/raid1/www/Hosts/bankrupt/TCR_Public/201013.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, October 13, 2020, Vol. 24, No. 286
Headlines
1/0 TECHNOLOGY CORP: Unsecureds Will Get 5% of Their Claims
402-420 METROPOLITAN: Court Finally Approves and Confirms Plan
A MERRYLAND OPERATING: Unsecureds Will Get 5% of Their Claims
AAC HOLDINGS: Committee Says Releases Make Plan Unconfirmable
AAC HOLDINGS: SEC Has Issues With Plan Releases
AAC HOLDINGS: US Trustee Objects to Disclosures and Plan
AGUPLUS LLC: Hires Goodsill Anderson as Special Counsel
ALASKA UROLOGICAL: May Use Northrim Cash Collateral Thru Oct. 23
AMERICAN MILLENNIUM: A.M. Best Cuts Finc'l. Strength Rating to C++
APOLLO ENDOSURGERY: Stockholders Approve Common Shares Issuance
ARANDELL HOLDINGS: Gets Final Court Approval of $12M DIP Financing
ARR INVESTMENTS: May Use Cash Collateral on Final Basis
ASCENT RESOURCES: Fitch Assigns 'B' IDR, Outlook Stable
ASTRIA HEALTH: Oct. 21 Hearing on $20M Sale of ARMC & MOB to Yakima
BLANK LABEL: Unsecureds Will Get 15% Dividend in Plan
BONEYARD ARCHERY: Unsecureds Will Get $75.7K in 60 Months
BREW CREW: Unsecureds Out of Money in Plan
CAMBER ENERGY: Sets Percentage of Post-Merger Capitalization
CAMBER ENERGY: Working to Finalize Amendment to Form S-4
CARUSO AND MILES: Hearing Today on Cash Collateral Use
CBL & ASSOCIATES: Scott Vogel Joins CBL Properties Board
CHARM HOSPITALITY: Hires Kung & Brown as Counsel
CNT HOLDINGS I: Moody's Assigns B3 CFR, Outlook Stable
COMCAR INDUSTRIES: Best Buying 12 Yokohama Steer Tires for $2.4K
COMCAR INDUSTRIES: Buddy Collins Buying Air Compressor for $35
COMCAR INDUSTRIES: Joey Martin Buying Low Value Assets for $64.1K
COMCAR INDUSTRIES: Juan Arellano Buying 2 Air Compressors for $500
COMCAR INDUSTRIES: Juan Arellano Buying Low Value Assets for $400
CYTODYN INC: Incurs $30.8 Million Net Loss in First Quarter
DIOCESE OF ST. CLOUD: Selling Children's Home Property for $5.4M
FREEMAN MOBILE: Hires Nelson Mullins as Special Counsel
GNC HOLDINGS: Unsecureds Distribution Dependent on Conditions
GOLD'S GYM: Court Approves Bankruptcy Liquidation Plan
GRAY TELEVISION: Fitch Rates New $550MM Unsec. Notes 'BB-'
HIGH RIDGE: Unsecureds Will be Funded From GUC Reserve
IMERYS TALC: Certain Insurers Object to Disclosure Statement
IMERYS TALC: Providence Washington Objects to Disclosure Statement
JAGUAR HEALTH: Inks Royalty Interest Purchase Deal with Iliad
JAGUAR HEALTH: Signs Fee Settlement Agreement with Atlas Sciences
JONATHAN R. SORELLE: Says Bank Objection Disclosures Unfounded
KANAWHA COUNTY: Moody's Cuts Rating on Series 2013 Bonds to B1
KATHLEEN CAMPBELL: $14K Sale of Jeffersonville Property Approved
KHAN REAL ESTATE: Seeks to Hire Real Estate Brokers
LA DHILLON INVESTMENTS: Hires Gold Weems as Counsel
LAPEER INDUSTRIES: Hires Amherst Partners as Financial Advisor
LUCKY TEETH PEDIATRIC: Granted Cash Collateral Use on Final Basis
MALLINCKRODT PLC: Case Summary & 50 Largest Unsecured Creditors
MALLINCKRODT PLC: Initiates Chapter 11 Bankruptcy Proceedings
MAX FINE FURNITURE: Granted Cash Collateral Access Thru Oct. 31
MAYFLOWER RETIREMENT: Fitch Rates 2020A $59MM Revenue Bonds 'BB+'
METROPOLITAN COLLEGE: Fitch Maintains BB IDR on Rating Watch Neg.
MGM RESORTS: Fitch Rates New Sr. Unsec. Notes Due 2028 'BB-'
MIKE HONOVICH: Hires B2 Legal Management as Counsel
NICK'S PIZZA: Claims to be Paid from Revenues and Income
NUVEI TECHNOLOGIES: Moody's Raises CFR to Ba3, Outlook Stable
OWENS & MINOR: Fitch Hikes LongTerm IDR to B, Outlook Positive
PENNSYLVANIA ECONOMIC: Fitch Lowers $116MM Parking Bonds to BB-
PH DIP INC: Court Approves and Confirms Plan
PLATINUM GROUP: Plans to Sell $2.5 Million Worth of Common Stock
PNW HEALTHCARE: Unsecureds to Recover 34% to 54% of Claims
PRESSURE BIOSCIENCES: Signs Second Amendment to Binding LOI
PROGISTIC CARRIERS: Court Approves Disclosures and Confirms Plan
RED ROSE: Gets Approval to Hire CA Global as Auctioneer
REGIONAL WEST HEALTH: Fitch Affirms BB+ IDR, Outlook Negative
RUBY'S FRANCHISE: Trustee Selling Restaurant Assets for $1.7M
RUM RUNNERS: Bid Procedures for All Business Assets Approved
RUSSEL METALS: Moody's Alters Outlook on Ba3 CFR to Stable
SLT HOLDCO: Disclosure Statement Hearing Continued to October 21
SLT HOLDCO: May Use Cash Collateral As Plan Hearing Underway
SUGAR FACTORY: $400K Sale of Assets to Miami SF Approved
THOMAS HEALTH: Court OKs Disclosures and Confirms Plan
THOMAS HEALTH: PBGC to Get $74M Allowed Unsecured Claim
TOTAL OILFIELD: Trustee Hires Sonoran Capital as Accountant
TRUE COLOURS: Unsecureds Will be Paid From Debtor's Excess Funds
ULTRA PETROLEUM: Court Enters Plan Confirmation Order
VISTA PROPPANTS: Hires Kroll, Coveware as Consultants
WC 4TH AND COLORADO: Tap Columbia Consulting as Financial Advisor
WEST ALLEY BBQ: Hires Thomas H. Strawn as Counsel
[^] Large Companies with Insolvent Balance Sheet
*********
1/0 TECHNOLOGY CORP: Unsecureds Will Get 5% of Their Claims
-----------------------------------------------------------
1/0 Technology Corp., submitted a Plan and a Disclosure Statement.
During the Chapter 11 case, the Debtor endeavored to resolve the
claims and adversary proceeding of United Jewish Appeal-Federation
of Jewish Philanthropies of New York, Inc. ("UJA"). The parties
reached an agreement in principal at the end of February 2020,
immediately prior to the imposition of COVID-19 restrictions. The
Debtor has other significant creditors consisting of the secure
claims of TD Bank ($70,000) and the general unsecured claims of New
York City Department of Finance ($60,000), Microsoft ($47,000) and
Volworks ($25,000), among others.
The Debtor's business suffered during the COVID-19 restrictions,
most notably because its largest client uses the Debtor to design
and maintain a website for in-person conferences which were all
canceled through early 2021.
The Debtor is working to renegotiate its settlement with UJA to an
amount and payment term that the Debtor is able to meet in light of
the new financial challenges posed by COVID-19.
After confirmation of the Plan and the occurrence of the Effective
Date, the reorganized Debtor will continue operating under existing
management. Payments under the Plan will be funded by profits from
continued operations of the reorganized Debtor.
Under the Plan, CLASS 2 Unsecured Claims are impaired. Class 2
consists of the holders of Allowed Unsecured Claims, which total
approximately $300,000. Each holder of an Allowed Class 2
Unsecured Claim shall receive 5 percent its allowed claim payable
in 20 equal quarterly installments without interest, starting on
the Effective Date.
A full-text copy of the Disclosure Statement dated August 24, 2020,
is available at https://tinyurl.com/y4ns9385 from PacerMonitor.com
at no charge.
Proposed counsel for the Debtors:
Dawn Kirby, Esq.
KIRBY AISNER & CURLEY LLP
700 Post Road, Suite 237
Scarsdale, New York 10583
Tel: (914) 401-9500
About 1/0 Technology Corp.
1/0 Technology Corp. filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 19-23909) on Oct. 29, 2019, estimating under $1
million in both assets and liabilities. The Debtor is represented
by Kirby Aisner & Curley, LLP.
402-420 METROPOLITAN: Court Finally Approves and Confirms Plan
--------------------------------------------------------------
Judge Carla E. Craig has ordered that the Disclosure Statement of
402-420 Metropolitan Ave LLC dated July 3, 2020 be and it is
finally approved pursuant to Section 1125 of the Bankruptcy Code as
containing adequate information. The judge also ordered that the
Plan and all related documents and instruments are confirmed
pursuant to section 1129(a) of the Bankruptcy Code.
The Plan is being implemented and effectuated through the
acquisition of the respective Acquired Properties by each of the
respective Reorganized Debtors, pursuant to the following asset
purchase agreements, as assumed and assigned (i) the purchase and
sale agreement dated as of August 22, 2019 relating to the 402-420
Property, as amended by the Settlement (the "402-420 Fee
Contract"); (ii) the Contract of Sale dated August 3, 2020 relating
to the 382 Property (the "382 Fee Contract"); and (iii) the
Contract of Sale dated August 3, 2020 relating to air rights (the
"Air Rights Contract") (collectively, the "Agreements").
The Debtor and Reorganized Debtors are authorized to enter into the
respective mortgage loans with Bank of Princeton, the Construction
Lender, and Broadview at or after the closing and Effective Date of
the Plan, and each lender shall be deemed to be a good faith lender
within the meaning of Section 364(e) of the Bankruptcy Code.
Goldberg Weprin Finkel Goldstein LLP as Disbursing Agent is
authorized to make distributions to allowed claims of creditors at
or within ten (10) days of closing as follows:
AkRF 6,692
David J Feit 200,000
Greenberg Traurig, LLP 1,112
JM Zoning 19,000
KBA 347,773
Landstone Capital 168,000
Madison Title 110,000
New York Engineers 72,160
Nooklyn.com 0
Pillori Associates P.A. 20,280
Rosenberg & Estis, P.C. 5,175
Rothkrug-Rothkrug 22,000
Roux Environmental 11,579
Swive Interiors 0
Triplet Acquisitions 550,000
WSP USA 41,059
-------------
$1,574,830
About 402-420 Metropolitan
402-420 Metropolitan Ave LLC is engaged in activities related to
real estate. 402-420 Metropolitan filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 20-41810) on April 1, 2020. At the time
of filing, the Debtor had $28,906,850 in total assets and
$29,110,233 in total liabilities. Kevin J. Nash, Esq., of GOLDBERG
WEPRIN FINKEL GOLDSTEIN LLP, is the Debtor's counsel.
A MERRYLAND OPERATING: Unsecureds Will Get 5% of Their Claims
-------------------------------------------------------------
A Merryland Operating LLC submitted a Plan and a Disclosure
Statement.
After confirmation of the Plan and the occurrence of the Effective
Date, the reorganized Debtor will continue operating under existing
management. Payments under the Plan will be funded from profits
from continued operations of the reorganized Debtor. Distributions
to holders of Allowed Claims will occur quarterly over a five-year
period beginning on the Effective Date, except (i) the SBA which
will be paid in accordance with its loan documents through August
15, 2039; and (ii) Professional fees and expenses, which will be
paid over twelve months beginning on the Effective Date or as
otherwise agreed between the Professionals and the Debtor.
Currently there are estimated (i) Allowed Administrative Claims
(including Professional fees and expenses) in the approximate
amount of $90,000; (ii) Secured Claims in the approximate amount of
$95,000; (iii) Priority Claims in the approximate amount of
$248,000; and (v) Unsecured Claims in the approximate amount of
$275,000.
CLASS 3 Unsecured Claims are impaired. Class 3 consists of the
holders of Allowed Unsecured Claims, which total approximately
$275,000. Each holder of an Allowed Class 3 Unsecured Claim shall
receive 5 percent of the allowed claim payable in 20 equal
quarterly installments without interest, starting on the Effective
Date.
A full-text copy of the Disclosure Statement dated August 24, 2020,
is available at https://tinyurl.com/y3zyy66d from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
KIRBY AISNER & CURLEY LLP
700 Post Road, Ste. 237
Scarsdale, New York 10583
Tel: (914) 401-9500
Dawn Kirby, Esq.
About A Merryland Operating
A Merryland Operating LLC is a walk-in primary care medical clinic
located in underserved community of Coney Island.
A Merryland Operating filed a voluntary Chapter 11 petition (Bankr.
E.D.N.Y. Case No. 19-46475) on Oct. 28, 2019, estimating under $1
million in assets and liabilities. Judge Nancy Hershey Lord
oversees the case. Debtor has tapped Dawn Kirby, Esq., at Kirby
Aisner & Curley LLP, as its legal counsel and Broder-Mansoor, Inc.
as its accountant.
Eric Huebscher has been appointed as patient care ombudsman and is
represented by Farrell Fritz, P.C.
AAC HOLDINGS: Committee Says Releases Make Plan Unconfirmable
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of AAC Holdings, Inc.
and its affiliated debtors submitted an objection to the Motion of
Debtors for an order (i) approving adequacy of Disclosure
Statement, (ii) approving solicitation and notice procedures for
confirmation of Debtors' Plan of Reorganization, (iii) approving
ballot and notice forms in connection therewith, (iv) scheduling
certain dates with respect thereto.
The Committee complains that the Plan does not provide adequate
information regarding the released claims.
The Committee points out that the Debtors provide no meaningful
disclosure of the potential value that creditors are being asked to
release.
The Committee asserts that the Disclosure Statement utterly fails
to provide creditors entitled to vote on the Plan with information
necessary to understand or value the potential Causes of Action the
Debtors are seeking to release.
According to the Committee, the Plan's release provisions render it
patently unconfirmable.
The Committee complains that the Disclosure Statement speaks in
merely conclusory terms that are plainly insufficient to warrant
the extraordinary relief of granting releases to non-Debtor
directors and officers and other third parties against whom
significant allegations of wrongdoing have been made.
The Committee points out that the Debtors have simply made no
showing that the Third-Party Releases are appropriate.
The Committee asserts that the proposed Plan is clear that any
party that does not affirmatively opt out will be deemed to have
granted, and be bound by, the Third Party Releases.
Proposed Counsel to the Official Committee of Unsecured Creditors:
Justin R. Alberto
Andrew John Roth-Moore
Cole Schotz P.C.
500 Delaware Avenue
Suite 1410
Wilmington, DE 19801
E-mail: jalberto@coleschotz.com
aroth-moore@coleschotz.com
- and -
Seth Van Aalten
Anthony De Leo
1325 Avenue of the Americas
19th Floor
New York, NY 10019
E-mail: svanalten@coleschotz.com
adeleo@coleschotz.com
- and -
Michael Trentin
25 Main Street
Hackensack, NJ 07601
E-mail: mtrentin@coleschotz.com
About AAC Holdings
AAC Holdings, Inc. and its affiliates provide inpatient and
outpatient substance use treatment services for individuals with
drug addiction, alcohol addiction and co-occurring mental or
behavioral health issues. They also provide clinical diagnostic
laboratory services and provide physician services to clients.
AAC Holdings and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-11648) on
June 20, 2020. Debtors disclosed that they had $449.35 million in
assets and $517.40 million in liabilities as of Feb. 29, 2020.
Judge John T. Dorsey oversees the cases.
The Debtors tapped Greenberg Traurig, LLP as their bankruptcy
counsel, Chipman Brown Cicero & Cole, LLP as conflicts counsel, and
Cantor Fitzgerald as investment banker. Donlin, Recano & Company,
Inc. is Debtors' notice, claims and balloting agent and
administrative advisor.
The U.S. Trustee for Regions 3 and 9 appointed a committee of
unsecured creditors. The committee is represented by Cole Schotz
P.C.
AAC HOLDINGS: SEC Has Issues With Plan Releases
-----------------------------------------------
The U.S. Securities and Exchange Commission (the "SEC") objects to
motion of the AAC Holdings, Inc., et al. for entry of an order (i)
approving adequacy of Disclosure Statement, (ii) approving
solicitation and notice procedures for confirmation of Debtors'
Plan of Reorganization, (iii) approving ballot and notice forms in
connection therewith, (iv) scheduling certain dates with respect
thereto
The SEC points out that a "consensual" release of claims against
non-debtors should require an affirmative assent to be bound. The
SEC also complains that the proposed notice to shareholders is
inadequate and does not provide sufficient time to respond.
According to the SEC, the plan contains provisions which render it
unconfirmable. The SEC asserts that the Plan cannot release claims
by the SEC against non-debtors. The SEC points out that the
discharge provision violates two subsections of Section 1141(d).
The SEC complains that the Plan cannot terminate AACH's exchange
act reporting obligations.
About AAC Holdings
AAC Holdings, Inc. and its affiliates provide inpatient and
outpatient substance use treatment services for individuals with
drug addiction, alcohol addiction and co-occurring mental or
behavioral health issues. They also provide clinical diagnostic
laboratory services and provide physician services to clients.
AAC Holdings and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-11648) on
June 20, 2020. Debtors disclosed that they had $449.35 million in
assets and $517.40 million in liabilities as of Feb. 29, 2020.
Judge John T. Dorsey oversees the cases.
The Debtors tapped Greenberg Traurig, LLP as their bankruptcy
counsel, Chipman Brown Cicero & Cole, LLP as conflicts counsel, and
Cantor Fitzgerald as investment banker. Donlin, Recano & Company,
Inc. is Debtors' notice, claims and balloting agent and
administrative advisor.
The U.S. Trustee for Regions 3 and 9 appointed a committee of
unsecured creditors. The committee is represented by Cole Schotz
P.C.
AAC HOLDINGS: US Trustee Objects to Disclosures and Plan
--------------------------------------------------------
Andrew R. Vara, the United States Trustee for Regions 3 and 9,
submitted an objection to the motion of AAC HOLDINGS, INC., et al.
for entry of an order (i) approving adequacy of Disclosure
Statement, (ii) approving solicitation and notice procedures for
confirmation of debtors’ Plan of Reorganization, (iii) approving
ballot and notice forms in connection therewith, (iv) scheduling
certain dates with respect thereto.
U.S. Trustee complains that the proposed opt-out procedure is
impermissible under applicable law.
According to the U.S. Trustee, the proposed procedure will not
result in consensual releases.
The U.S. Trustee points out that requiring affirmative consent for
the public shareholders in these cases is especially important
because the shareholders are not receiving any distribution under
the Plan, and therefore no consideration for any releases.
The U.S. Trustee asserts that the process proposed by the Debtors
to get opt-out forms to the public shareholders provides the
Debtors with little control over the process.
The U.S. Trustee complains that the Debtors' Plan does not meet the
requirements for non-consensual releases.
According to the U.S. Trustee, the Debtors have the burden of
establishing whether the Continental/Genesis factors have been met
for each of the non-debtor released parties who are the
beneficiaries of the non-consensual third-party release, including
whether the third-party releases are "both necessary and given in
exchange for fair consideration."
The U.S. Trustee points out that the Debtors should not be allowed
the unfettered discretion to force public shareholders and the
general unsecured creditors to release non-debtors from liability,
because a permanent injunction limiting the liability of non-debtor
parties is a rarity that should not be considered absent a showing
of "extraordinary circumstances."
The U.S. Trustee asserts that the Disclosure Statement does not
contain adequate information as required by Section 1125 of the
Bankruptcy Code.
The U.S. Trustee complains that a disclosure statement must include
sufficient information to apprise creditors of the risks and
financial consequences of the proposed plan.
According to U.S. Trustee, a disclosure statement must inform the
average creditor what it is going to get and when, and what
contingencies there are that might intervene.
The U.S. Trustee points out that the Disclosure Statement fails to
provide "adequate information" sufficient to meet the requirements
of Section 1125 of the Bankruptcy Code.
U.S. Trustee asserts that the procedures for claims objections do
not provide sufficient notice.
The U.S. Trustee complains that the Solicitation Procedures do not
make it clear whether a claimant who submits a ballot indicating
its intention to opt-out of the third party release, but whose
claim is subsequently objected to in full, will have their ballot
counted for purposes of determining whether they consent to give
third party releases.
About AAC Holdings
AAC Holdings, Inc. and its affiliates provide inpatient and
outpatient substance use treatment services for individuals with
drug addiction, alcohol addiction and co-occurring mental or
behavioral health issues. They also provide clinical diagnostic
laboratory services and provide physician services to clients.
AAC Holdings and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-11648) on
June 20, 2020. Debtors disclosed that they had $449.35 million in
assets and $517.40 million in liabilities as of Feb. 29, 2020.
Judge John T. Dorsey oversees the cases.
The Debtors tapped Greenberg Traurig, LLP as their bankruptcy
counsel, Chipman Brown Cicero & Cole, LLP as conflicts counsel, and
Cantor Fitzgerald as investment banker. Donlin, Recano & Company,
Inc. is Debtors' notice, claims and balloting agent and
administrative advisor.
The U.S. Trustee for Regions 3 and 9 appointed a committee of
unsecured creditors. The committee is represented by Cole Schotz
P.C.
AGUPLUS LLC: Hires Goodsill Anderson as Special Counsel
-------------------------------------------------------
AguPlus, LLC, and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the District of Hawaii to employ Goodsill
Anderson Quinn & Stifel, as special counsel to the Debtors.
Aguplus, LLC requires Goodsill Anderson to pursue the claims of the
estate in the case styled as AguPlus, LLC, Agu-V, Inc. fka Iyo
Seimen USA, Inc., and Hannah Ribiyou Kabushikigaisha v. Finance
Factors, Limited, Adv. No. 20-90013, Bankr. D. Hawaii.
Goodsill Anderson 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.
Johnathan C. Bolton, partner of Goodsill Anderson Quinn & Stifel,
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.
Goodsill Anderson can be reached at:
Johnathan C. Bolton, Esq.
GOODSILL ANDERSON QUINN & STIFEL
999 Bishop Street, Suite 1600
Honolulu, HI 96813
Tel: (808) 547-5600
About AguPlus LLC
AguPlus, LLC, a Hawaii-based company that operates ramen
restaurants, and its affiliate Agu-V, Inc. filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Hawaii Lead Case No. 19-01529) on Nov. 29, 2019.
In the petitions signed by Rika Takahashi, manager, AguPlus was
estimated to have $500,000 to $1 million in assets and $10 million
to $50 million in liabilities while Agu-V was estimated to have
$500,000 to $1 million in assets and $500,000 to $1 million in
liabilities. Judge Robert J. Faris oversees the case. O'Connor
Playdon Guben & Inouye LLP serves as Debtor's legal counsel.
Goodsill Anderson Quinn & Stifel, as special counsel.
ALASKA UROLOGICAL: May Use Northrim Cash Collateral Thru Oct. 23
----------------------------------------------------------------
Judge Gary Spraker of the U.S. Bankruptcy Court for the District of
Alaska has authorized Alaska Urological Institute P.C. to, among
other things, use cash collateral in which Northrim Bank and
Northrim Funding, a division of Northrim Bank, asserts an interest,
on an interim basis through October 23, 2020 as well as use the
proceeds from the PPP loan.
The Debtor sought authority to enter into the PPP loan from First
Home Bank. That request was granted, but use of the PPP funds was
subject to the condition that use of the borrowed funds was subject
to entry of a separate order of the Court.
At a hearing held on September 22, the Debtor advised the Court
that as a result of the Debtor winding down its operations and
vacating its Anchorage, Alaska leased premises, the generation of
accounts receivable for new services will cease prior to September
30.
The Debtor may, from the time of commencement of the case until
Termination of the Order, utilize its Cash Collateral and the PPP
funds, for the expenses set forth in the budget. After September 23
and until Termination of the Order, the Debtor will first utilize
the PPP funds to pay its expenses under the budget and not use Cash
Collateral without either the consent of Northrim Funding, or a
court order.
Any party may, upon reasonable notice to the others, move for on
shortened time an order expressly terminating or modifying the
order. Nothing will limit any right of Northrim Funding, Northrim,
any Pre-Petition Cash Collateral Claimants (PPCCCs), Ruby
Investments, Inc. or any other party, to elect to seek further
adequate protection under Bankruptcy Code section 361 or section
363, to seek relief from the automatic stay under Bankruptcy Code
section 362, or to seek any other relief from the Court at a future
time.
A final hearing on the Debtor's motion will be heard on October 23
at 2:30 p.m.
The Court previously approved the emergency motion filed by Alaska
Urological Institute P.C. to use cash collateral for the expenses
set forth in the budget through September 22.
The Court held that the priming lien securing the Debtor's DIP Loan
from Dr. Robert Allen and Dr. William Clark are reaffirmed. The
priming lien securing the DIP Loan and the replacement liens in
favor of the Pre-Petition Cash Collateral Claimants continue in
effect.
Michael J. Parise, Esq., serves as counsel to Northrim Bank and
Northrim Funding, a division of Northrim Bank.
A copy of the Court's order is available at https://bit.ly/33PMzLp
from PacerMonitor.com.
About Alaska Urological Institute PC
Alaska Urological Institute, P.C., is a medical group specializing
in urology, radiation oncology, registered dietitian or nutrition
professional, nurse practitioner, family medicine, medical
oncology, physician assistant, hematology/oncology, anesthesiology,
plastic and reconstructive surgery and more.
Alaska Urological Institute, P.C., based in Anchorage, AK, filed a
Chapter 11 petition (Bankr. D. Alaska Case No. 20-00086) on March
25, 2020. Cabot Christianson, Esq., at the Law Office of Cabot
Christianson, P.C., serves as bankruptcy counsel.
In its petition, the Debtor estimated $10 million to $50 million in
assets and $1 million to $10 million in liabilities. The petition
was signed by William R. Clark, president, shareholder.
AMERICAN MILLENNIUM: A.M. Best Cuts Finc'l. Strength Rating to C++
------------------------------------------------------------------
AM Best has downgraded the Financial Strength Rating (FSR) to C++
(Marginal) from B+ (Good) and the Long-Term Issuer Credit Rating
(Long-Term ICR) to "b+" from "bbb-" of American Millennium
Insurance Company (AMIC) (Bridgewater, NJ), a wholly-owned
subsidiary of Citadel Reinsurance Company Limited (Citadel Re)
(Hamilton, Bermuda). Additionally, AM Best has placed these Credit
Ratings (ratings) under review with negative implications.
Concurrently, AM Best has placed under review with negative
implications the FSR of B++ (Good) and the Long-Term ICR of "bbb+"
of Citadel Re.
The ratings of AMIC reflect its balance sheet strength, which AM
Best categorizes as very weak, as well as its marginal operating
performance, limited business profile and marginal enterprise risk
management.
These rating actions follow AMIC's second-quarter 2020 results,
which resulted in year-to-date underwriting and operating losses
that were well outside of management's expectations. These
extraordinary losses stem from higher-than-expected loss costs and
adverse loss reserve development related to two commercial auto
programs - both discontinued and placed into run-off in 2018. While
reinsurance will play a key role in absorbing the majority of these
losses, the scope and magnitude of the development was such that
the net loss for the quarter depleted surplus by more than 30%,
resulting in lower-than-expected risk-adjusted capital, including
those prescribed under statutory risk-based capital (RBC)
guidelines. As a result, AM Best has revised its assessment of
AMIC's capitalization and overall balance sheet strength to very
weak from weak.
While the surplus size of AMIC is small relative to that of Citadel
Re, the scale of AMIC's surplus loss also has negatively impacted
the consolidated balance sheet strength of its parent, Citadel Re;
however, its balance sheet assessment remains as strong. The
potential for further adverse reserve development also is embedded
in the balance sheet strength assessment of Citadel Re and AMIC.
Additionally, AM Best has revised downward AMIC's enterprise risk
management assessment to marginal, given the magnitude of the loss
development, potential weaknesses in AMIC's internal audit
functions, management's failure to acknowledge and recognize the
problems in a more timely fashion, and a risk appetite that proved
to be well outside of AMIC's modest capital base.
AMIC's ratings also contemplate a substantial amount of implied
support from its parent, Citadel Re. Citadel Re's management is in
the process of developing initiatives to recapitalize AMIC's
balance sheet and plans to reorganize its legacy run-off operations
in a more effective manner. While the internal reorganization could
take time, it is expected that AMIC's statutory surplus will be
largely replenished by Citadel Re during the remainder of the year
through additional capital support and retroactive reinsurance.
The under review with negative implications status reflects AM
Best's ongoing concerns regarding AMIC's current capital position,
management's ability to stem future loss reserve development, and
any shortcomings in Citadel Re's anticipated recapitalization of
AMIC from a RBC and Best's Capital Adequacy Ratio (BCAR)
perspective.
The ratings will remain under review pending further discussions
between AM Best and Citadel Re's management regarding its plans to
refine AMIC's business strategy and its more immediate plans to
recapitalize AMIC's balance sheet to a level more commensurate with
year-end 2019 and to the minimum required regulatory level
prescribed by RBC guidelines. Management expects this to be
implemented, resolved, and executed within the next 60 days. The
negative implications suggest that if these initiatives do not
materialize, or if the timing of these initiatives is protracted
and/or further adverse reserve development emerges, AMIC's ratings
could be lowered further.
APOLLO ENDOSURGERY: Stockholders Approve Common Shares Issuance
---------------------------------------------------------------
Apollo Endosurgery, Inc., held a special meeting of stockholders on
Oct. 7, 2020, at which the stockholders approved, for purposes of
complying with Nasdaq Listing Rule 5635(d), the issuance of shares
of common stock upon the exercise of certain warrants.
As of Aug. 18, 2020, the record date for the Special Meeting, there
were a total of 23,676,387 shares of common stock outstanding and
entitled to vote. At the Special Meeting, 12,488,112 shares of the
Company's common stock, or approximately 52.8% of the voting power
of shares outstanding as of the record date, were represented in
person or by proxy, constituting a quorum.
About Apollo Endosurgery
Apollo Endosurgery, Inc. -- http://www.apolloendo.com/-- is a
medical technology company focused on less invasive therapies to
treat various gastrointestinal conditions, ranging from
gastrointestinal complications to the treatment of obesity.
Apollo's device-based therapies are an alternative to invasive
surgical procedures, thus lowering complication rates and reducing
total healthcare costs. Apollo's products are offered in over 75
countries and include the OverStitch Endoscopic Suturing System,
the OverStitch Sx Endoscopic Suturing System, and the ORBERA
Intragastric Balloon.
Apollo Endosurgery incurred a net loss of $27.43 million in 2019
compared to a net loss of $45.78 million in 2018. As of June 30,
2020, the Company had $60.09 million in total assets, $70.67
million in total liabilities, and a total stockholders' deficit of
$10.58 million.
KPMG LLP, in Austin, Texas, the Company's auditor since 2014,
issued a "going concern" qualification in its report dated March
26, 2020 citing that the Company has suffered recurring losses from
operations, cash flow deficits and debt covenant violations and has
an accumulated deficit that raise substantial doubt about its
ability to continue as a going concern.
ARANDELL HOLDINGS: Gets Final Court Approval of $12M DIP Financing
------------------------------------------------------------------
Bankruptcy Law360 reports that bankrupt, sale-bound catalog printer
Arandell Corp. has secured final approval for a $12 million Chapter
11 bankruptcy loan package, while separately winning a court ruling
that rejected an unsecured creditor committee bid for a boost in
its share of the case budget. U.S. Bankruptcy Judge John T. Dorsey
denied the committee's request to hike its proposed set-aside from
$350,000 to $600,000 after giving the nod to the
debtor-in-possession loan agreements.
The DIP financing included a $7.5 million revolving loan agreement
and $4.5 million term loan commitment funded by prepetition lenders
and administered by CIBC Bank USA, formerly known as The
PrivateBank and Trust Company, as administrative and collateral
agent.
Judge Dorsey also authorized Arandell to use cash collateral and
provide adequate protection and provide security and other relief
to CIBC, as well as obtain postpetition DIP factoring from LSQ
Funding Group, L.C. The maximum discretionary factoring facility
under the DIP Factoring Agreement -- measured by the unpaid face
amount of all Accounts purchased by the Factor under the DIP
Factoring Agreement minus the balance of the Reserve Account -- is
$24 million.
The Revolving Credit Loans will bear interest at a per annum rate
equal to the Base Rate (as defined in the Postpetition Loan
Agreement) plus 3.75% (exclusive of any default rate interest that
may be imposed under the Postpetition Loan Agreement). The Term
Loans will bear interest at a per annum rate equal to the Base Rate
(as defined in the Postpetition Loan Agreement) plus 4.25%
(exclusive of any default rate interest that may be imposed under
the Postpetition Loan Agreement).
The DIP loans are granted superpriority administrative expense
status under 11 U.S.C. Sec. 364(c)(1), with priority over any or
all administrative expenses of the kind specified in 503(b) or
507(b).
The obligations under the postpetition factoring agreement are
junior and subordinate to CIBC's loans.
The DIP Order provides a carveout for payment of professional and
U.S. Trustee fees.
The Lenders are authorized to make a credit bid in connection with
the Debtors' asset sale.
The Final DIP Order also authorized the Debtors to make
postpetition payments to CAT LOG (WI) LLC, the landlord under a
lease agreement for premises in Wisconsin. The Debtors was
required to pay $200,000 to the Landlord by October 12 and make
weekly payments of $25,000 commencing on October 19, and continuing
on the Monday of each week thereafter until the earlier of (x) the
Termination Date or (y) the entry of any order approving either the
rejection of the Wisconsin Lease or the assumption and the
assignment of the Wisconsin Lease. If neither of the events have
occurred on or before December 4, 2020, any Weekly Landlord
Payments that may arise after December 4, 2020 will be paid by the
Debtors directly from the Adequate Protection Reserve to the extent
of funds then on deposit therein.
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, Wisconsin, 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
the Debtors' special corporate counsel; Harney Partners is the
financial advisor; Promontory Point Capital is the investment
banker; and BMC Group, Inc., is the claims and noticing agent.
Lowenstein Sandler LLP, serves as counsel for the Committee,
Bayard, P.A., serves as its local counsel, and PwC, its financial
advisor.
ARR INVESTMENTS: May Use Cash Collateral on Final Basis
-------------------------------------------------------
Judge Lori V. Vaughan of the U.S. Bankruptcy Court for the Middle
District of Florida, Orlando Division, has authorized ARR
Investments, Inc. to use cash collateral on a final basis and to
provide adequate protection to Bautista REO U.S., LLC, Centennial
Bank, and Corporation Service Company.
The Debtor is authorized to use cash collateral to pay amounts
expressly authorized by the Court, including payments to the U.S
Trustee for quarterly fees, the current and necessary expenses set
forth in the budget, plus an amount not to exceed 10% for each line
item, and additional amounts as may be expressly approving in
writing by Bautista.
Judge Vaughan held that Bautista will receive a replacement lien
against cash collateral to the same extent and with the same
validity and priority as its respective prepetition liens, without
the need to file or execute any document as may otherwise be
required under applicable non-bankruptcy law.
Centennial will receive a replacement lien against cash collateral
to the same extent and with the same validity and priority as its
respective prepetition liens, without the need to file or execute
any document as may otherwise be required under applicable
non-bankruptcy law. The $7,500 rent payment reflected on the budget
will be placed in a separate DIP account and any and all expenses
related to the property upon which Centennial has a lien will be
paid from this account.
CSC will receive a replacement lien against cash collateral to the
same extent and with the same validity and priority as its
respective prepetition liens (if any), without the need to file or
execute any document as may otherwise be required under applicable
non-bankruptcy law.
A copy of the order is available at https://bit.ly/2SKTbV1 from
PacerMonitor.com.
About ARR Investments, Inc.
ARR Investments, Inc., and its subsidiaries --
http://www.arr-learningcenters.com/-- offer learning centers for
infants, toddlers, preschoolers and Voluntary Pre-Kindergarten in
Orlando, Florida. The Learning Centers provide computer labs;
dance, yoga, music classes; aerobics; foreign language instruction;
before/after school transportation; certified lifeguard and safety
instructor for swim lessons and play; and mini-camp breaks and
summer camp.
ARR Investments and three of its subsidiaries filed voluntary
petitions seeking relief under Chapter 11 of the Bankruptcy Code
(Bankr. M.D. Fla. Lead Case No. 19-01494) on March 8, 2019. The
petitions were signed by Alejandrino Rodriguez, president. At the
time of filing, the Debtors estimated under $10 million in both
assets and liabilities. Jimmy D. Parrish, Esq., at Baker &
Hostetler LLP, serves as the Debtors' counsel.
ASCENT RESOURCES: Fitch Assigns 'B' IDR, Outlook Stable
-------------------------------------------------------
Fitch Ratings has assigned a Long-Term Issuer Default Rating (IDR)
of 'B' to Ascent Resources Utica Holdings, LLC (Ascent). Fitch has
also assigned a 'BB'/'RR1' rating to Ascent's first lien senior
secured revolver, a 'BB-'/'RR2' rating to its second lien secured
loan and a 'B'/'RR4' rating to its senior unsecured notes. The
Rating Outlook is Stable.
Ascent's rating reflects the successful execution of the debt
exchange, which pushes the next material debt maturity to 2024, the
expectation of strong FCF over the rating horizon with proceeds
being applied to reduce debt, moderate leverage, average production
scale, and a robust hedge book that mitigates downside risk. Fitch
applied more weight to the expectation of material FCF generation
and its use to enhance liquidity and reduce debt than to historical
results when assessing the rating.
These factors are offset by the relatively low liquidity levels
given the company currently utilizes a large portion of its
revolver. Ascent currently has very limited ability to access debt
capital markets making it difficult to enhance liquidity. In
addition, firm transportation costs are relatively high. Although
Fitch believes the company can fulfil these commitments, the result
is netbacks that are slightly lower than the median of its peers.
In addition, the company is exposed to the fluctuations in natural
gas prices and differentials that are inherent in the industry and
could lead to a period of low prices and wide differentials for an
extended period of time.
The Stable Outlook reflects the new capital structure that provides
an extended runway for debt maturities and the stabilization of the
company's production base, which materially reduces capital
spending commitments. A positive rating action could occur if the
company executes on its plan to generate material FCF that is used
to enhance liquidity and reduce debt. A negative rating action
could materialize if Ascent revises its financial policy from debt
reduction to a policy more favorable to its shareholders.
KEY RATING DRIVERS
Debt Exchange Addresses Maturity: Ascent announced the expiration
of its exchange offer on Oct. 8, 2020. Holders of approximately
$856.7 million, or 92.7%, of the 10% senior notes due 2022
exchanged into a combination of new second lien term loans due 2025
and new 9% senior notes due 2027. Fitch views the transaction
positively, as it extends the next material maturity until 2024
while not increasing cash interest expense. In addition, the equity
sponsors are contributing $20 million of equity into the purchase
of the term loan and 2027 notes and will be committed to make a
cash tender offer for $60 million for the new 2027 notes following
the exchange.
Pivoting to FCF Generation: Ascent historically generated FCF
deficits as it spent heavily on capex to reach a production profile
of greater than 2 billion cubic foot equivalent per day (bcfe/d) to
attain sufficient scale in order to reduce fixed costs primarily
from midstream obligations. Future production growth is expected to
be moderated now that the company has reached that level. In
addition, Ascent's capex requirements are expected to decline from
greater drilling efficiencies (drilling and completion costs per
lateral foot have declined from $908 in 1H 2019 to $625 in 2Q20),
efficiency gains and technological improvements on its frac
operations, reduction in drill-outs and facility construction cycle
times, and an approximately 15% reduction in vendor costs. As a
result, Fitch expects Ascent, which has just turned FCF positive in
2020, could generate approximately $150 million of positive annual
FCF over the forecast horizon.
Relatively Tight Liquidity: Ascent currently utilizes 73% of its
$1.85 billion revolver, including borrowing's and letters of
credit. Fitch projects that the company will be able to reduce
utilization on the revolver under Fitch's base price assumptions
and current strip price assumptions. However, under a stress case
scenario, Ascent may need to further increase utilization. The only
maturity before the revolver comes due in 2024 is $66 million due
in March 2021 for the convertible notes. Fitch does not believe
this is a material obligation, and it should be met through a
combination of FCF and revolver borrowings.
Strong Operational Performance: Ascent operates in the Utica Basin
and holds approximately 350,000 net acres. The company estimates
that it has greater than 15 years of inventory that is capable of
maintaining their production goal of greater than 2.0 bcfe/d.
Production has grown rapidly from 755 mmcfe/d in 2017 to 2,087
mmcfe/d in in 2Q20 from a combination of development spending and
acquisitions. Fitch believes that well performance compares
favorably to other Utica operators. The company is currently
operating with three rigs and one frac crew, which allows for
operational efficiencies to reduce drilling costs. Ascent also owns
royalty interests in approximately 78,000 fee mineral interests,
which provides upside through enhanced margins and could be
monetized in the future.
Netbacks in Line: Ascent's netbacks (after production, G&A, and
interest) are in line with the median of its peer group. Firm and
transportation costs are relatively high compared to peers,
although Fitch believes the company can meet these volumetric
commitments at current production levels. The various contracts
expire over time until 2032; therefore, Fitch does not expect
material savings in the near term. However, lease operating
expenses are moving lower and the repayment of debt should reduce
interest expense over time, which should lead to higher netbacks.
Strong Hedging Program: Ascent has entered into multi-year hedge
positions, which include 78% of Fitch's expected natural gas
production hedged through 2021 and 55% in 2022. Fitch believes that
the company's hedging strategy is one of the strongest among its
natural gas peers. More importantly, the hedges reduce risk from
lower natural gas prices, which allows for greater certainty in FCF
projections. Fitch considers the hedging strategy a critical
component of the company's desire to use FCF to reduce leverage
over the forecasted horizon.
DERIVATION SUMMARY
Ascent's debt/EBITDA ratio of 2.5x is at the lower end of its peer
range and similar to Encino Acquisition Corp (EAPH: B+/Negative)
and CNX Resources (CNX: BB/Positive) at 2.5x and 2.6x, respectively
as of June 30, 2020. EQT Corporation (EQT: BB/Positive) is slightly
higher at 2.7x.
Ascent is a mid-size natural gas producer with production of 2,087
mcfe/d, which is slightly lower than Southwestern Energy (SWN:
BB/Negative) at 2,211 mcfe/d and Range Resources (RRC: not rated)
at 2,287 mcfe/d. The company is larger than CNX and Comstock
Resources (CRK: B/Positive) at 1,258 mcfe/d and 1,304 mcfe/d,
respectively.
Unhedged netbacks were challenged during the second quarter of 2020
as most natural gas companies generated negative netbacks. Ascent
reported a negative unhedged netback of $(0.09) per mcfe which was
in the mid-range compared to peers. The company trails CRK, which
has a significant cost advantage resulting in a netback of $0.43,
CNX at $0.29, and EQT at $(0.08). The company's netback is better
than SWN at $(0.33) and Antero Resources (AR: B/Negative) ($0.65).
However, because of Ascent's strong hedge program, its hedged
netback of $0.80 moves to the higher end of its peer range,
trailing CNX at $1.53, which also has a strong hedge book, and CRK
at $0.88.
KEY ASSUMPTIONS
-- Henry Hub natural gas price of $2.10/mcf in 2020, and
$2.45/mcf over the long term.
-- WTI oil price of $38/bbl in 2020, $42 in 2021, $47 in 2022,
and $50 in 2023.
-- Production growing 5% in 2020 and low single digits over the
long term.
-- Capex of $608 million in 2020 and $500 million to $550 million
over the forecast horizon.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Generation of material FCF with proceeds applied to debt
reduction and liquidity enhancement;
-- Mid-cycle debt/EBITDA of below 2.5x and Adjusted FFO Leverage
of below 3.0x;
-- Ability to access unsecured capital markets;
-- Demonstrated commitment to the stated financial policy,
including the hedging program.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Mid-cycle debt/EBITDA above 3.5x and Adjusted FFO Leverage
above 4.0x;
-- Inability to generate FCF over the cycle or a material
allocation of FCF proceeds away from debt reduction;
-- Weakening of unit cost profile or capital returns.
LIQUIDITY AND DEBT STRUCTURE
Ascent had cash on hand of $9 million as of June 30, 2020 and $497
million of availability under its revolver for total liquidity of
$506 million. The revolver matures on April 1, 2024. The facility
has two financial maintenance covenants: a debt/EBITDA covenant in
which the ratio cannot be more than 4x and a current ratio covenant
in which the ratio cannot be less than 1.00 to 1.00. The company is
in compliance with both covenants.
The next debt maturity is the remaining $68 million of 10% senior
notes due April 1, 2022 with the following maturity in April 2024
when the revolver comes due. The company will also have successive
maturities from 2025 to 2027 with the second lien notes and
remaining senior notes.
Given the company's reduced capital spending plans and the
company's robust hedging program, Fitch expects Ascent to generate
substantial FCF over the rating horizon. Management has stated that
its plan is to apply FCF to debt reduction. Fitch believes that the
reduction in revolver borrowings over this period would greatly
enhance liquidity and allow the company to address the note
maturities that come due beginning in 2025.
KEY RECOVERY RATING ASSUMPTIONS
The recovery analysis assumes that Ascent Resources Utica Holdings
LLC would be reorganized as a going-concern in bankruptcy rather
than liquidated.
Fitch has assumed a 10% administrative claim.
Going-Concern (GC) Approach
Ascent's GC EBITDA assumption reflects Fitch's projections under a
stressed case price deck, which assumes Henry Hub natural gas
prices of $1.90 in 2020, $1.65 in 2021, $2.00 in 2021, and $2.25 in
2022.
The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which Fitch bases the
enterprise valuation (EV). The GC EBITDA assumption uses 2023
EBITDA, which reflects the decline from current pricing levels to
stressed levels and then a partial recovery coming out of a
troughed pricing environment.
An EV multiple of 4x EBITDA is applied to the GC EBITDA to
calculate a post-reorganization enterprise value. The choice of
this multiple considered the following factors:
The historical bankruptcy case study exits multiples for peer
companies ranged from 2.8x-7.0x, with an average of 5.2x and a
median of 5.4x;
There has only been a handful of M&A transactions in the
Appalachian Basin during the past 12 months, and these transactions
were small in scale. In August 2020, Southwestern Energy acquired
Montage Resources for $927 million, which implied a 3.4x multiple
on LTM EBITDA. Production per flowing barrel was $9,573, well below
the historical average of approximately $12,000 proved reserves per
barrel was $2 in the Appalachian Basin. Although the Utica basin
wells generally perform strongly, recent recoveries of exploration
and production (E&P) companies have been weak given the lack of
demand for oil and natural gas assets and the inability to raise
capital;
Fitch uses a multiple of 4x, to estimate a value for Ascent given
the recent recoveries in the sector offset by the more attractive
assets relative to Montage.
Liquidation Approach
The liquidation estimate reflects Fitch's view of the value of
balance sheet assets that can be realized in sale or liquidation
processes conducted during a bankruptcy or insolvency proceeding
and distributed to creditors.
Fitch considers valuations such as SEC PV-10 and M&A transactions
for each basin including multiples for production per flowing
barrel, proved reserves valuation, value per acre, and value per
drilling location.
The revolver is assumed to be 90% drawn upon default with the
expectation that commitments would be reduced during a
redetermination. The revolver is senior to the senior secured
second lien term loans and the senior unsecured bonds in the
waterfall.
The allocation of value in the liability waterfall results in
recovery corresponding to 'RR1' recovery for the first lien
revolver, a 'RR2' recovery for the second lien term loan to reflect
explicit subordination to the revolver, and a recovery
corresponding to 'RR4' for the senior unsecured guaranteed notes.
ASTRIA HEALTH: Oct. 21 Hearing on $20M Sale of ARMC & MOB to Yakima
-------------------------------------------------------------------
Judge Whitman L. Holt of the U.S. Bankruptcy Court for the Eastern
District of Washington will convene a telephonic hearing on Oct.
21, 2020 at 11:00 a.m. to consider the proposed private sale by
Yakima HMA Home Health, LLC and SHC Medical Center - Yakima,
affiliates of Astria Health, of the real property located in the
City of Yakima, County of Yakima, Washington, commonly known as the
(i) Astria Medical Office Plaza and associated offsite parking
located at each of 1005 W Walnut St., 111 S. 11th Ave., 8-16 S.
10th Ave. and 7-15 S. 11th Ave. ("MOB"); and (ii) Astria Regional
Medical Center and associated offsite parking located at each of
12-14 S 9th Ave., 110 S 9th Ave., 8-16 S 10th Ave. and 905 W
Chestnut ("ARMC"), to Yakima MOBIC, LLC for $20 million, cash,
pursuant to their Commercial Property Purchase and Sale Agreement.
ARMC is a 214-bed hospital in Yakima, Washington.
The Debtors proposed to sell the Properties free and clear of any
and all liens, claims, interests and other encumbrances.
The telephonic conference call-in number is (877) 402-9757; Access
Code: 7036041.
The Objection Deadline is Oct. 15, 2020 at 5:00 p.m. (PT) and
Objection Reply Deadline is Oct. 19, 2020 at 5:00 p.m. (PT).
By no later than the close of business on Oct. 9, 2020, the Debtors
will serve a copy of the Order and a copy of the Sale Motion on any
party who expressed an interest in purchasing any assets that are
the subject of the Sale Motion.
A copy of the Agreement is available at
https://tinyurl.com/y6c9okbm from PacerMonitor.com free of charge.
About Astria Health
Astria Health and its subsidiaries -- https://www.astria.health --
are a nonprofit health care system providing medical services to
patients who generally reside in Yakima County and Benton County,
Wash., through the operation of Sunnyside, Yakima, and Toppenish
hospitals, as well as several health clinics, home health services,
and other healthcare services. Collectively, they have 315 licensed
beds, three active emergency rooms, and a host of medical
specialties. The Debtors have 1,547 regular employees.
Astria Health and 12 of its subsidiaries filed for bankruptcy
protection (Bankr. E.D.Wash, Lead Case No. 19-01189) on May 6,
2019. In the petitions signed by John Gallagher, president and
CEO, the Debtors estimated assets and liabilities of $100 million
to $500 million.
The Hon. Frank L. Kurtz oversees the cases.
Bush Kornfeld LLP and Dentons US LLP serve as the Debtors' counsel.
Kurtzman Carson Consultants, LLC is the claims and noticing
agent.
Gregory Garvin, acting U.S. trustee for Region 18, on May 24, 2019,
appointed seven creditors to serve on an official committee of
unsecured creditors. The Committee retained Sills Cummis & Gross
P.C. as its legal counsel; Polsinelli PC, as co-counsel; and
Berkeley Research Group, LLC as financial advisor.
BLANK LABEL: Unsecureds Will Get 15% Dividend in Plan
-----------------------------------------------------
Blank Label Group, Inc., submitted a Combined Plan of
Reorganization and Disclosure Statement.
The Plan also provides for payments to be made to unsecured
creditors over the course of five years, resulting in an estimated
total dividend to unsecured creditors of 15%.
Class One consists of the Allowed Secured Claim held by West Town
Bank that is secured by a Lien against any Assets. This class is
impaired. West Town Bank shall be paid the principal amount of
$150,000 (the value of the Assets on which West Town Bank has a
Lien), paid as follows: (1) a payment of $15,000 on the Effective
Date and (2) the balance of $135,000 paid in equal monthly payments
beginning 30 days after the Effective Date, amortized over five
years at an interest rate of 5.75% per year.
Class Two consists of the Allowed Secured Claim held by Diamond
that is secured by a Lien against any Assets. This class is
impaired. In full and final satisfaction of the Class Two claim,
Diamond shall be paid $15,000 on the Effective Date.
Class Three consists of the Claim held by First Republic. The First
Republic Claim shall be treated as follows: (1) in the event that
the Claim is forgiven in full, the First Republic Claim shall be
disallowed and there shall be no payments made on account of the
First Republic Claim under the Plan; (2) in the event that the
Claim is not forgiven, or is forgiven only in part, the Debtor and
First Republic shall seek a consensual resolution regarding the
appropriate treatment of any remaining balance on the First
Republic Claim.
Class Four consists of all Holders of Allowed Unsecured Claims.
This class is impaired. The Debtor shall make the following
payments on a Pro Rata basis to the Holders of Allowed Unsecured
Claims in Class Four: (1) a payment of $30,000 on the Effective
Date, and (2) the periodic payments provided in the payment
schedule. The Class Four Claims shall not be paid interest. No
payments shall be made to the Holders of the Class Four Claims
after the completion of such payments.
Class Five. Class Five consists of all Equity Interests of the
Debtor. The Claims of Fan Bi, Sandy Wong, Danny Wong, Wen Luo and
Sean Zhao, shall be treated as Equity Interests and shall not be
treated as Allowed Unsecured Claims. The Holders of interests in
Class Five shall retain their Equity Interests in the Debtor. There
shall be no distributions with respect to such interests until the
Debtor has satisfied its obligations to Classes One through Four.
The Plan will be funded by the Cash held by the Debtor as of the
Effective Date, as well as the Debtor’s future income.
A full-text copy of the Combined Plan of Reorganization and
Disclosure Statement dated August 24, 2020, is available at
https://tinyurl.com/y3e87b23 from PacerMonitor.com at no charge.
Attorney for the Debtor:
John T. Morrier, Esq.
David Koha, Esq.
Casner & Edwards, LLP
303 Congress Street
Boston, MA 02210
Tel: 617-426-5900
Fax: 617-426-8810
Email: koha@casneredwards.com
About Blank Label Group Inc.
Blank Label Group, Inc. -- https://www.blanklabel.com/ -- is a
clothing retailer that has provided custom clothing in stores and
online for the past 12 years. By developing an integrated supply
chain and digitization, it has been able to offer custom clothing
at a more affordable price point.
On May 26, 2020, Blank Label sought Chapter 11 protection (Bankr.
D. Mass. Case No. 20-11201). John T. Morrier, Esq., at CASNER &
EDWARDS, LLP, is the Debtor's counsel. The Debtor was estimated to
have $1 million to $10 million in assets and liabilities as of the
filing.
BONEYARD ARCHERY: Unsecureds Will Get $75.7K in 60 Months
---------------------------------------------------------
Boneyard Archery, Inc., submitted a Plan of Reorganization.
Class 2 Secured claim of Truist is impaired. Claim of $120,966
amortized at 5.25% per annum over 15 years, paid in equal monthly
installments of $972.42 beginning Effective Date and for each month
thereafter for a period of 60 months. The remaining balance due and
owing shall be paid in full on or before November 30, 2025.
Class 3 General unsecured claims is impaired. The Debtor will pay
$75,711 to allowed general unsecured claims, in quarterly
installments for a period of 60 months.
Class 4 Equity security holders of the Debtor will retain their
interests.
The Debtor will fund payments under the Plan from its normal
business operations.
A full-text copy of the Disclosure Statement dated August 24, 2020,
is available at https://tinyurl.com/yxszg729 from PacerMonitor.com
at no charge.
About Boneyard Archery
Boneyard Archery Inc. operates an archery shop and facility located
at 184 Old Covered Bridge Road, Madison, N.C.
Boneyard Archery sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D.N.C. Case No. 20-10476) on May 26,
2020, listing under $1 million in both assets and liabilities.
Judge Benjamin A. Kahn oversees the case. Ivey, Mcclellan, Gatton
& Siegmund, LLP, is the Debtor's legal counsel.
BREW CREW: Unsecureds Out of Money in Plan
------------------------------------------
Brew Crew Transportation, LLC submits this Disclosure Statement.
The primary assets of the Debtor consists of 6 (six) trucks and 6
(six) trailers.
The Debtor has unsecured claims totaling approximately $31,131.
Because the Debtor’s assets are less than what is owed to secured
creditors, unsecured creditors would not receive any distribution
under a Debtor's plan of liquidation.
Class(es) of Interest Holders. Interest Holders are the parties who
hold ownership interest (i.e., equity interest) in the Debtor. If
the Debtor is a corporation, entities holding preferred or common
stock in the Debtor are interest holders. If the Debtor is a
partnership, the interest holders include both general and limited
partners. If the Debtor is an individual, the Debtor is the
interest holder. Here, the Debtor in this chapter 11 is an Arkansas
LLC with one owner/member, Carolyn Brewer. Debtor’s plan proposes
no payment to this individual.
The Debtor will liquidate its assets and pay the proceeds from such
sales to the secured creditor with remaining proceeds, if any,
going to unsecured creditors.
A full-text copy of the Disclosure Statement dated August 24, 2020,
is available at https://tinyurl.com/y5gsaldj from PacerMonitor.com
at no charge.
Attorney for Plan Proponent:
Don Brady
BRADY & CONNER PLLC
3398 E. Huntsville Rd
Fayetteville, Arkansas 72701
479-443-8080
About Brew Crew Transportation, LLC
The Debtor’s Articles of Organization reflect a filing date of
October 15, 2018. The Debtor ceased operations on or about June 19,
2020. The business appeared promising at first. However, between
repair costs and inability to keep the trucks on the road, the
Debtor soon reached a position of consistent negative cash flow and
vanishing profits. The Debtor believes that there is no clear path
to reorganization and that the best option for the Debtor and the
secured creditors is to close operations and to liquidate the
collateral. Debtor is represented by BRADY & CONNER PLLC.
CAMBER ENERGY: Sets Percentage of Post-Merger Capitalization
------------------------------------------------------------
Viking and Camber entered into the First Amendment to Amended and
Restated Agreement and Plan of Merger to amend the Merger Agreement
to (a) fix the percentage of the post-Merger capitalization of the
combined company which would be held by stockholders of Camber (on
a fully-diluted basis, but without taking into account the shares
of common stock of Camber issuable upon conversion of Camber's
outstanding Series C Preferred Stock)at 20% (previously such Camber
Percentage was adjustable between 15% to 25%, depending on the
amount of cash and/or other unencumbered assets Camber and Viking
had at the time of the closing of the Merger which was available to
the combined company); (b) extend the date that the Merger
Agreement could be terminated by either party until Dec. 31, 2020,
provided that the right to terminate the Merger Agreement
thereafter is not available to a party if the failure of the
closing of the Merger to occur by such date is principally due to
the failure of such party to perform or observe the obligations,
covenants and agreements of such party set forth in the Merger
Agreement; and (c) remove the requirement that Viking obtain the
consent of its lender, ABC Funding, LLC, for the Merger.
About Camber Energy
Based in Houston, Texas, Camber Energy -- http://www.camber.energy/
-- is primarily engaged in the acquisition, development and sale of
crude oil, natural gas and natural gas liquids from various known
productive geological formations, including from the Hunton
formation in Lincoln, Logan, Payne and Okfuskee Counties, in
central Oklahoma; the Cline shale and upper Wolfberry shale in
Glasscock County, Texas; and Hutchinson County, Texas, in
connection with its Panhandle acquisition which closed in March
2018.
Camber Energy reported a net loss of $3.86 million for the year
ended March 31, 2020, compared to net income of $16.64 million for
the year ended March 31, 2019. As of June 30, 2020, the Company
had $13.91 million in total assets, $1.71 million in total
liabilities, $6 million in temporary equity, and $6.20 million in
total stockholders' equity.
Marcum LLP, in Houston, Texas, the Company's auditor since 2015,
issued a "going concern" qualification in its report dated June 29,
2020, citing that the Company has incurred significant losses from
operations and had an accumulated deficit as of March 31, 2020 and
2019. These factors raise substantial doubt about its ability to
continue as a going concern.
CAMBER ENERGY: Working to Finalize Amendment to Form S-4
--------------------------------------------------------
Camber Energy, Inc. and Viking Energy Group, Inc., parties to a
pending merger transaction, are currently working to finalize an
amendment to Camber's Registration Statement on Form S-4, which
Camber plans to file early next week, to respond to customary
Securities and Exchange Commission comments which Camber received
on such filing. Once Camber has cleared comments from the SEC on
the Form S-4, the parties plan to promptly move forward with
setting the record dates for their special meetings to seek
stockholder approvals for the merger and other items set forth in
the joint proxy statement/prospectus included in the Form S-4.
To date, Camber and Viking have each satisfied nearly all of their
respective conditions to closing the merger, provided that such
merger remains subject to certain remaining conditions to closing,
including, effectiveness of the Form S-4, approval of the
stockholders of each of Camber and Viking of the merger and certain
of the other proposals set forth in the Joint Proxy, and approval
of the NYSE American for the continued listing of Camber's common
stock following the merger, which the parties anticipate requiring
the combined company to satisfy the initial listing standards of
the NYSE American.
As disclosed previously, the planned merger contemplates Camber
issuing newly-issued shares of common stock and Series A
Convertible Preferred Stock to the equity holders of Viking in
exchange for 100% of the outstanding equity securities of Viking by
means of a reverse triangular merger in which a newly formed
wholly-owned subsidiary of Camber will merge with and into Viking,
with Viking continuing as the surviving corporation and as a
wholly-owned subsidiary of Camber after the merger. If the closing
of the merger occurs, the Viking equity holders prior to the merger
will own approximately 80% of Camber's fully-diluted common stock
immediately after the merger, and the Camber equity holders prior
to the merger shall own approximately 20% of Camber's fully-diluted
common stock immediately after the merger, subject to adjustment
mechanisms set out in the merger agreement, as amended, and in each
case on a fully-diluted, as-converted basis as of immediately prior
to the Closing (including options, warrants and other rights to
acquire equity securities of Viking or Camber), but without taking
into account any shares of common stock issuable to the holder of
Camber's Series C Preferred Stock upon conversion of the Series C
Preferred Stock. Completion of the merger is subject to a number
of closing conditions, as set out in the merger agreement.
Details regarding the planned merger, along with copies of the
Amended and Restated Agreement and Plan of merger governing the
terms of the merger, were included in Viking's and Camber's Current
Reports on Form 8-K, filed with the Securities and Exchange
Commission on Sept. 3, 2020, and are available under "investors"
– "SEC filings" at www.vikingenergygroup.com and
www.camber.energy.
The parties are also working on an amendment to the merger
agreement to extend the termination date thereof to Dec. 31, 2020,
and are continuing to work diligently to close the merger before
the end of the year.
Camber is also aware that its common stock experienced an unusually
high trading volume and a sharp increase in trading price on Oct.
8, 2020 (rising from $0.70 per share at the open of trading, to as
high as $1.43 per share, and closing at $1.25 per share). Camber
is not aware of any reason for the increased volume or increase in
trading price, nor is Camber aware of any material information
regarding the Company or its operations which has not already been
made public.
The Company encourages the public to thoroughly research any
investment before making a financial commitment and/or seek the
advice of a licensed broker before investing in the Company's stock
or any other company's stock. The Company recommends that the
public only read, review and rely on press releases and other
marketing efforts that are released by, and/or are specifically
endorsed by, the Company. Furthermore, the Company recommends that
investors review the Company's periodic (Form 10-Q and Form 10-K),
current report (Form 8-K) and other information as filed with the
SEC, including the Joint Proxy, and including the Company’s
description of business operations, financial statements, and
results of operations as disclosed therein, prior to purchasing the
Company's securities. Finally, the Company strongly suggests that
the public read and review its "risk factors" as filed from time to
time in its periodic (Form 10-Q and Form 10-K) filings with the
Commission (and as set forth in the Joint Proxy, as amended from
time to time) before making any investment in the Company.
As of Oct. 9, 2020, the Company had 25,000,000 shares of common
stock authorized and 25,000,000 shares of common stock issued and
outstanding. The increase in our outstanding shares of common
stock from the date of the Company's April 16, 2020 increase in
authorized shares of common stock (from 5 million shares, to 25
million shares, pursuant to the approval of the stockholders of the
Company at the annual meeting of stockholders held on the same
day), is almost solely entirely due to conversions of shares of
Series C Preferred Stock of the Company into common stock, and
conversion premiums due thereon, which are payable in shares of
common stock, pursuant to the designation of such Series C
Preferred Stock. The conversions are in the sole discretion of the
Series C Preferred Stockholder. The number of shares of common
stock due to the Series C Preferred Stockholder is subject to
increase and adjustment as the price of the Company's common stock
declines in value.
About Camber Energy
Based in Houston, Texas, Camber Energy -- http://www.camber.energy
-- is primarily engaged in the acquisition, development and sale of
crude oil, natural gas and natural gas liquids from various known
productive geological formations, including from the Hunton
formation in Lincoln, Logan, Payne and Okfuskee Counties, in
central Oklahoma; the Cline shale and upper Wolfberry shale in
Glasscock County, Texas; and Hutchinson County, Texas, in
connection with its Panhandle acquisition which closed in March
2018.
Camber Energy reported a net loss of $3.86 million for the year
ended March 31, 2020, compared to net income of $16.64 million for
the year ended March 31, 2019. As of June 30, 2020, the Company
had $13.91 million in total assets, $1.71 million in total
liabilities, $6 million in temporary equity, and $6.20 million in
total stockholders' equity.
Marcum LLP, in Houston, Texas, the Company's auditor since 2015,
issued a "going concern" qualification in its report dated June 29,
2020, citing that the Company has incurred significant losses from
operations and had an accumulated deficit as of March 31, 2020 and
2019. These factors raise substantial doubt about its ability to
continue as a going concern.
CARUSO AND MILES: Hearing Today on Cash Collateral Use
------------------------------------------------------
A telephonic hearing to consider Caruso and Miles Ltd.'s motion for
authority to use the cash collateral of the U.S. Small Business
Administration will be held on October 13, 2020, at 10:30 a.m.
Caruso and Miles Ltd. sought and obtained interim authority from
the U.S. Bankruptcy Court for the Northern District of Illinois to
use cash collateral belonging to SBA. The Court set a status and
final hearing for today.
The Debtor proposed to provide adequate protection to the SBA for
any erosion of its lien upon the Debtor's assets due to the
continuance of the automatic stay pursuant to section 362 of the
Bankruptcy Code. The Debtor proposes to pay $1,000 beginning
October 6, 2020, and provide the SBA replacement lien on the
proceeds from assets the Debtor acquires subsequent to the filing
of the Chapter 11 petition to the extent that the collateral is
utilized subject to verification of the extent and validity of the
lien and subject to prior liens and purchase money security liens.
According to Bankruptcy Judge Jack B. Schmetterer, the Cash
Collateral will not be used for expenses other than those
post-petition obligations on the Budget, subject to a variance of
no more than 10% per line item so long as the gross amount of
expenses does not exceed the monthly revenue generated.
The Debtor required the use of Cash Collateral to pay ongoing
expenses in the ordinary course of business and ongoing expenses.
Judge Schmetterer authorized the Debtor's monthly adequate
protection payments to SBA.
On June 6, 2020, the Debtor executed a Note in favor of the SBA in
the amount of $150,000. The first payment due under the SBA
Obligation in the monthly amount of $731.00 is due June 6, 2021.
The Debtor believes that the value of its assets is approximately
$31,230.52.
The Debtor disclosed that Sysco Chicago, Inc. filed a UCC-1
financing statement with the Illinois Secretary of State under
Filing No. 020674350 on September 11, 2015 and filed a continuation
on August 12, 2020. Sysco's lien is senior to the SBA Obligation.
Gordon Food Service, Inc. filed a UCC-1 financing statement with
the Illinois Secretary of State under Filing No. 020680725 on
September 15, 2015 and filed a continuation on August 17, 2020.
Gordon's lien is senior to the SBA Obligation. As of the
bankruptcy filing date, the Debtor did not owe any money to either
Sysco or Gordon.
A copy of the Debtor's request is available at
https://bit.ly/3iCGrdz from PacerMonitor.com.
A copy of the Court's order is available at https://bit.ly/33F790L
from PacerMonitor.com.
About Caruso and Miles Ltd.
Caruso and Miles Ltd. is in the business of operating a restaurant
with carryout service in the Village of Skokie, Illinois. It sought
protection under Chapter 11 of the U.S. Bankruptcy Court (Bankr.
N.D. Ill. Case No. 20-17405) on September 22, 2020, listing under
$1 million in both assets and liabilities. The case is assigned
to Judge Jack B. Schmetterer. It is represented in court by Robert
R. Benjamin, Esq., at Golan Christie Taglia LLP.
CBL & ASSOCIATES: Scott Vogel Joins CBL Properties Board
--------------------------------------------------------
Scott D. Vogel has been appointed to CBL Properties' board of
directors.
"We are pleased to welcome Scott Vogel to our board of directors,"
said Stephen D. Lebovitz, chief executive officer. "In addition to
his extensive financial and capital markets background, Scott has
provided guidance and oversight to numerous companies through the
restructuring and transformation process with excellent results.
We are confident that his unique expertise will be a valuable
resource and beneficial addition to our diverse board as we
navigate CBL's financial reorganization. We look forward to his
contributions to our board and company."
Vogel is managing member of Vogel Partners, LLC, a private
investment and advisory firm. Before establishing his own firm,
Vogel served for fourteen years as managing director at Davidson
Kempner Capital Management. Vogel also worked at MPF Investors as
well as the investment banking group at Chase Securities. He has
served on numerous boards over the course of his career, including
Neiman Marcus, Payless Shoes, and PetSmart. Vogel currently serves
on the boards of directors of Avaya, Bonanza Creek Energy, Contura
Energy, and several private companies. He received a bachelor's
degree from Washington University and a Master of Business
Administration degree from The Wharton School at the University of
Pennsylvania.
About CBL Properties
CBL & Associates Properties, Inc. -- http://www.cblproperties.com
-- is a self-managed, self-administered, fully integrated REIT.
The Company owns, develops, acquires, leases, manages, and operates
regional shopping malls, open-air and mixed-use centers, outlet
centers, associated centers, community centers, office and other
properties. The Company's Properties are located in 26 states, but
are primarily in the southeastern and midwestern United States.
The Company has elected to be taxed as a REIT for federal income
tax purposes.
CBL & Associates reported a net loss of $131.72 million for the
year ended Dec. 31, 2019, compared to a net loss of $99.23 million
for the year ended Dec. 31, 2018. As of June 30, 2020, CBL &
Associates had $4.65 billion in total assets, $4 billion in total
liabilities, $525,000 in redeemable common units, and $653.74
million in total capital.
* * *
As reported by the TCR on June 1, 2020, Moody's Investors Service
downgraded the ratings of CBL & Associates Limited Partnership,
including the corporate family rating to 'Ca' from 'Caa1' and
senior unsecured debt to 'C' from 'Caa3'. The rating downgrade
reflects Moody's expectation that CBL's liquidity profile will
erode rapidly in the next two quarters.
CHARM HOSPITALITY: Hires Kung & Brown as Counsel
------------------------------------------------
Charm Hospitality, LLC, seeks authority from the U.S. Bankruptcy
Court for the District of Nevada to employ Kung & Brown, as
attorney to the Debtor.
Charm Hospitality requires Kung & Brown to:
a. prepare schedules, statements, applications, and reports
for which the services of an attorney are necessary;
b. advise the Debtor of its rights and obligations and its
performance of its duties during the administration of this
case;
c. assist the Debtor in formulating a plan of reorganization
and disclosure statements and to obtain approval and
confirmation thereof; and
d. represent the Debtor in all proceedings before this Court
and other courts with jurisdiction over this case.
Kung & Brown will be paid at these hourly rates:
A.J Kung, Esq. $500
Brandy Brown, Esq. $500
Paralegals $125
Kung & Brown will be paid a retainer in the amount of $5,000.
Kung & Brown will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Brandy Brown, partner of Kung & Brown, 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.
Kung & Brown can be reached at:
Brandy Brown, Esq.
A.J. Kung, Esq.
KUNG & BROWN
214 South Maryland Parkway
Las Vegas, NV 89101
Tel: (702) 382-0883
Fax: (702) 382-2720
E-mail: ajkung@ajkunglaw.com
bbrown@ajkunglaw.com
About Charm Hospitality
Charm Hospitality, LLC, based in Elko, NV, filed a Chapter 11
petition (Bankr. D. Nev. Case No. 20-50880) on Sept. 15, 2020. In
the petition signed by Larry Williams, corporate representative,
the Debtor disclosed $3,099,287 in assets and $7,472,409 in
liabilities. Kung & Brown, serves as bankruptcy counsel to the
Debtor.
CNT HOLDINGS I: Moody's Assigns B3 CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
(CFR) and a B3-PD probability of default rating (PDR) to CNT
Holdings I Corp following the announcement of its leveraged buyout
by affiliates of Kohlberg Kravis Roberts & Co L.P. Moody's also
assigned a B2 rating to the company's proposed $1.04 billion senior
secured first lien credit facility (including a $110 million
revolver expiring 2025 and a $930 million term loan due 2027) and a
Caa2 rating to the proposed $340 million second lien term loan due
2028. The outlook is stable.
"1-800 Contacts has maintained a leading share in the growing
online contact lens category," said Moody's analyst Raya
Sokolyanska. "The non-discretionary nature of demand, recognized
brand name and consistent cash flow generation partly mitigate the
company's high post-buyout debt load."
Proceeds from the proposed debt financing, along with a
contribution of new common equity from KKR, will fund the leveraged
buyout of 1-800 Contacts from AEA Investors, refinance existing
debt, and pay transaction fees and expenses. The proposed $110
million revolving credit facility is expected to be undrawn at
closing. The ratings of predecessor company CNT Holdings III Corp,
including the B2 CFR, will be withdrawn upon closing of the
transaction and repayment of existing debt.
Assignments:
Issuer: CNT Holdings I Corp
Corporate Family Rating, Assigned B3
Probability of Default Rating, Assigned B3-PD
Senior Secured 1st Lien Bank Credit Facility, Assigned B2 (LGD3)
Senior Secured 2nd Lien Bank Credit Facility, Assigned Caa2 (LGD5)
Outlook, Assigned Stable
RATINGS RATIONALE
1-800 Contacts' B3 CFR reflects the company's highly leveraged
capital structure following the LBO, its small scale relative to
retail industry peers, and the highly competitive and commoditized
nature of the contact lens retail business. Moody's expects
debt/EBITDA to decline to 8.5 times over the next 12-18 months,
from 10 times LTM Q2 2020 pro-forma levels, driven by continued
earnings growth. In addition, the ratings in corporate governance
considerations, specifically the risk of debt-financed dividend
distributions under private equity ownership. As a consumer-facing
company, 1-800 Contacts is also exposed to social factors,
including robust data protection.
The rating is supported by the recession-resilient demand for
contact lenses, as well as growing e-commerce penetration and
premiumization in the category. 1-800 Contacts' recognized brand
name, leading position as an online player, and continued
investment in innovation also benefit the company. Moody's projects
good liquidity over the next 12-18 months, including positive free
cash flow, good revolver availability, a springing covenant-only
capital structure and a lack of near-term maturities.
The stable outlook reflects Moody's expectations for earnings
growth and good liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if liquidity or earnings materially
deteriorate, or financial strategy becomes more aggressive.
Quantitatively, the ratings could be downgraded if EBITA/interest
expense falls below 1 time.
The ratings could be upgraded if the company generates solid
revenue and earnings growth, maintains good liquidity and
demonstrates a commitment to more conservative financial
strategies. Quantitatively, the ratings could be upgraded with
expectations for debt/EBITDA to be maintained below 7 times and
EBITA/interest expense above 1.5 times.
The first lien credit facility is expected to include a revolver
springing maximum first lien leverage test set at 9.3x if
utilization exceeds 40 percent. The first lien credit facility is
also expected to contain covenant flexibility for transactions that
could adversely affect creditors, including incremental facility
capacity of the greater of $170 million or 100% of trailing EBITDA
plus an amount up to 5.5x first lien net leverage; the ability to
release a guarantee when a subsidiary is not wholly owned, lack of
"blocker" restrictions on collateral leakage through transfer to
unrestricted subsidiaries, and step downs in the asset sale
prepayment requirement to 50% and 0% if the first lien leverage
ratio is equal to or less than 5x and 4.75x, respectively.
The EBITDA definition includes add-backs such as (1) new business
development; (2) legal and professional fees; (3) sponsor
management fees; (4) other business addbacks including costs
related to scaling Liingo and 6over6.
CNT Holdings I Corp is an online retailer and distributor of
contact lenses in the United States, with revenues of $845 million
for the twelve months ended June 30, 2020. Following the 2020 LBO,
the company will be controlled by affiliates of Kohlberg Kravis
Roberts & Co L.P.
The principal methodology used in these ratings was Retail Industry
published in May 2018.
COMCAR INDUSTRIES: Best Buying 12 Yokohama Steer Tires for $2.4K
----------------------------------------------------------------
Comcar Industries, Inc. and its affiliated debtors filed with the
U.S. Bankruptcy Court for the District of Delaware a notice of
their proposed sale of 12 Yokohama Steer Tires, as set forth in the
Bill of Sale (Exhibit A), to Best Drive Tires for $2,400, free and
clear of all Liens.
On Sept. 2, 2020, the Court entered the Order, which, among other
things, established the De Minimis Asset Sale Procedures.
Pursuant to the De Minimis Asset Sale Procedures, the Debtors
submit the De Minimis Sale Notice in connection with their sale of
the Yokohama Steer Tires to the Purchaser.
The total selling price for the Sale to the Purchaser is $2,400,
which is under the limit set forth in the De Minimis Asset Sale
Procedures. The Sale does not include payments to be made by the
Debtors on account of commission fees to agents, brokers or
auctioneers. The Debtors intend to use the proceeds from the Sale
to fund the administration of these chapter 11 cases and, if
applicable, to distribute funds in accordance with the priority
scheme set forth in orders of the Court, their financing documents
and/or the Bankruptcy Code. The Purchaser is not an insider of the
Debtors.
The Objection Deadline is Oct. 16, 2020 at 4:00 p.m. (ET).
If no objection to the De Minimis Sale Notice is timely filed and
served in accordance with it and the De Minimis Asset Sale
procedures, the Debtors may consummate the sale without further
notice.
Copies of all filings in the Debtors' chapter 11 cases are
available for free on the website of the Court-appointed claims and
noticing agent in these chapter 11 cases, Donlin Recano & Co.,
Inc., at https://www.donlinrecano.com/Comcar.
A copy of the Exhibit A is available at
https://tinyurl.com/y5ctesfy from PacerMonitor.com free of charge.
About Comcar Industries
Comcar Industries is a transportation and logistics company
headquartered in Auburndale, Fla., with over 40
strategically-located terminal and satellite locations across the
United States. For more information, visit https://comcar.com/
On May 17, 2020, Comcar Industries and related entities sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11120). In
the petitions signed by CRO Andrew Hinkelman, Comcar Industries was
estimated to have $50 million to $100 million in assets and
liabilities as of the bankruptcy filing.
The Hon. Laurie Selber Silverstein is the presiding judge.
The Debtors tapped DLA Piper LLP (US) as counsel; FTI Consulting,
Inc. as financial advisor; and Bluejay Advisors, LLC as investment
banker. Donlin Recano & Company, Inc. is the claims agent.
COMCAR INDUSTRIES: Buddy Collins Buying Air Compressor for $35
--------------------------------------------------------------
Comcar Industries, Inc. and its affiliated debtors filed with the
U.S. Bankruptcy Court for the District of Delaware a notice of
their proposed sale of an air compressor, as set forth in the Bill
of Sale (Exhibit A), to Buddy Collins for $35, free and clear of
all Liens.
On Sept. 2, 2020, the Court entered the Order, which, among other
things, established the De Minimis Asset Sale Procedures.
Pursuant to the De Minimis Asset Sale Procedures, the Debtors
submit the De Minimis Sale Notice in connection with their sale of
the air compressor to the Purchaser.
The total selling price for the Sale to the Purchaser is for $35,
which is under the limit set forth in the De Minimis Asset Sale
Procedures. The Sale does not include payments to be made by the
Debtors on account of commission fees to agents, brokers or
auctioneers. The Debtors intend to use the proceeds from the Sale
to fund the administration of these chapter 11 cases and, if
applicable, to distribute funds in accordance with the priority
scheme set forth in orders of the Court, their financing documents
and/or the Bankruptcy Code. The Purchaser is not an insider of the
Debtors.
The Objection Deadline is Oct. 16, 2020 at 4:00 p.m. (ET).
If no objection to the De Minimis Sale Notice is timely filed and
served in accordance with it and the De Minimis Asset Sale
procedures, the Debtors may consummate the sale without further
notice.
Copies of all filings in the Debtors' chapter 11 cases are
available for free on the website of the Court-appointed claims and
noticing agent in these chapter 11 cases, Donlin Recano & Co.,
Inc., at https://www.donlinrecano.com/Comcar.
A copy of the Exhibit A is available at
https://tinyurl.com/yyb3nulf from PacerMonitor.com free of charge.
About Comcar Industries
Comcar Industries is a transportation and logistics company
headquartered in Auburndale, Fla., with over 40
strategically-located terminal and satellite locations across the
United States. For more information, visit https://comcar.com/
On May 17, 2020, Comcar Industries and related entities sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11120). In
the petitions signed by CRO Andrew Hinkelman, Comcar Industries was
estimated to have $50 million to $100 million in assets and
liabilities as of the bankruptcy filing.
The Hon. Laurie Selber Silverstein is the presiding judge.
The Debtors tapped DLA Piper LLP (US) as counsel; FTI Consulting,
Inc., as financial advisor; and Bluejay Advisors, LLC as investment
banker. Donlin Recano & Company, Inc., is the claims agent.
COMCAR INDUSTRIES: Joey Martin Buying Low Value Assets for $64.1K
-----------------------------------------------------------------
Comcar Industries, Inc. and its affiliated debtors filed with the
U.S. Bankruptcy Court for the District of Delaware a notice of
their proposed sale of certain low value assets, as set forth in
the Bill of Sale (Exhibit A), to Joey Martin Auctioneers for
$64,100, free and clear of all Liens.
On Sept. 2, 2020, the Court entered the Order, which, among other
things, established the De Minimis Asset Sale Procedures.
Pursuant to the De Minimis Asset Sale Procedures, the Debtors
submit the De Minimis Sale Notice in connection with their sale of
the low value assets to the Purchaser.
The total selling price for the Sale to the Purchaser is for
$64,100, which is under the limit set forth in the De Minimis Asset
Sale Procedures. The Sale does not include payments to be made by
the Debtors on account of commission fees to agents, brokers or
auctioneers. The Debtors intend to use the proceeds from the Sale
to fund the administration of these chapter 11 cases and, if
applicable, to distribute funds in accordance with the priority
scheme set forth in orders of the Court, their financing documents
and/or the Bankruptcy Code. The Purchaser is not an insider of the
Debtors.
The Objection Deadline is Oct. 16, 2020 at 4:00 p.m. (ET).
If no objection to the De Minimis Sale Notice is timely filed and
served in accordance with it and the De Minimis Asset Sale
procedures, the Debtors may consummate the sale without further
notice.
Copies of all filings in the Debtors' chapter 11 cases are
available for free on the website of the Court-appointed claims and
noticing agent in these chapter 11 cases, Donlin Recano & Co.,
Inc., at https://www.donlinrecano.com/Comcar.
A copy of the Exhibit A is available at
https://tinyurl.com/y3a6lx5r from PacerMonitor.com free of charge.
About Comcar Industries
Comcar Industries is a transportation and logistics company
headquartered in Auburndale, Fla., with over 40
strategically-located terminal and satellite locations across the
United States. For more information, visit https://comcar.com/
On May 17, 2020, Comcar Industries and related entities sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11120). In
the petitions signed by CRO Andrew Hinkelman, Comcar Industries was
estimated to have $50 million to $100 million in assets and
liabilities as of the bankruptcy filing.
The Hon. Laurie Selber Silverstein is the presiding judge.
The Debtors tapped DLA Piper LLP (US) as counsel; FTI Consulting,
Inc. as financial advisor; and Bluejay Advisors, LLC as investment
banker. Donlin Recano & Company, Inc. is the claims agent.
COMCAR INDUSTRIES: Juan Arellano Buying 2 Air Compressors for $500
------------------------------------------------------------------
Comcar Industries, Inc., and its affiliated debtors filed with the
U.S. Bankruptcy Court for the District of Delaware a notice of
their proposed sale of two air compressors, as set forth in the
Bill of Sale (Exhibit A), to Juan Arellano for $500, free and clear
of all Liens.
On Sept. 2, 2020, the Court entered the Order, which, among other
things, established the De Minimis Asset Sale Procedures.
Pursuant to the De Minimis Asset Sale Procedures, the Debtors
submit the De Minimis Sale Notice in connection with their sale of
the Compressors to the Purchaser.
The total selling price for the Sale to the Purchaser is $500,
which is under the limit set forth in the De Minimis Asset Sale
Procedures. The Sale does not include payments to be made by the
Debtors on account of commission fees to agents, brokers or
auctioneers. The Debtors intend to use the proceeds from the Sale
to fund the administration of these chapter 11 cases and, if
applicable, to distribute funds in accordance with the priority
scheme set forth in orders of the Court, their financing documents
and/or the Bankruptcy Code. The Purchaser is not an insider of the
Debtors.
The Objection Deadline is Oct. 16, 2020 at 4:00 p.m. (ET).
If no objection to the De Minimis Sale Notice is timely filed and
served in accordance with it and the De Minimis Asset Sale
procedures, the Debtors may consummate the sale without further
notice.
Copies of all filings in the Debtors' chapter 11 cases are
available for free on the website of the Court-appointed claims and
noticing agent in these chapter 11 cases, Donlin Recano & Company,
Inc., at https://www.donlinrecano.com/Comcar.
A copy of the Exhibit A is available at
https://tinyurl.com/yxlp4sec from PacerMonitor.com free of charge.
About Comcar Industries
Comcar Industries is a transportation and logistics company
headquartered in Auburndale, Fla., with over 40
strategically-located terminal and satellite locations across the
United States. For more information, visit https://comcar.com/
On May 17, 2020, Comcar Industries and related entities sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11120). In
the petitions signed by CRO Andrew Hinkelman, Comcar Industries was
estimated to have $50 million to $100 million in assets and
liabilities as of the bankruptcy filing.
The Hon. Laurie Selber Silverstein is the presiding judge.
The Debtors tapped DLA Piper LLP (US) as counsel; FTI Consulting,
Inc. as financial advisor; and Bluejay Advisors, LLC as investment
banker. Donlin Recano & Company, Inc. is the claims agent.
COMCAR INDUSTRIES: Juan Arellano Buying Low Value Assets for $400
-----------------------------------------------------------------
Comcar Industries, Inc., and its affiliated debtors filed with the
U.S. Bankruptcy Court for the District of Delaware a notice of
their proposed sale of certain low value assets, as set forth in
the Bill of Sale (Exhibit A), to Juan Arellano for $400, free and
clear of all Liens.
On Sept. 2, 2020, the Court entered the Order, which, among other
things, established the De Minimis Asset Sale Procedures.
Pursuant to the De Minimis Asset Sale Procedures, the Debtors
submit the De Minimis Sale Notice in connection with their sale of
the low value assets to the Purchaser.
The total selling price for the Sale to the Purchaser is $400,
which is under the limit set forth in the De Minimis Asset Sale
Procedures. The Sale does not include payments to be made by the
Debtors on account of commission fees to agents, brokers or
auctioneers. The Debtors intend to use the proceeds from the Sale
to fund the administration of these chapter 11 cases and, if
applicable, to distribute funds in accordance with the priority
scheme set forth in orders of the Court, their financing documents
and/or the Bankruptcy Code. The Purchaser is not an insider of the
Debtors.
The Objection Deadline is Oct. 16, 2020 at 4:00 p.m. (ET).
If no objection to the De Minimis Sale Notice is timely filed and
served in accordance with it and the De Minimis Asset Sale
procedures, the Debtors may consummate the sale without further
notice.
Copies of all filings in the Debtors' chapter 11 cases are
available for free on the website of the Court-appointed claims and
noticing agent in these chapter 11 cases, Donlin Recano & Company,
Inc., at https://www.donlinrecano.com/Comcar.
A copy of the Exhibit A is available at
https://tinyurl.com/yxzzrxct from PacerMonitor.com free of charge.
About Comcar Industries
Comcar Industries is a transportation and logistics company
headquartered in Auburndale, Fla., with over 40
strategically-located terminal and satellite locations across the
United States. For more information, visit https://comcar.com/
On May 17, 2020, Comcar Industries and related entities sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11120). In
the petitions signed by CRO Andrew Hinkelman, Comcar Industries was
estimated to have $50 million to $100 million in assets and
liabilities as of the bankruptcy filing.
The Hon. Laurie Selber Silverstein is the presiding judge.
The Debtors tapped DLA Piper LLP (US) as counsel; FTI Consulting,
Inc. as financial advisor; and Bluejay Advisors, LLC as investment
banker. Donlin Recano & Company, Inc. is the claims agent.
CYTODYN INC: Incurs $30.8 Million Net Loss in First Quarter
-----------------------------------------------------------
Cytodyn Inc. filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing a net loss of $30.83
million for the three months ended Aug. 31, 2020, compared to a net
loss of $16.16 million for the three months ended Aug. 31, 2019.
As of Aug. 31, 2020, the Company had $93.36 million in total
assets, $90.59 million in total liabilities, and $2.77 million in
total stockholders' equity.
Cytodyn said, "We have incurred losses for all periods presented
and have a substantial accumulated deficit. As of August 31, 2020,
these factors, among several others, raise substantial doubt about
our ability to continue as a going concern."
The Company's cash position of approximately $18.2 million at Aug.
31, 2020 increased approximately $3.9 million as compared to a
balance of approximately $14.3 million at May 31, 2020. The
increase was attributable to net cash provided by financing
activities of approximately $44.9 million exceeding net cash used
in operating activities of approximately $40.9 million and cash
used in investing activities of approximately $0.1 million. Despite
the Company's small negative working capital position, vendor
relations remain accommodative and the Company does not currently
anticipate delays in its business initiatives due to liquidity
constraints.
Net cash used in operating activities totaled approximately $40.9
million during the three months ended Aug. 31, 2020, which reflects
an increase of approximately $25.8 million of net cash used in
operating activities over the three months ended Aug. 31, 2019.
The increase in net cash used in operating activities was due to
$39.3 million of cash used to procure inventory in the three months
ended Aug. 31, 2020, an increase in net loss of $14.6 million,
offset in part by an increase in accrued liabilities of $20.1
million, an increase in noncash stock-based compensation of $3.1
million and an increase in non-cash inducement interest expense of
$0.9 million.
Net cash used in investing activities was $0.1 million during the
three months ended Aug. 31, 2020, which reflects an immaterial
increase over a year ago attributable to the purchase of office
equipment and furniture.
Net cash provided by financing activities of approximately $44.9
million during the three months ended Aug. 31, 2020, increased
approximately $31.4 million over net cash provided by financing
activities during the three months ended Aug. 31, 2019. The
increase in net cash provided from financing activities was
attributable to net proceeds of $25 million from the issuance of a
convertible promissory note and increased warrant exercises
compared to the same period in the prior year.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1175680/000119312520266805/d271253d10q.htm
About CytoDyn Inc.
Headquartered in Vancouver, Washington, CytoDyn Inc. --
http://www.cytodyn.com/-- is a late-stage biotechnology company
focused on the clinical development and potential commercialization
of leronlimab (PRO 140), a CCR5 antagonist to treat HIV infection,
with the potential for multiple therapeutic indications.
CytoDyn reported a net loss of $124.40 million for the year ended
May 31, 2020, compared to a net loss of $56.19 million for the year
ended May 31, 2019. As of May 31, 2020, the Company had $50.51
million in total assets, $52.99 million in total liabilities, and a
total stockholders' deficit of $2.48 million.
Warren Averett, LLC, in Birmingham, Alabama, the Company's auditor
since 2007, issued a "going concern" qualification in its report
dated Aug. 14, 2020, citing that the Company incurred a net loss
for the year ended May 31, 2020 and has an accumulated deficit of
approximately $354,711,000 through May 31, 2020, which raises
substantial doubt about its ability to continue as a going concern.
DIOCESE OF ST. CLOUD: Selling Children's Home Property for $5.4M
----------------------------------------------------------------
The Diocese of St. Cloud asks the U.S. Bankruptcy Court for the
District of Minnesota to authorize the sale of the two lots located
(i) at 1726 7th Avenue South, St. Cloud, Minnesota and (ii) at 375
16th Street South, St. Cloud, Minnesota, commonly referred to as
the Children's Home Property, to Monroe RE, LLC for $5.4 million,
cash.
As listed in its schedules, the Debtor owns certain real property,
including, without limitation, the Children's Home Property. Lot 1
is an 18-acre parcel with improvements that include the campus for
the St. Cloud Children's Home. Lot 2 is a 22-acre parcel of vacant
land. The Debtor acquired the Children's Home Property in 1980.
Since its acquisition, the Debtor has leased some or all of the
Children's Home Property to Catholic Charities of the Diocese of
St. Cloud, a Minnesota non-profit corporation. It currently leases
portions of the Children's Home Property to the Catholic Charities
pursuant to that certain Lease dated Jan. 1, 1999 (as amended from
time to time), as most recently amended by that certain Lease
Amendment and Services Agreement dated as of Sept. 15, 2020.
Either party may terminate the Catholic Charities Lease early by
giving 90 days' prior written notice.
Before commencing the bankruptcy case, the Debtor and District 742
Community Schools entered into thir Real Estate Lease dated May 13,
2020 for a portion of the Children's Home Property ("Secure
Facility"). The School District uses the Secure Facility to
operate a school. The term of the School District Lease began July
1, 2020 and terminates on June 30, 2021. Under the School District
Lease, the School District pays the debtor annual rent of $96,240
in monthly installments of $8,020. Either party may terminate the
School District Lease early by giving 90 days' prior written
notice. Although the School District is not permitted to assign or
transfer the School District Lease, the debtor may do so.
The Debtor holds the Children's Home Property free and clear of any
liens. However, the Catholic Charities asserts an equitable
interest in the Secured Facility, as more particularly described in
a complaint served on June 28, 2018, thereby commencing an action
against the Debtor in the District Court for Stearns County,
Minnesota as Case No. 73-CV-18-5584. They also filed a notice of
lis pendens against the Children's Home Property. The Debtor
disputes the Catholic Charities' claims.
In accordance with the Settlement Agreement dated Sept. 15, 2020
approved by the Court, the Catholic Charities has agreed to consent
to the sale of the Children's Home Property and take any actions
that may be required to transfer title free and clear of liens,
claims, and interests, including, without limitation, dismissing
one or more counts of the Catholic Charities Action and canceling
the Lis Pendens, subject to certain conditions set forth therein.
Prior to filing the Motion, the Debtor conferred with the Catholic
Charities and understands that they consent to the relief sought,
subject to the terms of the Settlement Agreement.
On July 13, 2020, the Debtor sought to employ Granite City Real
Estate, LLC as real estate agent to market, among other property,
the Children's Home Property. On May 6, 2018, the Broker provided
the Debtor with an opinion of value, determining that the
Children's Home Property would likely be worth between $4.1 million
and $4.9 million. After two years of marketing with no offers, the
Broker significantly reduced the original opinion of value to
account for a potential sale of different parcels of the property.
Following the petition date, the Debtor received two offers to
purchase the Property. The first offer was for $5.1 million, with
certain contingencies. The Debtor never accepted the first offer.
After receiving the Buyer's offer, the Debtor rejected the first
offer in favor of a higher and better offer.
The Buyer, an affiliate of Newport Healthcare and Newport Academy,
made an all cash offer to purchase the Children's Home Property for
$5.4 million. Thereafter, on Sept. 15, 2020, the parties entered
into a Commercial Purchase Agreement for the sale of the
Children’s Home Property for $5.4 million.
The Debtor will assume the Catholic Charities Lease and the School
District Lease and, through the PSA, the Buyer will take assignment
of both leases. The Debtor is not in default under either of the
leases. The sale will be sold free and clear of all liens, claims,
encumbrances, and other interests, except for the Catholic
Charities Lease and the School District Lease, which will be
assigned to Buyer. However, pursuant to the Catholic Charities
Settlement Agreement, the Catholic Charities' claims will attach to
100% of the net sale proceeds generated from the sale.
The sale is necessary for the Debtor to raise the $22.5 million
required to fund the Plan and compensate survivors. All of the net
sale proceeds will be used to compensate survivors of sexual abuse.
In light of the Broker's opinion of value, the Debtor's knowledge
of the Children's Home Property, and the circumstances of the
market, in the Debtor's business judgment, the PSA is fair and
reasonable, and it should be approved.
Finally, the Debtor asks the Court to waive the stay provision of
Bankruptcy Rule 6004(h).
A telephonic hearing on the Motion is set for Nov. 5, 2020 at 10:00
a.m. (CDT). The Parties interested in attending the hearing should
contact Judge Kressel's calendar clerk at (612) 664-5250 for the
call-in information. The Objection Deadline is Oct. 31, 2020,
which is five days before the time set for the hearing (including
Saturdays, Sundays, and holidays).
A copy of the is PSA available at https://tinyurl.com/y3a94haj from
PacerMonitor.com free of charge.
About Diocese of St. Cloud
The Roman Catholic Diocese of Saint Cloud is a Roman Catholic
diocese in Minnesota. The diocese covers Benton, Douglas, Grant,
Isanti, Kanabec, Mille Lacs, Morrison, Otter Tail, Pope, Sherburne,
Stearns, Stevens, Todd, Traverse, Wadena, and Wilkin counties.
The Roman Catholic Diocese of Saint Cloud sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No.
20-60337) on June 15, 2020. At the time of the filing, the Debtor
had estimated assets of between $10 million and $50 million and
liabilities of between $1 million and $10 million. Quarles &
Brady, LLP is the Debtor's legal counsel.
On July 13, 2020, the Court appointed Granite City Real Estate,
LLC, as broker.
FREEMAN MOBILE: Hires Nelson Mullins as Special Counsel
-------------------------------------------------------
Freeman Mobile Orthodontics PLLC, and its debtor-affiliates, seek
authority from the U.S. Bankruptcy Court for the Southern District
of Florida to employ Lester Perling and Nelson Mullins Riley &
Scarborough LLP, as their special counsel.
Nelson Mullins will advise the Debtors as to regulatory issues with
regard to healthcare, and specifically, dental services, including
as to advertising in this area.
Mr. Perling will be paid at $615 per hour.
Lester Perling, partner in the law firm of Nelson Mullins Broad and
Cassel, attests that Nelson Mullins is a "disinterested person" as
defined in section 101(14) of the Bankruptcy Code and as required
by section 327(a) of the Bankruptcy Code.
The firm can be reached through:
Lester Perling, Esq.
Nelson Mullins Riley & Scarborough LLP
100 S.E. 3rd Avenue, Suite 2700
Fort Lauderdale, FL 33394
Tel: 954-745-5261
Fax: 954-713-0968
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.
GNC HOLDINGS: Unsecureds Distribution Dependent on Conditions
-------------------------------------------------------------
GNC Holdings, Inc., et al. submitted a Third Amended Disclosure
Statement.
The Plan classifies General Unsecured Claims, Convertible Unsecured
Note Claims, and Tranche B-2 Term Loan Deficiency Claims together
in Class 4. The distribution, if any, on account of Allowed Class 4
Claims is dependent on (1) whether the Class 4 Conditions have been
met, and (2) whether a Sale Transaction (and to whom) or
Restructuring is consummated. If a Sale Transaction is terminated
or is no longer in full force and effect or is not consummated by
the applicable Outside Sale Date (as defined below), the Debtors
may pursue a Restructuring.
Sale Transaction
Class 4 Conditions Met:
* If the Sale Transaction is the Harbin Stalking Horse Bid, if
the Unsecured Creditor Consideration Trigger Event occurs on or
before the closing of such Sale Transaction resulting in the
issuance of the Junior Convertible Notes, its Pro Rata Share of the
Junior Convertible Notes.
* In the event of any other Sale Transaction, its Pro Rata Share
of not less than $1 million in Cash.
Class 4 Conditions Not Met:
* Its Pro Rata Share of any Sale Transaction Proceeds remaining
after funding the Wind-Down Amounts, the Professional Fee Escrow,
and payment of all classes of claims senior to Class 4.
Restructuring
Class 4 Conditions Met:
* Its Pro Rata Share of $1 million in cash and the Class 4
Contingent Rights.
Class 4 Conditions Not Met:
* Nothing. All Class 4 Claims would be canceled, released,
discharged, and extinguished, and the holders thereof would receive
no recovery.
"Class 4 Conditions" means the requirement 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) this Plan or the distributions proposed hereunder.
"DIP Facilities Claims" means, collectively, the DIP Term Facility
Claims and the DIP ABL FILO Facility Claims.
"Tranche B-2 Term Loan Claim" means any Claim on account of the
Tranche B-2 Term Loan.
"ABL FILO Term Loan Claim" means any Claim on account of the ABL
FILO Term Loan.
As set forth in Article IV.BB of the Plan, in the event of a
Restructuring, and to the extent the Class 4 Conditions have been
met, the Class 4 Contingent Rights will be issued in accordance
with the terms hereof to Holders of Class 4 Claims on the Effective
Date, or as promptly as practicable thereafter. The Class 4
Contingent Rights will be uncertificated, and each holder of Class
4 Contingent Rights shall take and hold its uncertificated interest
therein subject to all of the terms and provisions of the Plan and
the Confirmation Order. The Class 4 Contingent Rights shall not be
transferable. Distributions of Class 4 Contingent Rights will be
effectuated by the entry of the names of the holders and their
respective interests in the Class 4 Contingent Rights in the books
and records of the Reorganized Debtors, through the issuance of
non-transferrable escrow CUSIPs to reserve the entitlements in
respect of Class 4 Claims held through DTC, or a combination of the
foregoing at the option of the Reorganized Debtors.
A full-text copy of the Third Amended Disclosure Statement dated
August 19, 2020, is available at https://tinyurl.com/y3wo8qsn from
PacerMonitor.com at no charge.
Counsel to the Debtors:
Richard A. Levy
Caroline A. Reckler
Asif Attarwala
Brett V. Newman
LATHAM & WATKINS LLP
330 North Wabash Avenue, Suite 2800
Chicago, Illinois 60611
Telephone: (312) 876-7700
Facsimile: (312) 993-9767
Email: richard.levy@lw.com
caroline.reckler@lw.com
asif.attarwala@lw.com
brett.newman@lw.com
- and -
George A. Davis
Andrew C. Ambruoso
Jeffrey T. Mispagel
885 Third Avenue
New York, New York 10022
Telephone: (212) 906-1200
Facsimile: (212) 751-4864
E-mail: 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.
GOLD'S GYM: Court Approves Bankruptcy Liquidation Plan
------------------------------------------------------
Alex Wolfe of Bloomberg Law reports that Gold's Gym International
Inc. won court approval to liquidate in bankruptcy under a plan
that repays creditors with the proceeds from a $100 million asset
sale.
The Chapter 11 plan, expected to repay all secured and unsecured
claims against the fitness chain, was approved by Judge Harlin D.
Hale of the U.S. Bankruptcy Court for the Northern District of
Texas during a telephonic hearing.
Judge Hale called the wind-down plan "an extraordinary result" for
a company that filed for bankruptcy during the Covid-19 pandemic
and forced to navigate its Chapter 11 case as lawyers and advisors
worked from home.
About Gold's Gym
Founded in 1965, Gold's Gym operates a network of company-owned and
franchised fitness centers. It owns and operates approximately 95
gyms domestically, and holds franchise agreements for more than 600
gyms domestically and internationally. Its majority owner is TRT
Holdings, Inc. -- acquired the business in 2004.
GGI Holdings, LLC, Gold's Gym International, Inc., and other
related entities sought Chapter 11 protection (Bankr. N.D. Tex.
Lead Case No. 20-31318) on May 4, 2020.
GGI Holdings was estimated to have assets and debt of $50 million
to $100 million.
The Hon. Harlin Dewayne Hale is the case judge.
The Debtors tapped Dykema Gossett PLLC as bankruptcy counsel. BMC
Group Inc. is the claims agent.
GRAY TELEVISION: Fitch Rates New $550MM Unsec. Notes 'BB-'
----------------------------------------------------------
Fitch Ratings has assigned a 'BB-'/'RR4' to Gray Television, Inc.'s
new $550 million in senior unsecured notes due 2030. The proceeds
of the notes will be used to redeem all of the company's
outstanding $525 million of 5.125% senior unsecured notes due 2024,
to pay transaction-related fees and expenses and for general
corporate purposes. The Rating Outlook is Negative.
The notes issuance is neutral to Gray's Fitch-calculated total
leverage, as measured as total debt with equity credit-to-operating
EBITDA, which stood at roughly 6.6x as of the LTM period ended June
30, 2020 (5.8x based on last eight quarters L8QA EBITDA). Fitch
currently rates Gray's Long-Term Issuer Default Rating (LT-IDR)
'BB-'. The Negative Outlook continues to consider Gray's high total
leverage, the limited headroom relative to the 5.5x average
two-year leverage negative sensitivity threshold, the current
economic downturn and the material operating headwinds across
traditional media categories and in particular Gray and the local
broadcast peer group, given its weighting toward local advertising
and the general auto and service advertising categories. Fitch also
remains concerned over the recent acceleration in traditional video
subscriber losses and the impact to the local broadcasting
businesses.
Fitch does recognize that the pace of advertising revenue declines
has abated each month sequentially since the start of the pandemic.
In addition, Fitch continues to believe that Gray is better
positioned relative to previous recessionary periods owing to the
cushion provided by the growing base of subscription and political
revenues. Notably, Gray now expects political advertising revenues
in a range of $275 million-$300 million for 2020, up from $250
million-$275 million previously.
KEY RATING DRIVERS
Strong Television Portfolio: Gray reaches 24% of U.S. television
households. The company has a strong portfolio of station assets,
with first-ranked stations in 69 of its 94 markets (approximately
73%) and first or second-ranked stations in 87 of its 94 markets.
Gray network affiliations are weighted toward CBS, NBC and ABC
affiliates. Gray generated $2.1 billion in revenues and $665
million in operating cash flow for the LTM ended June 30, 2020.
Gray's legacy television stations were present primarily in smaller
designated market areas (DMAs), ranked between 61 and 209, that
were generally less competitive and overlap in university towns and
state capitals. The Raycom acquisition added a complementary
portfolio of highly ranked television station located in some
larger markets predominantly located in the Southeast. Raycom's
other media assets may also provide vertical opportunities to use
the company's increased scale and leverage Raycom's programming
capabilities.
Coronavirus Headwinds: Fitch expects the coronavirus pandemic and
the resulting ad recession to negatively affect Gray's financial
performance in 2020. Notably, declining core advertising revenues
will result in a reduction in EBITDA and FCF owing to the high
fixed-cost nature of the broadcasting business. However, Fitch
believes Gray is better positioned to manage weaker operating
performance as contracted retransmission revenues now account for a
larger percentage of the revenue base (37.5% in fiscal 2019).
Incrementally, a softening in the ad environment is not expected to
have a material impact on political advertising revenues. Fitch
expects a robust political presidential cycle in fiscal 2020 owing
to the contentious political climate. Gray now anticipates $275
million-$300 million in political advertising revenues in 2020, up
from $250 million-$275 million previously. Additionally, local
television and other news content providers provide a vital public
service during the coronavirus pandemic. Fitch expects television
viewership trends will benefit as consumers increase usage of
in-home entertainment.
Highly Levered: Fitch-calculated total leverage (total debt with
equity credit/EBITDA) was 6.6x for the LTM period ended June 30,
2020 (5.8x based on L8QA EBITDA). Fitch does not rate the $650
million Series A Preferred Stock held by Retirement Systems of
Alabama (RSA). Fitch has determined that the Series A preferred
stock receives 0% equity credit, and as such is included in Fitch's
leverage calculations in accordance with established criteria.
Growing Net Retransmission Revenues: Gray benefits from a favorable
retransmission contract renewal schedule with distributors, with
approximately 60%-65% of subscribers renegotiated between Jan. 1,
2021 and July 1, 2021 and with approximately 43% at Jan. 1, 2021.
Gray's retransmission contract renewals are generally at the end of
these applicable years. Gray has no network contracts up for
renewal until 2021 (CBS). Fitch expects that this supports strong
retransmission growth in the high-single-digit range in 2020 with
declines to mid- to high- single-digit growth thereafter. Net
retransmission revenue growth will be lumpy due to the underlying
contract renewal cycle. Fitch expects modest net retransmission
growth over the near term and expects margin compression from
growing payments to networks over the forecast period.
Improving FCF: TV broadcasters typically generate significant
amounts of FCF due to high operating leverage and minimal capex
requirements. Gray generated $273 million in FCF in fiscal 2019.
Gray guided to FCF of $500 million before the coronavirus crisis.
Declining advertising revenues will pressure both EBITDA and FCF
generation over the near term. However, Fitch expects that Gray
will still generate a meaningful amount of FCF even with a pullback
in advertisers' marketing budget. Gray and other local broadcasters
benefit from having a more material cushion from retransmission and
political advertising revenues than prior economic downturns.
Sufficient Liquidity: Liquidity is supported by $485 million in
balance sheet cash as of Oct. 6, 2020 and availability under the
$200 million revolver. Gray does not have any required debt
amortization under its existing term loan B and the next sizeable
maturity is not until 2024. Gray's revolver has a springing
leverage covenant, a 4.50x maximum first-lien net leverage ratio,
stepping down to 4.25x, which is only tested when the revolver is
drawn. Gray's net first lien leverage was 1.8x at June 30, 2020 and
Fitch believes there is significant cushion relative to the
covenant over the forecast period.
Advertising Revenue Exposure: Fitch estimates that advertising
revenues accounted for roughly 53% of Gray's average two-year total
revenues, excluding political. Advertising revenues, especially
those associated with TV, are becoming increasingly hypercyclical
and represent a significant risk to all TV broadcasters. Local
advertising revenues accounted for approximately 80% of Gray's
average two-year advertising revenues, excluding political.
Viewer Fragmentation: Gray continues to face the secular headwinds
present in the TV broadcasting sector including declining audiences
amid increasing programming choices, with further pressures from
over-the-top (OTT) internet-based television services. However,
Fitch expects that local broadcasters, particularly those with
higher rated stations, will remain relevant and capture audiences
that local, regional and national spot advertisers seek. Fitch also
views positively the increasing inclusion of local broadcast
content in OTT offerings. Growth in OTT subscribers could provide
incremental revenues and offset declines of traditional MVPD
subscribers. However, Fitch does not believe penetration will be
material for Gray over the near term, particularly given the
company's predominance in small- and medium-sized markets. Fitch
expects net video subscribers, including MVPD, to decline in the
low single-digit range.
DERIVATION SUMMARY
Gray's 'BB-' IDR reflects its smaller scale and higher leverage
relative to the larger and more diversified media peers like
ViacomCBS, Inc. (BBB/Stable) and Discovery Communications
(BBB-/Stable). Gray's ratings reflect the company's high leverage,
which is offset by the company's enhanced scale and competitive
position following the Raycom acquisition. Gray is the
fifth-largest independent station group by U.S. TV household reach
but maintains the highest broadcast revenue per television
household owing to its strong portfolio of highly ranked television
stations. Gray has the first-ranked television stations in 69 of
its 94 markets and the first and second -ranked television stations
in 87 markets. Fitch notes that highly ranked stations garner a
larger share of the local and political advertising revenues in
their markets. Gray also has a favorable mix of affiliated stations
weighted toward CBS and NBC and ABC. Gray has a similar leverage
profile as E.W. Scripps (B+/Rating Watch Negative). However, Gray
benefits from a local television station portfolio with stations
ranked number one or number in most of its markets and has
significant exposure in political battleground geographies. Gray's
EBITDA margins, in the high 30% range (two-year average), lead the
peer group. By comparison, Fitch expects Scripps' EBITDA margins
will remain in the low-to-mid 20% range (even-odd year average).
KEY ASSUMPTIONS
-- Core advertising declines in mid-double digits in 2020,
rebounding in 2021. Core advertising returns to flat to low
single-digit declines thereafter.
-- Political advertising revenues of roughly $288 million in 2020
with strong presidential cycle (midrange of public guidance for
$275 million-$300 million).
-- Gross retransmission revenue growth will decelerate over the
ratings horizon to high-single digits as rate escalators are offset
by declines in the subscriber base.
-- EBITDA margins are soft in 2020 owing to declining core
advertising revenues and high degree of fixed costs. EBITDA also
fluctuates, reflecting even-year cyclical revenues. Margins
compress as a growing percentage of retransmission revenues are
paid to the networks in reverse retransmission compensation.
-- Capex in a range of 4% of revenues annually.
-- Fitch assumes Gray uses a meaningful portion of excess cash
flow to focus on near-term debt reduction and beyond that time
frame balances acquisitions and shareholder returns.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Fitch would consider stabilizing the outlook once there is
more clarity over the duration of the coronavirus pandemic and a
resultant economic and ad recession and the timeframe for the
resumption of a normal course of business.
-- Over the longer term, the two-year average total leverage
(Total Debt with Equity Credit/EBITDA) sustained below 4.5x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Any longer lasting impacts to consumer behavior or a deeper
macroeconomic shock that delays Gray's efforts to reduce and
sustain average two-year total leverage below 5.5x on a sustained
basis will likely lead to a negative rating action.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Liquidity is supported by $485 million in
balance sheet cash as of Oct. 6, 2020 and availability under the
$200 million revolver. Gray does not have any required debt
amortization under its existing term loan B and the next sizable
maturity is not until 2024. Declining advertising revenues will
pressure both EBITDA and FCF generation over the near term.
However, Fitch expects that Gray will still generate a meaningful
amount of FCF even with a pullback in advertisers' marketing
budget. Gray and other local broadcasters benefit from having a
more material cushion from retransmission and political advertising
revenues than prior economic downturns.
Gray's first-lien credit facilities have modest covenant
protections. The revolver has one financial maintenance covenant, a
first-lien net leverage ratio of 4.50x, which steps down to 4.25x
in 2021 and is only tested when the revolver is drawn. The
first-lien credit facilities also require a 50% excess cash flow
sweep when first-lien net leverage is greater than 4.50x, stepping
down to 25% when leverage is greater than 3.75x and 0% otherwise.
REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING
The principal sources of information used in the analysis are
described in the Applicable Criteria.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
HIGH RIDGE: Unsecureds Will be Funded From GUC Reserve
------------------------------------------------------
HRB Winddown Inc., et al. submitted a Amended Combined Disclosure
Statement and Joint Chapter 11 Plan of Liquidation.
Holders of Class 3 Prepetition First Lien Claims in the amount of
$275.12 million will recover 35% to 36% of claims. They will
receive pro rata share of distributions on account of the
Non-Liquidating Trust Debtor Assets, which includes all assets of
the Debtors' Estates other than the GUC Reserve, Indenture Trustee
Fee Reserve, and Retained Estate Causes of Action, including the
(i) 363 Sales Proceeds, and (ii) Debtors' Cash (after funding the
Professional Fee Escrow Account, Disputed Claim Reserve, GUC
Reserve, Plan Administrator Operating Reserve and Indenture Trustee
Fee Reserve, after satisfaction of, or reserve for, First Tier
Claims4); provided, however, that each Holder of an Allowed Class 3
Prepetition First Lien Claim shall receive only 38% of the Net
Federal Tax Refunds, with the remaining 62% of the Net Federal Tax
Refunds to be distributed to the Liquidating Trust.
Class 4: General Unsecured Claims with estimated amount of claims
up to approximately $3.6 million will receive payments from the GUC
Reserve.
Class 5: Unsecured Notes Claims to be allowed in the sum of
$266,832,967 will recover 4% to 5%. Each Holder of an Allowed
Unsecured Notes Claim will receive its pro rata share of
Distributions on account of the Liquidating Trust Debtor Assets
other than the GUC Cash Distribution Amount, which includes (a)
Cash (to be funded from the GUC Reserve) equal to its pro rata
share of the Notes Cash Distribution Amount, to be distributed
among Holders of Allowed Unsecured Notes Claims, plus (b)
Liquidating Trust Interests entitling such Holder to its pro rata
share of Distributions (net of the Liquidating Trust Operating
Reserve) from (i) the remaining GUC Reserve, (ii) proceeds of
Retained Estate Causes of Action, (iii) proceeds of Retained
Non-Estate Causes of Action, and (iv) 62% of the Net Federal Tax
Refunds. The Liquidating Trust will distribute amounts received
representing 62% of the Net Federal Tax Refunds to Beneficiaries
promptly upon receipt by the Liquidating Trust, provided that, the
Liquidating Trust may retain funds necessary to fund the
Liquidating Trust Operating Reserve, in the reasonable judgment of
the Liquidating Trustee in consultation with the Oversight
Committee, provided further that, absent the written consent of the
Oversight Committee, the Liquidating Trust may retain no more than
$250,000 of such amount as additional funding of the Liquidating
Trust Operating Reserve.
Class 7: Interests will be extinguished as of the Effective Date,
and owners thereof shall receive no Distribution on account of such
interests.
"Net Federal Tax Refunds" shall mean any amounts received by the
Debtors or the Plan Administrator on account of the Federal Tax
Refund Claims, which the Debtors currently estimate to total
approximately $7 million, less the amount of reasonable fees and
expenses incurred and paid by the Debtors or the Plan Administrator
in connection with pursuing the Federal Tax Refund Claims.
"Notes Cash Distribution Amount" shall mean not less than
$5,500,000.
Under the Plan, "Released Parties" will mean each of, and solely in
its capacity as such, (a) the Debtors and the Estates, (b) the
Secured Lender Parties, (c) the Debtors’ officers and directors
as of the Petition Date, (d) the Committee, (e) the Professionals
and (f) the Sponsor; provided, however, that Released Parties shall
exclude any of the foregoing parties that makes a Release Opt-Out
Election
"Sponsor" shall mean the funds or accounts managed, advised or
sub-advised by Clayton Dubilier & Rice LLC that hold Interests
collectively representing approximately 98.4% of the Debtors’
equity interests, in their respective capacities as such.
A full-text copy of the Disclosure Statement dated August 19, 2020,
is available at https://tinyurl.com/y58atbwh from PacerMonitor.com
at no charge.
Counsel to the Debtors:
Robert S. Brady
Edmon L. Morton
Kenneth J. Enos
YOUNG CONAWAY STARGATT & TAYLOR, LLP
1000 North King Street
Wilmington, Delaware 19801
Telephone: (302) 571-6600
M. Natasha Labovitz
Nick S. Kaluk, III
DEBEVOISE & PLIMPTON LLP
919 Third Avenue
New York, New York 10022
Telephone: (212) 909-6000
Facsimile: (212) 909-6836
Counsel for the Committee:
Steven J. Reisman
Jerry L. Hall
James V. Drew
KATTEN MUCHIN ROSENMAN LLP
575 Madison Avenue
New York, New York 10022-2585
Telephone: (212) 940-8800
Jeremy W. Ryan
Aaron H. Stulman
POTTER ANDERSON & CORROON LLP
1313 N. Market Street, 6th Floor
Wilmington, Delaware 19801
Telephone: (302) 984-6000
About High Ridge Brands
Headquartered in Stamford, Connecticut, High Ridge Brands --
http://www.highridgebrands.com/-- is one of the largest
independent branded personal care companies in the United States by
unit volume, with a mission to craft extraordinary experiences for
savvy consumers. Today, High Ridge Brands has a portfolio of over
thirteen trusted brands, serving primarily North American skin
cleansing, hair care and oral care markets, including Zest(R),
Alberto VO5(R), REACH(R), Firefly(R), Dr. Fresh(R), Coast(R), White
Rain(R), LA Looks(R), Zero Frizz(R), Rave(R), Salon Grafix(R),
Binaca(R) and Thicker Fuller Hair(R). In addition, the Company has
relationships with leading entertainment properties through which
it has a portfolio of licenses such as Star Wars, Batman,
Spiderman, Hello Kitty, and Transformers. The Company operates an
asset-light model, outsourcing its manufacturing needs, and has
approximately 140 employees.
The Debtors sought Chapter 11 protection (Bankr. D. Del. Case No.
9-12689) on Dec. 18, 2019. The Debtor affiliates include High
Ridge Brands Holdings, Inc., HRB Midco, Inc., HRB Buyer, Inc., High
Ridge Brands Co., Golden Sun, Inc., Continental Fragrances, Ltd.,
Freshcorp, Inc., Children Oral Care, LLC, and Dr. Fresh, LLC.
Judge Brendan Linehan Shannon is assigned to the cases.
Young Conaway Stargatt & Taylor, LLP, is the Debtors' counsel.
Debevoise & Plimpton LLP is corporate, finance and litigation
counsel to the Debtors. PJT Partners LP is the Debtors' investment
banker.
IMERYS TALC: Certain Insurers Object to Disclosure Statement
------------------------------------------------------------
Century Indemnity Company, et al. (collectively, the "Chubb
Insurers") and TIG Insurance Company, et al., (collectively, the
"RiverStone Insurers"), collectively with the Chubb Insurers and
the RiverStone Insurers, "Certain Insurers" object to both (i) the
proposed Disclosure Statement for Imerys Talc America, Inc., et
al.'s Amended Plan and (ii) Debtors' proposed confirmation.
According to Certain Insurers, Debtors' failure to provide the TDPs
or discuss them in the disclosure statement means that the
disclosure statement does not provide "adequate information".
Certain Insurers assert that the disclosure statement's discussion
of the "J&J Protocol" and the "J&J Protocol Order" is affirmatively
misleading and confusing, precluding approval of the disclosure
statement.
Certain Insurers point out that by repeatedly discussing the J&J
Protocol and J&J Protocol Order, the disclosure statement
misleadingly indicates that the protocol and the order actually
exist and will be implemented through the Plan.
Certain Insurers complain that the fact that there is no J&J
Protocol Order makes it impossible for Class 4 claimants (including
holders of Indirect Talc Personal Insurer Claims such as the Chubb
Insurers and the RiverStone Insurers) to determine how they would
be treated under the Plan.
According to Certain Insurers, the disclosure statement cannot be
approved because Debtors have failed to comply with Bankruptcy Rule
3017.
Certain Insurers assert that the Debtors still have not filed the
TDPs, which means the disclosure statement remains incomplete in
critical respects.
Certain Insurers point out that the Debtors' proposed schedule did
not make sense in May, and Certain Insurers objected to it.
Certain Insurers complain that if the August 26 hearing goes
forward as scheduled, two months of Debtors’ already
unrealistically tight and prejudicial proposed schedule will have
passed without a disclosure statement hearing having taken place.
Debtors have not said what schedule they would ask for now.
Attorneys for Century Indemnity Company,
Federal Insurance Company, Central National
Insurance Company of Omaha, and Zurich
American Insurance Company:
Marc S. Casarino
WHITE AND WILLIAMS LLP
Courthouse Square
600 N. King Street, Suite 800
Wilmington, Delaware 19801
Phone: (302) 654-0424
E-mail: casarinom@whiteandwilliams.com
Mark D. Plevin
CROWELL & MORING LLP
Three Embarcadero Center, 26th Floor
San Francisco, California 94111
Phone: (415) 986-2800
E-mail: mplevin@crowell.com
Tacie H. Yoon
CROWELL & MORING LLP
1001 Pennsylvania Ave., N.W.
Washington, D.C. 20004
Phone: (202) 624-2500
Email: tyoon@crowell.com
Attorneys for TIG Insurance Company, as
successor by merger to International Insurance
Company, International Surplus Lines Insurance
Company, Mt. McKinley Insurance Company
(formerly known as Gibraltar Insurance
Company), Fairmont Premier Insurance Company
(formerly known as Transamerica Premier
Insurance Company), Everest Reinsurance
Company (formerly known as Prudential
Reinsurance Company), and The North River
Insurance Company:
Marc J. Phillips
MONTGOMERY MCCRACKEN WALKER & RHOADS LLP
1105 North Market Street
Suite 1500
Wilmington, Delaware 19801
Phone: 302-504-7823
Fax: 215-731-3777
mphillips@mmwr.com
George R. Calhoun
IFRAH PLLC
1717 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
Phone: (202) 525-4147
george@ifrahlaw.com
Attorneys for The American Insurance Company:
John S. Spadaro
JOHN SHEEHAN SPADARO LLC
724 Yorklyn Rd, #375
Hockessin, Delaware 19707
Telephone: (302) 235-7745
E-mail: jspadaro@johnsheehanspadaro.com
Leslie A. Davis
TROUTMAN SANDERS LLP
401 9th Street, N.W.
Washington, DC 20004
Telephone: (202) 274-2950
Leslie.davis@troutman.com
About Imerys Talc America
Imerys Talc and its
subsidiaries--https://www.imerys-performance-additives.com/ -- are
in the business of mining, processing, selling, and distributing
talc. Talc is a hydrated magnesium silicate that is used in the
manufacturing of dozens of products in a variety of sectors,
including coatings, rubber, paper, polymers, cosmetics, food, and
pharmaceuticals. Its talc operations include talc mines, plants,
and distribution facilities located in: Montana (Yellowstone,
Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas
(Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet).
It also utilizes offices located in San Jose, California and
Roswell, Georgia.
Imerys Talc America, Inc., and two subsidiaries, namely Imerys Talc
Vermont, Inc., and Imerys Talc Canada Inc., sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13,
2019.
The Debtors were estimated to have $100 million to $500 million in
assets and $50 million to $100 million in liabilities as of the
bankruptcy filing.
The Hon. Laurie Selber Silverstein is the case judge.
The Debtors tapped Richards, Layton & Finger, P.A., and Latham &
Watkins LLP as counsel; Alvarez & Marsal North America, LLC as
financial advisor; and Prime Clerk LLC as claims agent.
IMERYS TALC: Providence Washington Objects to Disclosure Statement
------------------------------------------------------------------
Providence Washington Insurance Company, as successor in interest
to Seaton Insurance Company, successor in interest to Unigard
Mutual Insurance Company (collectively "PWIC"), filed its joinder
to the Certain Insurers' objection to Imerys Talc America, Inc., et
al.'s Disclosure Statement for Amended Plan and Proposed
Confirmation Schedule.
PWIC joins in the Certain Insurers' Objection to emphasize that the
Disclosure Statement for Amended Joint Chapter 11 Plan of
Reorganization of Imerys Talc American, Inc. and Its Debtor
Affiliates Under Chapter 11 of the Bankruptcy Code still does not
provide "adequate information" within the meaning of Sec. 1125 of
the Bankruptcy Code.
PWIC points out that the Trust Distribution Procedures (the
"TDPs"), which are essential to understanding how the proposed plan
may adversely impact the interests of PWIC and other creditors,
have still not been filed.
PWIC asserts that the J&J Protocol and the J&J Protocol Order do
not exist.
Counsel to Providence Washington Mutual
Insurance Company, as successor in interest to
Seaton Insurance Company, successor in interest to
Unigard Mutual Insurance Company:
Rafael X. Zahralddin-Aravena
Eric M. Sutty
1105 North Market Street, Suite 1700
Wilmington, DE 19801
Telephone: (302) 384-9400
E-mail: rxza@elliottgreenleaf.com
ems@elliottgreenleaf.com
- and -
Lawrence A. Tabb, Esq.
MUSICK, PEELER & GARRETT LLP
624 S. Grand Avenue, Suite 2000
Los Angeles, CA 90017
Telephone: (213) 629-7797
E-mail: l.tabb@musickpeeler.com
- and -
Chad A. Westfall, Esq.
MUSICK, PEELER & GARRETT LLP
1 Post Street, Suite 600
San Francisco, CA 94104
Telephone: (415) 281-2030
Email: c.westfall@musickpeeler.com
About Imerys Talc America
Imerys Talc and its subsidiaries --
https://www.imerys-performance-additives.com/ -- are in the
business of mining, processing, selling, and distributing talc.
Talc is a hydrated magnesium silicate that is used in the
manufacturing of dozens of products in a variety of sectors,
including coatings, rubber, paper, polymers, cosmetics, food, and
pharmaceuticals. Its talc operations include talc mines, plants,
and distribution facilities located in: Montana (Yellowstone,
Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas
(Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet).
It also utilizes offices located in San Jose, California and
Roswell, Georgia.
Imerys Talc America, Inc., and two subsidiaries, namely Imerys Talc
Vermont, Inc., and Imerys Talc Canada Inc., sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13,
2019.
The Debtors were estimated to have $100 million to $500 million in
assets and $50 million to $100 million in liabilities as of the
bankruptcy filing.
The Hon. Laurie Selber Silverstein is the case judge.
The Debtors tapped Richards, Layton & Finger, P.A., and Latham &
Watkins LLP as counsel; Alvarez & Marsal North America, LLC as
financial advisor; and Prime Clerk LLC as claims agent.
JAGUAR HEALTH: Inks Royalty Interest Purchase Deal with Iliad
-------------------------------------------------------------
Jaguar Health, Inc., entered into a royalty interest purchase
agreement with Iliad Research and Trading, L.P., a Utah limited
partnership affiliated with Chicago Venture Partners, L.P.,
pursuant to which the Company sold to Iliad a royalty interest
entitling Iliad to receive $12,000,000 of future royalties on sales
of Mytesi (crofelemer) and certain up-front license fees and
milestone payments from licensees and/or distributors for an
aggregate purchase price of $6,000,000. The Company will use the
proceeds to support advancement of research activities associated
with its pipeline, including the Company's lead product candidate,
crofelemer for cancer therapy-related diarrhea, and general
corporate purposes. Interest will accrue on the Royalty Repayment
Amount at a rate of 10% per annum, compounding quarterly.
The Company will be obligated to make minimum royalty payments on a
monthly basis beginning on May 10, 2021 in an amount equal to the
greater of (i) $250,000 (which increases to $400,000 beginning on
Oct. 9, 2021, $600,000 beginning on April 9, 2022, and $750,000
beginning on Oct. 9, 2022) and (ii) 10% of the Company's net sales
of Mytesi and 10% of worldwide revenues related to upfront
licensing fees and milestone payments from licensees and/or
distributors, but specifically excluding licensing fees and/or
milestone payments that are reimbursements of clinical trial
expenses.
Pursuant to the terms of the Royalty Interest, if the volume
weighted average price of the Company's common stock, par value
$0.0001 per share for a given calendar week is not equal to or
greater than $0.3035 at least twice during each calendar month
during the six-month period beginning on Nov. 1, 2020, then the
Royalty Repayment Amount will automatically be increased by $6
million at the end of such six-month period. Upon mutual agreement
the parties may agree to consummate additional royalty financings
of approximately $5 million and $6 million in February 2021 and
July 2021, respectively.
Under the Purchase Agreement, the Company is subject to certain
covenants, including the obligations of the Company to: (i) timely
file all reports required to be filed under Sections 13 or 15(d) of
the Securities Exchange Act of 1934, as amended and not terminate
its status as an issuer required to file reports under the Exchange
Act; (ii) maintain listing of the Company's common stock on a
securities exchange; (iii) avoid trading in the Company's common
stock from being suspended, halted, chilled, frozen or otherwise
ceased; (iv) not consummate any sale or liquidation of all or
substantially all of the Company's business or any material asset
outside the ordinary course of business without Iliad's prior
consent unless an acquiring party specifically agrees to assume all
rights and obligations associated with the Royalty Interest and, in
Iliad's discretion, is capable of fulfilling such obligations, (v)
not grant a security or royalty interest in Mytesi for the primary
purposes of raising capital without Iliad's prior written consent,
(vi) provide Mytesi revenue and net sales information to Iliad on a
quarterly basis and (vii) other customary covenants and
obligations, for which the Company's failure to comply may be
subject to certain liquidated damages, including a right for Iliad
to increase the Royalty Repayment Amount by 15%.
Exchange Agreement
On Oct. 8, 2020, the Company entered into an exchange agreement
with Iliad, pursuant to which the Company and Iliad agreed to
exchange the 285,000 shares of the Company's Series C Perpetual
Preferred Stock, par value $0.0001 per share held by Iliad for (i)
250,000 shares of Common Stock and (ii) pre-funded warrants to
purchase 7,057,692 shares of Common Stock. The Exchange Agreement
also includes customary representations, warranties and covenants
between the parties.
The Exchange Securities are being issued by the Company pursuant to
a registration statement on Form S-3 (333-248763), which was
declared effective on Sept. 23, 2020, including the related base
prospectus contained therein and a prospectus supplement that the
Company intends to file on Oct. 9, 2020.
The Pre-Funded Warrants were issued to Iliad, whose receipt of any
shares of Common Stock beyond the Exchange Shares would otherwise
result in Iliad, together with its affiliates and certain related
parties, beneficially owning more than 9.99% of the Company's
outstanding Common Stock, in lieu of additional shares of Common
Stock in exchange for the Original Shares. Each Pre-Funded Warrant
represents the right to purchase one share of Common Stock at an
exercise price of $0.0001 per share. The Pre-Funded Warrants are
exercisable immediately and may be exercised at any time until the
Pre-Funded Warrants are exercised in full. The Pre-Funded Warrants
provide that the number of shares that may be exercised shall be
limited to ensure that, following such exercise, the number of
shares of Common Stock beneficially owned by Iliad does not exceed
9.99% of the total number of shares of Common Stock then issued and
outstanding.
About Jaguar Health
Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial
stage pharmaceuticals company focused on developing novel,
sustainably derived gastrointestinal products on a global basis.
The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc.,
focuses on developing and commercializing proprietary human
gastrointestinal pharmaceuticals for the global marketplace from
plants used traditionally in rainforest areas. Its Mytesi
(crofelemer) product is approved by the U.S. FDA for the
symptomatic relief of noninfectious diarrhea in adults with
HIV/AIDS on antiretroviral therapy.
Jaguar reported a net loss of $38.54 million for the year ended
Dec. 31, 2019, compared to a net loss of $32.15 million for the
year ended Dec. 31, 2018. As of June 30, 2020, the Company had
$37.58 million in total assets, $25.16 million in total
liabilities, $10.88 million in Series A redeemable convertible
preferred stock, and $1.54 million in total stockholders' equity.
Mayer Hoffman McCann P.C., in San Francisco, California, the
Company's auditor since 2019, issued a "going concern"
qualification in its report dated April 2, 2020 citing that the
Company has experienced losses since inception, significant cash
used in operations, and is dependent on future financing to meet
its obligations and fund its planned operations. These conditions
raise substantial doubt about its ability to continue as a going
concern.
JAGUAR HEALTH: Signs Fee Settlement Agreement with Atlas Sciences
-----------------------------------------------------------------
Jaguar Health, Inc. entered into a fee settlement agreement with
Atlas Sciences, LLC, an affiliate of the Company's secured lender
Chicago Venture Partners, L.P., pursuant to which the Company
issued to Atlas (i) 2,000,000 shares of the Company's common stock,
par value $0.0001 per share and (ii) pre-funded warrants to
purchase 6,218,954 shares of Common Stock as complete settlement
and satisfaction of a trial delay fee of $2,515,000 for an
effective offering price of $0.306 per share, which equals the
Minimum Price as defined under Nasdaq Listing Rule 5635(d).
As previously disclosed, the Company and Atlas entered into that
certain license agreement, dated April 15, 2020, by and between the
Company and Atlas with respect to certain patents and patent
applications relating to the Company's NP-500 drug product
candidate, which agreement was amended on July 30, 2020. Pursuant
to the License Agreement, the Company agreed to initiate a proof of
concept Phase 2 study of NP-500 under an investigational new drug
application with the U.S. Food and Drug Administration or an
IND-equivalent dossier under appropriate regulatory authorities on
or before Jan. 15, 2021 and pay Atlas the Trial Delay Fee if the
Company failed to initiate the Phase 2 study by the Study
Initiation Deadline.
The Settlement Securities are being issued by the Company pursuant
to a registration statement on Form S-3 (333-248763), which was
declared effective by the Securities and Exchange Commission on
Sept. 23, 2020, including the related base prospectus contained
therein and a prospectus supplement that the Company intends to
file on Oct. 9, 2020.
The Pre-Funded Warrants were issued to Atlas, whose receipt of any
shares of Common Stock beyond the Settlement Shares would otherwise
result in Atlas, together with its affiliates and certain related
parties, beneficially owning more than 9.99% of the Company's
outstanding Common Stock, in lieu of additional shares of Common
Stock as satisfaction and settlement of the Fee Payment Obligation.
Each Pre-Funded Warrant represents the right to purchase one share
of Common Stock at an exercise price of $0.0001 per share. The
Pre-Funded Warrants are exercisable immediately and may be
exercised at any time until the Pre-Funded Warrants are exercised
in full. The Pre-Funded Warrants provide that the number of shares
that may be exercised shall be limited to ensure that, following
such exercise, the number of shares of Common Stock beneficially
owned by Atlas does not exceed 9.99% of the total number of shares
of Common Stock then issued and outstanding.
About Jaguar Health
Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial
stage pharmaceuticals company focused on developing novel,
sustainably derived gastrointestinal products on a global basis.
The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc.,
focuses on developing and commercializing proprietary human
gastrointestinal pharmaceuticals for the global marketplace from
plants used traditionally in rainforest areas. Its Mytesi
(crofelemer) product is approved by the U.S. FDA for the
symptomatic relief of noninfectious diarrhea in adults with
HIV/AIDS on antiretroviral therapy.
Jaguar reported a net loss of $38.54 million for the year ended
Dec. 31, 2019, compared to a net loss of $32.15 million for the
year ended Dec. 31, 2018. As of June 30, 2020, the Company had
$37.58 million in total assets, $25.16 million in total
liabilities, $10.88 million in Series A redeemable convertible
preferred stock, and $1.54 million in total stockholders' equity.
Mayer Hoffman McCann P.C., in San Francisco, California,
theCompany's auditor since 2019, issued a "going concern"
qualification in its report dated April 2, 2020 citing that the
Company has experienced losses since inception, significant cash
used in operations, and is dependent on future financing to meet
its obligations and fund its planned operations. These conditions
raise substantial doubt about its ability to continue as a going
concern.
JONATHAN R. SORELLE: Says Bank Objection Disclosures Unfounded
--------------------------------------------------------------
Debtors Jonathan R. Sorelle, M.D., PLLC, ("PLLC"), The Minimally
Invasive Hand Institute, LLC ("MIHI") and Jonathan R. Sorelle ("Dr.
Sorelle") responded to objections to the Disclosure Statement.
The Debtors assert that the objection to the Disclosure Statement
filed by Nevada State Bank ("NSB") is unfounded. The Debtors
submit the Disclosure Statement provides ample information for NSB,
a contingent creditor, to make an informed decision about the
Debtors' Chapter 11 Plan of Reorganization (the "Plan").
Importantly, the Plan does not impair to change any of NSB's rights
with respect to its direct borrowers, its lien rights or its
physical collateral. As such, NSB's objections are simply
misplaced.
The Debtors submit they have provided sufficient information
pursuant to Section 1125(a) for NSB to evaluate the Plan and the
Disclosure Statement (as it may be amended) should be approved.
The Debtors appreciate the concerns of NSB regarding the adequacy
of information contained in the Disclosure Statement. The Debtors
will address those concerns herein, and to the extent appropriate,
are willing to make appropriate amendments to the Disclosure
Statement.
The Debtors point out that NSB's arguments in connection with the
confirmability of the Plan, however, are premature and not
appropriate for consideration at the disclosure statement stage.
Indeed, arguments regarding feasibility are not appropriate at this
stage and such arguments are better reserved and addressed at
confirmation.
The Debtors further point out that the Disclosure Statement does
not need to account for these monthly payments to NSB, because the
borrowers under these secured loans are non-debtor entities. The
borrower entities are not debtors such that "adequate information"
regarding the debts of these non-debtor entities would be required
under Section 1125(a).
Attorneys for the Debtors:
Samuel A. Schwartz, Esq.
SCHWARTZ LAW, PLLC
601 East Bridger Avenue
Las Vegas, NV 89101
Telephone: 702.385.5544
Facsimile: 702.385.2741
E-mail: saschwartz@nvfirm.com
About Jonathan R. Sorelle M.D.
Jonathan R. Sorelle, M.D., PLLC, The Minimally Invasive Hand
Institute, LLC and Jonathan R. Sorelle, filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev.
Case Nos. 19-17870, 19-17871 and 19-17872, respectively) on Dec.
12, 2019. The Debtors each listed less than $1 million in both
assets and liabilities. The Debtors tapped Brownstein Hyatt Farber
Schreck, LLP as their legal counsel, and Inouye CPA LLC as their
accountant.
KANAWHA COUNTY: Moody's Cuts Rating on Series 2013 Bonds to B1
--------------------------------------------------------------
Moody's Investors Service has downgraded the rating of the Kanawha
County Commission, West Virginia's Student Housing Revenue Bonds
(The West Virginia State University Foundation Project) Series 2013
to B1 from Ba3; outlook remains negative. This action concludes the
review for possible downgrade initiated on September 4, 2020.
RATINGS RATIONALE
The rating downgrade is based on weak Fall 2020 occupancy of 71% at
the student housing project (Judge Damon J. Keith Hall), which will
likely trigger required payments from West Virginia State
University (WVSU or the University) under the Contingent Lease
Agreement, in order for the project to maintain a minimum fixed
charges coverage ratio (FCCR) of 1.0x. Occupancy challenges for
Fall 2020 are attributable to a 10% enrollment decline at WVSU for
Fall 2020, which may be due in part to the impact of the
coronavirus pandemic and a partial shift to a hybrid learning
model. As the manager of the project, WVSU provides significant
operating expense and revenue back-stop guarantees to the project,
but in its view the University faces considerable financial and
operational challenges in funding any shortfalls at the project.
The project is the newest housing structure on the University
campus and benefits from close affiliation between the owner and
borrower (WVSU Foundation) and the University. Based on fiscal year
2019 operations at 98% occupancy for Fall 2018 and 82% occupancy
for Spring 2019, the project generated a 1.17x FCCR prior to
payment of subordinated expenses. The project's financial position
benefits from the University's support for the project through the
subordination of over 80% of its operational expenses. The
University's strict enforcement of its on-campus housing
requirement for all first- and second-year students, unless the
student meets exemption criteria, adds further support. In
addition, the bond trustee reports a fully funded debt service
reserve equivalent to maximum annual debt service.
Moody's regards the coronavirus pandemic as a social risk under its
ESG framework given the substantial implications for public health
and safety. The rating downgrade reflects the pandemic's impact on
university housing demand and overall project performance. Moody's
similarly views potential near-term changes in student behavior
that may arise from extended campus restrictions as a social risk.
RATING OUTLOOK
The negative outlook incorporates the projects materially weakened
financial position at current occupancy levels, which raises the
possibility of future reliance on payments from the University
(rated B1/Negative) under its Contingent Lease Agreement, due to
reduced rental payments at the project.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING
- Upgrade of the University rating
- A sustained increase in operating revenues at the Project
coupled with solid demand growth
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING
- Further downgrade of the University
- Failure of the University to fund occupancy shortfalls or
subordinated expenses
- Lack of timely and detailed information on project operations
LEGAL SECURITY
The bonds are limited obligations of the Issuer, The County
Commission of Kanawha County, payable from the pledged revenues of
a 291-bed student housing facility on the campus of the WVSU and
further secured by a lien on underlying assets and contracts, as
specified in the security agreements between the West Virginia
State University Foundation, Inc. and The Huntington National Bank.
The bond documents do not provide recourse against either the WVSU
Foundation or the University.
KATHLEEN CAMPBELL: $14K Sale of Jeffersonville Property Approved
----------------------------------------------------------------
Judge Joan A. Lloyd of the U.S. Bankruptcy Court for the Western
District of Kentucky authorized Kathleen Fritz Campbell's sale of a
.25-acre portion of undeveloped frontage real estate located on
Aldridge Court, which is part of Woodland Court in Jeffersonville,
Indiana, to Ivan Izquierdo for $14,000.
The Sale Agreement, and all of the terms and conditions thereof and
the transactions contemplated thereby, are approved.
The Debtor and her non-debtor spouse are the legal and equitable
owners of the .25 Acre Tract and, upon entry of the Sale Order, the
Debtor will have full authority to consummate the Sale contemplated
by the Sale Agreement in accordance with the Order.
The Sale will be concluded on a date mutually agreeable to the
Debtor and the Purchaser.
All net proceeds of the sale will be paid over to the Internal
Revenue Service for application to its secured claim in the
bankruptcy.
Following the sale, the lien of the IRS will be discharged as to
the .25 Acre Tract, but it will remain of record against all other
property in Clark County, Indiana owned by Kathleen F. Campbell and
Jeffrey A. Campbell in accordance with federal law.
The Order constitutes a final order within the meaning of 28 U.S.C.
Section 158(a). Notwithstanding Bankruptcy Rules 6004(h) and
6006(d), and to any extent necessary under Bankruptcy Rule 9014 and
Rule 54(b) of the Federal Rules of Civil Procedure, as made
applicable by Bankruptcy Rule 7054, the Court expressly finds that
there is no just reason for delay in the implementation of the
Order, and expressly directs entry of judgment as set forth.
A certified copy of the Order will be filed of record by the Clark
County Recorder's Office and upon recordation of the Order and the
Deed from the Debtor to the Purchaser such office will partially
discharge the .25-acre tract of land from the IRS Notice of Federal
Tax Lien recorded on March 2, 2018 as document number 201803435.
The Order will take immediate effect and the 14-day stay period
provided by Bankruptcy Rules 6004(h) and 6006(d) will not apply so
that the sale may close immediately.
A copy of the Agreement is available at
https://tinyurl.com/y4d7m4yl from PacerMonitor.com free of charge.
Kathleen Fritz Campbell sought Chapter 11 protection (Bankr. W.D.
Ky. Case No. 18-33552) on Nov. 20, 2018. The Debtor tapped
Michael
W. McClain, Esq., at McClain Dewees, PLLC, as counsel.
KHAN REAL ESTATE: Seeks to Hire Real Estate Brokers
---------------------------------------------------
Khan Real Estate LLC, seeks authority from the U.S. Bankruptcy
Court for the District of Montana to employ 1st Realty Big Sky Bid
Real Estate Auctions, and Amber Hotel Company, as real estate
brokers to the Debtors.
The Firms will assist the Debtor in listing, advertising, and
selling the Debtor's real property located in Billings, Yellowstone
County, Montana.
The Firms will be paid a commission of 6% of the sales price. From
the commission on the sale of the property, 1st Realty Big will be
paid a licensing fee in the amount of $3,000 from Amber Hotel,
pursuant to the Out-of-State Licensing Agreement.
To the best of the Debtor's knowledge the firms are a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.
The Firms can be reached at:
Erich Gabriel
1st Realty Big Sky Bid
Real Estate Auctions
PO Box 2300
Billings, MT 59104
- and –
Tim Takao, Esq.
Amber Hotel Company
28632 Roadside Drive, Suite 160
Agoura Hills, CA 91301
Tel: (818) 851-3300
About Khan Real Estate
Khan Real Estate LLC is a single asset real estate (as defined in
11 U.S.C. Section 101(51B)). Its principal assets are located in
Billings, Mont., having an appraised value of $1.69 million.
Khan Real Estate sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mont. Case No. 20-10140) on July 27,
2020. The petition was signed by Mansoor A. Khan, member. At the
time of the filing, the Debtor disclosed total assets of $1,870,711
and total liabilities of $1,210,322. Judge Benjamin P. Hursh
oversees the case. Patten, Peterman, Bekkedahl & Green, PLLC is
the Debtor's legal counsel.
LA DHILLON INVESTMENTS: Hires Gold Weems as Counsel
---------------------------------------------------
La Dhillon Investments, LLC, seeks authority from the U.S.
Bankruptcy Court for the Western District of Louisiana to employ
Gold Weems Bruser Sues & Rundell, APLC, as counsel to the Debtor.
La Dhillon Investments requires Gold Weems to give the Debtor legal
advice with respect to Debtor's powers and duties as
debtor-in-possession in the continued operation of the Debtor's
business and management of the Debtor's property, and to perform
all legal services for the debtor-in-possession which may be
necessary herein.
Gold Weems will be paid based upon its normal and usual hourly
billing rates.
Gold Weems received from the Debtor the amount of $22,000, which
was deposited in the Firm's trust account. Immediately prior to
filing of the petition, Gold Weems disbursed $12,162 for fees
incurred prior to filing, and $1,717 in filing fee. The remaining
balance of $8,121 is held in the Firm's trust account.
Gold Weems will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Bradley L. Drell, partner of Gold Weems Bruser Sues & Rundell,
APLC, 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.
Gold Weems can be reached at:
Bradley L. Drell, Esq.
Heather M. Mathews, Esq.
GOLD WEEMS BRUSER SUES & RUNDELL
P. O. Box 6118
Alexandria, LA 71307-6118
Tel: (318) 445-6471
Fax: (318) 445-6476
E-mail: bdrell@goldweems.com
About La Dhillon Investments
La Dhillon Investments, LLC, based in Ruston, LA, filed a Chapter
11 petition (Bankr. W.D. La. Case No. 20-30840) on Sept. 14, 2020.
In the petition signed by Devinder Singh, owner, the Debtor was
estimated to have $0 to $50,000 in assets and $1 million to $10
million in liabilities. The Hon. John S. Hodge presides over the
case. Gold Weems Bruser Sues & Rundell, serves as bankruptcy
counsel to the Debtor.
LAPEER INDUSTRIES: Hires Amherst Partners as Financial Advisor
--------------------------------------------------------------
Lapeer Industries, Inc., seeks authority from the U.S. Bankruptcy
Court for the Eastern District of Michigan to employ Amherst
Partners LLC, as financial advisor to the Debtor.
Lapeer Industries requires Amherst Partners to:
a. assist the day-to-day operations of the Debtor, with the
input of the Debtor's CEO and Management;
b. provide ongoing cash flow management and cash flow control
with consideration to the status of the Debtor's ability to
borrow funds;
c. develop solution(s) to resolving the current debt structure
of the Debtor;
d. manage, and as appropriate, negotiate on behalf of the
Debtor with their customers;
e. manage and negotiate the relationship with the Debtor's
secured lenders;
f. coordinate the Debtor's efforts to develop alternative
strategies for improving liquidity and assist in the
implementation thereof;
g. assist the Debtor in improving its cash flow and in
managing and conserving cash;
h. assist the Debtor in the development and preparation of an
operating and/or restructuring plan, cash flow forecasts,
and business plan and presentation of such plans and
forecasts to the Debtor, its secured lenders, its
customers, the United States Trustee, and to those
creditors identified by the Debtor;
i. assist the Debtor in evaluating its business, including
identifying non-core assets or operations to market for
sale any portion of or all of the assets or operations of
the Debtor;
j. assist with the preparation of reports ad communications
with the Debtor's lender and other constituencies and serve
as the Debtor's principal management contact with the
Debtor's lender as well as creditors of the Debtor;
k. assist in managing the process of the transaction of the
Debtor, or plan of reorganization, or disposition of
assets;
l. assist in negotiations with existing lenders, creditors,
and other parties in interest in the implementation of a
restructuring transaction or sale process; and
m. have authority to communicate with any party on behalf of
the Debtor, and take any action as deemed by the Advisors
to be in the best interests of the Debtor for the
maximization of the value of the Debtor, subject to the
input of the Debtor's CEO and management.
Amherst Partners will be paid at these hourly rates:
Partners $350
Managing Directors $300
Directors $275
Analysts $225
Paraprofessionals $100
Amherst Partners will be paid a retainer in the amount of $25,000.
Amherst Partners will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Sheldon L. Stone, partner of Amherst Partners LLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Amherst Partners can be reached at:
Sheldon L. Stone
AMHERST PARTNERS LLC
255 East Brown Street Suite 120
Birmingham, MI 48009
Tel: (248) 642-5660
About Lapeer Industries
Lapeer Industries, Inc., is a design, machining and fabrication
company serving the automotive and defense industries. It provides
fabrication, automated welding, machining, painting, assembly and
kitting services.
Lapeer Industries sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mich. Case No. 20-31375) on Aug. 5,
2020. The case was initially assigned to Judge Joel D. Applebaum.
On Aug. 13, 2020, the case was reassigned to Judge Phillip
Shefferly and was assigned a new case number (Case No. 20-48744).
At the time of the filing, the Debtor had estimated assets of less
than $50,000 and liabilities of between $10 million and $50
million.
Winegarden, Haley, Lindholm, Tucker & Himelhoch P.L.C. is the
Debtor's legal counsel. Amherst Partners LLC, is the financial
advisor.
The U.S. Trustee for Regions 3 and 9 appointed a committee to
represent unsecured creditors in the Chapter 11 case of Lapeer
Industries Inc. The Committee hires Miller Canfield Paddock and
Stone, P.L.C., as counsel.
LUCKY TEETH PEDIATRIC: Granted Cash Collateral Use on Final Basis
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas,
Sherman Division, has authorized Lucky Teeth Pediatric Dentistry
PLLC to use cash collateral through December 21, 2020, to the
extent set forth in the Budget to continue the operation of its
business.
The Court said the Debtor, without the prior written approval of
secured lenders Bank of America, N.A. and CHTD Company, is
prohibited from incurring expenses for any line item for an amount
that exceeds the lesser of the amount for such line item in the
Budget and the actual expenditure for such line item.
As adequate protection for the diminution in value in connection
with the use of cash collateral of the Secured Lenders, the Secured
Lenders are granted replacement liens and security interests, in
accordance with Bankruptcy Code Sections 361, 363, 364(c)(2),
364(e), and 552, to the same extent, validity and priority of their
prepetition liens. The replacement liens are automatically
perfected without the need for filing of a UCC-1 financing
statement with the Secretary of State's Office or any other such
act of perfection.
As additional adequate protection for the use of cash collateral,
the Debtor will pay to Bank of America, N.A. the sum of $1,000.00
per month on or before the 20th of every month while any cash
collateral order is in effect beginning October 20.
A copy of the order is available at https://bit.ly/36PrPFl from
PacerMonitor.com.
About Lucky Teeth Pediatric Dentistry
Lucky Teeth Pediatric Dentistry PLLC filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex.
Case No. 20-41794) on August 20, 2020, listing under $1 million in
both assets and liabilities. Joyce W. Lindauer Attorney, PLLC
serves as the Debtor's counsel.
Counsel to Bank of America:
Richard E. Hettinger, Esq.
Davidson Troilo Ream & Garza, P.C.
601 NW Loop 410, Suite 100
San Antonio, TX 78216
Telephone: (210) 349-6484
Facsimile: (210) 349-0041
E-mail: rhettinger@dtrglaw.com
MALLINCKRODT PLC: Case Summary & 50 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Mallinckrodt plc
College Business & Technology Park
Cruiserath Road, Blanchardstown
Dublin 15, Ireland
Business Description: Mallinckrodt plc is global business
consisting of multiple wholly owned
subsidiaries that develop, manufacture,
market and distribute specialty
pharmaceutical products and therapies.
Areas of focus include autoimmune and
rare diseases in specialty areas like
neurology, rheumatology, nephrology,
pulmonology and ophthalmology;
immunotherapy and neonatal respiratory
critical care therapies; analgesics and
gastrointestinal products.
Chapter 11 Petition Date: October 12, 2020
Court: United States Bankruptcy Court
District of Delaware
Sixty-four affiliates that concurrently filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Mallinckrodt plc (Lead Debtor) 20-12522
Acthar IP Unlimited Company 20-12524
IMC Exploration Company 20-12526
Infacare Pharmaceutical Corporation 20-12528
INO Therapeutics LLC 20-12530
Ludlow LLC 20-12533
MAK LLC 20-12536
Mallinckrodt APAP LLC 20-12537
Mallinckrodt ARD Finance LLC 20-12541
Mallinckrodt ARD Holdings Inc. 20-12543
Mallinckrodt ARD Holdings Limited 20-12546
Mallinckrodt ARD IP Unlimited Company 20-12549
Mallinckrodt ARD LLC 20-12551
Mallinckrodt Brand Pharmaceuticals LLC 20-12554
Mallinckrodt Buckingham Unlimited Company 20-12558
Mallinckrodt Canada ULC 20-12561
Mallinckrodt CB LLC 20-12564
Mallinckrodt Critical Care Finance LLC 20-12567
Mallinckrodt Enterprises Holdings, Inc. 20-12568
Mallinckrodt Enterprises LLC 20-12572
Mallinckrodt Enterprises UK Limited 20-12574
Mallinckrodt Group S.a.r.l. 20-12527
Mallinckrodt Holdings GmbH 20-12531
Mallinckrodt Hospital Products Inc. 20-12534
Mallinckrodt Hospital Products IP Unlimited Company 20-12538
Mallinckrodt International Finance SA 20-12540
Mallinckrodt International Holdings S.a.r.l. 20-12544
Mallinckrodt IP Unlimited Company 20-12548
Mallinckrodt LLC 20-12521
Mallinckrodt Lux IP S.a.r.l. 20-12553
Mallinckrodt Manufacturing LLC 20-12556
Mallinckrodt Pharma IP Trading Unlimited Company 20-12559
Mallinckrodt Pharmaceuticals Ireland Limited 20-12562
Mallinckrodt Pharmaceuticals Limited 20-12565
Mallinckrodt Quincy S.a.r.l. 20-12569
Mallinckrodt UK Finance LLP 20-12573
Mallinckrodt UK Ltd 20-12576
Mallinckrodt US Holdings LLC 20-12578
Mallinckrodt US Pool LLC 20-12580
Mallinckrodt Veterinary, Inc. 20-12582
Mallinckrodt Windsor Ireland Finance Unlimited Company 20-12583
Mallinckrodt Windsor S.a.r.l. 20-12584
MCCH LLC 20-12525
MEH, Inc. 20-12529
MHP Finance LLC 20-12532
MKG Medical UK Ltd 20-12535
MNK 2011 LLC 20-12539
MUSHI UK Holdings Limited 20-12542
Ocera Therapeutics, Inc. 20-12545
Petten Holdings Inc. 20-12547
SpecGx Holdings LLC 20-12550
SpecGx LLC 20-12552
ST Operations LLC 20-12555
ST Shared Services LLC 20-12557
ST US Holdings LLC 20-12560
ST US Pool LLC 20-12563
Stratatech Corporation 20-12566
Sucampo Holdings Inc. 20-12570
Sucampo Pharma Americas LLC 20-12571
Sucampo Pharmaceuticals, Inc. 20-12575
Therakos, Inc. 20-12577
Vtesse LLC 20-12579
WebsterGx Holdco LLC 20-12581
Mallinckrodt Equinox Finance LLC 20-12523
Debtors' Counsel: George A. Davis, Esq.
George Klidonas, Esq.
Andrew Sorkin, Esq.
Anupama Yerramalli, Esq.
LATHAM & WATKINS LLP
885 Third Avenue
New York, New York 10022
Tel: (212) 906-1200
Fax: (212) 751-4864
Email: george.davis@lw.com
george.klidonas@lw.com
andrew.sorkin@lw.com
anu.yerramalli@lw.com
- and -
Mark D. Collins, Esq.
Michael J. Merchant, Esq.
Amanda R. Steele, Esq.
Brendan J. Schlauch, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 N. King Street
Wilmington, DE 19801
Tel: (302) 651-7700
Fax: (302) 651-7701
Email: collins@rlf.com
merchant@rlf.com
steele@rlf.com
schlauch@rlf.com
Debtors'
CCAA Counsel: TORYS LLP
Debtors'
Corporate &
Finance
Counsel: WACHTELL, LIPTON, ROSEN & KATZ
Debtors'
Opioid-Related
Litigation
Counsel: ROPES & GRAY LLP
Debtors'
Corporate &
Finance
Counsel: ARTHUR COX
Debtors'
Investment
Banker and
Financial
Advisor: GUGGENHEIM SECURITIES, LLC
Debtors'
Restructuring
Advisor: ALIXPARTNERS, LLP
Debtors'
Noticing,
Claims,
Soliciting, &
Balloting
Agent: PRIME CLERK LLC
https://restructuring.primeclerk.com/mallinckrodt
Total Assets as of September 25, 2020: $9,584,626,122
Total Debts as of September 25, 2020: $8,647,811,427
The petitions were signed by Bryan M. Reasons, executive vice
president and chief financial officer.
A copy of Mallinckrodt plc's petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/K7PT22Q/Mallinckrodt_plc__debke-20-12522__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 50 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Centers For Medicare & Payor Rebates $650,000,000
Medicaid Services (CMS)
Attorney of Record:
U.S. Department of Justice
Civil Division, Federal
Programs Branch
7500 Security Boulevard
Baltimore, MD 21244
Kevin Matthew Snell
Tel: (202) 305-0924
Email: kevin.snell@usdoj.gov
2. 5.75% Senior Notes Due 2022 5.75% Senior $610,304,000
Administrative Agent: Notes Due 2022
Deutsche Bank Trust Company
Americas Trust & Agency Services
60 Wall Street, 16th Floor
Mail Stop: NYC60-1630
New York, New York 10005
Attn: Corporates Team - Mallinckrodt
International Finance, S.A.
Fax: 732-578-4635
Philip Tancorra
Tel: 212-250-6576
Email: philip.tancorra@db.com
3. 5.625% Senior Notes Due 2023 5.625% Senior $514,673,000
Administrative Agent: Notes Due 2023
Deutsche Bank Trust Company Americas
Trust & Agency Services
60 Wall Street, 16th Floor
Mail Stop: NYC60-1630
New York, NY 10005
Attn: Corporates Team -
Mallinckrodt International
Finance, S.A.
Fax: 732-578-4635
Philip Tancorra
Tel: 212-250-6576
Email: philip.tancorra@db.com
4. 5.50% Senior Notes Due 2025 5.50% Senior Notes $387,207,000
Administrative Agent: Due 2025
Deutsche Bank Trust Company
Americas Trust & Agency Services
60 Wall Street, 16th Floor
Mail Stop: NYC60-1630
New York, New York 10005
Attn: Corporates Team -
Mallinckrodt International
Finance, S.A.
Fax: 732-578-4635
Philip Tancorra
Tel: 212-250-6576
Email: philip.tancorra@db.com
5. 4.75% Senior Notes Due 2023 4.75% Senior Notes $133,657,000
Administrative Agent: Due 2023
Deutsche Bank Trust Company
Americas Trust & Agency Services
60 Wall Street, 16th Floor
Mail Stop: NYC60-1630
New York, New york 10005
Attn: Corporates Team -
Mallinckrodt International
Finance, S.A.
Fax: 732-578-4635
Philip Tancorra
Tel: 212-250-6576
Email: philip.tancorra@db.com
6. McKesson Distributor Fees $70,670,791
1220 Senclac Drive
Carrollton, TX 75006
Bertha Perez
Tel: 972-446-4463
Email: bertha.perex@mnkesson.com
7. Amerisource Bergen Distributor Fees $69,906,996
1300 Morris Dr
Chesterbrook, PA 19087
Steve Gray
Tel: 856-686-6137
Email: sgray@amerisourcebergen.com
8. Cardinal Distributor Fees $22,944,066
PO Box 641231
Pittsburgh, PA 15264
Grace Hipol
Email: grace.hipol@cardinalhealth.com
9. Ascent (Prime/ESI) Distributor Fees $17,271,978
Schaffhausen Lipo Park
Industriestrasse 2
Schaffhausen, 08207 CH
Drew Patterson
Tel: 314-684-7683
Email: dmpatterson@express-scripts.com
10. Pharmatop Contract Claim $11,533,604
10 Square Saint Florentin
Le Chesnay, 78150, FR
Julianne Powers
Tel: 302-636-6705
Email: jnpowers@wilmingtontrust.com
11. CVS Distributor Fees $11,393,341
1950 North Stemmons Freeway
Suite 5010
Dallas, TX 75207
Keenan Van Gerven
Tel: 847-559-3663
Email: keenan.vangerven@cvshealth.com
12. 9.50% Debentures 9.50% Debentures $10,388,000
Administrative Agent:
US Bank
100 Wall St Ste 600
New York, NY 10005
Caroline Lee
Tel: 917-770-4761
Email: caroline.lee@usbank.com
13. CA Dept. of Health Services Payor Rebates $10,174,951
DHCS/Pharmacy Benefit Division
1501 Capitol Avenue, MS 4604
Sacramento, CA 95814
Linh Le
Tel: 916-345-8563
Email: linh.le@dhcs.ca.gov
14. Bristol Myers Squibb Company Contact Claim $9,213,724
345 Park Avenue
New York, NY 10154
Brendan Coughlan
Email: brendan.coughlan@bms.com
15. NYS Department of Health, OHIP Payor Rebates $8,873,476
15 Cornell Road, Suite 2201
Latham, NY 12110
Courtney Suttles
Tel: 518-220-3811
Email: suttlesc@magellanhealth.com
16. Fresenius Kabi Contract Claim $8,785,000
Borkenberg 14
Oberursel, 61440, DE
Franz Kainz, Phd
Tel: +49(0) 6172 676-4337
Email: franz.kainz@fresenius-kabi.com
17. Agency for Health Care Payor Rebates $7,161,953
Administration
2727 Mahan Drive
Talahassee, FL 32308
Ana Aristizabal
Tel: 850-412-4080
Email: ana.aristizabal@ahca.myflorida.com
18. Texas Health & Human Payor Rebates $6,212,151
Services Commission
P.O. Box 8520; Mail Code 2250
4900 N. Lamar
Austin, TX 78708-5200
Linda Brumble
Tel: 512-428-1996
19. Michigan Dept. of Payor Rebates $5,770,063
Community Health
320 S. Walnut, Lewis Cass Bldg.
P.O. Box 30223
Lansing, MI 48909
Wave Hamilton
Tel: 517-241-5511
20. Aventis Pharmaceuticals Contract Claim $5,765,186
Products, Inc.
300 Somerset Corporate Center
Bridgewater, NJ 08807
Damian Janasek
Email: damian.janasek@sanofi.com
21. NC Division of Payor Rebates $5,066,967
Medical Assistance
11013 West Broad Street
Suite 500
Glen Allen, VA 23060
Maury Anderson
Tel: 804-548-0336
22. 8.00% Debentures 8.00% Debentures $4,450,000
Administrative Agent:
US Bank
100 Wall St Ste 600
New York, NY 10005
Caroline Lee
Tel: 917-770-4761
Email: caroline.lee@usbank.com
23. Alabama Medicaid Agency Payor Rebates $3,712,093
301 Technacenter Dr
Montgomery, AL 36117
Heather Vega
Tel:334-353-4592
Email: health.vega@medicaid.alabama.gov
24. PA Dept. of Human Services Payor Rebates $3,552,194
9th Floor Commonwealth Tower
303 Walnut Street
Harrisburg, PA, 17101
Brittany Starr
Tel: 717-346-8164
Email: c-bstarr@pa.gov
25. Washington University Trade Vendor $3,347,650
in St. Louis
700 Rosedale Avenue
Saint Louis, MO 63112
Jennifer Lodge
Tel: (314) 747-0515
Email: lodgejk@wustl.edu
26. Louisiana Depart. of Payor Rebates $2,934,038
Health & Hospitals
15 Cornell Road, Suite 2201
Latham, NY 12110
David Hassoun
Tel: 518-220-3879
Email: hassound@magellanhealth.com
27. Humana Distributor Fees $2,545,909
500 West Main St.
Louisville, KY 40202
Lee Groves
Tel: 502-580-9792
Email: lgroves@humana.com
28. Eastman Chemical Financial Trade Vendor $2,393,508
Corporation
PO Box 75794
Charlotte, NC 28275
Justin Hecht
Tel: 423-707-4988
Email: jhecht@eastman.com
29. State of Tennessee - Tenncare Payor Rebates $2,365,741
310 Great Circle Road
Nashville, TN 37228
Toni Chavis
Tel: 615-507-6363
Email: toni.chavis@tn.gov
30. Mississippi Division of Payor Rebates $2,254,491
Medicaid
385B Highland Colony Parkway
Suite 300
Ridgeland, MS 39157
Katherine Thomas
Tel: 601-206-2900
Email: katherine.thomas@conduent.com
31. Ohio Department of Payor Rebates $2,232,679
Jobs & Family SVCS
45 Commerce Drive, Suite 5
Augusta, ME 4332
Shari Martin
Tel: 207-622-7153
Email: smartin@changehealthcare.com
32. Walgreens Distributor Fees $2,079,000
1417 Lake Cook Rd MS L264
Deerfield, IL 60015
Zach Mikulak
Tel: 847-964-4058
Email: zachary.mikulak@walgeens.com
33. Prime Distributor Fees $2,007,382
1305 Corporate Center Dr.
Eagan, MN 55121
Patrick McCaw
Tel: 612-777-5897
Email: patrick.mccaw@primetherapeutics.com
34. Georgia Dept of Community Payor Rebates $1,989,153
Health
11013 West Broad Street, Suite 500
Glen Allen, VA 23060
Heather Brown
Tel: 804-508-0366
Email: hmbrown1@magellanhealth.com
35. Arizona - AHCCCS Payor Rebates $1,961,628
11013 West Broad Street
Suite 100
Glen Allen, VA 23060
Maury Anderson
Tel: 804-548-0336
Email: mbdaniels@magellanhealth.com
36. Pharmaceutical Product Trade Vendor $1,952,372
Development Inc.
26361 Network Place
Chicago, IL 60673
Joe Panegasser
Tel: 913-233-6736
Email: joseph.panegasser@ppdi.com
37. Emergent Biosolutions Inc. Trade Vendor $1,769,513
1111 South Paca St
Baltimore, MD 21230
Jon Lenihan
Tel: 857-654-3530
Email: lenihan@ebsi.com
38. SC Department of Health & Payor Rebates $1,767,897
Human Services
11013 W. Broad St., Suite 500
Glen Allen, VA 23060
John Cox
Tel: 804-548-0344
Email: jdcox1@magellanhealth.com
39. Patheon Trade Vendor $1,730,062
5900 Martin Luther King Jr. Hwy
Greenville, NC 27834
Tegan Smith
Tel: +44 7469159201
Email: tegan.smith@thermofisher.com
40. Missouri Department of Payor Rebates $1,713,414
Social Services
Division of Medical Services
P.O. Box 6500
615 Howerton Court
Jefferson City, MO 65102-6500
Rebate Contact for
Drug Rebate Program
Tel: 573-526-5664
41. IQVIA Trade Vendor $1,658,160
23 Cobham Dr
Orchard Park, NY 14127
Mark Hendricks
Tel: 619-208-2566
Email: mark.hendricks@iqvia.com
42. WI Division of Health Access Payor Rebates $1,489,760
Drug Rebate - Cash Unit
313 Blettner Blvd
Madison, WI 53784
Jodi Hettinga
Tel: 608-224-6681
Email: jodi.hettinga@wisconsin.gov
43. IL Dept of Healthcare & Payor Rebates $1,474,414
Family Services
201 S. Grand Avenue East -
2nd Floor
Springfield, IL 62763-0002
Bradley Wallner
Tel: 217-524-7161
Email: brad.wallner@illinois.gov
44. Kaiser Distributor Fees $1,444,760
300 Pullan St
Livermore, CA 94551
Winnie Ng
Tel: 925-294-7212
Email: winnie.ng@kp.org
45. United Biosource Corporation Trade Vendor $1,437,854
PO Box 75828
Baltimore, MD 21275
Brett Huselton
Tel: 484-744-1666
Email: brett.huselton@ubc.com
46. NV Div. Health Care Payor Rebates $1,426,871
Financing & Policy
1100 E. William Street
Carson City, NV 89701
Ian Knight
Tel: 775-684-3775
Email: i.knight@dhcfp.nv.gov
47. VA Dept of Medical Payor Rebates $1,349,789
Assistance Services
11013 West Broad Street
Glen Allen, VA 23060
Maury Anderson
Tel: 804-548-0336
Email: mbdaniels@magellanhealth.com
48. Wolseley Industrial Group Trade Vendor $1,282,328
PO Box 100286
Atlanta, GA 30384
Angela Chapa
Tel: 317-408-9160
Email: angela.chapa@wolseleyind.com
49. Catalent Pharma Solutions Trade Vendor $1,226,572
25108 Network Place
Chicago, IL 60673
Mary Lee Schiesz
Tel: 732-354-3989
Email: marylee.schiesz@catalent.com
50. District of Columbia Payor Rebates $1,204,380
750 First Street, N.E.
Suite 1020
Washington, DC 20002
Barry Pope
Tel: 202-906-8353
Email: barry.pope@conduent.com
MALLINCKRODT PLC: Initiates Chapter 11 Bankruptcy Proceedings
-------------------------------------------------------------
Mallinckrodt plc on Oct. 12, 2020, disclosed that it has
voluntarily initiated Chapter 11 proceedings in the U.S. Bankruptcy
Court for the District of Delaware to modify its capital structure,
including restructuring portions of its debt, and resolve several
billion dollars of otherwise unmanageable potential legal
liabilities. Mallinckrodt and all of its subsidiaries are
continuing to operate and supply customers and patients with
products as normal.
The entities that filed Chapter 11 petitions include Mallinckrodt
plc, substantially all of its U.S. subsidiaries, including its
specialty generics-focused subsidiaries (collectively, "Specialty
Generics") and specialty brands-related subsidiaries (collectively,
"Specialty Brands"), and certain of its international
subsidiaries.
The Company intends to use the Chapter 11 process to provide a
fair, orderly, efficient and legally binding mechanism to implement
a restructuring support agreement ("RSA") that, among other things,
provides for an amended proposed opioid claims settlement and a
financial restructuring that would:
* Reduce the Company's total debt by approximately $1.3 billion,
improving the Company's financial position and better positioning
it for long-term growth;
* Resolve opioid-related claims against the Company, its
subsidiaries and related entities; and
* Resolve various Acthar Gel-related matters, including the CMS
Medicaid rebate dispute, an associated False Claims Act ("FCA")
lawsuit and an FCA lawsuit relating to Acthar's previous owner's
interactions with an independent charitable foundation.
Taken together, these actions are intended to enable the Company to
move forward with its vision to become an innovation-driven
biopharmaceutical company meeting the needs of underserved patients
with severe and critical conditions.
Mark Trudeau, President and Chief Executive Officer of
Mallinckrodt, said, "After many months of deliberation, negotiation
and consideration of alternatives, Mallinckrodt's management and
Board of Directors determined that implementing a Chapter 11
restructuring provides the best opportunity to maximize the value
of the enterprise and position the Company for the future in light
of the current challenges it faces. The actions we are taking are
an important step forward for Mallinckrodt and our patients,
employees, customers, suppliers and other partners. We have worked
diligently over the last several months to evaluate all available
options to achieve a comprehensive resolution to the significant
litigation and debt issues overhanging our business. Having
entered our restructuring support agreement and reached agreements
in principle with a key group of opioid plaintiffs, other
governmental parties and our guaranteed unsecured noteholders, we
are beginning this process in a highly organized manner. We are
now on a clear path to eliminating legal uncertainties, maximizing
enterprise value, strengthening our balance sheet and moving ahead
with our strategic plans. At the same time, we remain committed to
improving health outcomes and developing and bringing to market
therapies for patients with severe and critical conditions."
Mr. Trudeau continued, "We are grateful to our employees for their
continued commitment to our customers and the patients we serve.
We also thank our suppliers and business partners for their support
as we continue working together to improve the lives of patients."
Overview of Key RSA Terms
In connection with the Chapter 11 filing, the Company has entered
into an RSA that provides for a financial restructuring designed to
strengthen the Company's balance sheet and reduce its total debt by
approximately $1.3 billion, improving the Company's financial
position and allowing the Company to continue driving its strategic
priorities and investing in the business to develop and
commercialize therapies to improve health outcomes.
Parties to the RSA include:
* Holders of approximately 84% of the Company's guaranteed
unsecured notes;
* 50 states and territories; and
* The court-appointed plaintiffs' executive committee
representing the interests of thousands of plaintiffs in the opioid
multidistrict litigation1 ("Opioid MDL"), which has agreed to
recommend that the more than 1,000 counties, municipalities
(including cities, towns and villages), Native American tribes and
other opioid claimants in the Opioid MDL support the RSA.
Under the terms of the RSA, at the end of the court-supervised
process:
* All allowed First Lien Credit Agreement Claims, First Lien
Note Claims and Second Lien Note Claims are expected to be
reinstated at existing rates and maturities;
* Holders of allowed Guaranteed Unsecured Note Claims are
expected to receive their pro rata share of $375 million of new
secured second lien notes due seven years after emergence and 100%
of New Mallinckrodt Ordinary Shares, subject to dilution by the
warrants described below and certain other equity;
* Trade creditors and holders of allowed General Unsecured
Claims are expected to share in $150 million in cash; and
* Equity holders and non-guaranteed unsecured noteholders are
expected to receive no recovery.
Amended Proposed Opioid Settlement
The Company has reached an agreement in principle on the terms of
an amended proposed settlement that would resolve opioid-related
claims against Mallinckrodt and its subsidiaries and eliminate
billions of dollars in alleged liabilities. The amended proposed
settlement is supported by a broad array of opioid plaintiffs as
detailed above.
Under the terms of the amended proposed settlement, which would
become effective upon Mallinckrodt's emergence from the
Chapter 11 process, subject to court approval and other
conditions:
* Opioid claims would be channeled to one or more trusts, which
would receive $1.6 billion in structured payments.
-- $450 million would be received upon the Company's emergence
from Chapter 11;
-- $200 million would be received on each of the first and
second anniversaries of emergence; and
-- $150 million would be received on each of the third through
seventh anniversaries of emergence with a one-year prepayment
option at a discount for all but the first payment.
* Opioid claimants would also receive warrants for approximately
19.99% of the Company's fully diluted outstanding shares, including
after giving effect to the exercise of the warrants, exercisable at
a strike price reflecting an aggregate equity value of $1.551
billion.
* Upon commencing the Chapter 11 filing, the Company will comply
with an agreed-upon operating injunction with respect to the
operation of its opioid business.
Copies of term sheets outlining the terms of the RSA and the
amended opioid settlement, as well as materials with additional
information relating to the Company and its Chapter 11 filing, are
available on www.advancingmnk.com. The term sheets and additional
materials are expected be filed as an exhibit to a Current Report
on Form 8-K with the U.S. Securities and Exchange Commission today,
Oc. 13.
Resolution of Certain Acthar Gel-Related Matters
Mallinckrodt has reached an agreement in principle with certain
governmental parties to resolve certain disputes relating to Acthar
Gel. The agreement in principle is conditioned upon Mallinckrodt
entering the Chapter 11 restructuring process. The Company has
agreed to pay $260 million over seven years and reset Acthar Gel's
Medicaid rebate calculation as of July 1, 2020, such that state
Medicaid programs will receive 100% rebates on Acthar Gel Medicaid
sales, based on current Acthar Gel pricing. Additionally, upon
execution of the settlement, the Company will dismiss its appeal of
the CMS Medicaid rebate ruling currently pending in the U.S. Court
of Appeals for the D.C. Circuit. The settlement would resolve the
CMS Medicaid rebate dispute, the associated FCA lawsuit in Boston
and an FCA lawsuit in the Eastern District of Pennsylvania relating
to Acthar's previous owner's interactions with an independent
charitable foundation.
Mallinckrodt expects to complete the settlement over the next
several months, subject to Bankruptcy Court approval.
Continuing to Serve Patients and Customers as Normal
The current consolidated cash balance of the Chapter 11 filing
entities is more than $650 million. Together with cash generated
from ongoing operations, this is expected to provide ample
liquidity to support continued operations during the
court-supervised process.
The Company has filed a number of customary motions seeking court
authorization to continue to support its business operations during
the court-supervised process, including the continued payment of
employee wages and benefits without interruption. The Company
intends to pay vendors and suppliers in full under normal terms for
goods received and services rendered on or after the filing date.
The Company expects to receive court approval for all of these
routine requests. The Company's foreign non-debtor affiliates will
continue to operate their businesses in the ordinary course.
Separating the Specialty Generics and Specialty Brands businesses
remains one of Mallinckrodt's goals. The Company will continue to
evaluate strategic options for the Specialty Generics business at
an appropriate time and when market conditions are favorable.
Additional Information
Additional information about the court-supervised process is
available at www.advancingmnk.com. Court filings and other
information related to the court-supervised process are available
on a separate website administered by the Company's claims agent,
Prime Clerk, at http://restructuring.primeclerk.com/Mallinckrodt;
by calling Prime Clerk representatives toll-free in the U.S. and
Canada at 877-467-1570 or 347-817-4093 for international calls; or
by emailing Prime Clerk at MallinckrodtInfo@primeclerk.com.
For supplier-related inquiries, please call the Company toll-free
in the U.S. at +1-833-954-2209 or +1-314-654-3008 for international
calls, or email the Company at Supplier.Inquiry@mnk.com.
Advisors
Latham & Watkins LLP, Ropes & Gray LLP and Wachtell, Lipton, Rosen
& Katz are serving as counsel, Guggenheim Securities, LLC is
serving as investment banker and AlixPartners LLP is serving as
restructuring advisor to Mallinckrodt. Hogan Lovells is serving as
counsel with respect to the Acthar Gel matter.
About Mallinckrodt
Mallinckrodt (NYSE: MNK) -- http://www.mallinckrodt.com/-- is a
global business consisting of multiple wholly owned subsidiaries
that develop, manufacture, market and distribute specialty
pharmaceutical products and therapies. The company's Specialty
Brands reportable segment's areas of focus include autoimmune and
rare diseases in specialty areas like neurology, rheumatology,
nephrology, pulmonology and ophthalmology; immunotherapy and
neonatal respiratory critical care therapies; analgesics and
gastrointestinal products. Its Specialty Generics reportable
segment includes specialty generic drugs and active pharmaceutical
ingredients.
MAX FINE FURNITURE: Granted Cash Collateral Access Thru Oct. 31
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
McAllen Division as authorized Max Fine Furniture and Appliances
Inc. to use cash collateral on an interim basis through October 31,
2020 to meet its ordinary cash needs.
Various creditors, as listed in the Debtor's schedules, assert
indebtedness based on loans secured by interest in the Debtor's
personal property, including the Debtor's cash, accounts
receivable, deposit accounts, general intangibles, and cash
proceeds thereof, which cash and proceeds constitute "cash
collateral" as defined in 11 U.S.C. 363(a), to secure indebtedness
to them.
Specifically, the Debtor is obligated to Pacific Western Bank,
successor in interest to CapitalSource Finance LLC, on a commercial
loan, which is evidenced by a Loan and Security Agreement dated as
of November 15, 2010 secured by liens in and upon substantially all
of the Debtor's personal property. As of the Petition Date, the
Debtor owed Pacific Western no less than $2,563,205.75 on the Loan,
plus subsequently accruing interest, and other charges.
Additionally, the Debtor is obligated to Rio Bank on a commercial
loan, which is evidenced by a negotiable promissory note payable to
Rio Bank dated December 19, 2019, in the original principal amount
of $449,985.79. As of the Petition Date, the Debtor owed Rio Bank
$437,652.16 on the Note, plus subsequently accruing interest, and
other charges.
The Debtor is also obligated to Wells Fargo Commercial Distribution
Finance, LLC on a commercial loan, which is evidenced by a
negotiable promissory note in the form of an Amended and Restated
Inventory Financing Agreement payable to Wells Fargo dated June 7,
2013. As of the Petition Date, the Debtor owed Wells Fargo
$26,319.00 on the Note, plus subsequently accruing interest, and
other charges.
The Debtor asserts that it requires continued post-petition use of
the Cash Collateral to operate its business, and that Rio Bank,
Wells Fargo, and Pacific Western are entitled to adequate
protection of their interests therein. Accordingly, the Debtor and
the Secured Creditors have agreed to the use of the Cash Collateral
solely upon the terms and the approval of such terms by the Court.
The Court previously approved the emergency motion filed by Max
Fine Furniture seeking authority to use cash collateral. The Court
gave the Debtor cash collateral access through end of September.
A further hearing on the use of cash collateral is set for October
21 at 11:30 a.m.
A copy of the order is available at https://bit.ly/2SImMOM from
PacerMonitor.com.
About Max Fine Furniture and Appliances
Max Fine Furniture & Appliances,
Inc.--https://www.maxfinefurniture.com/ -- sells a wide selection
of bedroom, living room, dining room, leather, home office, kids
furniture and brand name mattresses. It carries several brands,
including Ashley, Restonic Mattresses, and Best Chair.
Max Fine Furniture & Appliances, Inc., sought Chapter 11 protection
on March 17, 2020 (Bankr. S.D. Tex. Case No. 20-70114). In the
petition signed by Maximo Saenz, president, the Debtor disclosed
$6,283,658 in assets and $4,261,778 in liabilities. Jana Smith
Whitworth, Esq., at JS Whitworth Law FIRM, PLLC, is the Debtor's
counsel.
MAYFLOWER RETIREMENT: Fitch Rates 2020A $59MM Revenue Bonds 'BB+'
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating on the following Florida
Development Finance Corporation bonds expected to be issued on
behalf of the Mayflower Retirement Center (Mayflower):
-- $59,385,000 senior living revenue bonds (The Mayflower
Project), series 2020A.
In addition, Fitch also downgrades the rating to 'BB+' from 'BBB'
on the parity debt below also issued on behalf of the Mayflower:
-- $16.7 million Orange County Healthcare Facilities Authority
health care facilities revenue refunding bonds (Mayflower
Retirement Center, Inc. Project) series 2012.
The Rating Outlook is revised to Stable from Negative.
The bonds will be issued as fixed rate. Bond proceeds will used to
finance the construction of a new skilled nursing building
(approximately $34 million of bond proceeds), reimburse the
Mayflower for prior capex, fund a debt service reserve fund, and
pay for capitalized interest and the cost of issuance. Maximum
annual debt service (MADS) is expected to increase to approximately
$4.9 million from $1.2 million. Bonds are expected to price via
negotiation the week of Oct. 26.
SECURITY
Bonds are secured by a gross revenue pledge of obligated group and
a mortgage on certain property. A fully funded debt service reserve
fund provides additional bondholder security.
KEY RATING DRIVERS
INCREASED LEVERAGE; SECOND ISSUANCE EXPECTED: The downgrade to
'BB+' incorporates the current debt issuance, as well as an
expected debt issuance within the next year to fund the second
phase of the Mayflower's campus repositioning project. The current
issuance is funding the construction of a $34 million skilled
nursing building that will include a memory care unit. The second
phase is expected to include a 50-unit independent living (IL)
expansion and the renovation of the current skilled nursing space
that will be vacated for the new skilled nursing facility (SNF)
building.
STRESSED LONG-TERM LIABILITY PROFILE: A pro forma analysis of the
current 2020 debt issuance shows MADS equating to an elevated 18.8%
of fiscal 2019 revenues and pro forma MADS coverage averaging 1.3x
over the last four audited years, relative to Fitch's 'BBB'
category medians of 12.4% and 2.2x, respectively. The second phase
debt issuance, which is expected to occur in the first half of
2021, will layer on additional permanent debt. The first phase
memory care units and the second phase IL expansion units are
expected to provide additional revenues and operating income.
However, in Fitch's opinion, the Mayflower's financial profile is
more consistent with a non-investment grade credit given the
sizable increase in leverage from the two-phase financing, the need
for the Mayflower to move forward on the second phase, the thinner
pro forma phase one MADS coverage, and the added risks of
pre-selling and filling an IL expansion project during the
coronavirus pandemic.
ADEQUATE HISTORICAL PERFORMANCE: Over the last four audited years,
the Mayflower's operating ratio averaged 104.8% and its net
operating margin - adjusted averaged 22.2% relative to Fitch's
'BBB' category medians of 97.4% and 23%, respectively. IL and
skilled nursing occupancies have been steady at approximately 90%
over that time, with assisted living occupancy lower, especially in
the last two years. Pre-project development costs of approximately
$20 million have suppressed liquidity growth over this time. The
operating performance through the first eight months of 2020 has
been weaker but Fitch expects that to improve as IL sales and
closings increase and the post-acute care is rebuilt after
occupancy in skilled nursing dropped to the mid-70%.
ASYMMETRIC RISK CONSIDERATIONS: There are no asymmetric risk
considerations affecting the rating determination.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- A smaller than expected debt issuance for the second phase
financing or a material improvement in the Mayflower's financial
profile such that cash to debt is expected to remain at or above
35% and pro forma coverage of MADS is closer to the median of 2.2x
at project stabilization.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Operational challenges or project issues such that cash to
debt falls below 20%.
-- A decline in the operating performance such that the operating
ratio rises to approximately 110% for two or more years, weakening
unrestricted liquidity and debt service coverage.
CREDIT PROFILE
Mayflower is a type-A Life Plan Community located on approximately
37 acres in Winter Park, Florida. The campus currently consists of
248 IL units (ILUs; 28 villas and 220 apartments), 31 assisted
living units (ALUs; all private), and 60 skilled nursing beds (26
semi-private and eight private). Mayflower generated $25.3 million
in total operating revenue in the fiscal year ended Dec. 31, 2019.
Campus Repositioning Project/Two Phase Financing
The rating reflects Mayflower's plan to move forward on a two-phase
campus repositioning project. The first phase, which is being
funded with the 2020 debt issuance, will include the construction
of a new health care center with 24 private memory care suites and
60 private skilled nursing rooms. The second phase is expected to
include the construction of a new IL building with 50 new
one-bedroom and two-bedroom apartments and construction of a
clubhouse that will function as a new dining venue and social
gathering space. The Mayflower is then expected to renovate its
existing skilled nursing space into 21 ALUs.
Estimated cost for both phases of the project is currently around
$110 million. It is expected that the majority of project costs
will be funded with proceeds from the two-phase financing. The
Mayflower completed a pre-project phase in October and that work
included clearing and prepping the space on the campus where the
new buildings will be constructed. The total cost of the
pre-project phase was approximately $20 million. The Mayflower is
reimbursing itself with proceeds from the current debt issuance for
some of those capital costs.
The Mayflower has begun to pre-sell the second phase ILUs and 16 of
the 50 apartments have been pre-sold or approximately 32% of the
apartments. Fitch expects to see approximately 70% of the units
pre-sold to indicate that the project has enough demand to justify
a financing. The second phase financing is expected to include
short term debt that will be repaid with the IL expansion entrance
fees.
Fitch believes the 'BB+' rating provides an adequate measure of
financial flexibility for the Mayflower to move forward on both
phases of the project. Fitch also believes the project once
completed will be a material upgrade to the Mayflower's campus and
enhance its current marketing position. The new health center with
memory care units and the renovated AL space will modernize those
service offerings and bring all private rooms to the campus. The
expansion IL apartments are expected to add a new size and type of
IL apartment to the mix of apartments and villas that the Mayflower
currently offers. The new dining venue and gathering space will
also add to the amenities offered on the campus.
OPERATING/FINANCIAL PROFILE
Typical for a Type 'A' Lifecare community, the Mayflower has a
higher operating ratio that is offset by a stronger net operating
margin - adjusted (NOMA), which reflects the Mayflower's fully
amortizing entrance fee contract and ability to refill available
ILUs (IL occupancy has averaged 91% over the last four years). Over
the last four audited years, the Mayflower averaged an operating
ratio of 104.8% and a NOMA of 22.2%, relative to Fitch's 'BBB'
medians of 96.5% and 23%, respectively.
Eight-month 2020 results show a 104.3% operating ratio and a 6.2%
NOMA. Approximately $3.2 million of federal funds (from both the
CARES Act and the Paycheck Protection Program) helped sustain the
operating performance offsetting lower revenue and higher expenses
due to the coronavirus. The thin NOMA reflects disruption to
marketing and sales due to the coronavirus, which affected net
entrance fee receipts. Florida relaxed the restrictions on senior
living communities in early June, and the Mayflower is reporting a
resumption of marketing and sales. Fitch expects the Mayflower to
make its debt service covenant of 1.2x in 2020, given the expected
number of sales and the Mayflower's current manageable debt burden
with actual debt service in 2020 equating to approximately 4.7% of
revenue, compared with the 'BBB' median of 12.9%. Additionally,
with area hospitals resuming elective surgeries, the Mayflower's
revenue should also improve as the number of post-acute care
rehabilitation patients increases.
Unrestricted cash and investments of $23 million as of Aug. 31,
2020 equated to 420 days cash on hand (DCOH) and 147% cash to debt.
A pro forma analysis of the 2020 debt shows cash to debt dropping
to approximately 45% after issuance (and that includes the funds
added back to the balance sheet for prior capital expenditures) and
that is relative to a 'BBB' median of 67.1%.
DEBT PROFILE
After issuance, all of Mayflower's long-term debt of approximately
$74 million will be fixed-rate mode. Mayflower has no outstanding
swaps.
REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING
The principal sources of information used in the analysis are
described in the Applicable Criteria.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
METROPOLITAN COLLEGE: Fitch Maintains BB IDR on Rating Watch Neg.
-----------------------------------------------------------------
Fitch Ratings has maintained the Rating Watch Negative on the
Metropolitan College of New York (MCNY)'s Issuer Default Rating
(IDR) and on $66.7 million of revenue bonds, series 2014, issued by
Build NYC Resource Corporation on behalf of MCNY. The IDR and bond
rating are 'BB'.
SECURITY
The bonds are general obligations of the college and secured by a
mortgage on the 40 Rector Street property (now 60 West) and a
pledge of unrestricted revenues.
ANALYTICAL CONCLUSION
Maintenance of the Rating Watch Negative reflects Fitch's concern
that market access may impede the college's ability to refinance a
$5.6 million bullet maturity for the mortgage on its Bronx
facility. The college negotiated an extension of the original due
date from August to November 20, 2020, with an option to extend to
January 8, 2021. Though MCNY expects to successfully secure
long-term financing for the mortgage before the extended maturity
date next month, the Negative Watch reflects the risk that a lack
of market access resulting in paying the full loan amount from
available resources would likely result in materially weakened
leverage and liquidity metrics during a period of pressured
operations.
The Rating Watch Negative also reflects persistent declines in
MCNY's enrollment base that have accelerated during the coronavirus
pandemic. Enrollment has declined by 5% from 2019 levels year to
date, and management expects further erosion to 9% below last year
and 15% below budget by 2020 year-end. Fitch expects declines in
2020 to be offset by federal aid programs and expense savings but
remains concerned that enrollment declines may persist and pressure
cash flows necessary to service the college's very high debt
burden. The Rating Watch Negative will remain in effect until Fitch
ascertains successful resolution of the term loan bullet payment
and defines a trajectory for enrollment and related financial
indicators that support removal from Rating Watch.
MCNY's 'BB' IDR and bond rating reflect the college's very high
leverage relative to weak revenue defensibility and stronger
operating risk management assessments. Revenue defensibility
includes Fitch's assessment of the college's weak demand
indicators, declining enrollment and reliance on student-dependent
revenue sources. Favorably, MCNY has maintained very strong cash
flow margins through proactive cost management and has
exceptionally limited intermediate-term capital needs following
completion of entirely new facilities at its Manhattan and Bronx
locations within the last four years.
Coronavirus Impact
The ongoing coronavirus pandemic and related government-led
containment measures create an uncertain environment for the U.S.
public finance higher education sector. Fitch's forward-looking
analysis is informed by management's expectations coupled with
Fitch's common set of baseline and downside macroeconomic
scenarios. Fitch's scenarios will evolve as needed during this
dynamic period. Fitch's current baseline scenario includes a sharp
economic contraction in 2Q20, with an initial bounce in 3Q20
followed by a slower recovery trajectory from 4Q20. For the higher
education sector, the baseline case assumes the closure of most
residential campuses for a three- to four-month period with
continued sporadic closures possible thereafter. Rating
sensitivities address potential rating implications under a
downside scenario, which assumes slower economic recovery and
prolonged or recurring disruptions related to the coronavirus into
2021, including enrollment and related revenue pressures for higher
education.
MCNY transitioned to all virtual offerings starting in March 2020
and managed to instituted expense savings through a reduction in
contract services with a mix of online and hybrid courses in the
fall semester. The college received $2.3 million from the Payroll
Protection Plan loan proceeds and anticipates forgiveness of
approximately $1.7 million with the remaining $600,000 converting
into a low-interest loan. CARES Act and other grants of around $1.8
million further softened enrollment pressure in 2020. Weak summer
and fall enrollment have lowered the college's revenue expectations
for 2020, and management reports thinner cash flow than prior
years, projecting a modest year-end cash surplus.
Revenue Defensibility: 'bb'
Weak Demand; Limited Revenue Sources
Revenue defensibility is characterized by weaker demand indicators,
a history of volatile and declining enrollment, and high dependence
on student tuition and fees. The effects of the coronavirus
pandemic have resulted in a sharp drop-in summer session and fall
2020 enrollment, hampering management's efforts to improve
historically weak enrollment trends.
Operating Risk: 'aa'
Strong Cash Flow; Limited Capital Needs
MCNY's stronger operating risk assessment reflects strong and
consistent cash flow margins resulting from active expense
management relative to enrollment trends, though cash flow may
soften if enrollment remains pressured into 2021. The nominal
generation of cash flow at or near historical levels is necessary
to maintain adequate debt service coverage. Operating risk related
to capital is exceptionally low, as MCNY undertook financings in
2014 and 2015 to outfit two entirely new campuses in Manhattan and
the Bronx.
Financial Profile: 'bb'
Elevated Leverage and Sensitivity to Stress
The college's financial profile assessment incorporates very high
institutional leverage resulting from a limited available funds
(AF) cushion relative to substantial debt undertaken in recent
years for major capital projects. The rating remains vulnerable to
demand and revenue volatility in Fitch's downside scenario
analysis, with leverage metrics declining and pressured debt
service coverage.
ASYMMETRIC ADDITIONAL RISK CONSIDERATIONS
No asymmetric additional risk considerations apply to MCNY's
rating.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Successful refinancing of the $5.6 million bullet obligation
into a structure or mode considered neutral or favorable to MCNY's
leverage profile could support a removal from Negative Watch.
-- A consistent and sustained trend of enrollment and net tuition
and fee revenue growth could support consideration of a Stable
Outlook.
-- A record of substantially improved leverage with AF to
adjusted debt consistently exceeding 50% could support positive
rating movement.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Failure to successfully refinance the $5.6 million term loan
for the Bronx Campus.
-- Persistent enrollment pressures at levels at or below 2020
through the Spring 2021 term.
-- Deterioration of cash flow margins below 15% or at levels
below covenanted 1.2x DSC.
CREDIT PROFILE
Founded in 1964, MCNY is a private, not-for-profit institution
offering certificate programs and associate and bachelor's degrees,
as well as master's degrees in education, management, public
affairs and administration. The college is accredited by the Middle
States Association of Colleges and Schools. Total FTE enrollment
has been somewhat volatile and declined in recent years to around
900 in fall 2019.
Students are largely adult, non-traditional commuter students.
Given this student population, courses are structured to be
accessible to working adults (day, evening, weekend) and include
distance-learning components. The college operates three full
semesters each academic year, using a cohort model; however, the
majority of students enter in the fall semester.
In August 2016, MCNY relocated its primary campus to recently
acquired space in a building in lower Manhattan near One World
Trade Center and the Fulton Center transportation hub. Previously,
the college had leased space in another downtown location.
Additionally, the college relocated its Bronx extension program to
a newly acquired condominium space in close to the prior Bronx
location. According to management, both of these facilities opened
on schedule and are now in full operation.
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.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
MGM RESORTS: Fitch Rates New Sr. Unsec. Notes Due 2028 'BB-'
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB-'/'RR4' rating to MGM Resorts
International's proposed senior unsecured notes due 2028. Fitch
rates MGM China Holdings Ltd's (MGM China) and MGM Resorts
Internationals' (collectively, MGM) Issuer Default Ratings (IDR)
'BB-'. The Rating Outlook is Negative. MGM Resorts intends to use
the proceeds for general corporate purposes, including refinancing
existing debt.
Fitch views the proposed issuance neutrally as it should be
leverage neutral and provides an increase to MGM Resorts' already
ample available liquidity, but potentially adds more permanent debt
to its capital structure. As of Aug. 31, 2020, MGM Resorts had $3.6
billion of cash and $922 million available under its $1.5 billion
revolver as of Oct. 1, 2020.
MGM's ratings were affirmed in August 2020, reflecting the
company's strong liquidity position to weather the challenging
operating environment and allow MGM to return to within its
downgrade sensitivity thresholds by 2023. At the time, Fitch
revised downward its assumptions for major gaming jurisdictions,
particularly for the Las Vegas Strip and Macau, to reflect a more
challenging recovery trajectory. Fitch forecasts MGM's
gross-adjusted leverage at 8.3x and 5.9x in 2022 and 2023,
respectively, and net-adjusted leverage at 7.1x and 4.8x,
respectively. Fitch's downgrade sensitivity for MGM is 6.0x
gross-adjusted leverage.
The Negative Rating Outlook continues to reflect the risks and
uncertainty the global gaming industry is facing from the pandemic.
Fitch could revise the Rating Outlook to Stable when there is a
greater degree of confidence in the gaming industry's recovery
trajectory and MGM's ability to de-lever back to 6.0x adjusted
gross leverage.
KEY RATING DRIVERS
Coronavirus Exposure: Based on 4Q19 results, the Las Vegas Strip,
U.S. Regional and Macau segments represented 47%, 28% and 23% of
MGM's consolidated EBITDA, respectively. At this point, all of
MGM's assets are open. Fitch expects the Las Vegas recovery to take
longer relative to the U.S. Regional markets given the former's
greater reliance on air travel and group business. Macau should see
improved visitation in 4Q20, with China restarting broad visa
issuances in late September. Fitch is projecting marketwide revenue
declines in the Las Vegas Strip, U.S. Regional and Macau segments
relative to 2019 of 48%, 14% and 19%, respectively.
Reduced Financial Flexibility: With the sale-and-leaseback
transactions of Bellagio and MGM Grand since late last year, MGM
has monetized all of its meaningful wholly-owned assets, and the
increase in lease-equivalent debt has mostly offset the decline in
traditional debt. The new fixed costs created by the transactions
have weakened MGM's domestic FCF generation, inclusive of
distributions from its subsidiaries. MGM guarantees the two
mortgages for the Bellagio and MGM Grand/Mandalay Bay joint
ventures (JVs), respectively, which is another negative liquidity
consideration, albeit a manageable one given that both are
collection guarantees (Fitch does not consolidate the JV debt).
MGM's run-rate triple-net leases annualize to $1.4 billion,
although about $400 million of that goes back to MGM vis-à-vis
distributions from its 57%-owned MGP.
MGP Ownership Uncertainty: Consolidated rent-adjusted leverage will
remain elevated should MGM achieve its target of 1.0x domestic net
financial leverage. MGM has paid down $4.1 billion of traditional
debt since YE18 with asset-sale proceeds (prior to pandemic-related
debt issuance) but has created $4.3 billion of lease-equivalent
debt in the process. Uncertainties around MGP ownership reduction
make leverage trajectory opaque, as deconsolidation will result in
roughly $6.5 billion of incremental lease-equivalent debt from
capitalizing the MGP master lease at 8.0x.
Favorable Asset Mix: MGM has good geographic diversification, which
includes international properties in Macau. Since 2016, the company
has improved its diversification with acquisitions and developments
in U.S. regional markets and the Cotai Strip in Macau. MGM's
portfolio of Las Vegas Strip assets is mostly of high quality, and
its regional assets are typically market leaders. The regional
portfolio's diversification partially offsets the more cyclical
nature of Las Vegas Strip properties. MGM's two properties in Macau
provide global diversification benefits and exposure to a market
with favorable long-term growth trends.
MGM Growth Properties: MGP (BB+/Negative) is roughly 57% owned and
effectively controlled by MGM. Therefore, Fitch analyzes MGM on a
consolidated basis and subtracts distributions to minority holders
from EBITDAR. MGM has publicly stated its desire to reduce its
ownership stake in MGP to under 50% by 2020. MGM could further
dilute its stake through its remaining exercise of a $1.4 billion
agreement with MGP, in which MGP would be required to redeem OP
units for cash (expires in January 2022; $700 million exercised in
May 2020). MGM's ownership of the sole MGP Class B share and
controlling voting power (intact until ownership falls below 30%)
will continue to support a consolidated analysis with adjustments
for the minority stake in MGP.
Should MGM reduce its stake in MGP below 30% and deconsolidate,
Fitch would likely analyze the MGM domestic credit on a stand-alone
basis. The financial flexibility of this credit is weaker given the
high amount of fixed costs associated with the MGP and non-MGP
master leases.
ESG Considerations - Complex Group Structure: MGM has an
Environmental, Social and Governance (ESG) Relevance Score of 4 for
Group Structure due to the complexity of MGM's ownership structure
for its primary operating subsidiaries and JVs and increasing group
transparency risk. This has a negative impact on the credit profile
and is relevant to the ratings in conjunction with other factors.
DERIVATION SUMMARY
MGM's 'BB-' IDR reflects the issuer's strong liquidity, diversified
operating footprint and de-levering path back to moderate
consolidated gross-adjusted leverage metrics. This is offset by
weaker financial flexibility following the monetization of its
remaining wholly owned Las Vegas Strip properties, resulting in
higher fixed costs. The IDR takes into consideration MGM's multiple
liquidity sources to withstand the near-term cash burn from the
coronavirus disruption and potential de-levering path back to 6.0x
consolidated gross-adjusted leverage amid a moderate recovery in
global gaming. Peer Las Vegas Sands Corp. (BBB-/Negative) has a
track record of adherence to a more conservative financial policy
and stronger international diversification in attractive regulatory
regimes.
Fitch links MGM China's IDR to MGM's. Fitch views MGM's and MGM
China's stand-alone credit profiles as roughly on par with each
other, but it would not de-link the ratings if the stand-alone
credit profiles moderately diverge. MGM China is strategically and
operationally important to MGM, and MGM China does not have
material ring-fencing mechanisms in its financing documentation
that would limit MGM's access to MGM China's cashflows.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Agency's Rating Case for the
Issuer
-- Total revenues relative to 2019 levels are -59%, -31%, -14%
and -6% from 2020 through 2023, respectively. Near-term declines
are greater for Las Vegas given its reliance on air travel and
group business, as well as Macau given lingering albeit easing
travel restrictions. MGM's regional portfolio performs relatively
stronger, as the properties rely mostly on drive-in visitation;
-- Flow though to EBITDAR is 40% to 50% in the near term as a
result of meaningful cost cuts. As operations normalize through the
recovery, Fitch assumes MGM's long-term margins will slightly
exceed those of the prior cycle, with some initiatives taken during
the pandemic resulting in a lower overall cost base;
-- Capex of $250 million in 2020 before returning to normal
maintenance levels of $550 million annually thereafter ($100
million attributable to MGM China). Some additional capex is
assumed in Macau for MGM Cotai's south hotel tower (roughly $100
million);
-- Remaining revolver draws in the U.S. and at the MGP level are
repaid by YE20. Fitch assumes the Macau revolver will be paid down
gradually, while MGM's $1 billion in 2022 unsecured notes are
redeemed for cash;
-- MGM exercises its remaining $700 million MGP OP unit
redemption option in 2021, and MGP debt funds the payment to MGM;
-- No shareholder returns at the MGM parent level are assumed
until at least 2023. The majority of cashflow after capex is
distributed at the MGM China, MGP and CityCenter levels.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to a
positive rating action/upgrade:
-- Evidence of stabilization in demand and signs of a significant
rebound in global gaming demand could lead to a revision of the
Rating Outlook to Stable;
-- Greater certainty of gross-adjusted debt/EBITDAR trending
toward 6.0x by YE22 could likewise lead to a revision of the Rating
Outlook to Stable. This could be on a net basis should the
company's plans for debt paydown become more explicit.
Factors that could, individually or collectively, lead to a
negative rating action/downgrade:
-- Net-adjusted debt/EBITDAR exceeding 6.0x beyond 2023, either
through a more prolonged disruption to global gaming demand or
adoption of a more aggressive financial policy. As the operating
environment normalizes and balance sheet liquidity returns to
levels consistent with historical practices, Fitch will reemphasize
gross-adjusted leverage metrics of below 6.0x for the 'BB-' IDR
level;
-- A reduction in overall liquidity (low cash and revolver
availability, heightened covenant risk or increased FCF burn) as a
result of prolonged coronavirus pressures.
LIQUIDITY AND DEBT STRUCTURE
Ample Liquidity Sources: Heading into the coronavirus disruption,
MGM had meaningful cash balances and revolver availability and
generated solid FCF. While FCF has deteriorated, available
liquidity has improved due to opportunistic unsecured issuance at
the MGM Resorts and MGM China levels. Voluntary debt paydowns from
the Bellagio and MGM Grand transactions have eliminated meaningful
maturities until 2022, when the $1 billion in 7.75% notes mature.
These liquidity sources, plus the termination of the previously
announced $1.25 billion share tender, will help weather the $2.1
billion in negative FCF Fitch is forecasting for 2020.
SUMMARY OF FINANCIAL ADJUSTMENTS
Leverage: Fitch subtracts distributions to minority holders of
non-wholly owned consolidated subsidiaries from EBITDA to calculate
leverage. Fitch also adds recurring distributions from
unconsolidated JVs.
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
MGM Resorts International: Group Structure: 4
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
MIKE HONOVICH: Hires B2 Legal Management as Counsel
---------------------------------------------------
Mike Honovich Enterprises, LLC, seeks authority from the U.S.
Bankruptcy Court for the Western District of Texas to employ B2
Legal Management, LLC, as accountant to the Debtor.
Mike Honovich requires B2 Legal Management to:
a. oversee all internal and external account, financial and
tax functions;
b. oversee and prepare all year-end tax returns;
c. host the application and database for remote access by
authorized company personal at Amazon Web Services, Google
Cloud, or other Secure data location;
d. assist to maintain, modify, update necessary chart of
account, general ledger, and financial statement; and
e. perform bookkeeping and accounting support services.
B2 Legal Management will be paid at the hourly rates of $85 to
$135.
B2 Legal Management will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Brenda Barnes, partner of B2 Legal Management, LLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
B2 Legal Management can be reached at:
Brenda Barnes
B2 LEGAL MANAGEMENT, LLC
1601 Rio Grande Street, Suite 345
Austin, TX 78701
Tel: (512) 381-1500
About Mike Honovich Enterprises
Mike Honovich Enterprises, LLC, is a fully insured concrete
contractor in Round Rock, Texas. It conducts business under the
name Texas Flatworks.
Mike Honovich Enterprises filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 20-10620) on May 27, 2020. In the petition signed by
Mike Honovich, manager, the Debtor disclosed $3,146,870 in assets
and $3,073,095 in liabilities.
Judge Tony M. Davis oversees the case.
The Debtor tapped Barron & Newburger, P.C. as legal counsel and B2
Legal Management, LLC as accountants. Eric Riffer of FortyOne-Ten
Collective, LLC, is the Debtor's chief operating officer.
NICK'S PIZZA: Claims to be Paid from Revenues and Income
--------------------------------------------------------
Nick's Pizza & Pub, Ltd. and Nicholas F. Sarillo submitted a Joint
Plan and a Disclosure Statement.
Creditors and equity holders of Nick's Pizza will be treated as
follows:
* Class 6 Unsecured Claims of West Montrose are impaired. On
the fifth business day following each Fiscal Quarter commencing on
the first full Fiscal Quarter after the Effective Date and
concluding on the first to occur of (a) that date on which West
Montrose receives forty percent (40%) of the principal balance of
its Allowed Class 6 Claims, and (b) the 20th full Fiscal Quarter
following the Effective Date, West Montrose shall be paid its Pro
Rata Share of the Nick’ Free Cash Flow.
* Class 9 General Unsecured Creditors of Nick's are impaired. On
the fifth business day following each Fiscal Quarter commencing on
the first full Fiscal Quarter after the Effective Date and
concluding on the first to occur of (a) that date on which Class 9
Claimants receive seventy percent (70%) of the principal balance of
their Allowed Class 9 Claims, and (b) the 20th full Fiscal Quarter
following the Effective Date, each allowed Class 9 Claim shall be
paid seventy percent (70%) or its Pro Rata Share of the Nick’
Free Cash Flow.Class 10 Unsecured Claims of Sarillo against
Nick’s. This class is impaired. Class 10 Claims shall be
subordinated to Allowed Class 1, 4 through 7, and 9, and Class 10
Claims shall receive no payments until Nick’s has made all
required Plan payments to Creditors in Classes 1, 4 through 7 and
9.
* Class 11 Equity Interests will retain their interests but
shall not be entitled to any dividends or other distributions
unless and until Claimants in Classes 1, 4, 5, 6 and 7(a) receive
in full their payments provided under the Plan.
Allowed claims and interests in Sarillo will be treated as
follows:
* Class 2 Allowed Secured Claim of Plote Investment L.P. is
impaired. Sarillo will transfer the collateral that secures the
claim in full satisfaction of the Claim. Plote shall not have any
an unsecured claim against Sarillo.
* Class 4 General Unsecured Creditors of Sarillo is impaired. On
the fifth business day following each Fiscal Quarter commencing on
the first full Fiscal Quarter after the Effective Date and
concluding on the first to occur of (a) that date on which Class 4
Claimants receive onehundred percent (100%) of the principal
balance of their Unsecured Claims or (b) the 20th full Fiscal
Quarter following the Effective Date, each Class 4 Claim shall be
paid its Pro Rata share with Class 4 general Unsecured Creditors of
Sarillo's Disposable Income from the Plan Payment Account.
The Plans will be funded from the revenues generated from Nick's
continued operations and Sarillo's Disposable Income.
A full-text copy of the Joint Disclosure Statement dated August 19,
2020, is available at https://tinyurl.com/yy552w3w from
PacerMonitor.com at no charge.
Counsel for Nick's Pizza & Pub:
Matthew T. Gensburg
E. Philip Groben
Gensburg, Calandriello & Kanter, P.C.
200 West Adams Street, Suite 2425
Chicago, Illinois 60606
Phone: (312) 263-2200
Fax: (312) 263-2242
Email: mgensburg@gcklegal.com
Email: pgroben@gcklegal.com
Counsel for Nicholas F. Sarillo:
David P. Leibowitz (ARDC#1612271)
Paul M. Bauch (ARDC #6196619)
53 West Jackson Blvd., Suite 1115
Chicago, Illinois 60604
Tel: (312) 588-5000
Fax: (312) 427-5709
E-mail: dleibowitz@lakelaw.com
E-mail: pbauch@lakelaw.com
About Nick's Pizza & Pub Ltd
Nick's Pizza & Pub, Ltd. operates a family restaurant in Crystal
Lake, Ill., which opened in 1995, and in Elgin, Ill., which opened
in 2005.
Nick's Pizza & Pub sought Chapter 11 petition (Bankr. N.D. Ill.
Case No. 20-00551) on Jan. 7, 2020. At the time of the filing, the
Debtor disclosed assets of between $1 million and $10 million and
liabilities of the same range. Judge Lashonda A. Hunt oversees the
case. Gensburg Calandriello & Kanter, P.C. is the Debtor's legal
counsel.
NUVEI TECHNOLOGIES: Moody's Raises CFR to Ba3, Outlook Stable
-------------------------------------------------------------
Moody's Investors Service upgraded Nuvei Technologies Corp.'s
Corporate Family Rating (CFR) to Ba3 from B3. The Probability of
Default Rating (PDR) was upgraded to Ba3-PD from B3-PD. The first
lien senior secured credit facility rating was upgraded to Ba3 from
B2. Moody's assigned a Speculative Grade Liquidity (SGL) rating of
SGL-1. The rating outlook was changed to stable from positive. The
action follows the completion of Nuvei's initial public offering
and the repayment of the significant majority of its outstanding
debt.
"Nuvei's sustained growth in the current downturn underscores the
positive secular trends and differentiated capabilities driving its
business evolution" said Peter Krukovsky, Moody's Senior Analyst.
"Management's commitment to conservative financial policy following
the initial public offering will result in prudent financial
leverage levels even as the company continues to pursue growth
through acquisitions."
The following rating actions were taken:
Upgrades:
Issuer: Nuvei Technologies Corp.
Probability of Default Rating, Upgraded to Ba3-PD from B3-PD
Corporate Family Rating, Upgraded to Ba3 from B3
Senior Secured Bank Credit Facility, Upgraded to Ba3 (LGD3) from B2
(LGD3)
Assignments:
Issuer: Nuvei Technologies Corp.
Speculative Grade Liquidity Rating, Assigned SGL-1
Outlook Actions:
Issuer: Nuvei Technologies Corp.
Outlook, Changed To Stable From Positive
RATINGS RATIONALE
Nuvei's credit profile reflects solid growth prospects supported by
secular trends, strong profitability and conservative financial
policy. The credit profile is constrained by small business scale
and ESG and regulatory risks related to gambling. Nuvei is an
e-commerce payment technology provider in Europe primarily to the
regulated online gaming and foreign exchange trading industries,
and a physical POS and e-commerce merchant acquirer in North
America. The company's regulated gaming business benefits from
contractual relationships with leading customers, differentiated
capabilities and strong competitive positioning. Nuvei is
broadening its business scope in both North America and Europe,
integrating e-commerce and acquiring platforms to market
omnichannel solutions.
The coronavirus outbreak (COVID) is impacting Nuvei's card present
revenues as payment volumes decline due to social distancing and
weak demand driven by high unemployment. Moody's regards the
pandemic as a social risk under the ESG framework. However, the
company's card not present revenues (including regulated gaming)
have continued to grow through the downturn. Moody's projects Nuvei
to grow total revenues in 2020 as strong card not present growth
will more than offset a decline in card present, and to sustain
growth into 2021 as card present revenues rebound. Strong profit
margins will be supported by the positive mix shift toward card not
present revenues and acquisition synergies but constrained by
investments to support growth.
Nuvei completed an initial public offering in September 2020 and
repaid a significant majority of its debt, leaving outstanding
funded debt of only about $100 million and resulting in leverage of
less than 1x. The company will continue to grow through
acquisitions over time. Management is committed to not exceeding 3x
leverage threshold in acquisitions and to deleveraging promptly
following acquisitions, and is committed to maintaining current
ratings. Moody's expect the company to operate with leverage in the
low 2x area over time, which Moody's believes to be conservative
financial policy in light of the business and financial profile.
The company does not plan to return capital to shareholders over
the coming years.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's expectation of continued
revenue growth and leverage maintained in low 2x area over time.
The ratings could be upgraded if Nuvei increases its business
scale, generates consistent organic revenue growth and strong
profitability, and if Moody's adjusted total leverage is sustained
below 2.0x. The ratings could be downgraded if Nuvei's revenues or
profitability decline, or if Moody's adjusted total leverage
exceeds 3.0x.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
OWENS & MINOR: Fitch Hikes LongTerm IDR to B, Outlook Positive
--------------------------------------------------------------
Fitch Ratings has upgraded Owens & Minor, Inc.'s and its
subsidiaries' Long-Term Issuer Default Ratings to 'B' from 'CCC+'
and OMI's senior secured debt rating to 'BB-'/'RR2' from
'B-'/'RR3'. The Rating Outlook is Positive. In addition, Fitch has
upgraded the IDRs and debt ratings of OMI's subsidiaries to 'B' and
'BB-'/'RR2' from 'CCC+' and 'B-'/'RR3', respectively. The rating
action applies to approximately pro forma $1.1 billion of long-term
debt as of June 30, 2020.
The upgrade reflects the expectation that OMI will reduce its debt
by more than $400 million in fiscal 2020. The debt reduction will
be facilitated principally by proceeds received from asset sales
and a recently completed offering of common stock. In addition, the
upgrade and Positive Outlook incorporate the expectation that
operating performance and cash flow generation will improve through
2021 because of improved productivity, solid demand for personal
protective equipment, and steady resumption of elective healthcare
procedures to pre-pandemic levels.
KEY RATING DRIVERS
Material Reduction of Debt: OMI is expected to materially reduce
its debt by more than $400 million between YE 2019 and YE 2020.
Through the sale of its European logistics business, Movianto in
2Q20, and the recent sale of common stock, OMI has generated funds
to achieve this milestone.
Operating Performance: Fitch anticipates the increased demand for
PPE driven by the coronavirus pandemic will benefit OMI for the
next few quarters. In addition, stronger operational execution is
expected to enhance output and operating efficiencies. The rate of
return of healthcare elective procedures beginning in 2Q20 has
supported medical supplies distribution, although Fitch notes that
this recovery is early, tenuous, and subject to disruption by
future coronavirus outbreaks and hot spots. Fitch expects OMI's
supply chain to remain stable.
Ample Liquidity: The fifth amendment to OMI's credit agreement and
the establishment of a $325 million accounts receivable
securitization program, provide additional liquidity and
flexibility to deal with debt maturities and operational risks.
Fitch believes that CFO and external sources of funding will be
sufficient to meet working capital and capital expenditure needs
over the near term.
FCF Relative to Pro Forma Debt: The material reduction in debt
balances is expected to provide approximately $30 million of
additional FCF over the near to medium term related to the
reduction of interest expense.
Competitive Environment: The med-surg supply distribution industry
in the U.S. is highly competitive and characterized by pricing
pressure. Fitch expects margin pressure to continue over the coming
years. OMI competes with other national distributors (e.g. Cardinal
Health, and Medline, Inc.) and a number of regional and local
distributors, as well as customer self-distribution models and, to
a lesser extent, certain third-party logistics companies. OMI's
success depends on its ability to compete on price, product
availability, delivery times and ease of doing business, while
managing internal costs and expenses.
Customer Concentration: OMI's 2019 10-K stated that its top- 10
customers in the U.S. represented approximately 25% of its
consolidated net revenue. Additionally, in 2019, approximately 72%
of its consolidated net revenue was from sales to member hospitals
under contract with its largest Group Purchasing Organizations
(GPOs): Vizient, Premier and HPG. As a result of this
concentration, OMI could lose a significant amount of revenue due
to the termination of a key customer or GPO relationship. The
termination of a relationship with a given GPO would not
necessarily result in the loss of all of the member hospitals as
customers, but the termination of a GPO relationship, or a
significant individual healthcare provider customer relationship
could adversely affect OMI's debt-servicing capabilities.
DERIVATION SUMMARY
OMI's 'B' Long-Term IDR considers its competitive position, gross
debt/EBITDA, which is generally expected to remain at or below 4.0x
over the near term. The ratings also consider improved funds from
operations (FFO) resulting from improved efficiency and enhanced
FCF as a result of lower interest expense. The material reduction
in debt leverage, improving cash generation and liquidity profile
afford OMI much better flexibility compared to its recent past.
OMI's smaller scale in an industry with high fixed costs, where
scale influences leverage with suppliers and customers, and
significantly higher leverage all lead Fitch to rate the company
below AmerisourceBergen Corp. (A-/ Stable), Cardinal Health, Inc.
(BBB/Stable) and McKesson Corp. (BBB+/Stable). OMI competes with
other regional and local distributors, as well as customer
self-distribution models and, to a lesser extent, certain
third-party logistics companies. In contrast to other larger
distributors, Fitch considers OMI less diversified in terms of
customers, revenues and suppliers.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
-- Total revenues decline in 2020 reflecting customer losses from
2019; business growth returns in 2021 with better customer
retention and continued growth from Byram.
-- Operating EBITDA margins improve to the range of 3.0% to 3.5%,
reflecting continued benefits from higher product demand, better
absorption of overhead and customer stability, as well as a lower
base of revenues.
-- Debt balances decline below $1.1 billion reflecting the use of
proceeds from the sale of Movianto and common stock.
-- Total interest expense declines by approximately $30 million
in 2021 as a result of lower debt balances, which strengthens FCF.
-- Fitch's estimates sustainable FCF remains modest despite low
levels of common stock dividends, but benefits from intensive
working capital management.
-- Fitch assumes OMI spends approximately $60 million per year on
capex through the forecast period; share repurchase activity is
suspended.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Debt/EBITDA sustained below 4.0x;
-- Reduced dependence on short-term borrowing for working capital
needs;
-- Improved CFO and FCF sufficient to service debt requirements;
-- Revenue growth tied to customer w ins and retention.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Debt/EBITDA sustained below 4.5x;
-- Substantial dependence on revolving credit facility or
accounts receivable securitization for working capital needs;
-- Negative or modest FCF that is insufficient or modestly covers
debt-service requirements;
-- Customer losses that result in material loss of revenues.
LIQUIDITY AND DEBT STRUCTURE
Ample Liquidity: As a result of the anticipated material reduction
in its outstanding debt, Fitch believes OMI's liquidity profile is
greatly enhanced. OMI is expected to have ample sources of
liquidity from CFO, borrowings under its $400 million revolving
credit facility and $325 million accounts receivable (A/R)
securitization program; as of June 30, 2020, OMI reported $101
million of cash and cash equivalents. In addition, the reduction in
debt is expected to enhance FCF because of the significant
reduction in interest expense.
Laddered Maturities: In light of the material reduction in debt
balances, the remaining maturities of long-term debt are very
manageable. Amortization of remaining principal outstanding and
maturities are expected to be met with FCF or borrowings under the
RCF or the A/R securitization program.
SUMMARY OF FINANCIAL ADJUSTMENTS
Historical and projected EBITDA are adjusted to add back certain
charges for nonrecurring expenses, last-in-first-out provisions,
and stock-based compensation.
Rating Recovery
For issuers with IDRs at 'B+' and below, Fitch performs a recovery
analysis for each class of obligations of the issuer. The issue
ratings are derived from the IDR and the relevant Recovery Rating
(RR) and notching. The recovery analysis assumes that OMI would be
reorganized as a going-concern in bankruptcy. Previous recovery
analyses have assumed a liquidation basis because of the company's
weak operating performance and low enterprise multiple for the
company.
The 'BB-'/'RR2' ratings for OMI's first lien senior secured debt
(excluding the accounts receivable securitization program) reflects
Fitch's expectation of recovery in the 71% to 90% range under a
bankruptcy scenario.
Fitch estimates an enterprise value (EV) on a going-concern basis
of $1.2 billion for OMI, after a deduction of 10% for
administrative claims. The EV assumption is based on
post-reorganization EBITDA after dividends to associates and
minorities of $250 million and a 6.5x multiple. Fitch assumes total
debt outstanding of approximately $1.3 billion, including a draw of
$340 million under the RCF and $150 million under the A/R
securitization program.
Fitch believes that the coronavirus pandemic has changed the
short-term valuation prospects for OMI principally because of the
deployment of PPE related production equipment at higher demand
levels and the return of elective procedures volume slightly ahead
of previously expected levels, and improved operating efficiencies
gained from better manufacturing output.
The recovery rating also reflects corrective measures taken in the
past two years to offset poor service quality that led to customer
losses and cost-cutting efforts. The latter has been offset to some
degree by investments designed to protect the employee base at
distribution centers from the coronavirus.
The post-reorganization EBITDA estimate is approximately 6% lower
than Fitch's 2020 forecast EBITDA for OMI and considers the
attributes of the medical supply distribution sector and includes
the following: the medical/surgical distribution industry in the US
is highly competitive and characterized by pricing pressure, the
significant concentration in and dependence on certain healthcare
provider customers and significant domestic suppliers and the
uncertainty of demand of elective procedures and hence, certain
products provided by OMI.
The 6.5x multiple employed for OMI reflects the low end of a range
of trading multiples (EV/EBITDA) for OMI's peer group (CAH, MCK and
ABC), which have fluctuated between approximately 6.0x and 12.0x in
the recent past.
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
OMI previously had an ESG Relevance Score of '4' for Exposure to
Management Strategy due to the risks associated with the company's
past below-average service levels; Fitch has revised this ESG
relevance score to '3' to reflect management's progress in
stabilizing customer service and retention levels, which has
contributed to improved stability of revenues and cash flows.
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
PENNSYLVANIA ECONOMIC: Fitch Lowers $116MM Parking Bonds to BB-
---------------------------------------------------------------
Fitch Ratings has downgraded the rating on the Pennsylvania
Economic Development Financing Authority's (PEDFA) $116 million of
outstanding senior parking revenue bonds to 'BB-' from 'BB'. The
senior bonds have been removed from Rating Watch Negative (RWN).
The Rating Outlook is Negative.
RATING RATIONALE
The downgrade to BB- reflects the system's continued revenue
underperformance and more constrained financial profile that has
led to increased risk related to asset preservation, given the
limited funds available for system reinvestment after debt service
and potential reimbursements to Dauphin County. Management outlines
that draws on the Class B and Class C debt service reserve surety
contracts may be necessary for the principal payment due on Jan. 1,
2021. In the short term, PEDFA's financial commitments are
currently being met; however, the system's financial capacity to
meet all future obligations, including the replenishing of
potential draws on the debt service reserve fund and the funding of
necessary maintenance capex, is vulnerable to further deterioration
in the current economic environment. Similar to pro forma used in
Fitch's prior rating actions in October 2019 and April 2020, the
rating case reflects all-in coverage levels well below sum
sufficiency in 2020 and below covenanted levels through the
entirety of the forecast. The rating is further constrained by high
leverage and total cost obligations, minimal liquidity, limited
capital funding and uncertain willingness and rate-making
flexibility to raise rates. Parking system cash flows and current
fund balances remain very narrow and provide limited internal
resources for maintenance capex as replenishment of the capital
reserve account is low in priority in the payment waterfall.
The Negative Outlook reflects the narrow liquidity position of the
parking system, which has been further challenged by a sharp
decline in parking demand caused by the coronavirus. Although the
parking system maintains healthy coverage on a senior basis,
coverage is significantly lower for subordinate obligations. The
current coronavirus rating case projects senior debt service
coverage ratios (DSCR) of 2.4x between 2021 and 2024, whereas
all-in coverage (inclusive of subordinated opex and capex) averages
1x during the same period. Resolution of the Negative Watch will
depend on the recovery of parking demand in conjunction with a
demonstrated ability to generate debt service coverage metrics in
excess of covenanted levels (net cash flow sufficient for asset
preservation and maintenance of adequate capital reserve balances)
while addressing long-term capital needs.
The outbreak of coronavirus and related government containment
measures worldwide create an uncertain global environment for the
parking sector. Material changes in revenue and cost profile are
occurring across the sector and will continue to evolve as economic
activity and government restrictions respond to the ongoing
situation. Fitch's ratings are forward-looking in nature, and Fitch
will monitor developments in the sector as a result of the severity
and duration of the virus outbreak, and incorporate revised
qualitative and quantitative inputs in its cases based on
expectations for future performance and assessment of key risks.
KEY RATING DRIVERS
Dominant Position, Lagging Performance: Revenue Risk (Volume) -
Weaker
The system includes 11 parking facilities with a total of 7,694
spaces and 1,260 spaces of on-street metered parking covering
around 70% of public parking in Harrisburg. Strong non-compete
covenants are expected to provide adequate market share protection.
However, while the high degree of governmental jobs in the area
provide some degree of demand stability by way of commonwealth
parking contracts, the system still depends on university
enrollment and economic growth in the Harrisburg area, and parking
revenues are likely to mirror the tepid historical performance.
Rate-Making Authority: Revenue Risk (Price) - Midrange
Contracted rate schedules provide for large increases in the
initial years, followed by annual escalators thereafter. Rates
currently remain competitive versus the national average but could
become uncompetitive to the extent greater than inflationary rate
increases were to be needed to support revenue underperformance or
increased lifecycle cost investments. Further, political risk may
serve to limit rate-making flexibility.
Capital Plan Exhibits Risk: Infrastructure Development and Renewal
- Weaker (Revised from Midrange)
The revision to weaker reflects the system's foreseen inability to
generate excess cash flows to replenish the capital reserve account
until 2023. The system is expected to draw on debt service reserves
for the next debt service payment in January 2021 and repayments to
the reserves are prioritized higher than capital reserves in the
system's flow of funds. Funded with bond proceeds, a $9.0 million
capital reserve has been spent down to a current level of $2.7
million and remains at risk of full depletion. Future funding of
capex may rely on additional leveraging as internal funding is
structurally dependent on excess cash flow following all other
required deposits and as the reserve is tapped. In the medium term,
$1.1 million to $1.7 million will be spent annually, which includes
a number of different integral structural repairs to the system's
assets.
Structural Features Have Weaknesses: Debt Structure - Weaker
While the 2013A bonds are senior ranking in the project's debt
profile, structural features are lacking as shown through limited
requirements for liquidity and leverage protections, no established
operating reserves and debt service reserves funded through surety
policies. In addition, reserving for capital maintenance falls at
the bottom of the cash flow waterfall, which presents funding risks
for ongoing capital investments to the extent payments toward
subordinate obligations depend on county guarantee support. Senior
tenor is long with a 30-year final maturity and subject to some
capital appreciation. Debt service coverage at YE 2019 (1.24x) fell
below covenanted levels for the third time since 2013. Positively,
the parking system debt is fixed rate and fully amortizing.
Financial Profile
The system has an escalating debt service profile, including
capital appreciation, which requires aggressive revenue growth to
cover increasing debt service obligations as well as ongoing
capital needs. Fitch's coronavirus rating case forecasts
senior-lien coverage to average 2.3x, based on a net revenue
calculation. The average coverage of total project costs, including
subordinated obligations and capital needs, is less than sum
sufficient at 0.8x. Liquidity also remains a concern with minimal
unrestricted cash and no operating reserve.
PEER GROUP
The closest publicly Fitch-rated peer is Miami Parking, rated
'A'/Outlook Stable. This parking credit represents a larger city
system in a very strong metropolitan statistical area and is
financially protected with significantly lower leverage, stronger
liquidity and stronger DSCR.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to a
positive rating action/upgrade:
-- The Rating Outlook may return to Stable if the system
re-establishes healthy debt service coverage in excess of the 1.25x
covenanted levels over successive fiscal years in conjunction with
healthier system liquidity.
Factors that could, individually or collectively, lead to a
negative rating action/downgrade:
-- Material degradation of out-year parking and revenue
expectations should the coronavirus crisis result in anticipated
long-term economic impairment;
-- Continued trend of narrow or insufficient cash flow
generation;
-- Foreseen depletion of the capital reserve;
-- Inability to repay reserve draws within time period outlined
in bond indenture;
-- System condition report indicating deteriorating assets and/or
greater annual capital needs than those currently forecast.
CREDIT UPDATE
The coronavirus had a substantial effect on PEDFA's 2020 revenues
to date. As a result of stay at home orders and a transition to
online learning, total net revenues during the months of
March-August were down -28% compared to the same period in 2019.
While new suspensions and cancellations requests dropped in August,
monthly revenues still remain down due to timing from past
suspensions/cancellations. Of the 580 cancellation requests PEDFA
has received, 231 came from customers affiliated with Harrisburg
University.
YTD fiscal 2020 operating revenues as of August are -21% below the
budgeted expectations prior to the coronavirus, with the largest
declines in transient revenues, which includes short-term parking
(-68%) and metered revenues (-62%). During last year's review,
management noted that because PEDFA was unable to reach the 1.25x
rate covenant (FY 2019's all in DSCR was 1.24x), they were required
to: hire a consultant to make a recommendation as it relates to
rates, fees and charges; and also increase parking rates from $3 to
$4 on top of the regularly scheduled increases. Management has
delayed this increase until PEDFA recovers from losses related to
the coronavirus. YTD operating expenses are -17% below budgeted
expectations, primarily due to lesser usage of related expenses
(i.e., lesser personnel expense, bank fees and data fees).
Management is currently engaging in discussions with PEDFA's
operator to assess which capital projects are currently necessary
and what can be deferred.
Management forecasts senior DSCR on the Series A bonds to reach
1.95x and all-in DSCR for the Series A, B and C bonds to reach
.87x. PEDFA makes two debt service payments annually: one for
principal and interest in January and another for just interest in
July. Management noted that PEDFA was able to make the interest
payment due in July with no issue, however, they expect to draw
approximately $2 million on the Series B and C debt service
reserves for the Jan. 1, 2021 P&I payment. While the bond indenture
requires that all draws be repaid within one year, management
expects to fully repay the draw within two years. At this time,
management has not engaged in any discussions with regards to
obtaining an extension on the replenishment of the reserves draw.
The ratings on PEDFA's 2013B and 2013C bonds are based on the
underlying credit characteristics of, and unconditional guarantee
provided by, Dauphin County, PA. For the series B and C bonds, the
county has pledged its full faith, credit and taxing power to
budget, appropriate and pay timely all debt service due on the
bonds from the time the guarantee is called upon. The county
guarantee on the series C bond is in place in the event that AGM
fails to make timely debt service payments on the bonds under the
terms of its bond insurance policy.
A draw on reserves will automatically enroll the system in a
12-month repayment plan to replenish the withdraw. Should Dauphin
County step in to assist the system with repayment, PEDFA will be
required to repay the county, PEDFA will be required to repay the
county, which is represented in step six of the Flow of Funds
titled "Enhancer Reimbursements". Thus, a draw on reserves, even
with the Dauphin County guarantee on the subordinate lien, still
restricts any further contributions to capital expenditures in the
short term.
Parking system cash flows and current fund balances remain very
narrow and provide limited internal resources for maintenance capex
as replenishment of the capital reserve account is low in priority
in the payment waterfall. Given the anticipated $2 million draw on
reserves for the January principal payment on the subordinate
liens, the system does not expect to generate excess cash flows to
replenish the capital reserve account until 2023.
The latest CDM Smith report, which was published in November of
2019, listed approximately $250,000 worth of capital expenditures
that due to latest structural evaluations, needed to be completed
in 2020. Additionally, there are a number of other projects, such
as elevator rehabilitation and pocket grouting, with quoted prices
increasing 6x two to three years out the longer repair is deferred.
The capital reserve account has been spent down to a current level
of $2.7 million and remains at risk of full depletion.
FINANCIAL ANALYSIS
Fitch has developed two scenarios that serve as the basis for this
review. These scenarios incorporate the concern that the economic
impact of the health crisis will be deeper and more prolonged, and
the resulting effects on the underlying economy will cause a less
robust recovery that may extend beyond 2022. The differences
between the two cases focus on the level of initial recovery in
2021 through the next several years. All subordinate expenses and
capital expenditures are based on what was provided by the
authority, with Fitch deferring 50% of near-term capex needs.
Fitch's rating case incorporates a -22% revenue decline in 2020
based on YTD performance reflecting declines related to
coronavirus, with progressive recovery to nearly 100% of 2019
revenue levels in 2022. In both of the cases, 2021 and 2022 Series
B and C debt service includes reimbursements towards 2020
shortfalls. Under this scenario, Fitch-calculated senior DSCR
averages 2.3x throughout the forecast period, while all-in DSCR
averages 1x, well below the rate covenant of 1.25x. Fitch's all-in
DSCR calculation includes senior expenses pursuant to the trust
indenture's flow of funds, but does not include subordinate
expenses or capital expenditures needed to maintain the system.
With the additional subordinate expenses and capex, average DSCR
through 2024 averages 0.8x and below sum sufficient. PEDFA's
leverage is projected to reach 19.1x in 2020 and is expected to
steadily drop down to 12.4x by 2024.
Fitch's sensitivity case assumes the same -22% revenue decline in
2020 as in the rating case, followed by recovery to 2019 levels,
spread over 2021-2024. Fitch-calculated senior DSCR averages 2.2x
throughout the forecast period, while all-in DSCR (net of senior
opex only) averages 0.9x, which is below the rate covenant. The
all-in average DSCR (net of sub opex and capex) of 0.7x is less
than sum sufficient. PEDFA's total leverage is projected to reach
19.1x in 2020 and is expected to steadily drop down to 12.9x by
2024.
SECURITY
The series 2013A senior bonds are secured by a senior in payment
gross pledge of the parking revenues (which are net of a 20%
off-street parking tax to the city) generated by the capitol region
parking system's facilities and meters.
Asset Description
The system is a project of the PEDFA. The operations of the system
were transferred under the terms of the asset transfer agreement to
PEDFA, a public body corporate and politic and an instrumentality
of the Commonwealth of Pennsylvania, from the Harrisburg Parking
Authority and the City of Harrisburg, Pennsylvania on Dec. 23,
2013. The system includes nine parking garages, two parking lots
and approximately 1,260 metered on-street spaces located in
Harrisburg, PA.
REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING
The principal sources of information used in the analysis are
described in the Applicable Criteria.
ESG CONSIDERATIONS
The highest level of ESG credit relevance, if present, is a score
of 3. This means ESG issues are credit-neutral or have only a
minimal credit impact on the entity(ies), either due to their
nature or to the way in which they are being managed by the
entity(ies).
PH DIP INC: Court Approves and Confirms Plan
--------------------------------------------
PH DIP, Inc., known as Playhut, Inc., before selling its assets,
won an order confirming its Third Amended Chapter 11 Plan of
Liquidation.
All procedures used to distribute the solicitation materials to the
appropriate creditors entitled to vote on the Plan and to receive
and tabulate the ballots of holders of claims in each voting class
were fair and properly conducted in accordance with the applicable
provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local
Bankruptcy Rules, and all other applicable rules, laws and
regulations. As described in the Confirmation Brief, which
certified both the method and results of the voting, the Plan was
accepted by Class 1 (Preferred Bank Secured Claim) and Class 4
(General Unsecured Claims). The Debtor, therefore, obtained the
requisite acceptance both in number and amount for the Plan’s
confirmation.
Class 1 (Preferred Bank Secured claim) and Class 4 (General
Unsecured Claims) are Impaired under, and entitled to vote on, the
Plan. As evidenced in the Confirmation Brief, Classes 1 and 4 have
voted to accept the Plan pursuant to the requirements of 11 U.S.C.
Sec. 1124 and 1126.
Classes 2 (Other Secured Claims) and 3 (Priority Non-Tax Claims)
are unimpaired under the Plan. Pursuant to 11 U.S.C. § 1126(f),
Holders of such unimpaired claims, if any, are conclusively
presumed to have accepted the Plan.
Classes 5 (Subordinated Insider Claims) and 6 (Interests) are
impaired and will not receive or retain any property under the
Plan. Pursuant to 11 U.S.C. Sec. 1126(g), holders of such impaired
claims are conclusively presumed to have rejected the Plan.
The Plan complies with the requirements of 11 U.S.C. Sec.
1123(a)(3). Article IX of the Plan specifies that Classes 1
(Preferred Bank Secured Claim), 4 (General Unsecured Claims), 5
(Subordinated Insider Claims) and 6 (Interests) are impaired and
specifies the treatment of Claims and Interests in these Classes,
thereby satisfying 11 U.S.C. Sec. 1123(a)(3).
11 U.S.C. Sec. 1129(a)(8) requires that for each Class of Claims or
Interests under the Plan, such Class has either accepted the Plan
or is not Impaired under the Plan. Classes 2 (Other Secured Claims)
and 3 (Priority Non-Tax Claims) are unimpaired and are conclusively
presumed to have accepted the Plan without solicitation of
acceptances or rejections pursuant to 11 U.S.C. Sec. 1126(f).
Classes 1 (Preferred Bank Secured Claim) and 4 (General Unsecured
Claims) are Impaired and have voted to accept the Plan. Because
Holders of Claims in Class 5 (Subordinated Insider Claims) and
Interests in Class 6 (Interests) will neither receive nor retain
any property under the Plan, they are deemed to have rejected the
Plan under 11 U.S.C. Sec. 1126(g), and the requirements of 11
U.S.C. Sec. 1129(a)(8) have not been met, thereby requiring the
application of 11 U.S.C. Sec. 1129(b). As set forth in Paragraph Y,
below, the Plan satisfies the requirements of 11 U.S.C. Sec.
1129(b) with respect to Classes 5 and 6.
Judge Julia W. Brand has ordered that the Plan, its provisions, and
the terms and conditions thereof, are approved and confirmed as
having satisfied all of the requirements of chapter 11 of the
Bankruptcy Code, except for the deletion of Section XIII. B.
paragraph 5, which is of no force and effect.
From and after the Effective Date, the Liquidation Trustee shall be
authorized to, and shall take all such actions as are required to
implement the Liquidation Trust Agreement and the provisions of the
Plan, including administering the Causes of Action.
Counsel for PH DIP, Inc.:
Robert P. Goe
GOE FORSYTHE & HODGES LLP
18101 Von Karman Ave., Ste. 1200
Irvine, CA 92612
Telephone: (949) 798-2460
Facsimile: (949) 955-9437
rgoe@goeforlaw.com
About Playhut, Inc.
Playhut, Inc. -- https://www.playhut.com/ -- is a toy producer
based in City of Industry, California, offering innovative toys
such as indoor and outdoor play structures, baby structures, dolls,
and plushes. Founded in 1992, Playhut's products are sold North
and South Americas, Europe, Asia, and Australia. The company also
partners with major retailers such as Walmart, Target, Kmart, Toys
'R' US, Costco, Amazon, QVC, JC Penney and licensed brands such as
Disney, Marvel, Nickelodeon, HiT, Lucasfilms.
Playhut, Inc., filed a Chapter 11 petition (Bankr. C.D. Cal. Case
No. 18-15972) on May 24, 2018. In the petition signed by Zu Zheng,
president, the Debtor estimated $1 million to $10 million in assets
and $10 million to $50 million in liabilities. The Hon. Julia W.
Brand is the case judge.
Robert P. Goe, and Stephen Reider, at Goe & Forsythe, LLP, serve as
general bankruptcy counsel to the Debtor; and Armory Consulting
Co., as its financial advisor. The Court appointed James Wong as
Playhut's CRO effective as of July 11, 2018.
Peter C. Anderson, the U.S. Trustee for the Central District of
California, on June 28, 2018, appointed an official committee of
unsecured creditors. The committee members are: (1) East West
Associates, Inc.; (2) Changzhou Kangyuan Plastic Co. Ltd; and (3)
Yancheng Changhua Outdoor Products Co., Ltd. The Committee
retained Fox Rothschild LLP as counsel.
Playhut Inc. changed its name to PH DIP, Inc.
PLATINUM GROUP: Plans to Sell $2.5 Million Worth of Common Stock
----------------------------------------------------------------
Platinum Group Metals Ltd. reports that the Company intends,
subject to regulatory approval, to sell 1,146,790 common shares of
the Company at price of US$2.18 each for gross proceeds of US$2.5
million to existing major beneficial shareholder, Hosken
Consolidated Investments Limited.
The Company intends to use the net proceeds of the Private
Placement for its share of pre-development costs on the Waterberg
Project in South Africa, partial debt repayment and general
corporate and working capital purposes. Closing of the Private
Placement is subject to customary closing conditions, including
stock exchange approvals.
The Company announced an At-The-Market Offering (in the USA only)
of common shares on Sept. 4, 2020. As of Oct. 7, 2020, the Company
had sold in the ATM 2,016,065 common shares at an average price of
US$2.18 per share. As of Oct. 7, 2020, the Private Placement will
allow HCI to maintain a greater than 31% interest in the Company,
as it held prior to commencement of the ATM.
Securities purchased pursuant to the Private Placement may not be
traded for a period of four months plus one day from the closing of
the Private Placement. The securities have not been, and will not
be, registered under the United States Securities Act of 1933, as
amended, and may not be offered or sold within the United States or
to, or for the account or benefit of, U.S. persons absent
registration or an applicable exemption from the registration
requirements of such Act.
About Platinum Group Metals
Headquartered in British Columbia, Canada, Platinum Group Metals
Ltd. -- http://www.platinumgroupmetals.net-- is a platinum and
palladium focused exploration, development and operating company
conducting work primarily on mineral properties it has staked or
acquired by way of option agreements or applications in the
Republic of South Africa and in Canada. The Company's sole
material mineral property is the Waterberg Project. The Company
continues to evaluate exploration opportunities both on currently
owned properties and on new prospects.
PricewaterhouseCoopers LLP, in Vancouver, Canada, the Company's
auditor since 2007, issued a "going concern" qualification in its
report dated Nov. 25, 2019, citing that the Company has suffered
recurring losses from operations and has significant amounts of
debt payable without any current source of operating income. The
Company also has a net capital deficiency that raise substantial
doubt about its ability to continue as a going concern.
Platinum Group reported a net loss of $16.77 million for the year
ended Aug. 31, 2019, compared to a net loss of $41.02 million for
the year ended Aug. 31, 2018. As of Aug. 31, 2019, Platinum Group
had $43.66 million in total assets, $44.82 million in total
liabilities, and a total shareholders' deficit of $1.16 million.
PNW HEALTHCARE: Unsecureds to Recover 34% to 54% of Claims
----------------------------------------------------------
PNW Healthcare Holdings, LLC, et al. submitted a Plan and a
Disclosure Statement.
The Plan provides for reorganization of the Debtors, with claims
paid largely through funding provided by a plan sponsor, NCR
Holdings, LLC (the "Sponsor"). On the effective date of the Plan
(the "Effective Date") the Sponsor will fund amounts necessary to,
among other things (1) pay in full the secured debt of the Debtors'
senior secured lender, MidCap Funding IV Trust and certain of its
affiliate lenders ("MidCap"); (2) pay in full administrative and
priority claims, other than ordinary course administrative claims
(which are assumed and paid in the ordinary course); (3) fund
executory contract cures, and a reserve for disputed contract
cures; (4) fund a litigation reserve for ongoing litigation against
the Debtors' purported landlords and related parties; and (5) fund
a trust for the benefit of general unsecured creditors (the "GUC
Trust") in the initial amount of $8 million.
Treatment of unsecured creditors is through the GUC Trust. All
allowed general unsecured creditors (other than convenience class
claims), will receive a pro rata interest in the GUC Trust and
distributions therefrom in full satisfaction of their claims. The
convenience class claims will receive a one-time payment from the
GUC of 40% of the allowed amount of their claims. The GUC Trust is
funded by (1) an initial $8 million payment from the Sponsor; (2) a
$1.8 million three-year note (the "GUC Trust Note") to be funded if
the Sponsor or an affiliate acquires the real properties on which
the Debtors' Facilities are operated; (3) an interest in recoveries
from pending litigation against the Debtors’ purported landlords
(the "Canyon Landlords") and other parties; and (4) avoidance
action and other litigation rights as described in more detailed
below.
Existing equity in the Debtors will be cancelled, and existing
equity holders will not receive anything on account of their
prepetition equity. The new equity interests of the Reorganized PNW
Healthcare Holdings, LLC ("PNW Holdings") will be issued to the
Sponsor in consideration for the plan funding. The new equity
interests of the Reorganized Debtors other than PNW Holdings will
be reissued to PNW Holdings as the designee of the Sponsor.
Class 3A Allowed General Unsecured Claims are is impaired and may
recover 34% to 54% of claims plus potential litigation recoveries.
The holders of Allowed Class 3A General Unsecured Claims shall
receive a pro rata beneficial interest in and distribution from the
proceeds of the GUC Trust.
A full-text copy of the Disclosure Statement dated August 19, 2020,
is available at https://tinyurl.com/y337vhxj from PacerMonitor.com
at no charge.
Attorneys for the Debtors:
Ashley M. McDow
Marcus Helt
Shane J. Moses
FOLEY & LARDNER LLP
555 S. Flower St., 33rd Floor
Los Angeles, CA 90071
Telephone: 213.972.4500
Email: amcdow@foley.com
mhelt@foley.com
smoses@foley.com
About PNW Healthcare Holdings
PNW Healthcare Holdings, LLC and other subsidiaries of Aldercrest
Health & Rehabilitation Center --
http://www.aldercrestskillednursing.com/-- are providers of
long-term skilled nursing care and short-term rehabilitation
solutions. On Nov. 22, 2019, the Debtors filed Chapter 11 petitions
(Bankr. W.D. Wa. Lead Case No. 19-43754) in Seattle, Wash.
At the time of the filing, PNW Healthcare had estimated assets of
less than $50,000 and liabilities of between $1 million and $10
million.
Judge Christopher M. Alston oversees the cases.
The Debtors tapped Foley & Lardner LLP as lead bankruptcy counsel;
D. Bugbee & Scalia, PLLC as co-counsel with Foley; Getzler Henrich
& Associates LLC as financial advisor; and Omni Agent Solutions as
notice, claims and balloting agent, and as administrative advisor.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Dec. 12, 2019. The committee tapped Pepper Hamilton
LLP as bankruptcy counsel; Bush Kornfeld LLP as local counsel; and
FTI Consulting, Inc. as financial advisor.
PRESSURE BIOSCIENCES: Signs Second Amendment to Binding LOI
-----------------------------------------------------------
As previously disclosed, on April 29, 2020, Pressure BioSciences,
Inc. entered into a binding letter of intent to merge with
Cannaworx Holdings, Inc. The Binding LOI, as later amended, had a
Sept. 30, 2020 deadline for the (i) negotiation of definitive
documentation regarding the merger transaction and (ii) exclusivity
period with regard to each of the Company and Cannaworx Holdings,
Inc. being prohibited from negotiating a controlling interest
transaction with any third party.
The Company and CWX entered into the Second Amendment to the
Binding LOI. Although the Second Amendment is dated Oct. 1, 2020,
it became effective on October 5th upon both parties executing.
Pursuant to the Second Amendment, the parties extended the Sept.
30, 2020 deadline to Oct. 31, 2020.
About Pressure Biosciences
Headquartered in South Easton, Massachusetts, Pressure Biosciences,
Inc. -- http://www.pressurebiosciences.com/-- develops and sells
innovative, broadly enabling, pressure-based platform solutions for
the worldwide life sciences industry. Its solutions are based on
the unique properties of both constant (i.e., static) and
alternating (i.e., pressure cycling technology, or "PCT")
hydrostatic pressure. PCT is a patented enabling technology
platform that uses alternating cycles of hydrostatic pressure
between ambient and ultra-high levels to safely and reproducibly
control bio-molecular interactions (e.g., cell lysis, biomolecule
extraction).
Pressure Biosciences recorded a net loss of $11.66 million for the
year ended Dec. 31, 2019, compared to a net loss of $9.70 million
for the year ended Dec. 31, 2018. As of June 30, 2020, the Company
had $2.46 million in total assets, $16.68 million in total
liabilities, and a total stockholders' deficit of $14.21 million.
MaloneBailey, LLP, in Houston, Texas, the Company's auditor since
2015, issued a "going concern" qualification in its report dated
April 14, 2020 citing that the Company has a working capital
deficit, has incurred recurring net losses and negative cash flows
from operations. These conditions raise substantial doubt about
its ability to continue as a going concern.
PROGISTIC CARRIERS: Court Approves Disclosures and Confirms Plan
----------------------------------------------------------------
Judge Eduardo V. Rodriguez has ordered that the Progistic Carriers,
LLC's First Amended Chapter 11 Disclosure Statement is finally
approved and the Debtor's First Amended Chapter 11 Plan of
Reorganization is confirmed.
The Plan Treatment of Class 14 Secured Claim of Hitachi Capital
America Corp., which references a General Unsecured Claim in Class
16, will be the General Unsecured Claim in Class 17 as provided in
the Amended Proof of Claim #22. Further, the General Unsecured
Claim of Hitachi will be $25,813 and the collateral is: Hunter HD
Aligner w/27 LCD Widescreen and related equipment as described in
Hitachi Class 14 Plan Treatment; any reference to Hitachi as Class
19 is corrected to Class 14 and any reference to Hitachi as Class
16 is corrected to Class 17.
The Class 8 claims of TBK Bank, SSB f/k/a Triumph Savings Bank, SSB
d/b/a Triumph Commercial Finance (“TBK”) shall be treated as
follow:
Class 8: The allowed secured claim of TBK Bank, SSB f/k/a Triumph
Savings Bank, SSB d/b/a Triumph Commercial Finance [Claim 13]
consisting of six (6) loans secured by 32 commercial tractors, for
a claim in the approximate amount of $1,706,353. Each loan is
treated separately as listed below in the sub-classes. This
creditor is impaired.
Class 8a: The secured claim of TBK in the approximate amount of
$40,881, arising from that certain Loan and Security Agreement
(Loan xx5932) entered into as of June 10, 2015, evidencing a loan
to the Debtor in the original principal amount of $406,044, and
granting TBK security interests and liens in and upon three 2016
Peterbilt 579 Tractor. Class 8a is currently secured by two 2016
Peterbilt 579 Tractors with VINxx5008 and VINxx3342. This claim is
impaired.
Treatment of Class 8a: the Debtor shall pay the Class 8a claims,
totaling approximately $40,881.31, to TBK by remitting payments of
$1,225 monthly for 36 months with interest on the unpaid balance
accruing at 5.0% per annum. Payments will begin on September 8,
2020, and will be due on the 8th day of each month, thereafter.
Class 8b: The secured claim of TBK in the approximate amount of
$328,184, arising from that certain Loan and Security Agreement
(Loan xx6811) entered into as of November 11, 2016, evidencing a
loan to the Debtor in the original principal amount of $553,035,
and granting TBK security interests and liens in and upon five 2017
Kenworth T680 Tractors. Class 8b is currently secured by the five
2017 Kenworth T680 Tractors, identified as: (i) VINxx2584, (ii)
VINxx2585, (iii) VINxx2586, (iv) VINxx2587, and (v) VINxx2588. This
claim is impaired.
Treatment of Class 8b: Debtor shall pay the Class 8b claims,
totaling approximately $328,184, to TBK by remitting payments of
$6,193 monthly for 60 months with interest on the unpaid balance
accruing at 5.0% per annum. Payments shall begin on Sept. 8, 2020,
and shall be due on the 8th day of each month, thereafter.
Class 8c: The secured claim of TBK in the approximate amount of
$106,092, arising from that certain Loan and Security Agreement
(Loan xx6813) entered into as of November 11, 2016, evidencing a
loan to the Debtor in the original principal amount of $529,751,
and granting TBK security interests and liens in and upon six 2014
Kenworth T660 Tractors, one (1) 2014 Kenworth T680 Tractor, and two
2014 Peterbilt 579 Tractors. Class 8c is currently secured by the
six 2014 Kenworth T660 Tractors, identified as: (i) VINxx6930, (ii)
VINxx8477, (iii) VINxx8481, (iv) VINxx8474, (v) VINxx8476, and (vi)
VINxx8479. Class 8c is also secured by one (1) 2014 Kenworth T680
Tractor, identified as VINxx7166, and two (2) 2014 Peterbilt 579
Tractors, identified as (i) VINxx6554, and (ii) VINxx6551. This
claim is impaired.
Treatment of Class 8c: the Debtor will pay the Class 8c claims,
totaling approximately $106,092, TBK by remitting payments of
$838.97 for six months, followed by payments of $4,650 for the
following 24 months, with interest on the unpaid balance accruing
at 5.0% per annum. Payments will begin on Sept. 8, 2020, and shall
be due on the 8th day of each month thereafter.
Class 8d: The secured claim of TBK in the approximate amount of
$376,288, arising from that certain Loan and Security Agreement
(Loan xx7177) entered into as of April 13, 2017, evidencing a loan
to the Debtor in the original principal amount of $513,395, and
granting TBK security interests and liens in and upon five 2016
Kenworth T680 Tractors. Class 8d is currently secured by the five
2016 Kenworth T680 Tractors, identified as: (i) VINxx8245, (ii)
VINxx8246, (iii) VINxx8247, (iv) VINxx8249, and (v) VINxx8250.
This claim is impaired.
Treatment of Class 8d: Debtor shall pay the Class 8d claim,
totaling $376,288, to TBK by remitting payments of $7,101.02
monthly for 60 months with interest on the unpaid balance accruing
at 5.0% per annum. Payments shall begin on September 22, 2020, and
shall be due on the 22nd day of each month, thereafter.
Class 8e: The secured claim of TBK in the approximate amount of
$373,775, arising from that certain Loan and Security Agreement
(Loan xx7179) entered into as of April 13, 2017, evidencing a loan
to the Debtor in the original principal amount of $513,395, and
granting TBK security interests and liens in and upon five 2016
Kenworth T680 Tractors. Class 8e is currently secured by the five
(5) 2016 Kenworth T680 Tractors, identified as: (i) VINxx8239, (ii)
VINxx8241, (iii) VINxx8242, (iv) VINxx8243, and (v) VINxx8244. This
claim is impaired.
Treatment of Class 8e: Debtor shall pay the Class 8e claim,
totaling approximately $373,775, to TBK by remitting payments of
$7,054 monthly for 60 months with interest on the unpaid balance
accruing at 5.0% per annum. Payments shall begin on Sept. 1, 2020,
and will be due on the first 1st day of each month, thereafter.
Class 8f: The secured claim of TBK in the approximate amount of
$481,133, arising from that certain Loan and Security Agreement
(Loan xx7181) entered into as of April 13, 2017, evidencing a loan
to the Debtor in the original principal amount of $718,395, and
granting TBK security interests and liens in and upon seven 2016
Kenworth T680 Tractors. Class 8f is currently secured by six 2016
Kenworth T680 Tractors, identified as: (i) VINxx8251, (ii)
VINxx8252, (iii) VINxx8253, (iv) VINxx8255, (v) VINxx8544, and (vi)
VINxx8545. This claim is impaired.
Treatment of Class 8f: Debtor shall pay the Class 8f claim,
totaling approximately $481,133, to TBK by remitting payments of
$9,079.58 monthly for 60 months with interest on the unpaid balance
accruing at 5.0% per annum. Payments shall begin on September 1,
2020, and shall be due on the first 1st day of each month,
thereafter.
General Treatment of Class 8: the Debtor will pay the Class 8
claims, totaling approximately $1,706,353, to TBK by remitting: (i)
a total monthly payment of approximately $31,492 for month 1
through month 6 of the Plan; (ii) a total monthly payment of
approximately $35,303 for month 7 through month 30 of the Plan;
(iii) a total monthly payment of approximately $30,653 for month 31
through month 36 of the Plan, and (iv) a total monthly payment of
approximately $25,427 for month 37 through month 60 of the Plan or
until all amounts owed under Class 8 are paid to TBK. Payments
will begin on the due date of the month following the date of
confirmation, and shall be due as described above in the treatment
for each sub-class of claim, thereafter. The Debtor will have a
7-day grace period on each of the payment due dates.
The Secured Claim of Balboa Capital Corporation in the amount of
$67,647 will be amortized over 60 months at 4.75% and paid by the
Debtor by remitting payments of $1,089 for 24 months, followed by
payments of $1,281.92 for 39 months, commencing thirty days from
the Plan's Confirmation Date. The Claim will bear interest at the
rate of 4.75% per annum. The prepetition liens and security
interest created by Balboa's underlying vehicle financing agreement
and related documents remain in force on all Balboa's collateral
and there is no necessity for Debtor to execute any additional
documents to preserve such liens. Further, as required by Balboa's
vehicle financing agreement, Debtor must maintain insurance
coverage on all Balboa's collateral and, upon reasonable request by
Balboa, shall provide Balboa proof of such coverage.
About Progistic Carriers
Progistic Carriers is a privately held company in the general
freight trucking business. Progistic Carriers filed a voluntary
petition for relief under Chapter 11 of Title 11 of the United
States Code (Bankr. S.D. Tex. Case No. 19-70327) on Aug. 16, 2019.
In the petition signed by Benjamin Cavazos, member, the Debtor
disclosed $3,322,681 in assets and $7,302,264 in liabilities. The
case is assigned to Judge Eduardo V Rodriguez. Jana Smith
Whitworth, Esq., at JS Whitworth Law Firm, PLLC, is the Debtor's
counsel.
RED ROSE: Gets Approval to Hire CA Global as Auctioneer
-------------------------------------------------------
Red Rose Inc.'s parent company Petersen-Dean Inc. and PD Solar Inc.
received approval from the U.S. Bankruptcy Court for the District
of Nevada to employ CA Global Partners, Incorporated to auction off
their assets.
The assets up for auction consist largely of solar modules,
batteries, vehicles, equipment and office furniture.
CA Global will pay Petersen-Dean and PD Solar 60 percent of the
sale proceeds above a certain greater amount and will retain 40
percent. The sale proceeds do not include an industry standard
buyer's premium (18%) that the firm will add to the hammer price
for each item sold at the auction and that the buyers will pay to
the firm.
Adam Alexander, chief executive officer of CA Global, disclosed in
court filings that his firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Adam Alexander
CA Global Partners, Incorporated
26635 Agoura Road, Suite 215
Calabasas CA 91302
+1 818 340-3134
About Red Rose Inc.
Red Rose, Inc., its affiliates and its parent company Petersen-Dean
Inc., a full-service, privately-held roofing and solar company,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Nev. Lead Case No. 20-12814) on June 11, 2020. At the time of
the filing, Red Rose and Petersen-Dean each disclosed assets of
between $10 million and $50 million and liabilities of the same
range.
Judge Mike K. Nakagawa oversees the cases.
The Debtors have tapped Fox Rothschild, LLP to serve as their
bankruptcy counsel and JHS CPAs, LLP to provide tax-related
services.
The U.S. Trustee for Region 17 appointed a committee of unsecured
creditors on June 27, 2020. Brown Rudnick LLP and Schwartz Law,
PLLC serve as the committee's bankruptcy counsel and local counsel,
respectively.
REGIONAL WEST HEALTH: Fitch Affirms BB+ IDR, Outlook Negative
-------------------------------------------------------------
Fitch Ratings has removed the Rating Watch Negative and affirmed
the Issuer Default Rating (IDR) on Regional West Health Services
(RWHS) and the rating on the $65 million hospital revenue refunding
and improvement bonds, series 2016A, issued through Hospital
Authority No. 1 of Scotts Bluff County, NE on behalf of RWHS at
'BB+'.
The Rating Outlook is Negative.
SECURITY
The bonds are secured by a pledge of gross revenues and a mortgage
lien from the obligated group (OG).
ANALYTICAL CONCLUSION
The affirmation of the 'BB+' ratings primarily reflects RWHS's
dominant market position and the ongoing and significant financial
benefit of its investment in the Medicare Center of the Rockies
(MCR), as well as the improvement in its operating performance and
liquidity position through the six-month interim period (ending
June 30, 2020). RWHS experienced significant deterioration in its
operational performance, cash flow levels, and unrestricted
reserves, due to disruptions from its electronic medical record
(EMR) implementation (Cerner) in fiscal 2019, with a negative 9.5%
operating EBITDA margin and a 27% reduction in cash to adjusted
debt. Despite ongoing disruptions to volumes and revenues, RWHS
improved its operating EBITDA and cash to adjusted debt to 6.1% and
37%, respectively, at the six-month interim period, which Fitch
attributes to improved expense management practices and receipt of
stimulus funding under the CARES Act.
The affirmation of the existing rating also incorporates the
expectation that RWHS will continue to engage in stronger expense
management practices and improvement in its revenue cycle process
to further enhance unrestricted reserves over the next-five years.
Given the fast amortization schedule, further growth in its
unrestricted reserve should translate into improvement in its key
net leverage metrics to levels consistent with its current rating
level over the medium term. Despite the recent improvement, RWHS's
liquidity position remains very weak for its current rating level,
as evidenced by its 42 days cash on hand (DCOH) at the six-month
interim period. Fitch believes RWHS has no financial cushion at its
current rating level to absorb prolonged disruptions from the
coronavirus pandemic or any deterioration in its unrestricted
reserve or operating cash flow levels. Therefore, any deterioration
in its unrestricted reserves would pressure the rating. The
Negative Outlook incorporates the minimal financial cushion at
RWHS's current rating level, the execution risks associated with
ongoing recovery, and the sector-wide uncertainty created by the
coronavirus pandemic.
The coronavirus outbreak and related government containment
measures have created an uncertain environment for the entire
healthcare sector in the near term. While RWHS's financial
performance through the most recently available data (six-month
interim statements ending June 30, 2020) have not shown material
impairment, additional changes in revenue and cost profiles will
continue to occur. Fitch expects a slower economic recovery
trajectory beginning in the fourth quarter of 2020. Fitch's ratings
are forward-looking in nature, and Fitch will monitor developments
in the sector and incorporate revised expectations for future
performance and assessment of key risks.
KEY RATING DRIVERS
Revenue Defensibility: 'bbb'
Dominant Market Position; Weak Service Area
RWHS's revenue defensibility is midrange, which is supported by its
dominant market position and limited competition in a somewhat weak
service area. In fiscal 2019, RWHS had an 76% market share in its
primary service area (PSA). Although the service area has
experienced some weak demographic trends, RWHS acts as a regional
referral center in western Nebraska and is the largest provider
within 150 miles. Furthermore, RWHS's payor mix remains solid, as
evidenced by combined Medicaid and self-pay accounting for less
than 20% of gross revenues in recent years.
Operating Risk: 'bb'
Weak Profitability in Recent Years; Improvement Expected
Fitch views RWHS's operating risk as weak, which is supported by
its historically weak operating profitability levels that have been
further compressed over the last few years primarily due to issues
related to its Cerner EMR implementation project. Over the last two
fiscal years, RWHS has averaged a very weak negative 8.8% operating
EBITDA and negative 0.1% EBITDA margin. However, despite the
disruptions from the coronavirus pandemic, RWHS's financial
improvement plan and receipt of stimulus funding has driven an
improved operational performance, as evidenced by its 6.1%
operating EBITDA and 5% EBITDA margin at the six-month interim
period. Additionally, RWHS has a high average age of plant, at
approximately 16 years in fiscal 2019, which will likely require
increased capital needs over the medium term.
Financial Profile: 'bb'
Improvement Expected Through the Cycle
RWHS's financial profile assessment is 'bb' in context of its
midrange revenue defensibility and weak operating risks assessment.
Following substantial erosion in its cash reserve levels over the
last two fiscal years from disruptions, costs, and revenue cycle
issues related to its Cerner EMR implementation, RWHS had a very
weak 27.3% cash to adjusted debt and 32 DCOH in fiscal 2019.
However, Fitch expects RWHS to steadily improve its key net
leverage metrics through the cycle as it enacts its financial
turnaround plan, which includes better expense management practices
and an improved revenue cycle. Despite disruptions from the
coronavirus pandemic, RWHS's improved its operational performance
and liquidity position through the six-month interim period, as
evidenced by its 42 DCOH and 37% cash to adjusted debt.
ASYMMETRIC ADDITIONAL RISK CONSIDERATIONS
No asymmetric risk factors affected this rating determination.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- RWHS would need to significantly improve its unrestricted cash
reserves to levels that result in cash to adjusted debt above 100%
and/or improve its operating EBITDA levels consistently above 7% to
be considered for a higher rating level.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Given the minimal financial cushion afforded by its current
liquidity position, any deterioration in its unrestricted reserves
could result in a multi-notch downgrade.
-- Fitch expects a slow economic recovery trajectory, with high
unemployment levels and a U.S. GDP remaining below the fourth
quarter 2019 GDP levels through most of 2021. Should economic
conditions decline further than expected from Fitch's current
expectations for economic contraction or should a subsequent wave
of infections trigger additional lockdown periods across parts of
the country, RWHS's current rating would likely be under pressure.
CREDIT PROFILE
RWHS is a non-profit corporation that is organized as a parent
company for affiliated non-profit healthcare organizations. The OG
consists solely of Regional West Medical Center (RWMC), an acute
care general hospital in Scottsbluff, NE. RWMC is licensed to
operate 188 acute care beds and is a regional referral center.
Other affiliated entities of RWHS that are not part of the OG are:
Regional West Physicians Clinic, Regional West Foundation, Regional
West Village, Regional West Garden County and Regional Care. As of
fiscal 2019, the OG accounted for approximately 81% of total
revenues and 68% of total assets. Fitch's analysis is based on the
consolidated entity. Total revenue in fiscal 2019 was $256
million.
REVENUE DEFENSIBILITY
RWHS's payor mix remains solid, with combined self-pay and Medicaid
accounting for approximately 16% of total gross revenues in fiscal
2019. Historically, RWHS's combined self-pay and Medicaid has
consistently represented less than 20% of gross revenues in recent
years. In addition to self-pay and Medicaid, Medicare comprised 50%
of gross revenues, while commercial accounted for 28% and other
payors accounted for 6% in fiscal 2019. Blue Cross Blue Shield
accounts for approximately half of its commercial care business.
RWHS's midrange revenue defensibility is largely supported by its
dominant market position in its PSA. In fiscal 2019, RWHS had an
76% market share in its PSA. RWHS is an essential service provider
in its PSA and remains one of three level-II trauma centers in the
state of Nebraska. RWHS has limited competition for services, as
only one other hospital operates in its PSA. Additionally, no
hospital has more than 25 licensed beds in RWHS's primary,
secondary or tertiary service areas and the nearest hospital with
similar services is over 150 miles away. Fitch believes RWHS's
dominant market position and limited competition should continue to
support demand for its services. Despite a dominant market
position, RWHS has seen some pressures on inpatient volumes over
the last few years, reflecting its limited service area
demographics characterized by a declining population base.
Additionally, RWHS's inpatient market share has declined somewhat
in recent years, which management attributes to capacity issues
causing outmigration of services. RWHS added 20 critical care beds
in fiscal 2020, which is expected to address the unnecessary
outmigration and support improved volumes and top-line revenue
growth.
RWMC is located in Scottsbluff, the largest city in the Nebraska
panhandle. RWMC's PSA encompasses Scotts Bluff County, Morrill
County, Banner County, Sioux County, and Box Butte County, and its
secondary service area includes Dawes, Cheyenne, and Kimball
Counties in Nebraska and Goshen County in Wyoming. Approximately
70% of its RWMC's admissions originate from its PSA. Overall,
RWMC's PSA is considered weak and is characterized by a declining
population base, below-average income levels and above-average
unemployment levels. Despite the limited service area
characteristics, Fitch believes RWMC's service area should support
a stable payor mix moving forward.
OPERATING RISK
RWHS's profitability levels have historically been weak and have
been further compressed in recent years due to flat revenue growth,
one-time costs and ongoing revenue cycle issues related to its
recent Cerner EMR implementation. During fiscal years 2016 -2019,
RWHS averaged a very weak negative 6.6% operating EBITDA margin and
positive 1.5% EBITDA margin. Fitch attributes the weak performance
in these years to RWHS's declining inpatient volumes, elevated
clinical costs of labor, and ongoing one-time costs and disruptions
related to its Cerner implementation project. RWHS's consecutive
years of negative operating EBITDA margins are reflected in its
weak operating risk assessment.
While RWHS's core profitability level has remained weak, RWHS's
non-operating income continues to be strong due to its 12% equity
interest in the 166-bed MCR located in Loveland, CO. Based on its
ownership interest in MCR, RWHS receives semiannual distributions
of net distributable cash flow, which totaled approximately $18.4
million over the last two fiscal years. RWHS accounts for its
ownership in MCR using the equity method and reports all changes in
income as non-operating revenues for a combined total of $27
million in fiscal years 2019 and 2018. As of fiscal 2019, RWHS's
equity investment in MCR totaled approximately $34.9 million.
Despite the benefit from its equity interest in MCR, RWHS's weak
core profitability levels remain an ongoing credit concern.
However, during its last review, Fitch expected RWHS to improve its
core operations and liquidity position following better expense
management practices and an improved revenue cycle. While RWHS's
improvement was somewhat limited due to disruptions from the
coronavirus pandemic, it has shown solid improvement in fiscal 2020
due to receipt of stimulus funds, improved cash collections, and
better management of its clinical costs. At the six-month interim
period, RWHS improved its operating EBITDA and EBITDA margin to
6.1% and 5%, respectively. RWHS has received approximately $57
million in stimulus funds under the CARES Act, including
approximately $34 million in advanced Medicare payments. Fitch
expects RWHS to maintain or improve on its interim performance over
the medium term as it experiences recovery in volumes following
recent disruptions from the pandemic, further improves its revenue
cycle, and receives ongoing disbursements from its MCR investment.
However, the Negative Outlook reflects the minimal financial
cushion available at its current rating level, the execution risk
of its financial turnaround plan, and the ongoing uncertainty
created by the coronavirus pandemic.
Fitch views RWHS's capex requirements as weak, which is supported
by its very high average age of plant of 16.1 years in fiscal 2019.
However, RWHS's management expects to address capital needs over
the medium term, and Fitch believes that RWHS has some flexibility
in this regard due to its dominant market position and limited
competition. RWHS's capital spending has been high over the last
three fiscal years at approximately 160% of depreciation, which
largely reflects capital outlays related to its Cerner EMR project.
Currently, Fitch expects RWHS to spend approximately 100% of
depreciation over the next five years to address the ongoing needs
of its campus.
FINANCIAL PROFILE
From fiscal years 2017-2019, RWHS experienced substantial
disruptions to its operations and revenue cycle, which resulted in
its liquidity position declining approximately 67%. In fiscal 2019,
RWHS had a very weak $24.8 million, which translates to 32 DCOH and
27% cash to adjusted debt. Fitch notes that RWHS has no debt
equivalents, with no operating leases or exposure to a defined
benefit plan. While RWHS's weak net leverage position in fiscal
2019 remains very weak for its current rating level, Fitch expected
improvement in RWHS's operations and unrestricted reserves as
management enacted its financial turnaround plan geared toward
better expense management and improvement in its accounts
receivable. While disruptions from the coronavirus pandemic limited
RWHS's recovery, it has shown improvement in its operational
performance and liquidity position through the six-month interim
period, which is reflected in the affirmation of the 'BB+' ratings.
At the six-month interim period, RWHS improved its unrestricted
reserves to $31 million, which translates into 37% cash to adjusted
debt and 3.7x net adjusted debt to adjusted EBITDA. The 'BB+'
rating also incorporates the expectation that RWHS will continue to
improve its liquidity position and operations through the cycle
despite disruptions from the coronavirus pandemic.
In Fitch's forward-looking scenario, RWHS net leverage metrics
consistently improve to levels consistent with its 'bb' financial
profile assessments despite disruptions from the coronavirus
pandemic. Fitch's scenario includes revenue and portfolio stresses
that are in line with current economic conditions and expectations.
Fitch's analysis assumes a 2.3% decline in GDP for 2020 followed by
a gradual recovery beginning in 2021. The scenario does not include
any additional debt, and RWHS has no concrete debt issuance plans
at this time. The scenario incorporates the assumption that RWHS's
capex levels will remain around deprecation for the foreseeable
future and that it consistently improves its operational
performance over the next five years. Under these assumptions, RWHS
continuously improves its net leverage metrics to levels consistent
with its 'bb' financial profile assessment through the cycle.
ASYMMETRIC ADDITIONAL RISK CONSIDERATIONS
No asymmetric risk factors affected this rating determination.
As of fiscal 2019, RWHS had approximately $84 million in
outstanding debt, which primarily consisted of the $65.7 million in
series 2016A bonds, $8.3 million in series 2016B bonds and
approximately $10.3 million in series 2017A&B bonds. RWHS has no
exposure to derivative instruments, a defined benefit pension plan
or operating leases, which is viewed favorably. Outside of its
series 2016A bonds, RWHS's debt structure is short-lived with
approximately $21 million in debt amortizing over the next three
years. Additionally, RWHS's maximum annual debt service (MADS) of
$11.3 million is expected to fall to $6 million over the next five
years.
The low days cash on hand and high losses do not result in a
covenant asymmetric risk factor as RWHS does not have a liquidity
covenant and the debt service coverage ratio is tested only on an
OG basis, which excludes the Regional West Physicians Clinic, where
most of the losses have occurred.
In addition to the sources of information identified in Fitch's
applicable criteria specified, this action was informed by
information from Lumesis.
RUBY'S FRANCHISE: Trustee Selling Restaurant Assets for $1.7M
-------------------------------------------------------------
Peter Mastan, the Chapter 11 trustee for Ruby's Franchise Systems,
Inc. ("RFS"), asks the U.S. Bankruptcy Court for the Central
District of California to authorize the sale of property, generally
consisting of its assets pertaining to its operations as franchisor
for the operation of full-service Ruby's® Diner Restaurants and
limited service and/or limited menu restaurants under the name
"Ruby's Dinette" or "Ruby's Diner," executory contracts (including,
but not limited to, the Amended and Restated Trademark License
Agreement dated as of Sept. 9, 2011 and effective as of June 1,
1990), franchise agreements, and ancillary personal property on
substantially the terms of the Asset Purchase Agreement to Britt
Private Capital, LLC and Jupiter Holdings, LLC and/or their
designee, for $1.7 million, subject to overbid.
At the time of the Trustee's appointment, the current Covid-19
pandemic was in full swing, with many of the Restaurants prohibited
from offering in-restaurant dining. The administrative expenses
were high, the value of the Estate’s assets very uncertain, and
Chapter 11 administrative insolvency a legitimate risk.
Pacific Premier Bank, formerly known as Opus Bank, asserts a
secured claim against substantially all of RFS' assets, including
an assignment of its royalties, fees, proceeds, and rights under
its franchise agreements and the License Agreement. Part of the
collateral subject to the Bank's Lien, namely, the Debtor's
interests in its franchise agreements and the License Agreement,
and the rights thereunder to collect future royalties, fees,
proceeds and rights ("Property") is requested to be sold by the
Trustee pursuant to the Motion.
The Sale does not include certain other collateral of the Bank,
including pre-closing accounts, royalties, fees, accounts
receivable and proceeds of certain claims ("Retained Collateral").
The Property is property of the Estate. Concurrently with the
Motion, the Trustee has filed a motion to approve a stipulation
with the Bank for a surcharge of the Property. The Bank is
understood to be supportive of the proposed Sale.
Among other things, the Trustee asks authority to (i) sell, subject
to overbid, the Property free and clear of all liens, claims,
encumbrances, and other interests (including adverse claims of
ownership, setoff, or recoupment other than Assumed Liabilities
under the Asset Purchase Agreement) on substantially the same terms
as the Asset Purchase Agreement (as it may be amended or modified,
including by a Successful Bidder to Stalking Horse Bidder for $1.7
million, or to the highest or otherwise best bidder at the Auction
and/or their designee or otherwise in connection with the sale
hearing; and (ii) assume and assign, or assign, as applicable, the
executory contracts, unexpired leases (if any), and/or other
agreements identified on the List of Assumed Contract.
The Trustee proposes to conduct an auction for the Property in
accordance with the Sale and Bid Procedures at the hearing on the
Sale.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Oct. 20, 2020 at 5:00 p.m. (PT)
b. Initial Bid: $1.85 million
c. Deposit: $150,000
d. Auction: If an Auction is held, the Auction will be
conducted on Oct. 30, 2020, at 10:00 a.m. (PT), at the Bankruptcy
Court before the Hon. Scott C. Clarkson, U.S. Bankruptcy Court for
the Central District of California, Santa Ana Division, Courtroom
5C, 411 W. Fourth Street, Santa Ana, California 92701, or via video
conference call as determined by the Court. Attendance at the
Auction must be in person (whether by video conference or in-person
in the Courtroom as may be directed by the Court) individually or
by an authorized representative.
e. Bid Increments: $25,000
f. Sale Hearing: Oct. 30, 2020, at 10:00 a.m. (PT)
g. Closing: The Closing Date will occur promptly following
conclusion of the Auction as set forth in the Asset Purchase
Agreement.
i. Secured creditors asking to credit bid must, nevertheless,
provide their deposit in cash.
There is no broker's commission or fee associated with the Sale.
In connection with the Sale, the Stalking Horse Bidder has agreed
to assume, or accept sub-license of, certain executory contracts
and other agreements as set forth in the List of Assumed Contracts.
Under the Asset Purchase Agreement, the Stalking Horse Bidder or
any other Successful Bidder at the Auction may modify the List of
Assumed Contracts up to 72 hours before the Sale hearing.
Counterparties whose contracts are added to the original List of
Assumed Contracts will be provided with such notice and opportunity
to object to assumption and assignment and/or the cure obligations
as the Court will require.
The Trustee asks authority to (a) assume and assign the Assumed
Contracts effective as of the closing of the Sale, and (b) execute
and deliver to the Stalking Horse Bidder or any other Successful
Bidder at the Auction such documents or other instruments as may be
necessary to effectuate the assignment and transfer, or
sub-license, as applicable, of the Assumed Contracts.
To facilitate a resolution of any disputes relating to the Cure
Amounts or to the assignment of the Assumed Contracts in general,
the Procedures Order established the Assumption and Assignment
Procedures. By no later than three business days after service of
the Procedures Order, the Trustee will file and serve on all known
Counterparties to an Assumed Contract the List of Assumed Contracts
(as then existing) that may be assumed and assigned to the Buyer,
including the proposed cure amount. The Contract Objection
Deadline is Oct. 20, 2020. Counterparties to the Assumed Contracts
will have until 1:00 p.m. (PT) on Oct. 27, 2020, to file and serve
by email (christopher.celentino@dinsmore.com) or facsimile (Attn:
Christopher Celentino, 619-400-0501) on the Trustee an objection to
assumption and assignment.
Notwithstanding the Assumption Designation Deadline, the Trustee
asks that the Court approves that the Successful Bidder may
withdraw any contract, lease or other agreement as an Assumed
Contract if the Court determines the Cure Amount to be in an amount
materially
greater than the amount provided in the List of Assumed Contracts.
The Trustee will continue to market the Property to potential
Bidders through at least the date of the Bid Deadline in order to
maximize the proceeds received by the Estate, and, indeed,
anticipates at least one additional bidder to become a Qualified
Bidder and submit a Qualified Bid.
The Trustee asks the Court approves the Sale free and clear of the
Bank's lien with respect to the Property (but not the Bank's
Retained Collateral), and all other liens, claims, encumbrances and
interests, if any, with such liens, claims, encumbrances and
interests to attach to the sale proceeds.
Richard Marshack is the chapter 7 trustee in the related bankruptcy
case of Ruby's Diner, Inc. ("RDI"). Trustee Marshack stands in the
shoes of RDI as licensor under the License Agreement. He asserts
that there is no "reasonable" basis on which he can deny a request
by the RFS Estate to transfer to the Buyer, by assignment or
sublicense, its rights under the License Agreement.
Because it is in the best interests of the Estate to provide
finality to potential Bidders and move through the sale process as
quickly as possible, the Trustee asks that the Court waives the
14-day stay of the order approving the Sale pursuant to Bankruptcy
Rules 6004(h) and 6006(d).
A remote hearing by CourtCall and ZoomGov on the Motion is set for
Oct. 30, 2020 at 10:00 a.m. Interested parties can simply call
CourtCall at (866) 582-6878. Objections, if any, must be filed 14
days prior to the hearing.
A copy of the Agreement and Bidding Procedures is available at
https://tinyurl.com/y33dbama from PacerMonitor.com free of charge.
About Ruby's Franchise
Ruby's Franchise Systems, Inc. -- https://www.rubys.com/franchising
-- is the creator of Ruby's Diner which serves burgers, handmade
milkshakes, in addition to a wide selection of breakfast, lunch and
dinner entrees. Ruby's Diner operates across California, Nevada and
Texas.
Ruby's Franchise Systems filed its voluntary petition for relief
under chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
18-13324) on Sept. 6, 2018. In the petition signed by Doug
Cavanaugh, president, Debtor was estimated to have up to $50,000 in
assets and $1 million to $10 million in liabilities.
Theodora Oringher PC, led by Eric J. Fromme, is the Debtor's legal
counsel. Armory Consulting Co. serves as financial advisor.
Peter J. Mastan was appointed as Chapter 11 trustee in Debtor's
bankruptcy case. The trustee is represented by Dinsmore & Shohl
LLP.
The Debtor filed its Chapter 11 plan of reorganization on Oct. 21,
2019.
RUM RUNNERS: Bid Procedures for All Business Assets Approved
------------------------------------------------------------
Judge Gregory L. Taddonio of the U.S. Bankruptcy Court for the
Western District of Pennsylvania authorized Rum Runners Saloon,
Inc.'s bidding procedures in connection with the sale of all
business assets to Harmony Line Property Management, LLC for
$80,000, subject to overbid.
The Assets are valued on the Debtor's Schedule A/B at $40,010.
The sale will be free and clear of all liens, claims, and
encumbrances.
In order to be eligible to participate in the sale hearing and bid
on the Premises, each potential bidder other than Buyer must become
a "Qualified Bidder" by providing to the Debtor's counsel at least
five days prior to the Hearing Date:
(a)(i) Evidence of the financial ability to close on the
purchase of the Premises provided to counsel to the Debtor; (ii) an
agreement to close no later than the Closing Date; and (iii) a
fully executed agreement of sale marked to show any changes from
the Agreement. Notwithstanding the foregoing, a party may ask to
become a Qualified Bidder after five days.
b. For purposes of the requirements of (a)(ii) above, a bidder
wanting to become a Qualified Bidder will provide the Debtor's
counsel with evidence that the individual or entity has the cash on
hand, a letter of credit or an irrevocable loan commitment
sufficient to pay the amount of its bid in cash at closing should
it be the Successful Bidder. The Debtor and his counsel will keep
all such information submitted in confidence except as required by
the Court.
c. Unless the Court orders otherwise, the Buyer and any other
Qualified Bidder(s) may participate in the sale. In order to upset
the sale to Buyers, a Qualified Bidder must bid at least $1,000
higher than the Buyer's offer, upon terms substantially similar to
those proposed by the Buyer. After the initial Overbid, each
successive incremental bid must be in an amount not less than
$1,000 greater than the prior bid.
At the conclusion of the sale, the Debtors will present
to the Court an Order reasonably satisfactory to the successful
bidder asking to confirm the sale to the Qualified Bidder which the
Court determines in the aggregate constitutes the highest or
otherwise best offer. Payment by the Successful Bidder to the
Debtors of the purchase price must be made in immediately available
funds on or before the Closing Date.
In addition, the Debtor will receive and consider offers
for less than $80,000 if they contain no contingencies or
contingencies that are substantially less restrictive than the ones
proposed by the prospective stalking horse bidder. Accordingly, a
bidder offering less than the initial bid may nonetheless
constitute a Qualified Bidder.
d. If no other parties become a Qualified Bidder other than
Buyer, the Debtor will request that the Court approve the sale to
Buyers in accordance with the terms set forth in the Sale Motion
and the Buyer will be deemed to be the Successful Bidder.
e. In the event of the failure by the Successful Bidder to
remit payment of the purchase price in full on or before the
Closing Date (or such extensions, not to exceed 30 days as the
Debtor's counsel, the Debtor's counsel will declare a default and
retain the Successful Bidder's deposit as liquidated damages for
the benefit of the Estate. It would be without prejudice to the
Debtor's right to seek additional damages, after notice and
hearing, including damages for breach of contract, loss of bargain,
failure to comply with an Order of the Court and which may include
claims for attorney fees, costs and expenses. The deposit paid to
the Debtor's Counsel by a Qualified Bidder that is not the
Successful Bidder will be returned to that party upon consummation
of the sale to the Successful Bidder.
f. In addition to providing notice of the sale in accordance
with the local rules of the Court, the Debtor will also provide
notice of the sale to any bidders reasonably known to its counsel
who have previously attempted to buy liquor licenses in the Court
on past occasions. Accordingly, the Debtor will use reasonable
efforts to expand the number of parties who are willing to
participate in the auction process.
The closing on the sale will occur 30 days after entry of the Court
Order approving the sale of the Assets.
A hearing on the Motion was held on Oct. 8. 2020.
About Rum Runners Saloon
Based in Pittsburgh, Rum Runners Saloon, Inc. filed a Chapter 11
bankruptcy petition (Bankr. W.D. Pa. Case No. 19-24682) on Dec. 3,
2019, disclosing under $1 million in both assets and liabilities.
Judge Gregory L. Taddonio oversees the case. The Debtor is
represented by Brian C. Thompson, Esq., at Thompson Law Group, P.C.
RUSSEL METALS: Moody's Alters Outlook on Ba3 CFR to Stable
----------------------------------------------------------
Moody's Investors Service revised the rating outlook for Russel
Metals, Inc.'s to stable from negative. At the same time Moody's
affirmed Russel's Corporate Family Rating (CFR) at Ba3, its
probability of default rating at Ba3-PD and its senior unsecured
rating at B1. The company's Speculative Grade Liquidity Rating
(SGL) was upgraded to SGL-2 from SGL-3.
"The outlook revision to stable incorporates Russel's strengthened
liquidity following its recent credit facility extension and strong
free cash flow generation in the first half of 2020 as well as
repayment of CAD150 million of its debt." said Jamie Koutsoukis,
Moody's analyst.
Affirmations:
Issuer: Russel Metals, Inc.
Corporate Family Rating, Affirmed Ba3
Probability of Default Rating, Affirmed Ba3-PD
Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD5 from
LGD4)
Upgrades:
Issuer: Russel Metals, Inc.
Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3
Outlook Actions:
Issuer: Russel Metals, Inc.
Outlook, Changed to Stable from Negative
RATINGS RATIONALE
Russel's credit profile (Ba3 corporate family rating) benefits from
its 1) solid market position in the Canadian metal service center
industry and the diversity benefits of its US operations, 2)
moderate leverage that is expected remain below 4x (4.2x at Q2/20),
and 3) counter-cyclical working capital that enhances liquidity in
down markets. It is however constrained by 1) low profit margins
(2.5% operating margin LTM Q2/20), 2) inconsistent free cash flow
and 3) a high dividend payout ratio. In addition, the rating
incorporates Russel's material exposure to the highly cyclical oil
& gas sector and to steel price volatility, both of which have
caused high variability in its operating results and credit
metrics. Russel announced that it will redeem CAD150 million of its
senior unsecured notes due April 2022, which will reduce leverage
metrics compared to second quarter 2020.
Russel has produced weak operating results in 2019 and the first
half of 2020, caused by a decline in carbon steel and energy
tubular prices and as a result, Russel's adjusted EBITDA declined
by about to CAD137 million for the twelve months ending June 2020
versus CAD336 million in 2018. Moody's expects Russel's operating
results to continue to be under pressure in 2020 as continued local
regulations in response to the COVID-19 pandemic has slowed
construction activity, and reduced manufacturing activity, and the
drop in oil prices has significantly weakened demand and lowered
prices for oil country tubular goods (OCTG) and Russel's other
energy focused products.
Russel is exposed to carbon transition risks due to its reliance on
the oil & gas sector. Efforts by many nations to mitigate the
impacts of climate change through tax and regulatory policies that
are intended to shift global demand towards other sources of energy
or conservation are an emerging threat to oil and gas companies'
profitability, cash flow and capital spending. Any reduction in
capital spending by the oil & gas sector will negatively impact
Russel.
Russel has good liquidity over the next year (SGL-2), with about
CAD330 million of available liquidity sources versus about CAD20
million of uses. Pro forma the note redemption, Russel Metals will
have about CAD330 million undrawn on its revolving credit facility
(matures September 2023) and Moody's expects the company to consume
about CAD20 million of free cash flow over the next 12 months. The
credit facility consists of CAD400 million under Tranche I to be
utilized for borrowings and letters of credit and CAD50 million
under Tranche II to be utilized only for letters of credit. The
borrowings and letters of credit are available up to an amount
equal to the sum of specified percentages of the company's eligible
accounts receivable and inventories, to a maximum of CAD450
million. Russel has financial covenants associated with its credit
facility, including a fixed charge coverage ratio and current ratio
which the company will remain in compliance of. Russel has CAD150
million of notes that mature April, 2022 and CAD150 million of
notes due in March 2026.
The stable outlook reflects its expectation that Russel will
maintain its leverage below 4x and will manage its inventory levels
to match market conditions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Russel's ratings could be upgraded should there be a recovery in
its end markets, adjusted debt to EBITDA is sustained below 4.0x
(4.2x at Q2/20), EBITA interest coverage is maintained above 3x
(2.2x at Q2/20) and operating margins move back above 5% (2.5% at
Q2/2020).
Negative rating pressure could develop if the company's leverage
ratio is expected to be maintained near 5.0x (4.2x at Q2/20), its
interest coverage declines below 3.0x (2.2x at Q2/20) or operating
margins remain below 3% (2.5% at Q2/2020). A weakening of the
company's credit profile, or sustained negative free cash
generation (especially at the expense of maintaining its dividend)
could also result in a downgrade.
Russel Metals, Inc. headquartered in Mississauga, Ontario, is a
leading North American metal distributor. The company runs
segments: (1) Metal Service Centers (~50% of revenues) (2) Energy
Products (~40%), and (3) Steel Distributors (~10%). Revenues in
2019 were CAD3.7 billion.
The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.
SLT HOLDCO: Disclosure Statement Hearing Continued to October 21
----------------------------------------------------------------
New Jersey Bankruptcy Judge Michael B. Kaplan will hold a hearing
to consider approval of the disclosure statement explaining SLT
Holdco, Inc. and Sur La Table, Inc.'s Joint Plan of Liquidation on
October 21, 2020.
The hearing was originally set for September 24 in Trenton but was
continued.
SLT Holdco, Inc. and Sur La Table, Inc. filed with the U.S.
Bankruptcy Court for the District of New Jersey their Joint Plan of
Liquidation and disclosure statement dated August 25, 2020.
The primary objectives of the Plan are to maximize the value of
recoveries to all holders of Allowed Claims and Allowed Interests
and generally to distribute all property of the Estates that is or
becomes available for distribution in accordance with the
priorities established by the Bankruptcy Code. The Debtors believe
that the Plan accomplishes these objectives and is in the best
interest of the Estates.
The Plan contemplates the substantive consolidation of the Debtors'
estates. The entry of the Confirmation Order shall constitute
approval by the Bankruptcy Court of the substantive consolidation
of the Debtors and their respective Estates for all purposes
relating to the Plan, including for purposes of voting,
confirmation, and distributions. If this substantive consolidation
is approved, then for all purposes associated with the Confirmation
and Consummation of the Plan, all assets and liabilities of the
Debtors shall be treated as though they were merged into a single
economic unit.
The Debtors filed their Chapter 11 Cases to engage in a process to
sell substantially all of their assets so that they could maximize
the value of their Estates for the benefit of all of their
constituents and preserve their ongoing business. They have been
involved in two separate sale processes as part of a concerted
effort to maximize the value of their assets. According to a
Bloomberg Law report, the retailer has sold its business for $90
million
As of the Petition Date, the Debtors believed that unsecured claims
against them totaled in excess of $37 million. Pursuant to the
Plan, each holder of Allowed General Unsecured Claim will receive
its pro rata share of the Beneficial Trust Interests, which
Beneficial Trust Interests will entitle the holders thereof to
receive their pro rata share of the Liquidation Trust Assets. The
Debtors estimate to distribute 0.04%-0.1% to Holders of General
Unsecured Claims.
Holders of Interests in the Debtors will receive no distribution
under the Plan, and all Interests will be cancelled.
Distributions under the Plan on account of the Beneficial Trust
Interests will be funded by the Liquidation Trust Assets. All other
distributions under the Plan, other than distributions on account
of Beneficial Trust Interests, will be funded by the Liquidation
Trust Claims Reserve, the Encumbered Cash Reserve, or the
Professional Fee Claims Reserve. On the Effective Date, the Debtors
will fund the Liquidation Trust Claims Reserve, the Liquidation
Trust Expense Reserve, the Encumbered Cash Reserve, and
Professional Fee Claims Reserve, in full in Cash.
Bloomberg Law says Sur La Table plans to fully repay a $3 million
bankruptcy loan, a $36.8 million term loan, and all administrative,
tax, and priority claims, according to the Disclosure Statement.
Holders of a $37.9 million claim on an asset-backed lending
facility are expected to recover 49.3% of that claim, the report
adds.
A full-text copy of the disclosure statement dated August 25, 2020,
is available at https://tinyurl.com/y64u9yl9 from PacerMonitor.com
at no charge.
About SLT Holdco
Sur La Table, Inc. -- https://www.surlatable.com -- is a privately
held retail company that sells kitchenware products.
SLT Holdco and Sur La Table, Inc. filed their voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J.
Lead Case No. 20-18368) on July 8, 2020. Jason Goldberger, chief
executive officer, signed the petitions. At the time of the
filing, SLT estimated $10 million to $50 million in assets and $50
million to $100 million in liabilities. Sur La Table estimated
$100 million to $500 million in assets and $100 million to $500
million in liabilities.
Judge. Michael B. Kaplan presides over the cases.
Michael D. Sirota, Esq., at Cole Schotz P.C., represents the
Debtors as legal counsel. The Debtors have tapped SOLIC Capital as
their financial advisor and investment banker, A&G Realty Partners
LLC as real estate advisor, and Great American Group LLC and Tiger
Capital as sales consultants. Omni Agent Solutions is Debtors'
claims and noticing agent and administrative agent.
SLT HOLDCO: May Use Cash Collateral As Plan Hearing Underway
------------------------------------------------------------
Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey has authorized SLT Holdco Inc. and its
wholly owned subsidiary, Sur La Table, Inc. to, among other things,
use cash collateral on final basis pursuant to a Modified Approved
Budget which is attached to the "Stipulation and Consent Order With
Respect to the Debtor's Use of Cash Collateral Pursuant to the
Final Order" that the Debtor entered into with CF SLTD Holdings
LLC, in its capacity as Prepetition Term Agent; and Wells Fargo
Bank, National Association, in its capacity as Prepetition ABL
Agent.
The Debtors have concluded the store closing sales and have
otherwise sold substantially all of their assets. They are holding
the proceeds of those sales, which constitute Cash Collateral.
Pursuant to the Sale Order, the DIP Facility has been repaid in its
entirety and all DIP Obligations satisfied in full.
The Debtors have requested, and subject to the terms and conditions
thereof, the Prepetition ABL Agent and the Prepetition Term Agent,
have each consented, to the Debtors' continued use of Cash
Collateral in accordance with the terms of the Final Order, subject
to a modified Approved Budget.
As reflected in the Modified Approved Budget, the Debtors
anticipate receiving additional Cash Receipts, including Net Sale
Proceeds as required by the Sale Order in the amount of
approximately $1,914,000 and, as a result, are prepared to make
Additional Cash Distributions within the meaning of the Sale
Order.
The DIP Facility having been repaid and the DIP Obligations having
been indefeasibly paid in full and satisfied, the provisions of the
Final Order will no longer apply to the DIP Lender and no DIP Liens
and no DIP Superpriority Claims will encumber any of the Debtors'
assets, including any Cash Collateral.
Pursuant to the Sale Order, as additional adequate protection to
the Term Loan Agent, and in exchange for the Term Loan Agent's
agreement to affirmatively vote in favor of the Debtors' First
Amended Joint Plan of Liquidation, the Debtors agreed to pay the
Term Loan Agent by October 5, 2020, on account of the Prepetition
Term Obligations the amount of $1,500,000 plus accrued interest
through September 30, 2020 and deliver to the Debtors' counsel,
Cole Schotz P.C., to be held in escrow an amount equal to remaining
principal on the Prepetition Term Obligations plus accrued interest
through October 31. If the Plan has not been confirmed by the
Bankruptcy Court and consummated by October 31, then the Escrowed
Funds will be released, without further Court order, by Cole Schotz
to the Term Loan Agent, on November 1. The Debtors will also timely
pay all reasonable fees and expenses under the Prepetition Term
Loan Documents, which the Term Loan Agent estimates to be
approximately $75,000 through August 31.
As additional adequate protection to the Prepetition ABL Agent, and
in exchange for the Prepetition ABL Agent's agreement to
affirmatively vote in favor of the Plan, the Debtors agree that
from and after the first business day following the payment to the
Term Loan Agent and the funding of the Escrowed Funds in the escrow
account of Cole Schotz, the Debtors will deliver to Cole Schotz to
be held in escrow the amounts in the Debtors' discretion, based on
available liquidity and remaining cash disbursement requirements,
for the purposes of segregating such funds and preserving them
exclusively for the later pay down and reduction of the Prepetition
ABL Obligations. If the Plan has not been confirmed by the
Bankruptcy Court and consummated by October 31, and provided the
Term Loan Agent has received payment in full, then the
Discretionary Escrowed Funds will be released, without further
Court order, by Cole Schotz to the Prepetition ABL Agent, on
November 2.
A copy of the Court-approved Stipulation and Consent Order is
available at https://bit.ly/33HH2X4 from PacerMonitor.com.
CF SLTD Holdings LLC is represented in the case by Charles A. Dale,
Esq., at Proskauer Rose LLP as counsel.
Wells Fargo Bank is represented by Donald E. Rothman, Esq., and
Anthony B. Stumbo, Esq., at Riemer and Braunstein LLP as counsel.
About SLT Holdco Inc.
Sur La Table, Inc. -- https://www.surlatable.com -- is a privately
held retail company that sells kitchenware products.
SLT Holdco and Sur La Table, Inc. filed their voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J.
Lead Case No. 20-18368) on July 8, 2020. Jason Goldberger, chief
executive officer, signed the petitions. At the time of the
filing, SLT estimated $10 million to $50 million in assets and $50
million to $100 million in liabilities. Sur La Table estimated
$100 million to $500 million in assets and $100 million to $500
million in liabilities.
Judge. Michael B. Kaplan presides over the cases.
Michael D. Sirota, Esq., at Cole Schotz P.C., represents the
Debtors as legal counsel.
The Debtors have tapped SOLIC Capital as their financial advisor
and investment banker, A&G Realty Partners LLC as real estate
advisor, and Great American Group LLC and Tiger Capital as sales
consultants. Omni Agent Solutions is the Debtors' claims and
noticing agent and administrative agent.
An Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP.
The New Jersey Bankruptcy Court will hold a hearing to consider
approval of the disclosure statement explaining the Debtors' Joint
Plan of Liquidation on October 21, 2020. Bloomberg Law says Sur La
Table plans to fully repay a $3 million bankruptcy loan, a $36.8
million term loan, and all administrative, tax, and priority
claims, according to the Disclosure Statement. Holders of a $37.9
million claim on an asset-backed lending facility are expected to
recover 49.3% of that claim, Bloomberg adds. According to the
Troubled Company Reporter, the Debtors estimate to distribute
0.04%-0.1% to Holders of Allowed General Unsecured Claims.
SUGAR FACTORY: $400K Sale of Assets to Miami SF Approved
--------------------------------------------------------
Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Sugar Factory Lincoln Road,
LLC ("LR"), and Sugar Factory Ocean Drive, LLC's Asset Purchase
Agreement with Miami SF 555, LLC in connection with the sale of (i)
unexpired, valid and recognized Sugar Factory license agreements
and operating licenses, and (ii) LR's Liquor License, for $400,000,
plus the assumption of the remaining debt under the LR Liquor
License after the Closing Date.
The Sale Hearing was held on Sept. 30, 2020.
The sale is free and clear of all Interests of any kind or nature
whatsoever.
The Debtors' assumption and assignment to the Purchaser of the
Assumed Contracts is approved. Consistent with the Court's
findings, no Cure Amounts are due and payable in connection with
assumption and assignment of the Assumed Contracts.
The Licensor, Sugar Factory, LLC, is barred from raising the
Contract Assumption Defense in connection with any preference
action that could be commenced against Licensor on account of
license fee transfers under the Assumed Contracts, received from
the Debtors before the Petition Date, however, all other defenses
that may be available to the Licensor are preserved.
Notwithstanding the foregoing, no preference or other actions
against the Licensor will arise solely from the language or
operation of the Order.
A copy of the Agreement is available at
https://tinyurl.com/y684tfwz from PacerMonitor.com free of charge.
About Sugar Factory Lincoln Road and
Sugar Factory Ocean Drive
Sugar Factory Lincoln Road, LLC and Sugar Factory Ocean Drive, LLC
filed their voluntary petitions under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Fla. Lead Case No. 20-17980) on July 22, 2020.
At the time of the filing, Debtors disclosed assets of between
$1,000,001 and $10 million and liabilities of the same range.
Judge Laurel M. Isicoff oversees the cases. Aaronson Schantz
Beiley P.A. is the Debtors' legal counsel.
THOMAS HEALTH: Court OKs Disclosures and Confirms Plan
------------------------------------------------------
The Court entered findings of fact, conclusions of law, and order
granting final approval of debtors Thomas Health System, Inc., et
al.'s Disclosure Statement and confirming the Debtors' Joint
Chapter 11 Plan of Reorganization.
Votes were solicited from Class 1 (Series 2008 Secured Bond
Claims), Class 4 (Convenience Claims) and Class 5 (General
Unsecured Claims). The period during which the Debtors solicited
acceptances to the Plan was reasonable under the circumstances of
these Chapter 11 Cases and enabled Holders of Claims to make an
informed decision to accept or reject the Plan. The Debtors were
not required to solicit votes from the Holders of Claims in the
following Classes (the "Deemed Accepting Classes") as each such
Class is unimpaired under the Plan and conclusively presumed to
have accepted the Plan: Class 2 (Other Secured Claims) and Class 3
(Other Priority Claims).
The Plan satisfies Section 1129(a)(7) of the Bankruptcy Code. All
of the Impaired Classes have voted to accept the Plan. As set forth
in the Voting Certification, Classes 1, 4 and 5 have voted to
accept the Plan. Accordingly, all Impaired Classes have voted to
accept the Plan and the requirements of section 1129(a)(7) of the
Bankruptcy Code have been satisfied.
Judge Frank W. Volk has ordered that the Plan of Thomas Health
System, Inc., et al. and each of its provisions shall be, and are,
approved and confirmed under section 1129 of the Bankruptcy Code.
The terms of the Plan, including the Plan Supplement, are
incorporated by reference into, and are an integral part of this
Confirmation Order. The targeted Effective Date shall be on or
before September 30, 2020.
The Disclosure Statement contains extensive adequate information as
that term is defined in section 1125(a) of the Bankruptcy Code and
complies with any additional requirements of the Bankruptcy Code,
the Bankruptcy Rules, and applicable non-bankruptcy law, and is
therefore approved on a final basis.
About Thomas Health System
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.
THOMAS HEALTH: PBGC to Get $74M Allowed Unsecured Claim
-------------------------------------------------------
Thomas Health System, Inc., et al., reached a stipulation with UMB
Bank, National Association, as indenture trustee for the Debtors'
Series 2008 Bonds ("UMB"), and the Pension Benefit Guaranty
Corporation (the "PBGC," together with the Debtors and UMB, the
"Parties") regarding allowance of the PBGC claims for voting
purposes, to which the Official Committee of Unsecured Creditors
does not object.
The PBGC will have no obligation to file a motion under Bankruptcy
Rule 3018(a) for PBGC's claims for purposes of voting on the Plan.
For voting purposes only, the PBGC shall have a $74,000,000 Class 5
General Unsecured Claim.
About Thomas Health System
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.
TOTAL OILFIELD: Trustee Hires Sonoran Capital as Accountant
-----------------------------------------------------------
Stephen J. Moriarty, the Subchapter V Trustee of Total Oilfield
Solutions, LLC, seeks authority from the U.S. Bankruptcy Court for
the District of New Mexico to employ Sonoran Capital Advisors, LLC,
as accountant.
The Trustee requires Sonoran Capital to:
a. investigate the allegations set forth in Adversary
Proceeding No. 20-01040 pending in the case of Randall and
Dona Holman, Case No. 20-11199, in which Debtor is a named
Defendant (the "Adversary Proceeding") and other financial
transactions involving the Debtor;
b. assist with preparation of any financial or other
information that may be requested by parties in interest
and/or the Bankruptcy Court;
c. provide expert testimony, if requested; and
d. perform such other services as may be requested by Trustee.
Sonoran Capital will be paid at these hourly rates:
Bryan Perkinson $395
Scott Wiley $295
Ry Neri $195
Sonoran Capital will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Bryan Perkinson, partner of Sonoran Capital Advisors, LLC, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Sonoran Capital can be reached at:
Bryan Perkinson
SONORAN CAPITAL ADVISORS, LLC
1733 N Greenfield Rd. Suite 101
Mesa, AZ 85205
Tel: (480) 825-6650
About Total Oilfield Solutions
Total Oilfield Solutions, LLC, a Carlsbad, N.M.-based provider of
support activities for the mining industry, filed its voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. D.N.M.
Case No. 20-11198) on June 15, 2020. At the time of filing, Debtor
disclosed assets of $1 million to $10 million and estimated
liabilities of $100,000 to $500,000. Judge Robert H. Jacobvitz
oversees the case. The Debtor is represented by Giddens & Gatton
Law, P.C.
TRUE COLOURS: Unsecureds Will be Paid From Debtor's Excess Funds
----------------------------------------------------------------
True Colours, Inc. submits this Disclosure Statement.
Creditors shall be treated as follows:
Class 4. All allowed unsecured claims. Payment of non-priority
unsecured claims. Unsecured Claims - Debtor proposes to pay its
Excess Funds to the unsecured creditors over a three (3) year
period starting in January 2021. Debtor proposes that such payments
will be distributed on a quarterly basis and will be paid thirty
(30) days after the end of each quarter.
Class 5. Equity interests of the Debtor. Brian Hobbs is 100% owner
of Debtor. Debtor will pay Brian Hobbs a salary of $5,000 per month
for the remainder of 2020, then $7,500 per month for January
through December 2021, then $10,000 per month for January through
December 2022, then $12,000 per month thereafter. Mr. Hobbs salary
will be paid contingent upon play payments being made timely.
Debtor will fund the Plan from its operations as a florist shop and
event rental business.
A full-text copy of the Disclosure Statement dated August 19, 2020,
is available at https://tinyurl.com/y2nhzf5x from PacerMonitor.com
at no charge.
Attorney for the Debtor:
Gary D. Hammond
MITCHELL & HAMMOND
An Association of Professional Entities
512 N.W. 12th Street
Oklahoma City, OK 73103
Tel: 405.216.0007
Fax: 405.232.6358
E-mail: gary@okatty.com
Attorney for the Debtor:
Amanda R. Blackwood
BLACKWOOD LAW FIRM, PLLC
PO Box 6921
Moore, OK 73153
Tel: 405.633.1464
Fax: 405.378.4466
E-mail: amanda@blackwoodlawfirm.com
About True Colours, Inc.
True Colours, Inc. -- http://www.gardenpartyflowershop.com/-- is a
full-service florist offering a large selection of gift items and
artistically crafted floral designs. It offers a wide range of
services, including daily delivery arrangements, floral services
for wedding and events, wedding and event styling, and interior
decorating services.
True Colours sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Okla. Case No. 20-10845) on March 11, 2020. At
the time of the filing, the Debtor disclosed assets of $536,446 and
liabilities of $1,662,160.
The Debtor tapped Hammond & Associates, PLLC, as its legal counsel.
ULTRA PETROLEUM: Court Enters Plan Confirmation Order
-----------------------------------------------------
Judge Marvin Isgur entered an order approving Ultra Petroleum, et
al.' Disclosure Statement and confirming the Debtors' Second
Amended Joint Chapter 11 Plan of Reorganization.
Under section 1126(f) of the Bankruptcy Code, holders of Claims in
Class 1 (Other Secured Claims), Class 2 (Other Priority Claims),
and Class 7 (Ongoing Trade Claims) (collectively, the “Unimpaired
Classes”) are Unimpaired and conclusively presumed to have
accepted the Plan. The Debtors were not required to solicit votes
from the holders of Claims and Interests in Class 10 (Interests in
Ultra Petroleum), Class 11 (Interests in UP Energy), Class 12
(Section 510(b) Claims), and Class 13 (Non-Debtor Interests)
(collectively, the "Deemed Rejecting Classes"), which were Impaired
and deemed to reject the Plan. Holders of Claims and Interests in
Class 8 (Intercompany Claims) and Class 9 (Intercompany Interests)
(the "Presumed Accepting/Deemed Rejecting Classes" and, together
with the Unimpaired Classes and the Deemed Rejecting Classes, the
"Non-Voting Classes") are Unimpaired and conclusively presumed to
have accepted the Plan (to the extent reinstated) or are Impaired
and deemed to reject the Plan (to the extent cancelled), and, in
either event, are not entitled to vote to accept or reject the
Plan.
All shares of New Interests issued to holders of Allowed First Lien
Claims and Allowed Second Lien Notes Claims on account of their
Claims will be issued without registration under the Securities Act
or any similar federal, state, or local law in reliance on Section
1145(a) of the Bankruptcy Code, to the extent available. All
shares of New Interests issued pursuant to the Backstop Purchase
Agreement or in the Rights Offering, including shares of New
Interests that constitute the Commitment Premium will be issued
without registration under the Securities Act or any similar
federal, state, or local law in reliance on section 4(a)(2), of the
Securities Act.
The Plan satisfies the requirements of Sections 1122(a) and
1123(a)(1) of the Bankruptcy Code. Article III of the Plan
provides for the separate classification of Claims and Interests
into 13 Classes. Valid business, factual, and legal reasons exist
for the separate classification of such Classes of Claims and
Interests. The classifications reflect no improper purpose and do
not unfairly discriminate between, or among, holders of Claims or
Interests. Each Class of Claims and Interests contains only Claims
or Interests that are substantially similar to the other Claims or
Interests within that Class.
The Plan satisfies the requirements of section 1123(a)(2) of the
Bankruptcy Code. Article III of the Plan specifies that Claims, as
applicable, in the following Classes are Unimpaired under the Plan
within the meaning of section 1124 of the Bankruptcy Code:
Class 1 Other Secured Claims
Class 2 Other Priority Claims
Class 7 Ongoing Trade Claims
The Plan satisfies the requirements of Section 1123(a)(3) of the
Bankruptcy Code. Article III of the Plan specifies that Claims and
Interests, as applicable, in the following Classes (the "Impaired
Classes") are impaired under the Plan within the meaning of Section
1124 of the Bankruptcy Code, and describes the treatment of such
Classes:
Class 3 First Lien RBL Claims
Class 4 First Lien Term Loan Claims
Class 5 Second Lien Notes Claims
Class 6 General Unsecured Claims
Class 8 Intercompany Claims
Class 9 Intercompany Interests
Class 10 Interests in Ultra Petroleum
Class 11 Interests in UP Energy
Class 12 Section 510(b) Claims
Class 13 Non-Debtor Interests
The Plan does not satisfy the requirements of Section 1129(a)(8) of
the Bankruptcy Code. Classes 1, 2, and 7 constitute Unimpaired
Classes, each of which is conclusively presumed to have accepted
the Plan in accordance with section 1126(f) of the Bankruptcy Code.
Classes 3, 4, and 5 have voted to accept the Plan. Class 6 voted to
reject the Plan. Holders of Claims and Interests in Classes 8 and 9
are Unimpaired and conclusively presumed to have accepted the Plan
(to the extent reinstated) or are Impaired and deemed to reject the
Plan (to the extent cancelled), and, in either event, are not
entitled to vote to accept or reject the Plan. Holders of Interests
in Classes 10, 11, 12, and 13 receive no recovery on account of
their Interests pursuant to the Plan and are deemed to have
rejected the Plan. Notwithstanding the foregoing, the Plan is
confirmable because it satisfies sections 1129(a)(10) and 1129(b)
of the Bankruptcy Code.
The Plan satisfies the requirements of Section 1129(a)(10) of the
Bankruptcy Code. As evidenced by the Voting Report, classes 3, 4,
and 5, each of which is impaired, voted to accept the Plan by the
requisite numbers and amounts of Claims and Interests, determined
without including any acceptance of the Plan by any insider (as
that term is defined in Section 101(31) of the Bankruptcy Code), as
specified under the Bankruptcy Code.
Judge Marvin Isgur has ordered that the Disclosure Statement is
approved in all respects.
The Plan is approved in its entirety and CONFIRMED under section
1129 of the Bankruptcy Code. The terms of the Plan, including the
Plan Supplement, are incorporated by reference into and are an
integral part of this Confirmation Order.
All objections and all reservations of rights pertaining to
approval of the Disclosure Statement and Confirmation of the Plan
that have not been withdrawn, waived, or settled are hereby
OVERRULED and DENIED on the merits.
To the extent that any holder of a Secured Claim that has been
satisfied or discharged in full pursuant to the Plan, or any agent
for such holder, has filed or recorded publicly any Liens and/or
security interests to secure such holder's Secured Claim, then as
soon as practicable on or after the Effective Date, such holder (or
the agent for such holder) shall take any and all steps requested
by the Debtors, the Exit Agents or the Reorganized Debtors that are
necessary or desirable to record or effectuate the cancellation
and/or extinguishment of such Liens and/or security interests,
including the making of any applicable filings or recordings (in
each case at the sole cost and expense of the Reorganized Debtors),
and the Reorganized Debtors shall be entitled to make any such
filings or recordings on such holder's behalf.
All holders of Claims and Interests and their respective current
and former employees, agents, officers, directors, principals, and
direct and indirect Affiliates shall be enjoined from taking any
actions to interfere with the implementation or Consummation of the
Plan. Except as otherwise set forth in this Confirmation Order,
each holder of an Allowed Claim or Allowed Interest, as applicable,
by accepting, or being eligible to accept, distributions under or
Reinstatement of such Claim or Interest, as applicable, pursuant to
the Plan, shall be deemed to have consented to the injunction
provisions set forth in Article VIII.E of the Plan.
Reorganization Plan
ULTRA PETROLEUM CORP., et al., submitted a Second Amended Joint
Chapter 11 Plan of Reorganization.
The Plan proposes to treat claims as follows:
* Class 3 First Lien RBL Claims. This class is impaired and
having an allowed amount of $46,300,000. Each holder of an Allowed
First Lien RBL Claim shall receive:(i) if such holder has provided
the Debtors with a duly executed signature page to the Exit RBL
Commitment Letter, evidencing a commitment by such holder with
respect to the Exit RBL Facility pursuant to the terms of the Exit
RBL Commitment Letter, and exercises the Exit RBL Lender Cash
Election at the time of voting on the Plan, the Exit RBL Lender
Cash Election Amount; or; (ii) if such holder does not exercise the
Exit RBL Lender Cash Election at the time of voting on the Plan,
its Pro Rata share of the First Lien Distribution;
* Class 4 First Lien Term Loan Claims. This class is impaired
and having an allowed amount of $966,319,178. Each holder of an
Allowed First Lien Term Loan Claim shall receive (i) the right to
participate in the Rights Offering in accordance with the Rights
Offering Procedures, and (ii) its Pro Rata share of the First Lien
Distribution; provided, however, that in each case, each holder of
an Allowed First Lien Term Loan Claim shall waive any distributions
under Class 6 of this Plan on account of its deficiency Claims.
* Class 5 Second Lien Notes Claims. This class is impaired.
Each holder of an Allowed Second Lien Notes Claim shall receive its
pro rata share of the Second Lien Notes Distribution.
* Class 6 General Unsecured Claims. This class is impaired.
Each holder of an Allowed General Unsecured Claim shall receive its
pro rata share of the General Unsecured Claims Settlement
Distribution.
* Class 10 Interests in Ultra Petroleum. This class is
impaired. Holders of Interests in Ultra Petroleum will not receive
any distribution on account of such Interests, which will be
canceled, released, and extinguished as of the Effective Date, and
will be of no further force or effect.
* Class 11 Interests in UP Energy. This class is impaired.
Holders of Interests in UP Energy will not receive any distribution
on account of such Interests, which will be canceled, released, and
extinguished as of the Effective Date, and will be of no further
force or effect.
* Class 12 Section 510(b) Claims. This class is impaired.
Holders of Section 510(b) Claims will not receive any distribution
on account of such Interests, which will be canceled, released, and
extinguished as of the Effective Date, and will be of no further
force or effect.
* Class 13 Non-Debtor Interests. This class is impaired.
Holders of Allowed Non-Debtor Interests will not receive any
distribution on account of such Interests, which will be canceled,
released, and extinguished as of the Effective Date, and will be of
no further force or effect.
On the Effective Date, the Reorganized Debtors to be party thereto
shall enter into the Exit Financing Documents, including, without
limitation, any documents required in connection with the creation
or perfection of
Liens in connection therewith, in accordance with the Exit
Financing Documents. Confirmation of the Plan shall be deemed
approval of the Exit RBL Commitment Letter, Exit RBL Facility, the
Exit RBL Facility Documents, the Exit Term Loan Facility, the Exit
Term Loan Facility Documents, all transactions contemplated
thereby, and all actions to be taken, undertakings to be made, and
obligations to be incurred by the Reorganized Debtors in connection
therewith, including the payment of all fees, indemnities, and
expenses provided for therein, authorization of Reorganized Debtors
to be party thereto to enter into and execute the Exit Financing
Documents, and authorization for the Reorganized Debtors to create
or perfect the Liens in connection therewith.
A full-text copy of the Order and Plan dated August 22, 2020, is
available at https://tinyurl.com/y5tb53ah from PacerMonitor.com at
no charge.
Co-Counsel to the Debtors:
David R. Seligman, P.C.
Brad Weiland
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle Street
Chicago, Illinois 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
- and -
Matthew D. Cavenaugh
Jennifer F. Wertz
Kristhy M. Peguero
JACKSON WALKER LLP
1401 McKinney Street, Suite 1900
Houston, Texas 77010
Telephone: (713) 752-4200
Facsimile: (713) 752-4221
Christopher T. Greco P.C.
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (202) 389-5046
Facsimile: (202) 389-5200
AnnElyse Scarlett Gains
KIRKLAND & ELLIS INTERNATIONAL LLP
1301 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
Telephone: (202) 389-5046
Facsimile: (202) 389-5200
About Ultra Petroleum
Ultra Petroleum Corp., an independent oil and gas company, engages
in the acquisition, exploration, development, operation, and
production of oil and natural gas properties. Its principal
business activities are developing its natural gas reserves in the
Green River Basin of southwest Wyoming, the Pinedale and Jonah
fields. The company was founded in 1979 and is headquartered in
Englewood, Colorado.
Ultra Petroleum Corp. and its affiliates sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 20-32631) on May 14,
2020.
The Debtor disclosed total assets of $1,450,000,000 and total debt
of $2,560,000,000 as of March 31, 2020.
The Hon. Marvin Isgur is the case judge.
The Debtors tapped KIRKLAND & ELLIS LLP as general bankruptcy
counsel; JACKSON WALKER LLP as local bankruptcy counsel; CENTERVIEW
PARTNERS LLC as investment banker; and FTI CONSULTING, INC., as
financial advisor. Prime Clerk LLC is the claims agent.
VISTA PROPPANTS: Hires Kroll, Coveware as Consultants
-----------------------------------------------------
Vista Proppants and Logistics, LLC, and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Northern District
of Texas to employ Kroll Associates, Inc., and Coveware, Inc., as
consultants to the Debtors.
Vista Proppants requires the consultants to provide services to the
Debtors with respect to certain specialized matters.
The consultants 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.
Devon Ackerman, managing director of Kroll Associates, Inc.,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
The consultants can be reached at:
Devon Ackerman
KROLL ASSOCIATES, INC.
55 East 52nd Street
New York, NY 10055
Tel: (201) 463-6897
E-mail: devon.ackerman@kroll.com
About Vista Proppants and Logistics
Vista Proppants and Logistics, LLC -- https://www.vprop.com/ -- is
a pure-play, in-basin provider of frac sand solutions in producing
regions in Texas and Oklahoma, including the Permian Basin, Eagle
Ford Shale and SCOOP/STACK. It is headquartered in Fort Worth,
Texas.
Vista Proppants and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 20-42002)
on June 9, 2020. The petitions were signed by Gary Barton, chief
restructuring officer. At the time of the filing, Vista Proppants
had estimated assets of less than $50,000 and liabilities of
between $100 million and $500 million.
Judge Edward L. Morris oversees the cases.
The Debtors tapped Haynes and Boone, LLP, as their legal counsel;
Jackson Walker LLP as special litigation counsel; and Alvarez &
Marsal North America, LLC, as chief restructuring officer. Kurtzman
Carson Consultants, LLC, is the Debtors' claims, noticing,
balloting and solicitation agent.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on June 23, 2020. Kilpatrick Townsend & Stockton LLP and
Province, Inc. serve as the committee's legal counsel and financial
advisor, respectively.
WC 4TH AND COLORADO: Tap Columbia Consulting as Financial Advisor
-----------------------------------------------------------------
WC 4th and Colorado, LP, seeks authority from the U.S. Bankruptcy
Court for the Western District of Texas to employ Columbia
Consulting Group, PLLC, as financial advisor to the Debtor.
WC 4th and Colorado requires Columbia Consulting to:
a. assist in the preparation of projections and assistance in
structuring a Plan of Reorganization;
b. assist in the preparation of Schedules and MORs, if
necessary;
c. provide Expert Testimony, if necessary; and
d. provide other financial and accounting consulting services,
that may be required.
Columbia Consulting will be paid at these hourly rates:
Partners $250 to $300
Support Staffs $75 to $175
Columbia Consulting will be paid a retainer in the amount of
$10,000.
Columbia Consulting will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Jeffrey A. Worley, managing partner of Columbia Consulting 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.
Columbia Consulting can be reached at:
Jeffrey A. Worley, Esq.
COLUMBIA CONSULTING GROUP, PLLC
6101 Long Prairie Road, Suite 744 MB 17
Flower Mound, TX 75028
Tel: (972) 809-6393
About WC 4th and Colorado
WC 4th and Colorado, LP, is an Austin, Texas-based single asset
real estate debtor (as defined in 11 U.S.C. Section 101(51B)).
WC 4th and Colorado sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W. D. Tex. Case No. 20-10881) on Aug. 4,
2020. Brian Elliot, authorized agent, signed the petition. At the
time of the filing, the Debtor had estimated assets of between $10
million and $50 million and liabilities of between $1 million and
$10 million. Mark Ralston, Esq., is the Debtor's legal counsel.
WEST ALLEY BBQ: Hires Thomas H. Strawn as Counsel
-------------------------------------------------
West Alley BBQ, LLC, seeks authority from the U.S. Bankruptcy Court
for the Western District of Tennessee to employ Thomas H. Strawn,
Esq., as counsel to the Debtor.
West Alley BBQ requires Thomas H. Strawn to:
a. advise the Debtor with respect to its powers and duties in
the continued operation of its full service restaurant;
b. assist the Debtor in the preparation of its statement of
financial affairs, schedules, statement of executor
contracts and unexpired leases, and any papers or
pleadings, or any amendments thereto that the Debtor is
required to file in these cases;
c. represent the Debtor in any proceeding that is instituted
to reclaim property or obtain relief from the automatic
stay imposed by Section 362 of the Bankruptcy Code or that
seeks the turnover or recovery of property;
d. provide assistance, advice and representation concerning
the formulation, negotiation and confirmation of a Plan
of Reorganization, and accompanying ancillary documents;
e. provide assistance, advice and representation concerning
any investigation of the assets, liabilities and financial
condition of the Debtor that may be required;
f. represent the Debtor at hearings or matters pertaining to
affairs as the Debtor;
g. provide counseling and representation with respect to the
assumption or rejection of executory contracts and leases
and other bankruptcy-related matters arising from these
cases other than as set forth below;
h. represent the Debtor in matters that may arise in
connection with its farming operations, its financial and
legal affairs, its dealings with creditors and other
parties-in-interest and any other matters, which may
arise during the bankruptcy case;
i. render advice with respect to the myriad of general
corporate and litigation issues relating to these cases,
including, but not limited to, health care, real estate,
securities, corporate finance, tax and commercial
matters; and assisting Debtor in connection with any
necessary application, orders, reports or other legal
papers and to appear on behalf of the Debtor in proceedings
instituted by or against the Debtor; and
j. perform such other legal services as may be necessary and
appropriate for the efficient and economical administration
of these Chapter 11 cases.
Thomas H. Strawn will be paid at these hourly rates:
Thomas H. Strawn $300
Paralegal $100
Thomas H. Strawn will be paid a retainer in the amount of $2,000.
Thomas H. Strawn will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Thomas H. Strawn 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.
Thomas H. Strawn can be reached at:
Thomas H. Strawn, Esq.
400 Masonic Street
P.O. BOX 908
Dyersburg, TN 38025
Tel: (731) 285-3375
E-mail: tstrawn42@bellsouth.net
About West Alley BBQ
West Alley BBQ, LLC, owner of a barbecue restaurant in Jackson,
Tenn., sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Tenn. Case No. 20-11107) on Aug. 12, 2020. Judge
Jimmy L. Croom oversees the case. At the time of the filing, the
Debtor disclosed total assets of $10,100 and total liabilities of
$1,268,023. Thomas Strawn, Esq., at Strawn Law Firm, is the
Debtor's legal counsel.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
ABSOLUTE SOFTWRE ABT CN 130.2 (43.1) (16.9)
ABSOLUTE SOFTWRE OU1 GR 130.2 (43.1) (16.9)
ABSOLUTE SOFTWRE ALSWF US 130.2 (43.1) (16.9)
ABSOLUTE SOFTWRE ABT2EUR EU 130.2 (43.1) (16.9)
ACCELERATE DIAGN AXDX US 114.8 (37.0) 92.4
ACCELERATE DIAGN 1A8 GR 114.8 (37.0) 92.4
ACCELERATE DIAGN AXDX* MM 114.8 (37.0) 92.4
ACCOLADE INC ACCD US 120.5 (33.5) 21.4
ACUTUS MEDICAL AFIB US 72.0 (3.4) 15.1
ADAPTHEALTH CORP AHCO US 739.3 (6.8) 6.5
AGENUS INC AJ81 GR 185.8 (199.0) (37.5)
AGENUS INC AGEN US 185.8 (199.0) (37.5)
AGENUS INC AJ81 TH 185.8 (199.0) (37.5)
AGENUS INC AGENEUR EU 185.8 (199.0) (37.5)
AGENUS INC AJ81 QT 185.8 (199.0) (37.5)
AGENUS INC AJ81 GZ 185.8 (199.0) (37.5)
AGENUS INC AJ81 SW 185.8 (199.0) (37.5)
AMC ENTERTAINMEN AH9 GR 11,271.6 (1,575.4) (1,031.5)
AMC ENTERTAINMEN AMC US 11,271.6 (1,575.4) (1,031.5)
AMC ENTERTAINMEN AMC* MM 11,271.6 (1,575.4) (1,031.5)
AMC ENTERTAINMEN AMC4EUR EU 11,271.6 (1,575.4) (1,031.5)
AMC ENTERTAINMEN AH9 QT 11,271.6 (1,575.4) (1,031.5)
AMC ENTERTAINMEN AH9 TH 11,271.6 (1,575.4) (1,031.5)
AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2)
AMERICAN AIR-BDR AALL34 BZ 64,544.0 (3,169.0) (4,211.0)
AMERICAN AIRLINE AAL US 64,544.0 (3,169.0) (4,211.0)
AMERICAN AIRLINE AAL* MM 64,544.0 (3,169.0) (4,211.0)
AMERICAN AIRLINE A1G GR 64,544.0 (3,169.0) (4,211.0)
AMERICAN AIRLINE A1G TH 64,544.0 (3,169.0) (4,211.0)
AMERICAN AIRLINE AAL11EUR EU 64,544.0 (3,169.0) (4,211.0)
AMERICAN AIRLINE AAL AV 64,544.0 (3,169.0) (4,211.0)
AMERICAN AIRLINE AAL TE 64,544.0 (3,169.0) (4,211.0)
AMERICAN AIRLINE A1G SW 64,544.0 (3,169.0) (4,211.0)
AMERICAN AIRLINE A1G GZ 64,544.0 (3,169.0) (4,211.0)
AMERICAN AIRLINE A1G QT 64,544.0 (3,169.0) (4,211.0)
AMYRIS INC AMRS US 267.7 (59.6) 61.7
APACHE CORP APA* MM 12,999.0 (44.0) (52.0)
APACHE CORP APA TH 12,999.0 (44.0) (52.0)
APACHE CORP APA US 12,999.0 (44.0) (52.0)
APACHE CORP APA GZ 12,999.0 (44.0) (52.0)
APACHE CORP APA GR 12,999.0 (44.0) (52.0)
APACHE CORP APA1 SW 12,999.0 (44.0) (52.0)
APACHE CORP APAEUR EU 12,999.0 (44.0) (52.0)
APACHE CORP APA QT 12,999.0 (44.0) (52.0)
APACHE CORP- BDR A1PA34 BZ 12,999.0 (44.0) (52.0)
AQUESTIVE THERAP AQST US 63.5 (21.4) 29.0
ARYA SCIENCES AC ARYBU US - - -
ARYA SCIENCES-A ARYB US - - -
ASCENDANT DIG -A ACND US 0.4 (0.0) (0.4)
ASCENDANT DIGITA ACND/U US 0.4 (0.0) (0.4)
AUDIOEYE INC AEYE US 10.0 (0.5) (1.9)
AURANIA RESOURCE ARU CN 4.4 (0.5) (0.6)
AUTOZONE INC AZO US 14,423.9 (878.0) 504.8
AUTOZONE INC AZ5 GR 14,423.9 (878.0) 504.8
AUTOZONE INC AZ5 TH 14,423.9 (878.0) 504.8
AUTOZONE INC AZ5 GZ 14,423.9 (878.0) 504.8
AUTOZONE INC AZO AV 14,423.9 (878.0) 504.8
AUTOZONE INC AZ5 TE 14,423.9 (878.0) 504.8
AUTOZONE INC AZO* MM 14,423.9 (878.0) 504.8
AUTOZONE INC AZOEUR EU 14,423.9 (878.0) 504.8
AUTOZONE INC AZ5 QT 14,423.9 (878.0) 504.8
AUTOZONE INC-BDR AZOI34 BZ 14,423.9 (878.0) 504.8
AVID TECHNOLOGY AVID US 265.4 (156.5) 24.4
AVID TECHNOLOGY AVD GR 265.4 (156.5) 24.4
AVIS BUD-CEDEAR CAR AR 21,690.0 (153.0) 137.0
AVIS BUDGET GROU CAR US 21,690.0 (153.0) 137.0
AVIS BUDGET GROU CUCA TH 21,690.0 (153.0) 137.0
AVIS BUDGET GROU CAR* MM 21,690.0 (153.0) 137.0
AVIS BUDGET GROU CUCA GR 21,690.0 (153.0) 137.0
AVIS BUDGET GROU CAR2EUR EU 21,690.0 (153.0) 137.0
AVIS BUDGET GROU CUCA QT 21,690.0 (153.0) 137.0
B RILEY PRINCIPA BMRG/U US 177.5 177.4 0.7
B. RILEY PRINC-A BMRG US 177.5 177.4 0.7
BIGCOMMERCE-1 BI1 GR 79.6 (43.1) 18.2
BIGCOMMERCE-1 BI1 GZ 79.6 (43.1) 18.2
BIGCOMMERCE-1 BI1 TH 79.6 (43.1) 18.2
BIGCOMMERCE-1 BIGCEUR EU 79.6 (43.1) 18.2
BIGCOMMERCE-1 BI1 QT 79.6 (43.1) 18.2
BIGCOMMERCE-1 BIGC US 79.6 (43.1) 18.2
BIOHAVEN PHARMAC BHVN US 424.3 (35.5) 196.1
BIOHAVEN PHARMAC 2VN GR 424.3 (35.5) 196.1
BIOHAVEN PHARMAC BHVNEUR EU 424.3 (35.5) 196.1
BIOHAVEN PHARMAC 2VN TH 424.3 (35.5) 196.1
BIONOVATE TECHNO BIIO US - (0.4) (0.4)
BLOOM ENERGY C-A 1ZB GZ 1,277.5 (250.5) 137.1
BLOOM ENERGY C-A BE US 1,277.5 (250.5) 137.1
BLOOM ENERGY C-A 1ZB GR 1,277.5 (250.5) 137.1
BLOOM ENERGY C-A BE1EUR EU 1,277.5 (250.5) 137.1
BLOOM ENERGY C-A 1ZB QT 1,277.5 (250.5) 137.1
BLOOM ENERGY C-A 1ZB TH 1,277.5 (250.5) 137.1
BLUE BIRD CORP BLBD US 390.1 (61.9) 39.3
BLUE BIRD CORP 4RB GR 390.1 (61.9) 39.3
BLUE BIRD CORP 4RB GZ 390.1 (61.9) 39.3
BLUE BIRD CORP BLBDEUR EU 390.1 (61.9) 39.3
BLUELINX HOLDING FZG1 GR 999.1 (18.2) 416.8
BLUELINX HOLDING BXC US 999.1 (18.2) 416.8
BLUELINX HOLDING BXCEUR EU 999.1 (18.2) 416.8
BOEING CO-BDR BOEI34 BZ 162,872.0 (11,382.0) 37,795.0
BOEING CO-CED BA AR 162,872.0 (11,382.0) 37,795.0
BOEING CO-CED BAD AR 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BCO GR 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BAEUR EU 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BA EU 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BA PE 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BOE LN 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BOEI BB 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BA US 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BCO TH 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BA SW 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BA* MM 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BA TE 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BA AV 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BAUSD SW 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BCO GZ 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BA CI 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BCO QT 162,872.0 (11,382.0) 37,795.0
BOMBARDIER INC-B BBDBN MM 23,478.0 (6,526.0) (1,944.0)
BOOMER HOLDINGS BOMH US 2.6 (2.8) (1.9)
BRINKER INTL EAT US 2,356.0 (479.1) (273.5)
BRINKER INTL BKJ GR 2,356.0 (479.1) (273.5)
BRINKER INTL BKJ TH 2,356.0 (479.1) (273.5)
BRINKER INTL BKJ QT 2,356.0 (479.1) (273.5)
BRINKER INTL EAT2EUR EU 2,356.0 (479.1) (273.5)
BRP INC/CA-SUB V B15A GZ 4,240.0 (666.0) 759.8
BRP INC/CA-SUB V DOOEUR EU 4,240.0 (666.0) 759.8
BRP INC/CA-SUB V DOO CN 4,240.0 (666.0) 759.8
BRP INC/CA-SUB V B15A GR 4,240.0 (666.0) 759.8
BRP INC/CA-SUB V DOOO US 4,240.0 (666.0) 759.8
CADIZ INC 2ZC GR 70.9 (24.2) 2.1
CADIZ INC CDZI US 70.9 (24.2) 2.1
CADIZ INC CDZIEUR EU 70.9 (24.2) 2.1
CAMPING WORLD-A C83 TH 3,264.6 (69.9) 474.7
CAMPING WORLD-A C83 QT 3,264.6 (69.9) 474.7
CAMPING WORLD-A CWH US 3,264.6 (69.9) 474.7
CAMPING WORLD-A C83 GR 3,264.6 (69.9) 474.7
CAMPING WORLD-A CWHEUR EU 3,264.6 (69.9) 474.7
CARERX CORP CHHHF US 151.8 (1.6) (6.7)
CARERX CORP CRRX CN 151.8 (1.6) (6.7)
CDK GLOBAL INC CDK US 2,854.1 (580.7) 158.8
CDK GLOBAL INC C2G QT 2,854.1 (580.7) 158.8
CDK GLOBAL INC CDK* MM 2,854.1 (580.7) 158.8
CDK GLOBAL INC C2G TH 2,854.1 (580.7) 158.8
CDK GLOBAL INC CDKEUR EU 2,854.1 (580.7) 158.8
CDK GLOBAL INC C2G GR 2,854.1 (580.7) 158.8
CEDAR FAIR LP FUN US 2,657.5 (411.9) 183.8
CENGAGE LEARNING CNGO US 2,645.9 (180.3) 94.7
CHEWY INC- CL A CHWY* MM 1,144.8 (377.6) (475.8)
CHEWY INC- CL A CHWY US 1,144.8 (377.6) (475.8)
CHOICE HOTELS CZH GR 1,686.0 (42.8) 305.7
CHOICE HOTELS CHH US 1,686.0 (42.8) 305.7
CINCINNATI BELL CBB US 2,594.2 (204.6) (97.3)
CINCINNATI BELL CIB1 GR 2,594.2 (204.6) (97.3)
CINCINNATI BELL CBBEUR EU 2,594.2 (204.6) (97.3)
CITRIX SYS BDR C1TX34 BZ 4,548.1 (93.6) (306.6)
CITRIX SYSTEMS CTXS US 4,548.1 (93.6) (306.6)
CITRIX SYSTEMS CTX TH 4,548.1 (93.6) (306.6)
CITRIX SYSTEMS CTX GR 4,548.1 (93.6) (306.6)
CITRIX SYSTEMS CTXS AV 4,548.1 (93.6) (306.6)
CITRIX SYSTEMS CTXS TE 4,548.1 (93.6) (306.6)
CITRIX SYSTEMS CTX GZ 4,548.1 (93.6) (306.6)
CITRIX SYSTEMS CTXS* MM 4,548.1 (93.6) (306.6)
CITRIX SYSTEMS CTXSEUR EU 4,548.1 (93.6) (306.6)
CITRIX SYSTEMS CTX QT 4,548.1 (93.6) (306.6)
CLOVIS ONCOLOGY C6O GZ 628.2 (97.4) 210.3
CLOVIS ONCOLOGY C6O GR 628.2 (97.4) 210.3
CLOVIS ONCOLOGY CLVS US 628.2 (97.4) 210.3
CLOVIS ONCOLOGY C6O QT 628.2 (97.4) 210.3
CLOVIS ONCOLOGY CLVSEUR EU 628.2 (97.4) 210.3
CLOVIS ONCOLOGY C6O TH 628.2 (97.4) 210.3
COGENT COMMUNICA CCOI US 1,005.4 (235.6) 397.1
COGENT COMMUNICA OGM1 GR 1,005.4 (235.6) 397.1
COGENT COMMUNICA CCOIEUR EU 1,005.4 (235.6) 397.1
COGENT COMMUNICA CCOI* MM 1,005.4 (235.6) 397.1
COMMUNITY HEALTH CYH US 16,415.0 (1,563.0) 991.0
COMMUNITY HEALTH CG5 GR 16,415.0 (1,563.0) 991.0
COMMUNITY HEALTH CG5 QT 16,415.0 (1,563.0) 991.0
COMMUNITY HEALTH CYH1EUR EU 16,415.0 (1,563.0) 991.0
COMMUNITY HEALTH CG5 TH 16,415.0 (1,563.0) 991.0
CRYPTO CO/THE CRCW US 0.0 (2.3) (2.1)
CYTOKINETICS INC KK3A GR 232.5 (78.1) 196.3
CYTOKINETICS INC KK3A TH 232.5 (78.1) 196.3
CYTOKINETICS INC CYTK US 232.5 (78.1) 196.3
CYTOKINETICS INC KK3A QT 232.5 (78.1) 196.3
CYTOKINETICS INC CYTKEUR EU 232.5 (78.1) 196.3
DEERFIELD HEAL-A DFHT US 0.5 (0.0) (0.3)
DEERFIELD HEALTH DFHTU US 0.5 (0.0) (0.3)
DELEK LOGISTICS DKL US 973.7 (78.3) 25.5
DENNY'S CORP DENN US 468.7 (217.5) (13.7)
DENNY'S CORP DE8 TH 468.7 (217.5) (13.7)
DENNY'S CORP DE8 GR 468.7 (217.5) (13.7)
DENNY'S CORP DENNEUR EU 468.7 (217.5) (13.7)
DIEBOLD NIXDORF DBD US 3,721.1 (708.5) 367.5
DIEBOLD NIXDORF DBD GR 3,721.1 (708.5) 367.5
DIEBOLD NIXDORF DBDEUR EU 3,721.1 (708.5) 367.5
DIEBOLD NIXDORF DBD TH 3,721.1 (708.5) 367.5
DIEBOLD NIXDORF DBD QT 3,721.1 (708.5) 367.5
DIEBOLD NIXDORF DBD SW 3,721.1 (708.5) 367.5
DINE BRANDS GLOB DIN US 2,043.3 (368.6) 185.3
DINE BRANDS GLOB IHP GR 2,043.3 (368.6) 185.3
DINE BRANDS GLOB IHP TH 2,043.3 (368.6) 185.3
DOMINO'S PIZZA DPZ US 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA EZV GR 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA EZV TH 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA DPZEUR EU 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA EZV GZ 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA DPZ AV 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA DPZ* MM 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA EZV QT 1,620.9 (3,211.5) 468.0
DOMO INC- CL B DOMO US 195.1 (72.9) (8.0)
DOMO INC- CL B 1ON GR 195.1 (72.9) (8.0)
DOMO INC- CL B 1ON GZ 195.1 (72.9) (8.0)
DOMO INC- CL B DOMOEUR EU 195.1 (72.9) (8.0)
DOMO INC- CL B 1ON TH 195.1 (72.9) (8.0)
DRAFTKINGS INC-A 8DEA TH 2,516.1 2,191.3 1,181.1
DRAFTKINGS INC-A 8DEA QT 2,516.1 2,191.3 1,181.1
DRAFTKINGS INC-A 8DEA GZ 2,516.1 2,191.3 1,181.1
DRAFTKINGS INC-A DKNG US 2,516.1 2,191.3 1,181.1
DRAFTKINGS INC-A 8DEA GR 2,516.1 2,191.3 1,181.1
DRAFTKINGS INC-A DKNG1EUR EU 2,516.1 2,191.3 1,181.1
DRAFTKINGS INC-A DKNG* MM 2,516.1 2,191.3 1,181.1
DUNKIN' BRANDS G 2DB GR 3,829.3 (587.7) 319.4
DUNKIN' BRANDS G 2DB TH 3,829.3 (587.7) 319.4
DUNKIN' BRANDS G DNKN US 3,829.3 (587.7) 319.4
DUNKIN' BRANDS G DNKNEUR EU 3,829.3 (587.7) 319.4
DUNKIN' BRANDS G 2DB QT 3,829.3 (587.7) 319.4
DUNKIN' BRANDS G 2DB GZ 3,829.3 (587.7) 319.4
DYE & DURHAM LTD DYNDF US 167.0 (68.9) (13.7)
DYE & DURHAM LTD DND CN 167.0 (68.9) (13.7)
EMISPHERE TECH EMIS US 5.2 (155.3) (1.4)
EVERI HOLDINGS I EVRI US 1,484.1 (18.8) 108.3
EVERI HOLDINGS I G2C GR 1,484.1 (18.8) 108.3
EVERI HOLDINGS I G2C TH 1,484.1 (18.8) 108.3
EVERI HOLDINGS I EVRIEUR EU 1,484.1 (18.8) 108.3
FATHOM HOLDINGS FTHM US 4.8 (0.8) -
FRONTDOOR IN FTDR US 1,361.0 (125.0) 161.0
FRONTDOOR IN 3I5 GR 1,361.0 (125.0) 161.0
FRONTDOOR IN FTDREUR EU 1,361.0 (125.0) 161.0
GODADDY INC-A GDDY US 6,092.1 (254.5) (1,667.8)
GODADDY INC-A 38D TH 6,092.1 (254.5) (1,667.8)
GODADDY INC-A GDDY* MM 6,092.1 (254.5) (1,667.8)
GODADDY INC-A 38D GR 6,092.1 (254.5) (1,667.8)
GODADDY INC-A 38D QT 6,092.1 (254.5) (1,667.8)
GOGO INC G0G GZ 1,064.8 (569.0) 98.9
GOGO INC GOGO US 1,064.8 (569.0) 98.9
GOGO INC GOGOEUR EU 1,064.8 (569.0) 98.9
GOGO INC G0G GR 1,064.8 (569.0) 98.9
GOGO INC G0G QT 1,064.8 (569.0) 98.9
GOGO INC G0G SW 1,064.8 (569.0) 98.9
GOGO INC G0G TH 1,064.8 (569.0) 98.9
GOLDEN STAR RES GS51 GR 381.3 (21.9) (31.0)
GOLDEN STAR RES GSC CN 381.3 (21.9) (31.0)
GOLDEN STAR RES GSS US 381.3 (21.9) (31.0)
GOLDEN STAR RES GSC1EUR EU 381.3 (21.9) (31.0)
GOLDEN STAR RES GS51 QT 381.3 (21.9) (31.0)
GOLDEN STAR RES GS51 GZ 381.3 (21.9) (31.0)
GOOSEHEAD INSU-A GSHD US 142.6 (17.2) 60.0
GOOSEHEAD INSU-A 2OX GR 142.6 (17.2) 60.0
GOOSEHEAD INSU-A GSHDEUR EU 142.6 (17.2) 60.0
GORES HOLDINGS I GHIVU US 426.9 411.8 0.6
GORES HOLDINGS-A GHIV US 426.9 411.8 0.6
GRAFTECH INTERNA EAF US 1,533.4 (574.7) 482.8
GRAFTECH INTERNA G6G GZ 1,533.4 (574.7) 482.8
GRAFTECH INTERNA G6G GR 1,533.4 (574.7) 482.8
GRAFTECH INTERNA G6G TH 1,533.4 (574.7) 482.8
GRAFTECH INTERNA EAFEUR EU 1,533.4 (574.7) 482.8
GRAFTECH INTERNA G6G QT 1,533.4 (574.7) 482.8
GREEN PLAINS PAR GPP US 105.3 (69.2) (36.9)
GREENPOWER MOTOR GRT1 GZ 19.7 (3.3) (1.0)
GREENPOWER MOTOR GPV CN 19.7 (3.3) (1.0)
GREENPOWER MOTOR GRT1 GR 19.7 (3.3) (1.0)
GREENPOWER MOTOR GPVEUR EU 19.7 (3.3) (1.0)
GREENPOWER MOTOR GP US 19.7 (3.3) (1.0)
GREENSKY INC-A GSKY US 1,326.8 (196.9) 645.3
GS ACQ HDS CO II GSAH/U US 1.0 (0.0) (0.0)
GS ACQUISITION-A 55I GR 1.0 (0.0) (0.0)
GS ACQUISITION-A GSAHEUR EU 1.0 (0.0) (0.0)
GS ACQUISITION-A GSAH US 1.0 (0.0) (0.0)
HARMONY BIOSCIE HRMY US 163.1 (49.7) 74.0
HERBALIFE NUTRIT HOO GR 3,567.4 (264.8) 1,304.9
HERBALIFE NUTRIT HLF US 3,567.4 (264.8) 1,304.9
HERBALIFE NUTRIT HOO TH 3,567.4 (264.8) 1,304.9
HERBALIFE NUTRIT HOO GZ 3,567.4 (264.8) 1,304.9
HERBALIFE NUTRIT HLFEUR EU 3,567.4 (264.8) 1,304.9
HERBALIFE NUTRIT HOO QT 3,567.4 (264.8) 1,304.9
HEWLETT-CEDEAR HPQ AR 34,244.0 (1,986.0) (4,757.0)
HEWLETT-CEDEAR HPQC AR 34,244.0 (1,986.0) (4,757.0)
HEWLETT-CEDEAR HPQD AR 34,244.0 (1,986.0) (4,757.0)
HILTON WORLD-BDR H1LT34 BZ 17,126.0 (1,291.0) 2,271.0
HILTON WORLDWIDE HI91 GR 17,126.0 (1,291.0) 2,271.0
HILTON WORLDWIDE HI91 TH 17,126.0 (1,291.0) 2,271.0
HILTON WORLDWIDE HI91 GZ 17,126.0 (1,291.0) 2,271.0
HILTON WORLDWIDE HLT* MM 17,126.0 (1,291.0) 2,271.0
HILTON WORLDWIDE HLTW AV 17,126.0 (1,291.0) 2,271.0
HILTON WORLDWIDE HLTEUR EU 17,126.0 (1,291.0) 2,271.0
HILTON WORLDWIDE HI91 TE 17,126.0 (1,291.0) 2,271.0
HILTON WORLDWIDE HLT US 17,126.0 (1,291.0) 2,271.0
HOME DEPOT - BDR HOME34 BZ 63,349.0 (414.0) 7,162.0
HOME DEPOT INC HD TE 63,349.0 (414.0) 7,162.0
HOME DEPOT INC HD US 63,349.0 (414.0) 7,162.0
HOME DEPOT INC HDI TH 63,349.0 (414.0) 7,162.0
HOME DEPOT INC HDI GR 63,349.0 (414.0) 7,162.0
HOME DEPOT INC HD* MM 63,349.0 (414.0) 7,162.0
HOME DEPOT INC HD AV 63,349.0 (414.0) 7,162.0
HOME DEPOT INC 0R1G LN 63,349.0 (414.0) 7,162.0
HOME DEPOT INC HDUSD SW 63,349.0 (414.0) 7,162.0
HOME DEPOT INC HDI GZ 63,349.0 (414.0) 7,162.0
HOME DEPOT INC HD CI 63,349.0 (414.0) 7,162.0
HOME DEPOT INC HD SW 63,349.0 (414.0) 7,162.0
HOME DEPOT INC HDEUR EU 63,349.0 (414.0) 7,162.0
HOME DEPOT INC HDI QT 63,349.0 (414.0) 7,162.0
HOME DEPOT-CED HDD AR 63,349.0 (414.0) 7,162.0
HOME DEPOT-CED HDC AR 63,349.0 (414.0) 7,162.0
HOME DEPOT-CED HD AR 63,349.0 (414.0) 7,162.0
HOVNANIAN ENT-A HOVEUR EU 1,805.7 (479.5) 773.7
HOVNANIAN ENT-A HOV US 1,805.7 (479.5) 773.7
HOVNANIAN ENT-A HO3A GR 1,805.7 (479.5) 773.7
HP COMPANY-BDR HPQB34 BZ 34,244.0 (1,986.0) (4,757.0)
HP INC HPQ* MM 34,244.0 (1,986.0) (4,757.0)
HP INC HPQ TE 34,244.0 (1,986.0) (4,757.0)
HP INC HPQ US 34,244.0 (1,986.0) (4,757.0)
HP INC 7HP TH 34,244.0 (1,986.0) (4,757.0)
HP INC 7HP GR 34,244.0 (1,986.0) (4,757.0)
HP INC HPQUSD SW 34,244.0 (1,986.0) (4,757.0)
HP INC HPQEUR EU 34,244.0 (1,986.0) (4,757.0)
HP INC 7HP GZ 34,244.0 (1,986.0) (4,757.0)
HP INC HPQ AV 34,244.0 (1,986.0) (4,757.0)
HP INC HPQ CI 34,244.0 (1,986.0) (4,757.0)
HP INC HPQ SW 34,244.0 (1,986.0) (4,757.0)
HP INC 7HP QT 34,244.0 (1,986.0) (4,757.0)
IAA INC IAA US 2,273.5 (67.4) 292.9
IAA INC 3NI GR 2,273.5 (67.4) 292.9
IAA INC IAA-WEUR EU 2,273.5 (67.4) 292.9
IMMUNOGEN INC IMU TH 269.7 (24.5) 150.5
IMMUNOGEN INC IMGNEUR EU 269.7 (24.5) 150.5
IMMUNOGEN INC IMGN US 269.7 (24.5) 150.5
IMMUNOGEN INC IMU GZ 269.7 (24.5) 150.5
IMMUNOGEN INC IMGN* MM 269.7 (24.5) 150.5
IMMUNOGEN INC IMU QT 269.7 (24.5) 150.5
IMMUNOGEN INC IMU GR 269.7 (24.5) 150.5
INHIBRX INC 1RK GR 21.3 (67.0) (21.0)
INHIBRX INC INBXEUR EU 21.3 (67.0) (21.0)
INHIBRX INC 1RK TH 21.3 (67.0) (21.0)
INHIBRX INC 1RK QT 21.3 (67.0) (21.0)
INHIBRX INC INBX US 21.3 (67.0) (21.0)
INSEEGO CORP INSG US 211.9 (41.9) 46.8
INSEEGO CORP INSGEUR EU 211.9 (41.9) 46.8
INSEEGO CORP INO GR 211.9 (41.9) 46.8
INSEEGO CORP INO GZ 211.9 (41.9) 46.8
INSEEGO CORP INO TH 211.9 (41.9) 46.8
INSEEGO CORP INO QT 211.9 (41.9) 46.8
INSU ACQUISITION INAQU US 0.0 (0.0) (0.0)
INTERCEPT PHARMA I4P TH 637.5 (78.8) 443.1
INTERCEPT PHARMA I4P GZ 637.5 (78.8) 443.1
INTERCEPT PHARMA ICPT US 637.5 (78.8) 443.1
INTERCEPT PHARMA I4P GR 637.5 (78.8) 443.1
INTERCEPT PHARMA I4P QT 637.5 (78.8) 443.1
INTERCEPT PHARMA ICPT* MM 637.5 (78.8) 443.1
IRONWOOD PHARMAC I76 GR 443.5 (36.9) 347.6
IRONWOOD PHARMAC I76 TH 443.5 (36.9) 347.6
IRONWOOD PHARMAC IRWD US 443.5 (36.9) 347.6
IRONWOOD PHARMAC I76 QT 443.5 (36.9) 347.6
IRONWOOD PHARMAC IRWDEUR EU 443.5 (36.9) 347.6
J.C. PENNEY CO JCP* MM 8,403.0 (89.0) 686.0
JACK IN THE BOX JBX GR 1,886.7 (827.0) (42.7)
JACK IN THE BOX JACK US 1,886.7 (827.0) (42.7)
JACK IN THE BOX JBX QT 1,886.7 (827.0) (42.7)
JACK IN THE BOX JBX GZ 1,886.7 (827.0) (42.7)
JACK IN THE BOX JACK1EUR EU 1,886.7 (827.0) (42.7)
JOSEMARIA RESOUR JOSE SS 15.7 (38.0) (49.1)
JOSEMARIA RESOUR NGQSEK EU 15.7 (38.0) (49.1)
JOSEMARIA RESOUR JOSES I2 15.7 (38.0) (49.1)
JOSEMARIA RESOUR JOSES IX 15.7 (38.0) (49.1)
JOSEMARIA RESOUR JOSES EB 15.7 (38.0) (49.1)
KONTOOR BRAND 3KO TH 1,572.8 (44.9) 589.1
KONTOOR BRAND 3KO GR 1,572.8 (44.9) 589.1
KONTOOR BRAND KTBEUR EU 1,572.8 (44.9) 589.1
KONTOOR BRAND 3KO QT 1,572.8 (44.9) 589.1
KONTOOR BRAND 3KO GZ 1,572.8 (44.9) 589.1
KONTOOR BRAND KTB US 1,572.8 (44.9) 589.1
L BRANDS INC LB US 10,880.0 (1,904.0) 1,072.0
L BRANDS INC LTD TH 10,880.0 (1,904.0) 1,072.0
L BRANDS INC LBRA AV 10,880.0 (1,904.0) 1,072.0
L BRANDS INC LB* MM 10,880.0 (1,904.0) 1,072.0
L BRANDS INC LTD QT 10,880.0 (1,904.0) 1,072.0
L BRANDS INC LTD GR 10,880.0 (1,904.0) 1,072.0
L BRANDS INC LBEUR EU 10,880.0 (1,904.0) 1,072.0
L BRANDS INC LTD SW 10,880.0 (1,904.0) 1,072.0
L BRANDS INC-BDR LBRN34 BZ 10,880.0 (1,904.0) 1,072.0
LENNOX INTL INC LII US 2,124.3 (228.9) 280.7
LENNOX INTL INC LXI TH 2,124.3 (228.9) 280.7
LENNOX INTL INC LII1EUR EU 2,124.3 (228.9) 280.7
LENNOX INTL INC LXI GR 2,124.3 (228.9) 280.7
LENNOX INTL INC LII* MM 2,124.3 (228.9) 280.7
MADISON SQUARE G MSG1EUR EU 1,233.8 (203.4) (162.0)
MADISON SQUARE G MS8 GR 1,233.8 (203.4) (162.0)
MADISON SQUARE G MSGS US 1,233.8 (203.4) (162.0)
MARRIOTT - BDR M1TT34 BZ 25,680.0 (79.0) (2,005.0)
MARRIOTT INTL-A MAQ GR 25,680.0 (79.0) (2,005.0)
MARRIOTT INTL-A MAR US 25,680.0 (79.0) (2,005.0)
MARRIOTT INTL-A MAQ TH 25,680.0 (79.0) (2,005.0)
MARRIOTT INTL-A MAR AV 25,680.0 (79.0) (2,005.0)
MARRIOTT INTL-A MAR TE 25,680.0 (79.0) (2,005.0)
MARRIOTT INTL-A MAREUR EU 25,680.0 (79.0) (2,005.0)
MARRIOTT INTL-A MAQ GZ 25,680.0 (79.0) (2,005.0)
MARRIOTT INTL-A MAQ QT 25,680.0 (79.0) (2,005.0)
MARRIOTT INTL-A MAQ SW 25,680.0 (79.0) (2,005.0)
MCDONALD'S CORP TCXMCD AU 49,938.9 (9,463.1) (636.7)
MCDONALDS - BDR MCDC34 BZ 49,938.9 (9,463.1) (636.7)
MCDONALDS CORP MDO TH 49,938.9 (9,463.1) (636.7)
MCDONALDS CORP MCD US 49,938.9 (9,463.1) (636.7)
MCDONALDS CORP MCD SW 49,938.9 (9,463.1) (636.7)
MCDONALDS CORP MDO GR 49,938.9 (9,463.1) (636.7)
MCDONALDS CORP MCD* MM 49,938.9 (9,463.1) (636.7)
MCDONALDS CORP MCD TE 49,938.9 (9,463.1) (636.7)
MCDONALDS CORP MCD AV 49,938.9 (9,463.1) (636.7)
MCDONALDS CORP 0R16 LN 49,938.9 (9,463.1) (636.7)
MCDONALDS CORP MCDUSD SW 49,938.9 (9,463.1) (636.7)
MCDONALDS CORP MCDEUR EU 49,938.9 (9,463.1) (636.7)
MCDONALDS CORP MDO GZ 49,938.9 (9,463.1) (636.7)
MCDONALDS CORP MCD CI 49,938.9 (9,463.1) (636.7)
MCDONALDS CORP MDO QT 49,938.9 (9,463.1) (636.7)
MCDONALDS-CEDEAR MCD AR 49,938.9 (9,463.1) (636.7)
MCDONALDS-CEDEAR MCDC AR 49,938.9 (9,463.1) (636.7)
MCDONALDS-CEDEAR MCDD AR 49,938.9 (9,463.1) (636.7)
MERCER PARK BR-A MRCQF US 411.4 (9.5) 2.9
MERCER PARK BR-A BRND/A/U CN 411.4 (9.5) 2.9
MICHAELS COS INC MIK US 3,923.3 (1,509.9) 385.4
MICHAELS COS INC MIM QT 3,923.3 (1,509.9) 385.4
MICHAELS COS INC MIM GZ 3,923.3 (1,509.9) 385.4
MICHAELS COS INC MIKEUR EU 3,923.3 (1,509.9) 385.4
MICHAELS COS INC MIM GR 3,923.3 (1,509.9) 385.4
MICHAELS COS INC MIM TH 3,923.3 (1,509.9) 385.4
MIGOM GLOBAL COR MGOM US 0.0 (0.0) (0.0)
MILESTONE MEDICA MMD PW 0.7 (15.4) (15.5)
MILESTONE MEDICA MMDPLN EU 0.7 (15.4) (15.5)
MONEYGRAM INTERN MGI US 4,417.8 (268.5) (122.3)
MOTOROLA SOL-CED MSI AR 10,374.0 (815.0) 606.0
MOTOROLA SOLUTIO MOT TE 10,374.0 (815.0) 606.0
MOTOROLA SOLUTIO MSI US 10,374.0 (815.0) 606.0
MOTOROLA SOLUTIO MTLA TH 10,374.0 (815.0) 606.0
MOTOROLA SOLUTIO MTLA GR 10,374.0 (815.0) 606.0
MOTOROLA SOLUTIO MOSI AV 10,374.0 (815.0) 606.0
MOTOROLA SOLUTIO MSI1EUR EU 10,374.0 (815.0) 606.0
MOTOROLA SOLUTIO MTLA GZ 10,374.0 (815.0) 606.0
MOTOROLA SOLUTIO MTLA QT 10,374.0 (815.0) 606.0
MSCI INC 3HM GR 4,187.4 (310.9) 1,064.9
MSCI INC MSCI US 4,187.4 (310.9) 1,064.9
MSCI INC 3HM GZ 4,187.4 (310.9) 1,064.9
MSCI INC 3HM QT 4,187.4 (310.9) 1,064.9
MSCI INC MSCI* MM 4,187.4 (310.9) 1,064.9
MSG NETWORKS- A 1M4 GR 850.8 (552.8) 258.6
MSG NETWORKS- A MSGN US 850.8 (552.8) 258.6
MSG NETWORKS- A 1M4 QT 850.8 (552.8) 258.6
MSG NETWORKS- A MSGNEUR EU 850.8 (552.8) 258.6
MSG NETWORKS- A 1M4 TH 850.8 (552.8) 258.6
NATHANS FAMOUS NATH US 102.2 (65.3) 76.4
NATHANS FAMOUS NFA GR 102.2 (65.3) 76.4
NATHANS FAMOUS NATHEUR EU 102.2 (65.3) 76.4
NAVISTAR INTL NAV US 6,675.0 (3,828.0) 1,577.0
NAVISTAR INTL IHR GR 6,675.0 (3,828.0) 1,577.0
NAVISTAR INTL IHR TH 6,675.0 (3,828.0) 1,577.0
NAVISTAR INTL NAVEUR EU 6,675.0 (3,828.0) 1,577.0
NAVISTAR INTL IHR QT 6,675.0 (3,828.0) 1,577.0
NAVISTAR INTL IHR GZ 6,675.0 (3,828.0) 1,577.0
NESCO HOLDINGS I NSCO US 783.2 (40.2) 47.6
NEW ENG RLTY-LP NEN US 294.8 (37.7) -
NKARTA INC NKTX US 43.6 (24.1) (37.4)
NORTONLIFEL- BDR S1YM34 BZ 6,405.0 (503.0) (598.0)
NORTONLIFELOCK I NLOK US 6,405.0 (503.0) (598.0)
NORTONLIFELOCK I SYM GR 6,405.0 (503.0) (598.0)
NORTONLIFELOCK I SYMC TE 6,405.0 (503.0) (598.0)
NORTONLIFELOCK I SYMC AV 6,405.0 (503.0) (598.0)
NORTONLIFELOCK I NLOK* MM 6,405.0 (503.0) (598.0)
NORTONLIFELOCK I SYMCEUR EU 6,405.0 (503.0) (598.0)
NORTONLIFELOCK I SYM GZ 6,405.0 (503.0) (598.0)
NORTONLIFELOCK I SYM QT 6,405.0 (503.0) (598.0)
NUTANIX INC - A 0NU GZ 1,768.5 (275.0) 333.8
NUTANIX INC - A 0NU GR 1,768.5 (275.0) 333.8
NUTANIX INC - A NTNXEUR EU 1,768.5 (275.0) 333.8
NUTANIX INC - A 0NU TH 1,768.5 (275.0) 333.8
NUTANIX INC - A 0NU QT 1,768.5 (275.0) 333.8
NUTANIX INC - A NTNX US 1,768.5 (275.0) 333.8
OMEROS CORP OMER US 70.7 (161.3) 0.9
OMEROS CORP 3O8 GR 70.7 (161.3) 0.9
OMEROS CORP 3O8 QT 70.7 (161.3) 0.9
OMEROS CORP 3O8 TH 70.7 (161.3) 0.9
OMEROS CORP OMEREUR EU 70.7 (161.3) 0.9
ONTRAK INC HY1N TH 25.0 (30.0) 2.6
ONTRAK INC OTRK US 25.0 (30.0) 2.6
ONTRAK INC HY1N GZ 25.0 (30.0) 2.6
ONTRAK INC HY1N GR 25.0 (30.0) 2.6
ONTRAK INC CATSEUR EU 25.0 (30.0) 2.6
OPEN LENDING C-A LPRO US 186.5 (464.3) -
OPTIVA INC OPT CN 91.1 (49.6) 4.5
OPTIVA INC RKNEF US 91.1 (49.6) 4.5
OTIS WORLDWI OTIS US 10,441.0 (3,576.0) 630.0
OTIS WORLDWI 4PG GR 10,441.0 (3,576.0) 630.0
OTIS WORLDWI OTISEUR EU 10,441.0 (3,576.0) 630.0
OTIS WORLDWI 4PG GZ 10,441.0 (3,576.0) 630.0
OTIS WORLDWI OTIS* MM 10,441.0 (3,576.0) 630.0
OTIS WORLDWI 4PG TH 10,441.0 (3,576.0) 630.0
OTIS WORLDWI 4PG QT 10,441.0 (3,576.0) 630.0
PAPA JOHN'S INTL PZZAEUR EU 757.7 (33.4) (3.4)
PAPA JOHN'S INTL PP1 GZ 757.7 (33.4) (3.4)
PAPA JOHN'S INTL PZZA US 757.7 (33.4) (3.4)
PAPA JOHN'S INTL PP1 GR 757.7 (33.4) (3.4)
PARATEK PHARMACE PRTK US 227.1 (63.5) 188.3
PARATEK PHARMACE N4CN GR 227.1 (63.5) 188.3
PARATEK PHARMACE N4CN TH 227.1 (63.5) 188.3
PHILIP MORRI-BDR PHMO34 BZ 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN 4I1 GR 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN PM US 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN PM1CHF EU 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN PM1 TE 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN 4I1 TH 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN PMI SW 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN PM1EUR EU 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN 0M8V LN 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN 4I1 GZ 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN PM* MM 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN PMIZ IX 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN PMIZ EB 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN 4I1 QT 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN PMOR AV 39,162.0 (10,120.0) 1,984.0
PLANET FITNESS-A PLNT1EUR EU 1,800.0 (721.7) 446.9
PLANET FITNESS-A 3PL QT 1,800.0 (721.7) 446.9
PLANET FITNESS-A PLNT US 1,800.0 (721.7) 446.9
PLANET FITNESS-A 3PL TH 1,800.0 (721.7) 446.9
PLANET FITNESS-A 3PL GR 1,800.0 (721.7) 446.9
PLANTRONICS INC PLT US 2,228.9 (149.7) 183.5
PLANTRONICS INC PTM GR 2,228.9 (149.7) 183.5
PLANTRONICS INC PLTEUR EU 2,228.9 (149.7) 183.5
PLANTRONICS INC PTM GZ 2,228.9 (149.7) 183.5
PPD INC PPD US 5,906.5 (1,034.5) 136.9
PRIORITY TECHNOL PRTH US 449.7 (133.5) (4.8)
PROGENITY INC 4ZU TH 111.0 (84.8) 9.5
PROGENITY INC 4ZU GR 111.0 (84.8) 9.5
PROGENITY INC 4ZU QT 111.0 (84.8) 9.5
PROGENITY INC PROGEUR EU 111.0 (84.8) 9.5
PROGENITY INC 4ZU GZ 111.0 (84.8) 9.5
PROGENITY INC PROG US 111.0 (84.8) 9.5
PSOMAGEN INC-KDR 950200 KS - - -
QUANTUM CORP QMCO US 164.9 (195.5) (0.9)
QUANTUM CORP QNT2 GR 164.9 (195.5) (0.9)
QUANTUM CORP QTM1EUR EU 164.9 (195.5) (0.9)
RADIUS HEALTH IN 1R8 GR 175.1 (109.4) 94.2
RADIUS HEALTH IN RDUS US 175.1 (109.4) 94.2
RADIUS HEALTH IN 1R8 TH 175.1 (109.4) 94.2
RADIUS HEALTH IN RDUSEUR EU 175.1 (109.4) 94.2
RADIUS HEALTH IN 1R8 QT 175.1 (109.4) 94.2
REC SILICON ASA RECO IX 268.9 (49.9) 4.4
REC SILICON ASA REC SS 268.9 (49.9) 4.4
REC SILICON ASA RECO S1 268.9 (49.9) 4.4
REC SILICON ASA RECO TQ 268.9 (49.9) 4.4
REC SILICON ASA REC EU 268.9 (49.9) 4.4
REC SILICON ASA RECO EB 268.9 (49.9) 4.4
REC SILICON ASA REC NO 268.9 (49.9) 4.4
REC SILICON ASA RECO I2 268.9 (49.9) 4.4
REC SILICON ASA RECO PO 268.9 (49.9) 4.4
REC SILICON ASA RECO QX 268.9 (49.9) 4.4
REC SILICON ASA RECO B3 268.9 (49.9) 4.4
REC SILICON ASA RECO S2 268.9 (49.9) 4.4
REKOR SYSTEMS IN REKR US 22.6 (4.6) (0.2)
REKOR SYSTEMS IN 38E GR 22.6 (4.6) (0.2)
REKOR SYSTEMS IN REKREUR EU 22.6 (4.6) (0.2)
REVLON INC-A REV US 2,999.3 (1,548.5) 28.9
REVLON INC-A RVL1 GR 2,999.3 (1,548.5) 28.9
REVLON INC-A REV* MM 2,999.3 (1,548.5) 28.9
REVLON INC-A REVEUR EU 2,999.3 (1,548.5) 28.9
REVLON INC-A RVL1 TH 2,999.3 (1,548.5) 28.9
RIMINI STREET IN RMNI US 201.8 (89.8) (91.5)
ROSETTA STONE IN RS8 TH 191.0 (20.2) (65.3)
ROSETTA STONE IN RS8 GR 191.0 (20.2) (65.3)
ROSETTA STONE IN RST US 191.0 (20.2) (65.3)
ROSETTA STONE IN RST1EUR EU 191.0 (20.2) (65.3)
SALLY BEAUTY HOL S7V GR 3,198.1 (69.1) 825.6
SALLY BEAUTY HOL SBH US 3,198.1 (69.1) 825.6
SALLY BEAUTY HOL SBHEUR EU 3,198.1 (69.1) 825.6
SBA COMM CORP 4SB GR 9,390.5 (4,290.6) 71.4
SBA COMM CORP SBAC US 9,390.5 (4,290.6) 71.4
SBA COMM CORP 4SB GZ 9,390.5 (4,290.6) 71.4
SBA COMM CORP SBAC* MM 9,390.5 (4,290.6) 71.4
SBA COMM CORP 4SB QT 9,390.5 (4,290.6) 71.4
SBA COMM CORP SBACEUR EU 9,390.5 (4,290.6) 71.4
SBA COMM CORP 4SB TH 9,390.5 (4,290.6) 71.4
SBA COMMUN - BDR S1BA34 BZ 9,390.5 (4,290.6) 71.4
SCIENTIFIC GAMES SGMS US 7,844.0 (2,479.0) 847.0
SCIENTIFIC GAMES TJW GR 7,844.0 (2,479.0) 847.0
SCIENTIFIC GAMES TJW TH 7,844.0 (2,479.0) 847.0
SCIENTIFIC GAMES TJW GZ 7,844.0 (2,479.0) 847.0
SEALED AIR CORP SDA GR 5,756.3 (70.1) 277.4
SEALED AIR CORP SEE US 5,756.3 (70.1) 277.4
SEALED AIR CORP SEE1EUR EU 5,756.3 (70.1) 277.4
SEALED AIR CORP SDA TH 5,756.3 (70.1) 277.4
SEALED AIR CORP SDA QT 5,756.3 (70.1) 277.4
SERES THERAPEUTI 1S9 TH 100.7 (65.6) 28.5
SERES THERAPEUTI MCRB1EUR EU 100.7 (65.6) 28.5
SERES THERAPEUTI MCRB US 100.7 (65.6) 28.5
SERES THERAPEUTI 1S9 GR 100.7 (65.6) 28.5
SERES THERAPEUTI 1S9 SW 100.7 (65.6) 28.5
SHELL MIDSTREAM SHLX US 2,416.0 (379.0) 317.0
SIRIUS XM HO-BDR SRXM34 BZ 12,465.0 (668.0) (2,057.0)
SIRIUS XM HOLDIN RDO GR 12,465.0 (668.0) (2,057.0)
SIRIUS XM HOLDIN RDO TH 12,465.0 (668.0) (2,057.0)
SIRIUS XM HOLDIN SIRI US 12,465.0 (668.0) (2,057.0)
SIRIUS XM HOLDIN SIRI AV 12,465.0 (668.0) (2,057.0)
SIRIUS XM HOLDIN SIRIEUR EU 12,465.0 (668.0) (2,057.0)
SIRIUS XM HOLDIN RDO GZ 12,465.0 (668.0) (2,057.0)
SIRIUS XM HOLDIN RDO QT 12,465.0 (668.0) (2,057.0)
SIX FLAGS ENTERT 6FE GR 2,968.9 (426.8) 82.8
SIX FLAGS ENTERT 6FE QT 2,968.9 (426.8) 82.8
SIX FLAGS ENTERT SIXEUR EU 2,968.9 (426.8) 82.8
SIX FLAGS ENTERT SIX US 2,968.9 (426.8) 82.8
SIX FLAGS ENTERT 6FE TH 2,968.9 (426.8) 82.8
SLEEP NUMBER COR SNBR US 768.8 (163.0) (420.8)
SLEEP NUMBER COR SL2 GR 768.8 (163.0) (420.8)
SLEEP NUMBER COR SNBREUR EU 768.8 (163.0) (420.8)
SOCIAL CAPITAL IPOB/U US 415.4 400.7 1.2
SOCIAL CAPITAL IPOC/U US 829.2 800.2 1.1
SOCIAL CAPITAL-A IPOB US 415.4 400.7 1.2
SOCIAL CAPITAL-A IPOC US 829.2 800.2 1.1
SONA NANOTECH IN SNANF US 1.7 (2.2) (2.4)
SONA NANOTECH IN SONA CN 1.7 (2.2) (2.4)
STARBUCKS CORP SBUX* MM 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SRB GR 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SRB TH 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP TCXSBU AU 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP USSBUX KZ 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SBUX AV 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SBUX TE 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SBUXEUR EU 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SBUX IM 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP 0QZH LI 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SBUXUSD SW 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SRB GZ 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SBUX US 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SBUX PE 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SBUX CI 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SBUX SW 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SRB QT 29,140.6 (8,624.3) (421.0)
STARBUCKS-BDR SBUB34 BZ 29,140.6 (8,624.3) (421.0)
STARBUCKS-CEDEAR SBUXD AR 29,140.6 (8,624.3) (421.0)
STARBUCKS-CEDEAR SBUX AR 29,140.6 (8,624.3) (421.0)
TAILORED BRANDS TLRDQ* MM 2,500.4 (378.3) (966.9)
TAUBMAN CENTERS TCO2EUR EU 4,591.4 (274.8) -
TAUBMAN CENTERS TU8 GR 4,591.4 (274.8) -
TAUBMAN CENTERS TCO US 4,591.4 (274.8) -
TRANSDIGM GROUP TDG US 18,179.0 (4,179.0) 5,120.0
TRANSDIGM GROUP T7D GR 18,179.0 (4,179.0) 5,120.0
TRANSDIGM GROUP T7D TH 18,179.0 (4,179.0) 5,120.0
TRANSDIGM GROUP T7D QT 18,179.0 (4,179.0) 5,120.0
TRANSDIGM GROUP TDGEUR EU 18,179.0 (4,179.0) 5,120.0
TRANSDIGM GROUP TDG* MM 18,179.0 (4,179.0) 5,120.0
TRIUMPH GROUP TGI US 2,266.3 (1,047.4) 383.3
TRIUMPH GROUP TG7 GR 2,266.3 (1,047.4) 383.3
TRIUMPH GROUP TG7 TH 2,266.3 (1,047.4) 383.3
TRIUMPH GROUP TGIEUR EU 2,266.3 (1,047.4) 383.3
TUPPERWARE BRAND TUP GR 1,194.3 (282.3) (730.8)
TUPPERWARE BRAND TUP US 1,194.3 (282.3) (730.8)
TUPPERWARE BRAND TUP TH 1,194.3 (282.3) (730.8)
TUPPERWARE BRAND TUP1EUR EU 1,194.3 (282.3) (730.8)
TUPPERWARE BRAND TUP GZ 1,194.3 (282.3) (730.8)
TUPPERWARE BRAND TUP QT 1,194.3 (282.3) (730.8)
TUPPERWARE BRAND TUP SW 1,194.3 (282.3) (730.8)
UBIQUITI INC UI US 737.5 (295.5) 322.4
UBIQUITI INC 3UB GR 737.5 (295.5) 322.4
UBIQUITI INC 3UB GZ 737.5 (295.5) 322.4
UBIQUITI INC UBNTEUR EU 737.5 (295.5) 322.4
UNISYS CORP USY1 TH 2,399.3 (238.7) 527.3
UNISYS CORP USY1 GR 2,399.3 (238.7) 527.3
UNISYS CORP UIS US 2,399.3 (238.7) 527.3
UNISYS CORP UIS1 SW 2,399.3 (238.7) 527.3
UNISYS CORP UISEUR EU 2,399.3 (238.7) 527.3
UNISYS CORP UISCHF EU 2,399.3 (238.7) 527.3
UNISYS CORP USY1 QT 2,399.3 (238.7) 527.3
UNISYS CORP USY1 GZ 2,399.3 (238.7) 527.3
UNITI GROUP INC 8XC TH 4,816.2 (2,217.1) -
UNITI GROUP INC 8XC GR 4,816.2 (2,217.1) -
UNITI GROUP INC UNIT US 4,816.2 (2,217.1) -
VALVOLINE INC 0V4 GR 2,963.0 (188.0) 947.0
VALVOLINE INC 0V4 TH 2,963.0 (188.0) 947.0
VALVOLINE INC VVVEUR EU 2,963.0 (188.0) 947.0
VALVOLINE INC 0V4 QT 2,963.0 (188.0) 947.0
VALVOLINE INC VVV US 2,963.0 (188.0) 947.0
VECTOR GROUP LTD VGR GZ 1,531.7 (669.2) 300.6
VECTOR GROUP LTD VGR US 1,531.7 (669.2) 300.6
VECTOR GROUP LTD VGR GR 1,531.7 (669.2) 300.6
VECTOR GROUP LTD VGREUR EU 1,531.7 (669.2) 300.6
VECTOR GROUP LTD VGR TH 1,531.7 (669.2) 300.6
VECTOR GROUP LTD VGR QT 1,531.7 (669.2) 300.6
VERISIGN INC VRS TH 1,820.1 (1,400.3) 231.3
VERISIGN INC VRSN US 1,820.1 (1,400.3) 231.3
VERISIGN INC VRS GR 1,820.1 (1,400.3) 231.3
VERISIGN INC VRSN* MM 1,820.1 (1,400.3) 231.3
VERISIGN INC VRSNEUR EU 1,820.1 (1,400.3) 231.3
VERISIGN INC VRS GZ 1,820.1 (1,400.3) 231.3
VERISIGN INC VRS QT 1,820.1 (1,400.3) 231.3
VERISIGN INC VRS SW 1,820.1 (1,400.3) 231.3
VERISIGN INC-BDR VRSN34 BZ 1,820.1 (1,400.3) 231.3
VERISIGN-CEDEAR VRSN AR 1,820.1 (1,400.3) 231.3
VIVINT SMART HOM VVNT US 2,829.9 (1,404.9) (218.0)
WARNER MUSIC-A WMG US 6,148.0 (21.0) (943.0)
WARNER MUSIC-A WA4 GR 6,148.0 (21.0) (943.0)
WARNER MUSIC-A WA4 GZ 6,148.0 (21.0) (943.0)
WARNER MUSIC-A WMGEUR EU 6,148.0 (21.0) (943.0)
WARNER MUSIC-A WMG AV 6,148.0 (21.0) (943.0)
WARNER MUSIC-A WA4 TH 6,148.0 (21.0) (943.0)
WATERS CORP WAT US 2,648.3 (191.7) 572.1
WATERS CORP WAZ GR 2,648.3 (191.7) 572.1
WATERS CORP WAZ TH 2,648.3 (191.7) 572.1
WATERS CORP WAT* MM 2,648.3 (191.7) 572.1
WATERS CORP WAZ QT 2,648.3 (191.7) 572.1
WATERS CORP WATEUR EU 2,648.3 (191.7) 572.1
WATERS CORP-BDR WATC34 BZ 2,648.3 (191.7) 572.1
WAYFAIR INC- A W US 4,379.5 (787.4) 595.6
WAYFAIR INC- A W* MM 4,379.5 (787.4) 595.6
WAYFAIR INC- A 1WF GZ 4,379.5 (787.4) 595.6
WAYFAIR INC- A 1WF QT 4,379.5 (787.4) 595.6
WAYFAIR INC- A 1WF GR 4,379.5 (787.4) 595.6
WAYFAIR INC- A 1WF TH 4,379.5 (787.4) 595.6
WAYFAIR INC- A WEUR EU 4,379.5 (787.4) 595.6
WESTERN UNIO-BDR WUNI34 BZ 8,707.0 (73.4) (290.8)
WESTERN UNION W3U GR 8,707.0 (73.4) (290.8)
WESTERN UNION WU US 8,707.0 (73.4) (290.8)
WESTERN UNION W3U TH 8,707.0 (73.4) (290.8)
WESTERN UNION WU* MM 8,707.0 (73.4) (290.8)
WESTERN UNION WUEUR EU 8,707.0 (73.4) (290.8)
WESTERN UNION W3U GZ 8,707.0 (73.4) (290.8)
WESTERN UNION W3U QT 8,707.0 (73.4) (290.8)
WESTERN UNION W3U SW 8,707.0 (73.4) (290.8)
WHITING PETROLEU WLL US 3,732.2 (178.3) (478.8)
WHITING PETROLEU WHT2 GR 3,732.2 (178.3) (478.8)
WHITING PETROLEU WLL1EUR EU 3,732.2 (178.3) (478.8)
WHITING PETROLEU WHT2 GZ 3,732.2 (178.3) (478.8)
WHITING PETROLEU WHT2 TH 3,732.2 (178.3) (478.8)
WHITING PETROLEU WHT2 QT 3,732.2 (178.3) (478.8)
WHITING PETROLEU WLL1* MM 3,732.2 (178.3) (478.8)
WIDEOPENWEST INC WOW US 2,494.4 (238.6) (95.8)
WIDEOPENWEST INC WU5 GR 2,494.4 (238.6) (95.8)
WIDEOPENWEST INC WOW1EUR EU 2,494.4 (238.6) (95.8)
WIDEOPENWEST INC WU5 QT 2,494.4 (238.6) (95.8)
WINGSTOP INC EWG GZ 201.1 (192.7) 19.9
WINGSTOP INC WING1EUR EU 201.1 (192.7) 19.9
WINGSTOP INC WING US 201.1 (192.7) 19.9
WINGSTOP INC EWG GR 201.1 (192.7) 19.9
WINMARK CORP WINA US 31.6 (18.6) 0.5
WINMARK CORP GBZ GR 31.6 (18.6) 0.5
WORKHORSE GROUP 1WO QT 55.5 (70.5) (70.0)
WORKHORSE GROUP WKHSEUR EU 55.5 (70.5) (70.0)
WORKHORSE GROUP WKHS US 55.5 (70.5) (70.0)
WORKHORSE GROUP 1WO TH 55.5 (70.5) (70.0)
WORKHORSE GROUP 1WO GZ 55.5 (70.5) (70.0)
WORKHORSE GROUP 1WO GR 55.5 (70.5) (70.0)
WW INTERNATIONAL WW6 TH 1,469.5 (645.5) (93.7)
WW INTERNATIONAL WW US 1,469.5 (645.5) (93.7)
WW INTERNATIONAL WW6 GR 1,469.5 (645.5) (93.7)
WW INTERNATIONAL WW6 GZ 1,469.5 (645.5) (93.7)
WW INTERNATIONAL WTW AV 1,469.5 (645.5) (93.7)
WW INTERNATIONAL WTWEUR EU 1,469.5 (645.5) (93.7)
WW INTERNATIONAL WW6 QT 1,469.5 (645.5) (93.7)
WYNDHAM DESTINAT WD5 TH 7,597.0 (1,050.0) 1,308.0
WYNDHAM DESTINAT WD5 GR 7,597.0 (1,050.0) 1,308.0
WYNDHAM DESTINAT WYND US 7,597.0 (1,050.0) 1,308.0
WYNDHAM DESTINAT WD5 QT 7,597.0 (1,050.0) 1,308.0
WYNDHAM DESTINAT WYNEUR EU 7,597.0 (1,050.0) 1,308.0
YRC WORLDWIDE IN YEL1 TH 1,936.6 (466.9) 57.0
YRC WORLDWIDE IN YRCW US 1,936.6 (466.9) 57.0
YRC WORLDWIDE IN YEL1 GR 1,936.6 (466.9) 57.0
YRC WORLDWIDE IN YEL1 QT 1,936.6 (466.9) 57.0
YRC WORLDWIDE IN YRCWEUR EU 1,936.6 (466.9) 57.0
YUM! BRANDS -BDR YUMR34 BZ 6,421.0 (8,108.0) 923.0
YUM! BRANDS INC TGR TH 6,421.0 (8,108.0) 923.0
YUM! BRANDS INC TGR GR 6,421.0 (8,108.0) 923.0
YUM! BRANDS INC YUM US 6,421.0 (8,108.0) 923.0
YUM! BRANDS INC YUMUSD SW 6,421.0 (8,108.0) 923.0
YUM! BRANDS INC TGR GZ 6,421.0 (8,108.0) 923.0
YUM! BRANDS INC YUM AV 6,421.0 (8,108.0) 923.0
YUM! BRANDS INC TGR TE 6,421.0 (8,108.0) 923.0
YUM! BRANDS INC YUMEUR EU 6,421.0 (8,108.0) 923.0
YUM! BRANDS INC TGR QT 6,421.0 (8,108.0) 923.0
YUM! BRANDS INC YUM SW 6,421.0 (8,108.0) 923.0
YUM! BRANDS INC YUM* MM 6,421.0 (8,108.0) 923.0
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2020. All rights reserved. ISSN: 1520-9474.
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*** End of Transmission ***