/raid1/www/Hosts/bankrupt/TCR_Public/201027.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, October 27, 2020, Vol. 24, No. 300
Headlines
ACHILLES HOLDCO: S&P Assigns 'B' ICR; Outlook Stable
AKORN OPERATING: S&P Assigns 'CCC+' ICR; Outlook Stable
AKUMIN INC: S&P Assigns 'B-' Issuer Credit Rating; Outlook Stable
AMC ENTERTAINMENT: Might Sell Shares or End Up Bankrupt
AMENTUM HOLDINGS: S&P Alters Outlook to Negative, Affirms 'B' ICR
ASCENA RETAIL: Bluestar Has $60M Opening Bid for Justice Brands
ASP MCS ACQUISITION: S&P Upgrades ICR to 'B-' on Restructuring
AVANTOR FUNDING: Moody's Rates New $1.35BB Term Loan 'Ba2'
AVID BIOSERVICES: All Three Proposals Passed at Annual Meeting
AXIA REALTY: Case Summary & 3 Unsecured Creditors
BETTER CHOICE: Has $18.4-Mil. Loss for the Quarter Ended June 30
BLACK RIDGE: Has $717,000 Net Income for Quarter Ended June 30
BLOCKCHAIN OF THINGS: Recurring Losses Cast Going Concern Doubt
BRAEMAR HOTELS: Has $51.5M Net Loss for the Quarter Ended June 30
BREWBILT MANUFACTURING: Needs More Capital to Remain Going Concern
BRIDGELINE DIGITAL: Reports $1.7-Mil. Net Loss for June 30 Quarter
BRIGGS & STRATTON: Taps Hansen Reynolds as Special Counsel
BROWNIE'S MARINE: BLU3 Product is Now Available on Amazon.com
BRUIN E&P PARTNERS: Williston Unsecureds to Get 0.4% of Interest
BRUIN E&P: Amended Joint Prepackaged Plan Confirmed by Judge
CALIFORNIA RESOURCES: Posts $247.0MM Net Loss for June 30 Quarter
CANCER GENETICS: Has $1.7M Net Loss for the Quarter Ended June 30
CAPSTONE COMPANIES: Has $657,000 Net Loss for the June 30 Quarter
CAPSTONE TURBINE: Reports $1.8M Net Loss for the June 30 Quarter
CENTURY 21: Sets Bid Procedures for Intellectual Property Assets
CHESAPEAKE GRANITE: Says Substantial Going Concern Doubt Exists
CHINOS HOLDINGS: Court Confirms Prearranged Plan
CHINOS HOLDINGS: Unsecureds Will Recover Not More Than 50% in Plan
CIT GROUP: S&P Affirms 'BB+/B' ICR, Puts Rating on Watch Positive
CLEAN ENERGY: Reports $230K Net Loss for the Quarter Ended June 30
CONDOR HOSPITALITY: Reports $6.2-Mil. Net Loss for June 30 Quarter
CORETEC GROUP: Reports $290,000 Net Loss for Quarter Ended June 30
CORO GLOBAL: Operating Losses Cast Substantial Going Concern Doubt
COUNTERPATH CORP: Has $25,000 Net Income for Quarter Ended July 31
COVIA HOLDINGS: Committee Taps Kasowitz Benson as Special Counsel
COVIA HOLDINGS: Reports $435.6M Net Loss for the June 30 Quarter
CROWN ASSETS: Case Summary & 10 Unsecured Creditors
CURE PHARMACEUTICAL: Posts $13.4-Mil. Net Loss for June 30 Quarter
CURVATURE INC: S&P Places 'CCC' ICR on CreditWatch Positive
CYCLO THERAPEUTICS: Has $2.2-Mil. Net Loss for the June 30 Quarter
CYPRESS ENVIRONMENTAL: Debt Maturity Casts Going Concern Doubt
DANICA ASSOCIATES: Unsecureds to Recover 29% in 4th Amended Plan
DANIELA MARIA ROSA: Wells Fargo Wins Summary Judgment
DELPHI TECHNOLOGIES: Moody's Withdraws B2 CFR on BorgWarner Deal
DELTA MATERIALS: Mellor & Sons Buying Quarried Aggregates
DIGITAL MEDIA SOLUTIONS: Discloses Substantial Going Concern Doubt
DPW HOLDINGS: Issues $2 Million Promissory Note to Investor
E2OPEN LLC: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable
EAST CAROLINA COMMERCIAL: Taps Lisa Elmore Berry as Bookkeeper
EDWARD A. DAWSON: Selling Warden Property for $3K Cash
EKSO BIONICS: To Hold its Virtual Annual Meeting on Dec. 29
ENCINO ACQUISITION: S&P Hikes Second-Lien Term Loan Rating to 'B+'
ENRIQUE RODRIGUEZ NARVAEZ: Velez Buying Guayama Property for $190K
EVERETT C. MOULTON, III: Hires Realtor/Auctioneer to Sell Property
FLOWER CITY: Gets Approval to Hire Colligan Law as Legal Counsel
FLOYD SQUIRES: Liquidating Agent Selling Eureka Property for $50K
FLUID END: Southwest Car Buying 2017 Ford F-250 for $35.5K
FOLSOM FARMS: Frank George Objects to Disclosure Statement
FOLSOM FARMS: Unsecured Creditors Will Recover 100% of Claims
FOLSOM FARMS: US Trustee Objects to Disclosure Statement
FTS INTERNATIONAL: Seeks to Hire Kirkland & Ellis as Legal Counsel
GARRETT MOTION: Ropes & Gray Update List of Noteholder Group
GREYSTONE SELECT: S&P Assigns 'B-' ICR; Outlook Stable
GTC WORKS: Haijie & Mike Buying Business for $425K
HORNBLOWER HOLDCO: S&P's Rating on Secured Debt Remains at 'CCC-'
HUNT COMMUNICATIONS: Unsecureds Will be Paid in Full in 36 Months
I-LOGIC TECHNOLOGIES: Moody's Upgrades CFR to B2, Outlook Stable
IBIO INC: Philip Russell Resigns as Director
INTERPACE BIOSCIENCES: Has Another Noncompliance Notice From Nasdaq
INTERPACE BIOSCIENCES: Signs Second Amendment to SVB Loan Agreement
JSAA REALTY: Seeks to Hire Eric A. Liepins as Legal Counsel
K.G. IM LLC: Dec. 11 Auction of All Assets Set
KIPP CHARLOTTE: Moody's Rates Series 2020A & 2020B Bonds 'Ba1'
LA SALLE UNIVERSITY: S&P Lowers Long-Term Bond Rating to 'BB'
LATAM AIRLINES: DIP Loan Nixed Over Equity Subscription Terms
LEONARD P. REREK: Selling Briarcliff Manor Property for $737K
LEV INVESTMENTS: Anserian Buying Sherman Oaks Property for $2.95M
MALLINCKRODT PLC: Kramer, et al. Represent Litigation Claimants
MARZILLI MACHINE: Gets Approval to Hire Madoff & Khoury as Counsel
MICHAEL T. WHITE: Gets Approval to Hire Marcum LLP as Accountant
MIRIAM MARTIN: Tenant Jefferson Buying Bowie Property for $305K
MOUNT MORRIS: Unsecureds Will be Paid in Full
MULTIPLAN CORP: S&P Assigns 'B+' ICR; Outlook Stable
MURRAY ENERGY: Court Confirms 2nd Amended Plan
MURRAY ENERGY: Court OKs Plan Despite Creditor Objections
MURRAY ENERGY: Creditors Committee Backs Settlements, Plan
MURRAY ENERGY: Settles Long-Running Dispute With Console Energy
N/F/N N/M/N DESMOND: Unsecureds Will Get 1 Cent on Dollar on Plan
NEELKANTH HOTELS: Taps Schreeder Wheeler as Legal Counsel
NEOVASC INC: To Report its Third Quarter Financial Results on Nov.
NEPHROS INC: Samjo Capital, et al. Report 5.6% Equity Stake
NEW ACADEMY HOLDING: S&P Raises ICR to 'B' on Better Leverage
NKS HOLDINGS: Plan Proposes Sale in 2 Years to Pay Off Creditors
OBALON THERAPEUTICS: Domain Partners Reports 12.6% Equity Stake
OMNI BAY: To Sell Property to Pay Claims in Full
PETSMART INC: S&P Upgrades ICR to 'B' on Refinancing Transaction
PIKE CORP: Moody's Rates New $500MM Unsecured Notes 'B3'
PLUS THERAPEUTICS: Incurs $1.7 Million Net Loss in Third Quarter
PLUS THERAPEUTICS: Signs $10 Million Equity Distribution Agreement
POP GOURMET: Unsecureds to Get 35 Cents on Dollar in Plan
PRIME HEALTHCARE: S&P Affirms 'B-' ICR, Rates Secured Notes 'B-'
PROAMPAC PG: Moody's Assigns B2 to New First Lien Credit Facilities
PROAMPAC PG: S&P Affirms 'B-' ICR on Recapitalization
RALSTON GA: S&P Withdraws 'D' Rating on 2014A Revenue Bonds
REVLON CONSUMER: Amends Citibank Credit Facilities
RIVOLI & RIVOLI: Seeks to Hire Carey Transition as Appraiser
ROOFTOP GROUP: Court Confirms Exit Plan
RORA LLC: Proposes a $3.5M Sale of New York Property at Auction
ROVIG MINERALS: Unsecures to Be Paid From Litigation Trust
RUBEN J. RODRIGUEZ: E&J Rocky Buying Fort Lupton Property for $1.1M
RUBIO'S RESTAURANTS: Case Summary & 30 Largest Unsecured Creditors
RYAN ENVIRONMENTAL: Selling Assets to Ryan Acquisition
SEAWALK INVESTMENTS: 2 Equity Holders Object to Competing Plan
SEVEN AND ROSE: Seeks Court Approval to Hire Real Estate Broker
SHAHBAZ M. AKHTAR: Nguyens Buying Los Gatos Property for $1.5M
SHOPKO STORES: Court OKs $3.018M Severance Settlement for Workers
SOGIO INVESTMENTS: Sale of Forth Worth Property to Pender Approved
STEVEN BLOOM: Court Junks BBJL et al. Bid to Dismiss Gallan Suit
STEVEN W. BLOOM: Glencove Claim Nondischargeable Amid Fraud
TAILORED BRANDS: $12.4M Sale of 2 Surplus Distribution Centers OK'd
TAJ GRAPHICS: Ex-Bankruptcy Counsel Wins Malpractice Case Appeal
TAX AND FINANCIAL: Gets Approval to Hire Caddell as Legal Counsel
TBH19 LLC: Leonard Ross Objects to Disclosures and Plan
TIBCO SOFTWARE: Moody's Affirms B3 CFR, Outlook Stable
TIMOTHY D. EYMAN: Selling Interest in Mukilteo Property for $373K
TNT CRANE: Moody's Assigns B3 CFR, Outlook Stable
TNT CRANE: S&P Assigns 'B-' ICR on Bankruptcy Exit
TRILOGY INTERNATIONAL: Fitch Affirms CCC+ Issuer Default Rating
WESTMORELAND COAL: Coal Act May be Modified Via Section 1114
WESTON INSURANCE: A.M. Best Affirms B(Fair) Fin. Strength Rating
WHEEL PROS: S&P Affirms 'B-' ICR on Dividend Recapitalization
WYNN MACAU: Moody's Rates $600MM Senior Unsecured Notes 'B1'
YOGAWORKS INC: Oct. 30 Hearing on $5M Sale of All Assets to YWIF
[^] Large Companies with Insolvent Balance Sheet
*********
ACHILLES HOLDCO: S&P Assigns 'B' ICR; Outlook Stable
----------------------------------------------------
S&P Global Ratings said it assigned its 'B' issuer credit rating to
Achilles Holdco LLC (the name will be changed to OneDigital
Borrower LLC after transaction closes). The outlook is stable.
S&P said, "At the same time, we assigned our 'B' debt ratings to
OneDigital's planned: $150 million, five-year, first-lien revolver;
$1.08 billion, seven-year, first-lien term loan; and $200 million,
seven-year, first-lien delayed-draw term loan (undrawn at closing).
The recovery ratings on these issues are '3', reflecting meaningful
recovery expectations (50%-70%, rounded estimate: 50%) in the event
of a payment default."
"After the transaction closes, we will withdraw our ratings on
OneDigital's downstream subsidiary Achilles Acquisition LLC and its
debt ratings."
The rating action follows Onex's announced acquisition of
OneDigital and better-than-expected performance through
third-quarter 2020.
S&P said, "In April 2020, we based our decision to assign
OneDigital a negative outlook on our view of the potential impact
of the pandemic on the company's book of business--almost
exclusively on employee benefits services--and leverage metrics
already somewhat tight relative to our rating downside trigger."
Expectations of negative organic growth, minimal acquisitive
revenue generation, flat margins, and potential for pro forma
leverage to well exceed 7.0x at year-end 2020 supported the
negative outlook."
Actual results, however, were better than expected, though still
pressured, with second-quarter organic of negative 1.2% improving
to estimated positive 2.7% for third-quarter 2020 (resulting in
year-to-date third-quarter positive organic growth of around 1%).
Stronger than expected client retention buffered against declines
in new business and net client growth on an annual basis remained
positive throughout 2020.
S&P said, "We attribute results outpacing our initial forecasts to
OneDigital's limited exposure to industries hardest hit by the
pandemic, strong client engagement throughout the pandemic, and the
furlough effect (whereby employees who are furloughed generally
retain their benefits). Further, we believe the Paycheck Protection
Program (PPP) loans calmed the initial market turmoil, creating
incentives to maintain headcount at the onset of the pandemic and
preventing rash cuts. Giving us some confidence in the company's
continued resiliency, by third quarter with the majority of funds
depleted, rather than experience a drop-off OneDigital organic
performance rebounded."
"Taking into account the company's recent performance, we no longer
anticipate negative organic for 2020 but rather slightly positive
for the firm. That said, uncertainty and risk remain, including
factors such as economic recovery setbacks from virus resurgence
and the potential for furloughed employees to turn into layoffs.
Additionally, although stimulus did not appear to prop up third
quarter performance for OneDigital, we acknowledge that lack of
further stimulus could pose future risks to the industry. We will
continue to monitor macroeconomic conditions and employment levels
in light of the uncertainty over the duration of the pandemic."
Pro forma for the financing related to the LBO transaction (and
including EBITDA from acquisitions closed, and signed letters of
intent included in the transaction purchase price), S&P adjusted
leverage out of the box is 7.0x as of twelve months ended June 30,
2020. Leverage is down from the high of 7.9x at the time of the
June issuance and consistent with historical run rate where
leverage was 6.9x at year-end 2019.
S&P said, "With improvements to topline growth and expanded margins
relative to April 2020 projections, we expect the company to
operate in the 6.8x-7.0x range for the full year and into 2021. At
the same time, we forecast coverage will remain above 2.0x for
year-end 2020 and 2021. We expect OneDigital to deploy its delayed
draw term loan (along with potential future add-ons and/or sponsor
equity) in 2021 to fund future acquisitions of small- to midsize
assets, but given related EBITDA contributions and acquisition cash
multiples in the 5x-6x range for the company, we are not
anticipating that this will tick up leverage."
"Despite active inorganic growth and better-than-expected organic
results, OneDigital continues to be one of our smaller rated
brokers with pro forma revenues for acquisitions of $589 million as
of June 30, 2020. We assess OneDigital's business risk profiles as
weak due to its size and narrow focus in the highly competitive,
fragmented, and cyclical small-to-middle market insurance brokerage
industry. Operating predominantly in the employee benefits sector,
the company is more susceptible to any market or legislative
changes than more-diversified peers. Offsetting key risks are the
company's sustained successful performance, a reputable name in the
industry, experienced management team, and long-term stable
relationships with customers."
"OneDigital has adequate liquidity. We expect its cash sources to
exceed cash uses by at least 1.5x in the next 12 months (even with
a hypothetical EBITDA drop of 15%)."
Principal liquidity sources:
-- $10 million in cash on hand (following transaction close)
-- $150 million first-lien revolver (undrawn at transaction
close)
-- $200 million delayed draw term loan (undrawn at transaction
close)
-- Positive funds from operations
Principal liquidity uses:
-- Mandatory amortization of about $11 million per year on the
first-lien term loan plus excess cash-flow payments
-- Capital expenditures
-- Discretionary acquisitions
Debt maturities:
-- $150 million first-lien secured revolver due 2025
-- $1.08 billion first-lien secured term loan due 2027
-- $200 million first-lien secured delayed-draw term loan due
2027
The stable outlook reflects OneDigital's better-than-expected,
though still pressured, organic performance through second-quarter
2020 with recovery through the third quarter supported by retention
in its client base and improved margins.
S&P said, "We forecast organic to be flat to slightly positive and
inorganic growth of over 40%, pro forma, for 2020. We expect EBITDA
margins to expand to 27%-30% and result in pro forma adjusted
leverage of 6.8x-7.0x and coverage above 2.0x through 2021."
"We could lower our rating within 12 months if OneDigital's
financial leverage increases and remains above 7.0x or EBITDA cash
interest coverage falls below 2.0x through either deterioration in
organic growth or operating margins, or more aggressive financial
policies."
"Although unlikely in the next 12 months, we may raise our ratings
if OneDigital's financial policies become less aggressive and it
reduces its debt to EBITDA to 5x or less and sustains EBITDA
interest coverage of 3x-4x while continuing to broaden and
diversify its business profile."
AKORN OPERATING: S&P Assigns 'CCC+' ICR; Outlook Stable
-------------------------------------------------------
S&P Global Ratings assigned its 'CCC+' issuer credit rating to
Akorn Operating Co. LLC. S&P also assigned its 'CCC+' issue-level
rating to Akorn's $370 million senior secured term loan. The
recovery rating is '3', reflecting its expectation for meaningful
recovery (50% to 70%; rounded estimate: 50%) in the event of
payment default.
The outlook is stable, reflecting its expectation for high adjusted
leverage of around 6x and free cash deficits.
S&P said, "We expect significant operational recovery in 2021,
driven by the discontinuation of substantial one-time costs and
expenses from 2020 and demand recovery from the COVID-19 pandemic.
More than $100 million of litigation, refinancing, FDA remediation,
and employee retention expenses had a severe impact on 2020
performance, which we expect to result in a third straight fiscal
year of negative EBITDA. Further exacerbating the situation was the
COVID-19 pandemic, which caused lower demand and disruption to
health care practitioners, limiting patient access to treatments,
particularly in ophthalmology and acute care. Performance was most
affected in the second quarter, with revenue declining by more than
30% year over year. The pandemic also delayed follow-up FDA
inspections at Akorn's Decatur and Somerset facilities that are
required to lift warning letter and Official Action Indicated (OAI)
status. We expect 2021 demand will largely recover from the
second-quarter 2020 trough and that a large majority of the $100
million in extraordinary costs will roll off, resulting in positive
EBITDA."
"Fixed-charge requirements are much lower under the new capital
structure, but we still expect cash outflows. While Akorn's new
term loan has a much higher interest rate margin than the
pre-standstill agreement, the lack of mandatory amortization and
substantially reduced principal results in lower fixed charges.
However, we do not expect EBITDA to cover debt service costs and
capital expenditures, leading to cash outflows."
"Our "vulnerable" business risk assessment reflects our view that
Akorn operates with limited scale and scope in the highly
competitive generic pharmaceutical market. It competes against
much larger participants with significantly greater financial
resources and other smaller generic drug manufacturers. The company
produces drugs that are harder to manufacture than oral solids,
such as injectables, topicals, and inhalants. Still, pricing
pressure on generic drugs will limit overall organic growth rates.
The company's margins are also depressed because two of its
facilities cannot produce new products until the company receives
clearance from the FDA."
"Our financial risk assessment of highly leveraged reflects our
expectation for adjusted leverage around 6.0x. Although we expect
certain one-time costs to roll-off and a much lower debt burden, we
expect adjusted leverage to remain high at around 6.0x in 2021 and
2022."
"The stable outlook on Akorn reflects our expectation for a
deflationary, but more stable generic price environment, volume
recovery from depressed levels because of the pandemic, and a
decline in sizable one-time costs. It also reflects our expectation
for high adjusted leverage around 6.0x and cash outflows over the
next 12 months."
"We could consider a lower rating if it is difficult for Akorn to
turn around operations over the next 12 months, increasing cash
outflows. This could occur as a result of further delays to the
lifting the Official Action Indicated (OAI) status at the Somerset
and Decatur facilities, limiting new product approvals and
constraining revenue growth."
"We could consider a higher rating if Akorn outperforms our base
case over the next 12 months, supporting free cash generation."
AKUMIN INC: S&P Assigns 'B-' Issuer Credit Rating; Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating on Akumin
Inc. At the same time, S&P assigned its 'B-' issue-level and '3'
recovery ratings to the company's senior secured debt, indicating
its expectation for meaningful (50%-70%; rounded estimate: 50%)
recovery in the event of default.
"Our stable outlook reflects an expectation for steadily improving
patient volume growth as the coronavirus pandemic eases, leading to
low- to mid-single-digit-percent organic growth over the next two
years," S&P said.
"Our rating reflects the company's small scale of operations and
narrow focus on radiology, combined with leverage of about 6x, and
an inconsistent record of generating positive free cash flow." It
also reflects lingering risks related to the ongoing COVID-19
pandemic. Although volumes have recovered from trough levels around
April 2020, volumes still remain below historical levels," S&P
said.
Despite its recent rapid growth, the company has a limited
operating history. Akumin has been highly acquisitive since its
inception with the number of locations almost doubling in the past
three years and a tenfold increase over the past five years.
"We believe such rapid growth leaves it susceptible to integration
challenges and execution risks, as its operating history is short
and relatively unproven. We believe these risks will remain for at
least the next two years because we expect the company's
acquisition strategy to be sustained at a high level to supplement
organic growth in this slow-growing, mature industry," S&P said.
Slow organic growth. Diagnostic imaging is a slow-growing, mature
industry that struggles with chronic pricing pressures, partly
attributable to some industry overcapacity. However, some factors,
including increasing demand due to an aging population, could
contribute to growth. Additionally, industry growth may benefit
from the use of imaging as a screening and preventive tool.
Akumin has not consistently generated discretionary cash flow. S&P
expects continued discretionary cash flow deficits in 2020 and thin
discretionary cash flow generation in 2021. It believes sizable
capital expenditure requirements along with ongoing acquisition and
integration costs will remain a burden on the company's cash flow
for the next several years.
Lingering uncertainty from coronavirus pandemic. Ongoing adverse
effects from the coronavirus pandemic could weaken Akumin's
financial results. Akumin experienced significant patient volume
declines in the second quarter of 2020 because of the pandemic,
with current volumes still below pre-COVID levels.
"Although we cannot predict the pandemic's severity or duration, we
do not anticipate widespread stay-at-home restrictions similar to
what occurred in mid-March and April. We see ongoing risk with the
company's concentration in Texas and Florida, which continue to
experience relatively high levels of COVID cases," S&P said.
Akumin's debt-financed acquisition strategy will likely keep it
highly leveraged. S&P expects the company's lack of free cash flow
and its aggressive acquisition strategy will require it to seek
additional debt financing. Although S&P expects the company to
receive some additional equity to help keep leverage from reaching
higher levels, the rating agency expects leverage will remain over
6x for the next two years.
The company generates attractive operating margins. Akumin
generates attractive operating margins driven by its ability to
centralize several functions, thereby lowering staffing
requirements and other costs while increasing operating efficiency.
However, S&P believes customer service at the local level could be
impaired, possibly challenging the sustainability of its current
margins.
Akumin's market density and multimodality strategy enable it to
maintain market leadership. The majority of the company's
facilities are multimodality sites with several offerings including
MRI, CT, ultrasound, mammography, X-ray, and related procedures.
This multimodality offering and the company's market density in
most areas it serves are an attractive "one-stop" source for
referring physicians. S&P believes it also strengthens the
company's ability to receive more attractive reimbursement rates
from third-party payers.
This model could provide a competitive advantage as physicians can
service most of their patients' needs in the same center. However,
market density increases geographic risk from a regional event,
including natural disasters and the ongoing coronavirus pandemic.
The company operates about 75% of its facilities in Florida and
Texas.
S&P's stable outlook reflects its expectation for steadily
improving patient volume growth as the coronavirus pandemic
subsides, leading to low- to mid-single-digit-percent organic
growth over the next two years. It also expects the company to
continue its acquisition strategy to increase market density and
market share, resulting in improved operating efficiencies. S&P
anticipates adjusted EBITDA margins of about 30% in 2020 and 2021,
a discretionary cash flow deficit in 2020, and modest discretionary
cash flow generation in 2021.
"We could lower our rating if Akumin's margins fall 300 basis
points short of our base case such that leverage rises to over 8x,
and the company's cash flow deficit increases substantially. Should
this occur, we would doubt the sustainability of the company's
capital structure. In our view, this could happen if there is a
sizable cut in reimbursement rates, weaker-than-expected patient
volume, along with integration challenges as it continues its
acquisition strategy. We could also downgrade Akumin if the company
pursues a more aggressive debt-financed acquisition than we
anticipate," S&P said.
"We believe an upgrade is unlikely over the next 12 months.
However, we would consider raising the rating if the company
reduces adjusted debt-to-EBITDA leverage to below 5x on a sustained
basis and achieves sustained discretionary cash flow/debt over 3%,"
the rating agency said.
AMC ENTERTAINMENT: Might Sell Shares or End Up Bankrupt
-------------------------------------------------------
ClickOrlando.com reports that AMC Entertainment warns that it must
sell shares otherwise it will go bankrupt.
The company announced earlier it could run out of money by end of
2020.
The world's largest theater chain warns that it may have to file
bankruptcy soon.
ACM Theaters disclosed in a filing Tuesday, October 13, 2020, with
the Securities and Exchange Commission that it has a deal for
additional sources of liquidity.
That deal is with CitiGroup Global Markets and Goldman Sachs to
sell 15 million shares.
The theatre says if the agreement does not pan out it could likely
face Chapter 11 bankruptcy.
Earlier this month, AMC announced it could run out of money by the
end of the year 2020.
Despite these challenges, the movie theater chain has said it will
remain open.
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.
AMC 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.
AMC has been forced to close its shutter its theaters when the
Covid-19 pandemic struck in March 2020. It has reopened its
theaters but admissions have been substantially low.
The world's biggest theater chain said in an October filing that
liquidity will be largely depleted by the end of this year or early
next year if attendance doesn't pick up, and it's exploring actions
that include asset sales and joint ventures.
AMENTUM HOLDINGS: S&P Alters Outlook to Negative, Affirms 'B' ICR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on Germantown, Md.-based
government services provider Amentum Holdings LLC to negative from
stable following the company's announcement that it is acquiring
Dyncorp International Inc. for $1.055 billion. The rating agency
affirmed its 'B' issuer credit rating on the company.
Meanwhile, S&P assigned its 'B' issue-level rating and '3' recovery
rating to the company's proposed $980 million first-lien
incremental term loan due 2027. The rating agency also affirmed
its 'B' issue-level rating on the company's first-lien credit
facility and term loan, based on its understanding of the company's
capital structure pro forma for the acquisition, including the
incremental term loan to fund a portion of the purchase price. The
'3' recovery rating is unchanged.
The negative outlook reflects that Amentum's leverage will increase
due to the transaction and could remain around S&P's 7x debt to
EBITDA downgrade trigger through 2021.
"The outlook revision reflects our view that Amentum's credit
metrics will weaken beyond our downgrade trigger at the close of
the acquisition before improving in 2022," S&P said.
The company is paying approximately 8.8 times Dyncorp's estimated
trough EBITDA and plans to use debt to fund most of the $1.055
billion purchase price, which it expects will close at the end of
2020. Pro forma for the transaction, S&P expects Amentum's debt to
EBITDA to be approximately 7x on an S&P-adjusted basis, excluding
transaction costs, which is beyond the rating agency's downgrade
trigger for the rating. S&P is assuming modest initial cost savings
and views the integration as entailing some operational risk. It
estimates that the company's credit measures will improve in 2022
if the company integrates operations successfully and achieves
targeted cost savings. The company has minimal capital investment
requirements, and S&P projects the company will generate
discretionary cash flow, resulting in the opportunity to reduce
debt.
"The negative outlook reflects Amentum's elevated leverage pro
forma for the acquisition and our expectation that its debt to
EBITDA will remain high through 2021. If the company executes a
successful integration and a realization of cost savings, we
estimate that credit measures will improve in 2022. We expect debt
to EBITDA to be about 7x in 2021 before improving to near 6x in
2022," S&P said.
S&P could lower its rating on Amentum if it expects leverage to
remain above 7x without prospects for improvement. This could occur
if:
-- Integration of Dyncorp results in underperformance due to cost
overruns or program delays;
-- The company does not meet its cost-savings target; or
-- There were a large debt-financed acquisition, capital
improvement, or dividend.
S&P could revise the outlook to stable if it expects leverage to
improve to and remain below 7x on a consistent basis. This could
occur if:
-- Amentum successfully integrates the acquisition of Dyncorp,
-- The company meets or exceeds its cost-savings target, or
-- The company applies discretionary cash flow to debt repayment.
ASCENA RETAIL: Bluestar Has $60M Opening Bid for Justice Brands
---------------------------------------------------------------
Bluestar Alliance LLC announced Oct. 21, 2020, that they have won
the "stalking horse" position for popular tween fashion brand
Justice, currently owned by Tween Brands Inc., which is part of the
Ascena Retail Group.
Bluestar's bid which is valued in excess of $60 million consists of
$44 million in cash and includes the intellectual property and
related assets as well as assumption of certain liabilities.
"We offered a bid that we believe speaks to the strong existing
connection consumers have to the Justice brand and its future
potential," stated Joey Gabbay, CEO of Bluestar Alliance. "We look
forward to maximizing the business with both current and new
partners, as well as growing the brand to enhance and expand its
current footprint."
Bluestar believes that the Justice brand will sit perfectly within
its existing brand portfolio. "We have had significant success in
the teen, tween & children's markets, and believe the Justice brand
will benefit from our existing relationships and sizeable
market-share," said Ralph Gindi, COO of Bluestar Alliance.
Bluestar plans to focus and capitalize on the strong brand
recognition of Justice both domestically and internationally as it
connects with its core customer around the world.
About Bluestar Alliance
Bluestar Alliance, founded in 2006 by Joseph Gabbay and Ralph
Gindi, owns, manages, and markets a portfolio of consumer brands
including Hurley, bebe, Tahari, Brookstone, Kensie, Limited Too,
Nanette Lepore, Catherine Malandrino and others that span across
many tiers of distribution. Bluestar Alliance specializes in
developing and marketing consumer brand companies through extensive
relationships with leading retailers, brand licensing manufacturers
and a network of media and strategic partners. Bluestar Alliance's
current international and domestic partners offer the opportunity
to take a niche brand to a visible worldwide lifestyle brand.
Bluestar's retail footprint includes over 250 stores, shop in
shops, and distributors in North America, Europe, South America,
Japan, China, Korea, Australia, the Middle East, UAE, Kuwait,
Egypt, Saudi Arabia, Lebanon, and many more. Since its inception,
the company has acquired select brands with retail sales expected
to exceed $3.5 billion in 2020.
About Ascena Retail Group
Ascena Retail Group, Inc. (Nasdaq: ASNA) --
http://www.ascenaretail.com/-- is a national specialty retailer
offering apparel, shoes, and accessories for women under the
Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus Fashion
(Lane Bryant, Catherines and Cacique), and Value Fashion
(Dressbarn) segments, and for tween girls under the Kids Fashion
segment (Justice). Ascena, through its retail brands, operates
ecommerce websites and approximately 2,800 stores throughout the
United States, Canada, and Puerto Rico.
Ascena Retail reported a net loss of $661.4 million for the fiscal
year ended Aug. 3, 2019, a net loss of $39.7 million for the year
ended Aug. 4, 2018, and a net loss of $1.06 billion for the year
ended July 29, 2017.
On July 23, 2020, Ascena Retail Group and its affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case No. 20-33113). As of
Feb. 1, 2020, Ascena Retail had $13,690,710,379 in assets and
$12,516,261,149 in total liabilities.
The Hon. Kevin R. Huennekens is the case judge.
The Debtors tapped Kirkland & Ellis LLP and Cooley LLP as
bankruptcy counsel, Guggenheim Securities, LLC as financial
advisor, and Alvarez and Marsal North America, LLC as restructuring
advisor. Prime Clerk, LLC is the claims agent.
ASP MCS ACQUISITION: S&P Upgrades ICR to 'B-' on Restructuring
--------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on ASP MCS
Acquisition Corp. (MCS) to 'B-' from 'D'. The outlook is stable.
Subsequently, S&P withdrew all its ratings on the company.
The upgrade and subsequent withdrawal follow the completion of the
restructuring of MCS on Oct. 6, 2020.
"We expect the company will generate modest free operating cash
flow over the next 12 months. Under our base case, we expect the
company to return to revenue growth next year as the foreclosure
moratorium is lifted and higher default rates lead to higher
foreclosed home supply and increased demand for MCS' services," S&P
said.
"The rating reflects the company's relatively small scale compared
with similarly rated companies across all industries; the company's
revenue dependency on cyclical home mortgage delinquency rates; our
uncertainty regarding future operating conditions or the impact of
adverse government policy changes regarding foreclosure moratoriums
on demand; and our expectations for modest cash flow generation
over the next 12 months," S&P said.
The company's $25 million revolving credit facility ($3 million
outstanding at close) should provide the company with adequate
liquidity over the next 12-18 months to fund business operations
and any additional working capital needs as business conditions
improve.
AVANTOR FUNDING: Moody's Rates New $1.35BB Term Loan 'Ba2'
----------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Avantor Funding,
Inc. proposed new term loan B due 2027 for at least $1.35 billion.
There are no changes to Avantor's existing ratings including the B1
Corporate Family Rating, B1-PD Probability of Default Rating, Ba2
senior secured rating, and SGL-1 Speculative Grade Liquidity
rating. The outlook remains positive.
Proceeds of the offering will be primarily used to refinance its
existing debt and pay fees and expenses. Moody's views the
transaction as a credit positive as it will lower interest costs
and extend Avantor's debt maturity profile. Moody's anticipates
that Avantor's refinancing strategy will be leverage-neutral, with
pro forma debt/EBITDA of close to 5.0x. Moody's understands that,
as part of this refinancing, Avantor could issue additional senior
secured debt in the near future.
Ratings assigned:
Issuer: Avantor Funding, Inc.
Senior Secured Term Loan B expiring 2027, Assigned Ba2 (LGD2)
RATINGS RATIONALE
Avantor's B1 CFR reflects moderately high financial leverage with
adjusted debt/EBITDA of 5.0 times as of June 30, 2020. The rating
is supported by the steady and largely recurring nature of around
85% of revenue, as well as high customer switching costs associated
with the ultra-high purity materials business. It also reflects
good scale with revenues just over $6 billion and good customer,
geographic, and product diversification. Moody's expects Avantor
will generate strong free cash flow over the next 12-18 months
despite headwinds resulting from the coronavirus pandemic.
The Speculative Grade Liquidity Rating of SGL-1 reflects Moody's
expectation that Avantor's liquidity will remain very good over the
next 12 to 18 months. Avantor's liquidity is supported by $415
million of cash as of June 30, 2020. Moody's estimates that Avantor
will generate over $500 million of free cash flow over the next 12
months, aided by working capital management and lower interest
expense, and reduced corporate restructuring and integration costs.
External liquidity is supported by a $515 million senior secured
revolving credit facility expiring in July 2025. Furthermore, the
company has an accounts receivable securitization facility
(unrated) that provides for borrowings of up to $300 million, which
expires in March 2023.
The positive outlook reflects Moody's expectation that Avantor will
reduce adjusted debt/EBITDA to the 4.5 -- 5.0 times range over the
next 12-18 months, primarily through debt repayment and to a lesser
extent earnings growth.
Avantor faces some degree of environmental risk due to the handling
of, manufacturing, use or sale of substances that are or could be
classified as toxic or hazardous materials. From a governance
standpoint, Avantor has had a publicly stated debt/EBITDA target
range of 2.0 - 4.0 times since its IPO in July 2019; however, it is
currently above that range. Moody's regards the coronavirus
outbreak as a social risk under its ESG framework, given the
substantial implications for public health and safety.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be upgraded if Avantor can sustain revenue and
earnings growth despite business headwinds arising from the ongoing
coronavirus outbreak. Specifically, debt to EBITDA sustained below
5.0 times would support an upgrade.
The ratings could be downgraded if Avantor is unable to
consistently produce positive free cash flow. A downgrade could
also occur if debt to EBITDA is sustained above 5.75 times.
Avantor is a global provider of mission critical products and
services to the life sciences and advanced technologies & applied
materials industries. Headquartered in Pennsylvania, the company
generates revenue of roughly $6 billion annually.
The principal methodology used in this rating was Distribution &
Supply Chain Services Industry published in June 2018.
AVID BIOSERVICES: All Three Proposals Passed at Annual Meeting
--------------------------------------------------------------
Avid Bioservices, Inc., held its 2020 Annual Meeting of
Stockholders in a virtual-only format on Oct. 20, 2020, at which
the stockholders:
(1) elected Mark R. Bamforth, Joseph Carleone, Ph.D., Nicholas
S.
Green, Richard B. Hancock, Catherine Mackey, Ph.D., Gregory
P. Sargen, and Patrick D. Walsh to serve on the Company's
Board of Directors until the Company's 2021 Annual Meeting
of
Stockholders;
(2) ratified the appointment of Ernst & Young LLP as the
Company's independent registered public accounting firm for
the fiscal year ending April 30, 2021; and
(3) approved, on an advisory basis, a non-binding resolution
approving the compensation of the named executive officers
as
disclosed in the Company's Definitive Proxy Statement for
its
2020 Annual Meeting of Stockholders.
About Avid Bioservices
Avid Bioservices -- http://www.avidbio.com/-- is a dedicated
contract development and manufacturing organization (CDMO) focused
on development and CGMP manufacturing of biopharmaceutical drug
substances derived from mammalian cell culture. The company
provides a comprehensive range of process development, CGMP
clinical and commercial manufacturing services for the
biotechnology and biopharmaceutical industries. With over 27 years
of experience producing monoclonal antibodies and recombinant
proteins, Avid's services include CGMP clinical and commercial drug
substance manufacturing, bulk packaging, release and stability
testing and regulatory submissions support. For early-stage
programs, the company provides a variety of process development
activities, including upstream and downstream development and
optimization, analytical methods development, testing and
characterization. The scope of its services ranges from standalone
process development projects to full development and manufacturing
programs through commercialization.
Avid Bioservires reported a net loss of $10.47 million for the year
ended April 30, 2020, a net losses of $4.21 million for the year
ended April 30, 2019, and a net loss of $21.81 million for the year
ended April 30, 2018. As of July 31, 2020, the Company had $105.56
million in total assets, $59.02 million in total liabilities, and
$46.54 million in total stockholders' equity.
"We currently anticipate that our cash and cash equivalents as of
April 30, 2020, excluding the aforementioned $4.4 million in loan
proceeds that were returned to the lender thereof in May 2020,
combined with our projected cash receipts from services to be
rendered under our existing customer contracts, will be sufficient
to fund our operations for at least the next 12 months from the
date of this Annual Report.
"In the event we are unable to generate sufficient cash flow to
support our current operations, we may need to raise additional
capital in the equity markets in order to fund our future
operations. We may raise funds through the issuance of debt or
through the public offering of securities. There can be no
assurance that these financings will be available on acceptable
terms, or at all. Our ability to raise additional capital in the
equity and debt markets is dependent on a number of factors
including, but not limited to, the market demand for our common
stock. The market demand or liquidity of our common stock is
subject to a number of risks and uncertainties including, but not
limited to, our financial results and economic and market
conditions. Further, global financial crises and economic
downturns, including those caused by widespread public health
crises such as the COVID-19 pandemic, may cause extreme volatility
and disruptions in capital and credit markets, and may impact our
ability to raise additional capital when needed on acceptable
terms, if at all. If we are unable to fund our continuing
operations through these sources, we may need to restructure, or
cease, our operations. In addition, even if we are able to raise
additional capital, it may not be at a price or on terms that are
favorable to us. Any of these actions could materially harm our
business, financial condition, results of operations, and future
prospects," the Company stated in its Fiscal 2020 Annual Report.
AXIA REALTY: Case Summary & 3 Unsecured Creditors
-------------------------------------------------
Debtor: Axia Realty, LLC
1790 Broadway
Suite 1700
New York, NY 10019
Business Description: Axia Realty, LLC is the owner of fee simple
title to four real properties, all in
New York, having a total current value of
$45.75 million.
Chapter 11 Petition Date: October 26, 2020
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 20-12511
Judge: Hon. Martin Glenn
Debtor's Counsel: Scott S. Markowitz, Esq.
TARTER KRINSKY & DROGIN LLP
1350 Broadway
11th Floor
New York, NY 10018
Tel: (212) 216-8000
Email: smarkowitz@tarterkrinsky.com
Total Assets: $45,750,000
Total Liabilities: $9,197,428
The petition was signed by Antonia Milonas, manager.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/HRTGAEA/Axia_Realty_LLC__nysbke-20-12511__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Three Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Meister Seelig & Fein LLP Unpaid Legal Fees $366,122
125 Park Avenue
7th Floor
New York, NY 10017
Stephen B. Meister
Tel: (212) 655-3500
Email: sbm@msf-law.com
2. IMI Construction Construction $25,000
405 E 50th Street Work
New York, NY 10022
3. RICE Architects Architect for $2,000
Attn: Barry rice the condo
5 Hanover Square Conversion
New York, NY 10004
BETTER CHOICE: Has $18.4-Mil. Loss for the Quarter Ended June 30
----------------------------------------------------------------
Better Choice Company Inc. filed its quarterly report on Form 10-Q,
disclosing a net and comprehensive loss available to common
stockholders of $18,438,000 on $9,941,000 of net sales for the
three months ended June 30, 2020, compared to a net and
comprehensive loss available to common stockholders of $161,533,000
on $4,084,000 of net sales for the same period in 2019.
At June 30, 2020, the Company had total assets of $50,728,000,
total liabilities of $56,776,000, and $16,614,000 in total
stockholders' deficit.
The Company said, "We have incurred losses over the last three
years and has an accumulated deficit. We expect to continue to
generate operating losses and consume significant cash resources
for the foreseeable future. Without additional financing, these
conditions raise substantial doubt about our ability to continue as
a going concern, meaning that we may be unable to continue
operations for the foreseeable future or realize assets and
discharge liabilities in the ordinary course of operations. We are
implementing plans to achieve cost savings and other strategic
objectives to address these conditions. We expect cost savings
from consolidation of third-party manufacturers, optimizing
shipping and warehousing as well as overhead cost reductions. The
business is focused on growing the most profitable channels while
reducing investments in areas that are expected to have lower
long-term benefits."
A copy of the Form 10-Q is available at:
https://is.gd/piqaHz
Better Choice Company Inc., a pet wellness company, provides
hemp-based raw cannabidiol infused and non-cannabidiol infused
food, treats, and supplements in the United States. The company
also offers dental care products and accessories for pets and pet
parents. It primarily sells its products under the TruDog, RawGo,
TruCat, OraPup, and Bona Vida brand names through its online
portal, as well as online retailers and pet specialty stores. The
company was founded in 2019 and is headquartered in Oldsmar,
Florida.
BLACK RIDGE: Has $717,000 Net Income for Quarter Ended June 30
--------------------------------------------------------------
Black Ridge Oil & Gas, Inc. filed its quarterly report on Form
10-Q, disclosing a net income (attributable to the Company) of
$716,782 on $0 of total revenues for the three months ended June
30, 2020, compared to a net loss (attributable to the Company) of
$630,687 on $30,000 of total revenue for the same period in 2019.
At June 30, 2020, the Company had total assets of $5,755,610, total
liabilities of $1,537,320, and $4,218,290 in total stockholders'
equity.
The Company said, "As of June 30, 2020, the Company has incurred
recurring losses from operations resulting in an accumulated
deficit of $33,286,196, and as of June 30, 2020, the Company's cash
on hand may not be sufficient to sustain operations. These factors
raise substantial doubt about the Company's ability to continue as
a going concern. The Company is currently seeking sources of
capital to fund the requirements of the Asset Purchase Agreement
including selling its shares of AESE or other sources of capital.
The Company intends to sell its AESE shares to continue as a going
concern, however, there can be no assurance the share price will be
sufficient to sustain operations, therefore the Company may be
dependent upon its ability to secure equity and/or debt financing
and there are also no assurances that the Company will be
successful; therefore, without sufficient financing it would be
unlikely for the Company to continue as a going concern.
"We continue to pursue sources of additional capital through
various financing transactions or arrangements, including joint
venturing of projects, equity or debt financing or other means. We
may not be successful in identifying suitable funding transactions
in a sufficient time period or at all, and we may not obtain the
capital we require by other means. If we do not succeed in raising
additional capital, our resources may not be sufficient to fund our
business.
"The report of the Company's independent registered public
accounting firm that accompanies its audited consolidated financial
statements in the Company's Annual Report on Form 10-K/A contains
an explanatory paragraph regarding the substantial doubt about the
Company's ability to continue as a going concern. The consolidated
financial statements do not include any adjustments that might
result from the outcome of the going concern uncertainty."
A copy of the Form 10-Q is available at:
https://is.gd/IBMRbW
Black Ridge Oil & Gas, Inc. -- http://www.blackridgeoil.com/-- is
focused on acquiring, investing in, and managing the oil and gas
assets for its partners. The Company continues to pursue asset
acquisitions in all major onshore unconventional shale formations
that may be acquired with capital from its existing joint venture
partners or other capital providers. Additionally, as the sponsor
and manager of Black Ridge Acquisition Corp., the Company is
focused on assisting BRAC in its efforts to identify a prospective
target business for a merger, share exchange, asset acquisition or
other similar business combination. Black Ridge is based in
Minneapolis, Minnesota.
BLOCKCHAIN OF THINGS: Recurring Losses Cast Going Concern Doubt
---------------------------------------------------------------
Blockchain of Things, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $296,806 on $0 of net revenue for
the three months ended June 30, 2020, compared to a net loss of
$746,810 on $0 of net revenue for the same period in 2019.
At June 30, 2020, the Company had total assets of $1,610,096, total
liabilities of $13,328,582, and $11,718,486 in total stockholders'
deficit.
Blockchain of Things said, "The Company has experienced recurring
losses and negative cash flows from operations. At June 30, 2020
the Company had cash of $33,981, a working capital deficit of
$11,677,433, total stockholders' deficit of $11,718,486 and an
accumulated deficit of $11,719,363. Further, the Company is
required to offer to refund amounts raised in the Offering as a
result of an agreed upon settlement with the Securities and
Exchange Commission. These factors create substantial doubt about
the Company's ability to continue as a going concern."
A copy of the Form 10-Q is available at:
https://is.gd/3UEBxU
Blockchain of Things, Inc. is a technology company established to
develop and implement blockchain technology, specifically by
providing a platform, or web services layer, designed to improve
upon existing blockchain technology, including its security and
ease of use. The Company is based in New York.
BRAEMAR HOTELS: Has $51.5M Net Loss for the Quarter Ended June 30
-----------------------------------------------------------------
Braemar Hotels & Resorts Inc. filed its quarterly report on Form
10-Q, disclosing a net loss of $51,491,000 on $12,895,000 of total
revenue for the three months ended June 30, 2020, compared to a net
loss of $5,623,000 on $118,516,000 of total revenue for the same
period in 2019.
At June 30, 2020, the Company had total assets of $1,721,977,000,
total liabilities of $1,280,427,000, and $302,138,000 in total
equity.
Braemar Hotels said, "The Company has determined that there is
substantial doubt about the Company's ability to continue as a
going concern within one year after the date the financial
statements are issued. In making this determination pursuant to
U.S. generally accepted accounting principles, the Company cannot
consider any remedies that are outside of the Company's control and
have not been fully implemented. As a result, the Company could
not consider future potential fundraising activities, whether
through equity or debt offerings, dispositions of hotel properties
or the likelihood of obtaining forbearance agreements as we could
not conclude they were probable of being effectively implemented.
Any forbearance agreement will most likely lead to increased costs,
increased interest rates, additional restrictive covenants and
other possible lender protections. In addition to or in lieu of
obtaining forbearance agreements, the Company could turn over the
hotels securing the mortgage loans to the respective lenders."
A copy of the Form 10-Q is available at:
https://is.gd/PpHaLf
Braemar Hotels & Resorts Inc. (NYSE: BHR) operates as a real estate
investment company. The Company acquires and invests in luxury
hotels and resorts. Braemar Hotels & Resorts serves customers in
the United States.
BREWBILT MANUFACTURING: Needs More Capital to Remain Going Concern
------------------------------------------------------------------
BrewBilt Manufacturing Inc. filed its quarterly report on Form
10-Q, disclosing a net loss of $6,487,373 on $56,554 of sales for
the three months ended June 30, 2020, compared to a net loss of
$85,862 on $518,428 of sales for the same period in 2019.
At June 30, 2020, the Company had total assets of $1,185,187, total
liabilities of $7,346,488, and $6,161,301 in total shareholders'
deficit.
BrewBilt said, "The Company has experienced net losses to date, and
it has not generated sufficient revenue from operations to meet our
operational overhead. We will need additional working capital to
service debt and for ongoing operations, which raises substantial
doubt about our ability to continue as a going concern. Management
of the Company is preparing a strategy to meet operational
shortfalls which may include equity funding, short term or
long-term financing or debt financing, to enable the Company to
reach profitable operations. Historically, the Company's sole
officer and director has provided short term loans to meet working
capital shortfalls. We have recently entered into financing
agreements with various third parties to meet our capital needs in
fiscal 2020."
A copy of the Form 10-Q is available at:
https://is.gd/O8hrgd
BrewBilt Manufacturing Inc. (OTCPINK: BBRW) manufactures
handcrafted brewery equipment. The Company offers custom design,
hand crafts and integrates processing, fermentation and
distillation processing systems for the craft beer, cannabis and
hemp industries. BrewBilt Manufacturing serves customers in the
United States.
BRIDGELINE DIGITAL: Reports $1.7-Mil. Net Loss for June 30 Quarter
------------------------------------------------------------------
Bridgeline Digital, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $1,701,000 on $2,632,000 of total net
revenue for the three months ended June 30, 2020, compared to a net
income of $7,311,000 on $2,693,000 of total net revenue for the
same period in 2019.
At June 30, 2020, the Company had total assets of $11,297,000,
total liabilities of $8,050,000, and $3,247,000 in total
stockholders' equity.
Bridgeline said, "While the Company believes that future revenues
and cash flows, as we continue to integrate and realize a full year
of operations from acquisitions completed in the fiscal 2019 second
quarter, will supplement its working capital and it has an
appropriate cost structure to support future revenue growth, based
upon its current working capital and projected cash flows in the
next twelve months, the Company will need additional sources of
financing in place in order to ensure its operations are adequately
funded. No definitive agreements for additional financing are in
place as of the date of this Form 10-Q and there can be no
assurances that additional sources of financing could be obtained
on terms that are favorable or acceptable to us and that revenue
growth and improvement in cash flows can be achieved. Accordingly,
management believes there is substantial doubt about the Company's
ability to continue as a going concern for at least twelve months
following the issuance of this Form 10-Q."
A copy of the Form 10-Q is available at:
https://is.gd/o6ob3e
Burlington, Massachusetts-based Bridgeline Digital, Inc. aims to
help customers maximize the performance of their full digital
experience -- from websites and intranets to online stores and
campaigns. Bridgeline's iAPPS(R) platform integrates Web Content
Management, eCommerce, eMarketing, Social Media management, and Web
Analytics for marketers deliver digital experiences that attract,
engage and convert their customers across all channels.
BRIGGS & STRATTON: Taps Hansen Reynolds as Special Counsel
----------------------------------------------------------
Briggs & Stratton Corporation and its affiliates received approval
from the U.S. Bankruptcy Court for the Eastern District of Missouri
to retain Hansen Reynolds LLC as their special counsel.
Hansen Reynolds is the Debtors' legal counsel in an insurance
lawsuit pending in the Circuit Court of Wisconsin, Milwaukee
County. Through the lawsuit, the Debtors seek to recover from
insurance carriers millions of dollars in contribution that they
paid to certain personal injury claimants.
The firm also assists the Debtors in considering new causes of
action that may now be appropriate following their Chapter 11
filing.
The firm's hourly rate is set at $250 per hour for all attorneys.
Hansen Reynolds neither represents nor holds any interest adverse
to the Debtor and its estate, according to court filings.
The firm can be reached through:
Thomas S. Reynolds II
Hansen Reynolds LLC
301 N Broadway #400
Milwaukee, WI 53202
Phone: +1 414-455-7676
About Briggs & Stratton Corporation
Briggs & Stratton Corporation is a producer of gasoline engines for
outdoor power equipment and a designer, manufacturer and marketer
of power generation, pressure washer, lawn and garden, turf care,
and job site products. The Company's products are marketed and
serviced in more than 100 countries on six continents through
40,000 authorized dealers and service organizations. Visit
https://www.basco.com for more information.
Briggs & Stratton Corporation and four affiliates concurrently
filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 20-43597) on July
20, 2020. The petitions were signed by Mark A. Schwertfeger, senior
vice president and chief financial officer. At the time of the
filing, Briggs & Stratton Corporation disclosed total assets of
$1,589,398,000 and total liabilities of $1,350,058,000 as of March
29, 2020.
Judge Barry S. Schermer oversees the cases.
The Debtors have tapped Weil, Gotshal & Manges LLP as bankruptcy
counsel, Carmody MacDonald P.C. as local counsel, Foley & Lardner
LLP as corporate counsel, Houlihan Lokey Inc. as investment banker,
Ernst & Young, LLP as restructuring and tax advisor, Deloitte LLP
as auditor and tax consultant, and Kurtzman Carson Consultants, LLC
as claims and noticing agent.
The Office of the U.S. Trustee appointed a committee to represent
unsecured creditors in Debtors' Chapter 11 cases. The committee
has tapped Brown Rudnick, LLP as its bankruptcy counsel, Doster,
Ullom & Boyle, LLC as local counsel, and Berkeley Research Group,
LLC as financial advisor.
BROWNIE'S MARINE: BLU3 Product is Now Available on Amazon.com
-------------------------------------------------------------
Brownies Marine Group, Inc.'s BLU3 revolutionary line of
ultra-portable tankless diving systems will be available on
Amazon.com. The company recently shipped their first product to
Amazon Prime and is expected to be available for shipping in the
next week. Brownie's Marine has also created their own store front
on Amazon, which was approved and is currently live.
Robert Carmichael, president and CEO, stated, "Our BLU3 line of
tankless diving system is a critical stage in providing full
vertical integration of the diving experience for the consumer.
The Nemo and future iterations of the product are perfect ways to
get people into the water, and start their diving experience. We
continue to execute on our growth strategy and are excited about
broadening our reach through product availability on Amazon. This
has been a priority for our team as Amazon is the leading venue for
consumer shopping today."
About Brownie's Marine
Headquartered in Pompano Beach, Florida, Brownie's Marine Group,
Inc., through its wholly owned subsidiaries, designs, tests, and
manufactures tankless dive systems, yacht-based SCUBA air
compressor and nitrox generation fill systems and acts as the
exclusive distributor for North and South America for Lenhardt &
Wagner GmbH compressors in the high-pressure breathing air and
industrial gas markets.
As of June 30, 2020, the Company had $2.25 million in total assets,
$1.66 million in total liabilities, and $588,919 in total
stockholders' equity.
Liggett & Webb, P.A., in Boynton Beach, Florida, the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated June 26, 2020, citing that the Company has experienced
net losses for consecutive periods and has a large accumulated
deficit. These factors raise substantial doubt about the Company's
ability to continue as a going concern.
BRUIN E&P PARTNERS: Williston Unsecureds to Get 0.4% of Interest
----------------------------------------------------------------
Bruin E&P Partners, LLC, et al. submitted a First Amended Joint
Prepackaged Chapter 11 Plan of Reorganization.
Each holder of an Allowed RBL Claim in Class 3 will receive, in
full and final(b)satisfaction of such Claim, its Pro Rata share of
92.5% of the New Interests,subject to dilution by the Management
Incentive Plan
Each holder of an Allowed Notes Claim in Class 4 will receive, in
full and(b)final satisfaction of such claim, its Pro Rata share of
7.1% of the New Interests,subject to dilution by the Management
Incentive Plan
Class 5A General Unsecured Claims Against Debtors Other than the
Bruin Williston Debtor -- totaling $6.6 million -- are unimpaired
under the Plan. Each holder of an Allowed General Unsecured Claim
against Debtors other than(b)the Bruin Williston Debtor shall
receive, in full and final satisfaction of such Claim, (i) payment
in full in Cash on the later of (x) the Effective Date, or (y) the
date due in the ordinary course of business in accordance with the
terms and conditions of the particular transaction or agreement
giving rise to such Claim, or (ii) such other treatment that
renders such Claim Unimpaired. Creditors may recover 100% of
claims.
Class 5B General Unsecured Claims Against the Bruin Williston
Debtor -- totaling $596.8 million -- are impaired under the Plan.
Each holder of an Allowed General Unsecured Claim against the Bruin
Williston Debtor will receive, in full and final satisfaction of
such Claim, its pro rata share of 0.4% of the New Interests,
subject to dilution by the Management Incentive Plan. Creditors
are projected to recover 0.2 percent of their claims.
Class 8 Bruin Interests are impaired. On the Effective Date,
existing Interests will be cancelled, released, and extinguished
without any distribution on account of such existing Interests.
A full-text copy of the First Amended Joint Prepackaged Chapter 11
Plan of Reorganization dated August 24, 2020, is available at
https://tinyurl.com/yxzq7zoj from PacerMonitor.com at no charge.
A full-text copy of the Disclosure Statement dated August 26, 2020,
is available at https://tinyurl.com/yyqm2m7w from PacerMonitor.com
at no charge.
Proposed Co-Counsel to the Debtors:
Matthew D. Cavenaugh
Veronica A. Polnick
JACKSON WALKER L.L.P.
1401 McKinney Street, Suite 1900
Houston, Texas 77010
Telephone: (713) 752-4200
Facsimile: (713) 752-4221
Email: mcavenaugh@jw.com
vpolnick@jw.com
Proposed Co-Counsel to the Debtors:
Edward O. Sassower, P.C.
Steven N. Serajeddini, P.C.
KIRKLAND & ELLIS LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
Email: edward.sassower@kirkland.com
steven.serajeddini@kirkland.com
- and -
W. Benjamin Winger
300 North LaSalle Street
Chicago, Illinois 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
E-mail: benjamin.winger@kirkland.com
- and -
AnnElyse Scarlett Gains
1301 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
Telephone: (202) 389-5000
Facsimile: (202) 389-5200
Email: annelyse.gains@kirkland.com
About Bruin E&P Partners
Bruin E&P Partners, LLC -- http://www.bruinep.com/-- is a
privately owned exploration and production enterprise focused on
the acquisition and development of onshore oil and natural gas
producing properties. Its production and development activities
are located in North Dakota. Headquartered in Houston, Texas, and
with offices in Colorado and North Dakota, Bruin has 134
employees.
Bruin E&P Partners filed a Chapter 11 petition (Bankr. S.D. Tex.
Case No. 20-33605) on July 16, 2020. At the time of filing, the
Debtor had $1 billion to $10 billion estimated assets and $1
billion to $10 billion estimated liabilities.
The Hon. Marvin Isgur oversees the case.
Kirkland & Ellis LLP is serving as legal counsel to Bruin, PJT
Partners LLP is serving as financial advisor, AlixPartners LLP is
serving as restructuring advisor, and Jackson Walker L.L.P. is
serving as local legal counsel. Omni Agent Solutions is the claims
agent, maintaining the page http://www.omniagentsolutions.com/bruin
BRUIN E&P: Amended Joint Prepackaged Plan Confirmed by Judge
------------------------------------------------------------
Judge Marvin Isgur has entered findings of fact, conclusions of law
and order approving the Disclosure Statement and confirming the
Amended Joint Prepackaged Chapter 11 Plan of Reorganization of
Bruin E&P Partners, LLC and its Debtor Subsidiaries.
The Plan complies with all applicable provisions of the Bankruptcy
Code as required by section 1129(a)(1) of the Bankruptcy Code. In
addition, the Plan is dated and identifies the Entities submitting
it, thereby satisfying Bankruptcy Rule 3016(a).
The exculpation, described in Article VIII.F of the Plan is
appropriate under applicable law because it was proposed in good
faith, was formulated following extensive good-faith, arm's-length
negotiations with key constituents, and is appropriately limited in
scope.
The Plan satisfies the requirements of section 1129(a)(3) of the
Bankruptcy Code. The Debtors have proposed the Plan in good faith
and not by any means forbidden by law. In so determining, the Court
has examined the totality of the circumstances surrounding the
filing of these Chapter 11 Cases, the Plan, the Restructuring
Support Agreement, the process leading to Confirmation, including
the overwhelming support of holders of Claims and Interests for the
Plan, and the transactions to be implemented pursuant thereto.
A full-text copy of the order and plan dated August 28, 2020, is
available at https://tinyurl.com/y54zb6v5 from PacerMonitor at no
charge.
A copy of the amended order is available at:
https://cdn.pacermonitor.com/pdfserver/CUJVJ2A/130791428/Bruin_EP_Partners_LLC_and_Bruin__txsbke-20-33605__0241.0.pdf
Proposed Co-Counsel to the Debtors:
JACKSON WALKER L.L.P.
Matthew D. Cavenaugh
Veronica A. Polnick
1401 McKinney Street, Suite 1900
Houston, Texas 77010
Telephone: (713) 752-4200
Facsimile: (713) 752-4221
E-mail: mcavenaugh@jw.com
vpolnick@jw.com
- and -
KIRKLAND & ELLIS LLP
Edward O. Sassower, P.C.
Steven N. Serajeddini, P.C.
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
E-mail: edward.sassower@kirkland.com
steven.serajeddini@kirkland.com
- and -
W. Benjamin Winger
300 North LaSalle Street
Chicago, Illinois 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
E-mail: benjamin.winger@kirkland.com
- and -
AnnElyse Scarlett Gains
1301 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
Telephone: (202) 389-5000
Facsimile: (202) 389-5200
E-mail: annelyse.gains@kirkland.com
About Bruin E&P Partners
Bruin E&P Partners, LLC -- http://www.bruinep.com/-- is a
privately owned exploration and production enterprise focused on
the acquisition and development of onshore oil and natural gas
producing properties. Its production and development activities
are located in North Dakota. Headquartered in Houston, Texas, and
with offices in Colorado and North Dakota, Bruin has 134
employees.
Bruin E&P Partners filed a Chapter 11 petition (Bankr. S.D. Tex.
Case No. 20-33605) on July 16, 2020. At the time of filing, the
Debtor had $1 billion to $10 billion estimated assets and $1
billion to $10 billion estimated liabilities.
The Hon. Marvin Isgur oversees the case.
Kirkland & Ellis LLP is serving as legal counsel to Bruin, PJT
Partners LLP is serving as financial advisor, AlixPartners LLP is
serving as restructuring advisor, and Jackson Walker L.L.P. is
serving as local legal counsel. Omni Agent Solutions is the claims
agent, maintaining the page
CALIFORNIA RESOURCES: Posts $247.0MM Net Loss for June 30 Quarter
-----------------------------------------------------------------
California Resources Corporation filed its quarterly report on Form
10-Q, disclosing a net loss of $247 million on $276 million of
total revenues for the three months ended June 30, 2020, compared
to a net income of $41 million on $653 million of total revenues
for the same period in 2019.
At June 30, 2020, the Company had total assets of $4,930 million,
total liabilities of $6,478 million, and $2,376 million in total
deficit.
The Company said, "We currently expect that our cash flows, cash on
hand and financing available through our DIP credit agreements
should provide sufficient liquidity during the pendency of the
Chapter 11 Cases. However, for the duration of the Chapter 11
Cases, our operations and our ability to develop and execute our
business plan are subject to a high degree of risks and uncertainty
associated with the Chapter 11 proceedings. The outcome of the
Chapter 11 Cases is also subject to a high degree of uncertainty
and is dependent upon factors that are outside of our control,
including actions of the Bankruptcy Court, our creditors, and Ares.
There can be no assurance that we will confirm and consummate the
plan under the RSA or complete another plan of reorganization with
respect to the Chapter 11 proceedings. There is substantial doubt
that we can continue as a going concern if we are not able to
complete the plan of reorganization contemplated by the RSA or
another plan of reorganization as part of the Chapter 11 Cases."
A copy of the Form 10-Q is available at:
https://is.gd/OZ0yBY
About California Resources
California Resources Corporation is an oil and natural gas
exploration and production company headquartered in Los Angeles.
The company operates its resource base exclusively within
California, applying complementary and integrated infrastructure to
gather, process and market its production. Visit
http://www.crc.com/for more information.
On July 15, 2020, California Resources and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Tex. Lead Case No. 20-33568). At the time of the filing,
California
Resources disclosed assets of between $1 billion and $10 billion
and liabilities of the same range.
Judge David R. Jones oversees the cases.
The Debtors tapped Sullivan & Cromwell, LLP and Vinson & Elkins LLP
as their bankruptcy counsel, Perella Weinberg Partners as
investment banker, Alvarez & Marsal North America, LLC as
restructuring advisor, and Epiq Corporate Restructuring, LLC as
claims agent.
CANCER GENETICS: Has $1.7M Net Loss for the Quarter Ended June 30
-----------------------------------------------------------------
Cancer Genetics, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $1,700,000 on $1,446,000 of revenue for
the three months ended June 30, 2020, compared to a net loss of
$3,773,000 on $1,525,000 of revenue for the same period in 2019.
At June 30, 2020, the Company had total assets of $11,788,000,
total liabilities of $6,687,000, and $5,101,000 in total
stockholders' equity.
The Company said, "At June 30, 2020, the Company's history of
losses required management to assess its ability to continue
operating as a going concern, according to ASC 2015-40, Going
Concern. Even after the disposal of the Company's BioPharma
Business and Clinical Business, the Company does not project that
cash at June 30, 2020 will be sufficient to fund normal operations
for the twelve months from the issuance of these financial
statements in the Quarterly Report on Form 10-Q. The Company's
ability to continue as a going concern is dependent on reduced
losses and improved future cash flows. Alternatively, the Company
may be required to raise additional equity or debt capital, or
consummate other strategic transactions. The Company is continuing
to evaluate strategic options, with the assistance of an investment
bank, which could include the sale of assets, a merger, reverse
merger or strategic transaction. These factors raise substantial
doubt about the Company's ability to continue as a going concern
for the twelve months from the issuance of these financial
statements in the Quarterly Report on Form 10-Q. The Company can
provide no assurance that these actions will be successful or that
additional sources of financing will be available on favorable
terms, if at all."
A copy of the Form 10-Q is available at:
https://is.gd/sDhsIe
Cancer Genetics, Inc. develops, commercializes, and provides
molecular and biomarker-based tests and services in the United
States, Europe, and Asia. Its tests enable physicians to
personalize the clinical management of each individual patient by
providing genomic information to diagnose, monitor, and inform
cancer treatment; and enable biotech and pharmaceutical companies
involved in oncology and immuno-oncology trials to select candidate
populations and reduce adverse drug reactions by providing
information regarding genomic factors influencing subject responses
to therapeutics. The Company was founded in 1999 and is based in
Rutherford, New Jersey.
CAPSTONE COMPANIES: Has $657,000 Net Loss for the June 30 Quarter
-----------------------------------------------------------------
Capstone Companies, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $657,074 on $906,558 of net revenues for
the three months ended June 30, 2020, compared to a net loss of
$10,504 on $3,407,822 of net revenues for the same period in 2019.
At June 30, 2020, the Company had total assets of $5,034,396, total
liabilities of $1,330,687, and $3,703,709 in total shareholders'
equity.
Capstone said, "The Company has had a recent history of losses and
negative cash from operations and its cash balance has dropped by
US$1.0 million from US$3.1million as of December 31, 2019 to US$2.1
million as of June 30, 2020. The uncertainty and the continuing
negative impact this disruption could have on the retail business
and consumers' willingness to visit retail stores, causing reduced
consumer foot traffic and consumer spending, could negatively
impact the demand for our products or delay future planned
promotional opportunities. As the Company relies on cash generated
from operations to support its ongoing business, based on the
Company's expected rate of consumption, if the new programs are
delayed or postponed the Company will need additional working
capital in the fourth quarter of 2020 and its prospects of
obtaining that capital are uncertain at this time. The Company may
be able to raise the required additional capital through debt or
equity financing. However, the Company can make no assurances that
it will be able to raise the required capital, on acceptable terms
or at all. Unless the Company succeeds in raising additional
capital or successfully increases cash generated from operations,
management believes there is substantial doubt about the Company's
ability to continue as a going concern and meet its obligations
over the next twelve months from the filing date of this Form 10-Q
report."
A copy of the Form 10-Q is available at:
https://is.gd/ZlhYTM
Capstone Companies, Inc. engages in the development, manufacturing,
logistics and distribution of consumer and institutional products,
including the Hoover (R) HOME LED lighting product line, to
accounts throughout North America and in international markets.
The Company is based in Deerfield Beach, Florida.
CAPSTONE TURBINE: Reports $1.8M Net Loss for the June 30 Quarter
----------------------------------------------------------------
Capstone Turbine Corporation filed its quarterly report on Form
10-Q, disclosing a net loss of $1,823,000 on $14,193,000 of total
revenue for the three months ended June 30, 2020, compared to a net
loss of $5,593,000 on $19,244,000 of total revenue for the same
period in 2019.
At June 30, 2020, the Company had total assets of $70,468,000,
total liabilities of $57,589,000, and $12,879,000 in total
stockholders' equity.
Capstone Turbine said, "In connection with preparing the condensed
consolidated financial statements for the three months ended June
30, 2020, management evaluated whether there were conditions and
events, considered in the aggregate, that raised substantial doubt
about the Company's ability to meet its obligations as they became
due for the next twelve months from the date of issuance of its
first quarter of Fiscal 2021 interim condensed consolidated
financial statements. Management assessed that there were such
conditions and events, including a history of recurring operating
losses, negative cash flows from operating activities, the
continued impact of the COVID-19 pandemic, volatility of the global
oil and gas markets, a strong U.S. dollar in certain markets making
its products more expensive in such markets and ongoing global
geopolitical tensions. The Company incurred a net loss of US$1.8
million and used cash in operating activities of US$1.9 million for
the three months ended June 30, 2020. The Company's working
capital requirements during the three months ended June 30, 2020
were in-line with management's expectations, which included
reductions in accounts receivable, inventory, and accounts payable
primarily due to the Company managing to lower revenue levels. The
Company's net loss improved during the three months ended June 30,
2020 compared to the same period the previous year primarily
because of lower overhead and operating expenses from our COVID-19
Business Continuity Plan, as well as lower FPP costs as our
reliability improves due to the reduced impact of the part defect
from a supplier first identified during the first quarter for
Fiscal 2019. As of June 30, 2020, the Company had cash and cash
equivalents of US$16.2 million, and outstanding debt of US$32.0
million."
A copy of the Form 10-Q is available at:
https://is.gd/6dFbzr
Capstone Turbine Corporation develops, manufactures, markets, and
services microturbine technology solutions for use in stationary
distributed power generation applications worldwide. It offers
microturbine units, components, and various accessories for
applications, including cogeneration comprising combined heat and
power (CHP) and integrated CHP, as well as combined cooling, heat,
and power; and renewable energy, natural resources, and critical
power supply. Capstone Turbine Corporation was founded in 1988 and
is headquartered in Van Nuys, California.
CENTURY 21: Sets Bid Procedures for Intellectual Property Assets
----------------------------------------------------------------
Century 21 Department Stores, LLC, and its affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to authorize
the bidding procedures in connection with the auction sale of
intellectual property assets, consisting of, without limitation,
trademarks, domain names, customer files and related transaction
data, social media assets and internet protocol addresses, on an
"as is, where is" basis, free and clear of all liens, claims,
encumbrances, and interests.
The Debtors determined that the best way to maximize value for the
benefit of all stakeholders was a prompt and orderly wind-down of
their businesses through the implementation of store closing sales
and related liquidation initiatives. The decision to liquidate was
reached following a lengthy process in which they considered and
explored all reasonable strategic alternatives.
Accordingly, on the Petition Date, the Debtors filed the Motion of
Debtors for Interim and Final Orders (A)(1) Confirming, on an
Interim Basis, that the Store Closing Agreement is Operative and
Effective and (2) Authorizing, on a Final Basis, the Debtors to
Assume the Store Closing Agreement, (II) Authorizing and Approving
Store Closing Sales Free and Clear of All Liens, Claims, and
Encumbrances, (C) Approving Dispute Resolution Procedures, (D)
Authorizing Customary Bonuses to Employees of Closing Store, and
(E) Approving the Debtors' Store Closing Plan ("GOB Motion"),
which was approved on an interim basis on Sept. 15, 2020.
In connection with their retail operations, the Debtors have
developed and utilized the Intellectual Property assets. The
Debtors commenced the Store Closing Sales at all of their retail
locations on Sept. 3, 2020. It is anticipated that that the Store
Closing Sales will be completed on Nov. 30, 2020.
On Sept. 21, 2020, the Debtors entered into an agreement with Hilco
IP Services, LLC, doing business as Hilco Streambank, to market and
sell the Debtors' Intellectual Property assets. Since that time,
Hilco Streambank, with the assistance and oversight of the Debtors'
management and advisors, has been actively engaged in the process
of marketing the Debtors' Intellectual Property assets for sale.
After consultation with Hilco Streambank and their other advisors,
the Debtors have determined that in order to maximize value of the
Intellectual Property assets, they must conduct an open auction
process for those assets.
It is important that the Debtors conduct the Sale process with
respect to the Intellectual Property now to maintain engagement and
name recognition in the marketplace. Delays in the Sale process
will inevitably lead to a loss in value. The Debtors believe it is
prudent at this time and in the best interests of their estates and
creditors to implement the Bid Procedures.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Nov. 16, 2020 at 12:00 p.m. (ET)
b. Initial Bid: The Bid must (a) clearly set forth the
purchase price to be paid and (b) identify separately the cash
component of the Purchase Price and each noncash component of the
Purchase Price.
c. Deposit: 10% of the purchase price
d. Auction: If they receive more than one Qualified Bid for
the Intellectual Property or certain subset of the Intellectual
Property by the Bid Deadline, the Debtors will conduct one or more
auctions on Nov. 19, 2020 at 10:00 a.m. (ET) or such later time as
the Debtors may provide so long as such change is communicated
reasonably in advance by the Debtors to all bidders, and other
invitees. The Auction will be conducted by video conference, the
detail of which will be provided to Qualified Bidders in advance of
the Auction.
e. Bid Increments: $100,000
f. Sale Hearing: Dec. 1, 2020
g. Sale Objection Deadline:
h. Any Secured Creditor who has a valid and perfected lien on
any Intellectual Property will have the right to credit bid all or
a portion of the value of such Secured Creditor's claims.
The Debtors also ask authority, but not direction, pursuant to the
Bid Procedures, to select a non-insider third party who the Debtors
have determined to otherwise be a Qualified Bidder to act as a
Stalking Horse Bidder, and in connection with any stalking horse
agreement with a Stalking Horse Bidder, (x) provide a breakup fee,
(y) agree to reimburse the reasonable and documented out of pocket
fees and expenses and/or (z) agree to pay a "work fee" or other
similar cash fee.
The Debtors are still evaluating whether a consumer privacy
ombudsman is required in connection with the Sale.
The Debtors and Hilco Streambank will continue to market the
Intellectual Property in an appropriate and cost-efficient manner
given the value of the Intellectual Property and the associated
exigencies. In light of the marketing efforts and the nature of
the assets, the Debtors believe that the Sale will provide fair and
reasonable value for the Intellectual Property.
To preserve the value of the Intellectual Property and limit the
costs of administering and preserving such assets, it is critical
that the Debtors close the Sale as soon as possible after all
closing conditions have been achieved or waived. They submit that
ample cause exists to justify a waiver of the 14-day stay imposed
by Bankruptcy Rule 6004(h), to the extent applicable.
A copy of the Bidding Procedures is available at
https://tinyurl.com/yyhmsg5f from PacerMonitor.com free of charge.
About Century 21
Century 21 Department Stores LLC and its affiliates are pioneers in
off-price retail offering access to designer brands at amazing
prices. They opened their iconic flagship location in downtown
Manhattan in 1961. As of the petition date, the Debtors have 13
stores across New York, New Jersey, Pennsylvania and Florida and an
online retail presence, operate seasonal pop-ups, and employ other
innovative retail concepts. Visit http://www.c21stores.com/for
more information.
Century 21 Department Stores LLC and its affiliates sought Chapter
11 protection (Bankr. S.D.N.Y. Lead Case No. 20-12097 on Sept. 10,
2020). Century 21 was estimated to have $100 million to $500
million in assets and liabilities as of the bankruptcy filing.
The Hon. Shelley C. Chapman is the case judge.
The Debtors have tapped Proskauer Rose LLP as their legal counsel,
Berkeley Research Group LLC as financial advisor, and Hilco
Merchant Resources LLC as liquidation consultant. Stretto is
Debtors' claims agent.
On Sept. 16, 2020, the U.S. Trustee for Region 2 appointed an
official committee of unsecured creditors. The committee is
represented by Lowenstein Sandler, LLP.
CHESAPEAKE GRANITE: Says Substantial Going Concern Doubt Exists
---------------------------------------------------------------
Chesapeake Granite Wash Trust filed its quarterly report on Form
10-Q, disclosing a distributable income available to unitholders of
$1,361,000 on $1,788,000 of revenues for the three months ended
June 30, 2020, compared to a distributable income available to
unitholders of $1,417,000 on $2,510,000 of revenues for the same
period in 2019.
At June 30, 2020, the Company had total assets of $17,762,000,
total liabilities of $0,000, and $17,762,000 in total Trust
corpus.
The Trust is highly dependent on Chesapeake for multiple services,
including the operation of wells, remittance of net proceeds
generated by the interests in specified oil and natural gas
properties located within the AMI and administrative services
performed on behalf of the Trust. The ability to operate the
properties depends on Chesapeake's future financial condition and
economic performance, access to capital, and other factors, many of
which are out of the control of Chesapeake. The factors raise
substantial doubt about Chesapeake's ability to continue as a going
concern. As a result, Chesapeake could also be unable to provide
support to the Trust through loans and performance of its
management duties. In addition, the Trust could lose the value of
all of the Royalty Interests if the Bankruptcy Court were to hold
that the Royalty Interests constitute an asset of the bankruptcy
estate.
A copy of the Form 10-Q is available at:
https://is.gd/pfNaUH
Chesapeake Granite Wash Trust (OTCMKTS: CHKR) owns royalty
interests in oil, natural gas liquids and natural gas properties
located in Washita County, Oklahoma, which were conveyed to the
Trust by Chesapeake Energy Corporation.
CHINOS HOLDINGS: Court Confirms Prearranged Plan
------------------------------------------------
Chinos Holdings, Inc. and its affiliated debtors won an order
confirming their Second Amended Joint Prearranged Chapter 11 Plan
of Reorganization.
As set forth in the Plan, holders of Claims in Class 4, Class 5,
Class 6-A, and Class 6-B (collectively, the "Voting Classes") were
eligible to vote on the Plan in accordance with the Solicitation
Procedures. Holders of Claims and Interests in Class 1, Class 2,
Class 3, Class 7, and Class 9 (collectively, the "Deemed Accepting
Classes") are Unimpaired and conclusively presumed to accept the
Plan and, therefore, did not vote to accept or reject the Plan.
Holders of Interests in Class 8, Class 10-A, and Class 10-B (the
"Deemed Rejecting Classes") are Impaired under the Plan, are
entitled to no recovery under the Plan, and are therefore deemed to
have rejected the Plan.
As evidenced by the Voting Report, Class 4, Class 5, Class 6-A, and
Class 6-B with respect to Debtors J.Crew Virginia, Inc., Chinos
Intermediate Holdings B, Inc., J, Crew Group, Inc., J. Crew
Operating Corp., Grace Holmes, Inc., H.F.D. No. 55, Inc., J. Crew
Inc., J.Crew International, Inc., and Madewell Inc. voted in favor
of the Plan in accordance with Section 1126 of the Bankruptcy Code.
Class 6-B with respect to Debtors J. Crew Brand Intermediate, LLC,
J. Crew Brand, LLC, J. Crew Brand Corp., J.Crew Domestic Brand,
LLC, and J.Crew International Brand, LLC have initially voted to
reject the Plan; however, based on the representations at the
Confirmation Hearing and the withdrawal of votes of Deloitte
Consulting LLP and Deloitte Tax LLP pursuant to the settlement
incorporated into this Order, Class 6-B with respect to the
foregoing Debtors are vacant and no longer rejecting.
In accordance with section 1122(a) of the Bankruptcy Code, each
Class of Claims or Interests contains only Claims or Interests that
are substantially similar to the other Claims or Interests within
that Class. Accordingly, the Plan satisfies the requirements of
sections 1122(a), 1122(b), and 1123(a)(1) of the Bankruptcy Code.
Article III of the Plan specifies that Claims and Interests in
Classes 1, 2, 3, 7, and 9 are Unimpaired under the Plan. In
addition, Article II of the Plan specifies that Administrative
Expense Claims and Priority Tax Claims are Unimpaired, although the
Plan does not classify these Claims. Accordingly, the Plan
satisfies the requirements of section 1123(a)(2) of the Bankruptcy
Code.
Article III of the Plan specifies the treatment of each Impaired
Class under the Plan. Accordingly, the Plan satisfies the
requirements of section 1123(a)(3) of the Bankruptcy Code.
Article III of the Plan provides the same treatment to each Claim
or Interest in any particular Class, as the case may be, unless the
holder of a particular Claim or Interest has agreed to a less
favorable treatment with respect to such Claim or Interest.
Accordingly, the Plan satisfies the requirements of section
1123(a)(4) of the Bankruptcy Code.
Pursuant to the Plan, Article III of the Plan impairs or leaves
unimpaired, as the case may be, each Class of Claims and Interests,
as contemplated by section 1123(b)(1) of the Bankruptcy Code.
As set forth in the Voting Report, Class 4, Class 5, and Class 6-A
voted to accept the Plan. Accordingly, there is at least one
Impaired accepting class under the Plan and the requirements of
section 1129(a)(10) of the Bankruptcy Code are satisfied.
In addition, Class 6-B has voted to accept the Plan and therefore
1129(b) is inapplicable as to that class. Nonetheless, the Plan
does not discriminate unfairly as between Classes 6-A and 6-B
because (a) the members of Class 6-A have agreed to provide
substantial value to the Reorganized Debtors through signed trade
agreements requiring favorable trade terms for at least one year,
(b) the disparate treatment was made in good faith as a result of
the negotiations necessary to secure the commitments from the
members of Class 6-A, (c) members of Class 6-A and Class 6-B are
receiving more than what they would be entitled to receive in a
hypothetical chapter 7 liquidation, and (d) the distributions to
both Class 6-A and Class 6-B are made possible only with the
consent of the Term Lenders and IPCo Noteholders who have agreed to
receive less than the allowed amount of their claims and permit a
distribution to junior creditors.
Judge Keith L. Phillips has ordered that this Confirmation Order
confirms the Plan of Chinos Holdings, Inc., et al. in its entirety
as modified herein.
This Confirmation Order approves the Plan Supplement, including the
documents contained therein, as they may be amended through and
including the Effective Date in accordance with and as permitted by
the Plan. The terms of the Plan, the Plan Supplement, and the
exhibits thereto are incorporated herein by reference and are an
integral part of this Confirmation Order; provided that if there is
any direct conflict between the terms of the Plan and the terms of
this Confirmation Order, the terms of this Confirmation Order shall
control solely to the extent of such conflict.
The Class 6-B GUC Trust Agreement is approved in all respects. On
the Effective Date, the Debtors and Class 6-B GUC Trustee shall be
authorized to take all actions necessary to establish the Class 6-B
GUC Trust in accordance with the Plan. Additionally, on the
Effective Date, the Debtors shall transfer and shall be deemed to
transfer to the Class 6-B GUC Trust all of their rights, title and
interest in and to all of the Class 6-B GUC Trust Assets, and in
accordance with section 1141 of the Bankruptcy Code, the Class 6-B
GUC Trust Assets shall automatically vest in the Class 6-B GUC
Trust free and clear of all Claims and Liens, and such transfer
shall be exempt from any stamp, real estate transfer, mortgage
reporting, sales, use or other similar tax.
The Class 6-B GUC Trustee shall be the exclusive administrator of
the assets of the Class 6-B GUC Trust for purposes of 31 U.S.C. §
3713(b) and 26 U.S.C. § 6012(b)(3), as well as the representatives
of the Estate of each of the Debtors appointed pursuant to section
1123(b)(3)(B) of the Bankruptcy Code, solely for purposes of
carrying out the Class 6-B GUC Trustee’s duties. After the
Effective Date, the Debtors and the Reorganized Debtors shall have
no interest in the Class 6-B GUC Trust Assets except as set forth
herein.
As of the Effective Date, for good and valuable consideration, on
and after the Effective Date, each of the Released Parties shall be
deemed to be conclusively, absolutely, unconditionally,
irrevocably, and forever released and discharged by: (a) the other
Released Parties; (b) the holders of Impaired Claims who voted to
accept the Plan; (c) the holders of Impaired Claims who abstained
from voting on the Plan or voted to reject the Plan but did not
opt-out of these releases on their ballots; (d) the holders of
Unimpaired Claims and Interests in Classes 1, 2, 3, 7, and 9 that
are presumed to accept the Plan but do not timely opt-out of the
releases by completing a written opt-out form; and (e) the holders
of Impaired
Claims and Interests in Classes 8, 10-A, and 10-B, that are deemed
to reject the Plan but do not timely opt-out of the releases by
completing a written opt-out form; and with respect to any Entity
in the foregoing clauses (a) through (e), (i) such Entity’s
predecessors, successors, and assigns, and (ii) all Entities
entitled to assert Claims through or on behalf of such Entities
with respect to the matters to which these releases apply
(collectively, the “Releasing Parties”), in each case, from any
and all claims, obligations, rights, suits, damages, Causes of
Action, remedies, and liabilities whatsoever, including any
derivative claims, asserted or assertable on behalf of a Debtor,
whether known or unknown, foreseen or unforeseen, liquidated or
unliquidated, matured or unmatured, contingent or fixed, existing
or hereinafter arising, in law, equity or otherwise, that such
Entity would have been legally entitled to assert in its own right
(whether individually or collectively) based on or relating to, or
in any manner arising from, in whole or in part, the Debtors and
their Estates, the formation, operation, and conduct of the
Debtors’ businesses, the Chapter 11 Cases, the acquisition,
purchase, sale, or rescission of the purchase or sale of any debt
or security of the Debtors or the Reorganized Debtors (including
the New Equity Allocation and New Warrants), the subject matter of,
or the transactions or events giving rise to, any Claim or
Interest, the business or contractual arrangements between the
Debtors and any Released Party, the Debtors’ restructuring
(including the restructuring of the IPCo Notes Claims
notwithstanding the separate nature of the IPCo Indentures or the
IPCo Intercreditor Agreement), the restructuring of any Claim or
Interest before or during the Chapter 11 Cases, the DIP Order, the
Disclosure Statement, the Transaction Support Agreement, the New
Term Loan, the Backstop Commitment, the Backstop Commitment Letter,
the Plan, the Plan Supplement, and related agreements, instruments,
and other documents (including the Definitive Documents), and the
negotiation, formulation, or preparation thereof, the
solicitation of votes on the Plan, or any other act or omission, in
all cases based upon any transaction, agreement, event, or other
occurrence taking place on or before the Effective Date, including
all Claims and Causes of Action under chapter 5 of the Bankruptcy
Code or any other Avoidance Actions under the Bankruptcy Code or
applicable federal or state law, including any preference or
fraudulent transfer Claims or Causes of Action; provided that
nothing in this release shall be construed to release any
post-Effective Date obligations of any Entity under the Plan, the
Transaction Support Agreement, or any document, instrument, or
agreement (including those set forth in the Plan Supplement)
executed to implement the Plan.
For the avoidance of doubt, on the Confirmation Date, except
otherwise agreed to by the Debtors and the counterparty to an
Executory Contract or Unexpired Lease, all Executory and Unexpired
Leases shall be deemed assumed or assigned to the Reorganized
Debtors in accordance with the provisions and requirements of
sections 365 and 1123 of the Bankruptcy Code, effective as of the
Effective Date, other than any Executory Contract or Unexpired
Lease that: (a) is listed on the Schedule of Rejected Contracts and
Leases; (b) has been previously rejected pursuant to a Final Order
of the Bankruptcy Court (including where the effective date of such
rejection is scheduled for after the Effective Date); (c) has been
previously assumed or assigned; or (d) is the subject of a motion
to assume, assign, or reject pending on the Effective Date;
provided that the Debtors shall not reject, nor seek to reject, any
Executory Contract or Unexpired Lease without the prior written
consent of the Requisite Consenting Support Parties (such consent
not to be unreasonably withheld). This Confirmation Order
constitutes approval of such assumptions, assignments, and the
rejection of the Executory Contracts or Unexpired Leases listed on
the Schedule of Assigned Contracts and the Schedule of Rejected
Contracts and Leases pursuant to sections 365(a) and 1123 of the
Bankruptcy Code. Unless otherwise specified on a schedule to the
Plan or Plan Supplement notice sent to a given party, each
Executory Contract and Unexpired Lease listed or to be listed
thereon shall include any and all modifications, amendments,
supplements, restatements and other agreements made directly or
indirectly by any agreement, instrument or other document that in
any manner affects such Executory Contract or Unexpired Lease,
without regard to whether such agreement, instrument or other
document is listed thereon. Any counterparty to an Unexpired Lease
to be assumed under the Plan that voted on account of a Class 6-B
Other General Unsecured Claim with respect to such Unexpired Lease
or Executory Contract shall have any such Claims disallowed and
expunged and any votes submitted on account of such Claims excluded
and shall receive a Cure Obligation Claim, if any, in accordance
with the terms of the Plan and this Confirmation Order.
The procedures and responsibilities for, and costs of, reconciling
Disputed Claims shall be as set forth in the Plan or as otherwise
ordered by the Bankruptcy Court. On the Effective Date, the
Reorganized Debtors will have no responsibilities and will not be
liable for any costs with respect to reconciling Other General
Unsecured Claims, which shall be the sole responsibility and
expense of the Class 6-B GUC Trust.
Chinos Holdings, Inc., et al. submitted a Joint Chapter 11 Plan of
Reorganization.
Creditors shall be treated as follows:
* Term Loan Secured Claims (Class 4). This class is impaired.
The Term Loan Secured Claims are Allowed pursuant to section 506(a)
of the Bankruptcy Code against each Loan Debtor in the aggregate
amount of $716,645,605. Each holder of an Allowed Term Loan Secured
Claim will receive, on the Effective Date, its Pro Rata share of
New Common Equity representing, in the aggregate, 76.5% of the New
Common Equity issued on the Effective Date remaining after
distributing the Backstop Premium.
* IPCo Notes Claims (Class 5). This class is impaired. The IPCo
Notes Claims are Allowed against each IPCo Debtor in the aggregate
principal amount of $347,599,000. Each holder of an Allowed IPCo
Notes Claim will receive, on the Effective Date, its Pro Rata share
of New Common Equity representing, in the aggregate, 23.5% of the
New Common Equity issued on the Effective Date remaining after
distributing the Backstop Premium.
* Ongoing Trade Claims (Class 6-A). This class is impaired. Each
holder of an Allowed Ongoing Trade Claim will receive, on the
Effective Date, (i) the Preference Claim Waiver and (ii) its Pro
Rata share of a cash pool in an aggregate amount equal to
$71,000,000; provided that the aggregate amount of cash distributed
on account of any Allowed Ongoing Trade Claim will not exceed 50%
of the Allowed amount of such Claim.
* Other General Unsecured Claims (Class 6-B). This class is
impaired. each holder of an Allowed Other General Unsecured Claim
that is a Class 6-B GUC Trust Beneficiary will receive, on the
Effective Date, (i) the Preference Claim Waiver and (ii) a Pro Rata
share of the Class 6-B GUC Trust Net Assets; provided that the
aggregate amount of cash distributed on account of any Allowed
Other General Unsecured Claim will not exceed 50% of the Allowed
amount of such Claim.
* Section 510(b) Claims (Class 8). This class is impaired. On
the Effective Date, all Section 510(b) Claims will be cancelled,
released, discharged, and extinguished and will be of no further
force or effect, and holders of such claims will not receive any
distribution on account of such claims.
* Existing Holdings Preferred Equity (Class 10-A). This class is
impaired. Holders of Existing Holdings Preferred Equity shall not
receive or retain any property under the Plan on account of such
Existing Holdings Preferred Equity. On the Effective Date, all
Existing Holdings Preferred Equity shall be cancelled and shall be
of no further force and effect, regardless of whether surrendered
for cancellation.
* Existing Holdings Equity (Class 10-B). This class is impaired.
Holders of Existing Holdings Equity shall not receive or retain any
property under the Plan on account of such Existing Holdings
Equity. On the Effective Date, all Existing Holdings Equity shall
be cancelled and shall be of no further force and effect,
regardless of whether surrendered for cancellation.
Distributions under the Plan will be funded with (a) the Debtors’
cash on hand, (b) cash proceeds from the Exit ABL Facility, (c)
conversion of principal of DIP Obligations to New Term Loans
pursuant to Section 2.3 of the Plan, (d) any cash proceeds from the
New Term Loans, and (e) issuance of New Common Equity and New
Warrants.
A full-text copy of the Joint Chapter 11 Plan of Reorganization
dated August 26, 2020, is available at https://tinyurl.com/y3a85x8e
from PacerMonitor.com at no charge.
About Chinos Holdings
Chinos Holdings, Inc., designs apparel, offering clothing for men,
women, and children, as well as accessories. It is a global company
with 500 retail stores in nearly every state, including the United
Kingdom and Canada, with nearly 99% of their merchandise sourced
from Asia or Europe, over 10,000 employees, approximately 33,600
creditors and parties in interest on a consolidated basis, and
approximately $2 billion in funded debt. J.Crew Group, Inc., is an
internationally recognized omnichannel retailer of Chinos Holding,
Inc.
Chinos Holdings, Inc. and its 17 related affiliates, including J.
Crew Group, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 20-32181) on May 4,
2020, after reaching an agreement with lenders on a deal that will
convert approximately $1.65 billion of the Company's debt into
equity.
As of May 4, 2020, the Company operated 181 J.Crew retail stores,
140 Madewell stores, jcrew.com, jcrewfactory.com, madewell.com, and
170 factory stores. The Debtors disclosed assets of between $1
billion and $10 billion and liabilities of the same range as of the
bankruptcy filing. Judge Keith L. Phillips oversees the cases.
The Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy
counsel; Hunton Andrews Kurth, LLP as local counsel; Lazard Freres
Estate, LLC as real estate advisor and investment banker; KPMG LLP
as tax consultant; and Omni Agent Solutions, LLC as claims,
noticing and solicitation agent and as administrative advisor.
AlixPartners, LLP was tapped as restructuring advisor.
The official committee of unsecured creditors appointed in the
Debtors' bankruptcy cases tapped Pachulski Stang Ziehl & Jones LLP
as legal counsel; Hirschler Fleischer, P.C as local counsel; and
Province, Inc. as financial advisor.
Anchorage Capital Group and other members of an ad hoc committee
are represented by Milbank LLP as legal counsel and PJT Partners LP
as an investment banker.
CHINOS HOLDINGS: Unsecureds Will Recover Not More Than 50% in Plan
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Chinos Holdings, Inc., et al., submitted a Second Amended Joint
Prearranged Chapter 11 Plan of Reorganization.
Except if a holder of an Allowed DIP Claim agrees to less favorable
treatment, each holder of an Allowed DIP Claim will receive, on the
Effective Date, in full and final satisfaction, settlement,
release, and discharge of such Allowed DIP Claim, (a) (i) on
account of the outstanding principal amount of such Claim, an equal
principal amount of New Term Loans, (ii) a portion of the New
Equity Allocation and New Warrants, and (iii) cash on account of
accrued and unpaid interest and other charges payable through the
Effective Date, or (b) such other treatment agreed upon among the
Debtors, the Requisite Consenting Support Parties, and the holders
of Allowed DIP Claims.
Term Loan Secured Claims (Class 4) are impaired. The Term Loan
Secured Claims are Allowed pursuant to section 506(a) of the
Bankruptcy Code against each Loan Debtor in the aggregate amount of
$716,645,605. Each holder of an Allowed Term Loan Secured Claim
will receive, on the Effective Date, its Pro Rata share of New
Common Equity representing, in the aggregate, 76.5% of the New
Common Equity issued on the Effective Date remaining after
distributing the Backstop Premium.
IPCo Notes Claims (Class 5) are impaired. The IPCo Notes Claims
are Allowed against each IPCo Debtor in the aggregate principal
amount of $347,599,000. Each holder of an Allowed IPCo Notes Claim
will receive, on the Effective Date, its Pro Rata share of New
Common Equity representing, in the aggregate, 23.5% of the New
Common Equity issued on the Effective Date remaining after
distributing the Backstop Premium.
Ongoing Trade Claims (Class 6-A) are impaired. Each holder of an
Allowed Ongoing Trade Claim will receive, on the Effective Date,
(i) the Preference Claim Waiver and (ii) its Pro Rata share of a
cash pool in an aggregate amount equal to $71,000,000; provided
that the aggregate amount of cash distributed on account of any
Allowed Ongoing Trade Claim will not exceed 50% of the Allowed
amount of such Claim.
Other General Unsecured Claims (Class 6-B) are impaired. Each
holder of an Allowed Other General Unsecured Claim that is a Class
6-B GUC Trust Beneficiary will receive, on the Effective Date, (i)
the Preference Claim Waiver and (ii) a Pro Rata share of the Class
6-B GUC Trust Net Assets; provided that the aggregate amount of
cash distributed on account of any Allowed Other General Unsecured
Claim will not exceed 50% of the Allowed amount of such Claim.
Section 510(b) Claims (Class 8) are impaired. On the Effective
Date, all Section 510(b) Claims will be cancelled, released,
discharged, and extinguished and will be of no further force or
effect, and holders of such claims will not receive any
distribution on account of such claims.
Existing Holdings Preferred Equity (Class 10-A) are impaired. On
the Effective Date, all Existing Holdings Preferred Equity shall be
cancelled and shall be of no further force and effect, regardless
of whether surrendered for cancellation.
Existing Holdings Equity (Class 10-B) are impaired. On the
Effective Date, all Existing Holdings Equity shall be cancelled and
shall be of no further force and effect, regardless of whether
surrendered for cancellation.
Distributions under the Plan will be funded with (a) the Debtors'
cash on hand, (b) cash proceeds from the Exit ABL Facility, (c)
conversion of principal of DIP Obligations to New Term Loans
pursuant to Section 2.3 of the Plan, (d) any cash proceeds from the
New Term Loans, and (e) issuance of New Common Equity and New
Warrants.
A full-text copy of the Second Amended Joint Prearranged Chapter 11
Plan of Reorganization dated August 24, 2020, is available at
https://tinyurl.com/y2xovdgq from PacerMonitor.com at no charge.
Attorneys for the Debtors:
Ray C. Schrock, P.C.
Ryan Preston Dahl
Candace M. Arthur
Daniel Gwen
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
Attorneys for the Debtors
Tyler P. Brown
Henry P. (Toby) Long, III
Nathan Kramer
HUNTON ANDREWS KURTH LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
Telephone: (804) 788-8200
Facsimile: (804) 788-8218
About Chinos Holdings
Chinos Holdings, Inc., designs apparel, offering clothing for men,
women, and children, as well as accessories. It is a global company
with 500 retail stores in nearly every state, including the United
Kingdom and Canada, with nearly 99% of their merchandise sourced
from Asia or Europe, over 10,000 employees, approximately 33,600
creditors and parties in interest on a consolidated basis, and
approximately $2 billion in funded debt. J.Crew Group, Inc., is a
internationally recognized omnichannel retailer of Chinos Holding,
Inc.
Chinos Holdings, Inc. and its 17 related affiliates, including J.
Crew Group, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 20-32181) on May 4,
2020, after reaching an agreement with lenders on a deal that will
convert approximately $1.65 billion of the Company's debt into
equity.
As of May 4, 2020, the Company operated 181 J.Crew retail stores,
140 Madewell stores, jcrew.com, jcrewfactory.com, madewell.com, and
170 factory stores. The Debtors disclosed assets of between $1
billion and $10 billion and liabilities of the same range as of the
bankruptcy filing. Judge Keith L. Phillips oversees the cases.
The Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy
counsel; Hunton Andrews Kurth, LLP as local counsel; Lazard Freres
Estate, LLC as real estate advisor and investment banker; KPMG LLP
as tax consultant; and Omni Agent Solutions, LLC as claims,
noticing and solicitation agent and as administrative advisor.
AlixPartners, LLP was tapped as restructuring advisor.
The official committee of unsecured creditors appointed in the
Debtors' bankruptcy cases tapped Pachulski Stang Ziehl & Jones LLP
as legal counsel; Hirschler Fleischer, P.C as local counsel; and
Province, Inc. as financial advisor.
Anchorage Capital Group and other members of an ad hoc committee
are represented by Milbank LLP as legal counsel and PJT Partners LP
as an investment banker.
CIT GROUP: S&P Affirms 'BB+/B' ICR, Puts Rating on Watch Positive
-----------------------------------------------------------------
S&P Global Ratings Services affirmed its 'BB+/B' ratings on CIT
Group Inc. (CIT) and its 'BBB-' rating on CIT Bank N.A., its
primary bank subsidiary.
S&P also placed the ratings on both entities on CreditWatch with
positive implications following CIT's announcement that it had
agreed to merge with First Citizens BancShares Inc. in an all-stock
transaction, which the rating agency expects to close in the first
half of 2021.
The merger will create the 19th-largest bank in the U.S. with
roughly $110 billion in total assets. The companies expect $445
million in merger-related expenses and project cost savings of 10%
of noninterest expenses.
The CreditWatch placement reflects S&P's view the merger will, over
time, improve CIT's funding, result in better loan diversification,
and benefit profitability. CIT and First Citizens BancShares Inc.
expect the merger to close in the first half of 2021, creating the
19th-largest bank in the U.S. based on assets with roughly $110
billion in total assets (First Citizens BancShares Inc. $49
billion; CIT Group Inc. $61 billion).
"However, we view integration challenges as significant given the
relatively low overlap between the two companies. The companies
have successfully integrated acquisitions in the past; however, we
view this transaction as significantly larger and more complex,"
S&P said.
There are significant challenges with the acquisition, including
the size and complexity of this merger relative to previous
mergers, the business models of both companies are fairly
different, and the retention of key operating personnel at CIT is
key.
"We expect asset quality will continue to be challenged from the
current economic slowdown precipitated by COVID-19. The combined
allowance for credit losses will be approximately $1.8 billion,
representing approximately 2.4% of the loan portfolio, and CIT's
loan book will be marked-to-market post-acquisition. Although the
substantial build in loan loss allowances and expected credit marks
is supportive for creditors, we also believe these results reflect
the higher risk profile of CIT's loan portfolio," S&P said.
S&P thinks capital ratios could come under pressure at closing
given it expects the merged company to have a common equity Tier 1
ratio (CET1) of roughly 9.4% and a Tier 1 risk-based capital ratio
of 10.5% at closing, hurt by $445 million in merger-related
expenses. However, the companies project the merger will achieve
cost savings of approximately 10% of noninterest expenses ($250
million fully phased-in) and substantial funding benefits, in part
due to First Citizens' diversified and low-cost deposit base.
CIT also reported third-quarter results, which were better than
recent quarters but still worse than last year. Specifically, net
income was about $86 million, net finance margin was 2.27%, and net
charge-offs were 0.71%. Deferred loans declined materially in both
commercial and consumer loan portfolios. Capital ratios inched
lower and were down significantly year over year. The CET1 ratio
fell to 9.9% as of Sept. 30, 2020, from 12.0% as of Dec. 31, 2019,
because of the Mutual of Omaha Bank acquisition and large net
losses year-to-date, hurt by CECL adoption and reserve build. S&P
expects profitability will likely remain weak on the back of
continued pressure on asset quality and the net finance margin.
CreditWatch
S&P's CreditWatch placement reflects its view that it could raise
the ratings on CIT as a result of the merger. Specifically, S&P
could raise the ratings by one notch if it were to believe that the
company's funding profile, earnings accretion, and business line
diversification are expected to meaningfully improve at the
successful close of the merger. While S&P expects loan losses to
remain elevated for the banking sector as a result of the pandemic,
the rating agency could consider raising the ratings if improved
diversification were to sustainably lower its projected expected
losses from the combined company relative to peers. An upgrade will
depend, in part, on S&P's view of integration challenges remaining
manageable, despite considerable execution risk, and its view of
the combined company's capital management.
"Conversely, we could revise the outlook to negative if the
announced merger does not close, which could suggest unforeseen
problems; if loan performance deteriorates meaningfully,
particularly within more vulnerable loan portfolios; or if overall
financial performance declines materially," S&P said.
CLEAN ENERGY: Reports $230K Net Loss for the Quarter Ended June 30
------------------------------------------------------------------
Clean Energy Technologies, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $229,502 on $155,997 of sales for
the three months ended June 30, 2020, compared to a net loss of
$841,795 on $104,168 of sales for the same period in 2019.
At June 30, 2020, the Company had total assets of $4,034,175, total
liabilities of $9,660,729, and $5,626,554 in total stockholders'
deficit.
The Company had a total stockholder's deficit of $5,626,554 and a
working capital deficit of $7,142,552 and a net loss of $229,502
for the three months ended June 30, 2020. The company also had an
accumulated deficit of $14,758,795 as of June 30, 2020. Therefore,
there is substantial doubt about the ability of the Company to
continue as a going concern. There can be no assurance that the
Company will achieve its goals and reach profitable operations and
is still dependent upon its ability (1) to obtain sufficient debt
and/or equity capital and/or (2) to generate positive cash flow
from operations.
The Company further stated, "In December 2019, a novel strain of
coronavirus (COVID-19) was reported in Wuhan, China and has spread
throughout the United States and the rest of the world. The World
Health Organization has declared the outbreak to constitute a
"Public Health Emergency of International Concern." This contagious
disease outbreak, which has not been contained, and is disrupting
supply chains and affecting production and sales across a range of
industries in United States and other companies as a result of
quarantines, facility closures, and travel and logistics
restrictions in connection with the outbreak, as well as the
worldwide adverse effect to workforces, economies and financial
markets, leading to a global economic downturn. Therefore, the
Company expects this matter to negatively impact its operating
results. However, the related financial impact and duration cannot
be reasonably estimated at this time."
A copy of the Form 10-Q is available at:
https://is.gd/9bn8Cz
Clean Energy Technologies, Inc., designs, builds, and markets clean
energy products focused on energy efficiency. The company's
principal product is the Clean Cycle, a generator that captures
waste heat from various sources and turns it into electricity. It
also offers a range of electrical, mechanical, and software
engineering services; electronics manufacturing services; and
supply chain management services. The company was formerly known
as Probe Manufacturing, Inc., and changed its name to Clean Energy
Technologies, Inc. in November 2015. Clean Energy Technologies was
founded in 1993 and is headquartered in Costa Mesa, California.
CONDOR HOSPITALITY: Reports $6.2-Mil. Net Loss for June 30 Quarter
------------------------------------------------------------------
Condor Hospitality Trust, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $6,198,000 on $4,811,000 of revenue
for the three months ended June 30, 2020, compared to a net loss of
$1,270,000 on $16,177,000 of revenue for the same period in 2019.
At June 30, 2020, the Company had total assets of $284,387,000,
total liabilities of $197,927,000, and $86,460,000 in total
equity.
The Company said, "Due to the COVID-19 pandemic, the hospitality
industry has experienced significant drops in demand. We
temporarily closed two of our hotels during the second quarter of
2020, both of which reopened on July 1, 2020. We believe the
ongoing effects of the COVID-19 pandemic on our operations have
had, and will continue to have, a material negative impact on the
hospitality industry, and thus on our financial results and
liquidity, and such negative impact may continue beyond the
containment of the pandemic. While we cannot assure you that that
the assumptions used to estimate our future liquidity will be
correct, the Company believes it can generate the liquidity
required to operate through the crisis through a combination of the
continued operation of our portfolio with significant cost
reduction measures in place and, if necessary, additional debt and
equity financings. However, there can be no assurance that the
Company will be able to obtain such financing on acceptable terms
or at all.
"Additionally, although the Company was in compliance with all its
debt covenants as of June 30, 2020, management has determined that
the Company may violate certain financial covenants under its debt
agreements within the next twelve months if covenant waivers or
amendments are not obtained. If the Company were to violate one or
more financial covenants, the lenders could declare the Company in
default and could accelerate the amounts due under a portion or all
of the Company's outstanding debt. The Company believes it will
receive such waivers before any covenants are violated. However,
any waivers would be granted at the sole discretion of the lenders,
and there can be no assurance that the Company will be able to
obtain such waivers.
"Based on a combination of these factors and the guidance in U.S.
GAAP that requires that, in making this determination for the one
year period following the date of the financial statements, the
Company cannot consider future fundraising activities or the
likelihood of obtaining covenant waivers, all of which are outside
of the Company's sole control, the Company has determined that
there is substantial doubt about the Company's ability to continue
as a going concern for the one year period after the date the
financial statements are issued. Management believes it will
obtain required waivers from its lenders before any covenants are
violated given that conditions are not exclusive to the Company and
based on the actions of lenders thus far in this crisis, including
waivers already granted to the Company. However, there can be no
assurance that the Company will be able to obtain waivers on
acceptable terms or at all. The consolidated financial statements
have been prepared assuming that the Company will continue as a
going concern and do not include any adjustments that might result
from the outcome of this uncertainty."
A copy of the Form 10-Q is available at:
https://is.gd/BjNRML
Condor Hospitality Trust, Inc., operates as a real estate
investment trust. The Company deals in the investment and ownership
of hotels. Condor Hospitality Trust serves customers in the United
States. The company is based in Norfolk, Nebraska.
CORETEC GROUP: Reports $290,000 Net Loss for Quarter Ended June 30
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The Coretec Group Inc. filed its quarterly report on Form 10-Q,
disclosing a net loss of $289,632 on $0 of revenue for the three
months ended June 30, 2020, compared to a net loss of $285,849 on
$0 of revenue for the same period in 2019.
At June 30, 2020, the Company had total assets of $1,409,834, total
liabilities of $670,027, and $739,807 in total stockholders'
equity.
The Company has realized a cumulative net loss of $6,314,132 for
the period from inception (June 2, 2015) to June 30, 2020, has
negative working capital of $342,655 and no revenues. The Company
has insufficient revenue and capital commitments to fund the
development of its planned products and pay operating expenses.
These conditions, among others, raise substantial doubt about the
Company's ability to continue as a going concern for a year
following the issuance of the condensed consolidated financial
statements.
A copy of the Form 10-Q is available at:
https://is.gd/BftKc7
The Coretec Group Inc., together with its subsidiary Coretec
Industries, LLC, develops, tests, and provides various
technologies, products, and service solutions for energy-related
industries in the United States and internationally. It is
developing a patented volumetric 3D display technology. The
company's technologies and products are used in oil/gas, renewable
energy, energy conservation, and distributed energy industries, as
well as in anti-counterfeit packaging, medical device, electronic,
photonic, display, and lighting market applications. The company
was formerly known as 3DIcon Corporation and changed its name to
The Coretec Group Inc. in June 2017. The Coretec Group Inc. was
founded in 2015 and is headquartered in Tulsa, Oklahoma.
CORO GLOBAL: Operating Losses Cast Substantial Going Concern Doubt
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Coro Global Inc. filed its quarterly report on Form 10-Q,
disclosing a net loss of $1,867,473 on $0 of revenue for the three
months ended June 30, 2020, compared to a net loss of $914,725 on
$0 of revenue for the same period in 2019.
At June 30, 2020, the Company had total assets of $1,257,602, total
liabilities of $214,569, and $1,043,033 in total stockholders'
equity.
Coro Global said, "The Company reported a net loss of $2,717,361
for the six months ended June 30, 2020 and has an accumulated
deficit of $41,843,172 as of June 30, 2020. The operating losses
raise substantial doubt about the Company's ability to continue as
a going concern.
"We will need to raise additional capital in order to continue
operations. The Company's ability to obtain additional financing
may be affected by the success of its growth strategy and its
future performance, each of which is subject to general economic,
financial, competitive, legislative, regulatory and other factors
beyond the Company's control. Additional capital may not be
available on acceptable terms, or at all. Financing transactions
may include the issuance of equity or debt securities, obtaining
credit facilities, or other financing mechanisms.
"Further, if we issue additional equity or debt securities,
stockholders may experience additional dilution or the new equity
securities may have rights, preferences or privileges senior to
those of existing holders of our common stock. If additional
financing is not available or is not available on acceptable terms,
we will have to curtail or cease our operations. The financial
statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the
amounts of and classification of liabilities that might be
necessary in the event the Company cannot continue in existence.
These financial statements do not include any adjustments that
might arise from this uncertainty."
A copy of the Form 10-Q is available at:
https://is.gd/CdSx8D
Coro Global Inc. (OTCMKTS: CGLO) is a Florida-based fintech company
focused on creating a new financial system where gold can be used
as currency in everyday transactions as easily as fiat currencies.
Coro serves customers in the United States.
COUNTERPATH CORP: Has $25,000 Net Income for Quarter Ended July 31
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CounterPath Corporation filed its quarterly report on Form 10-Q,
disclosing a net income of $24,614 on $3,429,206 of total revenue
for the three months ended July 31, 2020, compared to a net loss of
$929,723 on $2,573,668 of total revenue for the same period in
2019.
At July 31, 2020, the Company had total assets of $13,487,002,
total liabilities of $9,839,913, and $3,647,089 in total
stockholders' equity.
CounterPath said, "The Company has experienced recurring losses and
has an accumulated deficit of $69,653,042 as of July 31, 2020, as a
result of revenues being historically lower than expenses,
resulting from a number of factors including its buildout of a
cloud based subscription platform concurrent with the change of its
licensing model to subscription based licensing and has not reached
profitable operations on a consistent basis. However, during the
quarter ended July 31, 2020, revenue has increased by approximately
33%, compared to the quarter ended July 31, 2019. It is uncertain
whether the Company would have sufficient cash flows to meet its
current obligations to repay the related party loan payable of
$2,000,000, which is due on April 11, 2021. Further, due to the
recent and ongoing outbreak of COVID-19, the spread of COVID-19 has
severely impacted many economies around the world, including those
in which the Company's customers operate. Management has taken
steps to help mitigate any potential negative impact on operations
including having reduced operating costs and obtaining financial
assistance made available through the U.S. government through the
Paycheck Protection Program. However, the Company is unable to
determine the future impact on its financial position and operating
results. Together, these factors raise substantial doubt about the
Company's ability to continue operating as a going concern within
one year of the date of issuance of the interim consolidated
financial statements.
"To alleviate this situation, the Company has plans in place to
improve its financial position and liquidity, while executing on
its growth strategy, by managing and or reducing costs that are not
expected to have an adverse impact on the ability to generate cash
flows, as the transition to its software as a service platform and
subscription licensing continues. The Company has historically
been able to manage liquidity requirements through cost management
and cost reduction measures, supplemented with raising additional
financing. If the Company is unable to maintain sufficient cash
flows, the Company will not be able to meet its present
obligations.
"The Company has taken steps to obtain financial assistance made
available from the U.S. government to help mitigate the impact of
COVID-19 on its operations.
"On May 1, 2020, the Company, through its subsidiary, CounterPath
LLC, entered into a promissory note with Bank of America for a term
loan in the amount of $209,035 (the "Loan"). The Loan is made
pursuant to the Paycheck Protection Program under the Coronavirus
Aid, Relief, and Economic Security Act (the "CARES Act"). In
addition, under the existing related party loan agreement, as of
July 31, 2020, the unused portion of the loan principal was
$3,000,000."
A copy of the Form 10-Q is available at:
https://is.gd/FJv9lR
CounterPath Corporation designs, develops, and sells software and
services that enable enterprises and telecommunication service
providers to deliver unified communications services over Internet
protocol based networks in North America and internationally. It
was founded in 2002 and is headquartered in Vancouver, Canada.
COVIA HOLDINGS: Committee Taps Kasowitz Benson as Special Counsel
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The official committee of unsecured creditors of Covia Holdings
Corporation and its affiliates seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire
Kasowitz Benson Torres LLP as its special litigation counsel.
The firm will provide the following services:
a. take all necessary actions to investigate, prosecute,
address, litigate and, if appropriate, recommend a settlement of
the committee's standing motion to prosecute claims and causes of
action or the proposed complaint that the committee may pursue if
the court grants the motion;
b. prepare legal papers in connection with the standing motion
and the claims in the proposed complaint;
c. appear before the court and represent the interests of the
committee; and
d. perform all other legal services for the committee.
The firm's attorneys and paraprofessionals expected to have primary
responsibility for providing services to the committee are as
follows:
Andrew K. Glenn Partner $1,250
Howard W. Schub Partner $1,200
Marissa E. Miller Partner $950
Shai Schmidt Associate $950
Andrew Elkin Associate $775
Minyao Wang Associate $700
Naznen Rahman Law Clerk (passed bar $475
exam, not yet admitted)
Michael Birnbaum Paralegal $375
Chesley R. Ivy Paralegal $295
Andrew Glenn, 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 following is provided in response to the request for additional
information set forth in Section D.1 of the Revised UST
Guidelines:
a. Kasowitz did not agree to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement;
b. No rate for any of the professionals included in this
engagement varies based on the geographic location of the
bankruptcy case;
c. Kasowitz did not represent any member of the Committee in
connection with the Debtors' Chapter 11 Cases prior to its
retention by the Committee; and
d. Kasowitz expects to develop a prospective budget and
staffing plan that is commensurate with the work of limited scope
that Kasowitz expects to perform in these Chapter 11 Cases.
The firm can be reached through:
Andrew K. Glenn, Esq.
Kasowitz Benson Torres LLP
1633 Broadway
New York, NY 10019
Telephone: (212) 506-1700
Facsimile: (212) 506-1800
Email: aglenn@kasowitz.com
About Covia Holdings Corporation
Covia Holdings Corporation and its affiliates --
http://www.coviacorp.com/-- provide diversified mineral-based and
material solutions for the energy and industrial markets. They
produce a specialized range of industrial materials for use in the
glass, ceramics, coatings, foundry, polymers, construction, water
filtration, sports and recreation, and oil and gas markets.
Covia Holdings Corporation, based in Independence, Ohio, and its
affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case
No. 20-33295) on June 29, 2020.
In its petition, Covia disclosed $2,504,740,814 in assets and
$1,903,952,839 in liabilities. The petition was signed by Andrew D.
Eich, executive vice president, chief financial officer, and
treasurer.
The Hon. Marvin Isgur presides over the case.
The Debtors tapped KIRKLAND & ELLIS LLP, and KIRKLAND & ELLIS
INTERNATIONAL LLP, as counsel; JACKSON WALKER L.L.P., as
co-counsel; KOBRE & KIM LLP, as special litigation counsel; PJT
PARTNERS LP, as investment banker; ALIXPARTNERS, LLP, as financial
advisor; and PRIME CLERK LLC, as claims and noticing agent.
COVIA HOLDINGS: Reports $435.6M Net Loss for the June 30 Quarter
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Covia Holdings Corporation filed its quarterly report on Form 10-Q,
disclosing a net loss of $435,628,000 on $219,533,000 of revenues
for the three months ended June 30, 2020, compared to a net loss of
$34,387,000 on $444,936,000 of revenues for the same period in
2019.
At June 30, 2020, the Company had total assets of $1,963,516,000,
total liabilities of $2,223,205,000, and $259,689,000 in total
deficit.
The Company said, "Although management believes that the
reorganization of the Company through the Chapter 11 Cases will
position the Company for sustainable growth opportunities, the
Chapter 11 filing caused an event of default under certain
instruments governing the Company's indebtedness, which is stayed
during the pendency of the Company's bankruptcy proceeding.
Further, there are several risks and uncertainties associated with
the Company's bankruptcy, including, among others: (a) the
Company's prearranged plan of reorganization may never be confirmed
or become effective, (b) the Restructuring Support Agreement may be
terminated by one or more of the parties thereto, (c) the
Bankruptcy Court may grant or deny motions in a manner that is
adverse to the Company and its subsidiaries, and (d) the Company's
Chapter 11 Cases may be converted into a Chapter 7 liquidation.
These factors, together with the Company's recurring losses and
accumulated deficit, create substantial doubt regarding our ability
to continue as a going concern."
A copy of the Form 10-Q is available at:
https://is.gd/YBTlld
Covia Holdings Corporation provides diversified mineral-based and
material solutions for the industrial and energy markets in the
United States, Argentina, Mexico, Canada, China, and Denmark. The
company operates in two segments, Energy and Industrial. It offers
a range of specialized silica sand, feldspar, nepheline syenite,
calcium carbonate, clay, and kaolin products for use in the glass,
ceramics, coatings, foundry, polymers, construction, water
filtration, sports and recreation, and oil and gas markets. The
company also operates mining facilities. Covia Holdings
Corporation was founded in 1970 and is headquartered in
Independence, Ohio. On June 29, 2020, Covia Holdings Corporation,
along with its affiliates, filed a voluntary petition for
reorganization under Chapter 11 in the US Bankruptcy Court for the
Southern District of Texas.
CROWN ASSETS: Case Summary & 10 Unsecured Creditors
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Debtor: Crown Assets LLC
7530 Saint Marlo Country Club Pkwy
Duluth, GA 30097
Chapter 11 Petition Date: October 25, 2020
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 20-21451
Debtor's Counsel: William A. Rountree, Esq.
ROUNTREE, LEITMAN & KLEIN, LLC
Century Plaza I
2987 Clairmont Road, Ste 175
Atlanta, GA 30329
Tel: 404-584-1238
Email: swenger@rlklawfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Karan S. Ahuja, owner.
A copy of the petition containing, among other items, a list of the
Debtor's 10 unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/ENTFUPI/Crown_Assets_LLC__ganbke-20-21451__0001.0.pdf?mcid=tGE4TAMA
CURE PHARMACEUTICAL: Posts $13.4-Mil. Net Loss for June 30 Quarter
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CURE Pharmaceutical Holding Corp. filed its quarterly report on
Form 10-Q, disclosing a net loss of $13,439,000 on $269,000 of
total revenues for the three months ended June 30, 2020, compared
to a net loss of $12,651,000 on $108,000 of total revenues for the
same period in 2019.
At June 30, 2020, the Company had total assets of $30,157,000,
total liabilities of $3,436,000, and $26,721,000 in total
stockholders' equity.
The Company said, "At June 30, 2020, we had an accumulated deficit
of approximately $62 million and a working capital deficit of
approximately $1.0 million. Our operating activities consume the
majority of our cash resources. We anticipate that we will
continue to incur operating losses and negative cash flows from
operations, at least into the near future, as we execute our
commercialization and development plans and strategic and business
development initiatives.
"As of June 30, 2020 we had approximately $1.4 million of cash on
hand, which is expected to provide operating cash needs for up to
four months. We have previously funded, and intend to continue
funding, our losses primarily through the issuance of common stock
and/or convertible promissory notes, combined with or without
warrants, and cash generated from our product sales and research
and development and license agreements. We are currently
discussing various financing alternatives with potential investors,
but there can be no assurance that these funds will be available on
terms acceptable to us or will be enough to fully sustain
operations. If we are unable to raise sufficient additional funds,
we will have to develop and implement a plan to extend payables,
reduce expenditures, or scale back our business plan until
sufficient additional capital is raised to support further
operations. There can be no assurance that such a plan will be
successful.
"The ability of the Company to continue as a going concern is
dependent upon its ability to successfully accomplish the plans
described in the preceding paragraph and eventually secure other
sources of financing and attain profitable operations. These
factors raise substantial doubt about the Company's ability to
continue as a going concern for one year from the issuance of the
financial statements."
A copy of the Form 10-Q is available at:
https://is.gd/FTz0or
CURE Pharmaceutical Holding Corp., an integrated drug delivery and
development company, focuses on improving drug efficacy, safety,
and the patient experience through its proprietary drug dosage
forms and delivery systems. It develops and manufactures CUREfilm,
a patented and proprietary delivery system. The company is
developing an array of products in cutting-edge delivery platforms
and partners with biotech and pharmaceutical companies. It also
focuses on advancing various therapeutic categories, including the
pharmaceutical cannabis sector with partnerships in the United
States, Canada, Israel, Germany, and other markets. The company
was founded in 2011 and is headquartered in Oxnard, California.
CURVATURE INC: S&P Places 'CCC' ICR on CreditWatch Positive
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S&P Global Ratings placed its 'CCC' issuer credit rating on
U.S.-based IT maintenance service provider Curvature Inc. on
CreditWatch with positive implications. S&P's issue-level ratings
on Curvature's debt facilities are unchanged because S&P expects
these facilities to be fully repaid subsequent to the close of this
transaction.
The transaction should result in Curvature's debt being fully
repaid, removing the high cash interest burden from 2021. The
CreditWatch placement follows PPT's plans to acquire Curvature Inc.
S&P expects the full repayment of Curvature's outstanding debt to
alleviate a significant interest burden and help the company
generate positive free operating cash flow on an ongoing basis.
Curvature should be an integral part of the larger group and
profitability should benefit from cost synergies. Curvature would
represent about half of the combined group's revenues and expand
PPT's customer base and engineering capabilities. Furthermore,
following the acquisition by PPT, S&P expects the combined group's
pro forma EBITDA margins to remain at least in the 20% area over
the next twelve months helped by cost synergies compared to about
12% expected in 2020 for stand-alone Curvature.
S&P said, "The positive CreditWatch placement reflects our view
that the transaction will improve Curvature's credit profile
through the acquisition by a higher-rated entity and the full
repayment of its outstanding debt. We could raise the issuer credit
rating to the same level as our rating on PPT. We could also
withdraw all our ratings on Curvature at transaction close after
its outstanding debt is repaid, assuming it is no longer expected
to be a borrowing entity within the larger group. We expect to
resolve our CreditWatch listing upon transaction close."
CYCLO THERAPEUTICS: Has $2.2-Mil. Net Loss for the June 30 Quarter
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Cyclo Therapeutics, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $2,192,392 on $209,594 of revenues for the
three months ended June 30, 2020, compared to a net loss of
$1,368,011 on $273,095 of revenues for the same period in 2019.
At June 30, 2020, the Company had total assets of $2,262,301, total
liabilities of $4,182,340, and $1,920,039 in total stockholders'
deficit.
The Company said, "We have incurred losses from operations in each
of our last five fiscal years. Our ability to continue as a going
concern is dependent upon the availability of equity financing. We
will need to raise additional capital to support our ongoing
operations and continue our clinical trials. These factors raise
substantial doubt about our ability to continue as a going
concern."
A copy of the Form 10-Q is available at:
https://is.gd/N3bKg0
Cyclo Therapeutics, Inc., a biotechnology company, develops
cyclodextrin-based products for the treatment of diseases. Its lead
drug candidate is Trappsol Cyclo, an orphan drug for the treatment
of Niemann-Pick Type C disease. The company also sells
cyclodextrins and related products to the pharmaceutical,
nutritional, and other industries, primarily for use in diagnostics
and specialty drugs. It has a collaboration with the Chattanooga
Center for Neurologic Research. The company was formerly known as
CTD Holdings, Inc. and changed its name to Cyclo Therapeutics, Inc.
in October 2019. Cyclo Therapeutics was founded in 1990 and is
based in Gainesville, Florida.
CYPRESS ENVIRONMENTAL: Debt Maturity Casts Going Concern Doubt
--------------------------------------------------------------
Cypress Environmental Partners, L.P., filed its quarterly report on
Form 10-Q, disclosing a net income of $381,000 on $51,688,000 of
revenue for the three months ended June 30, 2020, compared to a net
income of $5,643,000 on $111,091,000 of revenue for the same period
in 2019.
At June 30, 2020, the Company had total assets of $149,376,000,
total liabilities of $98,941,000, and $50,435,000 in total owners'
equity.
The Company disclosed that its three-year Credit Agreement, which
matures within one year, raises substantial doubt about its ability
to continue as a going concern beyond the May 28, 2021 maturity
date. The obligations under the Credit Agreement are secured by a
first priority lien on substantially all of the Company's assets.
A copy of the Form 10-Q is available at:
https://is.gd/IlrfID
Cypress Environmental Partners, L.P., offer essential services that
help protect the environment and ensure sustainability. The
Company is based in Tulsa, Oklahoma.
DANICA ASSOCIATES: Unsecureds to Recover 29% in 4th Amended Plan
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Danica Associates, LLC, submitted a Fourth Amended Plan of
Reorganization.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 29.0 cents on the dollar. This Plan also provides
for the payment of administrative and priority claims.
Class 2 Secured claim of Valley National Bank is impaired. On the
Effective Date the Secured Claim owed to Class 2 in the secured
amount of amount of $25,580 will be paid in monthly installments of
$769.54 including 5.25% interest starting in Month 1 through Month
36 of the Plan.
Class 3 Non-priority unsecured creditors are impaired. On the
Effective date the holders of Class 3 Claims will be paid a pro
rata share of $48,648.24 LESS any amounts paid in accordance with
the sales of locations. This amount will be payable in monthly
installments of $1,351.34 per month starting in Month 1 of the plan
through month 36 of the Plan.
Funds to be used to make cash payments under the Plan shall derive
from income and operations of the Debtors. the sales of
non-performing or underperforming locations as well as the
contribution of new value by Rita Weller.
A full-text copy of the Fourth Amended Plan of Reorganization dated
August 24, 2020, is available at https://tinyurl.com/yy243hab from
PacerMonitor.com at no charge.
About Danica Associates
Danica Associates, LLC, Rynic, Inc., and Branwell, Inc., sought
Chapter 11 protection (Bankr. S.D. Fla. Case No. 18-12476
to18-12478) on March 2, 2018. In the petitions signed by Rite K.
Weller, managing member, Danica and Rynic were each estimated to
have at least $50,000 in assets and $100,000 to $500,000 million in
liabilities. The cases are assigned to Judge Paul G. Hyman, Jr.
The Debtors are represented by David Lloyd Merrill, Esq., at
Merrill PA.
DANIELA MARIA ROSA: Wells Fargo Wins Summary Judgment
-----------------------------------------------------
Bankruptcy Judge Christine M. Gravelle granted summary judgment in
favor of Wells Fargo in the adversary proceeding captioned DANIELA
MARIA ROSA, Plaintiff, v. WELLS FARGO, Defendant, Adv. Pro. No.
17-01664 (CMG) (Bankr. D. N.J.). Rosa's cross-motion for summary
judgment is denied.
The adversary proceeding relates to Wells Fargo's denial of Rosa's
loan modification application and whether its actions in responding
to her subsequent correspondence regarding the denial constitute
violations of the Real Estate Settlement Procedures Act ("RESPA")
and Regulation X.
The motions present two distinct issues for consideration. Wells
Fargo's motion for summary judgment requested judgment in its favor
on the straightforward matter of whether Wells Fargo complied with
12 C.F.R. section 1024.41(h), by having the appeal reviewed by
different personnel than those who reviewed the loan modification
application. Wells Fargo has submitted a certification from an
employee who reviewed its business records and identified the two
different people who reviewed the initial application and the
appeal. Though Rosa has not engaged in discovery or otherwise
provided any information to demonstrate that Wells Fargo was not in
compliance with the regulation, she submits that the certification
is insufficient to allow for summary judgment.
Rosa's cross-motion for summary judgment sought judgment in her
favor finding that Wells Fargo violated section 1024.36, by failing
to respond to Rosa's purported Requests for Information. The
cross-motion presents more complicated issues relating to whether,
based upon the procedural history of the adversary proceeding, Rosa
may pursue any additional claims beyond those under section
1024.41(h).
The Court previously issued an opinion granting in part and denying
in part, Wells Fargo's motion to dismiss the complaint. In re Rosa,
No. 17-27826 (CMG), 2018 WL 4352168, 2018 Bankr. LEXIS 2424 (Bankr.
D.N.J. Aug. 9, 201) ("Rosa I"). Rosa I focused on the Debtor's
claims against Wells Fargo under section 1024.35, which allows a
consumer to send a Notice of Error to their servicer, and did not
explicitly address any claims under section 1024.36, which allows a
consumer to send a Request for Information sent to their servicer.
Wells Fargo posited that the Court's discussion of Notices of Error
under section 1024.35(a) in Rosa I deductively eliminated Rosa's
claim under section 1024.36. If Wells Fargo is correct, Rosa's sole
remaining claim in the adversary proceeding would be under section
1024.41(h). Wells Fargo sought summary judgment as to that claim.
The Debtor argued that the Rosa I decision did not preclude the
continuation of an action under section 1024.36 and that her
request for summary judgment on the claim made pursuant to that
section is appropriate.
Because Rosa has produced no information which would create a
factual dispute as to whether different personnel reviewed Rosa's
initial loan modification and her appeal, the Court granted Wells
Fargo's motion for summary judgment. The Court agreed with Wells
Fargo that the decision in Rosa I limited the Debtor's claims going
forward to those arising under section 1024.41(h). For this reason,
and because Rosa has no valid claim under section 1024.36 even if
Rosa I had not eliminated it, the Court denied Rosa's
cross-motion.
A copy of the Court's Opinion is available at
https://bit.ly/3448U7V from Leagle.com.
Andy Winchell, Esq., at the Law Offices of Andy Winchell, PC,
represent the Plaintiff.
Ethan R. Buttner, Esq., at Reed Smith LLP, advises Wells Fargo.
Daniela Maria Rosa filed for chapter 11 bankruptcy protection
(Bankr. D.N.J. Case No. 17-27826) on August 31, 2017, and is
represented by Andy Winchell, Esq. of the Law Offices of Andy
Winchell PC.
DELPHI TECHNOLOGIES: Moody's Withdraws B2 CFR on BorgWarner Deal
----------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Delphi
Technologies PLC (Delphi) following BorgWarner Inc.'s (BorgWarner)
acquisition of Delphi and Moody's expectations for insufficient
financial information and support going forward to maintain ratings
on the outstanding Delphi notes.
The following ratings/assessments are affected by the action:
Withdrawals:
Issuer: Delphi Technologies PLC
Corporate Family Rating, Withdrawn, previously rated B2
Probability of Default Rating, Withdrawn, previously rated B2-PD
Speculative Grade Liquidity Rating, Withdrawn, previously rated
SGL-2
GTD Senior Unsecured Notes, Withdrawn, previously rated B3 (LGD4)
Outlook Actions:
Issuer: Delphi Technologies PLC
Outlook, Changed To Rating Withdrawn From Rating Under Review
RATINGS RATIONALE
BorgWarner announced completion of the acquisition of Delphi
Technologies on October 2, 2020 after $776.3 million (97.04% of the
$800 million outstanding) of Delphi Technologies' 5.00% senior
notes due 2025 were validly tendered in connection with the
previously announced private exchange offer made by BorgWarner with
respect to the Delphi Technologies notes. Per the exchange offer
and tender results, $23.7 million of Delphi notes were not tendered
and remain outstanding but 1) no longer include covenants except
for payment-related events of default, 2) have no support from
parent BorgWarner and 3) do not require any financial disclosure
from the obligor, Delphi.
Moody's has decided to withdraw the ratings because it believes it
has insufficient or otherwise inadequate information to support the
maintenance of the ratings.
Delphi Technologies PLC is a leading global automotive supplier of
engine management systems and aftermarket parts. Components include
advanced fuel injection systems, actuators, valvetrain products,
sensors, electronic control modules and power electronics
technologies. Revenues for the latest twelve months ended June 30,
2020 were approximately $3.7 billion.
DELTA MATERIALS: Mellor & Sons Buying Quarried Aggregates
---------------------------------------------------------
Delta Aggregate, LLC, an affiliate of Delta Materials, LLC, ask the
U.S. Bankruptcy Court for the Southern District of Florida to
authorize it (i) to enter into an excavation of materials contract
with Mellor and Sons Mining, LLC, and (2) to sell quarried
aggregate.
The Debtors are in the business of mining a particulate material
called aggregate. Delta Aggregate owns an aggregate quarry located
at 9025 and 9775 Church Road, Felda, Hendry County, Florida, while
Delta Materials owns or leases various pieces of quarrying
equipment.
During the pendency of these cases, the Debtors lacked liquidity to
conduct operations at the Quarry. However, in June 2020 a creditor
of the estates, MSFL Leasing, LLC acquired the Debtors' membership
interests and appointed itself the manager. Under
new management, the Debtors have reached an agreement to obtain at
least $200,000 in DIP financing. The financing is sufficient to
begin resuming operations at the Quarry.
Delta Aggregate and the Contractor have reached a proposed
agreement that is set forth in the Contract.
The terms of the Contract include:
a. Delta Aggregate will make the Quarry available to the
Contractor to excavate, harvest and process "Product" in
commercially reasonable quantities. Product is defined in Exhibit
B to the Contract and includes materials such as rock, screenings
and sand.
b. The term of the Contract is five years, unless either
terminated pursuant to Article 7 or extended pursuant to Section
9.16.
c. Delta Aggregate will prepare minable areas on the Quarry
and is responsible for the blasting of cells within the mine
construction limits on the Quarry. It is also responsible for
water management and landscape maintenance on the Quarry.
d. Delta Aggregate will have sole management over sales of
Product. It will provide an accounting of such sales to the
Contractor and pay the Contractor the purchase prices for sold
Product set forth in Exhibit B thereto.
e. Delta Aggregate will make available for use to the
Contractor the equipment set forth in Exhibit C to the Contract.
f. The Contractor produce at least for 30,000 tons of Product
to Delta Aggregate per month.
g. The Contractor, at its own expense, will obtain and
maintain in full force and effect the minimum levels of insurance
set forth in Section 2.3.7.
h. To the fullest extent permitted by law, the Contractor will
indemnify and hold harmless the Debtor for incidents arising out of
the performance of the Contractor's work under the Contract,
provided certain terms and conditions are present.
i. The Contractor and the Debtor mutually agree that they will
not disclose trade secrets or confidential information of one
another learned by performing under the Contract. The parties will
keep such information in the strictest confidence and will not use
such information for their benefit. The parties' confidentiality
obligations will continue after the term of the Contract for a
period of two years.
j. The Contract contains mandatory negotiation, mediation and
arbitration procedures in the event of a dispute arising
thereunder.
k. The Contract is subject to the approval of the Court.
The Debtors have identified various persons who may hold interests
in the Quarry. First and most obviously the Quarry is encumbered
by mortgages in favor of creditors, Stone Hammer Holding, LLC and
Legion Select Venture Fund, LLC. In addition to Stone Hammer and
Legion, the Debtors have identified persons who may hold interests
in oil, gas and mineral rights under the Quarry. Additionally, on
Jan. 29, 2014, a number of individuals filed a joint "Notice of
Claim" in the public records of Hendry County, Florida. Finally,
the Debtors have located several miscellaneous deeds purporting to
convey oil, gas and mineral interests in the Quarry.
The Debtor does not believe that claimants to oil, gas or mineral
rights in the Quarry possess any interest in the aggregate that is
the subject of its business operations or the Product to be
excavated under the Contract. In an abundance of caution, however,
the Debtor will serve the Motion and the notice of hearing thereon
as stated.
Through the Motion, the Debtor asks that the Court: (1) approves
the Contract, and (2) permits it to sell aggregate free and clear
of any liens, claims or encumbrances.
A copy of the Contract is available at https://tinyurl.com/y9q2rszq
from PacerMonitor.com free of charge.
About Delta Materials
Delta Materials, LLC and its affiliate Delta Aggregate, LLC (Bankr.
S.D. Fla. Lead Case No. 19-13191) filed voluntary petitions seeking
relief under Chapter 11 of the Bankruptcy Code on March 12, 2019.
Delta Aggregate owns a property located at 9025 Church Rd, Felda,
Florida, having an appraised value of $22 million.
At the time of filing, Delta Materials's total assets was
$22,006,491 and total liabilities was $10,377,363. Delta
Aggregate's total assets was $22,006,491 and total liabilities was
$10,377,363.
The Debtors' counsel is Bradley S. Shraiberg, Esq., at Shraiberg
Landau & Page, PA, in Boca Raton, Florida.
DIGITAL MEDIA SOLUTIONS: Discloses Substantial Going Concern Doubt
------------------------------------------------------------------
Digital Media Solutions, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $385,200 on $0 of revenue for the
three months ended June 30, 2020, compared to a net loss of
$1,356,916 on $0 of revenue for the same period in 2019.
At June 30, 2020, the Company had total assets of $200,816,802,
total liabilities of $13,760,665, and $5,000,007 in total
shareholders' equity.
The Company disclosed that management has determined that the
working capital deficit, mandatory liquidation and subsequent
dissolution raise substantial doubt about the Company's ability to
continue as a going concern.
The Company said, "As of June 30, 2020, the Company had
approximately $243 in its operating bank account, approximately
$200.8 million of interest income available in the Trust Account to
pay for taxes, and a working capital deficit of approximately $6.7
million.
"Through June 30, 2020, the Company's liquidity needs have been
satisfied through receipt of a $25,000 capital contribution from
the Sponsor in exchange for the issuance of the Founder Shares
(Note 4) to the Sponsor, $325,000 in loans from the Sponsor, and
the net proceeds from the consummation of the Private Placement not
held in the Trust Account. The Company fully repaid the loans from
the Sponsor on February 20, 2018. The Sponsor also paid for
certain general and administrative expenses on behalf of the
Company. As of June 30, 2020 and December 31 2019, an aggregate of
approximately $1.4 million and approximately $387,000 of these
advances were due on demand, non-interest bearing, and were fully
outstanding.
"In addition, in order to finance transaction costs in connection
with a Business Combination, the Sponsor or an affiliate of the
Sponsor, or certain of the Company's officers and directors may,
but are not obligated to, loan the Company funds as may be required
(the "Working Capital Loans") of up to $1.5 million (Note 4).
"The Company used substantially all of the funds held in the trust
account, including any amounts representing interest earned on the
trust account (less taxes payable and deferred underwriting
commissions), to complete the Business Combination on July 15,
2020. Funds held in the trust account were also used to fund the
redemption of 18,456,968 shares of Class A common stock.
"On January 30, 2020, the World Health Organization ("WHO")
announced a global health emergency because of a new strain of
coronavirus (the "COVID-19 outbreak"). On March 11, 2020, the WHO
classified the COVID-19 outbreak as a pandemic, based on the rapid
increase in exposure globally. The full impact of the COVID-19
outbreak continues to evolve. The impact of the COVID-19 outbreak
on the Company's results of operations, financial position and cash
flows will depend on future developments, including the duration
and spread of the outbreak and related advisories and restrictions.
These developments and the impact of the COVID-19 outbreak on the
financial markets and the overall economy are highly uncertain and
cannot be predicted. If the financial markets and/or the overall
economy are impacted for an extended period, the Company's results
of operations, financial position and cash flows may be materially
adversely affected.
"Management is currently evaluating the impact of the COVID-19
pandemic on the industry and has concluded that while it is
reasonably possible that the virus could have a negative effect on
the Company's financial position, results of its operations and/or
search for a target company, the specific impact is not readily
determinable as of the date of these financial statements. The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
"In connection with the Company's assessment of going concern
considerations in accordance with FASB Accounting Standards Update
("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's
Ability to Continue as a Going Concern," management has determined
that the working capital deficit, mandatory liquidation and
subsequent dissolution raise substantial doubt about the Company's
ability to continue as a going concern. No adjustments have been
made to the carrying amounts of assets or liabilities should the
Company be required to liquidate after July 31, 2020."
A copy of the Form 10-Q is available at:
https://is.gd/ZKnZ3B
Based in Clearwater, Florida, Digital Media Solutions, Inc. (NYSE:
DMS), is a marketing technology company. The Company develops
in-house digital media solutions that connects and tracks digital
performance marketing data, offering valuable insight into consumer
behaviors and campaign performance. DMS serves customers worldwide.
DPW HOLDINGS: Issues $2 Million Promissory Note to Investor
-----------------------------------------------------------
DPW Holdings, Inc., issued an institutional investor on Oct. 22,
2020, a promissory note in the principal face amount of $2,000,000,
with an interest rate of 13%. The outstanding principal face
amount, plus any accrued and unpaid interest, is due by Nov. 3,
2020. In connection therewith, the Company delivered to the
Investor a warrant, to purchase 729,927 shares of the Company's
common stock at an exercise price of $3.01, subject to adjustments.
The exercise of Warrant is subject to approval of the NYSE
American.
The Note contains standard and customary events of default
including, but not limited to, failure to make payments when due
under the Note, failure to comply with certain covenants contained
in the Note, or bankruptcy or insolvency of the Company. After the
occurrence of any Event of Default that results in the eventual
acceleration of the Note, interest payable on the outstanding
principal of the Note shall bear interest at the then applicable
interest rate set forth therein plus 13% per annum or the maximum
rate permitted under applicable law.
The Warrants entitle the Investor to purchase 729,927 shares of
Common Stock at an exercise price of $3.01 per share for a period
of five years, subject to certain beneficial ownership limitations.
The Warrant is immediately exercisable once the Company obtains
Exchange Approval. The exercise price is subject to adjustment for
customary stock splits, stock dividends, combinations or similar
events. Notwithstanding anything therein to the contrary, the
Warrants may be exercised via cashless exercise at the option of
the Investor.
If the Investor elects to exercise its Warrant on a cashless basis,
it will receive a number of shares of Common Stock derived from the
following formula:
Net Number = (A x B)/C
A= the total number of shares with respect to which this Warrant is
then being exercised.
B= Black Scholes Value.
C= the closing bid price of the Common Stock as of two trading days
prior to the time of such exercise, provided, however, that in no
event shall the closing bid price used for the purposes of
calculating the Net Number be less than $1.90.
The maximum Net Number of shares the Investor would receive if it
were to elect a cashless exercise of its Warrant based on a closing
bid price of $1.90 is 1,007,176.
About DPW Holdings
DPW Holdings, Inc. -- http://www.DPWHoldings.com/-- is a
diversified holding company pursuing growth by acquiring
undervalued businesses and disruptive technologies with a global
impact. Through its wholly and majority-owned subsidiaries and
strategic investments, the Company provides mission-critical
products that support a diverse range of industries, including
defense/aerospace, industrial, telecommunications, medical, and
textiles. In addition, the Company owns a select portfolio of
commercial hospitality properties and extends credit
toselectentrepreneurial businesses through a licensed lending
subsidiary. DPW's headquarters are located at 201 Shipyard Way,
Suite E, Newport Beach, CA 92663.
DPW Holdings recorded a net loss available to common stockholders
of $32.93 million for the year ended Dec. 31, 2019, compared to a
net loss available to common stockholders of $32.34 million for the
year ended Dec. 31, 2018. As of June 30, 2020, the Company had
$40.49 million in total assets, $37.46 million in total
liabilities, and $3.03 million in total stockholders' equity.
Ziv Haft., Certified Public Accountants (Isr.) BDO Member Firm, the
Company's auditor since 2012, issued a "going concern"
qualification in its report dated May 29, 2020 citing that the
Company has a working capital deficiency, has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
E2OPEN LLC: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to Texas-based E2open LLC and its 'B' issue-level rating and '3'
recovery rating to the proposed $75 million senior secured first
lien revolving credit facility due 2025 and the $525 million senior
secured first lien term loan B due 2027.
"The stable outlook reflects our belief that the company's high
proportion of predictable and sticky subscription revenue streams
and accelerating organic growth opportunities, along with our
expectation for an improvement in its profitability from the
realization of cost synergies and the roll-off of one-time and
restructuring costs, will likely enable it to generate free
operating cash flow (FOCF) of about $50 million while sustaining
S&P Global-adjusted leverage of 5.5x or below over the next year,"
S&P said.
"We also assume that, as a public company, E2open will adhere to
its more moderate announced financial policies, including a net
leverage target in the 3x-4x range," the rating agency said.
S&P's ratings on E2open incorporate its modest scale compared with
other rated software companies, its exclusive focus on supply chain
solutions -- which the rating agency considers to be a very
competitive market -- its historical inorganic growth strategy
despite the large and growing addressable market for its solutions,
and its elevated forecast leverage in the high 5x area pro forma
for the transaction. Nevertheless, S&P believes the
mission-critical nature of its solutions, its high proportion of
subscription revenue, and its long-standing relationships with its
diverse customer base helps mitigate these constraints.
Despite employing an inorganic growth strategy in recent years, S&P
views E2open as having attractive organic growth prospects. In
recent years, the company has prioritized acquisitions (9 completed
since 2014) that bolster its product offerings at the expense of
investing heavily in its salesforce. Despite the company's muted
organic revenue growth over this period, S&P believes E2open is now
better equipped to address the needs of customers that operate
global supply chains due to its improved offerings. Over the longer
term, S&P thinks the company will have an opportunity to gain share
in its addressable markets (currently about $45 billion) and
cross-sell solutions to its existing customer base as their supply
chains become increasingly complex due to global trade. According
to management, roughly 50% of its 1,300 customers only purchase one
product, however, in S&P's view, as sales cycles for these
solutions can be as long as 12 months and require significant
investment, this opportunity does carry a fair degree of execution
risk. Still, based on overall SCM industry growth expectation above
mid-single digits as well as S&P's view that E2open's improved
product portfolio can return the company to consistent growth, the
rating agency forecasts that the company's revenues will grow high
single digit percentage in fiscal 2022.
The market for supply chain management (SCM) software is fragmented
and highly competitive, though E2open enjoys several competitive
advantages. In the supply chain software segment of the enterprise
software industry, the company competes against enterprise resource
planning (ERP) vendors, such as Oracle, SAP, and Infor, that are
significantly larger and better capitalized as well as SCM-specific
providers offering specialized solutions, such as Blue Yonder and
other niche players. Despite the smaller scale of its business
relative to its competitors, E2open enjoys a top 5 position in
these markets.
"In our view, its full suite of capabilities, including channel and
supply chain, global trade compliance, and logistics, help
distinguish it from its rivals," S&P said.
Furthermore, S&P believes the mission-critical characteristics of
its offerings, its long-standing relationships (spanning on average
over 14 years) with blue-chip customers, and its vast partner
network (spanning over 220,000 participants) create barriers to
entry and switching costs.
The company's high proportion of recurring revenue should temper
the effects of the COVID-19 related recession on its results.
E2open derives roughly 83% of its total revenue under long-term
subscription-based contracts (generally 3-5 years in duration for
its enterprise customers). Although the company has a modest
customer concentration, because its top 10 customers account for
about 30% of its revenue, S&P believes the long-term nature of the
company's contracts and historically high gross retention rates of
over 95% offset this risk. In S&P's view, this provides E2 open
with a fair degree of revenue visibility, which should somewhat
alleviate the effects of the COVID-19 related recession on its
results. For fiscal year 2021, S&P projects revenue of roughly $330
million (about 8% higher relative to fiscal year 2020) on the
incremental revenue contribution from the Amber Road acquisition
and a low single-digit percent organic increase in its subscription
revenue, which will be partially offset by a mid-single-digit
percent decline in its professional services revenue.
E2open's S&P-adjusted leverage remains high. However, S&P
anticipates modest deleveraging over the next 12 months. The rating
agency expects the company to have about $525 million of funded
debt upon the completion of the merger. At this level, E2open's
S&P-adjusted leverage would be in the high 5x area, which indicates
that it is highly leveraged. However, in its forecast S&P projects
the company's leverage will improve to about 5.5x by the end of
fiscal year 2021 and decline further in fiscal year 2022, primarily
due to organic revenue growth and increased profitability through
the realization of synergies and the roll-off of one-time merger
and acquisition (M&A) and restructuring costs. S&P also expects the
company's FOCF to increase in 2021 on its improved profitability
and lower overall interest burden.
Upon the completion of the merger, E2open will no longer be
controlled by a financial sponsor, which will likely lead it to
implement more-moderate financial policies. While E2open is
currently a portfolio company of financial sponsor Insight Venture
Partners, it will be become a public company upon the completion of
its merger with SPAC CC Neuberger Principal Holdings I. Following
the transaction, S&P expects existing owners, of which Insight
Venture Partners represents the majority, to hold a roughly 38%
ownership stake in the company with the balance held by public
investors, private investment in public equity (PIPE) investors,
and affiliates of CC Neuberger Berman (the founders of CC Neuberger
Principal Holdings I). The company has publicly communicated that
it intends to operate with a leverage target of between 3x and 4x.
S&P expects that the company will adhere to financial policies that
support this target barring any dividends or imminent
acquisitions.
E2open's corporate governance will be comparable with that of other
publicly-traded companies. S&P expects the company's board to
comprise nine directors, the majority of which it will target to be
independent consistent with the NYSE's listing requirements.
Additionally, S&P believes E2open's management team has sufficient
qualifications and expertise in operating the company. Also,
because the company has previously operated as a publicly-traded
entity, S&P does not envision it will face significant difficulties
in complying with the increased internal controls or U.S.
Securities and Exchange Commission (SEC) and governance
requirements.
The stable outlook reflects S&P's belief that the company's high
proportion of predictable and sticky subscription revenue streams
and accelerating organic growth opportunities, along with the
rating agency's expectation for an improvement in its profitability
from the realization of cost synergies and the roll off of one-time
and restructuring costs, will likely enable it to generate FOCF of
about $50 million while sustaining S&P Global-adjusted leverage of
5.5x or below over the next year. S&P also assumes that, as a
public company, E2open will adhere to its more moderate announced
financial policies, including a net leverage target in the 3x-4x
range.
"We would consider lowering our rating on E2open if its operating
performance significantly underperforms our forecast over the next
12 months or it adopts more-aggressive financial policies that
cause its S&P Global-adjusted debt leverage to exceed 7x or its
FOCF-to-debt ratio to fall below 5%," S&P said.
"We could consider raising our rating on E2open if it reduces its
leverage below 5x over the next 12 months, either through earnings
growth, increased cash flow generation, and/or debt repayment, and
we're confident its financial policies, including acquisitions,
would enable it to sustain its leverage at this level or below,"
the rating agency said.
EAST CAROLINA COMMERCIAL: Taps Lisa Elmore Berry as Bookkeeper
--------------------------------------------------------------
East Carolina Commercial Services, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of North Carolina to
employ Lisa Elmore Berry, CPA, PA as its bookkeeper.
The firm's services will include the preparation of bi-weekly
payroll, independent contractor checks, quarterly payroll reports
and annual fillings.
The bookkeeper will be paid at $100 per hour for its services.
Lisa Elmore Berry, the firm's accountant who will be providing the
services, disclosed in court filings that she neither holds nor
represents an interest adverse to the Debtor's estate.
The firm can be reached through:
Lisa Elmore Berry, CPA
Lisa Elmore Berry, CPA, PA
2253 Nash St N.
Wilson, NC 27896
Phone: +1 252-206-1095
About East Carolina Commercial Services
East Carolina Commercial Services, LLC is a commercial solar
installation company specializing in module installation and
racking installation based in Wilson, N.C.
East Carolina Commercial Services sought protection under Chapter
11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 20-02361) on
June 27, 2020. Caesar Mendoza, Debtor's managing member, signed
the petition. At the time of the filing, Debtor disclosed assets
of $1 million to $10 million and liabilities of the same range.
Judge Joseph N. Callaway oversees the case.
Sasser Law Firm is Debtor's bankruptcy counsel.
EDWARD A. DAWSON: Selling Warden Property for $3K Cash
------------------------------------------------------
Edward A. Dawson and Marcia A. Meade ask the U.S. Bankruptcy Court
for the Eastern District of Washington to authorize the sale of the
real property legally described as Lots 1 and 2, Block 60, Grand
Coulee Addition to Warden, according to plat thereof recorded in
Volume 2 of Plats, Page(s) 101 and 102, records of Grant County,
Washington, to Amelia S. Fernandez and Jennyffer S. Landaverde
Rivas for $3,000 cash.
The purchases will be "As Is."
The Debtors further ask the Court for an order approving the sale
free and clear of liens and interests, including, but not limited
to, the following: Liens, Judgments and Warrants identified as
numbers 6 through 11 on Exhibit 1.
They further ask the Court that at closing, the following
disbursements be made:
1. A 10% real estate commission will be paid to realtors Joyce
DeLeon of Gary Mann Real Estate; and
2. General and delinquent real estate taxes shown on Exhibit
1.
The Debtors further ask the Court for an order shortening the time
period to object to their proposed sale and disbursement to a
period equal to 12 days from the date of mailing the notice.
A copy of the Exhibit 1 is available at
https://tinyurl.com/y4bhmgnb from PacerMonitor.com free of charge.
Edward A. Dawson and Marcia A. Meade sought Chapter 11 protection
(Bankr. E.D. Wash. Case No. 18-01857) on June 29, 2018. The
Debtors tapped Dan ORourke, Esq., at Southwell & ORourke, as
counsel.
EKSO BIONICS: To Hold its Virtual Annual Meeting on Dec. 29
-----------------------------------------------------------
The Board of Directors of Ekso Bionics Holdings, Inc. determined to
schedule the Company's 2020 Annual Meeting of Stockholders for
Tuesday, Dec. 29, 2020 at 8:30 a.m. Pacific time. The Annual
Meeting will be held virtually due to the ongoing COVID-19
pandemic. More details about the Annual Meeting, including
information on how to vote your shares, will be provided in the
Company's proxy statement for the Annual Meeting, to be filed with
the Securities and Exchange Commission.
Under the Company's By-laws, if a stockholder wishes to present a
proposal or wants to nominate candidates for election as directors
at the Annual Meeting, such stockholder must give written notice to
our Corporate Secretary in writing at our principal offices, Ekso
Bionics Holdings, Inc., 1414 Harbour Way South, Suite 1201,
Richmond, California 94804, Attention: Corporate Secretary. The
Secretary must receive such notice not later than Nov. 2, 2020.
Pursuant to Rule 14a-8 promulgated under the Securities Exchange
Act of 1934, as amended, some stockholder proposals that are
received at its principal offices at the address and by the date
described above may be eligible for inclusion in the Company Proxy
Statement.
The Company's By-laws also specify requirements as to the form and
content of a stockholder’s notice. The Company will not
entertain any proposals or nominations that do not meet those
requirements.
About Ekso Bionics
Ekso Bionics -- http://www.eksobionics.com/-- is a developer of
exoskeleton solutions that amplify human potential by supporting or
enhancing strength, endurance and mobility across medical and
industrial applications. Founded in 2005, the Company continues to
build upon its expertise to design some of the most cutting-edge,
innovative wearable robots available on the market. The Company is
headquartered in the Bay Area and is listed on the Nasdaq
CapitalMarket under the symbol EKSO.
Ekso Bionics reported a net loss of $12.13 million for the year
ended Dec. 31, 2019, compared to a net loss of $26.99 million for
the year ended Dec. 31, 2018. As of June 30, 2020, the Company had
$22.35 million in total assets, $22.38 million in total
liabilities, and a total stockholders' deficit of $28,000.
OUM & CO. LLP, in San Francisco, California, the Company's auditor
since 2010, issued a "going concern" qualification in its report
dated Feb. 27, 2020, citing that Company has incurred significant
recurring losses and negative cash flows from operations since
inception and an accumulated deficit. This raises substantial
doubt about the Company's ability to continue as a going concern.
ENCINO ACQUISITION: S&P Hikes Second-Lien Term Loan Rating to 'B+'
------------------------------------------------------------------
S&P Global Ratings raised its issue-level rating on Encino
Acquisition Partners LLC's second-lien term loan to 'B+' from 'B'.
S&P also revised the recovery rating on the debt to '1' from '2'
based on an updated reserve valuation report and the recent
reduction in the RBL borrowing base to $900 million from $1.05
billion. The '1' recovery rating indicates S&P's expectation for
very high (90%-100%; rounded estimate: 95%) recovery for creditors
in the event of a payment default. The 'B-' issuer credit rating
and negative outlook on Encino are unchanged.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P's simulated default scenario for Encino assumes a sustained
period of low commodity prices, consistent with the conditions of
past defaults in this sector.
-- S&P based its valuation for Encino on a company-provided
midyear 2020 PV-10 report, using its recovery price deck
assumptions of $50 per barrel for West Texas Intermediate crude oil
and $2.50 per million Btu for Henry Hub natural gas.
-- S&P's recovery analysis for Encino assumes its $900 million
senior secured RBL facility will be fully drawn at default.
Simulated default assumptions
-- Simulated year of default: 2022
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $2.5
billion
-- First-lien claims: $813.4 million
-- Recovery expectations: Not applicable
-- Remaining value available to second priority debt claims: $1.7
billion
-- Second priority debt claims: $574.4 million
-- Recovery expectations: 90%-100% (rounded estimate: 95%)
Note: All debt amounts include six months of prepetition interest.
ENRIQUE RODRIGUEZ NARVAEZ: Velez Buying Guayama Property for $190K
------------------------------------------------------------------
Enrique Rodriguez Narvaez and Myrna Iris Rivera Ortiz asks the U.S.
Bankruptcy Court for the District of Puerto Rico to authorize the
sale of the real property located at Pedro Albizu Campos Avenue
corner Arnaldo Bristol Street St., Guayama, Puerto Rico, Registered
in the Public Registry of Guayama, Book 459 (Agoro), Page 157, 5th
inscription, Property no. 11592, Property Identification
420-071-477-60-000, to Carlos R. Garcia Velez for $190,000.
The property is valued at $200,000. The Debtors received an offer
from the Buyer to purchase through letter of the offer (Exhibit
C).
As per CRIM's certification, the Debtors owe the amount of $0. The
amount received after deductions from the sale will be used to make
a payment to the Chapter 11 Plan. The closing costs will be paid
by both parties.
The offer is made so that the sale will transfer the property free
and clear of any liens.
The Debtors ask that the sale of the property be approved.
The Notice of the sale is given to all parties in interest and
unless any objection is received in the next 21 days the Court may
approve the same without any need of a hearing.
A copy of the Offer is available at https://tinyurl.com/yacv28zn
from PacerMonitor.com free of charge.
About Enrique Rodriguez Narvaez and
Myrna Iris Rivera Ortiz
Enrique Rodriguez Narvaez and Myrna Iris Rivera Ortiz was engaged
in the development and construction business in Puerto Rico. Mrs.
Ortiz is a housewife. During many years, Mr. Rodriguez acquired
and developed many lots of land. The Debtors filed for Chapter 11
bankruptcy protection (Bankr. D.P.R. Case No. 18-02044-EAG) on
April 16, 2018.
EVERETT C. MOULTON, III: Hires Realtor/Auctioneer to Sell Property
------------------------------------------------------------------
Everett C. Moulton, III, MD asks the U.S. Bankruptcy Court for the
Western District of Arkansas to authorize him (i) to employ Jan
Nordin, Realtor and Auctioneer, with Ramona Roberts Realtors of
Fort Smith, Arkansas, as Real Estate Agent/Auctioneer, and (ii) to
market and sell at auction the real estate located at 3201 Free
Ferry Road, along with eight adjacent lots, located in Fort Smith,
Sebastian County, Arkansas.
The Debtor wishes to employ Jan Nordin, Realtor and Auctioneer,
with Ramona Roberts Realtors of Fort Smith, Arkansas, a licensed
Arkansas Real Estate Agency, who is a duly licensed a real estate
agent and auctioneer in the state of Arkansas, and have such
employment effective as of the date of the Application.
He has retained the services of Jan Nordin to market and sell at
auction the Property, and more specifically described as follows:
3201 Free Ferry Road, Ft. Smith, AR 72903-1718; Parcel #
12941-0002-00000-00 consisting Lot 1A, Francis Place, in Brinley's
Addition to the City of Fort Smith, Sebastian County, Arkansas; -
containing approximately 3.87 Acres; Owned by the Everett C.
Moulton, III Living Trust, Dtd. 2.28.06, Restated 12.29.15, Everett
C. Moulton, III Trustee; and Parcel #10877-0029-00000-00 consisting
of Adjacent Lots 21-27 & Lot C, all in Brinley's Addition to the
City of Fort Smith, Sebastian County, Arkansas, containing
approximately 6 Acres, Owned by the Everett C. Moulton, III Living
Trust, Dtd. 2.28.06, Restated 12.29.15; Everett C. Moulton, III
Trustee; Empty Lots are adjacent to home and considered part of the
homestead to be sold.
The Debtor further asserts that it is in the best interests of the
bankruptcy estate and all parties of interest that he receives the
services of a duly licensed and qualified real estate
agent/auctioneer in order to conduct the marketing and ultimate
auction sale of certain said real property involved with the
Debtor's Subchapter V, Chapter 11 bankruptcy.
He has selected Jan Nordin for the reason that he has considerable
experience in the real estate marketing and sales matters,
including the handling of public auctions. He believes that he is
well qualified to handle the marketing, sale and auction of his
specific real property.
The professional services to be rendered by Jan Nordin are to
include the following: (a) to give the Debtor marketing and sales
advice with respect to the marketing and auction sale of certain
real property involved in the Debtor's Chapter 11 case; (ii) to
advertise and promote the auction sale, and to perform all other
real estate related services for Debtor that may be necessary; and
(iii) to conduct the auction sale process, as required.
The terms of employment of said Jan Nordin, Realtor, agreed to by
the Debtor, subject to the approval of the Court, are specified in
the Exclusive Right to Sell Agreement (at Auction). The Debtor
will incur no costs for a sale in the auction format. He may incur
normal closing related costs to finalize any successful auction
sale. A 10% Buyer's Premium will be added to any accepted auction
final bid, and such Buyer's Premium will fund the commissions for
said Realtor.
Everett C. Moulton, III sought Chapter 11 protection (Bankr. W.D.
Ark. Case No. 20-71451) on June 19, 2020. The Debtor tapped Oswald
Sparks, Esq., as counsel.
FLOWER CITY: Gets Approval to Hire Colligan Law as Legal Counsel
----------------------------------------------------------------
Flower City Monitor Services, Ltd. received approval from the U.S.
Bankruptcy Court for the Western District of New York to hire
Colligan Law, LLP to handle its Chapter 11 case.
The firm's services will be provided mainly by Frederick Gawronski,
Esq., who will be paid at the rate of $335 per hour.
Colligan Law will charge an hourly fee of $100 for paralegal
services.
Mr. Gawronski disclosed in court filings that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Frederick J. Gawronski, Esq.
Colligan Law, LLP
12 Fountain Plaza, Suite 600
Buffalo, NY 14202
Phone: 716-885-1150
Fax: 716-885-4662
Email: fgawronski@colliganlaw.com
About Flower City Monitor Services
Flower City Monitor Services, Ltd. provides asbestos air
monitoring, inspections and project monitoring services. Its
projects include private residential, commercial, industrial and
government projects. Visit https://flowercitymonitorservices.com
for more information.
Flower City filed its voluntary petitions for relief under Chapter
11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 20-20699) on
Sept. 22, 2020. Flower City President Lenora A. Paige signed the
petition.
At the time of the filing, the Debtor disclosed $191,554 in assets
and $1,565,555 in liabilities.
Colligan Law, LLP serves as the Debtor's legal counsel.
FLOYD SQUIRES: Liquidating Agent Selling Eureka Property for $50K
-----------------------------------------------------------------
Janina M. Hoskins, the Liquidating Agent of the estate of the Floyd
E. Squires III and Betty J. Squires, asks the U.S. Bankruptcy Court
for the Northern District of California to authorize the sale of
partial interest in the real property located at 1648 Nedra Avenue,
Eureka, California, an improved parcel, to Rory A. Hanson and Jo
Ann Hanson, Trustees of the Rory and Jo Ann Hanson 2020 Revocable
Trust, dated April 21, 2020, or its designee, for $50,000, all
cash.
A hearing on the Motion is set for Oct. 28, 2020 at 10:30 a.m.
The Property generates $690 per month in revenue. It is currently
vested in the Buyer, as to an undivided one-half interest, and
Betty Squires, a married woman, as to an undivided one-half
interest, subject to proceedings in the Court where the petition
was filed.
The Liquidating Agent moves to sell the Property to the Buyer free
and clear of the enumerated liens. Subject to Court approval, the
Liquidating Agent has agreed to accept an offer from the Buyer for
the estate's one-half interest in the Property for the sum of
$50,000, all cash, payable within 14 days of entry of an order
approving the proposed sale. The Buyer is purchasing the Property
on an "as is, where is" basis, with no warranties or
representations.
The Property is occupied. The Liquidating Agent has no obligation
to remove any existing tenant. Any dispute over the terms of the
sale agreement will be resolved by the Court.
The Property is subject to various interests in favor of the City
of Eureka, a municipal corporation, including four abstracts of
judgment. The Liquidating Agent believes she can sell free and
clear of these liens or encumbrances, and that, the City of Eureka
will consent to the sale and execute those documents as may be
necessary to satisfy the title company prior to closing.
The Liquidating Agent has concluded that the sale of the partial
interest in the Property for the sum of $50,000 to the Buyer is in
the best interest of the estate and will avoid what otherwise could
be delays, the incurring of expenses to file an adversary
proceeding and other potential risks. Absent a sale to a co-owner,
she would need to pursue an action under Bankruptcy Code Section
363(h), asking to allow the sale of the interest under her control
and the co-owner's interest.
The Debtors schedules valued the Property at $160,000 (with the
Debtors' half interest valued at $80,000); however, upon the
Liquidating Agent's investigation and review of information
gathered, she determined that the Property needs repairs and the
tenant at the Property pays only $690 per month in rent. If the
Liquidating Agent were to attempt to sell the entire Property, she
would have to meet all of the requirements of Bankruptcy Code
Section 363(h). She would have to begin the process by filing an
adversary proceeding pursuant to the terms of Rule 7001(3) to
obtain approval for such a sale.
By selling the estate's one-half interest in the Property to the
Buyer, the Liquidating Agent would avoid incurring fees and
expenses to seek to sell the entire Property. Considering the
condition of the Property and the low rent, she believes that the
$50,000 sale price for the estates one-half interest in the
Property is in the best interest of the estate.
Based on the foregoing, the Liquidating Agent is authorized to not
only sell property of the estate in the name of the Debtor but also
in the name of Betty Squires.
Finally, the Liquidating Agent asks that the order approving the
sale provides that it is effective upon entry and the stay
otherwise imposed under Rule 62(a) of the Federal Rules of Civil
Procedure and/or Bankruptcy Rule 6004(h) will not apply.
About the Squires
Floyd E. Squires, III, and Betty J. Squires filed for chapter 11
protection (Bankr. N.D. Cal. Case No. 16-10828) on Nov. 8, 2017,
and are represented by David N. Chandler, Esq. of the Law Offices
of David N. Chandler.
Janina M. Hoskins was appointed as examiner of the Debtors on April
23, 2018. DENTONS US LLP, led by Michael A. Isaacs, is the
examiner's counsel.
FLUID END: Southwest Car Buying 2017 Ford F-250 for $35.5K
----------------------------------------------------------
Fluid End Sales, Inc., doing business as Five Star Rig & Supply
Co., Inc., asks the U.S. Bankruptcy Court for the Western District
of Oklahoma to authorize the sale of 2017 Ford F-250 (VIN 8638) to
Southwest Car Sales for $35,500.
A hearing on the Motion is set for Nov. 5, 2020 at 10:00 a.m.
Objections, if any, must be filed no later than 21 days from the
date of filing of the request for relief.
Given the decrease in business, the Debtor has sought to identify
any surplus assets that can be sold to either generate cash or
reduce ongoing expenses. Through that process, it has determined
that it no longer needs a 2017 Ford F-250 (VIN 8638) pickup truck
with the odometer reading 66,395 miles. The Debtor sought out
potential purchasers for the Vehicle and identified the Buyer, who
has agreed to purchase the Vehicle for $35,500, subject to the
approval of the Court. The sale will be free and clear of any
liens encumbering said Vehicle.
The approximate retail value of the Vehicle is $44,000, and the
Vehicle is encumbered by a lien in favor of Ford Motor Credit Co.
in the approximate amount of $34,531.
The Debtor believes that it is in the best interests of its estate,
creditors, and interest holders to sell the Vehicle. The agreed-to
sale price would allow it to satisfy the lien in favor of Ford
Motor. The sale will also allow it to avoid ongoing expenses
related to the Vehicle.
Finally, the Debtor asks that the Court makes the Order approving
the sale effective immediately upon its issuance, waiving the
requirements of Bankruptcy Rule 6004(h). The waiver is appropriate
given that the Debtor no longer needs the Vehicle and is incurring
ongoing expenses related thereto. These expenses include
insurance, maintenance, and adequate protection payments. These
expenses are an unnecessary drain on the Debtor's operations.
About Fluid End Sales
Fluid End Sales, Inc., which conducts business under the name Five
Star Rig & Supply Co., Inc., is an Oklahoma-based company that is
engaged in the business of wholesale distribution of construction
or mining cranes, excavating machinery and equipment.
Fluid End Sales, Inc. filed a voluntary petition pursuant to
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Okla. Case No. 20-12777) on Aug. 20, 2020. The petition was signed
by Jason Clayton, president. At the time of filing, the Debtor
estimated $1 million to $10 million in both assets and
liabilities.
Judge Janice D. Loyd oversees the case.
The Debtor tapped Clayton D. Ketter, Esq., at Phillips Murrah P.C.,
as counsel and RSM US LLP as accountant.
FOLSOM FARMS: Frank George Objects to Disclosure Statement
----------------------------------------------------------
Frank E. George, Jr., Pamela K. George, Gerald R. George and Ruth
E. George, by and through their attorney Robert A. Smejkal, object
to the First Amended Disclosure Statement filed by debtor Folsom
Farms, LLC, on August 24, 2020.
George points out that the First Amended Disclosure Statement fails
to satisfy the adequate information standard of Section 1125(b)
because essential information is either inadequately disclosed or
omitted.
George further points out that page 5 of the First Amended
Disclosure Statement states “Debtor does not know at this time
how the Plan payments will be concluded but anticipates either a
sale or refinance of the debt owing at the end of the three
years”. The fact that the “Debtor does not know at this time
how the Plan payments will be concluded” does not excuse the
Debtor from complying with the “adequate information”
requirement.
George asserts that the rental income of the Debtor is insufficient
to pay the proposed Plan payments.
George complains that the First Amended Disclosure Statement fails
to include any information regarding risk factors that should be
disclosed.
According to George, the First Amended Disclosure Statement fails
to identify the mortgage broker, if any, that the Debtor is working
with, nor does it identify the lender, the costs of the loan the
Debtor will incur and the source of payment of those costs.
George points out that the First Amended Disclosure Statement fails
to include any information regarding the terms of the loan
including, without limitation, the amount of the loan, the expected
interest rate, the expected amount of the periodic payments or the
expected maturity date.
Attorney for Frank E. George, Jr., Pamela K. George, Gerald R.
George and Ruth E. George:
Robert A. Smejkal, OSB # 783824
800 Willamette St, Suite 800
Eugene, OR 97401
Telephone: 541 345-3330
Email: bob@attorneysmejkal.com
About Folsom Farms
Folsom Farms, LLC, is a single asset real estate debtor (as defined
in 11 U.S.C. Section 101(51B).
Folsom Farms sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ore. Case No. 20-30575) on Feb. 19, 2020. At the
time of the filing, the Debtor was estimated to have assets of
between $1 million and $10 million and liabilities of the same
range. Judge Peter C. McKittrick oversees the case. Sally Leisure,
Esq., at SRL Legal, LLC, is the Debtor's legal counsel.
FOLSOM FARMS: Unsecured Creditors Will Recover 100% of Claims
-------------------------------------------------------------
Folsom Farms, LLC, submitted an Amended Disclosure Statement
explaining its Chapter 11 Plan.
The Debtor's Amended Plan of Reorganization modifies the rights of
Holders of Claims. The Debtor will pay Holders of Secured Claims
in monthly installments as set out specifically for each Claimant.
The Debtor will pay Holders of Unsecured and Administrative Claims
100% of their Allowed Claims on (a) the Effective Date (10 days
after entry of an Order of Confirmation) or (b) the Allowance Date
(if an objection is filed to the Claim, the date on which the court
enters an Order allowing the Claim), whichever is later. All
unexpired leases and executory contracts will be assumed by Debtor
as of the Effective Date of the Plan.
The Debtor is able to perform this plan. During the administration
of this case Debtor has paid $4,457.08 monthly as adequate
protection payments to the Georges. This despite one agricultural
tenant abandoning its lease. The Debtor is seeking a replacement
tenant for the remainder of the 2020 agricultural season which will
increase monthly revenue from $3,000 to $5,500 and has negotiated a
lease for 2021, which will increase monthly revenue to $9,000.
A full-text copy of the Amended Disclosure Statement dated August
24, 2020, is available at https://tinyurl.com/y4fgvl9g from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Sally Leisure
SRL Legal, LLC
25-6 NW 23rd Place, #241
Portland, OR 97210
Telephone: 503.781.8211
Email: sally@sallyleisure.com
About Folsom Farms
Folsom Farms, LLC, is a single asset real estate debtor (as defined
in 11 U.S.C. Section 101(51B).
Folsom Farms sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ore. Case No. 20-30575) on Feb. 19, 2020. At the
time of the filing, the Debtor was estimated to have assets of
between $1 million and $10 million and liabilities of the same
range. Judge Peter C. McKittrick oversees the case. Sally Leisure,
Esq., at SRL Legal, LLC, is the Debtor's legal counsel.
FOLSOM FARMS: US Trustee Objects to Disclosure Statement
--------------------------------------------------------
Gregory M. Garvin, Acting United States Trustee for Region 18,
objects to the Disclosure Statement filed by Folsom Farms, LLC.
The U.S. Trustee complains that the Disclosure Statement and
accompanying Plan are vague and lack even basic information about
Debtor's operations, assets, and prospects for reorganization.
The U.S. Trustee points out that the Disclosure Statement does not
provide any details on the proposed refinance.
The U.S. Trustee asserts that the Disclosure Statement contains no
historical or current financial information that would give
creditors perspective on Debtor's current financial situation and
prospects under the plan.
According to the U.S. Trustee, the Disclosure Statement and Plan do
not disclose the identity and affiliations of any individual
proposed to serve as management as required by 11 U.S.C. Sec.
1129(a)(5).
The U.S. Trustee complains that the Disclosure Statement does not
contain and description any administrative expenses that have
accrued so far in the case, including under the retainer agreement
attached to the Order for the Employment of Counsel for
Debtor-in-Possession.
The U.S. Trustee points out that the Disclosure Statement contains
no information as to the current leases on Debtor's property or
whether they have changed post-petition, it is unclear whether
Debtor is continues to lease property to an entity growing hemp or
other cannabis plants.
About Folsom Farms
Folsom Farms, LLC, is a single asset real estate debtor (as defined
in 11 U.S.C. Section 101(51B).
Folsom Farms sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ore. Case No. 20-30575) on Feb. 19, 2020. At the
time of the filing, the Debtor was estimated to have assets of
between $1 million and $10 million and liabilities of the same
range. Judge Peter C. McKittrick oversees the case. Sally Leisure,
Esq., at SRL Legal, LLC, is the Debtor's legal counsel.
FTS INTERNATIONAL: Seeks to Hire Kirkland & Ellis as Legal Counsel
------------------------------------------------------------------
FTS International Inc. and its affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of Texas to hire
Kirkland & Ellis LLP and Kirkland & Ellis International LLP as
their legal counsel.
Kirkland & Ellis will render these legal services:
(a) advise Debtors with respect to their powers and duties in
the continued management and operation of their businesses and
properties;
(b) advise and consult on the conduct of Debtors' Chapter 11
cases;
(c) attend meetings and negotiate with representatives of
creditors and other parties-in-interest;
(d) take all necessary actions to protect and preserve
Debtors' estates;
(e) prepare pleadings;
(f) represent Debtors in connection with obtaining authority
to continue using cash collateral and post-petition financing;
(g) advise Debtors in connection with any potential sale of
assets;
(h) appear before the court and any appellate courts;
(i) advise Debtors regarding tax matters;
(j) take any necessary action to negotiate, prepare and obtain
approval of a disclosure statement and confirmation of a Chapter 11
plan and all documents related thereto; and
(k) perform all other necessary legal services for Debtors in
connection with the prosecution of the cases.
Kirkland's hourly rates are as follows:
Partners $1,075 - $1,845
Of Counsel $625 - $1,845
Associates $610 - $1,165
Paraprofessionals $245 - $460
Kirkland made the following disclosures in response to the request
for additional information set forth in Paragraph D.1. of the
Revised U.S. Trustee Guidelines:
-- Kirkland and the Debtors have not agreed to any variations
from, or alternatives to, Kirkland's standard billing arrangements
for this engagement.
-- The hourly rates used by Kirkland in representing the Debtors
are consistent with the rates that Kirkland charges other
comparable Chapter 11 clients regardless of the location of the
case.
Kirkland's current hourly rates for services rendered on
behalf of the Debtors are as follows:
Billing Category U.S. Range
Partners $1,075 - $1,845
Of Counsel $625 - $1,845
Associates $610 - $1,165
Paraprofessionals $245 - $460
Kirkland represented the Debtors from Feb. 20 to July 1, 2020,
using the following hourly rates:
Billing Category U.S. Range
Partners $1,025 - $1,795
Of Counsel $595 - $1,705
Associates $595 - $1,125
Paraprofessionals $235 - $460
-- The Debtors approved Kirkland's budget and staffing plan for
the period from Sept. 22 to Nov. 30, 2020.
Brian Schartz, president of Brian E. Schartz, P.C., a partner of
Kirkland, disclosed in court filings that the firms are
"disinterested persons" as defined in Section 101(14) of the
Bankruptcy Code.
Kirkland can be reached through:
Brian E. Schartz, Esq.
Brian E. Schartz, P.C
Kirkland & Ellis LLP
Kirkland & Ellis International LLP
609 Main Street,
Houston, TX 77002
Phone: +1 713 836 3755
Email: brian.schartz@kirkland.com
About FTS International
Headquartered in Fort Worth, Texas, FTS International Inc. is an
independent hydraulic fracturing service company. Visit
http://www.FTSI.comfor more information.
On Sept. 22, 2020, FTS International and two affiliates sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-34622) to
seek confirmation of a prepackaged plan.
FTS International had $616 million in total assets, $587 million in
total liabilities, and $29 million in total stockholders' equity as
of March 31, 2020.
The Debtors have tapped Kirkland & Ellis LLP, Kirkland & Ellis
International LLP and Winston & Strawn LLP as their legal counsel,
Lazard Freres & Co., LLC as financial advisor, and Alvarez & Marsal
LLP as restructuring advisor. Epiq is the claims and solicitation
agent.
GARRETT MOTION: Ropes & Gray Update List of Noteholder Group
------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Ropes & Gray LLP submitted a supplemental verified
statement to disclose an updated list of Ad Hoc Group of Secured
Noteholder that it is representing in the Chapter 11 cases of
Garrett Motion, Inc., et al.
The Ad Hoc Group of Secured Noteholders, by and through their
undersigned counsel, of 5.125% Senior Notes due 2026 issued
pursuant to that certain Indenture, dated as of September 27, 2018,
together with any other agreements or documents executed in
connection therewith, by and among Garrett L X I S.À.R.L. and
Garrett Borrowing LLC, Garrett Motion Inc., the Guarantors party
thereto, Deutsche Trustee Company Limited, as indenture trustee,
Deutsche Bank AG, London Branch, as security agent and paying
agent, and Deutsche Bank Luxembourg S.A., as registrar and transfer
agent.
During September 2020, members of the Ad Hoc Group of Secured
Noteholders retained attorneys with the firm of Ropes & Gray LLP to
represent them as counsel in connection with the outstanding debt
obligations of the above-captioned debtors and debtors in
possession.
On October 5, 2020, Ropes & Gray, on behalf of the Ad Hoc Group of
Secured Noteholders, filed the Verified Statement of the Ad Hoc
Group of Secured Noteholders Pursuant to Bankruptcy Rule 2019 [Dkt
No. 159]. This Supplemental 2019 Statement supersedes the 2019
Statement.
Upon information and belief formed after due inquiry, Ropes & Gray
does not hold any disclosable economic interests in relation to the
Debtors.
As of Oct. 20, 2020, members of the Ad Hoc Group of Secured
Noteholders and their disclosable economic interests are:
AllianceBernstein L.P.
150 4th Avenue N.
Nashville, TN 37219
* Term Loan B Obligations ($): $3,085,413
* Note Obligations (€): 35,121,000
* Equity Interests (Shares): 37
Bardin Hill Investment Partners LP
299 Park Avenue
New York, NY 10171
* Note Obligations (€): 27,475,000
* Equity Interests (Shares): 1,112,071
Benefit Street Partners LLC
9 W. 57th Street
Suite 4920
New York, NY 10019
* Note Obligations (€): 9,000,000
* Equity Interests (Shares): 1,439,839
Diameter Capital Partners LP
24 W. 40th Street
5th Floor
New York, NY 10018
* Term Loan B Obligations (€): 34,924,410
* Term Loan B Obligations ($): 24,423,712
* Note Obligations (€): 66,525,000
KSAC Europe Investments S.a.r.l.
1A, rue Thomas Edison
Strassen L-1445
Luxembourg
* Note Obligations (€): 40,655,000
Lord, Abbett & Co LLC
90 Hudson Street
Jersey City, NJ 07302-3973
* Note Obligations (€): 14,100,000
P. Schoenfeld Asset Management LP
1350 Avenue of the Americas
21st Floor
New York, NY 10019
* Note Obligations (€): 20,000,000
* Equity Interests (Shares): 2,100,000
Robeco Institutional Asset Management B.V.
P.O. Box 973
3000 AZ
Rotterdam
The Netherlands
* Note Obligations (€): 34,990,000
Ropes & Gray does not represent or purport to represent any other
entities in connection with the Debtors' chapter 11 cases. Ropes &
Gray does not represent the Ad Hoc Group of Secured Noteholders as
a "committee" is not a fiduciary for, any creditor, party in
interest, or other entity that has not signed a retention agreement
with Ropes & Gray. No member of the Ad Hoc Group of Secured
Noteholders represents or purports to represent any other member or
entity in connection with the Debtors' Chapter 11 Cases. In
addition, each member of the Ad Hoc Group of Secured Noteholders
(a) does not assume any fiduciary or other duties to any other
member of the Ad Hoc Group of Secured Noteholders and (b) does not
purport to act or speak on behalf of any other member of the Ad Hoc
Group of Secured Noteholders in connection with these Chapter 11
Cases.
Nothing contained in this Supplemental 2019 Statement is intended
or shall be construed to constitute: (i) a waiver or release of the
rights of the members of the Ad Hoc Group of Secured Noteholders to
have any final order entered by, or other exercise of the judicial
power of the United States performed by, an Article III court; (ii)
a waiver or release of the rights of the members of the Ad Hoc
Group of Secured Noteholders to have any and all final orders in
any and all non-core matters entered only after de novo review by a
United States District Judge; (iii) consent to the jurisdiction of
the Court over any matter; (iv) an election of remedies; (v) a
waiver or release of any rights the members of the Ad Hoc Group of
Secured Noteholders may have to a jury trial; (vi) a waiver or
release of the right to move to withdraw the reference with respect
to any matter or proceeding that may be commenced in these chapter
11 cases against or otherwise involving the members of the Ad Hoc
Group of Secured Noteholders; (vii) any affect or impairment of any
claims against the Debtors held by any member of the Ad Hoc Group
of Secured Noteholders, (viii) a limitation upon, or waiver of, any
rights of any member of the Ad Hoc Group of Secured Noteholders to
assert, file, and/or amend any proof of claim in accordance with
applicable law, or (ix) a waiver or release of any other rights,
claims, actions, defenses, setoffs or recoupments to which the
members of the Ad Hoc Group of Secured Noteholders are or may be
entitled, in law or in equity, under any agreement or otherwise,
with all such rights, claims, actions, defenses, setoffs or
recoupments being expressly reserved. This Supplemental 2019
Statement may be amended or supplemented as necessary in accordance
with Bankruptcy Rule 2019.
Counsel to the Ad Hoc Group of Secured Noteholders can be reached
at:
ROPES & GRAY LLP
Mark I. Bane, Esq.
Matthew M. Roose, Esq.
Daniel G. Egan, Esq.
1211 Avenue of the Americas
New York, NY 10036-8704
Telephone: 212.596.9000
Facsimile: 212.596.9090
Email: mark.bane@ropesgray.com
matthew.roose@ropesgray.com
daniel.egan@ropesgray.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3opVwTN
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.
GREYSTONE SELECT: S&P Assigns 'B-' ICR; Outlook Stable
------------------------------------------------------
S&P Global Ratings said it assigned its 'B-' issuer credit rating
to Greystone Select Financial LLC. The outlook is stable. At the
same time, S&P assigned its 'B+' issue-level rating with a '1'
recovery rating to the company's proposed $400 million senior
secured term loan.
S&P said, "Our ratings on Greystone reflect the company's high
leverage (on a deconsolidated basis), reliance on external funding
facilities, modest market position, and rapid growth in a
fragmented multifamily mortgage industry. We favorably view the
company's decision to place bridge to agency loans and other
nonconforming loans in nonrecourse investment funds which Greystone
manages for a fee. Although we exclude debt in the senior debt fund
in our measure of leverage, we believe the fund provides an
important source of financing that allows the company to grow
earnings, which could dissipate if there are any developments that
impair the fund's ability to provide financing."
Greystone is a commercial real estate (CRE) servicer and finance
company with a focus on multifamily lending. For the rolling twelve
months ended June 30, 2020, Greystone originated $14.1 billion in
loans, of which 35% were sourced to Fannie Mae, 26% to HUD, 23% to
Freddie Mac, and 16% to non-recourse investment funds (bridge to
agency).
S&P said, "We take a balanced view of the company's business
position and operating model. We view its origination volume and
the broader multifamily real estate market as largely dependent on
interest rates and the underlying health of the U.S. economy,
resulting in pronounced cyclicality and earnings volatility.
Although our economists view commercial real estate as one of the
riskier asset classes in the current economic environment, we think
multifamily real estate benefits from favorable demographic trends
and government policies."
For the rolling 12 months ended June 30, 2020, Greystone originated
$14.1 billion in loans, of which 35% were sourced to Fannie Mae,
26% to HUD, 23% to Freddie Mac, and 16% to nonrecourse investment
funds (bridge to agency). Greystone was the no. 5 Fannie Mae DUS
lender and no. 8 Freddie Mac seller/servicer in 2019, and no. 1 HUD
multifamily lender for the first half of 2020.
S&P said, "The stable outlook reflects our expectation that, over
the next 12 months, Greystone will operate with debt to adjusted
EBITDA well above 5x, debt to tangible equity above 2.5x, and
EBITDA coverage of interest above 1.5x (all on a deconsolidated
basis from its investment fund). The outlook also reflects our
expectation that the company will continue to grow earnings, build
its book of servicing assets, and maintain unfettered access to
warehouse funding facilities."
"We could lower the ratings if Greystone's cushion against its
financial covenants erodes substantially, or if EBITDA coverage of
interest falls below 1.5x."
"An upgrade is unlikely over the next 12 months. Over time, we
could raise our ratings if the company meaningfully lowers its
leverage, manages its credit risk on Fannie Mae DUS exposures, and
organically grows its EBITDA on a recurring basis."
GTC WORKS: Haijie & Mike Buying Business for $425K
--------------------------------------------------
GTC Works, LL, asks the U.S. Bankruptcy Court for the District of
Arizona to authorize the sale of its business known as Good Time
Charli's Neighborhood Craft Pub, including only the trade name,
website, physical assets owned by GTC, as outlined in the Equipment
List (Exhibit A), the business records, trade name, and inventory,
to Haijie & Mike Co. for $425,000, plus inventory at GTC's cost,
estimated at between $15,000 and $20,000, subject to higher and
better offers.
There has been no appraisal of the business.
After initial attempts to reorganize, the Debtor employed Stick A
Fork In It, LLC, soing business as The Restaurant Brokers, as
broker to market its business for sale. The Broker's efforts have
resulted in a contract providing for the Debtor to sell its
business to Haijie for $425,000 plus inventory at GTC's cost,
estimated at between $15,000 and $20,000. The contract represents
the sale of substantially all of the Debtor's assets and the
assignment of its principal lease.
The agreement requires GTC to request an initial hearing date for
approval of the sale on Oct. 21, 2020 and a final hearing date on
Oct. 28, 2020, acknowledging that the actual scheduling of these
matters is in the hands of the Court. The sale is free and clear
of liens, claims and interests. The offer is subject to higher and
better offers. The sale does not involve the transfer of
personally identifiable information.
Under the offer, Haijie is to be assigned the Debtor's lease for
the premises located at 6045 W Chandler Blvd, Chandler, AZ 85226. A
copy of the lease (Exhibit A) to the previously-approved Motion to
Assume Premises Lease. The lease was executed between the Debtor
as tenant and Kyrene Shopping Cente, LLC as the landlord. The
Debtor is unaware of any assignment by, or substitution of, either
the tenant or the landlord, or of any sublessor or sublessee. The
Debtor is aware of the following parties holding a security
interest in the subject property: Wells Fargo Bank, NA as Trustee
for the Benefit of the Holders of COMM 2015-DC1 Mortgage Commercial
Trust Pass-Through Certificates.
The balance of payments or other performance required to be paid or
performed under the contract or lease is as follows: 11 monthly
payments beginning at approximately $8,299 through Aug. 21, 2021,
with two five-year renewal options with 3% annual base rent
increases. The Landlord has asserted that the Debtor is in default
in the amount of $15,355, which will be cured from the sale
proceeds. The assignee is Haijie, which is accepting assignment of
the lease on its existing terms. The assignment is subject to
higher and better offers.
The following persons are known or believed to hold, or to claim to
hold, interests in the property to be sold: (i) MALCK, LLC, secured
creditor; (ii) JMG Solutions, LLC, secured creditor; (iii)
Timberland Bank, secured creditor, satisfied but not released; (iv)
ARF Financial, secured creditor, satisfied but not released; (v) On
Deck Capital, Inc., secured creditor; (vi) Arizona Department of
Revenue, secured creditor; and (vii) AKF, Inc., doing business as
Fundkite, secured creditor.
The claim of Timberland Bank and/or ARF Financial, if still
advanced, is disputed as having been satisfied pre-petition. The
Debtor is unaware of, and therefore disputes, the interest of any
person in any other part of the Property not listed.
Compensation will be paid from the sale proceeds to the broker,
Stick A Fork, consistent with the application and order authorizing
its employment.
The Debtor believes that the optimal value for its assets will be
secured by completing the sale represented in the offer. The bid
is subject to higher and better offers and the Debtor continues to
work towards securing competing bids.
A copy of the Contract is available at https://tinyurl.com/yc95n7yf
from PacerMonitor.com free of charge.
About GTC Works
GTC Works LLC, a company operating a restaurant business, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz.
Case No. 19-04090) on April 8, 2019. At the time of the filing,
Debtor had estimated assets and liabilities of less than $1
million. Judge Paul Sala oversees the case. Kelly G. Black, PLC
and James A. Chaston CPA, PLC serve as Debtor's bankruptcy counsel
and accountant, respectively.
HORNBLOWER HOLDCO: S&P's Rating on Secured Debt Remains at 'CCC-'
-----------------------------------------------------------------
S&P Global Ratings revised its recovery rating on U.S.-based ferry
and cruise operator Hornblower HoldCo LLC's senior secured debt to
'4' from '3'. The '4' recovery rating indicated S&P's expectation
for average (30%-50%; rounded estimate: 45%) recovery for the
noteholders in the event of a payment default. S&P's 'CCC-'
issue-level rating on the debt is unchanged.
S&P said, "Our lower recovery expectation reflects the company's
incurrence of additional debt issued by a subsidiary, which has
reduced the value available to the parent company's secured lenders
in our simulated default scenario. Hornblower issued the
incremental debt to help shore up its liquidity position given its
material cash burn in the second quarter of 2020 and we expect it
will continue to burn cash during the third quarter. The company
burned cash in the second quarter due to the suspension of its
concessions and overnight cruises segments for the entire quarter
and the suspension of its cruises and events segment for the
majority of the quarter because of the restrictions imposed to slow
the spread of the coronavirus. Hornblower's concessions, overnight
cruises, and cruises and events segments account for about 80% of
its EBITDA before corporate overhead expenses.
"We believe the company's EBITDA remained materially negative in
the third quarter of 2020 because the operations in its overnight
cruises segment were still suspended and the operations in its
concessions and cruises and events segments were running for only
part of the quarter and at reduced capacity to comply with social
distancing requirements. Notwithstanding Hornblower's continued
revenue from its NYC Ferry and contract services segments, we
believe its third-quarter revenue was materially lower year over
year. In addition, we believe the company's lower revenue, combined
with a modest level of selling, general, and administrative (SG&A)
expenses and our view that the profitability of its concessions and
cruises and events segments was likely impaired because of the
reduced capacity on most vessels, led to a material decline in its
EBITDA in the quarter. We believe Hornblower funded its
third-quarter cash drain, in part, with cash on hand and a capital
contribution from its management and owner, private-equity firm
Crestview Partners.
"We believe the proceeds from the recent debt raise will provide
the company liquidity support as it enters its seasonally weak
fourth and first quarters. Nevertheless, if its EBITDA performance
in the next few quarters is only modestly weaker than we forecast,
we believe Hornblower may be challenged to meet its fixed charges
(interest expense, maintenance capital expenditure, and the
amortization under its term loan) absent further external liquidity
support.
"The negative outlook reflects the high level of uncertainty as to
Hornblower's recovery in the next few quarters and the potential
that its liquidity could become further strained, which would
render it potentially unable to fund its cash fixed charges. We
would lower our ratings on the company if its EBITDA in the next
few quarters is insufficient to meet its cash fixed charges and we
do not expect it to have access to further external liquidity
sources. Alternatively, we would raise our rating on Hornblower by
at least one notch if we believe it has sufficient liquidity to
fund its fixed charges over at least the next 12 months and
anticipate its EBITDA will begin to recover next year."
Environmental, social, and governance (ESG) credit factors for this
credit rating change:
-- Health and safety
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P revised its recovery rating on Hornblower's senior secured
debt to '4' from '3'. The '4' recovery rating indicates its
expectation for average (30%-50%; rounded estimate: 45%) recovery
for noteholders in the event of a payment default.
-- S&P estimates of Hornblower's gross enterprise value remains
the same, thus the revision in the recovery rating reflects the
incremental debt it incurred at one of its subsidiaries.
-- S&P no longer attribute value from Hornblower's Canadian
subsidiary when calculating the value available to satisfy claims
under the company's senior secured debt. S&P estimates Hornblower's
Canadian subsidiary accounts for about 17% of its EBITDA and assume
that value will remain at the Canadian subsidiary to satisfy any
debt claims there.
-- S&P assumes that Hornblower would reorganize as a going concern
in the event of a default. S&P's simulated default scenario
contemplates a default occurring in 2021 due to an inability to
recover cash flow because of continued negative effects from the
coronavirus pandemic along with prolonged economic weakness that
materially weakens the demand for tourism.
-- S&P assumes Hornblower's revolvers are 100% drawn at default.
Simplified waterfall
-- Emergence EBITDA: $76 million
-- EBITDA multiple: 6x
-- Gross recovery value: $455 million
-- Net recovery value after administrative expenses (5%): $433
million
-- Obligor/nonobligor valuation split: 83%/17%
-- Value available for senior secured claims: $360 million
-- Estimated senior secured claims: $800 million
--Recovery expectations: 30%-50% (rounded estimate: 45%)
Note: All debt amounts include six months of prepetition interest.
HUNT COMMUNICATIONS: Unsecureds Will be Paid in Full in 36 Months
-----------------------------------------------------------------
Hunt Communications, LLC, submitted a Plan and a Disclosure
Statement.
Secured claims are impaired:
* Ally Bank is a holder of a secured claim in the amount of
$12,800.84. This claim is secured by a 2015 Dodge Ram 3500. Debtor
will pay this claim in full plus 5.25% interest in monthly
installments and the claim will be paid in full in 24 equal monthly
payments. The payments will be approximately $575.00 per month with
the first monthly payment being due and payable on the 15th day of
the first full calendar month following 60 days after the effective
date of the plan.
* GM Financial (AmeriCredit Financial Services) is a holder of a
secured claim in the amount of $42,647.35. This claim is secured by
a 2018 GMC K2500. Debtor will pay these claims in full plus 5.25%
interest in monthly installments and the claim will be paid in full
in 24 equal monthly payments. The payments will be approximately
$1,900.00 per month with the first monthly payment being due and
payable on the 15th day of the first full calendar month following
60 days after the effective date of the plan.
* Caterpillar Financial Services Corp. is a holder of a secured
claim in the amount of $42,669.00. This claim is secured by a
Caterpillar 259D Compact Track Loader, and a Caterpillar 420F
Backhoe Loader. Debtor will pay this claim in full plus 5.25%
interest in monthly installments and the claim will be paid in full
in 24 equal monthly payments. The payments will be approximately
$1,900.00 per month with the first monthly payment being due and
payable on the 15th day of the first full calendar month following
60 days after the effective date of the plan.
* Enverto Leasing Co. is a holder of a secured claim in the
amount of $27,230.56. This claim is secured by a 2012 Vermeer
Navigator D24X40 Series II. Debtor will pay this claim in full plus
5.25% interest in monthly installments and the claim will be paid
in full in 24 equal monthly payments. The payments will be
approximately $1,200.00 per month with the first monthly payment
being due and payable on the 15th day of the first full calendar
month following 60 days after the effective date of the plan.
General Unsecured Claims are impaired. The allowed general
unsecured creditors will be paid in full within 36 months of the
effective date of the plan. The payments will be payable 15th day
of the first calendar month after Class 1, 2, and 3 claims are paid
in full.
Insider Claims will not be paid any pre-petition claims during the
term of the Plan and their claims will be discharged upon
confirmation of the Plan.
Monique Hunt, the sole member of the Debtor, will retain her
interest in the Reorganized Debtor but will not receive dividends
during the term of the plan of reorganization.
Payments and distributions under the Plan will be funded by through
future income from the operations of the company.
A full-text copy of the Disclosure Statement dated August 24, 2020,
is available at https://tinyurl.com/yyr373w7 from PacerMonitor.com
at no charge.
About Hunt Communications
Hunt Communications, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-35732) on Oct. 10,
2019. At the time of the filing, the Debtor disclosed assets of
between $500,001 and $1 million and liabilities of the same range.
The case is assigned to Judge Christopher M. Lopez. The Debtor is
represented by Russell Van Beustring, Esq., at The Lane Law Firm,
PLLC.
I-LOGIC TECHNOLOGIES: Moody's Upgrades CFR to B2, Outlook Stable
----------------------------------------------------------------
Moody's Investors Service upgraded I-Logic Technologies Bidco
Limited's ratings, including its Corporate Family Rating to B2 from
B3 and changed outlook to stable from positive. Concurrently,
Moody's assigned a B2 rating to each of the proposed $20 million
first lien revolver and USD-equivalent $1,850 million first lien
term loans (which will be denominated in both USD and Euro
tranches). The proceeds of the new credit facility now being
marketed will be used principally to refinance the combined
entity's capital structure in relation to I-Logic's combination
with Acuris International Limited. Acuris Finance US, Inc. and
Acuris Finance S.à r.l. will be the co-borrowers under the
proposed credit facility.
The upgrade of the Corporate Family Rating to B2 reflects I-Logic's
significant progress in reducing financial leverage that along with
its improving cash flow and profitability have strengthened the
company's credit profile. Buoyed by the meaningful progress in cost
savings initiatives and organic revenue growth, I-Logic reduced its
financial leverage to approximately 4.4x as of LTM 9/2020 from 8.3x
at the end of 2017 (both metrics are Moody's adjusted), providing
sufficient financial flexibility on its balance sheet to absorb the
Acuris acquisition.
The Acuris and I-Logic businesses are largely complementary as
Acuris' focuses on delivering content and insights to a broad
customer base including advisors, investors and corporates while
I-Logic delivers highly valuable data analytics to mostly banking
and buyside clients. Pro forma for the Acuris acquisition,
recapitalization and certain one-time items, Moody's-adjusted
Debt/EBITDA will increase, approaching 8x for FY2020. However,
Moody's expects leverage to decline to under 6x by the end of 2021
and under 5.5x by the end of 2022 (both metrics are Moody's
adjusted) as the combined entity benefits from a lower operating
cost base and continued organic revenue growth. The company expects
approximately $40 million in run-rate synergies to be cash realized
over a 6-18-month period (with most synergies to be actioned in the
next 6 months), which Moody's expects will bolster free cash flow
generation and help reduce leverage.
Moody's took the following rating actions:
Upgrades
Issuer: I-Logic Technologies Bidco Limited
Corporate Family Rating, Upgraded to B2 from B3
Probability of Default Rating, Upgraded to B2-PD from B3-PD
Assignments
Issuer: I-Logic Technologies Bidco Limited
Sr Secured Credit facility (foreign and domestic), Assigned B2
(LGD3)
Outlook Actions:
Issuer: I-Logic Technologies Bidco Limited
Outlook, Changed to Stable from Positive
The following ratings remain unchanged and will be withdrawn upon
the closing of the transaction and the repayment in full of the
existing bank credit facilities:
Issuer: I-Logic Technologies Bidco Limited
Senior secured first lien bank credit facility (foreign and
domestic) of B3 (LGD3)
RATINGS RATIONALE
I-Logic's B2 CFR reflects its high leverage, relatively small and
concentrated revenue base, but also a well-established market
position, a core of subscription-based revenue, and good
profitability. The rating also recognizes the combined company's
largely subscription-based, solidly established position with a
high degree of market penetration, particularly as a provider of
transaction/fee information and analytics to the global investment
banking industry which support EBITA margins over 50%. These credit
strengths are counterbalanced by governance risks and the high
likelihood of periodic re-leveraging given private equity
ownership. I-Logic will likely maintain an aggressive financial
strategy, as evidenced by a heavy debt burden placed on the
company's balance sheet at close. I-Logic has a strong track record
of integrating tuck-in acquisitions and achieving cost savings and
synergies. However, cost savings will likely be more difficult to
achieve in the I-Logic and Acuris combination as both companies
already delivered substantial cost savings under the ION
ownership.
The stable outlook reflects Moody's expectation that I-Logic will
de-lever to under 6x (Moody's adjusted) driven by synergy
realization with Acuris and high-single-digit top line growth over
the next 12-18 months. The stable outlook is also supported by the
highly recurring base of subscription revenues that is expected to
lead to strong free cash flow generation with Moody's adjusted
FCF/Debt in high single digits.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company sustains its
Debt/EBITDA below 5x and commits to financial policies supportive
of operating at such leverage level. Strengthening of liquidity,
supported by further improvement in free cash flow such that free
cash flow to debt approaches 10%, would also support an upgrade.
The rating could be downgraded if I-Logic's competitive position
weakens, revenue contracts and cash flow generation deteriorates,
or the company maintains aggressive financial policies such that
debt leverage is sustained above 6x and annual free cash flow/debt
contracts to below 5%.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
I-Logic Technologies Bidco Limited, with dual headquarters in New
York and London, provides transaction data and analytics to the
investment banking industry, as well as investor book building and
event workflow services. The company is privately held and
majority-owned by ION with ownership stakes also held by The
Carlyle Group and the management team. Pro-forma for the proposed
Acuris acquisition, the company generated LTM 9/2020 revenue of
approximately $455 million.
IBIO INC: Philip Russell Resigns as Director
--------------------------------------------
Philip K. Russell, M.D., a member of the Board of Directors of
iBio, Inc. and Chair of the Science and Technology Committee of the
Board notified the Board of his resignation as a director to the
Company's Board for personal health reasons, effective immediately.
Dr. Russell's resignation was not due to any disagreement with the
Board or any matter relating to its operations, policies or
practices.
In order to achieve a more equal balance of membership among the
Company's three classes of directors following Dr. Russell's
resignation, the Board determined that one of its members should be
reclassified from Class III (with a term expiring at the Company's
2020 annual meeting of stockholders) to Class II (with a term
expiring at the Company's 2022 annual meeting of stockholders).
Accordingly, on Oct. 22, 2020, Alexandra Kropotova, M.D. agreed to
resign from her position as a Class III director subject to her
immediate reappointment as a Class II director. The Board accepted
Dr. Kropotova's resignation and immediately reappointed her as a
Class II director and as a member of the S&T Committee. The
resignation and reappointment of Dr. Kropotova was effected solely
to rebalance the Board classes and for all other purposes, Dr.
Kropotova's service on the Board is deemed to have continued
uninterrupted.
Following Dr. Kropotova's reappointment as a Class II director, the
Board decreased the number of authorized directors from ten to
nine.
About iBio Inc.
iBio, Inc. -- http://www.ibioinc.com/-- is a full-service
plant-based expression biologics CDMO equipped to deliver
pre-clinical development through regulatory approval, commercial
product launch and on-going commercial phase requirements. iBio's
FastPharming expression system, iBio's proprietary approach to
plant-made pharmaceutical (PMP) production, can produce a range of
recombinant products including monoclonal antibodies, antigens
forsubunit vaccine design, lysosomal enzymes, virus-like particles
(VLP), blood factors and cytokines, scaffolds, maturogens and
materials for 3D bio-printing and bio-fabrication,
biopharmaceutical intermediates and others, as well as create and
produce proprietary derivatives of pre-existing products with
improved properties.
iBio reported a net loss attributable to the Company of $16.44
million for the year ended June 30, 2020, compared to a net loss
attributable to the company of $17.59 million. As of June 30,
2020, the Company had $94.19 million in total assets, $37.58
million in total liabilities, and $56.61 million in total equity.
INTERPACE BIOSCIENCES: Has Another Noncompliance Notice From Nasdaq
-------------------------------------------------------------------
Interpace Biosciences, Inc., received notice from The Nasdaq Stock
Market LLC on Oct. 21, 2020 indicating that the Company was not in
compliance with the minimum stockholders' equity requirement for
continued listing on The Nasdaq Capital Market, under Nasdaq
Listing Rule 5550(b)(1), because the Company's stockholders' equity
of $1,693,000 as reported in the 10-Q for the period ended June 30,
2020 was below the required minimum of $2.5 million.
The Company has been afforded 45 calendar days from Oct. 21, 2020,
or through Monday, Dec. 7, 2020, to submit to Nasdaq a plan to
regain compliance with Nasdaq Listing Rule 5550(b)(1). If Nasdaq
accepts the Company's plan, Nasdaq may grant an extension of up to
180 calendar days from Oct. 21, 2020, or through Tuesday, April 20,
2021, to regain compliance. If Nasdaq does not accept the
Company's plan, the Company will have the right to request a
hearing before an independent Nasdaq Hearings Panel. A hearing
request would stay any suspension or delisting action pending the
conclusion of the hearings process.
The Company intends to submit to Nasdaq, within the requisite time
period, a plan to regain compliance with Nasdaq Listing Rule
5550(b)(1). However, there can be no assurance that Nasdaq will
accept the Company's plan or that the Company will be able to
regain compliance with Nasdaq Listing Rule 5550(b)(1) or maintain
compliance with any other Nasdaq requirement in the future.
Also on October 21, the Company received confirmation from Nasdaq
that it has regained compliance with Nasdaq Listing Rule 5250(c)(1)
following the filing of its 10-Q for the period ended June 30,
2020, which was filed with the SEC on Oct. 19, 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.
INTERPACE BIOSCIENCES: Signs Second Amendment to SVB Loan Agreement
-------------------------------------------------------------------
Interpace Biosciences, Inc. and its direct subsidiaries entered
into a Joinder and Second Loan Modification Agreement with its
existing lender Silicon Valley Bank, which amended that certain
Loan and Security Agreement, dated as of Nov. 13, 2018, by and
among the Company (formerly known as Interpace Diagnostics Group,
Inc.), Interpace Diagnostics Corporation, Interpace Diagnostics,
LLC, and SVB, as amended by that certain First Loan Modification
Agreement, dated as of March 18, 2019, between the Borrowers and
SVB.
Joinder
Pursuant to the terms of the Second Amendment, the Company's
subsidiary, Interpace Pharma Solutions, Inc., joined the Loan
Agreement as a Borrower thereunder and granted SVB a continuing
lien upon and security interest in all of the assets of New
Borrower.
Waivers
SVB waived upon certain conditions certain existing or potential
defaults under the Loan Agreement. Under the terms of the Loan
Agreement, the Company covenants to maintain at all times an
Adjusted Quick Ratio of at least 1.15 to 1.0. SVB waived the
Company's failure to comply with such requirement for the months
ended July 31, 2020 and Aug. 31, 2020.
For one existing and one potential default in connection with the
Company's reporting requirements to SVB, SVB agreed to forebear
from exercising its rights and remedies until the earlier to occur
of (a) the occurrence of any Event of Default (as defined in the
Loan Agreement) other than the Forbearance Defaults or (b) Dec. 31,
2020. The existing Forbearance Default arose from the Company's
non-timely filing of its Quarterly Report on Form 10-Q for the
period ended June 30, 2020, and resulting failure to comply with
the requirement to provide SVB with a Company-prepared consolidated
balance sheet and income statement covering the Company's
consolidated operations within 45 days after the end of such
quarter. In the event that, on or prior to Dec. 31, 2020, the
Company provides SVB with a copy of the 10-Q as filed with the U.S.
Securities and Exchange Commission for each of the fiscal quarters
ended June 30, 2020 and Sept. 30, 2020, then each existing and
potential Forbearance Default will be deemed to be waived by SVB.
The 10-Q for the period ended June 30, 2020 was filed with the SEC
on Oct. 19, 2020.
Amendments
The Second Amendment modifies certain terms in the Loan Agreement.
The Second Amendment amends the Adjusted Quick Ratio financial
covenant to exclude compliance by the Company with such covenant
for the month of October 2020 as well as any month thereafter
ending prior to the Funding Date of the first Advance (as defined
in the Loan Agreement), if any.
The Second Amendment requires delivery of certain insurance policy
endorsements within 45 days, naming SVB as an additional insured,
sole lender's loss payee, or notice party for material alteration
or cancellation. Any failure to meet the insurance policy
endorsement delivery requirement will result in an immediate Event
of Default without any grace or cure period.
The Second Amendment also increases the maximum aggregate amount
utilized for the issuance of the Letter of Credit by SVB in favor
of Saddle Lane Realty, LLC, as the Company's landlord for its
Pittsburgh, Pennsylvania laboratory facility, from $250,000 to
$1,000,000.
With respect to any principal amount outstanding under the
Revolving Line, the Second Amendment increases the floating per
annum rate of interest to the greater of (A) one percent (1.0%)
above the Prime Rate (as defined in the Loan Agreement) and (B)
four and one-quarter of one percent (4.25%). Prior to the Second
Amendment, such interest accrued at a rate equal to one-half of one
percent (0.50%) above the Prime Rate. Such interest continues to
be payable monthly in arrears.
The Company continues to be required under the terms of the Second
Amendment to provide certain financials and periodic reporting.
The Second Amendment lengthens the time for delivery to SVB of
documents filed by the Company with the SEC (except for the
Company's Annual Report on Form 10-K or the 10-Q's, which are
subject to distinct requirements) from five days to ten days from
the date of such filing.
The Second Amendment also requires that proceeds from Governmental
Account Debtors (as defined in the Second Amendment) making
payments under Medicare or Medicaid are segregated from all other
funds and proceeds from other Account Debtors, and that all such
Governmental Account Debtors are instructed by the Company to
deliver or transmit all such proceeds into a new Governmental
Collateral Account. Although SVB will not have control over the new
Governmental Collateral Account, the Company instructed SVB to
sweep, on a daily basis, all amounts deposited in the Governmental
Collateral Account to the Cash Collateral Account as and when funds
clear and become available. The Company may revoke such
instructions at its election.
The Company, its subsidiaries, and any Guarantor are required to
maintain excess cash and conduct certain banking including all
business credit card banking with SVB and its affiliates.
General
The Loan Agreement provides for up to $4.0 million of debt
financing consisting of a term loan of up to $850,000 and a
revolving line of credit based on the Company's outstanding
accounts receivable of up to $3.75 million. The Company's ability
to use the term loan portion of the Loan Agreement expired in 2019.
The Revolving Line has a maturity date of Nov. 13, 2021. During
September 2020, the Company paid down the outstanding Revolving
Line balance in full.
The Company currently does not have the ability to drawn down on
the Revolving Line. The Second Amendment provides that any future
Credit Extension (as defined in the Loan Agreement) by SVB to the
Company will be made in SVB's sole and absolute discretion. The
Company agreed to reimburse SVB for all out-of-pocket reasonable
and documented legal fees and expenses incurred in connection with
the Second Amendment.
Upon the occurrence and during the continuance of an Event of
Default, Obligations (as defined in the Loan Agreement) and certain
fees and expenses shall bear interest at a rate per annum which is
two percent (2.0%) above the rate that is otherwise applicable
thereto. Upon certain Events of Default, all Obligations are
immediately due and payable without any action by SVB. In other
cases, SVB may, among other things, declare all Obligations
immediately due and payable without notice or demand, demand that
the Company deposit cash in excess of the aggregate face amount of
all Letters of Credit (as defined in the Loan Agreement), or demand
payment of and performance under, and collect any Accounts and
General Intangibles (in each case as defined in the Loan
Agreement). The Company indemnifies and releases SVB and certain
persons representing SVB from claims in connection with the Loan
Agreement and related documentation thereunder and waives certain
defenses and rights against SVB.
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.
JSAA REALTY: Seeks to Hire Eric A. Liepins as Legal Counsel
-----------------------------------------------------------
JSAA Realty, LLC seeks authority from the U.S. Bankruptcy Court for
the Northern District of Texas to hire Eric A. Liepins, P.C. to
handle its Chapter 11 case.
The firm will be paid at hourly rates as follows:
Attorneys $275
Paralegals $30 to $50
The firm received from the Debtor a retainer in the amount of
$5,000, plus $1,717 filing fee. It will also be reimbursed for
out-of-pocket expenses incurred.
Eric Liepins, Esq., disclosed in court filings that his firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Eric Liepins, Esq.
Eric A. Liepins, P.C.
12770 Coit Road, Suite 1100
Dallas, TX 75251
Tel: (972) 991-5591
Fax: (972) 991-5788
About JSAA Realty LLC
JSAA Realty, LLC is a single asset real estate debtor (as defined
in 11 U.S.C. Section 101(51B)). It is the owner of fee simple
title to a property located at 11505 Anaheim Drive, which is valued
at $2.2 million.
JSAA Realty filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 20-32504) on
Oct. 2, 2020. Arpit Joshi, managing member, signed the petition.
At the time of the filing, the Debtor disclosed $2.2 million in
assets and $651,046 in liabilities.
Eric A. Liepins, P.C. serves as Debtor's legal counsel.
K.G. IM LLC: Dec. 11 Auction of All Assets Set
----------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York authorized the bidding procedures proposed by
K.G. IM, LLC and its debtor-affiliates in connection with the sale
of substantially all assets to BSP Agency, LLC, pursuant their
Asset Purchase Agreement, dated as of Oct. 12, 2020, subject to
overbid.
The purchase price offered by BSP for the Purchased Assets consists
of: a credit bid in an amount equal to the sum of: (i) $2.2 million
consisting of a portion of the outstanding Liabilities under the
DIP Facility as of the Closing Date; and (ii) $15.8 million
consisting of a portion of the Liabilities arising under, or
otherwise relating to, the IL Mulino Prepetition Credit Documents,
plus such additional amount as may be credit bid pursuant to the
Bidding Procedures Order in connection with the Auction and the
Credit Bid and Release whereby Buyer acknowledges the satisfaction
of the portion of the DIP Obligations and a portion of the IL
Mulino Prepetition Obligations, each as included in the Credit Bid
Purchase Price; (iii) the payment or other satisfaction of all Cure
Amounts in cash; (iv) the assumption of the Assumed Liabilities;
and (v) the payment of $100,000 to be set aside by the Sellers for
distribution to holders of allowed general unsecured claims in the
Chapter 11 Cases.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Dec. 9, 2020 at 5:00 p.m. (ET)
b. Initial Bid: The value of each Bid must (I) provide a cash
component in U.S. dollars that exceeds the aggregate sum of (a) the
amount of the Stalking Horse Bid representing the credit bid of a
portion of the Prepetition Secured Claims and a portion of the DIP
Claims (which aggregate amount is $18 million), (b) the GUC Payment
of $100,000 , (c) the Breakup Fee and the Expense Reimbursement
(which amount is $1.1 million), (d) $250,000 ("Initial Overbid
Amount"), (e) the Cure Amounts; and (f) the Investment Banker
Incremental Cash Fee equal to the product of 7.5% multiplied by the
excess of the Bid over the Threshold Amount); (II) assume the
Assumed Liabilities as provided for in the Stalking Horse APA; and
(III) provide substantially similar or better terms than the
Stalking Horse Bid.
c. Deposit: 10% of the total purchase price
d. Auction: Auction, if necessary, to be conducted on Dec. 11,
2020 at 10:00 a.m. (ET) at the offices of Alston & Bird LLP,
located at 90 Park Avenue, New York, New York 10016, or such other
location, including by virtual meeting, as will be timely
communicated to all entities entitled to attend the Auction.
e. Bid Increments: $250,000
f. Sale Hearing: Dec. 16, 2020 at 3:00 p.m. (ET)
g. Sale Objection Deadline: Dec. 14, 2020, at 5:00 p.m. (ET)
The Sale Notice and the Publication Sale Notice are approved. No
later than three business days after entry of the Order, the
Debtors will cause the Sale Notice upon all the Sale Notice
Parties.
The Assumption and Assignment Procedures are reasonable and
appropriate under the circumstances, fair to all non-Debtor
parties, comply in all respects with the Bankruptcy Code, and are
approved. As soon as reasonably practicable, but not later than
Nov. 30, 2020, the Debtors will file with the Court and on each
non-Debtor party to the Assumed Contracts the Cure Notice. Cure
Objection Deadline is Dec. 10, 2020, at 5:00 p.m. (ET). The
Adequate Assurance Objection Deadline is Dec. 14, 2020, at 5:00
p.m. (ET).
The form of Stalking Horse APA is approved. The Bid Protections
are approved in their entirety, including, without limitation, the
Breakup Fee and Expense Reimbursement payable in accordance with,
and subject to the terms of, the Stalking Horse APA.
The Stalking Horse Bidder is entitled to credit bid up to the full
amount of the Senior Secured Claims for the purchase of the
Purchased Assets as reflected in the Stalking Horse APA.
Notwithstanding the possible applicability of Bankruptcy Rules
6004(h), 6006(d), 7062, 9014, or any applicable provisions of the
Local Bankruptcy Rules or otherwise, the terms and conditions of
the Order will be immediately effective and enforceable upon its
entry, and no automatic stay of execution will apply to the order.
A copy of the Stalking Horse APA and the Bidding Procedures is
available at https://tinyurl.com/y5nyhhx9 from PacerMonitor.com
free of charge.
About K.G. IM, LLC
K.G. IM, LLC, based in New York, NY, and its affiliates sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11723) on
July 29, 2020. The Hon. Martin Glenn presides over the case.
In the petition signed by Gerald Katzoff, manager, the Debtor was
estimated to have $50 million to $100 in assets and $10 million to
$50 million in liabilities.
ALSTON & BIRD LLP, serves as bankruptcy counsel to the Debtors.
TRAXI LLC, and DAVIS & GILBERT LLP, serve as special counsel.
KIPP CHARLOTTE: Moody's Rates Series 2020A & 2020B Bonds 'Ba1'
--------------------------------------------------------------
Moody's Investors Service has assigned an initial Ba1 rating and
stable outlook to KIPP Charlotte, Inc.'s $12.1 million Educational
Facilities Revenue Bonds, Series 2020A and $1.8 million Taxable
Educational Facilities Revenue Bonds, Series 2020B, issued through
the Public Finance Authority.
RATINGS RATIONALE
The Ba1 rating reflects KIPP Charlotte's narrow operating history
with satisfactory debt service coverage and below-average, but
improving, liquidity position bolstered by a recently received
Paycheck Protection Program loan. The rating also incorporates the
district's competitive profile, which benefits from strong
integration with the community and a good relationship with the
charter authorizer, as evidenced by long-term charters.
These strengths are somewhat offset by the school's below-average
academic performance relative to neighboring schools. The rating
further incorporates adequate legal covenants and the current
financial projections that reflect improving coverage of debt
service and liquidity going forward. Leverage is manageable.
Management has a strong history of proactive financial management
and the school is in good standing with its authorizer.
Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. Moody's has incorporated its current understanding of
these risks into its credit analysis for KIPP Charlotte, including
stress scenarios that considered reductions in state aid funding as
a result of the financial impact from coronavirus at the state
level. Nevertheless, the situation surrounding coronavirus is
rapidly evolving and any longer-term impact on KIPP Charlotte will
depend on both the severity and duration of the crisis. If its view
of the credit quality of the school changes, Moody's will update
the rating and/or outlook at that time.
RATING OUTLOOK
The stable outlook reflects its expectation that the school's
financial position and operations will remain sound, supporting
continued improvement in liquidity and debt service coverage,
driven by steady enrollment demand and conservative budgetary
management.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
- Material and sustained growth in debt service coverage and
liquidity
- Significant reduction in leverage related to long-term debt
- Sustained improvement in academic outcomes
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
- Inability to maintain structural balance resulting in declines
in debt service coverage and liquidity
- Material increase in debt burden
- Further weakening of academic outcomes
- Enrollment declines
LEGAL SECURITY
The bonds are secured by a pledge of the Trust Estate under the
Indenture, which predominantly includes Loan Payments to be made by
the Borrower to the Public Finance Authority under a Loan
Agreement. The bond will be further secured by a mortgage interest
on all of the school's facilities and a pledge of certain funds
held under the indenture.
USE OF PROCEEDS
Bond proceeds will be used to acquire the Change Academy elementary
school campus, restructure outstanding debt, and provide working
capital to reimburse for the school's withdrawal from the Teachers'
and State Employees' Retirement System.
PROFILE
KIPP Charlotte is a public charter school located in the City of
Charlotte, NC (Aaa stable) authorized by the State Board of
Education. Founded in 2007, the school operates two campuses
serving grades K-8 and had enrollment of 844 students for the
2019-20 school year.
METHODOLOGY
The principal methodology used in these ratings was US Charter
Schools published in September 2016.
LA SALLE UNIVERSITY: S&P Lowers Long-Term Bond Rating to 'BB'
-------------------------------------------------------------
S&P Global Ratings lowered its long-term rating to 'BB' from 'BBB-'
on La Salle University, Pa.'s bonds, issued through the
Philadelphia Authority for Industrial Development and the
Pennsylvania Higher Educational Facilities Authority. The outlook
is negative.
"The multinotch downgrade and negative outlook reflect our view of
the university's trend of notable enrollment declines and growing
operating deficits, magnified by the broad implications of the
COVID-19 pandemic," said S&P Global Ratings credit analyst James
Gallardo.
In fall 2019, full-time-equivalent enrollment dropped by 5.4%,
compounded by another 7.2% decline for fall 2020. Based on audited
fiscal 2020 results, the university expects to post a $1.3 million
adjusted operating deficit (negative 1%) and has budgeted for a
larger deficit for fiscal 2021. Furthermore, these deficits are
occurring after higher-than-usual endowment draws and the
implementation of extensive cost-saving initiatives over the last
three years, leaving little room for continued operating
adjustments, in S&P's view.
La Salle has $125.1 million of debt outstanding at fiscal year-end
May 31, 2020.
LATAM AIRLINES: DIP Loan Nixed Over Equity Subscription Terms
-------------------------------------------------------------
Bankruptcy Judge James L. Garrity, Jr. issued a memorandum opinion
denying LATAM Airlines Group S.A.'s motions for approval of a $2.45
billion DIP Credit Agreement provided by Oaktree Capital Management
Inc., as Tranche A Lender, and Qatar Airways Investments (U.K.) Ltd
and Costa Verde Aeronautica S.A., as Tranche C Lenders.
The Debtors collectively are Latin America's leading airline group.
The impact of the COVID-19 pandemic on their business was immediate
and devastating. In a matter of weeks they suffered the loss of 95%
of their passenger business in the wake of COVID-related
restrictions on flying throughout Latin America. They commenced
their Chapter 11 cases in late May. The Debtors then filed the
motions for approval of the DIP financing.
Oaktree had no relationship with the Debtors prior to signing onto
the Tranche A Loan. Its involvement in this matter is
non-controversial. It has agreed to make a $1.3 billion senior
secured loan as part of the proposed DIP Facility. The Tranche C
Lenders -- Qatar Airways and Costa Verde -- are two of the Debtors'
largest shareholders. Together they hold approximately 21% of the
Debtors' common stock. When the holdings of their affiliates are
accounted for, they hold over 32% of the stock. The Tranche C loan
is a $900 million first loss, undercollateralized junior loan.
The official committee of unsecured creditors, the Ad Hoc Group of
bondholders, and Knighthead Capital Management LLC objected to the
Tranche C DIP Facility. In substance, they asserted that the
shareholders are getting a "sweet" deal because they are the
Debtors' largest shareholders and that the Court should deny the
motion on the grounds that the Debtors have not demonstrated the
"entire fairness" of the Tranche C "insider" loan. They said the
Tranche C loan is overpriced and is not the product of good faith,
arm's-length negotiations.
Part of their concern is that the Tranche C DIP Facility provides
the Debtors -- at their option -- with the right to compel the
Tranche C Lenders to subscribe to restricted equity in the
reorganized Debtor at a 20% discount to plan value. The Debtors
said this Modified Equity Subscription Election is a valuable asset
for them, especially if they do not have the cash to pay off the
Tranche C DIP Facility at the end of the case.
The Objectors contended that the election is really a means for the
Debtors' major shareholders to ensure that they will retain their
equity interests in the reorganized Debtors at the potential
expense of unsecured creditors. They also asserted, in any event,
that the Court should reject the DIP Credit Agreement as running
afoul of the absolute priority rule and the bar to "sub rosa"
plans.
The Debtors denied those assertions. They rejected the absolute
priority and sub rosa plan objections as irrelevant to the approval
of the DIP Facility because, according to them, plan terms are not
being dictated and the lenders do not control the plan process.
They said the Tranche C Lenders are instead agreeing to provide
shareholder consents in furtherance of an eventual plan process
later in the case, which can only serve as a benefit to the Debtors
in their reorganization.
Moreover, the Debtors argued that the DIP loan does not purport to
pay the lenders anything on account of their existing equity. In
attacking the terms of the Tranche C DIP Facility, the Debtors said
the Objectors failed to account for either the difficult current
environment in the airline industry or the extensive and thorough
efforts undertaken by the Debtors and their professionals. They
maintained that they sought a financing commitment from their
shareholders because they were best placed to provide such a
commitment in the run-up to the bankruptcy filing, and that it was
important that they commenced the Chapter 11 Cases with the ability
to provide assurances to their passengers, vendors, lessors,
lenders and others that they had the financing needed to operate
the business. They denied that the "entire fairness" standard
applies to the DIP Facility -- particularly as to the Tranche A DIP
Facility -- but argued that the DIP Facility passes muster
regardless of the standard applied. They asserted that the loan
terms and the DIP Credit Agreement were negotiated with separate
and sophisticated advisors on all sides, where the shareholder
lenders and company management separated themselves, and where the
proposed financing was reviewed and approved by independent
directors at LATAM, who were well educated about the process and
had ample opportunity to provide feedback. The Debtors maintained
that complaints about the scope of claims being released is
misplaced because the DIP Order was always intended to provide
releases to the lenders "in their capacity as such," and not the
global releases suggested in the objections.
According to Judge Garrity, the Debtors have demonstrated there is
a proper business justification for the Tranche C DIP Facility.
Without it, they will lack the funding needed to operate their
business. The Tranche C DIP Facility is not a substitute for a
reorganization plan like the DIP loans in In re Belk, 421 B.R. at
225; and In re Chevy Devco, 78 B.R. at 589. However, it contains
provisions that will give the Debtors a leg up in the plan
confirmation process. The Debtors asked the Court to approve a
transaction that will fix now, some of the terms of a plan yet to
be filed. If approved, the Tranche C DIP Facility locks into place
the 20% discount to plan value on the stock to be issued to the
Tranche C Lenders in satisfaction of the Tranche C DIP loan, if the
Debtors elect to distribute stock, in lieu of cash, in satisfaction
of that obligation. There is no way of knowing now whether that
discount is appropriate. Yet, if the DIP is approved, neither the
Debtors' decision to make that election, nor the 20% discount, will
be subject to creditor comment or Court review.
The Court assumed that the Debtors will act in good faith in
determining whether to exercise the election, but the fact remains
that the Tranche C DIP Facility necessarily determines plan terms
giving the Debtors the right to distribute equity in the
reorganized Debtors to the Tranche C Lenders -- at a 20% discount
to plan value -- that will not be subject to court review. That
"short circuits" the chapter 11 plan review process under the
Bankruptcy Code, by establishing plan terms sub rosa in the Tranche
C DIP Facility. There is a domino effect to the Debtors' exercise
of the Modified Equity Subscription Election that exacerbates that
problem. Pursuant to the Rights Offering called for under section
2.12 of the Revised Credit Agreement, all of the Debtors'
shareholders (whether or not acting as a DIP Lender) are entitled
to acquire stock in the reorganized at plan value. That violates
the absolute priority rule since the shareholders will be receiving
the stock solely by reason of their status as shareholders, and
without the benefit of market testing the transaction. This
likewise establishes plan terms sub rosa.
Moreover, the covenants under the Revised Credit Agreement mandate
that only a Company Approved Reorganization Plan may be confirmed
in these Chapter 11 cases, regardless of exclusivity, or an Event
of Default will be triggered. Those provisions, the Court said,
effectively lock up any future plan of reorganization to be only
the Debtors' plan providing for the equity conversion.
Although the Tranche C DIP Facility does not include provisions
limiting the rights of creditors to vote on a plan, it indirectly
impacts creditor rights of franchise by mandating that only a
Company Approved Reorganization Plan may be confirmed in these
Chapter 11 cases. The court found that the Modified Equity
Subscription Election subverts the reorganization process because
the discount is not market-tested, the Debtors can make this
election without the approval or oversight of the Court, and that
the election dictates key terms of an eventual plan of
reorganization by prematurely allocating reorganization value to
LATAM's existing equity holders. That aspect of the Tranche C DIP
Facility is problematic and bars approval of the Revised Credit
Agreement.
In sum, the Court found that the price and terms of the Revised
Credit Agreement, including the Tranche A DIP Facility and Tranche
C DIP Facility, are entirely fair, and there are grounds under
section 364(c) of the Bankruptcy Code to authorize the Debtors to
enter into the DIP Credit Agreement. Further, the DIP Lenders are
entitled to a good faith finding under section 364(e) of the
Bankruptcy Code. However the Court found that the Modified Equity
Subscription Election gives rise to improper sub rosa plan
treatment of the Tranche C Lenders and the Debtors' equity holders.
For that reason, the Court did not approve the Motions.
A copy of the Court's Memorandum Opinion is available at
https://bit.ly/343ksbK from Leagle.com.
About LATAM Airlines
LATAM Airlines Group S.A. -- http://www.latam.com/-- is a
pan-Latin American airline holding company involved in the
transportation of passengers and cargo and operates as one unified
business enterprise.
LATAM Airlines Group S.A. is the largest passenger airline in South
America. Before the onset of the COVID-19 pandemic, LATAM offered
passenger transport services to 145 different destinations in 26
countries, including domestic flights in Argentina, Brazil, Chile,
Colombia, Ecuador, and Peru, and international services within
Latin America as well as to Europe, the United States, the
Caribbean, Oceania, Asia, and Africa.
LATAM Airlines Group S.A. and its 28 affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 20-11254) on May 25,
2020. Affiliates in Chile, Peru, Colombia, Ecuador, and the United
States are part of the Chapter 11 filing.
The Debtors disclosed $21,087,806,000 in total assets and
$17,958,629,000 in total liabilities as of Dec. 31, 2019.
The Honorable James L. Garrity, Jr., is the case judge. The Debtors
tapped Cleary Gottlieb Steen & Hamilton LLP as general bankruptcy
counsel; FTI Consulting as restructuring advisor; and Togut, Segal
& Segal LLP, and Claro & Cia in Chile as special counsel. Prime
Clerk LLC is the claims agent.
Allan S. Brilliant, Esq. , Craig P. Druehl, Esq. , Gary J. Mennitt,
Esq. , Michael S. Doluisio, Esq. , at DECHERT LLP, represent the
Official Creditors' Committee.
Marshall S. Huebner, Esq., Lara Samet Buchwald, Esq., at DAVIS POLK
& WARDWELL LLP, represent Delta Airlines, Inc., in the case.
Susheel Kirpalani, Esq. , Victor Noskov, Esq. , at QUINN EMANUEL
URQUHART & SULLIVAN LLP, advise Knighthead Capital Management
John K. Cunningham, Esq. , Gregory M. Starner, Esq. , Joshua
Weedman, Esq. , and Richard S. Kebrdle, Esq., at WHITE & CASE LLP,
advise the Ad Hoc Group of LATAM Bondholders. Kimberly A. Havlin,
Esq. , and Thomas Lauria, Esq., at WHITE & CASE LLP, represent
Oaktree Capital Management.
Daniel P. Goldberg, Esq. , Scott Danner, Esq. , at HOLWELL SHUSTER
& GOLDBERG LLP, advise the Ad Hoc Group of LATAM Bondholders.
LEONARD P. REREK: Selling Briarcliff Manor Property for $737K
-------------------------------------------------------------
Leonard P. Rerek asks the U.S. Bankruptcy Court for the Southern
District of New York to authorize the private sale of the real
property located at 65 Oak Road, Briarcliff Manor, New York to
Colleen Walsh and Jonathan Dubroff for $737,000.
The Debtor's sole asset is the Property which he co-owned with his
wife Jo-Ann Rerek. In order to satisfy his debts in full, the
Debtor is asking to sell the Property. The Property has been
actively marketed for sale. The proposed sale was the best offer
for an amount that the Debtor believes to be at the high end of
possible sales.
On Sept. 9, 2020, the Debtor and the Purchaser executed a contract
for the sale of the Property. Pursuant to the Contract of Sale,
Purchaser will acquire, and the Debtor will convey to the Purchaser
all of the right, title and interest that he possesses as of the
closing in and to Property, free and clear of all liens and
liabilities, with such liens and liabilities to attach to the
proceeds of the sale of the Property.
Except as expressly permitted or otherwise specifically provided
for in the Contract of Sale, all persons and entities asserting
liabilities of any kind against the Debtor or the Property prior to
the Closing Date (as defined in the Contract of Sale), will be
forever barred from asserting such liabilities against the
Purchaser, their successors or assigns, their property, or the
Property.
In consideration of the sale of the Property covered by the
Contract of Sale, the Purchaser will pay the Purchase Price of
$737,000. The Purchaser has paid a deposit of $73,700, which is
currently held in the escrow account of the Debtor's counse. The
balance, subject to any closing adjustments, will be paid by the
Purchaser via certified funds at closing.
The Debtor asks that the Property be sold through a private sale.
He believes that conducting the sale through a private sale is in
the best interest of the estate rather than conducting the sale
through an auction. Interest on secured debts is running and a
quick sale will maximize the value of the estate. The tentative
closing date is Oct. 22, 2020; provided appropriate approval of the
Court is granted.
The Debtor proposes to distribute the proceeds of the sale, in the
total amount of $737,000 as follows:
A. First to: (i) the Real Estate Agent's 5% commission, (ii)
reasonable and customary professional fees of the counsel of
$10,000 plus reasonable expenses for the legal services directly
rendered in furtherance of the sale to be held in escrow by counsel
subject to final Court approval, (iii) the U.S. Trustee’s fee in
the amount of $4,875 which covers the amount payable due to the
sale, and (iv) such other customary and reasonable fees associated
with the transfer and closing of the sale of the Property, as well
as reasonable adjustments in the sales price for pro-rations,
inspections, or other similar items necessary to accommodate a
closing.
B. Then, next to: (i) JPMorgan Chase Bank N.A, the Secured
Lender and holder of the first mortgage on the property in an
amount of approximately $577,455 based on a recent payoff letter
that was valid through Aug. 31, 2020, (ii) Eastern Savings Bank,
FSB the Secured Lender and holder of the second mortgage on the
property in the amounts remaining toward the second mortgage in the
amount of approximately $252,777, (iii) the balance, if any, to
other non-contested liens in the order of priority, including Tax
Liens that encumber the property, and (iv) then finally, any
remaining balance to the Debtor to be deposited in its DIP account
for the benefit of his bankruptcy estate.
Finally, the Debtor asks waiver of the stay of order authorizing
use, sale or lease of property, in accordance with the Federal
Rules of Bankruptcy Section 6004(h).
A hearing on the Motion is set for Oct. 21, 2020 at 10:00 a.m.
Objections, if any, must be filed seven days prior to the hearing
date.
A copy of the Contract is available at https://tinyurl.com/y8jgytgf
from PacerMonitor.com free of charge.
Counsel for the Debtor:
H. Bruce Bronson, Esq.
BRONSON LAW OFFICES, P.C.
480 Mamaroneck Ave.
Harrison, NY 10528
Telephone: (914) 269-2530
Facsimile: (888) 908-6906
E-mail: hbbronson@bronsonlaw.net
Leonard P. Rerek sought Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 19-22182 (RDD)) on Feb. 1, 2019.
LEV INVESTMENTS: Anserian Buying Sherman Oaks Property for $2.95M
-----------------------------------------------------------------
Lev Investments, LLC, asks the U.S. Bankruptcy Court for the
Central District of California to authorize the bidding procedures
in connection with the sale of the residential real property
located at 13854 Albers Street, Sherman Oaks, California, APN
2247-013-001, to Hagop Anserian for $2.95 million, free and clear
of all liens, claims, encumbrances and interests, subject to
overbid.
In December 2018, the Debtor and Ruvin Feygenberg and Michael
Leizerovitz or his assignee, Sensible Consulting and Management,
Inc., entered into an agreement to purchase debt secured by the
Property, and then to proceed to foreclose on, and ultimately
obtain ownership of, the Property. The Debt Purchase Agreement
contemplated that the Debtor would contribute the sum of $1,022,500
and that the Lenders would contribute the sum of $1,257,675 (of
which approximately $230,000 would be immediately refunded to the
Lenders), such that the amounts contributed by the Debtor and the
Lenders to purchase the debt secured by the Property would be
equal. The Debtor Purchase Agreement also provided that, upon the
foreclosure of the Property, title to the Property would be vested
solely in the Debtor's name, and the Lenders would hold a first
priority security interest and lien against the Property in the sum
of $1,257,675.
Notwithstanding the express terms of the Debt Purchase Agreement,
which required that title to the Property be vested solely in the
Debtor's name following foreclosure, the attorney handling the
transaction for the Debtor and the Lenders (Gina Lisitsa) recorded
a Trust Deed in the joint names of the Debtor and the Lenders on
Feb. 1, 2019. In an attempt to correct the error, Ms. Lisitsa then
had the Lenders quitclaim their interest in the Property to the
Debtor.
On Dec. 13, 2019, an entity called FR, LLC filed a complaint
against the Debtor and others in Superior Court of the State of
California for the County of Los Angeles, alleging conversion,
negligent bailment, unjust enrichment, and quiet title, thereby
commencing the case titled FR LLC v. Lev Investments, LLC, et. Al,
Case Number 19STCV45132. Pursuant to the FR Action, FR LLC alleged
that the Debtor had obtained a loan in the sum of $119,000 from FR
LLC's assignor, which loan was secured by a lien against the
Property. However, the Debtor has never obtained a loan from FR
LLC or its assignor, does not know who FR LLC or its assignor
(whose identity FR LLC has refused to disclose to date) is, and
strongly disputes all of the allegations made by FR LLC in the FR
Action.
On Dec. 31, 2019, FR LLC recorded a notice of pendency of the FR
Action against the Debtor's Property, as Instrument Number
20191465878. The Debtor contends that the recordation of the FR
Lis Pendens was unwarranted and improper.
Concurrently with the commencement of its bankruptcy case, the
Debtor received an offer to purchase the Property. It contacted
counsel for FR LLC and obtained a stipulation to sell the Property
free and clear of the FR Lis Pendens, with the FR Lis Pendens to
attach to the proceeds of the sale with the same validity, extent
and priority as FR LLC was entitled to immediately prior to the
sale.
On June 5, 2020, the Debtor filed a notice to remove the FR Action
in its entirety to the Court, thereby commencing the adversary
proceeding titled FR LLC v. Lev Investments, LLC, et al., Adversary
Proceeding Number 1:20-ap-01060-VK. If necessary, the Debtor will
file a motion in the FR Adversary Action to expunge the FR Lis
Pendens and will seek payment of its legal fees and costs in
connection
therewith.
As of the Petition Date, the Debtor was also involved in litigation
with the Lenders. On Sept. 27, 2019, the Debtor filed its first
amended verified complaint against the Lender in the Superior
Court, alleging breach of implied covenant against encumbrances,
usury, and quiet title, and seeking declaratory relief, thereby
commencing the case titled Lev Investments, LLC v. Feygenberg, et
al., Case Number 19VECV00878.
On March 20, 2020, Feygenberg and the other defendants named in the
Lenders Action filed a cross-complaint against the Debtor and
others, alleging, among other causes of action, breach of contract,
breach of fiduciary duty, indemnity, quiet title, and seeking
declaratory and injunctive relief. The Lenders Action (but not the
cross-complaint) has been removed to the Bankruptcy Court and is
currently pending as an adversary proceeding.
While the Lenders Action was pending in Superior Court, the Lenders
recorded a notice of default against the Property and then a notice
of trustee's sale, pursuant which the Lenders scheduled a
foreclosure sale for the Property on June 2, 2020. In order to
prevent the foreclosure of the Property (the Debtor's primary
asset) and preserve the equity in the Property for the benefit of
all creditors (not just the Lenders), and to obtain resolution of
the various litigation matters in which it is involved in an
orderly and coordinated manner, the Debtor commenced the Chapter 11
bankruptcy case.
On Sept. 17, 2020, the Court entered an order approving the
Debtor's employment of Central Realty Advisors and Fair Realty Inc.
as the Debtor's exclusive co-listing real estate brokers with
respect to the marketing and potential sale of the Property. With
the assistance of the Brokers, the Property was listed on the
Multiple Listing Service on July 1, 2020. After countering the
three written offers received for the Property, and investigating
and negotiating such offers, the Debtor has elected to proceed,
subject to the approval of the Court, with the offer received from
the Buyer.
The terms and conditions of the proposed sale of the Property to
the Purchaser are set forth in the California Residential Purchase
Agreement And Joint Escrow Instructions and the Seller Multiple
Counter Offer No. 1, Addendum No. 1 and Addendum No. 2 to the
Purchase Offer. As reflected in the Purchase Agreement, the
Property is proposed to be sold to the Purchaser on an "as is,
where is" basis with no representation or warranty as to the
condition of the Property, for the purchase price of $2.95 million.
The Purchaser has agreed that his offer to purchase the Property
will be subject to overbid and the approval of the Court.
As noted in the Purchase Agreement, the Purchaser was provided with
the option to request from the Debtor carryback financing of up to
$1 million of the Purchase Price, which financing would be provided
by the Debtor at an interest rate of 8% per annum with a maturity
date no longer than one year after the closing date for the sale of
the Property. In the event that the Purchaser opted to obtain
Carryback Financing from the Debtor, the Purchaser would be
required to pay all loan fees, and the Debtor would hold a first
priority security interest and lien against the Property in the sum
of the Carryback Financing. The Purchaser has confirmed that he is
not exercising the option to request Carryback Financing from the
Debtor.
The Purchaser has already provided a good faith deposit in the sum
of $88,500, which is equal to 3% of the Purchase Price, which
deposit is being maintained in an escrow account held by Glen Oaks
Escrow.
Based on the foregoing, the Debtor is asking Court approval to sell
the Property to the Purchaser for the Purchase Price, free and
clear of all liens, claims, interests and encumbrances, and in
accordance with the terms and conditions set forth in the Purchase
Agreement, subject to overbid.
To induce the Purchaser to act as the "stalking horse" buyer for
the Property, the Debtor has proposed that certain overbid
procedures be implemented in connection with the sale of the
Property.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Oct. 19, 2020 at 4:00 p.m. (PT)
b. Initial Bid: $3 million
c. Deposit: 3% of the purchase price proposed
d. Auction: If one or more qualified Overbids are received in
accordance with the Overbid Procedures, an auction of the Property
will be conducted at the date and time of the hearing on the
Motion.
e. Bid Increments: To be determined by the Debtor and LNBYB at
the Auction
f. Closing: 15 days after the date of entry of Sale Order
Based upon a search on the website for the County of Los Angeles
Treasurer-Tax Collector, the Debtor is current on the payment of
secured property taxes for the Property (until Dec. 10, 2020), and
there appears to be no outstanding secured property taxes owed for
the Property.
Based upon a preliminary title report obtained for the Property as
of Sept. 3, 2020, the following are the only liens, claims,
encumbrances and interests asserted against the Property: (i) Ruvin
Feygenberg and Sensible Consulting and Management, Inc. (Deed of
Trust recorded March 22, 2019 (Instrument No. 20190258568)) -
$1,586,286 (disputed); and (ii) FR LLC (Notice of pendency of
action (lis pendens) recorded Dec. 31, 2019 (Instrument No.
20191465878)) - $195,621 (amount alleged in action) (disputed).
Notwithstanding the foregoing, the Debtor is aware that another
lien against the Property has been asserted by an entity known as
Ming Zhu, LLC in the amount of $286,292. Ming Zhu has consented to
the sale of the Property pursuant to the terms and conditions set
forth in a stipulation entered into by Ming Zhu and the Debtor.
Finally, the Debtor is advised that an entity by the name of SBK
Holdings USA, Inc. commenced an action against the prior owner of
the Property (prior to the Debtors foreclosure and acquisition of
the Property) and recorded a lis pendens on March 27, 2018 based on
litigation seeking an unspecified amount. However, the foregoing
is not included in the PTR likely because the Debtor's lien on the
Property, which was foreclosed upon, thereby providing the Debtor
with title thereto, pre-dated such filing, and because the Debtor's
foreclosure of the Property in early 2019 extinguished such junior
interest. Nevertheless, the counsel for the Debtor contacted
counsel for SBK to advise SBK of the bankruptcy case.
On the Petition Date, the Debtor had sufficient unencumbered funds
to pay for the maintenance and repair of the Property. Due to an
apparent misunderstanding, the Debtor did not understand that such
estate funds could be used for the maintenance and repair of the
Property and, as a result, its affiliate, LDI Ventures, LLC, paid
for certain critical repair, maintenance and marketing/sale
expenses for the Property totaling $21,517. Pursuant to the
Motion, the Debtor asks to reimburse LDI for such Property
Expenses, through escrow at the closing of the sale of the
Property. Although the Debtor believes that it may reimburse LDI
from cash on hand (which are unrelated to sale proceeds), in an
abundance of caution and to provide full disclosure, it is
requesting authority to reimburse LDI for the Property Expenses
from the proceeds of the sale of the Property, through escrow, at
closing.
A hearing on the Motion is set for Oct. 22, 2020 at 2:30 p.m.
A copy of the Agreement and the Bidding Procedures is available at
https://tinyurl.com/y3ex4w9a from PacerMonitor.com free of charge.
About Lev Investments
Lev Investments, LLC owns a single-family residential property
located at 13854 Albers St., Sherman Oaks, Calif. The property is
worth $3.3 million.
Lev Investments filed a Chapter 11 petition (Bankr. C.D. Cal. Case
No. 20-11006) on June 1, 2020. In its petition, Debtor disclosed
$5,919,550 in assets and $4,144,535 in liabilities. The petition
was signed by Dmitri Lioudkovski, manager.
Judge Victoria S. Kaufman oversees the case.
The Debtor has tapped Levene Neale Bender Yoo & Brill L.L.P. as its
bankruptcy counsel.
MALLINCKRODT PLC: Kramer, et al. Represent Litigation Claimants
---------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firms of Kramer Levin Naftalis & Frankel LLP, Brown Rudnick
LLP, Gilbert LLP and Morris James LLP submitted a verified
statement to disclose that they are representing the Governmental
Plaintiff Ad Hoc Committee in the Chapter 11 cases of Mallinckrodt
PLC, et al.
As of Oct. 23, 2020, the Ad Hoc Committee Members of and their
disclosable economic interests are:
The State of Florida
Attn: Ashley Moody, Attorney General
PL-01 The Capitol
Tallahassee, FL 32399
* Unliquidated Claims
The Commonwealth of Kentucky
Attn: Daniel Cameron, Attorney General
1024 Capital Center Drive, Suite 200
Frankfort, KY 40601
* Unliquidated Claims
The State of New York
Attn: Letitia James, Attorney General
28 Liberty Street
New York, NY 10005
* Unliquidated Claims
The State of North Carolina
Attn: Joshua H. Stein, Attorney General
114 West Edenton Street
Raleigh, NC 27603
* Unliquidated Claims
The Commonwealth of Pennsylvania
Attn: Josh Shapiro, Attorney General
16th Floor, Strawberry Square
Harrisburg, PA 17120
* Unliquidated Claims
The State of Tennessee
Attn: Herbert H. Slatery III, Attorney General
John Sevier State Office Building
500 Charlotte Avenue
Nashville, TN 37219
* Unliquidated Claims
The State of Texas
Attn: Ken Paxton, Attorney General
209 West 14th Street
Austin, TX 78701
* Unliquidated Claims
The State of Wisconsin
Attn: John L. Kaul, Attorney General
17 W. Main St.
Madison, WI 57303
* Unliquidated Claims
Attn: Paul J. Hanly, Jr.
SIMMONS HANLY CONROY LLC
112 Madison Avenue
New York, NY 10016
Attn: Joseph F. Rice
MOTLEY RICE LLC 28 Bridgeside Blvd.
Mt. Pleasant, SC 29464
Attn: Paul T. Farrell Jr.
FARRELL LAW 422 Ninth St, 3rd Floor
Huntington, WV 25701
* See Plaintiffs' Renewed Motion to Approve Co- Leads, Co-Liaison,
and Executive Committee, In re: National Prescription Opiate
Litigation, Case No. 17-md-02804, MDL No. 2804, Jan. 4, 2018;
see also Margin Order Granting Dkt. No.
Nothing contained in this Verified Statement is intended to, nor
should be construed to, constitute: (a) a waiver or release of any
claims filed or to be filed against, or interests in, the Debtors
held by any Ad Hoc Committee Member or any other entity, (b) a
waiver of the sovereignty of any state that may be a member of the
Governmental Plaintiff Ad Hoc Committee, or (c) an admission with
respect to any fact or legal theory. Nothing herein should be
construed as a limitation upon, or waiver of, any rights of any Ad
Hoc Committee Member to assert, file and/or amend any proof of
claim in accordance with applicable law and any Orders entered in
these Bankruptcy Cases.
Other than as discussed herein, the Ad Hoc Committee Members and
the Governmental Plaintiff Ad Hoc Committee do not purport to act,
represent, or speak on behalf of any other entities in connection
with the Bankruptcy Cases.
The undersigned declares under penalty of perjury that this
Verified Statement is true and accurate to the best of his
knowledge, information and belief.
Ad Hoc Committee Counsel reserve the right to amend or supplement
this Verified Statement as necessary, in accordance with Bankruptcy
Rule 2019.
Counsel for the Governmental Plaintiff Ad Hoc Committee can be
reached at:
Kenneth H. Eckstein, Esq.
Daniel M. Eggermann, Esq.
Megan M. Wasson, Esq.
Kramer Levin
1177 Avenue of the Americas
New York, NY 10036
Tel: (212) 715-9100
E-mail: keckstein@kramerlevin.com
deggermann@kramerlevin.com
mwasson@kramerlevin.com
Jeffrey R. Waxman, Esq.
Eric J. Monzo, Esq.
Brya M. Keilson, Esq.
Morris James LLP
500 Delaware Avenue, Suite 1500
Wilmington, DE 19801
Tel: (302) 888-6800
E-mail: Jwaxman@morrisjames.com
Emonzo@morrisjames.com
Bkeilson@morrisjames.com
Scott D. Gilbert, Esq.
Kami E. Quinn, Esq.
Emily P. Grim Esq.
Gilbert LLP
700 Pennsylvania Ave., SE
Suite 400
Washington, DC 20003
Tel: (202) 772-2200
E-mail: gilberts@gilbertlegal.com
quinnk@gilbertlegal.com
grime@gilbertlegal.com
David J. Molton, Esq.
Gerard T. Cicero, Esq.
Brown Rudnick LLP
7 Times Square
New York, NY 10036
Tel: (212) 209-4800
E-mail: dmolton@brownrudnick.com
gcicero@brownrudnick.com
Steven D. Pohl, Esq.
Brown Rudnick LLP
One Financial Center
Boston, MA 02111
Tel: (617) 856-8594
E-mail: spohl@brownrudnick.com
Eric R. Goodman, Esq.
Brown Rudnick LLP
601 Thirteenth Street NW, Suite 600
Washington, DC 20005
Tel: (202) 536-1740
E-mail: egoodman@brownrudnick.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3dQplYQ and https://bit.ly/37BCPGI
About Mallinckdrodt
Mallinckrodt -- http://www.mallinckrodt.com/-- is a global
business consisting of multiple wholly owned subsidiaries that
develop, manufacture, market and distribute specialty
pharmaceutical products and therapies. The company's Specialty
Brands reportable segment's areas of focus include autoimmune and
rare diseases in specialty areas like neurology, rheumatology,
nephrology, pulmonology and ophthalmology; immunotherapy and
neonatal respiratory critical care therapies; analgesics and
gastrointestinal products. Its Specialty Generics reportable
segment includes specialty generic drugs and active pharmaceutical
ingredients.
As of March 27, 2020, the Company had $10.17 billion in total
assets, $8.27 billion in total liabilities, and $1.89 billion in
total shareholders' equity.
On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates
sought Chapter 11 protection in Delaware in the U.S. (Bankr. D.
Del. Lead Case No. 20-12522) to seek approval of a restructuring
that would reduce total debt by $1.3 billion and resolve
opioid-related claims against the Company.
Mallinckrodt plc disclosed $9,584,626,122 in assets and
$8,647,811,427 in liabilities as of Sept. 25, 2020.
Latham & Watkins LLP, Ropes & Gray LLP and Wachtell, Lipton, Rosen
& Katz are serving as counsel to the Company, Guggenheim
Securities, LLC is serving as investment banker and AlixPartners
LLP is serving as restructuring advisor to Mallinckrodt. Hogan
Lovells is serving as counsel with respect to the Acthar Gel
matter. Prime Clerk LLC is the claims agent.
MARZILLI MACHINE: Gets Approval to Hire Madoff & Khoury as Counsel
------------------------------------------------------------------
Marzilli Machine Co. received approval from the U.S. Bankruptcy
Court for the District of Massachusetts to hire Madoff & Khoury LLP
as its legal counsel.
The firm will advise the Debtor of its powers and duties under the
Bankruptcy Code and will provide other legal services in connection
with its Chapter 11 case.
The firm's hourly rates are as follows:
Partner $395
Of Counsel $375
Associate $295
Paralegals $150
Madoff & Khoury received a retainer in the amount of $11,717, of
which $5,000 was drawn for pre-bankruptcy services and $1,717 for
the Chapter 11 filing fee, leaving a retainer balance of $5,000.
David Madoff, Esq., at Madoff & Khoury, disclosed in court filings
that he and other members of the firm are "disinterested" within
the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
David B. Madoff, Esq.
Steffani M. Pelton, Esq.
Madoff & Khoury LLP
124 Washington Street
Foxboro, MA 02035
508-543-0040
Email: madoff@mandkllp.com
About Marzilli Machine Co.
Marzilli Machine Co. is a manufacturer of military, aerospace,
medical and firearms components. Visit https://marzmachine.com for
more information.
Marzilli Machine filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case no.
20-12007) on Oct. 2, 2020. Marzilli Machine President Lee Anne
Marzilli signed the petition. At the time of the filing, the Debtor
disclosed $1,155,586 in assets and $1,763,992 in liabilities.
Judge Christopher J. Panos oversees the case.
Madoff & Khoury, LLP serves as Debtor's legal counsel.
MICHAEL T. WHITE: Gets Approval to Hire Marcum LLP as Accountant
----------------------------------------------------------------
Michael T. White, Inc. received approval from the U.S. Bankruptcy
Court for the Middle District of Florida to hire Marcum, LLP as its
accountant.
The firm's services include the preparation of the Debtor's 2019
income tax return. The rates for such services range from $220 to
$450 per hour.
Marcum does not represent interests adverse to the Debtor and its
estate in the matter upon which it is to be engaged, according to
court filings.
The firm can be reached through:
Timothy W. Donovan, CPA
Marcum, LLP
750 3rd Avenue, 11th Floor
New York, NY 10017
Phone: 212-485-5500
About Michael T. White Inc.
Michael T. White, Inc., a Tampa, Fla.-based company that belongs to
the professional sports clubs and promoters industry, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.
Fla. Case No. 20-06526) on Aug. 28, 2020. At the time of the
filing, Debtor had estimated assets of between $100,001 and
$500,000 and liabilities of between $500,001 and $1 million.
Johnson, Pope, Bokor, Ruppel & Burns, LLP is Debtor's legal
counsel.
MIRIAM MARTIN: Tenant Jefferson Buying Bowie Property for $305K
---------------------------------------------------------------
Miriam Martin asks the U.S. Bankruptcy Court for the District of
Maryland to authorize the private sale of the real property known
as 10109 Bald Hill Road, Bowie, Maryland, Tax ID Number 13-1534445
to Linda Holland Jefferson for $305,000.
During the pendency of the Chapter 13 case, the Debtor filed an
application to retain Bobby Henry Legal Firm as counsel to
negotiate and sell the Property to the Debtor's current tenant who
resides in the property. The application sought a fixed fee equal
to 6% of the gross proceeds of sale. The Henry Approval Order
further authorized the Debtor to pay Henry Realty a fixed fee equal
to 6% of the gross proceeds of sale, provided that the motion
asking approval of any such sale would detail the terms for
disbursement of the fixed fee. Claimant Ascentium Financial filed
an objection to the application mainly disputing the 6% commission
as being excessive in light of the fact the Debtor was selling the
property to an existing tenant. The application was withdrawn.
The Debtor now files the new application seeking authority to
retain Bobby Henry Legal Firm as counsel to negotiate and sell
Property to her existing tenant. The application seeks authority
to pay Bobby Henry Legal Firm a fixed fee equal to 3% of the gross
proceeds of the sale. The Buyer will bear the cost of her own
broker fees and closing cost.
Upon information and belief, there are asserted Encumbrances with
respect to the Property and are as follows: (i) Towd Point Mortgage
Trust/SPS - $261,635, (ii) Ascentium Financial $30,000, and (iii)
Internal Revenue Service - $3,960.
Martin entered into a Residential Contract of Sale with the
Purchaser to sell the Property for an aggregate purchase price of
$305,000. During the pendency of the Chapter 13 case the Property
was appraised at $295,000. Since the filing of the Chapter 11 case
a recent appraisal was commissioned. The appraised value is
$320,000. The Buyer will pay all the tax and transfer charges.
The sale will be free and clear of all Encumbrances.
The Sale Agreement provides for payment of an earnest money deposit
in the amount of $5,000. The deposit will be held in escrow at
Ultimate Title until disbursed in accordance with the Sale
Agreement and the Sale Order. Martin intends to close on the sale
as soon as practicable after entry of the Sale Order. Although
there are secured claims with respect to the Property, the Debtor
does not anticipate credit bidding with respect to the sale.
The Debtor's real estate attorney is selling the property at a
discounted commission of 3% instead of 6%, which offsets any loss
due to the property not being sold at $320,000. Further, in order
to sell the property at $320,000, the Debtor would need to do
repairs and remove the existing tenant purchaser. She would lose
guaranteed rental income of approximately $2,000 monthly until
property is sold. The effort would result in greater overall
losses to the estate. The sale of the Property to existing tenant
will be seamless and will avoid any uncertainties as to potential
losses in the current Covid-19 market.
Martin asks authorization to pay the Fixed Fee to Bobby Henry Legal
Firm, in the amount of $9,150 from the proceeds of sale. After
payment of the Encumbrances specified, she asks that the remaining
balance of the sale proceeds be retained by her to be administered
consistent with the terms of her Chapter 11 subchapter V plan to be
filed by Sept. 29, 2020.
Finally, the Debtor asks relief from the 14-day stay imposed by
Bankruptcy Rule 6004(h) and asks that the Sale Order be immediately
enforceable.
The Sale Hearing is set for Nov. 2, 2020 at 3:00 p.m. The
Objection Deadline is Oct. 21, 2020.
A copy of the Agreement is available at
https://tinyurl.com/yacyx6lm from PacerMonitor.com free of charge.
Counsel for the Debtor:
Frank Morris II, Esq.
LAW OFFICE OF FRANK MORRIS II
8201 Corporate Drive, Suite 260
Landover, MD 20785
Telephone: (301) 731-1000
Facsimile: (301) 731-1206
E-mail: frankmorrislaw@yahoo.com
On Sept. 12, 2019, Miriam Martin filed a voluntary petition for
relief under Chapter 13 of the Bankruptcy Code with the Court. The
case was converted to a Chapter 11 Sub Chapter V case (Bankr. D.
Md. Case No. 19-22225-LSS) on April 28, 2020. On May 1, 2020, the
Court appointed Angela L. Shortall as Subchapter V trustee.
MOUNT MORRIS: Unsecureds Will be Paid in Full
---------------------------------------------
Mount Morris Mobile Home Park, LLC, submitted a Modified Combined
Plan and Disclosure Statement.
The Debtor's estate is comprised of the following assets: (i) the
Real Property, that includes 371 pads for the manufactured homes,
(ii) manufactured homes owned by the Debtor and affixed to the Real
Property (the "Manufactured Homes") and (iii) personal property,
consisting of, among other things, cash, accounts receivable and
other tangible personal property located at the Mobile Home Park
(collectively, the "Collateral").
Class I Holders of Secured Claims are to be paid in full. This
include Raze Estate's Claim.
Class II General Unsecured Claims will be paid in full within six
months of confirmation. The Debtor intends to pay its obligations
to Consumer's Power and, if his claim isn't waived, to Peter Doerr
in full.
The Debtor shall generate the funds necessary for the execution of
this Plan through the earnings of the Reorganized Debtor.
A full-text copy of the Modified Combined Plan and Disclosure
Statement dated August 24, 2020, is available at
https://tinyurl.com/y5n7h84g from PacerMonitor.com at no charge.
Attorney for the Debtor:
Peter T. Mooney, Esq.
Simen, Figura & Parker, PLC.
5206 Gateway Centre, Ste 200
Flint, MI 48507
Tel: 810-235-9000
E-mail: pmooney@sfplaw.com
About Mount Morris Mobile Home Park
Mount Morris Mobile Home Park, LLC, a company that operates a
mobile home park in Genesee Township, Mich., filed a Chapter 11
bankruptcy petition (Bankr. E.D. Mich. Case No. 20-30939) on May 3,
2020. At the time of the filing, the Debtor had estimated assets
of less than $50,000 and liabilities of between $500,001 and $1
million.
Judge Joel D. Applebaum oversees the case.
Simen Figura & Parker, PLC is the Debtor's legal counsel.
MULTIPLAN CORP: S&P Assigns 'B+' ICR; Outlook Stable
----------------------------------------------------
S&P Global Ratings assigned its 'B+' long-term issuer credit rating
to U.S. health care cost management provider MultiPlan Corp.
(MultiPlan), the ultimate parent company of the group. The outlook
is stable.
At the same time, S&P revised its outlook on MultiPlan's
subsidiaries Polaris Intermediate Corp., MPH Acquisition Holdings
LLC, and MultiPlan Inc. to stable from negative. S&P affirmed its
'B+' long-term issuer credit ratings on these companies. The rating
agency subsequently withdrew its ratings on Polaris Intermediate
Corp. and MultiPlan Inc. at the company's request.
S&P assigned its 'B+' debt rating to MPH Acquisition's new $2.47
billion first-lien term loan due 2027. The recovery rating is '3',
indicating S&P's expectation for meaningful recovery (50%-70%;
rounded estimate: 55%) in the event of a payment default.
S&P assigned its 'B-' debt rating to MPH Acquisition's new $1.2
billion senior unsecured notes due 2028. The recovery rating is
'6', indicating S&P's expectation for negligible recovery (0%) in
the event of a payment default.
"The outlook revision is based on our view that MultiPlan's
leverage will decrease to 6.2x-6.9x in 2021 from 7.5x, as of June
30, 2020. We expect improved revenue and EBITDA, driven by higher
health care claims volumes from which MultiPlan can generate
revenue, and lower debt outstanding will drive this leverage
reduction," S&P said.
"We believe MultiPlan's revenue and adjusted EBITDA, which were
down roughly 20%-25% from pre-COVID-19 levels in the second quarter
of 2020, will improve in the second half of 2020 and during 2021.
The company has noted that health care utilization, which reached a
low during social distancing and shutdown measures in March,
returned to close to pre-COVID-19 levels by June. Large national
health insurers generally corroborated this directional view in
their public comments in September and October," S&P said.
Multiplan subsidiary MPH Acquisition will use debt proceeds from
the new $2.47 billion first-lien term loan and the $1.2 billion
senior unsecured notes, as well as cash on hand, to repay its $2.71
billion balance on its existing first-lien term loan and $1.56
billion outstanding on its senior unsecured notes. This will result
in a net debt reduction of 14% of MPH Acquisition's debt
outstanding, or 11% of MultiPlan's consolidated debt outstanding.
MultiPlan's new debt structure will be:
-- MultiPlan Corp.'s $1.3 billion 6% cash coupon / 7%
payment-in-kind (PIK) convertible notes due 2027 (S&P treats this
as debt, not rated)
-- MPH Acquisition's $450 million first-lien revolver due 2025
(undrawn at close, not rated)
-- MPH Acquisition's $2.47 billion first-lien term loan due 2027
-- MPH Acquisition's $1.2 billion senior unsecured notes due 2028
S&P views MultiPlan as a financial-sponsor-controlled company
despite it becoming a publicly traded company through its merger
with the special purpose acquisition company Churchill Capital
Corp. III (completed on Oct. 8, 2020). The financial sponsor group,
led by Hellman & Friedman, rolled over a large portion of its
equity and still owns approximately 60% of MultiPlan. S&P believes
MultiPlan's financial policy will not change materially during the
near to intermediate term (2020-2021) because the rating agency
expects leverage to remain higher than 5x.
"Our base case assumes that MultiPlan generates revenue of $900
million to $920 million and adjusted EBITDA of $685 million to $705
million in 2020. This will result in year-end leverage of 7x-7.3x,
and EBITDA interest coverage of about 2.5x. We forecast stronger
results in 2021, with revenue of $950 million to $1.05 billion, and
adjusted EBITDA of $725 million to $800 million. This will result
in year-end leverage of 6.2x-6.9x, and EBITDA interest coverage of
3x-3.5x," S&P said.
MultiPlan's key credit strengths are its well-established market
position as the largest independent preferred provider organization
(PPO) in the U.S.; very strong, consistent adjusted EBITDA margins
(typically around 75%-78%); good client retention (with 25+ year
relationships with several top clients); a large, proprietary
claims database, which represents a barrier to entry; and an able
management team, which has successfully grown and diversified the
business historically. As of June 30, 2030, MultiPlan's revenue
breakout was network-based services (30% of last-12-months
revenue); analytics-based services (59%); and payment integrity
services (11%).
MultiPlan's key near-term credit risks are COVID-19-related.
Medical utilization may not increase further or may remain below
COVID-19 levels for a sustained period. If MultiPlan's EBITDA from
the second quarter of 2020 were annualized, leverage would be as
high as 8x. Moreover, COVID-19's economic impact may cause
MultiPlan's clients to lose a significant amount of commercial
membership, which would hurt MultiPlan's revenue. Although
MultiPlan is aiming to grow its Medicare/Medicaid business (part of
its new growth strategy), the bulk of its business is still tied to
commercial membership.
MultiPlan's key general risks include steady competition from
regional PPOs and a diverse group of health care services
(including one of MultiPlan's clients); high client concentrations
(its top two clients made up 35% and 25% of revenue, respectively,
in 2019); and potential growth and integration risks (which may
increase as it enters into new/adjacent businesses per its new
growth strategy). In addition, federal "surprise billing" reform
legislation stalled in 2020 but could make more headway in 2021.
The scope of this legislation could affect 10%-11% of MultiPlan's
revenue (though its impact would depend on the specifics, timing,
and other factors).
"We believe MultiPlan's liquidity sources will exceed forecasted
uses significantly (more than 2x) over the next 12 months, even
with a 50% decline in EBITDA. However, we believe this is offset by
qualitative factors. For example, we believe that MultiPlan would
be unable to absorb high-impact, low-probability events without
refinancing," S&P said.
Principal liquidity sources include:
-- Undrawn revolver capacity of $450 million after the close of
this transaction
-- Cash on hand of more than $100 million after the close of this
transaction
-- Cash funds from operations of $325 million to $375 million
Principal liquidity uses include:
-- Required mandatory amortization of debt ($24.7 million
annually)
-- Capital expenditure of $65 million to $70 million
-- MPH Acquisition's new revolver will be subject to a springing
first-lien net leverage covenant set at a 35% cushion when revolver
borrowings and letter of credit (LC) obligations (excluding cash
collateralized LCs and undrawn LCs) exceed 35% utilization (with a
35% cushion).
The stable outlook reflects S&P's expectation for MultiPlan to
generate revenue of $900 million to $920 million and adjusted
EBITDA of $685 million to $705 million in 2020, and total revenue
of $950 million to $1,050 million and adjusted EBITDA of $725
million to $800 million in 2021. This will result in leverage of
7x-7.3x by year-end 2020 and 6.2x-6.9x by year-end 2021. S&P
expects EBITDA interest coverage of 2.5x in 2020 and 3x-3.5x in
2021. This forecast does not include any acquisitions.
"We could lower our rating in the next 12 months if MultiPlan's
EBITDA flattens or decreases in 2021, which, combined with similar
or higher debt, results in sustained leverage above 7x, or EBITDA
interest coverage below 2x," S&P said.
"Although an upgrade is unlikely in the next 12 months, we could
raise our rating beyond that timeframe if MultiPlan's financial
policies as a public company develop such that we could expect
sustained leverage below 5x," S&P said.
MURRAY ENERGY: Court Confirms 2nd Amended Plan
----------------------------------------------
Judge John E. Hoffman, Jr., entered findings of fact, conclusions
of law, and order confirming Murray Energy Holdings Co., et al.'s
Second Amended Joint Plan pursuant to Chapter 11 of the Bankruptcy
Code.
Holders of Claims or Interests in Class 4 (Superpriority Claims),
Class 5 (Term Loan Claims), Class 6 (1.5L Notes Claims), Class 7
(Stub 2L Notes Claims), Class 8 (2L Notes Claims), Class 9 (General
Unsecured Claims), and Class 14 (1974 Plan Claims) were eligible to
vote on the Plan (the "Voting Classes"). Holders of Claims or
Interests in Classes 1, 2, 3, 10, 11, 12, and 13 were either
Unimpaired or Impaired under the Plan and were not entitled to vote
to accept or reject the Plan (collectively, the "Non-Voting
Classes").
As evidenced by the Voting Report, Class 4 (Superpriority Claims),
Class 6 (1.5L Notes Claims), and Class 8 (2L Notes Claims) voted to
accept the Plan at each Debtor at which they were entitled to vote,
Class 9 (General Unsecured Claims) voted to accept the Plan at
Debtors Murray Energy Holdings Company and Utah American Energy,
Inc., and Class 14 (1974 Plan Claims) voted to accept the Plan at
each Debtor in accordance with the requirements of sections 1124,
1126, and 1129 of the Bankruptcy Code. Class 5 (Term Loan Claims)
voted to reject the Plan at each Debtor at which that Class was
entitled to vote and Class 9 (General Unsecured Claims) voted to
reject the Plan. The Debtors did not receive votes for Class 7
(Stub 2L Notes Claims), and it is deemed to consent to the Plan
pursuant to Article III.F of the Plan.
Article III of the Plan specifies the treatment of each Impaired
Class of Claims or Interests under the Plan, including Classes 4,
5, 6, 7, 8, 9, 10, 11, 12, 13, and 14. The Plan, therefore,
satisfies the requirements of Section 1123(a)(3) of the Bankruptcy
Code.
The Plan does not satisfy the requirements of section 1129(a)(8) of
the Bankruptcy Code. Classes 1, 2, and 3 constitute Unimpaired
Classes, each of which is conclusively presumed to have accepted
the Plan in accordance with section 1126(f) of the Bankruptcy Code.
Class 4 voted to accept the Plan at each Debtor at which it was
entitled to vote (all Debtors other than Murray Columbian
Resources, LLC), Classes 6 and 8 voted to accept the Plan at all
Debtors at which they were entitled to vote, Class 9 voted to
accept the Plan at Debtors Murray Energy Holdings Co. and Utah
American Energy, Inc., and Class 14 voted to accept the Plan at all
Debtors. No Holders of Claims in Class 7 submitted a vote, and
Class 7 is deemed to consent to the Plan pursuant to Article III.F
of the Plan at all Debtors at which they were entitled to vote.
Class 5 voted to reject the Plan at each Debtor at which that Class
was entitled to vote, and Class 9 voted against the Plan. Holders
of Claims or Interests in Classes 10, 11, 12, and 13 receive no
recovery pursuant to the Plan and are deemed to have rejected the
Plan. Notwithstanding the foregoing, the Plan is confirmable
because it satisfies Sections 1129(a)(10) and 1129(b) of the
Bankruptcy Code.
The Plan satisfies the requirements of Section 1129(a)(10) of the
Bankruptcy Code. As evidenced by the Voting Report, among other
Classes, Class 4 voted to accept the Plan by the requisite number
and amount of Claims at each Debtor at which it was entitled to
vote (all Debtors other than Murray Columbian Resources, LLC) and
Class 14 (1974 Plan Claims) voted to accept the Plan by the
requisite number and amount of Claims at each Debtor, determined
without including any acceptance of the Plan by any insider (as
that term is defined in Section 101(31) of the Bankruptcy Code),
specified under the Bankruptcy Code.
Judge John E. Hoffman Jr. has ordered that the Plan of Murray
Energy Holdings Co., et al., including (a) all of the modifications
to the Plan filed with the Court prior to or during the
Confirmation Hearing and (b) all documents incorporated into the
Plan through the Plan Supplement (including the final forms
thereof), is confirmed pursuant to section 1129 of the Bankruptcy
Code.
Any and all objections to the Plan that have not been withdrawn or
resolved prior to or during the Confirmation Hearing are hereby
overruled.
Second Amended Plan
Murray Energy Holdings Co., et al. submitted a Second Amended Joint
Plan.
Class 4 - Superpriority Claims are impaired. The Superpriority
Claims shall be deemed allowed in the amount of $1,753,616,131.58.
Each Holder of an Allowed Superpriority Claim shall receive, up to
the full amount of such Holder’s Allowed Superpriority Claim:
(i) its Pro Rata share (along with Class 5) of 100 percent of the
New Interests, subject to dilution for the Management Incentive
Plan;
(ii) its Pro Rata share (along with Class 5) of Cash proceeds of
any of the Debtors' assets that are not Acquired Assets and that
constitute collateral of the Superpriority Claims pursuant to the
Superpriority Loan Documents; and
(iii) its Pro Rata share (along with Class 5, Class 6, Class 7,
Class 8, and Class 9) of Wind-Down Distributable Consideration, if
any.
Class 5 - Term Loan Claims are impaired. The Term Loan Claims
shall be deemed Allowed in the amount of $51,983,914. Each Holder
of an Allowed Term Loan Claim shall receive, up to the full amount
of such Holder's Allowed Term Loan Claim:
(i) its Pro Rata share (along with Class 4) of 100 percent of
the New Interests, subject to dilution for the Management Incentive
Plan;
(ii) its Pro Rata share (along with Class 4) of Cash proceeds of
any of the Debtors' assets that are not Acquired Assets and that
constitute collateral of the Superpriority Claims pursuant to the
Superpriority Loan Documents; and
(iii) its Pro Rata share (along with Class 4, Class 6, Class 7,
Class 8, and Class 9) of Wind-Down Distributable Consideration, if
any.
Class 6 - 1.5L Notes Claims are impaired. The 1.5L Notes Claims
shall be deemed Allowed in the amount of $522,835,228.95. Each
Holder of an Allowed 1.5L Notes Claim shall receive, up to the full
amount of such Holder’s Allowed 1.5L Notes Claim, (i) its Pro
Rata Share (along with Class 7, Class 8, and Class 9) of 7.5
percent of the Murray Settlement Distributable Consideration and
(ii) its Pro Rata share (along with Class 4, Class 5, Class 7,
Class 8, and Class 9) of Wind-Down Distributable Consideration, if
any.
Class 7 - Stub 2L Notes Claims are impaired. Each Holder of an
Allowed Stub 2L Notes Claim shall receive, up to the full amount of
such Holder’s Allowed Stub 2L Notes Claim, (i) its Pro Rata Share
(along with Class 6, Class 8, and Class 9) of 7.5 percent of the
Murray Settlement Distributable Consideration and (ii) its Pro Rata
share (along with Class 4, Class 5, Class 6, Class 8, and Class 9)
of Wind-Down Distributable Consideration, if any.
Class 8 - 2L Notes Claims are impaired. Each Holder of an Allowed
2L Notes Claim shall receive, up to the full amount of such
Holder’s Allowed 2L Notes Claim, (i) its Pro Rata Share (along
with Class 6, Class 7, and Class 9) of 7.5 percent of the Murray
Settlement Distributable Consideration and (ii) its Pro Rata share
(along with Class 4, Class 5, Class 6, Class 7, and Class 9) of
Wind-Down Distributable Consideration, if any.
Class 9 - General Unsecured Claims are impaired. Each Holder of an
Allowed General Unsecured Claim shall receive, up to the full
amount of such Holder's Allowed General Unsecured Claim, (i) its
Pro Rata Share (along with Class 6, Class 7, and Class 8) of 7.5
percent of the Murray Settlement Distributable Consideration and
(ii) its Pro Rata share (along with Class 4, Class 5, Class 6,
Class 7, and Class 8) of Wind-Down Distributable Consideration, if
any.
Class 12 - Interests in Holdings are impaired. The later of the
Effective Date or the Retained Assets Termination Time, all
Interests in Holdings will be cancelled, released, and
extinguished, and will be of no further force or effect.
Class 14 - 1974 Plan Claims are impaired. Subject to the 1974 Plan
Carve-Out, except to the extent that the Holder of an Allowed 1974
Plan Claim agrees to less favorable treatment, on the Effective
Date, in full and final satisfaction, compromise, settlement, and
release of and in exchange for such Allowed 1974 Plan Claim, the
Holder of the Allowed 1974 Plan Claim shall receive, up to the full
amount of the Holder’s Allowed 1974 Plan Claim, 92.5 percent of
the Murray Settlement Distributable Consideration.
On and after the Effective Date, the Debtors or the Plan
Administrator, as applicable, will fund the Debtors' distributions
and obligations under the Plan with (i) the New Takeback Debt, (ii)
the Exit Facility, (iii) the distribution of New Interests, (iv)
the distribution of any Warrants, (v) the Murray Family Settlement
Proceeds, (vi) Cash proceeds from the sale of any of the Debtors'
assets that are not acquired by Murray NewCo, (vii) the Wind-Down
Amount, and (viii) Cash on hand.
A full-text copy of the Second Amended Joint Plan dated August 31,
2020, is available at https://tinyurl.com/y4bs9t9m from
PacerMonitor.com at no charge.
Counsel to the Debtors:
Kim Martin Lewis
Alexandra S. Horwitz
DINSMORE & SHOHL LLP
255 East Fifth Street, Suite 1900
Cincinnati, Ohio 45202
Telephone: (513) 977-8200
Facsimile: (513) 977-8141
Counsel to the Debtors:
Nicole L. Greenblatt, P.C.
Mark McKane, P.C.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
- and -
Ross M. Kwasteniet, P.C.
Joseph M. Graham
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle
Chicago, Illinois 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
About Murray Energy
Headquartered in St. Clairsville, Ohio, Murray Energy --
http://murrayenergycorp.com/-- is the largest privately owned coal
company in the United States, producing approximately 76 million
tons of high quality bituminous coal each year, and employing
nearly 7,000 people in the United States, Colombia and South
America.
Murray Energy now operates 15 active mines in five regions in the
United States, plus two mines in Colombia, South America. It
operates 12 underground longwall mining systems, 42 continuous
mining units, 10 transloading facilities, and five mining equipment
factory and fabrication facilities.
Murray Energy and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Ohio Lead Case No. 19-56885) on
Oct. 29, 2019. At the time of the filing, the Debtors disclosed
assets of between $1 billion and $10 billion and liabilities of the
same range.
The cases have been assigned to Judge John E. Hoffman Jr.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel; Dinsmore & Shohl
LLP as local counsel; Evercore Group L.L.C. as investment banker;
Alvarez and Marsal L.L.C. as financial advisor; and Prime Clerk LLC
as notice and claims agent.
The U.S. Trustee for Region 9 appointed creditors to serve on the
official committee of unsecured creditors on Nov. 7, 2019. The
committee tapped Morrison & Foerster LLP as legal counsel;
AlixPartners, LLP as financial advisor; and Vorys, Sater, Seymour
and Pease LLP as local counsel.
MURRAY ENERGY: Court OKs Plan Despite Creditor Objections
---------------------------------------------------------
Alex Wolfe of Bloomberg Law reports that coal giant Murray Energy
Corp. won approval to wind down in bankruptcy by selling its
business as a going concern to a lender group that includes Bain
Capital Credit LP.
The Chapter 11 plan, approved by Judge John E. Hoffman Jr. of the
U.S. Bankruptcy Court for the Southern District of Ohio during a
telephonic hearing, had faced a handful of objections raised by
creditors and the Department of Justice.
The nation's largest private coal producer, founded in 1988 by
outspoken Trump supporter Robert Murray, is poised to continue
operating under the ownership of the lender group, which also
includes Eaton Vance Management, Silver Point Capital LP, and
others.
The purchasers will forgive $1.2 billion in debt as part of the
deal and use a $45 million loan from Silver Capital to finance a
Chapter 11 exit. The sale and restructuring allow the company to
shed more than $8 billion of debt and legacy liabilities, according
to court filings.
"I am particularly pleased that this case resulted in the
preservation of jobs," Hoffman said.
Murray's bankruptcy plan came under fire from a number of
creditors, including term loan lender Black Diamond Commercial
Finance LLC, which disputed how funds would be distributed among
creditor groups.
Finding that Black Diamond's objection "lacks merit," Hoffman noted
that the lender is projected to recover about 66% on its claims,
while unsecured creditors stand to recover less than 0.1% on
theirs. The judge also rejected challenges raised by holders of
disputed mechanic liens claims, finding they can continue to press
for enhanced treatment.
Hoffman also overruled an objection raised by the DOJ's bankruptcy
watchdog, the U.S. Trustee, over the inclusion of broad exculpatory
provisions for professionals involved in the Chapter 11 case. The
judge said the provisions are appropriate and that the court has
authority to approve them.
Murray's plan confirmation hearing began was put on track for final
resolution thanks to a settlement announced Aug. 28, 2020 between
the company and Consol Energy Inc., a rival coal producer that sold
certain mining operations to Murray in 2013.
The company's Chapter 11 plan is the product of several agreements,
including a $15 million settlement with the Murray family over
allegations of improper payments and a deal with the United Mine
Workers of America for a new collective bargaining agreement.
Murray filed for bankruptcy in October with more than $2.7 billion
of debt.
About Murray Energy Holdings
Headquartered in St. Clairsville, Ohio, Murray Energy --
http://murrayenergycorp.com/-- is the largest privately owned coal
company in the United States, producing approximately 76 million
tons of high quality bituminous coal each year, and employing
nearly 7,000 people in the United States, Colombia and South
America.
Murray Energy now operates 15 active mines in five regions in the
United States, plus two mines in Colombia, South America. It
operates 12 underground longwall mining systems, 42 continuous
mining units, 10 transloading facilities, and five mining equipment
factory and fabrication facilities.
Murray Energy and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Ohio Lead Case No. 19-56885) on
Oct. 29, 2019.
At the time of the filing, the Debtors disclosed assets of between
$1 billion and $10 billion and liabilities of the same range.
The cases have been assigned to Judge John E. Hoffman Jr.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel; Dinsmore & Shohl
LLP as local counsel; Evercore Group L.L.C. as investment banker;
Alvarez and Marsal L.L.C. as financial advisor; and Prime Clerk LLC
as notice and claims agent.
The U.S. Trustee for Region 9 appointed creditors to serve on the
official committee of unsecured creditors on Nov. 7, 2019.
MURRAY ENERGY: Creditors Committee Backs Settlements, Plan
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Murray Energy
Holdings Co. and its affiliated debtors submitted a reply in
support of confirmation of the Debtors' Second Amended Joint Plan
Pursuant to Chapter 11 of the Bankruptcy Code.
The Committee points out that the settlements embodied in the
Second Amended Plan are fair and equitable, in the best interests
of the estates, and should be approved. The Settlements represent
the reasoned assessment by the Committee and the Debtors regarding
the legal rights of the Debtors' various constituents and the cost,
delay, and other legal risks associated with a contested
confirmation.
The Committee further points out that the Settlements provide for:
(a) The contribution by Robert E. Murray, his family, and
affiliated trusts of more than $15.7 million in cash to the
Debtors’ estates;
(b) A distribution of $2,904,640 to general unsecured creditors
of which $2,686,792 is being paid to the 1974 Plan on account of
the fact that it holds a statutory claim against each of the
Debtors in an amount that is not less than $5.68 billion (and could
be significantly greater, if litigated);
The Committee asserts that the Second Amended Plan does not
unfairly discriminate against the Term Loan Claims because the Term
Loan Claims are not receiving "a materially lower percentage
recovery" than other unsecured claims. Under the Second Amended
Plan, the Term Loan Claims are allowed in the amount of
$51,983,914.
According to Committee, even if the distribution was somehow
material, it does not constitute unfair discrimination, because it
is a legally permissible gift from the holders of Superpriority
Claims in accordance with the terms of the Committee Settlement.
The Committee points out that the Payment of Indenture Trustee Fees
is Part of the Committee Settlement.
The Committee Settlement was negotiated extensively over several
months, and includes numerous integrated parts that cannot be
pulled apart piecemeal without disturbing the overall settlement.
In any event, the Committee notes that, among other things, the
payments to the Indenture Trustees are settlement payments that
relate in part to services performed by the Indenture Trustees on a
postpetition basis -- they are not plan distributions to general
unsecured creditors and therefore, by definition, cannot constitute
unfair discrimination.
Counsel to the Official Committee of Unsecured Creditors:
Tiffany Strelow Cobb
VORYS, SATER, SEYMOUR & PEASE LLP
52 East Gay Street
Columbus, OH 43215
Telephone: (614) 464-6400
Facsimile: (614) 464-6350
E-mail: tscobb@vorys.com
- and -
Lorenzo Marinuzzi, Esq.
Todd M. Goren, Esq.
Jennifer L. Marines, Esq.
Benjamin Butterfield, Esq.
MORRISON & FOERSTER LLP
250 West 55th Street
New York, NY 10019-9601
Telephone: (212) 468-8000
Facsimile: (212) 468-7900
E-mail: lmarinuzzi@mofo.com
E-mail: tgoren@mofo.com
E-mail: jmarines@mofo.com
E-mail: bbutterfield@mofo.com
About Murray Energy
Headquartered in St. Clairsville, Ohio, Murray Energy --
http://murrayenergycorp.com/-- is the largest privately owned coal
company in the United States, producing approximately 76 million
tons of high quality bituminous coal each year, and employing
nearly 7,000 people in the United States, Colombia and South
America.
Murray Energy now operates 15 active mines in five regions in the
United States, plus two mines in Colombia, South America. It
operates 12 underground longwall mining systems, 42 continuous
mining units, 10 transloading facilities, and five mining equipment
factory and fabrication facilities.
Murray Energy and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Ohio Lead Case No. 19-56885) on
Oct. 29, 2019. At the time of the filing, the Debtors disclosed
assets of between $1 billion and $10 billion and liabilities of the
same range.
The cases have been assigned to Judge John E. Hoffman Jr.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel; Dinsmore & Shohl
LLP as local counsel; Evercore Group L.L.C. as investment banker;
Alvarez and Marsal L.L.C. as financial advisor; and Prime Clerk LLC
as notice and claims agent.
The U.S. Trustee for Region 9 appointed creditors to serve on the
official committee of unsecured creditors on Nov. 7, 2019. The
committee tapped Morrison & Foerster LLP as legal counsel;
AlixPartners, LLP as financial advisor; and Vorys, Sater, Seymour
and Pease LLP as local counsel.
MURRAY ENERGY: Settles Long-Running Dispute With Console Energy
---------------------------------------------------------------
Alex Wolfe of Bloomberg Law reports that coal giant Murray Energy
Corp. agreed to settle a long-running dispute with creditor and
competitor Consol Energy Inc., advancing efforts to sell its
business out of bankruptcy and repay stakeholders.
Lawyers for Murray and Consol announced the deal during a
telephonic hearing Friday, August 28, 2020, with the U.S.
Bankruptcy Court for the Southern District of Ohio, where Murray is
seeking approval of a Chapter 11 plan to sell the business to a
group of lenders who, in return, will forgive $1.2 billion of
debt.
The settlement resolves a number of issues stemming from a Murray
subsidiary's 2013 acquisition of certain mining operations.
About Murray Energy
Headquartered in St. Clairsville, Ohio, Murray Energy --
http://murrayenergycorp.com/-- is the largest privately owned coal
company in the United States, producing approximately 76 million
tons of high quality bituminous coal each year, and employing
nearly 7,000 people in the United States, Colombia and South
America.
Murray Energy now operates 15 active mines in five regions in the
United States, plus two mines in Colombia, South America. It
operates 12 underground longwall mining systems, 42 continuous
mining units, 10 transloading facilities, and five mining equipment
factory and fabrication facilities.
Murray Energy and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Ohio Lead Case No. 19-56885) on
Oct. 29, 2019.
At the time of the filing, the Debtors were estimated to have
assets of between $1 billion and $10 billion and liabilities of the
same range.
The cases have been assigned to Judge John E. Hoffman Jr.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel; Dinsmore & Shohl
LLP as local counsel; Evercore Group L.L.C. as investment banker;
Alvarez and Marsal L.L.C. as financial advisor; and Prime Clerk LLC
as notice and claims agent.
The U.S. Trustee for Region 9 appointed creditors to serve on the
official committee of unsecured creditors on Nov. 7, 2019.
N/F/N N/M/N DESMOND: Unsecureds Will Get 1 Cent on Dollar on Plan
-----------------------------------------------------------------
N/F/N N/M/N Desmond submitted a Plan of Reorganization for Small
Business Under Chapter 11.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately one cent on the dollar. The Plan also provides
for the payment of administrative and priority claims.
Class 3 Secured claim of Bank of New York Trustee c/o Specialized
Loan Services is impaired. The Debtor will pay the claim of
$49,916 at 5% with a monthly payment of $941.98 for 60 months. The
Debtor will make first payment beginning Nov. 1, 2020 with monthly
payments on the first day of each month.
Class 4 Non-priority unsecured creditors are impaired. Class 4
will be paid $8,400 with a $100 monthly payment beginning April 1,
2020 that shall continue until April 1, 2022 when the monthly
payment will increase to $200 and continue until Oct. 19, 2025 a
total of $8,400. The general unsecured creditors will receive a
pro-rata distribution.
Class 5 Equity security holders of the Debtor. This class is
impaired. This is an individual case. The Debtor will retain his
interest in his property.
The Plan will be implemented from the Debtor's income and social
security benefits.
A full-text copy of the Plan of Reorganization dated August 24,
2020, is available at https://tinyurl.com/yynlfo9j from
PacerMonitor.com at no charge.
About N/F/N N/M/N Desmond
N/F/N N/M/N Desmond sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Kan. Case No. 20-20805) on May 27, 2020.
At the time of the filing, the Debtor had estimated assets of
between $100,000 and $500,000 and liabilities of between $1 million
and $10 million. The Debtor is represented by Colin Gotham, Esq.,
at Evans & Mullinix, P.A.
NEELKANTH HOTELS: Taps Schreeder Wheeler as Legal Counsel
---------------------------------------------------------
Neelkanth Hotels, LLC received approval from the U.S. Bankruptcy
Court for the Northern District of Georgia to hire Schreeder,
Wheeler & Flint, LLP as its legal counsel.
The services that Schreeder will render are as follows:
(a) prepare pleadings, schedules and statements of financial
affairs, adversary proceedings and applications incidental to
administering the Debtor's estate;
(b) develop the relationship and status of the Debtor and
handle the claims of creditors;
(c) advise the Debtor of its rights, duties and obligations;
(d) perform legal services incidental and necessary to the
day-to-day operation of the Debtor including the prosecution of
legal proceedings, loan restructuring, and general business and
corporate advice;
(e) take all necessary actions incident to the proper
preservation and administration of the Debtor and to the conduct of
its business;
(f) prepare a plan of reorganization and disclosure statement;
and
(g) provide post-confirmation legal services in connection
with the implementation of the plan.
The hourly rates for the firm's attorneys are as follows:
John A. Christy $495
Jonathan A. Akins $295
Schreeder is a disinterested party as contemplated by Section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
John H. Christy, Esq.
Schreeder, Wheeler & Flint, LLP
1100 Peachtree Street NE, Suite 800
Atlanta, GA 30309
Tel: 404-681-3450
Email: jchristy@swfllp.com
About Neelkanth Hotels LLC
Neelkanth Hotels, LLC is a privately held company in the traveler
accommodation industry. It is a single asset real estate (as
defined in 11 U.S.C. Section 101(51B)).
Neelkanth Hotels filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
20-69501) on Aug. 31, 2020. In the petition signed by Hemant
Thaker, member and manager, the Debtor estimated $1 million to $10
million in both assets and liabilities.
Judge Jeffery W. Cavender oversees the case.
Schreeder, Wheeler & Flint, LLP is the Debtor's legal counsel.
NEOVASC INC: To Report its Third Quarter Financial Results on Nov.
------------------------------------------------------------------
Neovasc, Inc. will report financial results for the quarter ended
Sept. 30, 2020 after the market close on Nov. 5, 2020. Neovasc
President and Chief Executive Officer Fred Colen, and Chief
Financial Officer Chris Clark will host a conference call to review
the company's results at 4:30 p.m. Eastern Time.
Interested parties may access the conference call by dialing (800)
430-8332 or (856) 344-9206 (International). Participants wishing
to join the call via webcast should use the link posted on the
investor relations section of the Neovasc website at
https://www.neovasc.com/investors/
A replay of the webcast will be available approximately 30 minutes
after the conclusion of the call using the link on the Neovasc
website.
About Neovasc Inc.
Neovasc -- http://www.neovasc.com/-- is a specialty medical device
company that develops, manufactures and markets products for the
rapidly growing cardiovascular marketplace. Its products include
the Reducer, for the treatment of refractory angina, which is not
currently commercially available in the United States (2 U.S.
patients have been treated under Compassionate Use) and has been
commercially available in Europe since 2015, and Tiara, for the
transcatheter treatment of mitral valve disease, which is currently
under clinical investigation in the United States, Canada, Israel
and Europe.
Neovasc recorded a net loss of $35.13 million for the year ended
Dec. 31, 2019, compared to a net loss of $107.98 million for the
year ended Dec. 31, 2018. As at Dec. 31, 2019, the Company had
$10.10 million in total assets, $24.55 million in total
liabilities, and a total deficit of $14.44 million.
Grant Thornton LLP, in Vancouver, Canada, the Company's auditor
since 2002, issued a "going concern" qualification in its report
dated March 30, 2020 citing that the Company incurred a
comprehensive loss of $33,618,494 during the year ended Dec. 31,
2019, and as of that date, the Company's liabilities exceeded its
assets by $14,445,765. These conditions, along with other matters,
raise substantial doubt about the Company's ability to continue as
a going concern.
NEPHROS INC: Samjo Capital, et al. Report 5.6% Equity Stake
-----------------------------------------------------------
Samjo Capital, LLC, Samjo Management, LLC, and Andrew N. Wiener
disclosed in a Schedule 13G filed with the Securities and Exchange
Commission that as of Oct. 19, 2020, they beneficially own 550,000
shares of common stock of Nephros, Inc., which represents 5.6
percent of the shares outstanding. A copy of the regulatory filing
is available for free at:
https://www.sec.gov/Archives/edgar/data/1196298/000091957420006454/d8635540_13g.htm
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 total stockholders' equity.
NEW ACADEMY HOLDING: S&P Raises ICR to 'B' on Better Leverage
-------------------------------------------------------------
S&P Global Ratings raised its issuer-credit rating on U.S.-based
outdoor and sports retailer New Academy Holding Co. LLC (Academy)
to 'B' from 'B-' on improved credit measures and its expectation
for a less aggressive financial policy following its IPO in
September.
At the same time, S&P is assigning a 'B' issue-level rating and '3'
recovery rating to Academy's proposed senior secured pari passu
debt. The '3' recovery rating reflects S&P's expectation for a
meaningful recovery (50%-70%; rounded estimate: 50%) in a payment
default or bankruptcy.
S&P also assigned its 'B' issuer credit rating to Academy Ltd., the
borrower under the proposed facilities.
"The positive outlook reflects that there is at least one in three
chance that we could raise our rating in the next year if the
company sustains its positive performance trend and maintains
adjusted leverage below 4x," S&P said.
The upgrade reflects lower debt following the proposed refinancing
and debt redemption amid the recent IPO and good operating
performance.
Academy's recent IPO raised more than $180 million and strong
demand (double-digit growth) for Academy's products through the
COVID-19 period, as consumers seek socially distanced entertainment
options and hobbies during the pandemic, has also bolstered free
cash flow. Academy's planned use of more than $600 million of its
cash balance (compared with S&P's previous estimate of about $500
million) to repay debt materially reduces leverage, which S&P
estimates will be below 4x in 2021, after some of the recent
COVID-related benefits dissipate. S&P now expects Academy will
pursue a less aggressive financial policy. Although the company is
still majority owned (about 70%) by financial sponsor KKR who could
advocate for an aggressive approach to shareholder rewards, S&P has
revised its financial policy score to FS-5 from FS-6 because of
KKR's reduced ownership and the company's stated financial target.
In addition, the improved credit measures and S&P's expectations
for sustained positive FOCF generation lead the rating agency to
assess the financial risk profile score more favorably as
aggressive (previously highly leveraged).
S&P believes Academy will maintain a limited market position in the
sports retailing subsector.
Academy participates in the highly competitive and mature sports
retailing industry.
"We view the company as a larger regional player in its space, with
stores primarily in Texas and adjacent southern states. The company
positions itself as a value player and competes with significantly
larger and better-capitalized players. We think this puts the
company at a potentially long-term disadvantage, as this sector is
prone to discounting and competitive pricing," S&P said.
"We also believe sporting goods and related products remain a
highly fragmented sector with increasing competition from many
players, including larger specialty retailers such as Bass Pro,
pure-play e-commerce competitors such as Amazon, and big-box
retailers such as Walmart. Moreover, we believe Academy and the
sports retailing industry may experience more volatile performance
over the medium term following the recent gains, because of the
pandemic and its effects on the economy," S&P said.
The company's operating results will likely normalize in 2021 and
S&P projects a low-to-mid single-digit-percent decline in sales and
a modest decline in adjusted EBITDA.
Academy's recent performance trends have benefited from its market
position as a value-oriented sporting goods retailer. In addition,
S&P believes 2020 results likely benefited from some pull-forward
demand and government stimulus, and think the latter is especially
relevant to Academy's more value-oriented customer base. S&P does
not project either event to reoccur in its base-case projections
for next year. It also expects Academy's apparel and footwear
sales, contributing more than 40% of its sales, to experience
uneven performance for the next 12-18 months, as apparel sales
remain highly competitive.
"We hold this view despite viewing positively the company's
increased focused and investment on in-store experiences and
omni-channel capabilities. Still, we project Academy's omni-channel
sales penetration will be about 10% of its total sales, lower than
many retailing peers. This is despite management's efforts to
narrow the gap in recent quarters and the significant growth
experienced during the past few months," S&P said.
As the company works to expand its online capability, S&P believes
the company's lack of experience and operational knowledge in this
area could lead to potential setbacks and amplify profit
volatility. As such, S&P maintains a negative comparable ratings
modifier to reflect its view that the company's largely
brick-and-mortar, regional model in a highly competitive space
exposes Academy to significant long-term risks.
Environmental, social, and governance (ESG) credit factors for this
credit rating change:
-- Health and safety
The positive outlook reflects meaningful deleveraging after the
company's proposed refinancing transaction and the likelihood that
it could sustain this improved leverage due in part to its recent
efforts in enhancing e-commerce and other business initiatives.
S&P could raise the rating on Academy if:
-- The company sustains good operating performance through 2021,
underscored by operational improvements implemented over the past
couple of years in a post pandemic environment.
-- This scenario would likely occur while Academy sustains
adjusted leverage below 4x and balances potential shareholder
returns amid its continued control by the financial sponsor KKR.
S&P could revise the outlook back to stable if:
-- S&P expected Academy's operating performance to become more
volatile in 2021, at least partially driven by meaningfully lower
demand for sporting goods and increased industry price promotional
activity.
-- This scenario would likely result in a meaningful contraction
in sales and adjusted margins such that S&P expected leverage to
increase to 4x or greater.
NKS HOLDINGS: Plan Proposes Sale in 2 Years to Pay Off Creditors
----------------------------------------------------------------
NKS Holdings, Inc. submits this Joint, Consensual Amended Plan of
Reorganization.
The Plan being proposed will call for monthly payments to all
creditors beginning on the Effective Date of the Plan.
Class 1 Allowed, Secured Claim of Great Central Mortgage Acceptance
Co., secured by 1st lien deed of trust against the Park Shadow
Drive Property. This class is impaired with amount of claim of
$167,561.62. Class 1 will receive monthly payment of $1,105.83 over
2 years.
Class 2 Allowed, Secured Claim of Great Central Mortgage, secured
by 1st lien deed of trust against the 24818 I-10 Property. This
class is impaired with amount of claim of $209,989.55. Class 2 will
receive monthly payment of $1,385.84 over 2 years.
Class 3 Allowed, Secured Claim of Rhapsody Funding, LLC, secured by
2nd lien deed of trust against the Park Shadow Property. This class
is impaired with amount of claim of $10,730.98. Class 3 will
receive monthly payment of $70.82 over 2 years.
Class 4 Allowed, secured claim of Rhapsody Funding, LLC, secured by
2nd lien deed of trust against the 24818 I-10 Property. This class
is impaired with amount of claim of $105,657. Class 4 will receive
monthly payment of $697.29 over 2 years.
Class 6 General Unsecured Creditors. This class is impaired with
amount of claim of $4,351. Class 6 will be paid at sale or closing
of real estate.
NKS is prepared to employ a realtor to market all the real
properties for sale in an effort to pay its creditors. The Plan
proposes a two-year window in which to close one or more of these
transactions to pay its creditors in full.
A full-text copy of the Joint, Consensual Amended Plan of
Reorganization dated August 24, 2020, is available at
https://tinyurl.com/y6dar94b from PacerMonitor.com at no charge.
Attorneys for the Debtor:
Frank J. Maida
MAIDA CLARK LAW FIRM, P.C.
4320 Calder Avenue
Beaumont, Texas 77706
Tel: (409) 898-8200
Fax: (409) 898-8400
Attorneys for Great Central Mortgage Acceptance Company, LTD.:
Matthew B. Probus
WAUSON PROBUS
One Sugar Creek Center Blvd., Ste. 880
Sugar Land, Texas 77478
(281) 242-0303; Fax No. (281) 242-0306
About NKS Holdings
NKS Holdings, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Tex. Case No. 20-10244) on June 1, 2020, listing under $1
million in both assets and liabilities. Maida Clark Law Firm, P.C.
is the Debtor's counsel.
OBALON THERAPEUTICS: Domain Partners Reports 12.6% Equity Stake
---------------------------------------------------------------
Domain Partners VII, L.P., disclosed in an amended 13D filed with
the Securities and Exchange Commission its Quarterly Report on Form
10-Q disclosing 1,000,933 shares of common stock of Obalon
Therapeutics, Inc., which represents 12.6 percent based on
7,731,633 shares of Common Stock outstanding as of July 28, 2020,
as reported in the Issuer's Proxy Statement on Form DEF 14A filed
with the Securities and Exchange Commission on Aug. 7, 2020.
DP VII Associates, L.P. also reported beneficial ownership of 4,957
Common Shares.
A copy of the regulatory filing is available for free at:
https://www.sec.gov/Archives/edgar/data/1374150/000090445420000667/s13da_102320-obalon.htm
About Obalon
Obalon Therapeutics, Inc. (NASDAQ:OBLN) -- http://www.obalon.com/
-- is a San Diego-based company focused on developing and
commercializing novel technologies for weight loss.
Obalon recorded a net loss of $23.68 million for the year ended
Dec. 31, 2019, compared to a net loss of $37.38 million for the
year ended Dec. 31, 2018. As of June 30, 2020, the Company had
$13.87 million in total assets, $6.69 million in total liabilities,
and $7.18 million in total stockholders' equity.
KPMG LLP, in San Diego, California, the Company's auditor since
2015, issued a "going concern" qualification in its report dated
Feb. 27, 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.
OMNI BAY: To Sell Property to Pay Claims in Full
------------------------------------------------
Omni Bay Colony, L.P. submitted a Second Amended Disclosure
Statement.
The Court earlier approved the First Amended Disclosure Statement.
The Debtor believes that the Second Amended Disclosure Statement
does not substantially deviate from what has been approved by the
Court, however the Court has not made that determination. A
redline has been provided in order to show the changes between the
First Amended Disclosure Statement and this one.
The Debtor plans to make payments to Agrow Credit Corporation for
up to nine months and satisfy all creditors from the sale or
refinance of the Property. Debtor plans to sell the Property at a
price sufficient to pay all Allowed Claims in full or to refinance
the property and pay the claims in full.
Class 3 Allowed Secured Claim of Agrow Credit Corporation
Agrow will retain its liens on all collateral to secure its Allowed
Claim and will be paid in full under the Plan. Starting on October
15, 2020, Debtor will make monthly payments of $20,000. Debtor will
roll the outstanding principal ($1,776,872.29), accrued interest,
bank fees, appraisal fees ($273,893.38), and attorney fees
($50,000) into a new principal amount of $2,100,720.67. The default
interest amount was calculated from an interest rate of 18% from
January 9, 2020 through September 9, 2020.
The rolled up loan will pay the prior pre-default interest rate of
prime plus 3.75% (currently 3.25% + 3.75%= 7%). Based on a 15-year
amortization schedule, the payments of $20,000 will pay interest of
$12,254.20 and a monthly principal reduction of $7,745.80. The
maturity of Agrow’s note is extended until June 30, 2021. Debtor
will pay Allowed Claim in full at Closing of the sale of the
Property, a refinance of the debt on the Property, or from
additional capital contributions from Greg Hall.
Feasibility of the Plan and Risk to Creditors
The Plan requires Debtor to sell or otherwise refinance the
Property to pay their creditors. Based upon the fair market
valuations of the property and Debtor’s substantial equity in the
Property, Debtor is confident that it will be able to close a sale
for the property sufficient to pay all creditors in full.
There is a risk to creditors that the value of the property will
decline. However, the loan to value ratio of the Secured Claim is
more or less 62%, based upon Agrow's 2020 appraisal. The Debtor
does not believe that there is any material risk that the property
value will decline.
Additionally, there is risk that the Debtor's principal's equity
contribution may not be able to be made timely due to its
additional funding sources failing to come through.
Other Litigation
The Debtor is not aware of any potential non-bankruptcy claims and
causes of action that the Debtor has against third parties except
for potential claims against Agrow Credit Corporation, a secured
claimant. The Debtor contends that Agrow is not in compliance with
12 U.S.C. and failed to perform duties required of it under the
note with the Debtor and various federal statutes and state
statutory and common law provisions relating to lending and
servicing.
Preservation of Claims
The Debtor intends to fund its plan through other funds and
therefore has therefore not relied on any recoveries.
A red-lined copy of the Second Amended Disclosure Statement dated
August 24, 2020, is available at https://tinyurl.com/y3nj8oq9 from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Todd Headden
HAJJAR PETERS LLP
3144 Bee Caves Rd
Austin, Texas 78746
Tel: 512.637.4956
Fax: 512.637.4958
E-mail: theadden@legalstrategy.com
About Omni Bay Colony
Omni Bay Colony, L.P., is a single asset real estate debtor (as
defined in 11 U.S.C. Section 101(51B)).
Omni Bay Colony sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 20-10178) on Feb. 3,
2020. At the time of the filing, the Debtor was estimated to have
assets of between $1 million and $10 million and liabilities of the
same range. Judge Christopher H. Mott oversees the case. Ron
Satija, Esq., at Hajjar Peters, LLP, is the Debtor's legal counsel.
PETSMART INC: S&P Upgrades ICR to 'B' on Refinancing Transaction
----------------------------------------------------------------
S&P Global Ratings raised the issuer credit rating on U.S.-based
PetSmart Inc. to 'B' from 'B-' after the company announced plans to
refinance its capital structure, pushing out maturities and
reducing total funded debt by about $1.75 billion to around $5
billion.
At the same time, S&P is assigning its 'B' issue-level rating to
the company's proposed $2.3 billion senior secured term loan and
$1.2 billion of senior secured notes. The rating agency is also
assigning its 'CCC+' issue-level rating to the proposed $1.15
billion of senior unsecured notes.
"The upgrade reflects the lower funded debt following the
refinancing transaction, and our expectation that PetSmart will
build on recently good performance," S&P said.
"We expect debt to EBITDA will remain less than 6x when the
refinancing transaction is complete, which is our trigger for an
upgrade. We believe trends for the next year will remain positive
as a flurry of pet adoptions through the COVID-19 period and a
shift in consumer discretionary spend toward home-related purchases
provide a good tailwind for industry growth," S&P said.
Still, leverage remains aggressive at more than 5x S&P Global
Ratings' adjusted debt to EBITDA. In addition, competitive risks
associated with growing e-commerce penetration and a highly
competitive brick-and-mortar landscape are risks to performance.
PetSmart's financial sponsor owner, BC Partners, has historically
taken an aggressive approach to leverage and S&P believes it could
pursue future leveraging transactions to pay dividends, although as
part of this transaction the sponsor injected about $1.3 billion of
equity.
S&P expects long-term tailwinds to the sector given recent elevated
pet adoption rates. Still, e-commerce is a significant competitive
threat with online and mass merchants like Chewy and Amazon growing
rapidly. As part of this transaction, PetSmart's ownership in Chewy
has been transferred to the sponsor parent entity, and the proposed
credit facilities are guaranteed solely by PetSmart's operations.
S&P projects PetSmart's standalone revenue growth will approach the
mid-single digits this year and be modestly positive in the future.
The economic backdrop remains fragile and while pet purchases are
somewhat nondiscretionary (particularly consumables), S&P would
expect the company's sales of hard goods and specialty merchandise,
which have been strong sales categories for PetSmart through the
pandemic, to moderate in a weaker consumer spending environment.
The transaction removes PetSmart ownership in Chewy.
PetSmart acquired Chewy in 2016 in a $3.2 billion transaction.
Subsequently, the company sold a portion of Chewy stock through an
initial public offering and used a portion of the remaining Chewy
equity to guarantee PetSmart debt. As part of this proposed
transaction, all Chewy stock will shift to an investment vehicle of
BC Partners.
"There has not been, nor do we expect, any operational coordination
between PetSmart and Chewy. We do not expect BC Partners to use any
of the Chewy equity to support the PetSmart investment in the
future. Therefore, our analysis considers PetSmart as the
standalone entity relevant to creditworthiness and attributes no
benefit to the valuable Chewy stake that BC Partners also owns,"
S&P said.
The elimination of the Chewy equity places even greater focus on
PetSmart's ability to demonstrate traction with its largely
brick-and-mortar pet products and services.
"We believe secular shifts toward online are a headwind for
PetSmart, but also acknowledge its improved performance over the
last year. We recognize PetSmart's leading position in physical
retail stores, which combined with its focus on services (grooming,
boarding, training, and veterinary) provide some opportunities for
growth even as e-commerce competitors grow at a rapid pace," S&P
said.
Environmental, social, and governance (ESG) credit factors for this
credit rating change
-- Health and safety
The stable outlook reflects S&P's expectation that PetSmart's
leverage will remain in the low- to mid-5x area based on a lower
funded debt level, positive same-store sales, and relatively stable
EBITDA margins.
S&P could lower its ratings on PetSmart if:
-- S&P expects debt to EBITDA to rise to about 6x;
-- Free operating cash flow generation declines significantly; or
-- Same-store sales are flat to negative and margins are
suppressed, potentially because of more intense competitive
pressures from online players, which weakens PetSmart's market
position.
S&P could raise its ratings on PetSmart if:
-- S&P expects S&P Global Ratings' adjusted debt to EBITDA to be
about 4.5x or less on a sustained basis, which could occur through
additional debt paydowns;
-- The sponsor owner commits to a less aggressive financial
policy;
-- S&P believes PetSmart will sustain positive same-store sales
and EBITDA growth; and
-- Free operating cash flow exceeds about $300 million annually.
PIKE CORP: Moody's Rates New $500MM Unsecured Notes 'B3'
--------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Pike
Corporation's proposed $500 million senior unsecured notes in
August 2020. The proceeds from the note offering will be used to
pay down borrowings on its first lien term loan. Moody's also
assigned a Ba3 rating to Pike's proposed $169.7 million revolver
that expires in August 2025 and its $336 million first lien term
loan due July 2026.
At the same time, Moody's upgraded the $33.3 million revolver that
matures in March 2022 and will remain outstanding after this
refinancing to Ba3 from B2. Moody's also upgraded the existing
$109.7 million revolver due July 2024 and the existing term loan
due July 2026 to Ba3 from B2.
The rating on the existing term loan and the $109.7 million
revolver will be withdrawn upon completion of the refinancing. The
instrument ratings are subject to the close of the note offering
and the completion of the credit facility amendment and term loan
refinancing. Moody's affirmed Pike's B2 Corporate Family Rating and
B2-PD Probability of Default Rating. The rating outlook remains
stable.
"The affirmation of Pike's B2 corporate family rating reflects its
recent strong operating performance, cash flows and debt reduction,
but also considers its periodic acquisitions and shareholder
dividends and the likelihood its credit metrics will remain
commensurate with its rating." said Michael Corelli, Moody's Senior
Vice President and lead analyst for Pike Corporation.
Assignments:
Issuer: Pike Corporation
Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5)
Gtd. Senior Secured 1st Lien Revolving Credit Facility, Assigned
Ba3 (LGD2)
Upgrades:
Issuer: Pike Corporation
Gtd. Senior Secured Revolving Credit Facility, Upgraded to Ba3
(LGD2) from B2 (LGD3)
Gtd. Senior Secured 1st Lien Revolving Credit Facility, Upgraded to
Ba3 (LGD2) from B2 (LGD3)
Gtd. Senior Secured 1st Lien Term Loan B, Upgraded to Ba3 (LGD2)
from B2 (LGD3)
Affirmations:
Issuer: Pike Corporation
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Outlook Actions:
Issuer: Pike Corporation
Outlook, Remains Stable
RATINGS RATIONALE
Pike Corporation's B2 Corporate Family Rating reflects its limited
geographic and end market diversity since it mostly provides
engineering, maintenance, repair, replacement and upgrade work for
electric utilities. It also incorporates its customer
concentration, moderate scale and the competitive nature of the
utility and telecommunications services sectors.
Pike's credit profile is supported by favorable industry
fundamentals as utilities continue to focus on replacing aging
infrastructure, modernizing and expanding the electricity grid and
outsourcing more engineering and construction services to third
parties. The company's master service agreements also support
relative revenue stability.
Pike's operating performance and cash flows have remained strong in
1H20 and Moody's expects this trend to continue supported by
utilities spending on grid modernization and expansion, resiliency
initiatives, and repair and maintenance of aging infrastructure
including electric distribution and transmission lines. The
coronavirus outbreak has recently spread more rapidly in regions
where Pike operates and could have an impact on its 2020 operating
performance. The rapid and widening spread of the outbreak,
deteriorating global economic outlook, and asset price declines are
creating a severe and extensive credit shock across many sectors,
regions and markets. The combined economic and credit effects of
these developments are unprecedented.
However, the company's work is considered an essential service and
to date there has not been a material impact on the demand for its
services as its utility and telecom customers complete their
capital spending programs. Moody's expects the company to continue
to generate moderately improved operating earnings, which should
enable it to maintain credit metrics that support its B2 corporate
family rating. Its metrics may even be strong for the rating in the
near term due to the use of a sizeable advance payment on a large
transmission project to pay down debt, but could weaken over the
next two years due to cash outflows on this project or potential
acquisitions or shareholder dividends.
The company paid a $60 million shareholder dividend in August 2020
which was funded by cash on hand and a portion of the advance
payment and has distributed funds to shareholders for two
consecutive years.
Pike plans to use the proceeds from its proposed $500 million
senior unsecured notes to pay down borrowings on its first lien
term loan. The proposed refinancing will extend the maturity of
$500 million of Pike's debt to August 2028 from July 2026 and will
free up secured borrowing capacity, but it will also raise the
company's annual interest costs by more than $10 million and
significantly reduce its pre-payable debt.
Pike is expected to maintain a good liquidity profile. It had $27
million of cash and $121 million of revolver availability as of
June 28, 2020. The company borrowed $100 million under its revolver
as a protective measure to preserve financial flexibility in March
2020 in light of general economic and financial market uncertainty
resulting from the COVID-19 outbreak, but the company repaid these
borrowings during the second quarter.
The revolver matures in two stages with $33.3 million expiring in
March 2022 and the remaining $109.7 million expiring in July 2024.
Pike plans to upsize the second tranche of the revolver by $60
million to $169.7 million and to extend the maturity to August
2025.
The stable ratings outlook reflects its expectation that Pike will
continue to benefit from favorable industry dynamics and good
customer relationships. It also assumes the company will maintain
credit metrics that are commensurate with its B2 corporate family
rating.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Pike's ratings could be upgraded if the company increases its scale
and geographic diversity and strengthens its cash generating
ability as evidenced by FFO/debt increasing to more than 17.5%,
while maintaining good margins and a leverage ratio (debt/EBITDA)
below 4.0x.
A downgrade could occur if deteriorating operating results,
debt-financed acquisitions or shareholder distributions result in
the company's leverage ratio being sustained above 5.5x, or
FFO/debt sustained below 12.5%. A weakening of its liquidity
profile could also result in downward pressure.
Headquartered in Mount Airy, North Carolina, Pike Corporation
provides installation, repair and maintenance and storm restoration
services for investor-owned, municipal, and cooperative electric
utilities and telecommunications companies in the United States.
The company provides engineering and design services and constructs
and maintains substations, underground and overhead distribution
networks and transmission lines. The company is privately owned by
Eric Pike and a significant customer with Eric having majority
ownership and voting control. Revenue for the twelve months ended
June 28, 2020 was approximately $1.6 billion.
The principal methodology used in these ratings was Construction
Industry published in March 2017.
PLUS THERAPEUTICS: Incurs $1.7 Million Net Loss in Third Quarter
----------------------------------------------------------------
Plus Therapeutics, Inc., filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $1.73 million on $0 of development revenues for the three months
ended Sept. 30, 2020, compared to net income of $526,000 on $4.77
million of development revenues for the three months ended Sept.
30, 2019.
For the nine months ended Sept. 30, 2020, the Company reported a
net loss of $4.65 million on $303,000 of development revenues
compared to a net loss of $11.77 million on $5.81 million of
development revenues for the same period in 2019.
As of Sept. 30, 2020, the Company had $11.65 million in total
assets, $9.03 million in total liabilities, and $2.62 million in
total stockholders' equity.
As of Sept. 30, 2020, the Company had cash of approximately $7.6
million, compared to cash of approximately $17.6 million as of
Dec. 31, 2019. During the third quarter of 2020, 317,521 series U
warrants were exercised, raising $0.7 million. Net cash used in
operating activities was $5.2 million for the nine months ended
Sept. 30, 2020, compared to net cash used of $6.9 million during
the same period in 2019. During the second quarter of 2020, $5
million of the Oxford debt principal was paid down.
The Company had an accumulated deficit of $429.9 million as of
Sept. 30, 2020. Additionally, it used net cash of $5.2 million to
fund its operating activities for the nine months ended Sept. 30,
2020. The Company said these factors raise substantial doubt about
its ability to continue as a going concern.
"To date, these operating losses have been funded primarily from
outside sources of invested capital, proceeds raised from the Loan
and Security Agreement, and gross profits. The Company has had,
and will continue to have, an ongoing need to raise additional cash
from outside sources to fund its future clinical development
programs and other operations. The Company anticipates using its
new equity line facility entered into on Sept. 30, 2020 with
Lincoln Park Capital Fund, LLC to raise additional cash. The
Company's inability to raise additional cash would have a material
and adverse impact on its business and operations and would cause
it to default on its loan.
"The Company continues to seek additional capital through strategic
transactions and from other financing alternatives. Without
additional capital, the Company's current working capital will not
provide adequate funding to make debt repayments or support its
research, sales and marketing efforts and product development
activities at their current levels. If sufficient additional
capital is not raised, the Company will at a minimum need to
significantly reduce or curtail its research and development and
other operations, and this would negatively affect its ability to
achieve corporate growth goals," Plus Therapeutics said in the
filing.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1095981/000156459020047266/pstv-10q_20200930.htm
About Plus Therapeutics
Headquartered in Austin, Texas, Plus Therapeutics, Inc. --
http://www.plustherapeutics.com/-- is a clinical-stage
pharmaceutical company focused on the discovery, development, and
manufacturing scale up of complex and innovative treatments for
patients battling cancer and other life-threatening diseases.
Plus Therapeutics reported a net loss of $10.89 million for the
year ended Dec. 31, 2019, compared to a net loss of $12.63 million
for the year ended Dec. 31, 2018. As of June 30, 2020, the
Company
had $13.90 million in total assets, $10.60 million in total
liabilities, and $3.30 million in total stockholders' equity.
BDO USA, LLP, in San Diego, California, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
March 30, 2020 citing that the Company has suffered recurring
losses and negative cash flows from operations that raise
substantial doubt about its ability to continue as a going concern.
PLUS THERAPEUTICS: Signs $10 Million Equity Distribution Agreement
------------------------------------------------------------------
Plus Therapeutics, Inc., entered into an equity distribution
agreement with Canaccord Genuity LLC, pursuant to which the Company
may issue and sell, from time to time, shares of its common stock
having an aggregate offering price of up to $10,000,000, depending
on market demand, with the Agent acting as an agent for sales.
Sales of the Shares may be made by any method permitted by law
deemed to be an "at the market offering" as defined in Rule
415(a)(4) of the Securities Act of 1933, as amended, including,
without limitation, sales made directly on or through the NASDAQ
Capital Market. The Agent will use its commercially reasonable
efforts to sell the Shares requested by the Company to be sold on
its behalf, consistent with the Agent's normal trading and sales
practices, under the terms and subject to the conditions set forth
in the Distribution Agreement. The Company has no obligation to
sell any of the Shares. The Company may instruct the Agent not to
sell the Shares if the sales cannot be effected at or above the
price designated by the Company from time to time and the Company
may at any time suspend sales pursuant to the Distribution
Agreement.
The Company will pay the Agent a commission of up to 3.0% of the
gross proceeds from the sale of Shares by the Agent under the
Distribution Agreement. The Company has also agreed to reimburse
the Agent for its reasonable documented out-of-pocket expenses,
including fees and disbursements of its counsel, in the amount of
$50,000. In addition, the Company has agreed to provide customary
indemnification rights to the Agent.
The Offering will terminate upon the earlier of (1) the issuance
and sale of all shares of the Company's common stock subject to the
Distribution Agreement, or (2) the termination of the Distribution
Agreement as permitted therein, including by either party at any
time without liability of any party.
About Plus Therapeutics
Headquartered in Austin, Texas, Plus Therapeutics, Inc. --
http://www.plustherapeutics.com-- is a clinical-stage
pharmaceutical company focused on the discovery, development, and
manufacturing scale up of complex and innovative treatments for
patients battling cancer and other life-threatening diseases.
Plus Therapeutics reported a net loss of $10.89 million for the
year ended Dec. 31, 2019, compared to a net loss of $12.63 million
for the year ended Dec. 31, 2018. As of June 30, 2020, the Company
had $13.90 million in total assets, $10.60 million in total
liabilities, and $3.30 million in total stockholders' equity.
BDO USA, LLP, in San Diego, California, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
March 30, 2020 citing that the Company has suffered recurring
losses and negative cash flows from operations that raise
substantial doubt about its ability to continue as a going concern.
POP GOURMET: Unsecureds to Get 35 Cents on Dollar in Plan
---------------------------------------------------------
Pop Gourmet, LLC, submitted a Plan of Reorganization.
The Plan provides for one class of allowed secured Claims, three
classes of allowed unsecured claims, and one class of equity
Interests. Holders of allowed, general unsecured Claims may
receive approximately thirty-five cents on each dollar of their
Allowed unsecured Claims. The Plan also provides for the payment
of administrative and priority unsecured claims.
Class 1 consists of secured Claims held by prepetition noteholders
whose indebtedness is secured pari passu by the same collateral.
This class is impaired. Beginning on the first business day of the
first month following the Effective Date, and continuing on the
first business day of each subsequent month for 59 months, the
Reorganized Debtor will make equal monthly distributions of $9,774
on account of Allowed Class 1 Claims.
Class 3 consists of general unsecured claims. This class is
impaired. Beginning on the first business day of the first month
following the Effective Date, and continuing on the first business
day of each subsequent month for 59 months, the Reorganized Debtor
may make payments to Class 3 claimants on account of Allowed Class
3 Claims; provided, that any total monthly payment to Class 3
claimants shall not exceed $88,371. Class 3 claimants will receive
their pro rata share based on their respective, Allowed Class 3
claim.
Class 4 consists of unsecured cure claims. This class is impaired.
Holders of Allowed Class 4 claims shall be paid in full on the
Plan's Effective Date in cash, or upon such other terms as may be
agreed upon by the Debtor and the holder of an Allowed Class 4
Claim.
Plan payments shall be funded by the Reorganized Debtor's monthly
income.
A full-text copy of the Plan of Reorganization dated August 24,
2020, is available at https://tinyurl.com/yyuxtraf from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
John R. Rizzardi
Christopher L. Young
CAIRNCROSS & HEMPELMANN, P.S.
524 Second Avenue, Suite 500
Seattle, WA 98104-2323
Telephone: (206) 587-0700
Facsimile: (206) 587-2308
E-mail: jrizzardi@cairncross.com
E-mail: cyoung@cairncross.com
About Pop Gourmet
POP Gourmet, LLC -- https://www.popgourmetpopcorn.com/ -- is a
manufacturer of potato chips, corn chips, popcorn, and similar
snacks.
POP Gourmet, LLC, based in Seattle, WA, filed a Chapter 11 petition
(Bankr. W.D. Wash. Case No. 20-11497) on May 26, 2020. In the
petition signed by CEO Steve Gallo, the Debtor disclosed $463,637
in assets and $5,034,487 in liabilities. The Hon. Timothy W. Dore
presides over the case. CAIRNCROSS & HEMPELMANN, P.S., serves as
bankruptcy counsel to the Debtor.
PRIME HEALTHCARE: S&P Affirms 'B-' ICR, Rates Secured Notes 'B-'
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on Prime
Healthcare Services Inc.
S&P is assigning its 'B-' issue-level rating to Prime Healthcare's
proposed senior secured notes due 2025. The recovery rating is '3',
indicating S&P's expectation of meaningful (50%-70%: rounded
estimate 60%) recovery in the event of a payment default
"The stable outlook reflects our expectation that the company's
early efforts to revise its business strategy could stabilize its
weak patient volume trends and market position, but that leverage
will remain in the mid-4x area and free cash flow will remain
modest and somewhat volatile," S&P said.
S&P believes Prime's business model leaves it vulnerable as the
industry moves to a less hospital-centric environment. Despite
Prime's relatively large scale of 31 hospitals, S&P views the
company's business to be highly concentrated and vulnerable to
ongoing shifts away from the hospital as the center of care." Its
payor mix is heavily focused on government payors (Medicare and
Medicaid) for an estimated 80% of revenues. Prime relies on the
emergency room as the key entrance point for over 80% of its
admissions, higher than most other hospitals. The company is not
well positioned for the shift of the health care system away from a
hospital-centric focus. This is evident from its decline of patient
volume each of the past several years. From 2017 to 2019, adjusted
discharges declined about 7%, and notwithstanding the pandemic's
impact, continued to decline. This trend is the worst of the peer
group of rated for-profit hospital companies, and reflects the
company's longtime strategy of focusing on the emergency room as a
primary source of patients. The concentration in government payors
also presents significant reimbursement risk as both Medicare and
Medicaid are migrating to a managed-care model that seeks to manage
care more aggressively outside of a fee-for-service model, and to
manage expensive emergency room utilization better. While it
appears the company is now attempting to realign its strategies, it
is too premature to judge the success of its efforts.
Despite relatively low leverage, Prime generates limited and
volatile free cash flow given low margins, lease obligations,
capital spending needs, and the timing on subsidy payments. While
leverage is lower than some peers at below 5x, Prime generates
limited and volatile free cash flows given low margins, heavy lease
financing obligations, and some volatility in the timing of
receipts of subsidy payments, particularly from the state of
California. For this reason, S&P sees lower free cash flow and
greater free cash flow volatility relative to similarly levered
peers.
"We believe the company has little to no organic growth. The
company had virtually no organic growth for several years, most
likely influenced by its business model. In our view, Prime has
been able to offset the revenue impact from declining utilization
by improved billing capabilities, and reimbursement rate
increases," S&P said.
The company also benefits from revenue it recognizes from various
state subsidy programs, most notably California's provider-fee
subsidy program. S&P believes the company runs the risk of negative
growth should patient volume continue to decline, and when it
achieves optimization of its billing and collection efforts. S&P
believes the company has now begun to take some steps to reduce its
dependence on its emergency rooms and to improve patient
utilization by focusing more on expanding some programs such as
wound care and gero-psych. However, S&P does not expect such
services to have a large impact over the next several months, and
results to date have been minimal. S&P expects any improvement in
organic growth over at least the next year to be relatively small,
considering the lingering impact of the pandemic.
Prime has restarted its acquisition activity, which should result
in leverage sustained between 4x and 5x over time. Prime recently
completed its first acquisition in August 2020 after taking a
three-year pause on acquisitions. It acquired St. Francis Medical
Center in Lynwood, Calif. for $212 million plus a $47 million
capital expense. Prime funded the transaction with leases,
mortgage, and notes. It also borrowed an additional $100 million to
help fund working capital. This hospital, purchased out of
bankruptcy, will become Prime's largest hospital by revenue, and
could become one of its most profitable partly because it receives
a substantial subsidy from the California provider-fee program.
Prime had largely been out of the acquisition market after having
added 17 hospitals from 2014-2017.
"We believe the St. Francis transaction is the beginning of more
acquisition activity. We expect Prime to seek other similar
acquisitions, and possibly invest additional capital as it attempts
to shift away from its current strategy that is heavily reliant on
admissions from emergency rooms. However, we have not included
another significant acquisition in our forecast, though we expect
ongoing acquisitions to drive long-term leverage between 4x and
5x," S&P said.
S&P assesses Prime's management and governance (M&G) as weak. The
rating agency retains a one-notch negative adjustment to the
rating, reflecting its view that management and governance is
weaker than peers'. The company has a history of legal and
accounting difficulties that include large accounts receivable
write-offs that resulted in the need to restate financial
statements, and a whistleblower investigation about the company's
Medicare billing practices. The company paid a $65 million false
claims settlement in August 2018, and a $1.25 million settlement
for upcoding allegations in early 2019, with the CEO personally
paying part of each settlement. S&P also takes into account Prime's
heavy reliance on the CEO, who is also the founder and chairman.
Prime's profitability is highly dependent on state subsidy programs
Prime receives significant subsidy payments from several states
that are intended to offset the cost of treating uninsured or
low-income patients. These payments account for a significant
amount of the company's profitability and cash flow. Over the past
two years, these payments accounted for about a third of Prime's
EBITDA. Subsidies from the provider-fee program in California,
known as the California Hospital Quality Assurance program,
contributed about $40 million, or about 10% of total EBITDA in
2019. This will increase with the St. Francis acquisition. Any
adverse change to these state programs could hurt Prime's
profitability.
The stable outlook reflects S&P's expectation that Prime's weak
operating trends, highlighted by chronic patient volume declines
over the past several years, may stabilize given the steps it is
taking to revise its business strategy. It also reflects S&P's
expectation that ongoing business improvement efforts and
relatively low leverage will allow Prime to generate modestly
positive free operating cash flow (after accounting for
pass-through tax payments and lease obligations).
"We could lower the rating if the company's current steps to revise
its operating strategy to reduce its reliance on its emergency
rooms do not achieve much success and it continues to experience
significant patient volume declines. We believe the declines could
lead to weaker operating performance with lower margins and
persistent cash flow deficits. We could also lower the rating if
there is an adverse change in state subsidy programs, particularly
California's Hospital Quality Assurance Fee program. Under these
scenarios, we might call into question the sustainability of the
company's capital structure," S&P said.
"We could raise the rating if its strategy to stabilize patient
volumes is successful such that it appears likely to result in
better financial results. Under this scenario, we would expect
leverage to decline to around 4x and discretionary cash flow,
including all distributions and capital lease payments, total about
$40 million-$50 million," S&P said.
PROAMPAC PG: Moody's Assigns B2 to New First Lien Credit Facilities
-------------------------------------------------------------------
Moody's Investors Service assigned B2 ratings to ProAmpac PG
Borrower LLC's proposed $200 million 1st lien senior secured
revolving credit facility due 2025 and $1,465 million term due
2025. Moody's also affirmed ProAmpac's B3 Corporate Family Rating
(CFR) and B3-PD Probability of Default Rating (PDR). The B3 ratings
on the company's existing $125 million revolver due 2021 and $1,399
million 1st lien senior secured term loan due 2023 and the Caa2
rating its existing $215 million 2nd lien senior secured term loan
due 2024 were also affirmed and will be withdrawn at the close of
the transaction. The company is also issuing $360 million of 2nd
lien term loans due 2028 as part of the transaction, which will not
be rated by Moody's. The outlook is stable.
On October 14, 2020, ProAmpac announced the company was undertaking
a recapitalization transaction and both a debt finance dividend and
acquisition. Proceeds from the transaction will be used to finance
the acquisition (details undisclosed), repay the existing debt,
fund a $94 million distribution to existing shareholders, and pay
fees and expenses associated with the transaction. Pritzker Private
Capital (PPC) will also sell part of its equity stake to an
undisclosed co-investor, but will maintain majority ownership and
control of the board (undisclosed).
The affirmation of the B3 CFR reflects Moody's expectation that
credit metrics will benefit from higher margin new business,
completed cost cutting initiatives and management's pledge to
direct free cash flow to debt reduction over the next 18 months.
Moody's expects leverage to decrease to 6.5x by the end of 2021
from 7.6x at June 30, 2020 pro forma for the proposed transaction
including the acquisition. Free cash flow to debt is expected to
remain good at in excess of 2.5% and the company should benefit
from the use of NOLs to reduce taxes. Additionally, ProAmpac is
expected to have full availability under the new $200 million
revolver and significant cushion under the proposed covenants at
the close of the transaction.
The B2 rating on the new 1st lien senior secured facilities
reflects the increase in the amount of 2nd lien term loan ranked
below them and providing loss absorption in the event of a
default.
The stable outlook reflects Moody's expectation of a significant
improvement in credit metrics from higher margin new business,
completed cost cutting initiatives and the dedication of free cash
flow to debt reduction.
The ratings are subject to the receipt and review of the final
documentation.
Affirmations:
Issuer: ProAmpac PG Borrower LLC
Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed B3-PD
Gtd. Senior Secured 1st Lien Revolving Credit Facility, Affirmed B3
(LGD3)
Gtd. Senior Secured 2nd Lien Term Loan, Affirmed B3 (LGD3)
Gtd. Senior Secured 2nd Lien Term Loan, Affirmed Caa2 (LGD6)
Assignments:
Issuer: ProAmpac PG Borrower LLC
Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3)
Senior Secured 1st Lien Revolving Credit Facility, Assigned B2
(LGD3)
Outlook Actions:
Issuer: ProAmpac PG Borrower LLC
Outlook, Remains Stable
RATINGS RATIONALE
Weaknesses in ProAmpac's credit profile include high leverage, an
aggressive financial policy and a lack of long-term customer
contracts for 50% of the business (lowers switching costs for
customers). Average lags on the raw material cost pass-throughs are
60-90 days, which leaves the company exposed to changes in volumes
before increases in costs can be passed through. ProAmpac also has
some exposure to cyclical end markets including retail, office and
industrial (25% of revenue).
Strengths in the company's credit profile include a high percentage
of sales in relatively stable end markets including food and
beverage, lawn and garden, e-commerce, and healthcare (75% of
sales). ProAmpac has long term relationships with customers
including many blue-chip names, which provides some stability to
revenues. The company's continued focus on higher margin products
and stable end markets is expected to drive growth and margin
improvement over the long-term.
Governance risks are heightened given ProAmpac's private equity
ownership, which carries the risk of an aggressive financial
policy, which could include additional debt funded acquisitions or
dividends. The proposed transaction includes a debt financed
dividend and acquisition. Additionally, the company has undertaken
multiple debt financed acquisitions and repurchased shares from
departing managers with free cash flow under the current sponsor.
ProAmpac's projected good liquidity over the next four quarters
reflects Moody's expectation of good free cash flow and full
availability under the proposed $200 million revolving credit
facility. Moody's expects free cash flow to benefit from higher
margin new business, completed cost cutting initiatives, and the
elimination of one-time charges. ProAmpac should also benefit from
the use of NOLs to reduce cash taxes. The only financial covenant
for the revolver is a springing first lien net leverage ratio of
8.25 times, which applies only when outstanding borrowings exceed
35% of revolver commitments.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The rating could be downgraded if ProAmpac fails to achieve the
significant improvement in credit metrics projected or if
management fails to use free cash flow to pay down debt. Additional
debt financed acquisitions or any deterioration in liquidity could
also prompt a downgrade. Specifically, the rating could be
downgraded if:
-- Total adjusted debt to EBITDA does not decline below 6.5
times
-- EBITDA to interest coverage is below 2.0 times
-- Free cash flow to debt is below 2.5%
An upgrade would also be dependent upon a significant improvement
in credit metrics, less aggressive financial policies and the
maintenance of good liquidity. Specifically, the ratings could be
upgraded if:
-- Total adjusted debt to EBITDA is below 5.75 times
-- EBITDA to interest coverage is above 3.0 times
-- Free cash flow to debt is above 3.5%
Headquartered in Cincinnati, Ohio, ProAmpac is a manufacturer of
flexible plastic packaging products serving customers primarily in
the food, retail, healthcare and industrial end markets.
Approximately 93% of sales are generated in North America and 7%
internationally. Primary raw materials are resin (LDPE, HDPE,
polypropylene, PET), paper, foil, film and fabric. Sales for the
twelve months ended June 30, 2020 totaled approximately $1.39
billion. ProAmpac is majority owned and controlled by PPC Partners
and does not publicly disclose financial information.
The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass and Plastic Containers Methodology
published in September 2020.
PROAMPAC PG: S&P Affirms 'B-' ICR on Recapitalization
-----------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on
ProAmpac PG Intermediate LLC, which is pursuing a $3.6 billion debt
and equity recapitalization that includes $1.3 billion of new
equity invested and Pritzker Private Capital maintaining control of
company. The outlook is stable.
ProAmpac plans to expand its revolving credit facility to $200
million (undrawn at close) and issue $114.4 million of incremental
first-lien term loan and $360 million of second-lien notes
(unrated) as part of the recapitalization. Proceeds from the equity
investment and incremental debt will be used to fund the
recapitalization, fully redeem its second-lien term loan, pay down
revolver borrowings, and fund acquisitions.
Meanwhile, S&P affirmed its 'B-' issue-level rating and '3'
recovery rating on the company's pro forma senior secured credit
facilities, which comprise a $200 million revolving credit facility
and $1.465 billion first-lien term loan.
S&P said, "The stable outlook reflects our expectation that
continued growth in ProAmpac's underlying business and
contributions from acquisitions should support improvements in
leverage to around 7x over the next 12 months."
"ProAmpac's business fundamentals have been resilient, and we
expect further improvement. Its performance has been positive
despite the challenging macroeconomic environment stemming from the
coronavirus pandemic. The market backdrop has provided a tailwind,
as the shift to stay-at-home consumption help drive notable growth
in e-commerce, food services, lawn and garden, pet care, and dry
food. In addition, the company's new business initiatives seem to
be contributing with year-to-date sales growth of 6.6% through
September. We view these new business wins as sustainable given the
customer-specific customization and qualification processes
associated with such opportunities."
"We believe ProAmpac has runway for additional organic growth. It
has a sizable pipeline (over $800 million) of new business
prospects with new and current customers. With a notable pickup in
conversion rates compared to prior years, we believe these
opportunities should continue to drive organic volume growth over
the next 12 months."
"Pro forma leverage remains high but manageable within the rating.
The proposed recapitalization will add an incremental $259 million,
or roughly a turn, of debt such that we estimate pro forma leverage
will be just below 8x for fiscal year-end 2020. While ProAmpac's
credit will weaken with the incremental debt, we believe its
capital structure remains manageable within the rating, with little
liquidity concerns. We estimate ongoing pro forma debt service
obligations will be around $130 million per year, which it should
meet with operating cash flows. Furthermore, we expect continued
growth in ProAmpac's underlying business and contributions from
future acquisitions will enable it to reduce debt leverage to
around 7x by the end of fiscal 2021."
"We do not expect rating upside unless the company and its
financial sponsor commit to more conservative financial policies.
We expect continued improvement in ProAmpac's operating performance
over the next 12 months such that leverage falls to around 7x by
the end of fiscal 2021. We are also cognizant of the company's
aggressive financial policies that have resulted in extremely
elevated credit metrics the last several years. As such, we believe
rating upside is restrained unless the company and its financial
sponsor commit to financial policies that will support leverage
around 7x on a sustained basis, including restructuring,
acquisitions, or shareholder rewards."
"The stable outlook reflects our expectation that new business wins
and an ongoing conversion of ProAmpac's sales pipeline will drive
continued sales and EBITDA growth. The company should deleverage to
about 7x over the next 12 months post recapitalization."
S&P could lower its ratings on ProAmpac if:
-- Deteriorating operating performance constrains its liquidity
position such that interest coverage falls below 1.5x;
-- The company's cash flow are insufficient to meet ongoing debt
obligations;
-- It generates negative free cash flows; or
-- Its springing senior net leverage covenant is triggered, with
no near-term prospects for a remedy.
Although unlikely, S&P could raise its ratings on ProAmpac if:
-- Sustained improvement in operating performance improves
leverage to around 7x on a sustained basis. This could occur if
company reaches our base case expectations by fiscal year-end 2021;
or
-- The company and its sponsor commit to maintaining financial
policies sufficient that support a higher rating, including
potential leverage events, shareholder rewards, or acquisitions.
RALSTON GA: S&P Withdraws 'D' Rating on 2014A Revenue Bonds
-----------------------------------------------------------
S&P Global Ratings withdrew its 'D' long-term rating on Columbus
Downtown Development Authority, Ga.'s series 2014A senior housing
rental revenue bonds, issued for Ralston GA LLC's Ralston Towers
Project.
This withdrawal follows more than 30 days since the rating was
downgraded to 'D' due to missed principal and interest payments on
June 1, 2020. As of Oct. 16, 2020, no remedies have been
implemented regarding the missed payments. Given the history and
current circumstances of the project, S&P believes it is unlikely
the rating will be raised and have withdrawn them according to its
policies.
The bond proceeds were originally used for the acquisition,
rehabilitation, and equipping of a 269-unit senior housing rental
facility in Columbus. The rating on the bonds was lowered to 'D'
from 'CC' in June 2020.
REVLON CONSUMER: Amends Citibank Credit Facilities
--------------------------------------------------
Revlon Consumer Products Corporation, the direct wholly-owned
operating subsidiary of Revlon, Inc., entered into the Amendment
No. 5 to the Asset-Based Revolving Credit Agreement, originally
dated as of Sept. 7, 2016, by and among Products Corporation, as
borrower, Revlon, certain local borrowing subsidiaries from time to
time party thereto, certain lenders and issuing lenders party
thereto and Citibank, N.A., as administrative agent, collateral
agent, issuing lender and swingline lender.
The Fifth Amendment amends and restates the Credit Agreement to add
a new Tranche B consisting of $50,000,000 aggregate principal
amount of "first-in, last-out" Tranche B term loans. The Fifth
Amendment also requires Products Corporation to maintain Excess
Availability (as defined in the Amended Credit Agreement) of at
least $85,000,000 from the Effective Date until the transactions
contemplated by the Exchange Offer are consummated. As a result,
Products Corporation repaid $35,000,000 of Tranche A loans under
the Amended Credit Agreement.
On the Exchange Offer Effective Date, As-Adjusted Liquidity must be
at least $175,000,000 and Products Corporation cannot hold more
than $100,000,0000 in cash or Cash Equivalents (as defined in the
Amended Credit Agreement). Furthermore, the Fifth Amendment
provides that a reserve of $30,000,000 will be automatically and
immediately established against the Tranche A Borrowing Base (as
defined in the Amended Credit Agreement) if the results of ongoing
appraisals and field exams are not delivered to the administrative
agent prior to the occurrence of certain specified defaults.
The Tranche B Term Loans, or ABL FILO Term Loans, will be provided
to eligible holders of Products Corporation's 5.75% Senior Notes
due Feb. 15, 2021 who validly tender their Notes as part of
Products Corporation's previously-announced exchange offer and
consent solicitation pursuant to which Products Corporation is
offering to exchange any and all of its outstanding $342,785,000
aggregate principal amount of Notes for, at the holder's option,
consideration consisting of (i) cash or (ii) if the holder is an
Eligible Holder, a combination of cash, Tranche B Term Loans and
New BrandCo Second-Lien Term Loans (as defined in the Offering
Memorandum), on the terms set forth in the Amended and Restated
Offering Memorandum and Consent Solicitation Statement, dated Oct.
23, 2020. The Exchange Offer will expire on Nov. 10, 2020, subject
to earlier termination, withdrawal or extension by the Company at
its sole and absolute discretion.
The Tranche B Term Loans will rank equal in right of payment with
all existing and future unsubordinated indebtedness of Products
Corporation and the guarantors under the Amended Credit Agreement.
The Tranche B Term Loans will rank junior in right of payment to
the existing Tranche A Revolving Loans. The Tranche B Term Loans
will mature six months after the maturity date of the Tranche A
Loans (and any extension thereof in part or in whole). The Tranche
B Term Loans will bear interest at a rate of LIBOR (subject to a
1.75% floor) plus 8.50% per annum. Interest on the Tranche B Term
Loans will accrue from the settlement date or early settlement date
of the Exchange Offer, as applicable.
The borrowing base for the Tranche B Term Loans consists of an
advance rate of 100% of eligible collateral with a customary push
down reserve. The collateral for the Tranche B Term Loans consists
of: (i) a first-priority lien on accounts receivable, inventory,
cash, negotiable instruments, chattel paper, investment property
(other than capital stock), equipment and real property of Products
Corporation and the subsidiary guarantors, subject to customary
exceptions and (ii) a second-priority lien on substantially all
tangible and intangible personal property of Products Corporation
and the subsidiary guarantors, subject to customary exclusions
(other than the Priority Collateral).
Products Corporation will pay customary fees to Alter Domus (US)
LLC as the administrative agent for the New Tranche B Term Loan
Facility.
The effectiveness of the New Tranche B Term Loan Facility was
subject to customary conditions precedent, including customary
certificates, legal opinions and representations and warranties.
Except as to maturity date, interest, borrowing base and
differences due to their nature as term loans, the terms of the New
Tranche B Term Loans are otherwise substantially consistent with
the Tranche A Revolving Loans.
About Revlon
Revlon, Inc. (together with its subsidiaries) conducts its business
exclusively through its direct wholly-owned operating subsidiary,
Revlon Consumer Products Corporation, and its subsidiaries. The
Company manufactures, markets and sells an extensive array of
beauty and personal care products worldwide, including color
cosmetics; fragrances; skin care; hair color, hair care and hair
treatments; beauty tools; men's grooming products; anti-perspirant
deodorants; and other beauty care products.
Revlon Inc. and its subsidiaries reported a net loss of $157.7
million for the year ended Dec. 31, 2019, compared to a net loss of
$294.2 million for the year ended Dec. 31, 2018.
* * *
As reported by the TCR on May 12, 2020, Moody's Investors Service
affirmed Revlon's Corporate Family Rating at Caa3. The affirmation
of the Caa3 CFR with a negative outlook reflects that the
transaction will meaningfully increase the company's cash interest
cost at a time when Revlon will continue to generate negative free
cash flow.
RIVOLI & RIVOLI: Seeks to Hire Carey Transition as Appraiser
------------------------------------------------------------
Rivoli & Rivoli Orthodontics, P.C. seeks approval from the U.S.
Bankruptcy Court for the Western District of New York to hire Carey
Transition Consulting, L.L.C. as its appraiser
The Debtor selected the firm to conduct an appraisal of its dental
practices and to provide related services, including consulting
with the Debtor and its secured creditors and providing any court
testimony should that be needed.
The firm will be paid by the Debtor a sum of $2,500 flat fee to
perform its initial appraisal.
Jonathan Carey, D.M.D. of Carey Transition 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:
Jonathan S. Carey, D.M.D.
Carey Transition Consulting, L.L.C.
23 Sunleaf Dr
Penfield, NY, 14526-9551
Telephone: (585) 787-4107
About Rivoli & Rivoli Orthodontics P.C.
Rivoli & Rivoli Orthodontics, P.C. offers orthodontic services with
locations in Spencerport, Rochester, Webster, and Brockport, N.Y.
Visit http://www.rivoliortho.comfor more information.
Rivoli & Rivoli Orthodontics filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No.
19-20627) on June 21, 2019. In the petition signed by Peter S.
Rivoli, president, the Debtor estimated $233,492 in assets and
$1,778,831 in liabilities.
Daniel F. Brown, Esq., at Andreozzi Bluestein LLP, is the Debtor's
counsel.
ROOFTOP GROUP: Court Confirms Exit Plan
---------------------------------------
Judge Mark X. Mullin entered findings of fact and conclusions of
law and order confirming the Plan of Reorganization/Liquidation of
Rooftop Group International Pte. Ltd., Rooftop Group Services (US),
Inc. and Rooftop Group USA, Inc. pursuant to Chapter 11 of the
Bankruptcy Code proposed by the Official Committee of Unsecured
Creditors and the Chapter 11 Trustee.
In addition to Administrative Claims and Priority Tax Claims, which
need not be classified, the Plan designates three Classes of Claims
and one Class of Interests. Classes 2 and 3 have all accepted the
Plan pursuant to section 1126(c) of the Bankruptcy Code. Class 1,
which is Unimpaired, is conclusively presumed to have accepted the
Plan under section 1126(f) of the Bankruptcy Code. Thus, the
requirements of section 1129(a)(8) of the Bankruptcy Code have been
satisfied.
Classes 2 and 3, therefore, qualify as impaired accepting Classes
and, without considering Class 4 (Interests), satisfy the
requirements of section 1129(a)(10) of the Bankruptcy Code.
The Plan Of Rooftop Group International, et al. is approved and
confirmed pursuant to section 1129 of the Bankruptcy Code.
Counsel for the Creditors' Committee:
Judith W. Ross
Rachael L. Smiley
ROSS & SMITH, PC
700 North Pearl Street, Suite 1610
Dallas, Texas 75201
Telephone: 214-377-7879
Facsimile: 214-377-9409
Email: judith.ross@judithwross.com
rachael.smiley@judithwross.com
- and -
James E. Van Horn
BARNES & THORNBURG LLP
1717 Pennsylvania Avenue NW, Suite 500
Washington, DC 20006-4623
Telephone: 202-371-6351
Facsimile: 202-289-1330
Email: jvanhorn@btlaw.com
About Rooftop Group Int'l
Rooftop Group International Pte. Ltd. is a private limited company
organized under the laws of Singapore. It was formed to hold
certain intellectual property assets, including registered
trademarks and patents, relating to the manufacture and sale of
hobby-grade drones under the name Propel RC(R). At present, it has
no operations and has no employees, and its remaining assets are
composed almost entirely of certain patents, trademarks, and other
intellectual property. In addition, it licenses certain of its
trademarks to Amax Industrial Group China Co, Ltd., under a
nonexclusive license agreement.
Certain of Rooftop Group's prepetition secured creditors commenced
collection actions against the Debtor in Singapore courts
pertaining to prepetition debt obligations under which the Debtor
was either a primary obligor or guarantor. The Debtor's
intellectual property assets are not encumbered by any lien or
security interest; however, a portion of the outstanding equity in
the Debtor is pledged to secure repayment of certain of the
Debtor's prepetition obligations and certain prepetition creditors
assert liens on certain asset classes other than intellectual
property.
To preserve the value of its intellectual property assets for the
benefit of all its unsecured creditors, on April 30, 2019, the
Debtor filed a voluntary petition for relief under chapter 11 of
the Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-31443). In the
petition signed by Darren Matloff, director, the Debtor was
estimated to have $1 million to $10 million in assets and $50
million to $100 million in liabilities.
The Hon. Harlin DeWayne Hale oversees the case.
The Debtor is represented by Reed Smith LLP.
The Office of the U.S. Trustee on June 13, 2019, appointed three
creditors to serve on an official committee of unsecured creditors
in the Chapter 11 case. The committee is represented by Barnes &
Thornburg LLP.
RORA LLC: Proposes a $3.5M Sale of New York Property at Auction
---------------------------------------------------------------
Rora, LLC, asks the U.S. Bankruptcy Court for the Eastern District
of New York to authorize the sale of its commercial condominium
unit known as Unit A located at 404 East 79th Street, New York, New
York, Block 1473, Lot 1001, to the prevailing bidder at auction for
the minimum sale price of $3.5 million, subject to higher and
better offers, free and clear of all liens, encumbrances and
interests.
The Debtor is the fee owner of the Property which is operated by an
affiliate of the Debtor as a parking garage. The Property is
presently encumbered by, at a minimum, a first mortgage lien held
by 404 East 79th Street Lender, LLC in the asserted amount of
$1,905,038 and a lien for unpaid common charges held by the Board
of Managers of Hampton House Condominium in the asserted amount of
$177,453. The Debtor also owes real estate taxes in connection
with the Property presently totaling approximately $300,000.
Pursuant to the Confirmation Order and Plan, the Debtor and the
Court set a deadline of Feb. 18, 2020 for the Debtor to sell or
refinance the Property in an amount sufficient to pay all claims in
full as filed. The Sale Deadline was extended periodically by the
Court with the consent of the main creditors in the case. However,
the Debtor ultimately missed that deadline. On Sept. 22, 2020, the
Court entered an order directing the Debtor to comply with the
Plan. By the Motion, the Debtor is moving forward with the sale
process.
Both prior to and after the Petition Date, the Debtor, with the
assistance of its professionals (including Avison Young – New
York, LLC, which was retained as the Debtor's exclusive real
estate broker), has been working to find a suitable purchaser for
the Property in the hopes of obtaining a purchase offer which would
generate sufficient funds to satisfy the liens and obligations
against the Property and result in a distribution to unsecured
creditors.
By the application, the Debtor asks approval of the sale of the
Property to the prevailing bidder at auction, for the minimum sale
price of $3.5 million, subject to higher and better offers, free
and clear of all liens, encumbrances and interests. The Debtor
believes that the proceeds of the sale of the Property at auction
will be sufficient to satisfy all of its pre and post-Petition Date
obligations as provided for under the Plan. Accordingly, the
Debtor believes that a sale of the Property to the Purchaser would
be fair and reasonable and that approval thereof would be
appropriate under the circumstances.
Any affiliation of the Purchaser with the Debtor or any insider of
the Debtor will be disclosed. Other than the Debtor and the
Purchaser, no other individuals or entities stand to benefit from
the proposed sale. Any proposed sale of the Property to the
Purchaser will have been fully and adequately negotiated with the
assistance of independent counsel. Thus, the Debtor avers that the
proposed sale of the Property to the Purchaser will be at
arms'-length.
The auction sale of the Property remains subject to any higher or
better offers. As such, simultaneously with its filing of the
Application, the Debtor is filing a separate motion with the Court
asking the entry of an Order, establishing bidding and noticing
procedures, and scheduling auction and hearing dates, in connection
with the Debtor's proposed sale of the Property.
The Debtor respectfully submits that the proposed sale of the
Property to the highest bidder at auction represents a sound
exercise of its business judgment and that consummation thereof
would be in the best interests of the estate.
About RORA LLC
RORA LLC, a New York limited liability company organized in March
2011, owns and operates a parking garage located at 404 E. 79th
Street, Manhattan, New York.
RORA LLC, based in Brooklyn, NY, filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 19-40354) on Jan. 21, 2019. In the
petition signed by Robert Litwin, manager, the Debtor was estimated
to have $1 million to $10 million in both assets and liabilities.
Lawrence F. Morrison, Esq., at Morrison Tenenbaum, PLLC, serves as
bankruptcy counsel to the Debtor, and Pick & Zabicki LLP, is
special transaction counsel.
On Jan. 7, 2020, the Court entered an Orde confirming the Debtor's
Plan of Reorganization.
ROVIG MINERALS: Unsecures to Be Paid From Litigation Trust
----------------------------------------------------------
Rovig Minerals, Inc., made immaterial modifications to its Second
Amended Joint Chapter 11 Plan of Liquidation on July 15, 2020, and
Aug. 24, 2020.
All cash shall be distributed as follows and on a pro rata basis
within each class:
* First, in payment in full of Allowed but unpaid Chapter 11
Administrative Expense Claims and any Ordinary Course of Business
Tax Liabilities owed to the State of Louisiana, including, but not
limited to, 2020 Louisiana Corporate Tax. The remaining roughly
$225,000 balance owed to Golden Hawk after the Closing Date shall
remain entitled to super-priority over and above all other such
unpaid Chapter 11 Administrative Expense Claims and Ordinary Course
of Business Tax Liabilities which accrue after the Effective Date;
* Second, in payment in full of Allowed Class 1a
Claims(Non-Tax Priority Claims) that have voted to reject the plan
* Third, pro rata distributions in payment in full of Allowed
Class 1(a) Claims that voted to accept the plan and in payment in
full of all Allowed Class 1b Claims, provided that,(i) in the event
the Allowed Priority Tax Claims are not paid on the Effective Date,
post-Effective Date interest shall be paid on LDR's Allowed
Priority Tax Claims, as required by 11 U.S.C. Sec. 1129(a)(9)(C) at
the rate required by 11 U.S.C. Sec. 511, and (ii) the final
distribution from the Litigation Trust on LDR's Allowed Priority
Tax Claims shall be paid no later than five years from the date of
the order for relief in this case (10/21/2024).
Class 7 general unsecured claims are impaired. Each member of
Class 7 will be entitled to vote to accept or reject this Plan on
account of its general unsecured claim. The Litigation Trust
reserves the right to object to allowance or classification of any
Class 7 Claims. Holders of Allowed Class 7 Claims will receive one
or more Distributions in accordance with Section 6.3 of the Plan as
beneficiaries of the Litigation Trust and will share pro rata any
Net Litigation Proceeds distributed by the Litigation Trust.
A full-text copy of the Second Amended Joint Chapter 11 Plan of
Liquidation dated August 24, 2020, is available at
https://tinyurl.com/y26g8bs9 from PacerMonitor.com at no charge.
Attorneys for Dwayne M. Murray, Chapter 11 Trustee of Rovig
Minerals, Inc. and Rovig Minerals, LLC of MT:
TAYLOR, PORTER, BROOKS & PHILLIPS LLP
8th Floor
450 Laurel Street (70801)
Post Office Box 2471
Baton Rouge, Louisiana 70821
About Rovig Minerals
Rovig Minerals, Inc. -- http://www.rovigminerals.com/-- was
founded in 1980 in Billings, Mont., to pursue exploration and
development of mineral, oil and gas projects around the world.
On Sept. 25, 2019, creditors FDF Energy Services LLC, Tri-City
Services Inc., Oil Country Tubular Corp., DH Rock Bit Inc., Aldonsa
Inc. filed an involuntary Chapter 11 petition against the Debtor
(Bankr. W.D. La. Case No. 19-51133). The creditors are represented
by Michael A. Crawford, Esq., at Taylor, Porter, Brooks &
Phillips.
On Oct. 18, 2019, the Debtor and the Petitioning Creditors signed a
joint stipulation to convert the involuntary to a voluntary chapter
11 and for entry of a consent order for relief pursuant to 11
U.S.C. Sec. 303(h)(1).
The case is assigned to Judge John W. Kolwe.
The Debtor tapped H. Kent Aguillard, Esq., and Caleb Aguillard,
Esq., as its bankruptcy attorneys.
RUBEN J. RODRIGUEZ: E&J Rocky Buying Fort Lupton Property for $1.1M
-------------------------------------------------------------------
Ruben J. Rodriguez asks the U.S. Bankruptcy Court for the District
of Colorado to authorize the sale of the real property and
improvements located at 13015 County Road 16, Fort Lupton,
Colorado, to E&J Rocky Mountain Properties, LLC for $1.1 million,
pursuant to their Contract to Buy and Sell Real Estate (Commercial)
dated Sept. 28, 2020.
The Debtor owns and leases several non-residential real properties
located at Fort Lupton Property and 125 8th Avenue, Greeley,
Colorado. During the course of his Chapter 11 case, the Debtor was
leasing the Fort Lupton Property to a commercial tenant. However,
the lease of the Fort Lupton Property recently terminated by its
own terms, and the Debtor has elected to sell the Fort Lupton
Property.
On Sept. 3, 2020, the Debtor filed his Amended Plan of
Reorganization. The Amended Plan is currently pending before the
Court, and a hearing on confirmation of the Amended Plan is set for
Oct. 14, 2020. As set forth in the Amended Plan and the Amended
Disclosure Statement to Accompany the Amended Plan, the sale of the
Fort Lupton Property is the main source of funding payments to
creditors.
The Debtor's Broker, REFCO Realty, Inc., has been actively engaged
in marketing the Fort Lupton Property for sale, including listing
the Fort Lupton Property on LoopNet and showing the Fort Lupton
Property to interested parties. In connection with the marketing
of the Fort Lupton Property, the Debtor has entered into the
Contract. The Sale Contract provides for the sale of the Fort
Lupton Property to E&J Rocky Mountain Properties, LLC, or such
entity as to whom the Sale Contract may be assigned for the
purposes of completing a 1031 exchange for a purchase price of $1.1
million.
The Sale Contract also provides as follows: (i) $50,000 earnest
money deposit to be paid on Sept. 30, 2020; (ii) payment of the
remaining $1.05 million at closing; (iii) Court approval of the
sale by Oct. 30, 2020; (iv) Inspection to be completed by No. 2,
2020; (v) closing to be completed on Nov. 12, 2020, subject to
Court approval; and (vi) in the event the sale is not approved by
the Court and terminates, the Debtor will be obligated to reimburse
the Buyer up to $5,000 for actual out of pocket due diligence
costs, included but not limited to surveys, reports, and
inspections.
The sale to the Buyer is a cash transaction, and is not contingent
on the Buyer obtaining financing. The Purchase Price will be used
to pay costs of closing, including commissions owed to the broker,
and then the effectuate the terms of the Amended Plan. As set
forth, certain lienholders are anticipated to be paid at or near
the time of closing on the sale of the Fort Lupton Property.
The Debtor asks that the sale of the Fort Lupton Property be free
and clear of all liens, claims, and encumbrances except those
expressly assumed and assigned. As set forth in the Amended Plan,
the Fort Lupton Property is encumbered by the following liens,
claims, or encumbrances: (i) Deed of Trust in favor of TBK Bank in
the amount of approximately $720,000; (ii) Judgment Lien in favor
of EOS CCA in the amount of $987; (iii) Judgment Lien in favor of
LVNV Funding in the amount of $2,051; (iv) Judgment Lien in favor
of Professional Finance Company in the amount of $6,292; (v)
Judgment Lien in favor of Asset Acceptance in the filed amount of
$14,044; and (vi) Disputed Judgment Lien of Stellar Restoration
Services.
Subject to confirmation of the Amended Plan, the Debtor has
proposed the following payments to the holders of secured claims
upon sale of the Fort Lupton Property or within the first 60 days
following confirmation: () payment in full of TBK Bank's claim;
(ii) payment in full of EOS CCA's claim; (iii) Payment in full of
LVNV's claim; (iv) payment in full of Professional Finance Co.'s
claim; (v) payment to Asset Acceptance of $12,000; and (vi) payment
to Stellar Restoration Services of $70,000.
If the Debtor's Plan is confirmed on Oct. 14, 2020, the amounts set
forth above will be paid at closing on the sale of the Fort Lupton
Property. If not, or if a dispute arises as to the nature or
amount of a claim, the sale proceeds will be placed into an escrow
account subject to existing liens in the same nature, extent, and
priority. The funds will remain in such escrow account pending
confirmation of a Plan of Reorganization or further order from the
Court.
The sale of the Fort Lupton Property is in the best interests of
the Debtor, his estate, and his creditors. The sale of the Fort
Lupton Property will generate sufficient funds to effectuate the
terms of the Amended Plan.
To ensure that the closing can occur unimpeded, the Debtor further
asks a waiver of the 14-day stay of an Order granting the Motion
and authorizing the sale in accordance with Fed. R. Bankr. P.
6004(h).
A copy of the Contract is available at https://tinyurl.com/y5t28hrg
from PacerMonitor.com free of charge.
Ruben J. Rodriguez sought Chapter 11 protection (Bankr. D. Colo.
Case No. 19-15325) on June 20, 2019. The Debtor tapped Lee M.
Kutner, Esq., as counsel. On Sept. 21, 2020, the Court appointed
REFCO Realty, Inc., as broker.
RUBIO'S RESTAURANTS: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------------
Lead Debtor: Rubio's Restaurants, Inc.
Rubio's Coastal Grill
Rubio's Fresh Mexican Grill
Rubio's
2200 Faraday Avenue, Suite 250
Carlsbad, CA 92008
Business Description: The Debtors are operators and
franchisors of approximately 170 limited
service restaurants in California,
Arizona, and Nevada under the Rubio's
Coastal Grill concept. Visit
www.rubios.com for more information.
Chapter 11 Petition Date: October 26, 2020
Court: United States Bankruptcy Court
District of Delaware
Four affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Rubio's Restaurants, Inc. (Lead Case) 20-12688
MRRC Hold Co. 20-12689
Rubio's Restaurants of Nevada, Inc. 20-12690
Rubio's Incentives, LLC 20-12691
Judge: Hon. Mary F. Walrath
Debtors'
General
Bankruptcy
Counsel: Gregg M. Galardi, Esq.
Cristine Pirro Schwarzman, Esq.
Andrew E. Glantz, Esq.
ROPES & GRAY LLP
1211 Avenue of the Americas
New York, New York 10036
Tel: (212) 596-9000
Fax: (212) 596-9090
E-mail: gregg.galardi@ropesgray.com
cristine.schwarzman@ropesgray.com
andrew.glantz@ropesgray.com
Debtors'
Delaware
Counsel: M. Blake Cleary, Esq.
Edmon L. Morton, Esq.
Ryan M. Bartley, Esq.
Betsy L. Feldman, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square, 1000 North King Street
Wilmington, Delaware 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
E-mail: mbcleary@ycst.com
emorton@ycst.com
rbartley@ycst.com
bfeldman@ycst.com
Debtors'
Restructuring
Advisor: MACKINAC PARTNERS LLC
Debtors'
Investment
Banker: GOWER ADVISERS
Debtors'
Real Estate
Advisor: B. RILEY FINANCIAL, INC.
Debtors'
Notice,
Claims,
Solicitation &
Balloting Agent: BANKRUPTCY MANAGEMENT SOLUTIONS, INC.
D/B/A STRETTO
https://cases.stretto.com/Rubios/court-docket/
Estimated Assets
(on a consolidated basis): $50 million to $100 million
Estimated Liabilities
(on a consolidated basis): $100 million to $500 million
The petitions were signed by Melissa Kibler, chief restructuring
officer.
A copy of Rubio's Restaurants' petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/E2XSAFI/Rubios_Restaurants_Inc__debke-20-12688__0001.0.pdf?mcid=tGE4TAMA
List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Sunwest Bank PPP Loan $10,000,000
500 N. Brand Blvd
Suite 1750
Glendale, CA 91203
Attn: Robert Engle
Tel: 818-697-7010
Fax: 562-895-5000
Email: rengle@sunwestbank.com
2. Southwest Traders Trade $3,242,373
Incorporation
27565 Diaz Road
Temecula, CA 92590
Attn: Terence Walsh & Kenny Smith
Tel: 951-676-2559
Email: terancew@southwesttraders.com;
kennys@southwesttraders.com
3. Internal Revenue Service CARES Act- $2,475,755
2970 Market St Payroll Tax
Philadelphia, PA 19104 Deferral
Centralized Insolvency Operation
Tel: 215-222-8200
Fax: 855-235-6787
4. State of California Sales Tax $1,446,516
450 N Street, Mic 121
Sacramento, CA 94279-0121
State Board of Equalization
Tel: 800-807-6755
Email: StateInfo@state.ca.gov
5. AZ Department of Revenue Sales Tax $222,625
1600 West Monroe Street
Phoenix, AZ 85007
Attn: Robert Ryan
Tel: 602-716-7070
Fax: 602-542-2072
Email: VDA@azdor.gov
6. Orange City Mills L.P. Rent $183,945
Attn: Trey Peckenpaugh
399 Park Avenue, 29th Floor
New York, NY 10022
c/o Simon Property Group, Inc.
Tel: 212-746-9612;
317-636-1600
Email: trey.peckenpaugh@simon.com
7. San Diego Gas & Electric Utilities $170,538
8326 Century Park Court
San Diego, CA 92123
Attn: A.J. Moreno
Tel: 619-654-8720
Fax: 858-654-1256
8. Shops at Mission Viejo, LLC Rent $161,479
Attn: Trey Peckenpaugh;
Dan Seabaugh
399 Park Avenue, 29th Floor
New York, NY 10022
c/o Simon Property Group, Inc.
Tel: 212-746-9612;
317-636-1600
Email: trey.peckenpaugh@simon.com;
dseabaugh@simon.com
9. Cole Mt San Jose, CA, LP Rent $137,882
2398 E. Camelback Road, 4th Floor
Phoenix, AZ 85016
Attn: Brian McGlynn
Tel: 602-778-8700;
323-860-4900
Email: dbenavente@arcpreit.com
10. Simon Property Group LP Rent $137,028
Attn: Trey Peckenpaugh
399 Park Avenue, 29th Floor
New York, NY 10022
c/o Simon Property Group, Inc.
Tel: 212-746-9612;
317-636-1600
Email: trey.peckenpaugh@simon.com
11. Capref Paseo LLC Rent $134,324
Attn: Deana Doetzl
300 E Colorado Blvd
Suite 213
Pasadena, CA 91101-2269
c/o The Paseo
Tel: 626-795-8891
Email: deana.doetzl@thepaseopasadena.com
12. Brokaw Ventures II LLC Rent $132,856
Attn: David B Dollinger;
Tia Fisher
555 Twin Dolphin Drive
Suite 600
Redwood City, CA 94065
c/o Dollinger Properties
Tel: 650-508-8666;
408-660-7680
Email: tia@dollingerproperties.com
13. Freehold Chandler Trust LLC Rent $130,836
Attn: Brea Williams
Chandler Fashion Center
401 Wilshire Blvd., Suite 700
Santa Monica, CA 90401
c/o The Macerich Company
Tel: 602-953-6200;
310-394-6000
Email: breanna.williams@macerich.com
14. Fashion Valley Mall LLC Rent $126,599
Attn: Trey Peckenpaugh
399 Park Avenue, 29th Floor
New York, NY 10022
c/o Simon Property Group, Inc.
Tel: 212-746-9612;
317-636-1600
Email: trey.peckenpaugh@simon.com
15. Reliable Investment Company, LLP Rent $125,580
1528 Wazee St
Denver, CO 80202
c/o C21 LLP
Tel: 303-623-0200
Fax: 303-454-5401
Email: doug@antonoff.com
16. Hart Pacific Commons LLC Rent $123,076
Attn: Jennifer Duarte
21 E Victoria St
Santa Barbara, CA 93101
c/o Nassau Land Company II, LP
Tel: 510-770-9798
Email: jduarte@vestar.com
17. Flatiron Property Rent $120,944
Holding, LLC
Attn: Kim Campbell
401 Wilshire Blvd., Suite 401
Santa Monica, CA 90401
c/o The Macerich Company
Tel: 310-394-6000;
720-887-9900
Email: kim.campbell@macerich.com
18. Southern California Utilities $116,890
Edison
2244 Walnut Grove Avenue
PO Box 800
Rosemead, CA 91770
Attn: Julia A. Mosel, Esq.
Tel: 626-302-6789
Email: julia.mosel@sce.com
19. UTC Venture LLC Rent $115,464
Attn: Lin Corbin 11601
Wilshire Blvd.
Los Angeles, CA 90025
c/o Westfield Corporation
Tel: 858-546-8858;
858-453-2930
lcorbin@us.westfield.com
20. Roseville Shoppingtown, LLC Rent $111,489
Attn: Jeff Richardson
1173 Galleria Blvd., Ste. P210-B
Roseville, CA 95678
c/o Westfield Corporation
Tel: 310-478-4456;
916-787-2081
jeff.richardson@urw.com
21. US Foods Culinary Trade $111,362
Equipment & Supplies LLC
5353 Nathan Ln N
Plymouth, MN 55442
Attn: John Friede
Tel: 800-486-4636 Ext 2052;
847-720-8000
Email: John.Friede@usfoods.com
22. US Foodservice Trade $110,863
Department 01680
300 Lawrence Dr
Livermore, CA 94550
Attn: Brad Fisher
Tel: 800-365-7238
Email: brad.fisher@usfood.com
23. Griffin Partners III - 200 Rent $109,670
Union, LP
Attn: Colleen Prescott
1999 Broadway, Suite 3225
Denver, CO 80202
c/o Jester Gibson & Moore, LLP
Tel: 303-377-7888
Fax: 303-377-7075
Email: cprescott@jgllp.com
24. Olo Trade $109,281
c/o Mobo Systems, Inc.
26 Broadway, 24th Floor
New York, NY 10004
Attn: Noah Glass
Tel: 212-260-0895
Fax: 212-656-1671
Email: info@mobosystems.com
25. GGP Limited Partnership Rent $109,113
Attn: Alan Clark 1114
Avenue of The Americas
Suite 2800
New York, NY 10036-7703
c/o Brookfield Properties/Rouse Properties, LLC
Tel: 312-960-2739;
619-427-6701
Fax: 312-960-5064
Email: alan.clark@brookfieldpropertiesretail.com
26. Safeway Inc. Rent $109,038
Attn: Tara Emery
250 E Parkcenter Blvd
Boise, ID 83706
c/o Albertsons Companies
Tel: 208-395-6200;
208-395-3871
Fax: 208-395-6349
Email: tara.emery@albertsons.com
27. Star-West Parkway Mall, LP Rent $105,471
Attn: Bob Dishler
2141 Rosecrans Avenue
Suite 6100
El Segundo, CA 90245
c/o Jones Lang LaSalle IP, Inc.
Tel: 310-378-6281
Email: robert.dishler@am.jll.com
28. Henry J. Meyer Rent $103,015
Long Beach, CA 90803
29. Almaden Ranch LLC Rent $102,902
Attn: Cathy Consolino
5185 Cherry Ave, Suite 10
San Jose, CA 95118
c/o Arcadia Companies
Tel: 408-982-8468;
408-961-8133
Email: jrandolph@ngkf.com;
cathy.consolino@arcadiacompanies.com
30. Ecolab, Inc. Trade $101,833
1 Ecolab Place
St. Paul, MN 55102-2233
Attn: Douglas M. Baker, Jr.
Tel: 800-352-5326
Fax: 651-225-3098
Email: institutionalorders@ecolab.com
RYAN ENVIRONMENTAL: Selling Assets to Ryan Acquisition
------------------------------------------------------
Ryan Environmental, LLC, asks the U.S. Bankruptcy Court for the
Northern District of West Virginia to authorize the sale of assets
to Ryan Acquisition, LLC, subject to higher and better offers.
The Buyer will purchase the Assets in exchange for: (i) assumption
of all first priority secured debt of First United Bank and Trust;
being approximately $2.4 million; (ii) assumption of specific
purchase money debts secured by specific listed assets as said
information appears in Schedule D of the petition; (iii) assumption
of a portion, in the amount of $1.5 million of the total secured
debt of $5.9 million owed to James Cava and Clayton Rice; and (iv)
assumption of debt and/or other continent liabilities owed to the
following persons and entities in return for all benefits due to
the Debtor under said contractual relationships.
The Debtor is wholly owned by James Cava and Clayton Rice. It has
debts which exceed its reasonable ability to pay and it has filed
for bankruptcy relief under Chapter 11. It has some cash assets
but cannot continue operations indefinitely and its reorganization
is unlikely.
The Debtor has negotiated a sale of its assets to the Buyer as set
forth in their Asset Purchase Agreement. The Buyer is wholly owned
by the Debtor's owners, but the Buyer or their owners or any
combination thereof, is willing to lend any additional monies or
invest other monies in the Debtor with its current debt structure.
The Buyer is willing to buy the assets of the Debtor and assume
some of its debts as outlined in the Purchase Agreement. The sale
would continue the employment of approximately 100 people. The
Buyer recognizes that because of the insider relationship of its
principals with the Debtor that any transfer of assets, etc. should
be subject to review by creditors, and potential upset bids.
To that end, the Debtor proposes to authorize the sale of assets to
the Buyer free and clear of liens. Title will transfer to (i) the
Buyer on approval of the Motion, or (ii) if the Court should
determine that an Alternate Purchaser is the high bidder, then to
the Alternate Purchaser.
Payment of any monies as part to the offer to purchase by the
Buyer, or the Alternate Purchaser, will be made by certified check
payable to the Bankruptcy Estate of the Debtor and delivered to
Martin P. Sheehan, counsel for the Debtor at his office address 1
Community St., Suite 200, Wheeling, WV 26003, of any monies that
are part of the high bid, whether made by the Buyer, or the
Alternate Purchaser.
Payment of any monies that are part of the high bid will be made
within 30 days of entry of an order approving the sale to the Buyer
or the Alternate Purchaser. Unless an appeal of the order
approving said order is filed, and a stay has been issued, which is
supported by a bond in an amount determined by the Court to be
adequate, has also been posted.
If an appeal has been filed, but a Stay has not been issued, and/or
an adequate bond as set in accordance with law has not been posted,
then any order approving sale may be used to effect the proposed
sale in accordance with any Order of Court that has been issued.
In addition, the Debtor asks the Court to schedule a hearing to
pass on the adequacy of the purchase agreement to effect a sale of
assets to the Buyer, and alternately, to consider any upset bids.
A copy of the APA is available at https://tinyurl.com/y78lvwod from
PacerMonitor.com free of charge.
About Ryan Environmental
Ryan Environmental, LLC, offers environmental consulting,
remediation, cleaning services, emergency spill response,
hydrocarbon lab services, corrosion services, well services,
general roustabout, and both steel and poly pipeline construction.
Ryan Environmental, LLC, sought Chapter 11 protection (Bankr. N.D.
W.Va. Case No. 20-00738) on Sept. 29, 2020. In the petition signed
by Clayton Rice, managing member, the Debtor disclosed total assets
of $6,572,062 and total liabilities of $16,361,068. The Debtor
tapped Martin P. Sheehan, Esq., at Sheehan & Associates, P.L.L.C.
as counsel.
SEAWALK INVESTMENTS: 2 Equity Holders Object to Competing Plan
--------------------------------------------------------------
James Stockton, Ill and Bebe, LLC, as equity holders of Seawalk
Investments, LLC, filed an objection to the Disclosure Statement
and Plan of Reorganization filed by Sky Enterprises LLC.
Equity Holders object to the Competing Disclosure Statement as not
providing adequate information, and in fact providing misleading
information, to the holders of claims and interests. They note
that:
* the Competing Disclosure Statement fails to provide a
liquidation analysis, which would show significant equity in the
Real Property.
* the Competing Disclosure Statement provides information
relating to Debtor's prior bankruptcy and uses the prior bankruptcy
as a way to mislead interested parties and mischaracterize the
Equity Holders, namely Mr. James Stockton.
* the Competing Disclosure Statement fails to define what a
"successful hotel" means, and likely this statement merely mirrors
the opinion of Sky Enterprises and is not based on fact.
The Equity Holders also raised objections to the Competing Plan:
* the Competing Plan improperly classifies Class 7 as
unimpaired.
* the Competing Plan attempts to classify the Equity Holders as
unimpaired because the membership interests in the Debtor will
remain with the Equity Holders following confirmation of the
Competing Plan.
* the Competing Plan was filed in bad faith as an attempt to
force a sale of the Real Property for a price far under market
value, and at the expense of the Equity Holders.
* the Competing Plan has failed to garner any accepting votes.
In fact, the Competing Plan is drafted in such a way that no
creditor or interest holder is even entitled to vote.
* the Equity Holders are not receiving on account of their
respective interests, property of a value equal to the value of
their respective interests.
Attorney for Equity Holders:
Kevin B. Paysinger, Esquire
LANSING ROY, P.A.
1710 Shadowood Lane, Suite 210
Jacksonville, FL 32207
Tel: (904) 391-0030
E-mail: court@lansingroy.com
About Seawalk Investments
Seawalk Investments, LLC, a privately held company in Jacksonville,
Fla., sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. M.D. Fla. Case No. 19-01010) on March 21, 2019. At the
time of the filing, Debtor had estimated assets of between $1
million and $10 million and estimated liabilities of the same
range. Judge Jerry A. Funk oversees the case. The Debtor has
tapped Wilcox Law Firm as its bankruptcy counsel and Gunn
Chamberlain, P.L. as its accountant.
SEVEN AND ROSE: Seeks Court Approval to Hire Real Estate Broker
---------------------------------------------------------------
Seven and Rose, LLC seeks approval from the U.S. Bankruptcy Court
for the District of South Carolina to hire James Maybank of
Carriage Properties, LLC as its real estate broker.
The Debtor needs assistance of a real estate broker to sell its
real properties located at 198 Easy Bay St., Charleston, S.C.,
consisting of Suites 200, 201 and 300.
Mr. Maybank will receive a commission of 5 percent, of which half
will be paid to a co-broker. If the broker represents both the
buyer and seller, with no other agents participating in the sale,
the total commission will be discounted to 4 percent.
Mr. Maybank disclosed in court filings that he is a "disinterested
person" as that term is defined by Section 101(14) of the
Bankruptcy Code.
The broker holds office at:
James Maybank
Carriage Properties, LLC
19 Exchange Street
Charleston, SC 29401
Telephone: (843) 266-8000
About Seven and Rose
Seven and Rose LLC filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 20 03757)
on Oct. 5, 2020. At the time of the filing, Debtor disclosed assets
of between $1 million and $10 million and liabilities of the same
range.
Judge John E. Waites oversees the case.
Barton Brimm, PA, led by Christine E. Brimm, Esq., serves as the
Debtor's legal counsel.
SHAHBAZ M. AKHTAR: Nguyens Buying Los Gatos Property for $1.5M
--------------------------------------------------------------
Shahbaz Muhammad Akhtar asks the U.S. Bankruptcy Court for the
Northern District of California to authorize the sale of his
principal residence located at 445 Los Gatos Blvd, Los Gatos,
California to Nam H. Nguyen and Nikki B. Nguyen for $1.475 million,
cash.
The Debtor is the owner of the Los Gatos Property. He disclosed
the Los Gatos Property on his schedules, and has been actively
marketing the Los Gatos Property for sale throughout his Chapter 11
bankruptcy case.
The Debtor has filed a Second Amended Combined Disclosure Statement
and Plan. The Plan proposes that he will sell the Los Gatos
Property by Oct. 30, 2020, and further that through the sale
escrow, he will pay all allowed secured claims and all allowed
unsecured claims as set forth in The Plan.
The Debtor has obtained and accepted an offer to purchase the Los
Gatos Property for $1.475 million, cash, to the Purchasers, on the
terms of their executed purchase agreement. As set forth on the
estimated settlement statement, the sale proceeds will
substantially exceed the encumbrances and creditors paid through
escrow, and the Debtor will receive approximately $1 million in net
proceeds after completion of the sale.
The sale of the Los Gatos Property will pay off substantially all
payments required by The Plan. The Debtor understands that he must
still pay United States Trustee fees and fees for administrative
claims, which he expects to do shortly after consummation of the
sale and after fee applications with the Court.
The Debtor asks authority through the Motion to complete the sale
of the Los Gatos Property on the express condition that all demands
of secured claims are paid in full through escrow, and further that
all unsecured claims are paid through escrow as set forth on the
estimated settlement statement.
He has received authorization from the Court to employ Thomas
Rollett and Intero Real Estate as his real estate broker for the
sale of the Los Gatos Property. The Court initially authorized
employment of Intero on Dec. 2, 2019 and extended through Nov. 1,
2020 in an Order dated June 30, 2020.
The Claims Secured by Liens are: 1) Secured Deed of Trust –
Bahram Abolmoluki and Zohreh Abolmoluki – estimated $193,191; 2)
Secured Claim – County of Santa Clara (Property Taxes) –
estimated $56,494; 3) Secured Claim – Charles Jay Conover –
estimated $59,832; and 4) Secured Claim – Franchise Tax Board –
estimated.
The Unsecured Claims Pursuant to the Debtor's Plan are: 1) Premier
Bankcard LLC - $428; 2) Quantum3 Group LLC - $441; 3) Bank of
Missouri - $436; 4) Frontier Communications - $579; 5) Bank of
Missouri - $396; 6) LVNV Funding/Resurgent Capital Servicing -
$291; 7) AT&T Mobility II LLC - $3,413; 8) Internal Revenue Service
- $33,273; 9) Capital One - $582; 10) Credit Collection Services -
$68; 11) ERC/Enhanced Recovery Group - $107; 12) Genesis BC/Celtic
Bank - $395; 13) Chase Card Services - $236; 14) Midland Funding -
$560; 15) Credit Control Corp. - $528; 16) Credit One Bank - $340;
and 17) California Dept of Tax and Fee Administration - $12,963.
The Commissions and Cost of Sale are: 1) Seller's Commission
(Intero Real Estate) - $22,125; 2) Buyer's Commission; 3) Title and
Escrow Charges - $5,791; 4) Government Charges - $1,623; and 5)
Notary Fee - $200.
Based ont he foregoing, the Debtor asks the Court to (i) authorize
the sale of his Real Property on the terms and conditions set forth
inthe Purchase Agreement; (ii) authorized him to pay, from the
estate's share of proceeds of such sale, the estate's share of the
liens and encumbrances against the Los Gatos Property, according to
the demands of such secured lienholders; (iii) authorize him to
pay, from the estate's share of proceeds ofsuch sale, unsecured
claims, compensation to the real estate broker employed by the
estate, compensation to the Buyers' real estate broker, and closing
costs; and (iv) order that its Order approving the sale will be
effective immediately upon entry and no automatic stay of execution
pursuant to Bankruptcy Rules 6004(h) will apply with respect to the
Order.
A copy of the Agreement is available at
https://tinyurl.com/y6htagwq from PacerMonitor.com free of charge.
Counsel for Debtor:
Andrew A. Moher, Esq.
MOHER LAW GROUP
418 3rd Avenue, Suite E
San Diego, CA 92101
Telephone: (619) 269-6204
Facsimile: (619) 923-3303
Shahbaz Muhammad Akhtar filed for bankruptcy protection under
Chapter 13 of the Bankruptcy Code on Sept. 3, 2019. The case was
converted to Chapter 11 (Bankr. N.D. Cal. Case No. 19-51790-SLJ) on
Oct. 17, 2019.
SHOPKO STORES: Court OKs $3.018M Severance Settlement for Workers
-----------------------------------------------------------------
Renee Jean of Sidney Herald reports that a Nebraska bankruptcy
judge has approved a $3.018 million severance settlement for almost
4,000 Shopko employees who were laid off when the chain of 351
stores declared bankruptcy last year.
The plaintiffs are former Shopko employees, who organized with
United for Respect to file a class action lawsuit, in hopes of
regaining at least some of the severance they were all promised.
The settlement will cover all the severance owed the employees who
were part of the suit, less any legal fees that will be deducted
from it.
Shopko collapsed last year with $1 billion-some in debts, stemming
from a $1.1 billion leveraged buyout in 2005 by private equity firm
Sun Capital Partners.
According to a media release from United for Respect, when Sun
Capital purchased the stores, they sold the locations to Spirit
Finance Corp., a real estate investment trust, which then leased
the buildings and land back to Shopko. This added a large amount of
debt to the chain’s balance sheet, while stripping it of assets,
setting the stage for its ultimate bankruptcy.
Between 2007 and 2015, Shopko was forced to pay out most of its
profits to Sun Capital, in the amount of $250 million in dividends
and management fees. This starved Shopko of capital for the
investments it needed to remain competitive, at a time when the
retailer was already near insolvency.
Protesters gathered this year in Wisconsin to mark the anniversary
of Shopko's demise, and U.S. Sen. Tammy Baldwin of Wisconsin
gathered with other elected officials for a town hall discussing
the need to curtail these types of private equity deals which strip
companies of their assets and rob them of future profits, leaving
them with little but debts, and ultimately leading to the
destruction of both jobs and communities.
The settlement approved by the Nebraska judge excluded 2,700
employees referred to as phase seven workers, who were all part of
the last group of employees to work at Shopko during its
liquidation process. At the time, the company sent a memo to
employees promising severance pay as an incentive to keep them
working through the liquidation process, according to various media
reports at the time.
In a letter sent to Sun Capital, the excluded workers urged the
company to honor its commitment.
"As you know, Shopko had a severance policy in place for years
prior to the bankruptcy. We were counting on that severance to
support us in the event we were laid off," the letter reads in
part. "But that severance policy was terminated shortly before
Shopko announced it was liquidating. ...We are calling on Sun
Capital to ensure that every Shopko employee in phase seven and who
worked at corporate receives a severance payment. We worked hard to
make Shopko a beloved brand. Sun Capital should show us the respect
we have earned."
An email has been sent to Sun Capital seeking comment about the
settlement and the exclusion of phase seven workers. This story
will be updated if and when any comments are received from the
company.
About Shopko
Founded in 1962 and headquartered in Green Bay, Wisconsin, Shopko
Stores Operating Co., LLC -- http://www.shopko.com/-- is a $3
billion retailer that operated more than 360 stores in 26 states
throughout the Central, Western and Pacific Northwest regions as of
January 2019. In March 2019, the company announced it would close
all remaining stores by June 2020.
Shopko Stores and 13 affiliates sought Chapter 11 protection in
Omaha, Nebraska, on Jan. 16, 2019. The lead case is In re
Specialty Retail Shops Holding Corp. (Bankr. D. Neb. Case No.
19-80064).
The cases are assigned to Judge Thomas L. Saladino.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel; McGrath North
Mullin & Kratz, P.C. LLO as local counsel; Houlihan Lokey Capital,
Inc., as investment banker; Berkeley Research Group, LLC, as
restructuring advisor; Hilco Real Estate, LLC as real estate
consultant; Willkie Farr & Gallagher LLP as special counsel; Ducera
Partners LLC as financial advisor; and Prime Clerk LLC as notice
and claims agent.
A seven-member panel has been appointed as official unsecured
creditors committee in the cases. The Committee retained as
counsel Pachulski Stang Ziehl & Jones LLP and Goosman Law Firm,
PLC, in Omaha, Nebraska.
SOGIO INVESTMENTS: Sale of Forth Worth Property to Pender Approved
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Sogio Investments, LLC's sale of the commercial office
building located at 5751 Kroger Drive in Fort Worth, Texas,
including all fixtures and personal property thereon, to Pender
West Credit 1 REIT LLC, which has assigned its rights to Pender
Capital Asset Based Lending Fund I, L.P.
The Sale Hearing was held on Oct. 7, 2020.
The credit bid submitted by the Buyer, including its Special
Warranty Deed, is the highest or otherwise best bid with respect to
the Property.
The sale is free and clear of all Interests of any kind or nature
whatsoever excluding real property taxes and associated liens
against the Property.
As of the Closing, subject to the provisions of the Sale Order, the
Buyer will succeed to the entirety of the Seller's rights and
obligations in the Assumed Contracts first arising and attributable
to the time period occurring on or after the Closing and will have
all rights thereunder.
For cause shown, pursuant to Bankruptcy Rules 6004(h), 6006(d), and
7062, the Sale Order will not be stayed after the entry, but will
be effective and enforceable immediately upon entry, and the stays
provided in Bankruptcy Rules 6004(h) and 6004(d) are expressly
waived and will not apply. Accordingly, the Seller and the Buyer
are authorized and empowered to close the Sale immediately upon
entry of the Sale Order.
About Sogio Investments
Sogio Investments, LLC -- https://www.thesogiobuilding.com/ -- owns
and operates The SoGio Building, a 70,000 sq.ft. state of the art
office building located in Keller, Texas. Sogio Investments, LLC,
filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No.
20-41918) on May 29, 2020. At the time of the filing, the Debtor
disclosed total assets of $13,761,268 and total liabilities of
$11,294,174. The petition was signed by Fernando Sotelo, its
member. Judge Edward L. Morris oversees the case. Holder Law is
the Debtor's counsel.
STEVEN BLOOM: Court Junks BBJL et al. Bid to Dismiss Gallan Suit
----------------------------------------------------------------
Defendant Bloom Business Jets, Inc. filed a Motion to Dismiss
Plaintiff's Complaint captioned MARTIN GALLAN, Plaintiff, v. BLOOM
BUSINESS JETS, LLC, BLOOM BUSINESS JETS, INC., BRAD ROSE, and ROSE
LAW, LLC, Defendants, Civil Action No. 19-cv-3050-WJM-SKC (D.Colo.)
and Defendants Brad Rose and Rose Law, LLC's Motion for Joinder.
District Judge William J. Martinez granted the Motion for Joinder
and denied the Motion to Dismiss.
On Oct. 24, 2019, Plaintiff Martin Gallan filed this diversity
action against Defendants, bringing claims under the Colorado
Uniform Fraudulent Transfer Act, Colo. Rev. Stat. section 38-8-101
et seq.
Bloom Business Jets, LLC is a Colorado limited liability company
which, from its inception in January 2001 until approximately March
2017, engaged in the commissioned sales of aircraft. Defendant
Bloom Business Jets, Inc. is a Colorado corporation that has been
engaged in the commissioned sales of aircraft since the date of its
inception, March 10, 2017. Defendant Brad Rose is an attorney
licensed in the state of Colorado. Defendant Rose Law, LLC is a law
firm and Colorado limited liability company of which Mr. Rose is
the sole owner and manager. Non-party Steven Bloom is an individual
residing in Colorado; Mr. Bloom is the sole owner and manager of
BBJ LLC, and the sole owner and officer of BBJ Inc.
On Jan. 19, 2017, the Plaintiff filed a complaint in the District
against Mr. Bloom, BBJ LLC, and another party the identity of whom
is irrelevant here, bringing various claims relating to Mr. Bloom
and BBJ LLC's alleged sale of a faulty aircraft to Plaintiff (the
"Underlying Lawsuit"). On March 3, 2017, in the U.S. Bankruptcy
Court for the District of Colorado, Mr. Bloom filed for personal
bankruptcy under Chapter 13 of the U.S. Bankruptcy Code. On June
28, 2017, Mr. Bloom's bankruptcy petition was converted to a
petition under Chapter 11 of the Code.
On March 10, 2017, one week after Mr. Bloom filed for bankruptcy,
Mr. Bloom formed BBJ Inc. Thereafter, Mr. Bloom began to operate
his aircraft-sales business through BBJ Inc., and the operations of
BBJ LLC began to wind down. Sometime in mid-March 2017, Mr. Bloom
transferred the assets of BBJ LLC to BBJ Inc., "including the
goodwill of his business and all future profits, for no
consideration whatsoever." Plaintiff asserts that Mr. Bloom,
through BBJ LLC and BBJ Inc. and with the assistance of Mr. Rose
and Rose Law, transferred these assets with the intent to render
BBJ LLC insolvent, such that Plaintiff would not be able to recover
against BBJ LLC in the Underlying Lawsuit.
The Plaintiff filed his Complaint in this action on Oct. 24, 2019.
The Plaintiff served the Defendants with his Complaint and returned
executed summonses on Dec. 6, 2019. However, these initial
summonses did not bear either the Clerk's signature or the Court's
seal, rendering them defective under Federal Rule of Civil
Procedure 4(a). On Jan. 22, 2020, the Clerk issued summonses upon
Plaintiff's request (ECF No. 16), and the Plaintiff returned them
executed on Feb. 4, 2020. The returned summonses reflect a service
date of Jan. 31, 2020.
On Jan. 15, 2020, BBJ Inc. filed the Motion to Dismiss. BBJ Inc.
argues that dismissal is proper respectively under Federal Rules of
Civil Procedure 12(b)(4) or (5), 12(b)(1), and 12(b)(6) because (1)
Plaintiff's summonses were defective; (2) the bankruptcy court in
the Bankruptcy Case retains exclusive jurisdiction over Plaintiff's
fraudulent transfer claims; and (3) Plaintiff is judicially
estopped from asserting such claims.
According to Judge Martinez, while the Plaintiff did not argue that
his failure to timely effect service on Defendants is excusable by
good cause, the Court nevertheless concluded that dismissal under
Rules 12(b)(4) or (5) would be inappropriate.
The Court found it significant that (1) Plaintiff attempted to
serve Defendants within the time provided by Rule 4(m); (2) while
the initial summonses were nominally deficient, there is no dispute
the initial service put Defendants adequately on notice of
Plaintiff's allegations; (3) Plaintiff appeared to have acted in
good faith in that he requested summonses from the Clerk only one
day after the deficiency of the summonses was pointed out by
Defendants in their Motion to Dismiss; (4) process was properly
served on Defendants only 9 days after the deadline passed; and (5)
Defendants have failed to demonstrate that the technical inadequacy
of service prejudiced them in any way. Accordingly, the Court
exercised its discretion to order that the deadline for effecting
service on Defendants is extended, nunc pro tunc, to Feb. 4,
2021.
BBJ Inc. further argued that the doctrine of judicial estoppel
precludes Plaintiff from bringing the claims asserted in this
lawsuit.
The Defendants' only argument concerning judicial estoppel here is
that Plaintiff's claims, in this case, are inconsistent with
Plaintiff's voluntarily dismissal of Mr. Bloom from the Underlying
Lawsuit, and Plaintiff's failure to assert claims against Mr. Bloom
in the Bankruptcy Case. The Court disagreed.
Judge Martinez said the Defendants' argument that Plaintiff's
voluntary dismissal of Mr. Bloom (without prejudice) from the
Underlying Lawsuit should preclude him from bringing his current
claims -- none of which are brought against Mr. Bloom -- is
unavailing. As the Defendants acknowledge, Plaintiff dismissed Mr.
Bloom after Mr. Bloom filed his bankruptcy petition. And as the
Defendants were also aware, the Plaintiff only did so because, once
Mr. Bloom's petition was filed, Plaintiff was legally precluded
from continuing to pursue his claims against Mr. Bloom in the
district court until the close of the Bankruptcy Case. There is
nothing about these steps undertaken by Plaintiff that is
inconsistent with him now bringing fraudulent transfer and related
claims against Defendants in this case; let alone does it evince a
deliberate attempt by Plaintiff to misuse the machinery of any
court.
The same can be said, according to Judge Martinez, of Plaintiff's
failure to submit a claim against Mr. Bloom's estate in the
Bankruptcy Case. First, as the Defendants themselves point out, the
Plaintiff has not participated at all in those proceedings. It,
therefore, is difficult to understand how the Plaintiff has
maintained a litigation posture in that case at all, let alone one
that is inconsistent with the one he maintains here. While it may
have been wise for Plaintiff to participate in the bankruptcy
proceedings, he certainly was not required to do so (unlike the
plaintiff in Eastman, who was legally obligated to disclose to the
bankruptcy court all of his potential assets).
Moreover, even if it were true that Plaintiff's position in this
litigation is "clearly inconsistent" with the positions he has
taken in the Underlying Lawsuit and/or the Bankruptcy Case, the
Defendants did not even attempt to explain (1) how the District
Court, or the court in the Bankruptcy Case or the Underlying
Lawsuit could appear to have been misled; or (2) how Plaintiff
could possibly be at an unfair advantage by bringing his claims in
this forum. Regardless, the Court did not believe that any of the
factors favoring judicial estoppel obtain in this case. Judge
Martinez denied the Defendants' Motion to Dismiss to the extent it
sought dismissal based on judicial estoppel.
The Defendants also argued that the Plaintiff's claims against Mr.
Rose and Rose Law are precluded by Alexander v. Astine, 152 P.3 d
497 (Colo. 2007). Judge Martinez disagreed with this contention.
In Alexander, he explained, a bankruptcy trustee sued both the
director of the debtor corporation for breach of fiduciary duty to
the corporation's creditors, as well as the corporation's attorneys
for aiding and abetting the director's breach of fiduciary duty.
The Colorado Supreme Court held that the trustee lacked standing
under section 544(a) of the Code to pursue the aiding-and-abetting
claim against the attorneys.
The Defendants argued that, "[a]s in Alexander, Plaintiff did not
allege (nor can he) any violation of an officer's or director's
duty by Mr. Bloom or Mr. Rose. Thus, the Plaintiff lacks standing
for his claims against Mr. Rose and [Rose Law]." This argument
missed the mark entirely, Judge Martinez said. The basis for the
court's rejection of the aiding-and-abetting claims against the
attorneys was that the plaintiff had failed to adequately allege an
underlying claim against the corporate director. Because
Plaintiff's underlying (fraudulent transfer) claims against BBJ LLC
and BBJ Inc. shall proceed, there is no basis to dismiss the
aiding-and-abetting claims against Mr. Rose and Rose Law under
Alexander. Defendants' Motion to Dismiss was denied in this respect
as well.
A copy of the Court's Order is available at https://bit.ly/3hEVzqf
from Leagle.com.
About Steven Bloom
Steven Bloom is the sole owner and manager of BBJ LLC, and the sole
owner and officer of BBJ Inc. Bloom filed for personal bankruptcy
under Chapter 13 but his case was converted to Chapter 11 on June
28, 2017.
STEVEN W. BLOOM: Glencove Claim Nondischargeable Amid Fraud
-----------------------------------------------------------
In the case captioned GLENCOVE HOLDINGS, LLC, Plaintiff, v. STEVEN
W. BLOOM, Defendant, Adv. Pro. No. 17-1255 TBM (Bankr. D. Colo.),
Bankruptcy Judge Thomas B. McNamara held that Bloom committed fraud
and is indebted to Glencove and such debt is nondischargeable.
Judge McNamara said the Glencove Claim is allowed as a general
unsecured claim against Bloom in the amount of $458,470, plus
post-judgment interest at the Colorado judgment rate.
According to Judge McNamara, bankruptcy provides a temporary safe
haven for "honest but unfortunate debtor[s]" who "can reorder their
affairs, make peace with their creditors, and enjoy 'a new
opportunity in life with a clear field for future effort,
unhampered by the pressure and discouragement of preexisting debt."
The foundation of American insolvency law is the possibility of a
discharge which provides a "fresh start" -- an economic second
chance which acts as a sort of safety valve in our capitalist
system. However, not all debtors are entitled to a discharge. The
Bankruptcy Code "has long prohibited debtors from discharging
liabilities incurred on account of their fraud . . . ." Those few
debtors who engage in pre-bankruptcy dishonesty must continue to
bear responsibility for the damages resulting from their
misconduct.
Jennifer and Huw Pierce, a couple of some means, were interested in
buying a private jet. Bloom reached out to represent them as their
broker. He suggested they form a corporate entity, Glencove, to buy
the aircraft. Glencove entered into an Agent Agreement with Bloom's
wholly-owned company, Bloom Business Jets, LLC ("BBJ"). Glencove
promised to pay $121,000 as an "Agent's Fee" for agency services.
Bloom found a suitable jet and helped Glencove make an initial
offer. The seller came back with a favorable counteroffer -- better
than Bloom had expected. At that point, Bloom saw an opportunity to
buy the airplane himself (through another wholly owned company) at
a lower price and then simultaneously resell it to his client
(Glencove) at a higher price. By engaging in a hidden back-to-back
transaction, Bloom stood to take another $250,000 from Glencove.
Bloom concealed from Glencove the favorable counteroffer received
from the seller, and pretended that the seller was demanding a
higher price. He orchestrated a complex scheme to take advantage of
Glencove and, effectively, rob Glencove of the $250,000 price
differential. He lied and concealed many other important details
too so that the transaction would close.
Bloom filed for protection under Chapter 13 of the Bankruptcy Code
on March 3, 2017, the same day Glencove asserted third-party claims
against him in the Colorado Action. A few months later, Glencove
submitted a $602,393 general unsecured Proof of Claim. Glencove
asserted causes of action against Bloom for fraud, fraudulent
concealment and inducement, negligent misrepresentation, violation
of the Colorado Consumer Protection Act, negligence and gross
negligence, civil conspiracy, and attorneys' fees all related to
the airplane dispute. The Glencove Claim is the largest general
unsecured claim against Bloom, and its treatment has been one of
the major conflicts in Bloom's Bankruptcy Case.
A few months after Glencove filed the Glencove Claim, Bloom filed
an "Objection" requesting that the Glencove Claim be disallowed in
its entirety. Later, Glencove submitted a "Response to Debtor's
Objection," further supporting the Glencove Claim. And, Bloom
tallied last with his "Response to Glencove Holdings, LLC's
Response." The dispute concerning the Glencove Claim ultimately
proceeded to trial and is now ripe for decision.
On June 19, 2017, Glencove filed its "Complaint for Determination
of Non-Dischargeability of Certain Debts Pursuant to 11 U.S.C.
sections 523(a)(2)(A) and (a)(6)" against Bloom initiating an
Adversary Proceeding. Through the Complaint, Glencove asserted that
Mr. Bloom is indebted to Glencove and that such indebtedness should
be determined to be nondischargeable based upon "false pretenses, a
false representation or actual fraud" under Section 523(a)(2)(A)
and "willful and malicious injury" under Section 523(a)(6). In
terms of underlying liability, the Complaint mirrors the Glencove
Claim.
Meanwhile, Bloom's Bankruptcy Case continued. After multiple
skirmishes in the Chapter 13 process related to whether Bloom was
eligible for Chapter 13 relief, on Nov. 1, 2017, Bloom requested
the Court authorize conversion from Chapter 13 to Chapter 11. On
Nov. 20, 2017, the Court entered an Order converting Bloom's
Bankruptcy Case to Chapter 11 reorganization.
After the conversion, another year passed with little progress
toward confirmation of a Chapter 11 plan. However, on Nov. 19,
2018, Bloom filed his first disclosure statement and Chapter 11
plan. He amended his disclosure statement and Chapter 11 plan
multiple times, ending with a "Second Amended Chapter 11 Plan of
Reorganization."
The Chapter 11 Plan provided for alternative treatment of the
Glencove Claim depending on: (1) whether the Court allowed the
Glencove Claim and, if so, in what amount; and (2) whether the
obligation to Glencove was determined to be nondischargeable under
Section 523(a). On May 23, 2019, the Court confirmed Bloom's
Chapter 11 Plan.
After confirmation of Bloom's Chapter 11 Plan, the Glencove Claim
dispute and the Adversary Proceeding were set for trial. In the
run-up to trial, Bloom submitted a "Motion for Summary Judgment,"
which Glencove opposed. The Court determined there were genuine
issues of material fact and denied summary judgment.
The Court conducted a three-day video trial on June 22, 23, and 24,
2020. After opening statements, the Court received testimony from
10 witnesses: Huw Pierce; Jennifer Pierce; John (Johnny) Barr
Foster IV; Martin Orman; Brad L. Rose; Eugene V. Haggan; Mary Lynn
Fisk; Dayna Olivas; Steven W. Bloom; and Jason Zilberbrand.
Thereafter, the Court took under advisement both the Glencove Claim
dispute and the Adversary Proceeding as framed by the Complaint and
Answer.
After considering all the facts and evidence presented, Judge
McNamara held there really is no other word more apt for what Bloom
did than "fraud." There is no effective legal defense for what he
did. In the end, Bloom is indebted to Glencove and such debt is
nondischargeable. Bloom must continue to bear responsibility for
his actions notwithstanding the bankruptcy, the judge said.
A copy of the Court's Memorandum Opinion is available at
https://bit.ly/2FyzOeD from Leagle.com.
The bankruptcy case is in re: STEVEN W. BLOOM, Chapter 11,
Bankruptcy Case No. 17-11650 TBM (Bankr. D. Colo.).
TAILORED BRANDS: $12.4M Sale of 2 Surplus Distribution Centers OK'd
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Judge Marvin Isgur of U.S. Bankruptcy Court for the Southern
District of Texas authorized the private sale by Tailored Brands,
Inc. and affiliates of two of their surplus distribution centers
located in Houston, Texas to McCorvey Real Estate Holdings, Ltd.
for $12.4 million in cash, on the terms set forth in their Purchase
and Sale Agreement.
The sale is free and clear of liens, claims, and encumbrances.
Notwithstanding anything to the contrary in the Order or in the
Purchase Agreement, the terms of the Final DIP Order will govern
with respect to the proceeds of the sale of the Properties,
including but not limited to the terms governing the application of
DIP Liens, the DIP Superpriority Claims, the Adequate Protection
Liens and the Adequate Protection Superpriority Claims to such
proceeds, and all such proceeds will be utilized solely in
accordance with the Budget.
A certified copy of the Order may be filed with the appropriate
clerk and/or recorded with the recorder to act to cancel any of the
liens and other encumbrances of record.
The stay provided for in Bankruptcy Rules 6004(h) is reduced to the
extent necessary to permit closing of the sale of the Properties.
The Order will otherwise be effective immediately upon its entry.
Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions
of the Order are immediately effective and enforceable upon its
entry.
A copy of the Agreement is available at
https://tinyurl.com/yxb34znd from PacerMonitor.com free of charge.
About Tailored Brands
Tailored Brands, Inc., (NYSE: TLRD) is an omni-channel specialty
retailer of menswear, including suits, formal wear and a broad
selection of polished and business casual offerings. It delivers
personalized products and services through its convenient network
of over 1,400 stores in the United States and Canada as well as its
branded e-commerce websites at http://www.menswearhouse.com/and
http://www.josbank.com.Its brands include Men's Wearhouse, Jos.
A. Bank, Moores Clothing for Men and K&G.
Tailored Brands reported a net loss of $82.28 million for the year
ended Feb. 1, 2020, compared to net earnings of $83.24 million for
the year ended Feb. 2, 2019. As of Feb. 1, 2020, the Company had
$2.42 billion in total assets, $2.52 billion in total liabilities,
and a total shareholders' deficit of $98.31 million.
On Aug. 2, 2020, Tailored Brands and its subsidiaries sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33900) on
Aug. 2, 2020. As of July 4, 2020, Tailored Brands disclosed
$2,482,124,043 in total assets and $2,839,642,691 in total
liabilities.
The Hon. Marvin Isgur is the case judge.
The Debtors tapped Kirkland & Ellis LLP as general bankruptcy
counsel; Jackson Walker L.L.P., Stikeman Elliot LLP and Mourant
Ozannes as co-bankruptcy counsel; PJT Partners LP as financial
advisor; Alixpartners, LLP as restructuring advisor; and A&G Realty
Partners, LLC as the real estate consultant and advisor. Prime
Clerk LLC is the claims agent.
TAJ GRAPHICS: Ex-Bankruptcy Counsel Wins Malpractice Case Appeal
----------------------------------------------------------------
In the malicious prosecution and legal malpractice action captioned
TAJ GRAPHIC ENTERPRISES, LLC, Plaintiff, and ROBERT KATTULA,
Plaintiff-Appellant/Cross-Appellee, v. JOHN D. HERTZBERG,
HERTZBERG, PLLC, and HERTZBERG, PC,
Defendants-Appellees/Cross-Appellants, No. 346988 (Mich. App.),
plaintiff Robert Kattula took an appeal from a trial court order
granting summary disposition in favor of defendants, John D.
Hertzberg (Hertzberg), Hertzberg PLLC, and Hertzberg PC. The
Defendants cross-appeal the portion of the trial court order
denying their motion for sanctions. Finding no errors requiring
reversal, the Michigan Court of Appeals affirmed the decision.
Hertzberg represented TAJ Graphic Enterprises, LLC -- one of
Kattula's companies -- in its Chapter 11 bankruptcy case. After the
relationship between Hertzberg and Kattula soured, defendants filed
a motion to withdraw as counsel for TAJ in the bankruptcy case.
The defendants alleged they were no longer able to represent
Kattula, his son Andrew Kattula (Andrew), or any of their companies
because Kattula and Andrew had engaged in a variety of wrongdoing
and potentially criminal acts. The bankruptcy court granted the
defendants' motion. Shortly thereafter, the defendants filed an
application for fees that was eventually denied.
Nearly two years later, Kattula filed a first amended complaint in
Wayne Circuit Court raising six counts against defendants:
malicious prosecution, abuse of process, legal malpractice
regarding revealing client confidences, legal malpractice regarding
business transactions with a client, breach of the good-faith duty
regarding client confidences, and breach of the good-faith duty
regarding business transactions with a client. Specifically,
Kattula alleged that he, Andrew, and their various business
entities engaged in several business transactions with defendants
between 2011 and 2015. He also delineated defendants' participation
in the bankruptcy proceedings, culminating in the defendants'
motion to withdraw as counsel and subsequent application for fees.
According to Kattula, the defendants' motion to withdraw included
"scandalous allegations" against Kattula that "went far beyond the
allegations necessary to establish a basis for [defendants] to
obtain Court approval to withdraw."
The trial court granted summary disposition of Kattula's first
amended complaint, noting several deficiencies in his claims, but
allowed him to amend his complaint a second time. Kattula's second
amended complaint asserted a single count of malicious prosecution
and two counts of legal malpractice. The trial court again granted
summary disposition in favor of defendants, reasoning that
defendants' statements in the motion to withdraw "may be
inappropriate and disrespectful," but were privileged, and Kattula
could not establish an attorney-client relationship when TAJ was
the entity being represented in the bankruptcy case.
Kattula alleged the trial court improperly granted summary
disposition of his second amended complaint because he raised
material legal and factual issues that precluded summary
disposition.
Kattula first submitted that the trial court erred by dismissing
his malicious prosecution claim on the basis of the
judicial-proceedings privilege because the allegations included in
the defendants' motion to withdraw were not relevant to the
proceedings and, therefore, not privileged. Although the Court
concluded that summary disposition was inappropriate under MCR
2.116(C)(8), the trial court's error does not require reversal
because summary disposition was warranted under MCR 2.116(C)(10).
According to the Appeals Court, an action for malicious prosecution
of civil proceedings involves four elements: "(1) prior proceedings
terminated in favor of the present plaintiff, (2) absence of
probable cause for those proceedings," (3) malice, and (4) special
injury to the present plaintiff. For purposes of the third element,
malice refers to "'a purpose other than that of securing the proper
adjudication of the claim in which the proceedings are based.'" In
moving for summary disposition, the defendants did not dispute the
existence of any particular element of malicious prosecution,
instead arguing that the claim failed as a matter of law because it
concerned privileged statements defendants made in the course of
judicial proceedings.
The Appeals Court noted, "The defense of privilege is grounded in
public policy; in certain situations, the criticism uttered by the
defendant is sufficiently important to justify protecting such
criticism notwithstanding the harm done to the person at whom the
criticism is directed." Under the judicial-proceedings privilege,
"[s]tatements made by judges, attorneys, and witnesses during the
course of judicial proceedings are absolutely privileged if they
are relevant, material, or pertinent to the issue being tried." The
privilege is given a liberal construction to further its purpose of
ensuring that "participants in judicial proceedings are free to
express themselves without fear of retaliation." To fall within the
scope of the privilege, the statement "need not be strictly
relevant to any issue involved in the litigation," but must have
"some reference to the subject matter of the litigation."
The trial court granted the defendants' motion for summary
disposition under MCR 2.116(C)(8). The trial court erred in relying
on MCR 2.116(C)(8) because Kattula's claim of malicious
prosecution, as pleaded, was not so clearly unenforceable on the
basis of the judicial-proceedings privilege that no factual
development could possibly justify recovery. Nonetheless, the Court
did not reverse a trial court's order merely because it granted a
motion under the wrong rule. Reversal is unnecessary in this
instance because summary disposition is proper under MCR
2.116(C)(10).
Kattula also argued that his legal malpractice claims should not
have been summarily dismissed because the evidence demonstrated
that his allegations of misconduct arose in the context of his
attorney-client relationship with defendants. The Appeals Court
disagreed, saying a claim of legal malpractice consists of four
elements: (1) the existence of an attorney-client relationship; (2)
negligence in the attorney's representation of the plaintiff; (3)
proximate causation; and (4) "the fact and extent of the injury
alleged." The Defendants sought summary disposition of Counts II
and III of the second amended complaint arguing that they owed no
duty to Kattula in the absence of an attorney-client relationship
in the bankruptcy case.
Again, the trial court granted summary disposition under MCR
2.116(C)(8), which required the trial court to consider the legal
sufficiency of Kattula's claims on the basis of the pleadings
alone. In Count II, Kattula alleged that defendants committed legal
malpractice by breaching the duty of confidentiality they owed
Kattula, as TAJ's agent. Kattula further alleged that by disclosing
confidential information, defendants cast Kattula in a negative
light, allowed "opponents of TAJ" access to information that was
detrimental to the bankruptcy proceeding, and otherwise sabotaged
the bankruptcy case.
According to the Appeals Court, when an attorney represents an
organization, the protections afforded to confidential
attorney-client communications extend to communications between the
attorney and agents of the organization authorized to speak on its
behalf regarding the subject matter. Although attorney-client
privilege may be asserted by either party to the communication,
only the client is able to waive the privilege. Thus, Kattula
correctly asserted that the duty of confidentiality defendants owed
to TAJ extended to communications they had with Kattula regarding
the bankruptcy proceedings. But the fact remains that TAJ -- not
Kattula -- was defendants' client in the bankruptcy case.
Consequently, to the extent that defendants' actions in the
bankruptcy proceedings would give rise to a claim of legal
malpractice, that claim did not belong to Kattula. The trial court,
therefore, did not err by granting summary disposition of Count
II.
In Count III of the second amended complaint, Kattula alleged that
defendants breached their professional responsibilities regarding
client confidentiality under MRPC 1.6, as well as the implied
covenants of good faith and fair dealing, by making false
accusations of wrongful conduct against Kattula in the motion to
withdraw. To the extent that this count sounds in legal
malpractice, the trial court did not err by granting summary
disposition. Like Count II, Count III does not allege malpractice
in the context of an attorney-client relationship between
defendants and Kattula in the bankruptcy case. Indeed, Kattula
specifically asserted in Count III that defendants "contracted with
TAJ to represent it as its attorney." Because Count III does not
allege malpractice in the defendants' representation of Kattula, it
fails to state a claim upon which relief could be granted.
On the Defendants' cross-motion for sanctions, the Appeals Court
noted that the trial court observed at the hearing on the
defendants' first dispositive motion that Kattula failed to allege
a special injury for purposes of malicious prosecution, an
appropriate ulterior motive to support an abuse of process claim,
or the existence of an attorney-client relationship for purposes of
legal malpractice. In response to these issues, Kattula described
his damages more specifically and in a manner that was consistent
with caselaw he believed to be controlling. In his second amended
complaint, Kattula made at least a good-faith effort to address the
deficiencies cited by the trial court. The trial court was well
aware of this history and, thus, did not clearly err by finding
that the claims presented in Kattula's second amended complaint
were not frivolous and did not warrant an award of sanctions, the
Appeals Court said.
A copy of the Appeals Court's Decision is available at
https://bit.ly/2GXfoNm from Leagle.com.
About TAJ Graphics
Based in Rochester, Michigan, TAJ Graphics Enterprises, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No.
09-72532) on Oct. 21, 2009. John D. Hertzberg, Esq., in Bingham
Farms, Michigan, served as the Debtor's counsel. In its petition,
the Debtor estimated $10 million to $50 million, and $1 million to
$10 million in debts.
TAX AND FINANCIAL: Gets Approval to Hire Caddell as Legal Counsel
-----------------------------------------------------------------
Tax and Financial Advantage Group, Inc. received approval from the
U.S. Bankruptcy Court for the Eastern District of Arkansas to
employ Caddell Reynolds as its legal counsel.
Caddell Reynolds will render the following legal services:
(a) advice the Debtor of its powers and duties;
(b) prepare legal papers and appear before the bankruptcy
court and any other court; and
(c) perform all other legal services for Debtor that may be
necessary to effectuate a reorganization of its financial affairs.
The firm will charge $275 per hour for the services of its
attorneys and $75 per hour for paralegal services.
Joel Hargis, Esq., the firm's attorney who will be handling the
case, disclosed in court filings that he is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
Mr. Hargis can be reached at:
Joel Hargis, Esq.
Caddell Reynolds
3000 Browns Lane
Jonesboro, AR 72401
Telephone: (870) 336-6407
Email: jhargis@justicetoday.com
About Tax and Financial Advantage Group
Tax and Financial Advantage Group, Inc. filed a petition under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ark. Case No.
20-10425) on Jan. 27, 2020, listing under $1 million in both assets
and liabilities. Judge Phyllis M. Jones oversees the case. Joel
G. Hargis, Esq., at Caddell Reynolds, is the Debtor's legal
counsel.
TBH19 LLC: Leonard Ross Objects to Disclosures and Plan
-------------------------------------------------------
Leonard M Ross, an individual and as Trustee of The Leonard M. Ross
Revocable Trust (u./d./t. 12-20-85) together with Rossco Holdings
Incorporated and LMR-TBH LLC and Merri Jean Ross, an Individual and
as Trustee of the Merri Jean Ross Revocable Trust (u/d/t
06-03-1987) each and collectively as Creditors and Interested
parties (collectively "Movants"), submitted an objection to the
adequacy of the Second Amended Disclosure Statement and Plan for
Reorganization filed by DBD Credit Funding, LLC ("DBD").
Movants complain that the Disclosure Statement has not been filed
in a timely manner and fails to provide adequate information to
creditors.
According to Movants, the procedures and consequences of rejecting
the residential lease with Ross and the Ross family are not
adequately described.
Movants point out that the Plan must provide a complete and
accurate description of the state court proceedings, including its
current status.
Movants further point out that the treatment of the shareholder
class is inadequately described.
Movants assert that there is no need for a multi-purpose
post-confirmation agent.
Movants complain that the tax consequences are not adequately
discussed.
According to Movants, the Disclosures regarding the bidding
procedures are completely inadequate.
Movants point out that the failure to provide adequate information
and an adequate sale process renders the Proposed Plan infeasible.
Attorneys for Creditors and Interested Parties
LEONARD M. ROSS, an individual and as
Trustee of the Leonard M. Ross Revocable Trust
(u/d/t 12-20-85); Rossco Holdings Incorporated;
LMR-TBH LLC; and MERRI JEAN ROSS, an
individual and as Trustee of the Merri Jean Ross
Revocable Trust (06-03-1987):
Leonard M. Ross
LM ROSS PROFESSIONAL LAW CORP.
269 South Beverly Drive, Suite 1075
Beverly Hills, California 90212
Telephone: (424) 789-8707
Facsimile: (424) 789-8709
Email: Iross@lmrplc.com
About TBH19 LLC
TBH19, LLC owns a single-family residential property located at
1011 N. Beverly Hills, Calif., having an appraised value of $125
million. The residence is considered one of the crowning
achievements of renowned architect Gordon Kaufmann and was built in
1927 for Milton Getz, executive director of the Union Bank & Trust
Company. TBH19 is managed by Lenard M. Ross.
TBH19 sought Chapter 11 protection (Bankr. C.D. Cal. Case No.
19-23823) on Nov. 24, 2019. The Debtor disclosed total assets of
$125,042,955 and total liabilities of $75,126,312 as of the
bankruptcy filing. Judge Vincent P. Zurzolo oversees the case.
The Law Offices of Robert M. Yaspan, is the Debtor's legal counsel.
TIBCO SOFTWARE: Moody's Affirms B3 CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service affirmed TIBCO Software Inc.'s B3
Corporate Family Rating, the B2 and Caa2 ratings for the company's
existing 1st lien and 2nd lien credit facilities, and assigned a B2
rating to the $110 million new non-fungible incremental first lien
term loan. The ratings outlook remains stable. The ratings action
was prompted by TIBCO's plans to issue $310 million of incremental
1st lien term loans to finance the acquisition of Information
Builders, Inc. (IBI) for $525 million in cash, and fund transaction
expenses.
Affirmations:
Issuer: TIBCO Software Inc.
Probability of Default Rating, Affirmed B3-PD
Corporate Family Rating, Affirmed B3
Senior Secured 1st Lien Bank Credit Facility, Affirmed B2 (LGD3)
Senior Secured 2nd Lien Bank Credit Facility, Affirmed Caa2 (LGD6)
Assignments:
Issuer: TIBCO Software Inc.
Senior Secured 1st Lien Bank Credit Facility, Assigned B2 (LGD3)
Outlook Actions:
Issuer: TIBCO Software Inc.
Outlook, Remains Stable
RATINGS RATIONALE
TIBCO's CFR is weakly positioned in the B3 rating category as a
result of its historically weak revenue growth and the slow pivot
toward subscription software for hybrid cloud deployments. The
outbreak of the pandemic has compounded challenges for TIBCO as
software license revenues have declined sharply since the outbreak
of COVID-19, eroding profitability and cash generation. The debt
portion of the acquisition financing will modestly increase total
debt to EBITDA leverage from an already very high level of about
10.5x (incorporating Moody's standard analytical adjustments and
before including cost synergies from the acquisition that will be
realized over the 12 months after the close of the acquisition).
Moody's does not add back restructuring and business optimization
expenses to the EBITDA of TIBCO, as these expenses have been
recurring since the leveraged buyout. EBITDA levels have largely
been stagnant since the prior peak in software license sales in
fiscal year 2017. The uses of cash balances for acquisition
financing does not alter our view of TIBCO's liquidity, as the
company had previously earmarked $225 million of cash for future
acquisitions. Moody's expects TIBCO to realize targeted cost
synergies from the IBI acquisition though reinvigorating IBI's
revenue growth could prove more challenging. The downside risks in
integrating the acquisition are mitigated by IBI large share of
recurring revenues with strong retention rates.
The affirmation of the B3 CFR mainly reflects Moody's expectations
that as the effects of the pandemic abate, a combination of
improving software sales and cost savings from the IBI acquisition
will drive deleveraging toward 7x over the next 12 to 18 months and
free cash flow will increase to at least 3% to 4% of adjusted debt,
from 1% for the LTM August 2020 period. The company's operating
cash flow will additionally benefit from the lower interest costs
from the favorable refinancing transactions of March 2020 and the
low prevailing LIBOR rates.
The B3 CFR reflects TIBCO's track record of weak organic revenue
growth and persistently very high leverage. Despite significant
business restructuring since the leveraged buyout, free cash flow
has averaged in the low single digit percentages. The growing share
of subscription-based software sales will strengthen TIBCO's
business profile over time but pressure cash generation and
reported profitability, at least over the next 12 to 18 months.
TIBCO large cost restructuring actions will mitigate the impact on
profitability and operating cash flow. The B3 CFR additionally
reflects the highly competitive infrastructure and analytics
software markets in which TIBCO operates, and challenges in
pivoting the business from the mature, legacy on-premise
infrastructure software sales toward solutions for hybrid IT
environments. TIBCO's credit profile is supported by its good
operating scale, strong adjusted EBITDA margins, a large installed
base of customers and growing recurring revenues under subscription
and software maintenance agreements. TIBCO has good liquidity
primarily supported by the undrawn $125 million revolving credit
facility, $70 million of pro forma cash balances, and Moody's
estimates for $100 million to $140 million in free cash flow over
the next 12 months. The B3 CFR is constrained by TIBCO's high
financial risk tolerance and Moody's expectations for
shareholder-friendly financial policies.
The stable outlook is based on Moody's expectation that TIBCO will
generate organic revenue growth of at least low single digit rates,
although the reported growth rate under the ASC 606 standard, which
the company adopted in December 2019, will be higher. Moody's
further expects TIBCO will maintain good liquidity and free cash
flow will increase to 3% to 4% of total debt over the next 12 to 18
months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
TIBCO's ratings could be downgraded if liquidity becomes weak, free
cash flow is expected to remain negative, or anticipated revenue
growth does not materialize. Given TIBCO's very high leverage and
weak organic growth, Moody's does not expect a ratings upgrade in
the next 12 to 18 months. The ratings could be upgraded over time
if the company generates revenue growth of about mid-single digits
and free cash flow of more than 5% of total debt, and total debt to
EBITDA declines to below 7x on a sustained basis.
TIBCO Software Inc. is a leading provider of business integration
and analytics software. The company is owned by affiliates of Vista
Equity Partners since December 2014.
The principal methodology used in these ratings was Software
Industry published in August 2018.
TIMOTHY D. EYMAN: Selling Interest in Mukilteo Property for $373K
-----------------------------------------------------------------
Timothy Donald Eyman of the U.S. Bankruptcy Court for the Western
District of Washington to authorize the sale of his marital
interest in the real property located at 11913 59th Avenue West,
Mukilteo, Snohomish Co., Washington, to his spouse Karen Eyman for
$372,500, free and clear of all liens, encumbrances, and claims of
the estate.
A Petition for Dissolution of the marriage of the Debtor and Mrs.
Eyman was filed on May 3, 2019. They were married on Dec. 31,
1993. At the time of their marriage, Karen Eyman (along with her
parents, Orlo and Gloria Williams) owned a home in the Greenlake
area of Seattle, King County, into which Tim Eyman moved. On Aug.
1, 1996, the home was quit claimed to "Karen Joan Eyman and Timothy
Donald Eyman, Wife and Husband" to clear title only.
Because the Seattle home was purchased with the separate property
of Mrs. Eyman, upon agreement of the parties, the Seattle home was
construed to be the separate property of Mrs. Eyman even after the
filing of the Quit Claim Deed. Equity in the property was the
direct result of Mrs. Eyman's down payment and her efforts to pay
off the mortgage. Even though the home was considered by the
parties to be her separate property, because the mortgage was paid
from a joint bank account into which both Mr. and Mrs. Eyman's
income was deposited, Mr. Eyman acquired a community property lien
on the Seattle home for his proportionate share of the mortgage
payments made after Aug. 1, 1996.
On Aug. 19, 1998, they sold Mrs. Eyman's home in Seattle and
purchased their current family home in Mukilteo, Snohomish County.
Approximately $290,000 of the proceeds of the sale of the Seattle
home was used as the down payment, which represented the equity in
the home at the time of the sale and was the separate property of
Mrs. Eyman. Though they did have a mortgage on the Mukilteo home,
it was paid off in 2017. When Mr. Eyman filed his bankruptcy on
Nov. 28, 2018, his separate property and all community property
became property of the bankruptcy estate. Mrs. Eyman is a
potential creditor of the estate, having 50% ownership of all
estate property, plus a claim for her separate property
contribution of the equity in her Seattle home.
In furtherance of the resolution of the dissolution proceedings,
Ms. Eyman has offered to purchase the estate's community interest
and her separate property interest, if any, in the home and the
home would then be titled into her name free and clear of liens,
encumbrances, and of the bankruptcy estate. She retained
Windermere Realty Co. to appraise the home, and the appraiser
valued the home for between $939,000 and $970,000.
Ms. Eyman believes that value to be slightly in excess of the
actual salable market value of the home, and the home was valued
during the bankruptcy and prior to confirmation of the Plan at
$900,000. She has resided in the home, maintained the home, and
has paid all utilities and other expenses for the home before and
since that time. Ms. Eyman has placed a current fair market value
on the home at $875,000, considering that the home would not have
to be marketed during the fall and winter (the slowest time of the
year for home sales, and in the middle of a pandemic), and it would
be valued at 97% of the value the bankruptcy estate has ascribed to
the home.
Based on the liquidation analysis, Statement of the assets of the
estate, it was determined that the net liquidation value of the
home, after deducting (a) the homestead exemption which was claimed
and allowed, (b) the costs of sale and trustee's fees that would be
incurred if the home was sold in a hypothetical Chapter 7
liquidation, and (c) Ms. Eyman's separate property interest in the
home from her separate property down payment on the home, would
have a net community value of $345,307, based on the gross sales
price of $875,000.
Ms. Eyman has offered to purchase the estate's interest in the home
and the separate property her interest, if any, for the cash sale
price of $372,500, a premium of about $27,000, or an effective
gross sales price of $902,000, being in line of the value placed on
the home in the Debtor's disclosure statement and plan.
The Debtor will then, from the proceeds of sale, pay directly from
closing all of the allowed post-petition allowed administrative
costs of the Chapter 11, which costs are now on various payment
plans with the holders of those allowed claims. All allowed
post-petition allowed administrative claims will be paid in full on
closing. The Debtor will use the balance of the funds for ongoing
Plan payments and ongoing living expenses over the term of the
Plan. Since the Plan contemplated the sale of the home, and the
sale is in furtherance of the dissolution of the parties and
between spouses, there would be no real estate excise taxes due
upon the sale.
A telephonic hearing on the Motion is set for Oct. 22, 2020 at 9:30
a.m. The Objection Deadline is Oct. 15, 2020. To join the
hearing, interested parties should (1) Dial: 1-888-363-4749; (2)
Enter Access Code: 9365479#; (3) Press the # sign; (4) Enter
Security Code when prompted: 8574#; and (5) Speak name when
prompted.
A copy of the Agreement is available at
https://tinyurl.com/y6h2xl2o from PacerMonitor.com free of charge.
Timothy Donald Eyman sought Chapter 11 protection (Bankr. W.D.
Wash. Case No. 18-14536-MLB) on Nov. 28, 2018.
TNT CRANE: Moody's Assigns B3 CFR, Outlook Stable
-------------------------------------------------
Moody's Investors Service assigned ratings to TNT Crane & Rigging
LLC, including a B3 Corporate Family Rating, B3-PD Probability of
Default Rating, B1 priority term loan rating and Caa2 takeback term
loan rating. The rating outlook is stable.
TNT provides lifting equipment rental services for the energy
sector and for commercial, industrial, infrastructure and other
end-markets in North America. Upon emergence from bankruptcy, the
company has a $225 million priority term loan and $100 million
takeback term loan.
"TNT Crane's ratings reflect its high leverage amid a challenging
operating environment, even as the company significantly cut its
debt balances through the bankruptcy process," said Amol Joshi,
Moody's Vice President and Senior Credit Officer. "The company's
leverage metrics should modestly improve in 2021."
New Assignments:
Issuer: TNT Crane & Rigging LLC
Corporate Family Rating, Assigned B3
Probability of Default Rating, Assigned B3-PD
Senior Secured 1st Lien Term Loan-Priority, Assigned B1 (LGD2)
Senior Secured 1st Lien Term Loan-Takeback, Assigned Caa2 (LGD5)
Outlook Actions:
Issuer: TNT Crane & Rigging LLC
Outlook, Assigned Stable
RATINGS RATIONALE
TNT's B3 CFR reflects the company's modest revenue base and high
leverage amid a challenging operating environment, while
successfully improving its debt and interest expense burden from
previously unsustainable levels through the bankruptcy process.
While the company operates in a fragmented industry, it services
multiple end-markets and a diverse customer base with long-standing
relationships. The company has a significant exposure to the
volatile energy and commercial construction sectors. The weak
global economy and low oil prices exacerbated by the coronavirus
outbreak have forced the energy and commercial construction sectors
to either temporarily postpone or cancel large capital projects and
to postpone some maintenance related work. The B3 rating recognizes
that the company should benefit after much of this work resumes in
2021 along with improving economic and business activity. TNT has a
diverse customer base, and a significant portion of the company's
business involves servicing required maintenance, repair,
turnarounds and routine operating needs that are recurring in
nature. Moody's projects TNT will improve its revenue and
profitability in 2021, while expected rental purchase option (RPO)
buyouts should reduce adjusted debt, resulting in modest
improvement in leverage metrics.
TNT's secured term loans have liens on substantially all assets.
However, the $225 million term loan has priority with respect to
the $100 million term loan pursuant to an intercreditor agreement.
The company's priority term loan is rated B1, two notches above the
B3 Corporate Family Rating (CFR), reflecting its priority to the
assets. The takeback term loan is rated Caa2, two notches below the
CFR, reflecting its junior position to TNT's priority term loan.
TNT should maintain adequate liquidity through 2021. TNT has over
$40 million of balance sheet cash as of its emergence from
bankruptcy. While the company does not have a revolver, the exit
financing funded an additional $5.5 million in order to cash
collateralize letters of credit. The company has an additional $80
million of cash in a locked account which may only be used to
consummate RPO buyouts from time to time prior to the six-month
anniversary of closing. Moody's expects the company will modestly
outspend operating cash flow in 2021 to fund its debt service
obligations, RPO buyouts and other capital spending. However, TNT
could preserve cash by paying its takeback term loan interest
expense mostly in kind, reducing its discretionary capital spending
or potentially refinancing a portion of its RPOs. TNT has a
mandatory cash flow sweep provision on the term loans after 2021,
which will likely lead to TNT utilizing a portion of any free cash
flow to reduce some debt. The priority term loan has a maximum Net
Senior Leverage Ratio of 6x, stepping down to 5.75x on September
30, 2021, and stepping down by 0.25x every six months thereafter,
until 4.5x on March 31, 2024, and a minimum NOLV to priority term
loan of 110%. Moody's expects the company will be in compliance
with its covenants through 2021.
The stable outlook reflects our expectation that leverage metrics
will gradually improve into 2021.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade include TNT improving its
free cash flow and liquidity profile, energy end-markets
stabilizing and debt to EBITDA below 4x.
Factors that could lead to a downgrade include deteriorating
liquidity or EBITDA to interest expense falling below 2x.
The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in May.
Headquartered in Houston, Texas, TNT provides lifting equipment
rental services for the energy sector and for commercial,
industrial, infrastructure and other end-markets in North America.
TNT CRANE: S&P Assigns 'B-' ICR on Bankruptcy Exit
--------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to
specialized crane service provider TNT Crane & Rigging LLC (TNT)
following the company's emergence from Chapter 11 bankruptcy
protection on Oct. 16, 2020, with a new capital structure. The
outlook is negative.
S&P also assigned its 'B+' issue-level rating and '1' recovery
rating to TNT's $225 million exit priority term loan, and a 'CCC'
issue-level rating and '6' recovery rating to its $100 million exit
takeback term loan.
The negative outlook reflects the potential for a lower rating if
continued weak operating performance meaningfully pressures the
company's liquidity position.
With the lower debt burden and earnings from Rocky Mountain
Structures Inc. (RMS), TNT's wholly owned subsidiary which is
included in its new credit group, S&P expects TNT's leverage to be
in the mid-4x area through 2020 and improve to 3x-4x by end of
2021. Roughly $588 million of prepetition debt was eliminated
through the bankruptcy process. Upon exiting bankruptcy, TNT's new
capital structure consists of a $225 million exit priority term
loan and $100 million exit takeback term loan. It will also include
RMS in its new credit group. S&P expects the lower debt burden to
result in mid-4x leverage in 2020, down significantly from around
10x in 2019 (operating solely as North American Lifting Holdings
Inc.). S&P anticipates that with the addition of earnings from RMS
and expected increase in volume from previously deferred turnaround
and maintenance work from its refining and petrochemical vertical,
the company's revenue will moderately rebound in 2021 and further
improve leverage.
S&P said, "We believe the company will have adequate liquidity over
the next 12 months, as reduced interest burden and funded equipment
purchases help drive positive free operating cash flow (FOCF)
generation. As a result of the bankruptcy process, TNT will
benefit from lower interest costs under the new capital structure.
In addition, $80 million of the proceeds from the exit priority
term loan will allow TNT to buy out cranes previously leased under
its rent to purchase option (RPOs). We believe ownership of these
cranes will increase profitability over time. Incorporating these
assumptions, we expect the company to generate positive FOCF in the
$30 million range over the next 12-18 months. However, we
acknowledge FOCF could turn negative if the company increases
capital expenditures (capex) more than we expect or if equipment
utilization rates fall due to continued delays in key projects.
This remains a key risk, as TNT does not have access to a revolving
line of credit and relies solely on internally generated cash flow
to meet ongoing cash needs."
"We continue to view TNT's business less favorably than other
equipment rental peers', primarily due to its small scale, below
average EBITDA margins, and cyclicality in its key end markets.
TNT's business is narrowly focused as an equipment rental provider
to the fragmented and highly competitive North American lifting
services market. Its scale of operations is small and serves
cyclical end markets, such as refining/petrochemicals, power,
midstream, and exploration and production (E&P). As a result, we
believe the company's earnings can remain volatile over an economic
cycle and fluctuate depending on the timing of maintenance and
turnaround projects. For instance, TNT faced recent demand decline
in its refining and petrochemical vertical as a result of deferrals
of maintenance and turnaround activity brought on by the COVID-19
pandemic. Still, we expect the company to manage expenses such that
it maintains EBITDA margins in the mid-20% area, though this
remains lower than peers we rate similarly. TNT provides equipment
operators as part of its service, which partially accounts for the
margin difference with other equipment rental providers."
"TNT has resolved an internal controls issue at RMS. Prior to
emergence, TNT discovered a vendor issue at RMS, which it resolved
working with its lender group. We believe this will not have a
material impact on the company, but we will continue to monitor."
"The negative outlook reflects the potential that we could lower
the rating over the next 12 months if operating performance is
weaker than we anticipate and results in a meaningful decline in
TNT's liquidity position. Under this scenario, FOCF could turn
negative on a consistent basis and we could deem the company's
capital structure to be unsustainable."
S&P could lower its rating on TNT if the company experiences:
-- Further delays in its maintenance and turnaround work, and end
markets remain challenged due to economic weakness;
-- Operating inefficiencies, the loss of customers, and/or a
reduction in new business wins post emergence;
-- Increased capital spending that results in a material cash
burn; or
-- Leverage well beyond S&P's expectations.
S&P could revise the outlook to stable over the next 12 months if
TNT:
-- Generates modestly positive FOCF, such that S&P expects
internally generated cash flow to comfortably cover capital and
other cash needs on a sustained basis.
TRILOGY INTERNATIONAL: Fitch Affirms CCC+ Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDR) of
Trilogy International Partners, LLC and Trilogy International
Partners Inc. at 'CCC+'. The $350 million senior secured notes at
Trilogy International Partners, LLC have been downgraded to
'CCC+'/'RR4' from 'B-'/'RR3' due to the issuance of the new $50
million senior secured notes at Trilogy International South Pacific
LLC (TISP), which are structurally senior to the $350 million
senior secured notes. A new IDR of 'CCC+' has been assigned to
TISP, a subsidiary that owns the equity interests in TIP Inc.'s New
Zealand business. A 'B+'/'RR1' has been assigned to the $50 million
TISP senior secured notes.
The TISP Notes are guaranteed by Trilogy LLC and Trilogy
International South Pacific Holdings LLC (TISPH), the parent of
TISP. The TISP Notes are secured by a pledge by TISPH of 100% of
the equity interests in TISP, a pledge by TISP of its interest in
its loans to Trilogy LLC, and by a first priority lien on a deposit
account that will hold the net proceeds from the issuance of the
TISP Notes.
The ratings affirmation reflects the increase in near-term
liquidity resulting from a transaction with existing bondholders
and shareholders that raised $50 million of new notes. The proceeds
of the TISP notes will be used to fund the payment of interest on
the existing $350 million secured notes, and to pay interest on the
TISP notes.
The notes transaction created a first-lien creditor class ahead of
the existing $350 million senior secured notes following noteholder
consent approval of greater than 75% in principal amount. As such,
the recovery prospects for the $350 million secured notes has been
diminished resulting in a one-notch downgrade of the $350 million
secured notes to 'CCC+'/'RR4'. The consents solicitation also
authorized amendments to the indenture governing the secured notes
to permit TIP Inc.'s operating subsidiary in Bolivia, NuevaTel, to
be sold for noncash consideration, subject to certain terms and
conditions.
The transaction does not address the upcoming maturity of the $350
million senior secured notes in May 2022 and increases debt in the
capital structure, which Fitch views as a credit negative. Fitch
believes an inability to successfully complete an asset sale of the
NuevaTel operating assets and a refinancing of the secured notes
before the notes become current in May 2021 could lead to a ratings
downgrade and increase the risk for a distressed debt exchange
(DDE).
KEY RATING DRIVERS
Near-term Liquidity Headroom Improved: The $50 million of new
secured notes will improve liquidity reserves in the near to medium
term. The consent solicitation should also enhance strategic
flexibility by permitting TIP Inc.'s operating subsidiary in
Bolivia, NuevaTel, to be sold for noncash consideration, subject to
certain terms and conditions.
Fitch believes Trilogy, which was in discussions with potential
buyers for Bolivian assets prior to the pandemic, will renew sale
discussions following the election in 4Q20 that could allow for
greater regulatory clarity. Given the numerous unknowns and
uncertainties as to the overall effects from the pandemic, combined
with political and regulatory environment in Bolivia, this creates
additional uncertainty around timing for any asset sale. Thus,
Fitch's base case does not consider an asset sale of NuevaTel.
OpCo Capital Structure: Both operating subsidiaries have also taken
steps during 2020 to address near-term maturities and increase
liquidity. Two Degrees Mobile Limited (2degrees) completed a bank
syndication for a new three-year senior facilities agreement in
February 2020 with an upsized aggregate commitment for NZD285
million, or USD183 million based on FX in June 2020, from NZD250
million. In August 2020, Trilogy announced that NuevaTel commenced
a two series bond offering of up to USD24.2 million. NuevaTel will
use the net proceeds of the offering to repay existing indebtedness
of approximately USD11.8 million, which matures within the next
year, as well as for capital expenditures.
Inefficient OpCo/HoldCo Structure: The corporate structure is less
than optimal when upstreaming dividends due to cash leakage from
withholding taxes and minority interest distributions in both
Bolivia and New Zealand. Upstreaming dividends are also subject to
FX risk. NuevaTel was historically a dividend contributor and paid
dividends of more than USD300 million to Trilogy since 2008.
However, due to the deterioration in the Bolivian operations,
Trilogy has become heavily reliant on dividends from New Zealand
operations. While Fitch believes 2degrees could upstream
sufficiently cash to the HoldCo level, this would require the New
Zealand operations to materially reduce capital investment absent
Trilogy's $50 million new bond issuance, which could begin to
affect 2degrees' competitive position in the medium-to-longer term.
The $50 million debt issuance at TISP allows 2degrees more
flexibility to make growth related investments.
Over the medium-term, Fitch believes a sale of the Bolivian
operation is key strategically as net proceeds could be used to
reduce debt at the HoldCo level while allowing Trilogy further
opportunities to simplify and create a more sustainable
organizational structure that eliminates the current friction on
moving cash to the HoldCo level. Fitch believes an inability to
successfully complete an asset sale of the NuevaTel operating
assets and a refinancing of the secured notes before the notes
become current in May 2021 could lead to a ratings downgrade and
increase the risk for a distressed debt exchange (DDE).
Coronavirus Implications: NuevaTel experienced material disruption
in its ability to receive cash payments from its subscriber base
due to the restrictive lockdowns. In New Zealand, roaming revenues,
which are in the low-single digits as a percentage of service
revenues, were negatively affected due to travel restrictions.
2degrees and NuevaTel also have higher exposure to prepaid service
revenues as subscribers have lowered usage during the lockdown
period. New Zealand has effectively contained the coronavirus,
which has helped support business reopenings, although borders
remain essentially closed.
Cost management actions in New Zealand include a reduction in
2degrees' workforce, discretionary capex and other nonessential
projects with the flexibility to further reduce spending as
required. Fitch believes these steps should result in relatively
stable levels of cash generation at 2degrees.
In Bolivia, the coronavirus lockdowns restricting movement created
material challenges with cash collections due to closed retail
stores. Fitch believes while subscriber payments will improve
throughout the remainder of 2020, as the economy reopens, Bolivia
will continue to experience EBITDA pressure. As such, the company
will need to aggressively manage costs and capital spending to
preserve liquidity particularly if the shortfall in operating
performance is materially greater than expected. The new bond
offering is expected to support NuevaTel's liquidity position.
Good Momentum in New Zealand: Prior to the coronavirus pandemic,
the New Zealand operations demonstrated good operational momentum
with post-paid churn declining close to historical levels,
increased post-paid subscribers and expanded EBITDA margins that
continued into early 2020. 2degrees generated service revenue and
EBITDA growth during 2019, excluding the effects from FX, and the
new revenue standard of 4% and 12%, respectively. On an organic
basis, service revenue and EBITDA during the second quarter 2020
increased 5% (-3% reported) and 12% (-3% reported), respectively.
2degrees' market challenger strategy has enabled the company to
take market share from the incumbents. The operating environment is
supported by a stable, three-competitor wireless market. The
company improved execution around its sales strategy by bundling
broadband packages, which is a lower cost acquisition channel. The
results were an increase in 2019 of broadband subscribers of 26,000
compared with 13,000 in 2018.
Bolivian Operations Challenged: Significant cash flow deterioration
occurred in the Bolivian operations during the past several years.
This was due to the competitive environment from mobile number
portability, social unrest from political instability and
aggressive promotional offers resulting in significant subscriber
and ARPU erosion.
Prepaid subscribers declined by roughly 700,000 subscribers to
approximately 1.1 million and postpaid subscribers declined by
roughly 30,000 subscribers to approximately 314,000 since 2016.
Blended ARPU declined to USD8.40 as of YE 2019 compared with
USD9.70 in 2016 with further declines during 1H20 to USD7.52. As a
result, LTM EBITDA declined to approximately USD22 million from
approximately USD82 million in 2016.
Increased Leverage Expected: Fitch expects Trilogy's core
telecommunications leverage, measured as total debt/EBITDA, will
increase to the low-to-mid 6x range in 2020 compared with 4.3x in
2019, adjusted for handset-related financial services operations.
The leverage increase is driven by EBITDA pressure related to the
deterioration in the Bolivian operations, the negative effects from
the coronavirus pandemic and the increase in debt. To determine
core telecom leverage, Fitch applied a one-to-one debt/equity ratio
to the company's installment plan device receivables.
DERIVATION SUMMARY
Trilogy's 'CCC+' rating reflects its small scale, material exposure
to the higher risk operational environment in Bolivia, challenger
brand strategy, low profitability and constrained financial
profile. 2degrees in New Zealand and NuevaTel in Bolivia compete
against much larger peers in three-competitor markets. Both
operating companies maintain market share in the low- to mid-20%
range with substantial exposure in both markets to lower-valued
prepaid subscribers.
The ratings are not constrained by Bolivia's operating environment
or Country Ceiling of 'B+', but the company is wholly exposed to FX
fluctuations due to its reliance on servicing HoldCo debt from
international operations, although the Bolivian boliviano is pegged
to the U.S. dollar.
2degrees competes with a former operating subsidiary of Vodafone
Group Plc (BBB/Stable) in New Zealand, which has a more expansive
scale, geographic scope and financial resources. Vodafone sold the
operations to a New Zealand infrastructure company and Canadian
asset management firm. In early 2020, 2degrees and Vodafone entered
into a network sharing arrangement which supports more efficient
capital deployment.
In Bolivia, NuevaTel competes against Tigo, S.A., an operating
subsidiary of Millicom International Cellular S.A. (MIC;
BB+/Stable), which has a much stronger business and financial
profile. MIC's ratings reflect the company's geographic
diversification, strong brand recognition and network quality.
These factors contributed to MIC's leading positions in its key
markets and solid cash flow generation.
Trilogy's ratings are similar to Oi S.A. (CCC+) with a smaller
scale. Oi's ratings reflect weak operating trends and deterioration
in the Brazilian operating environment, which will hinder a return
to growth. While Oi has adequate liquidity in 2020, its business
model and financial performance is unsustainable, relative to capex
requirements and debt service, in 2022 and beyond.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Agency's Rating Case for the
Issuer
-- Consolidated EBITDA of roughly USD100 million;
-- Capex materially lower than 2019;
-- Consolidated ending cash of at least USD100 million;
-- A moderate FCF deficit;
-- Annual operating cash costs of roughly USD45 million required
for Trilogy at the HoldCo level supported by the USD50 million debt
issuance;
-- Leverage in the low-to-mid 6x range.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to a
positive rating action/upgrade:
-- A recovery in operating performance that demonstrates
subscriber growth and ARPU stabilization following the lockdowns
within the New Zealand and Bolivian operations;
-- Refinancing of the HoldCo notes;
-- An asset sale of the Bolivian NuevaTel operations;
-- Maintain sufficient liquidity throughout the organizational
structure including HoldCo debt service requirements combined with
adequate flexibility to make growth-related capital investments in
New Zealand to sustain 2degrees' competitive position.
Factors that could, individually or collectively, lead to a
negative rating action/downgrade:
-- The inability to complete an asset sale agreement of the
NuevaTel operations and a refinancing of the secured notes before
the notes become current in May 2021;
-- Deterioration in operating performance, driven by subscriber
losses and ARPU compression in the mobile segment for New Zealand
and/or Bolivian operations, which results in further revenue and
EBITDA pressure;
-- Trilogy enters into an agreement with HoldCo bondholders that
could be classified as a DDE per Fitch's Distress Debt Exchange
Rating Criteria;
-- Insufficient liquidity due to an inability, or any material
limitations, with upstreaming cash from operating subsidiaries.
This could include any unforeseen impediment, regulatory or of
another nature, in upstreaming cash to the parent level.
LIQUIDITY AND DEBT STRUCTURE
Limited Liquidity Headroom: Trilogy's consolidated cash, cash
equivalents and short-term investments was approximately USD68
million for 2Q20 (compared to USD47 million in the first-quarter)
including USD30 million held at 2degrees (compared to USD9 million
in the first-quarter), USD31 million held at NuevaTel (compared to
USD22 million in the first-quarter) and USD7 million held at the
parent level. The fifty million dollars in debt issuance supports
improved near-term liquidity for debt service at the HoldCo level.
Trilogy does not have a revolving bank facility at the HoldCo level
and is subject to FX fluctuations that could negatively affect debt
servicing costs at the HoldCo. The company has suspended the
dividend at Trilogy International Partners, Inc. of CAD0.02 per
common share, roughly CAD1 million.
The consolidated leverage debt incurrence covenant, less than or
equal to 4.0x, in the HoldCo secured notes, limits additional debt
within Trilogy's capital structure. However, carveouts within the
indentures offer some additional debt flexibility. Carveouts
include debt at the Bolivian subsidiary of USD50 million, permitted
receivables financing not to exceed NZD50 million, indebtedness at
2degrees not to exceed the greater of an aggregate total debt of
NZD245 million, or on a pro forma basis, consolidated leverage of
2.0x, after incurrence of additional debt and carveouts for
spectrum.
Both 2degrees and NuevaTel operations have local facilities
agreements to provide local debt capacity for operational support.
2degrees completed a bank syndication for a new three-year senior
facilities agreement in February 2020 with an upsized aggregate
commitment for NZD285 million, or USD183 million based on FX in
June 2020, from NZD250 million.
The agreement consists of a NZD235 million, or USD151 million,
facility that was fully drawn at closing with no amortization
requirements, a NZD30 million investment facility or USD19 million,
that was fully drawn following the end of 2Q20, and a NZD20 million
working capital facility or USD13 million that was undrawn.
The senior facilities agreement provides for an uncommitted NZD35
million accordion facility that can be used to fund capex. 2degrees
has substantial cushion under its main covenants, including net
leverage of not greater than 3.00x until Dec. 31, 2020; 2.75x from
Jan. 1, 2021 to Dec. 31, 2021; and 2.50x thereafter. 2degrees must
also maintain a total interest coverage ratio of not less than
3.0x. An additional covenant limits permitted distributions to 100%
of FCF and requires a leverage ratio of 2.0x, immediately following
the permitted dividend distribution.
In Bolivia, during 1Q20, NuevaTel entered into an USD8.3 million
secured bank loan due July 2021 with Banco Nacional de Bolivia S.A.
to repay the outstanding balance under NuevaTel's USD25 million
syndicated bank loan facility due 2021. As part of the new
agreement, the financial covenant requirement was removed from the
new bank loan agreement.
NuevaTel also has two other bank loans totaling USD7 million and
USD8 million at the time of the initial draw with modest
amortization requirements that mature in 2022 and 2023,
respectively. The amount outstanding was USD4.8 million and USD6.2
million, respectively, as of June 30, 2020. The 2022 and 2023 bank
loan agreements do not contain financial covenants.
In August 2020, Trilogy announced that NuevaTel commenced a two
series bond offering of up to USD24.2 million. NuevaTel will use
the net proceeds of the offering to repay existing indebtedness of
approximately USD11.8 million, which matures within the next year,
as well as for capital expenditures. The bonds will be secured with
certain sources of NuevaTel cash flows. The bonds contain certain
financial covenants including a debt service ratio. The debt
service ratio will be applicable starting with the 1Q22. The bonds
have no recourse to TIP Inc. or its subsidiaries other than
NuevaTel. NuevaTel has received commitments for approximately
USD19.5 million of the bond offering, including all of Series A
(USD9.7 million). The bond offering will be open through Oct. 31,
2020.
2degrees has spectrum-related installment payments required for the
1,800MHz and 2,100MHz license renewal of approximately NZD10
million annually for the next six years starting in early 2021.
2degrees made its final payment related to the 700 MHz license in
2019. Bolivia does not have any further spectrum-related payments
due over the ratings horizon following the USD30 million payment in
2019 for the 1900 MHz spectrum renewal.
Recovery Assumptions
The recovery analysis assumes Trilogy would be considered a going
concern in a bankruptcy and the company would be reorganized rather
than liquidated. Fitch assumed a 10% administrative claim. The
Recovery Rating (RR) considers the structural subordination to the
local operating subsidiaries' debt. Fitch believes the recovery
analysis for Trilogy is best performed using a "sum of the parts"
approach, where a waterfall analysis for recovery is performed
individually for each operating subsidiary and rolled up to the
parent level.
Consequently, Fitch determined a going-concern EBITDA for each
operating subsidiary. The recovery also considers the minority
stakes at each operating subsidiary and assigns a proportionate
EBITDA to Trilogy. Fitch's recovery analysis includes an additional
discount related to the withholding tax the company is subject to
in Bolivia of 12.5% and New Zealand of 7.5%.
The going-concern EBITDA assumes both depletion of the current
position to reflect the distress that provoked a default and a
level of corrective action Fitch assumes would have occurred during
restructuring or would be priced into a purchase price by potential
bidders. The recovery analysis reflects a scenario in which EBITDA
declines as a result of continued erosion of the subscriber base in
both Bolivia and New Zealand.
This is due to aggressive price discounting by the larger,
financially stronger competitors that causes a repricing of the
subscriber bases and additional challenges for Bolivia, which could
be due to a combination of country risk factors including
political, social, economic and legal.
For Bolivian operations, the going-concern EBITDA of approximately
USD15 million, represents an approximate 33% decline to LTM EBITDA
as of June 30, 2020. Fitch believes the current political
instability, past social unrest and competitive environment,
combined with the negative effects from the coronavirus pandemic,
provide limited clarity on the going-concern EBITDA. This increases
uncertainty around the ongoing run-rate EBITDA post-pandemic. Thus,
Fitch has taken a conservative view on valuations for the recovery
analysis.
For New Zealand operations, the going-concern EBITDA of USD80
million, represents an approximate 28% decline to the LTM EBITDA.
The going-concern EBITDA reflects 2degrees' solid momentum with a
good competitive position in New Zealand's stable three-player
operating environment. Fitch believes the going-concern EBITDA also
represents the level of sustainable cash flow to support required
investments for network infrastructure and the expected spectrum
payments to maintain its competitive position.
Fitch assigned a multiple of 4.0x to NuevaTel based on a range of
multiples used for similar companies using near-proxy sectors in
the Latin American region. The multiple reflects the challenges
with the current uncertainty and instability in the
operating/political environment and the state of the company's
business model, which experienced significant operational
disruption and loss of market share during the past couple of
years.
New Zealand's multiple of 6.5x reflects the materially better
overall operating fundamentals than Bolivia. This includes market
position, growth prospects and the country's better ranking, in
creditor friendly policies, and general enforceability. The
multiples compare with the 5.5x median Technology, Media and
Telecommunications emergence enterprise value/forward EBITDA
multiple and the median 6.1x cross-sector multiple.
For issuers with assets in multiple jurisdictions, the cap analysis
is weighted by the country or countries in which the economic value
of that issuer's business could be realized. When the country of
incorporation of the parent company exhibits a lower cap than the
average of the countries in which the preponderance of assets are
located, the lower cap of the holding company's jurisdiction would
apply only if Fitch believes the recovery process would be
negatively affected, directly or indirectly, by any legal processes
at the parent company level. New Zealand is in Group A while
Bolivia is in Group D. Given that the preponderance of economic
value resides in the New Zealand operations, recoveries could be up
to a 'RR1'.
The above assumptions result in a recovery rating for the new $50
million secured notes at 'B+'/'RR1'and the $350 million senior
secured notes at 'CCC+'/'RR4', one notch lower than previously.
SUMMARY OF FINANCIAL ADJUSTMENTS
-- Adjustments for factoring and outstanding handset receivables
related to FS operations that Fitch brought back on balance sheet
(assessed using a debt-to-equity ratio of 1x).
-- In calculating leverage metrics, EBITDA is reduced to reflect
any dividends to minorities.
WESTMORELAND COAL: Coal Act May be Modified Via Section 1114
------------------------------------------------------------
The U.S. Court of Appeals for the Fifth Circuit has affirmed the
bankruptcy court's ruling that the Coal Act obligations may be
modified via 11 U.S.C. section 1114, though they clarify that a
court must find that the principal purpose of the transaction is
not to avoid liability under the Act.
An appeal was taken by the Trustees of the United Mine Workers of
America Combined Benefit Fund and United Mine Workers of America
1992 Benefit Plan with respect to the 2018 bankruptcy filing of
Westmoreland Coal Company. They asked whether section 1114 allows
for the modification of Coal Act obligations.
As part of its Chapter 11 reorganization, Westmoreland negotiated
an agreement with creditors to sell the bulk of its assets through
an auction. Every bidder conditioned its purchase of Westmoreland's
assets on the termination of successor liability for Westmoreland's
Coal Act obligations. Consequently, Westmoreland proposed
modifying those obligations under section 1114. The Trustees of
the Combined Plan and the 1992 Plan responded by filing a complaint
for a declaratory judgment that Coal Act obligations are not
"retiree benefits" and thus cannot be modified under section 1114.
Westmoreland moved for a Rule 12(c) judgment on the pleadings.
The case involves the interaction of two laws that protect
retirees' health care benefits, according to the Fifth Circuit.
Passed in 1992, the Coal Act culminated decades of efforts to
guarantee benefits for retired coal miners. It requires coal
companies to pay premiums that fund retirees' benefits and limits
interference with those obligations. Enacted four years earlier,
section 1114 of the Bankruptcy Code followed a number of
high-profile Chapter 11 cases in which debtors -- among them, a
coal company -- unilaterally terminated their retirees' benefits.
It requires a debtor to keep paying benefits unless those benefits
are modified through either an agreement between the debtor and the
retirees' representative or a court order.
Before the Westmoreland Coal court ruled, the U.S. Court of Appeals
for the Eleventh Circuit decided the same issue in re Walter
Energy, Inc., 911 F.3d 1121 (11th Cir. 2018). Walter Energy -- in
which the Trustees were a party -- determined that Coal Act
obligations were "retiree benefits" subject to modification under
section 1114. Two days later, the bankruptcy court in Westmoreland
issued an opinion arriving at the same conclusion. It then
certified its judgment for direct appeal to the Fifth Circuit.
The Fifth Circuit said the Trustees' broadest attack is that
several provisions of the Coal Act affirmatively "block" the
negotiation process that section 1114 requires for a debtor to
modify its Coal Act obligations.
The first Coal Act protection they invoke, 26 U.S.C. section 9722,
may coexist with a section 1114 proceeding. This provision
nullifies "any transaction" with the "principal purpose" of
"evad[ing] or avoid[ing] liability" under the Coal Act. Walter
Energy recognized that the Coal Act could thus bar a section 1114
modification that has a principal purpose of avoiding Coal Act
liability. But the modification was not so motivated in that
bankruptcy; instead "the purpose of the sale was to provide the
best possible outcome for the various stakeholders because it would
allow some of Walter Energy's mines to continue operating." The
Fifth Circuit does not have any findings to support such a
conclusion here because this is a declaratory judgment action
brought in anticipation of a section 1114 modification attempt. To
be sure, the findings that section 1114 requires for court-mandated
modification -- that "such modification is necessary to permit the
reorganization of the debtor and assures that all creditors, the
debtor, and all of the affected parties are treated fairly and
equitably, and is clearly favored by the balance of the equities,"
11 U.S.C. section 1114(g)(3) -- would usually preclude a finding
that the principal purpose was to extinguish Coal Act obligations.
In any case, requiring the bankruptcy court to make a principal
purpose finding whenever a debtor attempts to modify its Coal Act
obligations maintains a role for both section 1114 and section
9722.
According to the Fifth Circuit, the problem with the Trustees' next
argument is that it did not give force to both statutes but instead
asked the Appeals Court to displace the bankruptcy modification
procedure in favor of a Coal Act provision. The Trustees contended
that the provision stating that "[a]ll liability for contributions
to the Combined Fund . . . shall be determined exclusively under"
the Coal Act, 26 U.S.C. section 9708, means there is no role for
the Bankruptcy Code to modify those obligations. But there is a
narrower reading of section 9708 that gives it meaning while
preserving a role for section 1114. Section 9708's title ("Effect
on pending claims or obligations") and text indicate that it
"serve[s] a specific, narrow purpose: to address the effect that
the creation of the Combined Fund had on coal companies' existing
and future obligations to the 1950 and 1974 Benefit Plans."
The Trustees also pointed to 26 U.S.C. section 9711(e), which
briefly stated that benefits for employees not covered by the Coal
Act "shall only be determined by, and shall be subject to,
collective bargaining, lawful unilateral action, or other
applicable law." This subsection, they argued, implies that Coal
Act obligations are not subject to "collective bargaining, lawful
unilateral action, or other applicable law." That is a strong
negative inference to draw from the fairly bland language of
section 9711(e), the Fifth Circuit said. It Circuit agreed with
other courts that considered section 9711(e) as leaving benefits
for noncovered employees to future collective bargaining agreements
or legislation. Section 9711(e) hardly amounts to the clear
indication required to show that Coal Act benefits should not be
subject to "other applicable law[s]" like section 1114, the Fifth
Circuit said.
Seeing no clear indication that Congress intended to carve out Coal
Act obligations from section 1114's reach, the Fifth Circuit held
that section 1114 can apply to those obligations. Section 1114
also prohibits the unilateral changes to a debtor's retirement
obligations that were once common. A section 1114 modification is
allowed only if the debtor and the retirees' representative agree
or the bankruptcy court orders changes after finding that the
equities favor modification.
The Fifth Circuit, therefore, affirmed the bankruptcy court's
ruling that Coal Act obligations may be modified via section 1114.
The case is in re: MICHAEL H. HOLLAND, as trustee for THE UNITED
MINE WORKERS OF AMERICA COMBINED BENEFIT FUND AND UNITED MINE
WORKERS OF AMERICA 1992 BENEFIT PLAN; WILLIAM P. HOBGOOD, as
trustee for THE UNITED MINE WORKERS OF AMERICA COMBINED BENEFIT
FUND; MICHAEL W. BUCKNER, as trustee for THE UNITED MINE WORKERS OF
AMERICA COMBINED BENEFIT FUND; MICHAEL O. McKOWN, as trustee for
THE UNITED MINE WORKERS OF AMERICA COMBINED BENEFIT FUND AND UNITED
MINE WORKERS OF AMERICA 1992 BENEFIT PLAN; JOSEPH R. RESCHINI, as
trustee for THE UNITED MINE WORKERS OF AMERICA COMBINED BENEFIT
FUND AND UNITED MINE WORKERS OF AMERICA 1992 BENEFIT PLAN; CARLO
TARLEY, as trustee for THE UNITED MINE WORKERS OF AMERICA 1992
BENEFIT PLAN; CARL E. VAN HORN, as trustee for THE UNITED MINE
WORKERS OF AMERICA COMBINED BENEFIT FUND; GAIL R. WILENSKY, as
trustee for THE UNITED MINE WORKERS OF AMERICA COMBINED BENEFIT
FUND, Appellants, v. WESTMORELAND COAL COMPANY; ABSALOKA COAL,
L.L.C.; BUCKINGHAM COAL COMPANY, L.L.C.; DAKOTA WESTMORELAND
CORPORATION; DARON COAL COMPANY; ET AL, Appellees, No. 19-20066
(5th Cir.).
A copy of the Fifth Circuit's Decision is available at
https://bit.ly/3aRydf5 from Leagle.com.
About Westmoreland Coal Company
Based in Englewood, Colorado, Westmoreland Coal Company
(otcmkts:WLBAQ) -- http://www.westmoreland.com/-- is an
independent coal company based in the United States. Westmoreland
Coal Company and 36 affiliates filed voluntary Chapter 11 petition
(Bankr. S.D. Tex. Case No. 18-35672) on Oct. 9, 2018. The Debtors
tapped Jackson Walker LLP and Kirkland & Ellis LLP and Kirkland &
Ellis International LLP as their legal counsel; Centerview Partners
LLC as financial advisor; Alvarez & Marsal North America, LLC as
restructuring advisor; PricewaterhouseCoopers LLP as consultant;
and Donlin, Recano & Company, Inc. as notice and claims agent.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Oct. 19, 2018. The Committee tapped Morrison
& Foerster LLP and Cole Schotz P.C. as its legal counsel.
Judge David Jones of the Bankruptcy Court for the Southern District
of Texas on March 2, 2019, confirmed the Amended Joint Chapter 11
Plan of Westmoreland Coal Company, et al. Pursuant to the
Confirmation Order, debtor Westmoreland Mining LLC is renamed to
Old Westmoreland Mining LLC effective as of March 8, 2019.
WESTON INSURANCE: A.M. Best Affirms B(Fair) Fin. Strength Rating
----------------------------------------------------------------
AM Best has removed from under review with negative implications
and affirmed the Financial Strength Rating of B (Fair) and the
Long-Term Issuer Credit Rating of "bb" of Weston Insurance Company
(Weston) (Coral Gables, FL). The outlook assigned to these Credit
Ratings (ratings) is negative.
The ratings reflect Weston's balance sheet strength, which AM Best
categorizes as adequate, as well as its marginal operating
performance, limited business profile and appropriate enterprise
risk management (ERM).
Weston recently converted all outstanding preferred shares,
accumulated dividends and a bridge loan into common equity at its
ultimate parent, Weston Insurance Holdings Corporation. As a
result, the financial leverage at the parent company, which is
embedded within Weston's overall balance sheet assessment,
significantly improved as compared with when the ratings were
placed under review on Nov. 19, 2019. Concurrently, Weston
experienced surplus erosion through the first six months of 2020,
driven by assumed catastrophe losses from newly acquired sister
company, Weston Specialty Insurance Company (formerly Anchor
Specialty Insurance Company), and the liquidation of the
wholly-owned Weston Select Insurance Company to facilitate the
purchase of Weston Specialty Insurance Company. The reduction in
capital, combined with the purchase of less catastrophe reinsurance
protection at renewal, drove a material decline in risk-adjusted
capitalization, as measured by Best's Capital Adequacy Ratio
(BCAR). These unfavorable trends are reflected by the negative
outlook that has been assigned to the ratings.
Operating performance, categorized as marginal, experienced
volatility driven by the aforementioned assumed losses; however, AM
Best expects any additional near term losses to be mitigated by
changes in the quota share treaty, which include no further
retained catastrophe losses subject to a $20 million aggregate
limit. The limited business profile continues to reflect product
and geographic concentrations that carry above average exposure to
severe weather losses. Concern has also developed regarding
Weston's ERM program and its ability to mitigate ongoing pressures
effectively, given the observed increase in retained exposure at
tail events. This concern is highlighted by the hardening
reinsurance market given Weston's business model, which
strategically relies on reinsurance to generate ceding commissions.
WHEEL PROS: S&P Affirms 'B-' ICR on Dividend Recapitalization
-------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on Wheel
Pros Inc.
Wheel Pros Inc. is planning to use the proceeds from a new
seven-year $735 million first-lien term loan and eight-year $210
million second-lien term loan to pay a $220 million dividend to its
financial sponsor Clearlake Capital Group and redeem its existing
first- and second-lien term loans. The company will also refinance
its existing $60 million asset-based lending (ABL) revolver with a
new five-year $100 million facility as part of this transaction.
Meanwhile, S&P assigned its 'B-' issue-level rating and '3'
recovery rating to the company's new first-lien facility and its
'CCC' issue-level rating and '6' recovery rating to the company's
new second-lien term loan. S&P's ratings on the company's existing
debt remain unchanged because the rating agency expects it to repay
these facilities at the close of the transaction.
S&P said, "The stable outlook reflects our expectation that Wheel
Pros will maintain sufficiently high margins and free cash flow
such that its liquidity would remain adequate even if a longer-term
recession decreases the customer demand for its products."
"The company's credit measures will weaken significantly due to the
increase in its debt, though we do not foresee a significant rise
in its liquidity or default risk even amid the pandemic. Wheel
Pros' proposed recapitalization will increase its funded debt
balances by approximately $258 million. We estimate that its pro
forma debt to EBITDA will initially increase to well above 9x
before falling below 8x in 2021 due to this transaction. This is
significantly higher than our previous forecast for leverage in the
6x-7x range over the next 12 months. We note that our 2020 leverage
calculation incorporates about $36 million in costs to refinance
its capital structure, which we do not expect to recur in 2021.
Despite this very high level of leverage and its elevated tolerance
for financial risk during the pandemic, we think Wheels Pros'
strong margins and modest capital spending will allow it to
generate stable FOCF. Specifically, we expect the company to
generate a FOCF-to-debt ratio of at least 3% over the next 12
months and closer to 5% in 2021. This level of cash flow, along
with the availability under its undrawn $100 million ABL facility
after the refinancing, will likely provide the company with
adequate liquidity over the next 12 months even if the demand for
its products declines. We do not view this amount of debt leverage
as unsustainable as long as Wheel Pros continues to generate our
forecast level of FOCF."
"The stable outlook reflects our expectation that Wheel Pros will
maintain sufficiently high margins and free cash flow such that its
liquidity would remain adequate even if a longer-term recession
decreases the customer demand for its products."
Upside scenario
S&P said, "We could raise our rating on Wheel Pros if it sustains
leverage (with a cushion) of less than 6.5x and a FOCF-to-debt
ratio of at least 3%. Even if the company achieves these triggers,
we would also expect it to develop a longer track record of
operating at these improved levels throughout 2021 (with the
expectation for similar credit metrics in 2022) before raising our
rating. We would also have to be confident that its private-equity
sponsor would not further increase its debt leverage for
acquisitions or dividends before raising the rating."
Downside scenario
S&P said, "We could lower our ratings on Wheel Pros if its EBITDA
contracts significantly and causes its FOCF to remain negative for
multiple quarters such that it reduces the company's liquidity or
increases its debt leverage relative to current levels. This would
cause us to view its financial commitments as unsustainable. This
could occur if the demand for Wheel Pros' products falls
significantly due to a longer and more protracted economic
downturn."
WYNN MACAU: Moody's Rates $600MM Senior Unsecured Notes 'B1'
------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Wynn Macau,
Limited's proposed $600 million senior unsecured notes due 2028 and
$250 million add-on to the company's existing B1 rated senior
unsecured notes due 2026 in August 2020. WML is a 72.2% owned
subsidiary of Wynn Resorts Finance, LLC, which in turn is a
wholly-owned subsidiary of Wynn Resorts, Limited.
WRF's Ba3 Corporate Family Rating, Ba3-PD Probability of Default
rating, and existing Ba1 rated senior secured revolver and term
loan and B1 rated senior unsecured notes are unchanged. The
existing B1 rated senior unsecured notes at WML and Wynn Las Vegas,
LLC are unchanged. The company's speculative-grade liquidity rating
of SGL-2 is unchanged. The outlook remains negative.
Proceeds from the proposed $250 million senior unsecured notes
add-on and the $600 million senior unsecured notes, net of fees and
expenses, will be used to facilitate repayment of a portion of the
amounts outstanding under the Wynn Macau credit facilities and for
general corporate purposes. The refinancing is credit positive,
enabling the company to improve future funding flexibility by
reducing the secured debt in its capital structure. The transaction
does not affect the Ba3 CFR or negative outlook because it is
largely debt for debt and leverage neutral.
The following ratings/assessments are affected by its action:
New Assignments:
Issuer: Wynn Macau, Limited
Senior Unsecured Global Notes, Assigned B1 (LGD5)
RATINGS RATIONALE
Wynn's Ba3 Corporate Family Rating reflects the meaningful earnings
decline over the next few months expected from efforts to contain
the coronavirus and the potential for a slow recovery now that
properties have reopened. The rating is supported by the quality,
popularity, and favorable reputation of the company's resort
properties -- a factor that continues to distinguish Wynn from most
other gaming operators -- along with the company's well-established
and very successful track record of building large, high quality
destination resorts.
Wynn's good liquidity and relatively low cost of debt capital also
support the ratings. The Ba3 Corporate Family Rating also
incorporates Moody's expectation that Wynn will successfully renew
its Macau concession agreement prior to its 2022 expiration on
terms that will not, in and of itself, impair Wynn's credit
quality. Key credit concerns include Wynn's limited diversification
despite being one of the largest U.S. gaming operators in terms of
revenue and exposure to reductions in cyclical discretionary
consumer and business spending.
Wynn's revenue and cash flow will remain heavily concentrated in
the Macau gaming market. Moody's also expects that Wynn will be
presented with and pursue other large, high profile, integrated
resort development opportunities around the world. As a result,
there will likely be periods where the company's leverage
experiences periods of increases due to partially debt-financed,
future development projects.
All of Wynn's facilities are now open, with Macau reopening in
March, Las Vegas in June, and Encore Boston Harbor reopening in
July. Moody's expects Wynn's operating performance to improve
sequentially from the second quarter results, which was likely the
trough with revenue down 95% and EBITDA meaningfully negative.
Moody's projects debt-to-EBITDA leverage will remain elevated in
2020 and 2021 but will decline towards pre-pandemic levels (2019
levels) of below 7x (below 5x on a net basis) by 2022.
Wynn's speculative-grade liquidity rating of SGL-2 reflects
expected decline in earnings and cash flow. As of June 30, 2020,
Wynn had cash of $3.8 billion on a consolidated basis, with over
$2.2 billion in Macau. Moody's estimates the company could maintain
sufficient internal cash sources after maintenance capital
expenditures to meet required annual amortization and interest
requirements assuming a sizeable decline in annual EBITDA. The
expected EBITDA decline will not be ratable over the next year and
because EBITDA and free cash flow will be negative for an uncertain
time period, liquidity and leverage could deteriorate quickly over
the next few months.
The rapid spread of the coronavirus outbreak, deteriorating global
economic outlook, low oil prices, and high asset price volatility
have created an unprecedented credit shock across a range of
sectors and regions. The gaming sector has been one of the sectors
most significantly affected by the shock given its sensitivity to
consumer demand and sentiment. More specifically, the weaknesses in
Wynn's credit profile, including its exposure to travel disruptions
and discretionary consumer spending have left it vulnerable to
shifts in market sentiment in these unprecedented operating
conditions and Wynn remains vulnerable to the outbreak continuing
to spread.
Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. Wynn's ratings reflect the impact on Wynn of the
breadth and severity of the shock, and the broad deterioration in
credit quality it has triggered.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The negative outlook reflects the uncertain duration and recovery
from the coronavirus-related earnings and cash flow pressure, which
will lead to higher debt even when property earnings recover.
Earnings will decline due to the disruption in casino visitation
resulting from efforts to contain the spread of the coronavirus
including recommendations from federal, state and local governments
to avoid gatherings and avoid non-essential travel. These efforts
include mandates to close casinos on a temporary basis.
The negative outlook also reflects the negative effect on consumer
income and wealth stemming from job losses and asset price
declines, which will diminish discretionary resources to spend at
casinos once this crisis subsides. Wynn remains vulnerable to
travel disruptions and unfavorable sudden shifts in discretionary
consumer spending and the uncertainty regarding the timing of
facility re-openings and the pace at which consumer spending at the
company's properties will recover.
Ratings could be downgraded if liquidity deteriorates or if Moody's
anticipates Wynn's earnings declines to be deeper or more prolonged
because of actions to contain the spread of the coronavirus or
reductions in discretionary consumer spending.
A ratings upgrade is unlikely given the weak operating environment.
However, an upgrade would require that the continued ramp-up of
Encore Boston Harbor supports WRF's ability to maintain net
debt/EBITDA on a Moody's adjusted basis below 5.0x.
The principal methodology used in these ratings was Gaming Industry
published in December 2017.
Wynn Resorts Finance, LLC is an indirect wholly-owned subsidiary of
Wynn Resorts, Limited, and holds all of Wynn Resorts, Limited's
ownership interests in Wynn Las Vegas, LLC, which owns and operates
the Wynn Las Vegas integrated resort in Las Vegas, Nevada
(excluding certain leased retail space that is owned by Wynn
Resorts directly), Wynn Asia, and Wynn MA, LLC, which owns and
operates Encore Boston Harbor. Consolidated revenue for the last
twelve-month period ended June 30, 2020 was $4.3 billion.
YOGAWORKS INC: Oct. 30 Hearing on $5M Sale of All Assets to YWIF
----------------------------------------------------------------
Judge Karen B. Owens of the U.S. Bankruptcy Court for the District
of Delaware will convene a hearing on Oct. 30, 2020 at 11:00 a.m.
(ET) to consider the bidding procedures proposed by YogaWorks, Inc.
and affiliates in connection with the sale of substantially all
assets to YogaWorks Investment Fund, LLC ("YWIF") for $5 million,
plus all assumed liabilities, pursuant to the Asset Purchase
Agreement, subject to overbid.
Any responses to the Bidding Procedures Motion may be presented at
the Hearing.
Prior to the Petition Date, the Debtors had outstanding funded debt
in the principal amount of $10 million with Avidbank. The Credit
Agreement and related documents were subsequently assigned by
Avidbank to Great Hill Equity Partners V, LP ("GHP") and then
assigned prior to the Petition Date by GHP to Serene. The GHP Loan
is secured by a senior lien on substantially all of the assets of
YogaWorks and Yoga Works. As of the Petition Date, $10 million
remains outstanding under the GHP Loan ("Senior Prepetition Debt").
Serene Investment Management, LLC agreed to provide the Debtors a
Credit Facility in the principal amount of $3.35 million. The DIP
Credit Facility has been approved on an interim basis pursuant to
an order dated Oct. 16, 2020.
In order to ensure that the Debtors receive the maximum value for
their Assets, they will market their Assets and conduct a fair and
open Auction subject to the Bidding Procedures.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Nov. 18, 2020 at 5:00 p.m. (ET)
b. Initial Bid: An amount equal to at least $5.25 ,which
consists of (i) the credit bid consideration set forth in the
Agreement in the amount of $5 million, plus (ii) the amount of the
Break-up Fee of $150,000, plus (iii) $100,000
c. Deposit: $100,000
d. Auction: If more than one Qualified Bid is received (other
than the Stalking Horse Bidder's bid), the Debtors will conduct an
Auction on Nov. 20, 2020 at 10:00 a.m. (ET) at the offices of Cozen
O'Connor, 1201 North Market Street, Suite 1001, Wilmington, DE
19801, or such other place as the Debtors will notify all proposed
attendees. All parties other than Debtors' local counsel will
attend the Auction via Zoom video conference pursuant to
instructions to be provided no later than 24 hours prior to the
Auction.
e. Bid Increments: $50,000
f. Sale Hearing: Nov. 23, 2020 at 11:00 a.m. (ET)
g. Sale Objection Deadline: Nov. 16, 2020 at 4:00 p.m. (ET)
h. Break-up Fee: $150,000
i. Credit Bidding: For purposes of any bid by the Stalking
Horse Bidder, including any Overbid, the Stalking Horse Bidder will
be entitled to credit bid up to the full amount of the GHP Loan.
The Stalking Horse Bidder may not credit bid any portion of its DIP
Facility claims. All creditors will be permitted to attend the
Auction.
A copy of the Bidding Procedures is available at
https://tinyurl.com/y5tln7jx from PacerMonitor.com free of charge.
About YogaWorks
YogaWorks is a leading provider of progressive and quality yoga
that promotes total physical and emotional well-being. YogaWorks
caters to students of all levels and ages with both traditional and
innovative programming. It is also an international teaching
school, cultivating the richest yoga talent from around the globe
and setting the gold standard for teaching. For more information on
YogaWorks, visit http://www.yogaworks.com/
YogaWorks, Inc., and Yoga Works, Inc., sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 20-12599) on Oct. 14, 2020.
In the petition signed by CEO Brian Cooper, YogaWorks was estimated
to have $1 million to $10 million in assets and $10 million to $50
million in liabilities.
The Debtors tapped SHULMAN BASTIAN FRIEDMAN & BUI LLP as
restructuring counsel; COZEN O'CONNOR as Delaware restructuring
counsel; and FORCE TEN PARTNERS, LLC as financial advisor. BMC
GROUP, INC., is the claims agent.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
ABSOLUTE SOFTWRE ALSWF US 130.2 (43.1) (16.9)
ABSOLUTE SOFTWRE ABT CN 130.2 (43.1) (16.9)
ABSOLUTE SOFTWRE OU1 GR 130.2 (43.1) (16.9)
ABSOLUTE SOFTWRE ABT2EUR EU 130.2 (43.1) (16.9)
ACCELERATE DIAGN AXDX US 114.8 (37.0) 92.4
ACCELERATE DIAGN 1A8 GR 114.8 (37.0) 92.4
ACCELERATE DIAGN AXDX* MM 114.8 (37.0) 92.4
ACUTUS MEDICAL AFIB US 72.0 (3.4) 15.1
ADAPTHEALTH CORP AHCO US 739.3 (6.8) 6.5
AGENUS INC AJ81 TH 185.8 (199.0) (37.5)
AGENUS INC AGENEUR EU 185.8 (199.0) (37.5)
AGENUS INC AJ81 QT 185.8 (199.0) (37.5)
AGENUS INC AJ81 GR 185.8 (199.0) (37.5)
AGENUS INC AGEN US 185.8 (199.0) (37.5)
AGENUS INC AJ81 GZ 185.8 (199.0) (37.5)
AMC ENTERTAINMEN AMC* MM 11,271.6 (1,575.4) (1,031.5)
AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2)
AMERICAN AIR-BDR AALL34 BZ 62,773.0 (5,528.0) (4,244.0)
AMERICAN AIRLINE A1G GZ 62,773.0 (5,528.0) (4,244.0)
AMERICAN AIRLINE A1G QT 62,773.0 (5,528.0) (4,244.0)
AMERICAN AIRLINE AAL US 62,773.0 (5,528.0) (4,244.0)
AMERICAN AIRLINE AAL* MM 62,773.0 (5,528.0) (4,244.0)
AMERICAN AIRLINE A1G GR 62,773.0 (5,528.0) (4,244.0)
AMERICAN AIRLINE A1G TH 62,773.0 (5,528.0) (4,244.0)
AMERICAN AIRLINE AAL11EUR EU 62,773.0 (5,528.0) (4,244.0)
AMERICAN AIRLINE AAL AV 62,773.0 (5,528.0) (4,244.0)
AMERICAN AIRLINE AAL TE 62,773.0 (5,528.0) (4,244.0)
AMERICAN AIRLINE A1G SW 62,773.0 (5,528.0) (4,244.0)
AMYRIS INC AMRS US 267.7 (59.6) 61.7
APACHE CORP APA GZ 12,999.0 (44.0) (52.0)
APACHE CORP APA US 12,999.0 (44.0) (52.0)
APACHE CORP APA1 SW 12,999.0 (44.0) (52.0)
APACHE CORP APAEUR EU 12,999.0 (44.0) (52.0)
APACHE CORP APA QT 12,999.0 (44.0) (52.0)
APACHE CORP APA GR 12,999.0 (44.0) (52.0)
APACHE CORP APA* MM 12,999.0 (44.0) (52.0)
APACHE CORP APA TH 12,999.0 (44.0) (52.0)
APACHE CORP- BDR A1PA34 BZ 12,999.0 (44.0) (52.0)
AQUESTIVE THERAP AQST US 63.5 (21.4) 29.0
ARYA SCIENCES AC ARYBU US - - -
ARYA SCIENCES-A ARYB US - - -
ASCENDANT DIG -A ACND US 0.4 (0.0) (0.4)
ASCENDANT DIGITA ACND/U US 0.4 (0.0) (0.4)
AUDIOEYE INC AEYE US 10.0 (0.5) (1.9)
AURANIA RESOURCE ARU CN 4.4 (0.5) (0.6)
AUTOZONE INC AZOEUR EU 14,423.9 (878.0) 504.8
AUTOZONE INC AZ5 QT 14,423.9 (878.0) 504.8
AUTOZONE INC AZO US 14,423.9 (878.0) 504.8
AUTOZONE INC AZ5 GR 14,423.9 (878.0) 504.8
AUTOZONE INC AZ5 TH 14,423.9 (878.0) 504.8
AUTOZONE INC AZ5 GZ 14,423.9 (878.0) 504.8
AUTOZONE INC AZO AV 14,423.9 (878.0) 504.8
AUTOZONE INC AZ5 TE 14,423.9 (878.0) 504.8
AUTOZONE INC AZO* MM 14,423.9 (878.0) 504.8
AUTOZONE INC-BDR AZOI34 BZ 14,423.9 (878.0) 504.8
AVID TECHNOLOGY AVID US 265.4 (156.5) 24.4
AVID TECHNOLOGY AVD GR 265.4 (156.5) 24.4
AVIS BUD-CEDEAR CAR AR 21,690.0 (153.0) 137.0
AVIS BUDGET GROU CAR* MM 21,690.0 (153.0) 137.0
AVIS BUDGET GROU CAR2EUR EU 21,690.0 (153.0) 137.0
AVIS BUDGET GROU CUCA QT 21,690.0 (153.0) 137.0
AVIS BUDGET GROU CUCA GR 21,690.0 (153.0) 137.0
AVIS BUDGET GROU CAR US 21,690.0 (153.0) 137.0
AVIS BUDGET GROU CUCA TH 21,690.0 (153.0) 137.0
B RILEY PRINCIPA BMRG/U US 177.5 177.4 0.7
B. RILEY PRINC-A BMRG US 177.5 177.4 0.7
BIGCOMMERCE-1 BI1 GR 79.6 (43.1) 18.2
BIGCOMMERCE-1 BI1 GZ 79.6 (43.1) 18.2
BIGCOMMERCE-1 BI1 TH 79.6 (43.1) 18.2
BIGCOMMERCE-1 BIGCEUR EU 79.6 (43.1) 18.2
BIGCOMMERCE-1 BI1 QT 79.6 (43.1) 18.2
BIGCOMMERCE-1 BIGC US 79.6 (43.1) 18.2
BIOHAVEN PHARMAC BHVN US 424.3 (35.5) 196.1
BIOHAVEN PHARMAC 2VN GR 424.3 (35.5) 196.1
BIOHAVEN PHARMAC BHVNEUR EU 424.3 (35.5) 196.1
BIOHAVEN PHARMAC 2VN TH 424.3 (35.5) 196.1
BIONOVATE TECHNO BIIO US - (0.4) (0.4)
BLACK ROCK PETRO BKRP US 0.0 (0.0) -
BLOOM ENERGY C-A 1ZB GZ 1,277.5 (250.5) 137.1
BLOOM ENERGY C-A BE US 1,277.5 (250.5) 137.1
BLOOM ENERGY C-A 1ZB GR 1,277.5 (250.5) 137.1
BLOOM ENERGY C-A BE1EUR EU 1,277.5 (250.5) 137.1
BLOOM ENERGY C-A 1ZB QT 1,277.5 (250.5) 137.1
BLOOM ENERGY C-A 1ZB TH 1,277.5 (250.5) 137.1
BLUE BIRD CORP BLBD US 390.1 (61.9) 39.3
BLUE BIRD CORP 4RB GR 390.1 (61.9) 39.3
BLUE BIRD CORP 4RB GZ 390.1 (61.9) 39.3
BLUE BIRD CORP BLBDEUR EU 390.1 (61.9) 39.3
BLUELINX HOLDING FZG1 GR 999.1 (18.2) 416.8
BLUELINX HOLDING BXC US 999.1 (18.2) 416.8
BLUELINX HOLDING BXCEUR EU 999.1 (18.2) 416.8
BOEING CO-BDR BOEI34 BZ 162,872.0 (11,382.0) 37,795.0
BOEING CO-CED BA AR 162,872.0 (11,382.0) 37,795.0
BOEING CO-CED BAD AR 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BAUSD SW 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BCO GZ 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BCO QT 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BCO GR 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BAEUR EU 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BA EU 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BA PE 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BOE LN 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BOEI BB 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BA US 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BCO TH 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BA SW 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BA* MM 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BA TE 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BA CI 162,872.0 (11,382.0) 37,795.0
BOEING CO/THE BA AV 162,872.0 (11,382.0) 37,795.0
BOMBARDIER INC-B BBDBN MM 23,478.0 (6,526.0) (1,944.0)
BOOMER HOLDINGS BOMH US 2.6 (2.8) (1.9)
BRINKER INTL BKJ QT 2,356.0 (479.1) (273.5)
BRINKER INTL EAT2EUR EU 2,356.0 (479.1) (273.5)
BRINKER INTL EAT US 2,356.0 (479.1) (273.5)
BRINKER INTL BKJ GR 2,356.0 (479.1) (273.5)
BRINKER INTL BKJ TH 2,356.0 (479.1) (273.5)
BRP INC/CA-SUB V B15A GZ 4,240.0 (666.0) 759.8
BRP INC/CA-SUB V DOOEUR EU 4,240.0 (666.0) 759.8
BRP INC/CA-SUB V DOO CN 4,240.0 (666.0) 759.8
BRP INC/CA-SUB V B15A GR 4,240.0 (666.0) 759.8
BRP INC/CA-SUB V DOOO US 4,240.0 (666.0) 759.8
CADIZ INC CDZI US 70.9 (24.2) 2.1
CADIZ INC 2ZC GR 70.9 (24.2) 2.1
CADIZ INC CDZIEUR EU 70.9 (24.2) 2.1
CAMPING WORLD-A CWH US 3,264.6 (69.9) 474.7
CAMPING WORLD-A C83 GR 3,264.6 (69.9) 474.7
CAMPING WORLD-A CWHEUR EU 3,264.6 (69.9) 474.7
CAMPING WORLD-A C83 TH 3,264.6 (69.9) 474.7
CAMPING WORLD-A C83 QT 3,264.6 (69.9) 474.7
CARERX CORP CRRX CN 151.8 (1.6) (6.7)
CDK GLOBAL INC C2G QT 2,854.1 (580.7) 158.8
CDK GLOBAL INC C2G TH 2,854.1 (580.7) 158.8
CDK GLOBAL INC CDKEUR EU 2,854.1 (580.7) 158.8
CDK GLOBAL INC C2G GR 2,854.1 (580.7) 158.8
CDK GLOBAL INC CDK US 2,854.1 (580.7) 158.8
CDK GLOBAL INC CDK* MM 2,854.1 (580.7) 158.8
CEDAR FAIR LP FUN US 2,657.5 (411.9) 183.8
CENGAGE LEARNING CNGO US 2,645.9 (180.3) 94.7
CHEWY INC- CL A CHWY* MM 1,144.8 (377.6) (475.8)
CHEWY INC- CL A CHWY US 1,144.8 (377.6) (475.8)
CHOICE HOTELS CZH GR 1,686.0 (42.8) 305.7
CHOICE HOTELS CHH US 1,686.0 (42.8) 305.7
CINCINNATI BELL CBBEUR EU 2,594.2 (204.6) (97.3)
CINCINNATI BELL CBB US 2,594.2 (204.6) (97.3)
CINCINNATI BELL CIB1 GR 2,594.2 (204.6) (97.3)
CLOVIS ONCOLOGY C6O QT 628.2 (97.4) 210.3
CLOVIS ONCOLOGY CLVSEUR EU 628.2 (97.4) 210.3
CLOVIS ONCOLOGY C6O TH 628.2 (97.4) 210.3
CLOVIS ONCOLOGY C6O GZ 628.2 (97.4) 210.3
CLOVIS ONCOLOGY C6O GR 628.2 (97.4) 210.3
CLOVIS ONCOLOGY CLVS US 628.2 (97.4) 210.3
COGENT COMMUNICA CCOI US 1,005.4 (235.6) 397.1
COGENT COMMUNICA OGM1 GR 1,005.4 (235.6) 397.1
COGENT COMMUNICA CCOIEUR EU 1,005.4 (235.6) 397.1
COGENT COMMUNICA CCOI* MM 1,005.4 (235.6) 397.1
COMMUNITY HEALTH CG5 QT 16,415.0 (1,563.0) 991.0
COMMUNITY HEALTH CYH1EUR EU 16,415.0 (1,563.0) 991.0
COMMUNITY HEALTH CG5 TH 16,415.0 (1,563.0) 991.0
COMMUNITY HEALTH CYH US 16,415.0 (1,563.0) 991.0
COMMUNITY HEALTH CG5 GR 16,415.0 (1,563.0) 991.0
CRYPTO CO/THE CRCW US 0.0 (2.3) (2.1)
CYTOKINETICS INC KK3A QT 232.5 (78.1) 196.3
CYTOKINETICS INC CYTKEUR EU 232.5 (78.1) 196.3
CYTOKINETICS INC CYTK US 232.5 (78.1) 196.3
CYTOKINETICS INC KK3A GR 232.5 (78.1) 196.3
CYTOKINETICS INC KK3A TH 232.5 (78.1) 196.3
DEERFIELD HEAL-A DFHT US 0.5 (0.0) (0.3)
DEERFIELD HEALTH DFHTU US 0.5 (0.0) (0.3)
DELEK LOGISTICS DKL US 973.7 (78.3) 25.5
DENNY'S CORP DE8 GR 468.7 (217.5) (13.7)
DENNY'S CORP DENN US 468.7 (217.5) (13.7)
DENNY'S CORP DE8 TH 468.7 (217.5) (13.7)
DENNY'S CORP DENNEUR EU 468.7 (217.5) (13.7)
DIEBOLD NIXDORF DBDEUR EU 3,721.1 (708.5) 367.5
DIEBOLD NIXDORF DBD GR 3,721.1 (708.5) 367.5
DIEBOLD NIXDORF DBD US 3,721.1 (708.5) 367.5
DIEBOLD NIXDORF DBD TH 3,721.1 (708.5) 367.5
DIEBOLD NIXDORF DBD QT 3,721.1 (708.5) 367.5
DIEBOLD NIXDORF DBD SW 3,721.1 (708.5) 367.5
DINE BRANDS GLOB IHP TH 2,043.3 (368.6) 185.3
DINE BRANDS GLOB DIN US 2,043.3 (368.6) 185.3
DINE BRANDS GLOB IHP GR 2,043.3 (368.6) 185.3
DOMINO'S PIZZA EZV QT 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA DPZ US 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA EZV GR 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA EZV TH 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA EZV GZ 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA DPZ AV 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA DPZ* MM 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA DPZEUR EU 1,620.9 (3,211.5) 468.0
DOMO INC- CL B DOMO US 195.1 (72.9) (8.0)
DOMO INC- CL B 1ON GR 195.1 (72.9) (8.0)
DOMO INC- CL B 1ON GZ 195.1 (72.9) (8.0)
DOMO INC- CL B DOMOEUR EU 195.1 (72.9) (8.0)
DOMO INC- CL B 1ON TH 195.1 (72.9) (8.0)
DRAFTKINGS INC-A 8DEA TH 2,516.1 2,191.3 1,181.1
DRAFTKINGS INC-A 8DEA QT 2,516.1 2,191.3 1,181.1
DRAFTKINGS INC-A 8DEA GZ 2,516.1 2,191.3 1,181.1
DRAFTKINGS INC-A DKNG US 2,516.1 2,191.3 1,181.1
DRAFTKINGS INC-A 8DEA GR 2,516.1 2,191.3 1,181.1
DRAFTKINGS INC-A DKNG1EUR EU 2,516.1 2,191.3 1,181.1
DRAFTKINGS INC-A DKNG* MM 2,516.1 2,191.3 1,181.1
DUNKIN' BRANDS G 2DB QT 3,829.3 (587.7) 319.4
DUNKIN' BRANDS G DNKNEUR EU 3,829.3 (587.7) 319.4
DUNKIN' BRANDS G 2DB GZ 3,829.3 (587.7) 319.4
DUNKIN' BRANDS G 2DB GR 3,829.3 (587.7) 319.4
DUNKIN' BRANDS G 2DB TH 3,829.3 (587.7) 319.4
DUNKIN' BRANDS G DNKN US 3,829.3 (587.7) 319.4
DYE & DURHAM LTD DYNDF US 167.0 (68.9) (13.7)
DYE & DURHAM LTD DND CN 167.0 (68.9) (13.7)
EMISPHERE TECH EMIS US 5.2 (155.3) (1.4)
EVERI HOLDINGS I EVRIEUR EU 1,484.1 (18.8) 108.3
EVERI HOLDINGS I EVRI US 1,484.1 (18.8) 108.3
EVERI HOLDINGS I G2C GR 1,484.1 (18.8) 108.3
EVERI HOLDINGS I G2C TH 1,484.1 (18.8) 108.3
FATHOM HOLDINGS FTHM US 4.8 (0.8) -
FRONTDOOR IN 3I5 GR 1,361.0 (125.0) 161.0
FRONTDOOR IN FTDREUR EU 1,361.0 (125.0) 161.0
FRONTDOOR IN FTDR US 1,361.0 (125.0) 161.0
GODADDY INC-A 38D GR 6,092.1 (254.5) (1,667.8)
GODADDY INC-A 38D QT 6,092.1 (254.5) (1,667.8)
GODADDY INC-A GDDY US 6,092.1 (254.5) (1,667.8)
GODADDY INC-A 38D TH 6,092.1 (254.5) (1,667.8)
GODADDY INC-A GDDY* MM 6,092.1 (254.5) (1,667.8)
GOGO INC G0G QT 1,064.8 (569.0) 98.9
GOGO INC G0G GZ 1,064.8 (569.0) 98.9
GOGO INC GOGO US 1,064.8 (569.0) 98.9
GOGO INC G0G SW 1,064.8 (569.0) 98.9
GOGO INC G0G TH 1,064.8 (569.0) 98.9
GOGO INC G0G GR 1,064.8 (569.0) 98.9
GOGO INC GOGOEUR EU 1,064.8 (569.0) 98.9
GOLDEN STAR RES GS51 QT 381.3 (21.9) (31.0)
GOLDEN STAR RES GSC1EUR EU 381.3 (21.9) (31.0)
GOLDEN STAR RES GS51 GR 381.3 (21.9) (31.0)
GOLDEN STAR RES GS51 TH 381.3 (21.9) (31.0)
GOLDEN STAR RES GSC CN 381.3 (21.9) (31.0)
GOLDEN STAR RES GSS US 381.3 (21.9) (31.0)
GOLDEN STAR RES GS51 GZ 381.3 (21.9) (31.0)
GOODRX HOLDIN-A GDRX US 502.4 (289.7) 140.4
GOOSEHEAD INSU-A 2OX GR 142.6 (17.2) 60.0
GOOSEHEAD INSU-A GSHDEUR EU 142.6 (17.2) 60.0
GOOSEHEAD INSU-A GSHD US 142.6 (17.2) 60.0
GORES HOLDINGS I GHIVU US 426.9 411.8 0.6
GORES HOLDINGS-A GHIV US 426.9 411.8 0.6
GRAFTECH INTERNA G6G GZ 1,533.4 (574.7) 482.8
GRAFTECH INTERNA EAF US 1,533.4 (574.7) 482.8
GRAFTECH INTERNA G6G GR 1,533.4 (574.7) 482.8
GRAFTECH INTERNA G6G TH 1,533.4 (574.7) 482.8
GRAFTECH INTERNA EAFEUR EU 1,533.4 (574.7) 482.8
GRAFTECH INTERNA G6G QT 1,533.4 (574.7) 482.8
GREEN PLAINS PAR GPP US 105.3 (69.2) (36.9)
GREENPOWER MOTOR GP US 19.7 (3.3) (1.0)
GREENPOWER MOTOR GRT1 GZ 19.7 (3.3) (1.0)
GREENPOWER MOTOR GPV CN 19.7 (3.3) (1.0)
GREENPOWER MOTOR GRT1 GR 19.7 (3.3) (1.0)
GREENPOWER MOTOR GPVEUR EU 19.7 (3.3) (1.0)
GREENSKY INC-A GSKY US 1,326.8 (196.9) 645.3
GS ACQ HDS CO II GSAH/U US 1.0 (0.0) (0.0)
GS ACQUISITION-A 55I GR 1.0 (0.0) (0.0)
GS ACQUISITION-A GSAHEUR EU 1.0 (0.0) (0.0)
GS ACQUISITION-A GSAH US 1.0 (0.0) (0.0)
HARMONY BIOSCIE HRMY US 163.1 (49.7) 74.0
HERBALIFE NUTRIT HOO GZ 3,567.4 (264.8) 1,304.9
HERBALIFE NUTRIT HLFEUR EU 3,567.4 (264.8) 1,304.9
HERBALIFE NUTRIT HOO QT 3,567.4 (264.8) 1,304.9
HERBALIFE NUTRIT HOO GR 3,567.4 (264.8) 1,304.9
HERBALIFE NUTRIT HLF US 3,567.4 (264.8) 1,304.9
HERBALIFE NUTRIT HOO TH 3,567.4 (264.8) 1,304.9
HEWLETT-CEDEAR HPQ AR 34,244.0 (1,986.0) (4,757.0)
HEWLETT-CEDEAR HPQC AR 34,244.0 (1,986.0) (4,757.0)
HEWLETT-CEDEAR HPQD AR 34,244.0 (1,986.0) (4,757.0)
HILTON WORLD-BDR H1LT34 BZ 17,126.0 (1,291.0) 2,271.0
HILTON WORLDWIDE HLTEUR EU 17,126.0 (1,291.0) 2,271.0
HILTON WORLDWIDE HI91 QT 17,126.0 (1,291.0) 2,271.0
HILTON WORLDWIDE HI91 GZ 17,126.0 (1,291.0) 2,271.0
HILTON WORLDWIDE HI91 GR 17,126.0 (1,291.0) 2,271.0
HILTON WORLDWIDE HI91 TH 17,126.0 (1,291.0) 2,271.0
HILTON WORLDWIDE HLTW AV 17,126.0 (1,291.0) 2,271.0
HILTON WORLDWIDE HLT US 17,126.0 (1,291.0) 2,271.0
HILTON WORLDWIDE HI91 TE 17,126.0 (1,291.0) 2,271.0
HILTON WORLDWIDE HLT* MM 17,126.0 (1,291.0) 2,271.0
HOME DEPOT - BDR HOME34 BZ 63,349.0 (414.0) 7,162.0
HOME DEPOT INC HDUSD SW 63,349.0 (414.0) 7,162.0
HOME DEPOT INC HDI GZ 63,349.0 (414.0) 7,162.0
HOME DEPOT INC HD SW 63,349.0 (414.0) 7,162.0
HOME DEPOT INC HDEUR EU 63,349.0 (414.0) 7,162.0
HOME DEPOT INC HDI QT 63,349.0 (414.0) 7,162.0
HOME DEPOT INC HD TE 63,349.0 (414.0) 7,162.0
HOME DEPOT INC HD US 63,349.0 (414.0) 7,162.0
HOME DEPOT INC HDI TH 63,349.0 (414.0) 7,162.0
HOME DEPOT INC HDI GR 63,349.0 (414.0) 7,162.0
HOME DEPOT INC HD* MM 63,349.0 (414.0) 7,162.0
HOME DEPOT INC 0R1G LN 63,349.0 (414.0) 7,162.0
HOME DEPOT INC HD CI 63,349.0 (414.0) 7,162.0
HOME DEPOT INC HD AV 63,349.0 (414.0) 7,162.0
HOME DEPOT-CED HDD AR 63,349.0 (414.0) 7,162.0
HOME DEPOT-CED HDC AR 63,349.0 (414.0) 7,162.0
HOME DEPOT-CED HD AR 63,349.0 (414.0) 7,162.0
HORIZON GLOBAL HZN US 436.8 (26.1) 95.0
HOVNANIAN ENT-A HOV US 1,805.7 (479.5) 773.7
HOVNANIAN ENT-A HO3A GR 1,805.7 (479.5) 773.7
HP COMPANY-BDR HPQB34 BZ 34,244.0 (1,986.0) (4,757.0)
HP INC HPQUSD SW 34,244.0 (1,986.0) (4,757.0)
HP INC HPQEUR EU 34,244.0 (1,986.0) (4,757.0)
HP INC 7HP GZ 34,244.0 (1,986.0) (4,757.0)
HP INC HPQ* MM 34,244.0 (1,986.0) (4,757.0)
HP INC HPQ SW 34,244.0 (1,986.0) (4,757.0)
HP INC 7HP QT 34,244.0 (1,986.0) (4,757.0)
HP INC HPQ TE 34,244.0 (1,986.0) (4,757.0)
HP INC HPQ US 34,244.0 (1,986.0) (4,757.0)
HP INC 7HP TH 34,244.0 (1,986.0) (4,757.0)
HP INC 7HP GR 34,244.0 (1,986.0) (4,757.0)
HP INC HPQ CI 34,244.0 (1,986.0) (4,757.0)
HP INC HPQ AV 34,244.0 (1,986.0) (4,757.0)
IAA INC 3NI GR 2,273.5 (67.4) 292.9
IAA INC IAA-WEUR EU 2,273.5 (67.4) 292.9
IAA INC IAA US 2,273.5 (67.4) 292.9
IMMUNOGEN INC IMU GZ 269.7 (24.5) 150.5
IMMUNOGEN INC IMU QT 269.7 (24.5) 150.5
IMMUNOGEN INC IMGN US 269.7 (24.5) 150.5
IMMUNOGEN INC IMU TH 269.7 (24.5) 150.5
IMMUNOGEN INC IMU GR 269.7 (24.5) 150.5
IMMUNOGEN INC IMGN* MM 269.7 (24.5) 150.5
IMMUNOGEN INC IMGNEUR EU 269.7 (24.5) 150.5
INFRASTRUCTURE A IEA US 783.9 (83.8) 71.7
INHIBRX INC 1RK GR 21.3 (67.0) (21.0)
INHIBRX INC INBXEUR EU 21.3 (67.0) (21.0)
INHIBRX INC 1RK QT 21.3 (67.0) (21.0)
INHIBRX INC INBX US 21.3 (67.0) (21.0)
INSEEGO CORP INSG US 211.9 (41.9) 46.8
INSEEGO CORP INSGEUR EU 211.9 (41.9) 46.8
INSEEGO CORP INO GR 211.9 (41.9) 46.8
INSEEGO CORP INO TH 211.9 (41.9) 46.8
INSEEGO CORP INO QT 211.9 (41.9) 46.8
INSEEGO CORP INO GZ 211.9 (41.9) 46.8
INSU ACQUISITION INAQU US 0.0 (0.0) (0.0)
INTERCEPT PHARMA ICPT US 637.5 (78.8) 443.1
INTERCEPT PHARMA I4P GR 637.5 (78.8) 443.1
INTERCEPT PHARMA I4P QT 637.5 (78.8) 443.1
INTERCEPT PHARMA I4P GZ 637.5 (78.8) 443.1
INTERCEPT PHARMA I4P TH 637.5 (78.8) 443.1
INTERCEPT PHARMA ICPT* MM 637.5 (78.8) 443.1
IRONWOOD PHARMAC IRWDEUR EU 443.5 (36.9) 347.6
IRONWOOD PHARMAC I76 QT 443.5 (36.9) 347.6
IRONWOOD PHARMAC I76 GR 443.5 (36.9) 347.6
IRONWOOD PHARMAC I76 TH 443.5 (36.9) 347.6
IRONWOOD PHARMAC IRWD US 443.5 (36.9) 347.6
JACK IN THE BOX JBX GZ 1,886.7 (827.0) (42.7)
JACK IN THE BOX JBX QT 1,886.7 (827.0) (42.7)
JACK IN THE BOX JACK1EUR EU 1,886.7 (827.0) (42.7)
JACK IN THE BOX JBX GR 1,886.7 (827.0) (42.7)
JACK IN THE BOX JACK US 1,886.7 (827.0) (42.7)
JOSEMARIA RESOUR JOSE SS 15.7 (38.0) (49.1)
JOSEMARIA RESOUR NGQSEK EU 15.7 (38.0) (49.1)
JOSEMARIA RESOUR JOSES EB 15.7 (38.0) (49.1)
JOSEMARIA RESOUR JOSES IX 15.7 (38.0) (49.1)
JOSEMARIA RESOUR JOSES I2 15.7 (38.0) (49.1)
JUST ENERGY GROU 1JE1 TH 1,112.0 (413.0) (298.0)
JUST ENERGY GROU JE US 1,112.0 (413.0) (298.0)
JUST ENERGY GROU JE CN 1,112.0 (413.0) (298.0)
JUST ENERGY GROU 1JE GR 1,112.0 (413.0) (298.0)
KONTOOR BRAND KTB US 1,572.8 (44.9) 589.1
KONTOOR BRAND 3KO TH 1,572.8 (44.9) 589.1
KONTOOR BRAND 3KO GR 1,572.8 (44.9) 589.1
KONTOOR BRAND KTBEUR EU 1,572.8 (44.9) 589.1
KONTOOR BRAND 3KO QT 1,572.8 (44.9) 589.1
KONTOOR BRAND 3KO GZ 1,572.8 (44.9) 589.1
L BRANDS INC LB* MM 10,880.0 (1,904.0) 1,072.0
L BRANDS INC LTD QT 10,880.0 (1,904.0) 1,072.0
L BRANDS INC LBEUR EU 10,880.0 (1,904.0) 1,072.0
L BRANDS INC LTD GR 10,880.0 (1,904.0) 1,072.0
L BRANDS INC LB US 10,880.0 (1,904.0) 1,072.0
L BRANDS INC LTD TH 10,880.0 (1,904.0) 1,072.0
L BRANDS INC LTD SW 10,880.0 (1,904.0) 1,072.0
L BRANDS INC LBRA AV 10,880.0 (1,904.0) 1,072.0
L BRANDS INC-BDR LBRN34 BZ 10,880.0 (1,904.0) 1,072.0
LENNOX INTL INC LII1EUR EU 1,981.2 (115.7) 353.0
LENNOX INTL INC LXI GR 1,981.2 (115.7) 353.0
LENNOX INTL INC LII US 1,981.2 (115.7) 353.0
LENNOX INTL INC LII* MM 1,981.2 (115.7) 353.0
LENNOX INTL INC LXI TH 1,981.2 (115.7) 353.0
MADISON SQUARE G MS8 GR 1,233.8 (203.4) (162.0)
MADISON SQUARE G MSGS US 1,233.8 (203.4) (162.0)
MADISON SQUARE G MSG1EUR EU 1,233.8 (203.4) (162.0)
MARRIOTT - BDR M1TT34 BZ 25,680.0 (79.0) (2,005.0)
MARRIOTT INTL-A MAREUR EU 25,680.0 (79.0) (2,005.0)
MARRIOTT INTL-A MAQ GZ 25,680.0 (79.0) (2,005.0)
MARRIOTT INTL-A MAQ QT 25,680.0 (79.0) (2,005.0)
MARRIOTT INTL-A MAQ GR 25,680.0 (79.0) (2,005.0)
MARRIOTT INTL-A MAR US 25,680.0 (79.0) (2,005.0)
MARRIOTT INTL-A MAQ TH 25,680.0 (79.0) (2,005.0)
MARRIOTT INTL-A MAQ SW 25,680.0 (79.0) (2,005.0)
MARRIOTT INTL-A MAR AV 25,680.0 (79.0) (2,005.0)
MARRIOTT INTL-A MAR TE 25,680.0 (79.0) (2,005.0)
MCDONALD'S CORP TCXMCD AU 49,938.9 (9,463.1) (636.7)
MCDONALDS - BDR MCDC34 BZ 49,938.9 (9,463.1) (636.7)
MCDONALDS CORP MCDUSD SW 49,938.9 (9,463.1) (636.7)
MCDONALDS CORP MCDEUR EU 49,938.9 (9,463.1) (636.7)
MCDONALDS CORP MDO GZ 49,938.9 (9,463.1) (636.7)
MCDONALDS CORP MDO QT 49,938.9 (9,463.1) (636.7)
MCDONALDS CORP MDO TH 49,938.9 (9,463.1) (636.7)
MCDONALDS CORP MCD US 49,938.9 (9,463.1) (636.7)
MCDONALDS CORP MCD SW 49,938.9 (9,463.1) (636.7)
MCDONALDS CORP MDO GR 49,938.9 (9,463.1) (636.7)
MCDONALDS CORP MCD* MM 49,938.9 (9,463.1) (636.7)
MCDONALDS CORP MCD TE 49,938.9 (9,463.1) (636.7)
MCDONALDS CORP 0R16 LN 49,938.9 (9,463.1) (636.7)
MCDONALDS CORP MCD CI 49,938.9 (9,463.1) (636.7)
MCDONALDS CORP MCD AV 49,938.9 (9,463.1) (636.7)
MCDONALDS-CEDEAR MCDD AR 49,938.9 (9,463.1) (636.7)
MCDONALDS-CEDEAR MCD AR 49,938.9 (9,463.1) (636.7)
MCDONALDS-CEDEAR MCDC AR 49,938.9 (9,463.1) (636.7)
MERCER PARK BR-A MRCQF US 411.4 (9.5) 2.9
MERCER PARK BR-A BRND/A/U CN 411.4 (9.5) 2.9
MICHAELS COS INC MIM QT 3,923.3 (1,509.9) 385.4
MICHAELS COS INC MIM GZ 3,923.3 (1,509.9) 385.4
MICHAELS COS INC MIK US 3,923.3 (1,509.9) 385.4
MICHAELS COS INC MIM GR 3,923.3 (1,509.9) 385.4
MICHAELS COS INC MIM TH 3,923.3 (1,509.9) 385.4
MICHAELS COS INC MIKEUR EU 3,923.3 (1,509.9) 385.4
MILESTONE MEDICA MMD PW 0.7 (15.4) (15.5)
MILESTONE MEDICA MMDPLN EU 0.7 (15.4) (15.5)
MONEYGRAM INTERN MGIEUR EU 4,417.8 (268.5) (122.3)
MONEYGRAM INTERN 9M1N TH 4,417.8 (268.5) (122.3)
MONEYGRAM INTERN 9M1N QT 4,417.8 (268.5) (122.3)
MONEYGRAM INTERN MGI US 4,417.8 (268.5) (122.3)
MONEYGRAM INTERN 9M1N GR 4,417.8 (268.5) (122.3)
MOTOROLA SOL-CED MSI AR 10,374.0 (815.0) 606.0
MOTOROLA SOLUTIO MSI1EUR EU 10,374.0 (815.0) 606.0
MOTOROLA SOLUTIO MTLA GZ 10,374.0 (815.0) 606.0
MOTOROLA SOLUTIO MTLA QT 10,374.0 (815.0) 606.0
MOTOROLA SOLUTIO MOT TE 10,374.0 (815.0) 606.0
MOTOROLA SOLUTIO MSI US 10,374.0 (815.0) 606.0
MOTOROLA SOLUTIO MTLA TH 10,374.0 (815.0) 606.0
MOTOROLA SOLUTIO MTLA GR 10,374.0 (815.0) 606.0
MOTOROLA SOLUTIO MOSI AV 10,374.0 (815.0) 606.0
MSCI INC 3HM QT 4,187.4 (310.9) 1,064.9
MSCI INC 3HM GR 4,187.4 (310.9) 1,064.9
MSCI INC MSCI US 4,187.4 (310.9) 1,064.9
MSCI INC 3HM GZ 4,187.4 (310.9) 1,064.9
MSCI INC MSCI* MM 4,187.4 (310.9) 1,064.9
MSG NETWORKS- A MSGNEUR EU 850.8 (552.8) 258.6
MSG NETWORKS- A 1M4 QT 850.8 (552.8) 258.6
MSG NETWORKS- A MSGN US 850.8 (552.8) 258.6
MSG NETWORKS- A 1M4 GR 850.8 (552.8) 258.6
NATHANS FAMOUS NATH US 102.2 (65.3) 76.4
NATHANS FAMOUS NFA GR 102.2 (65.3) 76.4
NATHANS FAMOUS NATHEUR EU 102.2 (65.3) 76.4
NAVISTAR INTL IHR QT 6,675.0 (3,828.0) 1,577.0
NAVISTAR INTL IHR GZ 6,675.0 (3,828.0) 1,577.0
NAVISTAR INTL IHR TH 6,675.0 (3,828.0) 1,577.0
NAVISTAR INTL NAVEUR EU 6,675.0 (3,828.0) 1,577.0
NAVISTAR INTL IHR GR 6,675.0 (3,828.0) 1,577.0
NAVISTAR INTL NAV US 6,675.0 (3,828.0) 1,577.0
NESCO HOLDINGS I NSCO US 783.2 (40.2) 47.6
NEW ENG RLTY-LP NEN US 294.8 (37.7) -
NKARTA INC NKTX US 43.6 (24.1) (37.4)
NORTONLIFEL- BDR S1YM34 BZ 6,405.0 (503.0) (598.0)
NORTONLIFELOCK I NLOK* MM 6,405.0 (503.0) (598.0)
NORTONLIFELOCK I SYMCEUR EU 6,405.0 (503.0) (598.0)
NORTONLIFELOCK I SYM GZ 6,405.0 (503.0) (598.0)
NORTONLIFELOCK I SYM QT 6,405.0 (503.0) (598.0)
NORTONLIFELOCK I NLOK US 6,405.0 (503.0) (598.0)
NORTONLIFELOCK I SYM GR 6,405.0 (503.0) (598.0)
NORTONLIFELOCK I SYMC TE 6,405.0 (503.0) (598.0)
NORTONLIFELOCK I SYMC AV 6,405.0 (503.0) (598.0)
NUNZIA PHARMACEU NUNZ US 0.1 (3.2) (2.5)
NUTANIX INC - A 0NU GR 1,768.5 (275.0) 333.8
NUTANIX INC - A NTNXEUR EU 1,768.5 (275.0) 333.8
NUTANIX INC - A 0NU TH 1,768.5 (275.0) 333.8
NUTANIX INC - A 0NU QT 1,768.5 (275.0) 333.8
NUTANIX INC - A NTNX US 1,768.5 (275.0) 333.8
NUTANIX INC - A 0NU SW 1,768.5 (275.0) 333.8
NUTANIX INC - A 0NU GZ 1,768.5 (275.0) 333.8
OMEROS CORP 3O8 TH 70.7 (161.3) 0.9
OMEROS CORP OMEREUR EU 70.7 (161.3) 0.9
OMEROS CORP OMER US 70.7 (161.3) 0.9
OMEROS CORP 3O8 GR 70.7 (161.3) 0.9
OMEROS CORP 3O8 QT 70.7 (161.3) 0.9
ONTRAK INC HY1N TH 25.0 (30.0) 2.6
ONTRAK INC OTRK US 25.0 (30.0) 2.6
ONTRAK INC HY1N GZ 25.0 (30.0) 2.6
ONTRAK INC HY1N GR 25.0 (30.0) 2.6
ONTRAK INC CATSEUR EU 25.0 (30.0) 2.6
OPEN LENDING C-A LPRO US 186.5 (464.3) -
OPTIVA INC OPT CN 91.1 (49.6) 4.5
OPTIVA INC RKNEF US 91.1 (49.6) 4.5
OTIS WORLDWI OTIS US 10,441.0 (3,576.0) 630.0
OTIS WORLDWI 4PG GR 10,441.0 (3,576.0) 630.0
OTIS WORLDWI 4PG GZ 10,441.0 (3,576.0) 630.0
OTIS WORLDWI OTISEUR EU 10,441.0 (3,576.0) 630.0
OTIS WORLDWI OTIS* MM 10,441.0 (3,576.0) 630.0
OTIS WORLDWI 4PG TH 10,441.0 (3,576.0) 630.0
OTIS WORLDWI 4PG QT 10,441.0 (3,576.0) 630.0
PAPA JOHN'S INTL PP1 GR 757.7 (33.4) (3.4)
PAPA JOHN'S INTL PZZA US 757.7 (33.4) (3.4)
PAPA JOHN'S INTL PP1 GZ 757.7 (33.4) (3.4)
PAPA JOHN'S INTL PZZAEUR EU 757.7 (33.4) (3.4)
PARATEK PHARMACE PRTK US 227.1 (63.5) 188.3
PARATEK PHARMACE N4CN GR 227.1 (63.5) 188.3
PARATEK PHARMACE N4CN TH 227.1 (63.5) 188.3
PHILIP MORRI-BDR PHMO34 BZ 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN 4I1 GZ 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN 4I1 QT 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN 4I1 GR 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN PM US 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN PM1CHF EU 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN 4I1 TH 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN PM1 TE 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN PMI SW 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN PM1EUR EU 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN PMIZ IX 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN PMIZ EB 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN PM* MM 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN 0M8V LN 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN PMOR AV 39,129.0 (10,245.0) 1,928.0
PLANET FITNESS-A 3PL QT 1,800.0 (721.7) 446.9
PLANET FITNESS-A PLNT1EUR EU 1,800.0 (721.7) 446.9
PLANET FITNESS-A PLNT US 1,800.0 (721.7) 446.9
PLANET FITNESS-A 3PL TH 1,800.0 (721.7) 446.9
PLANET FITNESS-A 3PL GR 1,800.0 (721.7) 446.9
PLANTRONICS INC PLTEUR EU 2,228.9 (149.7) 183.5
PLANTRONICS INC PTM GZ 2,228.9 (149.7) 183.5
PLANTRONICS INC PLT US 2,228.9 (149.7) 183.5
PLANTRONICS INC PTM GR 2,228.9 (149.7) 183.5
PPD INC PPD US 5,906.5 (1,034.5) 136.9
PRIORITY TECHNOL PRTH US 449.7 (133.5) (4.8)
PROGENITY INC 4ZU GR 111.0 (84.8) 9.5
PROGENITY INC 4ZU TH 111.0 (84.8) 9.5
PROGENITY INC 4ZU QT 111.0 (84.8) 9.5
PROGENITY INC PROGEUR EU 111.0 (84.8) 9.5
PROGENITY INC 4ZU GZ 111.0 (84.8) 9.5
PROGENITY INC PROG US 111.0 (84.8) 9.5
PSOMAGEN INC-KDR 950200 KS - - -
QUANTUM CORP QTM1EUR EU 164.9 (195.5) (0.9)
QUANTUM CORP QMCO US 164.9 (195.5) (0.9)
QUANTUM CORP QNT2 GR 164.9 (195.5) (0.9)
RADIUS HEALTH IN 1R8 TH 175.1 (109.4) 94.2
RADIUS HEALTH IN 1R8 QT 175.1 (109.4) 94.2
RADIUS HEALTH IN RDUSEUR EU 175.1 (109.4) 94.2
RADIUS HEALTH IN RDUS US 175.1 (109.4) 94.2
RADIUS HEALTH IN 1R8 GR 175.1 (109.4) 94.2
REC SILICON ASA REC NO 268.9 (49.9) 4.4
REC SILICON ASA RECO PO 268.9 (49.9) 4.4
REC SILICON ASA RECO B3 268.9 (49.9) 4.4
REC SILICON ASA RECO S2 268.9 (49.9) 4.4
REC SILICON ASA RECO L3 268.9 (49.9) 4.4
REC SILICON ASA RECO IX 268.9 (49.9) 4.4
REC SILICON ASA REC SS 268.9 (49.9) 4.4
REC SILICON ASA RECO S1 268.9 (49.9) 4.4
REC SILICON ASA RECO TQ 268.9 (49.9) 4.4
REC SILICON ASA REC EU 268.9 (49.9) 4.4
REC SILICON ASA RECO EB 268.9 (49.9) 4.4
REC SILICON ASA RECO QX 268.9 (49.9) 4.4
REC SILICON ASA RECO I2 268.9 (49.9) 4.4
REKOR SYSTEMS IN REKR US 22.6 (4.6) (0.2)
REVLON INC-A RVL1 GR 2,999.3 (1,548.5) 28.9
REVLON INC-A REV* MM 2,999.3 (1,548.5) 28.9
REVLON INC-A RVL1 TH 2,999.3 (1,548.5) 28.9
REVLON INC-A REVEUR EU 2,999.3 (1,548.5) 28.9
REVLON INC-A REV US 2,999.3 (1,548.5) 28.9
RIMINI STREET IN RMNI US 201.8 (89.8) (91.5)
ROSETTA STONE IN RST1EUR EU 191.0 (20.2) (65.3)
ROSETTA STONE IN RST US 191.0 (20.2) (65.3)
ROSETTA STONE IN RS8 TH 191.0 (20.2) (65.3)
ROSETTA STONE IN RS8 GR 191.0 (20.2) (65.3)
SALLY BEAUTY HOL S7V GR 3,198.1 (69.1) 825.6
SALLY BEAUTY HOL SBH US 3,198.1 (69.1) 825.6
SALLY BEAUTY HOL SBHEUR EU 3,198.1 (69.1) 825.6
SBA COMM CORP 4SB TH 9,390.5 (4,290.6) 71.4
SBA COMM CORP 4SB GZ 9,390.5 (4,290.6) 71.4
SBA COMM CORP 4SB GR 9,390.5 (4,290.6) 71.4
SBA COMM CORP SBAC US 9,390.5 (4,290.6) 71.4
SBA COMM CORP SBACEUR EU 9,390.5 (4,290.6) 71.4
SBA COMM CORP 4SB QT 9,390.5 (4,290.6) 71.4
SBA COMM CORP SBAC* MM 9,390.5 (4,290.6) 71.4
SBA COMMUN - BDR S1BA34 BZ 9,390.5 (4,290.6) 71.4
SCIENTIFIC GAMES TJW TH 7,844.0 (2,479.0) 847.0
SCIENTIFIC GAMES TJW GZ 7,844.0 (2,479.0) 847.0
SCIENTIFIC GAMES SGMS US 7,844.0 (2,479.0) 847.0
SCIENTIFIC GAMES TJW GR 7,844.0 (2,479.0) 847.0
SEALED AIR C-BDR S1EA34 BZ 5,756.3 (70.1) 277.4
SEALED AIR CORP SDA TH 5,756.3 (70.1) 277.4
SEALED AIR CORP SDA QT 5,756.3 (70.1) 277.4
SEALED AIR CORP SEE US 5,756.3 (70.1) 277.4
SEALED AIR CORP SDA GR 5,756.3 (70.1) 277.4
SEALED AIR CORP SEE1EUR EU 5,756.3 (70.1) 277.4
SERES THERAPEUTI MCRB US 100.7 (65.6) 28.5
SERES THERAPEUTI 1S9 GR 100.7 (65.6) 28.5
SERES THERAPEUTI 1S9 TH 100.7 (65.6) 28.5
SERES THERAPEUTI 1S9 SW 100.7 (65.6) 28.5
SERES THERAPEUTI MCRB1EUR EU 100.7 (65.6) 28.5
SHELL MIDSTREAM SHLX US 2,416.0 (379.0) 317.0
SIRIUS XM HO-BDR SRXM34 BZ 10,702.0 (911.0) (2,185.0)
SIRIUS XM HOLDIN SIRIEUR EU 10,702.0 (911.0) (2,185.0)
SIRIUS XM HOLDIN RDO GZ 10,702.0 (911.0) (2,185.0)
SIRIUS XM HOLDIN RDO QT 10,702.0 (911.0) (2,185.0)
SIRIUS XM HOLDIN RDO GR 10,702.0 (911.0) (2,185.0)
SIRIUS XM HOLDIN RDO TH 10,702.0 (911.0) (2,185.0)
SIRIUS XM HOLDIN SIRI US 10,702.0 (911.0) (2,185.0)
SIRIUS XM HOLDIN SIRI AV 10,702.0 (911.0) (2,185.0)
SIX FLAGS ENTERT SIX US 2,968.9 (426.8) 82.8
SIX FLAGS ENTERT 6FE GR 2,968.9 (426.8) 82.8
SIX FLAGS ENTERT 6FE QT 2,968.9 (426.8) 82.8
SIX FLAGS ENTERT 6FE TH 2,968.9 (426.8) 82.8
SIX FLAGS ENTERT SIXEUR EU 2,968.9 (426.8) 82.8
SLEEP NUMBER COR SNBR US 780.1 (102.8) (348.2)
SLEEP NUMBER COR SL2 GR 780.1 (102.8) (348.2)
SLEEP NUMBER COR SNBREUR EU 780.1 (102.8) (348.2)
SOCIAL CAPITAL IPOC/U US 829.2 800.2 1.1
SOCIAL CAPITAL IPOB/U US 415.4 400.7 1.2
SOCIAL CAPITAL-A IPOC US 829.2 800.2 1.1
SOCIAL CAPITAL-A IPOB US 415.4 400.7 1.2
SONA NANOTECH IN SNANF US 1.7 (2.2) (2.4)
SONA NANOTECH IN SONA CN 1.7 (2.2) (2.4)
STARBUCKS CORP SBUXUSD SW 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SRB GZ 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SBUX PE 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SBUX US 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SBUX SW 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SRB QT 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SBUX* MM 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SRB GR 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SRB TH 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP TCXSBU AU 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP USSBUX KZ 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP 0QZH LI 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SBUX CI 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SBUX AV 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SBUX TE 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SBUXEUR EU 29,140.6 (8,624.3) (421.0)
STARBUCKS CORP SBUX IM 29,140.6 (8,624.3) (421.0)
STARBUCKS-BDR SBUB34 BZ 29,140.6 (8,624.3) (421.0)
STARBUCKS-CEDEAR SBUX AR 29,140.6 (8,624.3) (421.0)
STARBUCKS-CEDEAR SBUXD AR 29,140.6 (8,624.3) (421.0)
TAUBMAN CENTERS TU8 GR 4,591.4 (274.8) -
TAUBMAN CENTERS TCO US 4,591.4 (274.8) -
TAUBMAN CENTERS TCO2EUR EU 4,591.4 (274.8) -
TRANSDIGM - BDR T1DG34 BZ 18,179.0 (4,179.0) 5,120.0
TRANSDIGM GROUP T7D QT 18,179.0 (4,179.0) 5,120.0
TRANSDIGM GROUP TDGEUR EU 18,179.0 (4,179.0) 5,120.0
TRANSDIGM GROUP TDG US 18,179.0 (4,179.0) 5,120.0
TRANSDIGM GROUP T7D GR 18,179.0 (4,179.0) 5,120.0
TRANSDIGM GROUP TDG* MM 18,179.0 (4,179.0) 5,120.0
TRANSDIGM GROUP T7D TH 18,179.0 (4,179.0) 5,120.0
TRIUMPH GROUP TGI US 2,266.3 (1,047.4) 383.3
TRIUMPH GROUP TG7 GR 2,266.3 (1,047.4) 383.3
TRIUMPH GROUP TG7 TH 2,266.3 (1,047.4) 383.3
TRIUMPH GROUP TGIEUR EU 2,266.3 (1,047.4) 383.3
TUPPERWARE BRAND TUP GZ 1,194.3 (282.3) (730.8)
TUPPERWARE BRAND TUP QT 1,194.3 (282.3) (730.8)
TUPPERWARE BRAND TUP GR 1,194.3 (282.3) (730.8)
TUPPERWARE BRAND TUP US 1,194.3 (282.3) (730.8)
TUPPERWARE BRAND TUP SW 1,194.3 (282.3) (730.8)
TUPPERWARE BRAND TUP TH 1,194.3 (282.3) (730.8)
TUPPERWARE BRAND TUP1EUR EU 1,194.3 (282.3) (730.8)
UBIQUITI INC UBNTEUR EU 737.5 (295.5) 322.4
UBIQUITI INC UI US 737.5 (295.5) 322.4
UBIQUITI INC 3UB GR 737.5 (295.5) 322.4
UBIQUITI INC 3UB GZ 737.5 (295.5) 322.4
UNISYS CORP USY1 GZ 2,399.3 (238.7) 527.3
UNISYS CORP USY1 QT 2,399.3 (238.7) 527.3
UNISYS CORP UISCHF EU 2,399.3 (238.7) 527.3
UNISYS CORP USY1 GR 2,399.3 (238.7) 527.3
UNISYS CORP USY1 TH 2,399.3 (238.7) 527.3
UNISYS CORP UIS US 2,399.3 (238.7) 527.3
UNISYS CORP UIS1 SW 2,399.3 (238.7) 527.3
UNISYS CORP UISEUR EU 2,399.3 (238.7) 527.3
UNITI GROUP INC 8XC GR 4,816.2 (2,217.1) -
UNITI GROUP INC UNIT US 4,816.2 (2,217.1) -
UNITI GROUP INC 8XC TH 4,816.2 (2,217.1) -
VALVOLINE INC 0V4 GR 2,963.0 (188.0) 947.0
VALVOLINE INC VVVEUR EU 2,963.0 (188.0) 947.0
VALVOLINE INC 0V4 QT 2,963.0 (188.0) 947.0
VALVOLINE INC VVV US 2,963.0 (188.0) 947.0
VECTOR GROUP LTD VGR QT 1,531.7 (669.2) 300.6
VECTOR GROUP LTD VGR GZ 1,531.7 (669.2) 300.6
VECTOR GROUP LTD VGR US 1,531.7 (669.2) 300.6
VECTOR GROUP LTD VGR GR 1,531.7 (669.2) 300.6
VECTOR GROUP LTD VGR TH 1,531.7 (669.2) 300.6
VECTOR GROUP LTD VGREUR EU 1,531.7 (669.2) 300.6
VERISIGN INC VRSNEUR EU 1,764.3 (1,386.2) 228.1
VERISIGN INC VRS GZ 1,764.3 (1,386.2) 228.1
VERISIGN INC VRS QT 1,764.3 (1,386.2) 228.1
VERISIGN INC VRS TH 1,764.3 (1,386.2) 228.1
VERISIGN INC VRSN US 1,764.3 (1,386.2) 228.1
VERISIGN INC VRS GR 1,764.3 (1,386.2) 228.1
VERISIGN INC VRS SW 1,764.3 (1,386.2) 228.1
VERISIGN INC VRSN* MM 1,764.3 (1,386.2) 228.1
VERISIGN INC-BDR VRSN34 BZ 1,764.3 (1,386.2) 228.1
VERISIGN-CEDEAR VRSN AR 1,764.3 (1,386.2) 228.1
VIVINT SMART HOM VVNT US 2,829.9 (1,404.9) (218.0)
WARNER MUSIC-A WMG US 6,148.0 (21.0) (943.0)
WARNER MUSIC-A WA4 GR 6,148.0 (21.0) (943.0)
WARNER MUSIC-A WA4 GZ 6,148.0 (21.0) (943.0)
WARNER MUSIC-A WMGEUR EU 6,148.0 (21.0) (943.0)
WARNER MUSIC-A WMG AV 6,148.0 (21.0) (943.0)
WARNER MUSIC-A WA4 TH 6,148.0 (21.0) (943.0)
WATERS CORP WAZ QT 2,648.3 (191.7) 572.1
WATERS CORP WATEUR EU 2,648.3 (191.7) 572.1
WATERS CORP WAZ TH 2,648.3 (191.7) 572.1
WATERS CORP WAT* MM 2,648.3 (191.7) 572.1
WATERS CORP WAT US 2,648.3 (191.7) 572.1
WATERS CORP WAZ GR 2,648.3 (191.7) 572.1
WAYFAIR INC- A 1WF QT 4,379.5 (787.4) 595.6
WAYFAIR INC- A 1WF GR 4,379.5 (787.4) 595.6
WAYFAIR INC- A 1WF TH 4,379.5 (787.4) 595.6
WAYFAIR INC- A WEUR EU 4,379.5 (787.4) 595.6
WAYFAIR INC- A W US 4,379.5 (787.4) 595.6
WAYFAIR INC- A W* MM 4,379.5 (787.4) 595.6
WAYFAIR INC- A 1WF GZ 4,379.5 (787.4) 595.6
WESTERN UNIO-BDR WUNI34 BZ 8,707.0 (73.4) (290.8)
WESTERN UNION WUEUR EU 8,707.0 (73.4) (290.8)
WESTERN UNION W3U GZ 8,707.0 (73.4) (290.8)
WESTERN UNION W3U QT 8,707.0 (73.4) (290.8)
WESTERN UNION W3U GR 8,707.0 (73.4) (290.8)
WESTERN UNION WU US 8,707.0 (73.4) (290.8)
WESTERN UNION W3U TH 8,707.0 (73.4) (290.8)
WESTERN UNION WU* MM 8,707.0 (73.4) (290.8)
WHITING PETROLEU WLL US 3,732.2 (178.3) (478.8)
WHITING PETROLEU WHT2 GR 3,732.2 (178.3) (478.8)
WHITING PETROLEU WLL1EUR EU 3,732.2 (178.3) (478.8)
WHITING PETROLEU WHT2 GZ 3,732.2 (178.3) (478.8)
WHITING PETROLEU WHT2 TH 3,732.2 (178.3) (478.8)
WHITING PETROLEU WHT2 QT 3,732.2 (178.3) (478.8)
WHITING PETROLEU WLL1* MM 3,732.2 (178.3) (478.8)
WIDEOPENWEST INC WOW US 2,494.4 (238.6) (95.8)
WIDEOPENWEST INC WU5 GR 2,494.4 (238.6) (95.8)
WIDEOPENWEST INC WU5 QT 2,494.4 (238.6) (95.8)
WIDEOPENWEST INC WOW1EUR EU 2,494.4 (238.6) (95.8)
WINGSTOP INC WING US 201.1 (192.7) 19.9
WINGSTOP INC EWG GR 201.1 (192.7) 19.9
WINGSTOP INC EWG GZ 201.1 (192.7) 19.9
WINGSTOP INC WING1EUR EU 201.1 (192.7) 19.9
WINMARK CORP WINA US 35.8 (8.8) 10.4
WINMARK CORP GBZ GR 35.8 (8.8) 10.4
WORKHORSE GROUP WKHS US 55.5 (70.5) (70.0)
WORKHORSE GROUP 1WO GR 55.5 (70.5) (70.0)
WORKHORSE GROUP 1WO QT 55.5 (70.5) (70.0)
WORKHORSE GROUP 1WO TH 55.5 (70.5) (70.0)
WORKHORSE GROUP 1WO GZ 55.5 (70.5) (70.0)
WORKHORSE GROUP WKHSEUR EU 55.5 (70.5) (70.0)
WW INTERNATIONAL WW6 GZ 1,469.5 (645.5) (93.7)
WW INTERNATIONAL WTWEUR EU 1,469.5 (645.5) (93.7)
WW INTERNATIONAL WW6 QT 1,469.5 (645.5) (93.7)
WW INTERNATIONAL WW US 1,469.5 (645.5) (93.7)
WW INTERNATIONAL WW6 GR 1,469.5 (645.5) (93.7)
WW INTERNATIONAL WW6 TH 1,469.5 (645.5) (93.7)
WW INTERNATIONAL WTW AV 1,469.5 (645.5) (93.7)
WYNDHAM DESTINAT WD5 QT 7,597.0 (1,050.0) 1,308.0
WYNDHAM DESTINAT WYNEUR EU 7,597.0 (1,050.0) 1,308.0
WYNDHAM DESTINAT WD5 GR 7,597.0 (1,050.0) 1,308.0
WYNDHAM DESTINAT WYND US 7,597.0 (1,050.0) 1,308.0
WYNDHAM DESTINAT WD5 TH 7,597.0 (1,050.0) 1,308.0
YRC WORLDWIDE IN YEL1 QT 1,936.6 (466.9) 57.0
YRC WORLDWIDE IN YRCWEUR EU 1,936.6 (466.9) 57.0
YRC WORLDWIDE IN YEL1 GR 1,936.6 (466.9) 57.0
YRC WORLDWIDE IN YEL1 TH 1,936.6 (466.9) 57.0
YRC WORLDWIDE IN YRCW US 1,936.6 (466.9) 57.0
YUM! BRANDS -BDR YUMR34 BZ 6,421.0 (8,108.0) 923.0
YUM! BRANDS INC YUMUSD SW 6,421.0 (8,108.0) 923.0
YUM! BRANDS INC TGR GZ 6,421.0 (8,108.0) 923.0
YUM! BRANDS INC YUM US 6,421.0 (8,108.0) 923.0
YUM! BRANDS INC YUMEUR EU 6,421.0 (8,108.0) 923.0
YUM! BRANDS INC TGR QT 6,421.0 (8,108.0) 923.0
YUM! BRANDS INC YUM SW 6,421.0 (8,108.0) 923.0
YUM! BRANDS INC TGR TH 6,421.0 (8,108.0) 923.0
YUM! BRANDS INC TGR GR 6,421.0 (8,108.0) 923.0
YUM! BRANDS INC YUM* MM 6,421.0 (8,108.0) 923.0
YUM! BRANDS INC YUM AV 6,421.0 (8,108.0) 923.0
YUM! BRANDS INC TGR TE 6,421.0 (8,108.0) 923.0
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2020. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
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are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***