/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/201118.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, November 18, 2020, Vol. 24, No. 322 Headlines 1005, LLC: Granted Limited Use of Shatar Cash Collateral 24 HOUR FITNESS: Brixmor, et al., Join Objection to Disclosures 24 HOUR FITNESS: Disclosures Approved; Unsecureds Recovery Hiked 24 HOUR FITNESS: Landlords Complain of Blanks in Disclosures 24 HOUR FITNESS: U.S. Trustee Objects to Disclosure Motion 33 QUINCY AVENUE: Case Summary & Unsecured Creditor 381 BROADWAY REALTY: 2-Year Foreclosure Battle Ends in Chapter 11 AGILITI INC: S&P Affirms 'B' Issuer Credit Rating; Outlook Stable AMERICAN STERLING: Voluntary Chapter 11 Case Summary ARCHES BUYER: Moody's Assigns B2 CFR, Outlook Stable ASCENA RETAIL: Creditors Vote to Approve Bankruptcy Plan AUXILIUS HEAVY: $1.64M Sale of All Assets to Kachina Approved BEASLEY BROADCAST: Posts $3.04 Million Net Income in Third Quarter BELLEAIR RESERVE: $157.7K Sale of Pinellas County Property Approved BLACKRIDGE TECHNOLOGY: $1.6M Sale of All Assets to Yalamanchili OKd BLINK CHARGING: Incurs $3.9 Million Net Loss in Third Quarter CBL & ASSOCIATES: U.S. Trustee Appoints Creditors' Committee CECILIA B. KEMPTON: $2.5M Sale of Westhampton Property Approved CHARTER NEX US: Moody's Rates New First Lien Facilities 'B2' COBRA PIPELINE: Unsecureds to Recover 12% in Plan COMCAR INDUSTRIES: C&D Logistics Buying 1989 Fruehauf for $2.2K COMCAR INDUSTRIES: C&D Logistics Buying Heilx Super Jet for $2.2K COMCAR INDUSTRIES: Megamix/Kater Buying Low Value Assets for $1K COMCAR INDUSTRIES: Megamix/Kater Buying Trailer Tank for $500 COMCAR INDUSTRIES: Woody's Buying 1992 Oshkosh Dray Van for $1.5K CONTAINER STORE: Moody's Rates New $200MM Loan B2, Outlook Stable ENTERPRISE CHARTER: Fitch Affirms B+ Rating on $6.355MM Rev. Bonds EXIDE TECHNOLOGIES: Agency Fails to Meet Lead Cleanup Deadline FRANCESCA'S HOLDINGS: May End Up in Chapter 11, to Close 140 Stores GEMINI HDPE: S&P Places BB' Debt Rating on CreditWatch Negative GENERAL CANNABIS: Incurs $574K Net Loss in Third Quarter GN PLUMBING: Unsec. Creditors Will Get Not Less Than 50% in Plan GREATBATCH LTD: Moody's Affirms B1 CFR, Outlook Positive GREATER BLESSED: Dec. 14 Plan & Disclosure Hearing Set GREATER BLESSED: Third World Says Plan Not Feasible GREATER BLESSED: Unsecureds to Be Paid in Full in 5 Years GULFPORT ENERGY: Files for Chapter 11 Bankruptcy Protection HEAVEN'S LANDING: Gets OK to Hire Metro Valuation as Appraiser HIGHLAND CAPITAL: Acis Says It Will Reject Plan Absent Changes HIGHLAND CAPITAL: Creditors Committee Says Plan 'Fatally Flawed' HIGHLAND CAPITAL: Nov. 23 Hearing on Disclosure Statement HIGHLAND CAPITAL: UBS Says Plan Patently Unconfirmable HIGHLAND CAPITAL: Unsecureds Will Get Claimant Trust Interests iFRESH INC: Delays Filing of Third Quarter Form 10-Q IMERYS TALC: Wins Court Nod for $223 Million Chapter 11 Sale IMPRIVATA INC: S&P Assigns 'B' ICR on Proposed Debt Issuance IVANTI SOFTWARE: S&P Affirms 'B-' ICR; Outlook Stable JAMES MEDICAL: Court Confirms Reorganization Plan JAMES MEDICAL: Unsecured Creditors Will Recover 3% in Plan JAMES MEDICAL: US Trustee Objects to Amended Disclosure & Plan JCK LEGACY: Says Disclosures & Plan Objections Largely Resolved K&F CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors K&L AG GROUP: Unsecured Creditors Will Recover 5% Under Plan LG PARENT: S&P Assigns 'CCC+' ICR on Bankruptcy Exit LIBBEY INC: Emerges from Chapter 11 and Completes Restructuring LUCKY BRAND: Unsecureds Out of Money, Offered Release Consideration MADDOX FOUNDRY: U.S. Trustee Unable to Appoint Committee MCCLATCHY CO: Unsecureds to Get $4.59M Cash Settlement in Plan MILFORD REGIONAL: Moody's Alters Outlook on $43MM Debt to Negative NEW YORK GRANITE: Nov. 23 Auction of Substantially All Assets NEZHONI CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors NH HIGHWAY: Unsecureds to Recover 24.4% to 100% in Plan NOVABAY PHARMACEUTICALS: Incurs $3.22-Mil. Net Loss in 3rd Quarter NPC INTERNATIONAL: 50+ Buyers Express Interest in Restaurants OLDE LIBRARY: Dec. 17 Plan Confirmation Hearing Set OLDE LIBRARY: Unsecureds to Get Remaining Sale Proceeds OPTIMUMBANK HOLDINGS: Incurs $496K Net Loss in Third Quarter OUTDOOR BY DESIGN: Sale of All Assets to Shvartsman Approved PAUL OLIVA PARADIS: $3.6M Sand Dune Property Sale Approved PAUL OLIVA PARADIS: $460K Sale of Nashville Property to Gordon OK'd PHUNWARE INC: Incurs $8.6 Million Net Loss in Third Quarter PINKLEY FARMS: Seeks to Hire Bond Law as Bankruptcy Attorney PLAQUEMINE BAYOU: Taps Dowd Commercial, Latter & Blum as Brokers PNW HEALTHCARE: May Use Cash Collateral Thru Nov. 28 PRO INSTALLS: Case Summary & 8 Unsecured Creditors PROTEUS DIGITAL: Court Okays Bankruptcy Plan After Sale of Business PROVECTUS BIOPHARMACEUTICALS: Posts $1.56M Net Loss in 3rd Quarter QUALITY REIMBURSEMENT: Solicitation Period Extended Thru Dec. 8 R.E.X. INC: Seeks to Hire Cook Law as Special Counsel REDRHINO: Case Summary & 20 Largest Unsecured Creditors RELMADA THERAPEUTICS: Incurs $16.9 Million Net Loss in 3rd Quarter RESIDENCE GROUP: Voluntary Chapter 11 Case Summary REVELANT HOLDINGS: Taps Johnson & Associates as Special Counsel ROLTA INTERNATIONAL: Appointment of Consolidated Committee Sought SHILOH INDUSTRIES: Committee Taps A&M as Financial Advisor SOUTH COAST: Trustee's Auction Sale of Business Assets Approved STEVEN FELLER: Seeks to Hire Behar Gutt as Legal Counsel SUN STEAKS: Seeks to Hire Buddy D. Ford as Legal Counsel TAILORED BRANDS: Expects to Emerge from Chapter 11 by Nov. 30 TEKNIA NETWORKS: Gets Approval to Hire Equipment Appraisal TIKRAN ERITSYAN: Sarkisyan Buying Glendale Property for $1.25M TOP THAT COMMERCIAL: Files for Chapter 11 Bankruptcy Protection TROIANO TRUCKING: Trustee May Continue Using Cash Collateral UC COLORADO: Wants Plan Exclusivity Extended Thru Feb. 15 UNIMEX CORPORATION: Case Summary & 20 Largest Unsecured Creditors UNIVERSAL TOWERS: Taps Avison Young-Atlanta as Real Estate Broker US REAL ESTATE EQUITY: U.S. Trustee Unable to Appoint Committee VIZIV TECHNOLOGIES: Hires Cavazos Hendricks as Legal Counsel WALKER SERVICE: Court Extends Plan Exclusivity Until Dec. 4 WC 4811 SOUTH: Seeks to Hire Fishman Jackson as Bankruptcy Counsel WC 8120 RESEARCH: Taps Fishman Jackson as Bankruptcy Counsel WC SOUTH CONGRESS: Taps Fishman Jackson as Bankruptcy Counsel WC TEAKWOOD: Taps Fishman Jackson as Bankruptcy Counsel WHITNEY HARRIS: Seeks to Hire Hood & Bolen as Legal Counsel WILLIAM THOMAS, JR: Nov. 19 Hearing on Trustee's Sale of Properties YACHT CLUB: Seeks to Hire Fisher Auction as Auctioneer YIELD10 BIOSCIENCE: Incurs $2.17 Million Net Loss in Third Quarter YOGAWORKS INC: Dec. 7 Auction of Substantially All Assets ********* 1005, LLC: Granted Limited Use of Shatar Cash Collateral -------------------------------------------------------- Judge Janice D. Loyd of the U.S. Bankruptcy Court for the Western District of Oklahoma has approved an agreement between 1005 LLC and Shatar Capital Inc. regarding the use of cash collateral. The Debtor has agreed that the rents and income from the property owned by the Debtor constitute "cash collateral" of the secured party, Shatar Capital, Inc. and that it shall limit its use of cash collateral only for expenditures related to certain items to its Initial Report, with such items designated as advertising, insurance, cleaning supplies, cleaning, water, gas, electric, security, elevator phone, and lawn maintenance estimated by the Debtor to be a total of not in excess of $6000.00 per month, together with such amounts as are sufficient to pay the administrative fees of the Unites States Trustee. If the Debtor desires to spend more than such amount, use of additional cash collateral will only occur with the prior written consent of Shatar Capital, Inc., or upon Order of the Court, following notice and opportunity for hearing. Lender Shatar Capital, Inc. is represented by: Gary A. Bryant, Esq. CROWE & DUNLEVY, P.C. 324 N. Robinson, Suite 100 Oklahoma City, OK 73102 Telephone (405) 235-7700 Facsimile (405) 239-6651 Email: gary.bryant@crowedunlevy.com A copy of the order is available at https://bit.ly/3n2dScD from PacerMonitor.com. About 1005, LLC 1005, LLC, based in Oklahoma City, Oklahoma, filed a Chapter 11 petition (Bankr. W.D. Okla. Case No. 20-12631) on Aug. 7, 2020. In the petition signed by Amir M. Farzaneh, owner and manager, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Hall Estill Hardwick Gable Golden & Nelson, P.C., serves as bankruptcy counsel to the Debtor. 24 HOUR FITNESS: Brixmor, et al., Join Objection to Disclosures --------------------------------------------------------------- Brixmor Operating Partnership LP, Centennial Real Estate Company, LLC, CenterCal Properties, LLC, Citivest Commercial Investments, LLC, Federal Realty Investment Trust, Gerrity Group, Inc., GS Pacific ER LLC, Houston Willowbrook LLC, Koko Marina Holdings, LLC, PGIM Real Estate, Realty Income Corporation, Seven Hills Properties 31, LLC, ShopOne Centers REIT Inc., Starboard Realty Advisors, Starwood Retail Partners, LLC, Steve Padis, Jewelry Plus Enterprises, Inc., The Macerich Company, Urban Edge Properties, and Weitzman (the "Landlords") filed a joinder to the limited objections of the Multiple Landlords to the Disclosure Statement for Joint Chapter 11 Plan of Reorganization of 24 Hour Fitness Worldwide, Inc. and Its Debtor Affiliates. The Debtors lease retail space from the Landlords pursuant to unexpired leases of nonresidential real property (individually, a "Lease," and collectively, the "Leases") at certain locations. They assert that the Debtors' Disclosure Statement should not be approved unless and until the revisions set forth in the Objection have been made. A full-text copy of the Landlords' objection dated November 5, 2020, is available at https://tinyurl.com/y5p5bh9g from PacerMonitor.com at no charge. Attorneys for the Landlords: Leslie C. Heilman, Esquire Laurel D. Roglen, Esquire BALLARD SPAHR LLP 919 N. Market Street, 11th Floor Wilmington, DE 19801 Telephone: (302) 252-4465 Facsimile: (302) 252-4466 E-mail: heilmanl@ballardspahr.com roglenl@ballardspahr.com - and - Dustin P. Branch, Esquire BALLARD SPAHR LLP 2029 Century Park East, Suite 800 Los Angeles, CA 90067-2909 Telephone: (424) 204-4354 Facsimile: (424) 204-4350 E-mail: branchd@ballardspahr.com - and - Craig Solomon Ganz, Esquire BALLARD SPAHR LLP 1 East Washington Street, Suite 2300 Phoenix, AZ 85004-2555 Telephone: (602) 798-5427 Facsimile: (602) 798-5595 E-mail: ganzc@ballardspahr.com About 24 Hour Fitness Worldwide 24 Hour Fitness Worldwide, Inc., owns and operates fitness centers in the United States. As of March 31, 2017, the company operated 426 clubs serving approximately 3.6 million members across 13 states and 23 markets, predominantly in California, Texas and Colorado. For the 12 months ended March 31, 2017, the company generated total revenue of about $1.4 billion. In May 2014, 24 Hour Fitness was acquired by affiliates of AEA Investors LP, Fitness Capital Partners and Ontario Teachers' Pension Plan for a total purchase price of approximately $1.8 billion. 24 Hour Fitness Worldwide and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11558) on June 15, 2020. 24 Hour Fitness was estimated to have $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. The Hon. Karen B. Owens is the case judge. The Debtors tapped Weil, Gotshal & Manges, LLP as lead bankruptcy counsel; Pachulski Stang Ziehl & Jones, LLP as local counsel; FTI Consulting, Inc. as financial advisor; Lazard Freres & Co. LLC as investment banker; and Prime Clerk, LLC as claims agent. 24 HOUR FITNESS: Disclosures Approved; Unsecureds Recovery Hiked ---------------------------------------------------------------- Daniel Gill of Bloomberg Law reports that bankrupt gym operator 24 Hour Fitness Worldwide Inc. won court permission to solicit votes for its reorganization plan after reaching an agreement with unsecured creditors to provide them a better return than originally proposed. Judge Karen B. Owens approved the gym operator's disclosure statement Monday after the committee of unsecured creditors withdrew its objection as part of the settlement. "This case screamed for a business solution," she said at a hearing at the U.S. Bankruptcy Court for the District of Delaware. Under the Plan, holders of unsecured claims in an amount greater than $250,000 will receive warrants provided, that, if the number of holders receiving warrants will exceed 1,500, then the Debtors reserve the right to provide cash to holders of claims in an amount greater than $250,000 but less than or equal to $400,000. Other unsecured creditors will cash equal to 1% of the amount of such claims, to be funded from the General Unsecured Claim Recovery Cash Pool. A copy of the Revised Disclosure Statement filed Nov. 16, 2020, is available at: https://www.pacermonitor.com/view/XIUWEKQ/24_Hour_Fitness_Worldwide_Inc__debke-20-11558__1233.0.pdf?mcid=tGE4TAMA About 24 Hour Fitness 24 Hour Fitness Worldwide, Inc., owns and operates fitness centers in the United States. As of March 31, 2017, the company operated 426 clubs serving approximately 3.6 million members across 13 states and 23 markets, predominantly in California, Texas and Colorado. For the 12 months ended March 31, 2017, the company generated total revenue of about $1.4 billion. In May 2014, 24 Hour Fitness was acquired by affiliates of AEA Investors LP, Fitness Capital Partners and Ontario Teachers' Pension Plan for a total purchase price of approximately $1.8 billion. 24 Hour Fitness Worldwide and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11558) on June 15, 2020. 24 Hour Fitness was estimated to have $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. The Hon. Karen B. Owens is the case judge. The Debtors tapped Weil, Gotshal & Manges, LLP as lead bankruptcy counsel; Pachulski Stang Ziehl & Jones, LLP as local counsel; FTI Consulting, Inc. as financial advisor; Lazard Freres & Co. LLC as investment banker; and Prime Clerk, LLC as claims agent. 24 HOUR FITNESS: Landlords Complain of Blanks in Disclosures ------------------------------------------------------------ The Objecting Landlords, who are lessors or former lessors of 24 Hour Fitness Worldwide, Inc. and Its Debtor Affiliates with respect to sixteen (16) fitness club locations and one regional office location, object to the Disclosure Statement for Joint Chapter 11 Plan of Reorganization of Debtors, and respectfully represents as follows: * The Proposed Disclosure Statement contains numerous blanks and virtually all key exhibits are missing, presumably to be provided prior to the hearing on the Proposed Disclosure Statement, thus failing to provide creditors with a meaningful opportunity for review and analysis. * The Debtors' Proposed Disclosure Statement fails to contain an adequate liquidation analysis. In order to demonstrate compliance with Section 1129(a)(7), a plan proponent must provide a liquidation analysis. * The Debtors potentially disenfranchise landlords whose leases may be rejected, with resulting significant unsecured claims, by depriving them from timely voting to accept or reject the Plan by postponing disclosure of the Assumption Schedule. * The Debtors' proposed reservation of the ability to assume or reject leases after plan confirmation is at odds with the language of Section 365(d)(4)(A). * Objecting Landlords join in the objections to the adequacy of Debtors' Proposed Disclosure Statement filed by Debtors' other landlords, the Official Committee of Unsecured Creditors. A full-text copy of the Landlords' objection to disclosure statement dated November 5, 2020, is available at https://tinyurl.com/y5ulok2z from PacerMonitor.com at no charge. Counsel to Landlords: Leslie C. Heilman, Esquire (No. 4716) Laurel D. Roglen, Esquire (No 5759) BALLARD SPAHR LLP 919 N. Market Street, 11th Floor Wilmington, DE 19801 Telephone: (302) 252-4465 Facsimile: (302) 252-4466 E-mail: heilmanl@ballardspahr.com roglenl@ballardspahr.com - and - Ivan M. Gold, Esquire ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP Three Embarcadero Center, 12th Floor San Francisco, CA 94111-4074 Telephone: (415) 837-1515 E-mail: igold@allenmatkins.com About 24 Hour Fitness Worldwide 24 Hour Fitness Worldwide, Inc., owns and operates fitness centers in the United States. As of March 31, 2017, the company operated 426 clubs serving approximately 3.6 million members across 13 states and 23 markets, predominantly in California, Texas and Colorado. For the 12 months ended March 31, 2017, the company generated total revenue of about $1.4 billion. In May 2014, 24 Hour Fitness was acquired by affiliates of AEA Investors LP, Fitness Capital Partners and Ontario Teachers' Pension Plan for a total purchase price of approximately $1.8 billion. 24 Hour Fitness Worldwide and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11558) on June 15, 2020. 24 Hour Fitness was estimated to have $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. The Hon. Karen B. Owens is the case judge. The Debtors tapped Weil, Gotshal & Manges, LLP as lead bankruptcy counsel; Pachulski Stang Ziehl & Jones, LLP as local counsel; FTI Consulting, Inc. as financial advisor; Lazard Freres & Co. LLC as investment banker; and Prime Clerk, LLC as claims agent. 24 HOUR FITNESS: U.S. Trustee Objects to Disclosure Motion ---------------------------------------------------------- Andrew R. Vara, United States Trustee for Regions Three and Nine, objects to the motion of 24 Hour Fitness Worldwide, Inc. and its Debtor Affiliates for entry of Order Approving the Proposed Disclosure Statement. The United States Trustee claims that the Disclosure Statement fails to provide adequate information sufficient to meet the requirements of Section 1125 of the Bankruptcy Code. The United States Trustee points out that the Disclosure Statement fails to provide sufficient information regarding the warrants to permit unsecured creditors to determine whether to vote for or against the Plan. It further fails to provide the expected distribution or potential range of distributions on unsecured claims. The United States Trustee asserts that the Disclosure Statement is also missing two key exhibits: (a) a liquidation analysis, and (b) the Debtors' financial projections. Without the liquidation analysis and projections, the Disclosure Statement does not contain adequate information, and therefore cannot be approved. The United States Trustee states that Bankruptcy Rule 2002(b) requires the provision of 28-day notice of the deadline to object to the disclosure statement to all creditors of the Debtors and other parties in interest. The deficiencies of the Debtors' Disclosure Statement cannot be corrected by filing such information after the objection deadline. A full-text copy of the United States Trustee's objection dated Nov. 6, 2020, is available at https://tinyurl.com/yxrgrsac from PacerMonitor.com at no charge. About 24 Hour Fitness Worldwide 24 Hour Fitness Worldwide, Inc., owns and operates fitness centers in the United States. As of March 31, 2017, the company operated 426 clubs serving approximately 3.6 million members across 13 states and 23 markets, predominantly in California, Texas and Colorado. For the 12 months ended March 31, 2017, the company generated total revenue of about $1.4 billion. In May 2014, 24 Hour Fitness was acquired by affiliates of AEA Investors LP, Fitness Capital Partners and Ontario Teachers' Pension Plan for a total purchase price of approximately $1.8 billion. 24 Hour Fitness Worldwide and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11558) on June 15, 2020. 24 Hour Fitness was estimated to have $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. The Hon. Karen B. Owens is the case judge. The Debtors tapped Weil, Gotshal & Manges, LLP as lead bankruptcy counsel; Pachulski Stang Ziehl & Jones, LLP as local counsel; FTI Consulting, Inc. as financial advisor; Lazard Freres & Co. LLC as investment banker; and Prime Clerk, LLC as claims agent. 33 QUINCY AVENUE: Case Summary & Unsecured Creditor --------------------------------------------------- Debtor: 33 Quincy Avenue LLC 33 Quincy Avenue Long Beach, CA 90803 Chapter 11 Petition Date: November 16, 2020 Court: United States Bankruptcy Court Central District of California Case No.: 20-20260 Judge: Hon. Neil W. Bason Debtor's Counsel: Michael Jay Berger, Esq. LAW OFFICES OF MICHAEL JAY BERGER 9454 Wilshire Boulevard, 6th Floor Beverly Hills, CA 90212 Tel: (310) 271-6223 Fax: (310) 271-9805 Email: michael.berger@bankruptcypower.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jon Udoff, managing member. The Debtor listed George Magallon as its sole unsecured creditor holding a claim of $79,409. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7C257KI/33_Quincy_Avenue_LLC__cacbke-20-20260__0001.0.pdf?mcid=tGE4TAMA 381 BROADWAY REALTY: 2-Year Foreclosure Battle Ends in Chapter 11 ----------------------------------------------------------------- Akiko Matsuda of The Real Deal reports that the owner of a five-story commercial building in Tribeca has filed for bankruptcy, facing foreclosure and $23 million in debt. CTW Realty's Gary Tse owns the 18,300-square-foot building at 381 Broadway through an entity, 381 Broadway Realty, which recently filed for Chapter 11 protection with the U.S. Bankruptcy Court Southern District of New York in Manhattan. Another property owned by Tse at 55-59 Chrystie Street in Chinatown was sold in a bankruptcy auction earlier this 2020. Jeffrey Lam of Lam Generation bought the 46,000-square-foot mixed-use building in Chinatown for $28.6 million, according to public records. Tse's lenders have been trying for more than two years to foreclose on the property for default, but can't proceed currently because of the pandemic. In June 2018, Wilmington Trust, which had taken over Tse's $15 million mortgage for the Tribeca building from the original lender, Ladder Capital, sued the building owner for nonpayment, commencing the foreclosure process. And in October 2018, the $15 million loan, along with the foreclosure lawsuit, was transferred to 381 Broadway Lender, a shell company owned by Churchill Real Estate. On March 16, 2020, State Supreme Court Justice Gerald Lebovits issued an order and judgment of foreclosure of the property, allowing Churchill to proceed with the foreclosure sale for its claim of about $20 million, which included the mortgage and legal fees. But on March 20, 2020, New York went into lockdown because of the pandemic, and the state's moratorium on evictions and foreclosures went into effect. The measure has been extended through Jan. 1, 2021. According to the bankruptcy filing, Tse's 381 Broadway Realty owes $3 million to Titan Capital of Westport, Connecticut, in addition to $20 million to Churchill. About 381 Broadway Realty 381 Broadway Realty Corp. is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Company is the owner of a property located at 381 Broadway, New York, having an approximate value of $19 million. 381 Broadway Realty Corp. filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12605) on Nov. 6, 2020. In the petition signed by Alan Tantleff, authorized signatory, the Debtor disclosed $19,021,000 in total assets and $23,119,091 in total liabilities. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP, led by Kevin J. Nash, is the Debtor's counsel. AGILITI INC: S&P Affirms 'B' Issuer Credit Rating; Outlook Stable ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on health care technology company Agiliti Inc. and 'B+' secured first-lien issue level rating. The '2' recovery rating is unchanged. S&P siad, "We are also assigning a 'B+' issue-level rating and '2' recovery rating to the new tranche of first-lien debt. The estimated recovery for all first-lien debt is 70%. We assume the incremental debt to be a non-fungible new tranche, but that remains to be determined." "The stable outlook reflects our expectation that the company will generate mid-single-digit organic growth while sustaining EBITDA margins in the high-20% range, leading to adjusted debt leverage in the 5x-6x range over the next few years." "We view the proposed incremental term loan issuance as credit neutral, based on our expectation that proceeds will be used for an acquisition that will be modestly accretive to free cash flow." "Our ratings analysis has assumed that Agiliti will remain acquisitive, using proceeds from recent debt issuances to acquire a complementary business, enhancing its service offerings. Pro forma for the acquisition, we expect the transaction to modestly increase credit ratios, including leverage and free operating cash flow (FOCF) to debt, and remain in line with a 'B' rating." "We believe that the company is positioned to sustain its growth trajectory, benefitting from the proposed acquisition and organic opportunities, despite some risk of insourcing." Agiliti provides outsourced medical equipment solutions to health care facilities, including medical equipment and service staff to deal with a facility's supplemental and peak needs. S&P said, "We believe that there is growing demand for these services as health care facilities seek to address their capital-intensive businesses by utilizing outsourcing providers like Agiliti. We believe insourcing remains a key risk, as providers could choose to manage their own equipment needs. We also view competitive pressure as a risk, as evidenced by the decision by one of the company's large customers – Memorial Hermann Health Systems – to switch to a competitor instead of renewing its clinical engineering (CE) agreement. Despite this risk, we believe the company's ability to manage the vast majority of equipment items and simplify a facility's service needs encourages its customers to outsource. In the recent years Agiliti has had a track record of rapid revenue and EBITDA growth, especially supported by the CE segment, which has roughly doubled in size over the past five years." S&P expects that continuous growth in clinical engineering and on-site management, combined with disciplined capital spending, will further improve cash generation. In the past, Agiliti's reliance on a capital-intensive equipment solutions business model requiring large capital investments to support an equipment fleet was limiting its cash flow generation. Over the past few years, the company's revenue mix has shifted toward capital-lite, on-site management and CE services. This transition, combined with cost containment measures and disciplined capital spending (capex), significantly improved Agiliti's cash conversion. In 2020 S&P expects capex to increase to around $65 million-$70 million as the company supports an uptick in demand in its equipment solutions segment, driven by the COVID-19 pandemic. Going forward, S&P expects capex in a similar range, and improved cash generation as the company's growth continues to come mostly from capital-lite services. At the same time, S&P expects the company's operating profitability to modestly decline in 2021 since the margins in these capital-lite segments are lower than in the equipment rental segment. S&P expects that improved free cash flow generation should offset the negative impact of increased leverage in 2020. The company supplemented its organic growth with the acquisition of Mobile Instruments in early 2020. The company also issued $150 million of incremental debt in October 2020, and is now issuing an additional $200 million for acquisitions. S&P said, "We forecast the company's leverage ratio to be 5.9x in 2021. We also recognize that the company's equipment solutions business benefits from the disruption caused by COVID-19 as providers rely on Agiliti's equipment rental offerings to help navigate their pandemic response. Although we expect this tailwind to dissipate gradually in 2021, we believe continued growth in the business will more than offset the higher interest expense from recent debt issuances, resulting in stable free cash flow generation. We now forecast adjusted free cash flow of over $50 million in 2021. We expect leverage of about 5.9x in 2021 and to generally remain in the 5x-6x range." "The stable outlook on Agiliti reflects our expectation that its revenue will increase in the mid-single-digit percent area on new contract wins and the increased utilization of its services by existing customers. We believe the company's shift toward less capital-intensive on-site management and CE services will help it generate adjusted FOCF of over $50 million. We anticipate that Agiliti will maintain adjusted debt leverage in the 5x-6x range over the next few years and potentially use its excess cash for shareholder returns." "We could lower our rating on Agiliti if adjusted FOCF falls materially below $20 million for a sustained period. This could occur due to an unexpected loss of one or more of the company's top clients, higher-than-expected medical costs, or elevated debt arising from debt-funded dividends or acquisitions." "Although unlikely, we could raise the rating if Agiliti reduces a large portion of debt, such that debt to EBITDA falls below 5x, along with the expectation that leverage can stay at those levels. This could occur if the company reduced debt using proceeds from an initial public offering. Despite the company's recently filed Form S-1, we currently do not incorporate an IPO into our forecast due to uncertainty around the timing, size, and likelihood of success of any such transaction." AMERICAN STERLING: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: American Sterling Corporation 3151 Airway Avenue Suite A-1 Costa Mesa, CA 92626 Chapter 11 Petition Date: November 17, 2020 Court: United States Bankruptcy Court Central District of California Case No.: 20-13201 Judge: Hon. Scott C. Clarkson Debtor's Counsel: Nanette D. Sanders, Esq. RINGSTAD & SANDERS LLP 4343 Von Karman Avenue Suite 300 Newport Beach, CA 92660 Tel: 949 851-7450 Fax: 949 851-6926 Email: nanette@ringstadlaw.com Total Assets: $4,149,467 Total Liabilities: $0 The petition was signed by Robert P. Mosier, president. The Debtor stated it has no unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OAMLCYA/American_Sterling_Corporation__cacbke-20-13201__0001.0.pdf?mcid=tGE4TAMA ARCHES BUYER: Moody's Assigns B2 CFR, Outlook Stable ---------------------------------------------------- Moody's Investors Service assigned a B2 corporate family rating and a B2-PD probability of default rating to Arches Buyer Inc. Moody's also assigned a B1 rating to Ancestry's proposed senior secured credit facilities and senior secured notes, and a Caa1 rating to the company's proposed senior unsecured notes. The ratings outlook is stable. Ancestry plans to use the proceeds from the new debt to finance the leveraged buyout by Blackstone Group (NYSE: BX) including the repayment of existing debt at Ancestry.com Operations Inc. The existing ratings of Ancestry.com Operations Inc., including its B2 CFR and all associated instrument ratings, will be withdrawn upon closing of the transaction and repayment of existing debt. The ratings are subject to the deal closing as proposed and the receipt and review of the final documentation. Any further increase in debt levels from the proposed levels would likely pressure the rating given the very high closing leverage. The following ratings were assigned: Assignments: Issuer: Arches Buyer Inc. Probability of Default Rating, Assigned B2-PD Corporate Family Rating, Assigned B2 Senior Secured 1st Lien Bank Credit Facility, Assigned B1 (LGD3) Senior Secured 1st Lien Regular Bond/Debenture, Assigned B1 (LGD3) Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD6) Outlook Actions: Issuer: Arches Buyer Inc. Outlook, Stable RATINGS RATIONALE The B2 CFR reflects Ancestry's very high leverage that will further increase pro forma for the buyout transaction, aggressive financial policy and continued weakening demand for DNA kits. The credit profile is supported by a strong market position in its family history research niche and its solid cash flow and very good liquidity. Moody's expects the recently weak demand for Ancestry's DNA kits to persist, leading to total revenue declines over the next 12 to 18 months despite mid-single digit growth in the Family History business revenues. Under the new private equity ownership, Moody's expects Ancestry to maintain aggressive financial policies, as evidenced by the heavy debt burden placed on the company's balance sheet at close. Ancestry's family history website, which has nearly 3.6 million subscribers, is a steadily growing and highly profitable business that provides relatively stable cash flow with which it can service its very high debt burden (Moody's-adjusted expected FY2020 debt-to-EBITDA in the 7.5x-8x range at close) and invest in its DNA origins and DNA Health business. Moody's expects that in the absence of M&A activity or dividends, Ancestry will be able to reduce leverage to about 6.5x over the next 12-18 months driven by continued organic revenue growth in the Family History segment of at least the mid-single digit percent range. Moody's expects EBITA-to-interest coverage to remain solid, at around 2.5x-3x (including Moody's standard adjustments) over the next 12-18 months, and free cash flow in excess of $210 million, or in the range of 7-10% of gross debt. Due to the lower projected EBITDA growth relative to 2015-2018, however, delevering will be slower this time around as compared to the previous levering transaction in 2016. Ancestry's subscription business, which represented approximately 70% of the company's 2019 total revenues (estimated to approach 80% for 2020 given the decline in the DNA Origins revenue), provides earnings and cash flow stability while making the company a formidable force in the genomic industry. With DNA kits sales declining, subscriber growth will likely be impacted, but Moody's expects that upcoming product launches should support mid-single-digit percentage range subscriber growth in the Family History business, the company's largest and a highly profitable segment. The stable outlook reflects Moody's expectation that Ancestry will be able to deliver to about 6.5x (Moody's adjusted) over the next 12-18 months buoyed by a highly recurring, stable Family History revenue base and strong free cash flow. The stable outlook also incorporates Moody's expectations for low- to mid-single-digit percentage EBITDA growth on declining total revenues and FCF-to-debt in the mid-single-digit percentage range over the next 12-18 months. LIQUIDITY Moody's expects that Ancestry will maintain very good liquidity over the next 12 to 18 months supported by its healthy cash balance and free cash flow generation. Following the buy-out transaction, Moody's expects the company to be funded predominantly through internal sources, but the seasonality of the business combined with the planned cash sweeps in the first fiscal quarter may result in periodic revolver usage. Ancestry benefits from a fully available $250 million five-year revolver (undrawn at close). The proposed revolver will be subject to a springing first lien net leverage ratio in effect when utilization exceeds 35%. Moody's does not expect the covenant to spring over the next 12 months but estimates that the company would maintain at least a 30% cushion if it were triggered. Ancestry's good external liquidity and operating cash flow in excess of $210 million position it strongly to meet the company's cash needs under the pro-forma capital structure, including $18 million in term loan amortization, $45 million in capex and content purchases, and approximately $150 million in interest payments. STRUCTURAL CONSIDERATIONS The proposed first lien senior secured credit facilities ($1.8 billion term loan due 2027, $250 million revolver due 2025 and $450 million secured note due 2028) are rated B1 and reflect loss absorption in a distress scenario from the unsecured notes. The rating on the proposed $550 million of senior unsecured notes is Caa1, reflecting its junior position in the capital structure. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if business fundamentals weaken as evidenced by slowing subscriber or revenue growth, declining profitability, or if the company is unable to timely and insufficient manner reduce its cost base to offset declining revenues in its DNA business. A deterioration in liquidity or lack of meaningful progress in deleveraging such that debt-to-EBITDA is sustained above 6.5x (Moody's adjusted), or internally generated cash flows soften such that FCF-to-debt is sustained below 3%, could also lead to a downgrade. The ratings could be upgraded if Ancestry sustains mid-single-digit percentage revenue growth, debt-to-EBITDA below 4.5x, and FCF-to-debt in the high single-digits. A commitment by the ownership group to maintain conservative financial policies would also be needed. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in Lehi, UT, Ancestry is the market leader in the family history and consumer genomics industries. Proforma for the buyout, Ancestry will be majority-owned by Blackstone, with a minority ownership held by Singaporean sovereign wealth fund GIC and Ancestry's management. Ancestry generated $1.2 billion in revenue for the latest twelve months ending Sept. 30, 2020. ASCENA RETAIL: Creditors Vote to Approve Bankruptcy Plan -------------------------------------------------------- Josh Saul of Bloomberg News reports that majority of Ascena Retail Group's holders of term loans and general unsecured claims voted to approve the bankrupt retailer's reorganization plan, according to new court filing. About 97% of term loan holders and about 88% of general unsecured claim holders voted to accept the Plan, according to a declaration filed Friday, Nov. 13, 2020. A hearing on confirmation of Plan set for Nov. 23, 2020 at 10 a.m. Eastern, according to the filing. The Plan, which includes an amended Restructuring Support Agreement, now has the support of approximately 95% of Ascena's secured term lenders and is expected to significantly reduce Ascena's debt by approximately $1 billion. About Ascena Retail Group Ascena Retail Group, Inc. (Nasdaq: ASNA) is a national specialty retailer offering apparel, shoes, and accessories for women under the Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus Fashion (Lane Bryant, Catherines and Cacique), and Value Fashion (Dressbarn) segments, and for tween girls under the Kids Fashion segment (Justice). Ascena, through its retail brands, operates ecommerce websites and approximately 2,800 stores throughout the United States, Canada, and Puerto Rico. Visit http://www.ascenaretail.com/for more information. Ascena Retail reported a net loss of $661.4 million for the fiscal year ended Aug. 3, 2019, a net loss of $39.7 million for the year ended Aug. 4, 2018, and a net loss of $1.06 billion for the year ended July 29, 2017. On July 23, 2020, Ascena Retail Group and its affiliates sought Chapter 11 protection (Bankr. E.D. Va. Case No. 20-33113). As of Feb. 1, 2020, Ascena Retail had $13,690,710,379 in assets and $12,516,261,149 in total liabilities. The Hon. Kevin R. Huennekens is the case judge. The Debtors tapped Kirkland & Ellis LLP and Cooley LLP as bankruptcy counsel, Guggenheim Securities, LLC, as financial Advisor, and Alvarez and Marsal North America, LLC as restructuring advisor. Prime Clerk, LLC is the claims agent. * * * In September 2020, FullBeauty Brands Operations, LLC, won an auction to acquire Ascena's Catherines intellectual property assets for a base purchase price of $40.8 million and potential upward adjustment for certain inventory. In November 2020, Ascena won approval to to sell the intellectual property of its Justice Brand and other Justice brand assets to Justice Brand Holdings LLC, an entity formed by Bluestar Alliance LLC (a leading brand management company), for $90 million. The Company continues to operate its Ann Taylor, LOFT, Lane Bryant, and Lou & Grey brands as normal through a reduced number of retail stores and online. AUXILIUS HEAVY: $1.64M Sale of All Assets to Kachina Approved ------------------------------------------------------------- Judge James M. Carr of the U.S. Bankruptcy Court for the Southern District of Indiana authorized Auxilius Heavy Industries, LLC's sale of substantially all of its assets to Kachina Consulting, LLC for $1.65 million, on the terms of their Business Asset Purchase Agreement, dated Oct. 12, 2020 and amended on Oct. 20, 2020. The Financial Advisor conducted the sale pursuant to the Bid Procedures entered by the Court on Sept. 25, 2020. Upon the Closing, the Purchaser will take title to and possession of the Assets subject only to the Assumed Liabilities. The Assumed Liabilities will include all obligations first arising under the Assumed Lease on and after the Closing Date. Upon the Closing of the Sale, the Debtor is authorized and directed to assume and assign each Assumed Contract and Assumed Lease to the Purchaser free and clear of all Liens and Claims. The Debtor will make payment as needed to bring each Assumed Contract and Assumed Lease current as of and through the Closing Date. The Assumption Payment (if any) will (a) effect a cure of all defaults existing thereunder as of the Closing Date, (b) compensate for any actual pecuniary loss to such non-Debtor party resulting from such default, and (c) together with the assumption of the Assumed Contracts and Assumed Lease by the Purchaser, constitute adequate assurance of future performance thereof. The Purchaser will then have assumed the Assumed Contracts and Assumed Lease and, pursuant to section 365(f) of the Bankruptcy Code, the assignment by the Debtor of such Assumed Contracts and Assumed Lease will not be a default thereunder. After the Debtor payment of the Assumption Payment, neither the Debtor nor the Purchaser will have any further liabilities to the non-Debtor parties to the Assumed Contracts and Assumed Lease other than the Purchaser’s obligations under the Assumed Contracts and Assumed Lease that become due and payable on or after the Closing Date. Should an Assumed Contract or Assumed Lease be subject to any dispute from the Closing Date, the Debtor will provide the Purchaser with full and complete access to the premises, use of the equipment or other benefits, as the case may be, under such Assumed Contract or Assumed Lease, Upon the Closing and the payment of the Assumption Payment by the Debtor, the Purchaser will be deemed to be substituted for the Debtor as a party to the applicable Assumed Contracts and Assumed Lease and the Debtor will be relieved from all liability on such Assumed Contracts and Assumed Lease arising after the Closing. There will be no rent accelerations, assignment fees, increases (including advertising rates) or any other fees charged to the Purchaser as a result of the assumption and assignment of the Assumed Contracts and Assumed Lease. There will be no rent accelerations, assignment fees, increases (including advertising rates) or any other fees charged to the Purchaser as a result of the assumption and assignment of the Assumed Contracts and Assumed Lease. At the election of the Purchaser, a Certified Copy of the Order may be filed in the records of any governmental department or agency to evidence the termination of any Liens or Claims of record, and no further action will be necessary to evidence such termination. The automatic stay provisions of section 362 of the Bankruptcy Code are vacated and modified to the extent necessary to implement the terms and conditions of the Purchase Agreement and the provisions of the Order. There are no brokers involved in consummating the Sale and no brokers' commissions are due. Every employee of the Debtor who accepts an offer of employment with the Purchaser will be deemed to have been terminated by the Debtor as of the day prior to the Closing Date. Any Lien or Claim of any employee of the Debtor arising on or prior to the Closing Date, or as a result of the employment of such employee by the Debtor, or his or her termination in connection with the transactions contemplated by the Purchase Agreement, whether such employee is subsequently employed by the Purchaser or not, will be, to the extent allowed by any court of competent jurisdiction, an obligation and liability of the Debtor and its successors and not of the Purchaser. The Debtor will cooperate in making available to the Purchaser, with respect to those of its employees who are employed by the Purchaser after the Closing Date, records relating to their wages, salaries and benefits. Pursuant to, and to the extent necessary under, Bankruptcy Rules 5003, 6004(h), 6006(d), 7062, 9014, 9021 and 9022, the Court expressly finds and concludes that there is no just cause for delay in the implementation of the Order. The Order therefore will not be stayed for 14 days after its entry. Notwithstanding any provision of the Bankruptcy Code or Bankruptcy Rules to the contrary, the Order will be effective and enforceable immediately upon entry, and any stay thereof, including without limitation pursuant to Rule 6004(h) and Rule 6006(d), is abrogated. Time is of the essence in closing the transaction and parties to the Purchase Agreement will be authorized to Close the Sale as soon as possible consistent with the terms and conditions of the Purchase Agreement. There exists no just reason for delay in entering a final judgment in accordance with the foregoing, and therefore the Order will be and hereby is declared to be a final judgment, and entry as such is directed pursuant to Bankruptcy Rules 7054 and 9014. The DIP Lender has consented to the sale and, pursuant to its consent, will receive the DIP Payment from the proceeds of sale at Closing, or as soon as practicable before or thereafter, in full and complete satisfaction of any and all claims against the Debtor, its property, the Assets and the proceeds of sale of the Assets. Upon receipt of the DIP Payment from the sale proceeds, any and all liens and security interests of DIP Lender in and to any of the Debtor's property, including the Assets, will be deemed released. PFCU has consented to the sale and, pursuant to its consent, its lien will attach to the proceeds of Sale at Closing remaining after the DIP Payment, and will continue to attach to Excluded Assets. The Purchaser will only use the Debtor's customer list in a manner consistent with any policy of the Debtor prohibiting the transfer of personally identifiable information about individuals as referenced in Section 363(b)(1) of the Bankruptcy Code. Notwithstanding anything contained herein to the contrary, any transfer of the Debtor's customer list without the restriction of the preceding sentence will be subject to further Order of the Court. Except as expressly set forth in the Order, there will be no distribution of sales proceeds without further Order of the Court after notice and a hearing. In addition to payments to DIP Lender from the sales proceeds as permitted under the Order, the Debtor is authorized to pay the Assumption Payment and post-petition payables incurred in the ordinary course of business from the proceeds of sale without further Order of the Court. A copy of the Agreement is available at https://tinyurl.com/yy53kcd2 from PacerMonitor.com free of charge. About Auxilius Heavy Based in Carmel, Indiana, Auxilius Heavy Industries, LLC is a privately held company that operates in the wind industry. The company offers wind turbine services, including blade inspections and repairs, end of warranty inspections, turbine cleaning, and supplemental manning. The company serves wind farms located in the following states: California, Colorado, Illinois, Indiana, Iowa, Michigan, Nebraska, New Mexico, Texas, and Pennsylvania. It also has offices located in Los Angeles, CA; Bradfod, Illinois, and Fowler, Indiana. The company filed for chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 20-01963) on March 26, 2020, with total assets of $639,911 and total liabilities of $2,025,877. The petition was signed by Michael Kidwel, president. The Hon. James M. Carr presides over the case. The Debtor tapped KC Cohen, Lawyer, PC as its legal counsel and Sanders Tax Service as its accountant. Ken Wolff and Stan Mills of Richey, Mills & Associates, LLP serve as the Debtor's financial advisor and forensic accountant. On July 20, 2020, the Court appointed Ken Wolff of Richey, Mills & Associates, LLP, as Financial Advisor. BEASLEY BROADCAST: Posts $3.04 Million Net Income in Third Quarter ------------------------------------------------------------------ Beasley Broadcast Group, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $3.04 million on $66.11 million of net revenue for the three months ended Sept. 30, 2020, compared to a net loss of $2.72 million on $49.65 million of net revenue for the three months ended Sept. 30, 2019. For the nine months ended Sept. 30, 2020, the Company reported net income of $8.67 million on $189.46 million of net revenue compared to a net loss of $29.84 million on $137.68 million of net revenue for the same period during the prior year. As of Sept. 30, 2020, the Company had $760.06 million in total assets, $475.59 million in total liabilities, and $284.47 million in total equity. https://www.sec.gov/Archives/edgar/data/1099160/000119312520291808/d84211d10q.htm About Beasley Broadcast Group Beasley Broadcast Group, Inc. -- http://www.bbgi.com/-- owns and operates 64 stations (47 FM and 17 AM) in 15 large- and mid-size markets in the United States. Approximately 19 million consumers listen to Beasley radio stations weekly over-the-air, online and on smartphones and tablets, and millions regularly engage with the Company's brands and personalities through digital platforms such as Facebook, Twitter, text, apps and email. Beasley recently acquired a majority interest in the Overwatch League's Houston Outlaws esports team and owns BeasleyXP, a national esports content hub. * * * As reported by the TCR on April 30, 2020, S&P Global Ratings lowered the issuer credit rating on Beasley Broadcast Group Inc. to 'CCC+' from 'B'. "The negative outlook reflects our view that Beasley will need to obtain a waiver from its lenders to avoid breaching its covenants in 2020 as economic weakness from the COVID-19 outbreak reduces advertising revenue and elevates leverage. It also reflects our expectation that the company will face elevated refinancing risks over the next two to three years," S&P said. BELLEAIR RESERVE: $157.7K Sale of Pinellas County Property Approved ------------------------------------------------------------------- Judge Catherine Peek McEwen of the U.S. the U.S. Bankruptcy Court for the Middle District of Florida authorized Bellair Reserve Holdings, LLC's sale of an unimproved parcel of real property located on Sunshine Drive in Pinellas County, Florida, more particularly described as Lot 6, Block 7, together with a Portion of Lots 4 And 5, Block 7, Gnuoy Park Subdivision as Recorded in Plat Book 14, Page 60 of the Public Records of Pinellas County, Florida, to Joseph Leo Feord and Johnna Ferrens Feord for $157,650, upon the terms and conditions set forth in the Aug. 31, 2020 Contract for Purchase and Sale - 2020. A hearing on the Motion was held on Oct. 29, 2020 at 1:30 p.m. The closing agent is directed to disburse the sum of $110,355 which equals 70% of the gross sales price of $157,650 to Bayway Investment Fund, L.P., who will be responsible for distribution of Triton Ventures, LLC's percentage share thereof, in full satisfaction of it's encumbrances of record in the Public Records of Pinellas County, Florida and in full satisfaction of Triton Ventures's encumbrances of record in the Public Records of Pinellas County, Florida as to the parcel of property only. The remaining net proceeds of sale, after payment of closing costs and ad valorem taxes, will be disbursed to the Debtor. The encumbrances of the City of Tarpon Springs recorded in the Public Records of Pinellas County, Florida have been fully satisfied under the terms of the Debtor's Plan of Reorganization. All closing documents should be filed with the Court within seven days of closing, or with the next monthly operating report, whichever is earlier. The counsel for the Debtor is directed to serve a copy of the Order on interested parties who do not receive service by CM/ECF and file a proof of service within three days of entry of the Order. About Bellair Reserve Bellair Reserve Holdings, LLC sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 8:20-bk-01160-CPM) on Feb 11, 2020. In the petition signed by Torrey K. Cooper, Manager Member, the Debtor was estimated to have assets in the range of $1,000,001 to $10 million and $500,001 to $1 million in debt. The case is assigned to Judge Catherine Peek McEwen. The Debtor tapped David W. Steen, Esq., at David W. Steen, P.A., as counsel. BLACKRIDGE TECHNOLOGY: $1.6M Sale of All Assets to Yalamanchili OKd ------------------------------------------------------------------- Judge Bruce T. Beesley of the U.S. Bankruptcy Court for the District of Nevada authorized Blackridge Technology International, Inc., Blackridge Technology Holdings, Inc. and Blackridge Research Inc. to sell all or substantially all of their assets to Chowdary Yalamanchili or designee for $1.6 million. A hearing on the Motion was held on Nov. 3, 2020 at 2:00 p.m. The sale is free and clear of any and all Liens of any kind or nature whatsoever. The Buyer has not assumed and is not otherwise obligated for any of the claims against the Debtors, and the Buyer has not purchased any of the Excluded Assets as set forth in the Purchase Agreement. The stays imposed by Bankruptcy Rules 6004(h), 6006(d), and 7062 are waived, and the Order will be effective and enforceable immediately upon entry and its provisions will be self-executing. In the absence of any Person obtaining a stay pending appeal, the Debtors and the Buyer are free to close under the Purchase Agreement at any time, subject to the terms of the Purchase Agreement. The sale of the Purchased Assets to the Buyer outside of a plan of reorganization pursuant to the Purchase Agreement neither impermissibly restructures the rights of the Debtors' creditors nor impermissibly dictates the terms of a liquidating plan or plan of reorganization of the Debtors. The Transactions do not constitute a sub rosa chapter 11 plan. As soon as practicable after the Closing, the Debtors will file a report of sale in accordance with Bankruptcy Rule 6004(f)(1). A copy of the APA is available at https://tinyurl.com/yxcgzb3s from PacerMonitor.com free of charge. About Blackridge Technology International Blackridge Technology International develops, markets, and supports a family of products that provide a next-generation cybersecurity solution for protecting enterprise networks and cloud services. Blackridge Technology International filed a voluntary Chapter 11 petition (Bankr. D. Nev. Case No. 20-50314) on March 13, 2020. In the petition signed by Robert J. Graham, president, the Debtor was estimated $10 million to $50 million in both assets and liabilities. Judge Bruce T. Beesley oversees the case. Stephen R. Harris, Esq., at Harris Law Practice LLC, is the Debtor's legal counsel. The Debtor also tapped Patagonia Capital Advisors as their investment banker. BLINK CHARGING: Incurs $3.9 Million Net Loss in Third Quarter ------------------------------------------------------------- Blink Charging Co. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $3.91 million on $905,460 of total revenues for the three months ended Sept. 30, 2020, compared to a net loss of $2.62 million on $764,486 of total revenues for the three months ended Sept. 30, 2019. For the nine months ended Sept. 30, 2020, the Company reported a net loss of $9.90 million on $3.77 million of total revenues compared to a net loss of $6.75 million on $2.06 million of total revenues for the nine months ended Sept. 30, 2019. As of Sept. 30, 2020, the Company had $23.44 million in total assets, $7.20 million in total liabilities, and $16.24 million in total stockholders' equity. Management's Comments "The accelerating adoption of electric vehicles represents an enormous opportunity for EV infrastructure providers, and Blink in particular, as more and more drivers seek fast, convenient and reliable charging options. One of the key differentiators of our model is that we are the owner and operator of many of our chargers and realize an economic benefit each time a vehicle is charged at one of our owned units. We are confident that as EV adoption grows and utilization of chargers increases, we will see substantial economic returns from our owned chargers. As a leader in the EV charging space, we have been systematically expanding our footprint and growing our brand recognition by capturing premium locations and establishing strategic partnerships that promote the adoption of EV use. Importantly, these initiatives position Blink for continued growth as the EV revolution takes hold," commented Michael D. Farkas, founder and chief executive officer of Blink. "Our momentum continued during the third quarter of 2020 despite the ongoing pandemic, which included challenges with logistics, shipping delays, and a decrease in driving patterns impacting utilization. Our continued growth was demonstrated by increased revenue driven by significant increases in product sales. However, the quarter's revenue was impacted by the timing of certain orders that we now expect to be completed in the fourth quarter of 2020. We sold, deployed, or acquired 668 EV charging stations across 25 states during the quarter. Eighty-nine of these deployments were upgrades as part of our aggressive initiative to replace first-generation equipment with our state-of-the-art IQ 200 chargers, 88 of which are Blink-owned. While upgrades are optional in our host-owned model, where we can control it, we want to ensure that our best equipment is made available to drivers." "In a key development during the quarter, we announced our acquisition of BlueLA Carsharing, the EV carsharing contractor serving the City of Los Angeles. With the acquisition, we doubled the number of Blink stations in Los Angeles, a city widely acknowledged as the epicenter for EV adoption. Not only does this acquisition position us to help drive the buildout of LA's EV infrastructure, but the BlueLA carsharing program is also groundbreaking in its focus on making EV use attainable in low-income neighborhoods, and we look forward to advancing that mission. There is a significant market opportunity for this type of solution as urban centers throughout the U.S. transition to more sustainable transportation models. We believe LA can serve as our prototype for replicating EV carsharing and infrastructure programs in other cities." "We are energized by the fast-developing worldwide EV infrastructure market and by the opportunities we're seeing for our portfolio of charging solutions. We continued to make solid progress during the third quarter, expanding and upgrading our network, developing innovative technology, and growing our customer base and partnerships. With our visibility today, we believe Blink is well positioned to grow our global position as a leading provider of charging stations as worldwide demand continues to increase for effective and convenient EV infrastructure." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1429764/000149315220021359/form10-q.htm About Blink Charging Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID) f/k/a Car Charging Group Inc. -- http://www.CarCharging.com/-- is an owner/operator of electric vehicle ("EV") charging stations in the United States and a growing presence in Europe, Asia, Israel, the Caribbean, and South America. The Blink Network utilizes proprietary cloud-based software that operates, maintains, and tracks the EV charging stations connected to the network, along with the associated charging data. The Company has established key strategic partnerships to roll out adoption across numerous location types, including parking facilities, multifamily residences and condos, workplace locations, health care/medical facilities, schools and universities, airports, auto dealers, hotels, mixed-use municipal locations, parks and recreation areas, religious institutions, restaurants, retailers, stadiums, supermarkets, and transportation hubs. Marcum LLP, in New York, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 2, 2020 citing that the Company has a significant working capital deficiency, has incurred significant losses, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CBL & ASSOCIATES: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------------ Henry Hobbs, Jr., acting U.S. Trustee for Region 7, appointed a committee to represent unsecured creditors in the Chapter 11 cases of CBL & Associates Properties, Inc. and its affiliates. The committee members are: 1. Delaware Trust Company Attn: Michelle A. Dreyer 251 Little Falls Drive Wilmington, DE 19808 Tel: 302-636-5806 Email: michelle.dreyer@cscgfm.com Counsel: Pryor Cashman LLP Seth H. Lieberman, Esq. 7 Times Square New York, NY 10036-6569 Tel: 212-421-4100 Fax: 212-326-0806 Email: slieberman@pryorcashman.com 2. ERMC, LLC Attn: John Maynord 2226 Encompass Drive, Suite 116 Chattanooga, TN 37421 Tel: 423-899-2753 Fax: 423-713-9766 Email: john.maynord@ermc2.com Counsel: Thompson Hine, LLP Sean Gordon, Esq. Two Alliance Center 3560 Lenox Road, Suite 1600 Atlanta, GA 30326 Tel: 404-407-3678 Fax: 404-541-2905 Email: sean.gordon@thompsonhine.com 3. SecurAmerica, LLC Attn: John Maynord 3339 Peachtree Road, NE, Suite 1500 Atlanta, GA 30326 Tel: 423-899-2753 Fax: 423-713-9766 Email: john.maynord@ermc2.com Counsel: Thompson Hine, LLP Sean Gordon, Esq. Two Alliance Center 3560 Lenox Road, Suite 1600 Atlanta, GA 30326 Tel: 404-407-3678 Fax: 404-541-2905 Email: sean.gordon@thompsonhine.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 CBL & Associates CBL & Associates Properties, Inc. -- http://www.cblproperties.com/ -- is a self-managed, self-administered, fully integrated real estate investment trust (REIT) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers, and office properties. CBL's portfolio is comprised of 107 properties totaling 66.7 million square feet across 26 states, including 65 high-quality enclosed, outlet and open-air retail centers and 8 properties managed for third parties. It seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. CBL, CBL & Associates Limited Partnership and certain other related entities filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in Houston, Texas, on Nov. 1, 2020 (Bankr. S.D. Texas Lead Case No. 20-35226). The Debtors have tapped Weil, Gotshal & Manges LLP as their legal counsel, Moelis & Company as restructuring advisor and Berkeley Research Group, LLC as financial advisor. Epiq Corporate Restructuring, LLC is the claims agent. CECILIA B. KEMPTON: $2.5M Sale of Westhampton Property Approved --------------------------------------------------------------- Judge Alan S. Trust of the U.S. Bankruptcy Court for the Eastern District of New York authorized Cecilia B. Kempton's sale of the real property located at 28 Jagger Lane, Westhampton, New York to Yuri Shkuro for $2,495,000. The sale is free and clear of all liens, claims, and encumbrances, and other interests. All liens will attach solely to the proceeds of the Sale. The Residential Contract of Sale is approved. A certified copy of the Order may be filed with the appropriate clerk and/or recorded with the recorder to act to cancel any of the liens of record. Pursuant to Bankruptcy Rules 7062, 9014, 6004 and 6006, the Order will be effective immediately upon entry and the Debtor and the Purchaser are authorized to close the sale in accordance with the terms of the Residential Contract of Sale. The Debtor is authorized and directed to pay the lien serviced by Nationstar Mortgage, LLC, doing business as Mr. Cooper, in full on the Closing Date or within 10 days of such closing, which payment will be made as per the terms of a valid and up to date payoff letter/correspondence obtained by the Debtor from Nationstar Mortgage. A copy of the Agreement is available at https://tinyurl.com/yy98xzgk from PacerMonitor.com free of charge. About Cecilia B. Kempton Cecilia B. Kempton sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 19-78292) on Dec. 6, 2019. CHARTER NEX US: Moody's Rates New First Lien Facilities 'B2' ------------------------------------------------------------ Moody's Investors Service assigned B2 ratings to Charter NEX US, Inc.'s proposed $100 million 1st lien senior secured revolving credit facility due 2025 and $1,600 million 1st lien senior secured term loan due 2027. Moody's also affirmed Charter NEX's B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating (PDR). The B2 ratings on the company's existing $100 million 1st lien senior secured revolving credit facility due 2022, $640 million 1st lien senior secured term loan due 2024 and $675 million 1st lien senior secured term loan due 2024 were also affirmed and will be withdrawn at the close of the transaction. The company is also issuing $500.0 million 8-year senior unsecured PIK toggle notes due 2028 as part of the transaction, which will not be rated by Moody's. The outlook is stable. On Nov. 9, 2020, Charter NEX announced the company was undertaking a recapitalization transaction. Proceeds from the transaction, along with excess cash, will be used to fund a dividend to shareholders, refinance existing debt and to pay associated transaction fees and expenses. The affirmation of the B3 CFR reflects Moody's expectation that credit metrics will benefit from some high margin new business and management's pledge to direct free cash flow to debt reduction over the next 18 months. Moody's expects debt to LTM EBITDA to decrease to 6.5x by the end of 2021 from 7.7x on Oct. 4, 2020 pro forma for the proposed transaction. Free cash flow to debt is expected to remain good at in excess of 3.0%, also by the end of 2021. Additionally, Charter NEX is expected to have full availability under the proposed new $100 million revolver and significant cushion under the proposed covenants at the close of the transaction. The stable outlook reflects Moody's expectation of a significant improvement in credit metrics from high margin new business and the dedication of free cash flow to debt reduction. The ratings are subject to the receipt and review of the final documentation. Assignments: Issuer: Charter NEX US, Inc. Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) Senior Secured 1st Lien Revolving Credit Facility, Assigned B2 (LGD3) Affirmations: Issuer: Charter NEX US, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured 1st Lien Revolving Credit Facility, Affirmed B2 (LGD3) Senior Secured 1st Lien Term Loan, Affirmed B2 (LGD3) Outlook Actions: Issuer: Charter NEX US, Inc. Outlook, Remains Stable RATINGS RATIONALE Weaknesses in Charter NEX's credit profile includes the company's customer concentration of sales and a lack of long-term contracts with customers (lowers switching costs). The company operates in the fragmented and competitive packaging industry which makes it necessary to make significant investments in its asset base periodically to maintain its high margins. Charter NEX generates 14% of revenue from cyclical end markets (industrial). The company has lengthy lags on its raw material cost passthroughs with some customers leaving it exposed to changes in volumes before costs can be passed through. Charter NEX generates 32% of revenue from its top ten customers and has aggressive financial policies. Strengths in the company's credit profile include high exposure to relatively stable end markets including food, consumer and healthcare. In addition, the company has exposure to the faster-growing e-commerce end market. Charter NEX also has a significant percentage of higher margin, technically complex products and continues to invest in capacity to produce more. The company has many blue-chip customers which adds stability to revenue. Governance risks are heightened given Charter NEX's private equity ownership. This carries the risk of an aggressive financial policy, which could continue to include debt-funded acquisitions or additional dividends. The proposed transaction includes a debt-financed dividend that significantly increases leverage and the company has undertaken a debt-financed acquisition under the current sponsor. Charter NEX's good liquidity position is supported by Moody's expectation of good free cash flow and full availability under the proposed $100 million revolver which expires in 2025. The credit facilities will be subject to a springing maximum net first lien leverage covenant when more than 35% of the revolver commitment is utilized. The initial level of the covenant is expected to be set with a 35% cushion. There are no financial maintenance covenants on the term loan. Term loan amortization is 1.0% annually. There is no significant seasonality to working capital needs. The next debt maturity is the revolver in 2025. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The rating could be downgraded if there is any deterioration in credit metrics, liquidity or the competitive environment. Additionally, acquisitions that alter the company's business and operating profile, significant debt-financed acquisitions or shareholder distributions may also prompt a downgrade. Specifically, the ratings could be downgraded if: -- Adjusted debt to EBITDA is above 6.5x -- EBITDA to interest expense declines below 2.5x -- Free cash flow to debt is below 1.0% The rating could be upgraded if Charter NEX sustainably improves credit metrics within the context of stability in the competitive environment. The company will also need to maintain good liquidity and adopt more conservative financial policies. The company would also need to adequately maintain its asset base to support its high margins. Specifically, the ratings could be upgraded if: -- Debt to EBITDA is below 5.75x -- EBITDA to interest expense is over 3.5x -- Free cash flow to debt is over 4.0% Charter NEX US, Inc., headquartered in Milton, Wisconsin, is a producer of specialty polyethylene films primarily for food and consumer products, industrial and medical applications. The primary raw material used is various polyethylene resins. Revenue for the 12 months ended Oct. 4, 2020 was $948 million. Approximately 94.0% of revenue is generated in the U.S., 4.0% in Canada and the remainder in Europe and Asia. Charter NEX has been majority-owned by Leonard Green & Partners L.P. since May 2017, with Oak Hill Capital Partners holding a minority stake in the company. The company does not publicly disclose financial information. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers Methodology published in September 2020. COBRA PIPELINE: Unsecureds to Recover 12% in Plan ------------------------------------------------- Cobra Pipeline Co., Ltd., submitted a Plan and a Disclosure Statement. Stephen G. Rigo, an experienced oil and gas professional who had performed consulting and brokerage work for Cobra in the past, took over the executive functions of Cobra in late July 2020. Working closely with Cobra’s regulatory counsel at Kravitz Brown & Dortch, Mr. Rigo and Cobra’s managers formulated a new tariff which was filed with the PUCO on September 18, 2020 The Tariff filed on September 18 has been structured to provide enough income to bring Cobra away from negative earnings and back into positive territory. Provided that the Tariff meets with acceptance from the PUCO, Cobra will be able to use the proceeds to pay all of its priority tax debt, all of its bank debt, and a substantial amount of its unsecured debt. In fact, total payments to creditors under the Plan total $4,483,557. Under the Plan, the Class I Secured Claim of Huntington National Bank totaling $1,868,554 is impaired. The creditor may recover 100% of its claims. The secured claim of Huntington National Bank will be paid in full, with interest at the rate of 4.5% per annum in 72 monthly installments, commencing on the later of the 28th day of the calendar month during which the Effective Date of the Plan occurs, or March 28th, 2021. The Class II Secured Claim of Wuliger & Wuliger estimated to be allowed in the amount of $133,745 is impaired. The creditor may recover 53.8% of its claim. Pursuant to the terms of a negotiated settlement, the secured claim of Wuliger & Wuliger will be paid in 72 monthly installments of 1,000.00 each, without interest, commencing on the 15th day of the first month following the occurrence of the Effective Date. Class IV General Unsecured Creditors with claims estimated to total $7,552,815 are impaired. The unsecured creditors may recover 12% of their claims. The claims, to the extent that they are allowed claims, will be paid in monthly installments commencing during the 25th month following the Effective Date and ending during the 72nd month following the Effective Date. The percentage dividend paid to each creditor holding a General Unsecured Claim will depend on the resolution of a disputed unsecured claim filed in the amount of more than $2,000,000, but the Debtor estimates that the dividend will be at 12.5% of the amount of each unsecured claim. Class V Interests of Pre-petition Equity Holders are impaired. The existing equity interests of the Debtor's Members will be cancelled on the effective Date of the Plan. A full-text copy of the Disclosure Statement dated September 19, 2020, is available at https://tinyurl.com/yynqbrxg from PacerMonitor.com at no charge. Counsel for the Debtor: Thomas W. Coffey Coffey Law LLC 2430 Tremont Avenue Cleveland, OH 44113 Tel: (216) 870-8866 E-mail: tcoffey@tcoffeylaw.com About Cobra Pipeline Cobra Pipeline Co., Ltd., owns and operates a natural gas transmission pipeline in Ohio. The pipeline extends from the Northern region through the Southern region of the state, passing through 16 counties in total. Its operations are regulated by the Public Utilities Commission of Ohio. The pipeline and its associated equipment is an aging technology, and parts of the pipeline are now more than 100 years old. Cobra was formed in 2005 by Richard M. Osborne and purchased the pipeline and commenced operations in 2008. Cobra Pipeline Co filed for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 19-15961) on Sept. 25, 2019 in Cleveland, Ohio. In the petition signed by Jessica Carothers, general manager, the Debtor was estimated to have assets of at least $50,000, and liabilities of between $10 million and $50 million as of the petition date. Judge Arthur I. Harris oversees the case. Coffey Law LLC is the Debtor's counsel. The Office of the U.S. Trustee on Nov. 18, 2019, disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case. COMCAR INDUSTRIES: C&D Logistics Buying 1989 Fruehauf for $2.2K --------------------------------------------------------------- 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 1989 Fruehauf, Unit Number A23110, as set forth in the Bill of Sale (Exhibit A), to C&D Logistics for $2,200, 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 low value assets to the Purchaser. The total selling price for the Sale to the Purchaser is $2,200, 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 Nov. 18, 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 & Company, Inc., at https://www.donlinrecano.com/Comcar. A copy of the Exhibit A is available at https://tinyurl.com/y3e765rq 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 Heilx Super Jet for $2.2K ----------------------------------------------------------------- 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 1995 Heilx Super Jet Tanker, Unit Number A23998, VIN 1HLS5M7B3S7T03733, as set forth in the Bill of Sale (Exhibit A), to C&D Logistics for $2,200, 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 low value assets to the Purchaser. The total selling price for the Sale to the Purchaser is $2,200, 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 Nov. 18, 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 & Company, Inc., at https://www.donlinrecano.com/Comcar. A copy of the Exhibit A is available at https://tinyurl.com/y2b52bpx 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: Megamix/Kater Buying Low Value Assets for $1K ---------------------------------------------------------------- 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 set forth in the Bill of Sale (Exhibit A) to Megamix/Kater Corp. for $1,000, 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 low value assets to the Purchaser. The total selling price for the Sale to the Purchaser is $1,000, 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 Nov. 18, 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 & Company, Inc., at https://www.donlinrecano.com/Comcar. A copy of the Exhibit A is available at https://tinyurl.com/y2euh62h 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: Megamix/Kater Buying Trailer Tank for $500 ------------------------------------------------------------- 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 1982 Penske Trailer Tank, Unit Number A23561, as set forth in the Bill of Sale (Exhibit A), to Megamix/Kater Corp. for $500, 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 low value assets to the Purchaser. The total selling price for the Sale to the Purchaser is $500, 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 Nov. 18, 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 & Company, Inc., at https://www.donlinrecano.com/Comcar. A copy of the Exhibit A is available at https://tinyurl.com/y5mwo5ck 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: Woody's Buying 1992 Oshkosh Dray Van for $1.5K ----------------------------------------------------------------- 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 1992 Oshkosh Dray Van, Unit Number A22026, VIN 4MLV15324NB697025, as set forth in the Bill of Sale (Exhibit A), to Woody's Truck Sales for $1,500, 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 low value assets to the Purchaser. The total selling price for the Sale to the Purchaser is $1,500, 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 Nov. 18, 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 & Company, Inc., at https://www.donlinrecano.com/Comcar. A copy of the Exhibit A is available at https://tinyurl.com/yxqomua8 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. CONTAINER STORE: Moody's Rates New $200MM Loan B2, Outlook Stable ----------------------------------------------------------------- Moody's Investors Service changed The Container Store, Inc.'s outlook to stable from negative. Concurrently, Moody's assigned a B2 rating to the company's proposed $200 million senior secured term loan. Moody's also affirmed the B2 corporate family rating, B2-PD probability of default rating and B2 rating on the existing first lien term loan. The speculative-grade liquidity rating remains SGL-2. Proceeds from the proposed $200 million term loan due 2026 and balance sheet cash will be used to refinance the company's existing $247 million outstanding amount term loan due 2023 and pay for fees and expenses. The Container Store also plans to refinance its $100 million asset-based revolving credit facility with a new $100 million ABL due 2025, which will remain undrawn at close. The change in outlook to stable from negative reflects the significant improvement in the company's performance in Q2 2021 and Moody's expectation for continued growth over the next several quarters. The change in outlook also reflects the reduction in outstanding debt and maturity extension as a result of the refinancing transaction. The CFR and PDR affirmations reflect Moody's view that while the company's moderate leverage positions the ratings well in the B2 category, its operating performance has been driven in a significant measure by current strong consumer demand in the home goods category and partnerships with the Home Edit and KonMari media. A potential reversal in these factors could have a significant negative impact on earnings and credit metrics. Moody's took the following rating actions for The Container Store, Inc.: Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Secured Bank Credit Facility due 2026, Assigned B2 (LGD3) Senior Secured Bank Credit Facility due 2023, Affirmed B2 (LGD4) Outlook, Changed to Stable from Negative RATINGS RATIONALE The Container Store's B2 CFR is constrained by the company's small scale, narrow focus on the niche, cyclical home storage and organization sector, as well as intense competition from better-capitalized peers and the need for continued investment to sustain revenue growth. The credit profile also reflects some level of governance risk related to the majority ownership by private equity firm Leonard Green & Partners, L.P., although the company has reduced debt over the past several years. At the same time, the company's moderate leverage positions the ratings well in the B2 category. As of Sept. 26, 2020, and pro-forma for the refinancing transaction, Moody's-adjusted debt/EBITDA will be at 3.2 times and EBIT/interest expense will be 1.6 times. In addition, the credit profile benefits from The Container Store's recognized brand name and its value proposition supported by a highly trained sales force and a sizeable offering of exclusive and proprietary products, in particular custom closets. The rating is also supported by the company's good liquidity profile. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company sustains solid operating performance for an extended period after demand normalizes. An upgrade would require continued good liquidity and conservative financial strategies, including control by public shareholders and a leverage target in line with a B1 corporate family rating. Quantitatively, the ratings could be upgraded if debt/EBITDA is sustained below 4.0x and EBITA/interest expense rises to 2.0x. The ratings could be downgraded if earnings or liquidity declines for any reason. Quantitatively, ratings could be downgraded if debt/EBITDA is sustained above 5.5x or EBIT/interest approaches 1.4x. The term loan credit facility is expected to have a maximum leverage financial maintenance covenant of 4.25x through the quarter ending June 2021 and 4.0x thereafter. It is expected to contain covenant flexibility for transactions that could adversely affect creditors, including an incremental facility capacity of the greater of $50 million-plus an amount up to 2.5x senior secured leverage. The proposed terms and the final terms of the credit agreement can be materially different. The Container Store, Inc., is a retailer of storage and organization products in the United States and Europe. The company operates in the United States through its 93 specialty retail stores and website, and in Europe through its wholly-owned Swedish subsidiary, Elfa International AB (Elfa). Net revenue for the latest twelve-month period ended Sept. 26, 2020 was approximately $870 million. The company is publicly traded since the 2013 IPO but remains majority-owned by funds affiliated with Leonard Green & Partners, L.P. The principal methodology used in these ratings was Retail Industry published in May 2018. ENTERPRISE CHARTER: Fitch Affirms B+ Rating on $6.355MM Rev. Bonds ------------------------------------------------------------------ Fitch Ratings has affirmed the following revenue bonds issued by the Buffalo and Erie County Industrial Land Development Corporation (NY) on behalf of the Enterprise Charter School (NY) at 'B+': -- $6,355,000 revenue bonds (Enterprise Charter School Project), series 2011A. In addition, Fitch has affirmed Enterprise Charter School's Issuer Default Rating (IDR) at 'B+'. The Rating Outlook on the revenue bond and IDR is Stable. SECURITY The bonds are secured by a pledge of the gross revenues of ECS, a first mortgage lien on the school's facilities, assignment of rents and leases receivable, and a cash-funded debt service reserve fund sized to maximum annual debt service (MADS). ANALYTICAL CONCLUSION The 'B+' IDR and revenue bond ratings are driven by the asymmetric risk related to concerns about the school's ability to retain its charter. The current two-year term follows a history of short-term charter renewals, with six consecutive charter renewals for periods between one and three years. The school's financial performance could support a higher rating; it has been stable over the last several years and reflects stable enrollment at the authorized capacity and prudent budget management. KEY RATING DRIVERS Revenue Defensibility -- Midrange: The midrange assessment reflects ECS's history of stable enrollment and strong waitlist, offset by weak academic performance compared with both local public-school district and state averages. Operating Risk -- Midrange: Fitch believes ECS has midrange flexibility to vary costs with enrollment shifts and expects fixed carrying costs for debt service and pension contributions to remain moderate. Financial Profile -- 'bbb': ECS's leverage metrics are consistent with a 'bbb' assessment in Fitch's forward-looking rating case. Asymmetric Additional Risk Considerations: Charter renewal risk -- ECS's current two-year charter term, which is less than the standard five-year renewal term and even the typical short-term renewal (three years), follows a history of short renewal terms. Fitch views the short-term renewal as an asymmetric risk as a deficiency in meeting performance and academic benchmark targets/indicators set forth by the Board of Regents raises the risk of school charter nonrenewal. ESG - Factors: Enterprise Charter School has an ESG Relevance Score of '4' for Group Structure due to the risk associated with a short charter renewal term, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- A five-year charter renewal during the current renewal period. -- Maintenance of positive financial trends and stable to improving enrollment. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- The loss of the school's charter. -- A decline in per-pupil funding that is more significant than what Fitch currently anticipates in its stress case scenario, without additional offsetting expenditure measures taken by the school; -- A sustained decline in enrollment that reduce revenues and weakens the financial condition of the school. -- An increase in net debt to CFADS above 12.0x in Fitch's stress case. CREDIT PROFILE Enterprise Charter School opened in 2003 in the city of Buffalo, NY. It currently serves 405 students in grades K-8. ECS is authorized by the Buffalo Public School (BPS) district, under the New York State Board of Regents, and has had its charter renewed six times to date, albeit for varying durations. Its current charter was renewed in 2019 for a two-year term, expiring on June 30, 2021. The short renewal was due to continued deficiencies in meeting academic performance benchmark/indicators. CURRENT DEVELOPMENTS Sector-Wide Coronavirus Implications The outbreak of coronavirus and related government containment measures worldwide has created an uncertain global environment for U.S. state and local governments and related entities. Fitch's ratings are forward-looking in nature, and Fitch will monitor the severity and duration of the budgetary impact on state and local governments and incorporate revised expectations for future performance and assessment of key risks. While the initial phase of economic recovery has been faster than expected, GDP in the U.S. is projected to remain below its 4Q19 level until at least 4Q21. In its baseline scenario, Fitch assumes continued strong GDP growth in 3Q20 followed by a slower recovery trajectory from 4Q20 onward amid persisting social distancing behavior and restrictions, high unemployment and a further pullback in private-sector investment. Enterprise Charter School Coronavirus Update Following the statewide school closure order in March, the ECS transitioned to a fully remote learning environment, utilizing management learning systems to assist in delivering instructional content to its students. ECS also provided devices on one-to-one basis for all students and provided hot spots to students without internet availability. ECS opened the 2020-2021 academic year in a remote learning environment, building off what the school implemented in the spring and adding additional remote learning resources for their students. ECS ended fiscal 2020 favorably, with a surplus of approximately $240,000 versus approximately $27,000 budgeted. The positive variance to budget was largely a result of above budgeted private grant revenue and lower employee benefit expenditures. The school's fiscal 2021 budget reflects a slight surplus of $15,000 and assumes a 2% reduction in state aid and increased expenditures related to classroom supplies. The budgeted revenue loss and expenditure increase is expected to be offset by funds ECS is eligible from the Elementary and Secondary School Emergency Relief (ESSER) Education Stabilization Fund ($212,000). The school also received $746,000 in a Paycheck Protection Program loan, which the school expects to be forgiven. The 2021 budget does not assume the additional Paycheck Protection Program funds, providing some additional flexibility in the budget if needed. Management reports that liquidity remains sound, with approximately $6.5 million in unrestricted cash available (approximately 397 days cash on hand) as of Sept. 30, 2020. Revenue Defensibility ECS's midrange revenue defensibility is driven by a history of enrollment at capacity and strong demand flexibility, offset by academic performance below district and statewide averages. Typical of the charter school sector, revenue defensibility is limited by the inability to control pricing as the school's main revenue source is derived from per pupil revenue from the state. ECS's academic results are below local school district averages and very weak when compared with statewide results. Despite the weaker academic performance, ECS has had solid demand and a strong enrollment history as it maintains a strong community presence and relationships in the Buffalo area. The school's enrollment has consistently been at the charter authorized capacity (405) during the last 13 academic years. Demand is further evidenced by a historically strong waitlist. The ultimate impact of the coronavirus pandemic on school funding is ongoing and is likely to be to be affected as coronavirus mitigation efforts continue to impact state revenues. Over the longer term, Fitch expects per-pupil funding to grow at approximately the rate of inflation. Operating Risk Fitch considers ECS's operating risk profile to be midrange, based on the school's moderate fixed carrying costs and the flexibility to control other expenditures. ECS has well-identified cost drivers that have some potential volatility. Management's strong degree of control in managing its workforce costs, which are not governed by collective bargaining agreements, contributes to adequate expenditure flexibility. However, there are limitations on the ability to reduce teacher headcount, since doing so could impair already weak academic performance, potentially reducing student demand and increasing costs. Fitch recognizes that management can control salaries and reduce some other costs in a recessionary period, supporting the midrange operating risk assessment. ECS's fixed carrying costs for maximum annual debt service (MADS) and pension contributions are moderate at approximately 15% of 2020 expenditures. The school participates in two state-sponsored cost-sharing multiple employees defined benefit pension plans, the New York State Teachers' Retirement System (TRS) and New York State and Local Employees' Retirement System (ERS). Required pension contributions were 4.2% of expenditures in fiscal 2020, slightly below the school's five-year average of 5.3%. MADS represented approximately 10.3% of fiscal 2020 expenditures. Fitch expects carrying costs to remain in the moderate range, given strong New York State pension funding practices and natural expenditure growth. In FY 2021, the school's budget includes approximately $245,000 in capex, mainly associated with technology that is necessary for remote learning. Financial Profile ECS's leverage is consistent with a 'bbb' assessment given the school's midrange revenue defensibility and operating risk assessments. The 'bbb' financial profile assessment reflects ECS's metrics in Fitch's rating case scenario. Fitch's leverage metrics include the principal amount outstanding on ECS's debt and Fitch-calculated net pension liability (NPL). Fitch estimates the school's NPL for each the TRS and ERS plan by allocating a portion of each plan's Fitch-adjusted net liability using a ratio of ECS's annual contributions relative to the total contribution for each plan. The Fitch-adjusted NPL assumes a 6% discount rate, which is lower than both plans' reported discount rates. Fitch excluded the paycheck protection program loan in its leverage metrics as management anticipates the principal amount to be forgiven as the school reports maintaining compliance with program requirements. Fiscal 2020 net debt to cash flow available for debt service (CFADS) was approximately 3.0x, down from 4.7x in fiscal 2017. While the full effect of the coronavirus pandemic on school funding and enrollment is not clear at this time, Fitch's three-year base case assumes state per-pupil revenues will decline by 2%, in line with the current reductions announced by the state, with limited growth over the near term; that the schools' enrollment levels remain stable during the scenario period; and that the school will offset the decline in revenues with expenditure adjustments. In addition, Fitch anticipates cash-funding of the school's budgeted capital expenditures for 2021 ($245,000), rather than borrowing. Over the three-year base case scenario, BCCS's coverage and liquidity metrics remain in line with 2020 levels and leverage metrics continue to improve. Fitch's stress case utilizes the Fitch Analytical Stress Test Model - State & Local Governments (FAST) to determine the impact of a typical recession on revenues assuming constant enrollment. As referenced in the current developments section, Fitch has revised the FAST GDP and CPI parameter inputs to align with the most recent changes to Fitch's company-wide common scenarios. While the output derived from FAST is not a forecast, it does provide estimates of possible revenue behavior in a downturn, based on historical performance. As such, Fitch has incorporated FAST results, along with analytical judgment, to develop the stress case. The stress case incorporates a higher revenue decline in year one than the base case, reflecting a steeper decline in per-pupil funding, as well as 0% growth in year two, followed by marginal growth in year three. Fitch assumes the school will take similar, although slightly larger, expenditure measures to offset the revenue decline. In addition, Fitch assumes the school's budgeted capital expenditures for 2021 ($245,000) are funded with cash. In this scenario, leverage and liquidity metrics also remain consistent with a 'bbb' financial profile assessment. Fitch notes that the scenario does not include funds the school received through the Paycheck Protection Program (PPP), which is available to use in the upcoming 2021 school year for eligible expenses. This amount totals $746,000, or approximately 26% of the school's annual salary expense in 2020. As of November, management reports that it has been in compliance with the program requirements and as a result, expect the loan to be forgiven. Including this amount in year one of the scenario would result in a much lower base and rating case overall revenue assumption and corresponding metrics -- providing additional budgetary flexibility than what is currently assumed in the base and rating case. Asymmetric Additional Risk Considerations Fitch views the unusually short, two-year charter renewal as an asymmetric risk. The short renewal is due to a deficiency in meeting performance and academic benchmark targets/indicators set forth by the Board of Regents. Fitch believes this level of concern by the authorizer indicates a heightened risk of school closure. ECS's charter was most recently renewed in May 2019 for a term beginning on July 1, 2019 and ending June 30, 2021. The current two-year charter term follows a history of short-term renewals at ECS; the school has not been granted a standard full five-year renewal term since its initial charter authorization in 2003. During the most recent renewal period, and consistent with prior periods, the Board of Regents noted that ECS continues to fall below Buffalo Public School District and State averages for both ELA and Math for all students. The Board of Regent's Charter School Performance Framework and Charter renewal policy considers increases in student academic achievement for all groups of students as the most important factor when determining renewal. The most recent renewal was based on assessment proficiency outcomes during the 2017-2018 academic year and the prior two years. For the school's 2021 charter renewal, the Board of Regents Performance Framework will assess student performance based on academic results in the 2018-2019 and 2019-2020 school years. Actual results for 2018-2019 were mixed, with ELA proficiency scores declining and math improving marginally. However, the school's New York State Every Student Succeeds Act (ESSA) accountability status for 2018-19 improved to 'Good Standing' from 'Priority School' in the prior year. ECS has submitted their charter renewal application to the authorizer and will conduct site visits in early 2021. The school anticipates receiving the state's findings on the charter renewal in late spring. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS Enterprise Charter School (NY): Group Structure: 4 Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. EXIDE TECHNOLOGIES: Agency Fails to Meet Lead Cleanup Deadline -------------------------------------------------------------- Emily C. Dooley of Bloomberg Law reports that California's toxics agency will miss a June 2021 deadline to remove lead from 3,200 properties near a Los Angeles battery recycling site, and has yet to set a timeline to clean up an additional 4,600 sites. Work restrictions related to the coronavirus, the loss of a contractor, and other issues have slowed down the pace of remediation, according to the state auditor and the toxics agency. "Things are getting pushed out further and further, so that's a significant concern," state auditor Elaine Howle said during a hearing Monday, November 9, 2020, before the Joint Legislative Audit and Assembly Environmental Safety and Toxic Materials. About Exide Technologies LLC Exide Technologies LLC was founded in 1888 and headquartered in Milton, Georgia, Exide. It is a stored electrical energy solutions company and a producer and recycler of lead-acid batteries. Across the globe, Exide batteries power cars, boats, heavy duty vehicles, golf carts, powersports, and lawn and garden applications. Its network power solutions deliver energy to vast telecommunication networks in need of uninterrupted power supply. Exide Technologies first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002, and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013 and emerged from bankruptcy in 2015. In the 2013 case, Exide tapped Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant. The official creditors committee retained Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co-counsel, and Zolfo Cooper, LLC served as its bankruptcy consultants and financial advisors. Exide Holdings, Inc., and its affiliates, including Exide Technologies LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11157) on May 19, 2020. Exide Holdings was estimated to have $500 million to $1 billion in assets and $1 billion to $10 billion in liabilities. In the newest Chapter 11 case, Weil, Gotshal & Manges LLP is serving as legal counsel to Exide, Houlihan Lokey is serving as investment banker, and Ankura is serving as financial advisor. Richards, Layton & Finger, P.A., is the local counsel. Prime Clerk LLC is the claims agent, maintaining the page https://cases.primeclerk.com/Exide2020/ FRANCESCA'S HOLDINGS: May End Up in Chapter 11, to Close 140 Stores ------------------------------------------------------------------- Kellie Ell of WWD reports that the women's apparel, accessories and footwear retailer, Francesca's Holdings Corp., revealed plans Nov. 16, 2020, to close about 140 stores by Jan. 30. 2020. Francesca's Holdings Corp., parent company to Francesca's, is also exploring ways to optimize its business -- and hasn't ruled out bankruptcy as an option. "There can be no assurance that the company will be able improve its financial position and liquidity, complete a refinancing, raise additional capital or successfully restructure its indebtedness and liabilities," the company wrote in a Securities and Exchange Commission filing Monday. "If the company is unable to raise sufficient additional capital to continue to fund operations and pay its obligations, the company will likely need to seek a restructuring under the protection of applicable bankruptcy laws. The company's strategic plans are not yet finalized and are subject to numerous uncertainties, including negotiations with creditors and investors and conditions in the credit and capital markets." The news comes after months of losses. The Houston-based firm lost $17.2 million in the most recent quarter, compared with earnings of $1.8 million a year earlier. Meanwhile, shares of Francesca's Holdings Corp., which were trading down more than 33 percent during Monday's trading session, are down nearly 83 percent year-over-year. In September 2020, Francesca's, which has about 700 stores across 47 states, hired FTI Capital Advisors to pursue "available strategic alternatives." The specialty retailer is now anticipating impairment charges in the range of $29 million to $33 million for the store closures. Francesca's is just one of many firms to reveal store closures in recent years. Since the start of the pandemic, several big retailers — including J. Crew, Neiman Marcus, J.C. Penney and Tailored Brands — have filed for Chapter 11 bankruptcy protection, with most of them now out of bankruptcy under new ownership. About Francesca's Holdings Francesca's Holdings Corporation -- http://www.francescas.com/-- is a specialty retailer which operates a nationwide-chain of boutiques providing customers a unique, fun and personalized shopping experience. The merchandise assortment is a diverse and balanced mix of apparel, jewelry, accessories and gifts. Today, francesca's operates approximately 702 boutiques in 47 states and the District of Columbia and also serves its customers through http://www.francescas.com/ Francesca's reported a net loss of $25.02 million for the fiscal year ended Feb. 1, 2020, compared to a net loss of $40.94 million for the fiscal year ended Feb. 2, 2019. Ernst & Young LLP, in Houston, Texas, the Company's auditor since 2010, issued a "going concern" qualification in its report dated May 1, 2020, citing that the COVID-19 pandemic has caused a material adverse effect on the Company's sales, results of operations, and cash flows, and the Company has stated that substantial doubt exists about its ability to continue as a going concern. GEMINI HDPE: S&P Places BB' Debt Rating on CreditWatch Negative --------------------------------------------------------------- S&P Global Ratings placed its 'BB' issue-level rating on Gemini HDPE LLC on CreditWatch with negative implications to reflect the rating on Ineos Group Holdings S.A. (INEOS), parent of revenue counterparty INEOS Gemini HDPE Holding Co. LLC (INEOS HoldCo). Gemini HDPE LLC (Gemini or the project) is a high-density polyethylene (HDPE) facility located in La Porte, Texas. The project produces a wide range of HDPE products but primarily focuses on bimodal-grade HDPE with superior properties allowing usage in applications that command a price premium over commodity-HDPE grades. Gemini sells the HDPE products in the North American market. HDPE is known for its strength, durability, and malleability, making it suitable in the production of plastic bottles, trash bags, and pipelines. The facility produces two grades of film, which are largely used for packaging applications. It produces one grade of pipe, which is mainly used for water and gas transmission applications. Gemini is a 50-50 joint venture between INEOS AG and Sasol Ltd. via wholly owned indirect subsidiaries INEOS Gemini HDPE Holding Co. LLC (INEOS HoldCo) and Sasol Chemicals North America LLC (Sasol CNA) (collectively, the sponsors). The long-term tolling arrangement with INEOS HoldCo and Sasol CNA provides predictable cash flows regardless of commodity prices, operational performance, and market demand for HDPE products. The tolling fee is structured to cover fixed and/or variable operating costs and mandatory debt service (even under force majeure conditions). Although the tolling guarantees provided by the respective parents, INEOS Group Holdings S.A. and Sasol Ltd., offer lender protection, the value of each guarantee is linked directly to the creditworthiness of the respective guarantor. S&P's rating on Gemini is primarily linked to the lowest credit quality of either Ineos Group Holdings S.A. or Sasol Financing Pty Ltd., a subsidiary of Sasol Ltd., because each of these entities guarantees on a several, but not joint basis, 50% of Gemini's debt service and all other obligations. On July 1, 2020, S&P placed its ratings on INEOS Group Holdings S.A. on CreditWatch with negative implications, following an announcement by INEOS Styrolution of its intention to acquire BP's global aromatics and acetyls business, which is expected to increase leverage across its group holding companies. "Following the CreditWatch placement on the rating on INEOS, INEOS' credit quality is the weakest of the project's guarantors, which is now reflected in the rating on Gemini. Therefore, our rating and the CreditWatch placement reflect those on INEOS," S&P said. "The CreditWatch placement reflects that we could lower the rating on the project's senior secured debt by at least one notch, following a similar action on INEOS Group Holdings S.A., guarantor to the revenue counterparty," the rating agency said. GENERAL CANNABIS: Incurs $574K Net Loss in Third Quarter -------------------------------------------------------- General Cannabis Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $574,460 on $1.58 million of total revenues for the three months ended Sept. 30, 2020, compared to a net loss of $2.25 million on $862,931 of total revenues for the three months ended Sept. 30, 2019. For the nine months ended Sept. 30, 2020, the Company reported a net loss of $4.53 million on $4.98 million of total revenues compared to a net loss of $9.66 million on $2.48 million of total revenues for the same period during the prior year. As of Sept. 30, 2020, the Company had $8.23 million in total assets, $9.15 million in total liabilities, and a total stockholders' deficit of $922,855. As of Sept. 30, 2020, the Company's cash balance of approximately $0.7 million is not sufficient to absorb its operating losses and repay its notes payable of $2.3 million, of which $1.7 million is short-term. The warrants associated with this debt, if exercised in cash, would provide sufficient funds to retire the debt; however, there is no guarantee that these warrants will be exercised in cash or at all. "Our ability to continue as a going concern is dependent upon our generating profitable operations in the future and/or obtaining the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management believes that (a) we will be successful obtaining additional capital and (b) actions presently being taken to further implement our business plan and generate additional revenues provide opportunity for the Company to continue as a going concern. While we believe in the viability of our strategy to generate additional revenues and our ability to raise additional funds, there can be no assurances that we will be successful in such efforts. Accordingly, there is substantial doubt about our ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1477009/000155837020013716/cann-20200930x10q.htm About General Cannabis Corp Headquartered in Denver, Colorado, General Cannabis Corp -- http://www.generalcann.com-- provides services to the cannabis industry. The company is a trusted partner to the cultivation, production and retail sides of the cannabis business. It achieves this through a combination of strong operating divisions, capital investments and real estate. General Cannabis reported a net loss of $12.46 million for the year ended Dec. 31, 2019, compared to a net loss of $16.97 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $8.41 million in total assets, $12.18 million in total liabilities, and a total stockholders' deficit of $3.77 million. Marcum LLP, in Melville, NY, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 14, 2020, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. GN PLUMBING: Unsec. Creditors Will Get Not Less Than 50% in Plan ---------------------------------------------------------------- GN Plumbing Corp submitted a Second Amended Plan of Reorganization. The Plan proposes to pay creditors from the cash flow from the operations of the Debtor's business. The Class 4 Secured Claim filed by Chrysler Capital is impaired. To the extent that the Debtor is obligated to cure any monetary defaults prior to reinstatement of a Class 4 debt, the Holder of a Class 4 Claim will have 30 days from the Effective Date to assert such claim against the Debtor by filing a proof of claim (or amended proof of claim) with the Bankruptcy Court. The Class 5 Everest Business Funding secured claim is impaired. These claims are disallowed under the Amended Plan, and all collateral otherwise securing this claim shall be owned by the Debtor free and clear of all liens, claims, and encumbrances being asserted by Everest. Class 6 Kalamata Capital Group LLC secured claim is impaired. These claims are disallowed under the Amended Plan, and all collateral otherwise securing this claim shall be owned by the Debtor free and clear of all liens, claims, and encumbrances. Class 7 Ford Motor Credit Company, LLC claim is impaired. Ford asserts a secured claim (Claim No. 14) in the amount of $24,498.91 secured by a 2016 Ford F-250. The Debtor shall reinstate and reaffirm this secured debt and shall continue paying Ford in accordance with the reinstated loan documents, unless otherwise agreed to by the Debtor and Ford. Unless otherwise agreed to by the Debtor and Ford, or by separate order of this Court, the Debtor shall adopt the stated cure amount identified in Ford's proof of claim in the sum of $934.60. The Debtor will satisfy the Cure Claim over the course of Sixty (60) months, in addition to the regular monthly payments that will be due under the loan documents. Class 8 Truist Bank f/k/a SunTrust Bank claim is impaired. Sun Trust asserts a secured claim (Claim No. 3) in the amount of $30,590.41, secured by a 2016 Ford F-250. The Debtor shall reinstate and reaffirm this secured debt and shall continue paying Sun Trust in accordance with the reinstated loan documents, unless otherwise agreed to by the Debtor and SunTrust. Unless otherwise agreed to by the Debtor and SunTrust, or by separate order of this Court, the Debtor shall adopt the stated cure amount identified in SunTrust's proof of claim in the sum of $2,334.27.The Debtor will satisfy the Cure Claim over the course of Sixty (60) months, in addition to the regular monthly payments that will be due under the loan documents. Class 9 Americredit Financial Services, Inc. d/b/a GM Financial is impaired. GM filed two (2) secured proofs of claim in this case: * Proof of Claim No. 4: GM asserts a secured claim in the amount of $24,543.89 secured by a 2017 Chevrolet Silverado 2500H. The Debtor shall reinstate and reaffirm this secured debt and shall continue paying GM in accordance with the reinstated loan documents, unless otherwise agreed to by the Debtor and GM. * Proof of Claim No. 6: GM asserts a secured claim in the amount of $10,296.00 secured by a 2016 Chevrolet Silverado 1500. The Debtor shall reinstate and reaffirm this secured debt and shall continue paying GM in accordance with the reinstated loan documents, unless otherwise agreed to by the Debtor and GM. Unless otherwise agreed to by the Debtor and GM, or by separate order of this Court, the Debtor shall adopt the stated cure amount identified in GM's proofs of claim in the sum of $1,860.04 (claim 4) and $412.98 (claim 6). The Debtor will satisfy the Cure Claim over the course of Sixty (60) months, in addition to the regular monthly payments that will be due under the loan documents. Class 10 Wells Fargo Bank N.A. d/b/a Wells Fargo Auto claim is impaired. Wells Fargo asserts a secured claim (Claim No. 11) in the amount of $10,239.18 secured by a 2016 Chevrolet Silverado 2500HD. The Debtor shall reinstate and reaffirm this secured debt and shall continue paying Wells Fargo in accordance with the reinstated loan documents, unless otherwise agreed to by the Debtor and Wells Fargo. Unless otherwise agreed to by the Debtor and Wells Fargo, or by separate order of this Court, the Debtor shall adopt the stated cure amount identified in Wells Fargo's proof of claim in the sum of $1,909.56. The Debtor will satisfy the Cure Claim over the course of Sixty (60) months, in addition to the regular monthly payments that will be due under the loan documents. Class 11 Ally Bank claims are impaired. Ally filed seven (7) secured proofs of claim in this case: * Proof of Claim No. 16: Ally asserts a secured claim in the amount of $23,370.85 secured by a 2017 Chevrolet Silverado 2500H, with a VIN Number ending in 6637. The Debtor shall reinstate and reaffirm this secured debt and shall continue paying Ally in accordance with the reinstated loan documents, unless otherwise agreed to by the Debtor and Ally. * Proof of Claim No. 17: Ally asserts a secured claim in the amount of $24,751.62 secured by a 2017 Chevrolet Silverado, with a VIN Number ending in 2342. The Debtor shall reinstate and reaffirm this secured debt and shall continue paying Ally in accordance with the reinstated loan documents, unless otherwise agreed to by the Debtor and Ally. * Proof of Claim No. 18: Ally asserts a secured claim in the amount of $24,799.06 secured by a 2017 Chevrolet Silverado, with a VIN Number ending in 2129. The Debtor shall reinstate and reaffirm this secured debt and shall continue paying Ally in accordance with the reinstated loan documents, unless otherwise agreed to by the Debtor and Ally. * Proof of Claim No. 19: Ally asserts a secured claim in the amount of $18,161.26 secured by a 2017 Chevrolet Silverado, with a VIN Number ending in 4059. The Debtor shall reinstate and reaffirm this secured debt and shall continue paying Ally in accordance with the reinstated loan documents, unless otherwise agreed to by the Debtor and Ally. * Proof of Claim No. 20: Ally asserts a secured claim in the amount of $18,745.87 secured by a 2016 Chevrolet Silverado, with a VIN Number ending in 9224. The Debtor shall reinstate and reaffirm this secured debt and shall continue paying Ally in accordance with the reinstated loan documents, unless otherwise agreed to by the Debtor and Ally. * Proof of Claim No. 21: Ally asserts a secured claim in the amount of $21,352.99 secured by a 2017 Chevrolet Silverado, with a VIN Number ending in 5499. The Debtor shall reinstate and reaffirm this secured debt and shall continue paying Ally in accordance with the reinstated loan documents, unless otherwise agreed to by the Debtor and Ally. * Proof of Claim No. 22: Ally asserts a secured claim in the amount of $26,892.97 secured by a 2017 Chevrolet Silverado, with a VIN Number ending in 51154. The Debtor shall reinstate and reaffirm this secured debt and shall continue paying Ally in accordance with the reinstated loan documents, unless otherwise agreed to by the Debtor and Ally. The Debtor will satisfy the Cure Claim over the course of Sixty (60) months, in addition to the regular monthly payments that will be due under the loan documents. The Class 12 Great American Financial Services, a/k/a Wacker Neuson Finance, claim is impaired. Wacker asserts a secured claim (Claim No. 5) in the amount of $46,161.88 secured by certain construction equipment identified in the secured claim. The Debtor shall reinstate and reaffirm this secured debt and shall continue paying Wacker in accordance with the reinstated loan documents, unless otherwise agreed to by the Debtor and Wacker. Unless otherwise agreed to by the Debtor and Wacker, or by separate order of this Court, the Debtor shall adopt the stated cure amount identified in Wacker's proof of claim in the sum of $17,970.42. The Debtor will satisfy the Cure Claim over the course of Sixty (60) months, in addition to the regular monthly payments that will be due under the loan documents. The Class 13 Bluevine Capital Inc. claim is impaired. To the extent that the Class 13 claim, or a portion thereof, is allowed as a secured claim, the Debtor shall issue a secured promissory note to Bluevine that will provide for repayment of the allowed secured claim over a ten (10) year term, with interest accruing at three percent (3%) per annum. The Class 14 CAN Capital, Inc. claim is impaired. To the extent that the Class 14 claim, or a portion thereof, is allowed as a secured claim, the Debtor shall issue a secured promissory note to CAN. that will provide for repayment of the allowed secured claim over a ten (10) year term, with interest accruing at three percent (3%) per annum. Class 15 Priority Claims are impaired. This Class consists of all priority unsecured claims other than the priority claim held by the IRS (which is being treated as a Class 3 claim). The holders of an allowed Class 15 claim shall receive a One Hundred percent (100%) distribution on their allowed claim. The distribution shall be made from the Debtor's net income over Sixty (60) months. Class 16 General Unsecured Claims are impaired. The holders of allowed Class 16 claims shall receive a pro-rata distribution of the Debtor's Net income over 60 months. The Debtor estimates, based on its projections, that holders of allowed Class 16 claims will receive a distribution that will be no less than 50 percent of their allowed claims. A full-text copy of the Second Amended Plan of Reorganization dated September 21, 2020, is available at https://tinyurl.com/y5vjfrfo from PacerMonitor.com at no charge. Counsel for GN Plumbing Corp: MICHAEL R. DAL LAGO CHRISTIAN GARRETT HAMAN DAL LAGO LAW 999 Vanderbilt Beach Road Suite 200 Naples, FL 34108 Telephone: (239) 571-6877 Email: mike@dallagolaw.com Email: chaman@dallagolaw.com About GN Plumbing GN Plumbing Corp., is a Fort Myers, Florida-based plumbing contractor that provides leak detection, water testing, and drainage systems installation services, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-01652) on Feb. 26, 2020. The petition was signed by Larry G. Ireland, III, its president. At the time of the filing, the Debtor disclosed assets of $0 to $50,000 and liabilities of $1 million to $10 million. Judge Caryl E. Delano oversees the case. The Debtor tapped Dal Lago Law as its counsel. GREATBATCH LTD: Moody's Affirms B1 CFR, Outlook Positive -------------------------------------------------------- Moody's Investors Service affirmed Greatbatch Ltd.'s (a wholly-owned subsidiary of Integer Holdings Corporation) B1 Corporate Family Rating, B2-PD Probability of Default Rating and B1 rating on its senior secured debt. The company's Speculative Grade Liquidity rating is unchanged at SGL-2. The outlook is positive. The rating affirmations reflect Moody's expectation that the company's business volumes will gradually recover in the next 4 quarters after experiencing the worst impact of coronavirus pandemic in the third quarter of 2020. The company has generated positive free cash flow even when the business volume was down, and Moody's expects this trend to continue. The positive outlook reflects Moody's expectation that the company will continue to deliver such that debt/EBITDA will approach 3.5 times by the end of 2021. Greatbatch has consistently reduced its net debt in the last 3 years. The company's SGL-2 Speculative Grade Liquidity rating reflects Moody's expectations that the company will generate $50-$60 million of free cash flow in the next year. The company's liquidity profile is tempered by the limited maturity profile for its term loans and revolver, all expiring in October 2022. Ratings affirmed: Issuer: Greatbatch Ltd. Corporate Family Rating at B1 $200 million senior secured first lien revolving credit facility expiring in 2022 at B1 (LGD3) $277 million senior secured first lien term loan A due 2022 at B1 (LGD3) $563 million senior secured first lien term loan B due 2022 at B1 (LGD3) Probability of Default Rating at B2-PD Outlook action: Issuer: Greatbatch Ltd. Outlook remains positive Speculative Grade Liquidity rating remains unchanged at SGL-2 RATINGS RATIONALE Greatbatch's B1 CFR reflects its moderate scale and high dependence on a small group of very large customers (~50% of fiscal 2019 revenues came from the top 3 customers). This risk is somewhat mitigated by the company's long-standing customer relationships and solid customer retention rates. The significant breadth and diversity of products manufactured for each of these customer programs help alleviate exposure to delayed launches or slowdowns in sales related to specific products or segments. The CFR is constrained by the temporary impact of coronavirus outbreak, constant cost reduction efforts at the company's customers and the possibility of debt-funded bolt-on acquisitions. The company's debt/EBITDA increased from 3.2x at the end of 2019 to 4.4x at the end of September 2020, primarily due to the impact of the coronavirus pandemic. However, the company's earnings will likely stabilize going forward and Moody's expects that the leverage will approach 3.5x in the next 12-18 months. The company's ratings benefit from its solid market position in the highly fragmented medical device outsourcing sector and the stickiness of its business relationships due to very high switching costs. The rating also benefits from Moody's expectations the company will reduce its financial leverage in the next 12-18 months bringing down its debt/EBITDA in the low to mid three times range. The coronavirus outbreak, the government measures put in place to contain it, and the weak global economic outlook continue to disrupt economies and credit markets across sectors and regions. Moody's analysis has considered the effect on the performance of the corporate assets from the current weak U.S. economic activity and a gradual recovery for the coming months. Although economic recovery is underway, it is tenuous and its continuation will be closely tied to the containment of the virus. As a result, the degree of uncertainty around Moody's forecasts is unusually high. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The company's B2-PD Probability of Default Rating, one notch lower than the B1 Corporate Family Rating, reflects the existence of only senior secured first-lien debt with customary covenant protection in the capital structure. Historically, firms with only first lien bank debt in their capital structures have experienced higher-than-average recovery rates. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company sustains debt/EBITDA below 3.5 times while managing its customer concentration risk effectively. Given that the company's debt will become current in October 2022, the company is actively evaluating the capital structure and will need to have a refinancing plan before Moody's will consider a rating upgrade. The ratings could be downgraded if the company's liquidity deteriorates, earnings fail to improve, or its financial policies become more aggressive. A loss of key customer/contract(s) can also lead to a rating downgrade. Quantitatively, ratings could be lowered if debt/EBITDA is sustained above 4.5 times. Headquartered in Plano, Texas, Integer Holdings Corporation (the parent of Greatbatch Ltd.) performs medical device outsourcing and contract manufacturing services, primarily for companies within the medical device industry. The company provides technologies and manufacturing contract services to medical device original equipment manufacturers in cardiac, neuromodulation, vascular markets. Revenues for fiscal 2019 were approximately $1.3 billion. The principal methodology used in these ratings was Medical Product and Device Industry published in June 2017. GREATER BLESSED: Dec. 14 Plan & Disclosure Hearing Set ------------------------------------------------------ Debtor Greater Blessed Assurance Apostolic Temple Inc. filed with the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, an Amended Disclosure Statement and Amended Plan. On November 6, 2020, Judge Karen S. Jennemann conditionally approved the Amended Disclosure Statement and ordered that: * Dec. 14, 2020 at 10:00 a.m. in Courtroom A, Sixth Floor, of the United States Bankruptcy Court, 400 West Washington Street, Orlando, Florida is the hearing by video via ZOOM to consider the disclosure statement and to conduct a confirmation hearing. * Creditors and other parties in interest shall file with the clerk their written acceptances or rejections of the plan (ballots) no later than seven days before the date of the Confirmation Hearing. * Debtor's counsel shall file a ballot tabulation no later than two days before the date of the Confirmation Hearing. * No later than 28 days before the Confirmation Hearing, Debtor's counsel shall serve by mail the solicitation package upon all creditors and parties in interest. A full-text copy of the order dated November 6, 2020, is available at https://tinyurl.com/y2jr5y3v from PacerMonitor at no charge. About Greater Blessed Assurance Apolostic Temple, Inc. Greater Blessed Assurance Apostolic Temple Inc., is a not-for-profit eleemosynary institution under Florida law in 1996, originated in 1988 as an informal Bible study group in the home of the present Pastor and Bishop in Rockledge, Florida. In 1999, Greater Blessed bought the church occupied by the Rockledge Church of the Nazarenes at 1009 South Fiske Boulevard, Rockledge, Florida. Greater Blessed also runs a school maintaining enrollment of around 25 student or greater per year. Greater Blessed Assurance Apostolic Temple Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 20-00148) on Jan. 10, 2020, disclosing under $1 million in both assets and liabilities. The Debtor hired David Marshall Brown, P.A., as counsel. GREATER BLESSED: Third World Says Plan Not Feasible --------------------------------------------------- Third World Missions, Inc., filed an objection to the Disclosure Statement and Chapter 11 Plan filed by Greater Blessed Assurance Apostolic Temple Inc. Prepetition, Third World loaned funds to the Debtor for the purchase of property. The Debtor's Plan proposes to pay Third World's claim with a 25-year amortization at an interest rate of 2.6%2 with a 10-year balloon payment and no prepayment penalty. The Debtor's sources of income are tithes and offerings from the church (which account for roughly 1/3 of Debtor's income) and state funded "scholarships" for its school. Third World objects to Debtor's Plan based on the terms of the Court's September 9, 2020 Order, because the Plan is not feasible, because an impaired class of claims has not approved the Plan, and because the Plan and this bankruptcy case have not been filed in good faith. Third World avers that: * The Debtor's bank statements and reports are fraught with transfers and payments that are solely for the benefit Bishop Jones, his wife, his two sons, his brother-in-law, his sister, and other close friends and relatives. * The Debtor's failure to maintain adequate books or records makes it impossible to determine if Debtor can be reorganized. * From the limited records Debtor did provide, it is apparent that Bishop Jones and his family utilize Debtor's funds as their own and receive substantial benefits from Debtor that are not properly accounted for. * The Debtor's Plan is not feasible as Debtor cannot sustain a mortgage payment as has been evidenced since the inception of the Loan. * Since May 21, 2012, Debtor's goal has been to stall and delay the foreclosure, and more recently, attempt to attack Third World in an apparent attempt to invalidate or limit its obligation to repay the Loan. * The Debtor's monthly operating reports establish the Plan is not feasible, even at the inadequate terms presented by Debtor. * If the Plan were confirmed, it is almost a certainty that it would result in a further reorganization or liquidation of Debtor. * The Debtor's Plan, and this entire bankruptcy case, have not been brought this Court in good faith. Co-Counsel for Third World Missions, Inc.: Ryan Williams, Esq. COASTAL LAW GROUP 105 Solana Road, Suite C Ponte Vedra Beach, FL 32082 E-mail: service@lawpvb.com Tel: (904) 930-4100 About Greater Blessed Assurance Apolostic Temple, Inc. Greater Blessed Assurance Apostolic Temple Inc., is a not-for-profit eleemosynary institution under Florida law in 1996, originated in 1988 as an informal Bible study group in the home of the present Pastor and Bishop in Rockledge, Florida. In 1999, Greater Blessed bought the church occupied by the Rockledge Church of the Nazarenes at 1009 South Fiske Boulevard, Rockledge, Florida. Greater Blessed also runs a school maintaining enrollment of around 25 student or greater per year. Greater Blessed Assurance Apostolic Temple Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 20-00148) on Jan. 10, 2020, disclosing under $1 million in both assets and liabilities. The Debtor hired David Marshall Brown, P.A., as counsel. GREATER BLESSED: Unsecureds to Be Paid in Full in 5 Years --------------------------------------------------------- Debtor Greater Blessed Assurance Apostolic Temple, Inc., filed and Amended Plan of Reorganization and a corresponding Amended Disclosure Statement on October 30, 2020. The Bankruptcy Court has, by Sept. 9, 2020, Order Partially Sustaining and Partially Overruling Debtor's Third Amended Objection to Claim 4-3 of Third World Missions, Inc., preliminarily establishing the claim of Third World as of the Petition Date at $511,425.89, with post-petition interest to accrue at $88.44 per diem from the Petition Date. Calculating 339 days from the Petition Date to the continued Confirmation Date of December 14, 2020, the allowed estimated claim for confirmation purposes is $546,407.05. The allowed preliminary claim of Third World of $541,407.05 will be amortized over 30 years at 5.25% interest, with an equal monthly payment of $2,989.67 commencing 30 days after the Confirmation Date, or such date as the Court Orders. The Debtor will maintain its current hazard and liability insurance on the Subject Property, but will amend to the extent that Third World is added as a Certificate Holder for notice purposes should the Debtor default on said insurance, which default shall be an event of default, if not corrected within 15 days of any Notice of Default. Class 2 unsecured claims are impaired. Unsecured claims will be paid over time, in full over a five-year period. A full-text copy of the Amended Disclosure Statement dated October 30, 2020, is available at https://tinyurl.com/y3vh7wvv from PacerMonitor at no charge. Counsel for the Debtor: David Marshall Brown, Esq. DAVID MARSHALL BROWN, P.A. 6078 Tower Road Tallassee, Tennessee 37878 Tel: (865) 984-9780 E-mail: DavidBrownFLL@gmail.com About Greater Blessed Assurance Apolostic Temple, Inc. Greater Blessed Assurance Apostolic Temple Inc., is a not-for-profit eleemosynary institution under Florida law in 1996, originated in 1988 as an informal Bible study group in the home of the present Pastor and Bishop in Rockledge, Florida. In 1999, Greater Blessed bought the church occupied by the Rockledge Church of the Nazarenes at 1009 South Fiske Boulevard, Rockledge, Florida. Greater Blessed also runs a school maintaining enrollment of around 25 student or greater per year. Greater Blessed Assurance Apostolic Temple Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 20-00148) on Jan. 10, 2020, disclosing under $1 million in both assets and liabilities. The Debtor hired David Marshall Brown, P.A., as counsel. GULFPORT ENERGY: Files for Chapter 11 Bankruptcy Protection ----------------------------------------------------------- Sourav D of Financial World reports that Gulfport Energy Corp., the Oklahoma City-based natgas explorer and producer, which has interest pay out over its debts due on October 15, 2020, November 1, 2020 and November 15, 2020, had filed Chapter 11 bankruptcy protection in a US Bankruptcy court in Houston, Texas, late on Friday, November 14, 2020, marking up the latest in a string of major US energy producers which had to seek court protection amid a double whammy of a multi-year low crude oil and natgas futures' prices alongside possibilities of a potential demand crunch in a near-term outlook as a pandemic resurgence in Europe and the United States had stoked frets of a sharp decline in fuel demands. In point of fact, following its filing for a chapter 11 bankruptcy protection, the Oklahoma-based natgas producer, Gulfport was quoted saying in a statement that it had already secured a stark sum of $262.5 million in so-called debtor-in-possession financing under a revolving credit facility agreement, an amount that a bankrupted firm could access, if it is required to stay operational during bankruptcy proceeding, while Gulfport had also added that about $105 million from the aforementioned amount would be made available upon court approval. Gulfport secures $262.5 million in financing In actuality, latest move from the Oklahoma City-headquartered American natgas giant came against a corrosive backdrop for US crude oil and natgas industry which had witnessed a perilous plunge this year, partly due to a supply glut following a price war over market share in April 2020 alongside a historic nosedive of crude oil futures over frets of global oil demand due to an ongoing global-scale pandemic outbreak. Nonetheless, according to Gulfport statement released late on Saturday, the American natural gas mogul had also added that it had been expecting to erase about $1.25 billion worth of funded debts as a part of its restructuring plan, while the company had also been forced to trim its annual cash interest expenses. On top of that, Gulfport's November 15, 2020's statement had also been quoted saying that the company had received commitments from its existing lenders to proffer a $580 million following emergence from its Chapter 11 bankruptcy. About Gulfport Energy Corp. Gulfport Energy Corporation (NASDAQ: GPOR) -- http://www.gulfportenergy.com-- is an independent natural gas and oil company focused on the exploration and development of natural gas and oil properties in North America and a producer of natural gas in the contiguous United States. Headquartered in Oklahoma City, Gulfport holds significant acreage positions in the Utica Shale of Eastern Ohio and the SCOOP Woodford and SCOOP Springer plays in Oklahoma. In addition, Gulfport holds non-core assets that include an approximately 22% equity interest in Mammoth Energy Services, Inc. (NASDAQ: TUSK) and has a position in the Alberta Oil Sands in Canada through its 25% interest in Grizzly Oil Sands ULC. Gulfport Energy reported net loss of $2.0 billion for the year ended Dec. 31, 2019 as compared to net income of $430.6 million for the year ended Dec. 31, 2018. As of June 30, 2020, Gulfport had $2.58 billion in total assets, $2.35 billion in total liabilities, and $231.34 million in total stockholders' equity. As of Sept. 30, 2020, Gulfport had $2,375,559,000 in assets and $2,520,336,000 in liabilities. Gulfport Energy Corporation and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35562) on Nov. 13, 2020. The Hon. David R. Jones is the case judge. The Debtors tapped KIRKLAND & ELLIS LLP as general bankruptcy counsel; JACKSON WALKER L.L.P. as local bankruptcy counsel; ALVAREZ & MARSAL NORTH AMERICA, LLC as restructuring advisor; and PERELLA WEINBERG PARTNERS L.P. and TUDOR, PICKERING, HOLT & CO. as financial advisor. PRICEWATERHOUSECOOPERS LLP is the tax services provider. EPIQ CORPORATE RESTRUCTURING, LLC, is the claims agent. WACHTELL, LIPTON, ROSEN & KATZ is counsel for the Special Committee of Gulfport Energy's Board of Directors of Gulfport Energy Corporation and CHILMARK PARTNERS is the financial advisor. KATTEN MUCHIN ROSENMAN LLP is counsel for the Special Committee of the Governing Body of each Debtor other than Gulfport Energy Corporation, and M-III PARTNERS, LP is the financial advisor. HEAVEN'S LANDING: Gets OK to Hire Metro Valuation as Appraiser -------------------------------------------------------------- Heaven's Landing, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Metro Valuation Services, Inc. as its real estate appraiser. The firm will conduct an appraisal of the property owned by Debtor and the property owned by Heaven's Landing Development, LLC, that secures a loan that Debtor has guaranteed. The fee for the appraisal is $6,000. Should testimony be required, Metro Valuation will charge on an hourly basis. The rate for Metro President David Griffin's time in preparing and testifying is $350 per hour while the rate for individuals assisting him is $100 per hour. Mr. Griffin disclosed in court filings that he does not represent interests adverse to Debtor or its estate. Metro can be reached through: David B. Griffin, MAI, SRA Metro Valuation Services, Inc. d/b/a Metro Appraisals 135 Maple Street NW Gainesville, GA 30501 Phone: 770-534-0384 About Heaven's Landing Heaven's Landing, LLC -- https://www.heavenslanding.com/ - operates a mountain estate airpark in Clayton, Georgia. Heaven's Landing is a 635-acre gated community surrounded by thousands of acres of National Forest. The aviation centerpiece of Heaven's Landing is a 5,069-foot paved concrete runway with pilot-controlled lighting and a GPS approach. The runway is designed to accommodate most any private plane, but is exclusively used by community members and guests only. Heaven's Landing filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-21350) on Oct. 4, 2020. The petition was signed by Michael J. Ciochetti, president and general manager. At the time of the filing, the Debtor disclosed estimated assets of $1 million to $10 million and estimated liabilities of $500,000 to $1 million. Kelley & Clements LLP serves as the Debtor's legal counsel. HIGHLAND CAPITAL: Acis Says It Will Reject Plan Absent Changes -------------------------------------------------------------- Acis Capital Management, L.P. ("Acis LP") and Acis Capital Management GP, LLC object to the motion of Debtor Highland Capital Management, L.P. for Entry of an Order Approving the Adequacy of the Disclosure Statement. On October 20, 2020, the Creditors Committee filed the Committee Objection. Absent material changes to the Plan, as described by the Committee Objection, Acis will not vote in favor of the current version of Plan for the reasons set forth in the Committee Objection. Acis objects to the Disclosure Statement Motion, as the Plan is patently unconfirmable due the Plan's releases, exculpations, and injunctions. Acis further objects to the Disclosure Statement Motion because the Disclosure Statement does not comply with 11 U.S.C. Sec. 1125, as further described by the Objections. A full-text copy of Acis' objection to the Disclosure Statement dated October 20, 2020, is available at https://tinyurl.com/y2zdnjvu from PacerMonitor at no charge. Counsel for Acis: Rakhee V. Patel Annmarie Chiarello WINSTEAD PC 500 Winstead Building 2728 N. Harwood Street Dallas, Texas 75201 Telephone: (214) 745-5400 Facsimile: (214) 745-5390 E-mail: rpatel@winstead.com achiarello@winstead.com - and - Brian P. Shaw ROGGE DUNN GROUP, PC 500 N. Akard Street, Suite 1900 Dallas, Texas 75201 Telephone: (214) 888-5000 Facsimile: (214) 220-3833 E-mail: shaw@roggedunngroup.com About Highland Capital Management Highland Capital Management LP was founded by James Dondero and Mark Okada in Dallas in 1993. Highland Capital is the world's largest non-bank buyer of leveraged loans in 2007. It also manages collateralized loan obligations. In March 2007, it raised $1 billion to buy distressed loans. Collateralized loan obligations are created by bundling together loans and repackaging them into new securities. Highland Capital Management, L.P., sought Chapter 11 protection (Bank. D. Del. Case No. 19-12239) on Oct. 16, 2019. Highland was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. On Dec. 4, 2019, the case was transferred to the U.S. Bankruptcy Court for the Northern District of Texas and was assigned a new case number (Bank. N.D. Tex. Case No. 19-34054). Judge Stacey G. C. Jernigan is the case judge. The Debtor's counsel is James E, O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP. Foley & Lardner LLP, as special Texas counsel. Kurtzman Carson Consultants LLC is the claims and noticing agent. Development Specialists Inc. CEO Bradley Sharp as a financial adviser and restructuring officer. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Oct. 29, 2019. The committee tapped Sidley Austin LLP as bankruptcy counsel; Young Conaway Stargatt & Taylor LLP as co-counsel with Sidley Austin; and FTI Consulting, Inc. as financial advisor. HIGHLAND CAPITAL: Creditors Committee Says Plan 'Fatally Flawed' ---------------------------------------------------------------- The official committee of unsecured creditors of debtor Highland Capital Management, L.P., objects to the Debtor's Motion for Entry of an Order Approving the Adequacy of the Disclosure Statement. The Committee believes that the Plan described in the Disclosure Statement is fatally flawed because it would release claims of the Debtor without any evidence that such a release and settlement is fair and equitable or in the best interest of the estate, and it contains exculpation and injunction provisions forbidden by law in contravention of section 1129(a)(3). The Committee claims that the Debtor Release is not only overbroad but also is simply unjustifiable as a matter of law, and the Plan therefore cannot and must not include the Debtor Release. The Committee states that Plan also contains improper and unjustified overly broad exculpation and injunction provisions that are inconsistent with the Bankruptcy Code and violate Fifth Circuit law. The Committee points out that the Debtor has unfortunately determined to press forward with a plan the Committee does not support. In other words, the creditors in this case are the primary, if not sole, beneficiaries under the Plan and the Plan must reflect that reality. The Committee asserts that the Debtor has designed the Plan to treat Retained Employee Claims as fully reinstated as of the Effective Date. This is in contrast to Unpaid Employee Claims, which will be paid out at 75% under the current Plan construction. The Committee's disapproval of the Plan should be considered an important factor in a creditor's determination of whether to support the Plan, and therefore the Disclosure Statement should mention (more than once) that the Committee does not support the Plan, and afford such statement the same prominence that the statement Debtor's suggestion to approve the Plan is afforded. A full-text copy of the Committee's objection to the Disclosure Statement dated October 20, 2020, is available at https://tinyurl.com/y46yz9s6 from PacerMonitor at no charge. Counsel for the Official Committee of Unsecured Creditors: SIDLEY AUSTIN LLP Penny P. Reid Paige Holden Montgomery Juliana L. Hoffman 2021 McKinney Avenue, Suite 2000 Dallas, Texas 74201 Telephone: (214) 981-3300 Facsimile: (214) 981-3400 - and - Matthew A. Clemente Dennis M. Twomey Alyssa Russell One South Dearborn Street Chicago, Illinois 60603 Telephone: (312) 853-7000 Facsimile: (312) 853-7036 About Highland Capital Management Highland Capital Management LP was founded by James Dondero and Mark Okada in Dallas in 1993. Highland Capital is the world's largest non-bank buyer of leveraged loans in 2007. It also manages collateralized loan obligations. In March 2007, it raised $1 billion to buy distressed loans. Collateralized loan obligations are created by bundling together loans and repackaging them into new securities. Highland Capital Management, L.P., sought Chapter 11 protection (Bank. D. Del. Case No. 19-12239) on Oct. 16, 2019. Highland was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. On Dec. 4, 2019, the case was transferred to the U.S. Bankruptcy Court for the Northern District of Texas and was assigned a new case number (Bank. N.D. Tex. Case No. 19-34054). Judge Stacey G. C. Jernigan is the case judge. The Debtor's counsel is James E, O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP. Foley & Lardner LLP, as special Texas counsel. Kurtzman Carson Consultants LLC is the claims and noticing agent. Development Specialists Inc. CEO Bradley Sharp as a financial adviser and restructuring officer. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Oct. 29, 2019. The committee tapped Sidley Austin LLP as bankruptcy counsel; Young Conaway Stargatt & Taylor LLP as co-counsel with Sidley Austin; and FTI Consulting, Inc. as financial advisor. HIGHLAND CAPITAL: Nov. 23 Hearing on Disclosure Statement --------------------------------------------------------- On Oct. 27, 2020, the Court held a hearing on the Highland Capital Management, L.P.'s Disclosure Statement. At the conclusion of the Initial Disclosure Statement Hearing, the Court announced that it was continuing the hearing on the Disclosure Statement to Monday, November 23, 2020 at 1:30 p.m. (prevailing Central Time). The Continued Disclosure Statement Hearing will take place before The Honorable Stacy G. C. Jernigan, United States Bankruptcy Judge, at the United States Bankruptcy Court for the Northern District of Texas (Dallas), Earle Cabell Federal Building, 1100 Commerce Street, 14th Floor, Courtroom No. 1, Dallas, Texas 75242-1496. Any party wishing to object, or otherwise respond, to the Disclosure Statement (as amended) must file its objection or response with the Court on or before 5:00 p.m. (prevailing Central Time) on Thursday, November 19, 2020. Counsel for the Debtor: Jeffrey N. Pomerantz Ira D. Kharasch Gregory V. Demo PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Blvd., 13th Floor Los Angeles, CA 90067 Telephone: (310) 277-6910 Facsimile: (310) 201-0760 Melissa S. Hayward Zachery Z. Annable HAYWARD & ASSOCIATES PLLC 10501 N. Central Expy, Ste. 106 Dallas, Texas 75231 Tel: (972) 755-7100 Fax: (972) 755-7110 MHayward@HaywardFirm.com ZAnnable@HaywardFirm.com About Highland Capital Management Highland Capital Management LP was founded by James Dondero and Mark Okada in Dallas in 1993. Highland Capital is the world's largest non-bank buyer of leveraged loans in 2007. It also manages collateralized loan obligations. In March 2007, it raised $1 billion to buy distressed loans. Collateralized loan obligations are created by bundling together loans and repackaging them into new securities. Highland Capital Management, L.P., sought Chapter 11 protection (Bank. D. Del. Case No. 19-12239) on Oct. 16, 2019. Highland was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. On Dec. 4, 2019, the case was transferred to the U.S. Bankruptcy Court for the Northern District of Texas and was assigned a new case number (Bank. N.D. Tex. Case No. 19-34054). Judge Stacey G. C. Jernigan is the case judge. The Debtor's counsel is James E, O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP. Foley & Lardner LLP, as special Texas counsel. Kurtzman Carson Consultants LLC is the claims and noticing agent. Development Specialists Inc. CEO Bradley Sharp as a financial adviser and restructuring officer. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Oct. 29, 2019. The committee tapped Sidley Austin LLP as bankruptcy counsel; Young Conaway Stargatt & Taylor LLP as co-counsel with Sidley Austin; and FTI Consulting, Inc. as financial advisor. HIGHLAND CAPITAL: UBS Says Plan Patently Unconfirmable ------------------------------------------------------ UBS Securities LLC and UBS AG, London Branch object to the Disclosure Statement for the First Amended Plan of Reorganization of Highland Capital Management, L.P. UBS claims that beyond the vaguely described Disputed Claims Reserve, the Plan contains no mechanism to ensure that Holders of currently unliquidated or disputed claims will receive the same pro rata distribution as other Holders of Allowed Claims in the same Class. UBS points out that Debtor's recently filed DS Projections contain several unexplained assumptions that severely undermine the Debtor's blanket statement that "confirmation of the Plan will provide each Holder of a Claim with a greater recovery than such Holder would receive pursuant to the liquidation of the Debtor under chapter 7 of the Bankruptcy Code." UBS asserts that the Plan unfairly discriminates against certain of the Debtor's general unsecured creditors. In addition to placing such creditors in separate classes, the Debtor also seeks to treat them inequitably. UBS further asserts that the release and exculpation provisions of the Plan are overbroad and purport to release claims against a number of parties, including insiders against whom the Debtor and third parties may have claims, despite the fact that the Debtor has not provided any indication of what those claims may be or any justification for releasing them. A full-text copy of the UBS' objection to the Disclosure Statement dated October 20, 2020, is available at https://tinyurl.com/y37ooeck from PacerMonitor at no charge. Counsel for UBS: LATHAM & WATKINS LLP Andrew Clubok Sarah Tomkowiak 555 Eleventh Street, NW, Suite 1000 Washington, District of Columbia 20004 Telephone: (202) 637-2200 E-mail: andrew.clubok@lw.com sarah.tomkowiak@lw.com - and - Jeffrey E. Bjork Kimberly A. Posin 355 South Grand Avenue, Suite 100 Los Angeles, CA 90071 Telephone: (213) 485-1234 E-mail: jeff.bjork@lw.com kim.posin@lw.com BUTLER SNOW LLP Martin Sosland Candice Carson 5430 LBJ Freeway, Suite 1200 Dallas, Texas 75240 Telephone: (469) 680-5502 E-mail: martin.sosland@butlersnow.com candice.carson@butlersnow.com About Highland Capital Management Highland Capital Management LP was founded by James Dondero and Mark Okada in Dallas in 1993. Highland Capital is the world's largest non-bank buyer of leveraged loans in 2007. It also manages collateralized loan obligations. In March 2007, it raised $1 billion to buy distressed loans. Collateralized loan obligations are created by bundling together loans and repackaging them into new securities. Highland Capital Management, L.P., sought Chapter 11 protection (Bank. D. Del. Case No. 19-12239) on Oct. 16, 2019. Highland was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. On Dec. 4, 2019, the case was transferred to the U.S. Bankruptcy Court for the Northern District of Texas and was assigned a new case number (Bank. N.D. Tex. Case No. 19-34054). Judge Stacey G. C. Jernigan is the case judge. The Debtor's counsel is James E, O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP. Foley & Lardner LLP, as special Texas counsel. Kurtzman Carson Consultants LLC is the claims and noticing agent. Development Specialists Inc. CEO Bradley Sharp as a financial adviser and restructuring officer. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Oct. 29, 2019. The committee tapped Sidley Austin LLP as bankruptcy counsel; Young Conaway Stargatt & Taylor LLP as co-counsel with Sidley Austin; and FTI Consulting, Inc. as financial advisor. HIGHLAND CAPITAL: Unsecureds Will Get Claimant Trust Interests -------------------------------------------------------------- Highland Capital Management, L.P. submitted a Plan and a Disclosure Statement. The Plan represents a significant achievement for the Debtor. Through the Plan, the Debtor's Secured Creditors will be paid in full, and certain of the Debtor's unsecured creditors will receive Cash on or soon after the Effective Date. The balance of the Debtor's unsecured creditors – representing primarily litigation claims – and the Debtor's limited and general partners will receive contingent beneficial interests in the Claimant Trust. The Claimant Trust, through the Plan, will receive the majority of the Debtor's assets, including Causes of Action. The assets being transferred to the Claimant Trust are referred to, collectively, as the Claimant Trust Assets. The Claimant Trust will – for the benefit of the Claimant Trust Beneficiaries – monetize the Claimant Trust Assets, pursue the Causes of Action, and work to conclude the various lawsuits and litigation claims pending against the Estate. The Reorganized Debtor will oversee the monetization of the Reorganized Debtor Assets, which consist of, among other Assets, the management of the Managed Funds. The net proceeds from the Reorganized Debtor Assets will ultimately be distributed to the Claimant Trust and available for distribution to the Claimant Trust Beneficiaries. The following is an overview of certain other material terms of the Plan: * Allowed Priority Non-Tax Claims will be paid in full; * Allowed Retained Employee Claims will be Reinstated; * Allowed Convenience Claims will receive either (i) 75% of their Allowed Claim or (ii) if the total amount of Allowed Convenience Claims exceeds $15,000,000, such Holder's Pro Rata share of the Convenience Claims Cash Pool (i.e., $15,000,000). Holders of Convenience Claims can elect to be treated for all purposes as General Unsecured Claims by making the GUC Election on their Ballots. * Allowed Unpaid Employee Claims will receive either (i) 75% of their Allowed Claim or (ii) if the total amount of Allowed Unpaid Employee Claims exceeds $3,000,000, such Holder's Pro Rata share of the Unpaid Employee Claims Cash Pool (i.e., $3,000,000). Holders of Unpaid Employee Claims can elect to be treated for all purposes as General Unsecured Claims by making the GUC Election on their Ballots. * Allowed General Unsecured Claims and Allowed Subordinated Claims will receive their Pro Rata share of Claimant Trust Interests. The Claimant Trust Interests distributed to Allowed General Unsecured Claims will be senior to those distributed to Allowed Subordinated Claims as set forth in the Claimant Trust Agreement; and * Allowed Class B/C Limited Partnership Interests and Allowed Class A Limited Partnership Interests will receive their Pro Rata share of the Contingent Claimant Trust Interests. A full-text copy of the Disclosure Statement dated September 21, 2020, is available at https://tinyurl.com/y5eh7mfo from PacerMonitor.com at no charge. About Highland Capital Management Highland Capital Management LP was founded by James Dondero and Mark Okada in Dallas in 1993. Highland Capital is the world's largest non-bank buyer of leveraged loans in 2007. It also manages collateralized loan obligations. In March 2007, it raised $1 billion to buy distressed loans. Collateralized loan obligations are created by bundling together loans and repackaging them into new securities. Highland Capital Management, L.P., sought Chapter 11 protection (Bank. D. Del. Case No. 19-12239) on Oct. 16, 2019. Highland was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. On Dec. 4, 2019, the case was transferred to the U.S. Bankruptcy Court for the Northern District of Texas and was assigned a new case number (Bank. N.D. Tex. Case No. 19-34054). Judge Stacey G. C. Jernigan is the case judge. The Debtor's counsel is James E, O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP. Foley & Lardner LLP, as special Texas counsel. Kurtzman Carson Consultants LLC is the claims and noticing agent. Development Specialists Inc. CEO Bradley Sharp as a financial adviser and restructuring officer. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Oct. 29, 2019. The committee tapped Sidley Austin LLP as bankruptcy counsel; Young Conaway Stargatt & Taylor LLP as co-counsel with Sidley Austin; and FTI Consulting, Inc. as financial advisor. iFRESH INC: Delays Filing of Third Quarter Form 10-Q ---------------------------------------------------- In a Form 12b-25 filed with the Securities and Exchange Commission, iFresh Inc. stated that its quarterly report on Form 10-Q for the period ended Sept. 30, 2020, could not be filed within the prescribed time period due to the fact that the Company was unable to finalize its financial results without unreasonable expense or effort. As a result, the Company could not solicit and obtain the necessary review of the Form 10-Q in a timely fashion prior to the due date of the report. About iFresh Inc. Headquartered in Long Island City, New York, iFresh Inc. -- http://www.ifreshmarket.com/-- is an Asian American grocery supermarket chain and online grocer on the east coast of U.S. With nine retail supermarkets along the US eastern seaboard (with additional stores in Glen Cove, Miami and Connecticut opening soon), and two in-house wholesale businesses strategically located in cities with a highly concentrated Asian population, iFresh aims to satisfy the increasing demands of Asian Americans (whose purchasing power has been growing rapidly) for fresh and culturally unique produce, seafood and other groceries that are not found in mainstream supermarkets. With an in-house proprietary delivery network, online sales channel and strong relations with farms that produce Chinese specialty vegetables and fruits, iFresh is able to offer fresh, high-quality specialty produce at competitive prices to a growing base of customers. iFresh Inc. reported a net loss of $8.29 million for the year ended March 31, 2020, compared to a net loss of $12 million for the year ended March 31, 2019. As of June 30, 2020, the Company had $121.35 million in total assets, $106.24 million in total liabilities, and $15.11 million in total equity. Friedman LLP, in New York, the Company's auditor since 2016, issued a "going concern" qualification in its report dated Aug. 13, 2020, citing that the Company has incurred significant operating losses, has negative working capital of $28.6 million and is not in compliance with its credit agreement. These conditions raise substantial doubt about the Company's ability to continue as a going concern. IMERYS TALC: Wins Court Nod for $223 Million Chapter 11 Sale ------------------------------------------------------------ Law360 reports that bankrupt talc producer Imerys Talc America Inc. secured court approval in Delaware Monday, November 16, 2020, for a $223 million sale of its assets, but was separately ordered to clarify a $30 million debtor-in-possession loan order and pact. During the teleconference hearing, U.S. Bankruptcy Judge Laurie Selber Silverstein found that Imerys had provided an appropriate business justification for the sale to Canadian mining investment company Magris Resources Canada Inc. , which had served as bidder-to-beat stalking horse for the Chapter 11 sale. No other interests submitted bids for the business, which was taken into Chapter 11 in February 2019. About Imerys Talc America Imerys Talc and its subsidiaries--https://www.imerys-performance-additives.com/ -- are in the business of mining, processing, selling, and distributing talc. Talc is a hydrated magnesium silicate that is used in the manufacturing of dozens of products in a variety of sectors, including coatings, rubber, paper, polymers, cosmetics, food, and pharmaceuticals. Its talc operations include talc mines, plants, and distribution facilities located in: Montana (Yellowstone, Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas (Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet). It also utilizes offices located in San Jose, California and Roswell, Georgia. Imerys Talc America, Inc., and two subsidiaries, namely Imerys Talc Vermont, Inc., and Imerys Talc Canada Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13, 2019. The Debtors were estimated to have $100 million to $500 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Richards, Layton & Finger, P.A., and Latham & Watkins LLP as counsel; Alvarez & Marsal North America, LLC as financial advisor; and Prime Clerk LLC as claims agent. IMPRIVATA INC: S&P Assigns 'B' ICR on Proposed Debt Issuance ------------------------------------------------------------ S&P Global Ratings assigned its 'B' issuer credit rating to Imprivata Inc., a digital identity solutions provider in health care. On Oct. 26, 2020, Imprivata Inc. signed a definitive agreement to acquire a cloud-based security solutions provider for $210 million. Concurrently, the company intends to pay a $422 million dividend and repay existing debt of about $61 million. The transaction will be funded with a $755 million first-lien senior secured credit facility, consisting of an undrawn $40 million revolver and a $715 million term loan B. S&P assigned its 'B' issue-level and '3' recovery ratings to Imprivata's proposed first-lien credit facility. The rating is constrained by the company's scale and sponsor ownership, with high adjusted leverage. Imprivata's rating reflects the company's highly leveraged capital structure, limited scale, and solutions narrowly focused on the medical end market. The rating agency estimates S&P Global Ratings-adjusted pro-forma leverage (incorporating its treatment of the firm's class A equity as debt) will rise to 9.4x following the acquisition of the target and dividend recapitalization transaction, which is expected to close by December 2020. The rating is additionally constrained by the company's sponsor ownership, which S&P views as presenting risk of further debt-funded acquisitions or dividend distributions following strong operational performance. Nevertheless, the rating agency expects a modest reduction in S&P Global Ratings-adjusted leverage to 8.4x in 2021 as the target is fully integrated and strong demand enables organic EBITDA growth. Furthermore, Imprivata's scale ($309 million in revenue pro forma for the 12 months ending third-quarter 2020) remains small compared to larger security players like Broadcom's Symantec enterprise security business, McAfee and Fortinet. In addition, the company also has a relatively low recurring revenue base (mid-50%), although S&P expects this to grow over time with the firm's increasingly subscription-based revenue model. Low capex needs and strong operating margins result in a robust cash flow profile. In spite of high S&P Global Ratings-adjusted leverage, S&P expect Imprivata to continue to generate considerable free cash flow, which provides support to its current rating and outlook. A low level of capital expenditures (capex; approximately $1 million), robust EBITDA margins (S&P Global Ratings-adjusted EBITDA margin of 39% in fiscal 2019) and cash collection on subscription contracts support the firm's robust cash generation. Furthermore, financial flexibility is enhanced by a $72 million cash balance (anticipated at transaction close), a proposed $40 million undrawn revolver, and minimal debt maturities over the next three years. Subsequently, S&P believes that Imprivata will maintain adequate liquidity on its balance sheet, while comfortably servicing its debt burden. Strong retention rates and margins provide visibility, but cross-selling/new logos and cost synergies will drive deleveraging. Imprivata's high gross retention rates (over 90%) and EBITDA margins (expected over 40%) are both relatively strong compared to similarly scaled software firms. For 2020 specifically, the company identified and removed costs (in response to COVID-19), which has helped bolster EBITDA margins. S&P said, "Although, we forecast EBITDA margins of 42%-44% for 2020, we see risk that most of the recent profitability improvement could be transitory if the company increases spending on growth investments going forward. We expect 2021 margins to compress modestly as operating efficiencies improve and the expected cost synergies from the acquisition will be offset by normalizing operating costs and lower margins in the target business. As a result, we forecast EBITDA margins in 40%-42% range for fiscals 2021 and 2022." "The stable outlook on Imprivata reflects our expectation that it will grow organic revenues in the mid-single-digit percent area while modestly improving profitability and maintaining strong cash flow generation. We expect the company's recurring revenue base, which represents over 50% of its total revenues, to grow as company transforms the business into a subscription model." S&P could lower the rating if: -- Imprivata experiences weaker-than-expected revenue growth, or deterioration in profitability, resulting in S&P Global Ratings-adjusted leverage at over 10x or free operating cash flow to debt declines to below 3.0% on a sustained basis. -- The company's sources of cash are not sufficient to cover its uses and S&P views its liquidity as less than adequate. Given Imprivata's existing S&P Global Ratings-adjusted leverage of over 9x and its financial sponsor-ownership, an upgrade is unlikely over the next 12 months. Over the longer term, S&P would consider an upgrade if: -- The company sustains S&P Global Ratings-adjusted leverage below 6.0x. -- It generates free operating cash flow to debt above 15%. There's changes in the material share of public ownership, as S&P believes that its current ownership structure will preclude sustained deleveraging. IVANTI SOFTWARE: S&P Affirms 'B-' ICR; Outlook Stable ----------------------------------------------------- S&P Global affirmed its 'B-' issuer credit rating on Ivanti Software Inc. following the company's announcement that it will issue debt to fund the acquisitions of MobileIron Inc. and Pulse Secure LLC, as well as retire its existing debt. Clearlake Capital Group and TA Associates will contribute equity to support the transactions. At the same time, S&P assigned its 'B-' issue-level and '3' recovery ratings to the company's proposed senior secured first-lien debt facilities, comprised of a $175 million revolving credit facility, $1.26 billion term loan, and $500 million of pari-passu first-lien secured debt, and assigned its 'CCC+' issue-level and '5' recovery ratings to the company's proposed senior secured second-lien debt, comprised of a privately placed $545 million second-lien term loan. S&P said, "The rating action is driven by our improved view of Ivanti's business risk following the integration of MobileIron and Pulse Secure (making Ivanti a much larger and diversified competitor in the IT services space), offset by doubling of the company's debt position with S&P adjusted leverage of greater than 10x at transaction close." "Our view of Ivanti's business risk is marked by its competitive operating environment, acquisition-led growth strategy, diverse customer base, material recurring revenue, strong channel partner relationships, and good margins. Although we expect Ivanti's strategy of pursuing substantial inorganic growth through acquisitions to pose higher operational risk, the firm has a track record of successful integrations." With the MobileIron acquisition, Ivanti extends its endpoint management solutions to mobile platforms (both iOS and Android). The strategic rationale for the acquisition makes sense as Ivanti already has a unified endpoint management (UEM) solution and acquiring MobileIron adds a complementary mobile product offering. S&P views the planned cost savings for MobileIron to be extremely aggressive given the expected large headcount turnover over a very short period of time, which may not provide the company with time to course-correct if the cuts were to cause material business disruption. This concern is partly offset by S&P's view that MobileIron has more opportunity for savings given its very weak profitability and relatively high cost structure. Thus if Ivanti reverses some of its cost saving actions, it could maintain credit metrics consistent with the 'B-' issuer credit rating. Ivanti's expected free cash flow provides an ability to absorb modest disruption. S&P said, "We view the Pulse Secure acquisition to be lower risk, and we expect Ivanti to benefit from work-from-home trends over the long term through this acquisition. Pulse Secure has seen very strong demand for its network security and network access products in 2020, with first-half 2020 revenues outpacing revenues for the entire fiscal 2019. While the strong growth seen in 2020 is unlikely to continue and there's a risk that some license sales may not recur in 2021, the Pulse Secure acquisition comes with more cushion due to better standalone profitability profile and potential for strong demand for its products to continue." "We expect this integration to be completed by the end of fiscal 2021, and that it will provide additional scale, EBITDA margin expansion, and enhanced competency through its three-pillar platform--UEM, security, and enterprise service management (ESM). Over the long term, we expect the company to maintain renewal rates greater than 80%. We believe customers will prefer to consolidate information technology vendors they work with, which will benefit Ivanti's solutions. Ivanti has maintained its position against strong competing solutions from Microsoft, ServiceNow, Cisco, VMWare, and other larger players." "We expect Ivanti's financial leverage to remain very high, with pro forma leverage over 10x at deal close. We anticipate leverage reductions in fiscal 2021 primarily from EBITDA growth on synergy realization. We forecast leverage to remain at over 8x through 2021. We also expect EBITDA margin to expand to the low- to mid-30% range in fiscal 2021, and for Ivanti to generate approximately $80 million in free cash flow. These assumptions are primarily supported by the realization of cost synergies and by EBITDA expansion tied to revenue growth and operating leverage. Over the longer term, we expect modest deleveraging from EBITDA margin expansion and anticipate any debt reduction will be limited to required annual amortization payments because of the company's record of acquisitions." "The stable outlook reflects our view that Ivanti will maintain its significant base of recurring revenue, extract synergies from the MobileIron and Pulse Secure acquisitions, and generate positive free cash flow over the next 12-18 months." "We could lower the rating if the company fails to integrate the MobileIron and Pulse Secure acquisitions, faces booking and revenue declines that result in break-even cash flow after debt service, and we come to view the company's capital structure as unsustainable." "We would consider a higher rating if the company successfully integrates the two acquisitions, generates sustained revenue growth, and improves EBITDA margins to the 30% area, resulting in leverage under 8x and free cash flow to debt greater than 4%." JAMES MEDICAL: Court Confirms Reorganization Plan ------------------------------------------------- Judge Joan A. Lloyd on Nov. 10, 2020, confirmed James Medical Equipment, Ltd.'s First Amended Plan of Reorganization dated Sept. 28, 2020, and granted final approval to the First Amended Disclosure Statement. The judge in September granted conditional approval of the Disclosure Statement and set a hearing for Oct. 27, 2020 to consider confirmation of the Plan. All Impaired Classes entitled to vote on the Plan have voted to accept the Plan pursuant to 11 U.S.C. Sec. 1124 and 1126. Specifically, 30 Creditors submitted ballots: 26 voted in favor of the Plan and 4 voted against the Plan. The only votes to reject the Plan were from Holders of Class 12 General Unsecured Claims. Class 12 received votes from 17 Creditors, of which four holders asserting claims totaling $59,024 voted against the Plan: Abbott Laboratories, Inc., Jodi's Business Machines, S&S Pharmacy, and Taylor County, Kentucky. Thirteen Class 12 creditors with claims of $510,424 voted for the Plan. The Debtor has adequately disclosed that Mark Hinkle, Debtor's current President and shareholder, will continue to serve as Debtor’s President post-Confirmation. The Debtor further properly and adequately disclosed that upon the Effective Date all existing Equity Interests will be terminated, extinguished, and deemed void and Mark Hinkle will become Debtor's sole shareholder and the only Holder of an Equity Interest in Debtor. In exchange for 100% of the Debtor's Equity Interests, Mark Hinkle will contribute new value to Debtor by making a capital contribution of $50,000. This is consistent with the interests of Creditors and Equity Interest Holders and with public policy. Moreover, Debtor has disclosed that Becky Hinkle, Mark Hinkle's wife, is and will remain employed by Debtor. The US Trustee was the only party to file an objection to the Disclosure Statement and Plan Confirmation. The objection was primarily based on inadequate information in the Disclosure Statement regarding a liquidation analysis and financial projections and releases of non-debtor third parties in the Plan. On October 26, 2020, Debtor submitted the Plan Supplement that immaterially modified the Plan and provided further financial disclosures. The objection filed by the U.S. Trustee has been resolved and is overruled. A copy of the Plan Confirmation Order dated Nov. 10, 2020, is available at: https://www.pacermonitor.com/view/ZOBCWLI/James_Medical_Equipment_Ltd__kywbke-19-10187__0319.0.pdf About James Medical Equipment James Medical Equipment, Ltd.'s line of business includes renting or leasing medical equipment. The company was founded in 1979 and is based in Campbellsville, Ky. James Medical Equipment filed a voluntary Chapter 11 petition(Bankr. W.D. Ky. Case No. 19-10187) on March 1, 2019. At the time of the filing, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Joan A. Lloyd oversees the case. The Debtor tapped David M. Cantor, Esq., at Seiller Waterman LLC, as its legal counsel. JAMES MEDICAL: Unsecured Creditors Will Recover 3% in Plan ---------------------------------------------------------- James Medical Equipment, Ltd., submitted a First Amended Disclosure Statement explaining its Chapter 11 Plan. Since the Petition Date, the Debtor has continued to operate as a debtor in possession subject to the supervision of the Bankruptcy Court in accordance with the Bankruptcy Code. While the Debtor is authorized to operate in the ordinary course of business, transactions outside the ordinary course of business require prior Bankruptcy Court approval. Actions with respect to which the Debtor has sought and obtained Bankruptcy Court approval as transactions outside the ordinary course of business primarily reflect the Debtor's strategic restructuring. Class 1A: Allowed Secured Claim of Community Trust Bank- 2011 Ford F150. The Class 1A Claim shall be Allowed in the amount of $25,085.15 and shall bear interest at the fixed contract rate of 7.23%, nunc pro tunc to the Petition Date, with the balance reduced to reflect payments made after the Petition Date and before the Effective Date. Commencing fifteen (15) days after the Effective Date and monthly thereafter, the Debtor shall make payments of $746.95 until full satisfaction of the Class 1A Claim. Class 1B: Allowed Secured Claim of Community Trust Bank- 2015 RAV4. The Class 1B Claim shall be Allowed in the amount of $13,257.03 and shall bear interest at the fixed contract rate of 4.25%, nunc pro tunc to the Petition Date, with the balance reduced to reflect payments made after the Petition Date and before the Effective Date. Commencing fifteen (15) days after the Effective Date and monthly thereafter, the Debtor shall make payments of $405.84 until full satisfaction of the Class 1B Claim. Class 1C: Allowed Secured Claim of Community Trust Bank- 2011 BMW. The Class 1C Claim shall be Allowed in the amount of $10,593.95 and shall bear interest at the fixed contract rate of 6.69%, nunc pro tunc to the Petition Date, with the balance reduced to reflect payments made after the Petition Date and before the Effective Date. Commencing fifteen (15) days after the Effective Date and monthly thereafter, the Debtor shall make payments of $345.24 until full satisfaction of the Class 1C Claim. Class 1D: Allowed Secured Claim of Community Bank Trust- 2012 RAV4. The Class 1D Claim shall be Allowed in the amount of $8,502.67 and shall bear interest at the fixed contract rate of 4.60%, nunc pro tunc to the Petition Date, with the balance reduced to reflect payments made after the Petition Date and before the Effective Date. Commencing fifteen (15) days after the Effective Date and monthly thereafter, the Debtor shall make payments of $436.90 until full satisfaction of the Class 1D Claim. Class 1E: Allowed Secured Claim of Community Bank Trust- Ford Transit. The Class 1E Claim shall be Allowed in the amount of $3,886.06 and shall bear interest at the fixed contract rate of 4.79%, nunc pro tunc to the Petition Date, with the balance reduced to reflect payments made after the Petition Date and before the Effective Date. Commencing fifteen (15) days after the Effective Date and monthly thereafter, the Debtor shall make payments of $279.81 until full satisfaction of the Class 1E Claim. Class 2: Allowed Secured Claim of Donald E. James. Mr. James shall have a total Allowed Claim for $1,250,000.00, which is bifurcated into a Secured Claim for $1,000,000 and a General Unsecured Claim for $250,000. The Class 2 Allowed Secured Claim is $1,000,000, and shall bear interest at the fixed rate of 6% per annum, with the balance reduced to reflect Adequate Protection Payments made after the Petition Date and before the Effective Date pursuant to the Agreed Order for Adequate Protection. Commencing fifteen (15) days after the Effective Date and continuing monthly for no more than 12 years thereafter, the Debtor shall make payments of $9,758.50 until the Allowed Secured Claim is paid in full. Class 3: Allowed Secured Claim of Financial Pacific Leasing. The Debtor shall abandon the Property that secures the Allowed Class 3 Claim to FPL. Because FPL's Lien on the property of the Debtor that is not being surrendered does not attach to the value of such property, any such liens will be void on the Effective Date. If, within 60 days after the Effective Date, FPL files an amended Proof of Claim accounting for the commercially reasonable disposition of the collateral surrendered pursuant to this Section and setting forth the deficiency balance of its Claim, such amended Claim shall be Allowed as an Unsecured Claim and treated in Class 12. Class 4 Allowed Secured Claim of First Lease, Inc. Class 4 consists of the Allowed Secured Claim of First Lease, Inc. for $5,812.43. The Class 4 Claim shall be Allowed in the amount of $5,812.43 and shall bear interest at the fixed rate of 4.75% beginning on the Effective Date. Commencing fifteen (15) days after the Effective Date and monthly thereafter, the Debtor shall make payments of $485.37 in full satisfaction of the Class 4 Claim. First Lease shall retain its lien on the collateral until the indebtedness is repaid in full, at which time First Lease shall promptly release the Lien. Class 5 Allowed Secured Claim of Huntington National Bank. The Class 5 Claim shall be Allowed in the amount of $3,000.00 and shall bear interest at the fixed rate of 4.75%, nunc pro tunc to the Petition Date, with the balance reduced to reflect payments made after the Petition Date and before the Effective Date. Commencing fifteen (15) days after the Effective Date and monthly thereafter, the Debtor shall make 24 payments of $131.28 in full satisfaction of the Class 5 Claim. The unsecured portion of the Class 5 Claim shall be treated as an Allowed Unsecured Claim in Class 12. Huntington shall retain its lien on the collateral until the Allowed Secured Claim is paid in full, at which time Huntington shall promptly release the Lien. Class 6 Allowed Secured Claim of Kinetic Lease. Kinetic filed Proof of Claim 46 asserting a total Claim for $38,157.30 and values the collateral at $16,527.96. The Class 6 Allowed Secured Claim of Kinetic will be $16,527.96 and shall bear interest at the fixed rate of 4.75% beginning on the Effective Date, paid in 60 monthly payments of $310.01, in full satisfaction of the Class 6 Claim. The remaining $21,629.34 is an Allowed General Unsecured Claim and treated as a Class 12 Claim. Kinetic will retain its lien on the collateral until the Allowed Secured Claim and Allowed General Unsecured Claim are paid in accordance with the Plan's treatment of each Claim's assigned Class. Class 7 Allowed Secured Claim of LEAF Capital Funding. The Class 7 Allowed Secured Claim shall be $12,000 and shall bear interest at 4.754.75% beginning on the Effective Date. Commencing fifteen (15) days after the Effective Date and monthly thereafter, the Debtor shall make 60 monthly payments of $225.08 in full satisfaction of the Class 7 Claim. Leaf will retain its lien on the collateral until the Allowed Secured Claim is paid, at which time Leaf shall promptly release the Lien. Class 8A Allowed Secured Claim of Pawnee Leasing Corporation. Pawnee filed Proof of Claim 30 asserting a fully Secured Claim for $2,311.39. The Plan proposes the Class 8A Claim shall be paid in full, without interest, within 90 days after the Effective Date. Pawnee shall retain its lien on the collateral until the Class 8A Claim is repaid in full, at which point Pawnee shall promptly release its lien. Class 8B Allowed Secured Claim of Pawnee Leasing Corporation. Pawnee filed Proof of Claim 31 asserting a fully Secured Claim for $2,311.39. The Plan proposes the Class 8B Claim shall be paid in full, without interest, within 90 days after the Effective Date. Pawnee shall retain its lien on the collateral until the Class 8B Claim is repaid in full, at which point Pawnee shall promptly release its lien. Class 9 Allowed Secured Claim of NDC Homecare. NDC filed Proof of Claim 8 asserting a fully Secured Claim of $53,423.67. The Debtor does not own any real property in Taylor County. Thus, NDC's Allowed Claim of $53,423.67 is Unsecured and will be treated as a Class 12 Allowed General Unsecured Claim. Class 10: Allowed Other Priority Claims. The following Claimants will receive the full amount of their Allowed Priority Claim, with the remaining amount of their Allowed Claim being treated as a Class 12 Allowed General Unsecured Claim: Mark J. Hinkle: $12,850.00 and Vicky Webb: $12,850.00. The Plan proposes to make monthly distributions pro rata until paid in full, but in no event for longer than 60 months. Class 11: Critical Vendor Claims. Holders of Class 11 Claims will be repaid the full amount of their Allowed Claim without interest. Claimants in this Class 11 that vote against the Plan will be removed from this Class and have their Claim treated as a Class 12 Allowed General Unsecured Claim. Class 12 Allowed General Unsecured Claims. Holders of General Unsecured Claims that are Allowed on or before the Effective Date of the Plan shall receive in full and final satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed General Unsecured Claim, a Pro Rata distribution of approximately 3% of the unpaid portion of the Allowed Claim. Class 12 Claims will receive quarterly distributions beginning the first business day 90 days after the Effective Date, and shall continue each quarter for a period not to exceed 5 consecutive years. Class 13 Disputed Claims. Class 13 consists of all Claims existing against the Debtor that have not been assigned a Class in the Plan, are a Disputed Claim. Claims in this Class are not Allowed Claims and will not receive any distributions under the Plan. Claimants in this Class are not entitled to vote on the Plan, unless their Claim has been Allowed or temporarily allowed for voting purposes. Class 14 Equity Interests in the Debtor. Upon the Effective Date, all Equity Interests in the Debtor existing prior to the Confirmation Date shall be canceled and extinguished, and shall be of no further force or effect and deemed void and new Equity Security Interests in the Debtor shall be issued to Mark Hinkle, representing 100% ownership interest of the Debtor, in consideration for his obligation to provide the Debtor with new value, as set forth in the Plan. Class 15 Allowed Subordinated Claims. Holders of Allowed Subordinated Claims shall not receive any distribution on the Allowed Subordinated Claim. Each Allowed Subordinated Claim shall be discharged, cancelled, released, and extinguished on the Effective Date. The Debtor will continue to operate its business and manage its assets, which will generate income projected to be sufficient for the Debtor to meet its ongoing expenses and obligations contemplated under the Plan. A full-text copy of the Disclosure Statement dated September 28, 2020, is available at https://tinyurl.com/y6y2r5wv from PacerMonitor.com at no charge. Counsel for James Medical Equipment: DAVID M. CANTOR WILLIAM P. HARBISON JOSEPH H. HADDAD SEILLER WATERMAN LLC Meidinger Tower – 22nd Floor 462 S. Fourth Street Louisville, Kentucky 40202 Telephone: (502) 584-7400 Facsimile: (502) 583-2100 E-mail: cantor@derbycitylaw.com About James Medical Equipment James Medical Equipment, Ltd.'s line of business includes renting or leasing medical equipment. The company was founded in 1979 and is based in Campbellsville, Ky. James Medical Equipment filed a voluntary Chapter 11 petition(Bankr. W.D. Ky. Case No. 19-10187) on March 1, 2019. At the time of the filing, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Joan A. Lloyd oversees the case. The Debtor tapped David M. Cantor, Esq., at Seiller Waterman LLC, as its legal counsel. JAMES MEDICAL: US Trustee Objects to Amended Disclosure & Plan -------------------------------------------------------------- Paul A Randolph, the Acting United States Trustee for Region 8, objects to the First Amended Disclosure Statement and to confirmation of the First Amended Plan of Debtor James Medical Equipment Ltd. The United States Trustee claims that the Debtor has failed to provide any liquidation analysis. Little to nothing is provided in either the First Amended Plan or Disclosure Statement and the schedules do not help much in this regard. The United States Trustee points out that the Debtor should be required to prove up the factual difference between those general unsecured creditors which it proposes to pay in full and those it proposes to pay only 3%. The United States Trustee states that neither the First Amended Disclosure Statement nor the First Amended Plan provide any actual performance data regarding post-petition operations. The United States Trustee asserts that the First Amended Disclosure Statement should not be approved, and the First Amended Plan should not be confirmed as the Debtor has not demonstrated the means to implement to proposed plan payments. The United States Trustee further asserts that the Plan and Disclosure Statement appears to provide a very broad release of claims of liability to third parties irrespective of whether the claimant consents or not. A full-text copy of the United States Trustee's objection to the First Amended Disclosure Statement and Plan dated October 20, 2020, is available at https://tinyurl.com/y2rvwlbc from PacerMonitor at no charge. About James Medical Equipment James Medical Equipment, Ltd.'s line of business includes renting or leasing medical equipment. The company was founded in 1979 and is based in Campbellsville, Ky. James Medical Equipment filed a voluntary Chapter 11 petition(Bankr. W.D. Ky. Case No. 19-10187) on March 1, 2019. At the time of the filing, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Joan A. Lloyd oversees the case. The Debtor tapped David M. Cantor, Esq., at Seiller Waterman LLC, as its legal counsel. JCK LEGACY: Says Disclosures & Plan Objections Largely Resolved --------------------------------------------------------------- JCK Legacy Company, et al., submitted an omnibus reply to objections to approval of the Disclosure Statement and Confirmation of the Joint Chapter 11 Plan. According to the Debtors, the Objections by and large have been resolved consensually or effectively through revisions made to the Plan and proposed Confirmation Order. The Debtors recently filed revised versions of the Plan and proposed Confirmation Order reflecting such changes. Of note, the third-party releases in the Plan are fully consensual, which resolves the Oracle Objection in its entirety and addresses similar objections raised by the U.S. Trustee and BethDesmond, and the Debtors have removed the provision granting the Debtors a discharge under Section 1141 of the Bankruptcy Code, resolving certain objections by the U.S. Trustee and Desmond. The remainder of the U.S. Trustee's issues have also been addressed, as reflected in the chart below. Finally, the remaining issues raised by Desmond do not render the Plan unconfirmable, because they primarily relate to the Bond securing her claim, which is not property of the Debtors' estates. Accordingly, all barriers to approval of the Disclosure Statement and confirmation of the Plan have been removed. Thus, the Debtors ask the Court to overrule each of the Objections confirm the Plan. Counsel for the Debtors: Shana A. Elberg Bram A. Strochlic SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Four Times Square New York, New York 10036-6522 Tel: (212) 735-3000 Fax: (212) 735-2000 – and – Van C. Durrer, II Destiny N. Almogue 300 South Grand Avenue, Suite 3400 Los Angeles, California 90071-3144 Tel: (213) 687-5000 Fax: (213) 687-5600 – and – Jennifer Madden 525 University Avenue Palo Alto, California 94301 Tel: (650) 470-4500 Fax: (650) 470-4570 Albert Togut Kyle J. Ortiz Amy Oden TOGUT, SEGAL & SEGAL LLP One Penn Plaza, Suite 3335 New York, New York 10119 Tel: (212) 594-5000 Fax: (212) 967-4258 About McClatchy Co. The McClatchy Co. (OTC-MNIQQ) -- https://www.mcclatchy.com/ -- operates 30 media companies in 14 states, providing each of its communities local journalism in the public interest and advertising services in a wide array of digital and print formats. McClatchy publishes iconic local brands including the Miami Herald, The Kansas City Star, The Sacramento Bee, The Charlotte Observer, The (Raleigh) News & Observer, and the Fort Worth Star-Telegram. McClatchy is headquartered in Sacramento, Calif., and was listed on the New York Stock Exchange American under the symbol MNI. On Feb. 13, 2020, The McClatchy Company and 53 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-10418) with a Plan of Reorganization that will cut $700 million of funded debt in half. McClatchy was estimated to have $500 million to $1 billion in assets and debt of at least $1 billion as of the bankruptcy filing. The cases are pending before the Honorable Michael E. Wiles. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as general bankruptcy counsel; Togut, Segal & Segal LLP as co-bankruptcy counsel with Skadden; Groom Law Group as special counsel; FTI Consulting, Inc. as financial advisor; and Evercore Inc. as investment banker. Kurtzman Carson Consultants LLC is the claims agent. * * * At an auction in July 2020, the Debtors identified the bid submitted by SIJ Holdings, LLC, an affiliate of Chatham Asset Management, LLC, as the highest or otherwise best bid for the Debtors' assets. The Debtors changed their names to JCK Legacy Company, et al., following completion of the sale. K&F CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: K&F Construction, Inc. 3222 Northwest Park Drive Knoxville, TN 37921 Business Description: K&F Construction, Inc. is a privately held company in the nonresidential building construction industry. Chapter 11 Petition Date: November 16, 2020 Court: United States Bankruptcy Court Eastern District of Tennessee Case No.: 20-32553 Debtor's Counsel: Maurice K. Guinn, Esq. GENTRY, TIPTON AND MCLEMORE, PC P.O. Box 1990 Knoxville, TN 37901 Tel: (865) 525-5300 Fax: (865) 523-7315 Email: mkg@tennlaw.com Total Assets: $337,346 Total Liabilities: $1,051,791 The petition was signed by Francis Byrd, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CX57QAA/KF_Construction_Inc__tnebke-20-32553__0001.0.pdf?mcid=tGE4TAMA K&L AG GROUP: Unsecured Creditors Will Recover 5% Under Plan ------------------------------------------------------------ K&L Ag Group, LLC submitted an Amended Disclosure Statement explaining its Chapter 11 Plan. General unsecured creditors are classified in Class 3, and will receive a distribution of 5% of their allowed claims, to be distributed as follows: 1% of the Debtors net income after taxes annually for the 5 years after the effective date. Class 1 Administrative allowed claims will be paid upon Confirmation unless such claim holder agrees to a pay-out of such claims. Class 2 IRS claim will be paid quarterly for five years without interest. Class 3 Secured claims will be paid quarterly for five years with 3.3% interest. Class 4 Unsecured claims will be paid with 1% of the Debtor's retained earnings annually for five years. Class 5 equity holders of the Debtor will be granted an equal one-half equity share of the Debtor upon their payment of $1,000 each to the Debtor, to take place after confirmation. Payments and distributions under the Plan will be funded by earnings of the Debtor and the contribution of capital of the members of the Debtor. A full-text copy of the Amended Disclosure Statement dated Sept. 21, 2020, is available at https://tinyurl.com/y4c8r2g3 from PacerMonitor.com at no charge. About K&L Ag Group K&L Ag Group, LLC, a Limited Liability Corporation since 2017, is in the business of commercial heavy earth moving. It filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 19-33349) on Oct. 1, 2019. William P. Rossini, Esq. of ROSSINI LAW FIRM, is the Debtor's Counsel. LG PARENT: S&P Assigns 'CCC+' ICR on Bankruptcy Exit ---------------------------------------------------- S&P Global Ratings assigned a 'CCC+' issuer credit rating to LG Parent Holdco Inc. (operating as Libbey Glass LLC) due to volatile industry conditions, particularly in foodservice, and the restructured entity's short operating history. U.S.–based Libbey Glass LLC emerged from bankruptcy Oct. 30, 2020, after initially filing for Chapter 11 bankruptcy protection in June 2020. As part of its emergence capital structure, the company entered into a new $150 million term loan to repay its $60 million new money DIP term loan and $100 million DIP ABL and emergence costs. Meanwhile, S&P assigned a 'CCC+' issue-level rating to the company's senior secured term loan. The recovery rating is a '3', indicating its expectation for meaningful (50%-70%, rounded estimate: 50%) recovery in the event of a payment default. The rating reflects Libbey's narrow business focus in the highly fragmented global glassware and tabletop market. Libbey is the leading supplier of glass tableware and number two supplier of dinnerware in the U.S. and Canada, holding a 35% share in the U.S. and Canada foodservice market. The global beverageware market is highly fragmented. Libbey holds the leading global beverageware market share, with 3.3% share of the global beverageware market according to Euromonitor. The company's products are highly commoditized, generating 88% of its 2019 sales from glassware, and is subject to substitution risk from ceramic, metal, and plastic products. Despite its global operations, the company has limited geographic exposures, generating most of its 2019 sales (62%) and segment EBIT (85%) from the U.S. and Canada. In 2019, the company generated 41% of its revenues from the higher-margin foodservice channel. S&P said, "We expect this segment to substantially decline in the near term as consumers increasingly dine at home, increasing the share of retail sales. Longer term, as the pandemic subsides, we expect the foodservice mix to improve as consumers resume restaurant dining and retail sales moderate. We expect Libbey to retain its strong customer relationships and installed base given its scale and historically high service levels." The company has materially reduced its debt burden and improved its liquidity position, though S&P expects leverage to remain elevated. Post-emergence, the company's capital structure will consist of the $150 million new money senior secured term loan, $18 million drawn on its asset-based lending (ABL) facility, $90 million preferred shares, and common shares. Prepetition term loan lenders converted their debt holdings to common equity upon emergence, eliminating $318 million of prepetition debt from the balance sheet. At the same time, the company entered into a $150 million term loan to repay its $60 million new money debtor-in-possession (DIP) term loan and $100 million DIP ABL and emergence costs. The new term loan has a payment-in-kind (PIK) portion of interest election until June 2022 (a portion is still cash pay), this will provide cash flow cushion for the company to execute its turnaround and for industry conditions to improve. Of the $90 million in preferred shares, backstop parties for the $150 million term loan received $30 million in preferred shares and the roll-up $60 million DIP term loan converted to $60 million in preferred shares. S&P said, "Although the preferred shares do not have a maturity nor do they have a cash coupon, we treat these shares as debt-like instruments because we believe it is the holders' intention to eventually seek an exit, negating permanent loss-absorbing features. Additionally, the shares have a 13% PIK rate and may be redeemed at any time by the company for cash and are mandatorily redeemable at any time after 4.5 years, or may be converted into new common shares. "While we forecast negative EBITDA in 2020 due to the restructuring and business disruption from the pandemic, we forecast significant improvement in fiscal 2021 and expect adjusted leverage of around 6.5x-7x for fiscal 2021, including our treatment of the preferred shares as debt and around 4.5x-5x without." Post-emergence, the company was able to shed fixed costs and to right-size its business. Overcapacity in the industry, plant closures from the pandemic, and high fixed costs led to the company's decision to not make its excess cash flow sweep payment on the term loan, resulting in the inability to refinance the facility and subsequent bankruptcy declaration. COVID-19 related restaurant closures led to a substantial decline in foodservice orders, which made up 41% of 2019 sales. The company partially offset these lost revenues with improved retail sales driven by increased dining at home and business-to-business (B2B) sales due to increased demand for candles, resulting in an overall sales decline of 62% for the second quarter ended June 30, 2020, compared to the same period a year ago. Through bankruptcy the company was able to restructure its operations to reduce costs by shutting its Shreveport facility, cutting general and administrative costs, and renegotiating collective bargaining contracts. The Shreveport closure will reduce operating costs as there continues to be overcapacity in the industry, further exacerbated by COVID-19. S&P said, "Some of the equipment from the Shreveport facility will be transferred to the Monterrey, Mexico and Toledo, Ohio facilities, enabling stronger operating leverage, though we do not expect this move to be completed until fiscal 2022. However, this will also result in some operational risk and increased manufacturing concentration. The company also conducted an operational reorganization, reducing administrative costs through streamlining the organization and transitioning to a private company. The company also renegotiated its collective bargaining agreements through 2024. Defined benefit pensions will be frozen on January 1, 2023, and a majority of the other post-employment benefit liability will be terminated on Jan 1, 2021. We expect substantial adjusted EBITDA (including lease and pension adjustments) improvement in fiscal 2021 to over $60 million driven primarily by cost roll-offs of over $50 million related to restructuring charges, total cost savings of over $20 million, and recovery in year-over-year foodservice trends." Foodservice industry trends remain weak and S&P expects retail strength to moderate. Despite the company reducing its debt and cost structure, sustainable improved business performance will depend on improving industry conditions. S&P said, "We believe improvements will largely depend on the pace of the virus and government restrictions on foodservice venues. Foodservice segment sales declined 89% in the second quarter of fiscal 2020 and a recovery will be slow, especially given the recent surge in cases globally and newly reinstated lockdowns. U.S. Census Bureau data showed sequential monthly improvement in food services and drinking place revenues from $30 billion in April 2020 to $54 billion in August 2020, compared with $63 billion a year ago pre-pandemic in August 2019. We do not expect a full recovery in the foodservice industry for at least the next couple of years due to higher restaurant bankruptcies, a weaker global macroeconomic environment, and ongoing virus mitigation efforts. We expect the company to somewhat offset weaker foodservice revenue with stronger retail sales through ecommerce channels as consumers shift spending to dining at home. However, we expect some of this strength is a result of pull-forward spending, which will begin to moderate in in late fiscal 2020 and into fiscal 2021." The company's cash flow profile should improve and liquidity should be sufficient as it executes its turnaround. S&P said, "We expect the company to save about $6 million in annual cash flow by accruing its interest using PIK option. The company also does not have any significant furnace rebuilds in the near term. We expect capital expenditures (capex) of about $25 million in fiscal 2021 and $30 million in fiscal 2022, compared to historical levels of over $40 million, further bolstering the company's liquidity position. Due to the lower operating cost structure, lower capex, and reduced interest expense, we forecast improved free cash flow exceeding $10 million in fiscal 2021. However, if industry conditions worsen, we expect that the company's liquidity sources could rapidly deteriorate, constraining its liquidity position. This risk is amplified by the company's small liquidity source base and volatile industry conditions subject to health and economic impacts from the pandemic." "The stable outlook reflects our expectation that the company can improve operating performance, profitability, and cash flow, despite negative industry conditions because of restructuring cost roll-offs and its improved cost and capital structure." S&P could lower the rating if it expects a near-term default scenario or liquidity constraint, resulting in the company's inability to generate positive EBITDA and cash flow and a deterioration in cash interest coverage. This could happen if: -- Foodservice industry conditions further decline due to increased restaurant closures from higher virus cases or greater government restrictions globally; or -- If the company cannot execute its plant transitions or service its customers, severely disrupting the business. S&P could raise the rating if: -- S&P observes sustainable improvements in the foodservice industry; -- The company executes its emergence plan; and -- It meets S&P's base-case forecast, including generating adjusted EBITDA near $60 million and sustained free cash flow of over $20 million. LIBBEY INC: Emerges from Chapter 11 and Completes Restructuring --------------------------------------------------------------- Libbey Inc., one of the world's largest glass tableware manufacturers, on Nov. 16, 2020, announced that it has successfully completed its financial restructuring and emerged from Chapter 11. Through its Plan of Reorganization, Libbey Inc. is emerging from Chapter 11 as a new private company formed and controlled by Libbey Inc.'s former lenders, Libbey Glass LLC (the "Company" and together with Libbey Inc., "Libbey"), and will remain under the same leadership. The Company emerges with substantial liquidity, supported by proceeds from a $150 million term loan and a $100 million asset-based lending facility. The Company has significantly reduced operating costs, strengthened its balance sheet and improved liquidity by reducing net debt to less than $150 million. Mike Bauer, chief executive officer of Libbey, said, "This is an important day for Libbey as we begin a new chapter as a healthy company with the agility to succeed. As a result of this process, we are better positioned to compete and capitalize on the many opportunities for our business. Looking ahead, we will maintain our focus on managing costs, providing superior service to our customers and strengthening relationships with our business partners, while demonstrating the same unwavering commitment to creating high-quality glassware and other tabletop products that has been a hallmark of Libbey for the past 200+ years. I am confident in Libbey's future and excited by all that we will be able to accomplish moving forward." Mr. Bauer continued, "Our emergence from this process in less than six months is a testament to the faith, hard work and resilience of our nearly 6,000 employees globally, who continue to deliver unsurpassed service, product innovations and business excellence. On behalf of everyone at Libbey, I would also like to thank our customers, vendors and lenders for their continued confidence and support, and we look forward to continuing to partner with them for years to come." Concurrent with its emergence, the Company entered into new exit financing arrangements with Mitsubishi UFJ Financial Group (MUFG) Union Bank, N.A. and a syndicate comprised of a number of Libbey Inc.'s prepetition lenders and new equity owners. Latham & Watkins LLP served as legal advisor to Libbey, Alvarez & Marsal served as restructuring advisor and Lazard served as financial advisor. Arnold & Porter Kaye Scholer LLP served as legal advisor to the ad hoc lender group, and Ankura served as financial advisor. About Libbey Glass Inc. Libbey Glass Inc. -- http://www.libbey.com/-- based in Toledo, Ohio, (NYSE American: LBY) is one of the largest glass tableware manufacturers in the world. Libbey operates manufacturing plants in the U.S., Mexico, China, Portugal, and the Netherlands. In existence since 1818, Libbey supplies tabletop products to retail, foodservice, and business-to-business customers in over 100 countries. Libbey's global brand portfolio, in addition to its namesake brand, includes Libbey Signature, Master's Reserve, Crisa, Royal Leerdam, World Tableware, Syracuse China, and Crisal Glass. In 2019, Libbey's net sales totaled $782.4 million. Libbey Glass Inc. and 11 of its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11439) on June 1, 2020. In the petition signed by CEO Michael P. Bauer, Libbey Glass was estimated to have $100 million to $500 million in assets and $500 million to $1 billion in liabilities as of the bankruptcy filing. The Honorable Laurie Selber Silverstein is the case judge. The Debtors tapped Latham & Watkins LLP and Richards, Layton & Finger, P.A., as counsel; Alvarez & Marsal North America, LLC as financial advisor; and Lazard Ltd as an investment banker. Prime Clerk LLC is the claims agent. LUCKY BRAND: Unsecureds Out of Money, Offered Release Consideration ------------------------------------------------------------------- Lucky Brand Dungarees, LLC, and its affiliates filed a Second Amended Joint Plan of Liquidation on Nov. 11, 2020,. Class 3 Second Lien Term Loan Claims are impaired. Holders of Second Lien Term Loan Claims shall receive a pro rata share of the Initial Class 3 Distribution and the Final Class 3 Distribution. Initial Class 3 Distribution” means the difference between Net Sale Proceeds held by the Debtors on the Effective Date and the sum of (i) amounts placed in the Wind Down Reserve consistent with the Wind Down Budget (except to the extent such amounts provided under the Wind Down Budget have already been paid, in which case such amounts shall act as a deduct from the Wind Down Reserve), (ii) amounts placed in the Professional Fee Escrow Account consistent with the Approved Budget andthe Wind Down Budget, and (iii) any amounts deposited into segregated accounts for the benefit of certain creditors pursuant to the Sale Order or other order of the Bankruptcy Court. “Final Class 3 Distribution” means all remaining Plan Administration Assets following the substantial completion of the Plan Administration Process net of any (a) Release Consideration, and (b) reserves necessary to complete the Plan Administration Process in accordance with the Wind Down Budget Class 4 General Unsecured Claims are impaired. In light of the fact that the Second Lien Term Loan Claims are Secured by valid and perfected Liens on all assets of the Debtors and are not anticipated to be satisfied in full, Holders of General Unsecured Claims shall not receive or retain any property under this Plan on account of such Claims. Class 7 Existing LBD Interests are impaired. On the Effective Date, the Existing LBD Interests will be cancelled without further notice to, approval of or action by any Entity. The Debtors, the Second Lien Lenders, and the Committee have agreed to the amount of the aggregate Release Consideration to be distributed on a pro rata basis to those Holders of Allowed Claims in Class 4 that have timely returned (and has not revoked or rescinded) an Opt-In Release Form in accordance with the Solicitation Procedures and have checked the box therein to approve the releases set forth in Article X.C herein and have not objected to, or otherwise sought to impede, Confirmation of this Plan. As such, although Holders of Allowed Class 4 General Unsecured Claims are not entitled to, and will not be receiving, Distributions under this Plan, such Holders may participate in the Release Consideration, pursuant to the terms of this section. For the avoidance of doubt, the Second Lien Lenders shall not participate in the Release Consideration on account of any Second Lien Deficiency Claim. “Release Consideration” means (i) the first $500,000 of savings from the Wind-Down Budget, which would otherwise be available as part of the Class 3 Distribution; and (ii) 50% of the next $1 million in savings from the Wind-Down Budget that would otherwise be available as part of the Class 3 Distribution, up to an additional $500,000; it being understood that the maximum amount of the Release Considerationis no greater than $1 million. Notwithstanding anything to the contrary contained in this Plan, any fees or expenses associated withthe reconciliation of Class 4 Claims and the Distribution of the Release Considerationto Holders of Allowed Claims in Class 4 (including but not limited to all Committee Trustee Expenses and Release Consideration Trust Expenses) shall be payable solely from, and act as a reduction toward, the Release Consideration A full-text copy of the Liquidating Plan dated August 28, 2020, is available at https://tinyurl.com/y6p3fthh from PacerMonitor.com at no charge. A full-text copy of the First Amended Plan of Liquidation dated October 1, 2020, is available at https://tinyurl.com/yxhtu68e from PacerMonitor.com at no charge. A full-text copy of the Second Amended Plan of Liquidation dated November 11, 2020, is available at https://tinyurl.com/yyqdy9qc from PacerMonitor.com at no charge. Counsel to the Debtors: George A. Davis (admitted pro hac vice) Brian S. Rosen (admitted pro hac vice) Jonathan J. Weichselbaum (admitted pro hac vice) LATHAM & WATKINS LLP 885 Third Avenue New York, New York 10022 Telephone: (212) 906-1200 Facsimile: (212) 751-4864 -and- Ted A. Dillman (admitted pro hac vice) Christina M. Craige (admitted pro hac vice) 355 South Grand Avenue, Suite 100 Los Angeles, California 90071 Telephone: (213) 485-1234 Facsimile: (213) 891-8763 Michael R. Nestor (No. 3526) Kara Hammond Coyle (No. 4410) Andrew L. Magaziner (No. 5426) Joseph M. Mulvihill (No. 6061) YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 About Lucky Brand Dungarees Founded in Los Angeles, Calif. in 1990, Lucky Brand Dungarees, LLC is an apparel lifestyle brand that designs, markets, sells, distributes and licenses a collection of contemporary premium fashion apparel under the "Lucky Brand" name. Visit https://www.luckybrand.com for more information. Lucky Brand and four of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Texas Lead Case No. 20-11768) on July 3, 2020. Christopher Cansiani, chief financial officer, signed the petitions. Judge Christopher S. Sontch presides over the cases. At the time of the filing, the Debtors disclosed assets of between $100 million and $500 million and liabilities of the same range. The Debtors have tapped Young Conaway Stargatt & Taylor LLP and Latham & Watkins LLP as their legal counsel, Berkeley Research Group, LLC as restructuring advisor, and Houlihan Lokey Capital, Inc. as investment banker. Epiq Corporate Restructuring, LLC is the claims and noticing agent. On July 17, 2020, the U.S. Trustee for Region 3 appointed a committee of unsecured creditors. Pachulski Stang Ziehl & Jones, LLP and Alvarez & Marsal North America, LLC serve as the committee's legal counsel and financial advisor, respectively. MADDOX FOUNDRY: 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 Maddox Foundry & Machine Works, LLC, according to court dockets. About Maddox Foundry & Machine Works Maddox Foundry & Machine Works, LLC, a company that operates a foundry machine shop, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 20-10211) on Oct. 7, 2020. At the time of the filing, the Debtor disclosed assets of $500,000 and liabilities of $4.495 million. Seldon J. Childers, Esq., at ChildersLaw, LLC, serves as the Debtor's legal counsel. MCCLATCHY CO: Unsecureds to Get $4.59M Cash Settlement in Plan -------------------------------------------------------------- JCK Legacy Company, et al., submitted a First Amended Joint Chapter 11 Plan. The Debtors filed (a) an amended version of the Plan to incorporate certain changes, and (b) a further updated version of the Confirmation Order to respond to certain filed objections and to reflect additional informal comments received from parties-in-interest. The treatment provided to Class 3 Allowed Second Lien Term Loan Claims and Class 5 Allowed General Unsecured Claims incorporates and reflects a good faith compromise and settlement by and among the Debtors, the Chatham Parties, the Brigade Parties, SIJ Holdings, LLC (the purchaser of the Debtors' assets), and the Official Committee of Unsecured Creditors (the "Committee Settlement") that will, subject to Confirmation of the Plan and the occurrence of the Effective Date, result in, among other things, (a) the release of each Chatham Party and Brigade Party pursuant to Articles 10.3 and 10.4 hereof (together, the "Chatham/Brigade Release"), (b) the contribution by the Chatham Parties and/or the Purchaser of $1,000,000 upon the closing of the Sale Transaction, with $400,000 of such amount being funded to the GUC Recovery Trust Escrow and the remainder utilized to fund the wind-down expenses of the Debtors' Estates consistent with the Admin Liability Schedule; and (c) the distribution of material value to holders of General Unsecured Claims in the form of: (i) $4,587,500 in cash settlement proceeds from the settlement of claims against the Ds&Os, (ii) a portion of the proceeds of the Net Tax Refund, and (iii) $1,000,000 in cash consideration (consisting of (x) the Initial Purchaser Contribution ($400,000) that shall be transferred from the GUC Recovery Trust Escrow to the GUC Recovery Trust on the Effective Date, and (y) $600,000 upon receipt of the Tax Refund to the GUC Recovery Trust, which amount shall constitute a Deferred Amounts Claim). As contemplated in the Committee Settlement, the Debtors and the Committee have both approved an agreement to settle and release all estate claims against all current and former Ds&Os, including but not limited to those included in the proposed complaint annexed to the Committee's Standing Motion, in exchange for a payment of $4,587,500 from the D&O Insurance carriers to the GUC Recovery Trust Escrow until transferred to the GUC Recovery Trust. Such payment will be made by the D&O Insurance carriers on or before the Effective Date. In the event the Bankruptcy Court declines to enter an order confirming the Plan, or the Effective Date does not occur within 21 days of the D&O Insurance carriers making such payment to the GUC Recovery Trust Escrow, then the agreement to settle and release all estate claims against all current and former Ds&Os shall automatically terminate, unless the D&O Insurance carriers sign a waiver or amendment to the effectiveness of such termination. In the event of termination (the "D&O Insurance Settlement Termination"), the $4,587,500 payment shall be returned to the D&O Insurance carriers from the GUC Recovery Trust Escrow within 10 days of such D&O Insurance Settlement Termination. "GUC Recovery Trust Assets" means, pursuant to the Committee Settlement, (a) Cash in the amount of $5,587,500 in the aggregate, comprised of (i) the Initial Purchaser Contribution of $400,000, which shall be transferred to the GUC Recovery Trust on the Effective Date, (ii) $4,587,500 in Cash, which shall be paid by the D&O Insurance carriers to the GUC Recovery Trust Escrow on or prior to the Effective Date and subsequently transferred to the GUC Recovery Trust on the Effective Date in accordance with Article 6.3, and (iii) $600,000 in Cash funded by the proceeds of the Tax Refund (prior to the distribution of any Net Tax Refund) in accordance with Article 2.3, (b) 77.5% of the Net Tax Refund, (c) an undivided interest in the GUC Recovery Trust Causes of Action and the proceeds thereof, (d) the New Parent Equity; and (e) any additional assets required to be transferred to the GUC Recovery Trust in connection with the Restructuring Transactions. "GUC Recovery Trust Escrow Amount" means $4,987,500, comprised of the Initial Purchaser Contribution and the settlement amount paid by the D&O Insurance carriers. "Initial Purchaser Contribution" means $400,000 in Cash funded by the Chatham Parties and/or the Purchaser on the closing date of the Sale Transaction to the GUC Recovery Trust Escrow. A full-text copy of the First Amended Joint Chapter 11 Plan dated Sept. 21, 2020, is available at https://tinyurl.com/y55lsmda from PacerMonitor.com at no charge. Counsel for the Debtors: Shana A. Elberg Bram A. Strochlic SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP One Manhattan West New York, New York 10001 Telephone: (212) 735-3000 Fax: (212) 735-2000 – and – Van C. Durrer, II Destiny N. Almogue 300 South Grand Avenue, Suite 3400 Los Angeles, California 90071-3144 Telephone: (213) 687-5000 Fax: (213) 687-5600 Albert Togut Kyle J. Ortiz Amy Oden TOGUT, SEGAL & SEGAL LLP One Penn Plaza, Suite 3335 New York, New York 10119 Tel: (212) 594-5000 Fax: (212) 967-4258 – and – Jennifer Madden 525 University Avenue Palo Alto, California 94301 Tel: (650) 470-4500 Fax: (650) 470-4570 About McClatchy Co. The McClatchy Co. (OTC-MNIQQ) -- https://www.mcclatchy.com/ -- operates 30 media companies in 14 states, providing each of its communities local journalism in the public interest and advertising services in a wide array of digital and print formats. McClatchy publishes iconic local brands including the Miami Herald, The Kansas City Star, The Sacramento Bee, The Charlotte Observer, The (Raleigh) News & Observer, and the Fort Worth Star-Telegram. McClatchy is headquartered in Sacramento, Calif., and was listed on the New York Stock Exchange American under the symbol MNI. On Feb. 13, 2020, The McClatchy Company and 53 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-10418) with a Plan of Reorganization that will cut $700 million of funded debt in half. McClatchy was estimated to have $500 million to $1 billion in assets and debt of at least $1 billion as of the bankruptcy filing. The cases are pending before the Honorable Michael E. Wiles. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as general bankruptcy counsel; Togut, Segal & Segal LLP as co-bankruptcy counsel with Skadden; Groom Law Group as special counsel; FTI Consulting, Inc. as financial advisor; and Evercore Inc. as investment banker. Kurtzman Carson Consultants LLC is the claims agent. * * * At an auction in July 2020, the Debtors identified the bid submitted by SIJ Holdings, LLC, an affiliate of Chatham Asset Management, LLC, as the highest or otherwise best bid for the Debtors' assets. The Debtors changed their names to JCK Legacy Company, et al., following completion of the sale. MILFORD REGIONAL: Moody's Alters Outlook on $43MM Debt to Negative ------------------------------------------------------------------ Moody's Investors Service has affirmed Milford Regional Medical Center's MA's Ba2 revenue bond rating. The outlook has been changed to negative from stable. This action affects about $43 million of rated debt. RATINGS RATIONALE Affirmation of Milford Regional Medical Center's (MRMC) Ba2 rating reflects its position as a small, independent player amid larger systems in the greater Boston market. MRMC will remain highly leveraged due in part to a recent increase in debt related to a newly installed IT system. MRMC will maintain only moderate cash levels, which have declined due to thin operating performance and capital expenditures prior to the outbreak. Although MRMC's recovery from the suspension of elective services is ongoing and revenue has returned to pre-COVID levels, uncertainty will remain regarding sustainability especially in light of a possible resurgence, and acceleration in site of care shifts. Management will focus on increasing both the number of patients covered by and referrals from its employed primary care physicians. MRMC's ongoing relationships with physicians that are affiliated with well-regarded academic medical centers will help support steady inpatient volume trends. MRMC will maintain lower exposure to governmental payors than peers although a potential rise in Medicaid and uninsured patients given prolonged economic weakness would affect profitability. RATING OUTLOOK The change to a negative outlook reflects Moody's view that MRMC will face challenges in reversing operating losses in fiscal 2021 even amid recovery that has been on track thus far. This also raises uncertainty that MRMC will be able to achieve gradual improvement in modest cash levels and metrics. Although management expects to meet its financial covenant at fiscal yearend 2020, the cushion will likely be narrow. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING - Sustained improvement in operating income and operating cash flow - Meaningful improvement in days cash or cash to debt metrics - Reduction in financial leverage as measured by debt to cash flow - Successful expansion of panel size and referrals from employed physicians, leading to strong top-line growth and better market share FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING - Inability to outperform fiscal 2021 forecast and achieve breakeven operating income - Lack of gradual improvement in absolute cash or cash metrics - Rise in leverage as measured by debt to cash flow - Breach of covenant and risk of acceleration - Unsustained recovery or less favorable payor mix LEGAL SECURITY Bonds are backed by a gross receipts pledge of the obligated group (includes the hospital and Milford Regional Physician Group). The bonds are also secured by a mortgage on the primary hospital campus in Milford and a debt service reserve fund. PROFILE MRMC is a 145-bed community hospital located approximately 40 miles southwest of Boston and 15 miles southeast of Worcester, Massachusetts. The obligated group also includes Milford Regional Physician Group (MRPG), a multi-specialty physician group practice with 94 employed physicians across multiple sites. METHODOLOGY The principal methodology used in this rating was Not-For-Profit Healthcare published in December 2018. NEW YORK GRANITE: Nov. 23 Auction of Substantially All Assets ------------------------------------------------------------- Judge Cecelia G. Morris of the U.S. Bankruptcy Court for the Southern District of New York authorized New York Granite Corp.'s bidding procedures in connection with the sale of assets, including but not limited to inventory, equipment, good will, telephone number of (845) 563-0513, and the business name of "New York Granite," to USA Granite Corp. for $27,000, cash, subject to overbid. A hearing on the Motion was held on Nov. 10, 2020. The salient terms of the Bidding Procedures are: a. Bid Deadline: Nov. 20, 2020 at 10:00 a.m. (ET) b. Deposit: 15% of the bid amount c. Auction: If the Debtor receives a Qualified Bid by the Bidding Deadline, an auction will be held on Nov. 23, 2020, at the offices of the Debtor's counsel, Genova & Malin, LLP, 1136 Route 9, Wappingers Falls, New York 12590 or at such other date, time and place as the Debtor will notify all Qualified Bidders and the Notice Parties entitled to attend the Auction, including remotely by means accessible to Qualified Bidders and the Notice Parties (such as Zoom or Webex). There will be no Auction if there are no Qualified Bids other than the bid of Interstate. d. Closing: Seven days after entry by the Court of the Order Approving Sale e. Break-Up Fee: $2,000 f. Sale Hearing: Dec. 1, 2020 at 9:00 a.m. g. Motion Objection Deadline: Nov. 20, 2020 at 5:00 p.m. (ET) The form of the Sale Notice is approved in all respects. All parties in interest will receive or be deemed to have received good and sufficient notice of all relief sought in the Motion the proposed Approval Order, the proposed sale of the Debtor's Assets, within three business days of the entry of the Order. Notwithstanding Bankruptcy Rules 6004(g) and 6006(d), the Order will not be stayed for 10 days after its entry and will be effective and enforceable immediately upon signature thereof. A copy of the Bidding Procedures is available at https://tinyurl.com/y4qybffx from PacerMonitor.com free of charge. About New York Granite Corp. New York Granite Corporation owns and operates a cabinet and countertop store for kitchen or bath. New York Granite filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 19-36941) on Dec. 5, 2019. In the petition signed by Wieslaw Piasecki, president, the Debtor was estimated to have under $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Cecelia G. Morris oversees the case. The Debtor is represented by Andrea B. Malin, Esq. and Michelle L. Trier, Esq., at Genova & Malin. NEZHONI CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: NeZhoni Construction LLC 1931 Hill Street Kaysville, UT 84037-9536 Business Description: NeZhoni Construction LLC is a privately held company that offers general contracting, specialized electrical services including sub stations and fiber optic installation to both government and commercial clients. Chapter 11 Petition Date: November 16, 2020 Court: United States Bankruptcy Court District of Utah Case No.: 20-26755 Judge: Hon. Joel T. Marker Debtor's Counsel: Kenneth L. Cannon, II, Esq. DENTONS DURHAM JONES PINEGAR P.C. 111 South Main Street, Suite 2400 PO Box 4050 Salt Lake, UT 84110-4050 Tel: (801) 415-3000 Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Vanessa Kaye, owner. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: https://www.pacermonitor.com/view/6XOAQPA/NeZhoni_Construction_LLC__utbke-20-26755__0002.0.pdf?mcid=tGE4TAMA A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3YCGGDQ/NeZhoni_Construction_LLC__utbke-20-26755__0001.0.pdf?mcid=tGE4TAMA NH HIGHWAY: Unsecureds to Recover 24.4% to 100% in Plan ------------------------------------------------------- NH Highway Hotel Group, LLC, submitted an Amended Plan and an Amended Disclosure Statement. The Plan anticipates an initial distribution of approximately $45,875 to unsecured creditors, exclusive of Mr. Larrabee. The total unpaid claims are $188,316. If the unsecured class votes in favor of the Plan, then the initial distribution to unsecured creditors will be approximately 24.4%. There may be subsequent distributions that might bring the total to 100% but there is no assurance that the additional distributions will occur. The Plan is based on four payment streams: (a) first, at confirmation NHHG will have available $122,500.00 (the "Exit Financing"). The Exit Financing will be provided by Silver City Holdings, WT, LLC ("SC") pursuant to the Second Stipulation discussed below. The Exit Financing is contingent upon confirmation of the Plan and shall be repaid as described in more detail below. NHHG will use the financing to pay: (i) $73,000.00 to the holders of allowed or approved administrative expenses; (ii) $1,625.00 to the United States Trustee in payment of quarterly fees due the UST; (iii) to accountant fees in the approximate amount of $2,000; and (iv) the remainder, which is estimated to be $45,875.00 to unsecured creditors on a pro rata basis. Second after confirmation, if the Reorganized Debtor or its agents assist SC in obtaining a gravel permit for the property located at 39 Hackett Hill Road, Hooksett, New Hampshire (the "Property"), then the Reorganized Debtor will be paid $100,000.00 which will be paid in reduction of the principal balance of the Exit Financing. Third, after confirmation, if and when water is extracted from the Property then the Reorganized Debtor will be paid a quarter of a cent per gallon (the "Water Payments") and a portion of that payment will be paid to creditors until they are paid in full (but without interest). And (d) fourth, after confirmation, the Reorganized Debtor will retain and may pursue litigation claims. The unsecured creditors will share in each stream of funds except the Exit Financing pro rata with the remaining balances due for attorney's fees. After the Exit Payment payments, there will likely be about $177,000.00 in remaining administrative expenses (unpaid attorney fees) which will share pro rata with about $142,440.50 in remaining unpaid claims due prepetition unsecured creditors. Such payments will not occur until at least one commercial well is installed by some user. If installed, NHHG understands that such a well could extract and could be permitted to extract as much as 651,702 gallons per day. If such a well could actually extract 400,000 gallons per day, then it would take about two years for the plan payments to be completed. If multiple wells can be installed, then the time period may be less. Such wells are unlikely to come on-line until about two years after the permitting process is started. NHHG is unaware of any current plans to install such a well but intends to work to cause it to happen. NHHG expects to be able to make the initial payments contemplated under the Plan before the close of the fourth quarter of 2020. NHHG cannot predict when the final cash payments under the plan will occur. The Plan provides that NHHG will issue new debt instruments representing the obligation to pay and upon the issuance of those instruments cause the case to close. Class 1 Claims of Unsecured Creditors are impaired. Class 1 consists of all unsecured claims against NHHG not otherwise classified. The amount of the Class 1 claims is estimated to be $188,316. The Plan will pay those creditors an aggregate amount of $45,875. Each Unsecured Creditor will share equally with all other Unsecured Creditors and so will receive 24.361% of its claim on or before the later of the date the claim is finally allowed or thirty days after the Effective Date. A full-text copy of the Amended Disclosure Statement dated September 21, 2020, is available at https://tinyurl.com/y58vbuor from PacerMonitor.com at no charge. A full-text copy of the Amended Disclosure Statement dated September 30, 2020, is available at https://tinyurl.com/yxuldqug from PacerMonitor.com at no charge. The Debtor's attorneys: Edmond J. Ford, Esq. FORD, MCDONALD, MCPARTLIN & BORDEN, P.A. 10 Peasant Street, Suite 400 Portsmouth, NH 03801-4551 Tel: (603) 373-1600 Fax: (603) 242-1381 E-mail: eford@fordlaw.com About NH Highway Hotel Group NH Highway Hotel Group, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.N.H. Case No. 19-11303) on Sept. 19, 2019, disclosing under $1 million in both assets and liabilities. Judge Bruce A. Harwood oversees the case. The Debtor has tapped Ford McDonald McPartlin & Borden, P.A., as its legal counsel and Duane A. D'Agnese & Company, P.A., as its accountant. NOVABAY PHARMACEUTICALS: Incurs $3.22-Mil. Net Loss in 3rd Quarter ------------------------------------------------------------------ Novabay Pharmaceuticals, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss and comprehensive loss of $3.22 million on $2.17 million of net total sales for the three months ended Sept. 30, 2020, compared to a net and comprehensive loss of $282,000 on $1.61 million of net total sales for the three months ended Sept. 30, 2019. For the nine months ended Sept. 30, 2020, the Company reported a net loss and comprehensive loss of $9.28 million on $8.05 million of net total sales compared to a net and comprehensive loss of $6.97 million on $4.89 million of net total sales for the three months ended Sept. 30, 2019. As of Sept. 30, 2020, the Company had $17.08 million in total assets, $3.20 million in total liabilities, and $13.88 million in total stockholders' equity. Novabay said, "Based primarily on the funds available at September 30, 2020, management believes that the Company's existing cash and cash equivalents and cash flows generated from product sales will be sufficient to enable the Company to meet its planned operating expenses at least through November 12, 2021. However, changing circumstances may cause the Company to expend cash significantly faster than currently anticipated, and the Company may need to spend more cash than currently expected because of circumstances beyond its control. Additionally, our future results, cash expenditures and ability to obtain additional external financing could be adversely affected by the COVID-19 pandemic and general adverse economic conditions." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1389545/000143774920023620/nby20200930_10q.htm About Novabay Headquartered in Emeryville, California, NovaBay Pharmaceuticals, Inc. -- http://www.novabay.com/-- is a biopharmaceutical company focusing on commercializing and developing its non-antibiotic anti-infective products to address the unmet therapeutic needs of the global, topical anti-infective market with its two distinct product categories: the NEUTROX family of products and the AGANOCIDE compounds. The Neutrox family of products includes AVENOVA for the eye care market, CELLERX for the aesthetic dermatology market, and NEUTROPHASE for wound care market. Novabay reported a net loss and comprehensive loss of $9.66 million for the year ended Dec. 31, 2019, compared to a net loss and comprehensive loss of $6.54 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $13.27 million in total assets, $12.29 million in total liabilities, and $983,000 in total stockholders' equity. OUM & CO. LLP, in San Francisco, California, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 26, 2020 citing that the Company has experienced operating losses for most of its history and expects expenses to exceed revenues in 2020. The Company also has recurring negative cash flows from operations and an accumulated deficit. All of these matters raise substantial doubt about its ability to continue as a going concern. NPC INTERNATIONAL: 50+ Buyers Express Interest in Restaurants ------------------------------------------------------------- Jonathan Maze of Restaurant Business reports that more than 50 potential buyers are eyeing at least a piece of the massive number of restaurants operated by the bankrupt Wendy's and Pizza Hut franchisee NPC International, setting a stage for a remarkably competitive set of auctions that start later this month. One of those bidders is the biggest restaurant franchisee in the U.S., Flynn Restaurant Group, which last week was approved as the "stalking horse" bidder for all of NPC's restaurants for $816 million—over objections from Wendy's, which has not approved Flynn as an operator of the nearly 400 units in its system that are up for sale. Still, the Flynn bid is already 12.5% higher than the $725 million NPC initially hoped to get in a sale of the assets from a trio of auctions—one for each of the Wendy's and Pizza Hut operations and another for the whole company. At least 26 potential buyers are eyeing some of the Wendy's restaurants, while at least 32 are eyeing some Pizza Hut locations, according to documents filed with the U.S. bankruptcy court. NPC is the largest franchisee in both the Wendy's and Pizza Hut systems, operating 900 of the pizza chain's units after the closure of 300 in recent months. The franchisee filed for Chapter 11 bankruptcy in July 2020 with about $900 million in debt, and the potentially competitive bid process increases the likelihood that lenders recover all of that. As the stalking horse bidder, Flynn gets the inside track on the restaurants, setting a minimum bid that potential buyers have to overcome. But Flynn—which operates Applebee's, Arby's, Panera Bread and Taco Bell restaurants--could also get a breakup fee of as much as $20.5 million if the company is not the winning bidder. Wendy's objected to Flynn's bid, in part because of the substantial increment "is unlikely to encourage bidding," the company's attorneys said in a court filing on Friday, November 13, 2020. Yet Wendy's objected to Flynn's bid for a bigger reason: Its ownership of both Arby's and Panera Bread franchises. "Wendy's files this limited objection to make it clear that it has not consented to Flynn becoming a franchisee, let alone the largest franchisee in the Wendy's system,' attorneys for Wendy's wrote in the filing. According to the filing, Flynn refused in negotiations to sell the company’s 369 Arby's locations and 137 Panera Bread restaurants. That is a particularly notable point, because at one time Wendy's owned Arby's, and until recently Wendy's held a significant position in the company and then its owner, Inspire Brands, until its divestiture last year. In addition, according to court documents, Flynn has also "not proposed a sufficient guarantee or finalized a development and reimagine plan to allay Wendy's concerns." Wendy's typically wants franchisees to agree to develop new units or remodel existing locations as a condition of its approval for them to buy locations. The company has an aggressive strategy of steering restaurants into the hands of approved operators, in part by getting those operators to agree to such capital spending. Attorneys for Flynn, however, argue that the issues between the company and Wendy's are "all solvable." The operator also said in a court filing that it has "agreed to put significant capital into the business" for both Wendy’s and Pizza Hut, including development, reimaging, limitations on debt and other issues. The franchisee also said it agreed to confidentiality provisions and operating covenants "designed to alleviate stated competitive concerns" as well as the size of Flynn's portfolio. "As the largest or one of the largest franchisees for four of the nation's leading brands, Flynn has a deep responsibility of being the largest franchisee in a system and knows how to work in partnership with its franchisors," the franchisee said, adding "Wendy's has demonstrated its willingness to work with the Arby’s and Panera brands in the past." Flynn notes that Pilot Flying J operates both Wendy's and Arby's, and that Hamra Enterprises operates both Panera Bread and Wendy's locations. Pizza Hut, according to the filing, has reached an agreement with Flynn on business terms for their relationship. About NPC International NPC International, Inc. -- https://www.npcinternational.com/ -- is a franchisee company with over 1,600 franchised restaurants across two iconic brands -- Wendy's and Pizza Hut -- spanning 30 states and the District of Columbia. NPC International and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-33353) on July 1, 2020. At the time of the filing, the Debtors disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the cases. The Debtors tapped Weil, Gotshal & Manges, LLP, as bankruptcy counsel; Alixpartners, LLP as financial advisor; Greenhill & Co., LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims, noticing and solicitation agent and administrative advisor. OLDE LIBRARY: Dec. 17 Plan Confirmation Hearing Set --------------------------------------------------- On September 20, 2020, debtor Olde Library Office Complex Partnership filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a Disclosure Statement relating to its Chapter 11 Plan of Reorganization. On October 29, 2020, Judge Gregory L. Taddonio approved the Disclosure Statement and ordered that: * December 17, 2020 at 11:00 A.M. via ZOOM video conference is the hearing to consider confirmation of the Plan and any objections thereto. * November 29, 2020 is fixed as the last day to file objections to confirmation of the Plan. * November 29, 2020 is the balloting deadline for voting on the Plan. * December 2, 2020 is fixed as the last day for the Debtor to file a Ballot Summary. A full-text copy of the order dated October 29, 2020, is available at https://tinyurl.com/y6nh2drw from PacerMonitor.com at no charge. Counsel to the Debtor: Keila Estevez, Esq. Bernstein-Burkley, P.C. 707 Grant Street, Suite 2200, Gulf Tower Pittsburgh, PA 15219 About Olde Library Office Complex Partnership Olde Library Office Complex Partnership sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-23767) on Sept. 26, 2019. At the time of the filing, the Debtor was estimated to have assets of between $100,001 and $500,000 and liabilities of the same range. Judge Gregory L. Taddonio oversees the case. The Debtor is represented by Keila Estevez, Esq., at Bernstein-Burkley, PC. No official committee of unsecured creditors has been appointed in Debtor's case. OLDE LIBRARY: Unsecureds to Get Remaining Sale Proceeds ------------------------------------------------------- Olde Library Office Complex Partnership filed a Plan and a Disclosure Statement. Under the Plan, the Debtor proposes to liquidate all Assets of the Debtor for the benefit of the creditors of the Debtor's estates. The Debtor's goal is to maximize the value of its assets. Therefore, the Debtor shall consummate a sale of all or substantially all of its assets to the bidder that provides the highest or otherwise best bid. All proceeds resulting from the sale of the Debtor's Assets and will be distributed by the Reorganized Debtor to certain Holders of Allowed Claims, whose Allowed Claims against the Debtor will be exchanged for a pro rata beneficial interest in the sale funds. The Plan contemplates the following distributions of Sale Proceeds: 1. payment in full in Cash by the Reorganized Debtor either on or after the Effective Date to Holders of Allowed Administrative Expense Claims; 2. payment in full in Cash by the Reorganized Debtor either on or after the Effective Date to Holders of Allowed Priority Claims; 3. payment in full in Cash by the Reorganized Debtor either on or after the Effective Date to Holders of Allowed Secured Claims; and 4. payment of a pro rata share of the remaining available Cash by the Reorganized Debtor to the Allowed General Unsecured Claims as soon as practicable after the sale of the Debtor's Assets. Allowed general unsecured claims are estimated to total $199,264. A copy of the Disclosure Statement dated Sept. 20, 2020, is available at: https://www.pacermonitor.com/view/HHIA6XI/Olde_Library_Office_Complex_Partnership__pawbke-19-23767__0075.0.pdf About Olde Library Office Complex Partnership Olde Library Office Complex Partnership sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-23767) on Sept. 26, 2019. At the time of the filing, Debtor was estimated to have assets of between $100,001 and $500,000 and liabilities of the same range. Judge Gregory L. Taddonio oversees the case. Debtor is represented by Keila Estevez, Esq., at Bernstein-Burkley, PC. No official committee of unsecured creditors has been appointed in Debtor's case. OPTIMUMBANK HOLDINGS: Incurs $496K Net Loss in Third Quarter ------------------------------------------------------------ Optimumbank Holdings, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $496,000 on $1.77 million of total interest income for the three months ended Sept. 30, 2020, compared to a net loss of $280,000 on $1.26 million of total interest income for the three months ended Sept. 30, 2019. For the nine months ended Sept. 30, 2020, the Company reported a net loss of $1.15 million on $4.90 million of total interest income compared to a net loss of $856,000 on $3.69 million of total interest income for the nine months ended Sept. 30, 2019. As of Sept. 30, 2020, the Company had $208.60 million in total assets, $194.92 million in total liabilities, and $13.68 million in total stockholders' equity. The Company stated, "The Coronavirus global pandemic ("COVID-19") has negatively impacted the global economy, disrupted global supply chains, lowered equity market valuations, created significant volatility and disruption in financial markets and significantly increased unemployment levels. The extent to which the COVID-19 pandemic impacts our business, results of operations, and financial condition, as well as our regulatory capital and liquidity ratios, will depend on future developments, the duration of the pandemic, and actions taken by governmental authorities to slow the spread of the disease or to mitigate its effects. "The Company took action to prepare its employees, support its clients, and help its communities. The Company has supported small business owners by making loans through the Small Business Administration Paycheck Protection Program ("PPP"). As of September 30, 2020, the Bank had originated 204 PPP loans for a total dollar amount of $19.2 million. These loans are 100% guaranteed by the Small Business Administration (the "SBA"). The Company has the option to fund PPP loans through the Federal Reserve Bank's Paycheck Protection Program Liquidity Facility (the "PPPLF"). Loans pledged to secure PPPLF advances will be excluded from the calculations of the Bank's regulatory capital ratios. At September 30, 2020, there were no outstanding borrowings under the PPPLF." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1288855/000149315220021034/form10-q.htm About OptimumBank OptimumBank Holdings, Inc. is a Florida corporation formed in 2004 as a bank holding company for OptimumBank. The Company's only business is the ownership and operation of the Bank. The Bank is a Florida state chartered bank established in 2000, with deposits insured by the Federal Deposit Insurance Corporation. The Bank offers a variety of community banking services to individual and corporate customers through its three banking offices located in Broward County, Florida. OptimumBank reported a net loss of $1.10 million for the year ended Dec. 31, 2019. OUTDOOR BY DESIGN: Sale of All Assets to Shvartsman Approved ------------------------------------------------------------ Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle District of Florida authorized Outdoor By Design, LLC's sale of substantially all their assets to Gerald Shvartsman. The Sale Hearing was held on Oct. 26, 2020 at 2:00 p.m. No bid was received on the Sun 3D printer. Accordingly, the Sun 3D printer is excluded from the sale. The Assets are sold free and clear of all claims, liens and encumbrances, with all such liens, claims and encumbrances to attach to the proceeds of the sale of the Assets. Rosenthal and Rosenthal, Inc. has consented to the Debtor's use of its collateral to fund certain costs and expenses of administering the Debtor's Chapter 11 case, including, a carve-out for the costs incurred in the disposition of its collateral and for payment of all outstanding U.S. Trustee's Quarterly Fees, which costs total $3,765. In connection with the closing of the sale, in accordance with the Motion, all proceeds, less the carve-out costs, will forthwith be paid by the Debtor to Rosenthal for application to its first priority secured claim. The requirements set forth in Bankruptcy Rules 6004 and 6006 and have been satisfied or otherwise deemed waived. As provided by Bankruptcy Rules 7062 and 9014, the terms and conditions of the Order will be effective immediately upon entry and will not be subject to the stay provisions contained in Bankruptcy Rules 6004(h) and 6006(d) or any similar rule that would delay the effectiveness of the Order. Time is of the essence in closing the sale and the Debtor and the Buyer intends to close the sale as soon as possible. All time periods set forth in the Order will be calculated in accordance with Bankruptcy Rule 9006(a). From the carve-out costs, the Debtor will pay all outstanding quarterly fees due the United States Trustee within 14 days from the entry of the Order. About Outdoor By Design Outdoor By Design, LLC, a manufacturer of outdoor furnishings, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-04253) on June 1, 2020. At the time of the filing, the Debtor disclosed $3,090,093 in assets and $10,543,170 in liabilities. Debtor has tapped Law Offices of Benjamin Martin as its legal counsel. PAUL OLIVA PARADIS: $3.6M Sand Dune Property Sale Approved ---------------------------------------------------------- Judge Paul Sala of the U.S. Bankruptcy Court for District of Arizona authorized Paul Oliva Paradis' sale of the residential property located at 40365 Sand Dune Rd., Rancho Mirage, California to Karen A. McDonald Trust for $3.6 million, cash. The hearing on the Motion was held on Nov. 9, 2020. The sale is free and clear of all liens, claims, interests, and encumbrances. The Debtor is authorized to sell the Property to the Buyer, with all liens paid from sale proceeds, including, without limitation, the following: (i) The lien of a Deed of Trust dated May 4, 2018 and recorded May 15, 2018 as Instrument No. 2018-0189949 official records of Riverside County, California securing a claim held by Axos Bank which was equal to $2,341,775 as of the Petition Date. (ii) A lien for any and all unpaid real estate taxes, condominium fees, and/or homeowners' association assessments. (iii) A lien for assessments and other charges in favor of the Thunderbird Property Owners Association ("HOA"). All liens, claims, interests, and encumbrances will attach to the sale proceeds. The Debtor will close escrow, and will direct WonderLand Escrow at 13325 Ventura Blvd, Sherman Oaks, CA 91425, to close, and the Escrow Agent will close escrow in accordance with the Purchase Agreement and the Order, to satisfy from the sale proceeds, (i) all monetary liens upon the Property, (ii) the seller's share of all customary closing costs, settlement costs, transfer fees, title insurance costs, commissions, recording fees, and escrow fees, and (iii) all other prorations, expenses, and settlement costs set forth generally in the Seller's Estimated Net Proceeds Statement, and otherwise to disburse sale proceeds only in accordance with the Order. All claims secured by the lien of Axos Bank and the lien for unpaid real estate taxes, condominium fees and/or homeowners' association assessments and any other liens, claims, interests, and encumbrances upon the Property will be paid in full from the sale proceeds at close of escrow. The Seller's share of any current year's taxes and assessments will be prorated to close of escrow. A broker's commission equal to 6% of the purchase price (i.e. $216,000) will be split between Armine Amy Oganyan and Anna Barkhoudarian of Keller Williams Realty Encino-Sherman Oaks as agent for Debtor/Seller and HK Lane Realtors as agent for Buyer and the sum of $126,000 (3.5%) will be paid to Armine Amy Oganyan and Anna Barkhoudarian of Keller Williams Realty Encino-Sherman Oaks from the sale proceeds at close of escrow and the sum of $90,000 will be paid to HK Lane Realtors from the sale proceeds at close of escrow. All net proceeds will be disbursed to the Debtor and will be maintained in the Debtor's DIP bank account and dispersed pursuant to a confirmed plan of reorganization or otherwise as may be ordered by the Court. Axos Bank's lien will be paid in full subject to a payoff quote obtained at or near the date of close of escrow. Axos Bank will be paid directly through the Escrow Agent within 48 hours of the close of escrow pursuant to wire instructions provided by Axos Bank. The Debtor will contact Axos Bank and/or its counsel of record prior to the close of escrow to obtain an updated payoff quote for the satisfaction of its loan secured by the Property. Axos Bank reserves the right to require an updated payoff demand prior to any close of escrow to ensure Ameris Bank's claim is paid in full. Expired payoff quotes may not be used to close escrow. Axos Bank's claim will not be surcharged in any way with the costs of the sale, broker commissions, attorneys' fees, trustee fees, or any other administrative claims, costs, or expenses in connection with the sale of the Property. If the sale of the Property does not close or funds are not received by Axos Bank to pay its lien in full following close of escrow in accordance with its payoff statement, Axos Bank will retain its lien on the Property to secure the full amount owed under the indebtedness owed to the bank. The terms of the Order will be reflected in any Amended Chapter 11 Plan filed by the Debtor or Confirmation Order thereon. If the Debtor completes the sale prior to confirmation of the Plan, the treatment of creditor's claim in the Plan will be amended in the confirmation order to reflect payment in full from the sale. If the Debtor fails to close escrow and payoff the indebtedness owed to Axos Bank in accordance with the Order within 90 calendar days of the entry of the Order, the Order will become void unless the Debtor files and notices a motion with the Court requesting an extension of time to complete the sale transaction. Notwithstanding the applicability of Bankruptcy Rule 6004(h), the Order will be immediately effective and enforceable upon its entry by the Court and the 14-day stay of Bankruptcy Rule 6004(h) will not be applicable to the Order or the sale approved. Upon the closing of the sale, no later than 21 days thereafter the counsel for the Debtor will file a Notice of Consummation and Sale Report as required by Local Rule 6004-1(d). All sale proceeds payable to the bankruptcy estate will be deposited into the IOLTA trust account of the Debtor's counsel and will not be disbursed except upon further order of the Court. Paul Oliva Paradis sought Chapter 11 protection (Bankr. D. Ariz. Case No. 20-06724) on June 3, 2020. The Debtor tapped Allan D. Newdelman, Esq., at Allan D Newdelman P.C. as counsel. PAUL OLIVA PARADIS: $460K Sale of Nashville Property to Gordon OK'd ------------------------------------------------------------------- Judge Paul Sala of the U.S. Bankruptcy Court for District of Arizona authorized Paul Oliva Paradis' sale of the condominium unit located at 1212 Laurel Street, Unit 2211, Nashville, Tennessee to Joseph Gordon for $459,900, cash, pursuant to their Purchase and Sale Agreement. The hearing on the Motion was held on Nov. 9, 2020. The sale is free and clear of all liens, claims, interests, and encumbrances. The Debtor is authorized to sell the Property to the Buyer, with all liens paid from sale proceeds, including, without limitation, the following: (i) The lien of a deed of trust recorded Feb. 3, 2017 as Instrument No. 20170203-001 1984, official records of Davidson County, Tennessee securing a claim held by Ameris Bank which was equal to $256,395 as of the Petition Date. (ii) A lien for any and all unpaid real estate taxes, condominium fees, and/or homeowners' association assessments. (iii) The leasehold interest of Chris Jarratt. All liens, claims, interests, and encumbrances will attach to the sale proceeds. The Debtor will close escrow, and will direct Lawyers Land & Title, 500 N. Walnut St., Murfreesboro, TN 31730; 615-686-2521, to close, and the Escrow Agent will close escrow in accordance with the Purchase Agreement and the Order, to satisfy from the sale proceeds, (i) all monetary liens upon the Property, (ii) the seller's share ofall customary closing costs, settlement costs, transfer fees, title insurance costs, commissions, recording fees, and escrow fees, and (iii) all other prorations, expenses, and settlement costs set forth generally in the Seller's HUD-1 Report, and otherwise to disburse sale proceeds only in accordance with the Order. All claims secured by the lien of Ameris Bank and the lien for unpaid real estate taxes, condominium fees and/or homeowners' association assessments and any other liens, claims, interests, and encumbrances upon the Property will be paid in full from the sale proceeds at close of escrow. The Seller's share of any current year's taxes and assessments will be prorated to close of escrow. A broker's commission equal to 6% of the purchase price (i.e. $27,594) will be split between Prentiss Holt of Benchmark Realty (612-909-2323; prentissholt@gmail.com) as agent for Debtor and Kaylie Payne as agent for the Buyer and the sum of $13,797 will be paid to Prentiss Holt of Benchmark Realty from the sale proceeds at close of escrow and the sum of $13,797 will be paid to Kaylie Payne from the sale proceeds at close of escrow. A broker fee of $799 will also be paid to Benchmark Realty. All net proceeds will be disbursed to the Debtor and will be maintained in the Debtor's DIP bank account and dispersed pursuant to a confirmed plan of reorganization or otherwise as may be ordered by the Court. Ameris Bank's lien will be paid in full subject to a payoff quote obtained at or near the date of close of escrow. Ameris Bank will be paid directly through the Escrow Agent within 48 hours of the close of escrow. The Debtor will contact Ameris Bank and/or its counsel of record prior to the close of escrow to obtain an updated payoff quote for the satisfaction of its loan secured by the Property. Ameris Bank reserves the right to require an updated payoff demand prior to any close ofescrow to ensure Ameris Bank's claim is paid in full. Expired payoff quotes may not be used to close escrow. Ameris Bank's claim will not be surcharged in any way with the costs of the sale, broker commissions, attorneys' fees, trustee fees, or any other administrative claims, costs, or expenses in connection with the sale ofthe Property. If the sale ofthe Property does not close or funds are not received by Ameris Bank to pay its lien in full following close of escrow in accordance with its payoff statement, Ameris Bank will retain its lien on the Property to secure the full amount owed under the indebtedness owed to the bank. The terms of the Order will be reflected in any Amended Chapter 11 Plan filed by the Debtor or Confirmation Order thereon. If the Debtor completes the sale prior to confirmation of the Plan, the treatment of creditor's claim in the Plan will be amended in the confirmation order to reflect payment in full from the sale. If the Debtor fails to close escrow and payoff the indebtedness owed to Ameris Bank in accordance with the Order within 90 calendar days of the entry of the Order, the Order will become void unless the Debtor files and notices a motion with the Court requesting an extension of time to complete the sale transaction. Notwithstanding the applicability of Bankruptcy Rule 6004(h), the Order will be immediately effective and enforceable upon its entry by the Court and the 14-day stay of Bankruptcy Rule 6004(h) will not be applicable to the Order or the sale approved. Upon the closing ofthe sale, no later than 21 days thereafter the counsel for the Debtor will file a Notice of Consummation and Sale Report as required by Local Rule 6004-1(d). All sale proceeds payable to the bankruptcy estate will be deposited into the IOLTA trust account of the Debtor's counsel and will not be disbursed except upon further order of the Court. Paul Oliva Paradis sought Chapter 11 protection (Bankr. D. Ariz. Case No. 20-06724) on June 3, 2020. The Debtor tapped Allan D. Newdelman, Esq., at Allan D Newdelman P.C., as counsel. PHUNWARE INC: Incurs $8.6 Million Net Loss in Third Quarter ----------------------------------------------------------- Phunware, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $8.57 million on $3.13 million of net revenues for the three months ended Sept. 30, 2020, compared to a net loss of $2.43 million on $5.64 million of net revenues for the three months ended Sept. 30, 2019. "Our solid financial results for the third quarter of 2020 exceeded our upwardly revised financial guidance, highlighted by more than a 40% sequential increase in Net Revenues to $3.13 million," said Alan S. Knitowski, president, CEO and co-founder of Phunware. "Perhaps even more encouraging is our expanded gross margin that exceeded 71%, along with our ability to reduce Adjusted EBITDA loss by nearly 30% sequentially. We have established solid operating momentum for entering 2021, positioning us to capitalize on the demand we're seeing for our MaaS Smart Workplace solutions for corporations and our MaaS Digital Front Door solutions for healthcare organizations." "We are thrilled to see continued sequential progress in our efforts to reduce operational cash burn, eliminate uncertainties and move toward break-even on an Adjusted EBITDA basis despite the ongoing pandemic," said Matt Aune, CFO of Phunware. "As our Q3 results demonstrate, we are improving our cash position, eliminating our outstanding litigation and liabilities, and expanding our platform sales and related margins." For the nine months ended Sept. 30, 2020, the Company reported a net loss of $16.04 million on $7.98 million of net revenues compared to a net loss of $8.98 million on $16.46 million of net revenues for the same period during the prior year. As of Sept. 30, 2020, the Company had $29.35 million in total assets, $34.16 million in total liabilities, and a total stockholders' deficit of $4.81 million. Phunware said, "There can be no assurance that the Company will be able to obtain additional funding on satisfactory terms or at all. In addition, no assurance can be given that any such financing, if obtained, will be adequate to meet the Company's capital needs and support its growth. If additional funding cannot be obtained on a timely basis and on satisfactory terms, its operations would be materially negatively impacted. The Company has therefore concluded there is substantial doubt about its ability to continue as a going concern through one year from the issuance of these condensed consolidated financial statements." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1665300/000162828020016344/phun-20200930.htm About Phunware Headquartered in Austin, Texas, Phunware, Inc. -- http://www.phunware.com/-- is a Multiscreen-as-a-Service (MaaS) company, a fully integrated enterprise cloud platform for mobile that provides companies the products, solutions, data and services necessary to engage, manage and monetize their mobile application portfolios and audiences globally at scale. Phunware incurred a net loss of $12.87 million in 2019 compared to a net loss of $9.80 million in 2018. As of June 30, 2020, the Company had $28.22 million in total assets, $27.71 million in total liabilities, and $514,000 in total stockholders' equity. Marcum LLP, in Houston, TX, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 30, 2020 citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PINKLEY FARMS: Seeks to Hire Bond Law as Bankruptcy Attorney ------------------------------------------------------------ Pinkley Farms, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Arkansas to hire Bond Law Office to handle its Chapter 11 case. The hourly charge by the Bond Law is $300 for all work performed by lead attorney Stanley Bond, Esq., and $250 for all work performed by associate counsel Emily Henson, Esq. Paraprofessional time is charged at $100 per hour. The firm and its attorneys are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code, according to a court filing. The firm can be reached through: Stanley V. Bond, Esq. Emily J. Henson, Esq. Bond Law Office PO Box 1893 Fayetteville, AR 72702-1893 Telephone: (479) 444-0255 Facsimile: (479) 235-2827 Email: attybond@me.com ehenson.attybond@icloud.com About Pinkley Farms, Inc. Pinkley Farms, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ark. Case No. 20-72281) on Nov. 5, 2020. The petition was signed by Terry Pinkley, the company's president. At the time of the filing, Debtor had estimated assets of less than $50,000 and liabilities of the same range. Judge Ben T. Barry oversees the case. Bond Law Office is Debtor's legal counsel. PLAQUEMINE BAYOU: Taps Dowd Commercial, Latter & Blum as Brokers ---------------------------------------------------------------- Plaquemine Bayou Parke, L.L.C. received approval from the U.S. Bankruptcy Court for the Middle District of Louisiana to hire Dowd Commercial Real Estate, Inc. and Latter & Blum, Inc. as its real estate brokers. The commercial real estate brokers will assist the Debtor to list, market, broker and sell a shopping center located at 58785 Belleview Drive, Plaquemine, La., known as "Bayou Parke." The firms will be routinely paid on a commission basis at a rate of 6 percent. Dowd Commercial has agreed to a commission of 3 percent of the gross sale amount if Bayou Parke sells for between $1 million and $5 million. The firm further agreed to pay 20 percent of its commission to Latter & Blum, which it previously entered into a cooperating broker commission agreement. Dowd Commercial and Latter & Blum are "disinterested persons" as such term is defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firms can be reached through: John W. Dowd, III Dowd Commercial Real Estate, Inc. 6707 Palermo Way West Palm Beach, FL 33467 Telephone: (561) 373-5000 Email: jdowd@dowdcre.com - and - Dexter Shill Latter & Blum, Inc. 1700 City Farm Drive Baton Rouge, LA 70806 Telephone: (225) 297-7874 Email: dexshill@latterblum.com About Plaquemine Bayou Parke LLC Plaquemine Bayou Parke, L.L.C. owns and operates a shopping center complex located in Plaquemine, Louisiana. It classifies its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Plaquemine Bayou sought protection under Chapter 11 of the U.S. Bankruptcy Court (Bankr. M.D. La. Case No. 20-10623) on Sept. 2, 2020. In the petition signed by Michael D. Kimble, authorized representative, the Debtor disclosed up to $10 million in assets and liabilities of the same range. The case is assigned to Judge Douglas D. Dodd. Tristan Manthey, Esq., at Heller, Draper, Patrick, Horn & Manthey, LLC, serves as the Debtor's legal counsel. PNW HEALTHCARE: May Use Cash Collateral Thru Nov. 28 ---------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington has authorized PNW Healthcare Holdings LLC and affiliates to use cash collateral on an interim basis through November 28, 2020, pursuant to the terms and conditions of a Thirteenth Interim Court Order. The Debtors will maintain appropriate insurance with respect to their assets, and maintain all necessary and appropriate licensing with respect to operating the Debtors' facilities consistent with prepetition practices and/or applicable laws and regulations. MidCap Funding IV Trust, for its own benefit and for the benefit of the MidCap Prepetition Lenders, the landlords Canyon Z, LLC and Canyon NH, LLC, Ziegler Financing Corporation, and each Additional Secured Party, are granted continuing valid, binding, enforceable, non-avoidable and automatically perfected post-petition security interests in and liens on all property of the Debtors and their estates, in each case, to the same nature, extent, validity, and priority as existed prior to the Petition Date with respect to the Prepetition Collateral, as it applies to the respective Prepetition Secured Party, including property acquired by the Debtors and their estates after the Petition Date. MidCap, for its own benefit and for the benefit of the MidCap Prepetition Lenders, the Canyon Landlords, Ziegler, and each Additional Secured Party, are also granted allowed superpriority administrative expense claims, to the extent provided by sections 503(b) and 507(b) of the Bankruptcy Code, in these Chapter 11 Cases and any Successor Case. The MidCap Prepetition Lenders assert that as of the Petition Date, certain of the Debtors, as MidCap Borrowers, are jointly and severally indebted and liable to the MidCap Prepetition Lenders, under the MidCap Prepetition Credit Documents, in the following amounts as asserted by the MidCap Prepetition Lenders: principal amount of no less than $9,157,073.98, comprised of no less than $4,621,403.44 of principal under the MidCap Prepetition Non-HUD Revolver, no less than $71,428.59 of principal under the MidCap Prepetition Non-HUD Term Loan, and no less than $4,464,241.95 of principal under the MidCap Prepetition HUD Revolver, plus interest accrued and accruing, fees, costs and expenses due and owing thereunder, whether charged to the MidCap Prepetition Credit Facility prior to or after the Petition Date. The Canyon Landlords assert that as of the Petition Date, PNW Healthcare Holdings, LLC as Master Lease Guarantor and the applicable Master Tenants and Subtenants are indebted and liable to the Canyon Landlords under the Master Leases in the amount of no less than $2,197,497.21 in past due rent, plus interest, fees, costs and expenses due and owing thereunder. Ziegler asserts that as of November 30, 2019, the entities affiliated with certain of the Debtors' facilities that received funding from Ziegler, owed a total amount of not less than $40,691,511.29. The Debtors are authorized and directed to provide adequate protection payments to MidCap and the MidCap Prepetition Lenders in the form of monthly payments in the amount of $125,000.00. The Interim Order provides a Carve-Out for (i) all fees required to be paid to the Clerk of the Bankruptcy Court or to the Office of the U.S. Trustee pursuant to 28 U.S.C. Section 1930(a)(6), together with interest payable thereon pursuant to applicable law and any fees payable to the Clerk of the Bankruptcy Court; and (ii)(a) up to $50,000 of allowed and unpaid fees, expenses and disbursements of professionals retained pursuant to sections 327 or 1103(a) of the Bankruptcy Code by the Committee in the Chapter 11 Cases, and (b) up to $25,000 of allowed and unpaid fees, expenses and disbursements of professionals retained pursuant to sections 327 or 1103(a) of the Bankruptcy Code by the patient care ombudsman in these Chapter 11 Cases, in each case incurred after issuance of a notice from MidCap that an Event of Default has occurred), plus all professional fees, expenses and disbursements allowed by this Court that were incurred but remain unpaid prior to the issuance of a Carve-Out Notice (regardless of when such fees, expenses and disbursements become allowed by order of this Court). A further Interim Hearing on the Cash Collateral Motion is scheduled for November 24 at 10:00 a.m. Objections are due no later than Nov. 22 at 11:59 p.m. A full-text copy of the Thirteenth Interim Court Order is available at https://bit.ly/2IHQty0 from PacerMonitor.com. Counsel to MidCap and the MidCap Prepetition Lenders: WALLER LANSDEN DORTCH & DAVIS, LLP 511 Union Street, Suite 2700 Nashville, TN 37219 David E. Lemke, Esq. Tyler N. Layne, Esq. Melissa W. Jones - and - John R. Knapp, Jr., Esq. MILLER NASH GRAHAM & DUNN LLP 2801 Alaskan Way, Suite 300 Seattle, WA 98121 - and - Teresa H. Pearson, Esq. MILLER NASH GRAHAM & DUNN LLP 111 S.W. Fifth Avenue #3400 Portland, OR 97204 Counsel to the Canyon Landlords: Nancy A. Peterman, Esq. GREENBERG TRAURIG, LLP 77 W. Wacker Dr., Suite 3100 Chicago, IL 60601 - and - Eric J. Howe, Esq. GREENBERG TRAURIG, LLP 90 South 7th Street, Suite 3500 Minneapolis, MN 55402 - and - John Rizzardi, Esq. Christopher Young; Esq. CAIRNCROSS & HEMPELMANN 524 Second Ave., Suite 500 Seattle, WA 98104 Counsel to Ziegler: Donald R. Kirk, Esq. CARLTON FIELDS, P.A. 4221 W. Boy Scout Boulevard, Suite 1000 Tampa, FL 33607 - and - David L. Gay, Esq. CARLTON FIELDS, P.A. 100 S.E., Second Street, Suite 4200 Miami, FL 33131 Counsel to the Committee: Francis J. Lawall, Esq. Donald J. Detweiler, Esq. PEPPER HAMILTON, LLP 1313 N. Market Street Suite 5000 Wilmington, DE 19801 - and - Jay Kornfeld, Esq. Christine Tobin-Presser, Esq. BUSH KORNFELD LLP 601 Union St. Suite 5000 Seattle, WA 98101 About PNW Healthcare Holdings LLC PNW Healthcare Holdings, LLC and other subsidiaries of Aldercrest Health & Rehabilitation Center -- http://www.aldercrestskillednursing.com/-- are providers of long-term skilled nursing care and short-term rehabilitation solutions. On Nov. 22, 2019, the Debtors filed Chapter 11 petitions (Bankr. W.D. Wa. Lead Case No. 19-43754) in Seattle, Wash. At the time of the filing, PNW Healthcare had estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. Judge Mary Jo Heston oversees the cases, taking over from Judge Christopher M. Alston. The Debtors tapped Foley & Lardner LLP as lead bankruptcy counsel; D. Bugbee & Scalia, PLLC as co-counsel with Foley; Getzler Henrich & Associates LLC as financial advisor; and Omni Agent Solutions as notice, claims and balloting agent, and as administrative advisor. Gregory Garvin, acting U.S. trustee for Region 18, appointed creditors to serve on the official committee of unsecured creditors on Dec. 12, 2019. The committee tapped Pepper Hamilton LLP as bankruptcy counsel, and Bush Kornfeld LLP as local counsel. PRO INSTALLS: Case Summary & 8 Unsecured Creditors -------------------------------------------------- Debtor: Pro Installs Appliance Installations, Inc. 9431 Haven Ave., Ste. 207 Rancho Cucamonga, CA 91730 Chapter 11 Petition Date: November 16, 2020 Court: United States Bankruptcy Court Central District of California Case No.: 20-17503 Judge: Hon. Wayne E. Johnson Debtor's Counsel: Michael Jay Berger, Esq. LAW OFFICES OF MICHAEL JAY BERGER 9454 Wilshire Boulevard, 6th Floor Beverly Hills, CA 90212 Tel: (310) 271-6223 Fax: (310) 271-9805 Email: michael.berger@bankruptcypower.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Christopher Loya, president. A copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TSZPZAI/Pro_Installs_Appliance_Installations__cacbke-20-17503__0001.0.pdf?mcid=tGE4TAMA PROTEUS DIGITAL: Court Okays Bankruptcy Plan After Sale of Business ------------------------------------------------------------------- Alex Wolf of Bloomberg Law reports that Proteus Digital Health Inc. won court approval to wind down in bankruptcy following a $15 million sale of its ingestible medication sensor technology business. The company's Chapter 11 liquidation plan, which was supported by general unsecured creditors, meets all confirmation requirements, Judge Brendan Shannon of the U.S. Bankruptcy Court for the District of Delaware said in a November 13, 2020 order. Under the plan, general unsecured creditors will recover up to 40% on claims estimated between $11 million and $13 million, according to the company's disclosures. Redwood City, Calif.-based Proteus filed its plan following a sale to business partner Otsuka. About Proteus Digital Health Inc. Proteus Digital Health, Inc., was founded in 2002 to research and develop Digital Medicines. It has developed and commercialized a service offering called Proteus Discover, a Digital Medicines solution. Proteus Digital Health sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-11580) on June 15, 2020. At the time of the filing, Debtor had estimated assets of between $100 million and $500 million and liabilities of between $50 million and $100 million. The Debtor tapped Goodwin Procter, LLP, as bankruptcy counsel; Potter Anderson & Corroon, LLP, as Delaware and conflicts counsel; SierraConstellation Partners, LLC, as financial advisor; and Kurtzman Carson Consultants, LLC, as notice and claims agent and administrative advisor. PROVECTUS BIOPHARMACEUTICALS: Posts $1.56M Net Loss in 3rd Quarter ------------------------------------------------------------------ Provectus Biopharmaceuticals, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $1.56 million for the three months ended Sept. 30, 2020, compared to a net loss of $1.82 million for the three months ended Sept. 30, 2019. For the nine months ended Sept. 30, 2020, the Company reported a net loss of $5.01 million compared to a net loss of $5.37 million for the same period during the prior year. As of Sept. 30, 2020, the Company had $1.34 million in total assets, $30.06 million in total liabilities, and a total stockholders' deficiency of $28.71 million. The Company's cash and cash equivalents were $986,522 at Sept. 30, 2020. The Company continues to incur significant operating losses. Management expects that significant on-going operating expenditures will be necessary to successfully implement the Company's business plan and develop and market its products. The Company said these circumstances raise substantial doubt about its ability to continue as a going concern within one year after the date that these condensed consolidated financial statements are issued. Implementation of the Company's plans and its ability to continue as a going concern will depend upon the Company's ability to develop IL PV-10, topical PH-10, and/or any other halogenated xanthene-based drug products, and to raise additional capital. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/315545/000149315220021097/form10-q.htm About Provectus Provectus Biopharmaceuticals, Inc., is a clinical-stage biotechnology company developing a new class of drugs for oncology, hematology, and dermatology based on an entire, wholly-owned, family of chemical small molecules called halogenated xanthenes. Provectus reported a net loss of $6.92 million for the year ended Dec. 31, 2019, compared to a net loss of $8.15 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $1.48 million in total assets, $25.55 million in total liabilities, and a total stockholders' deficiency of $24.07 million. Marcum LLP, in New York, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 5, 2020, citing that the Company has a significant working capital deficiency, has incurred significant losses, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. QUALITY REIMBURSEMENT: Solicitation Period Extended Thru Dec. 8 --------------------------------------------------------------- At the behest of Quality Reimbursement Services, Inc., Judge Julia W. Brand extended the period within which the Debtor has the exclusive right to solicit acceptances to a Chapter 11 plan to December 8, 2020. Quality Reimbursement sought an extension out of an abundance of caution and in an effort to minimize potential litigation expenses that could otherwise be incurred. The Debtor's plan of reorganization, which pays creditors in full, is scheduled for confirmation on November 20, 2020. The Debtor said it has enough to deal with in the course of preparing for confirmation of its Plan and does not want to be distracted from any potential competing plan. In addition, as demonstrated in the disclosure statement approval process, the Debtor has taken significant steps to make progress in resolving disputes with GE and the other creditors relative to the plan in some cases and the disclosure statement in many cases, in efforts to try to make the planning process proceed smoother. During the hearings on the Debtor's disclosure statement, the Debtor worked hard to address all of the requests for modification to the disclosure statement, as well as some of the requests to modification of the plan. And now with extra time, the Debtor will be able to continue making progress with its creditors toward the confirmation of a plan. The Debtor has been successfully and profitably operating its business for approximately 30 years. The Debtor has more than 500 hospital clients with whom it has contracts, and it is entitled to contingency fees resulting from its negotiations and litigation of claims for Medicare reimbursement. Additionally, as established at the previous hearing on the approval of payment of professional fees, the Debtor has continued to perform well. The Debtor believes it will be able to pay all allowed claims in full over time, and believes it will be able to present evidence sufficient to support confirmation of its Plan. About Quality Reimbursement Services Quality Reimbursement Services, Inc. -- http://www.qualityreimbursement.com/-- has been reviewing Medicare and Medicaid cost reports for more than 12 years. Its corporate office is located in Arcadia (CA). The company also has offices located in Birmingham, Ala.; Scottsdale, Ariz.; Los Angeles, Calif.; Colorado Springs, Colo.; Jacksonville, Fla.; Chicago, Ill.; Detroit and Shelby Township, Mich.; Guttenberg, N.J.; Dallas/Fort Worth, Texas; and Spokane, Wash. Quality Reimbursement Services filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-20918) on Sept. 13, 2019. In the petition signed by James C. Ravindran, president, and CEO, the Debtor was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Julia W. Brand oversees the case. Garrick A. Hollander, Esq., at Winthrop Couchot Golubow Hollander, LLP, represents the Debtor. The Office of the U.S. Trustee appointed a committee of unsecured creditors in the Debtor's case on Oct. 22, 2019. The committee retained Buchalter, a Professional Corporation, as its legal counsel. On August 18, 2020, the Court approved the Debtor's disclosure statement and scheduled the hearing on plan confirmation for November 20, 2020. The Debtor's plan of reorganization pays creditors in full. R.E.X. INC: Seeks to Hire Cook Law as Special Counsel ----------------------------------------------------- R.E.X. Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to hire Cook Law Firm, PLLC as its special counsel. The firm will provide the following services: a.) review leases between Debtor and its delinquent tenants; make demands to said tenants and negotiate the payment of any amounts owed to Debtor; and in the event said tenants will not pay the amounts due and owing Debtor to initiate State Court litigation against said tenants to secure judgment of amounts due and owing Debtor; and b.) investigate the Debtor's direct involvement in and/or entitlement to any relief requested by principals of Debtor in any currently pending arbitration. The services to be provided by the firm will be performed primarily by Steven Cook, Esq. who will be paid at an hourly rate of $250. The firm will receive an initial retainer amount of $2,000. Cook Law is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, according to a court filing. The firm can be reached through: Steven Cook, Esq. Cook Law Firm, PLLC 642 Main Street Suite 200 Barboursville, WV 25504 Telephone: (304) 521-1304 Email: cooklaw31@gmail.com About R.E.X. Inc. R.E.X., Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. W.Va. Case No. 20-30290) on July 27, 2020. The petition was signed by Rex Donahue, the company's manager. At the time of the filing, Debtor had estimated assets of between $1,000,001 and $10 million and liabilities of the same range. The Debtor has tapped Caldwell & Riffee, PLLC, as its legal counsel. REDRHINO: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Redrhino: The Epoxy Flooring Company, Inc. 4721 E. Washington Blvd. Los Angeles, CA 90048 Business Description: Redrhino is an independent contractor offering epoxy coating for concrete floors. Chapter 11 Petition Date: November 16, 2020 Court: United States Bankruptcy Court Central District of California Case No.: 20-20257 Judge: Hon. Sandra R. Klein Debtor's Counsel: Michael J. Berger, Esq. LAW OFFICES OF MICHAEL JAY BERGER 9454 Wilshire Boulevard, 6th Floor Beverly Hills, CA 90212 Tel: (310) 271-6223 Fax: (310) 271-9805 Email: michael.berger@bankruptcypower.com Total Assets: $38,800 Total Liabilities: $1,563,449 The petition was signed by Michael D. Kenealy, president. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EEULSXA/REDRHINO_The_Epoxy_Flooring_Company__cacbke-20-20257__0001.0.pdf?mcid=tGE4TAMA RELMADA THERAPEUTICS: Incurs $16.9 Million Net Loss in 3rd Quarter ------------------------------------------------------------------ Relmada Therapeutics, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $16.90 million for the three months ended Sept. 30, 2020, compared to a net loss of $3.67 million for the three months ended Sept. 30, 2019. For the nine months ended Sept. 30, 2020, the Company reported a net loss of $38.69 million compared to a net loss of $10.48 million for the nine months ended Sept. 30, 2019. As of Sept. 30, 2020, the Company had $125.60 million in total assets, $3.39 million in total current liabilities, and $122.21 million in total stockholders' equity. Relmada has funded its past operations through equity raises and most recently in 2020 raised net proceeds from the sale of common stock of $19,816,597 and $7,186,306 through the exercise of warrants. The Company also raised an additional $636,518 during the nine months ended Sept. 30, 2020 from the exercises of options. Relmada stated, "Management believes that their existing cash and cash equivalents will enable them to fund operating expenses and capital expenditure requirement for at least the next 12 months. Beyond that point management will evaluate the size and scope of any subsequent trials that will affect the timing of additional financings through public or private sales of equity or debt securities or from bank or other loans or through strategic collaboration and/or licensing agreements. Any such expenditures related to any subsequent trials will not be incurred until such additional financing is raised. Further, additional financing related to subsequent trials does not affect the Company's conclusion that based on the cash on hand and the budgeted cash flow requirements, the Company has sufficient funds to maintain operations for at least 12 months from the issuance of these consolidated financial statements." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1553643/000121390020036542/f10q0920_relmadatherapeutics.htm About Relmada Therapeutics, Inc. Relmada Therapeutics is a late-stage pharmaceutical company addressing diseases of the central nervous system (CNS), with a focus on major depressive disorder (MDD). For the six months ended Dec. 31, 2019, the Company reported a net loss of $8.19 million compared to a net loss of $10.51 million for the six months ended Dec. 31, 2018. RESIDENCE GROUP: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Residence Group, Inc. 212 E. Rowland Street, Suite 264 Covina, CA 91723 Chapter 11 Petition Date: November 16, 2020 Court: United States Bankruptcy Court Central District of California Case No.: 20-20261 Judge: Hon. Barry Russell Debtor's Counsel: Michael Jay Berger, Esq. LAW OFFICES OF MICHAEL JAY BERGER 9454 Wilshire Boulevard, 6th Floor Beverly Hills, CA 90212 Tel: (310) 271-6223 Fax: (310) 271-9805 E-mail: michael.berger@bankruptcypower.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ernesto Arellano, president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OQSSBJI/Residence_Group_Inc__cacbke-20-20261__0001.0.pdf?mcid=tGE4TAMA REVELANT HOLDINGS: Taps Johnson & Associates as Special Counsel --------------------------------------------------------------- Revelant Holdings LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire Johnson & Associates, Attorneys at Law, P.C. as its special counsel. The firm will provide the Debtor with legal advice regarding corporate, financing, employment, sales and contract law issues. Patrick Johnson, Esq., and Charles Swanson, Esq., the firm's attorneys who will be providing the services, will charge $350 per hour and $250 per hour, respectively. Mr. Johnson disclosed in court filings that the firm neither represents nor holds any interest adverse to Debtor or its estate. The firm can be reached through: Patrick W. Johnson, Esq. Johnson & Associates, Attorneys at Law, P.C. 4611 Plettner Lane, Suite 200 Evergreen, CO 80439 Telephone: (303) 674-4414 Facsimile: (303) 674-4455 Email: patrick@jandapc.com About Revelant Holdings Revelant Holdings, LLC -- https://revelant.com -- is a technology company bringing the Enercat tool to the oil and gas industry as an entirely new and innovative way to improve the properties of fluids downhole and at the surface. With its corporate office now in Houston and four regional USA offices serving the oil & gas industry, Revelant is currently focusing on the Permian Basin, Eagle Ford, Mid-Continent and San Juan Basin. Revelant Holdings filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 20-16717) on October 12, 2020. The petition was signed by W. Tracy Fotiades, president. At the time of the filing, the Debtor estimated to have $1 million to $10 million in both assets and liabilities. Judge Michael E. Romero oversees the case. Weinman & Associates, P.C. serves as the Debtor's legal counsel. ROLTA INTERNATIONAL: Appointment of Consolidated Committee Sought ----------------------------------------------------------------- Affiliates of Rolta International, Inc. have filed separate motions with the U.S. Bankruptcy Court for the Northern District of Alabama seeking the appointment of a consolidated unsecured creditors' committee. In their motions, Rolta LLC, Rolta Global B.V. and Rolta Americas, LLC asked the court to direct the U.S. Bankruptcy Administrator for the Northern District of Alabama to appoint a committee that will represent unsecured creditors in their Chapter 11 cases as well as in the bankruptcy cases filed by Rolta International, Rolta UK Limited and Rolta Middle East FZ-LLC. "Allowing the bankruptcy administrator to solicit and form a single consolidated committee will save resources and permit the efficient administration of the Rolta debtors' Chapter 11 cases," Stuart Maples, Esq., said. "Requiring the formation of six separate creditors' committees would significantly increase the costs of administering the bankruptcy estates without a concomitant benefit and could divert the Debtors' management from the critical tasks involved in maximizing the value of the Debtors' assets for the benefit of stakeholders," the companies' attorney said. About Rolta International Huntsville, Ala.-based Rolta International, Inc. provides information technology solutions, services, and software. Rolta International and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Lead Case No. 20-82282) on Oct. 29, 2020. The petitions were signed by Preetha Pulusani, president of the Debtors' international operations. At the time of the filing, Rolta International had estimated assets of less than $50,000 and liabilities of between $500 million and $1 billion. Judge Clifton R. Jessup Jr. oversees the cases. Maples Law Firm, PC is Debtor's legal counsel. SHILOH INDUSTRIES: Committee Taps A&M as Financial Advisor ---------------------------------------------------------- The official committee of unsecured creditors of Shiloh Industries, Inc., and its affiliates received approval from the U.S. Bankruptcy Court for the District of Delaware to retain Alvarez & Marsal North America, LLC as its financial advisor. Alvarez & Marsal will provide the following services: (a) assist in the assessment and monitoring of cash flow budgets, liquidity and operating results; (b) assist in the review of court disclosures, including the Schedules of Assets and Liabilities, the Statements of Financial Affairs, Monthly Operating Reports, and Periodic Reports; (c) assist in the review of the Debtors’ cost/benefit evaluations with respect to the assumption or rejection of executory contracts or unexpired leases; (d) assist in the analysis of any assets and liabilities and any proposed transactions for which court approval is sought; (e) assist in the review of potential key employee retention plans and key employee incentive plans filed by the Debtors; (f) attend meetings with the Debtors, the Debtors' lenders and creditors, potential investors, the Committee and any other official committees organized in these chapter 11 cases, the U.S. Trustee, other parties in interest, and professionals hired by the same, as requested; (g) assist in the review of any tax issues; (h) assist in the investigation and pursuit of causes of actions; (i) assist in the review of the claims reconciliation and estimation process; (j) assist in the review of the Debtors' business plan; (k) assist in the review of the sales or dispositions of the Debtors' assets, including allocation of sale proceeds; (l) assist in the valuation of the Debtors' enterprise and equity, and the analysis of debt capacity (m) assist in the review or preparation of information and analysis necessary for the confirmation of a plan in these chapter 11 cases; and (n) render such other general business consulting or such other assistance as the Committee or its counsel may deem necessary, consistent with the role of a financial advisor and not duplicative of services provided by other professionals in these chapter 11 cases. The firm's hourly rates are as follows: Managing Directors $900 - $1,150 Directors $700 - $875 Associates $550 - $675 Analysts $400 - $500 The firm will be reimbursed for work-related expenses incurred. Alvarez & Marsal does not represent any other entity having an adverse interest in connection with Debtors' Chapter 11 cases pursuant to Bankruptcy Code Section 1103(b). The firm can be reached through: Richard Newman Alvarez & Marsal North America, LLC 540 West Madison Street, Suite 1800 Chicago, IL 60661 Tel: +1 312 601 4220 Fax: +1 312 332 4599 Email: rnewman@alvarezandmarsal.com About Shiloh Industries Shiloh Industries, Inc., and its subsidiaries are global innovative solutions providers focusing on lightweighting technologies that provide environmental and safety benefits to the mobility markets. On Aug. 30, 2020, Shiloh Industries and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12024). The petitions were signed by Lillian Etzkorn, authorized person. The Debtors reported total consolidated assets of $664,170,000 and total consolidated debt of $563,360,000 as of April 30, 2020. The Debtors have tapped Jones Day and Richards, Layton & Finger P.A. as their legal counsel; Houlihan Lokey Capital Inc. as financial advisor, Ernst & Young LLP as restructuring advisor, and Prime Clerk LLC as claims and noticing agent. On Sept. 15, 2020, the United States Trustee appointed the five member official committee of unsecured creditors. The committee selected Foley & Lardner LLP as its lead counsel, and Morris James as Delaware counsel. SOUTH COAST: Trustee's Auction Sale of Business Assets Approved --------------------------------------------------------------- Judge Mark S. Wallace of the U.S. Bankruptcy Court for the Southern District of Texas authorized the bidding procedures proposed by Thomas H. Casey, the duly appointed and acting Chapter 11 Trustee for the Estate of South Coast Behavioral Health, Inc., in connection with the sale of majority of the Debtor's assets as a going concern business to Yogesh Desai, his designees, nominees, or assigns for $5.8 million, subject to overbid. A telephonic hearing on the Motion was held on Nov. 2, 2020 at 2:00 p.m. The salient terms of the Bidding Procedures are: a. Bid Deadline: Nov. 23, 2020 at 3:00 p.m. (PST) b. Initial Bid: No less than (a) if Bidder is an Excluded Bidder, the sum of $5.9 million; or (b) if the Bidder is a Non-Excluded Bidder, the sum of $5.9 million divided by .93, rounded to the nearest increment of $5,000 (i.e., $6.345 million) c. Deposit: $250,000 d. Auction: The Trustee intends to conduct an auction, via virtual live video stream. Qualified Bidders will be provided more detailed instructions in the days leading up to the Auction. e. Bid Increments: $5,000 f. Sale Hearing: Dec. 7, 2020 at 2:00 p.m. (PST) A copy of the Bidding Procedures is available at https://tinyurl.com/y2b6fsbf from PacerMonitor.com free of charge. About South Coast Supply Founded in 1972 and headquartered in Houston, Texas, South Coast Supply Company -- http://www.southcoastsupply.com/-- is a distributor of industrial equipment including flanges, weld fittings, long weld necks, OD & ID heads, pipe, valves, pressure fittings and piping accessories. South Coast is a dependable supply source for engineering/construction, vessel fabricators, heat exchanger industry, original equipment manufacturers (OEM), industrial contractors, gas transmission companies, mechanical contractors, water/wastewater industry and companies in oil and gas exploration/processing industries in the U.S. and export market. South Coast Supply Company filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 17-35898) on Oct. 20, 2017, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Steven Mark Gray, CEO. Judge Karen K. Brown presides over the case. Miles H. Cohn, Esq., at Crain, Caton & James, P.C., serves as the Debtor's bankruptcy counsel. STEVEN FELLER: Seeks to Hire Behar Gutt as Legal Counsel -------------------------------------------------------- Steven Feller PE PL seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Behar, Gutt & Glazer, P.A. as its legal counsel. The firm will provide the following services: a. give advice to the Debtor with respect to its powers and duties; b. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; c. prepare legal documents necessary in the administration of the case; and d. protect the interests of the Debtor with its creditors in the preparation of a plan. The hourly rates for professionals presently associated with the firm are as follows: Partners $425 Associates $375 Brian S. Behar, Esq., a member at Behar Gutt, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Brian S. Behar, Esq. Behar, Gutt & Glazer, P.A. DCOTA, Suite A-350 1855 Griffin Road Fort Lauderdale, FL 33004 Telephone: (305) 931-3771 Email: bsb@bgglaw.com About Steven Feller PE PL Steven Feller PE, an engineering design services company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-21341) on October 17, 2020. The petition was signed by Steven Feller, authorized representative. 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 Scott M. Grossman oversees the case. Behar, Gutt & Glazer, P.A. is Debtor's legal counsel. SUN STEAKS: Seeks to Hire Buddy D. Ford as Legal Counsel -------------------------------------------------------- Sun Steaks, LLC seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Buddy D. Ford, P.A. as its legal counsel. The firm will render these professional services to the Debtor: (a) advise the Debtor with regard to its powers and duties in the continued operation of its business and management of the property of the estate; (b) prepare documents required by the court; (c) represent the Debtor at the Section 341 creditors' meeting; (d) advise the Debtor with respect to its responsibilities in complying with the United States Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (e) appear at court hearings; (f) protect the interest of the Debtor in all matters pending before the court; (i) represent the Debtor in negotiation with its creditors in the preparation of a Chapter 11 plan; and (j) perform all other legal services for Debtor in connection with its Chapter 11 case. The firm's standard hourly rates are as follows: Buddy D. Ford $425 Senior Associate Attorneys $375 Junior Associate Attorneys $300 Senior Paralegal Services $150 Junior Paralegal Services $100 In addition, the firm will be reimbursed for work-related expenses incurred. Prior to the commencement of the case, the Debtor paid an advance fee of $20,000, which consists of $2,000 pre-filing fee retainer, $16,283 post-filing fee or cost retainer, and $1,717 filing fee. Buddy D. Ford, P.A. represents no interest adverse to the Debtor or the estate in the matters upon which it is to be engaged, according to court filings. The firm can be reached through: Buddy D. Ford, Esq. Jonathan A. Semach, Esq. Heather M. Reel, Esq. Buddy D. Ford, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Telephone: (813) 877-4669 Email: Buddy@tampaesq.com Jonathan@tampaesq.com Heather@tampaesq.com About Sun Steaks, LLC Sun Steaks, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-07727) on Oct. 16, 2020, listing under $1 million in both assets and liabilities. Judge Caryl E. Delano oversees the case. Buddy D. Ford, P.A. serves as the Debtor's legal counsel. TAILORED BRANDS: Expects to Emerge from Chapter 11 by Nov. 30 ------------------------------------------------------------- Cara Moffat of Bloomberg News reports that Tailored Brands expects to emerge from CHapter 11 bankruptcy by November 30, 2020. Tailored Brands, Inc. says plan of reorganization approved by U.S. Bankruptcy Court for the Southern District of Texas. Tailored Brands eliminated $686m of funded debt from its balance sheet under plan. "Actions taken while in Chapter 11 are the continuation of a strategic transformation that started well before COVID-19 and will position us to compete and succeed for the long term," said Tailored Brands President and Chief Executive Officer Dinesh Lathi. About Tailored Brands Inc. Tailored Brands, Inc., (NYSE: TLRD) is an omni-channel specialty retailer of menswear, including suits, formal wear and a broad selection of polished and business casual offerings. It delivers personalized products and services through its convenient network of over 1,400 stores in the United States and Canada as well as its branded e-commerce websites at http://www.menswearhouse.com/and http://www.josbank.com.Its brands include Men's Wearhouse, Jos. A. Bank, Moores Clothing for Men and K&G. Tailored Brands reported a net loss of $82.28 million for the year ended Feb. 1, 2020, compared to net earnings of $83.24 million for the year ended Feb. 2, 2019. As of Feb. 1, 2020, the Company had $2.42 billion in total assets, $2.52 billion in total liabilities, and a total shareholders' deficit of $98.31 million. On Aug. 2, 2020, Tailored Brands and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33900) on Aug. 2, 2020. As of July 4, 2020, Tailored Brands disclosed $2,482,124,043 in total assets and $2,839,642,691 in total liabilities. The Hon. Marvin Isgur is the case judge. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Jackson Walker L.L.P., Stikeman Elliot LLP and Mourant Ozannes as co-bankruptcy counsel; PJT Partners LP as financial advisor; Alixpartners, LLP as restructuring advisor; and A&G Realty Partners, LLC as the real estate consultant and advisor. Prime Clerk LLC is the claims agent. TEKNIA NETWORKS: Gets Approval to Hire Equipment Appraisal ---------------------------------------------------------- Teknia Networks & Logistics, Inc. received approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Equipment Appraisal Services. The firm will provide appraisal services related to the Debtor's equipment and will be compensated as follows: - $6,9000 for the appraisal of the equipment; - $350 per hour for standard consulting time; and - $450 per hour for any testimony and time in court, plus expenses. Equipment Appraisal represents no interest adverse to the Debtor or this estate, according to a court filing. The firm can be reached through: Gregg Dight Equipment Appraisal Services 241 W. Federal Street, Suite 406 Youngstown, OH 44503 Telephone: (888) 343-9335 About Teknia Networks & Logistics Teknia Networks & Logistics, Inc. is a Pinellas Park, Fla.-based distributor of warehouse and office printing-related items. Teknia Networks & Logistics sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-06479) on Aug. 27, 2020. Jorge L. Monsalve, president, signed the petition. At the time of the filing, Debtor had estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. Buddy D. Ford, P.A. is Debtor's legal counsel. TIKRAN ERITSYAN: Sarkisyan Buying Glendale Property for $1.25M -------------------------------------------------------------- Tikran Eritsyan asks the U.S. Bankruptcy Court for the Central District of California to authorize the sale of the real property located at 1356 Elm Avenue, Glendale, California to Nara Sarkisyan for $1.25 million, subject to overbid. As of the Petition Date, the Debtor was the sole owner of the property. The property is a residential real property that the Debtor purchased in 2017 for purpose of renovation and sale. The remodeling work on the property is finished and the Debtor believes that the property is ready to be sold. The property is currently occupied by the Debtor in possession as his principal residence and does not produce any income for the estate. The Debtor entered into an agreement with the Buyer for the purchase price of $1.25 million. The property is to be sold "as-is," free and clear of liens. An escrow has been opened and the Buyer has made an earnest money deposit of $10,000. The purchase price is subject to overbid. The Debtor initially scheduled the Property to be valued at $1.1 million in his schedules A/B. That estimate was based on sales of comparable residences in the area of the Property. Turns out, the Debtor's estimate undervalued the property, since he currently has an offer to sell the Property at $1.25 million to the Buyer. The Debtor believes that the purchase price is a fair price at which to sell the property. The property is subject to the following liens and encumbrances in order of priority: 1. Taxes owed to Los Angeles County Tax Collector in the amount of $28,440. 2. First Priority deed of trust lien in favor of Red Dragon Investment 50% Interest & Platinum Business Management, Inc. 50% interest, in the amount of $953,406. 3. Third Deed of Trust in Favor of AIAA Home Holdings, LLC in the amount of $64,233 if necessary. The lien is cross-collateralized by the property and the Debtor's other property located at 15632 Viewbridge Lane, Los Angeles, California, and he expects the lien will be paid from the sale of the Viewbridge Property. In the unlikely, event that it is not, the lien will be paid from the proceeds of sale of the property. By the Motion, the Debtor asks an order authorizing him to pay from the sale proceeds and through escrow certain undisputed liens and encumbrances, and other ordinary costs of sale, including escrow fees and closing costs: 1. Any unpaid property taxes in favor of Los Angeles County Tax Collector, estimated to be in the amount of $28,440. 2. The debt secured by a first deed of trust lien in favor of Red Dragon Investment 50% Interest & Platinum Business Management, Inc. 50% interest, in the amount of $953,406 subject to the payoff demand provided to the escrow company and subject to resolution of Debtor’s objection to the claim. 3. The debt secured by a fourth Deed of Trust in Favor of AIAA Home Holdings, LLC in the amount of $64,233 (if necessary). The following demonstrates the estimated payoff amounts as of the Nov. 5, 2020 hearing date, not including the closing costs based on the preliminary report and payoff demands submitted by the lender: a. Nos. 1 and 2 - Los Angeles County Tax Collector (Not made) - $28,440 b. No. 7 - Red Dragon Investment 50% Interest & Platinum Business Management, Inc. 50% interest - $953,406 c. No. 21 - Fourth deed of trust held by AIAA Home Holdings, LLC (if necessary) - $64,233 In order to save on the costs of sale of the Property, the Debtor mainly marketed the Property to potential investors. The residential purchase agreement does not contemplate payment of real estate broker commission since none was involved in the marketing and sale of the Property. The proposed bid procedures are intended to permit a fair and efficient, competitive sale of the Property, and to identify competing and alternative bids. The salient terms of the Bidding Procedures are: a. Bid Deadline: No later than three court days prior to the date of the hearing on the Motion to Sell b. Initial Bid: $1.255 million c. Deposit: $37,500 made payable to KG LAW, APC d. Auction: The auction sale of the Property will be conducted at the hearing of the Motion to Sell. If more than one bidder appears at the auction, the bidding order will be randomly selected. e. Bid Increments: $5,000 By the Motion to sell, the Debtor asks an order authorizing me to pay from the sale proceeds and through escrow certain undisputed liens and encumbrances, other ordinary costs of sale, including escrow fees and closing costs. Finally, the Debtor asks that the Court waives the 14-day stay imposed by FRBP 6004(h). It is not anticipated that any creditor of party in interest will object to the proposed sale. The parties wish to complete the sale as quickly as possible and, therefore, Debtor asks permission to proceed with the sale immediately. A hearing on the Motion is set for Dec. 3, 2020 at 1:30 p.m. Objections, if any, must be filed not later than 14 days before the hearing. A copy of the Agreement is available at https://tinyurl.com/y3x4g7ce from PacerMonitor.com free of charge. Tikran Eritsyan sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 20-10924) on May 18, 2020. The Debtor tapped Vahe Khojayan, Esq., as counsel. TOP THAT COMMERCIAL: Files for Chapter 11 Bankruptcy Protection --------------------------------------------------------------- Lily O'Neill of Business Den reports that commercial roofing company, Top That Commercial Roofing, has sought Chapter 11 bankruptcy protection. The company which is headquartered at 7076 S. Alton Way, in Englewood, Colorado, said in a Nov. 6, 2020, filing that the company has no assets and liabilities in excess of $1 million. Founded in 2013, the company also has offices in Sterling and in Dallas, Texas. It offers commercial and residential roofing repair, roofing replacement solutions, as well as metal, tile and asphalt roofing, according to its website. In 2019, Top That Commercial Roofing had $7.7 million in revenue. Through October of this year, the company claimed a loss of $760,000 off revenue of $2.7 million, according to the filing. About Top That Commercial Roofing Top That Commercial Roofing Inc. -- http://topthatroofing.com/-- locally owned roofing and construction company, based in the Denver Metro area serving Centennial, Lakewood, Aurora, Boulder, Lafayette, Louisville, Thornton, Westminster, Castle Rock, Littleton, Englewood, Lone Tree, Greenwood Village, Parker, Franktown, Elizabeth, Fort Collins, Greeley, Loveland, Longmont, Colorado Springs and the entire front range of Colorado. Top That Commercial Roofing Inc. sought Chapter 11 protection (Bankr. D. Colo. Case No. 20-17282) on Nov. 6, 2020. In the petition signed by Phil Theriault, president/sole shareholder, the Debtor was estimated to have assets of up to $50,000 and debt of $1 million to $10 million. The Hon. Thomas B. Mcnamara is the case judge. WADSWORTH GARBER WARNER CONRARDY, P.C., led by Aaron J. Conrardy, is the Debtor's counsel. TROIANO TRUCKING: Trustee May Continue Using Cash Collateral ------------------------------------------------------------ Judge Christopher Panos of the U.S. Bankruptcy Court for the District of Massachusetts authorized Steven Weiss, Chapter 11 trustee of Troiano Trucking, Inc. and affiliates, to use cash collateral. The trustee is directed to file a notice with a proposed form of order that includes a budget through the end of 2020. A copy of the order is available at https://bit.ly/3f8mTO8 from PacerMonitor.com. About Troiano Trucking, Inc. Troiano Trucking, Inc. -- http://www.troianotrucking.com/-- is a privately held company in Grafton, Mass., in the waste hauling business. The company maintains a fleet of four trucks, which allows it to service its customers with removal of bakery waste, rubbish, demolition materials and recyclables. It serves construction companies, roofing companies, bakeries and individual home owners. Troiano Realty, LLC, is a real estate lessor whose principal assets are located at 109 Creeper Hill Road, North Grafton, Mass. The property is valued at $1.48 million based on tax valuation assessment method. Troiano Trucking and Troiano Realty sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Lead Case No. 19-40656) on April 23, 2019. At the time of the filing, Troiano Trucking was estimated to have assets and liabilities of between $1 million and $10 million. Troiano Realty disclosed $1,485,000 in assets and $4,220,210 in liabilities. UC COLORADO: Wants Plan Exclusivity Extended Thru Feb. 15 --------------------------------------------------------- UC Colorado Corporation and United Cannabis Corporation request the U.S. Bankruptcy Court for the District of Colorado to extend the exclusive periods during which the Debtors may file a Chapter 11 plan and solicit acceptances for the plan to February 15, and April 15, 2021, respectively. The Debtors note they have directed their efforts from the Petition Date through August 2020 towards: (1) curing their filings that were deficient as a result of having been forced to file for bankruptcy protection on an emergent basis; (2) responding to the Court's Orders to Show Cause; (3) streamlining operations, which included the negotiation and execution of a processing agreement that allowed UC Colorado to resume the processing of hemp into CBD and the manufacture and sale of CBD products; and (4) negotiating and drafting a DIP financing agreement that facilitated UC Colorado's continued operations. On September 1, 2020, the Court granted the Debtors' DIP Financing Motion. The DIP loan has provided the cash necessary to meet UC Colorado's operational needs and to allow UC Colorado to make necessary capital improvements designed to increase revenues. However, due to the lag between harvest, production, and the market, UC Colorado does not expect to realize substantial revenues from these important capital expenditures until early-2021. These revenues will be a key component of the Debtors' plan formulation. Also on September 1, 2020, the Court entered an Order appointing Richard K. Kornfeld as Examiner pursuant to Bankruptcy Code Section 1104(c)(1). Kornfeld was appointed to investigate and report to the Court whether the Debtor and UC Colorado are engaged in illegal business and therefore not eligible for federal bankruptcy protection. For the past several months, the Debtors have worked with the Examiner to ensure he has the information and documentation required to conduct his investigation. These efforts have included numerous email and telephone communications between the Examiner, the Debtors' bankruptcy counsel, the Debtors' in-house-counsel and the Debtors' management, and the production of numerous documents. The Debtors have strived to be transparent and candid with the Examiner. For the last three months, the Debtors have also focused on responding to Rule 2004 Examinations from various creditors, which has included identifying, gathering, and producing voluminous documents, drafting protective orders and written objections and responses to discovery, and preparing for and attending three depositions, as well as communications with counsel for the creditors to facilitate this process. When it comes to paying bills, the Debtors are generally paying it as they come due as shown by their most recent Monthly Operating Reports, with two discrete exceptions. As a result of not receiving anticipated revenues, UCANN is late on some trade payables and is delinquent on some post-petition payroll and income taxes. However, the Debtors anticipate curing these delinquencies as revenues increase over the next few months. Because the Debtors' post-petition efforts have been focused on facilitating the Examiner's investigation, acquiring and implementing equipment that will streamline operations and increase product yields, and responding to creditors' Rule 2004 Examinations, the Debtors need additional time to have an opportunity to develop and confirm a consensual plan of reorganization. A copy of the Debtor's Motion to Extend is available from PacerMonitor.com at https://bit.ly/3nsZvO3 at no extra charge. About UC Colorado Corporation UC Colorado Corporation is a wholly-owned subsidiary of United Cannabis Corporation based in Golden, Colo., that focused on extracting products from industrial hemp plants, which it uses to create unique therapeutics for a wide range of diseases that can be utilized by patients globally. UC Colorado filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 20-12689) on April 20, 2020. The petition was signed by John Walsh, the Debtor's chief financial officer. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and estimated liabilities of the same range. Judge Joseph G. Rosania Jr. oversees the case. Wadsworth Garber Warner Conrardy, P.C., is the Debtor's legal counsel. The Debtor tapped Gibraltar Business Valuations to conduct a valuation of its business and assets. UNIMEX CORPORATION: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Unimex Corporation DBA Maelstrom Tactical DBA Maelstrom Footwear DBA Buffer Zone 21351 Gentry Dr., Suite 130 Sterling, VA 20166-8511 Business Description: Unimex Corporation -- https://unimexus.com -- provides product sourcing, manufacturing, storage, distribution and sales services to governments, businesses and individual consumers. Chapter 11 Petition Date: November 16, 2020 Court: United States Bankruptcy Court Eastern District of Virginia Case No.: 20-12535 Debtor's Counsel: Steven B. Ramsdell, Esq. TYLER, BARTL & RAMSDELL, PLC 300 N. Washington St. Suite 310 Alexandria, VA 22314 Tel: (703) 549-5000 Fax: (703) 549-5011 Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Weiwei Jian, president. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/IRBKPVQ/Unimex_Corporation__vaebke-20-12535__0001.0.pdf?mcid=tGE4TAMA UNIVERSAL TOWERS: Taps Avison Young-Atlanta as Real Estate Broker ----------------------------------------------------------------- Universal Towers Construction, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Avison Young-Atlanta, LLC as its real estate broker. The firm will solicit and procure prospective purchasers of the Debtor's interest in the hotel real and personal property located at 7800 Universal Blvd., Orlando, Fla. The firm will be compensated exclusively by a sale commission calculated as a percentage of the gross purchase price as follows: (i) 1.7 percent up to and including a gross purchase price of $25,000,000; (ii) 3.4 percent on the gross purchase price between $25,000,001 to $30,000,000; and (iii) 5.1 percent on all dollars above $30,000,001 of the gross purchase price, as more fully set forth in the agency agreement. H. Keith Thompson, a principal at Aviston Young-Atlanta, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: H. Keith Thompson Avison Young-Atlanta, LLC 280 Country Club Dr., Suite 200 Stockbridge, GA 30281 Telephone: (770) 692-1605 Email: keith.thompson@avisonyoung.com About Universal Towers Construction, Inc. Universal Towers Construction, Inc. is a privately held company in the traveler accommodation industry. Universal Towers Construction, Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-03799) on July 3, 2020. The petition was signed by Lis R. Oliveira-Sommerville, president. At the time of filing, the Debtor etimated $10 million to $50 million in both assets and liabilities. Eric S. Golden, Esq. at BURR & FORMAN LLP represents the Debtor as counsel. US REAL ESTATE EQUITY: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of US Real Estate Equity Builder Dayton, LLC. About US Real Estate Equity Builder Dayton US Real Estate Equity Builder Dayton LLC is primarily engaged in renting and leasing real estate properties. US Real Estate Equity Builder Dayton filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 20-21359) on Oct. 2, 2020. US Real Estate President Sean Tarpenning signed the petition. At the time of filing, the Debtor disclosed $6,754,000 in assets and $5,455,938 in liabilities. Phillips & Thomas, LLC serves as the Debtor's legal counsel. VIZIV TECHNOLOGIES: Hires Cavazos Hendricks as Legal Counsel ------------------------------------------------------------ Viziv Technologies, LLC seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Cavazos Hendricks Poirot, P.C. as its legal counsel. The services that will be provided by Cavazos Hendricks are as follows: a. advise and consult with the Debtor regarding the filing of its bankruptcy schedules, statement of financial affairs and pleadings; b. advise and consult with the Debtor concerning questions arising in the conduct of the administration of the estate and concerning the Debtor's rights and remedies with regard to the estate's assets and the claims of secured, preferred and unsecured creditors and other parties in interest; c. appear for, prosecute, defend and represent the Debtor's interest in suits arising in or related to its Chapter 11 case; d. assist in the preparation of pleadings, motions, notices and orders required for the orderly administration of Debtor's estate; and e. investigate what means may be necessary to preserve certain property rights owned by the estate and to determine and take all necessary actions for the preservation or liquidation of such assets. Cavazos Hendricks will be paid at hourly rates as follows: Attorneys $230 to $500 Paraprofessionals $100 to $135 The firm will also be reimbursed for out-of-pocket expenses incurred. Christopher Volkmer, Esq., a partner at Cavazos Hendricks, disclosed in court filings that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Cavazos Hendricks can be reached at: Christopher J. Volkmer, Esq. Cavazos Hendricks Poirot, P.C. Suite 570, Founders Square 900 Jackson Street Dallas, TX 75202 Phone: (214) 573-7322 Fax: (214) 573-7399 Email: cvolkmer@chfirm.com About Viziv Technologies Viziv Technologies, LLC is an electronics company that specialized in the field of electromagnetic surface waves. On Oct 7, 2020, creditors Surface Energy Partners LP, Kendol C. Everroad and Jamison Partners, LP filed an involuntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 20-32554) against Viziv Technologies. The creditors are represented by Kenneth Stohner Jr., Esq., at Jackson Walker, LLP. Judge Stacey G. Jernigan oversees the case. Cavazos Hendricks Poirot, PC and Allred & Wilcox, PLLC serve as the Debtor's bankruptcy counsel and special corporate counsel, respectively. WALKER SERVICE: Court Extends Plan Exclusivity Until Dec. 4 ----------------------------------------------------------- At the behest of Walker Service Corporation and its affiliates, Judge Elizabeth S. Stong of the U.S. Bankruptcy Court for the Eastern District of New York extended the periods within which the Debtors have the exclusive right to file a plan of reorganization to and including December 4, 2020, and to solicit acceptances of the plan to and including February 1, 2021. Any plan the Debtors propose will be funded in large part by the Debtors' ongoing business. The timing of the reopening of their business is based on the demand for taxis not to mention the willingness of drivers to come back to work. Due to the pandemic, demand for taxis is greatly reduced and drivers are making more money on unemployment than they would make driving a taxi. The Debtors estimate that they will likely not reopen until September 2020 at the earliest. The Debtors have been negotiating with their secured creditor, Pentagon Federal, to attempt to resolve claims in order to propose consensual plans after the Debtors resume operations. The Debtors had said the extension of the exclusivity period should be sufficient to allow for their business to reopen, for business to return to normal or to at least provide enough actual operations for the Debtors to develop projections of cash flow, and for resolution of the Pentagon Federal claims. The additional time will also be beneficial not only for the Debtors but also to the estate and their creditors and will not waste the Debtors' efforts combating competing plans and result in increased administrative expenses, all to the detriment of the estate, the creditors, and other parties-in-interest. About Walker Service Walker Service Corp. and its debtor-affiliates are privately held companies in the taxi and limousine service industry. On March 27, 2020, Walker Service Corp. and 21 affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Lead Case No. 20-41759). At the time of the filing, Walker Service disclosed estimated assets of $100,000 to $500,000 and estimated liabilities of $1 million to $10 million. Judge Elizabeth S. Stong oversees the cases. Debtors tapped Griffin Hamersky LLP and Spence Law Office, P.C. as legal counsel. WC 4811 SOUTH: Seeks to Hire Fishman Jackson as Bankruptcy Counsel ------------------------------------------------------------------ WC 4811 South Congress LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Fishman Jackson Ronquillo PLLC as its bankruptcy counsel. The firm will provide the following services: a. serve as attorneys of record for the Debtor in all aspects; b. provide representation and legal advice to the Debtor throughout its Chapter 11 case; c. assist the Debtor in carrying out its duties under the Bankruptcy Code; d. consult with the parties in interest concerning administration of the bankruptcy case; e. assist in the possible sale of the Debtor's assets; f. prepare legal papers and documents; g. assist the Debtor in connection with formulating and confirming a Chapter 11 plan; h. assist the Debtor in analyzing and appropriately treating the claims of creditors; i. appear before the court; and j. perform all other legal services. The firm will be paid at hourly rates as follows: Mark H. Ralston Attorney $400 Shirley James Paraprofessional $140 Mark Ralston, Esq., at Fishman Jackson, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Ralston also made the following disclosures in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Guidelines: a. Fishman Jackson has not agreed to a variation of its standard or customary billing arrangement for this engagement. b. None of Fishman Jackson's professionals included in this engagement have varied their rate based on the geographic location of the Chapter 11 case. c. Fishman Jackson was retained by the Debtor pursuant to the engagement agreement. The material terms of the pre-bankruptcy engagement are the same as the employment terms proposed by the firm. The firm can be reached through: Mark H. Ralston, Esq. Fishman Jackson Ronquillo PLLC Three Galleria Tower 13155 Noel Road, Suite 700 Dallas, TX 75240 Telephone: (972) 419-5544 Facsimile: (972) 4419-5500 Email: mralston@fjrpllc.com About WC 4811 South Congress Based in Austin, Texas, WC 4811 South Congress LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). WC 4811 South Congress sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 20-11105) on October 6, 2020. The petition was signed by Natin Paul, president of managing member. At the time of the filing, Debtor had estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. Fishman Jackson Ronquillo PLLC is Debtor's legal counsel. WC 8120 RESEARCH: Taps Fishman Jackson as Bankruptcy Counsel ------------------------------------------------------------ WC 8120 Research LP seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Fishman Jackson Ronquillo PLLC as its bankruptcy counsel. The firm will provide the following services: a. serve as attorneys of record for the Debtor in all aspects; b. provide representation and legal advice to the Debtor throughout the bankruptcy case; c. assist the Debtor in carrying out its duties under the Bankruptcy Code; d. consult with the parties in interest concerning administration of the bankruptcy case; e. assist in the possible sale of the Debtor's assets; f. prepare legal papers and documents; g. assist the Debtor in connection with formulating and confirming a Chapter 11 plan; h. assist the Debtor in analyzing and appropriately treating the claims of creditors; i. appear before the court; and j. perform all other legal services. The firm will be paid at hourly rates as follows: Mark H. Ralston Attorney $400 Shirley James Paraprofessional $140 Mark H. Ralston, Esq., of Fishman Jackson, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Ralston also made the following disclosures in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Guidelines: a. FJR has not agreed to a variation of its standard or customary billing arrangement for this engagement. b. None of FJR's professionals included in this engagement have varied their rate based on the geographic location of the Chapter 11 case. c. FJR was retained by the Debtor pursuant to the Engagement Agreement. The material terms of the prepetition engagement are the same as the terms described in the Application herein. The firm can be reached through: Mark H. Ralston, Esq. FISHMAN JACKSON RONQUILLO PLLC Three Galleria Tower 13155 Noel Road, Suite 700 Dallas, TX 75240 Telephone: (972) 419-5544 Facsimile: (972) 4419-5500 E-mail: mralston@fjrpllc.com About WC 8120 Research LP WC 8120 Research LP is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)) based in Austin, Texas. WC 8120 Research sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 20-11106) on October 6, 2020. The petition was signed by Natin Paul, manager of general partner. At the time of the filing, Debtor had estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. Fishman Jackson Ronquillo PLLC is Debtor's legal counsel. WC SOUTH CONGRESS: Taps Fishman Jackson as Bankruptcy Counsel ------------------------------------------------------------- WC South Congress Square LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Fishman Jackson Ronquillo PLLC as its bankruptcy counsel. The firm will provide the following services: a. serve as attorneys of record for the Debtor in all aspects; b. provide representation and legal advice to the Debtor throughout the bankruptcy case; c. assist the Debtor in carrying out its duties under the Bankruptcy Code; d. consult with the parties in interest concerning administration of the bankruptcy case; e. assist in the possible sale of the Debtor's assets; f. prepare legal papers and documents; g. assist the Debtor in connection with formulating and confirming a Chapter 11 plan; h. assist the Debtor in analyzing and appropriately treating the claims of creditors; i. appear before the court; and j. perform all other legal services. The firm will be paid at hourly rates as follows: Mark H. Ralston Attorney $400 Shirley James Paraprofessional $140 Mark H. Ralston, Esq., of Fishman Jackson, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Ralston also made the following disclosures in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Guidelines: a. FJR has not agreed to a variation of its standard or customary billing arrangement for this engagement. b. None of FJR's professionals included in this engagement have varied their rate based on the geographic location of the Chapter 11 case. c. FJR was retained by the Debtor pursuant to the Engagement Agreement. The material terms of the prepetition engagement are the same as the terms described in the Application herein. The firm can be reached through: Mark H. Ralston, Esq. FISHMAN JACKSON RONQUILLO PLLC Three Galleria Tower 13155 Noel Road, Suite 700 Dallas, TX 75240 Telephone: (972) 419-5544 Facsimile: (972) 4419-5500 E-mail: mralston@fjrpllc.com About WC South Congress Square LLC Based in Austin, Texas, WC South Congress Square LLC is primarily engaged in renting and leasing real estate properties. WC South Congress Square sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 20-11107) on October 6, 2020. The petition was signed by Natin Paul, manager of general partner. At the time of the filing, Debtor had estimated assets of between $50 million and $100 million and liabilities of between $10 million and $50 million. Fishman Jackson Ronquillo PLLC is Debtor's legal counsel. WC TEAKWOOD: Taps Fishman Jackson as Bankruptcy Counsel ------------------------------------------------------- WC Teakwood Plaza LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Fishman Jackson Ronquillo PLLC as its general bankruptcy counsel. The firm will provide the following services: a. serve as attorneys of record for the Debtor in all aspects; b. provide representation and legal advice to the Debtor throughout the bankruptcy case; c. assist the Debtor in carrying out its duties under the Bankruptcy Code; d. consult with the parties in interest concerning administration of the bankruptcy case; e. assist in the possible sale of the Debtor's assets; f. prepare legal papers and documents; g. assist the Debtor in connection with formulating and confirming a Chapter 11 plan; h. assist the Debtor in analyzing and appropriately treating the claims of creditors; i. appear before the court; and j. perform all other legal services. The firm will be paid at hourly rates as follows: Mark H. Ralston Attorney $400 Shirley James Paraprofessional $140 Mark H. Ralston, Esq., of Fishman Jackson, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Ralston also made the following disclosures in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Guidelines: a. FJR has not agreed to a variation of its standard or customary billing arrangement for this engagement. b. None of FJR's professionals included in this engagement have varied their rate based on the geographic location of the Chapter 11 case. c. FJR was retained by the Debtor pursuant to the Engagement Agreement. The material terms of the prepetition engagement are the same as the terms described in the Application herein. The firm can be reached through: Mark H. Ralston, Esq. FISHMAN JACKSON RONQUILLO PLLC Three Galleria Tower 13155 Noel Road, Suite 700 Dallas, TX 75240 Telephone: (972) 419-5544 Facsimile: (972) 4419-5500 E-mail: mralston@fjrpllc.com About WC Teakwood Plaza LLC Based in Austin, Texas, WC Teakwood Plaza LLC is primarily engaged in renting and leasing real estate properties. WC Teakwood Plaza sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 20-11104) on October 6, 2020. The petition was signed by Natin Paul, president of managing member. At the time of the filing, Debtor had estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. Fishman Jackson Ronquillo PLLC is Debtor's legal counsel. WHITNEY HARRIS: Seeks to Hire Hood & Bolen as Legal Counsel ----------------------------------------------------------- Whitney Harris Drugs, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to hire Hood & Bolen, PLLC as its legal counsel. The firm will provide legal services in connection with the Debtor's Chapter 11 case. Hood & Bolen's hourly rates are as follows: Partners $300 Attorneys $200 Senior paralegals $125 Junior paralegals $85 The firm received a retainer fee in the amount of $17,500. Hood & Bolen neither holds nor represents an interest adverse to the Debtor's estate, according to a court filing. The firm can be reached through: R. Michael Bolen, Esq. Hood & Bolen, PLLC Attorneys at Law 3770 Hwy. 80 West Jackson, MS 39209 Telephone: (601) 923-0788 Email: rmb@hoodbolen.com About Whitney Harris Drugs Whitney Harris Drugs, Inc., which conducts business under the name District Drugs & Mercantile in Jackson, Miss., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 20-02760) on November 6, 2020. At the time of the filing, Debtor had estimated assets and liabilities of less than $50,000. Hood & Bolen, PLLC is Debtor's legal counsel. WILLIAM THOMAS, JR: Nov. 19 Hearing on Trustee's Sale of Properties ------------------------------------------------------------------- Judge Jennie D. Latta of the U.S. Bankruptcy Court for the District of Tennessee will convene an expedited hearing on Nov. 19, 2020 at 10:15 a.m. to consider the proposed sale by Michael Collins, the Chapter 11 Trustee of William H. Thomas, Jr., of the following real properties of the Debtor located in Memphis, Shelby County, Tennessee: (I) 3551 Lanette Road, (II) 3579 Lanette Road, (III) 397 Carbon Road, (IV) 416 Carbon Road, (V) 4135 Kerwin Drive, and (VI) 5355 Beaverton Drive. The Trustee proposed to sell the properties free and clear of all Liens. The objection/response deadline to the Sale Motion will be set forth in the Notice of Hearing filed by the Court. Within one business day of the entry of the Order, the Trustee will serve a copy of the Order on all parties in interest and parties requesting notice. About William H. Thomas William H. Thomas, Jr. is a resident of Perdido Key, Florida. He is an attorney licensed to practice in the State of Tennessee and owns various real estate and business interests, including the ownership and operation of various advertising billboards and raw land. William H. Thomas, Jr. sought Chapter 11 protection (Bankr. D. Tenn. Case No. 16-27850-DSK) on June 2, 2016. On Jan. 24, 2019, the Court appointed Michael Collins as the Chapter 11 Trustee. YACHT CLUB: Seeks to Hire Fisher Auction as Auctioneer ------------------------------------------------------ Yacht Club Vacation Owners Association, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to hire Fisher Auction Company, Inc. as its auctioneer. The firm will market and sell the current timeshare condominium property, a 12-unit complex located at 611 Rock Lane, Branson, Mo., in which the Debtor holds an undivided interest with other timeshare owners. Fisher Auction will be reimbursed with its marketing expenses and will be paid via a 7 percent buyer's premium added to the final bid price. The firm will also receive 1 percent of the buyer's premium as reimbursement of the marketing expenses. Lamar P. Fisher, president and chief executive officer of Fisher Auction, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lamar P. Fisher Fisher Auction Company, Inc. 2112 East Atlantic Boulevard Pompano Beach, FL 33062 Telephone: (954) 942-0917 Facsimile: (954) 782-8143 Email: lamar@fisherauction.com About Yacht Club Vacation Owners Association Yacht Club Vacation Owners Association, Inc. filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 20-41555) on Aug. 28, 2020, listing under $1 million in both assets and liabilities. Judge Brian T. Fenimore oversees the case. Daniel D. Doyle, Esq., at Lashly & Baer, P.C., Attorneys at Law, serves as Debtor's legal counsel. YIELD10 BIOSCIENCE: Incurs $2.17 Million Net Loss in Third Quarter ------------------------------------------------------------------ Yield10 Bioscience, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $2.17 million on $204,000 of total revenue for the three months ended Sept. 30, 2020, compared to a net loss of $1.98 million on $224,000 of total revenue for the three months ended Sept. 30, 2019. For the nine months ended Sept. 30, 2020, the Company reported a net loss of $7.56 million on $604,000 of total revenue compared to a net loss of $6.11 million on $666,000 of total revenue for the same period during the prior year. As of Sept. 30, 2020, the Company had $16.65 million in total assets, $4.77 million in total liabilities, and $11.87 million in total stockholders' equity. "We are very pleased with our strong progress across multiple fronts in the third quarter and beyond," said Oliver Peoples, Ph.D., president and chief executive officer of Yield10 Bioscience. "We completed harvesting for our 2020 field test program to evaluate novel yield and compositional traits in Camelina and canola conducted in the United States and Canada, and look forward to reporting data in the fourth quarter of 2020 through early 2021. We plan to evaluate seed yield, oil content, PHA content and other metrics of the traits which will also inform our priorities for trait evaluation in 2021." "We are very pleased to have recently announced our collaboration with Rothamsted Research for the advancement of technology that enables the land-based, sustainable production of omega-3 (DHA + EPA) oils for use in aquaculture. There is a significant market opportunity for the development of plant-based feeding solutions for the production of fish, particularly salmon, for human consumption. The technology has demonstrated the DHA + EPA omega-3 trait in Camelina and is highly complementary to our own Camelina Platform. The key objective is to support Rothamsted's continued research as they further optimize the DHA + EPA omega-3 trait as a drop-in replacement for southern hemisphere fish oil and conduct field tests and feeding studies. Yield10 will develop a strategic business plan with an initial focus on South America." "In addition to executing our field test program and advancing our Camelina business plan, we also shored up our balance sheet in the third quarter with the closing of a public offering and concurrent private placement of common stock that raised $5.7 million in gross proceeds to Yield10. As we approach year end 2020, we remain focused on generating proof points for our traits in development and on advancing business discussions around our Camelina business plan," Dr. Peoples concluded. Going Concern The Company stated, "Based on our cash forecast, we expect that our present capital resources will be sufficient to fund our planned operations for at least that period of time. This forecast of cash resources is forward-looking information that involves risks and uncertainties, and the actual amount of expenses could vary materially and adversely as a result of a number of factors. Our ability to continue operations after our current cash resources are exhausted will depend upon our ability to obtain additional financing through, among other sources, public or private equity financing, secured or unsecured debt financing, equity or debt bridge financing, warrant holders' ability and willingness to exercise the Company's outstanding warrants, additional government research grants or collaborative arrangements with third parties, as to which no assurances can be given. We do not know whether additional financing will be available on terms favorable or acceptable to us when needed, if at all. If adequate additional funds are not available when required, we may be forced to curtail our research efforts, explore strategic alternatives and/or wind down our operations and pursue options for liquidating our remaining assets, including intellectual property and equipment." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1121702/000112170220000081/yten-20200930x10q.htm About Yield10 Yield10 Bioscience, Inc. -- http://www.yield10bio.com-- is an agricultural bioscience company that uses its "Trait Factory" and the Camelina oilseed "Fast Field Testing" system to develop high value seed traits for the agriculture and food industries. Yield10 is headquartered in Woburn, Massachusetts and has an Oilseed Center of Excellence in Saskatoon, Saskatchewan, Canada. Yield10 reported a net loss of $12.96 million for the year ended Dec. 31, 2019, compared to a net loss of $9.18 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $13.37 million in total assets, $4.88 million in total liabilities, and $8.48 million in total stockholders' equity. YOGAWORKS INC: Dec. 7 Auction of Substantially All Assets --------------------------------------------------------- Judge Karen B. Owens of the U.S. Bankruptcy Court for the District of Delaware authorized the bidding procedures proposed by YogaWorks, Inc. and affiliates in connection with the sale of substantially all assets to YogaWorks Investment Fund, LLC for $5 million, plus all assumed liabilities, pursuant to the Asset Purchase Agreement, subject to overbid. YogaWorks Investment is approved as the Stalking Horse Bidder, in accordance with the terms of the Agreement. The salient terms of the Bidding Procedures are: a. Bid Deadline: Dec. 4, 2020 at 5:00 p.m. (ET) b. Initial Bid: An amount equal to at least $5.25 ,which consists of (i) the credit bid consideration set forth in the Agreement in the amount of $5 million, plus (ii) the amount of the Break-up Fee of $150,000, plus (iii) $100,000 c. Deposit: $100,000 d. Auction: If the Debtors receive one or more Qualified Bids (other than the bid submitted by the Stalking Horse Bidder) by the Bid Deadline, the Auction will take place on Dec. 7, 2020 at 10:00 a.m. (ET), at the offices of Cozen O'Connor, 1201 North Market Street, Suite 1001, Wilmington, DE 19801, or such other place as the Debtors will notify all proposed attendees. All parties other than the Debtors' local counsel will attend the Auction via Zoom video conference pursuant to instructions to be provided no later than 24 hours prior to the Auction. The Auction will be conducted in accordance with the Bidding Procedures. All creditors will be permitted to attend the Auction via Zoom. e. Bid Increments: $50,000 f. Sale Hearing: Dec. 9, 2020 at 3:00 p.m. (ET) g. Sale Objection Deadline: Dec. 8, 2020 at 12:00 p.m. (ET) h. Break-up Fee: $150,000 if the final purchase price for the Purchased Assets is $13.5 million or more i. Credit Bidding: For purposes of any bid by the Stalking Horse Bidder, including any Overbid, the Stalking Horse Bidder will be entitled to credit bid up to the full amount of the GHP Loan. The Stalking Horse Bidder may not credit bid any portion of its DIP Facility claims. All creditors will be permitted to attend the Auction. The obligation to pay the Break-up Fee in full of immediately available funds when due will not be discharged, modified, or otherwise affected by any chapter 11 plan in the Chapter 11 Cases or by any other order or action of the Court. The Break-up Fee will be an allowed administrative expense claim. The notice of the sale of the Debtors' assets is approved in its entirety. On Nov.13, 2020, the Debtors will cause the Sale Notice and the Bidding Procedures Order on the Sale Notice Parties. No later than five business days after entry of the Bidding Procedures Order, the Debtors will cause substantially all of the information contained in the Sale Notice to be published once in a publication of national circulation. The proposed form of Sale Order will be filed no later than Nov. 13, 2020 at 4:00 p.m. (ET). The Cure Notice is approved in its entirety. No later than two business days after entry of the Bidding Procedures Order, the Debtors will serve the Cure Notice on all non-Debtor parties to the Scheduled Contracts. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h), 6006(d), 7062, or 9014, or any other provisions of the Bankruptcy Rules or the Local Rules stating the contrary, the terms and conditions of the Bidding Procedures Order will be immediately effective and enforceable upon its entry, and no automatic stay will apply to the Bidding Procedures Order. All time periods set forth in the Bidding Procedures Order will be calculated in accordance with Bankruptcy Rule 9006(a). A copy of the Bidding Procedures is available at https://tinyurl.com/y5ypyca2 from PacerMonitor.com free of charge. About YogaWorks YogaWorks is a leading provider of progressive and quality yoga that promotes total physical and emotional well-being. YogaWorks caters to students of all levels and ages with both traditional and innovative programming. It is also an international teaching school, cultivating the richest yoga talent from around the globe and setting the gold standard for teaching. For more information on YogaWorks, visit yogaworks.com. YogaWorks, Inc., and Yoga Works, Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12599) on Oct. 14, 2020. In the petition signed by CEO Brian Cooper, YogaWorks was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Debtors tapped SHULMAN BASTIAN FRIEDMAN & BUI LLP as restructuring counsel; COZEN O'CONNOR as Delaware restructuring counsel; and FORCE TEN PARTNERS, LLC as financial advisor. BMC GROUP, INC., is the claims agent. ********* 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. 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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. 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