its portion of the disbursement only after the Noteholders received their portion. When the early terminations occurred, LBSF was "in the money," but because it was also the defaulting party, the Noteholders received payment priority over LBSF. The proceeds from the Collateral were insufficient to make any payment to LBSF after they were drawn from to pay the Noteholders. This precipitous drop in LBSF's priority underlies the dispute between LBSF and the defendants in this case. Specifically, at issue is the enforceability in bankruptcy of those contractual provisions -- the Priority Provisions -- that subordinated LBSF's payment priority upon its default. In September 2010, LBSF commenced an adversary proceeding in Bankruptcy Court as a putative defendant class action against certain of the Noteholders, the Trustees, and the Issuers. It alleged first that the Priority Provisions are unenforceable ipso facto clauses -- that is, clauses that modify a debtor's contractual right solely because it petitioned for bankruptcy. It next claimed that the distributions to the Noteholders violated the automatic stay provision in the Bankruptcy Code. Finally, LBSF sought a claw-back of the distributions under various other provisions of the Code and asserted several common-law causes of action. Five years later, defendants filed an omnibus motion to dismiss, which the Bankruptcy Court (Chapman, J.) granted. The Bankruptcy Court's third ground for ruling against LBSF was that even if the Priority Provisions governing each of the transactions were ipso facto clauses, they nevertheless are enforceable under the "safe harbor" codified at section 560 of the Bankruptcy Code. That section creates a safe harbor for the termination and liquidation of swap agreements, exempting them from the Bankruptcy Code's prohibition on the enforcement of ipso facto clauses. LBSF appealed to the District Court, which affirmed. Resolving LBSF's bankruptcy-law claims, the court rested its decision entirely on the Bankruptcy Court's third ground -- that the Code's safe harbor provision in section 560 permits the enforcement of the Priority Provisions. The District Court also affirmed the dismissal of all of LBSF's state-law claims. LBSF again appealed. LBSF maintained that the Priority Provisions are unenforceable ipso facto clauses because they modify and downgrade LBSF's right to receive proceeds. The Defendants urged that the section 560 safe harbor authorizes enforcement of the Priority Provisions, even if they contain ipso facto clauses. The applicability of the safe harbor turns on whether, under section 560, the following conditions apply: (1) the Priority Provisions are "swap agreements"; (2) the distribution of the Collateral constitutes "liquidation"; and (3) the Trustees, in liquidating the Collateral and distributing its proceeds, exercised a "contractual right of a[] swap participant." Like the District Court, the Second Circuit held that, even if the Priority Provisions were ipso facto clauses, their enforcement was nevertheless permissible under the section 560 safe harbor. Section 101(53B) of the Bankruptcy Code defines a "swap agreement" to include "any agreement, including the terms and conditions incorporated by reference in such agreement, which is" a swap. A swap agreement also includes "a master agreement that provides for an agreement or transaction referred to in clause (i)[] [or] (ii), . . . together with all supplements to any such master agreement" and "any security agreement or arrangement or other credit enhancement related to any agreements or transactions referred to in [the above] clause[s] . . ., including any guarantee or reimbursement obligation by or to a swap participant . . . in connection with any agreement or transaction referred to in any such clause." The Appeals Court noted that neither party disputed that the Code's sweeping definition of "swap agreement" includes the ISDA Master Agreement, along with the related schedule and confirmation documents. LBSF argued, however, that the Priority Provisions are not part of the swap agreement, and, therefore, are not protected under the section 560 safe harbor. The 2nd Circuit disagreed: The ISDA Master Agreement incorporates by reference the Priority Provisions, and, therefore, the Priority Provisions, too, are swap agreements under section 560. The Second Circuit concluded that the Priority Provisions are incorporated by reference into the swap agreements and thus, for the purposes of section 560, are considered to be part of a swap agreement. The contractual right to liquidate included distributions made pursuant to Noteholder priority. The Trustees exercised a contractual right to effect liquidation when they distributed the proceeds of the sold Collateral. And, in doing so, the Trustees exercised the rights of a swap participant. LBSF also brought a number of state-law claims, alleging, for instance, that defendants were unjustly enriched, breached their contracts with LBSF, and effected fraudulent transfers by distributing the proceeds to defendants. The Appeals Court said all of LBSF's state-law causes of action require LBSF to allege plausibly that it was entitled to the payments. They therefore rise and fall with the disposition of the bankruptcy-law claims. Because the Second Circuit already concluded that the Priority of Payments clauses are enforceable under the Code, LBSF's state-law claims also fail. The case is in re: LEHMAN BROTHERS SPECIAL FINANCING INC., Plaintiff-Appellant, v. BRANCH BANKING AND TRUST COMPANY, SUCCESSOR IN INTEREST TO SUSQUEHANNA BANK AND SBSI, INC., U.S. BANK NATIONAL ASSOCIATION, CONTINENTAL LIFE INSURANCE COMPANY OF BRENTWOOD TENNESSEE, COUNTRY LIFE INSURANCE COMPANY, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE, ELLIOTT INTERNATIONAL, L.P., FIRST NORTHERN BANK AND TRUST COMPANY, GARADEX INC., GATEX PROPERTIES INC., GENERAL SECURITY NATIONAL INSURANCE, GENWORTH LIFE AND ANNUITY INSURANCE CO., GOLDMAN SACHS INTERNATIONAL, GOLDMAN SACHS & CO. LLC, F/K/A, GOLDMAN, SACHS & CO., LGT BANK IN LIECHTENSTEIN LTD., THE LIVERPOOL LIMITED PARTNERSHIP, MAGNETAR CONSTELLATION FUND II LTD, MAGNETAR CONSTELLATION MASTER FUND III LTD, MAGNETAR CONSTELLATION MASTER FUND LTD, MARINER LDC, MARSH & McLENNAN COMPANIES, INC. STOCK INVESTMENT PLAN, MARSH & McLENNAN MASTER RETIREMENT TRUST, MBIA, INC., MODERN WOODMEN OF AMERICA, INC., MONEYGRAM SECURITIES, LLC AND ITS SUCCESSORS IN INTEREST, MORGAN STANLEY & CO., INCORPORATED, MORGANS FINANCIAL LIMITED, MULBERRY STREET CDO, LTD., NATIXIS FINANCIAL PRODUCTS LLC, PCA LIFE ASSURANCE CO. LTD., PHL VARIABLE INSURANCE COMPANY, PHOENIX LIFE INSURANCE COMPANY, PUTNAM DYNAMIC ASSET ALLOCATION FUNDS — GROWTH PORTFOLIO, PUTNAM INTERMEDIATE DOMESTIC INVESTMENT GRADE TRUST, PUTNAM STABLE VALUE FUND, RGA REINSURANCE CO., SBSI, INC., SCOR REINSURANCE COMPANY, SECURITY BENEFIT LIFE INSURANCE CO., SHENANDOAH LIFE INSURANCE COMPANY, STATE STREET BANK AND TRUST COMPANY, AS TRUSTEE, STATE STREET GLOBAL ADVISORS, STATE STREET INTERNATIONAL IRELAND LIMITED, STRUCTURED CREDIT OPPORTUNITIES FUND II, L.P., SUSQUEHANNA BANK, TRICADIA CREDIT STRATEGIES MASTER FUND, LTD., F/K/A, MARINER-TRICADIA CREDIT STRATEGIES MASTER FUND, LTD., TRUSTEE U.S. BANK TRUST NATIONAL ASSOCIATION, UNICREDIT BANK AG, LONDON BRANCH, ZAIS INVESTMENT GRADE LIMITED X, Defendants-Appellees, CITIBANK, N.A., PRINCIPAL LIFE INSURANCE COMPANY, Defendants, No. 18-1079 (2nd Cir.). A copy of the Court's Decision dated August 11, 2020 is available at https://bit.ly/3lREzjE from Leagle.com. PAUL R. DEFILIPPO ( William F. Dahill , on the brief), Wollmuth Maher & Deutsch LLP, New York, NY, for Plaintiff-Appellant Lehman Brothers Special Financing, Inc. CARMINE D. BOCCUZZI ( Emily J. Balter , on the brief), Cleary Gottlieb Steen & Hamilton LLP, New York, NY, for Defendants-Appellees Goldman Sachs International and Goldman Sachs & Co. LLC., f/k/a, Goldman, Sachs & Co. Joshua Dorchak , Morgan, Lewis, & Bockius, LLP, New York, NY; John C. Goodchild, III , Rachel Jaffe Mauceri , Morgan, Lewis, & Bockius, LLP, Philadelphia, PA, for Defendant-Appellee Branch Banking and Trust Company, Successor in Interest to Susquehanna Bank and SBSI, Inc. Franklin H. Top III , Chapman and Cutler LLP, Chicago, IL, for Defendants-Appellees U.S. Bank National Association and Trustee U.S. Bank Trust National Association. Joshua Dorchak , Morgan, Lewis, & Bockius, LLP, New York, NY, for Defendants-Appellees Continental Life Insurance Company of Brentwood Tennessee, Country Life Insurance Company, Marsh & McLennan Companies, Inc. Stock Investment Plan, Marsh & McLennan Master Retirement Trust, Modern Woodmen of America, Inc., PHL Variable Insurance Company, Phoenix Life Insurance Company, Putnam Dynamic Asset Allocation Funds-Growth Portfolio, Putnam Intermediate Domestic Investment Grade Trust, Putnam Stable Value Fund, SBSI, Inc., and Susquehanna Bank. Christopher M. Desiderio , Nixon Peabody LLP, New York, NY, for Defendants-Appellees Deutsche Bank Trust Company Americas, as Trustee, State Street Bank and Trust Company, as Trustee, State Street Global Advisors, State Street International Ireland Limited, and ZAIS Investment Grade Limited X. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers was the leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases were assigned to Judge James M. Peck. Judge Shelley Chapman took over the case after Judge Peck retired from the bench to join Morrison & Foerster. A team of Weil, Gotshal & Manges, LLP, lawyers led by the late Harvey R. Miller, Esq., served as counsel to Lehman. Epiq Bankruptcy Solutions served as claims and noticing agent. Lawyers at Milbank, Tweed, Hadley & McCloy LLP, in New York, served as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., served as the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens was appointed as trustee for the SIPA liquidation of the business of LBI. He was represented by Hughes Hubbard & Reed LLP. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for a nominal US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the brokerage unit was confirmed in December 2011. * * * As of March 2018, the trustee for LBI has made sixth interim distributions in the aggregate amount of at least $9 billion. The distributions bring total general unsecured creditor claim recoveries to 39.75%, an achievement far in excess of any reasonable expectation during the midst of Lehman's collapse and the financial crisis of the Great Recession. As of March 31, 2018, the Trustee has allowed or settled 4,813 general creditor claims with an aggregate asserted amount of $70.1 billion for an allowed amount of $22.9 billion. As for LBHI, following the 15th distribution announced by the team winding down LBHI in March 2018, Lehman's total distributions to unsecured creditors will amount to approximately $124.6 billion. The actual distributions to bondholders are already way above the projected recovery 21 cents on the dollar when Lehman's bankruptcy plan went into effect in early 2012. LIBBEY INC: CEO, Executives Pay Reduced by 25% ---------------------------------------------- Libbey Inc. (NYSEMKT:LBY) said in a regulatory filing that, as previously disclosed, effective April 16, 2020, the base salary of Michael P. Bauer, Chief Executive Officer, was reduced by 25% and the base salaries of the other executive officers were reduced by 20%. The foregoing compensation reductions were originally intended to continue through and until September 30, 2020. On July 22, 2020, the Compensation Committee of the Board of Directors approved extending the duration of these temporary salary reductions through and until December 31, 2020. On July 24, 2020, the Company announced additional actions to further control costs and align its resources to current and expected demand for its products. Effective August 1, the Company is reducing the size of its U.S. salaried workforce. The reductions will affect primarily the U.S. Headquarters and the Commercial organization, which will collectively be reduced by more than 15%. The Company does not expect to incur material charges in connection with the reduction in force. About Libbey Inc. Based in Toledo, Ohio, Libbey Inc. is a glass tableware manufacturer. Libbey operates manufacturing plants in the U.S., Mexico, China, Portugal, and the Netherlands. In existence since 1818, the Company supplies tabletop products to retail, foodservice and business-to-business customers in over 100 countries. Libbey's global brand portfolio, in addition to its namesake brand, includes Libbey Signature, Master's Reserve, Crisa, Royal Leerdam, World Tableware, Syracuse China, and Crisal Glass. The Company reported a net loss of $69.02 million for the year ended Dec. 31, 2019, compared to a net loss of $7.96 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $706.69 million in total assets, $732.47 million in total liabilities, and a total shareholders' deficit of $25.79 million. * * * As reported by the TCR on April 21, 2020, S&P Global Ratings lowered its issuer credit rating on U.S.-based Libbey Inc. to 'SD' (selective default) from 'CCC'. "We are lowering our issuer credit rating on Libbey to 'SD' and the senior secured rating to 'D', because the company deferred a mandatory excess cash flow sweep payment on its term loan B on April 9, 2020," S&P said. LIBBEY INC: To Cut More Than 15% U.S. Salaried Workforce -------------------------------------------------------- Toledo Blade reports that Libbey Inc., the Toledo-based table glassware manufacturer that filed for Chapter 11 bankruptcy protection on June 1, 2020 said it will reduce the size of its U.S. salaried work force by more than 15 percent, by the end of July 2020. The reductions primarily will affect its U.S. headquarters and commercial organization. In its announcement, the company said it does not expect to incur any material charges to its earnings in connection with the reduction in force. In April, Libbey said U.S. and Canada salaried associates would have base salaries cut through Sept. 30. However, the glassware maker said Friday those cuts are now extended through Dec. 31. Also, the temporary suspension of the company's 401(k) match is now extended through Dec. 31 and furloughs of certain U.S. salaried associates will continue through September 2020. Libbey CEO Mike Bauer and other top executives also are being affected. In April 2020,the company cut Mr. Bauer's base salary by 25 percent and base salaries of other executive officers were cut by 20 percent. The cuts originally were to last through September, but the board of directors extended the cuts through Dec. 31. Libbey said all of its latest actions are separate from a tentative plan to close its Shreveport, La., manufacturing plant. Libbey continues to negotiate with unions representing employees there prior to a final decision. On June 1, 2020, Libbey, one of the largest table glass and stemware manufacturers in the world, filed bankruptcy for the first time in its 202-year history. It declared assets of between $100 million and $500 million, and liabilities between $500 million and $1 billion. Creditors numbered between 10,000 and 25,000. In a mostly prepackaged bankruptcy plan, Libbey stated that it expects to emerge from Chapter 11 by Sept. 13. For two months prior to the bankruptcy filing, the company had been quietly putting its bankruptcy plan into place by furloughing employees, promising bonuses to top executives if they stayed with Libbey over the next year, and arranging to delay for two months a $12 million payment on its term loan. Libbey had sales of $782.4 million in 2019 but still posted a net loss of $69 million, compared with a loss of just $8 million the year before. The company already had been struggling with debt, and then was plagued further by U.S.-initiated trade wars, shifting consumer patterns, growing competition, and in February, the coronavirus pandemic that severely damaged sales to restaurants. About Libbey Inc. Based in Toledo, Ohio, Libbey Inc. (NYSE American: LBY) is one of the largest glass tableware manufacturers in the world. Libbey operates manufacturing plants in the U.S., Mexico, China, Portugal and the Netherlands. In existence since 1818, Libbey supplies tabletop products to retail, foodservice and business-to-business customers in over 100 countries. Libbey's global brand portfolio, in addition to its namesake brand, includes Libbey Signature, Master's Reserve, Crisa, Royal Leerdam, World Tableware, Syracuse China, and Crisal Glass. In 2019, Libbey's net sales totaled $782.4 million. For more information, visit http://www.libbey.com/ Libbey Glass Inc. and 11 of its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11439) on June 1, 2020. In the petition signed by CEO Michael P. Bauer, Libbey Glass was estimated to have $100 million to $500 million in assets and $500 million to $1 billion in liabilities as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Latham & Watkins LLP and Richards, Layton & Finger, P.A., as counsel; Alvarez & Marsal North America, LLC as financial advisor; and Lazard Ltd as investment banker. Prime Clerk LLC is the claims agent. LONGFIN CORP: Investors Win in the NY Fraud Case ------------------------------------------------ Law360 reports that a Manhattan federal judge handed a win to investors in shuttered cryptocurrency company Longfin Corp., determining that the company should have to pay more than $223 million in connection with alleged securities fraud. In her July 29 order and opinion, U.S. District Judge Denise L. Cote determined that Longfin, its chief executive Venkata Meenavalli, its chief financial officer Vivek Ratakonda and Suresh Tammineedi, the director of two related companies, together owe $223,037,680, plus pre- and post-judgment interest. Lead plaintiff Mohammad A. Malik moved for default judgment in the matter in January. About Longfin Corp. Longfin Corp (LFIN) is a New York-based finance and technology company ("FINTECH") that specializes in structured trade finance (Alternative Finance) solutions and physical commodities finance (Shadow Banking) solutions. On June 19, 2017, Longfin acquired 100% of the global trade finance technology solution provider, Longfin Tradex Pte. Ltd. - a Singapore incorporated related party entity and post-acquisition Longfin Tradex has become a subsidiary of Longfin. Longfin and its subsidiary Longfin Tradex believe their business operations do not involve in any activities relating to securities, as defined in Section 2(a)(1) of the Securities Act. Longfin has no interest in becoming a market maker to effect trading in securities requiring registration under the Exchange Act. As at June 30, 2018, Longfin had $172.79 million in total assets, $44.91 million in total liabilities and $127.88 million in total equity. In November 2018, Longfin announced that following the unsuccessful efforts of Longfin Corp. to restructure outstanding debt and to otherwise satisfy creditor obligations that would enable the Company to continue operations, the Company's Board of Directors determined it was in the best interests of the Company's stockholders, creditors and other interested parties to cease operations and to provide for an orderly liquidation of its assets by entering into an irrevocable Assignment for the Benefit of Creditors. The Assignment is a common law business liquidation mechanism under New Jersey law that is an alternative to a formal bankruptcy proceeding. On Nov. 14, 2018, the Company entered into the Assignment which was filed on Nov. 19, 2018 with the Monmouth County Clerk, Freehold NJ, on behalf of the Company. At the time of filing, the Company's liabilities exceeded its assets and its current cash flow was insufficient to meet the obligations of the Company and its subsidiaries. LUCKY BRAND: Sale to ABG and SPARC Completed -------------------------------------------- Authentic Brands Group LLC (ABG), a global brand owner, marketing and entertainment company, and SPARC Group, LLC (SPARC), a leading retail enterprise, announced mid-August 2020 that they have acquired Lucky Brand. SPARC, which is partially owned by ABG, is the dedicated operating company for Aéropostale and Nautica. Through this new acquisition, SPARC assumes the role of core licensee and operating partner for Lucky Brand and will oversee all sourcing, product design and development, wholesale, operations of the brand's North American retail stores, and its growing e-commerce business. ABG owns the Lucky Brand intellectual property and will oversee all licensing partnerships, new business and brand development. Brand marketing, which will be heavily focused on digital activations, social media and emerging platforms, will be shared by SPARC and ABG. "We are pleased to welcome this iconic, heritage denim brand to ABG," said Jamie Salter, Founder, Chairman, and CEO of ABG. "This acquisition boosts the value of our portfolio to more than $13 billion in global retail sales annually. Lucky Brand's DNA resonates strongly with today's youth and we see tremendous opportunity to unlock its value in key territories around the world. With ABG's social media expertise and content development capabilities we are ready to hit the ground running and expand quickly into new categories and markets." "Building on the foundation we've created with Aeropostale and Nautica, we are excited to partner with ABG to expand and enhance SPARC through Lucky Brand," said Marc Miller, CEO of SPARC. "This acquisition will diversify our growing brand platform, which includes approximately 750 SPARC-owned and operated locations in the U.S., plus e-commerce and wholesale that collectively drive over $2 billion in retail sales annually." SPARC also supports partners who are driving another $2 billion in annual retail sales through approximately 2,000 freestanding stores and shop-in-shops worldwide. Known for its vintage-inspired, bohemian style, Lucky Brand offers a selection of high-quality denim in a wide variety of fits, washes and styles, as well as apparel, outerwear, accessories and a home collection for men, women and children. The brand has more than 175 locations and a robust e-commerce business across North America and is available in select department stores, independent boutiques and on luckybrand.com. The Lucky Brand ownership group will work with various landlords to maintain key stores across North America. There will also be an emphasis on driving distribution across e-commerce, marketplaces, department stores, specialty and freestanding locations in North America and international territories including Latin America, Europe and Asia. $191.5 Million Sale Lucky Brand Dungarees LLC won court approval to sell its business out of bankruptcy for $191.5 million to an entity owned by Authentic Brands Group LLC and Simon Property Group. The jeans and denim retailer will remain as a going concern business through its sale to SPARC Group LLC, which was approved during a telephonic hearing by the U.S. Bankruptcy Court for the District of Delaware. The sale contemplates a $140 million cash payment and the forgiveness of $11.5 million worth of Chapter 11 financing and $40 million in pre-bankruptcy loans. About Lucky Brand Founded in Los Angeles, California in 1990, Lucky Brand Dungarees, LLC -- https://www.luckybrand.com/ -- is an apparel lifestyle brand that designs, markets, sells, distributes, and licenses a collection of contemporary premium fashion apparel under the "Lucky Brand" name. Lucky Brand and four of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Tex. Lead Case No. 20-11768) on July 3, 2020. The petitions were signed by Christopher Cansiani, chief financial officer. The Hon. Christopher S. Sontch presides over the cases. The Debtors were estimated to have assets of $100 million to $500 million and liabilities of $100 million to $500 million. The Debtors tapped Young Conaway Stargatt & Taylor, LLP and Latham & Watkins, LLP as legal counsel; Berkeley Research Group, LLC as restructuring advisor; Houlihan Lokey Capital, Inc., as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. MANOLO BLAHNIK: CRM May File Involuntary Chapter 7 Petition ----------------------------------------------------------- Bankruptcy Judge Martin Glenn denied alleged debtor Manolo Blahnik USA LTD's motion to dismiss the involuntary petition filed by petitioning creditor Calzaturificio Re Marcello S.R.L. that sought to place the maker of high end shoes under Chapter 7 bankruptcy. According to Judge Glenn, an involuntary petition filed by a single creditor must be dismissed if there is a bona fide dispute of either a genuine issue of material fact that bears upon the debtor's liability or a meritorious contention as to the application of law to undisputed facts. The Petitioning Creditor's claim in the total amount of EUR949,567 stemmed from two unpaid invoices in 2019 related to its manufacture of Manolo Blahnik branded shoes. Petitioning Creditor manufactured the requested Manolo Blahnik shoes and shipped them to the Alleged Debtor to fulfill two separate Neiman Marcus purchase orders -- each billed separately to the Alleged Debtor. According to Judge Glenn, there are no disputed issues of material fact regarding liability or amount for the Petitioning Creditor's claim in the amount of EUR546,386 relating to the First Neiman Marcus Purchase Order. On May 4, 2020, the Petitioning Creditor filed an involuntary chapter 7 petition against the Alleged Debtor in Manhattan bankruptcy court, alleging that the Alleged Debtor was generally not paying its debts as they became due. The Involuntary Petition stated the amount of the Petitioning Creditor's claim to be "at least" EUR546,386. The Petitioning Creditor is an Italian private limited company that is 100% owned by Manolo Blahnik International, Lmtd. The Petitioning Creditor is a manufacturer of luxury products and manufactures Manolo Blahnik branded products. In July 2019, Parent acquired the entire issued share capital of the Petitioning Creditor. Parent designs, markets and sells luxury apparel, including luxury shoes and accessories under the Manolo Blahnik brand. The Alleged Debtor was previously the exclusive licensee to sell both women's and men's Manolo Blahnik shoes in the United States; in 2019, its license was not renewed. Parent then created a new entity, Manolo Blahnik Americas, LLC ("Affiliate"), to take over the Alleged Debtor's licensee rights and responsibilities on Jan. 1, 2020. On Nov. 25, 2019, Parent and the Alleged Debtor entered into a "transition deed," detailing the transition of licensing and responsibilities from Parent to Affiliate. The Transition Deed provided that the Alleged Debtor would send a daily tally of inventory, and return all samples, drawings, and other Manolo Blahnik materials to Parent. The Transition Deed also provided that calls and emails relating to new business in North America that had been previously directed to the Alleged Debtor should be directed to Andrew Wright, the Commercial Officer of Parent and President of Affiliate. At the Hearing, the two parties clarified that the Transition Deed provided that Affiliate would begin its licensing responsibilities on Jan. 1, 2020, but that Affiliate's business relationship with Neiman Marcus could begin on the date of the Transition Deed. The Alleged Debtor stated that its business continues to operate for the purpose of collecting debts owed to it by other parties, specifically including Neiman Marcus. However, the Alleged Debtor is no longer distributing any products. The Petitioning Creditor argued that it conducts its business independently of Parent and Affiliate through separate corporate structures and corporate financial records. The Petitioning Creditor's board of directors is different from Parent's and Affiliate's boards of directors, aside from one member, Ms. Eva Kristina Hulsebus, who sits on both boards. The second declaration by Georgia McManus, Global General Counsel to Parent, discloses that each entity is separately formed and maintained and separately capitalized. The Petitioning Creditor's funds and property are used solely for the benefit of Petitioning Creditor, and not for the benefit of Parent or Affiliate. Except for certain officer-level employees, the companies have separate employees. The companies do not share a website, and emails are sent from separate domains. McManus represents that Parent purchases products from the Petitioning Creditor at arm's length terms that are profitable to both. The Petitioning Creditor and the Alleged Debtor conducted business directly when the Alleged Debtor wished to place an order. By contrast, the Alleged Debtor maintained that the Petitioning Creditor and the Manolo Blahnik corporate family are jointly owned and controlled, supporting an agency relationship and alter ego liability. The Alleged Debtor highlighted that Parent is the parent company of both Affiliate and the Petitioning Creditor. McManus also provides legal support to Affiliate and the Petitioning Creditor and is a member of the Board of Directors that manages the Petitioning Creditor. McManus's email communications with Denny Rodriguez show that she acted on behalf of the Petitioning Creditor by pressuring Alleged Debtor to pay the Petitioning Creditor. The Alleged Debtor also points out that the various companies in the Manolo Blahnik corporate family are all presented to the public as one unit and use the same email domain and website. The Petitioning Creditor filed the Involuntary Petition because, it contends, the Alleged Debtor is not paying its debts as they come due. Petitioning Creditor asserted that two other factories which sold goods to the Alleged Debtor have not been regularly and timely paid. On March 27, 2020, Parent inadvertently received a past-due collection demand meant solely for the Alleged Debtor from Computer Generated Solutions, Inc. Parent communicated this information to the Petitioning Creditor, but the Petitioning Creditor does not have any additional information about past due amounts. The Petitioning Creditor argued that, regardless of the Alleged Debtor's other creditors, the bankruptcy court is the appropriate forum for settling the Alleged Debtor's financial affairs. Accordingly, the Petitioning Creditor believed the Alleged Debtor's assets and liabilities should be administered in a chapter 7 case before the Court. Section 303(b)(1) of the Bankruptcy Code provides, in pertinent part: An involuntary case . . . is commenced . . . . (1) by three or more entities, each of which is either a holder of a claim against such person that is not contingent as to liability or the subject of a bona fide dispute as to liability or amount." A creditor must satisfy both prongs of this test; the claim must not be subject to a bona fide dispute as to either liability or a dispute as to amount." According to Judge Glenn, the Alleged Debtor's tortious interference counterclaim relates to the Second Neiman Marcus Purchase Order; it raises material issues of disputed fact that make the Petitioning Creditor's claim for the unpaid second transaction, in the amount of EUR403,181, the subject of a bona fide dispute. The Court concluded that the Petitioning Creditor's undisputed claim in the amount of EUR546,386 for the first transaction makes the Petitioning Creditor eligible to file the Involuntary Petition. Any counterclaims or disputed issues of material fact relate only to the Second Neiman Marcus Purchase Order that arose from a separate transaction. A copy of the Court's Memorandum Opinion and Order dated August 18, 2020 is available at https://bit.ly/32lo0VH from Leagle.com. About Manolo Blahnik Manolo Blahniki USA, Ltd. was the exclusive distributor of Manolo Blahnik shoes in the United States before its license was not renewed in 2019. On May 4, 2020, Calzaturificio Re Marcello S.R.L. filed an involuntary chapter 7 petition (Bankr. S.D.N.Y. Case No. 20-11102 (MG)) against the company. The Involuntary Petition alleges that the Manolo Blahnik was generally not paying its debts as they became due. MCCLATCHY CO: Liable for Defaming SBI Agent, NC Court Affirms ------------------------------------------------------------- BETH DESMOND, v. THE NEWS AND OBSERVER PUBLISHING COMPANY, McCLATCHY NEWSPAPERS, INC., and MANDY LOCKE, No. 132PA18-2 (N.C.), alleges defamation on the part of defendants, the News and Observer Publishing Company (the N&O) and reporter Mandy Locke, arising out of a series of articles published by defendants in 2010. Following a trial, in which the jury found the defendants liable for defamation and awarded the plaintiff compensatory and punitive damages, the defendants appealed. On appeal, the Court of Appeals affirmed the trial court's order and judgment, concluding that the plaintiff presented clear and convincing evidence of actual malice and that there was no error in the jury instructions. Upon review, the Supreme Court of North Carolina affirmed in part and reversed in part. The NC Supreme Court concluded that the plaintiff presented sufficient evidence to support a finding of actual malice by clear and convincing evidence and that the trial court did not err in denying the defendants' motions for directed verdict and Judgment Notwithstanding the Verdict. Further, the trial court did not err in instructing the jury on the issue of falsity. The NC Supreme Court affirmed the decision of the Court of Appeals with respect to these issues. However, the trial court erred in failing to instruct the jury that it was required to find one of the statutory aggravating factors before awarding punitive damages. As such, the NC Supreme Court reversed the decision of the Court of Appeals on this issue and remanded to that court for further remand to the trial court for a new trial on punitive damages only. The Plaintiff's defamation claim arose out of a series of articles published by defendants in 2010 entitled "Agents' Secrets," which reported on alleged problems within the North Carolina State Bureau of Investigation (the SBI) that purportedly led to wrongful convictions. Plaintiff was at that time a Special Agent with the SBI serving as a forensic firearms examiner, which is a "discipline in forensic science" mainly concerned with "comparing cartridge cases and bullets and other ammunition components." In the final article of the four-part "Agents' Secrets" series, defendants reported on and were critical of the plaintiff's work in two related criminal cases in Pitt County. Charges in both cases originated from a confrontation that occurred on April 19, 2005 in Pitt County. Two groups of women engaged in a series of verbal altercations over the course of an afternoon that ultimately culminated with multiple gunshots and one bullet striking a 10-year-old child, Christopher Foggs, in the chest. Foggs died from the gunshot wound at the hospital later that evening. Jemaul Green, who drove his girlfriend, Vonzeil Adams, to the scene of the incident, was indicted for multiple offenses, including first-degree murder. His trial took place in 2006. In support of its case, the State presented testimony from twelve eyewitnesses to the shooting. The State also presented evidence concerning eight fired cartridge casings and six bullet fragments recovered from the scene. The casings were found "in a fairly small circle" next to a tree where Green had been standing when he fired his 9mm handgun, and the bullet fragments were found "in a very tight pattern" leading from Green's location. The State also presented testimony from the plaintiff, who had been assigned by the SBI to the case and who performed microscopic comparison analysis of the cartridge casings and bullet fragments. Green was ultimately convicted of second-degree murder, as well as multiple counts of discharging a weapon into occupied property and assault with a deadly weapon. Green appealed on grounds unrelated to the ballistics evidence, and on appeal the Court of Appeals upheld his convictions. Vonzeil Adams was also indicted for first-degree murder and other offenses in connection with the shooting; her trial took place in 2010. Before trial, Adams's defense attorney, David Sutton, filed a motion seeking to preclude the State presenting plaintiff's expert testimony at trial. The motion was affixed with an extensive affidavit from Adina Schwartz, a professor at the John Jay College of Criminal Justice, in which Schwartz challenged the scientific reliability of firearms examination, as well as the SBI's firearms examination protocols and plaintiff's documentation. The trial court denied this motion and the plaintiff again testified regarding her opinions concerning the cartridge casings and bullet fragments. Near the end of the Adams trial, Sutton, with permission of the trial court, asked another local attorney, Fred Whitehurst, to take photographs of the two bullet fragments about which the plaintiff had testified. Whitehurst, a former FBI chemist, had no training in firearms examination, but he owned a microscope with the capacity to take photographs. Whitehurst and Sutton emailed the resultant photographs (the Whitehurst Photographs) to other attorneys, including one attorney representing an as of-yet untried co-defendant of Vonzeil Adams, and other individuals interested in firearms examination, including Schwartz. The Whitehurst Photographs, including one photograph in particular (the Comparison Photograph) in which the bullets are posed back-to-back, or "base-to-base," raised questions among those circulating the photographs because they could not perceive any matching class characteristics in the two bullets. Based largely on these photographs, Sutton filed a motion for mistrial. In the motion, Sutton alleged that the photographs "clearly show that the 'lands and grooves' in Q-9 and Q-10[, the two bullet fragments,] are distinctly dissimilar." Additionally, Sutton asserted that "[t]he photographs have been sent to William Tobin, formerly of the FBI laboratory for analysis," and that Tobin had stated that "'preliminary' [sic] based upon a photograph sent by Dr. Whitehurst there is ample reason to question whether the class characteristics in Q-9 and Q-10 are the same." The trial court denied the motion for mistrial. Adams was convicted -- under an aiding-and-abetting theory -- of one count of voluntary manslaughter, three counts of discharging a firearm into occupied property, and one count of assault with a deadly weapon. On appeal, the Court of Appeals concluded there was no error in her convictions. Around this time, Locke, who was a staff writer for the N&O, became interested in the Green and Adams cases and obtained copies of the photographs from Whitehurst. After speaking with Sutton, Locke began working on a story about the plaintiff's work in the Green and Adams cases. As part of her research, Locke reviewed the court filings and evidence from the Green and Adams cases, interviewed Jemaul Green in prison, and researched the discipline of firearms examination. In an early draft for her story, Locke included a direct quote from Sutton: "[Plaintiff] just made it up. She made it up because she could, and prosecutors needed her to. It's that simple." Locke began looking for experts in firearms examination or related fields willing to comment on the Whitehurst Photographs. To that end, Locke communicated by email and phone with Bill Tobin and Adina Schwartz, as well as Liam Hendrikse, a firearms forensic scientist from Canada, and Dr. Stephen Bunch, a firearms forensic scientist and former FBI scientist from Virginia. Locke and the N&O ultimately published statements which were attributed to these four individuals as purported firearms experts and which in effect confirmed Sutton's allegation -- that is, defendants published statements asserting that firearms experts had examined the Whitehurst Photographs, determined that plaintiff's analysis was false, and questioned whether the plaintiff was extremely incompetent or had falsified her report in order to help the prosecution convict a potentially innocent man. These four individuals strongly disputed making the statements attributed to them by defendants. The Defendants planned to publish Locke's story as part of its "Agents' Secrets" series in August of 2010. John Drescher, the executive editor and senior vice president of the N&O, described the series in an email to the N&O's vice president in charge of marketing, stating: "In August, we'll publish a four-part series, 'Agents' Secrets,' showing how practices by the [SBI] have led to wrongful convictions. The series, by reporters Joseph Neff and Mandy Locke, reveals that the agency teaches its laboratory analysts and agents to line up with prosecutors' theories, sometimes with devastating results." Locke testified that she and Neff, as well as Steve Riley, the senior editor directly responsible for editing the "Agents' Secrets" series, "were constantly in communication" when preparing the series for publication. When the SBI and plaintiff first became aware of the Whitehurst Photographs in July 2010, they immediately had concerns that the photographs were misleading due to a variety of issues. Jerry Richardson, then the assistant director of the SBI Crime Laboratory, emailed Whitehurst to discuss the misleading nature of the photographs. The crux of the plaintiff's defamation claim is that in the six statements defendants falsely claimed that independent firearms experts were asserting based on the Whitehurst Photographs that the plaintiff, either through extreme incompetence or deliberate fraud, had botched her laboratory analysis in the Green case with the added consequence of securing the conviction of a potentially innocent man. After a careful review of the facts and analysis of evidence presented, the North Carolina Supreme Court concluded that the plaintiff's evidence demonstrates that the defendants were aware not only of the necessity of an independent examination of the bullets in order for any determinations to be made concerning plaintiff's analysis, but also of the fact that the bullets were indeed going to be independently examined -- but not before the planned publication date of defendants' "Agents' Secrets" series, in which the August 14 Article was set to be the final article in the four-part series. The Defendants did not wait for the results of the independent examination, which ultimately confirmed the plaintiff's analysis. Instead, shortly before publication, defendants decided to move the "Agents' Secrets" series up a week in order to be "more timely" -- that is, to piggyback on the breaking news that the Attorney General had replaced the SBI director. Following "an independent examination of the whole record," the North Caroline Supreme Court concluded that the evidence is sufficient to support a finding by clear and convincing evidence that Locke and the N&O published the six statements with serious doubts as to the truth of the statements or a high degree of awareness of probable falsity. A copy of the Court's Ruling is available at https://bit.ly/2DK2Qaf from Leagle.com. Dement Askew & Johnson, by James T. Johnson , and Chynna T. Smith , for plaintiff-appellee Beth Desmond. The Bussian Law Firm, PLLC, by John A. Bussian , McGuire Woods , by Bradley R. Kutrow , and Brooks, Pierce, Mclendon, Humphrey & Leonard, L.L.P., by Mark J. Prak , Julia C. Ambrose , and Timothy G. Nelson , for defendant-appellant The News and Observer Publishing Company, Tharrington Smith L.L.P., by Wade M. Smith, for Mandy Locke. Essex Richards, P.A., by Jonathan E. Buchan , for The Reporters Committee for Freedom of the Press, et al., amici curiae. Wyche, PA, by William M. Wilson, III , for Professor William Van Alstyne, amicus curiae. About McClatchy Co. The McClatchy Co. (OTC-MNIQQ) -- https://www.mcclatchy.com/ -- operates 30 media companies in 14 states, providing each of its communities local journalism in the public interest and advertising services in a wide array of digital and print formats. McClatchy publishes iconic local brands including the Miami Herald, The Kansas City Star, The Sacramento Bee, The Charlotte Observer, The (Raleigh) News & Observer, and the Fort Worth Star-Telegram. McClatchy is headquartered in Sacramento, Calif. On Feb. 13, 2020, The McClatchy Company and 53 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-10418) with a Plan of Reorganization that will cut $700 million of funded debt in half. McClatchy was estimated to have $500 million to $1 billion in assets and debt of at least $1 billion as of the bankruptcy filing. Judge Michael E. Wiles oversees the cases. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as general bankruptcy counsel; Togut, Segal & Segal LLP as co-bankruptcy counsel with Skadden; Groom Law Group as special counsel; FTI Consulting, Inc. as financial advisor; Evercore Inc. as investment banker; and Ernst & Young LLP as tax services provider. Kurtzman Carson Consultants LLC is the claims agent. MERIDIAN MARINA: Unsecured Creditors Will Split $299K Under Plan ---------------------------------------------------------------- Meridian Marina & Yacht Club of Palm City, LLC, submitted a Second Amended Plan of Reorganization. Class Seven (General Unsecured Creditors) is impaired. The undisputed general unsecured claims shall receive a lump sum payment pro rata distribution of $298,783 which will be paid to this class of creditors on the Effective Date from sale proceeds set aside and escrowed in the Trust Account of Debtor’s counsel. Interest will not be paid to this class. Class Eight (Equity) is impaired. On the Effective Date, and after all other allowed claims and administrative claims in this estate have been paid in full, the resulting net sale proceeds shall be distributed back to the Debtor to fund the wind-down operations and expenses. The Debtor shall decide what amount to distribute to the principal, Tim Mullen, as the sole equity-holder, after the Debtor determines the amount of funds needed to prepare the final tax return documents and pay final expenses of the Debtor. The creditors will be paid from the sale of the assets contemplated in the Debtor's Motion for Authorization to Sell Assets Free and Clear of Liens, Claims, Encumbrances and Interests. A full-text copy of the Second Amended Plan of Reorganization dated July 27, 2020, is available at https://tinyurl.com/y3cq2b7jfrom PacerMonitor.com at no charge. Attorneys for the Debtor: Craig I. Kelley, Esquire 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 About Meridian Marina Meridian Marina & Yacht Club of Palm City, LLC, based in Palm City, FL, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.19-18585) on June 27, 2019. In the petition signed by Timothy Mullen, member and manager, the Debtor disclosed $8,528,155 in assets and $5,790,533 in liabilities. The Hon. Erik P. Kimball oversees the case. Craig I. Kelley, Esq. at Kelley Fulton & Kaplan, P.L., serves as bankruptcy counsel to the Debtor. No official committee of unsecured creditors has been appointed in the Chapter 11 case. MILLER ENERGY: KPMG Asks Court to Toss Investor Suit ---------------------------------------------------- Law360 reports that accounting giant KPMG asked a Tennessee federal judge July 28, 2020, again to toss some claims in a class action suit against the company for allegedly helping now-defunct Miller Energy Resources Inc. falsify records of its oil and gas assets. In its partial motion to dismiss, KPMG argued one of the Miller Energy investors who brought claims is time-barred and lacks standing to sue. Investor Martin Ziesman's Section 11 claim that KPMG made misleading or false statements came after he bought Miller Energy Series C preferred stock and should be dismissed because it's untimely and prohibited by a three-year statute of repose. About Miller Energy Miller Energy Resources, Inc. -- http://www.millerenergyresources.com/-- is an oil and natural gas production company focused on Alaska. The Company has a substantial acreage, reserve, and resource position in the State,significant midstream and rig infrastructure to support production, and 100% working interest in and operatorship of most of its assets. Miller Energy Resources and 10 of its affiliates filed Chapter 11 bankruptcy petitions (Bank. D. Alaska Lead Case No. 15-00236) on Oct. 1, 2015. Carl F. Giesler, Jr., the CEO, signed the petitions. Judge Gary Spraker is assigned to the cases. The Debtors have engaged Andrews Kurth LLP as counsel, David H. Bundy P.C., as local counsel, Seaport Global Securities as financial advisor, and Prime Clerk as claims and noticing agent. On Aug. 6, 2015, Cook Inlet, a wholly-owned by MER, became the subject of an involuntary Chapter 11 case filed by four creditors asserting to have an aggregate claim of $2.8 million. The petitioning creditors were Baker Hughes Oilfield, M-I LLC, Schlumberger Tech. Corp, and Baker Petrolite, LLC. Judge Spraker granted an order for relief under Chapter 11 of the Bankruptcy Code on Oct. 2, 2015. Cook Inlet disclosed $180 million in assets and $212 million in liabilities in its schedules. On Oct. 16, 2015, the U.S. Trustee formed an official committee of unsecured creditors. The Committee tapped Snow Spence Green LLP as counsel and Erik LeRoy, P.C, as local counsel. The members of the Committee are: (i) Cruz Construction Inc., (ii) Baker Hughes Oilfield Operations, Inc., (iii) Cudd Pressure Control, Inc., (iv) Exxon Mobil Corporation, (v) Inlet Drilling Alaska, Inc., (vi) National Oilwell Varco LP, and (vii) Schlumberger Technology Corporation. MOTORS LIQUIDATION: Andrews Plaintiffs Can't File Late Claims ------------------------------------------------------------- Bankruptcy Judge Martin Glenn issued an order denying the 20 Andrews Plaintiffs' Motion for Authority to File Late Proofs of Claim for Personal Injuries and Wrongful Deaths in connection with General Motors Corporation ("Old GM") vehicles. On July 28, 2017, five Andrews Plaintiffs first moved for authority to file late proofs of claim. Considerable time has passed since those accidents took place. The Andrews Plaintiffs filed their motion nearly twenty years after the first Andrews Plaintiff's airbag failed to deploy in a multi-car accident; over seven years after the bar date for creditors to file proofs of claim; over three years since General Motors LLC ("New GM") issued recalls relating to the ignition-switch defects; and over one year after the Second Circuit ruled that plaintiffs whose vehicles were subject to the ignition-switch recall were denied due process as a result of Old GM's failure to provide actual notice of the Sale. After the first five Andrews Plaintiffs moved for leave to file late proofs of claim, thirteen additional Andrews Plaintiffs moved for authority to file late proofs of claim between August and December 2017. Two Andrews Plaintiffs seeking authority to file late proofs of claim in the pending motion never even filed a proposed proof of claim in this case. On June 1, 2009, Debtors General Motors Corporation ("Old GM") and affiliated entities filed chapter 11 bankruptcy petitions in this Court. That same day, Old GM filed a motion to sell substantially all of its assets (the "Sale") to General Motors LLC. Pursuant to a sale procedures order issued by Judge Gerber on June 2, 2009, Old GM was required to send direct mail notice of the proposed sale to interested parties, including "all parties who are known to have asserted any lien, claim, encumbrance, or interest in or on [the to-be-sold] assets." Old GM was also required to publish notice of the Sale in several major newspapers. On July 5, 2009, the Court issued an order approving the Sale. The Sale closed on July 10, 2009. On Sept. 2, 2009, the Court entered an order establishing Nov. 30, 2009 as the deadline for filing proofs of claim against Old GM. The Bar Date Order also required Old GM to publish notice of the Bar Date in several global, national, and local newspapers. Two years after the Bar Date, over 200 late claims were filed. In an effort to reduce the administrative burden associated with responding to hundreds of late-filed claims, the GUC Trust filed a motion seeking an order disallowing late-filed claims. The Court granted the Late Filed Claims Motion and entered an order disallowing late-filed claims, but also provided: "Nothing in this Order shall prevent any claimant submitting a Late Claim from filing a motion with the Court seeking to have its Late Claim deemed timely filed." In February and March 2014, New GM disclosed the existence of defective ignition switches and conducted a recall, NHTSA Recall No. 14v047, impacting approximately 2.1 million vehicles. An extensive investigation determined that Old GM knew of the Ignition Switch Defect as early as 2005. After the Ignition Switch Recall, New GM conducted other recalls, specifically National Highway Transportation Safety Administration ("NHTSA") Recall Numbers 14v355, 14v394, 14v400, 14v346, 14v118, affecting approximately 10 million other vehicles. Thereafter, owners and lessees of vehicles manufactured by Old GM and New GM filed a large number of individual and class action lawsuits against New GM asserting personal injury, wrongful death and economic loss claims allegedly arising from these defects. Id. New GM sought to enjoin related litigations by filing motions to enforce the Sale Order in the Bankruptcy Court, arguing that both the Sale Order's free and clear provisions and the injunctions against successor liability proscribed such claims. After New GM filed its Motions to Enforce, Judge Gerber issued an order on May 16, 2014, identifying initial threshold issues to be addressed in New GM's Motions to Enforce with respect to 54 plaintiffs involved in Ignition-Switch actions against New GM. Judge Gerber tolled the 54 plaintiffs' time to file their late claims motions until final resolution of the threshold issues, including appeals. On April 15, 2015, Judge Gerber issued the April 2015 Opinion interpreting the Sale Order's "free and clear" provision. Judge Gerber held that while claimants whose vehicles possessed the Ignition-Switch Defect had been denied due process because they did not receive actual notice of the Sale Order, they were not prejudiced by the denial of due process and were therefore bound by the "free and clear" provisions of the Sale Order. The Court issued the judgment enforcing that decision on June 1, 2015 and certified the June Judgment and April 2015 Opinion for direct appeal to the Second Circuit. The Andrews Myers Motions argued that the Andrews Plaintiffs do not need to satisfy the Pioneer factors set forth in Pioneer Inv. Services Co. v. Brunswick Assocs. Ltd. P'ship, 507 U.S. 380, 395 (1993) to obtain authority to file late proofs of claim. The Pioneer Court established four factors to assist bankruptcy courts in evaluating excusable neglect: (1) the danger of prejudice to the debtor; (2) the length of the delay and its potential impact on judicial proceedings; (3) the reason for the delay, including whether it was within the reasonable control of the movant; and (4) whether the movant acted in good faith. The Plaintiffs argued that the April 2015 Opinion establishes that Ignition Switch Plaintiffs are known creditors who did not receive constitutionally adequate notice of the Bar Date and that the remedy for this due process violation is leave to file late claims. Even if the Pioneer factors are applicable, the Andrews Plaintiffs argued that the Court's analysis of the Pioneer factors must take into account the GUC Trust's agreement not to assert a timeliness objection against certain plaintiffs for any delay in asserting claims in the time period prescribed by the Tolling Order. While the Andrews Plaintiffs were not yet involved in this case when the Tolling Order was entered, they argue that the Tolling Order also applies to them as similarly situated plaintiffs. In addition, the Andrews Plaintiffs argue that the April 2015 Opinion's equitable mootness ruling effectively postponed any late claims motions until that ruling was set aside. It was not until the Second Circuit vacated the equitable mootness ruling in July 2016 that the Andrews Plaintiffs had a basis to argue that they should be permitted to file their proofs of claim. The Court expended considerable time evaluating each Andrews Plaintiff's proof of claim to assess whether the facts and circumstances warrant granting leave to file late claims. While the Andrews Plaintiffs state in a conclusory fashion that they are all "Ignition-Switch Plaintiffs," the Court's independent analysis found that only four Andrews Plaintiffs owned vehicles that were subject to the ignition-switch recall. Three of the Andrews Plaintiffs were in accidents involving vehicles with a non-ignition switch defect. Three of the Andrews Plaintiffs did not own vehicles subject to any applicable ignition-switch or non-ignition switch recall. For the remaining 10 Andrews Plaintiffs, there is insufficient information to determine whether their vehicles had defects that were the subject of the 2014 recalls, or the basis for their claims against Old GM that would warrant consideration so many years later. Against this backdrop, the Court found that the Andrews Plaintiffs have not met their burden under the Pioneer test for excusable neglect and cannot establish their entitlement to file late proofs of claim. The bankruptcy case is in re: MOTORS LIQUIDATION COMPANY, f/k/a GENERAL MOTORS CORPORATION, et al., Chapter 11, Debtors, Case No. 09-50026 (MG) (Jointly Administered) (Bankr. S.D.N.Y.). A copy of the Court's Order and Memorandum Opinion dated August 11, 2020 is available https://bit.ly/32Xyhq6 from Leagle.com. About General Motors With its global headquarters in Detroit, Michigan, General Motors -- http://www.gm.com/-- is one of the world's largest automakers, traces its roots back to 1908. General Motors Co. was formed to acquire the operations of General Motors Corp. through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The U.S. government provided financing. The deal was closed July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM -- General Motors Corporation -- filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. The Debtors tapped Weil, Gotshal & Manges LLP, Jenner & Block LLP, and Honigman Miller Schwartz and Cohn LLP as counsel; and Morgan Stanley, Evercore Partners and the Blackstone Group LLP as financial advisor. Garden City Group served as claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31, 2011. On Dec. 15, 2011, Motors Liquidation was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. MOUNTAIN PROVINCE: Stockholders Elect Seven Directors ----------------------------------------------------- Mountain Province Diamonds Inc. reports that the nominees listed in the management proxy circular for the 2020 Annual General & Special Meeting of Shareholders were elected as directors of the Company, namely: * Jonathan Comerford * Stuart Brown * Brett Desmond * Karen Goracke * Tom Peregoodoff * Dean Chambers * Ken Robertson At the Annual Meeting, KPMG LLP was re-appointed as auditor of the Company at remuneration to be fixed by the directors. The Company's Long Term Equity Incentive Plan together with all unallocated options, rights and other entitlements thereunder were re-approved by a majority of shareholders. About Mountain Province Diamonds Inc. Mountain Province Diamonds -- http://www.mountainprovince.com/-- is a 49% participant with De Beers Group in the Gahcho Kue diamond mine located in Canada's Northwest Territories. The Gahcho Kue Joint Venture property consists of several kimberlites that are actively being mined, developed, and explored for future development. The Company also controls 106,202 hectares of highly prospective mineral claims and leases that surround the Gahcho Kue Joint Venture property that include an indicated mineral resource for the Kelvin kimberlite and inferred mineral resources for the Faraday kimberlites. Mountain Province reported a net loss of C$128.76 million for the year ended Dec. 31, 2019, compared to a net loss of C$18.93 million for the year ended Dec. 31, 2018. * * * As reported by the TCR on July 21, 2020, Moody's Investors Service downgraded Mountain Province Diamonds Inc.'s Corporate Family rating to Caa3 from Caa1. The downgrade of MPD's rating reflects Moody's view that the company will be challenged to repay its revolving credit facility as per its revolving credit facility waiver agreement [1] given the current difficult rough diamond market as the coronavirus pandemic has further weakened prices and sales volumes, as well as the increased risk that the company enters into a debt restructuring transaction. In May 2020, S&P Global Ratings lowered its issuer credit rating on Toronto-based Mountain Province Diamonds Inc. (MPV) and its issue-level rating on the company's second-lien secured notes to 'CCC-' from 'CCC+'. "We believe MPV faces a high risk of exhausting its liquidity within the next several months, and increased likelihood for engaging in a debt restructuring transaction we view as a distressed," S&P said. As reported by the TCR on Aug. 28, 2020, Fitch Ratings downgraded Mountain Province Diamonds Inc.'s (MPVD) Issuer Default Rating to 'CCC' from 'B-'. The downgrade reflects materially lower diamond prices and the currently challenged diamond market due to coronavirus pandemic implications. NAVICURE INC: S&P Affirms B- ICR; Ratings Off CreditWatch Negative ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B-' issuer credit rating and issue level ratings on the first- and second-lien debt, including the incremental add-ons, of Navicure Inc., a U.S. software as a service (SaaS)-based medical claims management and patient payment solutions provider. S&P removed the ratings from CreditWatch, where they were placed Aug. 12, 2020, with negative implications following the announcement of Navicure's pending $1.35 billion acquisition of eSolutions Inc., which Navicure proposes to fund by adding $620 million of incremental debt to its first-lien term loan and $190 million of incremental debt to its second-lien term loan. The outlook is stable. The increase in leverage from the acquisition of eSolutions is balanced by the benefit to the business. The rating affirmation and stable outlook reflect S&P's view that expected leverage of about 10x in 2021, compared with S&P's prior forecast of 9x, is offset by the benefits of the acquisition. The addition of eSolutions will expand the company's capabilities into a new market, Medicare revenue cycle management (RCM); further diversify its customer base; and add a high-margin, highly predictable offering to Navicure's portfolio. Moreover, it will enhance the company's position in the commercial insurer market by expanding its technical capability and the breadth of providers it will serve. S&P expects further deleveraging to be limited because it believes Navicure will focus on growth, which will likely include acquisition activity and reinvesting in the business rather than reducing debt. S&P expects revenue to increase annually at about 8%-10%, benefiting from industry tailwinds and the value Navicure provides customers, despite challenges from larger competitors. The significant revenue increase in 2020 and 2021 is because of acquisitions. Moreover, S&P expects such organic growth with relative revenue stability and predictability in its subscription-based SaaS model. S&P believes organic growth is supported by good bookings, aided by strengthening cross-selling opportunities. Customer concentration is low, with the top 10 contributing less than 10% of annual revenue. S&P does not expect much turnover in the customer base due to high switching costs related to significant near-term disruptions from such transitions. Navicure's value to its customer base of health care systems and other providers as an outsourced RCM solution helps improve revenue yields, generate efficiencies, and lower costs. Although recent acquisitions provide more scale and diversity, Navicure is still relatively narrowly focused. This pending transaction, in addition to other recent acquisitions, increases Navicure's revenue base by about 70% from 2019 to 2021, as S&P expects revenue of about $584 million in 2021. This is up from S&P's prior 2021 expectation of $440 million due to the pending eSolutions acquisition. The larger size, and additional business diversity eSolutions will provide improves S&P's previous characterization of the company as relatively small. Nevertheless, S&P still views the business as relatively narrow. It also considers the overall marketplace, which includes larger competitors that benefit from economies of scale and faster brand recognition. Furthermore, although there is a trend to outsource RCM solutions to independent providers such as Navicure, a significant number of health care providers and systems have developed their in-house RCM solutions and do not want to share their business dynamics with these companies. EBITDA margin and cash flow will improve from acquisition synergies and business growth. S&P expects EBITDA margin to improve to the low- to mid-30% range in 2020, aided by the full-year impact of earlier acquisitions and synergies, including ZirMed Inc. and Connance Inc. Navicure also gains some synergies from small tuck-in acquisitions. In 2021, S&P expects margins to increase from synergies and higher margins generated from eSolutions. The increasing margin also benefits from the roll-off of integration costs and lower research and development expenses from the transition of all acquired platforms to a single platform. S&P expects Navicure to maintain adequate liquidity sources, sufficient to cover its interest payments and annual amortization of about $15 million. The rating agency estimates free cash flow of $55 million-$65 million in 2021 due to growth in EBITDA, more interest expense, minimal working capital, and capital expenditure (capex) requirements. The stable outlook reflects S&P's expectations that, despite EBITDA growth and steady cash flow generation, the company's higher leverage due to the transaction will keep it comparable to similarly rated peers. Moreover, the rating reflects the aggressive financial policies and objectives of the financial sponsor. "We could lower the ratings if Navicure's growth is far less than we expect. We believe the most likely factors that could hurt its bookings or ability to raise prices are focused around competitive forces. We would need to see a sustainable erosion of EBITDA margin of at least 300 basis points, which we believe could result in leverage above 11.5x and nearly zero free cash flow. Another path to a lower rating is if the company pursues large debt-financed acquisitions or dividend recapitalization meaningfully raising interest payments and eroding cash flow generation to negligible," S&P said. "We could raise the rating if Navicure increases bookings and prices higher than what we include in our base case, and that we believe it is committed to maintaining adjusted leverage below 8x and sustainably generate free cash flow to debt above 3%," the rating agency said. NEIMAN MARCUS: Court Approves $10M Bankruptcy Bonus to Execs ------------------------------------------------------------ Steven Church, writing for Bloomberg News, reports that Neiman's Chief Executive Officer Geoffroy van Raemdonck may get up to $6 million of a nearly $10 million bonus pool for Neiman Marcus;s top eight executives under a key-employee incentive program approved July 30, 2020. U.S. Bankruptcy Judge David R. Jones in Houston approved the program during a court hearing held by telephone. "Talent has a price," Judge Jones said. "You get what you pay for." Under the program, the money is tied to financial and restructuring goals. Should they hit the minimum threshold, the executives would share about $2.5m. The maximum they would earn is nearly $10m About Neiman Marcus Group Neiman Marcus Group LTD, LLC -- https://www.neimanmarcus.com/ -- is a luxury omni-channel retailer conducting store and online operations principally under the Neiman Marcus, Bergdorf Goodman, and Last Call brand names. It also operates the Horchow e-commerce website offering luxury home furnishings and accessories. Since opening in 1907 with just one store in Dallas, Neiman Marcus and its affiliates have strategically grown to 67 stores across the United States. Weeks after being forced to temporarily shutter stores due to the coronavirus pandemic, Neiman Marcus Group and 23 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-32519) on May 7, 2020, after reaching an agreement with a significant majority of our creditors to undergo a financial restructuring that will substantially reduce the Company's debt load, and provide access to considerable financing to ensure business continuity. Kirkland & Ellis LLP is serving as legal counsel to the Company, Lazard Ltd. is serving as the Company's investment banker, and Berkeley Research Group is serving as the Company's financial advisor. Stretto is the claims agent, maintaining the page https://cases.stretto.com/NMG Judge David R. Jones oversees the cases. The Extended Term Loan Lenders are represented by Wachtell, Lipton, Rosen & Katz as legal counsel, and Ducera Partners LLC as investment banker. The Noteholders are represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel and Houlihan Lokey as investment banker. NEIMAN MARCUS: Marble Ridge Founder Arrested for Fraud Over Bid --------------------------------------------------------------- Audrey Strauss, the Acting United States Attorney for the Southern District of New York, and William F. Sweeney Jr., the Assistant Director-in-Charge of the New York Field Office of the Federal Bureau of Investigation announced Sept. 3, 2020, that DANIEL KAMENSKY, the founder and manager of New York-based hedge fund Marble Ridge Capital, was charged in a Complaint in Manhattan federal court with securities fraud, wire fraud, extortion, and obstruction of justice. KAMENSKY's alleged criminal acts occurred in connection with his scheme to pressure a rival bidder to abandon its higher bid for assets in connection with Neiman Marcus' bankruptcy proceedings so that Marble Ridge could obtain those assets for a lower price. KAMENSKY then attempted to persuade the rival bidder to cover up the scheme. KAMENSKY was arrested Sept. 3 and was set to bepresented before Magistrate Judge James L. Cott this afternoon. Acting Manhattan U.S. Attorney Audrey Strauss said: "As alleged, Daniel Kamensky disregarded his fiduciary responsibility to unsecured creditors of Neiman Marcus – and broke the law – when he attempted to coerce a competitor to withdraw a higher bid for assets of the bankruptcy estate. As further alleged, acknowledging the illegality of his actions, Kamensky then attempted to obstruct an investigation by trying to persuade the competitor to change his account of the coercion, telling the competitor that otherwise 'this is going to the U.S. Attorney's Office.' As today's charges show, Kamensky was right about that." FBI Assistant Director-in-Charge William F. Sweeney said: “As alleged, Kamensky intentionally violated his fiduciary duty as a member of the Official Committee of Unsecured Creditors in the Neiman Marcus bankruptcy by preventing the sale of securities to an investment bank so he could acquire the same securities at a significantly lower price for his own fund. In a conversation with an employee of the investment bank, Kamensky went as far as to say, ‘Maybe I should go to jail.’ Today, we’ve removed the ‘maybe,’ and forced him to answer for his conduct.” As alleged in the Complaint unsealed today in Manhattan federal court:[1] DANIEL KAMENSKY was the principal of Marble Ridge, a hedge fund with assets under management of more than $1 billion that invested in securities in distressed situations, including bankruptcies. Prior to opening Marble Ridge, KAMENSKY worked for many years as a bankruptcy attorney at a well-known international law firm, and as a distressed debt investor at prominent financial institutions. The Neiman Marcus Bankruptcy Neiman Marcus, an American chain of luxury department stores with stores located across the United States, filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) in May 2020. At the outset of the bankruptcy, Marble Ridge, through KAMENSKY, applied to be on the Official Committee of Unsecured Creditors (the “Committee”) and was thereafter appointed to be a member of the Committee. As a member of the Committee, KAMENSKY had a fiduciary duty to represent the interests of all unsecured creditors as a group. During the bankruptcy process, the Committee had negotiated with the owners of Neiman Marcus to obtain certain securities, known as MyTheresa Series B Shares (the “MYT Securities”), and ultimately, the Committee was successful in coming to a settlement to obtain 140 million shares of MYT Securities for the benefit of certain unsecured creditors of the bankruptcy estate. In July 2020, KAMENSKY was negotiating with the Committee for Marble Ridge to offer 20 cents per share to purchase MYT Securities from any unsecured creditor who preferred to receive cash, rather than MYT Securities, as part of that settlement. KAMENSKY's Fraudulent Scheme On July 31, 2020, KAMENSKY learned that a diversified financial services company headquartered in New York, New York (the "Investment Bank") had informed the Committee that it was interested in bidding a price between 30 and 40 cents per share -- substantially higher than KAMENSKY's bid -- to purchase the MYT Securities from any unsecured creditor who was interested in receiving cash. That afternoon, KAMENSKY sent messages to a senior trader at the Investment Bank ("IB Employee-1") telling him not to place a bid, and followed those messages up with a phone call with IB Employee-1 and a senior analyst of the Investment Bank ("IB Employee-2," and collectively the "Employees"). During that call, KAMENSKY asserted that Marble Ridge should have the exclusive right to purchase MYT Securities, and threatened to use his official role as co-chair of the Committee to prevent the Investment Bank from acquiring the MYT Securities. KAMENSKY also stated that Marble Ridge had been a client of the Investment Bank in the past but that if the Investment Bank moved forward with its bid, then Marble Ridge would cease doing business with the Investment Bank. The Investment Bank thereafter decided to not make a bid to purchase MYT Securities, and informed the legal adviser to the Committee of its decision. The Investment Bank further told the legal adviser they made that decision because KAMENSKY -- a client of the Investment Bank -- had asked them not to. Advisers to the Committee informed counsel for Marble Ridge of their call with the Employees, and after speaking with KAMENSKY, counsel for Marble Ridge falsely informed the advisers that KAMENSKY had not asked the Employees not to bid, but instead had told them to place a bid only if they were serious. Later that evening, KAMENSKY contacted IB Employee-1 and attempted to influence what IB Employee-1 would tell others, including the Committee and law enforcement, about KAMENSKY’s attempt to block the Investment Bank’s bid for the MYT Securities. KAMENSKY said at the outset of the call, in substance, “this conversation never happened.” During the call, KAMENSKY asked IB Employee-1 to falsely say that IB Employee-1 had been mistaken and that KAMENSKY had actually suggested that the Investment Bank bid only if it were serious, and made comments including the following: "Do you understand…I can go to jail?" "I pray you tell them that it was a huge misunderstanding, okay, and I’m going to invite you to bid and be part of the process." "But I'm telling you…this is going to the U.S. Attorney's Office. This is going to go to the court." "[I]f you're going to continue to tell them what you just told me, I'm going to jail, okay? Because they're going to say that I abused my position as a fiduciary, which I probably did, right? Maybe I should go to jail. But I'm asking you not to put me in jail." During a subsequent interview with the Office of the United States Trustee, which was conducted under oath and in the presence of counsel, KAMENSKY stated that his calls to IB Employee-1 were a "terrible mistake" and "profound errors in lapses of judgment." After this series of events, Marble Ridge resigned from the Committee and has advised its investors that it intended to begin winding down operations and returning investor capital. * * * KAMENSKY, 47, of Roslyn, New York, is charged with one count of fraud in the offer or sale of securities, which carries a maximum sentence of five years in prison, one count of wire fraud, which carries a maximum sentence of 20 years in prison, one count of extortion and bribery in connection with a bankruptcy, which carries a maximum sentence of five years in prison, and one count of obstruction of justice, which carries a maximum sentence of 20 years in prison. The maximum potential sentences in this case are prescribed by Congress and are provided here for informational purposes only, as any sentencing of the defendant will be determined by the judge. Ms. Strauss praised the work of the FBI. Ms. Strauss further thanked the Office of United States Trustee and the Securities and Exchange Commission for their cooperation and assistance in this investigation. She added that the FBI’s investigation is ongoing. This case is being handled by the Office’s Securities and Commodities Fraud Task Force. Assistant U.S. Attorneys Richard Cooper and Daniel Tracer are in charge of the prosecution. The allegations contained in the Complaint are merely accusations, and the defendant is presumed innocent unless and until proven guilty. About Neiman Marcus Group Neiman Marcus Group LTD, LLC -- https://www.neimanmarcus.com/ -- is a luxury omni-channel retailer conducting store and online operations principally under the Neiman Marcus, Bergdorf Goodman, and Last Call brand names. It also operates the Horchow e-commerce website offering luxury home furnishings and accessories. Since opening in 1907 with just one store in Dallas, Neiman Marcus and its affiliates have strategically grown to 67 stores across the United States. Weeks after being forced to temporarily shutter stores due to the coronavirus pandemic, Neiman Marcus Group and 23 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-32519) on May 7, 2020, after reaching an agreement with a significant majority of our creditors to undergo a financial restructuring that will substantially reduce the Company's debt load, and provide access to considerable financing to ensure business continuity. Kirkland & Ellis LLP is serving as legal counsel to the Company, Lazard Ltd. is serving as the Company's investment banker, and Berkeley Research Group is serving as the Company's financial advisor. Stretto is the claims agent, maintaining the page https://cases.stretto.com/NMG Judge David R. Jones oversees the cases. The Extended Term Loan Lenders are represented by Wachtell, Lipton, Rosen & Katz as legal counsel, and Ducera Partners LLC as investment banker. The Noteholders are represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel and Houlihan Lokey as investment banker. NEW RESIDENTIAL: Moody's Rates New $550MM Unsec. Notes 'B3' ----------------------------------------------------------- Moody's Investors Service affirmed the B1 long-term corporate family rating for New Residential Investment Corp. (New Residential) and assigned a B3 rating to the new $550 million senior unsecured notes maturing 2025. The company intends to use net proceeds from the offering, together with cash on hand, to prepay the $549 million outstanding balance on its senior secured term loan facility due in May 2023. Assignments: Issuer: New Residential Investment Corp. Senior Unsecured Regular Bond/Debenture, Assigned B3 Affirmations: Issuer: New Residential Investment Corp. Corporate Family Rating, Affirmed B1 Withdrawal: Issuer: New Residential Investment Corp. Issuer Rating, Withdrawn from B3 Outlook Actions: Issuer: New Residential Investment Corp. Outlook, Changed to Stable from Negative RATINGS RATIONALE The affirmation of New Residential's B1 corporate family rating reflects the company's unchanged standalone assessment, which considers its ability to manage its near-term liquidity needs to-date owing to higher liquidity, and attain higher capital level in the face of the coronavirus pandemic unprecedented disruption. New Residential's standalone assessment also benefits from strengthened, higher capital levels. Despite a significant decline in book equity in the first quarter of this year, New Residential's capital level, as measured by tangible common equity (TCE) to tangible managed assets (TMA) rose to 22.1% as of 30 June 2020 from 14.9% at year-end 2019. The improved capitalization was achieved through a larger decline in assets (due to asset sales) than equity in the first half of 2020, resulting in higher capital metrics, evidencing the company's greater ability to absorb unexpected losses, given its reduced size. Elevated origination volumes, strong gain-on-sale margins and reduced reliance on mark-to-market financing should support solid profitability and less volatility in book equity for New Residential over the next 12-18 months, from what it experienced in the first quarter of 2020. The change in outlook to stable from negative reflects Moody's expectation that New Residential will be able to maintain solid profitability in its origination segment and strong capital levels without a material weakening of its liquidity profile, over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company continues to reduce its reliance on short-term secured funding while improving its profitability and maintaining strong capital, as it transitions to a smaller entity focused on mortgage origination and servicing, as well as investing in mortgage assets; for example, net income to average managed assets and TCE/TMA consistently remain above 2.5% and 17.5%, respectively. The ratings could be downgraded if the company's liquidity position deteriorates beyond an adequate buffer to its debt covenants, its franchise deteriorates demonstrated by materially weakened profitability, or its capitalization as measured by tangible common equity to tangible managed assets deteriorates below 15%. The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. NOBLE CORPORATION: Hires AlixPartners LLP as Financial Advisor -------------------------------------------------------------- Noble Corporation plc and its debtor-affiliates seek authority from the United States Bankruptcy Court for the Southern District of Texas to hire AlixPartners, LLP as their financial advisor. Noble Corp requires AlixPartners to: -- assist the Debtors in developing entity-level and intercompany cash forecasts in support of restructuring discussions; -- evaluate tools in place, or enhance tools in place, to better predict and control short term cash flows; -- stress test assumptions and support driving a cash culture; -- support plans in place by stress testing projections and assumptions including model design and development if necessary; -- assist the Debtors and their other advisors supporting diligence requests from advisors to the Debtors' creditors, constituents, and other key stakeholders; -- assist the Debtors and their other advisors evaluating and preparing for different restructuring scenarios; -- assist the Debtors with development of contingency plans and financial alternatives; -- assist the Debtors with their communications and/or negotiations with outside parties including the Debtors' vendors, stakeholders, banks and potential acquirers of the Debtors' assets; -- assist the Debtors in the design and implementation of a restructuring strategy designed to maximize enterprise value, taking into account the unique interests of all constituencies; -- assist in the preparation for filing of a Chapter 11 Bankruptcy Petition, coordinating and providing administrative support for the proceeding and developing the Debtors' Plan of Reorganization or other appropriate case resolution, if necessary pursuant to Title 11 of the United States Code, Section 101, et seq. or any other relevant Titles; -- meet with the unsecured creditors committee and other statutory or unofficial committees, if any, in connection with any Bankruptcy Case, as necessary to provide general process updates and to provide such information as may be requested by the Debtors; -- in connection with the bankruptcy filing, assist in the preparations of (i) a Disclosure Statement and Plan of Reorganization, (ii) a liquidation analysis, (iii) statements of financial affairs and schedules of assets and liabilities, (iv) a potential preferences analysis, (v) a claims analyses, and (vi) monthly operating reports and other regular reporting required by the Bankruptcy Court; -- to the extent necessary, provide assistance with the implementation of Bankruptcy Court orders; -- assist the Debtors with such other matters as may be requested that fall within AlixPartners' expertise and that are mutually agreeable as are consistent with and reasonably related to the services outlined above. The firm's standard hourly rates for 2020 are as follows: Managing Director $1,000 - $1,195 Director $800 - $950 Senior Vice President $645 - $735 Vice President $470 - $630 Consultant $175 - $465 Paraprofessional $295 - $315 The firm received a retainer in the amount of f $350,000 from Debtors. John R. Castellano, managing director at AlixPartners, disclosed in a court filing 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: John R. Castellano AlixPartners LLP 300 N. LaSalle Street, Suite 1900 Chicago, IL 60654 Tel: 312-346-2500 Fax: 312-346-2585 Email: jcastellano@alixpartners.com About Noble Corporation Noble-- www.noblecorp.com -- is an offshore drilling contractor for the oil and gas industry. Noble Corporation plc and its affiliates filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-33826) on July 31, 2020. The petitions were signed by Richard B. Barker, chief financial officer. At the time of filing, the Debtor estimated $7,261,099,000 in assets and $4,664,567,000 in liabilities. The case is assigned to Judge Marvin Isgur. George N. Panagakis, Esq. and Anthony R. Joseph, Esq. at SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP represent the Debtors as counsel. NOBLE CORPORATION: Seeks to Hire Porter Hedges as Co-Counsel ------------------------------------------------------------ Noble Corporation plc and its debtor-affiliates seek authority from the United States Bankruptcy Court for the Southern District of Texas to hire Porter Hedges LLP (PH) as their co-counsel. The Debtors require Porter to: a. provide legal advice with respect to the Debtors' rights and duties as debtors in possession and continued business operations; b. assist, advise and represent the Debtors in analyzing the Debtors' capital structure, investigating the extent and validity of liens, cash collateral stipulations or contested matters; c. assist, advise and represent the Debtors in any cash collateral and/or postpetition financing transactions; d. assist, advise and represent the Debtors in the formulation of a joint disclosure statement and plan of reorganization and to assist the Debtors in obtaining confirmation and consummation of a joint plan of reorganization; e. assist, advise and represent the Debtors in any manner relevant to preserving and protecting the Debtors' estates; f. investigate and prosecute preference, fraudulent transfer and other actions arising under the Debtors’ bankruptcy avoiding powers; g. prepare on behalf of the Debtors all necessary applications, motions, answers, orders, reports, and other legal papers; h. appear in Court and to protect the Debtors' interests before the Court; i. assist the Debtors in administrative matters; j. perform all other legal services for the Debtors which may be necessary and proper in these proceedings; k. assist, advise and represent the Debtors in any litigation matter; l. continue to assist and advise the Debtors in general corporate and other matters previously described in this Application; and m. provide other legal advice and services, as requested by the Debtors, from time to time. The firm's current standard hourly rates are: Partners $525 to $925 Counsel $375 to $825 Associates $420 to $590 Paraprofessionals $235 to $355 On July 28, 2020, the firm received a retainer in the amount of $350,000 for its prepetition and postpetition services rendered and expenses. John F. Higgins, a partner in the law firm of Porter Hedges LLP, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: John F. Higgins, Esq. PORTER HEDGES LLP 1000 Main Street, 36th Floor Houston, TX 77002 Telephone: (713) 226-6000 Facsimile: (713) 226-6248 E-mail: jhiggins@porterhedges.com About Noble Corporation Noble-- www.noblecorp.com -- is an offshore drilling contractor for the oil and gas industry. Noble Corporation plc and its affiliates filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-33826) on July 31, 2020. The petitions were signed by Richard B. Barker, chief financial officer. At the time of filing, the Debtor estimated $7,261,099,000 in assets and $4,664,567,000 in liabilities. The case is assigned to Judge Marvin Isgur. George N. Panagakis, Esq. and Anthony R. Joseph, Esq. at SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP represent the Debtors as counsel. NPC INTERNATIONAL: Committee Hires Kelley Drye as Lead Counsel -------------------------------------------------------------- The official committee of unsecured creditors of NPC International, Inc. and its affiliates seeks authority from the US Bankruptcy Court for the Southern District of Texas to retain Kelley Drye & Warren LLP as its lead counsel. The Committee requires the Kelley Drye to: (a) advise the Committee with respect to its rights, duties and powers in these cases; (b) assist and advise the Committee in its consultations with the Debtors in connection with the administration of these cases; (c) assist the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors; (d) assist the Committee in connection with the restructuring support agreement and the proposed plan and sale process; (e) advise and represent the Committee in connection with the Debtors' relationships with their franchisors and suppliers; (f) assist the Committee in analyzing the claims of the Debtors' creditors, including the Debtors' purported prepetition secured creditors; (g) advise and represent the Committee in connection with matters generally arising in these cases, including the Debtors' cash collateral motion; (h) appear before this Court and, as applicable, any other federal, state or appellate court on behalf of the Committee; (i) prepare, on behalf of the Committee, any pleadings, including without limitation, motions, memoranda, complaints, objections, and responses to any of the foregoing; and (j) perform such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules, or other applicable law. Kelley Drye's standard hourly rates are: Partners $705 - $1,245 Special Counsel $585 - $840 Associates $435 - $805 Paraprofessionals $200 - $365 Jason Adams, Esq., a partner at Kelley Drye, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Mr. Adams also made the following disclosures in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Answer: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Answer: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: Kelley Drye did not represent the Committee in the 12 months prepetition. Kelley Drye has represented committees in the 12 months prepetition in other bankruptcy cases. Question: Has your client approved your prospective budget and staffing plan and, if so, for what budget period. Answer: Yes, for the period of July 15, 2020 through Sep. 30, 2020. The firm can be reached through: Jason R. Adams, Esq. Kelley Drye & Warren LLP 101 Park Avenue New York, NY 10178 Telephone: (212) 808-7800 Facsimile: (212) 808-7897 Email: jadams@kelleydrye.com About NPC International NPC International, Inc. -- https://www.npcinternational.com/ -- is a franchisee company with over 1,600 franchised restaurants across two iconic brands -- Wendy's and Pizza Hut -- spanning 30 states and the District of Columbia. NPC International and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-33353) on July 1, 2020. At the time of the filing, the Debtors disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the cases. The Debtors tapped Weil, Gotshal & Manges, LLP, as bankruptcy counsel; Alixpartners, LLP as financial advisor; Greenhill & Co., LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims, noticing and solicitation agent and administrative advisor. NUSTAR ENERGY: S&P Rates Senior Unsecured Debt Issuance 'BB-' ------------------------------------------------------------- S&P Global Ratings assigned a 'BB-' rating and a '3' recovery rating to NuStar Energy L.P.'s new senior unsecured debt that will fund upcoming maturities and the company's $750 million term loan (unrated) (currently $500 million outstanding). S&P assigned the 'BB-' rating to the new debt in line with the rating on the existing senior unsecured debt. The issuer of the debt is Nustar Logistics, L.P. S&P is affirming the 'BB-' issuer credit rating and all issue ratings. The outlook remains stable. The recovery for the existing senior unsecured debt remains '3' with estimated recovery of about 60%. NuStar, an operator of transportation, terminals, and storage facilities for petroleum products and ammonia, is issuing new senior unsecured debt to fund upcoming maturities and its $750 million term loan (unrated) (currently $500 million outstanding). NuStar's issuance will increase leverage incrementally, but will also lower financing costs. The company is using some proceeds to pay a $100 make whole payment for early retirement of the term loan and about $50 million in fees and expenses related to the transaction, so net debt is higher in S&P's forecast. While leverage is now closer to the 6.5x downgrade trigger over the next two years, S&P thinks the company will delever to the 6x range over time. The transaction will also lower financing costs given that the term loan and its 12% interest rate will be replaced with lower cost debt. The proceeds will increase liquidity in preparation for upcoming maturities, so refinance risk is not an issue in the short term. While there are some benefits to the transaction, the company's credit metrics are now stressed for the rating so moderate operational stress over the next several quarters could prompt S&P to review the rating. Volumes on NuStar's systems seem to be approaching pre-pandemic levels, which indicates the 2020 EBITDA will be in line with company guidance and its forecast. Volumes and cash generation in the second quarter were significantly affected by profound market turmoil. However, volumes are returning to their run rate levels and operating expenses have been lower, which is likely to result in Nustar performing in line with its revised expectations for 2020 and 2021. S&P expects EBITDA this year to exceed $700 million. The company's efforts to cut costs support free cash flow and deleveraging. The company lowered its capex budget and distribution policy, while also cutting its operational costs. As a result, S&P expects stronger cash flows in its forecast. The rating agency is anticipating very gradual deleveraging over the next few years, supporting the stable outlook and adequate liquidity. "The stable outlook reflects our view that NuStar will continue its focus on retaining cash and maintaining adequate liquidity while volume growth remains very moderate in our forecast over the next 18 to 24 months," S&P said. The rating agency expects adjusted leverage to be elevated for the rating, with debt to EBITDA averaging between 6x-6.5x over the next few years, but trending down over time. "We could consider a negative rating action if we forecast NuStar's leverage to be sustained above 6.5x on an adjusted basis, or if we thought cash flows would be materially negative, or if liquidity deteriorated. This could occur due to underperformance in one of its business segments, especially if volumes decline materially below our base case expectation, or if the company increased its capital growth program or distribution policy," S&P said. "While unlikely at this time, we could take a positive rating action if NuStar was able to maintain debt to EBITDA below 5.5x. This could occur if NuStar realizes higher volumes than we forecast resulting in stronger cash flows, while liquidity remains at least adequate," the rating agency said. OCCASION BRANDS: Committee Hires Archer & Greiner as Counsel ------------------------------------------------------------ The official committee of unsecured creditors of Occasion Brands, LLC, seeks authority from the United States Bankruptcy Court for the Southern District of New York to retain Archer & Greiner, P.C., as its counsel, effective as of August 6, 2020. The Committee requires Archer to: (a) render legal advice to the Committee with respect to its duties and responsibilities in this case; (b) assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor, the operation of the Debtor's business, the desirability of continuance of such business and any other matters relevant to this case or to the business affairs of the Debtor; (c) advise the Committee with respect to any proposed use of cash collateral, post-petition financing, sale, lease or other disposition of the Debtor's assets and any other relevant matters; (d) advise the Committee with respect to any proposed plan of reorganization or liquidation and the prosecution of claims against third parties, if any, and any other matters relevant thereto; (e) advise the Committee with respect to insiders and affiliates of the Debtor and taking such action as are necessary to represent the interests of the unsecured creditors of the estate in respect thereof; (f) file, commence and prosecute such applications, motions, complaints, and other papers and pleadings as necessary to represent the unsecured creditors of the estate; and (g) perform such other legal services, which may be required by, and which are in the best interests of, the unsecured creditors. Archer is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, according to court filings. The maximum billing rate to be charged in this case will be $550 per hour, representing an accommodation to the Committee and to the Debtor's estate since certain of the partners who will (or might) work on this case, including Stephen M. Packman, bill at a significantly higher set rate. Professionals and paraprofessionals whose rates are below $550 per hour will bill at their regular timekeeper rate. The firm can be reached through: Harrison H.D. Breakstone, Esq. ARCHER & GREINER, P.C. 1211 Avenue of the Americas, Suite 2750 New York, NY 10036 Tel: (212) 682-4940 Email: hbreakstone@archerlaw.com Stephen M. Packman, Esq. Douglas G. Leney, Esq. ARCHER & GREINER, P.C. Three Logan Square 1717 Arch Street, Suite 3500 Philadelphia, PA 19103 Tel: (215) 963-3300 Fax: (215) 963-9999 Email: spackman@archerlaw.com dleney@archerlaw.com About Occasion Brands Founded in 1998, Occasion Brands, LLC is a family of e-commerce websites that focuses on prom, homecoming, bridal, and other special occasion events. It is a pure-play e-commerce platform for prom dresses and operates its business through three web properties: promgirl.com, simplydresses.com, and KleinfeldBridalParty.com.r teen events. Visit https://www.occasionbrands.com for more information. Occasion Brands sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y., Case No. 20-11684) on July 22, 2020. Robert Nolan, chief restructuring officer, signed the petition. At the time of the filing, the Debtor was estimated to have assets of $1 million to $10 million and liabilities of $10 million to $50 million. S. Jason Teele, Esq. and Daniel J. Harris, Esq., of Sills Cummins & Gross P.C. serve as Debtor's counsel. Insight Partners, LLC, is the Debtor's Restructuring Advisor, and Omni Agent Solutions is the claims and noticing agent. OFFSHORE SPECIALTY: Court Rules on Discovery in Davie Shoring Row ----------------------------------------------------------------- Plaintiff David Weinhoffer and Defendant Davie Shoring, Inc. in the case captioned DAVID WEINHOFFER, as liquidating Trustee of OFFSHORE SPECIALTY FABRICATORS LLC, v. DAVIE SHORING, INC., SECTION D(1), Civil Action No. 19-11175 (E.D. La.) both filed a Motion in Limine in the District Court. The Plaintiff objected to 30 proposed exhibits and moved to exclude the testimony of Robert Baker, Scott Gros, Renita Martin, and Brett Berard. The Defendant moved to exclude parol evidence concerning the plaintiff's transfer of the module at issue in this case. Upon analysis, District Judge Wendy B. Vitter deferred consideration of the plaintiff's objections to exhibits, and otherwise denied the motions, with the exception of the plaintiff's motion to exclude the testimony of Bret Berard, which is granted in part. On Oct. 1, 2017, Offshore Specialty Fabricators LLC filed for bankruptcy in the United States Bankruptcy Court, Southern District of Texas. On Oct. 28, 2018, the Bankruptcy Court issued an Order confirming the official committee of unsecured creditors' First Amended Plan of Liquidation under Chapter 11 of the Bankruptcy Code for the Debtor, and approved David Weinhoffer as the Trustee of the Liquidating Trust established pursuant to that Plan. On Dec. 5, 2018, OSF and Weinhoffer entered into a Liquidating Trust Agreement, which vests in Weinhoffer the right to pursue any and all portions of the Liquidating Trust Assets. OSF sought the Bankruptcy Court's approval of a sale of its non-barge assets on behalf of the Trust, including a large housing module. The Bankruptcy Court approved OSF's request to sell the module pursuant to a public bid process. On April 24, 2018, OSF entered into an Auction Agreement with Henderson Auctions in which OSF agreed to sell the Module to the highest bidder. On May 16, 2018, the Module was placed for sale via online auction. The Defendant, Davie Shoring, Inc., placed the highest bid at $177,500 to purchase the Module. Davie Shoring did not, however, remit payment for the Module. The Defendant argued, among other things, that payment was not required because moving the Module within the time period required was cost-prohibitive or impossible. Thereafter, OSF transferred the Module to Offshore Express, LLC. Henderson Auctions then conducted a second auction for the Module. On June 12, 2019, Weinhoffer, as liquidating trustee, filed a Complaint against Davie Shoring to recover for the failed auction sale. The Defendant moved to exclude parol evidence offered by the plaintiff regarding the transfer of the Module from OSF to Offshore Express. Defendant argued that the transfer agreement clearly states that OSF transferred the Module to Offshore Express for "price and consideration" and therefore the plaintiff is barred from presenting extrinsic evidence at trial that it did not receive consideration by the parol evidence rule. In his opposition, the plaintiff retorted that the defendant cannot invoke the parol evidence rule because he is not a party to the contract in question, that the terms "price and consideration" are necessarily ambiguous, and that consideration need not be monetary. According to Judge Vitter, the Defendant is not a party to the contract between OSF and Offshore Express, nor does it claim to be. Judge Vitter noted that it is black-letter law in Louisiana that the "parol evidence rule applies only to actions between the parties to an act or contract and their privies, and not to actions between the parties and third persons." Moreover, the Court agreed that the terms "price and consideration" are ambiguous in the contract. The transfer agreement does not expressly state any further specific information regarding what was included in the "price" or "consideration." It is "well established that the true cause or consideration for a contract may be shown by parol evidence, even if the true consideration is different from that which is recited in the written act." The Defendant's motion to exclude parol evidence offered by the plaintiff regarding the "price and consideration" as listed in the transfer agreement is therefore denied. The Plaintiff moved to exclude the testimony of Robert Baker and Scott Gros. Baker was purportedly contacted by Davie Shoring after the auction to inspect the Module and advise defendant regarding moving it. Gros is a civil engineer who was purportedly engaged by the Plaintiff in this litigation to opine on the "condition of substructure and factors preventing the movement of the Module within 60 days." The Plaintiff argued that the testimony of Baker and Gros is irrelevant because they viewed the Module only after the sale, that both experts lack a proper method for coming to conclusions, and should therefore be limited from testifying under Federal Rule of Evidence 702 and Daubert, and that both experts are merely relating hearsay to the finder of fact, which violates Federal Rule of Evidence 703. In its opposition, Davie Shoring argued that that the testimony of both Baker and Gros is relevant, and that experts regularly opine on evidence supplied by third parties. The Court found the testimony from both Baker and Gros relevant, as it directly relates to Davie Shoring's arguments in its Answer that moving the Module within sixty days was impossible. To the extent the plaintiff objected to the testimony of Baker and Gros on the grounds of Federal Rule of Evidence 702 and Daubert, the Court noted that this matter will be decided by bench trial. Finally, the plaintiff argued that the testimony of Baker and Gros is based on hearsay, and is therefore inadmissible under Federal Rule of Evidence 703. The Court noted that the plaintiff's motion itself acknowledges that Baker inspected the Module in-person. Moreover, Federal Rule of Evidence 703 specifically provides that "[a]n expert may base an opinion on facts or data in the case that the expert has been made aware of or personally observed." Firsthand knowledge is therefore not required by the Rule. Inadmissible facts or data may be disclosed "to the jury . . . if their probative value in helping the jury evaluate the opinion substantially outweighs their prejudicial effect." Here, as this matter is set for bench trial, there is no jury and the Court can properly weigh the probative value and prejudicial effect of the evidence. The Court, therefore, ruled that will not exclude the testimony of Baker and Gros. Plaintiff may instead rely on "[v]igorous cross-examination [and] presentation of contrary evidence" in order to "attack[] shaky but admissible evidence" and the Court is well-suited to give the evidence the weight it deems appropriate. Thus, the Court denied the plaintiff's motion to exclude the testimony of Baker and Gros. The Court also denied the motion to exclude Martin's live testimony. According to the Court, it is true Martin was not listed on the defendant's witness list. Generally, a witness who is not disclosed on a witness list may not testify unless the failure to disclose is "substantially justified or is harmless." But here, the failure to disclose Martin is both substantially justified and harmless. The Defendant filed its witness list on May 18, 2020, but received the certification from Martin over a week later, on May 26, 2020. Moreover, the defendant immediately forwarded Martin's certification to the plaintiff's counsel. This sequence of events demonstrates that the defendant's failure to include Martin on the witness list was "substantially justified," as the defendant did not know she was a potential witness until after the witness list was filed, and promptly informed the plaintiff of Martin's certification. The Plaintiff also moved to exclude "any expert or opinion testimony by [Bret] Berard." Plaintiff argued that Berard's testimony "regarding his inspection to the substructure and advice to Davie Shoring regarding requirements for lifting and moving the Module" is necessarily "expert" testimony. The Court reminds that the Federal Rules of Civil Procedure impose disclosure requirements on proponents of expert testimony. Most experts must provide an expert report pursuant to Rule 26(a)(2)(B). Berard provided no such expert report and was not designated an expert by the defendant's counsel. Accordingly, Berard is excluded from offering any expert testimony, or any opinion evidence based on Berard's "knowledge, skill, experience, training, or education." Berard may testify, however, as a fact witness, including to the fact that he performed an inspection of the substructure upon which the Module was placed and offered advice to Davie Shoring regarding requirements for lifting and moving the Module. Therefore, to the extent the plaintiff moved to exclude Berard from offering expert testimony, the motion was granted; to the extent the plaintiff moved to exclude Berard from offering any other testimony, the motion was denied. A copy of the Court's Order dated August 14, 2020 is available at https://bit.ly/3bOuf7x from Leagle.com. About Offshore Specialty Fabricators Offshore Specialty Fabricators, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 17-35623) on Oct. 1, 2017. In the petition signed by CEO Tammy Naron, the Debtor estimated assets of $50 million to $100 million and estimated liabilities of $10 million to $50 million. Offshore Specialty Fabricators, LLC -- http://www.osf-llc.com/-- provided decommissioning project management utilizing its heavy lift derrick barges for the installation and removal of oil and gas facilities in the Gulf of Mexico. Its facility was located at 115 Menard Rd. in Houma, Louisiana. It had been providing offshore construction solutions to the international and domestic oil and gas industry for more than 20 years. Judge Marvin Isgur presides over the case. The Debtor hired Diamond McCarthy LLP as counsel, and Koch & Schmidt Law Firm, as special counsel. On Oct. 25, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. On Oct. 28, 2018, the Bankruptcy Court issued an Order confirming the official committee of unsecured creditors' First Amended Plan of Liquidation under Chapter 11 of the Bankruptcy Code for the Debtor, and approved David Weinhoffer as the Trustee of the Liquidating Trust established pursuant to that Plan. OLD TIME POTTERY: Seeks to Hire Ernst & Young as Tax Accountants ---------------------------------------------------------------- Old Time Pottery, LLC and its affiliate Debtor, OTP Holdings, LLC, seek approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to hire Ernst & Young, LLP as their tax accountants. The services to be performed EY include preparation of Debtors' federal and state income tax returns and other miscellaneous accounting services requested by Debtors related to tax filings and tax issues of these entities. EY's hourly rates are: Partners/Principal/Directors $700-900 Managers and Supervisors $450-700 Senior Staff $400-450 Junior Staff $275-300 In addition to seeking payment for such hourly charges, EY will charge for all reasonable expenses actually incurred on behalf of the Debtors, consistent with its normal practices. William Blandford, a partner of Ernst & Young, assures the court that the firm does not hold nor represent any interest materially adverse to the Debtor's estate in the matters for which EY LLP is proposed to be retained and is a "disinterested person," as such term is defined in section 101(14) of the Bankruptcy Code and as required under section 327(a) of the Bankruptcy Code. The firm can be reached through: William Blandford, CPA Ernst & Young LLP 150 4th Ave North Nashville, TN 37219 Phone: 615-252-2000 About Old Time Pottery Old Time Pottery, LLC -- https://oldtimepottery.com/ -- is a retailer that focused on selling home decor and seasonal items. It operates 43 retail locations in 11 states. Old Time Pottery, LLC and its affiliate, OTP Holdings, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Lead Case No. 20-03138) on June 28, 2020. At the time of the filing, Old Time Pottery disclosed assets of between $50 million and $100 million and liabilities of the same range. OTP Holdings had estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. Judge Marian F. Harrison oversees the cases. The Debtors are represented by Bass, Berry & Sims, PLC. OM DEV INC: Seeks to Hire Penachio Malara as Counsel ---------------------------------------------------- OM Dev Inc. seeks authority from the US Bankruptcy Court for the Southern District of New York to hire Penachio Malara, LLP as its legal counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: a. assist in the administration of its Chapter 11 proceeding, the preparation of operating reports and complying with applicable law and rules; b. propose a bar date, review claims and resolve claims which should be disallowed; c. assist in sale of the business; and d. assist in reorganizing and confirming a Chapter 11 plan or implementing an alternative exit strategy. Penachio Malara will be paid at these hourly rates: Anne Penachio $495 Francis Malara $450 Paralegal $225 Prior to the filing, the Firm received a retainer fee of $12,000 which includes the filing fee from the Debtor. It received an additional sum of $2,000 which was applied to prepetition services. Anne Penachio, Esq., a partner at Penachio Malara, assured the court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Penachio Malara can be reached at: Anne J. Penachio, Esq. Penachio Malara, LLP 235 Main Street, Suite 610 White Plains, NY 10601 Tel: (914) 946-2889 Email: apenachio@pmlawllp.com About OM Dev Inc. OM Dev Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 20-22947) on August 19, 2020, disclosing under $1 million in both assets and liabilities. The Debtor tapped Anne Penachio, Esq. at PENACHIO MALARA, LLP as counsel. OMNITRACS LLC: Moody's Lowers CFR to B3, Outlook Stable ------------------------------------------------------- Moody's Investors Service downgraded Omnitracs, LLC's corporate family rating (CFR) to B3 and probability of default rating (PDR) to B3-PD in connection with the company's pending acquisition of SmartDrive Systems, Inc., a leading provider of video-based driver safety and transportation intelligence solutions. Concurrently, Moody's assigned a B2 rating to Omnitracs' proposed $160 million incremental first lien senior secured term loan due 2025 and Caa2 rating to the $195 million second lien senior secured term loan due 2028. Moody's also affirmed Omnitracs' B2 ratings on its existing first lien credit facility consisting of a $50 million first lien senior secured revolving credit facility due 2023 and $745 million senior secured term loan due 2025. The outlook remains stable. The company plans to use proceeds from proposed $160 million incremental first lien term loan, $195 million second lien term loan and $71 million of cash from the balance sheet along with rollover equity from SmartDrive's shareholders to finance the acquisition of SmartDrive and pay associated transaction fees and expenses. The downgrade to B3 from B2 reflects Omnitracs' increased gross debt and leverage and elevated execution risk given the size of the target company, which will initially add limited incremental EBITDA. Moody's took the following rating action on Omnitracs, LLC: Downgrades: Corporate Family Rating -- Downgraded to B3 from B2 Probability of Default Rating -- Downgraded to B3-PD from B2-PD Assignments: Proposed $160 million incremental first lien term loan due 2025 - Assigned B2 (LGD3) Proposed $195 million second lien term loan due 2028 -- Assigned Caa2 (LGD6) Affirmations: $50 million first lien senior secured revolving credit facility due 2023 -- Affirmed B2, to (LDG3) from (LGD4) $745 million first lien senior secured term loan due 2025 -- Affirmed B2, to (LDG3) from (LGD4) Outlook Actions: Outlook, Remains Stable All ratings are subject to the execution of the transaction as currently proposed and Moody's review of final documentation. The instrument ratings are subject to change if the proposed capital structure is modified. RATINGS RATIONALE Omnitracs' B3 CFR ratings reflects Moody's expectation that the company will maintain low-single digit free cash flow-to-gross debt (Moody's adjusted) while debt-to-EBITDA (Moody's adjusted excluding anticipated acquisition synergies) is expected to increase to 9.0 times from 6.2 times twelve months ended June 30, 2020. However, the leverage could be viewed as a more moderate 7.5 times as of June 30, 2020 when including adjustments for certain one-time expenses and cost synergies. Pro forma for the proposed debt-funded acquisition of SmartDrive, Moody's expects leverage to steadily decline towards 7.0 times (on an adjusted basis) over the next 12 to 18 months. The rating is supported by the leading position Omnitracs has built providing fleet management software and communications systems for the long-haul trucking and last mile delivery industry, its strong recurring revenue base (typically above 75% of revenues), high retention rates (typically over 90%) and cash generating capabilities. The SmartDrive acquisition is expected to provide long-term strategic benefits to Omnitracs including creating a unified video safety, telematics and routing platform at scale. The combination will also provide significant mutual cross-sell and expanded go-to-market opportunities with approximately $530 million in combined pro forma annual revenues as of June 30, 2020. SmartDrive has best-in-class video telematics and driver coaching capabilities while providing trucking fleets with contextual and actionable data. In addition, management has identified significant operational synergies expected to be realized within 24 months of closing. Acquisition of SmartDrive is the largest transaction since the company's previous acquisitions of Roadnet and XRS in 2013 and 2014. Though the businesses are highly complementary, execution risk will be elevated amidst management's near-shore initiatives to build-out presence in Mexico City and uncertain economic conditions resulting from Covid-19 outbreak. The B2 rating for Omnitracs' first lien credit facility reflects the borrower's B3-PD PDR and a loss given default ("LGD") assessment of LGD3. The first lien loan rating is one notch above the CFR and takes into account the instrument's priority claims on collateral and senior ranking in the capital structure relative to Omnitracs' second lien debt which is rated Caa2. Omnitracs' liquidity is expected to be adequate over the next 12 to 18 months. The company is expected to generate annual positive free cash flow of around $30 to $35 million annually and have full availability under its $50 million revolver over the next 12-18 months. Access to the revolver is subject to maintaining a first lien leverage ratio (as defined in the credit agreement) of less than 7.5 times, with no future step-downs, when utilization exceeds 40% of the facility. Should the covenant be triggered there is modest cushion within the covenant. There are no term loan financial maintenance covenants. The stable outlook reflects Moody's expectations for mid-single digit organic revenue growth, some expansion of EBITDA margins from the addition of new services, realization of synergies and slow but steady deleveraging and maintenance of at least adequate liquidity. The rapid spread of the coronavirus outbreak, deteriorating global economic outlook, low oil prices, and high asset price volatility have created an unprecedented credit shock across a range of sectors and regions. Moody's regards the coronavirus outbreak as a social risk under Moody's ESG framework, due to the substantial implications for public health and safety. Given the company's high exposure to economic cycles and cyclical end markets, the company may be negatively impacted if overall economic conditions deteriorate further. When economic conditions worsen, trucking demand slows and carriers typically reduce the number of trucks in service to better match demand which can impact new hardware and software subscription sales. Omnitracs' is owned by private equity sponsor Vista Equity Partners and is expected to maintain aggressive financial policies as evidenced by the large amount of debt used to fund its LBO and subsequent M&A activity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if the company demonstrates sustained revenue and cash flow growth, with leverage sustained below 6.5x and FCF to debt of at least 5%. The ratings would face downward pressure if the company fails to generate meaningful free cash flow, revenues or margins decline, liquidity deteriorates, or adjusted debt-to EBITDA is sustained above 8x. Omnitracs, LLC, headquartered in Dallas, Texas, is a leading provider of fleet management software and communications systems to the trucking industry. The Omnitracs business was acquired by private equity firm Vista Partners from QUALCOMM Inc. in November 2013. Omnitracs' revenue for LTM period ending June 30, 2020 was approximately $450 million. Pro forma for the acquisition of SmartDrive, total revenues were approximately $530 million. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. ORANGE BLOSSOM: Hires Iurillo Law Group as Legal Counsel -------------------------------------------------------- Orange Blossom Catering, Inc. seeks authority from the US Bankruptcy Court for the Middle District of Florida to hire the law firm of Iurillo Law Group, P.A. as its bankruptcy counsel. Orange Blossom requires Iurillo Law to: a. give advice to the Debtor with respect to its powers and duties as a debtor-in-possession and the continued management of its business operations; b. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of this Court; c. address the legal ramifications of business and financial issues impacting the Debtor, including cash collateral issues and other matters critical to maintenance of the going concern; d. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of this Bankruptcy Case; e. continue the prosecution of claims and the litigation of defenses in the context of litigation; f. protect the interests of the Debtor in all matters pending before this Court; g. represent the Debtor in negotiations with its creditors in the preparation of a plan of reorganization and in assessing and establishing confirmability; and h. assess and address anticipated post-confirmation activities. The hourly rates for the firm's attorneys and paraprofessionals expected to represent the Debtor range from $75 to $425. Camille Iurillo, Esq., and Kevin L. Hing, Esq., the attorneys who will be handling the case, charge $425 per hour and $400 per hour, respectively. The proposed retainer is $51,000, which includes the filing fee of $1,717. Iurillo Law Group is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Camille J. Iurillo, Esq. Kevin L. Hing, Esq. Iurillo Law Group, P.A. 5628 Central Avenue St. Petersburg, FL 33707 Telephone: (727) 895-8050 Facsimile: (727) 895-8057 Email: ciurillo@iurillolaw.com Email: khing@iurillolaw.com About Orange Blossom Catering Inc. Orange Blossom Catering, based in Saint Petersburg, Florida, offers full-service event planning for personal, community and corporate functions. It sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-06185) on August 14, 2020. At the time of filing, the Debtor disclosed assets of between $500,000 to $1 million and liabilities of between $1 million to $10 million. It is represented by Camille J. Iurillo, Esq. and Kevin Hing, Esq. of The Iurillo Law Group P.A. The petition was signed by Ryan Clelland, president. PDC ENERGY: Moody's Rates New Sr. Notes Due 2026 'Ba3' ------------------------------------------------------ Moody's Investors Service assigned a Ba3 rating to PDC Energy's (PDC) proposed senior notes due 2026 (the tack-on notes). PDC's other ratings and stable outlook remain unchanged. The tack-on notes are being offered as an addition to the $600 million 5.750% senior unsecured notes due in 2026 that the company issued in November 2017. The net proceeds will be primarily used to partially repay revolver borrowings, and therefore, the transaction will be debt neutral. Assignments: Issuer: PDC Energy Senior Unsecured Notes, Assigned Ba3 (LGD5) RATINGS RATIONALE PDC's proposed tack-on notes and existing senior unsecured notes are rated Ba3, one notch below the company's Ba2 Corporate Family Rating (CFR), reflecting their effective subordination to the borrowing base revolving credit facility (unrated). The $200 million 1.125% convertible notes due 2021 are also rated Ba3, as they rank equal in right of payment to the senior notes. The $1.7 billion revolver maturing in 2023 is secured by a pledge of substantially all assets of the company and ranks ahead of the senior notes. PDC's Ba2 CFR reflects its sizeable production base of over 175 mboe/day, supportive credit metrics driven by a strong balance sheet, and improving operating and capital efficiencies. PDC is one of the largest DJ basin producers but also retains its meaningful exposure to the Permian Basin. PDC has few drilling requirements and low sustaining capital spending for its Wattenberg acreage, and will benefit from hedging in 2020 and 2021. Moody's expects PDC to spend within cash flow in 2020 through 2021. The company has a large drilling inventory, considerable flexibility with the size and timing of its capital spending program, and growing liquids production. PDC is constrained by its primary production concentration in one basin, the Wattenberg Field of the Rocky Mountain region in Colorado, even though its production from the Delaware Basin acreage in the Permian has increased. In addition, the evolving regulatory climate in Colorado where stricter rules and regulations pertaining to oil and gas development are being implemented, further magnifies this concentration risk. Additionally, PDC has a large ratio of proved undeveloped reserves (PUDs) relative to its total proved developed reserves compared to its peers, which will require high capital investment to develop in the future. The outlook is stable given Moody's expectation that the company will continue to maintain strong cash flow-based leverage metrics and capital efficiency metrics. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The company's ratings could be downgraded if RCF to debt falls below 30%, or should capital productivity decline to the extent that PDC's leveraged full-cycle ratio is below 1.5x. Adverse political or regulatory developments in Colorado with the potential to impede PDC's ability to grow and/or produce in the Wattenberg Field could also lead to a downgrade. Additionally, the company's ratings could be upgraded should the company successfully execute on diversifying its production by developing its Delaware Basin acreage so that it accounts for over a third of total production while comfortably maintaining RCF to debt over 50%, debt to prove developed reserves under $6/boe, and LFCR above 2x. PDC Energy is an independent exploration and production company headquartered in Denver, Colorado. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. PETE GOULD: Trustee Hires Turner & Johns as Counsel --------------------------------------------------- Robert L. Johns, trustee for the bankruptcy estate of Pete Gould & Sons, Inc. seeks authority from the U.S. Bankruptcy Court for the Southern District of West Virginia to retain Turner & Johns, PLLC, as its counsel. Professional services the counsel will render are: a. prepare on behalf of the Trustee any necessary motions and other pleadings; b. represent the Trustee at hearings on various motions and proceedings; and c. perform such other legal services as shall be necessary and appropriate. The firm's hourly rates for its attorneys range from $275 to $500. The attorneys are: Wendel Turner $500 Robert Johns $500 Brian Blickenstaff $350 Joseph Johns $275 Paralegals charge an hourly fee of $100. Turner & Johns is a "disinterested person" within the meaning of Sec. 101(14) of the US Bankruptcy Code, according to court filings. The firm can be reached through: Robert L. Johns, Esq. Turner & Johns, PLLC 216 Brooks Street, Suite 200 Charleston, WV 25301 Phone: 304-720-2312 / 304-720-2300 Fax: 304-720-2311 Email: rjohns@turnerjohns.com About Pete Gould & Sons, Inc. Founded in 1966, Pete Gould & Sons, Inc. provides general contracting services such as constructing water and sewer mains. Pete Gould & Sons filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No. 18-20047) on Feb. 5, 2018. In the petition signed by Bryan Gould, member, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Frank W. Volk presides over the case. Joseph W. Caldwell, Esq., at Caldwell & Riffee, is the Debtor's legal counsel. Robert L. Johns, Esq., was appointed Chapter 11 trustee in the Debtor's case. The Trustee tapped his own firm, Turner & Johns, PLLC, as counsel in the case. PG&E CORP: Fire Insurance Costs Rise After Bankruptcy, Fires ------------------------------------------------------------ Mark Chediak of Bloomberg News reports that PG&E Corp. is finding it very costly to buy fire insurance after wildfires triggered by its power lines sent the company into bankruptcy and left it paying $25.5 billion for claims. It's hoping customers will foot the bill. The San Francisco-based company had to cough up about $750 million to secure $1.4 billion of liability coverage for the next 12 months, with only a little more than half of that dedicated to potential fire claims, Chief Financial Officer Jason Wells told investors during a second-quarter earnings call. 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. PHARMAGREEN BIOTECH: Seeks Approval to Hire Accountant ------------------------------------------------------ Pharmagreen Biotech, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ an accountant. The Debtor wishes to employ Andrew N. Rana to prepare its Monthly Operating Reports Mr. Rana will bill at the rate of $150 per hour for accounting services and $85 for bookkeeping services. Mr. Rana assures the court that he represents no interest adverse to the Debtor or the estate. Mr. Rana can be reached at: Andrew N. Rana 8234 W Charleston Blvd Las Vegas, NV 89117 Phone: 702-527-6100 About Pharmagreen Biotech Pharmagreen Biotech, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 20-13886) on Aug. 7, 2020, disclosing under $1 million in both assets and liabilities. The Debtor hired Thomas E. Crowe, Professional Law Corporation, as counsel. The Debtor tapped Andrew N. Rana as accountant. PIER 1 IMPORTS: Further Fine-Tunes Chapter 11 Plan -------------------------------------------------- Pier 1 Imports, Inc., et al., submitted a First Amended Joint Plan of Reorganization further fine-tuning its proposed Plan. Conditions to the Effective Date of the Plan include all going out of business sales at the Debtors' stores will have been completed. Class 5 all General Unsecured Claims will each receive: * its pro rata share of the distributable proceeds pursuant to the Waterfall Recovery, only if distributable proceeds are available after all senior claims (including, for the avoidance of doubt, the term loan claims and administrative claims) are paid in full; and * a complete waiver and release of any and all claims, causes of action, and other rights against the Holders of Allowed Class 5 Claims based on claims pursuant to chapter 5 of the Bankruptcy Code or under similar or related state or federal statutes and common law including fraudulent transfer laws from the Debtors, the Wind-Down Debtors, their Estates, and the Plan Administrator, in each case on behalf of themselves and their respective successors, assigns, and representatives, and any and all other entities who may purport to assert any cause of action, directly or derivatively, by, through, for, or because of the foregoing entities, subject to and in accordance with Article X of the Plan. A full-text copy of the First Amended Joint Plan of Reorganization dated July 29, 2020, is available at https://tinyurl.com/yxfv26ga from PacerMonitor.com at no charge. Co-Counsel to the Debtors: Joshua A. Sussberg, P.C. Emily E. Geier AnnElyse Scarlett Gains KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 - and - Joshua M. Altman KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Michael A. Condyles (VA 27807) Peter J. Barrett (VA 46179) Jeremy S. Williams (VA 77469) Brian H. Richardson (VA 92477) KUTAK ROCK LLP 901 East Byrd Street, Suite 1000 Richmond, Virginia 23219-4071 Telephone: (804) 644-1700 Facsimile: (804) 783-6192 About Pier 1 Imports Founded with a single store in 1962, Pier 1 Imports, Inc. (OTCPK: PIRRQ) -- http://www.pier1.com/-- is a leading omni-channel retailer of unique home decor and accessories. Its products are available through approximately 930 Pier 1 stores in the U.S. and online at pier1.com. Pier 1 Imports and seven affiliates sought Chapter 11 protection (Bankr. E.D. Va. Lead Case No. 20-30805) on Feb. 17, 2020, to pursue a sale of the assets. Pier 1 Imports disclosed $426.6 million in assets and $258.3 million in debt as of Jan. 2, 2020. Judge Kevin R. Huennekens oversees the cases. A&G Realty Partners is assisting Pier 1 Imports with its previously announced store closures and lease modifications. Pier 1 Imports landlords are encouraged to contact A&G Realty Partners through its Web site, http://www.agrep.com/ Kirkland & Ellis LLP and Osler, Hoskin & Harcourt LLP serve as legal advisors to Pier 1 Imports and its affiliated debtors in the U.S. and Canada, respectively. The Debtors tapped AlixPartners LLP as restructuring advisor; Guggenheim Securities, LLC as investment banker; and Epiq Bankruptcy Solutions as claims agent. PROFESSIONAL FINANCIAL: Baker & Hostetler Represents DOT Holders ---------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Baker & Hostetler LLP submitted a verified statement that it is representing the Ad Hoc Committee of Deed of Trust Holders in the Chapter 11 cases of Professional Financial Investors, Inc., a California Corporation; Professional Investors Security Fund, Inc., a California Corporation. In or around August 24, 2020, the DOT Committee engaged Baker & Hostetler LLP to represent it in connection with the Debtor's chapter 11 cases. Baker represents only the DOT Committee and does not represent or purport to represent any other entities in connection with the Cases. As of Sept. 9, 2020, members of the DOT Committee and their disclosable economic interests are: Elizabeth C. Moore, Chair 13 Baytree Lane San Anselmo, CA 94960 * $680,000 in Deeds of Trust Robin Altman 3 Avocet Ct. Novato, CA 94949 * $1,004,000 in Deeds of Trust * $300,000 in LLC Interests David Lee 735 West Sexton Rd. Sebastopol, CA 95472 * $310,000 in Deeds of Trust * $125,000 in LLC Interests Carole Levine, Vice Chair 2139 Jackson St. San Francisco, CA 94115 * $428,750 in Deeds of Trust John A. Mangini 250 Hillside Ave. Piedmont, CA 94611 * $561,000 in Deeds of Trust Steven Teal Teal & Montgomery 50 Old Courthouse Sq. Ste 405 Santa Rosa, CA 95404- 4924 * $440,000 in Deeds of Trust Alan W. Ziff 2349 Hilltop Ct. Santa Rosa, CA 95404 * Approximately $1 million in Deeds of Trust held by Mr. Ziff and family members. The information set forth on Exhibit A, which is based on information provided by members of the DOT Committee, is intended to comply with Bankruptcy Rule 2019 and is not intended for any other purpose. Nothing contained in this Statement should be construed as a limitation on, or waiver of, any rights of any member of the DOT Committee to assert, file and/or amend their claims. Baker reserves the right to amend and/or supplement this Statement. Proposed Counsel to the Ad Hoc Committee of DOT Holders can be reached at: Cecily A. Dumas, Esq. BAKER & HOSTETLER LLP 600 Montgomery Street, Suite 3100 San Francisco, CA 94111-2806 Telephone: 415.659.2600 Facsimile: 415.659.2601 Email: cdumas@bakerlaw.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/3p5QDd About Professional Financial Investors Professional Financial Investors, Inc., and Professional Investors Security Fund, Inc. are both engaged in activities related to real estate. On July 16, 2020, a group of creditors filed an involuntary Chapter 11 petition (Bankr. N.D. Cal. Case No. 20-30579) against Professional Investors. On July 26, 2020, Professional Financial sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 20-30604). The cases are jointly administered under Case No. 20-30604. At the time of the filing, Professional Financial disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Dennis Montali oversees the cases. Ori Katz, Esq., at Sheppard, Mullin, Richter & Hampton, LLP, is the Debtors' legal counsel. PROFESSIONAL FINANCIAL: Hires Michael Hogan of Armanino as CRO -------------------------------------------------------------- Professional Financial Investors, Inc. and its affiliates seek authority from the US Bankruptcy Court for the Northern District of California to employ H. Michael Hogan of Armanino LLP as their Chief Restructuring Officer, together with such additional Armanino employees deemed required by the CRO. Services to be rendered by the CRO and Armanino are: a. managing and overseeing all aspects of the Debtors' business activities and operations, including budgeting, cash management, financial management; b. developing strategies to improve cash flows and reduce expenses; c. leading and overseeing negotiations with the Debtors' lenders, investors, vendors, tenants, and other creditors; d. hiring and terminating employees of the Debtors; e. preparing and filing all necessary reports required by the Court and the United States Trustee; f. creating and complying with budgets; g. overseeing the performance of Debtors' property management functions, including amending or terminating leases and contracts; h. complying with the Securities and Exchange Commission's investigation of the Debtors; i. identifying and assessing potential purchasers of the Debtors' assets; j. providing reports to the Debtors' secured lenders, creditor constituencies and board of directors; k. performing a forensic review of the investments by and payouts of the Debtors, as well as their historic financial operations and reporting; l. preparing and filing tax returns and reviewing potential tax recoveries; m. providing outsourced human resource support services, including benefits and administration advisory and health compliance support services, including COVID-19 protocol support; n. managing media requests for the CRO; developing and managing communication plans and digital communications tools for creditors and other parties in interest; and preparing and managing select external communications to creditors; and o. attending such other matters as may be necessary in connection with the Bankruptcy Cases. The hourly rates of the CRO and Armanino professionals are: Michael Hogan, Managing Director, Consulting $500 Roberto Margoni, Partner, Tax $560 Patrick Chylinski, Partner, Consulting-Forensics $550 Senior Directors $475 Directors $425-$405 Sr. Managers $330-$375 Managers $190-$300 Account Supervisors $300 Staff $115-$280 The Debtors and Armanino have also agreed that Armanino will be compensated for crisis communications at a fixed rate of $7,500 twice each month. Armanino has voluntarily agreed to reduce this amount to $7,500 per month effective August 15, 2010. The Debtors provided Armanino with an evergreen retainer in the amount of $250,000 to cover the fees and expenses. The Retainer was increased to $400,000 on July 22, 2020. All fees and expenses incurred by Armanino prior to the Petition Date have been paid. As of the Petition Date, Armanino was holding approximately $277,501.71 as a retainer. Mr. Hogan assures the court that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The CRO can be reached at: Michael Hogan Armanino LLP 50 West San Fernando St., Suite 500 San Jose, CA 95113 Phone: 408-200-6400 About Professional Financial Investors Professional Financial Investors, Inc., and Professional Investors Security Fund, Inc. are both engaged in activities related to real estate. On July 16, 2020, a group of creditors filed an involuntary Chapter 11 petition (Bankr. N.D. Cal. Case No. 20-30579) against Professional Investors. On July 26, 2020, Professional Financial sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 20-30604). The cases are jointly administered under Case No. 20-30604. At the time of the filing, Professional Financial disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Dennis Montali oversees the cases. Ori Katz, Esq., at Sheppard, Mullin, Richter & Hampton, LLP, is the Debtors' legal counsel. The Debtors tapped Trodella & Lapping LLP as their conflicts counsel; Ragghianti Freitas LLP as their special counsel; Weinstein & Numbers LLP as their special insurance coverage counsel; Wilson, Elser, Moskowitz, Edelman & Dicker LLP as special litigation counsel and Nardell Chitsaz & Associates as their special real estate counsel. Michael Hogan of Armanino LLP as was appointed as their chief restructuring officer. PROFESSIONAL FINANCIAL: Hires Ragghianti Freitas as Special Counsel ------------------------------------------------------------------- Professional Financial Investors, Inc. and its affiliates seek authority from the US Bankruptcy Court for the Northern District of California to hire Ragghianti Freitas LLP as its special counsel. Ragghianti Freitas will provide the following services: a. act as the lead point of contact with the SEC and other government agencies, coordinating the Debtors' cooperation with their respective civil and criminal investigations of the Debtors, and potential coconspirators in the Debtors' fraudulent activities; b. act as the lead point of contact with the SEC and other government agencies, coordinating the document production related to the SEC and other government agencies' subpoenas and ad hoc document requests from same, together with panel counsel, Wilson Elser Moskowitz Edelman & Dicker, LLP; c. advise, coordinate, and assist the Debtors regarding their continuing internal investigation, forensic accounting, and recovery of Debtors' assets from the alleged perpetrator(s) of the fraud; d. advise and assist the Debtors as outside corporate counsel, including related to their existing legitimate business operations and corporate governance matters; e. advise and assist the Debtors in examining measures to reduce operational expenses, locate and recover assets of the Debtors; f. advise and assist the Debtors with communications and potential negotiations relative to the sale of assets of the Debtors; g. advise and assist the Debtors relative to its duties, obligations and rights as the managing member of the 30 affiliated limited liability companies, and as the general partner of the 10 affiliated limited partnerships; h. facilitate and coordinate responses to creditors of the Debtors, including but not exclusive to investors and commercial creditors; i. represent the Debtors as its criminal defense counsel; j. make any court appearances on behalf of the Debtors as it relates to their criminal defense; and k. take such other action and performing such other services as the Debtors may require of Ragghianti Freitas in connection with their Bankruptcy Cases. The firm's current normal and customary hourly rates are: Eric Sternberger Partner $515 Sarah N. Leger Partner $475 Charles D. Dresow Partner $425 Jose M. Herrera Partner $375 Ragghianti Freitas received a retainers totaling $192,289 in connection with its retention by the Debtors. Ragghianti Freitas has no interest adverse to the interest of the Debtors' estates, either by reason of any direct or indirect relationship to, connection with, the Debtors or for any other reason, according to court filings. The firm can be reached through: Eric Sternberger, Esq. Ragghianti Freitas LLP 1101 Fifth Ave Suite 100 San Rafael, CA 94901 Phone: +1 415-453-9433 About Professional Financial Investors Professional Financial Investors, Inc., and Professional Investors Security Fund, Inc. are both engaged in activities related to real estate. On July 16, 2020, a group of creditors filed an involuntary Chapter 11 petition (Bankr. N.D. Cal. Case No. 20-30579) against Professional Investors. On July 26, 2020, Professional Financial sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 20-30604). The cases are jointly administered under Case No. 20-30604. At the time of the filing, Professional Financial disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Dennis Montali oversees the cases. Ori Katz, Esq., at Sheppard, Mullin, Richter & Hampton, LLP, is the Debtors' legal counsel. The Debtors tapped Trodella & Lapping LLP as their conflicts counsel; Ragghianti Freitas LLP as their special counsel; Weinstein & Numbers LLP as their special insurance coverage counsel; Wilson, Elser, Moskowitz, Edelman & Dicker LLP as special litigation counsel and Nardell Chitsaz & Associates as their special real estate counsel. Michael Hogan of Armanino LLP as was appointed as their chief restructuring officer. PROFESSIONAL FINANCIAL: Hires Sheppard Mullin as Legal Counsel -------------------------------------------------------------- Professional Financial Investors, Inc. and its affiliates seek authority from the US Bankruptcy Court for the Northern District of California to employ Sheppard, Mullin, Richter & Hampton LLP as general bankruptcy counsel. The Debtors require Sheppard Mullin to: a. advise and assist the Debtors with respect to compliance with the requirements of the United States Trustee; b. advise the Debtors regarding matters of bankruptcy law, including the rights and remedies of the Debtors with regard to their respective assets and with respect to the claims of their respective creditors, and applicable rules as the same may affect the Debtors in the Bankruptcy Cases; c. prepare pleadings in connection with the Bankruptcy Cases; d. represent the Debtors in any proceedings or hearings before this Court; e. take all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors' interest in negotiations concerning litigation in which the Debtors are involved; f. attend meetings and negotiating with the representatives of creditors and other parties in interest; g. conduct examinations of witnesses, claimants, or adverse parties and to preparing and assisting in the preparation of reports, accounts, and pleadings related to the Bankruptcy Cases; h. assist the Debtors in the formulation, confirmation, and implementation of a plan and any auction or sale of their assets; i. make any court appearances on behalf of the Debtors; and j. take such other action and performing such other services as the Debtors may require of Sheppard Mullin in connection with the Bankruptcy Cases. The hourly rates of the Sheppard Mullin attorneys most likely to render services in this Bankruptcy Case, which rates have been discounted by a little over 10 percent from its normal and customary hourly rates: Ori Katz Partner $985 J. Barrett Marum Partner $795 Matt Klinger Associate $665 Gianna Segretti Associate $525 The Debtors provided Sheppard Mullin a retainer totaling $245,000. Sheppard Mullin 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: Ori Katz, Esq. Sheppard, Mullin, Richter & Hampton LLP Four Embarcadero Center, 17th Floor San Francisco, CA 94111-4109 Tel: 415-434-9100 Fax: 415-434-3947 Email: okatz@sheppardmullin.com About Professional Financial Investors Professional Financial Investors, Inc., and Professional Investors Security Fund, Inc. are both engaged in activities related to real estate. On July 16, 2020, a group of creditors filed an involuntary Chapter 11 petition (Bankr. N.D. Cal. Case No. 20-30579) against Professional Investors. On July 26, 2020, Professional Financial sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 20-30604). The cases are jointly administered under Case No. 20-30604. At the time of the filing, Professional Financial disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Dennis Montali oversees the cases. Ori Katz, Esq., at Sheppard, Mullin, Richter & Hampton, LLP, is the Debtors' legal counsel. The Debtors tapped Trodella & Lapping LLP as their conflicts counsel; Ragghianti Freitas LLP as their special counsel; Weinstein & Numbers LLP as their special insurance coverage counsel; Wilson, Elser, Moskowitz, Edelman & Dicker LLP as special litigation counsel and Nardell Chitsaz & Associates as their special real estate counsel. Michael Hogan of Armanino LLP as was appointed as their chief restructuring officer. PROFESSIONAL FINANCIAL: Seeks Bankruptcy Relief ----------------------------------------------- Will Houston, writing for Marinij, reports that two Novato real estate investment companies under federal investigation for suspected financial misconduct have filed for bankruptcy. Professional Financial Investors Inc. and its primary fund, Professional Investors Security Fund Inc., sought Chapter 11 protection in the U.S. District Court of Northern California in July. In a declaration to the court, Michael Hogan -- a corporate restructuring officer hired by the companies' legal team in June -- summarized what he described as a three-decade-old "Ponzi scheme-like operation" by the two companies and its late owner, Kenneth Casey. Hogan said hundreds of millions of dollars loaned to the company by investors "were used to service the debt owed to existing investors and to personally enrich Mr. Casey himself." "Others associated with the Companies also appear to have been involved and benefitted from the scheme, and this investigation is ongoing," Hogan wrote. The filing estimated there are about 1,000 victims and about 500 investors whose investments were "co-mingled with potential ill-gotten gains." Without further investments and loans being made, the two companies are unable to meet their monthly interest obligations to the various types of investors, Hogan wrote. The U.S. Securities and Exchange Commission started investigating both companies after Casey's death in May. A law firm managing the post-death transition reported financial irregularities to the SEC that month. Casey had previously pleaded guilty in federal court to multiple counts of fraud and tax evasion in the late 1990s, a fact many investors were unaware of. Three officers for the company resigned in June, including former CEO Lewis Wallach. Wallach could not be reached for comment. Charlene Albanese, Casey's ex-wife and representative of Casey's estate, also resigned as a board director for Professional Financial Investors earlier this month, according to Hogan. "On counsel's advice, I assumed an active director role in order to put in place experienced, independent professionals to protect the properties," Albanese wrote in an emailed statement. CRO Mike Hogan is now in place charged with the difficult task of forensic accounting and restructuring the company after 30 years of misconduct. Company operations are stable, Chapter 11 has been filed, and I am resigning from the director position so professionals and creditors can appoint a qualified independent director. "I am heartbroken and sick to my stomach that so many investors, myself included, have been devastated by Ken's actions," Albanese continued. "Like all of the other investors, I am waiting to see what can be preserved." The companies were marketed as a leading commercial real estate owner in Marin County, with nearly 600,000 square feet of commercial warehouse and office space and 1,000 apartments across 28 properties in Marin and Sonoma counties. The total estimated value for the properties is about $550 million, according to Hogan. The companies have about $400 million in outstanding debt and owe an additional $250 million to investors. The bankruptcy filing was submitted 10 days after a group of investors petitioned the district court to forcibly initiate bankruptcy proceedings against Professional Investors Security Fund in an effort to recover millions in frozen investments. Hogan said the company is consenting to this petition and seeks to combine the two cases. Debra Grassgreen, an attorney representing the investors seeking bankruptcy proceedings, declined comment. In a letter to the companies' more than 1,000 investorsy, Hogan said seeking bankruptcy relief was determined to be in the best interests of the companies. "As you know, we have been determining for several weeks the best process with which to manage the recovery of investor funds," Hogan wrote. "We appreciate your patience as we conducted this analysis, as we know this is a difficult time for you as an investor in PFI and PISF." Reached for comment on Tuesday, a representative for Hogan referred to the letter to investors. About Professional Financial Investors Professional Financial Investors, Inc., and Professional Investors Security Fund, Inc. are both engaged in activities related to real estate. On July 16, 2020, a group of creditors filed an involuntary Chapter 11 petition (Bankr. N.D. Cal. Case No. 20-30579) against Professional Investors. On July 26, 2020, Professional Financial sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 20-30604). The cases are jointly administered under Case No. 20-30604. At the time of the filing, Professional Financial disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Dennis Montali oversees the cases. Ori Katz, Esq., at Sheppard, Mullin, Richter & Hampton, LLP, is the Debtors' legal counsel. PROFESSIONAL FINANCIAL: Seeks to Hire Trodella & Lapping as Counsel ------------------------------------------------------------------- Professional Financial Investors, Inc. seeks authority from the US Bankruptcy Court for the Northern District of California to hire Trodella & Lapping LLP as its legal counsel. Trodella will serve as as the Debtors' conflicts counsel, effective as of the Petition Date, to handle matters in the Bankruptcy Cases for the Debtors that involve any of JPMorgan Chase Bank, Tri Counties, Bank, Opus Bank, First Foundation Bank, Poppy Bank or Heritage Bank of Commerce, and any other party with which Sheppard may have a conflict of interest in connection with its representation of the Debtors and to perform such other discrete and non-duplicative duties that may be identified by the Debtors and/or Sheppard from time to time during the Bankruptcy Cases. Trodella's fees are computed and billed on a time-expended basis in accordance with its standard hourly rate, which for Richard Lapping is $550. Trodella & Lapping does not represent any interest adverse to the Debtors or their bankruptcy estates, and is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Richard A. Lapping, Esq. Trodella & Lapping LLP 540 Pacific Avenue San Francisco, CA 94133 Tel: (415) 399-1015 Fax: (415) 651-9004 Email: Rich@TrodellaLapping.com About Professional Financial Investors Professional Financial Investors, Inc., and Professional Investors Security Fund, Inc. are both engaged in activities related to real estate. On July 16, 2020, a group of creditors filed an involuntary Chapter 11 petition (Bankr. N.D. Cal. Case No. 20-30579) against Professional Investors. On July 26, 2020, Professional Financial sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 20-30604). The cases are jointly administered under Case No. 20-30604. At the time of the filing, Professional Financial disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Dennis Montali oversees the cases. Ori Katz, Esq., at Sheppard, Mullin, Richter & Hampton, LLP, is the Debtors' legal counsel. The Debtors tapped Trodella & Lapping LLP as their conflicts counsel; Ragghianti Freitas LLP as their special counsel; Weinstein & Numbers LLP as their special insurance coverage counsel; Wilson, Elser, Moskowitz, Edelman & Dicker LLP as special litigation counsel and Nardell Chitsaz & Associates as their special real estate counsel. Michael Hogan of Armanino LLP as was appointed as their chief restructuring officer. PROFESSIONAL FINANCIAL: Taps Nardell Chitsaz as Real Estate Counsel ------------------------------------------------------------------- Professional Financial Investors, Inc. and its affiliates seek authority from the US Bankruptcy Court for the Northern District of California to hire Nardell Chitsaz & Associates LLP as commercial real estate counsel and commercial real estate litigation counsel. Nardell Chitsaz will provide the following services: a. advise and assist the Debtors with regards to real estate issues that concern the commercial properties that the Debtors either owns or manages; b. represent the Debtors in disputes with commercial tenants who rent properties that the Debtors either owns or manages; c. represent the Debtors in commercial real estate disputes with other third parties (including former owners and neighbors) concerning properties that the Debtors either owns or manages; d. represent the Debtors in proceedings or hearings before this Court that concern disputes over commercial real estate including adversary proceedings involving tenants, former owners, neighbors and other third parties; including in adversary actions filed for or against the Debtors; e. take such other action and perform such other services as the Debtors may require of the counsel in connection with the portfolio of commercial real estate properties that the Debtors either owns or manages. Nardell Chitsaz's customary hourly rates are: J. Timothy Nardell Partner $450 Houman Chitsaz Partner $425 Aaron Davis Of Counsel $350 Nardell Chitsaz has no interest adverse to the interest of the Debtors' estates, either by reason of any direct or indirect relationship to, connection with, the Debtors or for any other reason, according to court filings. The firm can be reached through: J. Timothy Nardell, Esq. Nardell Chitsaz & Associates LLP 999 Fifth Ave #230 San Rafael, CA 94901 Phone: +1 415-306-5561 About Professional Financial Investors Professional Financial Investors, Inc., and Professional Investors Security Fund, Inc. are both engaged in activities related to real estate. On July 16, 2020, a group of creditors filed an involuntary Chapter 11 petition (Bankr. N.D. Cal. Case No. 20-30579) against Professional Investors. On July 26, 2020, Professional Financial sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 20-30604). The cases are jointly administered under Case No. 20-30604. At the time of the filing, Professional Financial disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Dennis Montali oversees the cases. Ori Katz, Esq., at Sheppard, Mullin, Richter & Hampton, LLP, is the Debtors' legal counsel. The Debtors tapped Trodella & Lapping LLP as their conflicts counsel; Ragghianti Freitas LLP as their special counsel; Weinstein & Numbers LLP as their special insurance coverage counsel; Wilson, Elser, Moskowitz, Edelman & Dicker LLP as special litigation counsel and Nardell Chitsaz & Associates as their special real estate counsel. Michael Hogan of Armanino LLP as was appointed as their chief restructuring officer. PROFESSIONAL FINANCIAL: Taps Weinstein & Numbers as Special Counsel ------------------------------------------------------------------- Professional Financial Investors, Inc. and its affiliates seek authority from the US Bankruptcy Court for the Northern District of California to hire Weinstein & Numbers LLP as special insurance coverage counsel. Weinstein & Numbers will provide the following services: a. analyze the liability insurance coverage which may be available to the Debtors for claims pending against them; b. negotiate and, if necessary and appropriate, litigate with the carriers to obtain appropriate defense and indemnity contributions for those claims (however, Weinstein & Numbers will not be representing any party in the defense of the underlying claims); c. appear at settlement conferences and other proceedings as necessary and appropriate to negotiate and/or litigate with carriers regarding insurance coverage matters; and d. take such other action and performing such other services as the Debtors may require of Weinstein & Numbers in its capacity as special insurance coverage counsel. Weinstein & Numbers' customary hourly rates are: Barron Weinstein Partner $575 Alexandria Carraher Associate $395 Legal Assistant $195 Weinstein & Numbers has no interest adverse to the interest of the Debtors' estates or of any class of the Debtors' creditors, either by reason of any direct or indirect relationship to, connection with, the Debtors or for any other reason. The firm can be reached through: Barron Weinstein, Esq. Weinstein & Numbers, LLP 115 Ward St. Larkspur, CA 94939 Phone: +1 415-927-6920 About Professional Financial Investors Professional Financial Investors, Inc., and Professional Investors Security Fund, Inc. are both engaged in activities related to real estate. On July 16, 2020, a group of creditors filed an involuntary Chapter 11 petition (Bankr. N.D. Cal. Case No. 20-30579) against Professional Investors. On July 26, 2020, Professional Financial sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 20-30604). The cases are jointly administered under Case No. 20-30604. At the time of the filing, Professional Financial disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Dennis Montali oversees the cases. Ori Katz, Esq., at Sheppard, Mullin, Richter & Hampton, LLP, is the Debtors' legal counsel. The Debtors tapped Trodella & Lapping LLP as their conflicts counsel; Ragghianti Freitas LLP as their special counsel; Weinstein & Numbers LLP as their special insurance coverage counsel; Wilson, Elser, Moskowitz, Edelman & Dicker LLP as special litigation counsel and Nardell Chitsaz & Associates as their special real estate counsel. Michael Hogan of Armanino LLP as was appointed as their chief restructuring officer. PROFESSIONAL FINANCIAL: Taps Wilson Elser as Litigation Counsel --------------------------------------------------------------- Professional Financial Investors, Inc. and its affiliates seek authority from the US Bankruptcy Court for the Northern District of California to employ Wilson Elser Moskowitz Edelman & Dicker LLP as their special litigation counsel. On July 2, 2020, the Class Action was filed in the California Superior Court, Marin County wherein the Debtors were named as defendants. The claims against the Debtors include: (1) California statutory securities fraud; (2) sale of unregistered securities; (3) breach of fiduciary duty; (4) negligent misrepresentation; and (5) breach of contract. On or about July 8, 2020, the Insurer retained Wilson Elser to represent the Debtors in connection with the Class Action, the SEC Investigation, and investigations by other governmental agencies arising out of the same facts and circumstances. Wilson Elser will continue to provide the following services to the Debtors in connection with the Class Action, the SEC Investigation, and investigations by other governmental agencies: a. gathering and producing documents in response to the SEC Investigation and investigations by other governmental agencies; b. responding to queries by the SEC and other governmental agencies in connection with the SEC Investigation; c. representing PFI in the Class Action; d. conducting examinations of witnesses, claimants, or adverse parties and preparing and assisting in the preparation of submissions, reports, accounts, and pleadings related to the Class Action, the SEC Investigation, and investigations by other governmental agencies; e. making any court appearances on behalf of PFI in the Class Action or related to the government agency investigations; and f. taking such other action and performing such other services as the Debtors may require of Wilson Elser in connection with the Class Action, the SEC Investigation, and investigations by other governmental agencies. Wilson Elser's current hourly rates are: Partner $325 Associate $275 Paralegal $100 Wilson Elser has no interest adverse to the interest of the Debtors' estate, according to court filings. The firm can be reached through: David J. Aveni, Esq. Wilson Elser Moskowitz Edelman & Dicker LLP 401 West A Street, Suite 1900 San Diego, CA 92101 Phone: 619-881-3307 Fax: 619-321-6201 Email: david.aveni@wilsonelser.com About Professional Financial Investors Professional Financial Investors, Inc., and Professional Investors Security Fund, Inc. are both engaged in activities related to real estate. On July 16, 2020, a group of creditors filed an involuntary Chapter 11 petition (Bankr. N.D. Cal. Case No. 20-30579) against Professional Investors. On July 26, 2020, Professional Financial sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 20-30604). The cases are jointly administered under Case No. 20-30604. At the time of the filing, Professional Financial disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Dennis Montali oversees the cases. Ori Katz, Esq., at Sheppard, Mullin, Richter & Hampton, LLP, is the Debtors' legal counsel. The Debtors tapped Trodella & Lapping LLP as their conflicts counsel; Ragghianti Freitas LLP as their special counsel; Weinstein & Numbers LLP as their special insurance coverage counsel; Wilson, Elser, Moskowitz, Edelman & Dicker LLP as special litigation counsel and Nardell Chitsaz & Associates as their special real estate counsel. Michael Hogan of Armanino LLP as was appointed as their chief restructuring officer. PURDUE PHARMA: Bankruptcy Consulting and Legal Fees Reached $300M ----------------------------------------------------------------- Paul Schott, writing for CT Insider, reports that OxyContin maker Purdue Pharma has incurred approximately $277 million in litigation and bankruptcy fees since filing for Chapter 11 protection last September -- surpassing comparable expenditures last year, according to court filings. The outlay includes about $134 million in cash payments from September until June 30 to retained professionals to help Purdue and other parties navigate the federal bankruptcy case and work toward a potential settlement of the thousands of lawsuits against the company. It also factors in unpaid amounts and expenditures that have been offset against existing retainers. About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. The Debtors' consolidated balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain oversees the cases. The Debtors tapped Davis Polk & Wardwell LLP and Dechert LLP as legal counsel; PJT Partners as investment banker; AlixPartners as financial advisor; and Prime Clerk LLC as claims agent. Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A. represent the official committee of unsecured creditors appointed in Debtors' bankruptcy cases. David M. Klauder, Esq., was appointed as fee examiner. The fee examiner is represented by Bielli & Klauder, LLC. PURDUE PHARMA: Court Bans More Payments to Political Groups ----------------------------------------------------------- Paul Schott, writing for CT Insider, reports that bankrupt OxyContin maker Purdue Pharma cannot make any additional contributions to the national Democratic and Republican attorneys general's associations or other AG-focused groups, according to a new court mandate. Judge Robert Drain's order responded to a creditors committee's request for Purdue to seek court approval before making further payments to political groups after recent filings showed that it had given a total of $185,000 to governors' and attorneys general's groups since filing for bankruptcy last September. Those disclosures soon led to the return of those funds. About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. The Debtors' consolidated balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain oversees the cases. The Debtors tapped Davis Polk & Wardwell LLP and Dechert LLP as legal counsel; PJT Partners as investment banker; AlixPartners as financial advisor; and Prime Clerk LLC as claims agent. Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A. represent the official committee of unsecured creditors appointed in Debtors' bankruptcy cases. David M. Klauder, Esq., was appointed as fee examiner. The fee examiner is represented by Bielli & Klauder, LLC. R.E.X. INC: Seeks Approval to Hire Accountant --------------------------------------------- R.E.X., Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ an accountant. The Debtor wishes to employ Paul Khoury as accountant. Mr. Khoury assures the court that he has no connection with the creditors or any other party in interest, or their respective attorneys. Khoury seeks to be paid as follows: a. preparation of Monthly Operating Reports at the rate of $75 per report. b. $200 per hour in connection with preparation of payroll, payroll tax returns, and other financial records necessary to the administration of the case. Mr. Khoury assures the court that he has no connection with the creditors or any other party in interest, or their respective attorneys. The accountant can be reached through: Paul Khoury, CPA 708 28th St. Vienna, WV 26105 Phone: +1 304-295-0316 About R.E.X. Inc. R.E.X., Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D.W.Va. Case No. 20-30290) on July 27, 2020. The Debtor hired Caldwell & Riffee, PLLC, as counsel. RADIATE HOLDCO: S&P Affirms 'B' ICR on Predictable Earnings Growth ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B' issuer credit rating because it believes U.S.-based cable provider Radiate Holdco LLC will restore leverage to below 7x within the next year given increasing demand for high-margin residential internet connections that it projects (combined with the absence of one-time COVID-19 costs) will result in EBITDA growth of 6%-8% for at least the next two years. "We have also increased our estimated stressed enterprise value (EV) used in our recovery analysis to reflect recent fiber investments and edge out activity, a successful integration of Wave assets, and modest EBITDA benefit from the planned acquisition of enTouch," S&P said. "Therefore, we have assigned a 'B' issue-level rating and '3' recovery rating to Radiate's proposed secured debt and a 'CCC+' issue-level rating and '6' recovery rating to Radiate's proposed unsecured notes," the rating agency said. While leverage is elevated for the rating, S&P expects it to decrease fairly rapidly given predictable earnings growth. It believes the biggest risk to its forecast is the resumption of stricter quarantine conditions, which could result in rising salaries or bad debts again later in 2020 or into 2021. Still, S&P believes these costs would be temporary and business conditions remain favorable for Radiate even in a recessionary environment. Therefore, the rating agency does not expect leverage to remain above 7x for a sustained period, underpinning the stable outlook. S&P views the risk of releveraging as low over the next year, despite a potential exit from private-equity owner TPG, which has owned Radiate since 2016. The proposed debt has a portability feature that would not trigger a change of control redemption if sold to another financial buyer as long as pro forma ratings and outlook are no worse than existing. S&P believes this makes Radiate more attractive to potential buyers because it could eliminate the need for them to undertake a costly refinancing effort while simultaneously locking in currently low interest rates. But more importantly, it provides lenders protection against a leveraging exit because those benefits would be forfeited if the ratings are lowered. The rating agency believes Radiate is well positioned to grow EBITDA 6%-8% per year in the current recession, given the importance of fast and reliable internet connections it offers. It believes this dynamic is only reinforced in the current pandemic where videoconferencing substitutes for in-person business meetings, schools conduct virtual classes, and streaming video is more prevalent for entertainment purposes. S&P has a fairly high degree of confidence in its forecast given that residential internet accounts for the vast majority of earnings and cash flow. S&P does not expect residential high-speed data (HSD) churn to increase in a prolonged economic recession given the utility-like nature of internet service. In the last recession of 2008-2009, fast internet was not as vital as at present and penetration rates were much lower. Still, HSD subscribers and penetration both increased across the industry during that time (albeit at a decelerating pace). S&P has greater confidence that this trend will persist through the current recession given how embedded the internet is in consumers' lives. "While traditional video subscribers will continue to flee the ecosystem in favor of streaming alternatives, we expect the impact on Radiate's earnings and cash flow will be minimal. Supporting our view is rising programming costs that have compressed EBITDA margins substantially to the point that video currently accounts for a very small percent of total earnings. In fact, as customers move to internet-based video consumption, there are opportunities for Radiate to upsell to faster, more expensive speed tiers," S&P said. S&P believes the largest risk from the recession is declining demand from small to midsize business (SMB) customers. Radiate serves a number of SMB customers such as dry cleaners, restaurants, retail stores, etc. that have either temporarily suspended operations or could permanently go out of business. However, SMB customers only account for about 6% of Radiate's total sales. While the number of commercial customers declined about 3% in the second quarter of 2020, total commercial services revenue (15% total sales) was actually up 2.5% for the same quarter year over year as large enterprises demand more bandwidth. Therefore, S&P does not believe lower commercial services revenue represents a significant risk to overall EBITDA growth in the rating agency's base-case forecast. The stable outlook reflects S&P's expectation for Radiate Holdco LLC's credit measures to improve over the 12-18 months, mainly because of earnings growth, with debt to EBITDA approaching the low-6x area by the end of 2021 from about 7.2x pro-forma for the last-12-months ended June 30, 2020. "We could lower the ratings if debt to EBITDA remains above 7.0x, which could be because of slower EBITDA growth of 0%-2% over the next year. Although not likely in our view, this this would occur if commercial services revenue substantially declines or residential HSD churn associated with the recession increases," S&P said. "Although unlikely, we could raise the rating if the company's private equity owners clearly articulate a credible, revised financial policy for leverage to remain below 5.5x over the longer term," the rating agency said. RED PLUM LG: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Red Plum LG, LLC 905 South Road Belmont, CA 94002 Business Description: Red Plum LG, LLC classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: September 10, 2020 Court: United States Bankruptcy Court Northern District of California Case No.: 20-30710 Debtor's Counsel: Stacie L. Power, Esq. POWER LAW, P.C. 1058 Mangrove Avenue Suite C Chico, CA 95926 Tel: 530-576-5740 Fax: 888-790-2216 Email: stacie@powerlawpc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mitesh Patel, managing member. The Debtor stated it has no unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/BKJG3NQ/Red_Plum_LG_LLC__canbke-20-30710__0001.0.pdf?mcid=tGE4TAMA REMINGTON OUTDOOR: Sandy Hook Group Wants Suit to Continue ---------------------------------------------------------- New York Post reports that the parents of children slain in the Sandy Hook school shooting in 2012 said creditors of Remington should allow their lawsuit against the gunmaker to continue despite the firm's move to file for bankruptcy protection. Creditors including JPMorgan should "do the right thing," according to a statement from the families involved in the lawsuit. "Leave our case intact so that we can shed light on Remington's reckless decisions to help ensure that your family doesn't have to endure the never-ending heartache of losing your child to preventable gun violence," the statement read About Remington Outdoor Remington Outdoor Company, Inc., and its affiliates are manufacturers of firearms, ammunition and related products for commercial, military, and law enforcement customers throughout the world. They operate seven manufacturing facilities located across the United States. The companies' principal headquarters are located in Huntsville, Alabama. On March 25, 2018, Remington Outdoor Company, Inc. and 12 affiliated debtors sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 18-10684) to seek confirmation of a prepackaged plan of reorganization. Remington exited bankruptcy in May 2018 after winning approval of its plan. Remington Outdoor Company and its affiliates again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Lead Case No. 20-81688) on July 27, 2020. At the time of the filing, the Debtors disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Clifton R. Jessup Jr. oversees the present cases. In the recent cases, the Debtors tapped O'Melveny & Myers LLP as their bankruptcy counsel, Burr & Forman LLP as local counsel, M-III Advisory Partners LP as financial advisor, Ducera Partners LLC as investment banker, and Prime Clerk LLC as notice, claims and balloting agent. The U.S. Bankruptcy Administrator for the Northern District of Alabama appointed a committee of unsecured creditors on Aug. 6, 2020. The committee is represented by Fox Rothschild, LLP and Baker Donelson Bearman Caldwell & Berkowitz, PC. RETAIL SOLUTIONS: Hires Jeffrey B. Cohn PC as Corporate Counsel --------------------------------------------------------------- Retail Solutions, LLC, seeks authority from the United States Bankruptcy Court for the District of Arizona to hire the Law Offices of Jeffrey B. Cohn, P.C. as its corporate counsel. Services Jeffrey B. Cohn will render are: a. provide the Debtor with legal advice with respect to general corporate matters; b. represent the Debtor in connection with business negotiations involving affiliates, employees, and vendors arising with or during the course of operations; c. represent the Debtor in litigation involving vendor and supplier claims as necessary; and d. prepare necessary agreements, negotiations and documentation arising in the course of continuing business operations. Jeffrey Cohn, Esq. will undertake representation of the Debtor at his standard hourly rate at $300. The Debtor paid the firm a retainer of $50,000. From the retainer, $15,810 was applied to pre-petition fees and costs, and $34,190 is held in JBC IOLTA Trust Account. Jeffrey Cohn represents no interest adverse to the Debtor or the estate in the matters upon which it is to be engaged, according to court filings. The firm can be reached through: Jeffrey B. Cohn, Esq. LAW OFFICES OF JEFFREY B COHN PC 7234 Shoeman Ln. Scottsdale, AZ 85251 Phone: (480) 423-1441 About Retail Solutions, LLC Retail Solutions, LLC provides business consulting services. Retail Solutions, LLC filed its volutary petition for relied under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-09357) on August 14, 2020. In the petition signed by Jed Bradshaw, manager, the Debtor estimated $1 million to $10 million in both assets and liabilities. Michael A. Jones, Esq. at ALLEN BARNES & JONES, PLC represents the Debtor as counsel. RETAIL SOLUTIONS: Seeks to Hire Hasslacher Tax as Accountant ------------------------------------------------------------ Retail Solutions, LLC, seeks authority from the United States Bankruptcy Court for the District of Arizona to hire Hasslacher Tax and Financial LLC as its accountant. Retail Solutions requires Hasslacher Tax to: a. provide the Debtor with accounting advice and guidance regarding daily business activity, cash flow and general management; b. review Debtor's bookkeeping and consolidations; c. assist with preparation of monthly reports required by the United States Trustee; and d. prepare post-petition yearly state and federal tax returns. Hasslacher Tax will charge its standard hourly rate of $200 for services performed by John Hasslacher. Mr. Hasslacher, member of Hasslacher Tax, assures the court that the firm represents no interest adverse to the Debtor or the estate in the matters upon which it is to be engaged and is a disinterested party within the meaning of 11 U.S.C. Sec. 101(14). The firm can be reached through: John Hasslacher Hasslacher Tax and Financial LLC 42104 N Venture Dr Ste B130, Phoenix, AZ 85086 10220 W. Bell Road Ste 108, Sun City, AZ 85351 Phone: Anthem: 623-551-2332 Sun City: 623-974-4778 Fax: 623-974-4511 About Retail Solutions, LLC Retail Solutions, LLC provides business consulting services. Retail Solutions, LLC filed its volutary petition for relied under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-09357) on August 14, 2020. In the petition signed by Jed Bradshaw, manager, the Debtor estimated $1 million to $10 million in both assets and liabilities. Michael A. Jones, Esq. at ALLEN BARNES & JONES, PLC represents the Debtor as counsel. RHA/AFFORDABLE HOUSING: S&P Alters Revenue Bond Outlook to Stable ----------------------------------------------------------------- S&P Global Ratings revised the outlook to stable from negative and affirmed its 'BB-' rating on Public Finance Authority, Wis.' multifamily rental housing revenue bonds (RHG Developments) series 2012A and 2012 A-T for the Columbia Meadows and Winston Summit project. "The rating action primarily reflects the implementation of our criteria "Methodology For Rating U.S. Public Finance Rental Housing Bonds," published April 15, 2020, on RatingsDirect," said S&P Global Ratings credit analyst Jose Cruz. The rating is no longer under criteria observation. The one-year stable outlook reflects S&P's opinion of the revenue stream's likely stability as a result of long-term Section 8 housing assistance payment contracts and strong historical occupancy. Furthermore, the contract rent for Winston Summit increased significantly, which could stabilize the project's financial performance. The bonds were issued to refinance and rehabilitate two affordable multifamily rental housing projects: Columbia Meadows Apartments in Columbia, Tenn., and Winston Summit Apartments in Winston-Salem, N.C. Both Columbia Affordable Housing L.L.C. and Winston Affordable Housing L.L.C. have RHG Affordable Housing II Inc. as their sole member. RHG Affordable Housing II (formerly RHA/Affordable Housing II Inc.) is an affiliate of RHA/Housing Inc. RHINO BARE: Seeks to Hire Leslie Cohen Law as Counsel ----------------------------------------------------- Rhino Bare Projects LLC seeks authority from the United States Bankruptcy Court for the Central District of California to hire Leslie Cohen Law, PC as its counsel. Rhino Bare 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, $ $2,535 was expended on pre-petition services and the petition filing fee, leaving the balance of $39,182 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 Rhino Bare Projects LLC Rhino Bare Projects LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-16889) on July 30, 2020. In the petition signed by Victor Galam, managing member, the Debtor estimated $10 million to $50 million in both assets and liabilities. Leslie Cohen, Esq. at LESLIE COHEN LAW PC represents the Debtor as counsel. SANAM CONYERS: Court Confirms Janam Madison's First Amended Plan ---------------------------------------------------------------- Bankruptcy Judge Wendy L. Hagenau issued an order confirming Debtor Janam Madison Lodging, LLC,'s First Amended Plan of Reorganization filed on May 11, 2020. After review and consideration, the Court found all the requirements for confirmation set forth in Section 1129 have been satisfied with respect to the Amended Plan and confirmation is appropriate. The Debtor is a small business debtor that operates a 56-room Red Roof Inn and Suites hotel in Madison, Georgia. The Debtor was formed in 2015 and is owned by Sunita Patel (80%) and Galaxy Management, LLC (20%) which is wholly owned by Sunita Patel. Sunita Patel and Galaxy managed the Debtor pre-petition. The Debtor purchased the hotel in February 2016 for $1,850,000. Sunita Patel contributed approximately $300,000 towards the purchase and the Debtor financed the balance with loans from NOA Bank and the U.S. Small Business Administration. The note held by NOA Bank was later assigned to GRP Capital, LLC and Drs. Kiran & Pallavi Patel 2017 Foundation for Global Understanding, Inc. (the "Patel Group") in late 2018 (the "Patel Note"). In 2017, the hotel switched flags from EconoLodge to a Red Roof Inn and Suites franchise. In January 2019, a fire caused extensive damage to the hotel and the hotel closed from the middle of January 2019 through April 2019. When the hotel reopened, a number of rooms remained closed due to the fire damage. The Debtor filed for relief under Chapter 11 of the Bankruptcy Code on March 26, 2019. The Debtor filed a disclosure statement and Chapter 11 plan of reorganization on Feb. 25, 2020. The Court conditionally approved the disclosure statement and set a final hearing on the disclosure statement and confirmation of the Debtor's plan for April 2, 2020. Shortly after the Debtor filed its disclosure statement and plan of reorganization, the COVID-19 pandemic hit. The Debtor sought to continue the hearing on confirmation and to extend the time to confirm the plan to verify its income projections in light of the pandemic. The Court held a telephonic hearing on April 2, 2020 and continued the hearing to May 12, 2020. The Debtor filed an amended disclosure statement and Amended Chapter 11 Plan of Reorganization on May 11, 2020. The Court held a hearing on May 12, 2020, after which it conditionally approved the Debtor's amended disclosure statement, set June 17, 2020 as the deadline to change a prior ballot or to cast a new ballot for the Amended Plan, and scheduled a final hearing on the amended disclosure statement and confirmation of the Amended Plan for June 25, 2020. The Amended Plan contemplates the Debtor will retain the hotel and Sunita Patel, with the assistance of Brandon Snuffer, will manage it. The Debtor intends to pay all claims over time. The Amended Plan provides on the Effective Date, Debtor must pay administrative expenses, the cure cost to Red Roof Inn, and the administrative convenience class. The Debtor will make payments over 24 months to the Internal Revenue Service, Georgia Department of Revenue, and the City of Madison. The monthly payment according to the evidence is $1,887.43. The Amended Plan, as orally amended at the hearing, requires monthly payments to the Patel Group in the amount of $6676.43 for 60 months, and payment in full in month 61. The Debtor will pay the SBA's claim in the amount of $618,094.61 at a rate of $2,714 a month. The SBA debt is due in full on its original maturity date of May 1, 2036. The Amended Plan proposes to pay the claim of Ascentium, which loaned money for furniture and equipment, in the amount of $223,164.45 by paying interest only in the amount of $976.45 a month for 48 months and paying the principal due in month 49. Finally, the Amended Plan proposes to pay general unsecured creditors in Class G from a pool of $4000 a quarter for the first two years (until priority tax claims are paid) and then from a pool of $8000 a quarter until paid in full. Total general unsecured claims in this class are approximately $150,000. After evaluating the Plan, Judge Hagenau found that 11 U.S.C. Section 1129(a)(5) is met because the Amended Plan discloses the Debtor will be managed by Sunita Patel, the 80% individual owner of the Debtor and the 100% owner of the company (Galaxy) that owns the remaining 20% of the Debtor. Ms. Patel will not receive compensation until unsecured creditors are paid. While the Patel Group raised questions about Ms. Sunita Patel's ability to manage the Debtor, the Court found her to be credible and to fully understand the operations of the hotel. She has adequately explained why she was unable to manage the Property at the beginning of the case and to handle the many financial reports required in bankruptcy, and she has satisfied the Court that, with Mr. Snuffer's assistance, she can adequately manage the Debtor. Judge Hagenau added that Section 1129(a)(7) is met as the creditors will receive under the Amended Plan what they would receive in a Chapter 7 liquidation. Upon liquidation of the Debtor's sole asset, the hotel, the current value of the Property is sufficient to pay the Patel Group but not sufficient to pay the secured SBA claim or secured Ascentium claim in full. The unsecured creditors would receive no distribution. Section 1129(b) allows a plan to be confirmed even if all classes have not accepted the plan under 1129(a)(8), provided the plan is fair and equitable. With respect to secured claims (both Classes C and D), fair and equitable means the holder of the claim retains its lien in the assets securing its allowed claim (to the extent of its allowed claim) and the holder receives deferred cash payments totaling at least the value of the collateral securing its allowed claims, or the allowed amount of its claims if there is sufficient collateral. 11 U.S.C. 1129(b)(2)(A). The proposed treatment of the Patel Group's claim in Class C and the SBA's claim in Class D satisfies these criteria. The secured creditors are retaining their liens in the allowed amounts of their claims and their claims are to be paid in full, with interest at a fair rate, which neither party contested. Judge Hagenau noted that the Debtor only prepared a budget for Year 1 and assumed it would be able to perform at least as well in subsequent years. CBRE assumed the Debtor's revenue, expenses, and net income would increase every year over the operable five-year period, and the Patel Group's expert assumed the same. The Patel Group challenged the Debtor's anticipated expenses, pointing out the Debtor had not planned to reserve for capital expenditures and any upgrades required by Red Roof Inn. Certainly, it is wise to plan for unanticipated expenses. The Patel Group's experts, however, assumed an increase in net income each year that would provide a cushion for the Debtor, and the Debtor expects to do better in future years even though it planned for no increase in income. Additionally, no evidence was presented as to any specific items that needed to be planned for or replaced, and counsel for Red Roof Inn stated the Debtor was in compliance with all Red Roof Inn requirements. The Court found the Debtor's projection of expenses to be reasonable and concludes it is reasonably probable the Debtor can make all the monthly payments required under the plan. The Court recognized that feasibility is not a crystal ball, and nothing is certain. After evaluating each element of the Debtor's case, including the Debtor's expected revenue, anticipated expenses, required Amended Plan payments, and the appreciation in value of the Property, the Court concluded it is reasonably probable the Debtor can fully perform its Amended Plan. Accordingly, the Court found the Amended Plan is feasible. The bankruptcy case is in re: SANAM CONYERS LODGING, LLC, CHAPTER 11, Debtor, ase No. 19-54798-WLH (Bankr. N.D. Ga.). A copy of the Court's Order dated August 14, 2020 is available at https://bit.ly/3k2yOy4 from Leagle.com. About Janam Madison Janam Madison owns and operates a single hotel located at 1972 Eaton Rd. Madison, GA 30650 d/b/a Red Roof Inn and Suites which was purchased in February 2016 for $1,850,000. The Hotel has 56 guest rooms. At the time the Hotel was acquired, Sunita Patel contributed approximately $300,000 and financed the balance of the purchase through loans with NOA Bank and the U.S. Small Business Administration. Equity interests are held by Sunita Patel, having 80 membership units, and Galaxy Management, having 20 membership units. Galaxy Management, LLC, in turn, is owned 100% by Sunita Patel. Janam Madison Lodging, Inc., along with related debtor entities, filed a Chapter 11 petition on March 26, 2019 in the U.S. Bankruptcy Court for the Northern District of Georgia. Their cases are jointly administered In re Sanam Conyers Lodging, LLC (Bankr. Lead Case No. 19-54798). Judge Wendy L. Hagenau oversees the cases. Danowitz Legal, PC, is the Debtors' counsel. SAVE MONEY: Examiner Hires Bast Amron as Legal Counsel ------------------------------------------------------ Scott N. Brown, as examiner of Save Money and Retain Temperature, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to retain Bast Amron LLP as its attorney. The Examiner requires Bast Amron to represent and assist him in fulfilling his duties as examiner in the Chapter 11 bankruptcy proceedings. Bast Amron will be paid at these hourly rates: Attorneys $275 to $595 Paraprofessionals $205 to $255 Bast Amron will also be reimbursed for reasonable out-of-pocket expenses incurred. Scott N. Brown, a partner at Bast Amron, 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. The firm can be reached through: Scott N. Brown, Esq. Bast Amron LLP SunTrust International Center One Southeast Third Avenue, Suite 1400 Miami, FL 33131 Tel: 305-379-7904 Fax: 305-379-7905 Email: sbrown@bastamron.com About Save Money and Retain Temperature Save Money and Retain Temperature, LLC, is a general contractor, focusing on obtaining clients who have insurance claims relating to disasters like hurricanes. It finds the clients, obtains an assignment of their insurance claim, hires attorneys to prosecute claims against the insurance companies, and in the meantime commences repairs on the clients' property generally before any collection of insurance proceeds. The actual repairs are undertaken by a "project manager" and various subcontractors. Save Money and Retain Temperature sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-04090) on April 30, 2019. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million and liabilities of the same range. Santana, Byrd & Jaap, P.A., is the Debtor's bankruptcy counsel. Makris & Mullinax, P.A., Kling Law, P.A., Cohen Law Group, Kovar Law Group, serve as special counsels. SHEARER'S FOODS: S&P Alters Outlook to Stable, Affirms 'B-' ICR --------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on U.S.-based Shearer's Foods LLC and revised the outlook to stable from positive after the company proposed to issue a new $985 million first-lien term loan due 2027 and new $340 million second-lien term loan due 2028. The $1.3 billion in debt, along with about $91 million in cash on the balance sheet will refinance about $997 million of existing debt, fund a $388 million dividend, and cover $31 million in estimated transaction fees and expenses. S&P is assigning its 'B-' issue-level and '3' recovery ratings to the proposed first-lien term loan and its 'CCC' issue-level and '6' recovery ratings to the proposed second-lien term loan. The rating agency will withdraw the issue-level ratings on the existing first- and second-lien term loans when this transaction closes. All ratings are based on preliminary terms and are subject to review of final documentation. "The stable outlook reflects our expectation for steady operating performance over the next 12 months. We believe that snacking trends will remain robust, but the company's debt leverage will remain high," S&P said. The company's operating performance has improved, but the debt-financed dividend increases leverage. S&P estimates pro forma leverage without the preferred will rise to about 7.1x for the 12 months ended June 27, 2020, from 5.4x before the dividend. The dividend will reduce the company's preferred stock balance to about $708 million from $1.1 billion, resulting in pro forma leverage including the preferred stock as debt, of about 10.7x compared with 11x before the deal, for the 12 months ended June 27, 2020. The preferred stock will continue to accrete at an 11% annual payment-in-kind rate. Through the first nine months of fiscal 2020, the company's revenues grew 4.5% compared with last year and EBITDA grew over 25%. For the 12 months ended June 27, 2020, the company's EBITDA margin expanded to about 15.1% from 12% in the same prior-year period. The company generated over $100 million in operating cash flow through the first nine months of the year. Shearer's has improved profitability and cash flow during 2019 and 2020 and has lapped past plant integration issues. However, with the increase in debt as part of this transaction, leverage will remain elevated and annual cash interest costs will rise by over $10 million. The company's core salty snack product portfolio and large private-label business are positioned for good growth. S&P believes that Shearer's will continue to benefit from heightened demand due to increased food-at-home consumption as a result of the pandemic. Large branded packaged food companies continue to rely on contract manufacturers and retailers will focus on private label, especially if a recession persists. These trends, combined with mid-single-digit growth in the salty snack category (according to Euromonitor), should continue to fuel top-line growth, which S&P expects to be in the low-single-digits. Margins should also expand as the company's capacity utilization benefits from more contract manufacturing demand with existing customers that are looking to outsource their production. Private label is also benefiting from retailers increasing their offerings because private label offers them a higher margin. Millennials and Generation Z are also less brand-loyal, leading to greater demand for private-label products. Shearer's is the largest national salty snack private-label and contract manufacturer with an extensive manufacturing footprint, which gives it a competitive advantage. Shearer's has 12 manufacturing facilities across North America, allowing it to cost-effectively service its customers nationally with lower distribution costs. Its scale also provides greater ability to serve large customers and the ability to leverage current capacity to support future growth. The company recently acquired a facility in Fort Worth, Texas that will expand its reach in the Southwestern U.S. The company expects to invest just under $40 million in additional capital expenditures (capex) to upgrade the facility and add production capacity, and expects it to be fully operational by fiscal 2021. S&P does not anticipate material operational disruption from onboarding this plant, but there is some execution risk, especially training new employees and ramping up production efficiently. Event risk remains given the company's financial sponsor ownership and acquisitive growth strategy. As part of this transaction, Shearer's majority owner, Ontario Teacher's Pension Fund, is realizing most of its invested capital. It has been invested since 2012, along with Wind Point Partners. S&P believes the sponsors will likely continue to seek to exit their investment over the next few years. It believes event risk remains and that leverage will remain high because the company may re-embark on its acquisitive growth strategy as a consolidator in its space now that its cash flow profile has improved." The company has not made a sizeable transaction since its 2015 Barrel O'Fun acquisition. "The stable outlook reflects our expectation that the company's profitability and cash flow to remain solid given the heightened demand for snacking items, especially amid the pandemic. In addition, it incorporates our view that leverage will remain near current levels," S&P said. S&P could lower the rating if the company's sponsors pursue additional debt-funded shareholder returns or if operating performance deteriorates, leading to sustained weak operating cash flow, possibly constrained liquidity, and a decline in EBITDA to cash interest coverage to below 1.2x. Operational deterioration could occur if the company loses key customers, has several plant closures or disruptions due to the pandemic, or if input cost inflation results in substantial margin contraction. "We could raise the rating if the company demonstrates more conservative financial policies while maintaining improved profitability and cash flow. We believe this could occur if the company does not make additional large, debt-financed dividends or acquisitions," the rating agency said. SHILOH INDUSTRIES: Hahn Loeser Represents AK Steel, Monarch ----------------------------------------------------------- In the Chapter 11 cases of Shiloh Industries, Inc., et al., the law firm of Hahn Loeser & Parks LLP submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing AK Steel Corporation and Monarch Steel Company. As of Sept. 10, 2020, the Creditors and their disclosable economic interests are: AK Steel Corporation 9227 Centre Pointe Drive West Chester, Ohio 45069 * Unsecured claim for goods sold and delivered prior to the petition date, a portion of which may be entitled to administrative expense priority under section 503(b)(9) of the Bankruptcy Code / Amount of Claim as set forth on Debtors' petition: $2,900,544.00. * HLP was contacted to represent AK Steel in the Debtors' chapter 11 cases. Monarch Steel Company 4650 Johnston Parkway Cleveland, Ohio 44128 * Unsecured claim for goods sold and delivered prior to the petition date, a portion of which may be entitled to administrative expense priority under section 503(b)(9) of the Bankruptcy Code / Amount of Claim as set forth on Debtors' petition: $239,700.00. * HLP was contacted to represent Monarch Steel in the Debtors' chapter 11 cases. HLP has not, at any time during its representation of the Creditors, owned any claim against or interest in the above-captioned Debtors, except to the extent that HLP or one or both of the Creditors may at some future time seek to have HLP's fees and expenses incurred in HLP's representation of either or both of the Creditors paid by the Debtors' estate pursuant to contract, title 11 of the United States Code, or other applicable laws or rules. HLP submits this statement out of an abundance of caution, and nothing herein should be construed as an admission that the requirements of Bankruptcy Rule 2019 apply to HLP's representation of the Creditors. Further, nothing contained in this statement should be construed as: (i) a limitation upon, or waiver or release of, any right, claim, cause of action, interest, defense, or remedy of any Claimant against any of the Debtors or otherwise; or (ii) an admission with respect to any fact or legal theory. The information contained in this statement is intended only to comply with Bankruptcy Rule 2019, if and to the extent applicable, and is not intended for any other use or purpose. By submitting this statement, the undersigned verifies, on behalf of HLP, that it is true and correct to the best of HLP's knowledge. Counsel for AK Steel Corporation and Monarch Steel Company can be reached at: Lawrence E. Oscar, Esq. Daniel A. DeMarco, Esq. Hahn Loeser & Parks LLP 200 Public Square, Suite 2800 Cleveland, OH 44114 Telephone: (216) 621-0150 Facsimile: (216) 241-2824 E-mail: leoscar@hahnlaw.com dademarco@hahnlaw.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/SkeYJ6 About Shiloh Industries Shiloh Industries, Inc. and its subsidiaries are global innovative solutions providers focusing on lightweighting technologies that provide environmental and safety benefits to the mobility markets. On Aug. 30, 2020, Shiloh Industries and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Lead Case No. 20-12024). The petitions were signed by Lillian Etzkorn, authorized person. The Debtors reported total consolidated assets of $664,170,000 and total consolidated debts of $563,360,000 as of April 30, 2020. Jones Day and Richards, Layton & Finger P.A. have been tapped as legal counsel of the Debtors. Houlihan Lokey Capital Inc serves as the Debtors' financial advisor; Ernst & Young LLP serves as restructuring advisor; and Prime Clerk LLC serves as claims and noticing agent. SIMPLE SITEWORK: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Simple Sitework, Inc. 20655 Sullivan Road New Caney, TX 77357 Business Description: Simple Sitework, Inc. Inc. is a locally owned and operated company providing residential and commercial sitework throughout Southeast Texas. Chapter 11 Petition Date: September 11, 2020 Court: United States Bankruptcy Court Southern District of Texas Case No.: 20-34508 Judge: Hon. Jeffrey P. Norman Debtor's Counsel: Margaret M. McClure, Esq. LAW OFFICE OF MARGARET M. MCCLURE 909 Fannin, Suite 3810 Houston, TX 77010 Tel: 713-659-1333 Email: margaret@mmmcclurelaw.com Total Assets: $2,972,286 Total Liabilities: $3,788,016 The petition was signed by Tim Van Arsdale, president. A full-text copy of the petition containing is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/C6A3LHI/Simple_Sitework_Inc__txsbke-20-34508__0001.0.pdf?mcid=tGE4TAMA SMITHFIELD FOODS: Moody's Gives Ba1 Rating on $400MM Unsec. Notes ----------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to $400 million of senior unsecured notes being offered by Smithfield Foods, Inc. Other ratings, including Smithfield's Ba1 Corporate Family Rating are not affected. Moody's withdrew the company's SGL-1 speculative grade liquidity rating. The rating outlook is stable. Smithfield will use net proceeds from the offering, together with cash on hand, to fund the purchase of notes tendered pursuant to a concurrent tender offer for the company's $400 million 2.650% senior unsecured notes due October 2021 and $400 million 3.350% senior unsecured notes due February 2022. Any remaining proceeds will be used for general corporate purposes. As of June 28, 2020 Smithfield, had $512 million of cash. Moody's views the proposed transactions as credit positive because they will improve liquidity by extending near-term debt maturities without materially affecting interest costs or free cash flow. The following ratings/assessments are affected by the action: New Assignments: Issuer: Smithfield Foods, Inc. $400 million Senior Unsecured Notes, Assigned Ba1 (LGD4) Withdrawals: Issuer: Smithfield Foods, Inc. Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-1 The rating outlook is stable. RATINGS RATIONALE Smithfield's Ba1 Corporate Family Rating reflects its large scale and global leadership in hog production, fresh pork, and value-added packaged pork products. These strengths are balanced against high earnings volatility inherent in the protein processing industry, the company's high concentration in pork products and high exposure to commodity-like products. Smithfield's ratings are supported by its very strong liquidity. The coronavirus pandemic, deteriorating global economic outlook, low oil prices, and high asset price volatility have created unprecedented credit shocks 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 animal protein sector is heavily exposed to social risks related to responsible production, health and safety standards and evolving consumer lifestyle changes. The sector also is moderately exposed to environmental risks such as soil/water and land use, and energy & emissions impacts, among others. These factors will continue to play an important role in evaluating the overall creditworthiness of the animal protein companies such as Smithfield, particularly as the industry continues to evolve globally. Smithfield has above-average corporate governance practices, including financial policies that make a priority of maintaining strong liquidity and modest financial leverage. Debt/EBITDA is generally managed at around 2.0x during normal operating conditions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that over the next year, Smithfield may experience higher earnings volatility due to disruptions related to the coronavirus pandemic and ongoing trade tensions. But Moody's also expects that Smithfield will maintain very good liquidity and its capacity to recover to stable operating performance when conditions normalize. The ratings could be downgraded if debt/EBITDA is sustained above 2.5x or if the company's liquidity deteriorates significantly. Other events that could trigger a downgrade are partly out of the company's control, including further coronavirus-related disruptions, prolonged trade disputes in key export markets, a disease outbreak or a major protein oversupply condition. A rating upgrade could occur if Smithfield is likely to sustain debt/EBITDA below 2.0x and strong liquidity, including access to at least $1 billion of cash and undrawn committed multi-year bank facilities. In addition, the company would need to maintain overall earnings stability and a conservative financial policy before an upgrade would be considered. The principal methodology used in these ratings was Protein and Agriculture published in May 2019. Smithfield Foods, Inc., headquartered in Smithfield, Virginia, is the world's largest pork producer and processor. Net revenue in 2019 totaled approximately $16.6 billion. Smithfield's Hong Kong-based parent company, publicly-traded WH Group Limited, is an investment holding company that owns 100% of Smithfield along with 73.4% of publicly-traded Henan Shuanghui Investment & Development Co., Ltd. (SZSE: 000895), the largest pork processor in China. SMWS GROUP: Trustee Seeks to Hire Larry Strauss as Accountant ------------------------------------------------------------- Gary A. Rosen, the appointed Trustee in the Chapter 11 case of SMWS Group, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Larry Strauss, ESQ CPA & Associates, Inc. as his accountant. The accountant will prepare all necessary state and federal tax forms for the Debtor. The accountant's hourly fees are: Partner - $430 Manager - $335 Supervisor - $295 Senior - $240 Staff - $140 Larry Strauss, Esq. assures the court that the firm is a disinterested person within the meaning of 11 U.S.C. Sec. 101(14). The firm can be reached through: Larry Strauss, Esq., CPA Larry Strauss, ESQ CPA & Associates, Inc. 2310 Smith Avenue Baltimore, MD 21209 Phone: +1 410-484-2142 About SMWS Group SMWS Group LLC is a lessor of real estate based in Germantown, Maryland. The company filed for chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 19-12941) on March 6, 2019, with estimated assets of $1 million to $10 million and estimated liabilities at $500,000 to $1 million. The petition was signed by Asia Shah, managing member. The Company previously sought bankruptcy protection on Dec. 13, 2018 (Bankr. D. Md. Case No. 18-26379). Gary A. Rosen was appointed as Chapter 11 Trustee on Oct. 16, 2019. SOUTHERN PRODUCE: Trial Not Needed in Suit vs Michael Godwin & Son ------------------------------------------------------------------ In the case captioned SOUTHERN PRODUCE DISTRIBUTORS, INC., Plaintiff, v. MICHAEL GODWIN & SON, LLC, Defendant, Adversary Proceeding No. 19-00076-5-SWH (Bankr. E.D.N.C.), Bankruptcy Judge Stephani W. Humrickhouse granted the Plaintiff's motion for summary judgment. Southern Produce Distributors, Inc. filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code on April 20, 2018. The adversary proceeding was commenced by the Debtor on May 9, 2019 seeking judgment against Michael Godwin & Son, LLC for breach of contract, action on account, and unjust enrichment. The plaintiff alleged that it provided labor and farming-related services to the defendant between July 2018 and September 2018 for which the defendant never paid the plaintiff. In support of the Motion for Summary Judgment, the plaintiff asserted that no genuine issues of material fact exist that preclude judgment in its favor. The plaintiff relied upon (1) the affidavit of Randy Swartz, (2) invoices and supporting documentation, and (3) the pleadings, responses to interrogatories, and documents produced in discovery. In opposition to the Motion for Summary Judgment, the defendant argued that a genuine issue of material fact exists as to whether or not the alleged labor and services were ever performed. The defendant's sole evidence in response to the motion is a two-page affidavit of Michael Godwin, the president and owner of the defendant. In his affidavit, Mr. Godwin denies that "any labor or services were provided to [his] company by Plaintiff anytime after July 29, 2018," states that he "did not request labor or services after [July 29, 2018]," and denies that he owes "any amount of money to Plaintiff for the alleged labor and services that they claim were provided to [him] between July 30, 2018 and September 8, 2018." The defendant argued that it has no other evidence to submit to the court because the alleged services did not occur. According to Judge Humrickhouse, under Federal Rule of Civil Procedure 56, a court "shall grant summary judgment if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." The moving party bears the initial responsibility of informing the court of the basis for its motion and identifying the portions of the record which show an absence of a genuine issue of material fact. However, Rule 56 does not require a moving party to support its motion with affidavits or other materials negating the nonmoving party's claim. On summary judgment, inferences drawn from the underlying facts must be viewed in the light most favorable to the nonmoving party. Judge Humrickhouse said that the plaintiff's affidavit showed that (1) Randy Swartz, the affiant, is the proper custodian of the books and records of the plaintiff; (2) the plaintiff and the defendant had an agreement under which the plaintiff would provide labor and farming services to the defendant at an hourly rate of $11.46 in exchange for the defendant's payment to the plaintiff for such services; (3) the plaintiff provided services to the defendant pursuant to the agreement; (4) the invoices attached to the affidavit are regularly kept business records of the plaintiff; (5) the invoices were delivered to the defendant; and (6) the defendant never paid for the services billed on Invoices 20180805, 20180812, 20180819, and 20180909. The plaintiff's affidavit provides a prima facie case for breach of contract. With the plaintiff having met its burden of providing a prima facie case, the Court said the burden shifts to the nonmoving party to a show that there is a genuine issue for trial. The defendant submitted a two-page affidavit of Mr. Godwin, who: -- denies that "any labor or services were provided to [his] company by Plaintiff anytime after July 29, 2018," -- states that he "did not request labor or services after [July 29, 2018]," and -- denies that he owes "any amount of money to Plaintiff for the alleged labor and services that they claim were provided to [him] between July 30, 2018 and Sept. 8, 2018." The affidavit does no more than deny the allegations made in the complaint. Judge Humrickhose also said the Godwin affidavit does not deny receipt of the plaintiff's invoices or set out any attempts by the defendant to dispute the invoices prior to initiation of the adversary proceeding. Furthermore, there is no affidavit or other evidence that a foreman or other defendant employee was present in the fields on the dates set out in the invoices to dispute the provision of labor by the plaintiff. The defendant was in the best position to supply information to the court but failed to do so. Any information could have created a genuine issue of material fact requiring a trial to resolve the factual disputes. The defendant also argued that the plaintiff failed to produce any information, such as the contact information for the individuals who performed the services, that would allow the defendant to refute the invoices generated by the plaintiff. Discovery was to end in this adversary proceeding on Jan. 7, 2020. The defendant did not produce any unanswered discovery in defense of the summary judgment motion. The defendant did not request to engage in additional discovery or "show[ ] by affidavit or declaration that, for specified reasons, it cannot present facts essential to justify its opposition." According to the Court, the defendant could have provided additional information, such as an affidavit of a foreman or other employee of the defendant present in the fields during the time in question. Due to the nature of farm work labor, the court did not find it unusual that the plaintiff would not be able to provide addresses or other contact information for those workers. Viewing the evidence in the best light for the defendant nonmoving party, the Court found that the defendant has failed to show that a genuine dispute for trial exists. Furthermore, the defendant has failed to ask for additional discovery and has failed to show that additional discovery would uncover a genuine dispute for trial. A copy of the Court's Order dated August 18, 2020 is available at https://bit.ly/2FzUQZS from Leagle.com. About Southern Produce Southern Produce Distributors, Inc. -- http://southern-produce.com/ -- is a provider of sweet potatoes and peppers to markets across the US, Canada, UK and Europe. Southern Produce was founded in 1942 and is based in Faison, North Carolina. Southern Produce Distributors filed for bankruptcy protection (Bankr. E.D.N.C. Case No. 18-02010) on April 20, 2018. In the petition signed by Randy W. Swartz, president and CEO, the Debtor disclosed total assets of $27.12 million and total liabilities of $19.96 million. Gregory B. Crampton, Esq., of Nichols & Crampton, P.A., serves as counsel to the Debtor. Janvier Law Firm, PLLC, serves as special counsel. SUNPOWER CORP: Reports Fiscal Year 2020 Guidance ------------------------------------------------ SunPower reports financial guidance for the fourth quarter 2020 and fiscal year 2020, reflecting the recently completed spin off of Maxeon Solar Technologies. For the fourth quarter 2020, the Company expects GAAP revenue of $330 to $370 million, GAAP net income of $0 million to $10 million, Adjusted EBITDA of $20 million to $30 million and megawatts (MW) recognized in the range of 150 MW to 170 MW. For fiscal year 2020, the company expects GAAP revenue of $1.06 billion to $1.10 billion, GAAP net income of $30 million to $40 million, Adjusted EBITDA of $20 million to $30 million and MW recognized in the range of 465 MW to 510 MW. About SunPower Headquartered in San Jose, California, SunPower Corporation -- http://www.sunpower.com/-- is a global energy company that delivers complete solar solutions to residential, commercial, and power plant customers worldwide through an array of hardware, software, and financing options and through solar power solutions, operations and maintenance services, and "Smart Energy" solutions. The Company's Smart Energy initiative is designed to add layers of intelligent control to homes, buildings and grids -- all personalized through easy-to-use customer interfaces. SunPower reported a net loss of $7.72 million for the fiscal year ended Dec. 29, 2019, a net loss of $917.5 million for the fiscal year ended Dec. 30, 2018, and a net loss of $1.17 billion for the year ended Dec. 31, 2017. As of June 28, 2020, the Company had $1.94 billion in total assets, $1.89 billion in total liabilities, and $41.30 million in total equity. SWEETPEA'S TABLE: Unsecureds Get Net Profit Over 36-Month Period ---------------------------------------------------------------- SweetPea's Table, LLC, submitted a Plan and a Disclosure Statement. The Debtor has attempted to minimize labor costs by asking the Debtor's principal's family members to work in the restaurant along with the Debtor's principal. This has resulted in many long hours, with a pay rate probably below that of minimum wage, but it is the only way the Debtor has remained profitable. In light of the downturn in income and in value of the restaurant facilities and improvements, the Debtor is going to be unable to continue to fulfill the payment requirements of its agreement with Amy's parents. Class 3 Secured Claims of BankPlus are impaired. BankPlus is secured by the restaurant building, furniture, fixtures, equipment and 4.14 acres of land location at 4646 Highway 305 North in Olive Branch, MS, and the collateral is worth approximately the amount of the claim. In order to satisfy this indebtedness, the Debtor will resume payments of principal and interest to BankPlus on Feb. 15, 2021. The Debtor will continue to maintain insurance upon the facility and to pay ad valorem taxes prior to the maturation of any tax sale. Class 4 Secured Claims of LaBelle Haven Baptist Church, Inc. is secured by a 3.2 acre lot adjoining LaBelle for an ingress/egress easement, and the collateral is worth approximately the amount of the claim. In order to satisfy this indebtedness, the Debtor will resume payments to LaBelle on March 1, 2021, and the debt will be amortized over five (5) years at 5.25%. Class 5 General Unsecured Creditors will receive the net operating profits of the Debtor over a 36-month period. Net operating profits will be determined by deducting, from gross income, the following costs and expenses: cost of operation/overhead (salaries, utilities, food costs, repairs and other operating costs), administrative expense claims, secured debt, tax claims and reserves for future tax claims. Class 6 equity security holders will maintain their ownership of the Debtor -- Amy Hughes will hold 62% and her mother, Barbara Minga, will hold 38%. The total worth of the Debtor's asset is $1,935,811.65 consisting of cash, personal and real property. A full-text copy of the Disclosure Statement dated July 27, 2020, is available at https://tinyurl.com/y6oydl87 from PacerMonitor.com at no charge. Attorney for Debtor: Craig M. Geno LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Tel: 601-427-0048 Fax: 601-427-0050 E-mail: cmgeno@cmgenolaw.com About SweetPea's Table SweetPea's Table, LLC, a privately held company in Olive Branch, Miss., filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 20-10326) on Jan. 24, 2020. In the petition signed by Teresa A. Hughes, manager, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Jason D. Woodard oversees the case. The Debtor tapped Armistead Law, PLLC and the Law Offices of Craig M. Geno, PLLC as their legal counsel. SWITCH LTD: S&P Rates New $500MM Senior Unsecured Notes 'BB' ------------------------------------------------------------ S&P Global Ratings assigned its 'BB' issue-level rating and '3' recovery rating to Switch Ltd.'s proposed $500 million senior unsecured notes due 2028. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in a simulated default. The unsecured recovery rating is capped at '3' because S&P assumes, based on empirical evidence, that the size and ranking of debt and non-debt claims will change before the hypothetical default, which could result in lower recovery than indicated by the current capital structure. The company also plans to amend and extend its revolving credit facility, pushing out its maturity by one year to 2023. Switch plans to use the proceeds from the proposed notes to fully repay $280 million of existing borrowings on the revolver, partially refinance its existing term loan B, and add cash to the balance sheet. The company's debt will then consist of an undrawn $500 million senior secured revolving credit facility due 2023, $400 million first-lien term loan B due 2024, and $500 million senior unsecured notes due 2028. "Our 'BB' issuer credit rating and secured debt rating are unchanged, as is the stable outlook. We do not expect the transaction to affect the company's credit measures, including adjusted debt to EBITDA, which we expect will remain in the mid-3x area through 2021," S&P said. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors S&P uses an income capitalization approach in valuing Switch. The rating agency believes this approach reflects the company's real estate characteristics, which include its high recurring revenue and asset ownership. Simulated default assumptions -- S&P's simulated default scenario contemplates an aggressive overexpansion of data center capacity, a prolonged contraction in business spending, and increased competition, which eventually lead to default in 2025. -- Other default assumptions include an 85% draw on the revolving credit facility, the spread on the revolving credit facility rises to 5% as covenant amendments are obtained, and all debt includes six months of prepetition interest. -- S&P assumes a 35% level of stress on net operating income (NOI), resulting in an assumed NOI at emergence from bankruptcy of about $167 million. S&P capitalizes NOI at 10%, resulting in a gross enterprise value of about $1.59 billion. Simplified waterfall -- Gross recovery value: $1.59 billion -- Net recovery value for waterfall after property-level sales and marketing costs (5%) and administrative expenses (5%): $1.51 billion -- Obligor/nonobligor valuation split: 92%/8% -- Value available for secured lenders: $1.5 billion -- Estimated senior secured debt: $830 million -- First-lien debt recovery rating: '1' (90%-100%; rounded estimate: 95%) -- Value available for unsecured lenders: $678 million -- Estimated senior unsecured debt: $506 million -- First-lien debt recovery rating: '3' (65% recovery cap) TALLGRASS ENERGY: Fitch Assigns BB- Rating on New Unsec. Notes -------------------------------------------------------------- Fitch Ratings has assigned a 'BB-'/'RR4' to Tallgrass Energy Partners, LP's (TEP) proposed issuance of senior unsecured notes. Tallgrass Energy Finance Corp. is a co-issuer of the proposed notes. Proceeds from the offering are to repay a portion of the outstanding amount under TEP's senior secured revolving credit facility. TEP's rating reflects the size of the company, the diversity of its cash flows, and the revenue-assurance features related to its two largest assets, the pipelines Pony Express and Rockies Express. TEP owns 75% of Rockies Express Pipeline LLC (ROCKIE; BBB-/Negative Outlook). Pony Express has the majority of its run-rate volumes underpinned by minimum volume commitments (MVCs), and Rockies Express obtains almost all of its revenues from take-or-pay payment obligations. Pony Express has, with the exception of 2Q20, a steady profile of volumes incremental to its aggregate MVC level, testifying to the value of its transportation path for shippers in three producing basins. The weighted average contract life for the west-bound service on Rockies Express, the more profitable service, is approximately 12 years. Concerns related to TEP include recently rising leverage. TEP's general partner has recently adopted a new distribution policy of paying out approximately $21 million per quarter, significantly below the historic run-rate. This change in distribution policy is intended to reverse TEP's recently rising leverage. Leverage is also a concern when viewed from a level above TEP, i.e., the level of Tallgrass Energy, LP (collectively referred to as Holdco are Prairie ECI Acquiror LP [B+/Negative Outlook], as borrower under a Term Loan B, and Tallgrass Energy, LP, as pledgor in said Term Loan B structure). Holdco's leverage, calculated on a method of proportionate-for-ROCKIE total debt-to-adjusted EBITDA, is expected by Fitch to be approximately 7.5x in 2021. As at the TEP level, the new distribution policy is intended to reduce consolidated Holdco leverage. The Negative Outlooks for Prairie ECI Acquiror LP and TEP are both based on counterparty credit risk. TEP has exposure to certain of its long-term shippers, on each of Pony Express and ROCKIE, which are rated lower than BB+. Of particular concern are a subset of high-yield shippers of TEP that are deemed by Fitch to have single-B category credit quality. KEY RATING DRIVERS Leverage: For both Holdco and TEP, the current forecast for leverage for 2020 represents an increase (on a proportionate consolidated basis) compared to what Fitch had previously expected. For TEP, in 2020 Fitch had expected proportionate consolidated leverage of about 6.0x, and the forecast is now for 6.2-6.3x. A portion of this increase in leverage is due to oil production shut-ins affecting Pony Express, which shut-ins can be traced to the coronavirus and the way OPEC+ reacted to the pandemic. Take-or-Pay and Minimum Volume Commitments: Historically, TEP has had low cash flow volatility. As mentioned, ROCKIE has a solid contract coverage profile, with its core west-bound service contracts supplement by partial contract coverage for the east-bound service. Pony Express has minimum volume commitments for a majority of expected throughput. A considerable amount of Pony Express capacity is under contracts that provide for a volume incentive rate structure, which historically has been a structure that has attracted significant incremental volumes. These volumes have been quite steady over time. Counter-party Credit Risk: Certain parts of TEP's business reveal a couple customers that may be nearing financial distress, or are in bankruptcy. Ultra-Petroleum Corp. affects ROCKIE, and Whiting Petroleum Corporation affects the water business of TEP. The Negative Outlook for both TEP and Holdco relates to counterparty credit risk trends, some of which date back about 12 months (with some recent up trends mixed in with the overall down trend). ROCKIE is relatively insensitive to customer credit risk movements in the 'B+'/'BB-'/'BB'/'BB+' range. Yet Fitch has concerns about some lower-rated and non-rated customers of ROCKIE. TEP's Pony Express has a degree of execution risk in achieving volumes over minimum volume commitment (MVC) levels. At Pony Express, counterparty credit volatility even in the 'B+'/'BB-' range may potentially correlate, in Fitch's view, with producer-customers not being able to keep future production level to 1Q20 (a representative historic quarter). Parent Subsidiary Linkage: Per Fitch's relevant criteria, Holdco and TEP exist in a strong subsidiary/weak parent relationship. Legal ties are weak, as, among other things, TEP does not guarantee the debt of Holdco. Operational ties are approximately weak. In particular, there is no centralized treasury. TEP has its own revolving credit facility, while Holdco at June 30, 2020 has unrestricted cash for an amount that is higher than needed to make its next several quarterly debt service payments. Given the weak ties, overall linkage is deemed to be weak. At this juncture in applying the criteria, Fitch choses to have Holdco's and TEP's IDRs be different, one from the other. The notching between the IDRs is one notch, whereas before it was two notches. One notch is more appropriate than two notches at the current time, given that Fitch now understands there is some potential for ebbs and flows as to what Holdco needs from TEP. As to ESG, TEP has a complicated ownership structure above it, which is relevant to the TEP's credit rating. Tallgrass Energy Partners, LP: Group Structure: 4, Financial Transparency: 4 Except for the matters discussed, the highest level of ESG credit relevance, if present, is a score of 3 - ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. DERIVATION SUMMARY The Key Rating Driver, on Parent Subsidiary Linkage, serves as the basis of the derivation analysis. The focus of peer analysis is on companies which make for a good comparison to the Tallgrass group's consolidated profile (a term in Parent Subsidiary Linkage Criteria). Williams (BBB-/Stable) shares with the Tallgrass group the core of the credit being two long-distance FERC regulated pipes. Williams FERC-regulated pipes are each stronger than either of Tallgrass' two largest FERC regulated pipelines. This element of superiority is balanced by Williams having a much larger gathering and processing business than Tallgrass. G&P is a higher risk business than FERC-regulated pipelines. Fitch expects Williams to have 2020 total debt-to-EBITDA in the 4.8x-5.0x range. The two families (Williams Companies, Inc. on the one side, and the Tallgrass family on the other) are separated in ratings by a large amount, and the reasons for the divergence are the leverage and size of each family. NuStar Energy (NuStar; BB-/Stable) has a FERC-regulated pipeline that carries refined products. It is the minority of the business. Yet this pipeline is stronger than either of Tallgrass' two pipelines. Fitch forecasts NuStar 2021 total debt-to-EBITDA of approximately 5.6x-6.0x. This 2021 leverage profile is similar to Fitch's forecast of leverage for TEP. However, the proportional-for-ROCKIE Holdco leverage is expected to be approximately 7.5x in 2021. Accordingly, the Tallgrass' consolidated profile is deemed to be 'b+', and, off of this 'b+', Holdco's IDR is 'B+' and TEP's is 'BB-'. KEY ASSUMPTIONS -- Fitch Price Deck of West Texas Intermediate, 2021 $42/barrel, 2022 $47, and Long-term $50, and Henry Hub 2021 and out, $2.45/thousand cubic feet. -- ROCKIE distributions and EBITDA consistent with Fitch's expectations for ROCKIE; -- The non-ROCKIE part of TEP's business absorbs some shortfalls against Fitch previous expectations related to customer bankruptcies; -- 2021 capital expenditures and investments in joint ventures falls to level significantly lower than the previous trough; -- 2021 distributions from TEP to Holdco are, for each quarter, approximately equal to the distribution declared in August 2020; RATING SENSITIVITIES Factors that could, individually or collectively, lead to a positive rating action/upgrade: -- Fitch would consider stabilizing the Outlook for TEP (and Holdco) if counterparty credit risk on MVC contracts and take-or-pay contracts (including at ROCKIE) was deemed to be lessening, and with respect to Pony Express, that volumes were forecasted to be sustainably at or above forecasted levels, all in the context of leverage in-line with Fitch's expectation; -- For TEP, if Holdco's proportionate consolidated Total Debt-to-Adjusted EBITDA is expected to be below 7.0x for a sustained period; -- if a positive rating action for Holdco occurs. Factors that could, individually or collectively, lead to a negative rating action/downgrade: -- For TEP, if Holdco's proportionate consolidated total debt-to-adjusted EBITDA (measured at the Holdco level) is expected to be above 8.0x for a sustained period; -- For both TEP and Holdco, a significant depletion of Holdco's consolidated liquidity, compared to its current liquidity position; -- For both TEP and Holdco, a large customer with a long-term take or pay (ROCKIE) contract or MVC (Pony Express) contract has a financial condition that is consistent with a potential bankruptcy filing, and the current market for the TEP's transportation service indicates the potential for a contract rejection. -- if a negative rating action for Holdco occurs. LIQUIDITY AND DEBT STRUCTURE Liquidity Adequate: As of June 30, 2020, TEP had $1.47 billion in borrowings outstanding under its credit facility and was in compliance with its covenants, leaving roughly $777 million in availability. Under Fitch's assumptions, management will work for a proactive refinancing or extension of the revolver, and the proposed offering is part of management's stated strategy in this regard. TEP currently has four series of senior secured notes outstanding with maturity dates in 2023, 2024, 2027 and 2028, so near-term maturities are limited to the revolver which matures in June 2022. Fitch believes TEP's near-term maturity obligations are manageable. On July 26, 2018, TEP and certain of its subsidiaries entered into an amendment to its existing revolving credit facility. The amendment modified certain provisions of the credit agreement to, among other things, increase the available amount of the TEP revolving credit facility to $2.25 billion, reduce certain applicable margins in the pricing grids used to determine the interest rate and revolving credit commitment fees, modify the use of proceeds to allow TEP to pay off the Tallgrass Equity, LLC revolving credit facility, and increase the maximum total leverage ratio to 5.5x. In addition to the 5.5x leverage covenant, the revolver requires TEP maintain a consolidated senior secured leverage ratio of not more than 3.75x and a consolidated interest coverage ratio of not less than 2.5x. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch typically adjusts midstream energy companies' EBITDA to exclude equity in earnings of unconsolidated affiliates but include cash distributions from unconsolidated affiliates. For additional perspective, Fitch evaluates TEP and Holdco relative to its proportionate consolidation-based leverage, which includes pro rata EBITDA and pro rata debt of levered joint ventures. For TEP and Holdco, in addition to calculating its leverage metrics inclusive of REX distributions as described Fitch has also proportionately consolidated ROCKIE in TEP and Holdco's leverage calculations to include 75% of ROCKIE EBITDA and debt in TEP and Holdco's metrics, amounts proportional to their ownership interest in the pipeline. As to ROCKIE's EBITDA, Fitch adds to operating income changes in the Contract Asset account. Lastly, Fitch reviews Holdco's Stand-alone Leverage, but unlike in the last press release for Holdco, Fitch no longer has Stand-alone Leverage in its Sensitivities. ESG CONSIDERATIONS Tallgrass Energy Partners, LP: Group Structure: 4, Financial Transparency: 4 Except for the matters discussed, the highest level of ESG credit relevance, if present, is a score of 3 - ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. TALLGRASS ENERGY: Moody's Rates New $500MM Sr. Unsec. Notes B1 -------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Tallgrass Energy Partners, LP's (TEP) proposed $500 million senior unsecured notes. TEP's negative outlook and the B1 rating on its existing senior unsecured notes are unchanged. Additionally, the ratings of Prairie ECI Acquiror LP (Prairie) including its Ba3 Corporate Family Rating (CFR), Ba3-PD Probability of Default Rating (PDR), B2 term loan rating and its negative rating outlook are unchanged. The notes are being offered to repay a portion of the outstanding balance on TEP's revolving credit facility. "While TEP's proposed notes issuance is a leverage neutral transaction and enhances the company's liquidity, it does add more term debt to the capital structure, leaving open the potential for increased debt burden if there are significantly more than projected draws on the revolver," commented Sreedhar Kona, Moody's Senior Analyst. "As such, the company's negative outlook captures the execution risk involved in the company's efforts to reduce its debt leverage to 7x by year-end 2020." Assignments: Issuer: Tallgrass Energy Partners, LP Senior Unsecured Notes, Assigned B1 (LGD4) RATINGS RATIONALE The company intends to use the net proceeds of the proposed issuance to repay a portion of the outstanding balance under the revolving credit facility. Moody's views this transaction as credit neutral as the overall debt burden of the company remains mostly unchanged. Notwithstanding the improved liquidity from the issuance of the proposed notes, it leaves open the potential for increased debt burden from revolver borrowings. The proposed senior unsecured notes are pari passu with the existing senior unsecured notes and are rated B1, one notch below Prairie's Ba3 CFR, reflecting their subordinated claim to TEP's $2.25 billion revolving credit facility (unrated), which has a senior secured priority claim to TEP's assets. TEP's unsecured notes are also in a structurally superior position within the capital structure and priority claim to the assets compared to Prairie's $1.5 billion senior secured term loan that is rated B2. Moody's views the B1 rating on the senior notes as more appropriate than the Ba3 rating suggested under Moody's Loss Given Default Methodology given the composition of the capital structure and the preponderance of the secured revolving credit facility debt. Prairie's and TEP's negative rating outlooks reflect the execution risk involved in growing the company's cash flow either through growth projects or recontracting the PONY and REX capacity at supportive tariff rates as contracts rollover. The commodity price collapse in the first quarter of 2020 and the consequent production volumes flowing through TEP's systems present a challenging environment for the company in its efforts to recontract the PONY and REX capacity at supportive tariff rates as contracts roll over, and continue to pressure the company's credit profile as the high debt leverage weighs on the company. Additionally, the weakened credit profiles of REX's Appalachian customers elevate REX's counterparty credit risk. REX contributes over 40% to TEP's overall EBITDA. Prairie's Ba3 CFR reflects the company's high financial leverage including Prairie's term loan, debt at TEP and pro-rata share of Rockies Express Pipeline LLC's (REX Ba1 stable) debt vis-a-vis the cash flow generated by the operating assets at TEP and its share of REX. Prairie's consolidated financial leverage (debt/EBITDA ratio) at year-end 2020 rises significantly above 7x. There are prospects for leverage to improve, but that is primarily dependent on asset and cash flow growth which entails execution risk. This execution risk involves growing the company's cash flow either through growth projects or recontracting the capacity on PONY and REX as existing contracts expire to sufficiently to reduce the company's Debt/EBITDA towards 7x or below by year-end 2020. Prairie benefits from its size, its predominantly interstate pipeline asset base with cash flow from long-term firm transportation contracts and some earnings diversification. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS If Prairie does not reduce its Debt/EBITDA below 7x through earnings growth and/or debt reduction, then its ratings could be downgraded. Prairie's ratings could be upgraded if the company improves its financial leverage to below 6x. Prairie, though its ownership of TEP and REX, provides crude oil transportation, natural gas transportation and storage, processing and water business services for customers in the Rocky Mountain, Appalachian and Midwest regions of the United States. The principal methodology used in these ratings was Midstream Energy published in December 2018. TEGNA INC: S&P Rates New $400MM Senior Unsecured Notes 'BB-' ------------------------------------------------------------ S&P Global Ratings assigned its 'BB-' rating to TEGNA Inc.'s proposed $400 million senior unsecured notes due 2026. The recovery rating of '3' indicates its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of payment default. The company intends to use the proceeds from these notes to redeem its existing $350 million 4.875% senior unsecured notes due 2021 and partially redeem $43 million of its existing $325 million 5.5% senior unsecured notes due 2024. The proposed transaction is leverage neutral and enhances the company's debt maturity profile. The negative outlook on TEGNA continues to reflect the uncertainty around the extent of the coronavirus' impact on TEGNA's performance and the potential that leverage could remain elevated above 5.5x over the next year. For the 12 months ended June 30, 2020, S&P's adjusted leverage for TEGNA remained elevated at 5.9x. While S&P's expectations for retransmission and political advertising revenue remain unchanged, it expects advertising revenue to decline materially over the next year due to the economic fallout from the pandemic. Issue Ratings - Recovery Analysis Key analytical factors TEGNA Inc. is the borrower of the following facilities: -- $1.5 billion revolving credit facility maturing 2024 (outstanding balance of $835 million as of June 30, 2020); -- $165 million floating rate term loans due 2020 (outstanding balance of $75 million as of June 30, 2020); -- New $400 million 5.5 % senior unsecured notes due 2026; $325 million 5.5% senior unsecured notes due 2024 (about $282 million after partial redemption); -- $1 billion 4.625% senior unsecured notes due 2028; and -- $1.1 billion 5% senior unsecured notes due 2029. Subsidiary Belo Corp. is also a borrower of the following facilities: -- $200 million 7.75% senior unsecured notes due in 2027; and -- $240 million 7.25% senior unsecured notes due in 2027. TEGNA Inc.'s senior unsecured debt is guaranteed by all of its wholly owned material domestic subsidiaries, including Belo Corp. While TEGNA and Belo are co-obligors of Belo's debt, TEGNA's other material domestic subsidiaries do not guarantee Belo's debt. As a result, Belo's senior unsecured debt has lower recovery prospects than TEGNA's senior unsecured debt. Simulated default assumptions -- S&P's simulated default scenario contemplates a default in 2024 due to a combination of the following factors: a larger-than-expected drop in EBITDA in a nonelection year, increased competition from alternative media, a prolonged decline in advertising revenue due to economic weakness, failure to generate retransmission revenue commensurate with its local market and relevant television networks, and pressure from affiliated networks to remit a significant portion of retransmission fees. -- Other default assumptions include an 85% draw on the revolving credit facility, LIBOR is 2.5%, the spread on the revolving credit facility rises to 5% as covenant amendments are obtained, and all debt includes six months of prepetition interest. -- S&P has valued TEGNA on a going-concern basis using a 7x multiple of its projected emergence EBITDA, which is in line with that of other large television broadcasters the rating agency rates. Simplified waterfall -- EBITDA at emergence: about $520 million -- EBITDA multiple: 7x -- Gross recovery value: about $3.6 billion -- Net recovery value for waterfall after administrative expenses (5%): about $3.5 billion -- Obligor/nonobligor valuation split: 65%/35% -- Estimated TEGNA senior unsecured debt claims: about $4.2 billion -- Value available for TEGNA senior unsecured debt claims: about $3.4 billion -- Recovery range: 50%-70%; rounded estimate: 65%* -- Estimated Belo senior unsecured debt and pari passu claims: about $2.4 billion -- Value available for Belo senior unsecured debt and pari passu claims: about $1.2 billion -- Recovery range: 50%-70%; rounded estimate: 50% *Recovery ratings on unsecured debt issued by corporate entities with issuer credit ratings of 'BB-' or higher are capped at '3' to account for the risk that their recovery prospects are at greater risk of being impaired by the issuance of additional priority or pari passu debt prior to default. TONOPAH SOLAR: DOE to Recover 47% to 71% in Plan Deal ----------------------------------------------------- Tonopah Solar Energy, LLC, the owner of a big Nevada solar-thermal power plant that received $737 million in loans from the U.S. Department of Energy, has filed a Chapter 11 plan based upon a Restructuring Support Agreement dated July 29, 2020, between the Debtor and DOE. As of the Petition Date, the approximate principal amount outstanding under the DOE Loan is $425 million and the accrued and unpaid interest under the DOE Loan is approximately $7.4 million. Pursuant to the RSA, Tonopah has a Plan that provides, among other things, the DOE will receive, in full and complete satisfaction of the Debtor's outstanding obligations under the Loan Documents a payment of $200 million in cash upon the Effective Date of the Plan, plus a $100 million contingent note to be guaranteed by Cobra, with Cobra funding the Debtor's obligations under the Plan through new debt financing and cash to be provided on the Effective Date of the Plan. Under the Plan, DOE will recover 47% to 71%. Pahrump Valley Times reports that in a statement, DOE spokeswoman Shaylyn Hynes said the settlement decision "was made after years of exhausting options within our authority to get the project back on track." Tonopah is owned by SolarReserve, the startup that developed the plant; Cobra Energy Investments LLC, a division of Spanish infrastructure company ACS; and Banco Santander SA, according to court papers. Tonopah's 110-megawatt plant in the desert was billed as the first to be able to store solar energy. But its technology, which uses more than 10,000 mirrors to focus the sun's heat on a tower to create steam, was both unreliable and expensive. Soon after it began operating in 2015, the facility suffered a string of leaks in its hot salt tank, a key component of its energy storage system. It has not operated since April of 2019. The plant had been selling power at $139 per megawatt-hour, the company said. Solar energy contracts for large photovoltaic projects today are generally below $30 per MWh. The DOE's loan guarantee program, created in 2005 under the George W. Bush administration, was intended to support development of new, risky technologies that traditional project financiers shied away from. About Tonopah Solar Energy Tonopah Solar Energy, LLC, owns and operates a net 110-megawatt concentrated solar energy power plant located near Tonopah in Nye County, Nevada. The Power Plant is also known as the Crescent Dunes Solar Energy Project. The Project is the first utility-scale concentrated solar power plant in the United States to be fully integrated with energy storage technology. The Power Plant uses solar power technology to concentrate and convert sunlight into heat energy, which is stored and converted, through a series of heat exchangers, to generate high-pressure steam. Tonopah Solar Energy filed a Chapter 11 petition (Bankr. D. Del. Case No. 20-11884) on July 30, 2020. The Hon. Karen B. Owens oversees the case. At the time of filing, the Debtor was estimated to have $500 million to $1 billion in assets and $100 million to $500 million in liabilities. The Debtor tapped YOUNG CONAWAY STARGATT & TAYLOR, LLP, and WILLKIE FARR & GALLAGHER LLP as counsel. TRANSOCEAN INC: Moody's Rates Sr. Priority Guaranteed Notes 'Caa3' ------------------------------------------------------------------ Moody's Investors Service assigned a Caa3 rating to Transocean Inc.'s new Senior Priority Guaranteed Notes. All other ratings for the company, including its Caa3 Corporate Family Rating are unchanged. The outlook remains negative. The new SPGNs will be guaranteed by Transocean Ltd. and three indirect holding company subsidiaries of Transocean Inc. These three subsidiary guarantors (Structurally Senior Guarantors) will hold a structurally superior position in the capital structure relative to Transocean's previously issued Priority Guaranteed Notes (PGNs) and unsecured notes outstanding. The SPGNs are being issued in exchange for approximately $1.5 billion of existing PGNs and existing unsecured notes outstanding for an amount of approximately $690 million of SPGNs. This exchange is in addition to private exchanges executed relating to approximately $397 million of its 0.5% Exchangeable bonds due 2023 for $238 million of newly issued 2.5% Senior Guaranteed Exchangeable bonds due 2027. In addition to exchanging a portion of the company's debt at a significant discount to par, the Senior Guaranteed Exchangeable bonds and new SPGNs structurally subordinate the company's existing PGNs and senior unsecured notes. Moody's views this exchange as a distressed exchange and a form of default. Moody's appended Transocean's Caa3-PD Probability of Default Rating with a "/LD" designation indicating limited default. The /LD will be removed within a few business days. Assignments: Issuer: Transocean Inc. Gtd Senior Unsecured Notes, Assigned Caa3 (LGD4) LD Appending: Issuer: Transocean Inc. Probability of Default Rating, LD Appended Caa3-PD /LD (/LD appended) RATINGS RATIONALE The Caa3 rating on the proposed SPGNs is the same as the Caa3 CFR, reflecting these notes' position in Transocean's complicated capital structure and Moody's views on recovery. The SPGNs are structurally subordinated to the outstanding secured debt and the company's undrawn $1.3 billion secured revolving credit facility. The SPGNs are senior to the previously issued PGNs and the senior unsecured notes, and have a priority claim, because of the guarantees from Transocean's Structurally Senior Guarantors, effectively giving these notes a priority claim to the assets held by Transocean's operating and other subsidiaries compared to Transocean's PGNs and senior unsecured notes. Moody's views the Caa3 rating for SPGNs as more appropriate than what is suggested by Moody's Loss Given Default methodology. Transocean's Caa3 CFR reflects the company's rising risk of default in light of its very high financial leverage, diminishing liquidity and Moody's view on overall recovery on the company's debt. The Caa3 CFR also considers the challenging offshore drilling fundamentals and limited prospects for the company to improve its cash flow generation and very weak credit metrics. The rating outlook is negative, reflecting the continued oversupply of deepwater and ultra-deepwater rigs reducing the likelihood of sufficient dayrate improvement and increase in cash flow for Transocean. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Transocean's ratings could be downgraded if Moody's view on the company's overall debt recovery or specific debt instrument recovery is reduced. An upgrade is unlikely in the near term, absent a substantial recovery in dayrates, increase in cash flow and reduction in financial leverage. If Transocean can achieve sequential increases in EBITDA in an improving offshore drilling market while increasing liquidity, reducing leverage and increasing interest coverage above 1x, an upgrade could be considered. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in May 2017. Transocean Inc. is a wholly-owned subsidiary of Transocean Ltd., the leading international offshore drilling contractor operating in deepwater, ultra-deepwater and harsh environment basins around the world. TRAVEL CONCEPTS: Taps Charles A. Cuprill as Legal Counsel --------------------------------------------------------- Travel Concepts LLC received approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire Charles A. Cuprill, P.S.C. Law Office to handle its Chapter 11 case. The firm will charge the following hourly rates: Charles Cuprill-Hernandez, Esq. $350 Paralegals $85 The firm will be paid a retainer in the sum of $15,000. Charles Alfred Cuprill Hernandez, Esq., disclosed in a court filing that the members of his firm are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Charles Alfred Cuprill Hernandez, Esq. Charles A. Cuprill, P.S.C. Law Office 356 Calle Fortaleza, Second Floor San Juan, PR 00901 Tel: 787 977-0515 Fax: 787 977-0518 Email: cacuprill@cuprill.com Email: ccuprill@cuprill.com About Travel Concepts LLC Travel Concepts LLC -- https://www.tws.travel -- is a travel agency headquartered in San Juan, Puerto Rico, offering travel arrangement and reservation services. It conducts business under the name Travel With Sears. Travel Concepts LLC filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 20-03281) on August 21, 2020. In the petition signed by Rigo Emilio Mediavilla Varela, president, the Debtor estimated $3,442,184 in assets and $4,399,286 in liabilities. Charles A. Cuprill, Esq. at CHARLES A. CUPRILL, PSC LAW OFFICES represented the Debtors as counsel. TREESIDE CHARTER: Court Confirms Chapter 11 Plan ------------------------------------------------ The Court entered order directing that the Plan of Treeside Charter School is confirmed as expressly supplemented and modified by this Confirmation Order. Treeside Charter School proposed a Plan of Reorganization. Class 1 USBE Claim is impaired. The Debtor will pay USBE its regular monthly scheduled loan payment of $6,559 until the USBE Claim is paid in full. Monthly payments shall be made on the first working day of each month. The USBE Claim will accrue interest at the rate of 1.75% per annum. Class 3 Zions Bank Claim is impaired. The Debtor will pay the Zions Bank Claim through a distribution of $15,645.01 from the Zions Bank Collateral Account on or before August 1, 2020. Also on or before August 1, 2020, at the same time the distribution in the preceding sentence is made to Zions Bank, $25,000 shall be distributed from the Zions Bank Collateral Account to the Debtor. Class 4 General Unsecured Claims are impaired. The Debtor will pay in full each holder of an Allowed General Unsecured Claim, in six equal monthly payments commencing on the Initial Distribution Date with interest at the Plan Rate. Class 5 Convenience Claims are impaired. Each holder of an Allowed Convenience Claim, in full and final satisfaction of such Claim, shall receive Cash in an amount equal to 100% of such Allowed Convenience Claim on the Initial Distribution Date, and shall receive no other distributions under this Plan on account of such Claim. Except as otherwise provided in this Plan, the Reorganized Debtor, as of the Effective Date, shall be vested with all of the assets of the Estate. A full-text copy of the Plan of Reorganization dated July 29, 2020, is available at https://tinyurl.com/yyphjrz5 from PacerMonitor.com at no charge. Attorneys for Treeside Charter School: George Hofmann (10005) Jeffrey Trousdale (14814) COHNE KINGHORN, P.C. 111 East Broadway, 11th Floor Salt Lake City, UT 84111 Telephone: (801) 363-4300 Facsimile: (801) 363-4378 About Treeside Charter School Treeside Charter School sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 19-28378) on Nov. 12, 2019. At the time of the filing, the Debtor disclosed assets of between $1,000,001 and $10 million and liabilities of the same range. The case is assigned to Judge R. Kimball Mosier. Cohne Kinghorn, P.C., is the Detor's legal counsel. Hashimoto Forensic Accounting, LLC, is the accountant and financial advisor, replacing Piercy Bowler Taylor & Kern. TRI-STATE SPORTS: Seeks to Hire Eric A. Liepins as Counsel ---------------------------------------------------------- Tri-State Sports Entertainment seeks authority from the US Bankruptcy Court for the Northern District of Texas to hire Eric A. Liepins, P.C. to handle its Chapter 11 case. The firm will be paid at hourly rates as follows: Attorneys $275 Paralegals $30 to $50 The firm received from Debtor a retainer in the amount of $5,000, plus $1,717 filing fee. It will also be reimbursed for work-related expenses incurred. Eric Liepins, Esq., disclosed in court filings that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Eric A. Liepins can be reached at: Eric Liepins, Esq. Eric A. Liepins, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 Fax: (972) 991-5788 About Tri-State Sports Entertainment Tri-State Sports Entertainment, Inc. sought protection under Chapter 11 of the US Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-42675) in August 25, 2020, disclosing under $1 million in both assets and liabilities. Eric A. Liepins, Esq. represents the Debtor as counsel. TRUE RELIGION: Court Approves Plan Disclosures ---------------------------------------------- Leslie A. Pappas, writing for Bloomberg Law, reports that True Religion Apparel Inc. can send its Chapter 11 reorganization plan for a vote after getting bankruptcy court approval of its disclosure statement. The plan, which would allow the reorganized company to emerge from bankruptcy with less debt, would set aside up to $50 million for unsecured creditors, giving them 0.3 to 1.3% of what they are owed. Equity owners would get nothing. Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware, who approved the company's disclosures, ordered plan objections to be filed by Aug. 31. A plan confirmation hearing is set for Sept. 17, 2020, at 10:30 a.m. ET. According to Law360, during a hearing conducted virtually, debtor attorney J. Kate Stickles of Cole Schotz PC said the disclosure statement was being presented without objection or opposition following productive discussions with the Office of the U.S. Trustee, the official committee of unsecured creditors and various lender groups. About True Religion Founded in Los Angeles, Calif., in 2002, True Religion Apparel, Inc. and its affiliates design, market, sell and distribute premium fashion apparel centered on their core denim products using the brand names "True Religion" and "True Religion Brand Jeans." The companies' products are distributed through wholesale and retail channels and through the website at http://www.truereligion.com/ On a global basis, the companies had 87 retail stores and over 1,000 employees as of April 13, 2020. True Religion Apparel and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-10941) on April 13, 2020. At the time of the filing, True Religion was estimated to have assets of between $100 million and $500 million and liabilities of the same range. Judge Christopher S. Sontchi oversees the cases. The Debtors tapped Cole Schotz P.C. as legal counsel; Akin Gump Strauss Hauer & Feld, LLP as corporate counsel; Province, Inc. as financial advisor; Retail Consulting Services, Inc. as real estate advisor; and Stretto as claims and noticing agent. Richard Lynch of HRC Advisory, LP is the Debtors' interim chief financial officer. TRUE RELIGION: Morris, Milbank Represent Term Lender Group ---------------------------------------------------------- In the Chapter 11 cases of True Religion Apparel, Inc. et al., the law firm of Milbank LLP and Morris James LLP submitted a verified statement filed under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that they are representing the Ad Hoc Group of Non-Rolled-Up Term Loan Lenders. In September 2020, the Ad Hoc Group of Non-Rolled-Up Term Loan Lenders retained Milbank as counsel, and Morris James as Delaware counsel, with respect to (i) the Prepetition Term Loans and (ii) the joint prosecution of the Objection of Ivy Apollo Multi-Asset Income Fund, Ivy Apollo Strategic Income Fund, Ivy High Income Fund, Ivy High Income Opportunities Fund and Ivy VIP High Income to Debtors' Amended Joint Chapter 11 Plan of Reorganization of True Religion Apparel, Inc. and its Affiliated Debtors filed on August 31, 2020 [Doc. 513]. The Ad Hoc Group of Non-Rolled Up Term Loan Lenders requests that the Plan Objection be treated as an objection of the Ad Hoc Group of Non-Rolled-Up Term Loan Lenders. Counsel represents the Ad Hoc Group of Non-Rolled-Up Term Loan Lenders and does not represent or purport to represent any entities other than the Ad Hoc Group of Non-Rolled-Up Term Loan Lenders in connection with the Debtors' chapter 11 cases. In addition, neither the Ad Hoc Group of Non-Rolled-Up Term Loan Lenders nor any member of the Ad Hoc Group of Non-Rolled-Up Term Loan Lenders represents or purports to represent any other entities in connection with the Debtors' chapter 11 cases. As of Sept. 9, 2020, members of the Ad Hoc Group of Non-Rolled-Up Term Loan Lenders and their disclosable economic interests are: Non-Rolled-Up First Term Loans ---------------- Ivy Investment Management Company $31,969,376.70 Ivy Investments 430 W 7th Street Suite 219722 Kansas City, MO 64105- 1407 Credit Suisse Loan Funding LLC $15,675,387.34 11 Madison Ave. 4th Floor New York, NY 10010 Apex Credit Partners LLC $7,915,785.19 520 Madison Avenue, 16th Floor New York, NY 10022 Nothing contained in this Verified Statement should be construed as a limitation upon, or waiver of, any rights of any member of the Ad Hoc Group of Non-Rolled-Up Term Loan Lenders to assert, file, and/or amend any claim or proof of claim filed in accordance with applicable law and any orders entered in these cases. The information contained herein is provided only for the purpose of complying with Bankruptcy Rule 2019 and is not intended for any other use or purpose. Counsel for the Ad Hoc Group of Non-Rolled-Up Term Loan Lenders can be reached at: MORRIS JAMES LLP Jeffrey R. Waxman, Esq. Eric J. Monzo, Esq. 500 Delaware Avenue, Suite 1500 Wilmington, DE 19801 Telephone: (302) 888-6800 E-mail: jwaxman@morrisjames.com emonzo@morrisjames.com MILBANK LLP Aaron L. Renenger, Esq. Samir L. Vora, Esq. 1850 K Street, NW, Suite 1100 Washington, DC 20006 Telephone: (202) 835-7500 E-mail: svora@milbank.com arenenger@milbank.com - and - Gerard Uzzi, Esq. Milbank LLP 55 Hudson Yards New York, NY 10001 Telephone: (212) 530-5670 E-mail: guzzi@milbank.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/VFDMEJ About True Religion Apparel Founded in Los Angeles, Calif., in 2002, True Religion Apparel, Inc. and its affiliates design, market, sell and distribute premium fashion apparel centered on their core denim products using the brand names "True Religion" and "True Religion Brand Jeans." The companies' products are distributed through wholesale and retail channels and through the website at http://www.truereligion.com/ On a global basis, the companies had 87 retail stores and over 1,000 employees as of April 13, 2020. True Religion Apparel and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-10941) on April 13, 2020. At the time of the filing, the Debtors disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Christopher S. Sontchi oversees the cases. The Debtors tapped Cole Schotz P.C. as legal counsel; Akin Gump Strauss Hauer & Feld, LLP as corporate counsel; Province, Inc., as financial advisor; Retail Consulting Services, Inc., as real estate advisor; and Stretto as claims and noticing agent. Richard Lynch of HRC Advisory, LP, is the Debtors' interim chief financial officer. TRUE RELIGION: Seeks to Hire Moss Adams as Tax Accountant --------------------------------------------------------- True Religion Apparel, Inc. and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Moss Adams LLP as their tax accountants. Moss Adams will provide the following services: (a) July SOW. Pursuant to the terms of the July SOW, Moss Adams will prepare corporate tax returns, including necessary extension requests, for the tax year ending Feb 1, 2020 for the entities identified in the July SOW (Tax Return Services); (b) August SOW. Pursuant to the terms of the August SOW, Moss Adams will provide consulting and advisory services to the Debtors regarding the federal and state income tax consequences pertaining to the Plan, which specific services are: i. computing preliminary calculations to determine the amount of the COD income at each U.S. subsidiary based on the emergence from bankruptcy documents, fresh start accounting and other documents provided by the Debtors; ii. assisting the Debtors in determining the reduction of tax attributes pursuant to 26 U.S.C. Secs. 108(b)(2)/1017, and updating corresponding tax schedules and computations, including those pertaining to tax depreciation and tax amortization, as required, as well as the tax basis in the docket of the controlled foreign entities; iii. conducting research for specifically agreed upon U.S. and state income tax issues related to the Plan, at the Debtors' request. Moss Adams will bill the Debtors an estimated flat fixed fee of $125,000 for the Tax Return Services, plus additional charges of approximately $7,000 per extension request and other charges for additional state filings, if necessary. Hourly billing arrangement for the Advisory Services are: Partner $700 Managing Director $700 Director $650 Senior Manager $600 Manager $400 Staff $300 Staff $200 Bill Sturges, CPA, a partner at Moss Adams, LLP, attests that her firm is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or represent any interest adverse to the Debtor's estate. The firm can be reached through: Bill Sturges, CPA Moss Adams, LLP 10960 Wilshire Boulevard Suite 1100 Los Angeles, CA 90024 Tel: (310) 477-0450 Fax: (310) 477-0590 Email: bill.sturges@mossadams.com About True Religion Apparel Founded in Los Angeles, Calif., in 2002, True Religion Apparel, Inc. and its affiliates design, market, sell and distribute premium fashion apparel centered on their core denim products using the brand names "True Religion" and "True Religion Brand Jeans." The products are distributed through wholesale and retail channels and through the website at http://www.truereligion.com/on a global basis. The companies had 87 retail stores and over 1,000 employees as of April 13, 2020. True Religion Apparel and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-10941) on April 13, 2020. At the time of the filing, the Debtors estimated between $100 million and $500 million in both assets and liabilities. Judge Christopher S. Sontchi oversees the cases. The Debtors tapped Cole Schotz P.C. as legal counsel; Akin Gump Strauss Hauer & Feld, LLP as corporate counsel; Province, Inc. as financial advisor; Retail Consulting Services, Inc. as real estate advisor; and Stretto as claims and noticing agent. Richard Lynch of HRC Advisory, LP, is the Debtors' interim chief financial officer. The United States Trustee for Region 3 has appointed an official committee of unsecured creditors. U.S.A. PARTS: Chapter 11 Case Not Filed in Bad Faith, Court Rules ----------------------------------------------------------------- Creditors Christopher Corrado and Michael Chiacchieri filed a motion seeking dismissal of the chapter 11 case captioned In re: U.S.A. PARTS SUPPLY, CADILLAC U.S.A. OLDSMOBILE U.S.A, L.P., Chapter 11, Debtor, Case No. 20-bk-241 (Bankr. N.D. W.Va.) alleging that the Debtor filed its case in bad faith. Alternatively, the Creditors asked the court to excuse Cheryl E. Rose, a state court receiver, from the requirements of section 543 of the Bankruptcy Code. The Debtor opposed the motions and argued that it did not file its case in bad faith and that it has a reasonable likelihood of rehabilitation. Additionally, the Debtor asserted that the court should not grant relief to the Creditors under section 543 because Ms. Rose does not possess or control property of the Debtor. Upon analysis, Bankruptcy Judge David L. Bissett denied the Creditors' motion. For over 30 years, the Debtor operated its business selling mostly antique automotive parts, primarily for Cadillac and Oldsmobile vehicles. Despite being organized in Maryland, the Debtor operated its business from a leased facility in Manassas, Virginia, from 1990 until 2005 when it purchased its current facility in West Virginia. To purchase its facility in West Virginia, the Debtor executed a Promissory Note for approximately $640,000 on a 20-year term. The Note matures in approximately five years. For the two months immediately preceding the Debtor's petition, the Debtor is seemingly current on that obligation secured by its real property based upon the proof of claim that United Bank filed against the bankruptcy estate, according to the Court. In 2018, the Debtor's future became imperiled as it faced multiple legal actions. In April 2018, The Ricky A. Smith and Patricia S. Smith Revocable Living Trust filed a civil action against the Debtor and Michael Cannan, the principal of the Debtor's general partner CUSAPS, Inc., in the Circuit Court of Jefferson County, West Virginia. In August 2018, the Creditors filed a receivership complaint in the Circuit Court for Montgomery County, Maryland, against the Debtor and Mr. Cannan. On Nov. 5, 2018, the Smith Trust obtained judgment against the Debtor and Mr. Cannan, jointly and severally, for $189,804.01 plus court costs, attorney fees, and post-judgment interest at 4.5%. That judgment supports the Smith Trust's proof of claim against the estate for $205,046.70. Subsequently, the Maryland court appointed Ms. Rose as Receiver, and on October 8, 2019, the Creditors obtained summary judgment against the Debtor and Mr. Cannan, jointly and severally, for $300,000. Neither the Debtor, Mr. Cannan, or Ms. Rose contested the Creditors' motion for summary judgment From her appointment until the time the Debtor filed for Chapter 11, Ms. Rose took a variety of actions in an attempt to fulfill her duties as Receiver. She examined the Debtor's books and records, employed an auctioneer to market and sell the Debtor's property, and negotiated with Mr. Cannan on the Debtor's behalf in an attempt to amicably resolve the Maryland Receivership Action. Those negotiations were ultimately unsuccessful, and the Debtor sought relief under Chapter 11 by filing this case, which the Creditors seek to dismiss for bad faith in filing. Notably, Ms. Rose never took control or possession of the Debtor's property based upon her attempt to negotiate a resolution with the Debtor. On August 6, 2020, the court held an evidentiary hearing in Martinsburg. Only Ms. Rose and Mr. Cannan testified. Ms. Rose largely testified about her role vis-a-vis the Debtor after being appointed receiver in the Maryland Receivership Action. In that regard, she testified about her review of the Debtor's property and its books and records, including how she came to be aware of the Smith Loan, her employment of an auctioneer, her proposed sale of the Debtor's real and personal property, and her interactions with Mr. Cannan and the Debtor's other limited partners, including the Creditors. Mr. Cannan testified on behalf of the Debtor. Regarding the Debtor's business, Mr. Cannan explained the history of the Debtor dating back to its formation, his involvement in creating and operating the Debtor, how he came to possess the majority of the partnership interest in the Debtor, and generally the Debtor's plan to reorganize its business, including whether the Debtor possessed assets valuable enough to fund its reorganization. Additionally, Mr. Cannan testified as to his perspective of the Smith Loan that ultimately resulted in a judgment against the Debtor. The Creditors argued that Mr. Cannan caused the Debtor to file for Chapter 11 simply to impede their collection efforts in the Maryland Receivership Action. They also argued that prepetition, Mr. Cannan abused his role in the Debtor for his personal benefit to the detriment of the Debtor and limited partners. Specifically, they pointed the court's attention to various allegations of mismanagement. Moreover, they principally relied on the Smith Loan as evidence supporting their motion. In the alternative, the Creditors asked the court to excuse Ms. Rose from the requirements of section 543 of the Bankruptcy Code. In support, they noted that the applicable state law is substantially like the Bankruptcy Code such that Ms. Rose can accomplish a similar result outside bankruptcy. They therefore asked the court to permit Ms. Rose's anticipated liquidation of the Debtor's estate in a non-bankruptcy forum. The Debtor opposed both motions. The Debtor denied it was motivated by any bad faith in filing its petition. Rather, it asserted it filed this case in an effort to reorganize its business, including being more competitive in the marketplace by adopting an online sales platform. Notably in that regard, the Debtor believed it can pay all allowed claims 100% and continue post-bankruptcy as it has for the past 30 years. The Debtor further argued that Ms. Rose does not qualify as a custodian because she did not possess anything as of the petition date. According to Judge Bissett, it is well settled in the circuit that "a lack of good faith in filing a Chapter 11 petition requires a showing of 'objective futility' and 'subjective bad faith'" as set forth in re Premier, 492 F.3d at 279-80 (citing Carolin Corp. v. Miller, 886 F.2d 693, 700-01 (4th Cir. 1989)). Regarding their request to dismiss the Debtor's case, the Court said it does not believe the Creditors elicited testimony or put forth other evidence supporting dismissal. The Court found that the Creditors failed in their burden to show both objective futility and subjective bad faith. First, the Court was unpersuaded that this case is objectively futile. The Creditors elicited no testimony from either Ms. Rose or Mr. Cannan tending to show the Debtor lacks a reasonable likelihood to rehabilitate its business. The closest the Creditors got in that regard was pointing out the financial difficulties the Debtor is currently experiencing and perhaps questions surrounding the value of the Debtor's personal property. The court, however, cannot say those issues amount to establishing that this case is objectively futile. Moreover, Ms. Rose acknowledged during her testimony that the Debtors' assets are more valuable with the Debtor operating and with Mr. Cannan involved. That notion is corroborated by Ms. Rose's willingness to permit the Debtor to remain in possession of its business and assets at Mr. Cannan's direction for over a year after the state court appointed her Receiver. Regarding the Debtor's extant financial difficulties, however, the Court said they cannot be wholly attributed to the Debtor given the circumstances -- the Covid-19 pandemic -- currently impairing, at least in part, the Debtor's business. To the contrary, the record showed that the Debtor generated income during 2018 and 2019, all the while not having an online presence. The Court likewise deemed it appropriate to deny the Creditors' motion for relief under section 543(d). Specifically, the Court did not believe Ms. Rose meets either of the enumerated exceptions to the requirements of section 543(a)-(c). Specifically, the Court did not believe Ms. Rose qualifies under section 543(d)(1) because it perceived its analysis leads inexorably to the conclusion that it is not in the creditors' best interests to leave Ms. Rose in possession, to the extent she possesses anything. A copy of the Court's Memorandum Opinion dated August 17, 2020 is available at https://bit.ly/2FaONvm from Leagle.com. About U.S.A. Parts Supply U.S.A. Parts Supply, Cadillac U.S.A. and Oldsmobile U.S.A. LP (formerly doing business as Cadillac U.S.A. Parts Supply LP) is an auto parts supplier in Kearneysville, W. Va. U.S.A. Parts Supply filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. W.Va. Case No. 20-00241) on March 22, 2020. The petition was signed by Michael Cannan, sole shareholder and officer of Gen Partner CUSAPS, Inc. At the time of filing, Debtor estimated $1 million to $10 million in both assets and liabilities. James P. Campbell, Esq. at Campbell Flannery, P.C., is the Debtor's legal counsel. UNIVERSAL TOWERS: Hires Bradford A. Patrick as Special Counsel -------------------------------------------------------------- Universal Towers Construction, Inc. seeks authority from the United States Bankruptcy Court for the Middle District of Florida to hire Bradford A. Patrick, Esq., and the Law Offices of Bradford A. Patrick PA as its special counsel. Patrick PA will represent the Debtor as special litigation counsel in the defamation suit in the case styled Francisco F. Bomfim, et al., v Constrazza International Construction, Inc., et al., filed on June 9, 2020 in the Circuit Court of the Ninth Judicial Circuit in and for Osceola County, Florida, Case No. 2020-CA-001538-OC. Patrick PA is a "disinterested person" as that term is defined in § 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, according to court filings. The hourly rate for Mr. Patrick, attorney at Patrick PA, is $400. The firm can be reached through: Bradford A. Patrick, Esq. Law Offices of Bradford A. Patrick PA 10312 Bloomingdale Avenue Suite 108 Mailbox 336 Riverview, FL 33578 Phone: 813-384-8548 Fax: 813-333-7321 About Universal Towers Construction, Inc. Universal Towers Construction, Inc. is a privately held company in the traveler accommodation industry. Universal Towers Construction, Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-03799) on July 3, 2020. The petition was signed by Lis R. Oliveira-Sommerville, president. At the time of filing, the Debtor etimated $10 million to $50 million in both assets and liabilities. Eric S. Golden, Esq. at BURR & FORMAN LLP represents the Debtor as counsel. UPLAND POINT: Seeks to Hire Krekeler Strother as Legal Counsel -------------------------------------------------------------- Upland Point Corporation seeks approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to employ Krekeler Strother, S.C. as its legal counsel. Single Serve Beverage requires Krekeler Strother to: a. consult with the Debtor's professionals or representatives concerning the administration of the bankruptcy case; b. prepare and review pleadings, motions and correspondence regarding the bankruptcy case; c. appear at and being involved in proceedings before the bankruptcy court; d. provide legal counsel to the Debtor in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor, the operation of the Debtor's business, and any other matters relevant to the bankruptcy case; e. analyze the Debtor's proposed use of cash collateral and debtor-in-possession financing; f. advise the Debtor of its rights, powers and duties of the Debtor and debtor-in-possession; g. advise the Debtor concerning, and assist in the negotiation and documentation, as applicable, of financing agreements, debt restructurings, cash collateral arrangements, debtor-in-possession financing, and related transactions; h. review the nature and validity of liens asserted against the property of the Debtor and advise the Debtor concerning the enforceability of such liens; i. advise and assist the Debtor concerning the actions that it might take to collect and recover property for the benefit of the Debtor's estate; j. prepare on behalf of the Debtor all necessary and appropriate applications, motions, pleadings, draft orders, notices, schedules and other documents, and review all financial and other reports to be filed in the bankruptcy case; k. advise the Debtor concerning, and prepare responses to, applications, motions, pleadings, notices, and other papers that may be filed and served in the bankruptcy case; and l. perform all other legal services for and on behalf of the Debtor that may be necessary or appropriate in the administration of the bankruptcy case and the reorganization of the Debtor's business, including to advise and assist the Debtor with respect to debt restructurings, stock or asset dispositions, claim analysis and disputes, and legal issues involving general corporate, bankruptcy, labor, employee benefits, tax, finance, real estate and litigation matters. Krekeler Strother will be paid at these hourly rates: J. David Krekeler, shareholder $384 Kristin J. Sederholm, shareholder $275 Michelle A. Angell, associate attorney $225 Associate Attorneys $175 - $275 Cheryl Watson, paralegal $115 Other Paralegals $115 or less Krekeler Strother will also be reimbursed for reasonable out-of-pocket expenses incurred. Michelle A. Angell, Esq., associate attorney of Krekeler Strother, S.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. Krekeler Strother can be reached at: Michelle A. Angell, Esq. KREKELER STROTHER, S.C. 2901 West Beltline Highway, Suite 301 Madison, WI 53713 Tel: (608) 258-8555 Fax: (608) 258-8299 E-mail: mangell@ks-lawfirm.com About Upland Point Corporation Upland Point Corporation sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wisc. Case No. 20-12186) on August 21, 2020, listing under $1 million in both assets and liabilities. Michelle A. Angell, Esq. at KREKELER STROTHER, S.C. represent the Debtor as counsel. US CONCRETE: S&P Rates New $300MM Senior Unsecured Notes 'BB-' -------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue level rating to U.S. Concrete Inc.'s proposed $300 million of new senior unsecured notes due in 2029. The company will use the net proceeds from the offering, together with available borrowings under its $300 million asset-based revolving credit facility, to redeem $300 million of its $600.0 million 6.375% senior unsecured notes due 2024 and to pay fees and expenses. The recovery rating on the new notes is '3' indicating its expectation for meaningful (50%-70%; rounded estimate: 50%) recovery for lenders in the event of a payment default. At the same time, S&P revised the recovery rating on the existing $600 million of senior unsecured notes due 2024 to '3' from '4'. The improved recovery prospects for U.S. Concrete's senior unsecured notes reflects the recent reduction in its asset-based revolving credit commitment to $300 million from $350 million. This reduction results in less priority debt that is senior to the unsecured notes, thereby increasing recovery prospects. "Our 'BB-' issuer credit rating on U.S. Concrete is unchanged, and the outlook remains stable as we expect the company will continue to reduce its debt leverage to below 4x from a combination of EBITDA growth and debt reduction over the next several quarters," S&P said. ISSUE RATINGS—RECOVERY ANALYSIS Key analytical factors -- S&P assesses recovery prospects on the basis of a reorganization value of about $510 million, derived from projected EBITDA at emergence of approximately $100 million and a 5.5x multiple, less reorganization expenses. -- The recovery value captures what S&P expects would be a profitability rebound following the sharp cyclical downturn contemplated by S&P's default scenario; -- S&P's '3' recovery rating on the company's $600 million, 6.375% senior unsecured notes due in 2024 and on its proposed $300 million of proposed senior notes due 2029 million indicates its expectation for meaningful recovery (50%-70%; rounded estimate: 50%) in the event of payment default. The 'BB-' issue-level rating is in line with its notching guidelines for a '3' recovery rating and S&P's 'BB-' issuer credit rating on the company. -- S&P's recovery analysis assumes that, in a hypothetical bankruptcy scenario, the value of the collateral securing the company's ABL facility would be sufficient to cover outstanding borrowings. S&P's assumption reflects usage of about 60% of the $300 million U.S. commitment amount, less approximately $20 million of undrawn letters of credit that it assumed would remain undrawn but ongoing contingent obligations. -- The 5.5x multiple is consistent with the 5x-6x range S&P normally uses for building materials companies. Simulated default assumptions -- Year of default: 2024 -- EBITDA at emergence: $98 million -- Implied enterprise valuation (EV) multiple: 5.5x -- Gross EV: $535 million Simplified waterfall -- Net EV (after 5% administrative costs): $509 million -- Estimated priority claims (ABL facility): $164 million -- Available value after priority claims:$320 million -- Estimated senior unsecured notes claim: $617 million* -- Recovery expectation: 50%-70%; rounded estimate: 50% *All debt amounts include six months of prepetition interest. S&P assumes the ABL revolving facility is 60% utilized at default. US FOODS: S&P Lowers ICR to 'BB-'; Ratings Off Watch Negative ------------------------------------------------------------- S&P Global Ratings lowered all of its ratings on foodservice distributor US Foods Inc. by one notch, including the issuer credit and senior secured debt ratings to 'BB-' from 'BB', and the senior unsecured debt rating to 'B+' from 'BB-'. All of its ratings have been removed from CreditWatch, where they were placed with negative implications on March 6, 2020. Downgrade reflects continued economic uncertainty and S&P's expectation that credit metrics will remain below pre-coronavirus levels for at least the next 12 months. There is still uncertainty over the course of the coronavirus (resulting in lingering consumer hesitation to dine away from home and the potential for stricter public policies if there are new outbreaks) and the effect on the economy. Industry sales overall have exceeded S&P's prior expectations, in part due to significant downside coronavirus scenarios not materializing, and consumers' willingness to opt for delivery, takeout, and outdoor dining. Nevertheless, S&P believes the virus' near- to medium-term effect on the economy and the very sensitive foodservice industry is still unclear. This is because consumer spending has been boosted--despite a large increase in joblessness--by substantial unemployment benefits. It is also possible that consumer spending on discretionary items has been propped up by foregoing rent and mortgage payments. Demand for away-from-home food service may falter once these supportive measures end. Under S&P's base-case scenario, where demand for foodservice gradually improves over the next year, liquidity remains strong but adjusted leverage is sustained above 5x through the end of 2021. Significantly higher liquidity reduces the potential for a lower rating over the next year. US Foods raised substantial capital earlier this year to complete the $970 million acquisition of Smart Foodservice and strengthen liquidity. This included upsizing its proposed debt issuance and increasing the size of its asset-based loan (ABL) credit facility to $1.99 billion from $1.6 billion (including transferring receivables collateral to the ABL from its now-terminated ABS facility). US Foods' initiatives to reduce working capital have further augmented liquidity, albeit temporarily. Cash (almost $1.7 billion) and ABL credit facility availability (almost $1.3 billion) totaled almost $3 billion as of June 27, 2020, which is more than $1 billion above S&P's initial expectations. Although it expects most of the second quarter working capital inflows to reverse in the second half of 2020, S&P still expects total liquidity in the $2 billion-$2.5 billion range as of Dec. 31, 2020. Funded debt maturities are manageable over the next few years and the financial covenant package is loose. S&P believes large competitors such as US Foods that possess strong liquidity are poised to take market share from smaller, financially weaker players. In fact, US Foods recently indicated it won about $500 million of annualized new business (which consists mainly of national chain restaurant business including quick service restaurants [QSRs]) that began hitting the income statement in the second quarter from struggling rivals. Medium-term rating direction is dependent primarily on the health of the foodservice industry. S&P's base-case forecast assumes by the second half of 2021 that industry demand approaches pre-coronavirus levels and US Foods' EBITDA margin exceeds 4%. Key risks to this forecast include the potential for consumers to shift eating habits away from restaurants and other food-away-from-home venues because of virus risk, economic factors, and increased work from home (which could sustain high levels of in-home food consumption). Although US Foods indicates it believes permanent closures of higher-margin independent restaurants as of now is in the low-single-digit percents, smaller independents' ability to remain open may be difficult if new outbreaks occur, capacity restrictions mandated by government agencies remain in place, or if it is difficult to attract and retain workers. Distributor margins on national retail chain customers, particularly QSRs, are lower than the margins on independent restaurants. This winter will be a key test for restaurants, when the practicality of outdoor dining declines. Conversely, US Foods could emerge from the crisis with lower costs and higher operating efficiencies. Moreover, it is possible that coronavirus risk could decline materially in 2021, due to widespread use of an effective vaccine or natural dissipation, including herd immunity. Positive rating actions could result if there is a dissipation of coronavirus risk, combined with a rebounding economy, clear margin strengthening, higher market share as smaller rivals fail, and supportive financial policies. The stable outlook reflects S&P's expectation for gradually improving comparable sales and profit performance over the next year--though well below pre-coronavirus levels--resulting in adjusted leverage approaching 5x in 2021. It also reflects S&P's base-case forecast for positive cash flow generation (before working capital investment) in the second half of 2020 and continued strong liquidity through 2021. "We could raise the rating over the next year if demand for US Foods' 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 if there are clear signs the economy is healing. We would also need to believe the company's financial policy will not become significantly more aggressive, including with respect to share repurchases and acquisitions," S&P said. "We could lower the rating over the next year if demand for US Foods' 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." Catalysts could include a sustained change in consumer behavior that depresses demand for food away from home (possibly due to coronavirus-induced hesitancy or the failure of a material portion of higher-margin independent restaurants), substantial food-cost volatility, or a sustained economic downturn," the rating agency said. VALARIS PLC: Has More Support for RSA; Backstop Extension Sept. 14 ------------------------------------------------------------------ Valaris plc (OTC: VALPQ) announced Sept. 11, 2020, that holders of over 70% in aggregate principal amount of its senior notes (the "Consenting Noteholders") have now executed the Restructuring Support Agreement (the "RSA") and Backstop Commitment Agreement (the "BCA"). The Company originally entered into the RSA and BCA on August 18, 2020, with holders of approximately 50% in aggregate principal amount of its senior notes. The RSA and the BCA contemplate, among other items, the full equitization of the Company's prepetition 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. The RSA provides that, from the date thereof until September 10, 2020 (the "Joinder Period"), qualified noteholders, including the Consenting Noteholders, shall be eligible to become backstop parties under the BCA. On Sept. 10, 2020, the Company agreed with the requisite Consenting Noteholders to extend the expiration of the Joinder Period to September 14, 2020, at 11:59 p.m. Eastern Time. 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. VITALIBIS INC: Seeks to Hire Fresh Notion Group as Accountant ------------------------------------------------------------- Vitalibis, Inc. seeks authority from the United States Bankruptcy Court for the District of Nevada to hire Fresh Notion Group LP d/b/a Fresh Notion Financial Services as its accountant. Fresh Notion will assist with a variety of accounting and financial reporting tasks for the Debtor's financial statements, including the following: assisting in the preparation of monthly operating reports; audit coordination, including issue resolution; bookkeeping and/or reviewing general ledger activity; performing account reconciliations and account analysis; recommending correcting journal entries; preparing supporting schedules needed for the audit; drafting footnotes, financial statements and other disclosures; and performing accounting research. Fresh Notion will bill at hourly rates ranging from $400 per hour for Senior team members and $100 per hour for Junior team members. Fresh Notion is a "disinterested person" pursuant to sections 327(a) and 101(14) of the Bankruptcy Code, according to court filings. The accountant can be reached through: Matthew Lourie PO Box 79897 Houston, TX 77279 Phone: (832) 277-7816 Email: info@FreshNotionGroup.com About Vitalibis, Inc. Vitalibis, Inc. -- https://www.vitalibis.com -- is in the business of developing, selling and distributing hemp oil-based products that contain naturally occurring cannabinoids, including cannabidiol and other products containing CBD-rich hemp oil. Vitalibis, Inc. filed its voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 20-12865) on June 15, 2020, listing under $1 million in both assets and liabilities. Matthew C. Zirzow, Esq. at LARSON & ZIRZOW, LLC, represents the Debtor as counsel. WABASH NATIONAL: Moody's Assigns Ba3 Rating on New Sr. Unsec. Debt ------------------------------------------------------------------ Moody's Investors Service assigned a Ba3 rating to Wabash National Corporation's new senior secured (term loan) bank credit facility. All other ratings of Wabash remain unchanged at this time. The outlook is stable. The proceeds of the proposed $150 million credit facility due 2027 are expected to refinance Wabash's outstanding $135 million term loan due 2022. Wabash will have no debt maturities until December 2023. Upon closing of the transaction, the rating of the existing term loan due 2022 will be withdrawn. The excess proceeds of about $10.8 million (net of transaction fees and expenses) will be credited to cash but could be used to redeem some senior unsecured notes over the next year. Debt to-EBITDA (including Moody's standard adjustments) will approximate 4x on a pro forma basis. Moody's took the following rating action: Assignments: Issuer: Wabash National Corporation Senior Secured Bank Credit Facility, Assigned Ba3 (LGD3) RATINGS RATIONALE Wabash's B1 CFR reflects its exposure to the trucking equipment cycle and volatile demand for its core heavy duty trailers (primarily Class 8), representing over 70% of revenue. The company's trailer business is facing pressure following the precipitous decline in truck production exacerbated by the coronavirus crisis, amid weak industrial activity and deteriorating macro conditions. These factors, along with weak demand and production headwinds in Wabash's final mile products segment ("FMP", 17% of revenue), which produces small to medium truck bodies, will negatively impact credit metrics into 2021. As a result, Moody's expects debt-to-EBITDA to remain elevated over the next year. Trailer shipments should pick up with a gradual economic recovery in 2021 but a meaningful rebound in demand remains uncertain with the pandemic. Moody's anticipates Wabash will maintain good liquidity to temper weaker cash flow amid the earnings headwinds into 2021. The company should benefit from cost reduction measures undertaken to preserve cash and ongoing lean initiatives. These factors and Wabash's leadership position in truck trailer manufacturing support the rating. The stable outlook reflects Moody's expectation of good liquidity to anchor operations amid weak fundamentals in the company's trailer and truck body markets with uncertainty of a sustainable meaningful recovery in demand. The Ba3 senior secured debt rating, at the same level as the CFR, reflects the priority of claim afforded to the secured debt holders and Moody's expectation of recovery for that debt class in a default scenario. However, in the event Wabash were to reduce its unsecured notes, this would diminish the first-loss cushion provided by the senior unsecured debt and could reduce the relative recovery prospects of the secured debt class. The reduced senior unsecured debt could pressure the secured rating downwards as a result. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING A ratings upgrade is unlikely at least until trailer demand sustainably improves along with business conditions and the broader macroeconomic environment. Over time, the ratings could be upgraded with the maintenance of very good liquidity and stronger credit metrics, such that debt-to-EBITDA is expected to remain below 3x, adjusted operating margins sustained at high single digit levels and retained cash flow-to-debt above 20%. This would be accompanied by successful execution of the company's diversification strategy, with a business profile that is able to withstand severe cyclical downturns in trailer demand. The ratings could be downgraded with deteriorating liquidity, including expectations of sustained negative free cash flow or a reliance on revolver borrowings to fund internal cash needs. The ratings could also be downgraded with a lack of progress in meaningfully reducing financial leverage, such that debt-to-EBITDA is expected to remain above 4x, or with EBITA-to-interest sustained below 2.5x. Shareholder-friendly actions that increase leverage or weaken liquidity would also drive downward ratings momentum. The principal methodology used in this rating was Manufacturing Methodology published in March 2020. Wabash National Corporation, based in Lafayette, Indiana, is a leading designer and manufacturer of truck and tank trailers, as well as related transportation equipment. The company also manufactures truck bodies. Revenues were approximately $1.9 billion for the last twelve months ended June 30, 2020. WAGLER MANUFACTURING: Case Summary & 9 Unsecured Creditors ---------------------------------------------------------- Debtor: Wagler Manufacturing, Inc. 605 N. Parkway St. Wayland, IA 52654 Business Description: Wagler Manufacturing, Inc. specializes in production manufacturing of wood, plastic, & metal products. Chapter 11 Petition Date: September 10, 2020 Court: United States Bankruptcy Court Northern District of Iowan Case No.: 20-01069 Debtor's Counsel: Kevin D. Ahrenholz, Esq. BEECHLER, FIELD, WALKER, MORRIS, HOFFMAN & JOHNSON 620 Lafayette St., Suite 300 PO Box 178 Waterloo, IA 50704-0178 Tel: 319-234-1766 E-mail: ahrenholz@beecherlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Curtis D. Wagler, president. A copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2VAOALY/Wagler_Manufacturing_Inc__ianbke-20-01069__0001.0.pdf?mcid=tGE4TAMA WEINSTEIN CO: Netflix Does Not Owe Fees to Sartraco, Court Rules ---------------------------------------------------------------- Bankruptcy Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware denied the motion of Sartraco, Inc. to compel compliance with the order approving the sale of the assets of The Weinstein Company Holdings, LLC and its related debtors to SpyGlass Media Group, LLC. Netflix, Inc. opposed the request. Prior to the commencement of the bankruptcy case, in 2012, Sartraco and TWC executed a Domestic Distribution Agreement and a First Amendment thereto relating to the film Sin City 2. Under the Distribution Agreement, Sartraco gave TWC the exclusive right to use and distribute the Film subject to certain limitations. Those rights included the right to license the Film to others. After the Distribution Agreement was executed, TWC entered into a License Agreement with Netflix with respect to numerous films and other properties. The License Agreement included a license permitting Netflix to air the Film for specific periods subject to the payment of a license fee to TWC. On March 20, 2018, the Debtors filed a petition under chapter 11 of the Bankruptcy Code. Shortly after the case was filed, Sartraco filed a Motion to Compel Rejection of the Distribution Agreement. On April 1, 2019, the Court entered an Agreed Order granting Sartraco's motion and compelling rejection of the Distribution Agreement. The Rejection Order also provided that the automatic stay did not prevent Sartraco from terminating the Distribution Agreement. Subsequently, on April 19, 2019, Sartraco terminated the Distribution Agreement with respect to the Film. By Order dated May 9, 2018, the Court approved the sale of the Debtors' assets to Lantern Entertainment LLC, the predecessor in interest to SpyGlass. The Sale closed on July 13, 2018. SpyGlass and Netflix subsequently stipulated that the License Agreement with Netflix was one of the contracts that was assumed and assigned to SpyGlass pursuant to the Sale Order. Between April and August 2019, SpyGlass received funds from Netflix under the License Agreement. Sartraco demanded those funds and by agreement with Sartraco, SpyGlass has turned over those funds and agreed to turn over any additional funds it receives from Netflix related to the Film. Sartraco also demanded that Netflix pay directly to Sartraco any current or future license fees that it would normally have paid to SpyGlass under the License Agreement for use of the Film. Netflix has refused to pay Sartraco. As a result, Sartraco filed the Motion on Feb. 10, 2020. Sartraco argued that because the right to use and distribute the Film reverted to Sartraco upon termination of the Distribution Agreement, Netflix was obligated to pay directly to Sartraco, not SpyGlass, any fees which may have accrued under the License Agreement since the termination of the Distribution Agreement. Netflix argued that it does not owe any fees to Sartraco for several reasons. First, Netflix argued that it does not owe anything under the License Agreement for past use of the Film. It further argued that it has no right to air the Film in the future because the right granted to it under the License Agreement was terminated. Netflix contends that once Sartraco terminated the Distribution Agreement, it deprived TWC of the right to license the Film to Netflix. The License Agreement allowed Netflix to withdraw any Title from the Agreement "if continued distribution of that Title would be reasonably likely to violate any law, court order" or subject either party to the Agreement to legal liability or litigation. Because the Distribution Agreement has been cancelled, Netflix argued that any continued airing of the Film by it would violate applicable law governing Sartraco's rights to the Film. Sartraco responded that Netflix still has the ability to air the Film so long as Netflix continues to pay Sartraco the fees due under the License Agreement. It argued that the License Agreement survived termination of the Distribution Agreement, with TWC's rights under that agreement reverting to Sartraco. Netflix responded that under the express terms of the Distribution Agreement only the right to license the Film reverted to Sartraco, not the existing License Agreement between TWC and Netflix. Netflix maintained that it has never been in contractual privity with Sartraco and that Sartraco, therefore, has no grounds for seeking payment of any fees under the License Agreement. According to Judge Walrath, the law does not generally provide for automatic survival of sublicenses. Thus, the Court must determine whether the Distribution Agreement's language provides unambiguously that the License Agreement survived termination of the Distribution Agreement. Judge Walrath added that there is no express term in the Distribution Agreement that provides for survival of licenses existing at the time of termination. Instead, the Distribution Agreement simply provides that the Rights granted under that Agreement to TWC reverted to Sartraco on termination. The Distribution Agreement defines Rights to be the right "to exploit, sublicense, [and] assign . . . the [Film]." The grant of these Rights to TWC continued only "so long as [the Distribution Agreement] is in effect." The Court concluded that under the unambiguous terms of the Distribution Agreement, the rights that TWC had under the License Agreement did not revert to Sartraco. Rather, what reverted to Sartraco was simply the right to exploit or license the Film itself. According to Judge Walrath, this conclusion is also consistent with the Bankruptcy Code and the Sale Order. Under the Bankruptcy Code, contract rights of a debtor are not assigned to another unless done with approval of the Court. In fact, in this case, the rights of the Debtors and TWC in the License Agreement were expressly assigned to SpyGlass (not Sartraco) by Order dated Nov. 9, 2018. Because the Court found that the License Agreement did not revert to Sartraco on termination of the Distribution Agreement, it concluded that Netflix does not owe any fees to Sartraco under the License Agreement. Further, because the Distribution Agreement between Sartraco and TWC has been terminated, TWC (and Spyglass) no longer have the right to exploit or license the Film. Therefore, Netflix is entitled to withdraw the Film from the License Agreement. The Court, therefore, denied the Motion. The bankruptcy case is in re: THE WEINSTEIN COMPANY HOLDINGS, LLC, et al., Chapter 11, Debtors, Case No. 18-10601 (MFW)(Bankr. D. Del.). A copy of the Court's Memorandum Opinion is available at https://bit.ly/2ReJtZZ from Leagle.com. About The Weinstein Company Holdings The Weinstein Company was an American independent film studio founded by Bob and Harvey Weinstein in 2005. The Weinstein Company Holdings LLC and 54 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10601) on March 19, 2018 after reaching a deal to sell all assets to Lantern Asset Management as stalking horse bidder. The Weinstein Company Holdings estimated $500 million to $1 billion in assets and $500 million to $1 billion in liabilities. The Hon. Mary F. Walrath is the case judge. Cravath, Swaine & Moore LLP is the Debtors' bankruptcy counsel, with the engagement led by Paul H. Zumbro, George E. Zobitz, and Karin A. DeMasi, in New York. Richards, Layton & Finger, P.A., is the local counsel, with the engagement headed by Mark D. Collins, Paul N. Heath, Zachary I. Shapiro, Brett M. Haywood, and David T. Queroli, in Wilmington, Delaware. Bernstein Litowitz Berger & Grossmann, LLP, as special litigation counsel. The Debtors also tapped FTI Consulting, Inc., as restructuring advisor; Moelis & Company LLC as investment banker; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. The Office of the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors on March 28, 2018. The committee retained Pachulski Stang Ziehl & Jones, LLP as its legal counsel, and Berkeley Research Group, LLC as its financial advisor. Lantern ultimately emerged as successful bidder following an auction. The Court approved the sale for $287 million. Lantern is the predecessor in interest to SpyGlass Media Group, LLC. WEST PACE: Seeks to Hire RealSouth Valuation as Appraiser --------------------------------------------------------- West Pace, LLC, seeks authority from the United States Bankruptcy Court for the Middle District of Alabama to hire RealSouth Valuation Services, LLC as its appraiser. RealSouth Valuation will appraise the value of the real property in the estate. The appraiser will charge a flat fee of $1,500 and will seek reimburse for its actual, necessary expenses. RealSouth Valuation represents no interest adverse to Debtor or the Estate, according to court filings. The appraiser can be reached through: RealSouth Valuation Services, LLC 8449 Crlland Loop # 111 Montgomery, AL 36117 AL Phone: (860) 761-3000 About West Pace, LLC West Pace, LLC is a privately held company based in Auburn, Alabama. West Pace, LLC, filed its voluntary petition for relief under Chapter 11 of the Bankurptcy Code (Bankr. M.D. Ala. Case No. 20-80067) on Jan. 16, 2020. In the petition signed by Thomas M. Hayley, managing member, the Debtor estimated $50,000 in assets and $1 million to $10 million in liabilities. Michael A. Fritz, Sr., at FRITZ LAW FIRM is the Debtor's counsel. WHITE BIRCH: US Trustee Objects to Disclosure Statement ------------------------------------------------------- William K. Harrington, the United States Trustee for Region 1, submitted an objection to the Disclosure Statement to White Birch Brewing LLC's Plan of Reorganization. According to United States Trustee, additional information should be provided regarding Plan feasibility. The United States Trustee points out that the Debtor's projections should be amended to address the following omissions or inconsistencies regarding to Quarterly fees, Payroll, Payments to Parktown, and Class 2 IRS Payments. About White Birch Brewing White Birch Brewing LLC, a brewery company specializing in handcrafted batches of beer, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.H. Case No. 19-10622) on May 5, 2019. At the time of the filing, the Debtor had estimated assets of less than $500,000 and liabilities of between $10 million and $50 million. The case is assigned to Judge Bruce A. Harwood. The Debtor is represented by Van De Water Law Offices, PLLC. WHITING PETROLEUM: Industry Vet Peterson Leads Reorganized Company ------------------------------------------------------------------ Whiting Petroleum Corporation (NYSE: WLL) mid-August 2020 announced the expected appointment of Lynn Peterson, a 40-year oil and gas industry veteran, as Chief Executive Officer, effective as of the Company's anticipated emergence from chapter 11, which is projected to occur on September 1, 2020. Mr. Peterson succeeds Bradley J. Holly, who will resign effective at that time to pursue other interests following the Company's restructuring. Mr. Peterson will also join the Company's Board of Directors. "We thank Brad for his leadership and strategic contributions that built the foundation for Whiting to expeditiously complete its financial restructuring and implement pivotal enhancements with a stronger balance sheet and improved cost structure. During this period of unprecedented volatility for the industry, Whiting set the standard for executing on a challenging business plan. In addition, over his tenure Brad built a strong management team and advanced the Company’s efforts in sustainability with a focus on diversity and inclusion," said James Catlin, Whiting’s lead director. "As a Board, and in partnership with Brad, we are committed to conducting an orderly emergence from chapter 11 and transitioning seamlessly to the new executive leadership team which has a strong track record of maximizing shareholder value through transactions in the basins where Whiting operates." A hearing to consider confirmation of the Company's chapter 11 plan was held August 14, 2020, and the bankruptcy court confirmed the plan. Upon its expected emergence from chapter 11, Whiting will also welcome a new independent Board of Directors that is anticipated to consist of Chairman Kevin McCarthy (Vice Chairman of Kayne Anderson Capital Advisors), Janet L. Carrig (former Senior Vice President & General Counsel at ConocoPhillips), Susan Cunningham (former Executive Vice President at Noble Energy, Inc.), Paul Korus (former Senior Vice President and Chief Financial Officer at Cimarex Energy Co.), Daniel Rice (Founder and Partner at Rice Investment Group, former CEO at Rice Energy) and Anne Taylor (former Vice Chairman & Managing Partner at Deloitte). "We believe that Lynn brings strong leadership, extensive industry knowledge and unique perspective to Whiting's business in the Williston and DJ basins, leveraging his deep experience that includes operating the same cornerstone asset during his tenure at Kodiak prior to its acquisition by Whiting," said new incoming Chairman Kevin McCarthy. “Lynn’s strategic and operating experience will allow us to enhance and capitalize on the Company’s attractive portfolio as we look to create value for our shareholders." Mr. Peterson most recently served as Chief Executive Officer and Chairman of SRC Energy Inc. before its combination with PDC Energy, Inc. in January 2020. Prior to SRC Energy, Mr. Peterson was co-founder, Chief Executive Officer and Chairman of Kodiak Oil & Gas Corp. before its integration with Whiting in December 2014. Mr. Peterson began his career in accounting and auditor roles at Ernst & Young and holds a Bachelor of Science in Accounting from the University of Northern Colorado. "I am honored to join and lead the Whiting team of talented employees and eager to work alongside our new Board of Directors, which is one of the finest assembled in the E&P sector, to build upon the momentum achieved through the restructuring for a bright Whiting future," Mr. Peterson added. "With a keen focus on excellence, discipline in all facets of our operations, continuing emphasis on environmental, health and safety, and good citizenship within the communities in which we live and operate, I am confident that Whiting will create value even in this challenging environment." "As we emerge from chapter 11, the company has significantly reduced its leverage and strengthened its balance sheet. Moving forward, we expect to focus on the development of our top-tier Bakken acreage, further reducing our leverage, and driving down operating and G&A costs. This should position the Company well for the anticipated industry consolidation that we expect to see in the coming years, particularly in the opportunity-rich landscape of the Williston Basin." About Whiting Petroleum Corp. Whiting Petroleum Corporation, a Delaware corporation -- http://www.whiting.com/-- is an independent oil and gas company that explores for, develops, acquires and produces crude oil, natural gas and natural gas liquids primarily in the Rocky Mountain region of the United States. Its largest projects are in the Bakken and Three Forks plays in North Dakota and Niobrara play in northeast Colorado. Whiting Petroleum trades publicly under the symbol WLL on the New York Stock Exchange. Whiting Petroleum and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-32021) on April 1, 2020. At the time of the filing, the Debtors disclosed $7,636,721,000 in assets and $3,611,750,000 in liabilities. Judge David R. Jones oversees the cases. The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis International, LLP and Jackson Walker L.L.P. as legal counsel; Moelis & Company as investment banker; Alvarez & Marsal as financial advisor; Stretto as claims and solicitation agent, and administrative advisor; and KPMG LLP US as tax consultant. WINDERMERE CLUB: Hires Avery & Associates as Accountant ------------------------------------------------------- The Windermere Club, LLC received approval from the U.S. Bankruptcy Court for the District of South Carolina to hire Avery & Associates, LLC as its accountant. The firm's services will include managing Debtor's books and records and assisting Debtor in the preparation of its monthly operating reports, payroll and tax returns. The firm will charge a flat fee of $2,000 per month. Avery & Associates is disinterested within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Robert Avery Avery & Associates, LLC 4619 Furman Ave. Columbia, SC 29206 Email: bob@averyqbandtax.com About The Windermere Club The Windermere Club, LLC owns and operates a golf course in South Carolina. It conducts business under the name Windermere Golf and Country Club. The Windermere Club filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 20-02780) on July 2, 2020. John T. Bakhaus, general manager, signed the petition. At the time of the filing, Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Judge David R. Duncan oversees the case. Jane H. Downey, Esq., at Moore Taylor Law Firm, PA, serves as Debtor's legal counsel. YAZA WORLD: Seeks to Hire Jim Gaudiosi as Counsel ------------------------------------------------- Yaza World, LLC, seeks authority from the US Bankruptcy Court for the District of Arizona to hire Jim Gaudiosi, Attorney at Law PLLC as its counsel. The professional legal services Firm shall render include, without limitation, preparation of pleadings and applications and conducting of examinations incidental to administration, advising the Debtor of his rights, duties, and obligations under Chapter 11 of the Bankruptcy Code, taking any and all necessary action to the proper preservation and administration of this Chapter 11 estate, and advising Debtor in the formulation and presentation of a plan pursuant to Chapter 11 of the Bankruptcy Code, the disclosure statement and concerning any and all matters relating thereto. The fees of the firm for legal services to be provided to Debtor will be at an hourly rate of $95 per hour to $300 per hour. The firm is a disinterested party, and does not hold or represent an interest adverse to the estate, according to court filings. The firm can be reached through: Jim Gaudiosi, Esq. Jim Gaudiosi, Attorney at Law PLLC 17505 N. 79th Ave, Suite 112A Glendale, AZ 85308 Tel: (623)-777-4760 Fax: (602) 388-8250 Email: jim@gaudiosilaw.com About Yaza World, LLC Yaza World, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-09280) on August 13, 2020, disclosing less than $1 million in both assets and liabilities. Jim Gaudiosi, Esq. at JIM GAUDIOSI, ATTORNEY AT LAW PLLC represents the Debtor as counsel. ZUBRAS ELECTRIC: Seeks to Hire CoreStrength as Financial Advisor ---------------------------------------------------------------- Zubras Electric, Inc., Simon E. Zubras, and Phyllis M. Zubras, seek authority from the U.S. Bankruptcy Court for the Northern District of Texas to hire CoreStrength Financial Advisors as their financial advisor. Brian Breithaupt with CoreStrength will perform the following services: (a) assist in the identification and implementation of cost reductions; (b) assist with the overall financial reporting in managing the administrative requirements of the Bankruptcy Code, including post-petition reporting requirements and claim reconciliation efforts; (c) provide assistance in such areas as testimony before this Court on matters that are within the scope of this engagement and within his area of Mr. Breithaupt's testimonial competencies; (d) assist with such other matters as may be requested that fall within Mr. Breithaupt's expertise and that are mutually agreeable; (e) provide such professional services as are necessary to the Debtors' restructuring efforts and in the ongoing operation and management of the Debtors’ businesses while subject to Chapter 11 of the Bankruptcy Code. CoreStrength's customary billing practice are: (a) Mr. Breithaupt will be paid for services of the Advisor at an hourly rate of $150. (b) In addition, CoreStrength will be reimbursed by the Debtors for the reasonable out-of-pocket expenses of the Advisor, and if applicable other CoreStrength personnel, incurred in connection with the assignment, such as travel, lodging, duplications, computer research, messenger and telephone charges. In addition, CoreStrength will be reimbursed by the Debtors for the reasonable fees and expenses of its counsel incurred in connection with enforcement of this Agreement. Mr. Breithaupt, a principal of CoreStrength, attests that neither CoreStrength nor any officer or director of CoreStrength has any connection or relationship with the Debtors, their creditors, or other parties in interest that would conflict with the scope of CoreStrength's retention or would create any interest adverse to the Debtors' estates, any statutorily appointed committee or any other party in interest. The firm can be reached through: Brian Breithaupt CIRA, CPA CoreStrength Financial Advisors LLC Phone: (214) 535-9247 Email: Brian@corestrengthfinancial.com About Zubras Electric Zubras Electric, Inc. -- http://www.zubraselectric.com/-- has been in the electrical contracting business since 1995. It provides all aspects of electrical repairs for both residential and commercial clients within the Dallas and Ft. Worth Metroplex areas. Zubras Electric sought Chapter 11 protection (Bankr. N.D. Texas Case No. 19-32690) on Aug. 13, 2019, in Dallas. The case is jointly administered with the Chapter 11 case (Bankr. N.D. Texas Case No. 19-32753) filed by Zubras Electric President Simon Esthel Zubras and Phyllis Marie Zubras. The Debtor disclosed $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Judge Stacey G. Jernigan presides over the case. The Debtor tapped Melissa S. Hayward, Esq., at Hayward & Associates PLLC, as its legal counsel. [*] IP Assets of Retailers Draw Rising Demand in Online Shif ------------------------------------------------------------ Matthew Bultman, writing for Bloomberg Law, reports that the market for bankrupt companies' intellectual property is favoring sellers, as another wave of virus-related commercial Chapter 11 filings looms. Retailers' branding and e-commerce IP assets, in particular, have become more valuable as stores have increasingly pivoted away in recent years from brick-and-mortar operations -- a trend accelerated by the pandemic -- attorneys and consultants say. With the transition, bankrupt or liquidating retailers' IP assets that would otherwise have been frittered away or dumped for meager sums in the past are fetching relatively high dollars in auctions. Pier 1 Imports revealed plans to sell its IP and online retail business for $31 million. Other retailers also have found buyers for their IP assets while store operations have shuttered. Investors increasingly see lucrative opportunities in buying bankrupt retailers' trademarks, customer lists and other IP, creating a pool of buyers that is deeper and more competitive. "What we're seeing is more interest in brands today than maybe at any time in these two cycles," said David Peress, an executive at the IP advisory firm Hilco Streambank, referring to two most recent economic cycles. "It's being driven principally by private equity." The number of Chapter 11 filings in the first six months of 2020 was the highest in the time period since 2012. According to Epiq Systems Inc, the bankruptcy filings in the U.S. from 2012 to 2020 are as follows: * 2012 – 4.1K * 2013 – 3.5K * 2014 – 3.0K * 2015 – 2.6K * 2016 – 3.2K * 2017 – 3.0K * 2018 – 2.7K * 2019 – 2.9K * 2020 – 3.6K Investment-minded companies are watching bankruptcy filings for other potentially valuable IP assets, including patents and software code. This interest spotlights a push within law firms for collaboration, and bankruptcy attorneys working more closely with their IP colleagues. "When bankruptcy starts to intersect with something as complex as IP rights, it makes sense to bring those specialists in as well," said Mark Salzberg, a bankruptcy attorney at Squire Patton Boggs in Washington D.C. Brand Interest Over 3,600 companies filed for Chapter 11 bankruptcy protection in the first half of 2020, outpacing the last several years, according to the American Bankruptcy Institute. Clothing retailers and home furnishing stores were among those hit hardest. Brooks Brothers Group Inc. cited the impact of the pandemic when it filed for bankruptcy this month. Several other retailers, including J. Crew Group Inc., Neiman Marcus Group Inc., and Sur La Table Inc. have also filed for bankruptcy since the virus took hold in March. Compared to assets like real estate and inventory, IP is a relatively new value driver when retailers go bankrupt. Investors have realized that reshaping brick-and-mortar retailers into online companies is doable, attorneys said. That switch drew skepticism in the past. Consumers' transition to e-commerce is being accelerated amid the pandemic. In June, online spending rose 76% year-over-year to $73 billion, according to the Adobe Digital Economy Index. "People have learned to exist from their homes without going to physical stores in a very abrupt way," Jeffrey Cohen, a bankruptcy attorney at Lowenstein Sandler LLP in New York, said. "I think it is really magnifying the value of IP going forward." Online shoppers are more likely to trust brand names they recognize, which could put a premium on well-established names. The winning bidder for Pier 1's IP and online retail business was Retail Ecommerce Ventures LLC, an investment company which also bought the Dressbarn brand last year. Retail Ecommerce outbid private equity firm Sycamore Partners Management LP. "Having recognizable, iconic brands in the e-commerce space does really become important," said Gary Epstein, an executive at Hilco Global. "That's where there's really inherent value in picking up some of these brands." Intangible Assets Brand or e-commerce acquisitions during bankruptcies can create opportunities for IP lawyers. Aaron Kaufman, a bankruptcy attorney at Dykema Gossett PLLC in Dallas, said he would be doing a disservice to a client spending millions of dollars in acquiring a brand and not having an IP attorney help with due diligence. Computer software, like a retailers' point of sale system, also can have immense value separate from the company, attorneys said. Manufacturers have also looked to gain from their patent portfolios in bankruptcy. Kirkland & Ellis LLP IP attorney Ellisen Turner said his firm is advising companies to keep close tabs on bankruptcy filings and restructuring businesses' assets. "It's not just their physical assets that people are used to thinking about, but their IP assets that may become available," Turner said. Over 80% of S&P 500 companies' value is in IP and other intangible assets, a reversal from decades ago, a 2019 report sponsored by insurance broker Aon PLC found. At the same time, law firms’ bankruptcy teams have shifted towards getting IP attorneys more involved, lawyers said. Salzberg, of Squire Patton, said they will work "hand-in-glove" with IP lawyers, particularly when evaluating potential purchases. Ongoing IP litigation, including patent infringement disputes, can also follow companies into bankruptcy court, and require the attention of IP specialists. There can also be major disputes over things like licensing rights, attorneys said. "Having someone with both technology knowledge of the subject area, and also the sometimes very complex intellectual property issues that can be associated with the rights changing hands or valuing the IP, that can be very important," Turner said. IP attorneys are also calling on bankruptcy attorneys for help. Luke Pedersen, a lawyer at Baker Botts LLP who handles technology transfers, said it can be helpful to turn to bankruptcy professionals when hammering out complicated license agreements, with an eye toward the future. "We need bankruptcy professionals helping us through our sophisticated licenses and due diligence because there's a strong likelihood that many of these companies will go bankrupt," Pedersen said. [*] Major Retailers That Filed for Bankruptcy in July ----------------------------------------------------- CNN reports that growing number of major retailers filed for bankruptcy protection because of coronavirus and some of these that closed their locations in July 2020. Coronavirus, massive amounts of debt, and a shift in shopping habits created a lethal cocktail of bankruptcies and store closures in July 2020. So far this year, 21 private and public retailers have filed for Chapter 11 according to BankruptcyData.com. That's more than double the number that filed for the same time period last year, CNN reports. In total, 20 retailers filed for bankruptcy protection in 2019. In July 2020, well-known mall staples that filed for Chapter 11 included Lucky Brand, Brooks Brothers, Muji and Sur La Table. All of those stores, and others, announced significant store reductions amounting to more than 1,000 closures. Here are some of the brands that announced closures and bankruptcies in July: * NPC International The name of this huge franchisee may not sound familiar, but what it operates certainly does: 1,200 Pizza Hut and 400 Wendy's restaurants throughout the US. NPC International kicked off July's string of bankruptcies with its own, blaming its collapse on coronavirus-related shutdowns, a debt burden of nearly $1 billion as well as rising labor and food costs. Its restaurants will continue to operate and it employs nearly 40,000 people in 27 US states, according to its website. The company will use Chapter 11 to "evaluate and optimize our restaurant portfolio so that we are best positioned to meet the needs of consumers across the country." * Lucky Brand The once-trendy denim company filed for bankruptcy on July 3, explaining in a press release that the pandemic has “severely impacted sales across all channels.” Lucky Brand will immediately close 13 of its roughly 200 stores in North America, which are mostly in malls, according to CNN. However, its online store and re-opened locations will continue to operate normally. The plan through the Chapter 11 process is to sell itself to SPARC Group, the owner of Nautica and Aéropostale. * Brooks Brothers The 200-year-old menswear retailer that has dressed 40 US presidents filed for bankruptcy on July 8. The privately held company had been struggling as business attire grew more casual in recent years and the transition to working-from-home because of the pandemic. Brooks Brothers has been evaluating various strategic options, including a potential sale. But it has struggled to find a buyer. A company spokesperson told CNN Business that it expects to "complete the sale process within the next few months." It's also in the process of permanently closing 20 percent of its 250 US stores. * Sur La Table The nearly 50-year-old purveyor of upscale kitchenware and cooking classes filed for bankruptcy on July 8, CNN confirms. Despite people increasingly cooking at home and needing kitchen supplies, the retailer was hurt by the temporary store closures sparked by the pandemic. To better "thrive in a post COVID-19 retail environment," the company is closing roughly half of its 120 US stores and looking for a buyer. * Muji The trendy Japanese retailer that sells minimalist decor, stationery and clothing, filed for bankruptcy on July 9. Muji CEO Satoshi Okazaki said the company has "felt the devastating effects of the COVID-19 pandemic on in-store retail" and is closing a "small number" of its US stores. Muji plans to focus its efforts on online sales. The company said in its statement that the bankruptcy process will "ensure the future health, growth, and viability of the company. Muji is committed to serving its customers in the market and providing a high quality of product and experience into the future." * RTW Retailwinds The owner of women’s retailer New York & Co. filed on July 13 — just weeks after warning its future was in "substantial doubt." RTW Retailwinds, which has nearly 400 stores and 5,000 employees, said it "expects to close a significant portion, if not all, of its brick-and-mortar stores" after liquidation sales are complete. Like others, it blamed its collapse on the "challenging retail environment coupled with the impact of the coronavirus pandemic" that has caused "significant financial distress." It's looking to sell its online operations and the intellectual property of the century-old business. * Heritage Brands PVH Corp., which owns Calvin Klein and Tommy Hilfiger, didn't file for bankruptcy but announced substantial closures and layoffs of its Heritage Brands unit on July 14. Van Heusen and Izod Golf stores are part of Heritage and are staples across US outlet malls. In total, it's closing the entirety of its 162 store footprint and PVH is laying off 12% of its total workforce, which amounts to roughly 450 jobs. Heritage also owns women's brands Olga and Warner's as well as men's casual outfitter Arrow. Those brands won't disappear, and will still be sold in department stores and warehouse clubs. * Tailored Brands OK, so technically Tailored hasn't filed for bankruptcy. Yet. Despite strong rumblings of a bankruptcy filing. Instead, on July 21 it announced store closures and deep cuts to its corporate workforce. The owner of suit sellers Men's Wearhouse, Jos. A. Bank, and K&G identified 500 stores for closures and said it's cutting 20 percent of its corporate positions in hopes of strengthening its "financial position and enable it to compete more effectively in the challenging retail environment," according to a release. The company has around 1,500 stores in the United States, with about half operating under the Men's Wearhouse name. * Ascena Retail Group The owner of Ann Taylor, LOFT, Lane Bryant, and other women’s clothing stores filed for bankruptcy Thursday. Ascena was in deep financial trouble even prior to the Covid-19 pandemic, reporting a positive operating profit in only one year of the last five and has reported operating losses of $2.4 billion since the summer of 2014. Ascena is closing all of its roughly 300 Catherines stores, a significant but undisclosed [number of Justice stores and a smaller number of Ann Taylor, LOFT, Lane Bryant and Lou & Grey locations. As of February 1, it had 2,764 stores spread among its various brands — a decrease of 600 since the beginning of August. [^] BOND PRICING: For the Week from September 7 to 11, 2020 ----------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- 24 Hour Fitness Worldwide HRFITW 8.000 0.250 6/1/2022 24 Hour Fitness Worldwide HRFITW 8.000 1.741 6/1/2022 Advance Auto Parts Inc AAP 4.500 104.100 1/15/2022 Ahern Rentals Inc AHEREN 7.375 50.843 5/15/2023 Allergan Inc/United States AGN 3.375 99.883 9/15/2020 American Airlines 2011-1 Class A Pass Through Trust AAL 5.250 86.827 1/31/2021 American Energy- Permian Basin LLC AMEPER 12.000 2.750 10/1/2024 American Energy- Permian Basin LLC AMEPER 12.000 1.905 10/1/2024 American Energy- Permian Basin LLC AMEPER 12.000 1.905 10/1/2024 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Basic Energy Services Inc BASX 10.750 20.512 10/15/2023 Basic Energy Services Inc BASX 10.750 19.762 10/15/2023 Bristow Group Inc/old BRS 6.250 6.506 10/15/2022 Bristow Group Inc/old BRS 4.500 6.500 6/1/2023 Buffalo Thunder Development Authority BUFLO 11.000 50.125 12/9/2022 CBL & Associates LP CBL 5.250 39.875 12/1/2023 CEC Entertainment Inc CEC 8.000 12.250 2/15/2022 CONSOL Energy Inc CEIX 11.000 39.851 11/15/2025 CONSOL Energy Inc CEIX 11.000 39.839 11/15/2025 Calfrac Holdings LP CFWCN 8.500 11.000 6/15/2026 Calfrac Holdings LP CFWCN 8.500 10.283 6/15/2026 California Resources Corp CRC 8.000 2.500 12/15/2022 California Resources Corp CRC 6.000 2.625 11/15/2024 California Resources Corp CRC 8.000 2.090 12/15/2022 California Resources Corp CRC 6.000 2.654 11/15/2024 Callon Petroleum Co CPE 6.250 37.038 4/15/2023 Callon Petroleum Co CPE 6.125 31.143 10/1/2024 Callon Petroleum Co CPE 8.250 29.456 7/15/2025 Callon Petroleum Co CPE 6.125 31.078 10/1/2024 Callon Petroleum Co CPE 6.125 31.078 10/1/2024 Chaparral Energy Inc CHAP 8.750 1.000 7/15/2023 Chaparral Energy Inc CHAP 8.750 6.696 7/15/2023 Chesapeake Energy Corp CHK 11.500 14.750 1/1/2025 Chesapeake Energy Corp CHK 5.500 4.563 9/15/2026 Chesapeake Energy Corp CHK 6.625 4.500 8/15/2020 Chesapeake Energy Corp CHK 11.500 11.375 1/1/2025 Chesapeake Energy Corp CHK 4.875 4.625 4/15/2022 Chesapeake Energy Corp CHK 5.750 4.500 3/15/2023 Chesapeake Energy Corp CHK 7.000 4.375 10/1/2024 Chesapeake Energy Corp CHK 8.000 4.938 6/15/2027 Chesapeake Energy Corp CHK 8.000 4.250 1/15/2025 Chesapeake Energy Corp CHK 7.500 4.375 10/1/2026 Chesapeake Energy Corp CHK 8.000 3.500 3/15/2026 Chesapeake Energy Corp CHK 8.000 4.137 1/15/2025 Chesapeake Energy Corp CHK 8.000 4.073 3/15/2026 Chesapeake Energy Corp CHK 8.000 4.217 6/15/2027 Chesapeake Energy Corp CHK 8.000 4.217 6/15/2027 Chesapeake Energy Corp CHK 8.000 4.073 3/15/2026 Chesapeake Energy Corp CHK 8.000 4.137 1/15/2025 Chinos Holdings Inc CNOHLD 7.000 0.332 N/A Chinos Holdings Inc CNOHLD 7.000 0.332 N/A Continental Airlines 2000-1 Class A-1 Pass Through Trust UAL 8.048 95.520 11/1/2020 Continental Airlines 2000-1 Class B Pass Through Trust UAL 8.388 94.767 11/1/2020 Continental Airlines 2012-2 Class B Pass Through Trust UAL 5.500 95.840 10/29/2020 Dean Foods Co DF 6.500 1.421 3/15/2023 Dean Foods Co DF 6.500 1.421 3/15/2023 Denbury Resources Inc DNR 9.000 51.000 5/15/2021 Denbury Resources Inc DNR 9.250 50.500 3/31/2022 Denbury Resources Inc DNR 6.375 17.000 12/31/2024 Denbury Resources Inc DNR 5.500 1.750 5/1/2022 Denbury Resources Inc DNR 4.625 1.750 7/15/2023 Denbury Resources Inc DNR 9.250 41.875 3/31/2022 Denbury Resources Inc DNR 9.000 49.625 5/15/2021 Denbury Resources Inc DNR 6.375 13.750 12/31/2024 Diamond Offshore Drilling DOFSQ 7.875 10.250 8/15/2025 Diamond Offshore Drilling DOFSQ 4.875 10.438 11/1/2043 Diamond Offshore Drilling DOFSQ 5.700 10.125 10/15/2039 Diamond Offshore Drilling DOFSQ 3.450 10.125 11/1/2023 ENSCO International Inc VAL 7.200 12.000 11/15/2027 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.750 22.500 5/15/2026 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 0.001 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 8.000 0.403 2/15/2025 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.750 23.000 5/15/2026 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 0.029 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 8.000 0.403 2/15/2025 EnLink Midstream Partners LP ENLK 6.000 38.150 N/A Endologix Inc ELGX 3.250 93.875 11/1/2020 Energy Conversion Devices ENER 3.000 7.875 6/15/2013 Energy Future Competitive Holdings Co LLC TXU 1.050 0.072 1/30/2037 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 28.873 7/15/2023 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 29.107 7/15/2023 Extraction Oil & Gas Inc XOG 7.375 26.500 5/15/2024 Extraction Oil & Gas Inc XOG 7.375 27.973 5/15/2024 FTS International Inc FTSINT 6.250 38.698 5/1/2022 Federal Farm Credit Banks Funding Corp FFCB 1.050 99.257 3/16/2023 Federal Farm Credit Banks Funding Corp FFCB 0.710 99.162 6/17/2024 Federal Farm Credit Banks Funding Corp FFCB 0.720 99.156 9/10/2024 Federal Farm Credit Banks Funding Corp FFCB 1.040 99.867 6/15/2026 Federal Farm Credit Banks Funding Corp FFCB 1.000 99.533 9/16/2022 Federal Home Loan Banks FHLB 2.700 99.260 9/18/2031 Federal Home Loan Mortgage FHLMC 1.030 99.342 3/16/2023 Federal Home Loan Mortgage FHLMC 1.320 99.736 3/15/2028 Federal Home Loan Mortgage FHLMC 1.200 99.629 12/16/2022 Federal National Mortgage Association FNMA 1.375 99.444 9/15/2020 Federal National Mortgage Association FNMA 1.850 99.695 9/16/2020 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 Frontier Communications FTR 10.500 43.125 9/15/2022 Frontier Communications FTR 7.125 40.750 1/15/2023 Frontier Communications FTR 7.625 42.000 4/15/2024 Frontier Communications FTR 8.750 43.250 4/15/2022 Frontier Communications FTR 9.250 40.250 7/1/2021 Frontier Communications FTR 6.250 41.250 9/15/2021 Frontier Communications FTR 10.500 43.009 9/15/2022 Frontier Communications FTR 10.500 43.009 9/15/2022 GNC Holdings Inc GNC 1.500 1.375 8/15/2020 General Electric Co GE 5.000 77.500 N/A General Electric Co GE 4.375 99.896 9/16/2020 General Electric Co GE 5.500 99.864 9/15/2020 General Electric Co GE 5.900 99.809 9/15/2020 Global Marine Inc GLBMRN 7.000 21.800 6/1/2028 Goodman Networks Inc GOODNT 8.000 43.000 5/11/2022 Great Western Petroleum LLC / Great Western Finance Corp GRTWST 9.000 56.607 9/30/2021 Great Western Petroleum LLC / Great Western Finance Corp GRTWST 9.000 56.607 9/30/2021 Grizzly Energy LLC VNR 9.000 6.000 2/15/2024 Grizzly Energy LLC VNR 9.000 6.000 2/15/2024 Guitar Center Inc GTRC 9.500 75.185 10/15/2021 Guitar Center Inc GTRC 9.500 73.932 10/15/2021 Hertz Corp/The HTZ 6.250 47.688 10/15/2022 Hi-Crush Inc HCR 9.500 3.500 8/1/2026 Hi-Crush Inc HCR 9.500 7.180 8/1/2026 High Ridge Brands Co HIRIDG 8.875 3.500 3/15/2025 High Ridge Brands Co HIRIDG 8.875 3.000 3/15/2025 HighPoint Operating Corp HPR 7.000 22.706 10/15/2022 HighPoint Operating Corp HPR 8.750 25.480 6/15/2025 Hillshire Brands Co/The HSH 4.100 99.887 9/15/2020 International Wire Group ITWG 10.750 89.250 8/1/2021 International Wire Group ITWG 10.750 88.750 8/1/2021 J Crew Brand LLC / J Crew Brand Corp JCREWB 13.000 52.652 9/15/2021 JC Penney Corp Inc JCP 5.875 32.250 7/1/2023 JC Penney Corp Inc JCP 6.375 0.625 10/15/2036 JC Penney Corp Inc JCP 7.400 0.750 4/1/2037 JC Penney Corp Inc JCP 5.650 0.950 6/1/2020 JC Penney Corp Inc JCP 8.625 2.250 3/15/2025 JC Penney Corp Inc JCP 7.625 0.750 3/1/2097 JC Penney Corp Inc JCP 5.875 31.343 7/1/2023 JC Penney Corp Inc JCP 7.125 1.386 11/15/2023 JC Penney Corp Inc JCP 8.625 2.500 3/15/2025 JC Penney Corp Inc JCP 6.900 0.225 8/15/2026 JCK Legacy Co MNIQQ 6.875 2.500 3/15/2029 JCK Legacy Co MNIQQ 6.875 11.426 7/15/2031 JCK Legacy Co MNIQQ 7.150 1.998 11/1/2027 Jonah Energy LLC / Jonah Energy Finance Corp JONAHE 7.250 8.722 10/15/2025 Jonah Energy LLC / Jonah Energy Finance Corp JONAHE 7.250 8.722 10/15/2025 K Hovnanian Enterprises Inc HOV 5.000 10.353 2/1/2040 K Hovnanian Enterprises Inc HOV 5.000 10.353 2/1/2040 LSC Communications Inc LKSD 8.750 15.000 10/15/2023 LSC Communications Inc LKSD 8.750 14.938 10/15/2023 Lexicon Pharmaceuticals Inc LXRX 5.250 61.000 12/1/2021 Liberty Media Corp LMCA 2.250 47.006 9/30/2046 Lonestar Resources America Inc LONE 11.250 18.500 1/1/2023 Lonestar Resources America Inc LONE 11.250 17.807 1/1/2023 MAI Holdings Inc MAIHLD 9.500 16.138 6/1/2023 MAI Holdings Inc MAIHLD 9.500 16.138 6/1/2023 MAI Holdings Inc MAIHLD 9.500 16.138 6/1/2023 MF Global Holdings Ltd MF 9.000 15.625 6/20/2038 MF Global Holdings Ltd MF 6.750 15.625 8/8/2016 Mashantucket Western Pequot Tribe MASHTU 7.350 16.000 7/1/2026 Men's Wearhouse Inc/The TLRD 7.000 2.125 7/1/2022 Men's Wearhouse Inc/The TLRD 7.000 1.093 7/1/2022 NWH Escrow Corp HARDWD 7.500 41.217 8/1/2021 NWH Escrow Corp HARDWD 7.500 41.217 8/1/2021 Nabors Industries Inc NBR 5.750 28.092 2/1/2025 Nabors Industries Inc NBR 5.000 99.475 9/15/2020 Nabors Industries Inc NBR 0.750 25.250 1/15/2024 Nabors Industries Inc NBR 5.750 28.785 2/1/2025 Nabors Industries Inc NBR 5.750 28.834 2/1/2025 Neiman Marcus Group LLC/The NMG 7.125 8.500 6/1/2028 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.000 5.000 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 14.000 29.500 4/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.750 5.339 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.000 5.386 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.750 5.339 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 14.000 27.769 4/25/2024 Neiman Marcus Group Ltd LLC NMG 8.000 58.750 10/15/2021 Neiman Marcus Group Ltd LLC NMG 8.750 53.625 10/15/2021 Neiman Marcus Group Ltd LLC NMG 8.000 58.750 10/15/2021 Neiman Marcus Group Ltd LLC NMG 8.750 53.625 10/15/2021 Nelnet Inc NNI 3.681 85.476 9/29/2036 Nine Energy Service Inc NINE 8.750 34.843 11/1/2023 Nine Energy Service Inc NINE 8.750 35.099 11/1/2023 Nine Energy Service Inc NINE 8.750 35.099 11/1/2023 Northwest Hardwoods Inc HARDWD 7.500 34.179 8/1/2021 Northwest Hardwoods Inc HARDWD 7.500 34.179 8/1/2021 OMX Timber Finance Investments II LLC OMX 5.540 0.573 1/29/2020 Oasis Petroleum Inc OAS 6.875 21.465 3/15/2022 Oasis Petroleum Inc OAS 2.625 20.000 9/15/2023 Oasis Petroleum Inc OAS 6.875 22.612 1/15/2023 Oasis Petroleum Inc OAS 6.250 21.759 5/1/2026 Oasis Petroleum Inc OAS 6.500 20.348 11/1/2021 Oasis Petroleum Inc OAS 6.250 21.737 5/1/2026 Optimas OE Solutions Holding LLC / Optimas OE Solutions Inc OPTOES 8.625 55.000 6/1/2021 Optimas OE Solutions Holding LLC / Optimas OE Solutions Inc OPTOES 8.625 54.517 6/1/2021 Party City Holdings Inc PRTY 6.625 21.939 8/1/2026 Party City Holdings Inc PRTY 6.125 24.750 8/15/2023 Party City Holdings Inc PRTY 6.625 19.449 8/1/2026 Party City Holdings Inc PRTY 6.125 30.135 8/15/2023 Peabody Energy Corp BTU 6.000 58.574 3/31/2022 Peabody Energy Corp BTU 6.000 57.748 3/31/2022 Pride International LLC VAL 6.875 10.500 8/15/2020 Pride International LLC VAL 7.875 10.250 8/15/2040 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Revlon Consumer Products REV 5.750 30.296 2/15/2021 Revlon Consumer Products REV 6.250 14.053 8/1/2024 Rolta LLC RLTAIN 10.750 4.732 5/16/2018 SEACOR Holdings Inc CKH 3.000 99.500 11/15/2028 SESI LLC SPN 7.125 22.029 12/15/2021 SESI LLC SPN 7.750 25.497 9/15/2024 SESI LLC SPN 7.125 40.250 12/15/2021 SanDisk LLC SNDK 0.500 83.928 10/15/2020 SandRidge Energy Inc SD 7.500 0.500 2/15/2023 Sears Holdings Corp SHLD 8.000 1.750 12/15/2019 Sears Holdings Corp SHLD 6.625 5.998 10/15/2018 Sears Holdings Corp SHLD 6.625 5.998 10/15/2018 Sears Roebuck Acceptance SHLD 7.500 0.794 10/15/2027 Sears Roebuck Acceptance SHLD 6.750 0.690 1/15/2028 Sears Roebuck Acceptance SHLD 7.000 0.538 6/1/2032 Sears Roebuck Acceptance SHLD 6.500 0.569 12/1/2028 Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014 Summit Midstream Partners LP SMLP 9.500 15.250 N/A Teligent Inc/NJ TLGT 4.750 41.179 5/1/2023 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 Tesla Energy Operations TSLAEN 3.600 90.457 11/5/2020 Transworld Systems Inc TSIACQ 9.500 27.000 8/15/2021 Ultra Resources Inc/US UPL 11.000 5.750 7/12/2024 Ultra Resources Inc/US UPL 7.125 0.540 4/15/2025 Voyager Aviation Holdings LLC / Voyager Finance Co VAHLLC 8.500 67.743 8/15/2021 Voyager Aviation Holdings LLC / Voyager Finance Co VAHLLC 8.500 68.908 8/15/2021 Windstream Services LLC / Windstream Finance Corp WIN 9.000 0.854 6/30/2025 Windstream Services LLC / Windstream Finance Corp WIN 10.500 2.628 6/30/2024 Windstream Services LLC / Windstream Finance Corp WIN 9.000 0.854 6/30/2025 Windstream Services LLC / Windstream Finance Corp WIN 6.375 2.751 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 6.375 2.751 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 7.500 5.000 6/1/2022 Windstream Services LLC / Windstream Finance Corp WIN 8.750 1.103 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 8.750 2.750 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 10.500 2.628 6/30/2024 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2020. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***