/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/200930.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, September 30, 2020, Vol. 24, No. 273 Headlines 1130 ORCHARD: Plan and Disclosures Due Oct. 23 1420 HOWE: Seeks Approval to Hire James L. Brunello as Counsel 450 S. WESTERN: Seeks to Use Cash Collateral Thru Dec. 27 ABC PM 652: Fifth Amended Plan of Reorganization Confirmed by Judge AGF MACHINERY: Hires Saltmarsh Cleaveland as Financial Advisor AGF MACHINERY: Seeks to Hire Stichter Riedel as Legal Counsel AHEAD DB: Moody's Assigns B2 CFR, Outlook Stable ALDER AQUA: NaturalShrimp Buys Its VeroBlue Assets for $10M ALLIANCE BREW: Taps Wadsworth Garber as Legal Counsel ALLIED FINANCIAL: October 7 Disclosure Statement Hearing Set ALPHA ENTERTAINMENT: Fox Interested in TV Deal With New Owners AMERICAN CENTER: Fourth Modified Plan Confirmed by Judge ARANDELL HOLDINGS: Printing Company Blames Pandemic for Filing ARENA ENERGY: Hires Susman Godfrey as Special Counsel ART VAN: Employees Demand Payment from T.H. Lee for Lost Account BENEVIS CORP: Committee Hires FTI Consulting as Financial Advisor BENEVIS CORP: Committee Hires Locke Lord as Legal Counsel BENNINGTON CORPORATION: Hires Webster & Fredrickson as Counsel BESTWALL LLC: Georgia-Pacific Vows to Put Up $1B Fund BIKRAM CHOUDHURY: Court Okays Conversion to Chapter 7 Liquidation BIZNESS AS USUAL: City of Philadelphia Objects to Disclosure Motion BIZNESS AS USUAL: U.S. Trustee Objects to Amended Disclosure BLACKJEWEL LLC: ESM Still Has to Secure Federal Leases BLACKJEWEL LLC: Files Liquidating Plan BOUCHARD TRANSPORTATION: Case Summary & 30 Top Unsecured Creditors BRADLEY INVESTMENTS: Unsecureds Will Receive 9.9% of Claims BRIGGS & STRATTON: Completes Sale to KPS, Appoints New CEO C & C Entity: Seeks Court Approval to Hire Offit Kurman as Counsel CALES & FITZGERALD: Voluntary Chapter 11 Case Summary CARDINAL CARE: State Rulings Spur Chapter 11 by Senior Facilities CEC ENTERTAINMENT: Hires Hilco Appraisal as Real Estate Appraiser CHAPARRAL ENERGY: Unsecured Claims Are Unimpaired in Plan CHESAPEAKE ENERGY: Will Not Face Pending Suits During Bankruptcy CHUCK E. CHEESE: Unsecureds Say Quick Sale Favors Lenders CLARKRANGE HUNTING: Court Confirms 2nd Amended Plan COLUMBIA NUTRITIONAL: First Amended Plan Confirmed COSMOS HOLDINGS: Gets Forbearance Extension Until June 2021 CREATIVE REALITIES: Expands Partnership with InReality CUKER INTERACTIVE: Unsecureds Will Get 100% of Claims DEAN & DELUCA: Creditors' Panel Says Insider Plan Not Confirmable DEAN & DELUCA: Obtains More Time to Work With Disclosure Statement DESIGN REFRIGERATION: Oct. 1 Plan Confirmation Hearing Set DIXON PAVING: Court Conditionally Approves Disclosure Statement DUNCAN MORGAN: Has Until Oct. 2 to File Plan & Disclosures ECHO ENERGY: Unsecureds Will Get Pro Rata Share of Available Assets ENGINEERED PROPULSION: $15M Short of Diesel Engine Delivery ENGINEERED PROPULSION: Files for Chapter 11 Bankruptcy Protection ENVIRO-SAFE REFRIGERANTS: Oct. 1 Plan Confirmation Hearing Set EVCO HOMES: Hires Guerra Days as Special Counsel EXIDE HOLDINGS: Unsec. Creditors to be Paid in Full in Joint Plan EXIDE HOLDINGS: Westchester Fire Questions 'Global Settlement' FIRSTENERGY CORP: Faces More Columbus Bribery Scandal Lawsuits FITZ LAW GROUP: Unsecured Creditors Will Recover 100% of Claims FLUID END: Seeks Court Approval to Tap RSM US as Accountant FLYWHEEL SPORTS: Files for Chapter 7 Bankruptcy, Closes All Studios FOREVER 21: Asks Court to Rethink Ch. 7 Liquidation Order FRANCHISE DYNAMICS: U.S. Trustee Says Disc. Statement Inadequate FRASER'S BOILER: Hires Lewis Brisbois as Mediation Counsel FREEMAN MOBILE: Claims to Be Paid From Cash and Operating Income FRONTIER COMMUNICATIONS: Announces Secured 1st Lien Notes Offering FRONTIER COMMUNICATIONS: Commences $1.65B Debt Sale to Exit Ch. 11 G WEALTH: Seeks Approval to Hire Reynolds Law as Legal Counsel GARBANZO MEDITERRANEAN: Files for Chapter 11 to Sell Restaurant GDS TRANSPORT: Taps Fishman Jackson as Special Counsel GNC HOLDINGS: Oct. 12 Plan Confirmation Hearing Set GNC HOLDINGS: Says Disclosures Revised to Address Objections HADDINGTON FUND: Oct. 6 Plan Confirmation Hearing Set HERMITAGE OFFSHORE: Hires Prime Clerk as Administrative Advisor HERTZ GLOBAL: Sold $29M Shares Before SEC Stopped Company HOPEDALE MINING: Seeks Chapter 7 Conversion IDAVM MULTI GROUP: Has Until Nov. 18 to File Plan & Disclosure IRON HORSE: Seeks to Hire Spector & Cox as Counsel J.C. PENNEY: Sycamore Partners' Bid Opposed by Employees' Group JACOBSON HOTELS: Seeks to Hire Devine Law as Counsel JAKE TRUCKING: Seeks to Hire James W. Lester as Accountant KAISER GYPSUM: Wins Confirmation of Chapter 11 Plan KHAN AVIATION: Trustee Taps Bose McKinney & Evans as Counsel LATAM AIRLINES: Hires Lee Brock as Brazilian Litigation Counsel LE PAIN QUOTIDIEN: Court OKs Chapter 11 Liquidation Plan LEHMAN BROTHERS: 2nd Cir Blocks Bid to Recover $1B from Noteholders LIBBEY INC: Strikes Deal With Labor Unions LK SAVAGE: Court Conditionally Approves Plan MAISON PREMIER: Appears to Have Closed Permanently Due to COVID-19 MALLINCKRODT PLC: Legal Claims Could Lead to Messy Bankruptcy MCD ENTERPRISES: Hires Rogers Healy as Real Estate Broker MERIDIAN MARINA: Seeks Approval to Hire Real Estate Broker METRONOMIC HOLDINGS: Grand Avenue Remake on Hold Due to Filing MONAKER GROUP: Issues $700K Convertible Promissory Note to HotPlay MOUNT CLEMENS: Seeks Approval to Hire Bankruptcy Counsel NABORS INDUSTRIES: Units Sign 4th Amendment to 2018 Credit Pact NEW LOOK: Seeks U.S. Recognition of UK Proceedings NICHOLS EXECUTIVE: Seeks Approval to Hire Real Estate Broker NINE WEST: Former Execs & Shareholders Ask Court to End Ch. 11 Suit NORPAC FOODS: Former Farmers Could Be Paid From Settlement NORTHSTAR HEALTHCARE: Hires Assure Professional as Accountant ONEWEB GLOBAL: Rescue Plan Sent to Creditors for Voting PERMIAN HOLDCO: Committee Retains PwC as Financial Advisor PG&E CORP: Court Questions FERC Power Deal Orders PROTEUS DIGITAL: Novartis & Other Investors Try to Delay Co's Sale QUARTER HOMES: Seeks Approval to Tap Mark Harnden as Tax Accountant RAHMANIA PROPERTIES: Unsecureds to be Paid in Full over 4 Years REGIONAL HEALTH: Names Ben Waites as Chief Financial Officer REGUS CORP: Court OKs $17.5M Loan for Office Units' Leases REMINGTON OUTDOOR: Fate of Madison Operations Unclear REMINGTON OUTDOOR: Has $159.2M in Offers From Multiple Buyers REMINGTON OUTDOOR: Rival Sierra Bullets Buys Barnes for $30.5M RENT-RITE SUPERKEGS: Court Upholds the Bank Loan Interest Validity REVLON INC: Citigroup Asks Lenders to Return Mistaken $900M Payment RQW - REAL ESTATE: Plan of Reorganization Confirmed by Judge RYMAN HOSPITALITY: Fitch Affirms B+ LongTerm IDR, Outlook Negative SAEXPLORATION HOLDINGS: Seeks to Hire Porter Hedges as Counsel SFP FRANCHISE CORP: Court Approves Chapter 11 Liquidation Plan SFP FRANCHISE: Joint Liquidating Plan Confirmed by Judge SHAKER RD: Seeks to Hire O'Connell & Plumb as Special Counsel SNL WILLIAMSON: Hires Case & DiGiamberardino as Counsel STAGE STORES: Court Approves Its Liquidation in Chapter 11 THOMAS HEALTH: Emerges from Ch. 11 Bankruptcy TOWN SPORTS: Works on Deal to Sell Company After Ch. 11 Filing TRC FARMS: CNH Industrial Objects to Disclosure & Plan TRUVI COMMERCE: To Pay Creditors from Commerce7 Agreement Proceeds UFC HOLDINGS: S&P Affirms 'B' ICR on Mostly Intact 2020 Events US-CHINA PROFESSIONAL: Unsecured Creditors to Get 100% Distribution VALET PARENT: S&P Withdraws 'B' Issuer Credit Rating VIDANGEL INC: Wants 9th Circuit to Erase Its $62M IP Win WEST CAMPUS HOUSING: S&P Cuts 2015A Revenue Bond Rating to 'BB-' WESTERN HOST: Municipio de San Juan Objects to Disclosures and Plan WESTSIDE LIQUIDATORS: Combined Plan & Disclosure Confirmed by Judge WESTWIND MANOR: Lakota Golf Club Acquired by Romero Group WHITE BIRCH: Oct. 7 Hearing on Chapter 11 Plan WHITING PETROLEUM: CEO Holly Exits Just Months After $6.4M Bonus WHITING PETROLEUM: Successfully Completes Chapter 11 Restructuring WILLCO X DEVELOPMENT: Case Summary & 20 Top Unsecured Creditors WILLEX HOLDINGS: Sept. 30 Hearing on Disclosure Statement XEROX CORP: Fitch Affirms 'BB' LongTerm IDR, Outlook Negative YOAKUM INDEPENDENT: Fitch Maintains 'BB' LT Issuer Default Rating [*] 40% Rise of Corporate Bankruptcies in New York Region [*] 6 Businesses on Bankruptcy Watch in 2020 Due to Pandemic [*] Bankruptcy Considerations for Shipping Lenders [*] Coal Act Payments Not Discharged in Bankruptcy [*] Largest Publicly Traded Restaurants Most Likely to Default [*] Louisiana's Low Bankruptcy Filing Not Expected to Last [*] New Small Business Bankruptcy Rules Out for Public Comment ********* 1130 ORCHARD: Plan and Disclosures Due Oct. 23 ---------------------------------------------- Judge Carl L. Bucki has ordered that the time fixed in 11 U.S.C. Section 1121(e)(2) by which the 1130 Orchard Park Road, Inc. must file a plan and disclosure statement (if any), is further extended to October 23, 2020. About 1130 Orchard Park Road, Inc. 1130 Orchard Park Road, Inc., sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 19-11006) on May 17, 2019. Arthur G. Baumeister, Jr., Esq., at BAUMEISTER DENZ LLP, is the Debtor's counsel. 1420 HOWE: Seeks Approval to Hire James L. Brunello as Counsel -------------------------------------------------------------- 1420 Howe Business Center Rehabilitation LP seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to employ James L. Brunello Law Office as bankruptcy counsel. The firm will render these legal services to the Debtor: (a) advise the Debtor with respect to the powers and duties as debtor-in-possession in the continued operation of the business and management of the Debtor's property; (b) although not anticipated, take necessary actions to avoid any liens against the Debtor's property, if needed; (c) assist, advise, and represent the Debtor in consultation with creditors regarding the administration of the case; (d) advise and take any action to stay foreclosure proceedings against any of the Debtor's property; (e) prepare on behalf of the Debtor as debtor-in-possession necessary applications, answer, orders, reports and other legal papers; (f) prepare on behalf of the Debtor as debtor-in-possession a disclosure statement and confirm the plan of reorganization; (g) assist, advise and represent the Debtor in any manner relevant to a review of any contractual obligations, and asset collection and dispositions; (h) prepare documents relating to the disposition of assets; (i) advise the Debtor on finance and finance-related matters and transactions and matters relating to the sale of the Debtor's assets; (j) assist, advise and represent the Debtor in any issue associated with the acts, conduct, assets, liabilities and financial condition of the Debtor, and any other matters relevant to this case or to the formulation of plan(s) of reorganization; (k) provide other necessary advice and services as the Debtor may require in connection with the case; (l) prepare status conference statements, and appear at all court hearings as necessary; and (m) obtain the necessary approval from the Court for Approval of Disclosure Statement and solicit ballots as necessary for plan confirmation. The firm has not received a retainer for this representation. The attorneys at the firm shall be billed at the following hourly rates: James L. Brunello $300 Karen Pine $200 The firm will seek reimbursement for its reasonable out-of-pocket expenses incurred in connection with this engagement. James L. Brunello and Karen Pine disclosed in court filings that the firm and its members are "disinterested persons" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: James L. Brunello, Esq. JAMES L. BRUNELLO LAW OFFICE P.O. Box 4155 El Dorado Hills, CA 95762 Telephone: (916) 358-8585 Facsimile: (916) 358-8588 About 1420 Howe Business Center Rehabilitation 1420 Howe Business Center Rehabilitation LP filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 20-23543) on July 20, 2020. At the time of the filing, Debtor had estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. Judge Fredrick E. Clement oversees the case. James L. Brunello, Esq., serves as Debtor's counsel. 450 S. WESTERN: Seeks to Use Cash Collateral Thru Dec. 27 --------------------------------------------------------- 450 S. Western, LLC asks the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, for entry of a further order approving its cash collateral use pursuant to a budget through December 27 on the same terms and conditions as have been previously approved through October 3. The Debtor requires use of cash collateral to pay the costs and expenses associated with operating its business for the next 90 days through December 27. As the Court knows well, the Debtor has been actively marketing its principal real property assets and continues to be optimistic that a sale will be the best way to maximize value for creditors. As of Petition Date, the Debtor's CRO is negotiating with a proposed buyer to see whether a purchase and sale agreement can be signed. In accordance with the Debtor's stipulation with the Official Committee of General Unsecured Creditors, the Debtor would expect to file a sale motion on or before September 23 with a sale and auction on the week of October 15. As set forth more fully in the Budget, the primary expenses going forward relate to paying wages, insurance, taxes and license fees, utilities, maintenance, Office of the United States Trustee quarterly fees, and other necessary expenses to continue operation of the Debtor's shopping center. The Debtor says the entity with an interest in the cash collateral are G450 LLC; Pontis Capital, LLC; Five West Capital, LP; and Evergreen Capital Asset LP. Additionally, New Creation Engineering and Builders, Inc.; One Stop Financial Consulting, Inc.; the Los Angeles County Treasurer and Tax Collector; and Philmont Management Inc. have asserted secured claims. However the Debtor disputes many of these claims (either as to validity of the lien and/or amount) and claims are junior to the first three lien holders in any case. For and solely to the extent of any diminution in the value of the cash collateral, the Debtor proposes that secured creditors will receive replacement liens in assets of the same kind, type and nature as the collateral in which the secured creditors held a lien, that is acquired after the petition date, and the proceeds thereof, to the same extent, validity, and priority as any lien held by the secured creditor in such funds and/or accounts receivables as of the petition date, though all rights of the Debtor to challenge the extent, validity, and priority of any asserted lien or liens is reserved. Additionally, the new Budget calls for a total of $100,000 for the month of October 2020 to be paid to G450 LLC, Pontis Capital and Five West Capital, and applied pursuant to a stipulation and order. The Budget does not provide for adequate protection payments thereafter as the Debtor expects that if a sale of the Property is feasible, it will close by October 31. A copy of the motion is available at https://bit.ly/2S75daF from PacerMonitor.com. About 450 S. Western, LLC 450 S. Western, LLC, is the owner and operator of a three-story, 80,316 sq. ft. shopping center -- commonly known as California Marketplace -- located at the intersection of South Western Avenue and 5th Street in the heart of Koreatown. The shopping center has been a staple in the Los Angeles Korean community and is home to 28 thriving and popular stores, restaurants, and retail shops. 450 S. Western sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-10264) on Jan. 10, 2020. At the time of the filing, the Debtor disclosed assets of between $50 million and $100 million and liabilities of the same range. The Debtor is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Judge Ernest M. Robles oversees the case. The Debtor has tapped Arent Fox, LLP as legal counsel; the Law Offices of Daniel M. Shapiro, as special litigation counsel; and Wilshire Partners of CA, LLC as financial advisor. The Office of the U.S. Trustee appointed an official committee of unsecured creditors in the Debtor's case on Feb. 4, 2020. The committee is represented by Lewis Brisbois Bisgaard & Smith, LLP. ABC PM 652: Fifth Amended Plan of Reorganization Confirmed by Judge ------------------------------------------------------------------- Judge Barry Russell has entered an order approving Fifth Amended Disclosure Statement and confirming Fifth Amended Plan of Reorganization of Debtor ABC PM 652 S Sunset LLC. The Plan complies with the applicable provisions of Title 11 and Chapter 11. There were no objections filed to the Plan by any party or creditor referenced in the Chapter 11 Plan. The Plan has been proposed in good faith and not by any means forbidden by law. The requirements for confirmation of 11 U.S.C. 1129(a) have been fully satisfied. The Plan does not discriminate unfairly and is fair and equitable to each impaired class pursuant to 11 U.S.C. 1129(b). Class 2, a general unsecured Class which filed no ballot for the Plan, is being treated equally with Class 3 which constitutes a separate general unsecured Class. Each Class is receiving a 5% return, 0% interest, payable over 60 months. A full-text copy of the order dated August 11, 2020, is available at https://tinyurl.com/y559pvra from PacerMonitor.com at no charge. Attorney for the Debtor: John H. Bauer, Esq. Financial Relief Legal Advocates, Inc. 56925 Yucca Trail, #512 Yucca Valley, CA 92284 Telephone (714) 319-3446 About ABC PM 652 S Sunset ABC PM 652 S Sunset LLC is a privately held company that provides property management services. ABC PM 652 S Sunset, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-16004) on May 22, 2019. In the petition signed by Juana M. Roman, managing member, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Barry Russell oversees the case. John H. Bauer, Esq., at Financial Relief Legal Advocates, Inc., is the Debtor's bankruptcy counsel. AGF MACHINERY: Hires Saltmarsh Cleaveland as Financial Advisor -------------------------------------------------------------- AGF Machinery, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Alabama to employ Saltmarsh, Cleaveland & Gund as financial advisor. The firm will render these services: (a) Provide consulting services pertaining to the use of QuickBooks accounting software for recording accounting transactions of the Debtor; (b) Assist management with the reporting requirements in the bankruptcy case; (c) Advise and assist management with respect to establishing prospective financial budgets for ongoing operations; and (d) Perform other work as may be requested by management. The firm's hourly rates range from $110 to $405 per hour for services relating to the bankruptcy case. Additionally, the firm was paid a pre-bankruptcy retainer of $60,000. Charles Landers, a certified public accountant at Saltmarsh, disclosed in court filings that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Charles E. (Chuck) Landers, CPA Saltmarsh, Cleaveland & Gund 900 North 12th Avenue Pensacola, FL 32501 Telephone: (850) 435-8300 Facsimile: (850) 435-8352 About AGF Machinery AGF Machinery, LLC is engaged in selling and renting construction equipment, aerial work platforms & heavy duty equipment. The company offers a full line of construction equipment in its sales and rental inventories from Wacker Neuson, ASV, Skyjack, Toro, and Husqvarna. Visit https://agfmachinery.com for more information. AGF Machinery filed a Chapter 11 petition (Bankr. M.D. Ala. Case No. 20-11029) on August 12, 2020. The petition was signed by Jeffrey Lee Washington, member. At the time of the filing, Debtor disclosed $10 million to $50 million in both assets and liabilities. Judge William R. Sawyer oversees the case. Debtor has tapped Stichter, Riedel, Blain & Postler, P.A. as its bankruptcy counsel and Saltmarsh, Cleaveland & Gund as its financial advisor. AGF MACHINERY: Seeks to Hire Stichter Riedel as Legal Counsel ------------------------------------------------------------- AGF Machinery, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Alabama to employ Stichter, Riedel, Blain & Postler, P.A. as its legal counsel. The firm will render the following services: (a) advise Debtor of its powers and duties; (b) prepare legal papers; (c) appear before the court and the bankruptcy administrator; (d) assist with and participate in negotiations with creditors and other parties-in-interest in preparing a Chapter 11 plan and taking necessary legal steps to confirm the plan; (e) represent Debtor in adversary proceedings, contested matters, and matters involving the administration of its bankruptcy case; and (f) perform all other necessary legal services. The firm's hourly rates are as follows: Partners $350 - $500 Associates $210 - $375 Paralegals $150 - $200 In addition, the firm will be reimbursed for the actual and necessary expenses incurred in connection with this representation. Edward Peterson, Esq., at Stichter Riedel, disclosed in court filings that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Edward J. Peterson, Esq. Stichter, Riedel, Blain & Postler, P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602 Telephone: (813) 229-0144 Email: epeterson@srbp.com About AGF Machinery AGF Machinery, LLC is engaged in selling and renting construction equipment, aerial work platforms & heavy duty equipment. The company offers a full line of construction equipment in its sales and rental inventories from Wacker Neuson, ASV, Skyjack, Toro, and Husqvarna. Visit https://agfmachinery.com for more information. AGF Machinery filed a Chapter 11 petition (Bankr. M.D. Ala. Case No. 20-11029) on August 12, 2020. The petition was signed by Jeffrey Lee Washington, member. At the time of the filing, Debtor disclosed $10 million to $50 million in both assets and liabilities. Judge William R. Sawyer oversees the case. Debtor has tapped Stichter, Riedel, Blain & Postler, P.A. as its bankruptcy counsel and Saltmarsh, Cleaveland & Gund as its financial advisor. AHEAD DB: Moody's Assigns B2 CFR, Outlook Stable ------------------------------------------------ Moody's Investors Service assigned a B2 Corporate Family Rating (CFR) and a B2-PD Probability of Default Rating to AHEAD DB Holdings, LLC (AHEAD). As part of the rating actions, Moody's assigned a B1 rating to the company's proposed first lien senior secured revolver and senior secured term loan. Moody's also assigned a Caa1 rating to AHEAD's proposed second lien term loan. The outlook is stable. Proceeds from the new first lien and second lien term loans, along with $616 million in contributed and rolled over equity, will fund the $1.5 billion acquisition of AHEAD (includes RoundTower Technologies, LLC and Kovarus, Inc.) by Centerbridge Partners and Berkshire Partners. The following ratings were assigned: Assignments: Issuer: AHEAD DB Holdings, LLC Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD New $115 million, Gtd senior secured first lien Revolver (undrawn), Assigned B1 (LGD3) New $785 million, Gtd senior secured first lien Term Loan, Assigned B1 (LGD3) New $235 million, Gtd senior secured second lien Term Loan, Assigned Caa1 (LGD5) Outlook Actions: Issuer: AHEAD DB Holdings, LLC Outlook, Assigned Stable The assigned ratings are subject to review of final documentation and no material change in the terms and conditions of the transaction as advised to Moody's. RATINGS RATIONALE The B2 CFR reflects AHEAD's small scale compared to competing IT value-added resellers and managed services firms as well as the challenges of evolving requirements of IT deployments for enterprises including the ongoing transition to cloud platforms. The proposed acquisition results in debt to EBITDA of 6x at closing (Moody's adjusted, with partial credit for planned cost synergies). Moody's expects credit metrics, including adjusted leverage and free cash flow, will improve over the next year primarily as revenue and EBITDA grow. Although revenues for AHEAD will increase by over 50% due to the acquisitions of RoundTower, plus west coast-based Kovarus, resulting in greater scale and geographic expansion, AHEAD will continue to have high vendor concentration given more than 50% of the company's product revenues will be represented by Dell EMC products. In addition, there is some sector concentration risk given roughly 50% of revenues will be derived from financial services and healthcare verticals. Ratings are supported by AHEAD's position as an important U.S. channel partner for Dell EMC and other suppliers resulting in favorable vendor terms. In addition, more than 50% of AHEAD's revenues are generated from Fortune 1000 clients or their subsidiaries which has supported consistent topline growth, and Moody's expects continued revenue gains over the next year, albeit in the low single digit percentage range. Moody's base case projections incorporate only partial credit for planned cost synergies, although the company has a good track record for realizing targeted cost synergies tied to acquired business. Moody's expects AHEAD will maintain good liquidity over the next year, despite being a full taxpayer, supported by adjusted free cash flow to debt in the mid to high single digit percentage range and the proposed $115 million revolver (undrawn at closing). Good free cash flow reflects the low level of reported annual capital expenditures (less than 1% of revenue) and modest working capital needs which is supported by favorable vendor terms. Ratings for AHEAD's debt instruments reflect the B2-PD overall probability of default and an average family recovery in a default scenario. The B1 rating assigned to the first lien debt instruments is one notch above the CFR reflecting their position ahead of the second lien term loan. The Caa1 rating assigned to the second lien term loan is two notches below the CFR reflecting its position behind the first lien debt instruments. Governance risks are a key consideration given that financial sponsors, including Centerbridge Partners and Berkshire Partners, look to enhance equity returns through distributions or debt financed acquisitions. Accordingly, Moody's views AHEAD's financial policy to be somewhat aggressive given the private-equity ownership, and the potential for debt financed distributions or acquisitions to enhance equity returns. Lack of public financial disclosure and the absence of board independence are also incorporated in the B2 CFR. The rapid spread of the coronavirus outbreak, deteriorating global economic outlook, low oil prices, and high asset price volatility have created an unprecedented credit shock across a range of sectors and regions. Moody's regards the coronavirus outbreak as a social risk under Moody's ESG framework, due to the substantial implications for public health and safety. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that AHEAD will continue to grow its revenue base while maintaining adjusted EBITDA margins at more than 8% and the company will achieve most of planned acquisition synergies in the first year following transaction closing. Moody's also expects that AHEAD will maintain its position in the southeast and midwestern regions of the US as a leading provider of technology-based solutions serving Fortune 1000 companies in the data center and cloud as well as a high-value sales channel partner for OEMs. Moody's expects credit metrics, including adjusted leverage and free cash flow, will improve primarily as revenue and EBITDA grow. Absent additional acquisitions, Moody's expects excess cash will be used reduce debt balances. Ratings could be upgraded if AHEAD continues to grow its top line, expand its geographic reach, and improve its credit metrics resulting in adjusted debt to EBITDA being sustained below 4 times with adjusted free cash flow to debt above 12%. Ratings could be downgraded if a decline in revenue or cash flow lead to adjusted debt to EBITDA being sustained above 6x or reduced EBITDA margins. There would be downward pressure on ratings if liquidity were to weaken resulting in adjusted free cash flow to debt below 5% or reduced revolver availability. A deteriorating relationship with key suppliers, including Dell EMC, could also place downward pressure on ratings. As proposed, the new first term loan is expected to provide covenant flexibility for transactions that could adversely affect creditors including incremental facility capacity equal to (i) the greater of $165 million and (ii) 100% of Consolidated EBITDA, plus additional pari passu credit facilities so long as the first lien net leverage ratio does not exceed 4.25x. Additional debt is permitted for incremental facilities that are secured on a junior lien basis (subject to a 5.5x senior secured leverage ratio limit and 2.0x interest coverage) or are unsecured (subject to a 6.0x total leverage ratio limit and 2.0x interest coverage). Proposed terms related to the release of subsidiary guarantees and collateral leakage through transfers to unrestricted subsidiaries have not been disclosed. Summary term sheet indicates a 100% net asset sale prepayment requirement stepping down to 50% when the first lien leverage ratio is 3.75x, and then 25% when ratio is 3.25x, subject to an 18-month retroactive and forward-looking reinvestment window. AHEAD DB Holdings, LLC, headquartered in Chicago, IL, is a domestic provider of technology-based solutions serving Fortune 1000 companies in the data center and cloud as well as a high-value sales channel partner for OEMs. Upon closing, the company will be owned by Centerbridge Partners and Berkshire Partners (roughly 75%) and management (25%) with estimated gross revenues approaching $1.9 billion over the next year, pro forma for proposed acquisitions. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. ALDER AQUA: NaturalShrimp Buys Its VeroBlue Assets for $10M ----------------------------------------------------------- Steve Bittenbender of Seafoods Source reports that La Coste, Texas-based aquaculture company NaturalShrimp, Inc. announced August 11, 2020, that it has entered into a letter of intent to buy Alder Aqua, Ltd., an Iowa-based aquaculture company that produced barramundi under the VeroBlue brand. NaturalShrimp will pay $10 million for Alder Aqua's assets, which include tanks, rolling stock, inventory, permits, customer lists, and contracts. Alder Aqua's facilities located in Blairsburg, Iowa, and Buckeye, Iowa, are involved in the deal. The transaction will consist of a US$5 million down payment and notes due in three and four years. The acquisition is the second NaturalShrimp has announced in less than two weeks. On 29 July, the company announced a letter of intent to buy the assets of F&T Water Solutions LLC. That purchase price is also $10 million, although that will be paid with $3 million in cash and the remainder in stock. F&T is a Florida-based company that provides electrocoagulation technology for wastewater treatment. In a statement, NaturalShrimp Chief Technology Officer Tom Untermeyer said Alder Aqua's 240 10,000-gallon tanks that were used to raise barramundi will be converted to raise shrimp using the electrocoagulation technology. NaturalShrimp also has patents for a recirculating aquaculture system the company has developed over the years to produce restaurant-grade shrimp. While the company has a production facility outside of San Antonio, which it is rebuilding after a fire earlier this year, the company has also had plans to develop facilities elsewhere to sell fresh shrimp to other parts of the country. Alder Aqua, formerly known as VeroBlue Farms, filed for Chapter 11 bankruptcy protection in November 2018. That came after the company sued fives of its former executives for mismanagement. The civil suit was terminated in May, a month after the bankruptcy court issued a final decree on its case. "The NaturalShrimp team has been working with employees and consultants of VeroBlue Farms since the second quarter of 2018," NaturalShrimp CEO Gerald Easterling said in a statement. "Although the facility was originally designed for barramundi, it complements our RAS technology for shrimp, making our company poised for expansion in the future. We have been thoroughly impressed with the modern facilities and the state-of-the-art equipment deployed there. We are very excited to meld our equipment to make this the preeminent RAS facility in the United States." About Veroblue Farms USA Headquartered in Webster City, Iowa, VeroBlue Farms USA, Inc. -- http://verobluefarms.com/-- operates a fish farm specializing in Barramundi, a freshwater fish found in the Indo-Pacific waters of Australia. It created an innovative aquaculture system that utilizes the natural elements of air, water and care. VeroBlue Farms USA, Inc., VBF Operations Inc., VBF Transport Inc., VBF IP Inc., and Iowa's First Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Iowa Lead Case No. 18-01297) on Sept. 21, 2018. In the petitions signed by Norman McCowan, president, VeroBlue estimated assets of less than $50,000 and liabilities of $50 million to $100 million. The Debtors tapped Elderkin & Pirnie, PLC and Ag & Business Legal Strategies, P.C. as their legal counsel; and Alex Moglia and his firm Moglia Advisors as chief restructuring officer. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Oct. 24, 2018. The Committee retained Goldstein & McClintock LLLP as its counsel. * * * The Debtor won confirmation of its Chapter 11 Plan in April 2019. ALLIANCE BREW: Taps Wadsworth Garber as Legal Counsel ----------------------------------------------------- Alliance Brew Gear, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Wyoming to employ Wadsworth Garber Warner Conrardy, P.C. as bankruptcy counsel. The firm will render these legal services to the Debtor: (a) provide the Debtor with legal advice with respect to their powers and duties; (b) aid the Debtor in the development of a plan of reorganization under Chapter 11; (c) file the necessary petitions, pleadings, reports, and actions which may be required under Chapter 11; (d) take necessary actions to enjoin and stay until final decree herein continuation of pending proceedings and to enjoin and stay until final decree herein commencement of lien foreclosure proceedings and all matters as may be provided under 11 U.S.C. Sec. 362; and (e) perform all other legal services for the Debtor which may be necessary herein. The firm was paid a retainer by the Debtor in the amount of $15,226.50. The Debtor paid pre-petition fees and costs, including the filing fee, in the amount of $6,266.50. The hourly billing rates of the firm's attorneys and paraprofessionals are as follows: David V. Wadsworth $435 Aaron A. Garber $425 David J. Warner $325 Aaron J. Conrardy $300 Lindsay Riley $235 Karen Lusis $235 Paralegals $115 Wadsworth Garber Warner Conrardy, P.C. has no connection or relationship with creditors and is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached at: Wadsworth Garber Warner Conrardy, P.C. 2580 West Main Street, Suite 200 Littleton, CO 80120 Telephone: (303) 296-1999 Facsimile: (303) 296-7600 About Alliance Brew Gear Alliance Brew Gear Inc., a manufacturer of household appliances based in Cheyenne, Wyoming, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No. 20-20477) on September 10, 2020. The petition was signed by Charles Gross, president. At the time of the filing, the Debtor disclosed total assets of $853,369 and total liabilities of $10,332,245. Judge Cathleen D. Parker oversees the case. The Debtor tapped Mark E. Macy, Esq., at Macy Law Office and Wadsworth Garber Warner Conrardy, P.C. as its counsel. ALLIED FINANCIAL: October 7 Disclosure Statement Hearing Set ------------------------------------------------------------ Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the District of Puerto has entered an order within which the hearing on approval of the disclosure statement filed by debtor Allied Financial, Inc., is scheduled for Oct. 7, 2020, at 9:00 a.m. Objections to the form and content of the disclosure statement should be in writing and filed with the court and served upon parties in interest at their address of record not less than 14 days prior to the hearing. A full-text copy of the order dated August 11, 2020, is available at https://tinyurl.com/y3t5so4j from PacerMonitor at no charge. About Allied Financial Allied Financial, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-00180) on Jan. 15, 2016. At the time of the filing, the Debtor disclosed total assets of $10.3 million and total debt of $9.14 million. Judge Mildred Caban Flores oversees the case. C. Conde & Assoc. is the Debtor's legal counsel. ALPHA ENTERTAINMENT: Fox Interested in TV Deal With New Owners -------------------------------------------------------------- Stephan Rachuk of XFL News reports both Fox and ABC/ESPN aired the XFL this year before COVID-19 forced the league to suspend their season just five games in and forced them to file Chapter 11 bankruptcy in mid-April 2020. Now that the XFL has new leaders, may had wondered if either of the previous broadcast partners would be interested. According to Front Office Sports, FOX is still interested in working with the XFL under its new ownership. "Is Fox interested? Sure they're always interested in (football)," said Patrick Crakes, the ex-Fox Sports executive turned media consultant. "But it won't be the same kind of deal the Vince McMahon-backed XFL got." "The XFL has been a valued partner for Fox Sports, and we look forward to working with the league office and its teams again once they return," the network said earlier this year. Once the news was announced on social media that the league had been purchased by Dany Garcia, Dwayne 'The Rock' Johnson and RedBird Capital, the XFL on FOX Twitter account resurfaced to join in the excitement. About Alpha Entertainment Alpha Entertainment LLC, which does business as the "Xtreme Football League" -- https://www.alphaentllc.com/ -- is a professional American football league. The XFL kicked off with games beginning in February 2020. The XFL offered fast-paced, three-hour games with fewer play stoppages and simpler rules. The XFL featured eight teams, 46-man active rosters, and a 10-week regular season schedule, with a postseason consisting of two semifinal playoff games and a championship game. The eight XFL teams were the DC Defenders, the Dallas Renegades, the Houston Roughnecks, the Los Angeles Wildcats, the New York Guardians, the St. Louis BattleHawks, the Seattle Dragons, and the Tampa Bay Vipers. Alpha Entertainment LLC, based in Stamford, CT, filed a Chapter 11 petition (Bankr. D. Del. Case No. 20-10940) on April 13, 2020. The Hon. Laurie Selber Silverstein presides over the case. In its petition, the Debtor was estimated to have $10 million to $50 million in both assets and liabilities. The petition was signed by John Brecker, independent manager. The Debtor hired Young Conaway Stargatt & Taylor, LLP, as counsel; and Donlin Recano & Company, Inc., as claims agent and administrative advisor. AMERICAN CENTER: Fourth Modified Plan Confirmed by Judge -------------------------------------------------------- Judge Christine M. Gravelle has entered an order confirming the Fourth Modified Plan of Reorganization of the American Center for Civil Justice, Inc. The Debtor, as proponent of the Plan, has satisfied its burden of proving, by a preponderance of evidence, the elements of 11 U.S.C. Section 1129(a) and (b) as applicable. The Court has found that Debtor has satisfied its burden of proving that terms of the Plan which enjoin certain third parties from pursuing claims, and release claims against Eliezer Perr, Neal Sher and the American Center for Civil Justice, Religious Liberty & Tolerance, Inc. ("RLT") (collectively, the "Non-Debtor Parties") are fair and equitable, necessary to the reorganization, and supported by reasonable consideration. A full-text copy of the Order and Fourth Modified Plan of Reorganization dated August 11, 2020, is available at https://tinyurl.com/y5uot5a9 from PacerMonitor at no charge. The Debtor is represented by: Timothy P. Neumann, Esq. BROEGE, NEUMANN, FISCHER & SHAVER, LLC 25 Abe Voorhees Drive Manasquan, New Jersey 08736 Tel: (732) 223-8484 E-mail: Timothy.neumann25@gmail.com About American Center for Civil Justice American Center for Civil Justice, Inc., is a tax-exempt organization that provides legal services. The organization defends human and civil rights by advocating and aiding lawsuits by victims of oppression, acts of violence and other injustices. American Center for Civil Justice filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 18-15691) on March 23, 2018. In the petition signed by Elie Perr, president, the company was estimated to have $10 million to $50 million in assets and liabilities. The Honorable Christine M. Gravelle oversees the case. Timothy P. Neumann, Esq., of Broege, Neumann, Fischer & Shaver LLC, is the Debtors' counsel. ARANDELL HOLDINGS: Printing Company Blames Pandemic for Filing -------------------------------------------------------------- Arandell Holdings, Inc., along with all its subsidiaries, has voluntarily filed for business reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. The Company's decision is being driven in large part by industry changes resulting from the COVID-19pandemic and follows a comprehensive evaluation of opportunities to reduce its debt and better position Arandell to compete and deliver exceptional products and services to its clients. Arandell said it has sufficient liquidity to continue operating its business and remains committed to serving its clients with the same high standards of quality and reliability they expect from Arandell. "Given fundamental changes in the industry resulting from COVID-19 and other factors, Company management is taking proactive and aggressive steps to improve the organization’s overall business framework, while continuing to pursue new business opportunities," said Brad Hoffman, Arandell’s Chairman, President and Chief Executive Officer. Specifically, Arandell has been impacted by store closings and supply chain disruptions resulting from the COVID-19 pandemic in addition to the growing e-commerce marketplace and its impact on retailers. As a result, the company is consolidating its operations by closing its Walton, KY plant, and continues to identify new business opportunities, recently winning several new contracts. "We're continuing business operations as usual. Customers will receive the same level of high-quality products and services they are accustomed to," Hoffman said. "Our leadership team is continuing to evaluate the best path to creating a more sustainable capital structure for Arandell." Arandell is engaged in constructive discussions regarding strategic alternatives and the terms of a potential financial restructuring plan. Arandell has received commitments for $31.5 million in debtor-in-possession ("DIP") financing from certain of its revolving lenders along with an accounts receivable factorsubject to the satisfaction of certain closing conditions. Following court approval, this financing, combined with cash on hand and generated through its ongoing operations, is expected to be sufficient to support the Company's operational and restructuring needs. "As one of the country's largest and most experienced printers with an efficient mailing distribution network, we have a strong foundation and world-class team that will continue to work closely with our clients and vendors to achieve our mutual success," Hoffman said. Arandell, like all businesses, continues to make adjustments related to COVID-19, taking necessary steps to fortify operations and effectively execute the company’s critical role during this time while ensuring the health and safety of employees and visitors remains a top priority. "The support we are receiving from our lenders through this process will help us to manage through these unprecedented near-term challenges as well as position Arandell for the future," Hoffman said. "On behalf of the entire Arandell organization, I would like to thank all of our employees for their unwavering dedication to our mission and to operating safely." 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. ARENA ENERGY: Hires Susman Godfrey as Special Counsel ----------------------------------------------------- Arena Energy, LP, and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Susman Godfrey L.L.P., as special counsel to the Debtors. On August 21, 2020, Arena retained Susman to represent it in connection with certain claims against W&T Offshore, Inc. ("W&T") and/or 31 Group, LLC (the "W&T Litigation"). Arena Energy requires Susman Godfrey to represent the Debtors in the W&T Litigation. Susman Godfrey will be paid at these hourly rates: Partners $600 to $1,900 Of Counsels $325 to $575 Associates $425 to $600 Paraprofessionals $70 to $275 Susman Godfrey 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: Susman was retained in December 2018 by Debtors Arena Energy, LP, Arena Energy GP, LLC and Arena Exploration, LLC, and by non-debtors Arena Energy Holdings, LP, Arena Offshore LP, Arena Offshore GP, LLC, Arena Offshore II, LP and Arena Offshore III, LP in In the Matter of the Marriage of Todd Lewis Stone and Jennifer Anne Stone and Jennifer A. Stone, Trustee of the JAS Investment Trust, Intervenor v. Todd L. Stone, et al., in the 410th District Court of Montgomery County, Texas and in Arena Energy Holdings, LP et al. v. Jennifer A. Stone and Jennifer A. Stone, Trustee of the JAS Investment Trust, AAA Arbitration Case No. 01-19- 0000-2124. Susman billed at its standard 2018 and 2019 billing rates during those years. The material financial terms of its prepetition engagement do not vary materially from the material financial terms in the Engagement Letter. Susman was retained by the Debtors postpetition on August 21, 2020. For December 2018, the Firm's hourly rates for services rendered on behalf of certain Debtors ranged as follows: Partners, $550–$2,000; Of Counsel, $250–$550; Associates, $375–$575; Paraprofessionals, $70–$275. From January 2019 to December 31, 2019, the Firm's hourly rates for services rendered on behalf of the Debtors ranged as follows: Partners, $600–$2,000; Of Counsel, $300–$550; Associates, $425–$575; Paraprofessionals, $70–$275. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Susman Godfrey has not provided the Debtors with a budget. Susman Godfrey will staff the W&T Litigation with the same attorneys who worked on the Debtors' prepetition engagement. Richard W. Hess, partner of Susman Godfrey L.L.P., 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. Susman Godfrey can be reached at: Richard W. Hess, Esq. SUSMAN GODFREY L.L.P. 1000 Louisiana Street, Suite 5100 Houston, TX 77002 Tel: (713) 651-9366 About Arena Energy Arena Energy, LP, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 20-34215) on August 20, 2020. The Debtor hired Jackson Walker LLP, as bankruptcy counsel, and Susman Godfrey L.L.P., as special counsel. ART VAN: Employees Demand Payment from T.H. Lee for Lost Account ---------------------------------------------------------------- Eliza Ronalds-Hannon and Lauren Coleman-Lochner of Bloomberg News reports that workers dismissed by bankrupt Art Van Furniture Inc.are demanding that private equity owner Thomas H. Lee Partners pay back money they contributed to their own flexible spending benefits accounts that was lost in the chain's liquidation. The workers forfeited as much $525 each when they lost access to cash in their flexible savings accounts and health care savings accounts as part of the retailer's liquidation, according to a copy of a letter to T.H. Lee reviewed by Bloomberg News. It's the latest instance of workers pushing for better treatment in retail bankruptcies. About Art Van Furniture Art Van is a brick-and-mortar furniture and mattress retailer headquartered in Warren, Michigan. The Company operates 169 locations, including 92 furniture and mattress showrooms and 77 freestanding mattress and specialty locations. The Company does business under brand names, including Art Van Furniture, Pure Sleep, Scott Shuptrine Interiors, Levin Furniture, Levin Mattress, and Wolf Furniture. The Company was founded in 1959 and was owned by its founder, Art Van Elslander, until it was sold to funds affiliated with Thomas H. Lee Partners, L.P. in March 2017. As part of this transaction, THL acquired the operating assets of the Company and certain real estate investment trusts, who closed the transaction alongside THL, acquired the owned real estate portfolio of the Company, and entered into long-term leases with Art Van. The proceeds from the sale-leaseback transaction were used to fund the purchase price paid to the selling shareholders. Art Van Furniture, LLC, and 12 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10553) on March 8, 2020. Art Van was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Benesch, Friedlander, Coplan & Aronoff LLP as counsel. Kurtzman Carson Consultants LLC is the claims agent. BENEVIS CORP: Committee Hires FTI Consulting as Financial Advisor ----------------------------------------------------------------- The official committee of unsecured creditors of Benevis Corp., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of Texas to retain FTI Consulting, Inc., as its financial advisor. The Committee requires FTI to: -- review financial-related disclosures required by the Court, including the Schedules of Assets and Liabilities, the Statements of Financial Affairs, and Monthly Operating Reports; -- prepare analyses required to assess any proposed Debtor-In-Possession (DIP) financing or use of cash collateral; -- assess and monitor the Debtors' short-term cash flow, liquidity, and operating results; -- review the Debtors' analysis of core business assets and the potential disposition or liquidation of non-core assets; -- review the Debtors' cost/benefit analysis with respect to the affirmation or rejection of various executory contracts and leases; -- review the Debtors' identification of potential cost-savings, including overhead and operating-expense reductions and efficiency improvements; -- review and monitor the asset-sale process, including, but not limited to an assessment of the adequacy of the marketing process and the completeness of any buyer lists as well as a review and quantifications of any bids; -- review any tax issues associated with, but not limited to, claims/stock trading, preservation of net operating losses, refunds due to the Debtors, plans of reorganization, and asset sales; -- review the claims reconciliation and estimation process; -- review other financial information prepared by the Debtors, including, but not limited to, cash-flow projections and budgets, business plans, cash receipts and disbursement analysis, asset and liability analysis, and the economic analysis of proposed transactions for which Court approval is sought; -- attend meetings and assist in discussions with the Debtors, potential investors, banks, other secured lenders, the Committee (as well as any other official committees organized in these Bankruptcy Cases), the U.S. Trustee, other parties-in-interest, and professionals hired by the same, as requested; -- review and/or prepare information and analysis necessary for the confirmation of a plan and related disclosure statement in these Bankruptcy Cases; -- evaluate and analyze avoidance actions, including fraudulent conveyances and preferential transfers; -- help prosecute Committee responses/objections to the Debtors' motions, including by attending depositions and providing expert reports/testimony on case issues as required by the Committee; and -- render such other general business-consulting services and assistance as the Committee or its counsel may deem necessary and that are consistent with the role of a financial advisor and not duplicative of services provided by other professionals in these Bankruptcy Cases. FTI will be paid at hourly rates as follows: Senior Managing Directors $920 - $1,295 Directors/Senior Directors/ Managing Directors $690 - $905 Consultants/Senior Consultants $370 - $660 Administrative/Paraprofessionals/ Summer Consultant $150 - $280 Tensie Axton, senior managing director at FTI, disclosed in court filings that the firm neither holds nor represents any interest adverse to Debtors' bankruptcy estates. The firm can be reached through: Tensie Axton FTI Consulting, Inc. Suite 3500 1301 McKinney Street Houston, TX, 77010 Tel: +1 713 353 5445 Fax: +1 713 353 5459 Email: tensie.axton@fticonsulting.com 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. On August 19, 2020 the Office of the United States Trustee held a meeting to appoint the Committee. At the Formation Meeting, the Committee selected Locke Lord LLP as its counsel, and the Committee selected FTI Consulting, Inc. as its financial advisor. BENEVIS CORP: Committee Hires Locke Lord as Legal Counsel --------------------------------------------------------- The official committee of unsecured creditors of Benevis Corp., and its debtor-affiliates seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to retain Locke Lord LLP as its counsel. The Committee requires Locke Lord to: a. advise the Committee with respect to its rights, powers, and duties in these Bankruptcy Cases; b. participate in in-person and telephonic meetings of the Committee and subcommittees formed thereby; c. assist and advise the Committee in its meetings and negotiations with the Debtors and other parties-in-interest regarding these Bankruptcy Cases; d. 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; e. assist with the Committee's review of the Debtors' Schedules of Assets and Liabilities, Statements of Financial Affairs, and other financial reports prepared by the Debtors; f. assist the Committee in its investigation of the acts, conduct, assets, liabilities, management, and financial condition of the Debtors and of the historic and ongoing operation of their businesses; g. 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, and assumption and rejection of executory contracts and unexpired leases; h. assist the Committee in its analysis of, and negotiations with the Debtors or any third party related to, the formulation, confirmation, and implementation of a chapter 11 plan(s) and all documentation related thereto; i. assist and advise the Committee with respect to communications with the general creditor body regarding significant matters in these cases; j. respond to inquiries from individual creditors as to the status of, and developments in, these Bankruptcy Cases; k. represent the Committee at hearings and other proceedings before the Court and other courts or tribunals, as appropriate; l. review and analyze complaints, motions, applications, orders, and other pleadings filed with the Court, and advise the Committee with respect to formulating positions thereon and filing responses thereto; m. assist the Committee in its review and analysis of, and negotiations with the Debtors and their affiliates related to, intercompany claims and transactions; n. review and analyze third-party analyses or reports prepared in connection with the Debtors' assets, and potential claims and causes of action, advise the Committee with respect to formulating positions thereon, and perform such other diligence and independent analysis as may be requested by the Committee; o. advise the Committee with respect to applicable federal and state regulatory issues, as such issues may arise in these cases; p. assist the Committee in preparing pleadings and applications, and pursuing or participating in adversary proceedings, contested matters, and administrative proceedings as may be necessary or appropriate in furtherance of the Committee's duties; and q. perform such other legal services as may be necessary or as may be requested by the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code. Locke Lord's hourly rates are as follows: Attorney $325 to $1,200 Paraprofessional $200 to $425 In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Locke Lord made the following disclosures: 1. Locke Lord has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement. 2. None of Locke Lord's professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case. 3. Locke Lord has not represented the committee in the 12 months preceding the petition date. Locke Lord is a "disinterested person" within the meaning of Bankruptcy Code Section 101(14), according to court filings. The firm can be reached through: Philip G. Eisenberg, Esq. Locke Lord LLP 600 Travis, Suite 2800 Houston, TX 77002 Tel: 713-226-1200 Fax: 713-223-3717 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. On August 19, 2020 the Office of the United States Trustee held a meeting to appoint the Committee. At the Formation Meeting, the Committee selected Locke Lord LLP as its counsel, and the Committee selected FTI Consulting, Inc. as its financial advisor. BENNINGTON CORPORATION: Hires Webster & Fredrickson as Counsel -------------------------------------------------------------- The Bennington Corporation seeks authority from the U.S. Bankruptcy Court for the District of Columbia to employ Webster & Fredrickson, PLLC, as counsel to the Debtor. Bennington Corporation requires Webster & Fredrickson to: (a) advise the Debtor with respect to its powers and duties as a debtor-in-possession; (b) prepare on behalf of the debtor, the necessary bankruptcy forms, applications, motions, answers, orders and other required legal papers; (c) advise the Debtor in connection with the sale of property; (d) advise and assist the Debtor with the preparation of a plan of reorganization and disclosure statement; (e) obtain confirmation of a plan of reorganization; and (f) perform other legal services which may be required in this matter. Webster & Fredrickson will be paid at the hourly rate of $350. Webster & Fredrickson will be paid a retainer in the amount of $8,217. Webster & Fredrickson will also be reimbursed for reasonable out-of-pocket expenses incurred. Wendell W. Webster, partner of Webster & Fredrickson, 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. Webster & Fredrickson can be reached at: Wendell W. Webster, Esq. Webster & Fredrickson, PLLC 1775 K Street, NW, Suite 290 Washington, D.C. 20006 Tel: (202) 659-8510 E-mail: wwebster@websterfredrickson.com About The Bennington Corporation The Bennington Corp. is primarily engaged in renting and leasing real estate properties. The Bennington Corp. sought Chapter 11 protection (Bankr. D.D.C. Case No. 20-00321) on July 30, 2020. The case is assigned to Martin S. Teel, Jr. In the petition signed by Mehrdad Valibeigi, president, the Debtor was estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Wendell W. Webster, Esq., at Webster & Fredrickson, PLLC, as counsel. BESTWALL LLC: Georgia-Pacific Vows to Put Up $1B Fund ----------------------------------------------------- Alex Wolf of Bloomberg Law reports that Georgia-Pacific LLC has vowed to advance $1 billion to fund an asbestos liability trust for Bestwall LLC, a bankrupt affiliate mired in a dispute with exposure victims over how to resolve their claims. Bestwall urged the U.S. Bankruptcy Court for the Western District of North Carolina to approve the "qualified settlement fund," saying it is intended to resolve concerns over the drywall product make's commitment to establish an adequate asbestos settlement trust. The funds would be overseen by an independent trustee and could only be returned to Georgia-Pacific through a court ruling, the company said. 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. BIKRAM CHOUDHURY: Court Okays Conversion to Chapter 7 Liquidation ----------------------------------------------------------------- Law360 reports that a California bankruptcy judge has granted a request by the Chapter 11 trustee of hot yoga chain Bikram Choudhury Yoga Inc. to convert the case to a Chapter 7 liquidation, saying there is "no reasonable likelihood" the company can reorganize. U.S. Bankruptcy Judge Deborah Saltzman granted the motion Monday, September 27, 2020, close to three years after the yoga chain entered bankruptcy dogged by claims of sexual assault and harassment against founder Bikram Choudhury. The Simi Valley, California-based chain filed for Chapter 11 in November 2017, claiming less than $50,000 in assets and more than $10 million in liabilities. About Bikram Choudhury Indian yoga guru Bikram Choudhury founded Bikram Choudhury Yoga, the studio that popularized doing yoga in sauna heat. Choudhury built a worldwide following with 26 yoga postures, known as Bikram Yoga, in rooms heated to 105 degrees Fahrenheit. Bikram's Yoga College of India, and related entities Bikram Choudhury Yoga Inc., Bikram Inc., Yuz Inc., and Int'l Trading Representative sought Chapter 11 protection (Bankr. C.D. Cal. Lead Case No. 17-12045) on Nov. 9, 2017 after being dogged by $16.7 million in legal judgments. Mr. Choudhury is facing allegations and lawsuits of sexual misconduct by a number of his yoga practitioners, students, instructors and teacher trainees. The yoga guru has denied wrongdoing but has fled the U.S. after a warrant has been issued for his arrest in May. A warrant for his arrest was issued for his arrest after he failed to pay a judgment awarded to Minakshi Jafa-Bodden, his former legal counsel. Bikram's Yoga College of India estimated under $100,000 in assets. Bikram Choudhury Yoga Inc. estimated under $50,000 in assets. Bikram Inc. estimated under $1 million in assets. Yuz Inc. estimated under $100,000 in assets. Int'l Trading Representative listed under $500,000 in assets. The Debtors, other than Int'l Trading, estimated under $50 million in estimated liabilities. Int'l Trading said its liabilities are under $500,000. The Chapter 11 petitions were signed by John A. Bryan, Jr., as CEO. An Oct. 15, 2017 document attached to the petition showed that Mr. Choudhury, general partner, appointed Mr. Bryan as CEO and Chief Restructuring Officer. Mr. Bryan is the CEO of restructuring firm The Watley Group, LLC. The case judge is Hon. Deborah J. Saltzman. Levene, Neale, Bender, Yoo & Brill LLP serves as counsel to the Debtors. The Watley Group is the restructuring advisor. BIZNESS AS USUAL: City of Philadelphia Objects to Disclosure Motion ------------------------------------------------------------------- City of Philadelphia, a secured and priority creditor of Debtor Bizness as Usual Inc., objects to the Motion to Approve First Amended Disclosure Statement. The City states that the combined payments and estimated property values are less than the City’s secured claims. The City points out that there is no Chapter 7 liquidation analysis, financial projections unsupported by current performance, no detail regarding the basis for the valuation of the Debtor’s assets, no provision explaining to creditors the risks inherent in the Amended Plan, no explanation of why the Debtor believes it can completely eliminate the claims of Dalin after Dalin has been granted relief from the automatic stay and no information regarding marketing efforts for the sale of properties that will fund the Amended Plan. The City claims that the Debtor proposes to make Plan payments to the City, but there are no consequences for failure to make such payments which is contrary to the law. The City asserts that the Debtor's ability to generate income from property sales is speculative. A chapter 11 plan that is dependent upon the sale of an asset generally requires some evidence of a bona fide offer or earnest marketing efforts to establish feasibility. The City further asserts that the success of the Amended Plan is also dependent upon the Debtor succeeding, through litigation, in completely eliminating the claim of Dalin Funding, which has been granted relief from the automatic stay. A full-text copy of the City of Philadelphia's objection to amended disclosure statement dated August 11, 2020, is available at https://tinyurl.com/y34fzn2f from PacerMonitor at no charge. 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. BIZNESS AS USUAL: U.S. Trustee Objects to Amended Disclosure ------------------------------------------------------------ The United States Trustee for Region 3 objects to the approval of First Amended Disclosure Statement of Debtor Bizness as Usual Inc. 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 the class of general unsecured creditors is not entitled to vote on their treatment under the Amended Plan. The U.S. Trustee points out that although the Debtor does state that it has entered into several listing agreements for the sale of some of his properties, it should disclose that these agreements will expire in two months and what it intends to do upon the expiration of these agreements if the properties have not sold. The U.S. Trustee asserts 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 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/y3dcu27d from PacerMonitor at no charge. 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. BLACKJEWEL LLC: ESM Still Has to Secure Federal Leases ------------------------------------------------------ Greg Johnson Gillette of Wyoming News Exchange reports that almost a year after buying and reopening the Eagle Butte and Belle Ayr coal mines in Campbell County, Eagle Specialty Materials hasn't secured federal leases for the operations. ESM and the U.S. Department of the Interior have been negotiating for months to resolve more than $50 million in unpaid federal royalties owed by bankrupt Blackjewel LLC. Blackjewel and Contura Energy sold the Wyoming mines to ESM as part of a messy bankruptcy last year that involved shuttering the mines for more than three months. Until there's an agreement on satisfying the unpaid royalties, ESM will continue to operate the mines without owning the leases and at the discretion of the Interior Department, something outlined in a recent court order extending the negotiating deadline from the end of September through Dec. 31, 2020. Although ESM is solely responsible for all federal royalty payments since taking over operations of the Powder River Basin mines Oct. 18, the fly in the ointment is how $50.1 million in royalties left unpaid by Blackjewel will be satisfied, said Rob Godby, director of the Center for Energy Economics and Public Policy at the University of Wyoming. "The problem here isn't that ESM is behind on its current payments," he said. "What you're looking at is a really tough political bargain." That's because the Interior Department is charged with collecting any money owed and protecting public assets, in this case the value of the federal leases, Godby said. To that end, it can't set a precedent of forgiving any or all of the unpaid royalties. The agency also doesn't want to come down so hard on ESM that it shuts the mines down and stops all the current payments the company is making. "It's a balancing act with long-term and short-term trade-offs," Godby said. "If they push too hard, they might push them out of business, because clearly, if ESM had the money they would’ve paid it by now." Eagle Specialty Materials is a privately held company based in Ohio owned by Michael Costello. Because it's not a public company, there are no financial reports or filings to show just how solid or tenuous ESM's finances are. Because of that, Godby said analysts can only speculate about why an agreement hasn't yet been reached. "This is pure speculation, but what (ESM) is looking for is probably a payment plan," he said. "We can't know that for certain, because their finances are all private, but the fact that it's not resolved yet probably means the government is expecting one thing and ESM wants another. "If they can't afford it, then the government's in a really bad situation. If the government were a private creditor, they'd probably have to write it off as bad debt. That's the problem -- they're not, and because of that they're between a rock and a hard place." The negotiations over federal leases for Eagle Specialty Materials isn't the only pressure facing ESM's owner. Costello also owns Alabama-based FM Coal LLC, which filed for Chapter 11 bankruptcy reorganization Sept. 1. FM Coal owns 21 mines in Alabama, of which five are active producing coking and thermal coal and employ 153 people. Another 12 mines are in reclamation with four more idle properties. With $56 million in liabilities, dramatically falling production and mounting maintenance obligations, the company is upside down financially, according to its filing in the U.S. Bankruptcy Court for the Northern District of Alabama, Southern Division. Costello owned 50% of the company until the separation of former chief operating officer Freddy Hunt, who owned the other 50% until his separation from FM Coal in July 2019, giving sole ownership to Costello, according to the bankruptcy filing. Less than three months later, Costello formed Eagle Specialty Materials to acquire the Eagle Butte and Belle Ayr mines. Blackjewel got the mines from Contura Energy Inc. in December 2017 in a deal where no money changed hands, but Blackjewel assumed the debt associated with the mines from Contura. Less than two years later, Blackjewel filed for bankruptcy, which ultimately resulted in Contura, which was still on the hook for about $230 million in reclamation, buying the mines back. Ultimately, instead of operating the PRB mines, Contura paid ESM $90 million to assume the reclamation obligations. To secure ownership of the mines, ESM also agreed to pay Blackjewel $16.2 million in cash, pay $32 million to Blackjewel’s senior creditors, make good on any unpaid bills incurred during the bankruptcy up to $4.3 million and pay any unpaid wages and benefits owed to Blackjewel’s Wyoming employees. Under the terms of the sale, ESM technically is mining as a contractor for Contura until it can secure transfers of state and federal permits and leases in its name. A message to Costello regarding ESM’s negotiations for the federal leases wasn’t responded to by press time. Complicating the situation is a continued downslide in production and the value of thermal coal from the Powder River Basin, Godby said. "The fed is trying to make sure the public gets value out of this public resource, so to fulfill that obligation, they have to pursue unpaid royalties," he said. "But in the long term, if they undermine the asset they could stop the ongoing payment of (current and future) royalties." Coming down hard on ESM to the point of putting it out of business "definitely undermines the value of this public asset. Once you do that, the potential for payment goes down, if not disappears." Also, the value of the leases is much less than when they were first issued, Godby said. Overall, PRB coal production is down about 25% through the first half of 2020 compared to 2019. For the ESM mines, Eagle Butte was down about the same amount in the second quarter of this year and Belle Ayr about 39%. Coal also has plummeted as a source for power generation in the United States, accounting for just 14% of domestic electricity in the second quarter, whereas a decade ago coal held 50% of the market. Because of that, it's likely ESM would need to pay off the $50 million over a period of time much longer than the federal government is willing to agree to, Godby said. "The value of the public asset is much lower than it used to be," he said. "But the liabilities have not been written down accordingly. If this was a private company and its creditors, a creditor would take a haircut because the value of the asset is not what it once was." A prime example is the recent decision by Peabody Energy Corp. to write down the value of the North Antelope Rochelle mine in southern Campbell County by more than $1.4 billion, Godby said. That's an admission by the company that because of the weak market and pricing for PRB coal, and the unlikelihood of a turnaround, the asset simply isn’t worth what it once was. "The problem here is the shareholders are the public" and not ESM or company investors, he said. "If (the government) gave them more time to pay this off, then they’ve written down the value of the asset." "It’s like if you have a $100 debt. Repayment of that at $10 a year over 10 years is worth less than paying me $100 now. If the government works with ESM to create a payment plan, they run the risk of reducing the asset value that’s owed to the people of the United States." It also risks opening a floodgate for other coal companies to want to pay off their lease agreements over longer periods of time, he said. The Interior Department's willingness to continue negotiations with ESM can be interpreted a couple of ways, Godby said. One is that it's a good sign there isn't an impasse and both sides anticipate being able to eventually work something out. Another is political. "The last thing the Trump administration wants is to put a coal mine out of business a month and a half before the election," Godby said. In the end, the most likely explanation is the most simple: ESM would pay if it had the money, but it doesn't. "What this (continuing negotiation) tells us is that the same owner of FM, which is in bankruptcy, and ESM does not have deep enough pockets to pay this off," Godby said. In its Chapter 11 filing in Alabama, FM Coal cites "dramatic decreases in sales volume" from about 1.4 million tons in 2017 to 949,330 tons in 2019. So far in 2020, the company is on pace to produce about 622,000 tons. Because of that reduced production and revenue, "the single greatest challenge faced by (the company) is the state of their equipment fleet," the bankruptcy filing says. While FM Coal and ESM are separate companies, the Alabama case is worth keeping an eye on, Godby said. "FM went bankrupt (there) because it couldn't keep up with required maintenance and reinvestment," he said. "ESM may eventually find itself in the same situation. If it then files bankruptcy, what happens to that $50 million owed in the first place?" About Eagle Specialty Materials Eagle Materials Inc. is a producer of building materials based in Dallas, Texas. The company produces cement, concrete, construction aggregate materials. About Blackjewel LLC Blackjewel L.L.C.'s core business is mining and processing metallurgical, thermal and other specialty and industrial coals. Blackjewel operates 32 properties, including surface and underground coal mines, preparation or wash plants, and loadouts or tipples. Combined, Blackjewel and its affiliates hold more than 500 mining permits. Operations are located in the Central Appalachian Basin in Virginia, Kentucky and West Virginia and the Powder River Basin in Wyoming. Blackjewel L.L.C. and four affiliates filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Lead Case No. 19-30289) on July 1, 2019. Blackjewel was estimated to have $100 million to $500 million in asset and $500 million to $1 billion in liabilities as of the bankruptcy filing. The Hon. Frank W. Volk is the case judge. The Debtors tapped Squire Patton Boggs (US) LLP as bankruptcy counsel; Supple Law Office, PLLC as local bankruptcy counsel; FTI Consulting Inc. as financial advisor; Jefferies LLC as investment banker; and Prime Clerk LLC as the claims agent. The Office of the U.S. Trustee on July 3, 2019, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Blackjewel LLC. Whiteford Taylor & Preston LLP is the Committee's counsel. BLACKJEWEL LLC: Files Liquidating Plan -------------------------------------- Alex Wolfe of Bloomberg Law reports that Coal miner Blackjewel LLC filed a plan to liquidate in bankruptcy and partially repay creditors by establishing two separate trusts to administer remaining claims and obligations. The company filed its estate wind-down plan with the U.S. Bankruptcy Court for the Southern District of West Virginia Sept. 25, 2020 after more than a year spent in Chapter 11 proceedings. Under the proposed plan, the company would hand off a number of legal proceedings to a liquidation trustee to augment creditor recoveries, including potential claims against former CEO Jeffery Hoops. A separate "reclamation trust” would be established to administer remaining liabilities." About Blackjewel L.L.C. Blackjewel LLC.'s core business is mining and processing metallurgical, thermal and other specialty and industrial coals. Blackjewel operates 32 properties, including surface and underground coal mines, preparation or wash plants, and loadouts or tipples. Combined, Blackjewel and its affiliates hold more than 500 mining permits. Operations are located in the Central Appalachian Basin in Virginia, Kentucky and West Virginia and the Powder River Basin in Wyoming. Blackjewel L.L.C. and four affiliates filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Lead Case No. 19-30289) on July 1, 2019. Blackjewel was estimated to have $100 million to $500 million in asset and $500 million to $1 billion in liabilities as of the bankruptcy filing. The Hon. Frank W. Volk is the case judge. The Debtors tapped Squire Patton Boggs (US) LLP as bankruptcy counsel; Supple Law Office, PLLC as local bankruptcy counsel; FTI Consulting Inc. as financial advisor; Jefferies LLC as investment banker; and Prime Clerk LLC as the claims agent. The Office of the U.S. Trustee on July 3, 2019, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Blackjewel LLC. Whiteford Taylor & Preston LLP is the Committee's counsel. BOUCHARD TRANSPORTATION: Case Summary & 30 Top Unsecured Creditors ------------------------------------------------------------------ Lead Debtor: Bouchard Transportation Co., Inc. 58 South Service Road Suite 150 Melville, New York 11747 Business Description: The Debtors and their non-Debtor affiliates are independently-owned ocean-going petroleum barge companies. Since their establishment over 100 years ago, Bouchard has expanded its fleet to encompass 25 barges and 26 tugs, all with state-of-the-art equipment and fuel-efficient technologies. Headquartered in Melville, New York, Bouchard's operations are extensive and span waterways connecting the United States, Canada, and the Caribbean. Chapter 11 Petition Date: September 28, 2020 Court: United States Bankruptcy Court Southern District of Texas Five affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Bouchard Transportation Co., Inc. (Lead Case) 20-34682 B. No. 240 Corp. 20-34680 Tug Barbara E. Bouchard Corp. 20-34681 B. No. 295 Corp. 20-34683 Tug Bouchard Girls Corp. 20-34684 Judge: Hon. David R. Jones Debtors' General Bankruptcy Counsel: Ryan Blaine Bennett, P.C. W. Benjamin Winger KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: ryan.bennett@kirkland.com benjamin.winger@kirkland.com Debtors' Local Bankruptcy Counsel: Matthew D. Cavenaugh, Esq. Genevieve M. Graham, Esq. JACKSON WALKER L.L.P. 1401 McKinney Street, Suite 1900 Houston, Texas 77010 Tel: (713) 752-4200 Fax: (713) 752-4221 Email: mcavenaugh@jw.com ggraham@jw.com Debtors' Investment Banker: JEFFERIES LLC Debtors' Restructuring Advisor: PORTAGE POINT PARTNERS, LLC Debtors' Notice & Claims Agent: BANKRUPTCY MANAGEMENT SOLUTIONS, INC. D/B/A STRETTO https://cases.stretto.com/bouchard/court-docket/ Estimated Assets (on a consolidated basis): $500 million to $1 billion Estimated Liabilities (on a consolidated basis): $100 million to $500 million The petitions were signed by Morton S. Bouchard III, chief executive officer. A copy of Bouchard Transportation's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/AF4REIY/Bouchard_Transportation_Co_Inc__txsbke-20-34682__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. VT Halter Marine Trade Claim $17,350,000 900 Bayou Casotte Pkwy Pascagoula, FL MS 39581 Tel: (228) 696-6888 2. International Ship Repair Trade Claim $3,188,010 1616 Penny St Tampa, FL 33602 Tel: (813) 247-1118 3. McAllister Towing & Trade Claim $2,204,261 Transportation 17 Battery Place, Suite 1200 New York, NY 10004 Buckley McAllister Tel: (212) 269-3200 Email: mcallister_bb@mcallistertowing.com 4. The Port Authority of Government $1,698,928 NY & NJ Claim P.O. Box 95000 Philadelphia, PA 19195-1517 Tel: (718) 330-2975 5. Providence Steamboat Trade Claim $1,337,600 P.O. Box 5506 Carol Stream, IL 60197-5506 Tel: (401) 331-1930 6. Clean Water of New York, Inc. Trade Claim $765,973 3249 Richmond Terrace Staten Island, NY 10303-0312 Tel: (718) 981-4600 7. Stewart & Stevenson Professional $551,909 P.O. Box 301063 Services Dallas, TX 75303-1063 Tel: (833) 382-0284 8. Freehill, Hogan, & Mahar LLP Professional $453,610 80 Pine Street Services New York, NY 10005-1759 Tel: 212-425-1900 9. Armorica Sales Inc. Trade Claim $453,505 2589 Richmond Terrace Staten Island, NY 10310 Tel: (718) 448-9201 10. Owen Petersen & Professional $370,000 Company Services 399 Route 109 Suite 2 West Babylon, NY 11704-6213 Tel: (631) 321-9800 11. Rolls-Royce PLC Trade Claim $365,655 HSBC Bank PLC London, United Kingdom SE1 9WP Tel: (703) 834-1700 12. UnitedHealthCare Trade Claim $345,851 Insurance Company 22703 Network Place Chicago, IL 60673-1227 Tel: (872) 241-1585 13. Murphy, Rogers, Sloss Professional $296,976 & Gambel Services One Shell Square New Orleans, LA 70139-7909 Tel: (985) 340-2007 14. NRE Power Systems Trade Claim $250,000 Incorporated 8440 Solutions Center Chicago, IL 60677-8004 Tel: (985) 872-5480 15. Plaza Marine Trade Claim $234,856 Incorporated/Harbor Plaza Consolidated P.O. Box 842610 Boston, MA 02284-02610 Tel: (732) 223-7000 16. Northeastern Air Trade Claim $226,548 Management Corp. 8200 Republic Airport Farmingdale, NY 11735 Tel: (800) 234-0046 17. GMD Shipyard Corp. Trade Claim $200,000 Brooklyn Navy Yard Bldg #595 Brooklyn, NY 11205 Tel: (718) 260-9200 18. ST Engineering Halter Trade Claim $163,681 Marine PO Box 1308 Pascagoula, MS 39568-1308 Tel: (228) 762-0010 19. Marine Systems Inc. Trade Claim $161,123 PO Box 301284 Dallas, TX 75303-1284 Tel: (270) 538-2900 20. Gulf Copper & Trade Claim $150,000 Manufacturing 5700 Procter Street Ext Port Arthur, TX 77554 Tel: (409) 983-1691 21. CFGI, LLC Professional $147,138 c/o M&T Lockbox Services 8000159 Amherst, NY 14228 Tel: (646) 360-2850 22. MCA Associates, Inc. Trade Claim $136,057 8 Sound Shore Drive Greenwich, CT 06830 Tel: (203) 622-6878 23. Skout Monitoring Trade Claim $126,005 270 South Service Road Melvile, NY 11747 Tel: (631) 206-6600 24. Intercontinental Trade Claim $120,648 P.O. Box 9055 Kansas City, MO 64168 Tel: (816) 741-0700 X103 25. Metropolitan Marine Trade Claim $101,231 Transpiration, Inc. 2411 Richmond Road Staten Island, NY 10306 Tel: (409) 989-0300 26. Platts Trade Claim $100,362 PO Box 848093 Dallas, TX 75284-8093 Tel: (212) 904-4324 27. Engine Systems Trade Claim $97,094 DBA Marine Systems PO Box 301138 Dallas, TX 75303-1138 Tel: (985) 223-7100 28. Flight Safety Trade Claim $94,971 International PO Box 75691 Charlotte, NC 28275 Tel: (718) 565-4100 29. A.R.M. Marine Supply, LLC Trade Claim $94,140 1249 86th Street Brooklyn, NY 11228 Tel: (218) 833-8787 30. L & R Midland, Inc. Trade Claim $92,470 P.O. Box 19458 Houston, Texas 77224 Tel: (713) 680-0909 BRADLEY INVESTMENTS: Unsecureds Will Receive 9.9% of Claims ----------------------------------------------------------- Bradley Investments, Inc, submitted a Plan and a Disclosure Statement. Secured creditors will receive 100% of the allowed amount of their secured claims plus interest. The unsecured creditors class, exclusive of insider will receive 9.9% percent of their claims. Class 1 secured claim of McCormick 109, LLC, with amount of claim of $2,027,861 will be paid $8,477 per month for 60 months plus one payment of the balance of principal and accrued interest on the first day of the 61st month. Class 2 John Deere Fin. with amount of claim of $40,393 will be paid $484 per month 60 mos. Class 3 John Deere Fin. Finishing Mower with amount of claim of $29,672 will be paid $375 per month for 60 months. Class 4 John Deere Fin. Gator 2020 with amount of claim of $11,223 will be paid $64 per month for 60 months. Class 5 John Deere Fin. 5045 Utility Tractor with amount of claim of $3,354 will be paid $64 per month for 60 months. Class 6 John Deere Fin. 7700 Fairway Mower with amount of claim of $48,056 will be paid $504 per month for 60 months. Class 7 First Home Bank Restaurant Furnishings, Pro Shop Furnishings & Equipment amount of claim of $303,485 will be paid $187 per month for 60 months. Class 8 BB&T Rainbird Irrigation System with Computer with amount of claim of $11,661 will be paid $75 per month for 60 months. Class 9 FC Market Place will have a Blanket Inferior Lien and with amount of claim of $17,342. Class 11 Yamaha Motor Finance Corp. with an amount of claim of $9,444 will receive 6 Golf Carts surrendered by the Debtor Class 12 Yamaha Motor Finance Corp. owed $65,896 will receive 100 Golf Carts surrendered by the Debtor. Class 13 Unsecured claims owed $1,345,849 will be paid $1,600 per month for 67.5 months. Class 14 equity security holder Robert Bradley will surrender his shares of stock in Bradley Investments, Inc., but will be extended an option to purchase the same number of shares in the Reorganized Debtor for $5,000 for 100% of all equity security interest. Bradley Investments, Inc., will continue to operate the golf course, driving range, pro shop, and restaurant businesses. The Debtor is in the process of making arrangements with a different golf cart sales company to lease 80 used Golf Carts beginning on the Effective Date of the Plan for $5,685 per month. Subsequent to the Effective Date of the Plan and subject to the limitation contained in the Plan, the Reorganized Debtor has reserved in the Plan the right to change its business operations, to change its name, to sell one or all of its businesses, to sell its inventory, to sell some or all of its equipment, and to take any action it deems appropriate to enhance its chances to successfully complete the Plan. A full-text copy of the Disclosure Statement dated August 17, 2020, is available at https://tinyurl.com/y55tu2mj from PacerMonitor.com at no charge. Attorney for the Debtor: IRVIN GRODSKY Post Office Box 3123 Mobile, Alabama 36652 Tel: (251) 433-3657 About Bradley Investments Bradley Investments, Inc., which conducts business under the name Timbercreek Golf Club, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 19-12908) on Aug. 22, 2019. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million and liabilities of the same range. The case has been assigned to Judge Henry A. Callaway. The Debtor is represented by Irvin Grodsky, Esq., at Grodsky and Owens. On Sept. 19, 2019, the U.S. Bankruptcy Court for the Southern District of Alabama appointed an Official Committee of Unsecured Creditors. The Committee retained Blakeley LLP as counsel. BRIGGS & STRATTON: Completes Sale to KPS, Appoints New CEO ---------------------------------------------------------- Briggs & Stratton, a recognized global leader in providing power to get work done, announced Sept. 23, 2020, that KPS Capital Partners, LP, through a newly formed affiliate, has acquired substantially all of the assets of Briggs & Stratton Corporation and certain of its wholly-owned subsidiaries. KPS acquired the assets free and clear of substantially all liens, claims, encumbrances and interests through a sale under Section 363 of the United States Bankruptcy Code. The U.S. Bankruptcy Court for the Eastern District of Missouri formally approved the transaction on Sept. 15, 2020. With the completion of the sale to KPS, the Acquired Business has successfully exited from its Chapter 11 Bankruptcy proceeding. Briggs & Stratton will now operate as an independent company with the long-term support of KPS, a leading global private equity investor with a demonstrated track record of successfully transforming businesses and creating profitable, growing companies. KPS, with approximately $11.5 billion of assets under management, works to advance the strategic position, competitiveness and profitability of its investments to create world-class, industry-leading companies. Briggs & Stratton launches as a well-capitalized company, unencumbered by over $900 million of its predecessor's legacy obligations, and access to the financial resources required to execute its ambitious business improvement and growth plans. Briggs & Stratton also announced that Steve Andrews has been named President and Chief Executive Officer of Briggs & Stratton effective immediately. KPS and Mr. Andrews have a history of successfully working together to create, operate and grow world-class businesses. KPS and Mr. Andrews partnered in 2011 to form International Equipment Solutions, LLC ("IES"). Under KPS' ownership and Mr. Andrews' leadership, IES, through a series of acquisitions and other growth initiatives, transformed two non-core divisions of a large corporation into a thriving, highly profitable company. IES became a leading independent manufacturer of attachment tools, operator cabs and other complex fabrications for off-highway applications. Michael Psaros, Co-Founder and Co-Managing Partner of KPS, said "This is the beginning of a new era for Briggs & Stratton, a legendary brand in American manufacturing and the leading company in its industry. The Company has a new owner, a new CEO, a new Board of Directors and a renewed focus. Briggs & Stratton launches with a portfolio of industry-leading products sold under iconic brand names, a rock solid capital structure and access to KPS' financial resources and expertise. We look forward to accelerating the Company's growth by increasing its already substantial investment in research and development, technology and new product development. KPS will also provide the capital for Briggs & Stratton to pursue strategic acquisitions. "KPS is delighted that Steve Andrews will serve as President and CEO of Briggs & Stratton. Steve is an outstanding leader with a demonstrated track record of transforming and growing companies. We have worked successfully with Steve in the past and look forward to collaborating again as the new Briggs & Stratton. "We are grateful to all of the Company's stakeholders for their assistance and cooperation throughout the bankruptcy process. We thank the United Steelworkers for its very public support of our acquisition of the Company," Mr. Psaros concluded. Mr. Andrews said, "I am honored to lead Briggs & Stratton. Free of any legacy liabilities, and with a strong balance sheet and the Company's world-class workforce, we have an exceptional opportunity to build upon the Company's leading market position. I am also pleased to partner and collaborate again with KPS, a firm that has distinguished itself as a global leader in transforming businesses and is ideally suited for this exciting venture. "On behalf of the Company, I would like to thank former Chairman, President and CEO Todd Teske for his decades of service and many contributions," Mr. Andrews concluded. Wells Fargo is continuing to provide floorplan financing to support Briggs & Stratton's customers and a syndicate of banks including Wells Fargo, Bank of America, BMO Harris Bank and PNC Business Credit provided exit financing for the Company. Kirkland & Ellis LLP is acting as legal counsel to KPS with respect to the transaction. About Briggs & Stratton Briggs & Stratton Corporation is a producer of gasoline engines for outdoor power equipment and a designer, manufacturer and marketer of power generation, pressure washer, lawn and garden, turf care, and job site products. The Company's products are marketed and serviced in more than 100 countries on six continents through 40,000 authorized dealers and service organizations. Visit https://www.basco.com for more information. Briggs & Stratton Corporation and four affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 20-43597) on July 20, 2020. The petitions were signed by Mark A. Schwertfeger, senior vice president and chief financial officer. At the time of the filing, Briggs & Stratton Corporation disclosed total assets of $1,589,398,000 and total liabilities of $1,350,058,000 as of March 29, 2020. Judge Barry S. Schermer oversees the cases. The Debtors tapped Weil, Gotshal & Manges LLP as bankruptcy counsel; Carmody MacDonald P.C. as local counsel; Foley & Lardner LLP as corporate counsel; Houlihan Lokey Inc. as investment banker; Ernst & Young, LLP as restructuring and tax advisor; Deloitte LLP as auditor and tax consultant; and Kurtzman Carson Consultants, LLC as claims and noticing agent. The Office of the U.S. Trustee appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. C & C Entity: Seeks Court Approval to Hire Offit Kurman as Counsel ------------------------------------------------------------------ C & C Entity, L.P. and its debtor affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Offit Kurman, P.C. as counsel. The firm will render these legal services to the Debtors: (a) provide the Debtors with legal services with respect to its powers and duties as a debtors-in-possession; (b) prepare on behalf of the Debtors, or assist the Debtors in preparing, all necessary pleadings, motions, applications, complaints, answers, responses, orders, monthly operating reports, and other legal papers necessary in conjunction with this bankruptcy proceeding; (c) represent the Debtors in any matter involving contests with secured or unsecured creditors; (d) assist the Debtors in providing legal services required to prepare, negotiate, or implement a plan of reorganization; and (e) perform all other legal services for the Debtors which may be necessary herein, other than those requiring specialized expertise for which special counsel, if necessary, may be employed. The Debtors propose to pay Offit Kurman at its customary hourly rates as of the Petition Date, with allowances made for increased billing rates in the ordinary course of the firm's business. Paul J. Winterhalter, Esq., at Offit Kurman, P.C. disclosed in court filings that the firm does not have any connection with or interest adverse to the Debtors, the Debtors' creditors, any other party-in-interest or the Office of the United States Trustee. The firm can be reached through: Paul J. Winterhalter, Esq. OFFIT KURMAN, P.C. 401 Plymouth Road, Suite 100 Plymouth Meeting, PA 19462 Telephone: (267) 338-1370 Facsimile: (267) 338-1335 E-mail: pwinterhalter@offitkurman.com About C & C Entity C & C Entity, L.P. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 20-13775) on September 18, 2020. C & C President Charles Cardile, Jr. signed the petition. At the time of the filing, Debtor had estimated assets of less than $50,000 and liabilities of less than $50,000. Judge Ashely M. Chan oversees the case. Offit Kurman, P.C. serves as the Debtor's counsel. CALES & FITZGERALD: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Cales & Fitzgerald PLLC 16515 S 40th Street Phoenix, AZ 85048 Business Description: Cales & Fitzgerald PLLC is a provider of legal services. Chapter 11 Petition Date: September 29, 2020 Court: United States Bankruptcy Court District of Arizona Case No.: 20-10911 Debtor's Counsel: Kenneth W. Schutt, Jr., Esq. SCHUTT LAW, PLC 8817 E. Bell Road, Suite 201 Scottsdale, AZ 85260 Tel: (480) 991-8777 Fax: (480) 499-5650 Email: ken@schuttlaw.net Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Star Grass LLC, authorized agent. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/M3ILZNA/CALES__FITZGERALD_PLLC__azbke-20-10911__0001.0.pdf?mcid=tGE4TAMA CARDINAL CARE: State Rulings Spur Chapter 11 by Senior Facilities ----------------------------------------------------------------- George Avalos of The New Mercury News reports that the operators of several senior care residential sites in the Bay Area has filed for bankruptcy following a pair of adverse rulings that required the companies to pay millions of dollars in unpaid wages to several employees. Welcome Home Senior Residences, Cardinal Care Management, and S&S Investments, which are all headed by residential care executive Steve Chou, have filed for a Chapter 11 bankruptcy, which will allow the companies to reorganize their finances. The bankruptcy cases were filed in the wake of unfavorable state government and state appellate court rulings that effectively forced Chou and the debt-burdened companies to pay $2.5 million in back pay to several workers who had sued for unpaid wages. A state Appellate Court ruling against Chou and his companies was issued on April 20, 2020, a decision that bolstered a state labor hearing officer's order that forced the companies to pay seven workers the $2.5 million, along with various penalties. "Chou submitted a declaration stating that he, Cardinal Care, and Welcome Home lacked the financial ability to pay the awards or to deposit the amount of the awards with the court," according to the state appellate court's ruling. The state labor commissioner's office determined that the residential care companies owed overtime wages, liquidated damages, interest, and waiting time penalties to seven employees. "The combined amount of the seven awards was more than $2.5 million," the state Appellate Court determined. "Cardinal Care and Welcome Home were found liable for all of this amount. With Chou individually liable for all or a portion of each of the awards, his liability came to more than $2.2 million." The seven workers were live-in caregivers or relief caregivers, according to court papers. Chou and his companies told the labor commissioner and the state court that they couldn't pay the workers. "Chou submitted a declaration stating that he, Cardinal Care, and Welcome Home lacked the financial ability to pay the awards," the court documents show. Welcome Home's web site includes a brochure that states the company operates eight residences for the elderly. The sites all appear to be single-family homes. The elderly care homes consist of three locations in Alamo, two in Concord, and one each in Dublin, Pleasanton, and Walnut Creek, the brochure indicates. "Welcome Home Senior Residences were created to provide a warm and comfortable living situation where every senior resident feels like they are living in their own home while receiving 24-hour attention and care," the company's brochure states. This news organization contacted Chou's office to request a comment. A Chou assistant stated the request was forwarded to Chou. Each of the three companies controls assets with a value of no more than $50,000, papers on file with the U.S. Bankruptcy Court in Oakland show. They all listed debts of at least $1 million and no more than $10 million, according to bankruptcy records. The state appellate court ruling shows that Chou had transferred ownership of four of the residential care properties, as well as a fifth property that he owns, into trusts and limited liability companies whose sole manager was Chou's wife. Chou declared in court papers that all five residences were burdened by mortgages and that the transfers were undertaken for the purpose of "estate planning." The seven workers who had sued for the back wages also claimed that the residences whose ownerships were transferred had a combined value that topped $6 million, according to the state appeals court ruling. Chou said in court papers that he isn't able to pay the workers. "The unpaid wages award ruling," Chou told the state appellate court, "would bring financial ruin to himself, Welcome Home, and Cardinal Care, and could accordingly disrupt services to the elderly residents of the senior care facilities." About the Debtors Cardinal Care Management, LLC, operator of a residential care facility for the elderly, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No.20-41557) on Sept. 24, 2020. The Debtor was estimated to have $0 to $50,000 in assets and $1 million to $10 million in liabilities. 2014 S&S Investments, LLC, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 20-41558) on Sept. 24, 2020. The Debtor was estimated to have up to $50,000 in assets and $1 million to $10 million in liabilities. Welcome Home Senior Residence (Fair Oaks), LLC, operator of an assisted living facility, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 20-41559) on Sept. 24, 2020. The Debtor was estimated to have assets of up to $50,000 and liabilities of $1 million to $10 million. The petitions were signed by Steve Chou, managing member The LAW OFFICES OF DAVID A. BOONE, led by David A. Boone, is the Debtor's counsel. CEC ENTERTAINMENT: Hires Hilco Appraisal as Real Estate Appraiser ----------------------------------------------------------------- CEC Entertainment, Inc. and its debtor affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Hilco Real Estate Appraisal, LLC as real estate appraiser. The firm will perform the following services to the Debtors: (a) conduct or utilize local resources in the local market to complete exterior only inspections of the Debtors' properties; (b) apply the approaches to value considered appropriate to produce a credible estimate of value including the Cost Approach and/or Sales Comparison Approach and/or Income Capitalization Approach; and (c) prepare the appraisal(s) in accordance with the Uniform Standards of Professional Appraisal Practice (USPAP) of the Appraisal Foundation. The results will be presented in an appraisal report(s), which will include a summary of the property, data, analysis, and conclusion. The firm will be paid based on the following terms of compensation and expense reimbursement: (a) Appraisal Fee and Schedule of Payment: As compensation for Hilco's services, the Debtors will pay the firm a total fee in the amount of $27,000. (b) Expert Testimony/Trial Preparation: In the event of expert testimony or other legal proceedings regarding the services provided, the Debtors will compensate Hilco at a rate of $500 per hour for trial preparation, court time and testimony or other consultation. The Debtors will also reimburse Hilco for all travel-related costs in addition to all trial preparation, testimony or other consultation fees outlined. Sarah Baker, a managing member of Hilco, disclosed in court filings that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Sarah Baker Hilco Real Estate Appraisal, LLC 5 Revere Dr., Suite 206 Northbrook, IL 60062 Telephone: (847) 714-1288 About CEC Entertainment CEC Entertainment is a family entertainment and dining company that owns and operates Chuck E. Cheese and Peter Piper Pizza restaurants. As of Dec. 31, 2019, CEC Entertainment and its franchisees operate a system of 612 Chuck E. Cheese restaurants and 129 Peter Piper Pizza stores, with locations in 47 states and 16 foreign countries and territories. Visit http://www.chuckecheese.comfor more information. CEC Entertainment recorded a net loss of $28.92 million for the year ended Dec. 29, 2019, compared to a net loss of $20.46 million for the year ended Dec. 30, 2018. As of Dec. 29, 2019, CEC Entertainment had $2.12 billion in total assets, $1.90 billion in total liabilities, and $213.78 million in total stockholders' equity. On June 24, 2020, CEC Entertainment and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-33163). Judge Marvin Isgur oversees the cases. Debtors have tapped Weil, Gotshal & Manges, LLP as bankruptcy counsel, FTI Consulting, Inc. as financial advisor, PJT Partners LP as investment banker, Hilco Real Estate, LLC as real estate advisor, and Hilco Real Estate Appraisal, LLC as real estate appraiser. Prime Clerk, LLC, is the claims, noticing and solicitation agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on July 13, 2020. The committee has tapped Kelley Drye & Warren, LLP and Womble Bond Dickinson (US), LLP as its legal counsel, and Alvarez & Marsal North America, LLC as its financial advisor. CHAPARRAL ENERGY: Unsecured Claims Are Unimpaired in Plan --------------------------------------------------------- Chaparral Energy, Inc., et al., submitted a Plan and a Disclosure Statement. As set forth in the Plan, the Restructuring Transactions provide for a comprehensive restructuring of Claims against and Interests in the Debtors, deleverage the Company's capital structure and preserve the going-concern value of the Debtors' businesses, maximize recoveries available to all constituents, and provide for an equitable distribution to the Debtors' stakeholders. More specifically, the Restructuring Transactions provide, among other things, that: - All Allowed Administrative Claims, Priority Tax Claims, Other Priority Claims, and Other Secured Claims will be paid in full in cash or receive such treatment that renders them Unimpaired under the Bankruptcy Code; - Each Holder of an Allowed RBL Claim will receive (a) its pro rata share (determined as a percentage of all Allowed RBL Claims) of the All Lender Portion and (b) (i) if such Holder elects to participate in the Exit Revolving Facility, (x) such Holder's pro rata share (determined as a percentage of all Allowed RBL Claims owned by Holders electing to participate in the Exit Revolving Facility) of the Exit Facility Revolving Lender Cash Portion and (y) Exit Facility Revolving Loans with a principal amount equal to the amount of such Holder's Allowed RBL Claim (after application of the All Lender Portion and the Exit Facility Revolving Lender Cash Portion to such Holder's Allowed RBL Claim) and commitments under the Exit Revolving Facility, upon the terms and conditions set forth in the Exit Facility Term Sheet, and (ii) if such Holder does not elect to participate in the Exit Revolving Facility, Second Out Term Loans with a principal amount equal to the amount of such Holder’s RBL Claim (after application of the All Lender Portion to such Holder’s Allowed RBL Claim); - Each Holder of an Allowed Senior Notes Claim will receive its pro rata share (determined as a percentage of all Senior Notes Claims) of (i) 100% of the total issued and outstanding New Common Stock, subject to dilution by the Management Incentive Plan, the New Common Stock issued upon conversion of the New Convertible Notes, the Backstop Premium, and the New Common Stock issued upon exercise of the New Warrants, and (ii) the Subscription Rights; - All Allowed General Unsecured Claims will be reinstated and paid in the ordinary course of business in accordance with the terms and conditions of the particular transaction or agreement giving rise to such Allowed General Unsecured Claim; - All Chaparral Parent Equity Interests will be cancelled, released, and extinguished, and will be of no further force or effect without any distribution to the Holders of such Interests on account of such Interests. Notwithstanding the foregoing, in exchange for each such Holder (a) agreeing to provide a release to the Released Parties and (b) not objecting to the Plan, (i) each Holder of an Allowed Chaparral Parent Equity Interest that is a Partial Cash-Out Equity Interest shall receive such Holder’s pro rata share (determined as a percentage of all Allowed Chaparral Parent Equity Interests as of the Effective Date) of (a) the All Holder Settlement Portion and (b) the New Warrants, and (ii) each Holder of an Allowed Chaparral Parent Equity Interest that is a Full Cash-Out Equity Interest shall receive (a) such Holder’s pro rata share (determined as a percentage of all Allowed Chaparral Parent Equity Interests as of the Effective Date) of the All Holder Settlement Portion and (b) Cash in an amount equal to $0.01508 per share; and - The Reorganized Debtors will raise $35 million of new money by issuing the New Convertible Notes pursuant to the Rights Offering, which will be backstopped in full by the Backstop Parties in accordance with the terms of the Backstop Commitment Agreement. Each Holder of an Allowed Senior Notes Claim on the record date for the Rights Offering that is a "qualified institutional buyer" (within the meaning of Rule 144A under the Securities Act), is an "accredited investor" as such term is defined in Rule 501 under the Securities Act, or is not a "U.S. Person" as defined in Regulation S under the Securities Act will have the opportunity to purchase its pro rata share of the New Convertible Notes. A full-text copy of the Disclosure Statement dated August 17, 2020, is available at https://tinyurl.com/y2btp2pz from PacerMonitor.com at no charge. Proposed Co-Counsel to the Debtors: John H. Knight Amanda R. Steele Brendan J. Schlauch RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 Damian S. Schaible Angela M. Libby Jacob S. Weiner DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, New York 10017 Telephone: (212) 450-4000 Facsimile: (212) 701-5800 About Chaparral Chaparral Energy, Inc. -- http://www.chaparralenergy.com/-- is an independent oil and natural gas exploration and production company headquartered in Oklahoma City. Founded in 1988, Chaparral is focused in the oil window of the Anadarko Basin in the heart of Oklahoma. CHESAPEAKE ENERGY: Will Not Face Pending Suits During Bankruptcy ---------------------------------------------------------------- Josh Saul of Bloomberg News reports that Chesapeake Energy Corp. won't have to face pending lawsuits as it navigates its bankruptcy court reorganization, a federal judge ruled August 12, 2020. Judge David R. Jones denied a motion by the cities of Dallas and Fort Worth and the Dallas/Fort Worth International Airport Board to lift a stay of their appeal of a lawsuit over drilling commitments. Judge Jones also denied a motion to lift a stay on royalty claims cases by owners of leases in the Eagle Ford shale formation. Jones also denied a motion to disband the committee of royalty owners. About Chesapeake Energy Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. Chesapeake Energy reported a net loss of $308 million for the year ended Dec. 31, 2019. As of Dec. 31, 2019, the company had $16.19 billion in total assets, $2.39 billion in total current liabilities, $9.40 billion in total long-term liabilities, and $4.40 billion in total equity. Chesapeake Energy and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33233) on June 28, 2020, after reaching terms of a Chapter 11 plan of reorganization to eliminate approximately $7 billion of debt. The Debtors tapped Kirkland & Ellis LLP as legal counsel; Alvarez & Marsal as restructuring advisor; Rothschild & Co and Intrepid Financial Partners as financial advisors; and Reevemark as communications advisor. Epiq Global is the claims agent, maintaining the page http://www.chk.com/restructuring-information. Wachtell, Lipton, Rosen & Katz serves as legal counsel to Chesapeake Energy's Board of Directors. MUFG Union Bank, N.A., the DIP facility agent and exit facilities agent, has tapped Sidley Austin LLP as legal counsel; RPA Advisors, LLC as financial advisor; and Houlihan Lokey Capital, Inc. as investment banker. Davis Polk & Wardell LLP and Vinson & Elkins L.L.P. serve as legal counsel to an ad hoc group of first lien last out term loan lenders while Perella Weinberg Partners and Tudor, Pickering, Holt & Co. serve as the group's investment bankers. Franklin Advisers, Inc., has tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel; FTI Consulting, Inc. as financial advisor; and Moelis & Company LLC as investment banker. CHUCK E. CHEESE: Unsecureds Say Quick Sale Favors Lenders --------------------------------------------------------- Law360 reports that the unsecured creditors of Chuck E. Cheese's parent company are accusing a group of its secured creditors of using a $200 million debtor-in-possession financing package and a rushed sale process to seize all of the pizza chain's value for themselves. In a pair of objections filed Friday, September 25, 2020, the unsecured creditors accused a group of CEC Entertainment's secured lenders of consenting to a plan support agreement in order to push a DIP that will encumber assets that could go toward unsecured claims and force a sale timeline that will allow the lenders to take ownership of the chain. About CEC Entertainment CEC Entertainment is a family entertainment and dining company that owns and operates Chuck E. Cheese and Peter Piper Pizza restaurants. As of Dec. 31, 2019, CEC Entertainment and its franchisees operate a system of 612 Chuck E. Cheese restaurants and 129 Peter Piper Pizza stores, with locations in 47 states and 16 foreign countries and territories. Visit http://www.chuckecheese.comfor more information. CEC Entertainment recorded a net loss of $28.92 million for the year ended Dec. 29, 2019, compared to a net loss of $20.46 million for the year ended Dec. 30, 2018. As of Dec. 29, 2019, CEC Entertainment had $2.12 billion in total assets, $1.90 billion in total liabilities, and $213.78 million in total stockholders' equity. On June 24, 2020, CEC Entertainment and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-33163). Judge Marvin Isgur oversees the cases. Debtors have tapped Weil, Gotshal & Manges, LLP as bankruptcy counsel, FTI Consulting, Inc. as financial advisor, PJT Partners LP as investment banker, Hilco Real Estate, LLC as real estate advisor, and Prime Clerk, LLC, as claims, noticing and solicitation agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on July 13, 2020. The committee has tapped Kelley Drye & Warren, LLP and Womble Bond Dickinson (US), LLP as its legal counsel, and Alvarez & Marsal North America, LLC as its financial advisor. CLARKRANGE HUNTING: Court Confirms 2nd Amended Plan --------------------------------------------------- Judge Harrison has ordered that the Second Amended Chapter 11 Plan of Clarkrange Hunting Lodge, LLC is confirmed. Under the Second Amended Chapter 11 Plan, creditors will be treated as follows: * Class 3-A Secured claim of Kenneth Moody. This class is impaired with a total claim of $336,896.00. The Debtor proposes to treat the claim of Kenneth Moody as set forth in the agreed order between Kenneth Moody and the Debtor Resolving the Motion for Relief from Stay and entered with the Court on June 11, 2020. * Class 4 General unsecured claims. This class is impaired with a total amount of claims of $200. P aid out on the Effective Date at 100%. The interest rate is 0%. The Plan will be funded by the proceeds from the sale of real property, or a third party. A full-text copy of the Order dated August 17, 2020, is available at https://tinyurl.com/y4xbhpnx from PacerMonitor.com at no charge. A full-text copy of the Second Amended Chapter 11 Plan dated August 17, 2020, is available at https://tinyurl.com/yxqpt4q2 from PacerMonitor.com at no charge. Counsel to the Debtor: STEVEN L. LEFKOVITZ 618 Church Street, Suite 410 Nashville, TN 37219 Phone: (615) 256-8300 Fax: (615) 255-4516 E-mail: slefkovitz@lefkovitz.com About Clarkrange Hunting Lodge Clarkrange Hunting Lodge, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 19-07696) on Nov. 27, 2019. At the time of the filing, the Debtor had estimated assets of between $500,001 and $1 million and liabilities of between $100,001 and $500,000. Judge Marian F. Harrison oversees the case. Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, PLLC, is the Debtor's legal counsel. COLUMBIA NUTRITIONAL: First Amended Plan Confirmed -------------------------------------------------- Bankruptcy Judge Brian D. Lynch of the U.S. Bankruptcy Court for the Western District of Washington in Tacoma has confirmed the first amended Chapter 11 plan for Columbia Nutritional, LLC, following a hearing late in August. The Debtor delivered to the Court a modified Chapter 11 plan on August 26. The confirmation hearing was held two days later. Under the confirmed plan, Holders of Allowed General Unsecured Claims will be entitled to elect on the ballot for acceptance or rejection of the Plan, one of the following options. Failure to submit a ballot or elect an option will be deemed an election for Option One: (a) Option One The Reorganized Debtor will pay to the holders of Allowed General Unsecured Claims electing Option One 20% of the Allowed amount of such claims plus interest at 2.5% per annum in the following installments of principal plus accrued interest on the remaining balance owed: March 1, 2021: 1% + accrued interest; March 1, 2022: 2% + accrued interest; March 1, 2023: 3% + accrued interest; March 1, 2024: 4% + accrued interest; March 1, 2025: 5% + accrued interest; and March 1, 2026: 5% + accrued interest. (b) Option Two The Reorganized Debtor will pay to the holders of Allowed General Unsecured Claims electing Option Two: (1) 10% of the Allowed amount of such claims plus interest at 2.5% per annum in the following installments of principal plus accrued interest on the remaining balance owed: March 1, 2023: 2% + accrued interest; March 1, 2024: 2% + accrued interest; March 1, 2025: 3% + accrued interest; and March 1, 2026: 3% + accrued interest. - plus - (2) up to 25% of the Allowed amount of such claims, to be paid in annual installments from 30% of the Reorganized Debtor's Net Profits accrued after Columbia State Bank has been paid in full for Portion B of its Class 2 Claim. Once Columbia State Bank's Portion B claim has been paid in full, Net Profits payments to Class 8 creditors elect ing Opt ion Two will begin to accrue and will become due and payable out of 30% of the Reorganized Debtor's annual Net Profits. Such payments from Net Profits will be made annually on or before May 1 of the year following the year in which the Net Profits are accrued. If the full 25% of the allowed amount of the Class 8 Claims electing Option Two has not been paid out of Net Profits once the final payment due from the 2025 Net Profits has been made, no further payments from Net Profits will be owed to Class 8 creditors electing Option Two. In the event substantially all of the stock/equity interests in the Reorganized Debtor, or substantially all of its assets, are sold in a stock/equity or asset sale and all amounts owing under the Plan to Class 8 creditors have not been fully paid, any remaining unpaid amounts will be paid in full upon closing of the sale. Class 8 is impaired. Upon the Effective Date, (a) the DIP Lenders will convert their claims totaling $700,000, plus interest, fees, and charges due under the Debtor-in-Possession Credit Agreement approved by the Court, to membership interests in the Reorganized Debtor, (b) the Debtor's Professionals, at their option, may convert up to 25%, not to exceed $200,000 in the aggregate, of their Allowed Administrative Expense Claims to membership interests in the Reorganized Debtor, and (3) the other Equity Investors will deposit at least $800,000 but not more than $2,057,551 with the Reorganized Debtor for their membership interests in the Reorganized Debtor. The DIP Lenders will each be entitled to receive 1.50 membership shares for each dollar ($1) of claims converted to equity, the Debtor's Professionals will be entitled to receive 1.00 membership share for each dollar ($1) of Allowed Administrative Expense claims converted to equity, and the other Equity Investors will be entitled to 1.00 membership share for each dollar ($1) contributed to equity upon confirmation of the Plan. Pursuant to a stipulation among the Debtor, Columbia State Bank, Bruce Rhine, Bruce Rhine and Reid Langrill as DIP Lenders, the Official Committee of Unsecured Creditors, and the Office of the United States Trustee, the Debtor was authorized to continue using Cash Collateral for the purposes of funding expenditures in accordance with the Budget up through and including the hearing on confirmation of the First Amended Plan. A full-text copy of the modified Plan is available at https://bit.ly/3ie2OWy from PacerMonitor.com. A full-text copy of the stipulation and the Debtor's weekly cash forecast is available for free at https://bit.ly/347GlW1 from Pacer Monitor. About Columbia Nutritional LLC Columbia Nutritional, LLC -- https://www.columbianutritional.com/ -- is a contract manufacturer of dietary supplements based in the Pacific Northwest. Columbia Nutritional filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 20-40353) on Feb. 6, 2020. In the petition signed by COO Brea Viratos, the Debtor was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Brian D. Lynch oversees the case. Thomas W. Stilley, Esq., at Sussman Shank LLP, serves as the Debtor's legal counsel. COSMOS HOLDINGS: Gets Forbearance Extension Until June 2021 ----------------------------------------------------------- Cosmos Holdings, Inc. entered into a Second Forbearance and Amendment Agreement with an institutional investor (the "Buyer"). The Company entered into a Securities Purchase Agreement with the Buyer on May 15, 2019, pursuant to which the Company issued a Convertible Note in the principal amount of $1,500,000. On March 23, 2020, the Company entered into a Forbearance and Amendment Agreement. The Note was due to be paid in full on or before Sept. 16, 2020 and was not paid. The Note provides that upon an Event of Default, the Buyer may, among other things, require the Company to redeem all or a portion of the Note at a redemption premium of 120%, multiplied by the product of the conversion rate ($6.00 per share) and the then current market price. The Agreement provides that the Buyer will (a) forbear (i) from taking any action with respect to the Existing Default and (ii) from issuing any demand for redemption of the Note on the basis of the Existing Default until the earlier of: (1): June 16, 2021 (or, if earlier, such date when all amounts outstanding under the Note shall be paid in full or converted into shares of Common Stock in accordance therewith) and (2) the time of any breach by the Company of the Agreement or the occurrence of an Event of Default that is not an Existing Default, (b) during the Forbearance Period (as defined) waive the prepayment premium to any Company Optional Redemption (which will result in the 120% redemption premium effectively replaced with 100%), and (c) during the Forbearance Period, waive the repayment in full of the Note other than the Required Payments (as defined) prior to June 16, 2021. The Scheduled Required Prepayments are $63,000 upon signing the Agreement and eight monthly payments thereafter aggregating $480,000 with the remaining $607,000 outstanding under the Note due on June 16, 2021. In addition, there are mandatory prepayments in the event the Company completes a Subsequent Placement (as defined) or long-term debt (other than from the Buyer or from officers, directors and 10% or greater shareholders of the Company) or factoring and purchase order indebtedness, the Company shall effect a Company Optional Redemption amount equal to 50% of the gross proceeds (less reasonable expenses of counsel and any investment bank) together with all Scheduled Required Payments. About Cosmos Holdings Cosmos Holdings Inc. is a multinational pharmaceutical wholesaler. The Company imports, exports and distributes pharmaceutical products of brand-name and generic pharmaceuticals, over-the-counter (OTC) medicines, and a variety of dietary and vitamin supplements. Currently, the Company distributes products mainly in the EU countries via its two wholly owned subsidiaries SkyPharm SA and Decahedron Ltd. Cosmos Holdings reported a net loss of $3,298,965 for the year ended Dec. 31, 2019, compared to a net loss of $9,060,658 on $37,083,882 of revenue for the year ended in 2018. As of June 30, 2020, Cosmos Holdings had $33.85 million in total assets, $39.38 million in total libailities, and a total stockholders' deficit of $5.53 million. The audit report of Armanino LLP dated April 14, 2020, states 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. CREATIVE REALITIES: Expands Partnership with InReality ------------------------------------------------------ Creative Realities, Inc. entered into an Amended and Restated Master Distribution Agreement with InReality, LLC, effective as of Sept. 1, 2020, pursuant to which the Company will serve as a non-exclusive master distributor of InReality's Safe Space Solutions software-as-a-service platform, which includes products supporting (1) human temperature screening and (2) integrated web and mobile question and answer applications (the "Platform") in the United States and Canada. The Amended and Restated Distribution Agreement amends and restates in its entirety that certain Master Distribution Agreement between the parties dated June 19, 2020. The initial term of the Amended and Restated Distribution Agreement is twelve months, beginning on the Effective Date. Thereafter, the term will automatically renew for successive twelve-month periods until InReality or the Company gives the other party proper notice of non-renewal or the Amended and Restated Distribution Agreement is otherwise terminated according to its terms. "Offering a complete portfolio of Thermal Mirror solutions enables us to take a consultative approach with each of our customers, helping them to construct a Safe Space Solution that's tailored to their specific needs," said Rick Mills, chief executive officer of CRI. "Expanding our offering beyond the single function of temperature screening enables us to offer comprehensive solutions that address the real-world challenges businesses face as they create welcoming spaces for their customers and employees." As master distributor, the Company will sell Platform subscriptions (a) to distributors and resellers for resale to end users, or (b) directly to end users, for use in connection with certain human temperature screening devices. The Company may establish re-seller and referral programs to sell Platform subscriptions at its sole discretion. The Company shall develop marketing campaigns and strategies to promote Platform sales with InReality's cooperation. InReality is restricted from selling Platform subscriptions directly to end users or certain distributors within the Territory. The Company shall provide end users with basic troubleshooting and helpdesk services for the Platform. InReality will provide escalated technical support for the Platform. The Company shall pay a royalty to InReality for each Platform subscription sold to a distributor, reseller, or end user, with the royalty amount based on the applicable subscription levels sold. The Company will continue to sell the Thermal Mirror hardware solution to distributors, re-sellers, and end users, which it will procure directly from the manufacturer for future purchases. The Company shall pay InReality a license fee for any Thermal Mirror units sold by the Company beyond those units that were initially purchased by the Company under the Prior Agreement. The amount of the license fee will be determined by the number of Thermal Mirror units sold in excess of the Initial Units. About Creative Realities Creative Realities, Inc. -- http://www.cri.com/-- is a Minnesota corporation that provides innovative digital marketing technology and solutions to retail companies, individual retail brands, enterprises and organizations throughout the United States and in certain international markets. The Company has expertise in a broad range of existing and emerging digital marketing technologies, as well as the related media management and distribution software platforms and networks, device management, product management, customized software service layers, systems, experiences, workflows, and integrated solutions. Creative Realities reported net income of $1.04 million for the year ended Dec. 31, 2019, following a net loss of $10.62 million for the year ended Dec. 31, 2018. As of March 31, 2020, the Company had $21.79 million in total assets, $16.42 million in total liabilities, and $5.37 million in total shareholders' equity. Management believes that, based on (i) the extension of the maturity date on the Company's term loan and revolving loans to June 30, 2021, (ii) its receipt of $1,551,800 of funding through the Payroll Protection Program on April 27, 2020, (iii) its operational forecast through 2021, and (iv) support from Slipstream through June 30, 2021, the Company can continue as a going concern through at least May 15, 2021. However, given the Company's history of net losses, cash used in operating activities and working capital deficit, each of which continued as of and for the three months ended March 31, 2020, the Company can provide no assurance that its ongoing operational efforts will be successful, particularly in consideration of the business interruptions and uncertainty generated as a result of the COVID-19 pandemic which could have a material adverse effect on its results of operations and cash flows. Creative Realities received a letter from The Nasdaq Stock Market LLC on April 28, 2020, advising the Company that for 30 consecutive trading days preceding the date of the Notice, the bid price of the Company's common stock had closed below the $1.00 per share minimum required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The compliance period for the Company will expire on Dec. 28, 2020. CUKER INTERACTIVE: Unsecureds Will Get 100% of Claims ----------------------------------------------------- Cuker Interactive, LLC, filed a Third Amended Plan of Reorganization. Holders of both unclassified Administrative claims (taxing authorities comprising the California Franchise Tax Board and the Internal Revenue Service) and all Allowed General Unsecured Claims will receive 100% of their Allowed Claims under the Plan on the later to occur of (i) the Effective Date (as defined by the Plan) or (ii) the date on which a creditor's claim is determined by the Bankruptcy Code and Bankruptcy Rules, specifically including Section 502 of the Code and Bankruptcy Rule 3007, to be an Allowed Claim (as defined by the Plan). Reorganized Cuker will be funded from (i) cash on hand as of the Effective Date, (ii) revenue generated from the operations of Cuker's business and, (iii) a cash loan made by Aaron Cuker in a sufficient amount to fund all the Debtor's Effective Date obligations under this Plan. A hearing on Disclosure Statement will be held on Sept. 17, 2020 at 2:00 p.m. A full-text copy of the Third Amended Plan of Reorganization dated August 17, 2020, is available at https://tinyurl.com/y6sxa9xr from PacerMonitor.com at no charge. Attorneys for the Debtor: Michael D. Breslauer SOLOMON WARD SEIDENWURM & SMITH, LLP 401 B Street, Suite 1200 San Diego, California 92101 Telephone (619) 231-0303 Facsimile (619) 231-4755 E-mail: mbreslauer@swsslaw.com Robert R. Barnes THE BROKEN-BENCH LAW FIRM 10982 Poblado Road, No. 1621 San Diego, California 92127-5327 Tel: (619) 218-0520 E-mail: robertbarn@outlook.com About Cuker Interactive Cuker Interactive, LLC -- https://www.cukeragency.com/ -- is a digital marketing, design, and eCommerce agency. Based in Carlsbad, Calif., Cuker Interactive filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 18-07363) on Dec. 13, 2018. In the petition signed by CEO Aaron Cuker, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. Michael D. Breslauer, Esq., at Solomon Ward Seidenwurm & Smith, LLP, is the Debtor's bankruptcy counsel. DEAN & DELUCA: Creditors' Panel Says Insider Plan Not Confirmable ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Dean & DeLuca New York, Inc. and its debtor affiliates, filed a preliminary objection to the Debtors' Plan and Disclosure Statement: * the Plan solicitation and confirmation process is fatally flawed. * the Insider Plan is patently non-confirmable. * the Disclosure Statement is incomplete and missing a substantial amount of information. * The proposed confirmation schedule is flawed and prejudicial to unsecured creditors. "The Insider Plan is, at its heart, designed to ensure that the Debtors' shareholders, Pace Development and its wholly-owned subsidiary, Pace Food Retail Co., Ltd convert their purported unsecured debt to reorganized equity -- whether or not such conversion is necessary or constitutes the best value-maximizing alternative available to the estates -- while proposing to cram down unsecured creditors. The United States Supreme Court has held that proposing such a plan violates the BankruptcyCode. Bank of Am. Nat'l Trust and Sav. Ass'n v. 203 N. LaSalle St. P'ship 526 U.S. 434, 442 (U.S. 1999)," the Committee said. Counsel for the Official Committee of Unsecured Creditors: George P. Angelich Jordana L. Renert ARENT FOX LLP 1301 Avenue of the Americas, Floor 42 New York, NY 10019 Telephone: (212) 484-3900 Facsimile: (212) 484-3990 E-mail: george.angelich@arentfox.com jordana.renert@arentfox.com - and - Justin A. Kesselman ARENT FOX LLP The Prudential Tower 800 Boylston Street, 32nd Floor Boston, MA 02199 Telephone: (617) 973-6102 Facsimile: (617) 722-4993 Email: justin.kesselman@arentfox.com About Dean & Deluca New York Dean & DeLuca New York, Inc., is a multi-channel retailer of premium gourmet and delicatessen food and beverage products under the Dean & DeLuca brand name. It traces its roots to the opening of the first Dean & DeLuca store in the Soho district of Manhattan, New York City by Joel Dean and Giorgio DeLuca in 1977. Affiliate Dean & DeLuca, Inc. was incorporated in Delaware in 1999. On Sept. 29, 2014, Pace Development Corporation, through its wholly owned subsidiary, Pace Food Retail Co., Ltd., acquired 100% of the shares of Dean & DeLuca, Inc. from its then shareholders. Dean & DeLuca New York and six affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-10916) on March 31, 2020. At the time of the filing, the Debtors had estimated assets of between $10 million and $50 million and liabilities of between $100 million and $500 million. The Debtors tapped Brown Rudnick LLP as their legal counsel, Stretto as claims and noticing agent, and Saul Ewing Arnstein & Lehr LLP as special counsel. The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in Debtors' bankruptcy cases. The committee is represented by Arent Fox, LLP. DEAN & DELUCA: Obtains More Time to Work With Disclosure Statement ------------------------------------------------------------------ Dawn McCarty of Bloomberg News reports that U.S. Bankruptcy Judge Michael E. Wiles gave lawyers for Dean & DeLuca Inc. and the creditors committee extra time to resolve issues regarding language contained in the disclosure statement. Judge Wiles approved Dean & DeLuca's request to extend the exclusive period to file a Chapter 11 plan and disclosure statement. The committee received approval to include a letter as part of official court disclosure documents available for creditors to decide how to vote on the plan. A hearing has been scheduled for Friday, Oct. 2, 2020. About Dean & Deluca New York Inc. Dean & DeLuca New York, Inc., is a multi-channel retailer of premium gourmet and delicatessen food and beverage products under the Dean & DeLuca brand name. It traces its roots to the opening of the first Dean & DeLuca store in the Soho district of Manhattan, New York City by Joel Dean and Giorgio DeLuca in 1977. Affiliate Dean & DeLuca, Inc. was incorporated in Delaware in 1999. On Sept. 29, 2014, Pace Development Corporation, through its wholly owned subsidiary, Pace Food Retail Co., Ltd., acquired 100% of the shares of Dean & DeLuca, Inc. from its then shareholders. Dean & DeLuca New York and six affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-10916) on March 31, 2020. At the time of the filing, the Debtors had estimated assets of between $10 million and $50 million and liabilities of between $100 million and $500 million. The Debtors tapped Brown Rudnick LLP as their legal counsel, Stretto as claims and noticing agent, and Saul Ewing Arnstein & Lehr LLP as special counsel. The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in Debtors' bankruptcy cases. The committee is represented by Arent Fox, LLP. DESIGN REFRIGERATION: Oct. 1 Plan Confirmation Hearing Set ---------------------------------------------------------- On Aug. 13, 2020, the U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, conducted a hearing to consider approval of the Disclosure Statement filed by Design Refrigeration and Air Conditioning Company. On August 14, 2020, Judge Paul G. Hyman, Jr. approved the Disclosure Statement and ordered that: * Oct. 1, 2020 at 9:30 a.m. is the telephonic hearing to consider confirmation of the Plan of Reorganization. * Sept. 10, 2020 is fixed as the last day for filing and serving Fee Applications. * Sept. 17, 2020 is fixed as the last day for filing and serving objections to confirmation of the Plan. * Sept. 17, 2020 is fixed as the last day for filing a ballot accepting or rejecting the plan. A full-text copy of the order dated August 14, 2020, is available at https://tinyurl.com/yxzhefa6 from PacerMonitor.com at no charge. The Debtor is represented by: Chad Van Horn, Esq. Van Horn Law Group, P.A. 330 N. Andrews Ave., Suite 450 Fort Lauderdale, Florida 33301 Telephone: (954) 765-3166 Facsimile: (954) 756-7103 E-mail: Chad@cvhlawgroup.com About Design Refrigeration and Air Conditioning Company Design Refrigeration and Air Conditioning Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-23643) on Oct. 11, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of less than $500,000. Judge John K. Olson oversees the case. Van Horn Law Group, P.A., is the Debtor's legal counsel. DIXON PAVING: Court Conditionally Approves Disclosure Statement --------------------------------------------------------------- Judge David M. Warren has ordered that the Disclosure Statement of Dixon Paving, Inc, is conditionally approved. The hearing on confirmation of the plan is scheduled on Thursday, Oct. 8, 2020 at 11:00 AM in 300 Fayetteville Street, 3rd Floor Courtroom, Raleigh, NC 27601. Oct. 1, 2020 is fixed as the last day for filing and serving written objections to the disclosure statement. Oct. 1, 2020 is fixed as the last day for filing and serving written objections to confirmation of the plan. Oct. 1, 2020 is fixed as the last day for filing written acceptances or rejections of the plan. On or before Aug. 21, 2020, the plan proponent must transmit the disclosure statement and the plan, this order, and official form 14 (ballot for accepting and rejecting the plan), to all creditors, equity security holders. About Dixon Paving Based in Raleigh, North Carolina, Dixon Paving, Inc., is a commercial paving and milling company. Dixon Paving filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.C. Case No. 20-00656) on Feb. 14, 2020. At the time of the filing, the Debtor was estimated to have $1 million to $10 million in liabilities. Judge David M. Warren oversees the case. The Debtor's counsel is Trawick H. Stubbs, Jr., Esq., at Stubb & Perdue, P.A. DUNCAN MORGAN: Has Until Oct. 2 to File Plan & Disclosures ---------------------------------------------------------- Judge David M. Warren has entered an order within which the deadline for Kevin L. Sink, Chapter 11 Trustee, to file a Plan of Reorganization and Disclosure Statement for Debtor Duncan Morgan, LLC shall be October 2, 2020. A full-text copy of the order dated August 13, 2020, is available at https://tinyurl.com/y2pw443a from PacerMonitor.com at no charge. About Duncan Morgan Duncan Morgan LLC is primarily engaged in renting and leasing real estate properties. Duncan Morgan sought Chapter 11 protection (Bankr. E.D.N.C. Case No. 19-03113) on Oct. 10, 2019. The Debtor was estimated to have $1 million to $10 million in assets and liabilities as of the bankruptcy filing. The Hon. David M. Warren is the case judge. J.M. Cook, Esq., is the Debtor's counsel. Kevin L. Sink was appointed as Chapter 11 trustee on Aug. 21, 2019. The Chapter 11 Trustee can be reached at: Kevin L. Sink NICHOLLS & CRAMPTON, PA. P.O. Box 18237 Raleigh, NC 27619 Telephone: 919-781-1311 Facsimile: 919-782-0465 E-mail: ksink@nichollscrampton.com On Dec. 31, 2019, the Court appointed Jeff Horton of Allen Tate Realty as the realtor for the Trustee. ECHO ENERGY: Unsecureds Will Get Pro Rata Share of Available Assets ------------------------------------------------------------------- Echo Energy Partners I, LLC, submitted a Plan and a Disclosure Statement. On August 14, 2020, the Debtor filed its Chapter 11 Plan of Liquidation for Echo Energy Partners I, LLC, which proposes to distribute the Debtor's assets' including proceeds from the sale of substantially all of its oil and gas assets, to its creditors and for the Reorganized Debtor to liquidate the Debtor’s remaining assets, and wind-down its affairs. Pursuant to the terms of the Plan and the Plan Administration Agreement, a Plan Administrator will distribute the net proceeds of the sale of substantially all oil and gas assets, as well the proceeds from any other Assets to Creditors in order of the priority of their Claims. Under the Plan, all Allowed Administrative Claims, all Allowed Priority Tax Claims, and all Priority Claims shall be paid in full on or promptly after the Effective Date. Holders of Other Secured Claims will either, in accordance with the priority of such Other Secured Claim with respect to the collateral securing such claim: (i) be paid up to the extent of such Other Secured Claim; or (ii) receive their collateral, without representation of warranty. The Allowed Prepetition Lenders' Secured Claims will be paid the Cash proceeds of the collateral securing the Prepetition Secured Lenders' Claim. General Unsecured Claims will receive their pro rata share of the Available Assets after payment of Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Priority Claims, Allowed Other Secured Claims, Allowed Prepetition Lenders' Secured Claims, and the payment of, or provision for, all other amounts payable under the Wind Down Budget. Holders of Allowed Interests against the Debtor will be cancelled and extinguished, and the holders of Interests shall not receive or retain any property or assets on account of their Interests. A full-text copy of the Disclosure Statement dated August 17, 2020, is available at https://tinyurl.com/y4f42on8 from PacerMonitor.com at no charge. Counsel for the Debtor: William A. (Trey) Wood III Jason G. Cohen BRACEWELL LLP 711 Louisiana, Suite 2300 Houston, Texas 77002 Telephone: (713) 223-2300 Facsimile: (713) 221-1212 E-mail: Trey.Wood@bracewell.com Jason.Cohen@bracewell.com About Echo Energy Partners I Echo Energy Partners I, LLC -- https://www.echoenergy.com/ -- is an upstream oil and gas firm that partners with financial institutions, pension funds, family offices, and high net worth individuals. It currently manages assets in the SCOOP, STACK, Midland, and Delaware basins in Oklahoma and Texas. Echo Energy Partners I sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-31920) on March 24, 2020. At the time of the filing, the Debtor was estimated to have assets of between $50 million and $100 million and liabilities of between $100 million and $500 million. Judge David R. Jones oversees the case. Debtor tapped Bracewell LLP as legal counsel; Stretto as claims agent and administrative advisor; and Opportune LLP as restructuring advisor. Gregg Laswell, a director at Opportune's subsidiary, Dacarba LLC, is Debtor's chief restructuring officer. ENGINEERED PROPULSION: $15M Short of Diesel Engine Delivery ----------------------------------------------------------- Jim Moore of AOPA reports that Engineered Propulsion Systems CEO Michael Fuchs told the U.S. Bankruptcy Court for the Western District of Wisconsin on August 5, 2020 that the company was $12 million to $15 million short of being able to deliver its clean-sheet aviation diesel to any customers, and Judge G. Michael Halfenger signed on August 10 an order allowing EPS to meet its payroll obligations through Sept. 15 with borrowed funds, federal bankruptcy court records show. The August 10 order buys time for all concerned to make further arguments, and for EPS to seek additional investment and reorganization under Chapter 11, for which the company petitioned on July 29. Also on August 10, EPS issued a press release announcing the bankruptcy filing and recounting the revelation by company attorney James Sweet, at an August 4 shareholder meeting, that "Chinese and other foreign interests" had created a Delaware company with the same name, "intent on taking possession of EPS." Created in 2006 to build off a patent for an aviation diesel engine built around a graphite block, EPS offered a tantalizing prospect: A very efficient and powerful aviation powerplant, sizeable to serve very small aircraft up to the Cirrus SR22, or even larger applications. AOPA Editor in Chief Tom Haines counted himself among the impressed, writing in 2018: "With variants planned for between 320 and 420 horsepower, the engine would be an ideal choice for high-performance singles and cabin-class twins. While the beefy diesel will likely weigh more than an air-cooled avgas engine, its better fuel specifics will allow it to ultimately outperform conventional powerplants. That, combined with a planned 3,000-hour TBO and the ability to burn jet fuel, which is much cheaper than avgas in most of the world, could make it a winner." The U.S. Air Force also invested in the concept. A $2.99 million, two-year contract awarded in 2017 continued the federal investment in a powerplant being studied for both manned and unmanned applications at the Air Force Research Laboratory in Ohio. "Once the proof-of-concept is fully demonstrated, it will be considered for use in several Air Force manned platforms," the Air Force laboratory noted in 2017. "Designers will also work to scale the engine down to a smaller variant, better sized for current Air Force unmanned aircraft." Fuchs filed a sworn declaration August 5 supporting the company's request for the court's approval to accept a $1.1 million "debtor in possession" loan, and use it to meet the firm's payroll and tax obligations through September 15 pending further proceedings. Fuchs warned that the intellectual property (the company’s most valuable potential asset) would become worthless in the absence of immediate financing. Engineered Propulsion Systems stirred excitement and won military research contracts with its aviation diesel engine design. Photo courtesy of EPS. "The development stage at which the IP is currently situated requires somewhere between $12 million and $15 million in additional development, testing, and certification costs to move the IP from theory to a product that could be produced and sold," Fuchs said in the sworn declaration. The company noted in the August 10 news release that "EPS had expended more than $60 million in private shareholder investment, as well as state and [U.S.] Air Force grants seeking certification of its revolutionary engine with both civil and military applications." Fuchs told the bankruptcy court August 5 that an offer to be presented "in the next week is from a buyer that understands the additional development costs it will take to create value in the IP, and has, accordingly, offered enough for the IP to pay for the bank and state development debt, plus an amount to maintain operations until a sale can be closed." The news release identifies Delaware-based "EPS Engineered Propulsion Systems, LLC" as the debtor in possession lender, and states that company is in the process of preparing a bid to assume all assets of the company. A search of Delaware state business records available online returned one result, for "Engineered Propulsion Systems, Inc." with a state file number listed, but no additional information about the company was available, and the link to that file number was inoperative. Aviation analyst and business consultant Brian Foley of Brian Foley Associates said in a telephone interview that the potential loss of the engine that EPS created is lamentable. "The engine itself had a lot of promise. I think it was a sound design," Foley said. "It's just a shame that the U.S. investment community didn’t get behind that." Indeed, Fuchs' August 5 statement to the bankruptcy court details an exhaustive, frantic search for venture capital: "In the months leading up to the filing, Officers and Board Members have been diligently and endlessly contacting potential leads of existing, interested investors, VC firms, industry clients, and competitors with mixed interest levels," Fuchs wrote to the court. "The interactions with a major VC group ended with EPS scoring favorably and demonstrating satisfactory returns on investment as a result of the due diligence process, as communicated to us by this VC group. Nevertheless, the VC group did not extend any formal offer to EPS, but instead proceeded with more favorable and risk-reduced transactions as a result of the COVID-19 pandemic, as they acquired established companies in distress, rather than our research and development start-up." "Additionally, other potential investment leads died due to the very challenging financial and capital structure of the company,” Fuchs told the court." About Engineered Propulsion Systems Engineered Propulsion Systems, Inc., was formed to develop, manufacture, and market aircraft engines and engine parts. Engineered Propulsion Systems, Inc., based in New Richmond, WI, filed a Chapter 11 petition (Bankr. W.D. Wis. Case No. 20-11957) on July 29, 2020. In the petition signed by Michael Fuchs, president, the Debtor was estimated to have $100 million to $500 million in assets and $10 million to $50 million in liabilities. STEINHILBER SWANSON LLP, serves as bankruptcy counsel to the Debtor. ENGINEERED PROPULSION: Files for Chapter 11 Bankruptcy Protection ----------------------------------------------------------------- Wisconsin-based aviation engine developer Engineered Propulsion Systems (EPS) has filed for Chapter 11 bankruptcy. Kate O'Connor writing for AV Web reports that according to a petition submitted to the Western District of Wisconsin bankruptcy court on July 29, "there are currently no investors willing to continue to support the ongoing operations of the Company outside of a restructuring process" and it is "at imminent risk of running out of cash and ceasing operations." The company has been developing the general aviation oriented clean-sheet Graflight V-8 engine, which it introduced in 2010. The 320- to 450-HP Graflight V-8 is a 4.3L flat vee capable of operating on diesel, jet fuel and kerosene. Engine features include an electronic control system and common rail fuel system, one electronic and three mechanical vibration control mechanisms, steel crank case and pistons, and single-lever operation. The Graflight V-8 flew for the first time in May 2014 and EPS debuted the production model at Aero Friedrichshafen in April 2019. As previously reported by AVweb, the company announced last year that it was in the process of conducting environmental and block testing for type certification credit on the engine. About Engineered Propulsion Systems Engineered Propulsion Systems, Inc., was formed to develop,manufacture, and market aircraft engines and engine parts. Engineered Propulsion Systems, Inc., based in New Richmond, WI, filed a Chapter 11 petition (Bankr. W.D. Wis. Case No. 20-11957) on July 29, 2020. In the petition signed by Michael Fuchs, president, the Debtor was estimated to have $100 million to $500 million in assets and $10 million to $50 million in liabilities. STEINHILBER SWANSON LLP serves as bankruptcy counsel to the Debtor. ENVIRO-SAFE REFRIGERANTS: Oct. 1 Plan Confirmation Hearing Set -------------------------------------------------------------- On June 22, 2020, Enviro-Safe Refrigerants, Inc., filed with the U.S. Bankruptcy Court for the Central District of Illinois a First Amended Disclosure Statement and First Amended Plan of Reorganization. On Aug. 11, 2020, Judge Thomas L. Perkins approved the Amended Disclosure Statement and ordered that: * Sept. 21, 2020 is fixed as the last day for creditors to return a ballot accepting or rejecting the First Amended Plan. * Sept. 28, 2020, is fixed as the last day for the Debtor’s counsel to file a Report of Balloting reporting on the voting by Class and indicating whether there is an impaired accepting Class of creditors. * Sept. 28, 2020, is fixed as the last day for filing written objections to the First Amended Plan of Reorganization. * Oct. 1, 2020 at 10:00 a.m. is the hearing to consider confirmation of the First Amended Plan and any objections thereto. A full-text copy of the order dated August 11, 2020, is available at https://tinyurl.com/y48t5vu5 from PacerMonitor.com at no charge. About Enviro-Safe Refrigerants Headquartered in Pekin, Illinois, Enviro-Safe Refrigerants Inc. -- http://www.es-refrigerants.com/-- provides refrigerant and support fluids. Its products include air conditioning tools, automotive fluids, green gas and industrial supplies. Enviro-Safe Refrigerants filed for Chapter 11 bankruptcy protection (Bankr. C.D. Ill. Case No. 17-80827) on June 5, 2017. In the petition signed by Julie C. Price, president, the Debtor was estimated to have assets and liabilities of between $1 million and $10 million. Judge Thomas L. Perkins oversees the case. Sumner Bourne, Esq., at Rafool, Bourne & Shelby, P.C., serves as the Debtor's bankruptcy counsel. On July 11, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee tapped Armstrong Teasdale LLP as counsel. EVCO HOMES: Hires Guerra Days as Special Counsel ------------------------------------------------ Evco Homes, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ Guerra Days Law Group, PLLC, as special counsel to the Debtor. Evco Homes requires Guerra Days to represent the Debtor in a real estate transaction where the Debtor purchased real property and improvements located at 1121 Gruene Rd., New Braunfels, TX, from Shana Cusak. The Debtor asserts that misrepresentation regarding the property's utilities were made by the Seller. Guerra Days will be paid at these hourly rates: Attorneys $250 Paralegals $125 Guerra Days will be paid a retainer in the amount of $5,000. Guerra Days will also be reimbursed for reasonable out-of-pocket expenses incurred. Rick Guerra, a partner of Guerra Days Law Group, 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. Guerra Days can be reached at: Rick Guerra, Esq. GUERRA DAYS LAW GROUP, PLLC 2929 Mossrock, Suite 111 San Antonio, TX 78230 Tel: (210) 446-0102 About Evco Homes EVCO Homes LLC sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 20-51049) on June 1, 2020. The petition was signed by Misha McCauley, the Debtor's managing member. At the time of the filing, Debtor disclosed assets of $1 million to $10 million and liabilities of the same range. Judge Ronald B. King oversees the case. Langley & Banack, Inc., is the Debtor's counsel. Guerra Days Law Group, PLLC, as special counsel. EXIDE HOLDINGS: Unsec. Creditors to be Paid in Full in Joint Plan ----------------------------------------------------------------- Exide Holdings, Inc. and its Affiliated Debtors filed with the U.S. Bankruptcy Court for the District of Delaware a Disclosure Statement describing Joint Chapter 11 Plan dated August 11, 2020. Class 7 consists of General Unsecured Claims against the Debtors. Each holder of Allowed General Unsecured Claim shall receive its Pro Rata share of (A) the GUC Trust Beneficial Interests, and (B) Net Cash Proceeds after the ABL Claims, Exchange Priority Notes Claims, and First Lien Notes Claims are satisfied in full in accordance with the Plan, until all Allowed General Unsecured Claims are satisfied in full in Cash. Class 10 consists of Holdings Equity Interests. Each such holder shall receive the following treatment: (i) on the Effective Date, all Holdings Equity Interests shall be cancelled and one share of Holdings common stock shall be issued to the Plan Administrator to hold in trust as custodian for the benefit of the former holders of Holdings Stock consistent with their former relative priority and economic entitlements and the Single Share shall be recorded on the books and records maintained by the Plan Administrator; (ii) each former holder of a Holdings Stock shall neither receive nor retain any property of the Estate or direct interest in property of the Estate on account of such Holdings Stock; provided, that in the event that all Allowed Claims have been satisfied in full in accordance with the Bankruptcy Code and the Plan, each former holder of a Holdings Stock may receive its share of any remaining assets of Holdings consistent with such holder's rights of payment existing immediately prior to the Commencement Date unless otherwise determined by the Plan Administrator, on the date that Holdings' Chapter 11 Case is closed in accordance with Section 5.16 of the Plan, the Single Share issued on the Effective Date shall be deemed cancelled and of no further force and effect provided that such cancellation does not adversely impact the Debtors' Estates; and (iii) the continuing rights of former holders of Holdings Stock will be nontransferable except (A) by operation of law or (B) for administrative transfers where the ultimate beneficiary has not changed, subject to the Plan Administrator’s consent. The Debtors and the Plan Administrator, as applicable, shall fund Distributions under this Plan with the aggregate consideration comprised of (i) the Sale Transaction Proceeds, (ii) Cash on hand, and (iii) the Global Settlement Payments. The GUC Trust shall be established to administer certain post-Effective Date responsibilities under the Plan with respect to the GUC Trust Assets and General Unsecured Claims, including, but not limited to, resolving outstanding Disputed General Unsecured Claims and making distributions to holders of Allowed General Unsecured Claims in accordance with the Plan. A full-text copy of the joint plan dated August 11, 2020, is available at https://tinyurl.com/y3zl62zc from PacerMonitor at no charge. Attorneys for Debtors: WEIL, GOTSHAL & MANGES LLP Ray C. Schrock, P.C. Sunny Singh 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 - and - RICHARDS, LAYTON & FINGER, P.A. Daniel J. DeFranceschi Zachary I. Shapiro One Rodney Square 920 N. King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 About Exide Holdings Founded in 1888 and headquartered in Milton, Ga., Exide Holdings, Inc. -- https://www.exide.com/ -- is a stored electrical energy solutions company and a producer and recycler of lead-acid batteries. Across the globe, Exide batteries power cars, boats, heavy duty vehicles, golf carts, powersports, and lawn and garden applications. Its network power solutions deliver energy to vast telecommunication networks in need of uninterrupted power supply. Exide Technologies first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002, and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013 and emerged from bankruptcy in 2015. In the 2013 case, Exide tapped Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant. The official creditors committee retained Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co-counsel, and Zolfo Cooper, LLC served as its bankruptcy consultants and financial advisors. Exide Holdings and its affiliates, including Exide Technologies LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11157) on May 19, 2020. Exide Holdings was estimated to have $500 million to $1 billion in assets and $1 billion to $10 billion in liabilities. In the newest Chapter 11 case, Weil, Gotshal & Manges LLP is serving as legal counsel to Exide, Houlihan Lokey is serving as investment banker, and Ankura is serving as financial advisor. Richards, Layton & Finger, P.A., is the local counsel. Prime Clerk LLC is the claims agent, maintaining the page https://cases.primeclerk.com/Exide2020/ EXIDE HOLDINGS: Westchester Fire Questions 'Global Settlement' -------------------------------------------------------------- Westchester Fire Insurance Company objects to the Motion of Exide Holdings, Inc. and its Debtor Affiliates for Entry of an Order Conditionally Approving the Disclosure Statement. Westchester objects to the Disclosure Statement and the Disclosure Statement Motion on the basis that both documents rely upon and recite the alleged terms of a "Global Settlement" that is not presently in existence. There is no "Global Settlement" until a formal written settlement agreement is crafted and signed by the parties. Westchester requests that the Court only approve the Disclosure Statement Motion and conditionally approve the Disclosure Statement reserving all rights of the parties with respect to the confidentiality of the mediation and subsequent negotiations and with respect to the terms of any settlement. A full-text copy of Westchester's objection dated August 13, 2020, is available at https://tinyurl.com/yx9o8efa from PacerMonitor.com at no charge. Attorneys for Westchester Fire: MCELROY, DEUTSCH, MULVANEY & CARPENTER, LLP Gary D. Bressler Michael R. Morano 300 Delaware Avenue, Suite 770 Wilmington, DE 19801 Tel: (302) 300-4510 Fax: (302) 654-4031 - and - MANIER & HEROD, P.C. Sam H. Poteet, Jr. Michael E. Collins Robert W. Miller 1201 Demonbreun St., Suite 900 Nashville, TN 37203 Telephone: (615) 742-9350 Facsimile: (615) 242-4203 E-mail: mcollins@manierherod.com About Exide Holdings Founded in 1888 and headquartered in Milton, Ga., Exide Holdings, Inc. -- https://www.exide.com/ -- is a stored electrical energy solutions company and a producer and recycler of lead-acid batteries. Across the globe, Exide batteries power cars, boats, heavy duty vehicles, golf carts, powersports, and lawn and garden applications. Its network power solutions deliver energy to vast telecommunication networks in need of uninterrupted power supply. Exide Technologies first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002, and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013 and emerged from bankruptcy in 2015. In the 2013 case, Exide tapped Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant. The official creditors committee retained Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co-counsel, and Zolfo Cooper, LLC served as its bankruptcy consultants and financial advisors. Exide Holdings and its affiliates, including Exide Technologies LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11157) on May 19, 2020. Exide Holdings was estimated to have $500 million to $1 billion in assets and $1 billion to $10 billion in liabilities. In the newest Chapter 11 case, Weil, Gotshal & Manges LLP is serving as legal counsel to Exide, Houlihan Lokey is serving as investment banker, and Ankura is serving as financial advisor. Richards, Layton & Finger, P.A., is the local counsel. Prime Clerk LLC is the claims agent, maintaining the page https://cases.primeclerk.com/Exide2020/ FIRSTENERGY CORP: Faces More Columbus Bribery Scandal Lawsuits -------------------------------------------------------------- Jim Mackinnon of Beacon Journal reports that the lawsuits against FirstEnergy Corp. continue to climb. Two class action lawsuits were filed in August, with one on August 7, 2020, in federal court in Cleveland that alleges share prices dropped drastically because of wrongdoing by the Akron electric utility tied to a $60 million bribery and racketeering scheme in Columbus. These two new lawsuits join others previously filed in various courts since the scandal broke on July 21, 2020 when federal agents arrested then-Ohio House Speaker Larry Householder. Also arrested were four other men who included lobbyists for FirstEnergy and former subsidiary Energy Harbor, previously called FirstEnergy Solutions. Friday's 32-page shareholder lawsuit filed by California resident Jennifer Miller argues, like others, that FirstEnergy senior executives and board members breached their fiduciary duty, "were unjustly enriched, wasted corporate assets," and violated provisions of the Securities and Exchange Act of 1934. Miller is identified as being a FirstEnergy shareholder since 1999 who, at the time of the lawsuit filing, owned 812 shares of stock in the company. The second lawsuit, filed Aug. 5 in federal court in Columbus, differs from the shareholder complaints by alleging that Brian Hudock and Cameo Countertops Inc., both in Lucas County in Northwest Ohio, were injured by being forced to pay monthly surcharges on their electric bills that are tied to the scandal. The 41-page class action lawsuit alleges violations of the Federal Racketeer Influenced and Corrupt Organization, or RICO, Act, the Ohio Corrupt Activity Act, and civil conspiracy. Both lawsuits heavily draw upon the lengthy criminal complaint and affidavit that led to the arrest of Householder and the four other men. According to court documents, federal agents allege that FirstEnergy and the former FirstEnergy Solutions funneled as much as $61 million to Householder and the others they arrested to support and defend what was called House Bill 6, a law designed to prop up two aging nuclear power plants owned and operated by the former FirstEnergy Solutions. HB6, which was signed into law, created a monthly surcharge on consumer bills that would provide more than $1 billion in subsidies spread over years to the two nuclear plants. FirstEnergy Solutions in 2018 filed for Chapter 11 bankruptcy, emerging in February this year as Akron-based independent company Energy Harbor. FirstEnergy now faces at least six lawsuits with these latest two filings tied to the Householder investigation. FirstEnergy has previously said that it will not comment on pending litigation. FirstEnergy's share price fell 45% within hours of the July arrests, according to the lawsuits. Shares have since rebounded slightly; the price is down 39% since Jan. 1; over 52 weeks shares have ranged from a low of $22.85 to a high of $52.52. Also as result of the arrests and criminal complaint, the Ohio House on July 30 unanimously voted out Householder as speaker. Householder still retains his House seat. About FirstEnergy Corp. FirstEnergy Corp. (NYSE: FE), through its subsidiaries, generates, transmits, and distributes electricity in the United States. The Company operates through Regulated Distribution and Regulated Transmission segments. It was founded in 1996 and is headquartered in Akron, Ohio. About FirstEnergy Solutions Akron, Ohio-based FirstEnergy Solutions, Corp. (FES) is a subsidiary of FirstEnergy Corp (NYSE:FE). FES -- http://www.firstenergycorp.com/-- provides energy-related products and services to retail and wholesale customers; and owns and operates 5,381 MWs of fossil generating capacity through its FirstEnergy Generation subsidiaries. FES also owns 4,048 MWs of nuclear generating capacity through its FirstEnergy Nuclear Generation subsidiary. Nuclear generating plants are operated by FirstEnergy Nuclear Operating Company (FENOC), which is a separate subsidiary of FirstEnergy Corp. On March 31, 2018, FirstEnergy Solutions and 6 affiliates, including FENOC, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 18-50757). The cases are pending before the Honorable Judge Alan M. Koschik and their cases be jointly administered under Case No. 18-50757. Parent company, First Energy Corp. and its other subsidiaries, including its regulated subsidiaries, are not part of the filing and will not be subject to the Chapter 11 process. First Energy Corp. listed $42.2 billion in total assets against $4.07 billion in total current liabilities, $21.1 billion in long-term debt and other long-term obligations and $13.1 billion in non-current liabilities as of Dec. 31, 2017. The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy counsel; Brouse McDowell LPA as co-counsel; Lazard Freres & Co. as investment banker; Alvarez & Marsal North America, LLC, as restructuring advisor and Charles Moore as chief restructuring officer; and Prime Clerk as claims and noticing agent. The Debtors also tapped Willkie Farr & Gallagher LLP, Hogan Lovells US LLP and Quinn Emanuel Urquhart & Sullivan, LLP as special counsel. The U.S. Trustee for Region 9 appointed an official committee of unsecured creditors on April 12, 2018. Milbank, Tweed, Hadley & McCloy LLP and Hahn Loeser & Parks LLP serve as counsel to the committee. The U.S. Bankruptcy Court for the Northern District of Ohio confirmed the Debtors' amended Chapter 11 plan on Oct. 16, 2019. The effective date of the amended joint Chapter 11 plan of reorganization of FirstEnergy Solutions Corporation and its debtor-affiliates occurred on Feb. 27, 2020. FITZ LAW GROUP: Unsecured Creditors Will Recover 100% of Claims --------------------------------------------------------------- The Fitz Law Group, LLC, filed a Plan and a Disclosure Statement. General unsecured creditors are classified in classes 6 and will receive a distribution of 100% of their allowed claims. Creditors will receive quarterly payment of $12,655.30. Payments beginning in month 1 and ending month 84 and may recover 100% of claims. Payments and distributions under the Plan will be funded by the managing member, Nicholas P. Fitz, is the Debtor in the related case 20-3792. The Plan in 20-3792 providing for 100% payment of the same debt to The Cadle Company which is The Fitz Law Group, LLC's only creditor. A full-text copy of the Disclosure Statement dated August 17, 2020, is available at https://tinyurl.com/y64xpk5k from PacerMonitor.com at no charge. About The Fitz Law Group The Fitz Law Group, LLC, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 20-07513) on March 16, 2020. The Debtor's counsel is Paul C. Sheils, Esq. FLUID END: Seeks Court Approval to Tap RSM US as Accountant ----------------------------------------------------------- Fluid End Sales, Inc., d/b/a Five Star Rig & Supply Co., Inc., seeks approval from the U.S. Bankruptcy Court for the Western District of Oklahoma to employ RSM US LLP as accountant. The firm will render these professional services to the Debtor: (a) Preparation of tax returns and tax reporting documents; (b) General tax advice; (c) General accounting services; and (d) Assistance with any audits. In the 90 days prior to August 20, 2020, RSM was paid $2,125.00 by the Debtor. The current hourly rate charged by RSM ranges from $200 to $590. The anticipated blended rate for the work performed for the Debtor is $225. David Selliman, a senior director in the firm of RSM US LLP, disclosed in court filings that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: David Selliman RSM US LLP 210 Park Ave., Suite 1725 Oklahoma City, OK 73102 Telephone: (405) 239-7961 About Fluid End Sales Fluid End Sales, Inc., which conducts business under the name Five Star Rig & Supply Co., Inc., is an Oklahoma-based company that is engaged in the business of wholesale distribution of construction or mining cranes, excavating machinery and equipment. Fluid End Sales, Inc. filed a voluntary petition with this Court pursuant to Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 20-12777) on August 20, 2020. The petition was signed by Jason Clayton, president. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Janice D. Loyd oversees the case. The Debtor tapped Clayton D. Ketter, Esq., at Phillips Murrah P.C. as counsel and RSM US LLP as accountant. FLYWHEEL SPORTS: Files for Chapter 7 Bankruptcy, Closes All Studios ------------------------------------------------------------------- Pamela Kufahl of Club Industry reports that Flywhehell on Sept. 14, 2020, Flywheel Sports Inc. closed its 42 studios, laid off its 1,200 employees and filed for Chapter 7 bankruptcy in U.S. Bankruptcy Court in New York. Chapter 7 bankruptcy is a liquidation of a company unlike Chapter 11, which is a reorganization of a company. Gold's Gym International, 24 Hour Fitness and Town Sports International have all filed for Chapter 11 reorganization since the COVID-19 pandemic with Gold's Gym emerging in July with a new owner. Founded in 2009, Flywheel grew to have 42 studios in California, Colorado, Florida, Georgia, Illinois, Massachusetts, New Jersey, New York, North Carolina, Pennsylvania, Washington state, and Washington, DC. In August 2019, Flywheel closed 11 of its underperforming studios in multiple markets. In 2017 Flywheel began marketing at-home bikes to consumers after at-home cycling brand Peloton proved its staying power. Peloton filed an infringement lawsuit against Flywheel claiming that Flywheel had used proprietary Peloton technology to stream classes and track performance on its FLY Anywhere bike. The companies settled the lawsuit with Flywheel acknowledging its use of Peloton’s technology. KLIM purchased a majority stake in Flywheel in April 2019 and began seeking a buyer for the company as it experienced financial difficulties, according to Bloomberg. In January, Town Sports International announced plans to buy Flywheel in a deal that was created to stem some of Town Sports' own financials woes, but that deal fell through in April 2020. About Flywheel Sports Flywheel Sports is a company that provides stadium cycling and precision training services. To promote its services, it engages in unsolicited SMS marketing sent en masse. According to PacerMonitor.com, New York-based Flywheel Sports, Inc., filed a Chapter 7 petition (Bankr. S.D.N.Y. Case No. 20-12158) on Sept. 14, 2020. The Debtor's counsel: Todd C. Meyers, Esq. Kilpatrick Townsend & Stockton LLP Tel: 404-815-6482 E-mail: tmeyers@kilpatricktownsend.com Flywheel was estimated to have $10 million to $50 million in liabilities and less than $50,000 in assets, according to its Chapter 7 filings. FOREVER 21: Asks Court to Rethink Ch. 7 Liquidation Order --------------------------------------------------------- Leslie A. Pappas of Bloomberg Law reports that Forever 21 Inc. is seeking to undo a court ruling that a Chapter 7 trustee liquidate the bankruptcy estate's remaining assets instead of allowing it to control its own liquidation under Chapter 11. The Bankruptcy watchdog called for the conversion of Chapter 11 to Chapter 7. Meanwhile, creditors with $47 million worth of claims opposed the conversion. The fashion retailer has sold most its business to a group of landlords since filing for Chapter 11 a year ago. Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware earlier this month ordered the case to convert from Chapter 11 to Chapter 7, accepting the U.S. Trustee's argument that the company's bankruptcy estate is unlikely to get a reorganization plan confirmed. About Forever 21 Inc. Founded in 1984, and headquartered in Los Angeles, Calif., Forever 21, Inc. -- http://www.forever21.com/-- is a fast fashion retailer of women's, men's and kids clothing and accessories and is known for offering the hottest, most current fashion trends at a great value to consumers. Forever 21 delivers a curated assortment of new merchandise brought in daily. Forever 21, Inc. and seven of its U.S. subsidiaries each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-12122) on Sept. 29, 2019. According to the petition, Forever 21 has estimated liabilities on a consolidated basis of between $1 billion and $10 billion against assets of the same range. As of the bankruptcy filing, the Debtors operated 534 stores under the Forever 21 brand in the U.S. and 15 stores under beauty and wellness brand, Riley Rose. The Debtors tapped Kirkland & Ellis LLP as legal advisor; Alvarez & Marsal as restructuring advisor; and Lazard as investment banker; and Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel. Prime Clerk is the claims agent. Andrew Vara, acting U.S. trustee for Region 3, appointed a committee of unsecured creditors on Oct. 11, 2019. The committee is represented by Kramer Levin Naftalis & Frankel LLP and Saul Ewing Arnstein & Lehr LLP. Counsel to the administrative agent under the Debtors' prepetition revolving credit facility and the Debtors' DIP ABL financing facility are Morgan, Lewis & Bockius LLP and Richards, Layton & Finger, PA. Counsel to the administrative agent under the Debtors' DIP term loan facility is Schulte Roth & Zabel LLP. FRANCHISE DYNAMICS: U.S. Trustee Says Disc. Statement Inadequate ---------------------------------------------------------------- The United States Trustee for the District of Arizona, Region 14 objects to the proposed Disclosure Statement filed by debtor Franchise Dynamics, LLC because it fails to include the following items: * A description of the Debtor's assets and their estimated value. * An adequate description of the present financial condition of the Debtor. Moreover, the Debtor has not filed Monthly Operating Reports for May, June, and July of 2020. * The estimated return to creditors in the event of a Chapter 7 liquidation. * The financial information relevant and necessary for a creditor to adequately decide whether to accept or reject the plan of reorganization. * The actual or projected value of items or monies to be recovered from preferences or voidable transfers and the Debtor's intentions and progress in making those recoveries. A full-text copy of the U.S. Trustee's objection to disclosure statement dated August 13, 2020, is available at https://tinyurl.com/y5upldtl from PacerMonitor.com at no charge. About Franchise Dynamics Franchise Dynamics, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-14302) on Nov. 8, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $500,001 and $1 million. Judge Paul Sala oversees the case. Jonathan P. Ibsen, Esq., at Canterbury Law Group, LLP, is the Debtor's bankruptcy counsel. FRASER'S BOILER: Hires Lewis Brisbois as Mediation Counsel ---------------------------------------------------------- Fraser's Boiler Service, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Washington to employ Lewis Brisbois Bisgaard & Smith, LLP, as mediation counsel to the Debtor. Fraser's Boiler requires Lewis Brisbois to evaluate personal injury product liability and negligence claims brought by plaintiffs against the Debtor, and participate with the client in mediation of those claims. Lewis Brisbois will be paid at these hourly rates: Attorneys $235 Associates $200 Paralegals $100 Lewis Brisbois will also be reimbursed for reasonable out-of-pocket expenses incurred. Jason Daywitt, partner of Lewis Brisbois Bisgaard & Smith, 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. Lewis Brisbois can be reached at: Jason Daywitt, Esq. LEWIS BRISBOIS BISGAARD & SMITH, LLP 888 SW Fifth Avenue, Suite 900 Portland, OR 97204 Tel: (971) 712-2818 Fax: (971) 712-2801 About Fraser's Boiler Service Headquartered in Olympia, Wash., Fraser's Boiler Service, Inc. is a boiler, tank and shipping container manufacturer. Fraser's Boiler Service sought chapter 11 protection (Bankr. W.D. Wash. Case No. 18-41245) on April 9, 2018, listing estimated assets at $10 million to $50 million and estimated liabilities at $50 million to $100 million. The petition was signed by David J. Gordon, president. Judge Brian D. Lynch oversees the case. The Debtor tapped Darren R Krattli, Esq., of Eisenhower Carlson PLLC, as its legal counsel. The Office of the U.S. Trustee appointed a committee of unsecured creditors on May 18, 2018. The committee is represented by Mark D. Waldron, Esq. FREEMAN MOBILE: Claims to Be Paid From Cash and Operating Income ---------------------------------------------------------------- Freeman Mobile Orthodontics, PLLC, et al. submitted a Joint Disclosure Statement. In 2018, Dr. Freeman's gross income was $83,775, $88,574 in 2019, and was $37,985 from January 1, 2020 through the Petition Date. Interstellar had no gross income in 2019 and 2020, and Interstellar's total gross income in 2018 was $868,037. In 2018, Freeman Mobile' gross income was $1,676,909, $961,858 in 2019, and was $305,507 from Jan. 1, 2020 through the Petition Date. In 2018, Freeman Orthodontics gross income was $2,190,922, $1,456,307 in 2019, and was $276,173 from January 1, 2020 through the Petition Date. In 2018, Holdings' gross income was $3,000, and Holdings had no gross income in 2019 and 2020. In 2018, Holdings II's gross income was $73,506, $68,492.76 in 2019, and was $16,074.87 from January 1, 2020 through the Petition Date. FWP Realty had no gross income from 2018 through the filing of the Petition. The Plan treats claims as follows: * Class 2 Allowed Secured Claim of BB&T against Dr. Freeman relating to the World Cat. This class is impaired. Class 2 consists of the Allowed Secured Claim of BB&T against Dr. Freeman as it relates to the World Cat. Dr. Freeman estimated on his Schedules that the claim totaled $130,012.10 and that the value of the World Cat was approximately $140,000. BB&T filed Proof of Claim No. 3 in the amount of $130,266.08. The Class 2 Claimholder shall be paid the approximate sum of $130,266.0819 over a period of 10 years, fully amortized, at an annual interest rate of 5.0%, for a monthly payment of $1,381.67, commencing on the first of the month following the Effective Date. * Class 3 Allowed Secured Claim of GM Financial against Dr. Freeman relating to a Chevrolet Bolt. This class is impaired. Class 3 consists of the Allowed Secured Claim of GM Financial against Dr. Freeman as it relates to the 2017 Chevrolet Bolt EV. Dr. Freeman estimated on his Schedules that the claim totaled $21,095.66 and that the value of said Chevrolet was approximately $13,263.00. GM Financial filed Proof of Claim No. 9 in the amount of $21,156.35. The Class 3 Claimholder shall be paid the Secured Class 3 Amount over a period of 5 years, fully amortized, at an annual interest rate of 5%, for a monthly payment of $250.29, commencing on the first of the month following the Effective Date. * Class 4 Allowed Secured Claims of Arvest Bank against Interstellar, Freeman Mobile, FWP Realty, and Dr. Freeman. This class is impaired. Arvest's total claims against the Debtors aggregate $4,522,696.36. Arvest Bank's Class 4 Claim shall be bifurcated into an Allowed Secured Claim in the amount of the net proceeds to be paid to Arvest Bank upon the sale of the Arkansas Property, which the Debtors estimate to be around $700,000, plus the value of the aforementioned vehicles being retained by the Debtors with a value of $55,000, and plus the $4,209 in assorted chattel (the "Secured Class 4 Amount") with the balance of approximately $3,763,487 to be treated as a general unsecured claim. * Class 5 Allowed Secured Claims of Ally Bank against Interstellar relating to Chevrolet Sparks. This class is impaired. Class 5 consists of the Allowed Secured Claims of Ally Bank against Interstellar with regard to certain motor vehicles. Ally Bank filed Proofs of Claim Nos. 2 and 3 in the amounts of $7,463 and $7,454. The Class 5 Claimholder shall be paid the Secured Class 5 Amount over a period of 5 years, fully amortized, at an annual fixed interest rate of 5%, for a monthly payment of $94.36, commencing on the first of the month following the Effective Date. * Class 7 Allowed Secured Claims of Woodforest against Interstellar and Freeman Mobile. This class is impaired. Interstellar and Freeman Mobile estimated on their Schedules that the claim totaled $6,865,0843. Woodforest filed POC No. 8 against Interstellar, Proof of Claim No. 6 against Freeman Mobile, Proof of Claim No. 41 against Freeman Orthodontics, and Proof of Claim No. 16 against Dr. Freeman in the amount of $7,228,968. The Class 7 Claimholder shall be paid by Freeman Mobile29 the Secured Class 7 Amount over a period of 7 years, fully amortized, at an annual fixed interest rate of 5%, for a monthly payment of $11,769.31, commencing on the first of the month following the Effective Date. * Class 8 Allowed Secured Claims of Ally Financial against Freeman Orthodontics relating to Chevrolet Sparks. This class is impaired. Class 8 consists of the Allowed Secured Claims of Ally Financial against Freeman Orthodontics. Ally Financial filed Proof of Claim Nos. 1 and 2 against Freeman Orthodontics in the amount of $8,521 and $8,218. In full satisfaction, settlement, and release of Ally Financial's Allowed Secured Claim, the Debtors returned the 2017 Chevrolet Spark VIN #: KL8CB6SA3HC840020 and the 2017 Chevrolet Spark VIN #: KL8CB6SA1HC731796. The balance of $5,738.80 shall be treated as a general unsecured claim. * Class 9 Allowed Secured Claim of Highland Capital against Freeman Orthodontics. This class is impaired. Class 9 consists of the Allowed Secured Claim of Highland Capital against Freeman Orthodontics, evidenced by POC 38-1, in the amount of $49,251. The Class 9 Claimholder shall be paid the Secured Class 9 Amount over a period of 5 years, fully amortized, at an annual fixed interest rate of 5%, for a monthly payment of $377.42, commencing on the first of the month following the Effective Date. * Class 10 Allowed Secured Claims of Bank of America against Holdings II, Freeman Orthodontics, Dr. Freeman, and Holdings I. This class is impaired. Bank of America filed Proof of Claim No. 46 against Freeman Orthodontics, Proof of Claim No. 20 against Dr. Freeman, Proof of Claim No. 4 against Holdings, and Proof of Claim No. 3 against Holdings II, all in the amount of $1,824,374. The Class 10 Claimholder shall be paid the Secured Class 10 Amount over a period of 120 consecutive monthly payments, at an annual interest rate of 5%, for a monthly payment of $10,607, commencing within thirty (30) days of the Plan Effective Date. * Class 11 Allowed Secured Claim of Francis E. McEvoy against FWP Realty relating to Second Position Mortgage on Arkansas Property. This class is impaired. Class 11 consists of the Allowed Secured Claim of Francis E. McEvoy against FWP Realty in the amount of $200,000 based on a second mortgage on the Arkansas Property. Francis E. McEvoy's Class 11 Claim will be bifurcated into an Allowed Secured Claim in the amount of $0 (the "Secured Class 11 Amount"), as the first mortgage held by Arvest (Class 4) exceeds the value of the subject property, with the balance of $200,000 to be treated as an unsecured claim. * Class 12 Allowed General Unsecured Claims against FWP Realty. This class is impaired. The Debtors estimate the aggregate amount of Class 12 general unsecured claims totals approximately $4,123,262.36. FWP Realty estimates that if these cases were converted to Chapter 7 cases, the holders of Class 12 Claims would not receive any distribution. If the Debtors’ Plan is confirmed, each holder of an Allowed general unsecured claim against FWP Realty shall share in a total estimated distribution of $0.00. * Class 13 Allowed General Unsecured Claims against Dr. Freeman. This class is impaired. Dr. Freeman estimates the aggregate amount of Class 13 general unsecured claims totals approximately $13,337,709.65. Dr. Freeman estimates that if these cases were converted to Chapter 7 cases, the holders of Class 13 Claims would not receive any distribution. If the Debtors’ Plan is confirmed, each holder of an Allowed general unsecured claim against Dr. Freeman shall share in a total distribution of $22,200 over a period of three years. Payments of $1,850 shall be distributed pro rata on a quarterly basis, commencing on the first of the month after the Effective Date. * Class 14 Allowed General Unsecured Claims against Interstellar. This class is impaired. The Debtors estimate the aggregate amount of Class 14 general unsecured claims totals approximately $13,172,917. Interstellar estimates that if these cases were converted to Chapter 7 cases, the holders of Class 14 Claims would not receive any distribution. If the Debtors’ Plan is confirmed, each holder of an Allowed general unsecured claim against Interstellar shall share pro rata in a total distribution of the amount of Interstellar’s projected disposable income to be received in the three-year period following the Effective Date. Interstellar projects this amount to be $54,000. Payments of $4,500 shall be distributed pro rata on a quarterly basis, commencing on the first of the month after the Effective Date. * Class 15 Allowed General Unsecured Claims against Freeman Mobile. This class is impaired. The Debtors estimate the aggregate amount of Class 15 general unsecured claims totals approximately $12,816,680. Freeman Mobile estimates that if these cases were converted to Chapter 7 cases, the holders of Class 15 Claims would not receive any distribution. If the Debtors' Plan is confirmed, each holder of an Allowed general unsecured claim against Freeman Mobile shall share pro rata in a total distribution of the amount of Freeman Mobile’s projected disposable income to be received in the three-year period following the Effective Date. Freeman Mobile projects this amount to be $54,000. Payments of $4,500 shall be distributed pro rata on a quarterly basis, commencing on the first of the month after the Effective Date. * Class 16 Allowed General Unsecured Claims against Freeman Orthodontics. This class is impaired. The Debtors estimate the aggregate amount of Class 16 general unsecured claims totals approximately $10,964,005. Freeman Orthodontics estimates that if these cases were converted to Chapter 7 cases, the holders of Class 16 Claims would not receive any distribution. If the Debtors' Plan is confirmed, each holder of an Allowed general unsecured claim against Freeman Orthodontics shall share pro rata in a total distribution of the amount of Freeman Orthodontics' projected disposable income to be received in the three-year period following the Effective Date. Freeman Orthodontics projects this amount to be $32,400. Payments of $2,700 shall be distributed pro rata on a quarterly basis, commencing on the first of the month after the Effective Date. * Class 17 Allowed General Unsecured Claims against Holdings. This class is impaired. The Debtors estimate the aggregate amount of Class 17 general unsecured claims totals approximately $1,832,740. Holdings estimates that if these cases were converted to Chapter 7 cases, the holders of Class 17 Claims would not receive any distribution. If the Debtors' Plan is confirmed, each holder of an Allowed general unsecured claim against Holdings shall share in a total estimated distribution of $0.00. * Class 18 Allowed General Unsecured Claims against Holdings II. This class is impaired. The Debtors estimate the aggregate amount of Class 18 general unsecured claims totals approximately $824,740. Holdings II estimates that if these cases were converted to Chapter 7 cases, the holders of Class 18 Claims would not receive any distribution. If the Debtors' Plan is confirmed, each holder of an Allowed general unsecured claim against Holdings II shall share in a total estimated distribution of $0.00. * Class 19 Equity Interests of Interstellar's Convertible Noteholders. This class is impaired. Debtor Interstellar borrowed approximately $6M in the form of convertible notes, with the vast majority of funds borrowed from the MacLellan Foundation, and with the remainder borrowed from individuals. Each convertible noteholder in Interstellar shall be given the original amount of equity calculated at the time of their investment. For example, if a holder invested $250,000 at a $50 million valuation, said convertible noteholder would have 0.5% equity. The Plan will be funded primarily by the Debtors’ Cash on hand as well as operating income. A full-text copy of the Joint Disclosure Statement dated August 17, 2020, is available at https://tinyurl.com/y5bjwaap from PacerMonitor.com at no charge. Attorneys for the Debtors Aaron A. Wernick, Esq. Wernick Law, PLLC 2255 Glades Road, Suite 324A Boca Raton, Florida 33431 Tel: (561) 613-8306 Fax: (561) 961-0922 E-mail: awernick@wernicklaw.com About Freeman Mobile Orthodontics Freeman Orthodontics is a Fort Lauderdale, Florida-based orthodontics specialist that provides cutting-edge, high quality and friendly orthodontic care to patients in different communities in Florida. It takes price in providing patients with specialized and personalized service because it recognizes the different needs of patients. It features the newest technological advances in dental industry like brackets, braces, clear aligners, accelerated orthodontics, and many more. Freeman Mobile Orthodontics PLLC and affiliate Freeman Orthodontics, P.A., sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 20-15408) on May 17, 2020. Affiliates Interstellar Disruption LLC, Freeman Holdings LLC, Freeman Holdings II LLC and FWP Realty Holdings also sought bankruptcy protection. On May 17, 2020, Christoper Scott Freeman, the lead orthodontics at the practice, also filed a personal Chapter 11 case. He disclosed $13 million in liabilities, including four bank loans worth $12.6 million. The Hon. Scott M. Grossman is the case judge. The Debtors hired Wernick Law, PLLC, as counsel. FRONTIER COMMUNICATIONS: Announces Secured 1st Lien Notes Offering ------------------------------------------------------------------ Frontier Communications Corporation (OTC: FTRCQ) announced Sept. 28, 2020, that it intends to offer $1.150 billion aggregate principal amount of First Lien Secured Notes due 2027 (the "First Lien Secured Notes") in a private transaction. Frontier Communications intends to use the proceeds from the offering, together with proceeds of the new first lien term loan facility, if any, and cash on hand to (i) repay in full the existing prepetition 8.000% First Lien Secured Notes due 2027 and (ii) pay related interest, fees and expenses incurred in connection therewith. The offering of First Lien Secured Notes is subject to market and other conditions. As previously disclosed, on April 14, 2020, Frontier Communications and certain of its subsidiaries commenced voluntary cases under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"). On August 21, 2020, the Bankruptcy Court confirmed Frontier Communications' plan of reorganization (the "Plan") for the resolution of the outstanding claims against and interests in Frontier Communications pursuant to section 1121(a) of the Bankruptcy Code. The implementation of the Plan is dependent upon a number of conditions typical in similar reorganizations, including the obtainment of regulatory approval. On September 17, 2020, the Bankruptcy Court issued a final order authorizing Frontier Communications to obtain debtor-in-possession financing, including approval for this offering. About Frontier Communications Frontier Communications Corporation (NASDAQ: FTR) offers a variety of services to residential and business customers over its fiber-optic and copper networks in 29 states, including video, high-speed internet, advanced voice, and Frontier Secure digital protection solutions. Frontier Communications Corporation and 103 related entities sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-22476) on April 14, 2020. Judge Robert D. Drain oversees the cases. The Debtors tapped Kirkland & Ellis LLP as legal counsel; Evercore as financial advisor; and FTI Consulting, Inc., as restructuring advisor. Prime Clerk is the claims agent, maintaining the page http://www.frontierrestructuring.com/and https://cases.primeclerk.com/ftr The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. The committee tapped Kramer Levin Naftalis & Frankel LLP as its counsel; Alvarez & Marsal North America, LLC as financial advisor; and UBS Securities LLC as investment banker. FRONTIER COMMUNICATIONS: Commences $1.65B Debt Sale to Exit Ch. 11 ------------------------------------------------------------------ Frontier Communications Corporation (OTC: FTRCQ) announced Sept. 28, 2020, that it intends to offer $1.150 billion aggregate principal amount of First Lien Secured Notes due 2027 (the "First Lien Secured Notes") in a private transaction. Frontier Communications intends to use the proceeds from the offering, together with proceeds of the new first lien term loan facility, if any, and cash on hand to (i) repay in full the existing prepetition 8.000% First Lien Secured Notes due 2027 and (ii) pay related interest, fees and expenses incurred in connection therewith. The offering of First Lien Secured Notes is subject to market and other conditions. As previously disclosed, on April 14, 2020, Frontier Communications and certain of its subsidiaries commenced voluntary cases under Chapter 11 of the United States Bankruptcy Code (“Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York. On August 21, 2020, the Bankruptcy Court confirmed Frontier Communications’ plan of reorganization for the resolution of the outstanding claims against and interests in Frontier Communications pursuant to section 1121(a) of the Bankruptcy Code. The implementation of the Plan is dependent upon a number of conditions typical in similar reorganizations, including the obtainment of regulatory approval. On September 17, 2020, the Bankruptcy Court issued a final order authorizing Frontier Communications to obtain debtor-in-possession financing, including approval for this offering. * * * Ilya Banares and Allison McNeely of Bloomberg News reports that Frontier Communications Corp. is kicking off a $1.65 billion debt sale to help finance its exit from bankruptcy, a major step in its efforts to emerge from Chapter 11 by early 2021. The wireline provider is selling $1.15 billion of secured notes due 2027 as well as a $500 million seven-year term loan, according to people with knowledge of the matter, who asked not to be identified as the details are private. The proceeds will repay Frontier's outstanding bonds due 2027, according to a statement, and both of the debt sales are expected to wrap up Thursday, October 1, 2020. About Frontier Communications Frontier Communications Corporation (NASDAQ: FTR) offers a variety of services to residential and business customers over its fiber-optic and copper networks in 29 states, including video, high-speed internet, advanced voice, and Frontier Secure digital protection solutions. Frontier Communications Corporation and 103 related entities sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-22476) on April 14, 2020. Judge Robert D. Drain oversees the cases. Debtors tapped Kirkland & Ellis LLP as legal counsel; Evercore as financial advisor; and FTI Consulting, Inc., as restructuring advisor. Prime Clerk is the claims agent, maintaining the page http://www.frontierrestructuring.com/and https://cases.primeclerk.com/ftr The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. The committee tapped Kramer Levin Naftalis & Frankel LLP as its counsel; Alvarez & Marsal North America, LLC as financial advisor; and UBS Securities LLC as investment banker. G WEALTH: Seeks Approval to Hire Reynolds Law as Legal Counsel -------------------------------------------------------------- G Wealth 88, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to employ Reynolds Law Corporation as its legal counsel. The firm will render these professional services to the Debtor: (a) Prepare and file complete schedules and statements in support of relief under Chapter 11 of the Bankruptcy Code; (b) Advise and represent the Debtor within the present Chapter 11 case; (c) Obtain employment of professionals as necessary for the proper administration of the estate and case; (d) Communicate with and negotiate as necessary with the creditors and other parties-of-interest in this case; (e) Obtain court authority for any and all actions necessary to the administration of the estate; (f) Propose and obtain confirmation of a Plan of Reorganization; and (g) All other actions necessary for the proper administration of the estate. The firm's services will be provided mainly by Stephen Reynolds, Esq., who will be paid at the rate of $350 per hour. Reynolds Law Corporation received a pre-bankruptcy retainer of $16,717, of which $5,217 was used for pre-bankruptcy legal fees and costs including the $1,717 court filing fee. Stephen Reynolds, Esq., disclosed in court filings that neither holds nor represents any interest adverse to Debtor's estate. The attorney can be reached at: Stephen M. Reynolds, Esq. Reynolds Law Corporation 424 2nd St., Ste. A Davis, CA 95616 Telephone: (530) 771-6049 Email: sreynolds@lr-law.net About G Wealth 88 Inc. G Wealth 88, Inc. sought protection under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 20-24356) on September 15, 2020. At the time of the filing, Debtor had estimated assets of between $50,001 and $100,000 and liabilities of less than $50,000. Stephen M. Reynolds, Esq., is Debtor's legal counsel. GARBANZO MEDITERRANEAN: Files for Chapter 11 to Sell Restaurant --------------------------------------------------------------- Jacob Kirn of St. Louis Business Journal reports that a restaurant chain, Garbanzo Mediterranean Fresh, with a location in Clayton has filed bankruptcy in St. Louis, the first such local filing amid the COVID-19 pandemic. Four entities associated with Garbanzo Mediterranean Fresh filed Chapter 11 "due to the unprecedented and sudden impact brought on by the coronavirus pandemic," said Rob Eggmann, the firm's attorney. He said the plan is to sell the main operating entity, which franchises locations of the fast-casual brand, as well as four franchises owned by the entities that filed. That includes the location at 8143 Maryland Ave. in Clayton. A Creve Coeur location, at 810 N. New Ballas Road, closed previously. Twenty-one Garbanzo franchises are not included in the bankruptcy cases, Eggmann said. He added that the restaurants will remain open during the court process. "Just as important, Garbanzo will seek immediate relief to enable it to maintain ordinary operations; to continue to make payments to its vendors and landlords; to pay its employees in the usual manner; and to honor the provisions of its ongoing commitments," Eggmann said. About Garbanzo Mediterranean Grill Garbanzo Mediterranean Grill, LLC and its affiliates, Garbanzo Mediterranean Fresh, LLC, Garbanzo Mediterranean Fresh Missouri, LLC and Garbanzo Mediterranean Grill Franchising, LLC, operate a chain of fast food restaurants offering Mediterranean cuisine. On Aug. 12, 2020, Garbanzo Mediterranean Grill and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Case No. 20-43963). Barry Levine, manager, signed the petitions. At the time of the filing, Garbanzo Mediterranean Grill had estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million; Garbanzo Mediterranean Grill Franchising had estimated assets of between $100,000 and $500,000 and liabilities of between $50,000 and $100,000; Garbanzo Mediterranean Fresh had estimated assets of between $500,000 and $1 million and liabilities of less than $50,000; and Garbanzo Mediterranean Fresh Missouri had estimated assets of less than $50,000 and liabilities of between $100,000 and $500,000. Judge Barry S. Schermer oversees the cases. Carmody MacDonald P.C. is the Debtors' legal counsel. GDS TRANSPORT: Taps Fishman Jackson as Special Counsel ------------------------------------------------------ GDS Transport, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Marcos G. Ronquillo and the firm Fishman, Jackson Ronquillo, PLLC as its special counsel. The Debtor desires to employ Mr. Ronquillo and the firm to advise and represent the Debtor in a state court lawsuit or arbitration against MV Transportation, Inc. and MV Contract Transportation, Inc. Mr. Ronquillo and the firm's members will be retained at reduced hourly rates as follows: Marcos G. Ronquillo $425 Mark Ralston $400 Steve Shaver $400 Paralegals $125 - $175 In addition, the Debtor will reimburse Mr. Ronquillo and the firm for reasonable and necessary out-of-pocket expenses. The compensation and expenses incurred in this representation will be paid by Garry Castro, the Debtor's owner, including the initial retainer of $10,000. Marcos G. Ronquillo, Esq., disclosed in court filings that he and the firm are "disinterested persons" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Marcos G. Ronquillo, Esq. Fishman, Jackson Ronquillo, PLLC Three Galleria Tower 13155 Noel Road, Suite 700-LB 13 Dallas, TX 75240 Telephone: (972) 419-5500 Facsimile: (972) 419-5501 Email: mgronquillo@fjrpllc.com About GDS Transport GDS Transport -- https://logisticorpgroup.com/ -- is part of Logisticorp Group -- a full-service logistics, transportation, supply chain and fleet services company servicing customers globally. It serves as an end-to-end deployment partner delivering core supply chain services and warehouse management services. GDS Transport, LLC, filed its voluntary petition under Chapter 11 of the Bankruptcy Court (Bankr. N.D. Tex. Case No. 20-41765) on May 15, 2020. In the petition signed by Thomas Thacker, president, Debtor disclosed $4,685,801 in assets and $3,837,395 in liabilities. Judge Mark X. Mullin oversees the case. Debtor has tapped James & Haughland P.C. as its bankruptcy counsel and Fishman, Jackson Ronquillo, PLLC as its special counsel. GNC HOLDINGS: Oct. 12 Plan Confirmation Hearing Set --------------------------------------------------- The hearing to consider confirmation of GNC Holdings, Inc.'s Plan will be on Oct. 12, 2020 at [_______] prevailing Eastern Time; provided, however, that the Confirmation Hearing may be continued from time to time by this Court or the Debtors without further notice to creditors or other parties in interest, other than an announcement at or before the Confirmation Hearing or any adjourned Confirmation Hearing or the filing of a notice or a hearing agenda providing for the adjournment on the docket of these chapter 11 cases. Pursuant to Bankruptcy Rule 3020(b)(1), the Confirmation Objection Deadline for filing and serving objections to confirmation of the Plan shall be October 5, 2020 at 5:00 p.m. (prevailing Eastern time), which deadline may be extended by the Debtors. Ballots for accepting or rejecting the Plan must be received by the Voting and Claims Agent on or before 5:00 p.m. (prevailing Eastern time) on October 5, 2020 to be counted. GNC Holdings, Inc., et al., submitted a Disclosure Statement for Third Amended Joint Chapter 11 Plan of Reorganization. On August 12, the Debtors filed the Second Amended Joint Chapter 11 Plan of Reorganization of GNC Holdings, Inc. and its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code [Docket No. 686] (the "Second Amended Plan" and together with the Amended Plan and the Initial Plan, the "Previous Plans") and the Disclosure Statement for Second Amended Joint Chapter 11 Plan of Reorganization of GNC Holdings, Inc. and its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code [Docket No. 687] (the "Second Amended DS" and together with the Amended DS and Initial DS, the "Previous Disclosure Statements"). Class 1 Other Secured Claims will recoer 100% of their claims. Class 3 Tranche B-2 Term Loan Secured Claims with estimated amount of claim up to $313,652,580, will recover 35.4% to 97.6% under a restructuring, and 98.8% in a sale. Class 4 General Unsecured Claims; Tranche B-2 Term Loan Deficiency Claims; and Convertible Unsecured Notes Claims are projected to total $342,505,636 to $537,505,636 under a restructuring and a $338,506,636 in a sale. Class 4 will recover 0.2% to 1.0% under a restructuring and 3.0% under a sale. For administrative convenience, as set forth in the Ballot distributed to Holders of record of Claims in Class 3, each Holder of Tranche B-2 Term Loan Claims will vote the full amount of such claims on the Ballot for Class 3 (Tranche B-2 Term Loan Secured Claims). Subject to subsequent events determining the final amount of Tranche B-2 Term Loan Secured Claims, a certain portion of the amount of Tranche B-2 Term Loan Claims may be treated as Tranche B-2 Term Loan Deficiency Claims and therefore will be entitled to treatment afforded by the Plan to Holders of record of Claims in Class 4 on a pro rata basis for the amount of such Claims. Pursuant to Sections 2.1(y) and 2.1(z) of the Stalking Horse Agreement, Harbin is purchasing (1) all Avoidance Actions, and (2) all rights, claims and causes of action against any director, officer, equityholder or Transferred Employee of any Debtor and all rights, claims and causes of action under director and officer, fiduciary, employment practices and similar insurance policies maintained by any Debtor (the “D&O Claims”). At the closing of the Sale Transaction, and pursuant to Section 7.19 of the Stalking Horse Agreement, Harbin, on behalf of itself and its officers, directors, equityholders and the Acquired Subsidiaries (as defined in the Stalking Horse Agreement), will unconditionally and irrevocably release and discharge (A) any present or former director, manager, officer, employee or agent of any Debtor or Acquired Subsidiary from any and all D&O Claims arising prior to the Closing and (B) any Avoidance Actions arising prior to the Closing that constitute Purchased Assets. The Plan requires that whether in a Sale Transaction or Restructuring, in order for Holders of Class 4 Claims to receive a recovery under the Plan, the Class 4 Conditions must be satisfied. The Class 4 Conditions require that: (a) Class 4 votes to accept the Plan and (b) neither the Committee nor the Ad Hoc Group of Convertible Notes object to, challenge or seek to impede in any way (i) allowance of the DIP Facilities Claims, (ii) the Tranche B-2 Term Loan Claims and ABL FILO Term Loan Claims as set forth and stipulated in the DIP Orders, including, without limitation, the validity of the liens securing such claims, and (iii) the Plan or the distributions proposed thereunder. Further, in the event of a Sale Transaction constituting the Harbin Stalking Horse Bid, for Holders of Class 4 Claims to receive their Pro Rata Share of the Junior Convertible Notes, the Unsecured Creditor Consideration Trigger Event must have occurred prior to the closing of the Sale Transaction. The Unsecured Creditor Consideration Trigger Event shall have occurred if both of the following shall have occurred at such time: (a) neither the Committee nor the Ad Hoc Group of Convertible Notes shall have objected to the transactions contemplated by the Stalking Horse Agreement at any time on or prior to the closing of the Sale Transaction and (b) Harbin shall have received, prior to the closing of the Sale Transaction, written agreements that are binding on, and enforceable by the Debtors and Ad Hoc Group Crossover Lenders against both (i) the Committee and (ii) the Ad Hoc Group of Convertible Notes, in each case, providing that they and their members shall not object to or oppose this Agreement, any of the transactions contemplated hereby or the Plan. The Committee contends in the Objection of the Official Committee of Unsecured Creditors to the Motion of Debtors for Order (A) Approving the Disclosure Statement, (B) Establishing the Voting Record Date and Other Dates, (C) Approving Procedures for Soliciting, Receiving and Tabulating Votes on the Plan and for Filing Objections to the Plan, (D) Approving the Manner and Forms of Notice and Other Related Documents, and (E) Granting Related Relief [Docket No. 705] that the Class 4 Conditions are nothing other than an impermissible “deathtrap” provision that ties the recoveries of Holders of Claims in Class 4 to the satisfaction of certain onerous conditions. The Debtors disagree and have asserted that such conditions tied to the outcome of voting on the Plan are permissible. A full-text copy of the Order dated August 17, 2020, is available at https://tinyurl.com/y3rlmc8j from PacerMonitor.com at no charge. A full-text copy of the Disclosure Statement dated August 17, 2020, is available at https://tinyurl.com/y4xm5sot 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 E-mail: 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 - and - 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. 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. Visit www.gnc.com for more information. 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. GNC HOLDINGS: Says Disclosures Revised to Address Objections ------------------------------------------------------------ GNC Holdings, Inc., et al., submitted an omnibus reply to objections to the Disclosure Statement and Disclosure Statement Motion. While the Debtors respectfully submit that the Disclosure Statement contains sufficient information, the Debtors have nonetheless revised both the Plan and the Disclosure Statement in response to the Committee Objection and other informal comments and objections received from other parties in interest and believe the following supplements and revisions to various informational aspects of the Disclosure Statement satisfy the criteria for its approval. Specifically: * The Debtors point out that at the request of the United States Trustee and other parties, Article I.B.1 of the Disclosure Statement now contains a chart summarizing the amount of Claims or Interests in each Class and their projected recoveries. See Disclosure Statement Article I.B.1., p. 17. * The Debtors assert that Similarly, Article IV.R of the Plan and Article VI.D of the Disclosure Statement have been revised to clarify that Avoidance Actions will be sold and concurrently released under a Sale Transaction constituting the Harbin Stalking Horse Bid or retired or extinguished in connection with a Restructuring under the Plan.4 See Plan Article IV.R., p. 38, and Disclosure Statement Article VI.D., p. 65. * The Debtors complain that the Exhibits D and E of the Disclosure Statement include financial projections and a liquidation analysis, which have each been on file since August 7, 2020 See [Docket Nos. 664, 687], Exhibits D and E. According to the Debtors, the Disclosure Statement has been further supplemented to now include Exhibits F-1(BoC Financing Term Sheet), F-2 (Convertible Notes Issuance Term Sheet), and F-3 (Aland Debt Commitment Letter), each such document provided by Harbin and which explain in detail various financing aspects of the Stalking Horse Agreement. See Disclosure Statement Exhibits F-1, F-2, and F-3. The Debtors point out that the Disclosure Statement includes a fulsome and detailed tax analysis at Article XI. See Disclosure Statement Article XI. The Debtors believe that it would be inappropriate to speculatively opine on every possible permutation of the tax consequences of the Plan and have therefore resisted the inclusion of potentially misleading and superfluous disclosures in the Disclosure Statement. See Disclosure Statement Article XI., pp. 89-105. The Debtors assert that at the request of the United States Trustee and the Committee, the Debtors have revised the Ballots to be provided to voting creditors in Class 4 to include the definitions of Class 4 Conditions, Unsecured Creditor Consideration Triger Event, and Liquidity Event to provide Holders of Class 4 Claims with more information regarding the conditions to their recoveries under the Plan. See [Docket No. 743], Exhibits 2B, 2C, and 2D. The Committee and all other parties in interest will have the opportunity to prosecute any confirmation objections, if they so choose and the Debtors are in no way looking to limit their ability to do so. While the Debtors submit that these confirmation objections are premature, to aid the Court’s analysis, the Debtors briefly address below certain confirmation issues raised in the Objections: Debtors complain that the third party release is consensual and permissible. The third party release is consensual and the opt-out mechanism is in accordance with applicable law. According to the Debtors, the death trap provision in the Plan does not unfairly discriminate against Class 4. Counsel for the Debtors: 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 E-mail: mnestor@ycst.com kcoyle@ycst.com amagaziner@ycst.com jmulvihill@ycst.com - and - Richard A. Levy Caroline A. Reckler Asif Attarwala Brett V. Newman 330 North Wabash Avenue, Suite 2800 LATHAM & WATKINS LLP 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 About GNC Holdings GNC Holdings Inc. 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. Visit www.gnc.com for more information. 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. HADDINGTON FUND: Oct. 6 Plan Confirmation Hearing Set ----------------------------------------------------- On August 6, 2020, debtor Haddington Fund, LP filed with the U.S. Bankruptcy Court for the Eastern District of Texas, Sherman Division, an Amended Disclosure Statement describing Amended Plan of Reorganization. On August 11, 2020, Judge Brenda T. Rhoades approved the Disclosure Statement and ordered that: * Sept. 30, 2020 is fixed as the last day for filing and serving written acceptances or rejections of the Plan in the form of a ballot. * Oct. 6, 2020 at 9:30 a.m. is fixed for the hearing on Confirmation of the Plan. * Sept. 25, 2020 is fixed as the last day for filing and serving written objections to confirmation of the Plan. A full-text copy of the order dated August 11, 2020, is available at https://tinyurl.com/y64vzjnb from PacerMonitor at no charge. About Haddington Fund Haddington Fund L.P. filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No. 19-42853) on Oct. 21, 2019. In its petition, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The petition was signed by James Bresnahan, managing member of general partner. The Hon. Brenda T. Rhoades oversees the case. The Debtor tapped Eric A. Liepins, Esq., at Eric A. Liepins, P.C., as bankruptcy counsel, and Jones Allen & Fuquay, LLP, as special counsel. HERMITAGE OFFSHORE: Hires Prime Clerk as Administrative Advisor --------------------------------------------------------------- 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 Prime Clerk LLC, as administrative advisor to the Debtors. Hermitage Offshore requires 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 covered by the Section 156(c) Order, as may be requested from time to time by the Debtors, the Court, or the Office of the Clerk of the Bankruptcy Court (the "Clerk"). Prime Clerk will be paid at these hourly rates: Director of Solicitation $210 Solicitation Consultant $190 COO and Executive VP No charge Director $175-$195 Consultant/Senior Consultant $65-$165 Technology Consultant $35-$95 Analyst $30-$50 Prime Clerk will also be reimbursed for reasonable out-of-pocket expenses incurred. Benjamin J. Steele, partner of 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 and does not represent any interest adverse to the Debtors and their estates. Prime Clerk can be reached at: Benjamin J. Steele PRIME CLERK LLC 830 3rd Avenue, 9th Floor New York, NY10022 Tel: (212) 257-5450 E-mail: bsteele@primeclerk.com 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. HERTZ GLOBAL: Sold $29M Shares Before SEC Stopped Company --------------------------------------------------------- Business Insider reports that Hertz sold $29 million of its shares in the second quarter, despite filing for bankruptcy and despite the overwhelming odds that its shareholders would be wiped out, until the Securities Exchange Commission prevented it from selling even more. The company disclosed in its second quarter earnings release Monday the results of its efforts to sell as much as $500 million in its shares. The car-rental chain filed for bankruptcy on May 22 and has since seen its stock price trade with outsized volatility as retail traders displayed unprecedented levels of optimism and poured money into the stock. Shares in Hertz trade around $1.69, having crashed from above $20 back in February, to less than $1.00 after filing for bankruptcy protection. Within a three of days of hitting a low of $0.78, the price briefly shot above $6.00, before subsiding below $2.00 just as quickly. Hertz's latest fundraising plan involved selling up to $500 million in stock to take advantage of the rally from the lows in early June 2020. But the SEC raised concerns with the share issuance at the time and the company was forced to pause the sale and said its plans for the offering were "promptly suspended" after discussions with SEC staff. Any revival of the stock sale is "pending further understanding of the nature and timing of the staff's review," the company added at the time. Hertz issued 13.9 million shares before the SEC raised questions, netting the company $29 million. Billionaire investor Carl Icahn dumped his 39% stake in Hertz at an almost $2 billion loss in late May, days after the car-rental giant filed for bankruptcy. A number of amateur traders have since piled into Hertz, as well as into several other near-worthless stocks such as retailer JCPenney. This comes as a frenzy of day-trading flooded equity markets in recent months, with amateurs see king to profit from a swathe of stock-price crashes in the wake of the coronavirus crisis. Read the original article on Business Insider About Hertz Global Holdings Hertz Corp. and its subsidiaries -- http://www.hertz.com/-- operate a worldwide vehicle rental business under the Hertz, Dollar, and Thrifty brands, with car rental locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean, the Middle East, and New Zealand. The Company also operates a vehicle leasing and fleet management solutions business. On May 22, 2020, The Hertz Corporation and certain of its U.S. and Canadian subsidiaries and affiliates filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court (Bankr. D. Del. Case No. 20-11218). The Hon. Mary F. Walrath is the presiding judge. White & Case LLP is serving as legal advisor, Moelis & Co. is serving as investment banker, and FTI Consulting is serving as financial advisor. Richards, Layton & Finger, P.A., is the local counsel. Prime Clerk LLC is the claims agent, maintaining the page https://restructuring.primeclerk.com/hertz HOPEDALE MINING: Seeks Chapter 7 Conversion ------------------------------------------- Hopedale Mining, LLC, and its debtor-affiliates tell the U.S. Bankruptcy Court for the Southern District of Ohio that they face the potential reality of administrative insolvency. As a result, at this time, the Debtors do not believe that a chapter 11 plan is feasible or in the best interests of their creditors. The Debtors ask the Court to convert each of the Debtors' Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code effective as of October 13, 2020; and approve procedures related to conversion, including procedures related to the filing of final fee applications by professionals. Since the commencement of these chapter 11 cases, the Debtors have worked to market their assets and effectuate value-maximizing sales of substantially all of their assets. These efforts culminated in eight value-maximizing sale transactions that were approved by the Bankruptcy Court. "While the Debtors explored alternative options to bring these chapter 11 cases to a conclusion, at this time the Debtors believe that the chapter 7 conversion contemplated by this Motion is the most expeditious and cost-effective mechanism to wind down the Debtors' affairs and these Chapter 11 Cases," the Debtors tell the Court. "In reaching this conclusion, the Debtors determined that a conversion to chapter 7 would provide the best outcome for creditors (as opposed to a chapter 11 liquidating plan) because, following the closing of the Sale Transaction, the Debtors' only remaining assets will be certain estate actions, which have not been monetized," the Debtors add. In August, the Bankruptcy Court for the Southern District of Ohio granted on a final basis the Debtors' motion to obtain postpetition financing in an aggregate principal amount not to exceed $11.75 million and use cash collateral. The Debtors said they need to obtain the DIP Financing and to continue using Prepetition Collateral (including Cash Collateral) in order to, among other things, avoid the liquidation of their estates. Alter Domus (US) LLC, served as the administrative agent and collateral agent for the DIP Facility. Among others, the DIP Facility required the Debtors to consummate a sale transaction by September 10, 2020. About Hopedale Mining Hopedale Mining, LLC and its affiliates are diversified coal producers. They produce, process and sell coal of various steam and metallurgical grades from multiple coal-producing basins in the United States. They market steam coal primarily to electric utility companies as fuel for their steam powered generators. The companies have a geographically diverse asset base with coal reserves located in Central Appalachia, Northern Appalachia, the Illinois Basin and the Western Bituminous region. Hopedale Mining and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Lead Case No. 20-12043) on July 22, 2020. At the time of the filing, Hopedale Mining had estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. Judge Guy R. Humphrey oversees the cases. The Debtors tapped Frost Brown Todd LLC as their bankruptcy counsel, Cambio Group LLC as restructuring advisor, Energy Ventures Analysis Inc. as financial advisor. FTI Consulting Inc. as bankruptcy consultant, and Epiq Corporate Restructuring LLC as claims and noticing agent. An Official Committee of Unsecured Creditors has been appointed in the case. It is advised by Foley and Lardner LLP and Barber Law PLLC as counsel; and B Riley FBR, Inc. as financial advisor. Stroock & Stroock & Lavan LLP is counsel to Alter Domus (US) LLC, the administrative agent and collateral agent for the DIP Facility. IDAVM MULTI GROUP: Has Until Nov. 18 to File Plan & Disclosure -------------------------------------------------------------- Judge LaShonda A. Hunt of the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Divisions, has entered an order within which Debtor IDAVM Multi Group Enterprises, Inc., will file a Plan and Disclosure Statement by November 18, 2020. The case is set for a hearing to consider the status of the Plan and Disclosure Statement on Dec. 3, 2020, at 11:00 a.m. in Courtroom 719, Everett McKinley Dirksen United States Courthouse, 219 South Dearborn Street, Chicago, Illinois. A copy of the order dated August 13, 2020, is available at https://tinyurl.com/y29q7lfw from PacerMonitor.com at no charge. About IDAVM Multi Group IDAVM Multi Group Enterprises, Inc. filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 20-12336) on June 12, 2020. Ben Schneider, Esq. of SCHNEIDER & STONE, is the Debtor's Counsel. IRON HORSE: Seeks to Hire Spector & Cox as Counsel -------------------------------------------------- Iron Horse Tools, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Spector & Cox, PLLC, as its counsel. The professional services that the firm will render are: (a) provide legal advice with respect to the Debtor's powers and duties; (b) prepare and pursue confirmation of a Chapter 11 plan and approval of a disclosure statement; (c) prepare on behalf of the Debtor necessary applications, motions, answers, orders, reports and other legal papers; (d) appear in court and protect the interests of the Debtor before the court; and (e) perform all other legal services for the Debtor which may be necessary and proper in its Chapter 11 case. Spector & Cox will be paid at these hourly rates: Attorneys $325 to $375 Paralegals $105 Prior to the filing of this case, the Debtor paid Spector & Cox the amount of $74,705 as retainer and for services rendered. From this amount, the Firm deducted $32,654.50 for pre-petition work. As of the petition date, the Firm holds $42,050.50 as a retainer to secure payment of post-petition fees and expenses. Howard Marc Spector, Esq., member of Spector & Cox, assures the court that the firm is a "disinterested person" as that phrase is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Howard Marc Spector, Esq. Spector & Cox, PLLC 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (214) 365-5377 Fax: (214) 237-3380 About Iron Horse Tools Founded in 2008, Iron Horse Tools, L.L.C -- http://www.ironhorsetools.com-- is a provider of pressure control-related equipment and services, serving the oil and gas plays throughout the United States. Iron Horse Tools equipment is manufactured for the oilfield by Gardner Denver, T3 Energy Services, and Cortec. Iron Horse Tools, L.L.C., based in Corpus Christi, TX, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 20-20272) on August 18, 2020. In the petition signed by Joey Phillips, manager and president, the Debtor was estimated to have $0 to $50,000 in assets and $10 million to $50 million in liabilities. The Hon. David R. Jones presides over the case. SPECTOR & COX, PLLC, serves as bankruptcy counsel to the Debtor. J.C. PENNEY: Sycamore Partners' Bid Opposed by Employees' Group --------------------------------------------------------------- Lisa Fickenscher of NY Post reports that Sycamore Partners should not be allowed to buy J.C. Penney out of bankruptcy because of its long history of closing stores and decimating jobs, a worker advocacy group said Tuesday, August 11, 2020. A group of current and former retail workers from Toys 'R' Us, Kmart, Sears and other bankrupt retailers are sounding the alarm about the Big Apple-based private equity firm’s plans, first reported by The Post last month, to buy the 118-year-old department store for $1.75 billion, according to a letter the group sent to David Jones, the judge overseeing the Houston, Texas, bankruptcy. "Sycamore Partners has a history of stripping assets from retailers, leading to store closures and layoffs at retailers like Nine West and Aeropostale," according to the letter, which represents United for Respect's Wall Street accountability committee. "We have lived through the bankruptcy and liquidation of our Wall Street-owned retail companies. We know the toll that a retail bankruptcy takes on our lives and our long-term financial stability." Plano, Texas-based JCPenney filed for Chapter 11 bankruptcy protection on May 15 with 850 stores. It has since said it would close at least 154 stores permanently. Sycamore's offer was the highest of three bids JCPenney received at the end of July. The other bids came from Saks Fifth Avenue owner Hudson's Bay Company for $1.7 billion and from mall operators Simon Property and Brookfield Property for $1.650 billion. About J.C. Penney J.C. Penney Company, Inc. -- http://www.jcpenney.com/-- is an apparel and home retailer, offering merchandise from an extensive portfolio of private, exclusive, and national brands at over 850 stores and online. It sells clothing for women, men, juniors, kids, and babies. On May 15, 2020, J.C. Penney announced that it has entered into a restructuring support agreement with lenders holding 70% of its first lien debt. The RSA contemplates agreed-upon terms for a pre-arranged financial restructuring plan that is expected to reduce several billion dollars of indebtedness. To implement the plan, J.C. Penney and its affiliates on May 15, 2020, filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-20182). At the time of the filing, J.C. Penney disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the cases. The Debtors have tapped Kirkland & Ellis and Jackson Walker, LLP as legal counsel; Katten Muchin Rosenman, LLP as special counsel; Lazard Freres & Co. LLC as investment banker; AlixPartners, LLP as restructuring advisor; and KPMG, LLP as tax consultant. Prime Clerk is the claims agent, maintaining the page http://cases.primeclerk.com/JCPenney A committee of unsecured creditors has been appointed in Debtors' Chapter 11 cases. The committee is represented by Cole Schotz, P.C., and Cooley, LLP. JACOBSON HOTELS: Seeks to Hire Devine Law as Counsel ---------------------------------------------------- Jacobson Hotels, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Devine Law Firm, PC, as counsel to the Debtor. Jacobson Hotels requires Devine Law to: (a) advise the Debtor of its rights, powers, and duties as debtor and debtor-in-possession under the Bankruptcy Code in connection with this case; (b) take all necessary action to protect and preserve the estate of the Debtor, including the prosecution of actions on the Debtor's behalf, the defense of actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the estate; (c) prepare on behalf of the Debtor, as debtor-in-possession, all necessary motions, applications, answers, claims, proceedings, orders, reports, papers, and other legal instruments necessary in connection with administration of this estate; (d) propose on behalf of the Debtor the plan of reorganization, related disclosure statement, and any revisions, amendments, etc., relating to the foregoing documents, and all related materials; and (e) perform all other necessary legal services in connection with this chapter 11 case and any other bankruptcy related representation that the Debtor requires. Devine Law will be paid at these hourly rates: Patrick D. Devine $300 Associates $180 Paralegals $80 Prior to the Petition Date, Devine Law received a total of $21,700, including the filing fee of $1,717. As of the filing of the Petition, the Firm held a retainer of $15,563. Devine Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Patrick D. Devine, partner of Devine Law Firm, 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 Debtor and its estates. Devine Law can be reached at: Patrick D. Devine, Esq. DEVINE LAW FIRM, PC 620 W. Main St. Suite C Tomball, TX 77375 Tel: (281) 255-0244 E-mail: pdevine@pdevinelaw.com About Jacobson Hotels Jacobson Hotels, Inc., based in Shenandoah, TX, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 20-33957) on Aug. 4, 2020. In its petition, the Debtor disclosed $5,757,149 in assets and $3,850,120 in liabilities. The petition was signed by Grace L. Jacobson, director. The Hon. Jeffrey P. Norman presides over the case. DEVINE LAW FIRM, PC, serves as bankruptcy counsel to the Debtor. JAKE TRUCKING: Seeks to Hire James W. Lester as Accountant ---------------------------------------------------------- Jake Trucking & Logging, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Kentucky to employ James W. Lester, PLLC as its accountant. The firm will render these professional services to the Debtor: (a) Preparation of tax returns for the Debtor; (b) Review of bank statements, expenditures and other relevant information to assist in the preparation of monthly operating reports; (c) Assist in bookkeeping for the Debtor, to the extent the Debtor is unable to perform said functions in a satisfactory manner; (d) Review of proofs of claim filed by any taxing authorities to determine whether claims are accurate and/or whether the Debtor has grounds to amend prior returns, and/or object to amounts claimed; (e) Advise the Debtor regarding the tax consequences, if any, of any planned liquidations of property, or any other actions taken in connection with the present case; and (f) Any other services that are reasonable and necessary to the successful completion of the present case. The firm's professionals will be paid at their customary hourly rates below: James Lester, CPA $100 Non-CPA Accountant $60 Clerk $30 James W. Lester and other firm's staff are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: James W. Lester James W. Lester, PLLC 106 Mays Branch Road Pikeville, KY 41501 Telephone: (606) 432-8111 About Jake Trucking & Logging Jake Trucking & Logging, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Case No. 20-70372) on Aug. 3, 2020, listing under $1 million in both assets and liabilities. Judge Gregory R. Schaaf oversees the case. The Debtor tapped Noah R. Friend, Esq., as legal counsel and James W. Lester, PLLC as accountant. KAISER GYPSUM: Wins Confirmation of Chapter 11 Plan --------------------------------------------------- Leslie A. Pappas of Bloomberg Law reports that bankrupt wallboard manufacturer Kaiser Gypsum Co. Inc. has agreed to set aside millions in a trust for asbestos victims and resolve environmental liabilities, under a court-approved Chapter 11 plan. The Chapter 11 plan creates trust to pay victims while $72.5 million unsecured creditor claims paid in full. The amended plan, confirmed Monday by U.S. Bankruptcy Court Judge J. Craig Whitley of the Western District of North Carolina, will implement a 2017 settlement that creates a trust to resolve asbestos personal injury claims. The asbestos trust will be funded from multiple sources, including $49 million contributed by Kaiser Gypsum, affiliate debtor Hanson Permanente Cement Inc., and non-bankrupt parent Lehigh Hanson Inc. About Kaiser Gypsum Co. Inc. Kaiser Gypsum Company, Inc., and affiliate Hanson Permanente Cement, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case Nos. 16-31602 and 16-10414) on Sept. 30, 2016. The petitions were signed by Charles E. McChesney, II, vice-president and secretary. The companies are represented by Rayburn Cooper & Durham P.A. and Jones Day. Cook Law Firm, P.C. and K&L Gates LLP serve as special insurance counsel; NERA Economic Consulting as consultant; Miller Nash Graham & Dunn LLP as special environmental and insurance counsel; and PricewaterhouseCoopers LLP as financial advisors. At the time of the bankruptcy filing, Kaiser and Hanson estimated their assets and liabilities at $100 million to $500 million. Kaiser's principal business consisted of manufacturing and marketing gypsum plaster, gypsum lath and gypsum wallboard. The company has no current business operations other than managing its legacy asbestos-related and environmental liabilities. The company has no material tangible assets. HPCI's primary business was the manufacture and sale of Portland cement products. It is a wholly-owned, indirect subsidiary of non-debtor Lehigh Hanson, Inc. HPCI is the direct parent of Kaiser Gypsum as well as non-debtor Hanson Micronesia Cement, Inc. and non-debtor Hanson Permanente Cement of Guam, Inc., the operating subsidiaries. Non-debtor Permanente Cement Company, which has no assets or operations, is also a wholly-owned subsidiary of HPCI. The Office of the U.S. Trustee appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Kaiser Gypsum Company, Inc. The Creditors Committee hired Blank Rome LLP as counsel, and Moon Wright & Houston, PLLC. An Official Committee of Asbestos Personal Injury Claimants retained Caplin & Drysdale, Chartered, as its counsel. Lawrence Fitzpatrick, the Future Claimants' Representative, tapped Ankura Consulting Group, LLC as his claims evaluation consultant; Young Conaway Stargatt & Taylor, LLP as attorney; and Hull & Chandler, P.A. as local counsel. KHAN AVIATION: Trustee Taps Bose McKinney & Evans as Counsel ------------------------------------------------------------ Kelly Hagan, the trustee appointed in the Chapter 11 cases of Khan Aviation, Inc. and its affiliates, seeks approval from the U.S. Bankruptcy Court for the Western District of Michigan to employ Bose McKinney & Evans LLP as her special counsel. The trustee desire to employ the firm to review financial investments of the Debtors including subscription agreements, partnership agreements, operating agreements, owner agreements, purchase agreements, default notices, valuations and the like for compliance with Indiana and federal securities law, applicable state law and the enforcement of restrictive covenants. Bose McKinney & Evans LLP may also render services that include proceeding with arbitration or other legal proceedings as it relates to various investments in which the bankruptcy estate claims an interest. Paul Vink, an attorney at Bose McKinney & Evans LLP, disclosed in court filings that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul Vink, Esq. Bose McKinney & Evans LLP 111 Monument Circle, Suite 2700 Indianapolis, IN 46204 Telephone: (317) 684-5000 Facsimile: (317) 684-5173 Email: pvink@boselaw.com About Khan Aviation Khan Aviation, Inc. and its affiliates, GN Investments LLC, KRW Investments Inc., NJ Realty LLC, NAK Holdings LLC, and Sarah Air LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mich. Case Nos. 19-04261, 19-04262, 19-04264, 19-04266, 19-04267 and 19-04268) on Oct. 8, 2019. The cases are jointly administered with that of Najeeb Ahmed Khan (Bankr. W.D. Mich. Case No. 19-04258), which is the lead case. Judge Scott W. Dales presides over the cases. The Debtors are represented by Robert F. Wardrop, II, Esq., at Wardrop & Wardrop, P.C. Kelly Hagan was appointed as Chapter 11 trustee for the Debtors' bankruptcy estates. The trustee tapped Hagan Law Offices, PLC as her bankruptcy counsel and Bose McKinney & Evans LLP as her special counsel. At the time of the filing, the Debtors' estimated assets and liabilities are as follows: Debtors Assets Liabilities ------- -------------------- ---------------------- Khan Aviation $1-mil. to $10-mil. $1-mil. to $10-mil. GN Investments $1-mil. to $10-mil. $100-mil. to $500-mil. KRW Investments $10-mil. to $50-mil. $100-mil. to $500-mil. NJ Realty $1-mil. to $10-mil. $100-mil. to $500-mil. NAK Holdings $1-mil. to $10-mil. $100-mil. to $500-mil. Sarah Air $500,000 to $1-mil. $100-mil. to $500-mil. LATAM AIRLINES: Hires Lee Brock as Brazilian Litigation Counsel --------------------------------------------------------------- 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 Lee Brock Camargo Advogados, as local Brazilian litigation counsel to the Debtors. The Debtors first retained Lee Brock beginning January 30, 2014. Lee Brock currently represents the Debtors in more than 30,000 active local proceedings that implicate a wide variety of subject matters, including but not limited to consumer, enforcement, corporate governance, environmental, tax, commercial, labor and regulatory disputes (together, the "Local Litigations"). Lee Brock will represent and provide legal services to the Debtor in the Local Litigations. Lee Brock will be paid at these hourly rates: Partner $73.62 Consultant $73.62 Coordinator $73.62 Senior Associate $58.91 Mid-Level Associate $49.09 Junior Associate $44.19 Intern $44.19 Paralegal $44.19 During the ninety day period prior to the Subsequent Petition Date, the Debtors paid Lee Brock $4,468,494.12 for services performed and expenses incurred (the "Prepetition Payments"). The Prepetition Payments include receipt of a retainer of $150,000 on July 8, 2020, of which the entire amount was applied before the Subsequent Petition Date to outstanding balances on account of prepetition fees and expenses. The Prepetition Payments do not include $784,655.69 in outstanding fees and expenses owed by the Debtors as of the Subsequent Petition Date. Lee Brock 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: Lee Brock's billings rates in effect for the twelve months prior to the Subsequent Petition Date are the same as those described in Exhibit I attached hereto, other than certain fees effective as of January 1, 2020. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: For engagements on fixed, flat or contingent fee terms, such amounts were predetermined in negotiations between the Debtors and Lee Brock and are reflected in the applicable engagement letters. For engagements billed on an hourly basis, Lee Brock has been working with the Debtors on a prospective budget and staffing plan for the three-month period from the Subsequent Petition Date and will continue to work with the Debtors on these plans. Solano de Camargo, partner of Lee Brock Camargo 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 does not represent any interest adverse to the Debtors and their estates. Lee Brock can be reached at: Solano de Camargo, Esq. Lee Brock Camargo Advogados Rua Tenente Negrao 166 Sao Paulo, Brazil 04530-030 Tel: +55 (11) 2149-5400 Fax: +55 (11) 2149-5415 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. LE PAIN QUOTIDIEN: Court OKs Chapter 11 Liquidation Plan -------------------------------------------------------- Law360 reports that bakery chain Le Pain Quotidien received court approval Sept. 25, 2020, in Delaware for its Chapter 11 plan of liquidation that will provide recoveries to unsecured creditors through a trust that can pursue claims left behind after a $3 million sale of assets. During a virtual hearing, debtor attorney Jason M. Madron of Richards Layton & Finger PA said the plan was the result of a lot of hard work and the combined efforts of the company and its unsecured creditors to avoid a straight liquidation of assets. "The debtors are 100% supportive of confirmation of the plan." About PQ New York Based in New York, PQ New York, Inc. is a wholly-owned subsidiary of PQ Licensing SA, a Belgian company, and operated 98 restaurants in the United States under the trade name Le Pain Quotidien. On May 27, 2020, PQ New York and its U.S. affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11266). PQ New York was estimated to have $100 million to $500 million in assets and liabilities at the time of the filing. The Debtors tapped Richards, Layton & Finger, P.A. as its legal counsel, and SSG Advisors, LLC as its investment banker. PricewaterhouseCoopers LLP is the interim management services provider. Donlin, Recano & Company, Inc., is the claims agent. LEHMAN BROTHERS: 2nd Cir Blocks Bid to Recover $1B from Noteholders ------------------------------------------------------------------- Maria Chutchian of Reuters reports that the 2nd U.S. Circuit Court of Appeals on Aug. 11, 2020, affirmed lower court rulings finding noteholders are entitled to payouts under a credit default swap agreement as a result of Lehman Brothers Special Financing's 2008 bankruptcy filing. LBSF is an indirect subsidiary of Lehman Brothers that filed for bankruptcy two weeks after its parent, with more than $600 billion in debt, made history with its own Chapter 11 case in 2008. The bankruptcy filing triggered the default provision under a swap agreement related to synthetic collateralized debt obligation transactions, which then resulted in distributions of collateral to the holders of the notes issued through the CDO deals. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers Holdings filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases were assigned to Judge James M. Peck. Judge Shelley Chapman took over the case after Judge Peck retired from the bench to join Morrison & Foerster. A team of Weil, Gotshal & Manges, LLP, lawyers led by the late Harvey R. Miller, Esq., serve as counsel to Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, served as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., served as the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens was appointed as trustee for the SIPA liquidation of the business of LBI. He is represented by Hughes Hubbard & Reed LLP. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. * * * In October 2016, the team winding down LBHI paid $3.8 billion to creditors, the 11th distribution since Lehman's collapse in 2008. This brought the total payout to more than $113.6 billion. Bondholders were projected to receive about 21 cents on the dollar when Lehman's bankruptcy plan went into effect in early 2012. The 11th distribution raised the bondholders' recovery to more than 40 cents on the dollar and recoveries for general unsecured creditors of Lehman's commodities to 79 cents on the dollar. Lehman's aggregate 12th distribution to unsecured creditors pursuant to its confirmed Chapter 11 plan will total approximately $3.0 billion. LIBBEY INC: Strikes Deal With Labor Unions ------------------------------------------ Libbey Inc. (OTC: LBYYQ), one of the world's largest glass tableware manufacturers, announced Sept. 25, 2020, that it has reached consensual, ratified agreements with the United Steelworkers ("USW") and the International Association of Machinists & Aerospace Workers ("IAM") regarding modifications to their collective bargaining agreements ("CBAs") and union-related retiree health and welfare benefits. The agreed-upon modifications would provide cost reductions that are essential to the Company's successful reorganization and would extend through September 2024, providing significant stability to the Company. The modifications are subject to Bankruptcy Court approval, which is expected either before or concurrent with confirmation of Libbey's plan of reorganization (the "Plan") later this year. Mike Bauer, chief executive officer of Libbey, said, "These agreements are the result of good-faith negotiations in which both the USW and IAM leadership and Libbey management invested significant time and effort. The ratification of these modifications to our CBAs by our union employees is a key milestone on Libbey's path toward emerging from bankruptcy with the agility to succeed post-emergence." Libbey continues to serve customers and end users globally, providing an extensive line of high-quality glassware and other tabletop products. The Company expects to successfully emerge from Chapter 11 later this year. DIP Milestones Extended In connection with the Chapter 11 Cases, on June 3, 2020, the Company, Libbey Glass Inc., as borrower, the other Debtors, the other guarantors party thereto, Cortland Capital Market Services LLC, as administrative agent and collateral agent, and the lenders party thereto from time to time entered into the Superpriority Secured Debtor-In-Possession Credit Agreement (the "DIP Term Loan Credit Agreement"). On Sept. 23, 2020, pursuant to the terms of the DIP Term Loan Credit Agreement, the dates by which certain milestones are required to be satisfied under the DIP Term Loan Credit Agreement were extended as follows: * The Required DIP Lender Group (as defined in the DIP Term Loan Credit Agreement) agreed to extend the date by which either (a) the Bankruptcy Court shall enter a final order regarding the Debtors' motions under sections 1113 and 1114 of the Bankruptcy Code, or (b) the Debtors must execute definitive documents with each union modifying the respective Selected CBAs (as defined in the DIP Term Loan Credit Agreement), to October 2, 2020; and * The Required Lenders (as defined in the DIP Term Loan Credit Agreement) agreed to extend the date by which the Bankruptcy Court shall enter an order confirming a Plan of Reorganization to October 20, 2020; and * The Required Lenders agreed to extend the date by which a Plan of Reorganization must be consummated to October 26, 2020. About Libbey Glass Inc. Based in Toledo, Ohio, Libbey Inc. (NYSE American: LBY) is one of the largest glass tableware manufacturers in the world. Libbey operates manufacturing plants in the U.S., Mexico, China, Portugal and the Netherlands. In existence since 1818, Libbey supplies tabletop products to retail, foodservice and business-to-business customers in over 100 countries. Libbey's global brand portfolio, in addition to its namesake brand, includes Libbey Signature, Master's Reserve, Crisa, Royal Leerdam, World Tableware, Syracuse China, and Crisal Glass. In 2019, Libbey's net sales totaled $782.4 million. For more information, visit http://www.libbey.com/ Libbey Glass Inc. and 11 of its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11439) on June 1, 2020. In the petition signed by CEO Michael P. Bauer, Libbey Glass was estimated to have $100 million to $500 million in assets and $500 million to $1 billion in liabilities as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Latham & Watkins LLP and Richards, Layton & Finger, P.A., as counsel; Alvarez & Marsal North America, LLC as financial advisor; and Lazard Ltd as investment banker. Prime Clerk LLC is the claims agent. LK SAVAGE: Court Conditionally Approves Plan -------------------------------------------- Judge Henry A. Callaway has ordered that the Plan filed by LK Savage & Associates, Inc. is conditionally approved. A confirmation hearing will be held via Telephone Conference, (877−336−1831, Access Code 1356129, Security Code 1886) on October 5, 2020 at 10:00 a.m., Central Time. Objections to confirmation must be filed and served seven days before the date of confirmation hearing. Sept. 28, 2020, is fixed as the last day for filing and serving written objections to the plan serving as a disclosure statement, and is fixed as the last day for filing acceptances or rejections of the plan. On or before Sept. 8, 2020, the plan of reorganization for which confirmation is sought, ballot for accepting or rejecting the plan, and this Order must be transmitted by mail by the attorney for the proponent of the plan to all creditors. About LK Savage & Associates LK Savage & Associates, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 20-30088) on Jan. 30, 2020. At the time of the filing, the Debtor had estimated assets of between $100,001 and $500,000 and liabilities of between $500,001 and $1 million. Judge Henry A. Callaway oversees the case. Natasha Z. Revell, Esq., at Zalkin Revell, PLLC is the Debtor's legal counsel. MAISON PREMIER: Appears to Have Closed Permanently Due to COVID-19 ------------------------------------------------------------------ Erika Adams of NY Eater reports that the famous oyster bar Maison Premier have closed permanently due to pandemic. The acclaimed Williamsburg oyster bar Maison Premiere have permanently shuttered amid the ongoing COVID-19 crisis. The bar's website now redirects to an error page, its Instagram account has been shut down, and the phone line appears to have been disconnected. The James Beard award-winning spot was in the neighborhood for nearly a decade The bar's sister restaurant, Sauvage, may also be in trouble. The Greenpoint spot, known for classic French fare including whole grilled trout amandine and steak au poivre, converted into a retail wine shop in mid-March shortly after dine-in service was shut down due to the pandemic. The shop's retail website is no longer functional and Sauvage last promoted its wines for sale on Instagram in the beginning of May 2020. Eater has reached out to co-owners Krystof Zizka and Joshua Boissy for more information. The restaurants were struggling before the pandemic hit. Zizka and Boissy filed for Chapter 11 bankruptcy protection for the restaurants in 2019 in order to restructure large amounts of debt that the business had accumulated. At the time, a spokesperson for the restaurant said that Zizka and Boissy filed for bankruptcy in order to settle an unnamed legal matter. Court documents also showed that Maison Premiere and Sauvage owed millions of dollars in outstanding debt to banks, vendors, and other creditors. Maison Premiere was open for nearly a decade in Williamsburg, and established itself as one of NYC's top cocktail bars during that time. The James Beard award-winning spot boasted a New Orleans-influenced menu and decor, selling absinthe cocktails alongside seafood towers. It also featured one of the city's best raw bars. French restaurant Sauvage attracted critical acclaim as well after its launch in 2016. Eater critic Robert Sietsema gave it three stars after it debuted and New York Times restaurant critic Pete Wells awarded it one star for early blowout dishes like a pig head confit. NYC has been rocked by over 100 permanent restaurant closures over the past two months as owners struggle to pay rent and other high fixed costs during the pandemic. About Maison Premiere Maison Premiere -- https://maisonpremiere.com/ -- owns and operates an oyster bar, cocktail den & seafood restaurant in Brooklyn, New York. Sauvage -- https://sauvageny.com/ -- is a restaurant in Greenpoint, New York, that serves breakfast, lunch, dinner, brunch, wines, cocktails, and desserts. Maison Premiere Corp., owner of Williamsburg oyster bar Maison Premiere, and Lafitte LLC, owner of French restaurant Sauvage, sought Chapter 11 protection (Bankr. E.D.N.Y. Lead Case Nos.19-43359 and 19-43360) on May 31, 2019. The Hon. Elizabeth S. Stong is the case judge. PICK & ZABICKI LLP is the Debtors' counsel. MALLINCKRODT PLC: Legal Claims Could Lead to Messy Bankruptcy ------------------------------------------------------------- Katherine Doherty of Bloomberg News reports that distressed drugmaker Mallinckrodt faces a mountain of legal claims, a loan payment due on Sept. 30, 2020, and a bankruptcy restructuring that could present a messier battle for recovery than most. Mallinckrodt has said repeatedly it may seek bankruptcy protection to ease its millions in litigation costs, but its reorganization may be "more complex" than others especially if there isn't a pre-negotiated plan in place, Bloomberg Intelligence legal analyst Negisa Balluku wrote in a note. The company would seek to shed its claims and debt through a Chapter 11 filing, but investors face a "significant hurdle" toward recoveries because of lawsuit liabilities. About Mallinckrodt PLC Mallinckrodt plc, together with its subsidiaries, develops, manufactures, markets, and distributes specialty pharmaceutical products and therapies in the United States, Europe, the Middle East, Africa, and internationally. It operates in two segments, Specialty Brands and Specialty Generics. It markets its branded products to physicians, pharmacists, pharmacy buyers, hospital procurement departments, ambulatory surgical centers, and specialty pharmacies. Mallinckrodt plc has collaboration with Silence Therapeutics plc. The company was founded in 1867 and is based in Dublin, Ireland. MCD ENTERPRISES: Hires Rogers Healy as Real Estate Broker --------------------------------------------------------- MCD Enterprises, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Rogers Healy and Associates Real Estate, as real estate broker to the Debtor. MCD Enterprises requires Rogers Healy to market and sell the Debtor's residential condominium unit located at 2220 Canton Street #302, in Dallas, Texas. Rogers Healy will be paid a commission of 6% of the sales price. Ben Wegmann, partner of Rogers Healy and Associates Real Estate, 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. Rogers Healy can be reached at: Ben Wegmann ROGERS HEALY AND ASSOCIATES REAL ESTATE 3001 Knox Street #210 Dallas, TX 75205 Tel: (214) 336-3855 E-mail: ben@rogershealy.com About MCD Enterprises MCD Enterprises, LLC filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 20-31855) on July 6, 2020, disclosing under $1 million in both assets and liabilities. Judge Stacey G. Jernigan oversees the case. Debtor has tapped Demarco Mitchell, PLLC as its bankruptcy counsel, and Bennett, Weston, LaJone & Turner, P.C. and Rankin Law Group as its special counsel. MERIDIAN MARINA: Seeks Approval to Hire Real Estate Broker ---------------------------------------------------------- Meridian Marina & Yacht Club of Palm City, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ KC Daniel of Associate Auctions LLC as real estate broker. Debtor needs the services of a real estate broker to assist in the auction of its assets, including a real property located at 1400 SW Chapman Way; all fixtures, furniture, equipment, and other tangible personal property; and a 3.38-acre property located at 1120 SW Chapman Way. Mr. Daniel and Associate Auctions LLC will provide their services in exchange for a buyer's premium of 10% paid at the closing on the subject property. Mr. Daniel disclosed in court filings that he and the firm are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. The broker can be reached at: KC Daniel Associate Auctions LLC 712 SE Dixie Highway Stuart, FL 34994 Telephone: (772) 263-1565 About Meridian Marina & Yacht Club of Palm City Meridian Marina & Yacht Club of Palm City, LLC, based in Palm City, FL, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-18585) on June 27, 2019. In the petition signed by Timothy Mullen, member and manager, the Debtor disclosed $8,528,155 in assets and $5,790,533 in liabilities. The Hon. Erik P. Kimball oversees the case. Craig I. Kelley, Esq. at Kelley Fulton & Kaplan, P.L., serves as bankruptcy counsel to the Debtor. No official committee of unsecured creditors has been appointed in the Chapter 11 case. METRONOMIC HOLDINGS: Grand Avenue Remake on Hold Due to Filing -------------------------------------------------------------- Rebecca San Juan and Andres Viglucci of Miami Herald reports that the ambitious development plans for Grand Avenue in Miami are put hold after developer Metronomic Holding filed Chapter 11 reorganization. Two years ago, a little-known developer named Ricky Trinidad swept into Coconut Grove with ambitious plans to remake Grand Avenue in the village's historically Black section. He promised passenger drones to ferry around residents of his developments and started spending big to acquire land. But not much else happened. Now the Coral Gables-based firm he manages, Metronomic Holdings, faces several foreclosure suits and has filed for reorganization in federal bankruptcy court. The picture laid out in its Chapter 11 filing is not pretty: A list of Metronomic's 20 largest unsecured debts tops $91 million, including $488,538.46 in unpaid property taxes and $1.5 million to Miami-Dade County’s environmental regulation agency. Listed creditors also include mortgage holders, contractors, architects, lawyers and Miami-Dade Water and Sewer. The filing doesn't list assets, but says the firm has 100 to 199 creditors and $50 million to $100 million in estimated assets and liabilities. The biggest listed debt is $51,304,168 in loans from Qidian, a Virginia investment company that specializes in crowdfunding. The voluntary petition was filed in U.S. District Court in Miami on Sept. 23 by Aleida Martinez Molina, a partner at Weiss Serota Helfman Cole Bierman. Metronomic did not respond to a request for comment. Martinez Molina said she could not comment. Trinidad founded Metronomic in Chicago, but said in a 2018 interview with the Miami Herald that he had sold it to investors and was working for the firm as an executive. The bankruptcy petition, which protects the firm from creditors as it attempts to right its finances, casts a long shadow over Trinidad's big plans for several key blocks along Grand Avenue, a once-vital commercial and residential corridor for the West Grove that’s now mostly vacant land after years of demolitions and evictions. News of the petition was first reported by the South Florida Business Journal. In 2018, Trinidad said he had a deal to purchase a collection of distressed lots along Grand for $25 million and announced a massive $74 million redevelopment project, including a hotel, shops and a mix of luxury and affordable apartments in more than a dozen buildings. Prolonged litigation over control of the lots had foiled several previous attempts at redevelopment. The announcement raised eyebrows in Miami's development community, where Trinidad, a Chicago transplant, was a virtual unknown. Since arriving in Miami in recent years, Trinidad has completed small apartment buildings in Little Havana and the Grove, as well as scattered houses. But by his own admission, he had never tackled anything at the scale of the Grand Avenue project. After the last property claims were settled, Trinidad announced in June of 2019 that he had closed on the purchase of four key parcels for $6.3 million and would soon start construction. Earlier, Trinidad had announced plans for a boutique hotel on the site of a former gas station on Grand. But lawsuits by suppliers, contractors and mortgage holders against Metronomic and its affiliates started piling up, suggesting the firm was running into money problems. Metronomic has not started construction on any of its Grand Avenue projects, though it has others underway elsewhere. According to its website, the firm has 17 projects in the pipeline: Six multifamily developments, including affordable housing and senior housing developments; an office project planned for Little Havana and three retail and office projects in Coconut Grove. It also lists seven student housing developments across Little Havana, the Health District and Coconut Grove. It's unclear how many of those are under construction, but some of the projects are the subject of active lawsuits by lenders and contractors who claim they’re owed money by Metronomic or its affiliates. In January 2020, B and B Grove Properties, a partnership of prominent mutual fund manager Bruce Berkowitz and insurance magnate William Berkley, filed a foreclosure action against a Metronomic affiliate over a chunk of the key Grand Avenue parcels Trinidad had closed on seven months earlier. B and B Grove claims Metronomic owes $5,026,000 in principal and interest. The case is open. On Sept. 18, 2020, Wilmington Trust sued Metronomic principal Kelly Bream and other investors over one of the firm's finished projects, the GroveHaus apartment house on Bird Avenue. The suit alleges Bream failed to make payments on a $5,750,000 mortgage. Both the B and B and the GroveHaus debts are included on Metronomic's list of big creditors. Other large creditors include Fuse Funding, which holds $17.7 million in mortgages. About Metronomic Holdings Metronomic Holdings, LLC, a Florida based real estate company that owns and manages a portfolio of real estate assets in Miami-Dade County, FL and McHenry County, IL. Metronomic Holdings filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 20-20310) on Sept. 23, 2020. The Debtor's counsel: Aleida Martinez Molina Tel: 305-854-0800 E-mail: amartinez@wsh-law.com MONAKER GROUP: Issues $700K Convertible Promissory Note to HotPlay ------------------------------------------------------------------ Monaker Group, Inc., issued HotPlay Enterprise Limited a $700,000 Convertible Promissory Note in consideration for an advance of $700,000 under the terms of the Exchange Agreement which was made on Sept. 18, 2020. HotPlay previously advanced the Company $300,000 under the terms of a substantially similar convertible promissory note on Sept. 1, 2020. The advance, and the entry into the HotPlay Note, were required conditions to the Exchange Agreement, under which HotPlay was required to loan the Company $1,000,000 on or before Aug. 31, 2020, which date was mutually agreed to be extended through September 18th, which payment has been received, and is required to loan the Company an additional $1,000,000, on Sept. 30, 2020, and on the 15th day of each calendar month thereafter, through the date of closing of the Exchange Agreement. To date, HotPlay has loaned the Company an aggregate of $1,000,000 (when including the Sept. 18, 2020 loan). The HotPlay Loans (including the HotPlay Note and the Sept. 1, 2020, $300,000 convertible note), have an interest rate of 1% per annum. The HotPlay Note is automatically forgiven by HotPlay in the event the Exchange Agreement is terminated: (a) by written agreement of the parties thereto; (b) by HotPlay (and its stockholders) if the closing has not occurred on or prior to the required date set forth in the Exchange Agreement (currently Oct. 30, 2020); (c) by the Company if either: (i) HotPlay has not completed the acquisition of (A) 49% of the Class A shares of capital stock of HotPlay (Thailand) Company Limited; and (B) (x) not less than 90% of the voting, and (y) 95% of the economic and liquidation rights associated with, HP Thailand through a preferred share structure within 30 days after the entry into the Exchange Agreement (provided that the Company has verbally agreed to extend such deadline for an additional 60 days, until Oct. 19, 2020); (ii) a share exchange agreement entered into with certain stockholders and debt holders of Axion Ventures, Inc. has been terminated prior to closing; or (iii) the closing has not occurred on or prior to Oct. 30, 2020, unless the failure of the closing to have occurred is attributable to a failure on the part of the Company; (d) by the Company if HotPlay (x) is not able to obtain audited and interim financial statements in the form required by the Securities and Exchange Commission, or (y) does not supply all of the information required in order for the Company to file its initial proxy statement to seek approval of among other things, the Exchange Agreement, by the date which falls 75 days after the date of the Exchange Agreement; (e) by the Company, if there is a material adverse effect on HotPlay or any schedule delivered by HotPlay is found to be materially misleading or conflict with any prior written or oral statement delivered to the Company; or (f) by the Company if any representations or warranties made by HotPlay or its stockholders in the Exchange Agreement are found to be materially inaccurate or any covenants are breached. Alternately, if the Exchange Agreement is terminated: (a) by HotPlay or its principal stockholder (as applicable) because a governmental authority of competent jurisdiction issues a final non-appealable order, or takes any other action having the effect of, permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Exchange Agreement; (b) by HotPlay if any event occurs that makes it impossible to satisfy a condition precedent to the Exchange Agreement (including, but not limited to any termination of the Axion exchange agreement); (c) by HotPlay if there is a material adverse effect on the Company; or (d) by HotPlay if any representations or warranties made by the Company in the Exchange Agreement are found to be materially inaccurate or any covenant of the Company is breached; or by the Company in connection with a Government Action or any event shall occur that shall have made it impossible to satisfy a condition precedent to the Exchange Agreement (including, but not limited to any termination of the Axion exchange agreement)(except as discussed above in connection with events which result in the automatic forgiveness of the HotPlay Note), then the then outstanding principal amount of the HotPlay Note together with all accrued and unpaid interest thereon, automatically converts into fully paid and nonassessable shares of the Company's common stock at $2.00 per share. In the event the transactions contemplated by the Share Exchange close, it is anticipated that the HotPlay Note will be forgiven as an intracompany loan. If the Company fails to deliver the shares due upon a conversion within five business days, or the Company enters into a voluntary or involuntary bankruptcy proceeding, then HotPlay can declare the entire amount of the note due and payable (provided the note is automatically due upon the occurrence of certain bankruptcy events), and such note will accrue interest at the rate of 18% per annum until paid in full. About Monaker Group Headquartered in Weston, Florida, Monaker Group, Inc. -- http://www.monakergroup.com/-- is a technology-driven company focused on delivering innovation to the alternative lodging rental (ALR) market. The proprietary Monaker Booking (MBE) provides access to more than 3.2 million instantly bookable vacation rental homes, villas, chalets, apartments, condos, resort residences, and castles. MBE offers travel distributors and agencies an industry first: a customizable, instant-booking platform for alternative lodging rental. Monaker Group reported a net loss of $9.45 million for the year ended Feb. 29, 2020. As of May 31, 2020, the Company had $9.13 million in total assets, $4.89 million in total liabilities, and $4.24 million in total stockholders' equity. Thayer O'Neal Company, LLC, in Sugar Land, Texas, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 29, 2020, citing that the Company has an accumulated deficit and limited financial resources. This raises substantial doubt about its ability to continue as a going concern. MOUNT CLEMENS: Seeks Approval to Hire Bankruptcy Counsel -------------------------------------------------------- Mount Clemens Investment Group seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Robert Bassel, Esq., an attorney practicing in Clinton, Mich., to handle its Chapter 11 case. Mr. Bassel received from the Debtor's principal a retainer of $5,000, of which $3,414 was used for filing fees and $1,575 for pre-bankruptcy legal fees, leaving a retainer of $11. His hourly billing rate is $350. Mr. Bassel disclosed in court filings that he is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The attorney can be reached at: Robert N. Bassel, Esq. P.O. Box T Clinton, MI 49236 Telephone: (248) 835-7683 Email: bbassel@gmail.com About Mount Clemens Investment Group Mount Clemens Investment Group LLC, a Southfield, Mich.-based investment company, sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 20-46959) on June 19, 2020. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $500,001 and $1 million. Judge Maria L. Oxholm oversees the case. Robert N. Bassel, Esq., is Debtor's legal counsel. NABORS INDUSTRIES: Units Sign 4th Amendment to 2018 Credit Pact --------------------------------------------------------------- Nabors Industries, Inc. and Nabors Drilling Canada Limited, each a wholly-owned subsidiary of Nabors Industries Ltd., along with certain other entities entered into Amendment No. 4 to that certain Credit Agreement, originally entered into on Oct. 11, 2018, by and among the Borrowers, the Guarantors identified therein, HSBC Bank Canada, as the Canadian lender, the issuing banks and the other lenders party thereto and Citibank, N.A., as administrative agent solely for the U.S. Lenders. A summary of certain changes to the Credit Agreement resulting from the Fourth Amendment include, without limitation, the following: * Provides the Lenders with a first lien security interest in certain drilling rigs located in the U.S. and Canada to secure the Obligations (as defined in the Credit Agreement) in an amount if not less than $545.8 million; * Replaces the existing covenant to maintain net funded debt at no greater than 5.5x EBITDA (as defined in the Fourth Amendment) with a new covenant to maintain Minimum Liquidity (as defined in the Fourth Amendment) of no less than $160.0 million at any time; * Increases the Guarantor Coverage Ratio (as defined in the Fourth Amendment) from 2.5x to 4.25x; * Reduces the general lien basket to the lesser of (i) $50.0 million and (ii) an amount equal to the difference of 10% of Consolidated Net Tangible Assets (as defined in the Credit Agreement), minus $545.8 million; * Permits the issuance of up to $500.0 million of unsecured notes ranking pari passu with respect to certain guarantees provided to Lendors under the Credit Agreement, but contractually subordinated to the guarantees of the Obligations in right of payment; * Reduces the general indebtedness basket to $90.0 million; and * Reduces the "anti-cash hoarding" threshold amount to $250.0 million. The maturity date and commitments under the Credit Agreement remain unchanged, as does interest on borrowings under the Credit Agreement. The Borrowers paid the Lenders that approved the Fourth Amendment a fee equal to 0.25% of the total Commitments under the Credit Agreement as consideration for entering into to the Fourth Amendment on the Effective Date. About Nabors Nabors (NYSE: NBR) owns and operates land-based drilling rig fleets and provides offshore platform rigs in the United States and several international markets. Nabors also provides directional drilling services, tubular services, performance software, and innovative technologies for its own rig fleet and those of third parties. Leveraging advanced drilling automation capabilities, Nabors highly skilled workforce continues to set new standards for operational excellence and transform the industry. Nabors reported a net loss attributable to common shareholders of $720.13 million for the year ended Dec. 31, 2019, a net loss attributable to common shareholders of $653.25 million for the year ended Dec. 31, 2018, and a net loss attributable to common shareholders of $546.81 million for the year ended Dec. 31, 2017. As of June 30, 2020, the Company had $5.98 billion in total assets, $4.04 billion in total liabilities, $434.1 million in redeemable non-controlling interest in subsidiary, and $1.51 billion in total equity. * * * As reported by the TCR on May 21, 2020, S&P Global Ratings lowered its issuer credit rating and issue-level ratings on Nabors Industries Ltd.'s guaranteed unsecured debt to 'CCC+' from 'B-'. S&P also lowered the rating on Nabors' unsecured debt without guarantees to 'CCC-' from 'CCC+'. S&P said that demand for oilfield services is depressed this year due to E&P spending cuts. S&P expects demand in North America to drop by at least 30% in 2020 as upstream companies reduce development activity in shale plays. NEW LOOK: Seeks U.S. Recognition of UK Proceedings -------------------------------------------------- Antonio Vanuzzo and Fabian Graber of Bloomberg News report that British clothing retailer New Look has filed for Chapter 15 bankruptcy protection in the U.S. as it carries out its second financial overhaul in two years. The move, using a device shielding foreign companies from lawsuits by U.S. creditors while they reorganize in another country, comes as the company seeks court approval for a rescue plan in the U.K. The Chapter 15 filing is aimed at restructuring its balance sheet. Chapter 15 also protects foreign companies from U.S. creditors. Store closures during Covid-19 lockdowns this year added to pressure on New Look and other retailers which were already seeing declining footfall from consumers shifting to online competitors. About New Look Headquartered in London and Weymouth (with its registered office in Weymouth, UK), New Look is a value fashion retailer selling a range of apparel, accessories and footwear. The company principally targets fashion conscious women aged 16 to 45, although its product ranges also include men and teens' wear. New Look filed a Chapter 15 bankruptcy petition (Bankr. S.D.N.Y. Case No. 20-12297) on Sept. 28, 2020, to seek U.S. recognition of its UK proceedings. The Debtor's U.S. counsel: Adam J. Goldberg Latham & Watkins, LLP Tel: 212-906-1200 E-mail: adam.goldberg@lw.com NICHOLS EXECUTIVE: Seeks Approval to Hire Real Estate Broker ------------------------------------------------------------ Nichols Executive Enterprises, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Iboro Essang of EIG Realty, LLC as real estate broker. Debtor needs the services of a real estate broker to assist in the sale of its real property located at 2220 Nichols Canyon Road, Los Angeles. The broker will get a 5 percent commission on the sales price. Mr. Essang disclosed in court filings that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The broker can be reached at: Iboro J. Essang EIG Realty, LLC 1630 Centinela Avenue, Suite 201 Inglewood, CA 90302 Telephone: (424) 207-5276 Facsimile: (424) 207-5277 About Nichols Executive Enterprises Nichols Executive Enterprises, Inc. is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It owns a single-family home in Los Angeles, having a current value of $2.27 million. Nichols Executive Enterprises filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-18166) on September 7, 2020. The petition was signed by Shawn Sheppard, chief executive officer. At the time of the filing, the Debtor disclosed total assets of $2,274,600 and total liabilities of $496,651. Judge Deborah J. Saltzman oversees the case. Debtor has tapped A.O.E. Law & Associates, APC as its bankruptcy counsel and Iboro J. Essang of EIG Realty, LLC as its real estate broker. NINE WEST: Former Execs & Shareholders Ask Court to End Ch. 11 Suit ------------------------------------------------------------------- Law360 reports that the former shareholders, officers and directors of Nine West Holdings' former parent company asked a New York federal judge August 13, 2020 to end a suit over $1 billion they received from the bankrupt fashion business, saying the transactions at issue are protected by safe harbor rules. In a telephone hearing before U.S. District Judge Jed Rakoff, counsel for former shareholders and insiders of The Jones Group argued that the 2014 transactions at issue in the suit are not subject to clawback as fraudulent conveyances because they were securities transactions handled by a bank acting as Nine West's agent. About Nine West Nine West Holdings Inc. is a footwear, accessories, women's apparel, and jeanswear company with a portfolio of brands that includes Nine West, Anne Klein, and Gloria Vanderbilt. The company is a wholesale partner to major U.S. retailers and has international licensing arrangements covering more than 1,200 points of sale around the world. In April 2014, Sycamore Partners Management, L.P., acquired The Jones Group Inc. for $2.2 billion via leveraged buyout. As part of the transaction, The Jones Group merged with several affiliates, and the newly merged company was renamed as Nine West Holdings. On April 6, 2018, Nine West Holdings, Inc., and 10 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10947) to right size their balance sheet, sell the Nine West Group's assets, and execute on their turnaround strategy to concentrate exclusively on their One Jeanswear Group, Kasper Group, The Jewelry Group, and Anne Klein businesses. In addition to the chapter 11 cases, Jones Canada, Inc., and Nine West Canada LP commenced foreign insolvency proceeding under the Bankruptcy and Insolvency Act in Canada. The Hon. Shelley C. Chapman is the U.S. case judge. The Debtors tapped Kirkland & Ellis LLP as counsel; Lazard Freres & Co. as investment banker; Alvarez & Marsal North America LLC as interim management and financial advisory services provider; Consensus Advisory Services LLC and Consensus Securities LLC as investment banker in connection with the sale of intellectual property associated with the Nine West and Bandolino brands; Deloitte Tax LLP as tax services provider; and BDO USA, LLP, as auditor and accountant. Munger, Tolles & Olson LLP is serving as the company's independent counsel, rendering services at the direction of independent directors Alan Miller and Harvey Tepner. Berkeley Research Group is serving as independent financial advisor, rendering professional services at the direction of the Independent Directors. Prime Clerk LLC is the claims and noticing agent. The Ad Hoc Group of Secured Term Loan Lenders tapped Davis Polk & Wardwell LLP as counsel; and Ducera Partners LLC as financial advisor. The Ad Hoc Crossover Group of Secured and Unsecured Term Loan Lenders tapped King & Spalding LLP as counsel and Guggenheim Securities, LLC, as financial advisor. Brigade Capital Management, LP, a party to the RSA tapped Kramer Levin Naftalis & Frankel LLP as counsel. The Official Committee of Unsecured Creditors tapped Akin Gump Strauss Hauer & Feld LLP as counsel; Houlihan Lokey Capital, Inc., as investment banker; and Protiviti Inc. as financial advisor and forensic accountant. Sycamore Partners Management, L.P., owner of 90.2% of the equity interests in the debtors, tapped Proskauer Rose LLP as counsel. Authentic Brands, which bought Nine West's IP assets, tapped DLA Piper Global Law Firm as counsel. NORPAC FOODS: Former Farmers Could Be Paid From Settlement ---------------------------------------------------------- Bill Poehler of Salem Statesman Journal reports that the former farmers of bankrupt NORPAC could obtain back settlement money. The company has reached a settlement that could allow it to repay some of the money owed to its over 100 former owners. The co-op and its unsecured creditors told bankruptcy Judge Peter McKittrick they have reached an agreement, though it will have to be signed by most of the farmers. Much of the $156 million the parts of the former company were sold for is due to creditors with secured claims, but the farmers will now be able to collect some of the millions left. "The debtor has a fiduciary duty to the unsecured creditors in the estate," McKittrick said. It sold its Quincy, Wash., processing facility, trademarks and inventory for $107 million to a company owned by farm entrepreneur Frank Tiegs, and then sold the Salem, Brooks and Stayton processing facilities for $49 million, with Tiegs eventually buying the Salem and Stayton facilities. But CoBank, which financed the bankruptcy, had a secured claim for $125 million, and was the first to be paid. Others with secured claims also have been paid. NORPAC has been settling with other companies for reduced amounts, including H.M. Clause, which settled for $1.1 million in June 2020 against its $1.9 million in claims and one in July with Seminis Vegetable Seed, which will receive $340,000 against $973,000 in claims. While NORPAC was in the early stages of bankruptcy starting in August, farmers – including those who owned a part of the co-op -- continued to deliver their vegetables to the processor with the promise of being paid. NORPAC filed earlier this year against member farms that demanded payments for crops delivered in 2019, arguing they weren't entitled to money. A group of unsecured creditors banded together to seek $16 million from the member growers. But the proposed settlement would instead let them be paid. About NORPAC Foods Inc. Founded in 1924 and headquartered in Salem, Ore., NORPAC Foods, Inc. (www.norpac.com), a farmer-owned cooperative, along with its wholly-owned subsidiaries Hermiston Foods, LLC and Quincy Foods, LLC is an independent, standalone processor of organic and conventional frozen vegetables and fruits in the Pacific Northwest. NORPAC is a cooperative owned by more than 140 members. Quincy and Hermiston are single-member limited liability companies whose sole member is NORPAC. The Debtors own and operate raw processing plants in Brooks and Stayton, Ore., a packaging plant in Salem, Ore., and a raw processing, packaging, and roasting facility in Quincy, Wash. The Debtors have more than 1,125 full-time employees along with up to 1,100 seasonal employees. The Debtors have a diverse supplier base built on an extensive network of more than 220 contract growers made up of family-owned farms (145 farms in Oregon and 75 farms in Washington) spanning more than 40,000 acres. NORPAC Foods, Hermiston Foods and Quincy Foods sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Lead Case No. 19-62584) on Aug. 22, 2019. At the time of the filing, NORPAC Foods disclosed assets of between $100 million and $500 million and liabilities of the same range. The other Debtors had estimated assets of between $10 million and $50 million and liabilities of between $100 million and $500 million. Judge Peter C. McKittrick oversees the cases. The Debtors tapped Tonkon Torp LLP as legal counsel; SierraConstellation Partners LLC as restructuring advisor; and Kurtzman Carson Consultants LLC as noticing agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Aug. 30, 2019. The committee tapped Lowenstein Sandler as bankruptcy counsel; Leonard Law Group LLC as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. NORTHSTAR HEALTHCARE: Hires Assure Professional as Accountant ------------------------------------------------------------- Northstar Healthcare Consulting, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Assure Professional as accountant. The Debtor wishes to employ Assure Professional in this Chapter 11 case for the purpose of performing the Debtor's annual Service Organization Control (SOC) 2 Type 2 audit and the HITRUST CSF audit. Assure Professional will receive a one-time fee of $19,000. William Holman, an audit and accounting partner at Assure Professional, disclosed in court filings that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: William Holman Assure Professional 435 N. Broadway, Ste. A6 De Pere, WI, 54115 Telephone: (888) 605-9848 Email: info@assureprofessional.com About Northstar Healthcare Consulting Based in Alpharetta, Ga., Northstar Healthcare Consulting, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case no. 20-21076) on Aug. 3, 2020. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge James R. Sacca oversees the case. The Debtor tapped Will Geer, Esq., at Wiggam & Geer, LLC, as legal counsel and Assure Professional as accountant. ONEWEB GLOBAL: Rescue Plan Sent to Creditors for Voting ------------------------------------------------------- A New York bankruptcy judge on Wednesday sent OneWeb Global's $181 million equity-swap Chapter 11 plan to a creditor vote while approving $235 million in new financing that the satellite internet startup said will go toward restarting its launch program, Law 360 reported. According to the report, OneWeb's counsel told U.S. Bankruptcy Judge Robert Drain that it had secured full creditor consent for the plan. OneWeb had filed for bankruptcy in March. In July 2020, the UK Government and the Indian Bharti Global group won a bid to rescue the firm. Later in July 2020, Hughes, global distribution partner of OneWeb, joined the consortium. About OneWeb Global Holdings Founded in 2012, OneWeb Global Limited is a global communications company developing a low-Earth orbit satellite constellation system and associated ground infrastructure, including terrestrial gateways and end-user terminals, capable of delivering communication services for use by consumers, businesses, governmental entities, and institutions, including schools, hospitals, and other end-users whether on the ground, in the air, or at sea. OneWeb's business consists of the development of the OneWeb System, which has included the development of small-next generation satellites that have been mass-produced through a joint venture and the development of specialized connections between the satellite system and the internet and other communications networks through the SNPs. For more information, visit https://www.oneweb.world/ OneWeb Global Limited and its affiliates ought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-22437) on March 27, 2020. At the time of the filing, Debtors disclosed assets of between $1 billion and $10 billion and liabilities of the same range. PERMIAN HOLDCO: Committee Retains PwC as Financial Advisor ---------------------------------------------------------- The Official Committee of Unsecured Creditors of Permian Holdco 1, Inc., and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the District of Delaware to retain PricewaterhouseCoopers LLP, as financial advisor to the Committee. The Committee requires PwC to: a. advise and assist the Committee in its analysis of any proposed debtor in possession financing or use of cash collateral; b. advise and assist the Committee in the monitoring of the Debtors' short term cash flow, liquidity, and operating results; c. advise and assist the Committee in its review of financial related disclosures of the Debtors, including Schedules of Assets and Liabilities, Statements of Financial Affairs and Monthly Operating Reports; d. advise and assist the Committee in its review of other financial information prepared by the Debtors, including, but not limited to, cash flow projections and budgets, business plans, cash receipts and disbursement analysis, asset and liability analysis, and the economic analysis of proposed transactions for which Court approval is sought; e. advise and assist the Committee in its review of any key employee retention and other employee benefit programs that may be proposed by the Debtors; f. advise and assist the Committee in its review of the Debtors' analysis with respect to the assumption or rejection of various executory contracts and leases; g. advise and assist the Committee in its review of the claims reconciliation and estimation process, including an entity and priority level assessment of claims; h. attend meetings and assist in discussions with the Debtors, the Committee, the U.S. Trustee, and any party in interest and their respective professionals, as requested by the Committee; i. advise and assist the Committee in the evaluation and analysis of potential avoidance actions, including fraudulent conveyances and preferential payments or transfers; j. advise and assist the Committee in its assessment of restructuring alternatives and estimated recoveries, including the review of any Plan of Reorganization and related Disclosure Statement, sale transactions or other restructuring transactions proposed by the Debtors; k. provide advice with respect to any tax issues associated with, but not limited to, claims/stock trading, preservation of net operating losses, refunds due to the Debtors, plans of reorganization, and asset sales; l. as requested, testify as either a "fact or percipient witness" or an "expert witness" in the Company's bankruptcy court proceedings based on PwC's direct knowledge of the estate arising from or relating to the Services performed; and m. render such other general business consulting or other such assistance as the Committee or its counsel may deem necessary that are consistent with the role of a financial advisor. PwC will be paid at these hourly rates: Partner/Principal $875 to $975 Director/Managing Director $790 to $850 Manager/Senior Manager $615 to $700 Associate/ Senior Associate $200 to $500 PwC will also be reimbursed for reasonable out-of-pocket expenses incurred. Steven Fleming, a partner of PricewaterhouseCoopers 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 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. PwC can be reached at: Steven Fleming PricewaterhouseCoopers LLP 90 Park Avenue New York, NY 10016 Tel: (646) 818-6000 About Permian Holdco 1, Inc. Permian Tank & Manufacturing, Inc., and its affiliates are manufacturers of above-ground storage tanks and processing equipment for the oil and natural gas exploration and production industry. Permian Holdco 1, Inc. and its affiliates, including Permian Tank & Manufacturing, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-11822) on July 19, 2020. The petitions were signed by Chris Maier, chief restructuring officer. Hon. Mary F. Walrath presides over the cases. Permian Tank was estimated to have $10 million to $50 million in assets and liabilities as of the bankruptcy filing. M. Blake Cleary, Esq., Robert F. Poppiti, Jr., Esq., Joseph M. Mulvihill, Esq., and Jordan E. Sazant, Esq. of Young Conaway Stargatt & Taylor, LLP serve as counsel to the Debtors. Seaport Gordian Energy LLC serves as investment banker to the Debtors and Epiq Corporate Restructuring LLC acts as notice and claims agent. PG&E CORP: Court Questions FERC Power Deal Orders ------------------------------------------------- Law360 reports that the ninth Circuit judges asked the Federal Energy Regulatory Commission on August 14, 2020 why the agency's orders asserting it has a say over power contract rejections in bankruptcy shouldn't be vacated, in light of Pacific Gas & Electric Co.'s recent emergence from Chapter 11. An appeals court panel heard oral arguments in the closely watched turf war between FERC and federal bankruptcy courts over which gets to determine the fate of utility power purchase agreements in bankruptcy, stemming from FERC's declaration of concurrent jurisdiction over PG&E's more than $42 billion worth of wholesale PPAs just days before the utility filed for bankruptcy. About PG&E Corp. PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. Morrison & Foerster LLP, as special regulatory counsel. Munger Tolles & Olson LLP, as special counsel. The Office of the U.S. Trustee appointed an official committee of creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. PG&E Corporation and Pacific Gas and Electric Company announced July 1, 2020, that PG&E has emerged from Chapter 11, successfully completing its restructuring process and implementing PG&E's Plan of Reorganization that was confirmed by the Bankruptcy Court on June 20, 2020. PROTEUS DIGITAL: Novartis & Other Investors Try to Delay Co's Sale ------------------------------------------------------------------ FIERCE HEALTHCARE reports that despite 11th-hour objections by some investors, a judge has approved the sale of Proteus Digital Health's assets to pharmaceutical giant Otsuka Pharmaceutical, one of its main customers. Judge Brendan L. Shannon in Delaware approved the sale following a sale hearing. The deal is based on a $15 million "stalking horse" offer from the American unit of Otsuka Pharmaceutical Co. Ltd. that includes the assumption of certain liabilities, according to the case documents filed in the U.S. Bankruptcy Court for the District of Delaware. A group of secured equity holders including drug giant Novartis and two Hong Kong investment firms objected to Proteus' potential sale out of U.S. bankruptcy court. The group of investors said the sales process was "flawed" and would leave investors with $500 million in equity "holding the bag," according to case documents. In approving the sale, Judge Shannon said Otsuka's bid to buy Proteus' assets was executed "at arm's-length, in good faith, and without collusion or fraud," according to the court order. In their objection, the group of investors argued that the sale to Otsuka "amounts to nothing more than a giveaway" of Proteus' valuable assets to an "insider" and the $15 million sale price is calculated to bring in "just enough to pay the creditors in order to buy their silence" at the expense of equity, the investors said, according to case documents. But Proteus attempted to raise capital and and get more financing before it filed for Chapter 11 bankruptcy, testified Geoffrey Richards, managing director at Raymond James & Associates Inc., which is the company's investment banker. Raymond James reached out to 240 potential buyers, but other companies passed on making an offer because Proteus was burning through too much cash and it wasn't clear when the digital health company would be profitable or cash flow positive, he said. Proteus is burning between $2 million and $2.5 million a month, according to Richards. With half a billion dollars invested, the company had failed to create a sustainable business model, he said. Potential buyers were concerned that they would be "stuck in a business that was losing money and no way for them to exit on the other side," he said. In the ruling, the judge said that Otsuka is not an "insider," and that Proteus had afforded a "full, fair and reasonable opportunity" for other companies to make a higher or better offer for the assets. "We are pleased that the sale has been approved, and that the advancements Proteus made in digital medicine are in the hands of a buyer with a demonstrated interest in furthering this technology," Proteus representative John Perilli said in an emailed statement. As part of the asset purchase agreement, Otsuka will buy Proteus' information technology assets, intellectual property, and equipment, including equipment used to design and manufacture wearable sensors. The "smart pill" maker's sensor was one of the first of its kind to receive clearance from the Food and Drug Administration (FDA). Once valued at $1.5 billion, Proteus raised a total of $420 million from investors. But the company struggled to find a market for its digital pill and failed to close a $100 million funding round in late 2019. Otsuka is the primary licensee of a significant portion of Proteus' intellectual property, the bankrupt company said in the court documents. In 2018, Otsuka and Proteus Digital Health signed a five-year digital pill partnership, aiming to develop a new generation of ingestible sensors to track patients' adherence to treatment. Otsuka handed Proteus $88 million in a mix of equity and other payments to help fund a portfolio of new digital medicines focused on mental health, including continuing commercial work for the sensor-laden Abilify MyCite pill approved by the FDA in 2016. About Proteus Digital Health Proteus Digital Health, Inc., was founded in 2002 to research and develop Digital Medicines. It has developed and commercialized a service offering called Proteus Discover, a Digital Medicines solution. Proteus Digital Health sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-11580) on June 15, 2020. At the time of the filing, Debtor had estimated assets of between $100 million and $500 million and liabilities of between $50 million and $100 million. The Debtor tapped Goodwin Procter, LLP, as bankruptcy counsel; Potter Anderson & Corroon, LLP, as Delaware and conflicts counsel; SierraConstellation Partners, LLC, as financial advisor; and Kurtzman Carson Consultants, LLC, as notice and claims agent and administrative advisor. QUARTER HOMES: Seeks Approval to Tap Mark Harnden as Tax Accountant ------------------------------------------------------------------- Quarter Homes, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Mark Harnden, CPA, PC as its tax accountant. The firm's services will include the preparation and filing of tax-related documents and tax returns. The services will be provided mainly by Mark Harnden, a certified public accountant, who will be paid at the rate of $265 per hour. Mr. Harnden disclosed in court filings that he is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The professional can be reached at: Mark M. Harnden, CPA Mark Harnden, CPA, PC 7689 East Paradise Lane, Suite 7 Scottsdale, AZ 85260 Telephone: (480) 368-5755 Facsimile: (480) 368-5455 Email: mharnden@markmharndencpa.com About Quarter Homes Quarter Homes LLC owns commercial real estate, undeveloped land and residential properties in Arizona. On June 11, 2020, Quarter Homes filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-07065). The petition was signed by Quarter Homes president David Turcotte. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Daniel P. Collins oversees the case. The Debtor tapped Osborn Maledon, P.A. as legal counsel and Mark Harnden, CPA, as tax accountant. RAHMANIA PROPERTIES: Unsecureds to be Paid in Full over 4 Years --------------------------------------------------------------- Rahmania Properties, LLC, filed an Amended Plan of Reorganization dated August 11, 2020. Holders of Class 4 Unsecured Claims against the Debtor shall receive the full amount of their Allowed Unsecured Claim in cash, with interest at the federal judgment rate, payable in 5 installments with the first 20% to be paid on the Effective Date, and the last 20% to be paid on the fourth year anniversary of the Effective Date. The Holder of the Class 5 Removed Litigation Claim shall receive pursuant to the Removed Litigation Settlement Agreement in the amount of $800,000 no later than 90 days from entry of an order approving the Removed Litigation Settlement Agreement. In the event that the Debtor cannot pay the Holder of the Class 5 Removed Litigation Claim within the time set forth in the Removed Litigation Settlement Agreement, the Holder of the Removed Litigation Claim shall receive parcel of property located at 40-32 74th Street Elmhurst, New York free and clear of all Liens, claims, judgments, and encumbrances in exchange for $1,200,000. With respect to Class 6 Interests, after all payments are made under the Plan, Holders of Interests shall retain their Interests pursuant to the Removed Litigation Settlement Agreement and any excess Cash shall be distributed to the Holders of Interests. All Claims under the Plan, except for Unsecured Claims and Interests shall be satisfied with the proceeds of any exit financing obtained by the Debtor or, in the event the Debtor is unable to obtain exit financing, by a sale of the Property. Allowed Unsecured Claims shall be paid with the Debtor’s Available Cash on the Effective Date and funds generated from the operation of the Debtor’s business. A full-text copy of the Amended Plan of Reorganization dated August 11, 2020, is available at https://tinyurl.com/y4vw9asu from PacerMonitor at no charge. Attorneys for the Debtor: ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK P.C. 875 Third Avenue, 9th Floor New York, New York 10022 Tel. No.: 212-603-6300 A. Mitchell Greene, Esq. Robert M. Sasloff, Esq. About Rahmania Properties LLC Rahmania Properties LLC owns and operates a mixed-use property in Queens, N.Y. The Debtor filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 15-43971) on August 28, 2015. In the petition signed by Mohammed A. Rahman, president, the Debtor disclosed $6.8 million in assets and $3.3 million in liabilities. REGIONAL HEALTH: Names Ben Waites as Chief Financial Officer ------------------------------------------------------------ Accomplished finance executive Ben Waites has joined Regional Health Properties, Inc., effective Sept. 8, 2020, as its new chief financial officer and vice president. In this role, Mr. Waites will help lead the Company's efforts to drive value through strategic focus, team development, and operational and financial excellence. Most recently, Mr. Waites spent 10 years as vice president of finance and assistant treasurer for Cajun Operating Company, Inc., the franchisor and operator of over 1,600 restaurant locations. In this role, he refinanced the organization's debt, realizing more than $8 million in annual interest savings and restructured all bank relationships. He previously spent two years as chief accounting officer of Lavie Healthcare, operator of 125 skilled nursing and rehabilitation centers and 11 years at RARE Hospitality, operator of LongHorn Steakhouse, and The Capital Grille. In these positions, Mr. Waites developed and led financial teams that supported their domestic and international growth platforms and was instrumental in a variety of strategic and capital transactions. He also led efforts to significantly reduce costs and improve organizational efficiency. He started his career in public accounting, with positions in both the Entrepreneurial Services Group and Audit department of Ernst & Young. Waites graduated from Harding University, is a Georgia CPA and will report directly to Brent Morrison, Regional Health Properties' chief executive officer and president. Brent Morrison commented, "Ben's experience, leadership and financial expertise, particularly within the skilled nursing industry, will be a great addition to the company. He has a well-documented history of working with large organizations with multiple locations, bringing financial teams together to maximize resources and drive the business forward." About Regional Health Regional Health Properties, Inc. (NYSE American: RHE) (NYSE American: RHEpA) -- http://www.regionalhealthproperties.com-- is a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term healthcare through facility lease and sub-lease transactions. Regional Health reported a net loss attributable to the company's common stockholders of $3.50 million for the year ended Dec. 31, 2019 compared to a net loss attributable to the company's common stockholders of $19.88 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $111.80 million in total assets, $99.63 million in total liabilities, and $12.16 million in total stockholders' equity. REGUS CORP: Court OKs $17.5M Loan for Office Units' Leases ---------------------------------------------------------- Steven Church of Bloomberg News reports that Regus Corp. won court approval to loan its bankrupt, U.S. co-working space units $17.5 million to help pay rent at properties that the company is trying to reorganize. The money will cover rent due in October and give the company time to negotiate with landlords for the more than 100 Regus-affiliated properties that have filed bankruptcy in recent months, company attorney Chad Husnick told U.S. Bankruptcy Judge Brendan Shannon during a court hearing held by telephone on Tuesday, September 29, 2020. Regus-branded properties in the U.S. began filing bankruptcy around early August 2020 as part of a strategy to renegotiate rents. About Regus Corp. Headquartered in Chertsey, UK, Regus Group Plc was founded by the current CEO Mark Dixon in 1989 and is the world's largest provider of serviced offices and videoconferencing facilities. Following the acquisition of HQ Global Workplaces in 2004, it runs a network of approximately 80,000 workstations in 55 countries around the world. REMINGTON OUTDOOR: Fate of Madison Operations Unclear ----------------------------------------------------- Richard Craver of the Winston-Salem Journal reports that a federal bankruptcy court judge approved Tuesday, September 28, 2020, Vista Outdoor Inc.'s $81.4 million offer for the largest portion of Remington Outdoor Co. Inc.'s assets. However, the fate of Remington's operations and 103 employees in Madison remains unclear. On July 27, 2020, Remington entered Chapter 11 bankruptcy protection for the second time in nearly 2½ years, declaring between $100 million and $500 million in both assets and liabilities. Remington spokesman Billy Hogue told the Observer-Dispatch of Utica, N.Y., in August that "the bankruptcy impacts all of our employees at all of our sites: Ilion, Huntsville, Ala., Madison, N.C., Lonoke, Ark. — every single employee." Vista, a firearms competitor of Remington, announced its winning offer in a statement Sunday. It won the bid for Remington's ammunition and accessories business, including its plant in Lonoke, Ark., along with the company's brand and trademarks. Vista's statement did not specifically mention Remington's operations in Madison in western Rockingham County. Vista officials could not be immediately reached for comment about whether it acquired the Madison operations. Rockingham economic officials said Tuesday they did not have an update on the Madison facilities. On Aug. 6, 2020, Remington filed WARN Act notices that collectively warned that its entire workforce, including those in Madison, could be laid off — beginning Tuesday — if it could not find a buyer. Most employees have been furloughed. Vista projects closing its purchase early in the third quarter of Vista's fiscal 2021, which could be as soon as October 2020. "Remington ammunition and accessories have a storied role in America's sporting heritage, with a legacy dating back to 1816," said Chris Metz, Vista's chief executive. "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. "We look forward to restoring it to greatness by leveraging Vista Outdoor's scale, manufacturing infrastructure, distribution channels and Centers of Excellence," Metz said. There were six other successful bidders for portions of Remington's remaining assets, including competitor Sturm, Ruger & Co. paying $30 million for the Marlin firearms business. The other asset purchases involve: Roundhill Group LLC buying the non-Marlin firearms business for $13 million; Sierra Bullets LLC paying $30.5 million for its Barnes ammunition business; JJE Capital Holdings LLC for the DPMS, H&R, Stormlake, AAC and Parker brands; Franklin Armory Holdings LLC for the Bushmaster brand and related assets; and Sportsman's Warehouse Inc. for the Tapco brands. Roundhill would acquire a gun factory in Ilion, N.Y., a handful barrel factory in Lenoir City, Tenn., and other assets. According to Law360.com, the non-Vista bids were worth a combined $77.8 million. 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. REMINGTON OUTDOOR: Has $159.2M in Offers From Multiple Buyers ------------------------------------------------------------- Law360 reports that Remington Outdoor Co. will be asking an Alabama bankruptcy court to allow it to split its firearms and ammunition business between seven different buyers after receiving $159.2 million in offers for different parts of its assets in a multi-day Chapter 11 auction. According to the bid notice Remington filed Sunday, the proposed sale would see a rifle-making subsidiary go to gunmaker Sturm Ruger & Co., two of its firearm factories go to another company and its ammunition business split between another two buyers, while three more bidders would pick up an assortment of firearms and accessories brands. According to CNY, it appears that Roundhill Group, LLC, is in line to acquire the Ilion plant. A report in Sunday's Wall Street Journal puts the auction bid price at $13 million dollars. Roundhill is believed to be an investment group. There are several companies that use the name Roundhill, none of them are in the gun making business. CNY reports that Sturm Ruger & Co is one of the other top bidders on Remington Outdoor's gun making business. Several other bidders are involved in Remington Outdoor's ammunition business. About Remington Outdoor Co. Inc. 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. REMINGTON OUTDOOR: Rival Sierra Bullets Buys Barnes for $30.5M -------------------------------------------------------------- Clarus Corporation (NASDAQ: CLAR) on Sept. 28, 2020, announced that its subsidiary Sierra Bullets, L.L.C., was selected to acquire certain assets relating to the Barnes Bullets brand of specialty hunting bullets in a chapter 11 bankruptcy auction process conducted by Remington Outdoor Company, Inc. and certain of its subsidiaries. Founded in 1932 and headquartered in Mona, Utah, Barnes is an industry-leader in manufacturing environmentally sound, lead-free bullets. Barnes is known for its superior quality and accuracy, offering a full line of premium component bullets and ammunition sold through nationally recognized retailers and e-commerce channels. Sierra is expected to acquire Barnes for $30.5 million in cash, pursuant to an asset purchase agreement. For the trailing 12 months ended June 30, 2020, Barnes Bullets reported $21.8 million in sales. The acquisition is anticipated to be immediately accretive to Clarus’ earnings. "Barnes embodies the 'innovate and accelerate' playbook we seek with ‘super-fan’ brands," said John Walbrecht, Clarus’ president. "Barnes is a leader in lead-free, all copper bullets, with a rich history of product innovation and strong brand awareness amongst the core enthusiast, yet it has untapped go-to-market potential. We believe these ingredients give us a heightened advantage to develop world-class products, increase brand awareness, expand product categories and improve distribution while staying true to the core user.” The acquisition of Barnes presents multiple strategic and financial benefits to the Company's bullet and ammunition platform, most notably the addition of a comprehensive lead-free, all copper offering. Clarus' Executive Chairman, Warren Kanders, commented: "The Barnes acquisition caps off our strategy to build a leader in specialty premium bullets and ammunition. We now have a platform of scale that we expect to continue to deliver strong recurring revenue with high gross margins and free cash flow conversion. This acquisition also demonstrates our ability to patiently wait for strategic assets at attractive values that we expect to drive growth and maximize our returns on invested capital. We look forward to further acquisition efforts being in similarly accretive, strategic areas outside of the bullet and ammunition market." Clarus' CFO, Aaron Kuehne, added: "The opportunistic and strategic acquisition of Barnes represents an accretive, tuck-in asset that brings our bullet and ammunition business additional capacity in a period of great demand and improves our overall scale within our Sierra segment. In addition, the acquisition presents significant financial and operational synergies that we expect to maximize with our strong balance sheet. As such, we expect our leading specialty bullet and ammunition platform has long-term runway to becoming a segment with $100 million in sales generating 25-30% adjusted EBITDA margins." 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. Once approved, the negotiated asset purchase agreement will be entered into and the transaction is expected to close in October. More financial details on Barnes Bullets will be disclosed in Clarus' upcoming third quarter earnings call, which is anticipated to be in early November. About Barnes Bullets Headquartered in Mona, Utah, Barnes Bullets has been an industry leader in bullet technology and innovation since 1932. The company manufactures some of the world’s most technologically advanced lead-free bullets and premium hunting, self-defense and tactical ammunition. Barnes has earned its strong reputation through unrivaled performance and results. This reputation is defined by innovative design, advanced manufacturing techniques and a core focus on the end-user. With its products being sold through its online store, a variety of retailers and international distributors, Barnes’s customers include hunters, range shooters, military and law enforcement professionals around the world. For additional information, visit www.barnesbullets.com. About Sierra Founded in 1947 and headquartered in Sedalia, Missouri, Sierra Bullets has been dedicated to manufacturing one of the highest-quality, most accurate bullets in the world. From local and international shooting competitions to sport and hunting, Sierra offers best-in-class accuracy and precision that hunting and sport shooting enthusiasts have come to depend on. This performance is born from a proprietary manufacturing process that enables the achievement of the tightest tolerances in the industry. Sierra’s bullets are used for precision target shooting, hunting and defense purposes. In addition to a wide base of retailers, Sierra's customers include distributors, law enforcement and industry OEMs. Sierra's products have cultivated a significant consumer following recognized by its iconic "green box" packaging and include globally recognized brands such as Sierra MatchKing, Sierra GameKing, and Sierra BlitzKing. For more information, visit http://www.sierrabullets.com/ About Clarus Corporation Headquartered in Salt Lake City, Utah, Clarus Corporation is a leading developer, manufacturer and distributor of best-in class outdoor equipment and lifestyle products focused on the climb, ski, mountain, and sport markets. With a strong reputation for innovation, style, quality, design, safety and durability, Clarus’ portfolio of iconic brands includes Black Diamond®, Sierra®, PIEPS®, and SKINourishment® sold through specialty and online retailers, distributors and original equipment manufacturers throughout the U.S. and internationally. For additional information, please visit www.claruscorp.com or the brand websites at www.blackdiamondequipment.com, www.sierrabullets.com, or www.pieps.com. 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. RENT-RITE SUPERKEGS: Court Upholds the Bank Loan Interest Validity ------------------------------------------------------------------ Lydia Beyoud of Bloomberg Law reports that a federal court in Colorado ruled that a new federal rule on interest rates on bank-sold loans is valid, but remanded a bankrupt company's dispute over the "true lender" of a high-interest loan it owed. Rent-Rite Superkegs West Ltd. deserved an opportunity to conduct discovery on whether the loan came from Wisconsin-based Bank of Lake Mills or its non-bank partner, World Business Lenders, LLC, the U.S. District Court for the District of Colorado ruled Wednesday. The Office of the Comptroller of the Currency in May issued a "valid-when-made" rule that said an interest rate remains valid during bank transfers. About Rent Rite SuperKegs Headquartered in Denver, Colorado, Rent Rite SuperKegs West Ltd. leases warehouse space to tenants. It owns a warehouse building located at 3850 to 3900 E. 48th Ave., Denver, Colo. The Debtor first filed for Chapter 11 protection (Bankr. D. Colo. Case No. 12-31592) on Oct. 18, 2012. Rent Rite SuperKegs West sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-21236) on Dec. 11, 2017. In the petition signed by Thomas S. Wright, president, the Debtor was estimated to have assets and liabilities of $1 million to $10 million. Judge Thomas B. McNamara oversees the case. The Debtor hired Weinman & Associates, P.C., as counsel, and Allen Vellone Wolf Helfrich & Factor P.C., as special counsel. The Office of the U.S Trustee appointed an official committee of unsecured creditors on Feb. 2, 2018. The committee retained Appel, Lucas & Christensen, P.C., as its legal counsel. REVLON INC: Citigroup Asks Lenders to Return Mistaken $900M Payment ------------------------------------------------------------------- Katherine Doherty of Bloomberg News reports that the Citigroup Inc. is attempting to recover almost $900 million it mistakenly paid to Revlon Inc. lenders who are locked in a bitter fight with the cosmetics company over a 2016 asset transfer. Some of Revlon's lenders are refusing to return the money to Citi after they received funds from the bank equal to the principal amount of a Revlon loan plus accrued interest, according to people with knowledge of the situation. The bank asked for the money to be returned, citing a clerical error. So far it's received some but not all of the of the funds back. About Revlon Inc. Headquartered in New York, New York, Revlon, Inc. conducts its business exclusively through its direct wholly-owned operating subsidiary, Revlon Consumer Products Corporation and its subsidiaries. Revlon is an indirect majority-owned subsidiary of MacAndrews & Forbes Incorporated, a corporation beneficially owned by Ronald O. Perelman. Mr. Perelman is Chairman of Revlon's and Products Corporation's Board of Directors. * * * In July 2020, S&P Global Ratings lowered issuer credit rating on Revlon Inc. to 'CC' from 'CCC-'. Concurrently, S&P lowered its issue-level rating on the company's $880 million Brandco first lien term loan to 'CCC-' from 'CCC' and maintain '2' recovery rating. In addition, S&P lowered its issue-level rating on the remaining tranches of secured debt to 'C' from 'CC' and maintained '5' recovery rating. Lastly, S&P affirmed its 'C' issue-level rating on the company's two tranches of unsecured notes, the '6' recovery ratings remain unchanged. The negative outlook reflects S&P's expectation that it will lower its issuer credit rating on Revlon to 'SD' (selective default) and its issue-level rating on its February 2021 notes to 'D' after the transaction closes. The downgrade follows Revlon's announcement that it commenced an offer to exchange any and all of its outstanding amounts of 5.75% notes due February 2021 for a combination of new 5.75% notes due February 2024 and an early tender/consent fee. The existing noteholders will receive $750 principal amount of new notes for every $1,000 of existing notes tender and $50 of cash as an early tender/consent fee. Holders who tender their existing notes after the early tender deadline (Aug. 7, 2020) will receive only $750 principal amount of new notes for every $1,000 principal amount of existing notes tendered. RQW - REAL ESTATE: Plan of Reorganization Confirmed by Judge ------------------------------------------------------------ Judge Deborah L. Thorne has entered an order approving Second Amended Joint Disclosure Statement and confirming the Second Amended Plan of Reorganization of RQW Real Estate Holdings LLC and its Debtor Affiliates. Based upon the record before the Court, including the statements of counsel, the docket maintained by the Bankruptcy Court for the Cases and the other materials the Court considered at a duly noticed hearing, the Plan satisfies each of the conditions for confirmation in Section 1129. In addition to the releases in the Plan and for the avoidance of doubt, as of the Exit Financing Closing Date, Eric and Adriana Quick shall be released and discharged by First Midwest Bank from any and all claims, liabilities, debts, suits and demands related to the amounts the Debtors or each of them owe to First Midwest Bank and the claims asserted in the suit filed by First Midwest Bank in Cook County by a separate mutual agreement to be executed by the parties within 7 days after the Quicks request a payoff letter. A full-text copy of the order dated August 13, 2020, is available at https://tinyurl.com/y3ls7bph from PacerMonitor.com at no charge. The Debtors are represented by: Scott R. Clar Crane, Simon, Clar & Dan 135 S. LaSalle Street, Suite 3705 Chicago, Illinois 60603 Tel: 312-641-6777 About RQW Real Estate Holdings and RQW Automotive Services RQW Real Estate Holdings LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). RQW Real Estate Holdings and its affiliate, RQW Automotive Services LLC, filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 19-35576) on Dec. 18, 2019. At the time of the filing, RQW Real Estate Holdings was estimated to have assets of between $1 million and $10 million and liabilities of the same range. RQW Automotive had estimated assets of between $1 million and $10 million and liabilities of less than $50,000. Judge Deborah L. Thorne oversees the cases. Crane, Simon, Clar and Dan is the Debtors' legal counsel. RYMAN HOSPITALITY: Fitch Affirms B+ LongTerm IDR, Outlook Negative ------------------------------------------------------------------ Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) for Ryman Hospitality Properties (RHP) at 'B+'. The Rating Outlook is Negative. The rating reflects Fitch's expectation for leverage to rise in the one- to two-year horizon, as well as uncertainty around the timing of bringing it back to 2018/2019 levels given the severe, unprecedented impact of the coronavirus pandemic on the travel and hospitality sectors. Positively, Ryman has adequate near-term liquidity and no material debt maturities until 2023. Moreover, Fitch's rating case forecast shows Ryman's leverage returning to below Fitch's negative rating sensitivity by the end of 2022. Lodging faces immediate risk from the severe drop in travel due to coronavirus fears, as well as the medium-term impact from slower, or negative economic growth on the global hotel industry. Globally, the virus' impact on hospitality could worsen depending on the pandemic's duration and if travel bans are extended or broadened. In addition, the pandemic has had a larger negative impact on group and corporate business, which have been slower to recover. Fitch's rating case assumes total U.S. RevPAR declines by 45% during 2020. Fitch assumes 2021 RevPAR rebounds by 33%, to approximately 75% of 2019 levels, reflecting marked improvement from the unsustainably low travel levels caused by coronavirus concerns, balanced by lingering U.S. economic weakness. Fitch assumes RevPAR grows 15% in 2022 and 8% in 2023, returning to growth rates comparable to prior post-recession recoveries. Fitch's rating case assumptions result in TTM RevPAR returning to prior peak levels within 61 months, compared with 49 months and 59 months following the 2001 and GFC downturns, respectively. Given Ryman's exposure to convention and other group business, Fitch assumes RHP's portfolio will continue to underperform the broader U.S. average through 2020 and 1H21, and narrow the gap by the end of 2021. Under this scenario, Fitch expects leverage to increase to 16x in 2021, but recover to 6x and lower by 2022-2023. KEY RATING DRIVERS Admirably Navigating a Tough Environment: Performance among luxury and upper upscale hotels, particularly those with more exposure to group business and corporate travel, has underperformed the broader U.S. average in the pandemic. Fitch expects this disparity to continue for the rest of the year, and into 1H21, but to narrow over the course of 2021. As of September 2020, Ryman has reopened four of five Gaylord Hotels, shifting its business mix more to leisure transient demand by appealing to 'drive-to' vacation travel. In addition, cost-cutting measures have been better than expected. Adequate Liquidity, Expanded Runway: As of Aug. 31, 2020, RHP had $54 million on cash on hand, $675 million available on its $700 million revolving credit facility, and $47 million of restricted cash in FF&E reserves for hotel maintenance. In May, the company walked away from its planned $275 million acquisition of Block 21 in Austin, forfeiting a $15 million deposit. Ryman continues to improve its monthly cash burn estimate, from $42 million/month in March to $25 million by 3Q20 and $22-24 million by 4Q20. As a result, the company estimates it has roughly 30 months of liquidity (compared with an estimated 18-24 months in March), which includes $45 million remaining capex on its Gaylord Palms expansion. Most other capital spending has been eliminated or deferred, including the expansion of Gaylord Rockies. Elevated Leverage: Fitch expects Ryman's REIT leverage to rise sharply in 2021 but fall to around 6x by 2022. This compares with the general 4.0x-5.0x range during 2016-2019. Leverage temporarily rose in 2018 with the construction of the Gaylord Rockies resort and the acquisition of a majority stake (from 35% to 62%). High Quality, Differentiated Hotel Portfolio: RHP owns a high quality, concentrated portfolio of five specialized hotels (including its 62% interest in the Gaylord Rockies) with strong competitive positions in the large group destination resort market. The company's smallest hotel has 1,500 rooms and each of its five properties ranks within the 10 largest U.S. hotels as measured by exhibit and meeting space square footage. RHP's portfolio also has the highest space-to-rooms ratio in the segment. Groups booking rooms blocks of 10, or more comprise roughly 70% of with multi-year advance bookings windows. RHP's high portfolio concentration by assets, markets, price/amenity level, brand and property manager are consistent with speculative grade ratings. All of the company's hotels are managed by Marriott International, which acquired the Gaylord brand from RHP during 2012. High capital costs and long lead times provide some barriers to new supply in RHP's niche property type. RHP's assets are generally attractive to institutional lenders and investors, supporting the company's contingent liquidity. Development is not a key component of RHP's strategy; however, the company has taken some development risk through unconsolidated joint ventures. Volatile Cash Flows: Hotel industry cyclicality is a key credit concern. Hotels re-price their inventory daily, resulting in the shortest lease terms and least stable cash flows within commercial real estate. Economic cycles and exogenous events (i.e. acts of terrorism) have historically caused, or exacerbated industry downturns. The average large group bookings window is over two years, which provides RHP with better revenue visibility than most hotel REITs. Longer lead times can cause group demand to lag that of the overall industry, which can buffer cash flows during downturns and delay them during recoveries. RHP's Entertainment segment (slightly over 10% of segment EBITDA) provides some additional cash flow diversification and stability. The segment includes unique, valuable entertainment content stemming from the Grand Ole Opry's nearly 100 years of history, as well as other branded entertainment and/or F&B assets, such as the Ryman Auditorium in Nashville, TN and the company's Ole Red branded restaurant joint venture. Weak Relative Capital Access: RHP has demonstrated access to common and preferred equity, private placement unsecured bonds and bank debt, secured debt and joint ventures. However, Fitch believes the company's access to many of these capital avenues is weaker than more established REIT issuers that own portfolios with more stable, longer lease-duration property types in core urban markets generally favored by institutional equity investors and lenders. Ryman's credit facility is secured by first-lien interests in each of the company's owned Gaylord hotels. As a result, the company would likely be unable to access the secured mortgage market to bolster its liquidity during a downturn. Fitch notes that this is mitigated somewhat by the company's liquidity position and well-laddered maturity profile. Recovery Ratings: Fitch's recovery analysis assumes Ryman would be considered a going-concern in bankruptcy and the company would be reorganized rather than liquidated. The EBITDA estimate reflects Fitch's view of a sustainable, conservative post-reorganization EBITDA level. Fitch conservatively assumes GC EBITDA of approximately $260 million, ex Rockies, which is over 40% below 2019 levels. Fitch also applies a conservative EBITDA multiple of 8x to reflect the distressed and uncertain nature of the asset type in the current environment. For the Rockies, Fitch assumes GC EBITDA of approximately $79 million. Fitch applied a 9x multiple for the newer Rockies asset, a premium to the four older assets to reflect its newer quality, and estimated higher run rate Total RevPAR. Rockies was built in 2018 and revalued at $810 million in 4Q18. Ryman and its JV partner have guaranteed 10% of the Rockies loan until certain coverage ratios are met, which Fitch assumes will not happen this year. Fitch has included any shortfall from the Rockies loan (up to the guarantee amount) as an unsecured claim. The recovery analysis featured assumes that Ryman's $700 million revolver is fully drawn, resulting in total debt of $3.3 billion (including the Rockies loan). The net recoverable value totals $2.5 billion, after applying 10% to administrative costs and priority claims. The distribution of value yields a recovery ranked in the 'RR1' category for the revolving credit facility, term loan A, and term loan B; a recovery rating of 'RR2' for the Rockies loan; and the 'RR4' category for the unsecured obligations. Under Fitch's Recovery Criteria, these recoveries result in notching three levels above the IDR for the secured obligations excluding the Rockies loan to 'BB+', two notches for the Rockies loan to 'BB', and in line with the IDR at 'B+' for the unsecured loans. DERIVATION SUMMARY Ryman is smaller and notably more concentrated by assets, geography and chainscale (i.e. hotel quality) than its peer Host Hotels & Resorts (BBB-; Stable). Ryman's operations are concentrated to its five large hotels. Additionally, Ryman's focus on the large group segment of the leisure market differentiates it from its peers. While RHP's entertainment assets generate a small portion of the Ryman's overall EBITDA, Fitch views the diversification as a credit positive. KEY ASSUMPTIONS -- Severe, roughly 70% drop in RevPAR in 2020 followed by a rebound in 2021 to around 60% of 2019 levels. RevPAR further expands to 88% of 2019 levels in 2022, and 95% of 2019 in 2023; -- Negative EBITDA margin in 2020, as occupancy is slow to recover for the balance of 2020 and into 2021. EBITDA margin improves to 17% in 2021 down from the 30% in 2018-2019, and continues to recover thereafter; -- No additional acquisitions or dispositions. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Faster than expected rebound from the coronavirus pandemic, in which global economies quickly return to pre-2020 levels with minimal disruption; -- Fitch's expectation for leverage sustaining below 5.0x; -- Better re-booking success in the second half of 2020 and 2021, leading to better than expected growth. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Fitch's expectation for leverage to sustain above 6.0x beyond 2022 due to a protracted lodging industry downturn; -- A more severe lodging industry downturn or slower recovery, including expectations that U.S. RevPAR is unlikely to recover to 80% of peak levels by 4Q21/1Q22, and/or expectations of persistent underperformance of the upper tier through YE 2022; -- Slower margin recovery in 2022 and beyond. LIQUIDITY AND DEBT STRUCTURE As of Aug. 31, 2020, RHP had $54 million on cash on hand, $675 million available on its $700 million revolving credit facility, and $47 million of restricted cash in FF&E reserves for hotel maintenance. In May, the company walked away from its planned $275 million acquisition of Block 21 in Austin, forfeiting a $15 million deposit. Ryman continues to improve its monthly cash burn estimate, from $42 million/month in March to $25 million by 3Q20 and $22 million-$24 million by 4Q20. As a result, the company estimates it has roughly 30 months of liquidity (compared to an estimated 18-24 months in March), which includes $45 million remaining capex on its Gaylord Palms expansion. Most other capital spending has been eliminated or deferred, including the expansion of Gaylord Rockies. 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. SAEXPLORATION HOLDINGS: Seeks to Hire Porter Hedges as Counsel -------------------------------------------------------------- SAExploration Holdings, Inc. and its debtor affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Porter Hedges LLP as their bankruptcy counsel. The firm will render these professional services: (a) Provide legal advice with respect to the Debtors' rights and duties as debtors-in-possession and continued business operations; (b) Assist, advise and represent the Debtors in analyzing the Debtors' capital structure, investigating the extent and validity of liens, cash collateral stipulations or contested matters; (c) Assist, advise and represent the Debtors in any cash collateral and/or post-petition financing transactions; (d) Assist, advise and represent the Debtors in the formulation of a disclosure statement and plan of reorganization and to assist the Debtors in obtaining confirmation and consummation of a joint plan of reorganization; (e) Assist, advise and represent the Debtors in any manner relevant to preserving and protecting the Debtors' estates; (f) Investigate and prosecute preference, fraudulent transfer and other actions arising under the Debtors' bankruptcy avoiding powers; (g) Prepare legal papers; (h) Appear in Court to protect the Debtors' interests before the Court; (i) Assist the Debtors in administrative matters; (j) Perform all other legal services for the Debtors which may be necessary and proper in these proceedings; (k) Assist, advise and represent the Debtors in any litigation matter; (l) Continue to assist and advise the Debtors in general corporate and other matters; and (m) Provide other legal advice and services, as requested by the Debtors, from time to time. The standard hourly rates charged by the firm's professionals range as follows: Partners $525 - $925 Counsel $375 - $825 Associates $420 - $590 Paraprofessionals $235 - $355 In addition, the firm will seek reimbursement for out-of-pocket expenses incurrent in connection with this representation. Prior to the petition date, the firm performed a drawdown of the retainer received from the Debtors in the amount of $451,139.22 for pre-bankruptcy fees and expenses related to restructuring work, as well as filing fees for these cases. As of the petition date, the balance of the retainer was $48,860.78. John Higgins, a partner at Porter Hedges, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: John F. Higgins, Esq. Porter Hedges LLP 1000 Main St., 36th Floor Houston, TX 77002 Telephone: (713) 226-6000 Facsimile: (713) 228-1331 Email: jhiggins@porterhedges.com About SAExploration Holdings Based in Houston, Texas, SAExploration Holdings, Inc. and affiliates are full-service global providers of seismic data acquisition, logistical support and processing services to their customers in the oil and natural gas industry that operate through wholly-owned subsidiaries, branch offices and variable interest entities in North America, South America, Asia Pacific, West Africa and the Middle East. For more information, visit https://saexploration.com. SAExploration Holdings, Inc. and affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-34306) on August 27, 2020. The petitions were signed by Michael Faust, chairman, chief executive officer, and president. At the time of the filing, Debtors had estimated assets of between $1 million to $10 million and liabilities of between $100 million to $500 million. Judge Marvin Isgur oversees the case. Debtors have tapped Porter Hedges LLP as their bankruptcy counsel, Imperial Capital, LLC and Winter Harbor LLC as financial advisors, and Epiq Corporate Restructuring, LLC as claims, noticing, solicitation and administrative agent. SFP FRANCHISE CORP: Court Approves Chapter 11 Liquidation Plan -------------------------------------------------------------- Law360 reports that a Delaware bankruptcy judge in August 2020 gave his nod to card and stationery store owner SFP Franchise Corp.'s Chapter 11 plan to distribute proceeds from liquidation sales run at roughly 180 stores in the U.S. , including its Papyrus retail locations. During a hearing held virtually, U.S. Bankruptcy Judge John T. Dorsey approved the plan pending final revisions, and signed off on the order later in the day after SFP was able to resolve concerns raised by the U. S. Trustee, who had flagged certain liability releases in the plan as being too broad. Under the Plan, Class 6 General Unsecured Claims total $38,000,000, and holders of these claims are projected to recover 0.52% to 3.15%. Each holder of such Allowed General Unsecured Claim will receive its pro rata share of the beneficial trust interests, which beneficial trust interests shall entitle the holders thereof to receive their pro rata share of the liquidation trust assets. A full-text copy of the Disclosure Statement dated June 3, 2020, is available at https://tinyurl.com/y9mgjq5v from PacerMonitor.com at no charge. About SFP Franchise Corp. Schurman Retail Group -- http://www.srgretail.com/-- was founded in 1950 as an importer and wholesaler of fine greeting cards offering its products through wholesale, franchise, retail, and online channels. The first Papyrus store was opened in 1973 in Berkeley, California. Today, the company operates Papyrus, Paper Destiny, and American Greetings/Carlton Cards retail stores. As of the Petition Date, the Company owns and operates 254 retail stores in the United States and Canada and is headquartered in Goodlettsville, Tennessee. SFP Franchise Corporation and Schurman Fine Papers sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-10134) on Jan. 23, 2020. At the time of the filing, the Debtors each had estimated assets of between $10 million and $50 million and liabilities of between $50 million and $100 million. Judge John T. Dorsey oversees the cases. The Debtors tapped Landis Rath & Cobb, LLP as their legal counsel, and Omni Agent Solutions as claims and noticing agent. The U.S. Trustee for Region 3 on Feb. 4, 2020, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of SFP Franchise Corporation and Schurman Fine Papers. SFP FRANCHISE: Joint Liquidating Plan Confirmed by Judge -------------------------------------------------------- Judge John T. Dorsey has entered findings of fact, conclusions of law and order approving the Disclosure Statement and confirming Joint Plan of Liquidation of SFP Franchise Corporation and Schurman Fine Papers. The Disclosure Statement contains adequate information within the meaning of Bankruptcy Code section 1125 and complies with any additional requirements of the Bankruptcy Code, Bankruptcy Rules, and applicable non-bankruptcy law. As evidenced by the Voting Certification, votes to accept or reject the Plan have been solicited and tabulated fairly, in good faith, and in a manner consistent with the Plan, the Interim Approval/Procedures Order, the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any applicable non-bankruptcy law, rule, or regulation. The Plan complies with the applicable provisions of the Bankruptcy Code and, as required by Bankruptcy Rule 3016, the Plan is dated and identifies the Debtors as the proponents of the Plan, thereby satisfying Bankruptcy Code section 1129(a)(1). A full-text copy of the order dated August 13, 2020, is available at https://tinyurl.com/y6rds4ke from PacerMonitor.com at no charge. Counsel to the Debtors: Adam G. Landis Matthew B. McGuire Nicolas E. Jenner LANDIS RATH & COBB LLP 919 Market Street, Suite 1800 Wilmington, DE 19801 Telephone: (302) 467-4400 Facsimile: (302) 467-4450 About SFP Franchise Co. and Schurman Fine Papers SFP Franchise Corporation and Schurman Fine Papers sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-10134) on Jan. 23, 2020. At the time of the filing, the Debtors each had estimated assets of between $10 million and $50 million and liabilities of between $50 million and $100 million. Judge John T. Dorsey oversees the cases. The Debtors tapped Landis Rath & Cobb, LLP as their legal counsel, and Omni Agent Solutions as claims and noticing agent. SHAKER RD: Seeks to Hire O'Connell & Plumb as Special Counsel ------------------------------------------------------------- Shaker Rd, LLC seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ O'Connell & Plumb, P.C. as special counsel. Debtor desires to employ the firm to assist in collecting debt from its tenants. The firm will get 33 1/3 percent of the gross amount recovered. O'Connell & Plumb, P.C. and its members are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jerry B. Plumb, Jr., Esq. O'Connell & Plumb, P.C. 75 Market Place Springfield, MA 01103 Telephone: (413) 733-9111 Facsimile: (413) 733-9888 About Shaker Rd LLC Shaker Rd, LLC, a company based in East Longmeadow, Mass., filed a Chapter 11 petition (Bankr. W.D. Mass. Case No. 20-30338) on June 17, 2020. In the petition signed by Louis Masaschi, manager, Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Elizabeth D. Katz oversees the case. Debtor has tapped Hendel, Collins & O'Connor, P.C., as its bankruptcy counsel and O'Connell & Plumb, P.C. as its special counsel. SNL WILLIAMSON: Hires Case & DiGiamberardino as Counsel ------------------------------------------------------- SNL Williamson Group, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Case & DiGiamberardino, P.C., as counsel to the Debtor. SNL Williamson requires requires Case & DiGiamberardino to represent and provide legal services in relation to the Chapter 11 bankruptcy proceedings. Case & DiGiamberardino 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. John A. DiGiamberardino, partner of Case & DiGiamberardino, 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. Case & DiGiamberardino can be reached at: John A. DiGiamberardino, Esq. CASE & DIGIAMBERARDINO, P.C. 245 Butler Ave. Lancaster, PA 17601 Tel: (717) 209-7077 About SNL Williamson Group SNL Williamson Group, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 20-13633) on September 9, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by CASE & DIGIAMBERARDINO, P.C. STAGE STORES: Court Approves Its Liquidation in Chapter 11 ---------------------------------------------------------- Law360 reports that a Texas bankruptcy judge on Friday, August 14, 2020, approved discount retailer Stage Stores' plan to finish its ongoing liquidation and shut down its remaining stores after hearing a last-minute plea by a real estate developer seeking more time to close a deal to buy the company. At a telephone hearing, U.S. Bankruptcy Judge David Jones approved the company's liquidation plan after hearing its counsel say it had failed to close on a going-concern sale to Houston real estate developer Ali Choudhri and was facing mounting expenses if it continued the case. About Stage Stores Stage Stores, Inc. (SSI) and its affiliates -- http://www.stagestoresinc.com/-- are apparel, accessories, cosmetics, footwear, and home goods retailers that operate department stores under the Bealls, Goody's, Palais Royal, Peebles, and Stage brands and off-price stores under the Gordmans brand. Stage Stores operates approximately 700 stores across 42 states. Stage's department stores predominately serve small towns and rural communities, and its off-price stores are mostly located in mid-sized Midwest markets. Stage Stores, Inc. and affiliate Specialty Retailers, Inc., sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-32564) on May 10, 2020. The Company disclosed $1,713,713,000 of total assets and $1,010,210,000 of total debt as of Nov. 2, 2019. The Hon. David R. Jones is the case judge. The Debtors tapped Kirkland & Ellis LLP as bankruptcy counsel; Jackson Walker L.L.P. as local bankruptcy counsel; PJ Solomon, L.P., is investment banker; Berkeley Research Group, LLC as restructuring advisor; and A&G Realty Partners, LLC as real estate consultant. Gordon Brothers Retail Partners, LLC, will manage the Company's inventory clearance sales. Kurtzman Carson Consultants LLC is the claims agent. The Official Committee of Unsecured Creditors appointed in these Chapter 11 Cases tapped Cooley LLP and Cole Schotz P.C. as co-counsels and Province, Inc. as financial advisor. THOMAS HEALTH: Emerges from Ch. 11 Bankruptcy --------------------------------------------- Anna Moore of Eye Witness News reports that Thomas Health announced Sept. 28, 2020, it has finalized all the required documents for Chapter 11 bankruptcy and has emerged from the process. Thomas Health, which operates Thomas Memorial Hospital, St. Francis Hospital, Thomas Health Physician Partners and TMH Services, filed for Chapter 11 bankruptcy on Jan. 10, 2020. In August 2020, the organization reached an agreement with an investment firm that included the discounted refunding of nearly $145 million in outstanding bond debt. "We began the restructuring process with a clear goal of strengthening our balance sheet for long-term growth and success," Dan Lauffer, president and chief executive officer of Thomas Health, said in a news release. "The ability to achieve our goal is a testament to our committed staff and physicians. We have ambitious plans for Thomas Health to further support not only our communities and patients, but also our highly-skilled physicians and employees." About Thomas Health Systems Thomas Health System, Inc., is a non-stock, non-profit corporation incorporated under the laws of the State of West Virginia. Formed in 2006, Thomas Health System is the consolidated parent entity and holding company whose primary function is to serve as the controlling body of the affiliated debtors. Thomas Health System and its affiliated debtors collectively form a 391-bed hospital system that employs nearly 1,700 individuals and an estimated 250 clinicians. Thomas Health System sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Lead Case No. 20-20007) on Jan. 10, 2020. At the time of the filing, Thomas Health System had estimated assets of between $1 million and $10 million and liabilities of between $100 million and $500 million. Judge Frank W. Volk oversees the case. The Debtors tapped Whiteford, Taylor & Preston, LLP as bankruptcy counsel; Frost Brown Todd LLC as local counsel; Force Ten Partners, LLC, as financial advisor; Splic Capital Advisors, LLC and Solic Capital, LLC as investment banker; and Omni Management Group as claims, notice and solicitation agent. TOWN SPORTS: Works on Deal to Sell Company After Ch. 11 Filing -------------------------------------------------------------- Club Industry reports that Town Sports International is working on a deal for the purchase of the company through debtor-in-possession financing, the company shared in a Sept. 16, 2020 bankruptcy hearing. Town Sports agreed to make private-equity firm Tacit Capital and various lenders its lead bidder for the company at no more than $85 million worth of debt forgiveness. The company filed for Chapter 11 restructuring on Sept. 14 in the U.S. Bankruptcy Court in Delaware. An $80 million debtor-in-possession facility from Kennedy Lewis Investment Management LLC (KLIM) was not accepted. KLIM owns more than 45 percent of the total amount of debt owed by Town Sports under the Prepetition Credit Agreement, making it the largest individual holder of prepetition secured debt. KLIM owned cycling studio Flywheel, which filed for Chapter 7 bankruptcy on Sept. 14 , 2020 and has now closed all of its 42 studios. About Town Sports Town Sports International, LLC and its subsidiaries are owners and operators of fitness clubs in the United States, particularly in the Northeast and Mid-Atlantic regions. As of Dec. 31, 2019, the Company operated 186 fitness clubs under various brand names, collectively serving approximately 605,000 members. Town Sports owns and operates brands such as New York Sports Clubs, Boston Sports Clubs, Philadelphia Sports Clubs, Washington Sports Clubs, Lucille Roberts and Total Woman. Town Sports and several of its affiliates filed for bankruptcy protection (Bankr. D. Del., Lead Case No. 20-12168) on Sept. 14, 2020. The petitions were signed by Patrick Walsh, chief executive officer. The Debtors estimated $500 million to $1 billion in consolidated assets and consolidated liabilities. The Hon. Christopher S. Sontchi presides over the cases. Young Conaway Stargatt & Taylor, LLP and Kirkland & Ellis LLP have been tapped as bankruptcy counsel to the Debtors. Houlihan Lokey, Inc. serves as financial advisor and investment banker to the Debtors, and Epiq Corporate Restructuring LLC acts as claims and noticing agent to the Debtors. TRC FARMS: CNH Industrial Objects to Disclosure & Plan ------------------------------------------------------ CNH Industrial Capital America LLC objects to the disclosure statement and Plan of Reorganization filed by Debtor TRC Farms, Inc. CNH objects to the Disclosure Statement because it does not contain adequate information to enable a hypothetical investor typical of the holders of claims such as CNH's to make an informed judgment about the Plan, as required by 11 U.S.C. Sec. 1125(a)(1). CNH claims that the Debtor proposes to fund its obligations under the Plan through continuing income from its hog finishing and row crop farming operations, yet the Disclosure Statement does not provide a basis for the Debtor's income or expense estimations, nor does it disclose the Debtor's past performance in prior years. CNH states that the Debtor's projections do not begin until January 2021, and do not disclose the Debtor's plans for the approximately $1.4 million in crop revenue it expects to generate between October and December 2020. CNH points out that the Plan extends the terms of payment on CNH's claims without providing for the continued depreciation in value of the Collateral securing those claims. CNH asserts that the Plan does not provide any temporal limitation on when the Debtor is required to surrender any such collateral, so the Debtor could conceivably surrender collateral more than 90 days from the Effective Date whereupon, through no fault of its own, CNH would be barred from asserting a deficiency claim. CNH further asserts that the Plan does not comply with 11 U.S.C. Sec. 1101(2), because it purports to define "substantial consummation" in a manner which is materially at odds with the definition of "substantial consummation" prescribed by the Bankruptcy Code. A full-text copy of CNH Industrial's objection to plan and disclosure dated August 11, 2020, is available at https://tinyurl.com/y3cdzbz5 from PacerMonitor at no charge. Counsel for CNH Industrial: Caren D. Enloe cenloe@ smithdebnamlaw. com Landon G. Van Winkle lvanwinkle@smithdebnamlaw. com SMITH DEBNAM NARRON SAINTSING & MYERS, LLP P.O. Box 176010 Raleigh, North Carolina 27 619 -6010 Telephone: (919) 250-2000 Facsimile: (919) 250-2100 About TRC Farms Inc. TRC Farms, Inc., a privately held company in the livestock farming industry, filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. N.C. Case No. 20-00309) on Jan. 23, 2020. In the petition signed by Timmy R. Cox, president, the Debtor disclosed $3,846,275 in assets and $5,412,282 in liabilities. Judge Joseph N. Callaway oversees the case. The Debtor tapped Ayers & Haidt, PA as its legal counsel, and Carr Riggs & Ingram, LLC as its accountant. TRUVI COMMERCE: To Pay Creditors from Commerce7 Agreement Proceeds ------------------------------------------------------------------ Truvi Commerce filed with the U.S. Bankruptcy Court for the Northern District of California a Chapter 11 Plan of Reorganization for Small Business dated August 11, 2020. The Debtor designed and managed and all-in-one direct marketing platform directed to the wine industry. The Debtor utilized a computer program developed by one of its shareholders. In August 2019, November 2, Inc. filed suit in Washington State against Truvi and one of its shareholders for breach of contract. Truvi determined it was in its best interest and the best interests of its customers to migrate its existing customers to a new company able to service the customers' business needs. In June 2020, Truvi sold its customer list to Commerce7. Commerce7 agreed to pay up to $134,000 for the customer list. The total amount due from Commerce7 depends on the number of customers that enter into a new contract with Commerce7. Truvi needs time to migrate the customers and receive the funds from Commerce7. The Plan contemplates the Debtor's continued performance under the Commerce7 Agreement. Truvi estimates it will cost $30,000 or less to migrate its existing customers to Commerce7. The Plan provides that the Debtor will distribute the payments received under the Commerce7 Agreement, after the payment of the business expenses to migrate the customers, ratably to priority creditors and, if any funds remain to the unsecured creditors. The Debtor will operate its business to migrate its existing customers to Commerce7. The Debtor anticipates receiving approximately $104,000 from Commerce7. After deductions for ordinary businesses expenses, which Truvi estimates will be $30,000 or less, the remaining funds will be distributed to pay the Priority Wage claims and any remaining funds shall be paid pro rata to the unsecured creditors. Class 3 Non-priority unsecured creditors will be paid ratably from time to time as cash is accumulated for their payment. Equity holders will enjoy no recovery under this Plan. A full-text copy of the plan of reorganization dated August 11, 2020, is available at https://tinyurl.com/yywap5sb from PacerMonitor.com at no charge. The Debtor is represented by: Douglas B. Provencher, Esq. PROVENCHER & FLATT LLP 823 Sonoma Avenue Santa Rosa, CA 95404 Tel: 707 284-2380 Email: dbp@provlaw.com About Truvi Commerce Truvi Commerce -- http://www.truvicommerce.com/-- is a cloud-based multi-channel technology platform that enables direct-to-consumer (DTC) sales for wineries and wine retailers. Truvi Commerce filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 20-10409) on July 16, 2020. The petition was signed by Karin Ballestrazze, president. At the time of filing, the Debtor disclosed $117,652 total assets and $3,239,441 total liabilities. Douglas B. Provencher, Esq. at PROVENCHER & FLATT LLP represents the Debtor as counsel. UFC HOLDINGS: S&P Affirms 'B' ICR on Mostly Intact 2020 Events -------------------------------------------------------------- S&P Global Ratings affirmed all its ratings on UFC Holdings LLC, including the 'B' issuer credit rating, reflecting its updated base-case forecast that its measure of adjusted leverage could be in the low-6x area in 2020. S&P removed the ratings from CreditWatch, where it placed them with negative implications on March 16, 2020. While UFC Holdings LLC held fewer events because of the COVID-19 pandemic during the second quarter, the company has adapted the way it holds events so that it could deliver 2020 event output in-line with its contractual obligation with ESPN. This increases the likelihood UFC will generate revenue from full media rights payments this year. "The affirmation and stable outlook reflect our belief that UFC can host events and generate contracted media rights payments in 2020, resulting in adjusted leverage in the low-6x area. Although UFC's revenue and EBITDA declined in the second quarter due to the postponement of live events amid the COVID-19 pandemic, the impact was mitigated by a transition to events without live audiences," S&P said. Along with other sports that bolstered safety protocols, UFC returned to hosting events, including multiple UFC Fight Nights and pay-per-view (PPV) events. S&P believes the company will host approximately the same number of events in 2020 as 2019 and generate its contracted media rights revenue, which will likely represent more than 80% of forecast total revenue in 2020. S&P believes UFC can generate the media rights payments as long as the event output is mostly intact, given UFC's strategic relationship with ESPN. The Walt Disney Co. previously stated that contact sports are a key vertical and growth driver for ESPN+ subscriptions, therefore ESPN may be willing to postpone a few events into 2021 if needed and continue to pay UFC fixed cash flows. In return for contractually fixed media rights fees, UFC exclusively distributes its content through ESPN cable channels and ESPN+ in the U.S. S&P assumes around 40 events will be held this year despite postponements in the second quarter due to COVID-19. This is comparable to the output of programming in 2019. While some scheduled fights in the second quarter were not held due to state and local government restrictions, UFC has the flexibility to reschedule them to later in the year. S&P understands that postponed events, as long as they are held in 2020, will count toward the deliverables required by the media rights contracts and earn revenue, but canceled events would not. Meanwhile, UFC continues to receive fixed, monthly media rights fees from ESPN despite event postponements, which mitigates the risk of cash flow volatility. S&P expects revenue generated from live attendance will significantly decline in 2020 due to lower ticket sales and ancillary services (e.g., merchandising). This could also result in a higher margin as live event revenues tend to generate a lower margin. S&P believes sponsorships could be stable in 2020 due to new advertising relationships formed during the year, and consumer products revenue could remain stable due to minimum guarantees, licensing fees growth, and e-commerce sales. S&P believes UFC has benefited from its ownership of UFC Apex, a fitness and production center in Las Vegas that can broadcast live bouts while mitigating costs compared to hosting events at arenas and stadiums. This should help UFC increase EBITDA margin, at least in 2020. In addition, UFC Fight Island in Abu Dhabi provides operating flexibility for the company to host bouts for international athletes who face travel restrictions and cannot come to the U.S. S&P's rating on UFC can be two notches higher than the rating on owner Endeavor Operating Co. LLC based the rating agency's assessment of the Zuffa Parent LLC agreement, which governs the rights of UFC's shareholders and board. S&P believes the agreement contains sufficient governance controls to mitigate the impact on UFC given the increase in financial risk at Endeavor and WME IMG Holdings LLC. These controls include the requirement of unanimous board approval to pay a dividend, incur debt of more than $50 million, file for bankruptcy, or exchange or restructure UFC's debt. The board consists of four members: two representatives from Endeavor, one from Silver Lake Group, and one from KKR & Co. Inc. Although Endeavor manages the operations and has voting power on the board of UFC, KKR's vote could prevent capital structure actions that might hurt UFC's creditworthiness, including a leveraging dividend, distressed exchange, or other form of restructuring. Significant liquidity support in the form of dividends from UFC to Endeavor could therefore be blocked by KKR, and probably would be during periods of distress. The governance controls at UFC give S&P some confidence UFC is somewhat insulated from financial risk at Endeavor. S&P believes operating cash flow and liquidity will be more than adequate to complete the authorized dividend payment this year, and will remain adequate next year even if the company declares another dividend. It believes UFC's fairly stable operating cash flow is partly the result of good EBITDA margin, as long as the event output is mostly intact. UFC's also upsized its revolving credit facility in June, which gives the company additional flexibility. S&P assumes UFC will pay the remaining approximately $100 million in dividends during the second half from its authorization of $300 million from the board earlier this year. Liquidity uses in future years may include additional dividends if the company continues to generate good cash flow and the board of directors re-authorizes a dividend. Despite UFC's good cash flow, S&P has not reassessed liquidity more favorably because the willingness to pay dividends this year despite the pandemic reflects the company's risk appetite. In addition, UFC has upcoming maturities and low-probability, high-impact events could result in more unfavorable refinancing terms. S&P views UFC as strategically important to Endeavor, and believe the two entities could provide limited and temporary liquidity or support to each other under normal operations. Endeavor, parent of WME IMG, controls and owns a majority stake in UFC. WME IMG has a management agreement with UFC and receives $25 million annually in management fees. There are other significant minority equity investors, including Silver Lake Partners and KKR, which do not have controlling positions. S&P views operational support by WME IMG favorably because it could drive additional revenue opportunities in events and sponsorship arrangements. However, S&P does not believe UFC is integral enough to Endeavor's identity and future strategy to warrant a strong, long-term commitment of support if UFC encounters structural financial difficulty. S&P believes UFC and WME IMG could provide temporary liquidity support to each other, and this was recently evidenced by the UFC board's authorization of $300 million in dividends from UFC to its owners, including Endeavor. S&P forecasts UFC's 2020 leverage to compare favorably to that of WME IMG, which gives UFC some financial flexibility to temporarily support WME IMG if needed. Other key business factors include: -- UFC's domestic media rights agreement with ESPN will likely reduce operating variability over time. UFC and ESPN signed a media rights agreement in May 2018, which was further expanded in March 2019 to include PPV events and a longer contract maturity. S&P believes this agreement will mitigate key business risks, such as the unforeseen need to cancel or postpone events because of fighter injuries and the popularity cycle of athletes. It replaces volatile revenue from UFC's previous event-driven PPV business model with a fixed-fee, contractually recurring revenue stream, and provide multiyear revenue visibility. -- The longer media rights agreement enables UFC to plan over a longer time horizon while focusing on securing international media rights fees and sponsorships. S&P believes the ESPN agreement likely reflects the growing acceptance and maturity of mixed martial arts (MMA) as a sport. -- UFC has a well-recognized brand and dominant market position in MMA promotion. -- S&P believes management recognizes that building UFC's talent pipeline is an ongoing risk factor to the company's long-term business model. While UFC benefits from a strong fan base, S&P believes it needs to continue developing fighters who appeal to its 18- to 34-year-old target demographic. This is because the company's business model is primarily event-driven and could be significantly affected by an event cancellation or injuries to marquee fighters. The company adopted some strategies S&P believes will partially mitigate that volatility in future periods. These include marketing multiple fights at events and planning backup matches and fighters in the event of injuries, among other remedial training and safety actions to lessen their frequency and severity. -- UFC also needs to preserve the regulatory acceptance of the sport to maintain its competitive advantage. Changes to the rules and regulations governing the sport and its legal status in some jurisdictions, particularly in light of a potential fatal injury, could significantly affect UFC's financial performance and long-term viability. Conversely, New York state's sanctioning of MMA in 2016 provided the company access to a lucrative live events market and related commercial opportunities. -- S&P believes there is some risk that UFC could produce too much content for distribution and inadvertently dilute viewership across multiple distribution channels and demand for its marquee fights. However, this will probably be partly mitigated over the next several years by locking in sizable contractual revenue streams with ESPN. By broadening consumer exposure to the sport--which could increase interest--the ESPN contract could provide UFC with another way to boost its talent pipeline. Environmental, social, and governance (ESG) credit factors relevant to this rating change: -- Health and safety "The stable outlook reflects our updated leverage forecast and expectation that, despite further risks related to COVID-19 including a prolonged period of low live attendance revenue, UFC will likely keep its event schedule intact and earn the contracted media rights fees. The stable outlook also reflects our forecast for good leverage cushion compared to our 7x downgrade threshold," S&P said. "We could lower the rating if UFC cannot host a mostly intact event schedule in 2020 and 2021, and it underperforms our base-case expectations, causing adjusted debt to EBITDA to stay above 7x on a sustained basis. We could also lower the rating if adjusted EBITDA coverage of cash interest expense decreases and remains below 2x. Such a scenario would likely result from a significant loss of revenue from the media rights contract with ESPN," the rating agency said. Although unlikely given UFC's high leverage, S&P could consider an upgrade if: -- Leverage is sustained below 5.5x; and -- UFC maintains a financial policy of lower leverage, incorporating potential dividends. US-CHINA PROFESSIONAL: Unsecured Creditors to Get 100% Distribution ------------------------------------------------------------------- US-China Professional Tours, Inc., submitted a Plan and a Disclosure Statement. All holders of allowed claims, including general unsecured creditors which are classified in class 2 and are expected to get a 100% distribution on account of their allowed claims paid from net available cash within 180 days of the Effective Date. Payments and distributions under the Plan will be funded from cash on hand and an equity infusion to the extent of any shortfall in funds needed to pay all holders of allowed claims 100%. A full-text copy of the Order and Disclosure Statement dated August 12, 2020, is available at https://tinyurl.com/y36ykva9 from PacerMonitor.com 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. VALET PARENT: S&P Withdraws 'B' Issuer Credit Rating ---------------------------------------------------- S&P Global Ratings withdrew its 'B' issuer credit rating on Valet Parent Inc. at the company's request. The outlook was stable at the time of the withdrawal. At the same time, S&P withdrew the 'B' issue-level ratings on the company's first-lien credit facility. VIDANGEL INC: Wants 9th Circuit to Erase Its $62M IP Win -------------------------------------------------------- Law360 reports that the movie-sanitizing service VidAngel has asked the Ninth Circuit to erase a $62 million verdict against it in a copyright-infringement suit brought by major Hollywood movie studios such as Disney and Warner Bros., saying there were errors at trial. The company said August 10, 2020, the June 2019 award was far out of proportion to its earnings from selling DVDs to customers who want objectionable snippets of movies filtered out, and that it was a product of incorrect rulings by the trial judge. "The district court erroneously permitted plaintiffs to offer irrelevant, highly prejudicial evidence, prevented VidAngel from presenting important admissible evidence. About VidAngel Inc. VidAngel is an entertainment platform empowering users to filter language, nudity, violence, and other content from movies and TV shows on modern streaming devices such as iOS, Android, and Roku. The company's newly launched service empowers users to filter via their Netflix, Amazon Prime, and HBO on Amazon Prime accounts, as well as enjoy original content produced by VidAngel Studios. Its signature original series, Dry Bar Comedy, now features the world's largest collection of clean standup comedy, earning rave reviews from fans nationwide. VidAngel, Inc., based in Provo, Utah, filed a Chapter 11 petition (Bankr. D. Utah Case No. 17-29073) on Oct. 18, 2017. In the petition signed by CEO Neal Harmon, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Kevin R. Anderson presides over the case. J. Thomas Beckett, Esq., at Parsons Behle & Latimer, serves as bankruptcy counsel to the Debtor. The Debtor hired Durham Jones & Pinegar and Baker Marquart LLP as its special counsel; and Tanner LLC as its auditor and advisor. The Debtor also hired economic consulting expert Analysis Group, Inc. The Debtor tapped Stris & Maher LLP as special counsel in the Debtor's Appellate Case. WEST CAMPUS HOUSING: S&P Cuts 2015A Revenue Bond Rating to 'BB-' ---------------------------------------------------------------- S&P Global Ratings lowered its rating to 'BB-' from 'BB+' on the New Jersey Economic Development Authority's series 2015A tax-exempt student housing revenue bonds, issued for West Campus Housing LLC (WCH), and removed the rating from CreditWatch, where it had been placed with negative implications on Aug. 5, 2020. The New Jersey City University Foundation (NJCU Foundation) is the sole member of WCH. The outlook is negative. On Aug. 5, S&P placed its rating on WCH on CreditWatch with negative implications, along with many other U.S. higher education privatized (off balance sheet [OBS]) student housing projects, in the wake of the COVID-19 pandemic and the uncertainties surrounding the economic fallout. "The downgrade and negative outlook reflect our view of the risk and uncertainty the COVID-19 pandemic places on West Campus Housing and the New Jersey City University," said S&P Global Ratings credit analyst Amber Schafer. While the university has committed to providing a subsidy of $1.5 million to the project in fiscal 2021 using federal funds it received, which S&P views as supporting the current rating, the rating agency believes the project will face operating pressure over the near term, depending on actual occupancy levels in fiscal 2021, and if the subsidy is sufficient enough to offset lost rental revenues. The project has a history of weaker occupancy levels, with debt service coverage (DSC) below the 1.2x covenant in recent years (although some improvement is expected for fiscal 2020 based on draft financials). S&P believes this reflects vulnerabilities in the project's demand profile that could be amplified due to COVID-19. In addition, the project's sponsor institution, New Jersey City University, has faced deteriorating available resources and operating pressure, which S&P believes will be stressed given pressures from COVID-19 and uncertainties with state funding over the near term. S&P also believes continued enrollment declines at NJCU could make it difficult to materially improve occupancy and therefore financial performance of the project in fiscal 2021 and beyond. The downgrade and negative outlook also reflect S&P's opinion of the operating and financial risk that faces WCH due to COVID-19 through weak occupancy for fall 2020 and potentially spring 2021, due to de-densification efforts and the potential tempering of student demand as many student's financial situations have changed due to the pandemic, which is indirectly factored into the downgrade. NJCU's management team plans to deliver instruction in a hi-flex hybrid model in fall 2020 and de-densify its residence facilities to protect the health and safety of students and limit the social risk associated with the community spread of COVID-19. S&P views the risks from COVID-19 to public health and safety as a social risk under S&P's environmental, social, and governance factors. Despite the elevated social risk, S&P believes the project's environmental and governance risk are in line with the rating agency's view of the sectors as a whole. WESTERN HOST: Municipio de San Juan Objects to Disclosures and Plan ------------------------------------------------------------------- Municipio de San Juan objects to Amended Disclosure Statement and Amended Plan of Reorganization filed by Western Host Associates Inc. MSJ points out that the Debtor has provided no basis or evidence for its proposed treatment of the MSJ's tax claims, therefore the MSJ is unable to assess said treatment. MSJ objects the proposed Disclosure Statement and Plan of Reorganization as filed (Dockets No. No. 328 & 329), for failure to consider the amounts according to its Proof of Claim No 11. Counsel for Municipio De San Juan: CARLA FERRARI-LUGO FERRARI LAW PSC PO Box 988 Aguadilla, P.R. 00605 Tel: (787) 891-4255 Fax: (787) 986-7493 E-mail: ferraric@ferrarilawpr.com About Western Host Associates Western Host Associates, Inc., owns a four-story commercial hotel building located at 202 San Jose Street, Old San Juan, Puerto Rico. The hotel is currently non-operational and is valued by the company at $1.35 million. The company previously sought bankruptcy protection on Nov. 14, 2012 (Bankr. D.P.R. Case No. 12-09093) and on May 19, 2011 (Bankr. D.P.R. Case No. 11-04152). Western Host Associates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-02696) on May 15, 2018. In the petition signed by Luis Alvarez, president, the Debtor disclosed $1.36 million in assets and $4.82 million in liabilities. Judge Brian K. Tester oversees the case. The Debtor tapped Gratacos Law Firm, PSC, as its legal counsel, and the Law Offices of Jose R. Olmo-Rodriguez, as special counsel. WESTSIDE LIQUIDATORS: Combined Plan & Disclosure Confirmed by Judge ------------------------------------------------------------------- Judge Jerry A. Funk has entered an order confirming the Combined Disclosure Statement and Chapter 11 Plan of Reorganization of debtor Westside Liquidators of Jax, Inc. The Debtor-In-Possession is ordered to continue paying quarterly U.S. Trustee fees until such time as the case is converted, closed, dismissed, discharged, or a final decree is entered. After confirmation, pursuant to 11 U.S.C. Sec. 1106(a)(7) and Bankruptcy Rule 2014(a)(5), the Debtor-In-Possession shall file with the Bankruptcy Court and shall serve on the United States Trustee a financial report or statement of disbursements for each quarter (or portion thereof) that this Chapter 11 case remains open, in a format proscribed by the United States Trustee. Except as modified by the Plan or this Order, secured creditors shall retain any lien on property in which the estate has an interest to the extent of the value in the estate’s interest in such property or as agreed between the parties in the Debtor-in-Possession’s Chapter 11 Plan of Reorganization. A full-text copy of the order and combined disclosure and plan dated August 13, 2020, is available at https://tinyurl.com/y48m3oul from PacerMonitor.com at no charge. The Debtor is represented by: Law Offices of Jason A. Burgess 1855 Mayport Road Atlantic Beach, Florida 32233 Tel: (904) 372-4791 About Westside Liquidators Westside Liquidators of Jax, Inc., a Florida Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-01208) on April 2, 2020. At the time of the filing, Debtor disclosed assets of between $100,001 and $500,000 and liabilities of the same range. Debtor is represented by The Law Offices of Jason A. Burgess, LLC. WESTWIND MANOR: Lakota Golf Club Acquired by Romero Group --------------------------------------------------------- Fred Regill of Post Independent reports that the Lakota Canyon Golf Club is acquired by Basalt-based company Romero Group. Development plans could move forward for about 400 homes in the Lakota Canyon area after the Basalt-based Romero Group acquired the property for about half its appraised value. Located near New Castle, the Lakota Canyon Golf Club and 122 acres of land designated for residential development were purchased in a bankruptcy auction for $1.5 million, said Dwayne Romero, Romero Group president and CEO. "It was a very good deal," Romero said. "Especially considering it was appraised in the high $3 million range." Previously owned by Warrior Acquisitions LLC, the company filed for a Chapter 11 bankruptcy after failing to make a $500,000, semi-annual interest payment in 2019. Warrior Acquisitions cited a downturn in the golfing industry as a factor in the bankruptcy, but Romero said the pandemic led to a resurgence of the sport. "Golf as an enterprise and a franchise is exploding right now," he explained. "COVID-19 has helped people rediscover the outdoors, and several courses in the area have seen record summers this year." The golf course covers about 195 acres and includes a 7,000 square foot club house and restaurant, maintenance facility and vehicle facility, Romero said. Created in 2016, the Romero Group has about 80 members and four principals, including Romero. A real estate group and commercial investment owner, Romero's footprint includes majority ownership of the Snowmass Mall in Snowmass Village. On the residential side of Lakota Canyon, the group intends to move forward with plans to develop about 400 homes on the accompanying parcels. "It provides the opportunity for development to fill the long-term need for obtainable housing," Romero said. "There's clearly a shortage of housing in Colorado and affordable opportunities are tight. We see the need for something that someone on a reasonable salary can afford and maintain." Although the development plans are still in the works, he said the housing could consist of single-family homes, townhomes and condominiums. However, the group is not in a rush to build all 400 residences soon. "The acquisition price allows us to be patient," Romero said. "There is no quick dash to the finish line. This could be years and years in development." About Lakota Canyon Golf Club Lakota Canyon Golf Club opened for play in May 2004, offering a world-class 18-hole championship golf course designed by James Engh. Featuring stunning views of rugged Western Colorado canyons and natural terrain, come enjoy the scenic landscapes. About Westwind Manor Resort Association Westwind Manor Resort Association, Inc., and its subsidiaries operate two distinct business segments. Warrior Custom Golf focuses on the manufacture and sale of custom golf clubs. Warrior Acquisitions manages affiliates, like Warrior Golf, LLC, which own and manage golf courses. Warrior Custom Golf was founded in 1998 by Brendan Flaherty. It develops, manufactures markets and sells affordable custom golf clubs and related equipment to golfers worldwide. Warrior Custom Golf's products are custom built to the specifications of each customer. Warrior Acquisitions is the manager of six entities that own and operate 18 golf courses and parcels of land located throughout the United States. Both segments of the business are headquartered in Irvine, California. Westwind Manor Resort Association and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 19-50026) on March 4, 2019. The Debtors were estimated both assets and debt between $1 million and $10 million. The cases have been assigned to Judge David R. Jones. The Debtors tapped Cole Schotz P.C. as bankruptcy counsel; Sidley Austin LLP, as special counsel; Force Ten Partners LLC as financial advisor; and Donlin, Recano & Company, Inc. as claims and noticing agent. Henry Hobbs Jr., the acting U.S. trustee for Region 7, appointed an official committee of unsecured creditors on March 19, 2019. The committee is represented by Cozen O'Connor. WHITE BIRCH: Oct. 7 Hearing on Chapter 11 Plan ---------------------------------------------- White Birch Brewing LLC filed a Plan and a Disclosure Statement. The hearing at which the Court will determine whether to approve the Chapter 11 Plan dated June 26, 2020 will take place on Oct. 7, 2020 at 2:00 p.m., in Courtroom 1, at the United States Bankruptcy Court, Courtroom A, Warren B. Rudman U.S. Courthouse, 55 Pleasant Street, Concord, New Hampshire. Objections to the confirmation of the Plan must be filed on or before Sept. 30, 2020. Class 2. Internal Revenue Service: The $3,291.55 priority tax portion of the claim filed by the Internal Revenue Service as Proof of Claim #4 will be paid without interest in 42 monthly installments of $78.37 starting November 15, 2020. Class 3. New Hampshire Department of Revenue Administration: The $16,747.44 priority tax portion of the claim filed by the New Hampshire Department of Revenue Administration as Proof of Claim #12 will be paid with 7% statutory interest in 42 monthly installments of $ 473.74 starting November 15, 2020. Class 4: Secured Claim of Heritage Savings Bank: Commencing retroactive to April 17, 2020, after an initial $3,300.00 payment made by Debtor, Debtor has and shall make monthly payments of $1,100.00 per month for a period of 108 months (in addition to the $3,300.00 payment). Class 5: Secured Claim of Atlantic Importing: The Claim of Atlantic shall be allowed in the secured amount of $183,343.99 ($200,000 less $16,656.01 in post-petition sales credits) plus accrued post-petition interest on said secured sum at the rate of 2%, with interest beginning to accrue 30 days after the Effective Date of the Plan. Class 6: Secured Claim of Jason Collier. The Claim of Collier shall be allowed in the secured amount of $30,00.00 plus accrued post-petition interest on said secured sum at the rate of 2%, with interest beginning to accrue 30 days after the Effective Date of the Plan. Class 7: Secured Claim of SoPo Holdings. The Claim of SoPo shall be allowed in the secured amount of $24,000.00 plus accrued post-petition interest on said secured sum at the rate of 2%, with interest beginning to accrue 30 days after the Effective Date of the Plan. Class 8: Secured Claim of the Internal Revenue Service. The Claim of IRS shall be allowed in the secured amount of $50,553.10 plus accrued post-petition interest on said secured sum at the statutory rate of 5%, with interest beginning to accrue 30 days after the Effective Date of the Plan. The discharge granted by 11 U.S.C. Sec. 1141(d) is modified regarding the federal taxes covered by the terms of the Plan. The federal taxes shall not be discharged, and the liens of the Internal Revenue Service shall remain in effect against all property or rights to property of the Debtor including post-petition acquisitions, until all taxes provided for in this Plan are paid in full or otherwise satisfied. In the event Debtor defaults in any of the conditions of the Plan with respect to the payments required to the federal taxes herein, and/or fails to file and pay any future required federal tax, Internal Revenue Service shall provide Debtor and Debtor's Counsel thirty (30) days written notice of such default and an opportunity to cure said default. If the default has not been cured within thirty (30) days of such written notice, the Internal Revenue Service will be permitted to proceed with administrative collection action as provided in the Internal Revenue Code to collect the defaulted plan payments. If the reorganized debtor substantially defaults on the payments of a tax due to the Internal Revenue Service under the Plan, then the entire tax debts still owed to the Internal Revenue Service shall become due and payable immediately, and the Internal Revenue Service may collect these unpaid tax liabilities through the administrative collection provisions of the Internal Revenue Code. Class 9: Secured Claim of Parktown Trust will be allowed in the secured amount of $150,000.00 plus accrued post-petition interest on said secured sum at the rate of 2%, with interest beginning to accrue 30 days after the Effective Date of the Plan. A full-text copy of the Disclosure Statement dated August 12, 2020, is available at https://tinyurl.com/y5ny8poq from PacerMonitor.com at no charge. Attorney for Debtor: Marc L. Van De Water, Esquire Van De Water Law Offices, PLLC 633 Second St Manchester, NH 03102 Tel: (603) 647-5444 About White Birch Brewing White Birch Brewing LLC, a brewery company specializing in handcrafted batches of beer, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.H. Case No. 19-10622) on May 5, 2019. At the time of the filing, the Debtor had estimated assets of less than $500,000 and liabilities of between $10 million and $50 million. The case is assigned to Judge Bruce A. Harwood. The Debtor is represented by Van De Water Law Offices, PLLC. WHITING PETROLEUM: CEO Holly Exits Just Months After $6.4M Bonus ---------------------------------------------------------------- Kevin Crowley of Bloomberg News reports that Whiting Petroleum Corp.'s Chief Executive Officer Brad Holly left the company just five months after receiving a $6.4 million payout to see the company through bankruptcy proceedings. The Bakken oil producer emerged from bankruptcy protection on Sept. 1, 2020 when Holly resigned and was replaced by Lynn Peterson, who previously led SRC Energy Inc. Holly and fellow executives were granted a combined $14.6 million worth of bonuses just days before filing for Chapter 11 on April 1. The payout was designed to retain their expertise during the bankruptcy process. About Whiting Petroleum Whiting Petroleum Corporation, a Delaware corporation -- http://www.whiting.com/-- is an independent oil and gas company that explores for, develops, acquires and produces crude oil, natural gas and natural gas liquids primarily in the Rocky Mountain region of the United States. Its largest projects are in the Bakken and Three Forks plays in North Dakota and Niobrara play in northeast Colorado. Whiting Petroleum trades publicly under the symbol WLL on the New York Stock Exchange. Whiting Petroleum and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-32021) on April 1, 2020. At the time of the filing, the Debtors disclosed $7,636,721,000 in assets and $3,611,750,000 in liabilities. Judge David R. Jones oversees the cases. The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis International, LLP and Jackson Walker L.L.P. as legal counsel; Moelis & Company as investment banker; Alvarez & Marsal as financial advisor; Stretto as claims and solicitation agent, and administrative advisor; and KPMG LLP US as tax consultant. WHITING PETROLEUM: Successfully Completes Chapter 11 Restructuring ------------------------------------------------------------------ Whiting Petroleum Corporation (NYSE: WLL) on Sept. 1, 2020, announced that it has successfully completed its financial restructuring and emerged from Chapter 11 protection. Whiting officially concluded its reorganization after completing all required actions and satisfying the remaining conditions to its Plan of Reorganization. "We are excited to begin our new chapter at Whiting, with a focus on capital discipline and free cash flow generation to create long-term value for our shareholders," said Lynn Peterson, Chief Executive Officer of Whiting. "On behalf of the Company and newly appointed Board of Directors, I would like to thank our employees for their patience and dedication during this process." New Capital Structure Summary Whiting's new capital structure includes a new $750 million reserve based revolving credit facility ("New RBL Facility") maturing in April 2024. Whiting's unsecured claims, including holders of Whiting’s senior unsecured notes, received their proportionate distribution of 97% of Whiting’s newly issued common stock (subject to dilution). A summary of Whiting’s new capital structure is presented below: Unrestricted Cash * Approximately $13 million, net of near-term working capital payments New RBL Facility * $750 million borrowing base * Approximately $425 million drawn at emergence * First borrowing base redetermination scheduled for April 1, 2021 * Matures April 1, 2024 * LIBOR + 275-375 bps rate with 100 bps floor New Common Equity * Approximately 38.1 million shares of common stock outstanding, with 500 million shares authorized at emergence * Current Whiting shareholders to receive 1 share of reorganized Whiting's new common stock for approximately every 75 shares previously owned * Approximately 3.1 million incremental shares reserved for potential future distribution to certain general unsecured claimants whose claim values are pending Warrants * Approximately 4.8 million Series A Warrants exercisable for one share of common stock per Series A Warrant at an initial exercise price of $73.44, expiring on September 1, 2024 * Approximately 2.4 million Series B Warrants exercisable for one share of common stock per Series B Warrant at an initial exercise price of $83.45, expiring on September 1, 2025 Pro Forma Capital Structure Details In accordance with the Plan, approximately $2.4 billion in pre-petition senior unsecured notes have been equitized. Pro forma for the reduced RBL facility balance, the restructuring resulted in a reduction of approximately $3.0 billion of debt. Details of the Company’s pro forma capital structure and liquidity are outlined here below: Pro Forma Capital Structure after Emergence _ $ Millions As of Pro Forma As of Debt at Principal Value Mar 31, 2020 Restructuring Sep 1, 2020 ----------------------- ------------ ------------- ----------- RBL Facility: Old RBL Facility $1,070 ($1,070) $- New RBL Facility - 425 425 ------ -------- ----- Sub-Total RBL Facility $1,070 ($645) $425 Senior Unsecured Notes: 1.25% Conv Sr Notes due 2020 $187 ($187) $- 5.750% Senior Notes due 2021 774 (774) - 6.250% Senior Notes due 2023 408 (408) - 6.625% Senior Notes due 2026 1,000 (1,000) - ------ -------- ----- Sub-Total Senior Unsec. Notes $2,368 ($2,368) $- Total Debt $3,438 ($3,013) $425 Liquidity RBL Borrowing Base $1,750 ($1,000) $750 (-) RBL Drawn (1,070) 645 (425) (-) L/Cs Outstanding (2) - (2) (+) Cash 566 (553) 133 ------ -------- ----- Total Liquidity $1,244 ($909) $336 New Leadership and Board of Directors As previously announced, Lynn Peterson has assumed the role of Chief Executive Officer effective today. Additionally, James Henderson has assumed the role of Chief Financial Officer effective today. Mr. Henderson succeeds Correne S. Loeffler, who has resigned to pursue other interests following the Company's restructuring. Chip Rimer will continue to serve as Whiting's Chief Operating Officer. Mr. Henderson most recently served as Chief Financial Officer of SRC Energy, Inc. before its combination with PDC Energy, Inc. Prior to SRC Energy, Mr. Henderson was Chief Financial Officer of Kodiak Oil & Gas Corporation before its combination with Whiting. Prior to Kodiak, he served as the Director of Finance for Aspect Holdings and the Director of Accounting Services at Anadarko Petroleum Corporation. Pursuant to the Plan, Whiting has appointed a new Board of Directors effective today. The new Board of Directors consists of seven members including: Kevin McCarthy (Chairman), Lynn Peterson (CEO), Janet L. Carrig, Susan Cunningham, Paul Korus, Daniel Rice and Anne Taylor. Listing on the NYSE In connection with emergence from Chapter 11, all of the Company's existing equity interests will be cancelled and will cease to exist, effective before the market opens on September 2, 2020. Shares of the Company's new common stock will commence trading on the New York Stock Exchange under the ticker symbol "WLL," on September 2, 2020. Details of the restructuring, the securities issued pursuant to the Plan and the debt and other agreements entered into as part of the Plan will be provided in a Form 8-K which can be viewed on the Company's website or the Securities and Exchange Commission's ("SEC") website at www.sec.gov. Moelis & Company acted as financial advisor for the Company, Kirkland & Ellis acted as legal advisor, Alvarez & Marsal acted as restructuring advisor and Jeffrey S. Stein of Stein Advisors LLC acted as the Company's Chief Restructuring Officer. PJT Partners acted as financial advisor for the Ad Hoc Committee of Noteholders and Paul, Weiss, Rifkind, Wharton & Garrison LLP and Porter Hedges LLP acted as legal advisors. Court filings and other documents related to the restructuring are available on a separate website administered by the Company's claims agent, Stretto, at cases.stretto.com/whitingpetroleum. For inquiries regarding the Company's emergence, please call the hotline established by Stretto at (800) 330-2531 (toll-free domestic). About Whiting Petroleum Corp. Whiting Petroleum Corporation, a Delaware corporation -- http://www.whiting.com/-- is an independent oil and gas company that explores for, develops, acquires and produces crude oil, natural gas and natural gas liquids primarily in the Rocky Mountain region of the United States. Its largest projects are in the Bakken and Three Forks plays in North Dakota and Niobrara play in northeast Colorado. Whiting Petroleum trades publicly under the symbol WLL on the New York Stock Exchange. Whiting Petroleum and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-32021) on April 1, 2020. At the time of the filing, the Debtors disclosed $7,636,721,000 in assets and $3,611,750,000 in liabilities. Judge David R. Jones oversees the cases. The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis International, LLP and Jackson Walker L.L.P. as legal counsel; Moelis & Company as investment banker; Alvarez & Marsal as financial advisor; Stretto as claims and solicitation agent, and administrative advisor; and KPMG LLP US as tax consultant. WILLCO X DEVELOPMENT: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Willco X Development, LLLP DBA Hilton Garden Inn of Thornton 4836 S. College Avenue Suite 11 Fort Collins, CO 80525 Business Description: Willco X Development, LLLP operates in the hotel and motel industry. Chapter 11 Petition Date: September 29, 2020 Court: United States Bankruptcy Court District of Colorado Case No.: 20-16438 Judge: Hon. Joseph G. Rosania Jr. Debtor's Counsel: Jeffrey A. Weinman, Esq. WEINMAN & ASSOCIATES, P.C. 730 17th Street Suite 240 Denver, CO 80202 Tel: 303-572-1010 Email: jweinman@weinmanpc.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by William G. Albrecht, manager of Spirit Hospitality, LLC, general partner of Debtor. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SW6MYFQ/Willco_X_Development_LLLP__cobke-20-16438__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. A&S Painting Vendor $36,840 4324 Winterstone Drive Fort Collins, CO 80525 2. Alliance Electric, Inc. Vendor $72,129 P.O. Box 271132 Fort Collins, CO 80527 3. Audiomatrix, Inc. Vendor $74,255 204 S. College Drive Suite A1 Cheyenne, WY 82007 4. Blueprint RF Vendor $24,292 Department 880349 P.O. Box 29650 Phoenix, AZ 85038 5. C&T Design and Equipment Vendor $88,508 Company, Inc. 2750 Tobey Drive Indianapolis, IN 46219 6. Clean Designs Vendor $18,482 2800 South Oak Street Denver, CO 80227 7. Dakcomm Solutions, Inc. Vendor $53,304 23 Sixth Avenue SW Suite F Aberdeen, SD 57401 8. Genterro Vendor $134,627 1645 Grant Street Suite 200 Denver, CO 80203 9. Hilton $109,892 4649 Paysphere Circle Chicago, IL 60674 10. Independent Bank $73,260 P.O. Box 3035 McKinney, TX 75070 11. Ingram Micro Vendor $46,880 FAO Samsung P.O. Box 775833 Chicago, IL 60677 12. Moore Insulation Co., Inc. Vendor $19,573 521 East 1st Street Cheyenne, WY 82007 13. Poudre Valley Air Vendor $181,375 2416 Donella Court Fort Collins, CO 80524 14. Schindler Elevator Vendor $32,212 Corporation P.O. Box 70433 Chicago, IL 60673 15. Sigcom Signature Vendor $32,333 Communications, Inc. 4412 W. Eisenhower Blvd. Loveland, CO 80537 16. Soto's Drywall, LLC Vendor $59,036 578 Mount Evans St. Longmont, CO 80504 17. Sport & Fitness, Inc. Vendor $24,647 1409 Pikes Peak Avenue Fort Collins, CO 80524 18. The Light Center Vendor $27,455 2725 South College Fort Collins, CO 80525 19. US Foods Vendor $30,756 Department 597 Denver, CO 8271 20. Winnelson Vendor $44,179 1616 Riverside Drive Fort Collins, CO 80524 WILLEX HOLDINGS: Sept. 30 Hearing on Disclosure Statement --------------------------------------------------------- Judge Robert E Littlefield, Jr., has ordered that the hearing to consider the approval of the Disclosure Statement of Willex Holdings, Inc. will be held at the James T. Foley Courthouse, 445 Broadway, Suite 306, Albany, NY on September 30, 2020, at 10:30 a.m. Written objections to the Disclosure Statement must be filed and served no later than seven days prior to the Disclosure Hearing date. Counsel for the Debtor: Jeffrey L Zimring Law Office of Jeffrey L. Zimring 563 New Scotland Avenue # 8480 Albany, NY 12208 About Willex Holdings Willex Holdings Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 19-11249) on July 3, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $100,000 and liabilities of less than $50,000. The case is assigned to Judge Robert E. Littlefield Jr. The Law Office of Jeffrey L. Zimring is the Debtor's counsel. XEROX CORP: Fitch Affirms 'BB' LongTerm IDR, Outlook Negative ------------------------------------------------------------- Fitch Ratings has affirmed Xerox Corporation and Xerox Holding Corporation's 'BB' Long-Term Issuer Default Ratings (IDRs) and Xerox Corporation's senior unsecured debt ratings at 'BB'/'RR4'. The Rating Outlook remains Negative. Additionally, Fitch has withdrawn Xerox's ratings for commercial reasons. Fitch reserves the right in its sole discretion to withdraw or maintain any rating at any time for any reason it deems sufficient. Fitch has withdrawn Xerox's ratings for commercial reasons. KEY RATING DRIVERS Longer-Term Impact Uncertain: Xerox's core business may not recover from the coronavirus pandemic. Revenue has averaged a 6% constant currency decline over the past two and a half years before plunging 35% in 2Q20. Optimistically assuming a moderation in declines in 2H20, Xerox's revenue will have shrunk nearly $6 billion since 2014 or almost 50%. Precrisis, traditional office print in many of Xerox's geographies was expected to be flat at best. With a more distributed workforce and a step-change shift to digital work practices brought about by the pandemic, Xerox may not see its revenue exceed $7 billion organically over the rating horizon. Refinancing Risk Alleviated: Recent issuance addresses part of Xerox's $1.8 billion in maturities over the next nine and a half months. Xerox previously elected to enter into a secured loan backed by receivables to refinance its May $313 million maturity that it initially paid off with cash. Xerox continues to assert its core debt levels remain within investment-grade credit metrics. However, Fitch sees total gross leverage exceeding 6x this year and close to 4x on a core basis. Additionally, Fitch expects post-dividend FCF to be negative for the year (both before and after accounting for the reduction in Xerox's receivables) and neutral in 2021. Shareholder Return: Instead of preserving liquidity in the face of increased uncertainty, Xerox said it plans to buy back at least $300 million in stock in 2H20. Fitch does not see the company generating the nearly $550 million in FCF to cover its dividend, share repurchases and preferred dividend for the year. Xerox's willingness to fund shareholder return effectively through its secured debt refinancing, finance receivable run down and cash on hand suggests the company will continue to prioritize this going forward. Fitch believes in the absence of further strategic actions, the company will buy back another $1.5 billion in stock over the next three years, at least partially debt financed. Strategic Actions: Xerox's core business uncertainty will likely prompt it to pursue further strategic actions that are unlikely to be creditor friendly. The company has converted to a holding company structure without providing explicit protections to existing bondholders. Xerox has previously floated the idea of selling its leasing business without a commitment to reducing associated financing debt (which it carries at 7:1 debt-to-equity ratio, while Fitch assesses it at 3:1). Additionally, it pursued a $35 billion hostile takeover of HP, Inc. Given top-line pressures and questions over the long-term sustainability of the core business, Xerox will likely be pressured to pursue similar, if not some of the same, actions again. DERIVATION SUMMARY Xerox is among the larger print technology companies with a leading share in the A3 MFP space. According to IDC, Xerox's closest peer, HP Inc. (BBB+/Negative) held the number one worldwide hardcopy peripherals market share, based on units. Xerox's margin is higher than HP's, which derives more than 60% of its revenue from its lower margin PC business, although this business has proven to be a meaningful positive offset during the coronavirus pandemics. HP's printer business is more than twice the size of Xerox's on a revenue basis, while Xerox's operating EBITDA margin is the same as HP's when comparing the companies' most recent results on an LTM basis. HP has a much more significant share in A4 but through acquisitions has increased its A3 market share materially. HP does not have a customer leasing business. Xerox's core business has been in decline for several years, and prior product refreshes were not successful at turning around mid-single-digit declines in its post-sale business, which represents more than three quarters of revenue. Fitch expects Xerox to continue to experience negative revenue growth over the ratings horizon with only diminished prospects for modest improvement, confirmed in part by recent results. Additionally, Xerox has continued its retreat from previously conservative financial policies through sizable share repurchases. While Xerox's liquidity position at present is adequate and the company previously took steps to improve its balance sheet, a continued deterioration in Xerox's market position associated with lack of a turnaround in its core business bears risk to the company's operational position and prospective financial position as a result over the rating horizon. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Agency's Rating Case for the Issuer -- Double-digit revenue declines in 3Q20 and 4Q20, approximately 10pp better than 2Q20, with gradual improvement as workers increasingly return to offices, -with total revenue of $6.8 billion; modest, single-digit growth in 2021, slightly down in 2022 and lower single-digit decline in 2023. -- 3Q20 operating EBITDA margin of approximately 10%, improving to higher teens in 4Q20 owing to seasonality and cost actions; expect 3pp-4pp of margin improvement in 2021 and about 2pp in 2022; -- Approximately $400 million reduction in finance assets total, net over 2020, an additional $200 million-$300 million in 2021 and roughly constant thereafter; -- $100 million of capex annually, maintenance of existing dividend and assumed $100 million tuck-in acquisitions annually beyond 2020; -- Allocation of bulk of post-dividend FCF beyond tuck-in acquisitions to share repurchases; assume $300 million in 2H20 and $1.5 billion over 2021-2023, at least partially debt financed. RATING SENSITIVITIES Rating Sensitivities are no longer relevant given the ratings withdrawals. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Xerox had $2.3 billion of cash and cash equivalents at June 30, 2020, including $42 million of restricted cash. The company's cash balance is elevated following the November 2019 sale of its interest in Fuji Xerox for approximately $2.2 billion. Xerox maintains access to its $1.8 billion revolving credit facility, which was undrawn at June 30, 2020. The credit facility allows the company to increase, with the consent of its lenders, the overall size of the facility by $750 million. Xerox also has the right to request a one-year extension with the facility which matures in August 2022. Fitch anticipates that Xerox will use the majority of its FCF to repurchase stock or make acquisitions as opposed to reducing its debt. Debt Structure: Xerox faced a staggered, but sizable, maturity ladder over the ratings horizon. At the end of 2Q20 $1.8 billion of aggregate principal outstanding of bonds were set to mature through May 2021. However, Xerox's recent issuance and later follow-on refinanced its August and September maturities totaling $738 million with the balance to partially redeem its $1.1 billion May 2021 maturity. Fitch assumes Xerox will refinance later maturities as they come due predicated on the company maintaining sufficient market access. 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 Xerox Corporation: Management Strategy: 4, Group Structure: 4, Governance Structure: 4 Xerox has an Environmental, Social and Governance (ESG) Relevance Score of '4' for Management Strategy due to the company's shift to a more aggressive financial policy and its inability to address core revenue declines, which has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. Xerox has an ESG Relevance Score of '4' for Governance Structure due to the board representation weighted toward activist shareholders, which has a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. Xerox has an ESG Relevance Score of '4' for Group Structure due to the imposition of a holding structure that could be detrimental to unsecured creditors, which has a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. Except for the matters discussed, the highest level of ESG credit relevance, if present, is a score of 3 - ESG issues are credit neutral or have only a minimal credit impact on the entity(ies), either due to their nature or the way in which they are being managed by the entity(ies). YOAKUM INDEPENDENT: Fitch Maintains 'BB' LT Issuer Default Rating ----------------------------------------------------------------- Fitch Ratings has maintained the following Yoakum Independent School District (ISD) ratings on Rating Watch Negative: -- Long-Term Issuer Default Rating (IDR) at 'BB' -- Approximately $40.8 million outstanding ULT bonds at 'BB'. SECURITY The ULT bonds are payable from an unlimited annual property tax levy. ANALYTICAL CONCLUSION The 'BB' IDR reflects continued weakness in operating performance, which has resulted in a negative fund balance and cash position and a 'going concern' audit opinion in the last two fiscal years. The Negative Rating Watch, which was maintained when the IDR was downgraded to 'BB' in April 2020, reflects concern about the district's ability to stabilize cash flow. Resolution of the Negative Rating Watch, which Fitch expects to review again following publication of the fiscal 2020 audit, is predicated on the district's cash-flow trends and the status of its financial resilience. Further deterioration in these areas would lead to a downgrade. The rating also incorporates the district's slow revenue growth prospects and moderate long-term liabilities and fixed costs. The rating also reflects an asymmetric economic risk consideration based on the high taxpayer and energy sector concentration within the district. ECONOMIC RESOURCE BASE Yoakum ISD is located about 100 miles east of San Antonio, TX in the counties of Dewitt, Lavaca, and Gonzales. With an economy historically based on agriculture, the district lies within the Eagle Ford shale, one of the most actively drilled targets for unconventional oil and gas in the U.S. during the recent energy boom; however, Eagle Ford's output has dropped sharply since 2015 due to the volatility in oil prices. Despite an 11% increase in the last two fiscal years, gross taxable assess values TAV (without consideration of the abatement of nearly the entire value of a natural gas liquids processing plant for purposes of calculating the maintenance and operation or M&O levy) is about 25% below peak levels in fiscal 2015. The abatement expires in fiscal 2023. KEY RATING DRIVERS Revenue Framework: 'bbb' Post-pandemic long-term revenue growth is expected to be in line with inflation based on Fitch's expectation of periodic increases in state per-pupil funding, tempered by negative enrollment trends. The district's independent legal ability to raise revenues is limited by state law. Expenditure Framework: 'bbb' Based on historical performance, natural spending growth is expected to be well above revenue growth. The fixed-cost burden for debt service and retiree benefits is moderate. The district's expenditure flexibility is adequate as it can still implement manageable cuts to core services. Long-Term Liability Burden: 'aa' Fitch expects the liability burden to remain moderate as the district has no future debt issuance plans and pension liabilities are modest. Operating Performance: 'bb' The district's operating performance has deteriorated in recent years, leaving it with limited gap-closing capacity given its inherent limited budgetary flexibility and negative general fund reserve and cash levels. ESG-Governance: Yoakum ISD has an ESG Relevance Score of 5 for Rule of Law, Institutional & Regulatory Quality, Control of Corruption (GRL) due to poor financial operating and capital management, culminating in operational deficits and depletion of reserves resulting in negative balances. This position has a negative impact on the credit profile, and is highly relevant to the rating and the Negative Watch RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Sustained reversal of negative enrollment trends, a principal driver for state funding, which would enhance revenue growth prospects; -- Sustained balanced operations that stabilize operating performance and lead to a reversal of the accumulated deficit and negative cash position; -- Progress towards building an adequate reserve safety margin and improvement to the district's financial resilience. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Continued negative cash position, operational deficits and negative reserves; -- Delayed management information or audits, or continuation of auditor opinions noting a 'going concern' risk; -- A material sustained decline in district enrollment beyond current levels, leading Fitch to reassess the medium-term revenue growth prospects to below inflation. CURRENT DEVELOPMENTS Sector-wide Coronavirus Implications The outbreak of coronavirus and related government containment measures worldwide has created an uncertain environment for U.S. state and local governments and related entities. Fitch's ratings are forward-looking in nature, and Fitch will monitor the severity and duration of the budgetary impact on state and local governments and incorporate revised expectations for future performance and assessment of key risks. While the initial phase of economic recovery has been faster than expected, GDP in the U.S. is projected to remain below its 4Q19 level until at least 4Q21. In its baseline scenario, Fitch assumes continued strong GDP growth in 3Q20 followed by a slower recovery trajectory from 4Q20 onward amid persisting social distancing behavior and restrictions, high unemployment and a further pullback in private-sector investment. Additional details, including key assumptions and implications of the baseline scenario and a downside scenario, are described in the report entitled, "Fitch Ratings Coronavirus Scenarios: Baseline and Downside Cases - Update". The coronavirus pandemic is materially affecting state revenues and is expected to continue applying downward pressure in the coming months. While state officials have directed certain state agencies to reduce spending by 5% for the remainder of the 2020-2021 biennium, no reduction in K-12 funding was included in that directive. Changes to K-12 funding for the upcoming 2021-2022 biennium likely will be considered in the next legislative session, which convenes in January, 2021. Yoakum ISD's financial position is already exceptionally weak, having deteriorated with recent large operating deficits and a precipitous decrease in its fund balance leading to negative balances in fiscal 2018 and fiscal 2019. The district attributes the dramatic drop in reserves from a peak of 34% of spending in fiscal 2014 to poor management of costs related to major capital improvement projects. Both the fiscal 2018 and fiscal 2019 audits retained an unqualified opinion, although the external audit also stated there was "substantial doubt about the district's ability to continue as a going concern" in both years. Despite the district's weak financial health, the district has not declared financial exigency which would allow it to impose a mid-year reduction in force. Also, the Texas Education Agency (TEA) has not intervened to date. Near-term improvement to the district's financial reserves is not expected. Given the negative fund balance of $1.9 million or 11% of spending in fiscal 2019, the modest budgeted net surplus of $313,000 (1.8% of spending) in the fiscal 2020 budget doesn't represent a material improvement. Fiscal 2020 ADA declined by 2.3% compared with the modest budgeted decline of 0.5%, leading to a potential overpayment of state aid that would be withheld from fiscal 2021 state aid. Furthermore, the district adopted a deficit budget for fiscal 2021, projected to further increase the negative fund balance by $1 million or 5.2% of spending. Although Fitch was unable to speak with management as of this review, the limited new information available is consistent with the trends noted by Fitch when Fitch downgraded the IDR to 'BB' and maintained the Rating Watch Negative, in April 2020. CREDIT PROFILE The economy is highly concentrated in oil and gas production. The top 10 taxpayers in the district, with the majority in the oil and gas industry, made up about 25% of fiscal 2019 gross TAV (42% applicable for M&O and I&S tax rate). The District entered into an eight-year tax abatement agreement in fiscal 2015 with Enterprise Products Partners LP's (BBB+/Stable), the owners of the NGL processing plant, which dramatically reduced the TAV applicable to the M&O levy. The debt service (I&S) levy is applied to the entire TAV. REVENUE FRAMEWORK Funding for public schools in Texas is provided by a combination of local (property tax), state and federal resources. The state budgets the majority of instructional activity through the Foundation School Program (FSP), which uses a statutory formula to allocate school aid considering each district's property taxes, projected enrollment, and amounts appropriated by the legislature in the biennial budget process. The Tier 1 component of the FSP provides districts a certain level of operational funding, and the basis for most Tier 1 allotments is called the basic allotment. The basic allotment is a per pupil dollar amount that is multiplied by average daily attendance (and adjusted for specific circumstances) and produces a district's Tier 1 allotment. District revenue grew by a CAGR above CPI but below U.S. GDP for the 10-year period ending fiscal 2019. Fitch expects long-term revenue growth to slow to approximately the rate of inflation given modestly declining ADA, balanced against anticipated periodic increases in per pupil funding and additional allocations of state aid for lower socioeconomic populations that typically characterize rural districts. For the state's fiscal 2020-2021 biennium, the state is increasing TEA funding by $11.6 billion (roughly 20%) to $67 billion. House Bill 3--the funding legislation--includes a number of reforms to K-12 education. These changes include full day pre-K for eligible children, increased funding for low-income student education, incentives for districts to offer dual language programs, and money for districts to develop merit pay programs for teachers. HB3 also requires the compression of the vast majority of districts' local operating tax rates from $1.00 to $0.93, which will be implemented in FY 2020. If they have not done so previously, districts will also have the ability to increase the operating rate by $0.04 without voter approval, and can add an additional $0.01 with unanimous board approval. HB 3 also requires districts to limit annual operating tax revenue increases to 2.5% (by requiring a further compression in the M&O rate if TAV increases by more than 2.5%) beginning in FY 2021. Additional enrichment pennies (up to an additional $0.12) can be added to the operating tax rate in FY 2021 if previously approved by voters; any additional enrichment pennies not previously authorized will require voter approval before being levied. The increased state funding is driven primarily by an increase in the per student basic allotment to $6,160 from $5,140. HB3 requires districts to apply 30% of annual increased funding to full-time employee compensation increases (75% of which would go to teachers, counselors, nurses and librarians). Finally, the legislation revises the equalization formula so that recapture payments by property-wealthy districts are projected to decline by $1.6 billion in fiscal 2020 and $1.9 billion in fiscal 2021. The district has no meaningful independent legal ability to raise revenues due to state tax limitations. With the recent passing of HB3, the district's M&O tax rate was compressed to just under $0.97 in fiscal 2020 from $1.04 per $100 TAV in fiscal 2019, the first year of implementation. For fiscal 2021, districts will be compressing their M&O rates further based on the state's projection of state-wide property value growth of 4.01%, or additional tax rate compression for those that realize property value increases greater than 4.01%. This tax rate-change will not affect Texas districts' legal ability to increase revenues, which Fitch uniformly assesses at the 'bb' level given the inability to increase M&O tax rates without voter approval. The district levies a separate, unlimited debt service tax rate that stood at $0.44 per $100 TAV in fiscal 2020; this rate is not subject to compression under HB3. While the debt service property tax pledge securing the district's bonds is unlimited, state law requires districts to demonstrate the ability to service outstanding and any proposed debt with a debt service rate of no more than $0.50 per $100 of TAV. EXPENDITURE FRAMEWORK The district's main expenditure category is instruction, which accounted for 52% of operating expenses in fiscal 2019. The district's pace of spending has significantly surpassed revenues in recent years due to the pay-go funding of large capital projects and operational cost increases. Fitch expects the natural pace of spending to be well above revenues with increases in maintenance, utilities and other operating costs exceeding the rate of inflation. The district's fixed cost burden is moderate, with carrying costs for debt, pensions and other post-employment benefits (OPEB) equaling about 19% of fiscal 2019 governmental expenditures. The district retains adequate flexibility in staffing levels, and does not have any labor contracts or plans to issue additional debt. However, the district's limited spending flexibility is evidenced by its large operating deficits. The district participates in the Texas Teachers Retirement System (TRS), a cost-sharing multiple employer system. Actual contributions are fixed in statute, while the ADC measures contributions needed to eliminate the unfunded liability in 30 years. Statutory rates have often been below the ADC, with the resulting funding period slipping beyond the 31-year statutory maximum. Contributions (and the NPL) are shared by school districts and the state. In 2018, TRS lowered its discount rate to 7.25%, from 8%, and in 2019 the legislature raised state, employer and employee rates over five years to bring the funding period within the legal maximum threshold. Like all Texas school districts, the district is vulnerable to future state policy changes that shift more of the contributions and liabilities onto districts, as well as to TRS' ability to achieve its funding assumptions over time. Yoakum ISD's current financial state, however, raises concern regarding the district's ability to withstand additional operational pressures. Fitch believes that Yoakum ISD could be challenged in accommodating any potential increases in contributions to TRS in the near term. LONG-TERM LIABILITY BURDEN The district's long-term liability, comprised primarily of direct debt, is moderate at about 13% of personal income. Fitch expects this metric to remain in the moderate range given the district's lack of debt plans and likely growth in the resource base. Under GASB 67, TRS's assets covered 75.2% of liabilities as of the system's fiscal 2019 audit, a ratio that falls to 64.3% using Fitch's standard 6% return assumption; the district's own financial statements will reflect these results in fiscal 2020. Reported system figures are based on the lower discount rate implemented by TRS in 2018 and the statutory increase in contribution rates approved in 2019. Higher expected contributions have eliminated the depletion date reported by TRS in fiscal 2018 (and which school districts are reporting in their fiscal 2019 audits) and have brought forecast amortization to 30 years. Statutory contribution increases strengthen the likelihood of funding improvement, but future progress ultimately depends on whether actual TRS performance matches assumptions over time. At present, the state carries just over half of TRS' employer NPL on behalf of school districts and pays roughly half of contributions. OPERATING PERFORMANCE The district's financial resilience and gap closing capacity have eroded drastically, leaving district operations critically exposed to even a moderate downturn, much less a potential severe decline related to the coronavirus. Fitch considers the district's operations to be unsustainable absent policy action in the current economic environment. Reserves have dropped to -$1.9 million or -11% of fiscal 2019 spending. Although the district reports its recurring deficits resulted largely from capital improvement overspending, multiple years of deficits point to a more significant fundamental structural imbalance in operations. While limited steps to make cuts in operations have been implemented, no internal expenditure control policies are in place to guard against further budget deficits or overdrawn cash position. The district also has a history of underperforming budgets. The adopted fiscal 2020 budget anticipated an operating surplus of $312,000 or 1.6% of projected spending. In March 2020, management projected slightly weaker operations and a projected net surplus of approximately $244,000, an amount insufficient to make a meaningful change to the accumulated deficit. As of March 31, 2020, the district reported it had merely 29 days of cash on hand or approximately $1.4 million assuming projected spending through fiscal YE 2020 to be around $17.4 million. ASYMMETRIC ADDITIONAL RISK CONSIDERATIONS The district faces additional risk related to its high degree of taxpayer and sector concentration. The district's two largest taxpayers (EOG Resources Inc. and Teal Operating LLC) made up about 15% of its gross tax base in fiscal 2020. In addition to the sources of information identified in Fitch's applicable criteria specified, this action was informed by information from Lumesis. 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. There was limited new information available for the current review; the district's projected fiscal 2020 financial results were not made available for review as the district did not respond to Fitch's requests for information. ESG CONSIDERATIONS Yoakum Independent School District (TX): Rule of Law, Institutional & Regulatory Quality, Control of Corruption: 5 Except for the matters discussed, the highest level of ESG credit relevance, if present, is a score of 3 - ESG issues are credit neutral or have only a minimal credit impact on the entity(ies), either due to their nature or the way in which they are being managed by the entity(ies). [*] 40% Rise of Corporate Bankruptcies in New York Region --------------------------------------------------------- Josh Saul and Henry Goldman of Bloomberg News reports that the pandemic has battered New York City businesses, with almost 6,000 closures, a jump of about 40% in bankruptcy filings across the region and shuttered storefronts in the business districts of all five boroughs. It's going to get worse. This fall, the nation's largest city will see even more padlocked doors as companies burn through federal and private loans they tapped in March, landlords boot businesses that can't make rent, and plummeting temperatures chill outdoor dining and shopping. "By late fall, there will be an avalanche of bankruptcies," said Al Togut, a lawyer who has handled insolvencies for small businesses. [*] 6 Businesses on Bankruptcy Watch in 2020 Due to Pandemic ------------------------------------------------------------ Erin Clark of Report Door report that this 2020 has accelerated emerging trends leading to many bankrupt companies. Prior to the novel coronavirus pandemic, sectors like energy and oil were falling out of favor to a degree. Clean energy and technology trends led to that shift. Price wars and the pandemic supercharged the decline in oil. Retail has been absolutely crushed, and the same is true of entertainment stocks. This has accelerated the decline of weaker stocks in those respective sectors. The result is that multiple equities are now on bankruptcy watch. Investors have shown a lot of propensity for risk and somewhat surprisingly have flocked to these equities. What follows is a discussion of stocks that are in dire straits. This includes the following: Oasis Petroleum (NASDAQ:OAS) Remark Holdings (NASDAQ:MARK) Twinlab Consolidated Holdings (OTCMKTS:TLCC) CBL & Associates Properties (NYSE:CBL) Dave & Buster's (NASDAQ:PLAY) AMC Entertainment (NYSE:AMC) None of these names are truly bankrupt companies yet. In fact, some of them may bounce back. But if you're betting on a comeback in these stocks, remember that they will need to change fundamentally. Let's take a closer look at what’s going on with each of these companies now. * Oasis Petroleum (OAS) --------------------- Oasis Petroleum is in dire straits. After hiring bankruptcy lawyers and missing debt payments the indicators couldn’t be any clearer. OAS stock has been in decline for the past 5 years. Most recently, it skipped a $30 million interest payment on convertible 2022 notes. Oil and gas producers have been particularly hard hit during the pandemic. This continues a trend in the sector, which has seen price wars, growing green energy interest and demand bottom as people shelter in their homes. The trend doesn't show any signs of abating. According to BloombergLaw: "Oil and gas bankruptcies have accelerated this year as the coronavirus slows the economy and tamps demand. At least 36 companies have sought Chapter 11 protection in the first three quarters of 2020, according to a report from law firm Haynes and Boone LP. More than 240 producers have filed for bankruptcy since 2015." The company has been in distress for several years having had an operating loss for each of the past 3 years. During that same period, the firm issued $430 million in new debt. It also warned that it might be a going concern should it not be able to restructure its current debt. * Remark Holdings (MARK) --------------------- According to its investor relations page, Remark Holdings is developing on AI focused software and business solutions. These are certainly areas that investors are interested in. But MARK stock might be one of the next bankrupt companies of 2020. Notably, the company has been on shaky footing for the past decade. It has been volatile but traded in the range of $5. It spiked above $14 in early 2018 and has been in sharp decline thereafter. The company plans to hold a vote Oct. 21 to increase the number of authorized common stock shares to 175,000,000. The company also dismissed its previous auditor on Aug. 31, 2020. Remark has incurred $359.1 million in losses since its inception. The company's Altman-Z score is -22.9, which indicates extreme distress. Anything under 1.81 indicates bankruptcy is a serious possibility. * Twinlab Consolidated Holdings (TLCC) ------------------------------------ If you take nutritional supplements, there's a decent chance you’ll be familiar with the next company on this bankruptcy list. TwinLabs sells supplements and has been active in the nutrition space since 1968. In the company's most recent 10-Q filing it raised questions about its own ability to continue as a going concern. Shares are traded on the pink markets at a current price of 10 cents. Given that larger, more well-known vitamin retailer GNC filed for bankruptcy and Twinlab has raised its own warnings, signs look dire. GNC will close more than 1,000 of its brick-and-mortar locations. * CBL & Associates Properties (CBL) --------------------------------- Technically CBL & Associates is not on bankruptcy watch as it has already signaled its intent to file for Chapter 11 protection on Oct. 1, 2020. Under the agreement $900 million of debt and $600 million of other obligations were eliminated. Maturity on other outstanding debt was pushed out to later dates. As a commercial real estate investment trust operating commercial mortgages it was particularly hurt by the pandemic. CBL CEO Stephen D. Lebovitz was positive regarding restructuring, stating: "We also appreciate the confidence in the CBL organization and leadership team shown by the noteholders as we've worked collaboratively to find a solution that benefits all company stakeholders. Our goal is for this process to proceed as smoothly and as quickly as possible with no disruption to CBL's operations. Once the process is complete, we will emerge as a stronger and more stable company, with an enhanced ability to execute on our key strategies of diversifying our sources of revenue and transforming our properties from traditional enclosed malls to suburban town centers. As a result, we will be better positioned to grow our business over the near and long term." However, CBL stock has remained in the 20 cent range even after the news. So while the company likely has the financing to continue operations into the future, investors are not impressed that the restructuring will lead to positive results moving forward. This doesn't bode well for the company as other companies nearing bankruptcy have seen a lot of investor interest during the pandemic. * Dave & Buster's (PLAY) ---------------------- PLAY stock recently jumped on news that a few analysts rated it a buy. Such news can easily spur a buying run by the markets. But the company has the same problems it had prior to that vote of confidence. In fact, the issues have been magnified due to the pandemic. "The hospitality industry has been and will be hit the hardest by the pandemic," wrote Antoinette Tessmer, professor of practice in the Finance Department, Broad College of Business, Michigan State University, in an email to InvestorPlace. "Think of what our families have done over the last six months: we cancelled vacations, we restrain from eating out, we avoid large crowds and unfamiliar surroundings. Think of how conducting business has evolved in the last six months: we work from and eat at home, virtual meetings are the new normal, we do not "travel for business" any longer. Those behaviors have directly impacted restaurants, hotels, casinos, resorts, i.e., the hospitality industry." The company is in a period of volatility and has warned that it needs to restructure debt. As per Dave & Buster’s most recent 10-Q filing, it has $224 million in cash and equivalents, and $731 million in long-term debt. In the current operating environment such imbalances can spiral. It reported an operating income loss of $142.5 million through Aug. 2. Total comprehensive income was $68 million through the 26 weeks prior to Aug. 2, 2019 for the firm. In the same period in 2020 debt has increased by $99 million. That means the company has to have a 26 week period to erase roughly $70 million of that $99 million. The company would then be $30 million short of erasing new debt. Despite the trading volatility that has seen PLAY stock pop, investors should be aware that the company is getting worse, not better. All of that long-term debt is more than a minor problem. It is cause for a company to become insolvent. Dave & Buster's has stated going concern issues and essentially needs that debt to be forgiven, and or restructured. But then what? It isn't exactly the sexiest company is it? Arcades and fast casual dining are lots of fun, but not exactly an area ripe for investment returns. * AMC Theatres (AMC) ------------------ AMC opened over 35 theatres last week and has more than 460 open nationwide. This is of course a positive from a revenue and operational perspective. The company is highlighting its cleanliness standards amid the pandemic stating: "AMC is coming off our most successful weekend since reopening, thanks in large part to Warner Bros. release of TENET. And now, with more than 35 more AMC theatres opening this week, we will be showing movies in nearly 80 percent of our U.S. circuit. That is another encouraging sign that our industry is beginning its way back … [N]ew AMC Safe & Clean safety protocols are clearly resonating with our guests. We're seeing record-high guest scores for the cleanliness of our theatres, far exceeding the marks we’ve received in the decades we’ve been tracking guest feedback." Yet, the company has serious problems that extend beyond the coronavirus. And that issue makes it one of the next potential bankrupt companies to watch. To be sure, the company's problems have been exacerbated by the pandemic, but they existed long before. AMC stock will benefit by adhering to new cleanliness standards. But the company must tackle debt. Based on the figures that I see, that may be impossible. AMC has massive corporate debt and massive operating lease liabilities. Based on cash flows and current cash on hand, the math looks murky at best. In fact, it looks downright bad. Simply consider the firm's operating activity cash flows as they relate to debt and lease liabilities and as an investor you'll see why this firm is on bankruptcy watch. Last year (2019) was a very bad year for AMC. This year has been an absolute catastrophe. In the first six months of 2019, AMC showed an operating loss of $80.8 million. Pretty bad. It then had $265 million in cash and corporate debt of $4.73 billion. Operating lease liabilities were nearly $5 billion at that time. The company now has nearly $500 million in cash. But the $80.8 million loss it posted in the first half of 2019 looks like nothing now. The company posted a net operating loss of $2.73 billion in the first half of 2020. AMC's accumulated deficit for the first half of 2020 is $3.46 billion. That’s a lot of movie tickets, popcorn and soda that needs to be sold. [*] Bankruptcy Considerations for Shipping Lenders -------------------------------------------------- Watson Farley & Williams wrote an article in Hellenic Shipping News titled "Caveat Lender: Bankruptcy Considerations for Shipping Lenders." The impact of the COVID-19 pandemic is pushing both US and foreign borrowers to consider US bankruptcy options, including a chapter 11 restructuring or a foreign insolvency proceeding and chapter 15 recognition. Lenders are increasingly asking what they need to know about US Bankruptcy Code to protect their investment. They are right to be concerned, because creditors who are caught unawares by US Bankruptcy Code provisions can find themselves in a much weaker position than they bargained for, even if their borrower successfully reorganizes. Chapter 11 Considerations for Lenders Who May File? Foreign companies utilize chapter 11 to restructure due to the many debtor-friendly rules. The Bankruptcy Code's liberal jurisdiction provisions allow any company that has property in the United States to file a chapter 11 proceeding. There is no requirement that the property has been in the United States for any particular amount of time, so the transfer of funds to a US account prior to filing is sufficient to create jurisdiction. Automatic Stay One powerful tool for debtors restructuring under chapter 11 is the imposition of an automatic stay on creditors. Immediately upon filing a bankruptcy petition, the worldwide automatic stay takes effect, staying all actions to enforce or collect pre-petition claims against the debtor and its assets. As a result, creditors are forbidden from (1) terminating existing contracts, (2) commencing or continuing litigation or lien enforcement actions, and (3) taking any other legal actions against the debtor or its assets, without leave of the Bankruptcy Court. The stay is so broad as to not only preclude lenders from foreclosing on their collateral, but also prohibits sending notices of default or acceleration to the debtor. Most loans contain termination clauses that are triggered by the borrower filing for bankruptcy. These so-called "ipso facto" clauses are generally unenforceable in executory contracts (discussed further below) but may be enforceable in loan agreements.¹ Additionally, lenders cannot be forced to extend financing to a borrower in bankruptcy despite a previous agreement to do so. SWAPs The worldwide automatic stay has some limits. For example, the automatic stay does not prevent a financial institution that is party to a swap agreement from exercising its contractual right to offset or net out any termination value, payment amount, or other transfer arising in connection with the swap agreement. As such, swap participants may terminate a swap in the event of insolvency or bankruptcy. Additionally, an insolvency event of default entitles a swap counterparty to termination damages, and the counterparty may seize its collateral regardless of the automatic stay. Credit Enhancements and Preferential Transfers Lenders who are concerned about their borrower's financial status often request additional security or payments from their borrower. For example, a lender may request that funds held in a blocked or pledge account be transferred to an account held in the lender's name, out of concern that the debtor will use such funds for restructuring. If the debtor files a bankruptcy petition a month or two after such a transfer, that transfer may be challenged and clawed back from the lender into the bankruptcy estate as a “preferential transfer.” Certain payments and transfers made by a debtor in the months, or even year, prior to filing a bankruptcy petition, are considered "preferential transfers" under the Bankruptcy Code. Preferential transfers include any payment or transfer of an interest of the debtor, including a security interest in additional collateral, to a creditor on account of an existing debt made on or within 90 days (or one year if to an insider) before the filing of the bankruptcy petition. There are a number of statutory defenses to preferential transfer claims. A transfer cannot be clawed back by the debtor if the transfer, inter alia, (1) was made in exchange for new value given to the debtor, (2) was made in the ordinary course of business (e.g., timely loan payment), or (3) created a security interest in property acquired by the debtor to the extent the security interest secured new value given by the creditor that was used to acquire the collateral property. For these purposes, "new value" can be money, services, or new credit, but does not include an obligation substituted for an existing obligation. Thus, forbearance likely does not constitute "new value" and any additional security provided to obtain lender’s agreement to forbear would likely be considered a preference.² Cash Security Creditors may be surprised to find that funds accumulated in a blocked account cannot be swept once a borrower declares bankruptcy. Even if the funds are swept into lender's account prior to a bankruptcy, that sweeping might be considered a preference and clawed back. The funds in a pledged or blocked account are known as "cash collateral" because they are owned by the debtor, but the lender has a security interest in the funds. Cash collateral includes cash, negotiable instruments, securities, or deposit accounts in which both the debtor and a non-debtor (i.e., a creditor) have an interest. Usually, the debtor will seek court permission to use this cash collateral during the chapter 11 proceeding to pay bankruptcy and other expenses. The Bankruptcy Code provides some protections for secured creditors who are, because of the automatic stay, prevented from foreclosing on cash and other collateral. These creditors may seek "adequate protection" of the value of their security if the debtor intends to use the collateral or pledged funds during the bankruptcy. Adequate protection is not specifically defined in the Bankruptcy Code and is often the subject of significant negotiations between the debtor and lenders, and could include a replacement lien on unencumbered property or payments of interest during the bankruptcy proceeding. Forbearance Agreements There are additional limitations on forbearance agreements in chapter 11 that should be considered by lenders. While a developing area of law in the United States, forbearance agreements – unlike loan agreements – are generally enforceable against lenders in the borrower's bankruptcy when the parties use the forbearance agreement to afford the borrower the opportunity to avoid foreclosure. In other words, lenders must continue to forbear under the terms of the agreement even if the borrower files for bankruptcy during the forbearance period, because such agreements are considered "executory contracts." "Executory contracts," although undefined in the Bankruptcy Code, generally include contracts where both parties have material unperformed obligations under the contract. If a debtor elects to assume, or continue, the executory contract, the debtor must first cure any defaults thereunder and assume the entire contract. If a debtor rejects an executory contract, the rejection is treated as a breach of the agreement, and the other party may make a claim against the debtor's estate for damages. A forbearance agreement may be considered an executory contract because both parties must perform: the borrower must pay some or all of the debt owed to the lender, and the lender has to continue to forbear for some period of time. As such, the debtor may assume or reject the forbearance agreement, and the lender cannot utilize an ipso facto clause to automatically cease forbearance and avoid the risk that borrowers will assume (and thus, continue) the forbearance agreement. However, If the forbearance agreement provides for an extension of additional credit to the debtor that was not advanced pre-petition, the agreement is more likely to be considered a loan agreement and not subject to the restrictions on ipso facto clauses. Charter Parties The bankruptcy courts treat charter party agreements similar to equipment leases, that is as executory contracts that may be assumed or rejected by the debtor charterer at any time before the end of the bankruptcy proceeding. However, if a charter is a finance lease, rather than a true operating lease, the lender is considered to have a security interest in the vessel, while the lessee debtor is treated as the owner of the vessel (and the vessel as part of the debtor's bankruptcy estate). If the lender/owner has not properly perfected its security interest in the finance lease pursuant to the law applied by the Bankruptcy Court, it will have only an unsecured claim against the debtor's estate. Chapter 15 to Recognize Foreign Insolvency Proceedings Debtors may commence an action under chapter 15 of the US Bankruptcy Code when conducting a foreign insolvency proceeding. Typically, this requires the administrator of the foreign proceeding, or other authorized representative, acting through counsel, to apply to a US Bankruptcy Court for recognition in the United States of the foreign proceeding. If the Bankruptcy Court recognizes the foreign bankruptcy as a foreign main proceeding, the automatic stay becomes effective with respect to property of the debtor that is located within the United States; it is not worldwide. Although this still prevents creditors from foreclosing on a debtor's US assets, debtors cannot avail themselves of the full panoply of debtor-friendly laws. For example, chapter 15 debtors cannot seek to claw back preferential transfers, which may offer some comfort to lenders. Lenders to struggling borrowers are best served by considering the possible effect of a US bankruptcy when negotiating any debt restructuring. -------------------------------------------------- [1] See In re AMR Corp., 730 F.3d 88, 107 (2d Cir. 2013). [2] See In re Eleva, Inc., 235 B.R. 486, 489-90 (10th Cir. 1999) (agreeing "that forbearance of a right does not constitute new value.") (citing cases, including In re McLean Indus., Inc., 132 B.R. 247, 263 (Bankr. S.D.N.Y. 1991), aff'd 162 B.R. 410 (S.D.N.Y. 1993), rev'd on other grounds, 30 F.3d 385 (2d Cir. 1994); and In re Duffy, 3 B.R. 263 (Bankr. S.D.N.Y. 1980)). Compare In re Buffalo Auto Glass, 187 B.R. 451, 454 (Bankr. W.D.N.Y. 1995) (adopting the view "that where forbearance is alleged to constitute new value, the actual value to the debtor of the forbearance in 'money or money's worth' must be established by the defendant."). Source: Watson Farley & Williams [*] Coal Act Payments Not Discharged in Bankruptcy -------------------------------------------------- Law360 reports that a Florida federal judge ruled Sept. 27, 2020, that the premiums U.S. Pipe and Foundry Co. LLC pays under the Coal Industry Retiree Health Benefit Act are considered recurring taxes and therefore were not discharged in a bankruptcy proceeding more than two decades ago. U.S. District Judge Charlene Edwards Honeywell affirmed a bankruptcy court ruling that said U.S. Pipe and Foundry must continue to pay its obligations under the Coal Act because none of the premium obligations that the trustees of the benefit plan are seeking to enforce existed when a Florida bankruptcy court confirmed a Chapter 11 plan for Hillsborough Holdings Corp. [*] Largest Publicly Traded Restaurants Most Likely to Default -------------------------------------------------------------- USA Today reports that several restaurant chains are suffering and hurt because of COVID-19 and these are further detailed in here. Casual dining chains were already facing challenges before COVID-19, hurt by the rise of fast-casual competition and increased food costs. Now, several of the largest restaurant companies in the U.S. are struggling with capacity restrictions on indoor dining and attempting to lure customers with takeout in a bid to avoid financial disaster. The owners of chains like Outback Steakhouse, Applebee's and The Cheesecake Factory are on a newly updated list of national restaurants that are facing the highest likelihood of not paying back their debts. When companies default on loans, they are often forced to file for bankruptcy protection, close locations or occasionally liquidate. One chain, California Pizza Kitchen, has already filed for Chapter 11 bankruptcy protection, with plans to close some locations. While the nation's largest publicly traded restaurants face a less than 1 in 5 chance of defaulting in the next year, according to the new report by S&P Global Market Intelligence, they remain in perilous terrain. Analysts are particularly concerned about the coming winter, which will eliminate outdoor seating options for many restaurants, and the demise of the extra $600 in unemployment benefits that had been available for jobless Americans. Congress is debating whether to extend those benefits. "The odds that the largest publicly traded U.S. restaurants will default fell in recent months as states allowed businesses closed by the coronavirus pandemic to reopen," S&P says in the new report. "But the ongoing financial hits from the virus and uncertainty over whether laid-off consumers will receive expanded unemployment benefits continue to pressure the industry as more companies enter bankruptcy." Sales at restaurants and bars fell 26% in June, compared with a year earlier, according to S&P. But some are faring better than others. In contrast to sit-down chains, publicly traded fast-food companies are holding up well, in large part because of robust drive-thru offerings. For example, McDonald’s has a less than 1 in 200 chance of defaulting, according to S&P. Here are the six largest publicly traded restaurant chains that are most likely to default: Dave & Buster's This chain, which relies heavily on its reputation as an entertainment venue in addition to its food offerings, has a 16.1% chance of defaulting in the next year, according to S&P. It has the worst credit rating among the nation’s largest restaurant companies. Dave & Buster's recorded a net loss of $43.5 million for the quarter ended in early May. But the company has taken steps to raise money, including securing new investment financing, that have significantly improved its chances of surviving without defaulting, according to S&P. Outback Steakhouse parent Bloomin' Brands This chain, whose famous Bloomin' Onion item shares a first name with the restaurant's parent company, faces a 13.2% chance of defaulting. The company said in a July 24 statement that comparable restaurant sales at locations that are allowing indoor dining fell 10.7% for the week that ended July 19, versus a year earlier. But the company said it was moving in the right direction, with more than $500 million dollars in liquidity on hand to weather the storm. "Across our U.S. portfolio, we experienced consistent weekly sales momentum throughout the second quarter as we adapted to this evolving environment. This improved sales recovery, coupled with disciplined cost management, enabled us to generate positive cash flow for the month of June," the chain said in the statement. "In addition, Bloomin' Brands is generating positive cash flow as dining rooms have reopened, and are well positioned in the unlikely event of a return to take-out and delivery only company-wide," Cathie Koch, the company's group vice president of corporate affairs, said in an email. "While dining rooms were closed, Bloomin’ Brands did not layoff or furlough any employee and provided relief pay. When dining rooms reopened, they had staff ready to return." Denny's Known for its all-day breakfast, Denny's faces an 11.9% chance of defaulting. Denny's sales had been improving in June, but its year-over-year sales decline worsened in July, according to the company's most recent earnings report. Sales for the week that ended July 22 were down 41%, compared with a year earlier. But CEO John Miller said in a July 28 statement that "we believe we are well-positioned to effectively navigate further impacts of the pademic while preparing for eventual and future growth." The company added in a statement for this story: "Denny's is proud of the work we have done throughout this pandemic to navigate the ever-changing economic landscape brought on by COVID-19. We are confident in our strategy, the overall improvement in both industry and brand results, and the strength of our balance sheet. Moving forward we firmly trust in our brand’s ability to weather this storm." The Cheesecake Factory Having already failed to make rent payments on time in the spring, The Cheesecake Factory has been facing financial troubles since the start of the crisis. On the other hand, experts say the company's decision not to pay rent on time might have been a negotiating tactic with landlords. Still, the company faces an 11.7% chance of defaulting on its debts, according to S&P. Applebee's and IHOP Dine Brands Global, which owns both chains, has an 11.3% chance of defaulting. The company's IHOP chain is faring worse than Applebee's. In the month leading up to July 26, sales at Applebee's locations fell 18.4%, compared with a year earlier, while sales at IHOP declined 37.6%. "We've demonstrated the ability to manage our business during a challenging second quarter, and our restaurants proved their tremendous resiliency in meeting the convenience and safety needs of our guests," Dine Brands CEO Steve Joyce said in a statement. "We remain optimistic about the overall marked improvement in industry sales and traffic data since April, and are confident in our long-term strategy and ability to quickly adapt to the ever-changing industry landscape." BJ's Restaurants BJ's Restaurants, known for its pizza and beer, has a 9.3% chance of defaulting. Like Denny's, the situation at BJ's deteriorated from June to July. The company was hurt by California's decision to shut down indoor dining again. The company said its late July sales were down about 40% from a year earlier, compared with a decline of about 30% in June. [*] Louisiana's Low Bankruptcy Filing Not Expected to Last ---------------------------------------------------------- Acadia Parish Today reports despite the economic hardships created by the pandemic, bankruptcy filings in Louisiana so far this year, both locally and statewide, are significantly lower than they've been for the past five years. Statistics from the American Bankruptcy Institute show there were just 550 bankruptcy filings from January through July in the U.S. Middle District, which comprises the nine parishes that make up the Capital Region. That's nearly 38 percent fewer than the 880 filed during the same period in 2019, 36 percent fewer than the same period in 2018 and 40 percent fewer than in 2015. The vast majority of the filings have been noncommercial, which is typical of bankruptcy filings in general. Of the 550 filings so far this year, only 20 were commercial filings; of those, only six were chapter 11 filings. The rest were filed by individuals. Statewide statistics mirror the local trends. So far this year there have been 4,743 filings, mostly by individuals, which is 37% fewer than in the first seven months of 2019 and 38 percent fewer than during the same period in 2018. But while the data is encouraging, experts do not expect the positive trend will last. Local bankruptcy attorneys believe the reason there hasn’t been more carnage from the pandemic so far is because of the generous federal relief packages passed by Congress earlier this year. "We are seeing businesses that have been propped up by PPP loans and the EIDL," says veteran Baton Rouge bankruptcy attorney William Steffes. "When that money runs out, I think you’re going to see a big uptick." Nationally, bankruptcy experts and economists are saying much the same thing. They predict a wave of filings beginning in the late fall and lasting, by some estimates, through 2022. Though things may not be as bad as worst-case scenarios project, the current impasse in Congress over a fourth massive stimulus package suggests businesses and individuals as well as state and local governments face a rough road ahead. "There's not much going on in oil and gas or, really, anywhere in the economy," Steffes says. "So I think things are going to get worse before they get better." [*] New Small Business Bankruptcy Rules Out for Public Comment -------------------------------------------------------------- Daniel Gill of Bloomberg Law reports that the Judicial Conference of the United States has published proposed changes to the Federal Rules of Bankruptcy Procedure, featuring style changes and new rules for the new small business reorganization law enacted last 2019. Public comment on the proposed amendments, released Friday by the Judicial Conference's Advisory Committee on Bankruptcy, are due before Feb. 16, 2021. The Small Business Reorganization Act of 2019, which went into effect in February, created a new section for streamlined Chapter 11 reorganization procedures for qualifying small business debtors. ********* 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 ***