/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/201028.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, October 28, 2020, Vol. 24, No. 301 Headlines 450 S. WESTERN: $57.5M Sale of Los Angeles Property to Jake Okayed 657-665 5TH AVENUE: Court Approves Disclosure Statement 929485 FLORIDA: Unsecureds Will be Paid in Full A.B. WON PAT: S&P Cuts Bond Rating to 'BB+' on Depressed Activity AASAA MEDIA: Seeks to Hire Decisis Law as Counsel ACADIAN CYPRESS: Unsecureds Owed $2.5M to Split $75K in Plan ACGSA TRANSIT: Pentagon Federal Objects to Disclosure Statement AESTHETIC DENTISTRY: Ruling Against PDS' Stay Relief Bid Upheld APPVION INC: Lyon's Suit v. D&Os Junked with Leave to Amend ASVEN INTERNATIONAL: Case Summary & 2 Unsecured Creditors BAY INN: Case Summary & 6 Unsecured Creditors BEAMABLE INC: Gets Interim Approval to Hire OCPs BEAMABLE INC: Gets Interim OK to Hire Ascendant Law as Counsel BEAMABLE INC: Gets Interim OK to Hire Financial Advisor BELLANO JEWELERS: Unsecureds to Get 17% Distribution in Plan BRIGGS & STRATTON: Business Exits Ch. 11 With New CEO & Owner CAMPBELL SCOTT: Hires David Asadoorian as Accountant CAPE QUARRY: Unsecureds to Get $350K Cash or $300K Note in Plan CARDINAL PARENT: S&P Assigns 'B-' ICR on Acquisition by Clearlake CBL & ASSOCIATES: Has $72.8-Mil. Net Loss for June 30 Quarter CENTER CITY HEALTHCARE: Seeks Approval to Sell Medical Equipment CLINIGENCE HOLDINGS: Reports $2.8M Net Income for June 30 Quarter CLOUDCOMMERCE INC: Reports $422K Net Loss for the June 30 Quarter COLUMBIA NUTRITIONAL: Unsecureds Will Recover 20% or 35% of Claims CORE MOLDING: Posts $2.3MM Net Loss for the Quarter Ended June 30 COSMOS HOLDINGS: Has $1.4-Mil. Net Income for the June 30 Quarter COVENANT SURGICAL: S&P Affirms 'B-' ICR; Ratings Off Watch Negative CUSTOM FABRICATION: Unsecureds Will Recover 0.5% of Claims DELCATH SYSTEMS: Posts $4.3-Mil. Net Loss for the June 30 Quarter DESERT HAWK: Posts $208,000 Net Loss for the Quarter Ended June 30 DIAMOND COACH: U.S. Trustee Appoints Creditors' Committee DIGIPATH INC: Has $521,000 Net Loss for the Quarter Ended June 30 EAGLE PIPE: U.S. Trustee Appoints Creditors' Committee EDWARD DAWSON: $3K Cash Sale of Warden Property Approved FAITH CATHEDRAL: Hires Re/Max Results as Real Estate Broker FIRST CHOICE: $97K Sale of LOP Accounts Receivables to Omni Okayed FOX VALLEY PRO: Menominee Nation Arena Owner's Plan Approved GARRETT MOTION: Appointment of Equity Committee Sought GARRETT MOTION: Hires AlixPartners as Restructuring Advisor GARRETT MOTION: Hires Perella Weinberg as Investment Banker GARRETT MOTION: Hires Sullivan & Cromwell as Counsel GENCANNA GLOBAL: Says $33M Creditor Claim Inflated for Ch. 11 Vote GI DYNAMICS: Board Elects Ginger Glaser as Director GIOVANNI & SONS: Hires Richard R. Robles as Counsel GLOSTATION USA: Hires Mentor Securities as Investment Banker GUITAR CENTER: Misses Payment, Considering Bankruptcy HALS REALTY: Trustee's Dec. 10 Auction of 401-411 Parcel Set HENDRIX SCHENCK: HSBC Objection to Brooklyn Property Sale Resolved IMPERIAL PREMIUM: Case Summary & Unsecured Creditor IMPRESA HOLDINGS: Dec. 7 Auction of Substantially All Assets J.B. POINDEXTER: S&P's Rating on Unsecured Notes Remains at 'B+' J.C. PENNEY: Hires CBRE Inc. as Real Estate Broker KB US HOLDINGS: Committee Hires Lowenstein Sandler as Counsel KD BELLE: Seeks to Hire Dowd Commercial as Real Estate Broker KETTNER INVESTMENTS: Seeks to Hire Bayard P.A. as Legal Counsel KETTNER INVESTMENTS: U.S. Trustee Unable to Appoint Committee KING MOUNTAIN TOBACCO: U.S. Trustee Unable to Appoint Committee LABL INC: S&P Lowers ICR to 'B-' on Parent's PIK Notes Issuance LD HOLDINGS: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable LGHEALTHCARE: U.S. Trustee Appoints Creditors' Committee LRJ GLOBAL: Jan. 14 Hearing on Disclosures and Plan M & H PINE: Unsecureds to Split $197K Under Plan MARINER SEAFOOD: $2.72M Sale of All Assets to True North Approved MCAFEE LLC: S&P Raises ICR to 'BB-' on Repayment of 2nd-Lien Loan METRO-GOLDWYN-MAYER INC: S&P Downgrades ICR to 'B'; Outlook Stable MJ TRANSPORTATION: Court Confirms Modified Plan MLAC CASTLE ATLANTA: Dec. 9 to 17 Ten X Auction of Atlanta Property MONDORIVOLI LLC: Case Summary & 5 Unsecured Creditors MUJI USA: Seeks to Hire KPMG LLP as Tax Consultant NS8 INC: Case Summary & 20 Largest Unsecured Creditors OMNIQ CORP: Issues October 2020 Letter to Shareholder ORIGINCLEAR INC: Holders Convert $29K Notes Into Equity PARSLEY ENERGY: S&P Puts 'BB' ICR on Watch Positive on Pioneer Deal PG&E CORP: Elliott Loses $250M Claim in Bankruptcy Case PPT HOLDINGS: S&P Affirms 'B-' ICR on Curvature Acquisition PROFESSIONAL FINANCIAL: Hires FTI Consulting as Financial Advisor PROJECT BOOST: S&P Rates US$100MM Incremental Term Loan 'B-' RAM DMD: Seeks to Hire Widerman Malek as Counsel RAYNOR SHINE: Unsecureds to Split $600K in Plan REMINGTON OUTDOOR: 600 Furloughed Employees Are Terminated REMINGTON OUTDOOR: Finalizes Sale of Several Brands to JJE Capital RENAISSANCE INNOVATIONS: Unsecureds Will Get $125K in Plan RESOLUTE INVESTMENT: S&P Affirms 'B+' ICR on $50MM Loan Add-On RHA STROUD: Case Summary & Largest Unsecured Creditors RHA STROUD: Files for Bankruptcy Due to Staffing Dispute RTI HOLDING: U.S. Trustee Appoints Creditors' Committee RUBIO'S RESTAURANTS: Files for Chapter 11 With Prepackaged Plan RUBY TUESDAY: Obtains Two-Month Rent Payment Deferral RYAN ENVIRONMENTAL: Hires Sheehan & Associates as Counsel SECUR O&G: Unsecureds to Recover 2% in Reorganization Plan SEVEN GENERATIONS: S&P Alters Outlook to Stable, Affirms 'BB-' ICR SHEPPARD AND SON: Court Approves Disclosure Statement SHIELDS HEALTH: S&P Affirms 'B-' ICR on 1st-Half 2020 Performance SMYRNA READY MIX: S&P Assigns 'B+' ICR; Outlook Stable STUDIO MOVIE GRILL: Gets Chapter 11 Rent Relief SUNNIVA INC: CCAA Stay Stay Extended to Nov. 27 SURGERY PARTNERS: S&P Affirms 'B-' ICR; Outlook Stable TATUNG COMPANY: Hires Grobstein Teeple as Tax Accountant TBH19 LLC: Debtor Objects to Disclosure and Plan of DBD Credit TIVITY HEALTH: S&P Places 'B' ICR on Creditwatch Positive TOLEDO TOWN: Unsecureds Will Get Dividend of 100% ULTRA PETROLEUM: Rejection of Rockies Express Contract OK'd UNISYS CORP: S&P Rates New $400MM Senior Secured Notes 'BB-' VILLA ABRIGO: Unsecureds Will Not Receive any Funds WALDEN PALMS: Unsecured Creditors to Split $240,000 in Plan WOODLAWN COMMUNITY: Trustee's $1.47M Sale of Chicago Property OK'd XTL INC: Unsecured Creditors to be Paid in Full Under Plan ********* 450 S. WESTERN: $57.5M Sale of Los Angeles Property to Jake Okayed ------------------------------------------------------------------ Judge Ernest M. Robles of the U.S. Bankruptcy Court for the Central District of California authorized 450 S. Western, LLC's sale of the real property, located at 450 S. Western, Los Angeles, California, APN 5503-014-020, to Jake Sharp Capital or its successor, designee, or assign for $57.5 million, pursuant to their Purchase and Sale Agreement dated Oct. 13, 2020. A Sale Hearing was held on Oct. 14, 2020 at 10:00 a.m. The sale is free and clear of all Liens, with any such Liens to attach to the proceeds of the sale. The Bidding Procedures are approved, as modified on the record to account for the fact that if the Property were to be sold to Evergreen, the estate would not have to pay any breakup fee. At closing, the estate is authorized to pay any and all amounts owing to Evergreen Capital Assets LP on account of the Break-Up Fee from escrow, which amount will be $500,000 inclusive of all expenses and costs, without further action or order by the Court. Upon closing of the sale of the Property, the Debtor and/or the Escrow Agent is authorized to: (i) pay CBRE, Inc. a total of $2,156,250 representing 3.75% of the Purchase Price from escrow (which amount may be split between CBRE and the Buyer's broker if so directed by CBRE), (ii) pay all other reasonable closing costs from escrow including all allowed secured property taxes, (iii) pay the $500,000 Court-approved break-up fee to Evergreen Capital Assets LP, and (iv) pay any amounts to secured creditors that have been stipulated to in writing by the Debtor; the Committee; G450 LLC; Pontis Capital, LLC; Five West Capital, LP; Evergreen Capital Assets LP; and Philmont Management Inc., LLC. Thereafter, all remaining proceeds of the sale will be held by the Debtor in a segregated account with all unsatisfied liens, claims, and encumbrances attaching to such remaining proceeds. The 14-day stay period set forth in Rule 6004(h) of the Federal Rules of Bankruptcy Procedure is waived. The Order constitutes an itemized statement of the property sold, the name of the Buyer, and the price received for the property as a whole as required by Rule 6004(f)(1) of the Bankruptcy Rules. About 450 S. Western 450 S. Western, LLC, is the owner and operator of a three-story, 80,316 sq. ft. shopping center -- commonly known as California Marketplace -- located at the intersection of South Western Avenue and 5th Street in the heart of Koreatown. The shopping center has been a staple in the Los Angeles Korean community and is home to 28 thriving and popular stores, restaurants, and retail shops. 450 S. Western sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-10264) on Jan. 10, 2020. At the time of the filing, the Debtor disclosed assets of between $50 million and $100 million and liabilities of the same range. The Debtor is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Judge Ernest M. Robles oversees the case. The Debtor has tapped Arent Fox, LLP as legal counsel; the Law Offices of Daniel M. Shapiro, as special litigation counsel; and Wilshire Partners of CA, LLC as financial advisor. The Office of the U.S. Trustee appointed an official committee of unsecured creditors in the Debtor's case on Feb. 4, 2020. The committee is represented by Lewis Brisbois Bisgaard & Smith, LLP. 657-665 5TH AVENUE: Court Approves Disclosure Statement ------------------------------------------------------- Judge Carla E. Craig has ordered that the Amended Disclosure Statement of 657-665 5th Avenue, LLC, contains "adequate information" within the meaning of Section 1125 of the Bankruptcy Code and is approved in all respects pursuant thereto. The Plan Support Agreement is approved. The Plan provides that holders of Claims in Classes 1 and 4 shall be entitled to vote to accept or reject the Plan. Therefore, the Plan Proponent is required to solicit votes on the Plan from the holders of Claims in Classes 1 and 4. The deadline for filing and serving motions pursuant to Bankruptcy Rule 3018(a) seeking temporary allowance of claims for the purpose of voting to accept or reject the Plan will be Sept. 8, 2020 at 5:00 p.m. (prevailing Eastern Time). In the event a Rule 3018(a) Motion is filed on or prior to the Rule 3018(a) Motion Deadline, the Court will conduct a hearing in connection with such motion on Sept. 23, 2020 at 3:00 p.m. (prevailing Eastern Time) and any objections to such motions shall be filed on or before Sept. 18, 2020 at 5:00 p.m. (prevailing Eastern Time). To be counted, Ballots for accepting or rejecting the Plan must be actually received on or before 5:00 p.m. (prevailing Eastern Time) on October 23, 2020. The Voting Agent must file its voting certification on or before October 30, 2020 at 5:00 p.m. (prevailing Eastern Time). The hearing to consider confirmation of the Plan will commence on Nov. 4, 2020 at 10:00 a.m. (CEC) (prevailing Eastern Time), or as soon thereafter as counsel can be heard, before the Honorable Alan S. Trust (CEC) United States Bankruptcy Judge, in the United States Bankruptcy Court for the Eastern District of New York, Alfonse M. D’Amato Federal Courthouse, 290 Federal Plaza, Central Islip, New York 11722 (CEC). The deadline for filing and serving objections to confirmation of the Plan will be October 23, 2020 at 4:00 p.m. (prevailing Eastern Time). The Plan Proponent may file and serve a response to any timely filed and served objections to confirmation and a statement of issues to be heard in connection with the Confirmation Hearing on or prior to November 2, 2020 at 5:00 p.m. (prevailing Eastern Time). About 657-665 5th Avenue 657-665 5th Avenue LLC, a privately held company engaged in activities related to real estate, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-45884) on Sept. 26, 2019. At the time of the filing, the Debtor was estimated to have assets of between $10 million and $50 million and liabilities of the same range. The case is assigned to Judge Carla E. Craig. Nutovic & Associates is the Debtor's counsel. 929485 FLORIDA: Unsecureds Will be Paid in Full ----------------------------------------------- 929485 Florida, Inc., submitted an Amended Disclosure Statement for its Plan of Liquidation. The Debtor's annual net operating income for 2017, 2018 and 2019 was $195,367, $195,367, $299,121, and $ $163,080, respectively. Class 4: Unsecured Claims (Unsecured Claims Not Otherwise Classified) are impaired. Sunset Waypoint has filed a $4.3 million rejection damages claim, which the Debtor disputes. Holders of Allowed Class 4 Claims shall be paid in full from a fund, the source of which shall be the sale of the Property and distribution of any cash on hand on the Effective Date. The Plan shall be implemented on the Effective Date, and the primary source of the funds necessary to implement the Plan will come from the sale of the Project and any cash on hand. A full-text copy of the Disclosure Statement dated August 26, 2020, is available at https://tinyurl.com/y3u8rkox from PacerMonitor.com at no charge. Counsel for the Debtor: Edmund S. Whitson III ADAMS AND REESE LLP 101 East Kennedy Boulevard, Suite 4000 Tampa, Florida 33602 Telephone:(813) 402-2880 Facsimile: (813) 402-2887 E-mail: edmund.whitson@arlaw.com About 929485 Florida 929485 Florida, Inc., classifies its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). 929485 Florida sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-09424) on Oct. 3, 2019. At the time of the filing, Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Caryl E. Delano oversees the case. The Debtor is represented by Edmund S. Whitson, III, Esq., at Adams and Reese, LLP. A.B. WON PAT: S&P Cuts Bond Rating to 'BB+' on Depressed Activity ----------------------------------------------------------------- S&P Global Ratings lowered its long-term rating and underlying rating (SPUR) on the Guam International Airport Authority (GIAA) senior-lien general revenue bonds, issued for A.B. Won Pat International Airport (GUM), to 'BB+' from 'BBB+' and removed the rating from CreditWatch, where it had been placed with negative implications on Aug. 7, 2020. The outlook is negative. The rating on GIAA, along with many other U.S. airport ratings, was previously placed on CreditWatch to reflect the substantial negative impact of the COVID-19 pandemic on traffic levels, expected financial performance metrics, and overall credit quality. "The downgrade and negative outlook reflect our expectation that activity levels at GUM will be depressed or unpredictable, or demonstrate anemic growth due to the COVID-19 pandemic and associated effects outside of management's control," said S&P Global Ratings credit analyst Kevin Archer. "In our view, the severe drop in demand has diminished GUM's overall credit quality and will likely pressure financial metrics relative to historical levels. We view this precipitous decline not as a temporary disruption with a relatively rapid recovery, but as a backdrop for what we believe will be a period of sluggish air travel demand that could extend beyond our rating outlook horizon. The sudden and severe impact stemming from the outbreak of COVID-19 is unlike anything the airport has experienced previously and represents a further material weakening of air travel demand to and from GUM. Given the uniquely isolated location of the island and the significant uncertainties related to the level of future service provided at the airport, GUM is exposed to a higher degree of vulnerability and weakness than any other airport in our rated universe." Currently, GIAA has approximately $178.1 billion of debt outstanding consisting of $172.6 million in general revenue bonds, and a subordinate loan payable to the First Hawaiian Bank of $4.7 million. AASAA MEDIA: Seeks to Hire Decisis Law as Counsel ------------------------------------------------- AASAA Media LLC, seeks authority from the U.S. Bankruptcy Court for the District of Utah to employ Decisis Law PLLC, as counsel to the Debtor. AASAA Media requires Decisis Law to: (a) take all necessary action to protect and preserve the estate of the Debtor, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor's estate; (b) provide legal advice with respect to the Debtor's powers and duties as debtor-in-possession in the continued operation of its business and management of its property; (c) negotiate, prepare, and pursue confirmation of a plan and approval of a disclosure statement; (d) prepare on behalf of the Debtor, as Debtor-in-Possession, necessary motions, applications, answers, orders, reports, and other legal papers in connection with the administration of the Debtor's estate; (e) appear in court and protecting the interests of the Debtor before this Cout; (f) assist with any disposition of the Debtor's assets, by sale or otherwise; and (g) perform all other legal services in connection with this Chapter 11 Subchapter V Case as may reasonably be required. Decisis Law will be paid based upon its normal and usual hourly billing rates. Prior to the Petition Date, the Debtor paid Decisis Law $6,717. Of this payment $5,000 was paid and applied to the pre-petition services and disbursements incurred. The balance of $1,717 was utilized to pay the Court filing fee. Decisis Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Lesta M Simmons, partner of Decisis Law PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Decisis Law can be reached at: Lesta M Simmons, Esq. DECISIS LAW PLLC 1598 South Distribution Drive #1 Salt Lake City, UT 84104-4764 Tel (801) 875-4004 Fax (801) 875-4035 E-mail: Lesta.M.Simmons@decisis.law About AASAA Media LLC AASAA Media LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Utah Case No. 20-24553) on July 28, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Decisis Law PLLC. ACADIAN CYPRESS: Unsecureds Owed $2.5M to Split $75K in Plan ------------------------------------------------------------ Acadian Cypress & Hardwoods, Inc., submits this Amended Disclosure Statement. The Plan provides for payment in full of all administrative claims, payments for priority claims under Section 507(a)(8) on a basis that is not less favorable than the most favored nonpriority unsecured Claim provided for by the Plan as required by Section 1129(a)(9)(C) and (D) of the Bankruptcy Code, payment in full over time of the claims of Home Bank USDA, payment in full of the allowed secured claims of the Classes 4 and 5 creditors and a payment of about [.10] for the unsecured creditors and the Classes 4 and 5(a-e) deficiency claims. Class 3 Home Bank USDA with a claim between $3,500,000 and $4,000,000 is impaired. The Home Bank USDA Claim will be paid based on the following: a) a principal amount equal to the Allowed Home Bank USDA Claim; b) an interest rate of 5 percent; c) from the Effective Date to the first anniversary of the Effective Date, Home Bank will receive a monthly payment of interest at the rate of 5 percent on the principal amount of the Allowed Home Bank USDA Claim. Class 4 Home Bank Claim of $250,000 is impaired. The Home Bank Claim shall be paid as follows: a) a principal amount equal to the sum of the fair market value of the inventory and receivables that were owned by the Debtor on both the Petition Date and the date of the Confirmation Hearing; b) a rate of interest equal to the greater of four percent (4%) or the Till Rate; c) an amortization of five (5) years; and d) monthly principal and interest payments beginning thirty (30) days after the Effective Date. Class 5(a)- 5(e) Allowed Secured Claims. Class 5(a) - American Bank having a claim $36,787; Class 5(b) - Sterns Bank having a claim $46,000.00; Class 5(c) - Ally Bank having a claim $30,000.00; Class 5(d) - Wells having a claim $27,000.00; Class 5(e) - SBA having a claim $50,000. The Allowed Secured Claims of the Classes 5(a), (b), (d) and (e) Secured Creditors shall be paid in full. Class 6 Unsecured Creditors with claims assumed to be $2,500,000 are impaired. The Holders of Allowed Unsecured Claims and any deficiency claim of a Class 4 or Class 5 Creditor will receive their pro rata share of the Unsecured Creditor Fund. The Debtor will pay into the Unsecured Creditor Fund the sum of $75,000. The first payment of $25,000 into the Unsecured Creditor Fund will be made on the first anniversary of the Effective Date and an additional payment of $25,000 will be made into the Unsecured Creditor Fund by the Debtor on the second and third anniversaries of the Effective Date. The Debtor will distribute the monies from the Unsecured Creditor Fund to Holders of Allowed Unsecured Claims and Class 4 or Class 5 deficiency claims on the first, second and third anniversaries of the Effective Date. In addition, in any calendar year through the fifth anniversary of the Effective Date where the Debtor's gross sales exceed $15,000,000, the Unsecured Creditor Fund will be paid 3 percent of such excess within 90 days of the close of such calendar year and these monies will be distributed to such Creditors immediately. There are five principal sources of payments by which the Plan will be funded. The sources are: 1) rollover of the DIP Loan; 2) operation of the Debtor; 3) one-half (1/2) of the Flood Insurance Claim; 4) funds in the DIP Account; 5) governmental loan programs to help distressed businesses and preserve jobs; and 6) post Effective Date Investor. A full-text copy of the Amended Disclosure Statement dated August 26, 2020, is available at https://tinyurl.com/y4glm4jq from PacerMonitor.com at no charge. Attorneys for the Debtor: Douglas S. Draper Leslie A. Collins Greta M. Brouphy Heller, Draper, Patrick, Horn & Manthey, L.L.C. 650 Poydras Street, Suite 2500 New Orleans, LA 70130-6103 Telephone: (504) 299-3300/Fax: (504) 299-3399 E-mail: ddraper@hellerdraper.com E-mail: lcollins@hellerdraper.com E-mail: gbrouphy@helldraper.com About Acadian Cypress Acadian Cypress & Hardwoods, Inc. -- http://www.acadianhardwoods.net/-- manufactures lumber, plywood, siding, shingles, flooring, fencing and molding profiles. Acadian Cypress sought Chapter 11 protection (Bankr. E.D. La. Case No. 19-12205) on April 15, 2019. In the petition signed by Frank Vallot, president, the Debtor was estimated to have assets and liabilities ranging from $1 million to $10 million. Judge Jerry A. Brown oversees the case. The Debtor tapped Heller, Draper, Patrick, Horn & Manthey, LLC as its legal counsel, and Raizner Slania LLP as its special counsel. ACGSA TRANSIT: Pentagon Federal Objects to Disclosure Statement --------------------------------------------------------------- Pentagon Federal Credit Union successor in interest by merger to Progressive Credit Union, submitted an objection to the Disclosure Statement filed by the debtor, ACGSA Transit, Inc. PenFed asserts that a disclosure statement must also describe a confirmable plan of reorganization in order to be approved and the Court may refuse to approve a disclosure statement when doing so would be futile because the accompanying plan is incapable of confirmation. PenFed points out that the Disclosure Statement should not be approved because it describes a Plan which is wholly incapable of confirmation. According to PenFed, the Disclosure Statement should not be approved as it describes a Plan that is patently incapable of confirmation. Attorneys for Pentagon Federal Credit Union: Frank C. Dell' Amore, Esq. Jaspan Schlesinger LLP 300 Garden City Plaza Garden City, New York 11530 Telephone: (516) 393-8289 fdellamore@jaspanllp.com About ACGSA Transit ACGSA Transit, Inc., a privately held company in the taxi and limousine service industry, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-44902) on Aug. 13, 2019. At the time of the filing, the Debtor disclosed $400,100 in assets and $1,070,000 in liabilities. The case is assigned to Judge Carla E. Craig. AESTHETIC DENTISTRY: Ruling Against PDS' Stay Relief Bid Upheld --------------------------------------------------------------- In the appellate case captioned PATTERSON DENTAL SUPPLY, INC., Appellant, v. AESTHETIC DENTISTRY OF CHARLOTTESVILLE, P.C., Appellee, Civil Action No. 3:20CV00002 (W.D. Va.), Patterson Dental Supply sought review of the U.S. Bankruptcy Court for the Western District of Virginia's memorandum opinion and order denying its motion for relief from the automatic stay. Upon review, Senior District Judge Glen E. Conrad affirmed the bankruptcy court's order. Judge Conrad found Patterson to lack an interest in the dental equipment and ADC to own the equipment. Accordingly, Judge Conrad held that Patterson is ineligible for relief from the automatic stay. Aesthetic Dentistry of Charlottesville, P.C. is a dental services corporation in Charlottesville, Virginia. Dr. Anita Stewart (formerly Dr. Anita Neel) is ADC's sole shareholder. Patterson is a Minnesota corporation that sells equipment and supplies to dental offices and labs. On Oct. 21, 2015, Patterson commenced the sale of dental equipment by placing a customer order identifying ADC as the customer and listing its corporate address as the relevant address. Patterson delivered the Equipment to ADC's corporate address on Oct. 28, 2015, and generated an invoice and a credit memorandum. Both documents list ADC and its corporate address as the Equipment's buyer. Patterson memorialized the sale by executing the Installment Sale Contract - Security Agreement on Oct. 28, 2015. Patterson unilaterally drafted the Contract, which is governed under Minnesota law. The Contract refers alternatively to Dr. Stewart and ADC as the Equipment's purchaser at various points, but specifies only ADC's corporate address as the pertinent address. For example, the "Individuals Buyer(s) and Address" section on the Contract's first page names "Dr. Anita Neel" as buyer but lists ADC's corporate address as the relevant address. The signature line on the first page again lists "Dr. Anita Neel" as "Individual Buyer." Schedule A to the Contract instead specifies ADC as the buyer and lists ADC's corporate address as the relevant address. To this end, Paragraph 11 of the Contract stipulates that if "Buyer is an individual, Buyer warrants that Buyer's principal residence is shown on Buyer's driver's license," while if instead "Buyer is a business entity, Buyer represents and warrants . . . that the legal identity and chief executive office of Buyer is and shall remain as set forth on page 1" of the Contract. Patterson knew of Dr. Stewart's home address as of Oct. 28, 2015. The Contract also contains a guaranty clause asserting that "[n]otwithstanding the signature(s) on this Agreement may indicate a representative capacity, the individual(s) signing below for the Buyer agree(s) . . . they will unconditionally guarantee payment and performance of all liability of Buyer to Seller under this Agreement." On Nov. 3, 2015, Patterson filed a UCC Financing Statement with the Virginia State Corporation Commission. The UCC Financing Statement lists the Equipment as collateral and names Dr. Stewart as the sole debtor. Patterson did not file a financing statement for the Equipment identifying ADC as debtor. ADC began making monthly payments on the Equipment in March 2016 and continued doing so for over three years. ADC made all payments from its corporate bank account. On April 28, 2016, and May 6, 2016, Patterson and ADC respectively executed a "CEREC Club Agreement" under which Patterson would provide maintenance and software updates to the Equipment, amongst other services. The CEREC Club Agreement identifies ADC as the "Customer," ADC's corporate address as the relevant address, and the Equipment as "sold to Customer by Patterson." In exchange for its services, Patterson charged ADC a monthly fee plus tax. ADC paid such monthly fees and taxes from its corporate bank account. Patterson assigned Customer # 764/299472-1 to ADC. ADC pays all property taxes on the Equipment and depreciates the machine for tax purposes. ADC filed a Chapter 11 bankruptcy petition in the United States Bankruptcy Court for the Western District of Virginia on Nov. 26, 2018, listing Patterson and its affiliate, Patterson Financial Services, as creditors with nonpriority unsecured claims. The deadline for filing proofs of claim for non-governmental entities expired on Feb. 11, 2019. Patterson did not file a proof of claim. On July 17, 2019, Patterson filed a motion for relief from the automatic stay triggered by ADC's Chapter 11 petition, asserting that Dr. Stewart alone -- and not ADC --purchased and owned the Equipment. Patterson moved for relief for cause, arguing that (1) under 11 U.S.C. section 362(d)(1), ADC had no right to the Equipment because it had no interest in the collateral, and (2) under 11 U.S.C. section 362(d)(2) the Equipment was not necessary for a successful reorganization because ADC lacked equity in it as collateral. ADC objected to Patterson's motion on August 9, 2019, asserting, amongst other things, that (1) ADC, and not Dr. Stewart, purchased and owned the Equipment, and (2) Patterson did not have a perfected security interest in the Equipment. On Sept. 19, 2019, the bankruptcy court held a hearing to consider confirmation of ADC's Chapter 11 plan. On Oct. 1, 2019, the bankruptcy court entered a formal order confirming the plan. On Dec. 16, 2019, the bankruptcy court held a final evidentiary hearing on Patterson's motion for relief from the automatic stay. The bankruptcy court denied Patterson's motion for relief from the automatic stay. First, the bankruptcy court analyzed the Contract and found it ambiguous. Having found the contract ambiguous, the bankruptcy court looked to extrinsic evidence to determine whether Patterson contracted with ADC or Dr. Stewart. Noting that (1) several documents that Patterson generated listed ADC as the Equipment's purchaser and (2) Mr. Burk testified on cross-examination that ADC purchased the Equipment, the bankruptcy court found ADC to be "most likely the purchaser of the Equipment." The bankruptcy court further held that the parties presented insufficient evidence regarding perfection of Patterson's security interest in the Equipment. Because (1) ADC showed an ownership interest in the Equipment, (2) Patterson failed to prove it had perfected a security interest in the Equipment, and (3) Patterson failed to file a proof of claim against ADC before the bar date passed, the bankruptcy court found no cause to grant Patterson relief from the stay. Patterson filed a timely appeal of the bankruptcy court's decision. Patterson argued that the bankruptcy court erred by denying it relief from the automatic stay. Patterson raises five arguments on appeal. Specifically, Patterson argued that the bankruptcy court committed legal error when it (1) found the Contract ambiguous, (2) considered extrinsic evidence to identify the parties to the contract, and (3) concluded that ADC was the Equipment's most likely purchaser. Patterson further contends that the bankruptcy court committed clear error when it (4) determined that Patterson did not prove that it perfected a security interest in the Equipment, and (5) denied Patterson's motion for relief from the automatic stay. The District Court agreed with the bankruptcy court's conclusion that the Contract is susceptible to more than one reasonable interpretation and is thus ambiguous as a matter of law. Although Patterson proffers sufficient evidence to support a reasonable interpretation of the Contract as between Patterson and Dr. Stewart in her personal capacity, several aspects of the Contract support additional plausible interpretations. Having found the Contract ambiguous, the District Court concluded that the bankruptcy court's consideration of extrinsic evidence as to the parties' intent was proper as a matter of law. Upon review of the record, the District Court could not conclude that the bankruptcy court's finding as to the parties was "clearly wrong." Instead, the record contains significant evidence supporting the bankruptcy court's assessment. Regarding the fourth issue, the District Court stated that Patterson's UCC Financing Statement for the Equipment names only Dr. Stewart as debtor. Patterson did not file a financing statement naming ADC as debtor. Having found ADC to have purchased the Equipment and thus have equity in it, the court, therefore, agrees with the bankruptcy court that Patterson failed to show perfection of its security interest in the Equipment. In any event, the District Court could not conclude that the bankruptcy court's finding constitutes clear error. Patterson lastly argued that the bankruptcy court committed clear error when it denied its motion for relief from the automatic stay. Having found Patterson to lack an interest in the Equipment and ADC to own the Equipment, the District Court found Patterson ineligible for relief from the automatic stay. A copy of the District Court's Memorandum Opinion is available at https://bit.ly/2T73YJ5 from Leagle.com. About Aesthetic Dentistry of Charlottesville Aesthetic Dentistry of Charlottesville, P.C. -- http://www.cvillesmiles.com/-- is owner and operator of a dental clinic in Charlottesville, Virginia. The clinic specializes in preventive, cosmetic, and restorative dentistry. Aesthetic Dentistry of Charlottesville sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No. 18-62306) on Nov. 26, 2018. At the time of the filing, the Debtor disclosed $1,588,405 in assets and $1,785,932 in liabilities. The case was assigned to Judge Rebecca B. Connelly. Wharton, Aldhizer & Weaver PLC served as the Debtor's legal counsel. On Oct. 1, 2019, the bankruptcy court entered a formal order confirming the Debtor's Chapter 11 plan. APPVION INC: Lyon's Suit v. D&Os Junked with Leave to Amend ----------------------------------------------------------- District Judge William C. Griesbach granted the Defendants' motions to dismiss the case captioned APPVION, INC. RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN, by and through Grant Lyon in his capacity as the ESOP Administrative Committee of Appvion, Plaintiff, v. DOUGLAS P. BUTH, et al., Defendants, Case No. 18-C-1861 (E.D. Wis.). In 2001, Appleton Papers, Inc., a Wisconsin-based paper products company, which was owned at that time by a French conglomerate, Arjo Wiggins Appleton (AWA), was sold as part of an Employee Stock Ownership Plan, or ESOP, to Paperweight Development Corp. (PDC) for $810 million. The purchase was funded by Appleton Paper employees' $106 million contribution from their 401(k) retirement accounts. Under the terms of a newly amended Retirement Savings and Employee Stock Ownership Plan, the ESOP trustee used the employee contributions to purchase 100% of the shares of PDC's common stock. PDC, in turn used the funds from that purchase, together with other financing, to purchase Appleton Papers. Upon completion of the transaction, employees continued to make contributions of their retirement savings to purchase PDC stock, thereby increasing their equitable interest in Appleton Papers. Appleton Papers later changed its name to Appvion, Inc. In October 2017, some 16 years later, Appvion filed for bankruptcy, making the stock of its parent company, PDC, worthless. This lawsuit followed. Grant Lyon commenced this action in his capacity as the sole member of Appvion's Employee Stock Ownership Plan Administrative Committee (the ESOP Committee) on behalf of the Appvion, Inc. Retirement Savings and Employee Stock Ownership Plan (ESOP). The complaint asserts claims for violations of the Employee Retirement Income Security Act (ERISA), as well as federal securities fraud and various state law claims. It alleges that the defendants played various roles in fraudulently inducing Appvion's employees to adopt the ESOP as part of their retirement plan and then, over the following 16 years, artificially inflating the value of stock owned by the ESOP, resulting in losses to the ESOP. Altogether, the Amended Complaint asserts 19 counts against 8 entities and 51 individuals, including their spouses. The defendants include 17 former officers and directors of Appvion, some of whom also served at various times over the years as members of the ESOP Committee; Houlihan Lokey Capital, Inc. (f/k/a Houlihan Lokey Howard & Zukin Capital, Inc.), and Houlihan Lokey Howard & Zukin Financial Advisors (collectively, Houlihan), who were engaged by PDC to advise PDC on the 2001 Transaction; Louis Paone, Houlihan's managing director in 2001; State Street Bank and Trust Company, a nationally chartered trust company which served as the trustee of the ESOP from 2001 until 2013; State Street employees Kelly Driscoll and Sydney Marzeotti; Reliance Trust Company, which replaced State Street as the trustee for the ESOP in 2013; Argent Trust Company, N.A., which replaced Reliance as the trustee for the ESOP in 2014, Howard Kaplan, Stephen Martin, and David Williams; Willamette Management Associates, Inc., which provided valuations of Appvion stock during the period from 2001 to 2004; Stout Risius Ross, Inc. and Stout Risius Ross, LLC, which provided Appvion stock valuations after 2004; Scott Levine, Aziz El-Tahch, and Robert Socol; the spouses of each individually-named defendant; and yet to be identified defendants. On February 28, 2019, the defendants filed eight motions to dismiss. In one of their arguments, the Director and Committee Member Defendants assert that the ERISA claims based on conduct that occurred after Nov. 26, 2012, should be dismissed because the first amended complaint (FAC) fails to allege with particularity any wrongful conduct these defendants committed. They argue that the FAC constitutes improper group pleading because it only outlines "each defendant's position and contends that their positions tie them to the alleged fraud." Judge Griesbach holds that the FAC's allegations fall short of the heightened pleading standards required by Fed.R.Civ.P. 9(b). Lyon's complaint makes general allegations against all of the Director and Committee Member Defendants, asserting that the defendants were connected to or engaged in fraudulent misconduct based on their role as a director or committee member. Lyon does not allege what each specific defendant did and how each defendant's alleged misconduct violated ERISA. The conclusory group pleading allegations that the defendants uniformly violated their fiduciary duties do not provide fair notice to each individual defendant concerning his or her participation in the fraud. The FAC's allegations are insufficient to state claims against the Director and Committee Member defendants. Accordingly, the Director and Committee Member Defendants' motion to dismiss will be granted with respect to Counts II, III, IV, VI, and VII as they relate to events that occurred after Nov. 26, 2012. The Houlihan Defendants also assert that the ERISA claims based on conduct occurring before Nov. 26, 2012, are barred by ERISA's six-year statute of repose. Lyon asserts that the statute of repose period is tolled by the fraud and concealment exception. The FAC does not allege facts that support Lyon's contention that the Houlihan Defendants engaged in fraud or concealment to warrant application of section 1113's exception. The FAC asserts that, "[i]n the fall of 2018, Lyon for the first time discovered that Houlihan was not 'independent' as had been fraudulently represented by Buth, Paul Karch and Mr. Lou Paone, but in fact stood to gain a contingent fee of as much as 1% of the $810 million purchase price (over $8 million), but only if the ESOP transaction closed." Lyon maintains that the Houlihan Defendants misrepresented their role and compensation to the ESOP and investors in the 2001 Transaction by failing to disclose that they would receive a contingent fee upon the closing of the 2001 Transaction, asserting at roadshows that the sale was a good deal, and by not correcting others when they represented at roadshows that the Houlihan Defendants were independent. According to Judge Breisbach, though Lyon claims that the Houlihan Defendants hid their alleged conflicts from the ESOP and its investors, the FAC does not allege with specificity that the Houlihan Defendants misrepresented the significance of facts the ESOP Committee was aware of or hid facts so that the ESOP Committee could not become aware of them. Indeed, the ESOP Committee knew about Houlihan's role and compensation at the time of the 2001 Transaction, and the ESOP investors were told that Houlihan acted as PDC's advisor, Houlihan prepared a fairness opinion solely for PDC's benefit, and the ESOP was represented by a trustee and its own advisor. The FAC alleges that Buth signed the Feb. 14, 2001 and July 20, 2001 engagement letters on behalf of PDC whereby PDC engaged Houlihan and that members of the ESOP Committee were aware of Houlihan's role and compensation. In addition, the prospectus distributed to investors and employees advised that Houlihan served as a financial advisor to PDC and that Houlihan's fairness opinion was rendered to PDC's Board of Directors and may not be relied upon by any other person. The FAC does not contain any allegations that the Houlihan Defendants engaged in "some misleading, deceptive or otherwise contrived action or scheme, in the course of committing the wrong, that is designed to mask the existence of a cause of action." Plaintiff's ERISA claims against the Houlihan Defendants are therefore time-barred and must be dismissed. All the other Defendants' motions to dismiss are also granted. The FAC fails to state a claim upon which relief can be granted and is dismissed for that reason pursuant to FRCP 12(b)(6). The dismissal is without prejudice, however, and Lyon is allowed to file an amended complaint. A copy of the Court's Decision and Order is available at https://bit.ly/2DnVcCw from Leagle.com. About Appvion Inc. Appvion, Inc. -- http://www.appvion.com/-- produced thermal, carbonless, security, inkjet, digital specialty, and colored papers. The Company was the largest manufacturer of direct thermal paper in North America. Headquartered in Appleton, Wisconsin, Appvion operated coating and converting plants there and in West Carrollton, Ohio, and a pulp and paper mill in Roaring Spring, Pennsylvania. The Company employed approximately 1,400 people and is 100% employee-owned. Appvion, Inc., and five affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12082) on Oct. 1, 2017. The cases were pending before the Honorable Kevin J. Carey. Appvion Inc. disclosed total assets of $413,430,904 and total liabilities of $714,758,194 as of Aug. 31, 2017. DLA Piper served as legal counsel to Appvion, Guggenheim Securities LLC served as the Company's investment banker, and Alan Holtz of AlixPartners acted as the Company's Chief Restructuring Officer. Prime Clerk LLC served as the claims and noticing agent. On Oct. 11, 2017, Andrew Vara, acting U.S. trustee for Region 3, appointed an official committee of unsecured creditors. The Committee retained Lowenstein Sandler LLP, as counsel, Klehr Harrison Harvey Branzburg LLP, as Delaware co-counsel. On Dec. 1, 2017, the court appointed Justin R. Alberto as the fee examiner. He tapped Bayard, P.A., as legal counsel. On May 14, 2018, the Bankruptcy Court approved the sale of substantially all of the Debtors' assets to a group of the Company's lenders led by Franklin Advisers, Inc. The sale was completed on June 13 that year. Appvion Inc. changed its name to Oldapco, Inc. following the sale. On May 23, 2018, the Debtors filed their Combined Plan of Liquidation and Disclosure Statement. The Debtors' Plan was confirmed Aug. 14, 2018. ASVEN INTERNATIONAL: Case Summary & 2 Unsecured Creditors --------------------------------------------------------- Debtor: Asven International Corp., a dissolved Florida Corporation 7457 NW 101st Street Doral, FL 33178 Business Description: Asven International Corp. is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: October 26, 2020 Court: United States Bankruptcy Court Southern District of Florida Case No.: 20-21688 Judge: Hon. Robert A. Mark Debtor's Counsel: Kevin Christopher Gleason, Esq. FLORIDA BANKRUPTCY GROUP, LLC 4121 N 31 Ave Hollywood, FL 33021 Tel: (954) 893-7670 Email: bankruptcylawyer@aol.com Total Assets: $750,000 Total Debts: $1,029,870 The petition was signed by Enoc J. Martinez, president. A copy of the Debtor's list of two unsecured creditors is available for free at: https://www.pacermonitor.com/view/TGJXD6I/Asven_International_Corp_a_dissolved__flsbke-20-21688__0005.0.pdf?mcid=tGE4TAMA A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/PZUEGGI/Asven_International_Corp_a_dissolved__flsbke-20-21688__0001.0.pdf?mcid=tGE4TAMA BAY INN: Case Summary & 6 Unsecured Creditors --------------------------------------------- Debtor: Bay Inn & Suites of Loxley, Inc. 1360 Dinsmore Court New Port Richey, FL 34655 Business Description: The Debtor is the owner of fee simple title to a sixty-room hotel located at 29550 County Road 49, Loxley, Alabama, having a current value of $3 million. Chapter 11 Petition Date: October 26, 2020 Court: United States Bankruptcy Court Middle District of Florida Case No.: 20-07944 Debtor's Counsel: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Tel: (813) 877-4669 Fax: (813) 877-5543 E-mail: All@tampaesq.com Total Assets: $3,045,748 Total Liabilities: $3,788,116 The petition was signed by Rasik Patel, president. A copy of the petition containing, among other items, a list of the Debtor's 6 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ALTRCUA/Bay_Inn__Suites_of_Loxley_Inc__flmbke-20-07944__0001.0.pdf?mcid=tGE4TAMA BEAMABLE INC: Gets Interim Approval to Hire OCPs ------------------------------------------------ Beamable, Inc. received interim approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire professionals used in the ordinary course of business. The "ordinary course professionals" are: (i) Sam Rivello, a non-employee consultant engaged on an hourly contract basis to provide technical content creation services; (ii) Akansha Panwar, a non-employee sales associate retained on an hourly contract basis; and (iii) Goodwin Procter, LLP, the Debtor's pre-bankruptcy corporate counsel. The Debtor will pay each professional 100 percent of the professional fees and disbursements incurred. The OCP's can be reached at: Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 Legal – Corporate Akansha Panwar KG - 3 / 61, Vikaspuri New Delhi, India 110018 Sales Associate Sam Rivello P.O. Box 515381 #68361 Los Angeles, CA 90051-6681 Technical Content Creator About Beamble Inc. Beamable, Inc., formerly Disruptor Beam Inc., is a software company in Framingham, Mass. Visit https://www.beamable.com for more information. Beamable sought Chapter 11 protection (Bankr. D. Mass. Case No. 20-40986) on Oct. 1, 2020. In the petition signed by Jon Radoff, chief executive officer, the Debtor disclosed total assets of $637,987 and total liabilities of $3,356,584. Ascendant Law Group, LLC and CRS Capstone Partners, LLC serve as the Debtor's legal counsel and financial advisor, respectively. BEAMABLE INC: Gets Interim OK to Hire Ascendant Law as Counsel -------------------------------------------------------------- Beamable, Inc. received interim approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire Ascendant Law Group LLC as its legal counsel. The services that Ascendant Law Group will provide are as follows: (a) advise the Debtor of its powers and duties in the continued management and operation of its businesses and properties; (b) represent the Debtor at all hearings and other matters; (c) attend meetings and negotiate with representatives of creditors and other parties as well as responding to inquiries; (d) take all necessary actions to protect and preserve the Debtor's estate; (e) prepare legal papers; (f) review applications and motions filed in connection with the Debtor's bankruptcy case; (g) negotiate and prepare a plan of reorganization, disclosure statement and related documents, and take any necessary action to obtain confirmation of such plan; (h) advise the Debtor regarding any potential sale of its assets or business; (i) review and evaluate the Debtor's executory contracts and unexpired leases; (j) represent the Debtor in adversary proceedings or automatic stay litigation; (k) review and analyze claims of creditors and the treatment of such claims, and file objections thereto; and (l) perform all other necessary legal services related to the Debtor's bankruptcy case. The attorneys designated to represent the Debtor and their hourly rates are: Jesse I. Redlener, Member $375 Lee Harrington, Member $375 Matthew Ginsburg, Member $375 Ascendant Law is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Jesse I. Redlener, Ascendant Law Group LLC 204 Andover St Suite 401 Andover, MA 01810 Phone: +1 978-409-2038 About Beamble Inc. Beamable, Inc., formerly Disruptor Beam Inc., is a software company in Framingham, Mass. Visit https://www.beamable.com for more information. Beamable sought Chapter 11 protection (Bankr. D. Mass. Case No. 20-40986) on Oct. 1, 2020. In the petition signed by Jon Radoff, chief executive officer, the Debtor disclosed total assets of $637,987 and total liabilities of $3,356,584. Ascendant Law Group, LLC and CRS Capstone Partners, LLC serve as the Debtor's legal counsel and financial advisor, respectively. BEAMABLE INC: Gets Interim OK to Hire Financial Advisor ------------------------------------------------------- Beamable, Inc. received interim approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire CRS Capstone Partners LLC as its financial advisor. Jack Bradley of CRS Capstone will be principally providing services to the Debtor in its Chapter 11 case. He will bill the Debtor at the rate of $500 per hour. CRS Capstone held a claim against the Debtor in the amount of $3,450 as of the petition date. However, the claim was satisfied by application of a pre-bankruptcy retainer in the amount of $35,000 provided to CRS Capstone such that the firm no longer holds a claim against the Debtor. Mr. Bradley disclosed in court filings that the firm neither holds nor represents any interest adverse to the Debtor's estate and is a "disinterested person." CRS Capstone can be reached at: Jack Bradley CRS Capstone Partners, LLC 176 Federal St., 3rd Flr. Boston, MA 02110 Tel: 617-480-3329 Email: jbradley@capstoneheadwaters.com About Beamble Inc. Beamable, Inc., formerly Disruptor Beam Inc., is a software company in Framingham, Mass. Visit https://www.beamable.com for more information. Beamable sought Chapter 11 protection (Bankr. D. Mass. Case No. 20-40986) on Oct. 1, 2020. In the petition signed by Jon Radoff, chief executive officer, the Debtor disclosed total assets of $637,987 and total liabilities of $3,356,584. Ascendant Law Group, LLC and CRS Capstone Partners, LLC serve as the Debtor's legal counsel and financial advisor, respectively. BELLANO JEWELERS: Unsecureds to Get 17% Distribution in Plan ------------------------------------------------------------ Bellano Jewelers, LLC, submitted a Plan and a Disclosure Statement. General unsecured creditors are classified in Class 3 and will receive a distribution of approximately 17% of their allowed claims, to be distributed quarterly from the unsecured creditor pool. The Plan proposes to treat claims as follows: * Class 1C Secured Claim of WGD. This class is impaired with estimated allowed claim of $26,000. The allowed claim will be paid in full and amortized over 6 years at 4.25% with first year being paid interest only (monthly amortized payments of $481.77, if Allowed). Creditor may receive $28,906 (principal and interest). * Class 1D Secured Claim of NFCU. This class is impaired with estimated allowed claim of $66,885. The claim will be paid in full and amortized over 5 years at 4.25% (monthly payments of $1,239). Creditor may receive $74,361 (principal and interest). * Class 1E Secured Claim of SCI. This class is impaired with estimated allowed claim of $20,000. The allowed claim will be paid in full and amortized over 6 years at 4.25% with first year being paid interest only (monthly amortized payments of $370.59, if Allowed). Creditor may receive $22,235.47 (principal and interest) * Class 3 General Unsecured Claims totaling $346,952 are impaired. The class will receive a pro rata distribution from unsecured creditor pool in the amount of $60,000. The Debtor believes it will have adequate cash flow to make all required Plan payments from operational revenue. A full-text copy of the Disclosure Statement dated August 26, 2020, is available at https://tinyurl.com/yy6nycx5 from PacerMonitor.com at no charge. Attorneys for the Debtor: Robert T. DeMarco Michael S. Mitchell DeMarco•Mitchell, PLLC 1255 West 15th St., 805 Plano, TX 75075 T 972-578-1400 F 972-346-6791 Email robert@demarcomitchell.com Email mike@demarcomitchell.com About Bellano Jewelers LLC Bellano Jewelers, LLC, a Texas limited liability company, owns and operates a retail jewelry store, in Fort Worth, Texas. Bellano sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-44431) on Oct. 31, 2019. At the time of the filing, the Debtor disclosed assets under $500,000 and liabilities under $1 million. Judge Edward L Morris is assigned to the case. The Debtor is represented by DeMarco Mitchell, PLLC. BRIGGS & STRATTON: Business Exits Ch. 11 With New CEO & Owner ------------------------------------------------------------- Michael Roth of Rental Equipment Register reports that Briggs & Stratton announced that KPS Capital Partners LP, through a newly formed affiliate, has acquired substantially all the assets of Briggs & Stratton Corp. and certain of its wholly owned subsidiaries. Briggs & Stratton announced that KPS Capital Partners LP, through a newly formed affiliate, has acquired substantially all the assets of Briggs & Stratton Corp. and certain of its wholly owned subsidiaries. KPS acquired the assets free and clear of liens, claims, encumbrances and interests through a sale under Section 363 of the United States Bankruptcy Code. The U.S. Bankruptcy Court for the Eastern District of Missouri formally approved the transaction on September 15. With the completion of the sale to KPS, Briggs & Stratton has successfully exited from its Chapter 11 Bankruptcy proceeding. Briggs & Stratton will now operate as an independent company with the long-term support of KPS, a global private equity investor with a track record of successfully transforming businesses and creating profitable, growing companies. KPS, with approximately $11.5 billion of assets under management, works to advance the strategic position, competitiveness and profitability of its investments, it said. Briggs & Stratton re-launches as a well-capitalized company, unencumbered by more than $900 million of its predecessor's legacy obligations, and access to the financial resources required to execute its ambitious business improvement and growth plans. Briggs & Stratton also named Steve Andrews president and CEO of Briggs & Stratton effective immediately. KPS and Andrews have a history of working together to create, operate and grow world-class businesses. KPS and Andrews partnered in 2011 to form International Equipment Solutions LLC. Under KPS’ ownership and Andrews' leadership, IES, through a series of acquisitions and other growth initiatives, transformed two non-core divisions of a large corporation into a highly profitable company, KPS said. IES became a leading independent manufacturer of attachment tools, operator cabs and other complex fabrications for off-highway applications. "This is the beginning of a new era for Briggs & Stratton, a legendary brand in American manufacturing and the leading company in its industry," said Michael Psaros, co-founder and co-managing partner of KPS. "The company has a new owner, a new CEO, a new board of directors and a renewed focus. Briggs & Stratton launches with a portfolio of products sold under industry leading iconic brand names, a rock-solid capital structure and access to KPS' financial resources and expertise. We look forward to accelerating the company's growth by increasing its already substantial investment in research and development, technology and new product development. KPS will also provide the capital for Briggs & Stratton to pursue strategic acquisitions. "KPS is delighted that Steve Andrews will serve as president and CEO of Briggs & Stratton. Steve is an outstanding leader with a demonstrated track record of transforming and growing companies. We have worked successfully with Steve in the past and look forward to collaborating again as the new Briggs & Stratton. We are grateful to all of the company's stakeholders for their assistance and cooperation throughout the bankruptcy process. We thank the United Steelworkers for its very public support of our acquisition of the company." "Free of any legacy liabilities, and with a strong balance sheet and the company's world-class workforce, we have an exceptional opportunity to build upon the company's leading market position," said Andrews. "I am also pleased to partner and collaborate again with KPS, a firm that has distinguished itself as a global leader in transforming businesses and is ideally suited for this exciting venture. On behalf of the company, I would like to thank former chairman, president and CEO Todd Teske for his decades of service and many contributions." KPS created IES in 2011 with the acquisition of Paladin and Crenlo from Dover Corp., according to the Milwaukee Biz Times. The transaction generated $290 million in proceeds for Dover. After making additional acquisitions in 2012 and 2015, KPS exited the investment in 2019. Two business units were sold to Stanley Black & Decker for $690 million in cash and other businesses were sold to NPK Construction Equipment and 454 Angeles Equity Partners. Wells Fargo is continuing to provide floorplan financing to support Briggs & Stratton’s customers and a syndicate of banks including Wells Fargo, Bank of America, BMO Harris Bank and PNC Business Credit provided exit financing for the company. Kirkland & Ellis LLP is acting as legal counsel to KPS with respect to the transaction. About Briggs & Stratton Corp. Briggs & Stratton Corporation is a producer of gasoline engines for outdoor power equipment and a designer, manufacturer and marketer of power generation, pressure washer, lawn and garden, turf care, and job site products. The Company's products are marketed and serviced in more than 100 countries on six continents through 40,000 authorized dealers and service organizations. Visit https://www.basco.com for more information. Briggs & Stratton Corporation and four affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 20-43597) on July 20, 2020. The petitions were signed by Mark A. Schwertfeger, senior vice president and chief financial officer. At the time of the filing, Briggs & Stratton Corporation disclosed total assets of $1,589,398,000 and total liabilities of $1,350,058,000 as of March 29, 2020. Judge Barry S. Schermer oversees the cases. The Debtors tapped Weil, Gotshal & Manges LLP as bankruptcy counsel; Carmody MacDonald P.C. as local counsel; Foley & Lardner LLP as corporate counsel; Houlihan Lokey Inc. as investment banker; Ernst & Young, LLP as restructuring and tax advisor; Deloitte LLP as auditor and tax consultant; and Kurtzman Carson Consultants, LLC as claims and noticing agent. The Office of the U.S. Trustee appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. CAMPBELL SCOTT: Hires David Asadoorian as Accountant ---------------------------------------------------- Campbell Scott LLC, seeks authority from the U.S. Bankruptcy Court for the District of Massachusetts to employ David Asadoorian, as accountant to the Debtor. Campbell Scott requires David Asadoorian to assist in the tax, accounting, financial reporting, and related services. David Asadoorian will be paid at the hourly rate of $150. David Asadoorian will also be reimbursed for reasonable out-of-pocket expenses incurred. David Asadoorian assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. David Asadoorian can be reached at: David Asadoorian 67 Peter Spring Rd. Concord, MA 01742 Tel: (978) 371-2599 About Campbell Scott LLC Campbell Scott LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 20-40883) on Aug. 30, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by RIEMER & BRAUNSTEIN LLP. CAPE QUARRY: Unsecureds to Get $350K Cash or $300K Note in Plan --------------------------------------------------------------- The Holders of the DIP Loan Claim, the Celtic Claim and Milner Prepetition Claim proposed a First Amended Chapter 11 Plan of Reorganization with respect to Cape Quarry, LLC. Charles Edward Milner, Jr. is the holder of the Milner Prepetition Claim, allowed in the amount of not less than $4,139,537. Under the Plan, Class 3 Unsecured Creditors will receive each receive its Class 3 Cash Payment, but only if Class 3 elects to accept the Plan and does not vote to accept a competing or any other plan; and if Class 3 elects to reject the Plan or votes to accept a competing or any other plan, the Holders of Allowed Claims in Class 3 shall receive the Class 3 Distribution Notes. "Class 3 Cash Payment" means the payment to each Holder of an Allowed Class 3 Claim, such Holder's Pro Rate share of $350,000. "Class 3 Distribution Notes" means promissory notes to be issued to the Holders of Allowed Class 3 Claims in a principal amount equal to each such Holder's Pro Rata Share of $300,000, which notes will bear simple interest at the rate of 4% per annum and be payable in equal monthly payments of principal and interest over 60 months, with the first payment being due on the first Business Day of the first full month after the Effective Date 15.6 Dissolution of Statutory Committees and Cessation of Fee and Expense Payment. On the Effective Date, the Committee shall dissolve, and the members thereof will be released and discharged from all rights and duties arising from, or related to, this Bankruptcy Case. The Reorganized Debtor will not be responsible for paying any fees and expenses incurred on or after the Effective Date, if any, by the professionals retained by the Committee. A full-text copy of the First Amended Chapter 11 Plan of Reorganization dated August 26, 2020, is available at https://tinyurl.com/y4y3txqh from PacerMonitor.com at no charge. Counsel for the holders of Milner Prepetition Claims and the DIP Loan Claims: Louis M. Phillips Kelly Hart & Pitre One American Place 301 Main Street, Suite 1600 Baton Rouge, LA 70801-1916 Telephone: (225) 381-9643 Facsimile: (225) 336-9763 Email: louis.phillips@kellyhart.com Counsel for the Holder of the Celtic Claim: Alan K. Breaud Breaud & Meyers, APLC 600 Jefferson Street, Suite 1101 Lafayette, LA 70501 Telephone: (337) 266-2205 Email: alan@breaudlaw.com - And - H. Kent Aguillard Attorney at Law 141 S. 6th Street Eunice, LA 70535 Telephone: (337) 457-9331 Facsimile: (337) 457-2917 Email: kent@aguillardlaw.com About Cape Quarry Cape Quarry, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. La. Case No. 19-12367). The Debtor hired Pepper & Associates, PC, as attorney. Pepper & Associates can be reached at: Matthew L. Pepper, Esq. PEPPER & ASSOCIATES, PC 10200 Grogans Mill Rd., Suite 235 The Woodlands, TX 77380 Tel: (281) 367-2266 Fax: (281) 292-6072 CARDINAL PARENT: S&P Assigns 'B-' ICR on Acquisition by Clearlake ----------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issuer credit rating to Cardinal Parent, Inc. (d/b/a Zywave) following the company's entry into a definitive agreement to be acquired by Clearlake Capital Group, L.P. At the same time, S&P assigned its 'B-' issue-level rating and '3' recovery rating to the company's $390 million first-lien credit facility, consisting of a $50 million revolving credit facility due 2025 and a $340 million first-lien term loan due 2027. S&P also assigned its 'CCC' issue-level rating and '6' recovery rating to the company's $150 million second-lien term loan due 2028. S&P said, "The stable outlook reflects our expectation that Zywave will be able to generate consistent revenue growth based on existing secular trends in the P&C and employee benefits industry, combined with Zywave's 94% recurring revenues and strong EBITDA margins, resulting in sufficient free operating cash flow (FOCF) generation to more than satisfy its current debt obligations." "Our rating on Zywave reflects its very high financial leverage, small scale and niche focus on the employee benefits and P&C insurance industries, weak revenue growth and FOCF in fiscal 2018 and 2019, and modest integration risk from its proposed acquisitions. Offsets include its relatively strong position as a front-office software provider serving the employee benefits and P&C insurance industries, 94% recurring revenue, net retention rates in the high 90% area, minimal customer concentration (over 6,000 total, top 10: 17%), and our expectation that its cash flow generation will improve over the next 12 months." "We expect pro forma organic revenue growth to be around 3% in fiscal 2020, and in the mid-single digits in 2021. After adjusting 2019 revenue for past acquisitions and adding the contribution of the proposed acquistions, we expect organic revenue growth to be around 3% in fiscal 2020. Using this same approach historically, we estimate organic revenue growth is around negative 1% in fiscal 2018 and 0% in 2019. This compares to industry growth rates for both the employee benefits and P&C insurance sectors of around 5%-6% annually." "On a stand-alone basis (prior to the acquisitions completed in 2017-2020), we estimate core Zywave had revenue declines in the low single digits percentage area in 2018 and 2019. We attribute these declines to some product overlap with prior acquisitions, with some of its customers migrating to newly acquired products, along with a pivot of its sales force to selling its more recently acquired products. In 2018, management made the decision to begin redirecting resources from its complementary products to what it views as its strategic flagship products. Zywave's flagship products currently comprise about 90% of its total revenue, pro forma for the proposed acquisitions (was 70% in 2018). The complementary products have been experiencing revenue declines over the past few years. We expect this subset of products to decline around 10% in 2020, with similar declines to occur over the next 12-24 months as Zywave focuses its efforts on selling its flagship products. Although management does not anticipate revenue disappearing entirely from these products, it is unclear at what point this revenue will reach its trough. Also, due to unfavorable terms in past contracts, ongoing agency consolidation presented revenue headwinds to Zywave. Management has addressed this issue and it is not likely to present a headwind to revenue going forward." "With revenue growth expected in its flagship products, along with annual price increases of about 3%, we believe the declining complementary products will weigh less on revenue growth rates over time. This is expected to improve net retention rates to around 100% over the next 12 months. We also expect the company's revamped go-to market approach, which focuses on the bundling of its products, to be a contributor to future revenue growth. Previously, Zywave sold these as point solutions. In bundling its products under its four cloud offerings (i.e., sales, client, content, analytics) Zywave is able to realize higher average deal sizes to its customers. We believe these factors should enable revenue growth rates to be in in line with, if not slightly above, the industry average within the next few years." The employee benefits and P&C insurance front-office software total addressable market (TAM) should provide opportunities for sustained growth. Zywave's revenue from the employee benefits industry comprises around 67% of current revenue, with 33% coming from the P&C industry. Upon close of the proposed acquisitions, the company expects revenue to be evenly split across these industries, with around 88% of revenue generated from agencies and 12% from carriers. Management estimates that its current TAM is slightly over $5 billion, with $540 million coming from existing client whitespace and $4.6 billion in net new client opportunities. Growth in the P&C and employee benefits insurance industries is driven by ongoing rate increases in existing coverages and net new production. The COVID-19 pandemic is likely to cause some disruption in new production across both industries. S&P said, "We believe the P&C industry is better insulated from the pandemic than other sectors though, and expect growth to be on the lower end of the industry average, which is generally around 5%-6%. The employee benefits segment is also viewed as fairly insulated, though less so than P&C as this depends more on employment levels. With employee layoffs occurring due to the pandemic we believe this will likely be slightly below the typical industry growth rate of around 5%." "We expect pre-synergy pro forma financial leverage (includes treating preferred equity as debt) to be 16x at close of the transaction (November 2020). In addition to the $490 million of proposed debt, Clearlake is issuing $130 million of preferred equity to finance the acquisition of Zywave. This comprises around 3x of the 16x S&P Global Ratings' adjusted leverage at close. On a pro forma basis, we estimate the proposed acqusitions aggregated 2020 S&P Global Ratings' adjusted EBITDA (pre-synergy) to be around $1.5 million. We expect leverage to improve to the mid-12x area in 2021 as the company realizes operating leverage in its data centers that currently have excess capacity. We expect gross margins can improve around 100 basis points (bps) as Zywave's incremental revenue is essentially realized as gross profit. Management has also identified around $5 million to $10 million of cost savings. We expect around 50% of this will be realized in 2021, enabling additional deleveraging, with the balance of the cost savings achievable in 2022." "Despite very high S&P Global Ratings' adjusted leverage, the stable outlook reflects our expectation that Zywave's capital structure is sustainable, supported by our forecast for an improving cash flow profile over time. Historically, reported FOCF at Zywave has been relatively low, having generated $2 million in 2018 and $6 million in 2019. We expect FOCF to improve to about $15 million in 2020, with its 2019 acquisitions of RateFactory and miEdge fully contributing in 2020. We note that although funded debt is increasing around $160 million, annualized cash interest will stay roughly flat. Zywave's expected growing EBITDA base from improved gross margins and cost-saving realization should lead to FOCF in the low-$20 million area in 2021." "Zywave has exhibited an acquisitive track history over the past four years, having acquired four companies: HR360 in October of 2017, Code SixFour in October of 2018, RateFactory in June of 2019, and miEdge in December of 2019. Zywave is also under LOI's to acquire 2 additional companies, which we expect will close concurrently with the Zywave sale to Clearlake. In the past, Zywave has funded its larger acquisitions with long-term debt, and has used revolver draws and balance sheet cash to fund smaller tuck-in acquisitions. In 2018 and 2019, the company had an outstanding draw on its current $20 million revolving credit facility of $12 million and $6.7 million respectively. We believe Zywave may continue to explore acquisition opportunities but we note that it has little room for additional debt-funded acquisitions that increase leverage." "The stable outlook reflects our expectation that Zywave will be able to generate consistent revenue growth based on existing secular trends in the P&C and employee benefits industry, combined with Zywave's 94% recurring revenues and strong EBITDA margins, resulting in sufficient FOCF generation to more than satisfy its current debt obligations." "While not expected over the next 12 months, we could lower the rating if the company underperforms our forecast due to integration and cost synergy realization challenges from its proposed acquisitions, whereby FOCF remains weak and liquidity (including revolver availability) does not improve. We would also consider a downgrade if Zywave enters into a debt-funded acquisition that increases leverage." "Although we are unlikely to upgrade the company over the next 12 months, we could consider a higher rating over the longer term if the company is able to organically grow EBITDA and FOCF, such that leverage declines to below 7x and FOCF to debt rises above the mid-single-digit percentage area." CBL & ASSOCIATES: Has $72.8-Mil. Net Loss for June 30 Quarter ------------------------------------------------------------- CBL & Associates Properties, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $72,793,000 on $124,211,000 of total revenues for the three months ended June 30, 2020, compared to a net loss of $29,688,000 on $193,377,000 of total revenues for the same period in 2019. At June 30, 2020, the Company had total assets of $4,655,159,000, total liabilities of $4,001,181,000, and $653,453,000 in total equity. The Company said, "Given the impact of the COVID-19 pandemic on the retail and broader markets, the ongoing weakness of the credit markets, and the Operating Partnership's default of certain restrictive covenants, the Company believes that there is substantial doubt that it will continue to operate as a going concern within one year after the date these condensed consolidated financial statements are issued." A copy of the Form 10-Q is available at: https://is.gd/nNW8TO CBL & Associates Properties, Inc. (NYSE: CBL) is a self managed and self administered real estate investment trust. The Company owns regional shopping malls and community shopping centers in the United States. CENTER CITY HEALTHCARE: Seeks Approval to Sell Medical Equipment ---------------------------------------------------------------- Center City Healthcare, LLC and its affiliates asked the U.S. Bankruptcy Court for the District of Delaware to authorize Centurion Service Group, LLC to sell some of their assets at an auction. The assets include medical equipment used at the St. Christopher's Hospital for Children. The hospital was acquired by STC OpCo, LLC from the Debtors late last year. Centurion will get 15 percent of the net proceeds as compensation. The firm may charge a buyer's premium of up to 18 percent of the purchase price for each equipment sold and paid by the buyers. Centurion is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Erik Tivin Centurion Service Group 3325 Mount Prospect Road Franklin Park, IL 60131 Phone: 708-761-6655 Fax: 708-343-7100 About Center City Healthcare LLC Center City Healthcare, LLC is a Delaware limited liability company that operates the Hahnemann University Hospital. Its parent company is Philadelphia Academic Health System, LLC, which is also the parent company of St. Christopher's Healthcare, LLC and its affiliated physician groups. Center City Healthcare and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11466) on June 30, 2019. At the time of the filing, the Debtors estimated assets of between $100 million and $500 million and liabilities of the same range. Judge Kevin Gross oversees the cases. The Debtors have tapped Saul Ewing Arnstein & Lehr LLP as their legal counsel, EisnerAmper LLP as restructuring advisor, SSG Advisors, LLC as investment banker, and Omni Management Group, Inc. as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, appointed a committee of unsecured creditors on July 15, 2019. The committee has tapped Fox Rothschild LLP and Sills Cummis & Gross P.C. as its legal counsel, and Berkeley Research Group, LLC as its financial advisor. CLINIGENCE HOLDINGS: Reports $2.8M Net Income for June 30 Quarter ----------------------------------------------------------------- Clinigence Holdings, Inc., filed its quarterly report on Form 10-Q, disclosing a net income of $2,763,247 on $378,588 of sales for the three months ended June 30, 2020, compared to a net loss of $1,630,556 on $445,279 of sales for the same period in 2019. At June 30, 2020, the Company had total assets of $7,175,222, total liabilities of $1,410,753, and $5,764,469 in total stockholders' equity. The Company has an accumulated deficit of $10,928,278, and a working capital deficit of $699,499 at June 30, 2020. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company's continuation as a going concern is dependent upon its ability to obtain necessary equity financing and ultimately from generating revenues from its newly acquired subsidiary to continue operations. A copy of the Form 10-Q is available at: https://is.gd/QVULDr Based in Atlanta, Georgia, Clinigence Holdings, Inc. (OTCMKTS: CLNH) operates as a holding company. The Company, through its subsidiaries, offers healthcare cloud-based platform which enables healthcare organizations to provide value-based care and population health management services. Clinigence Holdings serves customers in the State of Georgia. CLOUDCOMMERCE INC: Reports $422K Net Loss for the June 30 Quarter ----------------------------------------------------------------- CloudCommerce, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $422,385 on $2,412,221 of total revenue for the three months ended June 30, 2020, compared to a net loss of $725,714 on $2,154,561 of total revenue for the same period in 2019. At June 30, 2020, the Company had total assets of $2,498,225, total liabilities of $7,051,212, and $4,552,987 in total shareholders' deficit. The Company does not generate significant revenue, and has negative cash flows from operations, which raise substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, raise additional capital. Historically, the Company has obtained funds from investors since its inception through sales of its securities. The Company also plans to generate additional working capital from increasing sales from its data sciences, creative, website development and digital advertising service offerings, and continue to pursue its business plan and purposes. A copy of the Form 10-Q is available at: https://is.gd/a14OXS CloudCommerce, Inc., provides data driven solutions worldwide. Its solutions help its clients to acquire, engage, and retain their customers by leveraging digital strategies and technologies. The company offers data analytics for retail, wholesale, distribution, logistics, manufacturing, political, and other industries; digital marketing services; branding and creative services; and development and managed infrastructure support services. The company was formerly known as Warp 9, Inc. and changed its name to CloudCommerce, Inc. in September 2015. CloudCommerce was founded in 1998 and is based in San Antonio, Texas. COLUMBIA NUTRITIONAL: Unsecureds Will Recover 20% or 35% of Claims ------------------------------------------------------------------ Columbia Nutritional, LLC, a Washington limited liability company submitted a First Amended Plan of Reorganization. Class 2: Columbia State Bank Claims are impaired. CSB's claim will be split into three parts, portions A, B, and C: * Portion A is an Allowed Secured Claim equal to $3,100,000, less up to $100,000 in adequate protection payments received by CSB on or after June 10, 2020 and prior to the Effective Date, less any proceeds received from the collection on trade insurance claims. * Portion B: Unsecured Priority Claim on Reorganized Debtor's Net Profits. Having an original balance of $650,000 as of the Effective Date. Claims will be paid thru the following: (1) The greater of $100,000 or 20% of Net Profits for 2021 payable in two equal installments of not less than $50,000 each, with the first payable on or before February 15, 2022, and the second payable on or before June 15, 2022; (2) 25% of Net Profits for 2022 payable within 45 days following the Reorganized Debtor's fiscal year end; and (3) 30% of Net Profits for 2023 and each year thereafter until the full $650,000 has been paid, payable within 45 days following the Reorganized Debtor’s fiscal year end of each applicable calendar year. * Portion C: Any remaining claim of CSB will be treated as a Class 8 general unsecured claim. Class 3: Regents Capital/Bryn Mawr Machinery & Equipment Finance Claims are impaired. Regents Capital and Bryn Mawr Equipment Finance will be entitled to an allowed secured claim equal to the replacement value of the machinery & equipment securing the claim as agreed by the Reorganized Debtor and Regents/Bryn Mawr, or, if agreement cannot be reached, as determined by the Court. The claim will be amortized and paid in monthly payments over a term of 60 months from the Effective Date, with interest at the rate of 7.00% per annum. Class 4: Regents Capital/Sumitomo Machinery & Equipment Finance Claims are impaired. Regents Capital and Sumitomo will be entitled to an allowed secured claim equal to the replacement value of the machinery & equipment securing the claim as agreed by the Reorganized Debtor and Regents/Sumitomo, or, if agreement cannot be reached, as determined by the Court. The claim will be amortized and paid in monthly payments over a term of 60 months from the Effective Date, with interest at the rate of 7.00% per annum. Class 5: CIT Bank Machinery & Equipment Finance Claims are impaired. Regents Capital and CIT Bank will be entitled to an allowed secured claim equal to the replacement value of the machinery & equipment securing the claim as agreed by the Reorganized Debtor and CIT Bank, or, if agreement cannot be reached, as determined by the Court. The claim will be amortized and paid in monthly payments over a term of 60 months from the Effective Date, with interest at the rate of 7.00% per annum. Class 6: DIP Lenders' Claims are impaired. Bruce Rhine's, Reid Langrill's, Hoang Nguyen's, and other Court approved participating DIP lender(s)’s claims for postpetition financing, including interest, fees, and charges associated therewith, will be converted to equity in the Reorganized Debtor in full satisfaction of the DIP Lenders' claims pursuant to Section 6.1 of the Plan. Class 7: Administrative Convenience Claims are impaired. Class 7 consists of all Allowed non-priority unsecured Claims of $1,500 or less, and all Allowed non-priority unsecured Claims of those creditors who elect to reduce their Claims to $1,500. Such Claims will be paid by the Reorganized Debtor in full with interest at the Plan Interest Rate in six consecutive equal quarterly installments commencing on the first day of the second calendar month following the Effective Date, or if later the Allowance Date. Class 8: General Unsecured Claims are impaired. Holders of Allowed General Unsecured Claims will be entitled to elect on the ballot for acceptance or rejection of the Plan, one of the following options. Failure to submit a ballot or elect an option will be deemed an election for Option One: (a) Option One. The Reorganized Debtor will pay to the holders of Allowed General Unsecured Claims electing Option One 20% of the Allowed amount of such claims plus interest at 2.5% per annum in the following installments of principal plus accrued interest on the remaining balance owed. (b) Option Two: The Reorganized Debtor will pay to the holders of Allowed General Unsecured Claims electing Option Two: (1) 10 percent of the allowed amount of such claims plus interest at 2.5% per annum in the following installments of principal plus accrued interest on the remaining balance owed. - plus - (2) up to 25 percent of the allowed amount of such claims, to be paid in annual installments from 30% of the Reorganized Debtor’s Net Profits accrued after Columbia State Bank has been paid in full for Portion B of its Class 2 Claim. Class 9: Equity Interests are impaired. Class 9 consists of all membership interests in the Debtor existing as of the Petition Date. All Prepetition Equity will be cancelled and will not receive any distribution on account of their prepetition membership interests. Upon the Effective Date, (a) the DIP Lenders' will convert their claims totaling $700,000, plus interest, fees, and charges due under the Debtor-in-Possession Credit Agreement approved by the Court, to membership interests in the Reorganized Debtor, (b) the Debtor’s Professionals, at their option, may convert up to 25%, not to exceed $200,000 in the aggregate, of their Allowed Administrative Expense Claims to membership interests in the Reorganized Debtor, and (3) the other Equity Investors will deposit at least $800,000 but not more than $2,057,551 with the Reorganized Debtor for their membership interests in the Reorganized Debtor. A full-text copy of the First Amended Plan of Reorganization dated August 26, 2020, is available at https://tinyurl.com/y43vab3z from PacerMonitor.com at no charge. Attorneys for the Debtor: Thomas W. Stilley Susan S. Ford SUSSMAN SHANK LLP About Columbia Nutritional Columbia Nutritional, LLC -- https://www.columbianutritional.com/ -- is a contract manufacturer of dietary supplements based in the Pacific Northwest. Columbia Nutritional filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 20-40353) on Feb. 6, 2020. In the petition signed by COO Brea Viratos, the Debtor was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Brian D. Lynch oversees the case. Thomas W. Stilley, Esq., at Sussman Shank LLP, serves as the Debtor's legal counsel. CORE MOLDING: Posts $2.3MM Net Loss for the Quarter Ended June 30 ----------------------------------------------------------------- Core Molding Technologies, Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $2,272,000 on $37,806,000 of net sales for the three months ended June 30, 2020, compared to a net income of $209,000 on $81,247,000 of net sales for the same period in 2019. At June 30, 2020, the Company had total assets of $165,118,000, total liabilities of $75,666,000, and $89,452,000 in total stockholders' equity. Core Molding said, "On November 22, 2019, the Company entered into a forbearance agreement (the "Forbearance Agreement") with the Lenders. Pursuant to the Forbearance Agreement, the Borrowers and the Lenders acknowledged and confirmed that an event of default occurred under the A/R Credit Agreement resulting from the Borrowers failure to maintain the required fixed charge coverage ratio (as defined in the A/R Credit Agreement) for the fiscal quarter ended September 30, 2019. The Forbearance Agreement provided that the Administrative Agent and Lenders shall forbear from the exercise of rights and remedies pursuant to the loan documents described in the A/R Credit Agreement through March 13, 2020, as long as the Company satisfies the conditions set forth in the Forbearance Agreement. "On March 13, 2020, the Company amended the Forbearance Agreement and entered into the First Amendment to the Forbearance Agreement (the "First Amended Forbearance Agreement") with the Lenders. The First Amended Forbearance Agreement provided that the Administrative Agent and Lenders shall forbear from the exercise of rights and remedies pursuant to the loan documents described in the A/R Credit Agreement through May 29, 2020, as long as the Company satisfies the conditions set forth in the First Amended Forbearance Agreement. "As a result of the COVID-19 pandemic several of the Company's major customers suspended operations during April and May 2020 due to reduced demand and the impact of government regulations and mandates. Potential new lenders required Company's customers to resume operations before proceeding with refinancing. "On May 29, 2020, the Company amended the First Amended Forbearance Agreement and entered into the Second Amendment to the Forbearance Agreement (the "Second Amended Forbearance Agreement") with the Lenders. The Second Amended Forbearance Agreement provided that the Administrative Agent and Lenders shall forbear from the exercise of rights and remedies pursuant to the loan documents described in the A/R Credit Agreement through September 30, 2020, as long as the Company satisfies the conditions set forth in the Amended Forbearance Agreement. "As a result of non-compliance with the A/R Credit Agreement, the Company's remaining borrowings under the A/R Credit Agreement, consisting of $36,000,000 in borrowings under the revolving credit commitment and the loan commitments, were classified as a current liability in the Company's consolidated balance sheet as of June 30, 2020. As a result, the Company's current liabilities exceeded its current assets by $12,345,000 as of June 30, 2020. If the Lenders were to call the loans or demand repayment of all existing borrowings, this could result in the Company being unable to meet its working capital obligations. "The Company has executed term sheets with new lenders to obtain financing to refinance the A/R Credit Agreement. Closing of the new financing is subject to normal closing conditions including completion of business and legal due diligence, asset appraisals, environmental reports, negotiated loan documents, and final credit committee approval. While the Company has executed term sheets, the Company will not have firm commitments until the completion of all closing conditions and therefore there can be no assurances that the Company will be able to secure additional financing. As there can be no assurance that the Company will be able to close its new financing, substantial doubt exists as to the Company's ability to continue as a going concern within one year after the date the financial statements are issued. The Company's consolidated financial statements do not include adjustments, if any, that might arise from the outcome of this uncertainty." A copy of the Form 10-Q is available at: https://is.gd/igjwbO Core Molding Technologies, Inc., together with its subsidiaries, manufactures sheet molding compound (SMC) and molder of thermoset and thermoplastic products. It specializes in large-format moldings and offers a range of fiberglass processes, including compression molding of SMC, glass mat thermoplastics, bulk molding compounds, and direct long-fiber thermoplastics; and spray-up, hand lay-up, resin transfer molding, structural foam and structural Web injection molding, reaction injection molding, and utilizing dicyclopentadiene technology. The company serves various markets, including medium and heavy-duty trucks, automobiles, marine, construction, and other commercial markets. It sells its products in the United States, Mexico, and Canada. The company was formerly known as Core Materials Corporation and changed its name to Core Molding Technologies, Inc. in August 2002. Core Molding was incorporated in 1996 and is headquartered in Columbus, Ohio. COSMOS HOLDINGS: Has $1.4-Mil. Net Income for the June 30 Quarter ----------------------------------------------------------------- Cosmos Holdings Inc. filed its quarterly report on Form 10-Q, disclosing a net income of $1,377,311 on $12,819,972 of revenue for the three months ended June 30, 2020, compared to a net loss of $1,540,033 on $8,513,956 of revenue for the same period in 2019. At June 30, 2020, the Company had total assets of $33,854,740, total liabilities of $39,382,490, and $5,527,750 in total stockholders' deficit. Cosmos Holdings said, "For the six months ended June 30, 2020, the Company had revenue of $24,753,220, net income of $894,001 and net cash used in operations of $5,876,080. Additionally, as of June 30, 2020, the Company had an accumulated deficit of $18,677,609 a working capital deficit of $6,073,801 and stockholders' deficit of $5,527,750. It is management's opinion that these conditions raise substantial doubt about the Company's ability to continue as a going concern for a period of twelve months from the date of this filing." A copy of the Form 10-Q is available at: https://is.gd/mcQzxc Cosmos Holdings Inc., through its subsidiaries, develops, imports, exports, markets, distributes, and sells pharmaceutical and wellness products for human use primarily in the European Union. It offers branded pharmaceutical products, over-the-counter medicines, and generic pharmaceutical products. The company provides its products to wholesale drug distributors, and wholesalers and retail healthcare providers. Cosmos Holdings Inc. is based in Chicago, Illinois. COVENANT SURGICAL: S&P Affirms 'B-' ICR; Ratings Off Watch Negative ------------------------------------------------------------------- S&P Global Ratings removed the ratings on Covenant Surgical Partners Inc. (DBA Covenant Physician Partners) from CreditWatch and affirmed its 'B-' issuer credit rating. The outlook is stable. S&P said, "The stable outlook reflects continued recovery in surgical case volume, but we believe there is continued uncertainty from the coronavirus pandemic. However, we do not expect widespread stay-at-home orders similar to what occurred in March and April." Surgical case volume has steadily improved. Covenant Surgical had sufficient liquidity to weather the trough of the pandemic, and surgical case volume has steadily increased each month since April. S&P said, "All of Covenant's facilities are open and we expect continued steady recovery as the pandemic subsides. However, we believe some risk remains as it appears COVID cases are again increasing, although we do not anticipate widespread stay-at-home orders similar to March and April. We view the pandemic as a business disruption and not a long-term change to the business fundamentals." Covenant Surgical has sufficient liquidity for the next 12 months. Along with ongoing volume recovery and cost-cutting measures to manage operating performance, the company also received federal stimulus benefits including CARES Act grants and advanced payments from CMS. S&P believes these sources along with Covenant's cash balance and revolving credit facility availability provide sufficient liquidity to fund the near-term discretionary cash flow deficits. Adjusted debt-to-EBITDA leverage will be temporarily elevated in 2020. S&P said, "We expect weaker financial results will cause leverage stay above 10x in 2020. However, we view the pandemic as a business disruption and not a change in the business fundamentals, and believe several positive industry dynamics, including continued shift away from inpatient procedures to outpatient procedures, will continue to benefit Covenant. As volume recovery continues, we expect EBITDA to grow in 2021, but leverage to remain steady due to likely utilization of its delayed-draw term loans to fund acquisitions. We expect annual discretionary cash flow deficits in 2020 and 2021 of about $10 million or below." "The stable rating outlook on Covenant Surgical reflects S&P Global Ratings' expectation that as the coronavirus pandemic subsides, the company will resume growing at above industry average as acquisitions supplement low-single-digit-percent organic revenue growth. We expect the reimbursement environment to remain stable and liquidity to remain adequate." "We could consider a downgrade if the company suffers discretionary cash flow deficits over an extended period, leading us to view the capital structure as unsustainable. Cash flows could turn increasingly negative if the company's organic revenue growth declines at a high-single-digit-percent rate or margins drop an estimated 300 basis points as a result of a reacceleration of the coronavirus pandemic, leading to a prolonged suspension of surgical procedures, reductions in reimbursement, or poorly performing acquisitions and integration problems. We could also consider a downgrade if the company aggressively completes too many acquisitions, thereby requiring additional debt and potentially further constraining cash flow." "Although unlikely over the next 12 months, we could consider raising the rating if Covenant's organic revenue growth accelerates to the mid- to high-single-digit percents, steadily integrates its acquisitions, and generates discretionary cash flows in excess of $20 million. We also would look for the company to reduce its leverage to below 5x on a sustained basis. We believe this would likely require the company to nearly double its revenue base while steadily improving its margins." CUSTOM FABRICATION: Unsecureds Will Recover 0.5% of Claims ---------------------------------------------------------- Custom Fabrication International LLC submitted a Plan and a Disclosure Statement. Classes 1 and 2 Secured Claims (divided into subclasses 1A, 1B, 2A, 2B, etc.) consist of claims secured by Collateral (such as a mortgage/deed of trust secured by a house, a car loan secured by the car, or any other claim secured by a lien on property of the bankruptcy estate), which generally are entitled to be paid in full, over time, with interest. Class 1 is reserved for claims secured only by real estate that is an individual Debtor’s principal residence. Class 2 contains all other secured claims. Class 4 General Unsecured Claims consists of "general" unsecured claims, which will receive, over time, the following estimated percentage of their claims: 0.5%. The plan proponent believes the Plan is feasible because, both on the Effective Date and for the duration of the Plan, the proponent estimates that Debtor will have sufficient cash to make all distributions. A full-text copy of the Disclosure Statement dated August 26, 2020, is available at https://tinyurl.com/y3ymeogw from PacerMonitor.com at no charge. Attorney for Plan Proponent: Kevin Tang TANG & ASSOCIATES 18377 Beach Blvd., Ste. 211 Huntington Beach, CA 92648 Tel.(714) 594-7022; Fax. (714) 594-7024 keving@tang-associates.com About Custom Fabrications International Custom Fabrications International, LLC, filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 20-12531) on March 6, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Kevin Tang, Esq., at Tang & Associates. DELCATH SYSTEMS: Posts $4.3-Mil. Net Loss for the June 30 Quarter ----------------------------------------------------------------- Delcath Systems, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $4,275,000 on $379,000 of revenue for the three months ended June 30, 2020, compared to a net loss of $5,959,000 on $412,000 of revenue for the same period in 2019. At June 30, 2020, the Company had total assets of $20,443,000, total liabilities of $12,741,000, and $7,702,000 in total stockholders' equity. The Company has incurred losses since inception and expects to continue incurring losses for the next several years. These losses, among other factors, raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: https://is.gd/h2hh8b Delcath Systems, Inc., an interventional oncology company, focuses on the treatment of primary and metastatic liver cancers. The company is developing melphalan hydrochloride for Injection for use with the Delcath hepatic delivery system to administer high-dose chemotherapy to the liver. It offers melphalan hydrochloride under the Delcath Hepatic CHEMOSAT Delivery System for Melphalan name in Europe. The company was founded in 1988 and is headquartered in New York, New York. DESERT HAWK: Posts $208,000 Net Loss for the Quarter Ended June 30 ------------------------------------------------------------------ Desert Hawk Gold Corp. filed its quarterly report on Form 10-Q, disclosing a net loss of $208,078 on $1,393,967 of revenue for the three months ended June 30, 2020, compared to a net loss of $949,591 on $0 of revenue for the same period in 2019. At June 30, 2020, the Company had total assets of $16,280,542, total liabilities of $17,536,920, and $1,256,378 in total stockholders' deficit. The Company disclosed substantial doubt about its ability to continue as a going concern citing an accumulated deficit of $10,749,486 through June 30, 2020 and net loss of $1,298,268 for the six month period ended June 30, 2020. A copy of the Form 10-Q is available at: https://is.gd/KrFvwv Desert Hawk Gold Corp. explores for gold and silver deposits from its Kiewit property. The company was formerly known as Lucky Joe Mining Company and changed its name to Desert Hawk Gold Corp. in April 2009. Desert Hawk Gold was incorporated in 1957 and is based in Reno, Nevada. DIAMOND COACH: U.S. Trustee Appoints Creditors' Committee --------------------------------------------------------- Paul Randolph, acting U.S. trustee for Region 8, appointed a committee to represent unsecured creditors in the Chapter 11 cases of Diamond Coach Leasing, LLC and Diamond Coach Interiors, LLC. The committee members are: 1. Prevost Car (US), Inc. Sylvain Lavery 2955-A, Avenue Watt Quebec, QC G1X 3W1, Canada Phone: 418-654-9955 x.262 Fax: 418-883-4866 Sylvain.lavery@volvo.com 2. Brighton Cabinetry, Inc. Anthony Creek 1095 Industrial Park Ave. Neoga, IL 62447 Phone: 217-895-3000 Fax: 217-895-3002 tcreek@brightoncabinetry.com 3. Bus Solutions Jack Morgan 1252 Regents Park Ct. Desto, TX 75115 Phone: 214-215-5532 jackm@bussolutions.com 4. JGS Resources, LLC Rob Adams 1380 West Paces Ferry Rd. Atlanta, GA 30327, Suite 1245 Phone: 404-307-0152 ra@jgsresources.com 5. Tour Trailer Leasing Nathan Miller 1306 Fern Ave. Nashville, TN 37207 Phone: 615-681-1278 tourtrailerleasing@gmail.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Diamond Coach Diamond Coach Leasing, LLC and Diamond Coach Interiors, LLC provide luxury Prevost ententainer coaches. Both are headquartered in Tennessee. On Oct. 9, 2020, Diamond Coach Leasing and Diamond Coach Interiors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Lead Case No. 20-04545). At the time of the filing, Diamond Coach Leasing disclosed $704,468 in assets and $43,064,325 in liabilities. Diamond Coach Interiors reported $2,929 in assets and $38,183,685 in liabilities. Dunham Hildebrand, PLLC serves as the Debtor's legal counsel. DIGIPATH INC: Has $521,000 Net Loss for the Quarter Ended June 30 ----------------------------------------------------------------- Digipath, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $520,687 on $407,229 of revenues for the three months ended June 30, 2020, compared to a net loss of $489,628 on $652,920 of revenues for the same period in 2019. At June 30, 2020, the Company had total assets of $2,258,388, total liabilities of $2,500,791, and $242,403 in total stockholders' deficit. Digipath said, "The Company has incurred recurring losses from operations resulting in an accumulated deficit of $16,305,917, negative working capital of $1,005,315, 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. Management is actively pursuing new customers to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. Management believes these factors will contribute toward achieving profitability." A copy of the Form 10-Q is available at: https://is.gd/vW5H02 Based in Las Vegas, Nevada, DigiPath Inc. -- http://www.digipath.com/-- supports the cannabis industry's best practices for reliable testing, cannabis education and training, and brings unbiased cannabis news coverage to the cannabis industry. The Company's cannabis testing business is operated through its wholly owned subsidiary, Digipath Labs, Inc., which performs all cannabis related testing using FDA-compliant laboratory equipment and processes. DigiPath opened its first testing lab in Las Vegas, Nevada in May of 2015 to serve the new State approved and licensed medical marijuana industry. The Company plans to open labs in other legal states, assuming resources permit. EAGLE PIPE: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------ Henry Hobbs Jr., acting U.S. trustee, appointed a committee to represent unsecured creditors in the Chapter 11 cases of Eagle Pipe, LLC and its affiliates. The committee members are: 1. Beemac, Inc. 2747 Legionville Rd Ambridge, PA 15003 Loren Dworakowski 724-777-0767 LDworakowski@Beemac.com 2. Secor 17321 Groeschke Road Houston, TX 77084 Kelley Sandlin 281-647-7620 k.sandlin@secoronline.com 3. Houston International Specialty, Inc 19996 Hickory Twig Way Spring TX 77388 Matt Rizzo 281-570-7550 matt@histcpc.com 4. United Casing Incorporated 8505 Technology Forest Place, Suite 401 The Woodlands, TX 77381 Tor Vatne 936-242-1187 tvatne@unitedcasing.com 5. Husteel USA, Inc. 2222 Greenhouse Road Houston, TX 77084 David Piland 281-497-6791 david@husteelusa.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Eagle Pipe LLC Eagle Pipe, LLC is a full-service distribution company supplying tubular products and a wide variety of equipment and services to the upstream, midstream, municipal and industrial industries. It distributes a full-range of OCTG, line pipe, poly pipe (HDPE), concrete pipe, PVC pipe, valves and fittings, and offers associated products and services. For more information, visit https://www.eaglepipe.net. Eagle Pipe sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 20-34879) on Oct. 5, 2020. At the time of the filing, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. Judge Marvin Isgur oversees the case. Gray Reed & McGraw, LLP and Glassratner Advisory & Capital Group, LLC serve as the Debtor's legal counsel and financial advisor, respectively. EDWARD DAWSON: $3K Cash Sale of Warden Property Approved -------------------------------------------------------- Judge Frederick P. Corbit of the U.S. Bankruptcy Court for the Eastern District of Washington authorized Edward A. Dawson and Marcia A. Meade to sell 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 sale is 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. The liens will attach to the proceeds of sale. At closing, the following disbursements will be made: (i) a 10% real estate commission will be paid to realtors Joyce DeLeon of Gary Mann Real Estate; and (ii) general and delinquent real estate taxes shown on Exhibit 1. The time period for creditors to object to the Debtors' Motion [and notice thereof be and the same is shortened to a period equal to 12 days from the date of mailing notice. A copy of Exhibit 1 is available at https://tinyurl.com/y6ap5wfb 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. FAITH CATHEDRAL: Hires Re/Max Results as Real Estate Broker ----------------------------------------------------------- Faith Cathedral Look Up and Live Ministries, Inc., seeks authority from the U.S. Bankruptcy Court for the District of South Carolina to employ Re/Max Results, as real estate broker to the Debtor. Faith Cathedral requires Re/Max Results to market and sell the Debtor's property located at 7200 Augusta Road, Piedmont, South Carolina. Re/Max Results will be paid a commission of 6% of the sales price. Susan Berry, partner of Re/Max Results, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Re/Max Results can be reached at: Susan Berry RE/MAX RESULTS 225 N Main Street Greenville, SC 29601 Tel: (864) 484-3657 About Faith Cathedral Look Up and Live Ministries, Inc. Faith Cathedral Look Up and Live Ministries, Inc., a tax-exempt religious organization based in Piedmont, S.C., filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 20-03333) on Aug. 24, 2020. Jenette Cureton, assistant administrator, signed the petition. At the time of the filing, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Helen E. Burris oversees the case. Robert Pohl, Esq., at POHL, P.A., serves as Debtor's legal counsel. FIRST CHOICE: $97K Sale of LOP Accounts Receivables to Omni Okayed ------------------------------------------------------------------ Judge Karen S. Jennemann of the U.S. Bankruptcy Court for the Middle District of Florida authorized First Choice Medical Group of Brevard, LLC, an affiliate of First Choice Healthcare Solutions, Inc., to enter into Purchase Agreement with Omni Healthcare Financial, LLC to sell accounts receivables, consisting of the letters of protection, identified on Exhibit A, for $97,387. The sale is on an "as is" basis without warranty as to collectability, free and clear of all liens, claims, interest and encumbrances. A copy of the Agreement and Exhibit A is available at https://tinyurl.com/y45t2www at PacerMonitor.com free of charge. About First Choice Healthcare Solutions Headquartered in Melbourne, Fla., First Choice Healthcare Solutions is implementing a defined growth strategy aimed at building a network of localized, integrated care platforms comprised of non-physician-owned medical centers, which concentrate on treating patients in the following specialities: orthopaedics, spine surgery, neurology, interventional pain management and related diagnostic and ancillary services in key expansion markets throughout the Southeastern U.S. Visit https://www.myfchs.com/ for more information. First Choice Healthcare Solutions and its affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 20-03355) on June 15, 2020. The petitions were signed by Phillip J. Keller, interim chief executive officer and chief financial officer. Judge Karen S. Jennemann oversees the cases. At the time of the filings, First Choice Healthcare Solutions had total assets of $1,283,553 and total liabilities of $1,855,427; First Choice Medical Group of Brevard, LLC had total assets of $2,260,116 and total liabilities of $3,016,161; FCID Medical, Inc. had total assets of $1,832,489 and total liabilities of $642,515; and Marina Towers, LLC had total assets of $6,149,380 and total liabilities of $6,558,440. The Debtors tapped Akerman LLP as their bankruptcy counsel, Trenam Kemker Scharf Barkin Frye O'Neil & Mullis, P.A. and Patel Law Group, P.A. as special counsel, and CBIZ MHM, LLC as accountant. Aaron Cohen has been appointed the Subchapter V trustee. FOX VALLEY PRO: Menominee Nation Arena Owner's Plan Approved ------------------------------------------------------------ Judge Beth E. Hanan has entered an order confirming the Plan of Reorganization of Fox Valley Pro Basketball, Inc. The Future Bucks, LLC, Menominee Tribal Enterprises, the Menominee Indian Gaming Authority and the Debtor reserve the right, regardless of whether an objection as provided in Section 7.1(b) has been filed, to contest whether a contract purported to be assumed by the Debtor is an executory contract that the Debtor can assume, and the "curage amount," if any. Notwithstanding the terms of the Plan, if the parties cannot resolve their issues, the Debtor shall follow the procedure in the stipulation with Future Bucks, LLC, or request a status conference to determine the procedure to resolve the issues wit h Menominee Tribal Enterprises and the Menominee Indian Gaming Authority. The City of Oshkosh and the Debtor dispute the "curage amount" between them and, if the parties cannot resolve their issues, the Debtor will request a status conference to determine the procedure to resolve the issues. A copy of the Plan Confirmation Order is available at: https://cdn.pacermonitor.com/pdfserver/H5IOJKA/130627886/Fox_Valley_Pro_Basketball_Inc__wiebke-19-28025__0380.0.pdf Terms of Plan Fox Valley Pro proposed a Plan of Reorganization. Class 1: Allowed Claim of Bayland is impaired. Bayland shall have an Allowed Secured Claim of $13,212,759. The Debtor will make payments of $68,000 per month to Bayland, commencing on the 15th day of the first month after the Effective Date for 36 payments. Then, the Debtor will make payments of $76,000 per month on the 15th day of the first month to Bayland for 264 months. Additionally, the Debtor will pay 37.5% of the Reorganized Debtor's Net Profits. Class 2: Allowed Claim and Administrative Expense of Two Willows are impaired. The Allowed Claim of Two Willows shall be paid on the Effective Date from the Two Willows' replacement lender and is as a condition for receiving $750,000 of new funds that is part of the TIF Financing. The total amount of new obligation will be $2,239,888. It shall be partially guaranteed who shall receive a 5% fee paid on the Effective Date plus the Debtor shall incur a 3% loan fee that will be added to the principal balance. Class 3: Allowed Convenience Claims are impaired. The Debtor shall pay 75% of the Allowed Claims in Class 3 on the Effective Date in full satisfaction of the Allowed Claim unless a Creditor elects to be treated as a Class 4 Claim, in which case the Allowed Claim shall be paid as a Class 4 Claim and receive 100% of the Claim. Class 4: Allowed Unsecured Trade Claims are impaired. Unless a Creditor in Class 4 elects to reduce its Allowed Claim to $1,000 and be treated as a Class 3 Allowed Claim, the Debtor shall pay the Allowed Unsecured Trade Claims in Class 4 as follows. The Allowed Claims in Class 4 shall share $60,000 paid on the Effective Date on a pro rata Basis. The Allowed Claims in Class 4 will be paid from equal monthly installments of $13,000 per month on a Pro Rata Basis, commencing on the 15th of the first month after the Effective Date in full satisfaction of the Allowed Claims. Class 5: Allowed Unsecured Non-Trade Claims are impaired. The Debtor shall pay 20% of each Allowed Claim pursuant to a note that accrues interest at the rate of 3% per annum paid in equal quarterly installments on the 15th day of the first month after the last day of the previous calendar quarter over a 15-year period, or 60 quarterly installments, commencing on April 15, 2021. Class 6: Allowed Voting Common Stock Interests. This class is impaired. Class 6 Interest Holders shall receive New Class A Stock on a Pro Rata Basis equal to the same number of shares they held before the Petition Date. The New Class A Stock shall be issued within ten days after the Effective Date. The New Class A Stock shall collectively have voting rights equal to 75% of the entire voting rights in the Reorganized Debtor. The holders of the New Class A Stock shall receive 15% of the Reorganized Debtor's Net Profits unless all New Class B Stock or Class C Stock is redeemed in which case Class A Stock shall also receive the percentages of the Reorganized Debtor's Net Profits as provided in the Plan after the redemption. Class 7: Allowed Non-Voting Common Stock Interests. This class is impaired. The holders of the New Class C Stock shall receive 10% of the Reorganized Debtor's Net Profits. However, if the New Class B Stock is fully redeemed, the holders of the New Class C Stock will receive a total of 37.5% of the Reorganized Debtor's Net Profits. Cash necessary to fund payments on or shortly after the Effective Date shall be from the regular business income of the Reorganized Debtor and proceeds of the TIF Financing. A full-text copy of the Plan of Reorganization dated August 26, 2020, is available at https://tinyurl.com/y4wxfeon from PacerMonitor.com at no charge. Attorneys for Fox Valley Pro Basketball, Inc.: Jerome R. Kerkman Evan P. Schmit Kerkman & Dunn 839 N. Jefferson St., Suite 400 Milwaukee, Wisconsin 53202-3744 Phone: 414.277.8200 Facsimile: 414.277.0100 Email: jkerkman@kerkmandunn.com About Fox Valley Pro Basketball Fox Valley Pro Basketball, Inc., is the owner of the Menominee Nation Arena in Oshkosh, Wis. The arena serves as the home of the Wisconsin Herd of the NBA G League and the Wisconsin Glow women's basketball team. Fox Valley Pro Basketball sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wis. Case No. 19-28025) on Aug. 19, 2019. At the time of the filing, the Debtor was estimated to have assets of between $10 million and $50 million and liabilities of the same range. The case is assigned to Judge Brett H. Ludwig. Kerkman & Dunn is the Debtor's counsel. GARRETT MOTION: Appointment of Equity Committee Sought ------------------------------------------------------ A group of shareholders of Garrett Motion Inc. asked the Justice Department's bankruptcy watchdog to appoint a committee that will represent equity security holders in the company's Chapter 11 case. In a letter to the U.S. Trustee for the Southern District of New York, Andrew Glenn, Esq., attorney for the shareholders that include Cetus Capital, LLC and 507 Capital, said the interests of shareholders "are not adequately represented." "Leaving the shareholders the burden of individually protecting their interests while the company uses its financial resources to compensate the professionals of the official committee of unsecured creditors and other parties wrongfully discriminates against shareholders and ensures that they will not be represented," Mr. Glenn said. "Given the potential need for new money, parties can exploit the need for such investments by unnecessarily and unfairly diluting minority shareholders who are not represented in the process," the attorney further said. Mr. Glenn also raised in his letter to the U.S. Trustee that Garrett Motion "is not hopelessly insolvent" and that "shareholders have a real economic stake" in the company's bankruptcy case. The attorney cited official statements from the company's financial advisors that there may be as much as $700 million in equity value under the transaction proposed by KPS Capital Partners, LP, one of the bidders that offered to acquire substantially all of the company's assets for $2.1 billion. Mr. Glenn also cited the company's consolidated GAAP balance sheet, which showed that it had approximately $2.07 billion in total assets as of June 30, 2020, including certain assets held by non-debtor affiliates, with book equity value of $400 million. "We believe it would be grossly unjust to permit the debtor to formulate an exit strategy without any meaningful input from shareholders, who clearly have a large and valuable stake in the debtor's enterprise," Mr. Glenn said. The attorney can be reached at: Andrew K. Glenn, Esq. Kasowitz Benson Torres LLP 1633 Broadway New York, New York 10019 Office: (212) 506-1700 Fax: (212) 506-1800 Direct Dial: (212) 506-1747 Direct Fax: (212) 835-5047 Email: aglenn@kasowitz.com 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 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. Judge Michael E. Wiles oversees the cases. The Debtors have tapped Sullivan & Cromwell LLP as counsel, Quinn Emanuel Urquhart & Sullivan LLP as co-counsel, Perella Weinberg Partners and Morgan Stanley & Co. LLC as investment bankers, and AlixpartnersLP as restructuring advisor. Kurtzman Carson Consultants LLC is the claims agent. GARRETT MOTION: Hires AlixPartners as Restructuring Advisor ----------------------------------------------------------- Garrett Motion Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ AlixPartners, LLP, as restructuring advisor to the Debtors. Garrett Motion requires AlixPartners to: a. assist in developing and implementing cash management and preservation strategies, tactics and processes; b work with senior management to identify, evaluate and implement restructuring initiatives; c. assist in communication and/or negotiation with outside constituents, stakeholders and their advisors as requested by the Debtors; d. assist the Debtors in developing contingency plans and financial alternatives in the event an out-of-court restructuring cannot be achieved; e. support the Debtors and other professionals so assigned on procuring, negotiating and implementing DIP and exit financing facilities, if needed; f. coordinate and provide case administration support for an in-court proceeding and assist with developing the Debtors' Plan of Reorganization or other appropriate case resolution, if needed; g. provide assistance in such areas as testimony on matters that are within AlixPartners' areas of expertise; and h. assist with such other matters as may be requested that fall within AlixPartners' expertise and that are mutually agreeable. AlixPartners will be paid at these hourly rates: Managing Director $1,000 to $1,195 Director $800 to $950 Senior Vice President $645 to $735 Vice President $470 to $630 Consultant $175 to $465 Paraprofessional $295 to $315 AlixPartners received a retainer in the amount of $500,000 from the Debtors (the "Retainer"). During the 90-day period prior to the Petition Date, the Debtors paid AlixPartners $3,957,695.41 in aggregate for professional services performed and expenses incurred, including advanced payments of $725,000, of which $470,054 was applied to fees and expenses prior to the Petition Date, and excluding the Retainer. AlixPartners will also be reimbursed for reasonable out-of-pocket expenses incurred. Pilar Tarry, partner of AlixPartners, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. AlixPartners can be reached at: Pilar Tarry AlixPartners, LLP 909 Third Avenue, 30th Floor New York, NY 10022 Tel: (212) 490-2500 Fax: (212) 490-1344 About Garrett Motion Inc. Based in Switzerland, Garrett Motion Inc. (NYSE: GTX) designs, manufactures and sells highly engineered turbocharger and electric-boosting technologies for light and commercial vehicle original equipment manufacturers ("OEMs") and the global vehicle and independent aftermarket. Garrett Motion and its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-12212) on Sept. 20, 2020. Garrett disclosed $2,066,000,000 in assets and $4,169,000,000 in liabilities as of June 30, 2020. The Debtors tapped Sullivan & Cromwell LLP as counsel, Quinn Emanuel Urquhart & Sullivan LLP as co-counsel, Perella Weinberg Partners and Morgan Stanley & Co. LLC as investment bankers, and AlixpartnersLP as restructuring advisor. Kurtzman Carson Consultants LLC is the claims agent. The U.S. Trustee for Region Region 2 on Oct. 5, 2020, appointed a committee to represent unsecured creditors in the Chapter 11 case. GARRETT MOTION: Hires Perella Weinberg as Investment Banker ----------------------------------------------------------- Garrett Motion Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Perella Weinberg Partners LP, investment banker to the Debtors. Garrett Motion will render the following services: General Financial Advisory and Investment Banking Services -- ramiliarize ourselves with the business, operations, properties, financial condition and prospects of the Debtors; -- review the Debtors' financial condition and outlook; -- provide such other advisory services as are customarily provided in connection with the analysis and negotiation of any of the transactions contemplated by the Engagement Letter, as requested and mutually agreed; Restructuring Services -- assist in the development of financial data and presentations to the Company's Board of Directors and, as instructed by the Debtors, to engage in discussions with various creditors including Honeywell, and other parties; -- analyze the Debtors' financial liquidity and debt capacity and evaluate alternative capital structures; -- participate in negotiations among the Debtors and Honeywell or the Debtors' other creditors, suppliers, lessors and other interested parties with respect to any of the transactions contemplated by the Engagement Letter; and -- if requested by the Debtors, advise the Debtors and negotiate with Honeywell or other lenders with respect to potential waivers or amendments of various credit facilities or other potential Restructurings. Financing Services -- Provide financial advice to the Debtors in structuring and effecting a Financing, identify potential Investors and, at the Debtors' request, contact and solicit such Investors; and -- assist in the arranging of a Financing, including identifying potential sources of capital, assisting in the due diligence process, and negotiating the terms of any proposed Financing, as requested. M&A Services -- provide financial advice to the Debtors in structuring, evaluating and effecting an M&A Transaction, identify potential acquirers and, at the Company's request, contact and solicit potential acquirers and/or Targets; and -- assist in the arranging and executing an M&A Transaction, including identifying potential Targets or parties in interest, assisting in the due diligence process, and negotiating the terms of any such proposed transaction, as requested. Perella Weinberg will be paid as follows: -- Monthly Financial Advisory Fee. A monthly financial advisory fee of $225,000 (the "Monthly Fee"), commencing as of the Petition Date (and prorated for any partial month), due and payable on the first of each month during the engagement; provided, that, 50% of each Monthly Fee shall be creditable (to the extent paid and without duplication) against any M&A Fee (as defined below), Financing Fee (as defined below) or Restructuring Fee (as defined below) that becomes payable under the Engagement Letter. -- Restructuring Fee. In the case of any Restructuring, a fee (a "Restructuring Fee") in the amount of $15,000,000, payable promptly upon consummation of a Restructuring; provided, however, that in the event the Debtors contemplate filing a "prepackaged" or "pre-arranged" bankruptcy, then (x) up to 50% of our Restructuring Fee shall be payable at the earlier of (i) approval by the Debtors of a restructuring support agreement, lock-up agreement or similar agreement or (ii) the launch of a solicitation of votes for a prepackaged or reorganization plan and (y) the remaining unpaid Restructuring Fee shall be payable promptly upon consummation of a Restructuring. -- Financing Fee. In the event the Debtors ask PWP to assist in any Financing, or in any event if a Financing occurs in connection with an in-court process, including for any bankruptcy debtor-in-possession financing and bankruptcy exit financing or for the purpose of financing any M&A Transaction, a financing structuring fee (a "Financing Fee") equal to (w) 0.50% of all gross proceeds from the issuance of debt in an out-of-court syndicated Financing led by a bulge bracket Lead Arranger (an "Out-of-Court Syndicated Financing"); plus (x) 1.0% of all gross proceeds from the issuance of secured debt by the Debtors other than in an Out-of-Court Syndicated Financing, plus (y) 2.0% of all gross proceeds from the issuance of unsecured debt by the Debtors other than in an Out of-Court Syndicated Financing. -- M&A Fee. In the case of any M&A Transaction, a fee (an "M&A Fee") in the amount of $13,000,000, payable promptly upon consummation of any M&A Transaction; provided, that, 50% of any M&A Fee paid under the Engagement Letter in connection with an in-court M&A Transaction or that becomes payable within nine months following emergence by the Debtors from chapter 11 shall be creditable against any Restructuring Fee that becomes payable under the Engagement Letter. In the 90 days prior to the Petition Date, the Debtors paid $12,172,500 in fees and $3,690.09 in expenses to Perella Weinberg for prepetition services rendered and expenses incurred. Perella Weinberg will also be reimbursed for reasonable out-of-pocket expenses incurred. Bruce Mendelsohn, partner of Perella Weinberg Partners LP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Perella Weinberg can be reached at: Bruce Mendelsohn PERELLA WEINBERG PARTNERS LP 767 Fifth Avenue New York, NY 10153 Tel: (212) 287-3200 Fax: (212) 287-3201 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 and Morgan Stanley & Co. LLC as investment bankers, and AlixpartnersLP as restructuring advisor. Kurtzman Carson Consultants LLC is the claims agent. The U.S. Trustee for Region Region 2 on Oct. 5, 2020, appointed a committee to represent unsecured creditors in the Chapter 11 case of Garrett Motion Inc. and its affiliates. GARRETT MOTION: Hires Sullivan & Cromwell as Counsel ---------------------------------------------------- Garrett Motion Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Sullivan & Cromwell LLP, as restructuring advisor to the Debtors. Garrett Motion requires Sullivan & Cromwell to: a. advise the Debtors with respect to their powers and duties as debtors and debtors-in-possession, including the legal and administrative requirements of operating in chapter 11; b. advise the Debtors with respect to the potential sale of their business and negotiating and preparing on the Debtors' behalf all agreements related thereto; c. attend meetings and negotiating with representatives of creditors and other parties-in-interest; d. assist with the preservation of the Debtors' estates, including the prosecution of actions commenced under the Bankruptcy Code or otherwise on their behalf, and objections to claims filed against the estates; e. prepare and prosecute on behalf of the Debtors all motions, applications, answers, orders, reports and papers necessary for the administration of the estates; f. negotiate and prepare on the Debtors' behalf chapter 11 plan(s), disclosure statement(s) and all related agreements and/or documents; g. advise the Debtors with respect to certain corporate, financing, tax and employee benefit matters as requested by the Debtors and without duplication of other professionals' services; h. appear before the Court, and any appellate courts, and protecting the interests of the Debtors' estates before such courts; and i. perform all other legal services in connection with these chapter 11 cases as requested by the Debtors and without duplication of other professionals' services. Sullivan & Cromwell will be paid at these hourly rates: Partners and Special Counsel $1,350 to $1,750 Associates $650 to $1,185 Legal Assistants $350 to $520 On September 8, 2020, the Debtors paid Sullivan & Cromwell a retainer of $2,500,000. As of the Petition Date, Sullivan & Cromwell holds as security for payment of its fees and expenses a retainer in the amount of $2,209,478.32. Sullivan & Cromwell will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Yes. As discussed herein, Sullivan & Cromwell does not ordinarily determine its fees solely on the basis of hourly rates. For the purposes of its engagement by the Debtors, Sullivan & Cromwell has agreed that it will charge for services performed during these chapter 11 cases, and will apply to the Court for approval of such charges, on the basis of the hourly rates described in this Declaration. The hourly rates set forth herein are the same or less than the hourly rates used by Sullivan & Cromwell when preparing estimates of fees under its normal billing practices. In particular, the rates for the more senior timekeepers for each class of personnel represent a discount from the rates used by Sullivan & Cromwell when preparing estimates of fees under its normal billing practices for non-bankruptcy engagements. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Prior to the Petition Date, in connection with general corporate matters, Sullivan & Cromwell performed services for the Debtors and was compensated for its services at rates that reflect all of the factors prescribed by rule 1.5(a) of the New York Rules of Professional Conduct, including the firm's contribution to the relevant matter, the responsibility assumed, the results achieved, the difficulty and complexity of the matter, the amount involved, the experience of, and demands on, the lawyers involved and the fees customarily charged for such matters consistent with Sullivan & Cromwell's practice for nonbankruptcy engagements. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Response: The Debtors have approved Sullivan & Cromwell's budget and staffing plan for the period from the Petition Date to October 31, 2020. If necessary, Sullivan & Cromwell expects to submit for approval by the Debtors prospective budgets and staffing plans for the duration of these chapter 11 cases. Andrew G. Dietderich, partner of Sullivan & Cromwell LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Sullivan & Cromwell can be reached at: Andrew G. Dietderich, Esq. Brian D. Glueckstein, Esq. Benjamin S. Beller, Esq. Noam R. Weiss, Esq. SULLIVAN & CROMWELL LLP 125 Broad Street New York, NY 10004 Tel: (212) 558-4000 Fax: (212) 558-3588 E-mail: dietdericha@sullcrom.com gluecksteinb@sullcrom.com bellerb@sullcrom.com weissn@sullcrom.com About Garrett Motion Inc. Based in Switzerland, Garrett Motion Inc. (NYSE: GTX) designs, manufactures and sells highly engineered turbocharger and electric-boosting technologies for light and commercial vehicle original equipment manufacturers ("OEMs") and the global vehicle and independent aftermarket. Garrett Motion and its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-12212) on Sept. 20, 2020. Garrett disclosed $2,066,000,000 in assets and $4,169,000,000 in liabilities as of June 30, 2020. The Debtors tapped Sullivan & Cromwell LLP as counsel, Quinn Emanuel Urquhart & Sullivan LLP as co-counsel, Perella Weinberg Partners and Morgan Stanley & Co. LLC as investment bankers, and AlixpartnersLP as restructuring advisor. Kurtzman Carson Consultants LLC is the claims agent. The U.S. Trustee for Region Region 2 on Oct. 5, 2020, appointed a committee to represent unsecured creditors in the Chapter 11 case. GENCANNA GLOBAL: Says $33M Creditor Claim Inflated for Ch. 11 Vote ------------------------------------------------------------------ Law360 reports that the hemp company formerly known as GenCanna is asking the judge overseeing its bankruptcy case to slash a creditor's $33 million claim to a single dollar for the purposes of voting on the company's liquidation plan, saying the claim is flimsy and misleading. In a motion filed Friday, October 23, 2020, in Kentucky, the company alleges that creditor MariMed Hemp Inc.'s purportedly inflated claim stems from a 2019 purchase agreement that GenCanna characterizes as "part of a convoluted and troubling arbitrage scheme." About GenCanna Global USA GenCanna Global USA, Inc. -- https://www.gencanna.com/ -- is a vertically-integrated producer of hemp and hemp-derived CBD products with a focus on delivering social, economic and environmental impact through seed-to-scale agricultural production. GenCanna Global USA was the subject of an involuntary Chapter 11 proceeding (Bankr. E.D. Ky. Case No. 20-50133) filed on Jan. 24, 2020. The involuntary petition was signed by alleged creditors Pinnacle, Inc., Crawford Sales, Inc., and Integrity/Architecture, PLLC. On Feb. 6, 2020, GenCanna Global USA consented to the involuntary petition and on Feb. 5, 2020, two affiliates, GenCanna Global Inc. and Hemp Kentucky LLC, filed their own voluntary Chapter 11 petitions. Laura Day DelCotto, Esq., at DelCotto Law Group PLLC, represents the petitioners. The Debtors tapped Benesch Friedlander Coplan & Aronoff, LLP and Dentons Bingham Greenebaum, LLP as legal counsel, Huron Consulting Services, LLC as operational advisor, and Jefferies, LLC as financial advisor. Epiq is the claims agent, which maintains the page https://dm.epiq11.com/GenCanna The Office of the U.S. Trustee appointed a committee of unsecured creditors on Feb. 18, 2020. The committee tapped Foley & Lardner LLP as its bankruptcy counsel, DelCotto Law Group PLLC as local counsel, and GlassRatner Advisory & Capital Group, LLC as financial advisor. GI DYNAMICS: Board Elects Ginger Glaser as Director --------------------------------------------------- The Board of Directors of GI Dynamics, Inc. increased the size of the Board to three members and elected Ginger Glaser to fill that newly-created vacancy and serve as a member of the Board and all committees thereof, effective as of Oct. 20, 2020. Ms. Glaser will hold office until the 2020 Annual Meeting of Stockholders and thereafter until her successor is duly elected and qualified in accordance with the Company's bylaws or her earlier resignation, removal or death. Ms. Glaser will be compensated for her service on the Board pursuant to the terms and conditions of a board member agreement. Pursuant to the Board Member Agreement, the Company agreed to grant Ms. Glaser non-qualified stock options to purchase shares of the Company's common stock in an amount equal to 0.5% of the Company's issued and outstanding common stock, at an exercise price equal to the fair market value per share as of the grant date, which will vest 25% on the first anniversary of the grant date with the remainder vesting 1/36th in equal monthly installments over the 36 months following the first anniversary, subject to Ms. Glaser's continued service on the Board. In the event of a change of control of the Company (as defined in the award documents), the stock options shall become vested in full. On Oct. 21, 2020, the Company also entered into a Consulting Agreement with Ms. Glaser, pursuant to which Ms. Glaser agreed to provide certain consulting services to the Company as directed by the Company's chief executive officer, chief operating officer and chairperson of the Board. The Company will pay Ms. Glaser $125 per hour as consideration for the Services, which exclude any work performed by Ms. Glaser in her capacity as a director of the Company. The Consulting Agreement has an initial term of one year from its effective date, after which it automatically renews for an additional one year period, unless earlier terminated in accordance with its terms. Either party may terminate the Consulting Agreement at any time upon 30 days' prior written notice; provided; however, that the Company may terminate the Consulting Agreement immediately for Cause (as defined in the Consulting Agreement). Upon termination by either party, Ms. Glaser will be entitled to be paid for any portion of the Services performed prior to such termination. Board Member and Chairperson Agreement On Oct. 21, 2020, the Company agreed to compensate Mark D. Lerdal for his services as a member of the Board and as the Chairperson of the Board, pursuant to the terms and conditions of a board member and chairperson agreement. Pursuant to the Chairperson Agreement, Mr. Lerdal will receive an annual retainer of $75,000, payable to him in calendar quarterly installments. In addition, the Company will grant Mr. Lerdal non-qualified stock options to purchase shares of the Company's common stock in an amount equal to 0.5% of the Company's issued and outstanding common stock, at an exercise price equal to the fair market value per share as of the grant date, which will vest 25% on the first anniversary of the grant date with the remainder vesting 1/36th in equal monthly installments over the 36 months following the first anniversary, subject to Mr. Lerdal's continued service as a member of the Board. In the event of a change of control of the Company (as defined in the award documents), the stock options shall become vested in full. About GI Dynamics Founded in 2003 and headquartered in Boston, Massachusetts, GI Dynamics, Inc. (ASX:GID) is a developer of EndoBarrier, an endoscopically-delivered medical device for the treatment of type 2 diabetes and the reduction of obesity. EndoBarrier is not approved for sale and is limited by federal law to investigational use only. EndoBarrier is subject to an Investigational Device Exemption by the FDA in the United States and is entering concurrent pivotal trials in the United States and India. GI Dynamics reported a net loss of $17.33 million for the year ended Dec. 31, 2019, compared to a net loss of $8.04 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $4.80 million in total assets, $10.51 million in total liabilities, and a total stockholders' deficit of $5.71 million. Wolf and Company, P.C., in Boston, Massachusetts, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 26, 2020 citing that the Company has suffered losses from operations since inception and has an accumulated deficit and working capital deficiency that raise substantial doubt about the Company's ability to continue as a going concern. GIOVANNI & SONS: Hires Richard R. Robles as Counsel --------------------------------------------------- Giovanni & Sons High-Tech, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ the Law Offices of Richard R. Robles, P.A., as counsel to the Debtor. Giovanni & Sons requires Richard R. Robles to: (a) give advice to the Debtor with respect to its powers and duties as a Debtor in Possession; (b) advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the Court; (c) prepare motions, pleadings, orders, applications, adversary proceedings and other legal documents necessary in the administration of the case; (d) protect the interest of the Debtor in all matters pending before the Court; and (e) represent the Debtor in negotiation with its creditors in the preparation of a plan. Richard R. Robles will be paid based upon its normal and usual hourly billing rates. Richard R. Robles will be paid a retainer in the amount of $15,000. Richard R. Robles will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard R. Robles, a partner of the Law Offices of Richard R. Robles, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Richard R. Robles can be reached at: Richard R. Robles, Esq. Rafael Quintero, Esq. LAW OFFICES OF RICHARD R. ROBLES, P.A. 905 Brickell Bay Drive, Suite 228 Miami, FL 33131 Tel: (305) 755-9200 E-mail. rrobles@roblespa.com lmartinez@roblespa.com About Giovanni & Sons High-Tech Giovanni & Sons High-Tech, Inc., a Medley, Fla.-based contractor, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-20484) on Sept. 28, 2020. At the time of the filing, Debtor had total assets of $267,346 and total liabilities of $1,892,134. Judge Robert A. Mark oversees the case. The Law Offices of Richard R. Robles, P.A., is the Debtor's legal counsel. GLOSTATION USA: Hires Mentor Securities as Investment Banker ------------------------------------------------------------ Glostation USA, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Central District of California to employ Mentor Securities LLC, as investment banker to the Debtor. Glostation USA requires Mentor Securities to: (1) perform an analysis of the underlying economics of the business now and going forward; (2) develop a brief summary ("Teaser") regarding the Debtors and its subsidiaries and their major attributes; (3) create an "Opportunity Profile" ("Profile") as a more complete description of the firm, to be provided if there is sufficient interest in the purchase; (4) generate a list of potential buyers, including financial and strategic prospects; (5) provide an email outreach to the above list of potential buyers, including the Teaser; (6) assess any responses, including those requesting a Profile; and (7) follow up with all respondents and document their interest level. Mentor Securities will be paid as follows: (a) flat fee of $40,000; and (b) in the event Mentor Securities introduces the Debtors to any third party, which introduction eventuates into a revenue producing contract, fee sharing arrangement, royalty, licensing or similar agreement, Mentor Securities will be paid a cash fee of 10% of the total amount paid by such third party. Mentor Securities will be paid a retainer in the amount of $25,000. Mentor Securities will also be reimbursed for reasonable out-of-pocket expenses incurred. Davis R. Blaine, Chairman of Mentor Securities LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Mentor Securities can be reached at: Davis R. Blaine MENTOR SECURITIES LLC 200 N. Westlake Blvd., Suite 204 Westlake Village, CA 91362 Tel: (818) 991-4150 E-mail: dblaine@thementorgrp.com About Glostation USA Glostation USA Inc. is a virtual reality start-up doing business as Sandbox VR. Sandbox is a futuristic VR experience for groups of up to six where they can see and physically interact with everyone inside, just like the real world. Inspired by Star Trek's Holodeck, Sandbox's exclusive worlds let people feel like they're living inside a game or movie, and are built by EA, Sony, and Ubisoft veterans. Visit http://sandboxvr.comfor more information. Glostation USA, Inc., a company based in Woodland Hills, Calif., and its debtor-affiliates sought Chapter 11 protection (Bankr. C.D. Cal. Lead Case No. 20-11435) on Aug. 13, 2020. In its petition, Glostation USA was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The petition was signed by Steven Zhao, manager, president and chief executive officer. Sulmeyerkupetz, APC serves as Debtors' bankruptcy counsel. Mentor Securities LLC, as investment banker. On September 17, 2020, the Office of the United States Trustee appointed the official committee of unsecured creditors. Brinkman Law Group, PC serves as committee's counsel. GUITAR CENTER: Misses Payment, Considering Bankruptcy ----------------------------------------------------- Katherine Doherty of Bloomberg News reports that Guitar Center Inc., the largest musical instrument retailer in the U.S., is considering options including bankruptcy to manage its debt load after it skipped bond interest payments this month. The chain is in active talks with its creditors about reconstructing its debts which could see certain holders take control of the company, according to people with knowledge of the situation. Guitar Center is also considering alternatives similar to a refinancing deal it reached in April after some of its stores were temporarily shut to stem the spread of Covid-19, the people said. The retailer is preparing for bankruptcy after missing a $45 million interest payment on its debt, the New York Times reported. The company has reached out to creditors to explore a plan where it could emerge from bankruptcy in 2021. According to The Real Deal, the possibility of bankruptcy comes after Moody's and S&P downgraded Guitar Center’s rating this spring over concerns about its leverage. The Real Deal notes that Guitar Center occupies prime real estate in New York City, including a 30,000-square-foot location near Union Square in Manhattan. The retailer is one of the largest remaining tenants at Kushner Companies’ Times Square retail condo at 229 West 43rd Street, occupying 28,000 square feet. (The music and film publication Consequence of Sound called the Times Square property the "worst place on earth"). Two of the largest tenants at the property have vacated since last year driving occupancy down to 52 percent. A recent appraisal of the 248,457-square-foot property slashed its value by 80 percent, to $92.5 million, from $470 million in 2017, according to Trepp. Guitar Center has faced issues with its debt since earlier this year, when it engaged in a distressed debt exchange and skipped an interest payment. The exchange allowed the company to buy $32.5 million in new notes and use the money to meet its April interest payment. Moody's said the "downgrades reflect the high likelihood of further restructuring transactions to address the company's high leverage and upcoming maturities." About Guitar Center Inc. Guitar Center, Inc., headquartered in Westlake Village, Cal., is the largest musical instrument retailer. Guitar Center, which was founded in 1959, has close to 300 stores nationwide. The company had an estimated debt of $1.3 billion as of March, according to Moody’s. HALS REALTY: Trustee's Dec. 10 Auction of 401-411 Parcel Set ------------------------------------------------------------ Judge Mindy A. Mora of the U.S. Bankruptcy Court for the Southern District of Florida authorized the bidding procedures proposed by Michael Goldberg, the Trustee to Hals Realty Associates Limited Partnership's Chapter 11 case, in connection with the sale of the real property located at 401-411 South County Road and 175 Worth avenue, Palm Beach County, Florida to Rhinebeck Realty, LLC, pursuant to their Asset Purchase Agreement for $21 million, subject to overbid. A hearing on the Motion was held on Oct. 20, 2020. The sale is free and clear of all liens, claims, and encumbrances, via an auction. The form and manner of the notice of the Sale of the 401-411 Parcel presented in the Motion is approved. The form of the proposed Asset Purchase Agreement regarding the Sale between the Trustee and the stalking horse bidder, Rhinebeck, si approved. The Trustee is authorized to enter into the APA by and between the Trustee and Rhinebeck in regards to the Sale but the APA will not be consummated pending further Court approval at a Final Sale Hearing. The Breakup Fee of up to $200,000 to be paid to by the Debtor's estate to Rhinebeck if Rhinebeck is not the Prevailing Bidder is approved. The Trustee's assumption and assignment of the Unexpired Leases to the Prevailing Bidder is approved. JP Morgan Chase Bank N.A. will have until Nov. 15, 2020 at 4:30 p.m. (EST) to affirmatively exercise its right of first refusal in its lease agreement with the Debtor. Chase's right of first refusal will be deemed terminated in regards to the 401-411 Parcel if Chase fails to exercise same by the Right of First Refusal Deadline. In the event that Chase's right of first refusal is terminated, subsequent higher or better bids at an auction will not resuscitate or revive Chase's right of first refusal. In the event Chase timely exercises its Right of First Refusal, any potential bidder, including Rhinebeck, may submit to the Trustee a Qualifying Bid prior to the Bid Deadline. Any Qualifying Bid received by the Trustee prior to the Bid Deadline will not resuscitate or revive Chase's right of first refusal. Chase will be deemed a Qualified Bidder based upon the exercise of their Right of First Refusal and Chase will be permitted to participate at the Auction and bid in the same bidding increments as all Qualified Bidders. The Bid Deadline is Dec. 7, 2020 at 4:30 p.m. (EST). If no Qualified Bid, other than Rhinebeck's stalking horse bid, is received by the Bid Deadline the Trustee may then deem Rhinebeck the Prevailing Bidder and Rhinebeck's bid the highest or otherwise best offer for the sale of the 401-411 Parcel and may proceed with asking final Court approval of the Sale to Rhinebeck at the Final Sale Hearing scheduled by the Court. If one or more Qualified Bids are received, Trustee will conduct an auction with respect to the 401-411 Parcel prior to the Final Sale Hearing via Cisco Webex Meetings. The Trustee will provide login credentials to all potential bidders who submit a Qualifying Bid and a Qualifying Bid Packet prior to the expiration of the Bid Deadline. The Auction for the Sale to Qualified Bidders will take place on Dec. 10, 2020 at 10:00 a.m. if it is necessary. It will be conducted as an "open cry" auction. Bidding will begin at $21.25 million. Bidding will subsequently continue in additional minimum increments of $50,000 in cash. The Final Sale Hearing is set for Dec. 11, 2020 at 10:00 a.m. (EST) via Zoom. Parties in interest that want to attend the Final Sale Hearing must email the Court's chambers to the following email address requesting login credentials prior to the Final Sale Hearing: maria_romaguera@flsb.uscourts.gov. A copy of the APA and the Bidding Procedures is available at https://tinyurl.com/y4q4s7cn from PacerMonitor.com free of charge. About of Hals Realty Associates Hals Realty Associates Limited Partnership sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-13103) on March 5, 2020. At the time of the filing, Debtor had estimated assets of between $1 million and $10 million and liabilities of between $10,000,001 and $50 million. Judge Mindy A. Mora oversees the case. Furr and Cohen, P.A. is the Debtor's legal counsel. Michael Goldberg is the appointed trustee to Debtor's Chapter 11 case. He is represented by Eyal Berger, Esq., at Akerman LLP. HENDRIX SCHENCK: HSBC Objection to Brooklyn Property Sale Resolved ------------------------------------------------------------------ Judge John K. Sherwood of the U.S. Bankruptcy Court for the District of New Jersey has entered a consent order resolving objection to Hendrix Schenck, Inc.'s sale of the real property located at 466 Saratoga Ave, Brooklyn, New York, including all buildings and improvements thereon, to Viola Equites, LLC for $420,000, subject to higher and better offers. The Debtor must sell the Property within 90 days of the entry of the Order. The Secured Creditor, HSBC Bank USA, National Association, as Trustee for Wells Fargo Asset Securities Corp., Mortgage Asset-Backed Pass-Through Certificates, Series 2007-PA3, will provide to Debtor an updated payoff letter with notice from the Debtor of a scheduled closing date. The sale must fully satisfy Secured Creditor's claim secured to the Property. The Debtor agrees to remit funds directly from the closing of the sale to Secured Creditor to satisfy the claim. Any sale short of a full payoff is subject to Secured Creditor's final approval. The Secured Creditor will be entitled to relief from the Automatic Stay by filing a Creditor's Certification of Default if any provision of the Order is not satisfied. It agrees the Order resolves the Objection to Motion to Sell filed on July 9, 2020. The Consent Order is incorporated into and made a part of the Debtor's Motion to Sell Real Property. About Hendrix Schenck Hendrix Schenck Inc. is a privately-held company in the investment pools and funds industry. It owns four properties in New York and New Jersey, with a total value of $990,000. Hendrix Schenck sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-30765) on Oct. 18, 2018. At the time of the filing, the Debtor had estimated assets of less than $1 million and liabilities of $1 million to $10 million. The case has been assigned to Judge John K. Sherwood. IMPERIAL PREMIUM: Case Summary & Unsecured Creditor --------------------------------------------------- Debtor: Imperial Premium Finance, LLC 1200 North Federal Hwy Suite 200 Boca Raton, FL 33432 Business Description: Imperial Premium Finance, LLC operates in the financial services industry. Chapter 11 Petition Date: October 26, 2020 Court: United States Bankruptcy Court District of Delaware Case No.: 20-12694 Judge: Hon. Brendan Linehan Shannon Debtor's Counsel: Colin R. Robinson, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 N. Market Street 17th Floor Wilmington, DE 19801 Tel: 302-652-4100 E-mail: crobinson@pszjlaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Miriam Martinez, CFO of Emergent Capital, Inc., sole member of Imperial Premium Finance, LLC. The Debtor listed Phyllis & Allan Pohl, Kimberly Sheris as its sole unsecured creditor holding an unliquidated amount of claim. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EZ2X5TA/Imperial_Premium_Finance_LLC__debke-20-12694__0001.0.pdf?mcid=tGE4TAMA IMPRESA HOLDINGS: Dec. 7 Auction of Substantially All Assets ------------------------------------------------------------ Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware authorized the bidding procedures proposed by Impresa Holdings Acquisition Corp. and its affiliates in connection with the sale of substantially all assets to Twin Haven Special Opportunities Fund IV, L.P. or its designee for (i) a credit bid of $10 million in principal amount of loans under Twin Haven's Secured Promissory Notes and (ii) the assumption of certain liabilities as described in the Stalking Horse Agreement, subject to overbid. The salient terms of the Bidding Procedures are: a. Bid Deadline: Dec. 2, 2020 at 5:00 p.m. (ET) b. Initial Bid: Must exceed the amount of the Stalking Horse Bid by at least $100,000 c. Deposit: 10% of the purchase price d. Auction: If the Debtors receive one or more timely Qualifying Bids other than the Stalking Horse Bid, then they will conduct the Auction on Dec. 7, 2020 commencing at 10:00 a.m. (ET) virtually by videoconference at the offices of Morris, Nichols, Arsht & Tunnell LLP, 1201 N. Market Street, 16th Floor, Wilmington, Delaware 19801, or on such other date and/or at such other location or by other virtual means as determined by the Debtors in consultation with the Lender. e. Bid Increments: $100,000 f. Sale Hearing: Dec. 11, 2020 at 1:00 p.m. (ET) g. Sale Objection Deadline: 4:00 p.m. (ET) 21 days following service of the Sale Notice h. Closing: Dec. 31, 2020 The dates and deadlines set forth in the Bidding Procedures Order are subject to modification by the Debtors, in consultation with the Consultation Parties, in accordance with the Bidding Procedures. The sale will be free and clear of all liens, claims, interests, and encumbrances. The Sale Notice is approved. No later than five business days of entry of the Bidding Procedures Order, the Debtors will serve the Sale Notice on the Sale Notice Parties. The Assumption and Assignment Procedures are approved. Within five business days following entry of the Bidding Procedures Order, the Debtors will file with the Court and serve on each counterparty to an Assumed Contract the Contract Notice. The Contract Objection Deadline is Dec. 9, 2020 at noon (ET). Notwithstanding the possibility of Bankruptcy Rule 6004(h), 6006(d), 7052, or 9014, the terms and conditions of the Bidding Procedures will be immediately effective and enforceable upon its entry. A copy of the Bidding Procedures is available at https://tinyurl.com/y5qse7yn from PacerMonitor.com free of charge. About Impresa Holdings Impresa Holdings designs, manufactures, and supplies precision sheet metal parts, CNC-machined components, and assemblies for commercial jets, regional and business aircraft, military aircraft, and civil/military helicopters. The company's services include sheet metal fabrication, hydroform pressing, brake. Impresa began operating in 1973 as Venture Aircraft and expanded through a 2012 acquisition of Swift-Cor Aerospace. It then changed its name Impresa Aerospace. Operating from a production facility in Gardena, California, Impresa provides machined parts, fabricated components, assembled parts and tooling for the aerospace and defense industries. In addition to Boeing, the debtor's customers include Spirit AeroSystems, Raytheon, Northrop Grumman, Cessna, Lockheed Martin and Gulfstream. It has provided parts and components for Boeing's major airframes, including the 787, 777 and 747 as well as the Airbus A380 and Gulfstream's G550 and G650 planes. On Sept. 24, 2020, Impresa Holdings Acquisition Corp. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12399). At the time of the filing, Impresa Holdings had estimated assets of less than $50,000 and liabilities of between $10 million and $50 million. Robert J. Dehney, Matthew B. Harvey, Paige N. Topper and Taylor M. Haga of Morris Nichols Arsht & Tunnell LLP serve as counsel to Impresa. Duff & Phelps Securities, LLC, is the investment banker. Stretto is the claims agent. J.B. POINDEXTER: S&P's Rating on Unsecured Notes Remains at 'B+' ---------------------------------------------------------------- S&P Global Ratings revised its recovery rating on J.B. Poindexter & Co. Inc.'s senior unsecured notes to '4' (30%-50%; rounded estimate: 45%) from '3'. S&P's 'B+' issue-level rating on the notes remains unchanged. The recovery rating revision stems from the company's proposed $150 million add-on to its existing senior unsecured notes due 2026. J.B. Poindexter intends to use the proceeds from the add-on for general corporate purposes, including to establish a new division to develop zero-emissions vehicle solutions for commercial vehicles, fund potential acquisitions, and provide it with additional liquidity. S&P said, "Our 'B+' issuer credit rating and negative outlook on J.B. Poindexter remain unchanged. We had already expected the company's S&P-adjusted debt to EBITDA to be elevated in 2020 given the cyclical decline in the commercial trucking industry coupled with the effects of the coronavirus pandemic. After incorporating the proposed debt issuance, we expect J.B. Poindexter to end 2020 with a material cash balance. Because we do not net the company's cash against its debt, the proposed transaction will materially increase its leverage to around 7x. However, we forecast J.B. Poindexter's leverage will decrease to the 3x-4x area, which is a level we consider more appropriate for the current rating, in 2021 given our expectation for good performance from Morgan Olson due to strong demand in the step-van market. This forecast incorporates our assumption of incremental EBITDA from potential acquisitions. Still, there is little room at the current rating level for the company to issue additional debt or for underperformance relative to our forecast." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- The '4' recovery rating on J.B. Poindexter's senior unsecured notes indicates S&P's expectation for average (30%-50%; rounded estimate: 45%) recovery after satisfying unpaid priority administrative expenses, the asset-based lending (ABL) revolving credit facility lenders, and capital lease claims. -- S&P's simulated default scenario assumes a default occurring in 2024 because of a prolonged cyclical downturn in Poindexter's key markets. The combination of weak demand for the company's trucks and supply chain issues would impair its cash flow generation. -- Combined with the shrinking collateral values under Poindexter's ABL revolving credit facility, this would eventually erode the company's liquidity to levels that would be insufficient to service its obligations. -- S&P values the company on a going-concern basis. The gross enterprise value of $316 million is based on emergence EBITDA of $63 million and a valuation multiple of 5x (in line with the multiples S&P uses for similarly rated capital goods companies). Simulated default assumptions -- Simulated year of default: 2024 -- Implied enterprise value multiple: 5.0x -- EBITDA at emergence: $63 million -- Jurisdiction: U.S. Simplified waterfall -- Net enterprise value at default (after 5% administrative costs): $300 million -- ABL lender claims: $61.3 million -- Recovery expectations: Not applicable -- Total value available to unsecured claims: $238.7 million -- Senior unsecured debt and pari passu claims: $517.8 million -- Recovery expectations: 30%-50% (rounded estimate: 45%) Note: All debt amounts include six months of prepetition interest. J.C. PENNEY: Hires CBRE Inc. as Real Estate Broker -------------------------------------------------- J.C. Penney Company, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ CBRE, Inc., as real estate broker to the Debtors. J.C. Penney requires CBRE, Inc. to assist the Debtors in evaluating and negotiating options with regard to the Debtors' headquarters located at 6501 Legacy Drive, Plano, Texas 75024 (the "Headquarters Property"). CBRE, Inc. will also render the following services: a. Consult with the Debtors to discuss the Debtors' goals, objectives and financial parameters in relation to the Headquarters Property; b. negotiate with the landlord of the Headquarters Property and other third parties on behalf of the Debtors in order to assist the Debtors with respect to the Covered Transaction on terms desired by the Debtors; c. valuate and negotiate other potential headquarters options; and d. assist the Debtors in negotiating a highly favorable outcome by creating and using market leverage to negotiate new business terms. CBRE, Inc. will be paid as follows: a. Monetary Lease Modifications. For the Monetary Lease Modification, CBRE, Inc. shall earn and be paid a fee of the Occupancy Cost Savings of the Lease under the following terms: i. 3.5% of Occupancy Cost Savings due to any cause other than a reduction in Current Square Footage leased by the Debtors; and ii. 2.5% of Occupancy Cost Savings due to a reduction in Current Square Footage leased by the Debtors. b. HQ Relocation. If the Debtors acquires any property or part of a property for use as a headquarters or home office (an "HQ Relocation"), CBRE, Inc. will seek a commission from the owner, landlord, sublandlord or assignor of a leasehold interest (collectively, the "Owner"). CBRE, Inc. would receive a market commission from Owner of 4.5% of the aggregate rental for the term of the property acquired. c. Silos Harvesting Partners Note Excess Recovery. CBRE, Inc. shall earn and be paid a fee of 3.5% of any Silos Harvesting Partners Note Excess Recovery. M. Blair Oden, partner of CBRE, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. CBRE, Inc. can be reached at: M. Blair Oden CBRE, INC. 2100 McKinney Avenue, Suite 700 Dallas, TX 75201 Tel: (214) 979-6100 E-mail: blair.oden@cbre.com About J.C. Penney Company, Inc. J.C. Penney Company, Inc. -- http://www.jcpenney.com/-- is an apparel and home retailer, offering merchandise from an extensive portfolio of private, exclusive, and national brands at over 850 stores and online. It sells clothing for women, men, juniors, kids, and babies. On May 15, 2020, J.C. Penney announced that it has entered into a restructuring support agreement with lenders holding 70% of its first lien debt. The RSA contemplates agreed-upon terms for a pre-arranged financial restructuring plan that is expected to reduce several billion dollars of indebtedness. To implement the plan, J.C. Penney and its affiliates on May 15, 2020, filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-20182). At the time of the filing, J.C. Penney disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the cases. The Debtors have tapped Kirkland & Ellis and Jackson Walker, LLP as legal counsel; Katten Muchin Rosenman, LLP as special counsel; Lazard Freres & Co. LLC as investment banker; AlixPartners, LLP as restructuring advisor; and KPMG, LLP as tax consultant. Prime Clerk is the claims agent, maintaining the page http://cases.primeclerk.com/JCPenney A committee of unsecured creditors has been appointed in Debtors' Chapter 11 cases. The committee is represented by Cole Schotz, P.C., and Cooley, LLP. KB US HOLDINGS: Committee Hires Lowenstein Sandler as Counsel ------------------------------------------------------------- The Official Committee of Unsecured Creditors of KB US Holdings, Inc., and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to retain Lowenstein Sandler LLP, as counsel to the Committee. The Committee requires Lowenstein Sandler to: (a) advise the Committee with respect to its rights, duties, and powers in these Chapter 11 Cases; (b) assist and advise the Committee in its consultations with the Debtors relative to the administration of these Chapter 11 Cases; (c) assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with holders of claims and equity interests; (d) assist the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors and of the operation of the Debtors' business; (e) assist the Committee in its investigation of the liens and claims of the holders of the Debtors' pre-petition debt and the prosecution of any claims or causes of action revealed by such investigation; (f) assist the Committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, the assumption or rejection of certain leases of nonresidential real property and executory contracts, asset dispositions, sale of assets, financing of other transactions and the terms of one or more plans of reorganization for the Debtors and accompanying disclosure statements and related plan documents; (g) assist and advise the Committee as to its communications to unsecured creditors regarding significant matters in these Chapter 11 Cases; (h) represent the Committee at hearings and other proceedings; (i) review and analyze applications, orders, statements of operations, and schedules filed with the Court and advise the Committee as to their propriety; (j) assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives in these Chapter 11 Cases, including without limitation, the preparation of retention papers and fee applications for the Committee's professionals, including Lowenstein Sandler; (k) prepare, on behalf of the Committee, any pleadings, including without limitation, motions, memoranda, complaints, adversary complaints, objections, or comments in connection with any of the foregoing; and (l) perform such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules, or other applicable law. Lowenstein Sandler will be paid at these hourly rates: Partners $630 - $1,450 Senior Counsel and Counsel $495 - $870 Associates $395 - $675 Paralegals $210 - $370 Lowenstein Sandler will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Yes. Lowenstein Sandler has provided the Committee with a budget for the period of September 7, 2020 through December 23, 2020, which the Committee has approved. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changes or unanticipated developments in these Chapter 11 Cases. Joseph J. DiPasquale, partner of Lowenstein Sandler LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Lowenstein Sandler can be reached at: Joseph J. DiPasquale, Esq. Mary E. Seymour, Esq. Jeremy D. Merkin, Esq. LOWENSTEIN SANDLER LLP One Lowenstein Drive Roseland, NJ 07068 Tel: (973) 597-2500 Fax: (973) 597-2400 About KB US Holdings, Inc. KB US Holdings, Inc. is the parent company of King Food Markets and Balducci's Food Lover's Market. Headquartered in Parsippany, N.J., Kings Food Markets has been a specialty and gourmet food market across the East Coast. In 2009, Kings Food Markets acquired specialty gourmet retail grocer, Balducci's Food Lover's Market. As of the petition date, the Debtors operate 35 supermarkets across New York, New Jersey, Connecticut, Virginia, and Maryland. KB US Holdings and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. N.Y. Lead Case No. 20-22962) on Aug. 23, 2020. At the time of the filing, Debtors disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Sean H. Lane oversees the cases. The Debtors tapped Proskauer Rose LLP as their legal counsel, Peter J. Solomon as investment banker, Ankura Consulting Group LLC as financial advisor, and Prime Clerk LLC as claims, noticing and solicitation agent. KD BELLE: Seeks to Hire Dowd Commercial as Real Estate Broker ------------------------------------------------------------- KD Belle Terre, LLC seeks authority from the U.S. Bankruptcy Court for the Middle District of Louisiana to employ Dowd Commercial Real Estate, Inc. as its listing agent and real estate broker. The Debtor needs the services of the firm in connection with the sale of a shopping center in LaPlace, La., known as Belle Terre Plaza, which it owns and operates. The firm has agreed to a commission of 2.5 percent of the gross sale amount if Belle Terre Plaza is sold for between $5 million and $10 million. Dowd is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: John W. Dowd, III Dowd Commercial Real Estate, Inc. 6707 Palermo Way West Palm Beach, FL 33467 Office Main: (561) 547-3000 Email: jdowd@dowdcre.com About KD Belle Terre KD Belle Terre LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)), whose principal assets are located at 150 Belle Terre Boulevard, La Place, La. KD Belle Terre filed a Chapter 11 petition (Bankr. M.D. La. Case No. 20-10537) on July 29, 2020. In the petition signed by Michael D. Kimble, manager, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Sternberg, Naccari & White, LLC serves as the Debtor's bankruptcy counsel. KETTNER INVESTMENTS: Seeks to Hire Bayard P.A. as Legal Counsel --------------------------------------------------------------- Kettner Investments, LLC seeks authority from the U.S. Bankruptcy Court for the District of Delaware to employ Bayard, P.A. as its legal counsel. The services that Bayard will provide are as follows: a. prepare legal papers necessary to administer the Debtor's bankruptcy estate; b. advise the Debtor of its powers and duties in the continued operation of its business and management of its property; c. appear in court; d. attend meetings and negotiate with representatives of creditors, the U.S. trustee, and other parties; e. perform all other legal services for the Debtor which may be necessary in its bankruptcy proceeding including, but not limited to, legal advice in areas such as bankruptcy law, corporate law, corporate governance, employment, transactional, litigation, intellectual property, and other issues related to the Debtor's ongoing business operations; g. perform all other necessary services related to the Debtor's Chapter 11 case. Bayard's hourly rates range from $575 to $1,050 per hour for directors and from $350 to $500 per hour for associates. Paraprofessionals charge $295 per hour. The primary attorneys and paralegal who will be providing the services and their respective hourly rates are as follows: Neil Glassman $1,050 GianClaudio Finizio $600 Evan Miller $575 Daniel Brogan $500 Sophie Macon $400 Scott Jones $350 Rebecca Hudson (paralegal) $295 Bayard received a retainer of $250,000, of which $32,222.50 was used to pay the fees and expenses incurred by the firm prior to the petition date. Evan Miller , Esq., a director at Bayard, disclosed in court filings that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Bayard can be reached at: Evan T. Miller , Esq. Bayard, P.A. 600 N. King Street, Suite 400 Wilmington, DE 19801 Tel: (302) 655-5000 Fax: (302) 658-6395 About Kettner Investments LLC Kettner Investments, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-12366) on Sept. 16, 2020. John W. Huemoeller II, manager, signed the petition. At the time of filing, the Debtor estimated $10 million to $50 million in both assets and liabilities. Judge Karen B. Owens oversees the case. Bayard, P.A. serves as the Debtor's legal counsel. KETTNER INVESTMENTS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Kettner Investments, LLC. About Kettner Investments Kettner Investments, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-12366) on Sept. 16, 2020. At the time of the filing, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. Judge Karen B. Owens oversees the case. Bayard, P.A. serves as Debtor's legal counsel. KING MOUNTAIN TOBACCO: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of King Mountain Tobacco Company. About King Mountain Tobacco King Mountain Tobacco Company, Inc. is a Native American-owned premium tobacco manufacturer. Its products are 100% manufactured in the United States. Visit https://www.kingmountaintobacco.com for more information. King Mountain Tobacco Company sought Chapter 11 protection (Bankr. W.D. Wash. Case No. 20-01808) on Sept. 25, 2020. The Debtor disclosed total assets of $28,586,378 and total liabilities of $92,425,329 as of the bankruptcy filing. The Hon. Whitman L. Holt is the case judge. James L. Day, Esq., at Bush Kornfeld LLP, serves as the Debtor's legal counsel. LABL INC: S&P Lowers ICR to 'B-' on Parent's PIK Notes Issuance --------------------------------------------------------------- S&P Global Ratings lowered its long-term issuer credit rating on LABL Inc. (doing business through its Batavia, Ohio-based subsidiary Multi-Color Corp.) to 'B-' from 'B'. At the same time, S&P lowered its issue-level ratings on the company's existing credit facilities and senior secured and unsecured notes by one notch, though S&P's recovery ratings remain unchanged. LABL Intermediate Holding Corp., the indirect parent of packaged goods label company LABL Inc. is issuing $500 million of payment-in-kind (PIK) toggle notes to fund a distribution to its shareholders, including financial sponsor Platinum Equity Advisors LLC. Pro forma for the transaction, S&P estimates that Multi-Color's adjusted debt to EBITDA for the 12 months ended June 30, 2020, will rise to 10.7x from 9.1x. S&P said, "This transaction demonstrates ownership's aggressive financial policies and calls into question their willingness to allow Multi-Color to deleverage toward 7x, which is the level we viewed as acceptable for the previous rating." "We see ownership and management's decision to engage in a debt-funded shareholder distribution of this magnitude as adverse to the company's credit quality. In addition, the company announced this transaction much sooner than we previously expected. Platinum Equity merged W/S Packaging Holdings Inc. with Multi-Color Corp. in July 2019 and we had expected the company to further deleverage its balance sheet before undertaking any major shareholder returns. For example, we previously projected the company would report adjusted debt to EBITDA of roughly 7.6x by year-end 2020, which is still a level that we view as high. However, following this transaction, we expect Multi-Color's debt to EBITDA to be even higher at roughly 9x. We incorporate the $500 million of PIK toggle notes (unrated) when calculating our credit measures for LABL Inc., despite their issuance at the indirect parent holding company level, to recognize the potential that it will refinance the notes with debt in the future. We believe the additional debt pushes out the cadence of the company's potential deleveraging by another year, though we recognize that the assumed lack of cash interest payments on the new debt will preserve Multi-Color's cash flow generation. We assume the interest on the notes will accrue at a rate of no lower than 10% and that LABL Inc. and its operating subsidiaries will not make cash payments on these notes despite the existence of the toggle feature." Despite its resilient end markets, the COVID-19 pandemic and adverse currency movements have had a slight negative effect on the company's business. Nonetheless, it has continued to expand its margins despite these headwinds. Although Multi-Color predominantly competes in recession-resistant markets, some parts of its business are more exposed to the effects of the COVID-19 pandemic than others. While its cleaning products, food, beverage, and other consumer staples markets are performing well, some of its other end markets, such as beer producers in Europe and Africa, small wineries globally, and U.K.-based distillers, have seen production cuts, which is reducing their demand for labels. Multi-Color's organic revenue declined by 3% for the first six months of 2020 due to the effects of COVID-19, primarily in Europe, the U.S., and Africa. The company also experienced some adverse foreign-currency translation headwinds that reduced its first-half revenue by 2%. However, management has made progress in enacting operational improvements. Multi-Color reports having fully implemented $115 million of operational improvements as of Sept. 30, 2020, including the realization of roughly $80 million of savings. This more than offsets the pandemic's cumulative $20 million drag on Multi-Color's results through the first nine months of the year and increases its adjusted EBITDA margins by roughly 300 basis points in the September 2020 quarter. Management has also targeted another $52 million of savings, which it expects to realize in various stages through late 2021 or early 2022. This level of progress is encouraging and may allow the company to withstand the pressures stemming from its high debt leverage. S&P views the company's liquidity as sound. S&P said, "We believe Multi-Color has sufficient liquidity for the current rating. Specifically, the company estimates that it had roughly $79 million of cash and equivalents as of Sept. 30, 2020, with $221 million available under its asset-based lending (ABL) revolving facility (unrated) due July 1, 2024." "The stable outlook reflects that, despite its very high adjusted debt to EBITDA ratio following the transaction, we do not expect Multi-Color's debt leverage to markedly increase again. We believe the company's underlying growth potential and operational improvements will allow it to maintain adjusted debt to EBITDA of between 7x and 9x during the next 12 months and generate a sufficient level of cash flow to satisfy its fixed charges." "We could lower our ratings on Multi-Color if persistently weak economic conditions amid the COVID-19 pandemic lead to slower-than-expected sales growth, a failure to achieve its operational initiatives, or constrained liquidity. We recognize that there has recently been a resurgence in COVID-19 cases. Renewed economic shutdowns or prolonged delays in re-openings could cause the demand for some label types to decline. This scenario may cause the company to maintain adjusted debt to EBITDA of more than 9x on a sustained basis. Another potential, though less likely, downside path involves the company pursuing acquisitions or additional shareholder rewards that cause its credit measures to deteriorate beyond acceptable levels." "It is unlikely that we would consider raising our ratings on Multi-Color in the next 12 months. Given the company's earnings capability, we believe it would need to reduce its adjusted debt balance by almost $800 million (to roughly $2.5 billion) before its adjusted debt to EBITDA would approach 7x. In addition, we are uncertain as to whether the company would have the wherewithal or willingness to repay that much debt in that timeframe or whether its earnings will expand fast enough for it to deleverage in that fashion. However, we do anticipate that Multi-Color will steadily improve its earnings as the pandemic-related risks subside, its sales volumes recover, and its effective cost management and realization of operating synergies allow it to sustain solid operating margins in line with our expectations. After the next 12 months, in addition to the preceding factors, we would require Multi-Color's management and ownership to adopt financial policies that support the maintenance of its improved metrics over the longer term before raising our rating." LD HOLDINGS: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable ----------------------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to LD Holdings Group LLC. The outlook is stable. S&P said, "At the same time, we assigned our 'B-' rating to LD's proposed $400 million senior unsecured notes due 2025. The recovery rating on the unsecured notes is '5', indicating our expectation of a modest recovery (10%) in a simulated default scenario." "Our issuer credit rating on LD reflects the company's relatively short record of profitability, volatility in earnings, financial sponsor ownership, and reliance on external warehouse funding facilities. We also consider the company's exposure to regulatory risk and modest market position in a fragmented mortgage industry -- with limited competitive advantages and revenue diversity -- to be negative rating factors." "The one-notch difference between the issuer credit rating and our debt rating on the proposed senior notes reflects LD's balance sheet, which is mostly encumbered, with its mortgage servicing right (MSR) assets pledged as collateral to existing secured credit facilities." "Pro forma for the unsecured debt issuance, we expect leverage to be relatively unchanged, given the company will use the proceeds to reduce its existing indebtedness. LD intends to use the proceeds to repay $250 million of an unsecured term loan due 2022. The remainder will be used for general corporate purposes, which we believe will largely consist of retaining MSR assets." "We expect LD will operate with gross debt to EBITDA below 5.0x and debt to tangible equity below 1.5x. For the rolling 12 months ended June 30, 2020, LD's leverage, measured as gross debt to adjusted EBITDA, was 0.9x, compared with 4.8x at year-end 2019. Debt to tangible equity decreased to 1.06x as of June 30, 2020, from 6.15x at year-end 2019 because tangible equity increased to $850 million from $141 million. In our calculation of tangible equity, we deduct goodwill, intangibles, and the shareholder loan." On Sept. 30, 2020, LD completed profit distributions of $175 million to certain of its unitholders as allowed under its operating agreement. The company expects to make similar distributions of approximately $425 million before April 30, 2021, which will reduce its tangible equity." For the rolling 12 months ended June 30, 2020, LD originated $65 billion in mortgage loans, of which $45 billion (69%) was refinancing and the rest was related to purchases. LD origination volume was 46% consumer direct, 29% retail, 15% wholesale, and 8% partnership. The origination volume by product was 72% conventional mortgages to government-sponsored entities (Fannie Mae, Freddie Mac, and Ginnie Mae), 25% government-insured products (Federal Housing Administration and Veterans Affairs), and 3% jumbo. S&P said, "In our opinion, LD's proportion of refinancing is above industry averages, which exposes it to earnings volatility associated with market cycles. Although refinancing tends to correlate with interest rate cycles, homeowners also refinance for noncyclical reasons, such as life events or the desire to borrow against home equity. LD originates mortgage loans on property located throughout the U.S., with loans originated for property located in California at approximately 29% of total loan originations, which we view as a modest concentration, for the six months ended June 30, 2020." LD's servicing portfolio grew to $57 billion in unpaid principal balance (UPB) as of June 30, 2020, from $36 billion at year-end 2019. S&P said, "We expect the servicing book to grow as LD continues to retain a greater share of its origination volume. The company's servicing book is 54% Fannie Mae and Freddie Mac, 44% Ginnie Mae, and 2% non-agency. For the six months ended June 30, 2020, servicing fees increased 33% year over year to $73 million. We expect LD to continue to hedge interest rate risk on servicing rights, likely helping offset any unfavorable marks, which we view favorably." S&P continues to monitor LD's liquidity and, particularly, the impact of the forbearance requests on the company allowed by the CARES Act. As of July 31, 2020, less than 6%, or $3.65 billion, of servicing UPB was in active forbearance. To address the potential rise in forbearance requests and delinquencies, the company has begun to hold larger amounts of cash and seek alternative means of raising liquidity. In September 2020, LD entered into a $130 million servicing advance facility, and as of Aug. 31, 2020, the company had $732 million in cash on balance sheet. The stable outlook over the next 12 months reflects LD's modest market position as a nonbank mortgage originator, debt to tangible equity below 1.5x, and debt to EBITDA well below 5.0x. S&P said, "Our outlook also considers LD maintaining adequate liquidity as it navigates potential liquidity needs due to increases in COVID-19-related forbearance requests. We also expect LD to maintain adequate headroom to its financial covenants." "We could lower the rating over the next year if we expect debt to EBITDA to be above 5.0x on a sustained basis. We believe this would most likely result from a rise in interest rates, leading to lower origination activity or worse-than-expected gain on sale margins. We could also lower the rating if we expect debt to tangible equity to be above 1.5x, which could result from shareholder distributions or unexpected losses." An upgrade is unlikely over the next 12 months. Over the longer term, S&P could raise the rating if LD is able to materially decrease its earnings volatility such that debt to EBITDA is sustained comfortably below 4.0x while maintaining debt to tangible equity below 1.0x. LGHEALTHCARE: U.S. Trustee Appoints Creditors' Committee -------------------------------------------------------- The U.S. Trustee for Region 1 appointed a committee to represent unsecured creditors in the Chapter 11 case of LRGHealthcare. The committee members are: 1. Boston Scientific Corporation 300 Boston Scientific Way Marlborough, MA 01752 Attn: Janine Karwacki, Manager Telephone: (508) 382-0252 Email: Janine.Karwacki@bsci.com 2. Cardinal Health 200, LLC, Cardinal Health 414, LLC 7000 Cardinal Place Dublin, OH 43017 Attn: Michael Anderson, Credit Manager Telephone: (614) 687-5926 Email: michael.anderson06@cardinalhealth.com 3. Osseus Fusion Systems, LLC 1931 Greenville Ave., Ste 200 Dallas, TX 75206 Attn: Robert Pace, CEO Telephone: (214) 395-0100 Email: rpace@osseus.com 4. Public Service Company of New Hampshire d/b/a Eversource Energy 107 Selden Street Berlin, CT 06037 Attn: Honor S. Heath, Esq. Telephone: (860) 665-4865 Email: honor.heath@eversource.com 5. Pension Benefit Guaranty Corporation 1200 K Street, NW Washington, DC 20005 Attn: Michael Strollo Telephone: (202) 229-4907 Email: strollo.michael@pbgc.gov Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About LRGHealthcare LRGHealthcare -- http://www.lrgh.org/-- is a not-for-profit healthcare charitable trust operating Lakes Region General Hospital, Franklin Regional Hospital, and numerous other affiliated medical practices and service programs. LRGH is a community based acute care facility with a licensed bed capacity of 137 beds, and FRH is a 25-bed critical access hospital with an additional 10-bed inpatient psychiatric unit. In 2002, Lakes Region Hospital Association and Franklin Regional Hospital Association merged, with the merged entity renamed LRGHealthcare. LRGHealthcare offers a wide range of medical, surgical, specialty, diagnostic and therapeutic services, wellness education, support groups, and other community outreach services. On Oct. 19, 2020, LRGHealthcare sought Chapter 11 protection (Bankr. D.N.H. Case No. 20-10892). The Debtor was estimated to have $100 million to $500 million in assets and liabilities. The Hon. Bruce A. Harwood is the case judge. The Debtor has tapped Nixon Peabody LLP as its legal counsel, Deloitte Transactions and Business Analytics LLP as financial advisor, and Kaufman Hall as investment banker. Epiq Corporate Restructuring, LLC is the claims agent. LRJ GLOBAL: Jan. 14 Hearing on Disclosures and Plan --------------------------------------------------- Judge Edward A. Godoy has entered an order setting hearing on final approval of the Disclosure Statement and Confirmation of the Plan of LRJ Global Quality Concrete Inc for Jan. 14, 2021 at 1:30pm via Skype for Business. The deadline to confirm the plan is extended until January 27, 2021. The judge earlier entered an order conditionally approving the explanatory Disclosure Statement and setting a hearing on the Plan. Any objection to the final approval of the Disclosure Statement and/or the confirmation of the Plan must be filed on/or before 14 days prior to the date of the hearing on confirmation of the Plan. Acceptances or rejections of the Plan may be filed in writing by the holders of all claims on/or before 14 days prior to the date of the hearing on confirmation of the Plan. About LRJ Global Quality LRJ Global Quality Concrete, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 19-06780) on Nov. 19, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Nydia Gonzalez, Esq., at the Law Office of Santiago & Gonzalez Law, LLC. M & H PINE: Unsecureds to Split $197K Under Plan ------------------------------------------------ M & H Pine Straw, Inc., submitted an Amended Plan of Reorganization. Class 1 Amur Secured Claim is impaired. The Amur Secured Claim will be an allowed claim in the amount of $29,500. The Amur Secured Claim will be settled and satisfied in full by payment of 100% of the allowed amount of such claim, plus interest at the rate of 4.25% interest per annum, in monthly installments of $1,284 per month, beginning on the Initial Distribution Date, until the Amur Secured Claim is paid in full. Class 2 Daimler Secured Claim is impaired. The Daimler Secured Claim will be an Allowed Claim in the amount of $712,000. The Daimler Secured Claim will be settled and satisfied in full by payment of 100% of the allowed amount of such claim, plus interest at the rate of 4.25% interest per annum, in approximate monthly installments of $13,193 per month, beginning on the Initial Distribution Date, until the Daimler Secured Claim is paid in full. Class 3 LCA Secured Claim is impaired. The LCA Secured Claim will be settled and satisfied in full by payment of 100% of the allowed amount of such claim, plus interest at the rate specified in applicable contract, except as set forth below, and payments shall be made in the amounts and on the dates specified in such contract. Class 4 Newtek Secured Claim is impaired. The Newtek Secured Claim shall be allowed in the total estimated amount of $189,864. The Newtek Secured Claim will be settled and satisfied in full by either (i) payment of 100% of the allowed amount of such claim, payable in a lump sum payable to Newtek on the Effective Date or (ii) surrender of the Newtek Assets to Newtek on or before the Effective Date if it has a pending 1111(b) election that has not been withdrawn prior to the Confirmation Date. Class 5 Hanmi Secured Claim is impaired. The Hanmi Secured Claim will be allowed in the amount of $54,000. The Hanmi Secured Claim will be settled and satisfied in full by payment of 100% of the allowed amount of such claim, plus interest at the rate of 4.25% interest per annum, in monthly installments of $1,600 per month, beginning on the Initial Distribution Date, until the Hanmi Secured Claim is paid in full. Class 6 General Unsecured Claims are impaired. The Reorganized Debtor will make payment to the Holders of Class 6 Claims, but without interest, late charges, attorneys' fees, or collection costs, in the approximate amount of $197,100, to be paid pro rata to Class 6 Claimants, on the General Unsecured Creditors Distribution Date. Class 7 Equity Interests are impaired. As of the Effective Date, all Equity Interests in the Debtor will be deemed cancelled and rendered null and void. Holders of Equity Interests will not receive or retain any property under the Amended Plan on account of such Equity Interests, and no distributions or dividends will be paid with respect to the Equity Interests. The distributions contemplated by the Amended Plan shall be made through the use of earnings and revenues of the Reorganized Debtor following the Effective Date. A full-text copy of the Amended Plan of Reorganization dated August 26, 2020, is available at https://tinyurl.com/y6ey36nr from PacerMonitor.com at no charge. Counsel for the Debtor: William A. Rountree Benjamin R. Keck ROUNTREE LEITMAN & KLEIN, LLC Century Plaza I 2987 Clairmont Road, Suite 175 Atlanta, Georgia 30329 Tel: (404) 584-1238 E-mail: wrountree@rlklawfirm.com bkeck@rlklawfirm.com About M & H Pine Straw M & H Pine Straw, Inc., a wholesaler of pine straw, filed a voluntary Chapter 11 petition (BAnkr. N.D. Ga. Case No. 20-20099) on Jan. 17, 2020. The petition was signed by Harris Maloy, owner. At the time of the filing, the Debtor was estimated to have $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. William A. Rountree, Esq., at Rountree Leitman & Klein, LLC, is the Debtor's legal counsel. MARINER SEAFOOD: $2.72M Sale of All Assets to True North Approved ----------------------------------------------------------------- Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the District of Massachusetts authorized Mariner Seafood, LLC's private sale of substantially all assets to True North Seafood, Inc. for a cash payment at closing equal to: (i) the value of the Debtor's accounts receivable up to $2.2 million, plus (ii) $150,000, plus (iii) $400,000 on account of the fees and expenses of the Debtor's professionals relating to the sale and the administration of its case, plus (iv) assumption of the Debtor's obligations under its equipment term loan with Wells Fargo Equipment Finance, Inc. and assignment of the Debtor's real estate leases and certain equipment leases and other designated executory contracts used in the operation of the Debtor's business, subject to higher and better offers. The Counsel to the Debtor will file and serve a proposed form of order in ECF as a supplemental document and submit a copy in Word format to msh@mab.uscourts.gov. The sale will be free and clear of all liens, claims, interests and encumbrances. Pursuant to the APA, the proposed sale of the Assets will be subject to counteroffers pursuant to procedures approved by the Court. The Debtor asks that the Court enters the “Bid Procedures Order approving the Bid Procedures, including approval of the Sale Notice. In connection with the approval of the Sale Notice, the Debtor asks that the Court establishes a deadline for filing objections to the Sale, a deadline for objections related to the proposed assumption and assignment of the Assigned Contracts, and sets a time for the Sale Hearing. The salient terms of the Bidding Procedures are: a. Bid Deadline: At 4:30 p.m. on the deadline established by the Court b. Initial Bid: The purchase price submitted by a Competing Bidder must be at least 5% greater than the sum of: (i) the amount of the Debtor's accounts receivable up to $2.2 million, plus (ii) $150,000, plus (iii) $400,000 to fund the professional fees costs associated with the Debtor's Chapter 11 case and consummating the purchase of the Assets, plus the amounts necessary to cure defaults under the Assigned Contracts, plus the Employee Costs. c. Deposit: $137,500 d. Auction: An auction for the Assets will be held at the Sale Hearing only if there is a Competing Bid. In the absence of a Competing Bid, the Debtor will seek approval of the Sale to the Buyer. e. Bid Increments: To be established f. Sale Hearing: The Sale Hearing will be held on the date established by the Court. g. Sale Objection Deadline: At 4:30 p.m. on the deadline established by the Court h. Closing: Oct. 16, 2020 i. Break-Up Fee: The Buyer will receive a breakup fee in an amount equal to 2.5% of the Cash Portion (up to $2.75 million) on account of costs, fees and other expenses (including legal expenses and other professional fees and expenses, and travel expenses) incurred by the Buyer in connection with the Sale. A copy of the APA and the Bidding Procedures is available at https://tinyurl.com/yxdklbof from PacerMonitor.com free of charge. About Mariner Seafood Mariner Seafood, LLC is in the business of buying and selling seafood inventory from third party importers to domestic and Canadian seafood processors and food service distributors. Mariner Seafood sought Chapter 11 protection (Bankr. D. Mass. Case No. 20-11870) on Sept. 14, 2020. In the petition signed by John P. Flynn, president and manager, the Debtor was estimated to have assets and liabilities in the range of $10 million to $50 million. The Debtor tapped Christopher M. Condon, Esq., at Murphy & King, Professional Corp., as counsel. MCAFEE LLC: S&P Raises ICR to 'BB-' on Repayment of 2nd-Lien Loan ----------------------------------------------------------------- S&P Global Ratings upgraded its credit rating on McAfee LLC to 'BB-' from 'B', and upgraded its rating on the firm's first-lien debt to 'BB-' from 'B'. S&P's '3' recovery rating on the remaining debt is unchanged. S&P said, "We are assigning our 'BB-' issuer credit rating to McAfee Corp., the newly created holding company and issuer of McAfee's public equity." "The outlook is stable, reflecting our view that consistent cash flow generation, growing share in highly profitable consumer security products, and a stated leverage target of under 3x will support gradual further deleveraging over time." "Repayment of second-lien debt has reduced leverage to under 5x, and we expect the company to gradually reduce leverage further to its stated target of under 3x. McAfee's use of IPO proceeds to repay debt will reduce leverage to 4.6x, down from about 5.3x as of the quarter ended June 2020. We expect the company to continue to reduce leverage, primarily through EBITDA growth, over the next 24 months, and believe that a declining share of financial sponsor ownership will be supportive of achieving stated leverage goals of under 3x net of cash. Although the redemption of the firm's second-lien debt will eliminate about $60 million of annual interest expense, this will be more than consumed by the firm's newly declared 8 cent per share dividend, which we expect to cost about $150 million annually. Additionally, substantial cash distributions to TPG and Intel over the next two years will limit the company's ability to build cash balances or repay debt, particularly if management pursues acquisitions." McAfee continues to report strong growth in the highly profitable consumer security business, taking share and improving consolidated EBITDA margins. McAfee has grown revenues in its consumer security business at double-digit or near-double-digit-percent rates since TPG acquired a majority stake in the business in 2016. S&P said, "We view this as a particularly impressive achievement as the industry has faced substantial headwinds from slowing PC unit sales, challenges monetizing mobile security, and the entry of several low-priced competitors offering "freemium" pricing models that have undercut incumbents. We believe that much of this share gain has come at the expense of NortonLifeLock, and while Norton still has the leading market share, we believe McAfee could overtake it if current customer and revenue trajectories continue. The strong growth reported in consumer security has also contributed substantially to the company's growing EBITDA margins, which we expect to improve by over 500 basis points in 2020, as revenue mix shifts away from the less-profitable enterprise business." Revenue and EBITDA growth remain elusive in McAfee's enterprise security business, although lower EBITDA margins and cash generation reduce the impact on the firm's consolidated bottom line. In spite of growing corporate spending on IT security, McAfee has struggled to generate bookings or revenue growth from enterprise security products. S&P said, "This segment has reported revenue declines in three of the past four years and we forecast it to decline in the mid-single-digit percents this year even as many enterprise security providers benefit from increasing spending to support secure remote work and cloud-based workloads. Although the firm has engaged in targeted M&A to improve its enterprise product portfolio, we believe a solution set overly focused on legacy endpoint protection will continue to weigh on results, and do not expect this segment to grow significantly absent significant incremental acquisition activity. Nevertheless, because of the substantially lower margins in this business, poor top-line performance has had only a moderate effect on the firm's overall EBITDA generation, as we forecast the consumer segment to report over twice as much EBITDA in 2020." "The stable outlook is based on our view that strong performance in the more profitable consumer segment will enable McAfee to gradually reduce leverage toward its target of under 3x, even as dividends and other shareholder payments consume a majority of free cash flow over the next 24 months." "We would downgrade McAfee if weakening operating performance or incremental debt issuance lead us to believe that leverage is likely to remain at or above the high-4x area going forward. Customer losses in consumer security either from execution missteps or a renewed competitive threat from a standalone NortonLifeLock or aggressive debt-funded acquisitions in enterprise markets both represent possible causes of increased leverage in our view." "We would look to S&P Global Ratings adjusted leverage under 4x, combined with continued strong operating performance as key factors in an additional upgrade. Although not necessary, we would view additional share sales by TPG Capital and Intel as supportive of a higher rating." METRO-GOLDWYN-MAYER INC: S&P Downgrades ICR to 'B'; Outlook Stable ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on U.S.-based Metro-Goldwyn-Mayer Inc. (MGM) to 'B' from 'B+', its issue-level rating on the first-lien debt to 'BB-' from 'BB', and its issue-level rating on the second-lien debt to 'CCC+' from 'B-'. The outlook is stable. S&P said, "The stable outlook reflects our expectation that the Bond film will be released in 2021, and that film and TV production will continue to ramp up over the next six months. As a result, the company's leverage will begin to materially improve in the second half of 2021." "The downgrade reflects MGM's sustained high leverage as a result of ongoing delays in its theatrical releases and studio productions due to the coronavirus pandemic, and our expectation that the company will not be able to sustain leverage below our thresholds for the 'B+' rating long term. We expect MGM's S&P adjusted leverage to remain elevated above 10x in 2020, decline to the high-3x area in 2021 when theatrical releases and studio productions are expected to fully resume, and increase above 4.5x in 2022 as EBITDA from Bond rolls off and the company pursues additional content investments." Social distancing regulations due to the pandemic continue to delay MGM's theatrical releases. The company recently announced that it will reschedule the theatrical release of "No Time To Die", the 25th installment of the James Bond franchise, for a third time, because of anticipated low attendance at the box office during the COVID-19 outbreak due to theater closures. The film is now expected to premiere in April 2021, instead of November 2020. S&P said, "While we expect that the decision to further delay James Bond may provide MGM with an opportunity for a more favorable theatrical release in early 2021, when social distancing restrictions from the pandemic are presumed to have eased, we believe substantial risk remains that the film could be further delayed if social distancing regulations from COVID-19 persist due to sustained high infection rates. Moreover, we believe that the successful release of this film is also dependent on the overall health of the movie exhibitor ecosystem, which is currently undergoing substantial financial strain without patrons or films in theaters during the pandemic. Substantial restructuring by exhibitor companies could reduce the global footprint of theatrical releases and may lessen overall box office proceeds for Bond." MGM's theatrical and television production schedules continue to be hurt by the coronavirus pandemic. A number of MGM's studio productions, including scripted and unscripted television as well as its smaller films, continue to be delayed by the coronavirus and related social distancing measures. Over the past six months, U.S. studios have been unable to produce content in line with their prior expectations due to quarantines and social distancing requirements. S&P said, "While most production has restarted, we expect many of these productions will remain behind schedule and may be burdened by incremental costs for health and safety measures due to the pandemic. As a result, we expect consolidated revenue and earnings to be delayed over the next 12 months until these movies and television shows can be finalized and released in 2021 and beyond." "In addition, we believe the pandemic represents an incremental change for studio content distribution, accelerating the shift to streaming and DTC offerings from theatrical releases and linear television. We believe these changes may create less favorable end markets for MGM's traditional film and television distribution models long term. These risks include declining attendance trends for theatrical releases and shrinking linear subscribers for MGM's MVPD partners. However, we also acknowledge that MGM benefits from its streaming platform, EPIX, which generates revenue from DTC subscriptions and program licensing sales. While we believe MGM's exposure to this streaming platform will be positive in 2021, we also note that this is the smallest of its business segments and it directly competes with larger general entertainment SVOD services, which could limit MGM's sustainable subscriber growth in this segment longer term." Credit metrics will remain poor over the next 12 months before improving in the second half of 2021. S&P said, "We believe the theatrical release delays for Bond 25 and the production delays for certain MGM television series will keep leverage elevated and cash flows weak over the next 12 months. S&P adjusted leverage is currently high at 12.2x for the last 12 months ended June 2020, and we expect it to remain above 10x in 2020 before falling to the high-3x area at the end of 2021 as the company uses cash proceeds from its theatrical and TV releases to lower its balance on the partially drawn revolving credit facility. We expect the company's leverage to increase above 4.5x again in 2022 as EBITDA generation from Bond rolls off and the company continues to invest in its film and television content. We expect cash flow to be negative in 2020 before improving toward the second half of next year with operating cash flow (OCF) to debt rising to the midteens percentage area. We believe these expected future cash flows are partially supported by anticipated sales from MGM's content library, but we believe cash flows are also subject to the risk of further delays in its theatrical releases and studio productions." Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety S&P said, "The stable outlook reflects our expectation that the Bond film will be released in 2021, and that film and TV production will continue to ramp up over the next six months. As a result, the company's leverage will begin to materially improve in the second half of 2021. We expect the company to grow its film and television studio offerings while managing its operating expenditures and cash content investments such that operating cash flow substantially improves in 2021 and it maintains sufficient liquidity." S&P could lower the rating if it expects the company's operating cash flow (OCF) to debt to remain below 5% and leverage above 6x beyond 2021. This could happen in the following circumstances: -- The pandemic further delaying Bond 25 or resulting in weaker operating performance relative to S&P's expectations. -- Permanent weakening of theatrical distribution ecosystem due to closures from the pandemic resulting in lower box office sales. -- EPIX experiences weaker-than-expected revenue or EBITDA growth due to an increasingly competitive premium television/SVOD landscape. S&P said, "While unlikely over the next year, we could raise the rating if we expect the company can decrease and sustain leverage below 4.5x and maintain OCF to debt well above 10%. This would likely occur if the company substantially grows its film, television, and EPIX offerings while controlling operating expenditures and cash investment costs such that it is able to use excess cash flows to pay down debt ahead of our expectations. We believe this scenario would likely include the theatrical box office recovering to pre-COVID-19 levels of operating performance." MJ TRANSPORTATION: Court Confirms Modified Plan ----------------------------------------------- Judge Dale L. Somers has ordered that MJ Transportation, Inc.'s Disclosure Statement contains adequate information as defined by 11 U.S.C. Sec. 1125 and, therefore, is approved. The Plan, according to Judge Somers, is confirmed subject to these express changes: (i) Article 5, Class 1 of the Plan is stricken and replaced with the following: Class 1: Consists of the reduced secured and priority claim of the IRS. The Class 1 claim of the IRS shall be in the amount of $721,000. The balance of the IRS' claim exceeding the Reduced Claim shall be treated as a general unsecured claim. The Class 1 claim is secured by all real and personal property of James M. Mies, Debtor in a related Chapter 11 case, Case No. 19-11935. The Class 1 claim is not secured by the accounts receivable and deposit accounts of Debtor MJ Transportation, Inc. ("MJT"). Within 60 months of the Plan's effective date, MJT or Mies shall pay the IRS a total of $721,000, without interest, in full satisfaction of the IRS’ secured and priority claims against MJT and Mies. The payment shall come from a combination of liquidation of select real estate owned by Mies, and monthly installment payments from Mies or MJT. MJ Transportation proposed a Chapter 11 Plan of Reorganization. MJT's Plan dovetails with Mies' Plan. They share a common primary creditor, the Internal Revenue Service ("IRS"). MJT's Plan is to pay in full all timely filed and allowed administrative, priority and secured claims from: (1) sales by Mies of select real estate; and (2) profits from Debtor's ongoing trucking operations. The MJT Plan proposes to treat claims as follows: * Class 2. Class 2 consists of the priority claim of the Kansas Department of Labor ("KDOL"). The KDOL has filed a priority claim in the amount of $1,310, and a secured claim in the amount of $1,417. The priority claim of the KDOL in the amount of $1,310 will paid by Debtor in full within 120 days of the effective date of the Plan from operating income. * Class 3: Consists of all Unsecured Creditors with allowed claims. The Debtor/Reorganized Debtor shall make no payment under the Plan on allowed unsecured claims. Upon entry of an order confirming this Plan, all personal property of the Debtor will vest in the Reorganized Debtor. In addition, the Reorganized Debtor will be vested with all assumed unexpired leases set forth at Article 6 herein, any claims of the estate, all tax loss carry forwards and other tax attributes of Debtor, and all rights and powers of a Trustee under the Bankruptcy Code. A full-text copy of the Chapter 11 Plan of Reorganization dated August 26, 2020, is available at https://tinyurl.com/y5gu3oq8 from PacerMonitor.com at no charge. Attorney for MJ Transportation: Mark J. Lazzo, #12790 MARK J. LAZZO, P.A. 3500 N Rock Rd Building 300, Suite B Wichita, Kansas 67226 (316) 263-6895 About MJ Transportation MJ Transportation, Inc., a cargo and freight company in Wichita, Kansas, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 19-12092) on Oct. 29, 2019. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Robert E. Nugent. The Debtor is represented by Mark J. Lazzo, Attorney at Law. No official committee of unsecured creditors has been appointed in the Debtor's Chapter 11 case. MLAC CASTLE ATLANTA: Dec. 9 to 17 Ten X Auction of Atlanta Property ------------------------------------------------------------------- Judge James R. Sacca of the U.S. Bankruptcy Court for the Northern District of Georgia authorized the bidding procedures proposed by The MLAC Atlanta Castle, LLC in connection with the auction sale of the real estate located at 87 15th Street NE, Atlanta, Georgia and related personal property and fixtures. The Bid Procedures Hearing was held on Oct. 20, 2020. The use of the commercial auction platform Ten X Commercial is approved. The Debtor will conduct an auction on the Auction Site between Dec. 9 to 17, 2020. If there is a Winning Buyer at the conclusion of the Auction, the counsel for the Debtor will file with the Court a notice stating the details, including purchase price and closing date, of such sale within one business day after the conclusion of the Auction. If there are no Qualified Bids timely and properly submitted at the conclusion of the Auction, the counsel for the Debtor will file with the Court a notice of no auction within one business days after the conclusion of the Auction. The Movants will contact the Court after the Auction has been scheduled to set a hearing to approve the Sale within three business days after conclusion of the Auction or, if such a hearing date is unavailable, at the Court's earliest convenience. At the Sale Hearing, the Debtor will appear and report the Winning Buyer to the Bankruptcy Court and move for (1) approval of the Sale and (2) that the Winning Buyer should be afforded the status of a good faith purchaser under 11 U.S.C. Section 363(m). In the event that the counsel for the Debtor reports that no Qualified Bids were submitted and thus no auction took place, Heritage will be entitled to an order granting relief from the automatic stay upon the conclusion of the Sale Hearing. In the event that such Sale does not close and Debtor has not filed a notice of sale by Dec. 31, 2020, Heritage will be entitled to relief from the automatic stay without further order from the Court. The Order will become effective immediately upon its entry. The Debtor is directed to serve a copy of the Order upon all creditors and interested parties no later than two business days after entry of the Order. The Objection filed by James T. Laura and Omar Alexander Shunnarah is denied. About The MLAC Castle Atlanta The MLAC Castle Atlanta, LLC filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 19-68220) on Nov. 12, 2019. It is a single asset real estate debtor as defined in 11 U.S.C. Section 101(51B). At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. The petition was signed by Bryan Latham, manager. Judge James R. Sacca oversees the case. The Law Office of Scott B. Riddle, LLC represents the Debtor as legal counsel. MONDORIVOLI LLC: Case Summary & 5 Unsecured Creditors ----------------------------------------------------- Debtor: Mondorivoli, LLC 873 East Third Street Durango, CO 81301 Business Description: Mondorivoli, LLC was formed in 2012 for the purpose of investing in commercial real estate in the Durango, Colorado area. Chapter 11 Petition Date: October 27, 2020 Court: United States Bankruptcy Court District of Colorado Case No.: 20-17048 Judge: Hon. Joseph G. Rosania Jr. Debtor's Counsel: Jeffrey S. Brinen, Esq. KUTNER BRINEN, P.C. 1660 Lincoln Street, Suite 1850 Denver, CO 80264 Tel: 303-832-2400 Email: jsb@kutnerlaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jean-Pierre Bleger, manager. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZIJDXRQ/Mondorivoli_LLC__cobke-20-17048__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Five Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. La Plata County Treasurer Unknown 679 Turner Drive Suite B Durango, CO 81303 2. Basin Properties,Inc. Unknown P.O. Box 30 Durango, CO 81301 3. Four Corners Community Bank Unknown 2685 Main Avenue Durango, CO 81301 4. Terry Brown Unknown 31 Chestnut Court Pagosa Springs, CO 81147 5. Weinberg Servicing, LLC Unknown 148 Hammond Drive Atlanta, GA 30328 MUJI USA: Seeks to Hire KPMG LLP as Tax Consultant -------------------------------------------------- Muji U.S.A. Limited, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ KPMG, LLP, as tax consultant to the Debtors. Muji U.S.A. requires KPMG, LLP to: (a) assist in identifying and quantifying, including cash tax numerical analysis, the potential U.S. federal, state and local income tax implications associated with the proposed restructuring alternatives; (b) assist with drafting the tax section of the plan or reorganization and disclosure statement; (c) assist with cancellation of debt ("COD") income, including the application of Section 108 of the Internal Revenue Code (the "IRC") and the application of the attribute reduction rules under Section 108(b), as well as a benefit analysis of Section 108(b)(5) election, as related to the restructuring; (d) analyze potential income tax ramifications of lease modification or termination associated with the restructuring; (e) assist in determining whether and when an ownership change within the meaning of Section 382 of the IRC may occur under proposed restructuring alternatives, including the evaluation of various U.S. federal and state income tax elections that may be made by the Debtor; (f) assist with the determination of the tax treatment of any transaction-related costs and other costs incurred in connection with the restructuring; and (g) assist with any other potential tax matters that may arise in relation to the restructuring, including, but not limited to, analysis of any proofs of claim from tax authorities, withdrawals from state and local taxing jurisdictions, filing the final tax returns with regulatory agencies. KPMG, LLP will be paid at these hourly rates: Partners $760 Directors $660 Managers $615 Associates $290 to $470 Paraprofessionals $230 KPMG, LLP will also be reimbursed for reasonable out-of-pocket expenses incurred. Keyu Zhu, partner of KPMG, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. KPMG, LLP can be reached at: Keyu Zhu KPMG, LLP 345 Park Avenue New York, NY 10154-0102 Tel: (212) 758-9700 Fax: (212) 758-9819 About Muji U.S.A. Limited Muji U.S.A. Limited is a retailer of a wide variety of products, including household goods, apparel and food. It was originally founded in Japan in 1980. Visit https://www.muji.com for more information. Muji U.S.A. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-11805) on July 10, 2020. At the time of the filing, Debtor disclosed assets of between $50 million and $100 million and liabilities of the same range. Judge Mary F. Walrath oversees the case. The Debtor has tapped Greenberg Traurig LLP as its legal counsel, Mackinac Partners LLC as financial advisor, B. Riley Real Estate LLC as real property lease consultant, and Donlin, Recano & Company Inc. as claims and noticing agent. NS8 INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------ Debtor: NS8 Inc. PO Box 34120 Las Vegas, NV 89133 Business Description: NS8 Inc. -- https://www.ns8.com -- is a developer of a comprehensive fraud prevention platform that combines behavioral analytics, real-time scoring, and global monitoring to help businesses minimize risk. Chapter 11 Petition Date: October 27, 2020 Court: United States Bankruptcy Court District of Delaware Case No.: 20-12702 Judge: Hon. Christopher S. Sontchi Debtor's Counsel: Stanley B. Tarr, Esq. BLANK ROME LLP 1201 N. Market Street, Suite 800 Wilmington, DE 19801 Tel: 302-425-6400 Email: Tarr@BlankRome.com - and - COOLEY LLP Debtor's Financial Advisor: FTI CONSULTING, INC. Debtor's Notice, Claims, Solicitation and Balloting Agent: STRETTO https://cases.stretto.com/NS8/court-docket Estimated Assets: $10 million to $50 million Estimated Liabilities: $100 million to $500 million The petition was signed by Daniel P. Wikel, chief chief restructuring officer. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/JIPR5OI/NS8_INC__debke-20-12702__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Hansen Networks Trade $298,976 4255 Dean Martin Dr. Suite C Las Vegas, NV 89103 USA Tel: (702) 248-7141 Email: billing@hansennetworks.com 2. Engineer Better Trade $36,322 125 Adams Drive Ashford, TN24 0FX United Kingdom Email: contact@engineerbetter.com 3. Paloalto Networks Trade $29,988 3000 Tannery Way Santa Clara, CA 95054 USA Tel: (669) 231-3854 Email: ckao@paloaltonetworks.com 4. LGC 231, LLC Landlord $27,395 6140 Brent Thurman Parkway, Ste 140 Las Vegas, NV 89148 USA Email: debbien@sunpm.net 5. Fit for Commerce Trade $22,500 40 Highland Ave Short Hills, NJ 07078 USA Tel: (973) 379-7399 Email: finance@fitforcommerce.com 6. Fivetran Inc. Trade $20,400 405 14th Street, Suite 1100 Oakland, CA 94612 USA Tel: (415) 805-2799 Email: ar@fivetran.com 7. System3 B.V. Trade $17,680 Oudezijds Achterburgwal 237 Amsterdam, 1012 DL Netherlands Email: niels@systems333.com 8. Jamf Software Trade $13,932 100 Washington Ave S., Suite 1100 Minneapolis, MN 55401 USA Tel: (612) 605-6625 Email: receivables@jamf.com 9. Crosby MarketWize Professional $12,500 Consulting Consulting 1549 Vine Street Services Belmont, CA 94002 USA Tel: (415) 378-8830 Email: frederick@crosby-consulting.com 10. Oracle of America, Inc. Trade $12,275 500 Oracle Parkway Redwood Shores, CA 94065 USA Tel: (650) 653-5342 Email: orudolph@netsuite.com 11. Paycore BV – Euro Professional $10,919 Pieter Kiesstraat 7 Consulting Haarlem, 2013 BC Netherlands Services Tel: +3(162) 895-6004 Email: smkoolen@gmail.com 12. Hellmuth & Johnson PLLC Professional/ $10,848 8050 West 78th Street Consulting Edina, MN 55439 USA Services Email: rzerbe@hjlawfirm.com 13. Fintechamps B.V. Trade $10,835 Prof. Hugo de Vrieslaan 82 Utrecht, 3571 GK Netherlands Email: accounts@fintechamps.com 14. WeWork – Miami Landlord $9,927 360 NW 27th Street Miami, FL 33127 USA Email: wework@wework.com 15. WeWork – Amsterdam Landlord $9,330 Weesperstraat 61-105 Amsterdam, 1018 VN Netherlands Email: wework@wework.com 16. e2y Limited Trade $7,040 Ntt House Waterfront Business Park, Fleet Road Hampshire, GU51 3QT United Kingdom 17. Sevans Strategy Trade $5,000 11060 Village Ridge Lane Las Vegas, NV 89135 USA Tel: (224) 829-8820 Email: prsarahevans@gmail.com 18. WeWork – Singapore Landlord $4,536 15 Beach Road, 2nd Floor Singapore, 189677 Singapor Email: wework@wework.com 19. WeWork - San Francisco Landlord $4,416 3001 Bishop Drive San Ramon, CA 94583 USA Email: wework@wework.com 20. Alain Mayer Professional/ $3,667 535 Dewey Blvd Consulting San Francisco, CA 94116 USA Services Tel: (415) 902-8681 Email: Alain.mayer@gmail.com OMNIQ CORP: Issues October 2020 Letter to Shareholder ----------------------------------------------------- OMNIQ Corp. has issued its October 2020 Letter to Shareholders highlighting the Company's recent business developments, growing target markets, and strategy for the future. Recent highlights include: * Announced a partnership with Zebra Technologies that integrates the Company's AI-based machine vision technology with Zebra's MotionWorks location solution for advanced logistics yard management * Awarded a $1.0-million purchase order by a leading sales and marketing agency focused on supporting consumer packaged goods companies and retailers * Awarded $1.8-million project related to the implementation of an advanced delivery logistics initiative for a global metal solutions company * Began deployment of SeeDOT systems for accurate, automated and real-time monitoring of commercial vehicles at weigh and safety stations in a Southern U.S. state * Announced orders totaling $3.5 million from a worldwide leader in third-party logistics for the supply of mobile data collection devices for order fulfillment and warehouse management * Announced a $4.0-million order from a leading healthcare and pharmaceutical supplier for the supply of mobile data collection devices * Announced a $5.5-million order from a leading supermarket chain for the supply of mobile data collection, computing and communications equipment * Generated sales of $26.5 million for the first six months of 2020 "2020 has been a landmark year for OMNIQ, as we've continued to advance our business and further cement our already solid position as the supplier of choice for AI-based machine vision technology needs and supply chain solutions for Fortune 500 companies, institutions, and government agencies and municipalities around the world," said Shai Lustgarten, CEO of OMNIQ. "OMNIQ is stronger than ever, with our touchless solutions receiving broadened demand across many industries as organizations apply COVID-19 safety measures. We are working relentlessly to achieve another year of growth and to create value for our shareholders." About OMNIQ Corp. Headquartered in Salt Lake City, Utah, OMNIQ Corp. (OTCQB: OMQS) -- http://www.omniq.com/-- provides computerized and machine vision image processing solutions that use patented and proprietary AI technology to deliver data collection, real time surveillance and monitoring for supply chain management, homeland security, public safety, traffic & parking management and access control applications. The technology and services provided by the Company help clients move people, assets and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments. Omniq reported a net loss attributable to common stockholders of $5.31 million for the year ended Dec. 31, 2019, compared to a net loss attributable to common stockholders of $5.41 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $41.33 million in total assets, $42.05 million in total liabilities, and a total stockholders' deficit of $725,000. Haynie & Company, in Salt Lake City, Utah, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 30, 2020, citing that the Company has a deficit in stockholders' equity, and has sustained recurring losses from operations. This raises substantial doubt about the Company's ability to continue as a going concern. ORIGINCLEAR INC: Holders Convert $29K Notes Into Equity ------------------------------------------------------- OriginClear, Inc. previously issued notes to various investors convertible into shares of the Company's common stock. Between Oct. 9, 2020 and Oct. 19, 2020, holders of convertible notes converted an aggregate principal and interest amount of $29,086 into an aggregate of 1,491,634 shares of the Company's common stock. The securities were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act since, among other things, the transactions did not involve a public offering. Conversion of Preferred Shares As previously reported, on Aug. 19, 2019, the Company filed a certificate of designation of Series L Preferred Stock. Pursuant to the Series L COD, the Company designated 100,000 shares of preferred stock as Series L. The Series L has a stated value of $1,000 per share, and is convertible into shares of the Company's common stock, on the terms and conditions set forth in the Series L COD. On Oct. 19, 2020, a holder of Series L Preferred Stock converted an aggregate of 5 Series L shares into an aggregate of 365,768 shares, including make-good shares, of the Company's common stock. As previously reported, on May 1, 2020, the Company filed a certificate of designation of Series P Preferred Stock. Pursuant to the Series P COD, the Company designated 500 shares of preferred stock as Series P. The Series P has a stated value of $1,000 per share, and is convertible into shares of the Company's common stock, on the terms and conditions set forth in the Series P COD. On Oct. 20, 2020, a holder of Series P Preferred Stock converted an aggregate of 20 Series P shares into an aggregate of 491,160 shares of the Company's common stock. As previously reported, on Aug. 27, 2020, the Company filed a certificate of designation of Series Q Preferred Stock. Pursuant to the Series Q COD, the Company designated 2,000 shares of preferred stock as Series Q. The Series Q has a stated value of $1,000 per share, and is convertible into shares of the Company's common stock, on the terms and conditions set forth in the Series Q COD. Between Oct. 20, 2020 and Oct. 21, 2020, holders of Series Q Preferred Stock converted an aggregate of 21 Series Q shares into an aggregate of 1,037,042 shares of the Company's common stock. About OriginClear Headquartered in Los Angeles, California, OriginClear -- http://www.originclear.com/-- is a provider of water treatment solutions and the developer of a breakthrough water cleanup technology. Through its wholly owned subsidiaries, OriginClear provides systems and services to treat water in a wide range of industries, such as municipal, pharmaceutical, semiconductors, industrial, and oil & gas. OriginClear reported a net loss of $27.47 million for the year ended Dec. 31, 2019, compared to a net loss of $11.35 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $1.64 million in total assets, $28.24 million in total liabilities, and a total shareholders' deficit of $26.60 million. M&K CPAS, PLLC, in Houston, TX, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 29, 2020, citing that the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. PARSLEY ENERGY: S&P Puts 'BB' ICR on Watch Positive on Pioneer Deal ------------------------------------------------------------------- S&P Global Ratings placed all of its ratings on Parsley Energy LLC and its debt, including its 'BB' issuer credit rating and 'BB' issue-level rating, on CreditWatch with positive implications. This reflects the likelihood S&P will raise its rating on Parsley to match its rating on Pioneer (BBB/Stable/--) following the acquisition, which S&P expects will close in the first quarter of 2021. Pioneer Natural Resources Co. has announced the acquisition of Parsley Energy LLC in an all-stock transaction, valuing the company at about $7.6 billion, including the assumption of about $3.1 billion in Parsley debt. S&P said, "We placed the ratings on Austin, Texas-based Parsley on CreditWatch with positive implications to reflect the likelihood we will raise them, including our 'BB' issuer credit rating, following the close of its acquisition by higher-rated Pioneer. Both companies' boards approved the transaction, which is still subject to shareholder approval, regulatory approvals, and other customary closing conditions. We expect to resolve the CreditWatch after the transaction closes in the first quarter of 2021." "The CreditWatch positive placement reflects the likelihood we will raise our ratings on Parsley after its acquisition by Pioneer, assuming the transaction goes through as proposed and with no substantial changes to our operating assumptions." PG&E CORP: Elliott Loses $250M Claim in Bankruptcy Case ------------------------------------------------------- Alex Wolf of Bloomberg Law reports that PG&E Corp. escaped an effort by Elliott Management Corp. to collect $250 million of administrative expenses over a broken deal to help the activist investor get equity rights as part of the California power company's bankruptcy reorganization. Elliott, which was a noteholder, argued it's entitled to the claim because the debtor was contractually bound to help the investment firm gain equity purchasing rights in the reorganized company. But PG&E is released from claims rising from such contracts because the litigation releases in the utility's Chapter 11 restructuring plan went into effect, Judge Dennis Montali ruled. About PG&E Corp. PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the international Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. Morrison & Foerster LLP, as special regulatory counsel. Munger Tolles & Olson LLP, as special counsel. The Office of the U.S. Trustee appointed an official committee of creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. PG&E Corporation and Pacific Gas and Electric Company announced July 1, 2020, that PG&E has emerged from Chapter 11, successfully completing its restructuring process and implementing PG&E's Plan of Reorganization that was confirmed by the Bankruptcy Court on June 20, 2020. PPT HOLDINGS: S&P Affirms 'B-' ICR on Curvature Acquisition ----------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on PPT Holdings I LLC following the company's entry into a definitive agreement to acquire Curvature Inc. The rating agency also assigned its 'B-' issue-level and '3' recovery ratings to the first-lien debt and 'CCC' issue-level and '6' recovery rating to the second-lien term loan. S&P said, "The outlook is stable, reflecting our view that despite initial leverage in the mid-9x area, material cost synergies planned for the second half of 2021 will lead to an improvement in EBITDA margins and reduce leverage toward the low- to mid-8x range by the end of 2021." "The rating affirmation reflects our expectation that PPT's debt-funded acquisition of Curvature will increase its pro forma leverage to the mid-9x area at close and subsequently reduce leverage from EBITDA growth. We expect leverage to fall to the low- to mid-8X range by the end of 2021, with support from cost synergies from combining the two businesses. While the releveraging transaction reflects the company's high risk tolerance, we believe its combined scale, highly recurring maintenance revenue, 90% retention rates, and competitive pricing strategy partially offset the high leverage profile." A direct competitor to PPT, Curvature provides post-warranty maintenance services splitting its revenue into two segments: Maintenance (67% of revenue) and Hardware (33% of revenue). Over the past three years, Curvature has experienced deteriorating profitability, stemming from operational mishaps, a poorly executed sales strategy, high management turnover, and steep declines in its refurbished hardware resale business. Aside from a typical duplicative cost optimization plan, S&P expects PPT to employ its more effective go-to-market strategy to a wider install base while improving Curvature's field engineer productivity and service delivery model. The combined company will benefit from increased scale, synergy realization, and cross selling opportunities, such as PPT's remote monitoring-as-a-service, ParkView which continues to gain traction. However, smooth integration is critical given the combination of two equally sized firms. Near-term disruptions could stem from client attrition or inability to grow bookings during its cost control phase. S&P also expects Curvature's hardware business will continue to decline based on historical trends. Despite operational challenges with Curvature's business, recurring maintenance revenue has remained relatively stable and provides a consistent stream of cash flow. S&P said, "We expect the combined revenue to increase in the low-single-digit area and targeted cost savings from the integration will occur in the latter half of 2021, which will lead to better credit metrics and EBITDA margin of about 23% in 2021. In addition, we expect PPT's free operating cash flow (FOCF)-to-debt ratio to remain above 2% over the next 12 months and forecast it will generate FOCF of $25 million-$30 million in 2020 and $20 million-$25 million in 2021 as it is burdened by higher interest expense along with one-time costs to achieve its synergy targets." "The stable outlook reflects our expectation that the business combination will lead to low-single-digit revenue growth and better EBITDA margins through cost control efforts such that leverage will decline to the low- to mid-8x by the end of 2021. We also expect modest improvement in free cash flow to debt over the next 12 months." "We could consider lowering the ratings if execution missteps while optimizing costs or integration miscues lead to significant attrition that compresses EBITDA margins. We could also lower the rating if increased competition from OEMs leads to a difficult selling environment and materially lower renewal rates such that free cash flow turns negative or we view the capital structure as unsustainable." "An upgrade is unlikely over the next 12 months because of its high risk tolerance. However, longer term we could raise our rating on the company if we expect it to maintain leverage below 6x on a sustained basis. This could occur with consistent revenue growth from a substantial increase in its customer base while maintaining a conservative cost structure and the commitment to operating with much lower leverage." PROFESSIONAL FINANCIAL: Hires FTI Consulting as Financial Advisor ----------------------------------------------------------------- Professional Financial Investors, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of California to employ FTI Consulting, Inc., as financial advisor to the Debtors. Professional Financial requires FTI Consulting to: a. identify, inventory, and preserve all relevant information to support a forensic analysis of, but not limited to, the Debtors' current and historical financial reporting, property purchases and refinancing, investor entitlements, and cashflow (the "Targeted Analyses"); b. synthesize and validate the information collected for the purpose of supporting Targeted Analyses, which includes assessing and responding to allegations of fraud and other illegal activities, including, but not limited, tracing the depth and breadth of such activity; c. assess and respond to inquiries of government agencies, downstream litigation, and current/future investigations into the fraud and/or other illegal activities of the Debtors' prior management; d. provide electronic discovery services as requested by the Debtors; e. render any other services requested by the Debtors or their board of directors. FTI Consulting will be paid at these hourly rates: Senior Managing Directors $920 to $1,295 Directors/Senior Directors/Managing Directors $690 to $905 Consultants/Senior Consultants $370 to $660 Administrative/Paraprofessionals $150 to $280 FTI Consulting will also be reimbursed for reasonable out-of-pocket expenses incurred. David Alfaro, senior managing director of FTI Consulting, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. FTI Consulting can be reached at: David Alfaro FTI CONSULTING, INC. Three Times Square, 9th Floor New York, NY 10036 Tel: (212) 247-1010 Fax: (212) 841-9350 About Professional Financial Investors Professional Financial Investors, Inc., and Professional Investors Security Fund, Inc. are both engaged in activities related to real estate. On July 16, 2020, a group of creditors filed an involuntary Chapter 11 petition (Bankr. N.D. Cal. Case No. 20-30579) against Professional Investors. On July 26, 2020, Professional Financial sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 20-30604). The cases are jointly administered under Case No. 20-30604. At the time of the filing, Professional Financial disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Dennis Montali oversees the cases. Ori Katz, Esq., at Sheppard, Mullin, Richter & Hampton, LLP, is Debtors' legal counsel. Debtors have also tapped Trodella & Lapping LLP as their conflicts counsel and Ragghianti Freitas LLP, Weinstein & Numbers LLP, Wilson Elser Moskowitz Edelman & Dicker LLP, and Nardell Chitsaz & Associates as their special counsel. Michael Hogan of Armanino LLP was appointed as Debtors' chief restructuring officer. FTI Consulting, Inc., as financial advisor. On Aug. 19, 2020, the Office of the U.S. Trustee appointed a committee of unsecured creditors. The committee is represented by Pachulski Stang Ziehl & Jones, LLP. PROJECT BOOST: S&P Rates US$100MM Incremental Term Loan 'B-' ------------------------------------------------------------ S&P Global Ratings said it assigned its 'B-' issue-level rating and '3' recovery rating to Project Boost Purchaser LLC's (PBP; B-/Negative/--) proposed US$100 million add-on issuance to the company's existing first-lien term loan B. Although the issue-level and recovery ratings are unchanged on the existing term loan, S&P has revised its recovery estimate on the first-lien secured debt to 60% from 65%. This revision reflects higher first-lien senior secured claims under a simulated default scenario because the existing first-lien senior secured term loan ranks pari passu with the proposed incremental term loan issuance. The company will use the proceeds to fund the proposed acquisition of ALG for about US$120 million. The additional debt issuance increases leverage by 0.5x to about 11x for 2020 on an debt-to-pro forma EBITDA (S&P Global Ratings' adjusted) basis compared with our previous expectation of about 10.5x (S&P's EBITDA calculation for fiscal 2020 expenses one-time restructuring charges and include marginal cost savings). S&P said, "Nevertheless, we expect PBP to successfully integrate the J.D. Power, Trilogy Automotive, and ALG acquisitions; have minimal restructuring charges; and realize about US$30 million of cost savings in fiscal 2021; leading to a debt-to-EBITDA ratio of about 9.0x-9.5x. At the same time, we expect the company to experience low-single-digit topline growth in fiscal 2021, which will lead to mid-single-digit organic EBITDA growth, supporting PBP's deleveraging strategy. As a result, our 'B-' issuer credit rating on the company is unchanged." ALG provides residual auto values to customers across the auto value chain. S&P said, "We expect ALG's offering will be integrated into PBP's data and analytics business segment, providing valuation expertise and analytical tools to predict residual auto values, allowing the company to cross-sell to existing customers. PBP's pro forma recurring revenue base and customer concentration (top 10) will remain unaffected by the acquisition at about 75%-80% and 50%, respectively. The acquisition and the company's organic growth will modestly increase PBP's EBITDA (S&P Global Ratings' adjusted) for fiscal 2021 to about US$190 million-US$195 million, compared with our previous expectation of about US$175 million. As a result, despite additional debt, we forecast adjusted free operating cash flow-to-debt will be unchanged at 2%-4%, along with tight fixed charge coverage of about 1.2x-1.3x over the next 12 months." PBP's execution of the company's growth strategy and timely achievement of cost savings will be key factors in determining the direction of our ratings on PBP. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario incorporates the assumption that PBP will default in 2022, reflecting secular decline in car sales and intensifying price competition that lead to higher customer attrition. -- S&P assumes that the company would be reorganized or sold as a going concern as opposed to being liquidated because it would likely retain greater value as an ongoing entity rather than being liquidated in the event of default. -- S&P believes that if PBP were to default, there would still be a viable business model because of its exclusive relationships with original equipment manufacturers and its deep data stack for the North American auto industry. -- S&P has used 1% of sales as minimum capital expenditures compared with the 2% default assumption in our recovery criteria, reflecting PBP's asset-light business model. -- S&P applies an operational adjustment of negative 5%, reflecting that the company will generate lower levels of EBITDA on the path to default, caused by secular headwinds in the underlying auto industry. -- S&P's recovery analysis yields a net default enterprise value of about US$890 million, based on a 6.5x multiple of US$144 million of emergence EBITDA estimate and 5% administrative expenses. -- As a result, the first-lien senior secured debt has a '3' recovery rating, indicating our expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a default, leading to an issue-level rating of 'B-'. Simulated default assumptions: -- Simulated year of default: 2022 -- EBITDA at emergence: US$144 million -- EBITDA multiple: 6.5x Simplified waterfall: -- Net enterprise value (after 5% administrative costs): US$890 million -- Valuation split in % (obligors/non-obligors): 100/0 -- Value available to first-lien debt claims (collateral/non-collateral): US$890 million -- Secured first-lien debt claims: US$1.4 billion -- Recovery expectations: 50%-70% (rounded estimate: 60%) Notes: All debt amounts include six months of prepetition interest. Ratings List New Rating Project Boost Purchaser LLC Senior Secured US$100 mil incremental term ln bank ln due 05/31/2026 B- Recovery Rating 3(60%) Recovery Expectation Revised To From Project Boost Purchaser LLC Senior Secured Recovery Rating 3(60%) 3(65%) RAM DMD: Seeks to Hire Widerman Malek as Counsel ------------------------------------------------ RAM DMD PLLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Widerman Malek PL, as counsel to the Debtor. RAM DMD requires Widerman Malek to: a. give advice to the Debtor with respect to its powers and duties as a Debtor in Possession and the continued management of its business operations; b. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interest of the Debtor in all matters pending before the court; and e. represent the Debtor in negotiation with its creditors in the preparation of a plan. Widerman Malek will be paid at these hourly rates: Attorneys $400 to $415 Legal Assistants $150 Widerman Malek will also be reimbursed for reasonable out-of-pocket expenses incurred. Darren J. Mills, partner of Widerman Malek PL, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Widerman Malek can be reached at: Darren J. Mills, Esq. WIDERMAN MALEK PL 1990 W. New Haven Avenue, 2nd Fl Melbourne, FL 32904 Tel: (321) 255-2332 About RAM DMD PLLC RAM DMD, PLLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 20-05340) on Sept. 23, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Widerman Malek PL. RAYNOR SHINE: Unsecureds to Split $600K in Plan ----------------------------------------------- Raynor Shine Services, LLC and Raynor Apopka Land Management, LLC submitted a Joint Disclosure Statement for Plan of Reorganization. Raynor Shine Services, LLC, has total assets worth $16,211,237. Raynor Apopka Land Management, LLC, has total assets worth $4,130,000. Classes 3, 4, 5, 6 and 7 Allowed Secured Claim of SummitBridge National Investments VII LLC as successor in interest of BB&T Equipment Finance Corp and Truist Bank. will receive 30 days after the Effective Date a payment of $4,000,000; and will receive a promissory note (the Promissory Note) in the amount of $100,000 payable over 12 months at 5% interest, with the first payment due on the first anniversary date of the Effective Date and equal monthly payments on the same day for the following 11 months. Class 8 Allowed Secured Claims of Caterpillar Financial Services (CAT) is comprised of: * Class 8a - Financed Equipment. Ford F550 Mechanics truck VIN 1FDUF5HT6BEB25534. Holder of such claim will: Retain the lien securing the Claim in the amount of $20,000 for the Allowed Amount of the Claim. Receive on account of its Allowed Secured Claim $20,000 in equal monthly cash payments over five years at 2.99% interest beginning on the Distribution Date. * Class 8b - Leased Equipment. These leases have been rejected and all Leased Equipment has been returned to CAT. If there is any Allowed Claim for lease rejection damages, such claim will be treated as a Class 16 Allowed General Unsecured Claim. Class 9 - Allowed Secured Claims of Komatsu Financial Limited Partnership (Komatsu) comprised of: * Class 9a - Financed Equipment. The Holder of such Claim will receive on account of account of the Allowed Secured Claim $7,329.12 monthly adequate protection payments through the remainder of the existing finance agreement. * Class 9b - Leased Equipment comprised of: i. (Lease 003) Komatsu PC210LC-11 Hydraulic Excavator, S/N 500363. This lease has been rejected and this equipment has been returned to Komatsu. If there is any Allowed Claim for lease rejection damages, such claim will be treated as a Class 16 Allowed General Unsecured Claim. ii. (Lease 000) Komatsu PC210LC-11 Hydraulic Excavator, etc. The Holder of such Claim will receive $15,000 on the Effective Date; and receive a promissory note secured by this equipment in the amount of $312,046.42 at 2.99% interest, payable in 36 monthly payments of $9079 beginning on the Distribution Date. iii. (Lease 007) Power Screen Terex Phoenix/Trommel Crusher, etc. The Holder of such Claim will retain the lien securing the Claim to the extent of the Allowed Amount of the Claim. Receive payment of $44,893.08 to cure the lease arrearage, to be paid 30 days after the Effective Date ; and receive monthly rent payment of $6,123.45, commencing May, 2020, through the remaining life of the lease. Class 10 Allowed Secured Claim of Hanmi Bank will receive payment of $8,332.50 to cure the lease arrearage, to be paid 30 days after the Effective Date; and receive monthly rent payments of $3,982.08 through the remaining life of the Lease. Class 11 - Allowed Secured Claim of VFS US Leasing, LLC (VFS) with regard to the lease of: a. Mack CHU613 Truck VIN 1M1AN09Y7JM026975, etc. The Lease for this equipment has been rejected and the equipment has been returned to VFS. If there is any Allowed Claim for lease rejection damages, such claim will be treated as a Class 16 Allowed General Unsecured Claim. b. 2017 Mack GU813, S/N: 1M2AX16C3HM038071, etc. The Holder of this Claim will: (i)etain the lien securing the Claim to the extent of the Allowed Amount of the Claim; (ii) Receive payment of $8,005 to cure the lease arrearage, to be paid on the Distribution Date; and (iii) Receive monthly rent payments of $4,240.91 through the remaining life of the Lease. c. 2081 Mack GU813, S/N 1M2AX16C3HM038068, etc. The Holder of this claim will: (i) Retain the lien securing the Claim to the extent of the Allowed Amount of the Claim; (ii) Receive payment of $18,352 to cure the lease arrearage, to be paid on the Distribution Date; and (iii) Receive monthly rent payments of $8,404.41 through the remaining life of the Lease. Class 12 Allowed Secured Claim of Chromoscape, Inc. for an Amerimulch ColorTrom 300 Coloring System. The Debtor has filed an objection to this claim, and believes this claim will be disallowed in full. As to the Class 13 the Secured Claim of Brad Dinkel, the Debtor has filed an objection to this claim, and believes this claim will be disallowed in full. Class 14 Allowed Secured Claim of Engage4Fun, LLC, will receive a cash payment on the Distribution Date in an amount equal to $375,000. Class 15 Allowed Secured Claim of Optimal Equipment Maintenance, LLC, will be paid the amount of $11,000 on the Distribution Date. Class 16 Allowed General Unsecured Claims greater than $1,500 will receive on account of such claims a pro rata share of the lesser of: (i) the amount of Allowed General Unsecured Claims greater than $1,500; and (ii) a pro rata share of $600,000 which shall be paid $100,000 within 30 days after the Effective Date and their pro rata share in 10 equal monthly installments totaling $500,000 beginning on the 60th day after the Effective Date. Class 17 Allowed General Unsecured Claims of $1,500 or less will be paid in full on the Distribution Date. Class 18 Allowed Insider Unsecured Claims will not receive any distributions under the Plan. Class 19 Equity Interests in Raynor Apopka Estate Management LLC shall be cancelled. The Holder of Interests in Raynor Shine Services, LLC shall retain their interests after confirmation. The distributions under the Plan will be funded principally by the sale or refinancing of the Debtors’ equipment and the sale of the Debtors’ real estate. A full-text copy of the Disclosure Statement dated August 26, 2020, is available at https://tinyurl.com/y55l968q from PacerMonitor.com at no charge. Attorneys for the Debtors: Frank M. Wolff, Esq. LATHAM, LUNA, EDEN & BEAUDINE, LLP 111 N. Magnolia Avenue, Suite 1400 Orlando, Florida 32801 Tel: (407) 481-5800 Fax: (407) 481-5801 E-mail: fwolff@lathlamluna.com bknotice1@lathamluna.com About Raynor Shine Services Raynor Shine Services, LLC, is an environmental recycling company based in Apopka, Florida. It offers mulch installation, grapple truck services, recycle yard disposal, land clearing, grinding services, storm recovery services. Raynor Shine Services, LLC, and Raynor Apopka Land Management, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 20-00577) on Jan. 30, 2020. The petitions were signed by Henry E. Moorhead, CRO. At the time of filing, Raynor Shine Services was estimated to have $10 million to $50 million in both assets and liabilities and Raynor Apopka Land Management was estimated to have $1 million to $10 million in both assets and liabilities. Frank M. Wolff, Esq. at Latham Luna Eden & Beaudine LLP, serves as the Debtors' counsel. Moss, Krusick & Associates, LLC, has been tapped as accountant. REMINGTON OUTDOOR: 600 Furloughed Employees Are Terminated ---------------------------------------------------------- News & Record reports that almost 600 furloughed employees at the Remington Arms plant in upstate New York were told they would be terminated effective Monday, October 26, 2020, according to the workers' union. The Remington Outdoor Company entered into Chapter 11 bankruptcy this summer and the plant in the village of Ilion is not currently in production. The United Mine Workers of America said 585 workers were told Friday, October 23, 2020, of the termination, and that their health care and other contractual benefits will end later this week. The union said the company is refusing to pay severance and accrued vacation benefits. A call seeking comment was made to the Madison, North Carolina-based company. A bid for the Ilion plant was made in bankruptcy court by Roundhill Group LLC, which intends continue production with at least 200 employees initially. "We are now working with the new company to get the plant reopened and start putting our members back to work. But the old, failed Remington had one more kick in the pants for our members," said UMWA International President Cecil E. Roberts. Remington traces its area roots in the Mohawk Valley to 1816. About Remington Outdoor Company Based in Madison, North Carolina, Remington Outdoor Company, Inc. -- https://www.remingtonoutdoorcompany.com/ -- manufactures and markets firearms, ammunition, and related products for commercial, military, and law enforcement customers worldwide. The company operates through two segments, Firearms and Ammunition. Remington Outdoor Company, Inc., and its affiliates filed their voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Lead Case No. 20-81688) on July 27, 2020. The petitions were signed by Ken D'Arcy, chief executive officer. At the time of filing, the Debtors were estimated to have $100 million to $500 million in both assets and liabilities. Stephen H. Warren, Esq. and Karen Rinehart, Esq. at O'MELVENY & MYERS LLP serve as the Debtors' general bankruptcy counsel. Derek F. Meek, Esq. and Hanna Lahr, Esq. at BURR & FORMAN LLP stand as the Debtors' local counsel. AKIN GUMP STRAUSS HAUER & FELD LLP is the Advisor to the Restructuring Committee. M-III ADVISORY PARTNERS, LP is the Debtors' financial advisor, while DUCERA PARTNERS LLC, stands as the Debtors' investment banker. PRIME CLERK LLC is the Debtors' notice, claims & balloting agent. REMINGTON OUTDOOR: Finalizes Sale of Several Brands to JJE Capital ------------------------------------------------------------------ Leslie A. Pappas of Bloomberg Law reports that Remington Outdoor Co. Inc. is finalizing a $2.15 million sale of several brands to South Carolina private equity firm JJE Capital Holdings LLC, one of seven companies that will eventually take over the bankrupt gun maker's businesses. JJE Capital agreed to pay $1.9 million for Remington's DPMS, Storm Lake, AAC, and H&R brand products and $250,000 for the Parker brand, Remington said in Oct. 23, 2020 filings with the U.S. Bankruptcy Court for the Northern District of Alabama. The sale follows an auction in September in which Columbia, S.C.-based JJE Capital placed the starting $65 million "stalking horse" bid. About Remington Outdoor Company Remington Outdoor Company, Inc. and its affiliates are manufacturers of firearms, ammunition and related products for commercial, military, and law enforcement customers throughout the world. They operate seven manufacturing facilities located across the United States. The companies' principal headquarters are located in Huntsville, Alabama. Remington Outdoor Company and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Lead Case No. 20-81688) on July 27, 2020. At the time of the filing, Remington disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Clifton R. Jessup Jr. oversees the cases. Debtors have tapped O'Melveny & Myers LLP as their bankruptcy counsel, Burr & Forman LLP as local counsel, M-III Advisory Partners LP as financial advisor, Ducera Partners LLC as investment banker, and Prime Clerk LLC as notice, claims and balloting agent. The U.S. Bankruptcy Administrator for the Northern District of Alabama appointed a committee of unsecured creditors on Aug. 6, 2020. The committee is represented by Fox Rothschild, LLP and Baker Donelson Bearman Caldwell & Berkowitz, PC. RENAISSANCE INNOVATIONS: Unsecureds Will Get $125K in Plan ---------------------------------------------------------- Renaissance Innovations, LLC, submitted an Amended Plan of Reorganization. The Amended Plan improves the treatment of Class 3 and Class 5 and does not impair the rights of creditors beyond what was contained in the original Plan. In accordance with the Debtor's projected revenue and the liquidation analysis included in the Debtor's Disclosure Statement which accompanies this Plan, the Debtor will pay allowed unsecured claims roughly 15.5 percent of their claim amounts. The Plan proposes to treat claims as follows: * Class 3 Secured Claim of Amazon Capital Services. This class consists of the secured portion of the Debtor's loan with Amazon Capital Services, in the original loan amount of $162,000 and for which Amazon filed a secured claim in the amount of $99,677. The basis for Amazon's security interest is the pledge of collateral as described in the Loan Agreement, including its possession of the Debtor's inventory at its fulfillment centers and cash in the Amazon seller account. Pursuant to Sec. 506, this Plan proposes to value Amazon's secured claim at $50,000. This class will be impaired. The secured portion of Amazon’s claim, in the amount of $50,000, will be paid at an interest rate of 5.25% over thirty-six months, beginning on the Effective Date, at $1,504 per month. Amazon shall retain its liens on its collateral as described in the Loan Agreement securing this claim, pursuant to 1129(b)(2)(A), until such time as the Debtor completes its Class 3 payments. The unsecured portion of the Amazon claim of $49,677.33 shall be treated in the General Unsecured Class. Class 5 General Unsecured Claims will share, pro rata, a distribution of $125,000. The $25,000 shall be paid on the Effective Date of the Plan and the remaining $100,000 payable in twenty-four monthly installments beginning on the second month following the Effective Date of the plan. A full-text copy of the Plan of Reorganization dated August 26, 2020, is available at https://tinyurl.com/y4wddx7b from PacerMonitor.com at no charge. Attorney for the Debtor: Travis Sasser 2000 Regency Parkway, Suite 230 Cary, North Carolina 27518 Tel: 919.319.7400 Fax: 919.657.7400 About Renaissance Innovations Renaissance Innovations, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 20-01005) on March 6, 2020. At the time of the filing, the Debtor had estimated assets of between $100,001 and $500,000 and liabilities of between $500,001 and $1 million. Judge Stephani W. Humrickhouse oversees the case. Travis Sasser, Esq., at Sasser Law Firm, is the Debtor's legal counsel. RESOLUTE INVESTMENT: S&P Affirms 'B+' ICR on $50MM Loan Add-On -------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating on Resolute Investment Managers Inc. The outlook remains negative. S&P also affirmed its 'B+' first-lien term loan and 'B-' second-lien term loan ratings. The recovery rating on the company's first-lien secured debt remains '3', indicating its expectation for meaningful (60%) recovery, and the recovery rating on its second-lien secured debt remains '6', indicating its expectation for negligible (0%) recovery. Resolute plans to add $50 million to its first-lien term loan for general corporate purposes and to fund acquisitions, and extend the maturity of its first- and second-lien term loans to 2024 and 2025, respectively. The transaction increases Resolute's gross debt to $435 million, above its previous expectations. However, S&P expects that the inclusion of Resolute's share of ARK Invest's earnings in its credit agreement, initiated with the proposed amendment, will offset this increase somewhat. S&P expects debt to EBITDA of around 5.3x in 2020, but for leverage to decrease below 5.0x in 2021 as ARK's earnings continue to rise and as Resolute increases its interest in the affiliate. ARK Invest focuses on disruptive technology exchange-traded funds, which benefited significantly this year from the outperformance of the technology sector. Assets under management (AUM) increased to $29.8 billion as of Sept. 30, 2020, from $11.1 billion at year-end 2019. In turn, earnings in the 12 months ended Sept. 30, 2020, doubled compared with fiscal-year 2019. 95% of ARK's AUM is rated five stars by Morningstar ratings. As of Sept. 30, 2020, ARK represents about 28% of Resolute's AUM and 8%-10% of the company's earnings. S&P said, "We expect ARK's growth to continue in 2021, though at a much more moderate pace than in 2020. Resolute currently has a 23% share in the company and has the option to invest an additional 27% in January 2021, an option we expect Resolute to exercise as is or under comparable terms. Growth in ARK, as well as increased ownership in the affiliate, could contribute to a reduction in Resolute's leverage in 2021." "In addition to our expectation that leverage will remain near our downside threshold over the next 12 months, the negative outlook reflects Resolute's uncertain financial policy and the possibility that the company could continue to operate with greater debt." Resolute has acquired eight affiliates since July 2016, growing and diversifying its platform. While S&P views this as positive for the business, debt taken on to fund growth has resulted in heightened leverage over the past several years. The company drew $15 million on its revolver in December 2019 to supplement funding of the National Investment Services acquisition, increasing leverage above 5.0x. Market volatility in the first half of 2020 has weighed on earnings, resulting in a slower reduction in leverage than anticipated. As of Sept. 30, 2020, the affiliates' AUM has largely recovered, but American Beacon Funds' AUM remains 22% below year-end 2019 levels. Despite ARK's strong growth, S&P expects Resolute's overall organic growth to remain pressured over the next 12 months. S&P said, "We believe Resolute may remain acquisitive, consistent with our view of most multi-affiliate asset managers. We think the company could issue additional debt should an attractive investment opportunity arise, or to fund distributions to the company's financial sponsor, Kelso. Therefore, we have less confidence that the company will keep leverage below 5.0x." "The negative outlook reflects our expectation that Resolute's debt to EBITDA will remain near 5.0x over the next 12 months." "We could lower our ratings if leverage remains above 5.0x as a result of lower earnings, if the company issues more debt, or due to a combination of both. We could also lower the ratings if profitability margins materially weaken." "We could revise the outlook to stable if the company lowers leverage meaningfully below 5.0x on a sustained basis. We don't anticipate raising the ratings in the next 12 months." RHA STROUD: Case Summary & Largest Unsecured Creditors ------------------------------------------------------ Two affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- RHA Stroud, Inc. (Lead Debtor) 20-13482 DBA Stroud Regional Medical Center 2308 Highway 66 West Stroud, OK 74079 RHA Anadarko, Inc. 20-13483 DBA The Physicians' Hospital in Anadarko 1002 East Central Blvd. Anadarko, OK 73005 Business Description: The Debtors operate as a non-profit healthcare system providing medical services to patients in Lincoln county and Caddo County, Oklahoma and surrounding communities. One Cura Health fka One Cura Wellness is the parent non-profit organization of the Debtors. The affiliate companies operate two medical clinics in Stroud and Anadarko, Oklahoma. Chapter 11 Petition Date: October 26, 2020 Court: United States Bankruptcy Court Western District of Oklahoma Judge: Hon. Sarah A. Hall Debtors' Local Counsel: Michael A. Rubenstein, Esq. Leif Swedlow, Esq. RUBINSTEIN & PITTS, PLLC 1503 E. 19th Street Edmond, OK 73013 Tel: (405) 340-1900 Fax: (405) 340-1001 Email: mrubensetin@oklawpartners.com lswedlow@oklawpartners.com Debtors' General Counsel: David W. Parham, Esq. AKERMAN LLP 2001 Ross Avenue, Suite 3600 Dallas, TX 75201 Tel: (214) 720-4300 Fax: (214) 981-9339 Email: david.parham@akerman.com - and - Esther McKean, Esq. 420 S. Orange Ave., Suite 1200 Orlando, FL 32801 Tel: (407) 423-4000 Fax: (407) 843-6610 Email: esther.mckean@akerman.com - and - Catherine Krezschmar, Esq. 350 East Las Olas Blvd., Suite 1600 Fort Lauderdale, FL 33301 Tel: (407) 423-4000 Fax: (407) 843-6610 Email: catherine.kretzschmar@akerman.com Each Debtor's Estimated Assets: $10 million to $50 million Each Debtor's Estimated Liabilities: $50 million to $100 million The petitions were signed by Charles Eldrige, president. Copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DIRYOIQ/RHA_Stroud_Inc__okwbke-20-13482__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/BRPDOQQ/RHA_Anadarko_Inc__okwbke-20-13483__0001.0.pdf?mcid=tGE4TAMA List of RHA Stroud, Inc.'s 16 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Airgas USA, LLC Trade Debt $0 259 N. Radnor-Chester Rd. Suite 100 Wyane, PA 19087 2. Elaine's Transportation Co. Trade Debt $0 3717 Vickie Dr. Oklahoma City, OK 73115 3. Empire Paper Company Trade Debt $0 2708 Central FWY E Wichita Falls, TX 76301 4. First Physician Bus. Trade Debt $0 Solutions-Stroud 4323 NW 63rd St. Oklahoma City, OK 73116 5. First Physicians Trade Debt $0 Business Solutions c/o J. Clay Christensen Law Group, LLC 3401 N.W. 63rd Std. Suite 600 Oklahoma City, OK 73116 6. First Physicians Rent $10,324,000 Realty Group, LLC c/o Jay Clay Christensen, Esq. Christensen Law Group, PLLC 3401 N.W. 63rd St. Suite 600 Oklahoma City, OK 73116 7. First Physicians Trade Debt $0 Resources - Stroud Wireless Way Suite B-100 Oklahoma City, OK 73134 8. Henry Schein Trade Debt $0 Box 371952 Pittsburgh, PA 15250-7952 9. Keystone Solutions, Inc. Trade Debt $0 6901 Shawnee Misskion Pkwy #215 Mission, KS 66202 10. McKesson Medical Surgical, Inc. Trade Debt $0 9954 Maryland Drive Suite 400 Henrico, VA 23233 11. Medline Industries Inc. Trade Debt $0 Dept CH 14400 Palatine, IL 60055-4400 12. Organogenesis, Inc. Trade $0 150 Dan Rd. Canton, MA 02021 13. Rural Hospital Loan $8,097,684 Acquisition, LLC c/o J. Clay Christensen, Esq. Christensen Law Group, LLC 3401 N.W. 63rd Street, Suite 600 Oklahoma City, OK 73116 14. Smith & Son Trade Debt $0 Building Center 117 SE 2nd St. Anadarko, OK 73005 15. Stability Biologics Trade Debt $0 2026 Fransworth Dr. Nashville, TN 37205 16. US Foodservice Trade Debt $0 List of RHA Anadarko's 18 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Airgas USA, LLC Trade Debt $0 259 N. Radnor-Chester Rd. Suite 100 Wayne, PA 19087 2. Connors & Winters, LLP Professional $0 1700 One Services Leadership Square Oklahoma City, OK 73102 3. Elaine's Transportation Co. Trade Debt $0 3717 Vickie Dr. Oklahoma City, OK 73115 4. Empire Paper Company Trade Debt $0 2708 Central FWY E Whichita Falls, TX 76301 5. First Physicians Bus. Trade Debt $0 Solutions-Anadarko c/o J. Clay Christensen, Esq. Christensen Law Group, PLLC 3401 N.W. 63rd St. Suite 600 Oklahoma City, OK 73116 6. First Physicians Business Trade Debt $0 Solutions - PHA c/o J. Clay Christensen, Esq. Christensen Law Group, PLLC 3401 N.W. 63rd St. Suite 600 Oklahoma City, OK 73116 7. First Physicians Rent $10,324,000 Realty Group, LLC c/o J. Clay Christensen, Esq. Christensen Law Group, PLLC 3401 N.W. 63rd Street, Suite 600 Oklahoma City, OK 73116 8. First Physicians Resources Trade Debt $0 Anadarko 14201 Wireless Way Suite B-100 Oklahoma City, OK 73134 9. Henry Schein Trade Debt $0 Box 371952 Pittsburgh, PA 15250-7952 10. Keystone Solutions, Inc. Trade Debt $0 6901 Shawnee Misskion Pkwy #215 Mission, KS 66202 11. McKesson Medical Surgical, Inc. Trade Debt $0 9954 Maryland Drive Suite 400 Henrico, VA 23233 12. Medline Industries Inc. Trade Debt $0 Dept CH 14400 Palatine, IL 60055-4400 13. Medtronic USA Trade Debt $0 710 Medtronic Parkway Minneapolis, MN 55432 14. Organogenesis, Inc. Trade Debt $0 150 Dan. Rd. Canton, MA 02021 15. Rural Hospital Loan $6,891,990 Acquisition, LLC c/o J. Clay Christensen, Esq. Christensen Law Group, PLLC 3401 N.W. 63rd Street, Suite 600 Oklahoma City, OK 73116 16. Smith & Son Trade Debt $0 Building Center 117 SE 2nd St. Anadarko, OK 73005 17. Stability Biologics Trade Debt $0 2026 Fransworth Dr. Nashville, TN 37205 18. US Foodservice Trade Debt $0 7950 Spence Road Fairburn, GA 30213 RHA STROUD: Files for Bankruptcy Due to Staffing Dispute -------------------------------------------------------- Lauren Coleman-Lochner of Bloomberg News reports that RHA Stroud LLC and RHA Anadarko, Inc. filed for Chapter 11 bankruptcy on Oct. 25, 2020, citing a dispute with a staffing company that provided services and financing. The bankruptcy filing follows a lawsuit by First Physicians for money judgments on two promissory notes and a lease, and to evict the hospitals from the leased premises. The Company's CEO says he's "confident" that Chapter 11 reorganization will allow debtors "to emerge as a profitable health-care system." About RHA Stroud LLC RHA Stroud LLC and RHA Stroud LLC and RHA Anadarko, Inc., operate two hospitals in rural Oklahoma -- the Stroud Regional Medical Center in Stroud, Oklahoma, and The Physicians' Hospital in Anadarko, in Anadarko, Oklahoma. They are the largest non-profit health-care system in Lincoln and Caddo counties, with combined annual revenues of $94.3 million in fiscal year 2019. One Cura Health f/k/a One Cura Wellness is the parent non-profit organization. Both hospitals are designated critical care facilities. RHA Stroud LLC and RHA Anadarko, Inc., sought Chapter 11 protection (Bankr. W.D. Okla. Case No. 20-13482 and 20-13483) on Oct. 25, 2020. RHA Stroud was estimated to have $10 million to $50 million in assets and $50 million to $100 million in liabilities. Akerman LLP, led by David W. Parham and Esther McKean, is the Debtors' counsel. Rubenstein & Pitts, PLLC, led by Michael A Rubenstein, is the Oklahoma counsel. RTI HOLDING: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 on Oct. 26, 2020, appointed a committee to represent unsecured creditors in the Chapter 11 cases of RTI Holding Company, LLC and its affiliates. The committee members are: 1. National Retail Properties, L.P. Attn: Chris Tessitore 450 S, Orange Ave., Suite 900 Orlando, Florida 32801 Phone: (407) 650-1115 chris.tessitore@nnnreit.com 2. Wendover ZS LLC Attn: Dr. Hassan 130 Breezy Pent Dr. Yorktown, VA 23692 Phone: (757) 897-7782 hahassan35@gmail.com 3. Denny Kagasoff 4150 Chestnut Ave. Long Beach CA 90807 denny@dennykagasoff.com 4. Performance Food Group, Inc. Attn: Brad Boe 188 Inverness Drive, 7th Floor Englewood, CO 80112 Phone: (303) 898-8137 brad.boe@pfgc.com 5. Strategic Equipment, LLC Attn: Glenn Kirtley 3011 Industrial Pkwy East Knoxville, TN 37921 Phone: (865) 545-5259 glenn.kirtley@trimarkusa.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About RTI Holding Company RTI Holding Company, LLC and its affiliates develop, operate and franchise casual dining restaurants in the United States, Guam, and five foreign countries under the Ruby Tuesday brand. The company-owned and operated restaurants (i.e. non-franchise) are concentrated primarily in the Southeast, Northeast, Mid-Atlantic and Midwest regions of the United States. On Oct. 7, 2020, RTI Holding Company and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12456). At the time of the filing, the Debtors disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge John T. Dorsey oversees the cases. Pachulski Stang Ziehl & Jones LLP and CR3 Partners LLC serve as the Debtors' legal counsel and financial advisor respectively. Epiq Corporate Restructuring LLC is the claims, noticing and solicitation agent and administrative advisor. RUBIO'S RESTAURANTS: Files for Chapter 11 With Prepackaged Plan --------------------------------------------------------------- Rubio's Coastal Grill, the Carlsbad-based chain known for its fish tacos, sought Chapter 11 protection in Delaware. "As is the case with nearly every restaurant in the country, Rubio's Coastal Grill has spent the last eight months navigating the challenges imposed by the COVID-19 pandemic," the Company said in its Web site. "We quickly adapted the way we serve our food, launching family meal kits and offering contact-free takeout and delivery options, so our customers can continue to enjoy our fresh, delicious, coastal-inspired food when and where they want it." "Rubio's is also revising its financial structure. Rubio's reached agreement on a comprehensive financial restructuring with its sponsor, Mill Road Capital, and its lenders, funds managed by Golub Capital, to recapitalize the Company. To implement the restructuring, today the Company filed a prepackaged plan with the acceptance of its lenders, and voluntarily filed petitions for bankruptcy protection. Rubio's expects to complete this process by the end of the year." "Most importantly, please know that it is business as usual at our restaurants. This plan allows Rubio's to continue serving our guests the same great food they have enjoyed since 1983 for many years to come." According to CBS 8, Golub Capital, the company's prebankruptcy secured lender, has agreed to provide an $8 million loan to help Rubio's cover expenses during bankruptcy. Private equity firm Mill Road Capital, which owns Rubio's, has agreed to provide an additional $6 million of equity financing as part of its bankruptcy plan, court papers show, Bloomberg reported. About Rubio's Coastal Grill Rubio's Coastal Grill, formerly known as Rubio's Fresh Mexican Grill -- http://www.rubios.com/-- is a fast casual "Fresh Mex" or "New Mex" restaurant chain specializing in Mexican food, with an emphasis on fish tacos. Rubio's began as a walk-up taco stand in Mission Bay in 1983. Headquartered in Carlsbad, Calif., Rubio's Restaurants, Inc., and its affiliates are operators and franchisors of 170 limited service restaurants in California, Arizona, and Nevada under the Rubio's Coastal Grill concept. Rubio's Restaurants, Inc., doing business as Rubio's Coastal Grill and Rubio's Fresh Mexican Grill, along with its affiliates, sought Chapter 11 protection (Bankr. D. Del. Case No. 20-12688) on Oct. 26, 2020. Rubio's Restaurants was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Mary F. Walrath is the case judge. The Debtors tapped ROPES & GRAY LLP as bankruptcy counsel; YOUNG CONAWAY STARGATT & TAYLOR, LLP, as Delaware counsel; MACKINAC PARTNERS LLC as restructuring advisor; and GOWER ADVISERS as investment banker. B. RILEY FINANCIAL, INC., is the real estate advisor. STRETTO is the claims agent. RUBY TUESDAY: Obtains Two-Month Rent Payment Deferral ----------------------------------------------------- Rick Archer of Law360 reports that a Delaware bankruptcy judge on Oct. 22, 2020, gave Ruby Tuesday a 60-day rent payment deferral after hearing that the casual dining chain has promised its landlords a cut of a retirement plan trust fund the company is seeking to claim to pay down its debts. At a remote hearing, U.S. Bankruptcy Judge John Dorsey ruled that Ruby Tuesday needs to delay its $5.5 million in rent payments and that it had provided its landlords with adequate assurance that they will pay up by the time the Chapter 11 case is done. Ruby Tuesday filed for Chapter 11 protection on Oct. 7, 2020, listing $42 million in secured debt along with $18.8 million in unsecured debt. It blamed the COVID-19 closure of all but one of its 421 locations, coupled with a shift in customer preferences away from casual dining. The company said it intends to restructure its debt through a debt-for-equity swap with its secured lenders, but it will also explore a sale of its operating assets with those same lenders potentially serving as a stalking horse bidder. During the pandemic, Ruby Tuesday decided to permanently close 71 restaurants and is seeking to further shutter 185 locations with an eye toward emerging from bankruptcy with between 175 and 200 restaurants, according to the company. At Thursday's hearing, Judge Dorsey granted the chain's request to establish lease rejection procedures before hearing its arguments for a 60-day rent deferral, starting on the Chapter 11 filing date. Counsel for Ruby Tuesday said that while nearly all its restaurants have reopened, all of them are under some kind of capacity restriction. Despite efforts to promote takeout, dining revenues remain down 30%. Ruby Tuesday counsel Richard Pachulski said that though the company is working to increase revenue — noting it was down 80% when the closures began — at this point, it can't pay its November rent without going to its debtor-in-possession lender for more money. "The lender will not provide it, and we will have to convert the case," he said. A number of landlords had filed objections to the proposal, but Ruby Tuesday said nearly all had dropped their objections after the company promised to set aside $2.74 million for rent payments out of the possible recovery from liquidating its so-called "Rabbi Trust." On Nov. 12, Judge Dorsey is scheduled to hear Ruby Tuesday's arguments that it is entitled to liquidate the nearly $22.5 million "Rabbi" trust fund established in 1992 as part of two so-called "top hat" deferred compensation plans. The company is arguing that the trust agreement calls for the trust to be treated as an estate asset in bankruptcy. One landlord, SFC RD Funding IV, remained unconvinced, contending that this pledge was not adequate protection and that Ruby Tuesday's DIP budget did not provide for payment of the deferred rent upon the expiration of the 60 days, which it claimed is required by the Bankruptcy Code. "SFC should not be forced to act as an involuntary creditor," SFC counsel Katherine Anderson Sanchez said, arguing that the deferred rent could leave the company administratively insolvent. Judge Dorsey, however, found that the chain had provided adequate protection and that the Bankruptcy Code did not require immediate payment, instead turning the deferred rent into an administrative claim. About Ruby Tuesday Inc. Founded in 1972 in Knoxville, Tennessee, Ruby Tuesday, Inc. -- http://www.rubytuesday.com/-- is dedicated to delighting guests with exceptional casual dining experiences that offer uncompromising quality paired with passionate service every time they visit. From signature handcrafted burgers to the farm-grown goodness of the Endless Garden Bar, Ruby Tuesday is proud of its long-standing history as an American classic and international favorite for nearly 50 years. The Company currently owns, operates and franchises casual dining restaurants in the United States, Guam, and five foreign countries under the Ruby TuesdayÂ® brand. On Oct. 7, 2020, Ruby Tuesday, Inc., and 50 affiliates sought Chapter 11 protection. The lead case is In re RTI Holding Company, LLC (Bankr. D. Del. Lead Case No. 20-12456). Ruby Tuesday was estimated to have $100 million to $500 million in assets as of the bankruptcy filing. The Hon. John T. Dorsey is the case judge. Ruby Tuesday is advised by Pachulski Stang Ziehl & Jones LLP as legal counsel, CR3 Partners, LLC, as financial advisor, FocalPoint Securities, LLC, as investment banker, and Hilco Real Estate, LLC, as lease restructuring advisor. Epiq is the claims agent, maintaining the page https://dm.epiq11.com/RubyTuesday RYAN ENVIRONMENTAL: Hires Sheehan & Associates as Counsel --------------------------------------------------------- Ryan Environmental, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of West Virginia to employ Sheehan & Associates, PLLC, as counsel to the Debtor. Ryan Environmental requires Sheehan & Associates to: (a) give the Debtor-in-Possession advice with respect to its powers and duties and assist in the administration of the Debtor' estate and preparation of a plan of reorganization; (b) prepare on behalf of the Debtor-in-Possession any necessary applications, motions, reports and other pleadings; (c) represent the Debtor-in-Possession at hearings on various motions, applications and proceedings; (d) investigate and institute any proceedings relating to transactions between the Debtor and his creditors; and (e) perform such other legal services as shall be necessary and appropriate in connection with the Debtor-in- Possession's performance of his duties. Sheehan & Associates will be paid at these hourly rates: Sheehan & Associates received from the Debtor the amount of $13,717 prior to the filing. Of that sum, the Firm paid the filing fee of $1,717, and $12,000.00, for fees and expenses. Sheehan & Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. Martin P. Sheehan, partner of Sheehan & Associates, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Sheehan & Associates can be reached at: Martin P. Sheehan, Esq. SHEEHAN & ASSOCIATES, P.L.L.C. 1 Community St., Ste 200 Wheeling WV 26003 Tel: (304) 232-1064 Fax: (304) 232-1066 FAX E-mail: SheehanBankruptcy@WVDSL.net About Ryan Environmental, LLC 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. SECUR O&G: Unsecureds to Recover 2% in Reorganization Plan ---------------------------------------------------------- Secur O&G LLC submitted a Plan of Reorganization. This Plan provides for one class of secured claims, no class of priority unsecured claims and one class of general unsecured claims. Unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at $.02 on the dollar if the anticipated purchaser of assets performs the environmental cleanup. This Plan also provides for the payment of administrative and priority claims to the extent permitted by the Code within 60 months. The Plan provides: * Class 1 Administrative Expense Claim Under 11 U.S.C. 507. The Administrative claim of the Subchapter V Trustee shall be paid prior to confirmation. * Class 2 Secured Creditors: Prosperity Bank is a secured creditor with a valid first lien on all assets. The Debtor believes Prosperity Bank will waive any payment on their claim. * Class 3 Unsecured Creditors: Unsecured general claims under Sec. 502 of the Code will be paid a total of 2% of their claim within 1 year of confirmation without interest. It will fund the plan payments from its sales and other income made in the ordinary course of its business. A full-text copy of the Plan of Reorganization dated August 26, 2020, is available at https://tinyurl.com/y5blh8e4 from PacerMonitor.com at no charge. Counsel for Debtor: ANDREW S. NASON Pepper & Nason 8 Hale Street Charleston, WV 25301 Tel: (304) 346-0361 About Secur O&G LLC Secur O&G LLC offers liquid and solid waste processing and disposal services for the oil and gas industry. In early 2018, the board of SECUR, LPT, LLC decided to build an oil and gas waste processing facility for both solid and liquid waste. Given the expertise that LPT had in handling, transporting and disposing of low-level radioactive waste, the board thought it was a natural fit to deal with liquid and solid waste that contained NORM and TENORM. The board identified a site in West Virginia, formed SECUR O&G and began building the facility in Spring 2018. Secur O&G LLC filed a Chapter 11 petition (Bankr. S.D. W.V. Case No. 20-60053) on May 29, 2020. In the petition signed by Tim Wegener, manager, the Debtor disclosed $458,421 in total assets and $5,568,876 in total liabilities. The Hon. Frank W. Volk is the case judge. PEPPER AND NASON, led by Andrew S. Nason, William W. Pepper, Daniel Lattanzi, and Emmett Pepper, is the Debtor's counsel. SEVEN GENERATIONS: S&P Alters Outlook to Stable, Affirms 'BB-' ICR ------------------------------------------------------------------ S&P Global Ratings revised its outlook on Seven Generations Energy Ltd. to stable from negative and affirmed its 'BB-' long-term issuer credit and issue-level ratings on Seven Generations. The outlook revision reflects improved prospects that Seven Generations will generate and sustain leverage commensurate with the current rating. S&P said, "We now expect the company's adjusted FFO-to-debt to average 40% over the next two years, consistent with our previously published outlook trigger to stable from negative. The improvement in our estimated credit measures from earlier this year is predominantly underpinned by our expectation for free cash flow generation and our improved near-term outlook on natural gas prices. Our estimates also continue to incorporate Seven Generations' sizable hedges, which have helped limit cash flow impact from lower commodity prices in 2020." The company earned a hedging gain of C$170 million in the first half of 2020 and has more than 85% of its condensate volumes for the second half of 2020 hedged at US$45 per barrel, which limits downside revenue and cash flow risk. S&P said, "The stable outlook reflects our expectation that the company's competitive cost structure and financial prudence will enable it to maintain FFO-to-debt above 30%. Specifically, we expect the FFO-to-debt ratio to average 40% over the next two years." "We could lower the rating over the next 12 months if we expect our two-year, weighted-average FFO-to-debt to approach 30%, with limited prospects of improvement, while also generating negative free cash flows. This could occur if hydrocarbon prices underperformed our current assumptions, and capital spending outpaced internally generated cash flows." "We believe an upgrade is unlikely without a meaningful improvement in Seven Generations' PD ratio, consistent with that of higher-rated North American peers in the 'BB' ratings category. For an upgrade, we would also expect the company to sustain its adjusted FFO-to-debt ratio above 45%." SHEPPARD AND SON: Court Approves Disclosure Statement ----------------------------------------------------- Judge Austin E. Carter has ordered that the Disclosure Statement filed by Sheppard and Son Properties, LLC is approved. That a hearing for the consideration of confirmation of the Plan and any objections to confirmation of the Plan will be held on October 27, 2020 at 10:00 A.M. in 433 Cherry Street, Courtroom B, Macon GA 31201. Any objection to confirmation of the Plan must be filed and served on or before October 21, 2020. Ballots are due on or before October 21, 2020. About Sheppard and Son Properties Sheppard and Son Properties, LLC, a nonresidential building operator in Cordele, Georgia, filed a Chapter 11 petition (Bankr. M.D. Ga. Case No. 18-11388) on Nov. 6, 2018. In the petition signed by Greene Wylie Sheppard, Jr., sole member, the Debtor disclosed $1,202,487 in total assets and $224,757 in total liabilities. The case is assigned to Judge Austin E. Carter. The Debtor is represented by Emmett L. Goodman, Jr., LLC. SHIELDS HEALTH: S&P Affirms 'B-' ICR on 1st-Half 2020 Performance ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on Specialty pharmacy integrator and accelerator Shields Health Solutions Holdings LLC (Shields). The outlook is stable, reflecting S&P's expectation for double-digit-percent revenue growth and positive free cash flow generation over the next 12 months, despite leverage of more than 5.0x. The rating on Shields continues to reflect its very small scale, narrow business focus, and high customer concentration. Shields remains a niche specialty pharmacy operator, with only around $135 million in revenue for the 12-month period ended June 30, 2020. The company exhibits significant customer concentration among its older partners, as the top client (which also has an equity stake in Shields) accounts for 30% of revenue, and the top three clients account for 48% of revenues. Shields has rapidly increased the number of signed contracts in recent years and as these pharmacies mature, S&P expects them to gradually capture a greater proportion of the fulfillment opportunity. This should contribute to rapid revenue growth for Shields over the next few years. S&P said, "We think growth is also supported by positive dynamics within the broader specialty pharmacy industry, which is expected to grow at a double-digit-percent rate. While barriers to entry in this specialty pharmacy integration space are relatively light, Shields does hold a first mover's advantage, and has the institutional knowledge and experience to capture a good proportion of prescription fulfillment opportunities. We understand that there have been upstart competitors recently, which have had more limited success. However, we think a business relationship with a given hospital is relatively sticky, given the long-term contracts with Shields and deep integration into the health system workflow." S&P continues to view regulatory risk as material, given Shields' reliance on the 340B drug-pricing program. The 340B drug-pricing program offers eligible hospitals that serve underinsured patients ("safety-net providers") discounts on the purchase of outpatient drugs. The design of the 340B program has faced criticism from the pharmaceutical industry and ineligible hospitals over the deployment of proceeds by eligible hospitals and has been challenged several times on Capitol Hill. A majority of the fulfillment revenue associated with Shields' specialty pharmacy programs is derived from the sale of 340B drugs, so legislative reform or repeal would have implications for the company. Just recently, an executive order focused on the pass-through of 340B discounts for insulin and EPiPens to patients was signed and CMS announced further cuts to Medicare Part B reimbursements for 340B drugs. While Shields is not affected (the EO applies only to the approximately 1,000 Federally Qualified Health Centers in the 340B program and Shields' programs focus primarily on Medicare Part D/outpatient drugs), this could be the start of further calls for reform of the program. Operating performance was not affected by the COVID-19 pandemic, but S&P expects leverage to remain elevated above 5x. All of Shields' pharmacies remained open for the duration of government-enforced lockdowns and mail order capabilities allowed for the remote servicing of patients. This enabled volumes to trend up on a year-over-year basis. S&P said, "Despite this improved performance, we expect Shields to remain highly leveraged. Adjusted debt to EBITDA was 5.1x as of June 30, 2020, and we expect it to be around 5x at year-end 2020. Given the low capital intensity of the business, we expect positive cash flow generation of around $11 million. We expect that excess cash flow will be used for tuck-in mergers and acquisitions or dividends." "The stable outlook reflects our expectation for greater than 20% revenue growth per year, driven by an increasing capture rate of fulfilment revenue at existing health systems, the gradual addition of new health systems, and our expectation for continued rapid growth of the specialty pharmacy market. We also expect positive free operating cash flow (FOCF), despite adjusted leverage exceeding 5x." "We could consider lowering the rating if Shields is unable to scale up existing health systems and struggles with nonaccretive new additions, resulting in higher-than-expected expenses, significantly hampered revenue growth, and persistent free cash deficits." "Although unlikely over the next 12 months, we could consider a higher rating if Shields is more successful than expected at increasing the capture rate of fulfillment revenue at newer health systems, materially increasing the scale of its business and pushing adjusted leverage below 5.0x as a result of EBITDA expansion. We would also need to believe that the financial sponsor and other controlling owners are committed to a conservative financial policy that would keep leverage at that level." SMYRNA READY MIX: S&P Assigns 'B+' ICR; Outlook Stable ------------------------------------------------------ S&P Global Ratings assigned its 'B+' long-term issuer credit rating to Smyrna, Tenn.-based ready mix concrete company Smyrna Ready Mix Concrete LLC (SRM) and also assigned its 'B+' issue-level rating and '3' recovery rating to the company's first-lien term loan B. The stable outlook reflects S&P's expectation that SRM will continue to improve its market presence through the end of 2020 and into 2021 via planned acquisitions and organic growth, and that S&P expects further EBITDA growth due to improvements in residential and commercial construction. S&P also expect margin improvement through realization of synergies from acquisitions. The ratings on Smyrna Ready Mix Concrete LLC are currently constrained by the company's smaller scale, high debt leverage, and aggressive acquisition strategy partially offset by solid margin profile and improving end market diversification. In the U.S., SRM has limited size and scope of operations compared with larger, better capitalized building materials peers. Pro forma for the acquisitions, SRM's sales are likely to exceed $1 billion in a highly fragmented, highly competitive industry subject to demand swings and increased price competition in down construction cycles. The company currently has operations in 14 states including Tennessee, Florida, South Carolina, Georgia, Kentucky, and Texas. The company operates in regions where other larger, more established peers have less of a presence. SRM's end market revenues are weighted toward residential construction at 57%, then commercial construction at 39%, and the remaining 4% stemming from infrastructure. S&P said, "Our ratings also reflect the company's very rapid growth over the past several years, which is continuing with its latest proposed acquisitions. SRM's aggressive acquisition strategy has doubled the company's size the past year and a half and we expect the current acquisitions to nearly double the company's size again." The ratings also reflect the ready mix concrete business, in general, as having volatile revenues and margins due to its exposure to cyclical residential and commercial construction end markets. S&P said, "We note these end markets have been resilient through the COVID pandemic and have shown growth and improvement as new home construction and residential remodeling has rebounded strongly since the beginning of the pandemic. Ready-mix concrete companies typically operate with low margin profiles. However, Smyrna's margins are higher than those of rated peers, which it attributes to providing superior service and specialty concrete formulations that creates efficiencies for builders and contractors by saving labor and time. Although SRM has a smaller, but rapidly growing revenue base compared with other rated peers, we see it as having potential to increase EBITDA margins by leveraging pricing, an integrated supply base, and other proven cost-reduction strategies, and benefits from applying these strategies to newly acquired operations." "We anticipate leverage to remain above 4x. SRM is a newly rated entity that has experienced large revenue growth due to debt-financed acquisitions through 2019 and 2020. We anticipate the company to maintain its current leverage metrics of 4 xto 4.5x debt to EBITDA into 2021 on a pro forma basis, with potential for further improvement in EBITDA margins and leverage metrics thereafter, depending on the success of existing integration efforts and future acquisition activity. SRM's primary growth strategy is to consolidate the highly fragmented ready-mix concrete segment through acquisition. We view this growth strategy as having the potential to add volatility to earnings because acquisitions carry inherent integration and leveraging risks. While current leverage is elevated because of the use of debt to fund acquisitions, we note the company has funded its extensive fleet and concrete plants with operating cash flow. As a result, in the event of a construction downturn, the company is not saddled with high fixed-operating costs as the carrying cost of its fleet and plant assets will be minimal given they are not debt encumbered." "Despite COVID-19-related impacts in the U.S, we expect earnings to be upheld by stronger-than-anticipated home building numbers and growth from recent acquisitions. Pandemic-related uncertainties have eased as the company was able to grow adjusted EBITDA every month in the second quarter. SRM is poised to benefit from strong new single-family construction sales and cost-saving measures that will improve operating expenses. To help offset some of the near-term volatility and provide financial flexibility, SRM pursued various cost-saving initiatives to preserve its margins (and leverage) in the event of flatter revenue generation. The company's flexible and variable cost structure as well as minimal lease operating cost requirements helps it reduce operating costs greatly in response to tepid demand, as witnessed in April and May of 2020. However, large cost outlays to integrate recent acquisitions and transaction costs will stem EBITDA margins for the nearer months, which results in current debt leverage of more than 4x. We do not expect the company to grow via large debt-funded acquisitions in the next 12 months, but focus on improving operating efficiencies such that their debt-to-EBITDA leverage metrics will reach below 4x and trend toward 3x." "The stable outlook reflects S&P Global Ratings' expectation that SRM will continue to improve its market presence through the end of 2020 and into 2021. We expect further EBITDA growth due to improvements in residential and commercial construction as well as margin improvement through on-boarding acquisitions. In addition, we expect the company will not fund any additional large debt-financed acquisitions and that it will maintain adequate liquidity, while adjusted leverage trends toward and potentially below 4x. We expect leverage will exceed 4x on a temporary basis immediately following acquisitions, but we would expect deleveraging to occur within several quarters as synergies and enhancements to operations are realized." S&P could raise the rating if SRM: -- Executes its acquisition-driven growth strategy, including successful integration of its five proposed acquisitions, such that enhancement to operations and synergies elevate its earnings to where adjusted debt to EBITDA improves to below 4x with no sign of degradation. -- Further improves its vertical integration into aggregates, which will further expand operating margins and improve operating cash flow. While achieving these expectations, the company maintains its adequate liquidity position and refrains from further increasing debt leverage to fund additional acquisitions or distributions. S&P could lower the rating if: -- SRM is not able to generate earnings and synergies from acquisitions, causing debt leverage to exceed 5x with little prospect of near-term improvement. -- There is a major shift in the residential and commercial concrete markets such that overall demand declines, pressuring volumes and potentially pricing and resulting in lower-than-expected EBITDA, driving debt leverage upward. STUDIO MOVIE GRILL: Gets Chapter 11 Rent Relief ----------------------------------------------- Law360 reports that bankrupt movie theater chain Studio Movie Grill received permission from a Texas judge Monday, October 26, 2020, to defer its lease obligations for 60 days to renegotiate its rent payments as it deals with a COVID-19-fueled cash burn of $3 million per month. During an initial court appearance in Dallas, debtor attorney Frank J. Wright of The Law Offices of Frank J. Wright PLLC said the outbreak of the coronavirus in March 2020 led to the closure of Studio Movie Grill's 33 theater-restaurant locations in 10 states and that 21 have since reopened into an uncertain business environment that is causing the company to bleed. About Studio Movie Grill Studio Movie Grill and its affiliates operate a chain of movie theatres that include full-service dining during the show. Studio Movie Grill is based in Dallas and runs 33 theater-restaurants. Studio Movie Grill Holdings, LLC, and its affiliates sought Chapter 11 protection (Bankr. N.D. Tex. 20-32633) on Oct. 23, 2020. Studio Movie Grill was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Stacey G. Jernigan is the case judge. The LAW OFFICES OF FRANK J. WRIGHT, PLLC, is the Debtor's counsel. SUNNIVA INC: CCAA Stay Stay Extended to Nov. 27 ----------------------------------------------- Sunniva Inc. (CSE:SNN) (OTC Pink Sheets:SNNVF) has obtained an amended and restated initial order under the Companies Creditors Arrangement Act (Canada) and an order implementing a claim process to identify and determine all claims against Sunniva and its wholly owned subsidiaries, Sunniva Medical Inc., 1167025 B.C. Ltd. and 11111035 Canada Inc. As previously reported, Alvarez & Marsal Canada Inc. has been appointed as monitor in the CCAA proceedings. The Amended and Restated Initial Order authorizes an extension to the initial stay period to and including Nov. 27, 2020. The First Stay Extension is intended to allow the Sunniva Group to continue to operate as it implements the Claim Process, while pursuing restructuring options. The Company will continue to consider strategic alternatives in order to maximize value for its stakeholders. CP Logistics, LLC, a wholly-owned US based subsidiary of the Company, has engaged Deer Pond Capital, Ltd. as financial advisor to assist in this process. The Court has approved the Company to pay certain consulting fees to Deer Pond on behalf of CP Logistics, LLC. In accordance with the policies of the Canadian Securities Exchange, in connection with the CCAA proceedings, the CSE will be reviewing the continued listing of the common shares of the Company. The common shares of the Company have been subject to a cease trade order since June 22, 2020 for failure to file certain financial documents. Trading of the shares will continue to be suspended until the CCAA process has been completed and the cease trade order has been revoked. A copy of the initial order as well as the other materials filed in these CCAA proceedings my be obtained at https://www.alvarezandmarsal.com/Sunniva. Monitor can be reached at: Alvarez & Marsal Canada Inc. Attn: Anthony Tillman Pinky Law 1680 - 400 Burrard Street Vancouver, BC V6C 3A6 Tel: 604-638-7440 Email: atillman@alvarezandmarsal.com pinky.law@alvarezandmarsal.com Counsel for the Monitor: Cassels Brock & Blackwell LLP Attn: Mary I.A. Buttery H. Lance Williams Sue Danielisz 2200 - 885 West Georgia Street Vancouver, BC V6C 3E8 Tel: 604-691-6100 Email: mbuttery@cassels.com lwilliams@cassels.com sdanielisz@cassels.com Counsel for Companies: Borden Ladner Gervais LLP Attn: Lisa Hiebert Ryan Laity Mary Grace Johnstone 1200 - 200 Burrard Street Vancouver, BC V7X 1T2 Tel: 604-687-5744 Email: lhiebert@blg.com rlaity@blg.com mjohnstone@blg.com Sunniva Inc. -- https://www.sunniva.com/ -- operates as a bio-pharmaceutical company. The Company develops and produces cannabis based pharmaceutical products. SURGERY PARTNERS: S&P Affirms 'B-' ICR; Outlook Stable ------------------------------------------------------ S&P Global Ratings affirmed its 'B-' issuer credit rating on Surgery Partners Inc. and removed all the ratings from CreditWatch, where S&P placed them with negative implications on March 25, 2020. The outlook is stable. S&P said, "The stable outlook reflects our view that demand for Surgery Partners' services will steadily improve, but we believe there is continued uncertainty due to the coronavirus pandemic. However, we do not expect widespread stay-at-home orders similar to what occurred in March and April." Surgery volume has recovered to near pre-COVID levels. Surgery Partners' revenue declined significantly in the second quarter of 2020 amid widespread stay-at-home orders, the U.S. Surgeon General's and other state and federal agencies' recommendation that elective surgical procedures be postponed, and patient fear of visiting health care facilities. After reaching its trough in April, surgery volume has steadily recovered each month and now is near pre-COVID-19 levels. Liquidity risks have lessened. With better cash flow due to faster-than-anticipated recovery in patient volume; stimulus benefits, including $48 million in CARES Act grant monies and $120 million in advanced payments from the CMS; and full revolving credit facility availability, S&P believes liquidity risks have lessened. Surgery Partners also completed two debt financings totaling $235 million in April and July 2020 for general corporate purposes and to fund growth-related activities including potential acquisitions and received proceeds from the September sale of its anesthesia business. S&P said, "We expect debt-to-EBITDA leverage to be temporarily elevated in 2020. We expect weaker financial results in 2020 to cause debt-to-EBITDA leverage to be temporarily elevated in 2020. But we view the pandemic as a business disruption and not a change in the company's business fundamentals. We believe several industry tailwinds, including the ongoing shift to outpatient facilities from inpatient facilities, remain in place. We expect the return of near-normal business performance to help bring leverage down closer to both our projected and its historical levels in 2021 as the pandemic subsides. However, we continue to expect discretionary cash flow deficits in 2020 and 2021, partly related to growth investments." "We expect the company will resume acquisitions to drive external growth. We believe Surgery Partners' acquisition pipeline is robust and that the pandemic has created additional attractive acquisition opportunities. With ample cash on hand and full availability of its revolving credit facility, we expect Surgery Partners will complete several acquisitions totaling about $100 million over the next 12 months to supplement organic growth." "The stable outlook reflects our expectations for mid-single-digit percent organic revenue growth supplemented by acquisitions and margin improvement. We believe the company has sufficient cash flow and liquidity to support both its operations and modest level of acquisition activity." "We could lower the rating if we believed discretionary cash flow deficits (after distribution to non-controlling interests) would widen and persist, which would lead us to question the sustainability of the capital structure. This scenario would entail little to no organic revenue growth and margin expansion." "We could raise the rating if the company were able to increase revenue by about 25% through growing case volume and revenue per case such that it led to the generation in excess of $40 million of discretionary cash flow (after distributions to non-controlling interests). We estimate under this scenario, adjusted leverage would be in the mid-9x area (including preferred equity as debt)." TATUNG COMPANY: Hires Grobstein Teeple as Tax Accountant -------------------------------------------------------- Tatung Company of America, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Grobstein Teeple LLP, as tax accountant to the Debtor. Tatung Company requires Grobstein Teeple to aid the Debtor with any accountancy tax issues raised in connection with the proposal and confirmation of the Debtor's Plan. Grobstein Teeple will be paid at these hourly rates: Partners $310 to $505 Mangers & Directions $200 to $375 Staff & Senior Accountants $115 to $285 Paraprofessionals $85 to $125 Grobstein Teeple will also be reimbursed for reasonable out-of-pocket expenses incurred. Kermith Boffill, partner of Grobstein Teeple LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Grobstein Teeple can be reached at: Kermith Boffill GROBSTEIN TEEPLE LLP 6300 Canoga Avenue, Suite 1500W Woodland Hills, CA 91367 Tel: (818) 532-1020 About Tatung Company of America Founded in 1972, Tatung Company of America, Inc., is a privately held California corporation headquartered in Long Beach, California, that specializes in the manufacturing and distribution of technology products for computers and electronics original equipment manufacturers like personal computer monitors, home appliances, point-of-sale equipment, air conditioners, coolers, and purifiers. The company also provides tech-solutions for some of the leading PC system manufacturers and original equipment manufacturers (OEM) around the world, including offerings like third-party logistics and procurement services to individuals and corporate customers globally. The company expanded its market scope to provide world-class products and services to the industrial and educational sectors. Predominantly a business-to-business enterprise, it also manufactures and distributes a variety of display products to the gaming, educational, and security industries. Tatung Company of America sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-21521) on Sept. 30, 2019. In the petition signed by CRO Jason Chen, the Debtor was estimated to have $10 million to $50 million in both assets and liabilities. Judge Neil W. Bason oversees the case. Debtor has tapped Levene, Neale, Bender, Yoo & Brill, LLP as its legal counsel and E&W Consulting, LLC as its financial advisor. Jason Chen of E&W Consulting is Debtor's acting chief restructuring officer. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Oct. 22, 2019. Goldstein & McClintock, LLP and RSR Consulting, LLC serve as the committee's legal counsel and financial advisor, respectively. TBH19 LLC: Debtor Objects to Disclosure and Plan of DBD Credit -------------------------------------------------------------- TBH19, LLC, a Delaware limited liability company, submitted an objection to the form of the Second Amended Disclosure Statement and Plan filed by DBD Credit Funding LLC. The Debtor points out that the Disclosure Statement fails to provide an adequate valuation of Debtor's property. The Debtor asserts that the Disclosure Statement fails to provide an adequate disclosure of the methodology for determination and payment of alleged claims. The Debtor complains that the Disclosure Statement fails to provide a credible liquidation analysis. According to the Debtor, the Disclosure Statement is not supported by a proper declaration of its accuracy. The Debtor points out that the failure to provide adequate information and an adequate sale process renders the proposed Plan infeasible. The Debtor asserts that the Disclosure Statement fails to show any necessity for a liquidation trustee and the terms of the liquidation trust are patently unfair. The Debtor complains that the Disclosure Statement is also inadequate for other reasons. General Counsel for Debtor-in-Possession: ROBERT M. YASPAN, SBN 051867 JOSEPH G. McCARTY, SBN 151020 DEBRA R. BRAND, SBN 162285 LAW OFFICES OF ROBERT M. YASPAN 21700 Oxnard Street, Suite 1750 Woodland Hills, California 91367 Telephone: (818) 905-7711 Facsimile: (818) 501-7711 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 for 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. TIVITY HEALTH: S&P Places 'B' ICR on Creditwatch Positive --------------------------------------------------------- S&P Global Ratings placed all of its ratings on Franklin, Tenn.-based Tivity Health Inc., including the 'B' issuer credit rating, on CreditWatch with positive implications. The positive CreditWatch placement reflects an expected improvement in credit metrics and covenant cushion following debt repayment with divestiture proceeds. S&P said, "We expect Tivity to apply approximately $525 million in net divestiture proceeds towards the repayment of its $989 million first-lien term loan facilities. As a result, we forecast adjusted leverage to decline by at least 1.0x by mid-2021 (from 4.7x as of June 30, 2020) and covenant headroom to improve to at least 45% in 2020 and 15% in 2021." "While we expect the remainder of Tivity's business to face ongoing revenue pressure due to coronavirus constraints on gym operating capacity, we believe that per member per month revenues and cost-savings initiatives help cushion volume declines by providing a minimum baseline of revenues." "We intend to resolve the CreditWatch following the completion of the divestiture and subsequent debt repayment, which we expect to take place in the fourth quarter of 2020. In resolving the CreditWatch, we will also take into consideration anticipated operating performance and covenant headroom improvement. If Tivity completes the sale and applies proceeds to debt reduction as expected, resulting in adjusted leverage below 5x on a sustained basis, we would likely raise our issuer credit rating one notch to 'B+'." TOLEDO TOWN: Unsecureds Will Get Dividend of 100% ------------------------------------------------- Toledo Town Recreation II, L.L.C., submitted a Plan and a Disclosure Statement. Class 4 General unsecured creditors covers all unsecured claims and this Class will receive a pro rata distribution from the creditor's pool. Contributions to the creditor's pool shall come from monthly payments made by the Debtor from future operations of the Debtor. It is anticipated that the class will receive a dividend of 100% of the allowed unsecured claims. The Plan specifically provides: * Class 2 consists of the Allowed Secured Claim of the Bank of Montgomery. As of the date of filing of this Plan, the secured claim due the Bank of Montgomery was $1,982,050.28 inclusive of accrued interest and attorney fees in accordance with the proof of claim filed in this proceeding, with per diem interest accruing thereafter in the amount of $176.48. Subject to any payment changes resulting from changes in the Index, the Debtor will pay this loan in 119 monthly consecutive principal and interest payments in the initial approximate amount of $8,626.55 with interest calculated on the unpaid principal balances using an interest rate at The Wall Street Journal Prime rate as published in the Wall Street Journal (currently 3.250%) and one final payment on the one hundred twentieth (120th) month in an amount equal to the entire unpaid balance of principal and interest then due shall be immediately due and payable. The Bank of Montgomery's rights against any guarantors, including Kenneth D. Fa-Kouri, will remain unimpaired. * Class 3 consists of the Allowed Secured Claim of Merchants and Farmers Bank. This is a fully secured claim. As of the date of filing of this Plan, the secured claim due Merchants and Farmers Bank was $963,949.29 inclusive of accrued interest and attorney fees in accordance with the proof of claim filed in this proceeding. The Allowed Secured Claim of Merchants and Farmers Bank will accrue interest at the rate of 3.25% per annum from date until paid and will be satisfied by the payments of 119 equal monthly payments in the amount of $4,196.30 each, and one final payment on the 120th month in an amount equal to the entire unpaid balance of principal and interest then due shall be immediately due and payable. Merchants and Farmers Bank's rights against any guarantors, including Kenneth D. Fa-Kouri, will remain unimpaired. * Allowed Unsecured Creditors in Class 4 inlcude unsecured claims held by Fa-Kouri Realty ($180,000), Ken Fa-Kouri ($288,000), Ken Fa-Kouri Company ($325,000.00) and Ken Fa-Kouri Enterpises ($180,000). Each holder of an Allowed Unsecured Claim will share pro rata in funds to be disbursed from the Creditors Pool. Beginning on the first day of the second month following the Effective Date the Debtor shall deposit the sum of at least $300 per month into an account to be known as the Creditors Pool. The Debtor may pay more at it is the goal to pay 100% of the Allowed Unsecured Claims as soon as possible. These contributions shall continue for 36 consecutive months or until all Allowed Unsecured Claims have been paid in full. Payments and distributions under the Plan will be funded by future business operations of the Debtor. A full-text copy of the Disclosure Statement dated September 30, 2020, is available at https://tinyurl.com/y6p4djpc from PacerMonitor.com at no charge. Attorney for Toledo Town Recreation II: DAVID PATRICK KEATING THE KEATING FIRM, APLC P.O. Box 3426 Lafayette, LA 70502 Phone: (337) 233-0300 Fax: (337) 233-0694 Email: rick@dmsfirm.com About Toledo Town Recreation II Toledo Town Recreation II, LLC, is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Company owns 5.375 acres of land, together with all improvements near Toledo Bend Lake, comprised of 12 RV camping spots, 10 mobile home sites, six mobile homes, and 15 rental cabins, and a 50% interest in sewage treatment oxidation pond. The properties are valued at $1.8 million. The Company also owns five contiguous tracts of land totaling approximately 20.6 acres together with all improvements consisting of 37 RV camping spots, one rental cabin, conference building, welcome center, swimming pool, pavilion and various other buildings and improvements and a 50% interest in sewage treatment oxidation pond, all valued at $2.5 million. Toledo Town Recreation II, LLC, based in Opelousas, LA, filed a Chapter 11 petition (Bankr. W.D. La. Case No. 20-50407) on May 13, 2020. The petition was signed by Kenneth Fa-Kouri, managing member. In its petition, the Debtor disclosed $4,375,518 in assets and $3,802,302 in liabilities. The Hon. John W. Kolwe presides over the case. David Patrick Keating, Esq., at The Keating Firm, serves as bankruptcy counsel to the Debtor. ULTRA PETROLEUM: Rejection of Rockies Express Contract OK'd ----------------------------------------------------------- Bankruptcy Judge Marvin Isgur addressed whether Ultra Resources, Inc. may reject an executory contract with Rockies Express Pipeline LLC for the transportation of Ultra's natural gas. The contract has been approved by the Federal Energy Regulatory Commission ("FERC"). It is undisputed that rejection would be in the Estates' best interest. The sole issue litigated by the parties is whether the Court should deny the rejection based on public policy reasons. Upon analysis, Judge Isgur authorized the rejection, holding that FERC's regulatory involvement does not except the contract from rejection. The Court authorized rejection because the uncontroverted evidence demonstrates that rejection of the contract does not harm the public interest. Rejection will not cause (i) any disruption in the supply of natural gas to other public utilities or to consumers; or (ii) other material harm to the public health, safety or welfare. Ultra primarily engages in natural gas exploration and production in western Wyoming. Ultra develops "long-life natural gas reserves in the Pinedale and Jonah fields located in the Green River Basin." In order to transport its natural gas to market, Ultra has entered various gathering agreements with midstream service providers. One such provider is Rockies Express. Rockies Express transports natural gas along the Rockies Express Pipeline. The REX Pipeline enables Rockies Express to transport gas from southwestern Wyoming to eastern Ohio, and vice versa. Ultra was one of the original anchor shippers on the REX Pipeline when it was constructed. FERC regulates the REX Pipeline pursuant to the Natural Gas Act, as it does all interstate natural gas pipelines. FERC determined that REX Pipeline construction would be in the public interest because it would "benefit consumers across the nation by providing access to new, competitive supplies of domestic natural gas." On June 5, 2008, Ultra and Rockies Express entered into Firm Transportation Negotiated Rate Agreement No. 553082. This Original Agreement required Rockies Express to reserve space for and transport up to 200,000 MMBtu/day of Ultra's natural gas. In exchange, Ultra agreed to pay a fixed monthly reservation charge. Although it could have legally demanded security, REX did not receive any security from Ultra to assure payment of Ultra's obligation. The term of the Original Agreement lasted from November 2009 through November 2019. As an anchor shipper, Ultra's financial commitment helped induce construction of the REX Pipeline. Ultra benefitted significantly from construction of the REX Pipeline because the Pipeline brought "the Rocky Mountain prices available to Ultra in line with the much higher national prices." Prior to completion of the REX Pipeline, natural gas at the Opal Hub in Wyoming traded at an average annual price that was $2.88/MMBtu below the prices at the Henry Hub in Louisiana. By 2010, Opal gas traded at only $0.40/MMBtu below Henry Hub. Although there was a slight dispute as to how much of the price differential was due to the REX Pipeline, the Court finds that Ultra received material benefits from the construction of the REX Pipeline. Pursuant to the Original Agreement, Ultra made regular payments to Rockies Express totaling over $625 million. Those funds provided financial support for the construction of the REX Pipeline. However, on March 28, 2016, Rockies Express asserted that the Original Agreement terminated on account of Ultra failing to meet creditworthiness requirements. Rockies Express then filed a $300 million breach of contract action against Ultra in Texas state court. That lawsuit was stayed when Ultra filed its first chapter 11 petition on April 29, 2016. During Ultra's first bankruptcy, Ultra and Rockies Express negotiated a settlement of the breach of contract action. The settlement gave Rockies Express a $150 million general unsecured claim, which was paid in full pursuant to Ultra's confirmed plan of reorganization. Additionally, on Feb. 23, 2017, Ultra and Rockies Express executed a new Transportation Service Agreement and Firm Transportation Negotiated Rate Agreement. The term of the new Agreement runs from Dec. 1, 2019 through Dec. 31, 2026. Without requiring Ultra to dedicate any of its natural gas to the REX Pipeline, the Agreement created a firm capacity reservation on the REX Pipeline at a set rate. Ultra must pay for the capacity reservation whether or not it utilizes the pipeline. Over time, the Agreement requires Ultra to pay approximately $169 million for the reservation. Although Ultra had just concluded a bankruptcy case, Rockies Express again did not obtain any security for Ultra's $169 million obligation. The new Agreement did not take effect until December 2019. By the time the Agreement's term began, commodity prices were materially lower than when the parties entered the Agreement. Ultra suspended its drilling program in September 2019 and has never shipped natural gas on the REX Pipeline pursuant to the Agreement. Instead, Ultra has released its REX Pipeline capacity to other natural gas shippers. From December 2019 until March 2020, Ultra released its capacity to four separate shippers. From April 2020 until Oct. 31, 2020, Ultra has released its entire capacity to Occidental Energy Marketing, Inc. Ultra is required to pay Rockies Express the difference between the released rates and the rate under the Agreement. Ultra has not yet released any capacity for natural gas to be shipped after Oct. 31, 2020. On April 29, 2020, Rockies Express filed a petition with FERC seeking a declaratory ruling that Ultra may not reject the Agreement in bankruptcy without FERC's prior approval. FERC established May 29, 2020 as the comment due date for the petition. On May 14, 2020, prior to the comment due date, Ultra filed its present chapter 11 bankruptcy petition. Ultra filed this rejection motion that same day. At a hearing on May 29, 2020, the Court informed Rockies Express that pursuing the FERC petition for declaratory order would violate the automatic stay. Consistent with the Fifth Circuit's teachings in Mirant the Court requested that FERC "participate as a party-in-interest in these proceedings to argue and to comment on whether" rejection of the Agreement "would harm the public interest." FERC ultimately accepted the Court's request and fully participated in the proceedings before the Court. It examined witnesses, argued, and was a full participant. Although FERC participated in the proceedings, FERC's stated that it would not take a position on the public interest implications of rejecting this specific Agreement. Rockies Express moved for relief from the automatic stay on June 29, 2020, in order to pursue a declaratory judgment action with FERC regarding the public interest impact of rejection. FERC supported that motion. On July 22, 2020, the Court denied Rockies Express' request. Ultra sought to reject the Agreement pursuant to 11 U.S.C. section 365(a). No party questioned that the Agreement is an executory contract or that rejection of the Agreement is an appropriate exercise of Ultra's business judgment. Instead, Rockies Express opposed rejection based on the special nature of FERC-approved natural gas pipeline contracts, the public interest implications of rejection, and Ultra's ability to "free ride" on the REX Pipeline, post-rejection. Over the course of a multi-day evidentiary hearing, the Court heard extensive testimony on the public interest implications of rejection. According to Judge Isgur, the testimony that properly dealt with the effects of rejecting the Agreement shows that there is no evidence that rejection would harm the public interest. The Court asked Dr. Jeff Makholm, Ultra's expert witness, backed this conclusion. No party submitted any evidence suggesting that Ultra's rejection threatens the public health, safety, or welfare. Rejecting the Agreement effects the economic relationship between Ultra and Rockies Express, but poses no threat to the public. The evidence also showed that rejection will have no negative effect on the supply of natural gas to public utilities or consumers. David Honeyfield, Ultra's Chief Financial Officer, testified that Ultra has not shipped any natural gas on the REX Pipeline since the Agreement became effective. Additionally, Mr. Honeyfield said the rejection would neither increase nor decrease Ultra's overall natural gas production in the near term. Thus, rejection will neither reduce the volume of natural gas travelling along the REX Pipeline nor decrease the volume of natural gas that Ultra produces. Dr. Makholm also testified that rejection would not disrupt the supply of natural gas. That testimony was uncontroverted and illustrates that rejection cannot diminish the REX Pipeline's supply of natural gas. Ultra's contribution of natural gas to the REX Pipeline cannot dip below zero. There is simply no evidence in the record suggesting that the supply of natural gas traveling along the REX Pipeline would decrease post-rejection, Judge Isgur said. Nor would rejection threaten Rockies Express as a going concern. Crystal Heter testified that there is no risk that rejection of the Agreement would cause the REX Pipeline to shut down. Importantly, the Agreement does not require Ultra to commit any natural gas to the REX Pipeline, and Ultra has not directly shipped any of its natural gas along the REX Pipeline under the current Agreement. Judge Isgur said it is difficult to envision how rejection of a contract which sets above-market shipping rates without requiring Ultra to utilize any pipeline volume would diminish the public supply of natural gas. A full-text copy of the Court's Memorandum Opinion is available at https://bit.ly/3iKBMqF from Leagle.com. About Ultra Petroleum Ultra Petroleum Corp., an independent oil and gas company, engages in the acquisition, exploration, development, operation, and production of oil and natural gas properties. Its principal business activities are developing its natural gas reserves in the Green River Basin of southwest Wyoming, the Pinedale and Jonah fields. The company was founded in 1979 and is headquartered in Englewood, Colorado. Ultra Petroleum Corp. and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-32631) on May 14, 2020. The Debtor disclosed total assets of $1,450,000,000 and total debt of $2,560,000,000 as of March 31, 2020. The Hon. Marvin Isgur is the case judge. The Debtors tapped KIRKLAND & ELLIS LLP as general bankruptcy counsel; JACKSON WALKER LLP as local bankruptcy counsel; CENTERVIEW PARTNERS LLC as investment banker; and FTI CONSULTING, INC., as financial advisor. Prime Clerk LLC is the claims agent. UNISYS CORP: S&P Rates New $400MM Senior Secured Notes 'BB-' ------------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issue-level rating and '1' recovery rating to Unisys Corp.'s proposed $400 million senior secured notes. The company will use the proceeds from these notes to fund a cash contribution to its domestic pension. The '1' recovery rating indicated its expectation for very high recovery (90%-100%; rounded estimate: 95%) in the event of a payment default. S&P said, "At the same time, we revised our recovery rating on the company's existing senior convertible notes to '4' from '3' due to the increase in its pro forma secured debt claims. The '4' recovery rating indicates our expectation for average (30%-50%; rounded estimate: 45%) recovery in the event of a payment default. All of our other ratings on Unisys, including our 'B' long-term issuer credit rating and positive outlook, are unchanged." The proposed issuance will increase the company's level of reported term debt. S&P said, "However, given its plan to use the proceeds to fund a pension contribution, we believe the transaction will also reduce Unisys' pension deficit by broadly the same amount. Pro forma for the transaction, we estimate that the company's S&P-adjusted debt balance will remain about $1.3 billion and comprise about $550 million of funded debt and about $1.05 billion of gross underfunded domestic pension liabilities, which compares with about $150 million of funded debt and about $1.45 billion of gross underfunded domestic pension liabilities previously." Despite being a largely leverage-neutral transaction, S&P estimates that the funded status of the company's defined benefit plans will rise above 85% after it makes the voluntary contribution. In addition, S&P expects that Unisys will benefit from more modest levels of required cash contributions in future years and a further reduction in the insurance premiums it pays to the Pension Benefit Guaranty Corp., which--in some cases--can be a few hundred basis points (bps) of its unfunded obligations. Unisys' large funding deficit under its defined benefit plans, position as a second-tier global services company, and historically low profitability continue to constrain S&P's ratings. S&P said, "Following its slightly weaker-than-expected operating performance in the second quarter of 2020 due to the effects of the coronavirus pandemic and the related economic slowdown, in addition to management's plans to undertake additional cost-restructuring activities, we have moderated our forecast for the company's 2020 revenue, EBITDA, and free operating cash flow (FOCF). Our updated forecast now assumes its S&P Global Ratings-adjusted debt to EBITDA will be in the 5.5x range through 2020, which is slightly weaker than our previous expectation of the mid- to high-4x range. Still, given Unisys' strong cash balance of roughly $782 million as well as our view that these operating headwinds are temporary, we think sustaining leverage of less than 5x remains achievable in 2021 if its macroeconomic conditions improve or the company applies its cash position to further reduce its underfunded pension liabilities. We could raise our ratings on Unisys if we believe it will comfortably sustain leverage of less than 5x and a FOCF–to debt ratio above the mid-single-digit percent area over the next 12 months." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario contemplates a default occurring in 2024, one year before the maturity of the company's new asset-based lending (ABL) revolver, because of declining corporate spending on information technology (IT) services due to the increased utilization of public cloud infrastructure as well as a failure to secure the renewal of significant public sector contracts. -- S&P has have valued the company on a going-concern basis using a 5.5x multiple of our estimated emergence EBITDA. -- The proposed notes will be general secured obligations of Unisys Corp. Therefore, S&P assumes they will be senior in right of payment over any unsecured debt or the company's unfunded pension liabilities in the rating agency's default scenario. Based on this senior ranking, S&P's project very high recovery (90%-100%; rounded estimate: 95%) for the holders of this debt, which is consistent with a '1' recovery rating. -- S&P believes Unisys' domestic pensions would be terminated in a bankruptcy filing and anticipate that its net unfunded deficit, assumed at about 70% of the company's unfunded pension liabilities, would be treated as an unsecured claim in the rating agency's modeled scenario. S&P assumes the company's international plans, which account for about 30% of its unfunded pension liabilities, would not be rejected and would be satisfied through a reduction in foreign collateral value. -- S&P assumes the remaining $84 million of unsecured convertible notes due 2021 are repaid at maturity. However, under the current capital structure, S&P projects average recovery (30%-50%; rounded estimate: 45%). Other default scenario assumptions include: -- LIBOR rates rise to 250 bps on U.S. dollar debt. -- Margins on the ABL revolving credit facility rise to 500 bps because of credit deterioration, necessitating amendments for relief. -- The ABL revolver is 60% drawn at default. -- All estimated debt claims include approximately six months of accrued but unpaid interest outstanding at default. Simulated default assumptions -- Year of default: 2024 -- Emergence EBITDA: About $182 million -- EBITDA multiple: 5.5x Simplified waterfall -- Unadjusted gross enterprise value (EV) at emergence: Approximately $1 billion -- Valuation split (obligors/nonobligors): 45%/55% -- Adjustment to EV for foreign unfunded pension liabilities: Approximately -$124 million -- Adjusted net EV (after 5% admin. costs): Approximately $831 million -- Priority claims: Approximately $77 million -- Value available to unsecured claims: Approximately $753 million -- Secured claims: Approximately $412 million -- Recovery expectations: 90%-100% (rounded estimate: 95%) -- Value available to unsecured claims: Approximately $341 million -- Unsecured debt claims: Approximately $88 million -- Unsecured terminated pension obligation claims: Approximately $734 million -- Total unsecured claims: Approximately $822 million -- Recovery expectations: 30%-50% (rounded estimate: 45%) VILLA ABRIGO: Unsecureds Will Not Receive any Funds --------------------------------------------------- Villa Abrigo at Celeste, LLC, submitted a Plan and a Disclosure Statement. The Debtor's ability to fully fund the plan depends solely on Bridgewell's acceptance of the reduced amount of the lien and the ability of the Debtor's members to obtain financing. Class 1 secured claim of Bridgewell Capital, LLC, in the amount of $1,280,036 will be valued at $1,000,000 will be paid on the effective date in full satisfaction of the claim. The remainder of Bridgewell's claim will be an unsecured claim and be placed in Class 2. This class is impaired. Class 2 General unsecured creditors will not receive any distributions. There are no unsecured claims that have been filed. Bridgewell Capital will have a deficiency claim of $280,036. Gold Coast Bank's lien will be "stripped" and it will have an unsecured claim of approximately $400,000. The unsecured creditors will not receive any funds. This class is impaired. As to Class 3 Interests, upon confirmation, the Debtor's interest in the property of the estate will be transferred to the parties providing the funds to pay off Bridgewell Capital. A full-text copy of the Disclosure Statement dated August 24, 2020, is available at https://tinyurl.com/y39okxuq from PacerMonitor.com at no charge. Attorney for the Debtor: Brian K. McMahon BRIAN K. MCMAHON. P.A. 1401 Forum Way, 6th Floor West Palm Beach, Fl. 33401 Tel (561 ) 478-2500 Fax (561) 478-3111 E-mail: briankmcmahon@gmail.com About Villa Abrigo at Celeste Villa Abrigo at Celeste, LLC, a privately held company based in Delray Beach, Fla., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-10285) on Jan. 9, 2020. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Erik P. Kimball oversees the case. The Debtor is represented by Brian K. McMahon, Esq. WALDEN PALMS: Unsecured Creditors to Split $240,000 in Plan ----------------------------------------------------------- Walden Palms Condominium Association, Inc. submitted a First Amended Disclosure Statement explaining its Chapter 11 Plan. The Plan provides for Effective Date Distributions totaling approximately $425,000, comprised of $100,000 to the City of Orlando, $13,000 in U.S. Trustee Fees, $300,000 for estimated final Approved Professional Fees, approximately $2,200 to satisfy Allowed Secured Property Tax Claims not yet paid per Court Order and an initial distribution of $10,000, pro rata, towards General Unsecured Claims in Class 5 (both allowed and disputed claims reserve). The Plan first proposes to fully satisfy the Allowed Secured Claims of the City of Orlando (Class 1) by: (a) completing the Rehabilitation Project in accordance with the schedule and budget set forth in Section 4.2.2.1 of the Plan; (b) payment of $100,000 towards the City Expense Payment on the Effective Date; (c) payment of $25,000 towards the City Expense Payment within 90-days after the Effective Date; and (d) setting aside at least $405,000 into the Debtor’s Reserve Account no later than April 30, 2022. Based on current estimates, the Plan calls for the total payment of approximately $7,300,000 towards satisfying Class 1. The Plan next proposes to satisfy all holders of Allowed Secured Property Tax Claims (Class 2) through a 100% Distribution on account of such Claims, payable in full upon the Effective Date (or at such other times set forth in Section 4.3.2 of the Plan); provided, however, if the Debtor is unable to sell the corresponding Secured Unit, no amounts shall be paid to the holder of such an Allowed Secured Property Tax Claim, which will have its legal, equitable and contractual rights unaltered and may proceed to enforce its legal rights with under applicable Florida law with respect to the corresponding collateralized Unit. Next, the Plan provides for holders of Claims secured by first position mortgages on Units that have been and/or will be acquired by the Debtor (Class 3). The Plan provides for alternative treatment to such First Mortgagees. If a First Mortgagee votes in favor of the Plan, it will retain the indubitable value of its security via a Quitclaim Deed conveying all the Debtor’s right, title and interest in the corresponding Unit, subject to the Debtor’s statutory lien rights, its Surcharge Rights, and its right to receive future Assessments on account of such Unit. If a First Mortgagee does not vote in favor of (or fails to vote for) the Plan, that First Mortgagee may credit bid up to the amount of its Allowed Secured Claim in connection with the Debtor’s proposed sale of the corresponding collateralized Unit pursuant to the Sale Motion. If the First Mortgagee fails to submit a timely credit bid (and otherwise fails to object to the proposed sale of the Unit), then the Debtor will sell the corresponding Unit to the Purchaser(s) that are parties to the Plan Units Sale Agreements, free and clear of the First Mortgagee’s lien, claim or interest in same. Class 4 consists of holder(s) of Second Mortgagees that may have second mortgages on Units that have not yet been acquired by the Debtor prior to Confirmation. The Plan leaves the holder(s) of any such Second Mortgagees with their legal, equitable and contractual rights unaltered. Class 5 consists of General Unsecured Claims. The Plan proposes to satisfy holders of Allowed Claims in Class 5 by paying them their respective Pro Rata share of: (a) $240,000, plus interest at a rate of 2.5% per annum or such other rate as may be approved by the Court, payable in 24 equal monthly installments beginning on the Effective Date; and (b) any Litigation Trust Proceeds remaining after payment of other Allowed amounts in accordance with Section 1.81 of the Plan. Finally, the Plan provides for Equity Interests, if any. As a not-for-profit corporation, the Debtor believes there are no persons that have, or would be entitled to receive or retain, an equity interest in the Debtor as a matter of law. Accordingly, if any Impaired Classes entitled to vote on the Plan do not vote to accept the Plan, the Debtor believes it can confirm the Plan nonetheless. However, to the extent the Court has determined and/or may determine there may be persons entitled to receive/retain an Equity Interest in the Debtor, such Persons shall not receive any distribution under the Plan (other than retaining title to their respective Units). Distributions under the Plan will be funded through: (a) the anticipated balance available in the DIP Accounts and/or counsel’s trust account on the Effective Date, estimated at $620,000; (b) the Plan Units Sale Proceeds, estimated at $335,000; (c) increased regular monthly Assessments paid by Unit Owners over the course of the Bankruptcy Case to pay for the Rehabilitation Project, estimated at $2,500,000; (d) increased regular monthly Assessments paid by Unit Owners over the life of the Plan, estimated at $1,900,000; (e) proceeds from the Special Plan Assessments, estimated at $152,000; (f) proceeds from any settlement with the Singh Family (or, in the alternative, foreclosure and sale of the Singh Units); and (g) the Litigation Trust Proceeds. In the event the proceeds from any potential settlement with the Singh Family (or, alternatively, the foreclosure and sale of the Singh Units) and the Litigation Trust Proceeds are insufficient to meet all Distributions to be made under the Plan, the Debtor will maintain the increased Regular Assessments for such period of time as may be necessary to fully satisfy the Secured Claims of the City of Orlando pursuant to Section 4.2 of the Plan. A full-text copy of the First Amended Disclosure Statement dated August 22, 2020, is available at https://tinyurl.com/y37jberv from PacerMonitor.com at no charge. Attorneys for the Debtor: Matthew S. Kish, Esq. SHAPIRO, BLASI, WASSERMAN & HERMANN, P.A. 7777 Glades Road, Suite 400 Boca Raton, Florida 33434 Phone: 561-477-7800 Fax: 561- 477-7722 E-mail: mkish@sbwh.law About Walden Palms Condominium Walden Palms Condominium Association, Inc., is a nonprofit property management company in Orlando, Florida. Walden Palms Condominium Association sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-07945) on Dec. 24, 2018. At the time of the filing, the Debtor was estimated to have assets of $1 million to $10 million and liabilities of $10 million to $50 million. The case is assigned to Judge Cynthia C. Jackson. The Debtor tapped Shapiro, Blasi, Wasserman & Hermann, P.A., as its bankruptcy counsel; Arias Bosinger PLLC as general association counsel; JD Law Firm; as collections & foreclosure counsel; and Winderweedle, Haines, Ward & Woodman, P.A., as land use counsel. WOODLAWN COMMUNITY: Trustee's $1.47M Sale of Chicago Property OK'd ------------------------------------------------------------------ Judge Carol A. Doyle of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Gina Krol, the Chapter 11 trustee for Woodlawn Community Development Corp., to sell the real property located at 1500-1528 East 63rd Street in Chicago, Illinois, and various rights and other property related thereto, all as more particularly described in the Real Estate Sale Contract, to DL3 Realty Advisors, LLC for $1.47 million. The Trustee held an auction on Oct. 1, 2020. The sale is free and clear of all liens, judgments, assessments, claims, interests and encumbrances of any kind. The Order will be effective immediately upon its entry. The 14-day delay periods set forth in Federal Rules of Bankruptcy Procedure 6004(h) and 6006(d) do not apply to the Order. A copy of the Contract is available at https://tinyurl.com/yxfm5zjp from PacerMonitor.com free of charge. About Woodlawn Community Development Founded in 1972, Woodlawn Community Development Corp. -- https://www.wcdcchicago.com/ -- manages and develops affordable housing for families in the Greater Metro Chicago area. The company is based in Chicago. Woodlawn Community Development filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-29862) on Oct. 24, 2018. In the petition signed by Leon Finney, Jr., president and chief executive officer, the Debtor was estimated to have $50 million to $100 million in both assets and liabilities. The Hon. Carol A. Doyle oversees the case. David R. Herzog, Esq., at Herzog & Schwartz, P.C., is the Debtor's bankruptcy counsel. XTL INC: Unsecured Creditors to be Paid in Full Under Plan ---------------------------------------------------------- XTL, Inc. and XTL-PA, Inc., submitted a First Amended Disclosure Statement. The claims of the general unsecured creditors will be paid in full out of the operating income of the Debtors. The Debtors estimate that the total amount of Class 4 Claims will be approximately $1 million. The Plan treats claims as follows: * Class 1. Secured Claim of Wells Fargo. Wells Fargo has a first-position security interest in the assets of Debtors, securing a revolving line of credit loan facility with a principal balance as of the Petition Date of $691,893. Wells Fargo has been paid in full from the cash of the Debtors held as interpleaded into the Court of Common Pleas of Philadelphia, pursuant to an Order of this Court dated January 3, 2020. * Class 2. Boyd Jones Secured Claim. Boyd Jones filed a secured proof of claim in this matter in the face amount of $4,467,786. This Claim has been settled at the sum of $3 Million and paid in full from funds held in the Registry of the Clerk of the Bankruptcy Court. * Class 3. Secured Claim of Indiana Bridge. The claim of Indiana Bridge was filed at approximately $5.8 Million. The Class 3 Claims of Indiana Bridge were paid from the remaining proceeds of the funds garnished from the PLCB, which have been transferred by order of the Bankruptcy Court to the Clerk's Registry of the United States District Court of the Eastern District of Pennsylvania, with the balance being paid from the Debtors’ operating funds. * Class 4. Claims of Leaseholders and Equipment Financing. Equipment Leases and Financing agreements to the Plan shall be deemed "Accepted" under 11 U.S.C. Sec. 365 as of the date of Confirmation of this Plan. Any prepetition arrearages or damages will be deemed to be General Unsecured Claims of the Debtors and paid in full as set forth in the treatment of Class 5 Claims, infra. * Class 5. General Unsecured Creditors. Since the petition date, general unsecured claims in the total amount of $1,026,203 have been filed against both Debtors. All allowed claims in Class 5 will be paid, as soon as possible following the Effective Date, in full, from the (a) remaining funds held by the PLCB, and to the extent they are insufficient (which Debtors do not believe will be the case), paid within 60 days of the Effective Date in full from the continued business operations of the Reorganized Debtor. * Class 6. Claim of National Capital Management, LLC. National Capital Management, LLC is the beneficiary of a corporate guaranty given to it in connection with bridge loan financing used to continue Debtors' operations prior to the filing of the instant Chapter 11 cases. This is a contingent guaranty in the amount of $4 million. * Class 9. Affiliated Unsecured Creditors. The Reorganized Debtors shall make no payment on these claims and the same shall be disallowed without further Order of this Court upon the Effective Date. * Class 10. Equity Interest. Upon Confirmation of the Plan, Cerone will retain 100 percent of the equity Interest in the Reorganized Debtors upon the Effective Date. Subject to the Plan being confirmed, the Debtors will utilize the following sources to fund the obligations to creditors under this Plan: (a) the cash being held in the Registry of the Bankruptcy Court from the proceeds of the garnishments of PLCB receivables, which is approximately $7.5 million, (b) cash held in the registry of the Bankruptcy Court from the Court of Common Pleas of approximately $2.9 Million, (c) set-off accounts receivable held by the PLCB as may be applied to PLCB claims, (d) $1.75 million recovered from the Iowa Malpractice Action, and (e) revenues from Debtors' continued general business operations. A full-text copy of the First Amended Disclosure Statement dated August 26, 2020, is available at https://tinyurl.com/y4cpw6lc from PacerMonitor.com at no charge. Attorneys for the Debtors: Allen B. Dubroff, Esquire ALLEN B. DUBROFF, ESQ., & ASSOCIATES, LLC 1500 JFK Boulevard, Suite 1020 Philadelphia, PA 19102 Tel: (215) 568-2700 About XTL, Inc. XTL, Inc., is a transportation & logistics company that provides customized logistics solutions for warehousing and inventory control of commodities and finished goods. Ootzie Properties classifies itself as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)) whose principal assets are located at South 24th and Highway, 275 Industrial Council Bluffs, Iowa. XTL, Inc., and its subsidiaries sought Chapter 11 protection on Aug. 1, 2019 (Bankr. E. D. Penn. Lead Case No. 19-14844). In the petition signed by Louis J. Cerone, president, XTL was estimated to have $10 million to $50 million in assets and $10 million to $50 million in liabilities. The Hon. Eric L. Frank oversees the case. XTL tapped Allen B. Dubroff, Esq., at Allen B. Dubroff & Associates, LLC, as its counsel. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2020. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***