/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/201023.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, October 23, 2020, Vol. 24, No. 296 Headlines 239 CARNATION: Hires Coldwell as Broker, Premiere as Auctioneer 26088 DUVAL: Seeks to Hire E. Vincent Wood as Legal Counsel AAC HOLDINGS: Court Confirms Reorganization Plan AKORN INC: Union Benefit Funds Lose Bid to Stop Plan Confirmation AMC ENTERTAINMENT: Says It's Raising Cash to Prevent Bankruptcy AMERICAN RESOURCE: Trustee Taps Meland Budwick as Special Counsel AMERICAN TIMBER: Seeks Court Approval to Hire Bookkeeper APPLIED DNA: Awards CEO $250K One-Time Bonus for His Contributions ASCENA RETAIL: Bluestar Is the New Lead Bidder for Justice Brand BAINBRIDGE UINTA: Seeks to Hire Ordinary Course Professionals BENTON ENERGY: Involuntary Chapter 11 Case Summary BROKEN ROAD: Taps Baker & Associates as Bankruptcy Counsel BROOKLYN ROASTING: Case Summary & 8 Unsecured Creditors CAROL ROSE: Court OK's 60% of H&G, FBT, Ashmore Fees CARSON CREEK: Seeks to Hire Hilco as Real Estate Advisor CARUSO AND MILES: Gets Approval to Hire Golan Christie as Counsel CEC ENTERTAINMENT: Moody's Rates $200MM DIP Term Loan 'B2' CHESAPEAKE ENERGY: Committee Taps Back Bay as Valuation Consultant CHESAPEAKE ENERGY: Texas Court Asked to Reunite Royalty Claims CONTINENTAL COIFFURES: Taps Colleran & Company as Accountant CONTINENTAL COIFFURES: Taps Jackson Kelly as Legal Counsel CREME DE LA CREME: Seeks to Hire Cohen Baldinger as Legal Counsel DAVE & BUSTERS: Searches Liquidity From $500M Junk Bond DIOCESE OF CAMDEN: Gets Interim Approval to Hire OCPs DIOCESE OF ROCKVILLE: Seeks Approval to Hire Restructuring Advisor DIOCESE OF ROCKVILLE: Seeks to Hire Communications Consultant DIOCESE OF ROCKVILLE: Seeks to Hire Jones Day as Legal Counsel DIOCESE OF ROCKVILLE: Taps Epiq as Claims and Noticing Agent DIVERSE LABEL: Gets Approval to Hire BKAssets.com as Auctioneer E2OPEN LLC: Moody's Assigns B2 CFR, Outlook Stable EAS GRACELAND: U.S. Trustee Unable to Appoint Committee EBONY MEDIA: Taps Pendergraft & Simon as Legal Counsel ED'S BEANS: Crazy Mocha Owner Seeks Chapter 11 Bankruptcy ENERGY ALLOYS: Gets Approval to Hire Epiq as Administrative Advisor ENERGY ALLOYS: Gets Court OK to Hire Ankura Consulting, Appoint CRO ENERGY ALLOYS: Taps Richards Layton as Legal Counsel ENERGY FISHING: Seeks Court Approval to Hire Financial Advisor ENERGY FISHING: Taps Munsch Hardt as Bankruptcy Counsel ENERGYSOLUTIONS LLC: Moody's Alters Outlook on B3 CFR to Stable EXIDE HOLDINGS: California Appeals Chapter 11 Plan Confirmation EXIDE HOLDINGS: Court OKs Bankruptcy Plan Despite State Concerns EXIDE HOLDINGS: Unsecureds Will Get GUC Trust Interests and Cash FLUSHING LANDMARK: Taps Macco Law as Legal Counsel FOREVER 21: Court Reverses Ruling, Gives Co. a Stay in Chapter 7 FOREVER 21: Creditors Can't Get Full $200M Payment FRONTIER COMMUNICATIONS: NY Public Service Approves Exit Plan FRONTIER COMMUNICATIONS: Up To $6.5-Bil. DIP-to-Exit Funding Okayed GABBIDON BUILDERS: Seeks to Hire Lewis Law as Legal Counsel GABRIEL INVESTMENT: Focus Helped in Successful Bankruptcy GARRETT MOTION: KPS Beefs Up Stalking Horse Bid by $500M GARRETT MOTION: Sent Into Talks With Honeywell on Chapter 11 Plans GDS TRANSPORT: Taps Cowles & Thomson as Special Counsel GENESIS VENTURE: Seeks to Hire Clayton Law as Special Counsel GLOBAL EAGLE: Expects Chapter 11 Exit Within Months GLOSTATION USA: Committee Taps Brinkman Law as Legal Counsel GRIMMETT BROTHERS: Gets OK to Hire Tarbox Law as Legal Counsel GULFPORT ENERGY: Expected to File for Chapter 11 Bankruptcy H&S EXPRESS: Seeks to Hire Bononi & Company as Bankruptcy Counsel HERITAGE RAIL: U.S. Trustee Appoints Creditors' Committee HERTZ GLOBAL: Court OKs $8.2M Bonuses for Managers INTERPACE BIOSCIENCES: Reports Q2 2020 Financial & Business Results IQOR HOLDINGS: Seeks to Hire FTI Consulting as Financial Advisor J.C. PENNEY: CEO Sees Chapter 11 Exit Prior to Holiday Season J.C. PENNEY: Rushes in Finalizing Sale to Landlord, Lender Group JAGGED PEAK: Settlement in Smith Suit vs. TradeGlobal OK'd K&W CAFETERIAS: Committee Taps Dundon Advisers as Financial Advisor LAS VEGAS MONORAIL: Committee Taps Holland & Hart as Legal Counsel LAS VEGAS MONORAIL: Hires Alvarez & Marsal as Financial Advisor LD HOLDINGS: Moody's Assigns B1 CFR, Outlook Positive LE TOTE: Saadia Wins Auction for Lord & Taylor Assets LGHEALTHCARE: In Chapter 11 to Sell to Concord LIBBEY INC: Wins Confirmation of Reorganization Plan LUCKY STAR-DEER: Seeks to Hire Macco Law as Legal Counsel MAD RIVER: Matt Leaidicker Removed as Committee Member MID-ATLANTIC SYSTEMS: Taps McCarthy Wilson as Special Counsel NATIONAL MEDICAL: Taps Erwin Chemerinsky as Special Counsel NATTY GREENE'S BREWING: Files for Chapter 7 Bankruptcy NEPHROS INC: Inks 2nd Amendment to Membership Interest Purchase Dea NEW BETHEL: Taps Dominion Realty as Real Estate Appraiser ONE AVIATION: Pursues Third Attempt in Asset Sale ONEDIGITAL BORROWER: Moody's Assigns B3 CFR, Outlook Stable PARK PLACE: Moody's Affirms B3 CFR & Alters Outlook to Neg. PATRIOT NATIONAL: Court OKs $14 Million Ch. 11 Settlement Bids PEARL RESOURCES: Joint Subchapter V Reorganization Plan Confirmed PHARMAGREEN BIOTECH: Court Tosses Chapter 11 Bankruptcy Filing PIUS STREET ASSOCIATES: Cardiello Named as Chapter 11 Trustee RGN-GROUP HOLDINGS: Trustee Taps Gibbons P.C. as Legal Counsel RICHMOND HILL: Taps Berger Fischoff as Legal Counsel SILVER STATE: Court Says Foreclosure Sale "Fraudulent" SMARTOURS LLC: Files for Chapter 11 Bankruptcy SMYRNA READY: Moody's Assigns B1 CFR, Outlook Stable SPIRIT OF CHRIST: Voluntary Chapter 11 Case Summary STAGE STORES: A&G Completes Sale of Real Estate Assets STEIN MART INC: Sells IP as It Winds Down Business in Bankruptcy SUR LA TABLE: Judge to Confirm $89-Million Sale Plan TRIDENT BRANDS: Incurs $12.7 Million Net Loss in Third Quarter TRUE RELIGION: Emerges From Chapter 11 Bankruptcy TRUE RELIGION: Unsecureds to Get Recovery From Avoidance Actions TSI LUCILLE JERSEY: Case Summary & 30 Largest Unsecured Creditors TUESDAY MORNING: Seeks to Hire Piper Sandler as Placement Agent UNISYS CORP: Moody's Affirms B2 CFR, Outlook Positive VIVUS INC: Seeks Sale Approval, Negotiates New Reorganization Plan WILLCO XII: Gets Approval to Hire Shaw & Associates as Accountant WIN BIG DEVELOPMENT: Taps Urban Blue Realty as Real Estate Broker WIRTA HOTELS: Gets Approval to Hire Foster Garvey as Legal Counsel WIRTA HOTELS: Taps Premier Capital as Financial Consultant ZOHAR FUNDS: Rand McNally Sale to Teleo Capital Approved [^] BOOK REVIEW: Bankruptcy Crimes ********* 239 CARNATION: Hires Coldwell as Broker, Premiere as Auctioneer --------------------------------------------------------------- 239 Carnation LLC received approval from the U.S. Bankruptcy Court for the Central District of California to employ Coldwell Banker Realty as its broker and Premiere Estates Auction Company as its auctioneer. The Debtor needs the firms' services to list and market its real property located at 239 Carnation Ave., Corona Del Mar, Calif. The initial listing price is $19.995 million. Premiere Estates will get 3 percent (buyer's premium) of the winning bid. Coldwell will be compensated an amount equal to 5 percent of the sale price (2.5 percent to the firm and 2.5 percent to buyer's broker). Todd Wohl of Premier Estates and Tim Smith of Coldwell Banker disclosed in court filings that they are disinterested within the meaning of Sections 327(a) and 101(14) of the Bankruptcy Code. The firms can be reached through: Todd Wohl Premiere Estates Auct 153 S La Brea Ave Los Angeles, CA 90036 Phone: (310) 698-3625 x228 Email:twohl@premiereestates.com Tim Smith Coldwell Banker Realty 450 Exchange Irvine, CA 92602 Phone: 855-755-9965 About 239 Carnation 239 Carnation LLC, a company based in Newport Beach, Calif., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-11083) on March 31, 2020. In the petition signed by Steve Perkins, member, the Debtor was estimated to have $10 million to $50 million in both assets and liabilities. Judge Scott C. Clarkson oversees the case. Jeffrey I. Golden, Esq., at Weiland Golden Goodrich LLP, serves as Debtor's bankruptcy counsel. 26088 DUVAL: Seeks to Hire E. Vincent Wood as Legal Counsel ----------------------------------------------------------- 26088 Duval LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire The Law Offices of E. Vincent Wood as its legal counsel. The firm will render the following services in connection with the Debtor's Chapter 11 case: a. consult with the Debtor concerning its present financial situation; b. prepare the documents necessary to commence the case; c. advise the Debtor concerning its duties as debtor-in-possession in a Chapter 11; d. identify claims and causes of actions assertable by or against the estate; e. prepare legal papers; f. prepare and prosecute pleadings to avoid preferential transfers or transfers deemed fraudulent as to creditors; g. take all necessary action to protect and preserve the estate. The firm will be billed based on the following hourly rates: E. Vincent Wood $300 Nicole Zorrilla $125 Roxane Fox $125 The firm received a pre-bankruptcy retainer of $7,500. E. Vincent Wood is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to a court filing. The firm can be reached through: E. Vincent Wood, Esq. The Law Offices of E. Vincent Wood 1501 N. Broadway, Suite 261 Walnut Creek, CA 94596 Telephone: (925) 278-6680 Facsimile: (925) 955-1655 Email: vince@woodbk.com About 26088 Duval LLC Based in Los Altos, Calif., 26088 Duval LLC is engaged in activities related to real estate. 26088 Duval sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 20-51410) on September 22, 2020. Vahe Tashjian, managing member, signed the petition. At the time of the filing, Debtor had estimated assets of between $1 million and $10 million and liabilities of the same range. Judge Elaine M. Hammond oversees the case. The Law Offices of E. Vincent Wood is Debtor's legal counsel. AAC HOLDINGS: Court Confirms Reorganization Plan ------------------------------------------------ Daniel Gill of Bloomberg News reports that the American Addiction Centers' bankrupt corporate parent won court approval of its reorganization plan that hands the company over to junior secured lenders. Senior lenders, with claims of about $55.7 million, will be paid cash from the proceeds of whatever assets the company sells as well as a new exit loan, according to the plan. Junior secured creditors, holding claims of about $450.6 million, will take all the equity in the company exiting bankruptcy. AAC Holdings Inc.'s plan was approved Tuesday by Judge John T. Dorsey of the U.S. Bankruptcy Court for the District of Delaware. About AAC Holdings AAC Holdings, Inc., owns American Addiction Centers, substance abuse treatment facilities for individuals with drug and alcohol addiction in the United States. AAC provides inpatient and outpatient substance use treatment services for individuals with drug addiction, alcohol addiction and co-occurring mental or behavioral health issues. AAC Holdings and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-11648) on June 20, 2020. Debtors disclosed that they had $449.35 million in assets and $517.40 million in liabilities as of Feb. 29, 2020. Judge John T. Dorsey oversees the cases. The Debtors tapped Greenberg Traurig, LLP as their bankruptcy counsel, Chipman Brown Cicero & Cole, LLP as conflicts counsel, and Cantor Fitzgerald as investment banker. Donlin, Recano & Company, Inc. is Debtors' notice, claims and balloting agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed a committee of unsecured creditors. The committee is represented by Cole Schotz P.C. AKORN INC: Union Benefit Funds Lose Bid to Stop Plan Confirmation ----------------------------------------------------------------- Law360 reports that a group of labor union benefit funds lost their bid Wednesday, October 21, 2020, to stay the order confirming biopharmaceutical firm Akorn Inc.'s Chapter 11 plan pending an appeal of a Delaware bankruptcy judge's approval of the plan. During a video hearing, U.S. Bankruptcy Judge Karen B. Owens also swatted aside the funds' opposition of settlements related to shareholder suit payouts and the transfer of Akorn's interests in a drug product to another company. "I don't think there is any relief I can fashion here," Judge Owens said of the stay request. The judge pointed out that Akorn's Ch. 11 plan took effect earlier. About Akorn, Inc. About Akorn, Inc. Akorn, Inc. (Nasdaq: AKRX) -- http://www.akorn.com/-- is a specialty pharmaceutical company that develops, manufactures, and markets generic and branded prescription pharmaceuticals, branded as well as private-label over-the-counter consumer health products, and animal health pharmaceuticals. Akorn is headquartered in Lake Forest, Illinois, and maintains a global manufacturing presence, with pharmaceutical manufacturing facilities located in Illinois, New Jersey, New York, Switzerland, and India. Akorn, Inc., and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11178) on May 20, 2020. As of March 31, 2020, the Debtors disclosed total assets of $1,032,275,000 and total liabilities of $1,051,769,000. The cases are assigned to Judge John T. Dorsey. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their general bankruptcy counsel. Richards, Layton & Finger, P.A., is the Debtors' local counsel. AlixPartners, LLP, serves as the Debtors' restructuring advisor, and PJT Partners LP is the financial advisor and investment banker. Kurtzman Carson Consultants, LLC, is the notice and claims agent. AMC ENTERTAINMENT: Says It's Raising Cash to Prevent Bankruptcy --------------------------------------------------------------- Jonathan Ponciano of Forbes reports AMC Entertainment, the world's largest movie theater chain with more than 1,000 locations, disclosed Tuesday it's raising cash -- again -- to avoid further restructuring. In a regulatory filing, AMC said it has enlisted Citigroup and Goldman Sachs to help it sell 15 million Class A shares in an offering valued at approximately $45 million. The firm estimates that on September 30, 2020 it had $417.9 million in cash and cash equivalents—an amount that "would be largely depleted" by the end of 2020 or early 2021 without any additional sources of liquidity, AMC said. The struggling movie theater chain also released dismal guidance on Tuesday, projecting third-quarter revenue of $119.5 million, lower than the $155 million analysts were expecting and down more than 90% from $1.3 billion in third-quarter revenue last year. Last Tuesday, October 20, 2020, AMC disclosed in a regulatory filing that it resumed operations at 494 of its 598 U.S. theaters with limited seating capacities of between 20% and 40%. About AMC Entertainment AMC Entertainment Holdings, Inc., is engaged in the theatrical exhibition business. It operates through theatrical exhibition operations segment. It licenses first-run motion pictures from distributors owned by film production companies and from independent distributors. The Company also offers a range of food and beverage items, which include popcorn; soft drinks; candy; hot dogs; specialty drinks, including beers, wine and mixed drinks, and made to order hot foods, including menu choices, such as curly fries, chicken tenders and mozzarella sticks. It operates over 900 theatres with 10,000 screens globally, including over 661 theatres with 8,200 screens in the United States and over 244 theatres with approximately 2,200 screens in Europe. The Company's subsidiary also includes Carmike Cinemas, Inc. AMERICAN RESOURCE: Trustee Taps Meland Budwick as Special Counsel ----------------------------------------------------------------- Barry Mukamal, the duly appointed Chapter 11 trustee of American Resource Management Group, LLC (DE) and affiliates, seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Meland Budwick, P.A. as his special litigation counsel. The firm will assist with the ongoing investigation and pursuit of claims and causes of action against (i) Larry Scott Morse, Juliana Ladino Morse and their family members and affiliated non-debtor entities and trusts, (ii) any third parties that received transfers from the Debtors for the benefit of the Morse parties; and (iii) any third parties that have acted in concert with the Morse parties to assist them in shielding their assets, other than the claims to be pursued by general bankruptcy counsel for the trustee. Meland Budwick will be compensated as follows: a. 28 percent contingency fee on gross recovery up to and thru $1.5 million (appellate counsel would get an additional 4 percent); b. 30 percent contingency fee on gross recovery on > $1.5 million to and thru $2 million (appellate counsel would get an additional 3.5 percent capped at $60,000); c. 33 percent contingency fee on gross recovery >$2 million to and thru $2.5 million (appellate counsel would get an additional 3 percent capped $60,000); d. 35 percent contingency fee on gross recovery > $2.5 million to and $3 million (appellate counsel would get an additional 2.5 percent capped at $60,000); e. 38 percent contingency fee on gross recovery >$3 million (appellate counsel would get an additional 2 percent capped at $60,000). Michael S. Budwick, Esq., a partner at Meland Budwick, disclosed in court filings that the firm does not represent or hold any interest adverse to the Debtors or the Debtors' estates. The firm can be reached through: Michael S. Budwick, Esq. Meland Budwick, P.A. 3200 Southeast Financial Center 200 S Biscayne Blvd Miami, FL 33131 Telephone: (305) 358-1221 Facsimile: (305) 358-6363 E-mail: mbudwick@melandbudwick.com About American Resource American Resource Management, LLC, is a timeshare liquidation company headquartered in Florida. American Resource, one of the nine debtor affiliates of American Resource Management Group, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 19-14605) on April 9, 2019. The petition was signed by Shyla Cline and Scott Morse, managers. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge John K. Olson oversees the case. Tate M. Russack, Esq., an attorney based in Boca Raton, Fla., is the Debtor's bankruptcy attorney. Barry Mukamal was appointed as Chapter 11 trustee for the Debtors. The Trustee is represented by Kozyak Tropin & Throckmorton LLP. AMERICAN TIMBER: Seeks Court Approval to Hire Bookkeeper -------------------------------------------------------- American Timber Marketing Group, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to hire Kevin Rock, an accountant practicing in Fayetteville, W. Va., as its bookkeeper. Mr. Rock will provide the following services to the Debtor: a. prepare payroll, monthly financials and other financial reporting; and b. review financial records and prepare tax returns. The bookkeeper seeks to be paid for professional services as follows: a. A fee of $95 per hour for preparation of payroll, the monthly financials and other financial reporting; and b. A fee of $95 per hour for review of records and preparation of tax returns. Mr. Rock neither represents nor holds any interest adverse to the Debtor or its estate, according to a court filing. Mr. Rock holds office at: Kevin Rock, CPA 237 N Court St. Fayetteville, WV 25840 Telephone: (304) 574-3502 About American Timber Marketing Group, LLC Based in Nallen, W. Va., American Timber Marketing Group, LLC is a privately held company in the hardwood lumber business. American Timber Marketing Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 20-20341) on September 24, 2020. The petition was signed by David Alan Rice, owner. At the time of the filing, Debtor had total assets of $1,005,279 and total liabilities of $1,221,883. Judge B. Mckay Mignault oversees the case. Roop Law Office, LC is Debtor's legal counsel. APPLIED DNA: Awards CEO $250K One-Time Bonus for His Contributions ------------------------------------------------------------------ Applied DNA Sciences, Inc. awarded to its President, Chief Executive Officer, and Chairman of the Board, Dr. James Hayward, a one-time discretionary bonus, to be paid in cash, of $250,000, in recognition of Dr. Hayward's contributions to the Company. About Applied DNA Applied DNA -- http//www.adnas.com -- is a provider of molecular technologies that enable supply chain security, anti-counterfeiting and anti-theft technology, product genotyping, and pre-clinical nucleic acid-based therapeutic drug candidates. Applied DNA makes life real and safe by providing innovative, molecular-based technology solutions and services that can help protect products, brands, entire supply chains, and intellectual property of companies, governments and consumers from theft, counterfeiting, fraud and diversion. Applied DNA reported a net loss of $8.63 million for the year ended Sept. 30, 2019, compared to a net loss of $11.69 million for the year ended Sept. 30, 2018. As of June 30, 2020, the Company had $13.97 million in total assets, $5.20 million in total liabilities, and $8.78 million in total equity. ASCENA RETAIL: Bluestar Is the New Lead Bidder for Justice Brand ---------------------------------------------------------------- Josh Saul of Bloomberg News reports that Bluestar Alliance LLC is the new stalking horse bidder to buy the tween brand Justice from bankrupt Ascena Retail Group Inc. Bluestar agreed to purchase price of $44 million and without a break-up fee, Ascena lawyer John Luze of Kirkland & Ellis says in court. Ascena previously had an asset purchase agreement with a different buyer, Premier Brands Justice, to sell the Justice assets for $35 million. A new motion to approve bid procedures, including Bluestar as stalking horse bidder, was filed less than a minute before court hearing Tuesday, Oct. 20, 2020. Judge Kevin R. Huennekens approved the motion. About Ascena Retail Group Ascena Retail Group, Inc. (Nasdaq: ASNA) is a national specialty retailer offering apparel, shoes, and accessories for women under the Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus Fashion (Lane Bryant, Catherines and Cacique), and Value Fashion (Dressbarn) segments, and for tween girls under the Kids Fashion segment (Justice). Ascena, through its retail brands, operates ecommerce websites and approximately 2,800 stores throughout the United States, Canada, and Puerto Rico. Visit http://www.ascenaretail.com/for more information. 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. BAINBRIDGE UINTA: Seeks to Hire Ordinary Course Professionals ------------------------------------------------------------- Bainbridge Uinta, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ professionals utilized in the ordinary course of business. The ordinary course professionals, their type of services, and payments received in 2019 are as follows: Cawley, Gillespie & Associates, Inc., Petroleum Consultants, Reserve Valuation, $22,182.85; xRG Consulting, Inc., Geological/Geostatistical Field-Specific Consulting, $259,265.89; Starpoint Enterprises, Inc., Regulatory and Permitting Consultant, $26,223.10; XPO Networks, IT Consulting and Support, $46,416.91; TIGA (The Integration Group of Americas), IT Consulting and Support for FieldRelated SCADA (Cygnet) system, $171,374.64; Montgomery Archaeological Consultants, Inc., Archeological Consultants - Permitting, $5,321.44; Frontier Resources, LLC, Archeological, Paleontological, and Ecological Consulting for permitting, $10,107.50; Blue Wing Consulting, LLC, Regulatory and Environmental Consultant, $49,902.52; Beard Chemical Consulting, LLC, Chemical Consultant $38,396.56; RUSCO Operating, LLC, Drilling Consultant, $75,500.00; KE Andrews and Company, Tax Consultant – Property and Severance, $12,600.00; Cornwell Jackson, Accounting – Audit and Tax Return, $35,847.94; Lear & Lear PLLC, Utah Law Firm – Land, Title, Leases, $146,844.00; and Balch & Bingham LLP, Corporate Attorney, $88,750.68. The Debtors seek authority to pay the professionals in the ordinary course of business without formal application to the court; provided, however, that such fees and disbursements do not exceed $15,000 per month per professional. The Debtors propose that they be authorized, in their discretion, to pay the professionals 100 percent of post-petition fees and disbursements upon the submission to the Debtors of an invoice setting forth in detail the nature of the services rendered. The professionals neither hold nor represent any interest adverse to the Debtor and its estate, according to court filings. About Bainbridge Uinta Bainbridge Uinta, LLC, develops and operates fields to extract crude oil and natural gas. Bainbridge Uinta sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Tex. Case No. 20-42794) on Sept. 1, 2020. In the petition signed by CEO Paul D. Ching, the Debtor was estimated to have assets of between $50 million and $100 million and liabilities of between $50 million and $100 million. Joseph M. Coleman, Esq. of Kane Russell Coleman Logan PC serves as counsel to the Debtors. Oak Hills Securities Inc. has tapped as financial advisor to the Debtors. Stretto is the Debtors' claims and noticing agent. BENTON ENERGY: Involuntary Chapter 11 Case Summary -------------------------------------------------- Alleged Debtor: Benton Energy d/b/a Besco Tubular 359 Equity Blvd. Houma, LA 70360 Case Number: 20-11808 Business Description: Founded in 2002, Besco Tubular -- https://bescotubular.com -- is an oil service company that provides casing and tubing services on land and offshore. Involuntary Chapter 11 Petition Date: October 21, 2020 Court: United States Bankruptcy Court Eastern District of Louisiana Petitioners' Counsel: Tori S. Bowling, Esq. KEOGH, COX & WILSON, LTD. 701 Main Street Baton Rouge, LA 70802 Tel: (225) 383-3796 Email: tbowling@keoghcox.com Alleged creditors who signed the petition: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Spoked Solutions LLC Judgment $6,453,748 fka Cajun Services Unlimited, LLC Creditor 1905 Coteau Road Houma LA 70364 Shane Triche Judgment $6,453,748 833 Bayou Blue Road Creditor Houma, LA 70364 Health Tricher Judgment $6,453,748 135 Shamrock Drive Creditor Gray, LA 70359 A full-text copy of the Involuntary Petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EXK7U2Q/Benton_Energy__laebke-20-11808__0001.0.pdf?mcid=tGE4TAMA BROKEN ROAD: Taps Baker & Associates as Bankruptcy Counsel ---------------------------------------------------------- Broken Road, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Baker & Associates as its bankruptcy counsel. The professional services to be rendered by the firm are as follows: a. analyze the Debtor's financial situation; b. advise the Debtor with respect to its duties; c. prepare legal papers; d. represent the Debtor at the first meeting of creditors and provide such other services as may be required during the course of the bankruptcy proceedings; e. represent the Debtor in all proceedings before the court; f. prepare and file a disclosure statement and Chapter 11 plan of reorganization; and g. assist the Debtor in any matters arising out of the case. The firm received from the Debtor a retainer fee of $6,717. Baker & Associates 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: Reese W. Baker, Esq. Baker & Associates 950 Echo Lane, Suite 200 Houston, TX 77024 Telephone: (713) 869-9200 Facsimile: (713) 869-9100 About Broken Road, Inc. Broken Road, Inc., a Richmond, Texas-based craft studio, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-34513) on September 11, 2020. The petition was signed by Meghan Scoggins, president. At the time of the filing, Debtor had estimated assets of less than $50,000 and liabilities of between $100,001 and $500,000. Baker & Associates is Debtor's legal counsel. BROOKLYN ROASTING: Case Summary & 8 Unsecured Creditors ------------------------------------------------------- Lead Debtor: Brooklyn Roasting Works, LLC d/b/a Brooklyn Roasting Company 63 Flushing Ave, Building 123 Brooklyn, Navy Yard Brooklyn, NY 11205 Business Description: Founded in 2009, Brooklyn Roasting Company is in the homegrown coffee business, operating a handful of cafes in New York City and servicing hundreds of high-end wholesale accounts. The Company offers comprehensive wholesale coffee roasting, packaging, delivery, and quipment sourcing services. Chapter 11 Petition Date: October 21, 2020 Court: United States Bankruptcy Court Eastern District of New York Five affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Brooklyn Roasting Works, LLC (Lead Debtor) 20-43683 BRC Powerplant, LLC 20-43688 BRC Powerplant Building 123, LLC 20-43690 Brooklyn Roasting Company Powerplant LLC 20-43687 BRC Powerplant 45 Washington, LLC 20-43694 Debtors' Counsel: Tracy L. Klestadt, Esq. KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP 200 West 41st Street 17th Floor New York, NY 10036-7203 Tel: (212) 972-3000 Email: tklestadt@klestadt.com Brooklyn Roasting Works' Total Assets: $778,748 Brooklyn Roasting Works' Total Liabilities: $3,107,230 The petitions were signed by Thomas D. Potter, manager. A copy of Brooklyn Roasting Works' petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4ZRVXJI/Brooklyn_Roasting_Works_LLC__nyebke-20-43683__0001.0.pdf?mcid=tGE4TAMA Copies of the remaining Debtors' petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/AESTY6Y/BRC_Powerplant_LLC__nyebke-20-43688__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/A3VNHAY/BRC_Powerplant_Building_123_LLC__nyebke-20-43690__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/DLV5EMA/Brooklyn_Roasting_Company_Powerplant__nyebke-20-43687__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/BLIYA3Y/BRC_Powerplant_45_Washington_LLC__nyebke-20-43694__0001.0.pdf?mcid=tGE4TAMA CAROL ROSE: Court OK's 60% of H&G, FBT, Ashmore Fees ---------------------------------------------------- The case captioned CAROL ROSE AND CAROL ROSE, INC., Plaintiffs/Counter-Defendants, v. LORI AARON, PHILLIP AARON, AARON RANCH, AND JAY McLAUGHLIN Defendants/Counter-Plaintiffs, Adv. Proc. No. 17-4104 (Bankr. E.D. Tex.) was before the Court on the Attorney Fee Application by Hynds & Gordon, P.C. and Frost Brown Todd LLC as well as the Application for Allowance of Fees and Expenses by the Ashmore Law Firm, P.C. and Sheppard Sands, as attorneys for the Defendants/Counter-Plaintiffs Lori Aaron, Phillip Aaron and Aaron Ranch. Carol Rose and Carol Rose, Inc. and Equis Equine, LLC and Elizabeth Weston objected to the allowance of the requested amounts. The Aarons sought payment of attorneys' fees in connection with their breach of contract claim and their claim for violations of the Texas Theft Liability Act (the "TTLA"). They submitted two fee applications to the Court with supporting records that include more than 8,000 detailed time entries from the inception of litigation in October 2013 through July 2018. The application from the Ashmore Law Firm, P.C. and Sheppard Sands sought approximately $400,000 for legal services in pursuing the breach of contract claim plus approximately $20,000 incurred in connection with the prosecution of his fee application. The joint application by Hynds & Gordon, P.C. and Frost Brown Todd LLC sought approximately $3.1 million for legal services in connection with the breach of contract claim and the TTLA claim plus approximately $220,000 incurred in connection with the prosecution of their fee application. Bankruptcy Judge Brenda T. Rhoades granted the application in part. The Court concluded that 60% of the attorney and paralegal total fees charged by H&G/FBT and the Ashmore law firm were reasonable and necessary and advanced the Aarons' claims for breach of contract and violation of the Texas Theft Liability Act. The Aarons have established reasonable and necessary attorneys' fees in the amount of $2,961,152.25. This includes $2,615,098.02 for H&G/FBT ($3,989,418 multiplied by 60% plus $221,447.22) and $346,054.23 ($545,931 multiplied by 60% plus $18,495.63) for the Ashmore firm. In addition, the Aarons have established reasonable and necessary court costs in the total amount of $75,321.05. Weston is awarded reasonable and necessary attorneys' fees in the amount of $2,961,152.25 plus reasonable and necessary court costs in the total amount of $75,321.05. The underlying litigation began when Rose sued the Aarons in Texas state court on Oct. 3, 2013. In various iterations of her state court complaint, Rose sought between $2.6 million and $12.2 million in damages arising out of the Aarons' alleged breaches of contract as well as the Aarons' alleged (1) fraudulent inducement to enter into an agreement with respect to certain horses; (2) fraudulent inducement to enter into a lease her horse ranch in Gainesville, Texas (the "Gainesville Ranch"); (3) invasion of solitude; and (4) defamation. The Aarons filed counterclaims seeking between $5 million and $20 million in damages for (1) statutory fraud, common law fraud, and fraudulent misrepresentation; (2) breach of fiduciary duty; (3) invasion of privacy; (4) tortious interference with contracts and prospective business relations; (5) business disparagement; (6) specific performance and constructive trust; (7) trespass to real property; (8) breach of contract; (9) accounting; (10) declaratory judgment; (11) civil conspiracy; (12) violations of the Texas Theft Liability Act; and (13) equitable subrogation and constructive trust. Two additional lawsuits were filed after the Aaron Ranch Lawsuit commenced. The first was a lawsuit filed in state court on July 16, 2014 by Rose against her ex-horse trainer, Jay McLaughlin, who was later employed by the Aarons. That action was consolidated with the Aaron Ranch Lawsuit in state court on September 25, 2015. The second lawsuit was filed in state court on August 7, 2015 by Weston against the Aarons, Rose, and others. Weston filed the lawsuit after unsuccessfully attempting to intervene in the Aaron Ranch Lawsuit. In the Weston Lawsuit, Weston asserted claims against the Rose Parties for (1) violations of Texas Business and Commerce Code section 2-328; (2) common law fraud, fraudulent inducement, and fraud by nondisclosure; (3) negligence and negligent misrepresentation; (4) violations of the TTLA, (5) violations of the Texas Deceptive Trade Practices Act ("TDTPA"); and (6) conspiracy, aiding, and abetting. The discovery process was contentious, especially with respect to the Aaron Ranch Lawsuit, and went on for years in state court. The parties fought over depositions and the production of documents, among other things, in various states where witnesses were located. Many attorneys were involved in the litigation of the Aaron Ranch Lawsuit and the Weston Lawsuit due to the amount of time that passed between the initiation of the litigation and trial, the many different types of claims asserted by the parties, the many potential witnesses located in different parts of the country, the fights over documents in different jurisdictions, and differing areas of legal expertise. Rose and the Aarons each employed numerous lawyers and law firms over the years. The Rose Parties filed for bankruptcy in September 2017. They removed all the pending litigation to bankruptcy court on Oct. 25, 2017, which commenced several adversary proceedings. The Aarons and McLaughlin moved to remand the Rose Parties' lawsuits against them back to state court. The Rose Parties and Weston objected, arguing that the parties' claims against Rose were "core" claims against the bankruptcy estate that this Court would necessarily decide as part of the claims allowance process. The Court denied the motions to abstain following a hearing on Feb. 13, 2018. Prior to the hearing on the motion to abstain, in January 2018, the Aarons, McLaughlin and Weston filed proof of their claims against the Rose Parties. They stated that the amounts of their claims were unknown and attached materials relating to the state court litigation to their proofs of claim. However, in their fourth amended answer and counterclaim, the Aarons sought a minimum of $5 million in damages, $15 million in exemplary damages, costs and reasonable attorneys' fees. The Rose Parties objected to the allowance of their bankruptcy claims. The Court administratively consolidated the claim objections with the adversary proceedings for purposes of trial. The parties agreed that this Court should try some, but not all, of the state law claims between the parties. Despite the (relatively) limited nature of the trial, the parties submitted a 92-page joint pre-trial order together with a 249-page exhibit list. The Rose Parties included 368 exhibits on her original exhibit list, the Aarons included 762, and Weston included 592. The Court tried the parties' claims and counterclaims over nine days in May and June 2018. Much of the trial was focused on the Aaron Ranch Lawsuit. At the conclusion of trial, the Court invited the parties to submit proposed findings and conclusions for the Court's consideration as well as written closing arguments. For the reasons explained in the Court's memorandum opinion entered on Jan. 23, 2019 (and amended on Sept. 27, 2019), the Rose Parties did not prevail on any of their claims against the Aarons. The Court found in favor of the Aarons on their claims for breach of contract, TTLA violations, and breach of fiduciary duty. With respect to breach of contract, the Court found that the parties intended a Confidential Term Sheet, Consulting Agreement, and Lease to "work as a single unified contract," and that Rose breached the agreement by locking the Aarons out of the Gainesville Ranch. The Court also found that Rose violated the TTLA by refusing to allow the Aarons to retrieve their horses from the Gainesville Ranch after the lockout until they paid the entire amount of a so-called "stableman's lien." And the Court found that Rose breached her fiduciary duties under the agreements prior to the lockout by deliberately attempting to sabotage the performance of Jay McLaughlin, who was at that time employed by the Aarons, at a competition. The Court found that the Aarons established damages for breach of contract in the amount of $1,109,000 and damages for TTLA violations in the amount of $61,257.32. The Court found that Rose's attempted sabotage of McLaughlin's performance was unsuccessful and that the Aarons had not established any damages as a result of Rose's breach of her fiduciary duty. Because the Aarons prevailed on state law claims, Texas law applies in determining the reasonableness of the requested attorneys' fees. Texas courts, like federal trial courts within the Fifth Circuit, apply the lodestar method to calculate reasonable attorney's fees under statutes that involve fee-shifting provisions. The lodestar first requires the trial court to determine the reasonable hours spent by counsel in the case and a reasonable hourly rate for such work. The court then multiplies the number of such hours by the applicable rate, the product of which is the base fee or lodestar. The court may then adjust the base lodestar up or down (apply a multiplier), if relevant factors indicate an adjustment is necessary to reach a reasonable fee in the case. In this case, the appropriate hourly rate is not at issue. However, the reasonableness of the time spent is the subject of dispute. The Aarons are seeking an award for more than 15,000 hours of work performed by professionals in this adversary proceeding. The voluminous fee documentation includes thousands of individual time entries and tens of thousands of objections to individual entries, making an entry-by-entry, hour-by-hour, objection-by-objection review impractical. It would be neither an efficient use of judicial resources nor feasible for this Court to attempt to review thousands of time entries and to analyze the multiple objections to each entry. The Court conducted its own review of the evidence presented at the April 24th fee application hearing, including the time records submitted by the Aarons. After a thorough review of the evidence, the Court came to the conclusion that that that 60% of the attorney and paralegal total fees charged by H&G/FBT and the Ashmore law firm were reasonable and necessary and advanced the Aarons' claims for breach of contract and violation of the TTLA. The Aarons have established reasonable and necessary attorneys' fees in the amount of $2,961,152.25. This includes $2,615,098.02 for H&G/FBT ($3,989,418 multiplied by 60% plus $221,447.22) and $346,054.23 ($545,931 multiplied by 60% plus $18,495.63) for the Ashmore firm. In addition, the Aarons have established reasonable and necessary court costs in the total amount of $75,321.05. A copy of the Court's Memorandum and Order is available at https://bit.ly/31pjdSe from Leagle.com. Carol Alison Ramsay Rose filed for chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No. 17-42053) on Sept. 18, 2017, and is represented by Katherine T. Hopkins, Esq. of Kelly Hart Hallman. CARSON CREEK: Seeks to Hire Hilco as Real Estate Advisor -------------------------------------------------------- Carson Creek Ranch Parking, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Hilco Real Estate, LLC as its real estate advisor. The Debtor is in need of a real estate advisor to market and sell a 14-acre property in Travis County, Texas. Hilco will provide the following services: (a) meet with the Debtor to ascertain its goals, objectives and financial parameters in selling the property; (b) solicit interest from buyers and market the property through an accelerated sales process; (c) negotiate the terms of the sale of the property. In the event the property is sold, Hilco will get 6 percent of the winning bid amount. Hilco is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. Hilco can be reached through: Sarah Baker Hilco Real Estate, LLC 5 Revere Drive, Suite 206 Northbrook, IL 60062 Tel. (847) 504-2462 Email: sbaker@hilcoglobal.com About Carson Creek Ranch Parking Carson Creek Ranch Parking, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 20-10876) on Aug. 3, 2020. At the time of the filing, Debtor had estimated assets of less than $50,000 and liabilities of between $100,001 and $500,000. Judge Tony M. Davis oversees the case. Todd Headden, Esq., at Hajjar Peters LLP, serves as Debtor's legal counsel. CARUSO AND MILES: Gets Approval to Hire Golan Christie as Counsel ----------------------------------------------------------------- Caruso and Miles Ltd. received approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Golan Christie Taglia LLP as its legal counsel. The services that Golan Christie will provide are as follows: (a) advise Debtor of its powers and duties; (b) prepare legal papers; and (c) do the necessary legal work to obtain approval of the Debtor's disclosure statement and Chapter 11 plan. Golan Christie will be paid at its normal hourly rates. Golan Christie does not have interests adverse to the interests of the Debtor's estate, creditors and equity security holders, according to court filings. The firm can be reached through: Robert R. Benjamin, Esq. Beverly A. Berneman, Esq. Brianna L. Golan, Esq. GOLAN CHRISTIE TAGLIA LLP 70 W. Madison, Ste. 1500 Chicago, IL 60602 Phone: 312-263-2300 Fax: 312-263-0939 Email: rrbenjamin@gct.law baberneman@gct.law blgolan@gct.law About Caruso and Miles Ltd. Caruso and Miles Ltd. operates a restaurant with carryout service in Skokie, Ill. On Sept. 22, 2020, Caruso and Miles sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 20-17405). At the time of the filing, Debtor had estimated assets of less than $50,000 and liabilities of between $500,001 and $1 million. Judge Jack B. Schmetterer oversees the case. Golan Christie Taglia LLP serves as Debtor's legal counsel. CEC ENTERTAINMENT: Moody's Rates $200MM DIP Term Loan 'B2' ---------------------------------------------------------- Moody's Investors Service assigned a B2 rating to the $200 million senior secured super-priority debtor-in-possession (DIP) term loan facility of CEC Entertainment, Inc. (DIP) as Debtor-in-Possession. Proceeds from the DIP facility as well as a portion of the company's balance sheet cash will be used to fund the company through the Chapter 11 process. CEC Entertainment, Inc. (CEC) and various subsidiaries filed for Chapter 11 in June 2020. Moody's withdrew all ratings of CEC following the filing. The current rating is being assigned on a point-in-time basis and will not be monitored going forward. Assignments: Issuer: CEC Entertainment, Inc. (DIP) Senior Secured Bank Credit Facility, Assigned B2 RATINGS RATIONALE The B2 rating assigned to CEC Entertainment Inc. (DIP)'s $200 million senior secured super priority Debtor-In-Possession (DIP) term loan facility primarily reflects the estimated collateral coverage of the loan which has been negatively impacted by COVID-19, as well as structural considerations including upstream and downstream guarantees, priority of liens, the nature of the collateral, and covenants. Governance is also a key rating factor including the nature of the bankruptcy and reorganization. Lastly, the rating considered the size of the DIP relative to pre-petition debt. The Chapter 11 filing was driven in part by high debt levels associated with its debt financed leveraged buyout by an affiliate of Apollo Investments in February 2014, combined with the significant earnings and liquidity pressures driven by the government-imposed closures and restrictions to help stop the spread of the coronavirus. These closures and restrictions of on-premise dining resulted in a deterioration in credit metrics with debt/EBITDA exceeding 7.0x and EBIT/interest of below 1.0x. In response, CEC bolstered their cash balances by drawing down its revolver. As the likelihood that closures and restrictions of on-premise dining would continue for longer than initially anticipated the company established a board level restructuring committee to address its capital structure which ultimately led to its bankruptcy filing. Overall, the bankruptcy process will enable CEC to either execute a sale to a third party, a credit bid by the prepetition first lien lenders, or a debt-for-equity exchange all of which should enable the company to move towards a more manageable capital structure and alleviate liquidity constraints by reducing its interest expense and unsecured claims, specifically lease and trade payable liabilities. The pre-petition capital structure consisted of a $756 million term loan, $114 million revolving credit facility and $216 million of unsecured notes. In total, the $200 million DIP facility represented about 18% of pre-petition debt and will be comprised of all new money with no roll-up pre-petition debt. There will not be any borrowing base restrictions on the DIP facility. However, only the initial $100 million draw will be available upon receipt of the signed final order. Drawings under the second incremental $100 million will be available at which time cash on hand is under $50 million. Overall, the DIP term loan does not contain maintenance or financial covenants but does include negative covenants including limitations on indebtedness, liens, restricted payments, investments and other limitations. The DIP term loan will contain upstream guarantees from substantially all of the company's material subsidiaries, and a downstream guaranty from its parent, Queso Holdings, Inc. but not all subsidiaries. It has a senior secured super-priority claim with respect to 100% equity interest in intellectual property, real estate assets and equipment as well as cash, inventory and accounts receivable all achieved through first liens. However, Moody's estimates collateral coverage for the DIP term loan will be under 1.0 times and is mainly derived from the value of the intellectual property such as trademarks, general intangibles and stock of subsidiaries which are difficult to value and Moody's believes their value has been impacted by the restrictions put in place as a result of the coronavirus pandemic. 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 of US restaurants 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. As a result, the degree of uncertainty around its forecasts is unusually high. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety Restaurants are deeply entwined with sustainability, social and environmental concerns given their operating model with regards to sourcing food and packaging, as well as having an extensive labor force and constant consumer interaction. While these may not directly impact the credit, these factors could impact brand image and result in a more positive view of the brand overall. CEC Entertainment, Inc., owns, operates, and franchises a total of 612 Chuck E. Cheese stores and 122 Peter Piper Pizza locations that provide family-oriented dining and entertainment in 47 states and 16 foreign countries and US territories. Revenue for the twelve-month period ended 12/29/2019 (including franchise fees and royalties) was approximately $913 million. The principal methodology used in these ratings was Debtor-in-Possession Lending published in June 2018. CHESAPEAKE ENERGY: Committee Taps Back Bay as Valuation Consultant ------------------------------------------------------------------ The official committee of unsecured creditors appointed in the Chapter 11 cases of Chesapeake Energy Corporation and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Back Bay Management Corporation and its division, The Michel-Shaked Group, as its expert valuation consultant, and Dr. Israel Shaked as its expert valuation witness. The firm will provide the following services: (a) provide expert valuation consulting services and expert testimony regarding, among other things, the enterprise value of the Debtors and their assets; (b) provide expert consulting services and expert testimony in connection with the valuation of the Debtors' business and any litigation arising in the Chapter 11 cases; (c) assist with the preparation of affidavits/declaration's, depositions, witness examinations, and briefing in the cases, if necessary, concerning the issues for which they are providing expert consulting services and expert testimony; and (d) prepare for and provide both deposition and court testimony in the cases regarding the issues for which they are providing expert consulting services and expert testimony. The firm's current range of standard hourly rates are as follows: Managing Director – Dr. Israel Shaked $900 Senior Vice President – Stephen Kempainen $700 Manager $550 Senior Analysts $350-$425 Analysts $275-$325 Paraprofessionals $175 Israel Shaked, a managing director at Back Bay, 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: Israel Shaked The Michel-Shaked Group 2 Park Plaza, Suite 500 Boston, MA 02116 Telephone: (617) 426-4455 E-mail: ishaked@michel-shaked.com About Chesapeake Energy Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. Chesapeake Energy reported a net loss of $308 million for the year ended Dec. 31, 2019. As of Dec. 31, 2019, the company had $16.19 billion in total assets, $2.39 billion in total current liabilities, $9.40 billion in total long-term liabilities, and $4.40 billion in total equity. Chesapeake Energy and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33233) on June 28, 2020, after reaching terms of a Chapter 11 plan of reorganization to eliminate approximately $7 billion of debt. Debtors have tapped Kirkland & Ellis LLP as legal counsel, Jackson Walker LLP as co-counsel and conflicts counsel, Alvarez & Marsal as restructuring advisor, Rothschild & Co and Intrepid Financial Partners as financial advisors, and Reevemark as communications advisor. Epiq Global is the claims agent, maintaining the page http://www.chk.com/restructuring-information. Wachtell, Lipton, Rosen & Katz serves as legal counsel to Chesapeake Energy's Board of Directors. MUFG Union Bank, N.A., the DIP facility agent and exit facilities agent, has tapped Sidley Austin LLP as legal counsel, RPA Advisors LLC as financial advisor, and Houlihan Lokey Capital Inc. as investment banker. Davis Polk & Wardell LLP and Vinson & Elkins L.L.P. serve as legal counsel to an ad hoc group of first lien last out term loan lenders while Perella Weinberg Partners and Tudor, Pickering, Holt & Co. serve as the group's investment bankers. Franklin Advisers, Inc. has tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel, FTI Consulting, Inc. as financial advisor, and Moelis & Company LLC as investment banker. On July 9, 2020, the Office of the U.S. Trustee appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. The unsecured creditors' committee has tapped Brown Rudnick, LLP and Norton Rose Fulbright US, LLP as its legal counsel, and AlixPartners, LLP as its financial advisor. On July 24, 2020, the bankruptcy watchdog appointed a committee of royalty owners. The royalty owners' committee is represented by Forshey & Prostok, LLP. CHESAPEAKE ENERGY: Texas Court Asked to Reunite Royalty Claims -------------------------------------------------------------- Law360 reports that four Eagle Ford Shale interest owners have asked a Texas appellate court to overturn an order that severed breach of contract claims against them from those against bankrupt Chesapeake Energy Corp., arguing that allowing leaseholders to move forward would cause duplicative proceedings and waste judicial resources. The companies, all non-operating interest owners -- CNOOC Energy USA LLC, Jamestown Resources LLC, Larchmont Resources LLC and Pelican Energy LLC -- petitioned the Fourth Court of Appeals in San Antonio on Tuesday, October 18, 2020, for mandamus relief. They say splitting the claims, which stem from Chesapeake's alleged missteps, would create inconsistent results. About Chesapeake Energy Corp. Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. Chesapeake Energy reported a net loss of $308 million for the year ended Dec. 31, 2019. As of Dec. 31, 2019, the company had $16.19 billion in total assets, $2.39 billion in total current liabilities, $9.40 billion in total long-term liabilities, and $4.40 billion in total equity. Chesapeake Energy and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33233) on June 28, 2020, after reaching terms of a Chapter 11 plan of reorganization to eliminate approximately $7 billion of debt. The Debtors tapped Kirkland & Ellis LLP as legal counsel; Alvarez & Marsal as restructuring advisor; Rothschild & Co and Intrepid Financial Partners as financial advisors; and Reevemark as communications advisor. Epiq Global is the claims agent, maintaining the page http://www.chk.com/restructuring-information. Wachtell, Lipton, Rosen & Katz serves as legal counsel to Chesapeake Energy's Board of Directors. MUFG Union Bank, N.A., the DIP facility agent and exit facilities agent, has tapped Sidley Austin LLP as legal counsel; RPA Advisors, LLC, as financial advisor; and Houlihan Lokey Capital, Inc., as investment banker. Davis Polk & Wardell LLP and Vinson & Elkins L.L.P. serve as legal counsel to an ad hoc group of first lien last out term loan lenders while Perella Weinberg Partners and Tudor, Pickering, Holt & Co. serve as the group's investment bankers. Franklin Advisers, Inc., has tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel; FTI Consulting, Inc., as financial advisor; and Moelis & Company LLC as investment banker. CONTINENTAL COIFFURES: Taps Colleran & Company as Accountant ------------------------------------------------------------ Continental Coiffures, Ltd. received approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Colleran & Company, CPA PC as its accountant. The firm will advise the Debtor with respect to financial matters relating to the Chapter 11 case, including the preparation of financial reports, plan of reorganization and tax returns. The services to be provided by the firm will be performed primarily by Charles Swalin, senior manager, and Robert Colleran, shareholder. Both will be paid at the rate of $250 per hour. Mr. Colleran 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: Robert J. Colleran, CPA Colleran & Company, CPA PC 201 Hemlock St. New Eagle, PA 15067 Telephone: (724) 292-9272 About Continental Coiffures Ltd. Continental Coiffures, Ltd., a McMurray, Pa.-based hair and styling salon company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 20-22808) on Sept. 29, 2020. At the time of the filing, Debtor had estimated assets of between $100,001 and $500,000 and liabilities of the same range. Jackson Kelly PLLC and Colleran & Company, CPA PC serve as Debtor's legal counsel and accountant, respectively. CONTINENTAL COIFFURES: Taps Jackson Kelly as Legal Counsel ---------------------------------------------------------- Continental Coiffures, Ltd. received approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Jackson Kelly PLLC. The firm will assist the Debtor as legal counsel in connection with its Chapter 11 case. The firm's 2020 hourly rates for those persons presently expected to chiefly represent the Debtor in the case are as follows: Member Ott, Jason L. $350 Member Amandus, Elizabeth A. $320 Associate Gainer, Valerie F. $225 Associate Maultsby, Jr., Derrick L $225 Associate Breault, Briana C. $210 Law Clerk Stanford, Corey $150 Paralegal Maher, Angela L. $155 Paralegal Dittrich, Tiffany M. $150 Jackson Kelly has no other connection or relationship with the Debtor, its estate, and creditors with respect to the matter in which the firm is to be employed, according to court filings. The firm can be reached through: Jason L. Ott, Esq. Jackson Kelly PLLC 501 Grant Street, Suite 1010 Pittsburgh, PA 15219 Telephone: (412) 434-7617 Email: jason.ott@jacksonkelly.com - and - Elizabeth A. Amandus, Esq. JACKSON KELLY PLLC 500 Lee Street East, Suite 1600 Charleston, WV 25301 Telephone: (304) 340-1000 Email: eamandus@jacksonkelly.com About Continental Coiffures Ltd. Continental Coiffures, Ltd., a McMurray, Pa.-based hair and styling salon company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 20-22808) on Sept. 29, 2020. At the time of the filing, Debtor had estimated assets of between $100,001 and $500,000 and liabilities of the same range. Jackson Kelly PLLC and Colleran & Company, CPA PC serve as Debtor's legal counsel and accountant, respectively. CREME DE LA CREME: Seeks to Hire Cohen Baldinger as Legal Counsel ----------------------------------------------------------------- Creme de la Creme Holdings, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Maryland to hire Cohen, Baldinger & Greenfeld, LLC as their legal counsel. The services that the firm has agreed to render are as follows: (a) render assistance and advice and represent the Debtors with respect to the administration of their Chapter 11 cases; (b) take all necessary actions to preserve the Debtors' estates during the administration of the chapter 11 cases; (c) assist the Debtors in maximizing the value of their assets for the benefit of all creditors and stakeholders; (d) prepare legal papers; (e) appear in court and represent the Debtors' interests; (f) prepare and pursue confirmation of a Chapter 11 plan; and (g) perform all other legal services for the Debtors. The firm's services will be provided mainly by Augustus Curtis, Esq., who will be paid at the rate of $425 per hour. Cohen Baldinger received a retainer in the amount of $30,000. The firm and its members do not represent interests adverse to the Debtors and their estates, according to a court filing. The firm can be reached through: Augustus T. Curtis, Esq. Cohen, Baldinger & Greenfeld, LLC 2600 Tower Oaks Boulevard, Ste. 290 Rockville, MD 20852 Telephone: (301) 881-8300 About Creme de la Creme Holdings, LLC Based in Middleburg, Va., Creme de la Creme Holdings, LLC operates boutique shops sellingwomen's jewelry, handbags, scarves, sunglasses, clothing, and more. Creme de la Creme Holdings and affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Lead Case No. 20-18675) on Sept. 24, 2020. Bernardus T. Wegdam, manager, signed the petitions. At the time of the filing, each Debtor had estimated assets of between $1 million and $10 million and liabilities of the same range. Cohen, Baldinger & Greenfeld, LLC is Debtor's legal counsel. DAVE & BUSTERS: Searches Liquidity From $500M Junk Bond ------------------------------------------------------- Paula Seligson and Eliza Ronalds-Hannon of Bloomberg News report that Dave & Buster's Entertainment Inc., the chain that features sports bars and arcade games, launched a junk bond sale Monday, October 19, 2020, that would give the company more liquidity and provide relief from Covid-19 pressures. The company is looking to borrow $500 million through the five-year secured note offering. Proceeds will repay a term loan and credit line, and be used for general corporate purposes. As part of the transaction, the firm is suspending certain maintenance covenants through April 2022, adding a $150 million minimum liquidity covenant and extending the maturity of its revolving credit facility by two years to 2024. About Dave & Buster's Entertainment Founded in 1982 and headquartered in Dallas, Texas, Dave & Buster's Entertainment, Inc., is the owner and operator of 136 venues in North America that combine entertainment and dining and offer customers the opportunity to "Eat Drink Play and Watch," all in one location. Dave & Buster's offers a full menu of entrees and appetizers, a complete selection of alcoholic and non-alcoholic beverages, and an extensive assortment of entertainment attractions centered around playing games and watching live sports and other televised events. Dave & Buster's currently has stores in 40 states, Puerto Rico, and Canada. Starting March 2020, all Dave & Buster's stores nationwide were temporarily closed because of mandates to help stop the spread of the virus. As of September 2020, 94 of its 136 stores have reopened. Dave & Buster's total revenues decreased 85.2% to $50.8 million during the second quarter, which ended Aug. 2, 2020. DIOCESE OF CAMDEN: Gets Interim Approval to Hire OCPs ----------------------------------------------------- The Diocese of Camden, New Jersey received interim approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ professionals utilized in the ordinary course of business. The Diocese of Camden hires the following ordinary course professionals: Name Services McKernan, McKernan & Godino Legal Services 113 North Sixth Street Camden, NJ 08102 Attn: Martin McKernan, Esq. Wipfli, LLP Audit Services 3 Logan Square 1717 Arch Street, Suite 750 Philadelphia, PA 19103 Attn: John Nihill Cobble Hill Financial Services, Inc. Investment Advisor 53 East Main Street Moorestown, NJ Attn: Althea L. A. Skeels Porter & Curtis, LLC Risk Manager 225 State Road Media, PA 19063-1537 Advanced Enterprise Technologies, Inc. Risk Management, 225 State Road Cost Allocations and Media, PA 19063 Billing Sphere Risk Partners Third-Party 225 State Road Administrator- Media, PA 19063 General Qual-Lynx Third-Party 100 Decadon Dr. Administrator- Egg Harbor Township, NJ Workers' Compensation Gail E. Johnson Consulting Actuary Administrator of 379 Norristown Road Qualified Defined Warminster, PA 18974 Retirement Plans Attn: Gail E. Johnson Budd Realty, Inc. Real Estate 30 N. Broad Street, 2nd Floor Consulting Woodbury, NJ 08096 Attn: Kenneth J. McIlvaine To the best of the Debtor's knowledge the firms are a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. About The Diocese of Camden, New Jersey The Diocese of Camden, New Jersey is a nonprofit religious corporation organized pursuant to Title 16 of the Revised Statutes of New Jersey. The Diocese is the secular legal embodiment of the Roman Catholic Diocese of Camden, a juridic person recognized under Canon Law. The Diocese of Camden sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 20-21257) on October 1, 2020. The petition was signed by Reverend Robert E. Hughes, vicar general/vice president. At the time of the filing, Debtor had total assets of $53,575,365 and liabilities of $25,727,209. Judge Jerrold N. Poslusny Jr. oversees the case. MCMANIMON, SCOTLAND & BAUMANN, LLC is Debtor's legal counsel. DIOCESE OF ROCKVILLE: Seeks Approval to Hire Restructuring Advisor ------------------------------------------------------------------ The Roman Catholic Diocese of Rockville Centre, New York seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Alvarez & Marsal North America, LLC as its restructuring advisor. The firm will render the following services: (a) assist the Debtor in the preparation of financial-related disclosures required by the court; (b) assist with the identification and implementation of short-term cash management procedures; (c) assist in connection with the development and implementation of key employee compensation and other critical employee benefit programs; (d) assist with the identification of executory contracts and leases and performance of cost/benefit evaluations with respect to the affirmation or rejection of each; (e) assist the Debtor's management team and counsel focused on the coordination of resources related to the ongoing reorganization effort; (f) assist in the preparation of financial information for distribution to creditors and others; (g) attend meetings and assist in discussions with any official committee(s) appointed in this chapter 11 case; (h) analyze creditor claims by type, entity, and individual claim; (i) assist in the preparation of information and analysis necessary for the confirmation of a plan of reorganization; (j) assist in the evaluation and analysis of avoidance actions; (k) provide litigation advisory services with respect to accounting and tax matters; (l) render such other general business consulting or such other assistance as the Debtor's management or counsel; (m) assist with operational analysis and implementation activities conducted as part of the Debtor's Morning Star Initiative; (n) assist with the evaluation of insurance coverages, policy renewals and a future state insurance-based risk management framework; and (o) assist with litigation support activities related to claims brought against the DRVC under the Child Victims Act. Alvarez & Marsal will be paid by the Debtor at their customary hourly billing rates which shall be subject to the following ranges: Restructuring Managing Director $900-1,150 Director $700-875 Analyst/Associate $350-675 Case Management Managing Director $850-1,000 Director $675-825 Analyst/Consultant $400-625 Charles M. Moore, managing director at Alvarez & Marsal, disclosed in court filings that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Charles M. Moore Alvarez & Marsal North America, LLC 755 W. Big Beaver Road, Suite 650 Troy, MI 48084 Telephone: (248) 936-0800 Facsimile: (248) 936-0801 E-mail: cmoore@alvarezandmarsal.com About the Diocese of Rockville Centre The Roman Catholic Diocese of Rockville Centre, New York is the seat of the Roman Catholic Church on Long Island. The Diocese has been under the leadership of Bishop John O. Barres since February 2017. The State of New York established the Diocese as a religious corporation in 1958. The Diocese is one of eight Catholic dioceses in New York, including the Archdiocese of New York. The Diocese's total Catholic population is approximately 1.4 million, roughly half of Long Island's total population of 3.0 million. The Diocese is the eighth largest diocese in the United States when measured by the number of baptized catholics. The Roman Catholic Diocese of Rockville Centre, New York, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12345) on Sept. 30, 2020. The Diocese was estimated to have $100 million to $500 million in assets and liabilities as of the filing. The Hon. Shelley C. Chapman is the case judge. The Diocese tapped JONES DAY as counsel; ALVAREZ & MARSAL NORTH AMERICA, LLC, as restructuring advisor; and SITRICK AND COMPANY, INC. as communications consultant. EPIQ CORPORATE RESTRUCTURING, LLC, is the claims agent. DIOCESE OF ROCKVILLE: Seeks to Hire Communications Consultant ------------------------------------------------------------- The Roman Catholic Diocese of Rockville Centre, New York seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Sitrick and Company, Inc. as its corporate communications consultant. The firm will perform the following professional services: (a) develop and implement communications programs and related strategies and initiatives for communications with the Debtor's key constituencies regarding the Debtor's operations and progress through the Chapter 11 process; (b) develop public relations initiatives for the Debtor to maintain public confidence and internal morale during the Chapter 11 process; (c) prepare press releases and other public statements for the Debtor; (d) prepare other forms of communication to the Debtor's key constituencies and the media; and (e) perform such other communications consulting services as may be requested by the Debtor. The firm's customary hourly rates charged by professionals anticipated to be assigned to the case are as follows: Sallie A. Hofmeister $850 Brenda Adrian $625 Rich J. Wilner $635 Angela D. Pruitt $495 Matthew D. Fern $445 Samantha D. Kalinsky $195 The firm received a sum of $70,000 from the Debtor as a retainer. Brenda Adrian, a member at Sitrick and Company, disclosed in court filings that the firm does not hold nor represent any interest adverse to the Debtor or its estate and is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Brenda Adrian Strick Group, LLC 11999 San Vicente Blvd., Penthouse Los Angeles, CA 90049 Telephone: (310) 788-2850 About the Diocese of Rockville Centre The Roman Catholic Diocese of Rockville Centre, New York is the seat of the Roman Catholic Church on Long Island. The Diocese has been under the leadership of Bishop John O. Barres since February 2017. The State of New York established the Diocese as a religious corporation in 1958. The Diocese is one of eight Catholic dioceses in New York, including the Archdiocese of New York. The Diocese's total Catholic population is approximately 1.4 million, roughly half of Long Island's total population of 3.0 million. The Diocese is the eighth largest diocese in the United States when measured by the number of baptized catholics. The Roman Catholic Diocese of Rockville Centre, New York, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12345) on Sept. 30, 2020. The Diocese was estimated to have $100 million to $500 million in assets and liabilities as of the filing. The Hon. Shelley C. Chapman is the case judge. The Diocese tapped JONES DAY as counsel; ALVAREZ & MARSAL NORTH AMERICA, LLC, as restructuring advisor; and SITRICK AND COMPANY, INC. as communications consultant. EPIQ CORPORATE RESTRUCTURING, LLC, is the claims agent. DIOCESE OF ROCKVILLE: Seeks to Hire Jones Day as Legal Counsel -------------------------------------------------------------- The Roman Catholic Diocese of Rockville Centre, New York seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Jones Day as its legal counsel. The firm will render the following legal services: (a) advise the Debtor of its rights, powers and duties; (b) prepare legal documents and review all financial and other reports to be filed in this chapter 11 case; (c) advise the Debtor concerning, and preparing responses to legal papers that may be filed by other parties and appear in any hearings or other proceedings relating to those matters; (d) advise the Debtor regarding its ability to initiate actions to collect and recover property for the benefit of its estate; (e) advise and assist the Debtor in connection with any asset dispositions; (f) advise the Debtor concerning executory contract and unexpired lease assumptions, assignments and rejections; (g) advise the Debtor in connection with the formulation, negotiation and promulgation of any plan or plans of reorganization; (h) assist the Debtor in reviewing, estimating and resolving claims asserted against the Debtor's estate; (i) commence and conduct litigation that is necessary and appropriate to assert rights held by the Debtor; (j) provide non-restructuring services for the Debtor to the extent requested by the Debtor; (k) perform all other necessary legal services for the Debtor. The standard hourly rate ranges charged by Jones Day are as follows: Partners $725–1,675 Of Counsel $725–1,500 Associates $400–1,175 Paralegals/Legal Support $275–575 Corinne Ball, Esq., a partner at Jones Day, disclosed in court filings that the firm is a "disinterested person," as that term is defined in section 101(14) of the Bankruptcy Code. Mr. Ball also made the following disclosures in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Guidelines: 1. Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Yes, due to the Debtor's nonprofit and charitable nature Jones Day agreed to a 10% fee discount with respect to this engagement, which Jones Day expects to continue during this chapter 11 case. No other variations or alternatives to Jones Day's customary billing arrangements were agreed to with respect to this engagement. 2. Question Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. 3. 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: As disclosed above, Jones Day was retained by the Debtor prior to the Petition Date in September of 2018 and Jones Day agreed to a 10% fee discount with respect to this engagement due to the Debtor's nonprofit and charitable nature. The material financial terms of the Debtor's engagement of Jones Day – including the hourly rates charged by Jones Day – have not changed postpetition. 4. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response The Debtor and Jones Day have developed a budget and staffing plan covering the months of October and November of 2020. The Debtor and Jones Day expect to develop a prospective budget and staffing plan to comply with the U.S. Trustee's requests for information and additional disclosures, recognizing that in the course of this chapter 11 case, there may be unforeseeable fees and expenses that will need to be addressed by the Debtor and Jones Day. The firm can be reached through: Corinne Ball, Esq. Todd Geremia, Esq. Benjamin Rosenblum, Esq. Andrew M. Butler, Esq. JONES DAY 250 Vesey Street New York, NY 10281 Telephone: (212) 326-3939 Facsimile: (212) 755-7306 About the Diocese of Rockville Centre The Roman Catholic Diocese of Rockville Centre, New York is the seat of the Roman Catholic Church on Long Island. The Diocese has been under the leadership of Bishop John O. Barres since February 2017. The State of New York established the Diocese as a religious corporation in 1958. The Diocese is one of eight Catholic dioceses in New York, including the Archdiocese of New York. The Diocese's total Catholic population is approximately 1.4 million, roughly half of Long Island's total population of 3.0 million. The Diocese is the eighth largest diocese in the United States when measured by the number of baptized catholics. The Roman Catholic Diocese of Rockville Centre, New York, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12345) on Sept. 30, 2020. The Diocese was estimated to have $100 million to $500 million in assets and liabilities as of the filing. The Hon. Shelley C. Chapman is the case judge. The Diocese tapped JONES DAY as counsel; ALVAREZ & MARSAL NORTH AMERICA, LLC, as restructuring advisor; and SITRICK AND COMPANY, INC. as communications consultant. EPIQ CORPORATE RESTRUCTURING, LLC, is the claims agent. DIOCESE OF ROCKVILLE: Taps Epiq as Claims and Noticing Agent ------------------------------------------------------------ The Roman Catholic Diocese of Rockville Centre, New York received approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Epiq Corporate Restructuring, LLC as its claims and noticing agent. The firm will oversee the distribution of notices and will assist in the maintenance, processing and docketing of proofs of claim filed in Debtors' Chapter 11 cases. The firm's professionals will be paid at hourly rates as follows: Claim Administration Hourly Rates Clerical/Administrative Support $35 – $55 IT / Programming $65 – $85 Case Managers $85 – $165 Consultants/ Directors/Vice Presidents $165 – $195 Solicitation Consultant $195 Executive Vice President, Solicitation $215 The firm has received a retainer from the Debtor in the amount of $25,000. Kathryn Tran, a consulting director at Epiq Corporate, 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: Kathryn Tran Epiq Corporate Restructuring, LLC 777 Third Avenue, 12th Floor New York, NY 10017 Telephone: (212) 225-9200 About the Diocese of Rockville Centre The Roman Catholic Diocese of Rockville Centre, New York is the seat of the Roman Catholic Church on Long Island. The Diocese has been under the leadership of Bishop John O. Barres since February 2017. The State of New York established the Diocese as a religious corporation in 1958. The Diocese is one of eight Catholic dioceses in New York, including the Archdiocese of New York. The Diocese's total Catholic population is approximately 1.4 million, roughly half of Long Island's total population of 3.0 million. The Diocese is the eighth largest diocese in the United States when measured by the number of baptized catholics. The Roman Catholic Diocese of Rockville Centre, New York, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12345) on Sept. 30, 2020. The Diocese was estimated to have $100 million to $500 million in assets and liabilities as of the filing. The Hon. Shelley C. Chapman is the case judge. The Diocese tapped JONES DAY as counsel; ALVAREZ & MARSAL NORTH AMERICA, LLC, as restructuring advisor; and SITRICK AND COMPANY, INC. as communications consultant. EPIQ CORPORATE RESTRUCTURING, LLC, is the claims agent. DIVERSE LABEL: Gets Approval to Hire BKAssets.com as Auctioneer --------------------------------------------------------------- Diverse Label Printing, LLC received approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to employ BKAssets.com, LLC to sell some of its assets through an Internet auction. The assets include the amount awarded by the bankruptcy court that handled the Debtor's case against Zip-Net, Inc. The Debtor prosecuted an adversary case (Case No. 20-2006) to avoid and recover preferential transfers it made to Zip-Net. On April 7, the bankruptcy court entered a default judgment in the amount of $42,580.37 in favor of the Debtor. The amount has not yet been collected by the Debtor. BKAssets will receive compensation of not more than 10 percent of the gross sales price. BKAssets is a disinterested party within the meaning of Section 327(a) of the Bankruptcy Code, according to court filings. The firm can be reached through: David A. Birdsell BKAssets.com, LLC 216 N. Center St. Mesa, AZ 85201 Phone: 480-969-1760 Fax: 480-287-8626 Email: info@bkassets.com About Diverse Label Printing Diverse Label Printing, LLC, a company in Burlington, North Carolina, specializes in producing labels for food, food processing, supermarket, consumer goods, and other uses. Diverse Label sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 18-10792) on July 23, 2018. In the petition signed by CEO Ed Bidanset, the Debtor disclosed $15,750,989 in assets and $10,499,186 in liabilities. Judge Catharine R. Aron oversees the case. The Debtor has tapped Northen Blue, LLP, as its legal counsel and Nelson & Company, PA as its accountant. E2OPEN LLC: Moody's Assigns B2 CFR, Outlook Stable -------------------------------------------------- Moody's Investors Service assigned a first-time B2 corporate family rating to E2open, LLC following the announcement that E2 will be acquired by special purpose acquisition company (SPAC) CC Neuberger Principal Holdings I in a transaction that will ultimately lead to the public listing of E2 on the NYSE. In addition, Moody's assigned a B2 senior secured first lien rating to the company's proposed $600 million credit facilities, consisting of a $525 million term loan and a $75 million revolving credit facility, a B2-PD probability of default rating (PDR) and a speculative grade liquidity (SGL) rating of SGL-2. The outlook is stable. The investment from the SPAC, along with proceeds from a private investment in public equity (PIPE) and a forward purchase agreement with funds of Neuberger, total roughly $1.1 billion of new equity. The new equity and term loan B will be used to acquire a controlling interest in E2 and refinance existing debt. Assignments: Issuer: E2open, LLC Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Speculative Grade Liquidity Rating, Assigned SGL-2 Senior Secured Bank Credit Facility, Assigned B2 (LGD3) Outlook Actions: Issuer: E2open, LLC Outlook, Assigned Stable RATINGS RATIONALE E2open's B2 CFR is reflecting the moderately high leverage at closing and rapid growth through acquisitions offset by the company's leading position in many aspects of the supply chain management software industry. Leverage pro forma for the post-IPO capital structure was 5.6x based on LTM August 31, 2020 including Moody's adjustments and certain synergies related to previous acquisitions. On a cash EBITDA basis, leverage was just under 5x. Moody's expects a rapidly improving free cash flow profile, largely due to the decrease in debt as a result of the capital transactions. In addition, E2 generates a significant portion of its revenue through subscriptions (82% as of LTM August 31, 2020), which are typically made up of multi-year contracts with large enterprise customers. Given the company's acquisitive history, E2 has ample room within the B2 rating to continue making opportunistic debt-funded acquisitions to bolster its product and technology offerings. The stable outlook reflects Moody's expectation that E2 will achieve mid-single digit percent revenue growth over the next 12-18 months despite the current economic recession. The stable outlook accommodates a moderate level of acquisitions including debt financed acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's would consider an upgrade if leverage is sustained below 5x and free cash flow stays above 10%. Moody's would consider a downgrade if leverage is sustained over 7x or free cash flow to debt is less than 5% on other than a temporary basis. E2 has good liquidity, as represented by its SGL-2 liquidity rating. Pro forma for the transactions, Moody's expects that E2 will have about $25 million of cash on the balance with an undrawn, $75 million revolving credit facility. Moody's anticipates that E2 will generate free cash flow in the $50-$60 million range over the next 12 months, which is significantly higher than historically due to the decrease in interest expense related to the recapitalization of the company. Moody's does not expect the term loan to contain any financial covenants, with the only covenant expected to be a springing max leverage ratio test on the company's revolver. ESG CONSIDERATIONS Overall, environmental and social risks are considered low for E2 as a software company. Although limited, the credit risks stemming from social issues are linked to data security, diversity in the workplace and access to highly skilled workers. E2's governance will benefit from becoming a publicly traded company. Moody's expects the company to establish a majority independent board in accordance with NYSE guidelines. The previous private equity owner, Insight Partners, will own roughly 20% of E2open post-transaction. Moody's views the company's public commitment to a net leverage target of 3.0 - 4.0x to be evidence of a more conservative financial policy than E2open has operated under in recent years as a private company. E2open is a cloud software platform that offers applications and network services to optimize the supply chains of its large enterprise customers. Pro forma for the transactions, E2open will be a publicly traded company under the ticker symbol 'ETWO', and its largest shareholder will remain Insight Partners, who is expected to own 20% of the equity of the company. Revenue for the last twelve months ended August 31, 2020 was $333 million. The principal methodology used in these ratings was Software Industry published in August 2018. EAS GRACELAND: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The Office of the U.S. Trustee on Oct. 19, 2020, disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of EAS Graceland, LLC. About EAS Graceland EAS Graceland, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 20-24484) on Sept. 15, 2020. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. Judge David S. Kennedy oversees the case. Glankler Brown PLLC serves as Debtor's legal counsel. EBONY MEDIA: Taps Pendergraft & Simon as Legal Counsel ------------------------------------------------------ Ebony media Holdings, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Pendergraft & Simon, LLP as their legal counsel. The firm will provide the following legal services: a. analyze the financial situation, and render advice and assistance to the jointly administered Debtors; b. advise the Debtors with respect to their powers and duties; c. conduct appropriate examinations of witnesses, claimants and other persons; d. prepare legal papers; and consult with and advise the Debtors in connection with the operation of or the termination of the operation of the business; e. represent the Debtors at the first meeting of creditors and such other services as may be required; f. represent the Debtors in all proceedings before the court; g. prepare, negotiate and prosecute a disclosure statement and plan of reorganization; h. advise and consult with the Debtors concerning questions arising in the conduct of the administration of the estate; i. investigate pre-petition transactions and prosecute, if appropriate, preference and other avoidance actions; j. defend any motions to lift the automatic stay, contested matters and/or adversary proceedings; k. appear on behalf of the Debtors before the Bankruptcy Court; l. advise and assist the Debtors with real estate issues related to this case; and m. assist the Debtors in any matters relating to or arising out of the captioned cases. The firm's hourly fees will be billed at the following rates: Robert L. Pendergraft, LHS, or other partner $550 Senior associate/Of Counsel $350 Cecilia Sanchez/other senior paralegal/Senior Law Clerk $200 Junior paralegals/Junior Law Clerk $100 The firm agreed to receive a retainer in the amount of $30,000. Leonard H. Simon, Esq., a partner at Pendergraft & Simon, 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: Leonard H. Simon, Esq. William P. Haddock, Esq. PENDERGRAFT & SIMON LLP 2777 Allen Parkway, Suite 800 Houston, TX 77019 Telephone: (713) 528-8555 Facsimile: (832) 202-2810 E-mail: lsimon@pendergraftsimon.com whaddock@pendergraftsimon.com About Ebony Media Ebony Media Holdings LLC is the publisher of Black cultural magazines Ebony and Jet. Creditors Parkview Capital Credit Inc. and David M. Abner & Associates, Plum Studio filed involuntary Chapter 7 petitions against Ebony Media Operations, LLC, and Ebony Media Holdings LLC (Bankr. S.D. Tex. Case No. 20-33665 and 20-33667) on July 23, 2020. The court on Sept. 3, 2020, entered an order approving a stipulation signed by the Debtors and the petitioners to an entry of order for relief in the bankruptcy cases and the conversion of the cases to cases under Chapter 11 of the Bankruptcy Code. The Debtors have tapped Pendergraft & Simon, LLP as their legal counsel and FTI Capital Advisors, LLC as their investment banker. ED'S BEANS: Crazy Mocha Owner Seeks Chapter 11 Bankruptcy --------------------------------------------------------- Ed's Beans Inc., owner of Crazy Mocha coffee and Kiva Han Coffee Wholesale, sought Chapter 11 protection. KDKA 2 Pittsburg reports that the filing cites the coronavirus pandemic for their move into bankruptcy. Like many other businesses, most of the Crazy Mocha locations were forced to close when the pandemic hit. About Ed's Beans Inc. Ed's Beans, Inc., owns Kiva Han Coffee and Crazy Mocha restaurants. Ed's Beans sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 20-22974) on Oct. 19, 2020. The Debtor was estimated to have $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Crystal H. Thornton-Illar of LEECH TISHMAN FUSCALDO & LAMPL, LLC, is the Debtor's counsel. ENERGY ALLOYS: Gets Approval to Hire Epiq as Administrative Advisor ------------------------------------------------------------------- Energy Alloys Holdings, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the District of Delaware to employ Epiq Corporate Restructuring, LLC as their administrative advisor. The firm's services are as follows: (a) assist in the solicitation, balloting and tabulation of votes, prepare any related reports in support of confirmation of a Chapter 11 plan, and process requests for documents in connection with such services; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) assist in the preparation of the Debtor's schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; (d) provide a confidential data room, if requested; and (e) manage and coordinate any distributions pursuant to a Chapter 11 plan. Brian Hunt, consulting director at Epiq, 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: Tim Conklin Epiq Corporate Restructuring, LLC 777 Third Avenue 11th and 12th Floors New York, NY 10017 Phone: +1 212 225 9200 About Energy Alloys Founded in 1995, Energy Alloys Holdings LLC and its affiliates are privately-owned distributors and resellers of tube and bar products sold into the oil and gas industry for the exploration of hydrocarbons. Visit https://www.ealloys.com for more information. On Sept. 9, 2020, Energy Alloys Holdings LLC and seven of its affiliates filed for bankruptcy protection (Bankr. D. Del., Lead Case No. 20-12088). Bryan Gaston, chief restructuring officer, signed the petitions. The Debtors were estimated to have consolidated assets of $10 million to $50 million, and consolidated liabilities of $100 million to $500 million. Judge Mary Walrath presides over the cases. The Debtors have tapped Richards, Layton & Finger, P.A. as their bankruptcy counsel, Akin Gump Strauss Hauer & Feld LLP as corporate counsel, Moelis & Company as investment banker, and Epiq Corporate Restructuring LLC as claims and noticing agent and administrative advisor. Ankura Consulting Group, LLC provides interim management services. ENERGY ALLOYS: Gets Court OK to Hire Ankura Consulting, Appoint CRO ------------------------------------------------------------------- Energy Alloys Holdings, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the District of Delaware to employ Ankura Consulting Group, LLC and appoint Bryan Gaston, the firm's senior managing director, to serve as their chief restructuring officer. The specific tasks that the CRO and other Ankura professionals will perform are as follows: a. Review and support development of the Debtors' 13-week cash forecast and identify opportunities to accelerate receipts, manage disbursements and improve the forecasting and reporting process; c. Support and oversee any asset disposition and marketing efforts; d. Assist the management in developing and implementing strategies regarding the Debtors' vendors; e. Assist the management in negotiations with stakeholders and their professional constituencies; f. Assist the Debtors in communications with vendors and suppliers; g. Assist the Debtors in the preparation of their financial statements and bankruptcy schedules, monthly operating reports, pleadings, and other information required in their Chapter 11 cases; h. Assist the Debtors in obtaining court approval for use of cash collateral or other financing; i. Assist the Debtors with respect to bankruptcy-related claims management and the reconciliation process; j. Assist the management in communicating and negotiating with other constituents critical to the successful execution of the Debtor's bankruptcy proceedings; and k. Perform other professional services requested by the Debtors and agreed to by Ankura in writing. Ankura will compensated as follows: Senior Managing Director $1,015 - $1,100 per hour Managing Director $900 - $990 per hour Senior Director $760 - $870 per hour Director $610 - $725 per hour Senior Associate $495 - $575 per hour Associate $410 - $460 per hour Ankura agreed to a courtesy discount of 15 percent of hourly fees invoiced on a monthly basis. In addition to the hourly fees, Ankura is entitled to earn a completion fee payable upon the consummation of a restructuring. Days After the Effective Date Completion Fee -------------- -------------- 0 - 90 $400,000 91 - 100 $333,333 101 - 110 $266,667 111 - 120 $200,000 120 $0 Ankura will also be reimbursed for out-of-pocket expenses incurred. Mr. Gaston disclosed in court filings that the firm is a "disinterested person" as that term is defined by Section 101(14) of the Bankruptcy Code. The firm can be reached through: Bryan Gaston Ankura Consulting Group, LLC 2 Houston Center 909 Fannin Street, Suite 2450 Houston, TX 77010 Telephone: (713) 516-4199 About Energy Alloys Founded in 1995, Energy Alloys Holdings LLC and its affiliates are privately-owned distributors and resellers of tube and bar products sold into the oil and gas industry for the exploration of hydrocarbons. Visit https://www.ealloys.com for more information. On Sept. 9, 2020, Energy Alloys Holdings LLC and seven of its affiliates filed for bankruptcy protection (Bankr. D. Del., Lead Case No. 20-12088). Bryan Gaston, chief restructuring officer, signed the petitions. The Debtors were estimated to have consolidated assets of $10 million to $50 million, and consolidated liabilities of $100 million to $500 million. Judge Mary Walrath presides over the cases. The Debtors have tapped Richards, Layton & Finger, P.A. as their bankruptcy counsel, Akin Gump Strauss Hauer & Feld LLP as corporate counsel, Moelis & Company as investment banker, and Epiq Corporate Restructuring LLC as claims and noticing agent and administrative advisor. Ankura Consulting Group, LLC provides interim management services. ENERGY ALLOYS: Taps Richards Layton as Legal Counsel ---------------------------------------------------- Energy Alloys Holdings, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the District of Delaware to employ Richards, Layton & Finger, P.A. as their legal counsel. The services that the Debtors will provide are as follows: a) advise the Debtors of their rights, powers and duties under Chapter 11 of the Bankruptcy Code; b) prepare legal papers; c) take actions to protect and preserve the Debtors' estates, including the prosecution of actions on their behalf, the defense of actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors; d) prepare the Debtors' disclosure statement, Chapter 11 plan and related documents necessary to solicit votes on the plan; e) prosecute on behalf of the Debtors any proposed Chapter 11 plan and seek approval of all transactions contemplated therein; and g) perform all other necessary legal services in connection with the Debtors' bankruptcy cases. Richards Layton will be paid at hourly rates as follows: Directors $725 to $1,200 Counsel $685 to $700 Associates $400 to $665 Paraprofessionals $295 The firm's principal attorneys and paraprofessionals are: Daniel J. DeFranceschi $975 Zachary I Shapiro $725 Brendan J. Schlauch $595 David T. Queroli $550 Megan E. Kenney $485 Sarah E. Silveira $445 J. Zachary Noble $400 Ann Jerominski $295 Daniel DeFranceschi, Eq., a director at Richards Layton, disclosed in court filings that the firm is a "disinterested person" under Section 101(14) of the Bankruptcy Code. Richards Layton can be reached at: Daniel J. DeFranceschi, Esq. Paul N. Heath, Esq. Zachary I. Shapiro, Esq. David T. Queroli, Esq. Richards, Layton & Finger, P.A. 920 N. King Street Wilmington, DE 19801 Tel: (302) 651-7700 Fax: (302) 651-7701 Email: queroli@rlf.com About Energy Alloys Founded in 1995, Energy Alloys Holdings LLC and its affiliates are privately-owned distributors and resellers of tube and bar products sold into the oil and gas industry for the exploration of hydrocarbons. Visit https://www.ealloys.com for more information. On Sept. 9, 2020, Energy Alloys Holdings LLC and seven of its affiliates filed for bankruptcy protection (Bankr. D. Del., Lead Case No. 20-12088). Bryan Gaston, chief restructuring officer, signed the petitions. The Debtors were estimated to have consolidated assets of $10 million to $50 million, and consolidated liabilities of $100 million to $500 million. Judge Mary Walrath presides over the cases. The Debtors have tapped Richards, Layton & Finger, P.A. as their bankruptcy counsel, Akin Gump Strauss Hauer & Feld LLP as corporate counsel, Moelis & Company as investment banker, and Epiq Corporate Restructuring LLC as claims and noticing agent and administrative advisor. Ankura Consulting Group, LLC provides interim management services. ENERGY FISHING: Seeks Court Approval to Hire Financial Advisor -------------------------------------------------------------- Energy Fishing & Rental Services, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Stephen Morrell, a financial advisor practicing in Bellaire, Texas. Mr. Morrell will provide the following services: (i) assist the Debtor in the development of projections and budgets; (ii) assist with the development of tactics and strategies for negotiating with creditors; (iii) assist with the preparation of the Debtor's schedules and statement of financial affairs; (iv) assist with formulating a plan and disclosure statement; (v) assist with the preparation of the Debtor's operating reports; (vi) assist with any other financial services request by the Debtor; and (vii) perform such other services as may be mutually agreed. Mr. Morrell will be paid $175 per hour for his services. Before the petition date, the Debtor funded a retainer to Mr. Morrell in the amount of $10,000. Mr. Morrell disclosed in court filings that he is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. Mr. Morrell holds office at: Stephen Morrell 5201 Grand Lake St. Bellaire, TX 77401 Telephone: (832) 529-7821 Email: Stephen.morrell@yahoo.com About Energy Fishing & Rental Services, Inc. Houston, Texas-based Energy Fishing & Rental Services, Inc. provides fishing and downhole intervention services. The Company offers accumulators, adapters, backoff tools, bailers, bails, bars, baskets, bits, blocks, blowout preventers, bushings, casing patches, couplings, cutters, die collars, rabbits, elevators, extensions, overshots, and accessories. Visit http://www.energyfrs.com for more information. Energy Fishing & Rental Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. SD. Tex. Case No. 20-20299) on September 18, 2020. The petition was signed by Arthur L. Potter, chairman and president. At the time of the filing, Debtor had estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. Judge David R. Jones oversees the case. Munsch Hardt Kopf & Harr, P.C. is Debtor's legal counsel. ENERGY FISHING: Taps Munsch Hardt as Bankruptcy Counsel ------------------------------------------------------- Energy Fishing & Rental Services, Inc. received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Munsch Hardt Kopf & Harr, P.C. as its general bankruptcy counsel. The firm will provide the following services: a. serve as attorneys of record for the Debtor in all aspects and provide representation and legal advice to the Debtor throughout the case; b. assist the Debtor in carrying out its duties under the Bankruptcy Code; c. consult with the United States Trustee and all other creditors and parties-in-interest concerning administration of the case; d. assist in potential sales of the Debtor's assets; e. prepare legal papers and represent the Debtor and the estate at all related hearings; f. assist the Debtor in connection with formulating and confirming a Chapter 11 plan; g. assist the Debtor in analyzing and appropriately treating the claims of creditors; h. appear before this court and any appellate courts or other courts having jurisdiction over any matter associated with the case; and i. perform all other legal services and provide all other legal advice to the Debtor. Munsch Hardt's hourly rates for the attorneys who will most likely be working on the case are: Davor Rukavina, Shareholder $500 (reduced from $550) Thomas Berghman, Shareholder $430 Julian Vasek, Associate $410 Davor Rukavina, Esq. disclosed in court filings that the firm is a "disinsterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Davor Rukavina, Esq. Thomas D. Berghman, Esq. Julian P. Vasek, Esq. MUNSCH HARDT KOPF & HARR, P.C. 500 North Akard St., Ste. 3800 Dallas, TX 75201 Telephone: (214) 855-7500 Facsimile: (214) 978-4375 Email: drukavina@munsch.com tberghman@munsch.com jvasek@munsch.com About Energy Fishing & Rental Services, Inc. Houston, Texas-based Energy Fishing & Rental Services, Inc. provides fishing and downhole intervention services. The Company offers accumulators, adapters, backoff tools, bailers, bails, bars, baskets, bits, blocks, blowout preventers, bushings, casing patches, couplings, cutters, die collars, rabbits, elevators, extensions, overshots, and accessories. Visit http://www.energyfrs.com for more information. Energy Fishing & Rental Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. SD. Tex. Case No. 20-20299) on September 18, 2020. The petition was signed by Arthur L. Potter, chairman and president. At the time of the filing, Debtor had estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. Judge David R. Jones oversees the case. Munsch Hardt Kopf & Harr, P.C. is Debtor's legal counsel. ENERGYSOLUTIONS LLC: Moody's Alters Outlook on B3 CFR to Stable --------------------------------------------------------------- Moody's Investors Service affirmed EnergySolutions, LLC's corporate family rating (CFR) at B3, the Probability of Default Rating at B3-PD and the senior secured first-lien ratings at B3 while changing the outlook to stable from negative. The affirmations and change in outlook reflect meaningful progress, after a lengthy delay, on the large San Onofre Nuclear Generating Station (SONGS) decontamination and decommissioning (D&D) project, supporting Moody's expectations for earnings, cash flow and overall liquidity to continue improving through 2021. Additionally, work on the Three Mile Island 2 (TMI2) D&D project is anticipated to commence in 2021, creating sizable project overlap (SONGS, Fort Calhoun and TMI2) that should strengthen credit metrics over the next couple of years. EnergySolutions is also well positioned to receive Class A waste for disposal from ongoing D&D projects managed by competitors. RATINGS RATIONALE The ratings reflect EnergySolutions' leading position in the nuclear waste disposal industry, unique high-value assets and technical expertise handling/servicing hazardous waste materials such that the company will benefit from nuclear plant decommissioning projects. With up to 14 nuclear plants expected to go offline within the next couple of years and approximately 30 reactors at-risk over the next 10 years, the company is expected to capture at least a portion of revenue from these projects. At a minimum, there is a high likelihood that incremental Class A radioactive waste will be directed to the company's Clive, Utah landfill though the timing, and progress, of these projects are difficult to predict. Offsetting these strengths is uneven performance driven by the volatility of project work, historically weak liquidity highlighted by negative free cash flow, the small scale due to reliance on a low-volume, specialty waste industry and the susceptibility of D&D projects to experience indefinite delays or deferrals, as was the case with SONGS. EnergySolutions is exposed to considerable performance risk, some of which is not under its control, because of the large size and high visibility of nuclear decommissioning projects. Liquidity, after bottoming in the second quarter of 2020, improved sharply in the third quarter, in part due to disposal of the Reactor Pressure Vessel (RPV) for SONGS. Earnings and cash flow are expected to gradually climb through 2021, driven by steady activity at the SONGS and Fort Calhoun projects, supplemented by an extended ramp of activity at TMI2. Operational waste management (processing low-level radioactive waste from ongoing nuclear operations/activities) is expected to experience softness into 2021 due to the impact of the coronavirus pandemic but Moody's anticipates this to be deferred rather than lost revenues. The pickup in D&D revenues is expected to offset the current softness in waste management, enabling leverage to fall below 5.5x by year-end 2020, lowered further in 2021 to roughly 5x. Free cash flow, which has been significantly negative in recent years, is expected to demonstrate meaningful improvement in 2020 and should eclipse $20 million in 2021. Governance considerations acknowledge private equity ownership's propensity to take on more balance sheet risk, evidenced by the large debt-funded distribution in 2018. Outside of that transaction, Energy Capital Partners has demonstrated support to the business through backstopping letters of credit. The outlook is stable, reflecting Moody's expectations for steady improvement in credit metrics by year-end 2021. Importantly, liquidity is expected to strengthen as D&D projects, in conjunction with the gradual rebound of operational waste volumes, will build cash and reduce reliance on the revolving credit facility. Liquidity is adequate with Moody's expecting a run-rate cash position of at least $10 million and solid progress towards generating increasingly positive free cash flow during 2021. With improved cash flow in the third quarter of 2020, reliance on the $150 million revolving credit facility has eased with availability now expected to exceed $100 million over the next 12-18 months. There are no near-term debt maturities other than term loan amortization payments of $6.5 million per year. The revolving facility is subject to only a springing net leverage covenant to be tested if the aggregate amount of outstanding borrowings, net of a certain number of letters of credit, exceeds a set percentage of the facility. There are no financial maintenance covenants on the term loan. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded with accelerated growth in margins, enabling positive free cash flow as steady activity from D&D projects overlap. Additionally, greater stability in revenues supported by a rebound, and potential increase, in operational waste volumes as well as debt-to-EBITDA approaching 5x could result in positive rating pressure. Maintenance of a solid liquidity profile sufficient to offset the potential impacts from project volatility and a more balanced financial policy would also be favorable elements for an upgrade. The ratings could be downgraded due to the inability to generate materially stronger free cash flow in 2021 or if debt-to-EBITDA approaches the mid-6x range. Deteriorating liquidity or a weaker EBITDA margin could also result in a downgrade. Finally, with headline risk always present, an extended disruption or a major accident related to radioactive material handling could also warrant a downgrade. Moody's took the following rating actions on EnergySolutions, LLC: - Corporate Family Rating, affirmed at B3 - Probability of Default, affirmed at B3-PD - Senior Secured 1st Lien Revolving Credit Facility, affirmed at B3 (LGD3) - Senior Secured 1st Lien Term Loan, affirmed at B3 (LGD3) Rating outlook changed to Stable from Negative The principal methodology used in these ratings was Environmental Services and Waste Management Companies published in April 2018. EnergySolutions, Inc. provides a broad range of services to the nuclear power industry including transportation, processing and disposal of low-level radioactive waste (LLRW) and clean-up and repair of nuclear sites. With two of the four privately-owned or operated disposal sites in the US for LLRW, the company handles 90% of all domestic Class A LLRW disposal volume - the US Government is the only authorized agent for processing and disposing of high-level radioactive waste. Revenues for the latest twelve months ended June 30, 2020 were approximately $425 million. EnergySolutions was taken private when it was purchased by funds affiliated with private equity firm Energy Capital Partners in May 2013. Energy Capital Partners remains the majority shareholder with Triartisan ES Partners, LLC holding a minority stake. EXIDE HOLDINGS: California Appeals Chapter 11 Plan Confirmation --------------------------------------------------------------- Leslie A. Pappas of Bloomberg Law reports that California has appealed Exide Holdings, Inc.'s Chapter 11 plan confirmation, arguing the bankruptcy court ignored the dangers of lead at the battery maker's recycling facility near Los Angeles. The plan would allow the Milton, Ga.-based company to abandon the Vernon, Calif. site, which the state says needs ongoing remediation of lead and other heavy metals. The bankruptcy court "committed significant errors" by dismissing testimony about the dangers of lead at the facility, according to the California Department of Toxic Substances Control's appeal Sunday, October 19, 2020. About Exide Holdings Founded in 1888 and headquartered in Milton, Ga., Exide Holdings, Inc. -- https://www.exide.com/ -- is a stored electrical energy solutions company and a producer and recycler of lead-acid batteries. Across the globe, Exide batteries power cars, boats, heavy duty vehicles, golf carts, powersports, and lawn and garden applications. Its network power solutions deliver energy to vast telecommunication networks in need of uninterrupted power supply. Exide Technologies first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002, and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013 and emerged from bankruptcy in 2015. In the 2013 case, Exide tapped Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant. The official creditors committee retained Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co-counsel, and Zolfo Cooper, LLC served as its bankruptcy consultants and financial advisors. Exide Holdings and its affiliates, including Exide Technologies LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11157) on May 19, 2020. Exide Holdings was estimated to have $500 million to $1 billion in assets and $1 billion to $10 billion in liabilities. In the newest Chapter 11 case, Weil, Gotshal & Manges LLP is serving as legal counsel to Exide, Houlihan Lokey is serving as investment banker, and Ankura is serving as financial advisor. Richards, Layton & Finger, P.A., is the local counsel. Prime Clerk LLC is the claims agent, maintaining the page https://cases.primeclerk.com/Exide2020/ EXIDE HOLDINGS: Court OKs Bankruptcy Plan Despite State Concerns ---------------------------------------------------------------- Leslie A. Pappas of Bloomberg Law reports that Exide Holdings Inc. got court approval of its bankruptcy plan, allowing the battery manufacturer to sell its overseas assets and avoid paying for a full cleanup of a former recycling facility in California over the state's objections. The plan, which was amended four times before it was approved Friday, Oct. 16, 2020 incorporates a global settlement Exide reached with its creditors, purchasers of the overseas assets, the U.S. Environmental Protection Agency, and ten state environmental agencies. California's was the only environmental agency that rejected the settlement agreement. California Gov. Gavin Newsom (D) called the plan approval "dangerous" and said the state would appeal it. "I am outraged that the federal bankruptcy court let Exide and its creditors off the hook today and decided that lead exposure does not pose an imminent or immediate harm to the public," he said in a statement Friday, Oct. 16, 2020. The Chapter 11 plan allows Exide to sell its European and overseas assets to a group of existing lenders in a $559 million credit bid, preserving 5,000 jobs. The company also will wind down its involvement at former sites in the U.S. that still need environmental remediation. After filing for bankruptcy in May 2020, it sold its North American business operations to an affiliate of Atlas Holdings LLC for $178.6 million. The settlement incorporated into the plan creates a $10 million multi-state environmental trust that would manage future environmental cleanup at former Exide sites. California would receive $2.6 million for a former battery recycling facility in Vernon, Calif., if the state signs onto the agreement. The state has until Oct. 30, 2020 to decide whether it will participate in the trust. Exide may choose to abandon the site after that date, said Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware said at a hearing Friday. "The plan is interesting. I've never seen anything like it," Sontchi said in approving the plan. Responsible for Cleanup The California DTSC had objected to the settlement on the grounds that the company is still responsible for ongoing remediation of lead and other heavy metals at the Vernon site. If California ultimately rejects the settlement and Exide abandons the facility, California will still have access to $26.5 million in surety bonds that Exide purchased to help maintain the Vernon site, the company's attorney, Jared R. Friedmann of Weil, Gotshal & Manges LLP, told the court Friday. It would cost $72 million to completely clean up the Vernon site, including stormwater and full containment, Perry Myers, a supervising hazardous substances engineer with the California Environmental Protection Agency’s Department of Toxic Substances Control, told the court Thursday, October 15, 2020. Exide currently is spending $750,000 per month on safeguards that prevent the release of lead dust, arsenic, and other toxins into the air and water, Brad Elias of O'Melveny & Myers LLP, an attorney for the California Department of Toxic Substances Control, said Thursday. The U.S. EPA, which is backed the reorganization plan, received more than 1,000 public comments against the settlement at a public hearing it held Oct. 13, 2020, agency attorney Alan Tenenbaum told the court Thursday, October 15, 2020. The settlement's environmental response trust would fund ongoing containment and safety efforts at 16 of Exide's former sites in 10 other states, even if it wouldn't be enough for a full cleanup, the agency said in an Oct. 14, 2020 filing. "The settlement seeks to avoid further impacts on the community" and avoid "a potentially chaotic transition" if the site is abandoned, Tenenbaum told the court Thursday, October 15, 2020. The settlement's multi-state trust would allow Texas to remediate two contaminated sites in Dallas and Frisco, Abigail Ryan of the Texas Attorney General's Office said Friday,. About Exide Holdings Founded in 1888 and headquartered in Milton, Ga., Exide Holdings, Inc. -- https://www.exide.com/ -- is a stored electrical energy solutions company and a producer and recycler of lead-acid batteries. Across the globe, Exide batteries power cars, boats, heavy duty vehicles, golf carts, powersports, and lawn and garden applications. Its network power solutions deliver energy to vast telecommunication networks in need of uninterrupted power supply. Exide Technologies first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002, and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013 and emerged from bankruptcy in 2015. In the 2013 case, Exide tapped Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant. The official creditors committee retained Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co-counsel, and Zolfo Cooper, LLC served as its bankruptcy consultants and financial advisors. Exide Holdings and its affiliates, including Exide Technologies LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11157) on May 19, 2020. Exide Holdings was estimated to have $500 million to $1 billion in assets and $1 billion to $10 billion in liabilities. In the newest Chapter 11 case, Weil, Gotshal & Manges LLP is serving as legal counsel to Exide, Houlihan Lokey is serving as investment banker, and Ankura is serving as financial advisor. Richards, Layton & Finger, P.A., is the local counsel. Prime Clerk LLC is the claims agent, maintaining the page https://cases.primeclerk.com/Exide2020/ EXIDE HOLDINGS: Unsecureds Will Get GUC Trust Interests and Cash ---------------------------------------------------------------- Exide Holdings, Inc., et al. submitted a Fourth Amended Joint Chapter 11 Plan. Superpriority Notes Guarantee Claims (Class 4) are impaired. The Superpriority Notes and all of the outstanding Claims arising thereunder shall be contributed by the Consenting Creditors to the Europe/ROW Purchaser in accordance with the Europe/ROW Purchase Agreement. Exchange Priority Notes Claims (Class 5) are impaired. Each holder thereof shall receive (i) at the Europe/ROW Closing, its Pro Rata share of the consideration contemplated by Section 5.1(a) of the Plan in exchange for an aggregate amount of $70,000,000 of Exchange Priority Notes Claims, and (ii) for all remaining Allowed Exchange Priority Notes Claims, Net Cash Proceeds after all Allowed ABL Claims are satisfied in full in Cash, until all Allowed Exchange Priority Notes Claims are satisfied in full in Cash or such Net Cash Proceeds are exhausted. First Lien Notes Claims (Class 6) are impaired. Each holder thereof shall receive its Pro Rata share of Net Cash Proceeds after all Allowed ABL Claims and Allowed Exchange Priority Notes Claims are satisfied in full in accordance with the Plan, until all Allowed First Lien Notes Claims are satisfied in full in Cash or such Net Cash Proceeds are exhausted. General Unsecured Claims (Class 7) are impaired. Each holder thereof shall receive its Pro Rata share of (A) the GUC Trust Beneficial A Interests, and (B) Net Cash Proceeds after the ABL Claims, Exchange Priority Notes Claims, and First Lien Notes Claims are satisfied in full in accordance with the Plan, which shall be shared on a Pro Rata basis with the holders of Allowed Environmental NPP Claims, until all Allowed General Unsecured Claims are satisfied in full in Cash or such Net Cash Proceeds are exhausted. Environmental NPP Claims (Class 8) are impaired. Each holder of an Allowed Environmental NPP Claim shall receive its Pro Rata share of GUC Trust Beneficial B Interests and Net Cash Proceeds after the ABL Claims, Exchange Priority Notes Claims, and First Lien Notes Claims are satisfied in full in accordance with the Plan, which shall be shared on a Pro Rata basis with holders of Allowed General Unsecured Claims, until all Allowed Environmental NPP Claim are satisfied in full in Cash or such Net Cash Proceeds are exhausted. Holdings Equity Interests (Class 11) are impaired. Each such holder thereof shall receive the following treatment: (i) on the Effective Date, all Holdings Equity Interests shall be cancelled and one share of Holdings common stock shall be issued to the Plan Administrator to hold in trust as custodian for the benefit of the former holders of Holdings Stock (ii) each former holder of a Holdings Stock (through their interest in the Single Share, as applicable) shall neither receive nor retain any property of the Estate or direct interest in property of the Estate on account of such Holdings Stock and (iii) the continuing rights of former holders of Holdings Stock (including through their interest in Single Share or otherwise) shall be nontransferable except (A) by operation of law or (B) for administrative transfers where the ultimate beneficiary has not changed, subject to the Plan Administrator's consent. The Debtors and the Plan Administrator, as applicable, shall fund Distributions under this Plan with the aggregate consideration comprised of (i) the Sale Transaction Proceeds, (ii) Cash on hand, and (iii) the Global Settlement Payments. A full-text copy of the Fourth Amended Joint Chapter 11 Plan dated October 14, 2020, is available at https://tinyurl.com/y6rkf3t4 from PacerMonitor.com at no charge. Attorneys for the Debtors: Ray C. Schrock, P.C. Sunny Singh WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 - and - Daniel J. DeFranceschi Zachary I. Shapiro RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 N. King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 About Exide Holdings Founded in 1888 and headquartered in Milton, Ga., Exide Holdings, Inc. -- https://www.exide.com/ -- is a stored electrical energy solutions company and a producer and recycler of lead-acid batteries. Across the globe, Exide batteries power cars, boats, heavy duty vehicles, golf carts, powersports, and lawn and garden applications. Its network power solutions deliver energy to vast telecommunication networks in need of uninterrupted power supply. Exide Technologies first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002, and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013 and emerged from bankruptcy in 2015. In the 2013 case, Exide tapped Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant. The official creditors committee retained Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co-counsel, and Zolfo Cooper, LLC served as its bankruptcy consultants and financial advisors. Exide Holdings and its affiliates, including Exide Technologies LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11157) on May 19, 2020. Exide Holdings was estimated to have $500 million to $1 billion in assets and $1 billion to $10 billion in liabilities. In the newest Chapter 11 case, Weil, Gotshal & Manges LLP is serving as legal counsel to Exide, Houlihan Lokey is serving as investment banker, and Ankura is serving as financial advisor. Richards, Layton & Finger, P.A., is the local counsel. Prime Clerk LLC is the claims agent, maintaining the page https://cases.primeclerk.com/Exide2020/ FLUSHING LANDMARK: Taps Macco Law as Legal Counsel -------------------------------------------------- Flushing Landmark Realty Mezz LLC received approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Macco Law Group, LLP as its legal counsel. The firm will provide the following legal services: (a) advise the Debtor with respect to its rights and duties; (b) negotiate with creditors to propose a Chapter 11 plan of reorganization; (c) prepare, file, and serve, all necessary court pleadings; (d) protect the interest of the Debtor before the court and the Office of the U.S. Trustee; and (e) perform legal services to the Debtor. The firm's current hourly rates are as follows: Partners $575 Senior associates $490 Junior associates $425 Paralegals $150 The firm will receive from the Debtor the sum of $7,500 as an initial retainer. Peter Corey Esq., an associate at Macco Law, disclosed in court filings that the firm, its partners and employees are "disinterested persons" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Peter Corey, Esq. Macco Law Group, LLP 2950 Express Drive South, Suite 109 Islandia, NY 11749 Telephone: (631) 549-7900 About Flushing Landmark Realty Mezz Flushing Landmark Realty Mezz LLC, a Flushing, New York-based company engaged in the business of constructing and managing real properties, filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-72404) on July 8, 2020. Myint Kyaw, Debtor's managing member, signed the petition. At the time of the filing, Debtor disclosed estimated assets of up to $50,000 and estimated liabilities of $10 million to $50 million. Judge Robert E. Grossman oversees the case. Weinberg, Gross & Pergament LLP is Debtor's legal counsel. FOREVER 21: Court Reverses Ruling, Gives Co. a Stay in Chapter 7 ---------------------------------------------------------------- Leslie A. Pappas of Bloomberg Law reports that the bankruptcy court ruled that Forever 21 Inc. should get to propose its reorganization plan before being forced to sell its remaining assets under a Chapter 7 liquidation, reversing its earlier order. The court erred Sept. 16, 2020 when it ordered Forever 21 to convert to a Chapter 7 bankruptcy on the grounds that the fashion retailer's bankruptcy estate was unlikely to get a Chapter 11 plan confirmed, Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware said at a hearing Wednesday, October 21, 2020. About Forever 21 Inc. Founded in 1984, and headquartered in Los Angeles, Calif., Forever 21, Inc. -- http://www.forever21.com/-- is a fast fashion retailer of women's, men's and kids clothing and accessories and is known for offering the hottest, most current fashion trends at a great value to consumers. Forever 21 delivers a curated assortment of new merchandise brought in daily. Forever 21, Inc., and seven of its U.S. subsidiaries each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-12122) on Sept. 29, 2019. According to the petition, Forever 21 has estimated liabilities on a consolidated basis of between $1 billion and $10 billion against assets of the same range. As of the bankruptcy filing, the Debtors operated 534 stores under the Forever 21 brand in the U.S. and 15 stores under beauty and wellness brand, Riley Rose. The Debtors tapped Kirkland & Ellis LLP as legal advisor; Alvarez & Marsal as restructuring advisor; and Lazard as investment banker; and Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel. Prime Clerk is the claims agent. Andrew Vara, acting U.S. trustee for Region 3, appointed a committee of unsecured creditors on Oct. 11, 2019. The committee is represented by Kramer Levin Naftalis & Frankel LLP and Saul Ewing Arnstein & Lehr LLP. Counsel to the administrative agent under the Debtors' prepetition revolving credit facility and the Debtors' DIP ABL financing facility are Morgan, Lewis & Bockius LLP and Richards, Layton & Finger, PA. Counsel to the administrative agent under the Debtors' DIP term loan facility is Schulte Roth & Zabel LLP. FOREVER 21: Creditors Can't Get Full $200M Payment -------------------------------------------------- Jeremy Hill and Eliza Ronalds-Hannon of Bloomberg reports that creditors of Forever 21 Inc. will less likely to get full payment for the debt the company owes to them. When Forever 21 Inc. sold itself out of bankruptcy this year 2020, it left behind hundreds of millions of dollars in debt owed to suppliers, shippers and landlords. Now, as they seek to get repaid by the fast-fashion chain's estate, it's becoming clear that they're in for some serious pain. The U.S. Department of Justice's bankruptcy watchdog is urging the judge overseeing the shell company's case to convert it to a Chapter 7 liquidation from a Chapter 11 reorganization, estimating that high-ranking creditors owed some $250 million will likely only get 17% of that money back, or less than $50 million, according to court papers. That puts Forever 21's case deep in the realm of so-called administrative insolvency, meaning the estate won't have enough money to fully pay bills it incurred in bankruptcy. The plight of Forever 21's creditors illustrates the risk of doing business with a bankrupt enterprise. Often painted as a controlled process, Chapter 11 bankruptcies can lead to significant losses if plans don't pan out. Other retailers have fallen into administrative insolvency in recent years. Fights erupted in the case of Toys 'R' Us in 2018 when advisers acknowledged the company couldn't pay the $450 million it owed to vendors and other creditors. In 2020 those creditors sued executives for continuing to purchase goods on credit during the bankruptcy while assuring suppliers it would emerge successfully from Chapter 11. Toys ‘R’ Us liquidated in 2018. Forever 21 filed for bankruptcy last year amid high rents, a lagging international unit and changing consumer tastes. It closed more than 100 stores, but struggled to right its performance and attract the financing needed to exit from bankruptcy. A joint venture between Authentic Brands Group and two of its biggest landlords bought the retailer’s assets earlier this year. The estate's lawyers concede that the bankrupt entity is deeply insolvent, but oppose the U.S. Trustee's attempt to convert the case to a Chapter 7, court papers show. The conversion would complicate its efforts to maximize the entity's remaining value, including efforts to sell a warehouse for $15.2 million and $24.3 million of tax refunds under the CARES Act, according to court papers. Bankruptcy attorneys for Forever 21's estate didn’t immediately respond to an email seeking comment. About Forever 21 Founded in 1984 by South Korean husband and wife team Do Won Chang and Jin Sook Chang and headquartered in Los Angeles, Calif., Forever 21, Inc. -- http://www.forever21.com/-- is a fast fashion retailer of women's, men's and kids clothing and accessories and is known for offering the hottest, most current fashion trends at a great value to consumers. Forever 21 delivers a curated assortment of new merchandise brought in daily. Forever 21, Inc. and seven of its U.S. subsidiaries each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-12122) on Sept. 29, 2019. According to the petition, Forever 21 has estimated liabilities on a consolidated basis of between $1 billion and $10 billion against assets of the same range. As of the bankruptcy filing, the Debtors operated 534 stores under the Forever 21 brand in the U.S. and 15 stores under beauty and wellness brand, Riley Rose. The Debtors tapped Kirkland & Ellis LLP as legal advisor; Alvarez & Marsal as restructuring advisor; and Lazard as investment banker; and Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel. Prime Clerk is the claims agent. Andrew Vara, acting U.S. trustee for Region 3, appointed a committee of unsecured creditors on Oct. 11, 2019. The committee is represented by Kramer Levin Naftalis & Frankel LLP and Saul Ewing Arnstein & Lehr LLP. Counsel to the administrative agent under the Debtors' prepetition revolving credit facility and the Debtors' DIP ABL financing facility are Morgan, Lewis & Bockius LLP and Richards, Layton & Finger, PA. Counsel to the administrative agent under the Debtors' DIP term loan facility is Schulte Roth & Zabel LLP. * * * In February 2020, the company was purchased by a consortium that includes Authentic Brands Group, Simon Property Group and Brookfield Property Partners for $81.1 million. As part of the deal, ABG and Simon will each own 37.5% of the fast-fashion retailer, while Brookfield controls the remaining 25% of Forever 21's operating and intellectual property businesses. FRONTIER COMMUNICATIONS: NY Public Service Approves Exit Plan ------------------------------------------------------------- Michelle Tuccitto Sullo of Hartford Business reports that the Norwalk-based Frontier Communications has secured another key approval for its Chapter 11 restructuring plan. Company leaders hope it will emerge from Chapter 11 in early 2021. The New York Public Service Commission is the latest agency to sign off. According to Frontier, it now has the required regulatory approvals related to its restructuring for 10 states: Arizona, Georgia, Illinois, Minnesota, Nebraska, Nevada, New York, South Carolina, Utah and Virginia. The company's bankruptcy plan would eliminate more than $10 billion in debt, and give senior creditors an ownership stake in the company. The U.S. Bankruptcy Court for the Southern District of New York granted approval in August. Regulators in multiple states, including Connecticut's Public Utilities Regulatory Authority (PURA), still need to review and approve the plans. Mark Nielsen, Frontier's executive vice president and chief legal officer, said Frontier is "building a stronger financial foundation to provide a better experience" for its customers through its restructuring. "I am pleased with our continued progress in receiving state approvals and appreciate the constructive engagement we have had with regulators across our service territories, including our most recent approval in New York," Nielsen said in an announcement. "We now await approval in just a few states, including our home state of Connecticut." In June 2020, PURA announced it had determined that Frontier's draft plan of reorganization was "preliminary in nature and subject to change," and therefore not ripe for its consideration. PURA has since indicated it expects to make a decision in early 2021. About Frontier Communications Frontier Communications Corporation (NASDAQ: FTR) offers a variety of services to residential and business customers over its fiber-optic and copper networks in 29 states, including video, high-speed internet, advanced voice, and Frontier Secure digital protection solutions. Frontier Communications Corporation and 103 related entities sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-22476) on April 14, 2020. Judge Robert D. Drain oversees the cases. The Debtors tapped Kirkland & Ellis LLP as legal counsel; Evercore as financial advisor; and FTI Consulting, Inc., as restructuring advisor. Prime Clerk is the claims agent, maintaining the page http://www.frontierrestructuring.com/and https://cases.primeclerk.com/ftr The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. FRONTIER COMMUNICATIONS: Up To $6.5-Bil. DIP-to-Exit Funding Okayed ------------------------------------------------------------------- Alan Zimmerman reported in S&P Global that the bankruptcy court overseeing the Chapter 11 proceedings of Frontier Communications Corp. on Sept. 17 authorized the company to obtain debtor-in-possession-to-exit financing for at least $2.275 billion, and potentially up to $6.525 billion, as it sets the stage to emerge from Chapter 11. The White Plains, N.Y., bankruptcy court confirmed the company's reorganization plan on Aug. 21, although Frontier will not emerge from Chapter 11 until it obtains all of its needed regulatory approvals. The company said on Sept. 1 that it was targeting early next year for emergence. No objections were filed to the proposed financing. The contemplated financing would consist of at least a $625 million revolver and $1.65 billion in some combination of a debtor-in-possession term loan and DIP notes issuance (consisting of first-lien or second-lien secured notes offered in a customary Rule 144A offering or private placement), the proceeds of which would repay the company's existing 8% first-lien notes due 2027. At the high end of the range, the DIP term loan and DIP notes issuance would reach $5.9 billion. The proceeds would be used to also repay the company's outstanding $1.695 billion B term loan maturing in 2024, $1.6 billion of 8.5% second-lien notes due 2026, and about $100 million of secured debt and $750 million of unsecured debt at the company's subsidiary level. While terms are yet to be determined, the term debt and new notes would be issued at an interest rate "expected to result in a total effective interest rate lower than that of the debt being refinanced," the company said. The company said it was seeking approval of the DIP financing now in order to "take advantage of both favorable market conditions and the provisions of the debtors' confirmed plan to create go-forward value for the debtors' estates." Based on proposals it has received from prospective lenders, the company said, repaying its first-lien notes with the proceeds of DIP term/notes financing raised under current market conditions would save it $20 million in interest during the remainder of the Chapter 11 case and more than $35 million per year post-emergence, assuming the company exits Chapter 11 by March 2021. Lead arrangers and bookrunners for the term loan are JPMorgan Chase, Goldman Sachs, Deutsche Bank Securities, Barclays, Morgan Stanley Senior Funding and Credit Suisse, with JPMorgan Chase acting as the sole administrative agent, filings show. For the notes issuance, Goldman Sachs is the lead placement agent and underwriter, with Goldman Sachs, J.P. Morgan Securities, Barclays Capital, Morgan Stanley and Credit Suisse Securities acting as joint bookrunning managers and left leads. The revolver, meanwhile, represents an increased amount from the $460 million DIP revolver contemplated by the company at the time it filed for Chapter 11. The company said it has not yet pursued approval of that DIP due to the expected opposition of its secured lenders, with which it has since resolved its differences, and its expectation that, given the pandemic-related uncertainty at the time it filed for Chapter 11, more funding on better terms would become available to the company later in the process. Lenders under the revolver are Goldman Sachs, JPMorgan Chase, Deutsche Bank AG New York Branch, Barclays, Morgan Stanley Senior Funding, and others. Interest is L+325. The company said it has no plans to draw on the revolver while in Chapter 11. Both the revolver and the DIP term loan/notes are slated to convert to exit financing upon the company's emergence from Chapter 11. The company's reorganization plan provides for repaying or reinstating senior secured claims and subsidiary claims, including certain payments to first-lien lenders under a settlement reached in the case. Holders of the company's senior notes would receive the following: 100% of the equity in the reorganized company, subject to dilution from a management incentive plan that would be granted 6% of the equity; $750 million of takeback debt, subject to a downward adjustment by a two-thirds vote of the consenting noteholders, on either a third-lien basis, if second-lien debt is reinstated under the plan, or a to-be-agreed-upon basis, either secured or unsecured, if second-lien notes are repaid in full under the plan; and unrestricted cash of the reorganized company in excess of $150 million as of the effective date. About Frontier Communications Frontier Communications Corporation (NASDAQ: FTR) offers a variety of services to residential and business customers over its fiber-optic and copper networks in 29 states, including video, high-speed internet, advanced voice, and Frontier Secure digital protection solutions. Frontier Communications Corporation and 103 related entities sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-22476) on April 14, 2020. Judge Robert D. Drain oversees the cases. Debtors tapped Kirkland & Ellis LLP as legal counsel; Evercore as financial advisor; and FTI Consulting, Inc., as restructuring advisor. Prime Clerk is the claims agent, maintaining the page http://www.frontierrestructuring.com/and https://cases.primeclerk.com/ftr The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. The committee tapped Kramer Levin Naftalis & Frankel LLP as its counsel; Alvarez & Marsal North America, LLC as financial advisor; and UBS Securities LLC as investment banker. GABBIDON BUILDERS: Seeks to Hire Lewis Law as Legal Counsel ----------------------------------------------------------- Gabbidon Builders, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to hire The Lewis Law Firm, P.A. as its legal counsel. The firm will represent and assist the Debtor in carrying out its duties under the provisions of Chapter 11 of the Bankruptcy Code. The firm neither holds nor represents an interest adverse to the Debtor or its estate and is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert Lewis, Jr., Esq. The Lewis Law Firm, P.A. PO Box 1446 Raleigh, NC 27602 Telephone: (919) 987-2240 Facsimile: (919) 573-9121 Email: rlewis@thelewislawfirm.com About Gabbidon Builders, LLC Gabbidon Builders, LLC, a Charlotte, N.C.-based construction company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 20-30845) on September 19, 2020. The petition was signed by Leonard Gabbidon, the company's owner. At the time of the filing, Debtor had estimated assets of between $100,001 and $500,000 and liabilities of the same range. The Lewis Law Firm, P.A. is Debtor's legal counsel. GABRIEL INVESTMENT: Focus Helped in Successful Bankruptcy --------------------------------------------------------- Focus Management Group said it helped Gabriel's Liquor through a successful Chapter 11 bankruptcy. On October 5, 2020, the sale of the business was successfully completed to Omega Capital Group. The sale closed through the Chapter 11 Plan of Reorganization process in the U.S. Bankruptcy Court for the Western District of Texas, San Antonio division. Focus Management Group served as financial advisor to the debtor. The Focus Management Group professionals that were involved on the engagement included: Sr Managing Director Juanita Schwartzkopf who oversaw the process, and Managing Directors Vlad Altmark and Stan Grabish. About Gabriel Investment Group Gabriel Investment Group, Inc., founded in 1948, operates a chain of package stores that sell wines, liquors, and beers. As of the Petition Date, Gabriel operates 15 package store locations as Gabriel's Liquor and 30 package store locations as Don's & Ben's Liquor. Gabriel Investment Group sought relief under Chapter 11 of the Bankruptcy Code (Bank. W.D. Tex. Lead Case No. 19-52298) on Sept. 27, 2019 in San Antonio Texas. The other debtor affiliates are Don's & Ben's Inc. (Bankr. W.D. Tex. 19-52299); Gabriel Holdings, LLC (Bankr. W.D. Tex. 19-52300); SA Discount Liquors, Inc. (Bankr. W.D. Tex. 19-52301); and Gabriel GP, Inc. (Bankr. W.D. Tex. 19-52302). In the petitions signed by Inez Cindy Gabriel, president, the Debtors were estimated to have assets at $1 million to $10 million and liabilities within the same range. Judge Ronald B. King oversees the cases. The Debtors tapped Pulman Cappuccio & Pullen, LLP, as legal counsel. The Office of the U.S. Trustee appointed creditors to serve on the official committee of unsecured creditors on Nov. 21, 2019. The committee is represented by Muller Smeberg, PLLC. GARRETT MOTION: KPS Beefs Up Stalking Horse Bid by $500M -------------------------------------------------------- Garrett Motion Inc. announced Oct. 19, 2020, it has received an improved stalking horse bid from KPS Capital Partners, LP, with respect to a potential purchase of its business. The Company is continuing with its competitive bidding process, and seeking approval of bidding procedures and stalking horse bid protections from the bankruptcy court. Garrett also responded today to an October 16, 2020, non-binding proposal from a group of institutional investors and Honeywell International Inc. that the Company sell control to the institutional investors without a further marketing process. Improved Stalking Horse Bid From KPS On Sept. 20, 2020, Garrett and certain affiliates of KPS entered into a share and asset purchase agreement (the "Purchase Agreement") in connection with the proposed purchase of Garrett's business. The purchase would be implemented through voluntary Chapter 11 cases with the United States Bankruptcy Court for the Southern District of New York also commenced by Garrett and certain of its subsidiaries on September 20, 2020 (In re: Garrett Motion, Inc., et al., No. 20-12212 (MEW) (Bankr. S.D.N.Y.). Under the terms and conditions of the revised stalking horse bid received from KPS: * KPS would increase the base purchase price for the Garrett business by $500 million, from $2.1 billion to $2.6 billion (in each case subject to adjustment as provided in the Purchase Agreement). KPS would also purchase an entity that directly holds (and after the closing will retain) the claims of Garrett and its affiliates against Honeywell International Inc. in connection with the disputed subordinated asbestos indemnity agreement and tax matters agreement. * Upon completion of the sale, KPS would list the new parent company on a recognized U.S. stock exchange. * KPS would make available to existing Garrett stockholders an equity co-investment opportunity on the same economic terms as KPS, allowing Garrett stockholders to continue to hold shares in the publicly-listed reorganized business. KPS would offer co-investment in an aggregate amount of up to $350 million, $100 million of which would be available to all shareholders on a pro rata basis. KPS has indicated that it expects existing shareholders would own approximately 24% of outstanding common equity assuming maximum co-investment (subject to adjustment). * The anticipated dates for Garrett's competitive process would be extended to provide Garrett with additional time to assess higher or better offers. The anticipated auction date would be Dec. 18, 2020 rather than Nov. 24, 2020, with other dates adjusted accordingly. The revised bid from KPS is conditioned on court approval of Garrett's proposed bidding procedures. The Purchase Agreement would remain subject to higher or better offers in the bankruptcy case. Closing of the transaction is subject to customary regulatory approvals, as well as court approval and other customary conditions. Following court approval of Garrett's proposed bid procedures, Garrett would work with KPS to amend the Purchase Agreement and other transaction documentation to reflect the terms of the revised bid. Alternative Proposal Would Discontinue Auction and Sell Control to Certain Institutional Investors On Oct. 16, 2020, Honeywell International Inc., Centerbridge Partners, L.P. and Oaktree Management L.P. (collectively, the "Bidding Group") publicly announced that they had entered into a coordination agreement in anticipation of submitting to Garrett an alternative proposal for a plan of reorganization (the "Alternative Proposal"). Garrett received a letter on behalf of the Bidding Group regarding the Alternative Proposal after the public announcement. The Alternative Proposal was prepared with public information only and had not been negotiated with Garrett. It followed invitations from Garrett to the members of the Bidding Group to join the competitive process alongside other bidders. Garrett understands that the terms of the Alternative Proposal prohibit any participating parties from discussing alternative transactions with Garrett or other third parties during the bankruptcy case. The Alternative Proposal also requests that Garrett agree to stop the competitive process altogether and not seek, solicit or support any alternative to the Alternative Proposal. The substantive terms of the Alternative Proposal also include a settlement with Honeywell, the cash sale of virtually all equity value of Garrett to the institutional investors party to the Alternative Proposal and special participation rights offered to select institutional investors in return for their support of the Alternative Proposal. Garrett responded to the Bidding Group today by raising initial questions about the content of the Alternative Proposal, including its impact on the competitive process, the availability and terms of financing and its treatment of remaining Garrett stockholders. Garrett again invited the members of the Bidding Group to participate in what is intended to be an ongoing competitive process, and Garrett intends to continue discussions with the Bidding Group regarding the Alternative Proposal as well. 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. GARRETT MOTION: Sent Into Talks With Honeywell on Chapter 11 Plans ------------------------------------------------------------------ Law360 reports that a New York bankruptcy judge on Wednesday, October 21, 2020, sent auto parts maker Garrett Motion, former parent Honeywell International and a pair of investment funds into talks over an alternative Chapter 11 plan after a contentious hearing on Garrett's proposed auction procedures. U.S. Bankruptcy Judge Michael Wiles said that much of the more than five hours of virtual argument he heard Wednesday seemed aimed at getting him to make a premature pick between the $2.6 billion stalking horse bid put forward for Garrett and a restructuring plan championed by Honeywell and creditor and shareholder groups. About Garrett Motion Inc. Based in Switzerland, Garrett Motion Inc. (NYSE: GTX) designs, manufactures and sells highly engineered turbocharger and electric-boosting technologies for light and commercial vehicle original equipment manufacturers ("OEMs") and the global vehicle and independent aftermarket. Garrett Motion and its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-12212) on Sept. 20, 2020. Garrett disclosed $2,066,000,000 in assets and $4,169,000,000 in liabilities as of June 30, 2020. The Debtors tapped SULLIVAN & CROMWELL LLP as counsel; QUINN EMANUEL URQUHART & SULLIVAN LLP as co-counsel; PERELLA WEINBERG PARTNERS as investment banker; MORGAN STANLEY & CO. LLC as investment banker; and ALIXPARTNERS LLP as restructuring advisor. KURTZMAN CARSON CONSULTANTS LLC is the claims agent. GDS TRANSPORT: Taps Cowles & Thomson as Special Counsel ------------------------------------------------------- GDS Transport, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Cowles & Thomson PC as its special counsel. The Debtor needs the firm's legal assistance to represent it in a state court lawsuit against MV Transportation, Inc. and MV Contract Transportation, Inc. Julia Pendry, Esq., a member of Cowles & Thompson, will be the attorney principally handling the matter. She will be paid at the rate of $425 per hour. Ms. Pendry disclosed in court filings that Cowles & Thompson is disinterested as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Julia F. Pendry, Esq. Cowles & Thomson 901 Main St. Dallas, TX 75202 Phone: +1 214-672-2000 Fax: 214-672-2343 Email: jpendry@Cowlesthomson.com About GDS Transport GDS Transport is part of Logisticorp Group -- a full-service logistics, transportation, supply chain and fleet services company servicing customers globally. It serves as an end-to-end deployment partner delivering core supply chain services and warehouse management services. Visit https://logisticorpgroup.com for more information. GDS Transport filed its voluntary petition under Chapter 11 of the Bankruptcy Court (Bankr. N.D. Tex. Case No. 20-41765) on May 15, 2020. GDS Transport President Thomas Thacker signed the petition. At the time of the filing, Debtor disclosed $4,685,801 in assets and $3,837,395 in liabilities. Judge Mark X. Mullin oversees the case. Debtor has tapped James & Haughland P.C. as its bankruptcy counsel and Fishman, Jackson Ronquillo, PLLC as its special counsel. GENESIS VENTURE: Seeks to Hire Clayton Law as Special Counsel ------------------------------------------------------------- Genesis Venture Logistics, LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of Louisiana to hire Clayton Law Firm, LLC as its special counsel. The Debtor needs the firm's legal assistance to resolve disputes with American Commercial Barge Line LLC and eight other companies over contract terms and to address other legal issues during its Chapter 11 case. Clayton Law will be paid at hourly rates as follows: Partner $250 Associate $250 Ben Clayton, Esq., a partner at Clayton Law, 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: Ben E. Clayton, Esq. Joshua P. Clayton, Esq. Clayton Law Firm, LLC 202 Village Circle, Suite 2 Slidell, LA 70458 Phone: (985) 863-3065 About Genesis Venture Logistics Genesis Venture Logistics, LLC provides customized 3PL/4PL multi-modal transportation management solutions to domestic and international customers in the aggregates, government, industrial construction, oil and gas, ores and minerals, and petrochemical sectors. Visit https://genesisventurelogistics.com for more information. Genesis Venture Logistics filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 20-11419) on Aug. 7, 2020. Lorraine Hyde, manager and member, signed the petition. At the time of the filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Meredith S. Grabill oversees the case. Heller, Draper, Patrick, Horn & Manthey LLC and Clayton Law Firm, LLC serve as Debtor's bankruptcy counsel and special counsel, respectively. GLOBAL EAGLE: Expects Chapter 11 Exit Within Months --------------------------------------------------- Runaway Girl Network reports that inflight entertainment and connectivity firm Global Eagle Entertainment expects to exit Chapter 11 within months, after receiving bankruptcy court approval for its sale to an investor group that owns 90% of its senior secured first-lien term loans. In July 2020, Global Eagle announced a "stalking horse" asset purchase agreement whereby substantially all of its assets will be acquired for $675 million by the investor group led by Apollo Global Management, Inc., Eaton Vance, Arbour Lane, Sound Point, Mudrick Capital and others. To facilitate the sales process, the company and certain of its US subsidiaries filed for Chapter 11 in the US Bankruptcy Court for the District of Delaware. Given that no other bids emerged, and remaining objections to the sale were addressed prior to the final hearing, the Delaware court approved the sale on 15 October. The sale is subject to certain customary closing conditions and regulatory approval. "The closure of the transaction will occur prior to the exit from Chapter 11," says company president Per Norén. "The transaction with our investor group is formally binding now. However, we expect the transaction with our investor group to close upon regulatory approval. Regulatory approval is expected to occur late this year or early in the first quarter of next year. There is a final step before exiting our restructuring. We are required to wind down the estate which we expect to occur in the first quarter of next year." Global Eagle will reduce its total debt by roughly $475 million and obtain significant additional liquidity as a result of the sale. With a much stronger balance sheet and "blue chip investors backing us," Global Eagle is bullish about its prospects. "There is a lot of opportunity in IFEC, and more generally, across the mobility sector," Norén tells Runway Girl Network. Global Eagle counts Air France, Norwegian, and Southwest among its airline customers. It also serves cruise lines with entertainment and connectivity services. The company saw "no disruption to the business and we're servicing our current customers" during the reorganization process, says Norén. In a published statement, Global Eagle CEO Josh Marks says, "We are confident this is the best path forward for our company and our stakeholders as we continue providing our airline, cruise line and other customers with high-speed Wi-Fi and engaging content, enabling them to connect millions of people anywhere, anytime." "I would also like to thank our employees for their continued dedication to supporting our customers as they plan for the COVID-19 recovery and beyond." About Global Eagle Entertainment Headquartered in Los Angeles, Global Eagle Entertainment Inc. is a provider of media, content, connectivity and data analytics to markets across air, sea and land. It 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. Visit http://www.GlobalEagle.comfor more information. Global Eagle Entertainment and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11835) on July 22, 2020. In the petition signed by CFO Christian M. Mezger, Global Eagle disclosed $630.5 million in assets and $1.086 billion in liabilities. Judge John T. Dorsey oversees the cases. Debtors have tapped Latham & Watkins LLP (CA) and Young Conaway Stargatt & Taylor, LLP as legal counsel; Greenhill & Co., LLC as investment banker; Alvarez & Marsal North America, LLC as financial advisor; and PricewaterhouseCoopers LLP as tax advisor. Prime Clerk, LLC is the claims and noticing agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Aug. 5, 2020. The committee has tapped Akin Gump Strauss Hauer & Feld LLP and Ashby & Geddes, P.A. as its legal counsel, and Perella Weinberg Partners LP as its investment banker. GLOSTATION USA: Committee Taps Brinkman Law as Legal Counsel ------------------------------------------------------------ The official committee of unsecured creditors, appointed in the Chapter 11 bankruptcy case of Glostation USA, Inc. and its affiliates, seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Brinkman Law Group, PC as its legal counsel. The firm will render the following professional services: (a) provide legal advice as necessary with respect to the committee's powers and duties; (b) assist the committee in investigating the acts, conduct, assets, liabilities, and financial condition of the Debtor; (c) participate in the formulation of a plan of reorganization; (d) provide legal advice as necessary with respect to any disclosure statement and reorganization plan filed in the case; (e) prepare legal papers; (f) appear before the court; (g) assist the committee in requesting the appointment of a trustee or examiner; and (h) perform such other legal services for the committee. The firm's attorneys expected to be most responsible for work on the case are Daren Brinkman, who will be paid with an hourly rate of $695, and Kelsi Hunt, with an hourly rate of $475. The firm also anticipates using paralegals to perform certain tasks as appropriate with hourly rate ranges from $225-250 per hour. Daren R. Brinkman, Esq. 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: Daren R. Brinkman, Esq. BRINKMAN LAW GROUP, PC 543 Country Club Drive Suite B Wood Ranch, CA 93065 Telephone: (818) 597-2992 Facsimile: (818) 597-2998 E-mail: firm@brinkmanlaw.com About Glostation USA, Inc. Glostation USA Inc. is a virtual reality start-up doing business as Sandbox VR. Sandbox is a futuristic VR experience for groups of up to six where they can see and physically interact with everyone inside, just like the real world. Inspired by Star Trek's Holodeck, Sandbox's exclusive worlds let people feel like they're living inside a game or movie, and are built by EA, Sony, and Ubisoft veterans. Visit http://sandboxvr.comfor more information. Glostation USA, Inc., a company based in Woodland Hills, Calif., and its debtor-affiliates sought Chapter 11 protection (Bankr. C.D. Cal. Lead Case No. 20-11435) on Aug. 13, 2020. In its petition, Glostation USA was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The petition was signed by Steven Zhao, manager, president and chief executive officer. Sulmeyerkupetz, APC serves as Debtors' bankruptcy counsel. On September 17, 2020, the Office of the United States Trustee appointed the official committee of unsecured creditors. Brinkman Law Group, PC serves as committee's counsel. GRIMMETT BROTHERS: Gets OK to Hire Tarbox Law as Legal Counsel -------------------------------------------------------------- Grimmett Brothers, Inc. received approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Tarbox Law, P.C. as its bankruptcy counsel. The services that Tarbox Law will provide are as follows: (a) prepare legal papers; (b) advise the Debtor regarding the preparation of operating reports, motions for use of cash collateral, and development of a Chapter 11 plan of reorganization; (c) advise the Debtor concerning questions arising in the administration of its estate; and (d) assist the Debtor with the sales of its assets, closing of such sales and distributions to creditors. Tarbox Law will be reimbursed for out-of-pocket expenses incurred. Max Tarbox of Tarbox Law assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Tarbox Law can be reached at: Max R. Tarbox, Esq. Tarbox Law, P.C. 2301 Broadway Lubbock, TX 79401 Tel: (806) 686-4448 Fax: (806) 368-9785 About Grimmett Brothers Grimmett Brothers, Inc. is a family owned Texas corporation that operates as a service company to the oilfield, providing dirt, mud, gravel and caliche to oil drilling sites. It builds oilfield location sites, roads and pits in preparation for the drilling. Grimmett Brothers filed a Chapter 11 petition (Bankr. N.D. Texas Case No. 20-50184) on Sept. 25, 2020. Grimmett Brothers President Billy Grimmett signed the petition. In the petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. Max Ralph Tarbox, Esq., at Tarbox Law, P.C., serves as Debtor's bankruptcy counsel. GULFPORT ENERGY: Expected to File for Chapter 11 Bankruptcy ----------------------------------------------------------- Kallanish Energy Daily News & Analysis reports that Gulfport Energy, a major player in Ohio's Utica Shale, is expected to file for a Chapter 11 reorganization in the coming days. The company, its revolver lenders and unsecured bondholders are expected to seek approval for a restructuring support agreement that includes debtor-in-possession financing. The Oklahoma-based company is dealing with about $2 billion in debt. The filing is expected in U.S. Bankruptcy Court in Houston, Texas. The company said it is continuing "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." That statement was part of a Gulfport filing on Friday with the U.S. Securities and Exchange Commission. On the previous day, the company elected to go into a 30-day grace period and to defer making the interest payment due on Oct. 15 with respect to its 6.0% senior unsecured notes due 2024. Gulfport said it has 30 days to make the interest payment before going into default. Last August, Gulfport had indicated that it may not been able to survive as a going concern without a financial restructuring, said CEO David Wood. In a related development, the company reported that it was notified on Oct. 8 that its borrowing base under the existing credit agreement had been reduced from $700 million to $580 million. Last March, Gulfport hired investment bank Perella Weinberg Partners LP and its energy advisory arm Tudor, Pickering, Hilt & Co. to help study its options. Gulfport has been dealing with the coronavirus pandemic, low demand and low commodity prices. The company also has operations in the SCOOP play in Oklahoma. About Gulfport Energy Corp. Gulfport Energy Corp. is an independent oil natural gas exploration and production company. The company focuses on the exploration, exploitation, acquisition and production of natural gas, natural gas liquids, and crude oil in the United States. * * * In October 2020, S&P Global Ratings lowered its issuer credit rating on U.S.-based exploration and production company Gulfport Energy Corp. to 'D' from 'CCC-'. S&P also lowered its issue-level ratings on the company's unsecured notes to 'D' from 'CCC-'. The downgrade reflects Gulfport's decision to not make the Oct. 15, 2020, interest payment on its 6% senior unsecured notes due Oct. 15, 2024. H&S EXPRESS: Seeks to Hire Bononi & Company as Bankruptcy Counsel ----------------------------------------------------------------- H&S Express, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Bononi & Company, P.C. as its bankruptcy counsel. The firm will provide the following services in connection with the Debtor's Chapter 11 case: a. prepare the bankruptcy petition and its amendments and attendance at the first meeting of creditors; b. represent the Debtor in relation to acceptance or rejection of executive contracts; c. advise the Debtor with regard to its rights and obligations during the Chapter 11 reorganization; d. advise the Debtor regarding possible preference actions; e. represent the Debtor in relation to any motions to convert or dismiss the Chapter 11; f. represent the Debtor in relation any motions for relief from stay filed by creditors; g. prepare the plan of reorganization and disclosure statement; h. prepare any objections to claims in the Chapter 11; and i. represent the Debtor in general. Bononi & Company will be paid for its services at a rate of $300 per hour. The firm has agreed to a retainer of $5,000 and the parties acknowledge that the firm may petition the court for additional interim distribution. The firm does not hold or represent an interest adverse to the Debtor or its estate. Bononi & Company can be reached through: Corey J. Sacca, Esq. BONONI & COMPANY, P.C. 20 N. Pennsylvania Ave, Ste. 201 Greensburg, PA 15601 Telephone: (724) 832-2499 Facsimile: (724) 836-0370 E-mail: csacca@bononilaw.com About H&S Express, Inc. H&S Express, Inc., a Fairbank, Pa.-based freight shipping trucking company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 20-22811) on September 29, 2020. The petition was signed by Kevin L. Hlatky, the company's president. At the time of the filing, Debtor had estimated assets of between $500,001 and $1 million and liabilities of the same range. Bononi & Company, P.C. is Debtor's legal counsel. HERITAGE RAIL: U.S. Trustee Appoints Creditors' Committee --------------------------------------------------------- The Office of the U.S. Trustee on Oct. 19, 2020, appointed a committee to represent unsecured creditors in the Chapter 11 case of Heritage Rail Leasing, LLC. The committee members are: 1. Portland Vancouver Junction Railroad c/o Eric Temple 2265 116th Ave. NE Bellevue, WA 98004 Tel: (206) 660-4731 Email: etemple@pvjr.com 2. Kenneth Bitten dba Mid Atlantic Rail Car 3. Mid America Railcar Leasing, LLC c/o Benjamin Butterworth PO Box 218 Greenwood, IN 46142 Tel: (314) 374-3801 Email: midamrail@gmail.com 4. Star Trak Inc. c/o Raymond Clauss 302 Morris Ave. Boonton, NJ 07005 Tel: (732) 236-4507 Email: rclauss@startrakinc.com 5. Vizion Marketing, Inc. c/o Kenneth Leeds 906 Olive St., Penthouse St. Louis, MO 63101 Tel: (314) 726-5555 Email: kennethaleedspc@leedspc.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. 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 the Debtor's legal counsel. HERTZ GLOBAL: Court OKs $8.2M Bonuses for Managers -------------------------------------------------- Steven Church of Bloomberg News reports that Hertz Global Holdings Inc. can pay nearly 300 managers as much as $8.2 million should they hit certain business and financial goals, the judge overseeing the company's bankruptcy case ruled Tuesday, Oct. 20, 2020. U.S. Bankruptcy Judge Mary Walrath approved the incentive program, which had been revised after the judge rejected the original version. To win approval, the company removed 11 top executives from the program, including Chief Executive Officer Paul Stone, and reduced payouts to senior vice presidents. Judge Walrath said the original program was "offensive" because it came after Hertz agreed to pay $16.2 million in retention money. 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 INTERPACE BIOSCIENCES: Reports Q2 2020 Financial & Business Results ------------------------------------------------------------------- Interpace Biosciences, Inc., announced financial results for the fiscal quarter ended June 30, 2020 and provided a business and financial update. Year to date Net Revenue was $14.6 million, a 19% increase as compared to the same period of 2019. Second quarter Net Revenue was $5.4 million, a decrease of 13% from the prior year second quarter as the second quarter 2020 was the hardest hit by the impact of COVID-19. The Company's 2020 results include the results of its pharma services acquired in the third quarter of 2019 which are not included in 2019 results. The Company believes its Net Revenue growth year to date as compared to 2019 further demonstrates the value of that acquisition and the benefit to improving its overall risk profile by diversifying customers and operations. In July 2020, the Company announced that its peer reviewed manuscript, describing results from a seminal clinical validation study of the combination of ThyGeNEXTa and ThyraMIRa, was accepted for publication in the highly respected journal Diagnostic Cytopathology and also accepted as a podium presentation for the American Society of Cytopathology (ASC) Annual Meeting. Recently, this publication was published on line and available to customers, clients and insurance companies. The Company's progress through July 2020 in executing agreements or contracts with over a half dozen Blue Cross Blue Shield plans focused on ThyGeNEXTO and ThyraMIRÒ is expected to be beneficial to the Company as it is continuously seeking to improve reimbursement. Q2-2020 pharma services entered into approximately $9 million of new agreements, the Company's greatest bookings quarter so far and established the opportunity for future revenues. Due to a violation of a financial covenant and failure to file the Company's form 10-Q on a timely basis it currently does not have availability to borrow funds under the SVB Loan Agreement (the Agreement) and the Company repaid $3.4 million of borrowings previously outstanding in September 2020. While the Company has received a waiver of default from SVB and is in compliance with the terms of the SVB Loan Agreement as of the date of this Report, the Company currently does not have the ability to draw down on the Revolving Line of Credit at this time. The Company is exploring options to reinstate availability in the near term. "We are pleased with our results year to date and for the quarter and our overall performance and progress toward our goals in spite of the challenges of the COVID-19 pandemic," said Jack Stover, Interpace's president & CEO. "I am proud during this time that that we managed our costs effectively, continued to service customers and physicians, improved reimbursement, produced solid clinical results and grew our pharma services backlog while protecting our employees and seeking to operate as effectively and efficiently as possible. I am also pleased to report that the findings of the Audit Committee investigation, originally announced in August and which delayed filing of our second quarter 10-Q, found all claims to be unsubstantiated." Year to Date and Second Quarter 2020 Financial Performance For the Six Months Ended June 30, 2020 as Compared to the Six Months Ended June 30, 2019 * Net Revenue was $14.6 million, an increase of 19% from the prior year to date period, which did not include pharma services revenues. * Gross Profit was 32% as compared to 54% for the first six months of 2019; this decrease was due principally to lower margins associated with pharma services in 2020 prior to consolidation of facilities, as well as the coronavirus pandemic. * General & Administrative costs were up primarily attributable to costs associated with the acquired pharma services business. * Loss from Continuing Operations was approximately $(11.6) million in the current year period as compared to $(8.6) million in the prior year to date period. * Adjusted EBITDA was $(8.3) million as compared to $(5.2) million for the prior year to date period. For the Second Quarter of 2020 as Compared to the Second Quarter of 2019 * Net Revenue was $5.4 million, a decrease of 13% from the prior year second quarter principally due to the impact of the pandemic. It should be noted that the second quarter of 2019 did not include pharma services revenues. * Gross Profit was 29% as compared to 52% in the second quarter of 2019; this decrease was due principally to lower margins associated with pharma services in 2020, the impact of the coronavirus pandemic which caused reduced demand for its clinical services, and additional integration costs to support its lab move. * Loss from Continuing Operations was $(5.4) million as compared to $(5.3) million for the prior year second quarter. * Adjusted EBITDA was $(4.2) million as compared to $(3.4) million for the prior year second quarter. * June 30, 2020 cash balance was $15.1 million. Recent Clinical and Reimbursement Highlights The Company continues to generate and publish clinical evidence related to its key products, including ThyGeNEXT and ThyraMIR and PancraGEN as well as its pipeline product, BarreGEN. Reimbursement expansion for the Company's clinical services through July 2020 is as follows: * In April 2020, the Company executed an agreement with Avalon Healthcare Solutions (Avalon), a laboratory benefit manager representing numerous health plans. The Company's agreement with Avalon offers it in-network status to approximately 5.8 million lives covered by the following health plans: Blue Cross Blue Shield North Carolina, South Carolina, Kansas City and Vermont, and Capital Blue Cross of Central Pennsylvania. * In April 2020, the Company executed a contract with Blue Cross of Idaho making ThyGeNEXT and ThyraMIR tests covered in-network services for their more than 576,000 members. * In April 2020, the Company executed a contract with Blue Cross Blue Shield of Kansas. * In May 2020, the Company executed a contract with Blue Cross Blue Shield of Wyoming. Nasdaq Update The Company is working on a remediation plan to submit to Nasdaq as a result of its failure to meet the Nasdaq minimum stockholder's equity requirement of $2.5 million as of June 30, 2020. About Interpace Biosciences Headquartered in Parsippany, NJ, Interpace Biosciences f/k/a Interpace Diagnostics Group, Inc. -- http://www.interpace.com/-- offers specialized services along the therapeutic value chain from early diagnosis and prognostic planning to targeted therapeutic applications. Clinical services, through Interpace Diagnostics, provides clinically useful molecular diagnostic tests, bioinformatics and pathology services for evaluating risk of cancer by leveraging the latest technology in personalized medicine for improved patient diagnosis and management. Pharma services, through Interpace Pharma Solutions, provides pharmacogenomics testing, genotyping, biorepository and other customized services to the pharmaceutical and biotech industries. Interpace reported a net loss attributable to common stockholders of $27.16 million for the year ended Dec. 31, 2019, compared to a net loss attributable to common stockholders of $12.19 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $78.43 million in total assets, $30.20 million in total liabilities, and $46.54 million in preferred stock, and $1.69 million in total stockholders equity. IQOR HOLDINGS: Seeks to Hire FTI Consulting as Financial Advisor ---------------------------------------------------------------- iQor Holdings Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire FTI Consulting, Inc. as their financial advisor. FTI will provide the following consulting and advisory services: a. develop and implement an interactive 13-week cash forecasting process separating domestic and foreign operations; b. assist with identifying, assessing and potentially implementing procedures to control and conserve working capital; c. prepare the necessary financial and operating information for the compilation and analysis of the information necessary for the "Second Day" motions and orders; d. establish the necessary procedures and processes to allow for the timely satisfaction of court mandated reporting requirements; e. coordinate with the party(ies) responsible for developing the comprehensive strategic communications plans for all key stakeholders; f. attend meetings and assist in discussions with potential lenders, investors, creditors, committee(s), other parties in interest; g. assist in negotiations with creditors, suppliers, lessors and other interested parties as appropriate; h. assist with the preparation and confirmation of a value optimizing Chapter 11 plan, and/or a sale of certain or substantially all the Debtors' assets pursuant to section 363 of the Bankruptcy Code; and i. assist the Debtors, as appropriate, to prepare for the implementation of fresh start accounting. The current hourly rates for the FTI personnel are within the following ranges: Senior Managing Directors $920 to $1,265 Directors/Senior Directors /Managing Directors $605 to $905 Consultants/Senior Consultants $370 to $660 Administrative/Paraprofessionals $150 to $280 FTI received an initial retainer payment in the amount of $250,000. Joseph Concannon, senior managing director at FTI Consulting, disclosed in court filings that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code and does not hold or represent an interest materially adverse to the Debtors or their estate. The firm can be reached through: Joseph Concannon FTI Consulting, Inc. Foster Plaza 9 750 Holiday Drive, Suite 630 Pittsburgh, PA, 15220 Telephone: (412) 808-1145 Facsimile: (412) 808-1188 E-mail: joseph.concannon@fticonsulting.com About iQor Holdings Inc. iQor Holdings Inc. -- http://www.iqor.com/-- is a managed services provider of customer engagement and technology-enabled BPO solutions. iQor and each of its U.S. subsidiaries have filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 20-34500) on Sept. 10, 2020, to implement an agreement between a majority of its secured lenders to recapitalize its funded debt. The petitions were signed by David A. Kaminsky, chief financial officer. At the time of the filing, iQor was estimated to have assets and liabilities of $1 billion to $10 billion. The Hon. David R. Jones is the case judge. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their legal counsel, Jackson Walker L.L.P. as local counsel, FTI Consulting Inc. as financial advisor, Evercore Group L.L.C. as investment banking advisor, and Omni Agent Solutions as notice and claims agent. J.C. PENNEY: CEO Sees Chapter 11 Exit Prior to Holiday Season ------------------------------------------------------------- J.C. Penney Company, Inc. (OTCMKTS: JCPNQ) on Oct. 20, 2020 announced that it has filed a draft asset purchase agreement ("APA"), which tracks the terms of the previously announced letter of intent, to sell JCPenney. All parties are working to conclude negotiations and intend to utilize the ongoing mediation process to help achieve that goal. Key terms of the draft APA are as follows: * Brookfield Asset Management, Inc and Simon Property Group will acquire substantially all of JCPenney's retail and operating assets ("OpCo") through a combination of cash and new term loan debt. * The formation of separate property holding companies ("PropCos"), comprising 160 of the Company's real estate assets and all of its owned distribution centers, which will be owned by the Company's Debtor-in-Possession and First Lien Lenders ("First Lien Lenders"). * The OpCo and PropCos will enter into a master lease with respect to the properties and distribution centers moved into the PropCos. "This is another important milestone in our restructuring plan, bringing us one step closer to finalizing the APA, closing the sale process and exiting Chapter 11 ahead of the December 2020 holiday season," said Jill Soltau, chief executive officer of JCPenney. "Our talented team is focused on working with Brookfield and Simon to build on our over 100-year history of serving customers and working seamlessly with our vendor partners. We look forward to completing this sale and continuing our progress implementing our Plan for Renewal to Offer Compelling Merchandise, Drive Traffic, Deliver an Engaging Experience, Fuel Growth and Build a Results-Minded Culture." Once finalized, the OpCo transaction will be subject to Court approval and other closing conditions. A hearing to seek Court approval for the transaction is expected to be scheduled for early November 2020. If Court approval is received and the closing conditions in the APA are met, it is expected that the OpCo sale will close in advance of the December 2020 holiday season. JCPenney's operating assets will then conduct business outside of the Chapter 11 process under the JCPenney banner with Simon and Brookfield as its owners. The First Lien Lenders are expected to acquire ownership of the PropCos through the Company's Plan of Reorganization, which will be completed following the closing of the OpCo transaction. Additional Information As previously announced, JCPenney entered into a restructuring support agreement with lenders of its first lien debt to reduce the Company's outstanding indebtedness and strengthen its financial position. To implement the financial restructuring plan, the Company filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Additional information regarding JCPenney's financial restructuring is available at jcprestructuring.com. Court filings and information about the claims process are available at cases.primeclerk.com/JCPenney, by calling the Company's claims agent, Prime Clerk, toll-free at 877-720-6576, or by sending an email to JCPenneyinfo@primeclerk.com. About J.C. Penney Company Founded in 1902 by James Cash Penney, J.C. Penney Corporation, Inc. is an American retail company engaged in marketing apparel, home furnishings, jewelry, cosmetics and cookware. It was called J.C. Penney Stores Company from 1913 to 1924 when it was reincorporated as J.C. Penney Co. On May 15, 2020, J.C. Penney announced that it entered into a restructuring support agreement with lenders holding 70 percent of its first lien debt. The RSA contemplates agreed-upon terms for a pre-arranged financial restructuring plan that is expected to reduce several billion dollars of indebtedness. To implement the plan, J.C. Penney and its affiliates filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-20182) on May 15, 2020. Debtors have tapped Kirkland & Ellis LLP and Jackson Walker LLP as their legal counsel, Lazard Freres & Co. LLC as investment banker, AlixPartners LLP as financial advisor, and Katten Muchin Rosenman LLP as special counsel. Prime Clerk is the claims agent. Henry Hobbs Jr., acting U.S. trustee for Region 7, appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. The committee has tapped Cole Schotz P.C. and Cooley LLP as its legal counsel, Jefferies LLC as investment banker, and FTI Consulting, Inc. as financial advisor. Katten Muchin Rosenman, LLP and Goldin Associates, LLC serve as legal counsel and financial advisor for Alan Carr and Steve Panagos, respectively, who were elected independent directors of J.C. Penney's board of directors on May 1, 2020. J.C. PENNEY: Rushes in Finalizing Sale to Landlord, Lender Group ---------------------------------------------------------------- Jeremy Hill of Bloomberg News reports that J.C. Penney Co. has formalized a planned sale to its bankruptcy lenders and biggest landlords, but must first finalize a staggering lease agreement in less than a week to close the deal. The retailer on Tuesday filed a draft purchase agreement detailing a plan to sell itself to mall owners Simon Property Group Inc., Brookfield Property Partners and its senior lenders. But the parties have until Monday to finalize a master lease agreement between the mall landlords and the lenders who will own most of the retailer's real estate, Josh Sussberg of Kirkland & Ellis said. in a court filing. About J.C. Penney J.C. Penney Company, Inc. -- http://www.jcpenney.com/-- is an apparel and home retailer, offering merchandise from an extensive portfolio of private, exclusive, and national brands at over 850 stores and online. It sells clothing for women, men, juniors, kids, and babies. On May 15, 2020, J.C. Penney announced that it has entered into a restructuring support agreement with lenders holding 70% of its first lien debt. The RSA contemplates agreed-upon terms for a pre-arranged financial restructuring plan that is expected to reduce several billion dollars of indebtedness. To implement the plan, J.C. Penney and its affiliates on May 15, 2020, filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-20182). At the time of the filing, J.C. Penney disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the cases. The Debtors have tapped Kirkland & Ellis and Jackson Walker, LLP as legal counsel; Katten Muchin Rosenman, LLP as special counsel; Lazard Freres & Co. LLC as investment banker; AlixPartners, LLP as restructuring advisor; and KPMG, LLP as tax consultant. Prime Clerk is the claims agent, maintaining the page http://cases.primeclerk.com/JCPenney A committee of unsecured creditors has been appointed in Debtors' Chapter 11 cases. The committee is represented by Cole Schotz, P.C., and Cooley, LLP. JAGGED PEAK: Settlement in Smith Suit vs. TradeGlobal OK'd ---------------------------------------------------------- District Judge Timothy S. Black issued an order granting Plaintiffs Tina Smith and Kimberley Baas and TradeGlobal LLC's joint motion to approve settlement of the Fair Labor Standards Act ("FLSA") claim and dismissed the case captioned TINA SMITH, et al., Plaintiffs, v. TRADEGLOBAL, LLC, et al., Defendants, Case No. 1:19-cv-192 (S.D. Ohio) with prejudice. On March 9, 2019, Plaintiffs Tina Smith and Kimberley Baas, former employees of Defendant TradeGlobal LLC, filed the action alleging that TradeGlobal violated the FLSA by not paying additional sums or any overtime for time worked over 40 hours per week. The Plaintiffs alleged that they were misclassified as FLSA exempt and were not paid mandatory overtime for hours worked over 40 per week. The Plaintiffs also named Dawn Adams, their immediate supervisor, as a codefendant in this matter. On Sept. 16, 2019, TradeGlobal filed voluntary petitions commencing a Chapter 11 action in the United States Bankruptcy Court for the District of Nevada. On Jan. 13, 2019, the Plaintiffs filed claims asserting a general unsecured claim against TradeGlobal. On May 26, 2020, TradeGlobal and its jointly administered debtors filed a disclosure statement in support of Joint Chapter 11 Plan of Liquidation. On August 25, the plan of reorganization for TradeGlobal and other debtors became effective and TradeGlobal's trust went into effect. The parties have resolved the issues in this case and executed a settlement agreement. Under the Settlement Agreement, inter alia, TradeGlobal agreed to make payments to the Plaintiffs for attorneys' fees, wage-based damages, and liquidated damages, and the Plaintiffs agreed to release their claims against TradeGlobal and all other Defendants. As a general rule, employees' claims under the FLSA are non-waivable and may not be settled without supervision of either the Secretary of Labor or a district court. The proper procedure for obtaining court approval is for the parties to present to the court a proposed settlement, upon which the district court may enter a stipulated judgment only after scrutinizing the settlement for fairness. If a settlement in an employee FLSA suit reflects "a reasonable compromise over issues," such as FLSA coverage or computation of back wages that are "actually in dispute," the court may approve the settlement "in order to promote the policy of encouraging settlement of litigation." The Sixth Circuit has counseled that a district court should consider the following factors in determining whether the settlement of an FLSA claim is fair and reasonable: (1) the risk of fraud or collusion; (2) the complexity, expense and likely duration of the litigation; (3) the amount of discovery completed; (4) the likelihood of success on the merits; (5) the opinion of counsel and representatives; and (6) public interest in the settlement. The Court may choose to consider only factors that are relevant to the settlement at hand and may weigh particular factors according to the demands of the case. In certain cases, a court may consider each factor individually. "More often, however, inquiry into one factor necessarily overlaps with inquiry into another." The Court found the parties' motion for approval of the settlement to be well-taken. The parties represented there are bona fide disputes as to the number of hours Plaintiffs worked, whether they were entitled to overtime under the FLSA for those hours, whether Defendants' actions were willful, and whether Defendants acted in good faith. There is no evidence of fraud or collusion. It is evident from the parties' work both before the Court and the Nevada Bankruptcy Court that the parties have expended significant effort in resolving this matter. Counsel for both parties represented that the Settlement Agreement is fair and reasonable. Continued litigation would involve considerable expenditures of time and resources of the parties and the Court. If this case were to continue, the parties would expend significant time and money prosecuting the litigation through dispositive motions, trial, and possible appeals. The ultimate question is whether the Plaintiffs are better served if the litigation is resolved by the settlement rather than pursued. Here, the risks posed by the Defendants' denial of the Plaintiffs' claims justifies a compromise which provides an immediate settlement payment to the Plaintiffs. As the parties recognized, the Settlement Agreement does not represent a compromise of guaranteed rights but of contested rights. After reviewing the parties' Settlement Agreement, and all the filings in this matter, the Court agreed with the parties' representations and found that the Settlement Agreement is fair and reasonable. A copy of the Court's Order is available at https://bit.ly/2FKu15N from Leagle.com. About Jagged Peak Jagged Peak Inc. and its subsidiaries are software companies based in Tampa, Florida. TradeGlobal is an end-to-end eCommerce provider, offering a full range of services, solutions and systems tailored to meet clients' specific needs. Jagged Peak, Inc., and its affiliates sought Chapter 11 protection (Bankr. D. Nev. Lead Case No. 19-15959) on Sept. 16, 2019. In the petitions signed by CRO Jeremy Rosentha, Jagged Peak and TradeGlobal, LLC, were estimated to have assets of $50 million to $100 million and liabilities of $10 million to $50 million; and TradeGlobal North America Holding, Inc., was estimated to have assets of $1 million to $10 million and liabilities of less than $50,000. The Hon. Mike K. Nakagawa oversees the cases. Gregory E. Garman, Esq., at Garman Turner Gordon, serves as bankruptcy counsel to the Debtors. BMC Group, Inc., is the claims and noticing agent to the Debtors. K&W CAFETERIAS: Committee Taps Dundon Advisers as Financial Advisor ------------------------------------------------------------------- The official committee of unsecured creditors of K&W Cafeterias, Inc. seeks authority from the U.S. Bankruptcy Court for the Middle District of North Carolina to retain Dundon Advisers LLC as its financial advisor. The services that Dundon Advisers will render are as follows: (a) assessing the Debtor's various pleadings and proposed treatment of unsecured creditor claims; (c) reviewing financial and operational information furnished by the Debtor to the committee; (d) assisting the committee with respect to any sales of the Debtor's assets; (e) assisting the committee in reviewing the Debtor's financial reports; (f) advising the committee on the current state of the Debtor's Chapter 11 case; (g) preparing, or reviewing as applicable, avoidance actions and claim analyses; (h) advising the committee in negotiations with the Debtor and third parties as necessary; and (i) participating as a witness in hearings before the bankruptcy court. Dundon Advisers will receive a monthly fee of $17,500, a conditional completion fee of $125,000, and reimbursement of work-related expenses incurred. Matthew Dundon, a principal at Dundon Advisers, disclosed in court filings that the firm is disinterested as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew Dundon Dundon Advisers LLC 440 Mamaroneck Avenue, Fifth Floor Harrison, NY 10528 USA Phone: +1 (914) 341-1188 Fax: +1 (212) 202-4437 About K&W Cafeterias K&W Cafeterias, Inc., a company based in Winston Salem, N.C., filed a Chapter 11 petition (Bankr. M.D.N.C. Case No. 20-50674) on Sept. 2, 2020. Judge Benjamin A. Kahn presides over the case. In the petition signed by Dax C. Allred, president, the Debtor disclosed $30,085,274 in assets and $22,189,229 in liabilities. The Debtor has tapped Northen Blue, LLP as its bankruptcy counsel and Bell Davis & Pitt P.A. and Constangy Brooks Smith & Prophete LLP as its special counsel. William Miller, U.S. bankruptcy administrator, appointed a committee to represent unsecured creditors in Debtor's Chapter 11 case. The committee tapped Waldrep Wall Babcock & Bailey PLLC as its bankruptcy counsel. LAS VEGAS MONORAIL: Committee Taps Holland & Hart as Legal Counsel ------------------------------------------------------------------ The official committee of unsecured creditors of Las Vegas Monorail Company seeks to hire Holland & Hart LLP as its legal counsel. The committee requires Holland & Hart to: a. advise the committee with regard to the requirements of the Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules, and the Office of the United States Trustee; b. represent the committee at court hearings; c. assist and advise the committee in its examination and analysis of the conduct of the Debtor's affairs; d. assist and advise the committee in its discussions with the Debtor and other parties-in-interest regarding the Debtor's sale process or other alternative transactions; e. review and analyze legal documents and advise the committee as to the necessity, propriety, and impact of the foregoing upon these cases; f. consent or object to pleadings or orders on behalf of the Committee, as appropriate; g. assist the committee in preparing pleadings as may be required in support of positions taken by the committee; h. confer with the professionals retained by the Debtor and other parties-in-interest; i. coordinate the receipt and dissemination of information prepared by and received from the Debtor's professionals; j. participate in such examinations of the Debtor and other witnesses as may be necessary in order to analyze the Debtor's assets and financial condition; k. negotiate and, if necessary or advisable, formulate a plan of reorganization for the Debtor; l. assist the committee generally in performing such other services; and m. perform all other necessary legal services and provide all other necessary legal advice to the committee. The firm's primary attorneys who are anticipated to represent the committee are Joseph G. Went, Esq. with currently hourly rate of $435.00, and Lars K. Evensen, Esq. with current hourly rate of $435.00. The hourly rates for the firm's attorneys and paraprofessionals likely to work on this matter range from $250-$810 for attorneys and $195-$235 for legal assistants and support staff. Holland & Hart anticipates that its blended hourly rates in this case will not exceed $450. Joseph G. Went, Esq., a partner at Holland & Hart, disclosed in court filings that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Joseph G. Went, Esq. Lars K. Evensen, Esq. HOLLAND & HART LLP 9555 Hillwood Drive, 2nd Floor Las Vegas, NV 89134 Telephone: (702) 669-4600 Facsimile: (702) 669-4650 E-mail: jgwent@hollandhart.com lkevensen@hollandhart.com About Las Vegas Monorail Company Las Vegas, Nevada-based Las Vegas Monorail Company, organized by the State of Nevada in 2000 as a nonprofit corporation, owns and manages the Las Vegas Monorail. The monorail is a seven-stop, elevated train system that travels along a 3.9-mile route near the Las Vegas Strip. LVMC has contracted with Bombardier Transit Corporation to operate the Monorail. Though it benefits from its tax-exempt status due to being a nonprofit entity, LVMC claims to be the first privately-owned public transportation system in the nation to be funded solely by fares and advertising. LVMC says it receives no governmental financial support or subsidies. LVMC filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 10-10464) on Jan. 13, 2010. It disclosed $395,959,764 in assets and $769,515,450 in liabilities as of the petition date. LVMC has tapped Garman Turner Gordon LLP as its bankruptcy counsel, Alvarez & Marsal North America, LLC as financial advisor, and Stradling Yocca Carlson & Rauth and Jones Vargas as special counsel. Gordon Silver assists LVMC in its restructuring effort. In April 2010, bondholder Ambac Assurance Corp. lost in its bid to halt the bankruptcy after U.S. Bankruptcy Judge Bruce A. Markell ruled that monorail isn't a municipality and is therefore entitled to reorganize in Chapter 11. U.S. District Judge James Mahan in Reno upheld the ruling in October 2010. On September 17, 2020, the United States Trustee for the District of Nevada formed the official committee of unsecured creditors, appointing the following parties as members: (i) BP Graphics Inc.; (ii) Knorr Brake Company, LLC; and (iii) Sullivan Commercial Painting, Inc. On September 18, 2020, the committee selected Holland & Hart LLP to serve as its counsel. LAS VEGAS MONORAIL: Hires Alvarez & Marsal as Financial Advisor --------------------------------------------------------------- Las Vegas Monorail Company received approval from the U.S. Bankruptcy Court for the District of Nevada to employ Alvarez & Marsal North America, LLC as its financial advisor. Alvarez & Marsal will provide the following financial advisory services: (a) assistance to the Debtor in the preparation of financial-related disclosures required by the court; (b) assistance with the identification and implementation of short-term cash management procedures; (c) assistance with the identification of executory contracts and leases and performance of cost/benefit evaluations with respect to the affirmation or rejection of each; (d) assistance to Debtor's management team and counsel focused on the coordination of resources related to the ongoing Chapter 11 effort; (e) assistance to Debtor's management in diligence discussions with prospective purchasers; (f) assistance in the preparation of financial information for distribution to creditors and other parties; (g) attendance at meetings; and (h) analysis of creditor claims. Matthew Kvarda, managing director at Alvarez & Marsal, will be paid at the rate of $975 per hour. The rates for other staff and professionals range from $400 to $1,150 per hour. In addition to the hourly rate, Debtor will reimburse the firm for out-of-pocket expenses incurred. Alvarez & Marsal received a pre-bankruptcy retainer of $225,000. Mr. Kvarda disclosed in court filings that the firm and its partners and associates are disinterested persons within the meaning of Sections 101(14) and 327 of the Bankruptcy Code. The firm can be reached through: Matthew Kvarda Alvarez & Marsal North America, LLC 2029 Century Park East, Suite 2060 Los Angeles, CA 90067 Tel: +1 310 975 2600 Fax: +1 310 975 2601 About Las Vegas Monorail Company Las Vegas, Nevada-based Las Vegas Monorail Company, organized by the State of Nevada in 2000 as a nonprofit corporation, owns and manages the Las Vegas Monorail. The monorail is a seven-stop, elevated train system that travels along a 3.9-mile route near the Las Vegas Strip. LVMC has contracted with Bombardier Transit Corporation to operate the Monorail. Though it benefits from its tax-exempt status due to being a nonprofit entity, LVMC claims to be the first privately-owned public transportation system in the nation to be funded solely by fares and advertising. LVMC says it receives no governmental financial support or subsidies. LVMC filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 10-10464) on Jan. 13, 2010. It disclosed $395,959,764 in assets and $769,515,450 in liabilities as of the petition date. LVMC has tapped Garman Turner Gordon LLP as its bankruptcy counsel, Alvarez & Marsal North America, LLC as financial advisor, and Stradling Yocca Carlson & Rauth and Jones Vargas as special counsel. In April 2010, bondholder Ambac Assurance Corp. lost in its bid to halt the bankruptcy after U.S. Bankruptcy Judge Bruce A. Markell ruled that monorail isn't a municipality and is therefore entitled to reorganize in Chapter 11. U.S. District Judge James Mahan in Reno upheld the ruling in October 2010. LD HOLDINGS: Moody's Assigns B1 CFR, Outlook Positive ----------------------------------------------------- Moody's Investors Service assigned a B2 first-time long-term senior unsecured debt rating and a B1 corporate family rating to LD Holdings Group, LLC's (loanDepot). The rating outlook is positive. Assignments: Issuer: LD Holdings Group, LLC LT Corporate Family Rating, Assigned B1 Backed Senior Unsecured Regular Bond/Debenture, Assigned B2 Outlook Actions: Issuer: LD Holdings Group, LLC Outlook, Assigned Positive RATINGS RATIONALE The assignment of the B1 corporate family rating reflects loanDepot's solid franchise in the US residential mortgage market as a top ten originator and top retail originator with a strong focus on technology. The company's profitability has improved materially in 2020 with the increase in market origination volumes, as a result of the decline in interest rates. The company is realizing the benefits from the investments it has made in building its franchise and technology over the last couple of years. With its constrained profitability over the last several years, as origination volumes grew, its capitalization level declined as demonstrated by the ratio of tangible common equity (TCE) to tangible managed assets (TMA) falling to around 8% as of year-end 2019 from around 15% prior to 2017. With the very strong profitability in recent months, capitalization has increased with the capital ratio increasing to around 17.5% as of 30 June. Like most non-depository mortgage banking companies, loanDepot relies on short-term secured repurchase facilities to fund its mortgage originations. As a result, almost all of its mortgage loans are encumbered by the repurchase facilities, limiting its ability to access alternative funding sources. However, the firm's liquidity is aided by a number of factors, including that virtually all originations are government and agency loans which typically remain liquid even during periods of market stress. On 21 October 2020, the company announced the planned issuance of $400 million senior unsecured bond to refinance the $325 million in unsecured debt maturing in 2022. The transaction will increase the company's liquidity benefitting its standalone credit assessment and ultimately its creditors. Like other mortgage servicers, loanDepot will likely face an increase in its servicer advance obligations over the next several quarters, because of the establishment of borrower-forbearance arrangements and rising delinquencies. Nonetheless, Moody's believes the company will likely be able to meet its servicer advance obligations, due to its strong profitability and its solid liquidity. In addition, industry forbearance levels are currently around 6.0% down from a peak in June of 8.6% versus some initial industry forecasts as high a 20% or more. The B2 long-term senior unsecured loan rating assigned to loanDepot is based on the application of Moody's Loss Given Default for Speculative-Grade Companies methodology and model, and is reflective of its priority ranking in loanDepot's capital structure. The positive outlook reflects the company's very strong 2020 performance and Moody's expectation that the company's investments in building its franchise will result in continued strong financial performance over the next 12-18 months. Moody's expects the company's very strong profitability will continue well into 2021. Once the refinance boom recedes, Moody's expects the company will be able to continue generating solid profitability with net income to assets of 3% or more, and tangible common equity to tangible assets of around 20%. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company maintains solid profitability with pre-tax income excluding mortgage servicing rights fair value marks remaining above 3.0% and the TCE to TMA ratio remains above 17.5%, while demonstrating resilient franchise strength as a top 10 mortgage originator. Positive ratings pressure could also develop if the company continues to diversify its funding sources as well as continues to increase its utilization of two-year and longer warehouse facilities. The positive outlook indicated that rating downgrades are unlikely over the next 12-18 months. However, the ratings could be downgraded if financial performance deteriorates - for example, if Moody's believes that the company is not able to consistently maintain net income to assets above 2%, or if leverage increases such that the company's TCE to TMA ratio falls below 13%. In addition, the ratings could be downgraded if the percentage of non-government sponsored enterprise (GSE) and non-government loan origination volumes grows to more than 10% of its total originations without a commensurate increase in alternative liquidity sources and capital to address the risker liquidity and asset quality profile that such an increase would entail. In addition, the B2 unsecured debt rating could be downgraded in the event that the company increases its reliance on secured funding, which would result in a lower degree if protection for unsecured creditors. The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. LE TOTE: Saadia Wins Auction for Lord & Taylor Assets ----------------------------------------------------- Leslie A. Pappas of Bloomberg Law reports that Investment firm Saadia Group LLC won a bankruptcy auction for Lord & Taylor LLC's assets with a cash bid of $12 million, topping a $3.75 million starting bid to broaden its portfolio of distressed fashion businesses. The sale includes the bankrupt department store's inventory, intellectual property, social media accounts, customer data, and e-commerce platform, according to a notice filed with the U.S. Bankruptcy Court for the Eastern District of Virginia Oct. 16. If approved by the court, the deal would mark the New York company's second acquisition of distressed fashion assets in the last two months. In September, Saadia also won a bankruptcy auction for the e-commerce business of RTW Retailwinds Inc., the bankrupt parent of New York & Co. The bid topped stalking horse bidder Zar Apparel Group. Zar will get a 3% break-up fee. Capital One N.A. and Capital One Bank objected to the sale of customer data, claiming they own some of it exclusively through a credit card program. Branded Online Inc., a Costa Mesa, Calif. company that helps companies manage their e-commerce systems, was selected as the back-up bidder if the Saadia deal doesn’t close. A virtual hearing on the sale will be held Tuesday before Judge Keith L. Phillips. Lord & Taylor and its owner, San Francisco-based fashion company Le Tote Inc., filed for bankruptcy in August after pandemic-related shutdowns stymied efforts to reinvigorate the department store. About Lord & Taylor Le Tote, Inc., and its affiliates operate both an online, subscription-based clothing rental service and a full-service fashion retailer with 38 brick-and-mortar locations and a robust e-commerce platform. In response to the COVID-19 pandemic, Le Tote temporarily closed all retail locations in March 2020, although they continue to operate the Le Tote and Lord & Taylor websites. Le Tote and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 20-33332) on Aug. 2, 2020. 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 Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their legal counsel, Kutak Rock LLP as local counsel, Berkeley Research LLC as financial advisor, and Nfluence Partners as investment banker. Stretto is the notice, claims and balloting agent and administrative advisor. LGHEALTHCARE: In Chapter 11 to Sell to Concord ---------------------------------------------- LRGHealthcare, the owner of Franklin Regional Hospital and Lakes Region General Hospital has declared bankruptcy, with Concord Hospital stepping up as a suitor. "Today, we are taking an important step toward securing our long-term financial stability, ensuring a bright future for our hospitals and medical practices and preserving local access to care in our communities," LRGHealthcare said in its Web site. "LRGHealthcare is beginning the legal and regulatory process of filing for Chapter 11 bankruptcy. We are also announcing today that we have an offer from Concord Hospital regarding a potential acquisition of the assets of Lakes Region General Hospital, Franklin Regional Hospital and the Hospitals' ambulatory sites." Rick Green of The Laconia Daily Sun reports that the filing in U.S. Bankruptcy Court in Concord comes after two years of efforts by LRGH to solve its financial problems through a merger or acquisition. According to the Daily Sun, Kevin W. Donovan, LRGH president and chief executive officer, said in an interview that no layoffs or benefit reductions are planned for the system's 1,400 full- and part-time employees and health care services offered to the public will remain in place. "We have known for some time that our current reality is not sustainable for the long term, and minor fixes will not get us where we need to be," Donovan said. "Even before the significant impact of COVID-19, we were bearing a substantial financial burden.The bankruptcy process happens in the courts, not in the walls of our hospitals, and we will continue providing our patients with high-quality health care when and where they need it." Gov. Chris Sununu said Monday’s developments should bode well for health care in the area. "We are grateful to the management of LRGHealthcare and Concord Hospital, who have been working on this potential acquisition since before the onset of the Covid-19 pandemic," Sununu said. "This potential acquisition by Concord Hospital is welcome news and provides a path toward long term financial stability that will allow LRGH to continue to provide critical services for the citizens of the Lakes and Three Rivers region. The State has and will continue to provide any resources that are necessary to enable LRGHealthcare to continue services while it navigates this process." $30M Initial Bid An auction and sale of LRGH's assets will be overseen by the Bankruptcy Court. Concord Hospital has made an initial bid of $30 million for these assets, including the two hospitals as well as the system's ambulatory care centers. As a not-for-profit healthcare charitable trust, LRGH doesn't pay property taxes, but the value of its property is listed on municipal databases. Of its many properties, the two hospitals alone have a combined value of more than $72 million. Donovan said bankruptcy wasn't the first option when he and his team began looking for ways to partner with a larger health care organization, but it became clear the debt load would be an impediment to any merger or acquisition deal. Many hospitals have merged in recent years in New Hampshire and around the country to realize greater efficiency and economy of scale. "We are making this move today so we can ensure a bright future for our hospitals and medical practices in the Lakes and Three Rivers Region," he said. "The LRGHealthcare Board has worked diligently to explore all strategic options and determined that taking this step is the right path to preserve access to care in our region for years to come." Concord Hospital, also a not-for-profit, and LRGH already collaborate in various health care areas. Concord Hospital's Board of Trustees would be expected to include representatives from the Three Rivers and Lakes Region if it acquires LRGH's assets, Donovan said. About LRGHealthcare LRGHealthcare -- http://www.lrgh.org/-- is a not-for-profit healthcare charitable trust operating Lakes Region General Hospital, Franklin Regional Hospital, and numerous other affiliated medical practices and service programs. LRGH is a community based acute care facility with a licensed bed capacity of 137 beds, and FRH is a 25-bed critical access hospital with an additional 10-bed inpatient psychiatric unit. In 2002, Lakes Region Hospital Association and Franklin Regional Hospital Association merged, with the merged entity renamed LRGHealthcare. LRGHealthcare offers a wide range of medical, surgical, specialty, diagnostic, and therapeutic services, wellness education, support groups, and other community outreach services. On Oct. 19, 2020, LRGHealthcare sought Chapter 11 protection (Bankr. D.N.H. Case No. 20-10892). The Hon. Bruce A. Harwood is the case judge. The Debtor was estimated to have $100 million to $500 million in assets and liabilities. The Debtor tapped NIXON PEABODY LLP as counsel; DELOITTE TRANSACTIONS AND BUSINESS ANALYTICS LLP as financial advisor and KAUFMAN HALL as investment banker. EPIQ CORPORATE RESTRUCTURING, LLC, is the claims agent. LIBBEY INC: Wins Confirmation of Reorganization Plan ---------------------------------------------------- Libbey Inc. (OTC: LBYYQ) , one of the world's largest glass tableware manufacturers, on Oct. 19, 2020, announced that the U.S. Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") has confirmed the Company's Plan of Reorganization (the "Plan"). Libbey expects to complete its court-supervised restructuring and emerge from Chapter 11 in the coming weeks with a stronger balance sheet, reduced debt and the agility to position the Company to succeed in the current operating environment. Libbey has secured exit financing consisting of a $150 million term loan and a $100 million asset-based lending facility, and expects to emerge from the Chapter 11 process with less than $200 million of funded debt. Mike Bauer, chief executive officer of Libbey, said, "We are pleased to have reached this critical milestone and look forward to emerging as a healthy company with a stronger balance sheet and improved liquidity. I want to thank all of our employees for maintaining an incredible focus on serving our customers and end users without interruption throughout this process, as well as our lenders, customers, vendors and end users for their continued support. We look forward to working with all our stakeholders as we move forward as a stronger partner and continue our 200+-year legacy of delivering the finest glassware and tabletop products to the world and empowering consumers to celebrate life's moments." About Libbey Inc. Based in Toledo, Ohio, Libbey Inc. (NYSE American: LBY) is one of the largest glass tableware manufacturers in the world. Libbey operates manufacturing plants in the U.S., Mexico, China, Portugal and the Netherlands. In existence since 1818, Libbey supplies tabletop products to retail, foodservice and business-to-business customers in over 100 countries. Libbey's global brand portfolio, in addition to its namesake brand, includes Libbey Signature, Master's Reserve, Crisa, Royal Leerdam, World Tableware, Syracuse China, and Crisal Glass. In 2019, Libbey's net sales totaled $782.4 million. For more information, visit http://www.libbey.com/ Libbey Glass Inc. and 11 of its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11439) on June 1, 2020. In the petition signed by CEO Michael P. Bauer, Libbey Glass was estimated to have $100 million to $500 million in assets and $500 illion to $1 billion in liabilities as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Latham & Watkins LLP and Richards, Layton & Finger, P.A., as counsel; Alvarez & Marsal North America, LLC as financial advisor; and Lazard Ltd as investment banker. Prime Clerk LLC is the claims agent, maintaining the page https://cases.primeclerk.com/libbey LUCKY STAR-DEER: Seeks to Hire Macco Law as Legal Counsel --------------------------------------------------------- Lucky Star-Deer Park Mezz LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Macco Law Group, LLC as its legal counsel. Lucky Star-Deer requires Macco Law to: (a) advise the Debtor with respect to its powers and duties; (b) negotiate with creditors to propose a Chapter 11 plan of reorganization; (c) prepare court pleadings; (d) appear before the court; (e) perform legal services for the Debtor. The firm's hourly rates are as follows: Partners $575 Senior associates $490 Junior associates $425 Paralegals $150 The firm received a retainer a sum of $6,000 from the Debtor. Peter Corey, Esq., an associate of the firm, disclosed in court filings that the firm, its partners and employees are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Peter Corey, Esq. MACCO LAW GROUP, LLP 2950 Express Drive South, Suite 109 Islandia, NY 11749 Telephone: (631) 549-7900 About Lucky Star-Deer Park Mezz Lucky Star-Deer Park Mezz LLC, a Deer Park, N.Y.-based company engaged in the business of constructing and managing real properties, filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-72403) on July 8, 2020. Myint Kyaw, Debtor's managing member, signed the petition. At the time of the filing, Debtor disclosed estimated assets of up to $50,000 and estimated liabilities of $10 million to $50 million. Judge Robert E. Grossman oversees the case. Weinberg, Gross & Pergament LLP is Debtor's legal counsel. MAD RIVER: Matt Leaidicker Removed as Committee Member ------------------------------------------------------ The U.S. Trustee for Region 17 disclosed in a court filing that as of Oct. 19, 2020, these creditors are the remaining members of the official committee of unsecured creditors in the Chapter 11 case of Mad River Estates LLC: 1. Clinton Wiley P.O. Box 667 Redway, CA 95560 Phone: (707) 496-4684 cwmadriverestates@gmail.com Counsel: Steven M. Spector, Esq. Buchalter 1000 Wilshire Blvd., Suite 1500 Los Angeles, CA 90017 Phone: (213) 891-5008 sspector@buchalter.com 2. Redwood Coast Fuel Attn: Michael Sahlbach 3471 N. State Street Union, CA 95482 Phone: (707) 234-4599 Michael@barbicuitrading.com Matt Leaidicker's name did not appear in the notice. The creditor was appointed as committee member on Oct. 7, court filings show. About Mad River Estates Mad River Estates, LLC is a Korbel, Calif.-based company engaged in activities related to real estate. Mad River Estates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 20-10470) on Aug. 14, 2020. Dean Bornstein, the company's manager, signed the petition. At the time of the filing, Debtor had estimated assets of between $1 million to $10 million and liabilities of the same range. Judge William J. Lafferty oversees the case. Paul A. Beck, APC is Debtor's legal counsel. MID-ATLANTIC SYSTEMS: Taps McCarthy Wilson as Special Counsel ------------------------------------------------------------- Mid-Atlantic Systems of CPA, Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire McCarthy Wilson LLP as their special counsel. The firm will represent the Debtors concerning the matter of Mid-Atlantic Waterproofing of MD, Inc. v. Anna Makela, in the District Court of Montgomery County Maryland, and related matters in Maryland. The firm's hourly rates for these legal services are as follows: Partners and Senior Counsel $275 Associates $225 Law Clerks and Paralegals $175 James G. Fegan, III, Esq., an associate at McCarthy Wilson, disclosed in court filings that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: James G. Fegan, III, Esq. MCCARTHY WILSON LLP 2200 Research Blvd., Suite 500 Rockville, MD 20850 Telephone: (301) 762-7770 E-mail: feganj@mcwilson.com About Mid-Atlantic Systems of CPA, Inc. Mid-Atlantic Systems of DPN, et al., are waterproofing companies that specialize in correcting wet and damp basements and structural damage. They offer basement waterproofing, foundation repair, concrete repair, structural repair, radon detection & remediation, among other services. Mid-Atlantic Systems of DPN, Inc., based in Newark, DE, and its affiliates sought Chapter 11 protection (Bankr. M.D. Pa. Lead Case No. 20-02177) on July 20, 2020. The Hon. Henry W. Van Eck presides over the case. In its petition, the Debtor was estimated to have up to $50,000 in assets and $100,000 to $500,000 in liabilities. The petition was signed by Charles Levine, director, Mid-Atlantic Systems of DPN. CUNNINGHAM CHERNICOFF & WARSHAWSKY, P.C., serves as bankruptcy counsel to the Debtor. NATIONAL MEDICAL: Taps Erwin Chemerinsky as Special Counsel ----------------------------------------------------------- National Medical Imaging, LLC and National Medical Imaging Holding Company, LLC received approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire Erwin Chemerinsky, the dean and Jesse H. Choper Distinguished Professor of Law of the University of California, Berkley School of Law, as their special counsel. Dean Chemerinsky will render the following services to the Debtors: a. provide the Debtors with legal advice with respect to their appeal to the Supreme Court and all related proceedings; b. prepare legal documents; c. represent the Debtors at oral argument and any other proceedings before the Supreme Court; d. perform all other legal services for the Debtors. Dean Chemerinsky will be compensated for his time at the rate of $750 per hour. Dean Chemerinsky represents no interest adverse to the Debtors or their respective estates, according to a court filing. Dean Chemerinsky holds office at: Erwin Chemerinsky, Esq. University of California Berkeley School of Law 225 Bancroft Way Berkeley, CA 94720 Telephone: (510) 642-2274 E-mail: echemerinsky@law.berkeley.edu 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. The 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. NATTY GREENE'S BREWING: Files for Chapter 7 Bankruptcy ------------------------------------------------------ Natty Greene's Brewing Company, LLC, filed for Chapter 7 bankruptcy on Oct. 18, 2020 (Bankr. M.D.N.C. Case No. 20-10801). The Debtor's counsel: Phillip E. Bolton Tel: 336-294-7777 E-mail: filing@boltlaw.net The Chapter 7 Trustee: Charles M. Ivey, III Ivey, McClellan, Gatton, & Talcott, LLP Suite 500, 100 S. Elm St. P.O. Box 3324 Greensboro, NC 27402 WFMY2 News reports Natty Greene's restaurant in downtown Greensboro will stay open but it will not sell its craft beer after filing for chapter 7 bankruptcy. Owners said the pandemic played a role. The move means no more Natty Greene's craft beer. This is much different from chapter 11 bankruptcy. The company is not restructuring. Chapter 7 means it's unable to repair its financial situation and plans to liquidate assets. According to the Triad business journal, the move does not affect the Natty Greene's restaurant in downtown Greensboro. It will stay open. The brewing side of the operation will end. Natty's brewhouse already closed earlier this October 2020. This is the third Greensboro brewery to close this year. Preyer closed in February 2020. Gibbs Hundred closed in September 2020. About Natty's Greene's Brewing Company Natty Greene's Brewing Co. is a North Carolina craft brewery and restaurant that offers a variety of menu items such as platters, appetizers, beverages and specialty housecrafted brew on tap along with a sports bar atmosphere and patio dining available. NEPHROS INC: Inks 2nd Amendment to Membership Interest Purchase Dea ------------------------------------------------------------------- As previously disclosed, on Dec. 31, 2018, Nephros, Inc. entered into a Membership Interest Purchase Agreement with Biocon 1, LLC, Aether Water Systems, LLC, and Gregory Lucas, the sole member of each of Biocon and Aether. Pursuant to the terms of the Agreement, the Company acquired 100% of the outstanding membership interests of each of Aether and Biocon in exchange for a cash payment of $750,000 to Lucas at closing, repayment of approximately $8,000 in debt of Biocon, and payment of contingent consideration to Lucas based on the net revenue of Biocon and Aether over each quarter of the 2019 and 2020 fiscal years, up to a maximum aggregate payment of $2,625,000. On June 24, 2020, the Company and Lucas entered into a First Amendment to the Agreement, which modified the contingent consideration payments by disregarding the fiscal quarter ended June 30, 2020 and including the fiscal quarter ending March 31, 2021. On Oct. 15, 2020, the Company and Lucas entered into a Second Amendment to the Agreement, in which the Company agreed to pay Lucas a lump sum of $100,000. In consideration for payment of the Lump Sum to Lucas, the Company's obligation to make payments of contingent consideration to Lucas based on the net revenue of Biocon and Aether is terminated and deemed fully satisfied. About Nephros Inc. River Edge, N.J.-based Nephros, Inc., is a commercial stage medical device company that develops and sells high performance liquid purification filters. Its filters, which are generally classified as ultrafilters, are primarily used in hospitals for the prevention of infection from water-borne pathogens, such as legionella and pseudomonas, and in dialysis centers for the removal of biological contaminants from water and bicarbonate concentrate. Nephros reported a net loss of $3.18 million for the year ended Dec. 31, 2019, compared to a net loss of $3.33 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $16.65 million in total assets, $4.37 million in total liabilities, and $12.27 million in ttoal stockholders' equity. NEW BETHEL: Taps Dominion Realty as Real Estate Appraiser --------------------------------------------------------- New Bethel Baptist Church received approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Dominion Realty Advisors, Inc. as its commercial real estate appraiser. New Bethel requires Dominion Realty to determine an accurate value for its real property in connection with its Chapter 11 case. The firm will seek compensation in the amount of $3,500 for engagement in appraising the real property. Bradley R. Sanford, MAI, president at Dominion Property, disclosed in court filings that the firm does not hold or represent any interests adverse to those of the Debtor or its estate. The firm can be reached through: Bradley R. Sanford, MAI Dominion Realty Advisors, Inc. 5360 Robin Hood Road, Suite 101 Norfolk, VA 23513 Telephone: (757) 858-1818 About New Bethel Baptist Church New Bethel Baptist Church is an unincorporated religious association pursuant to the Constitution of the Commonwealth of Virginia. New Bethel Baptist Church, based in Portsmouth, VA, filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 19-73531) on Sept. 24, 2019. In the petition signed by Melinda L. Starkley, chairman of the trustees, the Debtor disclosed $1,449,207 in assets and $4,034,673 in liabilities. The Hon. Frank J. Santoro oversees the case. Joseph T. Liberatore, Esq., at Crowley Liberatore P.C., serves as bankruptcy counsel. ONE AVIATION: Pursues Third Attempt in Asset Sale ------------------------------------------------- Daniel Gill of Bloomberg Law reports that bankrupt jet maker and services provider ONE Aviation Corp. is seeking court approval of a new, $5.25 million asset sale after failing to consummate its confirmed reorganization plan and a previously approved deal with another company. The sale is necessary to avoid a "value-destructive conversion to Chapter 7 and liquidation of the Debtors' assets," ONE Aviation said Tuesday in a filing with the U.S. Bankruptcy Court for the District of Delaware. The company earlier this month terminated a previously proposed sale to SE Falcon LLC for about $13 million after the buyer "failed to fulfill its funding and other obligations." About ONE Aviation Corp. Headquartered in Albuquerque, New Mexico, ONE Aviation Corporation -- http://www.oneaviation.aero/-- and its subsidiaries are original equipment manufacturers of twin-engine light jet aircraft. Eclipse Aviation and Kestrel Aircraft merged in 2015 to form One Aviation. Primarily serving the owner/operator, corporate, and aircraft charter markets, ONE Aviation is on the forefront of private aviation technology. They provide maintenance and upgrade services for their existing fleet of aircraft through two Company-owned Platinum Service Centers in Albuquerque, New Mexico and Aurora,Illinois, five licensed, global Gold Service Centers in locations including San Diego, California, Boca Raton, Florida, Friedrichshafen, Germany, Eelde, Netherlands, and Istanbul, Turkey, as well as a research and development center located in Superior, Wisconsin. They currently employ 64 individuals. ONE Aviation and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case. Nos. 18-12309 to 18-12320) on Oct. 9, 2018. In the petition signed by Alan Klapmeier, CEO, the Debtor was estimated to have assets at $10 million to $50 million and liabilities at $100 million to $500 million. Counsel for the Debtors are Robert S. Brady, Esq., M. Blake Cleary, Esq., Sean M. Beach, Esq., Jaime Luton Chapman, Esq., and Jordan E. Sazant, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware; Chris L. Dickerson, Esq., Brendan M. Gage, Esq., and Nathan S. Gimpel, Esq., at Paul Hastings LLP, in Chicago, Illinois; and Todd M. Schwartz, Esq., at Paul Hastings LLP, in Palo Alto, California. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Oct. 22, 2018. The committee tapped Lowenstein Sandler LLP as its legal counsel; Landis Rath & Cobb LLP as the firm's co-counsel; and Conway MacKenzie, Inc. as financial advisor. ONEDIGITAL BORROWER: Moody's Assigns B3 CFR, Outlook Stable ----------------------------------------------------------- Moody's Investors Service has assigned a B3 corporate family rating and B3-PD probability of default rating to OneDigital Borrower LLC (OneDigital) following the company's announcement of plans to refinance its existing credit facilities as part of a recapitalization. Upon closing of the recapitalization, Onex Corporation (TSX: ONEX) and its affiliated funds will have a majority stake in the newly recapitalized entity. In the same action, Moody's has assigned a B3 rating to OneDigital's new senior secured term loan, revolving credit facility and delayed draw term loan. OneDigital will use net proceeds from the term loan plus equity to finance the recapitalization, including repayment of existing debt and payment of related fees and expenses. The rating outlook for OneDigital is stable. RATINGS RATIONALE According to Moody's, OneDigital's B3 corporate family rating reflects its expertise in employee benefits, consistent EBITDA margins, and moderate exposure to industries most adversely affected by the coronavirus pandemic. OneDigital derives most of its revenue from a growing national retail benefits business servicing small to middle market employers. The company serves its customers using a proprietary technology platform, a national call center, and locally based insurance professionals in markets across the country. OneDigital's recent acquisition of Resources Investment Advisors has diversified its business through the addition of a registered investment advisory platform that offers retirement planning, wealth management and asset management through independent financial advisors focused on corporate retirement plans. Credit challenges for OneDigital include aggressive financial leverage, significant cash outflows to pay contingent earnout liabilities, and execution and integration risks associated with fast-paced, debt-funded acquisitions, particularly given the current economic uncertainty. The company's financial leverage is high for its rating category with modest interest coverage, leaving little room for error in managing its existing and newly acquired operations. OneDigital's performance is holding up relatively well through the coronavirus-related economic downturn, with revenues of $257 million for the first six months of 2020 and EBITDA margins in the low-to-mid 20s helped by expense savings. The economic downturn prompted negative organic growth in the second quarter, but retention rates remain solid. Moody's expects OneDigital to reduce its leverage in the next few quarters through the integration of recent acquisitions, expense controls and modest amortization of its term loans. Onex would likely provide additional support if needed, in Moody's view. Following the transaction, Moody's estimates that OneDigital will have a pro forma debt-to-EBITDA ratio well above 7x, but the rating agency expects this ratio to decline significantly in the next few quarters. OneDigital's (EBITDA - capex) interest coverage will be about 2x, and its free-cash-flow-to-debt ratio will be in the low single digits. Free cash flow after payment of contingent earnouts has been low or negative in recent periods, but Moody's expects this metric to improve in the year ahead. These pro forma metrics reflect Moody's adjustments for operating leases, contingent earnout liabilities, run-rate earnings from recent and pending acquisitions, and certain non-recurring costs and other items. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The following factors could lead to an upgrade of OneDigital's ratings: (i) debt-to-EBITDA ratio below 5.5x, (ii) (EBITDA - capex) coverage of interest consistently exceeding 2x, (iii) free cash-flow-to-debt ratio exceeding 5%, and (iv) successful integration of acquisitions. The following factors could lead to a downgrade of OneDigital's ratings: (i) debt-to-EBITDA remaining above 7x, (ii) (EBITDA - capex) coverage of interest below 1.2x, (iii) free-cash-flow-to-debt ratio below 2%, or negative free cash flow after contingent earnout payments and scheduled debt amortization, or (iv) significant loss of revenue and decline in EBITDA resulting from the economic downturn. Moody's has assigned the following ratings (and loss given default (LGD) assessments): Corporate family rating at B3; Probability of default rating at B3-PD; $150 million five-year senior secured revolving credit facility at B3 (LGD3); $1,080 million seven-year senior secured term loan at B3 (LGD3); $200 million seven-year senior secured delayed draw term loan at B3 (LGD3). The rating outlook for OneDigital is stable. Moody's will withdraw the ratings of OneDigital's predecessor borrower, Achilles Acquisition LLC, upon closing of the refinancing, since these facilities will be repaid and terminated. The principal methodology used in these ratings was Insurance Brokers and Service Companies published in June 2018. Based in Atlanta, Georgia, OneDigital has offices throughout the US and serves small and middle market employers across the nation. OneDigital generated revenue of $465 million for the 12 months through June 2020. PARK PLACE: Moody's Affirms B3 CFR & Alters Outlook to Neg. ----------------------------------------------------------- Moody's Investors Service affirmed Park Place Technologies, LLC's B3 corporate family rating (CFR) and B3-PD probability of default rating ("PDR"). Concurrently, Moody's assigned a B2 rating to the company's proposed first lien credit facility, comprised of a $80 million revolver and a $845 million term loan, and a Caa2 rating to the proposed $230 million second lien term loan. The outlook was revised to negative from stable. The outlook revision was driven by a heightened level of uncertainty associated with Park Place's credit profile following the company's announced acquisition of competitor Curvature, Inc. (Curvature) and the integration risk involved with this transaction [1]. The largely debt-financed acquisition will result in an initial increase in debt leverage of more than 1x. Upon completion of this transaction, Moody's expects Park Place's and Curvature's existing debt to be repaid and ratings on these instruments to be withdrawn. Affirmations: Issuer: Park Place Technologies, LLC Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Assignments: Issuer: Park Place Technologies, LLC Senior Secured 1st Lien Bank Credit Facility, Assigned B2 (LGD3) Senior Secured 2nd Lien Bank Credit Facility, Assigned Caa2 (LGD6) Outlook Actions: Issuer: Park Place Technologies, LLC Outlook, Changed To Negative From Stable RATINGS RATIONALE Park Place's B3 CFR is principally constrained by the company's elevated pro forma debt/EBITDA (Moody's adjusted) of more than 9x immediately following the completion of the acquisition and Moody's expectation that Park Place will not de-lever materially to below 7x until projected cost synergies are fully realized in 2022. The company's credit quality is also negatively impacted by the significant scale of the Curvature acquisition and execution risk associated with the considerable restructuring initiatives that the combined entity has planned, which could create business disruptions. While Park Place has a degree of flexibility in terms of the timing of the sizable implementation costs associated with the integration, the relative up-front nature of these costs and possible delays with respect to the realization of associated synergies could constrain deleveraging efforts. The competitive nature of the third-party maintenance ("TPM") segment of the IT services sector and corporate governance concerns relating to the continuation of the company's aggressive financial policies, including incremental dividend distributions and debt financed acquisitions, also present credit risks. 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. Moody's analysis has considered the impact of the current weak global 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. As a result, the degree of uncertainty around Moody's forecasts is unusually high. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. These risks are somewhat mitigated by Park Place's strong competitive position in the TPM market, which will be enhanced by the purchase of Curvature, and the healthy long-term secular growth prospects in this sector driven by continued worldwide investment in data center infrastructure and the value proposition offered by TPM suppliers' post-warranty hardware maintenance services. Additionally, Park Place's recurring revenue-driven sales model, which is characterized by historically high retention rates, contributes to relative business predictability. The B2 ratings for Park Place's proposed first lien bank debt reflect the borrower's B3-PD PDR and a loss given default ("LGD") assessment of LGD3. The first lien ratings are one notch higher than the CFR and take into account the bank debt's priority in the collateral and senior ranking in the capital structure relative to Park Place's proposed second lien bank debt rated Caa2. Park Place's adequate liquidity is supported by a pro forma cash balance of approximately $15 million following the completion of the Curvature acquisition and related debt refinancing as well as Moody's expectation of free cash flow generation approximating 2%-3% of debt over the next 12 months. The company's liquidity is also bolstered by an undrawn $80 million revolving credit facility. Park Place's proposed term loans are not expected to be subject to a financial maintenance covenant, but the revolver will be subject to a springing covenant based on a maximum First Lien Net Leverage Ratio that is not expected to be in effect over the next 12-18 months as excess availability should remain above minimum levels. The company's financial flexibility could become more constrained in the event of weaker than expected operating performance relating to integration challenges. As proposed, the new credit facility is expected to provide covenant flexibility that if utilized could negatively impact creditors, including (i) incremental facility capacity not to exceed the greater of $170 million and 100% of adjusted EBITDA, plus additional amounts such that pro forma total net leverage does not exceed 6.4x and the interest coverage ratio does not fall below 2.0x with added flexibility at the option of the borrower, if incurred in connection with a permitted acquisition or investment, (ii) collateral leakage permitted through the transfer of assets to unrestricted subsidiaries, subject to carve-out capacity; there are no additional blocker protections (iii) requirement that only wholly owned subsidiaries act as subsidiary guarantors, raising the risk that guarantees may be released following a partial change in ownership. The credit agreement requires 100% of net cash proceeds (in excess of defined amounts) of non-ordinary course sales or other dispositions of property to be used to repay the credit facility, if not reinvested, with step-downs on the prepayment/reinvestment requirement to 50% and 0%, respectively, based upon the achievement of the First Lien Net Leverage Ratio (as defined) of less than or equal to 0.50x and 1.00x inside the Closing Date First Lien Net Leverage Ratio (as defined). The negative outlook reflects Moody's expectation that Park Place's top line will decline modestly on a pro forma basis over the next 12 months while the initial realization of cost synergies drives a modest improvement in EBITDA during this period. Debt/EBITDA (Moody's adjusted for operating leases) is expected to decline modestly, but remain above 9x during this period. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Park Place reduces debt/EBITDA (Moody's adjusted) to below 6x and sustains annual free cash flow to debt above 5% while maintaining adequate liquidity and adhering to balanced financial policies. The ratings could be downgraded if Park Place's revenue contracts materially from current levels and the company begins to generate free cash flow deficits leading to expectations for diminished liquidity and Debt/EBITDA sustained above 7x. Park Place, based in Cleveland, Ohio, is a global TPM provider for data center storage, server, and network hardware OEM equipment and provides additional maintenance services including asset relocation, hardware disposal, upgrades, and installations. Park Place's portfolio of products and services also includes ParkView hosted services, Entuity Network Analytics, and its Enterprise Operations Center. The company is principally owned by GTCR, LLC ("GTCR") and Charlesbank Capital Partners ("Charlesbank"). Moody's expects the company to generate revenue of approximately $575 million in 2021. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. PATRIOT NATIONAL: Court OKs $14 Million Ch. 11 Settlement Bids -------------------------------------------------------------- Law360 reports that the Delaware bankruptcy court has approved two settlement bids of nearly $14 million from the litigation trustee for bankrupt insurance services firm Patriot National Inc. , bringing an end to his Chancery Court claims against some of the company's former directors. U.S. Bankruptcy Judge Christopher S. Sontchi ruled Friday, October 16, 2020, that the trustee's settlement bids are "fair" and "in the best interests of the debtor's estate" and its creditors. The $13.95 million settlement proposals, made in May and September respectively, cover 13 of the 20 directors who are defendants in the suit. About Patriot National Fort Lauderdale, Florida-based Patriot National, Inc., also known as Old Guard Risk Services, Inc., through its subsidiaries, provides agency, underwriting and policyholder services to its insurance carrier clients, primarily in the workers' compensation sector. Patriot National -- http://www.patnat.com/-- provides general agency services, technology outsourcing, software solutions, specialty underwriting and policyholder services, claims administration services and self-funded health plans to its insurance carrier clients, employers and other clients. Patriot was incorporated in Delaware in November 2013. The Company completed its initial public offering in January 2015 and its common stock is listed on the New York Stock Exchange under the symbol "PN." Patriot National, Inc., and affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10189) on Jan. 30, 2018. In the petitions signed by CRO James S. Feltman, the Debtors disclosed $159.4 million in total assets and $242.2 million in total debt as of Dec. 31, 2017. The Debtors have tapped Laura Davis Jones, Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP and Kathryn A. Coleman, Esq., Christopher Gartman, Esq., and Jacob Gartman, Esq., at Hughes Hubbard & Reed LLP as bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as co-counsel and conflicts counsel; Duff & Phelps, LLC, as financial advisor; and Conway Mackenzie Management Services, LLC, as provider of EVP of Finance and related advisory services. Prime Clerk LLC -- https://cases.primeclerk.com/patnat -- is the Debtors' claims, noticing and balloting agent. James S. Feltman of Duff & Phelps, LLC, has been tapped as chief restructuring officer to the Debtors. The Office of the U.S. Trustee has named two creditors -- Jessica Barad and MCMC LLC -- to serve on an official committee of unsecured creditors in the Debtors' cases. PEARL RESOURCES: Joint Subchapter V Reorganization Plan Confirmed ----------------------------------------------------------------- In the bankruptcy cases captioned IN RE: PEARL RESOURCES LLC, et al. PEARL RESOURCES OPERATING CO. LLC, Chapter 11, Debtors, Case Nos. 20-31585, 20-31586 (Bankr. S.D. Tex.), Bankruptcy Judge Eduardo V. Rodriguez issued a memorandum opinion confirming Debtors Pearl Resources LLC and Pearl Resources Operating Co. LLC’s jointly administered subchapter V Plan dated August 21, 2020. These creditors filed their objections to confirmation of Debtors' Plan: Pilot Thomas Logistics, LLC; TransCon Capital, LLC; Nabors Drilling Technologies USA, Inc.; and Terrell CAD, Harris County, Pecos County. The Terrell CAD objection was subsequently withdrawn, leaving only Pilot Thomas, TransCon, and Nabors. Effective Feb. 19, 2020, the Small Business Reorganization Act of 2019 ("SBRA") added new subchapter V provisions designed to streamline the reorganization process for small business debtors. While the definition of a small business debtor under 11 USC section 101(51D) has some conforming changes, the aggregate debt limit of $2,725,625 does not change. However, the Coronavirus Aid, Relief, and Economic Security Act has temporarily raised the aggregate debt limit to $7,500,000, effective March 25, 2020 and which sunsets on March 25, 2021. Thus, under the SBRA, a section 101(51D) "small business debtor" that files Chapter 11 has two options: (1) proceed as a subchapter V case by electing subchapter V, or (2) proceed as a BAPCPA "small business case" by not electing subchapter V. Pearl Resources LLC and Pearl Resources Operating Co. LLC both elected to proceed under subchapter V of the United States Bankruptcy Code. As a matter of first impression, the Court conducted a contested confirmation hearing on the jointly administered subchapter V Debtors' plan of reorganization on August 13, 2020. At the conclusion, the Court ordered that a modified plan consistent with the Court's oral ruling be filed no later than August 20, 2020, took the matter under advisement and ordered briefing. Section 1125 of the Bankruptcy Code normally requires a disclosure statement that provides adequate information regarding the debtor's plan of reorganization and implementation of the plan of reorganization. However, subchapter V includes several features designed to facilitate the efficient and economical administration of the case and the prompt confirmation of a plan. These features include elimination of, inter alia, a separate disclosure statement unless the court orders otherwise. Although no disclosure statement is required, the subchapter V plan must, at a minimum, contain the following: (a) a brief history of the subchapter V debtor's business operations; (b) a liquidation analysis;(c) projections with respect to the ability of the subchapter V debtor to make payments under the proposed plan; (d) the submission of all or a portion of the subchapter V debtor's post-petition income from future earnings or (other future income) to the supervision and control of the trustee "as is necessary for the execution of the plan"; and (e) in a nonconsensual subchapter V plan, such as the case here, appropriate remedies that may include liquidation of nonexempt assets to protect the holders of claims or interests in the event plan payments are not made.Apart from the mandatory provisions, a subchapter V debtor's plan may contain any additional provisions that are consistent with the Bankruptcy Code but which are not applicable in the instant case. Section 1190(1)(A) requires that a debtor include in its plan "a brief history of the business operations of the debtor." Here, the Debtors included the following business history in their Plan filed on August 21, 2020. The Debtors are Texas limited liability companies with their corporate offices in Houston, Texas. The Debtors have outsourced to third parties all of the operational aspects of their business, except for their finance and administrative functions. Myra A. Dria managed the Debtors' finances, administrative functions, and directs operations of their third-party contractors. The primary asset of Debtors are oil and gas leases located in Pecos County, Texas. Dr. Dria is the founder and Managing Member of Pearl Resources and through Pearl Resources, the Managing Member of Pearl Operating. Dr. Dria graduated from the University of Texas with a Ph.D. in Petroleum Engineering with Honors in 1988. The Debtors have under lease 2,240 acres in Pecos County, Texas. In addition, the Debtors are in a dispute concerning an additional 320 acres located in the south half of Section 22. Adjacent operators are Jagged Peak Energy Inc. and Parsley Energy LLC, both publicly owned entities. The Debtors' primary business has been to develop, design and build infrastructure to support drilling operations, and drill and manage new oil and gas wells with production batteries on their lease acreage in Pecos County. The Debtors also operate two wells located in Pecos County: Brandenburg Well No.1 and the Garnet State No. 3. The Court found that the Debtors' Plan provides more than an adequate history of the business operations and therefore satisfies section 1190(1)(A). Section 1190(1)(B) requires that a debtor include a liquidation analysis in its plan of reorganization. Here, the Debtors' plan of reorganization states that "[t]he total amount of unpaid and unresolved non-insider claims asserted against the Debtors is approximately $1,200,000."Dr. Dria's uncontroverted testimony was that the Wolfcamp development on S/2 of Section 20 has a NPV10 value of $22,420,000, the Garnet State Mineral Leasehold -- Undeveloped, Proven, Acreage is valued at $35,390,000, the Garnet State Lease Collateral34 is valued at $7,440,000; the Brandenburg Mineral Leasehold -- Undeveloped, Proven, Acreage is valued at $13,602,648 and the Brandenburg Leasehold, Undeveloped, Proven, Acreage is valued at $50,782,770.35 Even including Dr. Dria's DIP Loan, the value of the Debtors' assets far exceed the total amount of claims that would be required to be paid if Debtors were liquidated. Exhibit C attached to the Debtors' Plan provides a more detailed presentation of the value of the Debtors' assets. The Plan provides for full and complete satisfaction of all allowed claims with interest. The Court, therefore, found that the Debtors' liquidation analysis satisfies section 1190(1)(B). Under the fair and equitable standard in a subchapter V case, the requirements in section 1129(b)(2)(A) for cramdown confirmation regarding a class of secured claims remain applicable. As an initial matter, each of the Objecting Creditors hold claims that have not yet been allowed, as they are subject to pending adversary complaints contesting the validity of their claims. Currently, however, the Objecting Creditors are secured by mineral interests in Debtors' property. There is no dissenting unsecured class of creditors. Section 1129(b)(2)(A)(iii) provides that the condition for a plan to be fair and equitable with respect to a class of secured claims may be satisfied if it provides "for the realization by such holders of the indubitable equivalent of such claims." First, the indubitable equivalent is tied to a "claim," not the property securing the claim. This is an important distinction because the Objecting Creditors vehemently argue that the Debtors cannot modify their lien rights in any fashion and still satisfy the indubitable equivalent standard. The Objecting Creditors focus their attention on the pre-petition collateral, as opposed to their claims. Assessing the requirements, the Court found that that the Plan more than satisfies the stringent indubitable equivalent standard. The Plan provides 6 to 1 value-to-debt equity cushion. The Debtors' liability remains recourse and the Debtors commit to use their best efforts to develop the West Acreage, which will inure to the benefit of the Objecting Creditors, as well as all creditors. The Debtors remain responsible to sell sufficient assets to pay Allowed Claims that are not paid within two years. And, if the Debtors are unable to perform, the Objecting Creditors have their Retained Lien (on property valued at $7.4 million), as well as the Springing Lien. Dr. Dria's valuation testimony supports Debtors' contention that the Retained Lien, along with the other protections in the Plan, provide the Objecting Creditors with the indubitable equivalent of their claims, even when viewed through a stringent indubitable equivalent standard. In light of the evidence and testimony, the Court found that the Debtors' Plan satisfies section 1129(b)(2)(A). Accordingly, when all other confirmation standards are met, except those set out in paragraphs (8), (10), and (15), the cramdown rules under section 1191(b) provide that the court shall confirm a nonconsensual plan, on request of the debtor, if (with respect to each impaired class that has not accepted it) the plan (1) does not discriminate unfairly and (2) is fair and equitable. Therefore, for the reasons discussed, and pursuant to section 1191(b),the Debtors' Plan is confirmed. A copy of the Court's Memorandum Opinion is available at https://bit.ly/3odMp8q from Leagle.com. About Pearl Resources Pearl Resources, LLC is a privately held company in the oil and gas extraction industry. Pearl Resources and Pearl Resources Operating Co., LLC filed their voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-31585) on March 3, 2020. The petitions were signed by Myra Dria, manager and sole member of Pearl Resources Operating and manager of Pearl Resources. At the time of the filing, each Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. The Debtors tapped Walter J. Cicack, Esq., at Hawash Cicack & Gaston, LLP, as legal counsel and David G. Gullickson as accountant. PHARMAGREEN BIOTECH: Court Tosses Chapter 11 Bankruptcy Filing -------------------------------------------------------------- Law360 reports that a company raising money to operate a cannabis business in Canada said Monday, October 19, 2020, it won't appeal a federal judge's ruling that it can't pursue Chapter 11 bankruptcy due to marijuana's illegality in the United States. The Nevada bankruptcy judge's ruling is significant for the additional light it sheds on when cannabis companies can -- and can't -- utilize U. S. bankruptcy protections. In an Oct. 7, 2020 order, U.S. Bankruptcy Judge Bruce Beesley dismissed Pharmagreen Biotech Inc.'s bankruptcy case, granting a motion from a group of creditors who argued that the company can't qualify as a debtor under the Bankruptcy Code. About Pharmagreen Biotech Pharmagreen Biotech, Inc. (OTC: PHBI), a company specializing in the development of highest quality tissue cultured starter plantlets for the cannabis and hemp industry Pharmagreen Biotech, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 20-13886) on Aug. 7, 2020, disclosing under $1 million in both assets and liabilities. The Debtor hired Thomas E. Crowe, Professional Law Corporation, as counsel. The Debtor tapped Andrew N. Rana as accountant. PIUS STREET ASSOCIATES: Cardiello Named as Chapter 11 Trustee ------------------------------------------------------------- The U.S. Trustee seeks approval from the Bankruptcy Court of the appointment of Natalie Lutz Cardiello, Esq. as chapter 11 trustee for Pius Street Associates, LP. About Pius Street Associates Pius Street Associates, LP is a privately held company engaged in activities related to real estate. Pius Street Associates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-21560) on April 17, 2019. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. The case has been assigned to Judge Gregory L. Taddonio. Robert O Lampl Law Office is the Debtor's legal counsel. RGN-GROUP HOLDINGS: Trustee Taps Gibbons P.C. as Legal Counsel -------------------------------------------------------------- Natasha Songonuga, the Subchapter V trustee for the estates of RGN-Group Holdings, LLC and its affiliates, received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Gibbons P.C. as her legal counsel. The firm's services are as follows: (a) advise the trustee with respect to exercising her powers and duties; (b) assist the trustee's investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors; (c) assist in the preparation of legal papers; (d) appear before the court to represent the interests of the trustee; and (e) assist in the performance of all other legal services required by trustee. The firm's current hourly rates are as follows: Directors $425 - $900 Counsel $450 - $885 Associates $310 - $460 Paralegals $185 - $305 Robert Malone, Esq., a director at Gibbons P.C., disclosed in court filings that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert K. Malone, Esq. Gibbons P.C. One Gateway Center Newark, NJ 07102-5310 Telephone: (973) 596-4500 Facsimile: (973) 596-0545 E-mail: rmalone@gibbonslaw.com About RGN-Group Holdings RGN-Group Holdings, LLC and its affiliates are primarily engaged in renting and leasing real estate properties. On Aug. 17, 2020, RGN-Group Holdings and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-11961). At the time of the filing, RGN-Group Holdings disclosed total assets of $1,005,956,000 and total liabilities of $946,016,000. Judge Brendan Linehan Shannon oversees the cases. Debtors have tapped Faegre Drinker Biddle & Reath LLP as their bankruptcy counsel, Alixpartners as financial advisor, Duff & Phelps LLC as restructuring advisor, and Epiq Corporate Restructuring LLC as claims and noticing agent. RICHMOND HILL: Taps Berger Fischoff as Legal Counsel ---------------------------------------------------- Richmond Hill Laundry, Inc. received approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Berger, Fischoff, Shumer, Wexler, Goodman, LLP as its legal counsel. The firm will render the following legal services: (a) advise the Debtor with respect to its powers and duties; (b) represent the Debtor before the court and all hearings; (c) assist the Debtor in the preparation and negotiation of a plan of reorganization with its creditors; (d) prepare legal papers; and (e) perform all other legal services for the Debtor. The firm's professionals will be paid at hourly rates as follows: Partners $435 - $575 Associates $315 - $425 Paralegals $185 The firm will be paid a retainer of $13,000 plus $1,717 to be applied against future fees of the firm incurred by the Debtor in connection with the conduct of the proceedings and for the filing fee in the matter. Berger Fischoff represents no interest adverse to the Debtor or the Debtor's estate, according to a court filing. The firm can be reached through: Heath S. Berger, Esq. BERGER, FISCHOFF, SHUMER, WEXLER, GOODMAN, LLP 6901 Jericho Turnpike, Suite 230 Syosset, NY 11791 Telephone: (516) 747-1136 E-mail: hberger@bfslawfirm.com About Richmond Hill Laundry, Inc. Richmond Hill Laundry, Inc., a Richmond Hill, N.Y.-based corporation, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-42918) on August 10, 2020. The petition was signed by Eric Ng, president. At the time of the filing, Debtor had estimated assets of less than $50,000 and liabilities of between $100,001 and $500,000. BERGER, FISCHOFF, SHUMER, WEXLER & GOODMAN, LLP is Debtor's legal counsel. SILVER STATE: Court Says Foreclosure Sale "Fraudulent" ------------------------------------------------------- In the adversary proceeding captioned Valley Ridge Roofing and Construction, LLC, Plaintiff, v. Silver State Holdings, Assignee -- 7901 Boulevard 26 LLC, 7901 BLVD 26, LLC, and Richard N. Morash, Defendants, Adversary No. 19-4043-mxm (Bankr. N.D Tex.), Valley Ridge sought judgment against Silver State and Morash through various legal claims under the Bankruptcy Code and Texas law, including preferential transfer, actual and constructive fraudulent transfer, wrongful foreclosure, breach of fiduciary duty, conspiracy, aiding and abetting, and concert of action. In addition, Valley Ridge sought recovery and turnover of the funds held in the Court's registry. Upon analysis, Bankruptcy Judge Mark X. Mullin found and concluded that the transfer of the North Richland Hills, Texas Property through foreclosure was a preferential transfer and an actual fraudulent transfer, and that Silver State has no defenses to avoidance of the transfer under Bankruptcy Code sections 547 and 548 or to Valley Ridge's recovery of the funds held in the Court's registry under section 550. The Court denied all other relief requested by the parties, unless specifically reserved for post-trial determination. Morash was the sole member, manager, and director of 7901 BLVD 26, LLC. In 2015, 7901 purchased the real property and improvements located at 7901 Boulevard 26, North Richland Hills, Texas, and leased the Property to a third-party tenant. The tenant converted the Property, formerly a Home Depot, into a high-end indoor shooting range. By early 2018, however, the tenant had defaulted on the lease, closed the shooting range, and abandoned the Property. In the meantime, the Property had suffered roof damage caused by a storm, so 7901 contracted with Valley Ridge -- a Texas limited liability company specializing in repairing and replacing roofs, including on commercial buildings -- to repair the roof. After a dispute arose over the roof-repair contract balance, the parties went to arbitration, which concluded with a judgment and a judgment lien in favor of Valley Ridge against 7901 and the Property. The Valley Ridge judgment lien on the Property was subordinate to ad valorem tax liens of Tarrant County of nearly $100,000, a $3.4 million lien held by Frost Bank, and a $180,000 third-priority lien held by the City of North Richland Hills. In late November and early December 2018, when Valley Ridge was attempting to collect on its judgment, Morash formed Silver State and caused Silver State to acquire the city's claim and lien against the Property. As the new holder of the city's third-priority lien on the Property, Silver State posted the Property for foreclosure and acquired the Property at a January 2, 2019 foreclosure sale, wiping out Valley Ridge's junior lien and leaving the Property subject only to the Tarrant County tax lien and the Frost Bank lien. Valley Ridge discovered what happened and filed an involuntary bankruptcy petition against 7901. Silver State then filed its own bankruptcy case and sold the Property to a third party under Dec. 363 of the Bankruptcy Code. The net sale proceeds of roughly $577,000, after payment of the Frost Bank lien and other claims and closing costs, are currently being held in the Court's registry. Through the Complaint, Valley Ridge sought avoidance of the Foreclosure, recovery of the Registry Funds, and other damages under various legal theories. After a thorough consideration of the facts presented, Judge Mullin held that the Foreclosure is avoidable (a) in full as a preferential transfer under section 547 of the Bankruptcy Code; (b) in full as an actual fraudulent transfer under section 548(a)(1)(A) of the Bankruptcy Code; and (c) to the extent of the value of the Property in excess of the valid liens, or $122,856.91, under Texas Business and Commerce Code section 24.005(a)(1) and section 544 of the Bankruptcy Code. Silver State has no valid defense (whether affirmative defense or otherwise) to avoidance of the Foreclosure under Bankruptcy Code sections 547 and 548(a)(1)(A) or to Valley Ridge's recovery of the funds under Bankruptcy Code section 550. A copy of the Court's Findings is available at https://bit.ly/2IPfQOa from Leagle.com. About Silver State Holdings Silver State Holdings Assignee - 7901 Boulevard 26, LLC sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 19-41579) on April 18, 2019. In the petition signed by Richard Morash, authorized signatory, the Debtor was estimated to have assets and liabilities of $1 million to $10 million. Judge Mark X. Mullin oversees the case. The Debtor tapped Davor Rukavina, Esq., at Munsch, Hardt, Kopf & Harr, P.C., as its legal counsel. SMARTOURS LLC: Files for Chapter 11 Bankruptcy ---------------------------------------------- Travel company smarTours LLC sought Chapter 11 bankruptcy protection in Delaware Oct. 19, 2020, becoming the latest tour operator to file following a global slump in travel demand. "We are pleased to let you know that smarTours has taken a big step forward today in securing our future by launching a court backed process to reorganize our business by voluntarily filing for Chapter 11. This filing was made on October 19, 2020. This is good news as our lenders and investment partners have been supportive of helping smarTours find a way forward in a very difficult time," the Company said in its Web site. The Company added, "COVID-19 has prevented smarTours from operating our tours and generating revenue. In addition, due to the unprecedented impact of COVID-19 on airlines and other operators, smarTours has been unable to recover deposits and payments made to vendors toward ultimately suspended tours. Even though we attempted to streamline operations and reduce costs, we have carefully evaluated our current situation, including sales of future tours, and it is clear that we don’t have enough cash flow to continue to operate. By filing chapter 11, we will be able to complete our restructuring and accelerate planned improvements in operations." The company is owned by Charlotte, North Carolina-based private equity firm Summit Park. About Smartours LLC smarTours LLC is a travel company that offers tour packages with airfare, hotels, and more included. Founded in 1996, smarTours is a provider of direct-to-consumer, value-oriented travel experiences to a variety of domestic and global destinations. smarTours offers both pre-packaged tours with pre-set departure dates for individual travelers and customized, private tours for 20+person passenger groups. smarTours, LLC, and an affiliate sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12625) on Oct. 19, 2020. The Hon. Karen B. Owens is the case judge. The Debtors tapped NIXON PEABODY LLP as counsel; CROSS & SIMON, LLC as local Delaware counsel; and ARISTE ADVISORS LLC as financial advisor. PRIME CLERK LLC is the claims agent. SMYRNA READY: Moody's Assigns B1 CFR, Outlook Stable ---------------------------------------------------- Moody's Investors Service assigned a first-time B1 Corporate Family Rating and B1-PD Probability of Default Rating to Smyrna Ready Mix Concrete, LLC (Smyrna), a leading provider of construction materials to metropolitan areas across twelve states (including Tennessee, Florida, Kentucky and Georgia). Moody's also assigned a B1 rating to Smyrna's proposed $315 million senior secured term loan facility maturing in 2027. The outlook is stable. The proceeds from the term loan and an additional secured debt offering will be used to fund several pending acquisitions across the company's footprint, which will further strengthen Smyrna's market position in the ready-mix concrete business. Pro forma for the bolt-on acquisitions and the proposed financing, Moody's projects the company's leverage will be 3.9x at December 31, 2020 (including Moody's adjustments). "While the proposed financing will temporarily increase Smyrna's financial risk profile, the agreed upon bolt-on acquisitions will strengthen the company's long-term competitive positioning and enhances its long-term business prospects. " said Emile El Nems, a Moody's VP-Senior Analyst. Assignments: Issuer: Smyrna Ready Mix Concrete, LLC Probability of Default Rating, Assigned B1-PD Corporate Family Rating, Assigned B1 Gtd. Senior Secured Term Loan, Assigned B1 (LGD4) Outlook Actions: Issuer: Smyrna Ready Mix Concrete, LLC Outlook, Assigned Stable RATINGS RATIONALE Smyrna's B1 Corporate Family Rating reflects the company's market position as a one of the leading regional producers of construction materials in Tennessee, Florida, Georgia and Kentucky, its vertically integrated asset base and broad customer base. In addition, Moody's credit rating is supported by the company's strong EBITDA margins, commitment to reduce leverage and to maintain a good liquidity profile. At the same time, Moody's rating takes into consideration the company's vulnerability to cyclical end markets, the competitive nature of its ready-mix concrete business, and material revenue exposure to Tennessee and Florida. Governance risks considered for Smyrna include the company's acquisitive strategy, its financial policy, family control, and lack of independent board members. This is partially mitigated by Smyrna's historical focus on execution, reinvestment in the business, and commitment towards a disciplined financial policy. The stable outlook reflects Moody's expectation that Smyrna will steadily grow its revenues, maintain its strong operating performance, generate solid free cash flow, and remain committed to reducing its debt leverage. This is largely driven by its view that the US economy will improve sequentially and remain supportive of the company's underlying growth drivers. Moody's expects Smyrna to maintain a good liquidity profile over the next 12-18 months. Pro forma for the transaction, Smyrna's liquidity position is supported by approximately $15 million of cash (at December 31, 2020), a $100 million asset based revolving credit facility (unrated), which will remain mostly undrawn and Moody's expectation that the company will generate more than $50 million in free cash flow in 2021. The asset based revolving credit facility, which expires in 2025, is governed by a springing fixed-charge coverage ratio of 1.0x, that comes into effect if availability under the asset based revolving credit facility is less than 15% of the total revolver availability. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if: -- Debt-to-EBITDA is below 3.5x for a sustained period of time -- EBIT-to-Interest expense is above 2.0x for a sustained period of time -- The company maintains its strong operating performance and its liquidity profile -- The company demonstrates a conservative financial policy The ratings could be downgraded if: -- Debt-to-EBITDA is above 4.5x for a sustained period of time -- EBIT-to-Interest expense is below 2.0x for a sustained period of time -- The company's operating performance and liquidity profile deteriorates The principal methodology used in these ratings was Building Materials published in May 2019. Smyrna Ready Mix Concrete, LLC is a manufacturer and retailer of ready-mixed concrete in Tennessee, Florida, Kentucky, Ohio, Indiana, Texas, Georgia, Alabama, Arkansas, Michigan, South Carolina and Virginia. The company operates within two primary segments: (i) ready-mixed concrete, which accounts for more than 90% of revenue, and (ii) aggregate products. The company currently owns and operates 203 active plants, 162 of which have daily yardage volumes ranging from 100 -- 2,000 yards per day per plant. Most of Smyrna's plants are located within a 50-minute driving time of multiple metropolitan areas. Pro forma basis for recent and planned acquisitions, revenue and adjusted EBITDA for the last twelve months ending June 30, 2020, would have been approximately $1.1 billion and $222 million, respectively. SPIRIT OF CHRIST: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Spirit of Christ Center and Ministries, Inc. 1455 NW 183rd Street Miami, FL 33169 Business Description: Spirit of Christ Center and Ministries, Inc. is a religious organization. Chapter 11 Petition Date: October 21, 2020 Court: United States Bankruptcy Court Southern District of Florida Case No.: 20-21491 Judge: Hon. Laurel M. Isicoff Debtor's Counsel: Mark S. Roher, Esq. LAW OFFICE OF MARK S. ROHER, P.A. 150 S. Pine Island Road Suite 300 Fort Lauderdale, FL 33324 Tel: (954) 353-2200 E-mail: mroher@markroherlaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Cecil Lamb, president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7YLGTZI/Spirit_of_Christ_Center_and_Ministries__flsbke-20-21491__0001.0.pdf?mcid=tGE4TAMA STAGE STORES: A&G Completes Sale of Real Estate Assets ------------------------------------------------------ A&G Real Estate Partners on Oct. 21, 2020, announced that it has completed bankruptcy court-approved sales of Stage Stores, Inc.'s Jacksonville, Texas distribution center and two other properties to two buyers. The Melville, N.Y.-based A&G has been serving as real estate advisor for the Houston-headquartered retailer, which operated 738 conventional department stores and off-price stores under multiple brands at the time it filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code in May 2020. The company has since liquidated all stores. In the largest of the transactions, Bealls Inc. acquired the fee interest for Stage's 435,196-square-foot distribution center in Jacksonville, Texas, which sits on a 42.51-acre parcel that includes undeveloped land for expansion. In the largest of the transactions, Bealls Inc. acquired the fee interest for Stage's 435,196-square-foot distribution center in Jacksonville, Texas, which sits on a 42.51-acre parcel that includes undeveloped land for expansion. In the largest transaction, Bradenton, Fla.-based Bealls Inc. acquired the fee interest for Stage's 435,196-square-foot distribution center in Jacksonville, which sits on a 42.51-acre parcel that includes undeveloped land for expansion. The facility was built in 1985 and has undergone multiple rounds of modernization to accommodate brick-and-mortar and e-commerce fulfillment. Apart from the real estate, Bealls' winning $7.0 million bid included the facility's machinery and equipment, and the company's intellectual property. A&G also sold two other sites owned by Stage Stores: an income producing industrial RTV (return to vendor ) center in Jacksonville and a retail site in Logan, West Virginia. Both were acquired by Jetall Companies, Inc., a real estate investment and management firm out of Houston. Located on 6.45 acres, the 125,232-square-foot RTV center is currently partially occupied by a single tenant. The 24,332-square-foot retail property is a single-level former Peebles store on Stratton Street in downtown Logan. "Jetall purchased the two properties for a combined $360,000, which was $100,000 higher than the other bids presented to the court," said Mike Matlat, Senior Managing Director at A&G. A&G put the three properties up for bid in early August. "We ran an accelerated sales process that delivered winning bids which were accepted by the court without any objections from the creditors," noted Matlat. " Overall, we were especially pleased to see the Jacksonville distribution center transition on a turnkey basis to an expansion-minded retailer that will utilize this state-of-the-art facility to support its growth." The family-owned Bealls Inc. currently operates more than 540 stores in 17 states under the Bealls, Bealls Outlet, Burkes Outlet, Home Centric and Bunulu names, and online at beallsflorida.com and burkesoutlet.com. The intellectual property acquired by Bealls Inc. from the court includes the trademarks and trade names for Stage Stores, Goody's, Gordmans, Palais Royal, and Peebles, as well as the national rights for the Bealls name. In addition, Bealls acquired all of Stage's private label brands and customer lists. Commenting on their acquisition, Matt Beall, CEO and Executive Chairman of Bealls Inc., said: "We are very excited about this transaction for many reasons. The distribution center will allow us to gain additional merchandise processing capacity to support our expansion efforts. This is our first owned logistics facility located outside of the state of Florida. With our Burke's Outlet chain expanding throughout the U.S., it is important that we shore up our foundation to support this growth." "We are also excited to now own the national rights to the Bealls name," he continued. "While Beall's Inc. had rights to use the name Beall's in Florida, Georgia and Arizona, Stage had previously owned the rights to use the name nationally. We believe that this will reduce confusion and create opportunities for us as we look to further grow our store and e-commerce presence." About A&G Real Estate Partners A&G is a team of seasoned commercial real estate professionals and subject matter experts that delivers strategies designed to yield the highest possible value for clients' real estate. Key areas of expertise include occupancy cost reductions, lease terminations, dispositions, structured real estate sales, real estate due diligence, valuations, acquisitions, and facilitation of growth opportunities. Utilizing its marketing knowledge, reputation and advanced technology, A&G has advised the nation's most prominent retailers and corporations in both healthy and distressed situations. The firm's team has achieved rent-reduction and occupancy-cost savings approaching $6 billion on behalf of clients in every real estate sector, while selling more than $12 billion of non-core properties and leases. Founded in 2012, A&G is headquartered in Melville, N.Y. and also has an office in Chicago. For more information, please visit: http://www.agrep.com/ About Stage Stores Inc. Stage Stores, Inc. (SSI) and its affiliates are apparel, accessories, cosmetics, footwear, and home goods retailers that operate department stores under the Bealls, Goody's, Palais Royal, Peebles, and Stage brands and off-price stores under the Gordmans brand. It operates approximately 700 stores across 42 states. Stage Stores' department stores predominately serve small towns and rural communities and its off-price stores are mostly located in mid-sized Midwest markets. Visit http://www.stagestoresinc.comfor more information. Stage Stores and affiliate, Specialty Retailers, Inc., sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-32564) on May 10, 2020. As of Nov. 2, 2019, Stage Stores had total assets of $1,713,713,000 and total debt of $1,010,210,000. The Hon. David R. Jones is the case judge. The Debtors tapped Kirkland & Ellis LLP as bankruptcy counsel; Jackson Walker L.L.P. as local bankruptcy counsel; PJ Solomon, L.P. as investment banker; Berkeley Research Group, LLC as restructuring advisor; and A&G Realty Partners, LLC as real estate consultant. Gordon Brothers Retail Partners, LLC manages Debtors' inventory clearance sales. Kurtzman Carson Consultants, LLC is Debtors' claims agent. Cooley LLP and Cole Schotz P.C. represent the committee of unsecured creditors appointed in Debtors' Chapter 11 cases. STEIN MART INC: Sells IP as It Winds Down Business in Bankruptcy ---------------------------------------------------------------- Ben Unglesbee of Retail Dive reports that as Stein Mart winds down its physical business in bankruptcy, its intellectual property is going up for sale. The federal bankruptcy court overseeing Stein Mart's Chapter 11 case approved the hire of Hilco Streambank, which specializes in IP disposition, to handle the sale. Under the agreement, Hilco will be responsible for marketing Stein Mart's IP to potential buyers while receiving a percentage of the proceeds with a sale. Stein Mart filed for bankruptcy in August 2020 with dim hopes of a possible sale of the company as an intact physical retailer and a plan to liquidate if no buyer emerged. In its early court filings, officials with the company acknowledged the likelier outcome was liquidation given a continued tough retail market with an ongoing pandemic crisis. The company suffered in multiple ways because of COVID-19. It started out the year with announced acquisition after years of lacklaster performance. But the market disruption ultimately killed the deal. CEO Hunt Hawkins said in court papers that, after Stein Mart's stores reopened, customers were returning and the company may have been able to survive with support from lenders, landlords and suppliers. But then COVID-19 cases surged in states where Stein Mart operates a huge chunk of its footprint — namely California, Texas and Florida, which collectively accounted for nearly 40% of the stores Stein Mart had when it filed. All of that is to say there may well have been remaining value in Stein Mart's business, if at a smaller scale. But it lacked the resources to survive the current crisis. Depending on who buys it and why, an IP sale could allow Stein Mart a second chance as an e-commerce specialist, or even a physical retailer, should the buyer decide to open new stores, as happened in the cases of Toys R Us, Charlotte Russe, Charming Charlie and others. 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 f ashion 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. SUR LA TABLE: Judge to Confirm $89-Million Sale Plan ---------------------------------------------------- Jeannie O'Sullivan of Law360 reports that a New Jersey bankruptcy judge said Wednesday, October 21, 2020, that he planned to confirm Sur La Table's Chapter 11 plan, which entails an $89 million assets sale to a private equity venture and would preserve about half its brick-and-mortar footprint. U.S. Bankruptcy Judge Michael B. Kaplan praised the "extraordinary" work of all counsel during the three months since the upscale kitchenware purveyor arrived in bankruptcy court with a $100 million debt load and stalking horse offer in place. That stalking horse offer, by Fortress Investment Group, was bested a month later at auction by SLT Lending JV, which also agreed to assume about 50 store leases. Judge Kaplan noted that jobs were saved thanks to the hard work of the counsel involved in the case. "The work involved in this case was extraordinary," Judge Kaplan said. The judge also overrode objections by the U.S. Trustee to plan provisions regarding consensual third-party releases and an injunction barring claims against released parties. The consensual third-party release provision states that creditors are waiving all rights to claims unless they opt out of the release or file an objection. Attorney Lauren Bielskie, representing the U.S. Trustee, said that doesn't give enough consideration to creditors who do neither, rendering the releases essentially nonconsensual. "It is the U.S. Trustee's position that affirmative consent cannot be inferred from silence," Bielskie told Judge Kaplan, acknowledging that courts are split on the issue. In support of its request that the injunction provision be removed, the U.S. Trustee said in its objection that confirmations don't serve as injunctions and noted that an automatic stay against claims is already in place and binding to all parties. Judge Kaplan said he appreciated the objections, but disagreed. He said he felt proper notice was given regarding the options to opt out of or file objections to the consensual third-party releases and that the injunction language simply clarifies the parties' respective rights. In the announcement about its July bankruptcy filing, the upscale kitchenware purveyor said the process would result in a revitalized company poised to thrive in the post-COVID-19 environment. The company's insolvency came amid a wave of bankruptcies filed by retailers such as Pier 1 Imports, J.C. Penney, Lord & Taylor, New York & Co.'s parent and Modell's just before or during height of the pandemic-prompted business shutdowns. About Sur La Table Sur La Table, Inc. -- https://www.surlatable.com/ -- is a privately held retail company that sells kitchenware products, including cookware, bakeware, kitchen tools, knives, small appliances, dining and home products, coffee and tea, food, and outdoor cookware. SLT Holdco, Inc. and affiliate, Sur La Table, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Tex. Lead Case No. 20-18368) on July 8, 2020. The petition was signed by Jason Goldberger, chief executive officer. At the time of the filing, SLT Holdco was estimated to have assets and liabilities of between $10 million to $50 million. Sur La Table was estimated to have assets and liabilities of between $100 million to $500 million. Michael D. Sirota, Esq., Warren A. Usatine, Esq., David M. Bass, Esq., Jacob S. Frumkin, Esq. of Cole Schotz P.C., serve as counsel to the Debtors. SOLIC Capital is the Debtors' financial advisor and investment banker. A&G Realty Partners LLC acts as the Debtors' real estate advisor. Great American Group, LLC and Tiger Capital are the Debtors' sales consultant. Omni Agent Solutions is the Debtors' claims and noticing agent. Sur La Table operated 121 stores, kitchenware brands and products tailored for cooking preparation and presentation. The privately held retailer began in Seattle's Pike Place Market in 1972 and was bought by the Behnke family in 1995. In September 2011, alternative investment products provider Investcorp Bank BSC, which is now referred to as simply Investcorp, announced its acquisition of Sur La Table from private equity firm Freeman Spogli & Co. and the Behnke family. Sur La Table is represented by Michael D. Sirota, Jacob Frumkin and David M. Bass of Cole Schotz PC. SLT Lending is represented by Sean J. Kirby, Michael T. Driscoll and Justin Bernbrock of Sheppard Mullin Richter & Hampton LLP. TRIDENT BRANDS: Incurs $12.7 Million Net Loss in Third Quarter -------------------------------------------------------------- Trident Brands Incorporated filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $12.70 million on $273,044 of net revenues for the three months ended Aug. 31, 2020, compared to a net loss of $2.14 million on $342,109 of net revenues for the three months ended Aug. 31, 2019. For the nine months ended Aug. 31, 2020, the Company reported a net loss of $27.02 million on $679,031 of net revenues compared to a net loss of $9.13 million on $1.74 million of net revenues for the same period last year. As of Aug. 31, 2020, the Company had $2.54 million in total assets, $58.07 million in total liabilities, and a total stockholders' deficit of $55.54 million. As of Aug. 31, 2020, the Company had $82,658 in cash and a working capital deficit of $47,165,954. The Company also has generated losses and has an accumulated deficit as of Aug. 31, 2020. The Company said these factors raise substantial doubt about the ability of the Company to continue as a going concern. The Company completed additional long-term financing with the non-US institutional investor, receiving proceeds of $3,400,780 on Nov. 30, 2018, $2,804,187 on April 13, 2019 and $3,795,033 (less $936,168 withheld for interest payments up to and including June 30, 2020) on Nov. 6, 2019 through the issuance of secured convertible promissory notes. On March 5, 2020, the 2018 Convertible Note was amended to increase the amount of the 3rd tranche by $936,168 representing the amount previously withheld as interest payment. The payment was received on March 12, 2020. However, unless management is able to obtain additional financing, the Company may not be able to meet its funding requirements during the next 12 months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1421907/000147793220005975/tdnt_10q.htm About Trident Brands Based in Brookfield, Wisconsin, Trident Brands Incorporated, f/k/a Sandfield Ventures Corp., is focused on the development of high growth branded and private label consumer products and ingredients within the nutritional supplement, life sciences and food and beverage categories. The platforms the Company is focusing on include: life science technologies and related products that have applications to a range of consumer products; nutritional supplements and related consumer goods providing defined benefits to the consumer; and functional foods and beverages ingredients with defined health and wellness benefits. Trident Brands reported a net loss of $12.22 million for the 12 months ended Nov. 30, 2019, compared to a net loss of $8.42 million for the 12 months ended Nov. 30, 2018. As of May 31, 2020, the Company had $2.91 million in total assets, $45.75 million in total liabilities, and a total stockholders' deficit of $42.84 million. MaloneBailey, LLP, in Houston, Texas, the Company's auditor since 2015, issued a "going concern" qualification in its report dated March 16, 2020, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. TRUE RELIGION: Emerges From Chapter 11 Bankruptcy ------------------------------------------------- Iconic apparel brand True Religion successfully emerged from chapter 11 bankruptcy on October 19, 2020, under a court-approved plan of reorganization that significantly reduced the Company’s debt and provides the Company with liquidity to execute upon its growth plans over the next several years. Even amid a global pandemic, True Religion's strong brand identity enabled the development and confirmation of a plan of reorganization that paves the path for its continued success. This could not have been achieved without its devoted customer base, dedicated employees and in partnership with its wholesale partners, lenders and vendors. "We want to thank the Company's loyal and diverse customer base, which remained faithful to the brand both prior to and during the pandemic. We are incredibly thankful and completely indebted to our customers who have showed us consistent support during a period that was challenging in so many ways." Michael Buckley, who rejoined the Company as Chief Executive Officer in November of 2019 to execute the necessary changes to achieve the Company's full potential across its various channels, previously served as President of True Religion from 2006 to 2010 during the company’s rapid growth phase, commented: "We want to thank the Company's loyal and diverse customer base, which remained faithful to the brand both prior to and during the pandemic. We are incredibly thankful and completely indebted to our customers who have showed us consistent support during a period that was challenging in so many ways." Buckley continued, "We thank our new management team and all the Company's employees for their dedicated support in turning this business around. Although we had to make the very difficult decision to lower our overall store count and employee base, our successful emergence from bankruptcy as a stronger company is a testament to the contribution of all of our employees throughout the brand's history. The reorganization has allowed the company to reduce its operating costs and lower its debt load, and emerge a profitable, lean operating company with a healthy balance sheet. The path is now clear for True Religion to continue its reinvigoration of its iconic American brand." Collaboration from lenders and other vendor partners in the bankruptcy case also proved pivotal. Simon Property Group, the landlord on a substantial number of True Religion's retail stores, was an essential partner in the Company's reorganization. True Religion's lenders, including Farmstead Capital Management and Crystal Financial, also worked tirelessly to reach an agreement and facilitate the company's turnaround. "We are grateful for the tremendous support and collaboration from Simon Property, Farmstead Capital Management, and Crystal Financial, among others, without whose partnership and belief in True Religion's prospects we would not be embarking on this exciting next chapter in the Company's journey." About True Religion Apparel Founded in Los Angeles, Calif., in 2002, True Religion Apparel, Inc. and its affiliates design, market, sell and distribute premium fashion apparel centered on their core denim products using the brand names "True Religion" and "True Religion Brand Jeans." The companies' products are distributed through wholesale and retail channels and through the website at www.truereligion.com. On a global basis, the companies had 87 retail stores and over 1,000 employees as of April 13, 2020. True Religion Apparel and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-10941) on April 13, 2020. At the time of the filing, Debtord disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Christopher S. Sontchi oversees the cases. Debtors tapped Cole Schotz P.C. as legal counsel; Akin Gump Strauss Hauer & Feld, LLP as corporate counsel; Province, Inc. as financial advisor; Retail Consulting Services, Inc. as real estate advisor; and Stretto as claims and noticing agent. Richard Lynch of HRC Advisory, LP is Debtors' interim chief financial officer. TRUE RELIGION: Unsecureds to Get Recovery From Avoidance Actions ---------------------------------------------------------------- True Religion Apparel, Inc., et al., submitted a Third Amended Joint Chapter 11 Plan of Reorganization. Class 3 DIP New Money Obligation Claims are impaired. Each Holder of an Allowed Class 3 Claim will receive in full satisfaction, settlement, discharge and release of its Allowed Class 3 Claim, its Pro Rata share of the Exit Term Facility, in the original principal amount of the DIP New Money Obligations ($11,407,562.50) plus (i) the Senior DIP Backstop Fee (as defined in the DIP Credit Agreement), (ii) the Senior DIP Lender Fees (as defined in the DIP Credit Agreement), (iii) all other principal amounts outstanding thereon arising from interest payable in kind on the DIP New Money Obligations, the Senior DIP Backstop Fee and the Senior DIP Lender Fees, and (iv) accrued and unpaid interest on the foregoing up to and including the Effective Date. Class 4 Rolled-Up Term Loan Obligation Claims are impaired. Each Holder of an Allowed Class 4 Claim will receive in full satisfaction, settlement, discharge and release of its Claim, its Pro Rata share of the Convertible 2L Debt, in the original principal amount of the Rolled-Up Term Loan Obligations ($45,630,250.00) plus (i) all principal amounts outstanding thereon arising from interest payable in kind on the Rolled-Up Term Loan Obligations and (ii) accrued and unpaid interest on the foregoing up to and including the Effective Date. Class 5 Non-Rolled-Up Prepetition Term Loan Obligation Claims are impaired. Each Holder of an Allowed Class 5 Claim will receive in full satisfaction, settlement, discharge and release of its Claim, (a) the Farmstead Release, to the extent each such Holder is a Releasing Equity Holder or Releasing Class 5 Holder, (b) its Pro Rata share of the New Common Shares of Reorganized Holdings to be distributed pursuant to this Plan, subject to dilution on account of (i) the conversion of the Convertible 2L Debt and (ii) distribution of equity under the Management Incentive Plan, and (c) its Pro Rata share of the Class 5 Preferred Shares to be distributed pursuant to this Plan, provided that such Holder of an Allowed Class 5 Claim (other than members of the Ad Hoc Group of Non-Rolled-Up Term Loan Lenders) completes and returns an executed copy of the Class 5 Preferred Shares Opt-In Form. Class 6 General Unsecured Claims are impaired. Holders of Allowed Class 6 Claims will receive in full discharge of, and in exchange for, its Claim, distributions of Cash from the Avoidance Actions Trust pursuant to the terms of this Plan and the Avoidance Actions Trust Agreement. Class 7 Equity Interests are impaired. Holders of Class 7 Equity Interests shall not receive a Distribution on account of such Interests. Except as otherwise provided in the Plan or the Confirmation Order, on or after the Effective Date, all property and Assets of the Estates (including, without limitation, Causes of Action, Litigation Claims, and, unless otherwise waived or released pursuant to an order of the Bankruptcy Court or the Plan, Avoidance Actions, but excluding the Schedule Avoidance Actions, which shall vest in the Avoidance Actions Trust on the Effective Date) and any property and Assets acquired by the Debtors pursuant to the Plan will vest in the Reorganized Debtors or their successor, including under the Alternative Structures, free and clear of all Liens, Claims, charges or other encumbrances. The Reorganized Debtors shall be authorized to enter into the Exit Term Facility on the Effective Date. A full-text copy of the Third Amended Joint Chapter 11 Plan of Reorganization dated October 5, 2020, is available at https://tinyurl.com/y4zbhd54 from PacerMonitor.com at no charge. Counsel for the Debtors: Justin R. Alberto COLE SCHOTZ P.C. 500 Delaware Avenue, Suite 1410 Wilmington, Delaware 19801 Telephone: (302) 652-3131 E-mail: jalberto@coleschotz.com – and – Seth Van Aalten 1325 Avenue of the Americas, 19th Floor New York, New York 10019 Telephone: (212) 752-8000 E-mail: svanaalten@coleschotz.com About True Religion Apparel Founded in Los Angeles, Calif., in 2002, True Religion Apparel, Inc. and its affiliates design, market, sell and distribute premium fashion apparel centered on their core denim products using the brand names "True Religion" and "True Religion Brand Jeans." The companies' products are distributed through wholesale and retail channels and through the website at www.truereligion.com. On a global basis, the companies had 87 retail stores and over 1,000 employees as of April 13, 2020. True Religion Apparel and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-10941) on April 13, 2020. At the time of the filing, Debtors disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Christopher S. Sontchi oversees the cases. The Debtors tapped Cole Schotz P.C. as legal counsel; Akin Gump Strauss Hauer & Feld, LLP as corporate counsel; Province, Inc. as financial advisor; Retail Consulting Services, Inc. as real estate advisor; and Stretto as claims and noticing agent. Richard Lynch of HRC Advisory, LP is Debtors' interim chief financial officer. TSI LUCILLE JERSEY: Case Summary & 30 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: TSI Lucille Jersey City, LLC 399 Executive Blvd. Elmsford, NY 10523 Business Description: Town Sports International, LLC and its subsidiaries are owners and operators of fitness clubs in the United States, particularly in the Northeast and Mid- Atlantic regions. As of Dec. 31, 2019, the Debtors operated 186 fitness clubs under various brand names, collectively serving approximately 605,000 members as of Dec. 31, 2019. TSI Lucille Jersey City, LLC is 100% owned by TSI Holdings (NJ), LLC. Visit http://www.townsportsinternational.com for more information. Chapter 11 Petition Date: October 21, 2020 Court: United States Bankruptcy Court District of Delaware Case No.: 20-12657 Judge: Hon. Christopher S. Sontchi Debtor's Counsel: Robert S. Brady, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP 1000 North King Street Wilmington, DE 19801 Tel: 302-571-6600 Email: rbrady@ycst.com Debtors' Bankruptcy Counsel: Robert S. Brady, Esq. Sean T. Greecher, Esq. Allison S. Mielke, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Email: rbrady@ycst.com sgreecher@ycst.com amielke@ycst.com - and - Nicole L. Greenblatt, P.C. Derek I. Hunter, Esq. KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Email: nicole.greenblatt@kirkland.com derek.hunter@kirkland.com - and - Mark McKane, P.C., Esq. KIRKLAND & ELLIS LLP 555 California Street San Francisco, CA 94104 Tel: (415) 439-1400 Email: mark.mckane@kirkland.com - and - Joshua M. Altman, Esq. KIRKLAND & ELLIS LLP 300 North LaSalle Street Chicago, Illinois 60654 Tel: (312) 862-2000 Email: josh.altman@kirkland.com Debtors' Financial Advisor & Investment Banker: HOULIHAN LOKEY, INC. Debtors' Real Estate Advisor: HILCO REAL ESTATE, LLC Debtors' Claims, Noticing, Solicitation, and Balloting Agent and Administrative Advisor: EPIQ CORPORATE RESTRUCTURING, LLC https://dm.epiq11.com/case/townsports/info Estimated Assets: $500 million to $1 billion Estimated Liabilities: $500 million to $1 billion The petition was signed by John C. DiDonato, chief executive officer. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VNC4ORI/TSI_Lucille_42nd_Street_LLC__debke-20-12650__0001.0.pdf?mcid=tGE4TAMA List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. ABC Realty Rent And $1,255,433 152 West 57th Street, Other 12th Floor Related New York, NY 10019 Amounts Bill Harra Tel: (212) 307-0500, Ext. 226 Email: bharra@abcmgmt.net 2. TFG Winter Street Rent And $1,107,516 Property, LLC Other c/o Davis Marcus Related Management, Inc. Amounts 125 High Street, Ste 2111 Attn: Kevin Bransfield Boston, MA 02110-2704 Mark Bush Tel: (617) 986-6341 Email: mbush@thedaviscompanies.com Colin C. Macdonald Tel: (617) 986-6341 Email: cmacdonald@thedaviscompanies.com 3. Babson College Rent And $1,081,644 Attn: Controller, Other Nichols Building Related Babson Park, MA 02157 Amounts Steve Gusmini Tel: 781-239-5697 Email: sgusmini@babson.edu 4. 575 Lex Property Rent And $962,495 Owner, LLC Other PO Box 780236 Related Philadelphia, PA Amounts 19178-0236 Monica Saavedra-Garcia Tel: 212-702-9824 Email: Monica.SaavedraGarcia@columbia.reit 5. Con Edison Utilities $948,248 PO Box 1701 New York, NY 10116-1701 Spero Poulimeros NUS Consulting Group Tel: 201-391-4300 Email: spoulimeros@nusconsulting.com 6. New Roc Parcel 1A, LLC Rent And $945,079 Attn: Aaron Kosakowski Other 1720 Post Road Related Fairfield, CT 06824 Amounts Marcia Nurse-Daniel Tel: 203-256-4066 Mnurse-daniel@ceruzzi.com - and - Louis Cappelli Email: louis@icapelli.com 7. Garth Organization Rent And $940,659 161 East 86th Street Other New York, NY 10019 Related Daniel Friedland Amounts Tel: 212-586-8800 Email: dan@garthorg.com 8. Trea 350 Washington Rent And $935,804 Street LLC Other 4400 W 78th St, Suite 200 Related Attn: Allison Barron Amounts Minneapolis, MN 55435 Chris Daley Tel: 617 204 1030 Email: Christopher.Daley@cbre.com 9. Related Broadway Rent And $934,504 Development, LLC Other 60 Columbus Circle, Related 19th Floor Amounts New York, NY 10023 Debbie Bronisevsky Tel: 917-734-4868 Email: Debbie.Bronisevsky@related.com 10. Larstrand Corp. Rent And $901,870 C/O ZKZ Assoc. - Other Friedland Related 500 Park Avenue Amounts New York, NY 10022 Andrea Cardella Tel: 212-744-3300 Email: ac@friedlandproperties.com 11. Lafayette-Astor Rent And $844,022 Associates LLC Other P.O. Box 432 Related Emerson, NJ 07630 Amounts Donna Vogel Tel: 212.431.9416 Email: dsiciliani@gfpre.com; - and - Bibi Husseain Tel: 212-609-8030 Email: BHusseain@gfpre.com 12. Dobbs Ferry Shopping LLC Rent And $802,289 C/O Philips Other International 295 Related Madison Avenue, 2nd Floor Amounts New York, NY 10017 Maria Lange Tel: 212.951.3813 Email: mlange@pihc.com 13. Rock Mcgraw , Inc. Rent And $771,951 1221 Avenue of the Americas Other New York, NY 10020 Related Jeffrey Kim Amounts Tel: 212 282 2031 Email: jkim@rockefellergroup.com 14. ARE-MA Region No. Rent And $770,926 75, LLC Other PO Box 975383 Related Dallas, TX Amounts 75397-5383 Shelby McKenney Tel: 617-500-8703 Email: smckenney@are.com 15. Station Landing III LLC Rent And $747,516 2310 1 Washington Street Other Newton Lower Falls, MA 02462 Related Chuck Landry and Jessica Pollack Amounts Tel: 617-559-5027 Email: clandry@natdev.com jpollack@natdev.com 16. Inland Diversified Rent And $741,231 Real Estate Services, L.L.C Other 15961 1 Collections Related Center Drive Amounts Chicago, IL 60693-0139 Jennifer Surber Tel: 317 713 5656 Email: jsurber@kiterealty.com 17. SCF RC Funding IV LLC Rent And $730,018 47 Hulfish Other St, Suite 210 Related Princeton, NJ 08542 Amounts Claudia Curto Tel: 609-285-2969 Email: ccurto@essentialproperties.com 18. Imperial Bag & Paper Trade $726,621 Company, LLC 255 Route 1 and 9 Jersey City, NJ 07306 Virginia Wotman Tel: 201-437-7440 ext. 5104 Email: virginia@imperialdade.com 19. 110 BP Property LLC Rent And $715,644 64 Beaver St. Other Suite 108 Related New York, NY 10004 Amounts Jessica Eller Tel: 212.563.9200, Ext.135 Email: jeller@hidrock.com 20. DC USA Operating Co., LLC Rent And $700,013 2309 Frederick Other Douglass Blvd., 2nd Floor Related New York, NY 10027 Amounts Steven A. Sterneck Tel: 212-678-4400 ext. 106 Email: ssterneck@gridproperties.com 21. WMAP, LLC Rent And $694,773 C/O The Shops At Other Atlas Park Related P.O. BOX 843383 Amounts Los Angeles, CA 90084-3383 Joanna Grace Morrow Tel: (818) 265-7601 Email: Jmorrow@onni.com 22. Tolleson One, LLC Rent And $682,815 4012 Via Solano Other Palos Verdes Estates, Related CA 90274 Amounts Chuck Grace Tel: 213-388-5416 Email: cgrace@itcelectronics.com and Daniel B. Leon, Esq. Tel: 310-312-3289 Email: dbl@msk.com 23. Yorkville Towers Rent And $678,526 Associates Other 1619 Third Ave. Related New York, NY 10128 Amounts Diana Bosnjak Tel: 212.534.7771 x 136 Email: dbosnjak@RYManagement.com 24. 200 Park Rent And $654,398 LP General Post Other Office P.O. Box 27996 Related New York, NY 10087 Amounts Jean Baptiste David Tel: 212-867-0750 Email: JDavid@TishmanSpeyer.com 25. Clearbrook Cross LLC Rent And $643,808 c/o Robert Martin Other Company, LLC Related 100 Clearbrook Road Amounts Elmsford, NU 10523 Customer Service Tel: 914-592-4800 Email: customerservice@rmcdev.com 26. T-C 501 Boylston Rent And $632,131 Street LLC Other 14626 Collections Related Center Drive Amounts Chicago, IL 60693 Devin O'Keeffe Tel: 617 247 3676 Email: devin.o'keeffe@cbre.com 27. 100 Duffy, LLC Rent And $606,288 102 Duffy Avenue Other Hicksville, NY 11801 Related Ana Morgan Amounts Tel: 216-588-7141 Email: Ana.Morgan@mynycb.com 28. George Comfort & Sons, Inc. Rent And $586,817 200 Madison Ave, Other 26th Floor Related New York, NY 10016 Amounts Anita Polczynska Tel: 212.542.2139 Email: apolczynska@gcomfort.com 29. Club Investors Group, LP Rent and $567,894 Attention: Frank Napolitano Other 640 Spruce Street Related Philadelphia, PA 19106 Amounts Frank Napolitano Tel: 215 341-6130 Email: franknapolitanojr@gmail.com; 30. SOF-IX Blueback Rent And $562,152 Square Holdings, L.P. Other P.O. BOX 75762 Related Baltimore, MD Amounts 21275-5762 Vincent Banda Tel: 312.242.3184 Email: vbanda@starwoodretail.com The Debtor seeks joint administration of its case under the Lead Case of Town Sports International, LLC (Bankr. D. Del. Case No. 20-12168). TUESDAY MORNING: Seeks to Hire Piper Sandler as Placement Agent --------------------------------------------------------------- Tuesday Morning Corporation and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Piper Sandler & Co. as their placement agent. Piper Sandler has agreed to perform the following services: a) consult in planning and implementing a private placement of securities by the Debtors; b) review the business and operations of the Debtors and their historical and projected financial condition; c) assist in preparing and distributing relevant documents that Piper Sandler and the Debtors mutually agree are beneficial or necessary to the consummation of the placement; d) assist in preparing for due diligence conducted by prospective purchasers of the securities; e) assist in identifying and contacting prospective purchasers of the securities; f) consult as to the structure and timing of the placement; g) assist in negotiating definitive documentation with prospective purchasers of the securities; h) coordinate efforts in connection with the placement with the Debtors' current advisors; and i) render such other financial advisory and investment banking services to the Debtors. Piper Sandler shall receive the greater of: (i) 6 percent of the gross proceeds from securities sold to all investors, including any sales of securities sold to any entity affiliated or associated with Piper Sandler but excluding securities sold to for up to $15 million in gross proceeds, or (ii) $2 million; provided, however, no placement fee shall be payable unless Piper Sandler raises sufficient capital that results in a Bankruptcy Court-approved plan of reorganization that includes such capital. David Stadinski, global head of Equity Capital Markets at Piper Sandler, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Bankruptcy Code. The firm can be reached through: David Stadinski Piper Sandler & Co. 345 Park Avenue, Suite 1200 New York, NY 10154 Telephone: (212) 284-9300 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. UNISYS CORP: Moody's Affirms B2 CFR, Outlook Positive ----------------------------------------------------- Moody's Investors Service affirmed Unisys Corporation's ratings, including the B2 Corporate Family Rating, and assigned a B2 rating to the new senior secured notes. Moody's downgraded the convertible senior notes to Caa1 from B3. The SGL-2 Speculative Grade Liquidity ("SGL") rating is unchanged. The outlook remains positive. The credit agreement permits the issuance of first lien debt that would be effectively senior to the New Notes. The New Notes only benefit from a second lien on assets excluding those securing Unisys' $145 million revolver ("Revolver"). Should Unisys issue permitted first lien debt, the New Notes rating could be downgraded. The downgrade to the Convertibles reflects the issuance of the New Notes, which rank senior to the Convertibles due to the New Notes second lien collateral. The issuance of the New Notes is credit positive, since it should further improve Unisys's US pension funding status. Unisys intends to use the net proceeds of the New Notes to make a contribution to the company's US pension. Along with additional pension contributions Unisys plans to make using the remaining proceeds from the sale of its US Federal business, these payments will nearly eliminate US pension underfunding, which will be reduced by around $1 billion compared to the year-end December 31, 2019 level. In addition, Unisys will have no required US pension payments until 2025 at the earliest. Rating Assignments: Issuer: Unisys Corporation Senior Secured Notes, Assigned B2 (LGD4) Ratings Downgraded: Issuer: Unisys Corporation Senior Unsecured Conv./Exch. Bond/Debenture (Local Currency) Mar 1, 2021, Downgraded to Caa1 (LGD5) from B3 (LGD4) Ratings Affirmed: Issuer: Unisys Corporation Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Ratings Unchanged: Issuer: Unisys Corporation Speculative Grade Liquidity Rating, Remains SGL-2 Outlook Actions: Issuer: Unisys Corporation Outlook, Remains Positive RATINGS RATIONALE Unisys's B2 CFR reflects Moody's expectation that adjusted free cash flow (which is calculated before pension payments) will barely exceed required international pension payments over the near term. This reflects Unisys's reduced profitability and increased capital intensity following the sale of the US Federal business to Science Applications International Corp. in March 2020 ("Divestiture"). The loss of the business strains free cash flow ("FCF") generation. Moody's expects that the leverage, though improved by the planned US pension payments, will still remain above 3.5x debt to EBITDA (Moody's adjusted including pension underfunding) over the near term. This level of leverage pressures the rating given the low FCF generation, which limits the opportunity for debt reduction, and the Divestiture's key execution risks, which are magnified by the disruption and slowdown in global economic activity due to the Covid-19 crisis. Moreover, since the US Federal business was both more profitable and less capital intensive than Unisys's remaining business, Unisys's profitability and cash flow generation may struggle to reach the levels achieved prior to the Divestiture. Improving Unisys's modest profitability is challenging due to the company's relatively small scale in the information technology (IT) services industry and the intense competition from a broad array of IT services providers, including much larger organizations, such as Accenture and IBM, and from foreign, low-cost providers like Infosys and Tata Consulting Services. Still, Unisys's credit profile benefits from a degree of revenue predictability due to the large base of recurring services revenue (68% of Q2-2020 total revenues) based on contracts of three years or more. The diverse end markets that Unisys serve (Commercial, Financial Institutions, and Public Sector) contributes to revenue stability given the differing demand drivers of each of these separate end markets. The stream of high margin, although highly volatile, Technology software license revenues significantly improves Unisys's profit margin and cash flow during periods of increased scheduled software license renewals. The positive outlook reflects Moody's expectation that following the decline in revenues in the first half of 2020 due largely to Covid-19-related disruptions and the decline in scheduled software renewals, Unisys will return to revenue growth. Moody's expects that Unisys will generate low single digit percentage revenue growth over the next 12 to 18 months, as the pace of global economic activity recovers and scheduled software license renewals increase in 2021. Moody's expects that operating leverage on the increased revenues and tight expense management will drive improved profitability and cash flow generation over the period such that FCF to debt (Moody's adjusted) will improve to the low-single digit percentage level. The rating could be upgraded if: -- Unisys generates organic revenue growth at least in the low single digit percentage and -- FCF to debt (Moody's adjusted) is sustained at least at the mid-single digit percentage level -- Unisys takes steps required to bring the US and international pension plans to fully-funded status -- Unisys maintains a conservative financial policy The rating could be downgraded if: -- organic revenues decline by more than 5% or -- profitability or cash flow generation weaken such that FCF to debt (Moody's adjusted) is not on track to exceed the low single digit percentage level The SGL-2 rating reflects Unisys's good liquidity. Although Moody's expects Unisys to generate only modest amounts of FCF before pension funding requirements, liquidity is supported by the high cash balance ($782 million at June 30, 2020) and a $145 million asset-based revolver ("Revolver"), which is secured by accounts receivable. As of June 30, 2020, the Revolver had available borrowing capacity of about $41 million. Moody's expects that Unisys will remain in compliance with the financial covenant over the next year. Although Unisys's planned US pension prepayments will eliminate cash funding requirements through 2024, Unisys will still need to make about $40 million in annual funding payments for the international pensions over the next year. The New Notes are rated B2, which equals the CFR, and benefit from upstream guarantees from certain domestic subsidiaries and the cushion of unsecured liabilities, including the Convertibles. Still, the New Notes are effectively subordinated to the Revolver collateral, which is comprised of eligible accounts receivable, and are structurally subordinated to the foreign pensions, which reside at non-guarantor legal entities. Moreover, should Unisys issue permitted first lien debt, the New Notes would also be effectively subordinated to this first lien debt, which could result in a downgrade to the New Notes. The Caa1 rating on the Convertibles, which is two notches lower than the B2 CFR, reflects the absence of collateral and thus the effective subordination to the collateral claims of the New Notes, the permitted first lien debt, the Revolver, and Unisys' foreign pensions. 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 of corporate assets from the current weak global 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. As a result, the degree of uncertainty around its forecasts is unusually high. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Due to the movement restrictions imposed in many countries during the second quarter of 2020, Unisys's field services technicians were unable to visit customer site locations, which contributed to a 9% reduction in Unisys services revenues in the quarter. Unisys also faces moderate social risk surrounding the data security of its clients. Moody's considers Unisys's governance risk as low, since Unisys is a public company with a broad investor base and an independent board of directors. Given Unisys's exposure to the competitive IT services industry and unfunded pension obligation, Moody's expect that Unisys's financial policy will remain conservative with cash flow generation used to make contributions to the company's pension plans. Unisys's environmental risk exposure is low, since the company is not a direct source of pollution and does not have any unusual exposure to environmental hazards. Unisys Corporation ("Unisys"), based in Blue Bell, Pennsylvania, provides information technology (IT) services and enterprise server hardware worldwide. Unisys competes against similar-sized peers as well as much larger IT services and hardware vendors including IBM, Accenture, Hewlett Packard Enterprise, and a number of services providers located in India, including Infosys and Tata Consultancy Services. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. VIVUS INC: Seeks Sale Approval, Negotiates New Reorganization Plan ------------------------------------------------------------------ Daniel Gill of Bloomberg Law reports that bankrupt pharmaceutical company VIVUS Inc. is seeking approval of a sale process following a court rejection of its reorganization plan. VIVUS is currently negotiating with its principal creditor and a newly appointed equity committee for shareholders to reach a revised, consensual bankruptcy plan, the company said. It filed its sale request Tuesday, October 20, 2020 in the event that they can't reach an agreement. "[I]f if the Parties cannot reach such consensus, the Debtors have determined that the best means by which to achieve their goal to maximize value in an efficient manner would be through a Court-approved sale process," VIVUS said. About Vivus Inc Vivus Inc -- https://www.vivus.com/ -- is a biopharmaceutical company committed to the development and commercialization of innovative therapies that focus on advancing treatments for patients with serious unmet medical needs. VIVUS has three approved therapies and one product candidate in clinical development. Qsymia (phentermine and topiramate extended release) is approved by FDA for chronic weight management. The Company commercializes Qsymia in the U.S. through a specialty sales force supported by an internal commercial team and license the commercial rights to Qsymia in South Korea. VIVUS was incorporated in 1991 in California and reincorporated in 1996 in Delaware. As of the Petition Date, VIVUS is a publicly traded company with its shares listed on the Nasdaq Global Market LLC under the ticker symbol "VVUS." The Company maintains its headquarters in Campbell, California. Vivus Inc and three of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Case No. 20-11779) on July 7, 2020. The petitions were signed by Mark Oki, chief financial officer. Hon. Laurie Selber Silverstein presides over the cases. As of May 31, 2020, the Debtors reported total assets of $213,884,000 and total liabilities of $281,669,000. Weil Gotshal & Manges LP serves as general counsel to the Debtors, while Richards, Layton & Finger, P.A. acts as local counsel to the Debtors. Ernst & Young is the Debtors' financial advisor, and Piper Sandler Companies acts as investment banker. Stretto is claims and noticing agent to the Debtors. WILLCO XII: Gets Approval to Hire Shaw & Associates as Accountant ----------------------------------------------------------------- Willco XII Development, LLLP received approval from the U.S. Bankruptcy Court for the District of Colorado to hire Shaw & Associates as its accountant. Shaw & Associates will assist the Debtor in financial reporting, including the preparation of tax returns, balance sheets, profit and loss statements, financial projections, and monthly operating reports. The firm's hourly rates are as follows: Kevin Shaw, Shareholder - $240 CPA Staff - $160. Kevin Shaw disclosed in court filings that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kevin Shaw, CPA Shaw & Associates CPA, PC 1044 West Drake Road, Suite 201 Fort Collins, CO 80526 Phone: 970-223-0792 About Willco XII Development Willco XII Development, LLLP filed a Chapter 11 petition (Bankr. D. Colo. Case No. 20-16307) on Sept. 23, 2020. The Debtor was estimated to have $10 million to $50 million in assets and liabilities as of the bankruptcy filing. Judge Thomas B. Mcnamara oversees the case. Goff & Goff, LLC is the Debtor's legal counsel. WIN BIG DEVELOPMENT: Taps Urban Blue Realty as Real Estate Broker ------------------------------------------------------------------ Win Big Development, LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to employ Urban Blue Realty, LLC as its real estate broker. The Debtor needs the services of a real estate broker to sell the property located at 3806 North 14th Place, Phoenix, Ariz. The listing contract calls for a sales commission to Urban Blue Realty in the amount of $3,000 and a sales commission of 2.5 percent to the buyer's agent. Urban Blue is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. Urban Blue Realty can be reached through: Bevla Reeves Nicolas Blue Urban Blue Realty LLC 4455 E Camelback Rd d275 Phoenix, AZ 85018 Phone: +1 480-900-7204 About Win Big Development Win Big Development, LLC, a company based in Scottsdale, Ariz., filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 20-07495) on June 24, 2020. In the petition signed by James Guajardo, manager, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Daniel P. Collins oversees the case. Richard W. Hundley, Esq., at The Kozub Law Group, PLC, serves as Debtor's bankruptcy counsel. WIRTA HOTELS: Gets Approval to Hire Foster Garvey as Legal Counsel ------------------------------------------------------------------ Wirta Hotels 3, LLC and Wirta 3, LLC received approval from the U.S. Bankruptcy Court for the Western District of Washington to hire Foster Garvey PC as their legal counsel. The firm's services will include legal advice on the Debtors' duties under the Bankruptcy Code, analysis of claims, negotiations with creditors, representation of Debtors in adversary proceedings, and the preparation of a Chapter 11 plan. On Sept. 16, the Debtors provided the firm with a retainer in the amount of $75,000 for legal services provided in connection with their bankruptcy cases. Foster Garvey 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: Tara J. Schleicher, Esq. Foster Garvey, PC 121 SW Morrison St, Suite 1100 Portland, OR 97204 Tel: (503) 228-3939 Email: tara.schleicher@foster.com About Wirta Hotels 3 and Wirta 3 Wirta Hotels 3, LLC and Wirta 3, LLC are privately held companies that operate in the hotels and motels industry. Wirta Hotels owns the Holiday Inn Express & Suites in Sequim, Wash. On Sept. 18, 2020, Wirta Hotels and Wirta 3 filed Chapter 11 petitions (Bankr. W.D. Wash. Lead Case No. 20-12398). At the time of the filing, Wirta Hotels disclosed $2,365,830 in assets and $2,805,775 in total liabilities while Wirta 3 disclosed $13,214,141 in assets and $7,017,530 in liabilities. Judge Marc Barreca oversees the cases. Foster Garvey, PC is the Debtor's legal counsel. WIRTA HOTELS: Taps Premier Capital as Financial Consultant ---------------------------------------------------------- Wirta Hotels 3, LLC and Wirta 3, LLC received approval from the U.S. Bankruptcy Court for the Western District of Washington to hire Premier Capital Associates, LLC as their financial consultant. The firm's services will include financial reporting and the preparation of financial projections. Premier Capital will be paid a flat fee of $5,000 per month. The firm received a retainer in the amount of $15,000. Premier Capital 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: Jeff McKee Premier Capital Associates, LLC 12600 SE 38th St Ste 207 Bellevue, WA 98006 Office: 425.957.0600 Cell: 425.533.1356 Email: jmckee@premiercapitalassoc.com About Wirta Hotels 3 and Wirta 3 Wirta Hotels 3, LLC and Wirta 3, LLC are privately held companies that operate in the hotels and motels industry. Wirta Hotels owns the Holiday Inn Express & Suites in Sequim, Wash. On Sept. 18, 2020, Wirta Hotels and Wirta 3 filed Chapter 11 petitions (Bankr. W.D. Wash. Lead Case No. 20-12398). At the time of the filing, Wirta Hotels disclosed $2,365,830 in assets and $2,805,775 in total liabilities while Wirta 3 disclosed $13,214,141 in assets and $7,017,530 in liabilities. Judge Marc Barreca oversees the cases. Foster Garvey, PC is the Debtor's legal counsel. ZOHAR FUNDS: Rand McNally Sale to Teleo Capital Approved -------------------------------------------------------- John Kingston of Freight Waves reports that the sale of Rand McNally, a provider of ELDs and other products for the trucking industry, looks set to get the company out of bankruptcy after a highly complex process. The U.S. Bankruptcy Court in Delaware earlier this week approved the sale of Rand McNally. A precise figure on the value of the sale cannot be determined from court documents. One document said the sellers of Rand McNally expect to receive between $15 million and $30 million. But those numbers were not described specifically as a sales price. Documents also indicated Rand McNally was carrying debts in excess of $58 million. The bankruptcy process has revealed that Rand McNally is in a weak financial position. While that might be obvious for a company operating under Chapter 11 protection, the bankruptcy filing was actually submitted in 2018 by several units of a holding company called Zohar, which had been controlled by legendary investor Lynn Tilton. Tilton, in turn, put in a last-minute bid to acquire Rand McNally for her Patriarch Partners investment vehicle. She is no longer with Zohar. Rand McNally's court-appointed chief restructuring officer, Michael Katzenstein of FTI Consulting, had recommended that the provider of a variety of navigation services for the trucking and transport sector be sold to Teleo Capital Management, a private equity company that has one investment in logistics. That company, Paxia Inc., "manage(s) the inflight catering services supply chain for the world's largest airline carriers and catering businesses," according to the Teleo webpage. In a court filing backing the purchase of Rand McNally by Teleo, Katzenstein discussed the financial status of the company. It isn't good. During due diligence for the sale, Katenzenstein said Rand McNally "continued to face liquidity pressure and was forced to conserve cash." "These liquidity constraints are exacerbated by the fact that Rand currently has no availability on its existing financing," Katzenstein wrote in the document, filed with the court on Sept. 25, 2020. One of the reasons that Katzenstein said he was backing the Teleo sale was that it "can close in a relatively quick period," he wrote. "This is particularly important given Rand's capital assets and needs," he added. A "substantial delay" in closing the Rand sale would "likely adversely impact Rand's business operations." In a court order earlier this week ordering the sale to Teleo, the court said that "time is of the essence in closing the sale and the Debtors and the Buyer intend to close the sale as soon as possible." Earlier, Katzenstein wrote that Teleo's offer had a 45-day limit. The process for completing a Rand McNally sale was complicated by the emergence of Tilton as a buyer. Tilton had created the Zohar funds that now own Rand McNally, and she was at their helm when they filed for bankruptcy in 2018. According to media reports, her bid for Rand McNally was $46 million, which on the surface exceeded the $15 million to $30 million figure referenced in the court document as what the sellers of Rand McNally would receive in the Teleo transaction. Her bid was further complicated by the fact that Tilton and Patriarch have claims against Rand McNally. Fred Vescio, managing director of Houlihan Lokey Capital and adviser to debtors and debtors in possession, said in a court document that the Tilton bid was at a "nominally higher stated purchase price than TELEO's stated purchase price." But he added that it "had various economic terms that would serve to reduce the stated purchase price." About Rand McNally & Co. Rand McNally is an American technology and publishing company that provides mapping, software and hardware for the consumer electronics, commercial transportation and education markets. The company is headquartered in Chicago, with a distribution center in Richmond, Kentucky. About Zohar III Corp. Zohar III, Corp., and its affiliates are investment funds structured as collateralized loan obligations. The Zohar Funds are structured as collateralized loan obligations ("CLOs") and have issued notes and preference shares to investors and made loans to the Portfolio Companies using the proceeds. Lynn Tilton and her affiliates hold substantial equity stakes in these Portfolio Companies, which include iconic American manufacturing companies with tens of thousands of employees. Zohar CDO 2003-1, Zohar CDO 2003-1 Corp., Zohar II 2005-1, Limited, Zohar II 2005-1 Corp., Zohar III, Limited, and Zohar III, Corp. (collectively, the "Zohar Funds"), sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 18-10512 to 18-10517) on March 11, 2018. In the petition signed by Lynn Tilton, director, the Debtors were estimated to have $1 billion to $10 billion in assets and $500 million to $1 billion in liabilities. Young Conaway Stargatt & Taylor, LLP, is the Debtors' bankruptcy counsel. [^] BOOK REVIEW: Bankruptcy Crimes ---------------------------------- Author: Stephanie Wickouski Publisher: Beard Books Softcover: 395 Pages List Price: $124.95 Review by Gail Owens Hoelscher Order your personal copy today at https://bit.ly/3dTzyDY Did you know that you could be executed for non-payment of debt in England in the 1700s? Or that the nailing of an ear was the sentence for perjury in bankruptcy cases in 1604? While ruling out such archaic penalties, Stephanie Wickouski does believe "in the need for criminal sanctions against bankruptcy fraud and for consistent, effective enforcement of those sanctions." She decries the harm done to individuals through fraud schemes and laments the resulting erosion in public confidence in the judicial system. This leading authoritative treatise on the subject of bankruptcy fraud, first published in August 2000 and updated annually with new material, will prove invaluable for bankruptcy law practitioners, white collar criminal practitioners, and prosecutors faced with criminal activity in bankruptcy cases. Indeed, E. Lawrence Barcella, Jr. of Paul, Hastings, Janofsky, and Walker, in Washington, DC, said, "If I were a lawyer involved in a bankruptcy matter, whether civil or criminal, and had only one reference work that I could rely upon, it would be this book." And, Thomas J. Moloney with Cleary, Gottlieb, Steen & Hamilton described the book as "an essential reference tool." An estimated 10% of bankruptcy cases involve some kind of abuse or fraud. Since launching Operation Total Disclosure in 1992, the U.S. Department of Justice has endeavored to send the message that bankruptcy fraud will not be tolerated. Bankruptcy judges and trustees are required to report suspected bankruptcy crimes to a U.S. attorney. The decision to prosecute is based on the level of loss or injury, the existence of sufficient evidence, and the clarity of the law. In some cases, civil penalties for fraud are deemed sufficient to punish and deter. Ms. Wickouski suggests that some lawyers might not recognize criminal activity that the DOJ now targets for investigation. She gives several examples, including filing for bankruptcy using an incorrect Social Security number, and receiving payments from a bankruptcy debtor that were not approved by the bankruptcy court. In both of these real life examples, DOJ investigations led to convictions and jail time. Ms. Wickouski says that although new schemes in bankruptcy fraud have come along, others have been around for centuries. She takes the reader through the most common traditional schemes, including skimming, the bustout, the bleedout, and looting, as well as some new ones, including the bankruptcy mill. The main substance of Bankruptcy Crimes is Ms. Wickouski's detailed analysis of the U.S. Bankruptcy Criminal Code, chapter 9 of title 18, the Federal Criminal Code. She painstakingly analyzes each provision, carefully defining terms and providing clear and useful examples of actual cases. She ends with a good chapter on ethics and professional responsibility, and provides a comprehensive set of annexes. Bankruptcy Crimes is never dry, and some of the cases will make you nostalgic for the days of ear-nailing. This comprehensive, well researched treatise is a particularly invaluable guide for debtors' counsel in dealing with conflicts, attorney-client relationships, asset planning, and an array of legal and ethical issues that lawyers and bankruptcy fiduciaries often face in advising clients in financially distressed situations. Stephanie Wickouski is a partner at Bryan Cave Leighton Paisner LLP, advising clients on all aspects of bankruptcy, insolvency and commercial transactions, including bond defaults, trust indentures, business acquisitions, real estate, health care and financial fraud. With more than 30 years of experience handling complex reorganization cases throughout the country, she has served as lead bankruptcy counsel in multiple high-profile cases. Ms. Wickouski is also the author of Indenture Trustee Bankruptcy Powers & Duties, an essential guide to the legal role of bond trustee. She also writes the Corporate Restructuring blog (http://blogs.bankrupt.com).She has a national reputation and is an industry leader in corporate insolvency, and is a frequent lecturer, author and commentator on bankruptcy subjects. Ms. Wickouski joined Gardner Carton & Douglas' Corporate Restructuring Practice as a partner in August 2002 and worked in the Firm's Washington, D.C. office. Prior to joining Gardner Carton & Douglas, she was a partner at Arent Fox Kintner Plotkin & Kahn in Washington, D.C. and New York City, and prior to that, a partner at Reed Smith. Prior to entering private practice, she was a trial attorney with the Civil Division of the U.S. Department of Justice, where she received awards for her handling of litigation in airline bankruptcies. She is a panel mediator for the U.S. Bankruptcy Court for the Southern District of New York. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2020. All rights reserved. ISSN: 1520-9474. 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