/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/201105.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, November 5, 2020, Vol. 24, No. 309 Headlines 4-S RANCH: O'Laughlin Firm Directed to Produce Docs A-1 EXPRESS: EAN Wins Summary Judgment in Trustee's Clawback Suit ACCO BRANDS: Egan-Jones Hikes Local Currency Unsec. Rating to B+ ALASKA AIR: Egan-Jones Lowers Local Currency Unsec. Rating to B ALERT 360: S&P Assigns 'CCC+' ICR on Debt Exchange; Outlook Neg. ALLIANCE HEALTHCARE: S&P Upgrades ICR to 'CCC+', Outlook Stable AMERICAN BLUE: Village Inn Reaches Deal; Plan Confirmed AMERICAN INDUSTRIES: Shepherd's Objects to Plan Disclosures AMERICAN MACHINE: EA Loses Summary Judgment Bid vs Richemes AMERICORE HOLDINGS: Ellwood Unable to Find Buyer ASPEN CLUB & SPA: Owner Gives Up Fight With Creditors AUGUSTA MOTORS: Seeks to Hire Hester Baker as Attorney AUTHENTIKI LLC: Tiki Bar Files for Chapter 11 Bankruptcy AUTONATION INC: Egan-Jones Hikes Senior Unsecured Ratings to BB+ BEATRICE REALTY: Unsecureds' Recovery Hiked to 80% in Ablitt's Plan BULL SHIRTS: Court Confirms Reorganization Plan BULL SHIRTS: Unsec. Creditors to Recover 20% in 5 Years CANCER GENETICS: Ionic Ventures Acquires 6.5% Equity Stake CANCER GENETICS: Launches $2 Million Bought Deal Offering CARPENTER TECHNOLOGY: Egan-Jones Cuts Unsec. Debt Ratings to BB- CENTER CITY: Investor Freedman Seeks $500M from Bankrupt Hospitals CHESAPEAKE ENERGY: Davis, Vinson 2nd Update on FILO Term Lenders CHEYENNE HOTEL: Galaxy Expects Hyatt to Approve Application CHEYENNE HOTEL: Unsecureds' Payout Hiked to 25% in 2nd Amended Plan COMCAR INDUSTRIES: Arellano Buying Low Value Assets for $600 COMCAR INDUSTRIES: C&D Logistics Buying Low Value Assets for $10K COMCAR INDUSTRIES: Howell Buying 12-Ton Press for $40 COMCAR INDUSTRIES: Joey Martin Buying Low Value Assets for $76K COMMUNITY HEALTH: Unit Launches Cash Tender Offers for $400M Notes CRC BROADCASTING: U.S. Trustee Objects to Disclosure Statement CRC BROADCASTING: Unsecureds Will be Paid in Full DAVE & BUSTER'S: S&P Rates New $550MM Senior Secured Notes 'B-' DIAMOND OFFSHORE: Cain & Skarnulis Updates List of Multiple Parties DLVAMI 302 NORTH: Seeks to Hire Stichter Riedel as Legal Counsel DLVAMI 302 NORTH: U.S. Trustee Unable to Appoint Committee DPL INC: S&P Raises ICR to 'BB+'; Outlook Developing ED3 CONSULTANTS: Powers Funding Expects Plan Amendment ED3 CONSULTANTS: SBA Says PPP Loan Mischaracterized ED3 CONSULTANTS: Unsecureds Will Recover 10% in Plan ENTEGRIS INC: Egan-Jones Hikes Sr. Unsecured Debt Ratings to BB+ ESPORTS USA HOLDINGS: Hires Barron & Newburger as Counsel FLEXOGENIX GROUP: Unsecureds to be Paid 100% in Consolidated Plan FLUOR CORP: Egan-Jones Cuts Local Currency Unsecured Rating to BB- FORTOVIA THERAPEUTICS: Has Until Nov. 30 to File Plan & Disclosures FREEDOM TRUCKING: Hires Overturf Fowler as Counsel FREEPORT-MCMORAN INC: Egan-Jones Hikes Unsecured Ratings to BB- FTS INTERNATIONAL: Davis, Rapp Update List of Noteholder Group GALAXY NEXT: Issues $1.2M Additional Debenture to YA II PN GAMING & LEISURE: S&P Alters Outlook to Stable, Affirms 'BB+' ICR GREENBERG GOURMET: Unsec. Creditors to Have 6.30% Recovery in Plan HADDINGTON FUND: Court to Confirm Reorganization Plan HANKEY O'ROURKE: Secured Creditor Says Plan Unconfirmable HANKEY O'ROURKE: Unsecureds to Get Paid by Shareholder Contribution HCA HEALTHCARE: Egan-Jones Ups Local Currency Unsec. Rating to BB- HERTZ GLOBAL: Plans to Borrow $4B to Purchase New Rental Car Fleet HOPEDALE MINING: Hopedale, Ohio Mine Closes Down HOSANNA BUILDING: Gets Court Approval to Hire Accountant HUSKY ENERGY: Egan-Jones Hikes Senior Unsecured Ratings to B+ IRB HOLDING: S&P Places 'B' ICR on Watch Positive LAPEER INDUSTRIES: Has Until Dec. 3 to File Plan and Disclosures LATTICE SEMICONDUCTOR: Egan-Jones Hikes Unsec. Debt Ratings to BB+ LOS ANGELES SCHOOL: Hires Drew H. Sherman as Special Counsel M.E. SMITH: 7.29% Dividend for Unsecured Creditors in Plan M.E. SMITH: Brox Industries Objects to Fourth Amended Disclosure MALLINCKRODT PLC: Govt. Creditor Group Seeks Probe of Debt Swap MALLINCKRODT PLC: Shareholders Seek Appointment of Equity Panel MARTIN DEVELOPMENT: Hires Shannon Company as Appraiser MARYLAND ECONOMIC: S&P Cuts 2015 Housing Rev. Bond Rating to 'BB+' MARYLAND ECONOMIC: S&P Lowers 2012, 2017 Bond Ratings to 'BB+' MATTEL INC: Egan-Jones Hikes Sr. Unsecured Ratings to B- MERITAGE COMPANIES: Hires Coldwell Banker as Real Estate Broker MOLINA HEALTHCARE: S&P Rates $650MM Senior Unsecured Notes 'BB-' MOTIV8 INVESTMENTS: Seeks to Hire Real Estate Broker MTE HOLDINGS: Bids Due Nov. 6 in Back-Up Sale Process NCCD-ORANGE COAST: S&P Lowers 2018 Housing Bond Rating to 'BB' NEW CAFE: Unsecured Creditors to Be Paid in Full in Plan NEW HILLCREST: Gets Approval to Hire Real Estate Broker NIELSEN HOLDINGS: S&P Retains 'BB' ICR on CreditWatch Negative OMNIQ CORP: Receives Additional Orders Totaling $1 Million OPTIMIZED LEASING: Deadline to File Amended Plan Again Extended OWENS & MINOR: Posts $46.1 Million Net Income in Third Quarter PACIFIC DRILLING: Announces Trading Suspension & Delisting at NYSE PAR PETROLEUM: S&P Lowers ICR to 'B' on Weak Refining Margins PENNSYLVANIA REIT: Quick Chapter 11 Plan Timetable Approved PENSKE AUTOMOTIVE: Egan-Jones Hikes Senior Unsecured Ratings to BB PIXIUS COMMUNICATIONS: To Pay Creditors From Asset Sale Proceeds PLAYERS NETWORK: Reorganization Plan Moot; Bankruptcy Dismissed PROSPECT CAPITAL: S&P Rates $250MM Perpetual Preferred Stock 'BB' QUEEN ELIZABETH REALTY: Case Summary & 3 Unsecured Creditors RADIO CANTICO: Seeks to Hire Rozel & Associates as Counsel RAZZANO PERSONAL: Court Confirms Reorganization Plan RGV SMILES: Claims Will be Paid From Continued Operations RSB INVESTMENTS: Unsecureds Will be Paid Over 5 Years SEARS HOLDINGS: ESL et al. Not Entitled to Superpriority Claims SENIOR CARE GROUP: To Seek Confirmation of SeaCoast Plan Nov. 12 SENIOR CARE: Files Supplement to Plan Disclosures SOUTHWEST AIRLINES: Egan-Jones Cuts Senior Unsecured Ratings to BB STANTON RIDGE: Hires Withum Smith as Accountant STANTON RIDGE: Seeks to Hire Savo Schalk as Counsel SURGICAL SPECIALISTS: Wins Confirmation of Subchapter V Plan SYNEOS HEALTH: S&P Affirms 'BB' ICR on Synteract Acquisition THOMPSON NAT'L: UST Questions Funding for Priority Tax Claims TORTOISEECOFIN PARENT: S&P Cuts ICR to 'CCC+' on Weak Performance TOWN SPORTS: Wins Court OK for $80M Sale of NY Sports Clubs TRIBALSCALE INC: Obtains Initial Order Under CCAA TRUE HEALTH: Court Affirms Its Ch. 11 Despite Feds' Protest TUPPERWARE BRANDS: Obtains Commitment for $275 Million Term Loans US REAL ESTATE: U.S. Trustee Appoints Creditors' Committee VALERO ENERGY: Egan-Jones Lowers Senior Unsecured Ratings to BB+ VANTAGE SPECIALTY: S&P Lowers ICR to 'CCC+'; Outlook Negative VBI VACCINES: Incurs $13 Million Net Loss in Third Quarter VISTEON CORP: S&P Alters Outlook to Stable, Affirms 'BB-' ICR WAGLER MANUFACTURING: Hires Beecher Field as Counsel WELBILT INC: S&P Alters Outlook to Positive, Affirms 'CCC+' ICR WHITE RIVER: Case Summary & 20 Largest Unsecured Creditors XTL INC: Court Confirms Chapter 11 Plan XTL INC: Unsecured Creditors Owed $1M to Be Paid in Full in Plan YIPPIE DOODLE: Unsecureds Will be Paid From Profit Share YRC WORLDWIDE: Incurs $2 Million Net Loss in Third Quarter YRC WORLDWIDE: May Issue 3 Million Shares Under 2020 Stock Plan [*] Six Questions About Involuntary Bankruptcy [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 4-S RANCH: O'Laughlin Firm Directed to Produce Docs --------------------------------------------------- Invoking the attorney-client privilege and work-product protection, the law firm O'Laughlin & Paris, LLP resisted producing certain documents requested in a subpoena served by Sandton Credit Solutions Master Fund IV, LP. The subpoena is part of discovery concerning a pending stay relief motion involving Sandton with respect to the Chapter 11 bankruptcy proceedings of 4-S Ranch Partners, LLC. After producing a Privilege Log, the law firm and the creditor reached an impasse on the appropriate extent of the documents protected. The creditor filed a motion to compel. After careful consideration of the facts, Bankruptcy Judge Rene Lastreto II issued a ruling requiring production of certain documents and withholding of others. The court also issued an order including a provision requiring in camera review of those documents that remain in dispute. Sandton is the primary secured lender of 4-S Ranch Partners. Sandton is owed over $57 million. The debt is secured by many parcels of real estate in Merced County. Pre-petition, Sandton negotiated with 4-S and entered into a few forbearance agreements. They were not performed. Foreclosure proceeded until the bankruptcies were filed. Sandton promptly sought relief from the automatic stay. Sandton argued their collateral is not protected by equity and is not necessary for a prospective reorganization within a reasonable time. 4-S disputed this claiming that Sandton's collateral is worth far more than Sandton alleges because 4-S is on the threshold of necessary regulatory approvals to become an underground water storage provider. 4-S also argued the collateral is critical for their proposed reorganization. At the hearing on Sandton's motions in April 2020, the parties and the court noted there were issues of material fact requiring an evidentiary hearing. The parties agreed on a schedule for the evidentiary hearing. The court consolidated the motions in these two cases for purposes of discovery and the evidentiary hearing. Discovery began. Among the issues involved is the status of 4-S's efforts to obtain necessary legal clearances and establishing necessary entities for the water storage/diversion proposals and the likelihood of that happening reasonably soon. This issue may be critical to the section 362(d)(2) inquiry on these motions. So, Sandton subpoenaed records from O'Laughlin, which is assisting 4-S with the numerous land use issues it faced. O'Laughlin and two of its lawyers, Valerie Kincaid, Esq., and Sarah Glatt, Esq., primarily communicated with 4-S's consultant, Bruce Marlow on the land use issues pre-petition. O'Laughlin through Ms. Kincaid responded and included a privilege log identifying 229 documents withheld from production on attorney-client privilege and work product protection grounds. From June 2020 through August 2020, Sandton's and 4-S's counsel conferred about the documents withheld. In the absence of what Sandton considered a satisfactory resolution and with a looming trial date, Sandton brought the motion to compel. After the hearing on the motion, the court issued an order on Sept. 14, 2020 which provided that: -- the parties were to meet and confer and determine which documents truly remain in dispute as privileged or protected; -- the privilege log and copies of the documents in dispute were to be delivered to the court for in camera review; -- Sandton was permitted to provide a small exemplar of produced documents to assist the court in determining if any privilege or protection had been waived; -- Kincaid had concluded representation of the Debtors and any order requiring production of withheld documents would be directed to 4-S since it was provided all the disputed documents. Through the parties' efforts, the 229 documents have been winnowed down to eight. The documents have been produced to the court. The court has reviewed the documents and the exemplars. 4-S argued the withheld documents are either privileged attorney-client communications or protected by the work product privilege. Most of the documents are emails between Kincaid or Glatt and Marlow. Marlow is a "de facto" high level employee of these debtors and so communications with he and counsel for the debtors should be protected. Sandton originally contended Marlow was an independent consultant and a recipient of attorney-client communications, which was consistent with debtor's actions. At the hearing on the motion, debtors took the position Marlow was a "de facto" high level employee. Now, Sandton argued even so, the debtors have waived the attorney-client privilege, or any protection given the breadth of documents already produced. According to the Bankruptcy Court, questions of evidentiary privilege arising in the course of the adjudication of federal rights is governed by principles of federal common law. Since privileges impede the discovery of truth, they are strictly construed. Stay relief litigation is uniquely a federal issue, so federal common law concerning the attorney client privilege applies. A party asserting the privilege has the burden of proof of each element of the privilege. There are eight elements: 1) Legal advice must be sought. 2) Advice sought must be from a professional legal advisor in the advisor's capacity as such. 3) The communication must be related to that purpose. 4) The advice or communication must be given in confidence. 5) The client must have wanted the communication in confidence. 6) At the client's insistence, the communication is permanently protected. 7) The client and the legal advisor may not disclose the communication. 8) The exception is if the protection is waived. The Court said there is no real dispute that the documents subject to in camera review are arguably privileged. Rather, Sandton argued that despite the privilege, the documents withheld should be disclosed because the documents already produced essentially waive the privilege. Fed. R. Evid. 502 (a) addresses waiver of the attorney-client privilege or work-product protection as to undisclosed communications or information when other privileged documents or information have been produced. The waiver extends to undisclosed communication or information only if: The waiver is intentional; the disclosed and undisclosed communications or information concern the same subject matter; and they ought in fairness to be considered together. The Court held that subject matter waiver is reserved for those unusual situations in which fairness requires a further disclosure of related, protected information, in order to prevent a selective and misleading presentation to the disadvantage of the adversary. These elements of subject matter waiver are applicable to both the privilege and the procedural protection afforded work-product. The Court said the procedural immunity of the work product doctrine is not a privilege. So, the scope of the work-product doctrine is determined by federal law even if the federal court must apply state substantive law. There is very little or no protection surrounding work product dealing with an expert who will testify. Marlow is slated to testify at the trial of the stay relief motion. He is a consultant but also a "de facto" employee of the debtors. Thus, the court looks at work-product protection claims dealing with documents related to subjects Marlow will testify about with a "gimlet eye." According to the Court, some documents may have been prepared by Marlow or counsel for a business purpose unrelated to litigation. Others may have a dual purpose-both business and litigation relevance. In the Ninth Circuit, those documents must be carefully considered. The court should consider facts surrounding the creation of the documents. If their litigation purpose "so permeates any non-litigation purpose that the two purposes cannot be discretely separated from the factual nexus as a whole," the documents can be within the ambit of work product. To conclude, the Court ruled that documents #40, #41, #135, and #136 should be produced. Documents #53, #56, and #98 should remain privileged. Document #62 remains privileged except pages 3-8, which are public records. A copy of the Court's Ruling is available at https://bit.ly/3mdQbx7 from Leagle.com. About 4-S Ranch Partners 4-S Ranch Partners, LLC, is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). 4-S Ranch Partners filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 20-10800) on March 2, 2020. The petition was signed by Stephen W. Sloan, the Debtor's managing member. At the time of filing, the Debtor was estimated to have $500 million to $1 billion in assets and $50 million to $100 million in liabilities. Judge Rene Lastreto II oversees the case. Reno F.R. Fernandez III, Esq., at Macdonald Fernandez LLP, is the Debtor's legal counsel. The Debtor tapped McGinley & Associates, Inc. as hydrogeological rebuttal expert witness. A-1 EXPRESS: EAN Wins Summary Judgment in Trustee's Clawback Suit ----------------------------------------------------------------- In the case captioned M. DENISE DOTSON, AS CHAPTER 7 TRUSTEE OF A-1 EXPRESS DELIVERY SERVICE, INC., Plaintiff, v. EAN SERVICES, LLC, Defendant, Adversary Proceeding No. 19-5048 (Bankr. N.D. Ga.), Bankruptcy Judge Paul Baisier granted summary judgment in favor of the Defendant. In the Complaint, the Trustee sought to recover $227,077.28 from Defendant EAN Services, LLC asserting that the Transfers were preferential or fraudulent transfers made by Debtor A-1 Express Delivery Service within the the90-day period prior to the filing of the underlying bankruptcy case and related relief. Summary judgment is granted in favor of the Defendant on Count I of the Complaint because recovery of the Transfers is prevented in its entirety by the "new value" defense of 11 U.S.C. section 547(c)(4). Summary judgment is granted in favor of the Defendant on Count II of the Complaint as such claim was abandoned by the Trustee during the briefing of the Summary Judgment Motion. Summary judgment is granted in favor of the Defendant on Counts III and IV of the Complaint, as they rely entirely on the Trustee having prevailed on Count I or Count II of the Complaint. In the Summary Judgment Motion, the Defendant asserted that the Trustee is not entitled to recover the Transfers because, pursuant to 11 U.S.C. section 547(c)(4), they are all covered by "new value" provided to the Debtor after the Transfers were made. Further, to the extent that the recovery of the Transfers is not entirely prevented by 11 U.S.C. section 547(c)(4), the Defendant asserted that it is entitled to set off any remaining recoverable amounts against the $55,999.93 claim that the Defendant filed in this case4 under 11 U.S.C. section 503(b) for value provided to the Debtor after the filing of the underlying bankruptcy case but before the case was converted to Chapter 7, resulting in no recovery for the Trustee. The Defendant leased vehicles to the Debtor pursuant to written agreements between them that were used in and necessary to that business. The Defendant received the Transfers from the Debtor during the Preference Period in payment of amounts due from the Debtor to the Defendant. The Trustee concedes that the Defendant provided $169,045.5111 in new value to the Debtor after the various Transfers were made in the form of unpaid periodic lease payments due to the Defendant under the Agreements for the vehicles leased by the Defendant to the Debtor. Applying this new value to the Transfers reduces the amount of the Transfers potentially recoverable by the Trustee to no more than $58,031.77. The issues that might be resolved on summary judgment related to the Remaining Preference Claim are: -- Whether the Defendant can use $121,110.51 in claims against the Debtor that it asserts also arose during the Preference Period, consisting of amounts due to the Defendant under the Agreements related to damage by the Debtor to the leased vehicles and related insurance deductibles (DRU Claims) as additional new value to reduce the Remaining Preference Claim to zero; and -- Whether the Defendant set off its Asserted Administrative Claim against whatever preference liability it may have after 11 U.S.C. section 547(c)(4) is fully applied. As to the first issue, the DRU Claims all relate to leased vehicles damaged by the Debtor while leased from the Defendant under the Agreements. The parties agreed that the Debtor was responsible for those charges under the terms of the Agreements. The Trustee asserted that the Debtor did not get "value" for these charges because the repair would only benefit the Defendant, and thus they do not constitute "new value" for the purposes of 11 U.S.C. section 547(c)(4). The Trustee, however, asked the wrong question, the Court said. The question is not whether the Debtor was directly benefitted by the repair of the damaged leased vehicle. Instead, the question is whether by incurring the cost to fix the vehicle, which the Debtor was obligated to fix, rather than making the Debtor pay it immediately, the Defendant extended "money's worth" in "new credit" to the Debtor. 11 U.S.C. section 547(c)(4) requires that the Debtor get "new value", which per 11 U.S.C. section 547(a)(2) is "money or money's worth in goods, services or new credit." According to the Court, the Debtor was obligated to the Defendant pursuant to the Agreements for the cost to fix any damage to the vehicles leased from the Defendant, net of contractually required insurance. These obligations provided "money's worth," or value, to the Debtor because, like the lease payments that the Trustee conceded are new value, they were part of the consideration required by the Defendant under the Agreements for the Debtor's continued use of the vehicles. Like the lease payments, they were an extension of credit that permitted the Debtor to use the leased vehicles. The Debtor was benefitted because it could continue to use the leased vehicles, and because the Defendant did not require it to pay these charges immediately, but permitted it to pay them on credit, leaving the Debtor's funds on hand available for other Debtor purposes. A copy of the Court's Order is available at https://bit.ly/3kjQ2az from Leagle.com. About A-1 Express Delivery Service A-1 Express Delivery Service, Inc., based in Atlanta, Georgia, provided same-day transportation and distribution services across the country. From its headquarters in midtown Atlanta, the Debtor managed the transportation, distribution and logistics for well over 1500 active clients, including many Fortune 500 companies with operations throughout the United States. It provides next day services for Amazon in 5 cities, employing over 300 drivers. Additionally, it operated 2 same-day florist locations in Atlanta and Los Angeles. A-1 Express filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 17-52865) on Feb. 14, 2017. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Lon D. Fancher, COO, owner. J. Robert Williamson, Esq., at Scroggins & Williamson, P.C., served as the Debtor's counsel. The case was later converted to Chapter 7. M. Denise Dotson was named Chapter 7 Trustee. ACCO BRANDS: Egan-Jones Hikes Local Currency Unsec. Rating to B+ ---------------------------------------------------------------- Egan-Jones Ratings Company, on October 30, 2020, upgraded the local currency senior unsecured rating on debt issued by ACCO Brands Corporation to B+ from B. Headquartered in Lake Zurich, Illinois, Acco Brands Corporation manufactures office products. ALASKA AIR: Egan-Jones Lowers Local Currency Unsec. Rating to B --------------------------------------------------------------- Egan-Jones Ratings Company, on October 28, 2020, downgraded the local currency senior unsecured rating on debt issued by Alaska Air Group Inc. to B from B+. EJR also downgraded the rating on local currency commercial paper issued by the Company to B from A3. Headquartered in SeaTac, Washington, Alaska Air Group, Inc. is an airline holding company. ALERT 360: S&P Assigns 'CCC+' ICR on Debt Exchange; Outlook Neg. ---------------------------------------------------------------- S&P Global Ratings assigned its 'CCC+' issuer credit rating on Tulsa, Okla.-based home security and monitoring company Central Security Group Inc. (d/b/a Alert 360 Home Security) following the completion of its distressed debt restructuring transaction that lowered debt by about $246 million and resulted in a change of control. At the same time, S&P assigned its 'B' issue-level rating to the $25 million super-priority revolving credit facility due 2025 and assigned its 'CCC+' issue-level rating to the new $200 million take-back term loan due 2025. Alert 360 Opco Inc. is the borrower under the new facility. The ratings reflect the following key risks and strengths: Key risks -- Limited service differentiation and pricing power; -- Large annual marketing and customer acquisition spending requirements to offset the impact of high annual customer attrition rates; -- Significantly smaller than U.S. residential alarm monitoring leader ADT Corp. and mid-tier competitors such as Vivint Inc. and Brinks Home Security; and -- High financial leverage, financial sponsor ownership, and limited capacity for deleveraging given S&P's expectations for ongoing cash flow deficits. Key strengths -- Industry tailwinds from the adoption of smart home security monitoring devices; and -- Recurring revenue model. Alert 360 needs to appropriately scale its customer base and capabilities to sustain its capital structure and longer-term growth prospects. The home security market is rapidly evolving and S&P believes Alert 360 needs greater scale to support its debt capitalization and capitalize on the proliferation of smart home security devices and smart home automation solutions. S&P said, "Over the next three to five years, we expect changing consumer preferences for integrated home security monitoring and smart home solutions will increase the complexity of solutions. This will require a wider range of business capabilities such as systems development and integration, machine learning and data analytics along with information technology and marketing platforms that enhances the user experience and facilitates efficient new user acquisitions, among other things. While we believe larger competitors are better positioned to take advantage of the secular trend, smaller market participants could face intense price-based competition or cash flow deficits if they cannot differentiate their core service offering. Accordingly, we expect a steady pace of industry consolidation." S&P's assessment of Alert 360 reflects its small position in the highly fragmented and competitive U.S. residential alarm monitoring market. With about 205,000 subscribers, the company is substantially smaller than industry leader ADT Corp. and mid-tier players Vivint and Brinks Home Security. Nevertheless, operating trends have remained stable in the face of the COVID-19 pandemic with 2020 revenue growth expected to decline by low- to mid-single-digits (in line with U.S. GDP), largely as a result of inherent customer attrition, which has remained flat. The pending financial restructuring in the second quarter led to lower bulk purchases and acquisitions, which in turn led to a marginal decline in the total subscriber base. Partially offsetting this was higher average revenue per user (ARPU), given the rise in adoption of smart home automation. While the post-emergence business strategy will continue to focus on customer retention and lower creation multiples (through the diversification of its subscriber acquisition channels focusing on branches versus dealers) to improve profitability, this will coincide with an investment to upgrade existing subscribers due to the sunset of the 3G network. S&P believes any underperformance to its base-case forecast could significantly restrict the company's ability to fund these initiatives. Nevertheless, its recent financial restructuring improves it financial flexibility and liquidity over the next 12 months. On Oct. 16, 2020, Alert 360 completed its debt exchange and restructuring, that reduced its debt burden to $200 million from $396 million and annual interest expense to about $15 million from $35 million. The resulting capital structure consists of a $25 million super-priority revolving credit facility due 2025 and $200 million take-back term loan due 2025. S&P said, "Despite the lower debt service needs, we view the capital structure as unsustainable absent a meaningful improvement in operating performance and free-cash generation. We estimate S&P Global Ratings' adjusted debt to EBITDA to be in the low- to mid-3x area as of year-end 2020, rising to the mid- to high-3x area in 2021. We expect about $10 million of FOCF deficits over the next 12 months." The $25 million super-priority revolving credit facility is undrawn at close of transaction with Alert 360 having about $15 million of cash on the balance sheet. Debt covenants require the company to maintain a minimum liquidity of $11.25 million at all times, and varying limits on subscriber acquisition costs (SAC) plus capital spending on an annual basis." "The negative outlook reflects the risk that we could lower our rating over the next 12 months if the company struggles to reverse ongoing cash flow deficits. In this scenario, Alert 360's cash flow deficits increase substantially, resulting from intense competition and greater-than-expected account churn, difficulty improving creation multiples, or higher cost outlays associated with sunsetting the 3G network." "Nevertheless, under our bases-case scenario we expect low- to mid-single-digit revenue growth with a stable margin profile (except for one-time 3G-related costs) and FOCF deficits of less than $10 million over the next 12 months." "We could lower the rating if we expect a payment default, restructuring, or distressed exchange will occur over the next six to 12 months." "Although unlikely the next 12 months, we could revise the outlook to stable or upgrade Alert 360 if it demonstrates materially better-than-expected financial performance, leading us to expect sustained FOCF to debt in the low- to mid-single-digit area." ALLIANCE HEALTHCARE: S&P Upgrades ICR to 'CCC+', Outlook Stable --------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Irvine, Calif.-based health care provider Alliance HealthCare Services to 'CCC+' from 'SD' (selective default) after the company completed an amendment to its credit agreement that the rating agency viewed as distressed. The rating agency lowered its issue-level rating on Alliance's first-lien term loan to 'CCC+' from 'B-'. The recovery rating remains '3', reflecting S&P's expectation of meaningful (50%-70%; rounded estimate: 55%) recovery. S&P is raising its rating on the company's second-lien term loan from 'D' to 'CCC-'. The recovery rating remains '6', reflecting the rating agency's expectation of negligible (0%-10%; rounded estimate: 0%) recovery. S&P said, "The stable outlook reflects our view that Alliance, including our assessment of the business and cash flow, has the financial flexibility and liquidity to meet its obligations over at least the next 12 months." "The company now has sufficient liquidity to meet its obligations despite our expectation for a cash flow deficit. The ability to defer some cash interest and amortization payments, if liquidity falls below a certain level, provides Alliance with liquidity support and financial flexibility. The amendment could also limit some capital expenditures and merger and acquisition activity. Based on these revisions, along with the company's cash balance and sufficient covenant headroom, we believe Alliance has adequate liquidity over the next 12 months. We expect its cash flow deficit to decline, lessening the need for such support past the next year." The revised credit agreement provides sufficient cushion to its financial covenants. Alliance was in violation of its financial covenants in the first and second quarters of 2020, but received a temporary waiver amid the coronavirus pandemic and as it negotiated an amendment. The revised agreement reduces the near-term risk that Alliance will violate financial covenants. Based on current estimates, the company has about a 20%-25% cushion to its September 2020 and December 2020 covenant ratios, which reflect new maximum leverage covenants of 6.75x and 7x, respectively, up from 4.75x. The ratios gradually step down to 6.25x by December 2021. The amended credit agreement revises the cash interest payments on the second-lien term loan from L+1,000 basis points (bps; 1% LIBOR floor) to L+100 bps (1% LIBOR floor) plus 1,000 bps payment-in-kind (PIK), along with warrants to potentially acquire equity in the company. The amendment also changes the terms for first-lien term loan lenders, giving the company the ability to defer up to 40% of scheduled amortization payments, depending on meeting a defined liquidity threshold. In return, lenders receive additional interest in PIK at 100 bps plus warrants to acquire equity in the company. If Alliance utilizes the amortization deferral feature, lenders will receive an additional 300 bps in the annual PIK rate (total 400 bps additional annual interest rate). The PIK feature increases the debt amount. S&P believes refinancing before the 2022 and 2023 maturities will be difficult and expensive. S&P said, "We expect continued discretionary cash flow deficits over next two years. Without material operational improvement and continued uncertainty from the coronavirus pandemic, we expect Alliance to generate a sizable discretionary cash flow deficit in 2020, declining in 2021, after payments to noncontrolling interests. We expect ongoing margin pressure as the majority of the company's radiology revenue is generated through hospital contracts for outsourced diagnostic imaging services. Diagnostic imaging is a slow-expanding, mature industry. We anticipate continued reimbursement pressures along with the ongoing shift away from hospital-based services. Large third-party commercial payers have increasingly directed patients to lower-cost, free-standing outpatient diagnostic imaging facilities. We expect adjusted-debt-to-EBITDA leverage of about 8.6x in 2020 and 7.6x in 2021 as recovery continues and the pandemic subsides." "The stable outlook reflects our belief liquidity is sufficient for Alliance to meet its revised obligations over at least the next 12 months. We expect steady sales growth as the coronavirus pandemic subsides and believe, along with cost mitigation efforts, EBITDA should stabilize." "We could lower the rating if we are less certain the company can meet its debt obligations, including remaining in compliance with its financial covenants and refinancing its 2022 maturity." "Although an upgrade is unlikely over the next 12 months, we could raise the rating if the company increases margins; and generates sustained discretionary cash flow (after distributions to noncontrolling interest holders)." AMERICAN BLUE: Village Inn Reaches Deal; Plan Confirmed ------------------------------------------------------- Law360 reports that the parent company of restaurant chain Village Inn reached a deal with an objecting franchise operator that allowed its Chapter 11 plan of reorganization to achieve confirmation in Delaware Monday, September 14, 2020, making it one of the few eateries to do so in the midst of the COVID-19 pandemic. During a hearing conducted virtually, debtor attorney B. Keith Poston of Nelson Mullins Riley & Scarborough LLP said American Blue Ribbon Holdings had achieved a settlement with Verlander Enterprises Inc. that will allow the franchise to exit its 11 Village Inn restaurants by the end of 2021 while dropping its objections to the plan. A copy of the Sept. 16, 2020 findings of fact, conclusions of law, and order confirming the Plan is available at: https://www.pacermonitor.com/view/DZSMOKQ/American_Blue_Ribbon_Holdings__debke-20-10161__0650.0.pdf About American Blue Ribbon Holdings Based in Nashville, Tennessee, American Blue Ribbon Holdings, LLC -- http://www.americanblueribbonholdings.com/-- operates two distinct regional family dining restaurant brands -- Village Inn and Bakers Square, as well as a bakery operation, Legendary Baking. Founded in 1958 and 1969, respectively, Village Inn and Bakers Square are full-service sit-down family dining restaurant concepts that feature a variety of menu items for all meal periods. As of the Petition Date, in connection with the family dining business, the Debtors operate 97 restaurants in 13 states, franchise 84 Village Inn restaurants, and maintain an e-commerce presence as well. Legendary Baking is the Debtors' manufacturing operation that produces pies in two Debtor-owned production facilities. Legendary Baking provides those pies to the Family Dining Business for sale in Village Inn and Bakers Square restaurants while also selling pies to other restaurants, independent bakers, and customers. American Blue Ribbon Holdings and four affiliates, namely (1)Legendary Baking, LLC, (2) Legendary Baking Holdings, LLC, (3) Legendary Baking of California, LLC, and (4) SVCC, LLC, each filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 20-10161) on Jan. 27, 2020. As of the Petition Date, American Blue Ribbon Holdings estimated between $100 million and $500 million in assets and between $50 million and $100 million in liabilities. The petitions were signed by Kurt Schnaubelt, chief financial officer. Judge Laurie Selber Silverstein is assigned to the cases. Young Conaway Stargatt & Taylor, LLP and KTBS LAW LLP serve as the Debtors' counsel. Epiq Corporate Restructuring, LLC, is the Debtors' claims and noticing agent. AMERICAN INDUSTRIES: Shepherd's Objects to Plan Disclosures ----------------------------------------------------------- Shepherd's Finance LLC, a Florida Limited Liability Company, objects to approval of the Disclosure Statement of debtor American Industries, LLC. Shepherd's Finance claims that the Disclosure Statement fails to disclose the actual date Debtor commenced business and falsely claims it commenced business in 2016. The Disclosure Statement fails to provide accurate and adequate information pertaining to the Debtor’s business. Shepherd's Finance states that revenue for 2016-2017 is falsely represented in the Disclosure Statement as earned by this Debtor. The Disclosure Statement fails to provide accurate and adequate information as to the revenue earned by this Debtor. Shepherd's Finance points out that the Debtor's Disclosure Statement fails to provide any information, much less adequate information, that its only ROC license was suspended on June 2, 2020, was suspended when the Disclosure Statement was filed and remains suspended as of the present date. Shepherd's Finance asserts that the Debtor has concealed assets that it failed to list in Debtor's Petition and Schedules. Debtor failed to list the four Vehicles it owns in its Petition and Schedules that were acquired by Debtor and fully paid for in cash in 2017 and 2018 that are collectively valued at $150,000. Shepherd's Finance further asserts that the Debtor failed to list Basil Ismail's Claim as an unsecured claim in an amount in excess of $500,000. Debtor failure to schedule Ishmail’s claim of $500,000 results in unsecured Claimants being owed more than $700,000, nearly 4 times the amounts Debtor claims is owed unsecured Creditors. A full-text copy of Shepherd's Finance's objection dated August 11, 2020, is available at https://tinyurl.com/y4lsskpz from PacerMonitor at no charge. Attorney for Debtor: Jonathan P. Ibsen Canterbury Law Group, LLP 14300 N. Northsight Blvd., Ste. 129 Scottsdale, AZ 85260 Attorney for Shepherd's Finance: LAW OFFICES OF CONSTANCE SUTTON, P.C. 428 E. Thunderbird Rd., #628 Phoenix, Arizona 85022 Tel: (602) 263-0070 Fax: (602) 513-7208 E-mail: lawarizona@cox.net About American Industries American Industries, LLC filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 19-10359) on Aug. 16, 2019. Jonathan P. Ibsen, Esq. of CANTERBURY LAW GROUP, LLP, is the Debtor's counsel. AMERICAN MACHINE: EA Loses Summary Judgment Bid vs Richemes ----------------------------------------------------------- In the case captioned ENGINEERED ABRASIVES, INC., Plaintiff, v. EDWARD C. RICHERME, EDWARD RICHERME, and KAREN RICHERME, Defendants, Case No. 18 C 6562 (N.D. Ill.), the Plaintiff sued Edward C. Richerme, Edward Richerme, and Karen Richerme for violations of the Lanham Act, unfair competition, deceptive business practices, breach of contract, and unjust enrichment. EA alleged it is contractually entitled to certain common law trademarks pursuant to a settlement agreement with the defendants and that the defendants breached the agreement by using these marks. EA has moved for partial summary judgment on its breach of contract claim. Upon analysis, District Judge Matthew F. Kennelly denied EA's motion for partial summary judgment. EA is an Illinois company that designs and manufactures automated shot peening and blast finishing equipment. It also makes replacement parts for these machines. In 2011, EA employees Edward Richerme (Ed), his wife Karen Richerme, and their son Edward C. Richerme (Eddie) left EA and formed a competing company, American Machine Products & Service, Inc. (AMPS). Since then, EA has initiated a number of lawsuits against the defendants. In February 2012, EA sued Ed and Eddie in state court, alleging that they improperly used EA's trade secrets while selling service and repair parts for EA's shot peening machines. In October and December of that year, the state court entered two preliminary injunctions that restrained AMPS, Ed, and Eddie from, among other things, using EA part numbers and contacting its customers. In October 2013, while the state action was still pending, EA filed a parallel action against AMPS in federal court for the improper use of EA's copyrighted and trademarked materials. In March 2015, the federal court entered a default judgment against AMPS, awarding EA $719,814.04 and permanently enjoining AMPS from using certain EA trademarks. That same month, the state court entered an order directing AMPS, Ed, and Eddie to return any materials in their possession that belonged to EA. In May 2015, AMPS filed for Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the Northern District of Illinois. In September 2015, the bankruptcy court converted the bankruptcy to a Chapter 7 proceeding and appointed a trustee. In August 2015, a few months after EA obtained the default judgment against AMPS, it sued AMPS in federal court again. In this case, EA alleged, among other things, that in July 2015, AMPS made false and misleading statements about EA in violation of the Lanham Act. In June 2016, a judge of the U.S. District Court for the District of Illinois presided over a settlement conference that resulted in a settlement agreement to resolve the claims arising out of the August 2015 lawsuit. The settlement agreement included a "terms of injunction" clause that, among other things, prohibited the Richermes from making false and misleading statements about EA. The agreement also required the defendants to make a $75,000 payment to EA, which the insurer for AMPS paid. It also included a liquidated damages clause under which the Richermes agreed to pay EA $250,000 for any breach of the permanent injunction. Finally, the parties agreed to a "mutual release clause." The barrage of litigation activity that followed the parties' settlement revealed that they vehemently disagree over the scope and extent of this term of the settlement agreement. Shortly after the parties settled, the Richermes, relying on the settlement agreement's mutual release clause, moved to dismiss EA's pending state action against AMPS in Will County and asked the federal court to vacate the March 2015 default judgment against AMPS. EA argued, however, that the mutual release clause did not require it to release any claims against the defendants other than the August 2015 claims. The Richermes contended that the clause required EA to release any and all claims it had against the defendants arising out of disputes predating the settlement agreement. The federal district court and the state court each ruled against EA. Both courts concluded that the settlement agreement's mutual release clause unambiguously requires EA to release all claims predating the settlement -- including the default judgment it had obtained against AMPS. Meanwhile, AMPS' bankruptcy proceeding resulted in a bankruptcy sale. On August 25, 2016, the bankruptcy court issued a sale order whereby EA purchased certain AMPS assets. The bill of sale listed the following purchased assets: books and records, parts numbers and product numbers; inventories; tools, machines, and equipment listed on the Debtor's Schedule B . . . filed in the Bankruptcy Case (but only to the extent still in Seller's possession); materials and supplies; computers and computer software; all domain names (including without limitation ampsabrasives.com and all related registrar information, passwords, login and registration information for such domain); and all records pertaining to the foregoing. Despite unfavorable rulings from the federal district court and the Will County circuit court, EA continued to challenge the scope of the release clause. In 2017, EA appealed both the federal district court and state circuit court rulings on the mutual release clause -- but to no avail. In February 2018, the Seventh Circuit affirmed the district court's ruling. The Seventh Circuit held that the mutual release clause unambiguously required EA to release all claims it had against the defendants arising out of pre-settlement conduct -- including the default judgment. In June 2018, the Illinois appellate court came to the same conclusion as the Seventh Circuit and affirmed the state circuit court judgment. The Illinois Supreme Court denied EA's petition for leave to appeal. In September 2018, EA filed the present lawsuit against the Richermes, alleging trademark infringement, unfair competition, breach of contract, and unjust enrichment. EA alleged that from at least August 2016 through September 2018, the defendants sold parts using the AMPS name and website address after these assets had become EA's property. EA contended that this conduct violated the settlement agreement's provision that bars the Richermes from making false and misleading statements about EA, its products, and services. Between August 2016 and September 2018, Eddie Richerme worked as a sales representative for Forecast, a competitor of EA. EA alleged that the defendants improperly accepted and filled orders by creating invoices, purchase orders, and packing slips that bore AMPS' business name and website address in connection with the sale of Forecast products. EA contended that Eddie also used an AMPS part list that included EA part numbers that the Richermes were obligated to return to EA under the March 2015 injunction. EA has moved for partial summary judgment on its breach of contract claim. EA alleged that the Richermes breached the settlement agreement because they made false and misleading statements about EA. EA argued that the breach entitles it to $250,000 in liquidated damages. EA also contended that the Court should declare its release of the Richermes null and void because they breached the settlement agreement. EA argued that there is no dispute of fact regarding the fulfillment of its obligations under the settlement agreement. Specifically, EA argued that it "dismissed the underlying lawsuit -- the only suit that EA intended to dismiss by entering into the agreement." It argued that the settlement agreement "does not identify any additional specific steps that EA was required to take, such as dismissing other lawsuits or vacating judgments" and that it "never intended to release any of these actions." In EA's view, its only obligation under the mutual release clause was to release the claims arising out of the lawsuit it filed against the defendants in federal court in August 2015. According to Judge Kennelly, EA is wrong. The Seventh Circuit and the Illinois Appellate Court were clear in their 2018 rulings against EA: the mutual release clause in the parties' settlement agreement unambiguously obligates EA to release all claims against the defendants arising or occurring prior to the agreement. EA's argument is thwarted by these decisions. The defendants have produced evidence showing that EA filed a lawsuit against the Richermes in state court as recently as April 25, 2017. A review of EA's complaint reveals that it includes claims that arise out of conduct predating the settlement agreement. Thus under the Seventh Circuit and state appellate court's decisions, EA is required to dismiss this suit as well -- as least to the extent it covers pre-settlement agreement conduct. The Richermes contended that EA has not done so. In its reply brief, EA repeated that it fulfilled its obligations under the settlement agreement, but it points to no evidence that it has dismissed the 2017 state court suit such as a notice of dismissal, court order, or copy of the docket. For these reasons, EA has not removed the question of whether it fulfilled its contractual obligations from the realm of disputed issues. This makes summary judgment in EA's favor inappropriate, the Court said. A copy of the Court's Memorandum Opinion and Order is available at https://bit.ly/33XUPsC from Leagle.com. About American Machine Products American Machine Products & Service, Inc. filed for chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 15-16038) on May 5, 2015, and was represented by Karen J. Porter, Esq. of Porter Law Network. The case was later converted to proceedings under Chapter 7 of the Bankruptcy Code. AMERICORE HOLDINGS: Ellwood Unable to Find Buyer ------------------------------------------------ Carol L. Fox, the Chapter 11 Trustee for Americore Holdings, LLC, et al., said in a status report filed September 2020 that after an exhaustive sale process, B. Riley was unable to find a buyer for the closed Ellwood City Medical Center. The Trustee and her professionals have been working with Pelorus Equity Group, Inc. related to Pelorus' credit bid. This is outlined in the Motion to Approve Compromise under Rule 9019 with Pelorus Equity Group, Inc. filed with the Bankruptcy Court. It is anticipated that a sale motion will be filed related to Ellwood City Medical Center. Patrick O'Shea of Ellwood City Ledger reports that in a report filed in U.S. Bankruptcy Court Eastern Kentucky District, court-appointed trustee Carol Fox said agents made an exhaustive effort over several months to sell the Pershing Street facility without success. The one company to make an offer, Delray, Fla.-based Third Friday Total Return Fund LP, which claimed to be the largest debt holder on Americore Holdings LLC, the bankrupt owner, was rejected in August by the court because of financing concerns. The fallout left just Pelorus, which bought the $5.39 million mortgage to the hospital that was held by a South Carolina firm in July and claims to be owed a total of about $10 million from Americore. According to the Ledger, Pelorus' offer is a credit bid of $587,477 for all Ellwood City Medical Center Operations accounts and accounts receivable and a minimum of $2.53 million for all assets of Ellwood City Medical Center Real Estate. Pelorus also said it would make a cash payment of $232,707 for contracts and leases and other assets of the hospital's operation. The company would become the custodian of medical center medical records. The hospital has been closed since December and lost its license from the state health department in January. Florida-based Americore, which formally acquired the former nonprofit Ellwood City Hospital in October 2017, declared Chapter 11 bankruptcy on Dec. 31, after months of financial issues, including delayed paychecks and contract payments. Its CEO and owner, Grant White, remains under local, state and federal investigations related to the company's business dealings. About Americore Holdings Americore Holdings, LLC and its affiliates, including Americore Health LLC, own and operate the Ellwood City Medical Center in Pennsylvania, Southeastern Kentucky Medical Center (formerly Pineville Community Hospital), Izard County Medical Center in Arkansas; and St. Alexius Hospital in St. Louis. Americore Holdings and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Case No. 19-61608) on Dec. 31, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $50,000. Judge Gregory R. Schaaf oversees the case. Bingham Greenebaum Doll, LLP, is the Debtor's legal counsel. Carol A. Fox was appointed as the Debtors' Chapter 11 trustee. The Trustee is represented by Baker & Hostetler LLP. B. Riley, FRB, Inc. is the investment banker. ASPEN CLUB & SPA: Owner Gives Up Fight With Creditors ----------------------------------------------------- Rick Carroll of Aspen Times reports that The Aspen Club and Spa is out of bankruptcy and back into foreclosure, but this time owner Michael Fox said he and his team won't be battling their creditors. The Aspen Club declared Chapter 11 bankruptcy in May 2019 to stop foreclosure. The bankruptcy judge, however, dismissed the bankruptcy case in Denver on Sept. 1, 2020 and a creditor file documents in Pitkin County on Sept. 2, 2020 to foreclose on the east Aspen property. "We're in support of the foreclosure," Fox said. "And we're not going to stay in the way of these guys." GPIF Aspen Club for the second time is attempting to foreclose on the Aspen Club. Documents state that Aspen Club owes $30 million to GPIF. GPIF Aspen Club is affiliated with Dallas investor Jeff Goff's GP Invitation Funds and is associated with companies that own the Canyon Ranch luxury resorts in Tucson, Arizona, and Lenox, Massachusetts, and the Brown Palace hotel in Denver. About The Aspen Club & Spa The Aspen Club & Spa, LLC owns and operates a private membership club that offers high intensity interval training (HI2T), cardio, and yoga classes. Aspen Club & Spa sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 19-14158) on May 16, 2019. At the time of the filing, Aspen Club & Spa had estimated assets of less than $50,000 and liabilities of between $100 million and $500 million. On May 17, 2019, Aspen Club Redevelopment Company, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 19-bk-14200). Aspen Club Redevelopment is a wholly-owned subsidiary of Aspen Club & Spa. Judge Joseph G. Rosania Jr. oversees the cases. The Debtors tapped Markus Williams Young & Hunsicker LLC as their legal counsel. AUGUSTA MOTORS: Seeks to Hire Hester Baker as Attorney ------------------------------------------------------ Augusta Motors, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Hester Baker Krebs LLC, as attorney to the Debtors. Augusta Motors requires Hester Baker to: (a) give the Debtors legal advice with respect to its powers and duties as debtor-in-possession and management of its property; (b) take necessary action to avoid the attachment of any lien against the Debtors' property threatened by secured creditors holding liens; (c) prepare on behalf of the Debtors as debtor-in-possession necessary petitions, answers, orders, reports, and other legal papers; and (d) perform all other legal services for the Debtors as debtor-in-possession which may be necessary herein, inclusive of the preparation of petitions and orders respecting the sale or release of equipment not found to be necessary in the management of its property, to file petitions and orders for the borrowing of funds. Hester Baker will be paid based upon its normal and usual hourly billing rates. Hester Baker will be paid a retainer in the amount of $6,717, inclusive of filing fee. Hester Baker will also be reimbursed for reasonable out-of-pocket expenses incurred. David R. Krebs, partner of Hester Baker Krebs 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. Hester Baker can be reached at: David R. Krebs, Esq. HESTER BAKER KREBS LLC 1 Indiana Square, Suite 1600 Indianapolis, IN 46204 Tel: (317) 833-3030 E-mail: dkrebs@hbkfirm.com About Augusta Motors Augusta Motors, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Ind. Case No. 20-05414) on September 28, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Hester Baker Krebs LLC. AUTHENTIKI LLC: Tiki Bar Files for Chapter 11 Bankruptcy -------------------------------------------------------- Danielle Nelson of Grand Rapids Business Journal reports that the owners of a downtown tiki bar and restaurant in Grand Rapids, Michigan declared bankruptcy. Mark A. Sellers III, former president of BarFly Ventures LLC and current manager of Authentiki LLC, the wholly owned subsidiary for Max's South Seas Hideaway (MSSH), filed Chapter 11 (subchapter V) bankruptcy for MSSH, 58 Ionia Ave. SW, and Authentiki, each, on Thursday at the U.S. Bankruptcy Court in the Western District of Michigan because of the financial toll that resulted from the COVID-19 shutdown. The bankruptcy was filed to restructure the debt of MSSH and preserve its value. Despite receiving a Paycheck Protection Program loan of $505,022, a United States Small Business Administration (SBA) Economic Disaster Injury Loan (EIDL) of $149,900 and reopening in June to a maximum capacity crowd of 50%, Sellers stated in court documents that "the return to profitability will not be swift enough to satisfy other creditors asserting claims against the debtors." Authentiki and MSSH creditors are SBA, the landlord and Wolverine Building Group Inc. Sellers stated in court filings that they need to repay EIDL in the principal amount of $149,900 and the SBA may assert claims to all of Authentiki's assets, including its cash collateral. Per court documents, the landlord can assert a first priority asset lien against all of MSSH's personal property, including inventory at the restaurant and secure MSSH's rent obligation including, without limitation, approximately $76,923 in unpaid back rent. Wolverine Building Group Inc. asserted a second priority secured claim in the principal amount of $125,000 as of Wednesday, October 28, 2020, against Authentiki. "It is anticipated that Wolverine will assert that its claim is secured by substantially all of Authentiki's assets, including its cash collateral," Sellers stated. Sellers is requesting the use of cash collateral to make the repayments. Per court documents, Authentiki LLC has approximately $4,778.85 in cash and MSSH LLC has $283,522.30. MSSH LLC accounts receivable is valued at approximately $2,634.30, which are solely comprised of undeposited credit card payments and inventory of approximately $36,598.84 in Authentiki LLC and $68,050 in MSSH LLC. Authentiki has 55 hourly and salary employees who are due to be paid Nov. 16. It will owe its employees a gross amount of approximately $67,000, according to the filing. There are other payments owed, including utilities and approximately $32,110.01 in the redemption of gift cards, coupons and sales promotions obligations. The owners of Authentiki include Sellers, Juniper Engineering Inc., Masters of Run LLC and Michael Sourioller. Their ownership percentages, respectively, are 45.93%, 23.3%. 29.67% and 1%, according to court documents. About Max's South Seas Hideaway Max's South Seas Hideaway is a Polynesian restaurant and tiki bar in Grand Rapids, West Michigan. Authentiki, LLC and affiliate MSSH, LLC sought Chapter 11 protection (Bankr. W.D. Mich. Case No. 20-03322 and 20-03323) on Oct. 29, 2020. Authentiki was estimated to have less than $50,000 in assets and at least $1 million in liabilities as of the bankruptcy filing. The Debtors' counsel: Joseph K. Grekin Schafer And Weiner, PLLC Tel: 248-540-3340 E-mail: jgrekin@schaferandweiner.com AUTONATION INC: Egan-Jones Hikes Senior Unsecured Ratings to BB+ ---------------------------------------------------------------- Egan-Jones Ratings Company, on October 26, 2020, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by AutoNation Incorporated to BB+ from BB. Headquartered in Fort Lauderdale, Florida, AutoNation, Inc. retails automobiles. BEATRICE REALTY: Unsecureds' Recovery Hiked to 80% in Ablitt's Plan ------------------------------------------------------------------- Creditor Steven Ablitt filed the Amended Disclosure Statement with respect to Amended Chapter 11 Plan of Reorganization for Debtor Beatrice Realty Group, LLC on September 24, 2020. The Plan contemplates that in exchange for a payment that will provide for a substantial dividend to unsecured creditors, the equity of the Reorganized Debtor will be transferred to a to-be-formed Massachusetts limited liability company, which will be owned by Plan Proponent Steven Ablitt and Mark Joseph, a Massachusetts attorney who will obtain his broker's license. The Plan will be sufficient to satisfy all administrative and priority claims and pay an 80% dividend to the holders of allowed general unsecured claims on the date that is thirty days from the effective date of the Plan. The Reorganized Debtor will bring current the Debtor's obligation to secured creditor Citizens Bank and provide ordinary payments. In addition, 80% of the unsecured claim of Steven Ablitt will be assumed by the Reorganized Debtor and paid only when all other Allowed Claims have been satisfied. Under the Plan, Class 4A -- comprised of allowed general unsecured claims other than the claim of Steven Ablitt -- is projected to total $13,016 and will recover 80% of their claims, without interest. Class 4B -- comprised of the general unsecured claim of Ablitt -- will be allowed in full but Ablitt will receive no distribution; instead, the claim will be assumed by the Reorganized Debtor and paid only when all other allowed claims have been satisfied. In the prior iteration of the Plan and Disclosure Statement, all unsecured creditors were classified in Class 2. Holders of Class 2 Unsecured Claims will receive, on account of the Allowed Amount of their claims, a pro rata distribution of $250,000, for a recovery of 43 percent. A full-text copy of the Disclosure Statement dated Aug. 11, 2020, is available at https://tinyurl.com/y4tfqsrf from PacerMonitor at no charge. A full-text copy of the Amended Disclosure dated Sept. 24, 2020, is available at https://tinyurl.com/y6t4o79p from PacerMonitor at no charge. Steven Ablitt is represented by: David B. Madoff Steffani M. Pelton MADOFF & KHOURY LLP 124 Washington Street, Suite 202 Foxboro, MA 02035 Tel: (508) 543-0040 About Beatrice Realty Group Beatrice Realty Group, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-12552) on July 29, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $500,000 and liabilities of less than $1 million. The Law Office of Joseph G. Butler is the Debtor's counsel. BULL SHIRTS: Court Confirms Reorganization Plan ----------------------------------------------- Judge Jeffrey P. Norman on Oct. 27, 2020, has confirmed Bull Shirts Inc. and Bull Shirts I Ltd.'s First Amended Joint Chapter 11 Plan of Reorganization. The Court earlier conditionally approved the Disclosure Statement and set an Oct. 27 hearing on the Plan. The Plan confirmation order also provides: "Ad Valorem Taxes: Debtors shall pay tax year 2019 real and personal property taxes owing to Harris County and Cypress-Fairbanks Independent School District (the "Taxing Authorities") on the Effective Date, together with postpetition interest at the rate of 12% per annum. Debtors shall pay tax year 2020 real and personal property taxes owing to the Taxing Authorities in the ordinary course of business as such tax debts come due and prior to said ad valorem taxes becoming delinquent. In the event the 2020 taxes are not paid prior to the delinquency date as set forth in the Texas Property Tax Code, interest will begin to accrue until the taxes are paid in full. The Taxing Authorities shall retain their statutory liens securing their pre and post-petition tax debts until such time as the tax debts are paid in full. In the event of a default in the payment of the taxes owed to the Taxing Authorities as provided herein, the Taxing Authorities shall provide notice to counsel for the Debtors who shall have 30 days from the date of such notice to cure the default. If the default is not cured, the Taxing Authorities shall be entitled to pursue collection of all amounts owed pursuant to state law outside this Court." A copy of the Plan Confirmation Order is available at: https://www.pacermonitor.com/view/FDIZPNY/Bull_Shirts_Inc_and_Bull_Shirts__txsbke-20-31746__0075.0.pdf?mcid=tGE4TAMA About Bull Shirts Bull Shirts, Inc. -- https://www.bull-shirts.com/ -- is a full service advertising specialty company offering a wide range of promotional items to promote its clients' companies. Bull Shirts, Inc. filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-31746) on March 13, 2020. In the petition signed by Joseph Dottenweich, president, the Debtor was estimated to have $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Matthew Hoffman, Esq. at HOFFMAN & SAWERIS, P.C. serves as the Debtor's counsel. BULL SHIRTS: Unsec. Creditors to Recover 20% in 5 Years ------------------------------------------------------- Bull Shirts, Inc., and Bull Shirts I Ltd. filed with the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, a Joint Disclosure Statement for Joint Plan of Reorganization dated September 1, 2020. Each creditor holding a Class 6 Claim, which are not secured by a lien or security interest, shall be paid 20% of its allowed claim, paid out in equal monthly installments over 60 months. Each creditor holding an Allowed Class 7 Claim, which are unsecured claims of $1,000 or less, will receive 70% of the amount of its claim, in cash, on the Effective Date or when such claim is allowed or ordered paid by Final Order of the Court, whichever date is later. Each equity interest holder shall be allowed to retain such interest held in consideration for waiver of prepetition claims against the Debtors. The Debtors project a combined net profit over the next four quarters of operations of $151,473. As a result, this projected profit will create sufficient disposable income to fund manageable Chapter 11 Plan payments. The Debtors are in the process of arranging to fund the Plan of Reorganization out of the Debtor's projected significant, improvement in overall income over the next few months and years. A full-text copy of the joint disclosure statement dated September 1, 2020, is available at https://tinyurl.com/yxg2p4ru from PacerMonitor.com at no charge. The Debtors are represented by: Matthew Hoffman Alan B. Saweris Hoffman & Saweris, p.c. 2777 Allen Parkway, Suite 1000 Houston, Texas 77019 Tel: (713) 654-9990 About Bull Shirts Bull Shirts, Inc. -- https://www.bull-shirts.com -- is a full service advertising specialty company offering a wide range of promotional items to promote its clients' companies. Bull Shirts, Inc. filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-31746) on March 13, 2020. In the petition signed by Joseph Dottenweich, president, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Matthew Hoffman, Esq. at HOFFMAN & SAWERIS, P.C. serves as the Debtor's counsel. CANCER GENETICS: Ionic Ventures Acquires 6.5% Equity Stake ---------------------------------------------------------- Ionic Ventures LLC, Brendan O'Neil, and Keith Coulston disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Nov. 2, 2020, they beneficially own 250,000 shares of common stock of Cancer Genetics, Inc., which represents 6.46% of the shares outstanding. Ionic is the beneficial owner of 250,000 shares of Common Stock. Ionic has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised by its managers, Mr. O'Neil and Mr. Coulston. Mr. O'Neil and Mr. Coulston, as managers of Ionic, have shared power to vote and/or dispose of the Shares beneficially owned by Ionic. Neither Mr. O'Neil nor Mr. Coulston directly owns any shares of Common Stock of the Issuer. By reason of the provisions of Rule 13d-3 of the Act, each of Mr. O'Neil and Mr. Coulston may be deemed to beneficially own the Shares beneficially owned by Ionic. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1349929/000175392620000345/g082048_sc13g.htm About Cancer Genetics Through its vivoPharm subsidiary, the Cancer Genetics -- http://www.cancergenetics.com-- offers proprietary pre-clinical test systems supporting clinical diagnostic offerings at early stages, valued by the pharmaceutical industry, biotechnology companies and academic research centers. The Company is focused on precision and translational medicine to drive drug discovery and novel therapies. vivoPharm specializes in conducting studies tailored to guide drug development, starting from compound libraries and ending with a comprehensive set of in vitro and in vivo data and reports, as needed for Investigational New Drug filings. vivoPharm operates in The Association for Assessment and Accreditation of Laboratory Animal Care International (AAALAC) accredited and GLP compliant audited facilities. Cancer Genetics reported a net loss of $6.71 million for the year ended Dec. 31, 2019, compared to a net loss of $20.37 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $11.79 million in total assets, $6.68 million in total liabilities, and $5.10 million in total stockholders' equity. Marcum LLP, in Houston, Texas, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 29, 2020, citing that the Company has minimal working capital, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CANCER GENETICS: Launches $2 Million Bought Deal Offering --------------------------------------------------------- Cancer Genetics, Inc., has entered into an underwriting agreement with H.C. Wainwright & Co., LLC under which the underwriter has agreed to purchase on a firm commitment basis 909,091 shares of common stock of the Company at a price to the public of $2.20 per share, less underwriting discounts and commissions. The offering is expected to close on or about Nov. 2, 2020, subject to satisfaction of customary closing conditions. H.C. Wainwright & Co. is acting as the sole book-running manager for the offering. The Company has also granted to the underwriter a 30-day option to purchase up to an additional 136,363 shares of common stock at the public offering price, less underwriting discounts and commissions. The gross proceeds of the offering are expected to be approximately $2.0 million, prior to deducting underwriting discounts and commissions and offering expenses and excluding the underwriter's option to purchase additional shares. Cancer Genetics intends to use the net proceeds to fund working capital and other general corporate purposes. A shelf registration statement on Form S-3 relating to the public offering of the shares of common stock described above was filed with the Securities and Exchange Commission and was declared effective on July 21, 2020. A preliminary prospectus supplement describing the terms of the offering was filed with the SEC on Oct. 28, 2020, and is available on the SEC's website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained, when available, from H.C. Wainwright & Co., LLC, 430 Park Avenue 3rd Floor, New York, NY 10022, or by calling (646) 975-6996 or by emailing placements@hcwco.com or at the SEC’s website at http://www.sec.gov. About Cancer Genetics Through its vivoPharm subsidiary, the Cancer Genetics -- http://www.cancergenetics.com/-- offers proprietary pre-clinical test systems supporting clinical diagnostic offerings at early stages, valued by the pharmaceutical industry, biotechnology companies and academic research centers. The Company is focused on precision and translational medicine to drive drug discovery and novel therapies. vivoPharm specializes in conducting studies tailored to guide drug development, starting from compound libraries and ending with a comprehensive set of in vitro and in vivo data and reports, as needed for Investigational New Drug filings. vivoPharm operates in The Association for Assessment and Accreditation of Laboratory Animal Care International (AAALAC) accredited and GLP compliant audited facilities. Cancer Genetics reported a net loss of $6.71 million for the year ended Dec. 31, 2019, compared to a net loss of $20.37 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $11.79 million in total assets, $6.68 million in total liabilities, and $5.10 million in total stockholders' equity. Marcum LLP, in Houston, Texas, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 29, 2020, citing that the Company has minimal working capital, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CARPENTER TECHNOLOGY: Egan-Jones Cuts Unsec. Debt Ratings to BB- ---------------------------------------------------------------- Egan-Jones Ratings Company, on October 27, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Carpenter Technology Corporation to BB- from BB. Headquartered in Philadelphia, Pennsylvania, Carpenter Technology Corporation manufactures, fabricates, and distributes stainless steels, titanium, and specialty metal alloys. CENTER CITY: Investor Freedman Seeks $500M from Bankrupt Hospitals ------------------------------------------------------------------ Steven Church of Bloomberg News reports that health-care investor Joel Freedman is seeking more than $500 million from the bankrupt shell of the hospitals he cobbled together starting in 2017 and then walked away from two years later. Mr. Freedman and several entities affiliated with the Los Angeles private equity investor have filed multiple claims in the bankruptcy cases of the two historic, Philadelphia medical facilities: Hahnemann University Hospital and St. Christopher's Hospital for Children. Two of the biggest claims are designed to indemnify Freedman and his affiliates against monetary demands made by other entities involved in the bankruptcy case. About Center City Healthcare Center City Healthcare, LLC, is a Delaware limited liability company that operates 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. The cases are assigned to Judge Kevin Gross. The Debtors tapped Saul Ewing Arnstein & Lehr LLP as legal counsel; EisnerAmper LLP as restructuring advisor; SSG Advisors, LLC as investment banker; and Omni Management Group, Inc. as claims and noticing agent. CHESAPEAKE ENERGY: Davis, Vinson 2nd Update on FILO Term Lenders ---------------------------------------------------------------- In the Chapter 11 cases of Chesapeake Energy Corporation, et al., the law firms of Davis Polk & Wardwell LLP and Vinson & Elkins LLP submitted a second amended verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose an updated list of Ad Hoc Group of FLLO Term Loan Lenders that they are representing. In or around April 2020, a group formed by certain lenders under that certain Term Loan Agreement, dated December 19, 2019, by and among Chesapeake Energy Corporation, the subsidiary borrowers party thereto, the lenders and other parties thereto, and GLAS USA LLC, as administrative agent formally engaged Davis Polk to represent it in connection with a potential restructuring of the Debtors. In or around May 2020, the Ad Hoc Group of FLLO Term Loan Lenders engaged Vinson & Elkins LLP to represent it as Texas bankruptcy counsel. In addition to the Ad Hoc Group of FLLO Term Lenders, a separate team of attorneys at Davis Polk represents Williams Company in these Chapter 11 Cases. Davis Polk does not represent or purport to represent any entities other than the Ad Hoc Group of FILO Term Lenders and William Company in connection with the Chapter 11 Cases. Vinson & Elkins represents only the Ad Hoc Group of FLLO Term Loan Lenders. Vinson & Elkins does not represent or purport to represent any entities other than the Ad Hoc Group of FLLO Term Loan Lenders in connection with the Chapter 11 Cases. The Members of the Ad Hoc Group of FLLO Term Loan Lenders, collectively, beneficially own or manage: a. $1,229,897,774 in aggregate principal amount of the loans under the FLLO Credit Agreement; b. $51,088,275 in aggregate principal amount of the loans under that certain amended and restated credit agreement, dated as of September 12, 2018, by and among Chesapeake Energy Corporation, as borrower, the Debtor guarantors party thereto, MUFG Union Bank, N.A., as administrative agent, and the other lender, issuer, and agent parties thereto; c. $470,777,000 in aggregate outstanding amount of the notes issued under that certain indenture for certain 11.5% senior secured notes due 2025 dated as of December 19, 2019; d. $465,609,000 in aggregate outstanding amount of unsecured notes issued by Chesapeake Energy Corporation, including convertible notes; e. $54,800,000 in aggregate commitments Revolving DIP Loans under the DIP Facility; f. $67,865,319 in Roll-Up Loans under the DIP Facility. g. (220,000) shares of the common stock; and h. $7,150,000 in aggregate par value of convertible preferred stock issued by Chesapeake Energy Corporation As of Oct. 28, 2020, members of the Ad Hoc Group FLLO Term Loan Lenders and their disclosable economic interests are: ALTA FUNDAMENTAL ADVISERS LLC 777 Third Avenue 19th Floor New York, NY 10017 * $17,000,000.00 in aggregate principal amount of FLLO Term Loans * $16,750,000 in aggregate outstanding amount of Unsecured Notes APPALOOSA LP 51 John F Kennedy Pkwy Short Hills, NJ 07078 * $87,800,000.00 in aggregate principal amount of FLLO Term Loans * $131,168,000 in aggregate outstanding amount of 2L Notes BLACKROCK FINANCIAL MANAGEMENT, INC 55 E. 52nd Street New York, NY 10055 * $129,800,000 in aggregate principal amount of FLLO Term Loans * $62,539,000 in aggregate principal amount of Unsecured Notes CAPITAL RESEARCH AND MANAGEMENT COMPANY 333 South Hope St., 55th Floor Los Angeles, CA 90071 * $84,500,000 in aggregate principal amount of FLLO Term Loans * $118,454,000 in aggregate outstanding amount of 2L Notes * $87,071,000 in aggregate outstanding amount of Unsecured Notes CARVAL INVESTORS, LP 461 5th Ave. New York, NY 10017 * $63,240,000 in aggregate principal amount of FLLO Term Loans CITADEL ADVISORS LLC 601 Lexington Ave. New York, NY 10022 * $29,170,000 in aggregate principal amount of FLLO Term Loans * $2,500,000 in aggregate outstanding amount of 2L Notes * $3,000,000 in aggregate outstanding amount of Unsecured Notes * (220,000) shares of Common Stock * $7,150,000 of Convertible Preferred Stock CYRUS CAPITAL PARTNERS, L.P. 65 East 55th St., 35th Floor New York, NY 10022 * $3,381,714 in aggregate principal amount of FLLO Term Loans * $12,712,000 in aggregate outstanding amount of 2L Notes * $3,380,000 in aggregate outstanding amount of Unsecured Notes D.E. SHAW GALVANIC PORTFOLIOS, L.L.C. 1166 Avenue of the Americas 9th Floor New York, NY 10036 * $108,478,000 in aggregate principal amount of FLLO Term Loans * $83,186,000 in aggregate outstanding amount of 2L Notes * $189,679,500 in aggregate outstanding amount of Unsecured Notes FIDELITY MANAGEMENT & RESEARCH 200 Seaport Blvd. Boston, MA 02210 * $233,480,000 in aggregate principal amount of FLLO Term Loans * $44,192,000 in aggregate outstanding amount of 2L Notes * $43,693,000 in aggregate outstanding amount of Unsecured Notes GLENDON CAPITAL MANAGEMENT L.P. 2425 Olympic Blvd. Suite 500E Santa Monica, CA 90404 * $60,785,000 in aggregate principal amount of FLLO Term Loans * $29,000,000 in aggregate outstanding amount of Unsecured Notes KEYFRAME CAPITAL PARTNERS, L.P. 65 East 55th St., 35th Floor New York, NY 10022 * $4,404,286 in aggregate principal amount of FLLO Term Loans * $6,288,000 in aggregate outstanding amount of 2L Notes * $6,620,000 in aggregate outstanding amount of Unsecured Notes KING STREET CAPITAL MANAGEMENT, L.P. 299 Park Ave., #40 New York, NY 10171 * $17,382,000 in aggregate principal amount of FLLO Term Loans * $72,277,000 in aggregate outstanding amount of 2L Notes * $25,876,000 in aggregate outstanding amount of Unsecured Notes OAKTREE CAPITAL MANAGEMENT 333 South Grand Ave. 28th Floor Los Angeles, CA 90071 * $142,326,774 in aggregate principal amount of FLLO Term Loans * $51,088,275 in aggregate principal amount of Revolving Credit Facility Loans * $54,800,000 in aggregate commitments Revolving DIP Loans under the DIP Facility * $67,865,319 in Roll-Up Loans under the DIP Facility PALOMA PARTNERS MANAGEMENT COMPANY Two American Lane Greenwich, CT 06836 * $2,000,000 in aggregate principal amount of FLLO Term Loans * $1,000,000 in aggregate outstanding amount of Unsecured Notes PGIM, INC. Prudential Tower 655 Broad Street, 8th Floor Newark, New Jersey 07102 * $246,150,000 in aggregate principal amount of FLLO Term Loans Counsel to the FILO Ad Hoc Group can be reached at: DAVIS POLK & WARDWELL LLP Damian S. Schaible, Esq. Darren S. Klein, Esq. Benjamin S. Kaminetzky, Esq. Aryeh Ethan Falk, Esq. Daniel Rudewicz, Esq. 450 Lexington Avenue New York, NY 10017 Tel: 212-450-4169 Fax: 212-701-5800 Email: damian.schaible@davispolk.com darren.klein@davispolk.com ben.kaminetzky@davispolk.com aryeh.falk@davispolk.com daniel.rudewicz@davispolk.com - and - VINSON & ELKINS LLP Harry A. Perrin, Esq. Emily S. Tomlinson, Esq. 1001 Fannin Street, Suite 2500 Houston, TX 77002-6760 Tel: 713.758.2222 Fax: 713.758.2346 Email: hperrin@velaw.com etomlinson@velaw.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/38pABLd About Chesapeake Energy Corp. Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. Chesapeake Energy reported a net loss of $308 million for the year ended Dec. 31, 2019. As of Dec. 31, 2019, the company had $16.19 billion in total assets, $2.39 billion in total current liabilities, $9.40 billion in total long-term liabilities, and $4.40 billion in total equity. Chesapeake Energy and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33233) on June 28, 2020, after reaching terms of a Chapter 11 plan of reorganization to eliminate approximately $7 billion of debt. The Debtors tapped Kirkland & Ellis LLP as legal counsel, Jackson Walker LLP as co-counsel and conflicts counsel, Alvarez & Marsal as restructuring advisor, Rothschild & Co and Intrepid Financial Partners as financial advisors, and Reevemark as communications advisor. Epiq Global is the claims agent, maintaining the page http://www.chk.com/restructuring-information Wachtell, Lipton, Rosen & Katz serves as legal counsel to Chesapeake Energy's Board of Directors. MUFG Union Bank, N.A., the DIP facility agent and exit facilities agent, has tapped Sidley Austin LLP as legal counsel, RPA Advisors LLC as financial advisor, and Houlihan Lokey Capital Inc. as investment banker. Davis Polk & Wardell LLP and Vinson & Elkins L.L.P. serve as legal counsel to an ad hoc group of first lien last out term loan lenders while Perella Weinberg Partners and Tudor, Pickering, Holt & Co. serve as the group's investment bankers. Franklin Advisers, Inc., has tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel, FTI Consulting, Inc. as financial advisor, and Moelis & Company LLC as investment banker. On July 9, 2020, the Office of the U.S. Trustee appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. The unsecured creditors' committee has tapped Brown Rudnick, LLP and Norton Rose Fulbright US, LLP as its legal counsel, and AlixPartners, LLP as its financial advisor. On July 24, 2020, the bankruptcy watchdog appointed a committee of royalty owners. The royalty owners' committee is represented by Forshey & Prostok, LLP. CHEYENNE HOTEL: Galaxy Expects Hyatt to Approve Application ----------------------------------------------------------- Galaxy Construction, LLC, filed a second supplement to the Second Amended Disclosure Statement for its Second Amended Plan of Reorganization for Cheyenne Hotel Investments, LLC dated October 2, 2020. This Second Supplement serves as additional disclosures to demonstrate Galaxy's effort to operate the Hotel under a franchise agreement with Hyatt Hotel. In order to operate as a Hyatt House Galaxy will need to (1) complete the franchise application process and (2) complete the Product Improvement Plan ("PIP"). Galaxy has the ability to do both as set forth below. First as shown by its Management Portfolio attached to its Second Amended Disclosure Statement [ECF No. 201], Galaxy has successfully completed the franchise application process for over 50 hotels, several of which were in Colorado, such as: * Courtyard Marriot in Pueblo, Colorado * TownePlace Suites Marriott in Denver, Colorado * Radisson Hotel in Denver Colorado * TownePlace Suites Marriot in Thornton, Colorado * Homewood Suites in Thornton, Colorado. Based on its history of operating hotels branded with nationally recognized franchises, Galaxy believes there will be no impediment to Hyatt approving its franchise application. Second, Galaxy's Commercial Bank Accounts, Profit and Loss Statement for September 2020 and Projections set forth in its First Supplement, [ECF No. 210], demonstrate that it has the funds necessary to complete the PIP. Attorneys for Galaxy Construction, LLC: Joyce W. Lindauer Kerry S. Alleyne Guy Holman Joyce W. Lindauer Attorney, PLLC 1412 Main St., Suite 500 Dallas, TX 75202 Telephone: (972) 503-4033 joyce@joycelindauer.com Mark A. Larson Larson Law Firm, LLC 1400 Main Street, Ste. 201D Louisville, CO 80027 Telephone:303-228-9414 mark@larsonlawyer.com About Cheyenne Hotel Investments Cheyenne Hotel Investments operates Homewood Suites by Hilton Hotel located in Colorado Springs, Colo. Cheyenne Hotel Investments sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 19-15473) on June 26, 2019. At the time of the filing, the Debtor had estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. The case is assigned to Judge Kimberley H. Tyson. The Debtor is represented by Thomas F. Quinn, P.C. CHEYENNE HOTEL: Unsecureds' Payout Hiked to 25% in 2nd Amended Plan ------------------------------------------------------------------- Creditor Galaxy Construction, LLC, filed amendments to its proposed plan of reorganization and disclosure statement for debtor Cheyenne Hotel Investments, LLC on October 2, 2020. According to the Second Amended Disclosure Statement, the total of Class 6 Allowed General Unsecured Claims are estimated at $2,548,480, including the projected Unsecured portions of the Claims of Wells Fargo Bank and U.S. Bank. Should Wells Fargo Bank and U.S. Bank maintain their Section 1111(b) elections they will have no Allowed Unsecured Claims in this Class. Also included in this class is the fully unsecured claim of Hilton Hotel. Hilton Hotel's proof of claim totals $1,221,975. Based on the position take by the Debtor this is a disputed claim. To the extent Class 6 Claims are allowed, they will be paid a total of 25 percent of the allowed amount of each such Claim, payable in equal monthly installments without interest for 60 months, beginning on the Effective Date and continuing on the first day of each month thereafter. Should Wells Fargo Bank and U.S. Bank maintain their Section 1111(b), the return to the Creditors in Class 6 Allowed General Unsecured Class will be 44.5%. The prior iteration of the Disclosure Statement said that unsecured claims total $2,989,142 and will receive a total of 10 percent of the allowed amount of each such claim, payable in equal monthly installments without interest for 24 months. A full-text copy of the Creditor's Amended Disclosure Statement dated August 25, 2020, is available at https://tinyurl.com/yywomus7 from PacerMonitor.com at no charge. A full-text copy of the Creditor's Second Amended Disclosure Statement dated October 2, 2020, is available at https://tinyurl.com/y4t4d9dw from PacerMonitor.com at no charge. Attorneys for Galaxy Construction: Joyce W. Lindauer Paul B. Geilich Joyce W. Lindauer Attorney, PLLC 1412 Main St., Suite 500 Dallas, TX 75202 Telephone: (972) 503-4033 E-mail: joyce@joycelindauer.com paul@joycelindauer.com - and - Mark A. Larson Larson Law Firm, LLC 1400 Main Street, Ste. 201D Louisville, CO 80027 Telephone:303-228-9414 E-mail: mark@larsonlawyer.com About Cheyenne Hotel Investments Cheyenne Hotel Investments operates Homewood Suites by Hilton Hotel located in Colorado Springs, Colo. Cheyenne Hotel Investments sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 19-15473) on June 26, 2019. At the time of the filing, the Debtor had estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. The case is assigned to Judge Kimberley H. Tyson. The Debtor is represented by Thomas F. Quinn, P.C. COMCAR INDUSTRIES: Arellano Buying Low Value Assets for $600 ------------------------------------------------------------ Comcar Industries, Inc. and its affiliated debtors filed with the U.S. Bankruptcy Court for the District of Delaware a notice of their proposed sale of the low value assets, as set forth in the Bill of Sale (Exhibit A), to Juan Arellano for $600, free and clear of all Liens. On Sept. 2, 2020, the Court entered the Order, which, among other things, established the De Minimis Asset Sale Procedures. Pursuant to the De Minimis Asset Sale Procedures, the Debtors submit the De Minimis Sale Notice in connection with their sale of the Assets to the Purchaser. The total selling price for the Sale to the Purchaser is for $600, which is under the limit set forth in the De Minimis Asset Sale Procedures. The Sale does not include payments to be made by the Debtors on account of commission fees to agents, brokers or auctioneers. The Debtors intend to use the proceeds from the Sale to fund the administration of these chapter 11 cases and, if applicable, to distribute funds in accordance with the priority scheme set forth in orders of the Court, their financing documents and/or the Bankruptcy Code. The Purchaser is not an insider of the Debtors. The Objection Deadline is Oct. 28, 2020 at 4:00 p.m. (ET). If no objection to the De Minimis Sale Notice is timely filed and served in accordance with it and the De Minimis Asset Sale procedures, the Debtors may consummate the sale without further notice. Copies of all filings in the Debtors' chapter 11 cases are available for free on the website of the Court-appointed claims and noticing agent in these chapter 11 cases, Donlin Recano & Co., Inc., at https://www.donlinrecano.com/Comcar. A copy of the Exhibit A is available at https://tinyurl.com/y6nokea7 from PacerMonitor.com free of charge. About Comcar Industries Comcar Industries is a transportation and logistics company headquartered in Auburndale, Fla., with over 40 strategically-located terminal and satellite locations across the United States. For more information, visit https://comcar.com/ On May 17, 2020, Comcar Industries and related entities sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11120). In the petitions signed by CRO Andrew Hinkelman, Comcar Industries was estimated to have $50 million to $100 million in assets and liabilities as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the presiding judge. The Debtors tapped DLA Piper LLP (US) as counsel; FTI Consulting, Inc. as financial advisor; and Bluejay Advisors, LLC as investment banker. Donlin Recano & Company, Inc. is the claims agent. COMCAR INDUSTRIES: C&D Logistics Buying Low Value Assets for $10K ----------------------------------------------------------------- Comcar Industries, Inc. and its affiliated debtors filed with the U.S. Bankruptcy Court for the District of Delaware a notice of their proposed sale of the low value assets described in the Bill of Sale (Exhibit A) to C&D Logistics for $10,000, free and clear of all Liens. On Sept. 2, 2020, the Court entered the Order, which, among other things, established the De Minimis Asset Sale Procedures. Pursuant to the De Minimis Asset Sale Procedures, the Debtors submit the De Minimis Sale Notice in connection with their sale of the Assets to the Purchaser. The total selling price for the Sale to the Purchaser is $10,000, which is under the limit set forth in the De Minimis Asset Sale Procedures. The Sale does not include payments to be made by the Debtors on account of commission fees to agents, brokers or auctioneers. The Debtors intend to use the proceeds from the Sale to fund the administration of these chapter 11 cases and, if applicable, to distribute funds in accordance with the priority scheme set forth in orders of the Court, their financing documents and/or the Bankruptcy Code. The Purchaser is not an insider of the Debtors. The Objection Deadline is Oct. 28, 2020 at 4:00 p.m. (ET). If no objection to the De Minimis Sale Notice is timely filed and served in accordance with it and the De Minimis Asset Sale procedures, the Debtors may consummate the sale without further notice. Copies of all filings in the Debtors' chapter 11 cases are available for free on the website of the Court-appointed claims and noticing agent in these chapter 11 cases, Donlin Recano & Co., Inc., at https://www.donlinrecano.com/Comcar. A copy of the Exhibit A is available at https://tinyurl.com/y4ahzwl2 from PacerMonitor.com free of charge. About Comcar Industries Comcar Industries is a transportation and logistics company headquartered in Auburndale, Fla., with over 40 strategically-located terminal and satellite locations across the United States. For more information, visit https://comcar.com/ On May 17, 2020, Comcar Industries and related entities sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11120). In the petitions signed by CRO Andrew Hinkelman, Comcar Industries was estimated to have $50 million to $100 million in assets and liabilities as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the presiding judge. The Debtors tapped DLA Piper LLP (US) as counsel; FTI Consulting, Inc. as financial advisor; and Bluejay Advisors, LLC as investment banker. Donlin Recano & Company, Inc. is the claims agent. COMCAR INDUSTRIES: Howell Buying 12-Ton Press for $40 ----------------------------------------------------- Comcar Industries, Inc. and its affiliated debtors filed with the U.S. Bankruptcy Court for the District of Delaware a notice of their proposed sale of the 12-ton press described in the Bill of Sale (Exhibit A) to Robert Howell for $40, free and clear of all Liens. On Sept. 2, 2020, the Court entered the Order, which, among other things, established the De Minimis Asset Sale Procedures. Pursuant to the De Minimis Asset Sale Procedures, the Debtors submit the De Minimis Sale Notice in connection with their sale of the Assets to the Purchaser. The total selling price for the Sale to the Purchaser is $40, which is under the limit set forth in the De Minimis Asset Sale Procedures. The Sale does not include payments to be made by the Debtors on account of commission fees to agents, brokers or auctioneers. The Debtors intend to use the proceeds from the Sale to fund the administration of these chapter 11 cases and, if applicable, to distribute funds in accordance with the priority scheme set forth in orders of the Court, their financing documents and/or the Bankruptcy Code. The Purchaser is not an insider of the Debtors. The Objection Deadline is Oct. 28, 2020 at 4:00 p.m. (ET). If no objection to the De Minimis Sale Notice is timely filed and served in accordance with it and the De Minimis Asset Sale procedures, the Debtors may consummate the sale without further notice. Copies of all filings in the Debtors' chapter 11 cases are available for free on the website of the Court-appointed claims and noticing agent in these chapter 11 cases, Donlin Recano & Co., Inc., at https://www.donlinrecano.com/Comcar. A copy of the Exhibit A is available at https://tinyurl.com/y2rvwz5l from PacerMonitor.com free of charge. About Comcar Industries Comcar Industries is a transportation and logistics company headquartered in Auburndale, Fla., with over 40 strategically-located terminal and satellite locations across the United States. For more information, visit https://comcar.com/ On May 17, 2020, Comcar Industries and related entities sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11120). In the petitions signed by CRO Andrew Hinkelman, Comcar Industries was estimated to have $50 million to $100 million in assets and liabilities as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the presiding judge. The Debtors tapped DLA Piper LLP (US) as counsel; FTI Consulting, Inc. as financial advisor; and Bluejay Advisors, LLC as investment banker. Donlin Recano & Company, Inc. is the claims agent. COMCAR INDUSTRIES: Joey Martin Buying Low Value Assets for $76K --------------------------------------------------------------- Comcar Industries, Inc. and its affiliated debtors filed with the U.S. Bankruptcy Court for the District of Delaware a notice of their proposed sale of the low value assets described in the Bill of Sale (Exhibit A) to Joey Martin Auctioneers for $76,000, free and clear of all Liens. On Sept. 2, 2020, the Court entered the Order, which, among other things, established the De Minimis Asset Sale Procedures. Pursuant to the De Minimis Asset Sale Procedures, the Debtors submit the De Minimis Sale Notice in connection with their sale of the Assets to the Purchaser. The total selling price for the Sale to the Purchaser is $76,000, which is under the limit set forth in the De Minimis Asset Sale Procedures. The Sale does not include payments to be made by the Debtors on account of commission fees to agents, brokers or auctioneers. The Debtors intend to use the proceeds from the Sale to fund the administration of these chapter 11 cases and, if applicable, to distribute funds in accordance with the priority scheme set forth in orders of the Court, their financing documents and/or the Bankruptcy Code. The Purchaser is not an insider of the Debtors. The Objection Deadline is Oct. 28, 2020 at 4:00 p.m. (ET). If no objection to the De Minimis Sale Notice is timely filed and served in accordance with it and the De Minimis Asset Sale procedures, the Debtors may consummate the sale without further notice. Copies of all filings in the Debtors' chapter 11 cases are available for free on the website of the Court-appointed claims and noticing agent in these chapter 11 cases, Donlin Recano & Co., Inc., at https://www.donlinrecano.com/Comcar. A copy of the Exhibit A is available at https://tinyurl.com/y6rgrvtw from PacerMonitor.com free of charge. About Comcar Industries Comcar Industries is a transportation and logistics company headquartered in Auburndale, Fla., with over 40 strategically-located terminal and satellite locations across the United States. For more information, visit https://comcar.com/ On May 17, 2020, Comcar Industries and related entities sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11120). In the petitions signed by CRO Andrew Hinkelman, Comcar Industries was estimated to have $50 million to $100 million in assets and liabilities as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the presiding judge. The Debtors tapped DLA Piper LLP (US) as counsel; FTI Consulting, Inc. as financial advisor; and Bluejay Advisors, LLC as investment banker. Donlin Recano & Company, Inc. is the claims agent. COMMUNITY HEALTH: Unit Launches Cash Tender Offers for $400M Notes ------------------------------------------------------------------ Community Health Systems, Inc.'s wholly owned subsidiary, CHS/Community Health Systems, Inc. has commenced tender offers to purchase for cash its outstanding (i) 6.875% Senior Notes due 2022, (ii) 8.125% Junior-Priority Secured Notes due 2024, (iii) Junior-Priority Secured Notes due 2023 and (iv) 6.875% Senior Unsecured Notes due 2028 up to an aggregate principal amount that will not result in a maximum aggregate purchase price (excluding accrued and unpaid interest) that exceeds $400 million, subject to the order of priority and proration provisions as set forth in the Offer to Purchase and Consent Solicitation Statement dated Oct. 30, 2020. The complete terms and conditions of the Tender Offers and the Consent Solicitation are set forth in the Offer to Purchase that is being sent to holders of the Notes. Subject to the Maximum Aggregate Purchase Price, the amount of a series of Notes that is purchased in the Tender Offers will be based on the order of priority for such series of Notes with 1 being the highest Acceptance Priority Level and 4 being the lowest Acceptance Priority Level, as further described in the Offer to Purchase. It is possible that the Issuer may not accept all Notes tendered under the Tender Offers. If the acceptance of all tenders in the Tender Offers would result in a maximum aggregate purchase price (excluding accrued and unpaid interest) that exceeds the Maximum Aggregate Purchase Price, tenders, other than with respect to the 2022 Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on Nov. 13, 2020, will be subject to proration arrangements as described in the Offer to Purchase. Aggregate Principal Acceptance Amount Priority Title of Security Outstanding Level ----------------- --------------- ---------- 6.875% Senior Notes $197,441,000 1 due 2022 8.125% Junior-Priority $1,353,663,000 2 Secured Notes due 2024 Junior-Priority Secured $1,770,337,000 3 Notes due 2023 6.875% Senior $1,474,383,000 4 Unsecured Notes due 2028 The consideration for each $1,000 principal amount of Notes validly tendered and accepted for purchase will be determined in the manner described in the Offer to Purchase. As described in the Offer to Purchase, tendered Notes may be withdrawn at or prior to the Early Tender Deadline, but may not be withdrawn thereafter, except in limited circumstances required by law. The Tender Offers will expire at 11:59 p.m., New York City time, on Nov. 30, 2020, unless extended or earlier terminated by the Company. In order to receive the applicable Total Consideration, holders of Notes must validly tender and not validly withdraw their Notes at or prior to the Early Tender Deadline, which is 5:00 p.m., New York City time, on Nov. 13, 2020, unless extended. Subject to the terms and conditions of the Tender Offers, (i) the date of purchase for Notes validly tendered at or prior to the Early Tender Deadline and accepted for purchase is currently expected to be Nov. 17, 2020 and the date of purchase for Notes validly tendered at or prior to the Expiration Time and accepted for purchase (other than Notes purchased on the Early Settlement Date) is currently expected to be Dec. 2, 2020. All holders of Notes accepted for purchase pursuant to the Tender Offers will also receive the accrued and unpaid interest applicable to such Notes from the last interest payment date to, but not including, the Early Settlement Date or Final Settlement Date, as applicable. As part of the Tender Offer relating to the 2022 Notes, the Issuer is also soliciting consents from the holders of the 2022 Notes for certain proposed amendments as set forth in the Offer to Purchase that would, among other things, eliminate substantially all restrictive covenants, certain events of default and certain other provisions contained in the indenture governing the 2022 Notes. Adoption of the Proposed Amendments with respect to the 2022 Notes requires the consent from at least a majority of the outstanding principal amount of 2022 Notes. Each holder tendering 2022 Notes pursuant to the 2022 Tender Offer must also deliver a consent to the Proposed Amendments pursuant to the Consent Solicitation and will be deemed to have delivered their consents by virtue of such tender. Holders of the 2022 Notes may not deliver consents without also tendering their 2022 Notes. If the Proposed Amendments become operative with respect to the 2022 Notes, holders of the 2022 Notes that do not tender their 2022 Notes (or holders of the 2022 Notes whose tenders are not accepted, including because of any proration of the 2022 Notes tendered after the Early Tender Deadline) will be bound by the Proposed Amendments, meaning that the remaining outstanding 2022 Notes will no longer have the benefit of substantially all restrictive covenants and certain events of default contained in the 2022 Notes Indenture. In addition, such holders will not receive either the Tender Offer Consideration or the Early Tender Payment. The Issuer may, in its sole discretion, complete the 2022 Tender Offer even if valid consents sufficient to effect the Proposed Amendments are not received. If the 2022 Tender Offer is terminated, withdrawn or consummated without the Requisite Consents, the indenture governing the 2022 Notes will remain in effect in its present form. The Issuer expects to use cash on hand to fund the Tender Offers and the Consent Solicitation, including fees (including the soliciting dealer fee described below) and expenses (including accrued and unpaid interest) payable in connection with the Tender Offers and the Consent Solicitation. The Tender Offers and the Consent Solicitation are subject to the satisfaction or waiver of certain conditions as described in the Offer to Purchase. The Tender Offers are not conditioned upon the tender of any minimum principal amount of Notes (either of any series or in the aggregate), the consummation of any other Tender Offer or, in the case of the 2022 Tender Offer, obtaining the Requisite Consent. The Issuer expressly reserves the right for any reason, subject to applicable law, to extend, abandon, terminate or amend any Tender Offer and the Consent Solicitation. The Issuer has agreed, upon the consummation of the 2022 Tender Offer, to pay a soliciting dealer fee equal to $2.50 for each $1,000 principal amount of the 2022 Notes that are validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the 2022 Tender Offer to retail brokers that are appropriately designated by their beneficial holder clients to receive this fee (except for the 2022 Notes tendered by a retail broker for its own account), provided that such fee will only be paid with respect to tenders by beneficial holders whose aggregate principal amount of the 2022 Notes is $250,000 or less and such fee is not dependent on obtaining the Requisite Consent. The Issuer will pay the Soliciting Dealer Fee on the (i) Early Settlement Date for tenders of the 2022 Notes that are validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the 2022 Tender Offer at or prior to the Early Tender Deadline or (ii) Final Settlement Date for tenders of the 2022 Notes that are validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the 2022 Tender Offer after the Early Tender Deadline and at or prior to the Expiration Time. The Issuer has retained Credit Suisse Securities (USA) LLC to act as the dealer manager in connection with the Tender Offers and as the solicitation agent in connection with the Consent Solicitation. Questions about the Tender Offers or the Consent Solicitation may be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free) or (212) 538-2147 (collect). Copies of the Offer to Purchase and other related documents may be obtained from Global Bondholder Services Corporation, the tender agent and the information agent for the Tender Offers and the Consent Solicitation, at (866) 470-3800 (toll free) or (212) 430-3774 (collect) or email contact@gbsc-usa.com. About Community Health Community Health Systems, Inc. -- http://www.chs.net/-- is a publicly traded hospital company and an operator of general acute care hospitals in communities across the country. The Company, through its subsidiaries, owns, leases or operates 99 affiliated hospitals in 17 states with an aggregate of approximately 16,000 licensed beds. The Company's headquarters are located in Franklin, Tennessee, a suburb south of Nashville. Community Health reported a net loss attributable to the Company's stockholders of $675 million for the year ended Dec. 31, 2019, following a net loss attributable to the Company's stockholders of $788 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $16.51 billion in total assets, $17.99 billion in total liabilities, $481 million in redeemable noncontrolling interests in equity of consolidated subsidiaries, and a total stockholders' deficit of $1.95 billion. * * * As reported by the TCR on Nov. 29, 2019, S&P Global Ratings raised its issuer credit rating on U.S.-based hospital operator Community Health Systems Inc. to 'CCC+' from 'SD' (selective default). The upgrade to 'CCC+' reflects the company's longer-dated debt maturity schedule, and S&P's view that Community's efforts to rationalize its hospital portfolio as well as improve financial performance and cash flow should strengthen credit measures over the next couple of years. In November 2019, Fitch Ratings downgraded Community Health Systems, Inc.'s Issuer Default Rating to 'C' from 'CCC' following the company's announcement of an offer to exchange a series of senior unsecured notes due 2022. CRC BROADCASTING: U.S. Trustee Objects to Disclosure Statement -------------------------------------------------------------- The United States Trustee for the District of Arizona, Region 14 objects to the proposed Disclosure Statement filed by debtor CRC Broadcasting Company. The United States Trustee claims that almost no current financial information is provided. There is no discussion of profits or losses, let alone a copy of a P & L statement. Additionally, the Debtor's August monthly operating report is delinquent. The United States Trustee points out that no names of individuals with the Debtor or anyone else have been provided although it is indicated that financial information has been taken from the Debtor's records (at 16) and matters of a legal nature have been taken from counsel of record. A full-text copy of the U.S. Trustee's objection to the Disclosure Statement dated September 17, 2020, is available at https://tinyurl.com/y48mczog from PacerMonitor at no charge. About CRC Broadcasting Company CRC Broadcasting Company, Inc., a broadcast media company based in Scottsdale, Ariz., filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-02349) on March 6, 2020, listing under $1 million in both assets and liabilities. Allan D. NewDelman, Esq., at Allan D. NewDelman, P.C. is Debtor's legal counsel. CRC BROADCASTING: Unsecureds Will be Paid in Full ------------------------------------------------- CRC Broadcasting Company submitted a Plan and a Disclosure Statement. On August 25, 2020 CRCB received $77,500 in funds from the Payroll Protection Program. A Notice of Receipt for said funds was filed at Docket Number 165. The CRCB will utilize those funds as necessary mostly to support the wages it must pay to its employees. CRCB has done everything it can to reduce overhead, streamline operations, obtain new advertising and broadcasting revenues, all as reported in the detailed Monthly Operating Reports that have been filed. CRCB is optimistic about its future and continues to work hard every day to reach its goals. CRCB is now ready to move forward with its Disclosure Statement and a viable Chapter 11 Plan that will address the remaining claims of the pre petition creditors. Under the Plan, secured Claim- Desert Financial Credit Union (Class 2)- Claim No.5 is impaired. The secured claim of $1,477,963.62 with interest at the rat of 4.75 percent per annum, shall be paid as follows under the Plan: * Commencing October 1, 2020 and continuing for a period of twelve (12) months through and including September 1, 2020 a sum no less than $5,750.00 per month. The Debtor has been making a payment in said amount pre-confirmation under the various Cash Collateral Stipulations; * Commencing October 1, 2021 and continuing for a period of twelve (12) months through and including September 1, 2022, a sum of no less than $9,000.00 per month; * It is anticipated that by October 1, 2022, a principal reduction of the obligation to Desert Financial will result from the sale of the assets and business of CRCM. The amount of that principal reduction is not known at this time but is estimated at $600,000.00; * Commencing October 1, 2022 and continuing through and including September 2, 2026 (the 72nd month from October, 2020), a sum of no less than $10,000.00 per month. General Unsecured Claims (Class 8) are impaired. All allowed and approved claims under this Class shall be paid in full from all funds available for distribution. Interest shall be paid on all allowed claims based on the Federal post judgment rate of interest from the filing date through full payment. The Debtor may pre pay any claim, at any time. Payments to this Class shall commence on the Effective Date of this Plan. Holders of the Debtor's Interest (Class 9) will retain all of the legal and equitable interest in assets of this estate, as all reconciliation issues have been met. Estate property shall not vest in the Debtor at confirmation based upon the Default/Retention provisions of this Plan. The funds necessary for the satisfaction of all approved and allowed claims will be derived from the Debtor's business operations and/or the refinancing or sale of assets of the estate. A full-text copy of the Disclosure Statement dated September 9, 2020, is available at https://tinyurl.com/yxuabzjg from PacerMonitor.com at no charge. Attorney for Debtor: Allan D. NewDelman, Esq. ALLAN D. NEWDELMAN, P.C. 80 East Columbus Avenue Phoenix, Arizona 85012 Tel: (602) 264-4550 E-mail: anewdelman@adnlaw.net About CRC Broadcasting Company CRC Broadcasting Company, Inc., a broadcast media company based in Scottsdale, Ariz., filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-02349) on March 6, 2020, listing under $1 million in both assets and liabilities. Allan D. NewDelman, Esq., at Allan D. NewDelman, P.C. is Debtor's legal counsel. DAVE & BUSTER'S: S&P Rates New $550MM Senior Secured Notes 'B-' --------------------------------------------------------------- S&P Global Ratings assigned its 'B-' ratings to Dallas-based dining and entertainment venue operator Dave & Buster's Inc. and the newly issued $550 million senior secured notes used to refinance the company's term loan and repay most of its revolver borrowings. S&P said, "Our ratings reflect the completed issuance of the senior secured notes and extension of its revolver, along with amended terms including an extended financial covenant holiday until the first quarter of 2022." "We expect volatile performance and increased leverage amid highly challenging operating conditions." Dave & Buster's temporarily closed all of its stores in March as the COVID-19 pandemic led to state and local lockdown orders across the country. Some 32 of its 137 venues remained closed as of Oct. 30, 2020. The closures have sharply deteriorated revenue and cash flow generation, with second-quarter revenue declines of 85% relative to the prior year. S&P said, "We anticipate slowly improving sales as venues reopen to limited demand. However, additional temporary closures caused by regional resurgence of the coronavirus could lead to further operating volatility. We expect hindered profitability over at least the next 12 months due to deleveraging of lower sales on fixed costs. This, combined with increased debt, will sharply damage the company's credit metrics, in our view. We anticipate S&P Global Ratings-adjusted debt to EBITDA in fiscal 2021 (ending Jan. 30, 2022) will exceed 7x, compared with 4.7x in fiscal 2019." The transaction bolsters the company's liquidity over the next several months as it navigates an unprecedented dining and entertainment environment. Following the notes issuance, the company has over $400 million of liquidity including revolver availability, which should allow for continued investments in its venues and entertainment while sales remain weak. S&P believes the ability to keep its large-store formats looking fresh and offering the latest games is crucial to maintaining relevance among its customers. The company has also amended the covenants under its revolving credit facility (RCF), waiving leverage and fixed-charge coverage requirements through January 2022. We believe this will provide the needed time to ramp up sales and profitability, sufficient to comply with less restrictive leverage covenants in the amended terms beginning in the first quarter of 2022. These covenants were originally waived until the fourth quarter of 2020, although additional time is needed for performance to recover. The original covenants required total leverage to remain below 3.5x, while the company most recently reported leverage of 10x. Despite a unique model, Dave & Buster's is subject to intensifying competition from restaurant operators and entertainment venues vying for customer traffic. It operates in a highly fragmented and competitive out-of-home entertainment and dining subsegment. Competitors include bars and casual dining restaurants, as well as movie theaters, bowling alleys, and other entertainment venues. The company enjoys relatively strong brand recognition with its nationwide presence, and differentiates itself with a large array of proprietary and exclusive games. However, substitution risk is very high because customers have many dining and entertainment options. Recently, Dave & Buster's was subject to significant competitive pressure, underlined by comparable store sales declining in the past three years as competitor openings ramped up. S&P expects this trend to continue, and believe Dave & Buster's will need to effectively manage costs to remain competitive. Dave & Buster's is vulnerable to economic downturns based on the discretionary nature of its business, though its profitable unit economics may provide some cushion for weak performance. In addition to the pandemic and competitive pressures, Dave & Buster's near-term prospects remain bleak because the recession and high unemployment will likely hinder consumer discretionary spending. Nevertheless, the company benefits from strong store-level cash flow generation and a favorable EBITDA margin profile compared with peers (2019 S&P Global Ratings-adjusted EBITDA margin of 30%). Its higher-margin entertainment category sets Dave & Buster's apart from typical casual dining restaurants, allowing it to continue to generate positive cash with impaired sales. For example, S&P expects positive free operating cash flow (FOCF) in 2021, despite our forecast for sales remaining about 25% below 2019 levels. S&P said, "We expect the company to burn cash over the remainder of fiscal 2020, returning to positive generation in 2021. From April through September, the company burned an average of $3.3 million weekly, and we expect this to moderate over the coming months. However, we acknowledge many factors, including the possibility of further government stimulus, successful development and wide distribution of a COVID-19 vaccine, or the pace of economic recovery, could lead to significant deviation. Following a steep decline in revenue and EBITDA in fiscal 2020 and about $160 million cash burn, we expect EBITDA to partially recover in 2021, remaining well below 2019 levels as performance stabilizes." The negative outlook reflects continuing uncertainty regarding the impact of the pandemic and recession on the company's operating performance. A slowdown in consumer discretionary spending or changes to consumer behavior could hamper its ability to recover operationally and generate positive cash flow. S&P could lower its rating on Dave & Buster's if: -- S&P believes its capital structure is unsustainable as pandemic-related deterioration does not recover sufficiently; -- Shifting consumer behavior results in sales declines or competitive pressures intensify; or -- S&P doesn't expect the company to generate positive FOCF. S&P could revise its outlook to stable if: -- Operational threats posed by the pandemic have subsided; and -- S&P expects sustained positive FOCF with improving operating performance and decreasing leverage. Furthermore, it would need to expect that changing consumer behavior, as a result of the recession or otherwise, will not be detrimental to the business. DIAMOND OFFSHORE: Cain & Skarnulis Updates List of Multiple Parties ------------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Cain & Skarnulis PLLC submitted an amended verified statement to disclose an updated list on Multiple Parties that it is representing in the Chapter 11 cases of Diamond Offshore Drilling, Inc., et al. As of Oct. 28, 2020, the parties listed and their disclosable economic interests are: William Black c/o Arnold & Itkin LLP 6009 Memorial Drive Houston, Texas 77007 * Maritime tort lien claimant with in personam claims against Diamond Offshore Drilling, Inc. and Diamond Rig Investments Limited under the Jones Act and general maritime law, in rem claims against the M/V Ocean Valiant, and supersedeas bond claimant. * Judgment rendered in the amount of $2,200,000, prejudgment interest in the amount of $133,663.56, post-judgment interest awarded at an annual rate of 5.5%, and court costs against Debtors Diamond Offshore Drilling, Inc. and Diamond Rig Investments Limited. Supersedeas bond issued in the amount of $2,600,000, including $10,000.00 for estimated amount of recoverable court costs and $263,762.32 in post-judgment interest for two years. Claims pending against Debtors in Diamond Offshore Drilling, Inc. v. Black, No. 14 19-00905-cv, Fourteenth Court of Appeals, Texas. Dustin Adams c/o Arnold & Itkin LLP 6009 Memorial Drive Houston, Texas 77007 * Maritime tort lien claimant with in personam claims against Diamond Offshore Drilling, Inc., Diamond Drilling Limited, Diamond Offshore General Company, Diamond Offshore Management Company, and Diamond Offshore Limited under the Jones Act and general maritime law and in rem claims against the M/V Ocean Blackhornet. * Unliquidated. Claims pending against Debtors in Adams v. Diamond Offshore Drilling, Inc., No. 2018-17475, 127th Judicial District Court of Harris County, Texas. James Stewart c/o Arnold & Itkin LLP 6009 Memorial Drive Houston, Texas 77007 * Maritime tort lien claimant with in personam claims against Diamond Offshore Management Company, Diamond Offshore Limited, and Diamond Offshore Drilling Limited under the Jones Act and general maritime law and in rem claims against the M/V Ocean Blackhornet. Unliquidated. Claims pending against Debtors in Stewart v. Diamond Offshore Management, No. 2019-58499, 129th Judicial District Court of Harris County, Texas. Roderick Moorer c/o Arnold & Itkin LLP 6009 Memorial Drive Houston, Texas 77007 * Maritime tort lien claimant with in personam claims against Diamond Offshore Drilling, Inc and Diamond Offshore Ltd. under the Jones Act and general maritime law and in rem claims against the Ocean Black Rhino. Unliquidated. Counsel for William Black, Dustin Adams, James Stewart, and Roderick Moorer can be reached at: Ryan E. Chapple, Esq. CAIN & SKARNULIS PLLC 400 W. 15th Street, Suite 900 Austin, TX 78701 Tel: 512-477-5000 Fax: 512-477-5011 Email: rchapple@cstrial.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3oUzNDI About Diamond Offshore Drilling Diamond Offshore Drilling, Inc., provides contract drilling services to the energy industry worldwide. The company operates a fleet of 15 offshore drilling rigs, including 4 drillships and 11 semisubmersible rigs. It serves independent oil and gas companies, and government-owned oil companies. The company was founded in 1953 and is headquartered in Houston, Texas. Diamond Offshore Drilling, Inc. is a subsidiary of Loews Corporation. As of Dec. 31, 2019, the Company had $5.83 billion in total assets, against $2.60 billion in total liabilities. Diamond Offshore Drilling, Inc., along with its affiliates filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-32307) on April 26, 2020. The Honorable David R. Jones is the case judge. The Debtors' bankruptcy advisers include investment banker Lazard Freres & Co. LLC.; financial advisor Alvarez & Marshall North America LLC; and attorneys Porter Hedges LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP. Prime Clerk LLC is the claims agent. On May 11, 2020, the Office of the United States Trustee for the Southern District of Texas appointed the Official Committee of Unsecured Creditors. On June 11, 2020, the U.S. Trustee filed the Notice of Reconstituted Committee of Unsecured Creditors. No request for the appointment of a trustee or examiner has been made in these Chapter 11 Cases. DLVAMI 302 NORTH: Seeks to Hire Stichter Riedel as Legal Counsel ---------------------------------------------------------------- DLVAMI 302 North Shore, LLC seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to hire Stichter, Riedel, Blain & Postler, P.A. as its legal counsel. The services that the firm will provide are as follows: a. advise Debtor regarding its powers and duties, the continued operation of its business and the management of its property; b. prepare legal papers; c. appear before the bankruptcy court and the Office of the U.S. States Trustee; d. participate in negotiations with creditors and other parties in formulating a Chapter 11 plan of reorganization, draft such a plan and the related disclosure statement, and take necessary legal steps to confirm such a plan; e. represent the Debtor in all adversary proceedings, contested matters, and matters involving the administration of the case; f. represent the Debtor in negotiations with potential financing sources and prepare documents necessary to obtain financing; and g. perform all other legal services related to the case. Stichter Riedel will be paid based upon its normal hourly billing rates and will be reimbursed for out-of-pocket expenses incurred. Edward Peterson, Esq., a partner at Stichter Riedel, disclosed in court filings that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Stichter Riedel can be reached at: Edward J. Peterson, Esq. Stichter Riedel Blain & Postler, P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602 Phone: (813) 229-0144 Email: epeterson@srbp.com About DLVAMI 302 North Shore DLVAMI 302 North Shore, LLC classifies its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). DLVAMI 302 North Shore filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-07105) on Sept. 22, 2020. Denise Valley, Debtor's manager, signed the petition. At the time of filing, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Judge Catherine Peek McEwen oversees the case. Stichter Riedel Blain & Postler, P.A. serves as the Debtor's legal counsel. DLVAMI 302 NORTH: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of DLVAMI 302 North Shore, LLC, according to court dockets. About DLVAMI 302 North Shore DLVAMI 302 North Shore, LLC classifies its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). DLVAMI 302 North Shore sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-07105) on Sept. 22, 2020. At the time of the filing, the Debtor had estimated assets of between $500,000 and $1 million and liabilities of between $1 million and $10 million. Judge Catherine Peek Mcewen oversees the case. Stichter, Riedel, Blain & Postler, P.A. serves as the Debtor's legal counsel. DPL INC: S&P Raises ICR to 'BB+'; Outlook Developing ---------------------------------------------------- S&P Global Ratings raised its issuer credit ratings on DPL Inc. and its principal subsidiary, Dayton Power & Light Co. (DP&L), by one notch to 'BB+'. S&P also raised its ratings on DPL's senior unsecured debt to 'BB+' from 'BB', and DP&L's senior secured notes to 'BBB+' from 'BBB'. The recovery ratings are affirmed at '3' and '1+' for DPL's senior unsecured debt, and DP&L's senior secured debt, respectively. The outlooks on DPL and DP&L remain developing, reflecting the potential for another upgrade over the coming months if stand-alone consolidated financial measures at DPL Inc. improve. The upgrades of DPL and DP&L to 'BB+' from 'BB' reflect the one-notch upgrade of parent AES. S&P views DPL as a moderately strategic subsidiary of AES because it expects that AES will provide support to DPL under certain circumstances. This is supported by AES' recent infusion of $150 million in equity to DPL and its conditional intent to infuse an additional $150 million of equity in 2021. Recently, DP&L reached a settlement with the Public Utilities Commission of Ohio (PUCO) staff and other parties over several regulatory matters. These include DP&L's proposed smart grid plan, findings that DP&L passed the significant excessive earnings test (SEET) for 2018 and 2019, and findings that DP&L's current electric security plan (ESP) 1 satisfies the SEET and the "more favorable in the aggregate" MFA regulatory test. A finding that DP&L's ESP plan satisfies the MFA test effectively implies that DP&L can continue to provide retail rates to its customers under its current regulatory construct, which is a regulatory construct based on the utility's costs. S&P said, "Under our base case, we expect that the PUCO will approve the settlement, providing a regulatory order that is largely consistent with the settlement terms and that AES Corp. contributes an additional $150 of equity to DPL in 2021, which will improve DPL's financial measures. Our base case assumes FFO-to-debt to improve to about 10%. We also assume capital spending averaging about $225 million – $230 million annually beginning in 2021, and timely recovery of the company's investments." Notwithstanding, prior regulatory orders or decisions have been detrimental to credit quality of DP&L and its peers. Thus the developing outlook takes into account the possibility that a final regulatory order might not be consistent with the current settlement, at which point DPL's credit quality would likely weaken." The developing outlooks reflect the potential for another upgrade over the coming months if DPL's stand-alone consolidated financial measures improve. However, the developing outlooks also consider the possibility that should a final order materially deviate from the settlement terms, DPL's credit quality could weaken. S&P would likely affirm the rating and assign a stable outlook over the next 12 months if FFO-to-debt reflects 8%-11%, without an increase to business risk. S&P said, "We could downgrade DPL and DP&L's ratings over the next 12 months if our expectation of gradually improving financial measures does not take hold and DPL's FFO-to-debt ratio consistently remains below 8%. This would likely occur if the PUCO does not approve the settlement, AES does not contribute additional equity, or the company's management of regulatory risk does not improve as expected." "We could raise the ratings on DPL and DP&L over the next 12 months if DPL's consolidated stand-alone financial measures improve, such that FFO to debt is consistently at or above 11%. We could also consider an upgrade if we conclude that a higher business risk profile is warranted as DPL executes on its regulatory strategy with evidence of an improving regulatory framework in Ohio while maintaining its financial measures in line with our current base-case expectations." ED3 CONSULTANTS: Powers Funding Expects Plan Amendment ------------------------------------------------------ Powers Funding Group of New York, LLC, objects to approval of the Disclosure Statement and confirmation of the Plan of Reorganization filed by debtor ED3 Consultants, Inc. on Sept. 9, 2020. Powers holds a secured and unsecured claim against the debtor. Powers is presently negotiating the amount of its claim and terms of treatment along with additional terms of the plan with the debtor. Powers understands that the Debtor will be amending its plan and Powers will be amending its claim based on discussions with the debtor. Powers submits this objection to reserve its rights. Powers objects to the plan based upon, inter alia, 11 U.S.C. Sec. 1129(b)(2)(A)(i)(II) and 1129(b)(2)(B). A full-text copy of Powers' objection to plan and disclosure dated October 22, 2020, is available at https://tinyurl.com/y3vhothf from PacerMonitor at no charge. Counsel for Powers: Timothy P. Lyster, Esq. Woods Oviatt Gilman LLP 1900 Bausch & Lomb Place Rochester, New York 14604 Tel: (585) 987-2800 E-mail: tlyster@woodsoviatt.com About ED3 Consultants Based in Canonsburg, Pa., ED3 Consultants Inc. is a small woman-owned business staffed with engineering, architectural and technical specialists. ED3 Consultants filed a voluntary Chapter 11 petition (Bankr. W.D. Pa. Case No. 19-24455) on Nov. 14, 2019. In the petition signed by Denise L. Palmer, president, the Debtor was estimated to have $500,001 to $1 million in assets and $1,000,001 to $10 million in liabilities. Judge Thomas P. Agresti oversees the case. Guy C. Fustine, Esq., at Knox McLaughlin Gornall & Sennett, P.C., is the Debtor's counsel. ED3 CONSULTANTS: SBA Says PPP Loan Mischaracterized --------------------------------------------------- The United States of America, on behalf of the Small Business Administration ("SBA"), objects to the Plan of Reorganization filed by debtor ED3 Consultants, Inc. The SBA claims that the Plan and the Disclosure Statement both mischaracterize the PPP Loan. The SBA does not provide PPP loans directly to borrowers, instead, the CARES Act authorizes the SBA to "guarantee covered loans" issued by lenders. The SBA points out that by assuming that PPP Loan forgiveness is a foregone conclusion (when it is highly unlikely given the circumstances), the Plan fails to satisfy Section 1129(a)(9)(A) of the Bankruptcy Code and should not be confirmed. The SBA states that the Debtor lacks sufficient funds to make the Plan feasible. The Plan does not explain how the PPP Loan will be repaid when the Plan will spend the PPP Loan in its entirety. The SBA asserts that the Debtor's proposal to pay other administrative creditors with the PPP Loan proceeds thus renders the Plan not feasible. Even if Debtor were eligible to receive the PPP Loan, the terms of the PPP Loan and the First Interim Final Rule prohibit the use of the proceeds to pay claims such as professional fees. The SBA further asserts that the Plan fails to provide payment in full of the IRS priority claim within five years from the petition date as required by section 1129(a)(9)(C) of the Bankruptcy Code. A full-text copy of the SBA's objection to the plan of reorganization dated October 22, 2020, is available at https://tinyurl.com/yyasyszz from PacerMonitor at no charge. About ED3 Consultants Based in Canonsburg, Pa., ED3 Consultants Inc. is a small woman-owned business staffed with engineering, architectural and technical specialists. ED3 Consultants filed a voluntary Chapter 11 petition (Bankr. W.D. Pa. Case No. 19-24455) on Nov. 14, 2019. In the petition signed by Denise L. Palmer, president, the Debtor was estimated to have $500,001 to $1 million in assets and $1,000,001 to $10 million in liabilities. Judge Thomas P. Agresti oversees the case. Guy C. Fustine, Esq., at Knox McLaughlin Gornall & Sennett, P.C., is the Debtor's counsel. ED3 CONSULTANTS: Unsecureds Will Recover 10% in Plan ---------------------------------------------------- ED3 Consultants, Inc., submitted a Plan and a Disclosure Statement. These are challenging times at ED3, but with continued focus on meeting its billing, invoicing and collection goals over the next 12 months, the company has an excellent chance to emerge as a much stronger business entity. Smart Business Doctor, Debtor's Consultant, Godfrey Holder, V.P. of Business Engineering. Class 5 Administrative and Priority Claims will be paid plus 3% interest in quarterly payments beginning 3 months after the Effective Date with interest only payments and thereafter with principal and interest payments beginning in quarter 15 through quarter 28 of the Plan until paid in full. Class 6 General Unsecured Claims, including tax and non-tax, will receive 10% of the allowed amount of their respective Claims, to be paid in quarterly installments for 5 years beginning on the second anniversary of the Effective Date. The Class 8 Equity security interest holder will retain her equity security interest in the Debtor in exchange for the New Value Contribution, diluted by 1 /3 based upon the Investment of Crogan. The source of funds to the general creditors is the profits from the ongoing operations. It is anticipated that the profits will increase over the course of the Plan, especially after the current pandemic subsides. The Debtor has a backlog of contracts in the amount of approximately $1,000,000. A full-text copy of the Disclosure Statement dated September 9, 2020, is available at https://tinyurl.com/y3o7o8oe from PacerMonitor.com at no charge. About ED3 Consultants Based in Canonsburg, Pa., ED3 Consultants Inc. is a small woman-owned business staffed with engineering, architectural and technical specialists. ED3 Consultants filed a voluntary Chapter 11 petition (Bankr. W.D. Pa. Case No. 19-24455) on Nov. 14, 2019. In the petition signed by Denise L. Palmer, president, the Debtor was estimated to have $500,001 to $1 million in assets and $1,000,001 to $10 million in liabilities. Judge Thomas P. Agresti oversees the case. Guy C. Fustine, Esq., at Knox McLaughlin Gornall & Sennett, P.C., is the Debtor's counsel. ENTEGRIS INC: Egan-Jones Hikes Sr. Unsecured Debt Ratings to BB+ ---------------------------------------------------------------- Egan-Jones Ratings Company, on October 27, 2020, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Entegris Incorporated to BB+ from BB. Headquartered in Billerica, Massachusetts, Entegris, Inc. provides materials management products and services to the microelectronics industry on a worldwide basis. ESPORTS USA HOLDINGS: Hires Barron & Newburger as Counsel --------------------------------------------------------- Esports USA Holdings, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ Barron & Newburger, PC, as counsel to the Debtor. Esports USA Holdings requires Barron & Newburger to: a. advise the Debtor of its rights, powers, and duties as a debtor-in-possession continuing to manage its assets; b. review the nature and validity of claims asserted against the property of the Debtor and advise the Debtor concerning the enforceability of such claims; c. prepare on behalf of the Debtor all necessary and appropriate applications, motions, pleadings, draft orders, notices, schedules, and other documents and review all financial and other reports to be filed in the Chapter 11 case; d. advise the Debtor concerning and prepare responses to, applications, motions, complaints, pleadings, notices, and other papers which may be filed in the Chapter 11 case; e. counsel the Debtor in connection with the formulation, negotiation, and promulgation of a plan of reorganization and related documents; f. perform all other legal services for and on behalf of the Debtor which may be necessary and appropriate in the administration of the Chapter 11 case and the Debtor's business; and g. work with professionals retained by other parties in interest in the bankruptcy case to attempt to obtain approval of a consensual plan of reorganization of the Debtor. Barron & Newburger will be paid at these hourly rates: Attorneys $275 to $500 Support Staff $40 to $100 Barron & Newburger received a retainer from the Debtor in the amount of $15,000 on October 2, 2020. The Firm billed $950 for pre-petition services and continues to hold the amount of $14,050. Barron & Newburger will also be reimbursed for reasonable out-of-pocket expenses incurred. Stephen W. Sather, partner of Barron & Newburger, PC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Barron & Newburger can be reached at: Stephen W. Sather, Esq. BARRON & NEWBURGER, PC 7320 N. Mopac Expy., Ste. 400 Austin, TX 78731 Tel: (512) 476-9103 Fax: (512) 279-0310 E-mail: ssather@bn-lawyers.com About Esports USA Holdings ESports USA Holdings, Inc., owns and operates Valhalla Esports Lounge, an esports bar and restaurant in Austin, Texas. On Oct. 14, 2020, ESports USA Holdings sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 20-11125). The Debtor was estimated to have $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Tony M. Davis is the case judge. BARRON & NEWBURGER, P.C., led by Stephen W. Sather, Esq., is the Debtor's counsel. FLEXOGENIX GROUP: Unsecureds to be Paid 100% in Consolidated Plan ----------------------------------------------------------------- Debtors Flexogenix Group, Inc., Flexogenix Oklahoma, P.C., Flexogenix Georgia, P.C., Flexogenix North Carolina, P.C., and Whalen Medical Corporation filed with the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, a Disclosure Statement describing Joint Plan of Reorganization dated September 1, 2020. The Plan is a single plan of reorganization for the jointly administered Chapter 11 Cases. The Debtors believe a single consolidated plan of reorganization is appropriate and in the best interests of all creditors. If the Debtors were required to review each Claim to determine which Debtor was liable for the Claim and which Debtor was not liable for the Claim, the costs to the Estates would far outweigh any benefit to the Estates and Holders of the Claims, especially in view of the proposed 100% distribution to Holders of General Unsecured Claims under the Plan. Flex Group is operated primarily by Iris Whalen, as the Chief Executive Officer, and Dr. Sean P. Whalen, as the Chief Medical Officer. The Whalens, together, own 97.5% of the equity interest in Flex Group, while Jack Miletic and Thomas Howard own 1% and 1.5%, respectively. Flex GA and WMC are no longer operating their business and are liquidating their assets. All Interests in Flex GA and WMC shall be canceled on the Effective Date. Flex GA and WMC shall be deemed dissolved and shall conduct no business and have no employees after the Effective Date. Each Holder of an Allowed Class 4 General Unsecured Claim shall receive a Cash payment equal to its Pro Rata Share of the General Unsecured Claim Effective Date Payment. The remainder of the Allowed Amount shall be paid in full plus interest of 3% per annum calculated from the Effective Date, which Allowed Amount shall be paid in monthly installments commencing the first Business Day of the first month following the Effective Date based upon a 60 month amortization schedule. Holders of Interests in the Debtors shall have such Interests Reinstated on the Effective Date. Each Debtor will continue to exist after the Effective Date as a separate legal entity, with all the powers of such an entity under the laws of the state in which such Debtor was organized and pursuant to such Debtor's articles of organization or formation, operating agreement and other organizational documents in effect as of the Effective Date, without prejudice to any right to terminate such under applicable law after the Effective Date. All property comprising the Estate shall vest in the Reorganized Debtors. All Cash necessary for the Reorganized Debtors to make payments required by the Plan shall be obtained from existing Cash balances, and the operation of the Reorganized Debtors. A full-text copy of the disclosure statement dated September 1, 2020, is available at https://tinyurl.com/y4usbbwk from PacerMonitor.com at no charge. Counsel for the Debtors: Jeremy W. Faith Monsi Morales MARGULIES FAITH LLP 16030 Ventura Blvd., Suite 470 Encino, CA 91436 Telephone: (818) 705-2777 Facsimile: (818) 705-3777 E-mail: Jeremy@MarguliesFaithLaw.com Monsi@MarguliesFaithLaw.com About Flexogenix Group Flexogenix Group, Inc. -- https://flexogenix.com/ -- offers non-surgical solutions for knee pain, osteoarthritis and injuries. Flexogenix treatments have options for acute injuries as well as chronic overuse conditions. The company has locations in Atlanta, Cary, Raleigh, Charlotte, Greensboro, Los Angeles, and Oklahoma City. Flexogenix Group and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 19-12927) on March 18, 2019. At the time of the filing, Flexogenix Group was estimated to have assets between $1 million and $10 million and liabilities of between $10 million and $50 million. Judge Barry Russell oversees the cases. The Debtors tapped Margulies Faith LLP as legal counsel; Levy, Sapin, Ko & Freeman, as tax accountant; Nelson Hardiman, LLP as special counsel; and Grobstein Teeple LLP as accountant and financial advisor. The Debtors filed their Chapter 11 plan and disclosure statement on Dec. 11, 2019. FLUOR CORP: Egan-Jones Cuts Local Currency Unsecured Rating to BB- ------------------------------------------------------------------ Egan-Jones Ratings Company, on October 28, 2020, downgraded the local currency senior unsecured rating on debt issued by Fluor Corporation to BB- from BB. Fluor Corporation is an American multinational engineering and construction firm headquartered in Irving, Texas. FORTOVIA THERAPEUTICS: Has Until Nov. 30 to File Plan & Disclosures ------------------------------------------------------------------- Judge Stephani W. Humrickhouse of the U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, has entered an order within which debtor Fortovia Therapeutics, Inc. must file a plan and disclosure statement on or before November 30, 2020. A full-text copy of the order dated September 1, 2020, is available at https://tinyurl.com/y3jhum3a from PacerMonitor.com at no charge. About Fortovia Therapeutics Fortovia Therapeutics, Inc., is an oncology supportive care pharmaceutical and medical device company headquartered in Raleigh, North Carolina. Fortovia Therapeutics filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 20-02970) on Aug. 31, 2020. At the time of filing, the Debtor had $1 million to $10 million in assets and liabilities. The Hon. Stephani W. Humrickhouse oversees the case. William P. Janvier, Esq. of JANVIER LAW FIRM, PLLC, is the Debtor's counsel. FREEDOM TRUCKING: Hires Overturf Fowler as Counsel -------------------------------------------------- Freedom Trucking, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Overturf Fowler, LLP, as counsel to the Debtor. Freedom Trucking requires Overturf Fowler to: - give legal advice regarding their powers, duties, and management of their property; - take necessary action to avoid the attachment of any lien against their property threatened by secured creditors holding liens; - prepare necessary petitions, answers, orders, reports, plans, and other legal papers; and - perform all other legal services for the Debtor which may be necessary herein. Overturf Fowler will be paid at these hourly rates: Attorneys $350 to $375 Paralegals $150 to $175 Overturf Fowler will also be reimbursed for reasonable out-of-pocket expenses incurred. Sarah L. Fowler, partner of Overturf Fowler, 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. Overturf Fowler can be reached at: Sarah L. Fowler, Esq. Weston E. Overturf, Esq. OVERTURF FOWLER LLP 201 N. Illinois St., South Tower, 16th Fl. Indianapolis, IN 46204 Tel: (317) 559-3647 E-mail: sfowler@ofattorneys.com About Freedom Trucking Freedom Trucking, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 20-02200) on April 10, 2020. At the time of the filing, Debtor disclosed assets of between $100,001 and $500,000 and liabilities of the same range. Judge Jeffrey J. Graham oversees the case. Robert D. Cheesebourough, Esq., is the Debtor's legal counsel. FREEPORT-MCMORAN INC: Egan-Jones Hikes Unsecured Ratings to BB- --------------------------------------------------------------- Egan-Jones Ratings Company, on October 27, 2020, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Freeport-McMoRan Incorporated to BB- from B+. Headquartered in Phoenix, Arizona, Freeport-McMoRan Inc. is an international natural resources company. FTS INTERNATIONAL: Davis, Rapp Update List of Noteholder Group -------------------------------------------------------------- In the Chapter 11 cases of FTS International, Inc., et al., the law firms of Davis Polk & Wardwell LLP and Rapp & Krock, PC submitted an amended verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose an updated list of Ad Hoc Group of Secured Noteholders that they are representing. The Ad Hoc Group of Secured Noteholders formed by certain holders or investment advisors to holders of FTS International, Inc.'s 6.25% senior secured notes due 2022 issued under that certain Indenture, dated as of April 16, 2014. In or around February 2020, the Ad Hoc Group of Secured Noteholders engaged Davis Polk to represent the Ad Hoc Group of Secured Noteholders in connection with the Members' holdings under the Indenture and a potential transaction or restructuring involving the Debtors. In or around September 2020, the Ad Hoc Group of Secured Noteholders engaged R&K to act as local counsel in these Chapter 11 Cases. Counsel represent only the Ad Hoc Group of Secured Noteholders and do not represent or purport to represent any entities other than the Ad Hoc Group of Secured Noteholders in connection with these Chapter 11 Cases. In addition, the Ad Hoc Group of Secured Noteholders does not claim or purport to represent any other entity. As of Oct. 26, 2020, members of the Ad Hoc Group of Secured Noteholders and their disclosable economic interests are: Amundi Pioneer Asset Management, Inc. and Amundi Pioneer Institutional Asset Management, Inc. 60 State Street Boston, MA 02109 * $41,576,000 in aggregate principal amount of Secured Notes Glendon Capital Management L.P. 2425 Olympic Blvd Suite 500E Santa Monica, CA 90404 * $60,933,000 in aggregate principal amount of Secured Notes * 14,999 shares of FTS International, Inc. stock Johkim Capital Partners Management LLC 8235 Douglas Avenue Suite 1050 Dallas, TX 75225 * $8,611,000 in aggregate principal amount of Secured Notes Manulife Investment Management (US) LLC 197 Clarendon Street 4th Floor Boston, MA 02116 * $20,138,000 in aggregate principal amount of Secured Notes Nomura Corporate Research and Asset Management, Inc. 309 West 49th Street New York, NY 10019 * $32,075,000 in aggregate principal amount of Secured Notes VR Global Partners, L.P. 300 Park Avenue Suite 1602 New York, NY 10022 * $22,788,000 in aggregate principal amount of Secured Notes * 220 shares of FTS International, Inc. stock Wexford Capital LP 677 Washington Avenue Suite 500 Stamford, CT 06901 * $40,543,000 in aggregate principal amount of Secured Notes * $3,612,699.44 in aggregate principal amount of loans under the that certain Term Loan Agreement, dated as of April 16, 2014 among FTS International, Inc., as borrower, Wilmington Savings Fund Society, FSB, as successor administrative agent, and the lenders party thereto WILKS BROTHERS, LLC, 17018 Interstate 20 Cisco, TX 76437 * $68,445,000 in aggregate principal amount of Secured Notes Counsel submit this Amended Statement out of an abundance of caution, and nothing herein should be construed as an admission that the requirements of Bankruptcy Rule 2019 apply to Counsel's representation of the Ad Hoc Group of Secured Noteholders. Counsel for the Ad Hoc Group of Secured Noteholders can be reached at: RAPP & KROCK, PC Henry Flores, Esq. 1980 Post Oak Blvd., Suite 1200 Houston, TX 77056 Telephone No.: (713) 759-9977 Facsimile No.: (713) 759-9967 Email: HFlores@rappandkrock.com - and - DAVIS POLK & WARDWELL LLP Donald S. Bernstein, Esq. Damian S. Schaible, Esq. Michael P. Pera, Esq. 450 Lexington Avenue New York, NY 10017 Telephone: (212) 450-4000 Facsimile: (212) 701-5800 Email: donald.bernstein@davispolk.com damian.schaible@davispolk.com michael.pera@davispolk.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/2TNSLxD About FTS International Headquartered in Fort Worth, Texas, FTS International Inc. -- http://www.FTSI.com/-- is an independent hydraulic fracturing service company and one of the only vertically integrated service providers of its kind in North America. As of March 31, 2020, the Company had $616 million in total assets, $587 million in total liabilities, and $29 million in total stockholders' equity. On Sept. 22, 2020, FTS International and two affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-34622) to seek confirmation of a prepackaged plan. Kirkland & Ellis LLP and Winston & Strawn LLP are acting as legal counsel, Lazard Freres & Co., LLC is acting as financial advisor, and Alvarez & Marsal LLP is acting as restructuring advisor to the Company in connection with the restructuring. Epiq is the claims and solicitation agent. GALAXY NEXT: Issues $1.2M Additional Debenture to YA II PN ---------------------------------------------------------- Pursuant to the terms of a Securities Purchase Agreement, initially dated as of Aug. 18, 2020 and amended and restated as of Oct. 9, 2020, between Galaxy Next Generation, Inc. and YA II PN, Ltd., the Company issued and sold a Convertible Debenture to the Selling Stockholder in the aggregate principal amount of $500,000. The Initial Convertible Debenture was issued with a 7.0% original issue discount, resulting in net proceeds to the Company of $465,000. Pursuant to the Securities Purchase Agreement, the Selling Stockholder had agreed, subject to customary closing conditions, to purchase from the Company an additional $1,200,000 Convertible Debenture having the same terms as the Initial Convertible Debenture upon a registration statement registering the shares of the Company's common stock, par value $0.0001 per share issuable upon conversion of the Convertible Debentures being declared effective by the U.S. Securities and Exchange Commission. On Oct. 30, 2020, the Company closed on the sale of the Second Convertible Debenture to the Selling Stockholder and issued the Second Convertible Debenture, which matures on Oct. 30, 2021, to the Selling Stockholder with a total principal amount of $1,200,000, a 7% original issue discount and an interest rate of 8% per annum, which resulted in net proceeds to the Company of $1,116,000, before deducting legal fees and expenses. The Convertible Debentures are secured by a security interest in all of the assets of the Company and each of the Company's subsidiaries as evidenced by the Securities Purchase Agreement and subject to the security agreement executed by the Company and each of the Company's subsidiaries, initially dated as of Aug. 18, 2020 and amended and restated as of Oct. 9, 2020. The holder of the Convertible Debentures, has the right, subject to certain limitations, at any time to convert all or a portion of the Convertible Debentures, up to $350,000 of the outstanding and unpaid Conversion Amount in any 30 day calendar period, into fully paid and nonassessable shares of Common Stock, below an initial price of $0.47, provided however that the holder will not be limited to conversions in the aggregate of $350,000 for conversions at the Fixed Conversion Price. The number of shares of Common Stock issuable upon conversion of any Conversion Amount will be determined by dividing (x) such Conversion Amount by (y) the Fixed Conversion Price or (z) the Market Conversion Price, as applicable. The "Conversion Amount" means the portion of the principal and accrued interest to be converted, redeemed or otherwise with respect to which this determination is being made. The "Market Conversion Price" means, as of any conversion date or other date of determination, 80% of the lowest VWAP (as defined in the Convertible Debentures) of the Common Stock during the 10 Trading Days immediately preceding the Conversion Date as defined in the Convertible Debentures. The Selling Stockholder, together with any affiliate, will also be limited from beneficially owning more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion or receipt of shares as payment of interest (potentially limiting the Selling Stockholder' conversion right). The Company at its option has the right to redeem, in whole or in part, subject to certain notice requirements, outstanding principal and interest under the Convertible Debentures prior to Oct. 30, 2021 provided that as of the date of the Selling Stockholder' receipt of a Redemption notice the VWAP of the Company' Common Stock is less than the Fixed Conversion Price and there is no Equity Conditions Failure (as defined in the Convertible Debentures). The Company will pay an amount equal to the principal amount being redeemed plus a redemption premium equal to 15% of the outstanding principal amount being redeemed plus outstanding and accrued interest. Other than as specifically permitted by the Convertible Debentures, the Company may not prepay or redeem any portion of the outstanding principal amount of the Convertible Debentures without the prior written consent of the Selling Stockholder. The Convertible Debentures contain standard and customary events of default including, but not limited to, failure to make payments when due, failure to observe or perform covenants or agreements contained in the Convertible Debentures, the breach of any material representation or warranty contained therein, the bankruptcy or insolvency of the Company, failure to timely file and maintain effectiveness of a registration statement for the Conversion Shares, the suspension of trading of Common Stock, and a change of control of the Company. If any Event of Default occurs, subject to any cure period, the full outstanding principal amount, together with interest (including default interest of 15% per annum) and other amounts owing in respect thereof to the date of acceleration will become, at the Selling Stockholder' election, immediately due and payable in cash. The Fixed Conversion Price of the Convertible Debentures is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Company's Common Stock and certain dilutive issuances. Pursuant to the terms of a registration rights agreement entered into between the Company and the Selling Stockholder, initially dated as of Aug. 18, 2020 and amended and restated as of Oct. 9, 2020, on Oct. 10, 2020 the Company filed a Registration Statement on Form S-1 (File No. 333-249561) registering the Conversion Shares, which was declared effective by the SEC on Oct. 29, 2020. About Galaxy Next Generation Headquartered in Toccoa, Georgia, Galaxy Next Generation, Inc. -- http://www.galaxynext.us-- is a manufacturer and distributor of interactive learning technologies and enhanced audio solutions. It develops both hardware and software that allows the presenter and participant to engage in a fully collaborative instructional environment. Galaxy Next reported a net loss of $14.03 million for the year ended June 30, 2020, compared to a net loss of $6.66 million for the year ended June 30, 2019. As of June 30, 2020, the Company had $4.50 million in total assets, $12.24 million in total liabilities, and a total stockholders' deficit of $7.74 million. Somerset CPAs PC, in Indianapolis, Indiana, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Sept. 28, 2020, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. GAMING & LEISURE: S&P Alters Outlook to Stable, Affirms 'BB+' ICR ----------------------------------------------------------------- S&P Global Ratings revised its rating outlook on U.S. gaming real estate investment trust Gaming & Leisure Properties Inc. (GLPI) to stable from negative and affirmed its 'BB+' issuer credit rating after the company issued $300 million of equity to partially prefund the acquisition of two real estate assets from Twin River Worldwide Holdings Inc. for $484 million. GLPI expects to close the acquisition in mid-2021 and enter into a new master lease with Twin River for $40 million of initial annual rent. Meanwhile, S&P affirmed its 'BBB-' issue-level rating on GLPI's senior unsecured debt. The stable outlook reflects S&P's expectation for adjusted leverage to remain at or below 5.5x, given GLPI's relatively stable cash flow base and financial policy. GLPI's use of equity to fund about 60% of its recently announced acquisition improves forecast leverage to the mid-5x area this year and supports S&P's outlook revision to stable from negative. GLPI is acquiring the real estate assets of Tropicana Evansville and Dover Downs Hotel & Casino from Twin River for $384 million, representing an 8.3% capitalization rate. To fund the acquisition, GLPI issued $300 million in equity (with a 15% greenshoe option) and plans to fund the remainder through revolver availability. This is modestly deleveraging, and S&P now expects leverage in 2020 in the mid-5x area this year, compared to its previous expectation for the high-5x area. S&P said, "We believe maintaining adjusted leverage of about 5x to 5.5x is aligned with the company's financial policy and provides a good cushion to our 6x downgrade threshold. Because of this transaction, we continue to believe that should GLPI pursue further acquisitions at a purchase price multiple of 5.5x or above, the company would finance it through a combination of debt, cash flow, and equity to maintain adjusted leverage in the mid-5x area or below." GLPI's regional gaming tenants are performing strongly, reducing risks that it will need to offer rent deferrals or renegotiate rents. Despite regional casinos operating at reduced visitor and gaming capacity, and with other social distancing and health and safety measures in place, regional gaming operators reported strong property-level operating results in the third quarter. This reflects a modest decline in revenues offset by strong EBITDA margin improvement year over year, resulting in good EBITDA growth. Although GLPI only operates two casinos, representing a very small portion of its overall revenue and cash flow, its properties have enjoyed similar trends as its regional gaming operator tenants. Third-quarter revenue was up almost 9% and EBITDA up 45%. Additionally, GLPI's tenants reported strong cash positions, having acted aggressively to shore up liquidity in the second and third quarters. S&P said, "We believe these transactions--particularly rent credit given to Penn National Gaming Inc. for the acquisition of the real property of Tropicana Las Vegas Casino Hotel Resort and the land under Penn National's gaming facility under construction in Morgantown, Pa.--combined with their operating performance over the last few months and good revolver access put these gaming operators in a much healthier liquidity position than at the start of the COVID-19 pandemic. We believe that should states or gaming regulators enact additional operating limitations, including stricter capacity restrictions (as in Illinois recently) to combat rising coronavirus cases, operators will be better equipped to handle further operational disruption." "Although we acknowledge the risk of additional casino closures, we believe these are more likely to be targeted shutdowns. We expect GLPI would be less directly affected given its master lease agreements with tenants and their liquidity positions. Penn National, for example, ended the third quarter with over $2.5 billion of liquidity, including cash and revolver availability, compared to less than $1 billion at the start of the pandemic. As a result, we believe it is less likely GLPI would need to renegotiate or defer rent. Moreover, GLPI continues to collect the majority of its contractual rents, receiving 99% of its rent through October, and is working with Casino Queen (its smallest tenant at about 1% of rent) to collect deferred rent while its facility was closed." GLPI modestly reduces tenant concentration through acquisitions. Through acquisitions of land associated with gaming facilities operated by Caesars Entertainment Inc. (formerly known as Eldorado Resorts), Boyd Gaming Corp., and Twin River, GLPI continues to reduce its tenant concentration with Penn National to about 75% of cash rental income, down from about 90%. The transaction improves revenue visibility as GLPI will enter a 15-year initial term with four five-year renewals and an initial rent of $40 million, 100% of which will be fixed and subject to annual escalators of up to 2%. GLPI will also enhance its geographic diversity with the acquisition of Dover Downs, GLPI now holds properties in 17 states. S&P said, "We continue to expect, at least over the next two years, the majority of GLPI's cash rental income will continue to come from Penn National. We believe tenant concentration is a risk factor because tenants can take actions that increase their financial risk, which can jeopardize operating performance and stress their ability to maintain good rent coverage. Nevertheless, we expect GLPI will continue to make acquisitions, further reducing its concentration with Penn." "The stable outlook reflects our expectation for adjusted leverage to remain at or below 5.5x, given GLPI's relatively stable cash flow base and financial policy. Notwithstanding the weak macroeconomic environment and rising coronavirus cases, it also reflects our expectation that GLPI's cash rent collection will be very high over the next year. This is given recent regional gaming cash flow generation, the good liquidity positions of its three largest tenants, and that it will not need to provide tenants with material rent deferrals or accept real estate assets in lieu of cash rent." S&P could consider lowering the ratings if: -- S&P expected adjusted leverage would be sustained above 6x. Given the cushion it expects compared to this threshold and GLPI's financial policy with respect to leverage, such a deterioration would most likely result from a large acquisition in which GLPI cannot raise sufficient equity to keep it below 6x; -- The credit quality of GLPI's largest tenant deteriorated to the extent that rent coverage was sustained below 1.5x; or -- While less likely given GLPI tenants' healthy liquidity positions, S&P could revise the outlook to negative or lower ratings if rising coronavirus cases caused additional closures or lockdowns that led tenants' liquidity to deteriorate in a manner that increased risks that GLPI would need to renegotiate or defer rents. S&P believes an upgrade is unlikely over the next few years given GLPI's high tenant concentration and financial policy to maintain leverage at about 5x-5.5x. Nevertheless, it could consider higher ratings if: -- GLPI significantly increased its tenant diversity; and -- Maintained adjusted leverage below the mid-4x area. GREENBERG GOURMET: Unsec. Creditors to Have 6.30% Recovery in Plan ------------------------------------------------------------------ Greenberg Gourmet, LLC, filed with the U.S. Bankruptcy Court for the District of Maryland, Greenbelt Division, a Plan of Reorganization and a Disclosure Statement on Sept. 1, 2020. The Debtor estimates its Unsecured Claims total $472,002, including Claims not scheduled as contingent, Claims concerning which proofs of claim were filed, as well as the unsecured portion of Secured Claims listed in Classes V and VI. The Debtor shall pay holders of Allowed Unsecured Claims a pro rata share of all net cash remaining after payment of the Claims set forth in Classes I through VI, provided that Claims in this class shall receive no less than their pro rata share of a minimum distribution of $30,000, through 20 quarterly payments. The Debtor estimates this will constitute a dividend of 6.30% of Allowed Unsecured Claim. The membership interest of the Debtor was held by Lee Greenberg and Angie Greenberg, as tenants by entireties, at the time of the commencement of this case. In the present case, the Greenbergs are contributing new value to the Debtor in the form of a contribution of $10,000 to be made on or before the Effective Date of the Plan. The Debtor believes that the new value capital contribution set forth by this class of Interests is both fair and reasonable and exceeds the fair market value of the interests to be issued in the reorganized Debtor. The Plan will be funded from amounts currently held by the Debtor and by the proceeds of the Debtor’s business operations. The Debtor believes that its cash flow will be sufficient to meet its obligations in the Plan and to fund ongoing business operations based on the cash flow projections of the Debtor. A full-text copy of the Disclosure Statement dated Sept. 1, 2020, is available at https://tinyurl.com/y6mtoa49 from PacerMonitor.com at no charge. The Debtor is represented by: COHEN BALDINGER & GREENFELD, LLC Augustus T. Curtis 2600 Tower Oaks Boulevard, Suite 290 Rockville, Maryland 20852 Tel: (301) 881-8300 About Greenberg Gourmet Greenberg Gourmet, LLC, sought Chapter 11 protection (Bankr. D. Md. Case No. 20-10930) on Jan. 23, 2020. Cohen, Baldinger & Greenfeld, LLC, is the Debtor's counsel. HADDINGTON FUND: Court to Confirm Reorganization Plan ----------------------------------------------------- Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas on Nov. 3, 2020, convened a hearing on the Amended Plan of Reorganization filed by Haddington Fund, LP, and confirmed the Plan at the hearing. As of Nov. 3, a plan confirmation order has not been filed. According to the Amended Disclosure Statement, Class 5 Allowed Unsecured Creditors are impaired. All allowed unsecured creditors shall share pro rata in the unsecured creditors pool. The Debtor will make monthly payments commencing on the Effective Date of $2,500 into the unsecured creditors' pool, compared to $5,000 into the unsecured creditors' pool from prior iteration of the Plan. Class 5 Current Owners are not impaired under the Plan. The current ownership will be separated into two ownership groups. Group 1 participants shall retain their current ownership interest in the Debtor and shall be entitle to received their proportionate distribution of funds currently held by the Debtor from the liquidation of Debtor's interest in the Knightvest Preserve, LLC, on the Effective Date as well as their share of the Debtor's interenst in the PPTX, LLC. Group 2 participants will retain their current ownership interest in the Debtor’s interest in the Mill Property and shall be entitle to received their proportionate distribution of the net profits generated by the Mill Property every six months commencing six months after the Effective Date. Mary Kidwell IRA asserts that she has an interest in either group one, group two or both under Class 6. The Debtor disputes that Mary Kidwell IRA has any ownership interest in Class 6. In the event Mary Kidwell IRA is determined to have an ownership interest, the percentages shall be adjusted. The Debtor anticipates the continued operations of the business to fund the Plan. The Debtor currently has 14 tenants at the Mill Property. Currently 7 tenants are on month to month leases. These leases account for $10,646 on the monthly income. The remaining 7 leases have a remaining term of between 9 months and 3 years. These leases amount of $12,912 in monthly income. A full-text copy of the Amended Disclosure Statement dated August 11, 2020, is available at: https://tinyurl.com/y6cbjpgn from PacerMonitor at no charge. A copy of the Amended Chapter 11 Plan dated Oct. 16, 2020, is available at: https://www.pacermonitor.com/view/RWW2KAI/Haddington_Fund_LP__txebke-19-42853__0085.0.pdf Proposed Attorneys for the Debtor: Eric A. Liepins ERIC A. LIEPINS, P.C. 12770 Coit Road, Suite 1100 Dallas, Texas 75251 Tel: (972) 991-5591 Fax: (972) 991-5788 About Haddington Fund Haddington Fund L.P. filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No. 19-42853) on Oct. 21, 2019. In its petition, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The petition was signed by James Bresnahan, managing member of general partner. The Hon. Brenda T. Rhoades oversees the case. The Debtor tapped Eric A. Liepins, Esq., at Eric A. Liepins, P.C., as bankruptcy counsel, and Jones Allen & Fuquay, LLP, as special counsel. HANKEY O'ROURKE: Secured Creditor Says Plan Unconfirmable --------------------------------------------------------- IOFUS-FCC Holdings I, LLC (IOFUS), a secured creditor of Debtor Hankey O'Rourke Enterprises, LLC, objects to the Disclosure Statement filed in connection with the Debtor's Plan of Reorganization. IOFUS claims that the Plan does not provide how the Debtor intends to make the $48,000 lump sum payment to IOFUS upon confirmation, and does not have the cash available to do so. Thus, IOFUS believes the Plan is not feasible. IOFUS points out that the Plan provides that the Class Three and Class Four claims will be paid in full upon confirmation of the Plan, but fails to provide how such claims will be paid. The Debtor lacks sufficient funds to make any such payments contemplated by the Plan (or the Disclosure Statement), and thus is not feasible. IOFUS states that the Plan improperly classifies the SBA's secured claim in Class Two as fully secured based on a $1,500,000 valuation of the Property, and then separately classifies the SBA's EIDL loan (Class Three) from the general unsecured claims (Class Four) solely for the purpose of gerrymandering votes to obtain acceptance of the Plan. IOFUS asserts that the Disclosure Statement does not attribute any value to the Property, despite relying on the sale of the Property for repayment of claims in Class One, Class Two and Class Five. IOFUS further asserts that the Disclosure Statement lacks any information about the Debtor's projected income and expenses. The Debtor fails to include any budget or financial projections showing revenue and expenses which would assist creditors in evaluating the feasibility of the Plan. IOFUS says that the Disclosure Statement provides no information about the basis for such exchange of funds between the Debtor and Cove, or any agreement between the parties and whether Cove is obligated to make such transfer, and what recourse, if any, the Debtor has if such transfer is not made. A full-text copy of IOFUS' objection to the disclosure statement dated October 1, 2020, is available at https://tinyurl.com/yxel2ubq from PacerMonitor.com at no charge. IOFUS-FCC Holdings is represented by: Jonathan M. Hixon, BBO # 692420 Hackett Feinberg P.C. 155 Federal Street, 9th Floor Boston, MA 02110 Tel: (617) 422-0200 Fax: (617) 422-0383 E-mail: jmh@bostonbusinesslaw.com About Hankey O'Rourke Hankey O'Rourke Enterprises LLC, a privately held company in Great Barrington, Mass., filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-30500) on June 21, 2019. In the petition signed by Juanita O'Rourke, manager, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The case is assigned to Judge Elizabeth D. Katz. Shatz, Schwartz & Fentin, P.C., is the Debtor's counsel. HANKEY O'ROURKE: Unsecureds to Get Paid by Shareholder Contribution ------------------------------------------------------------------- Hankey O'Rourke Enterprises, LLC, filed with the U.S. Bankruptcy Court for the District of Massachusetts, Western Division, a Chapter 11 Plan of Reorganization and a Disclosure Statement on Sept. 1, 2020. The remaining contribution by the shareholder of the Debtor shall be distributed pro rata to the holders of Class Three United States Small Business Administration (SBA) and Class Four general non-insider unsecured claims, upon entry of a final order confirming the Plan, after payment of allowed administrative claims. Class Six interest holders Juanita O'Rourke and Thomas Hankey will retain their interests by contribution of new value in the sum of $25,000, which will be used to pay allowed administrative claims and non-insider unsecured Class Three and Class Four Claims. On Confirmation, all property of the Debtor will revert to the Debtor free and clear of all claims. The Debtor has been actively marketing the real estate at 109 Stockbridge Road, Great Barrington, Massachusetts (the Property) for sale during the course of the case. The property is currently listed with Michael Harrigan and BHHS Barnbrook Realty, at a price of approximately 2.1 million dollars, and these efforts will continue. The Debtor is investigating the feasibility of subdividing a portion of its property for sale. If subdivision is feasible, the Debtor will do so, and seek to sell the extra land. The net proceeds from any sale will be used to pay down the secured claims. A full-text copy of the disclosure statement dated September 1, 2020, is available at https://tinyurl.com/y4ajg8gv from PacerMonitor.com at no charge. The Debtor is represented by: Steven Weiss, Esquire Shatz, Schwartz and Fentin, PC 1441 Main Street, Suite 1100 Springfield, MA 01103 Tel: (413) 737-1131 E-mail: sweiss@ssfpc.com About Hankey O'Rourke Hankey O'Rourke Enterprises LLC, a privately held company in Great Barrington, Mass., filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-30500) on June 21, 2019. In the petition signed by Juanita O'Rourke, manager, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The case is assigned to Judge Elizabeth D. Katz. Shatz, Schwartz & Fentin, P.C., is the Debtor's counsel. HCA HEALTHCARE: Egan-Jones Ups Local Currency Unsec. Rating to BB- ------------------------------------------------------------------ Egan-Jones Ratings Company, on October 28, 2020, upgraded the local currency senior unsecured rating on debt issued by HCA Healthcare Incorporated to BB- from B+. Headquartered in Nashville, Tennessee, HCA Healthcare, Inc. offers health care services. HERTZ GLOBAL: Plans to Borrow $4B to Purchase New Rental Car Fleet ------------------------------------------------------------------ Brad Anderson of Carscoops reports that rental car company Hertz Global is looking to secure a $4 billion financing package to refresh its fleet of vehicles as it tries to get back on its feet. The rental car giant has been hit hard by coronavirus shutdowns and the lack of travel around the world. It filed for Chapter 11 earlier this 2020 and in October 2020, secured $1.65 billion in financing to help it through bankruptcy proceedings. It has since filed a motion asking the U.S. Bankruptcy Court in Delaware to approve the financing that will keep it operational through 2021. In addition to this financing, The Wall Street Journal has revealed that the car rental company is looking to line-up a $4 billion financing package to get a new fleet of vehicles. During a recent court hearing, a lawyer for Hertz said "We need to start ordering new vehicles." Hertz hopes to get commitments for $4 billion in asset-backed financing in the coming days. Throughout 2020, it has been liquidating parts of its fleet while cutting the number of vehicles that it leases from banks and bondholders in order to adapt to lowered demand for its vehicles. In other Hertz-related news, the New York Stock Exchange recently determined that the company is no longer suitable for listing having filing for bankruptcy on May 22 and after its appeal was reviewed. As such, its stock no longer trades on the NYSE and is now available exclusively on the OTC Bulletin Board, or pink sheets, under the ticker symbol HTZGQ. About Hertz Global Holdings Hertz Corp. and its subsidiaries -- http://www.hertz.com/-- operate a worldwide vehicle rental business under the Hertz, Dollar, and Thrifty brands, with car rental locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean, the Middle East, and New Zealand. The Company also operates a vehicle leasing and fleet management solutions business. On May 22, 2020, The Hertz Corporation and certain of its U.S. and Canadian subsidiaries and affiliates filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court (Bankr. D. Del. Case No. 20-11218). The Hon. Mary F. Walrath is the presiding judge. White & Case LLP is serving as legal advisor, Moelis & Co. is serving as investment banker, and FTI Consulting is serving as financial advisor. Richards, Layton & Finger, P.A., is the local counsel. Prime Clerk LLC is the claims agent, maintaining the page https://restructuring.primeclerk.com/hertz HOPEDALE MINING: Hopedale, Ohio Mine Closes Down ------------------------------------------------ According to reports, the Hopedale Mine in Hopedale, Ohio was closed mid-September, impacting more than 100 employees. The mine closed less than two months after filing for for Chapter 11 bankruptcy protection. "We came out of the mine and they told us Kentucky called in and said, 'hut the mine down.' We are done mining. We packed our stuff up and left," Butch Carter, who has worked at the Hopedale mine owned by Rhino Resource Partners for over 18 years, told WTOV9 Fox. According to Herald-Star, the Hopedale coal mine was reopened in 2005 after Rhino Resource Partners invested in the facility. Prior to the investment it had been closed since 1987. According to WTOV9 Fox, the abrupt closure came as a surprise to the county, although there were indications that the mine was struggling. "When we saw they filed for bankruptcy back in July 2020, Chapter 11 is one thing, sometimes they reorganize and unfortunately now said they're shutting down," Harrison County Commissioner Paul Coffland said. About Hopedale Mine Hopedale Mining, LLC and its affiliates are diversified coal producers. They produce, process and sell coal of various steam and metallurgical grades from multiple coal-producing basins in the United States. They market steam coal primarily to electric utility companies as fuel for their steam powered generators. The companies have a geographically diverse asset base with coal reserves located in Central Appalachia, Northern Appalachia, the Illinois Basin and the Western Bituminous region. On July 22, 2020, Hopedale Mining sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Lead Case No. 20-12043). At the time of the filing, Hopedale Mining had estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. Judge Guy R. Humphrey oversees the cases. The Debtors tapped Frost Brown Todd LLC as their bankruptcy counsel, Cambio Group LLC as restructuring advisor, Energy Ventures Analysis Inc. as financial advisor, FTI Consulting Inc. as bankruptcy consultant, and Epiq Corporate Restructuring LLC as claims and noticing agent. On July 30, 2020, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee has retained Foley & Lardner LLP and Barber Law PLLC as its legal counsel and B. Riley FBR, Inc. as its financial advisor. HOSANNA BUILDING: Gets Court Approval to Hire Accountant -------------------------------------------------------- Hosanna Building Contractors, Inc. received approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Pamela Henley, an accountant practicing in Orlando, Fla. Ms. Henley will provide the following services: a. prepare monthly operating reports during the course of the Debtor's bankruptcy proceeding; b. perform general accounting services, such as creating and maintaining records of monthly and annual income and expenses; c. prepare federal and stat tax returns; d. assist in preparing documents necessary for confirmation of the Debtor's Chapter 11 plan; e. provide accounting advice to the Debtor; f. provide such other services as requested by the Debtor or its legal counsel. The accountant will charge $250 per hour for her services and $100 per hour for attendance and testimony. Ms. Henley disclosed in court filings that she is a "disinterested person" as defined within Section 101(14) of the Bankruptcy Code. Ms. Henley holds office at: Pamela J. Henley, EA 343 N. Fern Creek Avenue Orlando, FL 32803 Phone: 407-730-4892 About Hosanna Building Contractors, Inc. Hosanna Building Contractors, Inc. is a full-service contractor providing service to commercial and residential clients in Florida and Georgia. It offers repairs, remodeling, insurance restorations, and new construction services. Visit https://www.hosannabc.com for more information. Hosanna Building Contractors filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-05457) on Sept. 29, 2020. Jane Blankenship, Debtor's chief executive officer, signed the petition. At the time of the filing, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Judge Lori V. Vaughan oversees the case. Aldo G. Bartolone, Esq., at Bartolone Law, PLLC, serves as the Debtor's legal counsel. HUSKY ENERGY: Egan-Jones Hikes Senior Unsecured Ratings to B+ ------------------------------------------------------------- Egan-Jones Ratings Company, on October 26, 2020, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Husky Energy Inc. to B+ from B. Headquartered in Calgary, Canada, Husky Energy Inc. is involved in the exploration, development, and production of crude oil and natural gas in Canada and in international areas. IRB HOLDING: S&P Places 'B' ICR on Watch Positive ------------------------------------------------- S&P Global Ratings placed all its ratings on U.S.-based restaurant company IRB Holding Corp. (d/b/a Inspire Brands), including its 'B' issuer credit rating, on CreditWatch with positive implications. The CreditWatch placement follows Inspire Brands' announcement that it has agreed to acquire Dunkin'. On Oct. 30, 2020, Inspire Brands announced its plans to acquire Dunkin' Brands in a transaction valued at $11.3 billion. S&P said, "We expect the company to fund the transaction with a combination of cash, newly issued debt, and equity investment from its sponsor. We anticipate Inspire will maintain a highly leveraged capital structure following the transaction, which will include assuming Dunkin's existing $2.4 billion of debt. As such, we believe that benefits from increased scale and improved diversification could possibly be offset by a very high level of leverage pro forma for the transaction." Dunkin' is an entirely franchised concept, specializing in coffee, donuts, and breakfast offerings, with a significant presence in the northeastern U.S. The company also owns Baskin-Robbins, which is also entirely franchised and offers a variety of ice cream-based snacks and desserts. Both quick service restaurant (QSR) chains also have an international presence, with nearly 20% of combined systemwide sales generated outside the U.S. There are over 20,000 Dunkin' and Baskin-Robbins restaurants globally, generating over $11 billion in systemwide sales. S&P said, "We believe the addition of these two concepts strengthens Inspire's business by adding significant scale (systemwide sales will expand by about 75%) and further diversifying its geographic presence and daypart mix. Furthermore, Inspire's profit margins should improve with the addition of the entirely franchised QSR concepts. Following the acquisition, Inspire Brands will be the second-largest restaurant company in the U.S. by systemwide sales. "The CreditWatch placement with positive implications reflects the possibility that we may raise our ratings on Inspire Brands following a review of the combined business and transaction details. The possibility for an upgrade is based on our view that the combined entity will benefit from significant scale, improved diversification, and strengthening profitability. However, we acknowledge the potential for offsetting factors due to excessive leverage, depending on the amount of debt being utilized in this transaction, which is currently not disclosed." LAPEER INDUSTRIES: Has Until Dec. 3 to File Plan and Disclosures ---------------------------------------------------------------- Judge Phillip J. Shefferly has ordered that the deadline for the Lapeer Industries, Inc. to file a Combined Plan and Disclosure Statement is December 3, 2020. The deadline to return ballots on the plan, as well as to file objections to final approval of the disclosure statement and objections to confirmation of the plan, is January 22, 2021. The hearing on objections to final approval of the disclosure statement and confirmation of the plan shall be held on January 29, 2021 at 11:00 a.m., in Courtroom 1975, 211 West Fort Street, Detroit, Michigan 48226. About Lapeer Industries Lapeer Industries, Inc., is a design, machining and fabrication company serving the automotive and defense industries. It provides fabrication, automated welding, machining, painting, assembly and kitting services. Lapeer Industries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 20-31375) on Aug. 5, 2020. The case was initially assigned to Judge Joel D. Applebaum. On Aug. 13, 2020, the case was reassigned to Judge Phillip Shefferly and was assigned a new case number (Case No. 20-48744). At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $10 million and $50 million. Winegarden, Haley, Lindholm, Tucker & Himelhoch P.L.C. is the Debtor's legal counsel. LATTICE SEMICONDUCTOR: Egan-Jones Hikes Unsec. Debt Ratings to BB+ ------------------------------------------------------------------ Egan-Jones Ratings Company, on October 30, 2020, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Lattice Semiconductor Corporation to BB+ from BB. Headquartered in Hillsboro, Oregon, Lattice Semiconductor Corporation designs, develops, and market programmable logic devices. LOS ANGELES SCHOOL: Hires Drew H. Sherman as Special Counsel ------------------------------------------------------------ Los Angeles School of Gymnastics, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Drew H. Sherman, Esq., as special counsel to the Debtor. Los Angeles School requires Drew H. Sherman to represent the Debtor in the civil complaint filed on September 1, 2020, by the City of Culver against the Debtor and Tanya Berenson in the California Superior Court, County of Los Angeles, entitled City of Culver v. Los Angeles School of Gymnastics, Inc., and Tanya Berenson, Case No. 20SMCV01190. The case seeks to enjoin the Debtor for unlawful use of the Higuera Property. Drew H. Sherman will be paid at the hourly rate of $400. Drew H. Sherman will also be reimbursed for reasonable out-of-pocket expenses incurred. Drew H. Sherman 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. Drew H. Sherman can be reached at: Drew H. Sherman, Esq. 23921 Sylvan St. Woodland Hills, CA 91367 Tel: (818) 620-1563 About Los Angeles School of Gymnastics Los Angeles School of Gymnastics, Inc., based in Culver City, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-18203 on Sept. 8, 2020. In the petition signed by CEO Tanya Berenson, the Debtor was estimated to have $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Deborah J. Saltzman presides over the case. Kogan Law Firm, APC, serves as bankruptcy counsel. M.E. SMITH: 7.29% Dividend for Unsecured Creditors in Plan ---------------------------------------------------------- M.E. Smith, Inc., filed a Fourth Amended Plan of Reorganization and a corresponding Disclosure Statement. According to the Debtor's Fourth Amended Disclosure Statement, the Debtor's financial projections show that the reorganized Debtor coupled with the year 1 new value contribution by the sole shareholder, the Debtor should have sufficient cash to make payments required under the Plan and to execute the Debtor's business plan. CLASS 7: Unsecured Creditors will each receive a pro rata share of $120,000 payable as follows: pro rate share of $24,000 on the Effective Date and pro rata share of $24,000 on each of the next four anniversary dates of the Effective Date. In sum, holders of Class 7 claims will receive in five payments over the five years from the Effective Date a pro rata share of a pool of cash totaling $120,000. This equates to a 7.29% dividend to Class 7 holders. CLASS 8: Mark E. Smith will retain his equity interests in exchange for a contribution of new value totally no less than $50,000. A full-text copy of the Fourth Amended Disclosure Statement dated September 9, 2020, is available at https://tinyurl.com/y463ysq4 from PacerMonitor.com at no charge. The Debtor's counsel: Michael Van Dam, Esq. Van Dam Law LLP 233 Needham Street Newton, MA 02464 Tel: (617) 969-2900 Fax: (617) 964-4631 E-mail: mvandam@vandamlawllp.com About M.E. Smith Established in 2004, M.E. Smith, Inc., is a Massachusetts corporation providing construction and maintenance of municipal water utilities. Services are provided generally to cities and towns in Massachusetts and Connecticut. Its sole shareholder is Mark E. Smith. M.E. Smith, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 19-40235) on Feb. 12, 2019. The Hon. Elizabeth D. Katz is the case judge. The Debtor is represented by Michael Van Dam, Esq. at Van Dam Law LLP. M.E. SMITH: Brox Industries Objects to Fourth Amended Disclosure ---------------------------------------------------------------- Brox Industries, Inc., a holder of an unsecured claim, objects to the Fourth Amended Disclosure Statement of Debtor M.E. Smith, Inc. Brox Industries says that the Revised Disclosure Statement does not contain adequate information because it assumes that revenues will increase each year by 5% and that expenses will only increase each year 3%. Brox Industries claims that the Debtor should describe in a chart similar to Exhibit C the anticipated results if expenses and revenue increase in unison at 5%. A full-text copy of Brox Industries' objection to the Fourth Amended Disclosure Statement dated September 17, 2020, is available at https://tinyurl.com/yy7gvxzv from PacerMonitor at no charge. Brox Industries is represented by: FORD, McDONALD, McPARTLIN & BORDEN, P.A. Edmond J. Ford 10 Pleasant Street, Suite 400 Portsmouth, NH 03801-4551 Tel: (603) 373-1737 Fax: (603) 242-1381 E-mail: eford@fordlaw.com About M.E. Smith Established in 2004, M.E. Smith, Inc., is a Massachusetts corporation providing construction and maintenance of municipal water utilities. Services are provided generally to cities and towns in Massachusetts and Connecticut. Its sole shareholder is Mark E. Smith. M.E. Smith, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 19-40235) on Feb. 12, 2019. The Hon. Elizabeth D. Katz is the case judge. The Debtor is represented by Michael Van Dam, Esq. at Van Dam Law LLP. MALLINCKRODT PLC: Govt. Creditor Group Seeks Probe of Debt Swap --------------------------------------------------------------- Law360 reports that a multistate government agency creditor group told a Delaware judge Tuesday, Nov. 3, 2020, that it should be given sufficient time to probe a swap of more than $1 billion of unsecured notes for roughly $820 million in lien-protected secured notes shortly before Mallinckrodt PLC's Chapter 11 filing. In an objection filed with U. S. Bankruptcy Judge John T. Dorsey, the multistate government entities group took aim at provisions of motion that would enable the global drugmaker to continue to use cash collateral to fund operations during its Chapter 11. About Mallinckdrodt PLC Mallinckrodt PLC is a global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics; and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. Visit http://www.mallinckrodt.comfor more information. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware in the U.S. (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against them. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Judge John T. Dorsey oversees the cases. The Debtors have tapped Latham & Watkins LLP and Richards, Layton & Finger P.A. as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray LLP as litigation counsel; Torys LLP as CCAA counsel; Guggenheim Securities LLC as investment banker; and AlixPartners LLP as restructuring advisor. Prime Clerk, LLC is the claims agent. MALLINCKRODT PLC: Shareholders Seek Appointment of Equity Panel --------------------------------------------------------------- A group of shareholders of Mallinckrodt plc asked the U.S. Bankruptcy Court for the District of Delaware to direct the Office of the U.S. Trustee to appoint a committee that will represent equity holders in the company's Chapter 11 case. The group, which calls itself the Mallinckrodt Group Shareholders, said all its members who have invested their personal savings in the company "would be severely negatively impacted" should existing shares be canceled. The group criticized the company's current restructuring agreement, which proposes to void all existing shares and how its management deals with shareholders. According to the group, the management estimates the market capitalization of the company upon its emergence from bankruptcy to be approximately $1.5 billion in October 2021, and proposes to award itself 10 percent ownership in the restructured company. "That transfers $150 million of equity from our hands, the current owners, and puts it into the hands of management. There is no legitimate reason which serves any interest for this transfer of wealth from the current public owners of the company to management," the Mallinckrodt Group Shareholders wrote in a letter to Judge John Dorsey who oversees Mallinckrodt's bankruptcy case. The group proposes to award the management 1 percent ownership stake in the restructured company or $15 million, pointing out that the management has already awarded itself $5.5 million in retention bonuses. Meanwhile, the group wants Mallinckrodt shareholders to receive at least 9 percent or $135 million of the estimated $1.5 billion equity in the restructured company. "Such an outcome would be fair and reasonable and equitable under the law," the Mallinckrodt Group Shareholders said. Marc Van Schendel, a Mallinckrodt shareholder, expressed support for the group, saying the company's management "isn't acting in good faith and even abuses the voluntary bankruptcy case." Mr. Van Schendel asked the court to deny Mallinckrodt's recovery plan or require the company to amend it, and to appoint an equity committee that will represent shareholders who will be "unfairly harmed" by the plan. The shareholders group can be reached through: James K. Parker Cesar Vinces 401 Cranborne Lane Cary, NC 27519 About Mallinckdrodt Mallinckrodt is a global business consisting of multiple wholly-owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics; and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. Visit http://www.mallinckrodt.comfor more information. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware in the U.S. (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against them. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Judge John T. Dorsey oversees the cases. The Debtors have tapped Latham & Watkins LLP and Richards, Layton & Finger P.A. as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray LLP as litigation counsel; Torys LLP as CCAA counsel; Guggenheim Securities LLC as investment banker; and AlixPartners LLP as restructuring advisor. Prime Clerk, LLC is the claims agent. MARTIN DEVELOPMENT: Hires Shannon Company as Appraiser ------------------------------------------------------ Martin Development, LLC, and its-debtor affiliates, seek authority from the U.S. Bankruptcy Court for the District of Massachusetts to employ The Shannon Company, as appraiser to the Debtors. Martin Development requires Shannon Company to provide appraisal reports to the following real properties: a. 77 Elm Street, Amesbury, Massachusetts, a three-story commercial building owned by the Debtor comprised of eight separate units and approximately 22,000 square feet. b. 11 Fruit Street, Amesbury, Massachusetts, an approximately .21-acre, 20 space parking lot owned by Diesel Realty, LLC which is adjacent to and serves the tenants of 77 Elm Street, their customers and clients. c. 115 Main Street, Amesbury, Massachusetts, a two-story building comprised of two rental units and approximately 8,000 square feet. d. 19-23 Main Street, Amesbury, Massachusetts, a two-story commercial building owned by DMM Holdings comprised of four rental units and approximately 10,000 square feet. Shannon Company will be paid for conducting the appraisals, establishing a valuation and providing written reports, in the amount of $14,000. Shannon Company will be paid a $10,000 retainer, and $4,000 will be due upon Shannon Company providing a valuation of the properties. In the event testimony is requested with the Court, Shannon Company will be paid $175. Robert Shannon, partner of The Shannon Company, 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. Shannon Company can be reached at: Robert Shannon The Shannon Company 24 Spring Street Ipswich, MA 01938 Tel: (617) 314-6138 E-mail: rshannon@ccim.net About Martin Development Martin Development, LLC, is a freight shipping broker based in North Andover, Mass. On Sept. 23, 2020 Martin Development and its affiliates filed voluntary Chapter 11 petitions (Bankr. D. Mass. Lead Case No. 20-40935). The petitions were signed by David M. Martin, manager. At the time of the filings, Martin Development had estimated assets of between $1 million and $10 million and liabilities of the same range. Judge Elizabeth D. Katz oversees the case. The Debtors are represented by Parker & Lipton. MARYLAND ECONOMIC: S&P Cuts 2015 Housing Rev. Bond Rating to 'BB+' ------------------------------------------------------------------ S&P Global Ratings lowered its long-term rating on Maryland Economic Development Corp.'s (MEDCO) series 2015 (University of Maryland, Baltimore, UMB, project) student housing refunding revenue bonds to 'BB+' from 'BBB-' and removed the rating from CreditWatch. The outlook is negative. On Aug. 5, 2020, S&P placed its rating on MEDCO, Baltimore project on CreditWatch with negative implications with several other U.S. higher education privatized (off-balance-sheet) student housing projects in the wake of the COVID-19 pandemic and the uncertainties surrounding the ultimate economic fallout. "The downgrade and negative outlook reflect our view of the risk and uncertainty that COVID-19 places on University of Maryland, Baltimore project," said S&P Global credit analyst Ken Rodgers. "Our view also reflects the project's decline in occupancy and debt service coverage (DSC) below required thresholds in the fiscal year ended June 30, 2020, owing to the impact of the COVID-19 pandemic, which caused UMB to transition to online learning in the Spring of 2020. As a result, debt service coverage per the legal definition fell below the required 1.20x revenue covenant to 1.16x. In S&P's view the project could face additional pressure in fiscal 2021 if spring instruction at UMB largely remains online." The negative outlook reflects S&P's view that the project could face further rating pressure if the project occupancy from student rentals alone remains low due to COVID-19, debt service coverage remains below the required revenue covenant requirement, UMB finds lack of support for state appropriation for units that would otherwise be vacant and impede attaining minimum sufficiency debt service coverage, or if reserve funds are tapped to make debt service payments in the future. In addition, unanticipated additional debt issuance could weigh on the rating. MARYLAND ECONOMIC: S&P Lowers 2012, 2017 Bond Ratings to 'BB+' -------------------------------------------------------------- S&P Global Ratings lowered its long-term rating on Maryland Economic Development Corp.'s (Medco) series 2012 and 2017 senior student housing project and refunding revenue bonds, issued on behalf of the Towson University project, to 'BB+' from 'BBB' and removed the rating from CreditWatch. The outlook is negative. On Aug. 5, 2020, S&P placed its rating on Medco Towson University project on CreditWatch with negative implications together with a number of other U.S. higher education privatized (off-balance-sheet) student housing projects in the wake of the COVID-19 pandemic and the uncertainties surrounding the ultimate economic fallout. "The downgrade and negative outlook reflect our view of the risk and uncertainty the COVID-19 pandemic places on Medco's Towson University project," said S&P Global credit analyst Ken Rodgers. Also, S&P's view reflects the significant operating pressure that Medco's Towson University housing project faces, mainly as a result of the loss of rental revenues driven by COVID-19 and lack of meaningful university support for the project in the form of a bond covenant providing either a first fill or lease vacancy agreement or some other form of project guaranty. As a result, of the COVID-19 pandemic, Towson University moved all course instruction to an online format in March 2020 through the remainder of the academic year. The project gave refunds to students for the spring semester totaling $1.65 million following the dismissal from campus and fall occupancy has been further affected by university safety guidelines with almost all classed offered online, excluding a few graduate programs. In addition, the university has announced that approximately 85% of classes in the spring will be offered remotely with reduced density for those classes held in hybrid mode or in-person instruction. S&P understands the Towson University housing project did not need to de-densify as it is in compliance with CDC guidelines according to Medco officials. The project, following university guidelines, allowed students to cancel contracts for medical reasons documented by a physician's letter; however, students were not permitted to cancel rental agreements for the fall semester due to the university moving to full remote learning rather than on-campus learning in the fall. The negative outlook reflects S&P's view that the project could face further rating pressure if the project occupancy declines further and reserve funds must be tapped to meet the July 1, 2021, debt service payment. MATTEL INC: Egan-Jones Hikes Sr. Unsecured Ratings to B- -------------------------------------------------------- Egan-Jones Ratings Company, on October 27, 2020, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Mattel Incorporated to B- from CCC+. EJR also upgraded the rating on commercial paper issued by the Company to B from C. Headquartered in El Segundo, California, Mattel is a leading global children's entertainment company that specializes in design and production of quality toys and consumer products. MERITAGE COMPANIES: Hires Coldwell Banker as Real Estate Broker --------------------------------------------------------------- Meritage Companies, LLC has filed an amended application with the U.S. Bankruptcy Court for the District of Arizona seeking approval to hire Coldwell Banker Brokerage-Ogden, as real estate broker to the Debtor. Meritage Companies requires Coldwell Banker to market and sell the Debtor's real property located at Village at Prominence Point, 1700 North 400 East, North Ogden, Utah. Coldwell Banker will be paid a commission of 4.5% of the sales price. Lori W. Lee, a partner of Coldwell Banker Residential Brokerage-Ogden, 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. Banker Residential can be reached at: Lori W. Lee COLDWELL BANKER RESIDENTIAL BROKERAGE-OGDEN 2225 S Washington Blvd, Suite 100 Ogden, UT 84401 Tel: (801) 479-9300 About Meritage Companies Meritage Companies, LLC, a land developer in Wasilla, Alaska, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-07718) on June 30, 2020. The petition was signed by Jack A. Barrett, manager. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $10 million and $50 million. Judge Brenda K. Martin oversees the case. Lamar D. Hawkins, Esq., at Guidant Law, PLC, is the Debtor's legal counsel. David H. Bundy, Esq., of the Law Office of David H. Bundy, PC is tapped as special counsel. MOLINA HEALTHCARE: S&P Rates $650MM Senior Unsecured Notes 'BB-' ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' debt rating to U.S. health insurer Molina Healthcare Inc.'s $650 million of 10-year senior unsecured notes. Molina will use proceeds from the notes for general corporate purposes including the refinancing of its $330 million outstanding of 4.875% senior unsecured notes due 2025. This issuance does not affect S&P's 'BB-' issuer credit rating on Molina. The outlook remains positive based on the potential for a one-notch upgrade in 2021 if Molina sustains an adjusted EBIT return on revenue (ROR) of 5%-6%, lowers its financial leverage to about 45% at year-end 2021, and maintains a 'BBB' capital redundancy based on S&P's risk-based capital model. Molina reported solid financial results for the first nine months of 2020. It is on pace to grow revenue by 16% to $19.6 billion for 2020, with strong organic and inorganic Medicaid membership growth slightly offset by retroactive Medicaid premium refunds. S&P expects adjusted EBIT to end up around $1.1 billion, with an ROR of 5.5%-6%. Strong first-half earnings, driven by lower-than-normal medical utilization in the second quarter, will be offset by weaker second-half earnings, mainly as a result of higher utilization and COVID-19 testing and treatment costs. Molina's revenue will likely exceed $21.5 billion in 2021 based on organic growth and the additions of the Kentucky Medicaid contract and recent and pending acquisitions. Some of these additions may initially dampen Molina's 2021 earnings, but S&P expects relatively stable to slightly higher adjusted EBIT of $1.1 billion-$1.3 billion in 2021, with an ROR of 4%-6%. (The company has not provided earnings guidance for 2021.) S&P said, "We expect Molina's debt issuance will result in elevated financial leverage of 50%-52% for year-end 2020. Elevated leverage will lead to a 'BBB' capital deficiency at year-end 2020 due to our excess double leverage adjustment. This adjustment deducts all debt above 20% reported debt to capital from Molina's total adjusted capital (based on consolidated statutory capital) in our capital model. We believe leverage reduction to 44%-46% by year-end 2021 will be possible through retained earnings." Lower leverage would also improve Molina's capital adequacy." Molina's other key credit metrics are relatively strong. S&P expects financial obligations-to-EBITDA of 1.5x-2x in 2020-2021 and EBITDA fixed charge coverage of 11x-13x. Molina's key credit strengths are its: -- Solid competitive position in the managed Medicaid and Affordable Care Act (ACA) exchange markets (3.6 million and 325,000 members, respectively, as of Sept. 30, 2020); -- Some geographic diversity through the 15 states it operates in; and -- Improved earnings, supported by stronger medical management and operational infrastructure, following management's turnaround plan that started in 2017. Molina's key credit risks are its Medicaid concentration (89%/78% of membership/premium revenue for the first nine months of 2020), rising state budgetary issues that may pressure Medicaid rates (slightly offset by state requirements to set "actuarially sound" rates), and general Medicaid renewal risks (the Ohio contract is up for renewal for a January 2022 start date). Other key risks include several state concentrations (Washington, Ohio, and Texas made up 51% of premium revenue for the first nine months of 2020), increasing competition on the ACA exchanges (which may dampen operating margins), and integration and earnings risks associated with Molina's recent and pending acquisitions for 2020-2021. Moreover, Molina's Medicaid expansion and ACA exchange business remains vulnerable to a potential Supreme Court invalidation of the entire ACA law in 2021 (one of many scenarios). MOTIV8 INVESTMENTS: Seeks to Hire Real Estate Broker ---------------------------------------------------- Motiv8 Investments, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Francisco Puertas, a real estate broker in Bellflower, Calif. The Debtor needs the services of a broker to assist in the sale of its property located at 1920 S. Date Ave,. Alhambra, Calif. Mr. Puertas will receive a 1 percent commission on the sales price to be shared with the buyer's broker, if any. Mr. Puertas disclosed in court filings that he is disinterested within the meaning of Section 101(14) of the Bankruptcy Code. The broker holds office at: Francisco Puertas 14209 Bellflower Blvd PO BOX 4657 Bellflower, CA 90706 Phone: (562) 212-8406 About Motiv8 Investments Motiv8 Investments, LLC is a privately-held company in California that operates as a real estate investment company involved in buying, renovating and reselling real properties. Motiv8 Investments filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-10142) on Jan. 21, 2020. Debtor first sought bankruptcy protection (Bankr. C.D. Cal. Case No. 18-16732) on June 11, 2018. In the petition signed by Sergio Moreno Morales, manager, Debtor was estimated to have $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Judge Martin R. Barash oversees the case. The Law Offices of Lionel E. Giron is Debtor's legal counsel. MTE HOLDINGS: Bids Due Nov. 6 in Back-Up Sale Process ----------------------------------------------------- MTE Holdings LLC says they have pursued a consensual plan of reorganization because most stakeholders have informed the Debtors thaty they prefer that alternative. However, other stakeholders, primarily the Debtors' MDC Secured Lenders have demanded a Section 363 sale process as a back-up for the plan process. While Greenhill's financing solicitation effort is still ongoing, the Debtors have determined to implement standard marketing procedures for a Section 363 sale process to maximize value and to ensure that the Debtors have a viable path to exit bankruptcy if a plan of reorganization cannot be consummated. At the Debtors' behest, on Oct. 14, 2020, the Bankruptcy Court entered an order establishing bid procedures relating to the sale of the Debtors' assets. Bid Procedures The Debtors will offer for sale the assets, including (i) the upstream oil and gas assets (the "Oil and Gas Assets"), including the operating water assets (the "Operating Water Assets"), and (ii) the greenfield water infrastructure business (the "Greenfield Water Business Assets"), in accordance with these bid procedures, through one or more sale transactions pursuant to a purchase agreement (the "APA"). A qualified bidder that desires to make a bid must deliver a written or electronic copy of its conforming bid so as to be received no later than November 6, 2020 at 5:00 p.m. (prevailing Eastern Time) (the "Bid Deadline"). Any party wishing to submit a bid should contact the Debtors' proposed investment bankers at the following: Greenhill & Co., LLC 300 Park Avenue New York, NY 10022 Neil A. Augustine Tel: 212-389-1539 E-mail: neil.augustine@greenhill.com Jonathan Brownstein Tel: 212-389-1595 E-mail: jonathan.brownstein@greenhill.com Michael Costelloe Tel: 212-389-1503 E-mail: michael.costelloe@greenhill.com The auction, if required, will commence at 9:00 a.m. (prevailing Eastern Time) on November 13, 2020 and will be held either in person at the New York office of Kasowitz Benson Torres LLP (or such other reasonable location as the Debtors may hereafter designate on reasonable notice) or remotely via Zoom (or employing other similar technologies), and of which the Debtors will notify the Auction Participants Objections to (i) consummation of a Sale Transaction, if any, (ii) the manner in which an Auction was conducted, (iii) the identity of a Successful Bidder or Back-up Bidder for the applicable Assets, (iv) the assumption and assignment of any applicable Assets, including any Desired Executory Contracts, (v) the Cure Amount (solely to the extent such objection is not subject to the applicable Cure Objection Deadline), and (vi) the ability of Successful Bidder(s) to provide adequate assurance of future performance to counterparties of Desired Executory Contracts, shall be filed with the Bankruptcy Court not later than 11:59 p.m.(prevailing Eastern Time) on November 20, 2020. The Successful Bid will be subject to approval by the Debtors, after consultation with the Consultation Parties, and the Court. The evidentiary hearing to consider approval of the Successful Bid will be held at 10:00 a.m. (prevailing Eastern Time)on November 25, 2020, or such other date as the Court's docket may accommodate. About MTE Holdings LLC MTE Holdings LLC is a privately held company in the oil and gas extraction business. MTE sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 19-12269) on Oct. 22, 2019. In the petition signed by its authorized representative, Mark A. Siffin, the Debtor disclosed assets of less than $50 billion and debts of $500 million. Judge Karen B. Owens has been assigned to the case. The Debtor tapped Kasowitz Benson Torres LLP as its bankruptcy counsel; Morris, Nichols, Arsht & Tunnell, LLP as its local counsel; Greenhill & Co., LLC, as financial advisor and investment banker; Ankura Consulting LLC, as chief restructuring officer; and Stretto as its claims and noticing agent. NCCD-ORANGE COAST: S&P Lowers 2018 Housing Bond Rating to 'BB' -------------------------------------------------------------- S&P Global Ratings lowered its rating to 'BB' from 'BBB-' on California Community College Financing Authority's series 2018 college housing revenue bonds, issued for NCCD-Orange Coast Properties LLC, and removed the rating from CreditWatch, where it had been placed with negative implications Aug. 5, 2020. The outlook is negative. "The downgrade and negative outlook reflect operating pressure that Orange Coast Properties faces since it opened one month late with limited occupancy for fall 2020," said S&P Global Ratings credit analyst Laura Macdonald. The low occupancy level of only 35% is a direct result of the COVID-19 pandemic, as the community college is operating largely with virtual instruction. There remains uncertainty about when occupancy might reach a level that would be consistent with the ability to pay debt service over the longer term. Orange Coast Properties LLC is a California-based, single-member, limited liability company, and its sole member is Texas-based National Campus & Community Development Corp. (NCCD). Orange Coast Properties was established for the sole purpose of financing the construction of an approximately 800-bed student housing facility and parking surface on the campus of Orange Coast College (OCC), in Costa Mesa in Orange County, Calif. The rating reflects S&P's assessment of the project based on: -- Fill-up risk, given the pandemic and lack of a track record in student housing with unknown demand from the student body because the majority of students live at home and attend part-time; -- High rental rates per bed of $13,214, or $1,466 per month (inclusive of utilities and amenities), although these rates are only about $100-$300 more per month than market rates and are based on the original 2018 market study; -- High cost of proposed housing, relative to low tuition; and -- The nonrecourse security pledge of net revenues of the housing and dining project. The rating is supported by: -- Strong connection with the district; -- A coordination agreement that calls for first fill of the project, which will be the only housing project for the district, as well as restrictions on building competing housing, and joint marketing efforts; -- Very large enrollment at the college; -- Experienced project team; and -- The bonds' adequate security features. S&P said, "The downgrade reflects our opinion of the operating pressure the project faces due to our view of the loss of rental revenue as students vacated community college with the onset of the COVID-19 pandemic. Orange Coast Community College transitioned to remote learning in an effort to protect the health and safety of students, and limit the community spread of COVID-19. We view the risks posed by COVID-19 to public health and safety as a social risk under our ESG factors. Despite the elevated social risk, we believe the project's environmental and governance risk are in line with our view of the sector as a whole." "The negative outlook reflects our expectation that debt service coverage could be sufficient due to the availability of capitalized interest during the fall and some modest rental revenues; however, there is uncertainty regarding coverage over the longer term and occupancy for fall 2021." "We could lower the rating if occupancy and operations don't rebound, and rental revenues and additional funds are insufficient such that a draw on debt service reserve funds is necessary, leaving little cushion for additional pressures." A revision to a stable outlook would be predicated on evidence of sustained solid occupancy and cash flows sufficient to meet covenants and debt service payments on an ongoing basis. NEW CAFE: Unsecured Creditors to Be Paid in Full in Plan -------------------------------------------------------- New Cafe Minutka, Inc., d/b/a Home Made Cooking Cafe, filed with the U.S. Bankruptcy Court for the Eastern District of New York a Chapter 11 Plan of Reorganization and a Disclosure Statement on Aug. 6, 2020. Class 2 Unsecured non-priority FLSA claims of Sharof Aminov and Erkin Rayshanov. The claim will be paid by a lump sum payment of $30,000 will be paid on the effective date of the plan, the remaining $15,000 will be paid thirty equal monthly payments of $500 with a first payment commencing months after the lump sum payment will be paid. Class 3 Unsecured non-priority claim of Internal Revenue Service will be paid in full in thirty equal monthly payments of $4.70. Class 3 Unsecured non-priority claim of Consolidated Edison Company of New York, Inc. will be paid in full in thirty equal monthly payments of $107.41. Class 3 Unsecured non-priority claim of Accomplished Holding LLC will be paid in full, in 30 equal monthly payments of $138.01. Interest holder Olga Pletniskaya will retain her interest in the Debtor following confirmation, in consideration of a new value contribution, being made by her as the equity holder toward the payment of general unsecured creditor claims. Olga Pletniskaya will be contributing a total amount of approximately $56,000 over the term of the plan, in monthly payments, to supplement monthly plan distributions. The Plan will be financed from contributions from the personal funds of the principal, from ongoing business income and funds accumulated in the Debtor in Possession account of the Debtor, with payments commencing on the effective date of the Plan. A full-text copy of the Disclosure Statement dated August 6, 2020, is available at https://tinyurl.com/y6a4fhvt from PacerMonitor.com at no charge. The Debtor is represented by: ALLA KACHAN, ESQ. 3099 Coney Island Ave, 3rd Floor Brooklyn, NY 11235 Tel: (718) 513-3145 Fax: (347) 342-315 E-mail: alla@kachanlaw.com About New Cafe Minutka New Cafe Minutka, Inc., is a New York corporation with business address 505-506 Brighton Beach Avenue, Brooklyn, NY 141235. The stock is 100% owned by Olga Petinckaya. New Cafe Minutka sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-42357) on April 19, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $100,000 and liabilities of less than $50,000. The case is assigned to Judge Nancy Hershey Lord. The Law Offices of Alla Kachan, P.C., is the Debtor's legal counsel. NEW HILLCREST: Gets Approval to Hire Real Estate Broker ------------------------------------------------------- New Hillcrest Inc. received approval from the U.S. Bankruptcy Court for the Central District of California to hire Juli Udem of Douglas Elliman Real Estate as its real estate broker. The broker will assist in the sale of the Debtor's real property located at 701 N. Hillcrest, Beverly Hills, Calif. The commission is 5 percent of the selling price. The broker is disinterested as required by Section 327(a) of the Bankruptcy Code, according to court filings. The broker can be reached at: Juli Udem Douglas Elliman Real Estate 1772 E. Jericho Turnpike Huntington, NY 11743 Phone: +1 631-499-9191 About New Hillcrest Inc. New Hillcrest Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case no. 20-18370) on Sept. 15, 2020. Andre Djaafar, director at New Hillcrest, signed the petition. At the time of the filing, the Debtor estimated $10 million to $50 million in both assets and liabilities. Judge Neil W. Bason oversees the case. Brett H. Ramsaur, Esq., at Ramsaur Law Office, serves as the Debtor's legal counsel. NIELSEN HOLDINGS: S&P Retains 'BB' ICR on CreditWatch Negative -------------------------------------------------------------- S&P Global Ratings retained all of its ratings on Nielsen Holdings PLC, including its 'BB' issuer credit rating, on CreditWatch, where it placed them with negative implications on Nov. 7. 2019, until it is certain about the close of the sale of the company's Global Connect business to private-equity firm Advent International for $2.7 billion. S&P expects to resolve the CreditWatch nearer to the close of the sale in the second quarter of 2021. S&P said, "We do not expect Nielsen's sale of its Connect business to reduce its leverage to a level that we consider sufficient to support a higher rating, though we do view the transaction as modestly credit positive compared with its previous plan to spin-off the Connect business due to its lower expected pro forma leverage following the sale. We are maintaining our CreditWatch listing until we are certain about the close of the transaction. The transaction is still subject to a shareholder vote and is scheduled to close in the second quarter of 2021." "If the transaction closes as proposed and Nielsen uses most of the proceeds to repay debt, we would expect its pro forma S&P-adjusted leverage to be between 4.0x and 4.5x, which is below our 5.0x downgrade threshold for the current rating. However, in resolving the CreditWatch, we will also reassess the company's business without its Connect segment and may tighten our downgrade threshold if we take a less favorable view of its business. Additionally, if the transaction does not close as planned, we would expect Nielsen to revert to its plan to spin-off the Connect business, which would cause its leverage to exceed our 5x threshold." "In resolving the CreditWatch placement, we will reassess the strength of Nielsen's business, which will only comprise its Media segment following the sale of Global Connect. This will reduce some of the diversification benefits that the combined company enjoyed, though the Media business still maintains a dominant position in media measurement despite the increasingly fragmented media ecosystem. Depending on our assessment, we may change our view of the strength of its business and adjust our leverage thresholds accordingly." "We expect to resolve the CreditWatch after the company receives the final approvals for the transaction. If the transaction progresses as planned and Nielsen uses a significant portion of the proceeds to repay debt, we would expect its pro forma S&P-adjusted leverage to be between 4.0x and 4.5x. If the transaction does not materially weaken our view of its business, we would likely affirm our rating on Nielsen due to its lower pro forma leverage. If the transaction is not completed as planned, we would expect Nielsen to revert to its plan to spin-off the Connect business and would reassess our CreditWatch accordingly." OMNIQ CORP: Receives Additional Orders Totaling $1 Million ---------------------------------------------------------- OMNIQ Corp. has received purchase orders with a total value of approximately $1.0 million from a U.S. supermarket chain for the supply of mobile data collection, computing and communications equipment. The purchase follows the customer's orders totaling $5.5 million for similar equipment in June 2020. OMNIQ's suite of supply chain mobility solutions, which includes rugged handheld mobile computers and barcode printers with fast and dependable wireless connection, enable quick and accurate data collection, tracking and processing for critical supermarket functions, such as shipping and receiving and inventory and warehouse management. These industrial-designed devices provide a more "contactless" approach to the customer's retail and logistics operations, and will be integrated with the corporate logistics system. "We are very pleased to continue to partner with a Fortune 500 company, one of the largest retail companies in the U.S., by providing technology and hardware to support its supply chain operations," said Shai Lustgarten, CEO of OMNIQ. "This follow-on order is a testament to the quality and dependability of our products in accurately capturing data for quick analysis and proactive decision-making. In addition to increasing retail workforce productivity and operational efficiency, our solutions help reduce potential health risks especially during this time of pandemic, where hands-free supply chain solutions that enable contactless handling of produce and other food products from the warehouse to the supermarket aisles are valuable in protecting employees and customers. Our touchless solutions are receiving broadened traction across many industries, including healthcare, retail, transportation and logistics, and parking management, as organizations continue to apply COVID-19 safety measures." 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. OPTIMIZED LEASING: Deadline to File Amended Plan Again Extended --------------------------------------------------------------- Optimized Leasing, Inc., has sought several extensions of the deadline to file an amended plan of reorganization and an amended disclosure statement. On Oct. 28, 2020, Judge A. Jay Cristol granted Optimized Leasing another extension, until Nov. 13, 2020, of the deadline. On Feb. 14, 2019, the Debtor filed its Plan of Reorganization Under Chapter 11 of the U.S. Bankruptcy Code and its accompanying Disclosure Statement. At a hearing on May 22, 2019, the Debtor informed the Court of the pendency of negotiations for the possible sale of the Debtor's assets. The Court directed the Debtor to file an amended plan. The Debtor sought and obtained a series of extensions of time within which to file amended plan documents. In seeking an extension of the recent deadline (Oct. 28, 2020), the Debtor explained that it and its counsel have devoted substantial time to negotiating plan treatment with respect to assumed leases and restructured finance transactions. The Debtor and its counsel have also devoted substantial time to the negotiating of treatment of administrative expenses under the Debtor's plan. The Debtor is in the end stages of completing negotiations and needs a short extension of 14 days within which to complete those negotiations and the final drafting. Attorneys for the Debtor: Russell M. Blain Elena Paras Ketchum STICHTER, RIEDEL, BLAIN & POSTLER, P.A. 110 East Madison Street, Suite 200 Tampa, Florida 33602 Telephone: (813) 229-0144 E-mail: rblain@srbp.com eketchum@srbp.com About Optimized Leasing Optimized Leasing, Inc., a company headquartered in Miami, Fla., is in the trucking business. The company utilizes its various semi-trucks and trailers (some equipped with ThermoKing refrigeration units) to transport flowers, fruits, vegetables and other perishable items throughout the U.S. Optimized Leasing sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 18-10746) on Jan. 21, 2018. In the petition signed by CFO Ronen Koubi, the Debtor was estimated to have $10 million to $50 million in assets and liabilities. Judge Jay A. Cristol oversees the case. The Debtor tapped Stichter Riedel Blain & Postler, P.A., as its bankruptcy counsel; and Bill Maloney Consulting as its financial advisor. OWENS & MINOR: Posts $46.1 Million Net Income in Third Quarter -------------------------------------------------------------- Owens & Minor, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $46.08 million on $2.18 billion of net revenue for the three months ended Sept. 30, 2020, compared to net income of $1.22 million on $2.29 billion of net revenue for the three months ended Sept. 30, 2019. For the nine months ended Sept. 30, 2020, the Company reported a net loss of $20.87 million on $6.12 billion of net revenue compared to a net loss of $23.35 million on $7.02 billion of net revenue for the same period last year. As of Sept. 30, 2020, the Company had $3.29 billion in total assets, $2.84 billion in total liabilities, and $451.35 million in total equity. "I am delighted to report another strong quarter, driven by our exceptional operating performance supported by our dedicated teammates. It is our ability to support the complete value chain with our Americas owned and operated manufacturing facilities combined with our broad external supplier base and integrated with our robust distribution network, which allows us to operate at the highest levels of performance to best serve our customers. I am immensely proud of our accomplishments over the past several quarters, but we recognize that we're not done yet," said Edward A. Pesicka, president & chief executive officer of Owens & Minor. "Our financial profile is as strong as it's been in quite some time, and our focused execution has allowed us to invest in technology and infrastructure while deleveraging the balance sheet. Moreover, the success of our efforts gives us confidence to make additional investments to enhance our customers' experience and drive further EPS growth. Our strategic capabilities and execution excellence boost our confidence in continued strong performance in 2020, and on-going momentum entering 2021." Financial Outlook Subject to key assumptions, the Company expects adjusted net income for 2020 to be in a range of $1.90 to $2.00 per share inclusive of the October 2020 equity offering share count. The Company also continues to believe that it remains positioned to deliver double-digit earnings growth in 2021. Key assumptions supporting the Company's 2020 adjusted net income per share guidance: * Impact of dilution on existing shares to the extent of $0.05 per share * Increase in PPE production capacity remains on schedule for the balance of 2020 * Elective procedures in Q4 remain flat to Q3 levels * Foreign exchange expected to contribute $0.06 of benefit for the full year Although the Company does provide guidance for adjusted net income per share (which is a non-GAAP financial measure), it is not able to forecast the most directly comparable measure calculated and presented in accordance with GAAP without unreasonable effort. Certain elements of the composition of the GAAP amount are not predictable, making it impracticable for the Company to forecast. Such elements include, but are not limited to restructuring and acquisition charges. As a result, no GAAP guidance or reconciliation of the Company's adjusted net income per share guidance is provided. For the same reasons, the Company is unable to assess the probable significance of the unavailable information, which could have a potentially significant impact on its future GAAP financial results. The outlook is based on certain assumptions that are subject to the risk factors discussed in the Company's filings with the Securities and Exchange Commission. Dividend Information The Board of Directors approved a fourth quarter 2020 dividend payment of $0.0025 per share, payable on Dec. 31, 2020, to shareholders of record as of Dec. 15, 2020. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/75252/000007525220000134/omi-20200930.htm About Owens & Minor Headquartered in Mechanicsville, Virginia, Owens & Minor, Inc. -- http://www.owens-minor.com/-- is a global healthcare solutions company with integrated technologies, products, and services aligned to deliver significant and sustained value for healthcare providers and manufacturers across the continuum of care. Owens & Minor helps to reduce total costs across the supply chain by optimizing episode and point-of-care performance, freeing up capital and clinical resources, and managing contracts to optimize financial performance. Owens & Minor was founded in 1882 in Richmond, Virginia, where it remains headquartered today. Owens & Minor reported a net loss of $62.37 million for the year ended Dec. 31, 2019, compared to a net loss of $437.01 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $3.13 billion in total assets, $2.74 billion in total liabilities, and $395.16 million in total equity. * * * As reported by the TCR on Aug. 10, 2020, Fitch Ratings has affirmed Owens & Minor, Inc.'s 'CCC+' Long-Term Issuer Default Rating and OMI's 'B-'/'RR3' senior secured debt rating, and has assigned a Positive Rating Outlook. The 'CCC+' rating reflects OMI's limited financial flexibility as a result of distribution customer losses amid heightened competition, accelerating pricing pressure and significantly reduced earnings relative to its debt. PACIFIC DRILLING: Announces Trading Suspension & Delisting at NYSE ------------------------------------------------------------------ Pacific Drilling S.A. (NYSE: PACD) announced Nov. 3, 2020, that it has received notice from the New York Stock Exchange ("NYSE"), that as a result of the filing of its voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas, Houston Division, and in accordance with Section 802.01D of the NYSE Listed Company Manual, the NYSE has commenced proceedings to delist Pacific Drilling's common shares from the NYSE. The NYSE also indefinitely suspended trading of Pacific Drilling’s common shares effective November 2, 2020. The NYSE will apply to the Securities and Exchange Commission ("SEC") to delist the Company's common shares upon completion of all applicable procedures. In reaching its determination, the NYSE noted the uncertainty as to the ultimate effect of the bankruptcy process on the value of the Company's common shares. The NYSE also noted that holders of the common shares will receive no recovery under the prearranged Plan of Reorganization. Pacific Drilling does not intend to appeal the determination and, therefore, it is expected that the common shares will be delisted. The Company's common shares will commence trading in the over-the-counter ("OTC") market on the Pink Open Market on Tuesday, November 3, 2020. The Company's NYSE ticker symbol "PACD" will be discontinued and its OTC ticker symbol will be “PACDQ.” This transition to the OTC market does not affect the Company's business operations and will not change its obligation in the near-term to file periodic and certain other reports with the SEC under applicable federal securities laws. However, in addition to providing that holders of the Company's commons shares will receive no recovery for their shares, the Plan of Reorganization also calls for the Company to suspend its SEC reporting obligations either before or shortly after its emergence from the Chapter 11 proceedings. Until completion of the Chapter 11 proceedings, shareholders will continue to own their Company common shares and commencing November 3, 2020 will be able to trade them on the Pink Open Market. However, due to the risks and uncertainties resulting from the Chapter 11 proceedings, trading in the Company’s common shares during the pendency of the Chapter 11 proceedings poses substantial risks. About Pacific Drilling Pacific Drilling (NYSE: PACD) provides deepwater drilling services. Pacific Drilling's fleet of seven drillships represents one of the youngest and most technologically advanced fleets in the world. On the Web: http://www.pacificdrilling.com/ On Nov. 12, 2017, Pacific Drilling S.A. along with affiliates each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-13193). In that case, Pacific tapped Togut, Segal & Segal LLP as counsel; Evercore Partners International LLP as investment banker; and AlixPartners, LLP, as restructuring advisor. Pacific Drilling S.A. and its affiliates returned to Chapter 11 bankruptcy (Bankr. S.D. Tex. Lead Case No. 20-35212) on Oct. 30, 2020, to seek approval of a bankruptcy-exit plan that will cut debt by $1.1 billion. As of June 30, 2020, Pacific Drilling had $2,166,943,000 in assets and $1,142,431,000 in liabilities. In the present case, Greenhill & Co. is acting as financial advisor to the Debtors, Latham & Watkins LLP and Jones Walker LLP are serving as legal counsel, and AlixPartners is acting as restructuring advisor to Pacific Drilling in connection with the restructuring. Prime Clerk LLC is the claims agent. Houlihan Lokey is acting as financial advisor and Akin Gump Strauss Hauer & Feld LLP is acting as legal advisor to the noteholders. PAR PETROLEUM: S&P Lowers ICR to 'B' on Weak Refining Margins ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Par Petroleum LLC to 'B' from 'B+' and its issue-level rating on its senior secured debt to 'B+' from 'BB-'. S&P's '2' recovery rating remains unchanged, indicating its expectation for substantial (70%-90%; rounded estimate: 75%) recovery in the event of a default. S&P said, "Par will continue to face highly uncertain macroeconomic conditions and weak demand, which led us to delay our expectations for a recovery to mid-2021. The company reported negative EBITDA of about $50 million through the end of September. Since the start of the COVID-19 related lockdowns in the spring, consumer and industrial demand for gasoline, distillates, and fuel oils has been slow to recover, which led to a sharp decline in Par's volumes and margins in its key markets, particularly Hawaii and Wyoming. We anticipate the company's market conditions will remain volatile for several quarters." "While its utilization has been gradually improving from the April lows, the recovery in the demand for travel and jet fuel remains muted, which indicates that crack spreads could stay below mid-cycle levels for longer than we previously forecast. We expect a gradual recovery in the refining sector beginning in the second half of 2021 as the effects of the pandemic subside, though our level of uncertainty remains high. In particular, we think a full recovery at the company's Hawaii refinery, where the benchmark Singapore oil refining index turned negative in the second quarter of 2020 but has since improved from these lows, could take even longer." "The delay in Par's recovery prospects has also influenced our 2021 adjusted EBITDA estimate, which we lowered by approximately 20% from our April 2020 forecast. With the incremental debt the company raised in 2020, we believe its adjusted debt to EBITDA may remain above 4.5x in 2021. We could lower our ratings on Par if the economy does not rebound as we expect and its cash flows deviate from our base-case expectations." Par's logistics and retail segments will continue to add stability to its cash flows through this refining cycle downturn. The company has a significant retail presence with 91 branded convenience stores spread across the island chain of Hawaii and 33 branded store locations in Washington and Idaho. S&P said, "Par's retail business outperformed our expectations in the first half of the year due to stronger fuel margins despite some decline in its demand. We expect this segment to expand by about 8%-10% in 2020 following the recent rebound in the demand for gasoline in Hawaii. The company also owns and operates integrated logistics assets in Hawaii, including crude and refined product terminals, barges, and pipelines with jet fuel interconnections to the military. Par also recently completed a renewable fuel logistics project in Washington, which will enable the throughput and storage of renewable fuels. We view the company's integrated refining model, which incorporates both the midstream and retail business segments, as positive for its credit quality because it helps offset the inherent volatility of its refining cash flows. Collectively, we expect these segments to contribute between $130 million-$140 million of adjusted EBITDA in 2020." The company has implemented cost-cutting initiatives to improve its liquidity. Par has reduced its 2020 capital expenditure by approximately $20 million-$25 million. The company also completed its major turnarounds for the year and reduced its refining and logistics operating expenses by about $50 million on an annual run rate basis. Given the current market conditions, Par has already idled its Par West refinery to optimize its production as it focuses on profitable product yields. S&P said, "Therefore, we expect the company's average utilization in Hawaii to be about 50% in 2020 before improving to about 70% in 2021. We assume that the demand for refined product improves in the second half of 2021, though we do not forecast a full recovery to pre-pandemic levels." The company does not have any material upcoming debt maturities. In April 2020, Par issued $105 million of senior secured notes, which increased its leverage metrics, though the improvement in its liquidity position partially offset this increase. At the same time, S&P nets the company's forecast cash position against its debt when calculating its adjusted metrics. S&P said, "The negative outlook reflects our expectation that Par's adjusted debt to EBITDA will remain above 4.5x through 2021. In addition, it incorporates the uncertainty around the timing and pace of the recovery in the refining sector, which we now expect to begin in mid-2021. If the company's crack spreads remain depressed for longer than we expect, it would face sustained pressure on its refining cash flows and a weakening liquidity position, which could lead to further downward pressure on the rating." "We could lower our rating on Par if its liquidity becomes less than adequate. This would most likely occur due to a prolonged period of muted cash flows from its refining business." "We could revise our outlook on Par to stable if the current downcycle ends and the company returns to generating sustained positive cash flow from its refining segment." PENNSYLVANIA REIT: Quick Chapter 11 Plan Timetable Approved ----------------------------------------------------------- Law360 reports that over the objections of a dissenting lender, the Pennsylvania Real Estate Investment Trust received permission Tuesday from a Delaware bankruptcy judge for its proposal to seek confirmation of a prepackaged Chapter 11 plan before the holiday shopping season kicks off in earnest. During a first-day hearing, debtor attorney R. Craig Martin of DLA Piper said the company is pushing to have its case wrapped up before Thanksgiving and that it feels it has a valid reason to shorten the normal 28-day notice for confirmation as it seeks to complete its balance sheet restructuring and return to normal operations. About PREIT PREIT (NYSE:PEI) is a publicly traded real estate investment trust that owns and manages innovative properties at the forefront of shaping consumer experiences through the built environment. PREIT's robust portfolio of carefully curated retail and lifestyle offerings mixed with destination dining and entertainment experiences are located primarily in densely-populated, high barrier-to-entry markets with tremendous opportunity to create vibrant multi-use destinations. On the Web: http://www.preit.com/ PREIT and certain of its affiliates filed a voluntary Chapter 11 petition in the United States Bankruptcy Court for the District of Delaware (Bankr. D. Del. Case No. 20-12737) on Nov. 1, 2020, to implement its Prepackaged Plan. DLA Piper LLP (US) LLP and Wachtell, Lipton, Rosen & Katz are serving as legal counsel and PJT Partners LP is serving as financial advisor to PREIT. PREIT's claims agent is Prime Clerk, maintaining the page https://cases.primeclerk.com/PREIT. PENSKE AUTOMOTIVE: Egan-Jones Hikes Senior Unsecured Ratings to BB ------------------------------------------------------------------ Egan-Jones Ratings Company, on October 27, 2020, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Penske Automotive Group Incorporated to BB from BB-. Headquartered in Bloomfield Hills, Michigan, Penske Automotive Group, Inc. operates franchised automobile dealerships. PIXIUS COMMUNICATIONS: To Pay Creditors From Asset Sale Proceeds ---------------------------------------------------------------- Debtor Pixius Communications, LLC and the Official Committee of Unsecured Creditors filed with the U.S. Bankruptcy Court for the District of Kansas a Joint Disclosure Statement in connection with the Joint Plan of Liquidation dated September 1, 2020. On September 27, 2019, Debtor filed its Motion to Approve the Sale of Substantially All of Its Assets Free and Clear of All Liens, Interests, Claims and Encumbrances, and Related Procedures and Bid Protection (the Sale Motion). LTD Broadband, LLC, or its assigns, was approved as the successful bidder for the assets set forth in the APA, pursuant to the Sale Order entered on March 19, 2020. On the Effective Date there should be unencumbered funds in the estate equal to approximately $18,800. The Secured Claimants may agree to allow some amount from the proceeds of the Asset Sale to provide a limited amount of initial funding to the Liquidating Agent. General Unsecured Claims in Class 2 total approximately $18,805,977. Unsecured non-priority claims will not receive a distribution until, at the very least, all allowed administrative claims have been paid. No analysis has been made as to an estimate of what final allowed administrative claims may be, or what distribution may ultimately be made to allowed unsecured claims. The Trust Assets will be transferred to and vest in the Liquidating Trust and be deemed contributed on the effective date. All property held in the Liquidating Trust for distribution pursuant to the Plan will be held solely in trust for the holders of creditors and will not be deemed property of Debtor. The Debtor will be authorized and directed to take such steps as may be necessary or appropriate to confirm such transfer and contribution of the Trust Assets to the Liquidating Trust, subject to oversight from the Liquidating Agent and the Trust Advisory Board. On the Effective Date, all of the Interests will be deemed cancelled and of no further force, whether surrendered or not. A full-text copy of the joint disclosure statement dated September 1, 2020, is available at https://tinyurl.com/yy439joc from PacerMonitor.com at no charge. Attorneys for the Official Committee of Unsecured Creditors: SPENCER FANE LLP Scott J. Goldstein Andrea M. Chase Eric L. Johnson 1000 Walnut, Suite 1400 Kansas City, MO 64106 Tel: (816) 474-8100 Fax: (816) 474-3216 E-mail: sgoldstein@spencerfane.com achase@spencerfane.com ejohnson@spencerfane.com Attorneys for the Debtor: KLENDA AUSTERMAN LLC J. Michael Morris Eric W Lomas Christopher A. McElgunn 1600 Epic Center 301 North Main Street Wichita, KS 67202-4816 Telephone: (316) 267-0331 Facsimile: (316) 267-0333 E-mail: elomas@klendalaw.com cmcelgunn@klendalaw.com jmmorris@klendalaw.com About Pixius Communications Pixius Communications LLC -- https://www.pixius.com/ -- is an internet service provider in Wichita, Kansas. It offers comprehensive solutions to its customers to meet their internet and technology needs, where traditional services fail or do not reach. Pixius Communications sought Chapter 11 protection (Bankr. D. Kan. Case No. 19-11749) on Sept. 13, 2019. The Debtor was estimated to have assets between $1 million and $10 million, and liabilities between $10 million to $50 million. The petition was signed by Michael Langer, manager. The Hon. Robert E. Nugent is the case judge. Klenda Austerman LLC is the Debtor's counsel. PLAYERS NETWORK: Reorganization Plan Moot; Bankruptcy Dismissed --------------------------------------------------------------- On September 9, 2020, Players Network filed a disclosure statement to accompany its proposed Chapter 11 Plan of Reorganization. A hearing to approve the Disclosure Statement was noticed for October 21, 2020. Following a hearing on Oct. 7, 2020, the Court granted the motion of SBI Investments LLC, the convertible noteholder, to dismiss the case. A motion for dismissal of the case was also filed by the U.S. Trustee. In its Oct. 23, 2020 ruling approving SBI's dismissal motion, the Court acknowledged that the Disclosure Statement accompanying the Debtor's proposed Plan offers little prospect of confirmation. Implementation of the proposed Plan purportedly would be based solely on the "disposable income received by Debtor." Unfortunately, the Disclosure Statement provided with the proposed Plan is based on Chapter 11 reorganization efforts of an individual debtor rather than a publicly traded corporation. For example, the Valuation discussion in the Disclosure Statement refers to the gender of an individual seeking to avoid a simple liquidation of "her property." The Feasibility discussion in the Disclosure Statement references the Debtor's ability to pay all oversecured and undersecured creditors, see id. at 13, while its chief executive officer attested in its Schedule "D" that the Debtor has no secured creditors. The same Feasibility discussion also references the Debtor's ability to maintain, repair and pay homeowners association dues on real property, see id. at 15, when its Schedule "A/B" attested that it has no real property. The Tax Impact discussion in the Disclosure Statement references the Debtor's earnings received from post-petition services as property of a bankruptcy estate under Section 1115(a)(2), see id. at 15, but that statute applies only to individuals in Chapter 11 rather than corporate debtors. Exacerbating the latter mistake, the Summary of the Plan of Reorganization in the Disclosure Statement perhaps explains the Debtor’s reference to "disposable income" as a means of implementing its plan: it discusses a Chapter 11 debtor's requirement to pay projected disposable income over a five year period if an unsecured creditor objects to plan confirmation under Section 1129(a)(15)(B). See id. at 17. Section 1129(a)(15) by its express terms applies only in "a case in which the debtor is an individual . . . " In essence, the Debtor's proposed Disclosure Statement that must be approved by the court to authorize solicitation of Plan acceptance, see 11 U.S.C. Sec. 1125(b), describes a plan of reorganization that cannot exist in this proceeding. A full-text copy of the Disclosure Statement dated September 9, 2020, is available at https://tinyurl.com/y3hhqpb5 from PacerMonitor.com at no charge. A copy of the Dismissal Order is available at: https://www.pacermonitor.com/view/LLJKGAY/PLAYERS_NETWORK__nvbke-20-12890__0144.0.pdf Attorney for the Debtor: THOMAS E. CROWE, ESQ. THOMAS E. CROWE PROFESSIONAL LAW CORPORATION 2830 S. Jones Blvd., Suite 3 Las Vegas, Nevada 89146 (702) 794-0373 tcrowe@thomascrowelaw.com About Players Network Players Network is a privately held company that operates in the cannabis industry. Players Network sought Chapter 11 protection (Bankr. D. Nev. Case No. 20-12890) on June 17, 2020. In the petition signed by CEO Mark Bradley, Debtor disclosed total assets of $496,000 and total liabilities of $5,252,096. The Hon. Mike K. Nakagawa is the case judge. The Debtor has tapped Thomas E. Crowe, Professional Law Corp. as its legal counsel, and Myron Isley as its accountant. PROSPECT CAPITAL: S&P Rates $250MM Perpetual Preferred Stock 'BB' ----------------------------------------------------------------- S&P Global Ratings said it assigned its 'BB' issue rating to Prospect Capital Corp.'s (PSEC; BBB-/Negative/--) proposed issuance of up to $250 million in perpetual preferred stock. The preferred stock is rated two notches below the 'BBB-' issuer credit rating on PSEC to reflect subordination risk and the risk of deferability of dividends (partial or untimely payment of dividends) on preferred stock. PSEC expects to use the net proceeds for balance sheet liquidity, including repayment of debt under its credit facility, and to make long-term investments. The preferred stock will pay a monthly dividend at a fixed annual rate of 5.50% per year. The holder has the option to convert into common shares at any time, subject to an early conversion fee if the holder converts within five years of the preferred stock's issuance. Also the preferred stock allows for optional redemption following the death of a holder, subject to PSEC's discretion to limit it to the greater of $10 million or 5% of the preferred stock outstanding as of the end of the most recent calendar year. PSEC has the option to redeem in whole or in part at any time after the five-year anniversary from the issuance date. S&P said, "We assess this hybrid instrument as having intermediate equity content and therefore will include amounts issued and outstanding in our calculation of adjusted total equity (ATE), subject to a limit of 33% of adjusted common equity (ACE) for all instruments that we have assessed as having intermediate equity content." "Our ratings on PSEC reflect its low leverage, favorable funding, scale, and diversified originations. This is partially offset by unfavorable performance in some of its largest investments and relatively high exposure to equity and collateralized loan obligation (CLO) residual interests, which we believe may be more volatile than typical business development company (BDC) investments. Reported debt to equity was 0.70x as June 30, 2020, and debt to ATE was 0.90x. Our measure of ATE deducts from reported equity investments in subordinated structured notes and equity in finance companies." The company's unsecured funding leaves the majority of assets unencumbered. Its unsecured debt maturities are well laddered with little refinancing risk because of the modest size of individual maturities and significant undrawn capacity on the revolving credit facility. PSEC's top five portfolio companies at cost include InterDent and CP Energy Services, which include loans that are on nonaccrual status, and an investment in Pacific World Corp., which has been restructured largely into preferred stock. The negative outlook reflects significant net unrealized depreciation in PSEC's investment portfolio, including three of its largest investments at cost (CP Energy Services, Pacific World, and United Sporting Cos.) and its portfolio of subordinated structured notes. The negative outlook further reflects proximity to S&P's leverage tolerance for the rating of 1.0x debt to ATE. Over the next 12-24 months, S&P expects PSEC will manage debt to ATE under 1.0x and maintain ample liquidity. S&P could lower the ratings if: -- S&P does not expect debt to ATE to remain below 1.0x on a sustained basis; or -- Asset quality weakens, in S&P's view, either due to increased losses (realized or unrealized) or rising loans on nonaccrual status. -- S&P could revise the outlook to stable if it expects PSEC to maintain debt to ATE below 1.0x and asset quality stabilizes, in its view. QUEEN ELIZABETH REALTY: Case Summary & 3 Unsecured Creditors ------------------------------------------------------------ Debtor: Queen Elizabeth Realty Corp. 80 Elizabeth Street New York, NY 10013 Business Description: Queen Elizabeth Realty Corp. is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: November 3, 2020 Court: United States Bankruptcy Court Eastern District of New York Case No.: 20-73327 Judge: Hon. Louis A. Scarcella Debtor's Counsel: Fred S. Kantrow, Esq. ROSEN & KANTROW, PLLC 38 New St Huntington, NY 11743-3327 Tel: 631-423-8527 Fax: 631-423-4536 Email: fkantrow@rkdlawfirm.com Total Assets: $0 Total Liabilities: $29,116,238 The petition was signed by Myint Kyaw a/k/a Jeffrey Wu, president. A copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ENUSRBQ/Queen_Elizabeth_Realty_Corp__nyebke-20-73327__0001.0.pdf?mcid=tGE4TAMA RADIO CANTICO: Seeks to Hire Rozel & Associates as Counsel ---------------------------------------------------------- Radio Cantico Nuevo, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Rozel & Associates, CPA, P.C., as accountant to the Debtor. Radio Cantico requires Rozel & Associates to: a) gather and verify all pertinent information required to compile and prepare monthly operating reports; and b) prepare monthly operating reports for the Debtor. Rozel & Associates will be paid $250 per report. Rozel & Associates has been paid by the Debtor an initial retainer fee in the amount of $2,500.00 on September 9, 2020. Yury Rozel, a partner of Rozel & Associates, CPA, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Rozel & Associates can be reached at: Yury Rozel ROZEL & ASSOCIATES, CPA, P.C. 2502 8th Street 3rd Floor Brooklyn, NY 11214 Tel: (718) 266-4778 About Radio Cantico Nuevo, Inc. Radio Cantico Nuevo filed a voluntary Chapter 11 petition (Bankr. E.D.N.Y. Case No. 19-47051) on Nov. 21, 2019, listing under $1 million in both assets and liabilities, and is represented by Alla Kachan, Esq., at the Law Offices of Alla Kachan, P.C. RAZZANO PERSONAL: Court Confirms Reorganization Plan ---------------------------------------------------- Judge Henry A. Callaway entered an order confirming and approving Razzano Personal Fitness Training, LLC's Plan of Reorganization. The Plan of Reorganization, dated June 3, 2020 was sent to all Creditors, who had the opportunity to file their written acceptances. No creditor objected to the plan. No creditor is impaired. This plan is confirmed consensually as provided by 11 U.S.C. Sec. 1191(a). The Plan does not discriminate unfairly and is fair and equitable with respect to each class of claims or interests. All payments made or promised by the Debtor under the Plan, or by any other person for services or for costs and expenses, or in connection with the Plan and incident to the case, have been fully disclosed to the Court and are reasonable. A copy of the Plan Confirmation Order is available at: https://www.pacermonitor.com/view/ZGDSABQ/RAZZANO_PERSONAL_FITNESS_TRAINING__alsbke-20-10825__0054.0.pdf?mcid=tGE4TAMA About Razzano Personal Fitness Training Razzano Personal Fitness Training, LLC, sought protection under Chapter 11 of the US Bankruptcy Code (Bankr. S.D. Ala. Case No. 20-10825) on March 6, 2020, listing under $1 million in both assets and liabilities. Barry A. Friedman, Esq. at BARRY A FRIEDMAN & ASSOCIATES, PC, represents the Debtor as counsel. RGV SMILES: Claims Will be Paid From Continued Operations --------------------------------------------------------- RGV Smiles by Rocky L. Salinas D.D.S. P.A., et al., submitted a Plan and a Disclosure Statement. The Debtor RGV lists assets with an aggregate value of $593,753 as of the Petition Date. This amount consists of (i) Cash and Cash equivalents in the amount of $199,741; (ii) Security Deposits; (iii) Accounts Receivable in the amount of $142,331.002, (iv)Inventory (office supplies) in the amount of $35,000; (v) Office Furniture and Equipment in the amount of $32,777; (vi) Vehicles in the amount of $4,000, and (vii) Machinery, Fixtures and Equipment in the amount of $179,904. The Rocky Debtor lists assets with an aggregate value of $1,138,876 as of the Petition Date. This amount consists of (i) Real Property in the amount of $1,067,680 (ii) Cash and Cash equivalents in the amount of $255; .(ii) Automobile in the amount of $57,141; (iii) Household goods and furnishings in the amount of $2,000; (iv) Electronics in the amount of $800.00; (v) Clothes $5,000; (vi) and Jewelry $6,000. In addition, the Rocky Debtor has an interest in four insurance policies with no present value. The Rocky Debtor is the 100% owner of the Debtor RGV. As set forth herein, RGV's liabilities exceed its assets. Claims against RGV, Case No. 30-70209 Class RGV 2: Allowed Secured Claim of DeLage Landes Financial. This class is impaired. This Claim is an Allowed Secured Claim and shall be for an amount of $1,365. This claim shall be paid out fully over a period of 6 months, with interest at a rate of 5% per annum, accruing as of the Confirmation Date. Payments shall be made in equal monthly payments based on a 6 month amortization. Class RGV 3: Allowed Secured Claim of Wells Fargo Bank. This class is impaired. This Claim is an Allowed Secured Claim and shall be for an amount of $65,691. This claim will be paid out fully over a period of 60 months, with interest at a rate of 5% per annum, from and after the Confirmation Date. Payments shall be made in equal monthly payments based on a standard 5 year amortization. Class RGV 3A: Allowed Secured Claim of Wells Fargo Practice Group. This class is impaired. This Claim is an Allowed Secured Claim and shall be for an amount of $4,014. This claim shall be paid out fully over a period of 24 months, with interest at a rate of 5% per annum, from and after the Confirmation Date. Payments shall be made in equal monthly payments based on a standard 2year amortization. Class RGV 4: Allowed Priority Claim of the IRS. This class is impaired. This Claim is an Allowed Priority Claim and shall be for an amount of $77,798. This claim shall be paid out fully over a period of 84 months, with interest at a rate of 4.25% per annum, from and after the Confirmation Date. Payments (constituting payments of both principal and interest) shall be made in equal monthly payments based on a standard 7 year amortization. Class RGV 5: Allowed General Unsecured Claim. This class is impaired. The Claims in this class will be paid by the Reorganized Debtor once Allowed over 84 months as described herein out of $2,500.00 per month which is different than the $500 per month paid to Rocky's Allowed Unsecured Claims. Class RGV 6: Equity Interests in the Debtor. This class is impaired. All equity in the Debtor will be cancelled and the Debtor will issue new equity and hold an auction. Claims against Rocky Salinas, Case No. 20-70210 Class Rocky 3: Allowed Secured Claim of Lone Star National Bank. This class is impaired. This Claim is an Allowed Secured Claim and shall be based on an estimated Allowed Secured amount of $1,472,873. Payments shall be made based on a 30 year payout with interest on such amount at a rate of 3.5% per annum as of the Confirmation Date. Principal and interest shall be due and payable monthly in equal monthly payments on the first day of the month and shall continue on the first day of each month thereafter until paid in full. Class Rocky 4: Allowed Secured Claim of Daimler Trust. This class is impaired. The claim is an Allowed Secured Claim and shall be for an amount of $86,512. The claim shall be paid out fully over a period of 84 months, with interest at a rate of 5% per annum, from and after the Confirmation Date. Payments shall be made in equal monthly payments based on a standard 7 year amortization. Class Rocky 5: Allowed Secured Claim of Bank of America. This class is impaired. This claim is an Allowed Secured Claim and shall be for an amount of $10,000. The claim shall be paid out fully over a period of 24 months, with interest at a rate of 5% per annum, from and after the Confirmation Date. Payments shall be made in equal monthly payments based on a standard 7 year amortization. Class Rocky 8: Allowed Student Loan Claims. This class is impaired. These Claims are Allowed Unsecured Non-Dischargeable Claims and shall be for an amount of $88,842. These claims shall be paid out fully over a period of 240 months, with interest at a rate of 2.25% per annum, from and after the Confirmation Date. Payments shall be made in equal monthly payments based on a standard 20 year amortization. Class Rocky 9: Allowed General Unsecured Claims. This class is impaired. The Claims in this class will be paid by the Reorganized Debtor once allowed over 84 months on a pro rata basis out of $500 per month which amount is different than the $2,500 per month paid to RGV's Allowed Unsecured Claims. The Plan will be funded by the continued operations of RGV's dental practice. A full-text copy of the Disclosure Statement dated September 9, 2020, is available at https://tinyurl.com/y473z7cl from PacerMonitor.com at no charge. Attorneys for the Debtors: Joyce W. Lindauer Kerry S. Alleyne Guy H. Holman Joyce W. Lindauer Attorney, PLLC 1412 Main Street, Suite 500 Dallas, Texas 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 About RGV Smiles by Rocky L. Salinas RGV Smiles by Rocky L. Salinas D.D.S. P.A., a dental services provider in Pharr, Texas, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-70209) on June 30,2020. The petition was signed by Rocky L. Salinas DDS, its director. At the time of the filing, the Debtor disclosed estimated assets of $100,000 to $500,000 and estimated liabilities of $10 million to $50 million. The Hon. Eduardo V. Rodriguez oversees the case. Joyce W. Lindauer Attorney, PLLC is the Debtor's counsel. RSB INVESTMENTS: Unsecureds Will be Paid Over 5 Years ----------------------------------------------------- RSB Investments Group, LLC, submitted a Chapter 11 Plan. Class 1 (Allowed Secured Claims) is impaired. Class 1A: Allowed Secured Claim of UBB will be paid in full, With Interest, as follows: the Debtor shall pay all Allowed amounts owed to UBB, including all arrears due as of the Effective Date, amortized over a twenty-five (25) year period in equal monthly payments due on the first of each month, with the first such payment due on the Effective Date, with interest accruing at the rate of 2.5% per annum. Class 2 (Allowed Priority Claims) is impaired. The Allowed Priority Claim of NMTRD shall be paid over a period of 4.5 years (55 months) in equal monthly payments due on the first of each month, With Interest at the rate of 5% per annum, with the first such payment due on the Effective Date. If NMTRD's Proof of Claim is accurate, the monthly payment will be $649.57 per month. Class 3 (Allowed General Unsecured Non-Priority Claims) is impaired. Class 3 Creditors will be paid over a period of five years, in equal monthly payments due on the first of each month, with the first such payment due on the Effective Date, with Interest at the rate of 1% per annum. The Debtor will fund the Plan through its ongoing operations. The Debtor is also exploring the sale of its business, and shall continue to market the hotel for sale. A full-text copy of the Disclosure Statement dated Sept. 9, 2020, is available at https://tinyurl.com/y473z7cl from PacerMonitor.com at no charge. Attorneys for the Debtor: Chris M. Gatton GIDDENS & GATTON LAW, P.C. 10400 Academy Rd., NE, Suite 350 Albuquerque, NM 87111 Tel: (505) 271-1053 Fax: (505) 271-4848 E-mail: chris@giddenslaw.com About RSB Investments Group RSB Investments Group, LLC is a privately held company in the traveler accommodation industry. It is based in Deming, N.M. On June 11, 2020, RSB Investments Group filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.M. Case No. 20-11176). At the time of the filing, Debtor disclosed total assets of $164,327 and total liabilities of $1,019,142. Judge Robert H. Jacobvitz oversees the case. The Debtor is represented by Briones Business Law Consulting, P.C. SEARS HOLDINGS: ESL et al. Not Entitled to Superpriority Claims --------------------------------------------------------------- Second-Lien Creditors and Appellants ESL Investments, Inc., and certain of its affiliated entities (including JPP, LLC, JPP II, LLC) Wilmington Trust, National Association, as Indenture Trustee and Collateral Agent, and Cyrus Capital Partners, L.P. in the case captioned ESL INVESTMENTS, INC., et al., Appellants, v. SEARS HOLDINGS CORPORATION, et al., Appellees, No. 19 CV 7660 (VB) (S.D.N.Y.) appeal from a July 31, 2019, bench ruling and an August 5, 2019, Order of the U.S. Bankruptcy Court for the Southern District of New York finding no diminution in value of the Second Lien-Creditors' collateral following August 15, 2018 and thus, that the Second Lien-Creditors are not entitled to superpriority claims pursuant to 11 U.S.C. section 507(b). Upon review, District Judge Vincent L. Briccetti affirmed the bankruptcy court's orders. Founded in 1893, Sears, Roebuck and Co. has a storied 125-year history. Long a staple of American shopping malls, Sears led all retailers in the tool, appliance, lawn and garden, and automotive repair and maintenance retail sectors. Sears was purchased in 2005 and merged into Sears Holdings. Between 2005 and 2018, Sears struggled. Due to declining revenues, poor brick-and-mortar market conditions, and cash flow and liquidity issues, on Oct. 15, 2018, Sears Holdings filed for Chapter 11 bankruptcy protection. As of the Petition Date, all of Sears Holdings' assets were encumbered. Sears Holdings' secured debt totaled $2.68 billion, comprising $1.53 billion in first-lien debt, and $1.15 billion in second-lien debt secured on a junior basis by certain assets including the Second-Lien Collateral. Sears Holdings' largest secured creditor was ESL, a hedge fund owned by Edward Lampert, Sears Holdings' CEO and Chairman of its Board of Directors. The Chapter 11 filing triggered the automatic stay, which prevented the Second-Lien Creditors from foreclosing on the Second-Lien Collateral without the bankruptcy court's permission. The Second-Lien Creditors, as pre-petition lenders, received a protection package following the bankruptcy filing as part of the debtor-in-possession ("DIP") financing process, which allowed Debtors to continue to use, post-petition, the Second-Lien Collateral. To provide adequate protection, in the Final DIP Order, the Second-Lien Creditors were given Section 507(b) superpriority claims to the extent there was any net diminution in value of the Second-Lien Collateral after the Petition Date. As of the Petition Date, neither the Debtors nor their creditors knew whether Sears Holdings would be sold or liquidated. Accordingly, Sears Holdings continued to sell its inventory at Go-Forward Stores, going-out-business ("GOB") stores, and to collect accounts receivable. In December 2018, ESL submitted a going-concern bid to purchase substantially all of Debtors' assets, but the proposal was deemed deficient by Debtors and thus, Debtors pivoted to liquidation. ESL requested more time to improve its bid, which Debtors allowed, and in January 2019, ESL submitted a second going-concern bid. According to the Debtors, this bid too failed to address the deficiencies the Debtors had identified in the initial proposal. ESL once again requested additional time to provide a better offer. It was that third offer that the Debtors accepted, agreeing that ESL's proposal was the highest and best-provided alternative to liquidation. On Feb. 8, 2019, the bankruptcy court approved the transaction -- over the objection of some creditors -- and entered an order to that effect. Three days later, on Feb. 11, 2019, the sale closed pursuant to an asset purchase agreement ("APA") between Sears Holdings and Transform Holdco LLC, an ESL entity. Accordingly, Sears Holdings' assets were transferred to Transform. ESL purchased substantially all of Debtors' assets for approximately $5.2 billion in cash and non-cash consideration. Included in the purchase price was a $433.45 million credit bid (the "Credit Bid") pursuant to Section 363(k) of the Bankruptcy Code, which in effect forgave some of the $1.15 billion debt owed by Debtors to the Second-Lien Creditors. Included in the purchase price was $885 million in cash paid by ESL for Sears Holdings' inventory and receivables, some of which comprised the Second-Lien Collateral. Following the sale, the Second Lien-Creditors asserted Section 507(b) claims pursuant to the Final DIP Order. The Second-Lien Creditors insisted they were still owed approximately $718 million in outstanding debt, accounting for $1.15 billion less the $433.45 million Credit Bid. On May 26, 2019, the Debtors filed a motion to estimate the Second-Lien Creditors' claims. By stipulation between the parties, the motion was converted into a proceeding under Federal Rule of Bankruptcy Procedure 3012 to: (i) determine the amount of the Second Lien-Creditors' secured claims and Section 507(b) claims; and (ii) adjudicate the Debtors' request, pursuant to Section 506(c), to surcharge the Second-Lien Collateral with substantially all the costs of the bankruptcy proceedings. The court so ordered the stipulation. Accordingly, the bankruptcy court held a two-day evidentiary hearing on July 23 and July 31, 2019. At the hearing, the Second-Lien Creditors presented expert testimony respecting the value of the Second-Lien Collateral as of the Petition Date, in order to assess the value of the Section 507(b) claims. Following the two-day hearing, Judge Robert Drain ruled that the Second-Lien Creditors had not met their burden of proof to establish there was a diminution in the value of the Second-Lien Collateral after the Petition Date, and therefore that the Second-Lien Creditors were not entitled to Section 507(b) superpriority claims. Finding neither the Second-Lien Creditors' experts' valuations nor the Debtors' fact witness' valuation credible, Judge Drain undertook his own valuation of the Second-Lien Collateral as of the Petition Date and determined that the collateral was worth $2.147 billion, and that following payments to the first-lien creditors, and other necessary reductions, the Second-Lien Creditors' remaining value on their collateral was $186 million. On August 15, 2019, the Second-Lien Creditors filed notices of appeal. They argued the bankruptcy court erred in its valuation of the Second-Lien Creditors' collateral after Sears Holdings Corporation and its affiliates filed a voluntary petition for Chapter 11 bankruptcy protection. Specifically, the Appellants argued the bankruptcy court errantly determined there was no net diminution in value of the Second-Lien Collateral from the Petition Date through Feb. 19, 2019, when Sears Holdings was sold. According to Judge Briccetti, the Second-Lien Creditors had the burden of proving: (i) they were previously provided adequate protection under Bankruptcy Code Sections 362, 363, or 364; (ii) notwithstanding such adequate protection, they held an allowable claim under 11 U.S.C. 507(a)(2); and (iii) their claim arose from Debtors' use, sale, or lease of the Second-Lien Collateral under Section 363. Superpriority status, what the Second-Lien Creditors seek, arose only if there was a diminution of value of the Second-Lien Collateral after the Petition Date. Judge Briccetti noted that the bankruptcy court concluded that the first two requirements of the Section 507(b) analysis -- that the Second-Lien Creditors received adequate protection and that they had an allowable claim under Section 507(a)(2) -- were satisfied. Thus, the bankruptcy court analyzed the third requirement: whether the Second-Lien Creditors were entitled to superpriority for such claims. Ultimately, the bankruptcy court determined the Second-Lien Creditors did not meet their burden respecting whether there was a diminution in value of the Second-Lien Collateral from the Petition Date, and thus, they were not entitled to superpriority. In reaching that conclusion, the bankruptcy court rejected the valuations of the Second-Lien Creditors' three experts. The District Court agreed with the bankruptcy court that the Second-Lien Creditors did not meet their burden of proof to establish superpriority for their Section 507(b) claims. Moreover, the District Court is aligned with Judge Drain that the Second-Lien Creditors' failure to meet that burden alone ends the inquiry. Nevertheless, the bankruptcy court went further and performed its own valuation for the Second-Lien Collateral, and determined that there was no net diminution from the Petition Date. Thus, said the bankruptcy court, the Second-Lien Creditors were not entitled to Section 507(b) superpriority claims. The District Court saw no reason to upset the bankruptcy court's holding given that it was well-reasoned, and the bankruptcy court applied the law to the facts. A copy of the District Court's Opinion and Order is available at https://bit.ly/3jFb5UR from Leagle.com. About Sears Holdings Corp. Sears Holdings Corporation (OTCMKTS: SHLDQ) -- http://www.searsholdings.com/-- began as a mail ordering catalog company in 1887 and became the world's largest retailer in the 1960s. At its peak, Sears was present in almost every big mall across the U.S., and sold everything from toys and auto parts to mail-order homes. Sears claims to be is a market leader in the appliance, tool, lawn and garden, fitness equipment, and automotive repair and maintenance retail sectors. Sears and Kmart merged to form Sears Holdings in 2005 when they had 3,500 US stores between them. Kmart emerged in 2005 from its own bankruptcy. Unable to keep up with online stores and other brick-and-mortar retailers, a long series of store closings has left it with 687 retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands as of mid-October 2018. At that time, the Company employed 68,000 individuals, of whom 32,000 were full-time employees. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets, $11.33 billion in total liabilities and a total deficit of $4.40 billion. Unable to cover a $134 million debt payment due Oct. 15, 2018, Sears Holdings Corporation and 49 subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15, 2018. The Hon. Robert D. Drain is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel; M-III Partners as restructuring advisor; Lazard Freres & Co. LLC as investment banker; DLA Piper LLP as real estate advisor; and Prime Clerk as claims and noticing agent. The U.S. Trustee for Region 2 appointed nine creditors, including the Pension Benefit Guaranty Corp., and landlord Simon Property Group, L.P., to serve on the official committee of unsecured creditors. The committee tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel; FTI Consulting as financial advisor; and Houlihan Lokey Capital, Inc. as investment banker. The U.S. Trustee for Region 2 on July 9, 2019, appointed five retirees to serve on the committee representing retirees with life insurance benefits in the Chapter 11 cases. * * * In February 2019, Bankruptcy Judge Robert Drain authorized Sears Holdings approval to sell the business to majority shareholder and CEO Eddie Lampert for approximately $5.2 billion. Lampert's ESL Investments, Inc., won an auction to acquire substantially all of Sears' assets, including the "Go Forward Stores" on a going-concern basis. The proposal would allow 425 stores to remain open and provide ongoing employment to 45,000 employees. SENIOR CARE GROUP: To Seek Confirmation of SeaCoast Plan Nov. 12 ---------------------------------------------------------------- Senior Care Group, Inc., Key West Health and Rehabilitation Center, LLC, and The Bridges Nursing and Rehabilitation, LLC, is slated to seek confirmation of their Amended Second Joint Plan of Reorganization on Nov. 12, 2020 at 3 p.m. Objections to confirmation are due Nov. 5. The Court conditionally approved the Amendment to the Second Amended Disclosure Statement on Sept. 25, 2020. According to the Disclosure Statement, SeaCoast Elite Management, Inc., will acquire control of Senior Care through the designation of all of the board members of Senior Care on the Effective Date, will fund the cash contribution required to consummate the Plan, and to pay certain allowed claims, including any allowed secured claims. At the time the Plan was filed, the Bankruptcy Court authorized the Debtors to sell the Key West operations to the Purchaser pursuant to the Sale Order, although the Key West Closing has not occurred. If the Key West Closing does not occur prior to the date of the Confirmation Hearing, it will not be consummated and the Key West operations and Assets will remain part of the Reorganized Debtors. The Plan also makes provisions for the payment of claims of The Home Association and Senior Care on the effective Date, including: a) All allowed administrative claims, b) All allowed priority claims, c) Amounts necessary to assume and cure assumed leases, and d) Designated amounts to fund partial payment to unsecured claims. The Plan also makes provisions for the payment of Key West's Allowed Claims, although the manner in which such Claims will be paid will be dependent on whether the Key West Closing has occurred prior to the date of the Confirmation Hearing. The Plan proposes to treat claims as follows: * Class 1: Priority Claims. This class is impaired. Each Holder of an Allowed Priority Claim in Class 1 shall receive payments of Cash from the Reorganized Debtors in the full amount of such Allowed Priority Claim, (a) 10 days after the date such Claim becomes an Allowed Claim, or (b) such later date as the Holder of such Allowed Priority Claim may agree. * Class 3a: Secured Claims of Ally. Class 3a consists of all Secured Claims of Ally. Senior Care shall return the Collateral securing the Class 3a Secured Claim to Ally in full satisfaction of the Class 3a Secured Claims. Class 3a is Unimpaired and not entitled to vote to accept or reject the Plan. * Class 3b: Secured Claims of McKesson against Senior Care. This class is impaired. Class 3b consists of all Secured Claims of McKesson against Senior Care. The Allowed Secured Claim of McKesson shall be paid over five years from the Effective Date by Senior Care together with interest at the rate of prime plus two percent (prime + 2%). * Class 3c: HUD Secured Claim. Class 3c consists of all Secured Claims of HUD against Key West. If the Key West Closing occurs before the date of the Confirmation Hearing, the HUD Allowed Secured Claim will have been paid in full before the Effective Date and, so, will not receive treatment under the Plan. If the Key West Closing does not occur prior to the date of the Confirmation Hearing, the HUD Secured Claim shall be Allowed, and shall be paid in accordance with the terms of the HUD Notes. Any delinquent amounts due under the HUD Notes shall be paid on the Effective Date. Class 3c is Unimpaired by the Plain. Class 3c is not entitled to vote to accept or reject the Plan. * Class 4: AHCA. Class 4 consists of all Claims of AHCA. This class is impaired. The AHCA Claims shall be Allowed in the sum of $1,870,798 against The Home Association, and The Home Association shall pay the Allowed AHCA Claims the sum of $1,870,798 in full settlement of the Allowed AHCA Claims by making a payment on the Effective Date in the amount of $1,000,000, and by thereafter making quarterly payments of $90,000, until AHCA has received the sum of $1,870,798. Class 4 is Impaired by the Plan. * Class 5a: Key West Non-Insider Unsecured Claims. This class is impaired. Each Holder of an Allowed Unsecured Claim in Class 5a shall receive its Pro Rata Share of the Key West Liquidation Trust Assets remaining after payment in full (or reservation for payment in full) of (a) all expenses incurred by the Liquidation Trust and allocated to the Key West Liquidation Trust Assets, (b) all Allowed Administrative Expense Claims attributable to Key West, (c) all Allowed Secured Claims attributable to Key West, and (d) all Allowed Priority Claims against Key West. * Class 5a: Key West Non-Insider Unsecured Claims. Class 5a consists of all Allowed Unsecured Claims against Key West in the Key West Bankruptcy Case. If the Key West Closing occurs before the date of the Confirmation Hearing, each Holder of an Allowed Unsecured Claim in Class 5a shall receive its Pro Rata Share of the Key West Liquidation Trust Assets remaining after payment in full (or reservation for payment in full) of (a) all expenses incurred by the Liquidation Trust and allocated to the Key West Liquidation Trust Assets, (b) all Allowed Administrative Expense Claims attributable to Key West, (c) all Allowed Secured Claims attributable to Key West, and (d) all Allowed Priority Claims against Key West. If the Key West Closing does not occur prior to the date of the Confirmation Hearing, each Holder of an Allowed Unsecured Claim in Class 5a shall receive its Pro Rata Share of the Key West Assets which will consist exclusively of the Key West Plan Payment in the amount of $750,000. The initial Distribution pursuant to this subparagraph shall be made by the Liquidation Trustee from the Liquidation Trust as soon as practicable after the later of (a) occurrence of all events, including the Allowance of all applicable Claims, necessary to calculate the amount available for Distribution pursuant to this subparagraph, and (b) the date the Liquidation Trustee determines, in the exercise of his or her discretion, that sufficient amounts of Class 5a Claims have become Allowed Claims to warrant an initial Distribution on account of Class 5a Claims. The Liquidation Trustee may make subsequent Distributions pursuant to this subparagraph at such times and in such amounts as the Liquidation Trustee shall determine, in the exercise of his or her discretion. Each Holder of an Unsecured Claim in Class 5a is entitled to vote to accept or reject the Plan. * Class 5b: Senior Care Non-Insider Unsecured Claims. Class 5b consists of all Allowed Non-Insider Unsecured Claims against Senior Care in the Senior Care Bankruptcy Case. Each Holder of an Allowed Unsecured Claim in Class 5b shall receive its Pro Rata Share of the Senior Care Liquidation Trust Assets, which shall consist exclusively of the Senior Care Plan Payment in the amount of $250,000. The initial Distribution pursuant to this subparagraph shall be made by the Liquidation Trustee from the Liquidation Trust as soon as practicable after the later of (x) occurrence of all events, including the Allowance of all applicable Claims, necessary to calculate the amount available for Distribution pursuant to this subparagraph, and (b) the date the Liquidation Trustee determines, in the exercise of his or her discretion, that sufficient amounts of Class 5b Claims have become Allowed Claims to warrant an initial Distribution on account of Class 5b Claims. The Liquidation Trustee may make subsequent Distributions pursuant to this subparagraph at such times and in such amounts as the Liquidation Trustee shall determine, in the exercise of his orher discretion. Class 5b is Impaired by the Plan. Each Holder of an Unsecured Claim in Class 5b isentitled to vote to accept or reject the Plan. * Class 5c: The Home Association Non-Insider Unsecured Claims. Class 5c consists of all Allowed Unsecured Non-Insider Claims against The Home Association in The Home Association Bankruptcy Case. Each Holder of an Allowed Unsecured Claim in Class 5c shall receive its pro rata share of The Home Association Liquidation Trust Assets, which shall consist exclusively of The Home Association Plan Payment in the amount of $500,000. The initial distribution pursuant to this subparagraph shall be made by the Liquidation Trustee from the Liquidation Trust as soon as practicable after the later of (x) occurrence of all events, including the Allowance of all applicable Claims, necessary to calculate the amount available for Distribution pursuant to this subparagraph, and (b) the date the Liquidation Trustee determines, in the exercise of his or her discretion, that sufficient amounts of Class 5c Claims have become Allowed Claims to warrant an initial distribution on account of Class 5c Claims. The Liquidation Trustee may make subsequent distributions pursuant to this subparagraph at such times and in such amounts as the Liquidation Trustee will determine, in the exercise of his or her discretion. Class 5c is Impaired by the Plan. Each Holder of an Unsecured Claim in Class 5c is entitled to vote to accept or reject the Plan. * Class 6: Insider Unsecured Claims. Class 6 consists of all Allowed Insider Unsecured Claims. The Holders of Insider Unsecured Claims shall retain their Claims which will not be affected by the Plan. Holders of Insider Unsecured Claims will not be entitled to any Distributions until Holders of Allowed Non-Insider Unsecured Claims have received all payments provided for under the Plan. Class 6 is Impaired by the Plan. Each Holder of an Unsecured Claim in Class 6 is entitled to vote to accept or reject the Plan. For the avoidance of doubt, no Insider shall be entitled to participate in distributions from the Liquidation Trustee. * Class 7a: Key West Interests. Class 7a consists of all Interests in Key West. The Holders of Interests in Key West shall retain their Interests which will not be affected by the Plan. Holders of interests in Key West shall not be entitled to any distributions until Holders of Allowed Unsecured Claims have received all payments provided for under the Plan. Class 7a is Impaired by the Plan. The Holders of the Class 7a Interests are entitled to vote to accept or reject the Plan. * Class 7b: Senior Care Interests. Class 7b consists of all Interests in Senior Care. The Holders of Interests in Senior Care shall retain their Interests which shall not be affected by the Plan. Holders of Interests in Senior Care shall not be entitled to any Distributions until Holders of Allowed Unsecured Claims have received all payments provided for under the Plan. Class 7b is Impaired by the Plan. The Holders of the Class 7b Interests are entitled to vote to accept or reject the Plan. * Class 7c: The Home Association Interests. Class 6c consists of all interests in The Home Association. The Holders of Interests in the Home Association shall retain their Interests which shall not be affected by the Plan. Holders of interests in The Home Association will not be entitled to any Distributions until Holders of Allowed Unsecured Claims have received all payments provided for under the Plan. Class 7c is Impaired by the Plan. The Holders of the Class 7c Interests are entitled to vote to accept or reject the Plan. A full-text copy of the Second Disclosure Statement dated Sept. 9, 2020, is available at https://tinyurl.com/y6y7ffn5 from PacerMonitor.com at no charge. A copy of the Amended Second Disclosure Statement dated Sept. 25, 2020, is available at https://www.pacermonitor.com/view/4G7MCHA/Senior_Care_Group_Inc__flmbke-17-06562__1250.0.pdf?mcid=tGE4TAMA Attorneys for the Debtors: Scott A. Stichter Elena Paras Ketchum STICHTER, RIEDEL, BLAIN & POSTLER, P.A. 110 East Madison Street, Suite 200 Tampa, Florida 33602 Tel: (813) 229-0144 Fax: (813) 229-1811 E-mail: sstichter@srbp.com eketchum@srbp.com About Senior Care Group Senior Care Group, Inc., is a non-profit corporation which, through its wholly-owned subsidiaries, provides residents and patients with nursing and long-term health care services. Senior Care Group and its six affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 17-06562) on July 27, 2017. In the petition signed by David R. Vaughan, chairman of the Board, Senior Care Group estimated asset and liabilities of $1 million to $10 million. Judge Catherine Peek Mcewen oversees the cases. The Debtors retained the law firm of Stichter, Riedel, Blain & Postler, P.A. as their general bankruptcy counsel. Tucker/Hall, Inc., is the Debtors' public relations firm. Akerman LLP is special counsel. In January 2020, the Debtors won approval to hire Blueprint Healthcare Real Estate Advisors and Mark Riso as real estate broker. On Aug. 18, 2017, the U.S. trustee appointed an official committee of unsecured creditors. The Committee hired Stevens & Lee, P.C., as its bankruptcy counsel; and Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, P.A., as co-counsel. SENIOR CARE: Files Supplement to Plan Disclosures ------------------------------------------------- Senior Care Group, Inc., Key West Health and Rehabilitation Center, LLC, and The Bridges Nursing and Rehabilitation, LLC, filed a supplement to Second Disclosure Statement. The Debtors supplement the Disclosure Statement by deleting the section entitled "History and Business of the Debtors Prior to the Chapter 11 Filings" and replacing that section with the following insert: History and Business of the Debtors Prior to the Chapter 11 Filings Senior Care Group, Inc. ("Senior Care") is a Pennsylvania non-profit corporation that was incorporated on Aug 16, 1983. Senior Care, through its wholly-owned subsidiaries, provides patients with a full spectrum of skilled nursing and long-term health care services. The wholly-owned subsidiaries currently include Debtor entities (Key West, The Home Association, Baywood, Gracewood, Harbourwood, and Laurellwood) and non-debtor entities (Diamond, Deer Park, Transitions, and Yancey). While Baywood, Gracewood, Harbourwood, and Laurellwood remain subsidiaries of Senior Care, their assets have been sold. SCG Madill Brookside, LLC; SCG Durant Four Seasons, LLC; SCG Lake Country, LLC; SCG Oak Ridge, LLC; SCG Red River, LLC; and SCG Red River Management, LLC are wholly-owned subsidiaries but a receiver has been appointed to liquidate their assets. SCG Autumn Breeze Operator, LLC has ceased to operate. The Home Association is licensed for 96 beds. The Home Association was acquired by Senior Care in 2008 and the facility is operated by The Home Association on leased property. Key West is a full service skilled nursing facility and is licensed for 120 beds for both long term and short term skilled nursing care. Key West operates a rehabilitation unit for physical, occupational and speech therapies for short and long term residents. The facility was acquired by Senior Care in 2008 and is managed by Key West on leased property. The Debtors and the Related Debtors were involved in significant litigation with a number of parties prior to the Petition Date, including AHCA. The litigation impeded the Related Debtors' ability to close a pending sale of their assets. The Debtors filed their bankruptcy petitions to stay all pending litigation, facilitate the sale of the Related Debtor's assets, and allow the Debtors to explore options related to the restructuring of their debts. About Senior Care Group Senior Care Group, Inc., is a non-profit corporation which, through its wholly-owned subsidiaries, provides residents and patients with nursing and long-term health care services. Senior Care Group and its six affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 17-06562) on July 27, 2017. In the petition signed by David R. Vaughan, chairman of the Board, Senior Care Group estimated asset and liabilities of $1 million to $10 million. Judge Catherine Peek Mcewen oversees the cases. Stichter Riedel Blain & Postler, P.A., is the Debtors' bankruptcy counsel. The Debtors hired Akerman LLP as their special healthcare counsel. The U.S. Trustee for Region 21 appointed Mary L. Peebles as the patient care ombudsman for Key West Health and Rehabilitation Center LLC, SCG Baywood LLC, SCG Gracewood LLC, and SCG Laurellwood, LLC. On Aug. 18, 2017, the U.S. trustee appointed an official committee of unsecured creditors. The Committee hired Stevens & Lee, P.C., as its bankruptcy counsel; and Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, P.A., as co-counsel. On Aug. 17, 2017, the Debtors hired Holliday Fenoglio Fowler, LP, as broker. SOUTHWEST AIRLINES: Egan-Jones Cuts Senior Unsecured Ratings to BB ------------------------------------------------------------------ Egan-Jones Ratings Company, on October 27, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Southwest Airlines Company to BB from BB+. Headquartered in Dallas, Texas, Southwest Airlines Co. is a domestic airline that provides primarily short-haul, high-frequency, and point-to-point services. STANTON RIDGE: Hires Withum Smith as Accountant ----------------------------------------------- Stanton Ridge Golf and Country Club, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Withum Smith & Brown, as accountant to the Debtor. Stanton Ridge requires Withum Smith to: -- file necessary tax returns; -- assist in the preparation of monthly operating reports; -- assist in preparing cash flow projections; and -- provide any other services reasonably necessary to assist the Debtor in its Chapter 11 and preparation of the Plan. Withum Smith will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. To the best of the Debtor's knowledge 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. Withum Smith can be reached at: Withum Smith & Brown One Tower Center Boulevard 14th Floor East Brunswick, NJ 08816-1145 Tel: (732) 828-1614 Fax: (732) 828-5156 About Stanton Ridge Golf and Country Club Stanton Ridge Golf and Country Club, Inc., owns and operates the Stanton Ridge Golf & Country Club, a privately-owned country club in Hunterdon County. The Club also offers a breadth of amenities, including fine dining, casual dining, and a relaxing lounge/terrace area for post golf socializing. Stanton Ridge Golf and Country Club, Inc., based in Whitehouse Station, NJ, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 20-21504) on Oct. 9, 2020. In the petition signed by Cornelius I Van Cleef, president, the Debtor disclosed $664,498 in assets and $3,821,897 in liabilities. Savo Schalk Gillespie O'Grodnick & Fisher, P.A., serves as bankruptcy counsel to the Debtor. STANTON RIDGE: Seeks to Hire Savo Schalk as Counsel --------------------------------------------------- Stanton Ridge Golf and Country Club, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Savo Schalk Gillespie O'Grodnick & Fisher, P.A., as counsel to the Debtor. Stanton Ridge requires Savo Schalk to assist and provide legal service to the Debtor which may be necessary in prosecuting the Chapter 11 filing, confirming and consummating a Chapter 11 plan. Savo Schalk will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. John F. Bracaglia, Jr., a partner of Savo Schalk Gillespie O'Grodnick & Fisher, 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. Savo Schalk can be reached at: John F. Bracaglia, Jr., Esq. SAVO SCHALK GILLESPIE O'GRODNICK & FISHER, P.A., 56 East Main Street, Suite 301 Tel: (908) 526-0707 About Stanton Ridge Golf and Country Club Stanton Ridge Golf and Country Club, Inc. owns and operates the Stanton Ridge Golf & Country Club, a privately-owned country club in Hunterdon County. The Club also offers a breadth of amenities, including fine dining, casual dining, and a relaxing lounge/terrace area for post golf socializing. Stanton Ridge Golf and Country Club, Inc., based in Whitehouse Station, NJ, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 20-21504) on Oct. 9, 2020. In its petition, the Debtor disclosed $664,498 in assets and $3,821,897 in liabilities. The petition was signed by Cornelius I Van Cleef, president. Savo Schalk Gillespie O'Grodnick & Fisher, P.A., serves as bankruptcy counsel to the Debtor. SURGICAL SPECIALISTS: Wins Confirmation of Subchapter V Plan ------------------------------------------------------------ Following a hearing on Oct. 20, 2020, Judge Mindy A. Mora on Nov. 2 entered an order confirming Surgical Specialists of St Lucie County LLC's Second Amended Plan of Reorganization. The Court determined that the Plan was accepted in writing by the claimants of the Debtor whose acceptance is required by law, the Debtor complied with the applicable provisions of Chapter 11 of the Code, including that the Plan was proposed in good faith and not by any means forbidden by law, confirmation of the plan is in the best interests of creditors, and confirmation of the Plan is not likely to be followed by the liquidation, or the need for further financial reorganization, of the Debtor. The Court further ordered that: 1. The service of the Subchapter V Trustee shall terminate upon substantial consummation of the plan by Debtor, which shall be when the Debtor has disbursed all pre-confirmation deposits and initial plan payments. Pursuant to 11 U.S.C. Sec. 1183(c)(2), not later than 14 days after the plan of the Debtor is substantially consummated, the Debtor shall file with the court and serve on the Subchapter V Trustee, the United States trustee, and all parties in interest notice of such substantial consummation. 2. The Debtor is hereby named as disbursing agent and the disbursing agent shall make all payments hereunder and may make all first installment payments on account of the general unsecured class on or before January 1, 2021. 3. The Debtor is discharged from all dischargeable debts pursuant to 11 U.S.C. Sec. 1141(d). 4. The Court will hold a post confirmation status conference on January 20, 2021 at 1:30 p.m. at the United States Bankruptcy Court. The post-confirmation status conference will occur telephonically via CourtSolutions LLC. All parties in interest must arrange to appear telephonically by registering with CourtSolutions one of two ways: (i) online (at https://www.court-solutions.com/SignUp) or (ii) by telephone at (917) 746-7476. Subchapter V Plan Under the Plan, TRUIST, the largest creditor, has agreed to an extended amortization and a reduced interest rate. General unsecured creditors will receive quarterly payments of $5,000 to be distributed pro rata to each unsecured creditor for 20 calendar quarters. Any creditor with an allowed unsecured claim of less than $5,000 or reduce its claim to $5,000 will receive a dividend of the lesser of 50 percent of its claim, or $2500, within 180 days of the effective date of the Plan. The nine physicians who currently hold membership interests in the Debtor will retain their interests and are unimpaired. A copy of the Second Amended Plan filed Oct. 18, 2020, is available at: https://www.pacermonitor.com/view/UHCIV6Q/Surgical_Specialists_of_St_Lucie__flsbke-20-17017__0101.0.pdf Attorney for the Debtor: Julianne Frank, Esq Julianne Frank PA 4495 Military Trail Suite 107 Jupiter, Florida 33458 Tel: 561-389-8660 E-mail: Julianne@jrfesq.com About Surgical Specialists of St Lucie County LLC Surgical Specialists of St Lucie County, LLC, owns and operates an ambulatory surgical center. Its facility is Medicare Certified and is licensed by the State of Florida. Visit http://bluewatersurgerycenter.com/for more information. Surgical Specialists of St Lucie County sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-17017) on June 28, 2020. At the time of the filing, Debtor had estimated assets of between $1 million and $10 million and liabilities of between $500,000 and $1 million. Judge Mindy A. Mora oversees the case. Julianne Frank, P.A. is the Debtor's legal counsel. SYNEOS HEALTH: S&P Affirms 'BB' ICR on Synteract Acquisition ------------------------------------------------------------ S&P Global Ratings affirmed all the ratings on Syneos Health Inc. (SYNH) and its debt, including the 'BB' issuer credit rating, following the company's announcement of an agreement to acquire Synteract, a contract research organization (CRO) focused on the emerging biopharma sector, for $400 million. S&P said, "The Synteract acquisition would increase SYNH's leverage by about 0.5x, but we expect the company to grow its EBITDA and cash flow, such that its S&P Global Ratings-adjusted leverage will dip below 4x in 2021. We also think management's leverage tolerance is still within our expectation." "The stable outlook reflects our expectation that the company will de-leverage through cash generation and EBITDA growth, as well as balancing shareholder-friendly activities while maintaining an S&P Global Ratings-adjusted leverage profile of 3x-4x over the long term." "We believe SYNH can reduce its leverage to below 4x in 2021. Although the Synteract acquisition will initially raise SYNH's leverage by 0.5x, to over 4x, we think that given the robust business demand, SYNH can still generate enough cash and EBITDA that its S&P Global Ratings-adjusted leverage will dip below 4x in 2021, consistent with our prior expectation. We now estimate the S&P Global Ratings-adjusted leverage will be 3.9x by year-end 2021, compared to 3.6x in our prior projection." "SYNH's financial policy and leverage tolerance is still within our expectation. We do sense a greater urgency and appetite for SYNH to do tuck-in acquisitions, although we think that the company will balance shareholder-friendly activities with maintaining leverage of 3x-4x over the long term. Prior to the Synteract acquisition, SYNH had a publicly stated goal to reduce its net leverage to 2.5x-3.0x by year-end 2021. With the acquisition, its new target leverage is 3.0x-3.5x by year-end 2021. Our adjusted leverage calculation is about 0.4x higher than SYNH's defined leverage." EBITDA recovery is on track, though a resurgence of COVID-19 cases and site closures would add uncertainty. SYNH has shown resiliency despite COVID-19 pandemic-related disruptions, particularly because of its cost-control measures. While revenue will likely decline by a mid-single-digit percentage, company-defined EBITDA will likely decline by a low-single-digit percentage. Free cash flow should be at least as good as it was in 2019 (S&P estimates more than $300 million for 2020). Clinical business demand recovered quickly after initial softness, with a solid clinical book-to-bill ratio of 1.2x for the trailing 12 months ended Sept. 30, 2020. Management also seems confident about the 30-50 basis point margin expansion into 2021. For 2021, S&P thinks SYNH is on track to produce about $5 billion in revenue (up from its forecast of $4.4 billion in 2020) and $720 million in adjusted EBITDA (up from S&P's forecast of $620 million in 2020). Cancellation risk is a perennial risk for all CROs. SYNH is exposed to contract cancellation risk because of external factors such as customer consolidation or pipeline rationalizations that are beyond the company's control. Most of the CRO contracts can be terminated by the customer with 30-90 days' notice. The Commercial Solutions segment (30% of revenue) is inherently harder to predict Compared with the CRO business, commercial solution contracts are short-term in nature and more volatile. Services offered by this segment are also more discretionary in nature. Growth can be influenced by factors that are out of SYNH's control, such as trial failure or delays in receiving U.S. Food and Drug Administration approval and the size or timing of its clients' advertising budgets and spend. S&P said, "The stable outlook reflects our expectation that SYNH will reduce leverage through debt paydown and EBITDA growth. We expect EBITDA will grow because of industry tailwinds and our belief that SYNH is well-positioned to win contracts with enhanced scale after merging with inVentiv Health Inc. It also reflects our expectation that SYNH will maintain leverage of 3x-4x over the long term." "We could consider lowering the rating if we believe S&P Global Ratings-adjusted leverage will remain above 4x on a sustained basis." "While very unlikely over the next 12 months, we could consider raising the rating if SYNH commits to a lower leverage target range, and we are convinced that long-term leverage will remain in the 2x-3x range." THOMPSON NAT'L: UST Questions Funding for Priority Tax Claims ------------------------------------------------------------- The U.S. Trustee filed a limited objection to Thompson National Properties, LLC's Second Amended Disclosure Statement. The U.S. Trustee points out that there is inadequate information regarding ability to fund payment of priority tax claims. The Second Amended Disclosure Statement ("SADS") does not adequately explain how the Liquidating Trustee will have a reasonable probability of success in making the proposed payments to priority tax claims. The Debtor currently has $469,000 in cash on hand and anticipates receiving an additional $800,000 from disposition fees, thus bringing the total sum available for distribution to $1,269,000. Any other sources for payment to creditors will have to come from prosecution and/or settlement of post-confirmation causes of action. The aforementioned $1,269,000 will be distributed to chapter 11 administrative claims, the Cohen parties and the Liquidating Trustee. According to the SADS, priority tax claims are $1,130,172. The only available source for payment of the priority tax claims is the pursuit of post-confirmation causes of action. About Thompson National Properties Thompson National Properties LLC is a real estate advisory company, specializing in acquisitions for high net worth investors and their joint venture partners, along with third party property management, asset management and receivership advisory services. Founded in April 2008, Thompson National has a headquarter in Costa Mesa, Calif., and has three regional offices. As of Aug. 16, 2013, Thompson National manages a portfolio of 106 commercial properties in 24 states totaling approximately 11.02 million square feet on behalf of over 6,000 investor, owners or lenders with an overall purchase value of $1.2 billion. Thompson National sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-13728) on Sept. 26, 2019. Anthony W. Thompson, chief executive officer, signed the petition. At the time of the filing, Debtor had $983,766 in assets and $12,990,235 in debts. Judge Scott C. Clarkson oversees the case. The Debtor has tapped Shulman Bastian Friedman & Bui LLP as its legal counsel and Arete Advisors as its tax advisor. TORTOISEECOFIN PARENT: S&P Cuts ICR to 'CCC+' on Weak Performance ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on TortoiseEcofin Parent Holdco LLC to 'CCC+' from 'B'. The outlook is stable. S&P also lowered its debt rating on TortoiseEcofin's secured first-lien term loan and secured revolving facility to 'CCC' from 'B-'. S&P's recovery rating on the company's debt remains '5', indicating its expectation for modest (mid-20% area) recovery. Like other asset managers, TortoiseEcofin has had a challenging year. The combination of declining energy prices, heightened financial market volatility, and the pandemic has left the company in a much weaker state. AUM declined to about $7 billion as of Sept. 30, 2020, from $21.3 billion at year-end 2019 ($18.3 billion pro-forma for the sale of its traditional credit platform). Reported EBITDA in the second quarter was $1.6 million, down from $7.7 million in the first quarter and $12.9 in fourth-quarter 2019. Debt levels remain at about $300 million. Margins have compressed to the low-20% area per S&P's calculations. As a result, we have lowered the issuer credit rating to 'CCC+' from 'B', and revised the company's business risk profile (BRP) to vulnerable from weak. S&P said, "We think the firm's capital structure is unsustainable over the long term at current debt and earnings levels. TortoiseEcofin has roughly $300 million in debt, and we project free-cash-flow (FCF) to be about $20 million over the next several years, leaving leverage in the mid-teens absent cash netting (we do not net cash due to TortoiseEcofin's vulnerable BRP). We also forecast interest coverage (on a cash basis) to be near 1.5x." "Our base case incorporates our view that energy prices and related securities will be roughly flat over the next year. Although we may see some bounce-back, we don't anticipate a recovery to pre-COVID levels. We also think net flows will likewise be pressured, with our forecast incorporating net zero flows. Taken together, we project TortoiseEcofin's AUM will be roughly the same a year from now." "We think risks have become somewhat negatively skewed outside the base case. For TortoiseEcofin to improve its leverage profile, the energy sector must rally and the company must garner new inflows. While this is possible, we believe it's unlikely. Even if this comes to fruition, a 50% increase in FCF (to about $30 million) would result in debt to FCF of about 10.0x, assuming no further reduction in the term loan outside its scheduled amortization. At those levels, TortoiseEcofin would remain the most levered asset manager that we rate and still deeply in the highly leverage assessment, which we consider as debt to EBITDA greater than 5x. We estimate interest of $13 million-$15 million a year, leaving only roughly a 33% decline from current projections before FCF can't cover the payment. In short, we think the company needs favorable economic and market conditions to meet its financial obligations, consistent with our 'CCC+' assessment, even if TortoiseEcofin may not face a near-term credit or payment crisis in the next 12 months." TortoiseEcofin can take steps to shore up its position. It has a sizeable cash position between on-balance and REPO, as well as a seed investment portfolio. The company does generate sufficient FCF, has an asset-light business model, similar to other asset managers, has the ability to further reduce expenses, does not have covenants on the term loan (unless the revolver is drawn more than 30%), and there are over four years until the debt is due. The company must carefully balance debt repayment with capital deployment for future growth strategies; S&P views its capital structure as unsustainable over the long term. S&P said, "The stable outlook reflects our expectation that TortoiseEcofin will not experience any further declines in AUM, leading to pressure on revenues and FCF. We think the company can cover its interest payments over the next year with cash on its balance sheet if needed." If AUM is pressured by either net outflows or additional declines in security prices, the ratings could be pressured as interest coverage converges closer to 1.0x amid an erosion in the company's cash balance. An upgrade is unlikely over the next 12 months. Later on, S&P could raise the ratings if the company's leverage profile improves. TOWN SPORTS: Wins Court OK for $80M Sale of NY Sports Clubs ----------------------------------------------------------- Law360 reports that the parent company of New York Sports Clubs, Town Sports International, got the approval of a Delaware bankruptcy judge Tuesday, November 3, 2020, for its $80 million sale to a prepetition lender after reporting it had received no other bids for its assets. U.S. Bankruptcy Judge Christopher Sontchi approved the sale of Town Sports International's assets to Tacit Capital LLC after counsel for Town Sports said Tacit's stalking horse credit bid was the only offer it had received before the scheduled auction date of Oct. 28, 2020. About Town Sports International LLC Town Sports International, LLC and its subsidiaries are owners and operators of fitness clubs in the United States, particularly in the Northeast and Mid-Atlantic regions. As of Dec. 31, 2019, the Company operated 186 fitness clubs under various brand names, collectively serving approximately 605,000 members. Town Sports owns and operates brands such as New York Sports Clubs, Boston Sports Clubs, Philadelphia Sports Clubs, Washington Sports Clubs, Lucille Roberts and Total Woman. Town Sports and several of its affiliates filed for bankruptcy protection (Bankr. D. Del. Lead Case No. 20-12168) on Sept. 14, 2020. The petitions were signed by Patrick Walsh, chief executive officer. The Debtors were estimated to have $500 million to $1 billion in consolidated assets and consolidated liabilities. The Hon. Christopher S. Sontchi presides over the cases. Young Conaway Stargatt & Taylor, LLP, and Kirkland & Ellis LLP have been tapped as bankruptcy counsel to the Debtors. Houlihan Lokey, Inc., serves as financial advisor and investment banker to the Debtors, and Epiq Corporate Restructuring LLC acts as claims and noticing agent to the Debtors. TRIBALSCALE INC: Obtains Initial Order Under CCAA ------------------------------------------------- Tribalscale Inc. sought and obtained, on July 31, 2020, from the Ontario Superior Court of Justice (Commercial List) an order under the Companies' Creditors Arrangement Act, as amended under court file number CV-20-00645116-00CL. Pursuant to the Initial Order, MNP Ltd. has been appointed as CCAA monitor. Effective July 31, 2020, the Court ordered that the Company's proposal proceedings commenced under Part III of the Bankruptcy and Insolvency Act be continued under the CCAA. The Initial Order granted the Company various relief, including but not limited to, imposing a stay of proceedings until and including Oct. 31, 2020. The Stay Period may be extended by the Court from time to time. During the Stay Period, all parties are prohibited from commencing or continuing legal or enforcement actions against the Company and all rights and remedies of any party against or in respect of the Company or its assets are stayed and suspended except with the written consent of the Company and the Monitor, or leave of the Court. The Company intends to continue operations in the ordinary course of business throughout this process. At this stage, a claims process has not been put in place. As such, creditors are not, for the time being, required to file proofs of claim. Any claims process will be subject to a future Court Order and notice will be provided in accordance with any such future order. The Initial Order is available at the Monitor's website at https://mnpdebt.ca/en/corporate/corporate-engagements/tribalscale-inc. Monitor can be reached at: MNP Ltd 111 Richmond Street West, Suite 300  Toronto, ON M5H 2G4 Sheldon Title Tel: 416-0263-6945  Email: sheldon.title@mnp.ca Lawyers for the Monitor: Borden Ladner Gervais LLP Bay Adelaide Centre, East Tower 3400 - 22 Adelaide Street West Toronto, ON M5H 4E3 Alex MacFarlane Tel: 416-367-6305  Email: AMacFarlane@blg.com Lawyers for TribalScale Inc. Weisz Fell Kour LLP 100 King Street West, Suite 5600 Toronto, ON M5X 1C9 Fax: 416-613-8290 Caitlin Fell Tel: 416-613-8282  Email: cfell@wfklaw.ca Sharon Kour Tel: 416-613-8283  Email: skour@wfklaw.ca Tribalscale Inc. -- https://www.tribalscale.com/ -- is a software engineering and development company. TRUE HEALTH: Court Affirms Its Ch. 11 Despite Feds' Protest ----------------------------------------------------------- Law360 reports that a Delaware federal judge has affirmed a bankruptcy court's approval of medical testing firm True Health Group LLC's Chapter 11 plan, refusing the federal government's request to overturn the plan because it failed to set aside $5.2 million for disputed Medicare payments. U.S. District Judge Richard G. Andrews ruled that the U. S. Department of Health and Human Services and the Centers for Medicare and Medicaid Services failed to show that confirmation of True Health's Chapter 11 plan last year should be reversed because of an ongoing dispute over Medicare payments. About True Health Group THG Holdings LLC and its affiliates, including True Health Diagnostics LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11689) on July 30, 2019. THG's business is conducted in large part through True Health Diagnostics -- https://truehealthdiag.com/ -- a laboratory provider of diagnostic and disease-management solutions based in Frisco, Texas. It utilizes proprietary and innovative diagnostic technology to detect disease indicators that enable early stage diagnosis and monitoring for a variety of chronic diseases. At the time of the filing, True Health Diagnostics had estimated assets of between $10 million and $50 million and liabilities of between $100 million and $500 million. The cases have been assigned to Judge John T. Dorsey. The Debtors tapped Morris, Nichols, Arsht & Tunnell LLP as bankruptcy counsel; Perkins Coie LLP as special counsel; SSG Capital Advisors LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims, noticing and solicitation agent. TUPPERWARE BRANDS: Obtains Commitment for $275 Million Term Loans ----------------------------------------------------------------- Tupperware Brands Corporation unveils next steps for improving its capital structure and refinancing its Senior Notes maturing in June 2021. Tupperware has entered into a commitment letter with Angelo, Gordon & Co., L.P. and JPMorgan Chase Bank, N.A., within its Strategic Situations Initiative, pursuant to which Angelo Gordon and J.P. Morgan have agreed to provide Tupperware two term loan facilities in an aggregate principal amount of $275 million. Tupperware intends to use the proceeds from the term loan facilities and cash on hand to redeem all of its outstanding Senior Notes in the aggregate principal amount of $380.2 million and to pay related fees and expenses. Tupperware expects to issue a conditional notice of redemption to holders of the Senior Notes as set forth in the indenture governing the Senior Notes. Assuming successful consummation of the term loan facilities and related redemption of Tupperware's Senior Notes, Tupperware will not have any debt maturing until the fourth quarter of 2023. "Top priorities associated with the turnaround plan have been to right-size the business, improve liquidity and strengthen our balance sheet to improve our capital structure," said Sandra Harris, chief financial officer and chief operating officer of Tupperware Brands. "A key component is securing a solution to refinance our Senior Notes maturing in June of 2021. We are very pleased today to announce that we have successfully executed a commitment for $275 million, which combined with our improvement in operating cash flow, allows us to retire all Senior Notes. We believe that this transaction will satisfactorily remediate the relevant conditions that led to the going concern doubt disclosure in our two most recent quarterly financial reports." The closing of the term loan facilities and related redemption of the Senior Notes is expected to occur in the fourth quarter of 2020, and is subject to a number of conditions to closing. There can be no assurance that the term loan facilities, and related redemption of Tupperware's Senior Notes, will be consummated on the terms described in this press release or at all. Consummation of the term loan facilities and related redemption of Tupperware's Senior Notes, and the actual terms of those transactions, will depend on market and other conditions. Kirkland & Ellis LLP is serving as legal counsel and Moelis & Company LLC is serving as investment banker and capital markets advisor to Tupperware in connection with the Refinancing. About Tupperware Brands Tupperware Brands Corporation -- http://www.tupperwarebrands.com/ -- is a global manufacturer and marketer of innovative, premium products through social selling. Product brands span several categories including design-centric food preparation, storage and serving solutions for the kitchen and home through the Tupperware brand and beauty and personal care products through the Avroy Shlain, Fuller Cosmetics, NaturCare, Nutrimetics and Nuvo brands. As of Sept. 26, 2020, the Company had $1.19 billion in total assets, $1.43 billion in total liabilities, and a total shareholders' deficit of $244 million. * * * As reported by the TCR on July 14, 2020, S&P Global Ratings raised its issuer credit rating on U.S.-based Tupperware Brands Corp. to 'CCC-' from 'SD' after the company completed a tender offer for approximately $97.6 million of its $600 million 4.75% senior unsecured notes due June 1, 2021. As reported by the TCR on June 1, 2020, Moody's Investors Service downgraded Tupperware Brands Corporation's Corporate Family Rating to Caa3 from B3. These action follows Tupperware's May 26 announcement that it would launch a tender offer to purchase for cash up to $175 million of its $600 million senior unsecured notes due June 1, 2021. US REAL ESTATE: U.S. Trustee Appoints Creditors' Committee ---------------------------------------------------------- The Office of the U.S. Trustee appointed a committee to represent unsecured creditors in the Chapter 11 case of US Real Estate Equity Builder, LLC. The committee members are: 1. Christopher Reid 22021 SE 32nd St. Sammamish, WA 98075 425-753-1095 (phone) 425-409-6716 (fax) c.s.reid@gmail.com 2. Zach Lemaster 1519 Barberry Ridge Cheyenne, WY 82009 307-421-4049 (phone) Lema7931@pacificu.edu 3. Toshner Holdings, LLC Daniel Toshner 2212 Queen Anne Ave. N. #137 Seattle, WA 98109 714-814-0044 (phone) dan@danieltoshner.com 4. Taylor Strategic Investments, LLC Trevor Tsuchikawa 7157 171st Ave. SE Bellevue, WA 98006 206-852-6835 (phone) trevor.tsuchikawa@gmail.com 5. USA Regrowth Fund, LLC Jay Hinrichs 16869 SW 65th Ave. #317 Lake Oswego, OR 97035 503-789-2451 (phone) jay@jaylhinrichs.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 US Real Estate Equity Builder US Real Estate Equity Builder LLC is primarily engaged in renting and leasing real estate properties. US Real Estate Equity Builder LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. of Kan. Case No. 20-21358) on Oct. 2. 2020. US Real Estate President Sean Tarpenning signed the petition. At the time of the filing, the Debtor disclosed $5,281,000 in assets and $13,985,020 in liabilities. Judge Robert D. Berger oversees the case. Phillips & Thomas LLC serves as the Debtor's legal counsel. VALERO ENERGY: Egan-Jones Lowers Senior Unsecured Ratings to BB+ ---------------------------------------------------------------- Egan-Jones Ratings Company, on October 27, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Valero Energy Corporation to BB+ from BBB-. Headquartered in San Antonio, Texas, Valero Energy Corporation is an independent petroleum refining and marketing company that owns and operates refineries in the United States, Canada, and Aruba. VANTAGE SPECIALTY: S&P Lowers ICR to 'CCC+'; Outlook Negative ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Vantage Specialty Chemicals Inc. to 'CCC+' from 'B-'. S&P also lowered the issue-level ratings by one notch. S&P said, "The negative outlook reflects that we could lower our rating on Vantage in the next 12 months if end-market demand remains depressed for a prolonged period, leading to EBITDA deteriorating beyond our expectations and liquidity becoming pressured." "We now expect 2020 EBITDA and credit metrics will remain weaker than 2019 levels because of softness in the company's high-end personal care and industrial segments. Following a lackluster 2019 when weather interruptions, softened personal care demand, and customer inventory rationalizations hurt Vantage's earnings, the company has seen its high-end personal care business and industrial end markets impaired by the economic shutdowns related to COVID-19. The company's first-half 2020 revenues were down by low-single-digit percentages, driven by second-quarter demand declines that decreased revenues. As a result, we expect revenues to be down in the high-single-digit percentages for the full-year 2020. Although the company has benefited from some favorable year-over-year raw material relief and cost-reduction initiatives, we are still expecting EBITDA for the full year of 2020 to be at or modestly below 2019 levels, leading to a second year of high leverage for Vantage. All of the company's segments were affected by COVID-19 shutdowns, but its high-end personal care and industrial end markets were particularly weak. We believe the changes in product mix has been unfavorable in 2020 for Vantage, further supporting the weakened earnings and impact to the company." "We still expect Vantage to generate positive free cash flow and have ample liquidity, however we believe a prolonged economic downturn would strain liquidity and pressure positive free cash flow. In addition, the company revolver has an October 2022 maturity date, which we expect the company will address before it becomes current." Vantage continues to be a domestic producer of chemicals and derivatives (focused on natural ingredients, including tallow and other natural oils). The company has seen modest growth from its past Mallet acquisition, which increased end-market diversity and expanded Vantage's food end-market segment. Additionally, Vantage has picked up end-market and geographic diversity through its previous Leuna and Textron acquisitions, which also brought the ability for production facilities outside of the U.S. Vantage's revenue and EBITDA primarily come from the U.S., posing a strong geographic concentration risk. Vantage has nine manufacturing sites, with its key facilities concentrated in Gurnee, Ill., and Chicago. Disruption of operations at any one location would hurt operating results, which S&P views as a risk factor. Vantage has long-standing relationships with its top customers. Vantage holds strong positions in the niche markets in which it operates, and the company's oleochemical and specialty derivatives are important inputs in end-customer products. Due to constrained pricing power, Vantage has lower margins than commodity chemical peers such as Cornerstone Chemical Co. Given the large investments required in a relatively small niche market, barriers to entry are high, which should help protect Vantage's market positions. Vantage's business also benefits from the high proportion of contractual sales, with cost pass-throughs in its commodity-like oleochemical business, as well as its ability to pass on cost increases in its specialty derivatives business. However, as a result of Vantage's lower margins, moderate customer and geographic diversification, and small overall size, S&P continues to assess its business as weak. S&P said, "The negative rating outlook on Vantage reflects our expectation that debt to EBITDA will remain depressed over the next 12 months, driven by weakened demand in industrial end markets, however we expect the company to continue to generate positive free cash flow. Although the company has done well to manage costs through the pandemic, it continues to operate below our previous expectations, and further deterioration could lead to liquidity restraints. We have not factored into our analysis any distributions to shareholders or significant debt-funded capital spending or acquisitions." "We could lower the ratings over the next 12 months if Vantage's organic revenue growth continues to deteriorate or if its margins continue to decline significantly, as the result of weaker-than-expected end-market demand or the company not achieving its procurement and cost-savings initiatives. We could lower ratings if liquidity weakened such that sources were below 1.2x uses, cash flow turned negative, or we believed covenant compliance could become uncertain. We could also lower ratings should the company pursue a large debt-funded acquisition, increasing leverage to levels we consider to be unsustainable, with debt to EBITDA reaching double-digit percentages. If any of the company's maturities become current (under 12 months) we could also take a negative rating action." "We could take a positive rating action over the next 12 months if the company's end-market growth and procurement and cost-savings initiatives exceed our expectations, resulting in S&P Global Ratings' adjusted debt to EBITDA approaching 8x on a sustained basis. We would also need to believe the company's financial sponsors would remain supportive of maintaining credit metrics at these levels and that the company liquidity is sufficient and the company is generating sustained free cash flow." VBI VACCINES: Incurs $13 Million Net Loss in Third Quarter ---------------------------------------------------------- VBI Vaccines Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $13 million on $298,000 of revenues for the three months ended Sept. 30, 2020, compared to a net loss of $16.16 million on $647,000 of revenues for the three months ended Sept. 30, 2019. For the nine months ended Sept. 30, 2020, the Company reported a net loss of $30.87 million on $897,000 of revenues compared to a net loss of $43.94 million on $1.65 million of revenues for the nine months ended Sept. 30, 2019. As of Sept. 30, 2020, the Company had $199.55 million in total assets, $13.95 million in total current liabilities, $19.80 million in total non-current liabilities, and $165.81 million in total stockholders' equity. VBI ended the third quarter of 2020 with $120.4 million in cash, cash equivalents, and short-term investments compared to $44.2 million as of Dec. 31, 2019. Net cash used in operations for the nine months ended Sept. 30, 2020 was $30.6 million compared to the $40.2 million for the same period in 2019. The decrease is largely the result of the completion of the Sci-B-Vac Phase 3 clinical studies, the first of which (PROTECT) was completed in June 2019, the second of which (CONSTANT) was completed in January 2020. Cash used for the purchase of property and equipment for the nine months ended Sept. 30, 2020 was $0.5 million compared to $3.5 million for the same period in 2019. The decrease was due to the completion of the modernization and capacity increase of VBI's manufacturing facility in Rehovot, Israel, which re-commenced operations in May 2019. The Company had an accumulated deficit of $293,256,000 as of Sept. 30, 2020 and cash outflows from operating activities of $30,555,000 for the nine months ended Sept. 30, 2020. The Company will require significant additional funds to conduct clinical and non-clinical trials, achieve regulatory approvals, and, subject to such approvals, commercially launch its products. The Company plans to finance near term future operations with existing cash and cash equivalents reserves. Additional financing may be obtained from the issuance of equity securities, the issuance of additional debt, structured asset financings, government grants or other subsidies, and/or revenues from potential business development transactions, if any. There is no assurance the Company will manage to obtain these sources of financing, if required. The Company said the above conditions raise substantial doubt about its ability to continue as a going concern. Jeff Baxter, VBI's president and CEO commented: "Global knowledge and understanding of the COVID-19 pandemic continue to evolve, including with respect to correlate and durability of protection and the mutation potential of the virus. It is clear that an effective solution will need to both control the ongoing pandemic and provide long-term, sustainable protection. In the third quarter of 2020, we announced exciting preclinical immunologic data for our coronavirus vaccine program including that our trivalent candidate, VBI-2901, demonstrated broadened reactivity to a seasonal coronavirus not expressed in the vaccine, supporting the belief that VBI-2901 could offer potential protection from mutated strains of COVID-19 that may emerge over time. Vaccines continue to be a vital public health intervention, and we are resolute in our drive to be part of the solution for numerous unmet medical needs. The upcoming regulatory approval submissions for Sci-B-Vac, our 3-antigen hepatitis B vaccine, are on-track to begin in Q4 2020, and we expect clinical data from both our therapeutic hepatitis B and glioblastoma programs later this year. To support our mission and activity, we are in a strong financial position with $120 million in cash and short-term investments, in addition to the contribution from the Canadian Government of up to CAD$56 million for our coronavirus program." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/764195/000149315220020276/form10-q.htm About VBI Vaccines Inc. VBI Vaccines Inc. (Nasdaq: VBIV) -- http://www.vbivaccines.com-- is a commercial-stage biopharmaceutical company developing a next generation of vaccines to address unmet needs in infectious disease and immuno-oncology. VBI is advancing the prevention and treatment of hepatitis B, with the only trivalent hepatitis B vaccine, Sci-B-Vac, which is approved for use and commercially available in Israel, and recently completed its Phase 3 program in the U.S., Europe, and Canada, and with an immunotherapeutic in development for a functional cure for chronic hepatitis B. VBI's enveloped virus-like particle (eVLP) platform technology enables development of eVLPs that closely mimic the target virus to elicit a potent immune response. VBI's lead eVLP programs include a vaccine immunotherapeutic candidate targeting glioblastoma (GBM) and a prophylactic CMV vaccine candidate. VBI is headquartered in Cambridge, MA, with research operations in Ottawa, Canada, and research and manufacturing facilities in Rehovot, Israel. VBI Vaccines reported a net loss of $54.81 million for the year ended Dec. 31, 2019, compared to a net loss of $63.60 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $161.18 million in total assets, $15.18 million in total current liabilities, $19.39 million in total non-current liabilities, and $126.61 million in total stockholders' equity. EisnerAmper LLP, in Iselin, New Jersey, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 5, 2020 citing that the Company has incurred, and it anticipates it will continue to incur, significant losses and generate negative operating cash flows and as such will require significant additional funds to continue its development activities to ultimately achieve commercial launch of its products. These factors raise substantial doubt about its ability to continue as a going concern. VISTEON CORP: S&P Alters Outlook to Stable, Affirms 'BB-' ICR ------------------------------------------------------------- S&P Global Ratings revised its outlook on Van Buren, Mich.-based automotive cockpit electronics manufacturer Visteon Corp. to stable from negative and affirmed its 'BB-' issuer credit rating. S&P said, "Visteon's sales and margins have recovered, and despite further COVID-19 pandemic risks we expect credit metrics will improve in 2021 and 2022. In addition to continuing to increase its top line faster than its end markets (6% growth over market in the third quarter), the company's gross margins have recovered significantly as restructuring efforts are showing benefits. Visteon is working to move a greater percentage of salaried workers to low-cost countries and this strategy is starting to yield results. These benefits can be seen in net engineering costs, which are 9.4% of year-to-date (ended Sept. 30, 2020) sales versus 11.1% last year. Volumes continue to improve, and our base case has them recovering further in 2021 without the impact of another major shutdown. In this case, we expect lower engineering and restructuring costs will allow the company to maintain debt to EBITDA below 4x and FOCF to debt over 5% in 2021 and 2022." Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety The stable outlook incorporates S&P's expectation Visteon will maintain debt to EBITDA below 4x and FOCF to debt above 5% in 2021 and 2022, as margins recover on higher volumes and lower restructuring costs. S&P would likely lower its rating on Visteon if: -- S&P expects debt to EBITDA to remain above 4x in 2021; or -- FOCF to debt to remain below 5%. This could be due to second waves of coronavirus outbreaks in key geographies that slow production or sales expectations, or a large acquisition. S&P said, "We could raise our rating on Visteon if the company sustains Debt to EBITDA below 3.0x and FOCF to debt well above 10%. We could also raise the rating if the company continued to increase the size of its business significantly, expanded EBITDA margins sustainably into the low–teen percentages and diversified its customer base, thereby strengthening its competitive position." The rating agency acknowledges a high degree of uncertainty about the evolution of the coronavirus pandemic. The current consensus among health experts is that COVID-19 will remain a threat until a vaccine or effective treatment becomes widely available, which could be around mid-2021. S&P said, "We are using this assumption in assessing the economic and credit implications associated with the pandemic. As the situation evolves, we will update our assumptions and estimates accordingly." WAGLER MANUFACTURING: Hires Beecher Field as Counsel ---------------------------------------------------- Wagler Manufacturing, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Iowa to employ Beecher Field Walker Morris Hoffman & Johnson, P.C., as counsel to the Debtor. Wagler Manufacturing requires Beecher Field to: a. represent the Debtor in this Chapter 11 case and to advise the Debtor as to its rights, duties and powers as a debtor in possession; b. prepare and file all necessary statements, schedules, and other documents and to negotiate and prepare one or more plans of reorganization for the Debtor; c. represent the Debtor at all hearings, meetings of creditors, conferences, trials, and other proceedings in this case; and d. perform such other legal services as may be necessary in connection with this case. Beecher Field will be paid at these hourly rates: Attorneys $250 Paralegals $125 Beecher Field will also be reimbursed for reasonable out-of-pocket expenses incurred. Kevin D. Ahrenholz, partner of Beecher Field Walker Morris Hoffman & Johnson, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Beecher Field can be reached at: Kevin D. Ahrenholz, Esq. BEECHER FIELD WALKER MORRIS HOFFMAN & JOHNSON, P.C. 620 Lafayette St., Ste. 300 Waterloo, IA 50704 Tel: (319) 234-1766 Fax: (319) 234-1225 E-mail: ahrenholz@beecherlaw.com About Wagler Manufacturing Wagler Manufacturing, Inc., based in Wayland, IA, filed a Chapter 11 petition (Bankr. N.D. Iowa Case No. 20-01069) on Sept. 10, 2020. In the petition signed by Curtis D. Wagler, president, the Debtor was estimated $1 million to $10 million in both assets and liabilities. Beecher Field Walker Morris Hoffman & Johnson, P.C., serves as bankruptcy counsel to the Debtor. WELBILT INC: S&P Alters Outlook to Positive, Affirms 'CCC+' ICR --------------------------------------------------------------- S&P Global Ratings revised its outlook on Welbilt Inc. to positive from negative and affirmed all of its ratings on the company, including its 'CCC+' issuer credit rating. S&P said, "The positive outlook reflects that we could raise our ratings on the company over the next year if it continues to generate positive free operating cash flow (FOCF), maintains sufficient revolving capacity and liquidity such that financial covenant concerns become remote, and its debt leverage improves to levels we consider sustainable." "Although the weakness in its end markets persists, Welbilt outperformed our expectations in the second and third quarters of 2020. We believe management's cost-containment actions, which included temporary plant closures, workforce adjustments to match its volumes with its demand, and discretionary spending reductions, helped the company maintain positive operating income and FOCF in the second and third quarters of 2020. We expect these favorable trends to continue in the next few quarters because we anticipate its end markets and operating trends will gradually recover in 2021." "The company's sales declined by 27% year over year in the third quarter, which is an improvement from the 52% decline it reported in the second quarter. We believe the worst is now behind Welbilt because we do not expect the severe worldwide shutdowns instituted in the second quarter to recur, at least not at the same magnitude. We expect Welbilt's quick-service restaurant (QSR), education, convenience stores, and health care end markets to remain resilient over the next few quarters due to the elevated use of drive-through and take-out services, new safety requirements, expanded demand for sanitation products, and increased utilization of facilities, respectively. Combined, these end markets account for almost 60% of the company's revenue. That said, Welbilt will continue to be exposed to the weakness in the travel and leisure, retail, and casual restaurant end markets until the threat from COVID-19 materially subsides. Further, we believe the recovery will be long such that we do not expect the company's credit measures to return to 2019 levels until sometime in 2023." "Welbilt has taken steps to improve its liquidity; however, we believe it still faces the risk of a covenant breach. After the company generated negative FOCF of approximately $75 million in the first quarter of 2020, management's cost actions and working capital management enabled it to report positive FOCF generation of $40 million in the second and third quarters. While Welbilt's free cash flow may decline during its seasonally weak fourth quarter, we still forecast positive free cash flow generation for the quarter. Furthermore, the company reduced the outstanding borrowings under its revolving credit facility to about $190 million in September 2020 from about $235 million as of June 2020. Welbilt had $123 million of cash and cash equivalents on its balance sheet as of Sept. 30, 2020. We believe the company has sufficient liquidity to meet its cash needs over the short term. However, there is still some risk of a breach of its minimum interest coverage and maximum leverage covenants, particularly in the second quarter of 2021 when they will be reinstated. The testing of both of these covenants was suspended as part of the April 2020 amendment. Therefore, we will continue to monitor the company's performance to determine the probability that it will require further covenant amendments from its lenders." "The positive outlook reflects that we could raise our ratings on Welbilt over the next year if it continues to improve its operating performance such that we believe its capital structure is more sustainable over the longer term and its liquidity position is solid." S&P could raise its ratings on Welbilt over the next 12 months if: -- Its operating prospects improve and S&P expects the company's leverage to approach 8x and remain at that level; -- The conditions in its end markets continue to rebound and S&P expects it to maintain positive FOCF and sufficient liquidity; and -- The likelihood of a covenant breach becomes remote. S&P could revise its outlook on Welbilt to stable or negative if: -- Its operating results unexpectedly weaken and S&P forecasts its adjusted debt to EBITDA will remain elevated in the double-digit area, which is a level S&P deems unsustainable; or -- Its liquidity becomes constrained due to an increasing cash flow deficit; or -- S&P believes there is increased risk that it will breach one of its financial covenants. WHITE RIVER: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: White River Contracting LLC DBA Rocky Mountain Log Homes DBA Rocky Mountain Homes DBA Whisper Creek Log Homes DBA Rocky Mountain Lumber Company FDBA White River Construction LLC 1883 Highway 93 South Hamilton, MT 59840 Business Description: White River Contracting LLC is a privately held company in the residential building construction industry that specializes in custom-tailored homes. Chapter 11 Petition Date: November 3, 2020 Court: United States Bankruptcy Court District of Montana Case No.: 20-90251 Judge: Hon. Benjamin P. Hursh Debtor's Counsel: Matt Shimanek, Esq. SHIMANEK LAW PLLC 317 East Spruce Street Missoula, MT 59802 Tel: 406-544-8049 Email: matt@shimaneklaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Craig Rostad, managing member. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NMVR45Q/WHITE_RIVER_CONTRACTING_LLC__mtbke-20-90251__0001.0.pdf?mcid=tGE4TAMA XTL INC: Court Confirms Chapter 11 Plan --------------------------------------- Following a confirmation hearing on Oct. 7, 2020, Judge Eric L. Frank on Oct. 13 entered an order confirming XTL, INC., et al.'s Chapter 11 Plan. The judge ordered that: * All creditors' rights of setoff and recoupment are preserved, including, without limitation any rights of setoff and recoupment held by the PALCB, and the injunctions referenced in Article 8 of the Plan shall not enjoin the valid exercise of such rights of setoff and recoupment of any creditor. * Section 8.7(iv) of the Plan is hereby stricken. * Nothing herein or in the Plan (including the substantive consolidation of the Debtors), shall in any way affect the rights of the parties pursuant to that certain assumed executory Contract no. 20050207 (as extended or modified) between Debtors and the PALCB and, in particular,(i) the contractual right of PALCB to set-off for inventory claims against receivables due toDebtors under that Contract and (ii) the monies currently being setoff by the PALCB represent what the PALCB believes to be the outstanding "cure" amount which would be due and owing by the Debtors upon assumption and assignment of Contract no. 20050207 (as extended or modified) between Debtors and the PALCB. Moreover, as proffered by the Debtors at the Confirmation Hearing, the ordinary course of business between the PALCB and the Debtors provides a delay of several weeks between invoicing by the Debtors and payment by the PALCB, and said delay in payment, along with the projected revenues of the Reorganized Debtor, provides adequate assurance to the continued ability of the Debtors to fulfil their obligations under the Contract. A copy of the Plan Confirmation Order is available at: https://www.pacermonitor.com/view/WFS5ENQ/XTL_Inc__paebke-19-14844__0476.0.pdf?mcid=tGE4TAMA 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. XTL INC: Unsecured Creditors Owed $1M to Be Paid in Full in Plan ---------------------------------------------------------------- XTL, Inc. and XTL-PA, Inc. filed the First Amended Disclosure Statement with respect to Joint Plan of Reorganization dated September 11, 2020. The general unsecured creditors, Class 5, represent approximately one month's operating expenses of the Debtors, which were due and owing at the time of the Chapter 11 petition filing. 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 claims of Louis Cerone and Anthony Cerone, as well as affiliated entities, against the Debtors for monies due and owing to them constitute the Class 8 claims, and those claims will also not be paid under this Plan. This class of Creditors has specifically consented to this Plan. Finally, there are the claims of Louis Cerone to his ownership interest in the Debtors, the Class 9 claims. 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. Further, this Plan calls for a substantive consolidation of XTL, Inc. and XTL-PA, Inc., into a single surviving entity known as "XTL, Inc." The substantive consolidation of these bankruptcy estates will result in one company with one pool of assets, and a single pool of Claims. A full-text copy of the First Amended Disclosure Statement dated September 11, 2020, is available at https://tinyurl.com/y5q5c3lx from PacerMonitor.com at no charge. The Debtors are represented by: Allen B. Dubroff, Esq Allen B. Dubroff, Esq., & Associates LLC 1500 JFK Blvd, 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. YIPPIE DOODLE: Unsecureds Will be Paid From Profit Share -------------------------------------------------------- Yippie Doodle Corporation submitted an Amended Plan of Reorganization. This Plan of Reorganization under chapter 11 of the Bankruptcy Code proposes to pay creditors of Yippie Doodle Corporation from future income. General Unsecured Claims (these claims are impaired). The allowed general unsecured creditors will be paid as much of what they are owed as possible and will be mailed Yippie Doodle Corporation's previous year's financial statement each year for five years, during the term of the five-year Plan, on or about May 1st each year, beginning on June 1, 2021, and thereafter on or about June 1, 2022, June 1, 2023, June 1, 2024, and June 1, 2025. Each year, if the Reorganized Debtor made a profit, after income taxes, and after making all secured plan payments and normal overhead payments, the Reorganized Debtor shall pay to the allowed unsecured creditors their pro rata share of 50% of the net profit for the previous year, in twelve monthly payments beginning on September 15th of the year in which the financial statement is mailed to these creditors. Insider Claims. Insiders will not be paid any prepetition claims during the term of the Plan and their claims will be discharged upon confirmation of the Plan. Equity Interest Holders. Equity interest holders are parties who hold an ownership interest in Yippie Doodle Corporation. The two shareholders are Michael Lindsey and Craig Hindall. The shareholders will retain their interest in the Reorganized Debtor but will not receive dividends during the term of the plan of reorganization. A full-text copy of the Amended Plan of Reorganization dated September 9, 2020, is available at https://tinyurl.com/y4rwghkk from PacerMonitor.com at no charge. About Yippie Doodle Corp. Yippie Doodle Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-35389) on Sept. 27, 2019. At the time of the filing, Debtor had estimated assets of less than $50,000 and liabilities of between $100,001 and $500,000. The case is assigned to Judge Christopher M. Lopez. Debtor is represented by Russell Van Beustring, Esq., at The Lane Law Firm, PLLC. No official committee of unsecured creditors has been appointed in Debtor's Chapter 11 case. YRC WORLDWIDE: Incurs $2 Million Net Loss in Third Quarter ---------------------------------------------------------- YRC Worldwide Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $2 million on $1.18 million of operating revenue for the three months ended Sept. 30, 2020, compared a net loss of $16 million on $1.25 billion of operating revenue for the three months ended Sept. 30, 2019. For the nine months ended Sept. 30, 2020, the Company reported a net loss of $34.8 million on $3.34 billion of operating revenue compared to a net loss of $88.7 million on $3.71 billion of total revenue for the same period a year ago. As of Sept. 30, 2020, the Company had $2.11 billion in total assets, $711.5 million in total current liabilities, $1.09 billion in long-term debt and financing (less current portion), $104.2 million in pension and postretirement, $196.2 million in operating lease liabilities, $320.3 million in claims and other liabilities, and a total stockholders' deficit of $323.1 million. "During the quarter we transitioned to managing our busines in a tighter capacity environment and setting the stage for 2021. Improving tonnage trends late in Q3 has allowed LTL pricing to firm up with less volatility expected moving forward," said Darren Hawkins, chief executive officer. "We ended the quarter with just over $450 million in liquidity with a reaffirmed focus on managing our operations through the changes we've seen over the past 6 months, which has put us in a position to invest back into our business as we move forward. At the beginning of the quarter we secured a commitment with the US Treasury, and in October we received the first $75 million of the $400 million in Tranche B funds. These funds are dedicated for investment in our fleet," continued Hawkins. Liquidity Update (as of Sept. 30, 2020) * The Company's available liquidity as calculated under the Company's credit agreement, which was comprised of cash and cash equivalents and Managed Accessibility under its ABL facility, was $453.7 million as of Sept. 30, 2020. * The Company's outstanding debt was $1.156 billion, an increase of $249.3 million compared to $906.3 million as of Sept. 30, 2019. * For the nine months ended Sept. 30, 2020, cash provided by operating activities was $108.5 million compared to $13.4 million for the nine months ended Sept. 30, 2019. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/716006/000156459020049633/yrcw-10q_20200930.htm Leadership and Board of Directors The Company also announced that Jamie Pierson has resigned as the chief financial officer and from the Board of Directors. This departure does not reflect any disagreements about the Company's past financial reports or disclosures. "Jamie has been instrumental in several financial transactions at critical times that have helped preserve an essential part of the American supply chain and the livelihoods of 30,000 families. Most recently he helped facilitate the CARES Act loan process and secure the other amendments to our credit facilities. We thank Jamie for his dedicated service to YRCW," continued Hawkins. As a result of this change effective immediately, Dan Olivier has been appointed as interim CFO. He has 22 years with the Company, including 12 years as the vice president of Finance at Holland. Most recently Mr. Olivier served as the vice president, Financial Planning and Analysis at YRC Worldwide Inc. "Dan's knowledge of the Company and his extensive involvement with every aspect of our business will provide for a smooth transition during this interim period," continued Hawkins. The Company recently named Leah Dawson executive vice president and general counsel. Previously she had served as YRC Worldwide Inc.'s assistant general counsel since 2012. In addition, Darrel Harris has joined the Company and will serve in the newly created position of executive vice president of Strategic Initiatives. He most recently served as CEO of Xpress Global Systems for the past four years and is a 25-year industry veteran with extensive LTL experience. The Company also announced two additions to its Board of Directors, former New Mexico Governor Susana Martinez and Shaunna D. Jones. Governor Martinez is the first female Hispanic governor in United States history and the first female governor of New Mexico. Ms. Jones has a legal background focused on transformation and strategic initiatives and currently serves as the U.S. Director of Diversity & Inclusion at Cleary Gottlieb Steen & Hamilton LLP. "As we move forward with our work to operate as one company, Governor Martinez and Ms. Jones's backgrounds will enhance our ability to grow while building our workforce with leaders that bring to us new perspectives and experiences," concluded Hawkins. About YRC Worldwide YRC Worldwide Inc., headquartered in Overland Park, Kan., is a holding company for a portfolio of less-than-truckload (LTL) companies including Holland, New Penn, Reddaway, and YRC Freight, as well as the logistics company HNRY Logistics. YRC Worldwide companies -- http://www.yrcw.com/-- offer expertise in flexible supply chain solutions, ensuring customers can ship industrial, commercial and retail goods with confidence. YRC Worldwide reported a net loss of $104 million for the year ended Dec. 31, 2019. As of June 30, 2020, the Company had $1.93 billion in total assets, $802.3 million in total current liabilities, $871.1 million in long-term debt and financing (less current portion), $225.9 million in pension and postretirement, $214 million in operating lease liabilities, $290.2 million in claims and other liabilities, and a total shareholders' deficit of $466.9 million. * * * As reported by the TCR on July 14, 2020, S&P Global Ratings raised its issuer credit rating on Overland Park, Kan.-based less-than-truckload (LTL) and logistics company YRC Worldwide Inc. to 'CCC+' from 'CCC' after the company announced the U.S. Department of the Treasury will lend it an aggregate of $700 million under the Coronavirus Aid, Relief, and Economic Security (CARES) Act, and that it has amended its term loan agreement to waive the minimum EBITDA covenant through December 2021. In July 2020, Moody's Investors Service confirmed the ratings of truck carrier YRC Worldwide Inc., including the Caa1 corporate family rating, following YRC's announcement that the United States Department of Treasury intends to provide a $700 million loan toYRC under authorization of the CARES Act. The Caa1 CFR considers the company's position as one of the largest less-than-truckload truck carriers in North America, thin operating margins and substantial debt balance, in part due to Moody's adjustments related to underfunded pension obligations. YRC WORLDWIDE: May Issue 3 Million Shares Under 2020 Stock Plan --------------------------------------------------------------- YRC Worldwide Inc. filed a Form S-8 registration statement with the Securities and Exchange Commission to register 3 million shares of common stock issuable under the Company's 2020 Employee Stock Purchase Plan. A full-text copy of the prospectus is available for free at: https://www.sec.gov/Archives/edgar/data/716006/000119312520284000/d42755ds8.htm About YRC Worldwide YRC Worldwide Inc., headquartered in Overland Park, Kan., is a holding company for a portfolio of less-than-truckload (LTL) companies including Holland, New Penn, Reddaway, and YRC Freight, as well as the logistics company HNRY Logistics. YRC Worldwide companies -- http://www.yrcw.com/-- offer expertise in flexible supply chain solutions, ensuring customers can ship industrial, commercial and retail goods with confidence. YRC Worldwide reported a net loss of $104 million for the year ended Dec. 31, 2019. As of Sept. 30, 2020, the Company had $2.11 billion in total assets, $711.5 million in total current liabilities, $1.09 billion in long-term debt and financing (less current portion), $104.2 million in pension and postretirement, $196.2 million in operating lease liabilities, $320.3 million in claims and other liabilities, and a total stockholders' deficit of $323.1 million. * * * As reported by the TCR on July 14, 2020, S&P Global Ratings raised its issuer credit rating on Overland Park, Kan.-based less-than-truckload (LTL) and logistics company YRC Worldwide Inc. to 'CCC+' from 'CCC' after the company announced the U.S. Department of the Treasury will lend it an aggregate of $700 million under the Coronavirus Aid, Relief, and Economic Security (CARES) Act, and that it has amended its term loan agreement to waive the minimum EBITDA covenant through December 2021. In July 2020, Moody's Investors Service confirmed the ratings of truck carrier YRC Worldwide Inc., including the Caa1 corporate family rating, following YRC's announcement that the United States Department of Treasury intends to provide a $700 million loan to YRC under authorization of the CARES Act. The Caa1 CFR considers the company's position as one of the largest less-than-truckload truck carriers in North America, thin operating margins and substantial debt balance, in part due to Moody's adjustments related to underfunded pension obligations. [*] Six Questions About Involuntary Bankruptcy ---------------------------------------------- David Mawhinney of Bowditch & Dewey wrote an article on JDSupra titled "Six Questions About Involuntary Bankruptcy." Trying to collect money from someone who cannot or will not pay you is frustrating. That old chestnut about throwing good money after bad comes to mind. Placing an individual or firm (your "debtor") into bankruptcy is a powerful remedy to secure payment. But it should not be undertaken without careful thought and planning. A creditor should ask the following six questions before placing a recalcitrant debtor into bankruptcy. WHO ARE YOU? An involuntary case starts with a petition filed with the bankruptcy court. In order to sign and file that petition you must be a creditor holding a non-contingent, undisputed debt. You will have the burden of proving that your claim is not subject to a bona fide dispute as to liability or amount. If your claim is based on a contract, that should be relatively easier to establish than if your claim is based on a tort for which you have yet to obtain a judgment. You cannot acquire a debt from someone else for the sole purpose of putting the debtor into bankruptcy. WHO IS YOUR DEBTOR? You can put a natural person, partnership, or corporation into bankruptcy provided it has a residence, place of business, or property located in the United States. You cannot put a religious institution, non-profit, or charitable organization into bankruptcy. Once the bankruptcy is filed, the case does not terminate if the firm dissolves, or if the individual dies or becomes incompetent. As a petitioning creditor, you have a duty to reasonably investigate the debtor's affairs prior to filing an involuntary bankruptcy petition. That requires knowing more about the debtor’s operations than just its transactions with your firm. You might not have the luxury of time to learn these facts. If the debtor is engaging asset-depleting transfers, you might need to move fast. But urgency should not excuse making a reasonable effort to learn about the debtor so that you can be prepared to defend the petition if the debtor later disputes that it should be in bankruptcy. KNOW ANY OTHER CREDITORS? The key numbers are 3 and 12. If the debtor has fewer than 12 creditors, then you can file the petition by yourself. If the debtor has more than 12 creditors, you must find 2 creditors to join you in the petition. The three of you must hold non-contingent, undisputed, and unsecured debts totaling at least $16,750. The debt minimum is measured in aggregate, which means that two of the creditors can hold claims that are fully secured provided that the third creditor has an unsecured claim of at least $16,750. Employees, insiders, and persons who have received fraudulent or preferential transfers from the debtor are excluded from the creditor count. WHAT’S THE BEST THAT COULD HAPPEN? Filing an involuntary bankruptcy case against someone is analogous to suing them. Once the petition is filed, the court will issue a summons requiring the debtor appear and answer the petition. The Bankruptcy Code automatically stays all collection activity against the debtor while the case is pending. If the debtor does not answer the petition, the bankruptcy court will enter the "order for relief," which officially starts the bankruptcy case. As a petitioning creditor you have the choice of placing the debtor in liquidation (chapter 7) or reorganization (chapter 11). Involuntary reorganizations are exceedingly rare because the debtor is often defunct (in the case of a corporation) or non-cooperative (in the case of an individual). For this reason, involuntary bankruptcies usually proceed under chapter 7. Every chapter 7 case is run by a trustee, with a mandate to investigate the debtor's affairs, collect and liquidate property of the estate, and distribute proceeds to creditors. If the debtor engaged in asset-depleting transfers prior to the bankruptcy, the trustee will invoke the Bankruptcy Code’s “strong arm” powers to sue and recover the property transferred for the benefit of the estate. The pursuit and recovery of pre-bankruptcy transfers will be the predominant focus of most involuntary cases, especially if the debtor is insolvent at the time of filing. You and your counsel should investigate the viability of such claims prior to filing the case and share your knowledge with the trustee once the case begins. As a petitioning creditor, you will receive a priority claim against the estate assets for the costs of expenses (including attorney fees) of bringing the involuntary bankruptcy. But your underlying claim against the debtor is not given special treatment just because you were the creditor who put the debtor into bankruptcy. Once the order for relief enters, all creditors will have the opportunity to file proofs of claim against the estate. You will share with them in any recovery. It is important to know who your fellow creditors are in order to estimate your recovery. I explain creditor payment hierarchies in my series Getting Paid in Bankruptcy. Even in the best of circumstances, an involuntary bankruptcy process can take a significant amount of time to play out. You will not control the process, and at the end of the day, the assets recovered might be insufficient to pay all creditors in full. On the other hand, the bankruptcy court has nationwide jurisdiction and the trustee can sue third parties located virtually anywhere and bring them into the bankruptcy court to answer fraudulent transfer and preference claims. If someone has "raided" the debtor, and if the claims are sufficiently large, the time and expense of an involuntary bankruptcy might be justified. WHAT’S THE WORST THAT COULD HAPPEN? If the debtor contests the petition, the bankruptcy court will hold an expedited trial to determine whether to enter the order for relief. As the petitioning creditor, you must prove that the debtor is "generally not paying" its debts as they become due. (Alternatively, if a custodian has recently taken possession of the debtor's assets the court will allow the bankruptcy to proceed. The reason for this rule is that if the debtor is already liquidating under state law, creditors are entitled to have that process continue under the watchful eye of the bankruptcy court.) The court will consider the number of debts that the debtor is not paying, the materiality of nonpayment, and/or whether creditors have commenced lawsuits against the debtor. The court will also look at the debtor’s conduct: is the debtor paying insiders or preferred creditors? has it drawn down on credit lines or defaulted under its loan agreements? is it liquidating its assets and winding down? Such inquiries are highly fact determinative and it behooves the petitioning creditor to gather as much relevant information as possible prior to filing the petition. If it turns out that you are the only creditor the debtor is not paying, the court will probably dismiss the case. Dismissal of an involuntary bankruptcy case can sting. The court can require you to pay the debtor’s costs incurred defending the case. If the court finds that you filed the petition in bad faith (and "bad faith" can mean failure to reasonably investigate the debtor’s affairs prior to filing) you can be liable for any damage that debtor suffered as a result of being put into bankruptcy. Damages may include lost profits, loss of earning capacity, harm to reputation, and interest on monies borrowed to maintain business operations. The court can even award punitive damages if the petitioning creditors behaved particularly recklessly or with intent to injure the debtor. The court might require you to post a bond at the start of the case to indemnify the debtor for these potential damages. Furthermore, you cannot offset a judgment to pay the debtor's costs and damages against the original debt that the debtor owes you. You must part with actual cash to settle a damages award. Once the case is filed, you do not have a right to dismiss it yourself, either. If you reach a deal with the debtor, the court may dismiss the petition only after giving notice to all creditors, including those who did not join in filing the petition. Those other creditors can oppose dismissal if they would prefer to see the bankruptcy case proceed. This avoids collusive settlements that favor petitioning creditors at the expense of other creditors. IS THERE A BETTER ALTERNATIVE? Think of the debtor’s financial health on a spectrum ranging from insolvent and illiquid to solvent and highly liquid. Involuntary bankruptcy is a strategy for the cases on the extreme ends of this spectrum. If the debtor is completely insolvent, an involuntary bankruptcy might help preserve assets and recover fraudulent transfers. If the debtor is highly liquid but ignoring the creditor, an involuntary bankruptcy might force a quick settlement and consensual case dismissal paying the creditor in full. For the cases in the middle, however, the costs and risks of involuntary bankruptcy are magnified. Bankruptcy's strengths are a centralized proceeding, administered by a neutral trustee under court supervision. Its weaknesses are time, costs, and deterioration of the enterprise value of the debtor. While a petitioning creditor bears the risk of filing the bankruptcy, it must share the gains with all creditors according to the Bankruptcy Code's payment priorities. For the average debtors, who are struggling but still operating, it is sometimes preferable to negotiate and accept a discounted recovery outside of court, rather than initiating a bankruptcy process where the outcome is likely to result in a net loss. This conclusion might be unsatisfying to a frustrated creditor, but those, my friend, are the brakes. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Morgan Delos Aggers and Pamela Ellen Caudill Bankr. D. Ariz. Case No. 20-11881 Chapter 11 Petition filed October 28, 2020 represented by: D. Lamar Hawkins, Esq. GUIDANT LAW, PLC E-mail: lamar@guidant.law In re Titus Emil Iovita Bankr. C.D. Cal. Case No. 20-19727 Chapter 11 Petition filed October 28, 2020 represented by: Vahe Khojayan, Esq. In re Bruce Alton Bottorff Bankr. M.D. Fla. Case No. 20-08041 Chapter 11 Petition filed October 28, 2020 represented by: Edward Peterson, Esq. In re Om Sai Baba, LLC Bankr. W.D. Mo. Case No. 20-30462 Chapter 11 Petition filed October 28, 2020 See https://www.pacermonitor.com/view/6WZJQUA/Om_Sai_Baba_LLC__mowbke-20-30462__0001.0.pdf?mcid=tGE4TAMA represented by: Norman E. Rouse, Esq. COLLINS, WEBSTER & ROUSE, PC E-mail: twelch@cwrcave.com In re Crazy Cat Cyclery, LLC Bankr. W.D. Tex. Case No. 20-31131 Chapter 11 Petition filed October 28, 2020 See https://www.pacermonitor.com/view/YUDVIEI/Crazy_Cat_Cyclery_LLC__txwbke-20-31131__0001.0.pdf?mcid=tGE4TAMA represented by: Corey W. Haugland, Esq. JAMES & HAUGLAND P.C. E-mail: chaugland@jghpc.com In re Pappy's Sand & Gravel Bankr. N.D. Tex. Case No. 20-32723 Chapter 11 Petition filed October 28, 2020 See https://www.pacermonitor.com/view/G5YTHYQ/Pappys_Sand__Gravel__txnbke-20-32723__0001.0.pdf?mcid=tGE4TAMA represented by: Joyce Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC E-mail: joyce@joycelindauer.com In re Robyn Wallwork Bankr. D. Id. Case No. 20-40841 Chapter 11 Petition filed October 29, 2020 represented by: Aaron Tolson, Esq. In re Robert W. Egizii Bankr. C.D. Ill. Case No. 20-71187 Chapter 11 Petition filed October 29, 2020 In re Ray C. Lyon and Patty G. Lyon Bankr. W.D. Ky. Case No. 20-10842 Chapter 11 Petition filed October 29, 2020 represented by: Robert C. Chaudoin, Esq. HARLIN PARKER E-mail: chaudoin@harlinparker.com In re Martin Koksvik, Deceased Bankr. S.D.N.Y. Case No. 20-36105 Chapter 11 Petition filed October 29, 2020 In re D&B Realty LLC Bankr. M.D. Pa. Case No. 20-03168 Chapter 11 Petition filed October 29, 2020 See https://www.pacermonitor.com/view/KHONIRI/DB_Realty_LLC__pambke-20-03168__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Weiss-Bush Collision Center Bankr. W.D. Wisc. Case No. 20-12710 Chapter 11 Petition filed October 29, 2020 See https://www.pacermonitor.com/view/G3LQISQ/Weiss-Bush_Collision_Center__wiwbke-20-12710__0001.0.pdf?mcid=tGE4TAMA represented by: Greg P. Pittman, Esq. PITTMAN & PITTMAN LAW OFFICES, LLC E-mail: Info@PittmanandPittman.com In re Z Edge of All Trades, LLC Bankr. D. Ariz. Case No. 20-12008 Chapter 11 Petition filed October 30, 2020 See https://www.pacermonitor.com/view/WI5AWRA/Z_EDGE_OF_ALL_TRADES_LLC__azbke-20-12008__0001.0.pdf?mcid=tGE4TAMA represented by: Lawrence B. Slater, Esq. LAWRENCE B. SLATER, PLLC E-mail: lawrence@slater.net In re Lauryn Hope Enterprises, Inc. Bankr. M.D. La. Case No. 20-10740 Chapter 11 Petition filed October 30, 2020 See https://www.pacermonitor.com/view/OWSUQHQ/Lauryn_Hope_Enterprises_Inc__lambke-20-10740__0001.0.pdf?mcid=tGE4TAMA represented by: Ryan J. Richmond, Esq. STERNBERG, NACCARI & WHITE, LLC E-mail: ryan@snw.law In re Phillip Greene Rawlings and Nika L. Rawlings Bankr. D. Md. Case No. 20-19711 Chapter 11 Petition filed October 30, 2020 represented by: Augustus Curtis, Esq. In re Lucky Star-Deer Park LLC Bankr. E.D.N.Y. Case No. 20-73301 Chapter 11 Petition filed October 30, 2020 See https://www.pacermonitor.com/view/RB2KQBQ/Lucky_Star-Deer_Park_LLC__nyebke-20-73301__0001.0.pdf?mcid=tGE4TAMA represented by: Fred S. Kantrow, Esq. ROSEN & KANTROW, PLLC E-mail: fkantrow@rkdlawfirm.com In re Stoka Nutrition, LLC Bankr. N.D. Tex. Case No. 20-43356 Chapter 11 Petition filed October 30, 2020 See https://www.pacermonitor.com/view/6C7JY7I/Stoka_Nutrition_LLC__txnbke-20-43356__0001.0.pdf?mcid=tGE4TAMA represented by: Clayton L. Everett, Esq. NORRED LAW, PLLC E-mail: clayton@norredlaw.com In re Ace Holding LLC Bankr. N.D.N.Y. Case No. 20-11390 Chapter 11 Petition filed November 1, 2020 See https://www.pacermonitor.com/view/JFAXMNQ/Ace_Holding_LLC__nynbke-20-11390__0001.0.pdf?mcid=tGE4TAMA represented by: Ariadne Montare, Esq. MONTARE LAW LLC E-mail: ariadne@montarelaw.com In re Midwest M & D Services, Inc. Bankr. C.D. Ill. Case No. 20-81102 Chapter 11 Petition filed November 2, 2020 See https://www.pacermonitor.com/view/VZU2GMA/Midwest_M__D_Services_Inc__ilcbke-20-81102__0001.0.pdf?mcid=tGE4TAMA represented by: Sumner A. Bourne, Esq. RAFOOL & BOURNE, P.C. E-mail: notices@rafoolbourne.com In re Robert Dale Dillon Bankr. S.D. Ind. Case No. 20-80453 Chapter 11 Petition filed November 2, 2020 represented by: Ben Caughey, Esq. MERCHO CAUGHEY E-mail: ben.caughey@merchocaughey.com In re A-1 Properties, LLC Bankr. D.S.C. Case No. 20-04065 Chapter 11 Petition filed November 2, 2020 See https://www.pacermonitor.com/view/P3VVZUY/A-1_Properties_LLC__scbke-20-04065__0001.0.pdf?mcid=tGE4TAMA represented by: Robert H. Cooper, Esq. THE COOPER LAW FIRM E-mail: rhcooper@thecooperlawfirm.com In re Kolobotos Properties LLC Bankr. E.D. Tex. Case No. 20-42234 Chapter 11 Petition filed November 2, 2020 See https://www.pacermonitor.com/view/V7VFAEQ/Kolobotos_Properties_LLC__txebke-20-42234__0001.0.pdf?mcid=tGE4TAMA represented by: Joyce Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC E-mail: joyce@joycelindauer.com In re Locate 1 Plus, Inc. Bankr. E.D. Tex. Case No. 20-42237 Chapter 11 Petition filed November 2, 2020 See https://www.pacermonitor.com/view/M2WWE6Y/LOCATE_1_PLUS_INC__txebke-20-42237__0001.0.pdf?mcid=tGE4TAMA represented by: Gary G. Lyon, Esq. BAILEY AND LYON, ATTORNEYS AT LAW E-mail: glyon.attorney@gmail.com In re Solegna Holdings LLC Bankr. E.D. Tex. Case No. 20-42233 Chapter 11 Petition filed November 2, 2020 See https://www.pacermonitor.com/view/VPCWX3A/Solegna_Holdings_LLC__txebke-20-42233__0001.0.pdf?mcid=tGE4TAMA represented by: Joyce Lindau, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC E-mail: joyce@joycelindauer.com In re 1834 Wildwood Home Investment-LLC Bankr. N.D. Tex. Case No. 20-32786 Chapter 11 Petition filed November 2, 2020 See https://www.pacermonitor.com/view/JFRVGWI/1834_Wildwood_Home_Investment-LLC__txnbke-20-32786__0001.0.pdf?mcid=tGE4TAMA represented by: G. Craig Hubble, Esq. HUBBLE LAW FIRM PLLC In re Two Wheels Properties, LLC Bankr. S.D. Tex. Case No. 20-35372 Chapter 11 Petition filed November 2, 2020 See https://www.pacermonitor.com/view/ONIHVTA/Two_Wheels_Properties_LLC__txsbke-20-35372__0001.0.pdf?mcid=tGE4TAMA represented by: Alex Olmedo Acosta, Esq. ACOSTA LAW P.C. E-mail: alex@theacostalawfirm.com In re Ryan A. Hites Bankr. W.D. Wash. Case No. 20-12742 Chapter 11 Petition filed November 2, 2020 represented by: Alan Wenokur, Esq. In re Mountain Phoenix, LLC Bankr. N.D. Ga. Case No. 20-71358 Chapter 11 Petition filed November 3, 2020 See https://www.pacermonitor.com/view/3JYQG3I/Mountain_Phoenix_LLC__ganbke-20-71358__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Karoshi USA Bankr. D.N.J. Case No. 20-22356 Chapter 11 Petition filed November 3, 2020 See https://www.pacermonitor.com/view/LMZFZTA/Karoshi_USA__njbke-20-22356__0001.0.pdf?mcid=tGE4TAMA represented by: Robert J. De Groot, Esq. LAW OFFICES OF ROBERT J. DEGROOT E-mail: robertjdegroot@aol.com In re American Transworld Corporation Bankr. M.D. Fla. Case No. 20-08252 Chapter 11 Petition filed November 3, 2020 See https://www.pacermonitor.com/view/OE74FXA/American_Transworld_Corporation__flmbke-20-08252__0001.0.pdf?mcid=tGE4TAMA represented by: Michael C. Markham, Esq. JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP E-mail: mikem@jpfirm.com In re Welblen Holdings, LLC Bankr. M.D. Fla. Case No. 20-08254 Chapter 11 Petition filed November 3, 2020 See https://www.pacermonitor.com/view/ONPAHDI/Welblen_Holdings_LLC__flmbke-20-08254__0001.0.pdf?mcid=tGE4TAMA represented by: Michael C. Markham, Esq. JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP E-mail: mikem@jpfirm.com In re Mountain West Ag Bankr. D. Idaho Case No. 20-40856 Chapter 11 Petition filed November 3, 2020 See https://www.pacermonitor.com/view/272LHSA/Mountain_West_Ag__idbke-20-40856__0001.0.pdf?mcid=tGE4TAMA represented by: Aaron Tolson, Esq. TOLSON & WAYMENT PLLC E-mail: ajt@aaronjtolsonlaw.com In re Christopher J. Otteau and Alison H. Otteau Bankr. D.N.J. Case No. 20-22369 Chapter 11 Petition filed November 3, 2020 represented by: Melinda Middlebrooks, Esq. MIDDLEBROOKS SHAPIRO, P.C. E-mail: middlebrooks@middlebrooksshapiro.com In re Elegante Iron, Inc. Bankr. N.D. Tex. Case No. 20-32773 Chapter 11 Petition filed November 5, 2020 See https://www.pacermonitor.com/view/CSMPKYI/Elegante_Iron_Inc__txnbke-20-32773__0001.0.pdf?mcid=tGE4TAMA represented by: Gregory W. Mitchell, Esq. FREEMAN LAW, PLLC E-mail: gmitchell@freemanlaw.com ********* 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 ***