/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/200929.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, September 29, 2020, Vol. 24, No. 272 Headlines 01 BH PARTNERSHIP: Deutsche Bank Says Plan Not Confirmable 2231 BRANT: Seeks to Hire Bankruptcy Law as Counsel 41-23 HAIGHT: Committee Hires Dopkins as Forensic Accounant AJRANC INSURANCE: Seeks to Hire Stichter Riedel as Counsel ALLEN GAUGE: Seeks to Hire B. Rose as Accountant ALLEN GAUGE: Seeks to Hire Wolfe & Co. as CRO ALLEN GAUGE: Seeks to Whiteford Taylor as Counsel ALPHA AGRICULTURAL: Hires Hampilos & Associates as Legal Counsel AMERICAN RESIDENTIAL: S&P Alters Outlook to Neg., Affirms 'B' ICR AMERICAN TIMBER: Case Summary & 20 Largest Unsecured Creditors ARANDELL HOLDINGS: Seeks to Hire 'Ordinary Course' Professionals ARCONIC CORP: Fitch Affirms BB+ LongTerm IDR, Outlook Negative ARRAY TECHNOLOGIES: Moody's Assigns B1 CFR, Outlook Stable ARRO CORP: Debtor Wins Confirmation of Liquidating Plan ASCENA RETAIL: $40.8M Sale of Catherines Assets to FullBeauty OK'd AUTO MASTER: Court Grants 2 Months for Amended Plan BENEVIS CORP: Hires Jackson Walker as Legal Counsel BENEVIS CORP: Hires Lincoln Partners as Investment Banker BESTWALL LLC: Unsecured Claims Are Unimpaired in Plan BIORESTORATIVE THERAPIES: Unsecureds Get Either Stock or Plan Note BIZ AS USUAL: Dalin Funding Objects to Amended Disclosure BIZ AS USUAL: U.S. Trustee Objects to Amended Disclosures BIZNESS AS USUAL: Dalin Funding Objects to First Amended Disclosure BLUE STAR: Seeks to Hire Stoel Rives as Counsel BOUCHARD TRANSPORTATION: Pursues Chapter 11 Restructuring CALIFORNIA PIZZA KITCHEN: Closes Boulder, CO Location CAMBIUM LEARNING: Moody's Affirms B3 CFR on Rosetta Stone Purchase CAMBIUM LEARNING: S&P Affirms 'B-' ICR; Outlook Stable CANADA GOOSE: S&P Assigns 'B+' ICR; Outlook Stable CANCER GENETICS: Issues 199,543 Common Shares to Lender CARIBBEAN TRADING: Hires Estrella LLC as Counsel CARVANA CO: S&P Rates New $1BB Senior Unsecured Notes 'CCC+' CBL PROPERTIES: Gets New Deal to Delay Bankruptcy Filing CHINOS INTERMEDIATE 2: Moody's Gives B3 CFR on Bankruptcy Emergence CHRISTOPHER S. HARRISON: Oct. 27 Hearing on Trustee's Property Sale CIELO VISTA HOSPITALITY: Seeks to Hire Allison Law as Attorney CLYDE J. SUTTON, JR: $120K Cash Sale of Lewisburg Property Approved CMS ENERGY: Fitch Affirms BB+ LongTerm Issuer Default Rating COMPASS GROUP: S&P Affirms 'B+' Long-Term ICR, Outlook Negative CORNERSTONE PAVERS: Unsecureds Owed Less than $1K to Recover 67% CROSSPLEX VILLAGE: Hires Christian & Small as Special Counsel DEGROFF RX: Case Summary & 20 Largest Unsecured Creditors DESIGN REFRIGERATION: Files Modification to Disclosure Statement DIAMONDBACK INDUSTRIES: The Drurys Object to Amended Disclosures DIFFUSION PHARMACEUTICALS: Appoints General Counsel & Secretary DIOCESE OF SYRACUSE: Hires Mackenzie Hughes as Litigation Counsel DMT SOLUTIONS: S&P Alters Outlook to Stable, Affirms 'B-' ICR DYCOM INDUSTRIES: Moody's Hikes CFR to Ba2, Outlook Stable EASTERN NIAGARA: $115K Sale of Lockport Property to Pendyala Okayed EFS COGEN: S&P Affirms Prelim 'BB-' Rating on New Term Loan B ENERGY ALLOYS: Hires Epiq as Claims and Noticing Agent EW SCRIPPS: Fitch Puts 'BB+' LongTerm IDR on Watch Negative EW SCRIPPS: Moody's Affirms 'B2' CFR, Outlook Stable EXPO CONSTRUCTION: Hires John Benton Law as Litigation Counsel EXPO CONSTRUCTION: Seeks to Hire Margaret M. McClure as Counsel FAIRWAY GROUP: Global Settlement Has $1.5M for Unsec. Creditors FECK PROPERTIES: Hires Mr. Feck as Booking Manager FIREBALL REALTY: Unsettled Unsecureds to Recover 2% in 4 Years FIZZ & BUBBLE: Committee Says Plan Disclosures Too Vague FIZZ & BUBBLE: State of Oregon Objects to Disclosure Statement FIZZ & BUBBLE: US Trustee Questions Sale-Based Plan FORD STEEL: Seeks to Hire Cooper & Scully as Legal Counsel FORTOVIA THERAPEUTICS: Hires Janvier Law Firm as Legal Counsel FTS INTERNATIONAL: S&P Downgrades ICR to 'D' on Bankruptcy Filing GARRETT MOTION: Says New DIP Better Than Centerbridge, Oaktree GATEWAY HOSPITALITY: Seeks to Hire Allison Law as Attorney GCI LLC: S&P Rates New $350MM Senior Unsecured Notes 'B' GIGA-TRONICS INC: Appoints New Director to Fill Vacancy GIOVANNI & SONS: Case Summary & 20 Largest Unsecured Creditors GLOBAL PARTNERS: S&P Rates New $350MM Senior Unsecured Notes 'B+' GNC HOLDINGS: Plan Amended for Harbin Sale GOVERNMENT OF GUAM: S&P Assigns 'B+ Long-Term Rating to 2020A COPs GREER FARMS: Case Summary & 9 Unsecured Creditors GROWLERU FRANCO: Oct. 1 Hearing on Disclosure Statement GULFPORT ENERGY: Receives Noncompliance Notice from Nasdaq H-CYTE INC: Receives $3M Gross Proceeds from Rights Offering H.R.H.C.C. INC: Claims to be Paid From Income and Sale of Assets HARVEST PLASMA: Court Confirms Disclosures and Plan HEMATITE HOLDINGS: Gets Initial CCAA Order; KPMG Named Monitor HERMITAGE OFFSHORE: Hires Perella Weinberg as Investment Banker HERMITAGE OFFSHORE: Hires Proskauer Rose as Counsel HOLLYWOOD FOR CHILDREN: Case Summary & 8 Unsecured Creditors IMERYS TALC: Unsecureds May Recover 100% of Their Claims IMPRESSIONS IN CONCRETE: Unsecureds Will Get 50% of Net Profit INGROS FAMILY: Hires Robert O Lampl Law as Counsel INNOVATIVE DESIGNS: Gets Favorable Ruling in FTC Lawsuit INTERIM HEALTHCARE: U.S. Trustee Objects to Plan & Disclosure INTERURBAN HOUSING: Seeks to Hire Sandler Michaud as Counsel ISLET SCIENCES: Wants Plan Exclusivity Extended Thru Dec. 31 J.C. PENNEY: Hires Deloitte Financial as Accounting Advisor JACKIE LLC: Unsecured Creditors to Recover 100% Over 5 Years JAMES M. THOMPSON: Hires Wilbur Smith as Special Counsel JAMUNA TAXI: Unsecureds Will Get 30.6% in 4 Years JEFFERIES FINANCE: S&P Rates New $350MM Incremental Term Loan 'BB-' JM DAIRY: Gets Court Approval to Hire Special Counsel JONATHAN R. SORELLE: Nevada State Bank Objects to Disclosures KB US HOLDINGS: Hires Prime Clerk as Administrative Advisor KB US HOLDINGS: Oct. 13 Auction of Substantially All Assets Set KEAST ENTERPRISES: $535K Sale of Cyclone Feedlot to Vorthmanns OK'd KIMBLE DEVELOPMENT: Seeks Authority to Use Cash Collateral KING MOUNTAIN TOBACCO: Excise Tax Demand Prompts Ch. 11 Filing LAKES EDGE: Case Summary & 6 Unsecured Creditors LAPEER INDUSTRIES: Committee Hires Miller Canfield as Counsel LAS VEGAS MONORAIL: Hires Garman Turner as Counsel LATAM AIRLINES: Committee Retains Conway as Financial Advisor LATAM AIRLINES: Panel Hires Ferro Castro as Brazilian Counsel LATAM AIRLINES: Panel Hires UBS Securities as Investment Banker LATAM AIRLINES: Seeks to Hire Ernst & Young as Auditor LEAFBUYER TECHNOLOGIES: Incurs $5.53M Net Loss in Fiscal 2020 LI GROUP: S&P Affirms 'B' ICR on Announced Acquisition LUMASTREAM INC: $1.5M Sale of All Assets to E Craftsmen Approved LUVU BRANDS: Delays Filing of Fiscal 2020 Annual Report MERITAGE COMPANIES: Hires David H. Bundy as Special Counsel MISSOURI HIGHER EDUCATION: S&P Cuts 2012-1 Notes Rating to 'B-(sf)' MURPHY SHIPPING: Derivative Claimants Will Get $10,000 in Plan MUSEUM OF AMERICAN JEWISH: Files Third Amended Plan NORTHERN OIL: Reverse Common Stock Split Takes Effect NOSCE TE IPSUM: Unsecured Creditors Unimpaired in Plan NOUEL RIEL: Case Summary & Unsecured Creditor ORGANIC POWER: Asks to Defer Plan Deadline Until Oct. 29 OUTPUT SERVICES: S&P Downgrades ICR to 'CCC' on Covenant Breach PACIFICO NATIONAL: Seeks Authority to Use Cash Collateral PALM BEACH BRAIN: Has Interim OK to Use Cash Collateral PASHA GROUP: S&P Cuts ICR to B- on Elevated Leverage, Outlook Neg. PEAK PROPERTY: Taps Robert J. Shilliday as Legal Counsel PENNYMAC FINANCIAL: S&P Rates $400MM Senior Unsecured Notes 'B+' PHARMHOUSE INC: Gets CCAA Initial Stay Order; E&Y Named Monitor PHOENIX GUARANTOR: S&P Assigns 'B' Rating to New Term Loans PHOENIX PRODUCTS: Cash Collateral Hearing Continued to Oct. 22 PLAQUEMINE BAYOU: Seeks Authority to Use Cash Collateral PORTOFINO TOWERS: Case Summary & Unsecured Creditor PROJECT RUBY: S&P Affirms B- Issuer Credit Rating; Outlook Stable PS OF DENVER: Case Summary & 20 Largest Unsecured Creditors RADIO CANTICO: U.S. Trustee Says Plan Unconfirmable RED VENTURES: S&P Rates $400MM Senior Secured Term Loan 'B+' REMINGTON OUTDOOR: Vista Nabs Ammunition Business in Auction REMORA PETROLEUM: Unsecureds May Recover 1.7% in Plan RETAIL SOLUTIONS: Hires Ogletree Deakins as Special Counsel ROCKPORT DEVELOPMENT: Hires Marcus & Millichap as Broker SEANERGY MARITIME: Reports Fleet Commercial Guidance SERENTE SPA: Court Confirms Reorganization Plan SEVEN STARS: Hires Brian K. Mc Mahon as Counsel SEVEN STARS: Hires Kathleen A. Daly as Special Counsel SHOPPINGTOWN MALL: Oct. 6 Disclosure Statement Hearing Set SOAPTREE HOLDINGS: Plan of Reorganization Confirmed by Judge SODAKCO LLC: Unsecured Creditors to Recover 100% Over 5 Years SOUTHEAST SUPPLY: S&P Downgrades ICR to 'BB+'; Outlook Negative SPIRIT AEROSYSTEMS: S&P Rates New $400MM First-Lien Term Loan 'BB-' SPRINGFIELD MEDICAL: Two Units File Reorganization Plan STANDARD LIFE: A.M. Best Affirms B(Fair) Finc'l. Strength Rating STEM HOLDINGS: Acquires Oregon-Based Operating Companies STEPS IN HOME CARE: Seeks to Hire Morrison Tenenbaum as Counsel SUNDER HOLDINGS: Has Until Oct. 12 to File Plan and Disclosures SWISSPORT INT'L: Agrees to Comprehensive Restructuring TAILORED BRANDS: Hires A&G Realty as Real Estate Advisor TAILORED BRANDS: Hires Mourant Ozannes as Special Counsel TAILORED BRANDS: Hires Stikeman Elliott as Canadian Counsel TAILORED BRANDS: Seeks to Hire Jackson Walker as Conflicts Counsel TAILORED BRANDS: Seeks to Hire Kirkland & Ellis as Legal Counsel TAILORED BRANDS: Seeks to Hire PJT Partners as Investment Banker TEMERITY TRUST: $12-Mil. Loan to Fund Plan Payments THROOP VENTURES: Unsecureds Will Get 50% of Its Claims TNS INC: S&P Alters Outlook to Stable, Affirms 'B' ICR TRAVERSE CITY: Case Summary & 20 Largest Unsecured Creditors TRIANGLE FLOWERS: Seeks to Hire Rich Commercial Realty as Broker US-CHINA PROFESSIONAL: Unsecureds to Get Around 100% in Plan VAREX IMAGING: S&P Assigns Prelim 'B' ICR; Outlook Negative VERITY HEALTH: Creditors-Backed Plan Fine-Tuned W.F. GRACE: Case Summary & 20 Largest Unsecured Creditors WALKER MACHINE: Creditors to Get Paid from Property Sale Proceeds WAVE COMPUTING: Taps Armory Securities as Investment Banker WELCOME HOME: Voluntary Chapter 11 Case Summary YARBOROUGH HOSPITALITY: Seeks to Hire Allison Law as Attorney [N]SITE VENTURES: Seeks to Hire Corey B. Beck as Counsel [^] Large Companies with Insolvent Balance Sheet ********* 01 BH PARTNERSHIP: Deutsche Bank Says Plan Not Confirmable ---------------------------------------------------------- Bank of America, N.A., as servicer for Deutsche Bank National Trust Company, As Trustee for the Harborview Mortgage Loan Trust 2004-9, Mortgage Pass-Through Certificates, Series 2004-9 ("Deutsche Bank"), filed its objection to approval of 01 BH Partnership's Amended Chapter 11 Plan of Reorganization and Disclosure Statement. With respect to Deutsche Bank's Secured Claim, the Plan provides as follows: if Deutsche Bank makes a Section 1111(b) election, its claim will be paid in full, but amortized over 30 years at the minimum interest rate required for such payments to have a present value equal to the market value of the Property. Otherwise, Plan proposed to bifurcate Deutsche Bank's claim into secured claim in the amount of $300,00, or the value of the Property as determined by agreement or the Court, to be paid in full, if not by the Effective Date, then by monthly payments amortized over 30 years, at the contract interest rate, but with a balloon payment in five years, and an unsecured claim, 5% of which will be paid within five years, if Deutsche Bank will accept the 5% payment in full satisfaction of its claim against non-Debtor parties. In the alternative, Deutsche Bank will receive none of the unsecured portion, but will retain all rights and remedies against all non-Debtor parties. As such, Deutsche Bank objects to the Plan's Disclosure Statement for these reasons: * First, treatment under the Plan and DS is vague, ambiguous, and speculative and fails to provide Deutsche Bank with information necessary to make an informed judgement about the Plan. * Second, Debtor fails to provide any details on how the Plan will be funded. Without more details Deutsche Bank must conclude that Debtor is unable to propose a feasible Plan with respect to Deutsche Bank's claim. * Third, the Plan cannot be confirmed because the foregoing proposed treatment on Deutsche Bank's Secured Claim is not fair and equitable within the purview of 11 U.S.C. Sec. 1129(b)(2)(A)1. * Fourth, Deutsche Bank objects to the Plan as it fails to provide for the on-going impound account. * Fifth Deutsche Bank objects to Debtor's proposed Plan as it fails to provide for repayment of the outstanding prepetition arrearages in the amount of $839,912, for the repayment of postpetition arrearages in the amount of $103,012, or for on-going monthly payments. * Finally, as the Plan is patently un-confirmable, the Disclosure Statement describing such Plan cannot be approved. Based upon the foregoing, Deutsche Bank submits that the Plan is not fair and equitable with respect to its Claim and, thus, fails to satisfy the requirements of Sec. 1129(a)(1), Sec. 1129(a)(8), Sec. 1129(a)(11), and Sec. 1129(b)(2)(A). Attorneys for Deutsche Bank: NATHAN F. SMITH MALCOLM * CISNEROS, A Law Corporation 2112 Business Center Drive, Second Floor Irvine, CA 92612 Tel: (949) 252-9400 Fax: (949) 252-1032 Email: nathan@mclaw.org About 01 BH Partnership 01 BH Partnership is the fee owner of a 1,087-square-foot family residence located at 1001 N. Beverly Glen Blvd., Los Angeles. It also owns 10 percent interests in 18 adjacent undeveloped, vacant lots. It previously sought bankruptcy protection (Bankr. C.D. Cal. Case No. 18-11040) on April 25, 2018. 01 BH Partnership again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-11924) on July 31, 2019. At the time of the filing, the Debtor disclosed $245,000 in assets and $10,562,927 in liabilities. The case is assigned to Judge Maureen Tighe. The Law Offices of Mark E. Goodfriend is the Debtor's counsel. 2231 BRANT: Seeks to Hire Bankruptcy Law as Counsel --------------------------------------------------- 2231 Brant Street, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of California to employ Bankruptcy Law Center, APC, as bankruptcy counsel to the Debtor. 2231 Brant requires Bankruptcy Law to: a. prepare pleadings, applications and conduct examinations incidental to administration; b. advise the Debtor with respect to its rights, powers, duties and obligations as debtor in possession in the administration of this case, the management of its financial affairs and the management of its income and property; c. advise and assist the Debtor with respect to compliance with the requirements of the Office of the U.S. Trustee; d. advise the Debtor regarding matters of bankruptcy law, including rights and remedies of Debtor with respect to its assets and with respect to claims of creditors and to communicate and negotiate with such creditors; e. advise and represent the Debtor in connection with all applications, motions or complaints for adequate protection, sequestration, relief from stays, appointment of a trustee or examiner and all other similar matters; f. develop the relationship of the status of the Debtor to the claims of creditors in these proceedings; g. advise and assist the Debtor in the formulation and presentation of a plan pursuant to Chapter 11 of the Bankruptcy Code and concerning any and all matters relating thereto; h. represent the Debtor in any necessary adversary proceedings; and i. perform any and all other legal services incident and necessary herein. Bankruptcy Law will be paid at these hourly rates: Attorneys $475 Associates $350 Paralegals $100 The Debtor paid Bankruptcy Law a retainer of $10,000, which included the the $1,717 filing fees. After deducting fees and expenses, the remaining retainer of $8,283 is currently held in the Firm's Trust Account. Bankruptcy Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Ahren A. Tiller, a partner of Bankruptcy Law Center, APC, 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. Bankruptcy Law can be reached at: Ahren A. Tiller, Esq. BANKRUPTCY LAW CENTER, APC 1230 Columbia Street, Suite 1100 San Diego, CA 92101 Tel: (619) 894-8831 Fax: (866) 444-7026 About 2231 Brant Street 2231 Brant Street, LLC, based in San Diego, CA, filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 20-04319) on August 28, 2020. In the petition signed by Patricia Daniela Gomez, managing member, the Debtor was estimated to have $1 million to $10 million in assets and $500,000 to $1 million in liabilities. BANKRUPTCY LAW CENTER, serves as bankruptcy counsel to the Debtor. 41-23 HAIGHT: Committee Hires Dopkins as Forensic Accounant ----------------------------------------------------------- The Official Committee of Unsecured Creditors of 41-23 Haight Street Realty, Inc., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of New York to retain Dopkins & Company, LLP, as forensic accountant to the Committee. The Committee requires Dopkins to: a. review and analysis of the Debtor's financials; b. review, analysis, forensic accounting, and litigation support; c. assessment of claims and transfers; d. provide analysis related to claims waterfall and equitable subordination issues; e. review and analysis of any motions; f. review and analysis of statements and schedules; g. provide analysis of general unsecured claims; h. evaluate the assets and liabilities of the Debtor, its insiders and principles, and any related entities and individuals; i. investigation into, and identification and determination of unencumbered assets; j. assess the financial and claims issues concerning the Debtor's chapter 11 Plan of Reorganization or liquidation or any other chapter 11 plans; k. review and analysis of Debtor's Plan of Reorganization and Disclosure Statement with respect to claims and treatment of creditors; l. assist the Committee and its counsel in developing strategies and related negotiations with the Debtor and other interested parties with respect to elements of the Debtor's treatment of the unsecured creditors under the proposed Plan of Reorganization or such treatment under alternative proposals; m. provide such financial analyses as the Committee may require in connection with the Debtor; n. represent the Committee in negotiations with the Debtor and third parties with respect to any of the foregoing; o. provide information in support of or testimony in court on behalf of the Committee with respect to any of the foregoing, if necessary; and p. assist the Committee and its counsel as requested with respect to various financial matters. Dopkins will be paid at these hourly rates: Partners & Directors $350 Managers & Senior Managers $275 Associates & Senior Associates $195 Dopkins will also be reimbursed for reasonable out-of-pocket expenses incurred. Joseph A. Heim, partner of Dopkins & Company, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtor; (b) has not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Dopkins can be reached at: Joseph A. Heim Dopkins & Company, LLP 200 International Drive Buffalo, NY 14221 Tel: (716) 634-8800 Fax: (716) 634-8987 About 41-23 Haight Street Realty 41-23 Haight Street Realty, Inc. is a single asset real estate (as defined in 11 U.S.C. Section 101(51B). On June 4, 2019, an involuntary Chapter 11 petition (Bankr. E.D.N.Y. Case No. 19-43441) was filed against 41-23 Haight Street Realty, Inc. by petitioning creditors, Wen Mei Wang, Xian Kang Zhang, and Yu Qing Wang. Judge Nancy Hershey Lord oversees the case. Victor Tsai, Esq., is Debtor's legal counsel. On Aug. 12, 2019, the court appointed Gregory Messer as Chapter 11 trustee for Debtor's estate. The trustee is represented by LaMonica Herbst & Maniscalco, LLP. On July 17, 2020, the Office of the U.S. Trustee appointed a committee of unsecured creditors. Gleichenhaus, Marchese & Weishaar, PC serves as the committee's legal counsel. AJRANC INSURANCE: Seeks to Hire Stichter Riedel as Counsel ---------------------------------------------------------- AJRANC Insurance Agency, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Stichter Riedel Blain & Postler, P.A. to the Debtors. AJRANC Insurance requires Stichter Riedel to: a. render legal advice with respect to the Debtor's powers and duties as debtor in possession, the continued operation of the Debtor's business, and the management of its property; b. prepare on behalf of the Debtor necessary motions, applications, notices, orders, reports, pleadings, and other legal papers; c. appear before this Court and the Office of the U.S. States Trustee to represent and protect the interests of the Debtor; d. assist with and participate in negotiations with creditors and other parties in interest in formulating a plan of reorganization, draft such a plan and a related disclosure statement, and take necessary legal steps to confirm such a plan; e. represent the Debtor in all adversary proceedings, contested matters, and matters involving the administration of this case; f. represent the Debtor in negotiations with potential financing sources and preparing contracts, security instruments, or other documents necessary to obtain financing; and g. perform all other legal services that may be necessary for the proper preservation and administration of this Chapter 11 case. Stichter Riedel will be paid based upon its normal and usual hourly billing rates. Stichter Riedel received from the Debtor the amount of $7,500. Stichter Riedel will also be reimbursed for reasonable out-of-pocket expenses incurred. Scott A. Stichter, partner of Stichter Riedel Blain & Postler, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Stichter Riedel can be reached at: Scott A. Stichter, Esq. Stichter Riedel Blain & Postler, P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602 Tel: (813) 229-0144 E-mail: sstichter@srbp.com About AJRANC Insurance Agency AJRANC Insurance Agency, Inc., based in Lutz, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 20-06493) on August 27, 2020. In the petition signed by Anthony L. Borruso, president, the Debtor disclosed $1,869,283 in assets and $1,920,494 in liabilities. STICHTER RIEDEL BLAIN & POSTLER, P.A., serves as bankruptcy counsel to the Debtor. ALLEN GAUGE: Seeks to Hire B. Rose as Accountant ------------------------------------------------ Allen Gauge and Tool Company seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ B. Rose, LLC, as accountant to the Debtor. Allen Gauge requires B. Rose to: (a) enter all accounts payable invoices, submitting invoices for approval; (b) bi-weekly payroll processing; (c) update cash accounts and reconcile monthly; (d) submit all state sales tax and county franchise tax and file monthly reports; (e) assist the Debtor in the preparation and submission of all financial reports required under the Federal Rules of Bankruptcy Procedure and the local rules of this Court; and (f) assist the Debtor in reviewing ongoing financials and prepare appropriate financial statements and budgets as may be required from time to time. B. Rose will be paid at the hourly rate of $225. B. Rose will be paid a retainer in the amount of $5,000. B. Rose will also be reimbursed for reasonable out-of-pocket expenses incurred. John Rose, partner of B. Rose, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. B. Rose can be reached at: John Rose B. ROSE, LLC 200 Dinsmore Avenue Pittsburgh, PA 15205 Tel: (412) 921-3013 About Allen Gauge and Tool Company Allen Gauge and Tool Company, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 20-22420) on August 18, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by WHITEFORD, TAYLOR & PRESTON LLP as counsel, and WOLFE & CO. PLLC, as chief restructuring officer. ALLEN GAUGE: Seeks to Hire Wolfe & Co. as CRO --------------------------------------------- Allen Gauge and Tool Company seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Wolfe & Co. PLLC, as chief restructuring officer to the Debtor. Allen Gauge requires Wolfe & Co. to assist the Debtor in the administration of the estate in the bankruptcy proceedings. Wolfe & Co. will be paid at the hourly rate of $280. Wolfe & Co. will also be reimbursed for reasonable out-of-pocket expenses incurred. To the best of the Debtor's knowledge the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Wolfe & Co. can be reached at: Wolfe & Co. PLLC 3102 S. Clack St., Suite 1 Abilene, TX 79606 Tel: (325) 698-4861 About Allen Gauge and Tool Company Allen Gauge and Tool Company, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 20-22420) on August 18, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by WHITEFORD, TAYLOR & PRESTON LLP as counsel, and WOLFE & CO. PLLC, as chief restructuring officer. ALLEN GAUGE: Seeks to Whiteford Taylor as Counsel ------------------------------------------------- Allen Gauge and Tool Company, seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Whiteford Taylor & Preston, LLP, as counsel to the Debtor. Allen Gauge requires Whiteford Taylor to (a) advise the Debtor with respect to its powers and duties as debtor and debtor-in-possession in the continued management and operation of its business and property; (b) attend meetings; and negotiating with representatives of creditors and other parties in interest and advising and consulting on the conduct of the Chapter 11 Case, including all of the legal and administrative requirements of operating in chapter 11; (c) prepare motions, applications, answers, orders, reports, papers and other pleadings necessary to administer the Debtor's estates and assist the Debtor with operating in chapter 11; (d) prepare and negotiate on the Debtor's behalf plan(s) of reorganization, and all related agreements and documents and taking any necessary action on behalf of the Debtor to obtain confirmation of such plan(s); (e) appear before the Court, and any other courts to protect the interests of Debtor and the estate; and (f) perform any and all other necessary legal services in connection with these chapter 11 case. Whiteford Taylor will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Scott M. Hare, partner of Whiteford Taylor & Preston, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Whiteford Taylor can be reached at: Scott M. Hare, Esq. Kelly E. McCauley, Esq. WHITEFORD, TAYLOR & PRESTON, LLP 200 First Avenue, Third Floor Pittsburgh, PA 15222 Tel: (412) 275-2399 Fax: (412) 275-2406 E-mail: share@wtplaw.com About Allen Gauge and Tool Company Allen Gauge and Tool Company, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 20-22420) on August 18, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by WHITEFORD, TAYLOR & PRESTON LLP as counsel, and WOLFE & CO. PLLC, as chief restructuring officer. ALPHA AGRICULTURAL: Hires Hampilos & Associates as Legal Counsel ---------------------------------------------------------------- Alpha Agricultural Builders Inc. seeks authority from the US Bankruptcy Court for the Northern District of Illinois to hire Hampilos & Associates, Ltd. as its attorneys. Services to be rendered by Hampilos are: a. give Debtor legal advice with respect to its powers and duties as Debtor-in-Possession in the continued management of its property; b. prepare on behalf of your applicant as Debtor-in-Possession necessary applications, answers, orders, reports and other legal papers; c. perform all other legal services for Debtor as Debtor-in-Possession which may be necessary. The individual presently designated to represent the debtor in possession and his hourly rate is: George P. Hampilos, Esq. - $360 per hour. The Debtor has paid Hampilos a total of $20,000 to represent it in connection with recent legal debt-related matters and this bankruptcy proceeding. Hampilos & Associates represents no interest adverse to the debtor as debtor in possession or the estate in the matters upon which they are to be engaged, according to court filings. The firm can be reached through: George P. Hampilos, Esq. HAMPILOS & ASSOCIATES, LTD. 308 West State Street, Suite 210 Rockford, IL 61101 Tel: 815-962-0044 Fax: 815-962-6250 Email: george@hampiloslaw.com About Alpha Agricultural Builders Inc. Alpha Agricultural Builders Inc. filed a Petition under Chapter 11 Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 20-81507) on August 25, 2020, listing under $1 million in both assets and liabilities. George P. Hampilos, Esq. at HAMPILOS & ASSOCIATES, LTD. is the Debtor's counsel. AMERICAN RESIDENTIAL: S&P Alters Outlook to Neg., Affirms 'B' ICR ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on U.S.-based home services company American Residential Services LLC (ARS) and revised the outlook to negative from stable. At the same time, S&P is assigning its 'B' issue-level rating to the proposed first-lien revolving credit facility and term loan. The '3' recovery rating reflects S&P's expectation for meaningful (50%-70%; rounded estimate: 60%) recovery for lenders in the event of a default. S&P is not rating the second-lien term loan. S&P will withdraw the issue-level ratings on the existing first-lien revolver and term loan when the transaction closes. All ratings are based on preliminary terms and subject to review of final documentation. S&P is also assigning its 'B' issuer credit rating to ARS Intermediate Holdings LLC, the group's holding company and financial reporting entity. The negative outlook reflects leverage high for the rating and a potential lower rating over the next few quarters if profits are below S&P's expectations. S&P estimates that GI Partners' acquisition of a 55% stake in ARS and Charlesbank's reinvestment to retain a 45% stake will increase pro forma adjusted leverage to about 7.9x for the 12 months ended June 30, 2020, from 5.4x. Including refinancing the company's first- and second-lien term loans, total debt will increase about $220 million. S&P forecasts leverage will fall below 7x by year-end 2020 primarily because of its cost-reduction program. However, S&P believes adverse weather conditions, including mild weather in the company's main geographies in the upcoming colder months, would hinder sales volume and EBITDA growth such that ARS could not reduce leverage to forecasted levels. S&P also believes ARS' sales and profit growth could be below the rating agency's expectations due to tough local competition in the very mature and fragmented residential heating, ventilation, and air conditioning (HVAC) and plumbing markets. S&P continues to believe the financial sponsors may opportunistically extract cash from the business when credit metrics improve, and that the company will pursue acquisitions of between $20 million and $30 million each year. As such, the rating agency believes leverage will be sustained above 5x. S&P expects revenue growth and margin expansion will result in deleveraging from elevated post-transaction levels. It forecasts meaningful margin expansion in upcoming quarters will reduce leverage to the mid- to high-6x area by Dec. 31, 2020, and below 6x in the subsequent year. S&P believes ARS' parts and materials vendor consolidation initiatives will provide significant purchasing scale benefits, resulting in run-rate cost savings of about $20 million. S&P assumes these savings will be fully realized in 2021, as branch compliance grows. The company realized around $5 million of savings through the first two quarters, and S&P anticipates equivalent savings in the second half, allowing for significant deleveraging by year-end. Additionally, S&P believes implementation of business intelligence tools will continue to drive improved customer closing rates and labor efficiencies, increasing revenue and EBITDA. S&P also expects tuck-in acquisitions to drive top-line growth, while increasing market penetration and geographic expansion. S&P forecasts ARS will generate about $35 million free operating cash flow (FOCF) in 2020 and more than $40 million in 2021. Operational stability through the COVID-19 pandemic and economic downturn demonstrates the business' resilience to adverse economic conditions. Despite sales volume pressure from social-distancing guidelines, ARS increased revenue about 5% in the first quarter and 2% in the second. S&P views the company's HVAC, plumbing, and other home services as fairly nondiscretionary, and expect consumers would prioritize system repair and replacements in economic downturns. As such, S&P does not believe prolonged high unemployment or low consumer spending would significantly hamper organic revenue growth. While the company's actions in response to the pandemic, including a bonus to front-line workers and discounts for first responders, resulted in modest margin pressure in the first half, S&P considers them one-time in nature. "The negative outlook reflects that we could lower the rating over the next few quarters if revenue growth and EBITDA expansion do not reach our expectations, such that we believe it cannot materially reduce elevated pro forma leverage," S&P said. S&P could lower the rating if it expects leverage will remain above 7x on a sustained basis, or ARS demonstrates a more aggressive financial policy by undertaking debt-financed acquisitions or dividends. Such a scenario could result from unfavorable weather conditions in upcoming quarters, or an inability to achieve expected costs savings, such that sales are depressed and EBITDA does not expand to expectations. "We could revise the outlook to stable if ARS increases sales and margin, such that we believe it can maintain leverage below 7x. This could occur if weather conditions are favorable and ARS realizes expected sales volume and cost savings," the rating agency said. AMERICAN TIMBER: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: American Timber Marketing Group, LLC DBA Wilderness Wood Company 8960 Wilderness Highway Nallen, WV 26680 Business Description: American Timber Marketing Group, LLC is a privately held company in the hardwood lumber business. Chapter 11 Petition Date: September 24, 2020 Court: United States Bankruptcy Court Southern District of West Virginia Case No.: 20-20341 Judge: Hon. B. Mckay Mignault Debtor's Counsel: Paul W. Roop, II, Esq. ROOP LAW OFFICE, LC P.O. Box 1145 Beckley, WV 25802-1145 Tel: (304) 255-7667 Email: bankruptcy@rooplawoffice.com Total Assets: $1,005,279 Total Liabilities: $1,221,883 The petition was signed by David Alan Rice, owner. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/65SGKUI/American_Timber_Marketing_Group__wvsbke-20-20341__0001.0.pdf?mcid=tGE4TAMA ARANDELL HOLDINGS: Seeks to Hire 'Ordinary Course' Professionals ---------------------------------------------------------------- Arandell Holdings, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ professionals used in the ordinary course of business. The Debtors anticipate utilizing the OCPs to perform ongoing services in connection with the Debtors' day-to-day operations during the pendency of these Chapter 11 cases. The OCPs will not be involved in the administration of the cases. The OCPs are: -- Baker Tilly Virchow Krause, LLP 777 East Wisconsin Avenue, 32nd Floor Milwaukee, Wisconsin 53202 -- Accounting Services -- King & Spalding LLP 1180 Peachtree Street N.E, Suite 1600 Atlanta, GA 30309-3521 -- Legal Services (Litigation) -- Kohner, Mann & Kailas, S.C. 4650 N. Port Washington Rd., 2nd Floor Milwaukee, WI 53212-1059 -- Legal Services (Litigation) -- N2 Advantage Law Ltd. 135 South 84th Street, Suite 275 Milwaukee, WI 53214 -- Legal Services (General Corporate Counsel) -- Kohner, Mann & Kailas, S.C. 4650 N. Port Washington Rd., 2nd Floor Milwaukee, WI 53212-1059 -- Legal Services (Antitrust Class Action Litigation) -- Perkins Coie LLP 1 131 S. Dearborn Street, Suite 1700 Chicago, IL 60603-5559 -- Legal Services (Antitrust Class Action Litigation) -- Polsinelli 900 W. 48th Place, Suite 900 Kansas City, MO 64112 -- Legal Services (Antitrust Class Action Litigation) The Debtors do not believe that any of the Ordinary Course Professionals represent or hold an interest materially adverse to the Debtors, their creditors, or other parties in interest with respect to the matters for which such Ordinary Course Professionals are proposed to be employed. About Arandell Holdings Arandell -- https://www.arandell.com/ -- is a commercial printing company that is located in Menomonee Falls, Wisconsin. The Company's largest customers are blue chip major retailers and recognized brands using direct mail catalogs to promote both in-store and e-commerce sales. Arandell's products and services include the production and delivery of higher-end catalogs and other promotional products along with related data analytics services supporting the needs of marketers. Arandell Holdings, Inc., based in Menomonee Falls, WI, and its debtor-affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11941) on Aug. 13, 2020. The Hon. John T. Dorsey presides over the case. In the petition signed by Bradley J. Hoffman, president and CEO, Arandell was estimated to have $10 million to $50 million in assets and $100 million to $500 million in liabilities. The Debtors tapped STEINHILBER SWANSON LLP, and YOUNG CONAWAY STARGATT & TAYLOR, LLP, as counsel. VON BRIESEN & ROPER S.C., is special corporate counsel. HARNEY PARTNERS, is the financial advisor. PROMONTORY POINT CAPITAL, is the investment banker. BMC GROUP, INC., is the claims and noticing agent. ARCONIC CORP: Fitch Affirms BB+ LongTerm IDR, Outlook Negative -------------------------------------------------------------- Fitch Ratings has affirmed Arconic Corp's (ARNC) Issuer Default Rating at 'BB+'. Fitch has also assigned 'BBB-'/'RR1' final ratings to ARNC's senior first lien secured notes and affirmed the senior first lien secured ABL facility at 'BBB-'/'RR1' and senior second lien secured notes at 'BB+'/'RR4'. The Rating Outlook remains Negative. ARNC's ratings are supported by the company's strong financial structure, which is generally in line with companies rated at investment-grade levels. The company's end-markets are also relatively diversified and comprised of industries that are shifting toward lighter weight materials, which ARNC specializes in. The company's commodity price volatility is limited as it is able to hedge or pass through the majority of metal exposure. The Negative Outlook reflects the risk that the coronavirus pandemic could further strain the company's credit profile, particularly through end-market weakness. Fitch believes the company's limited profitability could be exacerbated in the case of a prolonged downturn, although its financial structure and end-market diversification are mitigants. ARNC has not experienced meaningful operational disruptions, but the risk of future supply chain disruption exists. Fitch believes the company requires a strong financial structure to offset its limited profitability and moderate exposure to broad economic cycles, which constrain its rating. The company will also be required to make material pension contributions going forward, straining its financial flexibility. The current market environment with lower interest rates and asset values could also require the company to make additional pension contributions over time. ARNC also assumed the potential liability that could stem from the Grenfell Towers tragedy in 2017, which will remain an overhang for the foreseeable future despite Fitch's expectation that insurance coverage may offset potential liabilities. KEY RATING DRIVERS Coronavirus Impact Update: Fitch believes the coronavirus pandemic will negatively affect revenue, profitability, and cash generation in 2020 and 2021. Overall, Fitch forecasts ARNC's revenue and profitability will approach 2019 levels in 2022. Potential downside to its forecasts will largely depend on the duration of the disruption and end-market weakness. Fitch currently forecasts weakness in Aerospace production could last for the next few years, although near-term stabilization in Autos, Packaging, and Industrials could offset the impact of a longer aviation downturn. A quicker rebound in aviation could result in upside to Fitch's forecasts for ARNC. Strong Financial Structure: ARNC's leverage is low, and its financial structure is strong for the ratings, despite the expected uptick in 2020 related to weakness from the coronavirus pandemic. Fitch forecasts 2021 gross debt/EBITDA to be around 1.8x and 2021 FFO leverage approaching 3.2x, which are more commensurate with 'BBB' category issuers. Fitch believes the company must maintain lower leverage than similarly rated peers due to the high degree of cyclicality, profitability consistent with mid-'BB' category rated issuers, and substantial required pension contributions. Moderate Profitability, Weak Cash Flow: Fitch expects the company will generate EBITDA margins in the low-double digit range over the next few years, in line with other similarly rated companies. However, free cash flow will be minimal before 2022 as the company recovers from the impact of the coronavirus pandemic. Fitch forecasts cash outflows related to working capital could also weigh on the company's cash generation in 2021 but would likely flatten out in the following few years. A significant portion of EBITDA will be directed to the company's significant annual pension contributions. Fitch also believes the company could institute a dividend in 2H 2021 or 2022 after operations begin to normalize. Strong Liquidity Position: Fitch considers ARNC's liquidity strong at more than $1.2 billion as of June 30, 2020. Total liquidity was comprised of nearly $600 million of cash and equivalents and more than $600 million of availability under its $800 million ABL facility. Fitch anticipates ARNC will maintain liquidity between $1.0 billion and $1.5 billion on average over the next several years, comprised of greater than $600 million of cash along with its new ABL facility, which could be drawn upon during the year to cover short-term working capital fluctuations but would likely be subsequently paid down. Cyclical, But Diversified End-Markets: ARNC's end markets are highly cyclical, as its customers operate in the commercial aerospace, ground transportation, packaging, diversified industrial, and building and construction industries. The exposure to economic cycles and demand fluctuations within these industries could result in significant top-line volatility, as seen in the current market environment, and prolonged market volatility and uncertainty could lead to negative rating momentum. However, some of this risk is partially mitigated by the company's diversified mix of end-markets, long production lead-time, long-term contracts and relationships and innovative offerings. In particular, Fitch views market diversification as a positive factor for the company's credit profile in the current environment. Fitch anticipates quicker stabilization and return to growth in Auto, Packaging, and Industrial end-markets will likely help offset weakness in Aviation over the next few years. Strong Market Position: ARNC is the leading global producer of rolled aluminum sheet. The company is the number one sheet producer for the global aerospace industry, and a top two producer for industrial and packaging, the North American building and construction, and auto and transportation markets. No individual end-market makes up greater than 30% of sales. Fitch believes the company's market position is somewhat defensible due to the company's scale and proven ability to innovate with lightweight materials without substantially sacrificing strength. Commodity Costs Pass-through: ARNC has minimal commodity exposure. Aluminum and other materials specifically used in many of the company's engineered products are typically sold directly to customers and distributors, reducing the impact. The company estimates that 90% of aluminum exposure is passed through directly to its customers. Where costs cannot be passed through to customers, they are generally hedged. DERIVATION SUMMARY Arconic Corp. compares well to Harsco Corporation (BB/Negative) and Dana Incorporated (BB+/Negative). In general, the company has weaker profitability than both peers, but a moderately stronger capital structure. Fitch considers ARNC's end markets to be more diversified than both Dana and Harsco and expects the company's cash flow to gradually improve following the initial adjustment to operating as a standalone entity. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Coronavirus impact on global aviation fleet grounding, auto demand and diversified manufacturing, as well as the delay in 737MAX return to service leads to double digit revenue decline and margin compression in 2020; moderate rebound in 2021 and approach 2019 levels by 2022; -- EBIT margins trend toward 8% over next few years; EBITDA margins in the low double digits; -- Capex between 2% and 3% of revenue per year; -- Annual dividend instituted after normalization of operations, up to $100 million per year; -- Pension contributions plus OPEB payments between $150 million and $350 million per year between 2020 and 2023; -- Neutral cash flows from working capital in 2020 due to market decline; negative cash from working capital in 2021 and 2022 in conjunction with resumption of growth, particularly related to packaging; -- Additional cash costs incurred from severance and restructuring in 2020; -- No voluntary debt repayment. Recovery Assumptions Fitch applied the standard notching suggested for entities with IDRs of 'BB-' and above, as outlined in the Recovery Rating and Notching Criteria. Entities with IDRs in the 'BB' rating category usually have senior first lien secured instrument ratings one notch higher than the IDR, reflecting outstanding rates of recovery across all sectors, and second lien instrument ratings equal with the issuer's IDR, reflecting average rates of recovery across all sectors. In the case of ARNC, Fitch rates the company's first lien secured ABL and notes each 'BBB-'/'RR1' and second lien notes 'BB+'/'RR4'. Given the distance to default, Recovery Ratings in these situations are not computed via a bespoke analysis. Instead, they serve as a label to reflect an estimate of the risk of these instruments relative to other instruments in an entity's capital structure and instruments issued by entities with non-investment grade IDRs. RATING SENSITIVITIES Fitch could return the Outlook to Stable if there is an indication that the risk of further end-market deterioration due to the effects of coronavirus is limited, particularly as it relates to the duration of the aviation downturn. Factors That May, Individually or Collectively, Lead to Positive Rating Action - FFO fixed charge coverage ratio sustained above 5x; - FFO leverage sustained below 2x; - Gross leverage (total debt-to-EBITDA) sustained below 1x; - EBIT margins sustained above 8%; - Company publicly commits to obtaining and maintaining an investment grade credit profile; Factors That May, Individually or Collectively, Lead to Negative Rating Action - FFO fixed charge coverage sustained below 4x after 12 to 18 months following the transaction; - FFO leverage is sustained above 3x after 12 to 18 months following the transaction; - Gross leverage (total debt-to-EBITDA) sustained above 1.8x: - EBIT margins sustained below 7% after 12 to 18 months following the transaction; - Contingent legal liabilities, pension contributions, or environmental liabilities result in significant cash flow impact. LIQUIDITY AND DEBT STRUCTURE Fitch considers ARNC's liquidity strong at more than $1.2 billion as of June 30, 2020. Total liquidity was comprised of nearly $600 million of cash and equivalents and more than $600 million of availability under its $800 million ABL facility. Fitch anticipates ARNC will maintain liquidity between $1.0 billion and $1.5 billion on average over the next several years, comprised of greater than $600 million of cash along with its new ABL facility, which could be drawn upon during the year to cover short-term working capital fluctuations but would likely be subsequently paid down. ARNC's capital structure consists of an $800 million ABL credit facility, $700 million of senior first lien secured notes and $600 million of senior second lien secured notes. The first lien notes are the nearest maturity and are due in 2025. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. ARRAY TECHNOLOGIES: Moody's Assigns B1 CFR, Outlook Stable ---------------------------------------------------------- Moody's Investors Service assigned initial ratings for Array Technologies, Inc., a manufacturer of ground-mounting systems including its single-axis "tracker" used in solar energy projects, including a B1 corporate family rating (CFR) and a B1-PD probability of default rating. Concurrently, Moody's assigned B1 ratings to Array's first-lien senior secured facilities, including a $575 million senior secured term loan due 2027 and a $150 million revolving credit facility due 2025. Proceeds from the term loan will be used for a one-time distribution to return capital to the company's current private equity sponsor, Oaktree Capital. The ratings outlook is stable. The following is a summary of the rating actions: Issuer: Array Technologies, Inc. Corporate Family Rating, assigned B1 Probability of Default Rating, assigned B1-PD Senior Secured Bank Credit Facilities (term loan and revolver), assigned B1 (LGD4) Outlook: Stable RATINGS RATIONALE Array's B1 CFR broadly reflects the variation in earnings and cash flow associated with the project nature of the company's business as well as timing of a portion of customer demand impacted by changes in solar tax incentives (albeit transitory). The ratings also consider that although the company holds a strong market position, it operates in an increasingly competitive environment. Moody's views Array's solar tracking technology as a competitive advantage, however the lack of a diverse product portfolio focused on a single product/system niche business with a degree of customer concentration also constrains the ratings. Moody's noted, though, that some of the company's largest customers are EPCs (engineering, procurement and construction firms) that construct multiple projects for different end-users, partially mitigating customer concentration risk. The company operates in a competitive industry, and hence maintenance of the company's patented technology represents a key credit consideration. Further, in Moody's view, there will be an ongoing need to continue to invest in research & development in order to remain competitive in the high growth solar power industry. At the same time, the ratings recognize the company's well-established position as one of two main manufacturers of single axis trackers for the solar energy sector, with modest but solidly growing scale and good liquidity. The majority of Array's revenues are derived within the US, with the remainder generated abroad. Importantly, the ratings anticipate that the company will be able to grow its business and gain share in international markets with demand for single-axis trackers projected to grow globally. In addition, positive tailwinds for the renewable power industry broadly (i.e.; global megatrends such as corporate decarbonization, and the decommissioning of legacy power generators such as coal and natural gas), and for solar power in particular with its increasing cost effectiveness, bolster expected demand growth. The ratings also consider the relatively conservative leverage profile of the company, with debt/EBITDA (including Moody's standard debt adjustments) expected to fall to the 3.0x to 3.5x range over the next twelve to eighteen months (from an estimated 4.2x at closing of the proposed transaction), and good free cash flow generation affording an opportunity to delever the balance sheet further. From a corporate governance perspective, event risk exists from private equity ownership. Of note the company has filled a form S-1 registration statement for an initial public offering of its common stock. In addition, it is expected that the company will make additional debt repayments. The rapid spread of the coronavirus outbreak, the deteriorating global economic outlook, low oil prices and high asset price volatility have created an unprecedented credit shock across a range of sectors and regions. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. However, Array managed to continue its operations without significant headwinds for much of this year, completing its product deliveries on time and undamaged. The stable ratings outlook reflects Array's solid competitive position and Moody's assumption that Array will use a meaningful portion of near-term free cash flow to proactively pay down debt and reduce leverage. The stable outlook incorporates the expectation of organic revenue growth and Moody's-adjusted debt-to-EBITDA being maintained below 3.5x after the initial 12-18-month post-closing period. The ratings also incorporate Moody's expectation that the company will maintain a good liquidity profile, characterized by at least double-digit free cash flow as a percent of debt commencing in 2021. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded following prudent and profitable expansion of the company's geographical operations beyond the United States to achieve greater scale and diversification. EBITDA margins above the 25% range, FCF-to-debt maintained at double-digit levels, and debt-to-EBITDA approaching the 2x range or lower would also be supportive of prospective upward ratings momentum. The ratings could be downgraded if revenues were to contract, FCF-to-debt falls to low single-digit levels, debt-to-EBITDA exceeds the low-4x range, or a weaker liquidity profile ensues (particularly in consideration of the company's relatively negligible cash position), such as from a sustained drop in free cash flow generation or significantly reduced availability under the revolving credit facility. The principal methodology used in these ratings was Manufacturing Methodology published in March 2020. Headquartered in Albuquerque, New Mexico, Array Technologies, Inc. manufactures ground-mounting systems used in solar energy projects. The company was acquired by funds managed by the Power Opportunities group of Oaktree Capital Management, L.P. in 2016 and generated revenues of approximately $975 million for the last twelve months ended June 30, 2020. ARRO CORP: Debtor Wins Confirmation of Liquidating Plan ------------------------------------------------------- Judge Janet S. Baer has ordered that the Plan of HC OldCo, Inc. f/k/a Arro Corporation is confirmed. HC OldCo, Inc. f/k/a Arro Corporation and the Official Committee of Unsecured Creditors, submit this Agreed Plan of Liquidation of Debtor and Official Committee of Unsecured Creditors. Creditors shall be treated as follows: * Class 1 Claims. Class 1 consists of all Allowed Claims of BMO against the Debtor. For purposes of this Plan, the Claims of BMO shall be deemed Allowed in the amount of $27,342,344.70. On or as soon as practicable after the Effective Date, BMO shall receive: (i) the Net Sale Proceeds; (ii) the Preferred Administrative / Priority Claim Refund, if any; (iii) the BMO Administrative / Priority Savings Split, if any; and (iv) the BMO Additional Trust Recovery in lieu of Distributions on account of any Allowed Unsecured Claim. This class is impaired. * Class 2 Claims. Class 2 consists of all Allowed Claims of the SBA against the Debtor. For purposes of this Plan, the Claims of SBA shall be deemed Allowed in the amount of $5,363,052. On or as soon as practicable after the Effective Date, SBA shall receive the SBA Agreed Distribution from the Sale Proceeds. In addition, SBA shall have an Allowed Unsecured Claim in the amount of $4,663,052 and shall be entitled to Pro Rata distributions with Class 5 General Unsecured Claims of Net Trust Proceeds from the Creditor Trust. This class is impaired. * Class 5 Claims. Class 5 consists of all Allowed General Unsecured Claims against the Debtor (other than the deficiency portions of the Class 1 Claims and Class 2 Claims). Allowed Class 5 Claims shall be paid Pro Rata with the Allowed Unsecured Claim of the SBA, and in accordance with the BMO Additional Trust Recovery, pursuant to the Creditor Trust Agreement and this Plan. This class is impaired. * Class 6 Interests. Class 6 consists of all Equity Securities held in the Debtor. Holders of Class 6 Equity Interests shall not receive a Distribution under the Plan, and their Equity Securities shall be canceled and extinguished as of the Effective Date. This class is impaired. On the Effective Date, all assets of the Debtor and its Estate (including the Creditor Trust Assets) shall be transferred to and vest in the Creditor Trust and be deemed contributed thereto, subject to the terms of the Plan and the Plan Budget. “Plan Budget” shall mean the amount of Cash to be provided by BMO up to and not exceeding $1,355,332.00, for funding and payment of (i) Allowed Administrative Claims, excluding Professional Fee Claims and UST Fees, in an amount not to exceed $418,967; (ii) Allowed Administrative Claims consisting of Professional Fee Claims and UST Fees in an amount not to exceed $721,642; (iii) Allowed Other Priority Claims, in an amount not to exceed $164,723; and (iv) the BMO Cash Contribution (i.e., $50,000), as agreed to by the Debtor, the Committee, BMO, and SBA on or about June 5, 2020. A full-text copy of the Agreed Plan of Liquidation dated August 12, 2020, is available at https://tinyurl.com/yy7rroyp from PacerMonitor.com at no charge. Counsel for HC OldCo, Inc. f/k/a Arro Corporation: Adam P. Silverman Erich S. Buck ADELMAN&GETTLEMAN, LTD. 53 W. Jackson Blvd., Suite 1050 Chicago, Illinois 60604 Tel: (312) 435-1050 asilverman@ag-ltd.com ebuck@ag-ltd.com Counsel to the Official Committee of Unsecured Creditors: Thomas R. Fawkes Brian J. Jackiw TUCKER ELLIS LLP 233 S. Wacker Dr., Suite 6950 Chicago, Illinois 60606 Tel: (312) 624-6300 thomas.fawkes@tuckerellis.com brian.jackiw@tuckerellis.com About Arro Corporation Arro Corporation -- https://arro.com/ -- provides food contract manufacturing, processing, logistics and warehousing services. It offers custom dry, liquid blending, reprocessing, bulk handling and processing services. Arro Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 19-35238) on Dec. 13, 2019. At the time of the filing, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. Judge Janet S. Baer oversees the case. Adam P. Silverman, Esq., at Adelman & Gettleman, Ltd., is the Debtor's legal counsel. Livingstone Partners LLC serves as the Debtor's investment banker. On Dec. 23, 2019, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee selected Goldstein & McClintock LLLP as its counsel and Conway Mackenzie, Inc. as its financial advisor. ASCENA RETAIL: $40.8M Sale of Catherines Assets to FullBeauty OK'd ------------------------------------------------------------------ Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the Eastern District of Virginia authorized the Definitive Purchase Agreement, together with all schedules, exhibits, and ancillary documents related thereto, of Ascena Retail Group, Inc. and affiliates with FullBeauty Brands Operations, LLC, in connection with the sale of their right, title, and interest in and to Catherines Plus Sizes assets, including: (i) specified Contracts, if assignable under applicable law; (ii) Transferred Intellectual Property and rights to collect royalties and proceeds in connection therewith from and after the Closing; (iii) Inventory that is held or otherwise designated for sale via the E-Commerce Business; (iv) Customer Data; and (vi) all Documents to the extent related to the E-Commerce Business. The aggregate consideration to be paid by Purchaser for the purchase of the Acquired Assets will be: (i) the assumption of Assumed Liabilities and (ii) the payment in cash of an amount equal to the sum of (A) $40.8 million, plus (B) the Inventory Surplus, minus (C) the Inventory Deficit minus (D) the Break-Up Fee Difference. The sale is free and clear of all Liens, Claims, and other interests of any kind or nature whatsoever, with all such Liens, Claims, or other interests to attach to the cash proceeds of the Purchase Price ultimately attributable to the property against or in which such Liens, Claims, or other interests are asserted, subject to the terms thereof. To the maximum extent permitted by applicable law, and in accordance with the Agreements, the Purchaser will be authorized, as of the Closing Date, to operate under any license, permit, registration, and governmental authorization or approval of the Debtors with respect to the Catherines Assets and the Sale. Unless otherwise agreed to by Comenity Bank, formerly known as World Financial Network National Bank, in a separate written agreement, the private label credit cards offered by Comenity to qualifying customers of Catherines Stores Corporation ("CSC") pursuant to that certain Private Label Credit Card Plan Agreement For Catherines by and between Comenity, CSC, and Sierra Nevada Factoring, Inc. dated as of Aug. 12, 2009, will immediately cease being accepted for the purchase or return of any merchandise or inventory immediately upon the Closing Date of the sale. Additionally, Comenity will be permitted to continue the use of CSC's trademarks and service marks as provided under the existing Plan Agreement and as necessary to administer the private label credit card accounts (including, but not limited to collections) until such time as all the accounts are fully processed, collected, and closed. Notwithstanding anything to the contrary in the Order or the Asset Purchase Agreement, no contract between the Debtors and Oracle America, Inc., successor in interest to Responsys, Inc., Hyperion Solutions Corporation, Stellent, ClearApps, Thor Technology, 360Commerce, Retek, Endeca Technologies, ATG Technology, and Sun Microsytems, Inc., will be assumed and/or assigned without: (1) Oracle’s prior written consent; (2) cure of any default under such contract; (3) the provision to Oracle of satisfactory adequate assurance of future performance by the assignee; and (4) execution by the Debtors or its successor and the assignee of mutually agreeable assignment documentation in a final form to be negotiated after entry of the Order. In addition, no provision of the Order or any proposed Transition Services Agreement will authorize: (1) the transfer of any Oracle license agreement to any third party; or (2) use of any Oracle license agreement that is inconsistent with the relevant license grant including, but not limited to, exceeding the number of authorized users, or, to the extent prohibited by the applicable license agreement, shared use or license splitting, absent Oracle’s express prior written consent. Nothing in the Order limits the Debtors' obligations under the Transition Services Agreement, including to pay the costs of the relevant licenses required to provide the Services under the Transition Services Agreement. The Debtors are not assuming and assigning their contract with Kobie Marketing, Inc. to the Purchaser in connection with the Closing. Notwithstanding the provisions of Bankruptcy Rules 6004(h) and 6006(d) or any applicable provisions of the Local Rules, the Order will not be stayed after its entry, but will be effective and enforceable immediately upon entry, and the 14-day stay provided in Bankruptcy Rules 6004(h) and 6006(d) is expressly waived and will not apply. Time is of the essence in closing the Transaction and the Debtors and the Purchaser intend to close the Transaction as soon as practicable. Any party objecting to the Order must exercise due diligence in filing an appeal and pursuing a stay within the time prescribed by law and prior to Closing, or risk its appeal will be foreclosed as moot. A copy of the Agreements is available at https://tinyurl.com/y3v29bd3 from PacerMonitor.com free of charge. 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. AUTO MASTER: Court Grants 2 Months for Amended Plan --------------------------------------------------- Judge Enrique S. Lamoutte on Aug. 12, 2020, ordered that the motion filed by Auto Master Express Inc. requesting an extension of: * 30 days to file the joint stipulation, * 60 days to file the Amended Disclosure Statement and Amended Chapter 11 Plan of Reorganization, and * an additional 45 days thereof to obtain confirmation of the Plan. About Auto Master Express Auto Master Express Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-01464) on March 19, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. The Debtor engaged Lcdo. Carlos Alberto Ruiz, CSP, as its legal counsel. BENEVIS CORP: Hires Jackson Walker as Legal Counsel --------------------------------------------------- Benevis Corp., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Jackson Walker LLP, as its counsel. Benevis Corp. requires Jackson Walker to: (a) advise the Debtor with respect to its powers and duties as debtor in possession in the continued management and operation of its business and property; (b) advise and consult on the conduct of this chapter 11 case, including all of the legal and administrative requirements of operating in chapter 11; (c) attend meetings and negotiating with representatives of creditors and other parties in interest; (d) take all necessary actions to protect and preserve the Debtor's estate, including prosecuting actions on the Debtor's behalf, defending actions commenced against the Debtor, and representing the Debtor in negotiations concerning litigation in which the Debtor is involved, including objections to claims filed against the Debtor's estate; (e) prepare pleadings in connection with this chapter 11 case, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtor's estate; (f) represent the Debtor in connection with obtaining authority to continue using cash collateral and postpetition financing; (g) advise the Debtor in connection with any potential sale of assets; (h) appear before the Court and any appellate courts to represent the interest of the Debtor's estate; (i) advise the Debtor regarding tax matters; (j) take any necessary action on behalf of the Debtor to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and (k) perform all other necessary legal services for the Debtor in connection with the prosecution of this chapter 11 case, including but not limited to: (i) analyzing certain of the Debtor's leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of certain liens against the Debtor; and (iii) advising the Debtor on corporate, litigation, and other matters. Jackson Walker will be paid at these hourly rates: Elizabeth C. Freeman $775 Attorneys $420 to $895 Legal Assistants $175 to $185 On June 24, 2020, Jackson Walker received a retainer of $300,000. Jackson Walker will also be reimbursed for reasonable out-of-pocket expenses incurred. Elizabeth C. Freeman,Esq., a partner of Jackson Walker LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: -- The Firm and the Debtor have not agreed to any variations from, or alternatives to, the Firm’s standard billing arrangements for this engagement. -- The hourly rates used by the Firm in representing the Debtor are consistent with the rates that the Firm charges other comparable chapter 11 clients, regardless of the location of the chapter 11 case. -- Ms. Freeman's hourly rate is $775. The rates of other restructuring attorneys in the Firm range from $445 to $895 an hour and the paraprofessional rates range from $175 to $185 per hour. The Firm represented the Debtors during the weeks immediately before the Petition Date, using the foregoing hourly rates. -- The Firm has not prepared a budget and staffing plan. Jackson Walker can be reached at: Elizabeth C. Freeman, Esq. JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Tel: (713) 752-4284 About Benevis Corp. Benevis Corp. -- https://www.benevis.com/ -- provides non-clinical, business support services to dental practices in 17 states. Benevis and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 20-33918) on Aug. 2, 2020. At the time of the filing, Debtors had estimated assets of between $100 million and $500 million and liabilities of between $1 billion and $10 billion. Judge David R. Jones oversees the cases. Debtors have tapped Jackson Walker LLP as their legal counsel, Conway MacKenzie Management Services, LLC as restructuring advisor, and Lincoln Partners Advisors, LLC as financial advisor. BENEVIS CORP: Hires Lincoln Partners as Investment Banker --------------------------------------------------------- Benevis Corp., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Lincoln Partners Advisors LLC as its investment banker. Services Lincoln Partners will render are: (a) With Respect to a Sale Transaction: i. Identifying potential parties who might be interested in entering into a Sale Transaction; ii. Assisting with the preparation of an information memorandum for delivery to potential parties to a Sale Transaction describing the Company, the business and/or the assets to be sold; iii. Formulating and recommending a strategy for pursuing a potential Sale Transaction; iv. Contacting and eliciting interest from potential parties to a Sale Transaction; v. Conveying information desired by potential parties to a Sale Transaction not contained in the Sale Information Memorandum; vi. Reviewing and evaluating potential parties to a Sale Transaction; vii. Reviewing and analyzing proposals regarding a potential Sale Transaction. (b) With respect to a Financing Transaction: i. Advising the Company regarding an appropriate capital structure for the Company, including the potential pricing and terms for any new senior debt, junior capital and/or equity securities; ii. Identifying financing sources who might be interested in participating in a Financing Transaction; iii. Assisting with the preparation of an information memorandum for delivery to financing sources describing the Company; iv. Formulating and recommending a strategy for pursuing a potential Financing Transaction; v. Contacting and eliciting interest from various financing sources, including senior lenders, junior capital providers and/or equity investors, as appropriate; vi. Conveying information desired by financing sources not contained in the Financing Information Memorandum; and vii. Reviewing and analyzing all proposals, both preliminary and firm, received from financing sources relating to a Financing Transaction. Lincoln Partners' compensation are: -- Initial Advisory Fee: A fee (the Initial Advisory Fee) of $25,000 that was earned, due, and payable on the execution of the Engagement Letter. -- Monthly Advisory Fee: A monthly fee ("Monthly Advisory Fee") of $25,000 that is earned, due, and payable in cash on each monthly anniversary of the date of the Engagement Letter. 100% of the Initial Advisory Fee and Monthly Advisory Fees that have been paid shall be fully credited against the Sale Transaction Fee. -- Sale Transaction Fee: A fee ("Sale Transaction Fee") equal to $1,500,000, plus an incentive fee equal to 5.0% of the Enterprise Value in excess of the lesser of (i) the initial amount of any credit bid for Company assets (but not any increased amount of a credit bid as a result of a competing bid), or (ii) the total amount of borrowings outstanding under the Debtors's Credit Agreement, dated as of March 15, 2018 and subsequently amended, with New Mountain Capital (or their respective affiliates), Bank of Montreal (or their respective affiliates) and Sun Life Financial (or their respective affiliates) (together the Existing Lenders") and any borrowings outstanding under any DIP Credit Facility as of the date of any Sale Transaction (the "Hurdle Rate"), if a Sale Transaction is consummated during the period specified in paragraph 9 of the Engagement Letter. The Sale Transaction Fee shall not exceed 1.25% of Enterprise Value. Notwithstanding the foregoing, in the event that no other "qualified bids" are received and a Sale Transaction is effectuated through a "credit bid" made under section 363(k) of the Bankruptcy Code by one or more of the Existing Lenders, the Sale Transaction Fee shall be $800,000. -- Financing Transaction Fee: In connection with a Financing Transaction (if requested), a transaction fee (a "Financing Transaction Fee") equal to (i) 3.00% of the committed amount of any DIP financing if provided by parties other than the Existing Lenders; (ii) 1.00% on the committed amount of any DIP financing if provided by the Existing Lenders and Lincoln is asked to run a financing process; (in each case in clauses (i)-(ii) above, whether or not funded at the closing of the Financing Transaction), if a Financing Transaction is consummated during the period specified in paragraph 9 of the Engagement Letter. A Financing Transaction Fee shall be, in addition to the Initial Advisory Fee, Monthly Advisory Fee and Sale Transaction Fee, earned, due and payable in cash at the time of the closing of a Financing Transaction. 100% of the Financing Transaction Fee shall credited against the Sale Transaction Fee or any fee paid under paragraph 7(g). -- Expense Reimbursement: Lincoln shall be reimbursed for all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of its counsel). Brendan J. Murphy, managing director and head of Lincoln Partners' Special Situations Group, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Brendan J. Murphy Lincoln Partners Advisors LLC 500 West Madison Street, Suite 3900 Chicago, IL 60661 Phone: (312) 676-9100 About Benevis Corp. Benevis Corp. -- https://www.benevis.com/ -- provides non-clinical, business support services to dental practices in 17 states. Benevis and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 20-33918) on Aug. 2, 2020. At the time of the filing, Debtors had estimated assets of between $100 million and $500 million and liabilities of between $1 billion and $10 billion. Judge David R. Jones oversees the cases. Debtors have tapped Jackson Walker LLP as their legal counsel, Conway MacKenzie Management Services, LLC as restructuring advisor, and Lincoln Partners Advisors, LLC as financial advisor. BESTWALL LLC: Unsecured Claims Are Unimpaired in Plan ----------------------------------------------------- Bestwall LLC submitted an Amended Plan of Reorganization. Class 2 Claims (Secured Claims) are unimpaired. On the Effective Date, unless otherwise agreed by the holder of an Allowed Claim in Class 2 and the Debtor or the Reorganized Debtor, each holder of an Allowed Claim in Class 2, at the option of the Debtor or the Reorganized Debtor, will either (a) be paid in full in cash, plus Postpetition Interest thereon; or (b) have its Allowed Class 2 Claim Reinstated. Any Allowed Deficiency Claim of a holder of an Allowed Secured Claim shall be entitled to treatment as an Allowed Class 3 Claim. Class 3 Claims (General Unsecured Claims) are unimpaired. On the Effective Date, each holder of an Allowed Claim in Class 3 shall receive cash in an amount equal to such Allowed Claim plus Post-petition Interest thereon, if any, unless the holder of such Claim agrees to less favorable treatment. Class 4 Claims (Asbestos Personal Injury Claims) are impaired. On the Effective Date, all Asbestos Personal Injury Claims shall be channeled to the Asbestos Personal Injury Trust, which shall be funded pursuant to Section IV.G.2, The Asbestos Personal Injury Trust Funding Amount shall be $1.0 billion. All Asbestos Personal Injury Claims shall be resolved pursuant to the terms of the Asbestos Personal Injury Trust Agreement and the Asbestos Personal Injury Trust Distribution Procedures and to the extent such claims meet the criteria set forth therein, paid pursuant to the Asbestos Personal Injury Trust Documents. All cash necessary for the Reorganized Debtor to fund such cash payments pursuant to the Plan shall be obtained through (1) the Reorganized Debtor’s cash balances or (2) such other means of financing or funding as determined by the board of managers of the Reorganized Debtor. A full-text copy of the Disclosure Statement dated August 12, 2020, is available at https://tinyurl.com/y5y35hop from PacerMonitor.com at no charge. Attorneys for the Debtor: GARLAND S. CASSADA RICHARD C. WORF DAVID M. SCHILLI ANDREW W.J. TARR ROBINSON, BRADSHAW & HINSON, P.A. 101 North Tryon Street, Suite 1900 Charlotte, North Carolina 28246 Telephone: (704) 377-2536 Facsimile: (704) 378-4000 E-mail: gcassada@robinsonbradshaw.com rworf@robinsonbradshaw.com dschilli@robinsonbradshaw.com atarr@robinsonbradshaw.com - and - GREGORY M. GORDON AMANDA S. RUSH JONES DAY 2727 North Harwood Street, Suite 500 Dallas, Texas 75201 Telephone: (214) 220-3939 Facsimile: (214) 969-5100 E-mail: gmgordon@jonesday.com asrush@jonesday.com - and - JEFFREY B. ELLMAN BRAD B. ERENS JONES DAY 1420 Peachtree Street, N.E., Suite 800 Atlanta, Georgia 30309 Telephone: (404) 581-3939 Facsimile: (404) 581-8330 E-mail: jbellman@jonesday.com bberens@jonesday.com About Bestwall LLC Bestwall LLC -- http://www.Bestwall.com/-- was created in an internal corporate restructuring and now holds asbestos liabilities. Bestwall's asbestos liabilities relate primarily to joint systems products manufactured by Bestwall Gypsum Company, a company acquired by Georgia-Pacific in 1965. The former Bestwall Gypsum entity manufactured joint compounds containing small amounts of chrysotile asbestos; the manufacture of these asbestos-containing products ceased in 1977. Bestwall's non-debtor subsidiary, GP Industrial Plasters LLC ("PlasterCo"), develops, manufactures, sells and distributes gypsum plaster products, including gypsum floor underlayment, industrial plaster, metal casting plaster, industrial tooling plaster, dental plaster, medical plaster, arts and crafts plaster, pottery plaster and general purpose plaster. Bestwall LLC sought Chapter 11 protection (Bankr. W.D.N.C. Case No. 17-31795) on Nov. 2, 2017, in an effort to equitably and permanently resolve all its current and future asbestos claims. The Debtor estimated assets and debt of $500 million to $1 billion. It has no funded indebtedness. The Hon. Laura T. Beyer is the case judge. The Debtor tapped Jones Day as general bankruptcy counsel; Robinson, Bradshaw & Hinson, P.A., as local counsel; Schachter Harris, LLP as special litigation counsel for medicine science issues; King & Spalding as special counsel for asbestos matters; and Bates White, LLC, as asbestos consultants. Donlin Recano LLC is the claims and noticing agent. On Nov. 8, 2017, the U.S. bankruptcy administrator appointed an official committee of asbestos claimants in the Debtor's case. The Committee retained Montgomery McCracken Walker & Rhoads LLP as its legal counsel, Hamilton Stephens Steele + Martin, PLLC and JD Thompson Law as local counsel, FTI Consulting, Inc., as financial advisor. On Feb. 22, 2018, the court approved the appointment of Sander L. Esserman as the future claimants' representative in its case. Mr. Esserman tapped Young Conaway Stargatt & Taylor, LLP as his legal counsel. BIORESTORATIVE THERAPIES: Unsecureds Get Either Stock or Plan Note ------------------------------------------------------------------ BioRestorative Therapies, Inc., and Auctus Fund, LLC, filed a Plan and a Disclosure Statement. The Plan contemplates that new capital will be raised that will provide for the payment of allowed claims under the Plan and the funding of the Reorganized Debtor's continued operations, including clinical trials and other steps necessary to continue the development of the Debtor's technology and intellectual property. The Plan provides for the satisfaction in full of all Allowed Secured Claims, Administrative Claims, Priority Claims and Priority Tax Claims, unless the holders of such Claims agree to different treatment. The holders of Allowed General Unsecured Claims will receive, at their election, either (a) Common Stock in exchange for their Allowed Claims, or (b) if they choose to provide financing to the Reorganized Debtor in an amount of not less than 75% of their respective Allowed Claims, a Convertible Plan Note for the amount of their respective Allowed Claims and a Secured Convertible Plan Note for the amount of financing they provide to the Reorganized Debtor, plus one Plan Warrant for each dollar of financing they provide to the Reorganized Debtor. A full-text copy of the Disclosure Statement dated August 12, 2020, is available at https://tinyurl.com/y5etfxzv from PacerMonitor.com at no charge. Counsel to Auctus Fund, LLC: Harold B. Murphy, Esq. William R. Moorman, Jr., Esq. MURPHY& KING, P.C. One Beacon Street Boston, MA 02108 Telephone: (617) 423-0400 Facsimile: (617) 423-0498 Email: wmoorman@murphyking.com Counsel to BioRestorative Therapies, Inc.: Richard McCord, Esq. Robert D. Nosek, Esq. CERTILMAN BALIN ADLER & HYMAN, LLP 90 Merrick Avenue, 9th Floor East Meadow, NY 11554 Telephone: (516) 296-7000 Facsimile: (516) 296-7111 E-mail: rnosek@certilmanbalin.com About BioRestorative Therapies BioRestorative Therapies, Inc. -- http://www.biorestorative.com/-- is a life science company focused on stem cell-based therapies. It develops therapeutic products and medical therapies using cell and tissue protocols, primarily involving adult stem cells. BioRestorative Therapies sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-71757) on March 20, 2020. At the time of the filing, Debtor had estimated assets of between $50 million and $100 million and liabilities of between $10 million and $50 million. The Debtor is represented by Certilman Balin Adler & Hyman, LLP. BIZ AS USUAL: Dalin Funding Objects to Amended Disclosure --------------------------------------------------------- Dalin Funding, LP objects to the First Amended Disclosure Statement of debtor Biz as Usual, LLC. Dalin claims that the First Amended Disclosure Statement does nothing to address Dalin's First Objection. The First Amended Disclosure Statement has no material change with respect to the proposed treatment of Dalin's claims. Dalin sought and was granted relief from stay, which Debtor fails to address in its First Amended Disclosure Statement. Dalin further incorporates by reference the objections set forth in the United States Trustee's Objection to the Approval of Debtor's First Amended Disclosure Statement. A full-text copy of Dalin's objection dated Aug. 11, 2020, is available at https://tinyurl.com/y3gwbqg8 from PacerMonitor at no charge. Counsel for Dalin Funding: KANG HAGGERTY & FETBROYT LLC Daniel D. Haggerty, Esquire 123 S. Broad Street, Suite 1670 Philadelphia, PA 19109 Tel: (215) 525-5850 Fax: (215) 525-5860 E-mail: dhaggerty@KHFlaw.com About Biz as Usual Biz as Usual, LLC's primary business and primary source of income involves leasing its residential properties and commercial spaces. It owns 9 pieces of real estate which comprise the bankruptcy estate. The real estate was acquired steadily over 15 years. It is primarily residential rental real estate situated in Philadelphia County. The Debtor has previously filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No. 15-15040) on July 15, 2015. Biz as Usual filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No. 19-16476) on Oct. 15, 2019, listing under $1 million in both assets and liabilities. Judge Eric L Frank oversees the case. Michael P. Kutzer, Esq., is the Debtor's bankruptcy counsel. BIZ AS USUAL: U.S. Trustee Objects to Amended Disclosures --------------------------------------------------------- The United States Trustee for Region 3 objects to the approval of First Amended Disclosure Statement of debtor Biz as Usual, LLC. The U.S. Trustee avers that the Amended Disclosure Statement still fails to comply with the requirements of 11 U.S.C. Sec. 1125. The U.S. Trustee claims that it is unclear from the Amended Disclosure Statement and the Amended Plan why Class 7 is unimpaired, and why creditors in this class are not entitled to vote on the treatment of their claims under the Debtor's Plan. is unclear from the Amended Disclosure Statement and the Amended Plan why Class 7 is unimpaired, and why creditors in this class are not entitled to vote on the treatment of their claims under the Debtor's Plan. The U.S. Trustee points out that the Debtor should disclose why and how it intends to proceed with adversary actions against Dalin Funding, L.P. when Dalin was granted relief from stay without objection from the Debtor. The U.S. Trustee asserts that the Debtor fails to disclose the impact on its ability to successfully perform and complete its obligations under its proposed plan if it is unsuccessful with any of the objections or adversary actions it proposes. The U.S. Trustee further asserts that the Amended Disclosure Statement contains no information regarding what remedies, if any, creditors have if the Debtor fails to perform its obligations under the Plan, as it appears from the Amended Disclosure Statement that there can never be a default. A full-text copy of the U.S. Trustee's objection to amended disclosure statement dated August 11, 2020, is available at https://tinyurl.com/y3l9ny2l from PacerMonitor at no charge. About Biz as Usual Biz as Usual, LLC's primary business and primary source of income involves leasing its residential properties and commercial spaces. It owns 9 pieces of real estate which comprise the bankruptcy estate. The real estate was acquired steadily over 15 years. It is primarily residential rental real estate situated in Philadelphia County. The Debtor has previously filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No. 15-15040) on July 15, 2015. Biz as Usual filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No. 19-16476) on Oct. 15, 2019, listing under $1 million in both assets and liabilities. Judge Eric L Frank oversees the case. Michael P. Kutzer, Esq., is the Debtor's bankruptcy counsel. BIZNESS AS USUAL: Dalin Funding Objects to First Amended Disclosure ------------------------------------------------------------------- Dalin Funding, LP, objects to the First Amended Disclosure Statement of Debtor Bizness as Usual Inc. Dalin states that the First Amended Disclosure Statement does nothing to address Dalin’s First Objection. The First Amended Disclosure Statement has no material change with respect to the proposed treatment of Dalin's claims. Dalin points out that the success of Debtor's Plan continues to rely on speculative, undescribed, undefined claims against Dalin. Dalin further incorporates by reference the objections set forth in the United States Trustee's Objection to the Approval of Debtor's First Amended Disclosure Statement. A full-text copy of Dalin's objection dated August 11, 2020, is available at https://tinyurl.com/y6oo3loa from PacerMonitor at no charge. Counsel for Dalin Funding, LP: Daniel D. Haggerty, Esquire KANG HAGGERTY & FETBROYT LLC 123 S. Broad Street, Suite 1670 Philadelphia, PA 19109 Tel: (215) 525-5850 Fax: (215) 525-5860 E-mail: dhaggerty@KHFlaw.com About Bizness as Usual Bizness as Usual Inc. filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 19-16477) on Oct. 15, 2020. The Debtor's counsel is Michael P. Kutzer, Esq. BLUE STAR: Seeks to Hire Stoel Rives as Counsel ----------------------------------------------- Blue Star Doughnuts LLC, seeks authority from the U.S. Bankruptcy Court for the District of Oregon to employ Stoel Rives LLP, as counsel to the Debtor. Blue Star requires Stoel Rives to: a. provide legal advice regarding local rules, practices, precedent and procedures, and providing substantive and strategic advice to the Debtor with respect to its fiduciary duties, post-petition operations, relief from this Court that may be necessary for the Debtor to restructure its debts and reorganize its operations, alternative financing options to the extent necessary, and formulation of a chapter 11 plan and prosecution of the confirmation of its chapter 11 plan; b. appear in Court, in depositions, and at any meeting with the U.S. Trustee for the District of Oregon ("U.S. Trustee") and any meeting of creditors at any given time on behalf of the Debtor, as its counsel; c. work with counsel to parties in interest, including creditors, the U.S. Trustee, and the subchapter V trustee; d. negotiate, draft, review, comment, and prepare agreements, motions, complaints, documents, and discovery materials to be filed with the Court as counsel to the Debtor, including among other things the chapter 11 reorganization plan; e. advise and assist the Debtor with respect to its reporting requirements under the Bankruptcy Code; f. take all necessary actions to protect and preserve the Debtor's estate, including prosecuting actions on the Debtor's behalf, defending any action commenced against the Debtor, and representing the Debtor in negotiations concerning litigation in which the Debtor is involved, including objections to claims filed against the Debtor's estate; g. perform various services in connection with the administration of this case, including, without limitation, (i) preparing certificates of no objection, certifications of counsel, notices of fee applications and hearings, agendas, and hearing binders of documents and pleadings, (ii) monitoring the docket for filings and pending matters that require responses, (iii) preparing and maintaining critical dates memoranda to monitor pending applications, motions, hearing dates and other matters and the deadlines associated with the same, (iv) preparing and filing on behalf of the Debtor all necessary motions, notices, applications, answers, orders, reports and papers in support of positions taken by the Debtor, and (v) handling inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of the case and any necessary responses; and h. perform all other services assigned by the Debtor, as counsel to the Debtor, provided that such services assigned by the Debtor constitute an exercise of the Debtor's business judgment in its capacity as a fiduciary of its bankruptcy estate. Stoel Rives will be paid at these hourly rates: Partners $390 to $795 Of Counsels $315 to $710 Associates $265 to $485 Paralegals/Professional Staffs $215 to $325 Stoel Rives will be paid a retainer in the amount of $25,000. Stoel Rives will also be reimbursed for reasonable out-of-pocket expenses incurred. Oren B. Haker, partner of Stoel Rives LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Stoel Rives can be reached at: Oren B. Haker, Esq. Kristin E. Russell, Esq. Daniel R. Kubitz, Esq. STOEL RIVES LLP Telephone: (503) 224-3380 Facsimile: (503) 220-2480 E-mail: oren.haker@stoel.com kristin.russell@stoel.com daniel.kubitz@stoel.com About Blue Star Doughnuts Blue Star Doughnuts LLC, based in Portland, OR, filed a Chapter 11 petition (Bankr. D. Or. Case No. 20-32485) on August 26, 2020. The Hon. Peter C. Mckittrick presides over the case. STOEL RIVES LLP, serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Will Price, chief financial officer. BOUCHARD TRANSPORTATION: Pursues Chapter 11 Restructuring --------------------------------------------------------- Bouchard Transportation Co., Inc. (privately held), the nation's largest independently-owned ocean-going petroleum barge company, on Sept. 28, 2020, announced that it and certain of its subsidiaries have filed voluntary petitions to restructure under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. Bouchard intends to fund the chapter 11 process with debtor-in-possession financing, which will provide the Company with the necessary liquidity to maintain normal operations while it undertakes certain key operational restructuring initiatives, including to ensure the fleet is in full compliance with all operating regulations, and otherwise emerge as a stronger enterprise positioned for long-term success. As part of its operational restructuring, the Company will fill several key open executive management positions. The Company intends to pay employees, suppliers, and other trade vendors in full in the ordinary course. Bouchard has appointed Mark Berger of Portage Point Partners, LLC to serve as chief restructuring officer during the chapter 11 process. Throughout this process, Bouchard aims to continue to serve its customers and trade partners and ensure the safety of its employees and fleet operations. The Company will file customary first day motions that, once approved by the Bankruptcy Court, will allow the Company to smoothly transition its business into chapter 11. Court filings and other documents related to the court-supervised process are available at https://cases.stretto.com/bouchard or by calling the Company's claims agent, Stretto at (855) 923-1038 (toll-free) or (949) 236-4792 (international). Kirkland & Ellis LLP and Jackson Walker LLP are acting as the Company's legal counsel, Portage Point Partners, LLC is serving as restructuring advisor, and Jefferies LLC is acting as investment banker. About Bouchard Transportation Co., Inc. Founded in 1918, the Company's first cargo was a shipment of coal. By 1931, Bouchard acquired its first oil barge. Over the past 100 years and five generations later, Bouchard has expanded its fleet, which now consists of 25 barges and 26 tugs of various sizes, capacities and capabilities, with services operating in the United States, Canada, and the Caribbean. Bouchard remains dedicated to continuing the rich heritage of barging expertise and family pride well into the future. CALIFORNIA PIZZA KITCHEN: Closes Boulder, CO Location ----------------------------------------------------- Christopher Wood, writing for BizWest, reports that California Pizza Kitchen Inc., which filed for Chapter 11 bankruptcy protection, has closed its Boulder, Colorado restaurant, and the fate of its Broomfield location remains uncertain. The Playa Vista, California-based chain of pizza restaurants filed for bankruptcy in U.S. Bankruptcy Court for the Southern District of Texas July 29, 2020. The company listed assets of $100 million to $500 million and liabilities of $500 million to $1 billion. "The debtors filed these chapter 11 cases to obtain access to critical financing, right-size their capital structure, reduce their lease footprint, and preserve approximately 10,000 jobs," the company stated in a July 30 disclosure statement. "As of the petition date, the debtors have approximately $403.1 million in total funded debt obligations." The company on July 30 filed a motion to reject leases for 18 of its 183 leased locations nationwide that had already permanently closed. A lease with The MaceRich Partnership LP for the company's store at Twenty Ninth Street in Boulder was included in that motion. "As part of their prepetition restructuring efforts, the Debtors undertook a comprehensive review and analysis of their extensive lease portfolio and the performance of each of their restaurants," the company said in a bankruptcy filing. "In connection therewith, the Debtors determined, in their business judgment that the closure of certain underperforming locations would be in their best interests." About California Pizza Kitchen 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, the 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 CAMBIUM LEARNING: Moody's Affirms B3 CFR on Rosetta Stone Purchase ------------------------------------------------------------------ Moody's Investors Service affirmed Cambium Learning Group, Inc.'s B3 Corporate Family Rating ("CFR") and B3-PD Probability of Default Rating following the company's proposed acquisition of Rosetta Stone. Moody's also affirmed the B2 rating for the company's first lien senior credit facilities including the upsize of the revolver and term loan B, affirmed the Caa2 rating for the existing second lien term loan and assigned a Caa2 rating to the proposed $150 million second lien term loan. The outlook remains stable. The $728 million Rosetta Stone acquisition along with related fees and expenses will be financed with a $425 million first lien term loan add-on, $150 million second line term loan add-on along with cash from balance sheet and an equity contribution from Cambium's equity sponsor, Veritas Capital. Although the high acquisition multiple and increase in leverage is credit negative, Moody's considers the acquisition as strategically sound as it will further increase Cambium's scale as well as product offerings with the addition of Rosetta Stone's Lexia literacy intervention and the Rosetta Stone-branded language learning products. Pro forma for the Rosetta Stone acquisition, Moody's adjusted debt-to-EBITDA will be in excess of 10x (after deducting cash outlays for software and content development costs) from about 7.3x for the trailing twelve months ended June 30, 2020. This is the second significant debt funded acquisition since the leveraged buyout by Veritas Capital in November 2018, which Moody's views as aggressive, especially given the high multiple Cambium is paying to acquire Rosetta Stone. The pro forma leverage is higher than the low 9.0x at the close of the LBO transaction almost two years ago, although Cambium's scale has favorably more than tripled since then. Moody's affirmed the ratings based on the rating agency's expectation that Cambium will be able to de-lever with strong earnings growth over the next year including from mid-single digit organic revenue growth and realization of synergies from Rosetta Stone. The affirmation also reflects the company's track record of successfully integrating acquisitions in the past. Pro forma for the transaction, Cambium will have good liquidity with $75 million cash on balance sheet and is expected to generate solid positive free cash flow of more than $40 million over the next year, which also supports the affirmation of the B3 CFR. Moody's took the following ratings actions: Issuer: Cambium Learning Group, Inc. Ratings Affirmed: Corporate Family Rating, affirmed B3 Probability of Default Rating, affirmed B3-PD Gtd Senior Secured First Lien Revolving Credit Facility (including proposed upsize), affirmed B2 (LGD3) Gtd Senior Secured First Lien Term Loan (including proposed upsize), affirmed B2 (LGD3) Gtd Senior Secured Second Lien Term Loan, affirmed Caa2 (LGD5) Ratings Assigned New $150 million Gtd Senior Secured Second Lien Term Loan, assigned Caa2 (LGD5) Outlook Actions: Outlook, Remains Stable Ratings Rationale Cambium's B3 CFR broadly reflects its very high leverage as the result of aggressive growth strategy with debt funded acquisitions. Pro forma Moody's adjusted debt-to-EBITDA exceeds 10.0x (after deducting cash outlays for software and content development costs). Debt-to-EBITDA leverage would be in the high 8.0x if change in deferred revenue is included in the calculation of EBITDA. Although Moody's expect leverage will decline due to strong earnings growth over the next year including through the realization of synergies, Cambium's leverage will remain high over the longer term given its private equity ownership and a growth strategy that incorporates strategic debt funded acquisitions. The rating is also constrained by the competitive nature of the industry with other participants in the relatively fragmented K-12 digital learning and assessment market. High reinvestment is necessary to enhance content and product features and maintain competitiveness, leading to high cash outlays and the need to attract and retain a skilled workforce. However, the rating is supported by Cambium's established brand name with a portfolio of well-recognized product offerings in the digital education services market, long term relationships with core K-12 school customers, and solid growth prospects driven by favorable industry fundamentals such as the transition of educational services to more digital-oriented delivery. The rating also benefits from Cambium's stable cash generating capability due to a high level of recurring revenue and solid margins. The stable outlook reflects Moody's expectation that the company will be able to de-lever with strong earnings growth over the next 12 to 18 months as well as maintain good liquidity with solid free cash flow generation exceeding $40 million annually. The stable outlook also reflects Moody's expectation that over the longer term, Cambium will continue to utilize debt and leveraging transactions to fund its aggressive growth strategy including acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if there is deterioration in operating performance, market share declines, EBITA-to-interest expense is less than 1.0x, or if free cash flow is weak or negative, or liquidity otherwise deteriorates. The ratings could be upgraded if the company delivers sustained organic revenue and earnings growth, with Moody's adjusted debt-to-EBITDA maintained well below 6.5x and free cash flow as a percentage of debt sustained above 5%. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in Dallas, Texas, Cambium is a provider of predominantly subscription-based digital online educational curriculum content and assessments to the pre-K to 12 grade school market. Pro forma for its pending Rosetta Stone acquisition, LTM (as of July 31, 2020) bookings approximated $719 million. The company has been owned by the private equity firm Veritas Capital since a 2018 leveraged buyout. CAMBIUM LEARNING: S&P Affirms 'B-' ICR; Outlook Stable ------------------------------------------------------ S&P Global Ratings affirmed its 'B-' issuer credit rating on Cambium Learning Group Inc., a provider of instructional material and assessment solutions to the K-12 markets. S&P is affirming its 'B' issue-level rating on the first-lien debt; the recovery rating remains '2'. S&P is affirming its 'CCC' issue-level rating on the second-lien debt; the recovery rating remains '6'. "The stable outlook reflects our expectation that Cambium Learning Group will continue its modest revenue growth driven by current trends of schools adopting digital education technology solutions, while generating sufficient free operating cash flow to meet its debt service payments," S&P said. Leverage at close of the transaction (pre-synergy) is expected to be near 16x, though proposed synergies and revenue growth should provide material deleveraging opportunities in 2021. S&P Global Ratings' adjusted EBITDA for Rosetta Stone for the June 2020 last-12-months (LTM) period is negative $1.5 million (adjusted for capitalized software development and operating leases), contributing to the 16x leverage. S&P expects leverage will meaningfully improve to the mid-7x area by fiscal year-end 2021 through a combination of costs savings and revenue growth. S&P notes that its adjusted leverage is materially different from that of management. Contributing to the variance are S&P's adjustments for capitalized software development (reduction to EBITDA), not adding the change in deferred revenue, and slightly more conservative assumptions around 2021 revenue growth and profitability. The company has identified $26 million in proposed cost savings, of which S&P believes $11 million to be easily achievable within the first few months after close of the transaction." These savings are typical for a transaction of this nature and include the elimination of public company costs, the rationalization of its digital media spending, and other non-headcount related items. The remaining $15 million of savings are also viewed as achievable, but may take longer to realize and involve removing duplicative and / or redundant expenses derived from integrating each company's salesforces. Growth in the combined company's literacy solutions, along with a recently awarded contract from a new state in its assessment division is also expected to contribute to organic EBITDA expansion. As a result of the aforementioned items, 2021 reported free operating cash flow (FOCF) is expected to be around $90 million, supporting the 'B-' affirmation and stable outlook, despite the high starting leverage. Rosetta FOCF is expected to be positive in fiscal 2020 and 2021, after negative and breakeven FOCF the prior two years. The Rosetta acquisition will initially be dilutive, with estimated 2020 (pre-synergy) S&P Global Ratings-adjusted EBITDA around $3.5 million (includes a $10 million adjustment for capitalized software development). Reported FOCF is expected to be around $15 million in 2020 which would only cover about 40% of the additional rise in debt service (cash interest: $33 million, debt amortization: $4 million), though the cost saving opportunities arising from the combination should be sufficient to offset the remaining increase. S&P attributes the growth in Rosetta's 2020 FOCF to strong bookings for its Lexia literacy intervention solutions (assists struggling students) and consumer language products, as people took advantage of shelter-in-place initiatives in the spring and summer months to learn a new language. While the demand for its consumer language offering may abate as various states slowly reopen, as with Cambium, S&P believes demand trends for its literacy intervention solutions will remain strong over the next 12 months." S&P believes the potential exists for meaningful cross-selling opportunities of the Lexia solutions into Cambium's existing school base. Cambium has a much larger salesforce and footprint (presence in roughly 10,000 districts) whereas Rosetta sells to around 2,900 districts. S&P believes Rosetta's Core5 and PowerUp solutions, when bundled with Cambium's existing Voyager products (Letrs, ClearSight) will provide a competitive end-to-end literacy solution which schools can leverage to assist their students. COVID-19 is expected to bring volatility to the 2020-2021 academic school year, with both headwinds and opportunities for Cambium in calendar 2020 and 2021. The timing of the pandemic and resulting school closures coincided with the annual federally mandated statewide summative testing cycle. Based on S&P's prior forecast at the time of Cambium's acquisition of AIR Assessment (Assessment), the rating agency estimates the cancellation of the spring 2020 testing, which required federal waivers from the Department of Education, caused Cambium to miss out on around $30 million of revenue. However, Cambium's nascent formative testing products may see a boost in the fall and beyond as schools look into the early testing of students as the new school year commences. These tests will look to evaluate any gaps that may have developed from the abrupt closures of schools and resulting switch to remote learning to finish the previous academic year. While no decision has been made at the federal level as to whether waivers will be granted for this upcoming spring, some states have already submitted waivers for these to be cancelled for the 2020-2021 academic year. The decision to administer the spring 2021 summative tests will likely depend on the success of various approaches to student instruction occurring (modified on-premise, remote learning). Being that the summative tests are federally required, until a decision on waivers has been made for the next testing cycle, S&P assumes states will want to be prepared and proceed accordingly. If a decision to cancel these tests occurs sooner than later, this may have a larger impact to Cambium's revenue in 2021 than in 2020." Cambium earns this revenue on a milestone basis, and may potentially miss out on the opportunity to meet milestones as planned. Assessment revenue is expected to be around 40% of the total 2021 revenue, and is expected to include meaningful revenue contribution from a contract recently awarded in September 2020 from a new state. On the other hand, the literacy intervention products at both Cambium and Rosetta are expected to see tailwinds. In any given year, a subset of the K-12 student population struggles to keep up with literacy requirements. S&P expects the disruption at the end of the last school year, and current approaches to student instruction, will only exacerbate this situation. As such, S&P expects these solutions will be in higher demand as schools look to better assist their students. The literacy segments of both Cambium and Rosetta have seen strong bookings year to date which S&P believes will provide an uplift to revenue over the near term. "The stable outlook reflects our expectation that Cambium Learning Group will continue its modest revenue growth as a result of current trends of schools adopting digital education technology solutions, while generating sufficient FOCF to meet its debt service payments," S&P said. While not expected over the next 12 months, S&P could lower the rating if increased competition from larger content publishers creating comparable digital solutions contribute to pricing pressure and increased customer attrition, or through the loss of a large summative assessment test customer, leading to negative FOCF on a sustained basis and weakening liquidity (including revolver availability), where S&P considers the capital structure unsustainable. "Although we are unlikely to upgrade the company over the next 12 months, we could consider a higher rating over the longer term if the company is able to organically grow EBITDA and FOCF, such that leverage declines to below 7x and FOCF to debt rises above the mid-single-digit percentage area," S&P said. CANADA GOOSE: S&P Assigns 'B+' ICR; Outlook Stable -------------------------------------------------- S&P Global Ratings assigned its 'B+' issuer credit rating to Canada Goose Holdings Inc. At the same time, S&P Global Ratings assigned its 'BB' rating and '1' recovery rating to subsidiary Canada Goose Inc.'s proposed senior secured term loan. The '1' recovery rating indicated its expectation for very high (90%-100%; rounded estimate: 90%) recovery in a default scenario. COVID-19-related retail closures and weak economic conditions will likely hurt Canada Goose's revenues and EBITDA for fiscal 2021. The widespread shutdowns and closures of retail stores to contain the spread of the coronavirus have materially affected Canada Goose's operating performance for the first quarter ended June 28, 2020. Specifically, revenues were down 60%, and S&P anticipates weak operating performance to continue through fiscal 2021. While S&P expects demand to improve in the fall and winter as retail stores re-open and the company enters into its seasonally strong quarters, the rating agency believes the operating environment will remain challenged near term given the uncertain path of the COVID-19 pandemic. S&P believes that a sharper-than-expected drop in consumer spending for premium priced, discretionary products and the possibility of retail closures stemming from stricter social distancing measures because of an increase in infections could materially pressure sales and profitability. In addition, S&P foresees ongoing stress on sales from reduced air travel and tourism in the near term. Incorporating all these factors, S&P expects Canada Goose's revenues for fiscal 2021 will drop by about the mid-20% area and EBITDA margins will contract meaningfully compared with fiscal 2020. Fiscal 2021 credit measures could weaken meaningfully, but rebound in fiscal 2022 as earnings improve from higher sales. Pro forma the refinancing transaction, Canada Goose will exit with about 3.3x debt to last 12 months June 28 EBITDA (on an S&P Global Ratings' adjusted basis). However, S&P expects leverage to deteriorate to about 4.7x in fiscal 2021. Based on S&P's article, "COVID-19 Battered Global Consumer Discretionary Sectors But Lifted Staples; Recovery Varies By Subsector" (published Aug. 4, 2020, on RatingsDirect), recovery of personal luxury goods to pre-pandemic levels will be gradual (end of 2022-early 2023) because of a combination of lockdowns, the severe impact on travel and tourism, and recessionary macroeconomic conditions. Therefore, S&P does not forecast revenues and EBITDA returning to pre-pandemic levels until fiscal 2023. However, S&P does forecast a moderate improvement in operating performance in fiscal 2022 (revenue to increase 14%-15% and EBITDA to expand by 100 basis points [bps] compared with fiscal 2021) such that adjusted debt to EBITDA can improve to below the 4x area in fiscal 2022. S&P also expects the company's fixed-charge coverage ratio to remain healthy at 2x-3x in fiscal 2022. Small scale, limited product and brand diversity, and the highly seasonal nature of the business are key credit risks. S&P views a niche market, narrow product focus, and high seasonality as factors that could lead to greater volatility in EBITDA margins and credit measures owing to cyclical factors. Given current conditions S&P believes such volatility could be further amplified. As per Euromonitor, the global designer apparel and footwear market, is valued at about US$130 billion. S&P believes that within this broader market the company has created a niche position and has limited scale as a performance luxury outerwear apparel manufacturer. Canada Goose competes directly with Moncler S.p.A., which has a larger revenue and EBITDA base as well as a broader retail presence. S&P assesses Canada Goose's single brand and narrow product focus as key credit risks to the company's business profile. Canada Goose has high product concentration with most of its revenues generated from its highly seasonal parka category (80% of revenues and EBITDA are generated in July-December) and exposes the company to significant revenue volatility should seasonal sales weaken. A smaller portion of revenues is composed of non-parka products such as spring and rain jackets and other cold weather accessories. The company has recently entered the footwear market through the acquisition of Baffin Inc. S&P believes that the acquisition only modestly benefits Canada Goose's product portfolio. Strong brand recognition, an evergreen product offering, and robust pricing power underpin Canada Goose's competitive strength. S&P views positively the company's strong brand history and recognition globally. Canada Goose started in 1957 and has more than 60 years' history in the premium outerwear apparel industry. It offers high-quality, premium-priced, down-filled winter jackets that sell globally and command good penetration in Canada and the U.S within the performance luxury outerwear market. S&P favorably views the strength in the company's product offerings, which carry premium pricing and are rarely discounted. A major portion of Canada Goose's total finished goods consist of carry-over styles; these products have relevance year over year. Therefore, the company has the ability to carry over its excess inventory of core products to subsequent seasons. Hence, S&P believes Canada Goose products carry a lower fashion and inventory obsolescence risk compared with other premium and luxury wear apparel. Geographic expansion and strategic shift to direct-to-consumer channels from wholesale should help spur revenue growth as the pandemic-led slowdown eases. S&P anticipates that revenue growth from fiscal 2022 onward should largely stem from expansion of the direct-to-consumer (DTC) channel, e-commerce markets, and a geographically expanding brick and mortar presence in Mainland China. Canada Goose has accelerated its strategic shift to the DTC channel from wholesale distribution since the outbreak of the coronavirus. The company aims to focus on expanding both its brick and mortar presence (currently it has 24 stores) and broaden its digital platform to serve its customers globally (across 13 countries as of March 2020). S&P believes that the e-commerce growth strategy insulates Canada Goose from pressures in brick and mortar wholesale channels and improves EBITDA margins. S&P believes there are heightened risks that the company might not be able to execute its expansion strategy as planned due to macroeconomic uncertainties beyond its control. Furthermore, S&P believes that new brick and mortar store openings could necessitate ongoing marketing and general spending, which could pressure EBITDA margins over the next 12 months should revenue recovery falter due to weaker consumer demand. S&P expects that Canada Goose will generate positive free cash flows in fiscal 2021 as a result of lower working capital investment and capital expenditures. The rating agency estimates that the company can meaningfully reduce working capital needs owing to lower inventory build in fiscal 2021. Furthermore, S&P estimates fiscal 2021 capital expenditures (capex) in the C$45 million-C$50 million range, which is lower than fiscal 2020 investments (including intangibles) of about C$60 million (as per cash flow statement). A combination of working capital benefits and lower capex should contribute to strong positive free cash flows of C$90 million-C$100 million annually in each of fiscal years 2021 and 2022. S&P believes that additional cash to balance sheet of about C$185 million from the proposed debt issuance and positive free cash flows should not only support new investments in the following year but also provide Canada Goose with a liquidity buffer to manage through these difficult circumstances caused by the COVID-19 pandemic. The stable outlook reflects S&P's view that Canada Goose's operating performance will recover moderately in fiscal 2022 following a sharply weak fiscal 2021 as social distancing measures and economic uncertainty sideline shoppers. S&P expects some recovery in demand in fiscal 2022 as consumer confidence returns amid loosening of social distancing restrictions and increased travel, likely supported by a successful vaccine program. In addition, a meaningfully larger store footprint and expanded e-commerce markets compared with fiscal 2020 should lead to revenue and EBITDA growth helping drive adjusted debt to EBITDA below 4x. "We could lower our ratings if the negative effects of the pandemic persist in the next 12-18 months or if the pandemic-induced recession affects disposable income globally. Such a severe scenario could hinder Canada Goose's ability to increase revenues in the company's seasonally best quarters over the next 12-18 months," S&P said. S&P could also take a negative rating action if it forecasts debt to EBITDA to remain weak, close to 5x, in fiscal 2022 and if free cash flows weaken meaningfully. "Although unlikely until the risks and severe effects of the pandemic abate, we could raise the ratings on the company if its debt to EBITDA improves and can be sustained in the mid-3x area," S&P said. CANCER GENETICS: Issues 199,543 Common Shares to Lender ------------------------------------------------------- Between Sept. 9, 2020 and Sept. 23, 2020, Cancer Genetics, Inc. issued an aggregate of 199,543 shares of the Company's common stock to Atlas Sciences, LLC in exchange for the return to the Company of $810,234.47 of principal amount and accrued and unpaid interest from the Promissory Note, dated Oct. 21, 2019, made by the Company in favor of the Lender, which amount represented the remaining outstanding balance under the Note. The Exchange Shares are not registered under the Securities Act of 1933, as amended or any state securities laws. The Company has relied on the exemption from the registration requirements of the Securities Act by virtue of Section 3(a)(9) under the Securities Act. As a result of the transactions, the Note Purchase Agreement dated as of Oct. 21, 2019, between Cancer Genetics and Atlas Sciences, as well as the Note were terminated. About Cancer Genetics Through its vivoPharm subsidiary, the Cancer Genetics -- http://www.cancergenetics.com-- offers proprietary preclinical test systems supporting clinical diagnostic offerings at early stages, valued by the pharmaceutical industry, biotechnology companies and academic research centers. The Company is focused on precision and translational medicine to drive drug discovery and novel therapies. vivoPharm specializes in conducting studies tailored to guide drug development, starting from compound libraries and ending with a comprehensive set of in vitro and in vivo data and reports, as needed for Investigational New Drug filings. vivoPharm operates in The Association for Assessment and Accreditation of Laboratory Animal Care International (AAALAC) accredited and GLP compliant audited facilities. Cancer Genetics reported a net loss of $6.71 million for the year ended Dec. 31, 2019, compared to a net loss of $20.37 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $11.79 million in total assets, $6.68 million in total liabilities, and $5.10 million in total stockholders' equity. Marcum LLP, in Houston, Texas, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 29, 2020, citing that the Company has minimal working capital, 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. CARIBBEAN TRADING: Hires Estrella LLC as Counsel ------------------------------------------------ Caribbean Trading Company, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Estrella, LLC, as counsel to the Debtor. Caribbean Trading requires Estrella LLC to represent and provide legal services to the Debtor in the Chapter 11 bankruptcy proceedings. Estrella LLC will be paid at these hourly rates: Attorneys $275 to $350 Associates $200 to $250 Paralegals $100 Estrella LLC will be paid a retainer in the amount of $8,000. Estrella LLC will also be reimbursed for reasonable out-of-pocket expenses incurred. Carlos Infante, partner of Estrella, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Estrella LLC can be reached at: Carlos Infante, Esq. ESTRELLA, LLC 405 Juan Rodriguez St. Mirador del Parque 303-2 San Juan, PR 00918 Tel: (787) 930-3707 E-mail: infantec@gmail.com About Caribbean Trading Company Caribbean Trading Company, Inc., is a Puerto Rico-based company which provides unique art, souvenirs, gift baskets, corporate incentive gifts and promotional products. Caribbean Trading Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 20-03479) on Aug. 31, 2020. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $100,001 and $500,000. Estrella LLC is the Debtor's legal counsel. CARVANA CO: S&P Rates New $1BB Senior Unsecured Notes 'CCC+' ------------------------------------------------------------ S&P Global Ratings assigned its 'CCC+' issue-level and '4' recovery ratings to Carvana Co.'s proposed $500 million senior unsecured notes due 2025 and $500 million senior unsecured notes due 2028. The '4' recovery rating indicates S&P's expectation for average (30%-50%; rounded estimate: 45%) recovery in the event of a default. The company plans to use the proceeds to redeem its $600 million notes due 2023 and add cash to the balance sheet. S&P's 'CCC+' issuer credit rating and stable outlook on Carvana are unaffected because the company continues to be able to support its aggressive growth plans through the issuance of debt and equity. The proposed debt offering along with the recent equity capital raises should give the company sufficient liquidity for at least the next 18 months. The company continues to grow rapidly in spite of the COVID-19 pandemic thanks to its online business model and strong consumer demand for used cars. However, S&P would need to see more progress on its path to improve EBITDA margins, in particular its selling, general, and administrative spending as a percentage of sales, before considering an upgrade or a change in outlook. ISSUE RATINGS - RECOVERY ANALYSIS Key analytical factors -- S&P's hypothetical default scenario assumes Carvana fails to achieve the growth it needs to improve margins. This leads the company to burn cash at a faster-than-anticipated rate. -- S&P uses a combined discrete asset value (DAV) and enterprise value (EV) EBITDA multiple approach. It uses the EBITDA multiple approach for Carvana's operating business and the DAV for its vehicle inventory, which is financed through floor plan financing. Simulated default assumptions -- Year of default: 2022 -- Jurisdiction: U.S. -- EBITDA at emergence: $183 million -- EBITDA multiple: 6x -- Jurisdiction: U.S. -- All debt includes six months of accrued interest; and -- Administrative claims of 5% of EV. Simplified waterfall -- Gross enterprise value: $1.75 billion ($1.1 billion EV multiple/$648 million DAV) -- Net recovery value for waterfall after 5% administrative expenses: $1.66 billion -- Priority claims: $818 million -- Total collateral value available to secured debt: $844 million -- Estimated secured debt claims: $370 million -- Recovery expectations: Greater than 100% -- Total collateral available to senior unsecured claims: $475 million -- Total unsecured claims: $1,028 million -- Recovery expectations: 30%-50% (rounded estimate: 45%) CBL PROPERTIES: Gets New Deal to Delay Bankruptcy Filing -------------------------------------------------------- CBL Properties (NYSE:CBL) on Sept. 28, 2020, announced that the Petition Date under the Restructuring Support Agreement (the "RSA") has been extended from October 1, 2020 to October 15, 2020. The RSA was entered into on August 18, 2020, with certain beneficial owners and/or investment advisors or managers of discretionary funds, accounts, or other entities (the "Noteholders") representing in excess of 60%, including joining noteholders added pursuant to joinder agreements, of the aggregate principal amount of the Operating Partnership’s 5.25% senior unsecured notes due 2023 (the "2023 Notes"), the Operating Partnership’s 4.60% senior unsecured notes due 2024 (the "2024 Notes") and the Operating Partnership’s 5.95% senior unsecured notes due 2026 (the "2026 Notes" and together with the 2023 Notes and the 2024 Notes, the "Unsecured Notes"). The Company intends to utilize the additional time to continue collaborative negotiations with its senior, secured lenders and the Noteholders to attempt to reach a consensual arrangement with both parties. In the event that such an arrangement were reached, the Company and the Noteholders would amend the RSA to include its senior, secured lenders. The agreement may be amended by the Company and with the consent of noteholders representing at least 75% of the Unsecured Notes that are held by noteholders that are party to the RSA. The latest information on CBL’s restructuring, including news and frequently asked questions, can be found at cblproperties.com/restructuring. Elimination of $900M of Debt CBL Properties on Aug. 19, 2020 announced that the Company has entered into a Restructuring Support Agreement with certain beneficial owners and/or investment advisors or managers of discretionary funds, accounts, or other entities (the "noteholders") representing in excess of 57% of the aggregate principal amount of the Operating Partnership's 5.25% senior unsecured notes due 2023 (the "2023 Notes"), the Operating Partnership's 4.60% senior unsecured notes due 2024 (the "2024 Notes") and the Operating Partnership's 5.95% senior unsecured notes due 2026 (the “2026 Notes" and together with the 2023 Notes and the 2024 Notes, the "Unsecured Notes"). The Plan would eliminate the approximately $1.4 billion principal amount of Unsecured Notes in exchange for the issuance of $500 million of new senior secured notes due June 2028, approximately $50 million of cash and approximately 90% of the new common equity of the Company to holders of the Unsecured Notes. As a result, the Plan, if implemented, will result in the elimination of approximately $900 million of debt, extension of the Company's debt maturity schedule and a reduction in annual interest expense of more than $20 million. The Plan also contemplates eliminating the Company's more than $600 million obligation on its preferred stock in exchange for new common equity and warrants. In sum, the Plan will provide the Company with a significantly stronger balance sheet by reducing total debt, extending debt maturities and increasing liquidity while minimizing operational disruptions. CBL currently has approximately $220 million in cash on hand and available for sale securities. The Company's cash position, combined with positive cash flow generated by ongoing operations, is expected to be sufficient to meet CBL's operational and restructuring needs. Certain subsidiaries, including CBL's joint ventures and CBL's special purpose entities holding properties that secure mortgage loans, are not contemplated to be included as part of the in-court process. CBL anticipates continuing to meet all debt service and other obligations, as required, under its property level secured loans and joint venture partnerships. About CBL Properties Headquartered in Chattanooga, TN, CBL Properties -- http://www.cblproperties.com/-- owns and manages a national portfolio of market-dominant properties located in dynamic and growing communities. CBL's portfolio is comprised of 108 properties totaling 68.2 million square feet across 26 states, including 68 high‑quality enclosed, outlet and open-air retail centers and 9 properties managed for third parties. CBL seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. CHINOS INTERMEDIATE 2: Moody's Gives B3 CFR on Bankruptcy Emergence ------------------------------------------------------------------- Moody's Investors Service assigned new ratings for Chinos Intermediate 2 LLC (J.Crew) following its emergence from bankruptcy on September 10, 2020, including a B3 corporate family rating (CFR), a B3-PD probability of default rating (PDR) and a B3 rating on the $400 million senior secured exit term loan. The company's debt capitalization also includes an unrated $400 million exit asset-based revolving credit facility, which was undrawn as of the emergence date. The ratings outlook is stable. "By eliminating 80% of pre-petition debt and reducing its lease obligations, J.Crew has tackled a long overburdened capital structure," said Moody's vice president and senior analyst Raya Sokolyanska. "However, significant challenges remain as the company needs to turn around the J.Crew business, invest in its operations and contend with the promotional environment and depressed consumer spending on apparel," added Sokolyanska. Moody's took the following rating actions for Chinos Intermediate 2 LLC: Corporate family rating, assigned B3 Probability of default rating, assigned B3-PD Senior secured bank credit facility, assigned B3 (LGD4) Outlook, assigned stable RATINGS RATIONALE The B3 CFR reflects Moody's expectations for weak near-term earnings and cash flow generation as a result of coronavirus-driven declines in consumer spending on apparel and the highly promotional apparel environment. In addition, the operational disruption from the bankruptcy process creates risks with regard to the company's ability to capitalize on the expected recovery in consumer demand. The challenging turnaround of the J.Crew business over the past several years remains a key credit negative. The credit profile also reflects the company's relatively small scale, high fashion risk, and exposure to margin pressure from e-commerce investment. In addition, the rating incorporates governance considerations, including the company's bankruptcy filing and ownership by former lenders. At the same time, the rating is supported by J.Crew's adequate liquidity over the next 12-18 months, including access to an undrawn $400 million exit ABL facility, lack of near-term maturities, and expectations for modestly positive cash flow. Moody's projects EBITDA recovery in 2021 to levels within 30-40% of 2019, driven by higher revenue and gross profit as well as a substantial reduction in lease expense following the bankruptcy. As a result, Moody's models an improvement in credit metrics, including debt/EBITDA declining to 3-3.5 times from 4.6 times (estimated Q2 2020 pro-forma) and EBIT/interest expense increasing to 1.5-1.7 times from 0.4 times. The rating also benefits from the company's ownership of the Madewell business, which has demonstrated sustained growth prior to the pandemic. The rapid spread of the coronavirus outbreak, deteriorating global economic outlook, and high asset price volatility have created an unprecedented credit shock across a range of sectors and regions. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. J.Crew's exposure to declines in US apparel spending and physical store traffic in these unprecedented operating conditions creates significant risks with respect to the company's earnings and liquidity. The stable outlook reflects Moody's projections for gradual revenue and EBITDA recovery and adequate liquidity over the next 12-18 months. The ratings could be downgraded if liquidity deteriorates for any reason or if over the next 12-18 months earnings do not trend towards levels within 30% of 2019. Quantitatively, the ratings could be downgraded with expectations that EBIT/interest expense will be sustained below 1.25 times. The ratings could be upgraded if operating performance improves on a sustained basis, including a meaningful recovery in both the Madewell and J.Crew businesses. An upgrade would also require solid positive free cash flow generation. Quantitatively, the ratings could be upgraded if debt/EBITDA is maintained below 4 times and EBIT/interest expense above 2 times. Chinos Intermediate 2 LLC (J.Crew) is a retailer of women's, men's and children's apparel, shoes and accessories. For the fiscal year ended February 1, 2020, the company generated $2.5 billion of sales through its stores, websites, catalogs and retail partners. The company is majority owned by Anchorage Capital Group, L.L.C. following bankruptcy emergence. The principal methodology used in these ratings was Retail Industry published in May 2018. CHRISTOPHER S. HARRISON: Oct. 27 Hearing on Trustee's Property Sale ------------------------------------------------------------------- Judge Stephani W. Humrickhouse of the U.S. Bankruptcy Court for the Eastern District of North Carolina continued the hearing on the proposed sale by Holmes P. Harden, the Chapter 11 Trustee of Christopher S. Harrison, of the real property located at 186W. 4th Street, Ocean Isle Beach, North Carolina, more particularly described as Being all of Lot 8 Ross Subdivision as shown on Plat recorded in Plat Book Z, Page 149 in the Brunswick County Registry, at public auction or private sale, for at least 30 days to Oct. 27, 2020 at 10:30 a.m. Said real property may be subject to the following liens: a. Brunswick County Revenue Dept. (Attn: Managing Agent, P.O. Box 29, Bolivia, NC 28422) - 2020 ad valorem taxes b. AmeriCredit Financial Services, Inc. (Attn: Registered Agent, 2626 Glenwood Avenue, Suite 550, Raleigh, NC 27608-1370) - Judgment against the Debtor (only) in the principal amount of $6,649 together with interest and costs. c. GM Financial (Attn: Registered Agent, 6135 Park South Drive, Suite 550, Charlotte, NC 28210) d. Brandy S. Harrison (307 Forest Creek Drive, Fayetteville, NC 28303-5492) - Any and all ownership interest of Brandy S. Harrison as Tenant by the Entirety e. The Debtor (307 Forest Creek Drive, Fayetteville, NC 28303-5492) - Any and all ownership interest of the Debtor as Tenant by the Entirety The exemption of the property by the Debtor is subject to an objection filed by the Vivature Creditors on Feb. 20, 2020 and the purchase of the property will be the subject of a fraudulent transfer complaint to be filed by trustee in the near future. Christopher S. Harrison sought Chapter 11 protection (Bankr. E.D.N.C. Case No. 19-05730) on Dec. 13, 2019. The Debtor tapped William P. Janvier, Esq., at Janvier Law Firm, PLLC, as counsel. CIELO VISTA HOSPITALITY: Seeks to Hire Allison Law as Attorney -------------------------------------------------------------- Cielo Vista Hospitality, LLC, seeks authority from the US Bankruptcy Court for the District of New Mexico to hire The Allison Law Firm as an additional attorney. The Allison Law Firm has represented the Debtor prior to the filing of the bankruptcy petition, and its familiarity with previous negotiations and facts in the case will be useful in the reorganization effort. Allison Law will charge $300 per hour plus costs and gross receipts tax for its services. The Allison Law Firm represents no interest adverse to the Debtor in Possession, creditors or the bankruptcy estate, according to court filings. The firm can be reached through: Michael B. Allison, Esq. The Allison Law Firm PO Box 25344 Albuquerque, NM 87125 Phone: +1 505-842-0888 About Cielo Vista Hospitality, LLC Cielo Vista Hospitality, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.M. Case No. 20-10877) on April 29, 2020, listing under $1 million in both assets and liabilities. Michael K. Daniels, Esq. represents the Debtor as counsel. CLYDE J. SUTTON, JR: $120K Cash Sale of Lewisburg Property Approved ------------------------------------------------------------------- Judge Nicholas W. Whittenburg of the U.S. Bankruptcy Court for the Eastern District of Tennessee authorized Clyde James Sutton, Jr. and Alice Carolyn Sutton to sell their real property located at 1041 Finley Beech Road, Lewisburg, Tennessee to Thomas Cody Bennett and Rachel Bennett for $120,000, cash at closing, pursuant to their Purchase Agreement, dated July 7, 2020. The closing agent is authorized to distribute funds to satisfy any and all taxes payable to Marshall County, to pay the Sellers' applicable closing and recording costs, to pay Purchasers’ real estate commission, and to pay the remainder of the funds to Heritage South Community Credit Union. Clyde James Sutton, Jr. and Alice Carolyn Sutton sought Chapter 11 protection (Bankr. E.D. Tenn. Case No. 20-10332) on Jan. 28, 2020. The Debtors tapped Paul Jennings, Esq., as counsel. CMS ENERGY: Fitch Affirms BB+ LongTerm Issuer Default Rating ------------------------------------------------------------ Fitch Ratings has affirmed CMS Energy Corporation's Long-Term Issuer Default Rating (IDR) at 'BBB' and its regulated electric and natural gas utility subsidiary, Consumers Energy Company's Long-Term IDR at 'A-'. The Rating Outlook on each entity's Long-Term IDR is Stable. In addition, Fitch has affirmed the Short-Term IDR on each entity at 'F2'. RATING ACTIONS CMS Energy Corporation LT IDR; BBB Affirmed; previously BBB ST IDR; F2 Affirmed; previously F2 senior unsecured; LT BBB Affirmed; previously BBB junior subordinated; LT BB+ Affirmed; previously BB+ Consumers Energy Company LT IDR; A- Affirmed; previously A- ST IDR; F2 Affirmed; previously F2 senior secured; LT A+ Affirmed; previously A+ senior unsecured; LT A Affirmed; previously A preferred; LT BBB+ Affirmed; previously BBB+ senior unsecured; ST F2 Affirmed; previously F2 KEY RATING DRIVERS CMS Energy Ownership of Consumers Energy: CMS Energy's ratings benefit from the company's ownership of Consumers Energy, a regulated utility that accounts for more than 95% of consolidated EBITDA. Consumers Energy's low-risk integrated electric and natural gas distribution operations bolster credit quality. Fitch expects Consumers Energy to remain CMS Energy's lone core business and primary driver of consolidated growth over the long term, further strengthening CMS Energy's consolidated earnings mix. Parent-Level Debt: Approximately one-quarter of consolidated adjusted long-term debt (excluding debt at CMS Energy's bank subsidiary EnerBank USA and securitization debt at Consumers Energy) is parent-level debt, which significantly increases consolidated leverage. Fitch does not currently expect the coronavirus pandemic to have a material impact on CMS Energy's credit quality. FFO leverage is expected to be higher in 2020 due to $531 million of one-time pension contributions, but then return within the rating sensitivity threshold for the current ratings by 2021. Fitch forecasts FFO leverage to average around 5.0x and total debt with equity credit/operating EBITDA at 5.0x-5.2x through 2023. Parent/Subsidiary Linkage: Fitch uses a bottom-up approach in determining the ratings on CMS Energy and Consumers Energy. The linkage follows a weak parent/strong subsidiary approach. Fitch considers Consumers Energy to be stronger than CMS Energy due to the utility's low-risk regulated operations, Michigan's constructive regulatory environment and CMS Energy's large amount of parent-level debt. There is moderate linkage between the Long-Term IDRs of CMS Energy and Consumers Energy, created by the absence of guarantees and cross defaults and the utility's good access to debt capital markets. However, the utility's lack of strong ring-fencing provisions and CMS Energy's reliance on Consumers Energy as its predominant generator of cash flow would suggest closer linkage. Fitch caps at two notches the difference between the Long-Term IDRs of CMS Energy and Consumers Energy. Consumers Energy Constructive Regulatory Environment: Consumers Energy operates within a constructive regulatory environment overseen by the Michigan Public Service Commission (MPSC). Supportive state legislation and MPSC policies mitigate regulatory lag through the use of a forward test year, a 10-month review period for general rate cases (GRCs) and power supply and gas cost recovery mechanisms. Consumers Energy's natural gas utility business also benefits from partial revenue decoupling, which annually reconciles Consumers Energy's actual weather-normalized, non-fuel revenues with the revenues approved by the MPSC. 2020 Electric GRC: In July 2020, Consumers Energy revised its electric rate filing with the MPSC, asking for a $229.7 million annual rate increase based on a 10.5% authorized ROE. The filing seeks approval to recover $13 million associated with Consumers Energy's deferral of depreciation and property tax expense and the overall rate of return on distribution-related capex exceeding certain amounts. The filing also seeks approval of a method of recovering amounts earned under the financial compensation mechanism approved by the MPSC in Consumers Energy's IRP. This mechanism allows Consumers Energy to earn a financial incentive on power purchase agreements approved by the MPSC after Jan. 1, 2019. In addition, Consumers Energy proposes a new distributed generation tariff to replace the current net metering tariff, pursuant to the 2016 Energy Law. The MPSC is expected to provide a ruling on this GRC by December 2020. Fitch considers the outcome of Consumers Energy's last electric GRC to be balanced, incorporating the offsetting credit to customers from the federal Tax Cuts and Jobs Act (TCJA) of 2017. The MPSC approved the settlement agreement in January 2019 authorizing an annual rate net decrease of $24 million, based on a 10.0% authorized ROE. The rate decrease consisted of an $89 million rate increase, which was more than offset by the $113 million TCJA credit. The settlement agreement also provides for deferred accounting treatment for distribution-related capital investments exceeding certain amounts. 2019 Natural Gas GRC: Fitch considers the outcome of Consumers Energy's 2019 natural gas GRC to be balanced, resulting in a $144 million increase in base rates effective Oct. 1, 2020. The settlement agreement includes a 9.9% authorized ROE and continued use of partial revenue decoupling for Consumers Energy's natural gas utility operations. Large Capex Plan: Consumers Energy has a large capex plan totaling $12.2 billion over 2020-2024. Roughly 45% of this capex is for electric utility operations, including existing generation, 14% for new renewable generation and 41% for natural gas utility operations. Concerns regarding the large capex plan are mitigated by the MPSC's constructive ratemaking policies, including use of a forward test year, which allows for timely recovery of capex. In addition, O&M cost reductions and parent CMS Energy Corporation's (BBB/Stable) net operating loss carryforwards (NOLs) provide cash savings that will be used to help fund growth capex. Solid Financial Profile: Consumers Energy has a solid financial profile. Fitch does not currently expect the coronavirus pandemic to have a material impact on Consumers Energy's credit quality. FFO leverage is expected to be higher in 2020 due to $518 million of one-time pension contributions, but then return within the rating sensitivity threshold for the current ratings by 2021. Fitch forecasts FFO leverage to average around 3.8x and total debt with equity credit/operating EBITDA around 3.8x through 2023. O&M Reductions and NOLs: Management's focus on O&M cost reductions supports Consumers Energy's solid financial profile, reducing the negative near-term financial impact from the utility's large capex plan. In addition, the cash flow benefit from CMS Energy's NOLs enables the utility to invest more internal capital into improving the reliability of its service while minimizing the need for external sources of capital. Fitch expects ongoing O&M cost reductions to average 2% per year. DERIVATION SUMMARY The credit profile of CMS Energy is appropriately positioned relative to its peer utility holding companies, DTE Energy Company (BBB/Stable), Xcel Energy Inc. (BBB+/Stable) and WEC Energy Group, Inc. (BBB+/Stable). CMS Energy's lower rating than Xcel and WEC is partly driven by a greater proportion of parent-level debt at CMS Energy that results in higher consolidated leverage metrics. CMS Energy's FFO leverage is expected to average around 5.0x through 2023, compared with 4.7x-5.2x for DTE and 4.7x-4.9x for Xcel. CMS Energy, DTE, Xcel and WEC are parent holding companies with integrated electric and natural gas distribution utility subsidiaries rated in the 'BBB' to 'A' range. A constructive regulatory environment in Michigan drives the strong business risk profile of CMS Energy, which Fitch views as comparable with the operations of its peers in Michigan, Wisconsin and Minnesota. Xcel and WEC benefit from their multistate operations that add geographic and regulatory diversification. Fitch views DTE's business risk profile as slightly weaker because of its investments in nonregulated midstream operations. The credit profile of Consumers Energy is well positioned compared with that of peers DTE Electric Company (A-/Stable) and DTE Gas Company (BBB+/Stable) and comparable to that of Northern States Power Company-Minnesota (A-/Stable) and Northern States Power Company-Wisconsin (A-/Stable). Fitch considers the regulatory environment in Michigan, Minnesota and Wisconsin to be constructive. Financial metrics are similar for Consumers Energy and its peers. Fitch forecasts FFO leverage to average around 3.8x through 2022 at Consumers Energy, 3.5x-3.9x at NSP-Minnesota and 3.6x-3.9x at NSP-Wisconsin. DTE Energy Company's (BBB/Stable) greater appetite for nonregulated midstream operations restricts the Long-Term IDR of DTE Electric to two notches above that of DTE. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer Include: -- Periodic GRC filings to recover Consumers Energy's investment in rate base and associated costs; -- O&M cost reductions averaging 2% per year; -- Flat annual electric sales growth; -- Annual natural gas sales growth averaging 0.0%-0.5%; -- Total utility capex of $12.2 billion over 2020-2024; -- Earnings per share growth of 6%-8% per year; -- Normal weather. RATING SENSITIVITIES CMS Energy: Factors that could, individually or collectively, lead to a positive rating action/upgrade: -- FFO leverage expected to be less than 4.8x on a sustained basis. Factors that could, individually or collectively, lead to a negative rating action/downgrade: -- FFO leverage expected to exceed 5.4x on a sustained basis. Consumers Energy: Factors that could, individually or collectively, lead to a positive rating action/upgrade: -- FFO leverage expected to be less than 3.6x on a sustained basis; -- A positive rating action on Consumers Energy would also require an equally positive rating action on its parent, CMS Energy. Fitch's parent/subsidiary linkage results in a maximum two-notch difference between the Long-Term IDRs of CMS Energy and Consumers Energy. Factors that could, individually or collectively, lead to a negative rating action/downgrade: -- FFO leverage expected to exceed 4.5x on a sustained basis; -- A material deterioration of the Michigan regulatory environment that results in less-timely cost recovery or significantly weaker financial metrics; -- A downgrade to CMS Energy's Long-Term IDR. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch considers liquidity for CMS Energy and Consumers Energy to be adequate. CMS Energy has a $550 million unsecured revolving credit facility (RCF) that will mature June 5, 2023. As of June 30, 2020, CMS Energy had $5 million of LCs outstanding and no borrowings outstanding, leaving $545 million of availability under its RCF. Consumers Energy primarily meets its short-term liquidity needs through the issuance of CP under its $500 million CP program, which is supported by its $850 million RCF. Consumers Energy's RCF will mature June 5, 2023 and is secured by the utility's first mortgage bonds (FMBs). Although the amount of outstanding CP does not reduce the RCF's available capacity, Consumers Energy states it would not issue CP in an amount exceeding the available RCF capacity. Consumers Energy had no CP borrowings and $7 million of LCs outstanding as of June 30, 2020, leaving $843 million of unused availability under its RCF. Consumers Energy has a separate $250 million RCF that matures Nov. 19, 2021. This RCF had no borrowings and $1 million of LCs outstanding at June 30, 2020, leaving $249 million of availability. Consumers Energy also has a fully used $30 million LC facility that will mature April18, 2022. Both facilities are secured by the utility's FMBs. CMS Energy's operations require modest cash on hand. The company had $1,587 million of unrestricted cash and cash equivalents at June 30, 2020, $1,215 million of which was at Consumers Energy. CMS Energy and Consumers Energy have manageable long-term debt maturity schedules over the next five years. At the parent level, CMS Energy has $300 million of 5.05% senior unsecured notes due March 15, 2022 and $250 million of 3.875% senior unsecured notes due March 1, 2024. CMS Energy also has a $300 million 364-day term loan that matures February 2021. The utility has $325 million of 3.375% FMBs due Aug. 15, 2023; $250 million of 3.125% FMBs due Aug. 31, 2024 and $51.5 million of 3.19% FMBs due Dec. 15, 2024. Consumers Energy also has a $300 million 364-day term loan that matures January 2021. SUMMARY OF FINANCIAL ADJUSTMENTS Financial statement adjustments that depart materially from those contained in the published financial statements of CMS Energy and Consumers Energy are disclosed: -- CMS Energy's junior subordinated notes are given 50% equity credit; -- Consumers Energy's preferred stock is given 50% equity credit; -- Consumers Energy's securitization debt is removed from all financial metric calculations. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS The highest level of ESG credit relevance, if present, is a score of 3. This means ESG issues are credit-neutral or have only a minimal credit impact on the entities, either due to their nature or to the way in which they are being managed by the entities. COMPASS GROUP: S&P Affirms 'B+' Long-Term ICR, Outlook Negative --------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' long-term issuer credit rating on Compass Group Diversified Holdings LLC (CODI). The outlook remains negative. S&P also affirmed its 'BB' rating on its senior secured revolver and its 'B' senior unsecured issue rating. The recovery rating on the senior secured revolver remains '1', indicating its expectation for very high (90%-100%) recovery in the event of a default, and the recovery rating on the senior unsecured notes remains '5', indicating its expectation for modest (10%-30%) recovery. The ratings affirmation follows CODI's announcement of its acquisition of BOA Technology Inc., a producer of proprietary fastener technology for premium brand outdoor and athletic wear. The $300 million drawdown to fund the acquisition of BOA will result in a loan-to-value ratio (LTV) of approximately 45% (S&P's downside threshold for the rating), an increase from about 40%. "We believe that the company may continue to make small, bolt-on acquisitions, particularly in an environment where potential acquisitions may have attractive valuations. We consider further large, debt-funded platform acquisitions as unlikely and, therefore, do not expect any further increases in debt in our leverage forecasts for the next 12 months," S&P said. "We expect portfolio companies' earnings to improve from the first half of 2020 and BOA to be accretive to portfolio value, resulting in a projected gradual decline in LTV over the next 12 months," the rating agency said. CODI's cash flow adequacy would be affected if a portfolio company were unable to make interest payments on its intercompany loans. CODI's cash flow adequacy ratio is somewhat low, around 0.7x-1.0x. Disruption of interest payments may constrain CODI's ability to cover operating expenses and pay dividends to shareholders without borrowing on its revolver. "CODI pays out about $111 million in dividends to its investors annually, which we view as sizable. The company may be reluctant to cut its dividend in a period of stress, which could reduce its liquidity cushion. The company's liquidity remains adequate in our base-case scenario, though diminished following the $300 million drawdown," S&P said. CODI's portfolio companies are somewhat vulnerable amid current market conditions. The majority of CODI's portfolio is likely to have weak performance in 2020 given the impact of COVID-19. In particular, the company's niche industrial businesses remain pressured, although a couple of its consumer product businesses have seen an increase in earnings this year. If the markets in which the portfolio companies operate were to become more volatile, that would pressure LTV and cash flow adequacy. CODI has limited near-term debt maturities and $300 million available on its $600 million revolver. "We believe that sources of liquidity will exceed uses by more than 1.2x over the next 12 months. We also believe that sources would continue to exceed uses even if EBITDA were to decline by 15%. Our assessment of liquidity is constrained, in part, by our view that CODI would not be able to absorb high-impact, low-probability events without refinancing," S&P said. Principal liquidity sources -- $300 million available on revolving credit facility due 2023 ($600 million commitment) -- Interest income on intercompany loans of $75 million to $85 million Principal liquidity uses -- Annual interest expense around $50 million to $60 million -- Annual operating expenses around $40 million to $50 million -- About $110 million to $115 million in annual common and preferred dividends The negative outlook reflects S&P's expectation that CODI will operate with LTV near the rating agency's 45% downside threshold over the next 12 months, and cash flow adequacy between 0.7x and 1.0x. "We could lower the rating in the next 12 months if we believe LTV will remain above 45% due to an increase in total debt or sustained underperformance of the portfolio companies, or if cash flow adequacy deteriorates below 0.7x due to an increase in expenses or lower-than-expected interest income from the portfolio companies," S&P said. "We could revise the outlook to stable if the company maintains an LTV between 30% and 45% in less uncertain economic conditions and cash flow adequacy remains above 0.7x on a sustained basis," the rating agency said. CORNERSTONE PAVERS: Unsecureds Owed Less than $1K to Recover 67% ---------------------------------------------------------------- Debtors Cornerstone Pavers, LLC, Burlington Pavers Leasing, LLC, and Cornerstone USA, LLC filed with the U.S. Bankruptcy Court for the Eastern District of Wisconsin a Joint Disclosure Statement dated August 7, 2020. Class 10 Allowed Unsecured Claims of $1,000 or less (Convenience Class). Allowed Unsecured Claims of $1,000 or less, or Unsecured Creditors in Classes 11A through 11B that elect to reduce their Allowed Claims to $1,000 on the Ballot shall be paid a one-time amount of 67% of their Allowed Claims in full satisfaction of them. Class 11 Allowed Unsecured Claims of more than $1,000. Unless a Creditor votes to accept the Plan and reduce its allowed claim to $1,000 and be paid in the Convenience Class, the Allowed Unsecured Claims in Class 11 will be paid up to 100% of the amounts of their allowed claims without interest and be fully satisfied as follows (i) a share in the Litigation Proceeds and (ii) will share in the Reorganized Debtors’ Distributable Cash. Class 12 Allowed Unsecured Claims of Insiders. Insiders will retain their Allowed Claims. They will not be paid on them until all obligations of the Plan have been satisfied or as necessary to fund obligations under the Plan to other Creditors. Class 13 consists of Allowed Equity Interests in a Debtor. They shall retain their interests. The cash to fund the Plan will come from the Debtors' business operations. A full-text copy of the joint disclosure statement dated August 7, 2020, is available at https://tinyurl.com/yxuo8dv6 from PacerMonitor.com at no charge. The Debtors are represented by: Kerkman & Dunn 839 N. Jefferson St., Suite 400 Phone: 414.277.8200 Facsimile: 414.277.0100 Email: jkerkman@kerkmandunn.com About Cornerstone Pavers Cornerstone Pavers, LLC --https://www.cornerstonepaversusa.com/ --is a heavy and highway concrete paving company that has performed a wide variety of concrete paving, patching, grading, sidewalk and curb & gutter work as a prime contractor and as a subcontractor since its incorporation in 2005. Cornerstone Pavers filed a Chapter 11 petition (Bankr. E.D. Wis. Case No. 20-20882) on Feb, 4, 2020. On the Petition Date, the Debtor was estimated to have between $1 million and $10 million in both assets and liabilities. The petition was signed by Christopher C. Cape, manager. Judge Katherine M. Perhach oversees the case. Kerkman & Dunn is the Debtor's counsel. CROSSPLEX VILLAGE: Hires Christian & Small as Special Counsel ------------------------------------------------------------- Crossplex Village Qalicb, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Christian & Small, LLP, as special counsel to the Debtor. Crossplex Village requires Christian & Small to perform the legal services that will be necessary for the prosecution of certain of the Debtor's claims and defenses with regard to JohnsonKreis Construction Company, Inc., a creditor in this bankruptcy case. Christian & Small will be paid at these hourly rates: Senior Partners $450 Partners $400 Associates $325 Paralegals $150 Christian & Small will also be reimbursed for reasonable out-of-pocket expenses incurred. Bill D. Bensinger, a partner of Christian & Small, 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. Christian & Small can be reached at: Bill D. Bensinger, Esq. CHRISTIAN & SMALL LLP 505 North 20th Street Suite 1800 Financial Center Birmingham, Alabama 35203 Tel: (205) 795-6588 Fax: (205) 328-7234 About Crossplex Village Qalicb CrossPlex Village QALICB, LLC, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 20-02586) on Aug. 10, 2020. 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 has tapped Helmsing, Leach, Herlong, Newman & Rouse, P.C., as its legal counsel. DEGROFF RX: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: DeGroff RX, LLC DBA Beach Pharmacy 543 West Main Street New Britain, CT 06053 Business Description: DeGroff RX, LLC is a long term care pharmacy in New Britain, Connecticut. Chapter 11 Petition Date: September 28, 2020 Court: United States Bankruptcy Court District of Connecticut Case No.: 20-21162 Judge: Hon. James J. Tancredi Debtor's Counsel: James G. Verrillo, Esq. ZEIDES, NEEDLE & COOPER, P.C. 1000 Lafayette Blvd. P.O. Box 1740 Bridgeport, CT 06601-1740 Tel: 203-333-9441 Email: jverrillo@znclaw.com Total Assets: $443,999 Total Liabilities: $6,483,521 The petition was signed by Todd DeGroff, member. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/AY5HDHQ/DeGroff_RX_LLC__ctbke-20-21162__0001.0.pdf?mcid=tGE4TAMA DESIGN REFRIGERATION: Files Modification to Disclosure Statement ---------------------------------------------------------------- Design Refrigeration and Air Conditioning Company filed a First Modification to its Disclosure Statement: 1. Disclosure Statement: Page 22, Paragraph C – Treatment of Executory Contracts and Unexpired Leases; and Plan of Reorganization, Page 19, Article V – Assumption or Rejection of Executory Contracts and Unexpired Lease are each modified to add the following language: 5. UnitedHealthcare of Florida, Inc.: The Group Policy by and between UnitedHealthcare of Florida, Inc. and the Debtor bearing policy number 04P9245 with an effective date of January 1, 2019 (the "United Florida Policy"). 6. Neighborhood Health Partnership, Inc.: The Group Service Agreement by and between Neighborhood Health Partnership, Inc. and the Debtor bearing policy number 05W5449 with an effective date of January 1, 2019 (the "First NHP Policy"). 7. Neighborhood Health Partnership, Inc.: The Group Service Agreement by and between Neighborhood Health Partnership, Inc. and the Debtor bearing policy number 05W5451 with an effective date of January 1, 2019 (the "Second NHP Policy" collectively with the United Florida Policy and the First NHP Policy, the "Policies"). Regarding paragraph 5, 6, and 7 above, to the extent that there are any outstanding amounts due and owing under the Policies, said sums shall be cured by payment in full on the earlier of the following dates: (i) the expiration of the grace period for that month’s premium in accordance with the Policies’ terms; or (ii) the Effective Date. 2. Disclosure Statement: Page 25, Paragraph G – Reservation of Rights is changed to remove the paragraph in its entirety and replace it with the following: G. Final Decree Once the estate has been fully administered, as referred to in Bankruptcy Rule 3022, the Debtor or such other party as the Court shall designate in the Plan Confirmation Order, shall file a motion with the Court to obtain a final decree to close the case. Attorney for the Debtor: Chad Van Horn, Esq. VAN HORN LAW GROUP, P.A. 330 N Andrews Ave., Suite 450 Fort Lauderdale, FL 33301 Telephone: (954) 765-3166 Facsimile: (954) 756-7103 E-mail: Chad@cvhlawgroup.com About Design Refrigeration and Air Conditioning Company Design Refrigeration and Air Conditioning Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-23643) on Oct. 11, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of less than $500,000. Judge John K. Olson oversees the case. Van Horn Law Group, P.A., is the Debtor's legal counsel. DIAMONDBACK INDUSTRIES: The Drurys Object to Amended Disclosures ---------------------------------------------------------------- Derrek and Laura Drury object to the First Amended Disclosure Statement to Joint Chapter 11 Plan of Reorganization filed by Diamondback Industries, Inc., and its affiliated debtors. The Drurys and affiliated entities, have existing obligations that must be timely paid. The language in the current Plan and Disclosure Statement may be construed as not allowing for the payment of those obligations. The Drurys ask that additional language be placed in the Disclosure Statement and Plan to address the need to satisfy existing obligations. Derrek and Laura Drury recognize the criticism directed at Derrek Drury in matter. To address the concern, the Drurys authorized and directed the Debtors to remove Derrek Drury from decision making authority in connection with this bankruptcy process. The Drurys strongly disagree with the findings and conclusions of the Waco Federal District Court. Despite that disagreement, the Drurys recognize that the Debtors have an obligation to protect creditors and to investigate and seek recovery from the Drurys. The Drurys were not afforded an opportunity to review the terms of the Disclosure Statement or Plan, or the prior versions of those documents, before any of those documents were filed with this Court. A full-text copy of the Drurys' objection dated August 11, 2020, is available at https://tinyurl.com/y2fgoakp from PacerMonitor at no charge. Counsel for the Drurys: Mark J. Petrocchi GRIFFITH, JAY & MICHEL, LLP 2200 Forest Park Blvd. Fort Worth, TX 76110 Tel: (817) 926-2500 Fax: (817) 926-2505 E-mail: mpetrocchi@lawgjm.com About Diamondback Industries Diamondback Industries is an ISO 9001 registered company that manufactures tools and ballistics equipment including eliminators, igniters, and power charges. For more information, visit https://diamondbackindustries.com/ On April 21, 2020, Diamondback Industries and its affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 20-41504). The petitions were signed by Benton Cantey, president. Judge Edward L. Morris presides over the cases. Diamondback was estimated to have $10 million in assets and $10 million to $50 million in liabilities. The Debtors tapped Foley & Lardner LLP as their bankruptcy counsel, Whitaker Chalk Swindle & Schwartz PLLC and Scheef & Stone LLP as special counsel, and CR3 Partners, LLC as financial advisor. Stretto is the claims agent, maintaining the page https://cases.stretto.com/diamondback/ The Debtors filed their joint Chapter 11 plan of reorganization and disclosure statement on June 23, 2020. DIFFUSION PHARMACEUTICALS: Appoints General Counsel & Secretary --------------------------------------------------------------- William Elder, J.D., has been appointed as Diffusion Pharmaceuticals Inc.'s general counsel and corporate secretary, effective immediately. He will report to Robert Cobuzzi, Ph.D., chief executive officer of Diffusion. As general counsel, Mr. Elder is responsible for overseeing all legal functions, in particular corporate governance, securities and compliance and commercial transactions. "We are delighted to have Bill join the Diffusion team," said Dr. Cobuzzi. "He has had a long and productive association with the company, and we look forward to benefiting from Mr. Elder's legal advice and support as we develop our lead product candidate, trans sodium crocetinate ("TSC"), and grow our business." Since 2019, Mr. Elder has served as president and chief executive officer for BillyVonElds, LLC, a season-long and daily fantasy sports company, where he managed all corporate, legal and operational aspects of the business. From 2011 to 2019, Mr. Elder was a corporate and securities associate in the Philadelphia office of the international law firm Dechert LLP. While at Dechert, Mr. Elder's practice focused primarily on counseling public companies on securities laws and regulatory requirements, corporate governance matters and financial transactions. He received his Juris Doctorate from the University of Pennsylvania Law School, where he was an editor of the Journal of Business Law. He received an M.S. in finance from Villanova University and a B.A. in economics from Tufts University. "I believe Diffusion is poised to make an important difference in treating hypoxia and related medical conditions. I am thrilled to join the Diffusion team and look forward to playing a part in the Company's future, as we work to establish TSC as an important compound for better outcomes for patients afflicted with COVID-19 and, in time, other hypoxic conditions," said Mr. Elder. Inducement Grant under NASDAQ Listing Rule 5635(c)(4) In connection with Mr. Elder's new employment, the Compensation Committee of Diffusion's Board of Directors has approved the grant of non-qualified stock options to Mr. Elder, who will receive options to purchase 70,000 shares of Diffusion's common stock. The grant was made on Sept. 22, 2020 and the exercise price per share for such stock options is $0.82, the closing price of Diffusion's common stock on such date, as reported by NASDAQ. The grant was made as an inducement material to Mr. Elder's acceptance of employment with Diffusion, in accordance with NASDAQ Listing Rule 5635(c)(4). The options have a 10-year term and will vest on a monthly basis over the 36 months after the date of grant, subject to Mr. Elder's continuous employment with Diffusion through each applicable vesting date. In addition, the options are subject to acceleration or forfeiture upon the occurrence of certain events as set forth in Mr. Elder's option and employment agreements. About Diffusion Pharmaceuticals Diffusion Pharmaceuticals Inc. is an innovative biotechnology company developing new treatments that improve the body's ability to bring oxygen to the areas where it is needed most, offering new hope for the treatment of life-threatening medical conditions. Diffusion's lead drug TSC was originally developed in conjunction with the Office of Naval Research, which was seeking a way to treat hemorrhagic shock caused by massive blood loss on the battlefield. Diffusion reported a net loss of $11.80 million for the year ended Dec. 31, 2019, compared to a net loss of $18.37 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $24.11 million in total assets, $3.97 million in total liabilities, and $20.13 million in total stockholders' equity. KPMG LLP, in McLean, Virginia, the Company's auditor since 2015, issued a "going concern" qualification in its report dated March 17, 2020 citing that the Company has suffered recurring losses from operations, has limited resources available to fund current research and development activities, and will require substantial additional financing to continue to fund its research and development activities that raise substantial doubt about its ability to continue as a going concern. DIOCESE OF SYRACUSE: Hires Mackenzie Hughes as Litigation 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 Mackenzie Hughes, LLP, as its special litigation counsel. The Debtor expects Mackenzie to: (a) coordinate the defense of Child Victims Act (CVA) Claims; (b) assist the Diocese in responding to the AG Subpoena; (c) provide legal representation to the Diocese with respect to potential litigation matters such as newly reported claims of abuse by, inter alia, provide legal advice to the Diocese as to its responses to newly reported claims and victim-survivors; interact with victim-survivors' attorneys, the appropriate district attorney's offices, and attorneys representing accused clergy; and provide legal assistance as requested by the Diocese regarding its investigation of claims and provide additional legal assistance as required by the Independent Review Board or the Bishop; (d) provide occasional related legal assistance as required by the Diocese to respond to inquiries received by the Diocese from representatives of the government, the media, or the faithful; (e) represent the Diocese in other non-CVA Claim litigation matters (such as alleged general negligence claims arising out of slip and fall and motor vehicle accidents); and (f) represent and advise the Diocese in its general operations, including (but not limited to) matters of corporate governance, insurance, taxation, real estate, and employment law. Mackenzie has indicated its willingness to act as special counsel on the Diocese's behalf and to be compensated in accordance with the Bankruptcy Code, the Bankruptcy Rules and applicable orders of this Court entered in the Chapter 11 Case. Mackenzie does not represent any interest adverse to the Diocese in accordance with 11 U.S.C. Sec. 327(e), according to court filings. The firm can be reached through: Stephen T. Helmer, Esq. Mackenzie Hughes LLP 440 S Warren St, Mackenzie Hughes Tower Syracuse, NY 13202 Phone: +1 315-474-7571 Email: shelmer@mackenziehughes.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. DMT SOLUTIONS: S&P Alters Outlook to Stable, Affirms 'B-' ICR ------------------------------------------------------------- S&P Global Ratings revised its ratings outlook to stable from negative and affirmed its 'B-' issuer-credit rating on mail inserting, sorting, and printing equipment and services provider DMT Solutions Global Corp. (DMT). S&P has also revised its liquidity assessment for DMT to adequate from less than adequate. The outlook revision and ratings affirmation reflects DMT's improved liquidity position and higher cash flow generation. The stable outlook reflects S&P's expectation that DMT will continue to face a difficult operating environment resulting from the COVID-19 pandemic but it will effectively manage its costs to maintain low-double-digit EBITDA margin, lower its adjusted leverage toward the 5x area, and increase its FOCF to debt above 5% over the next 12 months. As of June 30, 2020, DMT had $39 million of available liquidity comprising $23 million in balance sheet cash and $15 million available under its asset-based lending (ABL) facility, a significant improvement over the $15 million of available liquidity as of December 2019 when S&P revised its ratings outlook to negative. Despite a challenging operating environment due to the pressure on revenues from the pandemic's fallout, particularly equipment sales revenues, the company was able to improve its liquidity position by pursuing operating cost cuts and effectively managing its working capital. S&P forecasts DMT to generate reported free operating cash flow (FOCF) between $35 million to $40 million in 2020 with working capital contributing approximately $15 million. S&P now expects this improved cash flow generation along with balance sheet cash and ABL availability to provide the company with sufficient resources to cover its cash outflows adequately over the next 12 months, including mandatory annual amortization of $12.5 million under its term loan facility. Stable service revenues and cost reduction initiatives largely offset COVID-19 impact on the company's EBITDA. Despite revenue declines caused by delays in equipment sales, the company's services revenues only declined modestly in the first half of 2020 providing revenue stability. Furthermore, the company expects some of the delayed equipment contracts from the first half to come to fruition in the second half of the year moderating full-year revenue impact from COVID-related repercussions. In addition, approximately $15 million of pro forma annual cost reductions in response to pandemic-related effects will largely offset EBITDA impact and support higher EBITDA margin and cash flow generation for DMT. S&P expects adjusted EBITDA margin to improve to 12% this year from 5.4% in 2019 and remain in the low double-digit percentage area in 2021. DMT is exposed to secular challenges facing its print-based products. Print-based communications face a secular decline as companies and individuals move away from print toward using digital media for communication. DMT benefits from long-term client relationships and annual servicing contracts with its clients, some of which are in the health care and financial services industries and have a regulatory need for some paper-based communication with their customers. Nevertheless, S&P expects the company will continue to experience low- to mid-single-digit revenue pressure annually due to the secular declines faced by the broader print industry. Indeed, the COVID-19 pandemic has exacerbated the shift toward digital for most industries and individuals. Although S&P expects DMT to maintain good client retention, the rating agency anticipates an ongoing drop in demand for its products as well as pricing pressure from clients as they look to manage their costs. The stable outlook reflects S&P's expectation that DMT will continue to face a difficult operating environment resulting from the COVID-19 pandemic but it will effectively manage its costs to maintain low-double-digit EBITDA margin, lower its adjusted leverage toward the 5x area, and increase its FOCF to debt above 5% over the next 12 months. S&P could lower the rating if: -- DMT faces greater-than-expected revenue declines due to secular declines affecting print-based products or significant sales delays and cancellations resulting from a subsequent wave of COVID-19. In such a scenario, S&P expects DMT would experience EBITDA declines, limited cash flows, and liquidity constraints. -- FOCF approaches breakeven levels or it faces liquidity challenges. An upgrade is unlikely over the next 12 months and would depend upon the company exhibiting: -- Sustained positive organic revenue growth and steady low-teens percentage area or improving EBITDA margin; and -- Adjusted leverage at or below the 5x area and FOCF to debt above 10%. DYCOM INDUSTRIES: Moody's Hikes CFR to Ba2, Outlook Stable ---------------------------------------------------------- Moody's Investors Service upgraded Dycom Industries, Inc.'s Corporate Family Rating to Ba2 from Ba3, its Probability of Default Rating to Ba2-PD from Ba3-PD, and its convertible unsecured notes rating to B1 from B2. Moody's changed the company's Speculative Grade Liquidity (SGL) rating to SGL-2 from SGL-3. The ratings outlook is stable. "The upgrade of Dycom's ratings reflects the recent free cash flow generation and debt paydown resulting in strengthened credit metrics which are expected to remain commensurate with the Ba2 corporate family rating." said Michael Corelli, Moody's Senior Vice President and lead analyst for Dycom Industries, Inc. Upgrades: Issuer: Dycom Industries, Inc. Corporate Family Rating, Upgraded to Ba2 from Ba3 Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Senior Unsecured Conv./Exch. Bond/Debenture, Upgraded to B1 (LGD6) from B2 (LGD5) Outlook Actions: Issuer: Dycom Industries, Inc. Outlook, Remains Stable RATINGS RATIONALE Dycom's Ba2 corporate family rating is supported by the positive outlook for capital spending in the telecom sector due to growing demand for greater bandwidth and the deployment of fiber to enable video offerings and increased data transmission speeds over networks. Dycom's rating also reflects its relatively low leverage and long-standing customer relationships with large telecommunication service companies, which is reflected in its sizeable order backlog and provides some revenue visibility for services under contract. Dycom's rating is constrained by its inconsistent free cash flow generation as well as its high customer concentration with its top four customers compromising 71% of total revenue for the quarter ended July 2020 and its dependence on the capital expenditure budgets of major telecommunications and cable television providers, which are subject to both seasonality and cyclicality. The rapid and widening spread of the coronavirus outbreak, deteriorating global economic outlook and asset price declines are creating a severe and extensive credit shock across many sectors, regions and markets. The combined credit effects of these developments are unprecedented. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. However, the impact on Dycom has been limited since its operations have been considered an essential service and its customers have benefited from some of the lifestyle changes associated with the virus such as people working from home, distance learning, telemedicine, increased video streaming and a focus on fiber deployment to rural areas. The company also continues to benefit from the rollout of fifth generation (5G) networks. However, some of the benefits on the residential side of Dycom's business have been tempered by weakness at small and midsize businesses. Dycom's revenues have declined by about a 5.0% during the first half of fiscal 2021 (ends January 2021) due to reduced project activity and the impact of COVID-19. However, it has benefitted from cost cutting measures including headcount reductions and efficiency improvement initiatives, which have led to expanding margins. As a result, its operating performance has only modestly weakened. Additionally, it will benefit from the winding down of a large low margin customer program in 2H21 and is expected to produce relatively flat full year operating results when compared to fiscal year 2020. Dycom has generated robust free cash flow in 1H21 due to its cost cutting initiatives, lower capital spending and working capital inflows resulting from accounts payable management and the unwinding of investments over the past two fiscal years to support revenue growth. Dycom used its free cash flow and $200 million of revolver borrowings to purchase $401.7 million aggregate principal amount of its 0.75% convertible notes due September 2021 for $371.4 million including interest and fees and reduced the principal amount outstanding to $58.3 million. Dycom's debt reduction initiatives have lowered its adjusted leverage ratio (debt/EBITDA) to about 2.7x and raised its interest coverage (EBITA/Interest) to around 2.8x. Moody's expects these credit metrics will continue to strengthen and become strong for the Ba2 corporate family rating, but Dycom's moderate scale and somewhat weak diversity limit its upside ratings potential. The speculative grade liquidity rating of SGL-2 reflects Dycom's good liquidity. The company had $23 million of cash and $550 million of availability under its $750 million revolving credit facility as of July 2020. Moody's anticipates positive free cash flow in 2H21 and expect the company to use the majority of this cash to pay down revolver borrowings and further strengthen its liquidity position. The stable ratings outlook reflects its expectation that Dycom's operating performance will be relatively stable and its credit metrics will continue to support the Ba2 rating. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to a downgrade include debt-financed acquisitions, excessive share repurchases, a decline in earnings, or the loss of projects from key customers. A deterioration in liquidity or the expectation that its leverage ratio would be sustained above 3.0x, or interest coverage below 2.5x could also result in a downgrade. Dycom's rating upside is limited by the company's moderate scale and limited end market and customer diversity. However, an upgrade could occur if the company increases its scale and diversity while maintaining a leverage ratio below 2.0x and interest coverage above 4.0x. The principal methodology used in these ratings was Construction Industry published in March 2017. Dycom Industries, Inc. (Dycom), located in Palm Beach Gardens, Florida, is a leading provider of specialty contracting services in North America. Dycom provides engineering, construction and maintenance services that assist telecommunication and cable television providers to expand and monitor their network infrastructure. To a lesser extent, Dycom provides underground locating services for telephone, cable, power, gas, water, and sewer utilities. Dycom generated contract revenues of $3.3 billion for the LTM period ended July 25, 2020 and had a backlog of $6.4 billion. EASTERN NIAGARA: $115K Sale of Lockport Property to Pendyala Okayed ------------------------------------------------------------------- Judge Carl L. Bucki of the U.S. Bankruptcy Court for the Western District of New York authorized Eastern Niagara Hospital, Inc.'s private sale of a small office building at 53 Elizabeth Drive, Lockport, New York to Prashant Pendyala, MD for $115,00. The sale is "where is, as is," without representation, warranty, statement or guaranty of any kind, whether express or implied. The Debtor and its respective officers, employees and agents are authorized and directed to take any and all actions necessary, appropriate or reasonably required by the Purchaser to perform, consummate, implement in closing the sale of Property as contemplated by the Agreement. The 14-day stay imposed by Bankruptcy Rule 6005(h) is waived. 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 Affirms Prelim 'BB-' Rating on New Term Loan B ------------------------------------------------------------- S&P Global Ratings affirmed its preliminary 'BB-' project finance issue-level rating on EFS Cogen Holdings I LLC's (EFS Cogen) proposed term loan B (TLB) and revolving credit facility (RCF) after the project upsized the TLB to $1.0 billion from $950 million. The preliminary '2' recovery rating was also affirmed. The outlook is stable. The 'BB-' rating on the existing TLB and RCF is unchanged, and S&P will withdraw it at the close of the proposed transaction, which is intended to repay that debt. The stable outlook reflects S&P's expectation that the project will continue to operate in line with its historical performance and generate strong debt service coverage ratios (DSCRs) through the TLB and RCF term (2020-2027). In the post-refinancing period (2027-2035), S&P expects EFS Cogen to generate DSCRs above 1.3x. The TLB add-on weakens minimum DSCR, but the project's credit fundamentals are broadly unchanged. EFS Cogen recently announced that it has upsized its proposed TLB issuance to $1.0 billion from $950 million. Apart from repayment of its existing TLB ($839 million), the proceeds of the offering will be used for general corporate purposes ($136 million), including a one-time distribution payment to equity holders, as well as for payment of transaction-related fees and expenses ($25 million). Although the incremental borrowing slightly weakens S&P's minimum forecast DSCR and project life coverage ratio (PLCR), S&P believes that the project's credit profile, and consequently the rating on the debt, is largely unchanged as a result of the add-on. Under its updated base case, S&P now forecasts a minimum DSCR of 1.31x (September 2028) and an average DSCR of 2.0x for EFS Cogen throughout its reliable asset life. "The stable outlook reflects our view that EFS Cogen will continue to operate in line with historical performance and generate strong DSCRs for the rating level through TLB maturity, as well as in the 2x range over the next two years," S&P said. S&P also expects that the minimum DSCR will remain above 1.3x in the post-refinancing period (2027-2035), in which the rating agency assumes a fully amortizing debt structure. "We could lower the rating if declining market prices or persistent operating difficulties, such as low availability factors or heat rate degradation, lead to minimum DSCRs below 1.3x on a sustained basis and heightened refinancing risk," S&P said. "We 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," the rating agency said. ENERGY ALLOYS: Hires Epiq as Claims and Noticing Agent ------------------------------------------------------ Energy Alloys Holdings, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Epiq Corporate Restructuring, LLC, as claims and noticing agent to the Debtors. Energy Alloys requires Epiq to: a. prepare and serve required notices and documents in the bankruptcy case in accordance with the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure in the form and manner directed by the Debtor and the Court, including (i) notice of the commencement of the case and the initial meeting of creditors under the Bankruptcy Code, (ii) notice of any claims bar date, (iii) notice of transfer of claims, (iv) notices of objections to claims and objections to transfers of claims, (v) notices of any hearings on a disclosure statement and confirmation of the Debtor's plan or plans of reorganization, including under Bankruptcy Rule 3017(d), (vi) notice of the effective date of any plan and (vii) all other notices, orders, pleadings, publications and other documents as the Debtor or Court may deem necessary or appropriate for an orderly administration of the case; b. maintain an official copy of the Debtor's schedules of assets and liabilities and statement of financial affairs, listing the Debtor's known creditors and the amounts owed thereto; c. maintain (i) a list of all potential creditors, equity holders and other parties-in-interest and (ii) a core mailing list consisting of all parties described in sections 2002(i), (j) and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; updated said lists and make said lists available upon request by a party-in-interest or the Clerk; d. furnish a notice to all potential creditors of the last date for the filing of proofs of claim and a form for the filing of a proof of claim, after such notice and form are approved by the bankruptcy Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information on a customized proof of claim form provided to potential creditors; e. maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; f. for all notices, motions, orders or other pleadings or documents served, prepare and file or caused to be filed with the Clerk an affidavit or certificate of service within seven (7) business days of service which includes (i) either a copy of the notice served or the docket number and title of the pleading served, (ii) a list of persons to whom it was mailed, in alphabetical order, with their addresses, (iii) the manner of service ,and (iv) the date served; g. process all proofs of claim received, including those received by the Clerk's Office, and check said processing for accuracy, and maintain the original proofs of claim in a secure area; h. provide an electronic interface for filing proofs of claim; i. maintain the official claims register for the Debtor on behalf of the Clerk; upon the Clerk's request, provide the Clerk with certified, duplicate unofficial Claims Register; and specify in the Claims Registers the following information for each claim docketed (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, (iv) the amount asserted, (v) the asserted classifications of the claim, (vi) the applicable Debtor, and (vii) any disposition of the claim; j. provide public access to the Claims Register, including complete proofs of claim with attachments, if any, without charge; k. implement necessary security measures to ensure the completeness and integrity of the Claims Registers and the safekeeping of the original claims; l. record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); m. relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of Epiq, not less than weekly; n. upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the claims register for the Clerk's review; o. monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and changes to the claims register; p. assist in the dissemination of information to the public and respond to requests for administrative information regarding the case as directed by the Debtor or the Court, including through the use of a case website and call center; q. if these Chapter 11 Cases are converted to cases under Chapter 7 of the Bankruptcy Code, contact the Clerk within 3 days of notice to Epiq of entry of the order converting the cases; r. thirty (30) days prior to the close of the bankruptcy case, request the Debtor submits to the Court a proposed Order dismissing Epiq and terminating the services of such agent upon completion of its duties and responsibilities and upon the closing of the bankruptcy case; s. within seven (7) days of notice to Epiq of entry of an order closing the Chapter 11 case, provide to the bankruptcy Court the final version of the claims register as of the date immediately before the close of the case; and u. at the close of these Chapter 11 Cases, box and transport all original documents, in proper format, as provided by the Clerk's office, to (i) the Philadelphia Federal Records Center, 14700 Townsend Road, Philadelphia, PA 19154-1096 or (ii) any other location requested by the Clerk's office. Epiq will be paid at these hourly rates: Executives No Charge Executive Vice President, Solicitation $215 Solicitation Consultant $195 Consultants/Directors/Vice Presidents $165-$195 Case Managers $85-$165 IT/Programming $65-$85 Clerical/Administrative Support $35-$55 Epiq will be paid a retainer in the amount of $15,000. Epiq will also be reimbursed for reasonable out-of-pocket expenses incurred. Tim Conklin , consultant of Epiq Corporate Restructuring, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Epiq can be reached at: Tim Conklin EPIQ CORPORATE RESTRUCTURING, LLC 777 Third Avenue, 12th Floor New York, NY 10017 Tel: (212) 225-9200 About Energy Alloys Holdings Founded in 1995, Energy Alloys Holdings LLC and its affiliates are privately-owned distributors and resellers of tube and bar products sold into the oil and gas industry for the exploration of hydrocarbons. Visit https://www.ealloys.com for more information. 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). Bryan Gaston, chief restructuring officer, signed the petitions. Judge Mary Walrath presides over the cases. The Debtors were estimated to have consolidated assets of $10 million to $50 million, and consolidated liabilities of $100 million to $500 million. The Debtors have tapped Richards, Layton & Finger, P.A., as bankruptcy counsel, Akin Gump Strauss Hauer & Feld LLP as corporate counsel, Moelis & Company as investment banker, and Epiq Corporate Restructuring LLC as claims and noticing agent. Ankura Consulting Group, LLC provides interim management services. EW SCRIPPS: Fitch Puts 'BB+' LongTerm IDR on Watch Negative ----------------------------------------------------------- Fitch Ratings has placed the The E.W. Scripps Company's (Scripps) 'B+' Long-Term Issuer Default Rating (IDR) and all of the issue level ratings on Rating Watch Negative following the company's planned acquisition of ION Media Inc. (ION). The Rating Watch is prompted by Scripps' announcement that it intends to acquire ION Media for $2.65 billion, reflecting a 8.2x purchase price multiple of last twelve months (LTM) EBITDA as of June 2020 and a 5.9x purchase price multiple including run-rate synergies. Scripps intends to fund the acquisition with a combination of $300 million in cash proceeds from recent asset sales, $600 million in preferred equity from Berkshire Hathaway and a $1.85 billion in secured and unsecured debt. The announced acquisition is subject to regulatory approval and Scripps has entered into a purchase agreement with a buyer to divest 23 stations to comply with existing national and in-market regulatory ownership rules. The transaction is anticipated to close in early 2021. Fitch's review will focus on the pro forma credit profile, key operating trends and credit metrics, and the final capital structure including Fitch's analysis of the terms of the preferred stock and its treatment for equity credit. Fitch recognizes the strategic merits of the acquisition including the expanded coverage of U.S. TV households, the increased scale (pro forma revenues of $2.5 billion and doubling of EBITDA), ION's more attractive revenue growth and margin profile (EBITDA margins roughly 58% for LTM June 2020), and the operational efficiencies to Scripps' National Media segment. Scripps has outlined $500 million in synergies that will be achieved over the next six years, stemming largely from the opportunity to shift carriage of the Katz digital networks over to the ION station portfolio. Scripps can also reduce ION's programming costs and cut duplicative corporate expenses. Fitch views the enhanced diversification as a credit positive particularly owing to the increasing challenges in the local broadcasting segment which continues to face headwinds from accelerated cord-cutting and the recent coronavirus-led economic downturn. Management anticipates net leverage will approximate 5.2x at acquisition closing. Fitch estimates that pro forma total leverage including the preferred equity is roughly 6.3x. KEY RATING DRIVERS ION Media Acquisition: Scripps announced on Sept. 23 that it entered into a definitive agreement to purchase ION Media, Inc. for $2.65 billion in cash. Fitch recognizes the positive attributes of the acquisition, including the addition of ION's national television household reach. ION owns 71 broadcast television stations in 62 designated market areas (DMAs) and reaches nearly 100 million households or 96% with its affiliates. The acquisition is transformative and pro forma Scripps will generate revenues and EBITDA of approximately $2.5 billion and $700 million, respectively. ION also presents a significant opportunity to achieve operational efficiencies for Scripps' National Media segment. The company has outlined roughly $500 million in synergies, which will be achieved over six years ($120 million on an annual run-rate basis). These operating savings include a meaningful reduction from carriage fees for the Scripps' Katz digital networks as distribution transitions over to the ION network portfolio over time. The transaction is subject to regulatory review and approval and Scripps has entered into a purchase agreement with a buyer to divest 23 of the ION stations to comply with the existing national ownership and in-market regulatory rules. Highly Levered: Scripps intends to fund the transaction with a mix of $300 million in cash generated from asset sale proceeds, $1.85 billion in incremental secured and unsecured debt and $600 million in preferred equity from Berkshire Hathaway. Previously Fitch anticipated the application of the asset sale proceeds from the podcasting business and WPIX toward debt reduction. Fitch expects the most recent acquisition to elevate total leverage over the near term. Management has estimated pro forma net leverage of 5.2x at acquisition close. Fitch's review will focus on an analysis of the final capital structure and a review of the terms of the preferred for potential equity treatment. Fitch estimates that total leverage including the preferred is closer to 6.3x. Improving Asset Portfolio: Fitch recognizes that ION improves Scripps' revenue and cash flow diversification and bolsters the company's National Media segment reach. Scripps remains acquisitive and has been on a trajectory to improve the quality of its asset portfolio over the last several years. Scripps on a standalone basis owns 59 television stations across 41 markets and is the fourth largest broadcaster in the U.S. Scripps has number one or number two ranked stations in approximately 38% of its markets. Scripps acquired station assets from Cordillera and Nexstar (regulatory solution to close the Tribune Media acquisition) in 2019. The legacy Cordillera stations are ranked number one in their markets, with the exception of one station that is ranked number two. While the legacy Nexstar stations increased Scripps' presence in political battleground states and larger markets, they consist mostly of CW affiliates. Weak, Albeit Improving, EBITDA Margins: Fitch expects that Scripps' Local Media EBITDA margins will continue to lag peers for the foreseeable future owing to the still-high concentration of lower-rated stations in Scripps television portfolio. Fitch sees drivers for Local Media margin improvement. The extended Comcast retransmission contract (commenced January 2020) and upcoming distributor negotiations (approximately 42% of subscribers in 2020 and 18% in 2021) will support meaningful retransmission growth. While some distributor contract negotiations have been more challenged recently owing to accelerated video subscriber losses, Fitch believes that coronavirus pandemic will strengthen the value of local news content over the near-term as it provides a necessary public service. Retransmission revenues approximated 37% of Local Media revenues in 2019, as compared with mid-40% for the television broadcast peer group on average. Scripps benefits from a high proportion of 'Big Four' affiliates in its station portfolio. Scripps has modest contract renewals with the networks in 2020 (just two ABC stations), with a more meaningful number of renewals in 2021 (22 stations) and 2022 (31). As such, Fitch expects net retransmission fees will also experience growth over the near-term. Scripps' National Media segment provides diversification away from the local television business, but also is generally less profitable. The podcasting divestiture will result in improved National Media segment profit as the segment was a drag on margins. The addition of ION will additionally positively benefit margins owing to ION's strong profitability profile. ION generated $558 million in revenues and $323 million in EBITDA for LTM June 2020 representing a roughly 58% margin. ION's margins have generally been in the low to mid 50% range over the last few years. Coronavirus Headwinds: Fitch expects the coronavirus pandemic and resulting ad recession to negatively affect Scripps' financial performance in 2020. However, Fitch believes that Scripps' Local Media business is better positioned for a pull-back in advertising spend owing to the significant amount of political advertising revenues forecast in 2020 with the anticipated contentious presidential election cycle. In addition, Scripps' retransmission revenues are poised for strong yoy growth stemming from the new Comcast retransmission contract which commenced on January 2020 (+$60 million in incremental annual retransmission revenues with step-ups) and other upcoming distributor retransmission negotiations. Local television and other news content providers provide a vital public service during the Coronavirus pandemic. Fitch expects television viewership trends will benefit as consumers increase usage of in-home entertainment. Scripps' National Media businesses experienced robust revenue growth and improving profitability in FY2019. Any pullback or weakening in the advertising environment may also affect these businesses including the Katz digital networks, but Fitch expects this will result in a less material impact to EBITDA given the relatively smaller contribution to overall profitability. Improving FCF: Fitch expects that Scripps will generate positive FCF even with a pullback in advertisers' marketing budget. Scripps and other local broadcasters benefit from having a more material cushion from retransmission and political advertising revenues than prior economic downturns. The addition of ION will further expand Scripps' FCF generation. Advertising Revenue Exposure: Advertising revenues accounted for roughly 55% of Scripps' Local Media revenues (two-year average, excluding political). Advertising revenues, especially those associated with TV, are becoming increasingly hyper cyclical and represent a significant risk to all TV broadcasters. Scripps' largest advertising categories include autos and other service categories. In an economic downturn some of these smaller advertisers may go out of business or not return. Fitch expects this poses a higher risk for television broadcasters given the preponderance of local advertising revenues. Viewer Fragmentation: Scripps continues to face the secular headwinds present in the TV broadcasting sector including declining audiences amid increasing programming choices, with further pressures from OTT internet-based television services. However, it is Fitch's expectation that local broadcasters, particularly those with higher-rated stations, will remain relevant and capture audiences that local, regional and national spot advertisers seek. Fitch also views positively the increasing inclusion of local broadcast content in OTT offerings. Growth in OTT subscribers will continue to provide incremental revenues and offset declines of traditional MVPD subscribers. DERIVATION SUMMARY Scripps' 'B+' IDR reflects its smaller scale and higher leverage relative to the larger and more diversified media peers, like ViacomCBS, Inc. (BBB/Stable) and Discovery Communications (BBB-/Stable). Fitch views the enhanced scale and diversification presented by the planned ION acquisition as a credit positive. Management estimates pro forma net leverage of 5.2x at acquisition close. Fitch expects pro forma total leverage could approximate roughly 6.3x including the preferred equity. Scripps has a similar leverage profile as Gray Television Inc. (BB-/Negative). However, Gray benefits from a local television station portfolio with stations ranked number one or number two in 92% of its markets and has significant exposure in political battleground geographies. Gray's EBITDA margins, in the high 30% range (two-year average), lead the peer group. By comparison, Fitch expects Scripps' EBITDA margins will remain in the low-to-mid 20% range (even-odd year average). KEY ASSUMPTIONS Local Media: - 2020 results reflect the acquisition of the Cordillera stations (closed May 2019) and Nexstar stations (closed September 2019). In addition, Scripps divests WPIX to Mission Broadcasting for $75 million; - Core advertising declines in mid-to high double digits in 2020, rebounding in 2021. Core advertising returns to flat to low single digit growth thereafter; - Political advertising revenues of roughly $220 million in 2020 with the strong presidential cycle; - Retransmission revenues of roughly $570 million in 2020, +30% year-over-year pro forma for Comcast contract (+60 million in incremental retransmission revenues). Scripps has a large number of subscribers up for renegotiation (approximately 42% in 2020 and approximately 18% in 2021). Retransmission revenue growth decelerates to the high single digits thereafter; - EBITDA margins are soft in 2020 owing to declining core advertising revenues and high degree of fixed costs. EBITDA also fluctuates reflecting even year political revenues and margins will improve on average due to the mix shift toward higher-margin retransmission revenues. National Media: - Scripps acquires ION Media for $2.65 billion in cash and the transaction closes in early 2021; - Scripps divests Stitcher for $325 million in 2020 ($265 million in cash up front, $30 million earnout in 2020 and 2021 with cash received early the following year); - Pull-back in advertising spending will also decelerate revenue growth at Scripps' National Media properties; - Profitability improves over the rating case from the inclusion of ION and the realization of operational efficiencies as Katz digital network distribution is transitioned to the ION networks. Aggregate: - Scripps utilizes its net operating loss carryforwards (NOLs) to shield the anticipated tax liabilities from the sale of Stitcher and WPIX. Fitch assumes Scripps exhausts its NOLs and pays more meaningful cash taxes in 2022; - Roughly $30 million in pension contributions annually over the forecast period; - Capex at roughly $50 million-$60 million annually; - Dividends halted in 2021 due to the issuance of the Berkshire Hathaway preferred equity; - Scripps issue $1.85 billion in incremental debt to fund ION acquisition with a mix of secured and unsecured debt; - Scripps allocates excess cash flow to debt repayment; - Two-year average leverage is elevated following the ION acquisition (approximately 6x including the preferred in total leverage) but returns closer to 5.0x over the rating case. Recovery Considerations - The recovery analysis assumes that Scripps would be considered a going-concern in bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim; - Scripps' going-concern EBITDA is based on the pro forma LTM LQ8A EBITDA December 2019 of roughly $320 million. Fitch then stresses EBITDA by assuming that an economic downturn results in a cyclical decline in advertising revenues. Scripps' Local Media (television) core advertising revenues decline by roughly 15%. Additionally, the National Media business (digital audio measurement, national content brands like Newsy) also experience ad declines. Fitch expects traditional mediums (like television broadcasting) will be disproportionately affected by pullback in advertisers' budgets. Scripps benefits from its higher proportion of subscription revenues (retransmission revenues) relative to the previous recessionary period. In addition, Fitch does not expect political ad revenues to be affected by economic pressure. Given the high degree of operating leverage in the business, LQ8A EBITDA declines to $260 million; - Fitch employs a 6x distressed enterprise value multiple reflecting the value present in the company's FCC licenses in small- and medium-sized U.S. markets. This multiple is roughly in-line with median TMT emergence enterprise value/EBITDA multiple of 5.5x. It also incorporates the following: (1) historical public trading EV/EBITDA multiples range from 7x-11x; (2) Recent transaction multiples in a range of 7x-9x. Nexstar Media Group announced its planned acquisition of the Tribune Media Company in December 2018 for $6.4 billion including the assumption of Tribune's debt, which represents a 7.5x purchase price multiple (including $160 million in outlined synergies). Gray Television acquired Raycom Media for $3.6 billion in January 2019, representing a 7.8x purchase price multiple (including $80 million of anticipated synergies). Scripps announced its acquisition of 15 television stations from Cordillera Communications in October 2018 for $521 million, representing an 8.3x purchase price multiple (including $8 million in outlined synergies). Scripps incrementally announced its acquisition of eight stations from Nexstar in March 2019 for $580 million. The purchase price represents an 8.1x multiple of average two-year EBITDA excluding the New York City CW affiliate, WPIX; - Fitch estimates an adjusted, distressed enterprise valuation of $1.5 billion; - Fitch assumes a fully drawn revolver ($210 million) in its recovery analysis since credit revolvers are tapped as companies are under distress; - The recovery analysis results in a 'BB+' and 'RR1' recovery rating for the company's secured first lien debt reflecting Fitch's belief that 91%-100% expected recovery is reasonable. The recovery analysis results in a 'B' rating and 'RR5' recovery rating for the senior unsecured notes, reflecting 11%-30% expected recovery. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Two-year average total leverage (total debt with equity credit/operating EBITDA) sustained below 4.5x; - Two-year average FCF/gross adjusted debt above 5%. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Two-year average total leverage sustained above 5.5x as a result of incremental acquisition activity, shareholder friendly activities or weaker than anticipated operating performance including an acceleration in secular pressures; - Two-year average FCF/Gross Adjusted Debt falls below 2%. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Scripps' liquidity is supported by $99 million in balance sheet cash and $154 million in revolving credit availability as of June 30, 2020 ($210 million revolver). Scripps has minimal term loan amortization (approximately$7.96 million annually) through 2023. Despite the current economic downturn, Fitch expects that Scripps will generate positive FCF even with a pullback in advertisers' marketing budget. Scripps and other local broadcasters benefit from having a more material cushion from retransmission and political advertising revenues than prior economic downturns. The company's revolving credit facility has a 4.25x maximum first lien net leverage covenant, which is tested only when there are revolver borrowings outstanding (springing covenant). There Fitch forecasts sufficient cushion relative to the covenant level in its revised base case which incorporates the impact of the Coronavirus pandemic and a near-term recession. ESG Considerations The highest level of ESG credit relevance, if present, is a score of 3. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity(ies), either due to their nature or to the way in which they are being managed by the entity(ies). REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. EW SCRIPPS: Moody's Affirms 'B2' CFR, Outlook Stable ---------------------------------------------------- Moody's Investors Service affirmed The Scripps Company's (EW Scripps)'s B2 corporate family rating, B2-PD probability of default rating (PDR), the Ba3 on the company's senior secured bank credit facilities, and the Caa1 on the company's senior unsecured notes. The company's speculative grade liquidity (SGL) rating is maintained at SGL-2. The outlook is stable. The affirmation of the ratings comes on the back of the company's announcement [1] that it has agreed to purchase ION Media Networks, Inc. (ION Media, B1 stable) for a total consideration of $2.65 billion including $1.85 billion of new debt. The transaction will lead to an increase in leverage and Moody's expects that the company's debt to EBITDA (Moody's adjusted and on a two-year basis) will remain around 6x in 2021. While this is at the higher end of Moody's tolerance for EW Scripps' B2 CFR, the increase in scale as well as the improvement in margins brought on by the low-risk synergies balance the impact of the additional debt on the overall credit profile. The transaction is expected to close in Q1 2021. Affirmations: Issuer: Scripps (E.W.) Company (The) Probability of Default Rating, Affirmed B2-PD Corporate Family Rating, Affirmed B2 Senior Secured Bank Credit Facility, Affirmed Ba3 (LGD2) Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD5) Outlook Actions: Issuer: Scripps (E.W.) Company (The) Outlook, Remains Stable RATINGS RATIONALE EW Scripps B2 rating continues to reflect the company's high leverage, with pro-forma debt/EBITDA (2-year average and Moody's adjusted) expected around 6x through 2021. The acquisition of ION Media will lead to an even higher exposure to core advertising as the large majority of ION Media's revenue come from ad sales at a time when the timing of the ad market's recovery from COVID-19 remains uncertain. The B2 rating also reflects the company's enhanced scale with the combined company expected to generate nearly $2.5 billion of revenues and about $750 million of EBITDA. With the addition of ION Media's channels, EW Scripps will compete for national advertising, which has proven more resilient than local advertising. The B2 rating is also supported by expectations that the company will maintain good liquidity in the coming 18 months. On Thursday, EW Scripps announced that it had reached an agreement to acquire ION Media for $2.65 billion. The financing of the transaction includes $300 million of cash, $600 million of perpetual preferred equity from Berkshire Hathaway and $1.85 million of secured and unsecured debt which the company is yet to raise. The preferred shares will incur interest of 8% if paid in cash and 9% if paid in kind (at the option of the company) and have been treated as equity under Moody's methodology. EW Scripps intends to combine ION Media with its other national network businesses, Katz and Newsy. Following the acquisition, the company will reach the maximum allowed 39% (including UHF discount) of US Households and be the largest holder of broadcast spectrum. The company expects to derive cost synergies - ramping up to more than $120 million by year six - a large proportion of which will come from reductions in Katz networks' costs as it will no longer need to lease multicast stations from third party broadcasters. Unlike EW Scripps, ION Media uses the must-carry rule which means it does not charge retransmission fees and is widely distributed for free on MVPDs. While the company reaches more than 100 million homes, its revenue is almost fully exposed to advertising which is cyclical and in a low structural decline as viewing habits change. However, ION Media's margins have been high historically and resilient through 2020 even in the face of the COVID-19 related steep decline in core TV advertising spend. Moody's regards the current pandemic as a social risk under its ESG framework, given the substantial implications for health and safety. The response to the coronavirus outbreak with stay at home orders, rapid unemployment increases and a deteriorating economic outlook will lead to advertising demand -- which is correlated to the economic cycle and consumer confidence -- declining materially in 2020. While the COVID-19 related lockdowns had a profound negative impact on advertising in Q2, EW Scripps has seen month on month improvement since April. While there is very little visibility as to whether this improvement can be sustained in the face of increasing Coronavirus infections in the US, EW Scripps could also benefit during a contested election year when on-the-ground events cannot take place and budgets are likely to shift to local TV advertising instead. Following the acquisition, EW Scripps is expected to maintain a good liquidity profile, as reflected by its SGL-2 rating. ION Media's acquisition is expected to be accretive to the company's free cash flow generation. Also, concurrent to the acquisition, EW Scripps will increase its revolving credit facility to $400 million from $210 million. Moody's expects the company to retain adequate headroom under its covenants. The stable outlook reflects Moody's expectations that EW Scripps' leverage will remain at or around 6x in 2021. While at the high end of Moody's guidance for the issuer at this rating level, the increase in scale and reach of the company post ION Media acquisition mitigates the weakening of this metric. The stable outlook also reflects the potential for the company to reduce leverage through optional debt repayment. The Ba3 (LGD2) rating on the company's senior secured facilities reflects their priority ranking ahead of the Caa1 (LGD5) rated senior notes. The instrument ratings reflect the probability of default of the company, as reflected in the B2-PD PDR, 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' rankings in the capital structure. EW Scripps' instruments ratings might change depending on the final make-up of the $1.85 billion of additional debt being raised as part of the ION Media acquisition. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given the ongoing disruption caused by the coronavirus pandemic, the lack of visibility over a sustained recovery, and the increase in leverage from the ION Media acquisition, an upgrade is unlikely in the near term. Ultimately, any ratings upgrade would require EW Scripps to return to revenue and EBITDA growth as well as a run-rate leverage below 5.25x. The ratings could be downgraded should the company's free cash flow deteriorate putting pressure on the company's liquidity profile or should leverage be sustained materially above 6.25x. ION Media Networks, Inc. ("ION Media"), launched in 2007, owns the ION Television network through a geographically diversified group of 70 owned & operated broadcast stations in the U.S. as well as through carriage agreements with pay television providers covering over 100 million TV households. ION Media also owns and operates the Qubo and ION Life television networks. The company maintains headquarters in West Palm Beach, FL, and generated revenues of approximately $559 million for the 12 months ended June 30, 2020. Black Diamond Capital Management's affiliates are the primary indirect owners of ION Media through their ownership of Media Holdco, whose primary asset is an 86% equity interest in ION Media. Headquartered in Cincinnati, OH and founded in 1878, Scripps (E.W.) Company (The) is one of the largest pure-play television broadcasters based on US household coverage of nearly 30%. Broadcasting operations consist of 59 television stations in 41 markets. The company's operations also include a collection of national journalism and content businesses, including Newsy, a national news network; and fast-growing national broadcast networks Bounce, Grit, Escape and Laff, and Triton, the global leader in digital audio technology and measurement services. The company is publicly traded with the Scripps family controlling effectively all voting rights (93%) and an estimated 28% economic interest with remaining shares being widely held. The company reported approximately $1.6 billion in revenue in the last twelve months ended June 30, 2020. The principal methodology used in these ratings was Media Industry published in June 2017. EXPO CONSTRUCTION: Hires John Benton Law as Litigation Counsel -------------------------------------------------------------- Expo Construction Group, LLC, seeks approval from the United States Bankruptcy Court for the Southern District of Texas to hire The John Benton Law Firm as its special litigation counsel. John Benton Law will represent the Debtor in all legal aspects seeking recovery from and the continuing suit against Houston GP Hotel Group, LLC, in Cause No. 2020-29298, in the 55th Judicial District Court of Harris County, Texas and to represent the Debtor in Adversary Proceeding No. 20-03403; Flash Funding, LLC vs. Expo Construction Group, LLC. The firm's hourly rates are $250 per hour for John B. Benton and the Debtor is to reimburse all necessary out of pocket expenses for its services. The John Benton Law Firm has no other connections with the Debtor, its creditors, any other parties in interest, its respective attorneys and accountants, the United States Trustee, or any person employed in the office of the United States Trustee, according to court filings. The firm can be reached through: John B. Benton, Esq. The John Benton Law Firm 1475 Sawdust Road, Suite 3107 The Woodlands, TX 77380-2145 Tel: (281) 682-3471 Email: john_bentonlaw@sbcglobal.net About Expo Construction Group Expo Construction Group, LLC is a general contractor based in Houston, Texas. Expo Construction Group, LLC, filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (Bankr. S.D. Tex. Case No. 20-34099) on August 18, 2020. The petition was signed by Melida Taveras, managing member. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Margaret M. McClure, Esq. at LAW OFFICE OF MARGARET M. MCCLURE represents the Debtor as counsel. EXPO CONSTRUCTION: Seeks to Hire Margaret M. McClure as Counsel --------------------------------------------------------------- Expo Construction Group, LLC, seeks approval from the United States Bankruptcy Court for the Southern District of Texas to hire the Law Office of Margaret M. McClure as its counsel. Margaret M. McClure will give the debtor legal advice with respect to debtor's powers and duties as debtor-in-possession in the continued operation of the debtor's business and management of the debtor's property and to perform all legal services for the debtor-in-possession which may be necessary. Margaret M. McClure charges an hourly fee of $400 per hour for attorney time and $150 per hour for paralegal time. Margaret M. McClure 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: Margaret M. McClure, Esq. LAW OFFICE OF MARGARET M. MCCLURE 909 Fannin, Suite 3810 Houston, Tx 77010 Phone: (713) 659-1333 Fax: (713) 658-0334 Email: margaret@mmmcclurelaw.com About Expo Construction Group Expo Construction Group, LLC is a general contractor based in Houston, Texas. Expo Construction Group, LLC, filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (Bankr. S.D. Tex. Case No. 20-34099) on August 18, 2020. The petition was signed by Melida Taveras, managing member. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Margaret M. McClure, Esq. at LAW OFFICE OF MARGARET M. MCCLURE represents the Debtor as counsel. FAIRWAY GROUP: Global Settlement Has $1.5M for Unsec. Creditors --------------------------------------------------------------- Fairway Group Holdings Corp., et al., submitted a Plan and a Disclosure Statement. Specifically, the Plan provides for this treatment of claims and interests: * Holders of Senior First Out Term Loan Claims (Class 3), Senior Last Out Term Loan Claims (Class 4), and Holdco Loan Claims (Class 5) will receive their respective shares of the Net Cash Proceeds on a Pro Rata basis after directly senior Claims are satisfied in full. * If the Plan Sponsor makes the Reorganized Equity Plan Election by the Reorganized Equity Plan Election Date, the Plan Sponsor will receive 100% of the New Common Stock of Reorganized Holdings, and in exchange, the first $2.75 million of the Plan Sponsor's Pro Rata share of the Net Cash Proceeds distributable to the Plan Sponsor on account of its Allowed Senior First Out Term Loan Claims shall be distributed to the remaining holders of the Allowed Senior First Out Term Loan Claims (other than the Plan Sponsor) on a Pro Rata basis (excluding the Claims held by the Plan Sponsor from the denominator for purposes of such calculation); provided that if the Reallocated Amount is less than $2.75 million, the Cash payable by the Debtors to satisfy DIP Claims in cash in full on the Effective Date in an amount equal to the difference between $2.75 million and the Reallocated Amount (such amount, the "Reallocated Amount Shortfall") will be distributed to the holders of Allowed Senior First Out Term Loan Claims (other than the Plan Sponsor) in an amount equal to the Reallocated Amount Shortfall; provided further that if the Debtors do not have sufficient cash on hand to make or reserve for distributions to holders of Allowed Administrative Expense Claims, Allowed Priority Tax Claims, Allowed Priority Non-Tax Claims, and Allowed Other Secured Claims on the Effective Date in accordance with the terms set forth in the Plan (such amount, the "Plan Confirmation Shortfall"), the Plan Sponsor shall be entitled to make a DIP Conversion Election in an amount necessary to cover such Plan Confirmation Shortfall, and the amount of such Plan Confirmation Shortfall shall reduce, on a dollar-for-dollar basis, the Reallocation Amount Shortfall. * If the Plan Sponsor does not make the Reorganized Equity Plan Election by the Reorganized Equity Plan Election Date, the Plan Sponsor's Pro Rata share of the Net Cash Proceeds distributable to the Plan Sponsor on account of its Allowed Senior First Out Term Loan Claims in an amount equal to the difference between $2.75 million and the actual amount realized by the Debtors or Wind Down Estates, as applicable, from the liquidation of the Reorganized Assets (to the extent the actual amount realized by the Debtors or Wind Down Estates, as applicable, from the liquidation of the Reorganized Assets is less than $2.75 million) will be distributed to the remaining holders of the Allowed Senior First Out Term Loan Claims (other than Plan Sponsor) on a pro rata basis (excluding the Claims held by the Plan Sponsor from the denominator for purposes of such calculation). * The GUC Recovery Trust Amount and the Unreleased Avoidance Actions (each as defined below) will be contributed to a recovery trust (the "GUC Recovery Trust") for the exclusive benefit of Allowed General Unsecured Claims and proceeds thereof will be available for all holders of Allowed General Unsecured Claims to share on a Pro Rata basis. Holders of Allowed General Unsecured Claims will also be released of any preference or avoidance claims of the Debtors if such holders vote to accept the Plan or do not opt of the releases in Section 10.6(b) of the Plan. * The DIP Claims, to the extent any DIP Obligations remain unpaid and the DIP Documents have not been terminated, will be paid in full in Cash or converted on a dollar-for-dollar basis, into the Reorganized Debtors Exit Facility or New Common Stock in the sole discretion of the Plan Sponsor. * All Administrative Expense Claims, Priority Tax Claims, Priority Non-Tax Claims, Other Secured Claims, and Intercompany Interests are unimpaired by the Plan. * If the Reorganized Equity Plan Election is made, all Parent Equity Interests shall be deemed cancelled without further action by or order of the Bankruptcy Court, and shall be of no further force or effect, whether surrendered for cancellation or not. If the Reorganization Transaction is not implemented, all holders of Parent Equity Interests will receive the entitlement to receive their share of any assets of the Wind Down Estates remaining after all Allowed Claims have been satisfied in full in accordance with the Bankruptcy Code and the Plan, consistent with such holders’ rights of payment existing immediately prior to the Commencement Date. The Plan incorporates the Global Settlement, which settles all disputes and potential litigation of all Claims and controversies relating to the Debtors and the treatment of General Unsecured Claims. In particular, the Global Settlement provides for, among other things, (i) the establishment of the GUC Recovery Trust in accordance with Section 5.17 of the Plan, (ii) a one-time payment in cash by the Debtors in the aggregate amount of $1,500,000 (the "GUC Recovery Trust Amount") as a carve out of the Prepetition Lenders' Collateral to be transferred to the GUC Recovery Trust and contributed for the benefit of General Unsecured Claims, free and clear of all Liens, charges, Claims, encumbrances, and interests for the benefit of the holders of Allowed General Unsecured Claims, (iii) $150,000 (the "GUC Recovery Trust Administrative Contribution Amount") to be transferred by the Debtors to the GUC Recovery Trust and contributed for the administration of the GUC Recovery Trust, including any advisor fees, (iv) the Creditors' Committee Budget to be provided by the Debtors to the Creditors' Committee in an amount not exceeding $175,000 per month incurred by the Creditors' Committee's advisors from April 1, 2020 through and including the Plan Effective Date, and (v) a commitment by the Creditors' Committee not to object to or take any other action that is inconsistent with the Plan or approval of the Global Settlement. A full-text copy of the Disclosure Statement dated August 12, 2020, is available at https://tinyurl.com/y44c7bhp from PacerMonitor.com at no charge. Attorneys for the Debtors: Ray C. Schrock, P.C. Sunny Singh WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 About Fairway Group Holdings Corp. Fairway Group -- https://www.fairwaymarket.com/ -- is a food retailer operating 14 supermarkets across the New York, New Jersey and Connecticut tri-state area, including two with freestanding wine and liquor stores (the Stamford and Pelham locations) and two with in-store wine and liquor stores (the Woodland Park and Paramus locations). The company's flagship store is located at Broadway and West 74th Street, on the Upper West Side of Manhattan, featuring a cafe, Sur la Route, and state of the art cooking school. Fairway's stores emphasize an extensive selection of fresh, natural, and organic products, prepared foods, and hard-to-find specialty and gourmet offerings, along with a full assortment of conventional groceries. The Glickberg family launched the business as a small fruit and vegetable stand on the Upper West Side. The iconic market has been providing New Yorkers groceries since the mid-1930s and has since expanded to 21 locations across the tri-state area. Fairway has filed for Chapter 11 bankruptcy twice in four years. The company dug itself out of Chapter 11 proceedings in 2016 by borrowing money and shifting ownership from Sterling Investment Partners to a consortium led by Blackstone's GSO Capital Partners. Fairway Group Holdings Corp. and 25 affiliated companies sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-10161) on Jan. 23, 2020. In the petitions signed by CEO Abel Porter, the Debtors were estimated to have $100 million to $500 million in assets and liabilities. Judge James L. Garrity, Jr., is assigned to the cases. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel; Peter J. Solomon and Mackinac Partners, LLC as financial advisor; and Omni Agent Solutions as claims, noticing and solicitation agent. FECK PROPERTIES: Hires Mr. Feck as Booking Manager -------------------------------------------------- Feck Properties, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Michael Christian Feck, as booking manager to the Debtor. Feck Properties requires Mr. Feck to: a. assist in reservation management; b. respond to inquiries by phone, email, and Internet, 24 hours/7 days per week; and c. respond to issues raised by current, future, and former customers, resulting in a customer satisfaction rating of 5 stars on most sites, and no less than 4-stars on any reporting website; Mr. Feck at the rate of 10% of revenues from the vacation-rental operations To the best of the Debtor's knowledge the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their/its estates. Mr. Feck can be reached at: Michael Christian Feck 668 Elm St Mansfield, MA 02048 Tel: (978) 973-6767 About Feck Properties Feck Properties is primarily engaged in real estate rentals business in Florida and real estate development and sales business in Massachusetts. Feck Properties filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-05209) on July 7, 2020. In the petition signed by Stanley B. Feck, manager, Debtor disclosed $4,750,000 in assets and $2,773,630 in liabilities. Kevin Christopher Gleason, Esq., at Florida Bankruptcy Group, LLC, is the Debtor's legal counsel. FIREBALL REALTY: Unsettled Unsecureds to Recover 2% in 4 Years -------------------------------------------------------------- Fireball Realty, LLC, filed with the U.S. Bankruptcy Court for the District of New Hampshire a Plan of Reorganization and a Disclosure Statement on August 11, 2020. Under the Plan, the Willow Property, the Keystone Equipment Collateral, the Retained Actions or the proceeds thereof, and all of the other property of the estate will be sold to Sargent Sr. in exchange for the Funding Commitment and the dividends to be paid pursuant to the Funding Commitment. Class 8 General Unsecured Claims are impaired. Settled claims will be paid $1.00 each based on their agreement to accept less favorable treatment. As to unsettled claims, each other creditor holding an allowed claim in this Class will be paid 2% of their allowed claim, in 4 annual installments, beginning on the 30th day from the effective date and on the same date of each anniversary thereof until paid in full. This Class shall be paid by the Plan Funder or nominee by virtue of the cash portion of the Funding Commitment and Funding Contribution. Class 9 equity interests held by Sargent Junior and any equity interests held by Sargent Senior will be canceled without the payment of dividend or distribution of property on account thereof. The Debtor and Plan Funder need not implement the Plan unless the Court enters a final order confirming this Plan that is reasonably satisfactory in form and substance to the Debtor and the Plan Funder and a final order confirming a plan of reorganization for Pitbull in the Pitbull Case, which authorizes the Debtor to sell the Willow Property to the Plan Funder and is otherwise acceptable in form and substance to the Debtor and Plan Funder or the entry of a final order authorizing Fireball to sell the Willow Property and the Stark Property to the Plan Funder for the sum of $984,000, plus the amounts of the allowed claims for unpaid real estate taxes, water and/or sewer held by the Town of Weare in the Pitbull Case and the City of Manchester in this Case, free and clear of all liens, claims and interests and is otherwise acceptable in form and substance to the Debtor and Plan Funder. A full-text copy of the Disclosure Statement dated August 11, 2020, is available at https://tinyurl.com/yxu4av5w from PacerMonitor.com at no charge. The Debtor is represented by: VICTOR W. DAHAR, P.A. Eleanor Wm. Dahar 20 Merrimack Street Manchester, NH 03101 Tel: (603) 622-6595 About Fireball Realty Fireball Realty LLC is a real estate agency in Manchester, New Hampshire. Fireball Realty sought Chapter 11 protection (Bankr. D.N.H. Case No. 19-10922) on June 28, 2019. In the petition signed by Charles R. Sargent, Jr., member, the Debtor was estimated to have assets and liabilities in the range of $1 million to $10 million. The Debtor tapped William S. Gannon, Esq., at William S. Gannon PLLC, as counsel. FIZZ & BUBBLE: Committee Says Plan Disclosures Too Vague -------------------------------------------------------- The Official Committee of Unsecured Creditors in Fizz & Bubble, LLC's case submitted an objection to the Disclosure Statement filed by the Debtor. The Committee appreciates that the Debtor is trying to move this case forward despite the high level of uncertainty. However, the Disclosure Statement is far too vague and speculative to provide "adequate information" to creditors sufficient to satisfy the requirements of 11 U.S.C. Sec. 1125. The Committee points out that the centerpiece of the Debtor's Plan is the establishment of a new company, set up by investors, which will purchase the Debtor's assets for cash, resulting in an estimated 3% distribution to general unsecured creditors. However, no sale motion has been filed, and the Disclosure Statement does not reveal the new investors. The Committee asserts that there are additional questions that are unanswered, and facts that are unknown that implicate issues such as feasibility, good faith, and other things necessary for creditors to make informed judgments about the Plan. Counsel for the Official Committee of Unsecured Creditors: Justin D. Leonard Direct: 971.634.0192 Email: jleonard@LLG-LLC.com Timothy A. Solomon Direct: 971.634.0194 Email: tsolomon@LLG-LLC.com LEONARD LAW GROUP LLC 1 SW Columbia, Ste. 1010 Portland, Oregon 97204 About Fizz & Bubble Fizz & Bubble, LLC -- https://fizzandbubble.com/ -- is a toiletries wholesaler based in Wilsonville, Oregon offering an array of luxurious bath and shower treats. The company's products include bath fizzies, bubble bath cupcakes, bubble bath elixirs, bath truffles, bath melts, shower steamers, body scrubs, whipped soaps, body frosting lotions, face mask frostings, and lip scrubs. Fizz & Bubble filed for Chapter 11 bankruptcy protection (Bankr. D. Ore. Case No. 19-34092) on Nov. 4, 2019. In the petition signed by Kimberly Ann Mitchell, sole member and chief creative officer, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Trish M. Brown oversees the case. The Debtor is represented by Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP. FIZZ & BUBBLE: State of Oregon Objects to Disclosure Statement -------------------------------------------------------------- The State of Oregon, Bureau of Labor and Industries ("BOLI") objects to the Fizz & Bubble, LLC's Disclosure Statement. BOLI points out that the disclosure statement must explain "why the proposed means of implementation will be adequate to the task." BOLI asserts that the Debtor's disclosure statement does not contain adequate information as required under 11 U.S.C. Sec. 1125(a)(1) because it fails to explain why or how the proposed sale will be adequate to carry out the plan. BOLI complains that the disclosure statement also fails to disclose the risk that BOLI's bond order poses to the acquiring entity. According to BOLI, the disclosure statement does not include the risk that the acquiring entity may be subject to BOLI's bond order and may be required to post the $1.8 million bond, which may inhibit new investment. Attorneys for the State of Oregon: ELLEN F. ROSENBLUM Attorney General BELLE NA, OSB #176107 Assistant Attorney General Department of Justice 1162 Court Street NE Salem, OR 97301-4096 Telephone: (503) 934-4400 Facsimile: (503) 373-7067 E-mail: belle.na@doj.state.or.us About Fizz & Bubble, LLC Fizz & Bubble, LLC -- https://fizzandbubble.com/ -- is a toiletries wholesaler based in Wilsonville, Oregon offering an array of luxurious bath and shower treats. The company's products include bath fizzies, bubble bath cupcakes, bubble bath elixirs, bath truffles, bath melts, shower steamers, body scrubs, whipped soaps, body frosting lotions, face mask frostings, and lip scrubs. Fizz & Bubble filed for Chapter 11 bankruptcy protection (Bankr. D. Ore. Case No. 19-34092) on Nov. 4, 2019. In the petition signed by Kimberly Ann Mitchell, sole member and chief creative officer, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Trish M. Brown oversees the case. The Debtor is represented by Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP. FIZZ & BUBBLE: US Trustee Questions Sale-Based Plan --------------------------------------------------- Gregory M. Garvin, Acting United States Trustee for Region 18, objects to the Disclosure Statement filed by Fizz & Bubble, LLC. According to U.S. Trustee, the Disclosure Statement fails to satisfy the requirements of Sec. 1125(b). The basic structure of the Debtor's proposed Plan of Reorganization (the "Plan") will be a sale of substantially all of Debtor's assets (the "Sale") to an investor (the "Acquiring Entity") which apparently does not yet exist. The U.S. Trustee points out that the Debtor has not filed the sale motion on which the Plan is premised. U.S. Trustee asserts that Plan distribution is premised upon unfiled motions to value collateral. The U.S. Trustee complains that the Debtor's cash flow statement contains misleading information. About Fizz & Bubble Fizz & Bubble, LLC -- https://fizzandbubble.com/ -- is a toiletries wholesaler based in Wilsonville, Oregon offering an array of luxurious bath and shower treats. The company's products include bath fizzies, bubble bath cupcakes, bubble bath elixirs, bath truffles, bath melts, shower steamers, body scrubs, whipped soaps, body frosting lotions, face mask frostings, and lip scrubs. Fizz & Bubble filed for Chapter 11 bankruptcy protection (Bankr. D. Ore. Case No. 19-34092) on Nov. 4, 2019. In the petition signed by Kimberly Ann Mitchell, sole member and chief creative officer, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Trish M. Brown oversees the case. The Debtor is represented by Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP. FORD STEEL: Seeks to Hire Cooper & Scully as Legal Counsel ---------------------------------------------------------- Ford Steel, LLC, seeks authority from the United States Bankruptcy Court for the Southern District of Texas to hire Cooper & Scully, PC as its general counsel. Ford Steel requires Cooper & Scully to: a. prepare and file schedules and a statement of financial affairs; b. negotiate with creditors and handle routine motions such as motions for relief from stay, cash collateral motions and the myriad of bankruptcy motions that will be filed in this case; c. file objections to claims, if necessary; d. perform legal work necessary to sell property of the estate; e. draft, file and prosecute adversary proceedings necessary to determine the extent, validity and priority of liens; f. draft, file and prosecute avoidance actions if necessary; g. draft, file and prosecute adversary proceedings, motions and contested pleadings as necessary; h. prepare and file a Plan and Disclosure Statement; i. conduct discovery that is required for the completion of the case or any matter associated with the case; j. perform all legal matters that are necessary for the completion of the case; and k. perform miscellaneous legal duties to complete the bankruptcy case. The attorney in charge of the matters listed below will be Julie M. Koenig, Esq. Prior to filing this case, the Debtor paid Cooper & Scully, PC the filing fee of $1,717 which has been placed in an IOLTA account as required by the U.S. Trustee's office. The normal hourly billing rate for Ms. Koenig is $450 per hour which will not increase during the pendency of this proceeding. Paralegal time is billed at $100 per hour for paralegal work performed. The firm can be reached at: Julie Mitchell Koenig, Esq. Cooper & Scully, PC. 815 Walker, Suite 1040 Houston, TX 77002 Tel: 713-236-6800 Fax: 713-236-6880 Email: julie.koenig@cooperscully.com About Ford Steel, LLC Ford Steel, LLC -- http://www.fordsteelllc.com-- is in the business of steel product manufacturing from purchased steel. Ford Steel fabricates for a wide variety of industries including the petrochemical industry, waste water treatment, transmission communication and broadcast towers, mining, as well as oil and gas industries. Ford Steel, LLC, filed a Voluntary Petition under Chapter 11 of the Bankruptcy Code (Bnkr. S.D. Tex. Case No. 20-34405) on Sep. 1, 2020. The petition was signed by Herbert C. Jeffries, managing member. The Debtor estimated $1 million to $10 million in both assets and liabilities. Julie M. Koenig, Esq. at COOPER & SCULLY, P.C., represents the Debtor as counsel. FORTOVIA THERAPEUTICS: Hires Janvier Law Firm as Legal Counsel -------------------------------------------------------------- Fortovia Therapeutics, Inc. seeks authority from the United States Bankruptcy Court for the Eastern District of North Carolina to hire William P. Janvier, Esq. and the Janvier Law Firm, PLLC, as its attorneys. The professional services the firm will render are: a. prepare on behalf of Debtor necessary applications, complaints, answers, orders, reports, motions, notices, plan of reorganization, disclosure statement, and other papers necessary to Debtor's reorganization case; b. perform all necessary legal services in connection with the Debtor's reorganization, including Court appearances, research, opinions and consultations on reorganization options, direction, and strategy; and c. perform all other legal services for Debtor which may be necessary in this Chapter 11 case. The Firm will provide services to the Debtor at these hourly rates: William P. Janvier $480 William E. Brewer $480 Samantha Y. Moore $350 William F. Braziel III $350 Erin Duffy $260 Katleen O'Malley $280 Law Clerks & Paralegals $135 The Debtor provided the firm with a $22,104 retainer. Mr. Janvier assured the court that the firm represents no interest adverse to Debtor or the estate in the matters upon which it is to be engaged for Debtor and said employment would be in the best interest of the estate. The firm can be reached through: William P. Janvier, Esq. JANVIER LAW FIRM, PLLC 311 East Edenton Street Raleigh, NC 27601 Tel: 919-582-2323 E-mail: bill@janvierlaw.com About Fortovia Therapeutics, Inc. Fortovia Therapeutics, Inc., is an oncology supportive care pharmaceutical and medical device company headquartered in Raleigh, North Carolina. Fortovia Therapeutics, Inc., filed a voluntary petition pursuant to Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 20-02970) on August 31, 2020. The petition was signed by Ernest De Paolantonio, CFO. The Debtor estimated between $1 million to $10 million in assets and liabilities. William P. Janvier, Esq. at JANVIER LAW FIRM, PLLC, represents the Debtor as counsel. FTS INTERNATIONAL: S&P Downgrades ICR to 'D' on Bankruptcy Filing ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based oilfield services company FTS International Inc. (FTSI) to 'D' from 'CC'. At the same time, S&P lowered all of its issue-level ratings on the company's debt to 'D'. The downgrade follows FTSI's announcement that it has entered into a restructuring agreement with a majority of its secured lenders. The company subsequently filed for Chapter 11 bankruptcy on Sept. 22, 2020. Because this is a prepackaged plan, the company will continue to operate through the bankruptcy process and expects to keep paying its employees' wages and benefits as well as its suppliers and business partners. As of Sept. 18, 2020, FTSI had $161 million of cash. GARRETT MOTION: Says New DIP Better Than Centerbridge, Oaktree -------------------------------------------------------------- The Wall Street Journal reported that auto-parts supplier Garrett Motion Inc. rejected a financing offer from Oaktree Capital Management LP and Centerbridge Partners LP, saying their terms did't match the $250 million loan proposal the company brought with it into bankruptcy. Garrett's lenders offered a less costly financing proposal than Oaktree and Centerbridge, according to court papers filed Monday by the company's investment banker, Bruce Mendelsohn. The renegotiated senior DIP facility made material improvements from original version, according to Mr. Mendelsohn, Bloomberg reported. "The Revised Senior DIP Facility is the best financing option presently available to the Debtors under the circumstances," he writes. Garrett Motion on Sept. 20, 2020, announced that it has entered into an agreement with KPS Capital Partners, LP ("KPS") with respect to a potential purchase of its business and commenced voluntary Chapter 11 cases with the United States Bankruptcy Court for the Southern District of New York in order to implement the purchase. In connection with its reorganization, the Company has entered into a Restructuring Support Agreement with holders of approximately 61% of the Company's outstanding senior secured debt as of the date of the chapter 11 filing and is seeking Court approval of $250 million of debtor-in-possession financing, arranged by Citigroup. The proceeds of the new financing, which is subject to Court approval and the satisfaction of other conditions precedent, will supplement cash flow from ongoing operations and bolster the Company's liquidity position during the Chapter 11 cases. KPS is a leading global private equity firm with a demonstrated track record of successfully investing in the automotive and transportation industries and well known to global automotive OEMs. About Garrett Motion Inc. Based in Switzerland, Garrett Motion Inc. (NYSE: GTX) designs, manufactures and sells highly engineered turbocharger and electric-boosting technologies for light and commercial vehicle original equipment manufacturers ("OEMs") and the global vehicle and independent aftermarket. Garrett Motion and its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-12212) on Sept. 20, 2020. Garrett disclosed $2,066,000,000 in assets and $4,169,000,000 in liabilities as of June 30, 2020. The Debtors tapped SULLIVAN & CROMWELL LLP as counsel; QUINN EMANUEL URQUHART & SULLIVAN LLP as co-counsel; PERELLA WEINBERG PARTNERS as investment banker; MORGAN STANLEY & CO. LLC as investment banker; and ALIXPARTNERS LLP as restructuring advisor. KURTZMAN CARSON CONSULTANTS LLC is the claims agent. GATEWAY HOSPITALITY: Seeks to Hire Allison Law as Attorney ---------------------------------------------------------- Gateway Hospitality, LLC, seeks authority from the US Bankruptcy Court for the District of New Mexico to hire The Allison Law Firm as an additional attorney. The Allison Law Firm has represented the Debtor prior to the filing of the bankruptcy petition, and its familiarity with previous negotiations and facts in the case will be useful in the reorganization effort. Allison Law will charge $300 per hour plus costs and gross receipts tax for its services. The Allison Law Firm represents no interest adverse to the Debtor in Possession, creditors or the bankruptcy estate, according to court filings. The firm can be reached through: Michael B. Allison, Esq. The Allison Law Firm PO Box 25344 Albuquerque, NM 87125 Phone: +1 505-842-0888 About Gateway Hospitality, LLC Gateway Hospitality, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.M. Case No. 20-10879) on April 19, 2020, listing under $1 million in both assets and liabilities. Michael K. Daniels, Esq. represents the Debtor as counsel. GCI LLC: S&P Rates New $350MM Senior Unsecured Notes 'B' -------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '2' (capped) recovery rating to Alaska-based diversified telecommunications provider GCI LLC's proposed $350 million of senior unsecured notes due in 2028. S&P subsequently placed the rating on CreditWatch with positive implications, in line with the existing unsecured debt. The '2' recovery rating indicated its expectation of substantial (70%-90%; rounded estimate: 85%) recovery in the event of a payment default. Proceeds, together with the recent $114 million term loan B add-on and $9 million in cash, will fund the redemption of the company's existing $450 million of 6.875% senior unsecured notes due in 2025, as well as pay a $15 million call premium and $8 million in estimated fees and expenses. S&P intends to resolve the CreditWatch placement after Liberty Broadband acquires GCI Liberty (the parent of GCI LLC), most likely in the first half of 2021. "The CreditWatch placement reflects our view that the improved asset coverage from the acquisition benefits GCI's creditors since the assets could provide coverage of the debt or provide support for liquidity in a stressed scenario. We believe an upgrade, if any, would likely be one notch," S&P said. ISSUE RATINGS – RECOVERY ANALYSIS Key analytical factors: -- S&P's simulated default scenario envisions a sharp decline in GCI's revenue and EBITDA due to lower oil prices that contribute to a steep recession in Alaska, combined with increased competition in the wireless segment that leads to pricing pressure and continued subscriber losses. -- S&P valued the company on a going-concern basis using a 5.5x multiple of its projected emergence EBITDA, which is comparable with the multiples it uses for its peers in the telecom industry. -- S&P combined the enterprise valuation of GCI with a discrete asset value (DAV) approach for the equity stakes in Liberty Broadband Corp., Charter Communications Inc., LendingTree, and Evite to arrive at a value of $4.5 billion. Simulated default and valuation assumptions: -- Simulated year of default: 2022 -- EBITDA at emergence: $185 million -- EBITDA multiple: 5.5x -- DAV: $3.4 billion Simplified waterfall: -- Gross recovery value: $4.3 billion -- Net enterprise value (after 5% administrative costs): $4.2 billion -- Collateral value available to secured creditors: $2.4 billion -- Senior secured debt: $847 million -- Recovery expectations: 90%-100% (rounded estimate: 95%) -- Total value available to unsecured claims: $2.1 billion -- Senior unsecured debt claims: $697 million -- Recovery expectations: Capped at 70%-90% (rounded estimate: 85%) Note: All debt amounts include six months of pre-petition interest. GIGA-TRONICS INC: Appoints New Director to Fill Vacancy ------------------------------------------------------- Jamie Weston resigned from the board of directors of Giga-tronics Incorporated on Sept. 21, 2020. Mr. Weston served on the Board's Compensation Committee, Nominating and Governance Committee, and Audit Committee. On Sept. 24, 2020, the Board appointed Thomas E. Vickers as a director of the Company, filling the vacancy resulting from Mr. Weston's resignation. The Board has not appointed Mr. Vickers to any committee. The Company expects that Mr. Vickers will be appointed to the Board's Compensation Committee, Nominating and Governance Committee and Audit Committee. Mr. Vickers, age 56, served as the chief financial officer of OmniComm Systems, Inc. a web-based software and services company, from October 2012 until its acquisition by Anju Software, Inc. in September 2019. Previously Mr. Vickers served as Omnicomm's vice president of finance from October 2011 to October 2012. Prior to joining OmniComm, Mr. Vickers was with Ocwen Financial Corporation, a publicly traded diversified financial services holding company, where he served in positions of increasing responsibility, most recently as director, Servicing Operations. Prior to that, Mr. Vickers was vice president, operations for S&J and vice president, financial operations for Precision Response Corporation. Mr. Vickers has undergraduate degrees in Finance and Accounting and a Master of Taxation from Florida Atlantic University, and an MBA from the University of Miami. He is a Chartered Financial Analyst. The Board has not made any determination as to the compensation Mr. Vickers will receive for his service as a director, if any. The Company will enter into an indemnification agreement with Mr. Vickers. About Giga-tronics Inc. Headquartered in Dublin, California, Giga-tronics is a publicly held company, traded on the OTCQB Capital Market under the symbol "GIGA". Giga-tronics -- http://www.gigatronics.com/-- produces RADAR filters and Microwave Integrated Components for use in military defense applications as well as sophisticated RADAR and Electronic Warfare (RADAR/EW) test products primarily used in electronic warfare test & emulation applications. Giga-Tronics Inc. reported a net loss attributable to common shareholders of $2.03 million for the year ended March 28, 2020, compared to a net loss attributable to common shareholders of $1.04 million for the year ended March 30, 2019. As of June 27, 2020, the Company had $9.55 million in total assets, $5.11 million in total liabilities, and $4.45 million in total shareholders' equity. GIOVANNI & SONS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Giovanni & Sons High-Tech, Inc. 7345 NW 97 Terrace Medley, FL 33166 Chapter 11 Petition Date: September 28, 2020 Court: United States Bankruptcy Court Southern District of Florida Case No.: 20-20484 Judge: Hon. Robert A. Mark Debtor's Counsel: Richard R. Robles, Esq. LAW OFFICES OF RICHARD R. ROBLES, P.A. 905 Brickell Bay Drive Suite 228 Miami, FL 33131 Tel: (305) 755-9200 Email: rrobles@roblespa.com Total Assets: $267,346 Total Liabilities: $1,892,134 The petition was signed by Gian Carlo Visciglia, president. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/J7WQ6KQ/Giovanni__Sons_High-Tech_Inc__flsbke-20-20484__0001.0.pdf?mcid=tGE4TAMA GLOBAL PARTNERS: S&P Rates New $350MM Senior Unsecured Notes 'B+' ----------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level and '4' recovery ratings to Global Partners LP's proposed $350 million senior unsecured notes due in 2029. The '4' recovery rating indicated its expectation for modest (30%-50%; rounded estimate: 35%) recovery in the event of a default. The company plans to use the proceeds to repay its $300 million 7% notes due in 2023 and repay a portion of its outstanding revolver balance in a debt-for-debt refinancing. S&P views the transaction as credit neutral, recognizing the company will extend its maturity wall. Issue Ratings - Recovery Analysis Key analytical factors -- S&P's simulated default scenario contemplates a default arising from declining margins and volumes during a cyclical trough, coupled with covenant violations under Global Partners' credit facility. -- S&P assumes Global Partners' working capital facility is drawn 60% and the revolving credit facility is drawn 85% at the time of default. -- To value the partnership, S&P applied a 7x multiple to its estimated post default run-rate EBITDA of about $180 million. The 7x multiple is in line with multiples used for peers and is consistent with its expectations of distressed multiples for a midstream company. S&P's valuation suggests a gross enterprise value of about $1.26 billion. Simulated default assumptions -- Simulated year of default: 2024 -- EBITDA at emergence: $180 million -- EBITDA multiple: 7x Simplified waterfall -- Net enterprise value (after 5% administrative costs): $1.2 billion -- Secured first-lien debt claims: $920 million --Recovery expectations: 90%-100%; rounded estimate: 95% -- Recovery rating: '1' -- Total value available to unsecured claims: $280 million -- Senior unsecured debt and pari passu claims: $765 million --Recovery expectations: 30%-50%; rounded estimate: 35% -- Recovery rating: '4' Note: All debt amounts include six months of prepetition interest. GNC HOLDINGS: Plan Amended for Harbin Sale ------------------------------------------ GNC Holdings, Inc., et al. submitted a Disclosure Statement for Second Amended Joint Chapter 11 Plan of Reorganization. On August 7, 2020 the Debtors filed a notice of their entry into a stalking horse agreement with Harbin Pharmaceutical Group Holding Co., Ltd. (or its designee) for the sale of substantially all of the Debtors' assets, which the Debtors believe will serve a critical function of setting a "floor" for further competitive bidding. Substantially contemporaneously with the noticing of the Stalking Horse Agreement, the Debtors filed the Amended Joint Chapter 11 Plan of GNC Holdings, Inc. and its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code and a Disclosure Statement. The Stalking Horse Agreement contemplates that the purchase price consideration paid by Harbin for the Purchased Assets and Assumed Liabilities will be as follows: (i) $550,000,000 in cash consideration, subject to adjustments as set forth more fully in the Stalking Horse Agreement, (ii) the issuance of an aggregate principal amount of Second Lien Loans equal to $210,000,000 subject to adjustments as set forth more fully in the Stalking Horse Agreement, (iii) the issuance of $10,000,000 in subordinated "PIK" convertible notes (the "Junior Convertible Notes"), the terms of which are set forth in Exhibit 2 to the Plan, to Holders of General Unsecured Claims, Convertible Unsecured Notes Claims, and Tranche B-2 Term Loan Deficiency Claims, subject to certain conditions set forth in the Plan, and (iv) the assumption of the Assumed Liabilities (as defined in the Stalking Horse Agreement) as set forth in Section 2.3 of the Stalking Horse Agreement, which includes the payment of cure costs and assumption of significant liabilities, including most operating liabilities. Pursuant to Stalking Horse Agreement, the Debtors will pay DIP Facilities Claims in full upon the closing of the Sale Transaction, provided that $200,000,000 (subject to adjustment), which includes amounts anticipated to be paid on account of the DIP Term Roll-Up Loan Claims, of the cash portion of the purchase price will be repaid to the holders of Tranche B-2 Term Loan Secured Claims. In conjunction with the Harbin Stalking Horse Bid, Harbin has agreed to provide a deposit of $57 million in cash (equal to 7.5% of the $760 million purchase price). The Debtors will request certain bid protections for Harbin, including a breakup fee of $22.8 million (3.0% of the purchase price) plus reimbursement of Harbin's expenses related to the Sale Transaction up to $3 million. Treatment of Certain Claims Tranche B-2 Term Loan Secured Claims will, in the event of a Sale Transaction constituting the Harbin Stalking Horse Bid, receive its Pro Rata Share of the total amount of Second Lien Loans issued in connection with the Sale Transaction in a principal amount equal to the Second Lien Loans Amount, and Cash equal to the Cash Purchase Price less (I) the DIP Obligations Payment Amount, (II) the Exit Cost Amount, and (III) the Wind-Down Amount. General Unsecured Claims, Convertible Unsecured Notes Claims, and Tranche B-2 Term Loan Deficiency Claims will be treated as follows; * If and only if the Class 4 Conditions have been met: In the event of a Sale Transaction constituting the Harbin Stalking Horse Bid in which the Unsecured Creditor Consideration Trigger Event occurred on or before the closing of such Sale Transaction resulting in the issuance of the Junior Convertible Notes, its Pro Rata Share of the Junior Convertible Notes, and (y) in the event of any other Sale Transaction, its Pro Rata Share of not less than $1 million in Cash, or (B) in the event of a Restructuring, its Pro Rata Share of (i) $1 million in Cash and (ii) the Class 4 Contingent Rights. * If the Class 4 Conditions have not been met: (A) In the event of a Sale Transaction, each Holder of Allowed General Unsecured Claim, Convertible Unsecured Notes Claim, and Tranche B-2 Term Loan Deficiency Claim shall receive its Pro Rata Share of any Sale Transaction Proceeds (other than, for the avoidance of doubt, any Second Lien Loans in a Sale Transaction constituting the Harbin Stalking Horse Bid) remaining after payment of (or funding of reserves in respect of) the Exit Cost Amount, Wind-Down Amount, DIP ABL FILO Facility Claims, DIP Term Facility Claims, Allowed Tranche B-2 Term Loan Secured Claims and all other Claims that are senior to Class 4 Claims. The Stalking Horse Agreement contemplates that the DIP Facilities Claims will be paid in full upon the closing of the Sale Transaction; provided that $200,000,000 (subject to adjustment and including amounts anticipated to be paid on account of the DIP Term Roll-Up Loans) of the cash portion of the purchase price will be repaid to the Tranche B-2 Term Lenders. That sum is subject to adjustments for, among other things, all as set forth in greater detail in the Stalking Horse Agreement: (i) the Debtors' financial performance through the closing of the Sale Transaction, (ii) payments made on account of Cure Costs, and other costs associated with the administration of the Chapter 11 Cases, including costs related to the Debtors’ emergence from bankruptcy. To the extent the Tranche B-2 Term Lenders would be expected to receive less than $185,000,000 in cash (inclusive of amounts to be paid on account of the DIP Term Roll-Up Loans), from the Sale Transaction after considering estimates for the costs described in the previous sentence, the Debtors retain the option of not consummating the Sale Transaction and consummating the Restructuring instead. For any shortfall in cash consideration to the Tranche B-2 Term Lenders below $200,000,000, the amount of Second Lien Loans shall increase dollar for dollar to ensure that the consideration paid to the Tranche B-2 Term Lenders is no less than $410,000,000, subject to certain limitations set forth in greater detail in the Stalking Horse Agreement. If the Debtors’ financial and operational performance improves prior to the closing of the Sale Transaction, such that the cash available to distribute to the Tranche B-2 Term Lenders exceeds $200,000,000, that excess would be used to pay down the Second Lien Loans. Financing of Purchase Price The Stalking Horse Agreement contemplates the financing of the cash portion of the purchase price from the proceeds of: (i) a $400,000,000 senior secured term loan facility to be provided by the Bank of China (the "BOC Facility"), and (ii) $150,000,000 in subordinated financing (which may be refinanced with senior indebtedness under certain circumstances). The capitalization of the entity that will operate the Debtors' businesses following the sale is designed, in part, to provide liquidity to the Debtors' business post-closing. The capitalization will be as follows: (i) $400,000,000 Senior Secured Term Loan Bank of China Facility, (ii) $210,000,000 Second Lien Term Loan Credit Agreement (subject to adjustments), (iii) $150,000,000 subordinated financing (which may be refinanced with senior indebtedness under certain circumstances), and (iv) $10,000,000 Junior Convertible Notes (subject to the issuance of such notes pursuant to the Stalking Horse Agreement). The Second Lien Loans issued to Holders of Allowed Tranche B-2 Term Loan Secured Claims would contain the following terms contemplated by the form of the Second Lien Term Loan Credit Agreement (the "Second Lien Credit Agreement"), substantially in the form filed with the Stalking Horse Agreement as Exhibit D thereto, subject in their entirety to final documentation. A full-text copy of the Disclosure Statement dated August 12, 2020, is available at https://tinyurl.com/y6rqgp2a from PacerMonitor.com at no charge. Counsel to the Debtors: Richard A. Levy Caroline A. Reckler Asif Attarwala Brett V. Newman LATHAM & WATKINS LLP 330 North Wabash Avenue, Suite 2800 Chicago, Illinois 60611 Telephone: (312) 876-7700 Facsimile: (312) 993-9767 Email: richard.levy@lw.com caroline.reckler@lw.com asif.attarwala@lw.com brett.newman@lw.com - and - George A. Davis Andrew C. Ambruoso Jeffrey T. Mispagel 885 Third Avenue New York, New York 10022 Telephone: (212) 906-1200 Facsimile: (212) 751-4864 Email: george.davis@lw.com andrew.ambruoso@lw.com jeffrey.mispagel@lw.com Michael R. Nestor Kara Hammond Coyle Andrew L. Magaziner Joseph M. Mulvihill YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 Email: mnestor@ycst.com kcoyle@ycst.com amagaziner@ycst.com jmulvihill@ycst.com About GNC Holdings GNC Holdings Inc. -- http://www.gnc.com/-- is a global health and wellness brand with a diversified omni-channel business. In its stores and online, GNC Holdings sells an assortment of performance and nutritional supplements, vitamins, herbs and greens, health and beauty, food and drink, and other general merchandise, featuring innovative private-label products as well as nationally recognized third-party brands, many of which are exclusive to GNC Holdings. GNC Holdings and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-11662) on June 23, 2020. Debtors disclosed $1,415,957,000 in assets and $895,022,000 in liabilities as of March 31, 2020. Judge Karen B. Owens oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP and Latham & Watkins, LLP as legal counsel; Evercore Group, LLC as investment banker and financial advisor; FTI Consulting, Inc. as financial advisor; and Prime Clerk as claims and noticing agent. Torys LLP is the legal counsel in the Companies' Creditors Arrangement Act case. GOVERNMENT OF GUAM: S&P Assigns 'B+ Long-Term Rating to 2020A COPs ------------------------------------------------------------------ S&P Global Ratings assigned its 'B+' long-term rating to the Government of Guam's (GovGuam) series 2020A certificates of participation (COPs). At the same time, S&P affirmed its 'BB-' rating on GovGuam's general obligation debt and 'B+' rating on its lease-appropriation bonds outstanding. The outlook on all the ratings is negative. Additionally, S&P affirmed its 'BB' rating with a negative outlook on GovGuam's series 2016A COPs issued by the Guam Education Financing Foundation's (GEFF) and secured by compact impact funds. S&P also affirmed its 'BB' long-term rating, with a negative outlook, on GovGuam's hotel occupancy tax (HOT), business privilege tax (BPT), and section 30 revenues bonds that have a close linkage to the obligor. Reports on each of these securities were published concurrently as part of this review. "The negative outlook continues to reflect a significant decline in tourism activity due to health and safety risks posed by the COVID-19 pandemic," said S&P credit analyst Timothy Little. The ensuing economic effects of the COVID-19-induced recession may erode revenues and financial performance to a level consistent with a lower rating within the next two years. However, despite the government's non-investment-grade ratings, S&P considers the government to have adequate resources to meet its obligations, but ongoing uncertainties surrounding economic conditions could have a material negative affect on its financial position. Absent the implications of COVID-19, S&P views GovGuam's environmental, social, and governance risks as elevated compared with other credits within the U.S. states sector. Governance risk stems from system support, the policy and fiscal relationship with the federal government, differing for territories from those of all U.S. states. As a result, S&P applies a negative adjustment of three notches to the indicative rating. The island's economic concentration in two major industries, the military and tourism, creates unique economic pressure. GovGuam also has a very high debt and liability profile, in part due to the level of services it provides and small taxing base. Additionally, environmental risks exist due to its exposure to rising sea levels and adverse weather events as a small island territory in the Pacific Ocean. S&P views the risks posed by the COVID-19 pandemic to public health and safety as a social risk, which, if sustained, could weaken the territory's economy, liquidity, and budgetary performance. In particular, the pandemic is having a substantial effect on the island's tourism industry. Generally, S&P's rating outlook timeframe is up to two years. Given the current uncertainty around the pandemic, S&P's view of the credit risks to GovGuam and its obligations centers on the more immediate budget effects in fiscal 2021, and is subject to change. Economic concentration in tourism and military spending makes the territory highly susceptible to factors beyond its control, including weather-related events, changes in federal disbursements, and international factors such as the ongoing COVID-19 pandemic. As a result, unforeseeable events could weaken the rating. Should a significant structural gap emerge and liquidity become strained, S&P may lower the rating. The duration and severity of recent events affecting the government's fiscal profile may result in faster deterioration of its credit quality should economic conditions change. GREER FARMS: Case Summary & 9 Unsecured Creditors ------------------------------------------------- Debtor: Greer Farms, Inc. 6023 CR 2300 Elk City, KS 67344 Business Description: Greer Farms, Inc. is a privately held company in the "Other Crop Farming" industry. Chapter 11 Petition Date: September 28, 2020 Court: United States Bankruptcy Court District of Kansas Case No.: 20-11214 Debtor's Counsel: Michael J. Morris, Esq. KLENDA AUSTERMAN LLC 1600 Epic Center 301 N. Main St. Wichita, KS 67202 Tel: 316-267-0331 Email: jmmorr@KlendaLaw.com Total Assets: $2,403,490 Total Liabilities: $1,845,362 The petition was signed by Jimmy G. Greer, 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/H6NQOEI/Greer_Farms_Inc__ksbke-20-11214__0001.0.pdf?mcid=tGE4TAMA GROWLERU FRANCO: Oct. 1 Hearing on Disclosure Statement ------------------------------------------------------- Judge Thomas B. McNamara has ordered that the Hearing to consider the adequacy of and to approve the Disclosure Statement of GrowlerU Franco, LLC will be held at Thursday, October 1, 2020, at 1:30 p.m. in Courtroom E, United States Bankruptcy Court for the District of Colorado, United States Custom House, 721 19th Street, Denver, Colorado. Objections to the Disclosure Statement must be filed and served not less than 14 days prior to the Hearing. About Growleru Franco GrowlerU Franco LLC, which conducts business under the name Growler USA, owns and operates a chain of pubs. It offers alcoholic beverages and dining services. Based in Centennial, Colo., GrowlerU Franco filed a voluntary Chapter 11 petition (Bankr. D. Colo. Case No. 19-20102) on Nov. 22, 2019. At the time of the filing, the Debtor was estimated to have assets of between [$1 billion to $10 billion] and liabilities of between $1 million to $10 million. Judge Thomas B. Mcnamara oversees the case. The Debtor tapped Jeffrey Weinman, Esq., as bankruptcy counsel; Pedro Robles as accountant; and Allen Vellone Wolf Helfrich & Factor P.C. as special counsel. GULFPORT ENERGY: Receives Noncompliance Notice from Nasdaq ---------------------------------------------------------- Gulfport Energy Corporation received a letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC on Sept. 21, 2020, notifying Gulfport that for a period of 30 consecutive business days preceding the date of the Notice, the bid price of Gulfport's common stock had closed below $1.00 per share, the minimum closing bid price required by the continued listing requirements of Nasdaq Listing Rule 5450(a)(1). The Notice has no immediate effect on the listing or trading of Gulfport's common stock on the Nasdaq Global Select Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Gulfport has 180 calendar days to regain compliance with the Minimum Bid Requirement. To regain compliance, the closing bid price of Gulfport's common stock must be at least $1.00 per share for a minimum of ten consecutive business days during this 180-day period. If Gulfport does not regain compliance with the Minimum Bid Requirement within 180 calendar days, Gulfport may be eligible for an additional 180 calendar days compliance period if it elects to transfer to the Nasdaq Capital Market. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards, with the exception of the Minimum Bid Requirement, and would need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to the Nasdaq staff that Gulfport will not be able to cure the deficiency, or if Gulfport does not meet the other listing standards, Nasdaq could provide notice that Gulfport's common stock will become subject to delisting. In the event Gulfport receives notice that its common stock is being delisted, Nasdaq rules permit Gulfport to appeal any delisting determination by the Nasdaq staff to a Hearings Panel. Gulfport intends to actively monitor the closing bid price of its common stock and will evaluate available options to regain compliance with the Minimum Bid Requirement. There can be no assurance that Gulfport will be able to regain compliance with the Minimum Bid Requirement or maintain compliance with the other listing requirements. About Gulfport Gulfport Energy Corporation (NASDAQ: GPOR) -- http://www.gulfportenergy.com/-- is an independent natural gas and oil company focused on the exploration and development of natural gas and oil properties in North America and a producer of natural gas in the contiguous United States. Headquartered in Oklahoma City, Gulfport holds significant acreage positions in the Utica Shale of Eastern Ohio and the SCOOP Woodford and SCOOP Springer plays in Oklahoma. In addition, Gulfport holds non-core assets that include an approximately 22% equity interest in Mammoth Energy Services, Inc. (NASDAQ: TUSK) and has a position in the Alberta Oil Sands in Canada through its 25% interest in Grizzly Oil Sands ULC. Gulfport Energy reported net loss of $2.0 billion for the year ended Dec. 31, 2019 as compared to net income of $430.6 million for the year ended Dec. 31, 2018. As of June 30, 2020, Gulfport had $2.58 billion in total assets, $2.35 billion in total liabilities, and $231.34 million in total stockholders' equity. * * * As reported by the TCR on March 4, 2020, Moody's Investors Service downgraded Gulfport Energy Corporation's Corporate Family Rating to Caa1 from B2. "The downgrade reflects rising financial risks amid low natural gas prices and limited hedging protection in place for Gulfport in 2020. This required the company to significantly reduce investment and allow production to fall significantly in 2020 in order to avoid new borrowings," commented Elena Nadtotchi, Moody's vice president - senior credit officer. H-CYTE INC: Receives $3M Gross Proceeds from Rights Offering ------------------------------------------------------------ As previously disclosed, on Aug. 5, 2020, H-Cyte entered into a standby purchase agreement with certain creditors who had previously purchased secured convertible notes and warrants, pursuant to which such creditors agreed (a) not to exercise any subscription rights they may receive as stockholders of the Company in the registered rights offering and (b) instead to purchase any Series A preferred stock corresponding to the unexercised rights in the rights offering up to an aggregate amount of approximately $2.8 million at the same subscription price. The amounts due under the standby purchase agreements became calculable and payable upon the expiration of the rights offering. On Sept. 11, 2020, the registered rights offering (Registration No. 333-239629) of the Company expired. Pursuant to the rights offering, on Sept. 24, 2020, the Company issued (i) 15,234,993 shares of its Series A preferred stock at a price of $0.014 per share to holders of its common stock who validly exercised their subscription rights prior to the expiration time and (ii) 203,049,643 shares of its Series A preferred stock to the standby purchasers as part of the standby commitment. The rights offering, including the standby component, resulted in gross proceeds to the Company of $3,055,984.90. While the rights offering expired on Sept. 11, 2020, it was not consummated until Sept. 24, 2020 while logistical closing conditions including the calculation and clearance of funds were being processed. In addition, on Sept. 24, 2020, the Company issued an aggregate of 330,303,755 shares of its Series A preferred stock to the holders of outstanding promissory notes in the aggregate principal amount and accrued interest of $4,574,048.74. The notes were converted pursuant to mandatory conversion triggered by the completion of the rights offering. Such shares were issued under an exemption from registration in reliance on Section 3(a)(9) of the Securities Act. The original notes were issued in reliance on Section 4(a)(2) of the Securities Act. About H-CYTE, Inc. Headquartered in Tampa, Florida, H-CYTE -- http://www.HCYTE.com/-- was formed to build and develop a diversified portfolio of innovative medical technology products and services to improve quality of life for patients. The DenerveX System is H-CYTE's first product and is intended to provide long-lasting relief from pain associated with facet joint syndrome. For biomedical services, H-CYTE manages Lung Health Institute. Lung Health Institute is in regenerative medicine that specializes in cellular therapies to treat chronic obstructive pulmonary disease (COPD) and other chronic lung diseases. In late 2019, H-CYTE's biologics division, LungCYTE, plans to submit an IND to the FDA to study novel and proprietary biologics for treatment of COPD. H-Cyte reported a net loss of $29.81 million for the year ended Dec. 31, 2019, compared to a net loss of $4.39 million for the year ended Dec. 31, 2018. As of March 31, 2020, the Company had $1.20 million in total assets, $6.89 million in total liabilities, $6.28 million in total mezzanine equity, and a total stockholders' deficit of $11.97 million. Frazier & Deeter, LLC, in Tampa, Florida, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 22, 2020 citing that the Company has negative working capital, has an accumulated deficit, has a history of significant operating losses and has a history of negative operating cash flow. Additionally, the Company has closed clinic operations and experienced significant losses related to COVID-19 in 2020. These factors raise substantial doubt about the Company's ability to continue as a going concern. H.R.H.C.C. INC: Claims to be Paid From Income and Sale of Assets ---------------------------------------------------------------- H.R.H.C.C., Inc. d/b/a H.R.H. Carriage Company submitted a Second Amended Plan of Reorganization. Class 1: The Class 1 claim of the james s. Wilkins, P.C. by James S. Wilkins shall be paid from the retainer held by the claim holder upon the Court’s approval of the claim holder’s fee, current cash reserves, and from future income of the Debtor; The Class 1 claim of the United States Trustee shall be paid as they become due. Class 2: The Class 2 Creditors consist of claims of Richard VanDyke, et al., whose claim is fully allowed, shall be paid as follows: Paid pursuant to the Confidential Settlement Agreement that was approved by this Court. Creditor has a total claim of $975,000.00. Class 3: The Class 3 Creditors consist of claims of Vista Point Services, LLC, et al. The claims shall be paid as follows: Over a period of 72 months prorated and with 3% interest commencing on September 15, 2020. Creditor has a total claim of 35,000.00. The distributions and payments provided for in the Amended Plan shall be funded by the revested Debtor's future business operations and sale of assets, if necessary. A full-text copy of the Disclosure Statement dated August 12, 2020, is available at https://tinyurl.com/y6ot82bw from PacerMonitor.com at no charge. Attorney for the Debtor: JAMES S. WILKINS, P.C. 1100 NW Loop 410, Suite 700 San Antonio, TX 78213 Tel: (210) 271-9212 Fax: (210) 271-9389 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. HARVEST PLASMA: Court Confirms Disclosures and Plan --------------------------------------------------- The Court ordered that Disclosure Statement of Harvest Plasma Torch Corporation and the Plan as modified by the Amendments and as further modified is confirmed. Under the Plan, Class 3 General Unsecured Claims are impaired and may recover 100% of their claims. Holders of Allowed General Unsecured Claims shall receive a Distribution from the Liquidating Trust of their pro rata share of the proceeds available to pay Unsecured Claims on account of their Allowed General Unsecured Claims as soon as practicable after the sale of the Assets and after payment of all higher priority Claims. Class 4 Equity Interests are impaired. The Holders of Equity Interests will not receive any Distribution under this Plan until the Holders of Allowed General Unsecured Claims have been paid in full. All resulting funds from the sale of the Debtor's assets and all other available proceeds will be distributed by the Liquidating Trustee to certain Holders of Allowed Claims as against the Debtor, whose Allowed Claims against the Debtor will be exchanged for a pro rata beneficial interest in the Liquidating Trust. A copy of the Plan Confirmation Order is available at: https://www.pacermonitor.com/view/PIPVBKI/Harvest_Plasma_Torch_Corporation__pawbke-19-21929__0201.0.pdf?mcid=tGE4TAMA Attorneys for the Debtor: Kirk B. Burkley, Esq. Keila Estevez, Esq. BERNSTEIN-BURKLEY, P.C. 707 Grant Street, Suite 2200, Gulf Tower Pittsburgh, PA 15219 Telephone: (412) 456-8100 Facsimile: (412) 456-8135 - and - David W. Parham, Esq. Amy M. Leitch, Esq. AKERMAN LLP 2001 Ross Avenue, Suite 3600 Dallas, TX 75201 Telephone: (214) 720-4300 Facsimile: (214) 981-9339 Attorneys for the Official Committee of Unsecured Creditors: William C. Price, Esq. CLARK HILL PLC 301 Grant Street, 14th Floor Pittsburgh, PA 15219 Telephone: (412) 394-7776 Facsimile: (412) 394-2555 About Harvest Plasma Torch Corp. Harvest Plasma Torch is an industrial torch company that manufactures high temperature torches to convert solid waste into synthetic gas, which can be used to generate electricity. On May 10, 2019, creditors Ronald Klatt, William Grichin and Denton Hough filed an involuntary Chapter 11 petition against the company (Bankr. W.D. Pa. Case No. 19-21929). The case is assigned to Judge Jeffery A. Deller. Bernstein-Burkley, P.C., is the Debtor's bankruptcy counsel. HEMATITE HOLDINGS: Gets Initial CCAA Order; KPMG Named Monitor -------------------------------------------------------------- The Ontario Superior Court of Justice (Commercial List) issued an order on Sept. 18, 2020, pursuant to the Companies' Creditors Arrangement Act. The order provided a stay of proceedings against Hematite Holdings Inc., Hematite Manufacturing Inc., Hematite Industrial Products Inc., Canadian Pavaco Inc., Pavaco Holdings U.s. Inc., Hematite, Inc. and Hematite Automotive Products Inc. until Oct. 2, 2020. Pursuant to the Initial CCAA Order, KPMG Inc. was appointed Monitor of the Company. On Sept. 22, 2020, each of the Companies filed petitions in the United States Bankruptcy Court for the District of Delaware for recognition of these CCAA proceedings in the United States pursuant to Chapter 15 of the Bankruptcy Code, thereby commencing the Companies' Chapter 15 cases. Copies of the Initial Order and other related documents have been posted on the Monitor's website at: https://home.kpmg/ca/hematitegroup. The Monitor can be reached at: KPMG Inc. Bay Adelaide Centre 333 Bay Street, Suite 4600 Toronto, ON Tel: 416-777-8500 Katherine J. Forbes Email: katherineforbes@kpmg.ca Tim Montgomery Email: timmontgomery@kpmg.ca Jojo Tang Email: Jojotang@kpmg.ca Nick Brearton Email: nbrearton@kpmg.ca Lawyers for the Monitor: Gowling (WLG) Canaada LLP 1 First Canadian Place 100 King Street West, Suite 1600 Toronto, ON M5X 1G5 Tel: (416) 369-7200 Fax: (416) 863-3509 Clifton Prophet Email: Clifton.prophet@gowlingwlg.com David Cohen Email: David.cohen@gowlingwlg.com Thomas Gertner Email: Thomas.gertner@gowlingwlg.com Lawyers for the Companies: McCarthy Tétrault LLP Suite 5300, Toronto Dominion Bank Tower Toronto, ON M5K 1E6 Fax: 416-868-0673 James D. Gage Tel: 416-601-7539 Email: jgage@mccarthy.ca Heather Meredith Tel: 416-601-8342 Email: hmeredith@mccarthy.ca Trevor Courtis Tel: 416-601-7643 Email: tcourtis@mccarthy.ca Hematite Holdings Inc. -- https://hematite.ca -- supplies component parts to the automotive manufacturing industry and counts Toyota, Fiat Chrysler Automobiles and Ford among its major customers. Hematite Holdings Inc. filed a Chapter 15 petition (Bankr. D. Del. Case No. 1:20-bk-12387) on Sept. 22, 2020. Matthew P. Ward Esq. at Womble Bond Dickinson (US) LLP. HERMITAGE OFFSHORE: Hires Perella Weinberg as Investment Banker --------------------------------------------------------------- Hermitage Offshore Services Ltd., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Perella Weinberg Partners LP, as investment to the Debtors. Hermitage Offshore requires Perella Weinberg to: (i) analyze business plans and forecasts of the Debtors; (ii) assess the financial issues and options concerning the sale of the Debtors, either in whole or in part; (iii) provide such financial analyses as the Debtors may require in connection with the Debtors' Chapter 11 cases; (iv) participate in calls and meetings with the Debtors and their advisors; and (v) participate in telephonic meetings with, and on behalf of, the Debtors. Perella Weinberg will be as follows: -- Monthly Financial Advisory Fee. A monthly financial advisory fee of $75,000 commencing as of May 1, 2020 with the first two installments payable upon the execution of the Engagement Letter and each subsequent payment due in advance on the first day of each month during the engagement, provided that 50% of each Monthly Fee shall be creditable against any M&A Fee or In-Court Restructuring Fee that becomes payable under the Engagement Letter. -- M&A Fee. An M&A fee equal to 1% of the Transaction Value payable promptly upon the consummation of an M&A Transaction. -- In-Court Restructuring Fee. In the case of a Restructuring that takes the form of an In-Court Restructuring, an in- court restructuring fee of $2,000,000, payable promptly upon consummation of such In-Court Restructuring; provided, however, that that the amount of any In-Court Restructuring Fee shall be reduced by any M&A Fee previously paid to the Firm by the Debtors pursuant to the Engagement Letter. -- Financing Fee. If the Debtors ask the Firm to assist in any Financing, either in a regular way transaction or an in- court process, including for any bankruptcy debtor-in- possession financing and bankruptcy exit financing, a financing structuring fee equal to (x) 1% of all gross proceeds from the issuance of secured debt by the Debtors, plus (y) 2% of all gross proceeds from the issuance of unsecured debt by the Debtors, plus (z) 4% of all gross proceeds from the issuance of any new equity or equity- linked security, which, for the avoidance of doubt, shall include convertible debt, by the Debtors, in each case payable upon closing of any Financing. Perella Weinberg will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas Haines, partner of Perella Weinberg Partners LP, 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. Perella Weinberg can be reached at: Thomas Haines PERELLA WEINBERG PARTNERS LP 767 Fifth Avenue New York, NY 10153 Tel: (212) 287-3200 About Hermitage Offshore Services Bermuda-based Hermitage Offshore Services Ltd. (previously Nordic American Offshore Ltd.) -- http://www.hermitage-offshore.com/-- is an offshore support vessel company that owns 23 vessels consisting of 10 platform supply vessels, or PSVs, two anchor handling tug supply vessels, or AHTS vessels, and 11 crew boats. The Company's vessels primarily operate in the North Sea or the West Coast of Africa. The Debtors' OSVs are all focused on, and used primarily in, the oil and gas business, including in the installation, maintenance, and movement of oil and gas platforms. Demand for the Debtors' services, as well as its operations, growth, and stability in the value of the OSVs depend on activity in offshore oil and natural gas exploration, development, and production. Hermitage Offshore Services Ltd. (Lead Debtor) (Bankr. S.D.N.Y. Case No. 20-11850) and 20 affiliates sought Chapter 11 protection on Aug. 11, 2020. The cases are assigned to Judge Martin Glenn. In the petitions signed by Cameron Mackey, director, the consolidated cases estimated assets and liabilities in the range of $100 million to $500 million. The Debtors tapped Brian S. Rosen, Esq., and Joshua A. Esses, Esq., at Proskauer Rose LLP as counsel. The Debtors tapped Perella Weinberg Partners L.P. as their Investment Banker. They tapped Napdragon Advisory AB as their Professional Shipping Advisory Firm. Prime Clerk LLC serves as the Debtors' Claims, Noticing and Solicitation Agent. HERMITAGE OFFSHORE: Hires Proskauer Rose as Counsel --------------------------------------------------- Hermitage Offshore Services Ltd., and its debtor-affiliates seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Proskauer Rose LLP, as counsel to the Debtors. Hermitage Offshore requires Proskauer Rose to: a. advise the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties; b. advise and consult on the conduct of these chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11; c. attend meetings and negotiating with representatives of creditors and other parties in interest; d. take all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; e. prepare pleadings in connection with these chapter 11 cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estates; f. represent the Debtors in connection with obtaining authority to continue using cash collateral and postpetition financing; g. advise the Debtors in connection with any potential sale of assets; h. appear before the Court and any appellate courts to represent the interests of the Debtors' estates; i. advise the Debtors regarding tax matters; j. take any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and k. perform all other necessary legal services for the Debtors in connection with the prosecution of these chapter 11 cases, including: (i) analyzing the Debtors' leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of liens against the Debtors; and (iii) advising the Debtors on corporate and litigation matters. Proskauer Rose will be paid at these hourly rates: Partners $1,245 to $1,595 Of Counsel $1,100 Associates $695 to $1,075 Paraprofessionals $465 to $540 On July 8, 2020, the Debtors paid Proskauer Rose the amount of $287,874.45 as retainer. The Debtors made additional advance payments totaling $649,104.10 in the aggregate, against which Proskauer Rose has billed $649,104.10 prior to the Petition Date, with $449,104.10 thereof been applied to Proskauer Rose's fees and expenses, leaving a balance retainer of $200,000 as of the Petition Date. Proskauer Rose will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Proskauer Rose currently rates are Partners, $1,245-$1,595; Of Counsel, $1,100; Associates, $695-$1,075; Paraprofessionals, $465-$540. Proskauer represented the Debtors during the twelve-month period before the Petition Date, using these hourly rates. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Proskauer Rose and the Debtors have discussed and agreed upon the services to be provided in the Chapter 11 Cases, the respective staffing needs and the projected costs and expenses associated therewith. Furthermore, Proskauer Rose understands that the Debtors, along with the U.S. Trustee, will maintain active oversight of the Firm's billing practices. Brian S. Rosen, partner of Proskauer Rose LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Proskauer Rose can be reached at: Brian S. Rosen, Esq. Joshua A. Esses, Esq. PROSKAUER ROSE LLP Eleven Times Square New York, NY 10036 Telephone: (212) 969-3000 Facsimile: (212) 969-2900 About Hermitage Offshore Services Ltd. Bermuda-based Hermitage Offshore Services Ltd. (previously Nordic American Offshore Ltd.) -- http://www.hermitage-offshore.com/-- is an offshore support vessel company that owns 23 vessels consisting of 10 platform supply vessels, or PSVs, two anchor handling tug supply vessels, or AHTS vessels, and 11 crew boats. The Company's vessels primarily operate in the North Sea or the West Coast of Africa. The Debtors' OSVs are all focused on, and used primarily in, the oil and gas business, including in the installation, maintenance, and movement of oil and gas platforms. Demand for the Debtors' services, as well as its operations, growth, and stability in the value of the OSVs depend on activity in offshore oil and natural gas exploration, development, and production. Hermitage Offshore Services Ltd. (Lead Debtor) (Bankr. S.D.N.Y. Case No. 20-11850) and 20 affiliates sought Chapter 11 protection on Aug. 11, 2020. The cases are assigned to Judge Martin Glenn. In the petitions signed by Cameron Mackey, director, the consolidated cases estimated assets and liabilities in the range of $100 million to $500 million. The Debtors tapped Brian S. Rosen, Esq., and Joshua A. Esses, Esq., at Proskauer Rose LLP as counsel. The Debtors tapped Perella Weinberg Partners L.P. as their Investment Banker. They tapped Napdragon Advisory AB as their Professional Shipping Advisory Firm. Prime Clerk LLC serves as the Debtors' Claims, Noticing and Solicitation Agent. HOLLYWOOD FOR CHILDREN: Case Summary & 8 Unsecured Creditors ------------------------------------------------------------ Debtor: Hollywood for Children, Inc. DBA The Audrey Hepburn Children's Fund 65 South Grand Avenue, 1st Floor Pasadena, CA 91105 Business Description: Hollywood for Children, Inc. is a New York non-profit charitable organization. Chapter 11 Petition Date: September 28, 2020 Court: United States Bankruptcy Court Central District of California Case No.: 20-18801 Debtor's Counsel: Daniel. A. Lev, Esq. SULMEYERKUPETZ, A PROFESSIONAL CORPORATION 333 South Grand Avenue Suite 3400 Los Angeles, CA 90071 Tel: 213-626-2311 Email: dlev@sulmeyerlaw.com Total Assets as of September 30, 2020: $31,719 Total Liabilities as of September 30, 2020: $1,423,923 The petition was signed by Paul G. Alberghetti, secretary/treasurer. A copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/JB3PMFA/Hollywood_for_Children_Inc_a_New__cacbke-20-18801__0001.0.pdf?mcid=tGE4TAMA IMERYS TALC: Unsecureds May Recover 100% of Their Claims -------------------------------------------------------- Imerys Talc America, Inc., et al. submitted a Disclosure Statement for Amended Joint Chapter 11 Plan of Reorganization. The voting deadline is Oct. 5, 2020, at 4:00 p.m. (Prevailing Eastern Time); provided that the Debtors are authorized to extend the Voting Deadline for any party entitled to vote on the Plan The deadline for objections to confirmation of the Plan is Oct. 5, 2020, at 4:00 p.m. (Prevailing Eastern Time) Objections to confirmation are due Oct. 30, 2020, at 4:00 p.m. (Prevailing Eastern Time) The hearing to consider confirmation of the Plan is Nov. 4, 2020, at 10:00 a.m. (Prevailing Eastern Time) The Debtors' stated purpose of the Chapter 11 Cases is to confirm a plan of reorganization that will maximize the value of the Debtors' assets for the benefit of all stakeholders and, pursuant to sections 524(g) and 105(a) of the Bankruptcy Code, will include a trust mechanism to address Talc Personal Injury Claims in a fair and equitable manner. The Plan Proponents believe that the Plan accomplishes these goals. Indeed, the Plan embodies a global settlement of issues (the "Imerys Settlement") among the Plan Proponents, and implements a comprehensive settlement among the Debtors, on the one hand, and Rio Tinto America Inc. ("Rio Tinto"), on behalf of itself and the Rio Tinto Captive Insurers (as defined below), and for the benefit of the Rio Tinto Protected Parties, and Zurich American Insurance Company, in its own capacity and as successor-in-interest to Zurich Insurance Company, U.S. Branch ("Zurich"), on behalf of itself and for the benefit of the Zurich Protected Parties, on the other hand, and consented to by the Tort Claimants’ Committee and the FCR (the "Rio Tinto/Zurich Settlement"). The Rio Tinto/Zurich Settlement finally resolves disputes over (i) alleged liabilities relating to the Rio Tinto Corporate Parties' prior ownership of the Debtors, (ii) alleged indemnification obligations of the Rio Tinto Corporate Parties, and (iii) the amount of coverage to which the Debtors claim to be entitled under the Talc Insurance Policies issued by the Zurich Corporate Parties and the Rio Tinto Captive Insurers. The Imerys Settlement and the Rio Tinto/Zurich Settlement will generate substantial recoveries for the holders of Talc Personal Injury Claims. The Plan also facilitates J&J's8 assumption of the defense of all J&J Talc Claims in accordance with the J&J Protocol Order and the J&J Protocol. Channeling Injunction The Channeling Injunction to be issued as part of the Plan will permanently and forever stay, bar, and enjoin holders of Talc Personal Injury Claims from taking any action for the purpose of directly or indirectly or derivatively collecting, recovering, or receiving payment of, on, or with respect to any Talc Personal Injury Claim other than from the Talc Personal Injury Trust pursuant to the Talc Personal Injury Trust Agreement and the Trust Distribution Procedures, or as otherwise set forth in the Trust Distribution Procedures. Each holder of a Talc Personal Injury Claim will have no right whatsoever at any time to assert its Talc Personal Injury Claim against any Protected Party (except nominally as set forth in the Trust Distribution Procedures solely with respect to J&J Talc Claims against the Debtors which shall be defended by J&J in accordance with the J&J Protocol Order after being channeled to the Talc Personal Injury Trust pursuant to the terms of the Plan) or any property or interest in property of any Protected Party. The effect of "channeling" Talc Personal Injury Claims to the Talc Personal Injury Trust is that Talc Personal Injury Claims may only be pursued against, and resolved by, the Talc Personal Injury Trust and in connection with the Trust Distribution Procedures, or as otherwise set forth in the Trust Distribution Procedures. Following the Effective Date of the Plan, Talc Personal Injury Claims may not be asserted against the Debtors, the Reorganized Debtors, or any other Protected Party; provided, however, that, pursuant to the Trust Distribution Procedures, holders of J&J Talc Claims will be permitted to pursue such claims in the tort system solely in accordance with the J&J Protocol Order and the J&J Protocol after such claims have been channeled to the Talc Personal Injury Trust. For the avoidance of doubt, Talc Personal Injury Claims include Indirect Talc Personal Injury Claims and Talc Personal Injury Demands. Contribution As provided in the Plan, on or prior to the Effective Date, the Imerys Non-Debtors have agreed to contribute, or cause to be contributed, the following to the Debtors or the Reorganized Debtors, as applicable (the "Imerys Cash Contribution"): the balance of the Intercompany Loan (as defined in Section 3.1(d)(2) of this Disclosure Statement) totaling approximately $18.6 million as of July 31, 2020, for the purpose of funding administrative expenses during the pendency of the Chapter 11 Cases, as well as certain of the Reserves. In addition to the Imerys Cash Contribution, the Imerys Non-Debtors have agreed to contribute, or cause to be contributed, the following to the Talc Personal Injury Trust (the "Talc Trust Contribution") on or prior to the Effective Date: a Pledge Agreement to be issued by Mircal Italia pursuant to which the Talc Personal Injury Trust will be granted an Encumbrance entitling the Talc Personal Injury Trust to fifty-one percent (51%) of the common stock of ITI in the event of a default under the Talc PI Note (the "Talc PI Pledge Agreement"). Finally, in addition to the Imerys Cash Contribution and the Talc Trust Contribution, on or prior to the Effective Date, the Imerys Non-Debtors have agreed to take the following actions (the "Additional Contribution"): The Plan incorporates the Rio Tinto/Zurich Settlement, a comprehensive settlement among the Debtors, on the one hand, and Rio Tinto, on behalf of itself and the Rio Tinto Captive Insurers, and for the benefit of the Rio Tinto Protected Parties, and Zurich, on behalf of itself and for the benefit of the Zurich Protected Parties, on the other hand, and consented to by the Tort Claimants’ Committee and the FCR, to resolve Talc Personal Injury Claims and the Rio Tinto/Zurich Released Claims (as defined below) against the Rio Tinto Protected Parties, the Rio Tinto Captive Insurers, and the Zurich Protected Parties (as applicable, and subject to the limitations provided in the Plan). The Rio Tinto/Zurich Settlement provides, inter alia, that: * Zurich will buy back any and all of the Debtors' rights under Talc Insurance Policies issued by the Zurich Corporate Parties, free and clear of any rights of third parties, pursuant to section 363 of the Bankruptcy Code, and Three Crowns Insurance Company Limited, Metals & Minerals Company Pte. Ltd., and Falcon Insurance Ltd. (collectively, or individually, as appropriate, the "Rio Tinto Captive Insurers") will buy back any and all of the Debtors' rights under Talc Insurance Policies issued by the Rio Tinto Captive Insurers, free and clear of any rights of third parties, pursuant to section 363 of the Bankruptcy Code, as set out in the Plan and in the Rio Tinto/Zurich Settlement Agreement that will be part of the Plan Supplement; and * the Rio Tinto Protected Parties and the Zurich Protected Parties will be released from the Rio Tinto/Zurich Released Claims and the Rio Tinto Protected Parties, the Rio Tinto Captive Insurers, and the Zurich Protected Parties will receive the benefit of the Channeling Injunction and related injunctive protections under the Plan, which will be effective after the Rio Tinto/Zurich Contribution (as defined below) is made to the Talc Personal Injury Trust. Rio Tinto (on behalf of itself and the Rio Tinto Captive Insurers and for the benefit of the Rio Tinto Protected Parties) and Zurich (on behalf of itself and for the benefit of the Zurich Protected Parties) will contribute $340 million in cash, along with certain rights of indemnification, contribution, and/or subrogation against third parties, to the Talc Personal Injury Trust, as follows: * On or prior to the date that is 30 days after the Rio Tinto/Zurich Trigger Date,12 Zurich will contribute, or cause to be contributed, $260 million in Cash to the Talc Personal Injury Trust. * On or prior to the date that is 14 days after the Rio Tinto/Zurich Trigger Date, Rio Tinto will contribute $80 million in Cash to the Talc Personal Injury Trust. * On the Rio Tinto/Zurich Trigger Date, or as soon as reasonably practicable thereafter (not to exceed three (3) Business Days), the appropriate Rio Tinto Corporate Parties and the appropriate Zurich Corporate Parties shall each execute and deliver to the Talc Personal Injury Trust, in a form reasonably acceptable to the Talc Personal Injury Trust, an assignment to the Talc Personal Injury Trust of (i) all of their rights to or claims for indemnification, contribution (whether via any "other insurance" clauses or otherwise), or subrogation against any Person relating to the payment or defense of any Talc Personal Injury Claim or any past talc-related claim against the Debtors prior to the Effective Date, and (ii) all of their other rights to or claims for indemnification, contribution (whether via any "other insurance" clauses or otherwise), or subrogation against any Person relating to any Talc Personal Injury Claim. The Rio Tinto/Zurich Settlement is further described in Articles VI and VII of this Disclosure Statement. Talc Personal Injury Trust The Plan contemplates the establishment of a Talc Personal Injury Trust that will assume all Talc Personal Injury Claims and resolve Talc Personal Injury Claims in accordance with the Talc Personal Injury Trust Documents. The Talc Personal Injury Trust Documents include the Talc Personal Injury Trust Agreement, the Trust Distribution Procedures, the Cooperation Agreement, and all other agreements, instruments, and documents governing the establishment, administration, and operation of the Talc Personal Injury Trust. The Trust Distribution Procedures are attached to the Plan as Exhibit A, the Talc Personal Injury Trust Agreement is attached to the Plan as Exhibit B, and the Cooperation Agreement and other Talc Personal Injury Trust Documents will be included in the Plan Supplement. On the Effective Date (unless otherwise noted below), the Talc Personal Injury Trust will receive the Talc Personal Injury Trust Assets, which include: * the right to receive the Rio Tinto/Zurich Contribution pursuant to the Rio Tinto/Zurich Settlement. For the reasons detailed in this Disclosure Statement, the Plan Proponents believe that there will be substantially more assets available to resolve Talc Personal Injury Claims under the Plan than would be the case if there were a chapter 7 liquidation. Pursuant to the Plan, the Imerys Non-Debtors, Rio Tinto, and Zurich are contributing substantial assets to the Talc Personal Injury Trust, which would not be otherwise available for holders of Talc Personal Injury Claims, as it is unlikely that any of those entities would proceed with the settlements set forth in the Plan and Disclosure Statement in the absence of the Injunctions. Also, pursuing litigation with such entities would be costly and time consuming for the Debtors' Estates and would carry litigation risk. In addition, the Plan anticipates a value-maximizing sale process that could result in additional proceeds being available for distribution to holders of Talc Personal Injury Claims. The Plan Proponents also believe that conversion of the Chapter 11 Cases to chapter 7 liquidation proceedings would substantially impact the costs and efficiency of administering the Talc Personal Injury Claims compared to the Talc Personal Injury Trust. For these and other reasons explained in detail herein, the Plan Proponents believe that all holders of Talc Personal Injury Claims, the only Class entitled to vote, should vote to accept the Plan. The J&J Protocol The Plan facilitates the J&J Protocol as approved by the Bankruptcy Court pursuant to the J&J Protocol Order. Pursuant to the J&J Protocol, J&J will assume the defense and control the resolution of Direct Talc Personal Injury Claims against a Debtor that have been channeled to the Talc Personal Injury Trust where the plaintiff alleges use of talcum powder products distributed by J&J, provided the claims have not reached a final resolution (e.g., no settlement has been reached and no non-appealable final judgment has been entered against a Debtor in a court of competent jurisdiction) (the "J&J Talc Claims") on the terms further described in Section 6.3 of this Disclosure Statement and the Trust Distribution Procedures. The J&J Protocol takes into account J&J's indemnification obligations to the Debtors by requiring J&J to assume the defense of all J&J Talc Claims that are channeled to the Talc Personal Injury Trust on the Effective Date while maintaining the Debtors' claims against J&J for past indemnification obligations resulting from costs and expenses incurred by the Debtors prior to the Effective Date with respect to or resulting from J&J Talc Claims. The J&J Protocol does not release J&J from any obligations that it may owe to another party and is subject to the terms of the Rio Tinto/Zurich Settlement. Recoveries Class 1 Priority Non-Tax Claims of North American Debtors and ITI. Creditors may recover 100% of their claims. Class 2 Secured Claims of North American Debtors and ITI. Creditors may recover 100% of their claims. Class 3a Unsecured Claims Against the North American Debtors. Creditors may recover 100% of their claims. Class 3b Unsecured Claims Against ITI. Creditors may recover 100% of their claims. Class 4 Talc Personal Injury Claims of North American Debtors and ITI. Class 5a Non-Debtor Intercompany Claims of North American Debtors and ITI. Creditors may not recover their claims. Class 5b Debtor Intercompany Claims of North American Debtors and ITI. Creditors may recover 100% of their claims. Class 6 Equity Interests in the North American Debtors. Creditors claim are cancelled. Class 7 Equity Interests in ITI. Creditors claim are reinstated. A full-text copy of the Disclosure Statement dated August 12, 2020, is available at https://tinyurl.com/yxvzc577 from PacerMonitor.com at no charge. Counsel for the Debtors: Mark D. Collins, Esq. Michael J. Merchant, Esq. Amanda R. Steele, Esq. Brett M. Haywood, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 E-mail: collins@rlf.com merchant@rlf.com steele@rlf.com haywood@rlf.com - and - Jeffrey E. Bjork, Esq. Kimberly A. Posin, Esq. Helena G. Tseregounis, Esq. Shawn P. Hansen, Esq. LATHAM & WATKINS LLP 355 South Grand Avenue, Suite 100 Los Angeles, California 90071-1560 Telephone: (213) 485-1234 Facsimile: (213) 891-8763 E-mail: jeff.bjork@lw.com kim.posin@lw.com helena.tseregounis@lw.com shawn.hansen@lw.com - and - Richard A. Levy, Esq. 330 North Wabash Avenue, Suite 2800 Chicago, Illinois 60611 Telephone: (312) 876-7700 Facsimile: (312) 993-9767 E-mail: richard.levy@lw.com Counsel for the Tort Claimants' Committee: Natalie D. Ramsey, Esq. Mark A. Fink, Esq. ROBINSON & COLE LLP 1201 North Market Street, Suite 1406 Wilmington, Delaware 19801 Telephone: (302) 516-1700 Facsimile: (302) 516-1699 E-mail: nramsey@rc.com mfink@rc.com - and - Michael R. Enright, Esq. 280 Trumbull Street Hartford, Connecticut 06103 Telephone: (860) 275-8290 Facsimile: (860) 275-8299 E-mail: menright@rc.com Counsel for the Future Claimants' Representative: Robert S. Brady, Esq. Edwin J. Harron, Esq. Sharon M. Zieg, Esq. YOUNG CONAWAY STARGATT & TAYLOR LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 E-mail: rbrady@ycst.com eharron@ycst.com szieg@ycst.com Counsel for Imerys S.A. and the Persons Listed on Schedule II of the Plan: Christopher Kiplok, Esq. Dustin P. Smith, Esq. Erin Diers, Esq. HUGHES HUBBARD & REED LLP One Battery Park Plaza New York, New York 10004 Telephone: (212) 837-6000 Facsimile: (212) 422-4726 E-mail: christopher.kiplok@hugheshubbard.com dustin.smith@hugheshubbard.com erin.diers@hugheshubbard.com About Imerys Talc America Imerys Talc and its subsidiaries --https://www.imerys-performance-additives.com/ -- are in the business of mining, processing, selling, and distributing talc. Talc is a hydrated magnesium silicate that is used in the manufacturing of dozens of products in a variety of sectors, including coatings, rubber, paper, polymers, cosmetics, food, and pharmaceuticals. Its talc operations include talc mines, plants, and distribution facilities located in: Montana (Yellowstone, Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas (Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet). It also utilizes offices located in San Jose, California and Roswell, Georgia. Imerys Talc America, Inc., and two subsidiaries, namely Imerys Talc Vermont, Inc., and Imerys Talc Canada Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13, 2019. The Debtors were estimated to have $100 million to $500 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Richards, Layton & Finger, P.A., and Latham & Watkins LLP as counsel; Alvarez & Marsal North America, LLC as financial advisor; and Prime Clerk LLC as claims agent. IMPRESSIONS IN CONCRETE: Unsecureds Will Get 50% of Net Profit -------------------------------------------------------------- Impressions In Concrete, Inc., submitted an Amended Disclosure Statement. Secured Claims are impaired: * Ally Bank Lease Trust filed a secured claim (Claim No. 11) in the amount of $24,956. This claim is based upon a lease of a 2017 Land Rover. Debtor will pay this claim in full plus 5.25% interest in monthly installments and the claim will be paid in full in 24 equal monthly payments. The payments will be approximately $1,100.00 per month with the first monthly payment being due and payable on the 15th day of the first full calendar month following 60 days after the effective date of the plan. * Bryn Mawr Equipment Finance filed a secured claim (Claim No. 3) in the amount of $27,000. This claim is secured by a 2019 Sany Mini Excavator. Debtor will pay this claim in full plus 5.25% interest in monthly installments and the claim will be paid in full in 60 equal monthly payments. The payments will be approximately $500.00 per month with the first monthly payment being due and payable on the 15th day of the first full calendar month following 60 days after the effective date of the plan. * Financial Pacific Leasing, Inc. filed a secured claim (Claim No. 6) in the amount of $56,823. This claim is secured by a 2013 John Deere 450J Bulldozer. Debtor will pay this claim in full plus 5.25% interest in monthly installments and the claim will be paid in full in 60 equal monthly payments. The payments will be approximately $1,100.00 per month with the first monthly payment being due and payable on the 15th day of the first full calendar month following 60 days after the effective date of the plan. * Financial Pacific Leasing, Inc. filed a secured claim (Claim No. 7) in the amount of $13,608. This claim is secured by a 2012 Wacker 10" Mini Excavator and a 2013 Terex PT70 Skid Steer. Debtor will pay this claim in full plus 5.25% interest in monthly installments and the claim will be paid in full in 60 equal monthly payments. The payments will be approximately $250.00 per month with the first monthly payment being due and payable on the 15th day of the first full calendar month following 60 days after the effective date of the plan. * Financial Pacific Leasing, Inc. filed a secured claim (Claim No. 8) in the amount of $5,209. This claim is secured by a Walk Behind Concrete Saw. San Debtor will pay this claim in full plus 5.25% interest in monthly installments and the claim will be paid in full in 60 equal monthly payments. The payments will be approximately $100.00 per month with the first monthly payment being due and payable on the 15th day of the first full calendar month following 60 days after the effective date of the plan. * Hitachi Capital filed a secured claim (Claim No. 17) in the amount of $30,394.58. This claim is secured by a 2015 Ford F250. Debtor will pay this claim in full plus 5.25% interest in monthly installments and the claim will be paid in full in 60 equal monthly payments. The payments will be approximately $575.00 per month with the first monthly payment being due and payable on the 15th day of the first full calendar month following 60 days after the effective date of the plan. General Unsecured Claims are impaired. The allowed general unsecured creditors will be paid as much of what they are owed as possible and will be mailed Impressions in Concrete, Inc's previous year's financial statement each year for five years. Each year, if the Reorganized Debtor made a profit, the Reorganized Debtor shall pay to the allowed unsecured creditors their pro-rata share of 50% of the net profit for the previous year, in twelve monthly payments beginning on September 15th of the year in which the financial statement is mailed to these creditors. Insiders will not be paid any pre-petition claims during the term of the Plan and their claims will be discharged upon confirmation of the Plan. Equity interest holders are parties who hold an ownership interest (i.e., equity interest) in Impressions in Concrete, Inc. The sole shareholder is David Smith. The shareholder will retain his interest in the Reorganized Debtor but will not receive dividends during the term of the plan of reorganization. Payments and distributions under the Plan will be funded by through future income from the operations of the company. A full-text copy of the Amended Disclosure Statement dated August 12, 2020, is available at https://tinyurl.com/y2g8vysq from PacerMonitor.com at no charge. About Impressions in Concrete Impressions in Concrete Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-35751) on Oct. 11, 2019. At the time of the filing, the Debtor was estimated to have assets of between $500,001 and $1 million and liabilities of the same range. The case is assigned to Judge Jeffrey P. Norman. The Debtor is represented by Russell Van Beustring, Esq., at The Lane Law Firm, PLLC. INGROS FAMILY: Hires Robert O Lampl Law as Counsel -------------------------------------------------- The Ingros Family, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Robert O Lampl Law Office, as counsel to the Debtor. Ingros Family requires Robert O Lampl to: a. assist in the administration of the Debtor's Estate; b. represent the Debtor on matters involving legal issues that are present or are likely to arise in the case; c. prepare any legal documentation on behalf of the Debtor; d. review reports for legal sufficiency; and e. furnish information on legal matters regarding legal actions and consequences and for all necessary legal services connected with Chapter 11 proceedings including the prosecution and defense of any adversary proceedings. Robert O Lampl will be paid at these hourly rates: Robert O Lampl $450 John P. Lacher $400 Ryan J. Cooney $300 Sy O. Lampl $250 Paralegal $150 Robert O Lampl will be paid a retainer in the amount of $25,000. Robert O Lampl will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert O Lampl, partner of Robert O Lampl Law Office, 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. Robert O Lampl can be reached at: Robert O Lampl, Esq. ROBERT O LAMPL LAW OFFICE 223 Fourth Avenue, 4th Fl. Pittsburgh, PA 15222 Tel: (412) 392-0330 Fax: (412) 392-0335 E-mail: rlampl@lampllaw.com About The Ingros Family The Ingros Family LLC, based in Beaver, PA, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 20-22606) on Sept. 4, 2020. In the petition signed by Jeffrey S. Ingros, manager, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. ROBERT O LAMPL LAW OFFICE, serves as bankruptcy counsel to the Debtor. INNOVATIVE DESIGNS: Gets Favorable Ruling in FTC Lawsuit -------------------------------------------------------- A judgment was entered in favor of Innovative Deigns, Inc. against the Federal Trade Commission as to all claims set forth in the FTC complaint. It was further ordered that as there were no remaining claims in the action the case shall be marked as closed. The case was heard in the United States District Court for the Western District of Pennsylvania. Case no. 16-1669 and related to a complaint filed by the FTC against the Company on Nov. 4, 2016, which alleged, among other matters, that the Company did not have substantiation for its claims regarding the R value and energy efficiency of its INSULTEX House Wrap products. About Innovative Designs Headquartered in Pittsburgh, Pennsylvania, Innovative Designs, Inc. operates in two separate business segments: cold weather clothing and a house wrap for the building construction industry. Both of its segment lines use products made from INSULTEX, which is a low-density foamed polyethylene with buoyancy, scent block, and thermal resistant properties. The Company has a license agreement directly with the owner of the INSULTEX Technology. Innovative Designs recorded a net loss of $841,979 for the year ended Oct. 31, 2019, compared to a net loss of $582,882 for the year ended Oct. 31, 2018. As of July 31, 2020, the Company had $1.56 million in total assets, $753,155 in total liabilities, and $811,956 in total stockholders' equity. Louis Plung & Company, LLP, in Pittsburgh, Pennsylvania, the Company's auditor since 2006, issued a "going concern" qualification in its report dated March 16, 2020 citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. The auditor further stated that, "In early 2020, an outbreak of a novel strain of coronavirus was identified and infections have been found in a number of countries around the world, including the United States. The coronavirus and its impact on trade including customer demand, travel, employee productivity, supply chain, and other economic activities has had, and may continue to have, a significant effect on financial markets and business activity. The extent of the impact of the coronavirus on our operational and financial performance is currently uncertain and cannot be predicted." INTERIM HEALTHCARE: U.S. Trustee Objects to Plan & Disclosure ------------------------------------------------------------- The United States Trustee for Region 5 objects to the Disclosure and Plan of Reorganization filed by Debtor Interim Healthcare of Southeast Louisiana, Inc. The U.S. Trustee objects to the broad exculpation provision, that the Debtor was not entitled to a discharge under 11 USC 1141(d)(3), and that the Plan Supplement had not been filed, among other things. The U.S. Trustee points out that the Amended Plan eliminates the Discharge provision formerly contained in §10.4 of the Plan, but left in the discharge Injunction at §10.6 of the Plan. The U.S. Trustee asserts that because the case is a liquidating Chapter 11 and Debtor is not entitled to a discharge under 11 U.S.C. §1141(d)(3), the injunction provided as a means to enforce the discharge should also be eliminated. The U.S. Trustee claims that the Plan does not meet the requirements of §1129(a), and that the discharge and related injunction are prohibited under §1141(d)(3). A full-text copy of the U.S. Trustee's objection to plan and disclosure statement dated August 11, 2020, is available at https://tinyurl.com/y32xzn8q from PacerMonitor at no charge. About Interim Healthcare of Southeast Louisiana Interim Healthcare of Southeast Louisiana, Inc., is a home health care services provider based in Covington, Louisiana. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. E.D. La. Case No. 19-13127) on Nov. 19, 2019. The Hon. Jerry A. Brown oversees the case. In the petition signed by Julia Burden, president and CEO, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Debtor is represented by Joseph Patrick Briggett, Esq., at Lugenbuhl, Wheaton, Peck, Rankin & Hubbard. INTERURBAN HOUSING: Seeks to Hire Sandler Michaud as Counsel ------------------------------------------------------------ Interurban Housing Corporation seeks authority from the U.S. Bankruptcy Court for the Eastern District of Louisiana to hire Marc R. Michaud, Esq. of Sandler Michaud, LLC as its counsel. Sandler Michaud will give the Debtor legal advice with respect to the Debtor's powers and duties as debtor-in-possession and to perform all legal services for the debtor-in-possession which may be necessary. Prior to the filing of this case, the Debtor paid $4,700 toward the flat fee of $12,300 and the filing fee of $1,710. Mr. Michaud assures the court that the firm has no connection with the Debtor, its creditors, its respective attorneys and accountants, the U.S. Trustee or any person employed in the office of the U.S. Trustee or any other party in interest or their attorneys. The firm can be reached through: Marc R. Michaud, Esq. SANDLER MICHAUD, LLC 1050 S. Jefferson Davis Pkwy., Ste. 219 New Orleans, LA 70125 Phone: (504) 291-8300 Fax: (504) 291-8301 Email: marc@smnola.com (Email) About Interurban Housing Corporation Interurban Housing Corporation filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 20-11440) on August 12, 2020. At the time of filing, the Debtor estimated $1,000,001 to $10 million in both assets and liabilities. Marc R Michaud at Sandler Michaud, LLC, represents the Debtor as counsel. Ryan James Richmond was appointed as Chapter 11 subchapter V Trustee. ISLET SCIENCES: Wants Plan Exclusivity Extended Thru Dec. 31 ------------------------------------------------------------ Islet Sciences, Inc., requests the U.S. Bankruptcy Court for the District of Nevada to extend the period within which it has the exclusive right to: (i) file a plan and a disclosure statement for an additional 118 days from September 4, 2020, through and including December 31, 2020; and (ii) solicit acceptances of the Chapter 11 plan for an additional 120 days from November 5, 2020, through and including March 5, 2021. The Covid-19 pandemic has crippled the U.S. economy since March 2020 and produced a series of operational and logistical problems for the Debtor, Islet Sciences says. The Debtor wants the exclusivity periods extended to: (i) avoid premature formulation of a Chapter 11 plan; (ii) allow the retention of experts of their reports and the potential participation of the Official Committee of Unsecured Creditors; and (iii) ensure the plan that is eventually formulated will take into account all the interests of the Debtor and its creditors. During the initial stages of this Chapter 11 Case, the Debtor has devoted its resources to successfully assuring a smooth transition into Chapter 11 and attempting to establish a collaborative and working relationship with the U.S. Trustee and the Debtor's largest creditors. The Debtor has sought to employ expert to analyze the bankruptcy estate and its assets and provide information necessary to determine the value of assets and viability of liabilities of the estate as part of their investigations. The Experts' investigations will culminate in reports, which will provide the necessary information and evidence of underpinning the plan of reorganization and disclosure statement. Experts are currently in the process of producing such necessary Reports. When complete, the Reports allow the Debtor to produce a plan of reorganization for review and comment by the Committee. The extension request is intended to facilitate an orderly, efficient, and cost-effective management of the Debtor's Chapter 11 Case in concert with the resolution by the Court of several claims that have yet to be resolved and to maximize value for all parties-in-interest, Islet Sciences adds. About Islet Sciences Inc. Islet Sciences, Inc. is a biotechnology company engaged in the research, development, and commercialization of new medicines and technologies for the treatment of metabolic diseases and related indications covering unmet medical needs. On May 29, 2019, creditors filed an involuntary Chapter 7 petition against Islet Sciences (Bankr. D. Nev. 19-13366). The case was converted to one under Chapter 11 on September 18, 2019. Judge Mike K. Nakagawa oversees the case. The Debtor has tapped Brownstein Hyatt Arber Schreck LLP and Schwartz Law PLLC as its legal counsel, Armstrong Teasdale LLP as special litigation counsel, and Portage Point Partners LLC as financial advisor. The U.S. trustee for Region 17 appointed a committee of unsecured creditors on Nov. 26, 2019. The committee is represented by Andersen Law Firm, Ltd. J.C. PENNEY: Hires Deloitte Financial as Accounting Advisor ----------------------------------------------------------- J.C. Penney Company, Inc. and its debtor-affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Deloitte Financial Advisory Services LLP as their fresh start accounting advisor. Services Deloitte FAS will render are: -- Planning for Debtors' determination of and substantiation of the fresh-start balance sheet under Accounting Services Codification ("ASC") 852: a. assist management in its development of an implementation approach for fresh start accounting, starting with any necessary training and support and culminating in a strategy and work plan for the project; b. advise and provide recommendations to management in connection with its determination of plan of reorganization ("POR") adjustments necessary to record the impact of the POR to the books of entry of the appropriate legal entities; and c. assist management in its determination of asset and liability fair values and other fresh-start adjustments as necessary to comply with the accounting and reporting requirements of ASC 852. This effort will be coordinated among, bankruptcy, accounting, tax and valuation specialists. -- Other related advice and assistance with accounting and financial reporting: a. advise management as it prepares accounting information and disclosures in support of public and/or private financial filings such as 10-K or 10-Q's or lender statements; b. assist management with other valuation matters as it deems necessary for financial reporting disclosures; c. advise management as it evaluates existing internal controls and/or develops new controls for fresh-start accounting implementation; and d. assist management with its responses to questions or other requests from the Debtors' external auditors regarding bankruptcy accounting and reporting matters. -- Application support: a. assist management in its preparation and implementation of the accounting treatments and systems updates for its fresh start accounting implementation as of the fresh start reporting date. -- Valuation services: a. assist the Debtors with their identification of tangible and intangible assets, as well as liabilities to be revalued at their fair value for fresh start accounting purposes; b. analyze fair value estimates or other valuations performed by others, if any and assist management in identifying additional efforts related to these estimates; c. assist management with its estimates of the fair value of specific assets, liabilities, reporting units and legal entities, as specified by management; d. advise the Debtors on allocating assets, liabilities and goodwill to reporting units; e. coordinate valuation information for auditor review, advise management as it addresses company-specific issues surrounding value allocation to specific assets, legal entities, cost centers, operating segments and/or reporting units; f. estimate fair market value of certain owned real property to assist management in its assessment of lease characterization for tax purposes; g. perform analysis to assist management in assessing the criteria outlined in IRS Revenue Procedures 2001-28 and 2001-29 for purposes of "true lease" characterization for tax purposes; and h. provide advice and recommendations to assist the Debtors with its financial reporting activities according to guidance set forth in ASC 350 and ASC 360. -- General advice and assistance with accounting and financial reporting: a. provide guidance on relevant accounting literature and guidance under U.S. GAAP and SEC rules and regulations on accounting and financial reporting inquiries; b. assist with drafting initial documentation with respect to Debtors' accounting and financial reporting policy decisions and positions; c. assist with preparation of responses to accounting related inquiries; d. perform financial reporting disclosure research and footnote disclosure benchmarking; and e. assist with drafting financial statement footnote disclosures. -- Other related services: a. provide advice and recommendations to management to assist it in determining the tax impact of the POR and fresh start to the financial statements; b. provide advice regarding the restructuring and emergence process from a tax perspective, including analyzing various structuring alternatives and cancellation of indebtedness; c. provide other state, federal, or international tax guidance. Deloitte FAS' hourly rate are: Bankruptcy Accounting and Emergence Accounting Services Partner/Principal/Managing Director $725 - $970 Senior Manager/Senior Vice President $650 - $690 Manager/Vice President $550 Senior Associate $400 - $485 Associate $290 - $390 General Advice and Assistance with Accounting and Financial Reporting Partner/Principal/Managing Director $595 Senior Manager/Senior Vice President $500 Manager/Vice President $425 Senior Associate $325 Other Personnel $200 Valuation Services Partner/Principal/Managing Director $510 - $590 Senior Manager/Senior Vice President $480 - $530 Manager/Vice President $450 - $500 Senior Associate $400 - $445 Associate $290 - $390 Fresh-Start Tax Services Partner/Principal/Managing Director $965 Senior Manager $870 Manager $745 Senior Consultant $635 Consultant $525 Junior Consultant $500 Anthony Sasso, managing director of Deloitte, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Anthony Sasso Deloitte Financial Advisory Services LLP 100 Kimball Drive Parsippany, NJ 07054 Phone: +1 973 602 6000 Fax: +1 973 602 5050 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. Debtors have 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. JACKIE LLC: Unsecured Creditors to Recover 100% Over 5 Years ------------------------------------------------------------ Debtor Jackie, LLC filed the Amended and Substituted Combined Plan of Reorganization and Disclosure Statement which proposes to pay creditors from cash flow from operations, and/or future income. Class 7 General Unsecured Claims consists solely of Debtor's allowed general unsecured, non-priority, undisputed, non-insider, claims in the aggregate amount of $61,526, excluding Central Bank. Unsecured creditors holding allowed claims will be paid $10,000 per year on a pro-rata basis until paid in full or five years, whichever occurs first. Unsecured creditors will be paid 100% over the life of the Plan. A full-text copy of the Amended and Substituted Combined Plan of Reorganization and Disclosure Statement dated August 6, 2020, is available at https://tinyurl.com/y3mds644 from PacerMonitor at no charge. Attorney for Debtor: KEECH LAW FIRM, P.A. 2011 South Broadway Little Rock, AR 72206 Tel: (501) 221-3200 E-mail: kkeech@keechlawfirm.com About Jackie, LLC Jackie, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Ark. Case No. 19-13670) on July 16, 2019, estimating under $1 million in both assets and liabilities. Keech Law Firm, PA, led by founding partner Kevin P. Keech, is the Debtor's counsel. JAMES M. THOMPSON: Hires Wilbur Smith as Special Counsel -------------------------------------------------------- James M. Thompson Enterprises, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Wilbur Smith, LLC, as special counsel to the Debtor. On August 10, 2020, the State of Florida, Department of Business and Professional Regulation unjustifiably issued its Order of Emergency Suspension of the Debtors' alcohol beverage license ("DBPR Order"), alleging that the Debor violated the State's mandate that restaurants limit capacity to 50% of its normal capacity. This Order obviously created a significant disruption to the Debtors' operations, so much so that the Debtor is currently closed to business. James M. Thompson requires Wilbur Smith to assist the Debtor in the appeal of the Emergency Suspension of License ordered by the State of Florida, Department of Business and Professional Regulation. Wilbur Smith will be paid at the hourly rate of $375. Wilbur Smith received from the Debtors a post retainer in the amount of $5,000. Wilbur Smith will also be reimbursed for reasonable out-of-pocket expenses incurred. Sawyer C. Smith, partner of Wilbur Smith, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Wilbur Smith can be reached at: Sawyer C. Smith, Esq. WILBUR SMITH, LLC 2200 Broadway, 3rd Floor Fort Myers, FL 33901 Tel: (239) 334-7696 About James M. Thompson Enterprises James M. Thompson Enterprises, Inc., is the parent company of several entities. James M. Thompson, Jr. controls the majority ownership in all of the companies by way of his ownership of JMTE. On Oct. 1, 2019, JMTE and five affiliates filed Chapter 11 bankruptcy petitions (Bankr. M.D. Fla. Lead Case No. 19-09351) in Fort Myers, Florida. JMTE was estimated to have assets of not more than $50,000 and liabilities of between $500,000 and $1 million. The affiliates are James M. Thompson One, LLC (Case No.19-09353); James M. Thompson Two, LLC (Case No. 19-093540; James M. Thompson Three, LLC (Case No. 19-09355); James M. Thompson Four, LLC (Case No.19-093570; and James M. Thompson Cape Coral, LLC (Case No. 19-09358). Dal Lago Law is the Debtor's legal counsel. JAMUNA TAXI: Unsecureds Will Get 30.6% in 4 Years ------------------------------------------------- Jamuna Taxi, LLC submitted a Plan and a Disclosure Statement. The debtor believes that the treatment of creditors under the Plan contemplates a greater recovery for such creditors than would be available under any alternative Plan or in a Chapter 7 liquidation. In this regard, the following important benefits are noted: * The parties have reached an agreement of mutually acceptable terms in full resolution of all claims held by OSK Bank, the majority creditor in the instant case. The terms of said agreement are incorporated herein in part and by reference to the full agreement. * As per the terms of the referenced agreement, the Plan offers the secured creditor OSK Bank a retention of the loan collateral consisting one of Taxi Medallion #7E42 in full satisfaction of the Secured Claim in the amount $200,000 of filed thereby. * Furthermore, in accordance to the referenced agreement, the plan offers a sum of $190,000.00 in full settlement of the unsecured portion of the claim of OSK Bank, in full and final settlement of the resulting deficiency amount. The payment terms of the agreed upon deficiency settlement in the amount of $190,000 shall be paid as follows: 60 monthly payments of 1777.26. As per the terms of the referenced agreement, in full settlement of the unsecured deficiency claim. The plan offers the Secured Creditor Bayview Loan Servicing, LLC, for the property located at 2782 East 16th Street, Brooklyn, NY 11235, continued payments in accordance with the original terms of the mortgage note. The plan offers the Secured Creditor Citibank, N.A., continued payments in accordance with the original terms of the home equity line of credit agreement. The Plan offers the General Unsecured Creditors in the case a distribution of 30.6% of the total amount of unsecured debt over a period of 48 months. No distribution, or a de minimus distribution, would likely be available in a Chapter 7 liquidation of the Debtor. The plan does not provide treatment for the claims of the Secured Creditor Toyota Motor Credit Corporation (Claims #1-1 and #2-1) AS the Auto Loans have been paid in full as of the date of this Plan in accordance with the original financing terms. Satisfactions of the auto liens shall be filed promptly. The Plan will be financed from income generated from the Debtor’s self-employment as a full time self-employed driver for Uber, Dial, Lyft and other providers, not as an owner operator of the referenced taxi medallion, as he is at present. A full-text copy of the Disclosure Statement dated August 12, 2020, is available at https://tinyurl.com/y6p39bqx from PacerMonitor.com at no charge. Attorney for the Debtor Jamuna Taxi: Thomas A. Farinella, Esq. Law Office of Thomas A. Farinella, P.C. 260 Madison Avenue, 8th New York, New York 10016 tf@lawtaf.com About Jamuna Taxi Corp. Jamuna Taxi Corp., filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 19-13304) on Oct. 17, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Thomas A. Farinella, Esq., at the Law Office of Thomas A. Farinella, P.C. JEFFERIES FINANCE: S&P Rates New $350MM Incremental Term Loan 'BB-' ------------------------------------------------------------------- S&P Global Ratings said it assigned its 'BB-' senior secured debt rating to Jefferies Finance LLC's (JFIN's; BB-/Negative/--) proposed $350 million seven-year incremental term loan facility. JFIN intends to enter into an amendment under the existing credit agreement dated June 3, 2019, to establish the term loan commitments, as well as an incremental revolving credit facility of $20 million maturing on June 3, 2022. The company intends to use proceeds from the term loan, along with available cash, to redeem its $369 million of 7.25% senior notes due 2024. The refinancing will be essentially leverage neutral and will reduce interest expense in future periods. S&P still expects leverage will decline to near 4.5x debt to adjusted total equity by November 2020. JM DAIRY: Gets Court Approval to Hire Special Counsel ----------------------------------------------------- JM Dairy Inc. received approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire Edmundo Rosaly Rodriguez, Esq., an attorney practicing in Sabana Grande, P.R., as its special counsel. Mr. Rodriguez will represent Debtor in the administrative proceeding cited by the Office of Milk Industry Regulatory Administration for allegedly altering the chloride in its raw milk production. The attorney received a retainer in the amount of $2,000. Mr. Rodriguez disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Mr. Rodriguez holds office at: Edmundo Rosaly Rodriguez, Esq. PO Box 1500 Sabana Grande, PR 00637 Telephone: (787) 448-3593 Email: edrosaly@msn.com About JM Dairy Inc. JM Dairy Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 19-02168) on April 18, 2019. At the time of the filing, Debtor had estimated assets of between $100,001 and $500,000 and liabilities of the same range. Judge Enrique S. Lamoutte oversees the case. The Law Firm of L.A. Morales & Associates, P.S.C. serves as Debtor's legal counsel. JONATHAN R. SORELLE: Nevada State Bank Objects to Disclosures ------------------------------------------------------------- Secured creditor Nevada State Bank filed an objection to the Jonathan R. Sorelle, M.D., PLLC, et al.'s Disclosure Statement. Secured Creditor complains that the disclosure statement fails to provide sufficient information to allow secured creditors to make informed decisions with respect to 11 U.S.C. Sec. 1111(b). Secured Creditor asserts that the Debtor has provided false and incomplete information in his disclosure statement. According to Secured Creditor, the Disclosure Statement fails to provide sufficient factual information or financial disclosures as required by 11 U.S.C. Sec. 1125(b). Secured Creditor points out that the disclosure statement fails to demonstrate how the Debtors or their affiliates propose to pay for either the ongoing monthly payments or the matured loans in full once the proposed plan is confirmed. Secured Creditor complains that the Debtors' Disclosure Statement does not provide adequate information to show how they are able to pay the matured loans in full now or in the near future. Secured Creditor asserts that the Debtors' Plan also proposes that any guaranty liability for Secured Creditor's claims will be discharged. However, it is unclear if Debtors are attempting to discharge the guaranty liability for only the Debtors or for the non-debtor insiders as well. According to Secured Creditor, the Debtor's proposed plan is not confirmable because of the defects identified by this Secured Creditor. Attorney for Secured Creditor Nevada State Bank: Jeffrey R. Hall (9572) Matthew K. Schriever (10745) HUTCHISON & STEFFEN, PLLC 10080 West Alta Drive, Suite 200 Las Vegas, NV 89145 About Jonathan R. Sorelle M.D. Jonathan R. Sorelle, M.D., PLLC, The Minimally Invasive Hand Institute, LLC and Jonathan R. Sorelle, filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case Nos. 19-17870, 19-17871 and 19-17872, respectively) on Dec. 12, 2019. The Debtors each listed less than $1 million in both assets and liabilities. The Debtors tapped Brownstein Hyatt Farber Schreck, LLP as their legal counsel, and Inouye CPA LLC as their accountant. KB US HOLDINGS: Hires Prime Clerk as Administrative Advisor ----------------------------------------------------------- KB US Holdings, Inc. and affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Prime Clerk LLC as its administrative advisor. The Debtors require Prime Clerk to: (a) assist with, among other things, solicitation, balloting and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices and institutional holders; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; (d) provide a confidential data room, if requested; (e) manage and coordinate any distributions pursuant to a chapter 11 plan; and (f) provide such other processing, solicitation, balloting and other administrative services described in the Engagement Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtors, the Court or the Office of the Clerk of the Bankruptcy Court. Prime Clerk will be paid at hourly rates as follows: Director of Solicitation $215 Solicitation Consultant $195 COO and Executive VP No charge Director $175-$195 Consultant/Senior Consultant $70-$170 Technology Consultant $35-$95 Analyst $30-$55 Prime Clerk will also be reimbursed for out-of-pocket expenses incurred. Benjamin Steele, a partner at Prime Clerk LLC, assured the court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Prime Clerk can be reached at: Benjamin J. Steele Prime Clerk LLC 830 3rd Avenue, 9th Floor New York, NY10022 Tel: (212) 257-5450 Email: bsteele@primeclerk.com 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. KB US HOLDINGS: Oct. 13 Auction of Substantially All Assets Set --------------------------------------------------------------- Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York authorized the bidding procedures proposed by KB US Holdings, Inc. and affiliates in connection with the sale of substantially all assets to TLI Bedrock, LLC for approximately $75 million, subject to overbid. The Debtors' entry into and performance under the Stalking Horse Purchase Agreement is approved. The Stalking Horse Bidder will be deemed a Qualified Bidder, and the bid of the Stalking Horse Bidder contemplated by the Stalking Horse Purchase Agreement will be deemed a Qualified Bid. The Debtors are authorized to pay the Termination Fee and Negotiated Expense Amount, subject to the terms and limitations of the Stalking Horse Purchase Agreement. To the extent payable subject to such terms and limitations, the Termination Fee and Negotiated Expense Amount will constitute a first-priority administrative expense of the Debtors and will be paid within two days of the Sale Closing from the proceeds of any Sale with a party other than the Stalking Horse Bidder in connection with the Acquired Assets, and without need of further order or application to the Bankruptcy Court. No other termination payments are authorized or permitted under the Order. The salient terms of the Bidding Procedures are: a. Bid Deadline: Oct. 9, 2020 at 12:00 p.m. (ET) b. Initial Bid: A monetary value greater than the sum of (i) the Purchase Price set forth in the Stalking Horse Purchase Agreement, (ii) the Termination Fee, and (iii) $500,000 c. Deposit: 10% of the cash Purchase Price of the Bid d. Auction: The Auction, if any, will take place at 10:00 a.m. (ET) on Oct. 13, 2020 at the offices of Proskauer Rose LLP, Eleven Times Square, New York, New York 10036, or at such other venue (or by such other medium) as may be agreed to by the Debtors and the Consultation Parties, or such later date and time as selected by the Debtors after consultation with the Consultation Parties. e. Bid Increments: $500,000 f. Sale Hearing: In accordance with the Bidding Procedures, if: (a) the Stalking Horse Bid is the only Qualified Bid received by the Debtors in respect of the Assets by the Bid Deadline, the Sale Hearing for the Assets will be held before the Court on Oct. 13, 2020, at 10:00 a.m. (ET); or (b) if a Qualified Bid other than the Stalking Horse Bid is received by the Debtors in respect of the Assets by the Bid Deadline, the Sale Hearing for the Assets will be held on Oct. 15, 2020 at 10:00 a.m. (ET). g. Sale Objection Deadline: (i) Oct. 9, 2020 at 12:00 p.m. (ET) if the Sale Objection is with respect to the sale of the Acquired Assets to the Stalking Horse Bidder pursuant to the Stalking Horse Purchase Agreement; or (ii) on or before the date and time of the Sale Hearing, if the Sale Objection is with respect to the Successful Bidder(s) other than the Stalking Horse Bidder h. Any Qualified Bidder that has a valid and perfected lien on any Assets and the right to credit bid claims secured by such liens will have the right to credit bid all or a portion of such Secured Creditor's secured claims. The form of Sale Notice is approved. Within two business days after the entry of the Order, the Debtors will serve the Order, the Bidding Procedures, and Sale Notice upon the entities on the Master Service List, the Sale Notice Parties, and any party that has requested notice pursuant to Bankruptcy Rule 2002. The Debtors will provide to requesting Contract Counterparties, and their counsel, via email the Adequate Assurance Information (a) with respect to the Stalking Horse Bidder on Sept. 18, 2020 at 4:00 p.m. (ET), and (b) with respect to the Bidders, other than the Stalking Horse Bidder, on Oct. 9, 2020 at 4:00 p.m. (ET). Within one calendar day after the conclusion of the Auction (or as soon as reasonably practicable thereafter), the Debtors will file with the Court and serve on the Sale Notice Parties, and cause to be published on the Noticing Agent's website, the Notice of Auction Results. The form of the Cure Notice is approved. On Sept. 18, 2020, the Debtors will file with the Court and serve and upon the Contract Counterparty's counsel of record (if known), the Cure Notice on all Contract Counterparties, and post the Cure Notice to the website of the Noticing Agent (https://cases.primeclerk.com/KB). The Cure Objection Deadline is Oct. 2, 2020 at 4:00 p.m. (ET). Notwithstanding the possible applicability of Bankruptcy Rules 6004(h), 6006(d), 7062, or 9014, or any applicable provisions of the Bankruptcy Rules or the Local Rules or otherwise stating the contrary, the terms and conditions of the Order are immediately effective and enforceable upon its entry, and any applicable stay of the effectiveness and enforceability of the Order is waived. A copy of the Agreement and the Bidding Procedures is available at https://tinyurl.com/yyu9gzux from PacerMonitor.com free of charge. 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. KEAST ENTERPRISES: $535K Sale of Cyclone Feedlot to Vorthmanns OK'd ------------------------------------------------------------------- Judge Anita L. Shodeen of the U.S. Bankruptcy Court for the Southern District of Iowa authorized Keast Enterprises, Inc., Cyclone Cattle, LLC, and Hatswell Farms, Inc., to sell Cyclone's feedlot comprising of approximately 88 acres located at 36488 Beechnut Road, Carson, Iowa and legally described as Macedonia TWP 18-74-40 PT E1/2 SW & PT W1/2 SE COMM 670.41'E NW Cor NW SE TH SE576.59' SWLY926.8' ELY268.73' SLY440.8' SW353.27' S610.24' W1920.03' N1397.32' NELY1487.23’ E294.12' to POB (Parcel A), to Aaron Vorthmann and related parties for $535,000. A telephonic hearing on the Motion was held on Sept. 21, 2020. The sale is free and clear of all liens. The closing will occur as soon as practicable on a date mutually agreeable to the parties. The record will constitute the Court's findings and conclusions pursuant to Federal Rules of Bankruptcy Procedure 7052 and 9014. About Keast Enterprises Keast Enterprises Inc. and Hatswell Farms, Inc., are engaged in corn and soybeans farming. Cyclone Cattle LLC owns a cattle feed lot. The Debtors filed Chapter 11 petitions (Bankr. S.D. Iowa Lead Case No. 18-00856) on April 17, 2018. At the time of filing, Keast Enterprises disclosed $10.08 million in assets and $15.11 million in liabilities. Jeffrey D. Goetz, Esq., at Bradshaw Fowler Proctor & Fairgrave P.C., is the Debtor's counsel. McGrath North Mullin & Kratz, PC LLO, is the special counsel. JT Korkow, d/b/a Northwest Financial Consulting, is its financial advisor. The U.S. Trustee for Region 12 appointed an official committee of unsecured creditors on May 11, 2018. The committee retained Sugar Felsenthal Grais & Helsinger LLP as its legal counsel. KIMBLE DEVELOPMENT: Seeks Authority to Use Cash Collateral ----------------------------------------------------------- Kimble Development Baton Rouge I LLC asks the U.S. Bankruptcy Court for the Middle District of Louisiana to enter an order authorizing the Debtor to use cash collateral, granting adequate protection, scheduling and approving the form and method of notice of the final hearing on the Motion, and for other related relief as necessary. Home Bank asserts a secured claim against the Debtor in the amount of $1,289,745.69. Home Bank holds a multiple indebtedness mortgage against the Debtor’s real property which also provides for a lien on the Debtor’s rent and lease receivables. The Debtor believes the Secured Creditor is adequately protected by the equity cushion in the real property. The Secured Creditor’s proof of claim reflects a value of approximately $1.6 million and a debt of approximately $1.3 million, leaving an approximately $300,000 equity cushion. In addition to the equity cushion, the Debtor proposes the following as adequate protection to the Secured Creditor: granting of Adequate Protection Liens, subject and subordinate only to a $75,000 Carve-Out for payment of U.S. Trustee fees and professional fees incurred in the case, and payment of Adequate Protection Payments. The Debtor says all Cash Collateral now existing and later acquired will be deposited and maintained by the Debtor in the required Debtor In Possession bank account, pending disbursement in the ordinary course of business of the Debtor consistent with the provisions of the cash collateral order to be entered by the court and the proposed budget by the Debtor. The aggregate amount of the Secured Creditor’s claim is between $1.1 million to $1.3 million. The Budget includes a line item to pay the Secured Creditor $5,000.00 per month during the Budget period. A copy of the motion is available at https://bit.ly/3mVHaKg from PacerMonitor.com. About Kimble Development Baton Rouge I LLC Kimble Development Baton Rouge I LLC is a Louisiana limited liability company that owns and operates a shopping center complex located in Baton Rouge. It filed for relief under chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. La. Case No. 20-10632) on September 8, 2020. The Case is assigned to Judge Douglas D. Dodd. The Debtor is represented by Cherie Dessauer Nobles, Esq., at Heller, Draper, Patrick, Horn & Manthey, L.L.C. KING MOUNTAIN TOBACCO: Excise Tax Demand Prompts Ch. 11 Filing -------------------------------------------------------------- Mai Hoang of Yakima Herald-Republic reports that the long-standing taxation issue between King Mountain Tobacco Co. Inc. and the federal government took a sudden turn recently when the company filed for Chapter 11 bankruptcy protection. The Yakama cigarette maker said it was forced to file after the federal Alcohol and Tobacco Tax and Trade Bureau sent a final notice to King Mountain on Aug. 25, 2020 demanding repayment of $75 million in outstanding excise taxes, interest and late fees. In that notice, the bureau threatened to levy against the company's assets if payment was not made within 30 days. With the company unable to make the entire payment on short notice, filing bankruptcy was the only means to prevent closure and the loss of 66 jobs, King Mountain CEO Jay Thompson said in a phone interview Sept. 28, 2020. It would be devastating to the Yakama Nation, which has had to contend with poverty and high unemployment, he said. "The clock was ticking," Thompson said. "We needed to protect our business and protect our employees, and this was the only way to do this." According to a declaration filed by Thompson in U.S. Bankruptcy Court, the company employs 63 full-time and three part-time employees. King Mountain has maintained that the tribal-owned enterprise should be exempt from federal excise taxes because it operates on tribal land held in federal trust, and taxation is barred under the 1855 Yakama Treaty. However, in 2014, the U.S. District Court ruled in favor of the federal government and said King Mountain must pay $58 million in federal excise taxes and fees dating back to 2009. The court ruled that cigarettes are a manufactured product, not derived directly from the land, and therefore subject to taxes. That ruling was upheld by the Ninth Circuit Court of Appeals. In 2019, the U.S. Supreme Court denied King Mountain's request to review the case further. In his declaration, Thompson wrote that the company reached settlements over unpaid taxes with other state and federal agencies, such as the U.S. Department of Agriculture. The company, through attorneys, has also been in communication with the Department of Justice in hopes of resolving unpaid taxes with the Alcohol and Tobacco Tax and Trade Bureau. Thompson said the company disclosed financial records to explain cash flow and its ability to pay. Those records showed that the company's gross revenues in 2019 were $30 million. Thompson also pointed out that King Mountain has been current on federal excise taxes charged since April 2013. On Monday, Sept. 28, 2020, Thompson said communication had become less frequent in recent months, but he chalked that up to the COVID-19 pandemic. So when Thompson received the notice, he said he was in shock. "We thought we were in good faith negotiating with them," he said. Lawsuit seeks refund The company also filed a complaint in U.S. District Court seeking a refund of $26 million in federal taxes. The company says the taxes were collected on cigarettes manufactured for sale to tribal members, and from tobacco grown on tribal reservation land. In the complaint, the company contends that it should not be charged for cigarettes that remain inside the Yakama Nation or are sold to other tribal nations. This latest lawsuit seeks to make points not brought up in the previous U.S. District Court case, said Jack Fiander, a Yakima attorney representing King Mountain in the U.S. District Court case. One question raised in the lawsuit is whether it's lawful for the federal government to charge taxes on a product that is made on tribal land and purchased and used by members of tribal nations. Fiander points out that cigarette companies are not charged excise tax when exporting product to other countries. "Is it discriminatory to treat a tribal nation differently?" he said. For Trina Wheeler, chair of King Mountain's board of directors, the sudden payment notice, the bankruptcy filing and the recent federal lawsuit are the latest in a tiring battle for the federal government to honor the provisions of the Yakama Treaty. Wheeler's husband, Delbert Wheeler, was working on an appeal of the U.S. District Court ruling against King Mountain when he died in 2016. "We're constantly battling it out in court for the U.S. government to honor our treaty like they do with other nations," she said. About King Mountain Tobacco King Mountain Tobacco Company, Inc. -- https://www.kingmountaintobacco.com -- is a Native American owned premium tobacco manufacturer. Its products are 100% manufactured in the United States. King Mountain Tobacco Company sought Chapter 11 protection (Bankr. W.D. Wash. Case No. 20-01808) on Sept. 25, 2020. The Debtor disclosed total assets of $28,586,378 and total liabilities of $92,425,329 as of the bankruptcy filing. The Hon. Whitman L. Holt is the case judge. James L. Day, Esq., of BUSH KORNFELD LLP, serves as counsel to the Debtor. LAKES EDGE: Case Summary & 6 Unsecured Creditors ------------------------------------------------ Debtor: The Lakes Edge Group, LLC 301 Walkertown Ave Winston Salem, NC 27105 Business Description: The Lakes Edge Group, LLC classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: September 24, 2020 Court: United States Bankruptcy Court Middle District of North Carolina Case No.: 20-50715 Judge: Hon. Lena M. James Debtor's Counsel: Erik M. Harvey, Esq. BENNETT GUTHRIE PLLC 1560 Westbrook Plaza Dr. Wintson Salem, NC 27103 Tel: 336-765-3121 Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Mark Fletcher, authorized representative. A copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ES5J2IQ/The_Lakes_Edge_Group_LLC__ncmbke-20-50715__0001.0.pdf?mcid=tGE4TAMA LAPEER INDUSTRIES: Committee Hires Miller Canfield as Counsel ------------------------------------------------------------- The Official Committee of Unsecured Creditors of Lapeer Industries, Inc., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Michigan to retain Miller Canfield Paddock and Stone, P.L.C., as counsel to the Committee. The Committee requires Miller Canfield to: a. attend the meetings of the Committee; b. review financial and operational information furnished by the Debtor to the Committee; c. analyze and negotiate the budget and the terms of the Debtor's use of cash collateral and debtor-in-possession financing; d. assist in the Debtor's efforts to reorganize or sell its assets in a manner that maximizes value for creditors; e. review and investigate prepetition transactions in which the Debtor and its insiders were involved; f. assist the Committee in negotiations with the Debtor and other parties in interest on the Debtor's proposed Chapter 11 plan and exit strategy for this case; g. confer with the Debtor's management, counsel and financial advisor and any other retained professional; h. confer with principals, counsel and advisors of the Debtor's secured parties and equity holders; i. review the Debtor's schedules, statements of financial affairs and business plan; j. advise the Committee as to the ramifications regarding all of the Debtor's activities and motions before the Bankruptcy Court; k. file appropriate pleadings on behalf of the Committee; l. investigate and analyze certain of the Debtor's prepetition conduct, transactions and transfers; m. analyze the value of the go forward business; n. provide the Committee with legal advice in relation to the bankruptcy case; o. prepare various pleadings to be submitted to the Court for consideration; and p. perform such other legal services for the Committee as may be necessary or proper in the bankruptcy proceedings. Miller Canfield will be paid at these hourly rates: Principal $423 to $640 Associates $324 to $360 Paralegals $225 to $250 Miller Canfield will also be reimbursed for reasonable out-of-pocket expenses incurred. Marc N. Swanson, partner of Miller Canfield Paddock and Stone, P.L.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 (a) is not creditors, equity security holders or insiders of the Debtor; (b) has not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Miller Canfield can be reached at: Marc N. Swanson, Esq. MILLER, CANFIELD, PADDOCK AND STONE, P.L.C. 150 West Jefferson, Suite 2500 Detroit, MI 48226 Tel: (313) 496-7591 Fax: (313) 496-8452 E-mail: swansonm@millercanfield.com About Lapeer Industries Lapeer Industries, Inc., is a design, machining and fabrication company serving the automotive and defense industries. It provides fabrication, automated welding, machining, painting, assembly and kitting services. Lapeer Industries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 20-31375) on Aug. 5, 2020. The case was initially assigned to Judge Joel D. Applebaum. On Aug. 13, 2020, the case was reassigned to Judge Phillip Shefferly and was assigned a new case number (Case No. 20-48744). At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $10 million and $50 million. Winegarden, Haley, Lindholm, Tucker & Himelhoch P.L.C. is the Debtor's legal counsel. LAS VEGAS MONORAIL: Hires Garman Turner as Counsel -------------------------------------------------- Las Vegas Monorail Company seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ Garman Turner Gordon LLP as counsel to the Debtor. Las Vegas Monorail requires Garman Turner to: a. prepare on behalf of the Debtor, as debtor-in-possession, all necessary or appropriate motions, applications, answers, orders, reports, and other papers in connection with the administration of Debtor's estate; b. take all necessary or appropriate actions in connection with a sale of Debtor's assets and/or a plan of reorganization and related disclosure statement(s) and all related documents, and such further actions as may be required in connection with the administration of Debtor's estate; and c. perform all other necessary legal services in connection with the prosecution of Debtor's Chapter 11 Case. Garman Turner will be paid at these hourly rates: Shareholders $425 to $785 Associates $200 to $400 Paraprofessionals $55 to $190 Garman Turner received a $425,000 retainer from the Debtor, of which $137,630 was applied to prepetition legal services rendered in connection with Debtor's restructuring prior to the filing of the Chapter 11 Case. $350,000 of this retainer was received from the Debtor after the Debtor received a non-reimbursable earnest money deposit of $1,946,730 from the Las Vegas Convention and Visitors Authority (the "LVCVA") in accordance with the Asset Purchase and Sale Agreement dated as of September 2, 2020. Garman Turner is currently holding a retainer in the sum of $287,370 for the Debtor. Garman Turner will also be reimbursed for reasonable out-of-pocket expenses incurred. Gerald M. Gordon, a partner of Garman Turner, 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. Garman Turner can be reached at: Gerald M. Gordon, Esq. Mark M. Weisenmiller, Esq. Jonathan A. Rich, Esq. GARMAN TURNER GORDON LLP 7251 Amigo Street, Suite 210 Las Vegas, NV 89119 Tel: (725) 777-3000 Fax: (725) 777-3112 E-mail: ggordon@gtgt.legal mweisenmiller@gtg.legal jrich@gtg.legal About Las Vegas Monorail Company Las Vegas, Nevada-based Las Vegas Monorail Company, organized by the State of Nevada in 2000 as a nonprofit corporation, owns and manages the Las Vegas Monorail. The Monorail is a seven-stop, elevated train system that travels along a 3.9-mile route near the Las Vegas Strip. LVMC has contracted with Bombardier Transit Corporation to operate the Monorail. Though it benefits from its tax-exempt status due to being a nonprofit entity, LVMC claims to be the first privately-owned public transportation system in the nation to be funded solely by fares and advertising. LVMC says it receives no governmental financial support or subsidies. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 10-10464) on Jan. 13, 2010. The Company disclosed $395,959,764 in assets and $769,515,450 in liabilities as of the Petition Date. Gerald M. Gordon, Esq., William M. Noall, Esq., and Gabriel A. Hamm, Esq., at Gordon Silver, assist the Company in its restructuring effort. The Debtors hire Garman Turner Gordon LLP, as counsel. Alvarez & Marsal North America, LLC, is the Debtor's financial advisor. Stradling Yocca Carlson & Rauth is the Debtor's special bond counsel. Jones Vargas is the Debtor's special corporate counsel. In April 2010, bondholder Ambac Assurance Corp. lost in its bid to halt the bankruptcy after U.S. Bankruptcy Judge Bruce A. Markell ruled that Monorail isn't a municipality and is therefore entitled to reorganize in Chapter 11. U.S. District Judge James Mahan in Reno upheld the ruling in October 2010. LATAM AIRLINES: Committee Retains Conway as Financial Advisor ------------------------------------------------------------- The Official Committee of Unsecured Creditors of LATAM Airlines Group S.A., and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to retain Conway MacKenzie, LLC, as financial advisor to the Committee. The Committee requires Conway to: a. assist in the analysis, review and monitoring of the restructuring process, including, but not limited to an assessment of potential recoveries for general unsecured creditors; b. assist in the review of 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; c. assist in the review of the Debtors' proposed debtor in possession facility ("DIP Facility"), including but not limited to, evaluating the cash flows generated by business plan supporting the DIP Facility, certain terms and corresponding financial impact; d. assist in the review of the Debtors' prepetition capital structure, financing agreements, defaults under any financing agreement and forbearances; e. assist with the review of the Debtors' analysis of core and non-core business assets, the potential disposition or liquidation of the same, and assistance regarding the review and assessment of any sales process relating to same; f. assist with review of any tax issues associated with, but not limited to, preservation of net operating losses, refunds due to the Debtors, plans of reorganization, and asset sales; g. assist in the review and/or preparation of information and analysis necessary for the preparation, proposal and confirmation of a plan and related disclosure statement in these Cases; h. attend at meetings and assistance in discussions with the Debtors, potential investors, banks, other secured lenders, the Committee and any other official committees organized in these Cases, the U.S. Trustee, other parties in interest and professionals hired by the same, as requested; i. 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; j. assist with the review of the Debtors' cost/benefit analysis with respect to the affirmation or rejection of various executory contracts and leases; k. assist in the evaluation, analysis and forensic investigation of avoidance actions, including fraudulent conveyances and preferential transfers and certain transactions between the Debtors and affiliated entities; l. assist in the prosecution of Committee's responses/objections to the Debtors' motions, including attendance at depositions and provision of expert reports/testimony on case issues as required by the Committee; m. 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; and n. assist and support in the evaluation of restructuring and liquidation alternatives. Conway will be paid at these hourly rates: Senior Managing Directors $740 to $1,150 Managing Directors $630 to $930 Directors $485 to $660 Senior Associates $375 to $550 Associates $300 to $375 Conway will also be reimbursed for reasonable out-of-pocket expenses incurred. Aurelio Garcia-Miro, senior managing director of Conway MacKenzie, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Conway can be reached at: Aurelio Garcia-Miro Conway MacKenzie, LLC 461 Fifth Avenue, 12th Floor New York, NY 10017 Tel: (646) 585-9050 About LATAM Airlines Group S.A. 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; Togut, Segal & Segal LLP and Claro & Cia in Chile as special counsel; PricewaterhouseCoopers Consultores Auditores SpA as independentauditors; and Larrain Vial Servicios Profesionales Limitada as Latin America investment banker. Prime Clerk LLC is the claims agent. LATAM AIRLINES: Panel Hires Ferro Castro as Brazilian Counsel ------------------------------------------------------------- The Official Committee of Unsecured Creditors of LATAM Airlines Group S.A., and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to retain Ferro Castro Neves Daltro & Gomide Advogados, as Brazilian counsel to the Committee. The Committee requires Ferro Castro to: a. participate in in-person and/or telephonic meetings of the Committee and subcommittees formed thereby, and otherwise advise the Committee with respect to its rights, powers and duties in these Chapter 11 Cases; b. assist and advise the Committee in its meetings and negotiations with the Debtors and other parties in interest regarding Brazilian law issues; c. assist the Committee in analyzing claims asserted against, and interests in, the Debtors, and in negotiating with the holders of such claims and interests and bringing, or participating in, objections or estimation proceedings with respect to such claims and interests, if needed; d. assist the Committee in its analysis of, and negotiations with the Debtors or any third party related to, financing, asset disposition transactions, compromises of controversies, assumption and rejection of executory contracts and unexpired leases, if related to Brazilian law issues; e. respond to inquiries from individual creditors related to Brazilian law issues; f. review and analyze complaints, motions, applications, orders and other pleadings filed with the Court, if related to Brazilian law aspects; g. review and analyze third party analyses or reports prepared in connection with potential claims of the Debtors, advise the Committee with respect to its positions thereon, and perform such other diligence and independent analysis as may be requested by the Committee; h. assist and advise the Committee with respect to applicable foreign proceedings, especially if in Brazil, that may arise in the course of these Chapter 11 Cases; and i. perform such other legal services as may be necessary or as may be requested by the Committee. Ferro Castro will be paid at these hourly rates: Partners $750 to $1,050 Associates $400 to $650 Staffs $100 Ferro Castro will also be reimbursed for reasonable out-of-pocket expenses incurred. Jose Roberto de Castro Neves, partner of Ferro Castro Neves Daltro & Gomide Advogados, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Ferro Castro can be reached at: Jose Roberto de Castro Neves FERRO CASTRO NEVES DALTRO & GOMIDE ADVOGADOS Rio Branco Avenue, N. 85, 13th Floor Rio de Janeiro, RJ, Brazil Tel: + 55 21 2519-1900 E-mail: jrcastroneves@fcdg.com.br About LATAM Airlines Group 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; Togut, Segal & Segal LLP and Claro & Cia in Chile as special counsel; PricewaterhouseCoopers Consultores Auditores SpA as independentauditors; and Larrain Vial Servicios Profesionales Limitada as Latin America investment banker. Prime Clerk LLC is the claims agent. LATAM AIRLINES: Panel Hires UBS Securities as Investment Banker --------------------------------------------------------------- The Official Committee of Unsecured Creditors of LATAM Airlines Group S.A., and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to retain UBS Securities LLC, as investment banker to the Committee. The Committee requires UBS Securities to: a) review and analyze the Debtors' business, operations, properties, financial condition and prospects; b) analyze the Debtors' business plans, financial projections and forecasts; c) analyze and review the financial and operating statements of the Debtors; d) assist the Committee in analyzing the Debtors' debt capacity, enterprise value, alternative capital structures (including any refinancings), assets and liabilities, various restructuring scenarios, and strategic alternatives; e) review and analyze any plan of reorganization, disclosure statement and any liquidation analyses relating to the Debtors, including, if applicable, the development and analysis of any plan of reorganization proposed by the Committee; f) advise and assist the Committee in reviewing and evaluating any motions, applications or other forms of relief filed or to be filed by the Debtors or any other parties-in-interest in the Bankruptcy Cases; g) advise and assist the Committee with respect to any debtor- in-possession financing arrangements, including assist the Committee in identifying potential alternative sources of liquidity in connection with any debtor-in-possession financing, any chapter 11 plan(s) or otherwise and Arrange any Alternative DIP Facility; h) analyze and monitor any prior, pending and future sale processes and transactions and assets, the reasonableness of such processes and the consideration received; i) analyze the Debtors' assets and potential recoveries to creditor constituencies under various scenarios; j) review the Debtors' 13-week cash flow forecast and underlying support and evaluating cash receipts and disbursements on an on-going basis; k) analyze intercompany and/or related party transactions of the Debtors and non-Debtor affiliates; l) advise and assist the Committee with respect to the use of cash collateral and unencumbered cash, including evaluation of the Debtors' proposed cash management protocol and related monitoring thereof; m) assist with a review of the Debtors' employee benefit programs, including key employee retention, pension and other post-retirement benefit plans; n) represent the Committee in negotiations with the Debtors and third parties with respect to any of the foregoing; o) attend Committee meetings and Bankruptcy Court hearings as may be required; p) provide testimony in connection with the Chapter 11 Cases to the extent necessary; and q) provide such other investment banking services in connection with a Restructuring as UBS Securities and the Committee may agree. UBS Securities will be paid at these hourly rates: a. Monthly Fee: Commencing as of the Effective Date, whether or not a Restructuring is consummated, a nonrefundable monthly fee of $175,000 (the "Monthly Fee"), the first of which shall be due and paid by the Debtors upon approval of this Agreement by the Bankruptcy Court and thereafter on each monthly anniversary of the Effective Date, prorated for any partial month. 50 percent 50% of the Monthly Fees actually paid after the first 9 month(s) of this Agreement shall be credited (without duplication) against any Restructuring Fee payable hereunder. b. Completion Fee: A fee (a "Completion Fee") shall be payable to UBS Securities upon the effective date of a "Restructuring" in the amount of $5,750,000. UBS Securities will also be reimbursed for reasonable out-of-pocket expenses incurred. Elizabeth LaPuma, managing director of UBS Securities LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. UBS Securities can be reached at: Elizabeth LaPuma UBS SECURITIES LLC 11 Wall St. New York, NY 10005 Tel: (212) 825-0132 About LATAM Airlines Group S.A. 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; Togut, Segal & Segal LLP and Claro & Cia in Chile as special counsel; PricewaterhouseCoopers Consultores Auditores SpA as independentauditors; and Larrain Vial Servicios Profesionales Limitada as Latin America investment banker. Prime Clerk LLC is the claims agent. LATAM AIRLINES: Seeks to Hire Ernst & Young as Auditor ------------------------------------------------------ LATAM Airlines Group S.A., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Ernst & Young Auditores Independentes S.S., as auditor to the Debtors. LATAM Airlines requires Ernst & Young to: Statutory scope of services (i) issue audit reports on the financial statements, all prepared by TAM S.A. ("TAM") management in accordance with accounting practices adopted in Brazil, and with the International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB), for the year ending December 31, 2020. (a) TAM individual and consolidated—prepared in Portuguese. (b) TAM Linhas Aereas S.A. ("TLA") individual and consolidated—prepared in Portuguese. (c) ABSA Aerolinhas Brasileiras S.A. ("ABSA") individual— prepared in Portuguese. (ii) issue review reports on the unaudited interim financial information of TLA prepared in accordance with accounting practices adopted in Brazil, and with the IFRS, issued by the IASB, for the quarters ending June 30, 2020, September 30, 2020, and March 31, 2021. Reporting Package scope of services The consolidated specific purpose financial information of TAM mentioned below is prepared by TAM management in accordance with the instructions and accounting policies of LATAM, and is in line with the IFRS issued by IASB. The referred to reports are solely intended for LATAM independent auditors, in accordance with the interfirm instructions to be submitted by PricewaterhouseCoopers Chile ("PwC Chile"), which is in charge of the audit of the individual and consolidated financial statements of LATAM. (i) issue an interfirm audit report to LATAM independent auditors on the consolidated specific purpose financial information of TAM for the year ending December 31, 2020. (ii) issue an interfirm review report to LATAM independent auditors on the consolidated specific purpose financial information of TAM, unaudited and prepared in Portuguese, for the six-month period ending June 30, 2020. (iii) issue an agreed-upon procedures report to LATAM independent auditors on the internal controls of TAM and its subsidiaries, particularly in accordance with the interfirm instructions from PwC Chile, for the year ending December 31, 2020. Ernst & Young will be paid at these hourly rates: Partner R$ 684 Executive Director R$ 494 Senior Manager R$ 408 Manager R$ 291 Senior R$ 169 Staff 2 R$ 117 Staff 1 R$ 102 Trainee R$ 73 During the ninety days before the Brazilian Debtors' Petition Date, the Debtors paid approximately R$ 546,375.57 to Ernst & Young. Ernst & Young will also be reimbursed for reasonable out-of-pocket expenses incurred. Ezequiel Litvac, partner of Ernst & Young Auditores Independentes S.S., 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. Ernst & Young can be reached at: Ezequiel Litvac ERNST & YOUNG AUDITORES INDEPENDENTES S.S. Sao Paulo Corporate Towers Av. Presidente Juscelino Kubitschek, 1.909 Vila Nova Conceicao 04543-011 Sao Paulo, SP, Brasil About LATAM Airlines Group S.A. 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; Togut, Segal & Segal LLP and Claro & Cia in Chile as special counsel; PricewaterhouseCoopers Consultores Auditores SpA as independentauditors; and Larrain Vial Servicios Profesionales Limitada as Latin America investment banker. Prime Clerk LLC is the claims agent. LEAFBUYER TECHNOLOGIES: Incurs $5.53M Net Loss in Fiscal 2020 ------------------------------------------------------------- Leafbuyer Technologies, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $5.51 million on $2.53 million of revenue for the year ended June 30, 2020, compared to a net loss of $6.55 million on $1.79 million of revenue for the year ended June 30, 2019. As of June 30, 2020, the Company had $4.97 million in total assets, $4.42 million in total liabilities, and $552,530 in total equity. B F Borgers CPA PC, in Lakewood, Colorado, the Company's auditor since 2017, issued a "going concern" qualification in its report dated Sept. 25, 2020, citing that the Company has suffered recurring losses from operations and has a significant accumulated deficit. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company said its ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months from the date of the issuance of these unaudited condensed consolidated financial statements with existing cash on hand and/or the private placement of common stock or obtaining debt financing. There is, however, no assurance that the Company will be able to raise any additional capital through any type of offering on terms acceptable to the Company, as existing cash on hand will be insufficient to finance operations over the next twelve months. At June 30, 2020 the Company had $1,309,912 in cash and cash equivalents. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/Archives/edgar/data/1643721/000147793220005602/lbuy_10k.htm About Leafbuyer Leafbuyer Technologies, Inc. is a marketing technology company for the cannabis industry and is an online cannabis resource. LI GROUP: S&P Affirms 'B' ICR on Announced Acquisition ------------------------------------------------------ S&P Global Ratings affirmed all of its ratings on LI Group Holdings Inc. (dba Liaison), a provider of higher education application and admissions software, including its 'B' issuer credit rating and 'B' issue-level rating on its first-lien debt. The rating affirmation follows Liaison's announcement that it is acquiring a student life cycle management software platform for approximately $48 million. The company expects to fund the acquisition with an incremental $50 million first-lien term loan, fully fungible with existing first-lien debt. The outlook is stable, reflecting S&P's view that while it expects this transaction to delay Liaison's progress reducing leverage, the firm will still reduce leverage to under 7x over the next 12 months through top-line expansion and stable EBITDA margins. The affirmation reflects S&P's expectation that Liaison's debt-funded acquisition will keep S&P-adjusted leverage above 7x through fiscal year 2021 (ending March 31). Leverage as of June 30, 2020 was around mid-7x. While S&P previously expected the company to deleverage to below 7x by the end of fiscal 2021, 12 months after its leveraged buyout closed in December 2019, the rating agency believes Liaison has shown its ability to successfully integrate past acquisitions while maintaining growth. The target company offers a suite of enrollment customer relationship management (CRM), retention, and analytics solutions for higher education. Although operating at a much smaller scale with annual revenues about a quarter of that of Liaison, the target is a competitor to Liaison in its Admissions Management segment, which includes Liaison's software-as-a-service (SaaS) enrollment marketing and analytics solutions. "We expect this acquisition to bolster Liaison's SaaS offerings while improving margins modestly through planned headcount reduction and cost synergies within 12 months of acquisition close. Aside from some benefit from incremental revenue scale and margin contribution, we expect Liaison's business and financial risk profiles to be largely unchanged," S&P said. Liaison's revenues increased by around 20% in the first quarter of fiscal 2021, driven by strong growth in its largest segment, Centralized Applications Services (CAS). This segment offers a cloud-based centralized platform that enables applicants to apply to multiple programs with one set of documents and provides application review services (including verification and GPA calculation) to schools. The company has experienced a moderate impact from the COVID-19 pandemic and ongoing macroeconomic downturn, with current bookings pipeline largely intact after some disruption in March and April. Liaison's recent performance is in line with the growing and countercyclical nature of the education software market, specifically in admissions management. Application volume increased 19% year over year in the first quarter, and S&P expects increased demand for its products from both students and higher education institutions, as seen in past recessions. In the Admissions Management segment, S&P expects growth to be supported by strength in CAS, with product integration and cross-selling opportunities. S&P expects Liaison to expand organically in the low- to mid-teens percentage area in fiscal year 2021 with additional revenue from the acquisition target. This will improve credit metrics over the next 12 months, including leverage declining to the low-7x area by the end of 2021 and 6x area by 2022. In addition, S&P expects Liaison's reported free operating cash flow (FOCF)-to-debt ratio to remain above 10% in the next 12 months. "The stable outlook on LI Group Holdings, Inc. reflects our view that despite expectations for leverage to remain above 7x through the end of this fiscal year, the company will grow organic revenues at low- to mid-teens percentages while maintaining current profitability and realizing synergies from the acquisition, such that leverage will fall under 7x within 12 months," S&P said. "We would consider a downgrade if we believe that Liaison's adjusted leverage is likely to remain over 7x over the next 12 months. This could result from competitive pressures leading to market share loss, weaker-than-expected revenue growth, a deterioration in profitability, or challenges with integration from acquisition," the rating agency said, adding that this could also occur if leveraged acquisitions or shareholder returns result in leverage above 7x. S&P would also consider a downgrade if Liaison is unable to generate positive free operating cash flow or maintain liquidity at least at the adequate level on a sustainable basis. "Although unlikely over the next 12 months due to current leverage around 7x, we would consider an upgrade if LI Group Holdings maintains mid- to high-teens percentage growth and further expands its EBITDA margins, growing free cash flow, while sustaining adjusted leverage under 5x," S&P said. LUMASTREAM INC: $1.5M Sale of All Assets to E Craftsmen Approved ---------------------------------------------------------------- Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida authorized LumaStream, Inc.'s sale of substantially all assets to E Craftsmen Corp. for $1.5 million. The Debtor conducted the auction from Aug. 25, 2020 to Sept. 8, 2020. The Sale Hearing was held on Sept. 15, 2020. The Stalking Horse APA and all of the documents and agreements incorporated therein are approved in all respects. The sale is free and clear of all Claims and Interests of any kind or nature whatsoever. Pursuant to Section 365 of the Bankruptcy Code and subject to and conditioned upon Closing, the Debtor's assumption and assignment to Buyer of the Assumed Contracts, and (2) the Buyer's assumption of the Assumed Contracts under the terms of the Stalking Horse APA, are approved. Notwithstanding anything to the contrary, nothing in the Order will release or discharge (i) the Debtor from any liability or obligation to the Buyer under the Stalking Horse APA with respect to an Assumed Contract, and (ii) the Buyer from any liability or obligation to the Debtor under the Stalking Horse APA with respect to an Assumed Contract. The provisions of the Order are non-severable and mutually dependent and, pursuant to Bankruptcy Rules 6004 and 6006, the Order will not be stayed for 14 days and will be effective immediately upon entry. Following the entry of the Order, the Debtor will serve a copy of the Order to (a) parties listed on the Local Rule 1007-2 Parties in Interest List; (b) all parties which, to the knowledge of the Debtor, have or have asserted liens on the Acquired Assets; and (c) all counterparties to the Assumed Contracts. The Court will retain jurisdiction to hear and determine all matters arising from or related to the implementation of the Order. About LumaStream Inc. LumaStream, Inc., a St. Petersburg, Florida-based manufacturer of low-voltage LED lighting systems for commercial and residential applications, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 20-00999) on Feb. 5, 2020. At the time of the filing, the Debtor was estimated to have between $50 million and $100 million in assets, and between $1 million and $10 million in liabilities. The petition was signed by George Gordon, president. Stichter, Riedel, Blain & Postler, P.A., is the Debtor's counsel. LUVU BRANDS: Delays Filing of Fiscal 2020 Annual Report ------------------------------------------------------- Luvu Brands, Inc. filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its Annual Report on Form 10-K for the year ended June 30, 2020. The Company has experienced a delay in completing the information necessary for inclusion in its June 30, 2020 Form 10-K Annual Report. The Company expects to file the Annual Report within the allotted extension period. About Luvu Brands Luvu Brands, Inc. -- http://www.luvubrands.com/-- designs, manufactures and markets a portfolio of consumer lifestyle brands through the Company's websites, online mass/drug merchants and specialty retail stores worldwide. Brands include: Liberator, a brand category of iconic products for enhancing sensuality and intimacy; Avana, medical products and inclined bed therapy products, assistive in relieving medical conditions associated with acid reflux, surgery recovery and chronic pain; and Jaxx, a diverse range of casual fashion daybeds, sofas and beanbags made from virgin and re-purposed polyurethane foam. The Company is considered an essential business and is continuing to operate, despite the state-wide "stay at home" order. Headquartered in Atlanta, Georgia, the Company occupies a 140,000 square foot vertically-integrated manufacturing facility and employs over 150 people. The Company's brand sites include: www.liberator.com, www.jaxxliving.com, www.avanacomfort.com plus other global e-commerce sites. Luvu Brands reported a net loss of $157,000 for the year ended June 30, 2019, compared to net income of $147,000 for the year ended June 30, 2018. As of March 31, 2020, the Company had $4.11 million in total assets, $6.19 million in total liabilities, and a total stockholders' deficit of $2.07 million. Liggett & Webb, P.A., in Boynton Beach, Florida, the Company's auditor since 2012, issued a "going concern" qualification in its report dated Oct. 11, 2019, citing that the Company has a working capital deficit and an accumulated deficit. The Company has financed its working capital requirements primarily through the issuance of debt. These factors raise substantial doubt about the Company's ability to continue as a going concern. MERITAGE COMPANIES: Hires David H. Bundy as Special Counsel ----------------------------------------------------------- Meritage Companies, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Arizona to employ the Law Office of David H. Bundy, PC, as special counsel to the Debtors. Meritage Companies requires David H. Bundy to represent and provide legal services to the Debtors in connection with the removal of litigation from the Superior Court for the State of Alaska to the Bankruptcy Court. David H. Bundy will handle the issues as the litigation is removed to the Bankruptcy Court for the District of Alaska and have it transferred to the Bankruptcy Court for the District of Arizona. David H. Bundy will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. David H. Bundy, partner of David H. Bundy, PC, 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. David H. Bundy can be reached at: David H. Bundy, Esq. DAVID H. BUNDY, PC 310 K Street, Suite 200 Anchorage, AK 99501-2064 Tel: (907) 248-8431 Fax: (907) 248-8434 About Meritage Companies Meritage Companies, LLC, a land developer in Wasilla, Alaska, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-07718) on June 30, 2020. The petition was signed by Jack A. Barrett, manager. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $10 million and $50 million. Judge Brenda K. Martin oversees the case. Lamar D. Hawkins, Esq., at Guidant Law, PLC, is the Debtor's legal counsel. David H. Bundy, Esq., of the Law Office of David H. Bundy, PC, has been tapped as special counsel. MISSOURI HIGHER EDUCATION: S&P Cuts 2012-1 Notes Rating to 'B-(sf)' ------------------------------------------------------------------- S&P Global Ratings lowered its rating on Missouri Higher Education Loan Authority series 2012-1 notes to 'B- (sf)'. The transaction is backed by a pool of student loans originated through the U.S. Department of Education's (ED) Federal Family Education Loan Program (FFELP). "Our review considered the transaction's collateral performance and available liquidity, changes in credit enhancement, and capital and payment structures," S&P said. "We also considered the evolving macroeconomic environment that has resulted from the COVID-19 pandemic, which will likely present employment challenges for student loan borrowers. Additionally, we considered secondary credit factors, such as credit stability, peer comparisons, and issuer-specific analyses," the rating agency said. S&P acknowledges a high degree of uncertainty about the evolution of the coronavirus pandemic. The consensus among health experts is that the pandemic may now be at, or near, its peak in some regions but will remain a threat until a vaccine or effective treatment is widely available, which may not occur until the second half of 2021. S&P is using this assumption in assessing the economic and credit implications associated with the pandemic. As the situation evolves, S&P will update its assumptions and estimates accordingly. S&P primarily considered the transaction's asset/note payment rate relative to the class' legal final maturity date, expected future collateral performance, payment priorities, and current credit enhancement levels in its review. RATING ACTION RATIONALE The rating actions primarily reflect the liquidity pressure the class is experiencing, not the credit enhancement levels available to the class for ultimate principal repayment. Reported parity, a measure of credit enhancement, is approximately 119% as of the August distribution date. The pace of note principal payment has slowed and the class is at risk of not being repaid prior to its legal final maturity date. S&P lowered the rating due to the liquidity pressure the class is experiencing, which initially began before COVID-19 but has been further exasperated by COVID-19. Forbearance levels have risen to 26.7% in the August 2020 distribution report from 12.5% as reported in the September 2019 distribution report. While S&P expects principal payments to the notes will be positively impacted as borrowers return to employment and as borrowers from other non-paying status return to repayment, the repayment of the class will be sensitive to the timing of these events. The transaction also allows the collateral to be purchased when the pool factor falls below 10%. S&P expects the pool factor will fall below 10% prior to the notes' maturity, but this could change if borrowers remain in non-paying status longer than expected. The pace of loans returning to repayment, levels of default post-COVID-19 (defaults act as prepayments due to the guarantee), and the amortization speed of the pool over the next six years will be key factors that S&P will monitor. S&P previously downgraded the transaction to 'BBB (sf)' due to a sharply declining payment trend, which subsequently improved for a period of time. The payment trend then began to further decline as borrowers were allowed to enter forbearance, in response to COVID-19, which is expected to end in September. It is possible that due to the ongoing pandemic, further forbearance may be granted. Using the average bond principal payment over the past year, S&P calculated a principal payment haircut, which indicates the percentage decline a bond can immediately withstand and still be repaid by its legal final maturity date. A lower haircut indicates that a bond can withstand a smaller decline in bond principal payment amounts than a bond with a higher haircut. The principal payment haircut has fallen below 0%. Per S&P's U.S. FFELP student loan ABS guidance, bonds with principal payment haircuts below 0% and legal final maturities within seven years would have ratings no higher than 'B (sf)'. The principal payments to the bonds over the past year are as follows: Distribution Date Bond Principal Payment ($ mil) September 2019 1.02 October 2019 0.73 November 2019 0.69 December 2019 0.62 January 2020 0.72 February 2020 0.64 March 2020 0.47 April 2020 0.86 May 2020 0.51 June 2020 0.35 July 2020 0.31 August 2020 0.49 The history of bond principal payments illustrates the negative trend observed leading up to March 2020 (pre-COVID-19), the improvement in the amounts from March 2020 to May 2020, and then the decline after May 2020, which was highly impacted by COVID-19. As a result, the haircut fell approximately 50% over the last year compared to a change of approximately 6% the year prior, illustrating the rapid deterioration in the principal payment haircut. S&P expects the notes will continue to receive timely interest because bond interest payments are made higher in the waterfall than bond principal. Effectively, bond principal payments represent excess available liquidity, in addition to any reserve accounts, if needed for bond interest payments in the short term. As such, S&P believes these classes will receive timely interest payments even if a significant percentage of the pool is in a nonpaying status. Based on the last servicer reports, bond interest payments make up approximately 7% of the total payments the bonds received. PAYMENT STRUCTURE AND CREDIT ENHANCEMENT The transaction allocates an initial principal distribution amount (defined as the change in the adjusted pool balances from previous quarter to current quarter) to the noteholders. Generally, once the principal distribution amount is paid, available funds are used to pay any subordinate administration and carryover servicing fees, and then to turbo the bonds based on the transaction's payment priorities. This additional principal payment will cause the overcollateralization to build, resulting in higher parity. Credit enhancement includes overcollateralization (parity), the reserve account, and excess spread. The payment structure has led to increases in parity levels for the notes, which is a trend S&P expects to continue. Releases do not occur until all of the bonds are paid in full. COLLATERAL The transaction primarily comprises Stafford, Consolidation, and Parent Loan for Undergraduate Students loans that are supported by a guarantee from the ED of at least 97% of a defaulted loan's principal and interest. Loans that have been serviced according to the FFELP guidelines are supported by this guarantee; therefore, net losses are expected to be minimal. S&P will continue to monitor the performance of the student loan receivables backing the transactions relative to its ratings and the available credit enhancement and liquidity for the classes. S&P will take rating actions as it considers appropriate. MURPHY SHIPPING: Derivative Claimants Will Get $10,000 in Plan -------------------------------------------------------------- Murphy Shipping & Commercial Services, Inc., d/b/a Murphy Global Logistics, submitted a Plan and Disclosure Statement. Taking un-collectability into account, the Debtor has about $78,867 in accounts receivable at this time. Class 3: Unsecured Creditors of Professionals are impaired. Creditors will receive a single lump sum payment of 50% of their allowed claims paid within 180 days of the Effective Date. The Debtors believe the total Allowed Claims in Class 3 will be approximately $45,000. In addition, Class 3 will be paid a pro rata of actual net disposable income over three years up to their total Allowed Claim as percentage of their total claims against all allowed claims if that amount is greater than the present value of net disposable income estimated on the Effective Date. Class 4 General Unsecured Claims of Derivative Claimants are impaired. These allowed claims will be satisfied by the payment of $10,000 on the Effective Date which represents 100% of their allowed claim. If a greater amount of allowed claim is provided, said excess allowed claim will be satisfied on the same terms as Class 3. Class 5: Equity Interest of Minority Shareholders is impaired. This class consist of the holders of the 40% minority equity interest. These claims will be satisfied by the purchase of their 40% interest under the Stock Purchase Agreement and the Release Agreement for the Cash Purchase Price which includes $65,000 in cash on the Effective Date, and $50,000 paid in the Note within one (1) year of the Effective Date with accrued interest at prime rate on the Effective Date. Class 6 Equity Interest of Majority Shareholders is impaired. The reorganized Debtor will be capitalized with 60% of the stock owned by the Estate of Ronald R. Johns, and the 40.000% balance owned by the Class 4 holders of derivative claims that is subject to the Stock Purchase Agreement will be cancelled, leaving the estate with 100% of the stock of the Reorganized Debtor. The Plan otherwise will be funded from existing cash and continued and increased operations. A full-text copy of the Plan and Disclosure Statement dated August 12, 2020, is available at https://tinyurl.com/yxn2ftlm from PacerMonitor.com at no charge. Counsel for the Debtor: Kevin S. Wiley, Sr. WILEY LAW GROUP, PLLC 325 N. St. Paul Street, Suite 2250 Dallas, Texas 78201 Tel: (214) 537-9572 Fax: (972) 498-1117 E-mail: kwiley@wileylawgroup.com About Murphy Shipping Murphy Shipping & Commercial Services, Inc. is a Houston-based full-service logistics company that conducts business under the name Murphy Global Logistics. Visit http://www.murphyship.com/for more information. The decline in oil prices from over $100 per barrel in mid-2014 and down to mid-$30 per barrel in 2020 significantly affected the demand for Debtor's export/import services, thereby lowering revenue and causing financial strain. Murphy Shipping filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-34049) on Aug. 12, 2020. Murphy Shipping President Jerry Rowell signed the petition. At the time of the filing, Debtor disclosed $1,576,696 in assets and $82,947 in liabilities. The Debtor has tapped The Wiley Law Group, PLLC as its legal counsel. MUSEUM OF AMERICAN JEWISH: Files Third Amended Plan --------------------------------------------------- Museum of American Jewish History, d/b/a National Museum of American Jewish History submitted a Disclosure Statement with respect to the Debtor's Third Amended Chapter 11 Plan of Reorganization. Historically, the Museum has generated 20% of its operating budget from earned revenue, and relies heavily on contributed revenue. While contributed revenues – particularly those from individual donors -- vary from year to year, contributions to the Museum have declined recently. The Debtor believes that contributed revenues have been adversely affected as a result of the uncertainty regarding resolution of the Class 3A and Class 3B claims. The Debtor expects the resolution of such claims as of the Effective Date of the Plan to positively affect contributed revenues to the Museum. As of the filing of this Amended Disclosure Statement, the Debtor has not re-opened the Museum to the public. The Debtor intends to reopen the Museum to the public, but not until it makes financial sense to do so given the low levels of attendance expected at museums generally upon the re-opening of the economy after COVID-19 restrictions. Although the Debtor does not generate a significant portion of its income from admission fees to the Museum, upon reopening the Museum will again derive revenue from admissions. Classes 3A and 3B: Claim of the Bonds The Class 3A and 3B Claims are voted by the Bondholders, i.e., beneficial holders of the Bonds as of the Voting Record Date. They have the right to vote, as a Class, to accept or reject the Plan with respect to the Claim of the Bonds. Such payments shall be in an amount determined as follows: (b) notwithstanding the forgoing, in the event that the holder of the Allowed Class 3A Claim makes a timely written election which is filed on the docket in the bankruptcy case for the Class 3A Claim to be treated under 11 U.S.C. Sec. 1111(b)(2), then the payments to the holder of the Class 3A Claim shall be made over a term commencing on or as soon as reasonably practicable after the later of (i) the Effective Date, (ii) the date on which such Class 3A Claim becomes Allowed, and (iii) a date agreed to by the Debtor and the Holder of such Class 3A Claim, and ending on the 26th anniversary of the Effective Date, and such payments shall be in the amounts set forth in schedule 3.07(A) to the Plan. The payments set forth in Schedule 3.07(A) include a balloon payment of $11,375,000 in year 26. In order to make such balloon payment, the Debtor will either refinance its debt or make accelerated payments over time prior to the due date of the balloon payment. The Class 3B Claim of the series 2015B Bonds is Impaired. Such payments shall be in lieu of the pari passu treatment provided for in the Indenture. Following the Effective Date of the Plan, all existing terms of the Indenture and the documents related thereto shall be deemed modified by the terms of the Plan; in the event of any conflict between the terms of the Indenture and related documents and the terms of the Plan, the terms of the Plan shall control. Further, section 2.8 of the Indenture (relating to Tender and Remarketing) shall be deemed deleted from the Indenture. The Debtor reserves the right to further modify the terms of the Indenture and documents related thereto which shall be in effect following the Effective Date by filing a description of such modifications on the docket in the bankruptcy case at least 10 calendar days prior to the Confirmation Date. A full-text copy of the Disclosure Statement dated August 12, 2020, is available at https://tinyurl.com/y5zvpkfu from PacerMonitor.com at no charge. Counsel for the Debtor: Lawrence G. McMichael Peter C. Hughes Yonit A. Caplow DILWORTH PAXSON LLP 1500 Market St., Suite 3500E Philadelphia, PA 19102 Telephone: (215) 575-7000 Facsimile: (215) 575-7200 About Museum of American Jewish History The Museum of American Jewish History -- https://www.nmajh.org/ -- is a Pennsylvania non-profit organization which operates the National Museum of American Jewish History, the only museum in the nation dedicated exclusively to exploring and interpreting the American Jewish experience. The museum presents educational and public programs that preserve, explore and celebrate the history of Jews in America. The museum was established in 1976 and is housed in Philadelphia's Independence Mall. On March 1, 2020, Museum of American Jewish History sought Chapter 11 protection (Bankr. E.D. Pa. Case No. 20-11285). The Debtor was estimated to have $10 million to $50 million in assets and liabilities. Judge Magdeline D. Coleman oversees the case. The Debtor tapped Dilworth Paxson, LLP, as its legal counsel and Donlin, Recano & Company, Inc., as its claims agent. NORTHERN OIL: Reverse Common Stock Split Takes Effect ----------------------------------------------------- As previously announced, on Sept. 2, 2020, the Board of Directors of Northern Oil and Gas, Inc. approved a 1-for-10 reverse stock split of the Company's issued and outstanding shares of common stock. On Sept. 18, 2020, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Restated Certificate of Incorporation to effect the Reverse Split and the Certificate of Amendment became effective at 11:59 p.m., eastern time, on the same date. The Company's common stock began trading on a split-adjusted basis when the market opened on Sept. 21, 2020. As a result of the Reverse Split, every 10 shares of the Company's issued and outstanding common stock automatically converted into one share of common stock, without any change in the par value per share. A total of 44,664,033 shares of common stock were issued and outstanding immediately after the Reverse Split became effective on Sept. 18, 2020. No fractional shares were outstanding following the Reverse Split. In lieu of any fractional share, any holder of less than one share of common stock will receive cash for such holder's fractional share. As previously approved by the Company's stockholders and in accordance with the Certificate of Amendment, the number of authorized shares of the Company's common stock was reduced to 135,000,000 shares. Neither the Reverse Split nor the Certificate of Amendment affected the number of authorized or issued and outstanding shares of the Company's preferred stock. As a result of the Reverse Split, the conversion rate for the Company's outstanding Series A Preferred Stock was automatically decreased to 4.363 shares of common stock for each share of Series A Preferred Stock (previously it was 43.63 shares of common stock). In addition, effective as of the same time as the Reverse Split, the Compensation Committee of the Company's Board of Directors reduced the number of shares of common stock available for issuance under the Company's equity compensation plans in proportion to the Reverse Split ratio. Upon effectiveness, the Reverse Split also resulted in reductions in the number of shares of common stock issuable upon exercise or vesting of equity awards in proportion to the Reverse Split ratio and caused a proportionate increase in share-based performance criteria, if any, applicable to such awards. The Company's common stock will continue to trade on the NYSE American under the symbol "NOG." The new CUSIP number for common stock following the Reverse Split is 665531307. Equinity Trust Company, the Company's transfer agent, is acting as the exchange agent for the Reverse Split. About Northern Oil Northern Oil and Gas, Inc. -- http://www.northernoil.com/-- is an independent energy company engaged in the acquisition, exploration, development and production of oil and natural gas properties, primarily in the Bakken and Three Forks formations within the Williston Basin in North Dakota and Montana. Northern Oil recorded a net loss of $76.32 million for the year ended Dec. 31, 2019. As of June 30, 2020, the Company had $1.26 billion in total assets, $1.12 billion in total liabilities, and $140.73 million in total stockholders' equity. * * * As reported by the TCR on April 14, 2020, S&P Global Ratings lowered its issuer credit rating on Northern Oil and Gas Resources to 'CCC+' from 'B-'. The outlook is negative. "Our downgrade reflects the company's tight liquidity and history of distressed exchanges. The recent collapse in oil prices increases the risk that the company's reserve-based lending (RBL) facility size could be reduced at its next bank redetermination, which could further strain its limited capacity," S&P said. NOSCE TE IPSUM: Unsecured Creditors Unimpaired in Plan ------------------------------------------------------ Nosce Te Ipsum, Inc., filed with the U.S. Bankruptcy Court for the District of Puerto Rico a Plan of Reorganization and a corresponding Disclosure Statement on August 11, 2020. NTI is a corporation organized under the laws of the Commonwealth of Puerto Rico. The Debtor owns and operates a commercial building used for the lease of offices and commercial spaces. The Debtor's property is located in Metro Office Park, #3 Calle 1, Guaynabo, Puerto Rico. This is a Single Asset Real Estate case with a single property, which substantially generates all of the Debtor's gross income. The property has approximately 8,8337.03 square meters of land, and is a five-story office building comprising 62,457 square feet of total Gross Leasable Area. The property currently has an occupancy of approximately 70 percent. Class 4 Unsecured Priority Claims will be paid in full on the Effective Date of the Plan. This class is not impaired. Class 5 General Unsecured Claims will be paid in full on the Effective Date of the Plan. This class is not impaired. Class 7 Equity Security and Other Interest Holders will not receive payment until senior classes are paid in full their allowed claims. This class is not allowed to vote. A full-text copy of the Disclosure Statement dated August 11, 2020, is available at https://tinyurl.com/y4f5c543 from PacerMonitor at no charge. The Debtor is represented by: Andrew Jiménez Cancel ANDREW JIMENEZ LLC P.O. Box 9023654 San Juan, PR 00902-3654 Tel. (787) 638-4778 E-mail: ajimenez@ajlawoffices.com About Nosce Te Ipsum Nosce Te Ipsum, Inc. classifies its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It owns in fee simple a five-story building with office and commercial spaces for lease, and adjacent parking lot structure in Guaynabo, P.R., valued at $7 million. Nosce Te Ipsum filed a Chapter 11 petition (Bankr. D.P.R. Case No. 19-05155) on Sept. 9, 2019. In the petition signed by Maria De Los A. Ubarri, general manager, the Debtor disclosed $7,046,991 in assets and $5,210,939 in liabilities. The Hon. Brian K. Tester oversees the case. Andrew Jimenez Cancel, Esq., at Andrew Jimenez Law Offices, is the Debtor's bankruptcy counsel. NOUEL RIEL: Case Summary & Unsecured Creditor --------------------------------------------- Debtor: Nouel Riel Cellars Inc. 736 S. Center St. Reno, NV 89501 Business Description: Nouel Riel Cellars Inc. is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: September 28, 2020 Court: United States Bankruptcy Court District of Nevada Case No.: 20-50915 Judge: Hon. Bruce T. Beesley Debtor's Counsel: Timothy P. Post, Esq. LAW OFFICES OF TIMOTHY POST P.O. Box 12313 Reno, NV 89510 Tel: (775) 322-7980 Email: TimPostLaw@yahoo.com Total Assets: $2,677,332 Total Liabilities: $1,732,170 The petition was signed by Gary Spackman, president. The Debtor listed San Luis Obispo County Tax Collector as its sole unsecured creditor holding a claim of $23,209. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/26VQS3A/NOUEL_RIEL_CELLARS_INC__nvbke-20-50915__0001.0.pdf?mcid=tGE4TAMA ORGANIC POWER: Asks to Defer Plan Deadline Until Oct. 29 -------------------------------------------------------- Organic Power, LLC, filed a motion for an extension of time to its plan and a disclosure statement. The Debtors filed for Bankruptcy protection on April 1, 2019. One of the main issues in Debtor's bankruptcy is the licensing aspect. The processes regarding OP's licensing have had some setbacks due to the ongoing COVID-19 pandemic. The relevant government agencies have been closed and/or are operating at a much-reduced capacity and Debtor has been unable to continue the licensing process even though it has tried to do so. OP thus requests the Honorable Court that it be granted 90 days, or until October 29th, 2020, to submit its Disclosure Statement and Reorganization Plan. About Organic Power Organic Power LLC -- https://prrenewables.com/ -- is a supplier of renewable energy and a provider of environmentally sustainable food waste recycling services based in Puerto Rico. It offers food processing companies, restaurants, pharmaceuticals and retail outlets an alternative to landfill disposal. Organic Power sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. P.R. Case No. 19-01789) on April 1, 2019. At the time of the filing, the Debtor estimated assets and estimated liabilities of between $10 million and $50 million. Aimee I. Lopez Pabon, Esq. of Godreau & Gonzalez LLC, has been tapped as counsel for the Debtor. OUTPUT SERVICES: S&P Downgrades ICR to 'CCC' on Covenant Breach --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Ridgefield Park, N.J.-based billing and critical communications provider Output Services Group Inc. (OSG) to 'CCC' from 'CCC+', its issue-level rating on its first-lien facilities to 'CCC' from 'CCC+', and its issue-level rating on its second-lien term loan to 'CC' from 'CCC-' and removed all of its ratings on the company from CreditWatch, where S&P placed them with negative implications on April 1, 2020. The recovery ratings on the company's debt remain unchanged. Cash flow deficits will pressure the company's liquidity over the next 6-12 months. As of June 30, 2020, OSG's liquidity comprised $59.6 million of cash on hand and $7 million of availability under its $20 million revolving credit facility. S&P expects that significant working capital investment and other cash outflows for capital expenditure, pension obligations, earn-outs, and capital lease amortization will pressure the company's cash flow in the second half of 2020 and reduce its total liquidity sources to about $35 million-$40 million by year-end. Despite its expectation for an improvement in the company's margin in 2021, S&P expects OSG's EBITDA cash conversion to remain weak. S&P estimates that the company needs $20 million to operate its business and believe its high seasonal working capital swings may lead to intra-period liquidity pressure. S&P views OSG's capital structure as unsustainable. S&P expects the company's S&P-adjusted leverage to remain above 10x over the next 12 months and forecast negligible, if any, free operating cash flow (FOCF) over the next 12 months. OSG is dependent upon favorable business conditions to meet its financial commitments, thus it believes the current economic recession and the uncertain pace of the global economic recovery will act as stiff headwinds to its business. Furthermore, the company's debt trades at a high discount to par, which could lead it to undertake a distressed exchange. The company is currently in technical default due to the breach of its total net leverage covenant, though S&P expects it to secure a waiver this week. The downgrade follows OSG's notice that it breached its 7x financial maintenance total net leverage ratio covenant for the first and second quarters of 2020. The company restated its covenant compliance ratio to 7.03x (from 6.73x) and 7.54x (from 6.94x) in the first and second quarters, respectively, because of a misclassification error. This is an event of default under its credit agreement. As of September 22, 2020, S&P understands the company has secured sufficient lender support for a waiver. S&P views the weakness of OSG's internal controls related to covenant compliance reporting as a continuation of its poor historical acquisition planning and integration track record. Although it understands that the company's financial statements are unaffected, S&P remains concerned about the potential for other reporting or operating issues. To support its business turnaround initiatives, OSG has replaced its executive management team and hired FTI consulting. The company's total net leverage covenant steps down to 6.5x and 6.0x on March 31, 2021, and March 31, 2022, respectively. S&P forecasts that OSG's margin of compliance with this covenant will be in the low-single digit percent area over the next 12 months. Under the credit agreement, the company cannot cure a covenant breach in more than five quarters and must have at least two quarters in each trailing 12-month period without exercising a cure. S&P expects OSG's owner--financial sponsor Aquiline Capital Partners--to make a $6.3 million equity cure payment. S&P understands lenders will view the expected waiver as one equity cure payment. The negative outlook reflects OSG's narrow covenant headroom, modest liquidity profile, high leverage, and distressed debt trading levels, which could lead to a covenant breach, payment default, distressed exchange, or restructuring if it fails to improve its operating performance and free cash flow. "We could lower our ratings on OSG if we expect it to fail to reach an agreement with its lenders, miss an interest payment, undertake a distressed debt exchange, or breach its total net leverage covenant in the next six months," S&P said. "We could revise our outlook to stable or raise our ratings on the company if it demonstrates and sustains an improvement in its key credit measures and liquidity. Under this scenario, OSG would need to expand its organic revenue and margin, speed the pace of its deleveraging, and generate consistently positive free cash flow," the rating agency said. PACIFICO NATIONAL: Seeks Authority to Use Cash Collateral --------------------------------------------------------- Pacifico National Inc. asks the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, for entry of an order authorizing the use of cash collateral so it may continue its business operations uninterrupted. The secured creditors having an interest in the cash collateral, and the amount owed are: Secured Creditor Amount Owed ---------------- ----------- ASD Specialty Healthcare, LLC $809,021 Cedar Advance, LLC $45,513 Complete Business Solutions Group $250,000 Fox Capital Group, Inc. $1,756 Good Loans, LLC $41,000 QuarterSpot, Inc. $94,205 Region Capital $17,000 Small Business Administration $150,000 Wellen Capital, LLC $86,645 According to Pacifico National, if the Debtor is allowed to use cash collateral, it can have a profit of $3,169.00 for the month of September. While all nine creditors claim to have security, only the oldest creditor, ASD Specialty Healthcare, LLC, is actually secured. ASD was granted a security interest in the Debtor's cash collateral by contract, and the lien was perfected by a UCC Financing Statement filed with Florida's Secretary of State on January 18, 2016. ASD has sued the Debtor and reduced the amount to a judgment. The amount owed, $809,021.63, exceeds the Debtor's assets, leaving the other creditors completely unsecured. The Debtor is proposing to: -- permit ASD to keep the approximately $41,000 it has obtained by levying on the Debtor's bank accounts; -- borrow $14,000 from the Debtor's owner and paying that over to ASD's attorney; and -- grant a post-petition replacement lien in future accounts receivable and other property of the Debtor in favor of ASD. Only ASD is secured and only ASD is entitled to adequate protection, the Debtor contends. Because the ASD lien is greater than the collateral, the remaining junior lienholders are being treated as unsecured, the Debtor says. "Right now, the Debtor is proposing to set aside cash equal to the cash on hand, the $15,000.00, and use the inventory. This is the weakest part of the Debtor's plan," says Thomas H. Yardley, Esq., the Debtor's counsel. "However, the inventory of $141,915.70 is not worth $141,915.70 to anyone but the Debtor. Were it to be seized, nobody would want it, nobody would buy it. What is worth a hundred thousand dollars in the hands of the Debtor is a hundred dollars after a levy. "The Debtor has built a laboratory and clean rooms at the leased business premises, which is shown on the Balance Sheet . . . as being worth around $170,000.00. Like the inventory, this equipment is valuable in place and being used. Smashed to bits and sold at auction, it is worthless." Morton R. Branzburg, Esq. -- MBranzburg@klehr.com -- is counsel to ASD Specialty Healthcare, LLC. A copy of the Debtor's motion is available at https://bit.ly/3cADfNW from PacerMonitor.com. About Pacifico National Inc. d/b/a AmEx Pharmacy AmEx Pharmacy -- https://amexpharmacy.com -- is a nationwide compounding pharmacy specializing in dermatology and the development of topical therapies. AmEx Pharmacy services patients in 38 states throughout the United States. Pacifico National Inc. d/b/a AmEx Pharmacy sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M. D. Fl. Case No. 20-05009) on September 3, 2020. In the petition signed by Mark L. Sangree, president, the Debtor disclosed $363,794 in assets and $6,583,984 in liabilities. Thomas H. Yardley, Esq., serves as counsel to the Debtor. PALM BEACH BRAIN: Has Interim OK to Use Cash Collateral ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, has approved, on an interim basis, the motion filed by Palm Beach Brain and Spine LLC (PBSS) and affiliates seeking authority to use cash collateral. The Debtors' "cash collateral" will be used solely to pay the applicable Debtor's ordinary operating expenses as described in the Budgets filed with the Court, that become due and are payable through the date of the next cash collateral hearing. The Northern Trust Company asserts a lien in substantially all the assets of PBSS's affiliate Midtown Outpatient Surgery Center (MOSC), including but not limited to accounts and general intangibles and the proceeds thereof, pursuant to one or more promissory note, security agreement, and financing statements since 2014. As adequate protection, Echelon Medical Capital LLC, Momentum Funding LLC, Medlink Capital LLC and Medical Financial Group Holdings LLC, and Well States Healthcare d/b/a Well State Servicing are granted an assignment of and replacement lien on sold and assigned medical receivables and related "letters of protection" of equal or greater value, to the same extent as any prepetition lien or ownership interest, pursuant to 11 U.S.C. section 361(2), on an interim basis through and including the interim hearing in this matter, without any waiver by the Debtor as to the extent, validity or priority of said liens or the asserted priority secured claim by Northern Trust. The final hearing on the matter will be held on November 24, 2020 at 1:30 p.m. A full-text copy of the order is available at https://bit.ly/3mYhUTx from PacerMonitor.com. About Palm Beach Brain and Spine Palm Beach Brain & Spine -- http://www.pbbsneuro.com/-- is a medical practice providing neurosurgery, minimally invasive spine surgery and treatment for cancer of the brain and spine. Palm Beach Brain & Spine and two affiliates, Midtown Outpatient Surgery Center, LLC and Midtown Anesthesia Group, LLC, filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 19-20831) on Aug. 15, 2019. The petitions were signed by Dr. Amos O. Dare, manager. Palm Beach Brain disclosed $13,412,202 in assets and $2,685,278 in liabilities. Midtown Outpatient disclosed $6,857,558 in assets and $2,920,846 in liabilities while Midtown Anesthesia listed $5,081,861 in assets and under $50,000 in liabilities. Dana L. Kaplan, Esq. and Craig I. Kelley, Esq., at Kelley Fulton & Kaplan, P.L. are the Debtors' counsel. PASHA GROUP: S&P Cuts ICR to B- on Elevated Leverage, Outlook Neg. ------------------------------------------------------------------ S&P Global Ratings lowered the issuer credit rating on The Pasha Group to 'B-' from 'B'. At the same time, S&P lowered its issue-level rating to 'B+' from 'BB-'. The recovery rating is '1' (90%-100%; rounded estimate: 95%). Pasha's overall demand for cargo to Hawaii fell in 2020 due to the coronavirus pandemic. Shelter-in-place orders significantly slowed Hawaii's tourism earlier this year. Pasha's Hawaii division faced lower demand for cargo between the U.S. mainland and Hawaii. Demand for auto processing and shipments also decreased due to COVID-19, as automakers suspended production during the second quarter. In addition, the relocation business was impaired by the government's 90-day stop order issued in March. Although S&P expects revenue to recover in the second half of 2020, as cargo and auto volumes rebound and some administrative orders expire, the rating agency believes overall 2020 operating performance will be lower compared to 2019. However, S&P anticipates revenue growth in 2021, in part due to the company's multi-year government contract award as teaming partner under the group lead by American Roll-On Roll-Off, somewhat diversifying Pasha's revenue base. Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety The negative outlook reflects the downside risk to the rating if the Hawaii economy is weaker than S&P expects. The rating agency assumes Pasha's adjusted leverage will sustain above 8x during the next 12 months, with higher debt balances primarily driven by debt-funded vessel investments. "We could lower our rating on Pasha if the company's earnings unexpectedly decline due to a sustained slowdown in the U.S. and Hawaiian economy or challenging industry conditions, causing unsustainably high adjusted leverage, even if it does not face a credit or payment crisis in the next 12 months; Alternatively, we could lower the rating if its liquidity position significantly deteriorates in our view," S&P said. "We could revise the outlook to stable over the next 12 months if Pasha's adjusted debt to EBITDA approaches 6x and FFO to debt remains above 6% on a sustained basis. This could happen if Pasha's operating performance improves due to a stronger U.S. and Hawaiian economy or better operating efficiency," the rating agency said. PEAK PROPERTY: Taps Robert J. Shilliday as Legal Counsel -------------------------------------------------------- Peak Property Group, LLC received approval from the U.S. Bankruptcy Court for the District of Colorado to hire Shilliday Law, P.C. as its legal counsel. The firm will render the following services: a. advise Debtor with respect to its power and duties; b. assist Debtor in the development of a plan of reorganization; c. file necessary legal documents; d. take necessary actions to enjoin and stay until a final decree herein the continuation of pending proceedings; e. perform all other legal services for Debtor. The firm's services will be provided mainly by Robert Shilliday III, Esq., who will be paid at the rate of $300 per hour. He will be assisted by a paralegal who will charge an hourly fee of $100. Mr. Shilliday disclosed in court filings that he is a "disinterested person" as such term is defined in Section 101(14) of the Bankruptcy Code. Mr. Shilliday holds office at: Robert J. Shilliday III, Esq. Shilliday Law, P.C. 730 17th Street, Suite 340 Denver, CO 80202 Telephone: (720) 439-2500 Email: rjs@shillidaylaw.com About Peak Property Group LLC Peak Property Group LLC owns four properties in Denver, Colo., and La Quinta, Calif., having an aggregate comparable sale value of $1.09 million. Peak Property Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 20-16088) on Sept. 12, 2020. At the time of the filing, Debtor had total assets of $1,102,686 and total liabilities of $1,685,781. Hon. Judge Kimberley H. Tyson oversees the case. Shilliday Law, P.C. is Debtor's legal counsel. PENNYMAC FINANCIAL: S&P Rates $400MM Senior Unsecured Notes 'B+' ---------------------------------------------------------------- S&P Global Ratings said it assigned a 'B+' rating to PennyMac Financial Services Inc.'s proposed $400 million senior unsecured notes. At the same time, S&P affirmed its 'B+' issuer credit rating on the company. The outlook remains stable. The recovery rating on the debt is '3', reflecting S&P's expectation of 50%-70% (55%) recovery in a simulated default scenario. PennyMac Financial Services Inc. (PFSI) has announced a proposed $400 million senior unsecured issuance maturing in 2025, with the proceeds to be used for general corporate purposes. S&P expects PFSI to maintain elevated liquidity in the current environment as it faces increasing forbearance requests. As of the second quarter, 11.7% of the company's owned servicing portfolio was over 60 days delinquent because of the impact of COVID-19, and 12.4% was in forbearance (1.9% of which is current), which S&P expects will lead to higher operating expenses. S&P's ratings on PFSI reflect its favorable market position as one of the nation's top 10 mortgage originators and servicers, its relatively low leverage, and its mortgage servicing rights (MSR) hedging strategy, which has helped offset substantial impairment losses thus far in 2020. Conversely, the company is concentrated in the cyclical residential real estate industry, depends on warehouse funding, and has volatile earnings. The steep decline in interest rates over the last year, combined with higher gain on sale margins, has led to record net income for PFSI of $933 million over the last 12 months. Further, the company's hedging gains year to date (through the second quarter) of $1.0 billion have been pivotal in offsetting the $1.0 billion in MSR impairments. However, S&P expects the company's EBITDA to remain volatile. "The stable outlook on PFSI reflects our expectation that the company will operate with debt to EBITDA of 2.5x-3.5x over the next 12 months," S&P said. S&P's rating incorporates the expectation that EBITDA will remain somewhat volatile, which is partly offset by the strong cash flow from the company's servicing business and the company's associated hedging strategies. "We could lower the rating over the next 12 months if earnings deteriorate, if we expect the company to operate with leverage above 4.5x on a sustained basis, or if debt to tangible equity increases above 1.5x," S&P said. "We view an upgrade as unlikely at this time. We could raise the rating if we expect the company to operate with leverage below 2.5x on a sustained basis while maintaining its strong market position," the rating agency said. PHARMHOUSE INC: Gets CCAA Initial Stay Order; E&Y Named Monitor --------------------------------------------------------------- PharmHouse Inc. commenced court-supervised restructuring proceedings under the CCAA. Ernst & Young Inc. has been appointed as monitor for the Company's CCAA proceedings pursuant to the Order of the Ontario Superior Court of Justice (Commercial List) made on Sept. 15, 2020. Except as permitted in the Initial Order, the Initial Order directs the Company to make no payments relating to the supply of goods or services made prior to Sept. 15, 2020. During the Stay Period, all parties are prohibited from commencing or continuing legal proceedings against the Company and all rights and remedies of all parties against or in respect of the Company, its assets, business or respective employees are stayed and suspended except with the written consent of the Monitor or leave of the Court. No claims procedure has yet been approved by the Court and creditors are therefore not required to file a proof of claim at this time. Copies of the Initial Order and other related documents have been posted on the Monitor's website at: http://www.ey.com/ca/pharmhouse. The Monitor can be reached at: Ernst & Young Inc. The Court Appointed Monitor of PharmHouse Inc. 100 Adelaide Street West, P.O. Box 1 Toronto, ON, M5H 0B3 Hotline: 1-888-338-1764 or 416-943-3083 Email: pharmhouse.monitor@ca.ey.com Alex Morrison Tel: (416) 941-7743 Email: Alex.f.morrison@ca.ey.com Karen Fung Tel: (416) 943-2501 Email karen.l.fung@ca.ey.com Counsel to the Monitor: Borden Ladner Gervais LLP East Tower, Bay Adelaide Centre 22 Adelaide St W, #3400 Toronto, ON M5H 4E3 Alex MacFarlane Tel: (416) 367-6305 Email: AMacFarlane@blg.com Bevan Brooksbank Tel: (416) 367-6604 Email: bbrooksbank@blg.com Counsel to the Company: Bennett Jones LLP 3400 One First Canadian Place P.O. Box 130 Toronto, ON, M5X 1A4 Sean Zweig Tel: (416) 777-6254 Email: zweigs@bennettjones.com Mike Shakra Tel: (416) 777-6236 Email: shakram@bennettjones.com Joshua Foster Tel: (416) 777-7906 Email: fosterj@bennettjones.com Chief Restructuring Organization: Edge Financial Consulting Services Corp. Attn: Peter Kampian Tel: (416) 209-5982 Email: peter.kampian@rogers.com PharmHouse Inc. operates as a pharmaceutical company. PHOENIX GUARANTOR: S&P Assigns 'B' Rating to New Term Loans ----------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level and '3' recovery ratings to Phoenix Guarantor Inc.'s proposed $475 million first-lien term loan and $75 million delayed-draw term loan. The company expects to use the proceeds of the issuance to finance the acquisition of a leading provider of hospice pharmacy services company and other near-term acquisitions, and fund cash to balance sheet for future mergers and acquisitions and general corporate purposes. The first-lien credit facility recovery rating is unchanged at '3'. However, S&P revised its rounded recovery estimate to 55% from 60%. S&P's 'B' issuer credit rating and stable outlook are not affected by the proposed transactions. The aggressive acquisition pace (S&P estimates approximately $320 million acquisition spending in 2020, pro forma for the $250 million contemplated with this financing) is consistent with the rating agency's expectation. Hospice pharmacy business would represent another new business line for the company. S&P maintains its view that a key credit risk is the company's involvement in multiple segments (e.g., long-term care pharmacy, intellectual developmental disability [IDD] care, home infusion, home health, personal care, etc.), which raises the complexity of the operation." The other risks include integration risk, reimbursement risk (mostly from Medicare Part D and state Medicaid) and competitive pressure from various fragmented markets in which Phoenix competes. Partially offsetting these concerns is Phoenix's significant payer and service line diversification. The company derives about one-third of total revenue from Medicare Part D, which is subject to reimbursement rate pressure when the company negotiates with large PBMs. That said, the company has renewed its three-year agreement with two of three largest PBMs. The other source of reimbursement risk for Phoenix is Medicaid, which accounts for roughly 27% of total revenue. Medicaid is the primary payer for legacy BrightSpring's IDD care and home care business, which are at risk for changes to annual appropriations related to state fiscal budgets. However, S&P believes this risk is smaller than for Medicare Part D because the risk is spread across 50 states and Medicaid is already a low payer. Phoenix's Medicaid exposure is diversified, with the top 10 Medicaid states representing 19% of consolidated revenue. Lastly, the company has delivered solid financial results since its formation in early 2019. S&P expects 2020 revenue and S&P's adjusted EBITDA of $5.5 billion and $450 million, respectively. Importantly, the company is cash generative, with $85 million in free cash flow in the first half of 2020, despite modest negative effects from the COVID-19 pandemic. PHOENIX PRODUCTS: Cash Collateral Hearing Continued to Oct. 22 -------------------------------------------------------------- The telephonic hearing to consider Phoenix Products, Inc.'s Motion for Use of Cash Collateral has been continued to October 22, 2020, at 9:00 a.m. Phoenix Products, Inc. asked the U.S. Bankruptcy Court for the Eastern District of Kentucky, London Division, for entry of an order approving the continued use of cash collateral and adequate protection payments from September 18 to October 30 to ensure continued going-concern operations and to protect and preserve the value of the Debtor's assets and ongoing operations for the benefit of all creditors. The Debtor proposed that the use of cash collateral and payment of adequate protection be pursuant to the terms of the Order entered by the Court on August 13, 2020 [ECF No. 194] in order to permit time for due consideration of a plan and disclosure statement to be filed by the Debtor. * * * Bankruptcy Judge Gregory R. Schaaf granted the Debtor's request for final approval to use cash collateral to pay for those items designated on the Budget through and including October 22, 2020. The Motion and the Objection filed on behalf of Community Trust Bank are continued to October 22 at 9:00 a.m. Judge Schaaf held that Community Trust Bank is granted a replacement lien to the extent of any diminution of its interest in the cash collateral upon the property of the Debtor, including postpetition accounts and cash collateral, of the same type, description, validity, and priority as existed in the respective prepetition collateral as of the Petition Date, subject only to any valid and enforceable, perfected, and non-avoidable liens of other secured creditors. Notwithstanding, the replacement lien shall not attach to causes of action under 11 U.S.C. chapter 5, which may be brought by, or on behalf of, the Debtor or any proceeds of the avoidance actions. A copy of the Debtor's motion is available at https://bit.ly/3k2J21j from PacerMonitor.com. About Phoenix Products Inc. Phoenix Products, Inc. -- https://acstuff.com/ -- provides components and Technical Data Packages (TDP) for the U.S. Government. It has significant, relevant experience in the machining, fabrication, and assembly of Helicopter Main Rotor Blade Shipping and Storage Containers (SSCs), Engine and Propulsion Systems Containers, Aircraft Flight Worthy Components, and Ground Support Equipment (GSE), including Missile SSCs. Its customer base includes the Department of Defense, Defense Logistics Agency, Lockheed Martin, Sikorsky, Rolls-Royce, and other OEMs. Phoenix Products sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Case No. 20-60370) on March 18, 2020. The petition was signed by Peggy Wilson, the Debtor's chief executive officer. At the time of the filing, the Debtor was estimated to have assets of between $500,000 and $1 million and liabilities of between $1 million and $10 million. Judge Gregory R. Schaaf oversees the case. Delcotto Law Group, PLLC is the Debtor's legal counsel. An Official Committee of Unsecured Creditors has been appointed in the case and is represented by: James R. Irving, Esq. Christopher B. Madden, Esq. Gina M. Young, Esq. DENTONS BINGHAM GREENEBAUM LLP 3500 PNC Tower 101 South Fifth Street Louisville, KY 40202 Telephone: (502) 587-3606 Facsimile: (502) 540-2215 E-mail: james.irving@dentons.com chris.madden@dentons.com gina.young@dentons.com PLAQUEMINE BAYOU: Seeks Authority to Use Cash Collateral -------------------------------------------------------- Plaquemine Bayou Parke LLC asks the U.S. Bankruptcy Court for the Middle District of Louisiana for entry of an order authorizing the Debtor's use of cash collateral, granting adequate protection, scheduling and approving the form and method of notice of the final hearing on the Motion, and for other related relief as necessary. Home Bank asserts a secured claim against the Debtor in the amount of $1,232,919.79. Home Bank holds a multiple indebtedness mortgage against the Debtor’s real property which also provides for a lien on the Debtor’s rent and lease receivables. The Debtor filed for bankruptcy relief in order to stop a sheriff’s foreclosure sale commenced by the Secured Creditor in order to preserve the equity in the real property. The Debtor acknowledges the Secured Creditor is entitled to receive adequate protection to the extent of any diminution in value of their interest in the prepetition collateral as a result of the imposition of the automatic stay. The Debtor believes the Secured Creditor is adequately protected by the equity cushion in the real property. The Secured Creditor’s proof of claim reflects a value of approximately $1.7 million and a debt of approximately $1.2 million, leaving an approximately $500,000 equity cushion. Further, the Debtor submits that the value of the real property is approximately $2.0 million, providing for an even higher equity cushion. A copy of the motion is available at https://bit.ly/3mOHBFY from PacerMonitor.com. About Plaquemine Bayou Parke LLC Plaquemine Bayou Parke, L.L.C. owns and operates a shopping center complex located in Plaquemine, Louisiana. It classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). It sought protection under Chapter 11 of the U.S. Bankruptcy Court (Bankr. M.D. La. Case No. 20-10623) on September 2, 2020. In the petition signed by Michael D. Kimble, authorized representative, the Debtor disclosed up to $10 million in assets and liabilities of the same range. The case is assigned to Judge Douglas D. Dodd. Tristan Manthey, Esq., at HELLER, DRAPER, PATRICK, HORN & MANTHEY LLC, serves as counsel to the Debtor. PORTOFINO TOWERS: Case Summary & Unsecured Creditor --------------------------------------------------- Debtor: Portofino Towers 1002 LLC 300 South Pointe Dr 1002 Miami Beach, FL 33139 Business Description: Portofino Towers 1002 LLC owns a condo at 300 S Pointe Dr. Unit 1002, Miami Beach FL 33139. Chapter 11 Petition Date: September 27, 2020 Court: United States Bankruptcy Court Southern District of Florida Case No.: 20-20446 Judge: Hon. Jay A. Cristol Debtor's Counsel: Joel M. Aresty, Esq. JOEL M. ARESTY P.A. 309 1st Ave S Tierra Verde, FL 33715 Tel: 305-904-1903 E-mail: aresty@icloud.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Laurent Benzaquen, authorized member (AMBR). The Debtor listed Heagrand, Inc. as its sole unsecured creditor holding a claim of $400,000. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6AHIVCY/Portofino_Towers_1002_LLC__flsbke-20-20446__0001.0.pdf?mcid=tGE4TAMA PROJECT RUBY: S&P Affirms B- Issuer Credit Rating; Outlook Stable ----------------------------------------------------------------- S&P Global Ratings affirmed its issuer credit rating on Overland Park, Kan.-based health care IT company Project Ruby Parent Corp. (d/b/a WellSky completed the transaction that adds Leonard Green & Partners (LGP) at 'B-' . The outlook remains stable. At the same time, S&P is assigning 'B' issue-level and '2' recovery (70%-90%; rounded estimate: 75%) ratings on the $77 million incremental first-lien term loan and 'CCC' issue-level and '6' recovery (0%-10%; rounded estimate: 0%) ratings on the $83 million incremental second-lien term loan. S&P affirms the rating and maintain a stable outlook despite the increase in leverage and interest expense following the transaction based on the rating agency's projections that the company will continue to expand its top line and improve margins. The rating agency believes WellSky's growing scale and operating leverage, along with improved working capital during 2021, will allow it to generate higher free cash flows, despite the increased interest burden. "We recognize the company's track record of consistent free cash flows is mixed, given working capital uses, one-time expenses, and capital spending. However, we expect non-recurring expenses to decline going forward," S&P said. The rating also reflects WellSky's small revenue base of about $370 million estimated for fiscal 2020 (ended June 30), and narrow operating focus in the largely fragmented health care IT market. S&P does believe WellSky's presence in the non-acute and post-acute care market is favorable as this segment offers significant growth opportunities due to the aging population, and increasing referrals to post-acute-care providers. S&P also views favorably WellSky's highly recurring revenue base (with about 80% of revenues recurring) and ample visibility with a backlog in the high-40% area. S&P also believes the company has a distinct competitive advantage over its peers with its development of the Food and Drug Administration-approved HCLL Transfusion software and its strong relationship with Epic, which integrates this application into its own software." "The stable outlook reflects our expectation that WellSky's customer renewal rates will remain strong, supporting solid high-single-digit organic revenue growth rates," S&P said. S&P also expects the company's EBITDA margin to remain in the high-20% range, which will enable it to generate positive FOCF over the next 12 months despite its high leverage. "We could lower the rating if the company fails to achieve revenue and EBITDA growth through introducing next-generation product lines or significant customer attrition, leading to negative FOCF and weaker liquidity. We could also lower the rating if the company pursues debt-funded acquisitions or shareholder returns that lead to unsustainable leverage," S&P said. "We could consider a higher rating if increased revenue and EBITDA growth leads to consistent positive reported FOCF with minimal working capital swings and leverage below 7x," the rating agency said. PS OF DENVER: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: PS Of Denver, Inc. DBA ProSource of Denver 730 S. Jason Street, Unit 18 Denver, CO 80223 Business Description: PS Of Denver, Inc. is a supplier of flooring, cabinets, and counter tops. Chapter 11 Petition Date: September 25, 2020 Court: United States Bankruptcy Court District of Colorado Case No.: 20-16375 Judge: Hon. Thomas B. Mcnamara Debtor's Counsel: K. Jamie Buechler, Esq. BUECHLER LAW OFFICE, L.L.C. 999 18th Street, Suite 1230 S Denver, CO 80202 Tel: 720-381-0045 Fax: 720-381-0382 E-mail: Jamie@kjblawoffice.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Brett C. Martin, president. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available at PacerMonitor.com at: https://www.pacermonitor.com/view/LLKXF4A/PS_Of_Denver_Inc__cobke-20-16375__0001.0.pdf?mcid=tGE4TAMA RADIO CANTICO: U.S. Trustee Says Plan Unconfirmable --------------------------------------------------- William K. Harrington, the United States Trustee for Region 2, objects to the motion of Debtor Radio Cantico Nuevo, Inc. for approval of the disclosure statement describing chapter 11 plan. The United States Trustee objects to the Motion on the basis that the Debtor's Plan is patently unconfirmable because the Debtor cannot satisfy its burden of showing that it meets the requirement set forth in Section 1129(a)(11) of the Bankruptcy Code of plan feasibility. The United States Trustee claims that the Debtor has not included financial projections nor has it addressed all of the Debtor's assets in the liquidation analysis submitted in connection with the Disclosure Statement, which undermines the Plan's feasibility as required under 11 U.S.C. Sec. 1129(a)(11). The United States Trustee points out that the Plan also does not demonstrate that the Plan has an impaired consenting class, rendering the Plan unconfirmable under Section 1129(a)(10). The United States Trustee asserts that the Disclosure Statement lacks a meaningful discussion regarding risks to creditors under the Plan, the Debtor's leases, the proposed 'new value contribution' of the Debtor's equity shareholders sufficient to satisfy the absolute priority rule, the required acceptance of the plan by the sole impaired class that is, in turn, governed by the vote of one key creditor, and the broad releases to the Debtor's professionals. A full-text copy of the United States Trustee's objection to the disclosure statement motion dated August 7, 2020, is available at https://tinyurl.com/y4gzbyl9 from PacerMonitor.com at no charge. About Radio Cantico Radio Cantico Nuevo filed a voluntary Chapter 11 petition (Bankr. E.D.N.Y. Case No. 19-47051) on Nov. 21, 2019, listing under $1 million in both assets and liabilities, and is represented by Alla Kachan, Esq., at the Law Offices of Alla Kachan, P.C. RED VENTURES: S&P Rates $400MM Senior Secured Term Loan 'B+' ------------------------------------------------------------ S&P Global Ratings assigned its 'B+' issue-level rating and '3' recovery rating to the proposed $400 million incremental senior secured term loan B issued by digital marketing services company Red Ventures Holdco L.P.'s subsidiaries Red Ventures LLC and New Imagitas Inc. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 55%) recovery for lenders in the event of a payment default. Red Ventures will use the proceeds from this loan to help fund its previously announced acquisition of CNET Media Group. S&P expects the transaction to contribute to a rise in the company's leverage to more than 6.0x in 2020, which is well above S&P's 5.5x downside threshold for the current rating. However, S&P expects Red Ventures to subsequently reduce its leverage to less than 5.0x in 2021 as the global economy slowly recovers from the contraction caused by the COVID-19 pandemic. "Our negative outlook reflects the uncertainty around the extent and duration of the pandemic's effects on the economy and Red Ventures' operating performance as well as the risk that a prolonged economic downturn could cause the company's net leverage to remain above 5.5x and its free operating cash flow-to-debt ratio to fall well below 10% in 2021," S&P said. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario contemplates a default occurring in 2024 because of the combination of a sharp decline in advertising and marketing spending (due to economic weakness) and key client losses or pricing pressure (due to increased competition). -- Red Ventures' debt capitalization comprises an $85 million accounts receivable (AR) securitization facility due in 2021 (not rated), a pari passu $754 million first-lien revolving credit facility due in 2023, a $2.28 billion first-lien term loan due in 2024, and the new $400 million first-lien term loan due in 2024. -- Red Ventures LLC and New Imagitas Inc. are co-borrowers of the credit facility. Red Ventures Holdco L.P. (the ultimate parent holding company) and substantially all of its and the borrowers' U.S. domestic subsidiaries guarantee the credit facility. -- The credit facility is secured by a lien on substantially all of the co-borrowers' and guarantors' capital stock and tangible and intangible property (subject to 65% of the voting stock of the first-tier foreign subsidiary and other excluded assets). -- S&P valued Red Ventures on a going-concern basis because it expects that, in the event of a bankruptcy, the reorganized company will benefit from its large consumer publishing portals, such as Bankrate.com, and the inherent value of its client relationships and organizational know-how and expertise in digital marketing and customer acquisition. Simulated default assumptions -- Simulated year of default: 2024 -- EBITDA at emergence: About $315 million -- EBITDA multiple: 6.5x -- Revolving credit facility is 85% drawn in S&P's simulated year of default. Simplified waterfall -- Net enterprise value (after 5% administrative costs): About $1.95 billion -- Value available for first-lien debt claims (after priority AR securitization facility claims): About $1.9 billion -- Estimated senior secured debt claims: About $3.31 billion -- Recovery expectations: 50%-70% (rounded estimate: 55%) Note: All debt claims include six months of prepetition interest. REMINGTON OUTDOOR: Vista Nabs Ammunition Business in Auction ------------------------------------------------------------ Vista Outdoor Inc. (NYSE: VSTO), a global designer, manufacturer and marketer of products in the outdoor sports and recreation markets, announced Sept. 28, 2020, that it has been named a successful bidder in the auction process conducted in connection with Remington Outdoor Company, Inc.'s ("ROC's") Chapter 11 bankruptcy cases pending in the United States Bankruptcy Court for the Northern District of Alabama. As a result, Vista Outdoor will acquire certain assets related to ROC's ammunition and accessories businesses, including ROC's ammunition manufacturing facility in Lonoke, Arkansas and related intellectual property, including the Remington brand and trademarks. Vista Outdoor has agreed to pay a gross purchase price of $81.4 million for the assets to be acquired, subject to certain customary closing adjustments. The transaction is subject to the approval of the United States Bankruptcy Court for the Northern District of Alabama at a hearing currently scheduled for September 29, 2020, and other customary closing conditions. "Remington ammunition and accessories have a storied role in America's sporting heritage, with a legacy dating back to 1816," said Chris Metz, Vista Outdoor Chief Executive Officer. "We are excited and honored to add the iconic Remington brand and green box to Vista Outdoor's portfolio of ammunition brands, and Remington accessories to our portfolio of Hunting and Shooting Accessories. The Remington brand is beloved by hunting and shooting sports enthusiasts everywhere and we look forward to restoring it to greatness by leveraging Vista Outdoor's scale, manufacturing infrastructure, distribution channels and Centers of Excellence. "We see a clear path to value creation. With our deep expertise and resources, we can transform Remington's ammunition and accessories businesses to create a more efficient, profitable and sustainable operation. At the same time, by rescuing the Remington ammunition businesses from bankruptcy, we will protect hundreds of jobs, support wildlife and habitat conservation and ensure that hunting and shooting sports enthusiasts can continue to purchase their favorite ammunition and accessories. We look at this acquisition as a means of better serving millions of consumers with the products they love from one of the country's original and best-known brands, while furthering Vista Outdoor's mission of being a powerhouse of passionate outdoor sports and recreation brands," Metz added. For calendar year 2019, aggregate net sales by the Remington ammunition and accessories brands were approximately $200 million. Vista Outdoor expects the transaction to be accretive to earnings, excluding transaction and transition costs, in Fiscal Year 2022. Vista Outdoor will be using cash on hand and available liquidity under its asset-based revolving credit facility to complete this transaction. Assuming court approval is received as anticipated, Vista Outdoor expects to close the transaction early in the third quarter of FY21. Remington's other business units, including its firearms businesses, will be purchased by other bidders in the auction and operated independently from Vista Outdoor following the closing of those acquisitions. About Vista Outdoor Vista Outdoor is a global designer, manufacturer and marketer of consumer products in the outdoor sports and recreation markets. The Company has a portfolio of well-recognized brands that provides consumers with a wide range of performance-driven, high-quality and innovative products for individual outdoor recreational pursuits. Vista Outdoor products are sold at leading retailers and distributors across North America and worldwide. For news and information, visit www.vistaoutdoor.com or follow us on Twitter @VistaOutdoorInc and Facebook at www.facebook.com/vistaoutdoor. About Remington Outdoor Company Remington Outdoor Company, Inc. and its affiliates are manufacturers of firearms, ammunition and related products for commercial, military, and law enforcement customers throughout the world. They operate seven manufacturing facilities located across the United States. The companies' principal headquarters are located in Huntsville, Alabama. Remington Outdoor Company and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Lead Case No. 20-81688) on July 27, 2020. At the time of the filing, Remington disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Clifton R. Jessup Jr. oversees the cases. Debtors have tapped O'Melveny & Myers LLP as their bankruptcy counsel, Burr & Forman LLP as local counsel, M-III Advisory Partners LP as financial advisor, Ducera Partners LLC as investment banker, and Prime Clerk LLC as notice, claims and balloting agent. 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. REMORA PETROLEUM: Unsecureds May Recover 1.7% in Plan ----------------------------------------------------- Remora Petroleum, L.P. and its debtor affiliates submitted a Plan and a Disclosure Statement. The Restructuring proposed by the Debtors will provide substantial benefits to the Debtors and their stakeholders, including, without limitation, the following: * Except as otherwise provided in the Plan, all assets of the Debtors, including the Properties, will be transferred to Remora Operating prior to and as a condition to the Effective Date. The Restructuring will transfer the equity interests in Remora Operating, LLC in satisfaction of the Allowed First Lien Lender Secured Claims and/or DIP Claims. After the Effective Date, holders of the Allowed First Lien Lender Secured Claims will own 100% of the equity interests in Reorganized Remora Operating, LLC (subject to dilution by the Management Incentive Plan and the distribution to the Holders of DIP Claims to the extent the DIP Agent, acting at the direction of the DIP Required Lenders, elects to satisfy the DIP Claims with New Equity Interests of Reorganized Remora Operating). * The continuation of Reorganized Remora Operating's business, including the ability to participate in future exploration activities, will provide benefit by way of: maintaining contractual relationships among working interest owners; continued participation by Reorganized Remora Operating in funding its portion of operating and development costs for drilling, exploration, and production operations; and continued compliance with decommissioning and plugging and abandonment obligations. It is anticipated that certain of the Debtors’ management team and employees may continue to operate the assets for Reorganized Remora Operating through a yet to be determined structure or potential transition services agreement, as may be negotiated with and determined by the New Board. * Reorganized Remora, Reorganized Remora GP, Reorganized Remora CA and Reorganized Remora LA shall continue in existence after the Effective Date in order to wind down their affairs. * The Restructuring will also provide the basis for moving forward for Reorganized Remora Operating to continue to do business with many current vendors and suppliers, thereby providing economic contribution to the vendor and supplier community. * The Restructuring will provide (through the use of collateral securing the DIP Claims and the First Lien Lender Secured Claims) recovery to certain Classes of Claims that could expect a lesser recovery, or no recovery, if the Debtors were liquidated under chapter 7 of the Bankruptcy Code or if the Holders of the First Lien Lender Secured Claims were to exercise foreclosure rights. Absent the consent of the First Lien Lenders, the Class 2 Cash Distribution and the Class 3 Cash Distribution would otherwise not be available to Holders of Allowed Second Lien Claims and Allowed General Unsecured Claims, respectively. The Plan proposes to treat claims and interests as follows: -- Class 1 First Lien Lender Secured Claims. This class is impaired and may recover 45.8% of their claims. Each such Holder shall receive its respective Pro Rata share of 100% of the New Equity Interests in Reorganized Remora Operating (subject to dilution by the Management Incentive Plan and the DIP Claims to the extent the DIP Agent elects to satisfy the DIP Claims with New Equity Interests of Reorganized Remora Operating). -- Class 2 Second Lien Claims. This class is impaired and may recover 2.4% of their claims. Each such Holder shall receive its Pro Rata Share of the Class 2 Cash Distribution on the Effective Date. -- Class 3 Unsecured Claims. This class is impaired and may recover 1.7% of their claims. Each such Holder shall receive its respective Pro Rata share of the Class 3 Cash Distribution. -- Class 3 Intercompany Claims. This class is impaired. Each Allowed Intercompany Claim shall be cancelled and released without any Plan Distribution on account of such Claim. -- Class 4 Equity Interests. This class is impaired. On the Effective Date, Equity Interests in Remora Operating shall automatically be deemed cancelled, and the Holders of such Equity Interests shall not receive any Plan Distribution or retain any property or interest in property on account of their respective Equity Interests in Remora Operating. The Reorganized Debtors shall fund any Cash Plan Distributions with Cash on hand, including Cash from operations and borrowing under the Exit Facility. A full-text copy of the Disclosure Statement dated August 12, 2020, is available at https://tinyurl.com/y6oahwvo from PacerMonitor.com at no charge. Proposed counsel for the Debtors: Timothy A "Tad" Davidson II Joseph Rovira Catherine Diktaban HUNTON ANDREWS KURTH LLP 600 Travis, Suite 4200 Houston, Texas 77002 Tel: (713) 220-4200 About Remora Petroleum Remora Petroleum, L.P. and its affiliates are engaged in the exploration, development, production and acquisition of conventional oil and gas assets, with a focus on assets that are heavy on proved developed producing (PDP) reserves. They have acquired assets in various locations since their formation in 2011. Remora Petroleum and four affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-34037) on Aug. 12, 2020. John T. Young, Jr., CRO, signed the petitions. At the time of the filing, the Debtors disclosed estimated assets of $10 million to $50 million and estimated liabilities of $50 million to $100 million. Judge David R. Jones oversees the cases. The Debtors tapped Hunton Andrews Kurth LLP as counsel, Conway MacKenzie Management Services, LLC as financial advisor, and Seaport Gordian Energy, LLC as investment banker. Donlin, Recano & Company, Inc. is the claims, noticing and solicitation agent. RETAIL SOLUTIONS: Hires Ogletree Deakins as Special Counsel ----------------------------------------------------------- Retail Solutions, LLC, seeks authority from the United States Bankruptcy Court for the District of Arizona to hire Ogletree, Deakins, Nash, Smoak & Stewart, P.C. as its special counsel counsel. The Debtor wishes to employ Ogletree to continue to assist the Debtor as special counsel regarding pending and threatened employment and labor litigation. Prior to the Petition Date, three employees had initiated litigation against the Debtor pursuant to California labor laws, involving among other things, mandatory employee rest breaks. The Debtor anticipates that Ogletree will assist Allen Barnes & Jones, the Debtor's bankruptcy counsel, regarding issues related to California labor and employment laws. Ogletree will render these services: a. provide the Debtor with legal advice with respect to labor and employee matters; b. represent the Debtor in connection with negotiations involving employees arising with or during the course of operations; c. represent the Debtor in litigation involving employee claims as necessary; and d. prepare necessary agreements, negotiations and documentation related to the foregoing. Ogletree's standard hourly rates are: Betsy Johnson Shareholder $635 Carmen M. Aguado Associate $485 Jennifer L. Katz Of Counsel $535 Kacie Hardin Paralegal $245 Ogletree received a retainer in the amount of $30,000. Betsy Johnson, Esq., shareholder of Ogletree Deakins, 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. The counsel can be reached through: Betsy Johnson, Esq. Ogletree, Deakins, Nash, Smoak & Stewart, P.C. 400 South Hope Street, Suite 1200 Los Angeles, CA 90071 Phone: 213-239-9800 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. ROCKPORT DEVELOPMENT: Hires Marcus & Millichap as Broker -------------------------------------------------------- Rockport Development, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Central District of California to employ Marcus & Millichap, as real estate broker to the Debtors. Rockport Development requires Marcus & Millichap to market and sell the Debtors' real property located at and commonly known as 181, 185, and 187 Monterey Road, South Pasadena, California. Marcus & Millichap will be paid a commission of 5% of the sales price. Glen Scher, First Vice President Investment Director, National Multi Housing Group, with Marcus & Millichap, 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. Marcus & Millichap can be reached at: Glen Scher MARCUS & MILLICHAP 16830 Ventura Blvd., Suite 100 Encino, CA 91436 Tel: (818) 212-2700 About Rockport Development Rockport Development, Inc., a company based in Irvine, Calif., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-11339) on May 7, 2020. On June 11, 2020, Rockport's affiliate Tiara Townhomes LLC filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-11683). Judge Scott C. Clarkson oversees the cases, which are jointly administered under Case No. 20-11339. At the time of the filing, Rockport was estimated to have $10 million to $50 million in both assets and liabilities. Tiara Townhomes LLC disclosed assets of between $1 million and $10 million and liabilities of the same range. The Debtor has tapped Marshack Hays, LLP as its legal counsel, and Michael VanderLey of Force Ten Partners, LLC as its CRO. SEANERGY MARITIME: Reports Fleet Commercial Guidance ---------------------------------------------------- Seanergy Maritime Holdings Corp. releases its third quarter 2020 commercial guidance and update on the purchase of shares by its Chairman and CEO. Fleet commercial update and Third Quarter 2020 TCE Guidance As of Sept. 24, 2020, approximately 94% of the Company's fleet operating days in the third quarter have been fixed at a time charter equivalent of approximately $16,300 per ship per day, which is calculated on a load-to-discharge method of accounting. This follows (i) the improved earnings environment in the third quarter of 2020 when compared to the first half of the year, (ii) the fixtures of spot voyages for the Company's four vessels that are not employed on index-linked time charters through various dates in September and (iii) management's decision to exercise the option to convert the floating rate under the index-linked charter of the M/V Lordship to a fixed gross rate of $22,000 per day for a 2-month period. Update on Stock Purchases by the CEO As of Sept. 24, 2020, the Company's Chairman and Chief Executive Officer, Mr. Stamatis Tsantanis, has purchased 200,000 of Seanergy's common shares in accordance with the previously announced plan for open-market purchases by Mr. Tsantanis. Further purchases will be announced in subsequent updates. About Seanergy Maritime Greece-based Seanergy Maritime Holdings Corp. -- http://www.seanergymaritime.com/-- is the only pure-play Capesize ship-owner publicly listed in the US. Seanergy provides marine dry bulk transportation services through a fleet of 11 Capesize vessels with an average age of about 11.5 years and aggregate cargo carrying capacity of approximately 1,926,117 dwt. The Company is incorporated in the Marshall Islands and has executive offices in Athens, Greece. Seanergy Maritime reported a net loss of US$11.70 million for the Dec. 31, 2019, a net loss of US$21.06 million for the year ended Dec. 31, 2018, and a net loss of US$3.23 million for the year ended Dec. 31, 2017. As of Dec. 31, 2019, the Company had US$282.55 million in total assets, US$252.69 million in total liabilities, and US$29.86 million in total stockholders' equity. Ernst & Young (Hellas) Certified Auditors Accountants S.A., in Athens, Greece, the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 5, 2020 citing that the Company has a working capital deficiency and has stated that substantial doubt exists about the Company's ability to continue as a going concern. In addition, the Company has not complied with a certain covenant of a loan agreement with a bank. SERENTE SPA: Court Confirms Reorganization Plan ----------------------------------------------- Judge Jeffrey P. Norman has ordered that the Disclosure Statement of Serente Spa, LLC is approved, and the Plan is confirmed. Serente Spa's Plan of Reorganization provides: * Class 3(b) Contractual Secured Claims are impaired: -- On Deck: On Deck filed a secured claim for $25,960. The Debtor will pay this claim in full plus 4% interest in monthly installments and the claim will be paid in full in 60 equal monthly payments. The payments will be approximately $478.00 per month with the first monthly payments being due and payable on the 15th day of the first full calendar month following 60 days after the effective date of the plan. -- Time Payment: Time Payment filed a secured claim for $1,182. The Debtor will pay this claim in full plus 4% interest in monthly installments and the claim will be paid in full in 60 equal monthly payments. The payments will be approximately $22.00 per month with the first monthly payments being due and payable on the 15th day of the first full calendar month following 60 days after the effective date of the plan. * Class 4 General Unsecured Claims are impaired. The allowed general unsecured creditors will be paid as much of what they are owed as possible. Each year, for 5 years, the Reorganized Debtor shall pay to the allowed unsecured creditors their pro-rata share of 50% of the net profit for the previous year, in twelve monthly payments beginning on Sept. 15th of the year in which the financial statement is mailed to these creditors. * Insiders will not be paid any prepetition claims during the term of the Plan and their claims will be discharged upon confirmation of the Plan. * Present equity holders are Linda Cuffari 2323 McCue Road Apt 703, Houston, TX 77056 Managing Member-Owner 52.00% Michael W. Stewart 5015 Longmont Drive, Houston, TX 77056 Member - Owner 10.00% Samer U. Alazem 2808 Virginia St., Houston, Texas 77098 Member - Owner 38.00%. Members ownership in the LLC will terminate on the Effective Date of this plan: Michael W. Stewart 5015 Longmont Drive, Houston, TX 77056 Member - Owner 10.00% Samer U. Alazem 2808 Virginia St., Houston, Texas 77098 Member - Owner 38.00% This Plan of Reorganization will be funded by the Reorganized Debtor through future business income of the Debtor. A full-text copy of the Plan of Reorganization dated August 12, 2020, is available at https://tinyurl.com/yyuge2e3 from PacerMonitor.com at no charge. Attorney for the Debtor: Margaret M. McClure 909 Fannin, Suite 3810 Houston, Texas 77010 Tel: (713) 659-1333 Fax: (713) 658-0334 E-mail: margaret@mmmcclurelaw.com About Serente Spa Serente Spa, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-35078) on Sept. 9, 2019. At the time of the filing, the Debtor had estimated assets of less than $100,000 and liabilities of less than $1 million. The case is assigned to Judge Jeffrey P. Norman. Margaret Maxwell McClure, Esq., at the Law Office of Margaret M. McClure, is the Debtor's legal counsel. No official committee of unsecured creditors has been appointed in the Debtor's bankruptcy case. SEVEN STARS: Hires Brian K. Mc Mahon as Counsel ----------------------------------------------- Seven Stars on the Hudson Corp., seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Brian K. Mc Mahon, P.A., as counsel to the Debtor. Seven Stars requires Brian K. Mc Mahon to: a. give legal advice to the Debtor with respect to its powers and duties as a debtor-in-possession; 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 the court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interest of the Debtor in all matters pending before the court; and e. represent the Debtor in negotiation with its creditors in the preparation of a plan. Brian K. Mc Mahon will be paid at the hourly rate of $400. Brian K. Mc Mahon will be paid a retainer in the amount of $17,500. Brian K. Mc Mahon will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian K. Mc Mahon, partner of Brian K. Mc Mahon, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Brian K. Mc Mahon can be reached at: Brian K. Mc Mahon, Esq. BRIAN K. MC MAHON, P.A. 1401 Forum Way, 6th Floor West Palm Beach, FL 33401 Tel: (561) 478-2500 Fax: (561) 478-3111 About Seven Stars on the Hudson Corp Seven Stars on the Hudson Corp. manages a trampoline amusement park. It conducts business under the name Rockin Jump. Visit rockinjump.com/ftlauderdale for more information. On Aug. 24, 2020, Seven Stars on the Hudson Corp. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-19106). The petition was signed by Jens Berding, Debtor's authorized representative. At the time of the filing, the Debtor disclosed total assets of $491,919 and total liabilities of $1,393,203. Judge Scott M. Grossman oversees the case. Brian K. McMahon, P.A. is the Debtor's legal counsel. Kathleen A. Daly, P.A., as special counsel. SEVEN STARS: Hires Kathleen A. Daly as Special Counsel ------------------------------------------------------ Seven Stars on the Hudson Corp. seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Kathleen A. Daly, P.A., as special counsel to the Debtor. The Debtor is a lessee of the premises located at 5300 N. Powerline Rd., Bay 6 & 7, Ft. Lauderdale Fl 33309. Seven Stars requires Kathleen A. Daly to provide legal services in conjunction with a lawsuit to be commenced by the Debtor against the landlord of the premises, as well as other entities or persons acting against the Debtor's interests in connection with its use of the premises. Kathleen A. Daly will be paid at the hourly rate of $250. Kathleen A. Daly received from the Debtor a retainer in the amount of $5,000 on April 2019, and $2,500 upon signing the retainer agreement. Kathleen A. Daly also received the amount of $7,500 on December 2019. Kathleen A. Daly will also be reimbursed for reasonable out-of-pocket expenses incurred. Kathleen A. Daly, partner of Kathleen A. Daly, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Kathleen A. Daly can be reached at: Kathleen A. Daly, Esq. KATHLEEN A. DALY, P.A. 515 N. Flagler Drive, Ste. P-300 West Palm Beach, FL 33401 Tel: (561) 293-8514 Fax: (800) 395-8692 E-mail: kdaly@kadalylaw.com About Seven Stars on the Hudson Corp Seven Stars on the Hudson Corp. manages a trampoline amusement park. It conducts business under the name Rockin Jump. Visit rockinjump.com/ftlauderdale for more information. On Aug. 24, 2020, Seven Stars on the Hudson Corp. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-19106). The petition was signed by Jens Berding, Debtor's authorized representative. At the time of the filing, Debtor disclosed total assets of $491,919 and total liabilities of $1,393,203. Judge Scott M. Grossman oversees the case. Brian K. McMahon, P.A. is Debtor's legal counsel. Kathleen A. Daly, P.A., as special counsel. SHOPPINGTOWN MALL: Oct. 6 Disclosure Statement Hearing Set ---------------------------------------------------------- On Aug. 5, 2020, Shoppingtown Mall NY LLC filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a Disclosure Statement, Plan Summary and Plan. On Aug. 6, 2020, Judge Carlota M. Bohm ordered that: * Sept. 12, 2020 is the last day for filing and serving Objections to the Disclosure Statement. * Oct. 6, 2020 at 10:00 a.m. is the telephonic hearing to consider the approval of the Disclosure Statement. A full-text copy of the order dated August 6, 2020, is available at https://tinyurl.com/y6ej7dg5 from PacerMonitor at no charge. The Debtor is represented by: Bernstein−Burkley, P.C. Attn: Kirk B. Burkley, Esq. 707 Grant Street, Suite 2200 Pittsburgh, PA 15219 About Shoppingtown Mall NY Shoppingtown Mall NY LLC classifies its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Shoppingtown Mall NY sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-23178) on Aug. 13, 2019. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million, and liabilities of between $10 million and $50 million. The case is assigned to Judge Carlota M. Bohm. Bernstein-Burkley, P.C., is the Debtor's counsel. No official committee of unsecured creditors has been appointed in the Debtor's case. SOAPTREE HOLDINGS: Plan of Reorganization Confirmed by Judge ------------------------------------------------------------ Judge August B. Landis has entered an order approving the Disclosure Statement on a final basis and confirming the Plan of Reorganization of Debtor Soaptree Holdings LLC. The Plan complies with Section 1129(a)(10) of the Bankruptcy Code in that Classes 1, 2, 5, and 8 are impaired and have accepted the Plan without including acceptance by any insider. As the Plan proponent, Debtor has complied with the applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules of Bankruptcy Practice for the U.S. District Court for the District of Nevada, and orders of this Court with respect to the Plan. Debtor has complied with Section 1129(a)(2) of the Bankruptcy Code, including the requirements set forth in Section 1125 and 1126 of the Bankruptcy Code. The solicitation of votes was made in good faith and in compliance with the applicable provisions of the Bankruptcy Code and all other rules, laws and regulations, and such solicitation was conducted after disclosure of "adequate information" as defined in Section 1125 of the Bankruptcy Code. A full-text copy of the order dated August 11, 2020, is available at https://tinyurl.com/y6b27ggm from PacerMonitor at no charge. Counsel for Debtor: ANDERSEN LAW FIRM, LTD. Ryan A. Andersen, Esq. E-mail: ryan@vegaslawfirm.legal Ani Biesiada, Esq. E-mail: ani@vegaslawfirm.legal 3199 E Warm Springs Rd, Ste 400 Las Vegas, Nevada 89120 Tel: 702-522-1992 Fax: 702-825-2824 About Soaptree Holdings Soaptree Holdings LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-16378) on Oct. 24, 2018. In the petition signed by its manager, Shawn Samol, the Debtor was estimated to have less than $1 million in assets and less than $50,000 in liabilities. Judge August B. Landis oversees the case. The Debtor tapped Andersen Law Firm, Ltd., as its legal counsel; and RPD Analytics, LLC, as its appraiser and valuation expert. SODAKCO LLC: Unsecured Creditors to Recover 100% Over 5 Years ------------------------------------------------------------- Sodakco, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Arkansas, Little Rock Division, a Plan of Reorganization and a corresponding Disclosure Statement on Aug. 6, 2020. The Debtor's affiliate, Jackie, LLC, suffered a decline revenues due to increased competition in the Cabot and North Little Rock marketplace as well as a buyout of co-member Spencer Elmen's ownership interest in Jackie, LLC and Sodakco, LLC in September 2018 and extensive debt ownership interest in Jackie, LLC and Sodakco, LLC in September 2018 and extensive debt service obligations. As a result, the Debtor's affiliate has engaged in extensive marketing efforts and has upgraded and diversified store merchandise to appeal to a wider range of consumers. Jackie, LLC is owned 51% by Steven C. Wait, 29% by Barbara Wait, and 20% by Ted Ellem (deceased). General unsecured creditors are classified in Class 5. This class consists solely of Debtors' unsecured, non-priority debts of approximately $11,495. The Debtor proposes to pay unsecured debts at 100% percent over five years at zero percent interest (0%), at $2,000 per year. Payments and distributions under the Plan will be funded by rent payments from affiliate Jackie, LLC. A full-text copy of the disclosure statement August 6, 2020, is available at https://tinyurl.com/y4hxhqyf from PacerMonitor at no charge. The Debtor is represented by: Kevin P. Keech Keech Law Firm, PA 2011 South Broadway Little Rock, Arkansas 72206 About Sodakco LLC Sodakco, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Ark. Case No. 19-13682) on July 17, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Kevin P. Keech, Esq., at Keech Law Firm, PA. SOUTHEAST SUPPLY: S&P Downgrades ICR to 'BB+'; Outlook Negative --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Southeast Supply Header LLC (SESH) to 'BB+' from 'BBB-' and removed the rating from CreditWatch, where it had been placed with negative implications June 17, 2020. The outlook is negative. S&P also lowered the rating on SESH's senior unsecured debt to 'BB+' from 'BBB-'. The recovery rating is '3' (50%-70%; rounded estimate: 55%). The downgrade reflects the expiration of SESH's largest capacity contract with Florida Power and Light Co. About 50% of SESH's firm take-or-pay contracts expired recently and have not yet been extended. Enbridge, as operator, is proactively making efforts to renew the expired capacity, but S&P expects lower pricing and shorter tenors based on current market conditions. As a result, S&P's updated forecast reflects reduced cash flows and materially weaker credit metrics. S&P's base-case forecast assumes that expired capacity will be replaced through a combination of both short- and long-term contracts; however, the rating agency notes that short-term contracts will continue to expose SESH to renewal risk and, therefore, add potential volatility to its revenue stream. The negative outlook primarily reflects the risk that capacity might not be renewed. In S&P's opinion, SESH is well-positioned to provide Florida-based utilities access to diverse sources of natural gas supplies, which should facilitate recontracting efforts. SESH historically benefited from a high utilization rate exceeding 90%. However, failure to recontract the expired capacity could result in possible weakening of the business risk profile, as cash flow generation would become less predictable. SESH's credit metrics have been historically stable due to the long-term, fee-based contractual profile that relies mainly on capacity reservations, which limit the pipeline's direct exposure to commodity prices and volumetric risk. Under its base-case scenario, S&P expects projected weighted-average debt-to-EBITDA will be about 5.4x in the next three years. S&P expects EBITDA will be about $70 million annually, which is a step down from recent years given the legacy contract maturities in September 2020. S&P assumes that the company signs new short-term contracts at higher rates and utilization remains at current levels. The rating agency also assumes that any long-term contracts generally will be at a lower rate than short-term contracts. If the majority of expired capacity is renewed on a long-term basis, cash flows could be lower, but S&P would also expect SESH to recover some value through extended terms. S&P expects operations and maintenance (O&M) expenses will remain steady because a natural gas pipeline's O&M is fairly predictable and not as complex as that of other infrastructure asset classes. Also, S&P does not have any material growth projects embedded in its forecast. SESH does not have any maturities until the senior unsecured notes mature in mid-2024, and has no upcoming material obligations to fund. "The negative outlook reflects our view that there is uncertainty regarding the recontracting process," S&P said. If SESH is unable to renew its contracts, we would expect a less robust contractual profile with more volume uncertainty and shorter terms. This could result in additional cash flow volatility, which could affect SESH's leverage metrics and contract profile. "We could lower the rating if SESH's adjusted debt to EBITDA increases above 5.5x for an extended period or though deterioration of the company's contract profile. This could stem from SESH's inability to renew customer contracts, or if contracts are renewed at substantially lower rates and for shorter terms," S&P said. "We could revise the outlook to stable if SESH successfully renews its capacity, such that debt to EBITDA was below 5.0x, or we were confident that SESH mitigated recontracting risk at favorable terms for the next few years," the rating agency said. SPIRIT AEROSYSTEMS: S&P Rates New $400MM First-Lien Term Loan 'BB-' ------------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating to Spirit AeroSystems Inc.'s proposed $400 million first-lien term loan B due 2025. The recovery rating is '1' indicated its expectations of very high (90%-100%; rounded estimate: 95%) recovery in a default scenario. At the same time, S&P affirmed its existing issue ratings and maintained its existing recovery ratings on the company's other debt. The proposed transaction will be largely neutral to the company's liquidity. Spirit AeroSystems' plans to use the proceeds from the new term loan and $400 million of other first-lien debt to repay $327 million of existing term loans and add cash to the balance sheet. The new facility will not have a revolving credit facility, but the lack of a revolver will be mostly offset by the higher cash balances, and liquidity will total about $2.3 billion pro forma for the transaction. The new facility will also not have any financial maintenance covenants. S&P believes this liquidity will be sufficient to cover the large cash outflows resulting from lower production levels on the Boeing 737 MAX and other Boeing and Airbus models due to the coronavirus, as well as to fund the more than $900 million in pending acquisitions. However, the $420 million ASCO acquisition may not go through if certain conditions are not met by Oct. 1, 2020. "Credit ratios will be slightly worse due to the proposed transaction but remain largely within our expectations, with funds from operations to debt of 4%-8% in 2021. The free cash outflow the next few years will be somewhat higher due to the increased interest costs and updated assumptions," S&P said. "We are now expecting the company to use about $900 million in 2020 and $250 million to $300 million in 2021, about $50 million more each year than our previous expectations," the rating agency said. Issue Ratings - Recovery Analysis Key analytical factors: -- Pro forma for the proposed transaction, the company's first-lien secured debt includes a new $400 million term loan B, $400 million of other new debt, and $300 million notes due 2026. The company also has $1.2 billion of second-lien notes due 2025 and unsecured debt comprising $300 million floating rate notes due 2021, $300 million notes due 2023, and $700 million note due 2028. -- Other key default assumptions include LIBOR of 2.5% and the revolver is 85% drawn at default. Simulated default and valuation assumptions: -- Simulated year of default: 2023 -- EBITDA at emergence: $416 million -- EBITDA Multiple: 5x Simplified waterfall: -- Net enterprise value (after 5% administrative expenses): $1.976 billion -- Obligor/nonobligor split: 85%/15% -- Collateral value available to first-lien secured claims: $1.872 billion -- Estimated first-lien secured claims: $1.127 billion -- Recovery range: 90%-100% (rounded estimate: 95%) -- Collateral value available to second-lien secured claims: $745 million -- Estimated first lien second-lien secured claims: $1.245 billion -- Recovery range: 50%-70% (rounded estimate: 60%) -- Collateral value available to unsecured claims: $104 million -- Estimated unsecured claims: $1.827 billion -- Recovery range: 0%-10% (rounded estimate: 5%) Ratings List Spirit AeroSystems Inc. Issuer Credit Rating B/Stable/-- B/Stable/-- New Rating Spirit AeroSystems Inc. Senior Secured US$400 mil Term B bank ln due 2025 BB- Recovery Rating 1(95%) Ratings Affirmed/ Recovery Expectations Revised Spirit AeroSystems Inc. Senior Secured B B Recovery Rating 3(60%) 3(65%) Ratings Affirmed Spirit AeroSystems Inc. Senior Secured BB- BB- Recovery Rating 1(95%) 1(95%) Senior Unsecured CCC+ CCC+ Recovery Rating 6(5%) 6(5%) SPRINGFIELD MEDICAL: Two Units File Reorganization Plan ------------------------------------------------------- Vermont Business Magazine reports that according to a BLOG post by Springfield Medical Care Systems Acting CEO Joshua Dufresne and Springfield Hospital Interim CEO Michael Halstead, Springfield Medical Care Systems and Springfield Hospital filed a reorganization plan under Chapter 11 of the US Bankruptcy code with the US Bankruptcy Court District of Vermont on Friday, September 18, 2020. The two organizations, Springfield Medical Care Systems and Springfield Hospital, propose restructuring as independent operating companies. This restructuring is a necessary and positive step forward for both organizations, and both Boards of Directors have made great efforts throughout this process. "As we began the reorganization process, ensuring local access to healthcare services for the region that has counted on us for care for more than 100 years was paramount. Our plans meet two essential objectives in that they provide debt restructuring and ensure ongoing operations and local access to care," "Over the past 18 months, we have reimagined service offerings and worked to balance expenses with revenues and stabilize operations." "While COVID-19 certainly challenged us and delayed our efforts, we remained focused and developed a plan that we believe creditors will support to advance the confirmation process. We greatly appreciate the support of the State of Vermont, our vendors and community members." "The future will be different from an operations point of view. This reorganization will focus the network of federally qualified health centers on core primary care capabilities, including medical, dental and behavioral health services. Springfield Hospital will continue operations, offering a full range of inpatient medical and psychiatric care, emergency and specialty care services, as well as its adult day care program. Although the two organizations will operate separately, they will continue to collaborate and coordinate healthcare for our patients as we have in the past." "We want to thank our Board members for their commitment to this effort; and our staff for their tireless dedication to our patients. Our ongoing success requires support from the communities we serve. We remain confident that the community needs and values the healthcare services we provide, and shares our desire to see them continue well into the future." About Springfield Medical Care Systems Springfield Medical Care Systems -- https://springfieldmed.org/ -- is a 501(c) non-profit corporation, founded in 2009, as the parent corporation to its nine-site federally-qualified community health center network and Springfield Hospital. The Company's healthcare system integrates primary care, behavioral health, dental, vision, and hospital care with a broad network of community-based services. Springfield Medical Care Systems filed a Chapter 11 bankruptcy petition (Bankr. D. Vt. Case No. 19-10285) on June 26, 2019. Springfield Medical estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Debtor hired Bernstein Shur Sawyer & Nelson, P.A., as counsel. STANDARD LIFE: A.M. Best Affirms B(Fair) Finc'l. Strength Rating ---------------------------------------------------------------- AM Best has removed from under review with positive implications and upgraded the Long-Term Issuer Credit Rating (Long-Term ICR) to "bb+" from "bb" and affirmed the Financial Strength Rating of B (Fair) of Standard Life and Casualty Insurance Company (Standard Life and Casualty) (Salt Lake City, UT). The outlook assigned to these Credit Ratings (ratings) is stable. The ratings reflect Standard Life and Casualty's balance sheet strength, which AM Best categorizes as adequate, as well as its marginal operating performance, limited business profile and marginal enterprise risk management. The ratings also reflect the implicit support of Standard Life and Casualty by its acquirer, Western United Life Assurance Company, a member of the Manhattan Insurance Group. The upgrade of Standard Life and Casualty's Long-Term ICR is a reflection of the implicit support provided by its new parent. Manhattan Insurance Group has maintained a long and successful history of acquisitions that have been integrated into the group including Western United Life Assurance Company in 2013. AM Best expects that Standard Life and Casualty also will be integrated quickly with group operations over the near term, realizing synergies in the process and benefiting from the resources provided by the group. STEM HOLDINGS: Acquires Oregon-Based Operating Companies -------------------------------------------------------- Stem Holdings, Inc., agreed to acquire the business operations of Opco Holdings and its subsidiaries, and Oregon Acquisitions, Gated Oregon and Kind Care, contingent upon the Company's receipt of a legal opinion that the operation of the Opco marijuana businesses in the State of Oregon by the Company will not violate any federal or state laws. Pursuant to the terms of a merger agreement between the parties, Stem agreed to acquire Opco Holdings and its subsidiaries, and Oregon Acquisitions, Gated Oregon and Kind Care for a deemed aggregate purchase price of 12.5 million shares of the Company's common stock. It was further agreed that the purchase price be satisfied by releasing these shares, which have been held in escrow during the pendency of the transaction, to the beneficial owners of above-mentioned entities. As previously disclosed, certain beneficial owners of these entities are also directors, officers and/or shareholders of Stem. On Sept. 4, 2020, the Company received all of the necessary regulatory approvals from government entities of the State of Oregon and, pursuant to the Merger Agreements, the transaction was consummated on that date. About Stem Holdings Headquartered in Boca Raton, Florida, Stem Holdings, Inc. -- http://www.stemholdings.com/-- is a multi-state, vertically integrated, cannabis company that purchases, improves, leases, operates and invests in properties for use in the production, distribution and sales of cannabis and cannabis-infused products licensed under the laws of the states of Oregon, Nevada, California, and Oklahoma. Stem Holdings reported a net loss of $28.98 million for the year ended Sept. 30, 2019, compared to a net loss of $8.70 million for the year ended Sept. 30, 2018. As of June 30, 2020, the Company had $46.39 million in total assets, $17.72 million in total liabilities, and $28.67 million in total shareholders' equity. LJ Soldinger Associates, LLC, in Deer Park, IL, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 1, 2020, citing that the Company and its affiliates reported net losses of $28.985 million and $8.698 million, negative working capital of $2.635 million and $2.273 million and accumulated deficits of $37.082 million and $11.533 million as of and for the year ended Sept. 30, 2019 and 2018, respectively. In addition, the Company has commenced operations in the production and sale of cannabis and related products, an activity that is illegal under United States Federal law for any purpose, by way of Title II of the Comprehensive Drug Abuse Prevention and Control Act of 1970, otherwise known as the Controlled Substances Act of 1970. These factors raise substantial doubt as to the Company's ability to continue as a going concern. STEPS IN HOME CARE: Seeks to Hire Morrison Tenenbaum as Counsel --------------------------------------------------------------- Steps in Home Care, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Morrison Tenenbaum PLLC as its legal counsel. Morrison Tenenbaum will provide the following services: a. advise the Debtor with respect to its powers and duties as debtor-in-possession in the management of its estate; b. assist in any amendments of Schedules and other financial disclosures and in the preparation, review and amendment of a disclosure statement and plan of reorganization; c. negotiate with the Debtor's creditors and taking the necessary legal steps to confirm and consummate a plan of reorganization; d. prepare on behalf of the Debtor all necessary motions, applications, answers, proposed orders, reports and other papers to be filed by the Debtor in this case; e. appear before the Bankruptcy Court to represent and protect the interests of the Debtor and its estate; and f. perform all other legal services for the Debtor that may be necessary and proper for an effective reorganization. Morrison Tenenbaum will be paid at hourly rates as follows: Lawrence F. Morrison $525 Brian J. Hufnagel $425 Associates $380 Paraprofessionals $200 Morrison Tenenbaum received $12,000 as an initial retainer fee. Lawrence Morrison, Esq., a partner at Morrison Tenenbaum, 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. Morrison Tenenbaum can be reached at: Lawrence F. Morrison, Esq. Brian J. Hufnagel, Esq. Morrison Tenenbaum PLLC 87 Walker Street, Floor 2 New York, NY 10013 Tel: (212) 620-0938 Email: lmorrison@m-t-law.com bjhufnagel@m-t-law.com About Steps in Home Care Steps in Home Care Inc. is a home health care provider located at 3 Barker Avenue, 2nd Floor, White Plains, New York 10601. It was founded in 2011 and it has offices in Garden City, New York and Stamford, Connecticut. The company was owned by Jennifer Baukol and sister Lisa Wade. It offers home companions, skilled nursing, basic assistance and concierge services, like driving patients to their appointments and managing their insurance claims. On May 1, 2020, Steps in Home Care sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 20-22615) on May 1, 2020. The Debtor was estimated to to have less than $50,000 in assets and liabilities. MORRISON TENENBAUM, PLLC, is the Debtor's counsel. SUNDER HOLDINGS: Has Until Oct. 12 to File Plan and Disclosures --------------------------------------------------------------- Judge Kathryn C. Ferguson has ordered that Sunder Holdings, LLC to file a Plan and Disclosure Statement by Oct. 12, 2020. If the Plan and Disclosure Statement are not filed by Oct. 12, 2020 the case will automatically be converted without further notice. Sunder Holdings, LLC, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 20-bk-16776) on May 22, 2020. The Debtor's counsel: Daniel M. Eliades Kl Gates LLP Tel: 973-848-4018 E-mail: daniel.eliades@klgates.com Caitlin Conklin K&l Gates LLP Tel: 973-848-4049 E-mail: caitlin.conklin@klgates.com William L. Waldman K&l Gates LLP 973-848-4019 E-mail: william.waldman@klgates.com SWISSPORT INT'L: Agrees to Comprehensive Restructuring ------------------------------------------------------ Swissport International Inc. said Aug. 31, 2020, it has now entered into binding agreements on a comprehensive restructuring and refinancing (the "Lock-Up Agreement") and on a 300 million euros super senior interim debt facility ("Interim Facility"). "Today's binding agreements secure Swissport's long-term future. We are pleased that a consensual deal has been reached with a majority of our creditors and our current shareholder," says Eric Born, Group President & CEO of Swissport International AG. "The restructuring, and the robust financial platform it brings, will enable us to confidently trade through the market recovery and positions Swissport as the first choice partner for airlines around the globe." "Swissport is one of the first companies globally to agree to a restructuring following the outbreak of the COVID-19 pandemic. With much lower debt and 500 million euros additional cash injected, we will be well positioned going forward to invest into the business and accelerate growth. We expect to see increased outsourcing of ground handling services by airlines and being able to take volumes from some financially weaker competitors," adds Peter Waller, CFO of Swissport International AG. Swissport has entered into the Lock-Up Agreement with (i) an ad hoc group of senior secured creditors ("AHG"), (ii) lenders under Swissport's PIK facility ("PIK Lenders") and (iii) certain affiliates of the HNA Group Co., Ltd, the current shareholder of Swissport, (collectively, "HNA"). The AHG is comprised of SVP Global, Apollo Global Management, Inc., TowerBrook Capital Partners, Ares Management, Barclays Bank PLC, Cross Ocean Partners and King Street Capital Management, LP[1],and represents more than 75% in principal amount of the holders of Swissport Financing’s 410 million euros aggregate principal amount of 5.25% Senior Secured Notes due 2024 (the “SSN Holders”) and of the lenders under Swissport’s credit agreement originally dated August 14, 2019 (the “CA Lenders”). The PIK Lenders represent over 99% of the commitments under Swissport’s PIK facility agreement dated 14 August 2019. Under the terms of the Lock-Up Agreement, Swissport will shortly be launching an M&A process to run in parallel with other restructuring steps as customary in such situations. Absent any qualifying third-party bid, the senior secured creditors will own substantially all the equity of Swissport, with the seven institutions of the AHG controlling more than 75%. The Lock-Up Agreement further provides for a conversion into equity of all existing super senior and senior secured debt, the extinguishment of all senior unsecured and all junior debt at corporate level, as well as the provision of a new 500 million euros four-year debt facility. The new 500 million euros facility will refinance the 300 million euros Interim Facility and will give Swissport the resources to invest into the business, drive operational improvements and to accelerate growth globally. The financial restructuring is expected to be completed in late 2020. HNA will share in the value creation of Swissport post-restructuring contingent on a future exit valuation. The PIK Lenders will have a 2.5% equity stake and warrants. Swissport and the AHG have also entered into binding documentation for a 300 million euros super senior interim facility. This additional financing complements the more than 200 million euros of liquidity Swissport still currently has on its balance sheet and provides Swissport with ample liquidity to trade through the COVID-19 pandemic and to facilitate the restructuring process. LOCK-UP AGREEMENT ON RESTRUCTURING Under the terms of the Lock-Up Agreement, Swissport has agreed to work with the AHG, the PIK Lenders and HNA with a view to implementing a restructuring transaction in respect of the Swissport group, and the agreement includes, among other things: * undertakings to facilitate such restructuring on the terms set forth in the Lock-Up Agreement; * an M&A process with a view to identifying any third party interest in acquiring the Swissport business; * the company will be required to satisfy certain milestones with respect to the restructuring and the M&A process; * absent qualifying third-party bids in the M&A process, the Lock-Up Agreement provides for conversion into equity of all existing super senior and senior secured debt and the extinguishment of all senior unsecured debt at corporate level (excluding local financing facilities in subsidiaries) at completion of the restructuring, as well as the provision of a new up to 500 million euros four-year debt facility (the “New Term Loan”); * the New Term Loan would refinance the 300 million euros super senior interim facility; * up to 100 million euros of senior secured debt may be reinstated, ranking pari passu with the New Term Loan, and offered to existing senior secured creditors, to the extent they participate in a new revolving credit facility of up to 200 million euros (the "New RCF"); * such restructuring is intended to be implemented consistent with an agreed steps plan, which contemplates using a scheme or schemes of arrangement and/or other customary enforcement processes; * the relevant CA Lenders, SSN Holders and PIK Lenders party to the Lock-up Agreement have given certain forbearances in connection with, among other things, the implementation of the financial restructuring and have agreed not to take any enforcement action (subject to certain customary exceptions) in respect of the same; * the commencement of a 21-day subscription period following the first utilization of the Interim Facility pursuant to which CA Lenders and SSN Holders that are not members of the AHG have the opportunity to accede to the Lock-Up Agreement and participate in the Interim Facility and the New Term Loan, with a longer subscription period for the New Term Loan, in respect of their pro rata share; * the relevant creditor groups are subject to certain limitations in respect of any transfers or sub-participations of any of their debt subject to the Lock-up Agreement (including, for example, that any transferee or sub-participant is or agrees to be bound by the terms of the Lock-up Agreement); * Swissport will be taking the necessary steps to facilitate the implementation of the restructuring or sale of the business in a manner that takes account of legal and regulatory obligations in various jurisdictions to ensure the success of such processes; * SSN Holders and CA Lenders shall be entitled to a lock-up fee equal to 0.25% of their locked up debt in connection with their entry into the Lock-Up Agreement and their support of the restructuring, payable at completion; * customary mutual releases with respect to actions taken in connection with the restructuring and actions prior to completion of the restructuring, as well as certain indemnities in connection with actions taken in furtherance of the restructuring or the M&A process; * certain termination events apply, including where the restructuring has not completed by the agreed long stop date; and * the financial restructuring is currently expected to be completed in late 2020. 300 MILLION EUROS INTERIM FACILITY Concurrently with entering into the Lock-Up Agreement, Swissport and the AHG have entered into a 300 million euros super senior Interim Facility. The Interim Facility will be borrowed in two utilizations with the first utilization to be provided by the AHG in an amount equal to their pro rata share of holdings. The first utilization is scheduled to occur in the coming days. The second utilization is expected in approximately 4 weeks thereafter following an offer to participate in the Interim Facility to non-AHG SSN Holders and CA Lenders up to their pro rata share of holdings (which is fully backstopped by the AHG). The pro rata participation offer is expected to be launched in the coming days. The Interim Facility will bear interest of Euribor+10% of which 9% will be PIK and 1% will be paid in cash. In addition, the Interim Facility will be subject to a structuring fee of 1.5% and an exit fee of 5.5% of the aggregate drawn amounts. The Interim Facility will mature after four months, unless extended to six months, if certain conditions are met. The Interim Facility will rank ahead of the senior secured liabilities. In return for the backstop provided by the AHG, the AHG will be entitled to a backstop consideration fee of 2.5%, payable on the amounts drawn under the Interim Facility. CREDIT AGREEMENT AND SSN INDENTURE AMENDMENTS Pursuant to the terms of the Interim Facility, Swissport Group is required to make certain amendments to the credit agreement originally dated 14 August 2019 (the "Credit Agreement") and to the indenture governing the 5.25% Senior Secured Notes due 2024 (the "SSN Indenture"). On 28 August 2020, Swissport Group received the requisite consents of the CA Lenders to certain changes to be made to the Credit Agreement. The Credit Agreement amendments include, without limitation, insertion of: * a cross-default to the Interim Facility (with no de minimis threshold); and * an immediate event of default which will be triggered in circumstances where the principal amount of any loans under the Interim Facility are prepaid or repaid (including at maturity) without a concurrent repayment in full of all outstanding amounts under the Credit Agreement (other than where such prepayment or repayment occurs upon the implementation and consummation of a restructuring as contemplated by the Lock-Up Agreement). The consent solicitation to implement the required amendments to the SSN Indenture (effectively equivalent to the Credit Agreement amendments mentioned above) is expected to be launched in the coming days. NEW TERM LOAN Upon completion of the restructuring, the senior secured creditors will fund the New Term Loan. The New Term Loan will be split into two tranches: (1) up to 500 million euros (less the amount of any New RCF), to be provided by existing senior secured creditors, which would be senior secured and ranking pari passu with the New RCF in right of payment but junior to the New RCF with respect to enforcement proceeds, and (2) if provided, a New RCF of up to 200 million euros, to be provided by either existing senior secured creditors or a third party financier to be identified, which would be senior secured and ranking pari passu with the New Term Loan in right of payment but senior to the New Term Loan with respect to enforcement proceeds. The New Term Loan will bear interest of Euribor +8% with margin increases by 1% every six months to a maximum of 10%. For the first 12 months after closing, Swissport will have the option to PIK the interest; if chosen, the aggregate margin will increase by 2%. There will be a structuring fee of 1.5% . The New Term Loan is fully backstopped by the AHG which, in return, will be entitled to a backstop consideration of 2.5%. The New Term Loan will have a four year maturity, callable at par plus accrued interest for the first 24 months and at 10% premium payable thereafter until maturity. NEXT STEPS Swissport is targeting a completion date for the transaction as soon as possible, and likely before 31 December 2020. Such target date may however be subject to limited extensions and Swissport will continue working with its relevant key stakeholders with a view to completing the transaction as soon as possible. Further announcements and updates in relation to the transaction will be provided to investors in due course. There can be no guarantee that the restructuring transactions contemplated by the Lock-up Agreement will be implemented on the terms set out above, and any financial restructuring of Swissport may be on significantly different terms to the ones set forth in this announcement or not be consummated at all. Furthermore, the completion of the transaction may take significantly longer than Swissport is currently anticipating. Q2 FINANCIAL STATEMENTS Swissport also announces its June 30, 2020, financial results. Investors can access this information via the private, password protected Investor Relations section at http://investors.swissport.com/login-page/. FURTHER INFORMATION If any of Swissport Group's creditors wish to contact the Ad Hoc Group's advisors, they should contact David Riddell (Riddell@pjtpartners.com) and Jakob Schrandt (Jakob.Schrandt@pjtpartners.com) of PJT Partners and Yen Sum (Yen.Sum@lw.com) and Jennifer Brennan (Jennifer.Brennan@lw.com) of Latham & Watkins LLP. Any of Swissport Group's creditors wishing to establish contact with Swissport should direct any questions to William Guerrieri (wguerrieri@whitecase.com) and Ben Davies (bdavies@whitecase.com) of White & Case, LLP, Yashodhan Shevade (YShevade@hl.com) and Luke Tweedie (LTweedie@hl.com) of Houlihan Lokey and Alastair Beveridge (abeveridge@alixpartners.com) of AlixPartners. The PIK Lenders are advised by Akin Gump LLP (James Terry and Christian Halasz). All relevant documentation in relation to the Lock-Up Agreement is published on www.lucid-is.com/swissport, together with further instructions in relation to such documentation. Senior secured creditors wishing to participate in the Interim Facility and the New Term Loan will, prior to the end of the relevant subscription period, be required to provide an accession and commitment deed to the Lock-Up Agreement and should contact swissport@lucid-is.com with any queries. [1] With the exception of Barclays Bank PLC, references are to funds managed by these entities. About Swissport International AG Swissport International Ltd. is a Swiss aviation services company providing airport ground and cargo handling services, headquartered in Opfikon, Switzerland. It handles around 265 million passengers and 4.7 million tonnes of cargo annually, on behalf of some 850 client-companies in the aviation sector.[BN] TAILORED BRANDS: Hires A&G Realty as Real Estate Advisor -------------------------------------------------------- Tailored Brands, Inc. seeks authority from the United States Bankruptcy Court for the Southern District of Texas to hire A&G Realty Partners, LLC as its real estate consultants and advisor. Tailored Brands requires A&G to: a. consult with the Debtors to discuss the Debtors' goals, objectives and financial parameters in relation to the Debtors' Leases; b. provide ongoing advice and guidance related to individual financial and non-financial lease restructuring opportunities; c. review the Debtors' Lease abstracts and other diligence provided by the Debtors and provide a portfolio rent reduction estimate and other real estate analysis as determined between A&G and the Debtors; d. negotiate with the landlords of the Leases (collectively, the Landlords and, individually, a Landlord”) on behalf of the Debtors to obtain Lease Modifications; e. if requested by the Debtors, negotiate with Landlords on behalf of the Debtors to obtain Early Termination Rights acceptable to the Debtors; f. if requested by the Debtors, market the Leases designated by the Debtors for sales of the Leases (Lease Sales) in a manner and form as determined between A&G and the Debtors and assist the Debtors with Lease Sales; g. assist the Debtors with its strategy for communications to Landlords and implement such communications; h. provide weekly update reports to the Debtors regarding the status of the Services or more frequently as may be requested by the Debtors; i. coordinate with the Debtors' internal team and legal counsel to effectuate lease amendments and other necessary documents, including reviewing documents if requested by the Debtors, and assisting in resolving business problems that may arise; and j. conduct due diligence of, and provide a "desktop" valuation with respect to certain real properties. A&G shall be compensated as follows: a. Retainer - The Debtors have paid A&G a security retainer fee in the amount of two hundred fifty thousand dollars ($250,000) at execution of the Services Agreement. The security retainer shall be non-refundable and shall be applied to the final invoice for fees and expenses due under the terms of the Services Agreement. b. 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 1/4 of one (1) month's Gross Occupancy Cost per Lease. c. Monetary Lease Modifications - For each Monetary Lease Modification obtained by A&G on behalf of the Debtors, A&G shall earn and be paid a fee in the amount of 3 percent of the Occupancy Cost Savings per Lease (the Monetary Lease Modification Fee). 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 3 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 case, if any, A&G shall earn and be paid a fee in the amount of three hundred dollars ($300) per Lease. f. Desktop Appraisals – The Debtors shall pay A&G a flat fee in the amount of $25,000 for the Desktop Appraisals. For any Additional Services, A&G shall charge an hourly rate of $600 for senior managers and $700 for partners, which services shall be preapproved by the Debtors' Chief Restructuring Officer. Andrew Graiser, Co-President of A & G, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. A & G Realty can be reached at: Andrew Graiser A & G REALTY PARTNERS, LLC 445 Broadhollow Road, Suite 410 Melville, NY 11747 Tel: (631) 420-0044 Fax: (631) 420-4499 E-mail: Emilio@agrealtypartners.com About Tailored Brands Tailored Brands, Inc., (NYSE: TLRD) is an omni-channel specialty retailer of menswear, including suits, formalwear and a broad selection of polished and business casual offerings. It delivers personalized products and services through its convenient network of over 1,400 stores in the United States and Canada as well as its branded e-commerce websites at http://www.menswearhouse.com/and http://www.josbank.com. Its brands include Men's Wearhouse, Jos. A. Bank, Moores Clothing for Men and K&G. Tailored Brands reported a net loss of $82.28 million for the year ended Feb. 1, 2020, compared to net earnings of $83.24 million for the year ended Feb. 2, 2019. As of Feb. 1, 2020, the Company had $2.42 billion in total assets, $2.52 billion in total liabilities, and a total shareholders' deficit of $98.31 million. On Aug. 2, 2020, Tailored Brands and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33900) on Aug. 2, 2020. As of July 4, 2020, Tailored Brands disclosed $2,482,124,043 in total assets and $2,839,642,691 in total liabilities. The Hon. Marvin Isgur is the case judge. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Jackson Walker L.L.P., Stikeman Elliot LLP and Mourant Ozannes as co-bankruptcy counsel; PJT Partners LP as financial advisor; Alixpartners, LLP as restructuring advisor; and A&G Realty Partners, LLC as the real estate consultant and advisor. Prime Clerk LLC is the claims agent. TAILORED BRANDS: Hires Mourant Ozannes as Special Counsel --------------------------------------------------------- Tailored Brands, Inc. seeks authority from the United States Bankruptcy Court for the Southern District of Texas to hire Mourant Ozannes as their special counsel effective as of August 2, 2020. Mourant will provide Cayman law advice with respect to the Debtors' restructuring and any related matters which may arise. Mourant's hourly rates are: Partner $1,150 Counsel $825 Senior Associate $670 Peter Hayden, Esq., a partner at Mourant Ozannes, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm may be reached at: Peter Hayden, Esq. MOURANT OZANNES Harbour Centre 42 North Church Street PO Box 1348 Grand Cayman KY1-1108 Cayman Islands Tel: +1345 949 4123 Fax: +1345 949 4647 E-mail: peter.hayden@mourantozannes.com About Tailored Brands Tailored Brands, Inc., (NYSE: TLRD) is an omni-channel specialty retailer of menswear, including suits, formalwear and a broad selection of polished and business casual offerings. It delivers personalized products and services through its convenient network of over 1,400 stores in the United States and Canada as well as its branded e-commerce websites at http://www.menswearhouse.com/and http://www.josbank.com. Its brands include Men's Wearhouse, Jos. A. Bank, Moores Clothing for Men and K&G. Tailored Brands reported a net loss of $82.28 million for the year ended Feb. 1, 2020, compared to net earnings of $83.24 million for the year ended Feb. 2, 2019. As of Feb. 1, 2020, the Company had $2.42 billion in total assets, $2.52 billion in total liabilities, and a total shareholders' deficit of $98.31 million. On Aug. 2, 2020, Tailored Brands and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33900) on Aug. 2, 2020. As of July 4, 2020, Tailored Brands disclosed $2,482,124,043 in total assets and $2,839,642,691 in total liabilities. The Hon. Marvin Isgur is the case judge. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Jackson Walker L.L.P., Stikeman Elliot LLP and Mourant Ozannes as co-bankruptcy counsel; PJT Partners LP as financial advisor; Alixpartners, LLP as restructuring advisor; and A&G Realty Partners, LLC as the real estate consultant and advisor. Prime Clerk LLC is the claims agent. TAILORED BRANDS: Hires Stikeman Elliott as Canadian Counsel ----------------------------------------------------------- Tailored Brands, Inc. seeks authority from the United States Bankruptcy Court for the Southern District of Texas to hire Stikeman Elliott LLP as its special Canadian counsel, effective as of August 2, 2020. Stikeman will assist and provide advice to the Debtors regarding Canadian restructuring matters, including: a. commencing and prosecuting the Canadian Recognition Proceeding as counsel to Moores The Suit People Corp. (MSP) as Foreign Representative; b. drafting, reviewing, and assisting with corporate approvals for the Debtors in connection with transactions and actions to be undertaken by the Debtors; c. advising the Debtors as to Canadian corporate governance matters and other Canadian restructuring matters (including any cross border insolvency issues); d. assisting with Canadian conditions precedent and conditions subsequent documents for the Debtors including any post completion and compliance filings required in Canada; and e. advising as general Canadian banking and finance counsel for finance related matters (including advising on issues related to Canadian security, collateral, guarantee and filing requirements). Stikeman Elliott will be paid at these hourly rates: Partners $700-$1200 Associates $400-$700 Paraprofessionals $170-$285 Stikeman received a retainer in the amount of $219,100. Guy Martel, Esq., partner at Stikeman Elliott, 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. Stikeman Elliott can be reached at: Guy Martel, Esq. STIKEMAN ELLIOTT LLP 1155 Rene-Levesque Blvd. West 41st Floor Montreal Quebec H3B 3V2, Canada Tel: (514) 397-3000 Fax: (514) 397-3222 About Tailored Brands Tailored Brands, Inc., (NYSE: TLRD) is an omni-channel specialty retailer of menswear, including suits, formalwear and a broad selection of polished and business casual offerings. It delivers personalized products and services through its convenient network of over 1,400 stores in the United States and Canada as well as its branded e-commerce websites at http://www.menswearhouse.com/and http://www.josbank.com. Its brands include Men's Wearhouse, Jos. A. Bank, Moores Clothing for Men and K&G. Tailored Brands reported a net loss of $82.28 million for the year ended Feb. 1, 2020, compared to net earnings of $83.24 million for the year ended Feb. 2, 2019. As of Feb. 1, 2020, the Company had $2.42 billion in total assets, $2.52 billion in total liabilities, and a total shareholders' deficit of $98.31 million. On Aug. 2, 2020, Tailored Brands and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33900) on Aug. 2, 2020. As of July 4, 2020, Tailored Brands disclosed $2,482,124,043 in total assets and $2,839,642,691 in total liabilities. The Hon. Marvin Isgur is the case judge. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Jackson Walker L.L.P., Stikeman Elliot LLP and Mourant Ozannes as co-bankruptcy counsel; PJT Partners LP as financial advisor; Alixpartners, LLP as restructuring advisor; and A&G Realty Partners, LLC as the real estate consultant and advisor. Prime Clerk LLC is the claims agent. TAILORED BRANDS: Seeks to Hire Jackson Walker as Conflicts Counsel ------------------------------------------------------------------ Tailored Brands, Inc. seeks authority from the United States Bankruptcy Court for the Southern District of Texas to employ Jackson Walker LLP as co-counsel and conflicts counsel. The Debtors require the firm to: a. provide legal advice and services regarding local rules, practices, and procedures, including Fifth Circuit law; b. provide certain services in connection with administration of the chapter 11 cases, including, without limitation, preparing agendas, hearing notices, witness and exhibit lists, and hearing binders of documents and pleadings; c. review and comment on proposed drafts of pleadings to be filed with the Court; d. at the request of the Debtors, appear in Court and at any meeting with the United States Trustee, and any meeting of creditors at any given time on behalf of the Debtors as their local and conflicts bankruptcy co-counsel; e. perform all other services assigned by the Debtors to the Firm as local and conflicts bankruptcy co-counsel; and f. provide legal advice and services on any matter on which K&E may have a conflict or as needed based on specialization. The Firm received a retainer of $300,000 for services performed and to be performed in connection with, and in contemplation of, the filing of this case. The firm's hourly rates are: Partners $445-895 Paraprofessionals 175-$185 Matthew D. Cavenaugh's hourly rate is $750. Matthew Cavenaugh, Esq., a partner at Jackson Walker, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. In response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Fee Guidelines, Mr. Cavenaugh made the following disclosures: -- Jackson Walker and Debtors have not agreed to any variations from, or alternatives to, the firm's standard billing arrangements for its engagement. -- The hourly rates used by the firm in representing Debtors are consistent with the rates that it charges other comparable Chapter 11 clients regardless of the location of the cases. -- Mr. Cavenaugh's hourly rate is $750. The rates for other restructuring attorneys at the firm range from $445 to $895 an hour while the paraprofessional rates range from $175 to $185 per hour. The firm represented Debtors during the weeks immediately before the petition date using those rates. -- The firm has not prepared a budget and staffing plan. Jackson Walker can be reached through: Matthew D. Cavenaugh, Esq. Jackson Walker LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 Email: mcavenaugh@jw.com About Tailored Brands Tailored Brands, Inc., (NYSE: TLRD) is an omni-channel specialty retailer of menswear, including suits, formal wear and a broad selection of polished and business casual offerings. It delivers personalized products and services through its convenient network of over 1,400 stores in the United States and Canada as well as its branded e-commerce websites at http://www.menswearhouse.com/and http://www.josbank.com. Its brands include Men's Wearhouse, Jos. A. Bank, Moores Clothing for Men and K&G. Tailored Brands reported a net loss of $82.28 million for the year ended Feb. 1, 2020, compared to net earnings of $83.24 million for the year ended Feb. 2, 2019. As of Feb. 1, 2020, the Company had $2.42 billion in total assets, $2.52 billion in total liabilities, and a total shareholders' deficit of $98.31 million. On Aug. 2, 2020, Tailored Brands and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33900) on Aug. 2, 2020. As of July 4, 2020, Tailored Brands disclosed $2,482,124,043 in total assets and $2,839,642,691 in total liabilities. The Hon. Marvin Isgur is the case judge. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Jackson Walker L.L.P., Stikeman Elliot LLP and Mourant Ozannes as co-bankruptcy counsel; PJT Partners LP as financial advisor; Alixpartners, LLP as restructuring advisor; and A&G Realty Partners, LLC as the real estate consultant and advisor. Prime Clerk LLC is the claims agent. TAILORED BRANDS: Seeks to Hire Kirkland & Ellis as Legal Counsel ---------------------------------------------------------------- Tailored Brands, Inc. seeks authority from the United States Bankruptcy Court for the Southern District of Texas to hire Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their attorneys. Kirkland & Ellis will render these legal services: (a) advise Debtors with respect to their powers and duties in the continued management and operation of their businesses and properties; (b) advise and consult on the conduct of Debtors' Chapter 11 cases; (c) attend meetings and negotiate with representatives of creditors and other parties-in-interest; (d) take all necessary actions to protect and preserve Debtors' estates; (e) prepare pleadings; (f) represent Debtors in connection with obtaining authority to continue using cash collateral and post-petition financing; (g) advise Debtors in connection with any potential sale of assets; (h) appear before the court and any appellate courts; (i) advise Debtors regarding tax matters; (j) take any necessary action to negotiate, prepare and obtain approval of a disclosure statement and confirmation of a Chapter 11 plan and all documents related thereto; and (k) perform all other necessary legal services for Debtors in connection with the prosecution of the cases. The firms' hourly rates for matters related to the cases range as follows: Partners $1,075 - $1,845 Of Counsel $625 - $1,845 Associates $610 - $1,165 Paraprofessionals $245 - $460 In addition, the firm will charge Debtors for its actual, out-of-pocket expenses. Joshua A. Sussberg, the president of Joshua A. Sussberg, P.C., a partner of Kirkland & Ellis, assures the court that Kirkland 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 an interest adverse to the Debtors' estates. Mr. Sussberg also made the following disclosures in response to the request for additional information set forth in Paragraph D.1 of the Revised U.S. Trustee Guidelines: -- Kirkland and the Debtors have not agreed to any variations from, or alternatives to, Kirkland's standard billing arrangements for this engagement. -- The hourly rates used by Kirkland in representing the Debtors are consistent with the rates that Kirkland charges other comparable chapter 11 clients, regardless of the location of the chapter 11 case. -- Kirkland's current hourly rates for services rendered on behalf of the Debtors range as follows: Billing Category U.S. Range Partners $1,075-$1,845 Of Counsel $625-$1,845 Associates $610-$1,165 Paraprofessionals $245-$460 -- Pursuant to the DIP Order, professionals proposed to be retained by the Debtors are required to provide weekly estimates of fees and expenses incurred in these chapter 11 cases. The firm can be reached through: Joshua A. Sussberg, Esq. Joshua A. Sussberg, P.C., Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 About Tailored Brands Tailored Brands, Inc., (NYSE: TLRD) is an omni-channel specialty retailer of menswear, including suits, formalwear and a broad selection of polished and business casual offerings. It delivers personalized products and services through its convenient network of over 1,400 stores in the United States and Canada as well as its branded e-commerce websites at http://www.menswearhouse.com/and http://www.josbank.com. Its brands include Men's Wearhouse, Jos. A. Bank, Moores Clothing for Men and K&G. Tailored Brands reported a net loss of $82.28 million for the year ended Feb. 1, 2020, compared to net earnings of $83.24 million for the year ended Feb. 2, 2019. As of Feb. 1, 2020, the Company had $2.42 billion in total assets, $2.52 billion in total liabilities, and a total shareholders' deficit of $98.31 million. On Aug. 2, 2020, Tailored Brands and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33900) on Aug. 2, 2020. As of July 4, 2020, Tailored Brands disclosed $2,482,124,043 in total assets and $2,839,642,691 in total liabilities. The Hon. Marvin Isgur is the case judge. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Jackson Walker L.L.P., Stikeman Elliot LLP and Mourant Ozannes as co-bankruptcy counsel; PJT Partners LP as financial advisor; Alixpartners, LLP as restructuring advisor; and A&G Realty Partners, LLC as the real estate consultant and advisor. Prime Clerk LLC is the claims agent. TAILORED BRANDS: Seeks to Hire PJT Partners as Investment Banker ---------------------------------------------------------------- Tailored Brands, Inc. seeks authority from the United States Bankruptcy Court for the Southern District of Texas to employ PJT Partners LP as their investment banker. Tailored Brands requires PJT Partners to: a. assist in the evaluation of the Debtors' businesses and prospects; b. assist in the development of the Debtors' long-term business plan and related financial projections; c. assist in the development of financial data and presentations to the Debtors' Board of Directors, various creditors and other third parties; d. analyze the Debtors' financial liquidity and evaluate alternatives to improve such liquidity; e. analyze various restructuring scenarios and the potential impact of these scenarios on the recoveries of those stakeholders impacted by the Restructuring; f. provide strategic advice with regard to restructuring or refinancing the Debtors' Obligations; g. evaluate the Debtors' debt capacity and alternative capital structures; h. participate in negotiations among the Debtors and their creditors, suppliers, lessors and other interested parties; i. value securities offered by the Debtors in connection with a Restructuring; j. advise the Debtors and negotiate with lenders with respect to potential waivers or amendments of various credit facilities; k. assist in arranging financing for the Debtors, as requested; l. provide expert witness testimony concerning any of the subjects encompassed by the other investment banking services; and m. provide such other advisory services as are customarily provided in connection with the analysis and negotiation of a transaction similar to a potential Restructuring, as requested and mutually agreed. PJT Partners will be paid as follows: a. Monthly Fee. The Debtors shall pay PJT a monthly advisory fee (the “Monthly Fee”) of $175,000 per month. Fifty percent (50%) of all Monthly Fees paid to PJT after the 9th Monthly Fee has been paid (i.e., after $1,575,000 has been paid) shall be credited against any Restructuring Fee (as defined below) payable under the Engagement Letter; b. Capital Raising Fee. The Debtors shall pay PJT a capital raising fee (the “Capital Raising Fee”) for any financing arranged by PJT, at the Debtors’ request, earned upon signing of definitive documentation and payable only upon closing of the financing. If access to the financing is limited by orders of this Court, a proportionate fee shall be payable with respect to each available commitment (irrespective of availability blocks, borrowing base, or other similar restrictions). The Capital Raising Fee will be calculated as: -- Senior Debt. 2.0% of the total issuance/commitment size for senior debt financing, including any debtor-in-possession financing; -- Junior Debt. 3.0% of the total issuance size for junior debt financing; and -- Equity Financing. 4.0% of the issuance amount for equity financing. -- Notwithstanding the foregoing, to the extent that the Debtors and the Consenting Term Lenders enter into the RSA, the Capital Raising Fee payable to PJT in respect of the DIP ABL Facility shall be equal to $3,750,000, fully earned upon the closing of the DIP ABL Facility and payable as follows (a) $2,500,000 upon the closing of the DIP ABL Facility and (b) $1,250,000 upon the consummation of a chapter 11 plan in respect of the Debtors. In addition, no Capital Raising Fee shall be payable to PJT in respect of the Exit ABL Financing. c. Restructuring Fee. In accordance with the terms of the Engagement Letter, the Debtors shall pay PJT an additional fee (the “Restructuring Fee”) equal to $8 million, earned and payable in accordance with the terms of the Engagement Letter. d. Fee Cap. Notwithstanding anything in the Engagement Letter to the contrary, the maximum aggregate amount payable to PJT for Capital Raising Fees and the Restructuring Fee, in each case after reduction for any crediting of any other fees thereunder, shall be $11,750,000. For the avoidance of doubt, the foregoing cap on fees shall not include or affect the Debtors’ obligations to pay PJT's out-of-pocket expenses or Monthly Fees pursuant to the Engagement Letter or the Debtors’ obligations under and in respect of the Indemnification Agreement. e. Expense Reimbursements. -- In addition to the fees described above, the Debtors agree to reimburse PJT for all reasonable and documented out-of-pocket expenses incurred during the engagement. -- Further, in connection with the reimbursement, contribution and indemnification provisions set forth in the Engagement Letter and Attachment A to the Engagement Letter, which is incorporated therein by reference, the Debtors agree to reimburse each Indemnified Party for its legal and other expenses (including the cost of any investigation and preparation) as they are incurred in connection with any matter in any way relating to or referred to in the Engagement Letter or arising out of the matters contemplated by the Engagement Letter (including, without limitation, in enforcing the Engagement Letter), subject to certain exceptions, limitations, and requirements set forth in the Indemnification Agreement. Jamie Baird, partner of PJT Partners LP, 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. PJT Partners can be reached at: Jamie Baird PJT PARTNERS LP 280 Park Avenue New York, NY 10017 Tel: (212) 364-7800 About Tailored Brands Tailored Brands, Inc., (NYSE: TLRD) is an omni-channel specialty retailer of menswear, including suits, formal wear and a broad selection of polished and business casual offerings. It delivers personalized products and services through its convenient network of over 1,400 stores in the United States and Canada as well as its branded e-commerce websites at http://www.menswearhouse.com/and http://www.josbank.com. Its brands include Men's Wearhouse, Jos. A. Bank, Moores Clothing for Men and K&G. Tailored Brands reported a net loss of $82.28 million for the year ended Feb. 1, 2020, compared to net earnings of $83.24 million for the year ended Feb. 2, 2019. As of Feb. 1, 2020, the Company had $2.42 billion in total assets, $2.52 billion in total liabilities, and a total shareholders' deficit of $98.31 million. On Aug. 2, 2020, Tailored Brands and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33900) on Aug. 2, 2020. As of July 4, 2020, Tailored Brands disclosed $2,482,124,043 in total assets and $2,839,642,691 in total liabilities. The Hon. Marvin Isgur is the case judge. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Jackson Walker L.L.P., Stikeman Elliot LLP and Mourant Ozannes as co-bankruptcy counsel; PJT Partners LP as financial advisor; Alixpartners, LLP as restructuring advisor; and A&G Realty Partners, LLC as the real estate consultant and advisor. Prime Clerk LLC is the claims agent. TEMERITY TRUST: $12-Mil. Loan to Fund Plan Payments --------------------------------------------------- Temerity Trust Management, LLC aka Temerity Management, LLC submitted a First Amended Chapter 11 Plan of Reorganization. With respect to Franchise Tax Board's claim of $2,726, the Debtor intends to move to reclassify this claim as a general unsecured claim. To the extent the claim is allowed as a priority tax claim, the claim will be paid in full on the Effective Date. As to Class 5 all allowed general unsecured claims, the Reorganized Debtor will pay to Class 5 allowed claimholders 100% of their allowed claims. In connection with Plan confirmation, a financier to be subsequently identified (the "Lender") will loan the sum of $12,000,000 to the Debtor. Based on the financing backing from Lender, the Debtor will have sufficient cash on hand to make all required Effective Date payments. Alternatively, the Debtor will sell the Residence to fund payments under the Plan. The Loan will accrue interest without compounding at an annual rate of 8%, payable in kind for the first year and payable quarterly thereafter. A full-text copy of the First Amended Chapter 11 Plan of Reorganization dated August 12, 2020, is available at https://tinyurl.com/y55vq2zp from PacerMonitor.com at no charge. Proposed Attorneys for Temerity Trust Management: David B. Golubchik Kurt Ramlo LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, California 90067 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 Email: KR@LNBYB.com About Temerity Trust Management Temerity Trust Management, LLC, based in Beverly Hills, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-15015) on June 1, 2020. In the petition signed by William K. Sadleir, manager, the Debtor was estimated to have $10 million to $50 million in both assets and liabilities. The Hon. Barry Russell oversees the case. Kurt Ramlo, at Levene Neale Bender Yoo & Brill L.L.P., serves as bankruptcy counsel to the Debtor. THROOP VENTURES: Unsecureds Will Get 50% of Its Claims ------------------------------------------------------ Throop Ventures, LLC, an New York limited partnership, submitted a Plan and a Disclosure Statement. The Debtor asserts that the approximate present value of the Property is $2,350,000. Class 2 Secured Claims are impaired. The Holders of the Allowed Class 2 Claims shall receive, in full satisfaction, settlement, release, extinguishment, and discharge of such Claims: (A) $1,900,000.00 in Cash on or as soon as reasonably practicable after the later of (i) the Effective Date, (ii) the date on which such Allowed Claim becomes Allowed, and (iii) a date agreed to by the Debtor or the Reorganized Debtor, as the case may be, and the Holder of such Allowed Claim. Creditor has a total claim approximately $2,845,022.68. Class 3 SN Secured Claim is impaired. The Holders of the Allowed Class 3 Claims shall receive, in full satisfaction, settlement, release, extinguishment, and discharge of such Claims: (A) $211,595.00 in Cash on or as soon as reasonably practicable after the later of (i) the Effective Date, (ii) the date on which such Allowed Claim becomes Allowed, and (iii) a date agreed to by the Debtor or the Reorganized Debtor, as the case may be, and the Holder of such Allowed Claim. Creditor has a total claim approximately $264,493.75. Class 4 General Unsecured Claims will receive beginning 30 days after the Effective Date, payments in equal installments for a period of 5 years, paying 50% of each claim. The payments contemplated under this provision will be made from the revenues of the Property, ongoing business operations and/or owners' contributions. The Debtor has secured DIP Financing in the amount of $2.3 million upon court approval and on the Effective Date, the Debtor will distribute $1.9 million to Chondrite and $211,595 to SN Funding. The DIP Financing has a term of one year at a rate of 11% with interest only payments. The payments contemplated under this provision shall be made from the revenues of the Property, ongoing business operations and/or owners' contributions. A full-text copy of the Disclosure Statement dated August 12, 2020, is available at https://tinyurl.com/y5o4suwl from PacerMonitor.com at no charge. Counsel for Throop Ventures, LLC: Vivian Sobers, Esq. Sobers Law, PLLC 11 Broadway, Suite 615 New York, New York 10004 Telephone: (917) 225-4501 About Throop Ventures Throop Ventures is a New York limited partnership with its principal place of business in Brooklyn, New York. Throop Ventures operates the real property known as 417 Throop Avenue, Brooklyn, New York 11221, Block: 1806; Lot: 9. The Property consists of eight residential units and one commercial unit. The total rent roll should be $23,050 on a monthly basis. However, due to the COVID-19 Pandemic the rents have decreased. Grace Equities, LLC, holds a 42% interest, Eugene Equities, LLC, has a 9% interest and Moshe Freidman holds a 49% interest. Throop Ventures LLC filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 20-41478) on March 11, 2020. In the petition signed by Michael Israel, member, the Debtor disclosed total assets of $2,415,046 and total liabilities of $3,595,493. KISHNER, MILLER, HIMES, P.C., led by Vivian Sobers, is the Debtor's counsel. TNS INC: S&P Alters Outlook to Stable, Affirms 'B' ICR ------------------------------------------------------ S&P Global Ratings revised its outlook to stable from negative and affirmed all of its ratings on Reston, Va.-based data communications provider TNS Inc., including its 'B' issuer credit rating. "The outlook revision reflects our view that the COVID-19 pandemic will have less of an impact on payment transaction volumes relative to our previous base-case forecast," S&P said. S&P now expects payment services revenue to decline about 10%-12% in 2020, better than the rating agency's previous forecast of 20%-25%. The shuttering of some businesses, such as retail and restaurants, was partially offset by a robust consumer shift to card payment transactions from cash. S&P expects point-of-sale card payment transaction volumes, which were down around 50% in the second quarter, to improve throughout the year as more states and countries reopen their economies. Strong revenue growth at Cequint, the company's wireless caller ID business, helped stabilize operating results despite declines in other segments. Cequint's impressive growth and improved scale should help offset competitive pressures and secular declines in the company's legacy wireline segment and COVID-19 disruptions in payment services. Over the last few years, Cequint expanded significantly and now accounts for about 20% of TNS' consolidated revenue due to demand for not only its wireless caller ID product, but its spam and robocall solutions products as well. S&P believes increasing smartphone penetration and the demand for mobile privacy solutions will continue to drive solid Cequint growth over the near to intermediate term. "The stable outlook reflects our view that although weak economic conditions will pressure revenue in the near term, we expect leverage to remain in the low- to mid-5x area due to mid-single–digit percent EBITDA growth and modest debt repayment," S&P said. "We could lower the rating if TNS' adjusted leverage rises above 6x on a sustained basis. This would most likely be the result of steeper-than-expected revenue declines in payment services as dial-based and IP-based volume transactions contract because of the recession," the rating agency said. S&P could raise the rating if TNS achieves adjusted debt to EBITDA below 4.5x and the rating agency believes the company is sustainable longer term. However, even in that scenario, the company's private equity ownership and the likelihood for an additional recapitalization over the next few years limit the prospects for an upgrade. TRAVERSE CITY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Traverse City Equity Investments, LLC FDBA The SpaBath Company, LLC 2382 Cass Road Traverse City, MI 49686 Business Description: Traverse City Equity Investments, LLC fdba the SpaBath Company -- https://www.spabathcompany.com -- manufactures walk-in bathtub and showers, with patented SpaBath Roll-Door technology. SpaBath Roll-Door Technology and unique features provide a spa-like bathing environment bathing system on the market. The full-width, unobstructed opening, built- in safety features like electronic water- level detectors to prevent deflation of dual door seals with water in the tub, deluxe spa system with therapy options and precisely controlled water temperature provide ease of use, safety and comfort. Chapter 11 Petition Date: September 28, 2020 Court: United States Bankruptcy Court Western District of Michigan Case No.: 20-03039 Judge: Hon. James W. Boyd Debtor's Counsel: A. Todd Almassian, Esq. KELLER & ALMASSIAN, PLC 230 East Fulton Grand Rapids, MI 49503 Tel: 616-364-2100 Email: ecf@kalawgr.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Arthur A. Sills, president. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GP5PLGI/Traverse_City_Equity_Investments__miwbke-20-03039__0001.0.pdf?mcid=tGE4TAMA TRIANGLE FLOWERS: Seeks to Hire Rich Commercial Realty as Broker ---------------------------------------------------------------- Triangle Flowers of Distinction, Inc. seeks authority from the US Bankruptcy Court for the Eastern District of North Carolina to hire Rich Commercial Realty, LLC, as its real estate broker. Rich Commercial Realty will assist the Debtor in negotiating a new commercial lease for it's facility in Raleigh, North Carolina. In particular, the broker will assist the Debtor in: -- determining Debtor's requirements in connection with a lease; -- surveying and preparing comparative analyses of all properties fitting within the paraments including proper geographic area of Debtor's requirements; -- conducting negotiations on Debtor's behalf with the owners, developers, or respective representatives of prospective properties to establish the elements of a potential leasehold in such property; -- assisting and actively participating in the negotiation of the final leasehold documents; and -- working with Debtor in and through occupancy of property with respect to all relevant matters connected therewith. Rich Commercial Realty's commission will not to exceed 4 percent of the lease. Should the Debtor lease property where there is no commission paid by the owner or agent of the selected property, or the commission paid to the broker is less than $3,000, the balance of the minimum commission shall be paid by Debtor within 30 days of securing and executing the lease. In the event that Debtor does not consummate a lease, the Debtor shall pay to the broker a fee of $1,500 to cover its expenses and time related to the transaction. Rich Commercial Realty is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b) of the Bankruptcy Code, according to court filings. The broker can be reached through: Roy B Hargrove IV Rich Commercial Realty, LLC 3221 Blue Ridge Road, Suite 105 Raleigh, NC 27612 Phone: (919) 821-7880 About Triangle Flowers of Distinction, Inc. Based in Raleigh, North Carolina, Triangle Flowers of Distinction, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 20-02098) on May 29, 2020, listing under $1 million in both assets and liabilities. The Debtor is represented by James C. White, Esq. at J.C. White Law Group, PLLC. The Debtor hired Rich Commercial Realty, LLC as its broker. US-CHINA PROFESSIONAL: Unsecureds to Get Around 100% in Plan ------------------------------------------------------------ US-China Professional Tours, Inc., filed an Amended Small Business Plan and Disclosure Statement. The Plan proposes to pay creditors from the liquidation of all Plan Assets. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has estimated at approximately 100 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. A full-text copy of the Amended Plan and Disclosure Statement dated August 11, 2020, is available at https://tinyurl.com/y4qkcynq from PacerMonitor at no charge. About US-China Professional Tours US-China Professional Tours, Inc., a travel and tour operator, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-34218) on Aug. 1, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $50,000. The case is assigned to Judge Eduardo V. Rodriguez. VAREX IMAGING: S&P Assigns Prelim 'B' ICR; Outlook Negative ----------------------------------------------------------- S&P Global Ratings assigned its 'B' preliminary long-term issuer credit rating to Salt Lake City-based Varex Imaging Corp. S&P also assigned a 'B' preliminary issue rating to its proposed senior secured notes. The preliminary recovery rating on the secured notes is '3'. The negative outlook reflects credit measures in 2020 and 2021 that are weak for the rating, and risk that the company may recover more slowly than S&P anticipates from COVID-19-related weakness. The company has a niche focus on x-ray-based imaging equipment, subject to ongoing customer volatility in capital spending in the health care equipment and industrial equipment markets. Varex is highly dependent on its customers' capital spending budgets. Sales declined in the first half of 2020 because hospital systems and industrial purchasers delayed spending and equipment replacement due to pandemic-related reductions in patient volumes and economic activity. The company's cost structure is also relatively inflexible, thus S&P expects a 7% drop in 2020 revenues, translating to about a 55% reduction in adjusted EBITDA. Notwithstanding recent volatility, the company possesses modest barriers to entry through strong intellectual property, sticky long-term relationships with customers, substantial market share, and an industry resistant to disruption due to relatively low EBITDA margins. Varex is a leader in several x-ray technologies, with a diverse customer base. The company attracts and retains customers in multiple imaging modalities including computed tomography (CT), radiography, mammography, and oncology, as well as industrial clients with products designed for cargo screening and nondestructive testing, among other purposes. The company's customer base is diverse, in terms of industry and geographic markets, and balanced. The U.S., Europe Middle East and Africa (EMEA), and Asia-Pacific each contributed more than 30% to its 2019 revenue. While Varex's top 10 customers represented about 50% of 2019 revenues, only Canon Inc. (17%) represented more than 10%. Varex is exposed to similar risks as contract manufacturing organizations (CMOs) due to their profitability and dependence on OEMs, which hold significant negotiating and pricing leverage, resulting in EBITDA margins that are below 15 percent. However, unlike most CMOs, Varex relies more on innovation, which insulates the company from price-based competition to a degree, results in stickier relationships with OEMs, and provides more opportunity for higher profitability. S&P also expects margins will benefit from the closure of their Santa Clara facility, reduced tariff impacts, and a more favorable product mix over the next two-to-three years. While manufacturers have been increasingly outsourcing imaging-component production, OEM insourcing remains a significant long-term risk. Varex is able to leverage its design and manufacturing expertise across both its medical and industrial segments, which reduces costs. Additionally, about 25% of its revenues come from recurring revenue streams such as replacement parts, insulating it somewhat from industry capital budgets. Varex's high operating leverage will keep cash flow and EBITDA suppressed through most of this fiscal year. Varex's EBITDA has been highly dependent on its sales volume. With a projected $55 million decline in fiscal 2020 revenues expected to depress EBITDA by about $60 million, S&P thinks the company will perform better in fiscal 2021 once medical device sales recover in the second half of next year. Full-year benefits from operational improvements including reduced labor costs and the closure of the Santa Clara facility will also help. S&P expects the company will fully recover in fiscal 2022. "We view the company's 2020 leverage metrics as an aberration, due to COVID-19 and restructuring, and we expect rapid deleveraging beginning in the second half of fiscal 2021," S&P said. Prior to the pandemic, Varex had maintained adjusted leverage below 4x. S&P anticipates leverage will deteriorate to about 10.5x for 2020, given the sharp drop in profitability due to fallout from the pandemic. S&P expects the company's performance to rebound in 2021 and for the company to return to its prior leverage profile within the next two-to-three years. The negative outlook reflects the risk Varex may recover more slowly than anticipated, given uncertainty around the resolution of COVID-19 pandemic and how quickly capital investments at end-customers will rebound. "We could lower the rating on Varex if it is unable to close on the proposed transaction, which would likely result in violation of its existing financial covenants. Alternatively, we could lower the rating if the company is unable to generate at least $15 million of annual free cash flow," S&P said. "We could revise the outlook to stable, if EBITDA margins improve significantly in 2021, as we expect, and the company is able to generate annual free cash flow of about $15 million-$20 million," the rating agency said. VERITY HEALTH: Creditors-Backed Plan Fine-Tuned ----------------------------------------------- The Verity Health System of California, Inc., et al., the Prepetition Secured Creditors, and the Official Committee of Unsecured Creditors filed an Amended Chapter 11 Plan. Prepetition Secured Creditors consist of the Master Trustee, the 2005 Revenue Bonds Trustee, the 2015 Notes Trustee, the 2017 Notes Trustee, Verity MOB Financing LLC, and Verity MOB Financing II, LLC. The Plan proposes to pay Allowed Secured Claims and Allowed Administrative Claims in full on the Effective Date except for the 2005 Bonds Diminution Claim, payment of which will be deferred post-Effective Date to allow for the payment of the foregoing Claims in exchange for, among other things, (i) the dismissal of certain litigation commenced by the Committee, and (ii) the waiver of challenge claims preserved against Verity MOB Financing LLC and Verity MOB Financing II LLC under the Final DIP Order and the Cash Collateral Orders. The Plan also proposes the resolution of certain other Claims and the distribution of proceeds to Holders of Allowed Claims. The Plan provides that a Liquidating Trustee will continue the wind-down and liquidation of the Debtors after the Effective Date, and will oversee the operations of the Post-Effective Date Debtors during the Sale Leaseback Period in accordance with the Interim Agreements and the Transition Services Agreements. Class 2: Secured 2017 Revenue Notes Claims are impaired. The Secured 2017 Revenue Notes Claims shall be paid in cash on the Effective Date by the Debtors to the 2017 Notes Trustee for distribution in accordance with the 2017 Revenue Notes Indentures in an amount equal to 100% of a single Allowed Claim in the aggregate amount of $42,000,000, plus (i) any accrued, but unpaid postpetition interest, if any, at the rate specified in the 2017 Revenue Note Indentures. Class 3: Secured 2015 Revenue Notes Claims are impaired. The Secured 2015 Revenue Notes Claims shall be paid in cash on the Effective Date by the Debtors to the 2015 Notes Trustee for distribution in accordance with the 2015 Revenue Notes Indentures in an amount equal to 100% of a single Allowed Claim in the aggregate amount of $160,000,000, plus (i) accrued, but unpaid postpetition interest, if any, at the rate specified in the 2015 Revenue Note Indentures for each of 2015 Revenue Notes Series A, B, C and D. Class 4: Secured 2005 Revenue Bond Claims are impaired. The Secured 2005 Revenue Bonds Claims shall be treated as a single Allowed Claim in the aggregate amount of $259,445,000 plus (i) accrued, but unpaid postpetition interest, if any, at the rate specified in the 2005 Revenue Bond Indentures through and including the Effective Date. Class 5: Secured MOB I Financing Claims are impaired. The Secured MOB I Financing Claims shall be paid in cash on the Effective Date by the Debtors in an amount equal to 100% of a single Allowed Claim in the aggregate amount of $46,363,095.90, plus (i) accrued but unpaid postpetition interest, if any, at the rate specified in the MOB I Loan Agreement, excluding any interest at the default rate, or make whole premium, and (ii) any accrued, but unpaid reasonable, necessary out-of-pocket fees and expenses of Verity MOB Financing LLC, pursuant to the Final DIP Order and Cash Collateral Orders through and including the Effective Date. Class 6: Secured MOB II Financing Claims are impaired. The Secured MOB II Financing Claims shall be paid in cash on the Effective Date by the Debtors in an amount equal to 100% of a single Allowed Claim in the aggregate amount of $20,061,919.48, plus (i) accrued, but unpaid postpetition interest, if any, at the rate specified in the MOB II Loan Agreements, excluding any interest at the default rate, or make whole premium, and (ii) any accrued but unpaid reasonable, necessary out-of-pocket fees and expenses of Verity MOB Financing II LLC, pursuant to the Final DIP Order and Cash Collateral Orders through and including the Effective Date. Class 7: Secured Mechanics Lien Claims are impaired. Each Allowed Secured Mechanics Lien Claim shall be paid in cash on the Effective Date by the Debtors in an amount equal to 100% of the principal balance of such Allowed Secured Mechanics Lien Claim. Class 8: General Unsecured Claims are impaired. Each holder of an Allowed General Unsecured Claim shall receive a Second Priority Trust Beneficial Interest and become a Trust Beneficiary in full and final satisfaction of its Allowed Class 8 Claim, except to the extent that such Holder agrees (a) to a less favorable treatment of such Claim, or (b) such Claim has been paid before the Effective Date. Class 9: Insured Claims are impaired. Each Holder of an Insured Claim will have received or shall receive on account of its Insured Claim relief from the automatic stay under § 362 and the injunctions provided under this Plan for the sole and limited purpose of permitting such Holder to seek recovery, if any, as determined and Allowed by an order or judgment by a court of competent jurisdiction or under a settlement or compromise of such Holder’s Insured Claim from the applicable and available Insurance Policies maintained by or for the benefit of any of the Debtors. Class 10: 2016 Data Breach Claims are impaired. Each holder of an Allowed 2016 Data Breach Claim shall receive access to credit monitoring services at the sole cost of the Debtors for a period of two (2) years following the Effective Date. Class 11: Subordinated General Unsecured Claims are impaired. Holders of Allowed Subordinated General Unsecured Claims shall not receive any recovery from the Debtors on or after the Effective Date. Class 12: Interests will not receive any recovery from the Debtors under the Plan. A full-text copy of the Amended Chapter 11 Plan dated August 12, 2020, is available at https://tinyurl.com/y5qqclwm from PacerMonitor.com at no charge. Attorneys for the Chapter 11 Debtors: SAMUEL R. MAIZEL TANIA M. MOYRON NICHOLAS A. KOFFROTH DENTONS US LLP 601 South Figueroa Street, Suite 2500 Los Angeles, California 90017-5704 Tel: (213) 623-9300 Fax: (213) 623-9924 E-mail: samuel.maizel@dentons.com tania.moyron@dentons.com nicholas.koffroth@dentons.com Attorneys for U.S. Bank National Association: solely in its capacity, as the note indenture trustee and as the collateral agent under the note indenture relating to the 2015 Working Capital Notes: NATHAN F. COCO MEGAN M. PREUSKER MCDERMOTT WILL & EMERY LLP 444 West Lake Street Chicago, Illinois 60606-0029 Tel: (312) 372-2000 Fax: (312) 948-7700 E-mail: ncoco@mwe.com mpreusker@mwe.com Attorneys for Verity MOB Financing, LLC and Verity MOB Financing II, LLC: BRUCE S. BENNETT BENJAMIN ROSENBLUM PETER S. SABA JONES DAY LLP 250 Vesey Street New York, New York 10281 Tel: (212) 326-3939 Fax: (212) 755-7306 E-mail: bbennett@jonesday.com brosenblum@jonesday.com psaba@jonesday.com Attorneys for UMB Bank, N.A., as Master Indenture Trustee and Wells Fargo Bank, National Association, as Indenture Trustee: PAUL J. RICOTTA DANIEL S. BLECK MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C. One Financial Center Boston, Massachusetts 02111 Tel: (617) 542-6000 Fax: (617) 542-2241 E-mail: pricotta@mintz.com dsbleck@mintz.com Attorneys for U.S. Bank National Association solely in its capacity, as the note indenture trustee and as the collateral agent under the note indenture relating to the 2017 Working Capital Notes: CLARK T. WHITMORE JASON REED MASLON LLP 90 South Seventh Street Minneapolis, Minnesota 55402-4140 Tel: (312) 372-2000 Fax: (312) 948-7700 E-mail: clark.whitmore@maslon.com jason.reed@maslon.com Attorneys for the Official Committee of Unsecured Creditors: GREGORY A. BRAY MARK SHINDERMAN JAMES C. BEHRENS MILBANK LLP 2029 Century Park East 33rd Floor Los Angeles, California 90067 Tel: (424) 386-4000 Fax: (213) 629-5063 E-mail: gbray@milbank.com mshinderman@milbank.com jbehrens@milbank.com About Verity Health System Verity Health System -- https://www.verity.org/ -- operates as a non-profit health care system in the state of California, with 1,680 inpatient beds, six active emergency rooms, a trauma center, and a host of medical specialties, including tertiary and quaternary care. Verity's two Southern California hospitals are St. Francis Medical Center in Lynwood and St. Vincent Medical Center in Los Angeles. In Northern California, O'Connor Hospital in San Jose, St. Louise Regional Hospital in Gilroy, Seton Medical Center in Daly City and Seton Coastside in Moss Beach are part of Verity Health. Verity Health also includes Verity Medical Foundation. With more than 100 primary care and specialty physicians, VMF offers medical, surgical and related healthcare services for people of all ages at community-based, multi-specialty clinics conveniently located in areas served by the Verity hospitals. Verity Health System was created in a transaction approved by California Attorney General Kamala Harris and completed in December 2015. Verity Health System of California, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 18-20151) on Aug. 31, 2018. In the petition signed by CEO Richard Adcock, Verity Health was estimated to have assets of $500 million to $1 billion and liabilities of $500 million to $1 billion. Judge Ernest M. Robles presides over the cases. The Debtors tapped Dentons US LLP as their bankruptcy counsel; Berkeley Research Group, LLC, as financial advisor; Cain Brothers as investment banker; and Kurtzman Carson Consultants as claims agent. W.F. GRACE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: W.F. Grace Construction, LLC 3 Pleasant Hill Road Deerfield, NH 03037 Business Description: W.F. Grace Construction, LLC is part of the residential construction contractors industry. Chapter 11 Petition Date: September 28, 2020 Court: United States Bankruptcy Court District of New Hampshire Case No.: 20-10844 Debtor's Counsel: William S. Gannon, Esq. WILLIAM S. GANNON PLLC 889 Elm Street, 4th Floor Manchester, NH 03101 Tel: 603-621-0833 Email: bgannon@gannonlawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by William F. Grace, Jr., sole member. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QGMKBIA/WF_Grace_Construction_LLC__nhbke-20-10844__0001.0.pdf?mcid=tGE4TAMA WALKER MACHINE: Creditors to Get Paid from Property Sale Proceeds ----------------------------------------------------------------- Walker Machine Tool Solutions, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Alabama, Southern Division, a Disclosure Statement for Chapter 11 Plan dated August 7, 2020. The Plan provides for the payment of secured and unsecured debt. Class 1 will consist of the Allowed Secured Claim of DCR Mortgage Partners IX, LP. A proof of claim has been filed for $578,641, accruing interest at 5.0%. The Plan places all Unsecured Claims in Class 2. The total amount of these claims is approximately $27,779. The Debtor reserves all rights, claims, and defenses with respect to the allowance, amount, and classification of all claims. Moreover, some of the claims are disputed or unliquidated. Additional claims may be unknown to the Debtor. The Debtor reserves all rights and makes no representation or warranty as to the number of Allowed Claims. Class 3 shall consist of the equity position of Member Linda Walker in the Debtor. The Member, or her assigns, will receive no equity distribution unless and until Class 2 is paid in full. The Debtor agrees to sell all personal property of value and or all of the real estate of the Debtor to an unrelated third party. These sales are anticipated to be accomplished pursuant to §363(f) of the Bankruptcy Code. A full-text copy of the Disclosure Statement dated Aug. 7, 2020, is available at https://tinyurl.com/y65eb58v from PacerMonitor.com at no charge. The Debtor is represented by: STUART M. MAPLES MAPLES LAW FIRM, PC 200 Clinton Avenue West, Suite 1000 Huntsville, Alabama 35801 Tel: (256) 489-9779 Fax: (256) 489-9720 E-mail: smaples@mapleslawfirmpc.com About Walker Machine Tool Solutions Walker Machine Tool Solutions, Inc., is in the machine shops business. Walker Machine sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 19-04553) on Nov. 5, 2019. The petition was signed by Ron Walker or Linda Walker, president and secretary. The Debtor disclosed total assets of $1,750,361 and total liabilities of $582,993. The Debtor tapped Stuart M. Maples, Esq., at Maples Law Firm, PC, as counsel. WAVE COMPUTING: Taps Armory Securities as Investment Banker ----------------------------------------------------------- Wave Computing, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of California to hire Armory Securities, LLC as their investment banker. The firm will provide the following professional services: a. assist Debtors in developing and preparing a memorandum to be used in soliciting potential investors; b. set up and manage the data room, including organizing the diligence data and facilitating its provision to interested parties; c. participate in negotiations with potential investors in the sale; and d. assist Debtors in documentation of the closing of the transaction. Armory Securities will be paid as follows: a. Monthly Fee. A monthly fee of $50,000, which is due and payable by Debtors upon the execution date of the engagement letter and continuing thereafter on the monthly anniversary of such date. b. Financing Fee. If at any time during the term of the engagement letter Debtors (i) consummate any financing or (ii) accept any written commitments for one or more financings, and concurrently therewith or at any time thereafter, any financing is consummated in accordance with such written commitment, Armory Securities shall be entitled to receive a transaction fee payable at closing equal to 3 percent of the aggregate gross proceeds of any financing, which shall be grossed up to $500,000 in the event total fees do not equal $500,000. c. Sale Fee. If at any time during the fee Period Debtors consummate a sale or asset sale, Armory Securities shall be entitled to receive a transaction fee equal to 2.5 percent of the aggregate transaction value of the transaction, which shall be grossed up to $500,000 in the event total fees do not equal $500,000. If Debtors consummate a sale or asset sale to a party listed in the engagement letter, Armory Securities shall be entitled to receive a transaction fee equal to 1.5 percent of the aggregate transaction value, which shall be grossed up to $500,000 in the event the total fees do not equal $500,000. d. Restructuring Fee. If at any time during the fee period, the Debtors consummate a restructuring, Armory Securities shall be entitled to a fee, payable upon consummation of the plan of reorganization, equal to $500,000. In the event of a restructuring, Armory Securities shall credit 50 percent of the monthly fees paid against the restructuring transaction fee. Armory Securities 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: Nicholas W. Tell Jr. Armory Securities, LLC 1230 Rosecrans Avenue, Suite 660 Manhattan Beach, CA 90266 Telephone: (310) 220-6400 Facsimile: (310) 798-6277 About Wave Computing Wave Computing, Inc. is a Santa Clara, Calif.-based company that revolutionizes artificial intelligence (AI) with its dataflow-based solutions. For more information, visit https://wavecomp.ai Wave Computing and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Lead Case No. 20 50682) on April 27, 2020. At the time of the filing, Debtors had estimated assets of between $1 million and $10 million and liabilities of between $50 million and $100 million. Judge Elaine M. Hammond oversees the cases. Debtors have tapped Sidley Austin, LLP as their bankruptcy counsel, Affeld Grivakes LLP as conflict counsel, Paul Weiss Rifkind Wharton & Garrison LLP as special counsel. Lawrence Perkins, chief executive officer of SierraConstellation Partners LLC, is Debtors' chief restructuring officer. The Office of the U.S. Trustee appointed a committee of unsecured creditors on May 18, 2020. The committee is represented by Hogan Lovells US, LLP. WELCOME HOME: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Welcome Home Senior Residence (Fair Oaks), LLC 1780 Peach Place Concord, CA 94518 Business Description: Welcome Home Senior Residence (Fair Oaks), LLC operates an assisted living facility. Chapter 11 Petition Date: September 24, 2020 Court: United States Bankruptcy Court Northern District of Texas Case No.: 20-41559 Judge: Hon. Roger L. Efremsky Debtor's Counsel: David A. Boone, Esq. LAW OFFICES OF DAVID A. BOONE 1611 The Alameda San Jose, CA 945126 Tel: 408-291-6000 Email: ecfdavidboone@aol.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Steve Chou, managing member. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/43S5VEY/Welcome_Home_Senior_Residence__canbke-20-41559__0001.0.pdf?mcid=tGE4TAMA YARBOROUGH HOSPITALITY: Seeks to Hire Allison Law as Attorney ------------------------------------------------------------- Yarbrough Hospitality, LLC, seeks authority from the US Bankruptcy Court for the District of New Mexico to hire The Allison Law Firm as an additional attorney. The Allison Law Firm has represented the Debtor prior to the filing of the bankruptcy petition, and its familiarity with previous negotiations and facts in the case will be useful in the reorganization effort. Allison Law will charge $300 per hour plus costs and gross receipts tax for its services. The Allison Law Firm represents no interest adverse to the Debtor in Possession, creditors or the bankruptcy estate, according to court filings. The firm can be reached through: Michael B. Allison, Esq. The Allison Law Firm PO Box 25344 Albuquerque, NM 87125 Phone: +1 505-842-0888 About Yarbrough Hospitality, LLC Yarbrough Hospitality, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.M. Case No. 20-10881) on April 19, 2020, listing under $1 million in both assets and liabilities. Michael K. Daniels, Esq. represents the Debtor as counsel. [N]SITE VENTURES: Seeks to Hire Corey B. Beck as Counsel -------------------------------------------------------- [N]Site Ventures, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ the Law Office of Corey B. Beck, P.C., as counsel to the Debtor. [N]site Ventures requires Corey B. Beck to: a. institute, prosecute or defend any lawsuits, adversary proceedings and contested matters arising out of this bankruptcy proceeding in which the Debtor may be a party; b. assist in recovery and obtaining necessary Court approval for recovery and liquidation of estate assets, and to assist in protecting and preserving the same where necessary; c. assist in determining the priorities and status of claims and in filing objections thereto where necessary; d. if applicable, to assist in preparation of a disclosure statement and plan; e. advise the Debtor and perform all other legal services for the Debtor which may be or become necessary in this bankruptcy proceeding. Corey B. Beck will be paid at these hourly rates: Attorney $375 Paralegal $125 Staffs $35 Corey B. Beck will be paid a retainer in the amount of $21,717, including the filing fee. Corey B. Beck will also be reimbursed for reasonable out-of-pocket expenses incurred. Corey B. Beck, partner of the Law Office of Corey B. Beck, 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. Corey B. Beck can be reached at: Corey B. Beck, Esq. THE LAW OFFICE OF COREY B. BECK, P.C. 425 South Sixth Street Las Vegas, NV 89101 Tel: (702) 678-1999 Fax: (702) 678-6788 E-mail: becksbk@yahoo.com About [N]Site Ventures [N]Site Ventures, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 20-12931) on June 18, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Corey B. Beck, Esq. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ALSWF US 130.2 (43.1) (16.9) ABSOLUTE SOFTWRE ABT CN 130.2 (43.1) (16.9) ABSOLUTE SOFTWRE OU1 GR 130.2 (43.1) (16.9) ABSOLUTE SOFTWRE ABT2EUR EU 130.2 (43.1) (16.9) ACCELERATE DIAGN 1A8 GR 114.8 (37.0) 92.4 ACCELERATE DIAGN AXDX US 114.8 (37.0) 92.4 ACCELERATE DIAGN AXDX* MM 114.8 (37.0) 92.4 ACCOLADE INC ACCD US 120.5 (33.5) 21.4 ACUTUS MEDICAL AFIB US 72.0 (3.4) 15.1 ADAPTHEALTH CORP AHCO US 739.3 (6.8) 6.5 AGENUS INC AJ81 GZ 185.8 (199.0) (37.5) AGENUS INC AJ81 SW 185.8 (199.0) (37.5) AGENUS INC AGEN US 185.8 (199.0) (37.5) AGENUS INC AJ81 QT 185.8 (199.0) (37.5) AGENUS INC AJ81 TH 185.8 (199.0) (37.5) AGENUS INC AGENEUR EU 185.8 (199.0) (37.5) AGENUS INC AJ81 GR 185.8 (199.0) (37.5) AMC ENTERTAINMEN AMC US 11,271.6 (1,575.4) (1,031.5) AMC ENTERTAINMEN AH9 GR 11,271.6 (1,575.4) (1,031.5) AMC ENTERTAINMEN AMC* MM 11,271.6 (1,575.4) (1,031.5) AMC ENTERTAINMEN AMC4EUR EU 11,271.6 (1,575.4) (1,031.5) AMC ENTERTAINMEN AH9 TH 11,271.6 (1,575.4) (1,031.5) AMC ENTERTAINMEN AH9 QT 11,271.6 (1,575.4) (1,031.5) AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMERICAN AIR-BDR AALL34 BZ 64,544.0 (3,169.0) (4,211.0) AMERICAN AIRLINE AAL US 64,544.0 (3,169.0) (4,211.0) AMERICAN AIRLINE A1G GR 64,544.0 (3,169.0) (4,211.0) AMERICAN AIRLINE AAL* MM 64,544.0 (3,169.0) (4,211.0) AMERICAN AIRLINE A1G TH 64,544.0 (3,169.0) (4,211.0) AMERICAN AIRLINE AAL TE 64,544.0 (3,169.0) (4,211.0) AMERICAN AIRLINE A1G SW 64,544.0 (3,169.0) (4,211.0) AMERICAN AIRLINE A1G GZ 64,544.0 (3,169.0) (4,211.0) AMERICAN AIRLINE AAL11EUR EU 64,544.0 (3,169.0) (4,211.0) AMERICAN AIRLINE AAL AV 64,544.0 (3,169.0) (4,211.0) AMERICAN AIRLINE A1G QT 64,544.0 (3,169.0) (4,211.0) APACHE CORP APA* MM 12,999.0 (44.0) (52.0) APACHE CORP APA TH 12,999.0 (44.0) (52.0) APACHE CORP APA GR 12,999.0 (44.0) (52.0) APACHE CORP APA1 SW 12,999.0 (44.0) (52.0) APACHE CORP APA US 12,999.0 (44.0) (52.0) APACHE CORP APA GZ 12,999.0 (44.0) (52.0) APACHE CORP APAEUR EU 12,999.0 (44.0) (52.0) APACHE CORP APA QT 12,999.0 (44.0) (52.0) APACHE CORP- BDR A1PA34 BZ 12,999.0 (44.0) (52.0) AQUESTIVE THERAP AQST US 63.5 (21.4) 29.0 ARYA SCIENCES AC ARYBU US - - - ARYA SCIENCES-A ARYB US - - - ASCENDANT DIG -A ACND US 0.4 (0.0) (0.4) ASCENDANT DIGITA ACND/U US 0.4 (0.0) (0.4) AUDIOEYE INC AEYE US 10.0 (0.5) (1.9) AURANIA RESOURCE ARU CN 4.4 (0.5) (0.6) AURANIA RESOURCE AUIAF US 4.4 (0.5) (0.6) AUTOZONE INC AZ5 GR 14,423.9 (878.0) 504.8 AUTOZONE INC AZ5 TH 14,423.9 (878.0) 504.8 AUTOZONE INC AZO US 14,423.9 (878.0) 504.8 AUTOZONE INC AZ5 GZ 14,423.9 (878.0) 504.8 AUTOZONE INC AZO AV 14,423.9 (878.0) 504.8 AUTOZONE INC AZ5 TE 14,423.9 (878.0) 504.8 AUTOZONE INC AZO* MM 14,423.9 (878.0) 504.8 AUTOZONE INC AZOEUR EU 14,423.9 (878.0) 504.8 AUTOZONE INC AZ5 QT 14,423.9 (878.0) 504.8 AUTOZONE INC-BDR AZOI34 BZ 14,423.9 (878.0) 504.8 AVID TECHNOLOGY AVID US 265.4 (156.5) 24.4 AVID TECHNOLOGY AVD GR 265.4 (156.5) 24.4 AVIS BUD-CEDEAR CAR AR 21,690.0 (153.0) 137.0 AVIS BUDGET GROU CAR US 21,690.0 (153.0) 137.0 AVIS BUDGET GROU CUCA GR 21,690.0 (153.0) 137.0 AVIS BUDGET GROU CUCA TH 21,690.0 (153.0) 137.0 AVIS BUDGET GROU CAR* MM 21,690.0 (153.0) 137.0 AVIS BUDGET GROU CUCA QT 21,690.0 (153.0) 137.0 AVIS BUDGET GROU CAR2EUR EU 21,690.0 (153.0) 137.0 B RILEY PRINCIPA BMRG/U US 177.5 177.4 0.7 B. RILEY PRINC-A BMRG US 177.5 177.4 0.7 BIGCOMMERCE-1 BI1 GR 79.6 (43.1) 18.2 BIGCOMMERCE-1 BI1 GZ 79.6 (43.1) 18.2 BIGCOMMERCE-1 BI1 TH 79.6 (43.1) 18.2 BIGCOMMERCE-1 BIGCEUR EU 79.6 (43.1) 18.2 BIGCOMMERCE-1 BI1 QT 79.6 (43.1) 18.2 BIGCOMMERCE-1 BIGC US 79.6 (43.1) 18.2 BIOHAVEN PHARMAC 2VN TH 424.3 (35.5) 196.1 BIOHAVEN PHARMAC BHVN US 424.3 (35.5) 196.1 BIOHAVEN PHARMAC 2VN GR 424.3 (35.5) 196.1 BIOHAVEN PHARMAC BHVNEUR EU 424.3 (35.5) 196.1 BIONOVATE TECHNO BIIO US - (0.4) (0.4) BLOOM ENERGY C-A 1ZB GR 1,277.5 (250.5) 137.1 BLOOM ENERGY C-A BE1EUR EU 1,277.5 (250.5) 137.1 BLOOM ENERGY C-A 1ZB QT 1,277.5 (250.5) 137.1 BLOOM ENERGY C-A 1ZB TH 1,277.5 (250.5) 137.1 BLOOM ENERGY C-A 1ZB GZ 1,277.5 (250.5) 137.1 BLOOM ENERGY C-A BE US 1,277.5 (250.5) 137.1 BLUE BIRD CORP BLBD US 390.1 (61.9) 39.3 BLUE BIRD CORP 4RB GR 390.1 (61.9) 39.3 BLUE BIRD CORP 4RB GZ 390.1 (61.9) 39.3 BLUE BIRD CORP BLBDEUR EU 390.1 (61.9) 39.3 BLUELINX HOLDING FZG1 GR 999.1 (18.2) 416.8 BLUELINX HOLDING BXC US 999.1 (18.2) 416.8 BLUELINX HOLDING BXCEUR EU 999.1 (18.2) 416.8 BOEING CO-BDR BOEI34 BZ 162,872.0 (11,382.0) 37,795.0 BOEING CO-CED BA AR 162,872.0 (11,382.0) 37,795.0 BOEING CO-CED BAD AR 162,872.0 (11,382.0) 37,795.0 BOEING CO/THE BCO GR 162,872.0 (11,382.0) 37,795.0 BOEING CO/THE BAEUR EU 162,872.0 (11,382.0) 37,795.0 BOEING CO/THE BA EU 162,872.0 (11,382.0) 37,795.0 BOEING CO/THE BOE LN 162,872.0 (11,382.0) 37,795.0 BOEING CO/THE BA PE 162,872.0 (11,382.0) 37,795.0 BOEING CO/THE BOEI BB 162,872.0 (11,382.0) 37,795.0 BOEING CO/THE BA US 162,872.0 (11,382.0) 37,795.0 BOEING CO/THE BCO TH 162,872.0 (11,382.0) 37,795.0 BOEING CO/THE BA SW 162,872.0 (11,382.0) 37,795.0 BOEING CO/THE BA* MM 162,872.0 (11,382.0) 37,795.0 BOEING CO/THE BA TE 162,872.0 (11,382.0) 37,795.0 BOEING CO/THE BA CI 162,872.0 (11,382.0) 37,795.0 BOEING CO/THE BAUSD SW 162,872.0 (11,382.0) 37,795.0 BOEING CO/THE BCO GZ 162,872.0 (11,382.0) 37,795.0 BOEING CO/THE BA AV 162,872.0 (11,382.0) 37,795.0 BOEING CO/THE BCO QT 162,872.0 (11,382.0) 37,795.0 BOMBARDIER INC-B BBDBN MM 23,478.0 (6,526.0) (1,944.0) BOOMER HOLDINGS BOMH US 2.6 (2.8) (1.9) BRINKER INTL EAT US 2,356.0 (479.1) (273.5) BRINKER INTL BKJ GR 2,356.0 (479.1) (273.5) BRINKER INTL BKJ TH 2,356.0 (479.1) (273.5) BRINKER INTL BKJ QT 2,356.0 (479.1) (273.5) BRINKER INTL EAT2EUR EU 2,356.0 (479.1) (273.5) BRP INC/CA-SUB V DOO CN 4,240.0 (666.0) 759.8 BRP INC/CA-SUB V B15A GR 4,240.0 (666.0) 759.8 BRP INC/CA-SUB V DOOO US 4,240.0 (666.0) 759.8 BRP INC/CA-SUB V DOOEUR EU 4,240.0 (666.0) 759.8 BRP INC/CA-SUB V B15A GZ 4,240.0 (666.0) 759.8 CADIZ INC CDZI US 70.9 (24.2) 2.1 CADIZ INC 2ZC GR 70.9 (24.2) 2.1 CADIZ INC CDZIEUR EU 70.9 (24.2) 2.1 CAMPING WORLD-A C83 TH 3,264.6 (69.9) 474.7 CAMPING WORLD-A C83 QT 3,264.6 (69.9) 474.7 CAMPING WORLD-A CWH US 3,264.6 (69.9) 474.7 CAMPING WORLD-A C83 GR 3,264.6 (69.9) 474.7 CAMPING WORLD-A CWHEUR EU 3,264.6 (69.9) 474.7 CARERX CORP CHHHF US 151.8 (1.6) (6.7) CARERX CORP CRRX CN 151.8 (1.6) (6.7) CDK 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COMPANY-BDR HPQB34 BZ 34,244.0 (1,986.0) (4,757.0) HP INC HPQ US 34,244.0 (1,986.0) (4,757.0) HP INC 7HP TH 34,244.0 (1,986.0) (4,757.0) HP INC 7HP GR 34,244.0 (1,986.0) (4,757.0) HP INC HPQ TE 34,244.0 (1,986.0) (4,757.0) HP INC HPQ SW 34,244.0 (1,986.0) (4,757.0) HP INC HPQ* MM 34,244.0 (1,986.0) (4,757.0) HP INC HPQ CI 34,244.0 (1,986.0) (4,757.0) HP INC HPQUSD SW 34,244.0 (1,986.0) (4,757.0) HP INC HPQEUR EU 34,244.0 (1,986.0) (4,757.0) HP INC 7HP GZ 34,244.0 (1,986.0) (4,757.0) HP INC HPQ AV 34,244.0 (1,986.0) (4,757.0) HP INC 7HP QT 34,244.0 (1,986.0) (4,757.0) IAA INC IAA US 2,273.5 (67.4) 292.9 IAA INC 3NI GR 2,273.5 (67.4) 292.9 IAA INC IAA-WEUR EU 2,273.5 (67.4) 292.9 IMMUNOGEN INC IMU TH 269.7 (24.5) 150.5 IMMUNOGEN INC IMU GR 269.7 (24.5) 150.5 IMMUNOGEN INC IMGN US 269.7 (24.5) 150.5 IMMUNOGEN INC IMGNEUR EU 269.7 (24.5) 150.5 IMMUNOGEN INC IMU GZ 269.7 (24.5) 150.5 IMMUNOGEN INC IMGN* MM 269.7 (24.5) 150.5 IMMUNOGEN INC IMU QT 269.7 (24.5) 150.5 INHIBRX INC 1RK GR 21.3 (67.0) (21.0) INHIBRX INC 1RK TH 21.3 (67.0) (21.0) INHIBRX INC INBXEUR EU 21.3 (67.0) (21.0) INHIBRX INC 1RK QT 21.3 (67.0) (21.0) INHIBRX INC INBX US 21.3 (67.0) (21.0) INSEEGO CORP INO TH 211.9 (41.9) 46.8 INSEEGO CORP INO QT 211.9 (41.9) 46.8 INSEEGO CORP INSG US 211.9 (41.9) 46.8 INSEEGO CORP INO GR 211.9 (41.9) 46.8 INSEEGO CORP INSGEUR EU 211.9 (41.9) 46.8 INSEEGO CORP INO GZ 211.9 (41.9) 46.8 INSU ACQUISITION INAQU US 0.0 (0.0) (0.0) INTERCEPT PHARMA I4P TH 637.5 (78.8) 443.1 INTERCEPT PHARMA ICPT US 637.5 (78.8) 443.1 INTERCEPT PHARMA I4P GR 637.5 (78.8) 443.1 INTERCEPT PHARMA I4P QT 637.5 (78.8) 443.1 INTERCEPT PHARMA ICPT* MM 637.5 (78.8) 443.1 IRONWOOD PHARMAC I76 GR 443.5 (36.9) 347.6 IRONWOOD PHARMAC I76 TH 443.5 (36.9) 347.6 IRONWOOD PHARMAC IRWD US 443.5 (36.9) 347.6 IRONWOOD PHARMAC IRWDEUR EU 443.5 (36.9) 347.6 IRONWOOD PHARMAC I76 QT 443.5 (36.9) 347.6 J.C. PENNEY CO JCP* MM 8,403.0 (89.0) 686.0 JACK IN THE BOX JBX GR 1,886.7 (827.0) (42.7) JACK IN THE BOX JACK US 1,886.7 (827.0) (42.7) JACK IN THE BOX JBX GZ 1,886.7 (827.0) (42.7) JACK IN THE BOX JBX QT 1,886.7 (827.0) (42.7) JACK IN THE BOX JACK1EUR EU 1,886.7 (827.0) (42.7) JOSEMARIA RESOUR JOSE SS 15.7 (38.0) (49.1) JOSEMARIA RESOUR NGQSEK EU 15.7 (38.0) (49.1) JOSEMARIA RESOUR JOSES IX 15.7 (38.0) (49.1) JOSEMARIA RESOUR JOSES EB 15.7 (38.0) (49.1) JOSEMARIA RESOUR JOSES I2 15.7 (38.0) (49.1) KONTOOR BRAND KTB US 1,572.8 (44.9) 589.1 KONTOOR BRAND 3KO TH 1,572.8 (44.9) 589.1 KONTOOR BRAND 3KO GR 1,572.8 (44.9) 589.1 KONTOOR BRAND KTBEUR EU 1,572.8 (44.9) 589.1 KONTOOR BRAND 3KO QT 1,572.8 (44.9) 589.1 KONTOOR BRAND 3KO GZ 1,572.8 (44.9) 589.1 L BRANDS INC LTD GR 10,880.0 (1,904.0) 1,072.0 L BRANDS INC LB US 10,880.0 (1,904.0) 1,072.0 L BRANDS INC LTD TH 10,880.0 (1,904.0) 1,072.0 L BRANDS INC LTD SW 10,880.0 (1,904.0) 1,072.0 L BRANDS INC LBRA AV 10,880.0 (1,904.0) 1,072.0 L BRANDS INC LBEUR EU 10,880.0 (1,904.0) 1,072.0 L BRANDS INC LB* MM 10,880.0 (1,904.0) 1,072.0 L BRANDS INC LTD QT 10,880.0 (1,904.0) 1,072.0 L BRANDS INC-BDR LBRN34 BZ 10,880.0 (1,904.0) 1,072.0 LENNOX INTL INC LXI GR 2,124.3 (228.9) 280.7 LENNOX INTL INC LII US 2,124.3 (228.9) 280.7 LENNOX INTL INC LII* MM 2,124.3 (228.9) 280.7 LENNOX INTL INC LXI TH 2,124.3 (228.9) 280.7 LENNOX INTL INC LII1EUR EU 2,124.3 (228.9) 280.7 MADISON SQUARE G MSG1EUR EU 1,233.8 (203.4) (162.0) MADISON SQUARE G MS8 GR 1,233.8 (203.4) (162.0) MADISON SQUARE G MSGS US 1,233.8 (203.4) (162.0) MARRIOTT - 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NKARTA INC NKTX US 43.6 (24.1) (37.4) NORTONLIFEL- BDR S1YM34 BZ 6,405.0 (503.0) (598.0) NORTONLIFELOCK I SYM GR 6,405.0 (503.0) (598.0) NORTONLIFELOCK I SYMC TE 6,405.0 (503.0) (598.0) NORTONLIFELOCK I NLOK US 6,405.0 (503.0) (598.0) NORTONLIFELOCK I NLOK* MM 6,405.0 (503.0) (598.0) NORTONLIFELOCK I SYM GZ 6,405.0 (503.0) (598.0) NORTONLIFELOCK I SYMCEUR EU 6,405.0 (503.0) (598.0) NORTONLIFELOCK I SYMC AV 6,405.0 (503.0) (598.0) NORTONLIFELOCK I SYM QT 6,405.0 (503.0) (598.0) NUTANIX INC - A 0NU GZ 1,768.5 (275.0) 333.8 NUTANIX INC - A 0NU GR 1,768.5 (275.0) 333.8 NUTANIX INC - A NTNXEUR EU 1,768.5 (275.0) 333.8 NUTANIX INC - A 0NU TH 1,768.5 (275.0) 333.8 NUTANIX INC - A 0NU QT 1,768.5 (275.0) 333.8 NUTANIX INC - A NTNX US 1,768.5 (275.0) 333.8 OMEROS CORP OMER US 70.7 (161.3) 0.9 OMEROS CORP 3O8 GR 70.7 (161.3) 0.9 OMEROS CORP 3O8 QT 70.7 (161.3) 0.9 OMEROS CORP 3O8 TH 70.7 (161.3) 0.9 OMEROS CORP OMEREUR EU 70.7 (161.3) 0.9 ONTRAK INC HY1N TH 25.0 (30.0) 2.6 ONTRAK INC OTRK US 25.0 (30.0) 2.6 ONTRAK INC HY1N GZ 25.0 (30.0) 2.6 ONTRAK INC HY1N GR 25.0 (30.0) 2.6 ONTRAK INC CATSEUR EU 25.0 (30.0) 2.6 OPEN LENDING C-A LPRO US 186.5 (464.3) - OPTIVA INC OPT CN 91.1 (49.6) 4.5 OPTIVA INC RKNEF US 91.1 (49.6) 4.5 OPTIVA INC 3230510Q EU 91.1 (49.6) 4.5 OPTIVA INC RKNEUR EU 91.1 (49.6) 4.5 OPTIVA INC RE6 GR 91.1 (49.6) 4.5 OTIS WORLDWI OTIS US 10,441.0 (3,576.0) 630.0 OTIS WORLDWI 4PG GR 10,441.0 (3,576.0) 630.0 OTIS WORLDWI 4PG GZ 10,441.0 (3,576.0) 630.0 OTIS WORLDWI OTISEUR EU 10,441.0 (3,576.0) 630.0 OTIS WORLDWI OTIS* MM 10,441.0 (3,576.0) 630.0 OTIS WORLDWI 4PG TH 10,441.0 (3,576.0) 630.0 OTIS WORLDWI 4PG QT 10,441.0 (3,576.0) 630.0 PAPA JOHN'S INTL PP1 GR 757.7 (33.4) (3.4) PAPA JOHN'S INTL PZZA US 757.7 (33.4) (3.4) PAPA JOHN'S INTL PZZAEUR EU 757.7 (33.4) (3.4) PAPA JOHN'S INTL PP1 GZ 757.7 (33.4) (3.4) PARATEK PHARMACE N4CN TH 227.1 (63.5) 188.3 PARATEK PHARMACE PRTK US 227.1 (63.5) 188.3 PARATEK PHARMACE N4CN GR 227.1 (63.5) 188.3 PHILIP MORRI-BDR PHMO34 BZ 39,162.0 (10,120.0) 1,984.0 PHILIP MORRIS IN PMI SW 39,162.0 (10,120.0) 1,984.0 PHILIP MORRIS IN PM1EUR EU 39,162.0 (10,120.0) 1,984.0 PHILIP MORRIS IN 4I1 GR 39,162.0 (10,120.0) 1,984.0 PHILIP MORRIS IN PM US 39,162.0 (10,120.0) 1,984.0 PHILIP MORRIS IN PM1CHF EU 39,162.0 (10,120.0) 1,984.0 PHILIP MORRIS IN 4I1 TH 39,162.0 (10,120.0) 1,984.0 PHILIP MORRIS IN PM1 TE 39,162.0 (10,120.0) 1,984.0 PHILIP MORRIS IN PMIZ EB 39,162.0 (10,120.0) 1,984.0 PHILIP MORRIS IN PMIZ IX 39,162.0 (10,120.0) 1,984.0 PHILIP MORRIS IN 0M8V LN 39,162.0 (10,120.0) 1,984.0 PHILIP MORRIS IN PMOR AV 39,162.0 (10,120.0) 1,984.0 PHILIP MORRIS IN 4I1 GZ 39,162.0 (10,120.0) 1,984.0 PHILIP MORRIS IN PM* MM 39,162.0 (10,120.0) 1,984.0 PHILIP MORRIS IN 4I1 QT 39,162.0 (10,120.0) 1,984.0 PLANET FITNESS-A 3PL QT 1,800.0 (721.7) 446.9 PLANET FITNESS-A PLNT1EUR EU 1,800.0 (721.7) 446.9 PLANET FITNESS-A PLNT US 1,800.0 (721.7) 446.9 PLANET FITNESS-A 3PL TH 1,800.0 (721.7) 446.9 PLANET FITNESS-A 3PL GR 1,800.0 (721.7) 446.9 PLANTRONICS INC PTM GR 2,228.9 (149.7) 183.5 PLANTRONICS INC PLT US 2,228.9 (149.7) 183.5 PLANTRONICS INC PLTEUR EU 2,228.9 (149.7) 183.5 PLANTRONICS INC PTM GZ 2,228.9 (149.7) 183.5 PPD INC PPD US 5,906.5 (1,034.5) 136.9 PROGENITY INC 4ZU TH 111.0 (84.8) 9.5 PROGENITY INC 4ZU GR 111.0 (84.8) 9.5 PROGENITY INC 4ZU QT 111.0 (84.8) 9.5 PROGENITY INC PROGEUR EU 111.0 (84.8) 9.5 PROGENITY INC 4ZU GZ 111.0 (84.8) 9.5 PROGENITY INC PROG US 111.0 (84.8) 9.5 PSOMAGEN INC-KDR 950200 KS - - - QUANTUM CORP QMCO US 164.9 (195.5) (0.9) RADIUS HEALTH IN RDUS US 175.1 (109.4) 94.2 RADIUS HEALTH IN 1R8 GR 175.1 (109.4) 94.2 RADIUS HEALTH IN 1R8 TH 175.1 (109.4) 94.2 RADIUS HEALTH IN 1R8 QT 175.1 (109.4) 94.2 RADIUS HEALTH IN RDUSEUR EU 175.1 (109.4) 94.2 REC SILICON ASA RECO EB 268.9 (49.9) 4.4 REC SILICON ASA REC EU 268.9 (49.9) 4.4 REC SILICON ASA RECO IX 268.9 (49.9) 4.4 REC SILICON ASA REC SS 268.9 (49.9) 4.4 REC SILICON ASA RECO S1 268.9 (49.9) 4.4 REC SILICON ASA RECO TQ 268.9 (49.9) 4.4 REC SILICON ASA RECO B3 268.9 (49.9) 4.4 REC SILICON ASA RECO S2 268.9 (49.9) 4.4 REC SILICON ASA REC NO 268.9 (49.9) 4.4 REC SILICON ASA RECO QX 268.9 (49.9) 4.4 REC SILICON ASA RECO I2 268.9 (49.9) 4.4 REC SILICON ASA RECO PO 268.9 (49.9) 4.4 REKOR SYSTEMS IN REKR US 22.6 (4.6) (0.2) REKOR SYSTEMS IN 38E GR 22.6 (4.6) (0.2) REKOR SYSTEMS IN REKREUR EU 22.6 (4.6) (0.2) REVLON INC-A RVL1 GR 2,999.3 (1,548.5) 28.9 REVLON INC-A REV US 2,999.3 (1,548.5) 28.9 REVLON INC-A REV* MM 2,999.3 (1,548.5) 28.9 REVLON INC-A RVL1 TH 2,999.3 (1,548.5) 28.9 REVLON INC-A REVEUR EU 2,999.3 (1,548.5) 28.9 RIMINI STREET IN RMNI US 201.8 (89.8) (91.5) ROSETTA STONE IN RST US 191.0 (20.2) (65.3) ROSETTA STONE IN RS8 TH 191.0 (20.2) (65.3) ROSETTA STONE IN RS8 GR 191.0 (20.2) (65.3) ROSETTA STONE IN RST1EUR EU 191.0 (20.2) (65.3) SALLY BEAUTY HOL SBH US 3,198.1 (69.1) 825.6 SALLY BEAUTY HOL S7V GR 3,198.1 (69.1) 825.6 SALLY BEAUTY HOL SBHEUR EU 3,198.1 (69.1) 825.6 SBA COMM CORP 4SB GR 9,390.5 (4,290.6) 71.4 SBA COMM CORP SBAC US 9,390.5 (4,290.6) 71.4 SBA COMM CORP 4SB TH 9,390.5 (4,290.6) 71.4 SBA COMM CORP 4SB GZ 9,390.5 (4,290.6) 71.4 SBA COMM CORP SBAC* MM 9,390.5 (4,290.6) 71.4 SBA COMM CORP SBACEUR EU 9,390.5 (4,290.6) 71.4 SBA COMM CORP 4SB QT 9,390.5 (4,290.6) 71.4 SBA COMMUN - BDR S1BA34 BZ 9,390.5 (4,290.6) 71.4 SCIENTIFIC GAMES TJW GZ 7,844.0 (2,479.0) 847.0 SCIENTIFIC GAMES SGMS US 7,844.0 (2,479.0) 847.0 SCIENTIFIC GAMES TJW GR 7,844.0 (2,479.0) 847.0 SCIENTIFIC GAMES TJW TH 7,844.0 (2,479.0) 847.0 SEALED AIR CORP SEE US 5,756.3 (70.1) 277.4 SEALED AIR CORP SDA GR 5,756.3 (70.1) 277.4 SEALED AIR CORP SEE1EUR EU 5,756.3 (70.1) 277.4 SEALED AIR CORP SDA TH 5,756.3 (70.1) 277.4 SEALED AIR CORP SDA QT 5,756.3 (70.1) 277.4 SERES THERAPEUTI 1S9 TH 100.7 (65.6) 28.5 SERES THERAPEUTI 1S9 SW 100.7 (65.6) 28.5 SERES THERAPEUTI MCRB1EUR EU 100.7 (65.6) 28.5 SERES THERAPEUTI MCRB US 100.7 (65.6) 28.5 SERES THERAPEUTI 1S9 GR 100.7 (65.6) 28.5 SHELL MIDSTREAM SHLX US 2,416.0 (379.0) 317.0 SIRIUS XM HO-BDR SRXM34 BZ 12,465.0 (668.0) (2,057.0) SIRIUS XM HOLDIN RDO GR 12,465.0 (668.0) (2,057.0) SIRIUS XM HOLDIN RDO TH 12,465.0 (668.0) (2,057.0) SIRIUS XM HOLDIN SIRI US 12,465.0 (668.0) (2,057.0) SIRIUS XM HOLDIN RDO GZ 12,465.0 (668.0) (2,057.0) SIRIUS XM HOLDIN SIRIEUR EU 12,465.0 (668.0) (2,057.0) SIRIUS XM HOLDIN SIRI AV 12,465.0 (668.0) (2,057.0) SIRIUS XM HOLDIN RDO QT 12,465.0 (668.0) (2,057.0) SIX FLAGS ENTERT 6FE GR 2,968.9 (426.8) 82.8 SIX FLAGS ENTERT 6FE QT 2,968.9 (426.8) 82.8 SIX FLAGS ENTERT SIXEUR EU 2,968.9 (426.8) 82.8 SIX FLAGS ENTERT SIX US 2,968.9 (426.8) 82.8 SIX FLAGS ENTERT 6FE TH 2,968.9 (426.8) 82.8 SLEEP NUMBER COR SNBR US 768.8 (163.0) (420.8) SLEEP NUMBER COR SL2 GR 768.8 (163.0) (420.8) SLEEP NUMBER COR SNBREUR EU 768.8 (163.0) (420.8) SOCIAL CAPITAL IPOC/U US 829.2 800.2 1.1 SOCIAL CAPITAL IPOB/U US 415.4 400.7 1.2 SOCIAL CAPITAL-A IPOB US 415.4 400.7 1.2 SOCIAL CAPITAL-A IPOC US 829.2 800.2 1.1 SONA NANOTECH IN SNANF US 1.8 (1.4) (1.6) SONA NANOTECH IN SONA CN 1.8 (1.4) (1.6) STARBUCKS CORP SRB TH 29,140.6 (8,624.3) (421.0) STARBUCKS CORP SBUX* MM 29,140.6 (8,624.3) (421.0) STARBUCKS CORP SRB GR 29,140.6 (8,624.3) (421.0) STARBUCKS CORP SBUX SW 29,140.6 (8,624.3) (421.0) STARBUCKS CORP SBUX CI 29,140.6 (8,624.3) (421.0) STARBUCKS CORP TCXSBU AU 29,140.6 (8,624.3) (421.0) STARBUCKS CORP USSBUX KZ 29,140.6 (8,624.3) (421.0) STARBUCKS CORP SBUX TE 29,140.6 (8,624.3) (421.0) STARBUCKS CORP SBUXEUR EU 29,140.6 (8,624.3) (421.0) STARBUCKS CORP SBUX IM 29,140.6 (8,624.3) (421.0) STARBUCKS CORP SBUX US 29,140.6 (8,624.3) (421.0) STARBUCKS CORP 0QZH LI 29,140.6 (8,624.3) (421.0) STARBUCKS CORP SBUXUSD SW 29,140.6 (8,624.3) (421.0) STARBUCKS CORP SRB GZ 29,140.6 (8,624.3) (421.0) STARBUCKS CORP SBUX AV 29,140.6 (8,624.3) (421.0) STARBUCKS CORP SBUX PE 29,140.6 (8,624.3) (421.0) STARBUCKS CORP SRB QT 29,140.6 (8,624.3) (421.0) STARBUCKS-BDR SBUB34 BZ 29,140.6 (8,624.3) (421.0) STARBUCKS-CEDEAR SBUXD AR 29,140.6 (8,624.3) (421.0) STARBUCKS-CEDEAR SBUX AR 29,140.6 (8,624.3) (421.0) TAILORED BRANDS TLRDQ* MM 2,500.4 (378.3) (966.9) TAUBMAN CENTERS TCO US 4,591.4 (274.8) - TAUBMAN CENTERS TU8 GR 4,591.4 (274.8) - TAUBMAN CENTERS TCO2EUR EU 4,591.4 (274.8) - TRANSDIGM GROUP TDG US 18,179.0 (4,179.0) 5,120.0 TRANSDIGM GROUP T7D GR 18,179.0 (4,179.0) 5,120.0 TRANSDIGM GROUP TDG* MM 18,179.0 (4,179.0) 5,120.0 TRANSDIGM GROUP T7D TH 18,179.0 (4,179.0) 5,120.0 TRANSDIGM GROUP T7D QT 18,179.0 (4,179.0) 5,120.0 TRANSDIGM GROUP TDGEUR EU 18,179.0 (4,179.0) 5,120.0 TRIUMPH GROUP TGI US 2,266.3 (1,047.4) 383.3 TRIUMPH GROUP TG7 GR 2,266.3 (1,047.4) 383.3 TRIUMPH GROUP TG7 TH 2,266.3 (1,047.4) 383.3 TRIUMPH GROUP TGIEUR EU 2,266.3 (1,047.4) 383.3 TUPPERWARE BRAND TUP US 1,194.3 (282.3) (730.8) TUPPERWARE BRAND TUP GR 1,194.3 (282.3) (730.8) TUPPERWARE BRAND TUP SW 1,194.3 (282.3) (730.8) TUPPERWARE BRAND TUP TH 1,194.3 (282.3) (730.8) TUPPERWARE BRAND TUP1EUR EU 1,194.3 (282.3) (730.8) TUPPERWARE BRAND TUP GZ 1,194.3 (282.3) (730.8) TUPPERWARE BRAND TUP QT 1,194.3 (282.3) (730.8) UBIQUITI INC 3UB GR 737.5 (295.5) 322.4 UBIQUITI INC UI US 737.5 (295.5) 322.4 UBIQUITI INC 3UB GZ 737.5 (295.5) 322.4 UBIQUITI INC UBNTEUR EU 737.5 (295.5) 322.4 UNISYS CORP UISEUR EU 2,399.3 (238.7) 527.3 UNISYS CORP UISCHF EU 2,399.3 (238.7) 527.3 UNISYS CORP USY1 TH 2,399.3 (238.7) 527.3 UNISYS CORP USY1 GR 2,399.3 (238.7) 527.3 UNISYS CORP UIS US 2,399.3 (238.7) 527.3 UNISYS CORP UIS1 SW 2,399.3 (238.7) 527.3 UNISYS CORP USY1 GZ 2,399.3 (238.7) 527.3 UNISYS CORP USY1 QT 2,399.3 (238.7) 527.3 UNITI GROUP INC 8XC TH 4,816.2 (2,217.1) - UNITI GROUP INC 8XC GR 4,816.2 (2,217.1) - UNITI GROUP INC UNIT US 4,816.2 (2,217.1) - VALVOLINE INC 0V4 TH 2,963.0 (188.0) 947.0 VALVOLINE INC VVVEUR EU 2,963.0 (188.0) 947.0 VALVOLINE INC 0V4 GR 2,963.0 (188.0) 947.0 VALVOLINE INC 0V4 QT 2,963.0 (188.0) 947.0 VALVOLINE INC VVV US 2,963.0 (188.0) 947.0 VECTOR GROUP LTD VGR GZ 1,531.7 (669.2) 300.6 VECTOR GROUP LTD VGR US 1,531.7 (669.2) 300.6 VECTOR GROUP LTD VGR GR 1,531.7 (669.2) 300.6 VECTOR GROUP LTD VGREUR EU 1,531.7 (669.2) 300.6 VECTOR GROUP LTD VGR TH 1,531.7 (669.2) 300.6 VECTOR GROUP LTD VGR QT 1,531.7 (669.2) 300.6 VERISIGN INC VRS TH 1,820.1 (1,400.3) 231.3 VERISIGN INC VRSN US 1,820.1 (1,400.3) 231.3 VERISIGN INC VRS GR 1,820.1 (1,400.3) 231.3 VERISIGN INC VRS SW 1,820.1 (1,400.3) 231.3 VERISIGN INC VRSN* MM 1,820.1 (1,400.3) 231.3 VERISIGN INC VRSNEUR EU 1,820.1 (1,400.3) 231.3 VERISIGN INC VRS GZ 1,820.1 (1,400.3) 231.3 VERISIGN INC VRS QT 1,820.1 (1,400.3) 231.3 VERISIGN INC-BDR VRSN34 BZ 1,820.1 (1,400.3) 231.3 VERISIGN-CEDEAR VRSN AR 1,820.1 (1,400.3) 231.3 VIVINT SMART HOM VVNT US 2,829.9 (1,404.9) (218.0) WARNER MUSIC-A WMG US 6,148.0 (21.0) (943.0) WARNER MUSIC-A WMGEUR EU 6,148.0 (21.0) (943.0) WARNER MUSIC-A WA4 GR 6,148.0 (21.0) (943.0) WARNER MUSIC-A WA4 GZ 6,148.0 (21.0) (943.0) WARNER MUSIC-A WMG AV 6,148.0 (21.0) (943.0) WARNER MUSIC-A WA4 TH 6,148.0 (21.0) (943.0) WATERS CORP WAZ TH 2,648.3 (191.7) 572.1 WATERS CORP WAT US 2,648.3 (191.7) 572.1 WATERS CORP WAZ GR 2,648.3 (191.7) 572.1 WATERS CORP WAT* MM 2,648.3 (191.7) 572.1 WATERS CORP WAZ QT 2,648.3 (191.7) 572.1 WATERS CORP WATEUR EU 2,648.3 (191.7) 572.1 WATERS CORP-BDR WATC34 BZ 2,648.3 (191.7) 572.1 WAYFAIR INC- A W US 4,379.5 (787.4) 595.6 WAYFAIR INC- A W* MM 4,379.5 (787.4) 595.6 WAYFAIR INC- A 1WF GZ 4,379.5 (787.4) 595.6 WAYFAIR INC- A 1WF QT 4,379.5 (787.4) 595.6 WAYFAIR INC- A 1WF GR 4,379.5 (787.4) 595.6 WAYFAIR INC- A 1WF TH 4,379.5 (787.4) 595.6 WAYFAIR INC- A WEUR EU 4,379.5 (787.4) 595.6 WESTERN UNIO-BDR WUNI34 BZ 8,707.0 (73.4) (290.8) WESTERN UNION W3U GR 8,707.0 (73.4) (290.8) WESTERN UNION W3U TH 8,707.0 (73.4) (290.8) WESTERN UNION WU* MM 8,707.0 (73.4) (290.8) WESTERN UNION W3U SW 8,707.0 (73.4) (290.8) WESTERN UNION WU US 8,707.0 (73.4) (290.8) WESTERN UNION W3U GZ 8,707.0 (73.4) (290.8) WESTERN UNION WUEUR EU 8,707.0 (73.4) (290.8) WESTERN UNION W3U QT 8,707.0 (73.4) (290.8) WHITING PETROLEU WLL US 3,732.2 (178.3) (478.8) WHITING PETROLEU WHT2 GR 3,732.2 (178.3) (478.8) WHITING PETROLEU WLL1EUR EU 3,732.2 (178.3) (478.8) WHITING PETROLEU WHT2 GZ 3,732.2 (178.3) (478.8) WHITING PETROLEU WHT2 TH 3,732.2 (178.3) (478.8) WHITING PETROLEU WHT2 QT 3,732.2 (178.3) (478.8) WHITING PETROLEU WLL1* MM 3,732.2 (178.3) (478.8) WIDEOPENWEST INC WU5 GR 2,494.4 (238.6) (95.8) WIDEOPENWEST INC WU5 TH 2,494.4 (238.6) (95.8) WIDEOPENWEST INC WU5 QT 2,494.4 (238.6) (95.8) WIDEOPENWEST INC WOW1EUR EU 2,494.4 (238.6) (95.8) WIDEOPENWEST INC WOW US 2,494.4 (238.6) (95.8) WINGSTOP INC EWG GZ 201.1 (192.7) 19.9 WINGSTOP INC WING1EUR EU 201.1 (192.7) 19.9 WINGSTOP INC WING US 201.1 (192.7) 19.9 WINGSTOP INC EWG GR 201.1 (192.7) 19.9 WINMARK CORP WINA US 31.6 (18.6) 0.5 WINMARK CORP GBZ GR 31.6 (18.6) 0.5 WORKHORSE GROUP 1WO QT 55.5 (70.5) (70.0) WORKHORSE GROUP WKHSEUR EU 55.5 (70.5) (70.0) WORKHORSE GROUP WKHS US 55.5 (70.5) (70.0) WORKHORSE GROUP 1WO TH 55.5 (70.5) (70.0) WORKHORSE GROUP 1WO GZ 55.5 (70.5) (70.0) WORKHORSE GROUP 1WO GR 55.5 (70.5) (70.0) WW INTERNATIONAL WW US 1,469.5 (645.5) (93.7) WW INTERNATIONAL WW6 GR 1,469.5 (645.5) (93.7) WW INTERNATIONAL WW6 TH 1,469.5 (645.5) (93.7) WW INTERNATIONAL WW6 GZ 1,469.5 (645.5) (93.7) WW INTERNATIONAL WTW AV 1,469.5 (645.5) (93.7) WW INTERNATIONAL WTWEUR EU 1,469.5 (645.5) (93.7) WW INTERNATIONAL WW6 QT 1,469.5 (645.5) (93.7) WYNDHAM DESTINAT WD5 GR 7,597.0 (1,050.0) 1,308.0 WYNDHAM DESTINAT WD5 TH 7,597.0 (1,050.0) 1,308.0 WYNDHAM DESTINAT WYND US 7,597.0 (1,050.0) 1,308.0 WYNDHAM DESTINAT WD5 QT 7,597.0 (1,050.0) 1,308.0 WYNDHAM DESTINAT WYNEUR EU 7,597.0 (1,050.0) 1,308.0 YRC WORLDWIDE IN YEL1 GR 1,936.6 (466.9) 57.0 YRC WORLDWIDE IN YEL1 TH 1,936.6 (466.9) 57.0 YRC WORLDWIDE IN YRCW US 1,936.6 (466.9) 57.0 YRC WORLDWIDE IN YEL1 QT 1,936.6 (466.9) 57.0 YRC WORLDWIDE IN YRCWEUR EU 1,936.6 (466.9) 57.0 YUM! BRANDS -BDR YUMR34 BZ 6,421.0 (8,108.0) 923.0 YUM! BRANDS INC TGR TH 6,421.0 (8,108.0) 923.0 YUM! BRANDS INC TGR GR 6,421.0 (8,108.0) 923.0 YUM! BRANDS INC YUM* MM 6,421.0 (8,108.0) 923.0 YUM! BRANDS INC YUM US 6,421.0 (8,108.0) 923.0 YUM! BRANDS INC YUMUSD SW 6,421.0 (8,108.0) 923.0 YUM! BRANDS INC TGR GZ 6,421.0 (8,108.0) 923.0 YUM! BRANDS INC YUM AV 6,421.0 (8,108.0) 923.0 YUM! BRANDS INC TGR TE 6,421.0 (8,108.0) 923.0 YUM! BRANDS INC YUMEUR EU 6,421.0 (8,108.0) 923.0 YUM! BRANDS INC TGR QT 6,421.0 (8,108.0) 923.0 YUM! BRANDS INC YUM SW 6,421.0 (8,108.0) 923.0 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2020. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***