/raid1/www/Hosts/bankrupt/TCR_Public/201020.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 20, 2020, Vol. 24, No. 293
Headlines
2724 OCEAN BLVD: Taps Weiland Golden as Legal Counsel
5CR TRAILER: Seeks to Hire D. Blair Clark as Counsel
ACQUIRED SALES: Posts $419K Net Loss for Quarter Ended June 30
ACURA PHARMACEUTICALS: Has $308,000 Net Income for June 30 Quarter
ADMIRAL PROPERTY: Taps Robinson Brog as Legal Counsel
AEMETIS INC: Has $2.2M Net Income for the Quarter Ended June 30
AMERICAN AIRLINES: Fitch Corrects April 28 Press Release
AMERICAN EDUCATION: Has $531K Net Loss for Quarter Ended June 30
AMERICAN INTERNATIONAL: Has $1.9-Mil. Net Loss for June 30 Quarter
AMMO INC: $37.1-Mil. Accumulated Deficit Casts Going Concern Doubt
ASCENA RETAIL: Court Approves Disclosure Statement
ASCENA RETAIL: Court Approves Severance Plan, Wages
ASCENA RETAIL: Lead Plaintiffs Question Third-Party Releases
ASCENA RETAIL: SEC Has Issues With Opt-Out Procedure in Plan
ASCENA RETAIL: Unsecured Creditors to Recover 1.1% to 1.3% in Plan
AUDIOEYE INC: Has $1.4-Mil. Net Loss for the Quarter Ended June 30
AZURRX BIOPHARMA: Reports $4.7M Net Loss for the June 30 Quarter
BARNWELL INDUSTRIES: Says Substantial Going Concern Doubt Exists
BARRACUDA NETWORKS: Moody's Lowers CFR to B3, Outlook Stable
BJ SERVICES: Squire Patton Disclose Committee's Claims
BRAUN EVENTS: Case Summary & 20 Largest Unsecured Creditors
BRIGGS & STRATTON: Moves Production Line to New York
BRIGGS & STRATTON: Reduces Proposed Job Cuts at Burleigh, NY to 100
CALIFORNIA PIZZA: Gets Approval to Hire PwC as Tax Consultant
CAPE QUARRY: Hires Pepper & Associates as Attorney
CBAC PROPERTIES: Hires Aztec Realty as Real Estate Broker
CENTURY 21 DEPARTMENT: Hires Mr. Cashman of Berkeley as CRO
CENTURY 21 DEPARTMENT: Hires Weg and Myers as Special Counsel
CHURCH THAT FEEDS: Seeks to Hire Van Horn Law as Counsel
CIT GROUP: Moody's Puts (P)Ba2 Pref. Shelf Rating on Watch Neg.
CITCO ENTERPRISES: Taps Michael Jay Berger as Legal Counsel
COSMOS HOLDINGS: Signs Advisory Contract with PGS Ventures
CREEKSIDE CANCER: Gets Approval to Hire Buechler Law as Counsel
DEAN FOODS: DOJ Defends Clearance of Co-op's $433M Purchase
DEAN FOODS: Good Karma Repurchases Majority Stake
ELMORE REALTY: $350K Sale of Holland Property to Lee Ave Approved
EMERGENT CAPITAL: Faegre Drinker Represents Noteholder Group
EP ENERGY: Court Approves Reorganization Plan to Cut Debt by $4.4B
EP ENERGY: Files Modified Fifth Amended Plan
EPIC Y-GRADE: Moody's Rates Senior Secured Term Loan 'Caa2'
EWERS FAMILY: Seeks to Hire Jordan Holzer as Bankruptcy Counsel
FIELDWOOD ENERGY: Committee Taps Conway as Financial Advisor
FIELDWOOD ENERGY: Husch, Chiesa Update List of Multiple Parties
FIRESTAR DIAMOND: Punjab So Far Recovers $3.25 Million
FLOWER CITY: Seeks to Hire Colligan Law as Counsel
GALAXY NEXT: YA II Agrees to Buy Additional $1.2M Conv. Debenture
GARRETT MOTION: Mibank Represents Centerbridge, Oaktree
GERASIMOS ALIVIZATOS: $405K Sale of Ocean City Property Approved
GG/MG INC: Seeks to Hire OSP LLC as Auctioneer
GI REVELATION: Moody's Hikes CFR to B3 & Alters Outlook to Stable
GLOBAL EAGLE: Sale of Substantially All Assets to GEE Approved
GRAND SLAM: $4.5M Sale of Canyon Properties to Colorado River OK'd
GROWLIFE INC: Closes $1.1 Million Funding Transactions
GULFPORT ENERGY: Signs Forbearance Agreement with Lenders
GYP HOLDINGS III: Moody's Hikes CFR to Ba3, Outlook Stable
HERITAGE RAIL: Seeks to Hire L&G Law Group as Legal Counsel
HERMITAGE OFFSHORE: Common Stock Quoted on OTC Under 'HOFSQ'
HERTZ CORP: Troutman, Arnold Represent First Lien Group
HERTZ GLOBAL: Asks Court Approval for Additional $1.6 Bil. Loan
HERTZ GLOBAL: Considers Sale of Donlen Leasing Business to Pay Debt
HERTZ GLOBAL: Junior Creditors Sue Barclays & BOKF
HERTZ GLOBAL: Non-Bankruptcy Counsel Can Skip Ch. 11 Fee Process
HIGH TECH: Moody's Lowers Rating on Series 2017A Bonds to Ba1
IBIO INC: Appoints Dr. Alexandra Kropotova to Board of Directors
IBIO INC: Appoints Dr. Linda Armstrong to Board of Directors
IBIO INC: Nabriva's Gary Sender Joins Board of Directors
INSPIREMD INC: Dr. Gary Roubin Joins Board of Directors
IT'SUGAR FL 1: Hires Mr. Taylor of Algon Capital as CRO
IT'SUGAR FL 1: Hires Ricki S. Friedman as Special Counsel
IT'SUGAR FL 1: Seeks to Hire Meland Budwick as Attorney
JASON INDUSTRIES: Court Confirms Reorganization Plan
JASON INDUSTRIES: Now Private, Controlled by Monomy & Credit Suisse
JIM'S DISPOSAL: Riverbend Buying Assets for $4.6 Million
KEITH AND NELL: Taps Freeland Martz as Special Counsel
KEITH AND NELL: Taps Gambrell & Associates as Legal Counsel
KENNETH A. BERDICK: Sale of Interest in Fort Myers Property Okayed
KLAUSNER LUMBER: Hires Susan E. Kaufman as Conflicts Counsel
LANDS' END: Moody's Hikes PDR to B3-PD & Alters Outlook to Stable
LD INTERMEDIATE: Moody's Ups CFR to Caa1 & Alters Outlook to Stable
LSC COMMUNICATIONS: Avenue 55 Reno Property for $32.5 Million
LUCKY BRAND: Hires KPMG LLP as Tax Consultant
MARIANINA OIL: Seeks to Hire Davidoff Hutcher as Attorney
MARK A. SELLERS, III: Pfeiffer Buying 2019 Audi Q7 for $48.5K
MARRERO GLASS: Gets Approval to Hire Bankruptcy Counsel
MCAFEE LLC: Moody's Reviews B2 CFR for Upgrade on IPO Announcement
MEGA BROADBAND: Moody's Assigns 'B2' CFR, Outlook Stable
MEGA BROADBAND: S&P Assigns 'B+' ICR; Outlook Stable
METAL PARTNERS: Sale of Substantially All Assets to JRC Approved
MOUNTAIN PROVINCE: Reports Third Quarter 2020 Production Results
MUJI USA: Closes All Seven Stores in California
MUJI USA: Closure of Branches Reflects Huge Shift to E-Shopping
MUNCHERY INC: $15K Sale of Class Action Settlement Claim Approved
MUNCHERY INC: Selling Class Action Settlement Claim for $15K
NATIONAL MEDICAL: Row Revived on Bank's Role in Bankruptcy Filing
NEIMAN MARCUS: Nixes the Dollar Retirement Benefits of Execs.
NEW COTAI: Court Enters Plan Confirmation Order
NEW COTAI: Noteholders Get 97% of Equity in Plan
NEW YORK OPTICAL: Seeks Approval to Hire Bankruptcy Attorney
NNN 400 CAPITAL: Firm Must Disgorge Fees Amid Ethical Violations
NOBLE CORPORATION: Hires Savills Inc. as Real Estate Broker
NORTHERN LOCAL SD 1: Moody's Cuts General Obligation Ratings to Ba1
NORTHSTAR GROUP: Moody's Assigns B2 CFR, Outlook Stable
OCULAR THERAPEUTIX: Incurs $36.6 Million Net Loss in 2nd Quarter
PAI HOLDCO: Moody's Assigns 'B2' CFR, Outlook Stable
PALMYRA-EAGLE AREA SCHOOL: S&P Affirms 'BB+' GO Debt Rating
PILGRIM'S PRIDE: S&P Raises ICR to 'BB+' on JBS S.A. Upgrade
PINNACLE DEMOLITION: Seeks to Hire Bankruptcy Attorney
PREMIER BRANDS: S&P Raises ICR to 'CCC', Outlook Negative
RUBEN DARYL BAERGA: $2M Sale of Long Beach Property to Pounder OK'd
SIMPLE SITEWORK: Taps Robert A. Whitley as Special Counsel
SOUTHWESTERN ENERGY: S&P Affirms BB- ICR, Alters Outlook to Stable
SPRINGFIELD MEDICAL: Hires Ankura to Conduct Asset Valuation
STEIN MART: Committee Hires Frost Brown as Counsel
STEIN MART: Committee Hires FTI Consulting as Financial Advisor
STEIN MART: Committee Hires GrayRobinson P.A. as Local Counsel
STEVEN FELLER PE: Case Summary & 20 Largest Unsecured Creditors
THOMPSON CROSSING: Moody's Rates $3.9MM Series 2020 GO Bonds 'Ba2'
THOR INDUSTRIES: S&P Alters Outlook to Positive, Affirms 'BB-' ICR
TM HEALTHCARE: Seeks to Hire Rinnovo Management, Appoint CRO
TRIBUNE CO: Sr. Noteholders Lose Court Battle to Undo Ch. 11 Plan
TUESDAY MORNING: Quilling Represents HSV Property, B&B Britton
URBAN MEDICAL: PCO Hires Rabinowitz Lubetkin as Counsel
VALARIS PLC: Seeks to Hire McKinsey Recovery as Consultant
VALKYR PURCHASER: Moody's Assigns B2 CFR, Outlook Stable
VERACODE PARENT: Fitch Assigns 'B+' LongTerm IDR, Outlook Stable
VESTA ENERGY: S&P Lowers Long-Term ICR to 'CCC'; Outlook Negative
W. KEN TGANSKE: Stipulation with BNG on $2.5K Feeder Wagon Sale OKd
WILDBRAIN LTD: Moody's Lowers CFR to B3, Outlook Stable
WP CPP: S&P Cuts ICR to 'CCC+'; Outlook Negative
[*] Around 150+ E&Ps Will Need Chapter 11 by December 2022
[*] Commercial Bankruptcies Down in Wisconsin
[*] Landlords Face More Pain as Restaurant Bankruptcies Loom
[*] When Commercial Tenants Go Bust
[^] Large Companies with Insolvent Balance Sheet
*********
2724 OCEAN BLVD: Taps Weiland Golden as Legal Counsel
-----------------------------------------------------
2724 Ocean Blvd, LLC received approval from the U.S. Bankruptcy
Court for the Central District of California to hire Weiland Golden
Goodrich LLP as its legal counsel.
The firm's services are as follows:
1. advise the Debtor regarding the requirements and provisions
of the Bankruptcy Code, Federal Rules of Bankruptcy Procedure,
Local Bankruptcy Rules, U.S. Trustee Guidelines and other
applicable requirements which may affect the Debtor;
2. assist the Debtor in preparing and filing amended schedules
and statement of financial affairs, complying with and fulfilling
U.S. Trustee requirements, and preparing other documents as may be
required after the initiation of its Chapter 11 case;
3. assist the Debtor in negotiations with creditors and other
parties;
4. assist the Debtor in the preparation of a disclosure
statement and plan of reorganization;
5. provide legal advice concerning the rights and remedies of
the estate and the Debtor in regard to adversary proceedings, which
may be removed to, or initiated in, the bankruptcy court;
6. prepare legal papers;
7. represent the Debtor in court proceedings or hearings where
its rights may be litigated or affected; and
8. provide other legal services related to Debtor's Chapter 11
case.
The firm's hourly rates range from $250 to $750. The attorneys who
will be handling the case are:
Jeffrey I. Golden $750 per hour
Beth E. Gaschen $550 per hour
Ryan W. Beall $450 per hour
Weiland Golden received an initial retainer of $10,000 from Stephen
Perkins, the Debtor's managing member, all of which was applied to
the firm's pre-bankruptcy fees and expenses. The firm will receive
a monthly replenishing retainer of $10,000 post-petition.
Jeffrey Golden, Esq., a partner at Weiland Golden, disclosed in a
court filing that his firm neither holds nor represents any
interest adverse to the Debtor's estate, creditors and equity
security holders.
Weiland Golden can be reached through:
Jeffrey I. Golden, Esq.
Beth E. Gaschen, Esq.
Weiland Golden Goodrich LLP
650 Town Center Drive, Suite 950
Costa Mesa, CA 92626
Tel: 714-966-1000
Fax: 714-966-1002
Email: jgolden@wgllp.com
bgaschen@wgllp.com
About 2724 Ocean Blvd LLC
2724 Ocean Blvd, LLC is a California limited liability company
formed on July 6, 2017. Formerly known as 505 N. Santa Fe, LLC,
the Debtor was formed originally for the purpose of developing the
real property located at 505 N. Santa Fe, Vista, Calif. Instead,
the Debtor purchased the real property located at 2724 Ocean
Boulevard, Corona Del Mar, Calif. On Jan. 11, 2018, the Debtor's
name was changed to 2724 Ocean Blvd, LLC.
2724 Ocean Blvd filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-12027) on
July 20, 2020. At the time of filing, the Debtor estimated $10
million to $50 million in both assets and liabilities.
Judge Mark S. Wallace oversees the case. Jeffrey I. Golden, Esq.,
at Weiland Golden Goodrich LLP, serves as Debtor's legal counsel.
5CR TRAILER: Seeks to Hire D. Blair Clark as Counsel
----------------------------------------------------
5CR Trailer Sales, Inc., seeks authority from the U.S. Bankruptcy
Court for the District of Idaho to employ the Law Offices of D.
Blair Clark PC, as counsel to the Debtor.
5CR Trailer requires D. Blair Clark to:
(a) take all necessary action to protect and preserve the
estate of the Debtor, including the prosecution of
actions on the Debtor's behalf, the defense of any actions
commenced against the Debtor, the negotiation of disputes
in which the Debtor is involved, and the preparation of
objections to claims filed against the estate; prepare on
behalf of the Debtor, as debtor in possession, all
necessary motions, applications, answers, orders, reports,
and papers in connection with the administration of the
estate;
(b) prepare on behalf of the Debtors, as debtor in possession,
all necessary motions, applications, answers, orders,
reports, and papers in connection with the administration
of the estate;
(c) prosecute, on behalf of the Debtors, a proposed plan of
reorganization and all related transactions and any
revisions, amendments, etc., relating to same; and
(d) perform all other necessary legal services in connection
with this Chapter 11 case.
D. Blair Clark will be paid at these hourly rates:
D. Blair Clark $250
Paralegals $95
D. Blair Clark will be paid a retainer in the amount of $13,000.
D. Blair Clark will also be reimbursed for reasonable out-of-pocket
expenses incurred.
D. Blair Clark, partner of the Law Offices of D. Blair Clark PC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
D. Blair Clark can be reached at:
D. Blair Clark, Esq.
LAW OFFICES OF D. BLAIR CLARK PC
967 E. Parkcenter Blvd
Boise, ID 83706
Tel: (208) 475-2050
Fax: (208) 475-2055
E-mail: dbc@dbclarklaw.com
About 5CR Trailer Sales
5CR Trailer Sales, Inc., based in Nampa, ID, filed a Chapter 11
petition (Bankr. D. Idaho Case No. 20-00854) on September 23, 2020.
In the petition signed by CW Conner, CEO, the Debtor disclosed
$265,952 in assets and $1,883,984 in liabilities. The Hon. Noah G.
Hillen presides over the case. The Law Office Of D. Blair Clark,
PC, serves as bankruptcy counsel to the Debtor.
ACQUIRED SALES: Posts $419K Net Loss for Quarter Ended June 30
--------------------------------------------------------------
Acquired Sales Corp. filed its quarterly report on Form 10-Q,
disclosing a net loss of $419,313 on $1,267,942 of net sales for
the three months ended June 30, 2020, compared to a net loss of
$896,815 on $0 of net sales for the same period in 2019.
At June 30, 2020, the Company had total assets of $25,849,028,
total liabilities of $4,733,884, and $21,115,144 in total
shareholders' equity.
The Company said, "The COVID-19 pandemic and its ramifications,
combined with the expenses and potential liabilities associated
with litigation involving Lifted, combined with the regulatory
risks and uncertainties associated with the e-liquids and
cannabinoid-infused products industries, combined with the risks
associated with internet hacking or sabotage, combined with the
risks of employee and/or independent contractor disloyalty or theft
of Company information and opportunities, have created significant
adverse risks to the Company, which have caused substantial doubt
about the Company's ability to continue as a going concern. Also,
the Company has Preferred Stock outstanding that is currently
accruing dividends at the rate of 3% per year. Also, the Company
has not yet paid an aggregate of $350,000 of bonuses owed to its
CEO Gerard M. Jacobs, and William C. "Jake" Jacobs, President and
CFO, because it currently does not have the funds to do so. These
bonuses are due and payable upon demand. In addition, factors that
could materially affect future operating results include, but are
not limited to, changes to laws and regulations, especially those
related to vaping, vendor concentration risk, customer
concentration risk, customer credit risk, and counterparty risk.
The Company maintains levels of cash in a bank deposit account
that, at times, may exceed federally insured limits. The Company
has not experienced any losses in such account and it believes it
is not exposed to any significant credit risk on cash.
"No assurance or guarantee whatsoever can be given that the net
income of the Company's wholly-owned subsidiary Lifted Made will be
sufficient to allow the Company to pay all of its operating
expenses and the dividends accruing on the Company's preferred
stock. As a result, there is substantial doubt that the Company
will be able to continue as a going concern. Bankruptcy of the
Company at some point in the future is a possibility. The
accompanying financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset
amounts or amounts and classification of liabilities that might be
necessary should the Company be unable to continue as a going
concern.
"The Company currently has one revenue-generating subsidiary,
Lifted Made. If and to the extent that the revenue generated by
Lifted Made is not adequate to pay the Company's operating expenses
and the dividends accruing on its preferred stock, then Management
plans to sustain the Company as a going concern by taking the
following actions: (1) acquiring and/or developing additional
profitable businesses that will create positive income from
operations; and/or (2) completing private placements of the
Company's common stock and/or preferred stock. Management believes
that by taking these actions, the Company will be provided with
sufficient future operations and cash flow to continue as a going
concern. However, there can be no assurances or guarantees
whatsoever that the Company will be successful in consummating such
actions on acceptable terms, if at all. Moreover, any such actions
can be expected to result in substantial dilution to the existing
shareholders of the Company."
A copy of the Form 10-Q is available at:
https://is.gd/mO40mR
Acquired Sales Corp. does not have significant operations.
Previously, it was engaged in selling software licenses and
hardware, and the provision of consulting and maintenance services.
The company is exploring potential acquisitions of all or a portion
of one or more operating businesses involving the manufacture and
sale of cannabidiol (CBD)-infused products, such as beverages,
muscle/joint rubs, oils, crystals, tinctures, bath bombs, isolate,
relief balms, elixirs, body washes, med sticks, lotions, vape pens
and cartridges, shatter, and gummies. Acquired Sales Corp. was
founded in 1986 and is headquartered in Lake Forest, Illinois.
ACURA PHARMACEUTICALS: Has $308,000 Net Income for June 30 Quarter
------------------------------------------------------------------
Acura Pharmaceuticals, Inc. filed its quarterly report on Form
10-Q, disclosing a net income of $308,000 on $1,351,000 of total
revenues for the three months ended June 30, 2020, compared to a
net loss of $3,341,000 on $46,000 of total revenues for the same
period in 2019.
At June 30, 2020, the Company had total assets of $2,536,000, total
liabilities of $7,524,000, and $4,988,000 in total stockholders'
deficit.
The Company said, "As of June 30, 2020, we had cash of $1.0
million, working capital deficit of $5.6 million and an accumulated
deficit of $388.3 million. We had a loss from operations of $62
thousand and a net loss of $287 thousand for the six months ended
June 30, 2020, and had a loss from operations of $725 thousand and
a net loss of $3.8 million for the year ended December 31, 2019.
We have suffered recurring losses and have not generated positive
cash flows from operations. We anticipate operating losses to
continue for the foreseeable future. As of August 13, 2020 our
cash balance was approximately $0.6 million.
"Additionally, the License, Development and Commercialization
Agreement dated June 28, 2019 (the "Agreement") requires AD Pharma
to pay us monthly license payments of $350,000 from July 2019
through November 2020 and pay all outside development costs for
LTX-03. However, the Agreement allows AD Pharma to terminate the
Agreement "for convenience". Should AD Pharma exercise their right
to terminate the Agreement, we would need to raise additional
financing or enter into license or collaboration agreements with
third parties relating to our technologies. No assurance can be
given that we will be successful in obtaining any such financing or
in securing license or collaboration agreements with third parties
on acceptable terms, if at all, or if secured, that such financing
or license or collaboration agreements will provide payments to the
Company sufficient to fund continued operations. In the absence of
such financing or third-party license or collaboration agreements,
the Company will be required to scale back or terminate operations
and/or seek protection under applicable bankruptcy laws. An
extended delay or cessation of the Company's continuing product
development efforts will have a material adverse effect on the
Company's financial condition and results of operations. Our
independent auditors have included in their report relating to our
2019 financial statements a "going concern" explanatory paragraph
as to substantial doubt of our ability to continue as a going
concern.
"Also included in the AD Pharma Agreement is the requirement that
the NDA for LTX-03 be accepted by the FDA by November 30, 2020, or
AD Pharma has the option to terminate the AD Pharma Agreement and
take ownership of the LIMITx intellectual property. Importantly,
such failure to meet this date will be an event of default under
their $6.0 million note to Acura. The NDA acceptance date of
November 30, 2020 was predicated upon a timeline prepared at June
28, 2019 which included the purchase and installation of auxiliary
production manufacturing equipment. At this time, all auxiliary
manufacturing equipment needed for production has been received and
installed but recent COVID-19 risk mitigation strategies
implemented at the New Jersey based contract manufacturer did delay
the installation of the equipment for several weeks. Acura
currently expects the submission and FDA acceptance of a new drug
application ("NDA") for LTX-03 to occur in the second quarter of
2021, unless additional development delays are experienced. We
therefore reclassified the $6.0 million note from noncurrent to
current liability at March 31, 2020. The Parties are in
negotiations to amend the AD Pharma Agreement to extend the date of
the FDA acceptance of the NDA for LTX-03 which would allow for
these unforeseen delays. AD Pharma has deferred the remittance of
the required monthly license payments for May, June, July and
August, 2020 pending the completion of these negotiations.
"In view of the matters described, management has concluded that
substantial doubt exists with respect to the Company's ability to
continue as a going concern within one year after the date the
financial statements are issued and our independent registered
public accounting firm have included in their report relating to
our 2019 financial statements a "going concern" explanatory
paragraph as to substantial doubt of our ability to continue as a
going concern.
"In view of the matters described, recoverability of a major
portion of the recorded asset amounts shown in the Company's
accompanying balance sheets is dependent upon continued operations
of the Company, which in turn is dependent upon the Company's
ability to meet its financing requirements on a continuous basis,
to maintain existing financing and to succeed in its future
operations. The Company's financial statements do not include any
adjustment relating to the recoverability and classification of
recorded asset amounts and classification of liabilities that might
be necessary should the Company be unable to continue in
existence.
"Our future sources of revenue, if any, will be derived from
licensing fees, milestone payments and royalties under the AD
Pharma Agreement, the Assertio Agreement, the KemPharm Agreement,
the MainPointe Agreement and similar agreements which we may enter
into for our LIMITx products in development with other
pharmaceutical company partners, for which there can be no
assurance.
"The amount and timing of our future cash requirements will depend
on regulatory and market acceptance of our product candidates and
the resources we devote to the development and commercialization of
our product candidates."
A copy of the Form 10-Q is available at:
https://is.gd/EBnSHj
Acura Pharmaceuticals, Inc., researches, develops and
commercializes technologies and products intended to address safe
use of medications. This innovative drug delivery company is based
in Palatine, Illinois.
ADMIRAL PROPERTY: Taps Robinson Brog as Legal Counsel
-----------------------------------------------------
Admiral Property Group LLC seeks authority from the U.S. Bankruptcy
Court for the Eastern District of New York to hire Robinson Brog
Leinwand Greene Genovese & Gluck P.C. as its legal counsel.
Robinson Brog will render the following services:
(a) advise the Debtor of its powers and duties under the
Bankruptcy Code in the continued operation of its business and the
management of its property;
(b) negotiate with creditors, prepare a plan of reorganization
and take the necessary legal steps to consummate a plan;
(c) appear before the various taxing authorities to work out a
plan to pay taxes owing in installments;
(d) prepare legal documents;
(e) appear before the court;
(f) perform all other legal services; and
(g) assist the Debtor in connection with all aspects of its
Chapter 11 case.
The firm will be paid at hourly rates as follows:
Shareholders $500 - $750 per hour
Associates $350 - $475 per hour
Paralegals $220 - $275 per hour
The firm received a retainer in the amount of $20,000.
Robinson Brog is a "disinterested person" and does not represent
any interest materially adverse to the Debtor and its estate,
creditors and equity holders, according to court filings.
The firm can be reached through:
Fred B. Ringel, Esq.
Robinson Brog Leinwand Greene
Genovese & Gluck P.C.
875 Third Avenue
New York, NY 10022
Phone: (212) 603-6315
Fax: (212) 956-2164
About Admiral Property Group LLC
Admiral Property Group LLC is a single asset real estate debtor (as
defined in 11 U.S.C. Section 101(51B)).
On July 31, 2020, an involuntary petition was filed against Admiral
Property Group by Metro Mechanical LLC, N&K Plumbing and Heating
Corp, and Borowide Electrical Contractors (Bankr. E.D.N.Y. Case No.
20-42826). The petitioning creditors are represented by Joel
Shafferman, Esq., at Shafferman & Feldman, LLP.
Judge Nancy Hershey Lord oversees the case. Robinson Brog Leinwand
Greene Genovese & Gluck P.C. serves as Debtor's legal counsel.
AEMETIS INC: Has $2.2M Net Income for the Quarter Ended June 30
---------------------------------------------------------------
Aemetis, Inc. filed its quarterly report on Form 10-Q, disclosing a
net income of $2,192,000 on $47,824,000 of revenues for the three
months ended June 30, 2020, compared to a net loss of $13,930,000
on $50,619,000 of revenues for the same period in 2019.
At June 30, 2020, the Company had total assets of $122,158,000,
total liabilities of $286,357,000, and $164,199,000 in total
stockholders' deficit.
The Company has been required to remit substantially all excess
cash from operations to its senior lender and is therefore reliant
on senior lender to provide additional funding when required. In
order to meet its obligations during the next 12 months, the
Company will need to either refinance the Company's debt or receive
the continued cooperation of senior lender. This dependence on the
senior lender raises substantial doubt about the Company's ability
to continue as a going concern.
A copy of the Form 10-Q is available at:
https://is.gd/qAzKjH
Headquartered in Cupertino, California, Aemetis, Inc. --
http://www.aemetis.com/-- is an advanced renewable fuels and
biochemicals company focused on the acquisition, development and
commercialization of innovative technologies that replace
traditional petroleum-based products by the conversion of ethanol
and biodiesel plants into advanced biorefineries. Founded in 2006,
Aemetis owns and operates a 60 million gallon-per-year ethanol
production facility in the California Central Valley near Modesto.
Aemetis also owns and operates a 50 million gallon per year
renewable chemical and advanced fuel production facility on the
East Coast of India producing high quality distilled biodiesel and
refined glycerin for customers in India and Europe. Aemetis is
building a biogas digester, pipeline and gas cleanup project to
convert dairy waste gas into renewable natural gas, and is
developing a plant to convert waste orchard wood into cellulosic
ethanol. Aemetis holds a portfolio of patents and related
technology licenses for the production of renewable fuels and
biochemicals.
AMERICAN AIRLINES: Fitch Corrects April 28 Press Release
--------------------------------------------------------
Fitch Ratings replaced a ratings release on American Airlines
certificate transactions published on April 28, 2020 to correct the
name of the obligor for the bonds.
The amended ratings release is as follows:
Fitch Ratings has taken rating actions on American Airlines
enhanced equipment trust certificates (EETC) transactions. The
rating actions are mostly driven by Fitch's recent downgrade of
American's Issuer Default Rating (IDR) to 'B' from 'B+', but
aircraft valuation trends were also a driver for some ratings.
KEY RATING DRIVERS
Senior Tranches
Fitch has affirmed most of American's senior EETC tranches, and
downgraded one tranche. Several senior tranches remain on Rating
Watch Negative.
Fitch has downgraded the class A certificates for American's 2013-1
class A certificates to 'BBB' from 'BBB+'. The downgrade was
primarily driven by updated appraisal data for the 777-300ERs that
secure the transaction that indicate lower levels of
overcollateralization than was expected in prior reviews.
Fitch has affirmed American's other class AA and A certificates.
The Affirmations reflect continuing levels of overcollateralization
that allow the transactions to pass either its 'AA' or 'A' level
stress tests. It is not yet clear what impact the coronavirus
disruption will have on aircraft secondary market values, though
Fitch believes that levels of overcollateralization will weaken
given the scale of the impact on the aviation industry. Fitch will
continue to evaluate the stress rates that it uses in its EETC
models and determine whether further asset value haircuts remain
appropriate in what is likely to be an already distressed market
over the coming months.
The Rating Watch on the 2017-1 class AA certificates reflects the
current uncertainty around aircraft values related to the impact of
the coronavirus. Certificates rated 'AA' denote a very low level of
total risk, and Fitch views near-term risk as elevated due to the
unprecedented nature of this disruption. The Watch on the 2017-2
transaction is primarily driven by the inclusion of the 737 MAX in
the collateral pool and Fitch's uncertainty around the MAX program.
The Rating Watch Negative on the 2013-2 class A certificates
reflects a provision in Fitch's EETC criteria in which aircraft
value stresses are assumed two years in the future when the
underlying airline is rated in the 'BB' category and one year in
the future for airlines rated in the 'B' category. Fitch's recent
downgrade of American to 'B+' affects the timing of stress
assumptions in the agency's models. The 2013-2 transaction fails to
pass Fitch's 'BBB' level stress test until mid-2021, but is
expected to pass the 'A' level stress test thereafter as the
777-200ERs fall out of the collateral pool, and the remaining
collateral pool consists of relatively attractive 737-800s. This
situation creates an elevated risk that senior tranche holders
could experience a shortfall in a bankruptcy scenario in the near
term (which is not Fitch's expectation), but should become
materially overcollateralized and maintain current rating assuming
American avoids financial distress over the next year.
Subordinate Tranche Ratings:
Fitch has downgraded all of American's class B and Class C
certificates in line with the recent downgrade of American's
corporate rating to 'B' from 'B+'. Fitch notches subordinated
tranche EETC ratings from the airline IDR based on three primary
variables: 1) the affirmation factor (0-3 notches) 2) the presence
of a liquidity facility, (0-1 notch) and 3) recovery prospects (0-1
notch).
American's Class B certificates are rated between 'BB-' and BB+.
'BB-' rated tranches reflect lower affirmation factors and/or weak
recovery prospects due to lower levels of overcollateralization.
Tranches rated at 'BB+' receive a +3-notch uplift for a high
affirmation factor, one notch for the presence of a liquidity
facility, and no notching for recovery. Fitch's recovery analysis
generally assumes 'BB' level value stresses as defined in the EETC
rating criteria. The criteria allow for one notch of uplift in
cases where subordinate tranche recovery is expected to remain
above 91%. Some of American's transactions meet this threshold, but
no notching is applied due to the sensitivity of the analysis to
changes in aircraft values, and the likelihood of pressures on
aircraft values given the current downturn.
DERIVATION SUMMARY
The certificates rated 'AA' are in line with Fitch's ratings on
senior classes of EETCs issued by United, Spirit and Air Canada.
Fitch believes that these transactions compare well with recent
precedents. Stress scenario LTVs for 2017-1 and 2017-2 are in line
with or better than other transactions rated at 'AA'. The
collateral pools also compare well with other transactions rated
'AA', featuring diverse pools of collateral including newer vintage
737-800s, and 787s among others. Fitch will be evaluating
certificates of other carriers in the coming weeks to determine if
rating watches are warranted for other rated 'AA' tranches.
Class A certificates that are rated 'A' compare well with issuances
from United, Air Canada and British Airways that are also rated
'A'. Rating similarities are driven by similar levels of
overcollateralization and high-quality pools of collateral. Class A
certificates rated at 'A-' are a notch lower than several other
comparable issuances primarily due to weaker levels of
overcollateralization. The 'BB+' ratings on the class B
certificates are derived through a four-notch uplift from
American's IDR. The four-notch uplift reflects a high affirmation
factor, benefit of a liquidity facility and no benefit for recovery
expectations. The 2013-2 class Bs receive a two-notch affirmation
uplift and a one-notch downward adjustment for poor recovery
prospects. The 2013-1 class Bs receive a one-notch upward
affirmation factor adjustment and one notch for the benefit of a
liquidity facility. The US Airways 2012-2 class C certificates are
two notches above American's corporate rating reflecting a
three-notch affirmation factor adjustment offset by a one notch
downward adjustment for poor recovery prospects.
KEY ASSUMPTIONS
Key assumptions within the rating case for the issuer include a
harsh downside scenario in which American declares bankruptcy,
chooses to reject the collateral aircraft, and where the aircraft
are remarketed during a severe slump in aircraft values. Fitch's
models also incorporate a full draw on liquidity facilities and
include assumptions for repossession and remarketing costs.
Value stresses applied to key aircraft types in Fitch's models
include:
777-300ER - 30% 'A' level stress
787-9 - 20% A level, 40% 'AA' level
737-800 - 20% A level, 40% 'AA' level
737 MAX 8 - 30% A level, 50% 'AA' level
E-175 - 30% A level, 50% 'AA' level
A321-200 - 20% 'A' level
RATING SENSITIVITIES
The individual tranches that are rated at 'AA' or 'A' are primarily
based on a top-down analysis based on the value of the collateral.
Therefore, a negative rating action could be driven by an
unexpected decline in collateral values. Most of American's EETC
transactions retain significant amounts of overcollateralization
leading to a material amount of headroom for asset values to
decline without failing Fitch's stress tests. The 2015-1, 2014-1
and 2013-1 transactions have higher loan to value ratios and are
more sensitive to asset value movements compared with other
transactions. Senior tranche ratings could also be affected by a
perceived change in the affirmation factor or deterioration in the
underlying airline credit. The 'AA' rated tranches may also be
downgraded to below the 'AA' category if American's IDR were
downgraded to 'B-'or below as stipulated in Fitch's EETC criteria.
The 2017-2 ratings could be triggered by unexpected value declines
for the 737 MAX or a prolonged delay of re-entry into service.
Subordinated tranche ratings are based off the underlying airline
IDR. Fitch will downgrade in line with any future downgrades of
American Airlines' ratings. Subordinate tranches are also sensitive
to recovery expectations in a stress scenario. Subordinate tranches
are also subject to changes in Fitch's view of the likelihood of
affirmation for the underlying collateral.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Positive rating actions are not anticipated at this time due to
pressures on aircraft values and airline credit profiles due to the
coronavirus pandemic.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Negative rating actions on senior tranches could be driven by
unexpected decline in collateral values. The 2015-1, 2014-1 and
2013-1 transactions have higher loan to value ratios and are more
sensitive to asset value movements compared with other
transactions.
- Senior tranche ratings could be affected by a perceived change
in the affirmation factor or deterioration in the underlying
airline credit.
- The 'AA' rated tranches may also be downgraded to below the
'AA' category if American's IDR were downgraded to 'B-'or below as
stipulated in Fitch's EETC criteria.
- The 2017-2 ratings could be triggered by unexpected value
declines for the 737 MAX or a prolonged delay of re-entry into
service.
- Subordinated tranche ratings are based off the underlying
airline IDR. Fitch will downgrade in line with any future
downgrades of American Airlines' ratings.
- Subordinate tranches are also subject to changes in Fitch's view
of the likelihood of affirmation for the underlying collateral.
LIQUIDITY AND DEBT STRUCTURE
Class AA, A and B certificates all feature 18-month liquidity
facilities that would prevent an immediate event of default for the
certificates if American were to enter financial distress.
Liquidity providers are:
AAL 2017-2 and AAL 2017-1: National Australia Bank
(A+/F1+/Negative)
AAL 2015-1 and 2014-1: Credit Agricole (A+/F1/Negative)
AAL 2013-2: Morgan Stanley Bank (A+/F1/Negative)
AAL 2013-1, LCC 2013-1, LCC 2012-1: Natixis (A+/F1/Rating Watch
Negative)
LCC 2012-2: Landesbank Hessen-Thueringen Girozentrale
(A+/F1+/Negative)
ESG Considerations
Relevant ESG issues for these transactions are related to the
issuing airline. Unless otherwise disclosed in this section, the
highest level of ESG credit relevance is a score of 3. ESG issues
are credit neutral or have only a minimal credit impact on the
entity, either due to their nature or the way in which they are
being managed by the entity.
CRITERIA VARIATION
Fitch's EETC criteria does not contemplate a scenario where the
collateral aircraft are grounded by governmental authorities and
are unable to fly. Continued inclusion of the 737 MAXs in the
American 2017-2 transaction constitutes a variation from Fitch's
criteria.
REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING
The principal sources of information used in the analysis are
described in the Applicable Criteria.
PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS
Subordinated tranches are directly linked to the ratings of
American Airlines.
AMERICAN EDUCATION: Has $531K Net Loss for Quarter Ended June 30
----------------------------------------------------------------
American Education Center, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss (attributable to the Company) of
$531,475 on $161,984 of revenues for the three months ended June
30, 2020, compared to a net loss (attributable to the Company) of
$165,951 on $1,169,044 of revenues for the same period in 2019.
At June 30, 2020, the Company had total assets of $6,211,562, total
liabilities of $6,006,904, and $204,658 in total stockholders'
equity.
The Company said, "Our current operating results indicate that
substantial doubt exists related to the Company's ability to
continue as a going concern. We believe that the new education
platforms acquired may mitigate the substantial doubt raised by our
current operating results and with additional funding from a
shareholder of the Company will be sufficient to meet its
anticipated needs for working capital and satisfying our estimated
liquidity needs 12 months from the date of the financial
statements. However, we cannot predict, with certainty, the
outcome of our actions to generate liquidity, including the
availability of additional debt financing, or whether such actions
would generate the expected liquidity as currently planned."
A copy of the Form 10-Q is available at:
https://is.gd/sCoS2S
American Education Center, Inc., through its subsidiaries, provides
education consulting services in the People's Republic of China.
It operated in two segments, AEC New York and AEC Southern UK. The
Company was founded in 1999 and is headquartered in New York, New
York.
AMERICAN INTERNATIONAL: Has $1.9-Mil. Net Loss for June 30 Quarter
------------------------------------------------------------------
American International Holdings Corp. filed its quarterly report on
Form 10-Q, disclosing a net loss of $1,943,419 on $1,890,837 of
revenues for the three months ended June 30, 2020, compared to a
net loss of $76,617 on $75,706 of revenues for the same period in
2019.
At June 30, 2020, the Company had total assets of $2,753,796, total
liabilities of $2,641,208, and $112,588 in total stockholders'
equity.
The Company has a net loss of $1,943,419 and $2,073,331 for the
three and six months ended June 30, 2020, and an accumulated
deficit of $5,293,099 as of June 30, 2020. The ability to continue
as a going concern is dependent upon the Company generating
profitable operations in the future and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising
from normal business operations when they come due. These
financials do not include any adjustments relating to the
recoverability and reclassification of recorded asset amounts, or
amounts and classifications of liabilities that might result from
this uncertainty. There can be no assurance that the Company will
become commercially viable without additional financing, the
availability and terms of which are uncertain. If the Company
cannot secure necessary capital when needed on commercially
reasonable terms, its business, condition (financial and otherwise)
and commercial viability may be harmed. Although management
believes that it will be able to successfully execute its business
plan, which includes third party financing and the raising of
capital to meet the Company's future liquidity needs, there can be
no assurances in this regard. These matters raise substantial
doubt about the Company's ability to continue as a going concern.
A copy of the Form 10-Q is available at:
https://is.gd/6Rofmv
American International Holdings Corp., a holding company, operates
in the health, wellness, medical spa, fashion, and auxiliary
industries in the United States and internationally. The company
operates medical spa and wellness clinic that offers wellness
services, including anti-aging, weight loss, and skin rejuvenation
treatments. It also provides various general contracting services,
such as remodeling, general construction, and interior finish
services. In addition, the company retails vitamin and nutritional
supplements, protein powders, pre-workout powders, and post-workout
supplement, as well as offers nutritional and weight loss plans.
American International Holdings Corp. is headquartered in Addison,
Texas.
AMMO INC: $37.1-Mil. Accumulated Deficit Casts Going Concern Doubt
------------------------------------------------------------------
Ammo, Inc. filed its quarterly report on Form 10-Q, disclosing a
net loss of $3,103,789 on $9,659,970 of net sales for the three
months ended June 30, 2020, compared to a net loss of $3,841,402 on
$4,298,580 of net sales for the same period in 2019.
At June 30, 2020, the Company had total assets of $43,737,147,
total liabilities of $25,378,863, and $18,358,284 in total
shareholders' equity.
The Company anticipates that it will record losses from operations
for the foreseeable future. As of June 30, 2020, the Company's
accumulated deficit was $37,111,034. The Company has limited
capital resources, and operations to date have been funded with the
proceeds from equity and debt financings. These conditions raise
substantial doubt about its ability to continue as a going concern
for the period ended a year from the date the financial statements
are issued.
A copy of the Form 10-Q is available at:
https://is.gd/rcSB4z
Ammo, Inc. designs, develops, manufactures, markets, and sells
ammunition products primarily for the sporting industry in the
United States and internationally. It was founded in 1990 and is
headquartered in Scottsdale, Arizona.
ASCENA RETAIL: Court Approves Disclosure Statement
--------------------------------------------------
On July 31, 2020, Ascena Retail Group Inc. filed their Plan of
Reorganization and the Disclosure Statement related thereto.
On September 11, 2020, the Bankruptcy Court entered an order
approving the Disclosure Statement.
The Bankruptcy Court will hold a hearing to consider confirmation
of the Plan on October 23, 2020 at 11:00 a.m. (ET). Please click
below to view and download the Debtors' Plan and Disclosure
Statement:
The Plan is now supported by all its creditor constituencies,
Ascena's lawyer Steven N. Serajeddini of Kirkland & Ellis LLP said
in the hearing on the Disclosure Statement.
Lenders holding almost 95% of term loan claims now support the
plan, along with all of the members of the committee of unsecured
creditors.
About Ascena Retail Group
Ascena Retail Group, Inc. (Nasdaq: ASNA) --
http://www.ascenaretail.com/-- is a national specialty retailer
offering apparel, shoes, and accessories for women under the
Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus Fashion
(Lane Bryant, Catherines and Cacique), and Value Fashion
(Dressbarn) segments, and for tween girls under the Kids Fashion
segment (Justice). Ascena, through its retail brands, operates
ecommerce websites and approximately 2,800 stores throughout the
United States, Canada, and Puerto Rico.
Ascena Retail reported a net loss of $661.4 million for the fiscal
year ended Aug. 3, 2019, a net loss of $39.7 million for the year
ended Aug. 4, 2018, and a net loss of $1.06 billion for the year
ended July 29, 2017.
On July 23, 2020, Ascena Retail Group and its affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case No. 20-33113). As of
Feb. 1, 2020, Ascena Retail had $13,690,710,379 in assets and
$12,516,261,149 in total liabilities.
The Hon. Kevin R. Huennekens is the case judge.
The Debtors tapped Kirkland & Ellis LLP and Cooley LLP as
bankruptcy counsel, Guggenheim Securities, LLC as financial
advisor, and Alvarez and Marsal North America, LLC as restructuring
advisor. Prime Clerk, LLC is the claims agent.
ASCENA RETAIL: Court Approves Severance Plan, Wages
---------------------------------------------------
Law360 reports that the parent company of women's clothing retailer
Ann Taylor received court approval Aug. 26, 2020, from a Virginia
bankruptcy judge for its plans to pay the wages of its
40,000-person workforce and to cover severance payments for
terminated employees.
During a hearing conducted virtually, U. S. Bankruptcy Judge Kevin
R. Huennekens assented to Ascena Retail Group Inc.'s plan on a
final basis, including allowing the payment of up to $2. 6 million
in accrued prepetition severance obligations for non-insider
employees. The court overruled the objection of the U.S. trustee's
office, saying the debtor knows better than the court what it needs
to ensure.
About Ascena Retail Group
Ascena Retail Group, Inc. (Nasdaq: ASNA) --
http://www.ascenaretail.com/-- is a national specialty retailer
offering apparel, shoes, and accessories for women under the
Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus Fashion
(Lane Bryant, Catherines and Cacique), and Value Fashion
(Dressbarn) segments, and for tween girls under the Kids Fashion
segment (Justice). Ascena, through its retail brands, operates
ecommerce websites and approximately 2,800 stores throughout the
United States, Canada, and Puerto Rico.
Ascena Retail reported a net loss of $661.4 million for the fiscal
year ended Aug. 3, 2019, a net loss of $39.7 million for the year
ended Aug. 4, 2018, and a net loss of $1.06 billion for the year
ended July 29, 2017.
On July 23, 2020, Ascena Retail Group and its affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case No. 20-33113). As of
Feb. 1, 2020, Ascena Retail had $13,690,710,379 in assets and
$12,516,261,149 in total liabilities.
The Hon. Kevin R. Huennekens is the case judge.
The Debtors tapped Kirkland & Ellis LLP and Cooley LLP as
bankruptcy counsel, Guggenheim Securities, LLC as financial
advisor, and Alvarez and Marsal North America, LLC as restructuring
advisor. Prime Clerk, LLC is the claims agent.
ASCENA RETAIL: Lead Plaintiffs Question Third-Party Releases
------------------------------------------------------------
Joel Patterson and Michaella Corporation (the "Lead Plaintiffs"),
the court-appointed lead plaintiffs in the securities fraud class
action captioned as In re Ascena Retail Group, Inc. Securities
Litigation, object to approval of the proposed disclosure statement
for the Joint Chapter 11 Plan of Reorganization of Ascena Retail
Group, Inc. and its Debtor Affiliates.
Lead Plaintiffs claim that the Disclosure Statement also lacks
adequate disclosure in other areas to advise Lead Plaintiffs, the
Proposed Class, and creditors generally of the Plan’s effect on
their claims against the Debtors and the Non-Debtor Defendants and
on the continued prosecution of the Securities Litigation.
Lead Plaintiffs point out that the Third-Party Release is improper
to the extent it purports to release any direct claims belonging to
Lead Plaintiffs and the Proposed Class against the Non-Debtor
Defendants or any other Released Party that becomes a non-debtor
defendant.
Lead Plaintiffs state that the Plan must expressly exclude Lead
Plaintiffs and the Proposed Class, and their claims against the
Non-Debtor Defendants in the Securities Litigation, from the
Third-Party Release and the Plan Injunction. Absent such revisions,
the Disclosure Statement and Solicitation Procedures should not be
approved.
Lead Plaintiffs assert that the Disclosure Statement does not
disclose whether the claims of Lead Plaintiffs and the Proposed
Class will be preserved against the Debtors to the extent of
available insurance coverage.
Lead Plaintiffs further assert that the Disclosure Statement does
not disclose whether or how the Debtors intend to preserve the
evidence potentially relevant to the Securities Litigation after
the Effective Date of the Plan.
A full-text copy of Lead Plaintiffs' objection to disclosure
statement dated August 28, 2020, is available at
https://tinyurl.com/y5ssbz6g from PacerMonitor.com at no charge.
Bankruptcy Counsel to the Lead Plaintiffs:
Michael S. Etkin
Andrew Behlmann
John P. Schneider
LOWENSTEIN SANDLER LLP
One Lowenstein Drive
Roseland, New Jersey 07068
Telephone: (973) 597-2500
Facsimile: (973) 597-2333
- and -
Ronald A. Page, Jr. (VA 71343)
RONALD PAGE, PLC
P.O. Box 73087
N. Chesterfield, Virginia 23235
Telephone: (804) 562-8704
Facsimile: (804) 482-2427
About Ascena Retail Group
Ascena Retail Group, Inc. (Nasdaq: ASNA) --
http://www.ascenaretail.com/-- is a national specialty retailer
offering apparel, shoes, and accessories for women under the
Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus Fashion
(Lane Bryant, Catherines and Cacique), and Value Fashion
(Dressbarn) segments, and for tween girls under the Kids Fashion
segment (Justice). Ascena, through its retail brands, operates
ecommerce websites and approximately 2,800 stores throughout the
United States, Canada, and Puerto Rico.
Ascena Retail reported a net loss of $661.4 million for the fiscal
year ended Aug. 3, 2019, a net loss of $39.7 million for the year
ended Aug. 4, 2018, and a net loss of $1.06 billion for the year
ended July 29, 2017.
On July 23, 2020, Ascena Retail Group and its affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case No. 20-33113). As of
Feb. 1, 2020, Ascena Retail had $13,690,710,379 in assets and
$12,516,261,149 in total liabilities.
The Hon. Kevin R. Huennekens is the case judge.
The Debtors tapped Kirkland & Ellis LLP and Cooley LLP as
bankruptcy counsel, Guggenheim Securities, LLC as financial
advisor, and Alvarez and Marsal North America, LLC as restructuring
advisor. Prime Clerk, LLC is the claims agent.
ASCENA RETAIL: SEC Has Issues With Opt-Out Procedure in Plan
------------------------------------------------------------
The U.S. Securities and Exchange Commission objects to the motion
of Ascena Retail Group, Inc. and its Debtor Affiliates for entry of
an order approving adequacy of the Disclosure Statement.
The SEC claims that the Motion fails to explain why the Debtors
seek approval of the opt-out procedure. If the Debtors intend to
try to meet the Behrmann standard for shareholders who do not
opt-out, then the SEC would acknowledge that approval of the
release is a confirmation issue.
The SEC believes that requiring affirmative assent in this case is
both fundamentally more fair to the shareholder class, and also
consistent with the Fourth Circuit's mandate to approve third-party
releases "cautiously and infrequently."
The SEC points out that the proposed notice procedures do not give
shareholders sufficient time to consider and return the opt-out
release form. Any approved procedures should ensure that
shareholders have at least 28 days from the time they receive the
notice to the time they must return the opt-out form.
A full-text copy of the SEC's objection to disclosure motion dated
August 28, 2020, is available at https://tinyurl.com/y3m7mcfv from
PacerMonitor.com at no charge.
About Ascena Retail Group
Ascena Retail Group, Inc. (Nasdaq: ASNA) --
http://www.ascenaretail.com/-- is a national specialty retailer
offering apparel, shoes, and accessories for women under the
Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus Fashion
(Lane Bryant, Catherines and Cacique), and Value Fashion
(Dressbarn) segments, and for tween girls under the Kids Fashion
segment (Justice). Ascena, through its retail brands, operates
ecommerce websites and approximately 2,800 stores throughout the
United States, Canada, and Puerto Rico.
Ascena Retail reported a net loss of $661.4 million for the fiscal
year ended Aug. 3, 2019, a net loss of $39.7 million for the year
ended Aug. 4, 2018, and a net loss of $1.06 billion for the year
ended July 29, 2017.
On July 23, 2020, Ascena Retail Group and its affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case No. 20-33113). As of
Feb. 1, 2020, Ascena Retail had $13,690,710,379 in assets and
$12,516,261,149 in total liabilities.
The Hon. Kevin R. Huennekens is the case judge.
The Debtors tapped Kirkland & Ellis LLP and Cooley LLP as
bankruptcy counsel, Guggenheim Securities, LLC as financial
advisor, and Alvarez and Marsal North America, LLC as restructuring
advisor. Prime Clerk, LLC is the claims agent.
ASCENA RETAIL: Unsecured Creditors to Recover 1.1% to 1.3% in Plan
------------------------------------------------------------------
Ascena Retail Group, Inc., et al. submitted a Disclosure Statement
for the Amended Joint Chapter 11 Plan of Reorganization.
On July 23, 2020, the Debtors and certain of the Term Loan Lenders
holding approximately 68% of the outstanding principal amount under
the Term Loan Credit Agreement entered into the Restructuring
Support Agreement. Since executing the Restructuring Support
Agreement, the Debtors have documented the terms of the prearranged
restructuring contemplated thereby, in the Plan.
On Sept. 9, 2020, the Debtors and the Consenting Stakeholders
agreed to amend the Restructuring Support Agreement (a copy of such
amendment is attached hereto as Exhibit B-2), and additional Term
Loan Lenders signed joinder agreements to become Consenting
Stakeholders, increasing the support for the Restructuring Support
Agreement to approximately 94.62% of the outstanding Term Loan
Claims. Additionally, the Creditors Committee and each of its
members now support the restructuring embodied in the Restructuring
Support Agreement, on the terms described herein and set forth in
the Plan. Thus, every major creditor constituency that has been
active in these Chapter 11 Cases now supports the restructuring
embodied in, and confirmation of, the Plan.
The Restructuring Transactions contemplated by the Restructuring
Support Agreement and the Plan will significantly reduce the
Debtors' funded debt obligations and annual interest payments and
result in a stronger balance sheet for the Reorganized Debtors.
Under the terms of the Restructuring Support Agreement and Plan, a
majority of the Term Loan Lenders have agreed to equitize a
substantial portion of the outstanding Term Loans and fully
backstop $150 million in new money financing (the "New Term Loan
Financing") to fund the Strategic Plan and the Debtors' emergence
from these chapter 11 cases. More specifically, the Restructuring
Support Agreement and Plan provide that:
* holders of general unsecured claims will receive their pro
rata share of the GUC Trust Net Assets; and
* substantial Debt-for-Equity Exchange
Specifically, the Plan contemplates the following Restructuring
Transactions:
- the ABL Lenders have agreed to provide a $400 million
debtor-in-possession financing facility that will convert to a $400
million Exit ABL Facility upon satisfaction of certain conditions
and emergence from these chapter 11 cases; and
- holders of general unsecured claims will receive their pro
rata share of the GUC Trust Net Assets.
Releases
The Plan contains certain releases (as described more fully in
Article IV.L hereof), including mutual releases between (a) each of
the Debtors; (b) the Reorganized Debtors; (c) each of the
Consenting Stakeholders; (d) the ABL Agent; (e) the ABL Lenders;
(f) the Term Loan Agent; (g) the Term Loan Lenders; (h) each of the
lenders and administrative agents under the Exit Facilities; (i)
the Backstop Parties; (j) the DIP ABL Agent; (k) the DIP ABL
Lenders; (l) the DIP Term Agent; (m) the DIP Term Lenders; (n) each
current and former Affiliate of each Entity in the foregoing clause
(a) through the following clause (o); and (o) each Related Party of
each Entity in the foregoing clause (a) through this clause (o);
and (p) the Committee, and, as a Releasing Party, all holders of
Impaired Claims who vote to accept the Plan, all holders of
Impaired Claims who abstained from voting on the Plan or voted to
reject the Plan but did not timely opt out of or object to the
applicable release, and all holders of Unimpaired Claims who did
not timely opt out of or object to the applicable release; provided
that, in each case, an Entity shall not be a Releasing Party if it:
(x) elects to opt out of the releases contained in the Plan; or (y)
timely objects to the releases contained in the Plan and such
objection is not resolved before Confirmation; provided further
that any such Entity shall be identified by name as a non-Releasing
Party in the Confirmation Order and shall not receive the Avoidance
Action Waiver.
In its objection to the adequacy of the Disclosure Statement, the
U.S. Trustee argued that the Plan's third party release and
exculpation provisions are impermissibly broad and thus render the
Plan patently unconfirmable. In support of its position, the U.S.
Trustee cited to Behrmann v. Nat. Heritage Foundation, 663 F.3d 704
(4th Cir. 2011) and In re National Heritage Foundation, Inc., 478
B.R. 216 (Bankr. E.D. Va. 2012). The Debtors disagree. The Debtors
are prepared to demonstrate at the Confirmation Hearing that the
Plan's release, injunction, and exculpation provisions comply with
the controlling Fourth Circuit standards. Further, the Global
Settlement and the Restructuring Support Agreement—and which now
is supported by the Committee—reflect the view of the Debtors and
their key creditor constituencies that pursuing the restructuring
reflected in the Plan, including the Plan's third-party release and
exculpation provisions, is the best path to maximize value in the
Chapter 11 Cases. There can be no assurance that the Bankruptcy
Court will agree with the Debtors' position.
Further, in its objection to the adequacy of this Disclosure
Statement, the U.S. Trustee and the United States Securities and
Exchange Commission argued that the Plan's opt-out procedure is not
sufficient to demonstrate consent to the releases contained in the
Plan. Again, the Debtors disagree. A number of courts have found
that an opt-out procedure, substantially similar to the procedure
contemplated by the Plan, is sufficient to demonstrate the consent
of parties that do not opt out. See, e.g., In re Indianapolis
Downs, LLC, 486 B.R. 286, 305-06 (Bankr. D. Del. 2013). There can
be no assurance that the Bankruptcy Court will agree with the
Debtors' position.
For the avoidance of doubt, nothing in the Plan shall discharge,
release, preclude, or enjoin: (i) any liability to any Governmental
Unit that is not a Claim; (ii) any Claim of a Governmental Unit
arising on or after the Effective Date; (iii) any police or
regulatory liability to a Governmental Unit on the part of any
Entity as the owner or operator of property after the Effective
Date; or (iv) any liability to a Governmental Unit on the part of
any Person other than the Debtors. Nor shall anything in the Plan
enjoin or otherwise bar a Governmental Unit from asserting or
enforcing, outside the Bankruptcy Court, any liability described in
the preceding sentence. Nothing in the Plan shall divest any
tribunal of any jurisdiction it may have to adjudicate any defense
based on this paragraph.
Projected Recoveries
Class 4 Term Loan Claims totaling $1,110,000,000 are projected to
recover 45.6 percent under the Plan.
Class 5 General Unsecured Claims totaling $700,000,000 to
$800,000,000 are projected to recover 1.1% to 1.3% under the Plan.
In full and final satisfaction of each Allowed General Unsecured
Claim, each holder of a General Unsecured Claim shall receive its
Pro Rata share of the GUC Trust Net Assets.
A full-text copy of the Disclosure Statement dated September 9,
2020, is available at https://tinyurl.com/y4d66hz8 from
PacerMonitor.com at no charge.
Co-Counsel to the Debtors and
Debtors in Possession:
Edward O. Sassower, P.C.
Steven N. Serajeddini, P.C.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
- and -
John R. Luze
300 North LaSalle
Chicago, Illinois 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
Cullen D. Speckhart
Olya Antle
COOLEY LLP
1299 Pennsylvania Avenue, NW, Suite 700
Washington, DC 20004-2400
Telephone: (202) 842-7800
Facsimile: (202) 842-7899
About Ascena Retail Group
Ascena Retail Group, Inc. (Nasdaq: ASNA) --
http://www.ascenaretail.com/-- is a national specialty retailer
offering apparel, shoes, and accessories for women under the
Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus Fashion
(Lane Bryant, Catherines and Cacique), and Value Fashion
(Dressbarn) segments, and for tween girls under the Kids Fashion
segment (Justice). Ascena, through its retail brands, operates
ecommerce websites and approximately 2,800 stores throughout the
United States, Canada, and Puerto Rico.
Ascena Retail reported a net loss of $661.4 million for the fiscal
year ended Aug. 3, 2019, a net loss of $39.7 million for the year
ended Aug. 4, 2018, and a net loss of $1.06 billion for the year
ended July 29, 2017.
On July 23, 2020, Ascena Retail Group and its affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case No. 20-33113). As of
Feb. 1, 2020, Ascena Retail had $13,690,710,379 in assets and
$12,516,261,149 in total liabilities.
The Hon. Kevin R. Huennekens is the case judge.
The Debtors tapped Kirkland & Ellis LLP and Cooley LLP as
bankruptcy counsel, Guggenheim Securities, LLC as financial
advisor, and Alvarez and Marsal North America, LLC as restructuring
advisor. Prime Clerk, LLC is the claims agent.
AUDIOEYE INC: Has $1.4-Mil. Net Loss for the Quarter Ended June 30
------------------------------------------------------------------
AudioEye, Inc., filed its quarterly report on Form 10-Q, disclosing
a net loss of $1,407,000 on $5,283,000 of revenue for the three
months ended June 30, 2020, compared to a net loss of $2,020,000 on
$2,436,000 of revenue for the same period in 2019.
At June 30, 2020, the Company had total assets of $9,963,000, total
liabilities of $10,509,000, and $546,000 in total stockholders'
deficit.
As of June 30, 2020, the Company had cash and cash equivalents of
$2,130,000 and a working capital deficit of $1,893,000. In
addition, the Company used actual net cash in operations of
$791,000 during the six-month period ended June 30, 2020. The
Company has incurred net losses since inception. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.
A copy of the Form 10-Q is available at:
https://is.gd/ebcglq
AudioEye, Inc., provides Web accessibility solutions to Internet,
print, broadcast, and other media to people regardless of their
network connection, device, location, or disabilities in the United
States. The Company was founded in 2005 and is headquartered in
Tucson, Arizona.
AZURRX BIOPHARMA: Reports $4.7M Net Loss for the June 30 Quarter
----------------------------------------------------------------
AzurRx BioPharma, Inc. filed its quarterly report on Form 10-Q,
disclosing a net loss of $4,695,878 on $0 of revenue for the three
months ended June 30, 2020, compared to a net loss of $5,042,837 on
$0 of revenue for the same period in 2019.
At June 30, 2020, the Company had total assets of $6,861,788, total
liabilities of $7,659,238, and $797,450 in total stockholders'
deficit.
The Company has incurred significant operating losses and negative
cash flows from operations since inception, had negative working
capital at June 30, 2020 of approximately $6.0 million, and had an
accumulated deficit of approximately $72.7 million at June 30,
2020. Subsequent to June 30, 2020, the Company raised aggregate
gross proceeds of approximately $15.2 million and aggregate net
proceeds of approximately $13.5 million in the Series B Private
Placement. The Company is dependent on obtaining, and continues to
pursue, additional working capital funding from the sale of
securities and debt in order to continue to execute its development
plan and continue operations. Without adequate working capital,
the Company may not be able to meet its obligations and continue as
a going concern. These conditions raise substantial doubt about
its ability to continue as a going concern.
A copy of the Form 10-Q is available at:
https://is.gd/XX4RhY
AzurRx BioPharma, Inc. researches and develops non-systemic
biologics for the treatment of patients with gastrointestinal
disorders. Its product pipeline consists of therapeutic proteins
under development, including MS1819-SD, a yeast derived recombinant
lipase for the treatment of exocrine pancreatic insufficiency
associated with chronic pancreatitis and cystic fibrosis; and
AZX1101, a recombinant b-lactamase enzyme combination of bacterial
origin for the prevention of hospital-acquired infections and
antibiotic-associated diarrhea, as well as AZX1103, a b-lactamase
enzyme combination. The company was incorporated in 2014 and is
headquartered in Brooklyn, New York.
BARNWELL INDUSTRIES: Says Substantial Going Concern Doubt Exists
----------------------------------------------------------------
Barnwell Industries, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $3,467,000 on $3,984,000 of revenues for
the three months ended June 30, 2020, compared to a net loss of
$1,398,000 on $3,409,000 of revenues for the same period in 2019.
At June 30, 2020, the Company had total assets of $15,985,000,
total liabilities of $17,417,000, and $1,432,000 in total deficit.
The Company said, "Our ability to sustain our business in the
future will depend on sufficient oil and natural gas operating cash
flows, which are highly sensitive to potentially volatile oil and
natural gas prices, sufficient contract drilling operating cash
flows, which are subject to potentially large changes in demand,
and sufficient future land investment segment proceeds and
distributions from the Kukio Resort Land Development Partnerships,
the timing of which are both highly uncertain and not within
Barnwell's control. A sufficient level of such cash inflows are
necessary to fund discretionary oil and natural gas capital
expenditures, which must be economically successful to provide
sufficient returns, as well as fund our non-discretionary outflows
such as oil and natural gas asset retirement obligations and
ongoing operating and general and administrative expenses.
"We have experienced a trend of losses and negative operating cash
flows in recent years. Due to the additional impacts of the
COVID-19 pandemic, we now face a greater uncertainty about our cash
inflows, which in turn leads to substantial doubt regarding our
ability to make the required discretionary cash outflows for the
capital expenditures necessary to convert our proved undeveloped
reserves to proved developed reserves. Furthermore, because of the
greater uncertainty about our cash inflows, there is substantial
doubt about our ability to fund our non-discretionary cash outflows
and thus substantial doubt about our ability to continue as a going
concern for one year from the date of the filing of this report.
"The Company is investigating potential sources of funding,
including non-core oil and natural gas property sales, however, no
probable sources of such funding have yet been secured.
Alternatively, management has the ability to sell its corporate
office on the 29th floor of a commercial office building in
downtown Honolulu, Hawaii, to generate liquidity without impacting
operations significantly, in order to mitigate the substantial
doubt about our ability to continue as a going concern. However,
the Company's ability to sell its corporate office at an
appropriate time or for a sufficient price is outside of the
Company's control and is therefore not probable. Because of this
uncertainty as well as uncertainties regarding the potential
duration and depth of the impacts of the COVID-19 pandemic on our
business, substantial doubt about our ability to continue as a
going concern for one year from the date of the filing of this
report exists. These financial statements do not include any
adjustments that might result from the outcome of these
uncertainties."
A copy of the Form 10-Q is available at:
https://is.gd/7zeW6w
Barnwell Industries, Inc., is a Honolulu-based company engaged in
the development, production and sale of oil and natural gas in
Canada. The Company is also engaged in land investment, contract
drilling and residential real estate development activities in
Hawaii.
BARRACUDA NETWORKS: Moody's Lowers CFR to B3, Outlook Stable
------------------------------------------------------------
Moody's Investors Service downgraded Barracuda Networks Inc.'s
ratings, including the Corporate Family Rating to B3 from B2 and
the Probability of Default Rating to B3-PD from B2-PD, as a result
of the company's recently announced debt funded dividend. Barracuda
is funding an equity distribution of approximately $650 million
with an upsized first lien term loan and new second lien debt. The
company's first lien debt was affirmed at B2. Moody's also assigned
a Caa2 rating to the proposed second lien debt. The outlook is
stable.
RATINGS RATIONALE
Barracuda's B3 CFR is driven by its very high leverage offset by
its strong niche position in the cyber security industry. Leverage
pro forma for certain employee payments is approximately 8x based
on August 2020 results (7.5x on a cash EBITDA basis). Free cash
flow (before RSU payments) to debt pro forma for the October debt
raise was approximately 2% for LTM August 2020. Deferred employee
stock payments continue to be a use of cash; however, the owners
effectively set aside cash at closing of the leveraged buyout in
February 2018 to fund the employee payments triggered by the
buyout.
Moody's expects financial policies to remain aggressive as
evidenced by the proposed debt financed dividend. Barracuda is
owned by private equity group Thoma Bravo and does not have an
independent Board of Directors.
Although Barracuda is much smaller than many of its security and
storage peers, it has a leading market position in its target
niche. The company provides security and storage appliances and
software to midmarket companies. Barracuda's backup, firewall and
email security products are tailored in capabilities and price
point to the needs of mid-sized companies. Security and data
protection spending is expected to grow at high single digit rates
over the next several years driven by constantly evolving cyber
threats, compliance requirements and the shift of corporate
workloads to the cloud. Industry growth, as well as that of
Barracuda, will likely remain solid to some degree assisted by the
increased security threats as employees work remotely. Moody's
expects that security spending will remain relatively steady
through most economic scenarios.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's expectations of mid-single
digit growth and limited but positive free cash flow. The ratings
could be downgraded if leverage is above 9x (8.5x on a cash EBITDA
basis) or free cash flow is negative on other than a temporary
basis. The ratings could be upgraded if the company maintains its
strong organic growth, leverage is on track to fall below 7x (or
6.5x on a cash EBITDA basis) and free cash flow to debt is greater
than 5%.
Liquidity is good driven by an expected $73 million of cash at
closing, an undrawn $75 million revolver maturing 2023 and modest
free cash flow over the next 12 months.
The following ratings were affected:
Downgrades:
Issuer: Barracuda Networks, Inc.
Corporate Family Rating, Downgraded to B3 from B2
Probability of Default Rating, Downgraded to B3-PD from B2-PD
Assignments:
Issuer: Barracuda Networks, Inc.
Senior Secured 2nd Lien Bank Credit Facility, Assigned Caa2 (LGD5)
Affirmations:
Issuer: Barracuda Networks, Inc.
Senior Secured 1st Lien Bank Credit Facility, Affirmed B2 (LGD3)
from (LGD4)
Outlook Actions:
Issuer: Barracuda Networks, Inc.
Outlook, Remains Stable
Barracuda Networks, Inc. is a provider of storage and security
appliances and software. The company, headquartered in Campbell,
CA. is owned by private equity firm Thoma Bravo.
The principal methodology used in these ratings was Software
Industry published in August 2018.
BJ SERVICES: Squire Patton Disclose Committee's Claims
------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Squire Patton Boggs (US) LLP submitted a verified
statement to disclose that it is representing the Official
Committee of Unsecured Creditors in the Chapter 11 cases of BJ
Services, LLC, et al.
On July 28, 2020, the United States Trustee for Region 7 appointed
the Committee pursuant to section 1102 of Chapter 11 of Title 11 of
the United States Code [Docket No. 199]. The Committee currently
consists of seven members. The members of the Committee are: (i)
Gardner Denver Petroleum Pumps, LLC (the Committee Chair); (ii)
Infosys Limited; (iii) SPM Flow Control; (iv); DTE Enterprises; (v)
Solvay USA d/b/a Chemplex; (vi) High Roller Sand Operating; and
(vii) Circle Bar A, Inc.
As of Oct. 15, 2020, each member of the Committee and their
disclosable economic interests are:
Gardner Denver Petroleum Pumps, LLC
1800 Gardner Exwy
Quincy, IL 62305
* Gardner Denver holds a claim against Debtor BJ Services, LLC in
the amount of $10,796,088.62. The claim is unsecured and arises
under that certain Manufacturing and Related Services Agreement,
dated May 23, 2019, by and between Gardner Denver and BJLLC and
a separate Inventory Purchase Agreement, dated June 26, 2020, by
and between Gardner Denver and BJLLC.
* Gardner Denver's Canadian affiliate, Gardner Dever Canada Corp.,
also holds a general unsecured claim against Debtor BJ Services
Holdings Canada, ULC in the amount of $2,202,637.67, arising
under the Agreements.
Infosys Limited
1 World Trade Center
285 Fulton St., 79th Floor
New York, NY 10007
* Infosys holds a claim against BJLLC in the amount of
$4,462,305.07. The claim is unsecured and arises under that
certain Master Services Agreement, dated January 4, 2017, and
related statements of work, by and between Infosys and BJLLC.
* Two of Infosys' affiliates also hold general unsecured claims
against BJLLC for unpaid prepetition services rendered to BJLLC:
(i) Infosys McCamish Systems holds a claim in the amount of
$2,340,466.69 and (ii) Infosys BPM Limited holds a claim in the
amount of $57,723.90.
SPM Flow Control
7601 Wyatt Drive
Fort Worth, TX 76108
* SPM holds a claim against BJLLC in the amount of $4,839,189.00.
The claim against BJLLC consists of (i) administrative claims in
the amount of $494,518.94 and $688,164.38, (ii) a secured claim
in the amount of $2,223,893.15, and (iii) prepetition unsecured
claim in the amount of $1,432,612.53. The claim against BJLLC
arises under a Master Agreement for Subcontractor Services dated
June 6, 2017, and pursuant purchase orders, invoices, and UCC-1
liens related thereto.
* SPM also holds a claim against Debtor BJ Services Holdings
Canada, ULC in the total amount of $214,212.71. The claim
against BJ Canada is unsecured and consists of (i)
administrative claims in the amount of $29,028.28 and
$51,310.10, and (ii) prepetition unsecured claim in the amount
of $133,874.33. The claim against BJ Canada arises under
purchase orders and invoices that remained unpaid as of the
Petition Date.
DTE Enterprises
2350 W Pinehurst Blvd.
Addison, IL 60101
* DTE holds a claim against BJLLC in the amount of $2,734,506.12.
The claim is unsecured and arises under that certain Master
Services Agreement, dated September 7, 2017, as amended.
Solvay USA d/b/a Chemplex
504 Carnegie Center
Princeton, NJ 08540
* Solvay holds a claim against BJLLC in the amount of not less
than $791,919.11. The claim is unsecured arises under
prepetition purchase orders and accompanying invoices that
remained unpaid as of the Petition Date.
High Roller Sand Operating
1325 South Dairy Ashford
Houston, TX 77077
* High Roller holds a claim against BJLLC in the amount of
$1,324,593.27. The claim is unsecured and consists of (i) an
administrative claim in the amount of $22,080.86 and (ii) a
prepetition unsecured claim in the amount of 1,302,512.41. The
claim arises under that certain Supply Agreement, dated December
12, 2017, by and between High Roller and BJLLC.
Circle Bar A, Inc.
27035 Campbellton Road
San Antonia, TX 78264
* CBA holds a claim against BJLLC in the amount of $875,931.80.
The claim is unsecured and arises under that certain prepetition
Master Transportation Agreement dated April 17, 2017 and
associated Requests for Transportation Services.
Nothing contained in this Verified Statement, or Exhibit A hereto,
should be construed as a limitation upon, or waiver of, any
Committee member's right to assert, file, or amend its claim(s) in
accordance with applicable law and any orders entered in these
cases, including any order establishing procedures for filing
proofs of claims.
The Committee reserves the right to amend or supplement this
Verified Statement in accordance with the requirements set forth in
Bankruptcy Rule 2019.
Counsel to the Official Committee of Unsecured Creditors can be
reached at:
SQUIRE PATTON BOGGS (US) LLP
Travis A. McRoberts, Esq.
2000 McKinney Avenue, Suite 1700
Dallas, TX 75201
Telephone: (214)758-1500
Facsimile: (214)758-1500
Email: travis.mcroberts@squirepb.com
- and -
Norman N. Kinel, Esq.
1211 Avenue of the Americas, 26th Floor
New York, NY 10136
Telephone: (212) 872-9800
Facsimile: (212) 872-9815
Email: norman.kinel@squirepb.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/34bJpSa and https://bit.ly/3keUSpF
About BJ Services
BJ Services, LLC -- https://www.bjservices.com/ -- provides
hydraulic fracturing and cementing services to upstream oil and gas
companies engaged in the exploration and production of North
American oil and natural gas resources. Based in Tomball, Texas,
BJ Services operates in every major basin throughout U.S. and
Canada.
BJ Services and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 20-33627)
on July 20, 2020. At the time of the filing, the Debtors disclosed
assets of between $500 million and $1 billion and liabilities of
the same range. Judge Marvin Isgur oversees the cases.
The Debtors have tapped Kirkland & Ellis, LLP, Kirkland & Ellis
International, LLP and Gray Reed & McGraw LLP as their legal
counsel, PJT Partners LP as investment banker, Ankura Consulting
Group, LLC, as restructuring advisor, PricewaterhouseCoopers LLP as
tax consultant, and Donlin, Recano & Company, Inc., as claims
agent.
The Debtors have also tapped a number of professionals to assist in
the marketing and sale of their assets.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on July 28, 2020. The committee is represented by Squire
Patton Boggs (US), LLP.
BRAUN EVENTS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Braun Events Inc
9611 Winona Avenue
Schiller Park, IL 60176
Business Description: Braun Events Inc. provides special events
equipment rental services.
Chapter 11 Petition Date: October 17, 2020
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 20-18843
Judge: Hon. David D. Cleary
Debtor's Counsel: Richard N. Golding, Esq.
THE GOLDING LAW OFFICES, P.C.
500 N. Dearborn St., 2nd Flr.
Chicago, IL 60654
Tel: (312) 832-7885
Fax: (312) 755-5720
E-mail: rgolding@goldinglaw.net
Total Assets: $546,997
Total Liabilities: $2,202,249
The petition was signed by Robert Braun, president.
A copy of the petition containing, among other items, a list of the
Debtor's 20 largest unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/E3STUOI/Braun_Events_Inc__ilnbke-20-18843__0001.0.pdf?mcid=tGE4TAMA
BRIGGS & STRATTON: Moves Production Line to New York
----------------------------------------------------
Arthur Thomas of Milwaukee Business News reports that
Wauwatosa-based Briggs & Stratton could sell its Burleigh Street
plant and then lease just the southern half of the facility after
moving several production lines to facilities in New York,
according to court filings in the company's bankruptcy case.
Briggs announced in June it would move several production lines
from its Wauwatosa facility, located just south of its corporate
headquarters, to existing factories in New York State. Those
product lines include lawn tractors, residential zero-turn mowers,
snow throwers and pressure washers.
The decision to move the residential turf and home maintenance
product lines out of the Burleigh facility was actually made in
March, according to the court documents.
Briggs says its pressure washers will now be outsourced to a
strategic supplier as the company looks to simplify its portfolio.
Moving and outsourcing the production of the product lines will
allow Briggs to reduce the costs associated with maintaining the
Burleigh facility. The company says reducing costs is an essential
part of its business plan and asset sale strategy.
As part of its Chapter 11 bankruptcy, Briggs is seeking to sell
nearly all of its assets to New York-based KPS Capital Partners for
$550 million. The sale would be part of a court supervised process
and another buyer could outbid KPS.
Shifting production would also allow Briggs to sell the Burleigh
facility and lease back the south half to further reduce costs,
according to court filings.
While the shift provides flexibility, no final decision on a sale
has been made, a Briggs spokesperson said via email.
The facility is located on a 56-acre lot and has an assessed value
of $10.9 million, according to Milwaukee County records. The
company owns a second lot to the north of the Burleigh plant along
Wirth Street that is home to its corporate headquarters. That
property is almost 19 acres and assessed at slightly more than $8
million.
The additional details on the future of the Burleigh facility were
part of a request by Briggs for court approval of a partial closing
agreement with the United Steelworkers union.
Briggs could terminate up to 185 union members as part of the
decision to move production to New York, where the company said in
June it would add 125 jobs.
The company estimates it will pay out around $910,000 in severance
as part of the move, an average of $4,919 per employee. Severance
pay is based on seniority with the company. Employees who have been
with the company one year or less would get one week of severance
pay with each additional two years of service adding a week. Those
with the company 14 years or more would max out at eight weeks of
severance.
About Briggs & Stratton Corporation
Briggs & Stratton Corporation is a producer of gasoline engines for
outdoor power equipment and a designer, manufacturer and marketer
of power generation, pressure washer, lawn and garden, turf care,
and job site products. The Company's products are marketed and
serviced in more than 100 countries on six continents through
40,000 authorized dealers and service organizations. Visit
https://www.basco.com for more information.
Briggs & Stratton Corporation and four affiliates concurrently
filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 20-43597) on July
20, 2020. The petitions were signed by Mark A. Schwertfeger, senior
vice president and chief financial officer. At the time of the
filing, Briggs & Stratton Corporation disclosed total assets of
$1,589,398,000 and total liabilities of $1,350,058,000 as of March
29, 2020.
Judge Barry S. Schermer oversees the cases.
The Debtors have tapped Weil, Gotshal & Manges LLP as bankruptcy
counsel; Carmody MacDonald P.C. as local counsel; Foley & Lardner
LLP as corporate counsel; Houlihan Lokey Inc. as investment banker;
Ernst & Young, LLP as restructuring and tax advisor; Deloitte LLP
as auditor and tax consultant; and Kurtzman Carson Consultants, LLC
as claims and noticing agent.
BRIGGS & STRATTON: Reduces Proposed Job Cuts at Burleigh, NY to 100
-------------------------------------------------------------------
Arthur Thomas of Milwaukee Business News reports that
Wauwatosa-based Briggs & Stratton Corp. says it will now need to
cut around 100 jobs as it moves production of certain product lines
at its Burleigh Street factory to facilities in New York State.
The final job cuts also won't come until Nov. 25, 2020 and the
company says 35 of the cuts will come from employees who
volunteered for termination. Those positions will be eliminated
Sept. 25, 2020.
Briggs decided in March to move or outsource production of lawn
tractors, residential zero-turn mowers, snow throwers and pressure
washers from the Burleigh facility, which is just south of the
company's corporate headquarters.
When Briggs announced the job cuts in June, the company estimated
it would cut 228 positions by Aug. 28, 2020. A staffing firm used
by the company also announced it would eliminate 120 positions.
In mid-August 2020, the company revised its estimates and timeline,
telling state officials it would cut 184 jobs. The date for the
cuts was also moved to Sept. 25 because of the company's pending
Chapter 11 bankruptcy case.
Briggs now plans to execute the remaining 65 job cuts on Nov. 25,
2020, according to a court filing in the bankruptcy case.
The company attributed the later date to supply chain delays, the
impact of COVID-19, a business need to postpone the shutdown of one
tractor manufacturing line and the need to gradually wind down
production.
Briggs also said the change in job cuts was the "result of typical
employee attrition and the reassignment of impacted employees to
open positions."
The staffing firm, however, has not revised its job cut figures at
all, according to state records.
Briggs said its potential severance and vacation pay costs from the
cuts has dropped from an estimated $910,000 to around $250,000.
About Briggs & Stratton Corporation
Briggs & Stratton Corporation is a producer of gasoline engines for
outdoor power equipment and a designer, manufacturer and marketer
of power generation, pressure washer, lawn and garden, turf care,
and job site products. The Company's products are marketed and
serviced in more than 100 countries on six continents through
40,000 authorized dealers and service organizations. Visit
https://www.basco.com for more information.
Briggs & Stratton Corporation and four affiliates concurrently
filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 20-43597) on July
20, 2020. The petitions were signed by Mark A. Schwertfeger, senior
vice president and chief financial officer. At the time of the
filing, Briggs & Stratton Corporation disclosed total assets of
$1,589,398,000 and total liabilities of $1,350,058,000 as of March
29, 2020.
Judge Barry S. Schermer oversees the cases.
Debtors have tapped Weil, Gotshal & Manges LLP as bankruptcy
counsel; Carmody MacDonald P.C. as local counsel; Foley & Lardner
LLP as corporate counsel; Houlihan Lokey Inc. as investment banker;
Ernst & Young, LLP as restructuring and tax advisor; Deloitte LLP
as auditor and tax consultant; and Kurtzman Carson Consultants, LLC
as claims and noticing agent.
CALIFORNIA PIZZA: Gets Approval to Hire PwC as Tax Consultant
-------------------------------------------------------------
California Pizza Kitchen, Inc. and its affiliates received approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to hire PricewaterhouseCoopers LLP to provide them with tax
compliance and tax consulting services.
The firm's services will include:
Tax Compliance Services
a. PwC will prepare and sign as preparer the U.S. Corporation
Income Tax Return, Form 1120, for the tax year beginning Dec. 31,
2018 through Dec. 29, 2019;
b. PwC will prepare and sign as preparer the required state
corporate income tax returns for the Debtors and certain entities;
c. Unless otherwise agreed with PwC, the Debtors will be
responsible for the preparation and filing of all other tax or
information returns including city and county income or gross
receipts filings, payroll tax filings, sales and use tax filings,
and information reporting filings; and
d. The services also include basic consideration of the new
law 2017 tax reform and reconciliation act but do not include
performing every analysis that may need to be undertaken during the
firm's employment to address these law changes.
Tax Consulting Services
a. Phase 1 - Restructuring Scenario Comparison. As part of
Phase I, PwC will assist the Debtors by analyzing certain tax
considerations with respect to the contemplated debt restructuring
scenarios. In Phase I, PwC expects to perform the following
services:
i. Assist in the preparation of a slide deck that analyzes
the U.S. federal, international, and state income tax consequences
of the restructuring plan;
ii. Gain an understanding of the Debtors' income tax profile
(U.S. federal and material state income tax attributes);
iii. Review the Debtors' summary of the U.S. federal and
certain state tax basis of their domestic U.S. Subsidiaries;
iv. Analyze the material U.S. federal income, state income
and requested non-income and foreign tax considerations applicable
to contemplated debt restructuring scenarios.
v. Consider the availability of potential income tax refund
opportunities under the various scenarios;
vi. Consider implications to U.S. federal and certain state
income tax attributes under Section 382 and 383 under the proposed
restructuring scenarios;
vii. Participate in conference calls with the Debtors; and
viii. Read and provide comments from a tax perspective on tax
matters with respect to the legal agreements drafted by the
Debtors' legal counsel.
b. Phase II. During Phase II, PwC will memorialize the firm's
findings; perform refined analyses and quantification based on the
Debtors' selected restructuring plan; prepare or review a
transaction cost analysis for transaction fees related to the
restructuring plan; and update an ownership change analysis under
Section 382, Section 382 limitation calculations, and net
unrealized built-in gain or loss analysis. The services will be
discussed and agreed upon by the Debtors and PwC after the
completion of Phase I. The decision to proceed to Phase II should
be at the Debtors' sole discretion.
PwC will be paid as follows:
a. A fixed fee of $162,000 for the tax compliance services, of
which $25,000 was paid to PwC prior to Debtors' bankruptcy filing.
b. An hourly fee for tax consulting services. The firm's
hourly rates are as follows:
Partner/Principal $945
Director $803
Senior Manager $743
Manager $709
Senior Associate $540
Associate and other staff $432
Joseph Gomez, a partner at PwC, disclosed in court filings that the
firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Joseph H. Gomez
PricewaterhouseCoopers LLP
601 S Figueroa St.
Los Angeles, CA 90017
Phone: +1 213-356-6000
About California Pizza Kitchen
California Pizza Kitchen, Inc. is a casual dining restaurant chain
that specializes in California style pizza. Since opening its doors
in Beverly Hills in 1985, California Pizza Kitchen has grown from a
single location to more than 200 restaurants worldwide. Visit
http://www.cpk.comfor more information.
California Pizza Kitchen filed a Chapter 11 petition (Bankr. S.D.
Texas Case No. 20-33752) on July 29, 2020. Judge Marvin Isgur
oversees the case.
At the time of filing, the Debtors had estimated assets of between
$100 million and $500 million and liabilities of between $500
million and $1 billion.
The Debtors have tapped Kirkland & Ellis LLP, Kirkland & Ellis
International LLP and Jackson Walker LLP as their legal counsel,
Guggenheim Securities, LLC as financial advisor and investment
banker, Alvarez & Marsal, Inc. as restructuring advisor, and Hilco
Real Estate, LLC as real estate consultant and advisor.
Gibson, Dunn & Crutcher LLP and FTI Consulting, Inc. serve as legal
counsel and financial advisor, respectively, for a group of first
lien lenders.
On Aug. 14, 2020, the Office of the U.S. Trustee appointed a
committee of unsecured creditors. The committee selected Kramer
Levin Naftalis & Frankel LLP as its bankruptcy counsel, Womble Bond
Dickinson (US) LLP as its local counsel, and Berkeley Research
Group, LLC as its financial advisor.
CAPE QUARRY: Hires Pepper & Associates as Attorney
--------------------------------------------------
Cape Quarry, LLC, seeks authority from the U.S. Bankruptcy Court
for the Eastern District of Louisiana to employ Pepper &
Associates, PC, as attorney to the Debtor.
Cape Quarry requires Pepper & Associates to represent and provide
legal services to the Debtor in the Chapter 11 bankruptcy
proceedings.
Pepper & Associates will be paid at the hourly rates of $300.
Pepper & Associates will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Matthew L. Pepper, partner of Pepper & Associates, PC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
About Cape Quarry
Cape Quarry, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.
La. Case No. 19-12367). The Debtor hired Pepper & Associates, PC,
as attorney.
Pepper & Associates can be reached at:
Matthew L. Pepper, Esq.
PEPPER & ASSOCIATES, PC
10200 Grogans Mill Rd., Suite 235
The Woodlands, TX 77380
Tel: (281) 367-2266
Fax: (281) 292-6072
CBAC PROPERTIES: Hires Aztec Realty as Real Estate Broker
---------------------------------------------------------
CBAC Properties, Ltd, seeks authority from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Aztec Realty &
Investments, LLC, as real estate broker to the Debtor.
CBAC Properties requires Aztec Realty to market and sell the
Debtor's real property known as 1502 W. Pike Blvd., Weslaco, TX.
Aztec Realty will be paid a commission of 6% of the sales price.
Blake J. Box, partner of Aztec Realty & Investments, 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.
Aztec Realty can be reached at:
Blake J. Box
AZTEC REALTY & INVESTMENTS, LLC
500 E. Pecan Blvd.
McAllen, TX 78051
Tel: (956) 682-8324
About CBAC Properties, Ltd
CBAC Properties, Ltd. is a single asset real estate debtor (as
defined in 11 U.S.C. Section 101(51B)).
CBAC Properties sought Chapter 11 protection (Bankr. S.D. Texas
Case No. 20-70233) on Aug. 3, 2020. At the time of the filing,
Debtor disclosed estimated assets of $1 million to $10 million and
estimated liabilities of the same range. Judge Eduardo V. Rodriguez
oversees the case. Langley & Banack, Inc., is the Debtor's legal
counsel.
CENTURY 21 DEPARTMENT: Hires Mr. Cashman of Berkeley as CRO
-----------------------------------------------------------
Century 21 Department Stores LLC, and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Southern District
of New York to employ Brian M. Cashman of Berkeley Research Group,
LLC, as chief restructuring officer to the Debtors.
Century 21 Department requires Berkeley to:
(a) report to the Board of Directors or, when appropriate with
respect to conflict matters delegated to the independent
director, to the independent director;
(b) in consultation with management of the Debtors and subject
to the approval of the Board of Directors, including the
independent director of the Debtors, develop and implement
a chosen course of action to preserve asset value and
maximize recoveries to stakeholders;
(c) oversee the activities of the Debtors in consultation with
other advisors and the management team to effectuate the
selected course of action, including the disposition of
assets as applicable;
(d) assist the Debtors and their management in developing and
managing cash flow projections and related methodologies;
and assist with planning for alternatives as requested by
Debtors;
(e) assist the Debtors in planning for and operating in a
chapter 11 bankruptcy proceeding, including negotiations
with stakeholders and the formulation of a reorganization
strategy and plan of reorganization directed to preserve
value and maximize recoveries;
(f) assist as requested by management in connection with the
Debtors' development of their business plan, and such
other related forecasts as may be required by creditor
constituencies in connection with negotiations;
(g) monitor and supervise disbursements;
(h) provide information deemed by the CRO to be reasonable and
relevant to stakeholders and consult with key constituents
as necessary;
(i) to the extent reasonably requested by the Debtors, offer
testimony before the Bankruptcy Court with respect to the
services provided by the CRO and the Additional Personnel,
and participate in depositions, including by providing
deposition testimony, related thereto;
(j) monitor and interface with outside professionals retained
by the Debtors in connection with any store closing sales
and other asset dispositions and insurance claims; and
(k) provide such other services as mutually agreed upon by the
Firm and the Debtors.
Berkeley will be paida flat fee of $125,000 per month.
Berkeley will be paid at these hourly rates:
Managing Director $825-$1,095
Director $625-$835
Professional Staff $295-$740
Support Staff $125-$260
Berkeley will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Brian M. Cashman, partner of Berkeley Research Group, LLC, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Berkeley can be reached at:
Brian M. Cashman
BERKELEY RESEARCH GROUP, LLC
70 W. Madison Street, Suite 5000
Chicago, IL 60602
Tel: (312) 429-7900
About Century 21 Department Stores LLC
Century 21 Department Stores LLC and its affiliates are pioneers in
off-price retail offering access to designer brands at amazing
prices. They opened their iconic flagship location in downtown
Manhattan in 1961. As of the petition date, the Debtors have 13
stores across New York, New Jersey, Pennsylvania and Florida and an
online retail presence, operate seasonal pop-ups, and employ other
innovative retail concepts. Visit http://www.c21stores.comfor more
information.
Century 21 Department Stores LLC and its affiliates sought Chapter
11 protection (Bankr. S.D.N.Y. Lead Case No. 20-12097 on Sept. 10,
2020).
Century 21 was estimated to have $100 million to $500 million in
assets and liabilities as of the bankruptcy filing.
The Hon. Shelley C. Chapman is the case judge.
The Debtors have tapped Proskauer Rose LLP as their legal counsel,
Weg and Myers, P.C., as special litigation counsel, Berkeley
Research Group LLC as financial advisor, and Hilco Merchant
Resources LLC as liquidation consultant. Stretto is Debtors'
claims agent.
CENTURY 21 DEPARTMENT: Hires Weg and Myers as Special Counsel
-------------------------------------------------------------
Century 21 Department Stores LLC, and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Southern District
of New York to employ Weg and Myers, P.C., as special litigation
counsel to the Debtors.
Century 21 Department requires Weg and Myers to assist the Debtors
in the insurance action seeking in excess of $175 million of
contract and consequential damages against several of the Debtors'
carriers of property and business interruption insurance pending
with the Supreme Court for the State of New York, Index No.
652975/2020.
Weg and Myers will be paid at these hourly rates:
Partners $700 to $800
Associates $300 to $425
Staffs $135
Weg and Myers will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Dennis T. D'Antonio, partner of Weg and Myers, P.C., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Weg and Myers can be reached at:
Dennis T. D'Antonio, Esq.
Weg and Myers, P.C.
52 Duane St., Suite 2
New York, NY 10007
Tel: (212) 227-4210
About Century 21 Department Stores
Century 21 Department Stores LLC and its affiliates are pioneers in
off-price retail offering access to designer brands at amazing
prices. They opened their iconic flagship location in downtown
Manhattan in 1961. As of the petition date, the Debtors have 13
stores across New York, New Jersey, Pennsylvania and Florida and an
online retail presence, operate seasonal pop-ups, and employ other
innovative retail concepts. Visit http://www.c21stores.comfor more
information.
Century 21 Department Stores LLC and its affiliates sought Chapter
11 protection (Bankr. S.D.N.Y. Lead Case No. 20-12097 on Sept. 10,
2020).
Century 21 was estimated to have $100 million to $500 million in
assets and liabilities as of the bankruptcy filing.
The Hon. Shelley C. Chapman is the case judge.
The Debtors have tapped Proskauer Rose LLP as their legal counsel,
Weg and Myers, P.C., as special litigation counsel, Berkeley
Research Group LLC as financial advisor, and Hilco Merchant
Resources LLC as liquidation consultant. Stretto is Debtors' claims
agent.
CHURCH THAT FEEDS: Seeks to Hire Van Horn Law as Counsel
--------------------------------------------------------
The Church that Feeds and Shelters All People, Inc., seeks
authority from the U.S. Bankruptcy Court for the Southern District
of Florida to employ Van Horn Law Group, P.A., as counsel to the
Debtor.
Church that Feeds requires Van Horn Law to:
a. give advice to the Debtor with respect to its powers and
duties as a debtor in possession and the continued
management of its business operations;
b. advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of court;
c. prepare motions, pleadings, orders, applications, adversary
proceedings, and other legal documents necessary in the
administration of the case;
d. protect the interest of the debtor in all matters pending
before the court; and
e. represent the Debtor in negotiation with its creditors in
the preparation of a plan.
Van Horn Law will be paid at these hourly rates:
Chad Van Horn, Esq. $450
Associates $350
Jay Molluso $250
Law Clerks $175
Paralegals $175
Van Horn Law will be paid a retainer in the amount of $6,267.
Van Horn Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Chad T. Van Horn, the firm's founding partner, 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.
Van Horn Law can be reached at:
Chad T. Van Horn, Esq.
VAN HORN LAW GROUP, INC.
330 N. Andrews Ave., Suite 450
Fort Lauderdale, FL 33301
Tel: (954) 765-3166
E-mail: Chad@cvhlawgroup.com
About The Church that Feeds
and Shelters All People, Inc.
The Church That Feeds and Shelters All People, Inc., filed a
Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 20-20267)
on Sept. 23, 2020, disclosing under $1 million in both assets and
liabilities. The Debtor is represented by Van Horn Law Group, P.A.
CIT GROUP: Moody's Puts (P)Ba2 Pref. Shelf Rating on Watch Neg.
---------------------------------------------------------------
Moody's Investors Service has placed on review for downgrade all
long-term ratings of First Citizens BancShares, Inc. (First
Citizens, subordinated debt at Baa1) as well as the long-term
ratings and assessments, including the a3 standalone Baseline
Credit Assessment (BCA), of its lead bank, First-Citizens Bank &
Trust Company (A1 for deposits). Similarly, all bank-level
short-term ratings were placed on review for downgrade, except for
First-Citizens Bank & Trust Company's Prime-2 counterparty risk
ratings, which were affirmed.
In the same action, Moody's has placed on review for upgrade all
long-term ratings of CIT Group Inc. (CIT, senior debt at Ba1) as
well as the long- and short-term ratings and assessments, including
the baa3 BCA, of its lead bank, CIT Bank, N.A. CIT Bank has
Baa1/Prime-2 deposit ratings, a Ba1 senior unsecured debt rating,
Baa2(cr)/Prime-2(cr) counterparty risk assessments and Baa3/Prime-3
counterparty risk ratings.
During the review, Moody's will assess the implications of the
merger for the existing creditors of the two banks, including the
associated integration risks from merging two institutions with
different business models.
RATINGS RATIONALE
The initiation of the review on the ratings and assessments for
First Citizens and CIT follows the banks' announcement that they
will merge in an all-stock transaction. The proposed merger will
create a large US bank with assets of approximately $110 billion.
The combined bank will operate under the First Citizens name and
although CIT has a larger balance sheet, First Citizens'
shareholders will have an ownership stake of approximately 61%.
Moody's sees minimal overlap between the two banks' franchises,
which somewhat limits anticipated efficiency gains. Specifically,
CIT is a sizable commercial lender with some national platforms in
specialized businesses that would be new to First Citizens,
including rail, aviation, maritime, energy and factoring. These
businesses complement First Citizens' retail banking franchise,
centered on the Carolinas and nearby states, although First
Citizens does have an existing modest retail presence in more than
a dozen other US states and a longstanding national lending
franchise serving medical and dental professionals. Still, First
Citizens believes it can reduce the firms' combined noninterest
expense base by 10% and achieve a pro-forma efficiency ratio in the
mid-50% range by year-end 2022, once merger-related costs are fully
accounted for. Independently, both banks currently operate in the
low- to mid-60% range, with CIT currently more efficient than First
Citizens.
The banks' funding profiles may also prove to be complementary.
First Citizens has a large and low-cost branch-sourced deposit
franchise with roughly 44% of its average third quarter 2020
deposits being noninterest-bearing. Although CIT also has some
traditional branch-based deposits, its largest deposit gathering
engine is its national online bank, which results in more costly
deposits. In the third quarter of 2020, CIT reported a deposit cost
of 91 basis points (bps) versus 13 bps for First Citizens.
Nonetheless, the addition of CIT's online business should
accelerate First Citizens' digital technology capabilities.
Despite these potentially favorable attributes, Moody's placed
First Citizens' ratings on review for downgrade because its
proposed merger with CIT is a large undertaking and distinct from
the more modestly-sized acquisitions that First Citizens previously
targeted. Nonetheless, Moody's recognizes First Citizens' good
acquisition integration track record. Still, until the acquisition
has been fully integrated, First Citizens' risk profile will be
heightened, particularly as the economic fallout from the
coronavirus pandemic is not yet fully known. Moody's noted that the
combined company expects to have a pro forma loan loss reserve of
approximately 2.4% of total loans, excluding Paycheck Protection
Program (PPP) loans.
At the same time, Moody's placed CIT's ratings on review for
upgrade because its creditors may benefit from the merger. First
Citizens has been a more consistent performer than CIT, with
greater stability in credit quality and profitability.
Moody's noted that the combined bank is likely to face additional
regulatory focus because of its enlarged size. However, prior to
downsizing its franchise in recent years, CIT was previously
classified as a systemically important financial institution when
the regulatory threshold for that designation was lower than it is.
As such, Moody's expects the combined firm will have the
institutional expertise to navigate through a more demanding
regulatory environment as CIT retained that existing
infrastructure.
Moody's review is unlikely to conclude until after the deal has
received regulatory approvals and the transaction closes. The
banks' management teams anticipate this will occur in the first
half of 2021.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
For First Citizens, Moody's review for downgrade will focus on the
risks associated with such a large transaction, including the
challenges of integrating two institutions with different business
profiles. Given the direction of the ratings review, positive
rating movement is unlikely. First Citizens' BCA and ratings could
be confirmed upon conclusion of the review if Moody's were to
assess that the benefits from the merger would result in a more
diversified bank without an increase in risk profile and that the
integration risks were adequately mitigated.
For CIT, Moody's review for upgrade will focus on the benefits to
creditors of the proposed combination, specifically its stronger
and more stable prospective profitability, and improved funding
mix. Given the direction of the ratings review, downward rating
movement is unlikely.
On Review for Possible Downgrade:
Issuer: First Citizens BancShares, Inc.
Pref. Shelf, Placed on Review for Downgrade, currently (P)Baa2
Pref. Shelf Non-cumulative, Placed on Review for Downgrade,
currently (P)Baa3
Subordinate Shelf, Placed on Review for Downgrade, currently
(P)Baa1
Senior Unsecured Shelf, Placed on Review for Downgrade, currently
(P)Baa1
Pref. Stock Non-cumulative, Placed on Review for Downgrade,
currently Baa3 (hyb)
Subordinate Regular Bond/Debenture, Placed on Review for Downgrade,
currently Baa1
Issuer: First-Citizens Bank & Trust Company
Adjusted Baseline Credit Assessment, Placed on Review for
Downgrade, currently a3
Baseline Credit Assessment, Placed on Review for Downgrade,
currently a3
LT Counterparty Risk Assessment, Placed on Review for Downgrade,
currently A2(cr)
ST Counterparty Risk Assessment, Placed on Review for Downgrade,
currently P-1(cr)
LT Counterparty Risk Rating (Local Currency), Placed on Review for
Downgrade, currently A3
LT Counterparty Risk Rating (Foreign Currency), Placed on Review
for Downgrade, currently A3
LT Issuer Rating, Placed on Review for Downgrade, currently Baa1,
Rating Under Review from Stable
LT Bank Deposits, Placed on Review for Downgrade, currently A1,
Rating Under Review from Stable
ST Bank Deposits, Placed on Review for Downgrade, currently P-1
Affirmations:
Issuer: First-Citizens Bank & Trust Company
ST Counterparty Risk Rating (Local Currency), Affirmed P-2
ST Counterparty Risk Rating (Foreign Currency), Affirmed P-2
On Review for Possible Upgrade:
Issuer: CIT Group Inc.
Pref. Shelf, Placed on Review for Upgrade, currently (P)Ba2
Pref. Shelf Non-cumulative, Placed on Review for Upgrade, currently
(P)Ba3
Subordinate Shelf, Placed on Review for Upgrade, currently (P)Ba1
Senior Unsecured Shelf, Placed on Review for Upgrade, currently
(P)Ba1
Pref. Stock Non-cumulative, Placed on Review for Upgrade, currently
Ba3 (hyb)
Subordinate Regular Bond/Debenture, Placed on Review for Upgrade,
currently Ba1
Senior Unsecured Bank Credit Facility, Placed on Review for
Upgrade, currently Ba1, Rating Under Review from Stable
Senior Unsecured Regular Bond/Debenture, Placed on Review for
Upgrade, currently Ba1, Rating Under Review from Stable
Issuer: CIT Bank, N.A.
Adjusted Baseline Credit Assessment, Placed on Review for Upgrade,
currently baa3
Baseline Credit Assessment, Placed on Review for Upgrade, currently
baa3
LT Counterparty Risk Assessment, Placed on Review for Upgrade,
currently Baa2(cr)
ST Counterparty Risk Assessment, Placed on Review for Upgrade,
currently P-2(cr)
LT Counterparty Risk Rating (Local Currency), Placed on Review for
Upgrade, currently Baa3
LT Counterparty Risk Rating (Foreign Currency), Placed on Review
for Upgrade, currently Baa3
ST Counterparty Risk Rating (Local Currency), Placed on Review for
Upgrade, currently P-3
ST Counterparty Risk Rating (Foreign Currency), Placed on Review
for Upgrade, currently P-3
LT Issuer Rating, Placed on Review for Upgrade, currently Ba1,
Rating Under Review from Stable
LT Bank Deposits, Placed on Review for Upgrade, currently Baa1,
Rating Under Review from Stable
ST Bank Deposits, Placed on Review for Upgrade, currently P-2
Senior Unsecured Bank Note Program, Placed on Review for Upgrade,
currently (P)Ba1
Subordinate Bank Note Program, Placed on Review for Upgrade,
currently (P)Ba1
Senior Unsecured Regular Bond/Debenture, Placed on Review for
Upgrade, currently Ba1, Rating Under Review from Stable
Issuer: CIT Group Inc. (Old)
Backed Senior Unsecured Regular Bond/Debenture, Placed on Review
for Upgrade, currently Ba1, Rating Under Review from Stable
Outlook Actions:
Issuer: First Citizens BancShares, Inc.
Outlook, Changed To Rating Under Review From Stable
Issuer: First-Citizens Bank & Trust Company
Outlook, Changed To Rating Under Review From Stable
Issuer: CIT Group Inc.
Outlook, Changed To Rating Under Review From Stable
Issuer: CIT Bank, N.A.
Outlook, Changed To Rating Under Review From Stable
The principal methodology used in these ratings was Banks
Methodology published in November 2019.
CITCO ENTERPRISES: Taps Michael Jay Berger as Legal Counsel
-----------------------------------------------------------
Citco Enterprises, Inc. received approval from the U.S. Bankruptcy
Court for the Central District of California to hire the Law
Offices of Michael Jay Berger as its bankruptcy counsel.
The firm's services are as follows:
a. communicate with creditors of the Debtor;
b. review the Debtor's Chapter 11 bankruptcy petition and all
supporting schedules;
c. advise the Debtor of its legal rights and obligations in a
bankruptcy proceeding;
d. work to bring the Debtor into full compliance with
reporting requirements of the Office of the U.S. Trustee;
e. prepare status reports as required by the bankruptcy court;
and
f. respond to motions filed in the Debtor's bankruptcy
proceedings.
The firm will be paid at hourly rates as follows:
Michael Jay Berger $595
Sofya Davtyan $495
Carolyn Afari $435
Samuel Boyamian $350
Senior Paralegals/Law Clerks $225
Bankruptcy Paralegals $200
The retainer fee is $20,000.
Michael Jay Berger, Esq., disclosed in court filings that he has no
prior connections to Debtor, its creditors and other parties.
The firm can be reached through:
Michael Jay Berger, Esq.
Law Offices of Michael Jay Berger
9454 Wilshire Boulevard, 6th Floor
Beverly Hills, CA 90212
Tel: (310) 271-6223
Email: michael.berger@bankruptcypower.com
About Citco Enterprises Inc.
Citco Enterprises, Inc., a company that sells Halloween costumes,
filed its voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 20-11039) on Aug. 25,
2020. Caesar Ho, chief executive officer, signed the petition. At
the time of filing, the Debtor disclosed $343,141 in assets and
$2,324,905 in liabilities.
Judge Martin R. Barash oversees the case. The Law Offices of
Michael Jay Berger serves as the Debtor's legal counsel.
COSMOS HOLDINGS: Signs Advisory Contract with PGS Ventures
----------------------------------------------------------
Cosmos Holdings, Inc. entered into an advisory agreement with PGS
Ventures B.V., an Amsterdam corporation to provide advisory and
consulting services assisting with strategic analysis of the
Company's business objectives for the North American capital
markets. Peter Goldstein, the director and principal of the
Advisor, was appointed executive director to the Company's Board of
Directors.
The Advisor will use its best efforts to identify and introduce the
Company to prospective merger and acquisition candidates as well as
potential sources of capital. Mr. Goldstein will advise on and
perform financial and strategic analysis of potential acquisition
targets and work with the Company's management team and Board of
directors to consummate any such transactions.
The Advisory Agreement is for a 12-month term unless earlier
terminated or extended. The Company will pay the Advisor $8,000
per month payable in shares of common stock until such time as the
Company completes a listing on the NEO Exchange in Canada.
Thereafter, the monthly fee will be $10,000, payable $5000 in cash
and $5000 in stock options and other considerations. The agreement
is terminable for cause by either party.
Peter Goldstein, age 57, has over 30 years of diverse and global
entrepreneurial, client advisory and capital market experience.
With a background in international business, he has worked across a
range of markets and industries, holding positions including
investment banker, chairman, chief executive officer, and advisor
to public, private, and emerging growth companies.
Goldstein has achieved capital market objectives by drawing on his
strengths in M&A, strategic planning and transaction structuring,
as well as his own entrepreneurial success. He has steered and
completed initial public offerings (IPO), uplisting and reverse
merger transactions, secured private placements and designed
successful crowdfunding campaigns.
In July 2018, he founded Exchange Listing, LLC to provide growth
companies with a cost-effective one-stop strategic planning and
implementation service to list on senior exchanges such as NASDAQ,
NYSE and NEO. His most recent advisory success, Mr. Goldstein
advised on Siyata Mobile (NasdaqCM: SYTA) upsized $12.6 Million
U.S. Initial Public Offering and listing on the NASDAQ which closed
in September 2020.
Mr. Goldstein is founder and chief executive officer of Grandview
Capital Partners, Inc., a company that has provided M&A, financial,
operational, and organizational consulting services to businesses
globally across a wide range of industries. He previously founded
Grandview Capital, Inc., a boutique investment bank, where he
served as managing director of investment banking.
In addition to advising other businesses, Goldstein launched and
successfully grew several of his own companies. He was co-founder
and chairman of the board of Staffing 360 Solutions, Inc. NASDAQ:
STAF, an emerging public company in the international staffing
sector engaged in the acquisition of domestic and international
staffing agencies. He began his entrepreneurial career as founder
and CEO of a specialty food distributor, which pioneered the
farm-to-table organic produce industry in top-tier New York City
restaurants.
Mr. Goldstein has an MBA in International Business from the
University of Miami, and held the Series 7, 24,79, 99 and 66
registrations with FINRA.
About Cosmos Holdings
Cosmos Holdings Inc. is a multinational pharmaceutical wholesaler.
The Company imports, exports and distributes pharmaceutical
products of brand-name and generic pharmaceuticals,
over-the-counter (OTC) medicines, and a variety of dietary and
vitamin supplements. Currently, the Company distributes products
mainly in the EU countries via its two wholly owned subsidiaries
SkyPharm SA and Decahedron Ltd.
Cosmos Holdings reported a net loss of $3,298,965 for the year
ended Dec. 31, 2019, compared to a net loss of $9,060,658 on
$37,083,882 of revenue for the year ended in 2018. As of June 30,
2020, Cosmos Holdings had $33.85 million in total assets, $39.38
million in total liabilities, and a total stockholders' deficit of
$5.53 million.
The audit report of Armanino LLP dated April 14, 2020, states that
the Company has suffered recurring losses from operations and has a
net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.
CREEKSIDE CANCER: Gets Approval to Hire Buechler Law as Counsel
---------------------------------------------------------------
Creekside Cancer Care LLC received approval from the U.S.
Bankruptcy Court for the District of Colorado to hire Buechler Law
Office, LLC as its legal counsel.
The firm's services are as follows:
a. prepare legal papers required in the Debtor's Chapter 11
case;
b. represent the Debtor in litigation; and
b. perform all legal services for Debtor related to its
bankruptcy case.
Buechler Law Office will be paid at hourly rates as follows:
K. Jamie Buechler $425
Michael Guyerson $425
David M. Rich $425
Jonathan M. Dickey $300
Paralegals $120
Buechler Law Office received $20,000 from the Debtor, of which
$7,557.50 was used to pay the firm's pre-bankruptcy fees and costs.
The firm will also be reimbursed for out-of-pocket expenses
incurred.
K. Jamie Buechler, Esq., a partner at Buechler Law Office,
disclosed in court filings that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
Buechler Law Office an be reached at:
K. Jamie Buechler, Esq.
Buechler Law Office, LLC
999 18th Street, Suite 1230-S
Denver, CO 80202
Tel: (720) 381-0045
Fax: (720) 381-0382
Email: Jamie@KJBlawoffice.com
About Creekside Cancer Care
Creekside Cancer Care LLC operates as a cancer care and treatment
center.
Creekside Cancer Care filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No.
20-16180) on Sept. 17, 2020. Matt O'Rourke, chief restructuring
officer, signed the petition. At the time of filing, the Debtor
estimated $500,000 to $1 million in assets and $1 million to $10
million in liabilities.
Judge Michael E. Romero oversees the case. Buechler Law Office,
LLC serves as Debtor's legal counsel.
DEAN FOODS: DOJ Defends Clearance of Co-op's $433M Purchase
-----------------------------------------------------------
Law360 reports that the U. S. Department of Justice has told an
Illinois federal judge to disregard the lone commenter weighing in
on a deal to allow cooperative Dairy Farmers of America to move
ahead with its $433 million purchase of assets from bankrupt milk
producer Dean Foods, saying his remarks don't change the analysis
of the transaction.
The DOJ's filing Monday, September 14, 2020, is part of the Tunney
Act process by which it must submit merger clearance deals for
public scrutiny and court approval regarding a settlement's public
interest implications. In this case, Judge Gary S Feinerman is
weighing the implications of allowing DFA to purchase Dean Foods.
About Dean Foods
Southern Foods Group, LLC, d/b/a Dean Foods, is a food and beverage
company and a processor and direct-to-store distributor of fresh
fluid milk and other dairy and dairy case products in the United
States.
The Company and its 40+ affiliates filed for bankruptcy protection
on Nov. 12, 2019 (Bankr. S.D. Texas, Lead Case No. 19-36313). The
petitions were signed by Gary Rahlfs, senior vice president and
chief financial officer. Dean Foods was estimated to have assets
and liabilities of $1 billion to $10 billion as of the bankruptcy
filing.
Judge David Jones oversees the cases.
David Polk & Wardell LLP serves as general bankruptcy counsel to
the Debtors, and Norton Rose Fulbright US LLP serves as local
counsel. Alvarez Marsal is financial advisor to the Debtors,
Evercore Group LLC is investment banker, and Epiq Corporate
Restructuring LLC is notice and claims agent.
DEAN FOODS: Good Karma Repurchases Majority Stake
-------------------------------------------------
Keith Nunes of Supermarket Perimeter reports that Good Karma Foods,
a manufacturer of plant-based milk and dairy alternatives, has
reacquired the majority stake in the company that was owned by Dean
Foods, and received additional capital from Valor Siren Ventures, a
fund for early-stage food companies. The details of both
transactions were not released.
Dean Foods acquired the company in 2018. The dairy processor
declared Chapter 11 bankruptcy in November 2019 and most of its
assets had been sold by May of this year. Good Karma will now
operate as an independent business that is led by its current
leadership team, which includes chief executive officer Doug Radi.
The investment by Valor Siren Ventures will be used to accelerate
distribution, innovate and expand marketing initiatives. 2x
Consumer Products Growth Partners, an existing investor and partner
to Good Karma, also participated in the round, according to the
company.
"We are delighted to welcome Good Karma into our Valor Siren
Ventures portfolio as the brand has a demonstrated track record of
delivering innovation in categories in need of inspiring
plant-based options," said Jonathan Shulkin, VSV fund manager and
partner at Valor Equity Partners. "Good Karma embodies the exact
type of opportunity we're interested in as we look to bring our
mission to life."
Other food businesses Valor Equity Partners has invested in include
Fooda, Munchery and Roti.
About Southern Foods Group
Southern Foods Group, LLC, d/b/a Dean Foods, is a food and beverage
company and a processor and direct-to-store distributor of fresh
fluid milk and other dairy and dairy case products in the United
States.
The Company and its 40+ affiliates filed for bankruptcy protection
on Nov. 12, 2019 (Bankr. S.D. Texas, Lead Case No. 19-36313). The
petitions were signed by Gary Rahlfs, senior vice president and
chief financial officer. Dean Foods was estimated to have assets
and liabilities of $1 billion to $10 billion as of the bankruptcy
filing.
Judge David Jones oversees the cases.
David Polk & Wardell LLP serves as general bankruptcy counsel to
the Debtors, and Norton Rose Fulbright US LLP serves as local
counsel. Alvarez Marsal is financial advisor to the Debtors,
Evercore Group LLC is investment banker, and Epiq Corporate
Restructuring LLC is notice and claims agent.
ELMORE REALTY: $350K Sale of Holland Property to Lee Ave Approved
-----------------------------------------------------------------
Judge Elizabeth D. Katz of the U.S. Bankruptcy Court for the
District of Massachusetts authorized Elmore Realty Services, LLC's
sale of the land and buildings located at 33 Lee Avenue, Holland,
Massachusetts, as more particularly described, respectively, in a
Deed recorded at the Hampden County Registry of Deeds in Book 21370
Page 152, to Lee Ave Peninsula Trust for $350,000.
The sale of the Premises is free and clear of all liens and
encumbrances (discharging these liens) including, without
limitation, all voluntary, involuntary, judicial and statutory
liens and encumbrances, including, without limitation, the
following liens which are recorded in the Hampden County Registry
of Deeds or otherwise pending:
a. Real Estate Taxes owed in the estimated amount of $2,500;
b. RCN Capital Funding, LLC, holder of a first mortgage in the
amount of $418,470, in accordance with its proof of claim;
c. KE Consulting Co. & Hochman Living Trust, in the original
principal amount of $140,000 dated May 18, 2018, and recorded in
Book 22178 Page 204 of the Hampden County Registry of Deeds; and
d. David L Richardson, in the original principal amount of
$32,000, recorded the Hampden County Registry of Deeds, Book 22219,
Page 104; the Hampden County Registry of Deeds.
The Debtor is authorized and order to make distributions as
follows: The balance of the sales proceeds will be paid to the RCN
Capital Funding, LLC on account of its mortgage as described above,
but in no event in an amount of less than $350,000.
The filing of the Deed together with this Order of the Court
regarding the sale will act to discharge all liens, encumbrances,
charges and claims of every kind and description on the Premises,
including the liens described as discharged.
About Elmore Realty Services
Elmore Realty Services, LLC, sought Chapter 11 protection (Bankr.
D. Mass. Case No. 19-30151) on Feb. 27, 2019. In the petition
signed by Jennifer Elmore, manager, the Debtor was estimated to
have assets and liabilities in the range of $500,001 to $1 million.
The Debtor tapped Louis S. Robin, Esq., at Law Offices of Louis S.
Robin, as counsel.
EMERGENT CAPITAL: Faegre Drinker Represents Noteholder Group
------------------------------------------------------------
In the Chapter 11 cases of Red Reef Alternative Investments, LLC
and Emergent Capital, Inc., the law firm of Faegre Drinker Biddle &
Reath LLP submitted a verified statement under Rule 2019 of the
Federal Rules of Bankruptcy Procedure, to disclose that it is
representing the Ad Hoc Group of Senior Secured Noteholders.
Beginning in February 2020, the Ad Hoc Group of Senior Secured
Noteholders retained Faegre Drinker to represent them in connection
with a potential restructuring of the Debtor's obligations under
the Senior Secured Notes Indenture.
As of Oct. 15, 2020, members of the Ad Hoc Group of Senior Secured
Noteholders and their disclosable economic interests are:
Brennan Opportunities Fund I LP
1 Sea Breeze Court Napa
California 94559
* Senior Secured Notes: $6,603,557.00
* Common Shares: 10,200,000
Evermore Global Advisors, LLC
89 Summit Avenue Summit
New Jersey 07901
* Senior Secured Notes: $18,845,048.00
* Common Shares: 23,685,000
* Unvested Warrants: 6,157,822
Opal Sheppard Opportunities Fund I, LLC
500 108th Avenue NE, Suite 1100
Bellevue, Washington 98004
* Senior Secured Notes: $4,650,448.07
* Common Shares: 10,000,000
* Unvested Warrants: 2,000,000
Opal Capital Partners, LLC
500 108th Avenue NE, Suite 1100
Bellevue, Washington 98004
* Common Shares: 510,000
Counsel represents only the Ad Hoc Group of Senior Secured
Noteholders in connection with the Senior Secured Notes Indenture
and does not represent or purport to represent any entity or
entities other than the Ad Hoc Group of Senior Secured Noteholders
in connection with the Debtors' Chapter 11 Cases.
Nothing contained in this Verified Statement should be construed as
a limitation upon, or waiver of, any rights of the Ad Hoc Group of
Senior Secured Noteholders to assert, file, and/or amend any claim
or proof of claim filed in accordance with applicable law and any
orders entered in these Chapter 11 Cases.
Faegre Drinker reserves the right to amend this Verified Statement
as necessary in accordance with the requirements set forth in
Bankruptcy Rule 2019.
Counsel for the Ad Hoc Group of Senior Secured Noteholders can be
reached at:
FAEGRE DRINKER BIDDLE & REATH LLP
Brett D. Fallon, Esq.
222 Delaware Ave., Suite 1410
Wilmington, DE 19801-1621
Telephone: (302) 467-4224
Facsimile: (302) 467-4201
Email: brett.fallon@faegredrinker.com
- and -
Laura A. Appleby, Esq.
Kyle R. Kistinger, Esq.
1177 Avenue of the Americas, 41st Floor
New York, NY 10036-2714
Telephone: (212) 248-3140
Facsimile: (212) 248-3141
Email: laura.appleby@faegredrinker.com
kyle.kistinger@faegredrinker.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3nY9hJ4
About Emergent Capital
Emergent Capital Inc. (otcqx:EMGC) --
http://www.emergentcapital.com/-- is a specialty finance company
that invests in life settlements. Emergent Capital, through its
subsidiaries, owns a 27.5% equity interest in White Eagle Asset
Portfolio, LP, which entity holds a valuable portfolio of life
settlement assets.
On October 15, 2020, Emergent Capital and its wholly-owned
subsidiary Red Reef Alternative Investment, LLC filed voluntary
petitions for relief under chapter 11 of title 11 of the United
States Code in the United States Bankruptcy Court for the District
of Delaware (Bankr. D. Del. Lead Case No. 20-12602).
Emergent Capital disclosed $175.1 million in assets and $115.9
million in liabilities as of May 31, 2020.
Pachulski Stang Ziehl & Jones LLP is serving as bankruptcy counsel
to the Debtors.
EP ENERGY: Court Approves Reorganization Plan to Cut Debt by $4.4B
------------------------------------------------------------------
EP Energy Corp. won approval of its revised reorganization plan
that reduces its debt by $4.4 billion and transfers ownership of
the company to its bondholders.
According to Law360, at a remote hearing, U.S. Bankruptcy Judge
Marvin Isgur approved an unopposed plan he said "does remarkable
things" for a company that entered Chapter 11 with more than $4. 9
billion in debt and saw its first attempted exit from bankruptcy
fall apart in the face of collapsing oil prices. "I think this is
the shortest $5 billion hearing I've ever held," he said as the
hearing wound down short.
Leslie A. Pappas of Bloomberg Law reports that the confirmation of
EP Energy's amended plan and disclosures Aug. 27, 2020, caps off a
Chapter 11 process that was disrupted in March 2020 by an oil price
war between Russia and Saudi Arabia.
The company was on the cusp of emerging from bankruptcy when the
resultant 30% drop in oil prices disrupted the plan at the time,
David Rush, EP Energy's chief restructuring officer, said in a
court declaration.
About EP Energy
EP Energy Corporation and its direct and indirect subsidiaries(OTC
Pink: EPEG) -- http://www.epenergy.com/-- are a North American oil
and natural gas exploration and production company headquartered in
Houston, Texas. The Debtors operate through a diverse base of
producing assets and are focused on the development of drilling
inventory located in three areas: the Eagle Ford shale in South
Texas, the Permian Basin in West Texas, and Northeastern Utah.
EP Energy Corporation and its subsidiaries sought Chapter 11
protection on Oct. 3, 2019, after reaching a deal with Elliott
Management Corporation, Apollo Global Management, LLC, and certain
other noteholders on a bankruptcy exit plan that would reduce debt
by 3.3 billion.
The lead case is In re EP Energy Corporation (Bankr. S.D. Tex. Lead
Case No. 19-35654).
EP Energy was estimated to have $1 billion to $10 billion in assets
and liabilities as of the bankruptcy filing.
Judge Marvin Isgur oversees the case.
The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel;
Evercore Group L.L.C. as investment banker; and FTI Consulting,
Inc. as financial advisor. Prime Clerk LLC is the claims agent.
On Jan. 13, 2020, Judge Marvin Isgur entered findings of fact,
conclusion of law, and order confirming the Fourth Amended Joint
Chapter 11 Plan of EP Energy Corporation and its Affiliated
Debtors.
EP ENERGY: Files Modified Fifth Amended Plan
--------------------------------------------
EP Energy Corporation, et al. submitted a Modified Fifth Amended
Joint Chapter 11 Plan.
On the Effective Date, each holder of an Allowed 1.125L Notes Claim
in Class 4 will receive on account of such Allowed 1.125L Notes
Claim, in full and final satisfaction of such Allowed 1.125L Notes
Claim, its Pro Rata share of 100% of the New Common Shares, subject
to dilution.
Class 5A Unsecured Claims are impaired and are deemed to reject the
Plan.
Class 5B Parent Unsecured Claims are Unimpaired and are deemed to
accept the Plan. The prior iteration of the Plan classified the
claims as impaired. The Debtors will pay the claims, if allowed,
in the ordinary course of businesses.
A black-lined copy of the Modified Fifth Amended Joint Chapter 11
Plan dated August 24, 2020, is available at
https://tinyurl.com/y59s623r from PacerMonitor.com at no charge.
Attorneys for Debtors:
Alfredo R. Pérez
Clifford W. Carlson
Stephanie N. Morrison
WEIL, GOTSHAL & MANGES LLP
700 Louisiana Street, Suite 1700
Houston, Texas 77002
Telephone: (713) 546-5000
Facsimile: (713) 224-9511
- and -
Matthew S. Barr
Ronit Berkovich
Scott R. Bowling
David J. Cohen
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
About EP Energy Corporation
EP Energy Corporation and its direct and indirect subsidiaries(OTC
Pink: EPEG) -- http://www.epenergy.com/-- are a North American oil
and natural gas exploration and production company headquartered in
Houston, Texas. The Debtors operate through a diverse base of
producing assets and are focused on the development of drilling
inventory located in three areas: the Eagle Ford shale in South
Texas, the Permian Basin in West Texas, and Northeastern Utah.
EP Energy Corporation and its subsidiaries sought Chapter 11
protection on Oct. 3, 2019, after reaching a deal with Elliott
Management Corporation, Apollo Global Management, LLC, and certain
other noteholders on a bankruptcy exit plan that would reduce debt
by 3.3 billion.
The lead case is In re EP Energy Corporation (Bankr. S.D. Tex. Lead
Case No. 19-35654).
EP Energy was estimated to have $1 billion to $10 billion in assets
and liabilities as of the bankruptcy filing.
Judge Marvin Isgur oversees the case.
The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel;
Evercore Group L.L.C. as investment banker; and FTI Consulting,
Inc. as financial advisor. Prime Clerk LLC is the claims agent. On
Jan. 13, 2020, Judge Marvin Isgur entered findings of fact,
conclusion of law, and order confirming the Fourth Amended Joint
Chapter 11 Plan of EP Energy Corporation and its Affiliated
Debtors.
EPIC Y-GRADE: Moody's Rates Senior Secured Term Loan 'Caa2'
-----------------------------------------------------------
Moody's Investors Service affirmed EPIC Y-Grade Services, LP's
Corporate Family Rating (CFR) at Caa2 and Probability of Default
Rating (PDR) at Caa2-PD. Concurrently, Moody's assigned a Caa2
rating to the senior secured term loan that EPIC Y-Grade extended
to 2027 (issued under the 2018 credit agreement) and affirmed the
Caa2 rating of the senior secured term loan due 2027 (issued under
the 2020 credit agreement) and the B1 rating of the senior secured
revolver due 2025. Moody's upgraded the rating of the senior
secured term loan due 2024 to Caa2 from Ca. The outlook remains
negative.
"All of EPIC Y-Grade's term loans are now rated the same since
intercreditor agreements were amended in September to equalize
their payment priority," said Jonathan Teitel, a Moody's Analyst.
Upgrades:
Issuer: EPIC Y-Grade Services, LP
Senior Secured 1st Lien Term Loan, Upgraded to Caa2 (LGD4) from Ca
(LGD5)
Assignments:
Issuer: EPIC Y-Grade Services, LP
Senior Secured 1st Lien Term Loan, Assigned Caa2 (LGD4)
Affirmations:
Issuer: EPIC Y-Grade Services, LP
Probability of Default Rating, Affirmed Caa2-PD
Corporate Family Rating, Affirmed Caa2
Senior Secured Revolving Credit Facility, Affirmed B1 (LGD1)
Senior Secured 1st Lien Term Loan, Affirmed Caa2 (LGD4 from LGD3)
Outlook Actions:
Issuer: EPIC Y-Grade Services, LP
Outlook, Remains Negative
RATINGS RATIONALE
In September 2020, most of the remaining term loans due 2024 under
EPIC Y-Grade's original 2018 credit agreement were extended to
2027, which Moody's views as effectively a separate issuance and
has assigned a Caa2 rating. A small amount of term loans due 2024
remain outstanding, and those term loans could remain pari passu
with the other terms loans rather than be subordinated in payment
priority as originally contemplated in the 2027 for 2024 term loan
exchange offer. As a result, the remaining 2024 term loans have
been upgraded to Caa2.
All EPIC Y-Grade's term loans (both term loans maturing 2027 issued
under the 2018 and 2020 credit agreements, and the remaining 2024
term loan maturities) are now rated Caa2 which is the same as the
CFR because they comprise most of the the company's debt, rank
equally and have the same payment priority. The company's senior
secured revolver due 2025 is first in payment priority over the
term loans and that priority combined with its small size relative
to the term loans results in it being rated B1.
EPIC Y-Grade's Caa2 CFR reflects elevated leverage and constrained
liquidity. Near-term cash needs are supported by capital
contributions and proceeds from the sale of a joint interest in
certain assets. However, funding of capital spending in 2021 is
uncertain. EPIC Y-Grade has flexibility on construction of its
second fractionator but it would require more capital which could
increase leverage. With a fully used $40 million revolver, Moody's
views EPIC Y-Grade's liquidity as weak given the uncertainties
around capital funding in 2021 notwithstanding relief on financial
covenants that were suspended until 2023. EPIC Y-Grade's contracts
are fixed fee and mostly long-term leaving the company with limited
direct commodity price risk. However, only a portion of cash flow
is underpinned by minimum volume commitments leaving the company
exposed to volume risks in the low commodity price environment and
amid reduced upstream capital spending.
The negative outlook reflects risks around funding for capital
spending in 2021, the prospect for additional debt, very low EBITDA
in 2020 and elevated leverage into 2021.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to a downgrade include erosion of
liquidity, increased debt, or increased risk of default.
Factors that could lead to an upgrade include improved liquidity
including a funded capital program without incremental debt, and
significant EBITDA growth and correspondingly lower leverage.
EPIC Y-Grade is a privately-owned midstream energy business with
NGL pipelines running from the Permian Basin to Corpus Christi. The
company is majority-owned by Ares Management with ownership stakes
also held by Noble Midstream Partners and an investor group led by
FS Investments.
The principal methodology used in these ratings was Midstream
Energy published in December 2018.
EWERS FAMILY: Seeks to Hire Jordan Holzer as Bankruptcy Counsel
---------------------------------------------------------------
Ewers Family Limited Partnership seeks authority from the U.S.
Bankruptcy Court for the Southern District of Texas to hire Jordan,
Holzer & Ortiz, P.C. as its bankruptcy counsel.
The services that will be provided by the firm are as follows:
a. take all necessary actions to assure compliance with the
U.S. Trustee Guidelines, the bankruptcy court's local rules and the
Bankruptcy Code provisions applicable to an individual Chapter 11
filing;
b. take all necessary actions to protect and preserve the
Debtor's estate, including the prosecution of actions on its
behalf, the defense of any actions commenced against the Debtor,
the negotiation of disputes in which the Debtor is involved, and
the analysis and preparation of objections to claims filed against
the estate;
c. prepare legal papers;
d. assist in the negotiations and preparation of a Chapter 11
plan and all related documents;
e. challenge the extent, validity or priority of claims
against the estate and liens claimed on property of the estate;
f. analyze or prosecute any Chapter 5 cause of action; and
g. perform all other necessary legal services in connection
with Debtor's Chapter 11 case.
The firm's hourly rates are as follows:
Shelby Jordan Attorney $550
Nathaniel Peter Holzer Attorney $450
Antonio Ortiz Attorney $350
Shaun Jones Legal Assistant $200
Chrystal Madden Legal Assistant $180
Melba Ramirez Legal Assistant $150
Jordan Holzer received an advance cash payment of $30,000.
The firm neither holds nor represents any interest adverse to the
Debtor, according to court filings.
Jordan Holzer can be reached through:
Nathaniel Peter Holzer, Esq.
Jordan, Holzer & Ortiz, P.C.
500 N Shoreline Dr, Ste 900
Corpus Christi, TX 78401
Tel: 361-884-5678
Fax: 361-888-5555
Email: pholzer@jhwclaw.com
About Ewers Family Limited Partnership
Ewers Family Limited Partnership filed a voluntary petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas
Case No. 20-20284) on Aug. 31, 2020. At the time of the filing,
the Debtor estimated $1 million to $10 million in assets and
$100,001 to $500,000 in liabilities. Judge David R. Jones oversees
the case. Jordan, Holzer & Ortiz, PC serves as Debtor's legal
counsel.
FIELDWOOD ENERGY: Committee Taps Conway as Financial Advisor
------------------------------------------------------------
The official committee of unsecured creditors of Fieldwood Energy
LLC and its affiliates received approval from the U.S. Bankruptcy
Court for the Southern District of Texas to retain Conway
MacKenzie, LLC, as its financial advisor.
The firm's services are as follows:
a. assist in the analysis, review and monitoring of the
Debtors' restructuring process, including an assessment of
potential recoveries for general unsecured creditors;
b. assist in the assessment and monitoring of any sales
process conducted on behalf of the Debtors and analysis of proposed
consideration;
c. assist in the review of financial information prepared by
the Debtors;
d. assist in the review of the Debtors' pre-bankruptcy
financing structure;
e. assist in the review of debtor-in-possession facility;
f. assist in reviewing any tax issues associated with, but not
limited to, the preservation of net operating losses, refunds due
to the Debtors, plans of reorganization, and asset sales;
g. assist in reviewing the Debtors' analysis of their core and
non-core business assets and the potential disposition or
liquidation of the assets, and assist in assessing the sales
process;
h. attend meetings;
i. assist in reviewing financial-related disclosures required
by the court;
j. assist in reviewing the affirmation or rejection of
Debtors' executory contracts and leases;
k. assist in reviewing and identifying unencumbered assets and
lien perfection analysis;
l. assist in reviewing and evaluating employee retention and
compensation plans;
m. assist in the review or preparation of information and
analysis necessary for the formulation and confirmation of a
Chapter 11 plan and related disclosure statement;
n. assist in the evaluation, analysis and forensic
investigation of avoidance actions;
o. assist in the prosecution of responses or objections to the
Debtors' motions;
p. render other general business consulting services;
q. assist in the evaluation of restructuring, sale and
liquidation alternatives.
r. conduct a valuation of the Debtors' total enterprise value,
the Debtors' value on an entity by entity basis and any of the
Debtors' assets or businesses; and
s. assist in the review and analysis of the Debtors' plugging
and abandonment and decommissioning obligations.
Conway MacKenzie's standard hourly rates are as follows:
Senior Managing Directors $915 - $1,285
Managing Directors $825 - $1,070
Directors $640 - $750
Senior Associates $490 - $570
Analysts $350 - $450
In addition, Conway MacKenzie will be reimbursed for its
work-related expenses.
John Young, Jr., a senior managing director at Conway MacKenzie,
disclosed in court filings that his firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
John T. Young, Jr.
Conway MacKenzie, LLC
909 Fannin Street, Suite 4000
Houston, TX 77010
Telephone: (713) 650-0500
Email: JYoung@ConwayMacKenzie.com
About Fieldwood Energy
Fieldwood Energy is a portfolio company of Riverstone Holdings
focused on acquiring and developing conventional assets, primarily
in the Gulf of Mexico region. It is the largest operator in the
Gulf of Mexico owning an interest in approximately 500 leases
covering over two million gross acres with 1,000 wells and 750
employees. Visit https://www.fieldwoodenergy.com for more
information.
Fieldwood Energy and its 13 affiliates previously sought Chapter 11
protection (Bankr. S.D. Texas Lead Case No. 18-30648) on Feb. 15,
2018, with a prepackaged plan that would deleverage $3.286 billion
of funded by $1.626 billion.
On Aug. 3, 2020, Fieldwood Energy and its 13 affiliates again filed
voluntary Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No.
20-33948). Mike Dane, senior vice president and chief financial
officer, signed the petitions.
At the time of the filing, Debtors disclosed $1 billion to $10
billion in both assets and liabilities.
Judge David R. Jones oversees the cases.
The Debtors have tapped Weil, Gotshal & Manges LLP as their legal
counsel, Houlihan Lokey Capital, Inc. as investment banker, and
AlixPartners, LLP as financial advisor. Prime Clerk LLC is the
claims, noticing and solicitation agent.
The first lien group has employed O'Melveny & Myers LLP as its
legal counsel and Houlihan Lokey Capital, Inc. as its financial
advisor.
The RBL lenders have employed Willkie Farr & Gallagher LLP as their
legal counsel and RPA Advisors, LLC as their financial advisor.
The cross-holder group has tapped Davis Polk & Wardwell LLP as its
legal counsel and PJT Partners LP as its financial advisor.
On August 18, 2020, the Office of the U..S. Trustee appointed a
committee of unsecured creditors. Stroock & Stroock & Lavan, LLP
and Conway MacKenzie, LLC serve as the committee's legal counsel
and financial advisor, respectively.
FIELDWOOD ENERGY: Husch, Chiesa Update List of Multiple Parties
---------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firms of Husch Blackwell LLP and Chiesa Shahinian &
Giantomasi PC submitted a supplemental verified statement to
disclose that they are updating the list of multiple parties in the
Chapter 11 cases of Fieldwood Energy, LLC, et al.
On September 16, 2020, Counsel filed a Verified Rule 2019 Statement
of Multiple Party Representation disclosing its representation of
Everest Reinsurance Company, Aspen American Insurance Company, and
Berkley Surety Company. [Dkt. 362].
As of Oct. 16, 2020, the parties listed, and their disclosable
economic interests are:
Everest Reinsurance Company
* Nature of Claim: Surety Bonds
* Total Bond Liability: $95,570,822.00
Aspen American Insurance Company
* Nature of Claim: Surety Bonds
* Total Bond Liability: $19,197,079.00
Berkley Surety Company
* Nature of Claim: Surety Bonds
* Total Bond Liability: $74,023,611.20
Sirius American Insurance Company
* Nature of Claim: Surety Bonds
* Total Bond Liability: $46,476,369.00
Counsel reserves the right to amend this Verified Statement in
accordance with the requirements set forth in Bankruptcy Rule
2019.
Co-Counsel for Aspen American Insurance Company and Everest
Reinsurance Company can be reached at:
HUSCH BLACKWELL LLP
Randall A. Rios, Esq.
Timothy A. Million, Esq.
600 Travis, Suite 2350
Houston, TX 77002
Tel: 713-525-6226
Fax: 713-647-6884
Email: randy.rios@huschblackwell.com
tim.million@huschblackwell.com
Counsel for Everest Reinsurance Company, Aspen American Insurance
Company and Berkley Surety Company can be reached at:
Armen Shahinian, Esq.
Scott A. Zuber, Esq.
Darren Grzyb, Esq.
Terri Jane Freedman, Esq.
Chiesa Shahinian & Giantomasi PC
One Boland Drive
West Orange NJ 07052
Email: ashahinian@csglaw.com
szuber@csglaw.com
dgrzyb@csglaw.com
tfreedman@csglaw.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/2ICamGe
About Fieldwood Energy
Fieldwood Energy -- https://www.fieldwoodenergy.com/ -- is a
portfolio company of Riverstone Holdings focused on acquiring and
developing conventional assets, primarily in the Gulf of Mexico
region. It is the largest operator in the Gulf of Mexico owning an
interest in approximately 500 leases covering over 2 million gross
acres with 1,000 wells and 750 employees.
Fieldwood Energy LLC and its 13 affiliates sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 18-30648) on Feb. 15,
2018, with a prepackaged plan that would deleverage $3.286 billion
of funded by $1.626 billion.
Fieldwood estimated $1 billion to $10 billion in assets and debt.
The Company has engaged Weil, Gotshal & Manges LLP as its legal
counsel, Evercore Group LLC as its financial advisor, and Opportune
LLP as its restructuring advisor. Prime Clerk LLC is the claims
and noticing agent.
The First Lien Group has engaged O'Melveny & Myers LLP as its legal
counsel and Houlihan Lokey Capital, Inc., as its financial advisor.
The RBL Lenders have engaged Willkie Farr & Gallagher LLP as its
legal counsel and RPA Advisors, LLC as its financial advisor. The
Cross-Holder Group has engaged Davis Polk & Wardwell LLP as its
legal counsel and PJT Partners LP as its financial advisor.
Riverstone has engaged Vinson & Elkins LLP as its legal counsel and
Perella Weinberg Partners as its financial advisor.
FIRESTAR DIAMOND: Punjab So Far Recovers $3.25 Million
------------------------------------------------------
The Tribune reports that the Ministry of Corporate Affairs at the
end of August said Punjab National Bank had received over Rs 24
crore as the first tranche of recoveries from bankruptcy
proceedings of three Nirav Modi-promoted companies in the US.
In 2018, the lender had informed the Ministry that three companies
promoted by Nirav Modi — Firestar Diamond, Inc; A Jaffee, Inc;
and Fantasy, Inc — had filed for Chapter 11 bankruptcy protection
in the Southern District of New York, the United States.
The bank had also requested the Ministry to support and join the
bankruptcy proceedings in New York in order to help PNB realise its
claims in the debtors' assets, the Ministry said in a release.
According to the release, Punjab National Bank has informed the
Ministry, which spearheaded the corporate governance litigation in
a foreign jurisdictional court, that it had received $3.25 million
(equivalent of Rs 24.33 crore) as the first tranche of recoveries.
"Upon liquidation of the debtors' assets by the US Chapter 11
Trustee, a sum of $11.04 million (equivalent of Rs 82.66 crore) is
available for distribution to unsecured creditors, including PNB.
Further recovery therefrom is subject to other expenses and
settlement of claims of other claimants," it added.
Further, the release said the "maiden repatriation of $3.25 million
is an unprecedented achievement of the Government of India and the
Ministry of Corporate Affairs in its fight against corporate fraud
in the overseas territory."
The Ministry also has initiated proceedings for disgorgement of
monies from the perpetrators — the entities promoted and/or
controlled by fugitive jewellers Nirav Modi and Mehul Choksi.
In an order dated July 26, the US Bankruptcy Court of Southern
District of New York recognised the claims of the bank in the
proceeds of the sale of assets of the properties of the debtor
companies.
It also authorised the bank to issue subpoenas to compel the
examination of Nirav Modi, Mihir Bhansali and Rakhi Bhansali under
oath, the release said.
On August 24, 2018, the examiner appointed by the New York
Bankruptcy Court submitted his report.
"The report explains the modus operandi of the fraud and the manner
in which the US-based employees of the debtors participated in the
fraud. One prominent feature of the fraud was the apparent facade
of independent companies, which were, in reality, entities promoted
and/ or controlled by Nirav Modi, that engaged in 'round-tripping'
of the diamonds amongst themselves," the release said.
Nirav Modi had perpetrated an over $2 billion worth financial scam
at the Punjab National Bank.
He is lodged in a UK jail after being arrested in London in March
2019 and is currently fighting extradition to India.
He was declared a fugitive economic offender by a Mumbai court
earlier this year. The court had also ordered the confiscation of
his assets.
About Firestar Diamond
Firestar Diamond Inc. procures, designs, manufactures and
distributes diamond-studded jewelry. Firestar Diamond's operations
span the USA, Europe, the Middle East, the Far East and India, and
has offices in Mumbai, Surat, New York, Chicago, Johannesburg,
Antwerp, Yerevan, Dubai, and Hong Kong. It employs over 1,200
people. A. Jaffe, Inc., a subsidiary of Firestar Diamond, designs
and manufactures wedding rings and wedding bands.
Firestar Diamond, A. Jaffe and Fantasy, Inc. sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-10509) on Feb. 26,
2018. Firestar Diamond estimated assets and debt of $50 million to
$100 million.
The Hon. Sean H. Lane is the case judge.
The Debtors tapped Ian R. Winters, Esq., at Klestadt Winters
Jureller Southard & Stevens, LLP as their bankruptcy counsel;
Forchelli Deegan Terrana LLP as conflicts counsel; Lackenbach
Siegel, LLP as special counsel; Getzler Henrich & Associates LLC
and its managing director Mark Samson as chief restructuring
officer; and Rust Consulting/Omni Bankruptcy as claims and noticing
agent.
Richard Levin, Esq., has been appointed as Chapter 11 trustee for
Firestar Diamond. The trustee tapped Jenner & Block, LLP as his
legal counsel; Alvarez & Marsal Disputes and Investigations, LLC as
his financial advisor; and Gem Certification & Assurance Lab, Inc.
as his appraiser.
John J. Carney, Esq., has been appointed as examiner in the
Debtors' cases. Alvarez & Marsal Disputes and Investigations, LLC,
serves as his financial advisor.
FLOWER CITY: Seeks to Hire Colligan Law as Counsel
--------------------------------------------------
Flower City Monitor Services, Ltd, seeks authority from the U.S.
Bankruptcy Court for the Western District of New York to employ
Colligan Law, LLP, as counsel to the Debtor.
Flower City requires Colligan Law to render legal services, as
needed throughout the course of the bankruptcy proceedings, and
represent and assist the Debtor in carrying out its duties as a
Debtor in Possession under Bankruptcy Code.
Colligan Law will be paid at these hourly rates:
Attorneys $335
Paralegals $100
Pre-petition, the Debtor paid Colligan Law a retainer in the amount
of $10,000, plus $1,717 filing fee.
Colligan Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Frederick J. Gawronski, partner of Colligan Law, LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Colligan Law can be reached at:
Frederick J. Gawronski, Esq.
COLLIGAN LAW, LLP
12 Fountain Plaza, Suite 600
Buffalo, NY 14202
Tel: (716) 885-1150
Fax: (716) 885-4662
E-mail: fgawronski@colliganlaw.com
About Flower City Monitor Services
Flower City Monitor Services, Ltd. --
https://flowercitymonitorservices.com/ -- is a provider of asbestos
air monitoring, inspections and project monitoring services. Its
past projects include small and large projects including private
residential to commercial, industrial, and government projects.
Flower City Monitor Services, Ltd., based in Rochester, NY, filed a
Chapter 11 petition (Bankr. W.D.N.Y. Case No. 20-20699) on Sept.
22, 2020. In the petition signed by Lenora A. Paige, president,
the Debtor disclosed $191,554 in assets and $1,565,555 in
liabilities. The Hon. Warren, USBJ presides over the case.
Colligan Law, LLP, serves as bankruptcy counsel.
GALAXY NEXT: YA II Agrees to Buy Additional $1.2M Conv. Debenture
-----------------------------------------------------------------
Pursuant to the terms of a securities purchase agreement, initially
dated as of Aug. 18, 2020 and amended and restated as of Oct. 9,
2020, between Galaxy Next Generation, Inc. and YA II PN, Ltd. (the
"selling stockholder), the Company issued and sold a Convertible
Debenture to Selling Stockholder in the aggregate principal amount
of $500,000. The Initial Convertible Debenture was issued with a
7.0% original issue discount, resulting in net proceeds to the
Company of $465,000. Pursuant to the Securities Purchase
Agreement, the Selling Stockholder has agreed to purchase an
additional $1,200,000 Convertible Debenture from the Company upon
the same terms as the Initial Convertible Debenture (subject to
there being no event of default under the Initial Convertible
Debenture or other customary closing conditions upon a registration
statement registering the shares of the Company's common stock, par
value $0.0001 per share issuable under the Convertible Debentures
being declared effective by the SEC. The net proceeds to the
Company from the sale of the Second Convertible Debentures after a
7.0% original issue discount, will be $1,116,000. The Convertible
Notes bear interest at a rate of 8% per annum.
The Convertible Debentures are secured by a security interest in
all of the assets of the Company and each of the Company's
subsidiaries as evidenced by the Securities Purchase Agreement and
subject to the security agreement executed by the Company and each
of the Company's subsidiaries, initially dated as of Aug. 18, 2020
and amended and restated as of Oct. 9, 2020.
The holder of the Convertible Debentures, has the right, subject to
certain limitations, at any time to convert all or a portion of the
Convertible Debentures, up to $350,000 of the outstanding and
unpaid Conversion Amount in any 30 day calendar period, into fully
paid and nonassessable shares of Common Stock, below an initial
price of $0.47 (subject to adjustment, the "Fixed Conversion
Price"), provided however that the Holder will not be limited to
conversions in the aggregate of $350,000 for conversions at the
Fixed Conversion Price. The number of shares of Common Stock
issuable upon conversion of any Conversion Amount will be
determined by dividing (x) such Conversion Amount by (y) the Fixed
Conversion Price or (z) the Market Conversion Price, as applicable.
The "Conversion Amount" means the portion of the principal and
accrued interest to be converted, redeemed or otherwise with
respect to which this determination is being made. The "Market
Conversion Price" means, as of any conversion date or other date of
determination, 80% of the lowest VWAP (as defined in the
Convertible Debentures) of the Common Stock during the 10 Trading
Days immediately preceding the Conversion Date as defined in the
Convertible Debentures. The Selling Stockholder, together with any
affiliate, will also be limited from beneficially owning more than
4.99% of the number of shares of Common Stock outstanding
immediately after giving effect to such conversion or receipt of
shares as payment of interest (potentially limiting the Selling
Stockholder's conversion right).
The Company at its option has the right to redeem, in part or in
whole, subject to certain notice requirements, outstanding
principal and interest under the Convertible Debentures prior to
the Maturity Date provided that as of the date of the Selling
Stockholder's receipt of a Redemption notice the VWAP of the
Company's Common Stock is less than the Fixed Conversion Price and
there is no Equity Conditions Failure (as defined in the
Convertible Debentures). The Company will pay an amount equal to
the principal amount being redeemed plus a redemption premium equal
to 15% of the outstanding principal amount being redeemed plus
outstanding and accrued interest. Other than as specifically
permitted by the Convertible Debentures, the Company may not prepay
or redeem any portion of the outstanding principal amount of the
Convertible Debentures without the prior written consent of the
Selling Stockholder.
The Convertible Debentures contain standard and customary events of
default including, but not limited to, failure to make payments
when due, failure to observe or perform covenants or agreements
contained in the Convertible Debentures, the breach of any material
representation or warranty contained therein, the bankruptcy or
insolvency of the Company, failure to timely file a registration
statement for the Conversion Shares in a timely manner, the
suspension of trading of Common Stock, and a change of control of
the Company. If any Event of Default occurs, subject to any cure
period, the full outstanding principal amount, together with
interest (including default interest of 15% per annum) and other
amounts owing in respect thereof to the date of acceleration will
become, at the Selling Stockholder's election, immediately due and
payable in cash.
The Fixed Conversion Price of the Convertible Debentures is subject
to appropriate adjustment in the event of recapitalization events,
stock dividends, stock splits, stock combinations,
reclassifications, reorganizations or similar events affecting the
Company's Common Stock and certain dilutive issuances.
Pursuant to the terms of a registration rights agreement entered
into between the Company and the Selling Stockholder, initially
dated as of Aug. 18, 2020 and amended and restated as of Oct. 9,
2020, which was entered into in connection with the Securities
Purchase Agreement, the Company agreed to file a registration
statement for the resale of the shares of Common Stock into which
the Convertible Debentures may be converted by Oct. 19, 2020 and to
obtain effectiveness of the Registration Statement within 75 days
of the date of the agreement.
About Galaxy Next Generation
Headquartered in Toccoa, Georgia, Galaxy Next Generation, Inc. --
http://www.galaxynext.us/-- is a manufacturer and distributor of
interactive learning technologies and enhanced audio solutions. It
develops both hardware and software that allows the presenter and
participant to engage in a fully collaborative instructional
environment.
Galaxy Next reported a net loss of $14.03 million for the year
ended June 30, 2020, compared to a net loss of $6.66 million for
the year ended June 30, 2019. As of June 30, 2020, the Company had
$4.50 million in total assets, $12.24 million in total liabilities,
and a total stockholders' deficit of $7.74 million.
Somerset CPAs PC, in Indianapolis, Indiana, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated Sept. 28, 2020, citing that the Company has sufferred
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.
GARRETT MOTION: Mibank Represents Centerbridge, Oaktree
-------------------------------------------------------
In the Chapter 11 cases of Garrett Motion Inc., et al., the law
firm of Milbank LLP submitted a verified statement under Rule 2019
of the Federal Rules of Bankruptcy Procedure, to disclose that it
is representing Centerbridge Partners, L.P. and Oaktree Capital
Management, L.P.
In August 2020, Centerbridge and Oaktree retained Milbank as
counsel to advise them in relation to the Debtors. Milbank
represents Centerbridge and Oaktree and does not represent or
purport to represent any entities other than Centerbridge and
Oaktree in connection with these cases. In addition, neither
Centerbridge nor Oaktree represent or purport to represent any
other entities in connection with these cases.
As of Oct. 16, 2020, Centerbridge and Oaktree and their disclosable
economic interests are:
Centerbridge Partners, L.P.
375 Park Avenue
New York, NY 10152
* Term Loans: €2,000,000
* Senior Notes: €42,920,000
* Common Stock: 3,390,000
Oaktree Capital Management, L.P.
333 South Grand Ave., 28th Floor
Los Angeles, CA 90071
* Senior Notes: €10,000,000
* Common Stock: 3,593,111
Nothing contained in this Verified Statement should be construed as
a limitation upon, or waiver of, any rights of Centerbridge or
Oaktree to assert, file, or amend any claim or proof of claim filed
in accordance with applicable law and any orders entered in these
cases.
The information contained herein is provided only for the purpose
of complying with Bankruptcy Rule 2019 and is not intended for any
other use or purpose.
Milbank reserves the right to amend this Verified Statement as may
be necessary in accordance with the requirements set forth in
Bankruptcy Rule 2019.
Counsel to Centerbridge Partners, L.P. and Oaktree Capital
Management, L.P. can be reached at:
MILBANK LLP
Dennis F. Dunne, Esq.
Matthew L. Brod, Esq.
Andrew C. Harmeyer, Esq.
55 Hudson Yards
New York, NY 10003
Tel: (212) 530-5000
Fax: (212) 530-5219
- and -
Andrew M. Leblanc, Esq.
1850 K Street, NW, Suite 1100
Washington, DC US 20006
Tel: (202) 835-7500
Fax: (202) 263-7586
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3kf6KYW
About Garrett Motion
Based in Switzerland, Garrett Motion Inc. (NYSE: GTX) designs,
manufactures and sells highly engineered turbocharger and
electric-boosting technologies for light and commercial vehicle
original equipment manufacturers ("OEMs") and the global vehicle
and independent aftermarket.
Garrett Motion and its affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 20-12212) on Sept. 20, 2020.
Garrett disclosed $2,066,000,000 in assets and $4,169,000,000 in
liabilities as of June 30, 2020.
The Debtors tapped SULLIVAN & CROMWELL LLP as counsel; QUINN
EMANUEL URQUHART & SULLIVAN LLP as co-counsel; PERELLA WEINBERG
PARTNERS as investment banker; MORGAN STANLEY & CO. LLC as
investment banker; and ALIXPARTNERS LLP as restructuring advisor.
KURTZMAN CARSON CONSULTANTS LLC is the claims agent.
GERASIMOS ALIVIZATOS: $405K Sale of Ocean City Property Approved
----------------------------------------------------------------
Judge Catliota of the U.S. Bankruptcy Court for the District of
Maryland authorized Gerasimos Alivizatos's sale of the real
property located at real property located at 212 Trimper Ave. Ocean
City, Maryland to Neal M. Widdowson and Tory C. Widdowson to
$405,000, cash.
The sale is free and clear of any and all liens, claims,
encumbrances and other interests (whether contractual, statutory or
otherwise) of any kind or nature including, without limitation, the
liens of:
a. Calvin B. Taylor Banking Co. ("CBT") recorded in the land
records of Worcester County, Maryland at Liber 4790 Folio 048;
b. The Estate of Russell B. Ruggerio, recorded in the land
records of Worcester County, Maryland at Liber 5185 Folio 733; and
c. CBT recorded in the land records of Worcester County,
Maryland at Liber 6115 Folio 249.
Upon closing of the sale approved herein, CBT's liens will attach
to the proceeds of such sale, and after the payment of all agreed
closing costs associated therewith, the entire balance of the net
sale proceeds be disbursed at closing to CBT in full and final
satisfaction of its liens against, and only with respect to the
Property.
Nicholas Preziozi, the Realtor approved in the case to sell the
Property, will receive commission in for the sale of the Property,
and the Debtor is authorized to pay the Realtor as part of the
closing costs of this sale at the closing the earned 5% commission
in the amount of $20,250 plus the earned $350 flat fee pursuant to
the Realtor's listing agreement.
The 14-day stay of the Order per Fed. R. Bankr. P. 6004(h) is
waived.
Gerasimos Alivizatos sought Chapter 11 protection (Bankr. D. Md.
Case No. 20-15354) on May 19, 2020. The Debtor tapped George
Roles, Esq., as counsel. On June 11, 2020, the Court appointed
Nicholas Preziosi at Pen Fed Reality as Realtor.
GG/MG INC: Seeks to Hire OSP LLC as Auctioneer
----------------------------------------------
GG/MG, Inc. seeks authority from the U.S. Bankruptcy Court for the
Eastern District of Missouri to hire OSP, LLC to auction off its
assets.
The Debtor's primary assets include a real estate property located
at 1535 McNutt St., Herculaneum, Mo., and inventory and equipment
used to operate its business. The assets will be sold at a public
auction.
David Lewis, a member of OSP, disclosed in court filings that the
firm is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
David A. Lewis
OSP LLC
15455 Conway Rd Ste 355
Chesterfield, MO, 63017-6033
Main: (314) 447-3200
Fax: (314) 447-3800
About GG/MG Inc.
GG/MG, Inc. is a landfill compactor in Herculaneum, Mo. It
conducts business under the name Landfill Equipment Sales, Service
& Parts. Visit http://www.landfill-equip.comfor more
information.
GG/MG sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Mo. Case No. 20-42506) on May 12, 2020. The petition
was signed by GG/MG President Danielle. At the time of the filing,
Debtor had estimated assets of less than $50,000 and liabilities of
between $1 million and $10 million.
Judge Kathy A. Surratt-States oversees the case. Goldstein &
Pressman, P.C. is Debtor' legal counsel.
GI REVELATION: Moody's Hikes CFR to B3 & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service upgraded GI Revelation Acquisition LLC's
Corporate Family Rating to B3 from Caa1 and Probability of Default
Rating to B3-PD from Caa1-PD. Concurrently, Moody's upgraded the
company's first lien senior secured credit facility (revolver and
term loan) to B2 from B3 and its second lien senior secured term
loan to Caa2 from Caa3. The outlook was changed to stable from
negative.
The upgrade to B3 CFR reflects higher than Moody's forecasted
revenue and earnings over 2020, due to a faster industry rebound
and Consilio's ability to effectively manage costs and working
capital amid the COVID-19 pandemic. Moody's also expects that
revenue and earnings will normalize over the next several quarters,
such that debt-to-EBITDA leverage (Moody's adjusted) over the next
12-18 months will improve close to 5.0x, with a good liquidity
position. The stable outlook reflects Moody's view that a portion
of the company's cost actions taken amid the pandemic will be
permanent and will lead to an improved credit profile going
forward. Moody's recognizes, however, that Consilio's private
equity ownership and debt-funded growth strategies are likely to
keep the company's financial leverage elevated.
Upgrades:
Issuer: GI Revelation Acquisition LLC
Corporate Family Rating, Upgraded to B3 from Caa1
Probability of Default Rating, Upgraded to B3-PD from Caa1-PD
Senior Secured First Lien Bank Credit Facility, Upgraded to B2
(LGD3) from B3 (LGD3)
Senior Secured Second Lien Bank Credit Facility, Upgraded to Caa2
(LGD5) from Caa3 (LGD5)
Outlook Actions:
Issuer: GI Revelation Acquisition LLC
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
Consilio's B3 CFR is constrained by: (1) high debt-to-EBITDA
leverage, estimated at 6.3x (Moody's adjusted and expensing all
capitalized software development costs) at June 30, 2020; (2)
operations in a mature eDiscovery market that is highly competitive
and labor intensive, marked by consolidation and pricing pressure;
(3) the event driven nature of the industry that creates short-term
earnings and working capital volatility that limits visibility; and
(4) aggressive financial policies, including an acquisitive growth
strategy.
Consilio's ratings are supported by (1) a good competitive position
in the large, fragmented and growing e-Discovery global markets;
(2) long-standing customer relationships with blue-chip corporate
and law firm clients and limited customer concentration; (3) solid
EBITDA margins; and (4) expectation for the company to maintain
good liquidity over the next 12-18 months.
The stable outlook reflects Moody's expectation that the company
will be able to sustain revenue and earnings at a normalized level
over the next 12-18 months, such that leverage will trend close to
5.0x and will maintain good liquidity.
Moody's expects Consilio's liquidity to be good over the next 12-15
months. Sources of liquidity consist of a cash balance of around
$52 million at September 30, 2020, about $65-70 million of free
cash generation, along with funds available under a $50 million
revolving credit facility ($17.5 million drawn as of June 30, 2020)
expiring in 2023. The liquidity will be sufficient to provide
coverage of annual mandatory term loan amortization of
approximately $5.8 million, paid quarterly. The revolver has a
springing net first lien leverage covenant of 6.0x if more than 35%
if the revolver is drawn. Moody's expects the company to maintain a
comfortable cushion to the required maintenance level, if the
covenant is tested. The term loans have no financial maintenance
covenants.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could downgrade Consilio's ratings if the company does not
continue to generate revenue and earnings growth, such that
debt-to-EBITDA is sustained above 7.0x, free cash flow is sustained
at a negative or break-even level, or liquidity deteriorates for
any other reason.
Moody's could upgrade Consilio's ratings if the company sustains
Debt-to-EBITDA below 6.0x, free cash flow to debt (Moody's
adjusted) is sustained in the low double-digit range, while
maintaining balanced financial policies and at least good
liquidity.
The principal methodology used in ratings was Business and Consumer
Service Industry published in October 2016.
Headquartered in Washington, D.C., Consilio provides electronic
discovery, document review and consulting services to corporations
and law firms globally. Moody's expects revenue of about $480
million in 2020. Consilio is majority owned by GI Partners, with
remaining shares held by management.
GLOBAL EAGLE: Sale of Substantially All Assets to GEE Approved
--------------------------------------------------------------
Judge John T. Dorsey of the U.S. Bankruptcy Court for the District
of Delaware authorized the Asset Purchase Agreement of Global Eagle
Entertainment Inc. and its debtor-affiliates with GEE Acquisition
Holdings Corp. in connection with the sale of substantially all
their assets.
The aggregate consideration for the Purchased Assets consists of
(a) a credit bid (i) up to 100% of the obligations owed by Sellers
under the Pre-Petition Credit Agreement as of the Closing and (ii)
only to the extent necessary to acquire any DIP Collateral, up to
$5 million of the DIP Obligations; and (b) an amount in cash equal
to the sum of (i) the amount set forth in the Wind-Down Budget and
(ii) an amount equal to the DIP Obligations outstanding as of the
Closing less the amount of the DIP Obligations, if any, used in the
foregoing clause (a)(i); and (c) the assumption of the Assumed
Liabilities.
The Sale Hearing was held on Oct. 15, 2020.
The sale is free and clear of all Claims and Encumbrances (other
than Permitted Encumbrances and Assumed Liabilities), with all such
Encumbrances and other interests to attach to the cash proceeds.
Notwithstanding any provision of the APA, the Sale Order, or any
other order of the Court, no sale, transfer or assignment of any
rights and interests of the Debtor in any federal license or
authorization issued by the Federal Communications Commission will
take place prior to the issuance of FCC regulatory approval for
such sale, transfer or assignment pursuant to the Communications
Act of 1934, as amended, and the rules and regulations promulgated
thereunder.
The Debtors are authorized to (a) assume and assign to the
Purchaser, in accordance with the APA, effective upon the Closing
Date, the Purchased Contracts free and clear of all Encumbrances
and other interests of any kind or nature whatsoever (other than
the Assumed Liabilities and Permitted Encumbrances) and (b) execute
and deliver to the Purchaser such documents or other instruments as
the Purchaser deems may be reasonably necessary to assign and
transfer the Purchased Contracts and the Assumed Liabilities to the
Purchaser in accordance with the APA.
The Debtors are assuming and assigning to the Purchaser certain
executory contracts of the Debtors with Southwest Airlines, Co.,
with the relevant Debtor counterparty.
Notwithstanding anything to the contrary in the Sale Motion, the
APA, and the Sale Order, the Debtors remain obligated to pay all
tangible personal property taxes of Broward County, Florida for the
calendar year 2020 on any taxable personal property that was
located in Broward County on Jan. 1, 2020 and is subject to the
Sale, in the ordinary course of business as they are ascertained.
As consideration for the settlement of the Objection of the
Official Committee of Unsecured Creditors to the Sale of
Substantially all of the Debtors' Assets to Stalking Horse Bidder,
the Purchaser will pay $8.5 million in cash in additional sale
consideration in lieu of an equal amount of Credit Bid
Consideration, which Additional Sale Consideration will be
distributed pursuant to Plan of Liquidation to holders of allowed
general unsecured claims (including, subject in all respects to the
below, holders of allowed claims arising under the Securities
Purchase Agreement.
The Purchase Price will include an amount of cash equal to the DIP
Payment Amount and an amount of cash equal to the Wind-Down Amount.
The Debtors will utilize the Wind-Down Amount in each case
consistent in all respects with the Committee Settlement.
Any amounts payable by any Debtor under the agreements or any of
the documents delivered by any Debtor in connection with the APA or
the Sale Order will be paid in the manner provided in the APA and
the Bid Procedures Order, without further order of the Court, will
be allowed administrative claims in an amount equal to such
payments, will have the other protections provided in the Bid
Procedures Order, and will not be discharged, modified, or
otherwise affected by any reorganization plan for the Debtor,
except by an express agreement with the Purchaser, its successors,
or assigns.
Notwithstanding the provisions of Bankruptcy Rules 6004(h) and
6006(d), and pursuant to Bankruptcy Rules 7062 and 9014, the Sale
Order will not be stayed for 14-days after the entry yhereof, but
will be effective and enforceable immediately upon its issuance.
Time is of the essence in closing the transactions referenced, and
the Debtors and the Purchaser intend to close the Sale as soon as
practicable.
A copy of the Stalking Horse APA and the Bidding Procedures is
available at https://tinyurl.com/yy9zxe6x from PacerMonitor.com
free of charge.
About Global Eagle Entertainment
Headquartered in Los Angeles, California, Global Eagle --
http://www.GlobalEagle.com/-- is a provider of media, content,
connectivity and data analytics to markets across air, sea and
land. Global Eagle offers a fully integrated suite of media
content and connectivity solutions to airlines, cruise lines,
commercial ships, high-end yachts, ferries and land locations
worldwide.
Global Eagle Entertainment Inc., based in Los Angeles, CA, and its
debtor-affiliates sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 20-11835) on July 22, 2020. The Hon. John T. Dorsey
presides over the case.
In the petition signed by CFO Christian M. Mezger, Global Eagle
disclosed $630.5 million in assets and $1.086 billion in
liabilities.
Global Eagle tapped LATHAM & WATKINS LLP (CA), and YOUNG CONAWAY
STARGATT & TAYLOR, LLP, as counsel; GREENHILL & CO., LLC, as
investment banker; and ALVAREZ & MARSAL NORTH AMERICA, LLC, as
financial advisor. PRIME CLERK LLC, is the claims and noticing
agent. PRICEWATERHOUSECOOPERS LLP is the tax advisor.
GRAND SLAM: $4.5M Sale of Canyon Properties to Colorado River OK'd
------------------------------------------------------------------
Judge Joseph M. Meier of the U.S. Bankruptcy Court for the District
of Idaho authorized Grand Slam, LLC's sale of 22.72 acres of bare
land located in Canyon County commonly identified as Canyon Village
with three addresses: (i) 6804 Cleveland Boulevard, Caldwell,
Idaho, (ii) 5501 Kiowa Court (Parcel B), Caldwell, Idaho, and (iii)
NNA Cleveland Boulevard (Parcel C), Caldwell, Idaho, to Colorado
River 500 for $4.5 million.
The Debtor is authorized to pay from the proceeds at closing of the
Sale of the Property all appropriate Closing costs, real and
personal property taxes, and payoff of existing liens. All other
Sale proceeds will be held by the Debtor in an estate bank account
pending further order from the Court.
The Sale proceeds are estimated to be distributed by the Closing
agent as follows:
Sale Price: $4,500,000
Less Estimated Deductions:
Payment to Idaho Mutual Trust ("IMT") $3,880,228
Payment to City of Caldwell $ 1,190
Payment to Canyon County Treasurer $ 6,800
Payment to Glancey Rockwell $ 82,990
Estimated Closing Costs $ 50,000
(most paid by the Purchaser)
Total Estimated Deductions: $4,021,207
Total Estimated Net Sale Proceeds to Estate $ 478,793
IMT is not obligated to close the transaction, and IMT's lien will
not be released, unless (i) IMT received from the sale net proceeds
from the sale of not less than $3,880,228 by no later than Oct. 31,
2020 (or such pro-rated amount as described in the Stipulation
between IMT and the Debtor, if closing is later than Oct. 31,
2020); and (ii) the Debtor fully complies with the terms of the
Stipulation in all respects including the Discounted Payoff.
The sale is free and clear of all Liens, Claims, Encumbrances and
Interests. All Liens, Claims, Encumbrances and Interests not paid
at closing (if any) will attach to the proceeds of the Sale.
Except as outlined in the Sale Motion, the Sale of the Property
will be "As Is, Where Is" without warranty of any kind from the
Debtor or bankruptcy estate. The Closing will occur as soon as
practicable after entry of the order.
As authorized by Bankruptcy Rule 6004(h), the Order will be
effective and enforceable immediately upon its entry.
About Grand Slam
Grand Slam, LLC -- 6297 S Ruddsdale Ave., Boise, ID 83709 -- is a
Single Asset Real Estate (as defined in 11 U.S.C. Section
101(51B)). Grand Slam, LLC, sought Chapter 11 protection (Bankr.
D. Idaho Case No. 20-00310) on March 30, 2020. The case is
assigned to Judge Joseph M. Meier. In the petition signed by
Richard Augustus, manager, the Debtor was estimated to have assets
and liabilities in the range of $1 million to $10 million. The
Debtor tapped Matthew T. Christensen, Esq., at Angstman Johnson, as
counsel.
GROWLIFE INC: Closes $1.1 Million Funding Transactions
------------------------------------------------------
GrowLife, Inc. closed the following funding transactions totaling
$1,127,602 ($946,205 net of fees, commissions and costs):
(1) Securities Purchase Agreement and Self-Amortization Promissory
Note with Labrys Fund, L.P, a Delaware limited partnership
On Aug. 31, 2020, the Company executed the following agreements
with Labrys: (i) Securities Purchase Agreement; and (ii)
Self-Amortization Promissory Note. The Company entered into the
Labrys Agreements with the intent to acquire working capital to
grow the Company's businesses and complete the EZ-CLONE
Enterprises, Inc. acquisition.
The total amount of funding under the Labrys Agreements is
$632,750. The Notes carry an original issue discount of $75,000, a
transaction expense amount of $8,500, and a fee to J. H. Darbie &
Co. of $33,750, for total debt of $750,000. The Note has an
amortization schedule of $250,000 on Nov. 30, 2020 and $51,042 at
each month end from December 2020 through Nov. 30, 2021. The
Company issued commitment shares of 1,662,000 shares related to the
Labrys Agreements. The Company agreed to reserve 5,043,859 shares
of its common stock for issuance if any Debt is converted. The
Debt is due on or before Nov. 30, 2021. The Debt carries an
interest rate of 12%. The Debt is convertible into the Company's
common stock at the closing price the day before the conversion,
subject to adjustment as provided for in the Note.
(2) Securities Purchase Agreement and Self-Amortization Promissory
Note with EMA Financial LLC
On Oct. 2, 2020, the Company executed the following agreements with
EMA: (i) Securities Purchase Agreement; and (ii) Self-Amortization
Promissory Note. The Company entered into the EMA Agreements with
the intent to acquire working capital to grow the Company's
businesses and complete the EZ-CLONE Enterprises, Inc.
acquisition.
The total amount of funding under the EMA Agreements is $183,455.
The Notes carry an original issue discount of $21,100, a
transaction expense amount of $6,500, and a fee to J. H. Darbie &
Co. of $21,150, for total debt of $221,000. The Note has an
amortization schedule of $19,550 on Jan. 2, 2021 and monthly from
February 2021 through January 2022. The Company issued commitment
shares of 550,000 shares related to the EMA Agreements. The
Company agreed to reserve 1,486,258 shares of its common stock for
issuance if any Debt is converted. The Debt is due on or before
Jan. 2, 2022. The Debt carries an interest rate of twelve percent.
The Debt is convertible into the Company's common stock at the
closing price the day before the conversion, subject to adjustment
as provided for in the Note.
(3) Securities Purchase Agreement and Self-Amortization Promissory
Note with FirstFire Global Opportunities Fund, LLC, a Delaware
limited corporation
On Oct. 2, 2020, the Company executed the following agreements with
FF: (i) Securities Purchase Agreement; and (ii) Self-Amortization
Promissory Note. The Company entered into the FF Agreements with
the intent to acquire reduce debt.
The total amount of funding under the FF Agreements is $130,000.
The Notes carry an original issue discount of $14,952, a
transaction expense amount of $4,600, and a fee to J. H. Darbie &
Co. of $7,050, for total debt of $156,602. The Note has an
amortization schedule of $13,853 on January 11, 2021 and monthly
from February 2021 through January 2022. The Company issued
commitment shares of 450,000 shares related to the FF Agreements.
The Company agreed to reserve 1,486,258 shares of its common stock
for issuance if any Debt is converted. The Debt is due on or
before Jan. 12, 2022. The Debt carries an interest rate of 12%.
The Debt is convertible into the Company's common stock at the
closing price the day before the conversion, subject to adjustment
as provided for in the Note.
About GrowLife
GrowLife, Inc. (PHOT)-- http://www.shopgrowlife.com-- aims to
become the nation's largest cultivation service provider for
cultivating organics, herbs and greens and plant-based medicines.
Through a network of local representatives covering the United
States and Canada, regional centers and its e-Commerce team,
GrowLife provides essential goods and services including media,
industry-leading hydroponics and soil, plant nutrients, and
thousands of more products to specialty grow operations. GrowLife
is headquartered in Kirkland, Washington and was founded in 2012.
GrowLife reported a net loss of $7.37 million for the year ended
Dec. 31, 2019, compared to a net loss of $11.47 million for the
year ended Dec. 31, 2018. As of June 30, 2020, the Company had
$4.35 million in total assets, $7.77 million in total current
liabilities, $2.05 million in total long term liabilities, and a
total stockholders' deficit of $5.47 million.
BPM LLP, in Walnut Creek, California, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
April 1, 2020 citing that the Company has sustained a net loss from
operations and has an accumulated deficit since inception. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.
GULFPORT ENERGY: Signs Forbearance Agreement with Lenders
---------------------------------------------------------
Gulfport Energy Corporation is party to that certain Amended and
Restated Credit Agreement, dated as of Dec. 27, 2013, by and among
the Company, as borrower, The Bank of Nova Scotia, as
administrative agent, sole lead arranger and sole bookrunner, Amegy
Bank National Association, as syndication agent, KeyBank National
Association, as documentation agent, and the other lenders party
thereto.
On Oct. 15, 2020, in connection with the occurrence of a specified
default, the Company executed the First Forbearance Agreement and
Amendment to Amended and Restated Credit Agreement among the
Company, the Guarantors named therein, the lenders party thereto,
each swap lender party thereto, each cash management party thereto
and the Bank of Nova Scotia. Pursuant to the Forbearance
Agreement, the Lender Parties have agreed to (i) temporarily waive
any default in connection with the Specified Default prior to its
occurrence without any further action and (ii) forbear from
exercising certain of their default-related rights and remedies
against the Company and the other Loan Parties with respect to any
default in connection with the Specified Default, in each case,
until the earlier of Oct. 29, 2020 or another event that would
trigger the end of the forbearance period. In addition, pursuant
to the Forbearance Agreement, the Credit Agreement was amended to
modify the anti-cash hoarding provisions contained therein.
Defers Notes Interest Payment
On Oct. 15, 2020, the Company elected to enter into a 30-day grace
period and defer making the interest payment due Oct. 15, 2020 with
respect to its 6.000% senior unsecured notes due 2024 while it
continues ongoing constructive discussions with its lenders and
certain other stakeholders regarding a potential comprehensive
financial restructuring to strengthen the Company's balance sheet
and financial position. Pursuant to the indenture for the 2024
Notes dated Oct. 14, 2016, the Company has 30 days to make such
interest payment prior to such deferral becoming an "Event of
Default" under the Indenture.
Also, on Oct. 8, 2020, the Company received notice from the Agent
that its borrowing base under the Credit Agreement would be
redetermined as of Oct. 8, 2020. The notice decreased the
borrowing base under the Credit Agreement from $700 million to $580
million and decreased elected commitments under the Credit
Agreement from $700 million to $580 million.
About Gulfport
Gulfport Energy Corporation (NASDAQ: GPOR) --
http://www.gulfportenergy.com-- is an independent natural gas and
oil company focused on the exploration and development of natural
gas and oil properties in North America and a producer of natural
gas in the contiguous United States. Headquartered in Oklahoma
City, Gulfport holds significant acreage positions in the Utica
Shale of Eastern Ohio and the SCOOP Woodford and SCOOP Springer
plays in Oklahoma. In addition, Gulfport holds non-core assets
that include an approximately 22% equity interest in Mammoth Energy
Services, Inc. (NASDAQ: TUSK) and has a position in the Alberta Oil
Sands in Canada through its 25% interest in Grizzly Oil Sands ULC.
Gulfport Energy reported net loss of $2.0 billion for the year
ended Dec. 31, 2019 as compared to net income of $430.6 million for
the year ended Dec. 31, 2018. As of June 30, 2020, Gulfport had
$2.58 billion in total assets, $2.35 billion in total liabilities,
and $231.34 million in total stockholders' equity.
* * *
As reported by the TCR on Oct. 14, 2020, S&P Global Ratings
downgraded Gulfport Energy Corp.'s credit rating to 'CCC-' from
'CCC+'. The downgrade of Gulfport Energy Corp. reflects increased
refinancing risk.
As reported by the TCR on March 4, 2020, Moody's Investors Service
downgraded Gulfport Energy Corporation's Corporate Family Rating to
Caa1 from B2. "The downgrade reflects rising financial risks amid
low natural gas prices and limited hedging protection in place for
Gulfport in 2020. This required the company to significantly
reduce investment and allow production to fall significantly in
2020 in order to avoid new borrowings," commented Elena Nadtotchi,
Moody's vice president - senior credit officer.
GYP HOLDINGS III: Moody's Hikes CFR to Ba3, Outlook Stable
----------------------------------------------------------
Moody's Investors Service upgraded GYP Holdings III Corp.'s
(operating as GMS INC.) Corporate Family Rating (CFR) to Ba3 from
B1, Probability of Default Rating (PDR) to Ba3-PD from B1-PD and
the rating on the company's senior secured term loan to B1 from B2.
The company's Speculative Grade Liquidity Rating is maintained at
SGL-2. The outlook is stable.
The upgrade of GMS' CFR to Ba3 reflects Moody's expectation that
GMS will continue to follow conservative financial policies,
benefit from positive market dynamics and maintain a good liquidity
profile over the next two years. "In this uncertain economic
environment, Moody's expects GMS to benefit from the relatively
sound new home construction and remodeling end markets, which
should result in higher revenue, improved profitability and better
credit metrics," said Peter Doyle, a Moody's VP-Senior Analyst.
The following ratings/assessments are affected by the actions:
Upgrades:
Issuer: GYP Holdings III Corp.
Corporate Family Rating, Upgraded to Ba3 from B1
Probability of Default Rating, Upgraded to Ba3-PD from B1-PD
Gtd. Senior Secured 1st Lien Term Loan, Upgraded to B1 (LGD4) from
B2 (LGD4)
Outlook Actions:
Issuer: GYP Holdings III Corp.
Outlook, Remains Stable
RATINGS RATIONALE
GMS' Ba3 CFR reflects Moody's expectation that the company will
benefit from the resilience in new home construction and
residential repair and remodeling activity, the main demand drivers
for wallboard, which accounts for about 40% of GMS' revenue.
Moody's has a stable outlook for US Homebuilding with modest growth
expected. Also, Moody's projects that GMS will maintain good credit
metrics, such as a reduction in debt-to-LTM EBITDA of 3.5x at April
30, 2022 (fiscal year-end 2022) from 3.7x at July 31, 2020 (Q1
2021) and comparatively flat operating margin of about 5.5% for
fiscal 2022 (5.3% for LTM Q1 2021).
Governance risks Moody's considers in GMS' credit profile include a
conservative financial strategy, evidenced by moderate leverage.
Moody's expects that the company will pursue bolt-on acquisitions
and repurchase its shares to offset dilution. Paydown of the term
loan beyond required amortization is unlikely. GMS' Board of
Directors is composed of nine members. All but two board members
are independent. This level of board experience, independence and
oversight should help minimize governance risks, including
excessive leverage.
The stable outlook reflects Moody's expectation that GMS will
maintain leverage below 4.0x. A good liquidity profile and
conservative financial policies further support the stable
outlook.
GMS' SGL-2 Speculative Grade Liquidity Rating reflects Moody's view
that the company will maintain a good liquidity profile over the
next two years, generating free cash flow beginning in calendar
year 2021 and having abundant revolver availability.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade:
(All ratios incorporate Moody's standard adjustments)
-- Debt-to-LTM EBITDA is sustained near 3.0x
-- Preservation of a good liquidity profile
-- Maintain conservative financial policies
-- Trends in end markets that can support organic growth
Factors that could lead to a downgrade:
(All ratios incorporate Moody's standard adjustments)
-- Operating margin nearing 3.0%
-- Debt-to-LTM EBITDA sustained above 4.0x
-- The company's liquidity profile deteriorates
GMS INC., headquartered in Tucker, Georgia, is a North American
distributor of wallboard, steel framing, ceiling systems and other
related building products.
The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.
HERITAGE RAIL: Seeks to Hire L&G Law Group as Legal Counsel
-----------------------------------------------------------
Heritage Rail Leasing, LLC seeks authority from the U.S. Bankruptcy
Court for the District of Colorado to hire L&G Law Group LLP as its
legal counsel.
The services that will be provided by L&G are as follows:
a. advise Debtor of its powers and duties;
b. assist the Debtor in retaining a chief restructuring
officer to manage its operations and finances;
c. advise the Debtor regarding the sale of its assets;
d. prepare and pursue confirmation of a Chapter 11 plan and
approval of a disclosure statement;
e. prepare legal papers;
f. appear in court;
g. advise the Debtor regarding general corporate matters;
h. represent the Debtor in litigation, including adversary
proceedings and contested matters related to its Chapter 11 case;
i. advise the Debtor regarding finance matters; and
j. perform all other necessary legal services for the Debtor.
The L&G attorneys who will be handling the case and their hourly
rates are as follows:
Gerald Haberkorn $550
Christopher Cahill $450
Lars Peterson $425
Andrew Baumann $325
Paralegals will be paid at the rate of $150 per hour.
L&G Law is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Christopher M. Cahill, Esq.
Lars A. Peterson
L & G Law Group LLP
175 West Jackson Blvd., Suite 950
Chicago, IL 60604
Tel:(312)364-2500
Fax:(312)364-1003
Email: ccahill@lgcounsel.com
lpeterson@lgcou sel.com
About Heritage Rail Leasing
Heritage Rail Leasing, LLC leases rail rolling stocks, locomotives,
and track equipment.
On Aug. 21, 2020, Portland Vancouver Junction & Railroad Inc.,
Vizion Marketing LLC and D.L. Paradeau Marketing LLC filed a
Chapter 11 involuntary petition against Heritage Rail Leasing. The
creditors are represented by Michael J. Pankow, Esq., at Brownstein
Hyatt Farber Schreck, LLP.
Judge Thomas B. McNamara oversees the case. L&G Law Group LLP
serves as Debtor's legal counsel.
HERMITAGE OFFSHORE: Common Stock Quoted on OTC Under 'HOFSQ'
------------------------------------------------------------
Hermitage Offshore Services Ltd. announced Sept. 23, 2020, that it
has received notification from the New York Stock Exchange that the
Company's common stock has been suspended from trading on the NYSE
as it has fallen below the NYSE's continued listing standard
requiring listed companies to maintain an average global market
capitalization over a consecutive 30 trading day period of at least
$15,000,000. The suspension of trading does not affect the
Company's appeal rights with respect to the NYSE's previously
announced determination to commence delisting procedures with
respect to the Company's common stock. The hearing to review the
delisting determination is scheduled to take place on December 17,
2020.
Commensurate with the suspension of trading from the NYSE, the
Company expects that its common stock will be quoted on the OTC
Pink marketplace ("OTC Pink"), operated by the OTC Markets Group
Inc., effective Thursday, September 24, 2020 under the ticker
symbol "HOFSQ". The OTC Pink is a significantly more limited market
than the NYSE, and the quotation of the Company’s common stock on
the OTC Pink may result in a less liquid market available for
existing and potential shareholders.
As previously disclosed, the Company and its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the
Bankruptcy Code on August 11, 2020. The Company continues to
believe that there is significant doubt as to its ability to
operate as a going concern following the bankruptcy proceedings,
and can make no assurance that it will be successful in its appeal
of the decision of the NYSE to delist the securities or that there
will be any equity value in its common shares at the conclusion of
the Chapter 11 process.
About the Company
Hermitage Offshore Services Ltd. is an offshore support vessel
company that owns 21 vessels consisting of 10 platform supply
vessels, or PSVs and 11 crew boats. The Company’s vessels
primarily operate in the North Sea and the West Coast of Africa.
Additional information about the Company is available at the
Company’s website www.hermitage-offshore.com, which is not a part
of this press release.
About Hermitage Offshore
Bermuda-based Hermitage Offshore Services Ltd. (previously Nordic
American Offshore Ltd.) -- http://www.hermitage-offshore.com/-- is
an offshore support vessel company that owns 23 vessels consisting
of 10 platform supply vessels, or PSVs, two anchor handling tug
supply vessels, or AHTS vessels, and 11 crew boats. The Company's
vessels primarily operate in the North Sea or the West Coast of
Africa.
The Debtors' OSVs are all focused on, and used primarily in, the
oil and gas business, including in the installation, maintenance,
and movement of oil and gas platforms. Demand for the Debtors'
services, as well as its operations, growth, and stability in the
value of the OSVs depend on activity in offshore oil and natural
gas exploration, development, and production.
Hermitage Offshore Services Ltd. (Lead Debtor) (Bankr. S.D.N.Y.
Case No. 20-11850) and 20 affiliates sought Chapter 11 protection
on Aug. 11, 2020. The cases are assigned to Judge Martin Glenn. In
the petitions signed by Cameron Mackey, director, the consolidated
cases estimated assets and liabilities in the range of $100 million
to $500 million.
The Debtors tapped Brian S. Rosen, Esq., and Joshua A. Esses, Esq.,
at Proskauer Rose LLP as counsel. The Debtors tapped Perella
Weinberg Partners L.P. as their Investment Banker. They tapped
Napdragon Advisory AB as their Professional Shipping Advisory Firm.
Prime Clerk LLC serves as the Debtors' claims, noticing and
solicitation agent.
HERTZ CORP: Troutman, Arnold Represent First Lien Group
-------------------------------------------------------
In the Chapter 11 cases of The Hertz Corporation, et al., the law
firms of Arnold & Porter Kaye Scholer LLP and Troutman Pepper
Hamilton Sanders LLP submitted a verified statement under Rule 2019
of the Federal Rules of Bankruptcy Procedure, to disclose that they
are representing the Ad Hoc First Lien Group.
As of Oct. 15, 2020, members of the Ad Hoc Group and their
disclosable economic interests are:
Cross Ocean Partners Management, LP
20 Horseneck Ln
Greenwich, CT 06830
* 1L – Revolver: $30,000,000.00
* 1L – Term Loan: $2,500,000.00
* Standalone L/C Facility: $14,700,000.00
First Eagle Alternative Credit, LLC
227 W. Monroe Street, Suite 3200
Chicago, IL 60606
* 1L – Term Loan: $59,880,514.92
King Street Capital Management, L.P.
299 Park Ave, 40th Floor
New York, NY 10171
* 1L – Revolver: $40,500,000.00
* 1L – Term Loan: $59,951,889.07
* Standalone L/C Facility: $62,921,636.00
* Other: $72,400,000.00
Neuberger Berman Investment Advisers LLC and
Neuberger Berman Loan Advisers LLC
1290 6th Ave
New York, NY 10104
* 1L – Term Loan: $60,714,373.38
Diameter Capital Partners LP
24 West 40th Street, 5th Floor
New York, NY 10024
* 1L – Revolver: $137,043,352.00
* Unsecured Notes: $51,583,000.00
Taconic Capital Advisors LP
280 Park Avenue, 5th Floor
New York, NY 10017
* 1L – Revolver: $55,000,000.00
* 1L – Term Loan: $10,000,000.00
Silver Point Capital, L.P.
Two Greenwich Plaza
Greenwich, CT 06830
* 1L – Revolver: $10,000,000.00
* 1L – Term Loan: $57,547,022.00
* 2L Notes: $27,600,000.00
* Unsecured Notes: $1,000,000.00
Apollo Capital Management, L.P.
9 West 57th Street, 43rd Floor
New York, NY 10019
* 1L – Revolver: $213,261,786.78
* Standalone L/C Facility: $93,073,959.66
* 2L Notes: $15,000,000.00
FFI Fund, Ltd., FYI Ltd. and
Olifant Fund, Ltd.
888 Boylston St #15
Boston, MA 02116
* 1L – Revolver: $25,000,000.00
* 1L – Term Loan: $62,758,509.73
Cetus Capital LLC
8 Sound Shore Dr
Greenwich, CT 068303
* 1L – Term Loan: $15,522,000.00
* Unsecured Notes: $24,000,000.00
Five Arrows Managers North America LLC
633 West 5th St
Suite 6700
Los Angeles, CA 90071
* 1L – Term Loan: $4,770,725.00
Contrarian Capital Management, LLC
411 West Putnam Avenue # 425
Greenwich, CT 06830
* 1L – Term Loan: $11,000,000.00
* Other: $494,291.00
Capital Ventures International
c/o Susquehanna Advisors Group, Inc.
401 City Avenue – Suite 220
Bala Cynwyd, PA 19004
* 1L – Term Loan: $5,000,000.00
* 2L Notes: $7,200,000.00
* Unsecured Notes: $21,000,000.00
Eaton Vance
2 International Place
Boston, MA 02110
* 1L – Term Loan: $10,743,607.95
Morgan Stanley Senior Funding, Inc.
1585 Broadway
2nd Floor
New York, NY 10036
* 1L – Revolver: $39,176,743.00
Morgan Stanley & Co., LLC
1585 Broadway,
2nd Floor
New York, NY 10036
* 2L Notes: $10,151,000.00
* Unsecured Notes: $5,755,000.00
Symphony Asset Management LLC
555 California Street Suite 2975
San Francisco, CA 94104
* 1L – Term Loan: $8,224,440.00
Nuveen, LLC
333 West Wacker Drive
Chicago, IL 60606
* 1L – Term Loan: $17,241,452.00
Deutsche Bank Securities Inc.
60 Wall Street4
3rd Floor
New York, NY 10005
* 1L – Revolver: $32,773,640.00
* 2L Notes: $5,116,000.00
Quantum Partners LP
250 West 55th Street
New York, NY 10019
* 1L – Revolver: $19,999,892.00
Cobalt Capital Management, LLC
636 Morris Turnpike Suite 3B
Short Hills, NJ 07078
* 1L – Term Loan: $4,000,000.00
No member of the Ad Hoc Group represents or purports to represent
any other member of the Ad Hoc Group in connection with the
Debtors' Chapter 11 Cases. In addition, each member of the Ad Hoc
Group (a) does not assume any fiduciary or other duties to any
other member of the Ad Hoc Group and (b) does not purport to act or
speak on behalf of any other member of the Ad Hoc Group in
connection with these Chapter 11 Cases.
Neither Arnold & Porter nor Troutman Pepper hold any disclosable
economic interests in relation to the Debtors.
The information contained herein is based upon information provided
by the Ad Hoc Group to Counsel and is provided for the purposes of
Bankruptcy Rule 2019 and for no other use or purpose, and is
subject to change, correction or supplementation. Nothing contained
herein is or shall be construed as a limitation or waiver of any
rights of any member of the Ad Hoc Group.
Co-counsel to the Ad Hoc First Lien Group can be reached at:
TROUTMAN PEPPER HAMILTON SANDERS LLP
David B. Stratton, Esq.
Hercules Plaza
1313 Market Street, Suite 5100
P.O. Box 1709
Wilmington, DE 19899-1709
Telephone: (302) 777-6500
Facsimile: (302) 421-8390
- and -
ARNOLD & PORTER KAYE SCHOLER LLP
Michael D. Messersmith, Esq.
Michael B. Solow, Esq.
Brian J. Lohan, Esq.
Maja Zerjal Fink, Esq.
70 West Madison Street Suite 4200
Chicago, IL 60602-4231
Telephone: (312) 583-2300
Facsimile: (312) 583-2360
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/35bKzwe and https://bit.ly/3m0SsLE
About Hertz Corp.
Hertz Corp. and its subsidiaries operate a worldwide vehicle rental
business under the Hertz, Dollar, and Thrifty brands, with car
rental locations in North America, Europe, Latin America, Africa,
Asia, Australia, the Caribbean, the Middle East, and New Zealand.
They also operate a vehicle leasing and fleet management solutions
business. Visit http://www.hertz.comfor more information.
On May 22, 2020, The Hertz Corporation and certain of its U.S. and
Canadian subsidiaries and affiliates filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court for
the District of Delaware (Bankr. D. Del. Case No. 20-11218).
Judge Mary F. Walrath oversees the cases.
The Debtors have tapped White & Case LLP as their bankruptcy
counsel, Richards, Layton & Finger, P.A. as local counsel, Moelis &
Co. as investment banker, and FTI Consulting as financial advisor.
Prime Clerk LLC is the claims agent.
The U.S. Trustee for Regions 3 and 9 appointed a committee to
represent unsecured creditors in Debtors' Chapter 11 cases. The
committee has tapped Kramer Levin Naftalis & Frankel LLP as its
bankruptcy counsel, Benesch Friedlander Coplan & Aronoff LLP as
Delaware counsel, UBS Securities LLC as investment banker, and
Berkeley Research Group, LLC as financial advisor. Ernst & Young
LLP provides audit and tax services to the committee.
HERTZ GLOBAL: Asks Court Approval for Additional $1.6 Bil. Loan
----------------------------------------------------------------
Law360 reports that bankrupt car rental giant Hertz Global Holdings
asked a Delaware bankruptcy judge Friday, Oct. 16, 2020, for
permission to accept up to $1. 65 billion in debtor-in-possession
financing from a noteholder group, saying the funds are needed for
continued operations and to replace the vehicles in its fleet.
Hertz, which has been operating only on lenders' cash collateral
since it filed for bankruptcy in May 2020, said the proposed loan
from a group of the company's first-lien noteholders is now
necessary to keep the company operating through its Chapter 11
case.
About Hertz Corp.
Hertz Corp. and its subsidiaries -- http://www.hertz.com/--
operate a worldwide vehicle rental business under the Hertz,
Dollar, and Thrifty brands, with car rental locations in North
America, Europe, Latin America, Africa, Asia, Australia, the
Caribbean, the Middle East, and New Zealand. The Company also
operates a vehicle leasing and fleet management solutions
business.
On May 22, 2020, The Hertz Corporation and certain of its U.S. and
Canadian subsidiaries and affiliates filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court
(Bankr. D. Del. Case No. 20-11218).
The Hon. Mary F. Walrath is the presiding judge.
White & Case LLP is serving as legal advisor, Moelis & Co. is
serving as investment banker, and FTI Consulting is serving as
financial advisor. Richards, Layton & Finger, P.A., is the local
counsel. Prime Clerk LLC is the claims agent, maintaining the
page
https://restructuring.primeclerk.com/hertz
HERTZ GLOBAL: Considers Sale of Donlen Leasing Business to Pay Debt
-------------------------------------------------------------------
Kiel Porter and David Welch of Bloomberg News report that Hertz
plans to sell its Donlen leasing business to pay debt.
Hertz Global Holdings Inc. has received interest from several
potential buyers for its Donlen fleet business and is considering a
sale if it can get at least $1 billion, according to people
familiar with the matter.
Hertz, which filed for Chapter 11 bankruptcy protection in May
2020, sees Donlen as nonessential to its core rental business and
is willing to consider selling it to satisfy some debt obligations
and enable the company to more easily raise debtor-in-possession
financing, one of the people said, asking not to be named because
the talks are private.
About Hertz Global
Hertz Corp. and its subsidiaries -- http://www.hertz.com/--
operate a worldwide vehicle rental business under the Hertz,
Dollar, and Thrifty brands, with car rental locations in North
America, Europe, Latin America, Africa, Asia, Australia, the
Caribbean, the Middle East, and New Zealand. The Company also
operates a vehicle leasing and fleet management solutions
business.
On May 22, 2020, The Hertz Corporation and certain of its U.S. and
Canadian subsidiaries and affiliates filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court
(Bankr. D. Del. Case No. 20-11218).
The Hon. Mary F. Walrath is the presiding judge.
White & Case LLP is serving as legal advisor, Moelis & Co. is
serving as investment banker, and FTI Consulting is serving as
financial advisor. Richards, Layton & Finger, P.A., is the local
counsel.
Prime Clerk LLC is the claims agent, maintaining the page
https://restructuring.primeclerk.com/hertz
HERTZ GLOBAL: Junior Creditors Sue Barclays & BOKF
--------------------------------------------------
Maria Chutchian of Reuters reports that a group of Hertz junior
creditors have sued the bankrupt rental car company's senior
lenders to prevent them from laying claim to $887 million in
Hertz's cash and securities.
The company's official committee of unsecured creditors filed the
complaint in late August 2020 in Delaware bankruptcy court, where
Hertz's Chapter 11 case has been proceeding since May 2020. The
committee, represented by Kramer Levin Naftalis & Frankel, is
seeking declaratory judgments from U.S. Bankruptcy Judge Mary
Walrath finding that Barclays Bank, as Hertz's first lien
collateral agent, and BOKF NA, as the second lien collateral agent,
do not have liens on $307 million in cash held in deposit accounts
or $580 million in money market securities.
Bloomberg reports that according to the Committee, the liens are
invalid and the banks may assert them on $307 million worth of cash
held in certain deposit accounts and $580 million worth of money
market securities. The deposit account cash wasn't subject to
collateral lien agreements, and such liens were never perfected,
the committee said. The banks' liens also don't extend to the
money market funds Hertz held when it filed for bankruptcy because
the rental car giant was insolvent when the funds were transferred
to underlying collateral accounts, the creditors said.
Barclays is a first-lien holder, while BOKF, a subsidiary of BOK
Financial Corp., is a second-lien holder.
According to Bloomberg, Hertz has consented to the committee's bid
to bring claims against Barclays and BOKF, the group said. The two
banks also have agreed not to object to the committee's bid for
standing to sue on Hertz's behalf, according to the committee.
About Hertz Global Holdings
Hertz Corp. and its subsidiaries -- http://www.hertz.com/--
operate a worldwide vehicle rental business under the Hertz,
Dollar, and Thrifty brands, with car rental locations in North
America, Europe, Latin America, Africa, Asia, Australia, the
Caribbean, the Middle East, and New Zealand. The Company also
operates a vehicle leasing and fleet management solutions
business.
On May 22, 2020, The Hertz Corporation and certain of its U.S. and
Canadian subsidiaries and affiliates filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court
(Bankr. D. Del. Case No. 20-11218).
The Hon. Mary F. Walrath is the presiding judge.
White & Case LLP is serving as legal advisor, Moelis & Co. is
serving as investment banker, and FTI Consulting is serving as
financial advisor. Richards, Layton & Finger, P.A., is the local
counsel.
Prime Clerk LLC is the claims agent, maintaining the page
https://restructuring.primeclerk.com/hertz
HERTZ GLOBAL: Non-Bankruptcy Counsel Can Skip Ch. 11 Fee Process
----------------------------------------------------------------
Law360 reports that a Delaware bankruptcy judge ruled Sept. 9,
2020, that claimants of car rental giant Hertz Global cannot
subject firms retained by Hertz for nonbankruptcy matters to the
same stringent process for collecting fees that is required for its
bankruptcy counsel.
The ruling came from U.S. Bankruptcy Judge Mary F. Walrath after
hearing arguments from counsel for a group of plaintiffs pursuing
claims against Hertz for allegedly making false police reports of
stolen vehicles from its fleet. Claimants' attorney Daniel K. Astin
of Ciardi Ciardi & Astin said four law firms were eligible to be
paid up to $225,000 per month without filing customary fees.
About Hertz Global Holdings
Hertz Corp. and its subsidiaries -- http://www.hertz.com/--
operate a worldwide vehicle rental business under the Hertz,
Dollar, and Thrifty brands, with car rental locations in North
America, Europe, Latin America, Africa, Asia, Australia, the
Caribbean, the Middle East, and New Zealand. The Company also
operates a vehicle leasing and fleet management solutions
business.
On May 22, 2020, The Hertz Corporation and certain of its U.S. and
Canadian subsidiaries and affiliates filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court
(Bankr. D. Del. Case No. 20-11218).
The Hon. Mary F. Walrath is the presiding judge.
White & Case LLP is serving as legal advisor, Moelis & Co. is
serving as investment banker, and FTI Consulting is serving as
financial advisor. Richards, Layton & Finger, P.A., is the local
counsel.
Prime Clerk LLC is the claims agent, maintaining the page
https://restructuring.primeclerk.com/hertz
HIGH TECH: Moody's Lowers Rating on Series 2017A Bonds to Ba1
-------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from Baa3 the
rating assigned to the California School Finance Authority School
Facility Revenue Refunding Bonds (HTH Learning Project), Series
2017A, affecting $21.8 million in outstanding debt. The outlook is
negative. This action concludes the review for downgrade that was
initiated on August 18, 2020.
The bonds were issued by the authority on behalf of HTH Learning,
who serves as the borrower under a loan agreement with the
authority. In turn, High Tech High serves as the lessee pursuant to
lease agreements between HTH Learning as landlord of the school
properties and High Tech High as tenant.
RATINGS RATIONALE
The downgrade to Ba1 reflects the materially weakened financial
position (as of audited fiscal 2019) at the two schools whose
revenue is pledged to the repayment of the Series 2017A bonds -
High Tech High Media Arts and High Tech High Chula Vista. The
downgrade also reflects Chula Vista's weakening academic
performance and several years of declining enrollment, though
management reports an increase in enrollment year-to-date in fiscal
2021. Finally, governance is a key driver of this rating action.
The school has recently had turnover in many of its senior
leadership positions, though most positions were recently filled
except for a Chief Financial Officer. The global pandemic is not a
key driver of the rating downgrade because the state has guaranteed
funding for fiscal 2021 based on the prior year's enrollment and
the school has access to a $15 million working capital line of
credit to help bridge cash flow issues caused by state aid
deferrals for all 16 schools.
The Ba1 rating incorporates the two schools' long operating
histories with several charter renewals. The schools are among 16
charter schools serving grades K-12, managed by High Tech High as a
Charter Management Organization. Further, the rating takes into
account a favorable legal structure that includes a state intercept
mechanism through which state funding is paid directly to the
trustee, the possibility of make-up provisions between the two
schools, the two schools' combined 60-day liquidity requirement, a
cash funded debt service reserve equal to the traditional
three-part test, and management fees that are subordinate to rental
payments.
The Ba1 rating also reflects the security provided by pledged
rental payments from the two high schools pursuant to separate
lease agreements between HTH Learning and High Tech High. Notably,
HTH Learning may charge extraordinary monthly rent to High Tech
High to make up any deficiencies in payments from a particular
school, effectively creating a step-up provision.
RATING OUTLOOK
The negative outlook reflects the challenges to materially improve
financial performance and reserves at the two obligated schools
over the near-term. The schools will not realize additional state
aid revenue in fiscal 2021 despite a reported increase in
enrollment since funding is based on the prior year's enrollment.
Further, state funding challenges could continue in fiscal 2022
given the ongoing economic downturn; state aid is the largest
revenue source. Finally, the outlook incorporates the uncertainty
regarding how High Tech High will effectively manage the state aid
deferrals in 2021, during which there will be no monthly state aid
payments sent directly to the trustee.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING
- Material and sustained improvement in financial performance at
HTH Media Arts and HTH Chula Vista
- Material improvement in academic performance at HTH Chula
Vista
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING
- Further weakening of debt service coverage and/or liquidity at
HTH Media Arts and HTH Chula Vista
- Failure to effectively manage state aid deferrals
- Trend of declining enrollment
- Material increases in leverage
- Deterioration in High Tech High's financial performance
LEGAL SECURITY
The Series 2017A bonds are secured under a loan agreement between
the California School Finance Authority and HTH Learning as the
borrower. Pursuant to the Indenture, loan repayments are secured by
payments from High Tech High (HTH) as the lessee for which revenues
from operations of two schools, High Tech High Media Arts and
High-Tech High Chula Vista (the "Schools"), have been pledged.
Central to the security structure for the bonds is a state
intercept mechanism under which HTH as the lessee will direct
California's State Controller to intercept on a monthly basis, from
state aid that would otherwise be paid to the Schools, base rental
payments equal to debt service and related fees on the bonds and
pay such intercepted amount to the trustee prior to releasing the
remainder to HTH as the CMO. Should state aid payments be
insufficient for the required set aside, HTH Learning, as the
landlord under the lease agreements, is authorized to request a
payment of extraordinary monthly rent to HTH, as the tenant, which
would then be due within three business days to make up for any
shortfall. Any rent payments not received within 10 calendar days
accrue a late charge equal to 5% of the delinquent amount.
Although it is the intention under the leases to make up for any
shortfall from the other school, HTH could voluntarily make up
shortfalls in the payment of extraordinary rental payments from any
of its schools. While this provides HTH with additional
flexibility, it exposes the security for the Series 2017 bonds to
potential weakening on the part of other schools within HTH's CMO
structure, even schools that have not yet been identified or
opened.
HTH pays a fixed percentage of unrestricted public revenues for
management expenses, with high schools paying 8%, middle schools 6%
and elementary schools 5%. Payment of management fees is
subordinate to debt service payments, although late payments accrue
with interest. The availability of a cash funded reserve, equal to
the lesser of the traditional three-pronged test, provides
additional security against potential timing delays from payment of
extraordinary monthly rent. Lease covenants require 60 days cash
between the two schools as well as a combined debt service coverage
level of 1.1x. Violation of either of these provisions requires
that an independent consultant be hired if requested by most
bondholders.
The additional bonds test requires 1.2x both historical and
projected coverage of debt service, exclusive of balloon payments.
The lease agreement also includes restrictions on refunding
transactions, limiting the increase in MADS and indebtedness to no
more than 10%, although these requirements do not apply to
refinancing of balloon payments. In the event of default,
bondholders would be granted a leasehold deed of trust in the
long-term lease of the Chula Vista property, which extends until
2057, although the use of this property would be limited in
purpose, and no appraisal is available. Under the leases, the
schools may also enter into short-term indebtedness of up to $2
million.
USE OF PROCEEDS
Not applicable
PROFILE
High Tech High (HTH) is a charter management organization (CMO)
operating 16 charter schools providing K-12 education to around
5,700 students. High Tech High Learning (HTH Learning) is a
non-profit public benefit corporation organized for charitable
purposes to support the public charter schools operated by HTH.
High Tech High Foundation (HTH Foundation) is a non-profit public
benefit corporation organized for charitable purposes to support
and promote HTH. High Tech High Graduate School of Education (HTH
GSE) is a non-profit public benefit corporation organized for
charitable purposes.
METHODOLOGY
The principal methodology used in this rating was US Charter
Schools published in September 2016.
IBIO INC: Appoints Dr. Alexandra Kropotova to Board of Directors
----------------------------------------------------------------
iBio, Inc., has appointed Dr. Alexandra Kropotova to its Board of
Directors, effective as of Oct. 14, 2020. Dr. Kropotova has also
been appointed as a member of iBio's new Science & Technology
Committee, which will be chaired by Dr. Philip Russell.
Dr. Kropotova is a biopharmaceutical executive with expertise in
all phases of global clinical development, translational medicine
and medical affairs. Since 2016, she has served as Vice President,
Global Specialty R&D, Respiratory & Inflammation Therapeutic Area
at Teva Pharmaceuticals (TASE:TEVA), where she leads the design and
execution of global clinical development programs, the majority of
which are biologic candidates for pulmonary, chronic inflammatory
or autoimmune indications.
Prior to joining Teva, Dr. Kropotova served in various roles at
Sanofi (EPA:SAN), including Vice President, Strategy & Strategic
Planning Head, North American Medical Affairs; Associate Vice
President and subsequently Vice President, Immuno-Inflammation,
Global R&D; and Senior Medical Director, Respiratory, Allergy &
Anti-Infectives. Prior to joining Sanofi, she served in various
roles at Pfizer Inc., most recently as Director & Head of Global
Clinical Respiratory and Analgesics. Dr. Kropotova received her
Master of Business Administration Degree from Ohio University
Graduate School of Business, Athens, Ohio; and her Medical Degree
in Internal Medicine from the Vladivostok State Medical University,
Vladivostok, Russia.
"We are pleased to welcome Dr. Kropotova to our Board and value her
vast biologics development experience across multiple therapeutic
areas," said Tom Isett, Chairman & CEO of iBio. "Her strategic
portfolio planning insights should be an invaluable asset to iBio's
Science & Technology Committee as we continue to expand our
biopharmaceutical development activities in pulmonology, oncology,
and fibrotic diseases."
Dr. Kropotova commented, "I am greatly honored by the vote of
confidence. I have the commitment to work tirelessly with the iBio
Board, bringing my diverse background and passion to make smart
decisions in strategic planning and be street-wise in our
actions."
About iBio Inc.
iBio, Inc. -- http://www.ibioinc.com/-- is a full-service
plant-based expression biologics CDMO equipped to deliver
pre-clinical development through regulatory approval, commercial
product launch and on-going commercial phase requirements. iBio's
FastPharming expression system, iBio's proprietary approach to
plant-made pharmaceutical (PMP) production, can produce a range of
recombinant products including monoclonal antibodies, antigens for
subunit vaccine design, lysosomal enzymes, virus-like particles
(VLP), blood factors and cytokines, scaffolds, maturogens and
materials for 3D bio-printing and bio-fabrication,
biopharmaceutical intermediates and others, as well as create and
produce proprietary derivatives of pre-existing products with
improved properties.
iBio reported a net loss available to the company of $38.26 million
for the year ended June 30, 2020, compared to a net loss available
to the company of $17.85 million for the year ended June 30, 2019.
As of June 30, 2020, the Company had $94.19 million in total
assets, $37.58 million in total liabilities, and $56.61 million in
total equity.
IBIO INC: Appoints Dr. Linda Armstrong to Board of Directors
------------------------------------------------------------
iBio, Inc. has appointed Dr. Linda Armstrong to its Board of
Directors, effective Oct. 14, 2020. Dr. Armstrong has also been
appointed as a member of iBio's new Science & Technology Committee,
which will be chaired by Dr. Philip Russell.
Dr. Armstrong is an accomplished biopharmaceutical executive with
more than 20 years of experience in respiratory diseases and
therapeutics. Since 2016, she has served as the Global Head of the
Respiratory Development Unit at Novartis (SWX:NOVN), where she is
responsible for the development of therapies to treat patients with
respiratory and allergic conditions.
Dr. Armstrong served in a variety of roles at Novartis since 2007,
including the Head of Clinical Development & Medical Affairs, Cell
and Gene Therapy and Global Head of Patient Safety. Prior to
joining Novartis, she served as Medical Safety Director and
subsequently as senior director, Medical Affairs at Pfizer, Inc.
(NYSE:PFE). Dr. Armstrong also served as Group Director,
Respiratory Diseases at the Schering Plough Research Institute. As
a Board-Certified Pulmonologist and Internist, Dr. Armstrong served
on the faculty of New York University Medical Center prior to
joining Schering-Plough. She received her medical degree from Yale
University School of Medicine, New Haven, Connecticut; and her
Bachelor's Degree from Harvard University, Cambridge,
Massachusetts.
"We are pleased to welcome Dr. Armstrong to our Board and are
confident that her deep experience in the development and
registration of biologics will be an asset to iBio," said Tom
Isett, Chairman & CEO of iBio. "Moreover, as an expert
pulmonologist, we believe her guidance will be critical as we
progress the development of our respiratory disease portfolio,
which includes COVID-19 vaccine and therapeutic candidates, as well
as IBIO-100, which includes idiopathic pulmonary fibrosis as a
potential indication."
Dr. Armstrong commented, "I am thrilled to join iBio's Board at
such an exciting time in the Company's development. I am looking
forward to supporting iBio as it advances an array of respiratory
disease biopharmaceuticals and other biologics."
About iBio Inc.
iBio, Inc. -- http://www.ibioinc.com/-- is a full-service
plant-based expression biologics CDMO equipped to deliver
pre-clinical development through regulatory approval, commercial
product launch and on-going commercial phase requirements. iBio's
FastPharming expression system, iBio's proprietary approach to
plant-made pharmaceutical (PMP) production, can produce a range of
recombinant products including monoclonal antibodies, antigens for
subunit vaccine design, lysosomal enzymes, virus-like particles
(VLP), blood factors and cytokines, scaffolds, maturogens and
materials for 3D bio-printing and bio-fabrication,
biopharmaceutical intermediates and others, as well as create and
produce proprietary derivatives of pre-existing products with
improved properties.
iBio reported a net loss available to the company of $38.26 million
for the year ended June 30, 2020, compared to a net loss available
to the company of $17.85 million for the year ended June 30, 2019.
As of June 30, 2020, the Company had $94.19 million in total
assets, $37.58 million in total liabilities, and $56.61 million in
total equity.
IBIO INC: Nabriva's Gary Sender Joins Board of Directors
--------------------------------------------------------
iBio, Inc. has appointed Gary Sender to its Board of Directors,
effective as of Oct. 14, 2020. Mr. Sender will replace Glenn Chang
as the Chair of iBio's Audit Committee, who will remain a director
of the Company. Mr. Sender has also been appointed to the Board's
Compensation Committee.
Mr. Sender is a senior executive and board member with more than 25
years of financial leadership experience in organizations ranging
from large, multi-national pharmaceutical firms to early-stage
biotechnology companies. He is currently CFO of Nabriva
Therapeutics, a Nasdaq-listed biopharmaceutical company engaged in
the commercialization and development of novel antibiotics to treat
serious infections. Prior to joining Nabriva, Mr. Sender was
Synergy Pharmaceuticals' executive vice president and CFO. Mr.
Sender previously served as Shire Plc's senior vice president of
Finance & Administration, and subsequently as its Senior Vice
President of Finance.
Mr. Sender currently serves on the Board of Directors of
Schrodinger, Inc. and chairs its Audit and Compensation Committees.
He also serves on the Board of Directors of Harmony BioSciences
Inc. and chairs its Audit Committee. He holds a bachelor's degree
in Finance and Information Systems from Boston University and a
Master of Business Administration with a concentration in Finance
from Carnegie-Mellon University.
"On behalf of everyone at the Company, I am very pleased to welcome
Mr. Sender to our team," said Tom Isett, Chairman & CEO of iBio.
"Gary is not only an experienced financial executive in the life
science industry, but also has a breadth of relevant public company
and Board experience that should be invaluable as iBio executes the
next stages of its growth strategy. I am confident that his
expertise and guidance will be of significant benefit to the
Company and its shareholders."
Mr. Sender commented, "I am honored to join iBio's Board as the
Company continues to execute on its strategic plan, building a
growth-oriented biotech and pharma services organization. iBio's
FastPharming System and other proprietary technologies have the
potential to drive numerous value-creating milestones over the
near-, mid- and long-term."
About iBio Inc.
iBio, Inc. -- http://www.ibioinc.com/-- is a full-service
plant-based expression biologics CDMO equipped to deliver
pre-clinical development through regulatory approval, commercial
product launch and on-going commercial phase requirements. iBio's
FastPharming expression system, iBio's proprietary approach to
plant-made pharmaceutical (PMP) production, can produce a range of
recombinant products including monoclonal antibodies, antigens for
subunit vaccine design, lysosomal enzymes, virus-like particles
(VLP), blood factors and cytokines, scaffolds, maturogens and
materials for 3D bio-printing and bio-fabrication,
biopharmaceutical intermediates and others, as well as create and
produce proprietary derivatives of pre-existing products with
improved properties.
iBio reported a net loss available to the company of $38.26 million
for the year ended June 30, 2020, compared to a net loss available
to the company of $17.85 million for the year ended June 30, 2019.
As of June 30, 2020, the Company had $94.19 million in total
assets, $37.58 million in total liabilities, and $56.61 million in
total equity.
INSPIREMD INC: Dr. Gary Roubin Joins Board of Directors
-------------------------------------------------------
InspireMD, Inc. reports the addition of Gary Roubin, M.D., Ph.D.,
to the Company's Board of Directors.
Dr. Gary Roubin is an internationally renowned interventional
cardiologist recognized for his pioneering work in carotid stenting
and embolic and protection devices. He is also acknowledged for
the development of coronary stenting and the first FDA-approved
coronary stent.
"The CGuard EPS carotid stent with the unique MicroNet platform has
demonstrated a true clinical advantage in served markets around the
world. This carotid stent represents a major advancement in
Carotid Artery Stenting (CAS). Multiple clinical studies outside
the U.S. and extensive clinical practice experience have
demonstrated superior outcomes compared to currently available
technology. I'm honored to join InspireMD's Board of Directors, as
the Company now has the opportunity to expand globally. I look
forward to contributing to the next chapter at InspireMD and
working closely with management and the Board to bring this
remarkable technology to the U.S. market," said Dr. Roubin.
During his tenure as chief of interventional cardiology at The
University of Alabama at Birmingham and later as Department
Chairman and Chief of Service of the Lenox Hill Hospital Cardiac
and Vascular program in New York, he helped bring both programs to
international standing in peripheral, neurovascular, and cardiac
interventions. Dr. Roubin's vast clinical experience has enabled
him to recognize technical innovations that improve patient
outcomes. He has been central to the success of several biotech
startup businesses and is the named inventor on 10 issued U.S. and
EU patents and 41 additional patent applications worldwide.
Dr. Roubin played a pivotal role in the success of Mednova Inc.,
which was acquired by Abbott Vascular, resulting in the
introduction and marketing in the U.S. of the top selling carotid
embolic protection system (NAV6) and stent system (XACT). From
2002-2003, he served as chief medical officer of the Medicines
Company during the successful release of its Angiomax product.
Most recently, he cofounded Essential Medical Inc., which has had
success in bringing a large bore vascular closure device to world
markets and was recently acquired by Teleflex Inc.
Dr. Roubin attended medical school at the University of Queensland
where he completed his degree in 1975. After completing his
cardiology training, he enrolled as a Ph.D. candidate at Sydney
University and was awarded this degree in 1983. He then joined
Andreas Gruentzig at Emory University to continue his post-doctoral
research. In October of 1987, he developed and placed the world’s
first balloon expandable coronary stent. In 1989, he moved to the
University of Alabama at Birmingham, where he was Professor of
Medicine and Radiology and Director of the Cardiac Catheterization
Laboratories and Interventional Cardiology Section at the
University of Alabama Hospital. Dr. Roubin has co-authored more
than 280 papers and 225 abstracts in peer reviewed journals. He
has also edited three textbooks on interventional cardiovascular
medicine, coronary, and carotid artery stenting and contributed to
20 textbooks on interventional cardiology and vascular medicine.
His book "The First Balloon Expandable Coronary Stent: An
Expedition that Changed Cardiovascular Medicine" was published in
2015. He lectures extensively in the United States and abroad and
has received numerous national and international awards for his
notable contributions to cardiac and vascular care. Dr. Roubin has
been on record for the last decade advocating the use of optimally
designed "fine mesh" stents to further reduce the risk of embolic
complications from CAS.
"Dr. Roubin's peerless reputation as a clinical scientist,
innovator, and interventional cardiologist brings with it an
important validation of our MicroNet technology and the CGuard
Stent System," added InspireMD's CEO Marvin Slosman. "We believe
his presence on our Board will also provide meaningful insight,
thoughtful direction, and unmatched perspectives in our focus to
change the way carotid artery disease is treated and strokes are
prevented. Dr. Roubin's confidence in our differentiated CGuard
EPS platform and our direction for the business is a tremendous
vote of confidence for the Company's potential and we are very
fortunate to have him join as a director and investor in the
Company."
"On behalf of the Board of Directors, we welcome Dr. Roubin and
look forward to his active participation in our Company. His
tremendous, unmatched experience and understanding of our business
and the markets we serve provide relevant and immediate value to
our current and future plans," commented InspireMD's Chairman of
the Board Paul Stuka.
In connection with his appointment, on Oct. 12, 2020, Dr. Roubin
was granted (a) options to purchase 79,650 shares of shares of the
Company's common stock, par value $0.0001 per share, and (b)
238,950 shares of restricted stock. The Options have an exercise
price equal to the closing fair market value of the Common Stock on
the date of grant, subject to the terms and conditions of the
Company's 2013 Long-Term Incentive Plan. The Options and the
Restricted Stock will vest and become exercisable in three equal
annual installments beginning on the one-year anniversary of the
date of the Roubin Grant, provided that in the event that Dr.
Roubin is either (i) not reelected as a director at the Company's
2021 annual meeting of stockholders, or (ii) not nominated for
reelection as a director at the Company's 2021 annual meeting of
stockholders, any unvested Options or Restricted Stock will vest in
full and become exercisable on the date of the decision not to
reelect or nominate him (as applicable). The Options have a term
of 10 years from the date of grant.
About InspireMD Inc.
Headquartered in Tel Aviv, Israel, InspireMD --
http://www.inspiremd.com-- is a medical device company focusing on
the development and commercialization of its proprietary MicroNet
stent platform technology for the treatment of complex vascular and
coronary disease. A stent is an expandable "scaffold-like" device,
usually constructed of a metallic material, that is inserted into
an artery to expand the inside passage and improve blood flow. Its
MicroNet, a micron mesh sleeve, is wrapped over a stent to provide
embolic protection in stenting procedures.
InspireMD recorded a net loss of $10.04 million for the year ended
Dec. 31, 2019, compared to a net loss of $7.24 million for the year
ended Dec. 31, 2018. As of June 30, 2020, the Company had $17.74
million in total assets, $4.53 million in total liabilities, and
$13.21 million in total equity. As of June 30, 2020, cash and cash
equivalents were $13,861,000 compared to $5,514,000 as of Dec. 31,
2019.
Kesselman & Kesselman, in Tel-Aviv, Israel, the Company's auditor
since 2010, issued a "going concern" qualification in its report
dated March 9, 2020, citing that the Company has suffered recurring
losses from operations and cash outflows from operating activities
that raise substantial doubt about its ability to continue as a
going concern.
IT'SUGAR FL 1: Hires Mr. Taylor of Algon Capital as CRO
-------------------------------------------------------
It'Sugar FL 1 LLC, and its debtor-affiliates filed an amended
application with the U.S. Bankruptcy Court for the Southern
District of Florida to employ Troy Taylor of Algon Capital LLC
d/b/a Algon Group, as chief restructuring officer to the Debtors.
It'Sugar FL 1 requires Algon Capital to:
a. perform a financial review of the Debtors, including but
not limited to a review and assessment of financial
information that has been, and that will be, provided by
the Debtors to its creditors, including without limitation
its short and long-term projected cash flows, and shall
assist the Debtors in developing, refining and implementing
its restructuring plans;
b. negotiate with the Debtors' senior lender and DIP lender as
required;
c. direct negotiations with landlords and other key
constituents regarding a restructuring of the Debtor;
d. lead negotiations with the Official Creditors Committee;
e. serve as the Debtors' representative for all purposes in
connection with any proceedings in the Bankruptcy Court;
f. have the authority to manage and execute (i) leases,
contracts, settlements, third-party professionals, sale of
the Asset, purchase of property or financing/re-financing
of debt, and (ii) negotiate with Parties in Interest, other
constituents and interested parties to develop and
effectuate the Approved Plan(s), and in executing such
Approved Plan(s);
g. engage attorneys, accountants, appraisers and other
consultants and third-party professionals, at Debtors'
expense to maximize value of the estate;
h. assist in the preparation of the monthly operating reports
required by the Bankruptcy Court and in otherwise complying
with the reporting and information requirements imposed by
the Office of the U.S. Trustee;
i. cause the Debtors to take any other action which the CRO,
in good faith, determines to be necessary, prudent, or
appropriate under the circumstances;
j. assist the Debtors in developing various strategic
alternatives, and in conjunction with legal counsel, a plan
of reorganization (the "Plan"); and
k. lead in the execution of the Plan.
Algon Capital will be paid a fixed fee of $90,000 per month. The
Firm will be paid at an hourly rate of $625.
Algon Capital will be paid a retainer in the amount of $125,000.
Algon Capital will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Troy Taylor, partner of Algon Capital LLC d/b/a Algon Group,
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.
Algon Capital can be reached at:
Troy Taylor
Algon Capital LLC d/b/a Algon Group
2457 Collins Avenue PH2
Miami Beach, FL 33140
About It'Sugar FL 1 LLC
IT'SUGAR -- https://itsugar.com/ -- is a specialty candy retailer
with 100 locations across the United States and abroad. It sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
S.D. Fla. Case No. 20-20259-RAM) on September 22, 2020. The Debtor
has up to $50,000 in assets and liabilities.
Judge Robert A. Mark is assigned to the case.
Michael S. Budwick, Esq., at Meland Budwick, P.A., serves as
counsel to the Debtor. Ricki S. Friedman PLLC, is special counsel.
Troy Taylor of Algon Capital LLC d/b/a Algon Group, is the Debtor's
chief restructuring officer.
IT'SUGAR FL 1: Hires Ricki S. Friedman as Special Counsel
---------------------------------------------------------
It'Sugar FL 1 LLC, and its debtor-affiliates, has filed an amended
application with the U.S. Bankruptcy Court for the Southern
District of Florida to employ the Law Firm of Ricki S. Friedman
PLLC, as special counsel to the Debtors.
It'Sugar FL 1 requires Ricki S. Friedman to:
a) negotiate leases and amendments;
b) interpretation of lease provisions;
c) resolve disputes with landlords;
d) assist in the negotiation of SNDA's and estoppels; and
e) assist in the negotiation of contracts.
Ricki S. Friedman will be paid at the hourly rate of $350.
Ricki S. Friedman received $22,112.75 from the Debtors in the 90
days prior to bankruptcy filing.
Ricki S. Friedman will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Ricki S. Friedman, partner of the Law Firm of Ricki S. Friedman
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 Debtors and
their estates.
Ricki S. Friedman can be reached at:
Ricki S. Friedman, Esq.
LAW FIRM OF RICKI S. FRIEDMAN PLLC
1 Huckleberry Lane,
Hewlett Harbor, NY 11557
Tel: (516) 428-3978
E-mail: ricki@rickifriedman.com
About It'Sugar FL 1 LLC
IT'SUGAR -- https://itsugar.com/ -- is a specialty candy retailer
with 100 locations across the United States and abroad. It sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
S.D. Fla. Case No. 20-20259-RAM) on September 22, 2020. The Debtor
has up to $50,000 in assets and liabilities.
Judge Robert A. Mark is assigned to the case.
Michael S. Budwick, Esq., at Meland Budwick, P.A., serves as
counsel to the Debtor. Ricki S. Friedman PLLC, is special counsel.
Troy Taylor of Algon Capital LLC d/b/a Algon Group, is the Debtor's
chief restructuring officer.
IT'SUGAR FL 1: Seeks to Hire Meland Budwick as Attorney
-------------------------------------------------------
It'Sugar FL 1 LLC, and its debtor-affiliates filed an amended
application with the U.S. Bankruptcy Court for the Southern
District of Florida to employ Meland Budwick, P.A., as attorney to
the Debtors.
It'Sugar FL 1 requires Meland Budwick to:
a) advise the Debtors with respect to their powers and duties
as debtors-in-possession and the continued management of
their business operations;
b) advise the Debtors with respect to their responsibilities
in complying with the U.S. Trustee's Operating Guidelines
and Reporting Requirements and with the rules of the Court;
c) prepare motions, pleadings, orders, applications, adversary
proceedings, and other legal documents necessary in the
administration of these cases;
d) protect the interests of the Debtors and their estates in
all matters pending before the Court; and
e) represent the Debtors in negotiations with their creditors
and other parties in interest, and in the preparation of a
plan.
Meland Budwick will be paid at these hourly rates:
Attorneys $365 to $695
Paralegals $180 to $260
Prepetition, Meland Budwick was paid by the Debtors the amount of
$20,126.25 on June 1, 2020; $5,673.45 on June 15, 2020; $1,163.83
on July 20, 2020; and $147,983.35 on September 22, 2020. On the
Petition Date, Meland Budwick had a post-petition fee retainer of
$115,000 and cost retainer of $10,000 on hand.
Meland Budwick will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael S. Budwick, partner of Meland Budwick, P.A., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Meland Budwick can be reached at:
Michael S. Budwick, Esq.
MELAND BUDWICK, P.A.
200 South Biscayne Boulevard
Miami, FL 33131
Tel: (305) 358-6363
Fax: (305) 358-1221
E-mail: mbudwick@melandbudwick.com
About It'Sugar FL 1 LLC
IT'SUGAR -- https://itsugar.com/ -- is a specialty candy retailer
with 100 locations across the United States and abroad. It sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
S.D. Fla. Case No. 20-20259-RAM) on September 22, 2020. The Debtor
has up to $50,000 in assets and liabilities.
Judge Robert A. Mark is assigned to the case.
Michael S. Budwick, Esq., at Meland Budwick, P.A., serves as
counsel to the Debtor. Ricki S. Friedman PLLC, is special counsel.
Troy Taylor of Algon Capital LLC d/b/a Algon Group, is the Debtor's
chief restructuring officer.
JASON INDUSTRIES: Court Confirms Reorganization Plan
----------------------------------------------------
U.S. bankruptcy court for the Southern District of New York
confirmed Jason Industries' reorganization plan.
The confirmation of the Plan allowed Jason Industries to complete
its Chapter 11 restructuring and emerge as a private company owned
by senior secured lenders including Monomoy Capital Partners and
Credit Suisse Asset Management.
Each entity will appoint representatives for the new board of
directors. The company's common and preferred stock will be
cancelled and holders will not receive recovery. It will reduce
debt by $250 million. It will also enter a $30 million ABL credit
facility.
Only Holders of Claims in Class 3, Class 4, and Class 5 were
eligible to vote on the Plan. As evidenced by the Voting
Certification, Class 3 (First Lien Secured Credit Agreement Claims)
and Class 4 (First Lien Credit Agreement Deficiency Claims) have
voted to accept the Plan in accordance with the requirements of
sections 1124, 1126, and 1129 of the Bankruptcy Code.
Following the modification to the Plan to incorporate the
settlement with the Second Lien Ad Hoc Group, certain Holders of
Claims in Class 5 (Second Lien Credit Agreement Claims) modified
their previous votes to reject the Plan to votes to accept the
Plan.
Judge Robert D. Drain ordered that the Disclosure Statement of
Jason Industries, Inc. et al. is approved in all respects.
The Plan is confirmed and the Debtors are authorized to enter into
and execute all documents and agreements related to the Plan
(including all exhibits and attachments thereto and documents
referred to therein), and the execution, delivery, and performance
thereafter by the Reorganized Debtors, are hereby approved and
authorized.
All objections and all reservations of rights pertaining to
Confirmation of the Plan or approval of the Disclosure Statement
that have not been withdrawn, waived, resolved, or settled are
overruled on the merits.
About Jason Industries
Jason Industries, Inc., headquartered in Milwaukee, Wisconsin, is a
diversified manufacturing company serving the finishing, seating,
acoustics and components end markets.
Jason Industries, Inc., and 7 affiliates sought Chapter 11
protection (S.D.N.Y. Lead Case No. 20-22766) after reaching a deal
with lenders on terms of a plan that will cut debt by $250
million.
As of June 24, 2020, the Company reported total assets of
$204,886,939 and total debt of $428,374,343.
The Hon. Robert D. Drain is the case judge.
Moelis & Company LLC, is acting as financial advisor, Kirkland &
Ellis LLP is acting as legal counsel, and AlixPartners, LLP, is
acting as restructuring advisor to the Company in connection with
the Restructuring. Houlihan Lokey Capital, Inc., is acting as
financial and restructuring advisor and Weil, Gotshal & Manges LLP
is acting as legal counsel to the Consenting Creditors. Epiq
Corporate Restructuring, LLC, is the claims agent.
JASON INDUSTRIES: Now Private, Controlled by Monomy & Credit Suisse
-------------------------------------------------------------------
Jason Holdings Inc., formerly Jason Industries Inc., announced Aug.
28, 2020, that the Company and its U.S. subsidiaries was emerging
from Chapter 11 effective as of 11:59 p.m. This milestone marks
the successful completion of Jason's restructuring process and
implementation of the Company's Joint Prepackaged Chapter 11 Plan
of Reorganization that was confirmed by the United States
Bankruptcy Court for the Southern District of New York on August
26, 2020. The Company has significantly strengthened its financial
position, reducing term loan debt by approximately $250 million and
extending maturities.
Jason emerges as a private company backed by the strong ownership
of its existing senior secured lenders, including Monomoy Capital
Partners and Credit Suisse Asset Management, LLC. As part of
Jason's new capital structure, Jason entered into a $30 million ABL
revolving credit facility with Wells Fargo Bank, National
Association, to ensure that Jason has sufficient liquidity upon
exit from Chapter 11. The Company’s prior common and preferred
stock have been cancelled pursuant to the Plan of Reorganization.
"We began the restructuring process two months ago with a clear
goal of strengthening our capital structure and best positioning
Jason and its subsidiaries Osborn and Milsco for long-term growth
and success," said Brian Kobylinski, President and Chief Executive
Officer. "Our ability to achieve this objective and emerge from
Chapter 11 as quickly as we did is a testament to our talented
team, our advisors, and the relationships we have fostered with our
customers and partners. I want to thank our lenders for working
with us on this consensual restructuring plan."
Dan Collin, Monomoy co-CEO and incoming Chairman of Jason's new
Board also stated, "We are pleased with the speed and results of
the Company's reorganization and look forward to working with
management to further improve the operational and financial
performance of Osborn and Milsco."
Jason’s new Board of Directors consists of Helen Ruth, Senior
Operating Executive at Monomoy, James Janik, Board Chairman of
Douglas Dynamics, Mark Blaufuss, Operating Executive at The Carlyle
Group, Mr. Collin and Mr. Kobylinski.
Moelis & Company LLC acted as financial advisor, Kirkland & Ellis
acted as legal counsel, and AlixPartners, LLP acted as
restructuring advisor to the Company.
Houlihan Lokey Capital, Inc. acted as financial and restructuring
advisor and Weil, Gotshal & Manges LLP acted as legal counsel to
the First Lien Ad Hoc Group.
About Jason Industries
Jason Industries, Inc., headquartered in Milwaukee, Wisconsin, is a
diversified manufacturing company serving the finishing, seating,
acoustics and components end markets.
Jason Industries, Inc., and 7 affiliates sought Chapter 11
protection (S.D.N.Y. Lead Case No. 20-22766) after reaching a deal
with lenders on terms of a plan that will cut debt by $250
million.
As of June 24, 2020, the Company reported total assets of
$204,886,939 and total debt of $428,374,343.
The Hon. Robert D. Drain is the case judge.
Moelis & Company LLC, is acting as financial advisor, Kirkland &
Ellis LLP is acting as legal counsel, and AlixPartners, LLP, is
acting as restructuring advisor to the Company in connection with
the Restructuring. Houlihan Lokey Capital, Inc., is acting as
financial and restructuring advisor and Weil, Gotshal & Manges LLP
is acting as legal counsel to the Consenting Creditors. Epiq
Corporate Restructuring, LLC, is the claims agent.
JIM'S DISPOSAL: Riverbend Buying Assets for $4.6 Million
--------------------------------------------------------
Jim's Disposal Service, LLC, and Byrdland Properties, LLC, ask the
U.S. Bankruptcy Court for the Western District of Missouri to
authorize the bidding procedures in connection with the sale of
their interest in the assets, consisting of a solid waste
processing facility, a solid waste processing facility operating
permit, and the trucks and equipment, to River Bend Recycling and
Transfer, LLC for $4,623,800, subject to overbid.
JDS is the sole record owner of a solid waste processing facility,
or "Transfer Station," located at 17200 Industrial Drive, in the
Village of River Bend, Missouri. Security Bank of Kansas City
("SBKC") asserts a valid and perfected first priority lien on and
security interest in the Transfer Station pursuant to, among other
loan and security documents, that certain Deed of Trust dated as of
May 6, 2016, granted by Byrdland for the benefit of SBKC, recorded
at Document Number 2016E0040017 with the Recorder of Deeds of
Jackson County, Missouri, as amended, modified, or supplemented
from time to time.
JDS is the owner of a 21-year Solid Waste Processing Facility
Operating Permit issued by the Missouri Department of Natural
Resource to operate the Transfer Station. SBKC asserts a valid and
perfected first priority lien on and security interest in the
Permit pursuant to the loan and security documents, security
agreements, UCC-1 financing statements, and other perfection
documents attached to SBKC's proof of claim in this case, available
at Claim No. 38 in JDS' claims register.
JDS is the owner of an industrial scale located at the Transfer
Station. Marlin Business Bank asserts a valid and perfected first
priority lien on and security interest in the Scale pursuant to the
loan and security document, UCC-1 financing statement, and other
perfection documents attached to SBKC's proof of claim in the case,
available at Claim No. 60 in JDS' Claims Register.
JDS also is the owner of the Assets as defined in the Asset
Purchase Agreement as more fully defined in the Asset Sale
Agreement.
By the Motion, JDS asks the Court sets an Auction and Hearing to
approve the sale of the Assets or some portion of the Assets free
and clear of liens, claims, and encumbrances, and with the
remaining proceeds of the sale to be distributed in accordance with
the Motion.
JDS explored marketing the Assets through a broker and through
trade magazines but was counseled by industry professionals against
either. In lieu of a formal marketing campaign, JDS reached out to
industry insiders to discuss the sale of the Permit and Transfer
Station, which ultimately yielded the Asset Purchase Agreement.
Other parties have expressed interest in the Assets. Accordingly,
JDS believes an auction is in the best interests of the estate.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: No later 5:00 p.m. (CST) on the day that is
45 days after the entry of the Bidding Procedures Order
b. Initial Bid: Equal to or greater than the sum of: (i) the
purchase price set forth in the stalking horse Purchase Agreement;
(ii) the Break-Up Fee; and (iii) $100,000
c. Deposit: 5% of the purchase price proposed by the potential
bidder
d. Auction: If JDS determines, that it is in the best
interests of its estate, an auction for Assets will take place on a
date to be determined by the Court and set forth in the Bidding
Procedures Order.
e. Bid Increments: $50,000
f. Sale Hearing: The Sale Hearing will be held shortly
following the Auction at a date and time established by the Court
and set forth in the Bidding Procedures Order.
g. Creditors asserting a valid and perfected, first priority
security interest in the Assets or some portion of the Assets, will
have the right to credit bid up to the total face value of its
respective claim(s) on the Asset or portion of Assets securing its
respective claim(s).
Within three business days after the Bid Deadline, JDS will inform
each Potential Bidder that has submitted a bid whether it is a
Qualified Bidder. As soon as reasonably practicable after the Bid
Deadline, but in any case no later than two days prior to the
Auction, JDS will provide all Qualified Bidders with a copy of all
Qualified Bids received to date.
Under the Sale Order, the proceeds from the Sale will be used to
pay the following, in order:
(a) First, to the costs of sale, including postage,
advertising, and escrow or closing fees;
(b) Second, to holders of perfected first priority liens
secured by the Assets or any portion of the Assets, up to the
amount of their allowed secured claims;
(c) Third, to any other valid lienholders holding perfected
liens secured by the Assets or any portion of the assets in order
of priority, up to the value of the Assets or portion of Assets
securing their respective claim(s); and
(d) Fourth, to JDS' bankruptcy estate.
In connection with the Proposed Sale, the Successful Bidder may
desire to take assignment of and assume certain executory contracts
and/or leases related to the Assets. Accordingly, within seven
business days after the entry of the Sale Order, JDS will file a
motion to assume and assign the Desired Contracts to the Successful
Bidder.
The entities holding liens in the Assets could be compelled to
accept money in satisfaction of their interests. Accordingly, JDS
aks that the Court authorizes the sale of the Property free and
clear of all liens, claims, encumbrances, and other interests,
including possessory leasehold interests.
A copy of the APA and the Exhibits is available at
https://tinyurl.com/y2nnl5ka from PacerMonitor.com free of charge.
About Jim's Disposal Service
Jim's Disposal Service, LLC, a company that specializes in
residential waste solutions, filed a Chapter 11 petition (Bankr.
W.D. Mo. Case No. 20-40050) on Jan. 6, 2020. At the time of the
filing, the Debtor estimated $50,000 in assets and $1 million to
$10 million in liabilities. Judge Brian T. Fenimore oversees the
case. Larry A. Pittman, II, Esq., and Robert Baran, Esq., at Mann
Conroy, LLC, are the Debtors' bankruptcy attorneys.
KEITH AND NELL: Taps Freeland Martz as Special Counsel
------------------------------------------------------
Keith and Nell, LLC received approval from the U.S. Bankruptcy
Court for the Northern District of Mississippi to hire Freeland
Martz, PLLC to represent it in litigation with Hills Construction,
LLC.
The firm will be paid at hourly rates as follows:
Partners $250
Associates $150
Paralegal $135
J. Hale Freeland, Esq., the firm's attorney who will be providing
the services, and all other members of Freeland Martz neither hold
nor represent any interest adverse to the Debtor's estate,
according to court filings.
The firm can be reached through:
J. Hale Freeland, Esq.
Freeland Martz, PLLC
302 Enterprise Dr suite a
Oxford, MS 38655
Phone: +1 662-234-1711
About Keith and Nell LLC
Keith and Nell LLC, a company engaged in renting and leasing real
estate properties, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Miss. Case No. 20-12454) on July 31,
2020. Raymond Keith Bloodworth, managing member, signed the
petition.
At the time of the filing, the Debtor estimated $500,000 to $1
million in assets and $1 million to $10 million in liabilities.
Judge Jason D. Woodard oversees the case. Gambrell & Associates,
PLLC serves as the Debtor's legal counsel.
KEITH AND NELL: Taps Gambrell & Associates as Legal Counsel
-----------------------------------------------------------
Keith and Nell, LLC received approval from the U.S. Bankruptcy
Court for the Northern District of Mississippi to hire Gambrell &
Associates, PLLC as its legal counsel.
The firm's services are as follows:
a. consult with any trustee or committee concerning the
administration of Debtor's Chapter 11 case;
b. investigate the acts, conduct, assets, liabilities and
financial condition of the Debtor, the operation of the Debtor's
business, the desirability to continue such business, and other
matters relevant to the case or to the formulation of a Chapter 11
plan;
c. formulate a bankruptcy plan; and
d. prepare legal papers.
The firm's lawyers and paraprofessionals who will be handling the
case will be paid at hourly rates as follows:
Robert Gambrell $300
LeAnne Abbott $250
Bridgette Davis $200
Paralegal $100
Gambrell & Associates received a $13,717 retainer from the Debtor.
Robert Gambrell, Esq., a member of Gambrell & Associates, disclosed
in court filings that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Robert Gambrell, Esq.
Gambrell & Associates, PLLC
101 Ricky D. Britt Sr. Blvd.
Oxford, MS 38655
Tel: (662)281-8800
Fax: (662)202-1004
Email: rg@ms-bankruptcy.com
About Keith and Nell LLC
Keith and Nell LLC, a company engaged in renting and leasing real
estate properties, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Miss. Case No. 20-12454) on July 31,
2020. Raymond Keith Bloodworth, managing member, signed the
petition.
At the time of the filing, the Debtor estimated $500,000 to $1
million in assets and $1 million to $10 million in liabilities.
Judge Jason D. Woodard oversees the case. Gambrell & Associates,
PLLC serves as the Debtor's legal counsel.
KENNETH A. BERDICK: Sale of Interest in Fort Myers Property Okayed
------------------------------------------------------------------
Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Kenneth Allen Berdick's sale of his
interest in the real property located at 7148 Estero Boulevard,
Unit 122, Fort Myers Beach, Florida to Joseph Allen and Victoria
Allen for $230,000.
The sale is free and clear of all Liens, with all such Liens
attaching only to the sale proceeds.
The Debtor being authorized to pay the closing costs and liens set
forth in the draft closing statement attached to the underlying
Motion upon sale which are customary closing costs which are as
follows: Taxes, Association Fees and Lien, Real Estate Commission,
Title Company Fees and Charges, Government Recording and Transfer
Charges, and Fort Myers Beach Municipal Lien Search Fee.
The remaining proceeds will be transferred to the Client Trust
Account of Debtor's Counsel and will not be distributed absent
further Court Order. All liens will attach to the Remaining
Proceeds in their respective priorities.
The Order will be stayed for 14 days after its entry.
Any secured claimants' rights to credit bid will be preserved.
The Debtor will file a motion to determine the extent, validity and
priority of the Remaining Proceeds and serve all lienholders of
record and the Debtor's matrix within three days of entry of the
Order.
Attorney Robert Bassel is directed to serve a copy of the Order on
interested parties who do not receive service by CM/ECF and file a
proof of service within three days of entry of the Order.
Kenneth Allen Berdick sought Chapter 11 protection (Bankr. M.D.
Fla. Case No. 20-01107) on Feb. 10, 2020. The Debtor tapped
Charles Phoenix, Esq., as counsel.
KLAUSNER LUMBER: Hires Susan E. Kaufman as Conflicts Counsel
------------------------------------------------------------
Klausner Lumber Two, LLC received approval from the U.S. Bankruptcy
Court for the District of Delaware to hire the Law Office of Susan
E. Kaufman, LLC.
The Debtor needs the firm's legal assistance to prosecute causes of
action, which its bankruptcy counsel are unable to prosecute due
to conflicts of interest.
The firm's hourly rates are as follows:
Partners $500
Associates $400
Paraprofessionals $275
Susan Kaufman, Esq., the firm's owner, disclosed in court filings
that her firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Ms.
Kaufman disclosed that:
-- The firm did tot agree to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement.
-- None of the professionals included in the engagement vary
their rate based on the geographic location of the Debtor's Chapter
11 case.
-- The firm did not represent the Debtor in any capacity in
the 12 months prior to its bankruptcy filing.
-- The Debtor approved Kaufman's budget and staffing plan for
the period Aug. 18 to Sept. 30, 2020.
The firm can be reached through:
Susan E. Kaufman, Esq.
Law Office of
Susan E. Kaufman, LLC
919 N. Market Street, Suite 460
Wilmington, DE 19801
Tel: 302-472-7420
Fax: 302-792-7420
Email: skaufman@skaufmanlaw.com
About Klausner Lumber Two
Klausner Lumber Two, LLC, a sawmill company in Enfield, N.C.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Case No. 20-11518) on June 10, 2020. Robert Prusak, chief
restructuring officer, signed the petition. At the time of the
filing, Debtor had estimated assets of between $10 million and $50
million and liabilities of between $100 million and $500 million.
Judge Karen B. Owens oversees the case.
The Debtor has tapped Westerman Ball Ederer Miller Zucker &
Sharfstein, LLP and Morris, Nichols, Arsht & Tunnell, LLP as its
bankruptcy counsel, Asgaard Capital LLC as restructuring advisor,
and Cypress Holdings LLC as investment banker.
The U.S. Trustee for the District of Delaware appointed a committee
of unsecured creditors in Debtor's Chapter 11 case on June 25,
2020. The committee has tapped Elliott Greenleaf, P.C. as its
legal counsel and EisnerAmper LLP as its financial advisor.
LANDS' END: Moody's Hikes PDR to B3-PD & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service upgraded Lands' End, Inc.'s probability
of default rating (PDR) to B3-PD, affirmed the B3 corporate family
rating (CFR) and upgraded the speculative grade liquidity rating
(SGL) to SGL-3 from SGL-4. The B3 rating on the senior secured term
loan due 2021 was withdrawn. The ratings outlook was changed to
stable from negative.
The rating actions follow the refinancing of the company's $383
million term loan due 2021 with proceeds from a new $275 million
term loan due 2025 and borrowings under the upsized $275 million
asset-based revolver due 2022.
The PDR upgrade to B3-PD from Caa1-PD and change in outlook to
stable from negative reflect the refinancing of the company's term
loan, which pushed out the maturity to 2025 from 2021. The SGL
upgrade to SGL-3 from SGL-4 reflects the extended maturity schedule
and Moody's expectations for positive free cash flow and adequate
excess revolver availability over the next 12-18 months.
The CFR affirmation reflects Moody's projections for earnings
growth, gradual improvement in credit metrics and adequate
liquidity. As a predominantly digital retail business, Lands' End
benefits from the secular shift in consumer spending online, and
its focus on value and casual apparel basics allows it to
outperform in a recessionary environment. Moody's expects these
factors to mitigate prolonged weakness in the Outfitters segment.
Moody's took the following rating actions for Lands' End, Inc.:
Corporate family rating, affirmed B3
Probability of default rating, upgraded to B3-PD from Caa1-PD
Senior secured term loan due 2021, withdrawn, previously B3 (LGD3)
Speculative-grade liquidity rating, upgraded to SGL-3 from SGL-4
Outlook, changed to stable from negative
RATINGS RATIONALE
Lands' End, Inc.'s B3 CFR reflects its high leverage and the highly
competitive apparel retail segment in which the company operates.
Moody's projects adequate liquidity over the next 12-18 months,
including modestly positive free cash flow and adequate revolver
availability. As an apparel retailer, Lands' End also needs to make
ongoing investments in its brand and infrastructure, as well as in
social and environmental drivers including responsible sourcing,
product and supply sustainability, privacy, and data protection.
Nevertheless, the credit profile benefits from Lands' End's
e-commerce operations, which position it well to capitalize on
continued growth in online apparel spending. The rating reflects
Moody's projections for stable earnings performance for the balance
of 2020 and growth in 2021. Moody's expects Lands' End to have
solid credit metrics relative to B3-rated peers, including
debt/EBITDA declining in 2021 towards 4.0 times from 4.8 times
(pro-forma, as of July 31, 2020), and EBIT/interest expense
improving to 1.6 times from 1.4 times. Lands' End also has a
well-recognized brand name and has executed well on its
transformation over the past several years, achieving significant
positive operating momentum.
The stable outlook reflects Moody's expectation for solid earnings
recovery and adequate liquidity over the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if liquidity or earnings
deteriorate. Quantitatively, the ratings could be downgraded if
debt/EBITDA increases above 6 times or EBIT/interest expense
declines below 1.25 time.
The ratings could be upgraded if the company improves its liquidity
position, including consistent positive free cash flow generation
and good revolver availability. Quantitatively, the ratings could
be upgraded if debt/EBITDA is sustained below 4.5 times, and
EBIT/interest expense above 1.75 times.
Headquartered in Dodgeville, Wisconsin, Lands' End, Inc. (Nasdaq:
LE) is a leading multi-channel retailer of casual clothing,
accessories, footwear, and home products. The company offers
products online at www.landsend.com, on third party online
marketplaces, as well as 31 company-operated stores. ESL
Investments, Inc., and its investment affiliates, including Edward
S. Lampert, owns 62.2% of the company's outstanding stock. Revenue
for the twelve months ended July 31, 2020 was $1.4 billion.
The principal methodology used in these ratings was Retail Industry
published in May 2018.
LD INTERMEDIATE: Moody's Ups CFR to Caa1 & Alters Outlook to Stable
-------------------------------------------------------------------
Moody's Investors Service upgraded LD Intermediate Holdings, Inc.'s
Corporate Family Rating (CFR) to Caa1 from Caa2 and Probability of
Default Rating (PDR) to Caa1-PD from Caa2-PD. Concurrently, Moody's
also upgraded the company's first lien senior secured credit
facility (revolver and term loan) to B2 from B3 and the Speculative
Grade Liquidity Rating (SGL) rating to SGL-3 from SGL-4. The
outlook was changed to stable from negative.
The upgrade to Caa1 CFR and stable outlook reflects Moody's view
that KLD's liquidity profile through 2020 is ahead of prior
projections amid the COVID-19 pandemic, such that earnings and
liquidity will remain relatively stable over the next 12-18 months
and that the company will be able to sustain cost savings from
recent actions taken amid the pandemic. The rating also reflects
the ongoing refinancing risk around pending maturities of its first
lien credit revolving credit facility and term loan in 2021 and
2022, respectively such that KLD may be unable to refinance its
capital structure on favorable terms. Moody's notes that the PIK
portion of KLD's convertible debt increases the company's financial
leverage as it accretes, contributing to the overall refinancing
risk.
Upgrades:
Issuer: LD Intermediate Holdings, Inc.
Corporate Family Rating, Upgraded to Caa1 from Caa2
Probability of Default Rating, Upgraded to Caa1-PD from Caa2-PD
Speculative Grade Liquidity Rating, Upgraded to SGL-3 from SGL-4
Senior Secured Bank Credit Facility, Upgraded to B2 (LGD2) from B3
(LGD2)
Outlook Actions:
Issuer: LD Intermediate Holdings, Inc.
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
KLD's Caa1 CFR is constrained by: (1) a potentially unsustainable
capital structure due to very high debt-to-EBITDA leverage (Moody's
adjusted and expensing all capitalized software development costs)
of approximately 8.4x at June 30, 2020; (2) heightened refinancing
risk due to approaching debt maturities in December 2021 and 2022
and convertible debt accretion; (3) modest revenue scale with
operations in a mature and intensely competitive and
labor-intensive e-Discovery market marked by consolidation, pricing
pressure, and data compression by customers that creates headwinds
for processing volumes; and (4) largely transactional business
model which limits revenue and cash flow visibility.
KLD's ratings are supported by: (1) credible competitive position,
including global scale, breadth of service offerings and
proprietary technology stack; (2) long-standing customer
relationships with blue-chip corporate and law firm clients; (3)
good EBITDA margins in the mid-20% range and (4) access to public
capital.
The stable outlook reflects expectations that KLD will be able to
sustain low single digit revenue and earnings growth such that the
company will maintain adequate liquidity over the next 12-18
months.
KLD's SGL-3 Speculative Grade Liquidity Rating reflects Moody's
expectation that KLD will have adequate liquidity over the next
12-15 months. Sources of liquidity include balance sheet cash of
$34 million at June 30, 2020, Moody's expectation for annual free
cash flow of approximately $30 million, along with full
availability under a $30 million revolver expiring in December
2021. Cash on hand and expected free cash flow provide adequate
coverage for required annual term loan amortization of
approximately $17 million, paid quarterly. The revolver has a
springing first lien net leverage covenant when the revolver is
drawn greater than 30% ($9 million), while the term loan does not
have a financial covenant. Moody's does not expect a covenant test
to apply over the next 12-15 months.
The B2 rating on the first lien credit facility (revolver and term
loan), two notches above the company's Caa1 CFR, reflects the
support and loss absorption provided by the unrated convertible
debt under Moody's Loss Given Default (LGD) methodology. Given the
expected amortization of the first lien term loan, and ongoing
accretion of the convertible debenture, there will be upward rating
pressure on the first lien debt over the rating horizon as the
junior debt provides relatively more loss absorption.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Given the impending maturity of the revolving credit facility, an
upgrade is unlikely in the near term. However, an upgrade would be
considered if KLD puts in place a more tenable capital structure,
demonstrates sustained growth in revenue and earnings,
Debt-to-EBITDA (Moody's adjusted and expensing all capitalized
software development costs) is sustained below 7.5x, and the
company maintains adequate liquidity.
The ratings could be downgraded if revenue or earnings decline,
liquidity deteriorates, including negative free cash flow on a
sustained basis or KLD is unable to make progress in addressing its
capital structure in advance of the 2021-2022 debt maturities.
McLean, VA-based KLD provides electronic-discovery services to
corporations and law firms. The company generated approximately
than $300 million in revenue for the last twelve months ending June
30, 2020. Following the reverse IPO merger with Pivotal in December
2019, KLD is a publicly traded company on OTC market under the
symbol "KLDI." The Carlyle Group LP and Revolution Growth are the
majority shareholders of the combined company.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
LSC COMMUNICATIONS: Avenue 55 Reno Property for $32.5 Million
-------------------------------------------------------------
LSC Communications, Inc., and affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to authorize their
Purchase Agreement with Avenue 55, LLC in connection with the
private sale of the manufacturing facility of 447,122 square foot
with an additional 133,000 square feet of structural mezzanine
located at 14100 Lear Boulevard, Reno, Nevada, for $32.5 million,
subject to customary prorations and adjustments as of the closing
date.
The Property is not currently being used in the Debtors'
operations. Previously, the Debtors used the Property for print
manufacturing in the Magazine, Catalogue and Logistics segment of
their business. During the first half of 2019, LSC identified the
need and developed a plan for significant plant consolidation and
footprint optimization, primarily within its magazine and catalogue
manufacturing platform. Following the termination of that certain
Agreement and Plan of Merger, dated as of Oct. 30, 2018, by and
between LSC and Quad/Graphics, Inc., LSC promptly announced and
executed the strategic closure of nine manufacturing facilities,
including the Property.
The Debtors no longer require the manufacturing capacity of the
Property due to decreased market demand for printed books and
catalogues, educational textbooks, religious volumes and other
print materials, especially in light of market declines in their
business caused by the recent economic downturns. Therefore, the
Debtors determined that a value-maximizing sale of the Property to
the Purchaser (together with all actions taken or required to be
taken in connection with the implementation and consummation of the
Purchase Agreement) is the best solution for maximizing the value
of the asset.
On Sept. 15, 2020, the Debtors entered into the Stock and Asset
Purchase Agreement with ACR II Libra Holdings, LLC, and solely with
respect to Section 9.13 of the Atlas Purchase Agreement, Atlas
Capital Resources III LP and Atlas Capital Resources (P) III LP.
Pursuant to the Atlas Purchase Agreement, the Debtors will sell
substantially all of their assets to Atlas, other than certain
Excluded Assets. The Sale will unlock additional liquidity for use
in the Debtors' day-to-day operations or payment of administrative
costs for their estates, as applicable.
In the event that the Sale closes prior to the Atlas Sale, the
Debtors intend to use the proceeds from the sale in accordance
with, and as permitted by, the DIP Facility. However, if the Atlas
Sale closes prior to the Sale, the Debtors intend to use proceeds
from the Sale for the payment of administrative costs for the
Debtors' estates or any successor in interest. The Debtors believe
that consummating the Sale will maximize the value of their estates
and is in the best interest of their estates and stakeholders.
In connection with the proposed transaction, the Debtor engaged in
an arms'-length and good-faith sale process. CBRE began conducting
diligence on the Property in December 2019 and the sales and
marketing process formally began when LSC executed an engagement
letter with CBRE, Inc. to act as broker for the Property on Nov.
22, 2019. The Property was marketed widely. Following the
marketing and outreach process, the Debtors and CBRE initially
received five bona fide offers for the Property in February 2020,
ranging from $28.9.million to $32 million. After the second round
of marketing and outreach, the Debtors received six bona fide
offers for the Property, ranging from $21 million to $32.5 million.
The process ultimately yielded the highest offer, and the Debtors
selected the highest bidder at $32.5 million, free and clear of
liens, claims, and encumbrances.
The Debtors have executed the Purchase Agreement with the
Purchaser, a Washington limited liability company, for the sale of
the Property. The Purchase Agreement contemplates the transfer of
the Property, as further specified therein, to the Purchaser for
the Purchase Price in cash at closing. Under the Purchase
Agreement, the sale is projected to close by the end of January
2021. The Buyer has tendered a $250,000 deposit. The Purchaser
will acquire the Property in an "as is, where is" condition as of
the Closing Date.
The Seller and the Purchaser each represent and warrant to the
other that it has not dealt with any agents, brokers or finders in
connection with the transaction covered by the Agreement other than
Daniel Buhrmann of CBRE, Inc. ("Seller's Broker"), representing
Seller, and Eric Bennett of CBRE, Inc. ( "Purchaser’s Broker"),
representing the Purchaser, whose commission will be paid pursuant
to a separate agreement with the Seller.
The Purchase Agreement does not contemplate any further auction or
competitive bidding process with respect to the sale of the
Property. In their sound business judgment, the Debtors have
determined that consummating the Sale on a private basis is
appropriate in light of the facts and circumstances of these
chapter 11 cases and is in the best interest of their estates and
all parties-in-interest.
A copy of the Agreement is available at
https://tinyurl.com/y2nnl5ka from PacerMonitor.com free of charge.
About LSC Communications
LSC Communications, Inc. -- http://www.lsccom.com/-- is a Delaware
corporation established in 2016 with its headquarters located in
Chicago, Illinois. The Company offers a broad range of traditional
and digital print products, print-related services, and office
products. The Company serves the needs of publishers,
merchandisers, and retailers worldwide, with a service offering
that includes e-services, logistics, warehousing and fulfillment
and supply chain management services. The Company prints
magazines, catalogs, directories, books, and some direct mail
products, and manufactures office products, including filing
products, envelopes, note-taking products, binder products, and
forms. The Company has offices, plants, and other facilities in 28
states, as well as operations in Mexico, Canada, and the United
Kingdom.
LSC Communications, Inc., based in Chicago, IL, and its
debtor-affiliates sought Chapter 11 protection (Bankr. S.D.N.Y.
Lead Case No. 20-10950) on April 13, 2020. In its petition, the
Debtor disclosed $1,649,000,000 in assets and $1,721,000,000 in
liabilities. The petition was signed by Andrew B. Coxhead, chief
financial officer.
The Debtors hired SULLIVAN & CROMWELL LLP as counsel; YOUNG CONAWAY
STARGATT & TAYLOR, LLP, as co-counsel; EVERCORE GROUP L.L.C., as
investment banker; LIXPARTNERS LLP as restructuring advisor; PRIME
CLERK LLC as notice, claims and balloting agent.
LUCKY BRAND: Hires KPMG LLP as Tax Consultant
---------------------------------------------
Lucky Brand Dungarees, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the District of Delaware to employ
KPMG LLP to provide them with tax compliance and consulting
services.
The firm's services will include:
Tax Compliance and Consulting Services (Sales, Use and Other Tax)
a. Prepare state and local transaction tax returns and
supporting schedules for the reporting period March 2020 to
February 2021 (for returns filed in April 2020 through March
2021);
b. Prepare tax returns for any state or local jurisdictions
and additional legal entities not identified in the engagement
letter and that the Debtors approve in writing;
c. Correspond with tax authorities associated with the
transaction tax returns prepared by KPMG; and
d. Perform preliminary engagement planning activities related
to the transaction tax returns for the immediately succeeding tax
year.
Tax Compliance and Consulting Services (Federal, State and Foreign
Income Tax)
a. Prepare federal, state and local, Puerto Rico and Canadian
income tax returns and supporting schedules or forms for the 2019
tax year;
b. Determine the quarterly estimated tax payments for the 2020
tax year;
c. Perform the tasks related to Public Law No. 115-97,
originally known as the Tax Cuts and Jobs Act;
d. Prepare tax returns for any state or local jurisdictions
and additional majority owned legal entities not identified in the
engagement letter;
e. Automatically file (either electronically or by paper) the
extensions for which there are no tax payments due;
f. Review calculations under IRC Section 263A and prepare and
file Forms 3115, if necessary;
g. Finalize opening balance sheet calculations under IRC
Section 362;
h. Perform preliminary engagement planning activities related
to the tax returns specified above for the immediately succeeding
tax year; and
i. Provide tax consulting services pertaining to:
(1) routine tax advice concerning the federal, state,
local, and foreign tax matters related to the preparation of the
prior year's federal, state, local, and foreign tax returns;
(2) routine tax advice concerning the federal, state,
local, and foreign tax matters related to the computation of
taxable income for the current year or future years; and
(3) routine dealings with a federal, state, local, or
foreign tax authority (e.g., responding to automated interest and
penalty notices, preparing tax computations based upon the
taxpayer's concession or settlement of an issue with the relevant
tax authority).
Employee Retention Credit (ERC) Tax Services
a. Provide tax consulting services with respect to computing
and documenting the Employee Retention Credit pursuant to Section
2301 of the Coronavirus Aid, Relief, and Economic Security Act.
UNICAP Tax Services
a. Assist the Debtors with the analysis of costs under Section
471 of the Internal Revenue Code (including direct cost and
variance safe harbor tests) and current financial accounting
inventory costing system;
b. Assist the Debtors in interviews with accounting and
operational personnel;
c. Review the Debtors' identification of additional costs
under Section 263A of the IRC, including the allocation of mixed
service costs to inventory;
d. Review the computation of the absorption ratios under the
modified simplified method or simplified resale method, including
the calculation of additional costs under Section 263A of the IRC;
e. Review the Debtors' supporting workpapers for the 2019
Uniform Capitalization adjustment; and
f. Review a methodology overview write up supporting the 2019
UNICAP adjustment.
The Debtors will compensate KPMG as follows:
(a) Tax Compliance and Consulting Services (Sales, Use and
Other Tax). The fees for tax consulting services will be based on
the actual time incurred to complete the work at 70 percent of
KPMG's standard hourly rates for professionals involved in
providing these services. In addition, a technology fee in the
amount of $7,200 is billed during the first month of each
engagement year. The discounted hourly rates by professional level
for these services are as follows:
Partners/Managing Directors $868
Directors $784
Managers $616
Senior Associates $448
Associates $336
(b) Tax Compliance and Consulting Services (Federal, State and
Foreign Income Tax). The fees for the tax compliance services,
including services provided by KPMG International member firms,
will be based on the actual time incurred to complete the work at
60 percent of KPMG's standard hourly rates for professionals
involved in providing these services. In addition, a technology fee
in the amount of $5,000 will be billed. The discounted hourly rates
by professional level for these services are as follows:
Partners/Managing Directors $744
Directors $672
Managers $528
Senior Associates $384
Associates $288
(c) ERC Tax Services. Four workplans are contemplated under
the engagement letter dated as of May 26, 2020. The engagement
letter provides for a flat fee of $20,000 for the services rendered
under each of the first three workplans. The fees for the
services to be rendered under the fourth workplan will be based on
the actual time incurred to complete the work at 70 percent of
KPMG's standard hourly rates for professionals involved in
providing these services. The discounted hourly rates by
professional level for these services are as follows:
Partners/Managing Directors $868
Directors $784
Managers $616
Senior Associates $448
Associates $336
(d) UNICAP Tax Services: The fees for UNICAP tax services will
be based on the actual time incurred to complete the work at 60
percent of KPMG's standard hourly rates for professionals involved
in providing these services. The discounted hourly rates by
professional level for these services are as follows:
Partners/Managing Directors $744
Directors $672
Managers $528
Senior Associates $384
Associates $288
KPMG neither is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Kristin Ridgway
KPMG LLP
550 S Hope St
Los Angeles, CA 90071
Phone: +1 213-972-4000
About Lucky Brand Dungarees
Founded in Los Angeles, Calif. in 1990, Lucky Brand Dungarees, LLC
is an apparel lifestyle brand that designs, markets, sells,
distributes and licenses a collection of contemporary premium
fashion apparel under the "Lucky Brand" name. Visit
https://www.luckybrand.com for more information.
Lucky Brand and four of its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Texas Lead Case No.
20-11768) on July 3, 2020. Christopher Cansiani, chief financial
officer, signed the petitions. Judge Christopher S. Sontch presides
over the cases.
At the time of the filing, the Debtors disclosed assets of between
$100 million and $500 million and liabilities of the same range.
The Debtors have tapped Young Conaway Stargatt & Taylor LLP and
Latham & Watkins LLP as their legal counsel, Berkeley Research
Group, LLC as restructuring advisor, and Houlihan Lokey Capital,
Inc. as investment banker. Epiq Corporate Restructuring, LLC is
the claims and noticing agent.
On July 17, 2020, the U.S. Trustee for Region 3 appointed a
committee of unsecured creditors. Pachulski Stang Ziehl & Jones,
LLP and Alvarez & Marsal North America, LLC serve as the
committee's legal counsel and financial advisor, respectively.
MARIANINA OIL: Seeks to Hire Davidoff Hutcher as Attorney
---------------------------------------------------------
Marianina Oil Corp., seeks authority from the U.S. Bankruptcy Court
for the Southern District of New York to employ Davidoff Hutcher &
Citron LLP, as attorney to the Debtor.
Marianina Oil requires Davidoff Hutcher to:
a. give advice to the Debtor with respect to its powers and
duties as Debtor-in-Possession and the continued management
of its property and affairs;
b. negotiate with creditors of the Debtor and work out a plan
of reorganization and take the necessary legal steps in
order to effectuate such a plan including, if need be,
negotiations with the creditors and other parties in
interest;
c. prepare the necessary answers, orders, reports and other
legal papers required for the Debtor who seeks protection
from its creditors under Chapter 11 of the Bankruptcy Code;
d. appear before the Bankruptcy Court to protect the interest
of the Debtor and to represent the Debtor in all matters
pending before the Court;
e. attend meetings and negotiate with representatives of
creditors and other parties in interest;
f. advise the Debtor in connection with any potential
refinancing of secured debt and any potential sale of the
business;
g. represent the Debtor in connection with obtaining post-
petition financing;
h. take any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of
reorganization;
i. perform all other legal services for the Debtor which may
be necessary for the preservation of the Debtor's estate
and to promote the best interests of the Debtor, its
creditors and its estate.
Davidoff Hutcher will be paid at these hourly rates:
Attorneys $400 to $850
Paraprofessionals $195 to $375
Davidoff Hutcher will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Robert L. Rattet, a partner of Davidoff Hutcher & Citron LLP,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Davidoff Hutcher can be reached at:
Robert L. Rattet, Esq.
Jonathan S. Pasternak, Esq.
DAVIDOFF HUTCHER & CITRON LLP
605 Third Avenue
New York, NY 10158
Tel: (212) 557-7200
About Marianina Oil Corp.
Marianina Oil Corp. is engaged in activities related to real
estate. The company is the owner of fee simple title to a property
located at 34 East Post Road, White Plains, NY 10601, valued at
$1.6 million.
Marianina Oil Corp. filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 20-23070) on Sept. 23, 2020. The Hon. Robert D. Drain is
the case judge. DAVIDOFF HUTCHER & CITRON LLP, led by Robert L.
Rattet, Esq., is the Debtor's counsel. In the petition signed by
Frank Codella, president, the Debtor disclosed total assets of
$1,600,000 and total liabilities of $14,215,000 as of the filing.
MARK A. SELLERS, III: Pfeiffer Buying 2019 Audi Q7 for $48.5K
-------------------------------------------------------------
Mark A. Sellers, III asks the U.S. Bankruptcy Court for the Western
District of Michigan to authorize the sale of his 2019 Audi Q7
automobile, VIN WA1VJAF73KD001307, to Pfeiffer Lincoln, Inc. for
$48,500.
Included among the Debtor's assets is the Vehicle. In his
bankruptcy schedules, the Debtor listed the Vehicle as having a
fair market value of $52,518. The value was obtained by reference
to the Kelly Blue Book value for the Vehicle which was in effect
prior to the Petition Date.
The Vehicle is subject to a properly perfected lien held by Audi
Financial to secure a loan owed by the Debtor and his non-filing
spouse. As of the Petition Date the balance due on the Audi
Financial loan was $50,629.
Because Debtor has the use of another vehicle, he no longer
requires the use of the Vehicle. Since the Petition Date Debtor
has been attempting to sell the Vehicle for an amount which exceeds
Vehicle Loan balance. His attempts to sell the Vehicle for more
than the Vehicle Loan balance have been unsuccessful.
On Sept. 23, 2020, the Debtor obtained a current appraisal of the
Vehicle from Pfeiffer of Grand Rapids in the amount of $48,500.
The Appraisal expires Sept. 30, 2020. Based upon the Appraisal,
there is no equity in the Vehicle.
In conjunction with the appraisal, Pfeiffer has offered to purchase
the Vehicle from the Debtor for $48,500. Pfeiffer's offer is the
highest offer the Debtor has received for the vehicle since the
Petition Date. Monthly payments on the Vehicle Loan exceed $1,000.
The Debtor wishes to sell the Vehicle for as much as possible to
minimize the deficiency claim of Audi Financial.
The sale of the Vehicle will be on a "as is, where is" basis
without representation or warranty express or implied of any kind,
nature or description including without limitation any warranty by
description of merchantability, usability or fitness for any
particular purpose. The Debtor will not be required to inspect or
test or report on the condition of the Vehicle or of the existence
of any possible defects in the same.
Under these circumstances the Debtor believes immediate sale of the
Vehicle to Pfeiffer or for its appraised value is in the best
interest of creditors of the estate. He asks the Court to
authorize him to sell the Vehicle to Pfeiffer immediately for the
sum of no less than $48,500 and direct payment of the Vehicle's
sale proceeds to Audi Financial.
A copy of the Appraisal if available at
https://tinyurl.com/y3xpg3dc from PacerMonitor.com free of charge.
Counsel for the Debtor:
John T. Piggins, Esq.
45 Ottawa Ave SW. Suite 1100
P.O. Box 306
Grand Rapids, MI 49501-0306
Telephone: (616) 831-1700
Mark A. Sellers, III, sought Chapter 11 protection (Bankr. W.D.
Mich. Case No. 20-02619) on Aug. 11, 2020.
MARRERO GLASS: Gets Approval to Hire Bankruptcy Counsel
-------------------------------------------------------
Marrero Glass and Metal, Inc. received approval from the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to hire
Diana Dixon, Esq., of Dixon Law Office as its legal counsel.
The services Ms. Dixon will render are as follows:
a. advise Debtor of its powers, rights and duties in the
continued management and operation of its business;
b. provide legal advice and consultation related to the legal
and administrative requirements of operating the Debtor's Chapter
11 case;
c. take all necessary actions to protect and preserve the
Debtor's estate;
d. prepare legal papers;
e. represent the Debtor's interests at the meeting of
creditors;
f. assist the Debtor in the formulation, negotiation and
implementation of a Chapter 11 plan and all related documents;
g. advise the Debtor with respect to the use of cash
collateral as well as drafting and seeking approval of any
documents related thereto;
h. review and analyze all claims filed against the Debtor's
estate and represent the Debtor in connection with the possible
prosecution of objections to claims;
i. advise the Debtor concerning the assumption, assignments,
rejection or renegotiation of its executory contracts and unexpired
leases;
j. coordinate with other bankruptcy professionals to
rehabilitate the Debtor's affairs;
k. perform all other bankruptcy-related legal services for the
Debtor.
The attorney will be paid at the hourly rate of $375. The retainer
fee is $15,000.
Ms. Dixon is a disinterested person within the meaning of Sections
327 and 101 of the Bankruptcy Code.
Ms. Dixon holds office at:
Diana M. Dixon, Esq.
Dixon Law Office
107 N. Broad Street, Suite 307
Doylestown, PA 18901
Tel: 215-348-1500
Email: dianamdixonesq@gmail.com
About Marrero Glass and Metal Inc.
Marrero Glass and Metal, Inc. is a family-owned and operated
company that provides commercial glazing subcontracting services.
It also offers broken glass and door repair. Visit
https://marrerogminc.com for more information.
Marrero Glass filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-13762) on
Sept. 17, 2020. Marrero Glass Jaime V. Marrero signed the
petition.
At the time of filing, the Debtor estimated $100,000 to $500,000 in
assets and $1 million to $10 million in liabilities.
Judge Magdeline D. Coleman oversees the case. Diana M. Dixon,
Esq., at Dixon Law Office, serves as Debtor's legal counsel.
MCAFEE LLC: Moody's Reviews B2 CFR for Upgrade on IPO Announcement
------------------------------------------------------------------
Moody's Investors Service placed McAfee, LLC's ratings, including
the B2 corporate family rating, on review for upgrade following the
company's announcement to file an initial public offering (IPO).
The company's B2 senior secured first lien instrument and Caa1
senior secured second lien instrument ratings are also being placed
on review for upgrade, as well as the company's B2-PD Probability
of Default rating. The outlook has been changed to ratings under
review from stable.
The potential proceeds from the IPO to McAfee is expected to be
around $600 million before fees and expenses. Moody's expects
McAfee to use most of the net proceeds from the IPO to repay
existing debt. Additionally, current owners of McAfee are
contemplating selling over $100 million worth of shares during the
process, of which McAfee will receive no proceeds from.
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
The review will focus on capital structure and financial policies
post-closing of the IPO. McAfee has indicated that it will use
proceeds of the equity offering to repay second lien debt. With
proceeds from the IPO and subsequent paydown of debt, McAfee's
Debt/EBIDA leverage could decline to 5x or under based on results
for the twelve months ended June 30, 2020.
Although the largest shareholders post IPO will remain private
equity firms TPG Capital and Thoma Bravo as well as Intel Corp,
McAfee will benefit from the additional transparency associated
with becoming a publicly listed company and the potential for a
more conservative financial profile.
Moody's expects to conclude the review process after the completion
of the IPO. The review will also focus on the company's operating
strategy, cash flow profile, and financial policies (including
Board makeup and voting rights, M&A philosophy, and shareholder
returns) post-closing of the IPO.
A summary of the action follows:
On Review for Upgrade:
Issuer: McAfee, LLC
Corporate Family Rating, Placed on Review for Upgrade, currently
B2
Probability of Default Rating, Placed on Review for Upgrade,
currently B2-PD
Senior Secured 1st Lien Bank Credit Facility, Placed on Review for
Upgrade, currently B2 (LGD3)
Senior Secured 2nd Lien Bank Credit Facility, Placed on Review for
Upgrade, currently Caa1 (LGD6)
Outlook Actions:
Issuer: McAfee, LLC
Outlook, Changed to Rating Under Review from Stable
McAfee is a leading security software provider to consumer and
corporate customers. The company is headquartered in Santa Clara,
CA. Revenue for the last twelve months ended June 30, 2020 was
approximately $2.7 billion. The company is owned by private equity
firms TPG and Thoma Bravo as well as Intel Corp.
The principal methodology used in these ratings was Software
Industry published in August 2018.
MEGA BROADBAND: Moody's Assigns 'B2' CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
B2-PD Probability of Default rating to Mega Broadband Investments
Intermediate I, LLC ahead of its planned refinancing and
shareholder distribution. Moody's also assigned a B2 to Eagle
Broadband Investments, LLC's proposed issuance of a new $725
million Senior Secured Bank Credit Facility including a new 5-year,
$75 million Revolving Credit Facility (due 2025) and a new 7-year,
$650 million Term Loan B (due 2027). Eagle is the borrower on the
first lien bank credit facility. The outlook is stable.
Combined with cash, and term loan proceeds of $650 million, the
financing will be used to repay outstanding debt of approximately
$535 million, close to $100 million in dividends, plus transaction
fees and expenses. In conjunction with the proposed refinancing,
MBI and Cable One, Inc. (Ba3 stable) ("Cable One") have entered
into a definitive agreement allowing Cable One to make a strategic
investment in MBI. Cable One will purchase a 45% minority stake in
MBI from affiliates of GTCR LLC ("GTCR"), a private equity firm,
for approximately $574.1 million in cash, subject to adjustment. In
addition to the minority stake it will acquire, Cable One will have
the right to purchase the remaining interests in MBI at a
predetermined multiple of earnings beginning in 2023. The
transaction is expected to be completed during the fourth quarter
of 2020. Cable One expects to fund the transaction through cash on
hand.
Assignments:
Issuer: Mega Broadband Investments Intermediate I, LLC
Corporate Family Rating, Assigned B2
Probability of Default Rating, Assigned B2-PD
Issuer: Eagle Broadband Investments, LLC
Senior Secured Bank Credit Facility, Assigned B2 (LGD4)
Outlook Actions:
Issuer: Mega Broadband Investments Intermediate I, LLC
Outlook, Assigned Stable
Issuer: Eagle Broadband Investments, LLC
Outlook, Assigned Stable
RATINGS RATIONALE
Mega Broadband Investments Intermediate I, LLC credit profile is
constrained by governance risk with its private equity ownership
and a financial policy that tolerates high leverage. Its small
scale, concentrated business model and limited free cash flows are
also negative factors. Moody's also view the company's low market
penetration and reputational challenges caused by a previously
unreliable legacy network and recent disruption to service during
upgrades to be weaknesses in the credit profile. Supporting factors
include a strong and predictable business model with high margins,
and recurring revenues supported by sustained drivers for
high-speed data services lifted by the pandemic. The company also
has a strong market position with a robust network, capable of high
speeds following recent upgrades. The footprint is located in tier
II/III rural markets, with good geographic diversity across 16
states, with limited competition. Moody's also believe the stronger
strategic partner, Cable One (Ba3 stable), provides implicit
financial support and a clear exit / liquidity event.
The company also has good liquidity, supported by positive
operating cash flow, an undrawn $75 million revolving credit
facility, and covenant-lite loans. The credit profile also benefits
from a favorable maturity profile with no maturities for the next 5
years.
Moody's rates Eagle senior secured bank debt facility and senior
secured instruments B2 (LGD4), in line with the B2 CFR, reflecting
the company's B2-PD Probability of Default Rating and an average
expected family recovery rate of 50% at default as these
obligations account for the vast majority of the capital
structure.
The draft credit agreement contains certain provisions that creates
risk to lenders including carve-outs from protective covenants
that, subject to certain limitations, permits:
-- Incremental debt capacity immediately upon closing.
Specifically, a fixed amount that is equal to greater of $100
million and 100% of EBITDA/plus voluntary prepayments of pari passu
term loans and revolving loans (existing and incremental) plus:
additional first lien debt up to Closing Date First Lien Net
Leverage (which will be 6.5x), junior secured debt up to 0.75x
greater than Closing Date Senior Secured Net Leverage (i.e.,
7.25x), and unsecured debt up to 1.5x greater than Closing Date
Total Net Leverage (i.e., 8.0x) or greater than 2x Cash Interest
coverage ratio. Incremental debt capacity is also permitted if the
ratios are neutral in connection with an acquisition.
-- the ability to transfer assets or collateral out of the
restricted group (via the ability to designate any existing or
future acquired subsidiary, as an unrestricted subsidiary)
-- the potential release of guarantees (via partial dividends of
ownership interests or transactions of similar substance) with only
wholly-owned subsidiaries required to be guarantors (e.g.
guarantors shall not include any excluded subsidiaries)
-- the reduction and then elimination of the requirement to repay
debt from the net proceeds of asset sales subject to achieving
certain leverage levels, weakening control over collateral.
Specifically, 50% of proceeds must be used to repay debt at .5x
inside closing date first lien net leverage and no repayment is
required at 1x net leverage or less.
Its view of the covenant provisions above are based on draft
provisions during the marketing period and subject to change.
Environmental, Social, and Governance (ESG) considerations
MBI's financial policies reflect moderate governance risks. The
company is majority owned and controlled by private equity which
has a less than conservative financial policy that tolerates high
leverage and has the propensity to extract cash to achieve return
hurdles. At close, Moody's estimates the leverage ratio will be
approximately 6.7x. Moody's expects the ratio to fall to under 5.5x
within the next 12-18 months, primarily through organic EBITDA
growth and mandatory amortization (1% annually). Moody's also
regard the strategic investment from Cable One as a positive
governance factor.
The coronavirus outbreak, the government measures put in place to
contain it, and the weak global economic outlook continue to
disrupt economies and credit markets across sectors and regions.
Its analysis has considered the effect on the performance on the US
cable sector from the current weak US economic activity and a
gradual recovery for the coming months. Although an economic
recovery is underway, it is tenuous and its continuation will be
closely tied to containment of the virus. Moody's regards the
coronavirus outbreak as a social risk under its ESG framework,
given the substantial implications for public health and safety.
However, Moody's believes the cable sector has less exposure than
many others. Moody's believes subscriber losses in voice and video
have temporarily moderated, and there has been much greater demand
in residential broadband. Video viewership and engagement is rising
sharply, with subscribers spending extraordinary time watching TV
for news, and there has been a significant rise in viewership for
entertainment programming, with a complete shut-down of US cinemas.
Usage has become more evenly distributed with a sharp rise in
online commerce and the shift to remote work and distance
learning.
Any negative implications — disruptions to direct selling,
on-premise installations and service, small and medium sized
businesses, advertising, certain programming (sports and new
production / content), and operations (component supply chains,
construction / network upgrades) - will likely be only a temporary
and partial offset. Moody's expects higher bad debt expense and the
loss of advertising revenue will be the most significant most
negative implications, but largely offset by savings in operating
expenses with operators benefiting from lower sales, marketing, and
service costs.
RATING OUTLOOK
Its outlook reflects revenue growth in the mid to high single-digit
percent over the next 12-18 months. Revenue will rise to over $260
million, generating more than $120 million in EBITDA on margins in
the mid-to-high 40% range. Moody's expects leverage to be high,
near 6.7x at close, but falling to below 5.5x over the next 12-18
months with EBITDA growth and mandatory debt repayment. Moody's
expects CAPEX to revenues between 25%-30% and that free cash flow
to debt will be in the low single digits. All figures are Moody's
adjusted unless otherwise noted. Moody's expects liquidity to
remain good.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could consider an upgrade if:
-- Gross debt/EBITDA (Moody's adjusted) was sustained below 4.5x,
and
-- Free cash flow to gross debt (Moody's adjusted) was sustained
above 6%
An upgrade could also be considered if scale was larger, there was
more diversity in the business, or financial policy was more
conservative.
Moody's could consider a downgrade if:
-- Gross debt/EBITDA (Moody's adjusted) is sustained above 6.0x,
or
-- Free cash flow to gross debt (Moody's adjusted) is sustained
below low single digit percentage
A downgrade could also be considered if liquidity deteriorated,
performance weakened materially, or financial policy became more
aggressive.
MBI, headquartered in Rye Brook New York, doing business as Vyve
Broadband, provides video, high-speed internet and voice services
to residential and commercial customers in three rural regions
servicing sixteen markets located in the Northwest, Midsouth, and
the Southeast. As of the period ended June 30, 2020, the Company
served approximately 60 thousand video, 177 thousand high speed
data (HSD), and 21 thousand voice subscribers. Pro forma revenues
for the last twelve months ended June 30, 2020 were over $240
million. After closing, MBI will be majority owned by GTCR with the
remaining ownership interest owned by Cable One, Inc. (about 45%)
and management.
The principal methodology used in these ratings was Pay TV
published in December 2018.
MEGA BROADBAND: S&P Assigns 'B+' ICR; Outlook Stable
----------------------------------------------------
S&P Global Ratings assigned its 'B+' issuer credit rating to
U.S.-based internet and cable TV provider Mega Broadband
Investments Intermediate I LLC (d/b/a Vyve Broadband), which
reflects Vyve's favorable incumbent market position and incentives
for minority investor Cable One to provide financial support if
necessary, offset by elevated financial leverage, low penetration
rates and control by a private-equity sponsor.
S&P said, "We are also assigning our 'B+' issue-level and '3'
recovery ratings to the proposed senior secured debt facilities,
consisting of $75 million revolving credit facility due 2025 and a
$650 million term loan B due 2027. The '3' recovery rating reflects
our expectation of 50%-70% recovery (rounded estimate: 55%) in the
event of a default."
"The stable outlook reflects S&P Global Ratings' expectation that
strong growth from broadband will enable deleveraging potential of
more than 0.5x per year, but rating upside is limited over the next
year by relatively low penetration rates, required network
investments that will limit free operating cash flow, and an
aggressive financial policy."
"We believe that Vyve has the ability to reduce leverage to the
low-5x area by fiscal year-end 2021 but uncertainty exists around
financial policy over the next two to three years. Strong growth
in broadband translates to mid-teen-percent earnings growth for the
company, which should drive deleveraging. However, we expect the
company to continue to be acquisitive such that leverage remains
elevated over the near-to-intermediate term given the company's
willingness to increase debt to EBITDA above 5x to support mergers
and acquisitions (M&A)."
High-margin broadband revenue should continue to grow at a healthy
rate for at least the next two years driven by price increases and
subscriber growth. The increasing importance of high-speed data
(HSD) should enable Vyve to continue to monetize demand as
customers migrate to faster tiers to enable video streaming on
multiple devices, online gaming grows, and new applications emerge.
S&P Global Ratings believes Vyve will continue to grow subscribers
from market-share gains from telco competitors AT&T, CenturyLink,
and Frontier, which use copper-based infrastructure in about 81% of
Vyve's footprint.
S&P said, "We view the incumbent phone companies' digital
subscriber line (DSL) service as inferior to cable's broadband
product given its distance limitations and its low 25 Mbps speeds.
The remaining 19% of the company's footprint faces competition
primarily from regional and municipal operators providing
fiber-to-the-home service, which can offer comparable gigabit
speeds. The overbuilders in Vyve's markets are small in nature and
limited in scale, which is a credit positive given that most
overbuilders have proven to be tough competitors with aggressive
marketing strategies. We believe the substantial capital investment
needed to overbuild an incumbent network in these less dense
markets is prohibitive and creates a high barrier to entry for new
entrants such that Vyve will maintain superior speeds in the vast
majority of its footprint for the foreseeable future."
"We believe Vyve's participation in lower-income rural markets has
contributed to low HSD penetration rates. Despite Vyve's superior
broadband offerings, the company's residential penetration rates
for HSD are about 28%, which is well below that of most cable
incumbents that have penetration rates in the 45%-55% range. We
believe rural markets tend to lag in terms of high-speed internet
adoption in part because DSL and satellite video had been good
enough to meet the connectivity needs for these consumers. In
addition, Vyve's networks historically had been underinvested in,
offering speeds only moderately better than DSL. Therefore the
trade-off for faster, more expensive internet may not have been
that attractive to a demographic that skews older with lower income
and lower-than-average data requirements. However, as satellite TV
becomes more expensive and streaming digital content becomes more
mainstream, providers that offer superior speeds in these rural
markets should be able to increase broadband penetration closer to
rates found at most cable incumbents."
"We believe Vyve's business profile is comparable to Cable One's.
Both employ a similar strategy to increase broadband penetration
while deemphasizing video. This strategy has resulted in modestly
higher profit margins at Cable One than Vyve. However, Vyve
operates in less competitive markets, which could potentially drive
higher broadband subscriber growth such that its HSD penetration
rates approach or surpass Cable One's in the near-to-intermediate
term. Although Cable One is larger, the benefits of scale have been
reduced because the cable industry is transitioning away from video
as a key source of earnings."
"We expect the coronavirus pandemic and related recession to have a
limited effect on the company's earnings and cash flow. Vyve's
network investments have allowed it to offer internet speeds of up
to 1 gigabit per second to 85% of its footprint. Therefore, the
surge in demand for fast, reliable internet will only reinforce the
company's competitive advantage, which is evidenced by the 18%
year-over-year broadband subscriber growth it reported in the
second quarter of 2020. We do not forecast a significant pickup in
residential broadband churn given the utility-like nature of the
internet because we believe it is among the last services consumers
would likely drop due to economic hardship. While broadband
customers could aim to save money by switching to cheaper DSL
alternatives, we view this as less likely, particularly if DSL
connections are unable to provide the necessary level of
capabilities for many consumers."
"Among the biggest risks from the recession is the churn among
small to midsize businesses (SMBs) because they either temporarily
suspend their operations or permanently go out of business.
However, we have not seen much evidence of this to date as Vyve's
commercial services revenue (which accounts for about 18% of its
total sales) grew by 17% year-over-year in the second quarter of
2020. Still, we believe the company could report a moderate decline
in its commercial services revenue growth over the next year
depending on the pace of the economic recovery, the level of
quarantine restrictions, and the amount of government support
provided to SMBs."
"We believe Vyve's video churn will accelerate over the next year
as consumers attempt to save money by switching to cheaper
streaming alternatives, though the effect of this on its earnings
and cash flow will be modest because its video profit margins are
slim. Although the company's advertising revenue will likely
decline from the reduced number of local businesses in the market,
this segment only accounts for about 2% of Vyve's sales."
"Therefore, given the resiliency and increased demand for
high-margin broadband, we expect the company to expand its EBITDA
by 14%-16% over the next year despite the acceleration in video
cord-cutting, potentially lower SMB sales, and declining
advertising revenue."
"We believe the biggest threat to Vyve is potential price
regulation or subsidized competition under a Democratic
administration. Cable operators have enjoyed a relatively benign
regulatory environment over the past four years. However, if
Democrats take control of the Federal Communications Commission in
2021, they could reclassify cable operators as Title II service
providers, which would open the door to potential price caps.
Democrats have also proposed an $80 billion fund to promote
broadband competition as part of the $1.5 trillion Moving Forward
Act. Although we recognize that this could lead to increased
competition over the long term, the passage of this bill is highly
uncertain in the currently divisive political climate. We believe
the case for price regulation would be stronger in the future if
new competition does not emerge because the internet will become
increasingly important to the lives of consumers, although it's
unlikely in the near term given competing internet services such as
DSL still have relatively high penetration rates."
"We consider Vyve to be strategic to Cable One and input one-notch
of ratings uplift for its significant minority stake of 45%. We
believe Cable One (BB/Stable) has a strong interest in Vyve's
strategic direction given Cable One's go-forward board
representation. In addition, the transaction includes a put/call
structure that we believe provides a strong incentive for Cable One
to support the company under financial stress, given Cable One will
inevitably own Vyve by 2025. The call gives Cable One the right,
but not the obligation, to acquire the remaining equity interests
of Vyve between 2023 and 2024. The unconditional put gives private
equity sponsor GTCR the right, but not the obligation, to sell the
remaining equity interests to Cable One in the third quarter of
2025. The transaction is expected to close in the fourth quarter of
2020."
"Furthermore, we view Vyve as being in the upper end of our
business risk assessment relative to similarly rated peers, which
is reflected in the one-notch ratings uplift."
The stable outlook reflects S&P Global Ratings' expectation that
strong growth from broadband will offset any COVID-19 headwinds in
commercial services, such that leverage declines to the low-5x area
from 6x pro forma the transaction.
S&P said, "We could lower the rating if the company completes a
debt-financed acquisition or dividend that pushes leverage above
6.5x."
"We could raise the rating if Vyve's leverage declined to below 5x
and we were confident that financial policy considerations would
not lead to higher leverage. In addition, we could raise the rating
if broadband penetration reaches 35% on mid-single-digit-percent
broadband subscriber growth, which would reflect an improved
business risk profile."
METAL PARTNERS: Sale of Substantially All Assets to JRC Approved
----------------------------------------------------------------
Judge August N. Landis of the U.S. Bankruptcy Court for the
District of Nevada authorized Metal Partners Rebar, LLC and its
debtor affiliates to sell substantially all their assets to JRC
OpCo, LLC, pursuant to their Amended Asset Purchase Agreement.
The Stalking Horse Purchaser has agreed to acquire substantially
all of the Debtors' assets for a cash payment of an amount equal to
the outstanding debt owed to JPMorgan Chase Bank, N.A, immediately
prior to closing, under the Prepetition Credit Agreement and the
Pos-tpetition Credit Agreement collectively, less $2 million, and
the assumption of certain related operating liabilities.
As of the date of closing of the Sale, provided that the Purchaser
has paid any Cure Amount set forth on Exhibit B, the Assigned
Contracts and Leases that are executory contracts or unexpired
leases will be deemed to have been assumed by the Debtors and
assigned to the Purchaser.
The sale is free and clear of all Interests, with all such
Interests to attach to the proceeds of the Sale.
Without limiting the foregoing, any lease of the California Real
Estate granted by debtor BCG Ownco, LLC in favor of debtor Metal
Partners Rebar, LLC ("MPR") is deemed to be terminated and of no
further force and effect as of the Closing of the Sale. BCG and
MPR are authorized and directed to execute such documents,
including a termination of lease, as may be reasonably requested by
the Purchaser to evidence such lease termination.
Upon the Closing of the Sale, the Debtors are authorized to pay all
Proceeds to JPMorgan Chase Bank, N.A. for application to its
postpetition and prepetition claims against the Debtors subject to
and in accordance with the final cash collateral and postpetition
financing order entered in the Case. For avoidance of doubt in
this regard, otherwise unpaid United States Trustee fees that
accrue through the Closing Date (including, without limitation,
such fees that arise as a result of the closing of the Sale) will
be included and paid from the "Closing Date Accrual Advance" under
and as defined the Final DIP Order.
Notwithstanding anything in the Order to the contrary, the
assumption and assignment to the Purchaser of the Master Lease
Agreement Schedules between Wells Fargo Financial Leasing, Inc., as
agent for HYG Financial Services, Inc. ("WF"), and either BGD LV
Holding, LLC or MPR, as the case may be, is subject to, and
conditioned upon, the execution of mutually acceptable assignment
and assumption agreements between WF, the Purchaser, and
respectively, BGD and MPR, as the case may be.
Notwithstanding the order of parties' filing UCC-1 financing
statements against the Purchaser with respect to the Purchaser's
assets, including the existing UCC-1 financing statement filed by
JPMorgan, WF will continue to have a first priority security
interest in the equipment covered by the Master Lease Agreement
Schedules to secure amounts due under the Master Lease Agreement
Schedules. WF may, in addition, amend its existing UCC-1 financing
statements or file its own new UCC-1 financing statements against
the Purchaser, with respect to the equipment covered by the Master
Lease Agreement Schedules, and such WF UCC-1 financing statement
will be prior and senior to any financing statements of JPMorgan
related to the subject equipment.
Crestmark Vendor Finance, a division of MetaBank has a first
priority security interest with respect to certain equipment
described in that certain Equipment Finance Agreement 153253
between the Debtors and Crestmark's predecessor in interest.
Notwithstanding anything in the Order to the contrary, in
resolution of the Limited Objection and Reservation of Rights filed
by Crestmark, the Purchaser has agreed to assume, and have assigned
to it, the rights and obligations of the Debtors under the
Crestmark Agreement in their entirety upon the Closing of the Sale.
Subsequent to the Closing of the Sale, Purchaser will pay all
amounts thereafter payable under the Crestmark Agreement as they
come due thereunder. Additionally, the Purchaser will pay fees and
costs incurred by Crestmark, not to exceed $7,500, at the Closing
of the Sale. For the avoidance of doubt, the Crestmark Equipment
will not be sold to the Purchaser free and clear of Crestmark's
liens but, rather, such Equipment will be sold to the Purchaser
subject to such liens.
Notwithstanding the order of parties' filing UCC-1 financing
statements against the Purchaser with respect to the Purchaser's
assets, including the existing UCC-1 financing statement filed by
JPMorgan, Crestmark will continue to have a first priority security
interest in the Crestmark Equipment to secure amounts due under the
Crestmark Agreement upon the sale of the Crestmark Equipment to
Purchaser. Crestmark, the Purchaser and JPMorgan have consented to
the sale of the Crestmark Equipment and the assumption and
assignment of the Crestmark Agreement on these terms.
As related relief, the Final DIP Order is amended to replace the
date of "Oct. 9, 2020" in its definition of "Termination Date" with
the date "Dec. 31, 2020."
Notwithstanding the provisions of Bankruptcy Rules 6004(h) and
6006(d), the Order will be effective and enforceable immediately
upon its entry will not be stayed for 14 days after its entry.
A hearing on the Motion was held on Oct. 5, 2020 at 9:30 a.m.
A copy of the Amended Agreement is available at
https://tinyurl.com/yy4upgtv from PacerMonitor.com free of charge.
About Metal Partners Rebar
Metal Partners Rebar, LLC and four affiliates concurrently filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Nev. Lead Case No. 20-12878) on June 16, 2020. The
petitions were signed by Joseph Tedesco, chief financial officer.
At the time of the filing, Metal Partners Rebar listed estimated
assets of $10 million to $50 million and estimated liabilities of
$50 million to $100 million; BGD LV Holding, LLC, was estimated to
have assets of $0 to $50,000 and estimated liabilities of the same
range; BRG Holding, LLC, was estimated to have assets of $1 million
to $10 million and estimated liabilities of $10 million to $50
million; and BCG Ownco, LLC, was estimated to have assets of $1
million to $10 million and estimated liabilities of $10 million to
$50 million.
Hon. Mike K. Nakagawa oversees the cases.
The Debtors tapped Saul Ewing Arnstein & Lehr LLP as their
bankruptcy counsel; Larson & Zirzow, LLC as general reorganization
co-counsel; High Ridge Partners, LLC as financial advisor; and SSG
Advisors, LLC as investment banker.
MOUNTAIN PROVINCE: Reports Third Quarter 2020 Production Results
----------------------------------------------------------------
Mountain Province Diamonds Inc. announced production results for
the third quarter ended Sept. 30, 2020 from the Gahcho Kue Diamond
Mine. All figures are expressed in Canadian dollars unless
otherwise noted.
Q3 Highlights
(all figures reported on a 100% basis unless otherwise stated)
* 9,880,757 total tonnes mined, a 16% decrease on comparable
period (Q3 2019: 11,742,138).
* 889,340 ore tonnes mined, an 11% decrease on comparable
period
(Q3 2019: 1,004,828).
* 821,049 ore tonnes treated, an 8% decrease on comparable
period
(Q3 2019: 890,325).
* 1,794,408 carats recovered at an average grade of 2.19 carats
per tonne, a 17% increase on comparable quarter (Q3 2019:
1,528,494 carats at 1.72).
The variance in the latest quarterly production figures compared to
same period last year, and specifically the total ore and waste
tonnes mined, continue to be affected as a direct result of the
impacts of COVID-19 on mine operations. As previously announced,
reduced levels of personnel, travel restrictions to and from site,
revised health and safety protocols on site, and new operating
procedures to reduce the risk of COVID-19 are some of the key
driving factors in the lower production figures.
However, and on a more positive note, the latest quarterly
productions figures are significantly better than what was achieved
during Q2 2020 as mine operations have started to adapt to the new
protocols in place. The higher total carats and grade in Q3 2020
can be attributed to the mining and treatment of 5034 pit.
Stuart Brown, the Company's president and chief executive officer,
commented:
"We are pleased with the latest quarterly production figures
considering the impacts of COVID-19 on operations over the past few
months. We have dramatically improved our mining operations from
the previous quarter (Q2 2020) by achieving 30% more in total
tonnes mined and we expect this trend to continue into the next
quarter. Total carats and grades were also higher in Q3, primarily
as a result of mining from the 5034 pit where grades are higher
than other parts of the ore body."
"As previously announced, we have resumed our traditional selling
channels, having completed our first sale during the COVID-19
Pandemic in September, with the next sale scheduled to close at the
end of October. Overall, things are starting to trend in the right
direction for the Company considering the ongoing challenges of
COVID-19."
About Mountain Province Diamonds
Mountain Province Diamonds -- http://www.mountainprovince.com-- is
a 49% participant with De Beers Group in the Gahcho Kue diamond
mine located in Canada's Northwest Territories. The Gahcho Kue
Joint Venture property consists of several kimberlites that are
actively being mined, developed, and explored for future
development. The Company also controls 67,164 hectares of highly
prospective mineral claims and leases immediately adjacent to the
Gahcho Kue Joint Venture property that include an indicated mineral
resource at the Kelvin kimberlite and inferred mineral resources
for the Faraday kimberlites.
Mountain Province reported a net loss of C$128.76 million for the
year ended Dec. 31, 2019, compared to a net loss of C$18.93 million
for the year ended Dec. 31, 2018.
* * *
As reported by the TCR on July 21, 2020, Moody's Investors Service
downgraded Mountain Province Diamonds Inc.'s Corporate Family
rating to Caa3 from Caa1. The downgrade of MPD's rating reflects
Moody's view that the company will be challenged to repay its
revolving credit facility as per its revolving credit facility
waiver agreement given the current difficult rough diamond market
as the coronavirus pandemic has further weakened prices and sales
volumes, as well as the increased risk that the company
enters into a debt restructuring transaction.
In May 2020, S&P Global Ratings lowered its issuer credit rating on
Toronto-based Mountain Province Diamonds Inc. (MPV) and its
issue-level rating on the company's second-lien secured notes to
'CCC-' from 'CCC+'. "We believe MPV faces a high risk of
exhausting its liquidity within the next several months, and
increased likelihood for engaging in a debt restructuring
transaction we view as a distressed," S&P said.
As reported by the TCR on Aug. 28, 2020, Fitch Ratings downgraded
Mountain Province Diamonds Inc.'s (MPVD) Issuer Default Rating to
'CCC' from 'B-'. The downgrade reflects materially lower diamond
prices and the currently challenged diamond market due to
coronavirus pandemic implications.
MUJI USA: Closes All Seven Stores in California
-----------------------------------------------
David Moin, writing for WWD, reports that Muji U.S.A., one of the
many retail victims of COVID-19, will permanently close all seven
of its stores in California as part of the company's Chapter 11
restructuring.
The locations are in Los Angeles on the Third Street Promenade,
Hollywood, Santa Anita, Stanford, San Jose, Santa Monica and San
Francisco.
The Chapter 11 filing in Delaware by Muji U.S.A on July 20 does not
impact the Japanese retailer's operations in Canada, Japan, and
elsewhere around the globe, the company said.
Muji plans to use the court-supervised Chapter 11 process "to
navigate the impacts of COVID-19 on brick-and-mortar retail and to
reposition the brand's e-commerce business as customer behavior has
shifted to online shopping as a result of the pandemic."
Satoshi Okazaki, chief executive officer of Muji U.S.A. commented,
"At Muji we are so thankful for our customers and the community who
have supported our stores throughout the years. We are especially
grateful to our California community. As we work through the
restructuring process, we hope to someday bring brick-and-mortar
Muji stores back to California, and look forward to serving our
California customers online in the meantime."
Muji is known for its clean Asian aesthetic, multifarious
merchandising and moderate prices. The stores average around 8,000
square feet and sell everything from plants, stationery, refillable
gel pens, mattresses and sheets, to skin care, cleaning systems,
marshmallows, containers, cookies and curry, as well as men's,
women's and kids wear, and sandals.
When the company filed for Chapter 11 restructuring, it said it
would close "a small number of its brick-and-mortar stores" as it
focuses more on its online offerings.
Prior to the coronavirus outbreak, Muji had ambitious expansion
plans for the U.S., considering opening 100 locations in five
years, as well as a hotel on the West Coast. The California
closings leave about 12 Muji stores continuing to operate.
COVID-19 aside, Japanese retailers have a poor track record in
America. Takashimaya, Mitsukoshi, Itokin and Isetan all came and
went, and business at Uniqlo, Muji’s biggest competitor globally,
has been tough in the U.S., outside of major urban areas.
However, Muji stores did seem to be gaining acceptance, with good
traffic seen at its Fifth Avenue and Hudson Yards stores in
Manhattan prior to the pandemic, possibly due to its relatively
small reliance on the fickle fashion category and its inexpensive,
home and gift-oriented assortment.
About Muji USA
Muji U.S.A. Limited is a retailer of a wide variety of products,
including household goods, apparel and food. It was originally
founded in Japan in 1980. Visit https://www.muji.com for more
information.
Muji U.S.A. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 20-11805) on July 10, 2020. At the
time of the filing, Debtor disclosed assets of between $50 million
and $100 million and liabilities of the same range. Judge Mary F.
Walrath oversees the case.
The Debtor has tapped Greenberg Traurig LLP as its legal counsel,
Mackinac Partners LLC as financial advisor, B. Riley Real Estate
LLC as real property lease consultant, and Donlin, Recano & Company
Inc. as claims and noticing agent.
MUJI USA: Closure of Branches Reflects Huge Shift to E-Shopping
---------------------------------------------------------------
Brian Xi, writing for Study Breaks, reports that MUJI's closure of
its California locations is largely due to COVID-19, but it also
reflects a larger, seemingly involuntary shift toward online
shopping in the retail industry. Yet, this move might not bode
particularly well for MUJI, whose mission to offer "simple,
low-cost, good quality products" has relied heavily on the layout
of its brick and mortar shops.
With scented diffusers, plain wood furnishings and neat
organization, browsing through the store was an experience in
itself. For many, this unique design has drawn customers back to
MUJI, because looking through the store was often just as rewarding
as purchasing the items. The comfortable, clean aesthetic upon
which MUJI has established its brand seems inseparable from its
shops.
Additionally, MUJI's mission of creating simple, "rational"
products goes beyond interior design and down to the very product
packaging itself. The company designs items without overbearing
logos, and they streamline this process so much that product
stickers and instruction manuals are oftentimes in Japanese.
Whether the items are sold in the United States or another part of
the world, standardization is MUJI's norm. A price tag sticker is
the only differentiator between a pen sold in Japan and a pen sold
in the United States. Fortunately, the simplicity of the company's
items usually means that instruction guides aren't even necessary,
and the lack of extraneous packaging also fits into the company’s
emphasis on "resource-saving" and "sustainability."
Prior to the closure of its physical locations, MUJI's simplicity
never came at the expense of customer satisfaction; for example,
after purchasing a notebook, you could customize it with the stamp
table that was inside each store. MUJI's interior resembled that of
a hardware store at times, with the ability to buy items not in
bulk, but one by one. Items like clocks, flashlights and various
cosmetics always had samples for testing. This methodical way of
shopping further reflected MUJI's emphasis on "rational
satisfaction."
Such details are impossible to recreate on the internet. Toru
Tsunoda, the man responsible for overseeing MUJI's entry into the
American market, said that "There are things we just can't
replicate for you online — the aroma diffusers, food-tasting
sessions or the pen-and-pad testing area." And even if other MUJI
stores are continuing operations, the pandemic has forced them to
expand their online presence regardless, which brings some
uncertainty as to what extent the MUJI experience can be replicated
digitally, if at all.
At the same time, MUJI's reputation as a quality, no-brand company
suggests that this restructuring might not pose as many problems as
it might for other fashion retailers. Thus far, MUJI has fared
quite successfully with its company mission that goes against
everything that American consumerism stands for, and transitioning
online might be less of a hurdle. Tsunoda continues by explaining
that "It doesn't matter if someone only buys a pen when they visit;
if they use that pen and it works for them, they'll come back and
try our other products." The consistency of MUJI's items could
encourage existing customers to continue to bring their patronage
there, whether online or in-store. Tsunoda said that "They'll bring
in others with them" as well.
However, it's obvious that closing stores will decrease MUJI's
exposure to a large portion of first-time shoppers. With locations
in many prominent cities, many stumble upon MUJI by accident.
That’s certainly what happened to me when I visited one of the
locations in China a few years ago.
Ginza, Tokyo's most luxurious shopping district, hosts the
company's global flagship location with more than seven stories.
Locations in California included Hollywood Boulevard, Santa
Monica's Third Street Promenade, San Francisco's SoMa and others
— all of which were practically guaranteed to attract more people
than regular malls due to their prime location.
According to Nikkei Asian Review, the world's largest financial
newspaper, "The outlets are located in prime locations like New
York’s Times Square and 5th Avenue — places that come with
exorbitant rent. Taking on the lopsided lease payments was
considered a strategic decision in terms of expanding globally."
Unfortunately, recent decreases in consumer spending have made
MUJI’s California locations untenable for the foreseeable
future.
MUJI will continue to operate its 12 other locations in the country
in the meantime, and all its stores outside the United States are
running uninterrupted too. In fact, MUJI plans to expand its
current network of 970 stores to 1,138 stores by August 2021.
The entire retail industry in the United States has been steadily
transitioning from brick and mortar stores to e-commerce, and the
pandemic has only exacerbated this process. For niche brands, like
MUJI, and even prominent ones, like H&M, Zara and GAP, the decision
to close stores is necessary to keep operating expenses in line.
MUJI's move to diversify its brand into restaurants and even hotels
is a smart move to make itself resistant to the shift toward online
shopping, but not everything is immune. One thing MUJI can count on
is its unique mission, and it's something that seems likely to make
MUJI here to stay.
About Muji U.S.A. Limited
Muji U.S.A. Limited is a retailer of a wide variety of products,
including household goods, apparel and food. It was originally
founded in Japan in 1980. Visit https://www.muji.com for more
information.
Muji U.S.A. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 20-11805) on July 10, 2020. At the
time of the filing, Debtor disclosed assets of between $50 million
and $100 million and liabilities of the same range. Judge Mary F.
Walrath oversees the case.
The Debtor has tapped Greenberg Traurig LLP as its legal counsel,
Mackinac Partners LLC as financial advisor, B. Riley Real Estate
LLC as real property lease consultant, and Donlin, Recano & Company
Inc. as claims and noticing agent.
MUNCHERY INC: $15K Sale of Class Action Settlement Claim Approved
-----------------------------------------------------------------
Judge Hannah L. Blumenstiel of the U.S. Bankruptcy Court for the
Northern District of California authorized Munchery, Inc.'s sale of
interest in a possible settlement claim in the litigation pending
before the U.S. District Court for the Eastern District of New
York, In re Payment Card Interchange Fee and Merchant Discount
Antitrust Litigation, Case No. 05-MD-1720 (MKB), to a confidential
buyer for $15,000, subject to overbid.
The sale pursuant to overbid/auction described in the Motion is
approved.
Pursuant to the Agreement:
a. On or before the Closing Date, Munchery will transfer its
interest in the Settlement Claim to the Buyer, and the Buyer will
purchase the Settlement Claim from Munchery. Munchery will perform
all actions reasonably necessary to effectuate the transfer of the
Settlement Claim to the Buyer.
b. Subject to the overbid/auction provisions, the Buyer will
pay to Munchery $15,000 on the Closing Date.
c. The Buyer will pay as a deposit to Munchery one half of the
Purchase Price. The deposit will be applied to the Purchase Price
if the Buyer is the ultimate purchaser of the Settlement Claim.
d. After the effective date of the Agreement, and before the
Closing Date, Munchery may solicit overbids from third parties for
the Settlement Claim.
e. Munchery may establish, in its sole discretion, any
overbid/auction procedures. It reserves the right, in its sole
discretion, to refuse bids which do not, in its sole opinion,
conform with the terms of the overbid/auction procedures.
f. Munchery will, in its sole discretion, determine the
highest and/or best bid and whether the bid is higher and/or better
than that provided for in the Agreement, and may ask Court approval
of any bid it determines is the highest or best. If an overbid is
accepted, then Munchery will refund any deposit amounts paid by the
Buyer and/or other unsuccessful bidders within five days of the
Closing Date.
g. The Closing Date is 15 days after the Court enters an order
approving the Agreement. On the Closing Date, the Buyer will
deliver the remaining amount of the Purchase Price, and the Parties
will exchange any documents as may be reasonably necessary to
affect the transactions.
h. The Agreement will terminate if the Court does not enter an
order approving it 90 days after the Agreement Date. Upon such
termination, Munchery will immediately refund any payment of the
Purchase Price made by the Buyer.
i. Munchery agrees to use reasonable measures to keep the
identity of the Buyer confidential but Buyer understands that the
Court or the Official Committee of Unsecured Creditors may require
disclosure.
j. In the event of any dispute between the Parties concerning
the terms and provisions of the Agreement, the party prevailing in
such dispute will be entitled to collect from the other party all
costs incurred in such dispute, including reasonable attorneys’
fees.
k. Munchery agrees that: (a) Munchery will use commercially
reasonable efforts to provide, duly execute or deliver, or cause to
be provided, duly executed or delivered, to the Buyer such further
information and instruments reasonably available to it or under its
possession, custody or control and do and cause to be done such
further acts as may be reasonably necessary or proper to respond to
any audit or inquiry regarding the Settlement Claim; and (b) to the
extent any decision needs to be made or vote taken among the
plaintiffs relating to the Settlement Claim and any party does not
recognize the Buyer as the rightful owner of the Sale Assets for
any reason, then Munchery will consult with and follow the
direction of the Buyer. Munchery will be obligated as set forth
during the 60-day period immediately following the Closing Date, at
Munchery’s expense; and following such 60-day period, Munchery
will be obligated as set forth above only on a best efforts basis
to the extent requested by the Buyer, at the reasonable expense of
the Buyer.
Munchery is authorized to take the steps it deems necessary to
carry out the agreement and sale pursuant to overbid/auction
without further Court order.
The 14-day stay of Bankruptcy Rule 6004(h) is waived.
About Munchery
Munchery, Inc. d/b/a Munchery -- http://www.munchery.com/-- is a
food delivery startup offering "fresh, local, and delicious" meals
to its customers across the country. On Jan. 21, 2019 Munchery
ceased business operations and all its employees were terminated.
Munchery filed a Chapter 11 petition (Bankr. N.D. Cal. Case No.
19-30232) on Feb. 28, 2019. The petition was signed by James
Beriker, president and CEO. The case is assigned to Judge Hannah
L. Blumenstiel. At the time of filing, Munchery was estimated to
have $1 million to $10 million in assets and $10 million to $50
million in liabilities.
Munchery tapped Finestone Hayes LLP as its bankruptcy counsel;
Armanino LLP as its financial consultant; and Omni Management Group
as its noticing agent.
MUNCHERY INC: Selling Class Action Settlement Claim for $15K
------------------------------------------------------------
Munchery, Inc. asks the U.S. Bankruptcy Court for the Northern
District of California to authorize the sale of sale of interest in
a possible settlement claim in the litigation pending before the
U.S. District Court for the Eastern District of New York, In re
Payment Card Interchange Fee and Merchant Discount Antitrust
Litigation, Case No. 05-MD-1720 (MKB), to a confidential buyer for
$15,000, subject to overbid.
Munchery is a class action member in the Class Action, alleging
that Visa and MasterCard fixed interchange fees at anticompetitive
levels in violation of United States antitrust law. On Dec. 13,
2019, the District Court granted final approval to a settlement in
the Class Action. An appeal of the final approval order was filed
on Jan. 3, 2020.
At this time, it is unknown how long the appeal process will take.
As a Class Action member, Munchery has rights to a possible
distribution from the Class Action settlement. No claims forms are
currently available and no deadline to file claims has been set.
Munchery has preregistered to receive a claim form.
Munchery identified and contacted 37 entities, which typically
purchase class action settlement claims and/or bankruptcy estate
assets, as possible buyers of the Settlement Claim. Of those, four
expressed interest in purchasing the Settlement Claim. Munchery
asked each of the four interested entities to submit initial bids
on the Settlement Claim, which would then be sold pursuant to
overbid/auction procedures. The highest bid received was $15,000.
Munchery entered into a Settlement Claim Purchase Agreement with
the Buyer, the highest bidder, dated Sept. 18, 2020. Due to the
proprietary and trade secret nature of the methods used to value
claims in the Class Action, the Buyer requested that its identity
remain confidential. None of the interested entities, nor the
Buyer, have any relationship with Munchery, its counsel, or any
other
entity or individual involved in the bankruptcy case.
In conformance with the provisions set forth by the confirmed
Chapter 11 Plan, on Sept. 23, 2020, Munchery's counsel received the
consent of the Oversight Committee of the sale contemplated by the
Motion and the Agreement, including the identity of the Buyer.
Also on Sept. 23, 2020, the Buyer's deposit was received by
Munchery's counsel.
Pursuant to the Agreement, and subject to Court approval:
a. On or before the Closing Date, Munchery will transfer its
interest in the Settlement Claim to the Buyer, and the Buyer will
purchase the Settlement Claim from Munchery. Munchery will perform
all actions reasonably necessary to effectuate the transfer of the
Settlement Claim to the Buyer.
b. Subject to the overbid/auction provisions, the Buyer will
pay to Munchery $15,000 on the Closing Date.
c. The Buyer will pay as a deposit to Munchery one half of the
Purchase Price. The deposit will be applied to the Purchase Price
if the Buyer is the ultimate purchaser of the Settlement Claim.
d. After the effective date of the Agreement, and before the
Closing Date, Munchery may solicit overbids from third parties for
the Settlement Claim.
e. Munchery may establish, in its sole discretion, any
overbid/auction procedures. It reserves the right, in its sole
discretion, to refuse bids which do not, in its sole opinion,
conform with the terms of the overbid/auction procedures.
f. Munchery will, in its sole discretion, determine the
highest and/or best bid and whether the bid is higher and/or better
than that provided for in the Agreement, and may ask Court approval
of any bid it determines is the highest or best. If an overbid is
accepted, then Munchery will refund any deposit amounts paid by the
Buyer and/or other unsuccessful bidders within five days of the
Closing Date.
g. The Closing Date is 15 days after the Court enters an order
approving the Agreement. On the Closing Date, the Buyer will
deliver the remaining amount of the Purchase Price, and the Parties
will exchange any documents as may be reasonably necessary to
affect the transactions.
h. The Agreement will terminate if the Court does not enter an
order approving it 90 days after the Agreement Date. Upon such
termination, Munchery will immediately refund any payment of the
Purchase Price made by the Buyer.
i. Munchery agrees to use reasonable measures to keep the
identity of the Buyer confidential but Buyer understands that the
Court or the Official Committee of Unsecured Creditors may require
disclosure.
j. In the event of any dispute between the Parties concerning
the terms and provisions of the Agreement, the party prevailing in
such dispute will be entitled to collect from the other party all
costs incurred in such dispute, including reasonable attorneys’
fees.
k. Munchery agrees that: (a) Munchery will use commercially
reasonable efforts to provide, duly execute or deliver, or cause to
be provided, duly executed or delivered, to the Buyer such further
information and instruments reasonably available to it or under its
possession, custody or control and do and cause to be done such
further acts as may be reasonably necessary or proper to respond to
any audit or inquiry regarding the Settlement Claim; and (b) to the
extent any decision needs to be made or vote taken among the
plaintiffs relating to the Settlement Claim and any party does not
recognize the Buyer as the rightful owner of the Sale Assets for
any reason, then Munchery will consult with and follow the
direction of the Buyer. Munchery will be obligated as set forth
during the 60-day period immediately following the Closing Date, at
Munchery’s expense; and following such 60-day period, Munchery
will be obligated as set forth above only on a best efforts basis
to the extent requested by the Buyer, at the reasonable expense of
the Buyer.
Munchery asks that the Court to waive the stay otherwise imposed by
Rule 62(a) of the Federal Rules of Civil Procedure and/or
Bankruptcy Rule 6004(h).
About Munchery
Munchery, Inc. d/b/a Munchery -- http://www.munchery.com/-- is a
food delivery startup offering "fresh, local, and delicious" meals
to its customers across the country. On Jan. 21, 2019 Munchery
ceased business operations and all its employees were terminated.
Munchery filed a Chapter 11 petition (Bankr. N.D. Cal. Case No.
19-30232) on Feb. 28, 2019. The petition was signed by James
Beriker, president and CEO. The case is assigned to Judge Hannah
L. Blumenstiel. At the time of filing, Munchery estimated $1
million to $10 million in assets and $10 million to $50 million in
liabilities.
Munchery tapped Finestone Hayes LLP as its bankruptcy counsel;
Armanino LLP as its financial consultant; and Omni Management Group
as its noticing agent.
NATIONAL MEDICAL: Row Revived on Bank's Role in Bankruptcy Filing
-----------------------------------------------------------------
Alex Wolfe of Bloomberg Law reports that a medical imaging service
provider will get another chance to seek a jury trial against U.S.
Bank NA over an alleged bad-faith involuntary bankruptcy filing
after losing an appeal earlier this year.
The U.S. Court of Appeals for the Third Circuit Tuesday granted
National Medical Imaging LLC's rehearing petition, agreeing to take
another look at its June decision affirming lower court findings in
favor of U.S. Bank and others.
NMI, which is no longer in active business, maintained that it's
entitled to a jury trial on potential punitive damages against U.S.
Bank for initiating an involuntary bankruptcy 12 years ago.
About National Medical
National Medical Imaging, LLC and National Medical Imaging Holding
Company, LLC provide medical and diagnostic laboratory services
with principal place of business located at 1425 Brickell Ave.,
Apt. 57E, Miami.
On June 12, 2020, National Medical Imaging and National Medical
Imaging Holding Company filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Penn. Lead Case No.
20-12618). At the time of the filings, each Debtor disclosed
assets of $10 million to $50 million and liabilities of the same
range.
Debtors have tapped Dilworth Paxson LLP as their bankruptcy counsel
and Kaufman, Coren & Ress, P.C. and Karalis P.C. as their special
counsel.
Prior to Debtors' voluntary Chapter 11 filing, DVI Receivables
Trusts and other creditors filed involuntary Chapter 11 petitions
(Bankr. E.D. Pa. Case Nos. 05-12714 and 05-12719) against Debtors
on March 3, 2005.
In 2014, National Medical Imaging hit U.S. Bank N.A. and eight
others with a $50 million lawsuit in Pennsylvania federal court
alleging the bank ruined its business by forcing it into
involuntary bankruptcy proceedings just as it was beginning to
implement a turnaround plan. National Medical Imaging claims that
the involuntary bankruptcy petitions ultimately destroyed its
business even though the cases were ultimately tossed.
NEIMAN MARCUS: Nixes the Dollar Retirement Benefits of Execs.
-------------------------------------------------------------
Dallas Morning News reports that the present and former top execs
of Dallas-based Neiman Marcus will not get their big dollar
retirement benefits.
The luxury retailer nixed its supplemental retirement plans as a
result of its Chapter 11 bankruptcy filing; the plans were only
offered to top tier officials. Retiree medical benefits have also
been eliminated.
The decision does not affect a qualified pension plan that covers
over 10-thousand current and retired employees, or its 401k
program, according to the Dallas Morning News.
About 50 current top executives qualified for the extra benefits.
About Neiman Marcus Group
Neiman Marcus Group LTD, LLC -- https://www.neimanmarcus.com/ -- is
a luxury omni-channel retailer conducting store and online
operations principally under the Neiman Marcus, Bergdorf Goodman,
and Last Call brand names. It also operates the Horchow e-commerce
website offering luxury home furnishings and accessories. Since
opening in 1907 with just one store in Dallas, Neiman Marcus and
its affiliates have strategically grown to 67 stores across the
United States.
Weeks after being forced to temporarily shutter stores due to the
coronavirus pandemic, Neiman Marcus Group and 23 affiliates sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-32519) on
May 7, 2020, after reaching an agreement with a significant
majority of our creditors to undergo a financial restructuring that
will substantially reduce the Company's debt load, and provide
access to considerable financing to ensure business continuity.
Kirkland & Ellis LLP is serving as legal counsel to the Company,
Lazard Ltd. is serving as the Company's investment banker, and
Berkeley Research Group is serving as the Company's financial
advisor. Stretto is the claims agent, maintaining the page
https://cases.stretto.com/NMG
Judge David R. Jones oversees the cases.
The Extended Term Loan Lenders are represented by Wachtell, Lipton,
Rosen & Katz as legal counsel, and Ducera Partners LLC as
investment banker.
The Noteholders are represented by Paul, Weiss, Rifkind, Wharton &
Garrison LLP as legal counsel and Houlihan Lokey as investment
banker.
NEW COTAI: Court Enters Plan Confirmation Order
-----------------------------------------------
Judge Robert D. Drain has entered findings of fact, conclusions of
law and order confirming the Amended Joint Chapter 11 Plan of
Reorganization of New Cotai Holdings, LLC and its Debtor
Affiliates.
The Debtors have proposed the Plan (including the Plan Documents
and all other documents necessary or appropriate to effectuate the
Plan) in good faith with the legitimate and honest purpose of
maximizing the value of the Debtors' Estates, and not by any means
forbidden by law.
In determining that the Plan has been proposed in good faith, the
Court has examined the totality of the circumstances surrounding
the filing of the Chapter 11 Cases and the formulation of the Plan.
The Debtors' good faith is evident from the facts and record of
the Chapter 11 Cases, including the retention of Mr. Brecker to
serve as an independent fiduciary of the Debtors, the retention of
Mr. Wall and DLA Piper in connection with the Investigation, the
mutual decision among the Debtors' key stakeholders to resolve the
IPO claims, the negotiation and execution of the Plan Support
Agreement by holders of more than 99% of the Debtors' funded debt,
the adequacy of the disclosures contained in the Disclosure
Statement, the Debtors' efforts to ensure that all opportunities to
participate in significant transactions during these Chapter 11
Cases were fair and inclusive, the Confirmation Declarations, and
the record of the Confirmation Hearing.
The Plan was the product of extensive negotiations conducted at
arm's length among the Debtors, Silver Point, and the Consenting
Noteholders. Accordingly, the requirements of section 1129(a)(3) of
the Bankruptcy Code are satisfied.
A full-text copy of the order dated August 27, 2020, is available
at https://tinyurl.com/y374t66p from PacerMonitor.com at no
charge.
About New Cotai Holdings
New Cotai Holdings, LLC, and certain of its affiliates were formed
for the purpose of investing in what is now Studio City
International Holdings Limited. Studio City International, together
with its subsidiaries, owns the Studio City project, an integrated
resort comprising entertainment, retail, hotel and gaming
facilities located in the Macau Special Administrative Region of
the People's Republic of China. Affiliates of investment funds
managed by Silver Point Capital, L.P. own a direct or indirect
controlling interest in each of the Debtors. The Debtors have no
employees.
New Cotai Holdings and four affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No.19-22911) on May 1, 2019. The petitions were signed by David
Reganato, authorized signatory. The cases are assigned to Judge
Robert D. Drain. At the time of filing, New Cotai was estimated to
have $100 million to $500 million in assets and $500 million to $1
billion in liabilities.
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP, as
counsel; Houlihan Lokey Capital, Inc., as financial advisor; and
Prime Clerk LLC, as noticing, claims and balloting agent.
NEW COTAI: Noteholders Get 97% of Equity in Plan
------------------------------------------------
Daniel Hill of Bloomberg Law reports that New Cotai Holdings LLC, a
bankrupt casino investment vehicle controlled by hedge fund Silver
Point Capital LLC, won approval of its reorganization plan that
swaps debt for equity.
The holders of notes worth a total of the $856 million will receive
97% of the equity in the company emerging from bankruptcy,
according to the plan. The other 3% will go to current equity
holders of New Cotai, which was created to hold an equity interest
in Macau casino operator Studio City International Holdings Ltd.
Pre-bankruptcy funded debt of $856.5 million will be canceled under
the plan.
About New Cotai Holdings LLC
New Cotai Holdings, LLC, and certain of its affiliates were formed
for the purpose of investing in what is now Studio City
International Holdings Limited. Studio City International, together
with its subsidiaries, owns the Studio City project, an
integrated resort comprising entertainment, retail, hotel and
gaming facilities located in the Macau Special Administrative
Region of the People's Republic of China. Affiliates of investment
funds managed by Silver Point Capital, L.P., own a direct or
indirect controlling interest in each of the Debtors. The Debtors
have no employees.
New Cotai Holdings and four affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No.19-22911) on May 1, 2019. The petitions were signed by David
Reganato, authorized signatory. The cases are assigned to Judge
Robert D. Drain. At the time of filing, New Cotai was estimated to
have $100 million to $500 million in assets and $500 million to $1
billion in liabilities.
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP, as
counsel; Houlihan Lokey Capital, Inc., as financial advisor; and
Prime Clerk LLC, as noticing, claims and balloting agent.
NEW YORK OPTICAL: Seeks Approval to Hire Bankruptcy Attorney
------------------------------------------------------------
New York Optical-International, Inc. seeks authority from the U.S.
Bankruptcy Court for the Southern District of Florida to hire David
Langley, Esq., an attorney practicing in Plantation, Fla.
The services that will be provided by the attorney are as follows:
a. advise the Debtor regarding its powers and duties and the
continued management of its business operations;
b. advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
c. prepare legal documents;
d. protect the interests of the Debtor in all matters pending
before the court; and
e. represent the Debtor in negotiation with its creditors in
the preparation of a Chapter 11 plan.
The attorney will be paid based upon his normal hourly billing
rates. He will also be reimbursed for out-of-pocket expenses
incurred.
Mr. Langley disclosed in court filings that he is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
Mr. Langley holds office at:
David W. Langley, Esq.
8551 W. Sunrise Boulevard, Suite 303
Plantation, FL 33322
Tel: (954) 356-0450
Fax: (954) 356-0451
Email: dave@flalawyer.com
About New York Optical
New York Optical-International, Inc. is a company that offers
optical products. It conducts business under the name Tuscany
Eyewear.
New York Optical-International sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-17961) on July
22, 2020. The petition was signed by New York
Optical-International President Wayne R. Goldman.
At the time of the filing, the Debtor disclosed assets of between
$1 million and $10 million and liabilities of the same range.
Judge Scott M. Grossman oversees the case. David W. Langley, Esq.,
serves as the Debtor's bankruptcy attorney.
NNN 400 CAPITAL: Firm Must Disgorge Fees Amid Ethical Violations
----------------------------------------------------------------
In the bankruptcy cases of NNN 400 Capitol Center 16, LLC and its
affiliates, the United States Trustee and the defendants in a
related adversary proceeding alleged that, among other things,
Rubin & Rubin, PA:
(1) entered into an improper fee sharing arrangement with a
loan broker pre-petition and failed to disclose the agreement at
the time of its retention;
(2) filed a false sworn statement with the Court at the time
of its retention stating it did not have any fee sharing
agreements;
(3) failed to seek retention of the same loan broker
post-petition;
(4) entered into another improper fee sharing agreement with
the loan broker post-petition without disclosure to the Court;
(5) caused to pay the expenses of the loan broker
post-petition without Court approval;
(6) failed to disclose at the time of its retention its'
pre-petition presentation of the Debtors' real estate property
manager (and a creditor of the Debtors), a conflict of interest,
and a direct violation of its own engagement agreement with the
Debtors; and
(7) filed a false sworn statement that it did not represent
any of the Debtors' creditors pre-petition.
Because of these alleged violations, the Trustee and the Defendants
sought the disqualification of Rubin & Rubin as well as
disgorgement of all its fees and expenses.
Having considered all the evidence presented, Bankruptcy Judge John
T. Dorsey agreed that Rubin & Rubin committed numerous ethical
violations, disregarded the disclosure requirements of the
Bankruptcy Code and Rules, made false sworn statements of fact in
connection with its retention, and disregarded the orders of the
Court. As a result, the Court ordered the disqualification of Rubin
& Rubin to act as counsel to the Debtors and ordered the
disgorgement of all fees and expenses paid, or to be paid, to Rubin
& Rubin in connection with its representation of the Debtors. In
addition, the Court ordered Rubin & Rubin to reimburse the Debtors'
estates for an unauthorized payment to a third party.
The Debtors comprise a group of individual limited liability
companies created to acquire an ownership interest in the Regions
Center, an office building located in Little Rock, Arkansas, as an
Internal Revenue Code Section 1031 tax deferred exchange. On April
16, 2016, the Debtors retained Rubin & Rubin as counsel to advise
them in evaluating and potentially restructuring their
tenants-in-common ownership interests. At the time, the loan was
facing a looming maturity date. Attempts to refinance the Regions
Center's debt failed and the loan defaulted. The Debtors filed for
bankruptcy protection on December 9, 2016 after the lenders filed a
foreclosure action. In 2018, after disputes with lender and the
loan servicers regarding refinancing efforts, Debtors filed the
Adversary alleging breach of contract and related claims.
In September 2016, as a part of its effort to help the Debtors
refinance their loan, Rubin & Rubin engaged the services of Seth
Denison of Hart Advisors to assist with identifying a lender to
refinance the loan. Rubin & Rubin asserts that there was no
"formal" written retention agreement outlining Denison's work on
behalf of the Debtors. There are, however, emails containing Mark
Rubin's and Denison's understanding of the agreement. Rubin & Rubin
claims that Denison worked on a non-exclusive basis to procure a
lender that would provide refinancing for the Debtors' loan. If
Denison were successful, he and/or Hart Advisors would have been
entitled to 1% of the loan amount as a commission. At the
Disqualification Hearing, Rubin contradicted that testimony by
asserting that the commission would not necessarily be applied to
Rubin & Rubin's fees, but could have been applied to any of the
closing costs which included Rubin & Rubin's fees. Rubin & Rubin
failed to disclose this pre-petition arrangement in its retention
application. Rubin also failed to disclose this arrangement in his
sworn declaration in support of Rubin & Rubin's retention. More
troubling, Rubin failed to disclose the arrangement in his
supplemental declaration in support of Rubin & Rubin's retention
filed at the direction of the Court after being sanctioned for
disclosure violations related to Rubin & Rubin's initial retention
as special counsel to the Debtors.
The Defendants as well as the US Trustee also brought to the
Court's attention that Rubin & Rubin represented Moses Tucker, the
Debtors' property manager, in connection with a possible
pre-petition transaction involving the Regions Center. This
representation was confirmed by both Rubin & Rubin and Moses Tucker
during depositions. Once again, Rubin & Rubin failed to disclose
this representation in connection with its original retention
application or after being sanctioned for a previously discovered
disclosure violation.
Moses Tucker, the Debtors' pre- and post-petition property manager,
is also one of the Debtor's largest unsecured creditors. During
discovery in the Adversary, Rubin testified twice under oath during
depositions that Rubin & Rubin represented Moses Tucker
pre-petition and refused to answer certain questions based upon an
alleged attorney/client privilege.
The Court held Rubin & Rubin violated Bankruptcy Code section
327(e) and Rule 2014 by failing to make full and accurate
disclosures, and made false statements in connection with its
retention both during its initial application for retention, and
following the Court's order to amend its disclosures.
The Court stated that Rubin & Rubin's representation of Moses
Tucker and its principals raises additional concerns about
conflicts of interest between Rubin & Rubin and the Debtors. The
Attorney-In-Fact for Doris Eidel, owner of TIC 26, testified at the
Disqualification Hearing that he made edits to Rubin & Rubin's
proposed engagement agreement that included a specific prohibition
on Rubin & Rubin's representation of Moses Tucker. Despite this
explicit prohibition, Rubin & Rubin undertook the representation of
Moses Tucker without obtaining explicit written waivers from the
Debtors.
On the issue of the fee splitting agreement, the Court held that as
attorneys representing the Debtors, Rubin & Rubin had an
affirmative duty to disclose the fee sharing arrangement with
Denison, even though the payment would not come from the estate.
From Rubin's own words, this compensation was for Rubin & Rubin's
"participation and assistance in securing the loan." Work done on
behalf of the Debtors to close a refinancing transaction is
certainly in "contemplation of or in connection with" a Chapter 11
case that was filed to stave off a foreclosure. Rubin & Rubin
failed to disclose to the Court, at any point, the fee sharing
arrangement with Denison, let alone any of its details. The
agreement was not disclosed at the outset of the case or anytime
thereafter, nor was it disclosed in August of 2019 when the Court
specifically ordered Rubin & Rubin to "update the required
disclosures to provide full and accurate information" related to
its retention. That directive, without a doubt, included disclosure
requirements under section 329.
The Court also stated that the post-petition fee splitting
agreement between Denison and Rubin also runs afoul of section
327(e) and the Model Rules of Professional Conduct. Under Model
Rule 1.8, an attorney may not obtain a pecuniary interest adverse
to the client unless the attorney obtains informed consent in
writing and advises the client to seek advice from other counsel.
The Court said Rubin neither informed the Debtors of the agreement
with Denison nor obtain informed written consent to enter into the
agreement.
Rubin & Rubin argues that the Representation Agreement contains an
informed waiver by the Debtors. The Court disagreed, saying the
Representation Agreement does not meet the necessary standards
under Model Rule 1.8. The short section in the Representation
Agreement to which Rubin & Rubin points neither explains nor
mentions the agreement to share the Denison Commission, nor is
there any evidence that Rubin advised the Debtors of the
desirability of seeking the advice of independent counsel after
entering into the agreement with Denison. Since the Representation
Agreement was entered into before Rubin & Rubin's fee splitting
agreement with Denison, such an agreement could not have been in
the contemplation of the Debtors when they agreed to Rubin &
Rubin's representation. Also, contrary to Rubin & Rubin's position,
the Representation Agreement purports to give Rubin & Rubin the
sole authority to enter into agreements with third parties.
Clearly, the terms of the engagement agreement are insufficient to
satisfy the stringent requirements of Model Rule 1.8 to obtain a
knowing waiver.
Furthermore, unlike Model Rule 1.8, section 327(e) provides no
basis for obtaining a waiver of its requirements to avoid adverse
interests. The Code outright prohibits the employment of attorneys
who "represent or hold any interest adverse to the debtor or to the
estate." Therefore, by entering into the agreement to share the
Denison Commission, Rubin & Rubin rendered itself ineligible to
serve as special counsel to the Debtors, the Court held.
The bankruptcy case is in re: NNN 400 CAPITAL CENTER 16, LLC, et
al., Chapter 11, Debtor(s),Case No. 16-12728 (JTD), Jointly
Administered No. D.I. 446, 459, 462 (Bankr. D. Del.).
A copy of the Court's Memorandum Opinion and Order is available at
https://bit.ly/2IwhLal from Leagle.com.
About NNN 400 Capitol Center 16
NNN 400 Capitol Center 16, LLC and 23 of its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 16-12728) on Dec. 9, 2016. The petitions were signed
by Charles D. Laird and Peggy Laird on behalf of Charles D. Laird
and Peggy Laird Revocable Trust dated April 21, 1999, as member.
On June 5, 2017, NNN 400 Capitol Center, LLC and seven other
affiliates of NNN 400 Capitol Center 16 filed Chapter 11 petitions.
The cases are jointly administered under Case No. 16-12728.
At the time of filing, NNN 400 Capitol Center 16, NNN 400 Capitol
Center 10 and NNN 400 Capitol Center 11 estimated both assets and
liabilities at $10 million to $50 million each.
Judge Kevin Gross oversees the cases.
Whiteford, Taylor & Preston, LLC, served as the Debtors' bankruptcy
counsel while Rubin and Rubin, P.A. served as their special
counsel. Jeremy Rosenthal of Force Ten Partners, LLC served as the
Debtors' chief restructuring officer.
NOBLE CORPORATION: Hires Savills Inc. as Real Estate Broker
-----------------------------------------------------------
Noble Corporation PLC, and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ Savills Inc., as real estate broker to the Debtor.
The Debtor maintains an office lease for their office space at
13135 Dairy Ashford, Sugar Land, Texas 77478 (the "Sugar Land
Office"). The Debtors requires Savills Inc. to assist with
renegotiation of the Sugar Land Office while in bankruptcy.
Savills Inc. will be paid as follows:
(a) for a transaction other than a renegotiation of Debtors'
current lease, a market commission of 4% of the aggregate
gross lease or sublease rent for the lease or sublease
term to be paid by the lessor under the lease or sublease;
or
(b) for a transaction involving a restructuring or
renegotiation of the Sugar Land Office lease, a fee equal
to 2% of savings generated from such restructuring or
renegotiation and shall be capped at a fee of $400,000 to
be paid by the Debtors (collectively the "Fees").
Mark O'Donnell, partner of Savills 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.
Savills Inc. can be reached at:
Mark O'Donnell
SAVILLS INC.
609 Main Street, Suite 2850
Houston, TX 77002
Tel: (713) 522-5300
About Noble Corporation
Noble Corporation plc -- http://www.noblecorp.com/-- is an
offshore drilling contractor for the oil and gas industry. It
provides contract drilling services to the international oil and
gas industry with its global fleet of mobile offshore drilling
units. Noble Corporation focuses on a balanced, high-specification
fleet of floating and jackup rigs and the deployment of its
drilling rigs in oil and gas basins around the world.
On July 31, 2020, Noble Corporation and its affiliates filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Tex. Lead Case No. 20-33826). Richard B. Barker,
chief financial officer, signed the petitions. Debtors disclosed
total assets of $7,261,099,000 and total liabilities of
$4,664,567,000 as of March 31, 2020.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP and
Porter Hedges LLP as legal counsel; Smyser Kaplan & Veselka,
L.L.P., McAughan Deaver PLLC, and Baker Botts L.L.P. as special
counsel; AlixPartners, LLP as financial advisor; and Evercore Group
LLC as investment banker. Epiq Corporate Restructuring, LLC is the
claims and noticing agent.
NORTHERN LOCAL SD 1: Moody's Cuts General Obligation Ratings to Ba1
-------------------------------------------------------------------
Moody's Investors Service has downgraded Northern Local School
District, OH's general obligation unlimited tax (GOULT) and general
obligation limited tax (GOLT) ratings to Ba1 from Baa3. The Ba1
rating applies to the district's outstanding GOULT debt of $2
million and GOLT debt of $230,000. The outlook has been revised to
stable from negative.
RATINGS RATIONALE
The downgrade to Ba1 reflects the continued narrowing of reserves
resulting from an underfunded self-insurance plan along with
revenue reductions from the State of Ohio (Aa1 stable) which have
further constrained resources. Additionally, the tax base is
moderately sized and somewhat concentrated with average resident
income levels, a low debt burden and long-term pressure related to
two underfunded cost sharing pension plans in which the district
participates.
The absence of distinction between the GOULT and GOLT ratings
reflects an equivalent general obligation pledge based on headroom
test. GOLT debt service is payable from the district's continuing
4.2 mill permanent improvement levy approved by voters in May 1999.
Coverage is estimated at 7x fiscal 2020 debt service.
Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. The coronavirus crisis is not a key driver for this
rating action. Moody's does not see any material immediate credit
risks for the district. The situation surrounding the coronavirus
is rapidly evolving and the longer-term impact will depend on both
the severity and duration of the crisis. If its view of the credit
quality of the district changes, Moody's will update the rating
and/or outlook at that time.
RATING OUTLOOK
The outlook is stable reflecting its expectation of a modest
improvement in reserves though reserves will remain very narrow
with continued reliance on cash flow borrowing to support
operations absent new revenues. The outlook also reflects its
expectation that the district's projected narrow reserve levels are
expected to support the current rating level.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
- Sustained strengthening of operating fund balance and
liquidity
- Significant tax base expansion and economic diversification
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
- Any further narrowing of operating reserves or liquidity
- Growth in the debt or pension burden
LEGAL SECURITY
Debt service on the district's GOULT debt is secured by the
authorization and pledge to levy property taxes unlimited as to
rate or amount to pay debt service.
Debt service on the district's GOLT debt is secured by the
district's irrevocable pledge payable from the district's
continuing 4.2 mill permanent improvement levy approved by voters
in May 1999. Coverage is estimated at 7x fiscal 2020 debt service,
the final maturity for the issuance.
PROFILE
Northern Local School District is in central Ohio 40 miles east of
Columbus (Aaa stable) in primarily Perry (A1) and a small portion
of Licking (Aa2) and Fairfield (Aa2) counties, and serves the
villages of Thornville, Glenford, and Somerset and portions of
surrounding communities. The district operates three elementary
schools, one middle school, and one high school, providing
kindergarten through twelfth grade education to about 2,200
students as of the 2019 academic year. The district's population
totals 14,100.
METHODOLOGY
The principal methodology used in these ratings was US Local
Government General Obligation Debt published in July 2020.
NORTHSTAR GROUP: Moody's Assigns B2 CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service assigned first-time ratings to NorthStar
Group Services, Inc., including a B2 Corporate Family Rating, a
B2-PD Probability of Default Rating and B2 rating on the company's
proposed senior secured term loan. The outlook is stable.
The rating assignments follow the company's plan to issue a new
$555 million term loan due 2027, the proceeds of which will be used
to refinance its existing debt and pay a dividend to its private
equity owner, J.F. Lehman & Company, along with some balance sheet
cash. In connection with the transaction, NorthStar will be
combined with Waste Control Specialists, LLC ("WCS"), a waste
disposal facility (also owned by JFLCO), which will be a
co-borrower on the new debt. Moody's views the sizeable $322
million dividend to JFLCO, the third distribution within the last
twelve months, as aggressive and reflective of elevated governance
risk, making it likely that financial leverage will be elevated
going forward, which is incorporated in the ratings.
RATINGS RATIONALE
The ratings, including the B2 CFR, consider NorthStar's diversified
operating model and technical expertise in its niche areas,
including the handling and disposal of hazardous waste, which is
complemented by a unique high-value asset in WCS. These factors
position the company to benefit from future nuclear plant
deconstruction and decommissioning ("D&D") projects given the
limited number of providers with the technical expertise and to
capture meaningful contracts in its other businesses. This should
support good cash flow generation through 2021. The contractual
nature of services, particularly for large multi-year projects that
are underpinned by longstanding customer relationships, also
provide good revenue visibility. A long-tenured management team
aids in securing these contracts and managing the execution of the
lengthy contract periods. Nonetheless, the cash flows are likely to
be irregular given the nature of the business. The services are
partly driven by the need for customers to comply with strict and
increasing state and federal environmental regulations.
At the same time, NorthStar is exposed to revenue volatility from
the irregularity of large-scale weather events affecting its
property damage response and restoration business, and the variable
timing of its large volume of small projects, albeit often on
retainers or master service agreements. The company's business
results in high customer concentration, which often changes over
time as contracts are completed and new contracts are started.
There is considerable operating risk given the nature of the
business. NorthStar is also exposed to the event-driven nature of
D&D projects and their vulnerability to delays or disruptions,
including from operational risks. As well, the company operates in
a competitive bidding landscape for its services, including for D&D
projects that benefit from large trust funds.
Further reflected in the ratings is NorthStar's heightened risk of
aggressive financial policies, leading to high financial leverage.
Moody's anticipates debt-to-EBITDA will approach the mid 5x range
pro forma (including Moody's standard adjustments), which is
elevated for the business profile. The leverage profile should
improve towards 5x (albeit still high) over the next year with a
ramp in activity from recently awarded large contracts.
Moody's expects NorthStar to maintain adequate liquidity over the
next 12-18 months, with modest cash balanced by expectations of
ample ABL revolver availability and positive free cash flow
generation, with at least mid to high single-digit range free cash
flow to adjusted debt. The cash flow profile should progressively
improve with a ramp up in activity from contracted large projects.
The new debt structure includes a $100 million ABL revolving credit
facility due 2025, to be undrawn at close of the transaction. The
proposed ABL revolving credit facility is expected to be modestly
used beyond letters of credit likely needed to support further D&D
awards in upcoming years. Near-term debt maturities are the
expected term loan amortization payments of approximately $5.6
million (1%) annually. The ABL revolver is subject to only a
springing leverage covenant to be tested if the excess availability
is less than the greater of 10% of the borrowing base (capped at
the facility size) or $8 million. There are no term loan financial
maintenance covenants.
From an ESG perspective, NorthStar is exposed to environmental
risks, including potential headline risk and remediation costs for
pollution tied to its nuclear D&D and disposal services. This is
tempered by the company's insurance coverage and positive safety
record. In terms of social risks, the company is exposed to
workforce disruptions from union labor, about 50% of its employee
base, although its union relations are deemed satisfactory.
The stable outlook reflects Moody's expectation of solid organic
revenue growth and greater free cash flow from the contracted book
of business, and the company's good position to capitalize on
potential upcoming D&D projects and future large projects in its
commercial/industrial deconstruction business. This should support
debt reduction and deleveraging from the pro forma level. The
stable outlook incorporates Moody's expectation of adequate
liquidity.
Moody's took the following rating actions for NorthStar Group
Services, Inc.:
Assignments:
Corporate Family Rating, Assigned B2
Probability of Default Rating, Assigned B2-PD
Senior Secured Term Loan, Assigned B2 (LGD4)
Outlook Actions:
Outlook, Assigned Stable
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded with deteriorating liquidity,
including expectations of weaker than expected free cash flow or
diminishing revolver availability. A meaningful disruption in the
performance on any major contract or delay in the company's large
contracted projects, or failure to capture a good portion of
upcoming D&D or commercial/industrial deconstruction awards could
also drive a negative rating action. The ratings could also be
downgraded with expectations of weakening performance, including
sustained EBIT margin erosion, debt-to-EBITDA expected to remain
above 5x or EBIT-to-interest below 2.5x. A major accident related
to radioactive or hazardous material handling could also lead to a
downgrade, as could debt funded acquisitions or further dividends
that increase leverage or weaken liquidity.
The ratings could be upgraded with accelerated and consistent
growth in margins and free cash flow driven by an increase in
contract wins on upcoming nuclear plant D&D projects and commercial
deconstruction projects, such that debt-to-EBITDA is expected to
remain below 4x. This would be accompanied by a more conservative
financial policy and maintenance of a good liquidity profile.
The principal methodology used in these ratings was Environmental
Services and Waste Management Companies published in April 2018.
NorthStar Group Services Inc. provides a range of services,
including commercial and industrial deconstruction; property damage
response and restoration; nuclear decommissioning, deconstruction
and waste disposal; and environmental coal ash remediation and soil
stabilization services. Revenues approximated $722 million for the
last twelve months ended June 30, 2020. This is pro forma for
NorthStar's combination with Waste Control Specialists, LLC, a
disposal facility in West Texas that processes, treats, stores and
disposes of radioactive and other hazardous waste, and June 2020
acquisition of Heneghan Wrecking, a Chicago-based demolition
company.
OCULAR THERAPEUTIX: Incurs $36.6 Million Net Loss in 2nd Quarter
----------------------------------------------------------------
Ocular Therapeutix, Inc., filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
and comprehensive loss of $36.57 million on $1.57 million of net
total revenue for the three months ended June 30, 2020, compared to
a net loss and comprehensive loss of $24.45 million on $650,000 of
net total revenue for the three months ended June 30, 2019.
For the six months ended June 30, 2020, the Company reported a net
loss and comprehensive loss of $58.08 million on $4.18 million of
net total revenue compared to a net loss and comprehensive loss of
$41.58 million on $1.14 million of net total revenue for the same
period during the prior year.
As of June 30, 2020, the Company had $107.26 million in total
assets, $101.92 million in total liabilities, and $5.34 million in
total stockholders' equity.
The Company has limited history of commercialization of DEXTENZA
and ReSure Sealant and lacks sufficient historical evidence to
determine whether it will receive sufficient revenues from its
sales of DEXTENZA and ReSure Sealant to fund operations.
Therefore, along with its accumulated deficit, history of losses
and negative cash flows from operations, management has concluded
that there is substantial doubt about the Company's ability to
continue as a going concern. The Company has incurred losses and
negative cash flows from operations since its inception, and the
Company expects to continue to generate operating losses and
negative cash flows from operations in the foreseeable future. As
of June 30, 2020, the Company had an accumulated deficit of
$441,695,000.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1393434/000155837020009817/ocul-20200630x10q.htm
About Ocular Therapeutix
Headquartered in Bedford, MA, Ocular Therapeutix, Inc. --
http://www.ocutx.com/-- is a biopharmaceutical company focused on
the formulation, development, and commercialization of innovative
therapies for diseases and conditions of the eye using its
proprietary bioresorbable hydrogel-based formulation technology.
Ocular Therapeutix's first commercial drug product, DEXTENZA, is
FDA-approved for the treatment of ocular inflammation and pain
following ophthalmic surgery.
Ocular Therapeutix recorded a net loss of $86.37 million for the
year ended Dec. 31, 2019, compared to a net loss of $59.97 million
for the year ended Dec. 31, 2018. As of June 30, 2020, the Company
had $107.26 million in total assets, $101.92 million in total
liabilities, and $5.34 million in total stockholders' equity.
PricewaterhouseCoopers LLP, in Boston, Massachusetts, the Company's
auditor since 2008, issued a "going concern" qualification in its
report dated March 12, 2020, citing that the Company has incurred
losses and negative cash flows from operations since its inception
that raise substantial doubt about its ability to continue as a
going concern.
PAI HOLDCO: Moody's Assigns 'B2' CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service assigned first-time ratings to PAI
Holdco, Inc. including a B2 corporate family rating, a B2-PD
probability of default rating and a B1 rating to the proposed
first-lien senior secured term loan. The outlook is stable.
The rating assignments reflect elevated leverage (pro forma
debt-to-EBITDA approaching 6x including Moody's standard
adjustments) and Moody's expectation for modest free cash flow
driven by the need to maintain large and growing inventory levels.
The liquidity position is modest with expectations to hold nominal
cash on the balance sheet along with an ABL facility that is small
relative to the revenue base. Governance considerations acknowledge
private equity ownership and the risk that Parts Authority could
undertake a debt-funded distribution or large acquisition to
further enhance scale in a highly competitive and fragmented
industry. Accordingly, financial policy was a key consideration in
the rating outcome.
The rating assignments follow the company's plan to raise new
senior secured debt - a $125 million asset-based loan (ABL)
facility (unrated), a $600 million first-lien term loan and a $200
million second-lien term loan (unrated) -- to help fund Kohlberg &
Company's acquisition of a majority stake in Parts Authority. The
remaining financing is comprised of cash equity from the private
equity sponsors and company management.
RATINGS RATIONALE
The ratings reflect Parts Authority's good scale ($1.5 billion in
revenues) and diversification as an aftermarket parts distributor
serving a large and aging North American car parc. Parts Authority
benefits from the favorable dynamics of the automotive aftermarket
parts sector, including limited flexibility to defer critical
replacement parts, which has allowed it to generate relatively
consistent organic revenue growth over the years. Acquisitions have
supplemented organic growth, illustrating the large and fragmented
nature of the automotive aftermarket. The business model is
highlighted by maintaining a large inventory of product SKUs
distributed through a hub and spoke system capable of delivering
parts quickly. The overwhelming majority of gross profit is derived
from aftermarket parts installers and e-commerce which serves as a
natural extension of the installer business. This leaves Parts
Authority well-positioned to capitalize on the increasing trend of
do-it-for-me (DIFM) demand as car repairs have become increasingly
more challenging with hybrids and electrification.
The ratings also consider Parts Authority's uneven track record of
free cash flow generation (cash flow from operations less capital
expenditures less dividends) due to the need to maintain robust
inventory levels through all seasons and economic cycles. Moody's
adjusted debt-to-EBITDA is expected to be in the mid-5x range by
year-end 2021 with free cash flow positive of at least $10 million.
Moody's anticipates margins to modestly improve through 2021 as
e-commerce revenues steadily climb.
The rating outlook is stable, indicative of the largely steady
performance of aftermarket automotive parts providers even through
economic downturns. Improving earnings and debt repayment from free
cash flow should enable de-levering through 2021, notwithstanding
debt-financed acquisitions.
Parts Authority has adequate liquidity with Moody's expectations
for nominal cash on the balance sheet and for free cash flow to be
modestly positive for 2021. The proposed $125 million ABL facility
set to expire in 2025 is expected to incur only occasional usage.
The facility is subject to a springing fixed charge covenant tested
when availability is less than the greater of 10% of current
availability or $12.5 million - the term loan does not have
financial maintenance covenants.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded with better than expected free cash
flow that enables accelerated debt repayment and sustainably lower
financial leverage. Improving margins would also be viewed
favorably. Debt-to-EBITDA approaching the mid-4x range and
EBITA-to-interest sustained near 2.5x would be critical elements
for an upgrade. The ratings could be downgraded if revenue growth
is more rapid than expected, resulting in a sharp increase in
inventory levels and negative free cash flow for a sustained
period. An erosion in the liquidity position (e.g. maintenance of a
negligible cash balance and/or limited availability under the ABL)
or debt-to-EBITDA approaching 6x could also place downward pressure
on ratings. A more aggressive financial policy, namely a
debt-financed dividend or large acquisition, could also be a
precursor for negative rating action.
Moody's took the following rating actions on PAI Holdco, Inc.:
- Corporate Family Rating assigned at B2
- Probability of Default Rating assigned at B2-PD
- Senior Secured Term Loan assigned at B1 (LGD3)
- Rating outlook assigned Stable
The B1 rating for the proposed first lien secured term loan
reflects its priority lien on collateral outside of the ABL
collateral (eligible accounts receivable and inventory) and second
lien on the ABL collateral. The first lien term loan benefits from
the first-loss absorption provided by the second lien term loan in
the event of default.
Parts Authority, Inc. is a leading automotive aftermarket
replacement parts distributor serving the do-it-for-me (DIFM) and
do-it-yourself (DIY) e-commerce channels of the automotive
aftermarket. Parts Authority purchases parts from manufacturers for
resale (all branded parts, no private label) and distributes
~500,000 SKUs to customers across the US through a national
footprint of 200+ locations. Latest twelve-month revenues for the
period ended June 30, 2020 were approximately $1.5 billion.
The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.
PALMYRA-EAGLE AREA SCHOOL: S&P Affirms 'BB+' GO Debt Rating
-----------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' rating on Palmyra-Eagle Area
School District, Wis.' general obligation (GO) debt and removed the
rating from CreditWatch with negative implications, where the
rating agency placed it on Feb. 3, 2020. The outlook is stable.
The rating action reflects S&P's opinion of the district reporting
a general fund surplus in fiscal 2019, generated through various
cost-cutting measures such as closing a school building and cutting
staff, that bolstered available reserves. In addition, the
district's new management and new school board have provided
stability to the financial outlook. Management now indicates that
it balanced the budget for fiscal 2020 and that another surplus is
likely for fiscal 2021, which is the primary factor for the stable
outlook.
"We could lower the rating if the district were to return to
structural imbalance for any reason, general fund revenue derived
from state sources were cut for any reason, COVID-19 were to add
additional stress to the budget in future fiscal years, and
management or board turnover were to stress the budget," said S&P
Global Ratings credit analyst Andrew Truckenmiller. "We could raise
the rating if the district were to show structural balance for
fiscal 2021 and produce a general fund surplus, adding to available
reserves, and enrollment were to stabilize, coupled with management
and the school board stabilizing."
The rating incorporates S&P's view of health and safety risks posed
by COVID-19, which the rating agency considers a social risk.
Although the scope of economic and financial challenges posed by
the pandemic remains unknown, S&P imagines a prolonged disruption
could weaken the district's local economy and potentially affect
state and local revenue. However, COVID-19 is not affecting the
district more than other sector standards. Unusual to most
districts, management believes COVID-19 could actually aid with
keeping enrollment stable, at least for fiscal 2021.
S&P has also analyzed environmental risks relative to its economy,
management, financial measures, and debt and liability profile and
have determined all are in line with the rating agency's view of
the sector standard. In S&P's view, governance factors are at
heightened risk compared with sector peers due to recent management
and board turnover.
PILGRIM'S PRIDE: S&P Raises ICR to 'BB+' on JBS S.A. Upgrade
------------------------------------------------------------
S&P Global Ratings raised the issuer credit rating on Pilgrim's
Pride Corp. to 'BB+' from 'BB'. The 'BBB-' issue-level rating and
'1' recovery rating (90%-100%; rounded estimate: 95%) on the
company's senior secured debt are unchanged.
S&P raised the issue-level rating on its senior unsecured debt to
'BB+' from 'BB'. The '3' recovery rating (50%-70%; rounded
estimate: 65%) on the senior unsecured debt is unchanged.
The upgrade and stable outlook follow a similar action on Pilgrim's
Pride parent JBS S.A., a Brazil-based protein processor.
S&P said, "The upgrade reflects JBS' strong cash flows and our
expectation that JBS will continue to reduce leverage below 2.5x in
the next year. We believe Pilgrim's is a highly strategic
subsidiary of JBS, view its stand-alone credit profile (SACP) the
same as JBS, and the rating can only be as high as the rating on
JBS (given its 80% ownership and board control). We believe
Pilgrim's will maintain a leverage target closer to 2x or lower.
Although debt to EBITDA for the trailing 12 months ended June 30,
2020, was 3.1x, we expect leverage at year-end to be near or below
2.5x and decline below 2x in 2021 as earnings rebound and cash
flows are applied to debt repayment."
The company's very weak first half should modestly rebound as lower
feed costs offset higher operating costs, and quick serve
restaurant (QSR) and retail demand continues to be strong.
Pilgrim's Pride's exposure to volatile commodity chicken processing
and its vertically integrated poultry business keep margin pressure
elevated when chicken prices fall. EBITDA declined by about 50% in
the first half of 2020 compared with the year ago period because of
a difficult first quarter as the industry faced excess supply and
weak poultry pricing. Coronavirus pandemic-related shutdowns
significantly influenced food service sales in March through June
in the U.S. and U.K., and weak economic conditions in Mexico led to
a significant decline in operating performance.
Still, S&P expects second-half EBITDA to be in line with, if not
better than, a year ago as lower feed costs should offset higher
manufacturing costs related to the pandemic (including additional
safety and social distancing measures at plants, higher wages, and
increased rates of employee absenteeism). Corn futures remain below
$4 per bushel and soybean meal below $300 per ton. The strong
harvest expected in South America will likely keep prices at these
levels. Moreover, Pilgrim's Pride's food service segment (about 50%
of revenues) is skewed toward QSR, which has rebounded to near
historical levels. Demand at supermarkets and other retail channels
remains strong with more dining at home.
The modest rebound expected in the second half will partially
offset the company's very weak first half and result in a 15%
year-over-year EBITDA decrease.
S&P said, "We expect earnings to rebound steadily in 2021 as food
service demand returns modestly, pricing for chicken improves as
the industry cuts back production and excess supply declines, and
the export market for chicken continues to be strong. We also
expect Pilgrim's Pride to benefit from its customer-centric
approach, creating unique offerings for key customers and stability
in the branded and prepared foods segments (16% of revenues)."
Based on these expectations, EBITDA will likely rebound to
approximately over $1 billion in fiscal 2021 and allow the company
to restore leverage to historical levels, including debt to EBITDA
just below 2x at year-end 2021."
Mergers and acquisitions (M&A) and shareholder returns are likely
to remain muted as the company commits to sustaining free operating
cash flow (FOCF), adequate liquidity, and reducing leverage as
earnings rebound. Pilgrim's Pride completed two acquisitions in
fiscal 2017, GNP Co. and Moy Park Ltd. In October 2019, it closed
the acquisition of Tulip Ltd. for approximately $390 million. The
Moy Park acquisition together with a fairly weak industry cycle
increased leverage near 3x at the time, about a full turn higher
than our expectations. Leverage had returned to historical levels
by fiscal year-end 2019, which provided the company with the
financial flexibility to modestly increase share repurchases under
its $200 million authorization, including $78 million of
repurchases in the first half with $122 million remaining on its
authorization. However, the weak first half of 2020 led to leverage
reverting to 3.1x for the 12 months ended June 30, 2020, therefore,
S&P believes the company will likely focus on cash preservation,
including halting shareholder returns and M&A activity as well as
reducing capital expenditures (capex) closer to maintenance levels
to ensure it continues to generate FOCF that it projects will total
about $200 million-$250 million this year. Given its expectations
for a second-half rebound closer to historical levels and Pilgrim's
intentions to maintain a strong balance sheet, S&P expects leverage
to revert to the mid-2x area by fiscal year-end and approach
historical levels closer to 2x midway through 2021.
Litigation risk seems contained for now. Former CEOs Jayson Penn
and Bill Lovette were indicted in June 2020 and October 2020,
respectively, on allegations of price collusion. On Oct. 14, the
company announced it reached a plea agreement, subject to approval
from the U.S. District Court of Colorado, and agreed to pay a fine
of over $110 million for restraint of competition that affected
three contracts for the sale of chicken products to one U.S.
customer. Pilgrim's Pride will pay the fine through cash on the
balance sheet and record it as a miscellaneous expense. Still the
U.S. Department of Justice's class action lawsuit against the
poultry and broader meat industry on anticompetitive behavior is
pending. Although the outcome of the civil case remains uncertain,
S&P believes any liabilities remain highly uncertain. The company
has yet to reserve for any future liability in the case.
S&P said, "The stable outlook reflects the stable ratings outlook
on JBS and our opinion Pilgrim's Pride will remain a highly
strategic subsidiary of JBS, which effectively ties the ratings on
Pilgrim's Pride to those on its parent. The stable outlook on JBS
reflects our expectation it should maintain a more conservative
approach toward growth and use of derivatives, making cash flows
more predictable. We expect JBS to maintain debt to EBITDA below
2.5x, FFO to debt above 30%, and robust FOCF."
"On a stand-alone basis, we expect Pilgrim's Pride's credit metrics
to rebound from 2020, including debt to EBITDA near 2x and FFO to
debt above 35% in 2021. Those metrics reflect contributions from a
better mix of higher-margin value-added products and better chicken
pricing."
"We could lower the ratings on Pilgrim's Pride following a similar
action on JBS. We could take a negative rating action in the next
12 months on JBS if metrics deteriorate, bringing debt to EBITDA
above 3x and FFO to debt below 20%."
"Although unlikely over the next 12 months, we could lower the
rating on Pilgrim's Pride if operating performance deteriorates
such that debt to EBITDA is sustained above 3.5x. That could result
from a decline of roughly 400 basis points in EBITDA margin (which
has occurred in very weak operating cycles, mostly recently 2012)
or additional debt of roughly $2.5 billion. We consider both
unlikely over the next 12 months."
"We could raise our rating Pilgrim's Pride if we raise the ratings
on JBS and Pilgrim's Pride remains a highly strategic JBS
subsidiary. We could take a positive rating action on JBS in the
next 24 months if company demonstrates commitment to sustain low
leverage and a strong track record of risk controls including
external events impairing cash flows. Risk factors include
corruption investigations; environmental, social, and governance
related difficulties such as exposure to cattle sourcing in
deforestation areas and coronavirus infections among the workforce.
For operational and financial metrics, we expect the company to
sustain its strong performance. We would also like to see targeted
financial policies, including for M&A."
PINNACLE DEMOLITION: Seeks to Hire Bankruptcy Attorney
------------------------------------------------------
Pinnacle Demolition and Environmental Services Corp. seeks
authority from the U.S. Bankruptcy Court for the Eastern District
of New York to hire Joseph Fazio, Esq., an attorney practicing in
Mineola, N.Y.
The services that will be provided by the attorney are as follows:
a) assist Debtor in administering its Chapter 11 case;
b) file motions;
c) represent Debtor in prosecuting adversary proceedings to
collect assets of the estate;
d) take all necessary steps to protect the estate's assets;
e) negotiate with creditors in formulating a plan of
reorganization for Debtor;
f) prepare the Debtor's plan of reorganization;
g) provide additional services to the Debtor in connection
with its Chapter 11 case.
The attorney agreed to a flat fee of $16,000.
Mr. Fazio disclosed in court filings that he is a "disinterested
person" as that term is defined in Bankruptcy Code Section
101(14).
Mr. Fazio can be reached at:
Joseph A. Fazio, Esq.
94 Willis Avenue, 2nd Flr.
Mineola, NY 11501
Tel: (516)684-9765
Fax: (516)977-9171
Email: jfazio@prolawgroup.com
About Pinnacle Demolition and
Environmental Services Corp.
Pinnacle Demolition and Environmental Services Corp. filed its
voluntary Chapter 11 petition (Bankr. E.D.N.Y. Case No. 20-43057)
on Aug. 24, 2020. At the time of the filing, the Debtor estimated
$100,001 to $500,000 in assets and $1 million to $10 million in
liabilities. Judge Elizabeth S. Stong oversees the case. Joseph
A. Fazio, Esq., serves as Debtor's legal counsel.
PREMIER BRANDS: S&P Raises ICR to 'CCC', Outlook Negative
---------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Premier
Brands Group Holdings LLC to 'CCC' from 'SD' (selective default),
which reflects the company's ability to waive its excess cash flow
sweep and obtain covenant waivers, improving its liquidity
position, which has gotten better since the end of its second
quarter (ended July 4).
In addition, S&P is raising its issue-level rating on the company's
first-lien term loan to 'CCC' from 'D'. The recovery rating on this
debt is '4', indicating S&P's expectation for average (rounded
estimate: 30%) recovery.
Premier Brands received an amendment to waive its excess cash flow
sweep payment until the maturity of the term loan in 2024, and
received a waiver on its other covenants until the end of the first
quarter of 2022.
S&P said, "The negative outlook reflects that we could lower our
ratings if we envision a specific default scenario over the next 12
months, such as tightening liquidity position or its inability to
comply with the net leverage maintenance covenant that goes into
effect in the first quarter of 2022."
"Although Premier Brands has obtained a covenant waiver and delayed
the excess cash flow payment to the term loan's maturity, we
believe it remains dependent upon favorable business and economic
conditions to meet its financial obligations. The upgrade reflects
Premier's improved liquidity given it has obtained a waiver until
the first-lien term loan matures in 2024 for the excess cash flow
payment of $11 million that was due in April 2020. In addition, it
received a waiver through the fourth quarter of 2021 for its total
net leverage maintenance covenant. The covenant is effective again
beginning in the first quarter of 2022, and requires the company to
maintain leverage below 7.5x and steps down to 6.5x the following
quarter, and to 5.5x beginning Dec. 31, 2022. This has resulted in
a modest improvement in liquidity. Still, we expect the company to
generate negative cash flow for calendar year 2020 and will depend
on its revolver to fund a portion of its operations and interest
expense in the next 12 months. Additionally, the company's
liquidity position is highly dependent on its performance in the
first half of 2021. We project that the company will be cash flow
positive in 2021, as the company liquidates heightened levels of
inventories from this year."
"We believe demand for the company's products has weakened because
the deterioration in its department store and specialty apparel
store channels has accelerated because of the pandemic. The
pandemic has accelerated the decline in its department stores and
mall-based customer base, which we expect will reduce sales across
its jeanswear, jewelry, and Kasper business segments. The Kasper
segment is further hurt by its concentration in women's workwear as
apparel demand has shifted to casual from career wear with U.S.
consumers working from home since March. Moreover, we expect the
percentage of consumers working from home will remain elevated over
the next few years compared to pre-COVID-19 levels. We believe its
jeanswear division will fare the best out of the three segments as
the business is concentrated in the big box and discounted retailer
channels that are performing relatively well through the pandemic;
nevertheless, it will not be able to offset the weaknesses caused
by shifting industry macrotrends we've outlined above."
The negative outlook reflects the potential that ratings could be
lowered if earnings or cash flow do not improve and Premier cannot
cover its high debt service costs with cash flow, leading to the
heightened risk of a default or bankruptcy.
S&P said, "We could lower the rating if the company's performance
does not improve sequentially in the next few quarters, and there
is heightened risk of a default or bankruptcy within the next year.
This could happen if its liquidity position deteriorates, such that
it will not have enough liquidity to support its operations or fund
its debt service. This could happen if the macroeconomic recovery
is weaker than expected leading to lower demand for its products."
"We could raise the ratings if the company improves its operations
and profitability such that we believe it can return to positive
cash flow generation in 2021, leading to free operating cash flow
(FOCF) in excess of debt service payments and EBITDA interest
coverage of above 1.2x. For this to occur, we believe the company
need demonstrate that it can grow its jeanswear business
profitably."
RUBEN DARYL BAERGA: $2M Sale of Long Beach Property to Pounder OK'd
-------------------------------------------------------------------
Judge Barry Russell of the U.S. Bankruptcy Court for the Central
District of California authorized Ruben Daryl Baerga's sale of the
residential real estate located at 380 Panama Avenue, Long Beach,
California, APN 7246-013-018, to Scott Pounder for $2.225 million.
A hearing on the Motion was held on Oct. 6, 2020 at 10:00 a.m.
The sale is free and clear of liens.
As requested by the Creditor, Wilmington Savings Fund Society,
doing business as Christiana Trust, not Individually, But Solely as
Trustee for NYMT Loan Trust I, the Creditor's Deed of Trust will
attach to the sale proceeds; the Creditor's Deed of Trust will be
paid in full from the sale proceeds through escrow; in the event
that the sale of the property does not take place, the Creditor
will retain its lien for the full amount due under the Note and
Deed of Trust; the Creditor's claim will not be surcharged in any
way with the costs of the sale or any other administrative claims,
costs or expenses in connection with the sale of the Property.
The Debtor is authorized to distribute funds, through escrow, from
the sale of the Property in the actual amounts needed to close the
escrow for the sale, the Debtor having provided only estimated
amounts, but with the actual priorities of payment, within the
Supplement.
Ruben Daryl Baerga sought Chapter 11 protection (Bankr. C.D. Cal.
Case No. 20-11379) on Feb. 7, 2020. The Debtor tapped Michael
Jones, Esq., as counsel.
SIMPLE SITEWORK: Taps Robert A. Whitley as Special Counsel
----------------------------------------------------------
Simple Sitework, Inc. received approval from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Robert A.
Whitley, Attorney at Law, PLLC as its special litigation counsel.
Whitley will represent the Debtor in any pre-litigation, litigation
or arbitration matter that arises between the Debtor and any person
or entity.
The firm will be paid at hourly rates as follows:
Attorneys $275
Paralegals $75
The firm will also be reimbursed for out-of-pocket expenses
incurred.
Robert Whitley, Esq., a partner at Whitley, disclosed in court
filings that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
Robert A. Whitley can be reached at:
Robert A. Whitley, Esq.
Robert A. Whitley, Attorney at Law, PLLC
12621 Featherwood Drive, Suite 282
Houston, TX 77034
Tel: (281)-741-5225
About Simple Sitework
Simple Sitework, Inc. is a locally owned and operated company
providing residential and commercial sitework throughout Southeast
Texas.
Simple Sitework filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-34508) on
Sept. 11, 2020. At the time of the filing, Debtor disclosed assets
of between $1 million and $10 million and liabilities of the same
range.
Judge Jeffrey P. Norman oversees the case. Margaret M. McClure,
Esq., is the Debtor's bankruptcy counsel.
SOUTHWESTERN ENERGY: S&P Affirms BB- ICR, Alters Outlook to Stable
------------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' issuer credit rating on
exploration and production (E&P) company Southwestern Energy Co.
and 'BB-' rating on its unsecured debt. It revised the outlook on
Southwestern to stable from negative.
S&P said, "The stable outlook reflects our expectation that the
company will maintain average funds from operations (FFO) to debt
of 30%-35% over the next two years."
"We recently increased our natural gas price assumptions resulting
in stronger financial performance than previously expected over the
next two years. Henry Hub natural gas prices have increased
recently and S&P Global Ratings updated its gas price deck and now
expects 2021 natural gas prices to average $2.75/mmBtu. As a result
of improved prices, we project Southwestern's financial measures to
meaningfully improve including FFO to debt of around 30% to 35% and
debt to EBITDA around 2.5x-3.0x for the next two years."
The proposed acquisition of Montage Resources will increase the
company's reserves and production, provide an opportunity for
synergies while adding only a small amount of net debt. The
proposed acquisition is an $875 million all-stock transaction,
including $660 million of net debt and will increase the company's
production and reserve base while providing an expected $30 million
of cost-synergies, improving efficiencies, reducing leverage, and
increasing free cash flow in 2021 and beyond. Encap, which holds
about 39% of Montage Resources' shares outstanding, is backing the
transaction. The acquisition will require additional shareholder
and regulatory approvals, and S&P expects it to close in the fourth
quarter. The transaction will increase Southwestern's acreage in
both the Utica dry gas and Marcellus rich gas plays, enabling the
company to become the third-largest producer in Appalachia.
The company's debt maturity profile is favorable compared to peers.
Southwestern's next meaningful senior note maturity is not until
2025. The company's $1.8 billion revolving credit facility matures
in 2024. Southwestern's recent fall redetermination affirmed the
company's borrowing base of $1.8 million on a stand-alone basis and
the borrowing base will increase to $2.0 billion on the close of
the Montage acquisition. Southwestern was recently able to access
the capital markets, using both equity and a new $350 million
unsecured bond issuance to pre-fund the refinancing of Montage's
unsecured notes that mature in 2023. The $350 million senior notes
due 2028 are subject to a special mandatory redemption if the
Montage acquisition does not close on or prior to Feb. 12, 2021.
S&P said, "We apply a negative credit analysis to our anchor score
of 'bb' reflecting financial measures that are on the low end
compared to 'BB' rated peers, a lower percentage of
proved-developed producing reserves than its higher rated peers,
and integration risk with the proposed Montage Resources
acquisition."
"The stable outlook reflects our expectations that financial
measures will be in-line for the ratings for the next two years,
including FFO to debt of around 30%-35% and debt to EBITDA of
2.5x-3x."
"We could lower the rating if credit measures weakened such that
FFO to debt was below 30% for a sustained period with no clear path
to improvement. This would most likely occur if the company does
not meet production growth targets, if natural gas prices or
differentials are weaker than we currently envision, or if capital
spending outpaces internally generated cash flow."
"We could raise the rating if the company improves credit measures,
including FFO to debt comfortably above 30% for a sustained period,
and the company generates free cash flow on a sustained basis. This
could occur if Southwestern meets its production growth guidance
while containing costs and generating synergies from the proposed
acquisition of Montage Resources, as well as if natural gas price
realizations exceed expectations."
SPRINGFIELD MEDICAL: Hires Ankura to Conduct Asset Valuation
------------------------------------------------------------
Springfield Medical Care Systems, Inc. seeks approval from the
U.S.Bankruptcy Court for the District of Vermont to hire Ankura
Consulting Group, LLC, as its valuation professionals.
Ankura will provide these services:
(a) an independent fair market valuation of the Debtor's
business enterprise as a whole on a going concern basis based on
the Debtor's future cash flow generating capability;
(b) an independent fair market valuation of the Debtor's real
property assets;
(c) an independent fair market valuation of the Debtor's
personal property assets; and
(d) an independent liquidation analysis of Debtor's personal
and real property assets regarding the best-interests of creditors
test.
To the extent necessary, Ankura professionals also may provide
testimony in any matter in this Case in which such testimony is
required, including relating to approval of a disclosure statement
or confirmation of the Debtor's plan.
The hourly rates of professionals employed in Ankura are:
Senior managing directors $845
Other professionals $390 to $800
Paraprofessionals $150 to $315
Jerry M. Chang, a senior managing director in Ankura, disclosed in
court filings that he is a disinterested person within the meaning
on Section 101(14) of the Bankruptcy Code.
Mr. Chang can be reached at:
Jerry M. Chang
Ankura Consulting Group, LLC
1180 West Peachtree Street, NW, Suite 550
Atlanta, GA 30309
Phone: (404) 589-4200
About Springfield Medical Care Systems
Springfield Medical Care Systems -- https://springfieldmed.org/ --
is a 501(c) non-profit corporation, founded in 2009, as the parent
corporation to its nine-site federally-qualified community health
center network and Springfield Hospital. The Company's healthcare
system integrates primary care, behavioral health, dental, vision,
and hospital care with a broad network of community-based
services.
Springfield Medical Care Systems filed a Chapter 11 bankruptcy
petition (Bankr. D. Vt. Case No. 19-10285) on June 26, 2019.
Springfield Medical estimated $1 million to $10 million in assets
and $10 million to $50 million in liabilities. The Debtor hired
Bernstein Shur Sawyer & Nelson, P.A., as counsel.
STEIN MART: Committee Hires Frost Brown as Counsel
--------------------------------------------------
The Official Committee of Unsecured Creditors of Stein Mart, Inc.,
seeks authorization from the U.S. Bankruptcy Court for the Middle
District of Florida to retain Frost Brown Todd LLC, as counsel to
the Committee.
The Committee requires Frost Brown to:
a. provide legal advice with respect to the Committee's
rights, powers and duties in these cases;
b. assist in the preparation on behalf of the Committee of all
necessary applications, answers, orders, reports and other
legal papers;
c. assist in the representation of the Committee in any and
all matters involving contests with the Debtors, alleged
secured creditors and other third parties;
d. analyze a potential sale or liquidation of substantially
all of the Debtors' assets and the interests of unsecured
creditors with respect to such a sale;
e. review pre-petition transactions and relationships;
f. assist in the negotiation of plans of reorganization or
liquidation;
g. assist the Committee in analyzing the claims of the
Debtors' creditors and the Debtors' capital structure and
in negotiating with holders of claims and equity interests;
h. assist the Committee's investigation of the acts, conduct,
assets, liabilities and financial condition of the Debtors
(and, to the extent applicable, the Debtors' officers,
directors and shareholders) and of the operation of the
Debtors' businesses;
i. assist and advise the Committee as to its communications to
the general creditor body regarding significant matters in
the Debtors' cases;
j. review and analyze all applications, orders, statements of
operations and schedules filed with the Court and advise
the Committee as to their propriety; and
k. perform all other legal services for the Committee which
may be necessary and proper in these proceedings.
Frost Brown will be paid at these hourly rates:
Members $495 to $695
Associates $275 to $325
Paralegals $220
Frost Brown will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: Not applicable.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: Frost Brown expects to develop a budget and
staffing plan to reasonably comply with the U.S.
Trustee's request for information and additional
disclosures, as to which Frost Brown reserves all
rights. The Committee has approved Frost Brown's
proposed hourly billing rates.
Ronald E. Gold, partner of Frost Brown Todd LLC, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and (a) is not creditors,
equity security holders or insiders of the Debtors; (b) has not
been, within two years before the date of the filing of the
Debtors' chapter 11 petition, directors, officers or employees of
the Debtors; and (c) does not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtors, or
for any other reason.
Frost Brown can be reached at:
Ronald E. Gold, Esq.
FROST BROWN TODD LLC
301 East Fourth Street
Cincinnati, OH 45202
Tel: (513) 651-6800
Fax: (513) 651-6981
E-mail: rgold@fbtlaw.com
About Stein Mart
Stein Mart, Inc. (NASDAQ: SMRT) -- http://www.SteinMart.com/-- is
a national specialty omni off-price retailer offering designer and
name-brand fashion apparel, home decor, accessories and shoes at
everyday discount prices. Stein Mart provides real value that
customers love every day. The company operates 281 stores across 30
states.
Stein Mart Inc. and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Fla. Case Nos. 20-02387 to
20-02389) on Aug. 12, 2020. As of May 2, 2020, the Debtors had
total assets of $757.6 million and total liabilities of $791.2
million.
Judge Jerry A. Funk oversees the cases.
The Debtors tapped Foley & Lardner LLP as their legal counsel,
Clear Thinking Group LLC as financial advisor, and Stretto as
claims and noticing agent.
STEIN MART: Committee Hires FTI Consulting as Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Stein Mart, Inc.,
seeks authorization from the U.S. Bankruptcy Court for the Middle
District of Florida to retain FTI Consulting, Inc., as financial
advisor to the Committee.
The Committee requires FTI Consulting to:
a. assist in the review of financial related disclosures
required by the Court, including the Schedules of Assets
and Liabilities, the Statement of Financial Affairs and
Monthly Operating Reports;
b. assist in the preparation of analyses required to assess
any proposed Debtor-In-Possession ("DIP") financing or use
of cash collateral;
c. assist with the assessment and monitoring of the Debtors'
short term cash flow, liquidity, and operating results;
d. assist in the review and monitoring of the asset sale
process, including, but not limited to an assessment of the
adequacy of the marketing process, completeness of any
buyer lists, review and quantifications of any bids;
e. assist with review of any tax issues associated with, but
not limited to, claims/stock trading, preservation of net
operating losses, refunds due to the Debtors, plans of
reorganization, and asset sales;
f. assist in the review of the claims reconciliation and
estimation process;
g. assist in the review of other financial information
prepared by the Debtors, including, but not limited to,
cash flow projections and budgets, business plans, cash
receipts and disbursement analysis, asset and liability
analysis, and the economic analysis of proposed
transactions for which Court approval is sought;
h. attend at meetings and assistance in discussions with the
Debtors, potential investors, banks, other secured lenders,
the Committee and any other official committees organized
in these chapter 11 proceedings, the U.S. Trustee, other
parties in interest and professionals hired by the same, as
requested;
i. assist in the review and/or preparation of information and
analysis necessary for the confirmation of a plan and
related disclosure statement in these chapter 11
proceedings;
j. assist in the evaluation and analysis of avoidance actions,
including fraudulent conveyances and preferential
transfers;
k. assist in the prosecution of Committee responses/objections
to the Debtors' motions, including attendance at
depositions and provision of expert reports/testimony on
case issues as required by the Committee; and
l. render such other general business consulting or such other
assistance as the Committee or its counsel may deem
necessary that are consistent with the role of a financial
advisor and not duplicative of services provided by other
professionals in this proceeding.
FTI Consulting will be paid at these hourly rates:
Senior Managing Directors $920 - $1,295
Directors/Senior Directors/
Managing Directors $690 - $905
Consultants/Senior Consultants $370 - $660
Administrative/Paraprofessionals $150 - $280
FTI Consulting will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Cliff A. Zucker, partner of FTI Consulting, 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 (a) is not creditors,
equity security holders or insiders of the Debtors; (b) has not
been, within two years before the date of the filing of the
Debtors' chapter 11 petition, directors, officers or employees of
the Debtors; and (c) does not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtors, or
for any other reason.
FTI Consulting can be reached at:
Cliff A. Zucker
FTI CONSULTING, INC.
Three Times Square, 9th Floor
New York, NY 10036
Tel: (212) 247-1010
Fax: (212) 841-9350
About Stein Mart
Stein Mart, Inc. (NASDAQ: SMRT) -- http://www.SteinMart.com/-- is
a national specialty omni off-price retailer offering designer and
name-brand fashion apparel, home decor, accessories and shoes at
everyday discount prices. Stein Mart provides real value that
customers love every day. The company operates 281 stores across
30 states.
Stein Mart Inc. and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Fla. Case Nos. 20-02387 to
20-02389) on Aug. 12, 2020. As of May 2, 2020, the Debtors had
total assets of $757.6 million and total liabilities of $791.2
million.
Judge Jerry A. Funk oversees the cases.
The Debtors tapped Foley & Lardner LLP as their legal counsel,
Clear Thinking Group LLC as financial advisor, and Stretto as
claims and noticing agent.
STEIN MART: Committee Hires GrayRobinson P.A. as Local Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Stein Mart, Inc.,
seeks authorization from the U.S. Bankruptcy Court for the Middle
District of Florida to retain GrayRobinson, P.A., as local counsel
to the Committee.
The Committee requires GrayRobinson, P.A. to:
a. provide legal advice with respect to the Committee's
rights, powers and duties in these cases;
b. assist in the preparation on behalf of the Committee of all
necessary applications, answers, orders, reports and other
legal papers;
c. assist in the representation of the Committee in any and
all matters involving contests with the Debtors, alleged
secured creditors and other third parties;
d. analyze a potential sale or liquidation of substantially
all of the Debtors' assets and the interests of unsecured
creditors with respect to such a sale;
e. review pre-petition transactions and relationships;
f. assist in the negotiation of plans of reorganization or
liquidation;
g. assist the Committee in analyzing the claims of the
Debtors' creditors and the Debtors' capital structure and
in negotiating with holders of claims and equity interests;
h. assist the Committee's investigation of the acts, conduct,
assets, liabilities and financial condition of the Debtors
(and, to the extent applicable, the Debtors' officers,
directors and shareholders) and of the operation of the
Debtors' businesses;
i. assist and advise the Committee as to its communications to
the general creditor body regarding significant matters in
the Debtors' cases;
j. review and analyze all applications, orders, statements of
operations and schedules filed with the Court and advise
the Committee as to their propriety; and
k. assist in the performance of all other legal services for
the Committee which may be necessary and proper in these
proceedings.
GrayRobinson, P.A.will be paid at these hourly rates:
Steven J. Solomon, Esq. $595
Robert A. Schatzman, Esq. $650
Jack Brennan, Esq. $350
Sydney Feldman, Esq. $210
Paraprofessional $100
GrayRobinson, P.A.will also be reimbursed for reasonable
out-of-pocket expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: Yes. The hourly billing rate of Robert A. Schatzman
has been voluntarily reduced from $700 to $650 per
hour.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: Not applicable.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: To be provided.
Steven J. Solomon, partner of GrayRobinson, P.A., assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and (a) is not creditors,
equity security holders or insiders of the Debtors; (b) has not
been, within two years before the date of the filing of the
Debtors' chapter 11 petition, directors, officers or employees of
the Debtors; and (c) does not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtors, or
for any other reason.
GrayRobinson, P.A. can be reached at:
Steven J. Solomon, Esq.
Robert A. Schatzman, Esq.
GRAY ROBINSON PA
333 S.E. 2nd Avenue, Suite 3200
Miami, FL 33131
Tel: (305) 416-6880
Fax: (305) 416-6887
E-mail: steven.solomon@gray-robinson.com
robert.schatzman@gray-robinson.com
About Stein Mart
Stein Mart, Inc. (NASDAQ: SMRT) -- http://www.SteinMart.com/-- is
a national specialty omni off-price retailer offering designer and
name-brand fashion apparel, home decor, accessories and shoes at
everyday discount prices. Stein Mart provides real value that
customers love every day. The company operates 281 stores across 30
states.
Stein Mart Inc. and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Fla. Case Nos. 20-02387 to
20-02389) on Aug. 12, 2020. As of May 2, 2020, the Debtors had
total assets of $757.6 million and total liabilities of $791.2
million.
Judge Jerry A. Funk oversees the cases.
The Debtors tapped Foley & Lardner LLP as their legal counsel,
Clear Thinking Group LLC as financial advisor, and Stretto as
claims and noticing agent.
STEVEN FELLER PE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Steven Feller PE PL
500 NE 3rd Ave
Fort Lauderdale, FL 33301
Business Description: Steven Feller PE is an engineering design
services company.
Chapter 11 Petition Date: October 17, 2020
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 20-21341
Judge: Hon. Scott M. Grossman
Debtor's Counsel: Brian S. Behar, Esq.
BEHAR, GUTT & GLAZER, P.A.
DCOTA, Suite A-350
1855 Griffin Road
Fort Lauderdale, FL 33004
Tel: 305-931-3771
Email: bsb@bgglaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Steven Feller, authorized
representative.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/MDI3ZBY/Steven_Feller_PE_PL__flsbke-20-21341__0002.0.pdf?mcid=tGE4TAMA
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/MEDP56Y/Steven_Feller_PE_PL__flsbke-20-21341__0001.0.pdf?mcid=tGE4TAMA
THOMPSON CROSSING: Moody's Rates $3.9MM Series 2020 GO Bonds 'Ba2'
------------------------------------------------------------------
Moody's Investors Service has assigned an initial Ba2 rating to
Thompson Crossing Metropolitan District No. 6, CO's $3.9 million
General Obligation (Limited Tax Convertible to Unlimited Tax)
Bonds, Series 2020. Concurrently, Moody's has assigned an issuer
rating of Ba1, which reflects an assessment of the district's
hypothetical general obligation unlimited tax (GOULT) security. The
outlook is stable.
RATINGS RATIONALE
The Ba1 issuer rating reflects the district's very modestly sized
tax base with relatively limited further growth potential, given
its small geographic footprint. Additionally, the rating considers
the operating district's reliance on the developer to partially
subsidize maintenance and operations expenditures, as there is
currently insufficient taxable value on the ground to generate
adequate tax revenue without increasing the general fund tax rate,
which would require voter approval. Ongoing development in an
adjacent taxing district is expected to gradually reduce the
operational subsidies in the coming years, though economic
uncertainty created by the coronavirus could slow its trajectory.
Finally, the Ba1 considers the district's above-average debt burden
and lack of active management.
The one notch distinction between the issuer and general obligation
limited tax (GOLT) ratings reflects the district's relatively
narrow coverage of maximum annual debt service (MADS) under the
mill levy cap. While the bonds benefit from a debt service reserve
fund (DSRF), the structure relies, in the absence of significant
taxable value growth, on the majority of the DSRF being available
in the final year to meet debt service obligations, which presents
a moderate credit risk.
RATING OUTLOOK
The stable outlook reflects the expectation that residential
development will continue in both the district and the adjacent
taxing district, resulting in continued growth in full market
values and a reduced reliance on the developer to subsidize
operational costs.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
- Demonstrated ability of operating district to fund operational
costs without developer subsidies
- Material growth in full market values
- Moderation of the debt burden
- Upgrade of the issuer rating (GOLT)
- Materially improved debt service coverage (GOLT)
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
- Increased reliance on developer subsidies, or a failure of the
developer to make necessary operating contributions
- Significant increase in debt, absent corresponding growth in
full value and revenue
- Material contraction of taxable values
- Downgrade of the issuer rating (GOLT)
- Contraction of debt service coverage (GOLT)
LEGAL SECURITY
The Series 2020 bonds are limited tax general obligations of the
district, secured by and payable from pledged revenues which
generally consist of a maximum 50 mill property tax (subject to
adjustment as described) and specific ownership taxes. The
district's 50 mill property tax may be adjusted with changes in the
residential property equalization rate; thus the current maximum
adjusted rate is 63.985 mills. The bonds are additionally secured
by a cash funded debt service reserve fund.
USE OF PROCEEDS
Proceeds from the bonds will be used to refund all of the
district's outstanding bonds for debt service savings and to fund
the debt service reserve fund.
PROFILE
Thompson Crossing Metropolitan District No. 6 is located in the
Town of Johnston, CO approximately 50 miles north of the City of
Denver (Aaa stable) and 25 miles southwest of the City of Fort
Collins (Aaa stable). The district, along with adjacent districts
No. 4 and No. 5 act as taxing districts, while district No. 3 is
the operating district, and is generally responsible for
maintenance of a recreational center, as well as auditing and legal
services for the master community.
METHODOLOGY
The principal methodology used in these ratings was US Local
Government General Obligation Debt published in July 2020.
THOR INDUSTRIES: S&P Alters Outlook to Positive, Affirms 'BB-' ICR
------------------------------------------------------------------
S&P Global Ratings revised the outlook to positive from negative
and affirmed all ratings, including the 'BB-' issuer credit rating
on Thor Industries Inc.
The positive outlook reflects the possibility S&P could raise the
rating if strong anticipated RV demand continued through fiscal
2021, enabling Thor to maintain leverage well below the current
3.25x upgrade threshold.
The outlook revision to positive and the rating affirmations
reflect rapidly rising demand for RVs, which will likely enable
Thor to maintain adjusted debt to EBITDA well below 3.25x through
fiscal 2021. The perception that RVs are a safe travel option
during the COVID-19 pandemic has resulted in relatively robust
revenue and EBITDA generation at Thor in its fiscal fourth-quarter
2020 (ended July 31, 2020) and the likelihood that this could
continue through fiscal 2021. S&P said, "Our updated forecast for
revenue, EBITDA, and cash flow will likely cause total
lease-adjusted debt to EBITDA to be in the low- to high-1x area in
fiscals 2021 and 2022, compared with our previous assumption that
adjusted leverage could be in the mid-3x area through fiscal 2021.
We believe adjusted EBITDA margin could be stable or improve in
fiscal 2021, partly because of anticipated higher sales volumes as
well as Thor's ability to manage its costs and achieve a relatively
stable EBITDA margin in fiscal 2020 even though production
shutdowns hurt operations and pro forma total revenue declined by
about 10%."
S&P said, "Our previous base case did not incorporate the impact of
the current surge in RV demand. We had previously assumed at the
inception of the pandemic, when manufacturing was shuttered for a
period of time, that a steep economic recession beginning in the
second-quarter 2020 would materially impair RV demand, which is
typical for the sector during recessions. In the spring and summer
months of this year, RV demand was surprisingly strong in this
recession compared with previous recessions due to a consumer
response to the pandemic and desire for outdoor travel. As a
result, we have revised our EBITDA forecast upward."
The RV Industry Association, a trade organization that represents
original equipment manufacturers (OEMs), published that North
American industry shipments could increase by 4.5% in calendar year
2020 and potentially by 19.5% in 2021. The demand is particularly
strong for towables at entry-level price points, for which S&P
believes Thor is well-positioned. The recent surge in demand is
reflected in Thor's results, and the company reported a North
American backlog that is 265% higher at fiscal year-end 2020
compared with fiscal 2019. In addition, Thor's European backlog
also increased meaningfully by 79%. The backlog increases our
confidence about our revised revenue forecast, even though a
backlog can be an imperfect indicator because it is subject to
cancellation by dealers without penalty. S&P believes a higher
backlog reflects dealers' lack of inventory and gauge of consumer
sentiment and the perception that RV travel provides a safe travel
option during the COVID-19 pandemic while competing travel options
might not be fully accessible or desirable until the second half of
2021, when a vaccine could become available and widely
disseminated.
The positive outlook also reflects S&P's increasing confidence
about Thor's ability to manage financial and operational risks even
if revenue is volatile in the future. Thor has developed a track
record of debt repayment since its acquisition of Erwin Hymer Group
in February 2019 because it repaid $275 million of
acquisition-related debt during fiscal 2020 and recently repaid
EUR50 million on its term loan's euro tranche. In S&P's view, debt
repayment is an indication that Thor seeks to reduce its leverage
over time. Thor has also demonstrated an ability to cut costs
quickly when revenue declines, including in the fiscal quarter
ended April 2020, during which total revenue fell about 33% and the
company was able to limit its adjusted EBITDA decline to about
51%.
Key risks are uncertainty regarding the economy, the sustainability
of current shipment trends, and the potential for poor inventory
management in the RV channel. S&P said, "Under our base case
forecast, we believe revenue in fiscal 2021 could increase in the
low-teens percentage areas. However, we also recognize there is a
significant risk RV demand could soften following the current surge
as customers return to other forms of travel. In addition, we
believe some recent RV demand might have been supported by stimulus
payments in 2020 that added to the discretionary income of
consumers who did not lose their jobs." The non-extension of such
stimulus payments could cool off a modest amount of demand, but
that impact could be more than offset by rising demand for RV
products if recent increases in consumer purchases of RVs are
sustained.
Another source of potential volatility is the RV industry's highly
competitive dynamic, which previously contributed to an
industrywide inventory correction and caused wholesale shipments to
outpace retail demand. The result was significant shipment declines
as recently as 2019. In the current environment, OEMs may compete
for market share when consumer demand is perceived to be strong and
temporary, which could cause inadvertent overproduction and excess
inventory in the channel. This could reintroduce the need to
quickly reduce inventory in the channel in the future (likely after
Thor's fiscal 2021) and lower revenue and EBITDA margin if the RV
industry does not efficiently produce in line with retail demand.
S&P believes a potential indicator of such risk is if OEMs expand
manufacturing capacity by opening new factories.
Additional business considerations include:
-- The rating reflects the company's substantial market share of
approximately 43% in the U.S. and Canadian travel trailers and
fifth wheel markets; majority revenue exposure to the lower-priced
and less volatile towables RV segment, which S&P views favorably
compared with the motorized segment; and improved geographic and
product diversity subsequent to the acquisition of Erwin Hymer,
which principally produces RVs in European markets. Thor has a
diversified product portfolio in North America across different
price points and RV categories, including leading brands such as
Airstream and Jayco.
-- S&P believes Thor's concentration in the towables segment in
North America is well-positioned for target consumers, because
towables have lower average price points and are therefore more
accessible to entry-level buyers. It expects demographic trends to
be favorable for the RV industry and attract entry-level buyers.
These trends include an aging baby boomer population, increasing
interest among younger consumers with families, and a general
consumer shift that places more value on travel and experiences.
-- The acquisition of Erwin Hymer adds geographic and product
diversity, particularly in the Class B category in which Thor sees
potential to complement its portfolio. European motorized RVs tend
to be more compact and technologically advanced, which are product
attributes that Thor could introduce to new and younger buyers in
North America. Erwin Hymer represented Thor's largest acquisition
to date, and the footprint outside of North America could create a
platform for future opportunistic expansion.
-- Business risks also include anticipated very high profit
volatility over a typical economic cycle. RVs are big-ticket,
discretionary leisure items, the sales of which depend heavily on
consumer discretionary spending, consumer credit availability, and
the overall health of the economy.
-- Subsequent to the acquisition of Erwin Hymer, Thor's revenue
mix will shift to a heavier weighting in motorized RVs, and S&P
believes this could increase the consolidated company's cyclicality
because comparably more expensive motorized RVs tend to be more
cyclical than towables. Although European consumers prefer
motorized RVs to towables, which could make the European motorized
segment relatively less cyclical than the North American motorized
segment, S&P believes the net impact on the consolidated company
will be modestly higher cyclicality and higher fixed costs as a
percentage of total costs.
Environmental, social, and governance (ESG) credit factors relevant
to this rating change:
-- Health and safety
S&P said, "The positive outlook reflects the possibility we could
raise the rating if strong anticipated RV demand continued through
fiscal 2021, enabling Thor to maintain leverage well below the
current 3.25x upgrade threshold."
"While unlikely based on current shipment and retail trends and our
upwardly revised forecast for revenue and EBITDA through at least
fiscal 2021, we could lower the issuer credit rating if operating
trends unexpectedly and significantly deteriorated and we believed
Thor's adjusted debt to EBITDA would be sustained above 4.25x."
"Even if current very high shipment levels unexpectedly decrease in
early calendar year 2021, EBITDA could still grow in a manner that
enables Thor to reduce adjusted leverage further below the 3.25x
upgrade threshold at the current 'BB-' rating, increasing cushion
to accommodate the potential leveraging impact of possible future
acquisitions and the economic cycle and leading to a one notch
upgrade."
TM HEALTHCARE: Seeks to Hire Rinnovo Management, Appoint CRO
------------------------------------------------------------
TM Healthcare Holdings, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of Florida to
hire Rinnovo Management LLC and appoint Gregg Stewart as chief
restructuring officer.
The duties of Mr. Stewart and Rinnovo as CRO include assisting in
all aspects of business activities and operations, managing real
estate, serving as the principal contact with creditors regarding
financial and operational matters and providing information for
inclusion in court filings.
Mr. Stewart and Rinnovo shall be paid at the rate of $375. In
addition, Mr. Stewart and Rinnovo shall be entitled to a $25,000
completion fee, payable upon the earlier of (i) consummation of a
chapter 11 plan of reorganization or (ii) the sale, transfer or
other disposition of all or a substantial portion of the assets or
equity of the Debtors in one or more transactions.
Mr. Stewart and Rinnovo shall require a retainer of $50,000.
Rinnovo can be reached through:
Gregg F. Stewart
Rinnovo Management LLC
3940 NE Sugarhill Ave
Jensen Beach, FL 34957
Phone: 772-834-3876
About TM Healthcare Holdings, LLC
TM Healthcare Holdings, LLC, a Stuart, Fla.-based company in the
health care business, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-20024) on Sep. 17,
2020. The petition was signed by Paul Kamps, chief financial
officer.
At the time of the filing, Debtor had estimated assets of less than
$50,000 and liabilities of between $50 million and $100 million.
Judge Erik P. Kimball oversees the case. Shraiberg Landau & Page
P.A. is Debtor's legal counsel.
TRIBUNE CO: Sr. Noteholders Lose Court Battle to Undo Ch. 11 Plan
-----------------------------------------------------------------
Leslie A. Pappas of Bloomberg Law reports that the Tribune Co.'s
senior noteholders can't rely on their subordination agreements
with other creditors of the bankrupt media conglomerate to recover
more under its Chapter 11 plan, the Third Circuit ruled.
The subordination agreements, which provided that the senior
noteholders would be paid first, don't need to be strictly enforced
for a court to confirm a "cramdown" bankruptcy plan, the U.S. Court
of Appeals for the Third Circuit said. Cramdown plans are
reorganization and liquidation plans that are confirmed by
bankruptcy courts despite objections by entire classes of
creditors.
The appeals court's ruling upheld a finding by the U.S. District
Court for the District of Delaware that the bankruptcy court
properly approved Tribune's plan.
The lower courts took a "pragmatic approach" and "reached the right
result," Judge Thomas L. Ambro wrote for the appeals court. The
bankruptcy code, at 11 U.S.C. Section 1129(b)(1), doesn't require
courts to strictly enforce subordination agreements in a cramdown
situation, he said.
Creditor Battle
The case involves a battle among the creditors of Chicago-based
Tribune Co., which owned newspapers such as the Chicago Tribune and
Los Angeles Times. The company filed for bankruptcy in 2008 and
exited in 2012.
The company's senior noteholders, who claimed they were owed $1.8
billion when the company filed for bankruptcy, didn't accept the
plan that had been accepted by other creditors. The bankruptcy
court confirmed the plan in 2012 despite the vote.
The senior noteholders argued that the reorganization plan took
away their rights by not strictly enforcing the subordination
agreements. The confirmed plan, which bound the senior noteholders
to its terms, instead gave them distributions equal to similar
creditor classes.
Judges Cheryl Ann Krause and Stephanos Bibas joined the decision.
Robbins Russell Englert Orseck Untereiner & Sauber represented the
Delaware Trust Company. McCarter & English represented Deutsche
Bank Trust Company Americas. The trust companies represented the
senior noteholders' interests. Jones Day, Sidley Austin, and Cole
Schotz represented Tribune.
The case is In re Tribune Co., 3d Cir., No. 18-2909, 8/26/20.
About Tribune Co.
Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
and 110 of its affiliates filed for Chapter 11 protection (Bankr.
D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors
proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel,
Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez
& Marsal North America LLC as financial advisors; and Epiq
Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the
Debtors listed $7,604,195,000 in total assets and $12,972,541,148
in total debts. Chadbourne & Parke LLP and Landis Rath LLP served
as co-counsel to the Official Committee of Unsecured Creditors.
AlixPartners LLP served as the Committee's financial advisor.
Landis Rath Moelis & Company served as the Committee's investment
banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in
Wilmington, Delaware, represented the Committee in connection with
the lawsuit filed against former officers and shareholders for the
2007 LBO of Tribune.
Protracted negotiations and mediation efforts and numerous proposed
plans of reorganization filed by Tribune Co. and competing creditor
groups delayed Tribune's emergence from bankruptcy. Many of the
disputes among creditors center on the 2007 leveraged buyout
fraudulence conveyance claims, the resolution of which is a key
issue in the bankruptcy case.
Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization. In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan. Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.
Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending four
years of reorganization. The reorganization allowed a group of
banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.
TUESDAY MORNING: Quilling Represents HSV Property, B&B Britton
--------------------------------------------------------------
In the Chapter 11 cases of Tuesday Morning, Inc. et al., the law
firm of Quilling, Selander, Lownds, Winslett & Moser, P.C.
submitted a verified statement under Rule 2019 of the Federal Rules
of Bankruptcy Procedure, to disclose that it is representing the
following entities:
a. HSV Property Owner LP, 1819 Wazee Street, 2nd Floor,
Denver, Colorado 80202; and
b. B&B Britton Plaza Holdings, LLC, c/o Bailey Cavalieri,
LLC, Attn: Timothy Riedel, 10 West Broad Street, Suite
2100, Columbus, OH, 43215.
HSV is the lessor successor-in-interest with regard to that certain
Lease, with the Debtor Tuesday Morning, Inc. as lessee, for the
lease of certain nonresidential real property in the shopping
center known as Hillside Village Shopping Center in Dallas, Texas.
Britton Plaza and Debtor Tuesday Morning, Inc. are parties to a
Fourth Amendment to Lease, effective July 14, 2014, as extended,
for approximately 24,000 square feet of retail space in a shopping
center known as Britton Plaza in Tampa, Florida.
Both Clients, as landlords to the Debtor Tuesday Morning, Inc.
pursuant to those shopping center leases, may hold claims against
one or more of the Debtors under those respective leases for
pre-petition monetary defaults, non-monetary defaults, and
additional monetary amounts which are currently unknown, or
unliquidated, or not yet due, including any real estate taxes, CAM
charges, percentage rent, insurance and indemnification
obligations, attorneys' fees, and other adjustments.
Both of the Clients have engaged the Firm to represent them in
connection with these jointly administered chapter 11 cases.
The interests held by each of these persons or entities did not
arise in connection with the Clients acting together pursuant to a
committee arrangement, either in the past or at this time.
Upon information and belief, the Firm does not possess any claims
against or interest in the Debtors.
Counsel for HSV Property Owner LP and B&B Britton Plaza Holdings,
LLC can be reached at:
QUILLING, SELANDER, LOWNDS, WINSLETT & MOSER, P.C.
Joshua L. Shepherd, Esq.
2001 Bryan Street, Suite 1800
Dallas, TX 75201
Telephone: (214) 871-2100
Facsimile: (214) 871-2111
Email: jshepherd@qslwm.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/35aY5jV
About Tuesday Morning Corp.
Tuesday Morning Corporation, together with its subsidiaries, is a
closeout retailer of upscale home furnishings, housewares, gifts,
and related items. It operates under the trade name "Tuesday
Morning" and is one of the original "off-price" retailers
specializing in providing unique home and lifestyle goods at
bargain values. Based in Dallas, Tuesday Morning operated 705
stores in 40 states as of Jan. 1, 2020. For more information, visit
http://www.tuesdaymorning.com/
On May 27, 2020, Tuesday Morning and six affiliates sought Chapter
11 protection (Bankr. N.D. Tex. Lead Case No. 20-31476). Tuesday
Morning disclosed total assets of $92 million and total liabilities
of $88.35 million as of April 30, 2020.
The Hon. Harlin Dewayne Hale is the case judge. The Debtors tapped
Haynes and Boone, LLP as general bankruptcy counsel; Alixpartners
LLP as financial advisor; Stifel, Nicolaus & Co., Inc. as
investment banker; A&G Realty Partners, LLC as real estate
consultant; and Great American Group, LLC as liquidation
consultant. Epiq Corporate Restructuring, LLC is the claims and
noticing agent.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on June 9, 2020. The committee is represented by Munsch
Hardt Kopf & Harr, P.C.
URBAN MEDICAL: PCO Hires Rabinowitz Lubetkin as Counsel
-------------------------------------------------------
Virginia M. Plaza, the Patient Care Ombudsman of Urban Medical
Center, Inc., seeks authority from the U.S. Bankruptcy Court for
the District of Jersey to employ Rabinowitz Lubetkin & Tully, LLC,
as counsel to the Ombudsman.
Ms. Plaza requires Rabinowitz Lubetkin to:
-- represent the Ombudsman in understanding and performing her
obligations under 11 U.S.C. § 333;
-- represent the Ombudsman in court proceedings or hearing;
-- advise and represent the Ombudsman concerning the impact
upon patients of any potential reorganization or sale of
the Debtors’ assets; and
-- perform such other legal services as are required
throughout the case, by the court, all in accordance with
the Ombudsman's duties and powers.
Rabinowitz Lubetkin 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.
Jeffrey A. Cooper, partner of Rabinowitz Lubetkin & Tully, LLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their/its
estates.
Rabinowitz Lubetkin can be reached at:
Jeffrey A. Cooper, Esq.
RABINOWITZ, LUBETKIN & TULLY, LLC
293 Eisenhower Parkway, Suite 100
Livingston, NJ 07039
Tel: (973) 597-9100
About Urban Medical Center
Urban Medical Center, Inc., is a medical group practice located in
Jersey City, NJ that specializes in Family Medicine.
Urban Medical Center, Inc., based in Jersey City, NJ, filed a
Chapter 11 petition (Bankr. D.N.J. Case No. 20-19750) on Aug. 20,
2020. In the petition signed by Hyacinth Ucheagwu, MD, principal,
the Debtor was estimated to have $500,000 to $1 million in assets
and $1 million to $10 million in liabilities. The Debtor hired
Rabinowitz Lubetkin & Tully, LLC, as counsel.
VALARIS PLC: Seeks to Hire McKinsey Recovery as Consultant
----------------------------------------------------------
Valaris PLC and its affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of Texas to hire
McKinsey Recovery & Transformation Services, U.S., LLC to provide
them with consulting services.
McKinsey Recovery's services will focus on a concentrated effort to
improve the Debtors' operations, including external spend
optimization and onshore operational and organizational support.
The firm will help the Debtors improve the efficiency of their
standard procurement and supply-chain processes, establish an
outsourced support center in India, and transition from a
geographic to a functional organization design to further
streamline their operations and reduce costs.
The Debtors and McKinsey negotiated a payment structure, which
includes expense reimbursement.
Dmitry Krivin, a partner at McKinsey, disclosed in court filings
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Dmitry Krivin
McKinsey & Company, Inc.
3 World Trade Center
175 Greenwich Street
New York, NY 10007
Tel:+1 (212) 446 7000
About Valaris plc
Valaris plc provides offshore drilling services. It is an English
limited company with its corporate headquarters located at 110
Cannon St., London. Visit http://www.valaris.com/for more
information.
On Aug. 19, 2020, Valaris and its affiliates sought Chapter 11
protection (Bankr. S.D. Texas Lead Case No. 20-34114).
The Debtors have tapped Kirkland & Ellis LLP and Slaughter and May
as their bankruptcy counsel, Lazard as investment banker, and
Alvarez & Marsal North America LLC as restructuring advisor.
Stretto is the claims agent.
Kramer Levin Naftalis & Frankel LLP and Akin Gump Strauss Hauer &
Feld LLP serve as legal advisors to the consenting noteholders
while Houlihan Lokey Inc. serves as their financial advisor.
VALKYR PURCHASER: Moody's Assigns B2 CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service assigned first time ratings to Valkyr
Purchaser, LLC, including a B2 Corporate Family Rating (CFR), B2-PD
Probability of Default Rating (PDR) and B2 ratings to the proposed
$300 million senior secured first lien term loan and $30 million
revolving credit facility. The rating outlook is stable.
Net proceeds from the first lien term loan will be used by the
company to repay existing debt of Veracode. The ratings are subject
to the transaction closing as proposed and receipt and review of
the final documentation.
Assignments:
Issuer: Valkyr Purchaser, LLC
Corporate Family Rating, Assigned B2
Probability of Default Rating, Assigned B2-PD
Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3)
Senior Secured 1st Lien Revolving Credit Facility, Assigned B2
(LGD3)
Outlook Actions:
Issuer: Valkyr Purchaser, LLC
Outlook, Assigned Stable
RATINGS RATIONALE
Veracode's B2 CFR reflects the company's moderately high leverage
of around 5x debt/EBITDA as of the LTM period ended June 30, 2020
(Moody's adjusted on a cash EBITDA basis and excluding certain
one-time expenses or 5.6x if including these expenses), small
business scale and exposure to the fragmented and highly
competitive application security market. Following the buyout by
private equity sponsor, Thoma Bravo in 2019, Veracode has
implemented a series of cost cutting actions that improved its
profitability and cash flow generation. Moody's expects Veracode to
continue to seek cost efficiencies and prioritize profitability in
the near term, however this strategy will likely result in a more
tempered revenue growth than historically.
In addition, the current economic recession could also weigh on the
company's near-term revenue growth. Moody's anticipates that
Veracode's private equity owner will pursue somewhat aggressive
financial policies, a key ESG consideration, that will sustain
elevated debt/EBITDA levels. Moody's also expects that over time,
Veracode will be looking to strengthen its product portfolio
through M&A and seek out consolidation opportunities that result in
elevated integration risks and increased debt levels.
The rating is supported by Veracode's leading position in the
application security market and its comprehensive portfolio of
application security testing services. The company benefits from
solid organic growth potential driven by the increasing number of
enterprise applications, growing adoption of DevOps (a combination
of development and IT operations that aims to shorten application
development and deployment) and rising cybersecurity concerns.
Moody's estimates Veracode's addressable market to grow in the
mid-teen digits over the next 18 to 24 months. Most of the the
company's revenue is generated on recurring SaaS and subscription
basis, which coupled with historically solid retention rates
provides good revenue predictability, also supporting the rating.
Liquidity is expected to be very good, supported by an estimated
$100 million of cash at the close of the transaction, full
availability under a $30 million revolver and Moody's expectation
for $35 - $45 million of free cash flow over the next 12 months.
Veracode's cash flow exhibits some seasonality as a significant
portion of company's renewals occur in December and March quarters
(fiscal Q3 and Q4, respectively). The company's capital
expenditures are modest and annual term loan amortization is $3
million. The proposed revolver is expected to contain a first lien
net leverage ratio financial covenant set at 35% cushion to closing
leverage and springing at 35% utilization.
The stable outlook reflects Moody's expectation for positive
organic revenue growth despite the economic recession, which along
with improving operating margins will sustain leverage below 5x
debt/EBITDA (on a cash EBITDA basis) over the next 12 to 18 months.
It also reflects the expectation that Veracode will maintain very
good liquidity and generate free cash flow to debt above 5%.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Veracode's scale is increased
substantially by generating consistent organic revenue and EBITDA
growth such that cash based leverage is expected to be sustained
below 4x. The company would also have to commit to conservative
financial policies.
The ratings could be downgraded if growth slows significantly,
cash-based leverage is expected to be sustained above 6x, free cash
flow to debt is below 5% on other than a temporary basis or
liquidity weakens.
The proposed $300 million first lien senior secured term loan due
2027 and $30 million first lien senior secured revolving credit
facility due 2025 are rated B2, in line with the B2 CFR, reflecting
the preponderance of the first lien debt in the capital structure.
Preliminary terms in the first lien credit facility contain
provisions for incremental facility capacity up to the greater of
$75 million or 100% consolidated EBITDA, plus an additional amount
subject to either a pro forma First Lien Net Leverage ratio that is
equal to 5x (pari passu secured debt), 7x Secured Net Leverage
ratio (junior debt), or 7.25x Total Net Leverage ratio if unsecured
debt (such incremental debt may also be incurred on a leverage
neutral basis if used to finance an acquisition or investment).
Only wholly-owned domestic subsidiaries must provide guarantees.
There are leverage-based step-downs in the asset sale prepayment
requirement to 50% and 0% if the First Lien Leverage Ratio is equal
to or less than 4.25x and 3.75x, respectively.
The proposed terms and the final terms of the credit agreement can
be materially different.
The principal methodology used in these ratings was Software
Industry published in August 2018 and available.
Headquartered in Burlington, MA, Veracode is a global provider of
application security software and services. The company offers
solutions across static, dynamic, software composition and
interactive testing, serving over 2,500 customers across a wide
range of industries. Veracode was acquired by Thoma Bravo from
Broadcom in January 2019 for $950 million. For the LTM period ended
June 30, 2020 the company generated $229 million of revenue.
GULFPORT ENERGY: Moody's Cuts CFR to Caa3, Outlook Negative
-----------------------------------------------------------
Moody's downgrades Gulfport notes to Ca
16 Oct 2020
New York, October 16, 2020 –
Moody's Investors Service downgraded Gulfport Energy Corporation's
(Gulfport) Corporate Family Rating (CFR) to Caa3 from Caa1,
Probability of Default Rating (PDR) to Ca-PD from Caa1-PD and
senior unsecured notes to Ca from Caa2. The SGL-4 Speculative Grade
Liquidity Rating remains unchanged. The negative outlook remains
unchanged.
These rating actions follow the company's announcement [1] that it
elected to enter a 30-day grace period and defer making the
interest payment due October 15, 2020 with respect to its 6.000%
senior unsecured notes due 2024, and that it has entered into
forbearance agreement related to its senior secured credit
facility.
Downgrades:
Issuer: Gulfport Energy Corporation
Probability of Default Rating, Downgraded to Ca-PD from Caa1-PD
Corporate Family Rating, Downgraded to Caa3 from Caa1
Senior Unsecured Notes, Downgraded to Ca (LGD4) from Caa2 (LGD4)
RATINGS RATIONALE
The downgrade of Gulfport's PDR to Ca-PD reflects the increased
likelihood of default following the missed coupon payment due on
October 15. The downgrade of the CFR to Caa3 and the unsecured
notes to Ca reflects Moody's expectations on recovery. The company
has a 30-day grace period to make the coupon payment before such
non-payment constitutes an event of default with respect to the
unsecured notes due 2024.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if Moody's views on recovery were
to be lowered. An upgrade would be considered if the company can
restore liquidity and reduce debt.
Gulfport is a publicly traded exploration and production company
with principal producing assets in the Utica Shale and SCOOP play
in Oklahoma, and is headquartered in Oklahoma City, Oklahoma.
The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.
VERACODE PARENT: Fitch Assigns 'B+' LongTerm IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has assigned first-time Long-Term Issuer Default
Ratings (IDRs) of 'B+' to Veracode Parent, LP and Valkyr Purchaser,
LLC (operating as Veracode). The Rating Outlook is Stable. Fitch
has also assigned a 'BB+'/'RR1' rating to Veracode's $30 million
secured revolving credit facility (RCF) and $300 million first-lien
secured term loan. The proceeds will be used to fully repay
Veracode's existing $300 million debt. Thoma Bravo acquired
Veracode from Broadcom in January 2019 for $950 million. Broadcom
acquired Veracode as part of the CA, Inc. acquisition in November
2018.
Fitch's ratings are supported by Veracode's leading position in an
emerging and growing area within cybersecurity. Due to the
expanding footprint of connected devices and complexity in data
networks, application security emerged as a vulnerability in
cybersecurity. While network firewalls and end-point security
traditionally provided effective cybersecurity, application
security testing solutions emerged for software-development
organizations to address vulnerabilities in software applications
and are increasingly part of the software-development process.
Veracode is positioned to capitalized on the industry growth.
The private equity ownership could limit deleveraging despite the
FCF generation projected for the company. Fitch expects the company
to prioritize realization of operating leverage and ROE over
accelerated deleveraging. Fitch estimates fiscal 2021 gross
leverage to be above 4.5x and trending toward 4.0x by fiscals
2022/2023, primarily driven by EBITDA growth. The private equity
ownership is likely to maintain moderate levels of financial
leverage.
KEY RATING DRIVERS
Secular Tailwind Supporting Growth: The application security
testing market is estimated to grow in the mid-10%-20% CAGR range
through 2023, according to various market research. The vastly
expanding footprint of devices across networks creates increasing
challenges for traditional approaches to network security. The
efforts to secure information and devices are evolving from network
firewalls and end-points security to increasing focus on software
applications to detect vulnerabilities at the software
application-development stage. As application security awareness is
incorporated into the software-development process, providers of
tools for application-security testing should benefit from the
rising demand.
Market Penetration Catalyst for Growth: Fitch believes
application-security testing market growth will be driven by
increasing awareness that rising complexity in networks and devices
would render traditional network-centric solutions insufficient.
While it is widely recognized that reducing software application
vulnerabilities is effective in addressing information security,
best practices in software development are not always followed as
organizations balance development time and resources with best
practices discipline. Continuing market education and regulatory
enforcements are increasing such discipline and demand for greater
emphasis on application security.
Leader in Niche Subsegment: Application-security testing is a niche
market with a few leading suppliers, including Veracode; Synopsys,
Inc.; Checkmarx Ltd; Micro Focus International plc; and WhiteHat
Security, Inc. Veracode solution was developed as a cloud-based
software-as-a-service solution that supports easy scalability and
implementation. While the industry consists of numerous viable
competing products, Fitch expects customer retention to be high for
the industry as solutions become standard tools within customers'
software-development workflow.
High Revenue Retention Rate and Recurring Revenue: During LTM
fiscal 1Q21, recurring revenue represented approximately 95% of
total revenue and very high retention rates. Fitch believes these
characteristics are reflective of a mission-critical product
embedded in the customers' workflow. In conjunction with a
subscription revenue model, these attributes provide strong revenue
visibility.
Diversified Customer Base: Veracode serves over 2,500 customers in
the enterprise and midmarket segments, over 1,000 of which were
added since 2017. During fiscal 2020, the largest customer
represented 2% of total revenue while the top 50 customers
contributed to 42% of revenue. Veracode also has a diverse
cross-section of industries served that is representative of
industry verticals that are particularly sensitive to information
security, such as financial services. In Fitch's view, the diverse
set of customers and industry verticals should minimize
idiosyncratic risks that may arise from customers or industries.
Narrow Product Focus: Veracode focuses on the narrow segment of
application security testing. While this is an emerging and growing
segment, the narrow focus could expose the company to risks
associated with the evolving cybersecurity industry. Segment growth
depends on broader adoption of application security testing by
software-development organizations.
Moderate Financial Leverage: Fitch estimates gross leverage to be
above 4.5x in fiscal 2021 and to approach 4.0x in fiscals
2022-2023. Given the private equity ownership that is likely to
prioritize ROE, Fitch believes debt prepayment is unlikely despite
the forecast strong FCF generation. Fitch expects excess capital is
likely to be used for acquisitions to accelerate revenue growth or
for dividends to the owners with financial leverage remaining at
moderate levels.
DERIVATION SUMMARY
Veracode operates in the subsegment of application-security testing
within the enterprise-security market that traditional included
network firewalls and end-point security. The broader
enterprise-security market has been growing, supported by greater
awareness around security breaches and the increasing complexity of
IT networks and applications. Application security also benefits
from industry secular growth trends. Within the
application-security testing subsegment, Veracode is perceived as
one of the leaders. Within the broader enterprise security market,
peers include NortonLifeLock Inc. (BB+/Stable).
Veracode has smaller revenue scale and lower EBITDA margins than
NortonLifeLock. Veracode also has higher gross leverage. Fitch also
compares Veracode with Sysnopsys, Inc., a direct peer to Veracode.
Synopsys' LTM EBITDA margin (29.5%) was also stronger than that of
Veracode. As Veracode continues to grow its revenues, Fitch expects
the company to realize operating leverage and gradually expand its
profit margins.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
-- Revenue growth in the high single digits;
-- Realization of operating leverage resulting in operating
expenditure growth slower than revenue growth with EBITDA margins
approaching 30% by fiscal 2024;
-- Capex intensity remaining at approximately 5% of revenue;
-- Debt repayment limited to mandatory amortization;
-- Aggregate acquisitions of $75 million through fiscal 2024;
-- Aggregate dividends to owners of $75 million through fiscal
2024.
Key Recovery Rating Assumptions
-- The recovery analysis assumes Veracode would be reorganized as
a going-concern (GC) in bankruptcy rather than liquidated.
-- Fitch assumed a 10% administrative claim.
GC Approach
-- Veracode's GC EBITDA is assumed to be $47.9 million,
approximately 24% below estimated fiscal 2021 EBITDA of $63 million
(26.4% margin). The company has been growing its revenue scale and
benefiting from operating leverage, as reflected in the recent
expanding EBITDA margins. Fitch believes the company can achieve GC
EBITDA at least same as LTM.
-- The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level, upon which Fitch bases the
enterprise valuation (EV).
-- An EV multiple of 7.0x EBITDA is applied to the GC EBITDA to
calculate a post-reorganization EV. The choice of this multiple
considered the following factors:
-- The historical bankruptcy case study exits multiples for
technology peer companies ranged from 2.6x to 10.8x;
-- Of these companies, only three were in the software sector:
Allen Systems Group, Inc.; Avaya, Inc.; and Aspect Software Parent,
Inc., which received recovery multiples of 8.4x, 8.1x and 5.5x,
respectively.
-- The highly recurring nature of Veracode's revenue and
mission-critical nature of the product support the high-end of the
range;
-- Fitch arrives at an EV of $335 million. After applying the 10%
administrative claim, adjusted EV of $302 million is available for
claims by creditors.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Fitch's expectation of gross leverage (total debt with equity
credit/operating EBITDA) sustaining below 4.0x or FFO leverage
below 3.75x;
-- (Cash flow from operations [CFO] - capex)/total debt with
equity credit ratio sustaining near 10%;
-- Organic revenue growth sustaining above the high single
digits;
-- Diversification of product focus.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Fitch's expectation of gross leverage sustaining below 5.5x or
FFO leverage below 5.25x;
-- (CFO - capex)/total debt with equity credit ratio sustaining
below 7.5%;
-- Organic revenue growth sustaining near 0%.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: The company's liquidity is projected to be
adequate, supported by its FCF generation and an undrawn $30
million RCF, and readily available cash and cash equivalents. Fitch
expects Veracode's cash flow to be supported by normalized EBTIDA
margins in the 20% range.
Debt Structure: Veracode has $300 million of secured first-lien
debt due 2027. Given the recurring revenue nature of the business
and adequate liquidity, Fitch believes Veracode will be able to
make its required debt payments.
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.
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.
VESTA ENERGY: S&P Lowers Long-Term ICR to 'CCC'; Outlook Negative
-----------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Vesta Energy Corp. to 'CCC' from 'CCC+' following the material
reduction in the company's reserve-based lending (RBL) facility to
C$225 million from C$350 million.
The rating agency revised its recovery rating on Vesta's C$200
million of unsecured notes to '2' from '4', reflecting the improved
recovery prospects for noteholders following the decline in
priority debt. It affirmed the 'CCC+' issue-level rating on the
notes.
The negative outlook reflects the minimal liquidity cushion and
reliance on external sources of financing to fund projected
spending.
"The downgrade reflects Vesta's small production base and
unsustainable capital structure, and our expectation that liquidity
will remain under pressure in the near term," S&P said.
S&P believes Vesta's relatively small production base (about
11,000-12,000 barrels of oil equivalent [boe] per day) compromises
the company's long-term viability, necessitating continued drilling
to sustain and increase production levels. Following the material
reduction in the RBL and given S&P's expectation of continuing
negative free cash flow generation, the rating agency believes the
company has limited financing options to bridge operating
shortfalls, relying on external sources and favorable industry
conditions to meet its financial commitments.
"In our view, Vesta's constrained liquidity also heightens the risk
of an opportunistic debt restructuring that we might view as
distressed," S&P said.
The negative outlook on Vesta reflects the tight liquidity and
reliance on external sources of financing to fund growth spending.
"We could lower the rating if there was a heightened risk of a
distressed exchange within the next 12 months. This could occur if
industry conditions do not improve and the company's liquidity
continued to deteriorate," S&P said.
"We could raise the rating if Vesta secured sufficient external
liquidity to ensure the ongoing viability of the business. In such
a scenario, we would no longer view a distressed exchange as
likely," the rating agency said.
W. KEN TGANSKE: Stipulation with BNG on $2.5K Feeder Wagon Sale OKd
-------------------------------------------------------------------
Judge Katherine Maloney Perhach of the U.S. Bankruptcy Court for
the Eastern District of Wisconsin approved the Stipulation between
W. Kent Ganske and Julie L. Ganske and The Bank of New Glarus to
eliminate the need for an objection and hearing on an objection
regarding the approved sale of the Debtors' farm equipment
consisting of one 16-foot feeder wagon with silage panels to
Kenneth C. Kieler for $2,500, free and clear of liens.
BNG asserts a properly perfected first position security interest
in the Property.
Pursuant to the Stipulation, the lien of BNG attaches to the sale
proceeds from the Property, which will be applied to and reduce the
principal balance owed by the Debtors to BNG.
The parties to the Stipulation are ordered to abide by its terms.
A copy of the Stipulation is attached to the Order.
A copy of the Stipulation is available at
https://tinyurl.com/yxhby9mc from PacerMonitor.com free of charge.
W. Kent Ganske and Julie L. Ganske sought Chapter 11 protection
(Bankr. E.D. Wisc. Case No. 20-21042) on Feb. 11, 2020.
WILDBRAIN LTD: Moody's Lowers CFR to B3, Outlook Stable
-------------------------------------------------------
Moody's Investors Service downgraded WildBrain Ltd.'s corporate
family rating to B3 from B2 and probability of default rating to
B3-PD from B2-PD. At the same time Moody's has affirmed the B2
senior secured credit facilities ratings. The outlook remains
unchanged at stable and the speculative grade liquidity rating
remains SGL-2.
"The downgrade reflects reduced earnings and high leverage of
around 8x, which Moody's expects to be sustained for the next 12-18
months" said Moody's Analyst Jonathan Reid.
The following summarizes WildBrain's ratings and the actions:
Downgrades:
Issuer: WildBrain Ltd.
Corporate Family Rating, Downgraded to B3 from B2
Probability of Default Rating, Downgraded to B3-PD from B2-PD
Affirmations:
Issuer: WildBrain Ltd.
Senior Secured Bank Credit Facility, Affirmed B2 (LGD3)
Outlook Actions:
Issuer: WildBrain Ltd.
Outlook, Remains Stable
RATINGS RATIONALE
WildBrain's credit profile is constrained by: 1) lower revenue and
EBITDA from its Spark AVOD platform as the company implements
measures to regain revenue it lost as a result of YouTube
eliminating targeted advertising to children and a decline in
advertising revenues driven by the Coronavirus pandemic; 2) high
leverage, with debt/EBITDA of around 8x including Moody's
adjustments over the next 12-18 months; and 3) small scale, which
limits the company's ability to absorb rapid shifts in viewing and
distribution trends and leads to volatility in its credit metrics.
WildBrain is supported by; 1) the company's good track record of
producing children's content and its extensive portfolio of media
content that includes several high-profile brands such as Peanuts;
2) good demand for children's content that should support longer
term revenue and EBITDA growth; and 3) good liquidity supported by
positive free cash flow generation.
WildBrain has good liquidity (SGL-2), with sources of around C$120
million over the next four quarters with no mandatory debt
amortization. Sources are comprised of free cash flow of about C$35
million over the next four quarters, C$58 million operating cash
(C$68 million of unrestricted cash on balance sheet at June 30 2020
less around C$10 million Moody's believes the company needs to run
the business) and around C$30 million of availability under its
approximately C$40 million revolving credit facility (equivalent to
US$30 million) which is committed to June 30, 2022. The term loan
and revolver feature a Total Net Leverage Ratio covenant which is
currently limited to 6.75x, and Moody's expects the company to be
compliant over the next four quarters. The company has assets it
could easily monetize however the company would have to use the
proceeds to repay debt.
The stable outlook reflects its view that WildBrain will generate
positive free cash flow and maintain good liquidity over the next
12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if EBITA/interest was sustained
below 1x (1.6x at LTM June20) or if the company experienced a
deterioration in liquidity likely driven by sequential negative
free cash flow generation and deterioration of industry
fundamentals. An upgrade could be considered if the company
sustained debt/EBITDA below 6.5x (7.9x at LTM June20) while
sustaining EBITA/interest above 2x (1.6x at LTM June20).
Moody's loss given default model indicates that the company's
senior secured credit facility's rating should be notched up 2
levels from WildBrain's CFR. Due to uncertainties around how the
company's C$120 million convertible subordinated debenture and C$25
million exchangeable debenture fits into a permanent capital
structure however, Moody's has opted to rate the facility only one
notch above WildBrain's B3 CFR. The convertible instruments provide
loss absorption cushion which its liability-based model then uses
to suggest that the senior secured obligations be notched-up from
the CFR; were the instruments converted to equity, its
liability-based model would have a much-reduced loss absorption.
WildBrain is exposed to social risks through viewership patterns
that continue to evolve and disrupt traditional methods of content
distribution and through regulation that is beginning to catch up
with streaming platforms. The company's governance risk is minimal
in its view as the company is publicly traded and management has
exhibited a prudent track record of debt management.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
WildBrain Ltd. is a public company headquartered in Halifax,
Canada, that produces children's content for broadcast TV as well
as internet streaming platforms. It owns brands such as Peanuts,
Inspector Gadget, Teletubbies and Strawberry Shortcake.
WP CPP: S&P Cuts ICR to 'CCC+'; Outlook Negative
------------------------------------------------
S&P Global Ratings lowered all of its ratings on WP CPP Holdings
LLC by one notch, including the issuer credit rating, which went to
'CCC+' from 'B-'.
The outlook is negative because the company's credit metrics and
liquidity could weaken further if it is unsuccessful in cutting
costs and limiting working capital outflows, or if build rates
decrease further.
CPP's credit metrics will likely remain very weak through at least
2021 as a result of the coronavirus pandemic. As a manufacturer of
metal components, mainly for commercial (56% of 2019 revenue) and
military (23%) aircraft engines and other components, the company's
revenue is tied to build rates. Commercial air traffic has declined
significantly due to the coronavirus pandemic, and it is expected
to take years to recover to pre-pandemic levels. S&P said, "As a
result, commercial OEMs have reduced build rates by 30%-40%
(excluding the Boeing 737 MAX) for 2020, and we expect them to
remain at these lower rates through 2021. While we expect military
work to remain relatively unaffected, CPP's revenue and earnings
will decline significantly as a result. Its credit metrics weakened
in 2019 due to a recapitalization, and we now expect debt to EBITDA
to remain above 10x through 2021, which leads us to believe its
capital structure may no longer be sustainable."
Environmental, social, and governance (ESG) credit factors for this
credit rating change:
-- Health and safety
S&P said, "The negative outlook reflects our expectation that CPP's
credit metrics will likely remain weak into 2021 as a result of the
coronavirus pandemic. We now expect commercial aircraft OEMs' build
rates to remain low into 2021, which will depress the company's
earnings. As a result, we expect debt to EBITDA of above 10x in
2020 and 2021."
"We could lower the ratings again if we believe that CPP could
default within 12 months due to a near-term liquidity crisis, or if
we believe it is considering a distressed exchange offer or
redemption. Such a liquidity crisis would likely stem from the
coronavirus pandemic having a greater effect on earnings and free
cash flow than we currently forecast."
"Although unlikely in the next 12 months, we could revise the
outlook to stable if we expect CPP's debt to EBITDA to improve to
below 8x, if its free cash flow approaches breakeven, and the
company is able to maintain adequate liquidity." This would likely
be the result of a quicker-than expected recovery in air traffic
that leads to OEMs returning to higher build rates."
S&Packnowledges a high degree of uncertainty about the evolution of
the coronavirus pandemic. The current consensus among health
experts is that COVID-19 will remain a threat until a vaccine or
effective treatment becomes widely available, which could be around
mid-2021.
S&P said, "We are using this assumption in assessing the economic
and credit implications associated with the pandemic. As the
situation evolves, we will update our assumptions and estimates
accordingly."
[*] Around 150+ E&Ps Will Need Chapter 11 by December 2022
----------------------------------------------------------
OilandGas360 reports that the Covid-19 pandemic has added severe
financial strain on a North American upstream industry that was
already reeling under billions of dollars of debt. With WTI
climbing past $40 a barrel, most exploration and production firms
(E&Ps) have been able to keep their head above water, but unless
prices strengthen further about 150 more E&Ps will need to seek
Chapter 11 protection through 2022, a Rystad Energy analysis
shows.
So far this year, according to Haynes & Boone, 32 E&Ps have already
filed for Chapter 11, recording a cumulative debt of about $40
billion. On the oilfield services (OFS) front, 25 companies have
filed for Chapter 11. If WTI remains at $40, Rystad Energy
estimates 29 more E&P Chapter 11 filings this year, adding another
$26 billion of debt at risk.
In a scenario with WTI continuing to hover around $40 over the next
two years, we can expect another 68 Chapter 11 filings from E&Ps in
2021, and 57 more in 2022, adding $58 billion and $44 billion,
respectively, of more debt at risk. That would bring the total
amount of E&P debt at risk from now until the end of 2022 to $128
billion.
Bankruptcy allows Weatherford to realize first profit in more than
six years- oil and gas 360. Bankruptcy allows Weatherford to
realize first profit in more than six years
Bankruptcy filings by US energy producers at four-year high
-oilandgas360
If WTI price levels remain largely unchanged and our Chapter 11
forecasts materialize, this would bring the total number of North
American E&P filings for 2020-2022 to nearly 190, compared to 207
during the five-year period of 2015-2019. That would also bring
total Chapter 11 North American E&P debt for 2020-2022 to about
$168 billion, 36% higher than the $122 billion recorded in
2015-2019.
The number of filings so far is lower than what was recorded in the
previous downturn, particularly in 2016, but total debt for the
filings in the first seven months of the year, for both E&Ps and
OFS players, is already at the same level as the full year of 2016,
at $70 billion. Looking at the average debt per company, 2020 seems
to be a clear outlier, at $1.2 billion. This is 160% higher than
the average debt of $460 million recorded in the 2015-2019 period
and twice as much as the 2017 level, which was the second highest
in terms of average debt in a year.
Both E&Ps and OFS Chapter 11 cases exhibit the same dynamic this
year – with the average debt for an E&P at $1.25 billion and for
an OFS company at $1.19 billion. The OFS sector usually has lower
debt than E&Ps, as the former in the US is punctuated with small
suppliers and service providers, whereas the capital structure of
smaller E&Ps is typically fully family owned. The average debt for
the OFS sector is higher this year because of several large
bankruptcies.
Our E&P Chapter 11 model is based on a cash flow analysis covering
about 10,000 active North American oil and gas E&Ps. The model is
designed to present a macro-level outlook rather than look at
individual company insights, as the capital structure for a
majority of small and private E&Ps is based on assumptions and
matches the actual number of Chapter 11 cases.
"While an improvement in oil prices towards $40 per barrel WTI
saved a significant number of E&Ps and prevented early Chapter 11
filings in June-July, the current price environment is in no way
sufficient for a large number of E&Ps in the medium-term. As
hedging programs set at WTI $50+ per barrel expire in the second
half of this year, we anticipate greater financial pressure on the
industry unless WTI prices recover further," says Artem Abramov,
Rystad Energy’s Head of Shale Research.
[*] Commercial Bankruptcies Down in Wisconsin
---------------------------------------------
USA TODAY Network although the economy has seen months of
unemployment and business disruption from the coronavirus pandemic,
predictions that bankruptcies would skyrocket have not come to
pass.
But industry watchers -- including some entrepreneurs, lenders,
lawyers and landlords -- don't expect the calm to last. They
describe what could come next as a "tidal wave" or "bankruptcy
apocalypse." For them, it's not so much a matter of if, but rather
when.
Data from the American Bankruptcy Institute, an organization the
includes lawyers, judges and academics, shows that commercial
bankruptcy filings from January through July are down 12%
nationwide compared with the same period last year. These numbers
do little to belie that America just dragged itself through its
worst quarter ever -- a loss of 33% -- when GDP is set at an
annualized rate.
In Wisconsin, bankruptcies are down almost across the board. ABI
data show filings for Chapter 11 -- which allows distressed
businesses to hit the pause button on debt collectors as assets are
restructured, often in the form of selling things off --- have
dropped roughly 12%.
Small business owners in Wisconsin are more likely to opt for
Chapter 128 receivership under state law. This cheaper and faster
alternative uses a court-appointed "receiver" to take control of a
business' assets. This trustee will often choose to keep the
business running as new ownership is sought. The state of
Wisconsin does not collect data on Chapter 128 filings.
J. David Krekeler, co-founder of Krekeler Strother S.C., says
bankruptcy is a last resort for troubled businesses. He expects a
wave to come starting in September.
"They go through their savings, they borrow against their
retirement, they borrow from relatives, they max out their credit
cards. And only after they've exhausted all of their own remedies
do they then get professional help," Krekeler said about most
entrepreneurs.
"People are very protective of their businesses, small business
owners. They feel that the business is an extension of themselves.
They take it very personally," he said.
Krekeler is advising clients to hold off from filing. He said it is
inadvisable for owners to restructure in an attempt to pay off
debts until things are on the upswing. But since no one knows how
long the pandemic will last, it’s not an easy determination to
make.
If and when a bankruptcy filing is made, there is an "automatic
stay" that stops creditors from moving against a company.
"They can't call, they can't write, they can't sue, they can't
garnish, they can't even send you bills," Krekeler said. "But
you're only going to get that for a little while."
This grace period allows a business to reorganize and lay out a
debt repayment plan. After a period of time, say, 90 or 120 days,
repayment begins. Because of this ticking clock, Krekeler said it
would be a mistake to file without a positive cash flow.
"You should hold on to your cash and pay only the things you
absolutely have to pay," Krekeler said.
If enough cash can be hoarded until things become more stable,
owners can restructure their operations to become solvent, or
capable of paying off debts.
How long troubled businesses can hold on depends, in part, on
legislation in Washington, D.C.
Federal aid a factor
The federal Paycheck Protection Program provided a lifeline to
businesses around the country with over 5 million loans at an
average of about $100,000 each. Wisconsin businesses and nonprofits
received over 1,600 of them.
The loans are intended to cover payroll, rent, mortgage interest
and utilities. The loan is forgivable if an employer maintains or
quickly rehires staff.
The application deadline was originally set for June 30 but was
extended until Aug. 8. Business owners are watching to see if
future congressional action includes another round of loans.
Experts worry that if the government assistance ends, businesses
will then burn through their cash reserves.
Elliot Pollack, the CEO of Elliot D. Pollack and Co., an economic
real estate and consulting firm in Arizona, said he guesses about
25% to 30% of small businesses will shut down for good.
According to the Small Business Administration, small companies
make up 99.7% of U.S. firms.
"It'll take years to go through the courts, and the only winners
will be bankruptcy attorneys. But it's gonna be a mess," Pollack
said.
"At the end of this I'm sure there’s going to be massive
renegotiations," he said. "It does nobody any good to have massive
bankruptcies throughout the country."
[*] Landlords Face More Pain as Restaurant Bankruptcies Loom
------------------------------------------------------------
Amelia Lucas and Lauren Thomas of CNBC report that bankruptcy
filing of restaurants are projected to rise in the coming months
that will bring more pain to landlords. Restaurants have so far
limped along through the worst of the coronavirus pandemic. But
key pillars of support for their businesses will soon evaporate,
spelling disaster for the eateries — and their landlords.
The pandemic has, essentially from its inception, upended the
restaurant industry, sending sales plunging in the early days of
lockdowns. The National Restaurant Association estimates it lost
$165 billion in sales between March and July 2020, and Yelp data
showed 15,770 permanent restaurant closures, as of July 22, 2020.
Restaurant sales cautiously rebounded in the summer months, driven
by outdoor dining and cooking fatigue. But the approaching cold
weather could halt or even reverse progress. Industry experts don't
expect a full recovery until a coronavirus vaccine is available.
"If it's a bad Covid winter, it's going to be a horrible winter for
restaurants," said Tom Mullaney, head of restructuring services at
commercial real estate services firm JLL.
Industry analysts and restructuring experts say another wave of
restaurant bankruptcies is looming. Government funds are running
out and the cooler months across much of the U.S. are getting
closer, making outdoor dining a less viable option for the many
businesses that have been reliant on balmy summer temperatures to
stoke sales.
As they wait in limbo, some restaurant landlords have struck
short-term deals with their tenants, dramatically slashing base
rent and asking for a percentage of sales instead. If not, they
risk losing rent until a new tenant moves in. And, increasingly,
those new tenants are hard to come by. Not many restaurant chains,
with the exception of some fast-casual chains like Chipotle Mexican
Grill, have ambitious growth plans today.
Four Corners Property Trust, a real estate investment trust with
733 owned properties in the U.S., has a number of restaurant
tenants that include Taco Bell, Darden Restaurants' Longhorn
Steakhouse and Olive Garden, and Restaurant Brands International's
Burger King. It said on a recent earnings call that it deferred
about 3% of second-quarter rent payments until later in the year.
A double whammy for landlords
Commercial real estate landlords have already been grappling with a
number of tenants skipping rent payments, breaking leases or
looking to restructure deals for more favorable lease terms. After
all, restaurants aren’t the only businesses hurting during the
Covid-19 crisis. The retail industry is also dramatically
downsizing, dealing a double whammy to the real estate owners who
are trying to figure out how to fill thousands of shuttered shops
and now dark eateries.
Many, including the biggest U.S. mall owner, Simon Property Group,
have been trying to work with tenants, striking deals for rent
abatements or deferrals, to try to help companies keep the lights
on while paying employees. But there is only so much help to go
around, as these landlords have their own bills to pay and lenders
to deal with.
"Pre-pandemic, you were already over-saturated with restaurants,"
said Michael Jerbich, president of B. Riley Real Estate, a division
within B. Riley Financial. "You were facing declining foot traffic
— competition from Trader Joe’s, Whole Foods and Kroger. ...
Then the pandemic comes, and you have the perfect storm."
Restaurants and grocery stores have long been engaged in a tug of
war for consumers' stomachs. But pandemic stockpiling heavily
shifted that proportion in supermarkets' favor.
"Chains are going to close their underperforming locations,"
Jerbich said. "The bigger companies with the stronger balance
sheets will be the ones to survive."
It's the independent restaurants and small chains that are the most
at risk for permanent closures during the pandemic. But large
national chains are already seeing the impact of the crisis on
their footprints, too.
Last week, NPC International, the largest U.S. franchisee of Yum
Brands' Pizza Hut, said that it would permanently shutter up to 300
of its pizzerias, the majority of which will be its larger dine-in
locations, after it filed for Chapter 11 bankruptcy in early July.
Pizza Hut said the closures will affect underperforming restaurants
and will help transition its restaurant footprint into smaller
locations better suited for carryout and delivery.
'It's getting really tense'
McDonald's plans to close about 200 locations by the end of the
year, about half of which are inside Walmart stores and generate
lower sales. And Starbucks will shutter up to 400 of its North
American company-owned cafes over the next 18 months as it pushes
into new locations and modernizes its store formats.
Most of these abandoned locations will either need to be replaced
by another restaurant chain, or demolished, according to real
estate experts. The unique outfitting — with commercial kitchens
and in some cases drive-thru lanes — makes them difficult to
replace with anything else.
"The only logical user short of tearing it down is another
restaurant chain," JLL's Mullaney said.
"I have seen in the past two or three weeks, a real increase in the
emotions of landlords," he added. "It's getting really tense."
And a lot of that tension is stemming from restaurants looking to
file for bankruptcy to more easily break leases, he said. It’s a
tactic already being used by many retailers, of which 44 have filed
for bankruptcy so far this year, according to a tracking by S&P
Global Market Intelligence. In court, companies legally are able to
reject leases en masse, and often will hire firms to help them sell
leases to come up with cash to repay creditors.
Roughly three weeks ago, California Pizza Kitchen, a mall staple,
filed for Chapter 11 bankruptcy protection and has said it plans to
reject dozens of leases for unprofitable locations.
Robert Rattet, a bankruptcy attorney at Davidoff Hutcher & Citron,
said that some bankruptcy judges have waived or lowered rent for
the time being because of the pandemic and stay-at-home orders. For
example, a Chicago bankruptcy court recently reduced rent to 25%
for a restaurant company that had filed for Chapter 11, he said.
Meantime, Grant Benson, vice president of global franchising and
business development at Dunkin' Brands, said that franchisees'
conversations with their landlords during the pandemic had "a mixed
bag of results." The coffee chain’s franchisees own or lease
about 90% of its restaurants' real estate, and about half won
short- or medium-term concessions, like deferrals or abatements.
Some of the more challenged Dunkin’ locations will have to
shutter their doors forever. The company announced in late July it
plans to close 800 U.S. restaurants this year. Altogether, they
represent 8% of its U.S. footprint but only 2% of its sales, and
more than half of those locations are inside the gas station and
convenience store chain Speedway.
"If someone's really struggling, they're not likely to struggle for
a couple of years then pack it in. You're probably going to see it
sooner," Benson said.
An opportunity in the marketplace
For restaurants in a strong financial position, however,
landlords’ desperation for paying tenants at their properties
could ending up being a boon.
More favorable lease terms and better locations will likely be
hitting the market, as real estate owners must accept the new —
somewhat permanent — reality that the pandemic has sparked. Real
estate experts say it is going to become more common for
restaurants and retailers to pay rent based on a percentage of
sales, for example, which has typically been something landlords
have tried to avoid in the past.
"I think the mall owners, the property owners, are looking more at
their models," said Scott Stuart, CEO of the Turnaround Management
Association. “It’s like a scavenger hunt. What's left to pick
through?"
Companies like Starbucks, Chipotle and Dunkin' are all looking to
add more drive-thru lanes, which in the past have faced some
opposition from landlords.
"We're already seeing franchisees say, 'OK, I've been able to get
through the challenges of the last five months. The drive-thru has
been a major component of that, and now I'm going to start taking
advantage of those situations that, unfortunately for others,
there’s opportunity in the marketplace,'" Benson said.
[*] When Commercial Tenants Go Bust
-----------------------------------
Mark Bostick,Lisa Lenherr andDaniel Myers of Wendel Rosen LLP wrote
an article on JDSupra titled "Your Commercial Tenant Goes Bust –
What Happens Next?."
Neiman Marcus, Gold's Gym, JC Penney and Hertz -- the list goes on
of large American companies that have declared bankruptcy during
2020. If you are a landlord with a commercial tenant that files
for bankruptcy protection, what happens next? This article provides
a brief overview of the assumption/rejection process for a
commercial tenant after the tenant files a voluntary petition under
Chapter 11 of the Bankruptcy Code and the landlord's rights and
remedies based on the tenant's decision to assume or reject. This
article solely focuses on the procedures following a Chapter 11
(Reorganization) filing and not a Chapter 7 (Liquidation)
bankruptcy.
Assumption or Rejection of Commercial Lease by the Tenant
In a Chapter 11 bankruptcy case, all unexpired leases become
property of the bankruptcy estate and the debtor may assume or
reject them as part of its reorganization efforts. 11 U.S.C.
§541(a)(1), 11 U.S.C. §365(a). If the tenant debtor assumes a
lease, the lease will remain in effect. If the debtor rejects a
lease, the rejection constitutes a breach immediately before the
date of the filing of the bankruptcy petition (unless the lease was
previously assumed) and the breach entitles the landlord to a claim
for damages. 11 U.S.C. §365(g).
The deadline to assume or reject a lease of nonresidential real
property is the earlier of (i) 120 days after the date of the
filing of the bankruptcy petition or (ii) entry of the plan
confirmation order. 11 U.S.C. §365(d)(4). The debtor, by motion,
may request a 90 day extension of this period "for cause." Any
further extensions require the written consent of the lessor. If
the debtor does not timely assume or reject the lease, it is deemed
rejected. 11 U.S.C. §365(d)(4).
Until the nonresidential real property lease is assumed or
rejected, the tenant debtor is required to perform all the
obligations under the lease. 11 U.S.C. §365(d)(3). The court may
"for cause" extend the time for performance arising within the
first 60 days of the case, but the time for performance may not
extend beyond the 60-day period. Prior to assumption or rejection,
if the tenant remains in possession of the nonresidential real
property and does not pay rent, the landlord can: (i) file a motion
to compel immediate assumption or rejection; (ii) file a motion to
compel payment of rent; or (iii) move to dismiss the Chapter 11
bankruptcy case, appoint a Chapter 11 trustee, and/or seek to
convert the case into a Chapter 7 (Liquidation) case.
Rent Incurred Post-Petition Prior to Assumption or Rejection
As discussed above, if a bankrupt tenant remains in possession of
the nonresidential real property, it is required to perform all the
obligations under the lease until the lease is assumed or rejected.
Until a lease is assumed or rejected (or premises are surrendered),
a landlord is entitled to an administrative claim for all amounts
arising under the nonresidential real property lease. 11 U.S.C.
§365(d)(3). Administrative claims are paid before general
unsecured claims.
If the Tenant Assumes a Lease
The assumption of a lease is subject to court approval. 11 U.S.C.
§365(a). If there has been a default, at the time of assumption
the tenant must "promptly" cure all existing defaults. 11 U.S.C.
§365(b)(1). This generally means all monetary defaults must be
cured and certain non-monetary defaults will also need to be cured
by the debtor (to the extent they are curable). 11 U.S.C.
§365(b)(1)(A). Tenant must also compensate the landlord for "any
actual pecuniary loss" resulting from the default, and provide
"adequate assurance of future performance." 11 U.S.C.
§§365(b)(B)-(C). The lease will continue in full force and effect
if (and only if) the tenant assumes the lease, and any claims for
subsequent defaults by the tenant will be entitled to
administrative priority (i.e., paid before general unsecured
claims) and will not be subject to the statutory cap on damages
discussed below.
If the Tenant Rejects a Lease
If the debtor tenant rejects a non-residential real property lease
(or the lease is deemed rejected), the tenant must "immediately
surrender" the property to the lessor. 11 U.S.C. §365(d)(4). The
rejection is deemed a breach of the lease immediately before the
date of the filing of the petition (unless the lease was previously
assumed). 11 U.S.C. §365(g)(1). Once the lease is rejected, the
debtor has no ability to reinstate the lease and the landlord is
entitled to a claim for damages arising from the rejection of the
nonresidential real property lease. The resulting claim is a
general unsecured claim with the same priority as the other general
unsecured claims (behind priority claims).
The landlord's rejection damages claim includes two types of
damages. First, it includes all unpaid rent due on the earlier of
(i) the Petition Date or (ii) the date the nonresidential real
property was repossessed or surrendered by the lessee. 11 U.S.C.
§502(b)(6)(A). This type includes all rent due for periods before
the bankruptcy filing.
Second, the landlord's rejection damages claim includes all "rent
reserved" (future rent) that would be due under the lease. 11
U.S.C. §502(b)(6)(A). The Bankruptcy Code caps the "rent reserved"
claim to the greater of (i) one year's rent or (ii) 15% of the rent
due for the balance of lease, not to exceed 3 years. 11 U.S.C.
§502(b)(6). Like the first type of rejection damages, the "rent
reserved" is measured from the earlier of the (i) petition date or
(ii) the date the landlord repossessed, or lessee surrendered, the
nonresidential real property. 11 U.S.C. §502(b)(6)(A). Parties
sometimes litigate what is included in "rent reserved" (e.g.,
operating expenses, other additional rent, etc.).
Advanced Issues: Letter of Credit and Security Deposits
If the landlord holds a security deposit or letter of credit, it
may apply either to all of its claims – although the security
deposit or letter of credit should first be applied against the
amounts of landlord’s capped general unsecured claim (and not
administrative claim unless the bankruptcy estate is insolvent).
Both a security deposit and a letter of credit are subject to the
capped general unsecured claim. A landlord should not apply a
security deposit without court authority. Although a letter of
credit can generally be drawn on without court authority, if it
requires notice to the debtor the notice can be construed as a
violation of the automatic stay.
Process if Tenant Fails to Vacate
If a debtor tenant does not surrender the nonresidential real
property after rejecting the lease the landlord will need to seek
relief from the bankruptcy court. After a valid rejection, some
courts will issue an enforceable order requiring tenant to
surrender the premises. Other courts may require a motion for
relief from the automatic stay and, after obtaining such relief,
the landlord may commence and pursue an unlawful detainer action in
state court to regain possession of the premises.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
ABSOLUTE SOFTWRE ALSWF US 130.2 (43.1) (16.9)
ABSOLUTE SOFTWRE ABT CN 130.2 (43.1) (16.9)
ABSOLUTE SOFTWRE OU1 GR 130.2 (43.1) (16.9)
ABSOLUTE SOFTWRE ABT2EUR EU 130.2 (43.1) (16.9)
ACCELERATE DIAGN 1A8 GR 114.8 (37.0) 92.4
ACCELERATE DIAGN AXDX US 114.8 (37.0) 92.4
ACCELERATE DIAGN AXDX* MM 114.8 (37.0) 92.4
ACUTUS MEDICAL AFIB US 72.0 (3.4) 15.1
ADAPTHEALTH CORP AHCO US 739.3 (6.8) 6.5
AGENUS INC AJ81 GZ 185.8 (199.0) (37.5)
AGENUS INC AJ81 SW 185.8 (199.0) (37.5)
AGENUS INC 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)
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)
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 A1G QT 64,544.0 (3,169.0) (4,211.0)
AMERICAN AIRLINE AAL US 64,544.0 (3,169.0) (4,211.0)
AMERICAN AIRLINE A1G GR 64,544.0 (3,169.0) (4,211.0)
AMERICAN AIRLINE AAL* MM 64,544.0 (3,169.0) (4,211.0)
AMERICAN AIRLINE A1G TH 64,544.0 (3,169.0) (4,211.0)
AMERICAN AIRLINE AAL TE 64,544.0 (3,169.0) (4,211.0)
AMERICAN AIRLINE A1G SW 64,544.0 (3,169.0) (4,211.0)
AMERICAN AIRLINE A1G GZ 64,544.0 (3,169.0) (4,211.0)
AMERICAN AIRLINE AAL11EUR EU 64,544.0 (3,169.0) (4,211.0)
AMERICAN AIRLINE AAL AV 64,544.0 (3,169.0) (4,211.0)
APACHE CORP APA TH 12,999.0 (44.0) (52.0)
APACHE CORP APA* MM 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 APA1 SW 12,999.0 (44.0) (52.0)
APACHE CORP APA GR 12,999.0 (44.0) (52.0)
APACHE CORP APA GZ 12,999.0 (44.0) (52.0)
APACHE CORP APA US 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 AZ5 TH 14,423.9 (878.0) 504.8
AUTOZONE INC AZ5 GR 14,423.9 (878.0) 504.8
AUTOZONE INC AZO US 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 AZ5 GZ 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 CAR* MM 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
AVIS BUDGET GROU CUCA GR 21,690.0 (153.0) 137.0
AVIS BUDGET GROU CUCA TH 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 BIGC US 79.6 (43.1) 18.2
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
BIOHAVEN PHARMAC 2VN TH 424.3 (35.5) 196.1
BIOHAVEN PHARMAC BHVN US 424.3 (35.5) 196.1
BIOHAVEN PHARMAC 2VN GR 424.3 (35.5) 196.1
BIOHAVEN PHARMAC BHVNEUR EU 424.3 (35.5) 196.1
BIONOVATE TECHNO BIIO US - (0.4) (0.4)
BLACK ROCK PETRO BKRP US 0.0 (0.0) -
BLOOM ENERGY C-A 1ZB GR 1,277.5 (250.5) 137.1
BLOOM ENERGY C-A BE1EUR EU 1,277.5 (250.5) 137.1
BLOOM ENERGY C-A 1ZB QT 1,277.5 (250.5) 137.1
BLOOM ENERGY C-A 1ZB TH 1,277.5 (250.5) 137.1
BLOOM ENERGY C-A 1ZB GZ 1,277.5 (250.5) 137.1
BLOOM ENERGY C-A BE US 1,277.5 (250.5) 137.1
BLUE BIRD CORP 4RB GR 390.1 (61.9) 39.3
BLUE BIRD CORP BLBDEUR EU 390.1 (61.9) 39.3
BLUE BIRD CORP 4RB GZ 390.1 (61.9) 39.3
BLUE BIRD CORP BLBD US 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 BA TE 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BCO GR 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BAEUR EU 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BA EU 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BOE LN 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BA PE 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BOEI BB 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BA US 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BCO TH 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BA SW 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BA* MM 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BA CI 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BCO QT 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BAUSD SW 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BCO GZ 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BA AV 162,872.0 (11,382.0) 37,795.0
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 EAT2EUR EU 2,356.0 (479.1) (273.5)
BRINKER INTL BKJ QT 2,356.0 (479.1) (273.5)
BRP INC/CA-SUB V DOO CN 4,240.0 (666.0) 759.8
BRP INC/CA-SUB V B15A 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 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 CDZI US 70.9 (24.2) 2.1
CADIZ INC 2ZC GR 70.9 (24.2) 2.1
CADIZ INC CDZIEUR EU 70.9 (24.2) 2.1
CAMPING WORLD-A 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
CAMPING WORLD-A C83 TH 3,264.6 (69.9) 474.7
CAMPING WORLD-A C83 QT 3,264.6 (69.9) 474.7
CARERX CORP CRRX CN 151.8 (1.6) (6.7)
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
CDK GLOBAL INC CDK US 2,854.1 (580.7) 158.8
CDK GLOBAL INC C2G QT 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 US 1,144.8 (377.6) (475.8)
CHEWY INC- CL A CHWY* MM 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 CTX TH 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)
CITRIX SYSTEMS CTXS SW 4,548.1 (93.6) (306.6)
CITRIX SYSTEMS CTXS TE 4,548.1 (93.6) (306.6)
CITRIX SYSTEMS CTX GR 4,548.1 (93.6) (306.6)
CITRIX SYSTEMS CTXS US 4,548.1 (93.6) (306.6)
CITRIX SYSTEMS CTX GZ 4,548.1 (93.6) (306.6)
CITRIX SYSTEMS CTXS AV 4,548.1 (93.6) (306.6)
CITRIX SYSTEMS CTXS* MM 4,548.1 (93.6) (306.6)
CLOVIS ONCOLOGY C6O GR 628.2 (97.4) 210.3
CLOVIS ONCOLOGY CLVS US 628.2 (97.4) 210.3
CLOVIS ONCOLOGY C6O TH 628.2 (97.4) 210.3
CLOVIS ONCOLOGY CLVSEUR EU 628.2 (97.4) 210.3
CLOVIS ONCOLOGY C6O QT 628.2 (97.4) 210.3
CLOVIS ONCOLOGY C6O GZ 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 TH 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
CRYPTO CO/THE CRCW US 0.0 (2.3) (2.1)
CYTOKINETICS INC KK3A GR 232.5 (78.1) 196.3
CYTOKINETICS INC CYTK US 232.5 (78.1) 196.3
CYTOKINETICS INC KK3A TH 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 SW 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 DBDEUR EU 3,721.1 (708.5) 367.5
DIEBOLD NIXDORF DBD GR 3,721.1 (708.5) 367.5
DIEBOLD NIXDORF DBD US 3,721.1 (708.5) 367.5
DINE BRANDS GLOB IHP TH 2,043.3 (368.6) 185.3
DINE BRANDS GLOB DIN US 2,043.3 (368.6) 185.3
DINE BRANDS GLOB IHP GR 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 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
DOMINO'S PIZZA DPZEUR EU 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA EZV TH 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA EZV GZ 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 DOMOEUR EU 195.1 (72.9) (8.0)
DOMO INC- CL B 1ON GZ 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 DNKN US 3,829.3 (587.7) 319.4
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 2DB QT 3,829.3 (587.7) 319.4
DUNKIN' BRANDS G DNKNEUR EU 3,829.3 (587.7) 319.4
DUNKIN' BRANDS G 2DB GZ 3,829.3 (587.7) 319.4
DYE & DURHAM LTD DND CN 167.0 (68.9) (13.7)
DYE & DURHAM LTD DYNDF US 167.0 (68.9) (13.7)
EMISPHERE TECH EMIS US 5.2 (155.3) (1.4)
EVERI HOLDINGS I G2C TH 1,484.1 (18.8) 108.3
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 EVRIEUR EU 1,484.1 (18.8) 108.3
FATHOM HOLDINGS FTHM US 4.8 (0.8) -
FRONTDOOR IN 3I5 GR 1,361.0 (125.0) 161.0
FRONTDOOR IN FTDREUR EU 1,361.0 (125.0) 161.0
FRONTDOOR IN FTDR US 1,361.0 (125.0) 161.0
GODADDY INC-A GDDY* MM 6,092.1 (254.5) (1,667.8)
GODADDY INC-A 38D TH 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)
GODADDY INC-A GDDY US 6,092.1 (254.5) (1,667.8)
GOGO INC GOGO US 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
GOGO INC G0G QT 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 GZ 1,064.8 (569.0) 98.9
GOLDEN STAR RES GS51 GR 381.3 (21.9) (31.0)
GOLDEN STAR RES GS51 TH 381.3 (21.9) (31.0)
GOLDEN STAR RES GSS US 381.3 (21.9) (31.0)
GOLDEN STAR RES GSC CN 381.3 (21.9) (31.0)
GOLDEN STAR RES GS51 QT 381.3 (21.9) (31.0)
GOLDEN STAR RES GSC1EUR EU 381.3 (21.9) (31.0)
GOLDEN STAR RES GS51 GZ 381.3 (21.9) (31.0)
GOODRX HOLDIN-A GDRX US 502.4 (289.7) 140.4
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 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
GRAFTECH INTERNA G6G GZ 1,533.4 (574.7) 482.8
GREEN PLAINS PAR GPP US 105.3 (69.2) (36.9)
GREENPOWER MOTOR GPV CN 19.7 (3.3) (1.0)
GREENPOWER MOTOR GP US 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 GRT1 GZ 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 GSAH 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)
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 HLFEUR EU 3,567.4 (264.8) 1,304.9
HERBALIFE NUTRIT HOO QT 3,567.4 (264.8) 1,304.9
HERBALIFE NUTRIT HOO GZ 3,567.4 (264.8) 1,304.9
HEWLETT-CEDEAR HPQ AR 34,244.0 (1,986.0) (4,757.0)
HEWLETT-CEDEAR HPQD AR 34,244.0 (1,986.0) (4,757.0)
HEWLETT-CEDEAR HPQC 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 TE 17,126.0 (1,291.0) 2,271.0
HILTON WORLDWIDE HI91 QT 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 GR 17,126.0 (1,291.0) 2,271.0
HILTON WORLDWIDE HLTEUR EU 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 HLT US 17,126.0 (1,291.0) 2,271.0
HILTON WORLDWIDE HI91 GZ 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 HDI TH 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 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 CI 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 INC HD SW 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 AV 63,349.0 (414.0) 7,162.0
HOME DEPOT INC 0R1G LN 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 HOV US 1,805.7 (479.5) 773.7
HOVNANIAN ENT-A HO3A GR 1,805.7 (479.5) 773.7
HOVNANIAN ENT-A HOVEUR EU 1,805.7 (479.5) 773.7
HP COMPANY-BDR HPQB34 BZ 34,244.0 (1,986.0) (4,757.0)
HP INC HPQ US 34,244.0 (1,986.0) (4,757.0)
HP INC 7HP TH 34,244.0 (1,986.0) (4,757.0)
HP INC 7HP GR 34,244.0 (1,986.0) (4,757.0)
HP INC HPQ TE 34,244.0 (1,986.0) (4,757.0)
HP INC HPQ 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 7HP QT 34,244.0 (1,986.0) (4,757.0)
HP INC HPQ SW 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* MM 34,244.0 (1,986.0) (4,757.0)
IAA INC 3NI GR 2,273.5 (67.4) 292.9
IAA INC IAA-WEUR EU 2,273.5 (67.4) 292.9
IAA INC IAA US 2,273.5 (67.4) 292.9
IMMUNOGEN INC IMU TH 269.7 (24.5) 150.5
IMMUNOGEN INC IMU QT 269.7 (24.5) 150.5
IMMUNOGEN INC IMGN US 269.7 (24.5) 150.5
IMMUNOGEN INC IMGN* MM 269.7 (24.5) 150.5
IMMUNOGEN INC IMU GR 269.7 (24.5) 150.5
IMMUNOGEN INC IMU GZ 269.7 (24.5) 150.5
IMMUNOGEN INC IMGNEUR EU 269.7 (24.5) 150.5
INFRASTRUCTURE A IEA US 783.9 (83.8) 71.7
INHIBRX INC INBX US 21.3 (67.0) (21.0)
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)
INSEEGO CORP INO TH 211.9 (41.9) 46.8
INSEEGO CORP INO QT 211.9 (41.9) 46.8
INSEEGO CORP INO GZ 211.9 (41.9) 46.8
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
INSU ACQUISITION INAQU US 0.0 (0.0) (0.0)
INTERCEPT PHARMA I4P QT 637.5 (78.8) 443.1
INTERCEPT PHARMA ICPT* MM 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 TH 637.5 (78.8) 443.1
INTERCEPT PHARMA I4P GZ 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
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 JACK1EUR EU 1,886.7 (827.0) (42.7)
JACK IN THE BOX JBX GZ 1,886.7 (827.0) (42.7)
JACK IN THE BOX JBX QT 1,886.7 (827.0) (42.7)
JOSEMARIA RESOUR JOSE SS 15.7 (38.0) (49.1)
JOSEMARIA RESOUR NGQSEK EU 15.7 (38.0) (49.1)
JOSEMARIA RESOUR JOSES EB 15.7 (38.0) (49.1)
JOSEMARIA RESOUR JOSES IX 15.7 (38.0) (49.1)
JOSEMARIA RESOUR JOSES I2 15.7 (38.0) (49.1)
KONTOOR BRAND KTB US 1,572.8 (44.9) 589.1
KONTOOR BRAND 3KO TH 1,572.8 (44.9) 589.1
KONTOOR BRAND 3KO GR 1,572.8 (44.9) 589.1
KONTOOR BRAND KTBEUR EU 1,572.8 (44.9) 589.1
KONTOOR BRAND 3KO QT 1,572.8 (44.9) 589.1
KONTOOR BRAND 3KO GZ 1,572.8 (44.9) 589.1
L BRANDS INC LTD TH 10,880.0 (1,904.0) 1,072.0
L BRANDS INC LB US 10,880.0 (1,904.0) 1,072.0
L BRANDS INC LTD SW 10,880.0 (1,904.0) 1,072.0
L BRANDS INC LBRA AV 10,880.0 (1,904.0) 1,072.0
L BRANDS INC LBEUR EU 10,880.0 (1,904.0) 1,072.0
L BRANDS INC LB* MM 10,880.0 (1,904.0) 1,072.0
L BRANDS INC LTD QT 10,880.0 (1,904.0) 1,072.0
L BRANDS INC LTD GR 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 GR 2,124.3 (228.9) 280.7
LENNOX INTL INC LXI TH 2,124.3 (228.9) 280.7
LENNOX INTL INC LII* MM 2,124.3 (228.9) 280.7
LENNOX INTL INC LII1EUR EU 2,124.3 (228.9) 280.7
MADISON SQUARE G MS8 GR 1,233.8 (203.4) (162.0)
MADISON SQUARE G MSGS US 1,233.8 (203.4) (162.0)
MADISON SQUARE G MSG1EUR EU 1,233.8 (203.4) (162.0)
MARRIOTT - BDR M1TT34 BZ 25,680.0 (79.0) (2,005.0)
MARRIOTT INTL-A MAQ TH 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 SW 25,680.0 (79.0) (2,005.0)
MARRIOTT INTL-A MAQ QT 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 MAR AV 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 MCD TE 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 CI 49,938.9 (9,463.1) (636.7)
MCDONALDS CORP MDO QT 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 AV 49,938.9 (9,463.1) (636.7)
MCDONALDS CORP 0R16 LN 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 BRND/A/U CN 411.4 (9.5) 2.9
MERCER PARK BR-A MRCQF US 411.4 (9.5) 2.9
MICHAELS COS INC MIK US 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
MICHAELS COS INC MIKEUR EU 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
MIGOM GLOBAL COR MGOM US 0.0 (0.0) (0.0)
MILESTONE MEDICA MMDPLN EU 0.7 (15.4) (15.5)
MILESTONE MEDICA MMD PW 0.7 (15.4) (15.5)
MONEYGRAM INTERN 9M1N GR 4,417.8 (268.5) (122.3)
MONEYGRAM INTERN 9M1N QT 4,417.8 (268.5) (122.3)
MONEYGRAM INTERN MGI US 4,417.8 (268.5) (122.3)
MONEYGRAM INTERN 9M1N TH 4,417.8 (268.5) (122.3)
MONEYGRAM INTERN MGIEUR EU 4,417.8 (268.5) (122.3)
MOTOROLA SOL-CED MSI AR 10,374.0 (815.0) 606.0
MOTOROLA SOLUTIO MTLA TH 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 QT 10,374.0 (815.0) 606.0
MOTOROLA SOLUTIO MTLA GR 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 MOSI AV 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 MSCI* MM 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
MSG NETWORKS- A MSGN US 850.8 (552.8) 258.6
MSG NETWORKS- A 1M4 TH 850.8 (552.8) 258.6
MSG NETWORKS- A 1M4 GR 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
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 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 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 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 SYMC TE 6,405.0 (503.0) (598.0)
NORTONLIFELOCK I SYM GR 6,405.0 (503.0) (598.0)
NORTONLIFELOCK I NLOK US 6,405.0 (503.0) (598.0)
NORTONLIFELOCK I SYM QT 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 SYMC AV 6,405.0 (503.0) (598.0)
NUNZIA PHARMACEU NUNZ US 0.1 (3.2) (2.5)
NUTANIX INC - A NTNX US 1,768.5 (275.0) 333.8
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
OMEROS CORP 3O8 GR 70.7 (161.3) 0.9
OMEROS CORP OMER US 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
OMEROS CORP 3O8 QT 70.7 (161.3) 0.9
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
ONTRAK INC HY1N TH 25.0 (30.0) 2.6
OPEN LENDING C-A LPRO US 186.5 (464.3) -
OPTIVA INC RKNEF US 91.1 (49.6) 4.5
OPTIVA INC OPT CN 91.1 (49.6) 4.5
OTIS WORLDWI OTIS US 10,441.0 (3,576.0) 630.0
OTIS WORLDWI 4PG GR 10,441.0 (3,576.0) 630.0
OTIS WORLDWI 4PG GZ 10,441.0 (3,576.0) 630.0
OTIS WORLDWI OTISEUR EU 10,441.0 (3,576.0) 630.0
OTIS WORLDWI OTIS* MM 10,441.0 (3,576.0) 630.0
OTIS WORLDWI 4PG TH 10,441.0 (3,576.0) 630.0
OTIS WORLDWI 4PG QT 10,441.0 (3,576.0) 630.0
PAPA JOHN'S INTL PP1 GZ 757.7 (33.4) (3.4)
PAPA JOHN'S INTL PP1 GR 757.7 (33.4) (3.4)
PAPA JOHN'S INTL PZZA US 757.7 (33.4) (3.4)
PAPA JOHN'S INTL PZZAEUR EU 757.7 (33.4) (3.4)
PARATEK PHARMACE N4CN GR 227.1 (63.5) 188.3
PARATEK PHARMACE N4CN TH 227.1 (63.5) 188.3
PARATEK PHARMACE PRTK US 227.1 (63.5) 188.3
PHILIP MORRI-BDR PHMO34 BZ 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 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 PM* MM 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN 4I1 QT 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN 0M8V LN 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN PMOR AV 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN 4I1 GZ 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN PMIZ EB 39,162.0 (10,120.0) 1,984.0
PHILIP MORRIS IN PMIZ IX 39,162.0 (10,120.0) 1,984.0
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
PLANET FITNESS-A PLNT1EUR EU 1,800.0 (721.7) 446.9
PLANET FITNESS-A 3PL QT 1,800.0 (721.7) 446.9
PLANTRONICS INC PTM GR 2,228.9 (149.7) 183.5
PLANTRONICS INC PLT US 2,228.9 (149.7) 183.5
PLANTRONICS INC PLTEUR EU 2,228.9 (149.7) 183.5
PLANTRONICS INC PTM GZ 2,228.9 (149.7) 183.5
PPD INC PPD US 5,906.5 (1,034.5) 136.9
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 PROGEUR EU 111.0 (84.8) 9.5
PROGENITY INC 4ZU QT 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 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
RADIUS HEALTH IN 1R8 GR 175.1 (109.4) 94.2
REC SILICON ASA RECO EB 268.9 (49.9) 4.4
REC SILICON ASA REC EU 268.9 (49.9) 4.4
REC SILICON ASA RECO IX 268.9 (49.9) 4.4
REC SILICON ASA REC SS 268.9 (49.9) 4.4
REC SILICON ASA RECO S1 268.9 (49.9) 4.4
REC SILICON ASA RECO TQ 268.9 (49.9) 4.4
REC SILICON ASA RECO I2 268.9 (49.9) 4.4
REC SILICON ASA RECO PO 268.9 (49.9) 4.4
REC SILICON ASA RECO B3 268.9 (49.9) 4.4
REC SILICON ASA RECO S2 268.9 (49.9) 4.4
REC SILICON ASA RECO L3 268.9 (49.9) 4.4
REC SILICON ASA RECO QX 268.9 (49.9) 4.4
REC SILICON ASA REC NO 268.9 (49.9) 4.4
REKOR SYSTEMS IN REKR US 22.6 (4.6) (0.2)
REKOR SYSTEMS IN 38E GR 22.6 (4.6) (0.2)
REKOR SYSTEMS IN REKREUR EU 22.6 (4.6) (0.2)
REVLON INC-A RVL1 GR 2,999.3 (1,548.5) 28.9
REVLON INC-A REV* MM 2,999.3 (1,548.5) 28.9
REVLON INC-A REV US 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 RST US 191.0 (20.2) (65.3)
ROSETTA STONE IN RS8 TH 191.0 (20.2) (65.3)
ROSETTA STONE IN RS8 GR 191.0 (20.2) (65.3)
ROSETTA STONE IN RST1EUR EU 191.0 (20.2) (65.3)
SALLY BEAUTY HOL 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 SBAC* MM 9,390.5 (4,290.6) 71.4
SBA COMM CORP 4SB TH 9,390.5 (4,290.6) 71.4
SBA COMM CORP 4SB 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 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 GZ 9,390.5 (4,290.6) 71.4
SBA COMMUN - BDR S1BA34 BZ 9,390.5 (4,290.6) 71.4
SCIENTIFIC GAMES TJW GZ 7,844.0 (2,479.0) 847.0
SCIENTIFIC GAMES SGMS US 7,844.0 (2,479.0) 847.0
SCIENTIFIC GAMES TJW GR 7,844.0 (2,479.0) 847.0
SCIENTIFIC GAMES TJW TH 7,844.0 (2,479.0) 847.0
SEALED AIR CORP SEE US 5,756.3 (70.1) 277.4
SEALED AIR CORP SDA GR 5,756.3 (70.1) 277.4
SEALED AIR CORP SDA TH 5,756.3 (70.1) 277.4
SEALED AIR CORP SDA QT 5,756.3 (70.1) 277.4
SEALED AIR CORP SEE1EUR EU 5,756.3 (70.1) 277.4
SERES THERAPEUTI 1S9 SW 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 MCRB1EUR EU 100.7 (65.6) 28.5
SERES THERAPEUTI 1S9 TH 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 TH 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 QT 12,465.0 (668.0) (2,057.0)
SIRIUS XM HOLDIN SIRI US 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 SIRI AV 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 SIX US 2,968.9 (426.8) 82.8
SIX FLAGS ENTERT SIXEUR EU 2,968.9 (426.8) 82.8
SIX FLAGS ENTERT 6FE TH 2,968.9 (426.8) 82.8
SLEEP NUMBER COR SL2 GR 780.1 (102.8) (348.2)
SLEEP NUMBER COR SNBR US 780.1 (102.8) (348.2)
SLEEP NUMBER COR SNBREUR EU 780.1 (102.8) (348.2)
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 IPOC US 829.2 800.2 1.1
SOCIAL CAPITAL-A IPOB US 415.4 400.7 1.2
SONA NANOTECH IN SNANF US 1.7 (2.2) (2.4)
SONA NANOTECH IN SONA CN 1.7 (2.2) (2.4)
STARBUCKS CORP SRB TH 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SBUX* MM 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SRB GR 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SBUX PE 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 CI 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SRB QT 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SBUX SW 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SBUXEUR EU 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SBUX TE 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SBUX IM 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SBUXUSD SW 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SRB GZ 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SBUX AV 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SBUX US 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP 0QZH LI 29,140.6 (8,624.3) (421.0)
STARBUCKS-BDR SBUB34 BZ 29,140.6 (8,624.3) (421.0)
STARBUCKS-CEDEAR SBUX AR 29,140.6 (8,624.3) (421.0)
STARBUCKS-CEDEAR SBUXD AR 29,140.6 (8,624.3) (421.0)
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 - BDR T1DG34 BZ 18,179.0 (4,179.0) 5,120.0
TRANSDIGM GROUP TDG US 18,179.0 (4,179.0) 5,120.0
TRANSDIGM GROUP T7D GR 18,179.0 (4,179.0) 5,120.0
TRANSDIGM GROUP TDG* MM 18,179.0 (4,179.0) 5,120.0
TRANSDIGM GROUP T7D 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 T7D TH 18,179.0 (4,179.0) 5,120.0
TRIUMPH GROUP TG7 GR 2,266.3 (1,047.4) 383.3
TRIUMPH GROUP TGI US 2,266.3 (1,047.4) 383.3
TRIUMPH GROUP TG7 TH 2,266.3 (1,047.4) 383.3
TRIUMPH GROUP TGIEUR EU 2,266.3 (1,047.4) 383.3
TUPPERWARE BRAND TUP US 1,194.3 (282.3) (730.8)
TUPPERWARE BRAND TUP GR 1,194.3 (282.3) (730.8)
TUPPERWARE BRAND TUP SW 1,194.3 (282.3) (730.8)
TUPPERWARE BRAND TUP QT 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)
UBIQUITI INC 3UB GR 737.5 (295.5) 322.4
UBIQUITI INC UI US 737.5 (295.5) 322.4
UBIQUITI INC 3UB GZ 737.5 (295.5) 322.4
UBIQUITI INC UBNTEUR EU 737.5 (295.5) 322.4
UNISYS CORP 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 TH 2,399.3 (238.7) 527.3
UNISYS CORP USY1 GR 2,399.3 (238.7) 527.3
UNISYS CORP USY1 GZ 2,399.3 (238.7) 527.3
UNISYS CORP USY1 QT 2,399.3 (238.7) 527.3
UNITI GROUP INC 8XC GR 4,816.2 (2,217.1) -
UNITI GROUP INC 8XC TH 4,816.2 (2,217.1) -
UNITI GROUP INC UNIT US 4,816.2 (2,217.1) -
VALVOLINE INC VVV US 2,963.0 (188.0) 947.0
VALVOLINE INC 0V4 GR 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
VECTOR GROUP LTD VGR GR 1,531.7 (669.2) 300.6
VECTOR GROUP LTD VGR US 1,531.7 (669.2) 300.6
VECTOR GROUP LTD VGR QT 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 GZ 1,531.7 (669.2) 300.6
VERISIGN INC VRS TH 1,820.1 (1,400.3) 231.3
VERISIGN INC VRSN US 1,820.1 (1,400.3) 231.3
VERISIGN INC VRS GR 1,820.1 (1,400.3) 231.3
VERISIGN INC VRS SW 1,820.1 (1,400.3) 231.3
VERISIGN INC VRS QT 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-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 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 WAT US 2,648.3 (191.7) 572.1
WATERS CORP WAZ GR 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 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
WAYFAIR INC- A 1WF QT 4,379.5 (787.4) 595.6
WESTERN UNIO-BDR WUNI34 BZ 8,707.0 (73.4) (290.8)
WESTERN UNION W3U GR 8,707.0 (73.4) (290.8)
WESTERN UNION W3U TH 8,707.0 (73.4) (290.8)
WESTERN UNION WU* MM 8,707.0 (73.4) (290.8)
WESTERN UNION WU US 8,707.0 (73.4) (290.8)
WESTERN UNION W3U SW 8,707.0 (73.4) (290.8)
WESTERN UNION W3U QT 8,707.0 (73.4) (290.8)
WESTERN UNION W3U GZ 8,707.0 (73.4) (290.8)
WESTERN UNION WUEUR EU 8,707.0 (73.4) (290.8)
WHITING PETROLEU WLL1* MM 3,732.2 (178.3) (478.8)
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)
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 WING US 201.1 (192.7) 19.9
WINGSTOP INC EWG GR 201.1 (192.7) 19.9
WINGSTOP INC WING1EUR EU 201.1 (192.7) 19.9
WINGSTOP INC EWG GZ 201.1 (192.7) 19.9
WINMARK CORP WINA US 35.8 (8.8) 10.4
WINMARK CORP GBZ GR 35.8 (8.8) 10.4
WORKHORSE GROUP 1WO GR 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 WKHS US 55.5 (70.5) (70.0)
WORKHORSE GROUP WKHSEUR EU 55.5 (70.5) (70.0)
WORKHORSE GROUP 1WO QT 55.5 (70.5) (70.0)
WW INTERNATIONAL WW US 1,469.5 (645.5) (93.7)
WW INTERNATIONAL WW6 GR 1,469.5 (645.5) (93.7)
WW INTERNATIONAL 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)
WW INTERNATIONAL WW6 TH 1,469.5 (645.5) (93.7)
WW INTERNATIONAL WW6 GZ 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 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
YRC WORLDWIDE IN YEL1 TH 1,936.6 (466.9) 57.0
YRC WORLDWIDE IN YRCW US 1,936.6 (466.9) 57.0
YUM! BRANDS -BDR YUMR34 BZ 6,421.0 (8,108.0) 923.0
YUM! BRANDS INC TGR TH 6,421.0 (8,108.0) 923.0
YUM! BRANDS INC TGR GR 6,421.0 (8,108.0) 923.0
YUM! BRANDS INC YUM* MM 6,421.0 (8,108.0) 923.0
YUM! BRANDS INC YUM 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 YUM US 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 YUMUSD SW 6,421.0 (8,108.0) 923.0
YUM! BRANDS INC TGR GZ 6,421.0 (8,108.0) 923.0
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2020. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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*** End of Transmission ***