/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/201130.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, November 30, 2020, Vol. 24, No. 334 Headlines 1769 LLC: Seeks to Tap Goldberg Weprin Finkel Goldstein as Counsel ADM OF FREDERICK: Seeks Approval to Hire Inman Kaminow as Counsel ADVAXIS INC: Closes $9.2 Million Public Offering ADVAXIS INC: Prices $8 Million Public Offering AIR CANADA: Moody's Downgrades CFR to Ba3, Outlook Negative AKCEL CONSTRUCTION: Thomas Buying Alpha's Lift Equipment for $25.5K ALANI PROPERTY: Hires Ellsworth Hawkins as Accountant ALLAN B. PLAMSER: Rybakovs Buying East Brunswick Property for $845K ALLISON TRANSMISSION: Fitch Rates New $1BB Unsecured Notes 'BB' AMERICAN MUD: Hires Carter Arnett as Special Litigation Counsel AMERICAN MUD: Seeks to Hire Forshey & Prostok as Counsel ANDINA GOLD: Says Substantial Going Concern Doubt Exists ASCENA RETAIL: Hires Ernst & Young to Provide Tax Services ASI CAPITAL: Gets OK to Hire Gordon Davis as Special Counsel ASP CHROMAFLO II: Moody's Raises CFR to B2, Outlook Stable AT HOME GROUP: Appoints Kenneth Simril to Board of Directors AVINGER INC: Granted Until May 19 to Regain Nasdaq Compliance BENEVIS CORP: Committee Hires Hughes Watters as Legal Counsel BERGIO INTERNATIONAL: Posts $389K Net Income in Third Quarter BLINK CHARGING: Acquires U-Go Charging and its EV Charging Stations BURTONSVILLE CROSSING: Seeks Approval to Hire Discepolo as Counsel CASSO-SOLAR TECHNOLOGIES: Taps Larry E. Stoloff as Accountant CENTURYLINK INC: Fitch Assigns BB Rating to Senior Unsecured Notes CHARTER COMMUNICATIONS: Moody's Affirms Ba2 CFR, Outlook Stable CHESAPEAKE ENERGY: Committee Taps BBG as Real Estate Appraiser CHILLER SERVICES: Court Approves Disclosure Statement CLEARPOINT CHEMICALS: Hires Three Rivers as Financial Advisor CNX RESOURCES: Fitch Assigns BB Rating on Unsecured Notes COMMUNITY PROVIDER: Patient Care Ombudsman Files 2nd Report CONFERENCE SERVICES: Pandemic Delays Plan; Dismissal Looms CONFERENCE SERVICES: Unsecured Will Recover 47.6% Under Plan COSMOS HOLDINGS: Appoints New COO and CFO COSMOS HOLDINGS: Posts $758K Net Income in Third Quarter COTO INVESTMENTS: Seeks to Tap Goe, Forsythe & Hodges as Counsel CRAZY CAT: Seeks Approval to Hire Phillips & Baca as Accountant DIOCESE OF CAMDEN: Sherman Silverstein Represents Parish Group DIOCESE OF ST. CLOUD: Unsecureds Will be Paid in 2 Installments DIS TRANSPORTATION: Files Chapter 11 Bankruptcy Protection DOLPHIN ENTERTAINMENT: Effects 1-for-5 Reverse Stock Split DOUBLE H TRANSPORTATION: Seeks to Hire Michael Nevarez as Attorney ELDERHOME LAND: Seeks Approval to Tap Discepolo LLC as Counsel ENTREC CORP: Foreign Rep Selling All Assets to ProLift for $24M ESCALON MEDICAL: Posts $209K Net Loss in First Quarter ESCONDIDO HOLDINGS: Dec. 16 Disclosure Statement Hearing Set ESCONDIDO HOLDINGS: Unsecureds to Be Paid in Full in 2 Years EXTRACTION OIL: Seeks to Hire Stout Risius as Valuation Advisor FIELDWOOD ENERGY: Committee Seeks to Hire Mani Little as Counsel FINGER OIL: Hires Thomas C. Hall as Special Litigation Counsel FIREBALL REALTY: Bar Harbor Bank Objects to Disclosure Statement FIREBALL REALTY: Unsecureds' Projected Dividend is 2% in Plan FIRST CHOICE: Dec. 5 to 13 Online Auction of Personal Property FIRSTENERGY CORP: Moody's Gives Ba1 CFR, Cuts Unsec. Rating to Ba1 FOREVER 21: DOJ Objects to 11% Administrative Expenses Payment FOURTH QUARTER: Cornerstone Says Disclosures Insufficient FOURTH QUARTER: Creditors to Get Paid from Property Sale Proceeds FRANCESCA'S HOLDINGS: Prepping for Chapter 11 Bankruptcy Filing FREE FLOW: Posts $28K Net Loss in Third Quarter FREEDOM COMMUNICATIONS: March 17 Continued Hearing on Disclosures FREEMAN MOBILE: Ally Bank Says Plan Disclosures Inadequate FREEMAN MOBILE: Bank of America Objects to Joint Plan & Disclosure FREEMAN MOBILE: Jan. 28, 2021 Plan & Disclosure Hearing Set FRUTTA BOWLS: Trustee's Auction of All Assets Set for Dec. 17 FURNITURE FACTORY: American Freight Buying Substantially All Assets GASTON ENTERPRISES: Gets OK to Hire Sacks Tierney as Counsel GB SCIENCES: Agrees to Settle Iliad Lawsuit Judgment for $3 Million GB SCIENCES: Leslie Bocskor Quits From Board of Directors GENERAL CANNABIS: All Five Proposals Passed at Annual Meeting GREEK CHEFS: Seeks to Hire Morrison Tenenbaum as Legal Counsel GREENPOINT TACTICAL: Committee Seeks to Hire Financial Advisor GREGORY G. SMITH: Hires Meegan Hanschu as Legal Counsel GTT COMMUNICATIONS: Lenders & Noteholders Extend Forbearance Period HARTSHORNE HOLDINGS: Tribeca Says DIP Loan Remains Unpaid HARTSHORNE HOLDINGS: Unsecureds to Get Some Recoveries in Plan HARTSHORNE HOLDINGS: UST Says Disclosures Inadequate HERTZ GLOBAL: Creditors Sue Lenders to Protect $887 Million HIGH RIDGE BRANDS: UST Objects to Releases in Amended Plan HOTEL OXYGEN: Government Officials Support Ivy Hotel Sale for $8.5M HOTEL OXYGEN: Riverside Buying Ivy Palm Resort Hotel for $8.5M HYTERA COMMUNICATIONS: Asks Expedited Hearing on Sale of Assets IBIO INC: Signs $100 Million Sales Agreement with Cantor Fitzgerald IMAGEWARE SYSTEMS: Appoints Douglas Morgan as Director INDUSTRIAL & CRANE: Seeks to Tap Frank Emmerich as Special Counsel INNERSCOPE HEARING: Delays Filing of Third Quarter Form 10-Q INPIXON: Prices $10M Registered Direct Offering Priced At-The-Marke INTERNATIONAL ORANGE SPA: Hires Bachecki Crom as Accountant INTERNATIONAL ORANGE SPA: Hires St. James Law as Legal Counsel INTERPACE BIOSCIENCES: Jack Stover to Retire as President & CEO INTERSTATE COMMODITIES: Committee Taps Business Valuation Expert INTERSTATE COMMODITIES: Hires NAI Platform as Real Estate Broker INVESTMENT ENERGY: Fitch Affirms B LT IDR, Outlook Stable J.C. PENNEY: Seeks to Tap Walker & Patterson as Litigation Counsel JAMCO SERVICES: Files for Chapter 11 Bankruptcy Protection JC STRENGTH: Seeks to Tap Rountree Leitman as Legal Counsel JOSEPH MARTIN THOMAS: $300K Erie Property Sale to Mlakars Confirmed JOSEPH MARTIN THOMAS: Proposes $300K Private Sale of Erie Property JOSHUAVILLE LLC: Gets OK to Hire Leslie Cohen as Legal Counsel KRATON CORP: Moody's Ups Unsecured Notes to B2, Outlook Stable LAPEER INDUSTRIES: Taps Amherst Consulting, Appoints CRO LATAM AIRLINES: Expects to Exit from Chapter 11 in 2nd Half of 2021 LAURYN HOPE: Seeks to Hire Sternberg Nacarri as Counsel LEAFBUYER TECHNOLOGIES: Incurs $867K Net Loss in First Quarter LIONS GATE: Moody's Downgrades CFR to B1, Outlook Stable LIVE NATION: Moody's Affirms B2 CFR, Outlook Negative LRGHEALTHCARE: Hires William S. Gannon as Conflicts Counsel LUMEN TECHNOLOGIES: Moody's Rates New $750MM Sr. Unsec. Notes B2 MALLINCKRODT PLC: Smith, Fishman, Bragar Represent Equity Holders MANIRRAH LLC: Gets OK to Hire Judson H. Henry as New Counsel MANUFACTURING METHODS: Hires Butler & Butler as Legal Counsel MARAVAI INTERMEDIATE: Moody's Upgrades CFR to B2, Outlook Stable MARINE BUILDERS: Nov. 28 Auction of Vessel Jenny Lynne Set MD AMERICA: Gets OK to Hire Porter Hedges as Counsel MEDIACOM COMMUNICATION: Moody's Affirms Ba1 CFR, Outlook Stable MEDICAL DIAGNOSTIC: Trustee Taps Cunningham as Auctioneer MERCURY FINTECH: Reports Third Quarter 2020 Financial Results METRO CONCRETE: Seeks to Hire Sugar Felsenthal as Conflicts Counsel METRO CONCRETE: Taps Charnetski Lacina as Corporate Counsel METRO CONCRETE: Taps Newpoint Advisors as Financial Advisor MGBV PROPERTIES: Seeks to Hire Adam Law Group as Counsel MOUNTAIN WEST: Seeks to Hire Tolson & Wayment as Counsel MTE HOLDINGS: Potter Anderson 6th Update on Service Providers N&B MANAGEMENT: Trustee Hires BK Attorney as Notice Provider NEONODE INC: Delaware Court Dismisses Purported Class Action Lawsui NEXT MOVE: Seeks to Hire Devon Barclay as Counsel NORTHWEST HARDWOODS: Pachulski, Willkie Represent Noteholder Group ON TRACK: Needs More Cash to Remain as a Going Concern ONDAS HOLDINGS: Says Substantial Going Concern Doubt Exists ONE WORLD: Reports $1.1M Net Loss for Quarter Ended Sept. 30 OZOP ENERGY: Losses Since Inception Cast Going Concern Doubt P&L DEVELOPMENT: Fitch Assigns B Rating on Sec. Notes, Outlook Pos. PACIFIC DRILLING: Hires Prime Clerk as Claims Agent PACKERS HOLDINGS: Fitch Affirms B- LT IDR, Outlook Stable PARKERVISION INC: Reports $1.7M Net Loss for Sept. 30 Quarter PAVMED INC: Has $5.9M Net Loss for Quarter Ended Sept. 30 PCT LTD: Reports $3.4-Mil. Net Loss for Quarter Ended Sept. 30 PENNSYLVANIA ECONOMIC: Moody's Cuts 2013 Parking Bonds to Ba2 PENNSYLVANIE REAL ESTATE: Has $29.6M Net Loss for Sept. 30 Quarter PEOPLE WHO CARE: La Harvard Offers $1.9M for Los Angeles Property PETER SAMUEL ROSEN: Asks Order Indicating Free of Encumbrances Sale PHI GROUP: Delays Filing of Third Quarter Form 10-Q PLATINUM GROUP: Incurs $7.1 Million Net Loss in Fiscal 2020 POLAR POWER: COVID-19 Pandemic Casts Going Concern Doubt POWER SOLUTIONS: Has $1.5-Mil. Net Loss for Quarter Ended Sept. 30 PRECIPIO INC: Has $3.3M Net Loss for Quarter Ended Sept. 30 PRECISION MEDICINE: Moody's Assigns B2 CFR, Outlook Stable PREMIERE JEWELLERY: Trustee Taps Omni as Claims Agent PRESSURE BIOSCIENCES: Posts $3.3M Net Loss for Sept. 30 Quarter PRIME HEALTHCARE: Fitch Assigns Final 'B' LongTerm IDR PRO TECH MACHINING: PA DOR Objects to Plan & Disclosure PROUSYS INC: Unsec. Creditors Will be Paid 15.7% to 25.3% of Claims PROVIDENCE MANAGEMENT: Seeks to Tap The Lane Law Firm as Counsel PS OF DENVER: Seeks to Hire SL Biggs as Accountant PURE BIOSCIENCE: Posts $4K Net Income for Fiscal Year 2020 QUANTA INC: Reports $1.9M Net Loss for the Quarter Ended June 30 QUARTER HOMES: Selling 15 Arizona Houses for $3.8 Million QUEEN CITY REHABS: Voluntary Chapter 11 Case Summary QUEST PATENT: Reports $50,000 Net Income for Sept. 30 Quarter R&R TRUCKING: Unsecureds Will Be Paid 25% of Their Claims REALNETWORKS INC: Reports $3.3M Net Loss for Sept. 30 Quarter RECRUITER.COM GROUP: Has $1.4-Mil. Net Income for Sept. 30 Quarter RED ROSE: Seeks Approval to Hire CA Global Partners as Auctioneer REISINGER HOLDINGS: Proposes Auction Sale of All Assets RELIV' INTERNATIONAL: Reports $125K Net Loss for Sept. 30 Quarter REMARK HOLDINGS: Has $4.4-Mil. Net Income for Sept. 30 Quarter REMINGTON OUTDOOR: Seeks to Tap B. Riley Real Estate as Broker RGN-BALTIMORE V: Case Summary & Unsecured Creditor RHA STROUD: US Trustee Appoints Burian as PCO ROCK INTERNATIONAL: Seeks U.S. Recognition of BVI Proceedings ROCKPORT DEV'T: Files Stipulation on Carve-out on LA Property Sale ROCKPORT DEV'T: Files Stipulation on Carve-out on Property Sale RTI HOLDING: Committee Seeks to Hire Cole Schotz as Counsel RTI HOLDING: Committee Seeks to Tap Kramer Levin as Counsel RTI HOLDING: Panel Seeks to Tap FTI Consulting as Financial Advisor RUBIO'S RESTAURANTS: Hires Gower Advisers as Financial Advisor RUBIO'S RESTAURANTS: Seeks to HIre B. Riley as Real Estate Advisor RUBIO'S RESTAURANTS: Seeks to Hire Mackinac Partners, Appoint CRO RUBIO'S RESTAURANTS: Seeks to Hire Ordinary Course Professionals RUBIO'S RESTAURANTS: Seeks to Hire Ropes & Gray as Counsel RUBIO'S RESTAURANTS: Seeks to Hire Young Conaway as Counsel SABLE PERMIAN: Seeks Approval to Hire Hilco as Valuation Expert SABLE PERMIAN: Seeks to Tap Sage-Popovich as Valuation Expert SABON HOLDINGS: Unsecured Creditors to Recover 20% in Joint Plan SHARON LANGLOIS: Yeganehs Buying L.A. Property for $2.02 Million SHILO INN: Seeks Approval to Hire Stoel Rives LLP as Local Counsel SHILO INN: Seeks to Tap Levene Neale as Legal Counsel SHOPPINGTOWN MALL NY: Hires Broadway Realty as Real Estate Broker SHOPPINGTOWN MALL: Proposes Auction Sale of Dewitt Mall SOUTH COAST: Trustee Seeks to Hire Hahn Fife as Accountant SOUTHWIRE COMPANY: Moody's Affirms Ba1 CFR, Outlook Stable STEPS IN HOME: Patient Care Ombudsman Files 2nd Report STERICYCLE INC: Fitch Affirms BB LT IDR, Alters Outlook to Stable STOKA NUTRITION: Gets OK to Hire Norred Law as Legal Counsel SUNOCO LP: Fitch Assigns 'BB' Rating on Unsec. Bonds Due 2029 SVENHARD'S SWEDISH: $0.10 to $0.58 on Dollar for Unsecured Claims SVENHARD'S SWEDISH: Pension Fund Says It Has Claims SVENHARD'S SWEDISH: USB Says Amended Disclosures Still Inadequate SYLVAIN LAPOINTE: Foreign Rep's Sale of Naples Property Approved SYNDIGO LLC: Moody's Assigns B3 CFR, Outlook Stable SYSTEMS INTEGRATORS: Seeks to Hire Sacks Tierney as Counsel TALK VENTURE: Unsecured Creditors Will Recover 1% Under Plan TALK VENTURE: US Trustee Says Disclosures Not Feasible TALK VENTURE: Wells Fargo Says Plan Patently Unconfirmable TECHNOGLASS INC: Fitch Affirms BB- LT IDRs, Outlook Stable TECTA AMERICA: Moody's Upgrades CFR to B2, Outlook Stable TENTLOGIX INC: Case Summary & 20 Largest Unsecured Creditors THROOP VENTURES: Chondrite Says Disclosures Misleading THROOP VENTURES: Unsecured Creditors Will Get 22% of Its Claims TPT GLOBAL: $50 Million Equity Raise Qualified by SEC TPT GLOBAL: Subsidiary Completes Thomas Scientific Sales Training TUESDAY MORNING: Equity Committee Seeks to Hire Financial Advisor TUESDAY MORNING: Equity Committee Taps Pachulski Stang as Counsel TWO WHEELS PROPERTIES: Gets OK to Hire Acosta Law as Counsel U.S. OUTDOOR: Seeks Approval to Hire CFO URSA PICEANCE: Court Okays $60 Million Chapter 11 Sale to Terra US FINANCIAL: Ameri-Star Offers Trustee $205K for Severn Property US REAL ESTATE: Committee Seeks to Hire Sader Law as Counsel V.S. INVESTMENT: Chung Buying Seattle Property for $885K WALKER ENVIRONMENTAL: Unsecureds to Recover 100% in 3 Years WALKER INVESTMENT: Jan. 5, 2021 Plan Confirmation Hearing Set WALKER INVESTMENT: U.S. Trustee Objects to Disclosure Statements WALKER INVESTMENT: Unsecured Creditors to Get $30K From Sale WAVE COMPUTING: Court Sends Reorganization Plan for Voting WAVE COMPUTING: U.S. Trustee Objects to Amended Disclosures WAVE COMPUTING: Unsec. Creditors to Have 70.3% to 83.8% Recovery WILDWOOD VILLAGES: Lieser Skaff Represents Class Plaintiffs WIN BIG DEVELOPMENT: Taps Marcus & Millichap as Real Estate Broker X-BUILT LLC: Seeks Approval to Tap David A. Mucklow as Counsel [^] BOND PRICING: For the Week from November 23 to 27, 2020 ********* 1769 LLC: Seeks to Tap Goldberg Weprin Finkel Goldstein as Counsel ------------------------------------------------------------------ 1769 LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Goldberg Weprin Finkel Goldstein LLP as counsel. The firm will provide these legal services: (a) provide the Debtor with necessary legal advice in connection with the Chapter 11 case and its responsibilities and duties as a debtor-in-possession. (b) represent the Debtor in all proceedings before the Bankruptcy Court and/or United States Trustee. (c) review and prepare all necessary legal papers, petitions, orders, applications, motions, reports and plan documents on the Debtor's behalf. (d) take all actions necessary to enable the Debtor to close on its sale of the property pursuant to a plan of reorganization or otherwise. (e) perform all other legal services for the Debtor which may be necessary to obtain a successful conclusion of the Chapter 11 case. The firm received a pre-petition retainer in the sum of $20,000 including the filing fees for the Chapter 11 filing. The unused portion of the retainer of approximately $7,500 shall be credited as part of the firm's final application for professional fees and expenses. The firm's current billing rates for bankruptcy and real estate matters are $575.00 per hour for partner time and between $275.00 to $425.00 for associate time. Kevin J. Nash, a member of the firm of Goldberg Weprin Finkel Goldstein LLP, 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: Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 1501 Broadway, 22nd Floor New York, NY 100136 Telephone: (212) 221-5700 Facsimile: (212) 730-4518 E-mail: knash@gwfglaw.com About 1769 LLC 1769 LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). 1769 LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-43646) on October 19, 2020. The petition was signed by Tim Ziss, member. At the time of the filing, the Debtor disclosed $10 million to $50 million in assets and $1 million to $10 million in liabilities. Judge Elizabeth S. Stong oversees the case. Goldberg Weprin Finkel Goldstein LLP serves as the Debtor's counsel. ADM OF FREDERICK: Seeks Approval to Hire Inman Kaminow as Counsel ----------------------------------------------------------------- ADM of Frederick, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ David J. Kaminow and Inman Kaminow, P.C. as its counsel. The firm will render these legal services: (a) provide debtor legal advice concerning its powers and duties as debtor-in-possession; (b) prepare applications, answers, orders, reports and other legal documents as may become necessary to be filed on behalf of debtor; (c) file, prosecute, and defense of adversary proceedings as necessary; (d) prepare any disclosure statement or plan of reorganization; and (e) perform such other legal services as may become necessary and desirable. Inman Kaminow, P.C. has agreed to represent the Debtor based on an hourly rate of $300.00 per hour, a reduction of the firm's normal billing rate. David J. Kaminow, an attorney in the firm of Inman Kaminow, P.C., disclosed in court filings that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code and does not hold or represent any interest adverse to the interest of the estate. The firm can be reached through: David J. Kaminow, Esq. INMAN KAMINOW, P.C. 9200 Corporate Boulevard, Suite 480 Rockville, MD 20850 Telephone: (301) 315-9400 E-mail: dkaminow@kamlaw.net About ADM of Frederick ADM of Frederick, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 20-19409) on October 20, 2020, listing under $1 million in both assets and liabilities. Judge Thomas J. Catliota oversees the case. David J. Kaminow, Esq., at Inman Kaminow, P.C. serves as the Debtor's counsel. ADVAXIS INC: Closes $9.2 Million Public Offering ------------------------------------------------ Advaxis, Inc. has closed an underwritten public offering of 26,666,666 shares of common stock and warrants to purchase up to 13,333,333 shares of common stock, along with an additional 3,999,999 shares of common stock and 1,999,999 warrants pursuant to the full exercise of the underwriters' option. The shares of common stock and warrants were sold together at a combined public offering price of $0.30 per share for total gross proceeds of approximately $9.2 million, before underwriting commissions and estimated expenses. The Company plans to use the net proceeds from the offering to fund its continued research and development initiatives in connection with expanding its product pipeline including, but not limited to, investment in its ADXS-HOT program and for general corporate purposes. The Company may also use a portion of the net proceeds to acquire or invest in other businesses, products and technologies. A.G.P./Alliance Global Partners acted as sole book-running manager for the offering. This offering was made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-226988) previously filed with the U.S. Securities and Exchange Commission, which became effective upon filing on Aug. 30, 2018. A prospectus supplement describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC's website located at www.sec.gov. Electronic copies of the prospectus supplement may be obtained, when available, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022 or via telephone at 212-624-2060 or email: prospectus@allianceg.com. About Advaxis Inc. Advaxis, Inc. -- http://www.advaxis.com-- is a clinical-stage biotechnology company focused on the development and commercialization of proprietary Lm-based antigen delivery products. These immunotherapies are based on a platform technology that utilizes live attenuated Listeria monocytogenes (Lm) bioengineered to secrete antigen/adjuvant fusion proteins. TheseLm-based strains are believed to be a significant advancement in immunotherapy as they integrate multiple functions into a single immunotherapy and are designed to access and direct antigen presenting cells to stimulate anti-tumor T cell immunity, activate the immune system with the equivalent of multiple adjuvants, and simultaneously reduce tumor protection in the tumor microenvironment to enable T cells to eliminate tumors. Advaxis reported a net loss of $16.61 million for the year ended Oct. 31, 2019, compared to a net loss of $66.51 million for the year ended Oct. 31, 2018. As of July 31, 2020, the Company had $40.02 million in total assets, $8.55 million in total liabilities, and $31.47 million in total stockholders' equity. Marcum LLP, in New York, the Company's auditor since 2012, issued a "going concern" qualification in its report dated Dec. 20, 2019, citing that the Company 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. ADVAXIS INC: Prices $8 Million Public Offering ---------------------------------------------- Advaxis, Inc. reported the pricing of an underwritten public offering of (i) 26,666,666 shares of common stock and warrants to purchase up to 13,333,333 shares of common stock. The shares of common stock and warrants are being sold together at a combined public offering price of $0.30 per share. The warrants will have an exercise price of $0.35 per share, will be immediately exercisable and will expire five years from the date of issuance. The Company has granted the underwriters a 30-day option to purchase up to an additional 3,999,999 shares of common stock and/or 1,999,999 warrants to cover over-allotments, if any. The Company plans to use the net proceeds from the offering to fund its continued research and development initiatives in connection with expanding its product pipeline including, but not limited to, investment in its ADXS-HOT program and for general corporate purposes. The Company may also use a portion of the net proceeds to acquire or invest in other businesses, products and technologies. A.G.P./Alliance Global Partners is acting as sole book-running manager for the offering. About Advaxis Inc. Advaxis, Inc. -- http://www.advaxis.com-- is a clinical-stage biotechnology company focused on the development and commercialization of proprietary Lm-based antigen delivery products. These immunotherapies are based on a platform technology that utilizes live attenuated Listeria monocytogenes (Lm) bioengineered to secrete antigen/adjuvant fusion proteins. TheseLm-based strains are believed to be a significant advancement in immunotherapy as they integrate multiple functions into a single immunotherapy and are designed to access and direct antigen presenting cells to stimulate anti-tumor T cell immunity, activate the immune system with the equivalent of multiple adjuvants, and simultaneously reduce tumor protection in the tumor microenvironment to enable T cells to eliminate tumors. Advaxis reported a net loss of $16.61 million for the year ended Oct. 31, 2019, compared to a net loss of $66.51 million for the year ended Oct. 31, 2018. As of July 31, 2020, the Company had $40.02 million in total assets, $8.55 million in total liabilities, and $31.47 million in total stockholders' equity. Marcum LLP, in New York, the Company's auditor since 2012, issued a "going concern" qualification in its report dated Dec. 20, 2019, citing that the Company 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. AIR CANADA: Moody's Downgrades CFR to Ba3, Outlook Negative ----------------------------------------------------------- Moody's Investors Service downgraded Air Canada's Corporate Family Rating to Ba3 from Ba2, Probability of Default rating to Ba3-PD from Ba2-PD, senior unsecured notes rating to B2 from Ba3. Moody's has affirmed the first lien senior secured rating at Ba1. The Speculative Grade Liquidity rating remains unchanged at SGL-3. Moody's also downgraded its ratings on Air Canada Series 2015-2 Pass Through Trusts, Air Canada Series 2017-1 Pass Through Trusts, and Air Canada Series 2020-1 Pass Through Trusts by one notch, in line with the one notch downgrade of the corporate family rating. Moody's affirmed its ratings on Air Canada Series 2013-1 Pass Through Trusts. "T[he] downgrade of Air Canada's ratings reflects our expectation of high leverage and that the return to 2019 air travel volume is likely to extend through 2023" said Jamie Koutsoukis, Moody's Vice President, Senior Analyst. RATINGS RATIONALE Air Canada (Ba3 negative) benefits from (1) adequate liquidity over the next year, and (2) its leading position in the duopolistic Canadian market, which will provide a solid foundation for eventual recovery from the coronavirus pandemic. The company is constrained by (1) the continued severe drop in passenger demand due to the coronavirus pandemic and related significant cash flow consumption, (2) elevated adjusted debt (about C$14 billion) in part due to recent borrowings to support liquidity and (3) uncertainty regarding the timing of a recovery in demand for air passenger travel, especially on international routes, which is an important portion of Air Canada's business. The rating action reflects Moody's expectation the coronavirus pandemic will continue to significantly curtail Canadian domestic and global demand for air travel in 2021. Moody's assumes that fourth quarter 2020 capacity will be approximately 25% of fourth quarter 2019 capacity, 2021 capacity will be only about 40% of 2019, and that it will take over three years to recover to 2019 levels of revenue and capacity. Cash burn will be between CAD12 million and CAD14 million per day in the fourth quarter of 2020 with the level of burn expected to improve 2021, though the airline will remain cash consumptive beyond 2021. Air Canada will continue to adjust capacity and take other measures as required to account for health warnings, travel restrictions, quarantines, border closures globally and passenger demand. The coronavirus outbreak, the government measures put in place to contain it, and the weak global economic outlook continue to disrupt economies and credit markets across sectors and regions. Its analysis has considered the effect on the performance of passenger airlines from the current weak global economic activity and a gradual recovery for the coming months. Although an economic recovery is underway, it is tenuous and its continuation will be closely tied to containment of the virus. As a result, the degree of uncertainty around its forecasts is unusually high. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. More specifically, social considerations for Air Canada include the negative impact that the coronavirus pandemic has on air travel demand. Air Canada has adequate liquidity (SGL-3) for the twelve months through Sept/21, supported by CAD7.7 billion of sources against CAD4.6 billion of uses. The company's sources are entirely cash and short-term investments at September 30, 2020. Air Canada has two committed credit facilities; a $600 million credit facility due in 2023 and CAD200 million credit facility due in 2022, both of which are fully drawn. Uses include 1) its expectation of approximately CAD1.0 billion of negative free cash flow, 2) mandatory debt and lease repayments of about CAD2.3 billion and 3) minimum cash reserves required by Air Canada's contractual covenants which Moody's estimates to be about CAD1.3 billion. Possible additional liquidity could be provided by Air Canada's unencumbered asset pool (excluding the value of Aeroplan and Air Canada Vacations) which amounts to approximately CAD1.8 billion as of September 30, 2020. Air Canada has debt covenants, which are loan-to-security value measures in nature, with which Moody's expects the company will remain in compliance. Air Canada's Ba1 rated obligations, which are secured by first priority liens in a diverse pool of collateral are two notches above the company's Ba3 CFR based on the application of Moody's Loss Given Default for Speculative-Grade Companies methodology. During 2020 Air Canada supplemented its liquidity position by raising additional debt including both second lien and unsecured debt which increased the loss absorption cushion provided to the first lien obligations in the application of its Loss Given Default for Speculative-Grade Companies methodology and has increased its notching relative to the company's CFR. The B2 unsecured debt rating reflects their junior ranking behind a significant amount of secured indebtedness and includes a one notch downward override to the B1 LGD-model implied outcome. The override reflects that the implied expected loss rates falls at the cusp of B1 and B2, and the potential for a higher mix of secured debt. Moody's rates nine tranches of enhanced equipment trust certificates (EETCs) across four Air Canada EETC transactions. The one-notch downgrades of the 2015-2, 2017-1 and 2020-1 series maintain the notching of each tranche relative to the corporate family rating. Moody's believes the aircraft models that comprise the collateral across these transactions will remain important to Air Canada's post-coronavirus network, which supports Moody's expectation that the company would likely affirm these transactions if it were to reorganize under Canadian bankruptcy and insolvency law. The downgrades consider the downgrade of the corporate family rating, Moody's estimates of the respective peak loan-to-values across the transactions and the uncertain timeframe for the coronavirus to become managed globally to allow a strong recovery of air travel demand that is needed to mitigate, if not eliminate, further pressure on aircraft values and on Air Canada's corporate credit profile. The affirmation of the ratings on the Series 2013-1 also reflects Moody's estimate of the equity cushion for each tranche and that the 777-300ER wide-body model will remain important to Air Canada's post-coronavirus operations balanced by potential increased pressure on values of this model in upcoming years. The 2013-1 transaction is secured by five 777-300ERs. The 2015-2 transaction is secured by two 777-300ERs and three 787-9s. The 2017-1 transaction is secured by nine 737 MAX 8s and four 787-9s. The Series 2020-1 has only a Class C tranche and is secured by the 27 aircraft across the company's Series 2015-1 (unrated), 2015-2 and 2017-1 EETCs. The negative rating outlook reflects the potential for weaker passenger demand than Moody's estimates in its slower recovery case projections which could pressure average daily cash burn, weaken the company's liquidity cushion and slow potential future de-leveraging of the balance sheet. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if (1) the pace of recovery of passenger demand is slower than Moody's expects, (2) liquidity deteriorates, (3) adjusted debt/EBITDA is likely to exceed 7x in 2022 or 4.5X in 2023 (negative EBITDA expected in 2020), or (4) funds from operations plus interest-to-interest is likely to be less than 3.5x in 2022 or 4.5X in 2023 (negative 0.7x expected in 2020). The ratings could be upgraded if (1) liquidity strengthens, (2) adjusted debt-to-EBITDA is likely to be less than 3.5x, and (3) funds from operations plus interest-to-interest is likely to exceed 5x. Changes in EETC ratings can result from any combination of changes in the underlying credit quality or ratings of the company, Moody's opinion of the importance of the aircraft collateral to the operations and/or its estimates of current and projected aircraft market values, which will affect estimates of loan-to-value. Near-term updates to Moody's estimates of aircraft market values that reduce the respective equity cushion could lead to further downgrades. The principal methodology used in rating Air Canada was Passenger Airline Industry published in April 2018. The principal methodologies used in rating Air Canada 2013-1 Pass Through Trusts, Air Canada Series 2015-2 Pass Through Trusts, Air Canada Series 2017-1 Pass Through Trusts and Air Canada Series 2020-1 Pass Through Trusts were Passenger Airline Industry published in April 2018, and Enhanced Equipment Trust and Equipment Trust Certificates published in July 2018. Air Canada is the largest provider of scheduled airline passenger services within, and to and from Canada. Revenue in 2019 was CAD19.1 billion. The company is headquartered in Saint-Laurent, Quebec, Canada. Downgrades: Issuer: Air Canada Corporate Family Rating, Downgraded to Ba3 from Ba2 Probability of Default Rating, Downgraded to Ba3-PD from Ba2-PD Senior Unsecured Regular Bond/Debenture, Downgraded to B2 (LGD5) from Ba3 (LGD5) Issuer: Air Canada Series 2015-2 Pass Through Trusts Senior Secured Enhanced Equipment Trust, Downgraded to A3 from A2 Senior Secured Enhanced Equipment Trust, Downgraded to Ba1 from Baa3 Senior Secured Enhanced Equipment Trust, Downgraded to Baa2 from Baa1 Issuer: Air Canada Series 2017-1 Pass Through Trusts Senior Secured Enhanced Equipment Trust, Downgraded to A3 from A2 Senior Secured Enhanced Equipment Trust, Downgraded to Ba1 from Baa3 Senior Secured Enhanced Equipment Trust, Downgraded to Baa2 from Baa1 Issuer: Air Canada Series 2020-1 Pass Through Trusts Senior Secured Enhanced Equipment Trust, Downgraded to Ba3 from Ba2 Affirmations: Issuer: Air Canada Senior Secured First Lien Term Loan, Affirmed Ba1 (LGD2) Senior Secured First Lien Revolving Credit Facility, Affirmed Ba1 (LGD2) Senior Secured Regular Bond/Debenture, Affirmed Ba1 (LGD2) Issuer: Air Canada 2013-1 Pass Through Trusts Senior Secured Enhanced Equipment Trust, Affirmed Ba3 Senior Secured Enhanced Equipment Trust, Affirmed Baa3 Outlook Actions: Issuer: Air Canada Outlook, Remains Negative Issuer: Air Canada 2013-1 Pass Through Trusts Outlook, Remains Negative Issuer: Air Canada Series 2015-2 Pass Through Trusts Outlook, Remains Negative Issuer: Air Canada Series 2017-1 Pass Through Trusts Outlook, Remains Negative Issuer: Air Canada Series 2020-1 Pass Through Trusts Outlook, Remains Negative AKCEL CONSTRUCTION: Thomas Buying Alpha's Lift Equipment for $25.5K ------------------------------------------------------------------- Alpha Building Group, Inc., an affiliate of Akcel Construction, LLC, asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of the following construction equipment free and clear of all liens and interests to Galen Thomas: (i) Komatsu Model FG40ZT-7, Serial No. 103774A (needs repair), for $2,500; (ii) Yale, Model B875B08360D, Serial No. F430725, for $5,000; (iii) LG, Model CLG2025H for $5,000; (iv) 2006 Moffet M55, Serial No. F440008, for $6,500; and (v) 2006 Moffet M55, Serial No. F420118, for $6,500. Alpha manufactures, delivers and installs prefabricated wall panels and supplies building components for residential and commercial projects across the Central Florida region. It desires to sell certain construction equipment it no longer needs for its business operations. The equipment Alpha proposes to sell consists of lift equipment. The Debtor has received an offer of $25,500 from the Buyer for the specific pieces of equipment listed on Exhibit A. It is selling the Property for what it considers to be fair market value, and believes the Property has a fair market value of no more than $25,500. The Debtor has vetted the market for alternative offers, but the offer from the Buyer was the highest and best offer. The Sale Price will be $25,500.00 cash, payable in one lump sum payment upon entry of an order approving the Motion. The Property is being sold "as is" with no warranties of any kind. The Buyer is not a creditor of the Debtor. Hancock Whitney Bank may assert a secured lien on the Property. Upon completion of the sale, Hancock's lien, to the extent one exists, will be stripped from the Property and will attach to the proceeds of the sale in the same order of priority and with the same validity, force and effect that Hancock or party in interest had prior to such sale, subject to any claims and defenses that the Debtor's bankruptcy estate may possess with respect thereto. The Debtor believes the proposed sale provides the highest available return for the Property and, thus, believes the sale is in the best interests of its creditors and estate. A copy of the Exhibit A is available at https://tinyurl.com/y2pxusr8 from PacerMonitor.com free of charge. About Akcel Construction Akcel Construction, LLC is a privately held company that specializes in providing shell construction services to builders across Florida and the Southeastern region. Akcel Construction, LLC and its debtor affiliate, Alpha Building Group, Inc., sought Chapter 11 protection (Bankr. M.D. Fla. Lead Case No. 20-03210) on June 8, 2020. The petitions were signed by Rubi Akooka, managing member. At the time of the filing, each Debtor disclosed estimated assets of $1 million to $10 million and estimated liabilities of the same range. The Debtors are represented by Latham, Luna, Eden & Beaudine, LLP. ALANI PROPERTY: Hires Ellsworth Hawkins as Accountant ----------------------------------------------------- Alani Property Source Co. received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Ellsworth Hawkins Tax and Accounting Service, LLC as its accountants. Ellsworth will prepare the Debtor's 2018 and 2019 tax returns. Ellsworth will charge $450 to prepare Debtor's 2018 tax returns and $600 to prepare Debtor's 2019 tax returns. Ellsworth is disinterested under 11 U.S.C. Sec. 101(14), with regard to the matters upon which it is to be engaged, according to court filings. The firm can be reached through: Ellsworth Hawkins Ellsworth Hawkins Tax and Accounting Service, LLC 4500 Hugh Howell Rd #145 Tucker, GA 30084 Phone: +1 770-982-9431 About Alani Property Source Co. Alani Property Source Co., Inc., a Georgia-based commercial real estate management company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-66885) on June 2, 2020. Judge Lisa Ritchey Craig oversees the case. Debtor has tapped the Law Office of Scott B. Riddle, LLC as its legal counsel. ALLAN B. PLAMSER: Rybakovs Buying East Brunswick Property for $845K ------------------------------------------------------------------- Allan Bruce Plumser and Diane Cheryl Plumser ask the U.S. Bankruptcy Court for the District of New Jersey to authorize the sale of the real property located at 27 Independence Drive, East Brunswick, New Jersey to Yakov Rybakov and Nedezhda V. Rybakov for $845,000. The Debtors' counsel certifies that the Debtors jointly own the real property. The Debtors have obtained a Contract of Sale to sell the property, and desire to sell the property in accordance with the contract for a sales price of $845,000. The sales price is attractive given the present condition and location of the property. They ask the Court to approve the sale subject to the payment of all real property taxes and other municipal liens, the mortgage lien of Blue Foundry Bank, the lien of the Internal Revenue Service, the real estate commission of 5% of the sales price, and the real estate attorney fee of $1,450 plus expenses, along with other reasonable and customary closing costs. All liens are to be satisfied at closing. The counsel's fee for services in connection with the Motion and the Notice of Proposed Private Sale is $1,500, and will be paid at closing. The Debtors will receive $50,300 at closing, which is the amount of their exemption claiming under Sec. 522(d)(1). All remaining proceeds of the sale after payments described will be held in the trust account of the undersigned pending further Order of the Court. The Debtors respectfully ask an Order permitting the sale of their real property pursuant to the Contract of Sale, with the sales proceeds to be distributed in accordance with the Application, and such other relief as is just. A hearing on the Motion is set for Dec. 3, 2020 at 10:00 a.m. A copy of the Contract is available at https://tinyurl.com/y3nakqxm from PacerMonitor.com free of charge. Counsel for Debtors: Dean G. Sutton, Esq. 18 Green Road Post Office Box 187 Sparta, NJ 07871 Telephone: (973) 729-8121 E-mail: dean@deansuttonlaw.com Allan Bruce Plumser and Diane Cheryl Plumser sought Chapter 11 protection (Bankr. D.N.J. Case No. 19-25198) on Aug. 6, 2019. The Debtors tapped Dean G. Sutton, Esq., as counsel. ALLISON TRANSMISSION: Fitch Rates New $1BB Unsecured Notes 'BB' --------------------------------------------------------------- Fitch Ratings has assigned a rating of 'BB'/'RR4' to Allison Transmission, Inc.'s (ATI) proposed issuance of $1.0 billion in senior unsecured notes in a private placement. ATI is the principal operating subsidiary of Allison Transmission Holdings, Inc. (ALSN). The Long-Term Issuer Default Ratings (IDRs) for ALSN and ATI are 'BB' and their Rating Outlooks are Stable. ATI intends to proceeds from the proposed notes to fund the early redemption of its existing $1.0 billion in 5.0% senior unsecured notes due 2024. KEY RATING DRIVERS Ratings Overview: ALSN's ratings reflect Fitch's expectation that the company's credit protection metrics will remain consistent with its 'BB' IDR over the intermediate term, despite a significant demand decline in 2020 brought about by the coronavirus pandemic. This is largely because the company had significant headroom in its ratings prior to the pandemic, allowing it to absorb the effect of the current downturn while maintaining a credit profile stronger than its negative rating sensitivities. Over the intermediate term, Fitch expects ALSN's credit profile to improve as business conditions normalize, but it may take a couple years for the company's metrics to return back to pre-pandemic levels. That said, ALSN managed to produce positive post-dividend FCF in the second quarter of 2020, something very few suppliers accomplished during what was likely the weakest period of the downturn. During that period, ALSN's EBITDA and FCF margins, though well down from recent levels, nonetheless remained very strong compared with the typical levels of most vehicle supplier peers. Key Rating Concerns: Aside from the effect of the pandemic on ALSN's credit profile, rating concerns include the heavy cyclicality of the global commercial vehicle and off-highway equipment markets, volatile raw material costs and the relative lack of global diversification in ALSN's current business mix. However, the company's transmissions are used primarily in the Class 6 through 8 vocational truck markets, which are generally less cyclical than the Class 8 linehaul tractor market. Over the longer term, a shift toward greater use of electric powertrains in commercial vehicles, particularly in short-haul buses or urban pick-up and delivery trucks, could pose a risk to ALSN's core automatic transmission business. To help counter this risk, ALSN has increased its investments in electrification technologies over the past several years, including two acquisitions of businesses specializing in electrification technology in 2019. ALSN also has had a strong position in supplying hybrid-electric propulsion systems for city buses for many years, although that market remains relatively small. Strong Profitability and FCF: Fitch expects ALSN's profitability and FCF generation to remain relatively strong over the long term, despite a near-term decline due to the pandemic. Fitch expects ALSN to produce an EBITDA margin in the mid-30% range in 2020, strong for a vehicle supplier but down from 39.5% in 2019. Fitch expects ALSN's EBITDA margin to rise back toward the upper-30% range in 2021 and 2022. Fitch also expects ALSN to continue producing relatively strong FCF over the intermediate term, although it will be lower in the near term due to the pandemic. Fitch expects post-dividend FCF margins to generally run in the mid-teens in the near term to the low-20% range over the longer term, which is very strong for a capital goods-related supplier. Fitch expects ALSN will target most of its post-dividend FCF toward share repurchases or potential acquisitions. Moderate Leverage: Due to the effect of the pandemic on demand, Fitch expects ALSN's EBITDA leverage (debt/Fitch-calculated EBITDA) to end 2020 in the mid-3x range, declining toward the upper-2x range by YE 2021 and the mid-2x range by YE 2022. Likewise, Fitch expects FFO leverage will likely end 2020 in the low-4x range, declining toward the low-3x range and upper-2x range by YE 2021 and YE 2022, respectively. DERIVATION SUMMARY ALSN is among the smaller public capital goods suppliers, with a more focused and less diversified product offering. Compared with suppliers such as Cummins, Inc., Dana Incorporated (BB+/Negative), or Meritor, Inc. (BB-/Stable), ALSN is smaller, with sales that are less geographically diversified, as over three quarters of ALSN's revenue is derived in North America. That said, its market share in many of the end-market segments where it competes is very high, with over 50% of the vehicles in certain segments fitted with ALSN's transmissions. Compared with other industrials in the 'BB' rating category, such as The Goodyear Tire and Rubber Company (BB-/Negative), ALSN's EBITDA leverage is lower, and its EBIT and FCF margins are much stronger. Notably, its strong EBITDA margins are more than double those of many investment-grade capital goods or auto supply issuers, such as BorgWarner Inc. (BBB+/Negative), Lear Corporation (BBB/Negative) or Aptiv PLC (BBB/Stable), while its post-dividend FCF margins are about four to five times higher than many of those higher-rated issuers. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Agency's Rating Case for the Issuer -- Global commercial truck production declines steeply in 2020, with a partial recovery in 2021 but not reaching the 2019 level for several years; -- Revenue declines around 23% in 2020 on lower production levels, then rises about 15% in 2021 and about 13% in 2022 on improving demand conditions, new business wins and some pricing improvement; -- The EBITDA margin declines to about 35% in 2020, then rises back toward 40% over the next several years; -- Debt declines slightly through the forecast period as the company makes amortization payments on its term loan; -- Capex declines about 35% in 2020, and then runs at about 4.5% of revenue in the following years; -- Dividend spending is roughly flat through the forecast; -- The company maintains a strong cash position, with excess cash used for share repurchases or occasional acquisitions. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Maintaining Fitch-calculated mid-cycle debt/EBITDA below 3.0x; -- Maintaining mid-cycle FFO leverage below 4.0x; -- An increase in the global diversification of its revenue base; -- Maintaining EBITDA and FCF margins at or above pre-pandemic levels; -- Continued positive FCF generation in a weakened demand environment. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- A sustained significant decline in EBITDA margins or an extended period of negative FCF; -- A competitive entry into the market that results in a significant market share loss; -- Maintaining Fitch-calculated mid-cycle debt/EBITDA above 4.0x; -- Maintaining Fitch-calculated mid-cycle FFO leverage above 5.0x; -- A merger or acquisition that results in higher leverage or lower margins over an extended period. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch expects ALSN's liquidity to remain adequate over the intermediate term. At Sept. 30, 2020, the company had $251 million in cash and cash equivalents. In addition, the company had $595 million available on ATI's $600 million secured revolver, after accounting for $5 million in letters of credit backed by the facility. ALSN has announced that it plans to increase the limit on the revolver to $650 million. Based on its criteria, Fitch treats cash needed to cover seasonality in a company's business as not readily available for purposes of calculating net metrics. However, Fitch believes that ALSN's operating cash flow is sufficient to cover the company's primary cash needs, even in the weakest period of a typical year, so seasonality is not a significant factor. Therefore, Fitch has treated all of ALSN's cash as readily available. Debt Structure: ALSN's debt structure as of Sept. 30, 2020 consisted of ATI's secured term loan B, which had $640 million outstanding, and three series of senior unsecured notes issued by ATI: $1.0 billion in 5.0% notes due 2024, $400 million in 4.75% notes due 2027 and $500 million in 5.875% notes due 2029. The term loan is secured by substantially all of ALSN's assets, the assets of ALSN's U.S. subsidiaries and certain assets of ATI's direct and indirect domestic and foreign subsidiaries. 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 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. AMERICAN MUD: Hires Carter Arnett as Special Litigation Counsel --------------------------------------------------------------- American Mud Works Partners, Ltd. seeks authority from the US Bankruptcy Court for the Northern District of Texas to hire Carter Arnett PLLC as special litigation counsel. The Debtor engaged Carter Arnett to represent the Debtor in state court litigation against the Reeder Entities in the Reeder Litigation. The Debtor also engaged CA to represent the Debtor as the intervenor in the GPHJV, LLC and GPHIL, LLC (the Hope Entities) v. Mr. Teinert, Trustee of The Mark J. Teinert Family Trust; Mr. Teinert, Individually; Mr. Overstreet, Trustee of the Overstreet Irrevocable Family Trust; Mr. Overstreet, Individually; SPEC-3 Group, LLC; Mr. Claybourn, Individually; Rachel K. Claybourn, Individually; and PSH Purewater, LLC in the 101st Judicial District, Dallas County, Texas, Cause No. DC-20-08002 (the Hope Litigation). The current hourly rates charged by Carter Arnett are: J. Robert Arnett, II $550 Michael L. Gaubert $500 Other Firm Attorneys $300 to $450 Paralegals/Legal Assistants $140 Carter Arnett represents no interest adverse to the Debtor or to its estate in the matters for which the counsel is proposed to be engaged. The firm can be reached through: J. Robert Arnett, II, Esq. Carter Arnett PLLC Campbell Centre II 8150 N. Central Expressway, Suite 500 Dallas, TX 75206 Phone: (214) 550-8188 Fax: (214) 550-8185 About American Mud Works Partners, Ltd. American Mud Works Partners is a new business in the oil and gas industry focused on waste disposal. The Debtor currently operates a drilling fluids processing plant in Woodsfield, Ohio and is in the process of obtaining funding for a solid waste disposal plant to be built on an adjacent parcel owned by the Debtor American Mud Works Partners, Ltd. filed its voluntary petition for relief under subchapter V of chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-43085) on Oct. 1, 2020. At the time of filing, the Debtor estimated $1,000,001 to $10 million in both assets and liabilities. Jeff P. Prostok at Forshey & Prostok, LLP serves as the Debtor's counsel. AMERICAN MUD: Seeks to Hire Forshey & Prostok as Counsel -------------------------------------------------------- American Mud Works Partners, Ltd. seeks authority from the US Bankruptcy Court for the Northern District of Texas to hire Forshey & Prostok, LLP as its legal counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: (a) advise the Debtor of its rights, powers and duties as a debtor and debtor-in-possession continuing to operate and manage its business and assets; (b) advise the Debtor concerning, and assisting in the negotiation and documentation of, agreements, debt restructurings, and related transactions; (c) review the nature and validity of liens asserted against the property of the Debtor and advise the Debtor concerning the enforceability of such liens; (d) advise the Debtor concerning the actions that it might take to collect and to recover property for the benefit of the Debtor's estate; (e) prepare on behalf of the Debtor all necessary and appropriate applications, motions, pleadings, proposed orders, notices, and other documents, and review all financial and other reports to be filed in this chapter 11 case; (f) advise the Debtor concerning, and preparing responses to, applications, motions, pleadings, notices and other papers that may be filed and served in this chapter 11 case; (g) counsel the Debtor in connection with the formulation, negotiation and promulgation of one or more plans of reorganization and related documents; (h) perform all other legal services for and on behalf of the Debtor that may be necessary or appropriate in the administration of this chapter 11 case or in the conduct of the bankruptcy case and the Debtor's business, including advise and assisting the Debtor with respect to debt restructurings, asset dispositions, and general business, tax, finance, real estate and litigation matters; and (i) provide all such other legal services as may be necessary or appropriate in connection with the bankruptcy case. Forshey & Prostok will be paid at these hourly rates: Jeff P. Prostok $675 Dylan T.F. Ross $275 Other Firm Attorneys $275 to $625 Paralegals / Legal Assistants $175 to $255 Forshey & Prostok will also be reimbursed for work-related expenses incurred. Jeff Prostok, Esq., a partner at Forshey & Prostok, assured the court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Forshey & Prostok can be reached at: Jeff P. Prostok, Esq. Forshey & Prostok, LLP 777 Main St., Suite 1290 Fort Worth, TX 76102 Tel: (817) 877-8855 Fax: (817) 877-4151 Email: jprostok@forsheyprostok.com About American Mud Works Partners, Ltd. American Mud Works Partners is a new business in the oil and gas industry focused on waste disposal. The Debtor currently operates a drilling fluids processing plant in Woodsfield, Ohio and is in the process of obtaining funding for a solid waste disposal plant to be built on an adjacent parcel owned by the Debtor American Mud Works Partners, Ltd. filed its voluntary petition for relief under subchapter V of chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-43085) on Oct. 1, 2020. At the time of filing, the Debtor estimated $1,000,001 to $10 million in both assets and liabilities. Jeff P. Prostok at Forshey & Prostok, LLP serves as the Debtor's counsel. ANDINA GOLD: Says Substantial Going Concern Doubt Exists -------------------------------------------------------- Andina Gold Corp. filed its quarterly report on Form 10-Q, disclosing a net loss of $5,939,989 on $0 of net sales for the three months ended Sept. 30, 2020, compared to a net loss of $1,299,517 on $0 of net sales for the same period in 2019. At Sept. 30, 2020, the Company had total assets of $8,386,548, total liabilities of $3,751,767, and $4,634,781 in total stockholders' equity. Andina Gold said, "The Company believes that there is substantial doubt about the Company's ability to continue as a going concern. The Company believes that its available cash balance as of the date of this filing will not be sufficient to fund its anticipated level of operations for at least the next twelve months. The Company believes that, at the present time, its ability to continue operations depends on the sale of assets as well as its ability to access capital markets when necessary to accomplish the Company's strategic objectives. The Company believes that the Company will continue to incur losses in the future. The Company expects to finance future cash needs from the results of operations and, depending on the results of operations, the Company will need additional equity, debt financing or assets sales until the Company can achieve profitability and positive cash flows from operating activities, if ever. There can be no assurance that the Company will be able to attract needed financing or be able to sell assets on reasonable terms, if at all." A copy of the Form 10-Q is available at: https://bit.ly/2JoeKZN Based in Denver, Colorado, Andina Gold Corp. operates as a pharmaceutical company, offering cannabis products. ASCENA RETAIL: Hires Ernst & Young to Provide Tax Services ----------------------------------------------------------- Ascena Retail Group, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Ernst & Young LLP to provide them with tax services. The services to be rendered by Ernst & Young are: Tax Claims Services (a) Assist with various tax, compliance and audit issues arising in the ordinary course of business while in bankruptcy, including but not limited to: IRS or state and local income and indirect tax audit defense, and compliance questions, notices or issues related (but not limited) to: federal, state and local income or franchise tax, sales and use tax, property tax, employment tax, credit and incentive agreements, and unclaimed property. (b) Advise or assist, as requested and as permissible, with determining the validity and amount of bankruptcy tax claims or assessments, including but not limited to the following types of taxes: income taxes, franchise taxes, sales taxes, use taxes, employment taxes, property taxes, severance taxes, excise taxes, credit and incentive agreements, other miscellaneous taxes or regulator assessments and fees, and unclaimed property. Foreign Bank Account Reporting (FBAR) (a) EY LLP will prepare and file required Foreign Bank Account Reporting (FBAR) filings for the 2019 calendar year due in 2020. (b) EY LLP will analyze the organization chart to determine any structural changes from prior year and asses the related impact (if any) on the financial interest filing. (c) EY LLP will produce FinCEN Form 114a for each individual filer, e-file completed specified FinCEN Forms 114, and confirm receipt to the Debtors and each individual filer. Loaned staff resources (a) EY LLP will provide Debtors with EY LLP Staff and EY LLP Senior professional personnel to assist with tasks to be performed under Debtor’s direction and supervision. (b) The anticipated work could include ministerial and administrative tasks to support the Debtors in preparation of calculations or workpapers for tax compliance purposes and other tax department priorities. Routine on-call tax advisory services (a) EY LLP will provide Debtors with advisory and assistance concerning one-off tax questions not otherwise addressed above. On-call tax advisory services are intended to include responding to general tax questions and assignments that are expected, at the beginning of the project, to involve total professional time not to exceed (with respect to the specific project) $25,000 in professional fees. EY LLP intends to charge the Debtors fees for the Services. The hourly rates for Tax Service Fees are: Partner/Principal/Managing Director $660-$800 Senior Manager $550-$675 Manager $420-$550 Senior $290-$425 Staff $200-$300 The hourly rates for loaned staff resources are: Senior $155 Staff $115 Matthew Prescott, partner of Ernst & Young LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Ernst & Young can be reached at: Matthew Prescott, CPA Ernst & Young LLP 800 Yard Street Columbus, OH 43212 Phone: +1 330 255 5800 Fax: +1 330 255 5830 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. ASI CAPITAL: Gets OK to Hire Gordon Davis as Special Counsel ------------------------------------------------------------ ASI Capital, LLC received approval from the U.S. Bankruptcy Court for the District of Colorado to hire Gordon Davis Johnson & Shane P.C. as its special counsel. As special counsel, the firm will continue to represent the Debtor in a case captioned Roma Commercial, Inc., and Carlos Martinez Ortega v. High Desert Hospitality, LP, High Desert Hospitality, LLC, Lucky Black Diamond, L.P. f/k/a and d/b/a/ Black Diamond Group, LP, Black Diamond Management, LLC, Charles L. Garrett, and TVO North American, LLC (Case No. 2019DCV1715) pending in the 327th Judicial District Court of El Paso County, Texas. In addition to the Roma lawsuit, Gordon Davis will also continue to represent the Debtor in other litigation matter in El Paso, Texas, including the following: ASI Capital LLC v. TVO Cobblestone, LLC, Case No. 2018DCV0375, District Court County of El Paso, Texas; TVO Cobblestone, LLC v. ASI Capital LLC, Case No. 08-18-00175- CV, Court of Appeals, 8th District of Texas; and ASI Capital v. Wayne Vandenburg, et al., Case No. 2018DCV1331, 384th Judicial District, El Paso, Texas. The firm's hourly rates are: Harrel L. Davis III $350 Other attorneys $125 to $500 Legal and staff assistants $60 to $140 The firm can be reached through: Harrel L. Davis III, Esq. Gordon Davis Johnson & Shane P.C. 4695 N. Mesa Street El Paso, TX 79912 Tel: (915)545-1133 Fax: (915)545-4433 Email: hdavis@eplawyers.com About ASI Capital ASI Capital Income Fund is an investment company as defined in 15 U.S.C. Section 80a-3. ASICIF holds interests in a number of investments, including interests in hotels. ASI Capital Income Fund and ASI Capital, LLC filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankt. D. Colo. Lead Case No. 20-14066) on June 15, 2020. The petitions were signed by Ryan C. Dunham, chief exe3cutive officer of Convergence Group. At the time of filing, each Debtor estimated $10 million to $50 million in both assets and liabilities. John Cardinal Parks, Esq., at Lewis, Brisbois, Bisgaard & Smith LLP, is the Debtors' legal counsel. The Debtors tapped BKD, LLP to prepare their tax returns and Gordon Davis Johnson & Shane P.C. as special counsel. ASP CHROMAFLO II: Moody's Raises CFR to B2, Outlook Stable ---------------------------------------------------------- Moody's Investors Service upgraded ASP Chromaflo Holdings II, LP's Corporate Family Rating to B2 from B3 and its probability of default rating to B2-PD from B3-PD. At the same time, Moody's has affirmed the B2 ratings on the senior secured first lien term loans and revolver, as well as the Caa2 rating on the second lien term loan. The rating outlook is stable. Upgrades: Issuer: ASP Chromaflo Holdings II, LP Corporate Family Rating, Upgraded to B2 from B3 Probability of Default Rating, Upgraded to B2-PD from B3-PD Affirmations: Issuer: ASP Chromaflo Dutch I B.V. Senior Secured Bank Credit Facility, Affirmed B2 (LGD3) Issuer: ASP Chromaflo Intermediate Hldgs Senior Secured 1st Lien Bank Credit Facility, Affirmed B2 (LGD3) Senior Secured 2nd Lien Bank Credit Facility, Affirmed Caa2 (LGD6) Outlook Actions: Issuer: ASP Chromaflo Holdings II, LP Outlook, Remains Stable RATINGS RATIONALE The upgrade of ASP Chromaflo Holdings II, LP's Corporate Family Rating to B2 reflects the company's lower debt leverage after paying down a significant portion of the second lien debt, its resilient earnings during the global pandemic and good liquidity profile after the recent extension of its revolving credit facility's maturity to November 2022. The impact from the COVID19 pandemic has been so far limited this year for Chromaflo thanks to its exposure to the relatively stable architectural paints, market share gains and cost reductions. EBITDA for the first nine months of 2020 was almost flat on a year on year comparison. Moody's expects earnings to improve next year with an improved cost base and a gradual recovery in the industrial and thermoset markets. Over the next 12-18 months Moody's expects debt/EBITDA including Moody's standard adjustments to decrease to mid five times, and EBITDA/interest coverage should improve to 2.5x due to the repayment of the second lien debt. Chromaflo's Corporate Family Rating takes into account the company's small scale, business focus in the competitive colorants industry and private equity ownership. The rating is supported by Chromaflo's diverse customer base, geographic reach and solid EBITDA margins thanks to its customized and proprietary formulations of colorants for buildings, industrial applications and thermoset plastics. Demand visibility is supported by the residential repaint volumes and the replacement of co-grinding by liquid colorants in EMEA and Asia. The rating is also supported by low cash requirement to run the operation because of the asset-light nature of its business. Chromaflo has a track record of generating positive free cash flows and maintains good liquidity. Chromaflo's overall environmental risk is viewed as average, as the creation of liquid colorants and dispersions may contain waste products and hazardous materials that are disposed and lead to water and environmental pollution. The company did not report any environmental liabilities as of the last twelve months ending December 2019. Governance risks are above-average due to the risks associated with private equity ownership, which include a limited number of independent directors on the board, reduced financial disclosure requirements as a private company and more aggressive financial policies compared to most public companies. The B2 ratings on the senior secured first lien credit facilities due November 2023 are affirmed to be in line with the B2 CFR, reflecting the predominance of the first lien credit facilities and a relatively small portion of second lien debt in the debt capital structure. The US first lien term loan tranche is secured and guaranteed by the domestic subs and a 65% pledge in equity of foreign subs, while the Dutch first lien tranche is secured and guaranteed by foreign subs and by the US borrower. A ratable participation and assignment mechanism ensure equal recovery of both US and Dutch term loans. The Caa2 rating on the second lien term loan reflects the subordinated lien on the collateral pledged to the US first lien term loan tranche. Chromaflo's good liquidity is supported by cash on hands ($14 million as of 9/30/2020), the company's free cash flow generation and full availability under the $50 million revolving credit facility. The recent credit amendments extended the credit facility's maturity to in November 2022. As of 9/30/2020, the revolver was undrawn. The revolver has a springing first lien leverage ratio set at 6.35x, if utilization is greater than 35%. Moody's expects periodic use of revolver to meet its working capital needs given the seasonality and for small tuck-in acquisitions. The term loan includes an excess cash flow sweep. Effectively all of the assets are encumbered under the senior secured facilities, leaving no sources of alternative liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects its expectation that the company will gradually increase volumes and earnings due to customer wins and increased penetration into industrial and thermoset markets in Europe and Asia. Rating upgrade is unlikely given the company's small business scale, focus on colorants and private equity ownership. However, an upgrade could be considered if the company improves its business scale and diversity, maintains solid operating performance, generates strong cash flow and reduces its debt/EBITDA below 5.0x on a sustained basis. Moody's could downgrade the ratings if Chromaflo's operating performance, liquidity profile and credit metrics deteriorate. In particular, downgrade can be triggered by debt/EBITDA ratio above 6.0x and diminishing free cash flow. ASP Chromaflo Holdings II, LP (Chromaflo) is a global supplier of liquid colorant systems for architectural and industrial coatings and thermoset plastics end markets. Headquartered in Ashtabula, Ohio, Chromaflo has production facilities in the US, Canada, Mexico, Finland, the Netherlands, South Africa, Australia, India, Malaysia and China. As of 2019, approximately 44% of the company's revenues were generated in the U.S. and Canada, 34% in EMEA, and 22% in Asia Pacific. The company generated revenues of $328 million during last twelve months ended September 2020. In November 2016, American Securities, partnered with Chromaflo's management, acquired the company from its previous owner Arsenal Capital Partners and Nordic Capital. The principal methodology used in these ratings was Chemical Industry published in March 2019. AT HOME GROUP: Appoints Kenneth Simril to Board of Directors ------------------------------------------------------------ At Home Group Inc. has appointed Kenneth Simril to serve as an independent member of its board of directors, effective Nov. 20, 2020. Mr. Simril currently serves as the president and chief executive officer of Fleischmann's Ingredients, a manufacturer of industrial preservative and flavoring ingredients to leading producers of consumer food products. "Ken Simril is a dynamic, consumer-oriented CEO with 30 years of diversified functional experience across multiple categories, including consumer products, technology and energy. We look forward to benefiting from Ken's leadership as a member of the At Home Group Board of Directors," said Lee Bird, chairman and chief executive officer of At Home. Prior to joining Fleischmann's in 2006, Mr. Simril amassed broad executive experience spanning finance, investor relations and operations for consumer facing businesses. These experiences led to successive operating roles as chief financial officer and chief operations officer for privately-held businesses in the network security space and the food services industry. He has also served in various finance and engineering roles with Mobil Oil Corporation and Exxon Mobil Corporation. Mr. Simril is a graduate of the University of Southern California where he received his BS in Petroleum Engineering. He received his MBA from Harvard Business School. Mr. Simril currently serves as an Independent Director for American Funds of the Capital Group. About At Home Group Inc. At Home (NYSE: HOME), is a home decor retailer offering more than 50,000 on-trend home products to fit any budget or style, from furniture, mirrors, rugs, art and housewares to tabletop, patio and seasonal decor. At Home is headquartered in Plano, Texas, and currently operates 219 stores in 40 states. At Home recorded a net loss of $214.4 million for the year ended Jan. 25, 2020, compared to net income of $48.99 million for the year ended Jan. 26, 2019. As of July 25, 2020, the Company had $2.33 billion in total assets, $1.98 billion in total liabilities, and $343.44 million in total shareholders' equity. As reported by the TCR on Nov. 26, 2020, S&P Global Ratings raised its issuer credit rating on U.S.-based home decor retailer At Home Group Inc. to 'B' from 'B-'. The outlook is positive. AVINGER INC: Granted Until May 19 to Regain Nasdaq Compliance ------------------------------------------------------------- Avinger, Inc. previously received a letter from the Listing Qualifications Department of The Nasdaq Stock Market, LLC notifying the Company that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2), as the minimum bid price for the Company's listed securities was less than $1.00 for the previous 30 consecutive business days. The Company initially had a period of 180 calendar days, or until Sept. 8, 2020, to regain compliance with the Minimum Bid Price Requirement. On April 20, 2020, the Company received notification from Nasdaq indicating that Nasdaq filed an immediately effective rule change with the SEC on April 16, 2020, pursuant to which the compliance periods for bid price and market value of publicly held shares requirements were tolled through June 30, 2020. As a result, the Company had until Nov. 20, 2020 to regain compliance with Nasdaq's Minimum Bid Price Requirement. The Company did not regain compliance with the Minimum Bid Price Requirement by Nov. 20, 2020. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company provided written notice to Nasdaq of its intent to cure the deficiency and, on Nov. 24, 2020, the Company received notice that Nasdaq granted the Company an additional 180 calendar days, or until May 19, 2021, to regain compliance. The Company intends to evaluate all available options to resolve the deficiency and regain compliance with the Minimum Bid Price Requirement on or before May 19, 2021, including, if necessary, by effecting a reverse stock split of the Company's common stock. If at any time before May 19, 2021, the closing bid price of the Company's common stock is at least $1.00 per share for a minimum of 10 consecutive business days, the Staff will provide written notification that the Company has achieved compliance with the Minimum Bid Price Requirement. If, however, compliance with the Minimum Bid Price Requirement cannot be demonstrated by May 19, 2021, the Staff will provide written notification that the Company's common stock will be subject to delisting. At that time, the Company may appeal the Staff's delisting determination to a Nasdaq Hearing Panel. There can be no assurance that, if the Company does appeal the Staff's delisting determination, such appeal would be successful. About Avinger Headquartered in Redwood City, California, Avinger -- http://www.avinger.com-- is a commercial-stage medical device company that designs and develops image-guided, catheter-based system for the diagnosis and treatment of patients with Peripheral Artery Disease (PAD). Avinger reported a net loss applicable to common stockholders of $23.03 million for the year ended Dec. 31, 2019, compared to a net loss applicable to common stockholders of $35.69 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $36.95 million in total assets, $22.49 million in total liabilities, and $14.45 million in total stockholders' equity. Moss Adams LLP, in San Francisco, California, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 5, 2020, citing that the Company's recurring losses from operations and its need for additional capital raise substantial doubt about its ability to continue as a going concern. BENEVIS CORP: Committee Hires Hughes Watters as Legal Counsel ------------------------------------------------------------- The official committee of unsecured creditors of Benevis Corp. and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to retain Hughes, Watters & Askanase, LLP as its conflicts counsel. The Committee requires Hughes Watters to: (i) represent the Committee in connection with any issues or matters that may arise in the course of the Bankruptcy Cases in which Locke Lord, as lead counsel to the Committee, may have a conflict or otherwise be unable to represent the Committee as lead counsel; and (ii) assess and evaluate the settlement between Henry Schein, Inc. and the Debtors in connection with Henry Schein, Inc.'s clams against the Debtors' estates, as well as any other matters as the Committee may direct. Hourly rates for Hughes Watters attorneys and paraprofessionals are: Attorney $195 to $600 Paraprofessional $60 to $150 Steven D. Shurn, Esq., a partner of the law firm of Hughes Watters, assures the court that the firm is a "disinterested person" within the meaning of Sec. 101(14) of the Bankruptcy Code. The firm can be reached through: Steven D. Shurn, Esq. Hughes Watters Askanase, LLP 1201 Louisiana, 28th Floor Houston, TX 77002 Tel: 713-759-0818 Fax: 713-759-6834 About Benevis Corp. Benevis Corp. -- https://www.benevis.com/ -- provides non-clinical, business support services to dental practices in 17 states. Benevis and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 20-33918) on Aug. 2, 2020. At the time of the filing, Debtors had estimated assets of between $100 million and $500 million and liabilities of between $1 billion and $10 billion. Judge David R. Jones oversees the cases. Debtors have tapped Jackson Walker LLP as their legal counsel, Conway MacKenzie Management Services, LLC as restructuring advisor, and Lincoln Partners Advisors, LLC as financial advisor. BERGIO INTERNATIONAL: Posts $389K Net Income in Third Quarter ------------------------------------------------------------- Bergio International, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $388,846 on $137,340 of net sales for the three months ended Sept. 30, 2020, compared to a net loss of $52,335 on $137,032 of net sales for the three months ended Sept. 30, 2019. For the nine months ended Sept. 30, 2020, the Company reported a net loss of $173,360 on $290,677 of net sales compared to a net loss of $254,528 on $358,104 of net sales for the same period a year ago. As of Sept. 30, 2020, the Company had $1.60 million in total assets, $1.97 million in total liabilities, and a total stockholders' deficit of $365,061. The Company has suffered recurring losses and has an accumulated deficit of $11,833,815 as of Sept. 30, 2020. As of Sept. 30, 2020, the Company had $323,493 in convertible debentures as well as $465,908 in loans payable. The Company said these factors raise substantial doubt about its ability to continue as a going concern. "The recoverability of a major portion of the recorded asset amounts shown in the accompanying consolidated balance sheet is dependent upon continued operations of the Company, which in turn, is dependent upon the Company's ability to raise capital and/or generate positive cash flows from operations. "It is our intention to establish Bergio as a holding company for the purpose of establishing retails stores worldwide. Our branded product lines are products and/or collections designed by our designer and CEO Berge Abajian and will be the centerpiece of our retail stores. We also intend to complement our own quality-designed jewelry with other products and our own specially-designed handbags. This is in line with our strategy and belief that a brand name can create an association with innovation, design and quality which helps add value to the individual products as well as facilitate the introduction of new products. It is our intention to open elegant stores in "high-end" areas and provide excellent service in our stores which will be staffed with knowledgeable professionals. The Company has also increased its online presence to minimize the impact of having to close its retail stores as well as directing efforts towards its wholesale operations," Bergio stated. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1431074/000139390520000327/brgo_10q.htm About Bergio International Headquartered in Fairfield, NJ, Bergio International, Inc. -- https://bergio.com/ -- is engaged in the product design, manufacturing, distribution of fine jewelry primarily in the United States. The Company also have two retail stores located in Closter, NJ and Atlantic City, NJ. Bergio International reported a net loss of $3.03 million for the year ended Dec. 31, 2019, compared to a net loss of $417,314 for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $1.44 million in total assets, $2.40 million in total liabilities, and a total stockholders' deficit of $958,599. BF Borgers CPA PC, in Lakewood, CO, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 15, 2020, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. BLINK CHARGING: Acquires U-Go Charging and its EV Charging Stations ------------------------------------------------------------------- Blink Charging Co. has acquired the EV charging operator U-Go Stations, Inc. and its portfolio of 44 DCFC charging locations. The purchase also includes multiple grants awarded to U-Go, for the deployment of up to an additional 45 new charging stations. The charging stations are located across ten states, expanding Blink's DCFC footprint. "As a key contributor to the expanding EV landscape, we are continuously looking for opportunities to strategically broaden our footprint across the United States, and our acquisition of U-Go supports this growth. In addition to their existing charging locations at attractive locations such as hotels, gas stations, and auto dealerships, U-Go has substantial grant awards for more DCFC deployments in Michigan, Pennsylvania, New Jersey, and Vermont. We look forward to installing and operating these new charging locations in early 2021," commented Brendan Jones, chief operating officer of Blink. "We are committed to bringing affordable, convenient, and efficient charging stations to the growing population of EV drivers, and the addition of the U-Go portfolio enhances our vital role as a leading provider in the ongoing development of EV infrastructure," added Mr. Jones. The acquisition will provide the critical mass necessary to make significant inroads in the DC fast charging market and provide Blink a larger national presence. The U-Go charging stations will add to Blink's current DCFC portfolio of 88 chargers, predominately found on the West Coast. Of the existing chargers, 31 are operated on the EVGo network and will be transitioned to the Blink Network within the next 30 days. 13 are not active and will be evaluated for future upgrades. All units will be available to Blink members and guests and can be found at the Blink Mobile App and Blink Map. U-Go Acquisition Equipment Locations * 181 Elm St, Westfield, MA 01085 * 1600 S Columbus Blvd, Philadelphia, PA 19148 * 563 Northfield Ave, West Orange, NJ 07052 * 160 Frontage Rd, Newark, NJ 07114 * 129 Pehle Ave, Saddle Brook, NJ 07663 * 1000 International Dr, Budd Lake, NJ 07828 * 2349 Marlton Pike, Cherry Hill, NJ 08002 * 1111 Route 73, Mt. Laurel, NJ 08054 * 9301 2nd Ave, Stone Harbor, NJ 08247 * East Brunswick, NJ 08816 * 4 Tower Center Blvd, East Brunswick, NJ 08816 * 195 Davidson Ave, Somerset, NJ 08873 * 368 Lewisberry Rd, New Cumberland, PA 17070 * 16 N George St, York, PA 17401 * 2600 Keyway Dr, York, PA 17407 * 3849 Hempland Rd, Mountville PA 17554 * 5625 Odonnell St, Baltimore, MD 21224 * Norwood, MA, 02062 * 1431 Assembly St, Columbia, SC 29201 * 7421 Garners Ferry Rd, Columbia, SC 29209 * 730 Coleman Blvd, Mt. Pleasant, SC 29464 * 3509 Clemson Blvd, Anderson, SC 29621 * 21229 Olean Blvd, Port Charlotte, FL 33952 * 32050 US Highway 19 N Palm Harbor, FL 34684 * Cleveland, TN 37312 * 109 Sharon Dr, Dandridge, TN 37725 * 8350 W Grand River Ave, Brighton, MI 48116 * 2017 N Canton Center Rd, Canton, MI 48187 * 453 S Gammon Rd, Madison, WI 53719 * Interstate 25 Exit 259 State Route 22, Santo Domingo, Pueblo, NM 87052 * 564 N Guadalupe St, Santa Fe, NM 87501 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. 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. 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. BURTONSVILLE CROSSING: Seeks Approval to Hire Discepolo as Counsel ------------------------------------------------------------------ Burtonsville Crossing, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ the law firm of Discepolo, LLC as counsel. Discepolo will render these legal services to the Debtor: (a) prepare pleadings and applications and conduct examinations incidental to any related proceedings or to the administration of this case; (b) determine the status of the debtor-in-possession (DIP) with respect to the claims of creditors in this case; (c) advise the DIP of its rights, duties, and obligations as Debtor operating under Chapter 11 of the Bankruptcy Code; (d) take any and all necessary action incident to the proper preservation and administration of this chapter 11 case; (e) advise and assist the DIP in the formation and preservation of a plan pursuant to Chapter 11 of the Bankruptcy Code, the disclosure statement, and any and all matters related thereto; and (f) evaluate and answer the Debtor reacting to any of the entities and pending bankruptcy matter of related entities. On or about October 20, 2020, the Debtor paid a retainer in the amount of $1,250.00 to prepare and file the petition. The Debtor does not owe Discepolo LLC any amount for legal services rendered prior to the petition date. Subject to approval of this Court, compensation will be payable to Discepolo LLC on an hourly basis plus reimbursement of actual and necessary expenses incurred by this firm. The hourly rates to be charged by Discepolo LLC in this matter are consistent with the rates charged to other clients in non-bankruptcy matters. A. Donald C. Discepolo, the principal of Discepolo, LLC, disclosed in court filings that the firm and its members are "disinterested persons" as that term is defined in section 101(14) of the Bankruptcy Code and do not have any connection with any creditor, the Debtor (other than their representations) or any other party-in-interest or their respective attorneys and accountants, the United States Trustee, or any person employed in the office of the United States Trustee. The firm can be reached through: A. Donald C. Discepolo, Esq. DISCEPOLO LLC 8808 Centre Park Drive, Ste. 306 Columbia, MD 21045 Telephone: (410) 296-0780 Facsimile: (410) 296-2263 E-mail: don@discepolofirm.com About Burtonsville Crossing Burtonsville Crossing, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 20-19418) on October 20, 2020. The petition was signed by Thomas Norris, president. At the time of the filing, the Debtor estimated to have $1 million to $10 million in both assets and liabilities. Discepolo LLC serves as the Debtor's counsel. CASSO-SOLAR TECHNOLOGIES: Taps Larry E. Stoloff as Accountant ------------------------------------------------------------- Casso-Solar Technologies LLC seeks authority from the United States Bankruptcy Court for the Southern District of New York (White Plains) to hire Larry E. Stoloff, CPA as its accountant. Services the accountant will render are: a. prepare tax returns; b. assist the Debtor in cash projections and its plan of reorganization and disclosure statement; c. review and analyze tax issues as they may arise; d. review documents furnished by the Debtor; e. perform such other accounting services as the Debtor may deem necessary. The accountant's current hourly billing rates are: Senior Accountant $200 All other accounting staff $175 Mr. Stoloff assures the court that he is a disinterested person within the meaning of 11 U.S.C. Sec. 101(14) and has no conflicts of interest with the Debtor. The accountant can be reached at: Larry E. Stoloff, CPA 299 Forest Ave # N Paramus, NJ 07652 Phone: +1 201-265-4444 About Casso-Solar Technologies LLC Casso-Solar Technologies LLC -- http://www.cassosolartechnologies.com-- is a manufacturer of industrial infrared custom oven and heat processing equipment including IR heaters, dryers, ovens, etc. Casso-Solar Technologies, LLC, filed a petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-23423) on August 5, 2019. The petition was signed by Douglas M. Canfield, president. At the time of filing, the Debtor estimated $1,188,871 in total assets and $496,379 in total liabilities. Rosemarie E. Matera, Esq. at KURTZMAN MATERA, P.C. represents the Debtor as counsel. CENTURYLINK INC: Fitch Assigns BB Rating to Senior Unsecured Notes ------------------------------------------------------------------ Fitch Ratings has assigned a 'BB'/'RR4' rating to CenturyLink, Inc., d/b/a Lumen Technologies offering of senior unsecured notes due 2029. Net proceeds from the offering together with cash on hand, are expected to be used for general corporate purposes, including the redemption of $500 million of Qwest Corporation's 6.125% senior unsecured notes due 2053 and reducing Lumen's revolver or other indebtedness. KEY RATING DRIVERS Key Competitor in Business Services: Lumen operates in an industry where scale is a key factor, and it is a large competitor overall and the second-largest operator serving business customers, after AT&T Inc. It is modestly larger than the business customer operations of Verizon Communications Inc. Lumen's network capabilities, in particular a strong metropolitan network, and a broad product and service portfolio emphasizing IP-based infrastructure and managed services provide the company with a solid base to grow enterprise segment revenue. Prioritizing Debt Reduction: Lumen reduced its common dividend in February 2019, cutting annual payments to approximately $1.08 billion from $2.30 billion. The additional annual FCF of more than $1.2 billion is being directed to a faster pace of debt repayment over three years. The company also announced a commitment to a lower and narrower range of net target leverage. Over the next few years, the company is targeting net debt/adjusted EBITDA of 2.75x-3.25x, down from 3.0x- 4.0x. Fitch is encouraged by the revised capital-allocation policies and believes this will better position the company in the long term. The company's debt reduction strategy is largely on track relative to the company's original guidance to reach its target range in early 2022. However, management indicates the uncertainty posed by the coronavirus pandemic may lead to a delay of up to a couple of quarters to reach its target range. Cost Reductions: Operational initiatives set in motion in early 2019 targeted an annualized $800 million-$1 billion of additional EBITDA-improving initiatives over three years at a cost of $450 million-$650 million. Lumen says it achieved a run rate of $730 million in annualized cost savings in 3Q20, after exiting 2019 at a run rate of $430 million. Execution Risk: Fitch believes the dividend-reduction and EBITDA-improvement initiatives signal support for the credit proﬁle. Progress to date on the EBITDA initiatives has reduced execution risk. Fitch believes signiﬁcant debt reductions are achievable, and the company has made good progress on debt reduction, but some execution risk remains in reaching the full amount targeted by Lumen. Managing Effects of the Coronavirus Pandemic: Fitch believes the telecom sector, including Lumen, will be more resilient to a downturn from the coronavirus pandemic than other sectors, with the potential for modest declines in revenue. Fitch expects Lumen to continue to beneﬁt from cost-reduction programs initiated in 2019 following early achievement of synergies from the Level 3 merger. Fitch does not expect material reductions in capital spending, although success-based capex is likely to decline as demand weakens. Fitch believes the company is likely to prioritize spending in areas that will enhance its competitive position. Pandemic Increases Near-Term Demand: The operating environment changes created by the pandemic have led to sharp increases in demand for connectivity for work-at-home, remote learning and home entertainment, as well as enterprises spending on business continuity. Over time, the positive effects are likely to be at least partly offset by economic weakness, given the rise in unemployment that has been pronounced in several sectors. Secular Challenges Facing Telecoms: In Fitch's view, Lumen continues to face secular challenges similar to other wireline operators in its residential business. Following the acquisition of Level 3, the consumer operation became a much smaller part of the overall business and accounts for approximately one-quarter of revenue, down from 35% in 2016. Fitch expects this share to continue to decline over time, given legacy revenue trends and a more targeted investment strategy in the segment. Parent-Subsidiary Relationship: Fitch links the ratings of Lumen and Qwest Corporation, based on strong operational and strategic ties. DERIVATION SUMMARY Lumen has a relatively strong competitive position based on the scale and size of its operations in the enterprise/business services market. In this market, Lumen has a moderately smaller revenue position than AT&T and is slightly larger than Verizon. All three companies have an advantage with national or multinational companies, given extensive footprints in the U.S. and abroad. Lumen also has a larger enterprise business that notably differentiates it from other wireline operators, such as Windstream Services, LLC and Frontier Communications Corporation. AT&T and Verizon maintain lower ﬁnancial leverage, generate higher EBITDA margins and FCF, and have wireless offerings providing more service diversiﬁcation compared with Lumen. FCF improved at Lumen due to the dividend reduction and cost synergies. Lumen has lower exposure to the secularly challenged residential market than wireline operators Frontier and Windstream. Within the residential market, incumbent wireline operators face wireless substitution and competition from cable operators with facilities-based triple-play offerings, including Comcast Corp. (A-/Stable) and Charter Communications Inc. Fitch rates Charter's indirect subsidiary CCO Holdings, LLC 'BB+'/Stable. Cheaper alternative offerings, such as voice over internet protocol and over-the-top video services, provide additional challenges KEY ASSUMPTIONS -- Fitch assumes revenues will decline in the low-to-mid-single digits in 2020, due to the effect of the coronavirus pandemic, with small and medium businesses the slowest to recover over the forecast horizon; -- EBITDA margins are expected to be in the low 40% range in the forecast period; aided by continued cost transformation efforts; -- Fitch's assumptions regarding additional cost savings approximate the midpoint of the $800 million-$1 billion range targeted by the company over 2019-2021. Lumen achieved a $730 million annualized run exiting 3Q20; -- Fitch expects capex to be approximately $3.7 billion for 2020, toward the lower end of original, but now withdrawn, company guidance of $3.6 billion-$3.9 billion; -- Fitch assumes some lower success-based capex owing to expectations for the macroeconomic environment; -- FCF directed to deleveraging over the forecast horizon. RATING SENSITIVITIES Factors that could, individually or collectively, lead to a positive rating action/upgrade: -- Gross leverage, deﬁned as total debt with equity credit/operating EBITDA, remaining at or below 3.0x, with FFO leverage of 3.0x, while consistently generating positive FCF margins in the mid-single digits; -- Demonstrating consistent EBITDA and FCF growth. Factors that could, individually or collectively, lead to a negative rating action/downgrade: -- A weakening of Lumen's operating results, including deteriorating margins and consistent mid-single-digit or greater revenue erosion brought on by difﬁcult economic conditions or competitive pressures the company is unable to offset through cost reductions; -- Discretionary management decisions, including but not limited to execution of M&A activity that increases gross leverage beyond 4.5x, with FFO leverage of 4.5x, in the absence of a credible deleveraging plan. LIQUIDITY AND DEBT STRUCTURE Strong Liquidity: Lumen's cash and cash equivalents totaled $526 million at Sept. 30, 2020 Total debt as of Sept. 30, 2020 was $32.6 billion before ﬁnance leases, unamortized discounts, debt issuance costs and other adjustments. On the same basis, actual quarter-end debt was $34.4 billion and readily available cash totaled approximately $1.8 billion. Lumen has actively managed its debt structure since the end of 2018, reducing its debt maturities on a pro forma basis during 2020-2025 by approximately $15 billion through repayment or by extending maturities. The credit agreement was amended and restated in January 2020. The $2.2 billion senior secured revolving credit facility had $1.075 billion drawn as of Sept. 30, 2020.Lumen's secured credit facility beneﬁts from secured guarantees by Qwest Communications International, Inc.; Qwest Services Corporation; CenturyTel Investments of Texas, Inc.; and CenturyTel Holdings, Inc. A stock pledge is provided by Wildcat HoldCo, LLC, the parent of Level 3 Parent, to the Lumen credit facility. The credit facility is guaranteed on an unsecured basis by Embarq Corporation and Qwest Capital Funding, Inc. The largest regulated subsidiary, Qwest Corporation, does not guarantee Lumen's secured facility, nor does Level 3 Parent. The Lumen senior secured notes are guaranteed by the same subsidiaries that guarantee the senior secured credit facilities and will be secured by the same collateral. CenturyLink Communications, LLC was released as a guarantor of the senior secured credit facility, which makes the notes pari passu with the credit facility. The secured revolving credit facility and Term Loan A limit Lumen's gross debt/EBITDA to no more than 4.75x. The current credit agreement requires cash interest coverage to be no less than 2.0x. The company is subject to an excess cash ﬂow sweep of 50%, with step downs to 25% and 0%, at total leverage of 3.5x and 3.0x, respectively. The excess cash ﬂow calculation provides credit for voluntary prepayments and certain other investments. Fitch estimates 2020 FCF, or cash ﬂow from operations less capex and dividends, will be similar to 2019 FCF, which was approximately $1.9 billion. could range from $1.8 billion-2.0 billion., Fitch's estimates capex could be in the $3.60 billion-$3.90 billion range in 2020, corresponding to the original guidance for 2020. Remaining maturities in 2020 are nominal and consist of debt amortization payments. Maturities in 2021 total approximately $2.4 billion. 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 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. CHARTER COMMUNICATIONS: Moody's Affirms Ba2 CFR, Outlook Stable --------------------------------------------------------------- Moody's Investors Service affirmed Charter Communications, Inc.'s credit ratings including the Ba2 Corporate Family Rating and Ba2-PD Probability of Default Rating (PDR). Moody's affirmed the Ba1 ratings on the First Lien Senior Secured Credit Facility and Senior Secured First Lien Notes and the B1 ratings on the Senior Unsecured Notes issued by the Company's subsidiaries. Moody's also assigned a Ba1 rating to new $1 billion senior secured notes due 2032 and new $1.35 billion senior secured notes due 2061 issued at Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. Moody's expects the proceeds of the notes issuance to be used for general corporate purposes. The Speculative Grade Liquidity Rating was upgraded to SGL-1 from SGL-2. The outlook is stable. Affirmations: Issuer: Charter Communications, Inc. Probability of Default Rating, Affirmed Ba2-PD Corporate Family Rating, Affirmed Ba2 Issuer: Charter Communications Operating, LLC Senior Secured Bank Credit Facility, Affirmed Ba1 (LGD3) Senior Secured Regular Bond/Debenture, Affirmed Ba1 (LGD3) Issuer: CCO Holdings, LLC Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD5) Issuer: CCO Safari II, LLC Senior Secured Regular Bond/Debenture, Affirmed Ba1 (LGD3) Issuer: CCOH Safari, LLC Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD5) Issuer: Time Warner Cable Enterprises LLC Senior Secured Regular Bond/Debenture, Affirmed Ba1 (LGD3) Issuer: Time Warner Cable LLC Senior Secured Regular Bond/Debenture, Affirmed Ba1 (LGD3) Assignments: Issuer: Charter Communications Operating, LLC Senior Secured Regular Bond/Debenture, Assigned Ba1 (LGD3) Upgrades: Issuer: Charter Communications, Inc. Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Outlook Actions: Issuer: CCO Holdings, LLC Outlook, Remains Stable Issuer: Charter Communications Operating, LLC Outlook, Remains Stable Issuer: Charter Communications, Inc. Outlook, Remains Stable Issuer: Time Warner Cable Enterprises LLC Outlook, Remains Stable Issuer: Time Warner Cable LLC Outlook, Remains Stable RATINGS RATIONALE Charter Communications, Inc.'s (Charter) credit profile is supported by the Company's substantial scale and share of the US pay-TV market which is protected by a superior, high-speed network with limited competitive overlap. Charter is the second largest cable company in the United States, serving approximately 30.9 million residential and commercial customers across 41 states, generating approximately $47.2 billion in revenue (Sept 2020 LTM). Strong and sustained broadband demand drives growth and profitability, providing an operating hedge to weakness in the secular decline in video and voice services. The business model is also highly predictable, with a largely recurring revenue base. Liquidity is also very good, including free cash flows of close to $6.4 billion (Moody's adjusted, Sept 2020 LTM) which provides significant financial flexibility. The credit profile is constrained by governance risk, including a financial policy that targets a net leverage ratio of 4.0-4.5x, and Moody's believes most free cash flow will continue to be used for share repurchases. Charter has high absolute debt levels (near $80.4 billion, Moody's adjusted at Q3 2020) and Moody's expects that maturity ladders will be managed conservatively. Charter is exposed to secular pressure in its voice and video services which are losing subscribers due to intense competition and changes in media consumption, driving penetration rates lower, despite recent growth over the last 2 quarters which is likely to be temporary. Though Charter has achieved break-even results in its mobile wireless business with rapid growth the mobile virtual network operator (MVNO) model will lead to steady-state economics that are less favorable than its existing cable model. The SGL-1 liquidity rating reflects very good liquidity with positive free cash flow, a fully undrawn $4.75 billion revolving credit facility, and covenant-lite obligations (only incurrence-based financial covenants). Moody's believes there is alternate liquidity available with only a partially secured capital structure and significant assets that can be easily divided and sold. Moody's rates the senior secured 1st lien credit facilities and senior secured 1st lien notes Ba1 (LGD3), one notch above the Ba2 CFR. Secured lenders benefit from junior capital provided by the senior unsecured bonds rated B1 (LGD5) which are contractually and structurally subordinated. The instrument ratings reflect a Ba2-PDR (Probability of Default Rating) given the mixed priority of claims including secured and unsecured debt, which Moody's expects will result in an average rate of recovery (of approximately 50%) in a distress scenario. The stable outlook reflects its expectation that debt, revenues, and EBITDA will rise to near $82.1 billion, $49.9 billion, and $18.6 billion, respectively by the end of 2021. Moody's projects EBITDA margins of 37%-38%, producing free cash flows near $6.5 billion. Key assumptions include capex to revenue averaging 15%-16%, and average borrowing costs of approximately 5%. Moody's expects video subscribers to fall by low to mid-single digit percent, and data subscribers to rise by mid-single digit percent, with better performance in 2020 as a result of the favorable effects on the business from the coronavirus. Moody's expects key credit metrics to remain stable or improve, with leverage projected to fall within its tolerances, to near 4.4x by the end of 2021, and free cash flow to debt to remain near 8% through 2021. Moody's expects liquidity to remain very good. All figures above are Moody's adjusted unless otherwise noted. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's would consider an upgrade if: -- Leverage (Moody's adjusted debt/EBITDA) is sustained below 4.0x, and -- Free cash flow-to-debt (Moody's adjusted) is sustained above 5% An upgrade would also be conditional on maintaining very good liquidity, a more conservative financial policy, limited event risk, and stable operating performance. Moody's would consider a downgrade if: -- Leverage (Moody's adjusted debt/EBITDA) is sustained above 4.5x, or -- Free cash flow-to-debt (Moody's adjusted) is sustained below low single digit percent Moody's would also consider a negative rating action if liquidity deteriorated, financial policy implied higher credit risk, scale or diversity was lower, or there were unfavorable and sustained trends in operating performance or the business model. The principal methodology used in these ratings was Pay TV published in December 2018. Charter Communications, Inc., headquartered in Stamford, Connecticut, provides video, data, phone, and wireless services to 57.4 million primary service units (PSU's), including both residential and commercial (and 2.1 million mobile lines). Across its footprint, which spans 41 states, Charter serves 30.9 million residential and commercial customers under the Spectrum brand, making it the second-largest U.S. cable operator. Revenue for the last twelve months ended 30 September 2020 was approximately $47.2 billion. CHESAPEAKE ENERGY: Committee Taps BBG as Real Estate Appraiser -------------------------------------------------------------- The official committee of unsecured creditors appointed in the chapter 11 cases of Chesapeake Energy Corporation and its debtor affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ BBG, Inc. as real estate appraiser/valuation expert. BBG will render these real estate appraisal and valuation services: (a) Inspection. BBG will conduct an inspection of the Chesapeake Campus. (b) Analysis. BBG will apply the approaches to value considered appropriate to produce a credible estimate of market value. (c) Reporting. The appraisal will be prepared in accordance with the Uniform Standards of Professional Appraisal Practice (USPAP) and Code of Professional Ethics and the Standards of Appraisal Practice of the Appraisal Institute. (d) Testimony. If necessary and requested by the committee, BBG will provide deposition and/or trial/hearing testimony: (a) in any litigation or contested matter regarding the value of the Chesapeake Campus and/or (b) where expert testimony regarding the value of the Chesapeake Campus may otherwise be requested by the committee. BBG's current range of standard hourly rates are as follows: Senior Managing Director $500 Managing Director $425 Director $350 Senior Appraiser $250 Appraiser $200 Research $150 Administrative $75 In addition, the firm will seek reimbursement for expenses incurred in connection with this engagement. Louis A. Yorey, a senior managing director and practice leader of Advisory Services for BBG, Inc., disclosed in court filings that the firm is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code. The firm can be reached through: Louis A. Yorey BBG, INC. 205 Main Street Chatham, NJ 07928 Telephone: (973) 515-4700 E-mail: lyorey@bbgres.com About Chesapeake Energy Corp. Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. Chesapeake Energy reported a net loss of $308 million for the year ended Dec. 31, 2019. As of Dec. 31, 2019, the company had $16.19 billion in total assets, $2.39 billion in total current liabilities, $9.40 billion in total long-term liabilities, and $4.40 billion in total equity. Chesapeake Energy and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33233) on June 28, 2020, after reaching terms of a Chapter 11 plan of reorganization to eliminate approximately $7 billion of debt. The Debtors tapped Kirkland & Ellis LLP as legal counsel, Jackson Walker LLP as co-counsel and conflicts counsel, Alvarez & Marsal as restructuring advisor, Rothschild & Co and Intrepid Financial Partners as financial advisors, and Reevemark as communications advisor. Epiq Global is the claims agent, maintaining the page http://www.chk.com/restructuring-information Wachtell, Lipton, Rosen & Katz serves as legal counsel to Chesapeake Energy's Board of Directors. MUFG Union Bank, N.A., the DIP facility agent and exit facilities agent, has tapped Sidley Austin LLP as legal counsel, RPA Advisors LLC as financial advisor, and Houlihan Lokey Capital Inc. as investment banker. Davis Polk & Wardell LLP and Vinson & Elkins L.L.P. serve as legal counsel to an ad hoc group of first lien last out term loan lenders while Perella Weinberg Partners and Tudor, Pickering, Holt & Co. serve as the group's investment bankers. Franklin Advisers, Inc., has tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel, FTI Consulting, Inc. as financial advisor, and Moelis & Company LLC as investment banker. On July 9, 2020, the Office of the U.S. Trustee appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. The unsecured creditors' committee has tapped Brown Rudnick, LLP and Norton Rose Fulbright US, LLP as its legal counsel, and AlixPartners, LLP as its financial advisor. On July 24, 2020, the bankruptcy watchdog appointed a committee of royalty owners. The royalty owners' committee is represented by Forshey & Prostok, LLP. CHILLER SERVICES: Court Approves Disclosure Statement ----------------------------------------------------- Judge Sandra R. Klein has entered an order that the Disclosure Statement of Chiller Services Rigging & Demo, Inc. is approved. The hearing to confirm the Plan is set for December 9, 2020, at 9:00 a.m. The form of ballots for voting on the Plan is approved. November 11, 2020 was fixed as the deadline to file an objection to confirmation of the Plan and/or opposition to the Motion to Confirm the Plan. Nov. 18, 2020 was as the last day by which Debtor may submit a reply to any objection to confirmation of the Plan and/or opposition to the Motion to Confirm the Plan. Attorneys for the Debtor: DAVID R. HABERBUSH, ESQ. VANESSA M. HABERBUSH, ESQ. LANE K. BOGARD, ESQ. HABERBUSH, LLP 444 West Ocean Boulevard, Suite 1400 Long Beach, CA 90802 Telephone: (562) 435-3456 Facsimile: (562) 435-6335 E-mail: lbogard@lbinsolvency.com About Chiller Services Chiller Services Rigging & Demo, Inc., a privately held company in Santa Fe Springs, Calif., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-22677) on Oct. 28, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. The case is assigned to Judge Sandra R. Klein. The Debtor is represented by Lane K. Bogard, Esq., at Haberbush & Associates, LLP. CLEARPOINT CHEMICALS: Hires Three Rivers as Financial Advisor ------------------------------------------------------------- Clearpoint Chemicals, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Alabama to employ Three Rivers Capital, LLC as financial advisor. Three Rivers Capital will render these professional services: (a) provide professional analysis and expert advice and opinions on the reasonableness and appropriateness of the Debtor's business plan, budget forecasting, and debtor-in-possession (DIP) financing terms in connection with the DIP Financing Motion; (b) develop a pro forma budget; (c) review and assist in developing a liquidation analysis; (d) provide expert testimony related to those subjects, as necessary. Three Rivers Capital's principal, Paul T. Gariepy, Jr., will be paid at his hourly rate of $400. His hourly rate for depositions and trial work is $675 with a daily guaranteed four hour minimum. Meanwhile, the hourly billing rates of administrative, technical, and other professional staff of Three Rivers range from $125 to $450. Mr. Gariepy disclosed in court filings that the firm is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul T. Gariepy, Jr. THREE RIVERS CAPITAL, LLC 437 Grant Street, Suite 500 Pittsburgh, PA 15219 Telephone: (412) 765-2491 E-mail: ptgcpa@3riverscapital.net About Clearpoint Chemicals Clearpoint Chemicals, LLC operates in the specialty chemical services industry. It develops customer-specific chemical solutions, provides in-house last mile logistics, and delivers on-site application and management, and continued communication and project assessment services. Clearpoint Chemicals sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 20-12274) on Sept. 29, 2020. At the time of the filing, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. Judge Jerry C. Oldshue oversees the case. The Debtor tapped Silver, Volt & Garrett serves as legal counsel and Three Rivers Capital, LLC as financial advisor. CNX RESOURCES: Fitch Assigns BB Rating on Unsecured Notes --------------------------------------------------------- Fitch Ratings has assigned a 'BB'/'RR4' rating to CNX Resources Corporation's eight-year senior unsecured notes. Proceeds are intended to repay borrowings under the revolving credit facility (RCF) and general corporate purposes. The Long-Term Issuer Default Rating (IDR) is 'BB' and the Outlook is Positive. The rating reflects CNX's status as a top 10 U.S. producer of natural gas, and the company's strong cash netbacks, adequate liquidity position and extensive hedging program. Fitch expects CNX will be FCF positive over the forecast due to its low operating cost structure, reduced capital requirements to modestly grow production and robust hedging program that locks in future prices. Fitch expects FCF will be used to reduce debt, and leverage will decline to the 2.0x-2.5x range over the forecast. Rating concerns include the risk of operating solely in the Appalachian Basin, which had past issues with takeaway constraints and large and volatile differentials. In addition, any changes in financial policy that diverts FCF from debt reduction could result in negative rating action. The Positive Outlook reflects Fitch's expectation CNX will generate material FCF over the next several years, and the proceeds will be used to reduce debt. The company's robust hedging program combined with its modest production targets and low operating and capital costs allow for greater visibility on future results. A change in financial policy that diverts FCF to other uses could result in a negative rating action. Fitch would look to resolve the Outlook in the next 12-18 months. KEY RATING DRIVERS Unsecured Notes Offering: CNX plans to issue $400 million of eight-year senior unsecured notes with proceeds intended to reduce borrowings on the revolver and for general corporate purposes. The company has approximately $675 million of borrowings under its credit facility as of Nov. 20, 2020. The borrowing base under the revolver is currently $1.9 billion, although it will likely be reduced to $1.8 billion under the terms of the revolver. Fitch believes the proposed transaction is slightly positive. There is no reduction in debt, but this is partially offset by the increase in liquidity and the extension of maturities. The next significant maturity is the credit facility in 2024, and the next bond maturity is in 2026. Low-Cost Operator: CNX is one of the lowest-cost operators in the Appalachian Basin, driven by relatively lower firm transportation charges, midstream ownership and investment in water infrastructure. Fitch believes low-cost structures are critical for companies exposed to volatile commodity prices. Transportation, gathering and compression costs are well-below most competitors, as CNX kept production growth goals modest, which allowed the company not to compete for excess capacity. As production increases, costs are likely to decrease per unit due to the increase in scale. In addition, netbacks should show improvement, as interest costs decline from expected debt reduction. Growing FCF: Fitch expects CNX to generate material FCF under its Henry Hub natural gas price deck of $2.45/barrel (bbl) in 2021 and over the forecast, which is below current strip prices. FCF is driven by the company's low operating cost structure, significantly reduced finding and development costs, strong hedging program that locks in future revenues and modest production growth. In particular, CNX's strong hedging program increases certainty in projected cash flow despite the volatility of natural gas prices. Fitch anticipates FCF will be used to reduce debt over the forecast. Robust Hedging Program: CNX has one of the strongest hedging positions in the industry, with approximately 89% of expected 2021 gas production hedged at an average of $2.92 per thousand cubic feet (mcf) and 73% of expected 2022 gas production hedged at an average of $2.83/mcf. CNX hedges a majority of production against basis risk. The company maintains a material portion of hedges through 2024. Fitch believes CNX has a thoughtful hedging program that locks in expected returns and reduces volatility in cash flows, while extensive basis hedging protects from potential disruptions in the Appalachian Basin. CNX's hedge program combined with a low-cost structure allows for capital allocation flexibility for its future development program. Conservative Financial Policy: CNX has a long-term target of sustained net leverage for a standalone exploration and production company of less than 2.5x. The company's active hedging program, lack of "out-of-money" firm transportation commitments, and midstream operations all combine to de-risk the balance sheet. Fitch expects CNX to generate positive FCF in 2020 and throughout the forecast. The maturity schedule is relatively balanced, with the RCF due in 2024 and the next material bond issue due in 2025. Fitch expects leverage to decline to the 2.0x-2.5x range over the forecast. Single Basin Risk: CNX's operations are primarily in Appalachia, which exposes the company to significant basis risk due to takeaway constraints, although differentials have improved as new pipeline capacity was installed. CNX resisted signing into long-term takeaway contracts to avoid entering into firm transportation commitments that could have resulted in expensive long-term obligations. Instead, the company used hedges to mitigate pricing risk. CNX was able to move production without entering into contracts that would make it inflexible to adjust production during periods of low natural gas prices as it had to meet takeaway commitments. This strategy could be risky if Appalachia takeaway capacity ever becomes constrained. DERIVATION SUMMARY CNX 2Q20 production profile of 1.3 billion cubic feet equivalent per day (Bcfe/d) is below its Appalachian peers, including Southwestern Energy Company (SWN; BB/Negative) at 2.4Bcfe, pro forma for the Montage acquisition; Range Resources Corporation (not rated) at 2.2Bcfe/d; and EQT Corporation (BB/Positive) at 4.0Bcfe/d. Consolidated leverage of 2.6x is slightly better than 'BB' category-rated peers, such as SWN at 3.0x, pro forma for acquisition, and EQT (3.0x). Fitch-calculated unhedged cash netback margin as of 2019 of 38% is in line with EQT (40%) but higher than SWN and Antero Resources Corporation (B/Negative) at 30% and 18%, respectively. CNX hedges approximately 87% of expected 2021 production. Other Appalachian producers are significantly lower, such as SWN at roughly 66% and EQT at 72%. Fitch believes a strong hedge program is important given the volatility of natural gas prices. KEY ASSUMPTIONS Fitch's Key Assumptions Within its Rating Case for the Issuer Include -- Base case Henry Hub natural gas price of $1.85/bbl in 2020 and $2.45/bbl throughout the forecast; -- Base case West Texas Intermediate oil prices of $38/bbl in 2020, $42/bbl in 2021, $47/bbl in 2022 and $50/bbl in 2023; -- Mid-single-digit production growth throughout the forecast; -- Capex of $505 million in 2020 and $440 million in 2021; -- No incremental share repurchases, acquisitions or divestitures. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade -- Demonstrated ability to generate positive FCF and allocate proceeds to gross debt reduction and liquidity enhancement; -- Mid-cycle debt/EBITDA approaching 2.0x, or FFO-adjusted leverage below 2.75x on a sustained basis; -- Demonstrated commitment to the stated financial policy, including the hedging program. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade -- Mid-cycle debt/EBITDA above 3.0x, or FFO-adjusted leverage below 3.75x on a sustained basis; -- Inability to generate FCF over the cycle or material allocation of FCF proceeds to share repurchases; -- Weakening of unit cost profile or capital returns. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity Position: CNX has $150 million of consolidated cash on hand and $1.3 billion of borrowing capacity on its revolver as of Sept. 30, 2020. The revolving commitments were $2.1 billion and a borrowing base of $1.9 billion, with $410 million of borrowings outstanding and $185 million of LOC outstanding. The credit facility matures in April 2024. There is a maximum net leverage ratio of no greater than 4.0/1.0, which is based on net debt. CNX must also maintain a minimum current ratio of no less than 1.0/1.0. CNXM has its own RCF not guaranteed by CNX. The facility has $600 million in commitments and had $343 million of borrowings outstanding, leaving availability at $288 million, as of Sept. 30, 2020. Fitch considers CNX's maturity schedule manageable with the next major maturity being the credit facility in 2024 and the next bond in 2026. Given the company's ability to generate FCF, which Fitch believes has a high degree of certainty given the company's hedge program and low-cost structure, near-term liquidity should be sufficient. SUMMARY OF FINANCIAL ADJUSTMENTS No material adjustments. SOURCES OF INFORMATION The principal sources of information used in the analysis are described in the Applicable Criteria. 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 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. COMMUNITY PROVIDER: Patient Care Ombudsman Files 2nd Report ----------------------------------------------------------- Dr. Timothy J. Stacy, DNP, ACNP-BC, the Patient Care Ombudsman appointed under Section 333 of the Bankruptcy Code for Community Provider of Enrichment Services, Inc. (CPES), et al., submits his second report with the U.S. Bankruptcy Court in the Central District of California regarding the quality of patient care provider to the Debtors' patients. The PCO is concerned with the transition process of the patients in the Arizona facility during this reporting period. Notwithstanding the efforts by the Debtors and the Arizona Department of Economic Security Division of Developmental DisabilitieAZDES/DDD, who provides for the basic needs, health, safety, and activities of daily living of the patients, several of them were relocated for the reason that landlords withdrew from the AZDES/DDD program, vendors are unwilling to assume substandard homes, and the discovery, by CPES and AZDES/DDD, that a few vendors were financially unable to acquire homes related to unusual pecuniary lease requirements. The PCO further stated that the Debtors and AZDES/DDD are closely monitoring the patients affected by the bankruptcy. Both parties are actively engaging the guardians and members in the attempt to minimize any untoward outcomes. A copy of the Second Report is available at https://bit.ly/39oDLiy from PacerMonoitor. About Community Provider of Enrichment Services Community Provider of Enrichment Services, Inc., which conducts business under the name CPES, is a community human services and healthcare organization based in Tucson, Ariz. It offers a full range of community-based behavioral health services, substance abuse treatment, foster care, and intellectual and developmental disability supports with locations throughout Arizona and California. For more information, visit https://www.cpes.com/ CPES and its affiliate, Novelles Developmental Services, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 20-10554) on April 24, 2020. On Aug. 11, 2020, another affiliate, CPES California, Inc., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-15456). At the time of the filing, CPES reported $1 million to $10 million in both assets and liabilities while Novelles Developmental Services disclosed assets of $100,000 to $500,000 and liabilities of the same range. CPES California disclosed assets of $1 million to $10 million and liabilities of $100,001 to $500,000. Judge Deborah J. Saltzman oversees the cases. Debtors tapped Faegre Drinker Biddle & Reath LLP as their legal counsel and CohnReznick Capital Market Securities, LLC as their investment banker. Timothy J. Stacy is the patient care ombudsman appointed in the Debtors' Chapter 11 cases. He is represented by Resnik Hayes Moradi, LLP. CONFERENCE SERVICES: Pandemic Delays Plan; Dismissal Looms ---------------------------------------------------------- According to minutes of the Nov. 18, 2020 hearing, Conference Services International's attorney, Harold E. Campbell, told the Bankruptcy Court that while the Debtor filed a Plan and a Disclosure Statement in October, the Debtor will only seek a hearing on the Disclosure Statement in January 2020. At the hearing, Mr. Campbell discussed the impact the pandemic has had on the case. He asked the Court to set a disclosure hearing in early January 2021. U.S. Trustee Edward K. Bernatavicius told the judge the Debtor has been unable to file monthly operating reports, and there are outstanding UST fees due. He also aired his concerns with the disclosure statement and plan. Kenneth Porter, managing member of the Debtor, explained why reports were not filed. Mr. Porter will make a commitment as best as he can to pay the balance before the end of the year. The U.S. Trustee also said that there is a chance he will file a motion to dismiss or convert the case. Jill Perrella, attorney for First Home Bank, said that her client will be proceeding with stay relief in the near future. The Court finds that there is sufficient information on the record to issue its own order to show cause and set a hearing as to show why the case should not be dismissed or converted based upon the significant failure to comply with the requirements of the Bankruptcy Code. A continued status conference hearing and order to show cause hearing is slated for Jan. 12, 2021, at 2:00 p.m. Attorney for Debtor: Harold E. Campbell HAROLD E. CAMPBELL P.C. 910 W. McDowell Phoenix, Arizona 85007 Tel: (480) 839-4828 Fax: (480) 897-1461 E-mail: heciii@haroldcampbell.com About Conference Services International Conference Services International, LLC -- http://www.meetcsi.com/ -- is a national trade show and exposition services contractor. It has 30 years experience in the trade show, exposition, convention, conference and freight industry. Conference Services conducts business under the names Conference Services International ETC, LLC and CSI ETC. Conference Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-07122) on June 9, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. The case is assigned to Judge Madeleine C. Wanslee. Harold E. Campbell, Esq., at Campbell & Coombs, P.C., is the Debtor's bankruptcy counsel. CONFERENCE SERVICES: Unsecured Will Recover 47.6% Under Plan ------------------------------------------------------------ Conference Services International LLC submitted a Plan and a Disclosure Statement in October 2020. Debtor's general manager, Jimmy Scruggs has committed to contributing $500,000 of new capital to Debtor by the third quarter of 2021. He will be given a 20% ownership interest in Debtor. This contribution is not a loan. These new value contributions will be used to pay all approved administrative expenses and well as operating as seed money for Debtor's re-opening. Thus, the absolute priority rule is satisfied. Class 2 First Home Bank is impaired. Per its proof of claim, this is a debt for a Note of $310,757. The Debtor will continue to make the contractual monthly payments due on the Note or a new monthly payment based on current SBA policies of refinancing loans. Debtor will resume these payments not later than the effective date. Class 3 FC Marketplace is impaired. Per its proof of claim, this is a debt for a Note of $303,948.18. Debtor will continue to make the contractual monthly payments due on the Note. Debtor will resume these payments not later than the effective date. Any arrearages will be added to the end of the Note as a lump sum payment. Class 4 Newtek Small Business Finance LLC is impaired. Per its proof of claim, this is a debt for a Note of $2,485,092.97. Debtor will continue to make the contractual monthly payments due on the Note or a new monthly payment based on current SBA policies of refinancing loans. The Debtor will resume these payments not later than the effective date. Class 5 Complete Business Solutions Group Inc. is impaired. The Debtor disputes this debt. Per its proof of claim, CBSG states the claim is for a Note of $1,359,314. Due to the valid secured claims of Classes 2, 3, and 4, Debtor believes that this claim may be only partially secured. The Debtor had reached a tentative stipulation with CBSG regarding its treatment in the plan, when CBSG was suddenly placed into receivership by the Securities Exchange Commission. The Class 9: Amur Equipment Finance Inc. is impaired. The proof of claim is for a secured claim of $23, 050 and an unsecured claim of $8799. The Debtor will continue to make the contractual monthly payments due on the Note. Once the secured portion of the claim is paid, the buyout provisions of the contract will go into effect. The unsecured portion of the claim will be paid as a Class 13 unsecured claim. Class 10: Navitas Credit Corp. is impaired. The proof of claim is for a secured claim of $21,200 and an unsecured claim of $9,600. The Debtor will continue to make the contractual monthly payments due on the Note for the amount of the secured debt until the secured claim is paid in full. Class 11: Cashmere Valley Bank is impaired. The proof of claim is for a secured claim of $79,078. The Debtor will continue to make the contractual monthly payments due on the Note for the amount of the secured debt. Debtor will resume these payments not later than the effective date. Class 12: UTP Productions Inc. is impaired. This proof of claim is for $136,240 and claims priority status. This claim will be paid as a Class 13 unsecured claim unless the Court orders otherwise. Class 13: General unsecured claims are impaired. These claims total $2,378,234. This class will receive semi-annual payments pro rata totaling not less than $113,400, beginning 180 days after the effective date and continuing thereon for 5 years. This will be total payments to this class of not less than $1,134,000 for a return of not less than 47.6%. Class 14: Equity holders of Debtor are impaired. This class consists of Kenneth and Marilyn Porter, Debtor's 100% members and their claims for capital contributions and any loans claimed to Debtor. This class will receive nothing under the Plan and any claims will be discharged. The Debtor's Plan will be funded by operating revenues. A full-text copy of the Disclosure Statement dated October 12, 2020, is available at https://tinyurl.com/y492nc2k from PacerMonitor.com at no charge. Attorney for the Debtor: Harold E. Campbell LAW OFFICES OF HAROLD E. CAMPBELL P.C. 910 W McDowell Road Phoenix, AZ 85007 Phone - (480) 839-4828 Fax - (480) 897-1461 e-mail: heciii@haroldcampbell.com About Conference Services International Conference Services International, LLC -- http://www.meetcsi.com/ -- is a national trade show and exposition services contractor. It has 30 years experience in the trade show, exposition, convention, conference and freight industry. Conference Services conducts business under the names Conference Services International ETC, LLC and CSI ETC. Conference Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-07122) on June 9, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. The case is assigned to Judge Madeleine C. Wanslee. Harold E. Campbell, Esq., at Campbell & Coombs, P.C., is the Debtor's bankruptcy counsel. COSMOS HOLDINGS: Appoints New COO and CFO ----------------------------------------- The Board of Directors of Cosmos Holdings, Inc., elected Pavlos Ignatiades, as chief operating officer, and Georgios Terzis, as chief financial officer. Pavlos Ignatiades, age 58, has been in charge of the daily activities of all subsidiaries and overviews all strategic tasks of the organization of the Company since its inception in 2015. Prior thereto, from 2014 to 2015 he was employed by the Company's subsidiary SkyPharm S.A. Mr. Ignatiades had been a senior portfolio manager and the CEO of Investment Analysis S.A for over 10 years operating on the Athens Stock Exchange. He worked as an independent financial analyst for listed companies in Greece and abroad while he was in charge of foreign funds (American and Asian) targeted at Greek innovative companies. Mr. Ignatiades received a degree in economics from the University of Thessaloniki, a B.A. in Finance from Clarion University of Pennsylvania and an MBA from Clarion University of Pennsylvania. Mr. Ignatiades is employed by the Company's subsidiary, SkyPharm S.A., and is currently compensated at the rate of EU3000 per month. It is expected that he will enter into an employment agreement with the Company in the near future. George Terzis, age 39, has been employed by the Company since January 2017. Mr. Terzis oversees all of the Company's financial functions including accounting, audit, treasury and corporate finance planning and budgeting. Prior to joining the Company, George served as an executive consultant to several multinational advisory firms where, he achieved commitments of more than EU50mil funding, financing and state incentives to numerous investments in RES, logistics, healthcare and manufacturing industries. George holds an MBA from Alba Graduate Business School and a Bachelor's Degree in Financial Management from University of Attica and he is certified as an independent valuator of corporations and private investments by the European Commission. Mr. Terzis is employed by Cosmos under an Employment Agreement entered into as of Jan. 1, 2019. Mr. Terzis was then appointed International Finance Manager of the Company until he ceases to be an employee unless earlier terminated by either party on 15 days prior notice. Mr. Terzis receives a monthly fee of $1500. Under his prior employment agreement he received an aggregate of 50,000 stock options, exercisable for four years at $1.00 per share. The employment agreement provides non-compete, non-solicitation and non-interference provisions during the term of the agreement and for one year after its termination. About Cosmos Holdings Cosmos Holdings Inc. is a multinational pharmaceutical wholesaler. The Company imports, exports and distributes pharmaceutical products of brand-name and generic pharmaceuticals, over-the-counter (OTC) medicines, and a variety of dietary and vitamin supplements. Currently, the Company distributes products mainly in the EU countries via its two wholly owned subsidiaries SkyPharm SA and Decahedron Ltd. Cosmos Holdings reported a net loss of $3,298,965 for the year ended Dec. 31, 2019, compared to a net loss of $9,060,658 on $37,083,882 of revenue for the year ended in 2018. As of Sept. 30, 2020, the Company had $38.57 million in total assets, $43.34 million in total liabilities, and a total stockholders' deficit of $4.77 million. The audit report of Armanino LLP dated April 14, 2020, states that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. COSMOS HOLDINGS: Posts $758K Net Income in Third Quarter -------------------------------------------------------- Cosmos Holdings Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $757,866 on $14.35 million of revenue for the three months ended Sept. 30, 2020, compared to a net loss of $1.63 million on $9.68 million of revenue for the three months ended Sept. 30, 2019. For the nine months ended Sept. 30, 2020, the Company reported net income of $1.65 million on $39.10 million of revenue compared to a net loss of $3.39 million on $27.88 million of revenue for the nine months ended Sept. 30, 2019. As of Sept. 30, 2020, the Company had $38.57 million in total assets, $43.34 million in total liabilities, and a total stockholders' deficit of $4.77 million. At Sept. 30, 2020, the Company had a working capital deficit of $5,332,248 compared to $7,062,520 as of Dec. 31, 2019. The Company had cash of $1,081,631 versus $38,537 as of Sept. 30, 2020 and December 2019, respectively. The Company had net cash used in operating activities of $10,342,115 and $3,572,812 for the nine months ended Sept. 30, 2020 and 2019, respectively. The Company has devoted substantially all of its cash resources to expand through organic business growth and, where appropriate, through the execution of selective company and license acquisitions, and has incurred significant general and administrative expenses in order to enable the financing and growth of its business and operations. The Company had net cash used in investing activities of $113,845 and $616,716 during the nine months ended Sept. 30, 2020 and 2019, respectively. For the nine months ended Sept. 30, 2020 this was due to the purchase of fixed assets. For the nine months ended Sept. 30, 2020, this was due to proceeds from the sale of investments offset by the purchase of fixed assets. The Company had net cash provided by financing activities of $10,984,011 versus $3,465,905 during the nine months ended Sept. 30, 2020 and 2019, respectively. For the quarter ended Sept. 30, 2020, the Company borrowed total net proceeds of $5,000,000 and $3,000,000 from two unaffiliated third-party lenders. The notes bear interest at a rate of 18% per annum, paid quarterly in arrears. In addition, there were proceeds from lines of credit of $14,588,466 and payments of lines of credit of $13,270,971, for a net increase of the line of credit of $1,317,495. "These excellent results were planned by our management team with a focus on driving organic growth at attractive margins in our business," said Greg Siokas, CEO of Cosmos Holdings, Inc. "All of our businesses are contributing to our rapid growth and expansion. We have created, developed and marketed a proprietary line of nutraceuticals, and this line of products will increase to 71 total by year-end. We have also significantly increased our distribution and sale of generic pharmaceuticals throughout Europe, with an increase in the number of distribution rights we hold to 47." "With the world fighting Covid-19 we were able to obtain exclusive distribution rights for delivery of the Copper Mask Type IIR for destruction of bacteria and viruses," Siokas concluded. "We are also increasing our R&D efforts to innovate and create new products for the ongoing battle against Covid-19. This has been a great year for us, and we expect to announce similar positive year-end results." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1474167/000147793220006612/cosm_10q.htm About Cosmos Holdings Cosmos Holdings Inc. is a multinational pharmaceutical wholesaler. The Company imports, exports and distributes pharmaceutical products of brand-name and generic pharmaceuticals, over-the-counter (OTC) medicines, and a variety of dietary and vitamin supplements. Currently, the Company distributes products mainly in the EU countries via its two wholly owned subsidiaries SkyPharm SA and Decahedron Ltd. Cosmos Holdings reported a net loss of $3,298,965 for the year ended Dec. 31, 2019, compared to a net loss of $9,060,658 on $37,083,882 of revenue for the year ended in 2018. As of June 30, 2020, Cosmos Holdings had $33.85 million in total assets, $39.38 million in total liabilities, and a total stockholders' deficit of $5.53 million. The audit report of Armanino LLP dated April 14, 2020, states that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. COTO INVESTMENTS: Seeks to Tap Goe, Forsythe & Hodges as Counsel ---------------------------------------------------------------- Coto Investments, Inc., d/b/a O'Cairns Inn and Suites, seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Goe, Forsythe & Hodges LLP as general bankruptcy counsel. The firm will render these legal services to the Debtor: (a) advise and assist Debtor with respect to compliance with the requirements of the United States Trustee; (b) advise Debtor regarding matters of bankruptcy law; (c) represent Debtor in any proceedings or hearings in the Bankruptcy Court and in any action in any other court where Debtor's rights under the Bankruptcy Code may be litigated or affected; (d) conduct examinations of witnesses, claimants, or adverse parties and to prepare and assist in the preparation of reports, accounts, and pleadings related to this Chapter 11 case; (e) advise Debtor concerning the requirements of the Bankruptcy Court and applicable rules as the same affect Debtor in this proceeding; (f) assist Debtor in negotiation, formulation, confirmation, and implementation of a Chapter 11 plan of reorganization; (g) make any bankruptcy court appearances on behalf of Debtor; and (h) take such other action and perform such other services as Debtor may require of the firm in connection with this Chapter 11 case. The firm received a total pre-petition retainer of $90,000.00 from the Debtor of which $56,024.90 remained as of the petition date in Attorney's Trust Account. Prior to the bankruptcy filing, the firm incurred fees and costs of $33,975.10 for a variety of matters. The current hourly rates of the firm's professionals are as follows: Robert P. Goe, Partner $495.00 Marc C. Forsythe, Partner $495.00 Ronald S. Hodges, Partner $495.00 John Kim, Associate $445.00 Rafael R. Garcia-Salgado, Associate $405.00 Ryan S. Riddles, Associate $325.00 Jeffrey M. Yostanto, Associate $295.00 Charity J. Miller, Of Counsel $355.00 Elizabeth A. LaRocque, Of Counsel $375.00 Britney Bailey, Paralegal $185.00 Arthur Johnston, Paralegal $195.00 Kerry A. Murphy, Paralegal $195.00 Lauren Gillen, Paralegal $150.00 Robert P. Goe, a partner in the law firm of Goe Forsythe & Hodges LLP, disclosed in court filings that the firm is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert P. Goe, Esq. Charity J. Manee, Esq. GOE FORSYTHE & HODGES LLP 18101 Von Karman Avenue, Suite 1200 Irvine, CA 92612 Telephone: (949) 798-2460 Facsimile: (949) 955-9437 E-mail: rgoe@goeforlaw.com cmanee@goeforlaw.com About Coto Investments Coto Investments, Inc., d/b/a O'Cairns Inn and Suites, is a privately held company in the traveler accommodation industry. It owns and operates O'Cairns Inn & Suites, a family style boutique hotel with hospitality and resort-like amenities. Coto Investments, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20- 11239) on Oct. 13, 2020. The petition was signed by Tory O'Cairns, chief executive officer. At the time of the filing, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Deborah J. Saltzman oversees the case. The Debtor tapped Goe Forsythe & Hodges LLP as its counsel and Armory Consulting Co. as financial advisor. CRAZY CAT: Seeks Approval to Hire Phillips & Baca as Accountant --------------------------------------------------------------- Crazy Cat Cyclery, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Arlene Phillips, CPA and the firm of Phillips & Baca, PC as its accountant. Phillips & Baca will render these services to the Debtor: (a) aid the Debtor in preparing a monthly budget, and adjusting that budget as circumstances change; (b) prepare the Debtor's monthly periodic reports as required by Section 1107 of Title 11, U.S.C.; (c) perform all of the accounting services for Debtor, as debtor-in-possession, which may be necessary herein; (d) prepare payment schedules and budgets for inclusion in the Debtor's proposed plan of reorganization; and (e) prepare appropriate federal income and Texas franchise tax returns. Ms. Phillips and the firm received no retainer in this case. The hourly rates of Ms. Phillips and her staff are below: Arlene Phillips $200 Staff $75 Arlene Phillips, a certified public accountant in the firm of Phillips & Baca, PC, disclosed in court filings that the firm and its professionals are "disinterested persons" as that term is defined in section 101(14) of the Bankruptcy Code and they do not hold or represent any interest adverse to the Debtor's estate. The firm can be reached through: Arlene Phillips, Esq. PHILLIPS & BACA, PC 1100 Montana Avenue, Suite 205 El Paso, TX 79902 Telephone: (915) 845-2188 E-mail: arlene@phillipsandbaca.com About Crazy Cat Cyclery Based in El Paso, Texas, Crazy Cat Cyclery, LLC filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 19-31773) on Oct. 25, 2019. At the time of the filing, the Debtor had estimated assets of between $100,001 and $500,000 and liabilities of between $500,001 and $1 million. Judge H. Christopher Mott oversees the case. The Debtor tapped James & Haugland, P.C. as its legal counsel and Phillips & Baca, P.C. as its accountant. DIOCESE OF CAMDEN: Sherman Silverstein Represents Parish Group -------------------------------------------------------------- In the Chapter 11 cases of The Diocese of Camden, New Jersey, the law firm of Sherman Silverstein Kohl Rose & Podolsky, P.A. submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing sixty-two parishes, one mission and five schools. As of Nov. 24, 2020, the Client members and their disclosable economic interests are: Archbishop Damiano School 145 Delsea Drive West Grove, NJ 08093 * Contingent, unliquidated creditor Camden Catholic High School Cuthbert Blvd and Route 38 Cherry Hill, NJ 08002 * Contingent, unliquidated creditor Cathedral of the Immaculate Conception 642 Market Street Camden, NJ 08102 * Contingent, unliquidated creditor Catholic Community of Christ Our Light 402 Kings Highway North Cherry Hill, NJ 08034 Christ the Good Shepherd Parish 1655 Magnolia Road Vineland, NJ 08361 * Contingent, unliquidated creditor Church of Christ the King 300 Windsor Ave Haddonfield, NJ 08033 * Contingent, unliquidated creditor Christ the Redeemer Parish 318 Carl Hasselhan Drive Atco, NJ 08004 * Contingent, unliquidated creditor Divine Mercy Parish 23 West Chestnut Ave Vineland, NJ 08360 * Contingent, unliquidated creditor Holy Angels Parish 64 Cooper Street Woodbury, NJ 08096 * Contingent, unliquidated creditor Holy Child Parish 13 East Evesham Road Runnemede, NJ 08078 * Contingent, unliquidated creditor The Parish of the Holy Cross 46 Central Avenue Bridgeton, NJ 08302 * Contingent, unliquidated creditor Holy Eucharist Parish 344 Kresson Road Cherry Hill, NJ 08034 * Contingent, unliquidated creditor SSK holds no claims against nor does it have any interest in the Debtor, and it has not represented a committee or indenture trustee in this case. The Clients are not affiliates or insiders of one another, except to the extent, as stated in the DECLARATION OF REVEREND ROBERT E. HUGHES REGARDING STRUCTURE AND RE: FILING HISTORY OF THE DIOCESE OF CAMDEN, NEW JERSEY, AND IN SUPPORT OF THE CHAPTER 11 PETITION AND FIRST DAY PLEADINGS [Docket #3]: "Pursuant to N.J.S.A. 16:15-1 and 15-3, each of the Parish Corporations is governed by a Board of Trustees comprised of the Bishop, the Vicar General of the Diocese, the Pastor of the Parish and two lay members of the Parish." Five schools are included in the Clients that SSK is representing. The schools are not affiliates or insiders of one another, except, to the extent state in ¶65 of the Declaration that states: "There are five high schools affiliated with the Diocese. Three of these high schools are Title 15A nonprofit corporations: (i) Camden Catholic High School located in Cherry Hill, New Jersey; (ii) Holy Spirit High School located in Absecon, New Jersey; and (iii) Paul VI High School located in Haddon Township, New Jersey. The Bishop of the Diocese is the member of the corporation and he appoints the trustees and certain corporate officers and has certain reserved powers." SSK provides legal services to the Clients with respect to matters related to these bankruptcy cases. The Clients are aware of and have consented to SSK's representation in this case. The full amount of each of the Client's claims is undetermined currently. All the information contained herein is intended solely to comply with Bankruptcy Rule 2019 and is not intended to be used for any other purpose. SSK and each of the Clients reserve all their rights, including the right to supplement or amend this statement or the information contained herein pursuant to Bankruptcy Rule 2019. The filing of this Verified Statement is without prejudice to any and all rights of Clients and without waiving any such rights including without limitation: Clients' rights to have final orders in non-core matters entered only after de novo review by a District Court Judge; Clients' rights to trial by jury in any proceeding and any trial on their claims; Clients' rights to have the reference withdrawn by the District Court in any matter subject to mandatory or discretionary withdrawal or abstention to the extent not previously directed; Clients' rights in not submitting themselves to the jurisdiction of the Bankruptcy Court; and/or any other rights, claims, actions, defenses, reclamations, setoffs, or recoupments to which Clients are or may be entitled under any agreement, in law or in equity, all of which rights, claims, actions, defenses, reclamations, setoffs, and recoupments the Clients expressly reserve and maintain. Counsel for certain Parishes, a Mission, and certain schools can be reached at: Arthur J. Abramowitz, Esq. Sherman, Silverstein, Kohl, Rose & Podolsky, P.A. 308 Harper Drive, Suite 200 Moorestown, NJ 08057 Tel: 856-662-0700 Email: aabramowitz@shermansilverstein.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3o3pkEK About The Diocese of Camden, NJ The Diocese of Camden, New Jersey is a nonprofit religious corporation organized pursuant to Title 16 of the Revised Statutes of New Jersey. The Diocese is the secular legal embodiment of the Roman Catholic Diocese of Camden, a juridic person recognized under Canon Law. The Diocese of Camden sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 20-21257) on Oct. 1, 2020. The petition was signed by Reverend Robert E. Hughes, vicar general/vice president. At the time of the filing, the Debtor had total assets of $53,575,365 and liabilities of $25,727,209. Judge Jerrold N. Poslusny Jr. oversees the case. McMANIMON, SCOTLAND & BAUMANN, LLC is the Debtor's legal counsel. DIOCESE OF ST. CLOUD: Unsecureds Will be Paid in 2 Installments --------------------------------------------------------------- The Diocese of St. Cloud, a Minnesota religious corporation, together with the Official Committee of Unsecured Creditors, submitted a Plan and a Disclosure Statement. The approximately $22.5 million cash fund to be established under the Plan represents significant efforts to liquidate Assets, downsize the Debtor, settle with insurance and benefits coverage providers, and obtain the significant contribution and support of certain Protected Parties. These monies will be used to fund the Trust that will pay the Tort Claimants pursuant to the Tort Claims Allocation Protocol. Additionally, to fund the Plan, the Debtor sold, prepetition, certain real property that was not critical to the mission and ministry of the Debtor. To further generate funds for the Debtor's contribution to the Plan, the Debtor may sell additional real property or use it as collateral for loans. In certain cases, the Debtor will utilize property that is critical to its mission and ministry, but the Debtor is committed to being able to consummate a plan that is beneficial to the Tort Claimants and the other interested parties. On June 18, 2020, the United States Trustee formed an Official Committee of Unsecured Creditors that includes various holders of Tort Claims. The Committee retained Stinson LLP as its reorganization counsel. The Committee has participated actively in the Reorganization Case and is a joint proponent of the Plan. The Plan proposes to treat claims as follows: * Class 3 Unsecured Claim of Faricy. This class is impaired. All Class 3 Claims will be treated as follows: All Class 3 Claims, as and when each is an Allowed Claim but only up to the maximum aggregate amount of $585,623.00, will be treated as a fully Unsecured Claim and will be paid in full and in Cash through equal monthly payments of no more than $4,000.00 each over sixty (60) months. * Class 4 US Bank PPP Loan Claim. This class is impaired with amount of the claim $512,500. The US Bank PPP Loan Claim will either be forgiven in full or in part, or the Debtor will pay it in accordance with the PPP Loan Documents. If forgiven in full, the Debtor will not distribute any Assets under the Plan on account of the Class 4 Claim. If not forgiven, in whole or in part, the Debtor will make the required payments under the terms of the PPP Loan Documents and the SBA regulations then in effect. * Class 5 Catholic Charities Claim. This class is impaired. This Claim will be treated solely in accordance with the Catholic Charities Settlement Agreement. The Claim will receive no distribution under the Plan. * Class 6 General Unsecured Convenience Claims. This class is impaired. This Class includes all General Unsecured Claims that are in an amount less than $2,000, inclusive of interest; or into which holders of General Unsecured Claims in excess of $2,000 may elect to reduce their Claims to $2,000. All Class 6 Claims that are in an amount less than $2,000, inclusive of interest, will be paid in full. All Class 6 Claims that resulted from the election of a holder of a General Unsecured Claim to be paid as a General Unsecured Convenience Claim will receive $2,000 total, without interest. Holders of Class 6 Claims, as and when Allowed, will be paid on the first Business Day that is six months after the Effective Date or the Claim Payment Date. * Class 7 General Unsecured Claims. This class is impaired. Each holder of a Class 7 General Unsecured Claim, as and when such General Unsecured Claim is or becomes an Allowed Claim, will be paid the principal amount of its Claim (without interest or penalties) in Cash in two installments with the first installment to be paid on the first Business Day that is 6 months after the Effective Date or the Claim Payment Date, and the next installment on the first Business Day that is 12 months after the previous payment. * Class 8 Other Tort and Employee Claims. This class is impaired. Each holder of a Class 8 Claim, as and when such Claim becomes an Allowed Claim, will be paid solely (without interest or penalties) from any insurance coverage applicable to such Other Tort and Employee Claim. * Class 10 Tort Claims. This class is impaired. On the Effective Date, the Trust will assume all liability for and will pay all Class 10 Claims pursuant to the provisions of the Plan, Plan Documents, Confirmation Order, Tort Claims Allocation Protocol, and Trust Documents. The Tort Claimants shall have their Class 10 Claims treated pursuant to the Tort Claims Allocation Protocol. * Class 11 Unknown Tort Claims. This class is impaired. On the Effective Date, the Trust will assume all liability for and pay all Unknown Tort Claims pursuant to the provisions of the Plan, Plan Documents, Confirmation Order, the Unknown Tort Claims Allocation Protocol, and Trust Documents. * Class 12 Co-Defendant and Parish Claims. This class is impaired. All Class 12 Claims will be Disallowed Claims and there will be no distribution to the holders of any Class 12 Claims. * Class 14 Penalty Claims. This class is impaired. No Penalty Claims will be Allowed. All Penalty Claims will be Disallowed Claims, and there will be no distribution to the holders of any Penalty Claims. A full-text copy of the Disclosure Statement dated September 23, 2020, is available at https://tinyurl.com/yyzjf568 from PacerMonitor.com at no charge. Counsel for the Debtor: Susan G. Boswell (AZ Bar No. 004791) Jason D. Curry (AZ Bar No. 026511) Michael Galen (AZ Bar No. 035044) Admitted Pro Hac Vice 150 South Fifth Street Suite 1800 Minneapolis, Minnesota 55402 E-mail: susan.boswell@quarles.com jason.curry@quarles.com michael.galen@quarles.com Counsel for the Official Committee of Unsecured Creditors: Robert T. Kugler Edwin H. Caldie Phillip J. Ashfield STINSON LLP 50 South Sixth Street Suite 2600 Minneapolis, Minnesota 55402 About Diocese of St. Cloud The Roman Catholic Diocese of Saint Cloud is a Roman Catholic diocese in Minnesota. The diocese covers Benton, Douglas, Grant, Isanti, Kanabec, Mille Lacs, Morrison, Otter Tail, Pope, Sherburne, Stearns, Stevens, Todd, Traverse, Wadena, and Wilkin counties. The Roman Catholic Diocese of Saint Cloud sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 20-60337) on June 15, 2020. 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. Quarles & Brady, LLP is the Debtor's legal counsel. DIS TRANSPORTATION: Files Chapter 11 Bankruptcy Protection ---------------------------------------------------------- Jayson Bussa of MiBiz reports that plummeting freight rates paired with the economic slowdown that accompanied the COVID-19 pandemic took its toll on trucking company DIS Transportation LLC, leading the Kentwood, Michigan-based business to file for Chapter 11 bankruptcy. DIS Transportation, and its affiliate company DIS Express Inc., submitted its filing to the U.S. Bankruptcy Court for the Western District of Michigan in the second week of November 2020. The filing was the latest in a growing number of cases filed under Subchapter V of the U.S. Bankruptcy Code, which was created by the Small Business Reorganization Act passed by Congress last year and took effect in February. This designation of Chapter 11 bankruptcy is reserved for small businesses with less than $7.5 million in debt, and offers a streamlined process by accelerating the timeline and reducing costs. In its filing, DIS Transportation detailed the financial hit it absorbed in 2018 when per mile freight rates dropped by 50 percent. Despite working with a consultant to eliminate overhead and reduce liabilities, the company was unable to dig out from its financial hole, even after freight rates returned to pre-2018 levels shortly before filing. DIS Transportation reported $568,532 in liabilities, $262,096 of it with unsecured creditors. Top unsecured creditors include PNC Bank ($99,810), Grand Rapids-based M6 Truck & Trailer Repair ($89,663.16) and New Hampshire-based Direct Capital, which made three claims totaling $62,727.25 in unsecured debt to go with an additional $18,000 in secured claims. Grand Rapids-based First Community Bank was also listed as a creditor for $51,591, of which $48,000 was secured by an auto lien. DIS Transportation reported $393,311 in total assets, which included $248,780 in machinery and equipment. In 2018, DIS Transportation grossed nearly $8.5 million in revenue followed by $6.5 million in 2019. However, in 2020, up to the filing date, DIS Transportation had generated a little less than $1.4 million in revenue. The company is represented in the case by Grand Rapids-based law firm Chase Bylenga Hulst PLLC. "DIS was a successful company there for a number of years and in 2018 the freight rates dropped substantially, which really impacted their ability to meet their overhead," Steve Bylenga, partner at Chase Bylenga Hulst PLLC, told MiBiz. "They took affirmative actions over the last couple of years to try to mitigate any issues with it." "They brought in a consultant. They were able to reduce about two-thirds of their debt through downsizing and selling unnecessary assets and were trying to get it down to the point where they could meet their day-to-day demands and just weren't able to do it in time, especially when COVID hit in the spring." The filing shows DIS Transportation whittled down its liabilities from $1.7 million in 2019 to just over $500,000 this year. "The first question I ask my small business clients is what's the exit strategy," Bylenga said. "If the issue is you don't have enough income, bankruptcy isn't going to help you. If they say 'Look, I need more time. There was an issue. That issue has been resolved. I need time.’ We can do that." Bylenga is no stranger to Subchapter V cases. In April, he worked with Grand Rapids mainstay Purple East, a clothing and smoking accessories shop that was the first entity in the Western District of Michigan to have a bankruptcy plan confirmed under the Small Business Reorganization Act. Bylenga said he expects more businesses to utilize Subchapter V, specifically manufacturing companies and businesses belonging to the hospitality industry, such as hotels, bed and breakfasts and restaurants. As the pandemic drags on, Bylenga has also seen a pronounced uptick in bankruptcy inquiries. "We are getting a substantial amount of inquiries right now — a lot of people have been holding on for the last six or seven months hoping to get through," he said. “Most of those companies are saying we’re almost there, we'll probably need to file in the near future. "That's why I think you’re going to see a substantial uptick in filings probably in January through March. Traditionally, you don't see many bankruptcies during the holiday season." About DIS Transportation Dis Transportation LLC is a licensed and bonded freight shipping and trucking company running freight hauling business from Kentwood, Michigan. DIS Transportation sought Chapter 11 protection (Bankr. W.D. Mich. Case No. 20-03408) on Nov. 10, 2020, listing less than $500,000 in assets and at least $500,000 liabilities. CHASE BYLENGA HULST, PLLC, led by Steven M. Bylenga, is the Debtor's counsel. DOLPHIN ENTERTAINMENT: Effects 1-for-5 Reverse Stock Split ---------------------------------------------------------- Dolphin Entertainment, Inc. will effect a 1-for-5 reverse split of its issued and outstanding shares of common stock. The reverse stock split became effective Nov. 27, 2020 at 12:01 a.m. EDT. Shares of the company's common stock will trade on a split-adjusted basis on The NASDAQ Capital Market, as of the opening of trading on Friday, Nov. 27, 2020. The new CUSIP number for the Company's common stock will be 25686H 209. The reverse stock split is being affected as part of the company's plan to regain compliance with the $1.00 minimum bid price continued listing requirement of The NASDAQ Capital Market. When the reverse stock split becomes effective, every five shares of Dolphin Entertainment's common stock will be automatically combined into one new share of common stock. No fractional shares will be issued, and no cash or other consideration will be paid. Instead, the company will issue one whole share of the post-split common stock to any stockholder of record who otherwise would have received a fractional share as a result of the reverse stock split. The reverse stock split will reduce the number of shares of outstanding common stock from approximately 32.8 million shares to approximately 6.6 million shares. Dolphin Entertainment's transfer agent is Nevada Agency and Transfer Company. Stockholders holding paper certificates representing pre-split holdings can contact the Company's transfer agent by calling 775-322-0626 for the procedure to exchange existing stock certificates for new stock certificates or book-entry shares. Certificates representing pre-split holdings will be deemed to represent the stockholder's past split holdings until the stockholder presents the certificate to the transfer agent. Stockholders who are holding their shares in electronic form at their brokerage firms do not have to take any action as the effects of the reverse stock split will automatically be reflected in their brokerage accounts. About Dolphin Entertainment Headquartered in Coral Gables, Florida, Dolphin Entertainment, Inc. -- http://www.dolphinentertainment.com/-- is an independent entertainment marketing and premium content development company. Through its subsidiaries, 42West LLC, The Door Marketing Group LLC and Shore Fire Media, Ltd, the Company provides expert strategic marketing and publicity services to many of the top brands, both individual and corporate, in the entertainment, hospitality and music industries. Dolphin Entertainment reported a net loss of $1.19 million for the year ended Dec. 31, 2019, compared to a net loss of $2.91 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $51.27 million in total assets, $30.80 million in total liabilities, and $20.47 million in total stockholders' equity. BDO USA, LLP, in Miami, Florida, the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 30, 2020 citing that the Company has suffered recurring losses from operations from prior years, has an accumulated deficit, and a working capital deficit that raise substantial doubt about its ability to continue as a going concern. DOUBLE H TRANSPORTATION: Seeks to Hire Michael Nevarez as Attorney ------------------------------------------------------------------ Double H Transportation, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Michael R. Nevarez of The Nevarez Law Firm, PC as attorney. The firm will render these professional services: (a) give the Debtor legal advice with respect to its powers and duties as Debtor-in-Possession, and the continued operation of its business and management of its vehicles, as the attorney has done prior to the filing of subject Petition, and to this date, with respect to the Debtor's vehicles; (b) review all of the various contracts heretofore entered into by the Debtor, concerning the vehicles and the Debtor's loan and factoring agreements, and to determine which contracts should be rejected, extended and/or modified, including those with the afore-mentioned lenders and factors; (c) represent the Debtor in collection and settlement of Debtor's accounts receivable with Debtor's factors and freight transport customers, and the payment of accounts payable by Debtor's brokers and factors; (d) represent the Debtor in any and all litigation necessary to the successful reorganization of the Debtor; (e) prepare on behalf of the Debtor all necessary applications, answers, claims, complaints, motions, orders, reports and other legal papers concerning the vehicles; (f) assist the Debtor in the negotiation of a plan of reorganization with its creditors in this case; and, (g) perform all other legal services for the Debtor, as Debtor-in-Possession, which may become necessary herein. The hourly billing rates of Mr. Nevarez and other professionals are below: Attorney Michael R. Nevarez $250.00 Attorney – Senior Associate (if any) $175.00 Attorney – Junior Associate (if any) $100.00 Law Clerk (if any) $75.00 Senior Paralegal Lauri J. McKenna $75.00 Paralegal Denise Dominguez Macias $50.00 Legal Assistant (if any) $35.00 Clerical Assistant (if any) $25.00 The Debtor paid a retainer of $2,500.00 before the filing of the petition which was expended for pre-petition fees. Michael R. Nevarez, an attorney of The Nevarez Law Firm, PC, 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: Michael R. Nevarez, Esq. THE NEVAREZ LAW FIRM, PC A Professional Corporation P.O. Box 12247 El Paso, TX 79913 Telephone: (915) 225-2255 Facsimile: (915) 845-3405 E-mail: MNevarez@LawOfficesMRN.com About Double H Transportation Double H Transportation LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 19-31830) on Nov. 4, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $50,000. Judge H. Christopher Mott oversees the case. Michael R. Nevarez, Esq., at The Nevarez Law Firm, PC, is the Debtor's legal counsel. ELDERHOME LAND: Seeks Approval to Tap Discepolo LLC as Counsel -------------------------------------------------------------- ElderHome Land, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Discepolo, LLC as counsel. Discepolo will render these legal services to the Debtor: (a) provide legal advice with respect to the powers, rights, and duties of the Debtor in the continued management and operation of its business; (b) provide legal advice and consultation related to the legal and administrative requirements of operating this Chapter 11 bankruptcy case; (c) take all necessary actions to protect and preserve the Debtor's Estate; (d) prepare on behalf of the Debtor any necessary pleadings; (e) represent the Debtor's interests at the Meeting of Creditors, pursuant to Sec. 341 of the Bankruptcy Code, and at any other hearing scheduled before this Court related to the Debtor; (f) assist and advise the Debtor in the formulation, negotiation, and implementation of a Chapter 11 Plan and all documents related thereto; (g) assist and advise the Debtor with respect to negotiation, documentation, implementation, consummation, and closing the corporate transactions in this Chapter 11 bankruptcy case; (h) assist and advise the Debtor with respect to the use of case collateral and obtaining Debtor-in-Possession or exit financing and negotiating, drafting, and seeking approval of any documents relate thereto; (i) review and analyze all claims filed against the Debtor's Bankruptcy Estate and to advise and represent the Debtor in connection with the possible prosecution of objections to claims; (j) assist and advise the Debtor concerning any executory contract and unexpired leases, including assumptions, assignments, rejections, and renegotiations; (k) coordinate with other professionals employed in the case to rehabilitate the Debtor's affairs; and (l) perform all other bankruptcy related legal services for the Debtor that may be or become necessary during the administration of this case. On or about October 20, 2020, the Debtor paid a retainer in the amount of $1,250.00 to prepare and file the Petition. The Debtor does not owe Discepolo LLC any amount for legal services rendered prior to the Petition Date. Subject to approval of this Court, compensation will be payable to Discepolo LLC on an hourly basis plus reimbursement of actual and necessary expenses incurred by this firm. The hourly rates to be charged by Discepolo LLC in this matter are consistent with the rates charged to other clients in non-bankruptcy matters. A. Donald C. Discepolo, the principal of Discepolo, LLC, disclosed in court filings that the firm and its members are "disinterested persons" as that term is defined in section 101(14) of the Bankruptcy Code and do not have any connection with any creditor, the Debtor (other than their representations) or any other party-in-interest or their respective attorneys and accountants, the United States Trustee, or any person employed in the office of the United States Trustee. The firm can be reached through: A. Donald C. Discepolo, Esq. DISCEPOLO LLC 8808 Centre Park Drive, Ste. 306 Columbia, MD 21045 Telephone: (410) 296-0780 Facsimile: (410) 296-2263 E-mail: don@discepolofirm.com About ElderHome Land Elderhome Land LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101 (51B)). Elderhome Land LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 20-19419) on October 20, 2020. The petition was signed by Thomas Norris, president. At the time of the filing, the Debtor estimated to have $1 million to $10 million in both assets and liabilities. Discepolo LLC serves as the Debtor's counsel. ENTREC CORP: Foreign Rep Selling All Assets to ProLift for $24M --------------------------------------------------------------- Alvarez & Marsal Canada Inc. ("A&M"), as the Court-appointed monitor and authorized foreign representative of ENTREC Corp. and affiliates in the proceeding pending in the Court of Queen's Bench of Alberta, Judicial Centre of Calgary under the Companies' Creditors Arrangement Act, and the Debtors, ask the U.S. Bankruptcy Court for the Southern District of Texas to enter an order: (a) recognizing and granting comity to the following orders to be entered by the Canadian Court: (i) the Approval and Vesting Order (Re: Prolift Transaction); (ii) the Ancillary Order (Prolift Transaction); and (iii) the Assignment Order (Prolift Transaction); (b) authorizing and approving the sale of substantially all of the assets of ENT USA, pursuant to the terms and conditions set forth in the Asset Purchase Agreement and all ancillary agreements thereto, dated Oct. 20, 2020, to ProLift Rigging Co., LLC for US$24,403,015, subject to adjustment; and (c) authorizing the assumption and assignment of certain executory contracts and unexpired leases related to the Purchased Assets. On May 15, 2020, the Debtors commenced the Canadian Proceeding. The same day, the Canadian Court entered the Initial Order providing the Debtors certain relief in Canada. The Initial Order also appointed the Monitor as the authorized foreign representative of the Debtors. Also on May 15, 2020, the Monitor commenced these chapter 15 cases by filing, among other things, its Expedited Petition for Recognition as Foreign Main Proceeding Pursuant to Sections 1515 and 1517 of the United States Bankruptcy Code and Related Relief ("Petition for Recognition"). On May 25, 2020, the Canadian Court held a comeback hearing and entered, on May 28, 2020, the Amended and Restated Initial Order, amending and restating the Initial Order and an order ("SISP Approval Order") approving a sale and investment solicitation process ("SISP") and appointing Ernst & Young Orenda Corporate Finance Inc. and Sequeira Partners ("Sales Advisors") to administer the SISP. On May 29, 2020, the Court entered its Order Granting Monitor's Expedited Petition for Recognition as Foreign Main Proceeding Pursuant to sections 1515 and 1517 of the United States Bankruptcy Code and Related Relief. Pursuant to the Recognition Order, the Court recognized the Monitor as the duly appointed foreign representative of the Debtors. The Recognition Order also approved the SISP. It provides that the Monitor may exercise the rights and powers of a trustee, but that the Debtors will operate their business. Upon approval of the SISP, the Sales Advisors initiated a marketing process for the assets of the Debtors in both Canada and the United States . Of the parties who submitted letters of intent, the Debtors, in consultation with the Sales Advisors, the Monitor, and Wells Fargo Capital Finance Corp. Canada ("Agent") as administrative agent for itself and a syndicate of lenders, designated three parties as qualified bidders for the U.S. assets to advance to the final bid stage under the SISP. At the final bid deadline of Aug. 7, 2020, two final bids were submitted for the U.S. assets. The Debtors determined in their business judgment that the bid submitted by Wolverine Energy and Infrastructure, Inc. represented the highest and best offer for the Purchased Assets. On Aug. 31, 2020, the Canadian Court approved the sale to Wolverine. By agreement of the parties, the closing date was extended to Sept. 30, 2020. Unfortunately, the sale did not close on September 30. After the termination of the Wolverine APA, the Debtors reengaged the marketing process under the SISP and notified the parties who had previously expressed an interest in purchasing the Purchased Assets. The Debtors determined in their business judgment that it was in the best interests of the Debtors and their stakeholders to pursue a transaction with the Buyer. Accordingly, subject to the approval of the Canadian Court and the Court, the Debtors entered into the APA with the Buyer. Under the APA, the Buyer is purchasing from the Debtors the Purchased Assets for a Purchase Price of US$24,403,015, subject to adjustment under the terms of the APA. In addition, the Buyer will be assigned certain Assumed Contracts. The sale will be free and clear of all Encumbrances. The Proposed Sale represents the best available transaction for the Debtors' U.S. business. The Proposed Sale represents the highest and best offer the Debtors received for the Purchased Assets. Further, consummation of the Proposed Sale will result in in the continuation of most of the Debtors' U.S. business as a going concern and the preservation of some employees' jobs. The alternative to the Proposed Sale is a liquidation of the Debtors' U.S. business, which will eliminate all the employees' jobs. On Oct. 26, 2020, the Debtors filed the Application - Approval of Prolift Transaction, Assignment Order, And Ancillary Order to approve the Proposed Sale and grant the relief requested in the Canadian Sale Orders along with a brief in support of the application with the Canadian Court. A hearing on the Canadian Application was set for Nov. 2, 2020 in Canada. By the Motion, the Movants respectfully ask the Court to approve the relief sought. Simultaneous with the filing of the Motion, the Debtors are filing and will serve the Cure Notice. The Contract Objection Deadline is Nov. 2, 2020 at 10:00 a.m. (CT). Within one business day of the closing of the Proposed Sale, the Debtors will file the Final Assumption Notice. Finally, to maximize the value received for the assets and to minimize accruing any liabilities, the Movants ask to consummate the sale of the assets to the Buyer as expediently as possible. Accordingly, they ask that the Court waives any applicable stay period, whether under Rules 6004(h), 7062, 9014, or otherwise. A hearing on the Motion was set for Nov. 2, 2020 at 1:30 p.m. A copy of the Agreement is available at https://tinyurl.com/y5cd4cxq from PacerMonitor.com free of charge. About Entrec Corp. Alberta, Canada-based ENTREC Corporation -- http://www.entrec.com/ -- provides heavy lift and specialized transportation services with offerings encompassing crane services, heavy haul transportation, engineering, logistics and support. It is a heavy haul transportation and crane solutions provider to the oil and natural gas, construction, petrochemical, mining, and power generation industries. It specializes in transporting oversized and overweight loads in Canada and the U.S. ENTREC's core businesses consist of Alberta-based Capstan Hauling and ENT Oilfield Group, and Texas-based ENTREC Cranes & Heavy Haul. The company has a fleet of 115 tractors and 125 cranes and picker trucks. ENTREC specializes in moving oversized and overweight loads. ENTREC filed for creditor protection in the Court of Queen's Bench of Alberta Judicial Centre Calgary under Canada's Companies' Creditors Arrangement Act on May 14, 2020. ALVAREZ & MARSAL CANADA INC. is the monitor in the CCAA proceedings. NORTON ROSE FULBRIGHT US LLP is the Canadian counsel for the monitor. ENTREC Corporation and its affiliates filed Chapter 15 petitions (Bankr. S.D. Tex. Lead Case No. 20-32643) on May 15, 2020, to seek U.S. recognition of the CCAA proceedings. The Hon. Marvin Isgur is the U.S. judge. HUNTON ANDREWS KURTH LLP is the Debtors' U.S. counsel. * * * On May 25, 2020, ENTREC obtained an order that amended and restated the Initial Order of the Court to, among other things, extend the stay period provided by the Initial Order to Aug. 7, 2020. On Aug. 6, 2020, ENTREC obtained another order to, among other things, further extend the stay period provided by the Initial Order to Sept. 11, 2020. ESCALON MEDICAL: Posts $209K Net Loss in First Quarter ------------------------------------------------------ Escalon Medical Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss applicable to common shareholders of $209,523 on $2.41 million of net revenues for the three months ended Sept. 30, 2020, compared to net income applicable to common shareholders of $608,367 on $2.28 million of net revenues for the three months ended Sept. 30, 2019. As of Sept. 30, 2020, the Company had $5.74 million in total assets, $4.43 million in total liabilities, and $1.31 million in total shareholders' equity. The Company's operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to: the continuous enhancement of the current products, development of new products; changes in domestic and foreign regulations; ability of manufacture successfully; competition from products manufactured and sold or being developed by other companies; the price of, and demand for, the Company's products and its ability to raise capital to support its operations. To date, the Company's operations have not generated sufficient revenues to enable profitability. As of Sept. 30, 2020, the Company had an accumulated deficit of $69.0 million, and incurred recurring losses from operations and incurred negative cash flows from operating activities in prior years. The Company said these factors raise substantial doubt regarding its ability to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/862668/000086266820000013/esmc_2020930-10q.htm About Escalon Headquartered in Wayne, Pennsylvania, Escalon Medical Corp. operates in the healthcare market, specializing in the development, manufacture, marketing and distribution of medical devices for ophthalmic applications. Escalon Medical reported a net loss applicable to common shareholders of $702,021 for the year ended June 30, 2020, compared to a net loss applicable to common shareholders of $301,616 for the year ended June 30, 2019. As of June 30, 2020, the Company had $5.72 million in total assets, $4.21 million in total liabilities, and $1.51 million in total shareholders' equity. Friedman LLP, in Marlton, New Jersey, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Sept. 28, 2020, citing that the Company's significant accumulated deficit and recurring losses from operations and negative cash flows from operating activities raise substantial doubt about the Company's ability to continue as a going concern. ESCONDIDO HOLDINGS: Dec. 16 Disclosure Statement Hearing Set ------------------------------------------------------------ Escondido Holdings, LLC and T & U Investments, Inc. filed with the U.S. Bankruptcy Court for the District of Arizona a disclosure statement and an amended plan of reorganization. On Oct. 23, 2020, Judge Brenda Moody Whinery ordered that: * December 16, 2020, at 10:00 a.m. by telephone is the hearing to consider approval of the disclosure statement. * December 7, 2020 is fixed as the last day for any party desiring to object to the Court's approval of the Disclosure Statement to file a written objection with the Court. * The conclusion of the Disclosure Statement Hearing is the deadline for a secured creditor to make a written election to have its claim treated pursuant to Bankruptcy Code Section 1111(b)(2). A full-text copy of the order dated October 23, 2020, is available at https://tinyurl.com/y6gwcs55 from PacerMonitor at no charge. The Debtors are represented by: Charles R. Hyde, Esq. The Law Offices of C.R. Hyde, PLC 2810 N Swan Rd Tucson, AZ 85712 Phone: +1 520-270-1110 About Escondido Holdings Escondido Holdings, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 20-01019) on Jan. 30, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Phil Hineman, Esq., at The Law Office of Phil Hineman, P.C. ESCONDIDO HOLDINGS: Unsecureds to Be Paid in Full in 2 Years ------------------------------------------------------------ Escondido Holdings, LLC and T&U Investments, LLC filed with the U.S. Bankruptcy Court for the District of Arizona a Disclosure Statement describing First Amended Chapter 11 Joint Plan of Reorganization dated October 1, 2020. Joint Debtors' debt structure is confined to claims secured by real property of the Joint Debtors. Joint Debtors owe past due real property taxes for virtually all of their respective properties. Joint Debtors are aware of no general unsecured creditor claims. On August 31, 2020, Escondido filed a Motion to Approve Sale of Real and Personal Property Free and Clear of Liens and Encumbrances. The Sale Motion concerns property commonly described as 4476 E County 15th Street, Yuma. AZ 85365 (Escondido Property). General unsecured claims shall be paid in full, pro rata, over a period of two years from the Effective Date on a quarterly basis. Class 9 Debtor's Interest is impaired by the Plan as a result of the new value contribution. The Debtor is not entitled to vote to accept or reject the Plan. On the Effective Date, all estate property shall vest in the Debtors, respectively. The Joint Plan will be funded from the Debtor's sale of the Escondido Property, continued receipt of income in the form of rents from its real property holdings, future sales of real property holdings, and new value contribution to be used primarily to satisfy on the Effective Date all outstanding real property tax liability owed by Joint Debtors to Yuma County. A full-text copy of the disclosure statement dated October 1, 2020, is available at https://tinyurl.com/y3h86cfb from PacerMonitor.com at no charge. The Debtors are represented by: CHARLES R. HYDE THE LAW OFFICES OF C.R. HYDE, PLC 2810 NORTH SWAN ROAD SUITE 150 TUCSON, ARIZONA 85712 TELEPHONE: (520) 270-1110 E-mail: CRHYDE@OLDPUEBLOBANKRUPTCY.COM About Escondido Holdings Escondido Holdings, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 20-01019) on Jan. 30, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Phil Hineman, Esq., at The Law Office of Phil Hineman, P.C. EXTRACTION OIL: Seeks to Hire Stout Risius as Valuation Advisor --------------------------------------------------------------- Extraction Oil & Gas, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Stout Risius Ross Advisors, LLC as their valuation advisors, effective as of Sept. 2, 2020 Stout will perform independent valuation services with respect to the Debtors’ Fair Value upon emergence from these chapter 11 cases. Stout will estimate the Debtors' enterprise value with the Debtors' financial advisors' valuation estimates during the reorganization process. Stout will perform a valuation of the Debtors' gas and oil reserve assets, including a desktop valuation of its owned real property assets and its personal property assets. The customary hourly rates charged by Stout are: Managing Director $400-$700 Director $350-$500 Senior Vice President $300-$450 Vice President $250-$400 Associate $200-$345 Analyst $150-$250 Shishir R. Khetan, managing director at Stout Risius, disclosed in court filings that the firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. Stout Risius can be reached through: Shishir R. Khetan Stout Risius Ross Advisors, LLC 1000 Main Street, Suite 3200 Houston, TX 77002 Phone: +1 (713) 225-9580 About Extraction Oil & Gas Denver-based Extraction Oil & Gas, Inc. is an independent energy exploration and development company focused on exploring, developing and producing crude oil, natural gas and NGLs primarily in the Wattenberg Field in the Denver-Julesburg Basin of Colorado. Visit http://www.extractionog.comfor more information. Extraction Oil & Gas and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-11548) on June 14, 2020. At the time of the filing, Debtors disclosed $1 billion to $10 billion in both assets and liabilities. Judge Christopher S. Sontchi oversees the cases. Debtors have tapped Kirkland & Ellis, LLP, Kirkland & Ellis International, LLP and Whireford, Taylor & Preston, LLC as legal counsel; Alvarez & Marsal North America, LLC as restructuring advisor; and Moelis & Company and Petrie Partners Securities, LLC as investment banker and financial advisor. Kurtzman Carson Consultants, LLC is the claims and balloting agent and administrative advisor and PricewaterhouseCoopers LLP (PwC) is Debtors' independent audit services provider. FIELDWOOD ENERGY: Committee Seeks to Hire Mani Little as Counsel ---------------------------------------------------------------- The official committee of unsecured creditors of Fieldwood Energy LLC and its affiliates received approval from the U.S. Bankruptcy Court for the Southern District of Texas to retain Mani Little & Wortmann, PLLC as its legal counsel. The firm will render the following services to the committee: (a) review Debtors' oil and gas leases and wells and associated security instruments; and (b) perform other necessary legal services in relation to the Chapter 11 cases, which the committee and its lead bankruptcy counsel may find reasonable and appropriate to assign. Mani Little's customary hourly and daily rates are as follows: Partners $350 - $375/hour Associates $250 - $275/hour Landmen $575/day In addition, the firm will charge the committee for work-related expenses incurred. Eric Wortmann II, Esq., a partner at Mani Little, 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. Wortmann also made the following disclosures in response to the request for additional information set forth in Paragraph D.1 of the Revised U.S. Trustee Guidelines: -- Mani Little has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; -- none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case; -- the firm has not represented the Committee in the 12 months prepetition; and -- the Committee and Mani Little & Wortmann expect to work together to develop a budget and staffing plan for the Chapter 11 Cases. The firm can be reached through: Eric W. Wortmann II, Esq. Mani Little & Wortmann, PLLC 5801 Edwards Ranch Road, Suite 100 Fort Worth, TX 76109 Telephone: (817) 382-0900 Facsimile: (817) 668-1368 Email: ewortmann@mlwenergylaw.com About Fieldwood Energy Fieldwood Energy is a portfolio company of Riverstone Holdings focused on acquiring and developing conventional assets, primarily in the Gulf of Mexico region. It is the largest operator in the Gulf of Mexico owning an interest in approximately 500 leases covering over two million gross acres with 1,000 wells and 750 employees. Visit https://www.fieldwoodenergy.com for more information. Fieldwood Energy and its 13 affiliates previously sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 18-30648) on Feb. 15, 2018, with a prepackaged plan that would deleverage $3.286 billion of funded by $1.626 billion. On Aug. 3, 2020, Fieldwood Energy and its 13 affiliates again filed voluntary Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No. 20-33948). Mike Dane, senior vice president and chief financial officer, signed the petitions. At the time of the filing, Debtors disclosed $1 billion to $10 billion in both assets and liabilities. Judge David R. Jones oversees the cases. The Debtors have tapped Weil, Gotshal & Manges LLP as their legal counsel, Houlihan Lokey Capital, Inc. as investment banker, and AlixPartners, LLP as financial advisor. Prime Clerk LLC is the claims, noticing and solicitation agent. The first lien group has employed O'Melveny & Myers LLP as its legal counsel and Houlihan Lokey Capital, Inc. as its financial advisor. The RBL lenders have employed Willkie Farr & Gallagher LLP as their legal counsel and RPA Advisors, LLC as their financial advisor. The cross-holder group has tapped Davis Polk & Wardwell LLP as its legal counsel and PJT Partners LP as its financial advisor. On August 18, 2020, the Office of the U..S. Trustee appointed a committee of unsecured creditors. Stroock & Stroock & Lavan, LLP and Conway MacKenzie, LLC serve as the committee's legal counsel and financial advisor, respectively. FINGER OIL: Hires Thomas C. Hall as Special Litigation Counsel -------------------------------------------------------------- Finger Oil & Gas, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire the Law Office of Thomas C. Hall, P.C. as its special litigation counsel. On July 9, 2019, Finger contracted with Freddy's Well Service to plug the Finger Oil #1 Drushel well located in Jackson County, Texas . On July 11, 2019, the well in question blew out. Finger contracted R.W. Dirks and Cudd Pressure Control to address issues with regard to the blowout. Subsequently on August 23 and 27, Mid-Continent issued reservation of rights letter, followed by a denial of coverage letter dated Dec. 12, 2019. On April 30, 2020, the Debtor instituted litigation against Mid-Continent Casualty Company and Karen Olivia (underwriter) in the District Court of Bexar County, Texas in Cause No. 2020Clo7992. Subsequently, on June 6, 2020, Mid-Continent filed its Notice of Removal to the US District Court for the Western District of Texas, Civil Action No. 5:20-cv-00712. Finger Oil requires the counsel to: a. assist the Debtor in analyzing and prosecuting claims owned by the estate against third parties; b. prepare and file pleadings as are necessary to pursue the estate's claims against third parties; c. conduct any judgement that may be entered in the contemplated litigation; d. collect any judgement that may be entered in the contemplated litigation; e. handle any appeals that may result from the contemplated litigation; f. perform any other legal services that may be appropriate in connection with the prosecution of the litigation, and handle any appeals that may result from the contemplated litigation; g. perform any other legal services that may be appropriate in the prosecution of the litigation. The firm will receive 33 1/3 percent of any recovery as contingency fee. Thomas C. Hall, Esq. disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Thomas C. Hall, Esq. Thomas C. Hall, P.C. 110 Broadway Ste 550 San Antonio, TX 78205 Phone: +1 210-222-2000 Fax: 210-222-1156 About Finger Oil & Gas, Inc. Finger Oil & Gas, Inc., an oil and gas producer in Castroville, Texas, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 20-51742) on October 13, 2020. Joseph M. Finger, Jr., president of Finger Oil & Gas, signed the petition. At the time of the filing, Debtor had total assets of $1,001,500 and total liabilities of $624,756. The Law Offices of Dean W. Greer is Debtor's legal counsel. FIREBALL REALTY: Bar Harbor Bank Objects to Disclosure Statement ---------------------------------------------------------------- Bar Harbor Bank 7 Trust, the holder of a partially secured claim, objects to the Disclosure Statement Pertaining to Plan of Reorganization of Debtor Fireball Realty, LLC. Bar Harbor claims that the Debtor's schedules do not list any claims or causes of action against any third party. Bar Harbor points out that the Disclosure Statement does not adequately disclose what Retained Actions the Debtor may seek to litigate or assign to the Plan Funder. To the extent that there are any claims against Bar Harbor, the Debtor (or its assigns) would be barred by at least the doctrine of res judicata from prosecuting any such claims, as they are not adequately disclosed by the Debtor. Bar Harbor asserts that the Court should find that the Disclosure Statement does not adequately disclose what the Retained Actions are and should be amended to describe the specific Retained Actions that may be litigated or assigned to the Plan Funder. Bar Harbor further asserts that the Disclosure Statement does not disclose that such a third-party release is not permitted in the face of an objection to the Debtor's Plan of Reorganization. If Bar Harbor does not vote in favor of the Debtor's Plan of Reorganization, the forced release of Bar Harbor's pre-petition claims against the Debtor's equity holders, directors, officers, managers, employees and agents is overbroad and not permissible and violates the Bankruptcy Code. A full-text copy of Bar Harbor's objection to disclosure statement dated September 29, 2020, is available at https://tinyurl.com/y2jfwujj from PacerMonitor.com at no charge. Bar Harbor is represented by: FORD, McDONALD, McPARTLIN & BORDEN, P.A. Ryan M. Borden, Esq. (BNH 07377) 10 Pleasant Street, Suite 400 Portsmouth, NH 03801-4551 Tel: (603) 373-1613 Fax: (603) 242-1381 E-mail: rborden@fordlaw.com About Fireball Realty Fireball Realty LLC is a real estate agency in Manchester, New Hampshire. Fireball Realty sought Chapter 11 protection (Bankr. D.N.H. Case No. 19-10922) on June 28, 2019. In the petition signed by Charles R. Sargent, Jr., member, the Debtor was estimated to have assets and liabilities in the range of $1 million to $10 million. The Debtor tapped William S. Gannon, Esq., at William S. Gannon PLLC, as counsel. FIREBALL REALTY: Unsecureds' Projected Dividend is 2% in Plan ------------------------------------------------------------- Fireball Realty, LLC submitted an Amended Disclosure Statement. Under the Plan, the Willow Property and the Keystone Equipment Collateral will be sold to Sargent Sr. free and clear of all liens, claims and interest pursuant to Code Section 363 in exchange for the Funding Commitment, which includes the obligation to purchase the Willow Property with the remaining proceeds of the loan to be made by Primary Bank, and the dividends to be paid pursuant to the Funding Commitment. The entry of the Confirmation Order will obligate Sargent Sr., as the Plan Funder, to: * Buy the remainder of the Primary Collateral – the Willow Property from the Debtor free and clear of all liens, claims and interests pursuant to Code Section 363 for the sum of $701,000.00, which includes the allowed claim for unpaid real estate taxes held by the City of Manchester in the estimated amount of $13,000.00 and the Customary Closing Costs incurred by the Debtor, subject to and on the further terms and conditions set forth in Article I, Section B of the Plan, which are summarized in the Executive Summary Table, Exhibit A and Article IV, Section B of this Disclosure Statement, including the distribution of the net proceeds of the sale. * Purchase or cause his nominee to purchase the Keystone Equipment Collateral Pay for the sum of $20,000, without reduction for the approximately $2,8000 in adequate protection payments made to the creditor during the term of this Case. If a nominee purchases the Keystone Equipment Collateral, the Plan Funder shall execute and deliver the Guaranty and Assumption, Assignment and Novation Agreement required by the Plan with respect to the Keystone Financial Loan and Loan Documents. * Pay the dividends due the following creditors holding allowed claims in the following classes on a pro rata basis in accordance with the terms of the Plan, , which are estimated to be the amounts shown in the Executive Summary Table that appears on page 5 of this Disclosure Statement: Class 5 ($10,000), Class 6 ($221.08), Class 7 ($0.00), and Class 8 ($13,750). Under the Plan, Class 1: Local Government Secured Claims are impaired. The estimated allowed amounts of class claim is $21,483. The projected dividend or dividend range is $21,483.07 in full in cash on the effective date. The dividend source is from the proceeds of purchase and sale of the Willow Property to be financed by Primary Bank. The Class 2: Primary Bank Secured Claims are impaired. The estimated allowed amounts of class claim is $821,303. The projected dividend or dividend range is $821,303 in full in cash on the effective date. The projected dividend payment or payments is from a single cash payment on the later of the effective date or the closing of the purchase and sale of the Primary Collateral to the Plan Funder and the loan to be made by Primary to fund that transaction. The dividend source is from the net proceeds of purchase and sale of the Willow Property to be financed by Primary Bank. The Class 3: Sargent Senior Secured Claim is impaired. The estimated allowed amounts of class claim is $250,000.00. The projected dividend or dividend range is none before payment of Primary Bank Allowed Secured Claim. The Class 4: Keystone Secured Claim is impaired. The estimated allowed amounts of class claim is $201,000. The projected dividend or dividend range is $21,000.00. The dividend source is from the Plan Funder or nominee. Class 5: Administrative Expense Claims are impaired. The estimated allowed amounts of class claim is $10,000.00. The projected dividend or dividend range is $10,000. The projected dividend payment or payments is a one payment in cash on the later of effective date or date on which Court approves payment. The source of dividend is from the Plan Funder or nominee by virtue of the cash portion of the Funding Commitment and Funding Contribution. Class 8: General Unsecured Claims is impaired. The estimated allowed amounts of class claim is $800,000. The projected dividend or dividend range is $1.00 or 2% of allowed claims. Flare Investments, LLC (36 Windymere Road, Epsom), Flare Investments, LLC (45 Myrtle Str, 158 Broad St and 27 School St, Claremont), Flare Investments, LLC (99 Chestnut St, 2-10 Meadow St, 12 Meadow St, Claremont – Fireball Guaranty), NOME Ventures and Primary Bank, will be paid $1.00 each based on their agreement to accept less favorable treatment. Except for the creditors named in the preceding paragraph, each other creditor holding an allowed claim in this Class will be paid 2% of their allowed claim, in 4 annual installments, beginning on the 30th day from the effective date and on the same date of each anniversary thereof until paid in full. The dividend source is from the Plan Funder or nominee by virtue of the cash portion of the Funding Commitment and Funding Contribution. Class 9: Equity Holder Claims are impaired. On the dissolution of the Debtor, all of the equity interests held by Sargent Junior and any equity interests held by Sargent Senior will be canceled without the payment of dividend or distribution of property on account thereof. A full-text copy of the Amended Disclosure Statement dated November 9, 2020, is available at https://tinyurl.com/yygee6ne from PacerMonitor.com at no charge. Debtor's Attorneys: Eleanor Wm. Dahar VICTOR W. DAHAR, P.A. 20 Merrimack Street Manchester, NH 03101 Tel: (603) 622-6595 About Fireball Realty Fireball Realty LLC is a real estate agency in Manchester, New Hampshire. Fireball Realty sought Chapter 11 protection (Bankr. D.N.H. Case No. 19-10922) on June 28, 2019. In the petition signed by Charles R. Sargent, Jr., member, the Debtor was estimated to have assets and liabilities in the range of $1 million to $10 million. The Debtor tapped William S. Gannon, Esq., at William S. Gannon PLLC, as counsel. FIRST CHOICE: Dec. 5 to 13 Online Auction of Personal Property -------------------------------------------------------------- Judge Karen S. Jennemann of the U.S. Bankruptcy Court for the Middle District of Florida authorized FCID Medical, Inc., an affiliate of First Choice Medical Group of Brevard, LLC, to sell the personal property described on Exhibit A at an auction for cash to the highest bidder, free and clear of all liens, claims, interest and encumbrances. The online auction will be conducted by Ewald Auctions, Inc. The terms and procedures of the auction as set forth in the Motion are approved. The terms of the auction sale are: a. The auction will be an online auction beginning Dec. 5, 2020 starting at noon and ending Dec. 13, 2020 at 6:00 p.m. b. Payment is due in full at conclusion of auction. c. If the high bidder fails to close, the Debtor or the Auctioneer may use their business judgment to sell to the next highest bidder. d. The successful bidder will pay a buyer's premium of 15%. e. The Property will be sold "as is - where is" with no representations or warranties by the Trustee, express, implied or otherwise. A copy of the Exhibit A is available at https://tinyurl.com/y4rsu7j5 from PacerMonitor.com free of charge. About First Choice Healthcare Solutions Headquartered in Melbourne, Fla., First Choice Healthcare Solutions is implementing a defined growth strategy aimed at building a network of localized, integrated care platforms comprised of non-physician-owned medical centers, which concentrate on treating patients in the following specialities: orthopaedics, spine surgery, neurology, interventional pain management and related diagnostic and ancillary services in key expansion markets throughout the Southeastern U.S. Visit https://www.myfchs.com/ for more information. First Choice Healthcare Solutions and its affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 20-03355) on June 15, 2020. The petitions were signed by Phillip J. Keller, interim chief executive officer and chief financial officer. Judge Karen S. Jennemann oversees the cases. At the time of the filings, First Choice Healthcare Solutions had total assets of $1,283,553 and total liabilities of $1,855,427; First Choice Medical Group of Brevard, LLC had total assets of $2,260,116 and total liabilities of $3,016,161; FCID Medical, Inc. had total assets of $1,832,489 and total liabilities of $642,515; and Marina Towers, LLC had total assets of $6,149,380 and total liabilities of $6,558,440. The Debtors tapped Akerman LLP as their bankruptcy counsel, Trenam Kemker Scharf Barkin Frye O'Neil & Mullis, P.A. and Patel Law Group, P.A. as special counsel, and CBIZ MHM, LLC as accountant. Aaron Cohen has been appointed the Subchapter V trustee. FIRSTENERGY CORP: Moody's Gives Ba1 CFR, Cuts Unsec. Rating to Ba1 ------------------------------------------------------------------ Moody's Investors Service downgraded the ratings of FirstEnergy Corp., including its senior unsecured rating to Ba1 from Baa3. Moody's also assigned a Ba1 Corporate Family Rating (CFR); a Ba1-PD Probability of Default rating and an SGL-2 Speculative Grade Liquidity rating to FirstEnergy. FirstEnergy's Baa3 Issuer Rating is withdrawn. The outlook remains negative. Moody's affirmed the ratings of FirstEnergy Transmission (FET, Baa2 senior unsecured) and the ratings of FirstEnergy's Ohio utility subsidiaries, Ohio Edison Company (A3 senior unsecured), Toledo Edison Company (Baa1 LT Issuer Rating), and Cleveland Electric Illuminating Company (The) (CEI, Baa2 senior unsecured) and changed their outlooks to negative from stable. RATINGS RATIONALE "The disclosure of a payment by FirstEnergy to a government official who directly regulated the company's Ohio utilities is likely to increase both regulatory risk and financial uncertainty for both FirstEnergy and its Ohio utility subsidiaries," stated Jairo Chung, Moody's analyst. "Furthermore, FirstEnergy's decision to draw down $2 billion on its credit facilities is viewed as unusual behavior for an investment grade utility holding company. It was done to preserve liquidity but could be a sign that additional negative developments related to corporate governance may occur, possibly limiting access to these credit facilities or the capital markets," added Chung. The downgrade of FirstEnergy and the negative outlooks on FirstEnergy, Ohio Edison, Toledo Edison and CEI was prompted by a lapse of corporate governance, as evidenced by the disclosure that a $4.3 million payment to an individual who later became an Ohio government official directly involved in regulating the utilities. This followed an internal investigation undertaken by FirstEnergy related to a criminal complaint filed by the Department of Justice in Ohio that lead to the termination of the company's CEO in October. As a result of these developments, the Public Utilities Commission of Ohio has initiated a corporate separation audit of the three utilities and has also opened an investigation into whether the cost of political and charitable spending was included in Ohio customers' rates. In addition, proposed legislation to repeal Ohio House Bill 6 (HB6), which provides financial support for nuclear plants in Ohio, could also result in the repeal of a decoupling mechanism that has been credit supportive of these utilities. The rating actions reflect its view that regulatory scrutiny in Ohio is likely to increase, potentially resulting negative financial implications for both FirstEnergy and its Ohio utility subsidiaries. The rating actions reflect higher corporate governance risk, resulting from FirstEnergy's lack of oversight of internal controls. In FirstEnergy's delayed 10-Q filing for the period ending 30 September 2020, management identified a material weakness in its internal control over financial reporting. While the company's board of directors has taken actions to address these failures, potential negative developments related to the ongoing criminal investigation led by the Department of Justice as well as the regulatory environment in Ohio could affect the companies' credit quality longer term. All three Ohio utilities had been expected to upstream significant dividends to FirstEnergy based on the stability of regulated cash flows generated under the historically constructive regulatory environment in Ohio. Moody's has estimated that the dividends from the Ohio utilities will support approximately 20%-25% of FirstEnergy's parent obligations including its approximately $850 million shareholder dividend and $8.8 billion parent holding company debt service. If increasing regulatory risk results in reduced earnings and cash flows from the Ohio utilities, the ability to upstream dividends to FirstEnergy can be impacted. Moody's would view utility dividend restrictions as a credit positive for the Ohio utility subsidiaries. The downgrade of FirstEnergy reflects the impact that these developments may have on the company's funding costs and bank credit facility availability. The company was required to obtain a waiver from its bank group for its inability to comply with certain representations and warranties following the disclosure of the $4.3 million payment. The amended credit agreement provides waivers for certain representation and warranties and certain affirmative and negative covenants, allowing FirstEnergy and subsidiary FET to regain compliance with such provisions. However, the waiver that FirstEnergy and FET received from their bank group is specific and narrow in its coverage. Given the ongoing investigations in Ohio, it is uncertain that FirstEnergy and FET would be able to receive another waiver if there are additional developments that would result in violating covenants again. The assignment of an SGL-2 reflects FirstEnergy's good liquidity position as a result of robust dividends from a large, diverse group of utility subsidiaries; a very strong cash position following a $2 billion draw on its bank credit facilities; headroom under its single debt to capital financial covenant in its bank credit facility; and considerable ability to raise cash from asset sales or the issuance of common equity, preferred, hybrid equity, or secured debt at its utilities if necessary. Although it is not regulated by the PUCO, the negative outlook on FET reflects the contagion risk being experienced by this intermediate transmission holding company as a result of developments at FirstEnergy. In addition to FirstEnergy and certain regulated distribution utility subsidiaries (Jersey Central Power & Light Company, Metropolitan Edison Company, Pennsylvania Power Company, Toledo Edison Company and West Penn Power Company) drawing $1 billion on the FirstEnergy credit facilities, FirstEnergy has also fully drawn FET's $1 billion credit facility with borrowings by FET and its regulated transmission subsidiary American Transmission Systems, Incorporated (ATSI, A3 senior unsecured). In addition to heightened risks related to FirstEnergy's corporate governance practices, FET's leverage has also increased considerably and its access to its bank facilities may be limited if FirstEnergy again needs covenant waivers. There has thus far been less credit impact on FET's three operating transmission company subsidiaries, ATSI; Trans-Allegheny Interstate Line Company (TrailCo, A3 senior unsecured), and Mid-Atlantic Interstate Transmission LLC (A3 senior unsecured), all of which maintain stable outlooks. It should be noted that this is not the first time FirstEnergy leveraged the balanced sheet of FET to support FirstEnergy's other businesses. Rating Outlook FirstEnergy's negative outlook reflects continued uncertainty around the extent and magnitude of the issues related to internal control weaknesses and what additional actions the company will take to address them. The negative outlook also reflects the possibility that the company will identify additional corporate governance issues and that its Ohio utility regulatory and political environment could be adversely affected, resulting in a decline in financial condition and overall credit quality. The negative outlook on FET reflects high family contagion risk as corporate governance issues at FirstEnergy potentially limits the company's ability to access the bank or capital markets. The negative outlook on Ohio Edison, Toledo Edison and CEI reflects the potentially increasing regulatory risk in Ohio due to the latest developments at the parent company. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade Based on the ongoing internal, external and criminal investigations, a rating upgrade of FirstEnergy is not likely at this time. However, the outlook could be returned to stable or the rating could be upgraded if the material weaknesses in internal controls are resolved and there is diminished risk of additional adverse corporate governance related disclosures and of negative regulatory and/or political developments in Ohio. For FET, a rating upgrade is unlikely while the transmission company remains fully drawn on its bank credit facility. A stable outlook could be considered if parent debt level at FET is reduced by a reduction of this drawn position; or if FirstEnergy is able to resolve its ongoing corporate governance issues and stabilize its financial position. Any upgrade would likely require that the regulatory environment for the transmission companies improve or its financial profile strengthens and consistently produces consolidated FFO to net debt above 20%. For FirstEnergy's three Ohio utility subsidiaries, a stable outlook could be considered it if becomes clear that the regulatory and political environment in Ohio has not been adversely affected by developments at FirstEnergy and that their current financial condition will be maintained. A rating upgrade could be considered if FirstEnergy's credit quality improves; or if the utilities become more independent of the parent company. Also, a rating upgrade could be possible if CFO pre-WC to debt ratio remains above 20% for Ohio Edison and Toledo Edison and above 17% for CEI on a sustained basis. Factors that could lead to a downgrade The ratings of FirstEnergy could be downgraded further if it becomes evident that regulatory or political risk has increased in Ohio, leading to ongoing regulatory uncertainty for FirstEnergy's Ohio utilities and putting financial pressure on FirstEnergy. FET's rating could be downgraded if the regulatory environment worsens; or if the balance sheet of FET is used to support FirstEnergy or its other businesses; or if the recent draw on its revolving credit facility is not reduced and the debt becomes a permanent part of the capital structure. A rating downgrade could be considered if FirstEnergy is downgraded further; or if FET's FFO to net debt falls below 15% on a sustained basis. For the Ohio utilities, a rating downgrade could be considered if the regulatory or political environment deteriorates as a result of the developments at FirstEnergy, resulting in higher contentiousness, regulatory lag or a decline in financial condition; if the credit quality of FirstEnergy deteriorates further, putting downward credit pressure on the utilities; or if the CFO pre-WC to debt ratio falls below 16% for Ohio Edison and Toledo Edison, and 13% for CEI. Also, if FirstEnergy's financial reliance on these utilities increases such that their CFO pre-WC after dividends to debt falls below 5% on a sustained basis, a rating downgrade could be possible. Assignments: Issuer: FirstEnergy Corp. Probability of Default Rating, Assigned Ba1-PD Speculative Grade Liquidity Rating, Assigned SGL-2 Corporate Family Rating, Assigned Ba1 Withdrawals: Issuer: FirstEnergy Corp. Issuer Rating, Withdrawn, previously rated Baa3 Downgrades: Issuer: FirstEnergy Corp. Senior Unsecured Bank Credit Facility, Downgraded to Ba1 from Baa3 Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1 from Baa3 Senior Unsecured Shelf, Downgraded to (P)Ba1 from (P)Baa3 Affirmations: Issuer: FirstEnergy Transmission Issuer Rating, Affirmed Baa2 Senior Unsecured Bank Credit Facility, Affirmed Baa2 Senior Unsecured Regular Bond/Debenture, Affirmed Baa2 Issuer: Cleveland Electric Illuminating Company (The) Issuer Rating, Affirmed Baa2 Senior Secured First Mortgage Bonds, Affirmed A3 Senior Unsecured Regular Bond/Debenture, Affirmed Baa2 Issuer: Ohio Edison Company Issuer Rating, Affirmed A3 Senior Secured First Mortgage Bonds, Affirmed A1 Senior Unsecured Regular Bond/Debenture , Affirmed A3 Issuer: Toledo Edison Company Issuer Rating, Affirmed Baa1 Senior Secured Regular Bond/Debenture, Affirmed A2 Outlook Actions: Issuer: FirstEnergy Transmission Outlook, Changed To Negative From Stable Issuer: Cleveland Electric Illuminating Company (The) Outlook, Changed To Negative From Stable Issuer: FirstEnergy Corp. Outlook, Remains Negative Issuer: Ohio Edison Company Outlook, Changed To Negative From Stable Issuer: Toledo Edison Company Outlook, Changed To Negative From Stable Ohio Edison Company is the largest Ohio distribution utility within the FirstEnergy family, serving over 1 million customers. Cleveland Electric Illuminating Company is also a Ohio distribution utility within the FirstEnergy family. It serves approximately 750,000 in northeastern Ohio. Toledo Edison Company, the smallest Ohio distribution utility within the FirstEnergy family, serves approximately 310,000 customers in northwestern Ohio. All three Ohio utilities are regulated by the Public Utility Commission of Ohio. FET is a wholly owned subsidiary of FirstEnergy and is an intermediate transmission holding company for transmission subsidiaries American Transmission System, Inc (ATSI), Mid-Atlantic Interstate Transmission, LLC (MAIT), and Trans-Allegheny Interstate Line Company (TrailCo). FirstEnergy Corp. is a fully regulated utility holding company, serving approximately six million customers in five states through its utility operations. FirstEnergy's total rate base is approximately $23 billion with about $8 billion of FERC-regulated transmissions. The principal methodology used in rating FirstEnergy Corp., Ohio Edison Company, Toledo Edison Company, and Cleveland Electric Illuminating Company (The) was Regulated Electric and Gas Utilities published in June 2017. The principal methodology used in rating FirstEnergy Transmission was Regulated Electric and Gas Networks published in March 2017. FOREVER 21: DOJ Objects to 11% Administrative Expenses Payment -------------------------------------------------------------- Leslie A. Pappas of Bloomberg Law reports that the Department of Justice objected to the proposal of Forever 21 to pay 11% of the $250 million administrative expenses. A plan by fashion retailer Forever 21's bankruptcy estate that would pay just 11% of nearly $250 million in administrative expenses lacks transparency and important disclosures for creditors, the Justice Department's bankruptcy watchdog said. Forever 21 has proposed a "heads I win, tails you lose" process for repayment of administrative expenses—such as taxes, attorneys' fees, accounting fees—that would result in confusion for creditors, the U.S. Trustee's Office said in Nov. 25, 2020 court filings in the U.S. Bankruptcy Court for the District of Delaware. Several vendors also objected to the Forever 21's motion filed Nov. 5, 2020. About Forever 21 Forever 21 is founded in 1984 by South Korean husband and wife team Do Won Chang and Jin Sook Chang and headquartered in Los Angeles, California. Forever 21, Inc. -- http://www.forever21.com/-- is a fast fashion retailer of women's, men's and kids clothing and accessories and is known for offering the hottest, most current fashion trends at a great value to consumers. Forever 21 delivers a curated assortment of new merchandise brought in daily. Forever 21, Inc. and seven of its U.S. subsidiaries each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-12122) on Sept. 29, 2019. According to the petition, Forever 21 has estimated liabilities on a consolidated basis of between $1 billion and $10 billion against assets of the same range. As of the bankruptcy filing, the Debtors operated 534 stores under the Forever 21 brand in the U.S. and 15 stores under beauty and wellness brand, Riley Rose. The Debtors tapped Kirkland & Ellis LLP as legal advisor; Alvarez & Marsal as restructuring advisor; and Lazard as investment banker; and Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel. Prime Clerk is the claims agent. Andrew Vara, acting U.S. trustee for Region 3, appointed a committee of unsecured creditors on Oct. 11, 2019. The committee is represented by Kramer Levin Naftalis & Frankel LLP and Saul Ewing Arnstein & Lehr LLP. Counsel to the administrative agent under the Debtors' prepetition revolving credit facility and the Debtors' DIP ABL financing facility are Morgan, Lewis & Bockius LLP and Richards, Layton & Finger, PA. Counsel to the administrative agent under the Debtors' DIP term loan facility is Schulte Roth & Zabel LLP. * * * In February 2020, the company was purchased by a consortium that includes Authentic Brands Group, Simon Property Group and Brookfield Property Partners for $81.1 million. As part of the deal, ABG and Simon will each own 37.5% of the fast-fashion retailer, while Brookfield controls the remaining 25% of Forever 21's operating and intellectual property businesses. FOURTH QUARTER: Cornerstone Says Disclosures Insufficient --------------------------------------------------------- The Cornerstone Commercial Mortgages objects to Fourth Quarter Properties XXXVIII, LLC's Disclosure Statement. Cornerstone points out that the Debtor has failed to provide adequate information in its Disclosure Statement: * The Debtor has failed to disclose sufficient information concerning the marketability of the property and Debtor's Plan to market the property. * The Debtor has failed to disclose the source of funds for maintenance and administrative expenses. * The Debtor has failed to disclose sufficient facts for a creditor to determine whether the Plan is confirmable. Attorneys for Cornerstone Commercial Mortgages, LLC: AARON M. KAPPLER MICHAEL B. PUGH WILLIAM J. DIEHL THOMPSON, O'BRIEN, KEMP & NASUTI, P.C. 40 Technology Parkway South, Suite 300 Peachtree Corners, Georgia 30092 Telephone: (770) 925-0111 E-mail: akappler@tokn.com mpugh@tokn.com wdiehl@tokn.com About Fourth Quarter Properties XXXVIII Fourth Quarter Properties XXXVIII, LLC, is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)), whose principal assets are located at 45, 47 and 49 Ansley DriveNewnan, Ga. The Debtor previously sought bankruptcy protection (Bankr. N.D. Ga. Case No. 13-10585) on March 5, 2013. Fourth Quarter Properties most recenlty filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 20-10883) on June 1, 2020. Judge W. Homer Drake oversees the case. In the petition signed by Stanley E. Thomas, manager, the Debtor was estimated $10 million to $50 million in both assets and liabilities. David L. Bury, Jr., Esq., at Stone & Baxter, LLP, is the Debtor's bankruptcy counsel. FOURTH QUARTER: Creditors to Get Paid from Property Sale Proceeds ----------------------------------------------------------------- Fourth Quarter Properties XXXVIII, LLC, a First Amended Plan of Reorganization and a corresponding Disclosure Statement. Holders of Allowed General Unsecured Claims in Class 7 will receive, within 60 days after the termination of the Marketing & Sale Period, each Holder's Pro Rata share of the Reorganized Debtor's net liquidation value. Holders of Allowed Claims in Class 7 and Class 8 will share in such distribution Pro Rata based on the amount of their respective Allowed Unsecured Claims. The Allowed Unsecured Deficiency Claims of the Holders of Allowed Secured Claims in Classes 1, 2, 3(a), 3(b), and 4, if any, shall be paid as provided in Class 7. Holders of Allowed Claims in Class 7 and Class 8 will share in such distribution Pro Rata based on the amount of their respective Allowed Unsecured Claims. The Equity Interest Holders of the Debtor shall not retain or receive any property under this Plan on account of such interests, provided, however, that such equity interests shall not be deemed cancelled until final federal and state tax returns are filed by the Debtor and all property to be sold under the Plan is conveyed in accordance with applicable law. The Plan contemplates that, before Confirmation, the Debtor will market the Property for sale and propose sales free clear of all liens, claims, and interests with the Net Proceeds to be distributed to creditors with Allowed Secured Claims in order of such creditors' Bankruptcy Court-determined lien priority. Such marketing and sale process shall be continued after Confirmation as more particularly described in the Claims Treatment Chart and during the Marketing & Sale Period. The Debtor proposes to market and sell all of its Real Property and Leasehold Property and, during such marketing and sale process, satisfy all of the Debtor's operating costs and Plan payment obligations out of, as applicable, incoming rents and borrowings under any Court-authorized DIP financing. A full-text copy of the first amended plan dated October 8, 2020, is available at https://tinyurl.com/yymrb98q from PacerMonitor.com at no charge. Counsel to Debtor: Ward Stone, Jr. David L. Bury, Jr. Matthew S. Cathey Stone & Baxter, LLP Fickling & Co. Building, Suite 800 577 Mulberry Street Macon, Georgia 31201 About Fourth Quarter Properties XXXVIII Fourth Quarter Properties XXXVIII, LLC, is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)), whose principal assets are located at 45, 47 and 49 Ansley DriveNewnan, Ga. The Debtor previously sought bankruptcy protection (Bankr. N.D. Ga. Case No. 13-10585) on March 5, 2013. Fourth Quarter Properties most recenlty filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 20-10883) on June 1, 2020. Judge W. Homer Drake oversees the case. In the petition signed by Stanley E. Thomas, manager, the Debtor was estimated $10 million to $50 million in both assets and liabilities. David L. Bury, Jr., Esq., at Stone & Baxter, LLP, is the Debtor's bankruptcy counsel. FRANCESCA'S HOLDINGS: Prepping for Chapter 11 Bankruptcy Filing --------------------------------------------------------------- Francesca's Holdings Corp. is preparing to file for bankruptcy, Lauren Coleman-Lochner and Eliza Ronalds-Hannon of Bloomberg News reported, citing people with knowledge of the matter. The boutique-style women's clothing chain could file as soon as next week, said the people, who asked not to be identified because the process isn’t public. The timing and plan could still change. The move would come as the retail sector's holiday shopping season kicks into high gear. The firm would be the latest of roughly three dozen chains that have sought bankruptcy protection in the U.S. in 2020. About Francesca's Holdings 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 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. FREE FLOW: Posts $28K Net Loss in Third Quarter ----------------------------------------------- Free Flow, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $27,616 on $79,456 of sales for the three months ended Sept. 30, 2020, compared to net profit of $32,584 on $107,741 of sales for the three months ended Sept. 30, 2019. For the nine months ended Sept. 30, 2020, the Company reported net income of $77,455 on $360,236 of sales compared to a net loss of $60,041 on $255,310 of sales for the same period during the prior year. As of Sept. 30, 2020, the Company had $1.94 million in total assets, $1.49 million in total liabilities, $330,000 in series B redeemable preferred stock, $470,935 in series C redeemable preferred stock, and a total stockholders' deficit of $348,594. Going Concern The Company has established itself as a stable ongoing business entity with established revenues sufficient to cover its operating costs and allow it to continue as a going concern. However, the ability of the Company to continue as a going concern is also dependent on the Company obtaining adequate Sales so that the Company can liquidate its inventories and continue as a going business. Free Flow said, "In order to continue as a going concern, the Company will need, among other things, Sales of its product lines. Management has obtained such sales through Internet sales and marketing companies who specialize in promotion of such businesses. Management has obtained capital from commercial lines of credits and significant shareholders sufficient to meet its minimal operating expense and is expecting that cash flow from sales will soon be available to augment the operating capital needs. However, management cannot provide an assurance that the Company will be successful in accomplishing any of its plans as, in most of the businesses, market circumstances could change. "The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually reaching is targeted sales level." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1543652/000109690620000296/fflo_10q.htm About Free Flow Free Flow, Inc. is focused on developing the solar energy business along with pharmaceutical (skin care product line). Free Flow began with focus on the sale of solar panels to the agriculture sector, providing alternate means of electricity to operate pumps for water wells in India and Pakistan. Free Flow stated in its 2019 Annual Report that, "Future issuances of the Company's equity or debt securities will be required for the Company to continue to finance its operations and continue as a going concern. The Company's present revenues are insufficient to meet operating expenses. The financial statement of the Company has been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses of $559,705 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties." FREEDOM COMMUNICATIONS: March 17 Continued Hearing on Disclosures ----------------------------------------------------------------- Judge Mark S. Wallace has entered an order continuing the hearing on the First Amended Disclosure Statement of Freedom Communications, Inc., to March 17, 2021 at 9:00 a.m. The hearing was continued to permit proceedings to move forward with respect to the estimation of the CDTFA's claim. The California Department of Tax and Fee Administration ("CDTFA"), successor agency to the State Board of Equalization, filed the lone objection to the First Amended Disclosure Statement for Joint Chapter 11 Plan of Liquidation Proposed by Debtors and Official Committee of Unsecured Creditors. The CDTFA notes that the estate would be $4.5 million short of complying with provisions of 11 U.S.C. Sec. 1129 which require payment as of the effective date of the plan to certain claimants. Apparently, the shortfall is to be funded by $4.5 million in California state-level tax refunds. But the Amended Disclosure Statement, in its discussion about "Retained Rights of Action," reveals that a recovery of $4.5 million in tax refunds is far from certain. "The Amended Disclosure Statement makes clear that obtaining the sufficient funds required by the Amended Plan and the Bankruptcy Code will depend in large part, on whether Debtors can obtain a $4.5 million tax refund from CDTFA. [Dkt. No. 1696 at 39-40.] Notably missing from the Amended Disclosure Statement is any discussion on when Debtors believe they can conclude their refund claim against CDTFA. The reality is that Debtors are only in the preliminary stages of their state-level administrative refund action. [Id.] Such conditions render the effective date illusory and unreasonable as Debtors may never reach an effective date by reason of a failure to accumulate sufficient funds to make the payments otherwise contemplated by the Amended Plan," the CDTFA said. About Freedom Communications Headquartered in Santa Ana, Calif., Freedom Communications, Inc., owned two daily newspapers -- The Press-Enterprise in Riverside, California and The Orange County Register in Santa Ana, California. Freedom Communications and 24 of its affiliates sought Chapter 11 bankruptcy protection in California with the intention of selling their assets to a group of local investors led by Rich Mirman, Freedom's chief executive officer and publisher. Freedom Communications, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr. C.D. Cal. Lead Case No. 15-15311) on Nov. 1, 2015. In the petition signed by Richard E. Mirman, the CEO, Freedom Communications Holdings estimated assets and liabilities in the range of $10 million to $50 million. William N. Lobel, Esq., Alan J. Friedman, Esq., Beth E. Gaschen, Esq., and Christopher J. Green, Esq., at Lobel Weiland Golden Friedman LLP, serve as the Debtors' counsel. The Debtors employed Shulman Hodges & Bastian LLP, as general insolvency counsel; GlassRatner Advisory & Capital Group LLC as financial advisor and consultant; and Donlin, Recano & Company, Inc., as the noticing, claims and balloting/ solicitation agent. FTI Consulting, Inc. was tapped to review Pension Benefit Guaranty Corporation (PBGC) Claims. The Debtors tapped Robert J. Feinstein, Esq. and Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP, as counsel; and The Law Offices of A. Lavar Taylor LLP as special tax counsel. FREEMAN MOBILE: Ally Bank Says Plan Disclosures Inadequate ---------------------------------------------------------- Ally Bank, filed its objection to approval of Freeman Mobile Orthodontics PLLC, Freeman Orthodontics, P.A., and Interstellar Disruption, LLC's Disclosure Statement. Ally Bank points out that on August 17, 2020, the Debtor filed its Disclosure Statement, which indicated that Debtor was seeking to value Ally's claims in Class 5 against Interstellar into an allowed secured claim of $5,000 by valuing both vehicles at $2,500. No evidence of value was given by Debtor's and Ally values each vehicle at $8,750 based upon clean NADA value and therefore the disclosure statement provides inadequate information in violation of 11 USC 1125. Ally Bank has no record of receiving any of the four Chevy Sparks back from the Debtors referenced in this Jointly Administered case. Attorney for Secured Creditor: Steven G. Powrozek Shapiro, Fishman & Gaché, LLP 4630 Woodland Corporate Blvd. Suite 100 Tampa, FL 33614 Telephone: 813-367-5813 Fax: (813) 880-8800 E-mail: spowrozek@logs.com About Freeman Mobile Orthodontics Freeman Orthodontics is a Fort Lauderdale, Florida-based orthodontics specialist that provides cutting-edge, high quality and friendly orthodontic care to patients in different communities in Florida. It takes price in providing patients with specialized and personalized service because it recognizes the different needs of patients. It features the newest technological advances in dental industry like brackets, braces, clear aligners, accelerated orthodontics, and many more. Freeman Mobile Orthodontics PLLC and affiliate Freeman Orthodontics, P.A., sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 20-15408) on May 17, 2020. Affiliates Interstellar Disruption LLC, Freeman Holdings LLC, Freeman Holdings II LLC and FWP Realty Holdings also sought bankruptcy protection. On May 17, 2020, Christoper Scott Freeman, the lead orthodontics at the practice, also filed a personal Chapter 11 case. He disclosed $13 million in liabilities, including four bank loans worth $12.6 million. The Hon. Scott M. Grossman is the case judge. The Debtors hired Wernick Law, PLLC, as counsel. FREEMAN MOBILE: Bank of America Objects to Joint Plan & Disclosure ------------------------------------------------------------------ Secured creditor Bank of America N.A. (BANA) objects to the Joint Disclosure Statement and Joint Plan of Freeman Mobile Orthodontics, PLLC and its Debtor Affiliates. BANA claims that the Disclosure Statement submitted by the Debtor does not provide adequate information to allow BANA or other creditors (including a hypothetical investor of any class) to make an informed decision with respect to the proposed Plan. BANA points out that the Disclosure Statement fails, inter alia, to provide sufficient information regarding the valuation of BANA's secured claim (including the valuation of the Real Property), the valuation of the Debtor's receivables and other business assets and the membership interest in Freeman Ortho. BANA states that the Disclosure Statement fails to provide any treatment for BANA's other claims, secured by perfected security interests in Freeman Holdings I and Freeman Ortho and the interest in the rents from the Real Property. BANA asserts that the Plan plainly fails to satisfy the requirements of §1129(a)(3) and (7) as it proposes a treatment of BANA's Class 10 which is not supported by any information other than the Debtor's principal's belief as to value. BANA further asserts that the Plan fails to meet the requirements of 11 U.S.C. 1129(a)(7) as BANA has not accepted the Plan and, based on the timing of the filing of the Plan, BANA will not receive or retain property of a value equivalent to what it would receive in the case of a liquidation. A full-text copy of BANA's objection dated Oct. 1, 2020, is available at https://tinyurl.com/y4w6lm4f from PacerMonitor.com at no charge. Attorneys for Bank of America: Laudy Luna Email: ll@lgplaw.com Bankruptcy and Litigation counsel Baris J. Okcular Email: bjo@lgplaw.com LIEBLER, GONZALEZ & PORTUONDO Courthouse Tower - 25th Floor 44 West Flagler Street Miami, FL 33130 Tel: (305) 379-0400 Fax: (305) 379-9626 About Freeman Mobile Orthodontics Freeman Orthodontics is a Fort Lauderdale, Florida-based orthodontics specialist that provides cutting-edge, high quality and friendly orthodontic care to patients in different communities in Florida. It takes price in providing patients with specialized and personalized service because it recognizes the different needs of patients. It features the newest technological advances in dental industry like brackets, braces, clear aligners, accelerated orthodontics, and many more. Freeman Mobile Orthodontics PLLC and affiliate Freeman Orthodontics, P.A., sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 20-15408) on May 17, 2020. Affiliates Interstellar Disruption LLC, Freeman Holdings LLC, Freeman Holdings II LLC and FWP Realty Holdings also sought bankruptcy protection. On May 17, 2020, Christoper Scott Freeman, the lead orthodontics at the practice, also filed a personal Chapter 11 case. He disclosed $13 million in liabilities, including four bank loans worth $12.6 million. The Hon. Scott M. Grossman is the case judge. The Debtors hired Wernick Law, PLLC, as counsel. FREEMAN MOBILE: Jan. 28, 2021 Plan & Disclosure Hearing Set ----------------------------------------------------------- On August 17, 2020, Debtors Freeman Mobile Orthodontics PLLC, Freeman Orthodontics, P.A., and Interstellar Disruption, LLC filed with the U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, a Disclosure Statement with respect to a Plan. On Nov. 20, 2020, Judge Scott M. Grossman conditionally approved the Disclosure Statement and ordered that: * January 28, 2021 at 1:30 p.m. by video conference is the hearing on final approval of the disclosure statement and confirmation of the plan. * January 21, 2021 is fixed as the last day for filing written acceptances or rejections of the plan. * January 25, 2021 is fixed as the last day for filing and serving written objections to the disclosure statement and confirmation of the plan. * January 14, 2021 is fixed as the last day for filing fee applications. A full-text copy of the order dated November 20, 2020, is available at https://tinyurl.com/y4kfh9cb from PacerMonitor at no charge. 45-Day Delay The Debtors moved the Court to enter an Order continuing the hearing on the disclosure statement then set for October 6, 2020 for 45 days. The Debtors explained that on Oct. l, 2020, Bank of America N.A. filed objections to the Disclosure Statement and Plan. In addition, negotiations with Woodforest Bank are ongoing and require additional time to complete, which will have a material effect on the plan and disclosure statement. Furthermore, the Subchapter V trustee has expressed his concerns to the Debtors as to amendments needed. About Freeman Mobile Fort Lauderdale, Florida-based Freeman Mobile Orthodontics PLLC provides orthodontic care to patients in different communities in Florida. Freeman Mobile Orthodontics PLLC and affiliate Freeman Orthodontics, P.A., sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 20-15408) on May 17, 2020. Affiliates Interstellar Disruption LLC, Freeman Holdings LLC, Freeman Holdings II LLC and FWP Realty Holdings also sought bankruptcy protection. On May 17, 2020, Christopher Scott Freeman, the lead orthodontics at the practice, also filed a personal Chapter 11 case. He disclosed $13 million in liabilities, including four bank loans worth $12.6 million. The Hon. Scott M. Grossman is the case judge. The Debtors hired Wernick Law, PLLC, as counsel. FRUTTA BOWLS: Trustee's Auction of All Assets Set for Dec. 17 ------------------------------------------------------------- Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the District of Jersey authorized the bidding procedures proposed by Andrea Dobin, the Chapter 11 Trustee of Frutta Bowls Franchising, LLC, relating to the sale of substantially all assets to Frutta Bowls Franchisor, LLC or its designee for $400,000, subject to overbid. A hearing on the Motion is set for Nov. 25, 2020, at 11:30 a.m. The salient terms of the Bidding Procedures are: a. Bid Deadline: Dec. 10, 2020, by 5:00 p.m. b. Initial Bid: At least $425,000, plus additional consideration for the outstanding accounts receivable, on same or improved terms as Purchaser's offer c. Deposit: $50,000 ($40,000 for the Transferred Assets; $10,000 for accounts receivable) d. Auction: The auction will be conducted on Dec. 17, 2020, at 10:00 a.m. or at a time designated by the Court. The manner of conducting the Auction will be determined at a later date after the number of Qualified Bidders is established. The process will be consistent with the Court's COVID-19 protocols and notions of due process and fairness. If the Trustee does not receive a qualified bid on or before the Bid Deadline, she will not conduct the Auction and will designate Purchaser’s bid as the successful bid. e. Bid Increments: $5,000 f. Sale Hearing: A hearing to confirm the results of the Auction, if any, and/or to approve the sale of the Property will be conducted immediately following the Auction, or as soon thereafter as is practical. g. Sale Objection Deadline: h. Closing: In the event that an Auction is conducted and if the Successful Bidder named at the Auction fails to consummate the transaction provided for in the Competing Agreement of Sale, as applicable, the Trustee will process a sale to the Back-Up Bidder in accordance with the terms of the applicable agreement, and the Successful Bidder will be liable for and forfeit any Deposit. Similarly, if the Back-Up Bidder fails to consummate the transaction provided for in a Competing Agreement of Sale, as applicable, it too will be liable for and forfeit any Deposit. The sale of the Transferred Assets is subject to the entry of an Order by the Court: (a) approving the sale and transfer of the Transferred Assets, free and clear of all liens, claims and encumbrances; (b) authorizing the assumption and assignment of executory contracts; and (c) granting related relief. The sale will "as is, where is," free and clear of all liens, claims, interests and encumbrances. About Frutta Bowls Franchising Frutta Bowls Franchising is a fast-casual franchise committed to becoming an active lifestyle brand within every local community. Frutta Bowls filed a voluntary Chapter 11 petition (Bankr. D.N.J. Case No. 19-13230) on Feb. 15, 2019, listing under $1 million in both assets and liabilities. The case is assigned to Judge Michael B. Kaplan. Spadea Lignana is the Debtor's counsel. A committee of unsecured creditors was appointed in the Debtor's case. Porzio, Bromberg & Newman, P.C., is the committee's counsel. FURNITURE FACTORY: American Freight Buying Substantially All Assets ------------------------------------------------------------------- Furniture Factory Ultimate Holding, L.P. and its affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize the sale of substantially all assets to American Freight FFO, LLC, subject to overbid. In exchange, American Freight will pay a purchase price, consists of (i) credit bid a portion of the Secured Debt in an amount of $7 million, (ii) credit bid up to the amount of all outstanding obligations under the DIP Agreement as of the Closing Date, and (iii) make a cash payment to the Sellers in an amount of $739,000 to fund the wind-down of the Sellers' estates and the closure of the Chapter 11 Cases. Prior to the governmental mandated COVID-19 shutdown, the Debtors operated 68 locations. As a consequence of the required shutdowns and the concomitant massive reduction in revenue and available liquidity, the Debtors permanently closed 37 locations. As of the Petition Date the Debtors are operating 31 locations and their bedding manufacturing facility. During the months prior to the Petition Date, the Debtors determined that a sale of substantially all of their assets (i.e., the Business) as a going concern would maximize the value of their estates for the benefit of their creditors and other stakeholders. To that end, in June 2020, the Debtors engaged FocalPoint Securities, LLC as their proposed investment banker to locate investors and to assist in the evaluation of strategic alternatives, including the sale of the Debtors or their assets. They tasked FocalPoint with marketing their assets for sale as a going concern. FocalPoint prepared marketing materials intended for distribution to prospective buyers of the Debtors' assets. In addition, FocalPoint worked with the Debtors to develop a list of suitable potential buyers to be contacted on a discreet and confidential basis, after approval by the Debtors. In addition, the Debtors commenced negotiations with American Freight to serve as a "stalking horse purchaser" for the proposed sale. As a product of these negotiations, the Debtors and American Freight entered into the Asset Purchase Agreement dated Nov. 4, 2020. In the interim, however, the Debtors continued to suffer a drain on cash flow and lacked a source of long-term additional liquidity. Due to their cash position and lack of realistic, viable alternatives, it became apparent that the most effective way to maximize the value of the Debtors' estates for the benefit of their stakeholders was to continue the sale process through chapter 11. Accordingly, FocalPoint continues to market the Debtors' assets postpetition for sale to potential purchasers other than the Stalking Horse Purchaser, with the Stalking Horse Purchaser serving as a bidding floor. Filed contemporaneously with the Motion is the Debtors' Sale Procedures Motion. The Sale Procedures Motion asks approval of, among other things, the Sale Procedures and Contracts Procedures. The Sale Procedures provide for, among other things, the requirements for Qualified Bidders to submit Qualified Bids (with the Stalking Horse Purchaser serving as an automatically Qualified Bidder and the Stalking Horse Purchase Agreement as an automatically Qualified Bid) and participate in an Auction, to the extent necessary. The Contracts Procedures provide for, among other things, the deadlines and requirements for the Debtors to assume and assign executory contracts and unexpired leases. The sale process is supported by the DIP Lender, who do not object to the use of its Cash Collateral and is lending the Debtors additional amounts under the DIP Facility to enable the Debtors' continued operation in the ordinary course of business post-petition and to continue and effectuate the contemplated sale process. The Sale Procedures (together with the Stalking Horse Agreement) provide for a process by which the Debtors can achieve the highest and best value for the sale of their Business on the quickest timeline possible. The Stalking Horse Agreement is an integral part of the Sale Procedures and confers several substantial benefits on the Debtors' estates. The Stalking Horse Agreement allows the Debtors to continue pursuing a sale of the Purchased Assets while at the same time locking in a purchase price of approximately $12 million for the Purchased Assets in the form of a credit bid plus certain additional cash to fund a wind-down of the Debtors' Chapter 11 Cases. Perhaps most importantly, the Stalking Horse Agreement includes a commitment from the Stalking Horse Bidder to maintain existing operations and employ substantial number of the Debtors' existing employees without disrupting operations. To facilitate and effectuate the sale of the Purchased Assets, the Debtors ask authority to assume and assign various Assumed Contracts to the Stalking Horse Purchaser (or other Prevailing Bidder, if any, to the extent required by such Prevailing Bidder) under the Contract Procedures. By the Sale Motion, the Debtors ask the entry of the Sale Order: (a) approving the Stalking Horse Agreement (or an asset purchase agreement to a third party Prevailing Bidder at Auction) and authorizing the sale of the Purchased Assets outside the ordinary course of business; (b) authorizing the Sale free and clear of all Liens, Claims, interests, and encumbrances (other than Permitted Liens and the Assumed Liabilities); (c) authorizing the assumption and assignment of certain Assumed Contracts; and (d) granting related relief. Finally, the Debtors ask the Court to waive the 14-day stay under Bankruptcy Rules 6004(h) and 6006(d). A copy of the APa is available for free at https://tinyurl.com/y6r9xplw from PacerMonitor.com free of charge. The Purchaser: AMERICAN FREIGHT FFO, LLC 680 Sunbury Road Delaware, OH 43015 Attn: William A. Powell, President and CEO AMERICAN FREIGHT FFO, LLC E-mail: WPowell@americanfreight.us The Purchaser is represented by: TROUTMAN PEPPER HAMILTON SANDERS, LLP 600 Peachtree Street NE, Suite 3000 Atlanta, GA 30308 Attn: Matthew R. Brooks, Esq. David B. Stratton, Esq. E-mail: matthew.brooks@troutman.com david.stratton@troutman.com About Furniture Factory Outlet Furniture Factory Outlet, LLC retails furniture and accessories products and serves customers in the United States. It was founded in 1984 in Muldrow, Okla., around an original concept of providing quality furniture at highly competitive prices with its "lowest price every day" guarantee. Furniture Factory and its affiliates, including Furniture Factory Outlet, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12816) on Nov. 5, 2020. Furniture Factory was estimated to have $10 million to $50 million in assets and liabilities. The Hon. John T. Dorsey is the case judge. The Debtors tapped Klehr Harrison Harvey Branzburg LLP as legal counsel, Focalpoint Securities LLC as investment banker, and RAS Management Advisors LLC as restructuring advisor. Stretto is the claims agent. GASTON ENTERPRISES: Gets OK to Hire Sacks Tierney as Counsel ------------------------------------------------------------ Gaston Enterprises, LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to hire Sacks Tierney P.A. as its legal counsel. Sacks Tierney will assist the Debtor in all matters associated with its Chapter 11 bankruptcy proceeding, represent the Debtor in all hearings before the court, and negotiate and resolve all issues related to its Chapter 11 proceeding. The firm's normal hourly rates range from $325 to $545 per hour for partners, from $240 to $345 per hour for associates, and from $185 to $220 per hour for paralegal assistants. Sacks Tierney will also be reimbursed for out-of-pocket expenses incurred. Randy Nussbaum, Esq., a partner at Sacks Tierney, assured the court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Sacks Tierney can be reached at: Randy Nussbaum, Esq. Philip R. Rudd, Esq. Sierra M. Minder, Esq. Sacks Tierney P.A. 4250 N. Drinkwater Blvd., 4th Floor Scottsdale, AZ 85251-3693 Tel: (480) 425-2600 Fax: (480) 970-4610 Email: Randy.Nussbaum@SacksTierney.com Philip.Rudd@SacksTierney.com Sierra.Minder@SacksTierney.com About Gaston Enterprises, LLC Gaston Enterprises, LLC is engaged in activities related to real estate. Gaston Enterprises filed its voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Ariz. Case No. 20-12056) on Nov. 2, 2020. Samuel M. Gaston, managing member, signed the petition. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Brenda K. Martin oversees the case. Randy Nussbaum, Esq., at Sacks Tierney P.A., represents the Debtor as counsel. GB SCIENCES: Agrees to Settle Iliad Lawsuit Judgment for $3 Million ------------------------------------------------------------------- GB Sciences, Inc. issued an 8% Convertible Promissory Note on April 23, 2019, in the face amount of $2,765,000 to Iliad Research and Trading, L.P. On April 22, 2020, the Company defaulted on its obligation to pay the Note by that date. Based upon the default, Iliad filed a lawsuit against the Company in the Third Judicial District Court of Salt Lake County, State of Utah. On July 14, 2020, the Court issued a judgment in favor of Iliad in the amount of $3,264,594. The Company agrees to pay Iliad $3,006,014 on or before Dec. 8, 2020, in exchange for full settlement of the Judgment. In addition to the Company and Iliad, the Agreement was signed by Wellcana Plus LLC. Wellcana has an obligation to pay the Company $4,350,000 on or before Dec. 8, 2020. By signing the Agreement, Wellcana agreed to pay $3,006,014 of what it owes the Company, directly to Iliad to satisfy the Company's obligation to Iliad. About GB Sciences GB Sciences, Inc., seeks to be a biopharmaceutical research and cannabinoid-based drug development company whose goal is to create patented formulations for safe, standardized, cannabinoid therapies that target a variety of medical conditions in both the pharmaceutical and wellness markets. The Company is engaged in the research and development of cannabinoid medicines and plans to produce cannabinoid therapies for the wellness markets based on its portfolio of intellectual property. GB Sciences reported a net loss of $13.11 million for the year ended March 31, 2020, compared to a net loss of $24.68 million for the year ended ended March 31, 2019. As of Sept. 30, 2020, the Company had $14.25 million in total assets, $16.60 million in total liabilities, and a total stockholders' deficit of $2.35 million. Assurance Dimensions, in Margate, Florida, the Company's auditor since 2019, issued a "going concern" qualification in its report dated Aug. 27, 2020, citing that the Company has suffered recurring losses. For the year ended March 31, 2020 the Company had a net loss, had net cash used in operating activities of $4,479,713, and had negative working capital of $3,884,877. These factors raise substantial doubt about its ability to continue as a going concern. GB SCIENCES: Leslie Bocskor Quits From Board of Directors --------------------------------------------------------- Mr. Leslie Bocskor resigned his position as a member of the board of directors of GB Sciences, Inc., effective Nov. 23, 2020, to pursue other business interests. The Company wishes Mr. Bocskor every success in his future endeavors. About GB Sciences GB Sciences, Inc., seeks to be a biopharmaceutical research and cannabinoid-based drug development company whose goal is to create patented formulations for safe, standardized, cannabinoid therapies that target a variety of medical conditions in both the pharmaceutical and wellness markets. The Company is engaged in the research and development of cannabinoid medicines and plans to produce cannabinoid therapies for the wellness markets based on its portfolio of intellectual property. GB Sciences reported a net loss of $13.11 million for the year ended March 31, 2020, compared to a net loss of $24.68 million for the year ended ended March 31, 2019. As of Sept. 30, 2020, the Company had $14.25 million in total assets, $16.60 million in total liabilities, and a total stockholders' deficit of $2.35 million. Assurance Dimensions, in Margate, Florida, the Company's auditor since 2019, issued a "going concern" qualification in its report dated Aug. 27, 2020, citing that the Company has suffered recurring losses. For the year ended March 31, 2020 the Company had a net loss, had net cash used in operating activities of $4,479,713, and had negative working capital of $3,884,877. These factors raise substantial doubt about its ability to continue as a going concern. GENERAL CANNABIS: All Five Proposals Passed at Annual Meeting ------------------------------------------------------------- At General Cannabis Corp.'s 2020 Annual Meeting held on Nov. 23, 2020, the Company's shareholders: (a) elected Carl J. Williams, Steve Gutterman, Adam Hershey, Barker J. Dalton, and Richard Travia to the Company's board of directors, each to hold office for a one-year term and until the 2021 annual meeting or until his successor is duly elected and qualified; (b) approved, on an advisory basis, the Company's named executive officer compensation; (c) approved an amendment to the Company's Amended and Restated Articles of Incorporation that increases the aggregate number of shares of common stock that the Company has the authority to issue from 100,000,000 shares of common stock to 200,000,0000 shares; (d) approved the General Cannabis Corp 2020 Omnibus Incentive Plan; and (e) ratified the appointment of Marcum, LLP as the independent registered public accounting firm of the Company for the year ending Dec. 31, 2020. 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 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. 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. GREEK CHEFS: Seeks to Hire Morrison Tenenbaum as Legal Counsel -------------------------------------------------------------- The Greek Chefs Inc. d/b/a Souvlaki Palace seeks authority from the US Bankruptcy Court for the Eastern District of New York to hire Morrison Tenenbaum PLLC as its counsel. The firm will render the following professional services: a. advise the Debtor with respect to its powers and duties; b. assist in any amendments of schedules and other financial disclosures; c. negotiate with the Debtor's creditors and take the necessary legal steps to consummate a plan of reorganization; d. prepare legal papers; e. appear before the bankruptcy court to represent and protect the interests of the Debtor and its estate; and f. perform all other legal services for the Debtor. The firm's hourly billing rates are as follows: Lawrence F. Morrison $525 Brian J. Hufnagel $425 Associates $380 Paraprofessionals $175 On or about Sept. 14, 2020, the firm received a retainer in the amount of $12,500 from Peter Mantalvanos. Lawrence Morrison, Esq., a founding partner at Morrison Tenenbaum, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lawrence Morrison, Esq. Brian J. Hufnagel, Esq. MORRISON TENENBAUM PLLC 87 Walker Street, Floor 2 New York, NY 10013 Telephone: (212) 620-0938 E-mail: lmorrison@m-t-law.com bjhufnagel@m-t-law.com About The Greek Chefs Inc. d/b/a Souvlaki Palace The Greek Chefs Inc. d/b/a Souvlaki Palace sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-72992) on Sept. 17, 2020, listing under $1 million in both assets and liabilities. Lawrence F. Morrison, Esq. at MORRISON TENENBAUM, PLLC, serves as the Debtor's counsel. GREENPOINT TACTICAL: Committee Seeks to Hire Financial Advisor -------------------------------------------------------------- The official committee of equity security holders appointed in the chapter 11 cases of Debtors Greenpoint Tactical Income Fund, LLC and GP Rare Earth Trading Account LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to employ Phoenix Management Services, LLC as financial advisor. Phoenix Management Services will render these services to the committee: (a) analyze and advise the committee on issues and matters relevant to these cases; and (b) provide testimony related to the Plan or confirmation thereof in a deposition or before the Court or other court of proper jurisdiction in connection with the same. Michael Jacoby, a shareholder of Phoenix, will be primarily responsible for providing the committee with the services set forth herein. Mr. Jacoby's standard hourly rate is $695 per hour and Phoenix has agreed that other personnel involved in this matter will charge no more than $550 per hour. Other Phoenix personnel who may assist in this engagement and their current standard hourly rates are: Senior Managing Directors $495 - $795 Senior Advisors $400 - $650 Managing Directors $405 - $625 Senior Directors $395 - $575 Directors $350 - $450 Vice Presidents & Sr. Associates $250 - $425 Analysts/Associates $150 - $325 Administrative Staff $75 - $250 In addition, the Debtors shall pay all expenses incurred by the firm in connection with services related to this engagement. Mr. Jacoby disclosed in court filings that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code and does not hold or represent any interest adverse to the committee or the unsecured creditors of the Debtors' estates; or represent any other entity in connection with these cases having an interest adverse to the committee. The firm can be reached through: Michael Jacoby PHOENIX MANAGEMENT SERVICES, LLC 110 Commons Court Chadds Ford, PA 19317 Telephone: (610) 358-4700 E-mail: mjacoby@phoenixmanagement.com About Greenpoint Tactical Income Fund Greenpoint Tactical Income Fund LLC is a Wisconsin limited liability company with its principal place of business in Madison, Wisconsin. Greenpoint Tactical Income Fund is a private investment fund. GP Rare Earth Trading Account LLC is a wholly owned subsidiary of Greenpoint Tactical Income Fund. GP Rare Earth is the entity that holds the gems and minerals. Greenpoint Tactical Income Fund LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wis. Case No. 19-29613) on October 4, 2019. The petition was signed by Honorable Michael G. Halfenger. At the time of filing, Greenpoint Tactical estimated assets of $100 million to $500 million and liabilities of $10 million to $50 million. GP Rare Earth estimated assets of $100 million to $500 million and liabilities of $10 million to $50 million. The Debtors are represented by Steinhilber Swanson LLP. On December 5, 2019, the Office of the United States Trustee appointed an official committee of equity security holders of these chapter 11 cases. The committee tapped Phoenix Management Services, LLC as financial advisor. GREGORY G. SMITH: Hires Meegan Hanschu as Legal Counsel ------------------------------------------------------- Gregory G. Smith, M.D., A Professional Corporation, seeks authority from the US Bankruptcy Court for the Eastern District of California to hire Meegan, Hanschu & Kassenbrock as its legal counsel. The firm is expected to: a) give the Debtor legal advice with respect to its duties and powers as a debtor-in-possession and in respect to the management of its property and the administration of the Chapter 11 estate; b) prepare necessary applications, schedules, answers, orders, reports, and other legal papers; c) assist the Debtor in the investigation, development, and prosecution of various claims, causes of actions, and the like; d) assist the Debtor in preparation, confirmation, and implementation of a Chapter 11 plan in its case; and e) perform all other legal services for the Debtor in connection with its Chapter 11 case. The firm's professionals and their hourly rates; Partners $400 Associates $300 Paralegals $125 The Debtor believes that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Meegan can be reached through: Anthony Asebedo, Esq. Meegan, Hanschu & Kassenbrock 11341 Gold Express Drive, Suite 110 Gold River, California 95670 Phone: 916-925-1800 Fax: 916-925-1265 About Gregory G. Smith, M.D., A Professional Corporation Gregory G. Smith, M.D., A Professional Corporation sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 20-24783) on Oct. 15, 2020, listing under $1 million in both assets and liabilities. Anthony Asebedo, Esq. at MEEGAN HANSCHU & KASSENBROCK represents the Debtor as counsel. GTT COMMUNICATIONS: Lenders & Noteholders Extend Forbearance Period ------------------------------------------------------------------- As previously disclosed, on Oct. 28, 2020, (a) GTT Communications, Inc. and the guarantors under that certain Indenture, dated as of Dec. 22, 2016, by and between the Company, as successor by merger to GTT Escrow Corporation, and Wilmington Trust, National Association, as Trustee, entered into a forbearance agreement with certain beneficial owners (or nominees, investment managers, advisors or subadvisors for the beneficial owners) of a majority of the outstanding aggregate principal amount of the Company's outstanding 7.875% Senior Notes due 2024; and (b) the Company, GTT Communications, B.V. and certain guarantors of the obligations under that certain Credit Agreement, dated as of May 31, 2018 by and among the Company and GTT B.V., as borrowers, KeyBank National Association, as administrative agent and letter of credit issuer, and the lenders and other financial institutions party thereto from time to time, entered into a Forbearance Agreement with (i) certain lenders party to the Credit Agreement, holding (A) a majority of the outstanding loans and revolving commitments under the Credit Agreement and (B) a majority of the revolving commitments under the Credit Agreement and (ii) the Agent. Between Oct. 28, 2020 and Nov. 11, 2020, certain additional beneficial owners (or nominees, investment managers, advisors or subadvisors for the beneficial owners) of the Notes executed and delivered the Notes Forbearance Agreement. As required by the Notes Forbearance Agreement, the Company paid each Additional Forbearing Noteholder a fee equal to $1.67 per $1,000 principal amount of Notes held by such Additional Forbearing Noteholder. Among other provisions, the Forbearing Noteholders and the Forbearing Lenders agreed to forbear from exercising any and all rights and remedies related to the Company's failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2020 and the Quarterly Report on Form 10-Q for the fiscal quarter ended Sept. 30, 2020 until the earlier of (i) 5:00 p.m., New York City time, on Nov. 30, 2020 and (ii) the receipt of notice from the Forbearing Noteholders or the Forbearing Lenders, as applicable, regarding their intent to terminate the applicable Forbearance Agreement upon the occurrence of certain specified forbearance defaults. The scheduled expiration time under the Notes Forbearance Agreement may be extended with the consent of Forbearing Noteholders holding more than 66.7% of the aggregate principal amount of the Notes held by all Forbearing Noteholders, provided that at least two of such consenting Forbearing Noteholders are unaffiliated. The scheduled expiration time under the Credit Facilities Forbearance Agreement may be extended with the consent of Forbearing Lenders representing (i) a majority of the outstanding loans and revolving commitments under the Credit Agreement and (ii) a majority of the revolving commitments under the Credit Agreement. On Nov. 23, 2020 and Nov. 25, 2020, the Company received notices on behalf of Requisite Forbearing Noteholders and Requisite Forbearing Lenders consenting to an extension of the scheduled expiration time under each of the Notes Forbearance Agreement and the Credit Facilities Forbearance Agreement, respectively, to 8:00 a.m., New York City time, on Dec. 14, 2020. The Company does not expect to be able to file the Q2 SEC Report or the Q3 SEC Report by the New Expiration Time, as a result of the Company's previously disclosed review of certain accounting issues, which is continuing. The Company is unable to predict specific filing dates for the Q2 SEC Report and Q3 SEC Report at this time. The Company is continuing to engage in negotiations and discussions with certain holders of the Notes and lenders under the Credit Agreement to seek the consent of (a) Noteholders holding at least a majority of the outstanding aggregate principal amount of the Notes, to amend and/or waive certain provisions of the Indenture or provide further forbearances from exercising remedies in respect thereof and (b) Lenders holding at least (1) a majority of the outstanding loans and revolving commitments under the Credit Agreement and (2) a majority of the revolving commitments under the Credit Agreement, to amend and/or waive certain provisions of the Credit Agreement or provide further forbearances from exercising remedies in respect thereof. In addition, the Company is in negotiations and discussions with certain Lenders, Noteholders and third parties regarding incremental financing to satisfy its liquidity needs until the consummation of the pending infrastructure sale transaction announced by the Company on Oct. 16, 2020. There can be no assurance, however, that the Company will be able to negotiate acceptable terms or reach any further agreements regarding such consents or incremental financing with the Noteholders, Lenders or any third parties, as applicable. About GTT GTT Communications operates a Tier 1 internet network and owns a fiber network that includes an expansive pan-European footprint and subsea cables. The Company's global network includes over 600 unique points of presence ("PoPs") spanning six continents, and the Company provides services in more than 140 countries. GTT reported a net loss of $105.9 million for the year ended Dec. 31, 2019, a net loss of $243.4 million for the year ended Dec. 31, 2018, and a net loss of $71.5 million for the year ended Dec. 31, 2017. As of March 31, 2020, the Company had $4.74 billion in total assets, $4.54 billion in total liabilities, and $196.8 million in total stockholders' equity. * * * As reported by the TCR on Sept. 22, 2020, S&P Global Ratings retained all ratings on U.S.-based internet protocol (IP) network operator GTT Communications Inc. (GTT), including the 'CCC+' issuer credit rating, on CreditWatch with negative implications. Also in September, 2020, Fitch Ratings downgraded the Long-term Issuer Default Rating (IDR) of GTT Communications, Inc. (GTT) and GTT Communications BV to 'CCC' from 'B-'. The rating action follows the company's announcement that it received a notice of default on Sept. 2, 2020 from holders representing 25% or more of outstanding principal ($575 million) of the company's senior unsecured notes, due to its noncompliance with a reporting covenant under the notes indenture that required the company to file 2Q20 financials within the stated time frame (allowing for extensions). HARTSHORNE HOLDINGS: Tribeca Says DIP Loan Remains Unpaid --------------------------------------------------------- Tribeca Global Natural Resources Limited, Equity Trustees Limited as Trustee of the Global Natural Resources Credit Fund, Tribeca Global Natural Resources Credit Master Fund, Tribeca Global Resources Credit Pty Ltd, Global Loan Agency Services Australia Nominees Pty Ltd., and SP2 Royalty Co., LLC (the "Objectors") submitted an objection to approval of the Disclosure Statement and Plan of Reorganization of Hartshorne Holdings, LLC, et al. The Objectors point out that although Debtors' Amended Plan facially creates two separate claim for the DIP Loan and the Pre-petition Secured Debt, the treatment for each is identical. This treatment ignores the fact that the DIP Loan not only constitutes a super-priority lien against all of Debtors' assets, it constitutes an allowed, super-priority administrative claim pursuant to paragraph 9 of the Order. The Objectors further point out that the DIP Loan remains unpaid. It is fully matured and Debtors failed to pay at maturity. The DIP Lenders provided notice of at such maturity, and Debtors failed to cure such default. The Objectors assert that the Debtors anticipate funding certain administrative expenses under the Carve-Out created pursuant to the DIP Order. The Prepetition Secured Lenders, the DIP Lenders, and the Debtors have fundamental differences of opinion over the funding of the Carve-Out and, whether, in fact, any Carve-Out remains available to Debtors at this time. Counsel for Tribeca Global Natural Resources Limited, Equity Trustees Limited as Trustee of the Tribeca Global Natural Resources Credit Fund, Tribeca Global Resources Credit Master Fund, Tribeca Global Resources Credit Pty Ltd, Global Loan Agency Service Australia Nominees Pty Ltd, and SP2 Royalty Co., LLC: John P. Brice WYATT, TARRANT & COMBS, LLP 250 West Main Street, Suite 1600 Lexington, Kentucky 40507-1746 Telephone: (859) 233-2012 Facsimile: (859) 259-0649 Email: lexbankruptcy@wyattfirm.com About Hartshorne Holdings Hartshorne Holdings, LLC and affiliates produce and sell thermal coal through the operation of the Poplar Grove Mine, which is part of the Buck Creek Complex located in the Illinois Coal Basin in Western Kentucky. The Buck Creek Complex includes two mines: (i) the operating Poplar Grove Mine and (ii) the permitted, but not constructed, Cypress Mine. On Feb. 20, 2020, Hartshorne Holdings, LLC and three affiliates sought Chapter 11 bankruptcy protection (Bankr. W.D. Ky. Lead Case No. 20-40133). At the time of the filing, Debtor disclosed assets of between $50 million and $100 million and liabilities of the same range. Judge Thomas H. Fulton oversees the cases. Debtors have tapped Squire Patton Boggs (US) LLP as bankruptcy counsel, Frost Brown Todd LLC as local counsel, FTI Consulting Inc. as financial advisor, and Perella Weinberg Partners LP as investment banker. Stretto is the claims agent, maintaining the page https://cases.stretto.com/hartshorne The Office of the U.S. Trustee appointed a committee of unsecured creditors on March 10, 2020. The committee is represented by Dentons Bingham Greenebaum LLP and Whiteford Taylor Preston, LLP. B. Riley FBR, Inc. is the committee's financial advisor. HARTSHORNE HOLDINGS: Unsecureds to Get Some Recoveries in Plan -------------------------------------------------------------- Hartshorne Holdings, LLC, et al. submitted a Disclosure Statement. Since the inception of these Chapter 11 Cases, the Debtors, with the assistance of PWP, and in consultation with their counsel and other advisors, investigated and analyzed a number of strategies to preserve and maximize the value of the Debtors' assets. The Debtors concluded that, under the circumstances, the best way to maximize the value of their assets for the benefit of their creditors was to conduct a sale process for such assets. The Official Committee of Unsecured Creditors recommends that holders of general unsecured claims vote to accept the Plan. The Committee and the Secured Lenders have negotiated the Committee Settlement which, if approved by the Bankruptcy Court,would allow the holders of General Unsecured Claims to receive certain recoveries. If the Committee Settlement is approved by a Final Order of the Bankruptcy Court, the Debtors will incorporate the Committee Settlement in the Disclosure Statement and the Plan, as applicable. The Committee Settlement provides as follows: (1) a claims administrator will be appointed to administer a trust estate for the benefit of holders of General Unsecured Claims and to distribute certain settlement amounts to the beneficiaries of the trust; (2) on behalf of the Secured Lenders,the Debtors or the Liquidating Trustee will pay the Claims Administrator $50,000 out of the first dollars recovered by the Liquidation Entities payable to the Secured Lenders if the APA is not approved and $65,000 if the APA is approved, (3) on behalf of the Secured Lenders, the Liquidating Entities will pay to the Claims Administrator 3% of the Net Liquidation Proceeds (as defined in the Committee Settlement) if the APA is not approved and 10% of the Net Liquidation Proceeds if the APA is approved, (4) SP2, an affiliate of the Secured Lenders, will assign to the Claims Administrator 7.5% of the Royalty Interest, in the event that the APA is not approved and 22.5% in the event that the APA is approved; (5) the Secured Lenders will provide affirmative support to a plan of liquidation of the Debtors' estates that provides for a waiver of the Chapter 5 Claims of action against the General Unsecured Creditors, the Secured Lenders, and SP2, and is otherwise acceptable to the Secured Lenders; (6) mutual releases between the Committee and the Secured Lenders; and (7) the Committee would dismiss its adversary proceeding against the Secured Lender. Treatment of Claims Class 2A DIP Loan Claims and Class 2B Secured Lenders Claims totaling $50,218 will recover 1% to 4% of their claims. Each holder of an Allowed DIP Loan Claim or Secured Lenders Claim shall receive one of the following treatments, determined at the option of the Debtors or the Liquidation Trustee, as applicable: (i) the Collateral securing such Claims to the holder of such Claims; (ii) retention of any valid Liens on Collateral, to the extent of the value of the Claim holder's interest in such Collateral as of the Confirmation Date; or (iii) such other treatment as may be agreed to by the holder of such Claim and the Debtors or the Liquidation Trustee, as applicable; and any amounts received for such Claim may be reduced by the Liquidation Trustee's expenses pursuant to the Liquidation Trust Agreement. Class 4A General Unsecured Claims Against Hartshorne Holdings, Class 4B General Unsecured Claims Against Hartshorne Group, Class 4C General Unsecured Claims Against Hartshorne Mining and Class 4D General Unsecured Claims Against Hartshorne Land -- projected to total $11,112 -- are impaired. Each holder of an Allowed General Unsecured Claim shall receive its pro rata share of the proceeds of the Liquidation Trust in excess of any amounts necessary to pay all permissible Liquidation Trust fees and expenses; and its pro rata share of the amounts described in the Committee Settlement, if such settlement is approved by the Bankruptcy Court. Class 5 Interest are impaired. On the Effective Date, all Interests shall be deemed cancelled and shall be of no further force and effect, whether surrendered for cancellation or otherwise, and there shall be no Plan Distributions to the holders of Interests. The Plan Distributions to be made in Cash under the terms of the Plan shall be funded from the Debtors' Cash on hand and applicable proceeds deriving from the sale proceeds pursuant to the De Minimis Asset Procedures Order and other sale proceeds. A full-text copy of the Disclosure Statement dated September 28, 2020, is available at https://tinyurl.com/yxj5ozt9 from PacerMonitor.com at no charge. Co-Counsel for the Debtors: Stephen D. Lerner Nava Hazan Travis A. McRoberts Kyle F. Arendsen SQUIRE PATTON BOGGS (US) LLP 201 E. Fourth Street, Suite 1900 Cincinnati, Ohio 45202 Telephone: 513.361.1200 Facsimile: 513.361.1201 Co-Counsel for the Debtors: Edward M. King Bryan J. Sisto FROST BROWN TODD LLC 400 West Market Street, Suite 3200 Louisville, Kentucky 40202 Telephone: 502.589.5400 Facsimile: 502.581.1087 About Hartshorne Holdings Hartshorne Holdings, LLC and affiliates produce and sell thermal coal through the operation of the Poplar Grove Mine, which is part of the Buck Creek Complex located in the Illinois Coal Basin in Western Kentucky. The Buck Creek Complex includes two mines: (i) the operating Poplar Grove Mine and (ii) the permitted, but not constructed, Cypress Mine. On Feb. 20, 2020, Hartshorne Holdings, LLC and three affiliates sought Chapter 11 bankruptcy protection (Bankr. W.D. Ky. Lead Case No. 20-40133). At the time of the filing, Debtor disclosed assets of between $50 million and $100 million and liabilities of the same range. Judge Thomas H. Fulton oversees the cases. Debtors have tapped Squire Patton Boggs (US) LLP as bankruptcy counsel, Frost Brown Todd LLC as local counsel, FTI Consulting Inc. as financial advisor, and Perella Weinberg Partners LP as investment banker. Stretto is the claims agent, maintaining the page https://cases.stretto.com/hartshorne The Office of the U.S. Trustee appointed a committee of unsecured creditors on March 10, 2020. The committee is represented by Dentons Bingham Greenebaum LLP and Whiteford Taylor Preston, LLP. B. Riley FBR, Inc. is the committee's financial advisor HARTSHORNE HOLDINGS: UST Says Disclosures Inadequate ---------------------------------------------------- Paul A. Randolph, the Acting United States Trustee for Region 8, objects to the adequacy of the Disclosure Statement and to the confirmation of the Joint Plan of Reorganization of Hartshorne Holdings LLC et al., and files this Objection in support thereof. The U.S. Trustee points out that the Disclosure Statement provides little additional information regarding who the non-debtor third parties are who would gain the benefit of the proposed releases, what claims are being released, or what third parties hold those claims. The U.S. Trustee objects to the final approval of the Debtors Disclosure Statement as it lacks sufficient adequate information and the underlying plan is unconfirmable. The U.S. Trustee asserts that the Plan confirmation should be denied due to inclusion of overbroad third-party releases. About Hartshorne Holdings Hartshorne Holdings, LLC and affiliates produce and sell thermal coal through the operation of the Poplar Grove Mine, which is part of the Buck Creek Complex located in the Illinois Coal Basin in Western Kentucky. The Buck Creek Complex includes two mines: (i) the operating Poplar Grove Mine and (ii) the permitted, but not constructed, Cypress Mine. On Feb. 20, 2020, Hartshorne Holdings, LLC and three affiliates sought Chapter 11 bankruptcy protection (Bankr. W.D. Ky. Lead Case No. 20-40133). At the time of the filing, Debtor disclosed assets of between $50 million and $100 million and liabilities of the same range. Judge Thomas H. Fulton oversees the cases. Debtors have tapped Squire Patton Boggs (US) LLP as bankruptcy counsel, Frost Brown Todd LLC as local counsel, FTI Consulting Inc. as financial advisor, and Perella Weinberg Partners LP as investment banker. Stretto is the claims agent, maintaining the page https://cases.stretto.com/hartshorne The Office of the U.S. Trustee appointed a committee of unsecured creditors on March 10, 2020. The committee is represented by Dentons Bingham Greenebaum LLP and Whiteford Taylor Preston, LLP. B. Riley FBR, Inc. is the committee's financial advisor. HERTZ GLOBAL: Creditors Sue Lenders to Protect $887 Million ----------------------------------------------------------- Steven Church of Bloomberg News reports that the committee representing unsecured creditors in Hertz Global Holdings' bankruptcy is suing to protect $887 million from lenders and senior noteholders who claim they have collateral rights to the money. U.S. Bankruptcy Judge Mary Walrath scheduled a hearing for January 2021 to consider a request from agents for the lenders and bondholders to throw out part of the lawsuit. The agents, Barclays and BOK Financial, are fighting the suit, but their main legal arguments were filed under seal, meaning they aren't publicly available. About Hertz Corp. Hertz Corp. and its subsidiaries -- http://www.hertz.com/-- operate a worldwide vehicle rental business under the Hertz, Dollar, and Thrifty brands, with car rental locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean, the Middle East, and New Zealand. The Company also operates a vehicle leasing and fleet management solutions business. On May 22, 2020, The Hertz Corporation and certain of its U.S. and Canadian subsidiaries and affiliates filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court (Bankr. D. Del. Case No. 20-11218). The Hon. Mary F. Walrath is the presiding judge. White & Case LLP is serving as legal advisor, Moelis & Co. is serving as investment banker, and FTI Consulting is serving as financial advisor. Richards, Layton & Finger, P.A., is the local counsel. Prime Clerk LLC is the claims agent, maintaining the page https://restructuring.primeclerk.com/hertz HIGH RIDGE BRANDS: UST Objects to Releases in Amended Plan ---------------------------------------------------------- Andrew R. Vara, the United States Trustee for Regions 3 and 9, objects to confirmation of the Amended Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation of High Ridge Brands Co. and its Affiliated Debtors. The U.S. Trustee claims that the effect of including the Debtors as Released Parties, thereby making them beneficiaries of the third-party release provision, Section 14.1 (c) is inappropriate. The Debtor is not a third party and should not be entitled to a release as a non-debtor because liquidating debtors are not entitled to a discharge. The U.S. Trustee points out that it would be entirely disingenuous to contend that creditors had an opportunity to opt out and thereby prevent the Debtor from receiving a discharge. Creditors should not have to read the fine print to determine the Debtors are asking for something they are not entitled to in the first place and creditors must take some sort of action if they object. A full-text copy of the U.S. Trustee's objection to disclosure statement and plan dated September 29, 2020, is available at https://tinyurl.com/yxmpyaew from PacerMonitor.com at no charge. David L. Buchbinder, Esquire Trial Attorney United States Department of Justice Office of the United States Trustee J. Caleb Boggs Federal Building 844 King Street, Suite 2207 Wilmington, DE 19801 (302) 573-6491 (302) 573-6497 (Fax) david.l.buchbinder@usdoj.gov About High Ridge Brands Headquartered in Stamford, Connecticut, High Ridge Brands Co. -- http://www.highridgebrands.com/-- is one of the largest independent branded personal care companies in the United States by unit volume, with a mission to craft extraordinary experiences for savvy consumers. Today, High Ridge Brands has a portfolio of over thirteen trusted brands, serving primarily North American skin cleansing, hair care and oral care markets, including Zest(R), Alberto VO5(R), REACH(R), Firefly(R), Dr. Fresh(R), Coast(R), White Rain(R), LA Looks(R), Zero Frizz(R), Rave(R), Salon Grafix(R), Binaca(R) and Thicker Fuller Hair(R). In addition, the Company has relationships with leading entertainment properties through which it has a portfolio of licenses such as Star Wars, Batman, Spiderman, Hello Kitty, and Transformers. The Company operates an asset-light model, outsourcing its manufacturing needs, and has approximately 140 employees. High Ridge Brands and its affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 19-12689) on Dec. 18, 2019. The debtor affiliates include High Ridge Brands Holdings, Inc., HRB Midco, Inc., HRB Buyer, Inc., High Ridge Brands Co., Golden Sun, Inc., Continental Fragrances, Ltd., Freshcorp, Inc., Children Oral Care, LLC, and Dr. Fresh, LLC. Judge Brendan Linehan Shannon is assigned to the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as legal counsel; Debevoise & Plimpton LLP as corporate, finance and litigation counsel; and PJT Partners LP as investment banker. HOTEL OXYGEN: Government Officials Support Ivy Hotel Sale for $8.5M ------------------------------------------------------------------- Hotel Oxygen Palm Springs, LLC ("HOPS") and A Great Hotel Co., LLC ("AGHC") filed with the U.S. Bankruptcy Court for the District of Arizona a supplement to their proposed bidding procedures in connection with the sale of the property commonly known as the "Ivy Palm Resort Hotel" located at 2000 North Palm Canyon Drive, Palm Springs, California, Parcel No. 504-320-032, to Riverside Community Housing Corp. for $8.5 million, subject to overbid. Since the filing of the Motion, government officials have provided letters of support (Exhibit A) for the purchase of the Ivy Palm Springs Hotel and its intended use for Project Home Key. On May 1, 2018, the Property was purchased by HOPS. HOPS owned the Property as of the Petition Date. Both pre- and post-petition, AGHC is the entity that operates the Ivy Hotel. On Sept. 29, 2020, HOPS and Riverside entered into Agreement of Purchase and Sale and Joint Escrow Instructions for the sale of the Property. Riverside deposited $50,000 earnest money to an escrow account held by the escrow agent, Lawyers Title and Escrow Co. Pursuant to the Purchase Contract, the balance of the Purchase Price will be paid in certified funds upon closing of the Sale. If Riverside is the Purchaser, it intends to convert the Property to "Permanent Supportive Housing" to create affordable housing in the area for low-income individuals and families. Riverside has obtained approval from the County to purchase the Property and no further governmental approvals are necessary for Riverside to close the purchase. If another entity is the ultimate Purchaser, it may have different intended uses for the Property. The Purchaser’s intended use of the Property is not a condition of the Sale. The Debtors and Riverside agreed to close the Sale on the later of: (i) 15 days after the expiration of the Due Diligence Period; (ii) Riverside's notice of approval of the Property; or, (iii) 10 days after the approval of the sale by the Bankruptcy Court. The funds that Riverside will use to fund the Purchase Price are monies received by Riverside under the CARES Act and must be used by Dec. 31, 2020 or the funds will become unavailable. Accordingly, the Debtors and the Committee ask that the Court approve the Bidding Procedures on an expedited basis and set the Sale Hearing expeditiously. The Debtors are to pay the Broker's commission to their Broker, and if the Purchaser has a realtor of their own for the sale transaction, they must contact the Broker to ensure they will be entitled to a split of the realtor commission. The current total commission is 2.5% to be paid at closing. At the Sale Hearing, the Court will consider higher and better offers from other parties. In order to be a Competing Bidder, the party is required to, no less than five days prior to the Sale Hearing: (a) make arrangements with the Debtors to deposit with Lawyers Title and Escrow Company a non-refundable $50,000 deposit prior to the Sale Hearing, (b) execute a Purchase Agreement, which requirement may be waived or modified at the discretion of the Debtors and with consent of the Committee, and (c) provide the Movants proof sufficient and acceptable to them, in their sole discretion that the Competing Bidder is financially able to close the sale. These parties assert secured interests in the Property: a. Downtown Associates, LLC claims a first position lien on the Property in the approximate amount of $1,081,837; b. One TIJ, Inc. claims a first position lien in the approximate amount of $170,742 on miscellaneous furniture and fixtures; c. Riverside County Tax Assessor claims a statutory lien for real and personal property taxes in the approximate amount of $156,512; and d. Profectus Noteholders assert a security interest in certain personal property of the Debtors which personal property Movants assert the value at no more than $500,000. The Sale will be free and clear of all liens, claims and encumbrances. Any liens, claims, or encumbrances will attach to the net sale proceeds and be paid as out of the closing of escrow. Taxes and assessments, rents, utilities, ongoing contracts, association fees, benefit plans, and other normal and recurring costs and expenses related to the Property will be prorated as of 11:59 p.m. on the day preceding Closing. The balance of the net sale proceeds will then be used in the bankruptcy process for payment of administrative, priority, and unsecured claims, as later approved by the Court. A copy of the Exhibit A is available at https://tinyurl.com/y5y6op2p from PacerMonitor.com free of charge. About Hotel Oxygen Midtown I Hotel Oxygen Midtown, I, LLC, and Hotel Oxygen Palm Springs, LLC, are affiliate companies which operate hotels in Phoenix, Ariz. The companies are wholly owned subsidiaries of Oxygen Hospitality Group, Inc., an owner-operator hospitality company that acquires, renovates and manages a portfolio of mid-to upper scale branded and independent hotel assets in the U.S. Founded in 2017, Oxygen Hospitality is privately held and is headquartered in Phoenix, Ariz. Hotel Oxygen Midtown, I and its affiliates, Hotel Oxygen Palm Springs, A Great Hotel Company, Arizona LLC, and A Great Hotel Company, LLC, filed Chapter 11 petitions (Bankr. D.Ariz. Lead Case No. 19-14399) on Nov. 12, 2019. In the petitions signed by David Valade, chief financial officer, Hotel Oxygen Midtown was estimated to have assets of $1 million to $10 million and liabilities of $100,000 to $500,000. Judge Paul Sala oversees the cases. Guidant Law, PLC, is the Debtors' legal counsel. Yvonne Berry is the Debtors' broker. The Office of the U.S. Trustee appointed a committee of unsecured creditors. The committee is represented by Dickinson Wright PLLC. HOTEL OXYGEN: Riverside Buying Ivy Palm Resort Hotel for $8.5M -------------------------------------------------------------- Hotel Oxygen Palm Springs, LLC ("HOPS") and A Great Hotel Co., LLC ("AGHC".) ask the U.S. Bankruptcy Court for the District of Arizona to approve their bidding procedures in connection with the sale of the property commonly known as the "Ivy Palm Resort Hotel" located at 2000 North Palm Canyon Drive, Palm Springs, California, Parcel No. 504-320-032, to Riverside Community Housing Corp. for $8.5 million, subject to overbid. On May 1, 2018, the Property was purchased by HOPS. HOPS owned the Property as of the Petition Date. Both pre- and post-petition, AGHC is the entity that operates the Ivy Hotel. On Sept. 29, 2020, HOPS and Riverside entered into Agreement of Purchase and Sale and Joint Escrow Instructions for the sale of the Property. Riverside deposited $50,000 earnest money to an escrow account held by the escrow agent, Lawyers Title and Escrow Co. Pursuant to the Purchase Contract, the balance of the Purchase Price will be paid in certified funds upon closing of the Sale. If Riverside is the Purchaser, it intends to convert the Property to "Permanent Supportive Housing" to create affordable housing in the area for low-income individuals and families. Riverside has obtained approval from the County to purchase the Property and no further governmental approvals are necessary for Riverside to close the purchase. If another entity is the ultimate Purchaser, it may have different intended uses for the Property. The Purchaser’s intended use of the Property is not a condition of the Sale. The Debtors and Riverside agreed to close the Sale on the later of: (i) 15 days after the expiration of the Due Diligence Period; (ii) Riverside's notice of approval of the Property; or, (iii) 10 days after the approval of the sale by the Bankruptcy Court. The funds that Riverside will use to fund the Purchase Price are monies received by Riverside under the CARES Act and must be used by Dec. 31, 2020 or the funds will become unavailable. Accordingly, the Debtors and the Committee ask that the Court approve the Bidding Procedures on an expedited basis and set the Sale Hearing expeditiously. The Debtors are to pay the Broker's commission to their Broker, and if the Purchaser has a realtor of their own for the sale transaction, they must contact the Broker to ensure they will be entitled to a split of the realtor commission. The current total commission is 2.5% to be paid at closing. Riverside is a governmental agency with significant economic resources and has obtained all necessary approvals to close the Sale. The Movants are confident that Riverside will close the sale transaction if it is the ultimate Purchaser. At the Sale Hearing, the Court will consider higher and better offers from other parties. In order to be a Competing Bidder, the party is required to, no less than five days prior to the Sale Hearing: (a) make arrangements with the Debtors to deposit with Lawyers Title and Escrow Company a non-refundable $50,000 deposit prior to the Sale Hearing, (b) execute a Purchase Agreement, which requirement may be waived or modified at the discretion of the Debtors and with consent of the Committee, and (c) provide the Movants proof sufficient and acceptable to them, in their sole discretion that the Competing Bidder is financially able to close the sale. At the Sale Hearing, the Movants ask that the Court considers higher and better offers from Competing Bidders. Any buyer interested in purchasing the Property should contact the Debtors' Broker, Yvonne Berry of First Hotels, Inc., 220 Newport Center Drive, Suite 11, Newport Beach, CA 92660, firsthotels@aol.com, (949) 302-5851, as soon as possible. At the Sale Hearing, the Court will select the Purchaser and may designate any unsuccessful Competing Bidder or Riverside as a back-up bidder. The Back Up Bidder must, on the record at the Sale Hearing, agree to consummate the Sale in the event the Purchaser does not timely close the Sale. At the Sale Hearing, the Court will set a deadline for the Purchaser to close and direct the Back Up Bidder to be prepared to close a set date after that date. These parties assert secured interests in the Property: a. Downtown Associates, LLC claims a first position lien on the Property in the approximate amount of $1,081,837; b. One TIJ, Inc. claims a first position lien in the approximate amount of $170,742 on miscellaneous furniture and fixtures; c. Riverside County Tax Assessor claims a statutory lien for real and personal property taxes in the approximate amount of $156,512; and d. Profectus Noteholders assert a security interest in certain personal property of the Debtors which personal property Movants assert the value at no more than $500,000. The Sale will be free and clear of all liens, claims and encumbrances. Any liens, claims, or encumbrances will attach to the net sale proceeds and be paid as out of the closing of escrow. Taxes and assessments, rents, utilities, ongoing contracts, association fees, benefit plans, and other normal and recurring costs and expenses related to the Property will be prorated as of 11:59 p.m. on the day preceding Closing. The balance of the net sale proceeds will then be used in the bankruptcy process for payment of administrative, priority, and unsecured claims, as later approved by the Court. A copy of the Contract is available at https://tinyurl.com/y3t8uxcm from PacerMonitor.com free of charge. About Hotel Oxygen Midtown I Hotel Oxygen Midtown, I, LLC, and Hotel Oxygen Palm Springs, LLC, are affiliate companies which operate hotels in Phoenix, Ariz. The companies are wholly owned subsidiaries of Oxygen Hospitality Group, Inc., an owner-operator hospitality company that acquires, renovates and manages a portfolio of mid-to upper scale branded and independent hotel assets in the U.S. Founded in 2017, Oxygen Hospitality is privately held and is headquartered in Phoenix, Ariz. Hotel Oxygen Midtown, I and its affiliates, Hotel Oxygen Palm Springs, A Great Hotel Company, Arizona LLC, and A Great Hotel Company, LLC, filed Chapter 11 petitions (Bankr. D.Ariz. Lead Case No. 19-14399) on Nov. 12, 2019. In the petitions signed by David Valade, chief financial officer, Hotel Oxygen Midtown was estimated to have assets of $1 million to $10 million and liabilities of $100,000 to $500,000. Judge Paul Sala oversees the cases. Guidant Law, PLC, is the Debtors' legal counsel. Yvonne Berry is the Debtors' broker. The Office of the U.S. Trustee appointed a committee of unsecured creditors. The committee is represented by Dickinson Wright PLLC. HYTERA COMMUNICATIONS: Asks Expedited Hearing on Sale of Assets --------------------------------------------------------------- Hytera Communications America (West), Inc. and its affiliates ask the U.S. Bankruptcy Court for the Central District of California to schedule a hearing regarding the approval of the Asset Purchase Agreement, as amended by Amendment No. 3 to the Original APA, regarding the sale of the assets specified therein and the assumption and assignment of certain agreements to Hytera US, Inc. for $7,395,759, cash. The Debtors' Sale Motion has been fully briefed and argument was heard by the Court on Aug. 27, 2020. The Court continued the Sale Hearing to Dec. 17, 2020 because Motorola's counsel represented that the Illinois court in the Trade Secrets Case had scheduled a Sept. 25, 2020 hearing on Motorola's injunction motion and a decision on that motion was imminent. Motorola's representations were untrue. No hearing had been scheduled for Sept. 25, 2020. The property being sold is not subject to the Motorola's intellectual property infringement judgment. In addition, the Debtors and the Buyer have removed certain assets from the schedules of the Amended APA to ensure that even if an injunction is entered, it will not affect the assets being sold under the Amended APA. Motorola's real object in asking a continuance was to eliminate the Debtors as competitors. Its actions are nothing short of exercising control over the Debtors' property of the estate, which is an automatic stay violation. To eliminate any argument that assets being sold are subject to Motorola's infringement claims, the Debtors revised the asset schedules under the Amended APA to remove all parts or assemblies of parts relating to all DMR radios -- whether or not Motorola identified any violative aspect of that component at trial. Under the Amended APA, the schedules have been revised to reflect: (a) the removal of certain assets that might conceivably be captured by the broadest injunction, (b) the removal of inventory that has been sold in the ordinary course of business that no longer can be sold to the Buyer, (c) the removal of accounts receivable that has been collected that no longer can be sold to the Buyer, and (d) the addition of certain accounts receivable that the Buyer will purchase on the same term of similarly situated accounts receivable. Under the Original APA, the cash consideration was $9,503,486. U nder the Amended APA, the estimated cash consideration is $7,395,759. The Debtors respectfully ask that the Court expedites its consideration of their Sale Motion per the terms of the Amended APA before the saleable part of their business deteriorates further, to the detriment of the creditors and the estates. There is no reason to delay consideration of the Motion and Amended APA until a ruling on the injunction motion because any ruling cannot and will not have any effect on the outcome of the Sale Motion and Amended APA. The Debtors began evaluating strategic options in February 2020. In March 2020, the Debtors retained Imperial as investment banker to review and analyze their business and financial condition, to recommend alternatives, and ultimately to conduct a marketing effort of their assets. On July 15, 2020, following months of arms'-length back-and-forth discussions, the Debtors entered into the Original APA with the Purchaser. On July 29, 2020, the Court entered the Order Approving Bid Procedures. In response to representations made by Motorola's counsel, the Court continued the Sale Hearing to Dec. 17, 2020 to see if there was any progress in Trade Secret Case and to ensure the Debtors were not selling any assets that might be subject to Motorola's infringement judgment. Following the Sale Hearing, out of an abundance of caution, the Debtors reviewed the APA and removed from the schedules all parts or assemblies of parts relating to all DMR radios. What remains on the schedules are parts, accessories, and products that do not have any relationship to any DMR product, accused or otherwise. To avoid any concern that the sale might circumvent Motorola's intellectual property rights, the Sale Motion provides that the sale was subject to Motorola’s intellectual property rights. The Debtors asks the Court to schedule a hearing 21 days after entry of an order for the approval of the Amended APA and the assumption and assignment of the agreements contemplated under the Original APA, all under the same terms and conditions, except that the Purchased Assets will not include the Excluded Assets. A copy of the Amended APA is available at https://tinyurl.com/y54krwa6 from PacerMonitor.com free of charge. About Hytera Communications America Hytera communications America (West), Inc. is a global company in the two-way radio communications industry. It has 10 international R&D Innovation Centers and more than 90 regional organizations around the world. Forty percent of Hytera employees are engaged in engineering, research, and product design. Hytera has three manufacturing centers in China and Spain. For more information, visit https://www.hytera.us On May 26, 2020, Hytera sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Lead Case No. 20-11507). At the time of the filing, Debtor had estimated assets of between $10 million and $50 million and liabilities of between $500 million and $1 billion. Judge Erithe A. Smith oversees the cases. The Debtors tapped Pachulski Stang Ziehl & Jones, LLP as bankruptcy counsel; Steptoe & Johnson, LLP as corporate and special counsel; and Imperial Capital, LLC as financial advisor. The Office of the U.S. Trustee appointed a committee of unsecured creditors on June 15, 2020. The committee is represented by Levene Neale Bender Yoo & Brill, LLP. IBIO INC: Signs $100 Million Sales Agreement with Cantor Fitzgerald ------------------------------------------------------------------- IBio, Inc., entered into a controlled equity offering sales agreement with Cantor Fitzgerald & Co. to sell shares of the Company's common stock, par value $0.001 per share, from time to time, through an "at the market offering" program having an aggregate offering price of up to $100,000,000 through which Cantor Fitzgerald will act as sales agent. The issuance and sale, if any, of common stock by the Company under the Sales Agreement is subject to the effectiveness of the Company's registration statement on Form S-3 (File No. 333-250973), filed with the Securities and Exchange Commission on Nov. 25, 2020. The Company makes no assurances as to whether the Registration Statement will become effective or, if it does become effective, as to the continued effectiveness of the Registration Statement. Under the Sales Agreement, the Company will set the parameters for the sale of shares of common stock, including the number of shares to be issued, the time period during which sales are requested to be made, limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, the Sales Agent may sell the shares by methods deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including sales made directly on the NYSE American LLC or on any other existing trading market for the common stock. In addition, with the Company's prior written approval, the Sales Agent may also sell shares by any other method permitted by law, including in negotiated transactions. The Sales Agent will use commercially reasonable efforts in conducting such sales activities consistent with its normal trading and sales practices, applicable state and federal laws, rules and regulations and the rules of the NYSE American. The Sales Agreement may be terminated by the Company upon written notice to the Sales Agent for any reason or by the Sales Agent upon written notice to the Company for any reason or at any time under certain circumstances, including but not limited to the occurrence of a material adverse change in the Company. The Sales Agreement provides that the Sales Agent will be entitled to compensation for their services in acting as agent and/or principal in the sale of the common stock. The Sales Agent will be entitled to compensation in an amount up to 3.0% of the gross sales price of all common stock sold through the Sales Agent as agent under the Sales Agreement. The Company has also agreed to reimburse a portion of Cantor Fitzgerald's expenses, including legal fees, in connection with this offering up to a maximum of $50,000. The Company has no obligation to sell any shares under the Sales Agreement and may at any time suspend solicitation and offers under the Sales Agreement. The Sales Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Sales Agent, other obligations of the parties and termination provisions. The Company previously entered into an Equity Distribution Agreement, dated June 17, 2020, as amended by Amendment No. 1 thereto, dated July 29, 2020, with UBS Securities LLC, as sales manager, pursuant to which the Company issued shares of its common stock in sales deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act. On Nov. 25, 2020, the Company notified UBS Securities in writing that it was terminating, effective Nov. 25, 2020, the Equity Distribution Agreement. In total, the Company issued and sold an aggregate of 30,184,399 shares of common stock for gross proceeds of approximately $72 million pursuant to the Equity Distribution Agreement. About iBio Inc. iBio, Inc. -- http://www.ibioinc.com-- is a full-service plant-based expression biologics CDMO equipped to deliver pre-clinical development through regulatory approval, commercial product launch and on-going commercial phase requirements. iBio's FastPharming expression system, iBio's proprietary approach to plant-made pharmaceutical (PMP) production, can produce a range of recombinant products including monoclonal antibodies, antigens forsubunit vaccine design, lysosomal enzymes, virus-like particles (VLP), blood factors and cytokines, scaffolds, maturogens and materials for 3D bio-printing and bio-fabrication, biopharmaceutical intermediates and others, as well as create and produce proprietary derivatives of pre-existing products with improved properties. iBio reported a net loss attributable to the Company of $16.44 million for the year ended June 30, 2020, compared to a net loss attributable to the company of $17.59 million. As of Sept. 30, 2020, the Company had $117.25 million in total assets, $37.21 million in total liabilities, and $80.04 million in total equity. IMAGEWARE SYSTEMS: Appoints Douglas Morgan as Director ------------------------------------------------------ ImageWare Systems, Inc. has appointed Douglas Morgan to serve as a member of the Company's Board of Directors. From March 2019 to present, Mr. Morgan has served as an advisory board member and consultant to Clyra Medical Technologies, a biotechnology company specializing in wound healing and antimicrobial solutions. From 2017 to the present, Mr. Morgan has served as a senior consultant with JBA Enterprises, where he has consulted for numerous companies in the technology and payments sector regarding financing strategies, business consulting, and leadership. From December of 2018 to March of 2019, Mr. Morgan served as a consultant with BioLargo, advising BioLargo in regards to business strategy and raising capital. BioLargo is a provider of patented next-generation water and air treatment products. Between 2016 to 2018, Mr. Morgan was the principal advisor of Sucsy Fischer & Co., a Chicago area boutique investment bank, where he provided deal evaluation, due diligence, technology assessment, and management expertise. Mr. Morgan holds Bachelor of Sciences in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology, and a Master of Sciences in Computer Science and Bio-Engineering from Stanford University. Mr. Morgan will serve on the Board of Directors until the next annual meeting of shareholders of the Company, or until his successor is elected and qualified. As compensation as an independent director, he will receive (a) a $30,000 annual cash retainer, payable in equal monthly installments in cash or shares of the Company's common stock, par value $0.01 per share; (b) an initial grant of options to purchase that number of shares of Common Stock equal to $60,000 divided by the fair market value of the Company's Common Stock as determined on the date of grant as reported on the OTC Markets, the exercise price of which shall be such fair market value, which Initial Grant shall vest one-third (1/3rd) on the first anniversary of the Effective Date, and the remaining two-thirds (2/3rd) shall vest ratably on the second and third anniversary of the Effective Date; (c) reimbursement for expenses related to Board of Director meeting attendance and Committee participation; and (d), beginning on the first anniversary of the Effective Date, and on each annual anniversary thereafter (unless revised by the Board of Directors), an option to purchase that number of shares of Common Stock equal to $30,000 divided by the fair market value of the Company's Common Stock as determined on the date of grant as reported on the OTC Markets, the exercise price of which shall be such fair market value. The Initial Grant and Annual Grant shall contain such other terms and conditions as are customary for director grants and approved by the Board of Directors, including immediate vesting of all unvested options effective upon a change in control of the Company. About ImageWare Systems Headquartered in San Diego, CA, ImageWare Systems, Inc. -- http://www.iwsinc.com-- is a developer of mobile and cloud-based identity management solutions, providing two-factor, biometric and multi-factor cloud-based authentication solutions for the enterprise. The company delivers next-generation biometrics as an interactive and scalable cloud-based solution. ImageWare brings together cloud and mobile technology to offer two-factor, biometric, and multi-factor authentication for smartphone users, for the enterprise, and across industries. The Company's products are used to manage and issue secure credentials, including national IDs, passports, driver licenses and access control credentials. ImageWare recorded a net loss available to common shareholders of $17.25 million for the year ended Dec. 31, 2019, compared to a net loss available to common shareholders of $16.46 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $9.38 million in total assets, $12.91 million in total liabilities, $9.40 million in series C convertible redeemable preferred stock, and a total shareholders' deficit of $12.92 million. Mayer Hoffman McCann P.C., in San Diego, California, the Company's auditor since 2011, issued a "going concern" qualification in its report dated May 15, 2020 citing that the Company does not generate sufficient cash flows from operations to maintain operations and, therefore, is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. INDUSTRIAL & CRANE: Seeks to Tap Frank Emmerich as Special Counsel ------------------------------------------------------------------ Industrial & Crane Services, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Frank R. Emmerich, Jr. and the law firm of Eckert, Seamans Cherin & Mellott, LLC as special counsel. The Debtor desires to employ Mr. Emmerich and the law firm to assist the Debtor in responding to a subpoena and to protect its proprietary information. Mr. Emmerich will be compensated at his hourly rate of $500.00. Mr. Emmerich disclosed in court filings that he and the firm are "disinterested persons" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Frank R. Emmerich, Jr. ECKERT, SEAMANS CHERIN & MELLOTT, LLC 50 S 16th St., 22nd Floor Philadelphia, PA 19102 Telephone: (215) 851-8409 Facsimile: (215) 851-8383 E-mail: femmerich@eckertseamans.com About Industrial & Crane Services Industrial & Crane Services, Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bank. S.D. Miss. Case No. 20-51464) on October 1, 2020. The Debtor tapped Sheehan & Ramsey, PLLC as counsel and Frank R. Emmerich, Jr. of the law firm of Eckert, Seamans Cherin & Mellott, LLC as special counsel. INNERSCOPE HEARING: Delays Filing of Third Quarter Form 10-Q ------------------------------------------------------------ InnerScope Hearing Technologies, Inc. filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its Quarterly Report on Form 10-Q for the period ended Sept. 30, 2020. The Company stated the compilation, dissemination and review of the information required to be presented in the Form 10-Q could not be completed and filed by Nov. 16, 2020, without undue hardship and expense to it. The Company has yet to file its Annual report on Form 10-K for the year ending Dec. 31, 2019, and Quarterly Reports on Form 10-Q for the three months ending March 31, 2020 and six months ending June 30, 2020. About InnerScope Headquartered in Roseville, CA, InnerScope -- http://www.innd.com/ -- is a technology driven company with scalable Business to Business ("BTB") and Business to Consumer ("BTC") solutions. The Company offers a BTB SaaS based Patient Management System (PMS) software program, designed to improve operations and communication with patients. InnerScope also offers a Buying Group experience for audiology practice, enabling owners to lower product costs and increase their margins. The Company will compete in the DTC (Direct-to-Consumer) markets with its own line of "Hearables", and "Wearables", including APPs on the iOS and Android markets. The company also has opened 5 retail hearing device clinics and plans on using management's unique and successful talents on acquiring and opening additional audiological brick and mortar clinics to be owned and operated by the company. InnerScope reported a net loss of $4.58 million for the year ended Dec. 31, 2018, compared to a net loss of $1.91 million for the year ended Dec. 31, 2017. As of Sept. 30, 2019, the Company had $4.22 million in total assets, $8.20 million in total liabilities, and a total stockholders' deficit of $3.98 million. D. Brooks and Associates CPA's, P.A., in Palm Beach Gardens, Florida, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 16, 2019, citing that the Company has incurred a net loss of $4,585,117 for the year ended Dec. 31, 2018. Additionally, the Company has a working capital deficit of $3,088,957 and an accumulated deficit of $6,372,129 as of Dec. 31, 2018. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. INPIXON: Prices $10M Registered Direct Offering Priced At-The-Marke ------------------------------------------------------------------- Inpixon has entered into a securities purchase agreement with an accredited institutional investor to purchase 8,000,000 shares of common stock (or pre-funded warrants in lieu thereof) and warrants to purchase up to an aggregate of 8,000,000 shares of common stock at a purchase price of $1.25 per share (or $1.249 per prefunded warrant) and accompanying warrant in a registered direct offering with a single institutional investor priced at-the-market under Nasdaq rules. The warrants have an exercise price of $1.25 per share, are exercisable immediately, and will expire five years following the date of issuance. Maxim Group LLC is acting as the sole placement agent in connection with the offering. The gross proceeds to Inpixon from the offering are expected to be approximately $10.0 million before deducting the placement agent's fees and other estimated offering expenses. The proceeds of the offering may include, but are not limited to, future acquisitions or other strategic activities intended to accelerate the Company's growth. The closing of the offering is expected to occur on or about Nov. 30, 2020 subject to the satisfaction of customary closing conditions. The securities are being offered pursuant to a shelf registration statement on Form S-3 (333-223960), which was declared effective by the United States Securities and Exchange Commission on June 5, 2018. The offering of the shares of common stock, pre-funded warrants, the warrants and the common shares underlying the pre-funded warrants and warrants will be made only by means of a prospectus supplement that forms a part of the registration statement. Copies of the final prospectus supplement and accompanying prospectus relating to the registered direct offering may be obtained, when available, by contacting Maxim Group LLC, 405 Lexington Avenue, 2nd Floor, New York, NY 10174, or by telephone at (212) 895-3745. About Inpixon Headquartered in Palo Alto, California, Inpixon (Nasdaq: INPX) is an indoor intelligence company that specializes in capturing, interpreting and giving context to indoor data so it can be translated into actionable intelligence. The company's indoor location and data platform ingests diverse data from IoT, third-party and proprietary sensors designed to detect and position all active cellular, Wi-Fi, UWB and Bluetooth devices, and uses a proprietary process that ensures anonymity. Paired with a high-performance data analytics engine, patented algorithms, and advanced mapping technology, Inpixon's solutions are leveraged by a multitude of industries to do good with indoor data. This multidisciplinary depiction of indoor data enables users to increase revenue, decrease costs, and enhance safety. Inpixon customers can boldly take advantage of location awareness, analytics, sensor fusion and the Internet of Things (IoT) to uncover the untold stories of the indoors. Inpixon reported a net loss of $33.98 million for the year ended Dec. 31, 2019, compared to a net loss of $24.56 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $52.59 million in total assets, $13.12 million in total liabilities, and $39.47 million in total stockholders' equity. Marcum LLP, in New York, NY, the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 3, 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. INTERNATIONAL ORANGE SPA: Hires Bachecki Crom as Accountant ----------------------------------------------------------- International Orange Spa, Inc. seeks authority from the US Bankruptcy Court for the Northern District of Texas to hire Bachecki, Crom & Co., LLP, as its accountant. Bachecki Crom will prepare an analysis and report regarding Plan feasibility and confer with the Debtor's officers and Debtor's counsel regarding the Plan and to testify regarding Plan feasibility, if necessary. Bachecki Crom's hourly rates: Partners $400 - $535 Senior Accountant $250 - $380 Junior Accountant $150 - $240 Bachecki Crom will also be reimbursed for reasonable out-of-pocket expenses incurred. Bachecki, Crom & Co. discloses they received a retainer of $5,000 on Oct. 9, 2020 and performed pre-petition tax advisory services in October prior to the filing of this case. Jay Crom, partner of Bachecki Crom & Co., LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Bachecki Crom can be reached at: Jay Crom BACHECKI CROM & CO., LLP 400 Oyster Point Blvd, Suite 106 San Francisco, CA 94080 Tel: (415) 398-3534 About International Orange Spa Inc. International Orange Spa, Inc. -- https://internationalorange.com -- is a San Francisco, Calif.-based spa offering facials, massage, acupuncture, and organic skin and body care. It sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 20-30812) on Oct. 11, 2020. In the petition signed by Melissa Ferst, president, the Debtor disclosed $756,842 in assets and $2,626,865 in liabilities. Judge Hannah L. Blumenstiel oversees the case. Michael St. James, Esq., at St. James Law, P.C., is the Debtor's counsel. INTERNATIONAL ORANGE SPA: Hires St. James Law as Legal Counsel -------------------------------------------------------------- International Orange Spa, Inc. seeks authority from the US Bankruptcy Court for the Northern District of Texas to hire St. James Law, P.C. as its legal counsel. The Debtor requires the assistance of Chapter 11 counsel with respect to: a. comply with the requirements of the Bankruptcy Code respecting its operation as a Debtor in Possession; b. comply with the requirements of the Office of the United States Trustee respecting operating matters and the filing of reports; c. interact with the Subchapter V Trustee; d. facilitate the administration of claims, including the evaluation of timely filed Proofs of Claim; e. formulate and prosecute its Plan of Reorganization; and f. represent in the course of its Chapter 11 proceedings. St. James Law, P.C. has a single full-time professional employee, Michael St. James, whose current hourly rate is $650 per hour. The Firm received a pre-payment deposit or retainer of $50,000, of which a portion was applied to pre-petition services and the filing fee, leaving a net pre-petition retainer of $28,170.65 as of the filing date. The firm does not have or represent any interest adverse to the Debtor or the estate and is a "disinterested person," according to court filing. The firm can be reached through: Michael St. James, Esq. ST. JAMES LAW, P.C. 22 Battery St., Suite 888 San Francisco, CA 94111 Tel: 415-391-7566 Email: michael@stjames-law.com About International Orange Spa Inc. International Orange Spa, Inc. -- https://internationalorange.com -- is a San Francisco, Calif.-based spa offering facials, massage, acupuncture, and organic skin and body care. It sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 20-30812) on Oct. 11, 2020. In the petition signed by Melissa Ferst, president, the Debtor disclosed $756,842 in assets and $2,626,865 in liabilities. Judge Hannah L. Blumenstiel oversees the case. Michael St. James, Esq., at St. James Law, P.C., is the Debtor's counsel. INTERPACE BIOSCIENCES: Jack Stover to Retire as President & CEO --------------------------------------------------------------- Jack Stover, president & chief executive officer of Interpace Biosciences, Inc., will retire effective Dec. 31, 2020. He will be replaced as president and chief executive officer by Thomas Burnell, PhD., effective Dec. 1, 2020. Mr. Stover, who will step down from the Interpace Board of Directors once Dr. Burnell joins the company and is appointed to the Board, will serve as an advisor to the company through the middle of 2021 in order to support the transition. Dr. Burnell joins Interpace with significant leadership experience with numerous healthcare companies, including a number of specialty clinical laboratories. This includes serving as president & CEO of Boston Heart Diagnostics, Viracor-IBT Laboratories and Eurofins Scientific, Inc. in addition to senior leadership roles with other companies such as Elite One Source, Nebraska Heart Institute, and most recently with the Pioneer Heart Institute. Robert Gorman, Chairman of the Board for Interpace, commented, "On behalf of the Board, I thank Jack for his leadership and service to the company. He has led the company through both difficult and transformational times, and has helped to position the company for strong growth in the future." "After careful reflection, I have decided that now is the right time to retire and help the company through a thoughtful succession process," said Mr. Stover. "It has been a privilege to lead Interpace over the past four years, and I am proud to have been a part of the phenomenal team of dedicated professionals at Interpace which has worked tirelessly to improve the care of patients suspected of having cancer." Dr. Burnell added, "I am thrilled to join the Interpace team at such an exciting and pivotal point in the company's history. Interpace has a strong reputation as a patient-centric organization, and over the years has developed an impressive product and service offering that is particularly critical given the challenging demands of cancer care. I look forward to working with the entire leadership team to continue the company's growth as a leading provider of specialty oncology-focused diagnostic services and customized pharma services." In connection with the appointment as president and chief executive officer, the Company entered into an employment agreement with Mr. Burnell. Mr. Burnell will serve as chief executive officer of the Company for a term of three years, with automatic extension for one year renewal periods unless either the Company or Mr. Burnell elects not to renew at least 60 days prior to the end of the then-current term. The Company agreed to pay to Mr. Burnell a base salary of $425,000 annually during the initial term, to be paid in accordance with the Company's payroll practices, with potential for increase after the first year of employment in the sole discretion of the Company's Compensation and Management Development Committee of the Board. About Interpace Biosciences Headquartered in Parsippany, NJ, Interpace Biosciences f/k/a Interpace Diagnostics Group, Inc. -- http://www.interpace.com/-- offers specialized services along the therapeutic value chain from early diagnosis and prognostic planning to targeted therapeutic applications. Clinical services, through Interpace Diagnostics, provides clinically useful molecular diagnostic tests, bioinformatics and pathology services for evaluating risk of cancer by leveraging the latest technology in personalized medicine for improved patient diagnosis and management. Pharma services, through Interpace Pharma Solutions, provides pharmacogenomics testing, genotyping, biorepository and other customized services to the pharmaceutical and biotech industries. Interpace reported a net loss attributable to common stockholders of $27.16 million for the year ended Dec. 31, 2019, compared to a net loss attributable to common stockholders of $12.19 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $78.43 million in total assets, $30.20 million in total liabilities, and $46.54 million in preferred stock, and $1.69 million in total stockholders equity. INTERSTATE COMMODITIES: Committee Taps Business Valuation Expert ---------------------------------------------------------------- The official committee of unsecured creditors appointed in the chapter 11 cases of Interstate Commodities, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of New York to employ Bob Dohmeyer and his company, Dohmeyer Valuation Corp., as business valuation expert. Mr. Dohmeyer and his firm will perform the following services: (a) advise the committee with respect to the fair market value of the Amarillo Business; (b) evaluate current and any further offers; (c) formulate information requests to the Debtor and potential offerors to allow the committee to fully evaluate the offers and such other related activities as are necessary to aid the committee in advocating for a sale price that reflects fair market value. The hourly rate for Mr. Dohmeyer is $325.00. His company does not employ other professionals. Bob Dohmeyer, founder of Dohmeyer Valuation Corp., disclosed in court filings that he and his firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code and do not hold or represent any interest adverse to the committee with respect to the matters upon it is to be engaged. The firm can be reached through: Bob Dohmeyer DOHMEYER VALUATION CORP. 2374 Aspermount Drive Frisco, TX 75033 Telephone: (214) 747-2838 About Interstate Commodities Interstate Commodities Inc. engages in the merchandise of commodities. It offers whole corn, soybean meal, soybeans, soy hulls, soyhull pellets, corn gluten meal, canola meal, sunflower meal, beet pulp pellets, citrus pulp pellets, and wheat. Interstate Commodities filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 20-11139) on Aug. 26, 2020. The petition was signed by Michael G. Piazza, chief operating officer. At the time of filing, the Debtor disclosed $12,558,336 in assets and $25,513,305 in liabilities. Gerard R. Luckman, Esq., at Forchelli Deegan Terrana LLP, is the Debtor's counsel. The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in Debtor's Chapter 11 case. The committee tapped Lemery Greisler LLC as counsel and Bob Dohmeyer and his company, Dohmeyer Valuation Corp., as business valuation expert. INTERSTATE COMMODITIES: Hires NAI Platform as Real Estate Broker ---------------------------------------------------------------- Interstate Commodities, Inc. received approval from the U.S. Bankruptcy Court for the Northern District of New York to hire NAI Platform as its real estate broker. Interstate is the owner of a real property located at 7 Madison St., Troy, N.Y. It consists of an approximately 19,558-square-foot facility, most of which is utilized as office space. The property also includes adjacent parking lots located at 307, 309 and 311 1st St. The Debtor estimates that the property is worth approximately $450,000. NAI will be paid a 6 percent commission. This rate is discounted from the firm's standard commission rate of 8 percent. NAI is "disinterested" within the meaning of Bankruptcy Code Sections 101(14) and 327(a), according to court filings. The firm can be reached through: Joseph Sausto, Esq. NAI Platform 7 Madison Street, 307, 309 and 311 1st Street Troy, NY 12180 About Interstate Commodities Interstate Commodities Inc. engages in the merchandise of commodities. It offers whole corn, soybean meal, soybeans, soy hulls, soyhull pellets, corn gluten meal, canola meal, sunflower meal, beet pulp pellets, citrus pulp pellets, and wheat. Interstate Commodities filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 20-11139) on Aug. 26, 2020. The petition was signed by Michael G. Piazza, chief operating officer. At the time of filing, the Debtor disclosed $12,558,336 in assets and $25,513,305 in liabilities. Gerard R. Luckman, Esq., at Forchelli Deegan Terrana LLP, is the Debtor's counsel. The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in Debtor's Chapter 11 case. The committee is represented by Lemery Greisler LLC. INVESTMENT ENERGY: Fitch Affirms B LT IDR, Outlook Stable --------------------------------------------------------- Fitch Ratings has affirmed Investment Energy Resources Limited's (IERL) Long-Term Foreign- and Local-Currency Issuer Default Ratings (IDRs) at 'B'; Fitch also removed IERL from Rating Watch Negative (RWN). In addition, Fitch assigned a Stable Outlook. IERL's ratings reflect its diversified asset portfolio supported by exceptionally long-term USD-denominated contracts, with a remaining weighted average life of 15 years, and the company's financial profile. IERL's comparatively diverse portfolio is hampered by exposure to off-takers with weak credit quality profiles in Honduras, Nicaragua and Costa Rica. The applicable Country Ceiling (CC) for the company is determined by Costa Rica's CC at 'B+', given that IERL generates sufficient EBITDA in the country to cover for hard currency (HC) interest expense. IERL's Foreign-Currency (FC) IDR is equal to the Local-Currency (LC) IDR given that the company's LC IDR is below the applicable CC, as per Fitch's 'Non-Financial Corporates Exceeding the Country Ceiling Rating Criteria'. The removal of the RWN on IERL's IDRs reflects the successful settlement of IERL's subsidiary Participaciones Choluteca Dos, S.A.'s selective default on its subordinated debt. The Stable Outlook reflects Fitch's expectation the company will be able to maintain its adequate financial structure while following a clear deleveraging trajectory. Fitch projects leverage, measured as total debt/EBITDA, will trend toward 3.3x by 2022, given the amortizing nature of debt, which is consistent within the 'BB' rating category. KEY RATING DRIVERS Selective Default Settlement: On Nov. 16, 2020, Choluteca paid USD6.6 million of debt service to settle the selective default on its subordinated loan, which included default interest and amounts that were in arrears from previous periods or that became due on this date. Additionally, the company paid USD8.8 million of debt service on the senior secured loans. The state-owned Empresa Nacional de Energia Electrica (ENEE) in Honduras paid USD51.5 million of past due invoices from 2018-2019 and USD15.4 million of current arrears during 3Q20, which provided enough cash flows to Choluteca to meet its financial obligations. Fitch believes the default on Choluteca was not a direct default by IERL given that the debt at subsidiary level is nonrecourse. As of LTM Sept. 30, 2020, Choluteca represented 15% of IERL's total revenues, and its total loan balance of USD90.7 million accounted for 19% of its parent total debt. High Off-Taker Risk: IERL's ratings reflect the company's high exposure to off-takers with weighted average credit quality in line with a 'B' rating, in weak operating environments. As of LTM Sept. 30, 2020, 36% of consolidated revenues originated from contracts signed with Instituto Costarricense de Electricidad (ICE; B/Negative) in Costa Rica (B/Negative); 50% from ENEE in Honduras (not rated) and the rest came from contracts signed with two distribution companies in Nicaragua (B-/Negative). As a contingent measure, IERL has the Multilateral Investment Guarantee Agency's insurance which offers political risk insurance and credit enhancement guarantees on its generation assets in Honduras and Nicaragua. Predictable Cash Flows: IERL has a strong business profile supported by long-term U.S. dollar-denominated contracts, and a modest cost structure that underpins the company's profitability. As of Sept. 30, 2020, the company's generation capacity was 100% contracted under power purchase agreements (PPAs) with a weighted average remaining life of 15 years. Customers under the contracts are obligated to purchase 100% of generation. As of LTM Sept. 30, 2020, IERL's EBITDA was USD103.8 million compared with USD126.5 million the prior-year period, primarily due to lower energy generation on its wind assets. Fitch's base case reflects that energy production will be close to 1.4GWh in 2020, assuming a blend of P50 and P75 scenarios, which would result in USD150 million in revenues with an EBITDA margin close to 72%. Deleveraging Trajectory: Leverage, measured by total debt/EBITDA, increased to 5.2x as of Sept. 30, 2020 from 4.7x the prior year, mostly due to lower EBITDA. Fitch expects IERL's leverage to be close to 4.7x in 2020 and to deleverage toward 3.3x in 2022, which is more consistent with the 'BB' rating category. The deleveraging trajectory is supported by the amortizing nature of debt and by EBITDA levels of approximately USD124 million between 2021 and 2023. The company's leverage peaked in 2016 at 8.6x to finance the completion of its energy capacity portfolio between 2017 and 2018. Strong Shareholder: Although the assessment under Fitch's parent-subsidiary linkage criteria does not result in an explicit notching uplift for IERL, Fitch views positively the strength of the company's owner Corporacion Multi Inversiones (CMI). CMI is a family-owned multinational conglomerate and one of the largest in Central America, with operations in 14 countries including the Caribbean and the U.S. Its operations span agribusiness, restaurants (including the global chain Pollo Campero), real estate, electricity generation and finance. DERIVATION SUMMARY Compared with other speculative-grade peers in the region, IERL maintains a relatively diversified asset portfolio supported by exceptionally long-term U.S. dollar-denominated contracts. IERL's comparatively diverse portfolio is hampered by exposure to weak operating environments. A similar dynamic exists with its Argentine peer Genneia S.A. (C). Although Genneia presents strong financial metrics relative to its rating, its unmitigated exposure to Argentina's weak operating environment constrains its rating. IERL's profitability is higher than other generation companies in the 'BB' category such as Orazul Energy Peru S.A. (BB/Rating Watch Positive) and Nautilus Inkia Holdings LLC (BB/Negative), and better deleveraging expectations, as IERL leverage is expected to be close to 3.3x by 2022, compared with Orazul's 3.9x and Inkia's 5.1x. IERL's 'B' rating reflects its high exposure to off-takers with low credit quality in operating environments with Negative Outlooks. KEY ASSUMPTIONS Fitch's Key Assumptions Within its Rating Case for the Issuer Include -- Combination of P50 and P75 operating scenarios, depending on historical performance; -- A 100% contracted generation; -- Average PPA prices at USD110/MWh; -- Four-year average maintenance capex at USD2.8 million; -- All cash above USD25 million is paid as dividends; -- Positive FCF generation through the rating cycle. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade -- Cash flow generation from countries with stronger risk profiles; -- Sustained gross leverage below 4.5x through the rating cycle; -- A material improvement in the company's operating environment. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade -- Sustained gross leverage above 6.0x; -- Deterioration of the sovereign ratings and/or applicable CC; -- Significant lag in collections that undermine the company's liquidity position; -- Sustained disruptions in generation capacity due to either technical or climatological issues. LIQUIDITY AND DEBT STRUCTURE Strong liquidity: IERL's modest cost structure and minimal investment requirements consistently generated strong cash flow, in addition to an adequate amortization profile. As of Sept. 30, 2020, Fitch-defined readily available cash and cash equivalents totaled USD41.3 million plus undrawn committed credit lines of USD21.4 million, and short-term debt was USD58.2 million. Additionally, the company had USD138.9 million on its debt reserve accounts. Fitch forecasts IERL's FCF to be positive through the rating cycle, while assuming all cash above USD25 million will be distributed to IERL's shareholder as dividends. SOURCES OF INFORMATION The principal sources of information used in the analysis are described in the Applicable Criteria. 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 IERL has an ESG Relevance Score of '4' for Management Strategy, due to its opportunistic strategic decisions that resulted in the selective default on its subsidiary, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. 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. J.C. PENNEY: Seeks to Tap Walker & Patterson as Litigation Counsel ------------------------------------------------------------------ The ad hoc committee of equity interest holders appointed in the chapter 11 cases of J.C. Penney Company, Inc. and its debtor affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Walker & Patterson, P.C. as its special litigation counsel. The committee wishes to pursue its appellate rights with respect to the rulings by the Court on the Debtors' emergency motion for entry of an order authorizing (A) Entry Into and Performance Under the Asset Purchase Agreement, (B) The Sale of the Opco Acquired Assets and the Propco Acquired Assets Free and Clear of Liens, Claims, Encumbrances, and Interests, and (C) Assumption and Assignment of Executory Contracts and Unexpired Leases and granting related relief. The committee desires to employ Walker & Patterson to represent its interests in that process. Walker & Patterson and the committee have agreed to a multi-level contingent fee arrangement. Attorneys shall receive as reasonable compensation a 45% contingent fee of any value created or obtained for the estate, or the equity interest holders, by way of settlement, verdict, plan distribution or recovery, obtained on or after the date the Notice Of Appeal is filed, for legal services performed in all appellate proceedings provided, however, that any value received by equity interest holders in excess of $300 million will be subject to a contingent fee of 25%. Johnie Patterson, an attorney of Walker & Patterson, P.C., 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: Johnie Patterson, Esq. WALKER & PATTERSON, P.C. P.O. Box 61301 Houston, TX 77208-1301 Telephone: (713) 956-5577 Facsimile: (713) 956-5570 E-mail: jjp@walkerandpatterson.com About J.C. Penney Company J.C. Penney Company, Inc. -- http://www.jcpenney.com/-- is an apparel and home retailer, offering merchandise from an extensive portfolio of private, exclusive, and national brands at over 850 stores and online. It sells clothing for women, men, juniors, kids, and babies. On May 15, 2020, J.C. Penney announced that it has entered into a restructuring support agreement with lenders holding 70% of its first lien debt. The RSA contemplates agreed-upon terms for a pre-arranged financial restructuring plan that is expected to reduce several billion dollars of indebtedness. To implement the plan, J.C. Penney and its affiliates on May 15, 2020, filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-20182). At the time of the filing, J.C. Penney disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the cases. The Debtors have tapped Kirkland & Ellis and Jackson Walker, LLP as legal counsel; Katten Muchin Rosenman, LLP as special counsel; Lazard Freres & Co. LLC as investment banker; AlixPartners, LLP as restructuring advisor; and KPMG, LLP as tax consultant. Prime Clerk is the claims agent, maintaining the page http://cases.primeclerk.com/JCPenney A committee of unsecured creditors has been appointed in Debtors' Chapter 11 cases. The committee is represented by Cole Schotz, P.C., and Cooley, LLP. An ad hoc committee of equity interest holders has been appointed in these chapter 11 cases. The committee tapped Walker & Patterson, P.C. as its special litigation counsel. JAMCO SERVICES: Files for Chapter 11 Bankruptcy Protection ---------------------------------------------------------- Clarissa Hawes of FreightWaves reports that small-business truckers are owed hundreds of thousands of dollars after a Texas oilfield construction and heavy equipment company, Jamco Services LLC, filed for Chapter 11 protection. Jamco Services LLC, doing business as Jam Construction, filed its petition in the U.S. Bankruptcy Court for the Western District of Texas on Nov. 25, 2020. According to its petition, Javier Almodova, president of Jam Construction, maintains that funds will be available for distribution to unsecured creditors. Four small trucking companies are collectively owed over $241,000. Among the heavy equipment company's top 20 unsecured creditors — which are last in line for payment in Chapter 11 cases — are four small-business trucking companies: Toro C Services LLC of Odessa, Texas, owed nearly $109,000; Western I&J Trucking of Clovis, New Mexico, owed almost $64,000; Optimus Trucking of Odessa, owed $36,325; and Garcia Trucking of Midland, Texas, owed $32,347. The heavy equipment construction company, which has 48 employees, also owes an unspecified amount of money to several small trucking companies that it contracted with to haul dirt, sand and gravel. Oilfield company receives PPP funds Jam Construction was among the more than 1,260 oilfield services companies in Texas that received loans to stay afloat during the COVID-19 pandemic through the U.S. Small Business Administration’s Paycheck Protection Program (PPP). According to the company's bankruptcy filing, it received a PPP loan for $772,000 from the FirstCapital Bank of Texas in Midland. Forgivable loans through the PPP started out with $350 billion in the CARES Act, signed into law by President Donald Trump in late March and replenished in April 2020 with an additional $320 billion. Another Texas oilfield services company, Eagle Pressure Controls LLC and its wholly owned subsidiary, Eagle PCO LLC of Navasota, Texas, recently filed for bankruptcy protection. Double whammy An oil glut and slumping sales amid the COVID-19 pandemic have forced several oil and gas companies to file for bankruptcy protection since March. A price war between OPEC and Russia, which caused oil prices to tank, forced several oil and gas companies into bankruptcy as well. The lack of business and nonpayment from debtors have forced oilfield equipment haulers in the oil patch also to file bankruptcy. About Jamco Services Jamco Services, LLC, d/b/a Jam Construction -- https://www.jamcoservices.com/ -- is a full-service heavy equipment construction company. Some of its services include drilling construction, frac pit construction, site remediation, oilfield construction, game fencing, pit lining, and oilfield construction. Jamco Services, LLC, sought Chapter 11 protection (Bankr. W.D Tex. Case No. 20-70142) on Nov. 25, 2020. The Debtor was estimated to have $1 million to $10 million in assets and liabilities. CONDON TOBIN SLADEK THORNTON, PLLC, led by James Seth Moore, is the Debtor's counsel. JC STRENGTH: Seeks to Tap Rountree Leitman as Legal Counsel ----------------------------------------------------------- JC Strength & Conditioning, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ the law firm of Rountree Leitman & Klein, LLC as its attorneys. The firm will render these legal services: (a) give Debtor legal advice with respect to its powers and duties as debtor-in-possession in the management of its property; (b) prepare on behalf of Debtor as debtor-in-possession necessary schedules, applications, motions, answers, orders, reports and other legal matters; and (c) assist in examination of the claims of creditors; (d) assist with formulation and preparation of the disclosure statement and plan of reorganization and with the confirmation and consummation thereof; and (e) perform all other legal services for Debtor as debtor-in-possession that may be necessary herein. The hourly billing rates of the firm's attorneys and paralegals are below: William A. Rountree $475 Hal Leitman $425 David S. Klein $425 Alexandra Dishun $425 Benjamin R. Keck $375 Alice Blanco $350 Elizabeth Childers $350 Kristin Harripaul $175 Sharon M. Wenger $195 Megan Winokur $150 Catherine Smith $150 Yasmi Alamin $150 The Debtor paid a security retainer of $16,717.00 to Rountree Letiman & Klein pre-petition. Mr. Rountree, a partner the law firm of Rountree Leitman & Klein, LLC, 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: William A. Rountree, Esq. ROUNTREE LEITMAN & KLEIN, LLC Century Plaza I 2987 Clairmont Road, Suite 175 Atlanta, GA 30329 Telephone: (404) 418-5680 Facsimile: (404) 704-0246 E-mail: swenger@rlklawfirm.com About JC Strength & Conditioning Established in 2008, JC Strength & Conditioning, Inc. is in the health and fitness business. JC Strength & Conditioning filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-21528) on Nov. 12, 2020. The petition was signed by Justin Tway, president. At the time of the filing, the Debtor disclosed total assets of $1,354,709 and total liabilities of $1,353,796. The Debtor is represented by Rountree Leitman & Klein, LLC. JOSEPH MARTIN THOMAS: $300K Erie Property Sale to Mlakars Confirmed ------------------------------------------------------------------- Judge Thomas P. Agresti of the U.S. Bankruptcy Court for the Western District of Pennsylvania confirmed Joseph Martin Thomas' private sale of the real estate located at 9830 Wattsburg Road, Erie, Pennsylvania, situate in the Township of Greene, County of Erie, and Commonwealth of Pennsylvania, to Richard A. Mlakar and Cynthia A. Mlakar for $299,900. A hearing on the Motion was held on Nov. 25, 2020. The sale is free and divested of liens and claims, with these liens and claims to be transferred to the proceeds of sale. The following expenses/costs will immediately be paid at the time of closing. Failure of the Closing Agent to timely make and forward the disbursements required by this Order will subject the closing agent to monetary sanctions, including among other things, a fine or the imposition of damages, after notice and hearing, for failure to comply with the above terms of the Order. Except as to the distribution specifically authorized, all remaining funds will be held by the Counsel for Movant pending further Order of the Court after notice and hearing: 1) The following liens/claims and amounts: (a) Payment in full of the first mortgage lien in favor of PNC Bank, National Association, in the approximate principal amount of $66,046, plus interest and satisfaction costs. 2) Delinquent real estate taxes, if any; 3) Current real estate taxes, pro-rated to the date of closing; 4) The costs of local newspaper advertising in the amount of $376, to be reimbursed to The Quinn Law Firm; 5) The costs of legal journal advertising in the amount of $236, to be reimbursed to The Quinn Law Firm; 6) Reimbursement to The Quinn Law Firm of the filing fee for the Motion to Sell Property of the Estate Free and Clear of Liens in the amount of $181; 7) The sum of $29,990 (10% of the sale price) from the net proceeds will be placed in escrow by the Debtor's counsel, Michael P. Kruszewski, Esquire and the Quinn Law Firm on account of approved and anticipated, necessary costs and expenses of the administration of the Bankruptcy Estate. Said funds will remain in escrow until an agreement is reached by relevant parties regarding the distribution of these funds or until further Order of Court. 8) The Court approved realtor commission in the amount of $17,220; 9) Other: The sum of no more than $1,500 will be paid to the closing agent who represents the Debtor at the time of the real estate closing. 10) Other: The sum of $9,884 will be paid to the Greene Township Sewer Authority, which represents the fees due and owing for tapping into public sewer services. 11) Other: Any and all due and owing municipal fees, as well as any and all water and sewer charges, if applicable, will be paid at the time of the closing. 12) Other: Transfer Taxes will be paid in accordance with the terms of the Agreement for Sale attached to the Motion for Private Sale of Real Property Free and Divested of Liens. Debtor is to pay one-half of the transfer taxes due and owing, which equals 1% of the purchase price or $2,999. 13) Other: The sum of $1,950 will be paid to the Office of the U.S. Trustee on account of quarterly U.S. Trustee's fees due in regard to the disbursements made at the time of the real estate closing. 14) Other: The remaining net proceeds will be sent to Salene Mazur Kraemer, Esquire of Bernstein Burkley, 707 Grant Street, Suite 2200, Pittsburgh, Pennsylvania 15219 as counsel to Wells Fargo Bank, National Association, representing a partial payment on the second mortgage lien in favor of Wells Fargo Bank, National Association, with an approximate principal balance due of $569,603, plus interest and satisfaction costs if applicable. Within seven days of the date of the Order, the Movant/Plaintiff will serve a copy of the within Order on each Respondent/Defendant (i.e., each party against whom relief is sought) and its attorney of record, if any, upon any attorney or party who answered the motion or appeared at the hearing, the attorney for the debtor, the Closing Agent, the Purchaser, and the attorney for the Purchaser, if any, and file a Certificate of Service. The Closing will occur within 30 days of the Order. Within seven days following closing, the Movant/Plaintiff will file a Report of Sale which will include a copy of the HUD-1 or other Settlement Statement. Joseph Martin Thomas sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 20-10334) on May 6, 2020. The Debtor tapped Michael P. Kruszewski, Esq., at The Quinn Law Firm, as counsel. JOSEPH MARTIN THOMAS: Proposes $300K Private Sale of Erie Property ------------------------------------------------------------------ Joseph Martin Thomas asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the private sale of the real estate located at 9830 Wattsburg Road, Erie, Pennsylvania to Richard A. Mlakar and Cynthia A. Mlakar for $299,900, subject to higher bids. These Respondents either appear to have liens on the real property which is the subject of the sale, or alternatively, are named as Respondents for the purpose of notifying them that a sale of the subject property, to which they may have some claim, is being proposed: (a) Tax Collector, Township of Greene, of 8628 Wattsburg Road, Erie, Pennsylvania, is being named as a Respondent in regard to the real estate taxes that will be due on the subject property in regard to the year 2020. (b) Greene Township Sewer Authority, of 9333 Tate Road, Erie, Pennsylvania, is being named a Respondent in regard to any possible charges that may be due and owing. Greene Township Sewer Authority is represented by Natalie Ruschell, Esquire, Ruschell & Associates, 9333 Tate Road, Suite 115, Erie, Pennsylvania 16509 or 308 Eaton Avenue, P.O. Box 577, Midway, Pennsylvania 15060. (c) Charles R. Burger and Margaret J. Burger who, upon information and belief, are deceased, were adult individuals formerly residing at 9890 Wattsburg Road, Erie, Pennsylvania 16509. Charles R. Burger and Margaret J. Burger, their heirs, successors, and assigns, are being named as Respondents because they were the holders of a Mortgage on the subject property dated March 21, 1994 and recorded on March 22, 1994 in Erie County Record Book 324, Page 2382 in the face amount of $28,997. (d) PNC Bank, National Association, located at 2730 Liberty Avenue, Pittsburgh, Pennsylvania, and a mailing address of P.O. Box 9498, Cleveland, Ohio 44101, is being named as a Respondent because it is the holder of a Mortgage on the subject property dated Jan. 13, 2009 and recorded on Jan. 26, 2009 in Erie County Record Book 1540, Page 1771 in the face amount of $75,000. It is believed that the payoff on this Mortgage is approximately $66,046.48. PNC Bank is represented by Brian Nicholas, Esquire, KML Law Group, PC, BNY Mellon Independence Center, 701 Market Street, Suite 5000, Philadelphia, Pennsylvania. (e) The Respondent, Wells Fargo Bank, National Association, located at 4101 Wiseman Blvd., Building 307, San Antonio, Texas, and Wells Fargo Bank, N.A., c/of Steven Treadway, 1620 E. Roseville Parkway, 1st Floor, Suite 100, MAC A1792-018, Roseville, California, is being named as a Respondent because it is the holder of a Mortgage on the subject property dated Dec. 22, 2016 and recorded on Dec. 22, 2016 at Erie County Instrument No. 2016-027941 in the face amount of $1.208 million. Wells Fargo Bank is also a party to an Assignment of Rents dated Dec. 22, 2016 and recorded on Dec. 22, 2016 at Erie County Instrument No. 2016-027944. It is believed that the payoff on this Mortgage is approximately $572,494. Wells Fargo Bank is represented by Salene Mazure Kraemer, Esquire, Bernstein-Burkley PC, 707 Grant Street, Suite 2200, Gulf Tower, Pittsburgh, Pennsylvania. (f) The United States of America, Internal Revenue Service, 950 Pennsylvania Avenue, NW, Washington, DC, is being named as a Respondent as it is the following Federal Tax Liens have been entered in the Court of Common Pleas of Erie County, Pennsylvania: (i) Federal Tax Lien entered on June 15, 2018 at Case No. 30954-2018 in the amount of $255,140 and (ii) Federal Tax Lien entered on July 9, 2018 at Case No. 31126-2018 in the amount of $187,571. The Debtor has been making payments on the tax obligations that are included in these tax liens and it is believed that the current balance due on these tax liens is approximately $275,977. (g) The Respondent, Commonwealth of Pennsylvania, Dept. of Revenue, Pa. Dept. of Revenue, Bankruptcy Division, P.O. Box 280946, Harrisburg, Pennsylvania, is being named as a Respondent because the following liens have been entered in the Court of Common Pleas of Erie County, Pennsylvania: (i) Tax Lien entered on Dec. 10, 2018 at Case No. 32118-2018 in the amount of $38,194 and (ii) Tax Lien entered on Feb. 4, 2019 at Case No. 30321-2019 in the amount of $20,512. The Debtor has been making payments on the tax obligations that are included in these tax liens and it is believed that the current balance due on these tax liens is approximately $24,465. The Commonwealth of Pennsylvania, Dept. of Revenue is represented by Lauren Michaels, Esquire, 1251 Waterfront Place, Mezzanine Level, Pittsburgh, Pennsylvania. (h) The Respondents, Richard A. Mlakar and Cynthia A. Mlakar, of 7710 N. Soledad Ave., Tucson, AZ 85741 and are being named as a Respondents because they are the prospective purchasers of the subject property. The Debtor holds title to the Estate as the Bankruptcy Code confers upon him. The Estate consists, in part, of the Property. Based upon market comparables, and consistent with the listing price for the Property, it is believed and therefore averred that the fair market value of the Property is approximately $299,900. The Debtor has secured an offer for the subject property from the Buyers in the amount of $299,900 on the terms of their Agreement for the Sale of Real Estate. He proposes that the encumbrances and other claims identified, to the extent that they validly encumber the subject property, be divested and transferred to the proceeds of sale. The Debtor also proposes that the funds created by the sale be subject to the prior payment of certain administrative costs and expenses allowed by the Court, including but not limited to, the filing fee for the Motion to Sell Property of the Estate Free and Clear of Liens in the amount of $181, as well as the actual out-of-pocket costs for advertising in both the Erie Times News and the Erie County Legal Journal. He also proposes payment of all usual and ordinary costs of sale, including but not limited to, the following: a) Payment of no more than $1,500.00 in fees to be paid to the closing agent who represents the Debtor at the time of the real estate closing; b) Any and all municipal fees, as well as any and all water and sewer charges, if applicable; c) Payment of any and all delinquent real estate taxes; d) Current real estate taxes, pro-rated to the date of closing; e) Transfer Taxes will be paid in accordance with the terms of the Agreement for Sale attached to the Motion for Private Sale of Real Property Free and Divested of Liens. The Debtor is to pay one-half of the transfer taxes due and owing, which equals 1% of the purchase price or $2,999. f) Payment of the Court approved realtor commission of 6% in the amount of $17,220; and g) Payment in full of the first mortgage lien on the real estate located at 9830 Wattsburg Road, Erie, Pennsylvania 16509 in favor of PNC Bank, National Association, in the approximate principal amount of $66,046, plus interest and satisfaction costs. The net proceeds from the sale, after payment of the first Mortgage, broker's commission, attorneys' fees, and the usual and ordinary costs of sale outlined will be paid as follows: a) The sum of $29,990 (10% of the sale price) from the net proceeds will be paid to the Debtor's counsel, Michael P. Kruszewski, Esquire and the Quinn Law Firm on account of approved and anticipated, necessary costs and expenses of the administration of the Bankruptcy Estate. Said sum will be partially distributed by the Debtor's counsel on account of approved costs/expenses of administration and/or held by Debtor’s counsel in trust until such costs and expenses are approved by the Court. b) The remaining net proceeds, currently estimated to be approximately $174,000, will be payable towards the second mortgage lien on the real estate located at 9830 Wattsburg Road, Erie, Pennsylvania in favor of Wells Fargo Bank, with an approximate principal balance due of $572,494, plus interest and satisfaction costs if applicable. A copy of the Agreement is available at https://tinyurl.com/y2qc6tuv from PacerMonitor.com free of charge. Joseph Martin Thomas sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 20-10334) on May 6, 2020. The Debtor tapped Michael P. Kruszewski, Esq., at The Quinn Law Firm, as counsel. JOSHUAVILLE LLC: Gets OK to Hire Leslie Cohen as Legal Counsel -------------------------------------------------------------- Joshuaville, LLC received approval from the U.S. Bankruptcy Court for the Central District of California to hire Leslie Cohen Law, PC as its legal counsel. The firm will provide these services: a. advise the Debtor regarding its rights and responsibilities under U.S. bankruptcy laws; b. prepare documents to be filed with the bankruptcy court and the Office of the U.S. Trustee; c. represent the Debtor in bankruptcy matters and in certain contested matters that would affect the administration of its Chapter 11 case; d. represent the Debtor in the negotiation, formulation and confirmation of a plan of reorganization; and e. render services for the purpose of pursuing, litigating or settling litigation. Leslie Cohen Law will be paid at these rates: Leslie Cohen $575 per hour J'aime Williams $395 per hour Senior Contract Attorneys $350 per hour Paraprofessionals $110 per hour Leslie Cohen Law received a pre-bankruptcy retainer of $76,717 from the Debtor. Of this amount, $6,620 was used to pay the firm's pre-bankruptcy services and the petition filing fee, leaving the balance of $70,097 held in the firm's account. The firm will also be reimbursed for out-of-pocket expenses incurred. Leslie Cohen, Esq., a partner at Leslie Cohen Law, disclosed in court filings that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Leslie Cohen Law can be reached at: Leslie A. Cohen, Esq. J'aime K. Williams, Esq. Leslie Cohen Law, PC 506 Santa Monica Blvd., Suite 200 Santa Monica, CA 90401 Telephone: (310) 394-5900 Facsimile: (310) 394-9280 Email: leslie@lesliecohenlaw.com jaime@lesliecohenlaw.com About Joshuaville LLC Joshuaville, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-19443) on Oct. 19, 2020. Wayne Tsang, manager, signed the petition. At the time of filing, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. Judge Neil W. Bason oversees the case. Leslie Cohen Law, PC serves as the Debtor's legal counsel. KRATON CORP: Moody's Ups Unsecured Notes to B2, Outlook Stable -------------------------------------------------------------- Moody's Investors Service upgraded Kraton Corporation's senior unsecured notes to B2 from B3, senior secured term loan to Ba2 from Ba3, and Speculative Grade Liquidity Rating to SGL-2 from SGL-3. At the same time, Moody's has affirmed Kraton's B1 Corporate Family Rating ("CFR") and B1-PD Probability of Default Rating. The rating outlook remains stable. Rating Upgrades: Issuer: Kraton Corporation Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Issuer: Kraton Polymers LLC Senior Unsecured Regular Bond/Debenture, Upgraded to B2 (LGD4) from B3 (LGD5) Issuer: Kraton Polymers Holdings B.V. Senior Secured Bank Credit Facility, Upgraded to Ba2 (LGD2) from Ba3 (LGD3) Rating Affirmations: Issuer: Kraton Corporation Corporate Family Rating, Affirmed B1 Probability of Default Rating, Affirmed B1-PD Outlook Actions: Issuer: Kraton Corporation Outlook, Remains Stable Issuer: Kraton Polymers LLC Outlook, Remains Stable RATINGS RATIONALE The upgrade of Kraton's senior unsecured notes to B2 from B3 reflects the improvement in their expected recovery based on Moody's Loss Given Default for Speculative-Grade Companies (LGD) Methodology. After Kraton used its $530 million Cariflex disposal proceeds to redeem its senior secured USD term loan and a large portion of its secured Euro term loan in the first nine months of 2020, senior unsecured notes now make up about 80% of the total reported debt, up from about 50% at the end of 2019. Management' plan to repay the remaining secured Euro term loans and finance the company mainly with senior unsecured debt in future would further reduce the subordinate risk of unsecured notes versus secured debt and improve their expected recovery in a distress scenario. Hence, the expected recovery of senior unsecured debt has moved close to the corporate-wide recovery rate implied by Kraton's B1 CFR. The upgrade of Kraton's secured term loan to Ba2 from Ba3 reflects the expected higher recovery of the remaining $117 million Euro tranche term loan based on Moody's LGD Methodology. The remaining Euro tranche term loan is secured by a substantial amount of the company's assets and ranks ahead of the senior unsecured notes. The affirmation of Kraton's B1 CFR reflects our expectation that management will maintain a prudent financial policy and use free cash flow generated from the business to reduce debt, as its earnings gradually improve from weakness in certain end markets largely as a result of COVID-19. In Q3 2020, Kraton improved its sales volume thanks to a recovery in many industrial end markets, but EBITDA was adversely affected by high fixed cost absorption due to lower operating rates from the timing of scheduled maintenance and turnaround activity. Moody's expects cost savings measures and free cash flow generation will help the company weather against demand weakness and feedstock volatility and its Moody's adjusted debt leverage to improve to mid-to-high four times in the next 12 months. Kraton's rating also reflects its leading market positions in styrenic block copolymers and pine-based specialty chemicals. The company benefits from its long-lived customer and supplier relationships, diverse end-markets and customers, both hydrocarbon and renewable raw materials. Its investment in high-margin products and improved specialty offerings bode well for a prospectively higher credit rating. The rating is constrained by earnings volatility, working capital swings, some risk of product substitution in pine chemicals and unexpected production outages. Management needs to balance the competing demands of shareholder return, capital reinvestment and achieving its publicly-stated objective for continued deleveraging. Kraton has good liquidity thanks to its cash balance, expected free cash flow generation and $250 million asset-based revolving credit facility. In April 2020, the company extended the maturity of its revolver to January 2023. Kraton reported $63 million cash on hand and $194 million availability under the revolver as of September 30, 2020. Moody's expects cash flow from operations will well cover its expected capital expenditure, providing liquidity for debt redemption in the next 12 months. However, rising raw material costs could increase working capital needs and reduce its operating cash flow. Environmental, social and governance factors are also factored in Kraton's rating. Being a listed company, Kraton is transparent in its financial reporting as well as financial policy. Kraton's pine-based chemicals use coproducts from natural kraft pulps which are renewable and environmentally friendlier than petrochemical alternatives. While the company's operation involves the storage and transportation of chemical substances subject to various environmental regulations, there were no material expenditures for environmental fines or remedial actions in the last three years. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The rating could be upgraded if Kraton's adjusted debt/EBITDA is sustainability below 4.5x. The rating could be downgraded, if EBITDA margins deteriorate, leverage exceeds 6.0x, or there is a lack of free cash flow generation. The principal methodology used in these ratings was Chemical Industry published in March 2019. Kraton Corporation, headquartered in Houston, Texas, is a major global producer of styrenic block copolymers (SBCs), which are synthetic elastomers used in industrial and consumer applications to impart favorable product characteristics such as flexibility, resilience, strength, durability and processability. Major end uses for Kraton's Polymer segment products include personal care products, packaging and films, medical applications, adhesives, sealants, coatings, paving, roofing and compounds. In January 2016, Kraton acquired Arizona Chemical Holdings Corporation, a producer and seller of pine-based specialty chemicals for use in end-markets including adhesives, fuel additives and roads, and reports results from the acquired business under its Chemical segment. The company generated revenues of about $1.8 billion in 2019. In March 2020, Kraton sold its Cariflex business to Daelim Industrial Co., Ltd. LAPEER INDUSTRIES: Taps Amherst Consulting, Appoints CRO -------------------------------------------------------- Lapeer Industries, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Amherst Consulting, LLC effective as of Oct. 26, 2020 to provide a Chief Restructuring Officer (CRO) and other supporting personnel. Sheldon Stone is to serve as the Debtor's CRO, and Amherst will provide additional Supporting Personnel from time to time. The specific tasks that the Amherst Professionals will perform for the Debtor are: (a) Be solely responsible and be vested with ultimate executive authority for all actions and decisions of the Debtor taken in the ordinary course of the Debtor's business, with the exception of day to day production decisions which shall reside with Jay Fenslau, subject to financial feasibility; provided however, nothing in this sub-paragraph (a) prohibits the CRO from soliciting input and/or guidance from the Debtor's CEO and/or other members of the Debtor's management team as and when appropriate; (b) Report directly to the management team consisting of Michael Billings, CFO, Jay Fenslau, operations manager, and Daniel Schreiber, CEO; (c) For decisions or actions of the Debtor outside of the ordinary course of business that, under the Debtor's respective governing documents, require the approval of the Debtor's board, including but not limited to approval of the sale of substantially all of the Debtor's assets, the CRO shall make a recommendation to the Management Team. Except with respect to Production Authority, the Debtor shall not make any decisions or take any actions outside of the ordinary course of business without first seeking and gaining the concurrence of the CRO. (d) Manage and control the Debtor's' strategic planning, including without limitation, the development, evaluation, negotiation and execution of business restructuring plans, plans of reorganization or liquidation, and/or the sale or other disposition of Debtor's assets; (e) Develop alternative strategies for improving profitability and liquidity, as appropriate, and assist in the implementation thereof; (f) Provide ongoing cash flow management and cash flow controls with sole responsibility and control over the disposition and uses of cash, credit facilities, checking accounts, deposit accounts and other financial assets, including, without limitation, authority over payment to vendors, and the exclusive authority to open and close deposit accounts and enter into agreements relating to same; (g) Provide advisory oversight and consultation for cash and liquidity to ensure the preservation or enhancement of the Debtor's financial condition, collection of past due accounts receivable; (h) Prepare financial models and budgets, including, without limitation, a budget and bi-weekly preparation and reconciliation of a 13-week cash flow forecast; (i) Manage the relationship with the Debtor and any secured lender(s); (j) Coordinate options to maximize the value of Debtor's assets and the sale of any portion of or all of the Debtor's business, assets, and property, including, without limitation, preparing Buyer List, Sale Business Teaser, CIM, and NDA while pursuing the Transaction; (k) Provide support and information to Debtor's certified public accountants; (l) Negotiate and/or communicate, as appropriate, with the Debtor's customers; (m) Coordinate the efforts of the Debtor's counsel, auditors and other outside advisors or agents to the maximum benefit of the Debtor; (n) Advise in developing the Debtor's strategy with regard to the Transaction and devote its commercially reasonable efforts toward assisting the Debtor to complete a Transaction; (o) Assist in analyzing the financial effects of the proposed Transaction; (p) Assist Debtor management in preparing either a confidential descriptive memorandum or other appropriate descriptive materials regarding the Debtor and the Transaction; (q) Assist the Debtor in the identification and screening of prospective purchasers; (r) As appropriate, assist the Debtor in its preparation, including related materials, for presentations by management to prospective purchasers and attend all management presentations for potential purchasers; (s) Assist the Debtor in coordinating the materials and information to be made available to prospective purchasers in the course of due diligence investigations of the Debtor; and Perform such other tasks that are mutually agreed upon from time to time; (t) Coordinate with and assist the Debtor and its legal counsel regarding matters related to the closing of a Transaction; and (u) Perform such other tasks that are mutually agreed upon from time to time. Amherst's hourly fees are: Sheldon Stone $350 Brian Phillips $300 Partners $350 Managing Directors $300 Directors $275 Analysts $225 Paraprofessionals $100 Amherst Consulting will also be reimbursed for reasonable out-of-pocket expenses incurred. Sheldon L. Stone, partner of Amherst Partners LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Amherst Partners can be reached at: Sheldon L. Stone AMHERST PARTNERS LLC 255 East Brown Street Suite 120 Birmingham, MI 48009 Tel: (248) 642-5660 About Lapeer Industries Lapeer Industries, Inc., is a design, machining and fabrication company serving the automotive and defense industries. It provides fabrication, automated welding, machining, painting, assembly and kitting services. Lapeer Industries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 20-31375) on Aug. 5, 2020. The case was initially assigned to Judge Joel D. Applebaum. On Aug. 13, 2020, the case was reassigned to Judge Phillip Shefferly and was assigned a new case number (Case No. 20-48744). At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $10 million and $50 million. Winegarden, Haley, Lindholm, Tucker & Himelhoch P.L.C. is the Debtor's legal counsel. Amherst Partners LLC, is the financial advisor. The U.S. Trustee for Regions 3 and 9 appointed a committee to represent unsecured creditors in the Chapter 11 case of Lapeer Industries Inc. The Committee hires Miller Canfield Paddock and Stone, P.L.C., as counsel. LATAM AIRLINES: Expects to Exit from Chapter 11 in 2nd Half of 2021 ------------------------------------------------------------------- Daniel Martínez Garbuno of Seeking Alpha reports that Roberto Alvo, LATAM's CEO, said that the airline would exit its Chapter 11 reorganization at some point during the second half of 2021. He added that the US's bankruptcy filing will allow LATAM to be more competitive and go one-on-one with low-cost operators. B During a webinar in Chile, Roberto Alvo spoke about the outlook for Chilean carriers going into 2021. He joined Estuardo Ortiz, JetSMART's CEO, and José Ignacio Dougnac, Sky Airline's CEO. He said that 2021 will be a recovery year, but it will have its ups and downs. According to the airline, LATAM is operating at a 33% capacity and expects to end the year near 40%. Meanwhile, the airline continues its process under the Chapter 11 bankruptcy in the U.S. Last quarter, the New York City court approved LATAM's DIP Financing for US$2.45 billion. Among the three Latin American carriers that are under Chapter 11 bankruptcies, LATAM received the largest funding. And the airline is confident about its future. Alvo said, "We are going to exit Chapter 11 strengthened. We will have a competitive cost structure, similar to the ones held by Sky and JetSMART, which will allow us to seize more opportunities. LATAM expects to exit its Chapter 11 reorganization during the second half of 2021." Shrink in Size Seeking Alpha notes that while the company hasn't formally presented its reorganization plan, LATAM is already shrinking its size. In May 2020, LATAM announced the rejection of 19 leasing contracts. It reduced its fleet by returning six long-haul widebody jets and 13 narrow-body Airbus models. Then, in September 2020, it was reported that the airline planned to offload 19 more Airbus A320 family leases. Still, the final size of the fleet is unknown. In its third-quarter results, LATAM stated that it "is currently evaluating the adequate fleet needs for the following years." LATAM ended the quarter with a total fleet of 317 aircraft. Of these, 102 are under operating leases, and 215 belong to the airline. In the third-quarter, LATAM reduced its expenses by 55%. It managed to reduce its wages and benefits payments by 56%. The airline, like many others, has furloughed people across its several branches. It even closed its regional domestic carrier LATAM Argentina. About LATAM Airlines LATAM Airlines Group S.A. -- http://www.latam.com/-- is a pan-Latin American airline holding company involved in the transportation of passengers and cargo and operates as one unified business enterprise. LATAM Airlines Group S.A. is the largest passenger airline in South America. Before the onset of the COVID-19 pandemic, LATAM offered passenger transport services to 145 different destinations in 26 countries, including domestic flights in Argentina, Brazil, Chile, Colombia, Ecuador and Peru, and international services within Latin America as well as to Europe, the United States, the Caribbean, Oceania, Asia and Africa. LATAM Airlines Group S.A. and its 28 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11254) on May 25, 2020. Affiliates in Chile, Peru, Colombia, Ecuador and the United States are part of the Chapter 11 filing. The Debtors disclosed $21,087,806,000 in total assets and $17,958,629,000 in total liabilities as of Dec. 31, 2019. The Hon. James L. Garrity, Jr., is the case judge. Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as general bankruptcy counsel; FTI Consulting as restructuring advisor; and Togut, Segal & Segal LLP and Claro & Cia in Chile as special counsel. Prime Clerk LLC is the claims agent. LAURYN HOPE: Seeks to Hire Sternberg Nacarri as Counsel ------------------------------------------------------- Lauryn Hope Enterprises, Inc. seeks authority from the US Bankruptcy Court for the Middle District of Louisiana to hire Sternberg, Nacarri & White, LLC as its counsel. Sternberg will give the Debtor legal advice with respect to its powers and duties as a debtor-in-possession and to perform all legal services for the Debtor which may be necessary. SNW received in trust a retainer in the amount of $6,717.00. For services rendered after the Petition Date, SNW has agreed to an hourly rate of $300.00, Ryan J. Richmond, Esq. a partner at Sternberg, assures the court that the firm is disinterested and does not hold or represent an interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Ryan J. Richmond, Esq. Sternberg, Naccari & White, LLC 935 Gravier St #2020 New Orleans, LA 70112 Phone: +1 504-324-2141 About Lauryn Hope Enterprises, Inc. Lauryn Hope Enterprises, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. La. Case no. 20-10740) on Ot. 30, 2020, listing under $1 million in both assets and liabilities. Ryan James Richmond, Esq. at Sternberg, Naccari & White, LLC serves as the Debtor's counsel. LEAFBUYER TECHNOLOGIES: Incurs $867K Net Loss in First Quarter -------------------------------------------------------------- Leafbuyer Technologies, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $867,034 on $652,723 of sales revenue for the three months ended Sept. 30, 2020, compared to a net loss of $2.10 million on $490,235 of sales revenue for the three months ended Sept. 30, 2019. As of Sept. 30, 2020, the Company had $4.31 million in total assets, $4.51 million in total liabilities, and a total stockholders' deficit of $200,303. As of Sept. 30, 2020, the Company had $882,227 in cash and cash equivalents and a working capital deficit of $2,417,301. The Company is dependent on funds raised through equity financing. Its cumulative net loss of $16,868,158 was funded by debt and equity financing. Accordingly, the Company said there is substantial doubt about its ability to continue as a going concern within one year after the date the financial statements are issued. Leafbuyer said, "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 actions presently being taken to further implement our business plan of expansion of products, geographical locations we sell our services and deeper market penetration will generate additional revenues and eventually positive cash flow and 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 to that effect." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1643721/000147793220006657/lbuy_10q.htm About Leafbuyer Leafbuyer Technologies, Inc. is a marketing technology company for the cannabis industry and is an online cannabis resource. Leafbuyer reported a net loss of $5.51 million on $2.53 million of revenue for the year ended June 30, 2020, compared to a net loss of $6.55 million for the year ended June 30, 2019. As of June 30, 2020, the Company had $4.97 million in total assets, $4.42 million in total liabilities, and $552,530 in total equity. B F Borgers CPA PC, in Lakewood, Colorado, the Company's auditor since 2017, issued a "going concern" qualification in its report dated Sept. 25, 2020, citing that the Company has suffered recurring losses from operations and has a significant accumulated deficit. These factors raise substantial doubt about the Company's ability to continue as a going concern. LIONS GATE: Moody's Downgrades CFR to B1, Outlook Stable -------------------------------------------------------- Moody's Investors Service downgraded Lions Gate Entertainment Corp.'s corporate family rating (CFR) to B1 from Ba3, its probability of default rating to B1-PD from Ba3-PD. Moody's also downgraded the senior unsecured notes to B3 from B2 issued under the company's subsidiary Lions Gate Capital Holdings LLC. Concurrently, Moody's confirmed the Ba2 rating on its 1st lien senior secured credit facilities issued by the company's subsidiary, consisting of a $1.5 billion revolving credit facility due 2023, a $750 million term loan due 2023, and a $1.25 billion term loan due 2025. The rating action was due to sustained high leverage with expectations that leverage will remain high during the next 18 months before improving in 2022 to a level consistent with the B1 CFR. The outlook is stable. This rating action concludes the review for downgrade initiated on October 16, 2019. The speculative grade liquidity rating was maintained at SGL-2. Downgrades: Issuer: Lions Gate Entertainment Corp. Probability of Default Rating, Downgraded to B1-PD from Ba3-PD Corporate Family Rating, Downgraded to B1 from Ba3 Issuer: Lions Gate Capital Holdings LLC Senior Unsecured Regular Bond/Debenture, Downgraded to B3 (LGD5) from B2 (LGD5) Confirmations: Issuer: Lions Gate Capital Holdings LLC Senior Secured Bank Credit Facility, Confirmed at Ba2 (LGD2) from (LGD3) Outlook Actions: Issuer: Lions Gate Entertainment Corp. Outlook, Changed to Stable from Rating Under Review RATINGS RATIONALE Lions Gate Entertainment Corp.'s B1 CFR reflects the company's position as a global content leader among motion picture and television studios with its Starz premium pay TV network and a growing global direct-to consumer television platform, its film and television production and distribution businesses, and its large library of nearly 17,000 motion picture titles and television programs. It also reflects high Moody's adjusted leverage of 6.3x (5.4x cash leverage) with an expectation that leverage will increase further over the next year due to lingering economic disruptions in the motion picture industry caused by the Covid-19 pandemic as well as the company's planned increase in content spending to support the expansion of its Starz platform internationally. Following the increase in debt due to the company's acquisition of Starz, LLC in December 2016 and settling of the Starz acquisition dissenter equity claims in early 2019, along with investments in Starz International, leverage became elevated. Moody's believes Lionsgate will refocus on reducing its high leverage as it finishes investing in the expansion of Starz. The credit profile reflects the strength and diversity of the company's segments but is constrained by the volatility and exposure that remains in the film business. The company has performed better than expected this year during the Covid-19 pandemic as it has benefited from strong library content demand and is becoming in effect an "arms dealer" to the multitude of streaming platforms. Starz a la carte subscription growth outperformed and helped to mitigate the drop from Comcast's premium pay network package. Also, the company has been adapting and increasing its cost control efforts in the current environment and Moody's expects leverage will improve to under 5x by fiscal 2023 or sooner if the company raises equity, as it has publicly contemplated, against specific assets that include its international Starz business, in order to reduce debt more quickly. The company's expiration of its Starz fixed rate bundled premium Pay TV carriage deal with Comcast was a recurring revenue loss, but Moody's believes the company will be successful in continuing to mitigate the decrease in future revenues as it transitions its Starz revenue composition more towards an a la carte model with Comcast and more importantly, it grows its international direct to consumer business. The stable outlook reflects the continued benefit from Starz ownership: added scale, enhanced diversification and operating synergies over the long-run. However, leverage is high and expected to increase further due to some lingering disruptions caused by the coronavirus pandemic's effects on the film industry and additional investments in content to finish building out the Starz platform. As of the last twelve months ended Sept. 30, 2020, Debt-to-EBITDA leverage was high for the B1 CFR and will increase during the next 12 months before it improves back under 5.0x towards the end of fiscal 2023 which will position the company more in line with the B1 corporate family rating. The company does not have financial flexibility for debt-financed acquisitions or shareholder returns within its B1 rating as long as leverage remains elevated. The outlook also assumes that the company will improve operating performance as the negative effects from the coronavirus subsides and the motion picture business improves, and it will apply its free cash flows and any potential non-core asset sale proceeds towards debt repayment to reduce leverage. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS As the company's rating is expected to be weakly positioned through fiscal 2021, an upgrade is unlikely in the near term. Over the next few years, the ratings could be upgraded if management commits to more conservative financial policies and leverage is sustained comfortably under 4.0x. The ratings could be downgraded if liquidity or cash flow is adversely affected or its expectation of the company's ability or commitment towards debt reduction dissipates such that leverage is expected to be sustained over 5.0x (with Moody's standard adjustments). The rating could also be downgraded if the company's liquidity position comes under pressure, or cash flow generation does not improve following the company's increased period of content spending and marketing to expand its Starz footprint. Significant ratings pressure would also be prompted by a permanent shift towards more aggressive financial policies. With regards to its ESG framework, environmental and social risks are usually not a factor in the rating process for companies in the motion picture business. However, with the recent spread of the coronavirus and subsequent movie theater closures across the country, Moody's views this as a social risk and expect it to create delays in film releases and revenues until the threat of the spread has subsided. On the other hand, the company has had success with recent film releases using PVOD and other hybrid distribution models. Other social risks for Lions Gate can include the event of a data breach, where intellectual property and other internal types of sensitive records could be subject to legal or reputational issues. However, management monitors its social risks closely, including data protection, and workforce resource planning. Lions Gate Entertainment Corp. is a public company with a financial policy that allows for elevated leverage in periods of content investment. Lions Gate's leverage profile is higher than most other media companies at the B1 rating level and the willingness to operate with higher leverage represents an aggressive financial policy. However, Moody's believes that the company intends to reduce leverage and sustain it under 4.0x (with Moody's adjustments) over the long-term. The SGL-2 rating assumes that the company will generate low, but positive cash flows during the next 12 months as it experiences continuing disruptions due to Covid-19 and increases its content spend in connection with the expansion of Starz. For the LTM period ended September 30, 2020, the company generated over $450 million in free cash flow and has approximately $460 million of cash on its balance sheet and Moody's anticipates that annual working capital needs are between $100 and $150 million. Use of this excess cash to further reduce either senior secured or senior unsecured debt to improve leverage metrics would be generally viewed as credit positive. Absent any change to the CFR, a material reduction of solely the unsecured debt could result in ratings pressure on the senior secured instruments due to less junior debt loss absorption. However, if a similar amount of senior secured debt is repaid, instrument ratings would likely remain unchanged. The company's liquidity profile is supported by a sizeable revolver with a capacity of $1.5 billion, which is currently undrawn. Moody's anticipates that Lionsgate may occasionally rely on its revolver in interim periods to fund film/television production costs. The credit facility consists of a 4.5x net first lien leverage covenant and a 2.5x interest coverage covenant. Moody's expects Lionsgate will remain in compliance under both covenants over the next twelve months. Lionsgate, domiciled in British Columbia, Canada (with its headquarters in Santa Monica, CA), is a vertically integrated next-generation global content leader with a diversified presence in motion picture production and distribution, television programming and syndication, premium pay television networks, home entertainment, global distribution and sales, interactive ventures and games and location-based entertainment. Annual revenues as of LTM 9/30/2020 were roughly $3.5 billion. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. LIVE NATION: Moody's Affirms B2 CFR, Outlook Negative ----------------------------------------------------- Moody's Investors Service affirmed Live Nation Entertainment, Inc.'s B2 corporate family rating (CFR), B2-PD probability of default rating, B1 ratings on its senior secured credit facilities and senior secured notes, and B3 ratings on its senior unsecured notes. Moody's also downgraded the company's speculative grade liquidity rating to SGL-3 from SGL-2. The outlook remains negative. "The CFR was affirmed because Moody's expects live events to return in the second half of 2021, which will begin the recovery in the company's revenue and profitability", said Peter Adu, Moody's Vice President and Senior Analyst. "The downgrade of the SGL rating captures the company's cash burn until live events return", Adu added. Ratings Affirmed: Corporate Family Rating, B2 Probability of Default Rating, B2-PD Senior Secured Bank Credit Facilities, B1 (LGD3) Senior Secured Notes, B1 (LGD3) Senior Unsecured Notes, B3 (LGD5) Rating Downgraded: Speculative Grade Liquidity Rating, to SGL-3 from SGL-2 Outlook Action: Outlook, Remains Negative RATINGS RATIONALE Live Nation's B2 CFR is constrained by: (1) the continued significant negative impact of the coronavirus pandemic on its revenue, profitability and cash flow; (2) the ongoing suspension of live events until a vaccine is widely available; and (3) leverage (adjusted Debt/EBITDA) that will be sustained above 7x through the next 12 to 18 months (-13x for LTM Q3/2020). The rating benefits from: (1) adequate liquidity, which provides flexibility to meet its obligations over the next 12 months; (2) good market position, enhanced by established relationships with performing artists together with platforms for concert promotions and ticketing; which create substantial entry barriers; and (3) good growth prospects especially in emerging markets, where rising middle class incomes will drive increased consumption of live events once the pandemic is under control. The rapid spread of the coronavirus outbreak, deteriorating global economic outlook, low oil prices, and high asset price volatility have created an unprecedented credit shock across a range of sectors and regions. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The rating action reflects the impact on Live Nation of the deterioration in credit quality it has triggered, given its exposure to live events, which has left it vulnerable to shifts in market demand and sentiment in these unprecedented operating conditions. Live Nation's social risk is elevated. The coronavirus pandemic is expected to continue to impact operations in the live entertainment sector and in turn Live Nation's earnings and cash flow until a vaccine becomes available. Also, the company's market position attracts periodic adverse publicity related to both consumer protection and anti-competitive behavior. These lead to periodic calls for regulatory intervention and although the company has not been sanctioned, credit concerns exist. Live Nation's governance risk is elevated as it has engaged in growth by acquisitions in the past without a public leverage target. Live Nation has adequate liquidity (SGL-3). Sources approximate $1.7 billion while Moody's estimates that negative free cash flow will be about $1 billion in the 12 months to September 30, 2021, with minimal debt maturities. The company has stated that it expects to consume about $175 million per month on average for the last three months of 2020 (salaries, rent, interest, capex and other expenses). Moody's expects the cash burn to improve in 2021 due to severance expenses incurred in 2020, which will generate over $200 million in annual run-rate savings as well as the return of live events once a vaccine is widely available in the middle of 2021. Liquidity is supported by $563 million of availability under its $630 million multi-revolving credit facility that matures in October 2024 (none drawn but there is $67 million of letters of credit outstanding), $400 million of delayed draw term loan that can be tapped for liquidity purposes through October 2021 and repayable in October 2024, and cash of about $700 million at September 30, 2020 (excluding $614 million in ticketing client cash, about $1 billion of net event-related deferred revenue and accrued artist fees, and $250 million of net minimum liquidity). Live Nation has to comply with a $500 million minimum liquidity test and Moody's has deducted that amount from the company's cash, net of $250 million of deferred revenue. Live Nation has limited ability to generate liquidity from asset sales. The negative outlook reflects Live Nation's depressed credit metrics and ongoing cash burn due to suspension of live events. The negative outlook also signals that a rating downgrade may occur if the coronavirus pandemic significantly pressures demand for live events and the company's liquidity beyond mid-2021. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS For an upgrade to be considered, the company must demonstrate stable operating performance, eliminate its cash burn and maintain good liquidity while sustaining Debt/EBITDA below 5.5x (-13x for LTM Q3/2020) and FCF/Debt above 5% (-13% for LTM Q3/2020). The ratings could be downgraded if suspension of live events continues beyond mid-2021, if liquidity becomes weak or if Debt/EBITDA is sustained above 6.5x (-13x for LTM Q3/2020) and FCF/Debt below 0% (-13% for LTM Q3/2020). The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Live Nation Entertainment, Inc., headquartered in Beverly Hills, California, owns, operates and/or exclusively books venues and promotes live entertainment with operations in North America, Europe, Asia and South America. The company also operates a leading live entertainment ticketing and marketing company (Ticketmaster). Revenue for the twelve months ended Sept. 30, 2020 was $4.5 billion. LRGHEALTHCARE: Hires William S. Gannon as Conflicts Counsel ----------------------------------------------------------- LRGHealthcare received approval from the U.S. Bankruptcy Court for the District of New Hampshire to employ William S. Gannon, PLLC as its conflicts counsel. The firm will handle matter that the Debtor may encounter, which are not appropriate for Nixon Peabody LLP, the Debtor's lead counsel, to handle due to potential conflicts of interest. The firm will charge $520 per hour for its services and will seek reimbursement for its actual expenses. William S. Gannon is disinterested within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: William S. Gannon, Esq. William S. Gannon, PLLC 889 Elm Street, 4th Floor Manchester, NH 03101 Tel: 603-621-0833 Email: bgannon@gannonlawfirm.com About LRGHealthcare LRGHealthcare -- www.lrgh.org -- is a not-for-profit healthcare charitable trust operating Lakes Region General Hospital, Franklin Regional Hospital, and numerous other affiliated medical practices and service programs. LRGH is a community-based acute care facility with a licensed bed capacity of 137 beds, and FRH is a 25-bed critical access hospital with an additional 10-bed inpatient psychiatric unit. In 2002, Lakes Region Hospital Association and Franklin Regional Hospital Association merged, with the merged entity renamed LRGHealthcare. LRGHealthcare offers a wide range of medical, surgical, specialty, diagnostic, and therapeutic services, wellness education, support groups, and other community outreach services. LRGHealthcare filed a Chapter 11 petition (Bankr. D.N.H. Case No. 20-10892) on October 19, 2020. The petition was signed by Kevin W. Donovan, president and chief executive officer. At the time of the filing, the Debtor estimated to have $100 million to $500 million in both assets and liabilities. Judge Bruce A. Harwood oversees the case. The Debtor tapped Nixon Peabody LLP as counsel; Deloitte Transactions and Business Analytics LLP and Kaufman, Hall & Associates, LLC as financial advisors; and Epiq Corporate Restructuring, LLC as claims, noticing, solicitation, and administrative agent. The U.S. Trustee for Region 1 appointed a committee of unsecured creditors on Oct. 23, 2020. The committee is represented by Sills Cummis & Gross P.C. LUMEN TECHNOLOGIES: Moody's Rates New $750MM Sr. Unsec. Notes B2 ---------------------------------------------------------------- Moody's Investors Service assigned a B2 to Lumen Technologies, Inc.'s proposed $750 million senior unsecured notes due 2029 (Unsecured Notes) which will be issued by CenturyLink, Inc. The net proceeds from the sale of the Unsecured Notes will be used to redeem $500 million of Qwest Corporation's 6.125% senior notes due 2053 and for general corporate purposes, including reducing revolving or other indebtedness. All other ratings including the company's Ba3 corporate family rating (CFR) and stable outlook are unchanged. Assignments: Issuer: Lumen Technologies, Inc. Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD5) RATINGS RATIONALE Lumen's Ba3 CFR reflects its predictable and further enhanced cash flow from its 2019 dividend reduction, its broad base of operations and strong market position. The company's publicly-stated financial policy focuses on the longer-term achievement of a company-calculated net debt to adjusted EBITDA range of 2.75x to 3.25x, with steady debt reductions over at least the next two years funded with discretionary free cash flow. In addition, Lumen's continuing record of consistent network investment at a level generally above its peer group average demonstrates its commitment to its long-term competitive position. These positives are offset by still high but declining leverage and revenue weakness across its business units, exacerbated by secular industry challenges and a highly competitive operating environment. Revenue contracted 3.4% in the third quarter of 2020 compared with the same period in the prior year, but this revenue contraction has steadily diminished from higher levels over the last five quarters. Lumen has demonstrated strong cost-cutting success at a faster than planned pace from initial synergy targets following its November 2017 acquisition of Level 3, significantly offsetting the impact of revenue weakness on operating margins. Lumen's company-calculated adjusted EBITDA margin for Q3 2020 of 42.4% was essentially flat when compared with the same period a year ago. However, company-calculated adjusted EBITDA margins have been steadily increasing since the close of the Level 3 acquisition and are up almost 690 basis points from a pre-close third quarter 2017 level of 35.5%. With Moody's expectation for EBITDA margins to continue increasing on an annual basis along with increased free cash flow from the 2019 dividend cut, Lumen is now well-positioned to pay down about $2 billion of debt each year through year-end 2022. As of September 30, 2020, Lumen's leverage (Moody's adjusted) was approximately 3.9x. Moody's expects Lumen to have a good liquidity profile over the next 12 months, reflected by its SGL-2 speculative grade liquidity rating and supported by $526 million cash on hand as of September 30, 2020, and its expectation of at least $2.1 billion of after dividend free cash flow for full year 2020. The company had approximately $1.5 billion of near-term debt maturities as of September 30, 2020. Lumen also has $1.125 billion of availability under its $2.2 billion senior secured revolving credit facility that expires in January 2025. With respect to the term loan A facilities and the revolver, the credit agreement requires Lumen to maintain a total leverage ratio of not more than 4.75x and a minimum consolidated interest coverage ratio of at least 2x. The term loan B facility is not subject to the leverage or interest coverage maintenance covenants. Moody's estimates Lumen will remain comfortably in compliance with the total leverage ratio and interest coverage ratio for the next 12 to 18 months. The instrument ratings reflect both the probability of default of Lumen, as reflected in the Ba3-PD probability of default rating, an average expected family recovery rate of 50% at default and the loss given default (LGD) assessment of the debt instruments in the capital structure based on a priority of claims. Lumen's corporate structure includes two layers of debt (secured/unsecured) at the holding company (Lumen Technologies, Inc.) level and three main operating company credit pools (Qwest Corporation, Embarq Corporation and Level 3 Parent, LLC) with multiple classes of debt within each. At the holding company level, Moody's rates the company's secured credit facility Ba3 and unsecured notes B2. Lumen's senior secured credit facilities, including its revolver and term loans, are rated Ba3, reflecting their senior position ahead of Lumen's unsecured debt. The senior secured credit facilities are guaranteed by CenturyTel Investments of Texas, Inc., Qwest Communications International Inc., Qwest Services Corp., CenturyTel Holdings, Inc., CenturyLink Communications, LLC, and Centel Corporation. Unsecured guarantors include Embarq Corporation and Qwest Capital Funding, Inc. Wildcat Holdco LLC (Parent of Level 3 Parent, LLC) provides a pledge of stock. The B2 senior unsecured rating reflects its junior position in the capital structure at the holding company level and the significant amount of senior debt, including as of Sept. 30, 2020 $8.7 billion of debt at Lumen, $10.1 billion of debt at Level 3, $4.2 billion of debt at Qwest Corporation, $0.4 billion of debt at Qwest Capital Funding, Inc. and $1.6 billion of debt at Embarq Corporation and its subsidiaries. The senior unsecured debt of Qwest Corporation is rated Ba2 based on its structural seniority and relatively low leverage of 1.3x (Moody's adjusted) as of September 30, 2020. The senior unsecured notes of Level 3 Financing, Inc. are rated Ba3, reflecting their structural seniority to Level 3 Parent, LLC, and junior position relative to Level 3 Financing, Inc.'s senior secured bank credit facility and senior secured notes which are rated Ba1. Leverage within the Level 3 Parent LLC credit pool was 3.5x (Moody's adjusted) as of Sept. 30, 2020. The senior unsecured debt of Embarq Corporation is rated Ba2, reflecting a structurally senior (relative to Lumen) claim on the assets of Embarq Corporation, which had leverage of 1.0x (Moody's adjusted) as of June 30, 2020. The senior secured debt of Embarq Corporation's operating subsidiary, Embarq Florida, Inc., is rated Baa3. The stable outlook reflects Lumen's sustainable deleveraging trajectory following an early 2019 dividend reduction, continued strong execution on cost synergies since the Level 3 acquisition in November 2017 and solid opportunities for continuing transformational synergies over the next several years. Moody's expects that Lumen's leverage (Moody's adjusted) will steadily fall below 4.0x by year-end 2020, supported by solid operational execution and continued margin expansion despite continued secular pressures on top-line growth, with excess cash flow dedicated to debt reduction. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could downgrade Lumen's CFR to B1 if leverage (Moody's adjusted) increases above 4.25x or free cash flow turns negative, both on a sustained basis, or if capital investment is reduced to levels that could weaken the company's competitive position. A sustained reversal in the currently declining pace of revenue contraction could also result in a downgrade. Moody's could upgrade Lumen's CFR to Ba2 if both revenue and EBITDA were stabilized, leverage (Moody's adjusted) was sustained below 3.75x and free cash flow to debt was in the high single-digit percentage range. The principal methodology used in this rating was Telecommunications Service Providers published in January 2017. Lumen Technologies, Inc., headquartered in Monroe, Louisiana, is an integrated communications company that provides an array of communications services to residential, business, governmental and wholesale customers. In October of 2017, Lumen acquired Level 3, an international communications company with one of the world's largest long-haul communications and optical internet backbones. The company generated approximately $21.2 billion in revenue over the last 12 months ended September 30, 2020. MALLINCKRODT PLC: Smith, Fishman, Bragar Represent Equity Holders ----------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firms of Fishman Haygood, LLP, Smith Katzenstein & Jenkins, LLP and Bragar Eagel & Squire, P.C. submitted a verified statement to disclose that they are representing the Ad Hoc Group of Equity Holders in the Chapter 11 cases of Mallinckrodt PLC, et al. On or around November 16, 2020, the Ad Hoc Group of Equity Holders was formed and retained attorneys currently affiliated with to represent them as counsel in connection with the potential formation of, and service on, a formal committee of equity holders in connection with the Debtors proposed restructuring and certain of their subsidiaries and affiliates. BES is joined in the representation by attorneys currently affiliated with Fishman Haygood, LLP and Smith Katzenstein & Jenkins, LLP. BES, FH and SKJ represent the Ad Hoc Group of Equity Holders in their capacity as equity shareholders of the Debtors. BES, FH and SKJ do not represent or purport to represent any other entities in connection with the Debtors' chapter 11 cases. BES, FH and SKJ do not as yet represent the Ad Hoc Group of Equity Holders as a "committee" and do not undertake to represent the interests of, and are not fiduciaries for, any entity or shareholder that has not signed a retention agreement with BES, FH or SKJ. In addition, the Ad Hoc Group of Equity Holders does not represent or purport to represent any other entities in connection with the Debtors' chapter 11 cases. One of the members of the Committee, Mr. Amit Arad, has reached out and is in communication with a group of as many as 200 or more shareholders, holding about 10% or more of the share capital of the Debtors to support the efforts to form an Ad Hoc Equity Committee, including the other members of the Committee, many of whom have filed letters in support of forming an equity committee. Mr. Arad has or may seek to act formally or informally on behalf of the shareholders with whom he is in contact. The undersigned counsels have not been retained by these other shareholders, although they are aware that Mr. Arad is in contact with the group and may be supported by it. Upon information and belief formed after due inquiry, BES, FH or SKJ do not hold any disclosable economic interests in relation to the Debtors. As of Nov. 23, 2020, members of the Ad Hoc Equity Holders Group and their disclosable economic interests are: Shares ------ Amit Arad 30,000 Gamal Gan Israeli Rick Barry 72,000 Plano, TX Peter Hoferek 38,000 Omaha, Neb. Vinoth Balasubramani 25,000 Saugarties, N.Y. Lee Rodgers 50,000 Nguyenson Sean Yo 440,950 The Ad Hoc Group of Equity Holders, through its undersigned counsel, reserves the right to amend or supplement this Verified Statement in accordance with the requirements of the Bankruptcy Rule 2019 at any time in the future. Counsel for the Ad Hoc Committee of Equity Holders can be reached at: SMITH, KATZENSTEIN & JENKINS LLP Kathleen M. Miller, Esq. Robert K. Beste, Esq. 1000 West Street, Suite 1501 P.O. Box 410 Wilmington, DE 19801 Tel: 302-652-8400 E-mail: kmiller@skjlaw.com rbeste@skjlaw.com Lawrence P. Eagel, Esq. Bragar Eagel & Squire, P.C. 810 Seventh Avenue, Suite 620 New York, NY 10019 Tel: 212-308-5858 Fax: 212-214-0506 E-mail: eagel@bespc.com - and - Brent B. Barriere, Esq. Tristan Manthey, Esq. FISHMAN HAYGOOD, L.L.P. 201 St. Charles Avenue, Suite 4600 New Orleans, LA 70170-4600 Tel: 504-586-5252 Fax: 504-586-5250 E-mail: tmanthey@fishmanhaygood.com bbarriere@fishmanhaygood.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3q42bE3 and https://bit.ly/379PZch About Mallinckdrodt PLC Mallinckrodt -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. As of March 27, 2020, the Company had $10.17 billion in total assets, $8.27 billion in total liabilities, and $1.89 billion in total shareholders' equity. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware in the U.S. (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against the Company. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Latham & Watkins LLP, Ropes & Gray LLP and Wachtell, Lipton, Rosen & Katz are serving as counsel to the Company, Guggenheim Securities, LLC is serving as investment banker and AlixPartners LLP is serving as restructuring advisor to Mallinckrodt. Hogan Lovells is serving as counsel with respect to the Acthar Gel matter. Prime Clerk LLC is the claims agent. MANIRRAH LLC: Gets OK to Hire Judson H. Henry as New Counsel ------------------------------------------------------------ Manirrah, LLC received approval from the U.S. Bankruptcy Court for the Northern District of California to employ the Law Office of Judson H. Henry as its new counsel. Judson H. Henry will substitute for the Law Offices of Selwyn D. Whitehead. Selwyn D. Whitehead withdrew as Debtor's legal counsel in its Chapter 11 case on Nov. 6. The services that Judson H. Henry will render are: a. give Debtor legal advice with respect to its powers and duties in the continued operation of its businesses and management of its properties; b. prepare legal papers and represent the Debtor at court hearings; and c. perform all other necessary legal services for the Debtor. Judson H. Henry will charge $250 per hour for its services. Judson H. Henry does not represent interests adverse to the Debtor in the matters upon which it is to be engaged, according to court filings. The firm can be reached through: Judson H. Henry, Esq. Law Office of Judson H. Henry 150 Sunrise Blvd suite h-6 Fair Oaks, CA 95628 Phone: +1 916-966-1047 About of Manirrah LLC Manirrah, LLC is a company in Lafayette, Calif., which is primarily engaged in renting and leasing real estate properties. On June 24, 2020, Manirrah sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 20-41076). The petition was signed by Stephanie J. Harriman, Debtor's manager. At the time of the filing, Debtor had estimated assets of between $1 million and $10 million and estimated liabilities of the same range. Judge William J. Lafferty, III oversees the case. The Law Office of Judson H. Henry serves as the Debtor's legal counsel. MANUFACTURING METHODS: Hires Butler & Butler as Legal Counsel ------------------------------------------------------------- Manufacturing Methods, LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of North Carolina to hire Butler & Butler, LLP, as its legal counsel. The services that Butler & Butler will render are: a. prepare schedules, statement of financial affairs and other necessary documents; b. represent the Debtor at the first meeting of creditors; c. defend any automatic stay motions filed by creditors; d. prepare and file the required disclosure statement and plan of reorganization and seek confirmation of the plan; and e. provide any other services necessary to the reorganization of the Debtor. The firm's hourly rates are: Algernon l. Butler, III $385 Associate Attorney $285 Paralegal $150 Butler & Butler is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached at: Algernon L. Butler, III Butler & Butler, LLP P.O. Box 38 Wilmington, NC 28402 Tel: (910) 762-1908 Fax: (910) 762-9441 About Manufacturing Methods, LLC Manufacturing Methods, LLC primarily operates in the fabricated structural metal business. Manufacturing Methods filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 20-03549) on Nov. 3, 2020. The petition was signed by Hanson O. Peterson, III, manager. At the time of filing, the Debtor disclosed $1,538,374 in assets and $2,566,409 in liabilities. Judge David M. Warren oversees the case. Algernon L. Butler, III, Esq., at Butler & Butler, LLP, represents the Debtor as counsel. MARAVAI INTERMEDIATE: Moody's Upgrades CFR to B2, Outlook Stable ---------------------------------------------------------------- Moody's Investors Service upgraded the ratings of Maravai Intermediate Holdings, LLC, including the Corporate Family Rating (CFR) to B2 from B3 and Probability of Default Rating to B2-PD from B3-PD. Moody's also upgraded the rating on the senior secured credit facilities to B2 from B3. Moody's also assigned a Speculative Grade Liquidity Rating of SGL-1, signifying very good liquidity. The outlook is stable. The upgrade of the CFR reflects Maravai's improved business profile mainly driven by strong earnings and cash flow growth, and lower financial leverage. Following its recent IPO and subsequent repayment of $50 million of senior secured debt, adjusted debt/EBITDA has improved to 5.0x (vs. 5.8x as of December 31, 2019). Going forward, Moody's expects Maravai's leverage to further decline in the absence of debt-funded acquisitions. The upgrade is further supported by Moody's expectation of a more conservative financial policy as a public company and Moody's expectation that Maravai will continue to generate positive free cash flow. Ratings upgraded: Issuer: Maravai Intermediate Holdings, LLC Corporate Family Rating, Upgraded to B2 from B3 Probability of Default Rating, Upgraded to B2-PD from B3-PD Senior Secured First Lien Term Loan due 2027, Upgraded to B2 (LGD4) from B3 (LGD4) Senior Secured Revolving Credit Facility due 2025, Upgraded to B2 (LGD4) from B3 (LGD4) Ratings assigned: Issuer: Maravai Intermediate Holdings, LLC Assign Speculative Grade Liquidity Rating, at SGL-1 Outlook Actions: Issuer: Maravai Intermediate Holdings, LLC Outlook remains Stable RATINGS RATIONALE Maravai's B2 CFR reflects its small size and high but improving financial leverage with debt/EBITDA of 5.0x. The credit profile is also constrained by the company's track record of aggressive financial policies including numerous debt-funded shareholder distributions. Further, Moody's expects that improving financial flexibility from earnings growth will be used for business development. That said, Moody's expects a less aggressive financial policy going forward as Maravai transitions to public ownership. Maravai's rating is constrained by its modest market position where it competes with significantly larger and well-capitalized players. In addition, Maravai has a somewhat limited operating track record, as the company was formed through a series of acquisitions. These challenges are tempered by the company's high profit margins and Moody's expectation for at least mid-to-high single-digit revenue growth over the next 12 to 18 months. Revenue growth will be driven by favorable demand trends for Maravai's products used in drug R&D and manufacturing, and other end markets such as components for certain COVID-19 vaccine candidates. While these bring sizeable opportunities for Maravai, the nascent mRNA technology that is being used in some COVID-19 vaccines programs makes the impact difficult to quantify until more data on the vaccine candidates is available. Moody's expects that Maravai will have very good liquidity over the next 12-18 months, characterized by free cash flow of at least $60 million annually, with significant upside depending on the success of certain COVID-19 vaccine programs. Moody's expects capex to be roughly $30 million in 2020 including investments in on-going capacity expansion but to decrease in 2021 to $10 to $15 million. Pro forma the recent IPO, Maravai will have $172 million of cash and equivalents. Internal liquidity is supported by a $150 million revolving credit facility expiring 2025 that Moody's anticipates will largely remain undrawn. Environmental risks are not considered material to Maravai's credit rating. The company has some exposure to the coronavirus outbreak - both positive and negative. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The temporary closure of research labs creates a revenue headwind for Maravai's protein detection business, which will shave off a couple of percentage points of revenue growth for the whole company in 2020. On the other hand, Maravai is involved with several COVID-19 vaccine research projects where it applies its technological expertise in the field of cell and gene therapy to provide vaccine components for pharmaceutical and biopharma companies. This in turn is providing a material revenue tailwind for the company, but its duration and magnitude will be largely dependent on the success of the various vaccine development programs. From a governance perspective, Maravai's high leverage reflects an aggressive financial policy and its significant ownership by private equity even after the IPO may lead to shareholder-friendly actions which are detrimental to creditors. The stable outlook reflects Moody's expectation that Maravai will continue to grow revenue and earnings, but that financial leverage will remain high to support business development. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company materially increases its scale and effectively manages growth across key business segments, and if the company demonstrates more conservative financial policies. Quantitatively, sustaining debt/EBITDA around 4.0x would support an upgrade. The ratings could be downgraded if the company's operating performance weakens, or it engages in material debt-funded acquisitions or shareholder initiatives. Quantitatively, a downgrade could occur if Maravai sustains debt/EBITDA above 5.0x. Maravai Intermediate Holdings, LLC is the parent holding company of Maravai Life Sciences. Maravai manufactures scientific reagents used in drug development and manufacturing, diagnostic tests, life science tools, and for other research purposes. Over 80% of revenue is derived from gene therapy and bioproduction. The company is majority-owned by Chicago-based private equity firm GTCR and was formed through a series of acquisitions completed in December 2017. Annual sales are roughly $200 million. The principal methodology used in these ratings was Manufacturing Methodology published in March 2020. MARINE BUILDERS: Nov. 28 Auction of Vessel Jenny Lynne Set ---------------------------------------------------------- Judge Andrea K. McCord of the U.S. Bankruptcy Court for the Southern District of Indiana authorized the auction sale by Marine Builders, Inc. and Marine Industries Corp., with the approval of Lender WesBanco Bank, Inc., of the vessel Jenny Lynne by Elite Auctions in accordance with the terms of their Commercial Exclusive Right to Sell/Lease Contract. The Parties will cooperate in good faith and use commercially reasonable efforts to pursue the sale of the Jenny Lynne by public auction and otherwise in accordance with the terms of the Order and the Agreed Entry and such additional terms as are mutually agreeable to the Parties. The Property Sale will occur by Nov. 28, 2020. WesBanco will have the right to credit bid at the Property Sale. WesBanco consents to the Debtors' retention of the Auctioneer on the terms set forth in the Auctioneer Agreement and the Debtors' retention of the Broker on the terms set forth in the Brokerage Agreement. Upon the consummation of a Property Sale, without further notice, hearing, or approval of the Court, the Debtors will be authorized to pay, and the Auctioneer and the Broker will be entitled to receive, their respective commissions in accordance with the terms of the Auctioneer Agreement and the Broker Agreement and the respective Orders of the Court authorizing their retention and employment. As of the date of the entry of the Order, available information concerning the Auction is as follows: a. Property to Be Sold: The Jenny Lynne, an 87', triple-engine, 2006 Voyager motor yacht built by Marine Builders, Inc.; b. Auctioneer: Elite Auctions; c. Auctioneer Contact Information: Elite Auctions, 9128 Strada Place, #10115, Naples, Florida 34108; (844) 226-7883; eliteauctions.com; d. Date, Time, and Location of Auction: Unless a Property Sale occurs prior thereto, the Auction is currently scheduled to take place on Nov. 28, 2020 at 11:00 a.m. (ET), at the Broker's office, Worth Avenue Yachts, 866 NE 20th Avenue, Fort Lauderdale, Florida. Remote bidding will be available. The specific date and time of the auction may be subject to change. Anyone wishing to obtain updated information concerning the date, time, and other details of the Auction should visit the Auctioneer's website at https://eliteauctions.com/87-voyagerjenny-lynne/. In connection with any Property Sale, the proceeds of the Property Sale will be distributed as follows: a. First, the following obligations will be reserved for, reimbursement or paid, as applicable, from the gross sale proceeds of a Property Sale: (A) the Auctioneer's and Broker's commissions in accordance with the terms of the Auctioneer Agreement and Brokerage Agreement or the costs associated with the auction, as applicable; (B) any buyer's broker fees that the Debtors, after consultation with WesBanco, agree with the purchaser to pay from the gross sale proceeds in connection with a Property Sale; and (C) any transfer taxes. b. Second, the Net Sale Proceeds will be allocated as follows: (A) the remaining principal owed on the Promissory Notes; (B) outstanding pre-petition interest on the Promissory Notes; (C) outstanding attorney's fees, costs, and expenses recoverable under the Promissory Notes which arose pre-petition; (D) outstanding post-petition interest on the Promissory Notes; and (E) outstanding attorney's fees, costs, and expenses recoverable under the Promissory Notes which arose post-petition. c. Third, the remainder of the Net Sale Proceeds leftover after paying obligations will be allocated exclusively to the Debtors to pay outstanding administrative expense claims; specifically, U.S. Trustee fees, and allowed fees of the Debtors' attorneys, Dentons Bingham Greenebaum LLP and Bob Herre, as well as $60,000 to be held by the New Washington State Bank ("NWSB") for application towards adequate protection payments and other obligations of the Debtors to NWSB, all of the foregoing to be consistent with and subject to the terms of the Cash Collateral Order. d. Fourth, if there are additional Net Sale Proceeds after the payment of the claims set forth, then they will be applied to reduce the secured claim of NWSB. The automatic stay of section 362 of the Bankruptcy Code is deemed modified solely to the extent necessary to facilitate the remittance to WesBanco of the Net Sale Proceeds agreed to be allocated to it and for WesBanco's application of such Net Sale Proceeds to the Promissory Notes, all in accordance with the terms of this Order and the Agreed Entry. Promptly upon the payment in full of the Promissory Notes, WesBanco will file on the docket of the Chapter 11 Cases a notice that MBI Claim No. 7 and MIC Claim No. 4 have been satisfied in full. For the avoidance of doubt, the entry of the Order approving the Agreed Entry and the entry of the Order will constitute approval by the Court to enter into a sale of the Jenny Lynne, and no other Court approval of a sale is required. For the avoidance of doubt, all rights, claims, and objections of the respective Parties are reserved in connection with MBI Claim No. 7 and MIC Claim No. 4 and the calculation of the payoff amount for the Promissory Notes. Notwithstanding anything to the contrary in the Bankruptcy Code or the Bankruptcy Rules, the Order will be immediately effective in accordance with its terms upon the entry on the docket of the Chapter 11 Cases and the Court's approval thereof. The entry of the Order and the approval of the Agreed Entry is without prejudice to all rights and remedies of NWSB. A copy of the Contract is available at https://tinyurl.com/y6kef476 from PacerMonitor.com free of charge. About Marine Builders Marine Builders -- http://www.marinebuilders.net/-- is a family-owned and operated company in the boat building business. With 26-acre site and 14,000-square-foot of fabrication shop, Marine Builders has both new construction and repair capabilities. Founded in 1972, Marine Builders manufactures custom vessels, ranging from work boats and barges to dry docks and excursion vessels. Its subsidiary, Marine Industries Corporation, primarily operates in the marine supplies business. Marine Builders and Marine Industries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bank. S.D. Ind. Lead Case No. 19-90632) on April 25, 2019. In the petitions signed by David A. Evanczyk, president and CEO, the Debtors were estimated to have $1 million to $10 million in both assets and liabilities. The cases are assigned to Judge Basil H. Lorch III. James R. Irving, Esq., at Bingham Greenebaum Doll LLP, represents the Debtors as counsel. MD AMERICA: Gets OK to Hire Porter Hedges as Counsel ---------------------------------------------------- MD America Energy, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Porter Hedges LLP as its counsel. MD America requires Porter Hedges to: (a) provide legal advice with respect to the Debtors' rights and duties as debtors-in-possession and continued business operations; (b) assist, advise and represent the Debtors in analyzing their capital structure and in investigating the extent and validity of liens, cash collateral stipulations or contested matters; (c) assist, advise and represent the Debtors in any cash collateral or post-petition financing transactions; (d) assist, advise and represent the Debtors in the formulation of a disclosure statement and plan of reorganization and assist the Debtors in obtaining confirmation and consummation of a joint plan of reorganization; (e) assist, advise and represent the Debtors in any manner relevant to preserving and protecting their estates; (f) investigate and prosecute preference, fraudulent transfer and other actions arising under the Debtors' bankruptcy avoiding powers; (g) prepare legal papers; (h) appear in court; (i) assist the Debtors in administrative matters; (j) perform all other legal services for the Debtors which may be necessary and proper in their Chapter 11 proceedings; (k) assist, advise and represent the Debtors in any litigation matter; (l) continue to assist and advise the Debtors in general corporate and other matters; and (m) provide other legal services as requested by the Debtors from time to time. The firm's standard hourly rates are: Partners $525 to $925 Counsel $375 to $825 Associates $420 to $590 Paraprofessionals $235 to $355 On June 23, 2020 and Sept. 30, 2020, PH received retainers in the amounts of $200,000 and $350,000, respectively (a total of $550,000) for pre-bankruptcy and post-petition services rendered and expenses incurred. John Higgins, Esq., a partner at Porter Hedges, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: John F. Higgins, Esq. Porter Hedges LLP 1000 Main Street, 36th Floor Houston, TX 77002 Telephone: (713) 226-6000 Facsimile: (713) 226-6248 Email: jhiggins@porterhedges.com About MD America Energy MD America Energy, LLC is a Texas-based oil and gas operating company engaged in the acquisition, development, exploitation and production of crude oil and natural gas properties in East Texas. Assets currently consist of approximately 71,000 net acres with over 300 drilled and operated wells. MD America Energy, which is the principal operating entity, currently owns approximately 64,683 net acres with 256 operated wells, focused in the Brazos Valley in East Texas and over 100 miles of low-pressure natural gas gathering lines owned and operated by MD America's subsidiary, MD America Pipeline LLC. For more information, visit https://www.mdae.com/ On Oct. 12, 2020, MD America Energy and its affiliates sought Chapter 11 protection (Bankr. S.D. Texas Case No. 20-34966) to seek confirmation of their prepackaged Chapter 11 plan. At the time of the filing, MD America Energy had estimated assets of between $50 million and $100 million and liabilities of between $100 million and $500 million. The Debtors tapped Porter Hedges LLP as their legal counsel, Paladin Management Group LLC as restructuring advisor, and FTI Consulting, Inc. as financial advisor. Prime Clerk LLC is the claims agent. MEDIACOM COMMUNICATION: Moody's Affirms Ba1 CFR, Outlook Stable --------------------------------------------------------------- Moody's Investors Service affirmed Mediacom Communications Corporation's ratings, including the Ba1 Corporate Family Rating (CFR) and Ba1-PD Probability of Default Rating (PDR). Moody's also affirmed the Ba1 senior secured bank credit facilities at MCC Iowa LLC and Mediacom Illinois LLC, two wholly-owned subsidiaries of Mediacom. The outlook is stable. Affirmations: Issuer: Mediacom Communications Corporation Probability of Default Rating, Affirmed Ba1-PD Corporate Family Rating, Affirmed Ba1 Issuer: MCC Iowa LLC Senior Secured Bank Credit Facility, Affirmed Ba1 (LGD4) from (LGD3) Issuer: Mediacom Illinois LLC Senior Secured Bank Credit Facility, Affirmed Ba1 (LGD4) from (LGD3) Outlook Actions: Issuer: MCC Iowa LLC Outlook, Remains Stable Issuer: Mediacom Communications Corporation Outlook, Remains Stable Issuer: Mediacom Illinois LLC Outlook, Remains Stable RATINGS RATIONALE Mediacom's credit profile is supported by very strong credit metrics, similar to investment-grade (IG) peers, including leverage, interest coverage, and free cash flow (FCF) to debt. Moody's projects all metrics to improve over the next 12-18 months. Leverage will fall to near 1.0x (Moody's adjusted debt/EBITDA), assuming all available free cash flow is used for debt repayment, providing the company with significant financial flexibility. The financial policy is conservative, with a commitment to keep net leverage below 3x (Management adjusted). The business model is strong and stable, with mostly recurring revenue, and driven by sustained and strong broadband demand. Moody's expects broadband subscribers to rise by the mid-single-digit percent range, with penetration rates approaching 50%. The contribution of broadband, with very high margins, supports strong EBITDA margins over 40%. The Company is well-positioned to defend its market share with a very competitive high-speed data (HSD) network. Liquidity is also very good, supported by free cash flow of at least $400 million. The primary constraints to achieving an investment grade rating are a debt and organization structure that are unusual for an investment-grade company especially given the company's moderate scale and a financial policy that allows for financial leverage above Moody's expectation for the investment-grade level. Mediacom's organizational structure has twin credit silos managed as one but contractually and structurally separate. There are no cross-guarantees, cross-default or cross-collateralization provisions across the silos. As a result, the moderate scale of the combined companies (representing MEDICAL DIAGNOSTIC: Trustee Taps Cunningham as Auctioneer --------------------------------------------------------- Roger W. Brown, Chapter 7 Trustee of The Medical Diagnostic Imaging Group, Ltd. seeks approval from the U.S. Bankruptcy Court for the District of Arizona to retain Cunningham & Associates, Inc. as its auctioneer. The Debtor owned certain business assets, to-wit: miscellaneous office furniture and fixtures. The Trustee has determined that an auction of the Property may yield funds for the Estate. The auctioneer has agreed to assist the Trustee with the liquidation of estate assets. The auctioneer's fees will be a commission of 10 percent of the sale proceeds. Cunningham & Associates is a disinterested person or entity within the meaning of 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: George Cunningham Cunningham & Associates Inc. 6502 N. 27th Avenue Phoenix, AZ 85017 Phone: +1 888-777-9888 About Medical Diagnostic The Medical Diagnostic Imaging Group, Ltd., a provider of diagnostic radiology services, and its affiliate MDIG of Arizona, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case Nos. 19-15722 and 19-15726) on Dec. 16, 2019. On Dec. 23, 2019, MDIG of Pennsylvania, LLC and MDIG of Washington, PLLC filed voluntary Chapter 11 petitions (Bankr. D. Ariz. Case Nos. 19-16025 and 19-16026). At the time of the filing, the Debtors each disclosed assets of between $1 million and $10 million and liabilities of the same range. Medical Diagnostic, MDIG of Pennsylvania and MDIG of Washington are represented by Michael W. Carmel, Ltd. while MDIG of Arizona is represented by Stinson LLP. On Jan. 13, 2020, the Office of the U.S. Trustee appointed creditors to serve on the official committee of unsecured creditors in Medical Diagnostic's Chapter 11 case. The committee tapped Perkins Coie LLP as its legal counsel, and Resolute Commercial Services as its financial advisor. Susan Goodman of JD Pivot Health Law was appointed as patient care and consumer privacy ombudsman. MERCURY FINTECH: Reports Third Quarter 2020 Financial Results ------------------------------------------------------------- Mercurity Fintech Holding Inc. reported its unaudited financial results for the third quarter ended Sept. 30, 2020. Commenting on the quarter, Ms. Alva Zhou, chairperson of the Board and chief executive officer, said, "As challenges of the pandemic persist and due to our new focus on capturing the opportunity of the digital assets industry, the Q3 2020 operating results reflect the stage of our initial business transition. We are building our team and products to execute this strategic transition." Mr. Erez Simha, chief financial oOfficer and interim president of the company, commented, "I joined the company in late August this year because I believe in the tremendous opportunity that the digital assets industry represents. Since I joined, I have been working with our executive teams to analyze our potential addressable markets, forming our business strategy, aligning our product road map and building a team that is necessary to execute it. We have launched and introduced our DeFi platform earlier this month and plan to introduce additional products linked to our DeFi platform in the next few months. We will invest majority of our resources and focus on bringing a comprehensive DeFi offering to the market." Summary of Third Quarter Results: Revenues for the third quarter of 2020 were $41,000 compared to $580,000 in the same period last year. The revenues for the third quarter of 2020 consisted of software development fees earned from a new client who entered into a contract with the company in July 2020. The software development and maintenance contracts signed in 2019 were completed in the second quarter of 2020. Cost of revenues for the third quarter of 2020 were $30,000, compared to $116,000 in the same period last year. The cost of revenues consisted primarily of the direct cost related to the contract signed in July 2020. Gross profit for the third quarter of 2020 was $11,000, compared to $464,000 in the same period last year. General and administrative expenses for the third quarter of 2020 were $644,000, compared to $87,000 in the same period last year. The general and administrative expenses consisted primarily of employee's costs, office expenses and professional fees. The increase in general and administrative expenses primarily reflected increases in employees' costs and office expenses as a result of the Company's acquisition of NBpay Investment Limited in March 2020. In the third quarter of 2020, share-based compensation of approximately $204,000 was included in employees' costs and professional fees. Loss from operations for the third quarter of 2020 was $633,000 compared to income from operations of $377,000 in the same period last year. Loss before provision for income taxes for the third quarter of 2020 was $631,000 compared to an income before taxes of $396,000 in the same period last year. Cash and cash equivalents as of Sept. 30, 2020 were $187,000, compared to $435,000 as of Dec. 31, 2019. Total shareholders' equity as of Sept. 30, 2020 was $11.2 million, compared to total shareholders' equity of $8.0 million as of Dec. 31, 2019. Due to uncertainty as a result of the continued global pandemic and new product development, the Company will not provide a financial forecast for Q4 2020. A full-text copy of the press release is available for free at: https://www.sec.gov/Archives/edgar/data/1527762/000110465920129747/tm2037118d1_99-1.htm About Mercurity Formerly known as JMU Limited, Mercurity Fintech Holding Inc.'s current principal business is to design and develop digital asset transaction platforms based on blockchain technologies for customers to facilitate asset trading, asset digitalization and cross-border payments and provide supplemental services for such platforms, such as customized software development services, maintenance services and compliance support services. The Company started this new business since its acquisition of Mercurity Limited (previously known as Unicorn Investment Limited) in May 2019. Mercurity reported a net loss of $1.22 million for the year ended Dec. 31, 2019, a net loss of $123.24 million for the year ended Dec. 31, 2018, and a net loss of $161.90 million for the year ended Dec. 31, 2017. METRO CONCRETE: Seeks to Hire Sugar Felsenthal as Conflicts Counsel ------------------------------------------------------------------- Metro Concrete, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Iowa to employ Sugar Felsenthal Grais & Helsinger, LLP as its special conflicts counsel. Sugar Felsenthal will assist the Debtor in matters where its legal counsel, Bradshaw, Fowler, Proctor & Fairgrave, P.C., has a conflict of interest. The firm's hourly rates are: Shareholders $500 (Blended rate) Paraprofessionals $250 Sugar Felsenthal neither holds nor represents any interest adverse to Debtor or its estate, and is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Mark S. Melickian, Esq. Sugar Felsenthal Grais & Helsinger, LLP 30 N. LaSalle St. Suite 3000 Chicago, IL 60602 Phone: (312) 704-2174 Email: mmelickian@sfgh.com About Metro Concrete Metro Concrete, Inc. offers masonry and concrete services to residential and commercial customers. Metro Concrete filed a voluntary petition for relief under Chapter 11 of Bankruptcy Code (Bankr. S.D. Iowa Case No. 20-02011) on Nov. 2, 2020. Metro Concrete President Richard Hammons signed the petition. At the time of the filing, the Debtor disclosed total assets of $959,255 and total liabilities of $1,221,644. Judge Anita L. Shodeen oversees the case. The Debtor tapped Bradshaw, Fowler, Proctor & Fairgrave, P.C. as bankruptcy counsel, Charnetski, Lacina, Clower & Follette LLP as corporate counsel, Sugar Felsenthal Grais & Helsinger LLP as special conflicts counsel, and Newport Advisors Corporation as financial advisor. METRO CONCRETE: Taps Charnetski Lacina as Corporate Counsel ----------------------------------------------------------- Metro Concrete, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Iowa to employ Charnetski, Lacina, Clower & Follette LLP as its corporate counsel. The Debtor requires Charnetski to: (a) assist the Debtor in the negotiation, formulation, confirmation, and implementation of a Chapter 11 plan; and (b) assist the Debtor with such organizational and transactional matters as the Debtor may require of Charnetski in connection with its Chapter 11 case. The firm received $1,000 as a retainer. Charnetski is a disinterested person as that term is defined in Bankruptcy Code Section 101(14), according to court filings. The firm can be reached through: Donald J. Charnetski, Esq. Charnetski, Lacina, Clower & Follette, LLP 1022 Broad St. PO Box 655 Grinnell, IA 50112 Phone: (641) 236-4545 About Metro Concrete Metro Concrete, Inc. offers masonry and concrete services to residential and commercial customers. Metro Concrete filed a voluntary petition for relief under Chapter 11 of Bankruptcy Code (Bankr. S.D. Iowa Case No. 20-02011) on Nov. 2, 2020. Metro Concrete President Richard Hammons signed the petition. At the time of the filing, the Debtor disclosed total assets of $959,255 and total liabilities of $1,221,644. Judge Anita L. Shodeen oversees the case. The Debtor tapped Bradshaw, Fowler, Proctor & Fairgrave, P.C. as bankruptcy counsel, Charnetski, Lacina, Clower & Follette LLP as corporate counsel, Sugar Felsenthal Grais & Helsinger LLP as special conflicts counsel, and Newport Advisors Corporation as financial advisor. METRO CONCRETE: Taps Newpoint Advisors as Financial Advisor ----------------------------------------------------------- Metro Concrete, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Iowa to employ Newpoint Advisors Corporation as its financial advisor. Metro Concrete requires Newpoint to: a. assist in preparing or reviewing a 13-week budget and cash flow analysis; b. work with the Debtor to develop alternative strategies for improving profitability and liquidity and assist in their implementation; c. if requested, assist or manage a sale process (prepare marketing information on the Debtor, develop a list of potential targets, coordinate and arrange meetings with interested parties, build an online data room, assist with negotiations and work with counsel and management to consummate a transaction); d. coordinate with the Debtor's legal counsel regarding matters related to the restructuring process; and e. perform other services as requested by Debtor throughout the bankruptcy process. Newpoint's services will be charged at $235 per hour. The firm received a pre-bankruptcy retainer of $5,000. Newpoint is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Matthew Brash Newpoint Advisors Corporation 1320 Tower Road Schaumburg, IL 60173 Tel: (312) 656-9750 About Metro Concrete Metro Concrete, Inc. offers masonry and concrete services to residential and commercial customers. Metro Concrete filed a voluntary petition for relief under Chapter 11 of Bankruptcy Code (Bankr. S.D. Iowa Case No. 20-02011) on Nov. 2, 2020. Metro Concrete President Richard Hammons signed the petition. At the time of the filing, the Debtor disclosed total assets of $959,255 and total liabilities of $1,221,644. Judge Anita L. Shodeen oversees the case. The Debtor tapped Bradshaw, Fowler, Proctor & Fairgrave, P.C. as bankruptcy counsel, Charnetski, Lacina, Clower & Follette LLP as corporate counsel, Sugar Felsenthal Grais & Helsinger LLP as special conflicts counsel, and Newport Advisors Corporation as financial advisor. MGBV PROPERTIES: Seeks to Hire Adam Law Group as Counsel -------------------------------------------------------- MGBV Properties, Inc. seeks authority from the US Bankruptcy Court for Middle District of Florida to hire Thomas C. Adam of Adam Law Group, P.A. as its counsel. MGBV Properties requires Adam Law Group to: a. give advice to the Debtor with respect to its powers and duties as Debtor-in-Possession; b. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the Local Rules of Court; c. prepare motions, pleadings, orders, applications, disclosure statements, plans of reorganization, commence adversary proceedings, and prepare other such legal documents necessary in the administration of the bankruptcy case; d. protect the interest of the Debtor in all matters pending before the bankruptcy court; and e. represent the Debtor in negotiations with its creditors and in preparation of the disclosure statement and plan of reorganization. Adam Law Group will be paid based upon its normal and usual hourly billing rates. Adam Law Group will be paid a retainer in the amount of $5,217. Adam Law Group will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas C. Adam, a partner at Adam Law Group, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Adam Law Group can be reached at: Thomas C. Adam, Esq. ADAM LAW GROUP, P.A. 301 W. Bay Street, Suite 1430 Jacksonville, FL 32202 Tel: (904) 329-7249 E-mail: tadam@adamlawgroup.com About MGBV Properties, Inc. MGBV Properties, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-02901) on Sept. 30, 2020, listing under $1 million in both assets and liabilities. Thomas C. Adam, Esq. at THE ADAM LAW GROUP P.A. serves as the Debtor's counsel. MOUNTAIN WEST: Seeks to Hire Tolson & Wayment as Counsel -------------------------------------------------------- Mountain West Ag seeks authority from the U.S. Bankruptcy Court for the District of Idaho to hire Tolson & Wayment, PLLC as its legal counsel. The firm will render these legal services: (a) give the Debtor legal advice with respect to its powers and duties under Chapter 11; (b) take the necessary action to avoid liens as required, and assist the Debtor in performing its other statutory duties; (c) prepare legal papers; (d) file motions for use of cash collateral and obtain authority to incur secured debt, when necessary; and (e) assist the Debtor in the preparation of the disclosure statement and Chapter 11 plan; and (f) perform all other legal services; The firm's services will be provided mainly by Aaron Tolson, Esq., who will be paid at $250 per hour. Mr. Tolson does not represent any interest adverse to the Debtor or the estate in the matters upon which he is to be engaged, according to court filings. The attorney can be reached at: Aaron J. Tolson, Esq. Tolson & Wayment, PLLC 2677 E. 17th Street, Suite 300 Ammon, ID 83406 Telephone: (208) 228-5221 Facsimile: (208) 228-5200 About Mountain West Ag Mountain West Ag filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 20-40856) on Nov. 3, 2020. At the time of filing, the Debtor estimated $500,001 to $1 million in assets and 50,000 in liabilities. Aaron J Tolson, Esq. as Tolson & Wayment, PLLC represents the Debtor as counsel. MTE HOLDINGS: Potter Anderson 6th Update on Service Providers ------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Potter Anderson & Corroon LLP submitted a sixth amended verified statement to disclose an updated list of Ad Hoc Committee that it is representing in the Chapter 11 cases of MTE Holdings LLC, et al. On October 22, 2019, October 23, 2019, and November 8, 2019, each of the Debtors filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code. On November 20, 2019, the Office of the United States Trustee held a meeting to form an official committee of unsecured creditors. The U.S. Trustee did not appoint an official committee of unsecured creditors at the meeting, and on December 3, 2019, the U.S. Trustee filed the Statement that a Committee of Unsecured Creditors Has Not Been Appointed [Docket No. 164]. Many of the creditors comprising the Ad Hoc Committee submitted questionnaires to the U.S. Trustee and appeared at the Formation Meeting; however, many, if not all, of these creditors have statutory liens pursuant to Chapter 56 of Title 5 of the Texas Property Code. See generally Tex. Prop. Code Ann. § 56 et seq. Following the Formation Meeting, the creditors that make up the Ad Hoc Committee organized as a group to protect and preserve their rights and the rights of similarly situated creditors in these cases [Docket No. 160]. The Ad Hoc Committee consists of parties who performed labor or provided services to, or furnished or hauled material, machinery, or supplies used in, the Debtors' mineral activities. As of Nov. 24, 2020, members of the Ad Hoc Committee and their disclosable economic interests are: Materialmen's Lien ------------------ Alamo Pressure Pumping, LLC $19,517,624.27 1101 N. Little School Road Arlington, TX 76017 DuraChem Services $4,474,085.56 2719 W County Road 114 Midland, TX 79706 FESCO, Ltd. $1,586,814.77 1000 FESCO Ave. Alice, TX 78332 JW Powerline, LLC $5,820,435.78 2401 E. Interstate 20 Midland, TX 79701 McClinton Energy Group, LLC $3,361,901.45 16260 Hwy 191 Midland, TX 79707 RWLS d/b/a Renegade Services $3,330,708.55 1937 West Avenue (PO Box 862) Levelland, TX 79336 STEP Energy Services Holdings Ltd $3,784,145.08 480 Wildwood Forest Drive Suite 300 Spring, TX 77380 Trio Equipment Co. $812,540.30 3683 E Highway 44 Alice, TX 78332 Nothing contained in this Verified Statement should be construed as a limitation upon, or waiver of any Ad Hoc Committee member's rights to assert, file and/or amend its claim(s) in accordance with applicable law and any orders entered in these cases establishing procedures for filing proofs of claim. The Ad Hoc Committee reserves the right to amend or supplement this Verified Statement in accordance with the requirements set forth in Bankruptcy Rule 2019. Counsel to the Ad Hoc Committee of Service Providers can be reached at: POTTER ANDERSON & CORROON LLP Christopher M. Samis, Esq. L. Katherine Good, Esq. R. Stephen McNeill, Esq. Aaron H. Stulman, Esq. 1313 North Market Street, Sixth Floor P.O. Box 951 Wilmington, DE 19899 Telephone: (302) 984-6000 Facsimile: (302) 658-1192 E-mail: csamis@potteranderson.com kgood@potteranderson.com rmcneill@potteranderson.com astulman@potteranderson.com A copy of the Rule 2019 filing is available at https://bit.ly/3mc8seh at no extra charge. About MTE Holdings MTE Holdings LLC is a privately held company in the oil and gas extraction business. MTE sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 19-12269) on Oct. 22, 2019. In the petition signed by its authorized representative, Mark A. Siffin, the Debtor disclosed assets of less than $50 billion and debts of $500 million. Judge Karen B. Owens has been assigned to the case. The Debtor tapped Kasowitz Benson Torres LLP as its bankruptcy counsel; Morris, Nichols, Arsht & Tunnell, LLP as its local counsel; Greenhill & Co., LLC, as financial advisor and investment banker; Ankura Consulting LLC, as chief restructuring officer; and Stretto as its claims and noticing agent. N&B MANAGEMENT: Trustee Hires BK Attorney as Notice Provider ------------------------------------------------------------ Jeffrey Sikirica, trustee for the Bankruptcy Estate of N&B Management Company, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania to retain BK Attorney Services LLC. The trustee wishes to use the services of BK Services for any required noticing of filed documents in the Debtor's Chapter 11 case. The use of BK Services will result in a savings to the Bankruptcy Estate in the costs of stuffing envelopes, copying and mailing as opposed to the Trustee's office performing this service. The firm can be reached through: BK Attorney Services, LLC PO Box 4590 Pasco, WA 99302 Phone:(509) 412-1356 www.certificateofservice.com About N&B Management Company, LLC N & B Management Company, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 16-24728) on December 23, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Francis E. Corbett, Esq. NEONODE INC: Delaware Court Dismisses Purported Class Action Lawsui ------------------------------------------------------------------- The Delaware Court of Chancery entered an order dismissing a purported class action lawsuit filed by a putative stockholder of Neonode Inc. (C.A. No. 2020-0701-AGB) against the Company and the Board of Directors of the Company for alleged breach of fiduciary duty in connection with disclosure of information concerning Proposal 5 and Proposal 6 in the proxy statement filed by the Company on Aug. 20, 2020 for the 2020 Annual Meeting of Stockholders of the Company. These proposals for shareholder approval related to the private placement by the Company on Aug. 5, 2020 in which two directors and the chief executive officer of the Company participated. The relief sought by the plaintiff included a preliminary injunction to enjoin the stockholder votes on Proposal 5 and Proposal 6. On Sept. 13, 2020, the plaintiff amended his complaint to also enjoin the stockholder vote on Proposal 1 in the Proxy Statement concerning election of directors. In response, the Company filed definitive additional materials to the Proxy Statement on Sept. 18, 2020. The plaintiff withdrew his motion to preliminarily enjoin the stockholder votes on Proposals 1, 5, and 6 based upon the definitive additional materials to the Proxy Statement. About Neonode Neonode Inc. (NASDAQ:NEON) -- http://www.neonode.com-- develops user interface and optical interactive touch and gesture solutions. Its patented technology offers multiple features including the ability to sense an object's size, depth, velocity, pressure, and proximity to any type of surface. Neonode recorded a net loss attributable to the Company of $5.30 million for the year ended Dec. 31, 2019, compared to a net loss attributable to the Company of $3.06 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $5.59 million in total assets, $4.64 million in total liabilities, and $946,000 in total stockholders' equity. NEXT MOVE: Seeks to Hire Devon Barclay as Counsel ------------------------------------------------- Next Move Inc. seeks authority from the U.S. Bankruptcy Court for the District of Colorado to hire Devon Barclay, PC as its counsel. The Debtor requires Devon Barclay to: (a) provide legal advice with respect to the powers, rights, and duties of the Debtor in the continued management and operation of its business; (b) provide legal advice and consultation related to the legal and administrative requirements of operating the Debtor's Chapter 11 bankruptcy case; (c) take all necessary actions to protect and preserve the Debtor's estate, including prosecuting actions on the Debtor's behalf, defending any action commenced against the Debtor, and representing the Debtor's interests in any negotiations or litigation in which the Debtor may be involved, including objections to the claims filed against the estate; (d) prepare legal papers; (e) represent the Debtor's interests at the meeting of creditors and at court hearings; (f) assist the Debtor in the formulation, negotiation and implementation of a Chapter 11 plan and related documents; (g) assist and advise the Debtor with respect to negotiation, documentation, implementation, consummation and closing of corporate transactions, including sales of assets; (h) assist and advise the Debtor with respect to the use of cash collateral and obtaining debtor-in-possession or exit financing and negotiate, draft and seek approval of any documents related thereto; (i) review and analyze all claims filed against the Debtor's estate and represent the Debtor in connection with the possible prosecution of objections to claims; (j) assist and advise the Debtor concerning the assumption, assignment, rejection or renegotiation of its executory contracts and unexpired leases; (k) coordinate with other professionals employed in the Debtor's Chapter 11 case to rehabilitate its affairs. Devon Barclay, PC will charge a flat fee of $1,350. Devon Barclay, Esq., a partner at Devon Barclay, assured the court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Devon Barclay can be reached at: Devon Barclay, Esq. Devon Barclay, PC 2590 Welton St., Suite 200 Denver, CO 80205 Tel: (720) 515-9887 About Next Move Inc. Next Move Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 20-16643) on Oct. 7, 2020, listing under $1 million in both assets and liabilities. Judge Joseph G. Rosania Jr. oversees the case. Devon Barclay PC represents the Debtor as counsel. NORTHWEST HARDWOODS: Pachulski, Willkie Represent Noteholder Group ------------------------------------------------------------------ In the Chapter 11 cases of Northwest Hardwoods, Inc., et al., the law firms of Willkie Farr & Gallagher LLP and Pachulski Stang Ziehl & Jones LLP submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that they are representing Ad Hoc Noteholder Group. The Ad Hoc Noteholder Group issued by Debtor Northwest Hardwoods, Inc. under the following indentures: (a) that certain Indenture, dated as of July 18, 2014, relating to the 7.500% Senior Notes due 2021; and (b) that certain Indenture, dated as of February 20, 2015, relating to the 7.500% Senior Notes due 2021. As of Nov. 24, 2020, members of the Ad Hoc Noteholder Group and their disclosable economic interests are: CVC Credit Partners, LLC 712 Fifth Avenue New York, NY 10019 * 2014 Notes: $61,200,000 * 2015 Notes: $22,200,000 Glendon Capital Management, L.P. 2425 Olympic Blvd., Suite 500E Santa Monica, C 90404 * 2014 Notes: $171,728,733 * 2015 Notes: $46,635,000 GSO Capital Partners LP 345 Park Avenue New York, NY 10154 * 2014 Notes: $3,500,000 * 2015 Notes: $7,250,000 Indaba Capital Fund, L.P. One Letterman Drive Building D Suite DM 700 The Presidio of San Francisco San Francisco, CA 94129 * 2014 Notes: $19,500,000 Nomura Corporate Research and Asset Management 309 West 49th Street New York, NY 10019 * 2014 Notes: $2,550,000 * 2015 Notes: $12,775,000 On or around May 12, 2020, the Ad Hoc Noteholder Group retained Willkie to represent them in connection with the Debtors' restructuring. On or around November 17, 2020, the Ad Hoc Noteholder Group retained PSZJ. Counsel represents only the Ad Hoc Noteholder Group in connection with these chapter 11 cases. Each member of the Ad Hoc Noteholder Group is aware of, and has consented to, Counsel's "group representation" of the Ad Hoc Noteholder Group. No member of the Ad Hoc Noteholder Group represents or purports to represent any other entities in connection with these chapter 11 cases. Nothing contained in this Verified Statement or Exhibit A should be construed as a limitation upon, or waiver of, any rights of any member of the Ad Hoc Noteholder Group. The information contained herein is intended only to comply with Bankruptcy Rule 2019 and not for any other purpose. Counsel does not make any representation regarding the validity, amount, allowance, or priority of such economic interests and reserves all rights with respect thereto. Upon information and informed belief after due inquiry, Counsel does not hold any claim against, or interest in, the Debtors or their estates. The undersigned verifies that the foregoing is true and correct to the best of its knowledge. Counsel reserves the right to amend or supplement this Verified Statement as may be necessary in accordance with Bankruptcy Rule 2019. Counsel to the Ad Hoc Noteholder Group can be reached at: PACHULSKI STANG ZIEHL & JONES LLP Laura Davis Jones, Esq. Timothy P. Cairns, Esq. 919 N. Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: ljones@pszjlaw.com tcairns@pszjlaw.com - and - WILLKIE FARR & GALLAGHER LLP Jeffrey D. Pawlitz, Esq. Agustina G. Berro, Esq. Erin Ryan, Esq. 787 Seventh Avenue New York, NY 10019-6099 Telephone: (212) 728-8000 Facsimile: (212) 728-8111 Email: jpawlitz@willkie.com aberro@willkie.com eryan@willkie.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/37g8Ja6 and https://bit.ly/3oiicoj About Northwest Hardwoods Headquartered in Tacoma, Washington, Northwest Hardwoods is the largest United States manufacturer of North American hardwood lumber based on sawmill capacity, with a current estimated annual hardwood lumber capacity of approximately 320 million board feet. Its North America operations include 20 facilities that produce over 20 species of domestic hardwoods. The Company serves more than 2,000 active customers across over 60 countries. Northwest Hardwoods, Inc., and two affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-13005) on Nov. 23, 2020. The Debtors were estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. The Hon. Christopher S. Sontchi is the case judge. The Debtors tapped GIBSON, DUNN & CRUTCHER LLP as bankruptcy counsel; YOUNG CONAWAY STARGATT & TAYLOR, LLP as co-bankruptcy counsel; and HURON CONSULTING SERVICES LLC as financial advisor. PRIME CLERK LLC is the claims agent. The secured noteholders are represented by Willkie Farr & Gallagher LLP as legal counsel and Guggenheim Securities, LLC, as financial advisor. ON TRACK: Needs More Cash to Remain as a Going Concern ------------------------------------------------------ On Track Innovations Ltd. filed its quarterly report on Form 10-Q, disclosing a net loss of $1,621,000 on $3,637,000 of total revenues for the three months ended Sept. 30, 2020, compared to a net loss of $1,210,000 on $3,865,000 of total revenues for the same period in 2019. At Sept. 30, 2020, the Company had total assets of $19,567,000, total liabilities of $14,257,000, and $5,310,000 in total equity. The Company said, "Our principal sources of liquidity since our inception have been revenues, proceeds from sales of equity securities, borrowings from banks and government, cash from the exercise of options and warrants and proceeds from the divestiture of part of our businesses. As of September 30, 2020, we had cash, cash equivalents and short-term investments representing bank deposits of US$3.2 million (of which an amount of US$105,000 has been pledged as security for certain items). The recent deterioration in the pandemic situation in Poland has led to an almost complete stop to our Mass Transit Ticketing sales business, negatively impacting our cash flow. Based on the projected cash flows and our cash balances as of September 30, 2020, our management is of the opinion that without further fund raising or other increase in our cash, we will not have sufficient resources to enable us to continue our operations for a period of at least the next 12 months. As a result, there is a substantial doubt regarding our ability to continue as a going concern. Our management has taken cost reduction steps, including material reductions in the salaries of our management and employees. We are attempting to raise additional funds and to increase our cash. While we believe in our ability to raise additional funds and increase our cash, there can be no assurances to that effect." A copy of the Form 10-Q is available at: https://bit.ly/368lCDI On Track Innovations Ltd. designs, develops, and markets secure contactless microprocessor-based smart card technology to address the needs of a variety of markets. The Company has developed product solutions for micropayments, mass transit ticketing, parking, loyalty programs, and other applications. The Company is headquartered in Yokneam, Israel. ONDAS HOLDINGS: Says Substantial Going Concern Doubt Exists ----------------------------------------------------------- Ondas Holdings Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $3,325,880 on $614,026 of net revenues for the three months ended Sept. 30, 2020, compared to a net loss of $5,203,659 on $88,132 of net revenues for the same period in 2019. At Sept. 30, 2020, the Company had total assets of $4,815,408, total liabilities of $18,560,542, and $13,745,134 in total stockholders' deficit. The Company said, "We anticipate that our current resources will be insufficient to meet our cash requirements throughout the evaluation period, including funding anticipated losses and scheduled debt maturities. We expect to seek additional funds from a combination of dilutive and/or nondilutive financings in the future. Because such transactions have not been finalized, receipt of additional funding is not considered probable under current accounting standards. If we do not generate sufficient cash flows from operations and obtain sufficient funds when needed, we expect that we would scale back our operating plan by deferring or limiting some, or all, of our capital spending, and/or eliminating planned headcount additions, as well as other cost reductions to be determined. Because such contingency plans have not been finalized (the specifics would depend on the situation at the time), such actions are also not considered probable for purposes of current accounting standards. Because, under current accounting standards, neither future cash generated from operating activities, nor management's contingency plans to mitigate the risk and extend cash resources through the evaluation period, are considered probable, substantial doubt is deemed to exist about the Company's ability to continue as a going concern. As we continue to incur losses, our transition to profitability is dependent upon achieving a level of revenues adequate to support our cost structure. We may never achieve profitability, and unless and until doing so, we intend to fund future operations through additional dilutive or non-dilutive financings. There can be no assurances; however, that additional funding will be available on terms acceptable to us, if at all." A copy of the Form 10-Q is available at: https://bit.ly/3qgC254 Ondas Holdings Inc. has two wholly owned subsidiaries: (i) Ondas Networks, its operating company, originally incorporated in Delaware on February 16, 2006 under the name Full Spectrum Inc., subsequently changed to Ondas Networks Inc. on August 10, 2018, and (ii) FS Partners (Cayman) Limited, a Cayman Islands limited liability company. It has one majority owned subsidiary, Full Spectrum Holding Limited, a Cayman Islands limited liability company ("FS Holding"), which owned 100% of Ondas Network Limited, organized in Chengdu Province, China. Ondas Networks provides wireless connectivity solutions enabling mission-critical Industrial Internet applications and services. These applications are referred as the Mission-Critical Internet of Things ("MC-IoT"). The Company's wireless networking products are applicable to a wide range of MC-IoT applications which are most often located at the very edge of large industrial networks. ONE WORLD: Reports $1.1M Net Loss for Quarter Ended Sept. 30 ------------------------------------------------------------ One World Pharma, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $1,140,054 on $42,598 of revenues for the three months ended Sept. 30, 2020, compared to a net loss of $1,796,982 on $0 of revenues for the same period in 2019. At Sept. 30, 2020, the Company had total assets of $1,649,434, total liabilities of $1,412,458, and $1,241,354 in total stockholders' deficit. One World said, "The Company had cash on hand of US$20,879, negative working capital of US$592,394 and an accumulated deficit of US$14,888,467, and the Company's cash on hand will not be sufficient to sustain operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management is actively pursuing new customers to generate revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. Management believes these factors will contribute toward achieving profitability. There can be no assurance that we will be successful in achieving these objectives, becoming profitable or continuing our business without either a temporary interruption or a permanent cessation. Additional financing may result in substantial dilution to existing stockholders." A copy of the Form 10-Q is available at: https://bit.ly/2Jg1Ddp One World Pharma, Inc., focuses on producing and manufacturing raw cannabis and hemp plant ingredients for medical and industrial uses. It focuses on cultivating, processing, and supplying cannabis oil, distillate, and isolate to customers' specification. The company is headquartered in Las Vegas, Nevada. OZOP ENERGY: Losses Since Inception Cast Going Concern Doubt ------------------------------------------------------------ Ozop Energy Solutions, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $6,563,262 on $246,951 of revenue for the three months ended Sept. 30, 2020, compared to a net loss of $70,708 on $176,582 of revenue for the same period in 2019. At Sept. 30, 2020, the Company had total assets of $13,694,742, total liabilities of $6,974,534, and $6,720,208 in total stockholders' equity. Ozop Energy said, "As of September 30, 2020, the Company had an accumulated deficit of US$8,173,098 and a working capital deficit of US$4,635,877. In addition, the Company has generated losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern." A copy of the Form 10-Q is available at: https://bit.ly/33irx7i Ozop Energy Solutions, Inc., acquired Power Conversion Technologies, Inc., a Pennsylvania corporation ("PCTI") in July 2020. PCTI designs, develops, manufactures and distributes standard and custom power electronic solutions. PCTI serves clients in several industries including energy storage, shore power, DEWs, microgrid, telecommunications, military, transportation, renewable energy, aerospace and mission critical defense systems. Customers include the United States military, other global military organizations and many of the world's largest industrial manufacturers. All of its products are manufactured in the United States. P&L DEVELOPMENT: Fitch Assigns B Rating on Sec. Notes, Outlook Pos. ------------------------------------------------------------------- Fitch Ratings has assigned a final 'B'/'RR3' rating to P&L Development, LLC's (PLD) five-year senior secured notes. The final rating is the same as the expected rating assigned in October and follows the closing of the transaction and receipt of a final debt agreement that conforms with preliminary terms. The Positive Outlook reflects expected deleveraging through growth in EBITDA as the company onboards new contracts and benefits from pandemic related demand for products. The $415 million of proceeds will be used to repay outstanding ABL revolver borrowings and to refinance the existing first-lien term loan and other outstanding Avéma debt. PLD intends to upsize its existing ABL revolving facility to $85 million from $60 million. The refinancing is expected to moderately increase leverage with PLDH expected to have approximately $519 million of debt outstanding after the refinancing, including $87 million of preferred equity. KEY RATING DRIVERS Coronavirus Tailwinds: PLD has benefited financially from the coronavirus pandemic. The company reported strong demand for products, with rubbing alcohol, hand sanitizer, analgesics, cough, and cold products being the most impacted. As a result of the pandemic, PLD also took advantage of an opportunity to fill and package 30 million bottles of hand sanitizer over the next 12 months at expected favorable margins. Teva Fully Integrated: PLD has fully integrated the Teva product portfolio, and Fitch expects meaningful growth contributions from its nicotine replacement therapy (NRT) products, private-label Voltaren gel and the continued growth of docosanol. The company has attracted Walgreens, CVS, Walmart and Rite Aid and others as customers. Avéma Addition: The Singer family combined its majority stake Avéma Pharma Solutions (Avéma) to PLD. Avéma is a contract development and manufacturing organization (CDMO). Previously, it was part of PLD, but was ultimately spun-out from the company in 2013. Avema provides PLD the capability of developing and manufacturing complex over-the-counter (OTC) formulations. The only cash involved in the transaction is $50 million ($39 million term loan and $11 million of a Singer loan) raised by the secured debt issuance that will be used to pay down Avéma's debt. Deleveraging Requires Profitable Growth: Fitch assumes that the company will deleverage primarily through EBITDA growth. The company will need to execute on its legacy business, as well as successfully build the Teva OTC business. Recent business wins for the Teva business and the hand sanitization category will help to support profitable growth. Cost Control: PLD is working towards improving operating efficiency through headcount reductions, seeking less costly employee health insurance programs, improved sourcing, stock keeping units (SKU) rationalization and other operating initiatives. These cost-saving efforts should more than offset the negative impact from increased wages and costs. The addition of the Teva portfolio, Abbott's Pedialyte, hand sanitizer, advancing sales of OTC liquids and abbreviated new drug application guaifenesin also helps to support intermediate growth, despite the moderately negative effect on sales from SKU rationalization. Revenue Concentration: PLD has significant customer revenue concentration, while its product revenue concentration is less concerning, as its top 20 products account for roughly 21% of total firm sales. The acquisition of Teva OTC did not materially change the company's customer concentration, but it modestly reduced product concentration. The company generates 100% of its revenues in the U.S. Dependable Demand: Consumer health care products benefit from relatively reliable demand. Sales tend to be recession-resistant as most people prioritize health care needs. They can be purchased without a physician's prescription and offer relief for some noncritical medical issues. In addition, private label brands offer less costly alternatives to brand-name products, attracting cost-conscious consumers, while at the same time offering higher margins to retailers. No Third-Party Payers: In contrast to generic prescription drug manufacturers, consumer OTC products makers do not face pricing pressure from large third-party payers. However, they still must contend with customers that are tough negotiators because of their operational scale, such as Walmart, Kroger, Walgreens and CVS. Nevertheless, there is significantly less focus by lawmakers, activists and the public on private-label consumer OTC product pricing. Quality Track Record: Product quality and reliability of supply are also important to PLD's customers. PLD stated that it has never lost a customer or had a major quality issue. The company emphasizes that it focuses on the three most important factors that its customers consider - quality, reliability of supply and providing a backup to the overwhelmingly dominant supplier in the market, Perrigo. Pricing in the segment is important but appears rational, given the overwhelming dominance of the largest player, Perrigo, and the much smaller second-largest player, PLD. Small Scale: PLD is significantly smaller than its largest competitor, Perrigo, which generates more than 10 times the revenue that PLD generates. Scale is important in terms of cost, distribution capabilities and retail shelf space. Nevertheless, the company appears to have carved out a niche in the space. However, targeted acquisitions and collaborations will likely be necessary longer-term to generate profitable growth. Expected Consistently Positive FCF: Fitch forecasts that PLD will generate meaningfully positive annual FCF during the forecast period. The year 2019 saw some shortfalls including FDA delayed ANDA approvals, customer pushback of key product launches, customer transition of certain TEVA items on the revenue side. While Fitch expects PLD to build inventory in 2020, advancing revenue, relatively stable margins, reduced capex requirements and cost control support an expectation of positive FCF going forward. DERIVATION SUMMARY PLD's rating of 'B-'/'Positive Outlook' is supported by the fact that the company is significantly smaller in scale and operates with much lower margins relative to peers - Mallinckrodt 'd*', Endo 'c*' and Bausch Health 'B'/'Stable Outlook'. The company is particularly smaller (by a factor greater than 10x) than its nearest competitor, Perrigo (not rated by Fitch). However, the pricing environment for PLD is much less onerous than that of prescription drug manufacturers (Mallinckrodt, Endo, Bausch Health). Given the large differences in scale partly offsetting the relatively benign pricing environment, Fitch views the leverage sensitivities for PLD as being somewhat tighter than its three larger peers. ESG Commentary Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of 3 - 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. KEY ASSUMPTIONS Recovery Analysis In accordance with Fitch's Recovery Rating (RR) methodology, issue ratings are derived from the IDR and the relevant RR, Fitch's recovery analysis assumes a going-concern enterprise value for a reorganized firm of approximately $344 million. The alternative is a liquidation value of $120.6 million. Fitch uses the greater of the two in its recovery analysis. The analysis employs a restructured EBITDA of $63.7 million, representing a reorganization scenario that incorporating some of the expected benefits of the recent manufacturing agreement with a company that owns a branded hand sanitizer, the capture of 70% of the isopropyl alcohol market, recent national launch of a private-label substitute for Voltaren gel, significant progress making inroads with its nicotine replacement therapy products as well as docosanol, a substitute for Abreva. Fitch assumes the scenario would include a reduction in ongoing cost structure and select but not significant asset sales since the company would likely exit or shutter small unprofitable business lines. An EBITDA multiple of 6.0x is used to calculate the enterprise value. This is in line with the average historical corporate exit multiple of 6x and at the lower end of the 6.0x‒7.0x range observed for smaller, high-yield pharmaceutical firms. This may be slightly conservative, given the relatively less-scrutinized pricing environment and less onerous litigation profile compared to prescription drug manufacturers. However, PLD is significantly smaller in scale than its largest peer, Perrigo. Acquisition multiples in the sector range from mid-single digits to mid-teens, depending on the attractiveness of the asset in terms of the exclusivity, diversity and growth potential of the target's product portfolio. However, PLD acquired the Teva OTC business for roughly 3x EBITDA. This is likely due to Teva viewing this business as non-core and focusing on its other segments. The ABL revolver has outstanding recovery prospects in a reorganization scenario, which maps to a 'BB-'/'RR1' rating, three notches above the IDR. Availability for borrowings is governed by leverage, and Fitch assumes the revolver is 70% drawn at $59.5 million in reorganization. The recovery analysis assumes the company upsizes the capacity of the ABL to $85 million as planned. The new secured notes have above-average recovery prospects in a reorganization scenario, which maps to a 'B'/'RR3' rating, two notches above the IDR. The subordinated notes are considered to have no recovery prospects, which corresponds to a 'CCC'/'RR6*' rating, two notches below the IDR. The preferred equity (PIK) is rated 'CCC'/'RR6*', three notches below the IDR, given their structural subordination to the subordinated notes. RATING SENSITIVITIES Factors that could, individually or collectively, lead to a positive rating action/upgrade: -- Solid execution on PLD's legacy business and continued advancement of the Teva portfolio, accompanied by strong FCF; -- Gross leverage (total debt/EBITDA) to remain durably at or below 6.0x. Factors that could, individually or collectively, lead to a negative rating action/downgrade: -- Pressure on the credit profile stemming from operational stress, leading to increasing leverage without the prospect of a timely turnaround; -- Persistently negative operational trend that would strain FCF, making it difficult to execute on business development activities; -- Resulting leverage (total debt/EBITDA) expected to remain durably above 7.0x. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity, Light Maturities: Negative FCF of $35.2 million in 2019 was the result of efforts to rebuild the company's inventory following a disruption with a key supplier that Fitch believes is resolved. Fitch anticipates a return to positive cash generation in 2020 and after, owing primarily to contributions from the Teva OTC acquisition, normalized lower capital spending and other new contract wins. Debt maturities are light, with the current transaction expected to push out major maturities until later than 2024. PACIFIC DRILLING: Hires Prime Clerk as Claims Agent --------------------------------------------------- Pacific Drilling S.A. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Prime Clerk LLC as their claims and noticing agent. The firm will oversee the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in Debtors' Chapter 11 cases. Prime Clerk will be paid at hourly rates as follows: Claim and Noticing Rates Analyst $30 - $50 Technology Consultant $35 - $95 Consultant/Senior Consultant $65 - $165 Director $175 - $195 Chief Operating Officer and No charge Executive Vice President Solicitation, Balloting and Tabulation Rates Solicitation Consultant $190 Director of Solicitation $210 Prior to the petition date, the Debtors provided Prime Clerk an advance in the amount of $50,000. Benjamin Steele, vice president of Prime Clerk, 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: Benjamin J. Steele Prime Clerk LLC One Grand Central Place 60 East 42nd Street, Suite 1440 New York, NY 10165 About Pacific Drilling Pacific Drilling (NYSE: PACD) provides deepwater drilling services. Pacific Drilling's fleet of seven drillships represents one of the youngest and most technologically advanced fleets in the world. On the Web: http://www.pacificdrilling.com/ On Nov. 12, 2017, Pacific Drilling S.A. along with affiliates each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-13193). In that case, Pacific tapped Togut, Segal & Segal LLP as counsel; Evercore Partners International LLP as investment banker; and AlixPartners, LLP, as restructuring advisor. Pacific Drilling S.A. and its affiliates returned to Chapter 11 bankruptcy (Bankr. S.D. Tex. Lead Case No. 20-35212) on Oct. 30, 2020, to seek approval of a bankruptcy-exit plan that will cut debt by $1.1 billion. As of June 30, 2020, Pacific Drilling had $2,166,943,000 in assets and $1,142,431,000 in liabilities. In the present case, Greenhill & Co. is acting as financial advisor to the Debtors, Latham & Watkins LLP and Jones Walker LLP are serving as legal counsel, and AlixPartners is acting as restructuring advisor to Pacific Drilling in connection with the restructuring. Prime Clerk LLC is the claims agent. Houlihan Lokey is acting as financial advisor and Akin Gump Strauss Hauer & Feld LLP is acting as legal advisor to the noteholders. PACKERS HOLDINGS: Fitch Affirms B- LT IDR, Outlook Stable --------------------------------------------------------- Fitch Ratings has affirmed Packers Holdings, LLC's (PKR) Long-Term Issuer Default Rating (IDR) at 'B-'. In addition, Fitch has downgraded the first-lien credit facility, including the term loans and revolving credit facility, to 'B'/'RR3' from 'B+'/'RR2'. The Outlook is Stable. The credit facility's downgrade was driven by PKR's decision to upsize the new incremental term loan to $350 million from $300 million, which reduces the recovery prospects of the debt level in the event of a default. Overall, Fitch views the issuance of the incremental term loan, which will be used to finance a shareholder dividend, as a credit negative. However, Fitch still believes the risk of leveraging actions is captured in PKR's 'B-' IDR, possibly limiting positive rating momentum in the future should the company meet other positive rating triggers. PKR's Long-Term IDR is supported by its strong cash flow generation, leading market position as the largest contract sanitation company serving the food processing industry in North America, and the high degree of regulation within the markets in which it operates. The rating is further supported by the company's consistent and expanding profit margins and long-established blue-chip customer relationships. These positive factors are offset by PKR's elevated leverage, aggressive financial policy and customer concentration. The Stable Outlook reflects Fitch's expectations that the company's leverage will likely remain elevated over the long term as a result of relatively aggressive shareholder activities, such as the debt-funded dividend distribution proposed in the current transaction, as well as the one executed in May 2019. In the absence of distributions, Fitch believes the company has the capacity to delever either organically or through cash-funded bolt-on acquisitions. Fitch views the company's cash flow generation, market position and operating profile as favorable and strong for the 'B-' rating. Customer concentration will likely remain a concern over the next few years, although this risk is mitigated somewhat as individual contracts are typically negotiated on a facility-by-facility basis. Expansion into new end markets could also broaden the company's exposure. KEY RATING DRIVERS Elevated Leverage: PKR's elevated leverage (gross debt/EBITDA) remains a material factor when considering the company's rating. Fitch expects leverage will remain elevated, potentially temporarily outside of its rating sensitivities, but stable over the rating horizon, as the sponsor monetizes its investment through distributions. The company would outperform Fitch's expectations if there were any material voluntary debt repayments, or if the company shifts to a more conservative capital deployment strategy and avoids further material shareholder-friendly leveraging transactions, such as sponsor dividend recapitalizations. Fitch doesn't expect a meaningful change in capital deployment strategy. Fitch cites that the company's consistent profitability, long-standing customer relationships and mission-critical nature as mitigants to elevated leverage. Strong Market Position: As the largest contract sanitation company for the food processing industry in North America, PKR has a limited set of competitors that can fully service large plants or quickly relocate resources to address customer needs. The industrial food preparation segment is highly fragmented across the U.S. and Canada with a large concentration of closely held regional players; however, PKR is approximately three times the size of its closest competitor, The Vincent Group-QSI, based on facility number. Bolt-on Acquisitions Likely: Despite being the largest firm in the industry, there are opportunities for expansion through further penetration into additional plants of existing customers, or through acquisitions. The firm completed several acquisitions in the prior five years, typically with a size of less than $30 million and financed primarily through internally generated cash. Fitch expects this will remain part of PKR's overall strategy, particularly as the company aims to expand in geographies and end markets where it has a smaller presence. Strong Profitability and FCF: Fitch considers PKR's stable margins, growing revenue base and strong FCF as more commensurate with a higher than 'B-' rating. The company has generated positive FCF over the last several years, and Fitch expects this to continue through 2023. The company implemented and executed several cost-cutting initiatives in the past three years, particularly regarding training and employee retention. Fitch expects these initiatives will result in EBITDA margins remaining steady over the rating horizon. Coronavirus Pandemic Impact: Fitch expects the impact of the coronavirus pandemic on PKR's top and bottom line to be minimal. Although many of PKR's customers' plants experienced closures, individual incidents have been brief. PKR is also heavily involved in the additional sanitation required to reopen. Raw materials sales in the company's Chemicals segment also benefited from the pandemic. The pandemic also highlighted the importance of sanitation regulations, and Fitch believes such standards are increasing, further strengthening PKR's position and expanding the available opportunities for the company. Fitch assesses PKR's function as mission-critical for its customers, such as JBS S.A. or Cargill Incorporated as opposed to other plant production costs that may be delayed, such as maintenance or capex for machinery. Sanitation usually represents less than 5% of a customer's plant's cost structure. Necessity of Service: Fitch believes the company's rating is supported by its clear position within the market. All U.S. protein plants are USDA-inspected daily prior to opening. Protein plants must pass these daily inspections or be subject to fines, citations and production delays with costs running in the tens of thousands of dollars per hour. In addition, non-protein plants are regularly reviewed by the FDA with end customers such as Walmart, McDonalds and Subway driving higher sanitation standards. Positive Industry Trends: PKR's credit risk is somewhat reduced by several current broad markets trends that are likely to continue over the medium term, even absent the coronavirus pandemic, which will likely strengthen these trends. As the grocery segment continues to see pricing pressure from online retailers, both protein and non-protein producers will seek to further streamline production by outsourcing additional functions such as human resources and sanitation. Fitch believes effective staffing is a core competency of PKR, as the company has approximately 17,000 full-time employees, no union representation and employee turnover below industry average. An additional source of demand is the increased regulatory complexity across various food categories, coupled with increasingly unannounced FDA audits. Finally, PKR's management notes that the growing presence of automation in the food processing arena has in many cases led to increased demand for sanitation services, as a growing number of mechanical components need to be disassembled, sanitized and reassembled by trained staff. Customer Concentration: Fitch considers PKR's customer concentration to be one of its more material concerns. Fitch estimates the company's top-five customers comprise approximately half of the company's revenue. The loss of any of these top customers would significantly impact the company's financial performance and subsequently its credit profile. PKR's strong market position offsets some of Fitch's concerns, while the concentration is mitigated by the fact that these relationships are spread out across dozens of unique plants that have discrete plant managers, each responsible for plant performance and regulatory compliance, who decide to employ PKR's services. Additionally, contracts are typically negotiated on a plant-by-plant basis, rather than on a corporate level, though corporate relationships can impact broader wins, renewals and losses. They typically have high renewal rates; which Fitch expects to be in the 90%-95% range on average. PKR has historically implemented relatively aggressive shareholder-friendly actions, such as debt-funded sponsor dividends, which Fitch expects to continue over the rating horizon. Fitch believes the company will organically delever through debt amortization and EBITDA growth, but it will then issue incremental debt to pay a special dividend and maintain elevated leverage. These actions are incorporated in the company's 'B-' IDR and are somewhat offset by the company's capacity to pay down debt using internally generated cash flow in the event of meaningful changes to capital deployment strategy. DERIVATION SUMMARY PKR compares favorably to its industry peers in terms of cash flow generation, strategy and profitability. In particular, Fitch considers the company's stable FCF margins to be exceptional compared with similarly rated companies. Fitch also considers PKR to be differentiated from its other 'B-' rated peers due to its strong market position within its segment. Many other companies in the 'B' category operate in highly fragmented markets with minimal competitive advantage. The company's rating is somewhat limited due to its leverage, which is high, but relatively in line with similarly rated companies. The propensity for shareholder-focused leveraging transactions was also a rating consideration. There are no parent/subsidiary, Country Ceiling or operating environment influences or constraints on this rating. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer Include -- Mid-single-digit annual organic growth over the rating horizon, coupled with modest bolt-on acquisitions; minimal top-line impact from the pandemic; -- Modest annual bolt-on or supplemental acquisitions, predominantly funded with internally generated cash; -- Additional cash deployment is allocated towards reinvestment in the company and sponsor dividends; -- Minimal voluntary debt reduction, with intermittent leveraging transactions, such as a dividend recapitalization, keeping leverage around or above the positive sensitivity of 6x over the long term; -- EBITDA margins are stable throughout the forecast with increased marketing and corporate expenses offset by effects of improved employee training, employee retention and cost-saving initiatives; -- Modest capex investment of less than 1% of total revenue. Recovery Assumptions The recovery analysis assumes PKR would be reorganized rather than liquidated, and would be considered on a going concern (GC). Fitch has assumed a 10% administrative claim in the recovery analysis. In Fitch's recovery analysis, potential default is assumed to come from a combination of one or more of the following: A prolonged economic downturn leads to one or more major customers to close a significant number of facilities; customers shifting to insource a high percentage of currently outsourced contracts; or loss of more than one of the company's major customers. Fitch's GC EBITDA assumptions reflect the equivalent of PKR losing one of its top-two customers along with at least one of its remaining top-five customers, resulting in a revenue and EBITDA decline of approximately 20% each, relative to Fitch's rating case, as margins also decline modestly. Fitch expects the EV multiple used in PKR's recovery analysis will be approximately 6.5x. Fitch believes the company's business profile and market position are strong, despite the highly leveraged capital structure. PKR consistently generated positive FCF and stable margins, while growing organically. Fitch's EV multiple also considers the approximately 13x transaction multiple when Leonard Green, the previous sponsor, purchased PKR in 2014. The $60 million first-lien senior secured revolving credit facility is assumed to be fully drawn upon default. The revolver and first-lien senior secured term loan are senior to the senior unsecured notes in the waterfall. The waterfall incorporates the negative impact of the incremental term loan, which lowers the Recovery Rating to 'RR3' from 'RR2'. The 'RR3' reflects good recovery prospects given default, which historically resulted in recovery in the range of 51%-70%. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade -- Shift to a consistently conservative financial policy; -- Leverage (gross debt/EBITDA) below 6.0x for a sustained period; -- FFO leverage below 6.0x for a sustained period. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade -- FFO Interest Coverage sustained below 1.7x; -- Multiple consecutive periods of negative FCF; -- Leverage and FFO leverage consistently above 7.5x; -- Loss of a major customer. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch considers PKR's pro forma liquidity to be adequate at approximately $83 million as of Nov. 30, 2020, composed of $23 million of cash and equivalents and $60 million of revolver availability. The company has a relatively nimble operating structure and minimal annual maintenance capex. Its liquidity is also supported by the company's positive FCF generation, which Fitch expects to continue over the rating horizon. Fitch does not consider any of the company's cash to be restricted, and Fitch does not believe the company requires a material cash balance to sustain operations, given its lean operating structure and minimal fixed costs. Fitch considers the company's capital structure and maturity schedule to be relatively favorable, with its nearest term maturity being the term loans in 2024. 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 Packers Holdings, LLC has an ESG Relevance Score of '4' for Governance Structure due to its exposure to board independence risk, due to sponsor ownership and the potential for aggressive shareholder distributions, which have a negative impact on the credit profile and is relevant to the ratings in conjunction with other factors. 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. PARKERVISION INC: Reports $1.7M Net Loss for Sept. 30 Quarter ------------------------------------------------------------- ParkerVision, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $1,668,000 on $0 of product revenue for the three months ended Sept. 30, 2020, compared to a net loss of $2,119,000 on $35,000 of product revenue for the same period in 2019. At Sept. 30, 2020, the Company had total assets of $3,220,000, total liabilities of $42,287,000, and $39,067,000 in total shareholders' deficit. The Company said, "We have incurred significant losses from operations and negative cash flows from operations in every year since inception and have utilized the proceeds from the sales of debt and equity securities and contingent funding arrangements with third parties to fund our operations, including the cost of litigation. For the nine months ended September 30, 2020, we incurred a net loss of approximately US$13.2 million and negative cash flows from operations of approximately US$4.2 million. At September 30, 2020, we had cash and cash equivalents of approximately US$0.1 million, a working capital deficit of approximately US$4.8 million and an accumulated deficit of approximately US$415.0 million. Additionally, a significant amount of future proceeds that we may receive from our patent enforcement and licensing programs will first be utilized to repay borrowings and legal fees and expenses under our contingent funding arrangements. These circumstances raise substantial doubt about our ability to continue to operate as a going concern for a period of one year following the issue date of these condensed consolidated financial statements." A copy of the Form 10-Q is available at: https://bit.ly/3mjdQwA ParkerVision, Inc., designs, develops, and markets solutions for wireless products. The Company is based in Jacksonville, Florida. PAVMED INC: Has $5.9M Net Loss for Quarter Ended Sept. 30 --------------------------------------------------------- PAVmed Inc. filed its quarterly report on Form 10-Q, disclosing a net loss (before noncontrolling interests) of $5,874,000 on $0 of revenue for the three months ended Sept. 30, 2020, compared to a net loss (before noncontrolling interests) of $3,271,000 on $0 of revenue for the same period in 2019. At Sept. 30, 2020, the Company had total assets of $10,504,000, total liabilities of $25,265,000, and $14,761,000 in total stockholders' deficit. The Company said, "We have experienced recurring losses from operations since inception. We have not yet established an ongoing source of revenues and must fund our operating expenses through debt and equity financings to allow us to continue as a going concern. Our ability to continue as a going concern depends on the ability to obtain adequate capital to fund operating losses until we generate adequate cash flows from operations to fund our operating costs and obligations. If we are unable to obtain adequate capital, we could be forced to cease operations. "We depend upon our ability, and will continue to attempt, to secure equity and/or debt financing. We cannot be certain that additional funding will be available on acceptable terms, or at all. Our management determined that there was substantial doubt about our ability to continue as a going concern within one year after the unaudited condensed consolidated financial statements were issued, and management's concerns about our ability to continue as a going concern within the year following this report persist." A copy of the Form 10-Q is available at: https://bit.ly/3q8m255 PAVmed Inc. operates as a medical device company in the United States. The company's lead product pipeline includes CarpX, a percutaneous device to treat carpal tunnel syndrome; PortIO, an implantable intraosseous vascular access device; and DisappEAR, an antimicrobial resorbable ear tube. The company was formerly known as PAXmed Inc. and changed its name to PAVmed Inc. in April 2015. PAVmed Inc. was founded in 2014 and is based in New York. PCT LTD: Reports $3.4-Mil. Net Loss for Quarter Ended Sept. 30 -------------------------------------------------------------- PCT LTD filed its quarterly report on Form 10-Q, disclosing a net loss of $3,352,793 on $784,088 of total revenues for the three months ended Sept. 30, 2020, compared to a net loss of $5,763,992 on $220,033 of total revenues for the same period in 2019. At Sept. 30, 2020, the Company had total assets of $4,708,278, total liabilities of $20,683,430, and $16,283,797 in total stockholders' deficit. PCT LTD said, "As of September 30, 2020, the Company had a working capital deficit of US$19,916,591. The Company has relied on raising debt and equity capital in order to fund its ongoing day-to-day operations and its corporate overhead. The Company will require additional working capital from either cash flow from operations, from debt or equity financing, or from a combination of these sources. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty." A copy of the Form 10-Q is available at: https://bit.ly/3q6dn2T PCT LTD, through its subsidiary, Paradigm Convergence Technologies Corporation, develops, designs, manufactures, and licenses environmentally safe solutions worldwide. The company offers Hydrolyte, a sanitizer/disinfectant microbiocide for use in institutional facilities, including hospitals, nursing homes, hotels, correctional facilities, and schools; agriculture industry for pre- and post-harvest disinfection of crops, sanitization in food processing, and applications in animal husbandry; oil and gas industry to disinfect water and to kill sulfate reducing bacteria in oil and gas wells; and disinfecting and sanitizing water in public and private water systems and industrial waste-water systems. It also provides Catholyte, a non-toxic mild detergent, degreaser, and surfactant that is used for janitorial cleaning purposes. The company was formerly known as Bingham Canyon Corporation and changed its name to PCT LTD in February 2018. PCT Ltd was founded in 1986 and is headquartered in Little River, South Carolina. PENNSYLVANIA ECONOMIC: Moody's Cuts 2013 Parking Bonds to Ba2 ------------------------------------------------------------- Moody's Investors Service has downgraded to Ba2 from Baa3 the rating on the Pennsylvania Economic Development Financing Authority's (PEDFA) (The System) Senior Parking Revenue Bonds (Capitol Region Parking System) Series A of 2013 - Capital Appreciation Bonds, Series A-2 and Senior Parking Revenue Bonds (Capitol Region Parking System) Series A of 2013 - Current Interest Bonds, Series A-1 (Series A bonds). The outlook has been changed to negative from stable. Roughly $117.5 million of outstanding par is affected. RATINGS RATIONALE The Ba2 rating reflects very narrow liquidity for the project as a whole, with complete dependence on the commonwealth's monthly lease payment to support Series A debt service. Should the Commonwealth delay or discontinue payment, Series A debt service payments would be at risk. While Moody's does not believe this is a likely scenario at this time, the absence of material revenue from any other source, as well as the lack of any significant reserves for either debt service (aside from a designated reserve surety) or ongoing operating expenses, is a pronounced risk for the Senior Bonds. At this time, Moody's anticipates draws against the debt service reserve surety policies for both the Series B and Series C bonds, which are subordinate to the Series A bonds. The Series B&C bonds are supported by a guarantee from Dauphin County and are rated in line with the county's general obligation bond rating. The downgrade of the Series A bond rating to Ba2 further reflects the risk that, should the surety draws not be replenished within 12 months, or if certain other covenants are breached, the acceleration of bond principal is a legal remedy available under the trust indenture. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial impacts to public health and safety. As a result of the pandemic, parking authority revenues have been materially curtailed in 2020, and its expectation of continued weakness in revenue is a key driver for this rating action. Governance is also key to the ratings downgrade; the authority's ability to raise rates is constrained by its long-term lease with the commonwealth. Further, the bonds are governed by a somewhat complex legal structure, whereby covenant default, as well as payment default on the subordinate bonds, can trigger an acceleration of the senior bonds. RATING OUTLOOK The negative outlook reflects the fact that while all series of bonds benefit from debt service reserve surety policies, sized at maximum annual debt service, the repayment of any draw down must be made within 12 months. Any covenant breach, including a missed rate covenant or a failure to replenish the debt service reserve fund, could result in acceleration of the bonds. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS - Material, sustained improvement in revenue and debt service coverage FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS - Any covenant breach or event of default beyond those currently considered - Any event that leads to materially increased risk of bond acceleration LEGAL SECURITY The bonds are secured by a first lien on parking system revenues, derived from the operation of the Capitol Region Parking System (Park Harrisburg). There is a 1.25 times rate covenant and 3.0 times additional bonds test. The debt service reserve is funded with a surety policy from AGM equal to maximum annual debt service. PROFILE Harrisburg Parking Authority, PA (The System) includes 9 parking garages, 2 parking lots (roughly 7,700 spaces), and approximately 1,200 metered on-street parking spaces. The System is managed by a 3rd party asset manager, with an asset management agreement in place through 2023. METHODOLOGY The principal methodology used in these ratings was Publicly Managed Toll Roads and Parking Facilities published in March 2019. PENNSYLVANIE REAL ESTATE: Has $29.6M Net Loss for Sept. 30 Quarter ------------------------------------------------------------------ Pennsylvania Real Estate Investment Trust filed its quarterly report on Form 10-Q, disclosing a net loss of $29,577,000 on $64,189,000 of total revenue for the three months ended Sept. 30, 2020, compared to a net income of $24,716,000 on $81,374,000 of total revenue for the same period in 2019. At Sept. 30, 2020, the Company had total assets of $2,365,063,000, total liabilities of $2,046,668,000, and $318,395,000 in total equity. The Company said that it has determined that there is substantial doubt about its ability to continue as a going concern. The Company further stated, "In evaluating whether there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued, our management considered our current financial condition and liquidity sources, including current funds available, forecasted future cash flows and our conditional and unconditional obligations due over the next twelve months. Management considered the following: (i) the various instruments of indebtedness, including mortgage loans; (ii) our expected ability to control operational costs, including the costs associated with the Chapter 11 Cases and implementing the Prepackaged Plan; (iii) recurring costs of operating our business; and (iv) our ability to generate cash flows, including through the sale of certain real estate assets. As a result of the considerations articulated below, absent approval of the Prepackaged Plan, management concluded there is substantial doubt about our ability to continue as a going concern. "Although we plan to control costs, sell certain real estate assets and work with our lenders to implement the Prepackaged Plan in accordance with the RSA, among other steps, there are inherent risks, unknown results and significant uncertainties associated with each of these matters and the direct correlation between these matters and our ability to satisfy financial obligations that may arise over the applicable twelve month period. Our ability to fund recurring costs of operations, particularly in light of the costs associated with our current bankruptcy proceedings and the current COVID-19 pandemic and resulting adverse impacts on our business, depends on, among other things: (i) our ability to comply with the terms and conditions of any cash collateral order that may be entered by the Bankruptcy Court in connection with the Chapter 11 Cases, (ii) our ability to maintain adequate cash on hand, (iii) our ability to generate cash flow from operations, (iv) our ability to develop, confirm and consummate the Prepackaged Plan or an alternative restructuring transaction, (v) the cost, duration and outcome of the Chapter 11 Cases; (vi) our execution of the sale of certain real estate assets in the ordinary course of business, which sales would provide cash, and (vii) controlling costs. While certain of these factors are within management's control to some extent, all of them involve performance by third parties and therefore cannot be considered probable of occurring. "Management is taking steps to mitigate the associated risks, but we can provide no assurance that cash generated from our operations together with cash received in the future from our various sources of funding will be sufficient to enable us to continue as a going concern." A copy of the Form 10-Q is available at: https://bit.ly/3mjhI0A About PREIT Pennsylvania Real Estate Investment Trust (NYSE:PEI) is a publicly traded real estate investment trust that owns and manages innovative properties at the forefront of shaping consumer experiences through the built environment. PREIT's robust portfolio of carefully curated retail and lifestyle offerings mixed with destination dining and entertainment experiences are located primarily in densely-populated, high barrier-to-entry markets with tremendous opportunity to create vibrant multi-use destinations. On the Web: http://www.preit.com/ PREIT and certain of its affiliates filed a voluntary Chapter 11 petition in the United States Bankruptcy Court for the District of Delaware (Bankr. D. Del. Case No. 20-12737) on Nov. 1, 2020, to implement its prepackaged Chapter 11 plan. The Debtors have tapped DLA Piper LLP (US) LLP and Wachtell, Lipton, Rosen & Katz as their legal counsel, and PJT Partners LP as their financial advisor. PREIT's claims agent is Prime Clerk, maintaining the page https://cases.primeclerk.com/PREIT PEOPLE WHO CARE: La Harvard Offers $1.9M for Los Angeles Property ----------------------------------------------------------------- People Who Care Youth Center, Inc., asks the U.S. Bankruptcy Court for the Central District of California to authorize the sale of the commercial real property building located at 1502 and 1512 West Slauson Avenue, Los Angeles, California to La Harvard LLC Property for $1.9 million, subject to overbid. The Debtor's primary asset is the Property. The Property consists of two commercial buildings for total of 13,500 square feet, built in 1946 and renovated in 2009. The Debtor estimates the value of the Property to be approximately $2.3 million. For over two years the Debtor and its professionals worked diligently to refinance the Property in a difficult and complicated bankruptcy case, and in the process successfully placed a commercial rent-paying tenant at the Property, reduced past-due country property taxes from $200,000 to $9,000, invalidated a $40,000 disputed mechanic's lien, negotiated and obtained City approval for subordination of its lien, negotiated a settled claim with Acon Development, Inc., and confirmed a chapter 11 plan to effectuate the refinancing. In March 2020, when the COVID-19 pandemic pushed the nation into recession, the Debtor's original refinancing lender pulled out of the deal in the middle of the plan confirmation process. It was able to obtain a replacement lender (PB Financial) in May 2020 prior to the chapter 11 plan confirmation hearing on May 27, 2020. In June 2020, during the title and underwriting process to close, PB Financial refused to do the refinancing based on the City maintaining its restrictive use covenant that required payment of the City's claim in the event that the Property is sold and not used for Prop K community service purposes. In June 2020, the Debtor hired a real estate broker and listed the Property for sale with a listing price of $2.399 million. On July 17, 2020, the Court entered an order approving the Debtor's employment of the real estate broker to sell the Property, and the broker listed the Property on the market as of Aug. 3, 2020. With the Property on the market for more than 60 days now, the Debtor has accepted an offer from a proposed buyer in the amount of $1.9 million, and has opened escrow, subject to due diligence, auction and overbid, and an order of the Court approving a Sale of the Property. The Property will be purchased "as-is" without any representations or warranties of any kind. The payment of the purchase price will be $550,000 cash and the balance of $1.35 million from financing. The proposed sale is free and clear of the liens, claims and encumbrances. Notwithstanding that the proposed sale is free and clear, certain of the liens, claims and encumbrances will be paid directly from escrow. The preliminary title report obtained from Fidelity National Title Co. indicates that the liens, claims, and interests, and how they will be treated under the Sale. The Debtor asks that a broker's commissions of 4% of the gross sale price be allowed and paid directly from escrow to Kory Jackson of Keller Williams - Inglewood, real estate broker to both the Debtor and the Purchaser, or split evenly between Kory Jackson of Keller Williams – Inglewood, as the broker for the Debtor, and the broker for any successful overbidder. Following an analysis conducted by the Debtor's accountant, it anticipates no tax consequence arising from the sale of the Property as long as itss non-profit status is in order. The Sale contemplatesleaving in place the commercial lease with the tenant at 1512 W. Slauson Ave. The lease is a post-petition administrative lease that was commenced during the bankruptcy case and is not a lease for assumption and assignment, as the lease did not exist and was not in place as of the date that the Debtor filed its bankruptcy petition. Aany interested party that wishes to oppose the relief requested in the motion must file not later than 14 days prior to the scheduled hearing date. The Debtor makes the Motion for approval of auction and overbid procedures to ensure the best and highest price for the Property. Separately from the Motion, the Debtor will file its Sale Motion, and schedule it for hearing on Nov. 18, 2020, at 11:00 a.m. In order to facilitate an orderly and productive auction, the Debtor asks that the Sale Procedures be approved. The salient terms of the Bidding Procedures are: a. Bid Deadline: Nov. 13, 2020 at 2:00 p.m. (PST) b. Initial Bid: $1.95 million c. Deposit: $110,000 (earnest money of $60,000 plus the initial overbid of $50,000) d. Auction: The Property will be offered at auction on Nov. 16, 2020, commencing at 10:00 a.m. Pacific Standard Time, via Zoom videoconference conducted by the Debtor's counsel, Levene, Neale, Bender, Yoo & Brill L.L.P. In the event of a change in the time or location of the Auction, the Debtor will use its reasonable best efforts to notify all Qualifying Bidders who have timely submitted Qualifying Bids by the Auction Deadline. e. Bid Increments: $50,000 f. Closing: 15 days following the final sale order becoming final and no longer appealable The Debtor estimates that the proposed sale will generate net proceeds for the estate, assuming that its non-profit status will be in good order and capital gains tax will not need to paid on the Sale: Gross Sale Proceeds $1,900,000 Broker Commission (4%) $ 76,000 Paid from Escrow Costs (Est. 1%) $ 19,000 Paid from Escrow Net Proceeds $1,805,000 Lester Norris and Ruth D, Norris $ 25,000 Reserve for Dispute LA County $ 36,872 Paid from Escrow City of Los Angeles $ 404,706 Paid from Escrow IRS $ 32,702 Paid from Escrow EDD $ 101,350 Reserve for Dispute Acon $ 775,481 Paid from Escrow Curtis/Ammec $ 40,000 Reserve for Dispute Total Liens $1,416,111 Surplus for Estate $ 388,889 The Debtor believes that the sale process here was intended to, and indeed resulted in, insuring that the highest price was obtained for the Property in the PSA, particularly because it permits its offer to be subject to overbid during the Debtor's bankruptcy case and thus insures the greatest overall benefit possible for its estate. Finally, the Debtor asks the Court to waive the 14-day stay prescribed by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure to ensure that the Sale can close as soon as possible. A telephonic hearing on the Motion is set for Nov. 18, 2020 at 11:00 a.m. A copy of the Contract is available at https://tinyurl.com/y5c667co from PacerMonitor.com free of charge. The Purchaser: LE HARVARD LLC PROPERTY 10573 West Pico Blvd. #604 Los Angeles, CA 90064 About People Who Care Youth Center People Who Care Youth Center, Inc., is a non-profit corporation that provides child daycare to low-income working parents in South Central Los Angeles. Its primary asset is a commercial real property building located at 1502 and 1512 West Slauson Avenue, Los Angeles, California. People Who Care Youth Center sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-10290) on Jan. 10, 2018. In the petition signed by CEO Michelle McArn, the Debtor was estimated to have assets of $100,000,001 to $500 million and liabilities of $500,001 to $1 million. Judge Sheri Bluebond presides over the case. Levene, Neale, Bender, Yoo & Brill L.L.P. is the Debtor's counsel. PETER SAMUEL ROSEN: Asks Order Indicating Free of Encumbrances Sale ------------------------------------------------------------------- Peter Samuel Rosen asks the U.S. Bankruptcy Court for the Southern District of Florida to amend the order authorizing his sale of his one-third interest in the parcel of land located in Leon County, Florida, and more accurately described as 25 1N 1W .547 AC in 1 1/2 of NW ¼ OR 874-1141; 1360/2362; 1484;543 550; OR 1538/2017; 1910/2369; 1928/2334, to New Sun Properties, LLC for $75,000, in accordance with the Vacant Land Contract, to indicate that the sale of real property is free and clear of all encumbrances. An hearing on the Expedited Motion was held on Sept. 9, 2020 at 1:30 p.m. Thereafter, the Court granted the Motion, authorizing the sale of real property. The Order authorized the Debtor to sell his one-third interest in the parcel of land to the Buyer. The Motion, nor subsequent Order, refer to the nature of title transferred under the sale. The relevant title company will not issue a title policy without language in the Order indicating the sale is free and clear of all encumbrances. Wherefore, the Debtor asks entry of an Order amending the prior Order, indicating that the sale of the property free and clear of all liens, claims, and encumbrances, with such liens, claims, or encumbrances to attach to the proceeds of the sale of the property, subject to any rights and defenses with respect thereto. A sale of the property free and clear of all liens, claims, or encumbrances is in the best interests of both the estate and the creditors. The proceeds of the aforementioned sale will go into a trust account for the benefit of creditors. These funds will then be used to facilitate a Chapter 11 Plan of Reorganization. The Debtor asserts it is the best way to monetize the estate's interest in the property and provides the greatest benefit to the creditors. The relief sought is in the best interests of the estate, its creditors, and other parties of interest. The Court has already authorized the sale of the property, and waived the 14-day stay period pursuant to 4001(a)(3). The Debtor simply asks an amendment to the Order indicating such a sale is done free and clear of all liens, claims, or encumbrances so the title company may issue a title policy on the property. A copy of the Contract is available at https://tinyurl.com/y69vlldb from PacerMonitor.com free of charge. Peter Samuel Rosen filed for voluntary relief under Chapter 13 of the Bankruptcy Code on on May 13, 2020. The case was converted to a case under Chapter 11 (Bankr. S.D. Fla. Case No. 20-15249-SMG) on June 22, 2020. PHI GROUP: Delays Filing of Third Quarter Form 10-Q --------------------------------------------------- PHI Group, Inc. filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of ot Quarterly Report on Form 10-Q for the period ended Sept. 30, 2020. The Registrant is unable to file, without unreasonable effort and expense, its Form 10-Q for the fiscal quarter ended September 30, 2020, due to the requirement for additional time by the auditors to review its financial information to be included in the referenced Form 10-Q. About PHI Group PHI Group -- http://www.phiglobal.com-- primarily focuses on mergers and acquisitions and invests in select industries and special situations that may substantially enhance shareholder value. In addition, the Company's wholly owned subsidiary, PHI Capital Holdings, Inc. -- http://www.phicapitalholdings.com-- provides M&A consulting services and assists companies to go public and access international capital markets. The Company has also been working diligently to organize PHILUX Global Funds with several compartments for investment in renewable energy, agriculture, real estate and multiple commodities. In addition, PHI Luxembourg Development SA, a Luxembourg-based wholly owned subsidiary of the Company, has been cooperating with reputable international advisers and partners to organize a diamond exchange center in Vietnam. PHI Group reported a net loss of $2.03 million for the year ended June 30, 2018, compared to a net loss of $1.56 million for the year ended June 30, 2017. DylanFloyd Accounting & Consulting, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Oct. 12, 2018, citing that the Company has an accumulated deficit of $40,551,299 and stockholders' deficit of $4,844,747 as of June 30, 2018. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company has not yet filed its Form 10-K for the fiscal year ended June 30, 2019, due to the requirement for additional time by the auditors to review its financial information to be included in the referenced Form 10-K. The Company is also delinquent in filing its Quarterly Reports for the periods ended Sept. 30, 2019 and Dec. 31, 2019. PLATINUM GROUP: Incurs $7.1 Million Net Loss in Fiscal 2020 ----------------------------------------------------------- Platinum Group Metals Ltd. filed with the Securities and Exchange Commission its Annual Report on Form 20-F disclosing a net loss of US$7.13 million for the year ended Aug. 31, 2020, compared to a net loss of US$16.77 million for the year ended Aug. 31, 2019. As of Aug. 31, 2020, the Company had US$37.41 million in total assets, US$41.56 million in total liabilities, and a total shareholders' deficit of US$4.14 million. General and administrative expenses during the year were $3.7 million (Aug. 31, 2019 - $4.7 million), gains on foreign exchange were $0.7 million (August 31, 2019 - $1.0 million loss) due to the US Dollar decreasing in value relative to the parent company's functional currency of the Canadian Dollar, while stock based compensation expense, a non-cash item, totalled $1.6 million (Aug. 31, 2019 - $0.8 million). Interest costs of $5.5 million were lower in the current year (Aug. 31, 2019 - $8.4 million) due to lower debt levels. A gain on fair value of financial instruments of $3.2 million was recognized in the current year (Aug. 31, 2019 - $2.7 million loss) due mainly to the expiry of warrants during the year. At Aug. 31, 2020, finance income consisting of interest earned and property rental fees in the year amounted to $0.2 million (Aug. 31, 2019 - $0.4 million). Loss per share for the year amounted to $0.11 as compared to a loss of $0.52 per share for fiscal 2019. Accounts receivable at Aug. 31, 2020 totalled $0.2 million (Aug. 31, 2019 - $0.5 million) while accounts payable and accrued liabilities amounted to $1.4 million (Aug. 31, 2019 - $4.1 million). Accounts receivable were comprised of mainly of amounts receivable for value added taxes repayable to the Company in South Africa. Accounts payable consisted primarily of Waterberg DFS engineering fees, accrued professional fees and regular trade payables. Total expenditures on the Waterberg Project, before partner reimbursements, for the year were approximately $3.0 million (August 31, 2019 - $8.4 million). At year end, $34.9 million in accumulated net costs had been capitalized to the Waterberg Project (Aug. 31, 2019 - $36.8 million). Total expenditures on the property since inception to Aug. 31, 2020 are approximately $75.2 million. Going Concern Doubt PricewaterhouseCoopers LLP, in Vancouver, Canada, the Company's auditor since 2007, issued a "going concern" qualification in its report dated Nov. 25, 2020, citing that the Company has suffered recurring losses from operations and has a net capital deficiency, negative working capital and has significant amounts of debt payable without any current source of operating income which raise substantial doubt about its ability to continue as a going concern. Platinum said, "The Company's ability to continue operations in the normal course of business will therefore depend upon its ability to secure additional funding by methods that could include debt refinancing, equity financing, the sale of assets and strategic partnerships. Management believes the Company will be able to secure further funding as required although there can be no assurance that these efforts will be successful. Nonetheless, there exist material uncertainties resulting in substantial doubt as to the ability of the Company to continue to meet its obligations as they come due and hence, the ultimate appropriateness of the use of accounting principles applicable to a going concern." Outlook "The Company's primary business objective is to advance the palladium dominant Waterberg Project to a development and construction decision. The positive results of the recent Waterberg DFS provide a solid value assessment for the Waterberg Project. The long-term market outlook for the metals to be produced at Waterberg remains positive. The Implementation Work Program completed on September 15, 2020, and paid for substantially by Implats, focussed on project optimization, operational readiness and risk mitigation. The Implementation Work Program confirmed important aspects of the DFS, established mitigation approaches for certain possible risks, and identified several upside opportunities. The Implementation Work Program was budgeted to cost up to Rand 55 million, however, prior to the grant of a mining right, a planned geo technical drill program could not be completed, and final costs amounted to approximately Rand 24.7 million ($1.46 million). The Company will continue working towards its next major milestone; obtaining a mining right for the Waterberg Project. Waterberg JV Co. applied for a mining right in August 2018 and an environmental authorization in July of 2019. Detailed consultation with communities, local municipalities, the Limpopo Provincial government and South African national authorities is complete for the mining right application. An environmental authorisation was granted on Aug. 12, 2020, subject to a public notice period and finalization of issues raised by affected parties, which process was completed on Nov. 10, 2020. In addition to discussions with Implats, the Company and Waterberg JV Co. have begun a process to assess commercial alternatives for mine development financing and concentrate offtake, subject to Implats' right to match offtake proposals. Several parties are currently in discussions with the Company. The Company's battery technology initiative through Lion represents an exciting research, innovation and commercialization opportunity in the high-profile lithium battery field using palladium and platinum. Recent laboratory work by Lion has discovered innovations that are in line with our technical objectives and are now covered in granted patents and patent applications filed by FIU on behalf of Lion. The investment in Lion creates a potential vertical integration with electric vehicles, which may otherwise be a potential threat to the platinum and palladium market. The Company will follow government health directives in the months ahead. The health and safety of employees is a priority. The Company plans to drive ahead with its core business objectives while reducing costs where possible in this period of market uncertainty." A full-text copy of the Form 20-F is available for free at: https://www.sec.gov/Archives/edgar/data/1095052/000106299320005917/form20f.htm About Platinum Group Metals Headquartered in British Columbia, Canada, Platinum Group Metals Ltd. -- http://www.platinumgroupmetals.net/-- is a platinum and palladium focused exploration, development and operating company conducting work primarily on mineral properties it has staked or acquired by way of option agreements or applications in the Republic of South Africa and in Canada. The Company's sole material mineral property is the Waterberg Project. The Company continues to evaluate exploration opportunities both on currently owned properties and on new prospects. POLAR POWER: COVID-19 Pandemic Casts Going Concern Doubt -------------------------------------------------------- Polar Power, Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $4,723,000 on $2,501,000 of net sales for the three months ended Sept. 30, 2020, compared to a net income of $48,000 on $6,939,000 of net sales for the same period in 2019. At Sept. 30, 2020, the Company had total assets of $21,384,000, total liabilities of $6,558,000, and $14,826,000 in total stockholders' equity. Polar Power said, "The Company has reported losses from operations for the three and nine months ended September 30, 2020, the years ended December 31, 2019 and 2018 and used cash in operating activities during the nine months ended September 30, 2020. Its U.S. telecommunications customers, which represented 95% of the Company's net sales as of December 31, 2019, and 99% and 97% for the three and nine months ended September 30, 2020, respectively, have postponed shipments and orders to prioritize expansion of 5G and cell site edge computing networks. "In March 2020, the World Health Organization declared the coronavirus of 2019 ("COVID-19") a global pandemic. This contagious disease pandemic, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, and has resulted in an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the pandemic and its effects on the Company's business or ability to raise funds. These factors raise substantial doubt regarding the Company's ability to continue as a going concern within one year from the issue date of the Company's financial statements. "In addition, the Company's independent registered public accounting firm, in its report on the Company's December 31, 2019 financial statements, has expressed substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. "At September 30, 2020, the Company had cash on hand in the amount of US$2,071 thousand. During the nine months ended September 30, 2020, the Company received proceeds of US$1,715 thousand pursuant to the Paycheck Protection Program, proceeds of US$2,812 thousand from the issuance of common stock, and proceeds of US$861 thousand from the exercise of warrants. The Company's management estimates, as of the date of this Quarterly Report on Form 10-Q, that the current funds on hand will be sufficient to continue operations through March 31, 2021. The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on its operations, in the case of debt financing or cause substantial dilution for its stockholders, in case or equity financing. Management continues to review operations in order to identify additional strategies designed to generate cash flow, improve the Company's financial position, and enable the timely discharge of the Company's obligations. If management is unable to identify sources of additional cash flow in the short term, it may be required to further reduce or limit operations." A copy of the Form 10-Q is available at: https://bit.ly/368BOou Gardena, California-based Polar Power, Inc., designs, manufactures and sells direct current, or DC, power systems to supply reliable and low-cost energy to off-grid, bad-grid and backup power applications. The Company's products integrate DC generator and proprietary automated controls, lithium batteries and solar systems to provide low operating cost and lower emissions alternative power needs in telecommunications, defense, automotive and industrial markets. POWER SOLUTIONS: Has $1.5-Mil. Net Loss for Quarter Ended Sept. 30 ------------------------------------------------------------------ Power Solutions International, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $1,466,000 on $114,450,000 of net sales for the three months ended Sept. 30, 2020, compared to a net income of $5,756,000 on $138,512,000 of net sales for the same period in 2019. At Sept. 30, 2020, the Company had total assets of $314,053,000, total liabilities of $305,017,000, and $9,036,000 in total stockholders' equity. Power Solutions said, "The Company's management has concluded that, due to uncertainties surrounding the Company's future ability to refinance, extend, or repay its outstanding indebtedness, maintain sufficient liquidity to fund its business activities, obtain a cure or waiver of its financial covenant breach, and maintain compliance with the covenants and other requirements under the Credit Agreement in the future, substantial doubt exists as to its ability to continue as a going concern within one year after the date that these financial statements are issued. The Company's plans to alleviate the substantial doubt about its ability to continue as a going concern may not be successful, and it may be forced to limit its business activities or be unable to continue as a going concern, which would have a material adverse effect on its results of operations and financial condition." A copy of the Form 10-Q is available at: https://bit.ly/3o6FEER Power Solutions International, Inc., designs, manufactures, distributes, and supports power systems and custom engineered integrated electrical power generation systems for industrial original equipment manufacturers (OEMs) of off-highway industrial equipment and on-road medium trucks and buses. The company sells its products and services primarily in North America, as well as in the Pacific Rim and Europe. Power Solutions International was founded in 1985 and is headquartered in Wood Dale, Illinois. PRECIPIO INC: Has $3.3M Net Loss for Quarter Ended Sept. 30 ----------------------------------------------------------- Precipio, Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $3,292,000 on $1,627,000 of net sales for the three months ended Sept. 30, 2020, compared to a net loss of $1,897,000 on $784,000 of net sales for the same period in 2019. At Sept. 30, 2020, the Company had total assets of $20,717,000, total liabilities of $6,856,000, and $13,861,000 in total stockholders' equity. Precipio said, "There remains substantial doubt about the Company's ability to continue as a going concern for the next twelve months from the date these condensed consolidated financial statements were issued. There can be no assurance that the Company will be able to successfully achieve its initiatives in order to continue as a going concern over the next twelve months from the date of issuance of this Quarterly Report Form 10-Q." A copy of the Form 10-Q is available at: https://bit.ly/37ho75M Omaha, Nebraska-based Precipio, Inc., formerly known as Transgenomic, Inc. -- http://www.precipiodx.com/-- is a cancer diagnostics company providing diagnostic products and services to the oncology market. The Company has developed a platform designed to eradicate misdiagnoses by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide. Precipio operates a cancer diagnostic laboratory located in New Haven, Connecticut and has partnered with the Yale School of Medicine. PRECISION MEDICINE: Moody's Assigns B2 CFR, Outlook Stable ---------------------------------------------------------- Moody's Investors Service assigned ratings to Precision Medicine Group, LLC including a B2 Corporate Family Rating, B2-PD Probability of Default Rating, and a B2 rating to the senior secured first lien credit facilities. The outlook is stable. Proceeds from the $575 million term loan will be used in conjunction with cash and equity (both rollover and new) to finance the recapitalization of PMG by Blackstone Private Equity, including repaying existing debt and covering transaction-related expenses. Ratings assigned: Issuer: Precision Medicine Group, LLC Corporate Family Rating, assigned B2 Probability of Default Rating, assigned B2-PD Senior secured term loan, assigned B2 (LGD3) Senior secured delayed draw term loan, assigned B2 (LGD3) Senior secured revolving credit facility, assigned B2 (LGD3) Outlook action: Assigned, stable outlook RATINGS RATIONALE PMG's B2 CFR is constrained by its small size relative to peers with around $500 million in revenue and its relatively high financial leverage. Moody's estimates debt/EBITDA, pro forma for the transaction of approximately 5.5x for the twelve months ended June 30, 2020. PMG is highly acquisitive and Moody's believes that debt/EBITDA will remain in the mid-5x range as PMG pursues tuck-in acquisitions to bolster its service offerings. The ratings also reflects the risks inherent in the CRO industry, which is highly competitive, has high reliance on the pharmaceutical industry, and is subject to cancellation risk. While smaller than most CRO rated peers, PMG's ratings are supported by its niche service offering, focused on earlier-stage clinical development that utilizes biomarkers. Business diversity is good with strong demand drivers in both contract research and commercialization services. Moody's believes that CROs have good long-term growth prospects as the biopharmaceutical industry continues to increase outsourcing of R&D functions and the innovation in precision or personalized medicine continues to expand. Moody's expects that PMG's liquidity profile will be good, supported by good free cash flow and an undrawn $85 million revolver that expires in 2025. PMG will need to make approximately $15 million in earnout payments, tied to prior acquisitions that will be funded from free cash flow. PMG has modest capex at around $15-$20 million and mandatory debt amortization of 1% per year, or $5.5 million. Further, PMG's term loan has no financial maintenance covenant and the revolver has maximum leverage covenant that only springs when more than 35% is drawn. Moody's does not anticipate the revolver to be drawn. ESG considerations are material to PMG's rating. Specifically, key social risks include the potential for legislative changes to drug pricing that can impact the profitability of PMG's customers. Governance risks include PMG's private equity ownership and high financial leverage. The stable outlook reflects Moody's view that PMG will continue to benefit from strong industry fundamentals, including a growing number of clinical trials utilizing biomarkers, but that size and scale will remain moderate. It also balances Moody's expectation that PMG will be acquisitive. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade include if PMG can sustain strong EBITDA growth leading to a meaningful increase in scale. Another factor includes if Moody's expects PMG's debt/EBITDA to be sustained below 4.5x. Factors that could lead to a downgrade include if Moody's expects PMG's debt/EBITDA to be sustained above 6.0x or if backlog and new business awards are weak on a sustained basis. Headquartered in Bethesda, Maryland, Precision Medicine Group, LLC is a biopharmaceutical services company providing clinical research and commercialization services for the pharmaceutical and biotechnology industries. Reported revenue for the twelve months ended June 30, 2020 was approximately $511 million. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. PREMIERE JEWELLERY: Trustee Taps Omni as Claims Agent ----------------------------------------------------- Marjorie Kaufman, the appointed trustee in the chapter 11 cases of Premiere Jewellery Inc. and its debtor affiliates, seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Omni Agent Solutions as claims and noticing agent. Omni will perform these claims and noticing services: (a) Prepare and serve required notices and documents in the Chapter 11 Cases in accordance with the Bankruptcy Code and the Bankruptcy Rules in the form and manner directed by the Trustee and/or the Court; (b) Maintain an official copy of the Debtors' schedules of assets and liabilities and statements of financial affairs, listing the Debtors' known creditors and the amounts owed thereto; (c) Maintain (i) a list of all potential creditors, equity holders, and other parties-in-interest, and (ii) a core mailing list consisting of all parties described in Bankruptcy Rule 2002(i), (j) and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update and make said lists available upon request by a party-in-interest or the Clerk; (d) Furnish a notice to all potential creditors of the last date for filing proofs of claim and a form for filing a proof of claim, after such notice and form are approved by the Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information (or the lack thereof, in cases where the Schedules indicate no debt due to the subject party) on a customized proof of claim form provided to potential creditors; (e) Maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; (f) For all notices, motions, orders or other pleadings or documents served, prepare and file or cause to be filed with the Clerk an affidavit or certificate of service within seven business days of service which includes (i) either a copy of the notice served or the docket number(s) and title(s) of the pleading(s) served, (ii) a list of persons to whom it was mailed (in alphabetical order) with their addresses, (iii) the manner of service, and (iv) the date served; (g) Process all proofs of claim received, check said processing for accuracy and maintain the original proofs of claim in a secure area; (h) Provide an electronic interface for filing proofs of claim; (i) Maintain the official claims register for each Debtor on behalf of the Clerk on a case specific website; upon the Clerk's request, provide the Clerk with certified, duplicate unofficial Claims Registers; and specify in the Claims Registers the following information for each claim docketed: (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, (iv) the amount asserted, (v) the asserted classification(s) of the claim (e.g., secured, unsecured, priority, etc.), (vi) the applicable Debtor, and (vii) any disposition of the claim; (j) Provide public access to the Claims Registers, including complete proofs of claim with attachments, if any, without charge, and provide an electronic interface and online filing system for filing proofs of claim; (k) Implement necessary security measures to ensure the completeness and integrity of the Claims Registers and the safekeeping of the original claims; (l) Record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); (m) Relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of Omni, not less than weekly; (n) Assist in the dissemination of information to the public and respond to requests for administrative information regarding the Chapter 11 Cases as directed by the Trustee or the Court; (o) Upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the Claims Registers for the Clerk's review; (p) Monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and/or changes to the claims register and any service or mailing lists; (q) Identify and correct any incomplete or incorrect addresses in any mailing or service lists; (r) If the Chapter 11 Cases are converted to cases under chapter 7 of the Bankruptcy Code, contact the Clerk's office within three days of notice to Omni of entry of the order converting the cases; (s) 30 days prior to the close of the Chapter 11 Cases, to the extent practicable, request that the Trustee submit to the Court a proposed order dismissing Omni as Claims and Noticing Agent and terminating its services in such capacity upon completion of its duties and responsibilities and upon the closing of the Chapter 11 Cases; (t) Within seven days of notice to Omni of entry of an order closing the Chapter 11 Cases, provide to the Court the final version of the Claims Registers as of the date immediately before the close of the Chapter 11 Cases; and (u) At the close of the Chapter 11 Cases, box and transport all original documents, in proper format, as provided by the Clerk's office, to (i) the Federal Archives Record Administration, located at Central Plains Region, 200 Space Center Drive, Lee's Summit, MO 64064 or (ii) any other location requested by the Clerk's office. The Trustee intends that the services provided by Omni will complement, and not duplicate, the services being rendered by other professionals retained in the Chapter 11 Cases. The services to be rendered by Omni will be billed at rates ranging from $35.00 to $205.00 per hour. The hourly billing rates of Omni's professionals are below: Analyst $35.00 - $50.00 Consultants $65.00 - $160.00 Senior Consultants $165.00 - $200.00 Solicitation and Securities Services $205.00 Technology/Programming $85.00 - $135.00 Paul H. Deutch, the executive vice president of Omni Agent Solutions, 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 K. Osborne OMNI AGENT SOLUTIONS 5955 De Soto Avenue, Suite 100 Woodland Hills, CA 91367 Telephone: (818) 906-8300 E-mail: Bosborne@omniagnt.com About Premiere Jewellery Premiere Jewellery, Inc. and its affiliates design, sell, and distribute fashion jewelry serving the private label and branded needs of the retail industry. On June 25, 2020, Premiere Jewellery and its affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-11484). The petitions were signed by Howard A. Moser, chief restructuring officer. At the time of the filing, Premiere Jewellery disclosed estimated assets of $10 million to $50 million and estimated liabilities of the same range. Judge James L. Garrity oversees the cases. Jeffrey A. Wurst, Esq., at Armstrong Teasdale LLP, represents the Debtors as legal counsel. On July 17, 2020, the court approved the U.S. trustee's appointment of Marjorie E. Kaufman as Debtors' Chapter 11 trustee. Ms. Kaufman has tapped Klestadt Winters Jureller Southard & Stevens, LLP as her legal counsel, Getzler Henrich & Associates LLC as financial advisor, and DaHui Lawyers as special counsel. Omni Agent Solutions is the claims and noticing agent. PRESSURE BIOSCIENCES: Posts $3.3M Net Loss for Sept. 30 Quarter --------------------------------------------------------------- Pressure BioSciences, Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $3,278,748 on $533,862 of total revenue for the three months ended Sept. 30, 2020, compared to a net loss of $3,156,829 on $501,158 of total revenue for the same period in 2019. At Sept. 30, 2020, the Company had total assets of $2,957,481, total liabilities of $17,493,861, and $14,536,380 in total stockholders' deficit. The Company said, "We have experienced negative cash flows from operations with respect to our pressure cycling technology business since our inception. As of September 30, 2020, we did not have adequate working capital resources to satisfy our current liabilities and as a result, we have substantial doubt regarding our ability to continue as a going concern. We have been successful in raising debt and equity capital and we received US$8.0 million in net proceeds from loans in the nine months ended September 30, 2020. We have efforts in place to continue to raise cash through debt and equity offerings. "We will need substantial additional capital to fund our operations in future periods. If we are unable to obtain financing on acceptable terms, or at all, we will likely be required to cease our operations, pursue a plan to sell our operating assets, or otherwise modify our business strategy, which could materially harm our future business prospects." A copy of the Form 10-Q is available at: https://bit.ly/2KLbXuC Pressure BioSciences, Inc. develops pressure cycling technology (PCT) solutions in North America, Europe, and Asia. Its PCT technology uses alternating cycles of hydrostatic pressure between ambient and ultra-high levels to control the actions of molecules in biological samples, such as cells and tissues from human, animal, plant, and microbial sources. The company was formerly known as Boston Biomedica, Inc. Pressure BioSciences was founded in 1978 and is based in South Easton, Massachusetts. PRIME HEALTHCARE: Fitch Assigns Final 'B' LongTerm IDR ------------------------------------------------------ Fitch Ratings has assigned a final Long-Term Issuer Default Rating (LT IDR) of 'B' to Prime Healthcare Services, Inc. (PHSI) and final 'BB'/'RR1' and 'B'/'RR4' ratings, respectively, to Prime's asset-based lending facility (ABL) and senior secured notes. The final ratings are the same as the expected ratings assigned in October and follow the closing of the transactions and receipt of final debt agreements that conform with preliminary terms. The Rating Outlook is Stable. KEY RATING DRIVERS Durable Cashflows Relative to Typical Corporate: Hospital operators such as PHSI tend to exhibit more durable revenues and EBITDA than the typical corporate issuer due to the generally less economically cyclical and non-discretionary demand for care. Cash conversion is fairly predictable with high-quality receivable counterparties (i.e. Medicare, state Medicaid programs and commercial insurers) and good visibility into future capital expenditure requirements. Growth via Acquisitions and Operational Improvements: PHSI has been highly acquisitive since its formation and could remain so. PHSI currently operates 31 hospitals (plus an additional 15 on behalf of a related party, Prime Healthcare Foundation [PHF], in exchange for a management fee) up from two in 2005 and one in 2001. PHSI's acquisition strategy focuses on targeting underperforming emergency department-centered hospitals and improving their operating and financial performance. Recent, albeit anecdotal, examples indicate PHSI is largely successful in executing this strategy as measured by quality-of-care statistics, cost reductions and, to a lesser extent, revenue improvements. The influence of the latter going forward is unclear as Fitch is unable to ascertain the degree to which previous improvements in case mix were attributable to fixing suboptimal billing practices (e.g. avoidable claim denials) by the previous owners of the acquired hospital or whether it was due to less justifiable billing and admissions practices such as those alleged in disputes with payors. Continued successful execution of the turnaround strategy for acquisitions will have a large influence on trends in margins and cashflows given the company's smaller scale. Potential for More Volatility than Peers: Fitch expects that PHSI could exhibit more volatile EBITDA and cashflows through-the-cycle than its for-profit hospital peers due to a few factors including geographic concentration, smaller scale, its focus on the emergency department and the significant impact programs such as California's Hospital Quality Assurance Fees (QAF) have on margins. Fitch is not assuming any meaningful changes to PHSI's cashflows in the short-to-medium term as the QAF program was made permanent in CA and threats such as the Medicaid Fiscal Accountability Rule (MFAR), which could have reduced funding, have been rescinded. However, the MFAR proposal is emblematic of the potential for impactful changes that could result in lower cashflows at hospitals such as PHSI's. The emergency department focus has offsetting implications for PHSI. Patient volumes should be fairly durable in the short-term, because demand is less-discretionary than other service lines. This is offset in part by lower margins due to the payor mix skewing toward Medicare and Medicaid, which pay at lower rates than commercial insurers for the same care delivered. This turnaround emergency department strategy compares with that of its larger for-profit peers, which tend to focus on improving their share in each market to strengthen negotiating power with commercial payors and achieve cost synergies from economies of scale. Peers tend to use a hub-and-spoke approach in each market with the hospital at the center and lower cost or more convenient settings such as referring physician groups, ambulatory surgery centers and free-standing emergency departments and urgent care centers as the spokes. These settings allow peers to capture higher-margin elective surgeries and longer-term services (e.g. oncology) and hedge against the volume loss from payors incentivizing volumes to migrate to lower-cost settings. Over the longer term, PHSI may face volume and margin pressure as payors seek to reduce healthcare expenditure growth by incentivizing care that can safely occur in lower cost settings to do so (i.e. away from higher cost settings such as the emergency department). For the proportion of volumes that, by definition, are an emergency and best cared for in that setting, payors may ration their financial resources, thus pressuring rate growth. Prime's operating statistics indicate it has not been immune to these volume pressures. PHSI's emergency room volumes have declined in each of the past three years, in contrast to public peers that have seen slightly positive growth in adjusted admissions. PHSI's relative underperformance has been less significant when measured by revenues per adjusted admission. These trends may continue as more patients are covered by managed care programs rather than directly by Medicaid or Medicare. Conservative Financial Policies: Fitch expects PHSI will operate with leverage around 4x through 2022 which is among the lowest for for-profit providers, generally and for-profit hospitals, specifically. Fitch expects PHSI will generate durably positive FCF through the forecast though it will be volatile in 2020 and 2021 due to the timing of grants and advances received under the CARES Act. The ratings and forecast consider the potential that leverage could trend higher than management's expectations given the acquisitive history and likelihood of more acquisition opportunities. There could be negative momentum in the ratings and/or Outlook if Fitch expected acquisitions and/or weaker than forecasted EBITDA would result in leverage sustaining above 5x. Governance Increases Potential Risk: PHSI is a privately held company with concentrated ownership that can influence decisions through its senior management positions and its position on and rights related to changes to members of the Board of Directors. PHSI has a history of related-party transactions (including donation of hospitals from PHSI to PHF), a more complex corporate structure, and impairments and covenant waivers during benign economic and operating environments. Moreover, financial and operational disclosures are less robust than public peers making it incrementally more challenging to assess operating performance and the merits of certain related-party transactions. The company's legal disputes and settlements with the government and payors (including two active Department of Justice [DOJ] investigations) have focused on alleged behaviors that, if true, would undermine some but not all of the operational and financial improvements. PHSI (along with PHF and Prime's founder and CEO) entered into a settlement agreement with the DOJ in 2018 for $65 million and has an outstanding judgement against it related to a dispute with Kaiser Permanente for $46 million. These factors, while not individually unique to PHSI, are more prevalent with PHSI and, in the aggregate, constrain the ratings but do not explicitly have a negative impact. Fitch is not asserting that the company's actions heretofore have been untoward but that, to the extent possible under the debt documents, the company may take actions that may be to the benefit of ownership and to the detriment of creditor recoveries in the event of a default or restructuring. Moreover, Fitch also notes the potential for non-recurring but material cash outflows related to these items. Coronavirus Pandemic Affecting Operations: Depressed volumes of elective patient procedures have weighed on PHSI's revenue and operating margins in 2020. PHSI's emergency department focused volumes were not immune from the broader trends of healthcare providers generally cancelling elective procedures in both inpatient and outpatient settings to increase capacity for COVID-19 patients and in response to government orders. Fitch believes PHSI has sufficient headroom in the 'B' rating to absorb these effects, which is predicated on an assumption that the recovery in patient volumes experienced beginning in 2Q20 will be durable. There could be downward pressure on the rating if the business disruption depresses cash flow more than Fitch currently anticipates. This could be as a result of a patient preference to avoid elective care or because the healthcare services segment proves more economically sensitive than during past U.S. economic recessions. DERIVATION SUMMARY Compared with rated for-profit healthcare providers, Prime Healthcare Services, Inc. (B/Stable) is smaller in terms of revenue and more geographically concentrated, which increases the potential for volatility in EBITDA and FCF. Moreover, its hospitals tend to be more reliant on government payors and emergent care volumes than elective procedures, which provides some durability to revenues in exchange for lower margins due to the relative payment rates and lower acuity mix. This can be seen in its lower level of revenues and EBITDA compared with Universal Health Services despite a similar number of hospitals. PHSI offsets some of the aforementioned risks by operating with leverage toward the low end of the range compared with that of publicly traded hospitals. Universal Health Services (BB+) typically maintains leverage in the 2x-3x range, HCA, Inc. (BB) in the 3x-4x range, Tenet Healthcare Corp. (B), which has been around 7x in recent years and Community Health Systems, Inc. (CCC), which has had leverage exceeding 9x. Compared with the other hospital peers, Prime has relationships with a number of related entities, including contributing hospitals to and managing on behalf of PHF. The company is also private, and its disclosures are adequate but below the standard of public filers. Combined, these factors introduce governance, group transparency, and financial transparency risks, which are less relevant in the analysis of its public peers. Fitch does not consider there to be a parent/subsidiary relationship between Prime Healthcare Services, Inc. and Prime Healthcare Foundation (BBB-/Stable) as they are independent entities, PHF is not owned by PHSI nor Prime Healthcare Holdings, Inc., the debt is not nor expected to be guaranteed or cross defaulted and Fitch does not expect that PHSI would provide financial support to PHF. However, there is some operational overlap as PHSI manages hospitals on behalf of PHF. In assessing PHSI, Fitch has considered PHSI's real estate lease liabilities to be debt rather than non-debt liabilities, which is a variation from the Corporate Rating Criteria. The variation is based on their materiality (i.e. the largest obligation that are crossed and act as one obligation), their ability to trigger a default as guaranteed by PHSI, the fact that the leased real estate is core to the operating strategy and that use of sale leasebacks has been the strategy to fund acquisitions. The variation did not result in a different rating category outcome. No country ceiling, operating environment or parent and rating subsidiary analysis influenced the ratings. KEY ASSUMPTIONS Leverage (as measured by gross debt including lease liabilities to recurring operating EBITDA) sustains around the 3.5x-4.0x range as a result of: -- The acquisition of St. Francis in 2H20 with realization of identified cost synergies; -- Low-single digit top line growth thereafter; -- Operating margins decline by approximately 300bp in 2020 as a result of the coronavirus pandemic and recover in 2021 but do not grow thereafter assuming the economic consequences of the pandemic result in fewer commercially insured volumes thereafter; -- FCF is volatile in 2020 and 2021 due to the recognition and partial repayment of grants and advances received through the CARES Act and is durably positive thereafter; -- FCF also assumes no material changes to the company's capex or dividend payments, some litigation payments and no significant acquisitions/dispositions. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Demonstrated improvement in operating fundamentals (i.e. volumes) and Fitch's expectation that the improvement is sustainable, or; - PHSI successfully pivoting its portfolio away from the emergency room and thereby better aligning its volume growth with secular trends; - Positive momentum would further be governed by one of the items above occurring in conjunction with improvements in its governance structure such that it is no longer a constraint on the rating(s). Factors that could, individually or collectively, lead to negative rating action/downgrade: - Fitch's expectation of a deterioration in FCF from 'durably positive' toward break-even and/or with greater volatility; - Fitch's expectation of leverage sustaining above 5x; - Further evidence of weak corporate governance as described in Fitch's Corporate Rating Criteria such that it warrants a lower rating in and of itself. LIQUIDITY AND DEBT STRUCTURE Debt Structure: PHSI's capitalization is comprised of a $450 million ABL, $700 million of senior secured notes, approximately $860 million of lease liabilities, approximately $150 million of mortgages and hospital-level debt and $18 million of other debt. The senior secured notes have an equity interest in the collateral pledged to the lease liabilities and mortgages and hospital-level debt. Liquidity Sufficient: PHSI's liquidity is comprised of the undrawn $450 million ABL facility and approximately $360 million of cash. Fitch also generally expects positive FCF sufficient to cover operating needs, though choppy in 2020-2021 as a result of government stimulus funding, Medicare advances, and the associated repayment of those advances. Uses of liquidity are manageable through the rating horizon and are comprised largely of committed capex and potential payments on contingent liabilities. Derivation of Recovery Ratings and Debt-Level Ratings: The 'BB'/'RR1' and 'B'/'RR4' ratings for PHSI's ABL facility and the senior secured first-lien notes, respectively, reflect Fitch's expectation of recovery for the ABL facility in the 91% to 100% range and recovery for the first lien secured notes in the 31%-50% range under a bankruptcy scenario. The instrument ratings for PHSI's debt are notched from its 'B' IDR based on a bespoke analysis. The recovery analysis assumes that Prime Healthcare Services, Inc. would be reorganized as a going concern in bankruptcy rather than liquidated. Fitch estimates an enterprise value (EV) on a going-concern basis of $1.2 billion for PHSI. The EV assumption is based on post-reorganization EBITDA after dividends to associates and minorities of approximately $220 million and a 6.25x multiple and a deduction of 10% for administrative claims. Fitch projects a post-restructuring sustainable cash flow, which assumes both depletion of the current position to reflect the distress that provoked a default, and a level of corrective action that Fitch assumes either would have occurred during restructuring, or would be priced into a purchase price by potential bidders. The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the enterprise valuation. Fitch assumes a scenario in which PHSI could default or restructure if EBITDA were to decline toward $300 million, which would imply elevated refinancing risk due to the leverage multiple nearing the acquisition multiples for the hospitals and the company operating at a meaningful FCF deficit, which would not be sustainable. EBITDA at these levels could occur in a scenario where there was a meaningful reduction in per treatment Medicaid and/or Medicare reimbursement rates, changes to provider fee programs and/or if there were negative impacts to the fees received from the non-profit foundation. Fitch assumes that upon entering bankruptcy/default, PHSI would be unable to improve EBITDA as a unilateral reduction in government rates would likely have limited cost offsets, particularly for a hospital operator that has already improved the financial and operating results of the acquired hospitals by reducing redundant costs. Fitch expects the going concern EBITDA would be below the EBITDA upon entering bankruptcy as Fitch assumes the potential loss of the management fees it earns from the hospitals owned by Prime Healthcare Foundation given contractual rights afforded to PHF and financial incentives for ownership that could conflict with creditors. Fitch also assumes that were the senior secured note lenders to enforce their rights related to the hospitals for which they have a first-lien, they would incur additional operating expenses and general and administrative expenses reflecting the loss of economies of scale. The EV multiple of 6.25x EBITDA considers the historical bankruptcy case study exit multiples for peer companies with a median of 6.0x-6.5x, the recent emergence of Quorum Health Corporation, a rural hospital operator at 6.3x, recent acquisition multiples for hospitals acquired by PHSI, trading multiples for publicly-traded hospitals that have fluctuated between approximately 6.5x and 9.5x since 2011 and the privatization multiple for LifePoint Health of 7.5x. In applying the distributable proceeds, Fitch assumes $375 million is drawn against the ABL, which would recover 100%. Fitch applied the post-ABL distributable proceeds proportionally between the $700 million of senior secured notes and the $1.0 billion of mortgages, notes and other debt based on Fitch's estimate of the amount of EBITDA generated by each group's collateral. Fitch has not assumed any material collateral leakage via dispositions, contributions, restricted payments, etc. ahead of a restructuring/bankruptcy though notes the possibility for such, particularly via restricted payments, based on the draft terms of the debt agreements. CRITERIA VARIATION Amounts of sale-leaseback liabilities were judged to be debt-like and included as debt, for which a variation was approved. ESG CONSIDERATIONS PHSI has an ESG Relevance Score of '4' for Exposure to Social Impacts due to pressure to contain healthcare spending growth, highly sensitive political environment, and social pressure to contain costs or restrict pricing, which has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. PHSI has an ESG Relevance Score of '4' for Governance Structure due to the significant control the Reddy family has via its ownership, its senior management positions and the ability to influence the composition of the Board of Directors. Disclosure regarding relevant expertise and successful oversight by the Board of Directors is limited. This has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. PHSI has an ESG Relevance Score of '4' for Group Structure due to the degree to which there have been related party transactions where benefits to the ownership have been clearer than the benefits to other stakeholders. For example, the contribution of PHSI hospitals to PHF could have had positive tax consequences for ownership but moved 15 assets out of the borrower group (approximately one-third). PHSI retains some of the hospitals' cashflows through management fees. This has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. 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. PRO TECH MACHINING: PA DOR Objects to Plan & Disclosure ------------------------------------------------------- The Commonwealth of Pennsylvania, Office of Attorney General, on behalf of the Pennsylvania Department of Revenue (PA DOR), objects to the Approval of the Amended Disclosure Statement and to Confirmation of the Amended Chapter 11 Plan of Reorganization of Pro Tech Machining, Inc., and states as follows: * The Debtor's failure to file the outstanding tax returns is contrary to state law and the Bankruptcy Code, making the Plan non-confirmable pursuant to 11 U.S.C. Sec. 1129(a)(2). * The failure of the Debtor to file the required outstanding tax returns may result in an additional tax liability which is neither disclosed nor provided for in the Plan. * The Debtor has not provided sufficient information regarding its tax obligations and filing requirements to provide the required disclosure of adequate information pursuant to 11 U.S.C. Sec. 1125. A full-text copy of PA DOR's objection to plan and disclosure dated October 1, 2020, is available at https://tinyurl.com/y5bmf7ft from PacerMonitor.com at no charge. About Pro Tech Machining Pro Tech Machining, Inc., is an S-Corporation that does business as a machining shop. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-10690) on July 10, 2019. The petition was signed by Edward C. Nelson, president. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of less than $1 million. The Debtor tapped Steidl & Steinberg as its legal counsel, and McGill Power Bell & Associates, LLP, as its accountant. PROUSYS INC: Unsec. Creditors Will be Paid 15.7% to 25.3% of Claims ------------------------------------------------------------------- ProUsys, Inc., filed a First Amended Disclosure Statement for Chapter 11 Plan of Reorganization on October 1, 2020. Class 4 General unsecured undisputed creditors are impaired. The Debtor will make total payments of $240,000 toward general unsecured claims. Monthly payments of $5,000 each shall commence on June 1, 2021, and continue on the first day of each subsequent month for forty-eight (48) months. The actual amount paid to each general unsecured claimant is estimated to be between 15.7% to 25.3%. The actual percentage paid to each claimant will be determined once the disputed claims have been resolved. If the disputed claims are allowed in full, then claimants will receive approximately 15.7% of their claim. The Debtor anticipates that it will prevail against P&J Electric, Inc., Lash Construction, Inc., and Diaz and that their respective claims will be disallowed entirely. The Debtor anticipates that the DLSE's claim will be reduced to approximately $70,000. In this case, total allowed unsecured claims would be $949,662.67, and general unsecured claims would be paid approximately 25.3%. A full-text copy of the first amended disclosure statement dated October 1, 2020, is available at https://tinyurl.com/yyhv7h9m from PacerMonitor.com at no charge. Attorneys for the Debtor: Reed H. Olmstead LAW OFFICES OF REED H. OLMSTEAD 5266 Hollister Avenue, Suite 224 Santa Barbara, CA 93111 Telephone: (805) 963-9111 Facsimile: (805) 963-2209 E-mail: reed@olmstead.law About ProUsys Inc. ProUsys, Inc. -- http://www.prousys.com/-- is a service provider of automation, electrical instrumentation, control systems, fabrication, SCADA, wireless and network solutions adding value-added services in maintenance and construction. ProUsys, Inc. filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-10981) on May 31, 2019. In the petition signed by Kevin Mueller, president, the Debtor disclosed $338,784 in assets and $1,505,242 in liabilities. Judge Martin Barash oversees the case. The Debtor tapped the Law Offices of Reed H. Olmstead as its legal counsel, and LeBeau Thelen, LLP, as its special counsel. PROVIDENCE MANAGEMENT: Seeks to Tap The Lane Law Firm as Counsel ---------------------------------------------------------------- Providence Management Environmental LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ The Lane Law Firm, PLLC as counsel. The firm will render these legal services to the Debtor: (a) assist, advise and represent the Debtor relative to the administration of the chapter 11 case; (b) assist, advise and represent the Debtor in analyzing the Debtor's assets and liabilities, investigating the extent and validity of lien and claims, and participating in and reviewing any proposed asset sales or dispositions; (c) attend meetings and negotiate with the representatives of the secured creditors; (d) assist the Debtor in the preparation, analysis and negotiation of any plan of reorganization and disclosure statement accompanying any plan of reorganization; (e) take all necessary action to protect and preserve the interests of the Debtor; (f) appear, as appropriate, before this Court, the Appellate Courts, and other Courts in which matters may be heard and to protect the interests of Debtor before said Courts and the United States Trustee; and (g) perform all other necessary legal services in these cases. The hourly billing rates of the firm's professionals are below: Robert C. Lane, Partner $425 Associate Attorneys $225 - $350 Paralegals/Legal Assistants $150 The Debtor paid a total of $15,000.00 to the firm, which constituted as the full advance payment retainer for fees and costs associated with the filing of the bankruptcy case. As of the petition date, the Debtor did not owe the firm any amounts for legal services rendered before the petition date. Robert C. Lane, a partner of The Lane Law Firm, PLLC, 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: Robert C. Lane, Esq. THE LANE LAW FIRM, PLLC 6200 Savoy, Suite 1150 Houston, TX 77036 Telephone: (713) 595-8200 Facsimile: (713) 595-8201 E-mail: notifications@lanelaw.com About Providence Management Environmental Providence Management Environmental LLC filed a voluntary petition for relief under Chapter 11 of Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-32839) on November 12, 2020. The petition was signed by Kim Tindol, president/owner. At the time of the filing, the Debtor disclosed total assets of $462,912 and total liabilities of $1,335,181. Judge Michelle V. Larson oversees the case. The Lane Law Firm, PLLC serves as the Debtor's counsel. PS OF DENVER: Seeks to Hire SL Biggs as Accountant -------------------------------------------------- PS Of Denver, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ SL Biggs as its accountant. Mark Dennis of SL Biggs, to provide tax and accounting services to the Debtor, including the tax returns, financial statements, and other similar services. It is anticipated that Mr. Dennis will provide the vast majority of the work on behalf of the Debtor at the rate of $325 per hour. The hourly rates for Senior Managers, Directors and Partners at SL Biggs range from $250-$450 per hour and associates range downward to $145 her hour. The Debtor will provide the Firm with a $5,000 retainer for the Firm's fees and costs. SL Biggs is a "disinterested person" as that term is defined in 11 U.S.C. Sec. 101(14) of the Bankruptcy Code, according to court filings. The firm can reached through: Mark Dennis, CPA SL Biggs SingerLewak LLP 2000 S. Colorado Blvd. Tower 2, Suite 200 Denver, CO 80222 About PS Of Denver PS Of Denver, Inc., a/k/a Prosource of Denver, Inc., is a supplier of flooring, cabinets, and counter tops. PS Of Denver, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 20-16375) on Sep. 25, 2020. The petition was signed by Brett C. Martin, president. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Thomas B. McNamara oversees the case. The Debtor tapped K. Jamie Buechler, Esq. at Buechler Law Office, L.L.C. as counsel and Columbia Consulting Group, PLLC, as financial consultant. PURE BIOSCIENCE: Posts $4K Net Income for Fiscal Year 2020 ---------------------------------------------------------- Pure Bioscience, Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net income of $4,000 on $6,917,000 of net product sales for the year ended July 31, 2020, compared to a net loss of $6,554,000 on $1,909,000 of net product sales for the year ended in 2019. The audit report of Mayer Hoffman McCann P.C. dated October 29, 2019, states that the Company has incurred recurring losses from operations and is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company's balance sheet at July 31, 2020, showed total assets of $6,323,000, total liabilities of $1,512,000, and a total stockholders' equity of $4,811,000. A copy of the Form 10-K is available at: https://bit.ly/2HI2lj0 El Cajon, Calif.-based Pure Bioscience, Inc., manufactures and sells silver dihydrogen SDC-based disinfecting and sanitizing products, which are registered by the Environmental Protection Agency, or EPA, to distributors and end users. The Company also manufactures and sells various SDC-based formulations to manufacturers for use as a raw material in the production of personal care and other products. Silver dihydrogen citrate, or SDC, is a broad-spectrum, non-toxic antimicrobial. QUANTA INC: Reports $1.9M Net Loss for the Quarter Ended June 30 ---------------------------------------------------------------- Quanta, Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $1,866,000 on $307,000 of net sales for the three months ended June 30, 2020, compared to a net loss of $1,906,000 on $309,000 of net sales for the same period in 2019. At June 30, 2020, the Company had total assets of $1,210,000, total liabilities of $2,024,000, and $814,000 in total stockholders' deficit. The Company said, "We have yet to establish any history of profitable operations. For the six months ended June 30, 2020, the Company incurred a net loss of US$3,255 and used cash in operating activities of US$1,344, and at June 30, 2020, the Company had a stockholders' deficit of US$814. These factors raise substantial doubt about our ability to continue as a going concern within one year after the date the financial statements are issued. In addition, the Company's independent registered public accounting firm, in their report on the Company's December 31, 2019 audited financial statements, raised substantial doubt about the Company's ability to continue as a going concern. This going concern opinion could materially limit our ability to raise additional funds through the issuance of new debt or equity securities and future reports on our financial statements may also include an explanatory paragraph with respect to our ability to continue as a going concern." A copy of the Form 10-Q is available at: https://bit.ly/3laOfEt Quanta, Inc., an applied science company, focuses on enhancing energy levels in plant matter to increase performance within the human body. Its proprietary technology uses quantum mechanics to increase bio-activity of targeted molecules to enhance the desired effects. The company specializes in potentiating rare naturally occurring elements to create impactful and sustainable healing solutions that are as pharmaceutical drugs. It offers its technology as a platform to product makers through distribution channels, as well as consumer products. The company sells its products directly to customers (DTC) through online orders from its websites, and DTC sales at conventions and events; and through wholesalers, including physicians, pharmacies, fitness studios, grocery stores, and other organizations. It serves brands in cannabis, anti-aging, health and wellness, stress management, pain management, fitness, and brain performance enhancement. The company was founded in 2016 and is headquartered in Burbank, California. QUARTER HOMES: Selling 15 Arizona Houses for $3.8 Million --------------------------------------------------------- Quarter Homes, LLC, asks the U.S. Bankruptcy Court for the District of Arizona to authorize the sale of the following 15 houses located at: (1) 719 E. Denim Trail, San Tan Valley, Arizona to Awurama Anaman for $290,000; (2) 2404 W. Bartlett Way, San Tan Valley, Arizona to Margaret Wanderi for $276,000; (3) 3733 W. Dunbar Dr., Phoenix, Arizona to Progress Residential Homes, LLC for $275,000; (4) 7355 S. 252nd Lane, Buckeye Arizona to Jesse Kyle Camp/Marlene Viridiana Perez for $235,000; (5) 28652 N. Rainfall Dr., San Tan Valley, Arizona to Miguel Angel Retana for $256,000; (6) 29672 N. Desert Willow Blvd., San Tan Valley, Arizona to IH6 Property Phoenix, L.P. for $240,000; (7) 30451 N. Bareback Trail, San Tan Valley, Arizona to Ronald Sudderth/Marie Sudderth for $240,000; (8) 35725 W. Cartegna Lane, Maricopa, Arizona to Gabriela Romero/Javier Romero for $275,000; (9) 45067 W. Desert Cedars Lane, Maricopa, Arizona to Cynthia Joann Kaneta for $208,000; (10) 4140 E. Superior Road, San Tan Valley, Arizona to David Bromagem/Jaclyn Morace for $235,000; (11) 44903 W. Buckhorn Trail, Maricopa, Arizona to Hector and Marina Perez/Hector Armando and Miriam Perez for $265,000; (12) 45434 W. Rhea Road, Maricopa, Arizona to Hector and Marina Perez/Hector Armando and Miriam Perez for $250,000; (13) 30985 N. Karen Drive, San Tan Valley, Arizona to Tammra E Peterson/Richard Wayne Peterson for $277,000; (14) 25746 W. Gibson Lane, Buckeye, Arizona to HPA US2, LLC for $250,000; and (15) 46006 W. Sky Lane, Maricopa, Arizona to Preston Eric Bryant for $257,000. Quarter Homes owns 44 homes (single family residences) located in Maricopa, Pinal, and Navajo County. The homes are covered by blanket deeds of trust, assignments of leases and rents, and security agreements ("DOT Assignments and Security Agreements"), serviced by Midland Loan Servicing on behalf of Wilmington Trust, National Association, as Trustee for the benefit of holders of CoreVest American Finance 2018-1 Mortgage Pass Through Certificates. Due to the bankruptcy filing, CoreVest passed servicing of the loans to Situs AMC. The DOT Assignments and Security Agreements are part of a master loan agreement providing the terms of the original $6.9 million (now approximately $5 million) loan that Quarter Homes has from CoreVest. Under the terms of the Loan Documents, Quarter Homes is required to pay back a certain release price (the proportional share of that home with regard to the original loan), along with a pre-payment fee, and a yield-maintenance fee. Upon closing of the sale and receipt of the Release Price, Situs/CoreVest is obligated to release its lien so that clear title can be passed to the buyer. Although it has not yet been calculated to the exact dollar amount, it is anticipated that the Release Price (which includes the principal allocation, the contract-required 20% principal reduction, and the yield maintenance) for each house will be: House Sale Price Release Price Costs of Sale Projected Amount Closing to Debtor Denim Trail $290,000 $156,000 $20,300 $113,700 Nov. 24, 2020 Bartlett Way $276,000 $164,500 $19,320 $92,180 Nov. 30, 2020 Dunbar $275,000 $170,000 $19,250 $85,750 Nov. 30, 2020 252nd Way $235,000 $146,000 $16,450 $72,550 Nov. 30, 2020 Rainfall Drive $256,000 $150,000 $17,920 $88,080 Dec. 28, 2020 Desert Willow $240,000 $150,000 $16,800 $73,200 Nov. 24, 2020 Bareback Trail $240,000 $145,000 $16,800 $78,200 Dec. 4, 2020 Cartegna Lane $275,000 $159,000 $19,250 $96,750 Dec. 2, 2020 Desert Cedars $208,000 $123,000 $14,560 $70,440 Nov. 30, 2020 Superior Road $235,000 $144,000 $16,450 $74,550 Nov. 30, 2020 Buckhorn Trail $265,000 $161,000 $18,550 $85,450 Dec. 4, 2020 Rhea Road $250,000 $152,000 $17,500 $80,500 Dec. 4, 2020 Karen Drive $277,000 $168,000 $19,390 $89,610 Nov. 30, 2020 Gibson Lane $250,000 $160,000 $17,500 $72,500 Dec. 15, 2020 Sky Lane $257,000 $145,000 $17,990 $94,010 Nov. 30, 2020 Totals: $3,829,000 $293,500 $268,030 $1,267,470 These Selling House were marketed pursuant to the Debtor's previously filed motion to employ Maria Todd and A&M Management as a broker for the houses. The Court approved that motion on Oct. 27, 2020. After payment of the Release Price, and payment of the commissions due to the Maria Todd of A&M Management of Arizona, the escrow, tax, and other closing costs borne by Quarter Homes, Quarter Homes will realize approximately $1,267,470 on the sales. Those funds will be used to fund the Debtor's recently filed liquidating plan, i.e., to pay off Quarter Homes' creditors and investors. As previously indicated, under Quarter Homes' business model, it would obtain money from investors and use those funds to purchase specific houses. Those investors would then receive beneficial interests in the residences purchased with their funds. In accordance with its recently filed plan, the Debtors expect that all of the funds from the sales of the Selling Houses will be deposited in a segregated account (the account previously used for the post-petition sale of the Colby Home -- approved by the Court on June 23, 2020). The Debtors have visited with their creditor constituents and anticipate that they will deduct from the total of all sale proceeds a $50,000 operating reserve -- to ensure continued liquidity during the case. The Closing of the each sale will occur as follows: House Closing Denim Trail Nov. 24, 2020 Bartlett Way Nov. 30, 2020 Dunbar Nov. 30, 2020 252nd Way Nov. 30, 2020 Rainfall Drive Dec. 28, 2020 Desert Willow Nov. 24, 2020 Bareback Trail Dec. 4, 2020 Cartegna Lane Dec. 2, 2020 Desert Cedars Nov. 30, 2020 Superior Road Nov. 30, 2020 Buckhorn Trail Dec. 4, 2020 Rhea Road Dec. 4, 2020 Karen Drive Nov. 30, 2020 Gibson Lane Dec. 15, 2020 Sky Lane Nov. 30, 2020 Contingent upon the Court's approving the sales of the houses at the purchase prices specified below, A&M Broker is entitled to 2.5% of the sale prices for the Selling Homes as follows: House Commission Denim Trail $7,250 Bartlett Way $6,900 Dunbar $6,875 252nd Way $5,875 Rainfall Drive $6,400 Desert Willow $6,000 Bareback Trail $6,000 Cartegna Lane $6,875 Desert Cedars $5,200 Superior Road $5,875 Buckhorn Trail $6,625 Rhea Road $6,250 Karen Drive $6,925 Gibson Lane $6,250 Sky Lane $6,425 Totals: $95,725 The Debtor asks approval of such fees, and authorization for payment to A&M Broker at closing of each sale in the amounts set forth. The Debtor further asks a waiver of the 14-day stay pursuant to Rule 6004(h) to allow the order approving the relief sought to take effect immediately. Fed. R. Bankr. P. 6004(h). A copy of the Contract is available at https://tinyurl.com/y2n8x6d4 from PacerMonitor.com free of charge. About Quarter Homes Quarter Homes, LLC, located at 15446 N Greenway Hayden Loop Ste 1029, Scottsdale, Arizona, owns commercial real estate, undeveloped land, and residential properties located in Arizona. Quarter Homes, LLC sought Chapter 11 protection (Bankr. D. Ariz. Case No. 20-07065) on June 11, 2020. In the petition signed by David Turcotte, president, the Debtor was estimated to have assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Warren J. Stapleton, Esq., at Osborn Maledon, P.A. QUEEN CITY REHABS: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Queen City Rehabs and Renovations LLC 5632 Van Nuys Blvd Suite 558 Van Nuys, CA 91401 Business Description: Queen City Rehabs and Renovations LLC is engaged in activities related to real estate. Chapter 11 Petition Date: November 27, 2020 Court: United States Bankruptcy Court Central District of California Case No.: 20-12110 Judge: Hon. Martin R. Barash Debtor's Counsel: RoseAnn Frazee, Esq. FRAZEE LAW GROUP 155 North Lake Avenue, 8th Floor Pasadena, CA 91101 Tel: (626) 993-6688 Email: rfrazee@frazeelawgroup.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Dayo Beverly, president and managing member. The Debtor filed an empty list of its 20 largest unsecured creditors at the time of the filing. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/XV7PFPI/Queen_City_Rehabs_and_Renovations__cacbke-20-12110__0001.0.pdf?mcid=tGE4TAMA QUEST PATENT: Reports $50,000 Net Income for Sept. 30 Quarter ------------------------------------------------------------- Quest Patent Research Corporation filed its quarterly report on Form 10-Q, disclosing a net income of $49,615 on $3,404,985 of revenues for the three months ended Sept. 30, 2020, compared to a net loss of $144,534 on $640,000 of revenues for the same period in 2019. At Sept. 30, 2020, the Company had total assets of $4,291,779, total liabilities of $10,825,904, and $6,534,125 in total stockholders' deficit. The Company said, "We have an accumulated deficit of approximately US$20,974,000 and negative working capital of approximately US$7,520,000 as of September 30, 2020. Because of our continuing losses, our working capital deficiency, the uncertainty of future revenue, our obligations to Intellectual Ventures and Intelligent Partners, as transferee of United Wireless, our low stock price and the absence of a trading market in our common stock, our ability to raise funds in equity market or from lenders is severely impaired. These conditions together with the effects of the COVID-19 pandemic and the steps taken by the state to slow the spread of the virus and its effects on our business raise substantial doubt as to our ability to continue as a going concern. Although we may seek to raise funds and to obtain third party funding for litigation to enforce our intellectual property rights, the availability of such funds, particularly in view of the COVID-19 pandemic, is uncertain. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. We are in default on payment of principal and interest on our convertible notes due September 30, 2020 in the principal amount of US$4,672,812. Accrued interest on the notes was US$117,780. We obtained a standstill agreement of the noteholder until November 13, 2020. In connection with the standstill agreement, we paid the US$117,780 interest accrued at September 30, 2020, and, in connection with an extension of the standstill to November 13, 2020, we paid additional interest through the standstill period of US$20,000. Although we are in negotiation with the noteholder with respect to a restructure of the note and other payment agreements between the noteholder and us, we can give no assurance that the negotiations will result in a revised agreement. Our failure to negotiate an acceptable restructure of the agreement could materially and adversely affect our ability to continue in business and it may be necessary to seek protection under the Bankruptcy Act." A copy of the Form 10-Q is available at: https://bit.ly/3lmfxrP Quest Patent Research Corporation is an intellectual property asset management company. The Company's principal operations include the development, acquisition, licensing and enforcement of intellectual property rights that are either owned or controlled by the Company or one of its wholly owned subsidiaries. The Company currently owns, controls or manages eleven intellectual property portfolios, which principally consist of patent rights. The Company is based in Rye, New York. R&R TRUCKING: Unsecureds Will Be Paid 25% of Their Claims --------------------------------------------------------- R&R Trucking, Inc., and Ricardo and Rosa Cantu submitted a Disclosure Statement. The unsecured creditors of R&R and the Cantus would receive approximately 0% in liquidation. The Plan proposes to pay 25% of the unsecured claims against Debtors. Classes 3 through 9: Secured claims in Classes 3 through 9 that are identified as "impaired" shall be provided for as specified for each such claim in the Plan. The payment schedule for impaired secured creditors may be altered from that called for in pre-petition loan documents. Some claims may be bifurcated into secured and unsecured claims. Regardless, all impaired secured claims will be paid in full under the Plan. The claim balances of impaired secured creditors shall continue to be secured by liens as provided in applicable pre-petition loan documents. Class 8 and 14: The general unsecured creditors for R&R Trucking and Ricardo and Rosa Cantu, will be paid 25%. It is projected payments to unsecured creditors will begin within two years from the effective date of the Plan. Class 9, Equity Security Holders: The claim of Rosa Cantu will not be paid. However, Mr. and Mrs. Cantu will retain ownership of R&R Trucking, Inc. The Debtors will pay all creditors' claims from ongoing rental income. A full-text copy of the Disclosure Statement dated September 23, 2020, is available at https://tinyurl.com/y3c9ff4e from PacerMonitor.com at no charge. Attorneys for the Debtors: William L. Hames John W. O'Leary Hames, Anderson, Whitlow & O'Leary, P.S. 601 W. Kennewick Avenue P.O. Box 5498 Kennewick, WA 99336-0498 Tel: (509) 586-7797 Fax: (509) 586-3674 E-mail: billh@hawlaw.com johno@hawlaw.com About R&R Trucking, Inc. On March 1, 2019, R&R Trucking, Inc. filed a voluntary Chapter 11 reorganization proceeding under Chapter 11 of the United States Code in the Eastern District of Washington. On April 26, 2019, Ricardo and Rosa Cantu, owners of R&R Trucking, Inc., and personal guarantors on many of R&R Trucking’s obligations, filed a Chapter 11 bankruptcy proceeding in the Eastern District of Washington under case number 19-01089. By order of the above-entitled court entered on November 12, 2019, the two cases were administratively consolidated for the purposes of preparing one plan and having all subsequent pleadings filed under one case number to save time, money and energy of the parties and the clerk of the U.S. Bankruptcy Court. Hames, Anderson, Whitlow & O'Leary, P.S. is the Debtor's counsel. REALNETWORKS INC: Reports $3.3M Net Loss for Sept. 30 Quarter ------------------------------------------------------------- RealNetworks, Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $3,309,000 on $16,554,000 of net revenue for the quarter ended Sept. 30, 2020, compared to a net loss of $6,254,000 on $17,691,000 of net revenue for the same period in 2019. At Sept. 30, 2020, the Company had total assets of $153,913,000, total liabilities of $118,505,000, and $35,408,000 in total equity. The Company said, "Our unrestricted cash and cash equivalents balance at September 30, 2020 was US$13.2 million. Our operating losses for the quarter and nine months ended September 30, 2020 were US$2.9 million and US$10.5 million, respectively. We have evaluated our current liquidity position in light of our history of declining revenue and operating losses as well as our near-term expectations of net negative cash flows from operating activities. While we currently believe existing unrestricted cash balances along with current availability on our revolving line of credit will be sufficient to allow us to meet our obligations for the next 12 months, our assessment is subject to inherent risks and uncertainties. Moreover, our operating forecast is partly dependent on factors that are outside of our control. Compounding these risks, uncertainties, and other factors are the potential effects of the recent coronavirus pandemic and related impacts on global commerce and financial markets. These conditions, when evaluated within the guidance of ASC 205-40, raise substantial doubt about our ability to meet our obligations over the 12 months from the date of this filing and, therefore, to continue as a going concern. Our financial statements do not include any adjustment relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. "We have active plans to mitigate these conditions. Specifically, we plan to reduce negative cash flow through operating expense reductions, as well as through the deferral of certain obligations where we believe that we have the legal basis to do so. In addition, we are evaluating various strategic opportunities, which may include selling certain businesses or product lines, soliciting external investment into certain of our businesses, or seeking other strategic partnerships. Our plans are subject to inherent risks and uncertainties, which become significantly magnified when the effects of the current pandemic and related financial impacts are included in the assessment. Accordingly, there can be no assurance that our plans can be effectively implemented and, therefore, that the conditions can be effectively mitigated." A copy of the Form 10-Q is available at: https://bit.ly/3fIx5Ns RealNetworks, Inc., provides network-delivered digital media applications and services to manage, play, and share digital media. RealNetworks, Inc., was founded in 1994 and is headquartered in Seattle, Washington. RECRUITER.COM GROUP: Has $1.4-Mil. Net Income for Sept. 30 Quarter ------------------------------------------------------------------ Recruiter.com Group, Inc., filed its quarterly report on Form 10-Q, disclosing a net income of $1,435,418 on $1,992,167 of revenue for the three months ended Sept. 30, 2020, compared to a net loss of $1,028,034 on $1,945,744 of revenue for the same period in 2019. At Sept. 30, 2020, the Company had total assets of $6,045,694, total liabilities of $9,744,676, and $3,698,982 in total stockholders' deficit. Recruiter.com Group said, "The Company's historical operating results indicate substantial doubt exists related to the Company's ability to continue as a going concern. We can give no assurances that any additional capital that we are able to obtain, if any, will be sufficient to meet our needs, or that any such financing will be obtainable on acceptable terms. If we are unable to obtain adequate capital, we could be forced to cease operations or substantially curtail our commercial activities. These conditions raise substantial doubt as to our ability to continue as a going concern. The accompanying unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities should we be unable to continue as a going concern." A copy of the Form 10-Q is available at: https://bit.ly/3qhqgYa Recruiter.com Group, Inc. operates a platform for connecting recruiters and employers. It pairs enterprises with a network of recruiters to drive the hiring of top talent faster and smarter. The company offers recruitment services through its Job Market technology platform; and resume distribution services, as well as SHRM certified recruitment training services for recruiters. In addition, it provides marketing services primarily for B2B specialized software and services businesses. Recruiter.com Group, Inc. is based in Houston, Texas. RED ROSE: Seeks Approval to Hire CA Global Partners as Auctioneer ----------------------------------------------------------------- Red Rose, Inc. and its debtor affiliates seek approval from the U.S. Bankruptcy Court for the District of Nevada to employ CA Global Partners, Incorporated (CAGP) as their auctioneer. The Debtors need the assistance of CAGP to sell the Debtors' assets by a live auction on December 15, 2020. Under the agreement, CAGP will charge the purchasers a buyer's premium equal to 18% of the assets' purchase price. CAGP will retain the buyer's premium and remit the sales proceeds, after deducting its out-of-pocket expenses (not to exceed $40,000 in aggregate) and any applicable sales taxes collected, to the Debtors. CAGP has agreed to 0% commission on the sale proceeds. Adam Alexander of CA Global Partners, Incorporated disclosed in court filings that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code and it represents no interest adverse to the Trustee, the Debtors or their estates. The firm can be reached at: Adam Alexander CA GLOBAL PARTNERS, INCORPORATED 26635 Agoura Road, Suite 215 Calabasas CA 91302 Telephone: (818) 340-3134 E-mail: support@cagp.com About Red Rose Red Rose, Inc., its affiliates and its parent company Petersen-Dean Inc., a full-service, privately-held roofing and solar company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Lead Case No. 20-12814) on June 11, 2020. At the time of the filing, Red Rose and Petersen-Dean each disclosed assets of between $10 million and $50 million and liabilities of the same range. Judge Mike K. Nakagawa oversees the cases. The Debtors have tapped Fox Rothschild, LLP to serve as their bankruptcy counsel and JHS CPAs, LLP to provide tax-related services. The U.S. Trustee for Region 17 appointed a committee of unsecured creditors on June 27, 2020. Brown Rudnick LLP and Schwartz Law, PLLC serve as the committee's bankruptcy counsel and local counsel, respectively. REISINGER HOLDINGS: Proposes Auction Sale of All Assets ------------------------------------------------------- Reisinger Holdings, Inc., doing business as SPD Textile & Drapery Inc., asks the U.S. Bankruptcy Court for the Southern District of Indiana to authorize the public auction sale of all or substantially all assets. The Debtor was engaged in the production of commercial and residential window treatments. Accordingly, it owns vehicles, equipment, inventory, furniture and other assets used in the course of its business. It has since determined that it is in the best interest of the estate and its creditors that it cease operations, file a plan of liquidation, and liquidate its assets for the benefit of its creditors via public auction. Contemporaneously with the Motion, the Debtor is submitting its Application to Employ Key Auctions, LLC, doing business as Key Auctioneers, as Auctioneer, asking authority to employ the Auctioneer to sell the Assets of the Debtor in a public auction. Excluding the Debtor's vehicles, The Huntington National Bank holds a superior and prior blanket lien on all of the Assets. Huntington also holds a 507(b) super-priority expense (subject to a $10,000 carve out in favor of the subchapter V trustee) which would be first paid from all of the Assets including the Debtor's vehicles granted via the Court's Second Interim Order on Debtor's First Day Motion to Use Cash Collateral entered on Aug. 31, 2020. The Debtor intends the Auction to be a legal, valid, and effective transfer of the Debtor's Assets, which will vest the purchasers with all right, title, and interest in the Assets free and clear of any liens of any and every kind or nature whatsoever. In turn, Huntington's lien and 507(b) expense will attach to the proceeds of the Auction. The Debtor believes the sale of the Assets is in the best interest of the estate and creditors. The Auctioneer will market the Auction to its network of potential bidders. The Auction will allow in person bids as well as online bids. Bidder's will be charged a buyer's premium. The Auctioneer will be compensated through a commission of 12% of the proceeds of the sale. Key will also separately charge and retain an 18% buyer's premium on the gross sales prior to and at auction. Key will also be entitled to a fee of $2,400 to prepare, market, conduct, and finalize the auction. The Debtor believes the Auction will generate the highest return on the sale of the Assets by using the Auctioneer. The Auction does not involve the sale of any personally identifiable information. Objections, if any, mustee filed 21 days from the date of service of the Motion. About Reisinger Holdings Reisinger Holdings, Inc. is a full-service window treatment company offering a wide range of custom shades, blinds, upholstery and drapery solutions to meet the needs of residential and commercial clients. Visit https://spdtextile.com for more information. Reisinger Holdings filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 20-03806) on July 1, 2020. In the petition signed by Reisinger Holdings President Michael Scott Reisinger, the Debtor disclosed $822,454 in assets and $2,179,748 in liabilities. Judge Robyn L. Moberly presides over the case. The Debtor has tapped the Law Office of Matthew M. Cree, LLC as its bankruptcy counsel and Key Auctions LLC as its auctioneer. RELIV' INTERNATIONAL: Reports $125K Net Loss for Sept. 30 Quarter ----------------------------------------------------------------- Reliv' International, Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $124,715 on $8,668,344 of net sales for the three months ended Sept. 30, 2020, compared to a net loss of $165,857 on $9,148,865 of net sales for the same period in 2019. At Sept. 30, 2020, the Company had total assets of $16,706,501, total liabilities of $5,272,660, and $11,433,841 in total stockholders' equity. The Company said, "We have incurred operating losses, declining net sales, and negative net cash flows over our most recent five years. Our management estimates that these unfavorable trends are more likely than not to continue for the foreseeable future, and as a result, we will require additional financial support to fund our operations and execute our business plan. As of September 30, 2020, we had US$3.3 million in cash and cash equivalents which may not be sufficient to fund our planned operations through one year subsequent to the date of the issuance of these condensed financial statements, and accordingly, there is substantial doubt about our ability to continue as a going concern." A copy of the Form 10-Q is available at: https://bit.ly/2KN7ac3 Reliv' International, Inc., is a developer and marketer of a proprietary line of nutritional supplements addressing basic nutrition, specific wellness needs, weight management and sports nutrition. It sells its products through an international direct selling system using independent distributors. it has sold products in the United States since 1988 and in selected international markets since 1991. REMARK HOLDINGS: Has $4.4-Mil. Net Income for Sept. 30 Quarter -------------------------------------------------------------- Remark Holdings, Inc. filed its quarterly report on Form 10-Q, disclosing a net income of $4,414,000 on $2,646,000 of revenue for the three months ended Sept. 30, 2020, compared to a net loss of $4,941,000 on $686,000 of revenue for the same period in 2019. At Sept. 30, 2020, the Company had total assets of $16,082,000, total liabilities of $18,929,000, and $2,847,000 in total stockholders' deficit. The Company said, "Our history of recurring operating losses, working capital deficiencies and negative cash flows from operating activities, in conjunction with the ongoing events of default under the Financing Agreement, give rise to substantial doubt regarding our ability to continue as a going concern. "We intend to fund our future operations and meet our financial obligations through revenue growth as well as through sales of our thermal-imaging products. We cannot, however, provide assurance that revenue, income and cash flows generated from our businesses will be sufficient to sustain our operations in the twelve months following the filing of this Form 10-Q. As a result, we are actively evaluating strategic alternatives including debt and equity financings and potential sales of investment assets or operating businesses. "Conditions in the debt and equity markets, as well as the volatility of investor sentiment regarding macroeconomic and microeconomic conditions (in particular, in response to the COVID-19 pandemic), will play primary roles in determining whether we can successfully obtain additional capital. We cannot be certain that we will be successful at raising additional capital. "A variety of factors, many of which are outside of our control, affect our cash flow; those factors include the effects of the COVID-19 pandemic, regulatory issues, competition, financial markets and other general business conditions. Based on financial projections, we believe that we will be able to meet our ongoing requirements for at least the next 12 months with existing cash, cash equivalents and cash resources, and based on the probable success of one or more of the following plans: * develop and grow new product line(s) * monetize existing assets * obtain additional capital through equity issuances. "However, projections are inherently uncertain and the success of our plans is largely outside of our control. As a result, there is substantial doubt regarding our ability to continue as a going concern, and we may fully utilize our cash resources prior to November 23, 2021." A copy of the Form 10-Q is available at: https://bit.ly/3fE8TMe Remark Holdings, Inc., technology-focused company, develops and deploys artificial intelligence (AI) products and AI-based solutions for businesses in various industries worldwide. It operates through two segments, Travel & Entertainment, and Technology & Data Intelligence. The company was formerly known as Remark Media, Inc. and changed its name to Remark Holdings, Inc. in April 2017. Remark Holdings, Inc. was founded in 2006 and is headquartered in Las Vegas, Nevada. REMINGTON OUTDOOR: Seeks to Tap B. Riley Real Estate as Broker -------------------------------------------------------------- Remington Outdoor Company, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to employ B. Riley Real Estate, LLC as real estate broker. The Debtor desires to employ the firm to provide consulting and marketing services in connection with the potential sale of the Debtor's real property assets located in Huntsville, Alabama or Madison, North Carolina. For the sale of each property, the firm will earn and be paid a fee of 2.5%, or if the purchaser of such property engages a broker, 3%, of the gross proceeds of such sale actually received by the Debtor. The Debtor will reimburse the firm for expenses incurred in connection with this engagement. Michael Jerbich, the president of B. Riley Real Estate, LLC, disclosed in court filings that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code and it represents no interest adverse to the Trustee, the Debtor or its estate. The firm can be reached through: Michael Jerbich B. RILEY REAL ESTATE, LLC 875 N. Michigan Avenue, Suite 3900 Chicago, IL 60611 Telephone: (312) 894-7621 E-mail: mjerbich@brileyfin.com About Remington Outdoor Company Remington Outdoor Company, Inc. and its affiliates are manufacturers of firearms, ammunition and related products for commercial, military, and law enforcement customers throughout the world. They operate seven manufacturing facilities located across the United States. The companies' principal headquarters are located in Huntsville, Alabama. Remington Outdoor Company and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Lead Case No. 20-81688) on July 27, 2020. At the time of the filing, Remington disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Clifton R. Jessup Jr. oversees the cases. The Debtors have tapped O'Melveny & Myers LLP as their bankruptcy counsel, Burr & Forman LLP as local counsel, M-III Advisory Partners LP as financial advisor, Ducera Partners LLC as investment banker, and Prime Clerk LLC as notice, claims and balloting agent. The U.S. Bankruptcy Administrator for the Northern District of Alabama appointed a committee of unsecured creditors on Aug. 6, 2020. The committee is represented by Fox Rothschild, LLP and Baker Donelson Bearman Caldwell & Berkowitz, PC. RGN-BALTIMORE V: Case Summary & Unsecured Creditor -------------------------------------------------- Debtor: RGN-Baltimore V, LLC 3000 Kellway Drive Suite 140 Carollton, TX 75006 Business Description: RGN-Baltimore V, LLC is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: November 27, 2020 Court: United States Bankruptcy Court District of Delaware Case No.: 20-13022 Debtor's Counsel: Ian J. Bambrick, Esq. FAEGRE DRINKER BIDDLE & REATH LLP 222 Delaware Avenue, Suite 1410 Wilmington, Delaware 19801 Tel: 302-467-4200 Email: Ian.Bambrick@faegredrinker.com Debtor's Restructuring Advisor: DUFF & PHELPS, LLC Debtor's Financial Advisor: ALIXPARTNERS Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by James S. Feltman, responsible officer. The Debtor listed Baltimore Center Associates, LP as its sole unsecured creditor holding a claim of $364,706. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZMVP34Y/RGN-Baltimore_V_LLC__debke-20-13022__0001.0.pdf?mcid=tGE4TAMA The Debtor will move for joint administration of of its case for procedural purposes only pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure under the case captioned In re RGN-Group Holdings, LLC, et al. (Bankr. D. Del. Case No. 20-11961). RHA STROUD: US Trustee Appoints Burian as PCO --------------------------------------------- Ilene J. Lashinsky, the United States Trustee, appoints as patient care ombudsman for RHA Stroud, Inc.: Deborah Burian 3101 N. Classen Blvd., Ste. 217 Oklahoma City, OK 73118 burian.deborah@gmail.com (405) 623-0778 About RHA Stroud LLC RHA Stroud Inc. and RHA Anadarko, Inc. operate two hospitals in rural Oklahoma -- the Stroud Regional Medical Center in Stroud, Okla., and The Physicians' Hospital in Anadarko, in Anadarko, Okla. They are the largest non-profit health-care system in Lincoln and Caddo counties, with combined annual revenues of $94.3 million in fiscal year 2019. Both hospitals are designated critical care facilities. One Cura Health, formerly known as One Cura Wellness, is the parent non-profit organization. RHA Stroud and RHA Anadarko sought Chapter 11 protection (Bankr. W.D. Okla. Case Nos. 20-13482 and 20-13483) on Oct. 25, 2020. RHA Stroud was estimated to have $10 million to $50 million in assets and $50 million to $100 million in liabilities. Akerman LLP, led by David W. Parham, Esq., and Esther McKean, Esq., is the Debtors' bankruptcy counsel. Rubenstein & Pitts, PLLC, led by Michael A. Rubenstein, Esq., is the Oklahoma counsel. ROCK INTERNATIONAL: Seeks U.S. Recognition of BVI Proceedings ------------------------------------------------------------- Rock International Investment filed for Chapter 15 bankruptcy protection (Banrk. S.D. Tex. Case No. 20-35623) on Nov. 19, 2020. Tortola, British Virgin Islands-based Rock International is asking the U.S. court to recognize as foreign main proceeding its scheme of arrangement in British Virgin Islands High Court of Justice of the Eastern Caribbean Supreme Court. The Debtor is a party to a Noteholder Litigation in the Supreme Court of New York, County of New York. The Debtor is not aware of any other material litigation in the United States. The Debtor was the issuer and Shandong Yuhuang Chemical Co., Ltd., as guarantor, for US$300 million in 6.625% guaranteed senior notes with maturity date on March 27, 2020. Xing Guan of Shangdong Province, China, is the Debtor's foreign representative in the U.S.. The Debtor's U.S. counsel: Matthew D Cavenaugh Jackson Walker LLP Tel: 713-752-4200 E-mail: mcavenaugh@jw.com Rock International Investment is 50%-held by Shandong Yuhuang Chemical Co., 25% by Shandong Heze Yuhuang Chemical Co., and 19% by Shandong Yuhuang Shengshi Chemical Co. Rock International Investment Inc Rock International Investment Inc. manufactures and distributes chemical products. The Company produces petroleum resins, methyl tert-butyl ether, propylene, light oils, dimethyl ether, cyclopentane, cyclopentene, and other products. Rock International Investment is located in China. ROCKPORT DEV'T: Files Stipulation on Carve-out on LA Property Sale ------------------------------------------------------------------ Rockport Development, Inc. filed with the U.S. Bankruptcy Court for the Central District of California its stipulation with Anchor Loans, LP regarding a carve-out in connection with the sale of the real property located at and commonly known as 3500 Moore Street, Los Angeles, California to Ken Kook and Angela Caputo for $2,165,000, subject to overbid. On Sept. 18, 2019, Anchor made a loan to Debtor in the principal amount of $1,765,700, which is evidenced by a Note Secured by a Deed of Trust. Repayment of the Moore Note was secured by a Construction Deed of Trust, Security Agreement, Assignment of Leases and Rents, and Fixture Filing ("Moore DOT") that was recorded on Sept. 24, 2019, as Instrument No. 20190995657 against the Moore Property. The Debtor is preparing to file a motion for authority to sell the Moore Property for $2,165,000. Anchor filed a proof of claim in Debtor’s Bankruptcy Case on June 16, 2020 (Claim # 4) with regard to its loan secured by the Moore Property. The outstanding balance on the Moore Note and Moore DOT as of Oct. 14, 2020 is $2,071,638. To facilitate the Moore Sale Motion, Anchor is willing to consent to the sale of the Moore Property, upon the terms set forth, which the Parties believe will allow the sale to occur and should provide benefit to the estate. Therefore, the Parties stipulate and agree that Anchor's Secured Claim encumbering the Moore Property will be deemed allowed as valid, first priority, fully secured claim pursuant to sections 502 and 506 of the Bankruptcy Code, and Anchor's Secured Claim will continue to accrue interest, attorneys' fees, and costs (including interest at the applicable default rates) until (a) paid in full or (b) paid as set forth. Anchor consents to the sale of the Moore Property, including any request made by the Debtor that the Moore Property be sold free and clear of liens or encumbrances. The Debtor will ask Court approval of sale of the Moore Property such that escrow will close no later than Nov. 13, 2020. The Deadline to Close Escrow may be extended with the written consent of Anchor. By the Deadline to Close Escrow, Anchor must receive a minimum payment from escrow in the amount of $1,981,000, plus any other amounts owed to Anchor as called for in Section 2.c. The proceeds from the sale of the Moore Property will be paid out as follows: (i) First, the payment of customary closing costs, including, but not limited to, 6 the payment of taxes and fees, title insurance, title and escrow charges, and broker commissions not to exceed $97,425; (ii) Second, $1 ,981,000 to Anchor; (iii) Third, up to $31,000 to the Debtor which will be used to pay administrative fees associated with the sale and to provide a distribution to other creditors; (iv) Fourth, to the extent that there are any excess proceeds after payment of $31,000 to the Debtor, such excess proceeds will be paid to Anchor until its Secured Claim is paid in full including all accrued interest, default interest, attorneys' fees and costs, calculated as of the Deadline to Close Escrow, provided, however, that such amounts will not include amounts owed as a result of any indebtedness other than the Moore Note and excludes amounts allegedly owed based on cross-default or cross-indebtedness claims, if any; and (v) Fifth, to the extent that there are any excess proceeds alter Anchor is paid in full on its Secured Claim as calculated as of the Deadline to Close Escrow, all remaining excess proceeds will be paid to the Estate. If Anchor is not paid the full amount of its Secured Claim as calculated as of the Deadline to Close Escrow, then the difference between Anchor's Secured Claim as calculated as of the Deadline to Close Escrow and the amount actually paid to Anchor at closing will be deemed a carveout and preserved for the beneﬁt of the Estate. Upon payment to Anchor of the amounts called for herein by the Deadline to Close Escrow, Anchor will reconvey the Moore DOT. Anchor's consent to the sale of the Moore Property will be deemed revoked, and Anchor thereafter reserves its right to require full payment of its Secured Claim and to enforce its remedies to foreclose upon and obtain possession of the Moore Property in accordance with applicable nonbankruptcy law, upon any of the following events: (i) failure to pay to Anchor the amounts called for herein by the Deadline to Close Escrow; (ii) the withdrawal or denial of the Moore Sale Motion; (iii) the appointment of a Chapter 11 Trustee in the Debtor's Bankruptcy Case; (iv) the dismissal or conversion of the Debtor's Bankruptcy Case. Anchor's consent to the sale of the Moore Property as set forth herein will not apply to the sale of the Moore Property other than by the Debtor through the Moore Sale Motion. Anchor expressly does not waive any amounts due under its loan with regard to claims Anchor may have against any guarantors of the loan, and Anchor’s acceptance of a discounted amount in a sale by the Debtor will in no way waive or limit Anchor's claims against guarantors on its loan based on the full undiscounted amounts due under the loan. Anchor will take all actions reasonably necessary to cooperate with and support the Debtor's efforts to sell the Moore Property, including, without limitation, providing payoff demands and other information in a timely fashion. A telephonic hearing on the Motion is set for Nov. 5, 2020 at 11:00 a.m. About Rockport Development Rockport Development, Inc., a company based in Irvine, Calif., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-11339) on May 7, 2020. On June 11, 2020, Rockport's affiliate Tiara Townhomes LLC filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-11683). Judge Scott C. Clarkson oversees the cases, which are jointly administered under Case No. 20-11339. At the time of the filing, Rockport was estimated to have $10 million to $50 million in both assets and liabilities. Tiara Townhomes LLC disclosed assets of between $1 million and $10 million and liabilities of the same range. The Debtor has tapped Marshack Hays, LLP as its legal counsel, and Michael VanderLey of Force Ten Partners, LLC as its chief restructuring officer. ROCKPORT DEV'T: Files Stipulation on Carve-out on Property Sale --------------------------------------------------------------- Rockport Development, Inc. filed with the U.S. Bankruptcy Court for the Central District of California its stipulation with Anchor Loans, LP regarding a carve-out in connection with the sale of the real property located at and commonly known as 12416 Allin Street, Los Angeles, California to Chantal and Robert Hayden for $1.95 million. On May 7, 2019, Anchor made a loan to Debtor in the principal amount of $1,624,975, which is evidenced by a Note Secured by a Deed of Trust. Repayment of the Allin Note was secured by a Deed of Trust and Assignment of Rents ("Allin DOT") that was recorded on May 10, 2019, as Instrument No. 20190428921, against the Allin Property. The Debtor is preparing to file a motion for authority to sell the Allin Property for $1.95 million. Anchor filed a proof of claim in the Debtor's Bankruptcy Case on June 16, 2020 (Claim # 3) with regard to its loan secured by the Allin Property. The outstanding balance on the Allin Note and Allin DOT as of Oct. 15, 2020 is $1,899,315. To facilitate the Allin Sale Motion, Anchor is willing to consent to the sale of the Allin Property, which the Parties believe will allow the sale to occur and should provide benefit to the estate. Therefore, the Parties stipulate and agree that Anchor's Secured Claim encumbering the Allin Property will be deemed allowed as valid, first priority, fully secured claim, and Anchor's Secured Claim will continue to accrue interest, attorneys' fees, and costs (including interest at the applicable default rates) until (a) paid in full or (b) paid as set forth. Anchor consents to the sale of the Allin Property, including any request made by Debtor that the Allin Property be sold free and clear of liens or encumbrances. The Parties also stipulate that the Debtor will ask Court approval of sale of the Allin Property such that escrow will close no later than Nov. 13, 2020. The Deadline to Close Escrow may be extended with the written consent of Anchor. By the Deadline to Close Escrow, Anchor must receive a minimum payment from escrow in the amount of $1,799,000, plus any other amounts owed to Anchor as called for in Section 2.c. The proceeds from the sale of the Allin Property will be paid out as follows: (i) First, the payment of customary closing costs, including, but not limited to, the payment of taxes and fees, title insurance, title and escrow charges, and broker commissions not to exceed $58,500; (ii) Second, $1,799,000 to Anchor; (iii) Third, up to $35,158 to the Debtor which will be used to pay administrative fees associated with the sale and to provide a distribution to other creditors; (iv) Fourth, to the extent that there are any excess proceeds after payment of $35,158 to the Debtor, such excess proceeds will be paid to Anchor until its Secured Claim is paid in full including all accrued interest, default interest, attorneys' fees and costs, calculated as of the Deadline to Close Escrow, provided, however, that such amounts will not include amounts owed as a result of any indebtedness other than the Allin Note and excludes amounts allegedly owed based on cross-default or cross-indebtedness claims, if any; and (v) Fifth, to the extent that there are any excess proceeds after Anchor is paid in full on its Secured Claim as calculated as of the Deadline to Close Escrow, all remaining excess proceeds will be paid to the Estate. If Anchor is not paid the full amount of its Secured Claim as calculated as of the Deadline to Close Escrow, then the difference between Anchor's Secured Claim as calculated as of the Deadline to Close Escrow and the amount actually paid to Anchor at closing will be deemed a carveout and preserved for the benefit of the Estate. Upon payment to Anchor of the amounts called for herein by the Deadline to Close Escrow, Anchor will reconvey the Allin DOT. Anchor's consent to the sale of the Allin Property will be deemed revoked, and Anchor thereafter reserves its right to require full payment of its Secured Claim and to enforce its remedies to foreclose upon and obtain possession of the Allin Property in accordance with applicable nonbankruptcy law, upon any of the following events: (i) failure to pay to Anchor the amounts called for herein by the Deadline to Close Escrow; (ii) the withdrawal or denial of the Allin Sale Motion; (iii) the appointment of a Chapter 11 Trustee in Debtor's Bankruptcy Case; and (iv) the dismissal or conversion of the Debtor's Bankruptcy Case. Anchor's consent to the sale of the Allin Property as set forth herein will not apply to the sale of the Allin Property other than by the Debtor through the Allin Sale Motion. It expressly does not waive any amounts due under its loan with regard to claims Anchor may have against any guarantors of the loan, and Anchor’s acceptance of a discounted amount in a sale by the Debtor will in no way waive or limit Anchor’s claims against guarantors on its loan based on the full undiscounted amounts due under the loan. Anchor will take all actions reasonably necessary to cooperate with and support the Debtor's efforts to sell the Allin Property, including, without limitation, providing payoff demands and other information in a timely fashion. A telephonic hearing on the Motion is set for Nov. 5, 2020 at 11:00 a.m. About Rockport Development Rockport Development, Inc., a company based in Irvine, Calif., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-11339) on May 7, 2020. On June 11, 2020, Rockport's affiliate Tiara Townhomes LLC filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-11683). Judge Scott C. Clarkson oversees the cases, which are jointly administered under Case No. 20-11339. At the time of the filing, Rockport was estimated to have $10 million to $50 million in both assets and liabilities. Tiara Townhomes LLC disclosed assets of between $1 million and $10 million and liabilities of the same range. The Debtor has tapped Marshack Hays, LLP as its legal counsel, and Michael VanderLey of Force Ten Partners, LLC as its chief restructuring officer. RTI HOLDING: Committee Seeks to Hire Cole Schotz as Counsel ----------------------------------------------------------- The official committee of unsecured creditors appointed in the chapter 11 cases of RTI Holding Company, Inc. and its debtor affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Cole Schotz P.C. as counsel. The firm will render these legal services: (a) serving as Delaware co-counsel to the committee; (b) serving as conflicts counsel to the committee in conflicts matters as designated by Kramer Levin and the committee; (c) providing legal advice with respect to the committee's powers, rights, duties, and obligations in the Chapter 11 Cases; (d) assisting and advising the committee in its consultations with the Debtors regarding the administration of the Chapter 11 Cases; (e) assisting the committee in reviewing and negotiating terms for unsecured creditors with respect to (i) the sale of the Debtors' assets, and (ii) other requests for relief which would impact unsecured creditors; (f) advising the committee on the corporate aspects of the Debtors' restructuring or liquidation and the plan(s) or other means to effect restructuring or liquidation as may be proposed in connection therewith, and participation in the formulation of any such plan(s) or means of implementing restructuring or liquidation, as necessary; (g) taking all necessary actions to protect and preserve the estates of the Debtors for the benefit of creditors; (h) preparing on behalf of the committee all necessary motions, applications, complaints, answers, orders, reports, papers, and other pleadings and filings in connection with the committee's duties in the Chapter 11 Cases; (i) advising and representing the committee in hearings and other judicial proceedings in connection with all necessary motions, applications, objections, and other pleadings, and otherwise protecting the interests of those represented by the committee; and (j) performing all other necessary legal services as may be required and authorized by the committee that are in the best interests of general unsecured creditors. The current hourly billing rates of Cole Schotz' professionals responsible for representing the committee are as follows: David Dean, Member $640 Justin Alberto, Member $645 Andrew Roth-Moore, Associate $500 Michael Fitzpatrick, Law Clerk $225 Jennifer Ford, Paralegal $300 The current rates of Cole Schotz other professionals are as follows: Members and Special Counsel $410.00 to $1050.00 Associates $285 to $670.00 Law Clerks $225.00 to $290.00 Paralegals $215.00 to $345.00 Litigations Support Specialists $340.00 to $360.00 In addition, Cole Schotz will seek reimbursement for the actual, necessary expenses and disbursements incurred in connection with these chapter 11 cases. Cole Schotz provided the following in response to the request for additional information set forth in Paragraph D.1. of the Revised U.S. Trustee Guidelines. Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Cole Schotz professionals working on this matter will bill at Cole Schotz's standard hourly rates. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: Cole Schotz did not represent the committee during the 12 months preceding the filing of the Chapter 11 Cases. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Cole Schotz is in the process of developing a prospective budget and staffing plan for the committee's review and approval. David Dean, a member of the law firm Cole Schotz P.C., disclosed in court filings that the firm neither holds nor represents an interest adverse to the estates and is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code. The firm can be reached through: G. David Dean, Esq. Justin R. Alberto, Esq. Andrew Roth-Moore, Esq. COLE SCHOTZ P.C. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Telephone: (302) 652-3131 Facsimile: (302) 652-3117 E-mail: ddean@coleschotz.com jalberto@coleschotz.com aroth-moore@coleschotz.com About RTI Holding Company RTI Holding Company, LLC and its affiliates develop, operate and franchise casual dining restaurants in the United States, Guam, and five foreign countries under the Ruby Tuesday brand. The company-owned and operated restaurants (i.e. non-franchise) are concentrated primarily in the Southeast, Northeast, Mid-Atlantic and Midwest regions of the United States. On Oct. 7, 2020, RTI Holding Company and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12456). At the time of the filing, the Debtors disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge John T. Dorsey oversees the cases. Pachulski Stang Ziehl & Jones LLP and CR3 Partners LLC serve as the Debtors' legal counsel and financial advisor respectively. Epiq Corporate Restructuring LLC is the claims, noticing and solicitation agent and administrative advisor. On October 26, 2020, the U.S. Trustee for the District of Delaware appointed an official committee of unsecured creditors in these chapter 11 cases. The committee tapped Kramer Levin Naftalis & Frankel LLP and Cole Schotz P.C. as counsel and FTI Consulting, Inc. as financial advisor. RTI HOLDING: Committee Seeks to Tap Kramer Levin as Counsel ----------------------------------------------------------- The official committee of unsecured creditors appointed in the chapter 11 cases of RTI Holding Company, Inc. and its debtor affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Kramer Levin Naftalis & Frankel LLP as counsel. The firm will render these legal services: (a) The administration of these cases and the exercise of oversight with respect to the Debtors' affairs; (b) The preparation on behalf of the creditors' committee of necessary applications, motions, objections, memoranda, orders, reports, and other legal papers; (c) Appearances in Court, participation in litigation as a party-in-interest, and participation at statutory meetings of creditors to represent the interests of the creditors' committee; (d) The negotiation and evaluation of the use of cash collateral, proposed debtor-in-possession financing and any other potential financing alternatives; (e) The negotiation, formulation, drafting and confirmation of a chapter 11 plan of reorganization and matters related thereto; (f) Investigation, directed by the creditors' committee, of among other things, unencumbered assets, liabilities, financial condition of the Debtors, prior transactions, and operational issues concerning the Debtors that may be relevant to these Chapter 11 Cases; (g) The negotiation of bidding procedures and formulation of any proposed sale of any of the Debtors' assets; (h) Communications with the creditors' committee's constituents in furtherance of its responsibilities; and (i) The performance of all of the creditors' committee's duties and powers under the Bankruptcy Code and the Bankruptcy Rules and the performance of such other services as are in the interests of those represented by the creditors' committee. Kramer Levin's current hourly billing rates are as follows: Partners $1,050 – $1,500 Counsel $1,050 - $1,400 Special Counsel $995 - $1,160 Associates $585 - $1,040 Paraprofessionals $270 - $450 In addition, Kramer Levin will seek reimbursement for the actual, necessary expenses and disbursements incurred in connection with these chapter 11 cases. Kramer Levin provided the following in response to the request for additional information set forth in Paragraph D.1. of the Revised U.S. Trustee Guidelines. Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: Kramer Levin did not represent the creditors' committee before being selected as its counsel on October 27, 2020. Kramer Levin's billing rates have not changed since the Petition Date. Kramer Levin has in the past represented, currently represents and may represent in the future certain creditors' committee members and/or their affiliates in their capacities as official committee members in other chapter 11 cases and/or as set forth in this Application. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Response: Kramer Levin is developing a budget and staffing plan for the period through December 31, 2020. Robert T. Schmidt, a partner with the law firm of Kramer Levin Naftalis & Frankel LLP, disclosed in court filings that the firm neither holds nor represents an interest adverse to the estates and is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code. The firm can be reached through: Adam C. Rogoff, Esq. Robert T. Schmidt, Esq. Jennifer R. Sharret, Esq. KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 Avenue of the Americas New York, NY 10036 Telephone: (212) 715-9100 Facsimile: (212) 715-8000 E-mail: arogoff@kramerlevin.com rschmidt@kramerlevin.com jsharret@kramerlevin.com About RTI Holding Company RTI Holding Company, LLC and its affiliates develop, operate and franchise casual dining restaurants in the United States, Guam, and five foreign countries under the Ruby Tuesday brand. The company-owned and operated restaurants (i.e. non-franchise) are concentrated primarily in the Southeast, Northeast, Mid-Atlantic and Midwest regions of the United States. On Oct. 7, 2020, RTI Holding Company and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12456). At the time of the filing, the Debtors disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge John T. Dorsey oversees the cases. Pachulski Stang Ziehl & Jones LLP and CR3 Partners LLC serve as the Debtors' legal counsel and financial advisor respectively. Epiq Corporate Restructuring LLC is the claims, noticing and solicitation agent and administrative advisor. On October 26, 2020, the U.S. Trustee for the District of Delaware appointed an official committee of unsecured creditors in these chapter 11 cases. The committee tapped Kramer Levin Naftalis & Frankel LLP and Cole Schotz P.C. as counsel and FTI Consulting, Inc. as financial advisor. RTI HOLDING: Panel Seeks to Tap FTI Consulting as Financial Advisor ------------------------------------------------------------------- The official committee of unsecured creditors appointed in the chapter 11 cases of RTI Holding Company, Inc. and its debtor affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ FTI Consulting, Inc. as financial advisor. The firm will render these financial advisory services: (a) Assistance in the review of financial related disclosures required by the Court; (b) Assistance in the preparation of analyses required to assess any proposed Debtor-In-Possession (DIP) financing or use of cash collateral; (c) Assistance with the assessment and monitoring of the Debtors' short-term cash flow, liquidity, and operating results; (d) Assistance with the review of the Debtors' proposed key employee retention and other employee benefit programs; (e) Assistance with the review of the Debtors' analysis of core business assets and the potential disposition or liquidation of non-core assets; (f) Assistance with the review of the Debtors' cost/benefit analysis with respect to the affirmation or rejection of various executory contracts and leases; (g) Assistance with the review of the Debtors' identification of potential cost savings; (h) Assistance in the review and monitoring of the asset sale process; (g) Assistance with review of any tax issues associated with, but not limited to, claims/stock trading, preservation of net operating losses, refunds due to the Debtors, plans of reorganization, and asset sales; (h) Assistance in the review of the claims reconciliation and estimation process; (i) Assistance in the review of other financial information prepared by the Debtors; (k) Attendance at meetings and assistance in discussions with the Debtors, potential investors, banks, other secured lenders, the committee and any other official committees organized in these chapter 11 proceedings, the U.S. Trustee, other parties-in-interest and professionals hired by the same, as requested; (l) Assistance in the review and/or preparation of information and analysis necessary for the confirmation of a plan and related disclosure statement in these chapter 11 proceedings; (m) Assistance in the evaluation and analysis of avoidance actions; (n) Assistance in the prosecution of committee responses/objections to the Debtors' motions; and (o) Render such other general business consulting or such other assistance as the committee or its counsel may deem necessary that are consistent with the role of a financial advisor and not duplicative of services provided by other professionals in this proceeding. FTI is not owed any amounts with respect to pre-petition fees and expenses. The customary hourly rates charged by FTI professionals anticipated to be assigned to this case are as follows: Senior Managing Directors $920 - $1,295 Directors/Senior Directors/Managing Directors $690 - $905 Consultants/Senior Consultants $370 - $660 Administrative/Paraprofessionals $150 - $280 In addition, FTI will seek reimbursement for the actual, necessary expenses and disbursements incurred in connection with these chapter 11 cases. Samuel Star, a senior managing director with FTI Consulting, Inc., disclosed in court filings that the firm neither holds nor represents an interest adverse to the estates and is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code. The firm can be reached through: Samuel Star FTI CONSULTING, INC. Three Times Square, 9th Floor New York NY 10036 Telephone: (212) 247-1010 Facsimile: (212) 841-9350 E-mail: samuel.star@fticonsulting.com About RTI Holding Company RTI Holding Company, LLC and its affiliates develop, operate and franchise casual dining restaurants in the United States, Guam, and five foreign countries under the Ruby Tuesday brand. The company-owned and operated restaurants (i.e. non-franchise) are concentrated primarily in the Southeast, Northeast, Mid-Atlantic and Midwest regions of the United States. On Oct. 7, 2020, RTI Holding Company and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12456). At the time of the filing, the Debtors disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge John T. Dorsey oversees the cases. Pachulski Stang Ziehl & Jones LLP and CR3 Partners LLC serve as the Debtors' legal counsel and financial advisor respectively. Epiq Corporate Restructuring LLC is the claims, noticing and solicitation agent and administrative advisor. On October 26, 2020, the U.S. Trustee for the District of Delaware appointed an official committee of unsecured creditors in these chapter 11 cases. The committee tapped Kramer Levin Naftalis & Frankel LLP and Cole Schotz P.C. as counsel and FTI Consulting, Inc. as financial advisor. RUBIO'S RESTAURANTS: Hires Gower Advisers as Financial Advisor -------------------------------------------------------------- Rubio's Restaurants, Inc. and its debtor affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Gower Advisers LLC as their financial advisor. The Debtors' require Gower to: a. review and analyze the business plans and financial projections prepared by the Debtors and, if requested by the Debtors, maintaining a financial projection model on the Debtors' behalf; b. evaluate the Debtors' debt capacity in light of their projected cash flows and assist in the determination of an appropriate capital structure for the Debtors; c. advise and assist the Debtors to develop and execute strategies for the restructuring of their debt agreements, including evaluation, if requested by the Debtors, in respect of any transaction or series of related transactions that effects or proposes to effect material amendments to, or other material changes in any of the Debtors' outstanding indebtedness and/or other liabilities, including, without limitation, any exchange, repurchase, exchange offer, tender offer, refinancing, equitization or similar transaction, whether or not pursuant to a plan of reorganization, whether or not such transaction is entered into pursuant to a plan of reorganization confirmed in connection with any case or cases commenced against or by the Debtors or any of their affiliates and whether or not proposed by the Debtors or any other party (any of the foregoing, a "Restructuring"); provided, that, for the avoidance of doubt, a Restructuring shall exclude nonconsensual foreclosure on substantially all of the Debtors' assets or a liquidation of the Debtors; d. advise and assist the Debtors to analyze and negotiate any new funding potentially required under such Restructuring or any other financial matters in connection with a Restructuring, including, but not limited to, advising and assist the Company to solicit and analyze debtor in possession financing proposals; e. assist and participate in negotiations with the Debtors' creditors in connection with any such Restructuring; f. advise and assist the Debtors to identify interested parties and/or potential acquirers, and, at the Debtors' request, contacting such interested parties and/or potential acquirers; g. advise the Debtors in negotiations with any potential interested parties and/or acquirers and aid in the consummation of a transaction or series of transactions; h. in the event that the Debtors determine to implement such Restructuring through a chapter 11 plan of reorganization (a "Plan"), advise and assist the Debtors to implement such Plan, participating in hearings before the Court in which such case is commenced and providing relevant testimony with respect to the matters described in the Engagement Letter and any issues arising in connection with any proposed Plan; i. provide such other financial advisory and investment banking services as may be mutually agreed upon by the Debtors and Gower; and j. for no additional fee, provide expert and fact-based testimony. Gower will be compensated as follows: a. Monthly Advisory Fee. An advisory fee of $50,000 per month, which shall be due and paid in advance on the 8th day of the month on a monthly basis. b. Restructuring Fee or Sale Fee. Gower shall also be entitled to receive one of the following: (i) in the event of a Sale of substantially all of the assets and business of the Debtors, a sale fee of $500,000 payable on the completion of that Sale; or (ii) in the event of a Restructuring, a restructuring fee of $500,000 payable upon the earlier of (i) the closing of a Restructuring and (ii) the confirmation and effectiveness of a Plan, provided, that if a Restructuring is completed through a pre-packaged Plan or similar pre-arranged Plan, the Restructuring Fee shall be earned and paid upon the consummation of such Plan; c. Financing Fee. Gower shall be entitled to receive a financing fee payable on the consummation of each and any Financing and incremental to any Restructuring Fee, equal to the percentages set forth in the table below: Financing As a Percentage of Financing Gross Proceeds Debt secured by a First Lien 1% Debt secured by a Second Lien or other Junior Lien 2% Unsecured or Subordinated Debt 3% Preferred Equity, Equity or Equity-Linked Securities 5% For the purposes of each Financing Fee, "Gross Proceeds" shall equal the aggregate amount of capital committed, whether or not drawn. For the avoidance of doubt, no Financing Fee shall be payable on any debt or equity provided by either Golub Capital and/or its affiliates, or Mill Road Capital L.P. and/or its affiliates; and d. Credit. Gower shall credit against the Restructuring Fee, the Financing Fee, and the Sale Fee, 100% of Monthly Fees earned and received from August 8, 2020 onwards; provided that in no circumstances shall the sum of monthly credits exceed the Restructuring Fee or the Sale Fee. Gower is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors' estates, according to court filings. The advisor can be reached through: Martin F. Lewis GOWER ADVISERS, LLC 98 Verbank Road Millbrook NY 12545 Phone: (646) 588 1292 Fax: (718) 872 9667 About Rubio's Restaurants Rubio's Restaurants, Inc. and its debtor affiliates are operators and franchisors of approximately 170 limited service restaurants in California, Arizona, and Nevada under the Rubio's Coastal Grill concept. Visit www.rubios.com for more information. Rubio's Restaurants, Inc. and its debtor affiliates filed concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12688) on Oct. 26, 2020. The petitions were signed by Melissa Kibler, chief restructuring officer. At the time of the filing, the Debtors estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. Judge Mary F. Walrath oversees the cases. The Debtors tapped Ropes & Gray LLP as counsel, Young Conaway Stargatt & Taylor, LLP as Delaware counsel, Mackinac Partners LLC as restructuring advisor, Gower Advisers as investment banker, and B. Riley Financial, Inc. as real estate advisor. Stretto is the claims, noticing, solicitation and balloting agent. RUBIO'S RESTAURANTS: Seeks to HIre B. Riley as Real Estate Advisor ------------------------------------------------------------------ Rubio's Restaurants, Inc. and its debtor affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ B. Riley Real Estate, LLC as real estate services provider. Services to be provided by B. Riley are: (a) consulting with the Debtors to discuss the Debtors' goals, objectives, and financial parameters in relation to the Leases; (b) providing the Debtors with a schedule of work, including key activities, timeline and any required support from the Debtors: (c) negotiating with the landlords of the leased properties; (d) reporting periodically, but in any event as often as reasonably requested by the Debtors, to the Debtors regarding the status of the Services and the details related thereto. B. Riley will be compensated as follows: (a) Retainer. Upon execution of the Engagement Agreement, the Debtors paid B. Riley a non-refundable retainer fee of $60,000. (b) Monetary Lease Modifications. For each Monetary Lease Modification, B. Riley shall earn and be paid a fee of 5 percent of the difference between the original sum of the remaining occupancy costs of a Lease, including, but not limited to, the base rent, any annual increases, percentage rent, CAM, taxes, insurance, rental tax, marketing and merchants association charges, utility charges, HVAC usage charges, trash removal charges, sprinkler usage charges, unpaid rents, tenant improvement dollars due to the landlord and any other charges payable by the Company to the landlord under a particular lease (the "Gross Occupancy Cost") and the reduced Gross Occupancy Cost that results or would result from a Covered Transaction (the "New Gross Occupancy Cost") for the period from the earlier of: (i) the effective date of any amendment or agreement that modifies a Lease or any rights or obligations related to a Lease or Property, in any manner (a "Document"), (ii) the date in which the Covered Transaction becomes effective, or (iii) the date in which B. Riley becomes entitled to compensation under the end of the original or new Lease term as applicable pursuant to the terms of the Covered Transaction (the "Occupancy Cost Savings") per applicable Lease. (c) Non-Monetary Lease Modifications. For each Non-Monetary Lease Modification, B. Riley shall earn and be paid a fee of $2,500 per applicable Lease. (d) Transactions Involving Multiple Modifications. For the avoidance of doubt, if a single Covered Transaction consists of both a Monetary Lease Modification and a Non-Monetary Lease Modification, B. Riley shall only be paid a single fee, which shall be the higher of the fee due if the Covered Transaction were treated as (x) a Monetary Lease Modification or (y) a Non-Monetary lease Modification. In addition, in the event that B. Riley negotiates two modifications to an existing Lease where it is not possible for the Debtors to benefit from both of the modifications (e.g., the last five years of a lease are replaced with an option (i.e. reducing the term) and the option is at a lower rent level), B. Riley shall only be paid a fee based on the greater of the two savings calculations. B. Riley is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors or the Debtors' estates, according to court filings. The advisor can be reached through: Michael Jerbich B. Riley Real Estate, LLC 11100 Santa Monica Blvd., Suite 800 Los Angeles, CA 90025 Phone: (310) 966-1444 Fax: (310) 966-1448 About Rubio's Restaurants Rubio's Restaurants, Inc. and its debtor affiliates are operators and franchisors of approximately 170 limited service restaurants in California, Arizona, and Nevada under the Rubio's Coastal Grill concept. Visit www.rubios.com for more information. Rubio's Restaurants, Inc. and its debtor affiliates filed concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12688) on Oct. 26, 2020. The petitions were signed by Melissa Kibler, chief restructuring officer. At the time of the filing, the Debtors estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. Judge Mary F. Walrath oversees the cases. The Debtors tapped Ropes & Gray LLP as counsel, Young Conaway Stargatt & Taylor, LLP as Delaware counsel, Mackinac Partners LLC as restructuring advisor, Gower Advisers as investment banker, and B. Riley Financial, Inc. as real estate advisor. Stretto is the claims, noticing, solicitation and balloting agent. RUBIO'S RESTAURANTS: Seeks to Hire Mackinac Partners, Appoint CRO ----------------------------------------------------------------- Rubio's Restaurants, Inc. and its debtor affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Mackinac Partners, LLC as their restructuring advisor and designate Melissa S. Kibler as their Chief Restructuring Officer. Mackinac will provide these advisory services: (a) Review and analyze the Debtors' financial results, projections, and operational data; (b) Assist with the implementation of Court orders; (c) Provide information and analysis required to obtain and comply with the terms of the Debtors' usage of cash collateral, post-petition, and/or exit financing; (d) Develop and implement cash management strategies, tactics, and processes, including preparing short-term cash flow forecasts and related reporting; (e) Prepare such financial disclosures as may be required by the Court, including the Debtors' schedules of assets and liabilities, statements of financial affairs, and monthly operating reports; (f) Monitor accounting and operating procedures to segregate prepetition and post-petition business transactions; (g) Participate in meetings and provide support to the Company and its other professionals in responding to information request, communicating with and/or negotiation with lenders, official committees of unsecured creditors, vendors, customers, the Office of the United States Trustee for the District of Delaware, other parties in interest, and professionals hired by the same; (h) Identify executory contracts and unexpired leases and perform analyses of the financial impact of the assumption or rejection of each, as necessary; (i) Participate in claims analysis and reporting, including plan classification modeling and claim estimation; (j) Advise senior management and the board of directors in the development, negotiation, and implementation of restructuring initiatives and evaluation of strategic alternatives; (k) Assist the Debtors with de minimis asset sales and, if necessary, managing a sale process conducted pursuant to section 363 of the Bankruptcy Code, including (i) developing a list of potential buyers, (ii) developing materials and documents for potential buyers’ review, (iii) assisting the Debtors with the preparation of due diligence materials, (iv) assisting with the evaluation of offers received and (v) working with the Debtors and counsel to the Debtors to prepare and support asset purchase agreements and related motions to obtain Court approval of the sale process; (l) Prepare information and analysis necessary for the confirmation of a plan of reorganization, including information contained in the disclosure statement such as a liquidation analysis; (m) Assist in implementing a chapter 11 plan of reorganization; (n) Render testimony, as requested, about the matters regarding which Mackinac and its personnel are providing services; and (o) Provide such other restructuring or advisory services as are consistent with the role of the Chief Restructuring Officer and/or the above-described services, requested by the Debtors or counsel to the Debtors, that are not duplicative of services provided by other professionals, and as agreed by Mackinac. Mackinac's hourly rates are: Senior Managing Directors $650 - $800 Managing Directors $550 - $700 Directors $400 - $550 Associates and Analysts $250 - $400 Mackinac received an initial cash retainer of $100,000 on June 15, 2020 and a supplemental retainer in the amount of $250,000 on Sept. 28, 2020. Ms. Kibler, a senior managing director at Mackinac, assured the court that the firm is a "disinterested person" within the meaning of Bankruptcy Code section 101(14) and holds no interest materially adverse to the Debtor, its creditors and shareholders for the matters for which Mackinac is to be employed. The firm can be reached through: Melissa S. Kibler Mackinac Partners, LLC 8201 Preston Road, Suite 300 Dallas, TX 75225 Phone: (214) 754-9919 About Rubio's Restaurants Rubio's Restaurants, Inc. and its debtor affiliates are operators and franchisors of approximately 170 limited service restaurants in California, Arizona, and Nevada under the Rubio's Coastal Grill concept. Visit www.rubios.com for more information. Rubio's Restaurants, Inc. and its debtor affiliates filed concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12688) on Oct. 26, 2020. The petitions were signed by Melissa Kibler, chief restructuring officer. At the time of the filing, the Debtors estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. Judge Mary F. Walrath oversees the cases. The Debtors tapped Ropes & Gray LLP as counsel, Young Conaway Stargatt & Taylor, LLP as Delaware counsel, Mackinac Partners LLC as restructuring advisor, Gower Advisers as investment banker, and B. Riley Financial, Inc. as real estate advisor. Stretto is the claims, noticing, solicitation and balloting agent. RUBIO'S RESTAURANTS: Seeks to Hire Ordinary Course Professionals ---------------------------------------------------------------- Rubio's Restaurants, Inc. and its debtor affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ professionals utilized in the ordinary course of business. The Ordinary Course Professionals are: Carney Legal Works 12929 Claymont Court San Diego, CA 92130 General Commercial Legal Counsel Monthly Fee Cap: $30,000 Foley & Lardner LLP 777 East Wisconsin Avenue Milwaukee, WI 53202-5306 Intellectual Property Legal Counsel Monthly Fee Cap: $15,000 Gibson, Dunn & Crutcher LLP 333 South Grand Avenue Los Angeles, CA 90071 Employment Labor Legal Counsel (Specific to Military Bases) Monthly Fee Cap: $15,000 Goldberg Segalla LLP 665 Amin Street Buffalo, NY 14203 General Liability Claims Legal Counsel Monthly Fee Cap: $15,000 Judkins, Glatt & Rich LLP 600 B Street, Suite 2350 San Diego, CA 92101 Trademark Legal Counsel Monthly Fee Cap: $15,000 Larrabee Mehlman Albi Coker LLP 9920 Pacific Heights Boulevard, Suite 300 San Diego, CA 92121 Immigration Legal Counsel Monthly Fee Cap: $15,000 Lewis Brisbois Bisgaard & Smith LLP 633 W. 5th Street, Suite 4000 Los Angeles, CA 90071 General Liability Claims Litigation Monthly Fee Cap: $15,000 McMillion & Hirtensteiner, LLP 5776-D Lindero Canyon Road, #231 Westlake Village, CA 91362 Employment Legal Counsel Monthly Fee Cap: $15,000 Paul Plevin & Sullivan, LLP 101 W. Broadway, Suite 900 San Diego, CA 92101 Employment Legal Counsel Monthly Fee Cap: $15,000 Protiviti 12269 Collections Center Drive Chicago, IL 60693 Credit Card Security Processing Review Monthly Fee Cap: $15,000 Rimkus Consulting Group, Inc. 8 Greenway Plaza #500 Houston, TX 77046 Insurance Claim Consultation Monthly Fee Cap: $15,000 Stephen Cohen, Esq. 310 4th Avenue South, Suite 5010 Minneapolis, MN 55415 Real Estate Lease Legal Counsel Monthly Fee Cap: $50,000 In the ordinary course of business, these Ordinary Course Professionals have provided legal, technical, consulting, and/or other related services to the Debtors that the Debtors rely on to manage their day-to-day operations. The Debtors believe the continued employment of these Ordinary Course Professionals is necessary to avoid disruption of the Debtors' normal business operations and the cost, expense, and delay of securing replacement professionals. About Rubio's Restaurants Rubio's Restaurants, Inc. and its debtor affiliates are operators and franchisors of approximately 170 limited service restaurants in California, Arizona, and Nevada under the Rubio's Coastal Grill concept. Visit www.rubios.com for more information. Rubio's Restaurants, Inc. and its debtor affiliates filed concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12688) on Oct. 26, 2020. The petitions were signed by Melissa Kibler, chief restructuring officer. At the time of the filing, the Debtors estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. Judge Mary F. Walrath oversees the cases. The Debtors tapped Ropes & Gray LLP as counsel, Young Conaway Stargatt & Taylor, LLP as Delaware counsel, Mackinac Partners LLC as restructuring advisor, Gower Advisers as investment banker, and B. Riley Financial, Inc. as real estate advisor. Stretto is the claims, noticing, solicitation and balloting agent. RUBIO'S RESTAURANTS: Seeks to Hire Ropes & Gray as Counsel ---------------------------------------------------------- Rubio's Restaurants, Inc. and its debtor affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Ropes & Gray LLP as its legal counsel. Services Ropes & Gray will render are: a. advising the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their business and properties; b. advising and consulting on the conduct of these chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11; c. advising the Debtors regarding related tax matters; d. taking any necessary action on behalf of the Debtors to negotiate, draft, and obtain approval of a chapter 11 plan and all documents related thereto; e. representing the Debtors in connection with obtaining authority to use cash collateral and post-petition financing; f. attending meetings and negotiating with representatives of creditors and other parties in interest; g. taking all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors' interests in negotiations concerning litigations in which the Debtors are involved, including objections to the claims filed against the Debtors' estates; h. preparing pleadings in connection with these chapter 11 cases, including motions, applications, answers, orders, reports and papers necessary or otherwise beneficial to the administration of the Debtors' estates; i. appearing before the Court and any appellate courts to represent the interests of the Debtors' estates; and j. performing all other necessary legal services for the Debtors in connection with the prosecution of these chapter 11 cases, including: (i) analyzing the Debtors' leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of liens against the Debtors; and (iii) advising the Debtors on corporate and litigation matters. The Firm will be paid at these hourly rates: Partner $1,200 to $1,880 Counsel $845 to $1,320 Associate $610 to $1,100 Paralegals $220 to $510 Gregg M. Galardi, Esq., a partner at the Firm, assures the Court that the Firm is a disinterested person within the meaning of Bankruptcy Code section 101(14). In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Galardi disclosed that the firm has not agreed to a variation of its standard or customary billing arrangements for its employment with the Debtors, and that no professional at the firm has varied his rate based on the geographic location of the Debtors' bankruptcy cases. Ropes & Gray was engaged as the Debtors' restructuring counsel on April 30, 2020. Since entering into the Engagement Agreement, Ropes & Gray has charged the Debtors its standard rates in effect at the time, which were: $1,200 - $1,880 for partners; $1,005 - $1,155 for counsel; $610 - $1,100 for associates; and $250 – $510 for paraprofessionals. There have been no adjustments to these rates since Ropes & Gray was engaged on April 30, 2020. Mr. Galardi also disclosed that the Debtors' approved a budget and staffing plan for Ropes & Gray professionals. That budget and staffing plan covers the period through the week ending Dec. 31, 2020. The Firm can be reached at: Gregg M. Galardi, Esq. ROPES & GRAY LLP 1211 Avenue of the Americas New York, NY 10036-8704 Tel: (212) 596-9000 Fax: (212) 596-9090 E-mail: gregg.galardi@ropesgray.com About Rubio's Restaurants Rubio's Restaurants, Inc. and its debtor affiliates are operators and franchisors of approximately 170 limited service restaurants in California, Arizona, and Nevada under the Rubio's Coastal Grill concept. Visit www.rubios.com for more information. Rubio's Restaurants, Inc. and its debtor affiliates filed concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12688) on Oct. 26, 2020. The petitions were signed by Melissa Kibler, chief restructuring officer. At the time of the filing, the Debtors estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. Judge Mary F. Walrath oversees the cases. The Debtors tapped Ropes & Gray LLP as counsel, Young Conaway Stargatt & Taylor, LLP as Delaware counsel, Mackinac Partners LLC as restructuring advisor, Gower Advisers as investment banker, and B. Riley Financial, Inc. as real estate advisor. Stretto is the claims, noticing, solicitation and balloting agent. RUBIO'S RESTAURANTS: Seeks to Hire Young Conaway as Counsel ----------------------------------------------------------- Rubio's Restaurants, Inc. and its debtor affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Young Conaway Stargatt & Taylor, LLP, as their counsel. The professional services that Young Conaway will render are: i. providing legal advice with respect to the Debtors' powers and duties as debtors in possession in the continued operation of their business, management of their property, and the potential sale of their assets; ii. preparing and pursuing confirmation of a plan and approval of a disclosure statement; iii. preparing, on behalf of the Debtors, necessary applications, motions, answers, orders, reports, and other legal papers; iv. appearing in Court and protecting the interests of the Debtors before the Court; and v. performing all other legal services for the Debtors that may be necessary and proper in these proceedings. Young Conaway will be paid at these hourly rates: M. Blake Cleary $940 Edmon L. Morton $870 Ryan M. Bartley $685 Betsy L. Feldman $415 Catherine C. Lyons $400 Casey Cathcart (paralegal) $295 Young Conaway received a retainer in the initial amount of $100,000 in connection with the planning and preparation of initial documents, filing fees. Ryan M. Bartley, Esq., partner of Young Conaway Stargatt & Taylor, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. The counsel can be reached through: Ryan M. Bartley, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square, 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6714 Fax: (302) 576-3287 About Rubio's Restaurants Rubio's Restaurants, Inc. and its debtor affiliates are operators and franchisors of approximately 170 limited service restaurants in California, Arizona, and Nevada under the Rubio's Coastal Grill concept. Visit www.rubios.com for more information. Rubio's Restaurants, Inc. and its debtor affiliates filed concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12688) on Oct. 26, 2020. The petitions were signed by Melissa Kibler, chief restructuring officer. At the time of the filing, the Debtors estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. Judge Mary F. Walrath oversees the cases. The Debtors tapped Ropes & Gray LLP as counsel, Young Conaway Stargatt & Taylor, LLP as Delaware counsel, Mackinac Partners LLC as restructuring advisor, Gower Advisers as investment banker, and B. Riley Financial, Inc. as real estate advisor. Stretto is the claims, noticing, solicitation and balloting agent. SABLE PERMIAN: Seeks Approval to Hire Hilco as Valuation Expert --------------------------------------------------------------- Sable Permian Resources, LLC and its debtor affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Hilco Valuation Services, LLC, Hilco Real Estate Appraisal, LLC, and Hilco Fixed Asset Recovery, LLC as liquidation analysis and valuation experts. Under the first Engagement Letter, Hilco will conduct a liquidation analysis of the Debtors' fixtures, furniture and equipment. The second Engagement Letter provides that Hilco will provide an appraisal of the Debtors' (a) transportation fleet and LACT Unit and (b) real property. Hilco's report will include an explanation of how the analysis was developed and inherent assumptions associated therewith. Hilco will be compensated with a flat fee of $6,000 and $11,500 for liquidation analysis and appraisal services, respectively. These fees include Hilco's out-of-pocket expenses. Sarah Baker, the vice president and assistant general counsel of Hilco Trading, LLC, the ultimate parent of Hilco Valuation Services, LLC, Hilco Real Estate Appraisal, LLC, and Hilco Fixed Asset Recovery, LLC, disclosed in court filings that the firms are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Sarah Baker HILCO TRADING, LLC 5 Revere Dr. Suite 206 Northbrook, IL 60062 Telephone: (847) 509-110 E-mail: sbaker@hilcoglobal.com About Sable Permian Resources Sable Permian Resources, LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-33193) on June 25, 2020. At the time of the filing, Sable Permian Resources disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge Marvin Isgur oversees the cases. Debtors have tapped Latham & Watkins, LLP and Hunton Andrews Kurth LLP as legal counsel, Alvarez & Marsal North America LLC as financial advisor, Evercore Group LLC as investment banker, and M-III Advisory Partners, LP as financial advisor. Mohsin Y. Meghji of M-III Advisory Partners is Debtors' chief restructuring officer. Hilco Valuation Services, LLC, Hilco Real Estate Appraisal, LLC, and Hilco Fixed Asset Recovery, LLC are tapped as liquidation analysis and valuation experts and sage-popovich, inc. as valuation expert. The Office of the U.S. Trustee appointed a committee of unsecured creditors on July 17, 2020. The committee has tapped Paul Hastings LLP and Mani Little & Wortmann, PLLC as its legal counsel, Conway MacKenzie LLC as financial advisor, and Miller Buckfire & Co. LLC and Stifel, Nicolaus & Co. Inc. as investment banker. SABLE PERMIAN: Seeks to Tap Sage-Popovich as Valuation Expert ------------------------------------------------------------- Sable Permian Resources, LLC and its debtor affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ sage-popovich, inc. (SPI) as valuation expert. SPI will conduct an analysis of the Debtors' Hawker Beechcraft Corp. B300 King Air aircraft, identified as manufacturer's Serial Number FL-360, FAA registration N390SR and its associated records. SPI will carry out unique functions and will use reasonable efforts to coordinate with the Debtors and their other retained professionals, including Hilco, to avoid the unnecessary duplication of services. SPI will be compensated for the services contemplated thereby with a flat fee of $4,500 plus out-of-pocket expenses. Nick Popovich, the president of SPI, disclosed in court filings that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Nick Popovich SAGE-POPOVICH, INC. Post Office Box One Valparaiso, IN 46384 Telephone: (219) 464-8320 Facsimile: (219) 464-0920 E-mail: nick@sage-popovich.com About Sable Permian Resources Sable Permian Resources, LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-33193) on June 25, 2020. At the time of the filing, Sable Permian Resources disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge Marvin Isgur oversees the cases. Debtors have tapped Latham & Watkins, LLP and Hunton Andrews Kurth LLP as legal counsel, Alvarez & Marsal North America LLC as financial advisor, Evercore Group LLC as investment banker, and M-III Advisory Partners, LP as financial advisor. Mohsin Y. Meghji of M-III Advisory Partners is Debtors' chief restructuring officer. Hilco Valuation Services, LLC, Hilco Real Estate Appraisal, LLC, and Hilco Fixed Asset Recovery, LLC are tapped as liquidation analysis and valuation experts and sage-popovich, inc. as valuation expert. The Office of the U.S. Trustee appointed a committee of unsecured creditors on July 17, 2020. The committee has tapped Paul Hastings LLP and Mani Little & Wortmann, PLLC as its legal counsel, Conway MacKenzie LLC as financial advisor, and Miller Buckfire & Co. LLC and Stifel, Nicolaus & Co. Inc. as investment banker. SABON HOLDINGS: Unsecured Creditors to Recover 20% in Joint Plan ---------------------------------------------------------------- Sabon Holdings, LLC and its Affiliated Debtors filed with the U.S. Bankruptcy Court for the Southern District of New York a Joint Plan of Reorganization and a Disclosure Statement on September 25, 2020. The Plan provides for the satisfaction of all allowed administrative claims as soon as practicable after the Effective Date, unless otherwise agreed by the holder of such claim. As to each administrative claim allowed thereafter, payment will be made as soon as practicable. The Plan also provides for the satisfaction of all priority tax indebtedness either in cash or over a five-year period in installments with interest. There are no known priority claims other than administrative expense claims and tax claims. Groupe Rocher Holdings US Corporation, Inc., a New York corporation (GRHUS), is the parent company of the Debtors and as of the Petition Date held a general unsecured claim in the approximate amount of $10,283,527.46. In order to ensure that the Debtors had the ability to reorganize, GRHUS provided debtor in possession financing to the Debtors in the amount of $400,000 under a secured delayed draw term loan. Under the Plan, the GRHUS Claim will be disallowed and the Debtors will not make any distributions to GRHUS as a general unsecured creditor. In addition, rather than the amounts owed under the DIP Financing Facility being repaid in Cash, GRHUS will receive the equity in the Reorganized Debtors. GRHUS will invest a total of $400,000 in the Reorganized Debtors on the Effective Date. The Debtors estimate, based on its schedules and giving effect to the rejection of leases, that there are approximately $2,000,370 in general unsecured claims. These general unsecured claims will be satisfied with payment of each creditors pro rata share of $400,000, minus the payment of Priority Claims, if any, or approximately 20% of each creditor's claim. Please note that the Debtors' estimate of general unsecured claims is subject to change, as is the estimated distribution percentage. As of the Effective Date, the equity shareholder interests in the Debtors held by GRHUS shall be deemed cancelled and rendered null and void, and GRHUS shall not receive or retain any property under the Plan on account of such interests, and no distributions or dividends will be paid to GRHUS. The cash distributions contemplated by the Plan shall be funded by cash generated in the operation of the Reorganized Debtors’ business and by the purchase of new shares in the Reorganized Debtors by GRHUS for the total sum of $400,000, on or before the Effective Date, plus additional funding from GRHUS, in the amounts necessary to pay the operating expenses of the Reorganized Debtors and the Plan payments, if needed. The Debtors estimated cash balance in its debtor-in-possession account as of December 15, 2020 is expected to be approximately $60,000 after accounting for Administrative Expenses. A full-text copy of the disclosure statement dated September 25, 2020, is available at https://tinyurl.com/y3yg8v85 from PacerMonitor.com at no charge. Proposed Attorneys for Debtors: SMITH, GAMBRELL & RUSSELL, LLP John G. McCarthy 1301 Avenue of the Americas, 21st Floor New York, New York 10019 Tel: (212) 907-9700 - and - Brian P. Hall SMITH, GAMBRELL & RUSSELL, LLP Promenade, Suite 3100 1230 Peachtree Street, NE Atlanta, Georgia 30309 Tel: (404) 815-3500 About Sabon Holdings Sabon Holdings distributes personal care products. It offers, among other items, bath balls, foams, mineral powders, body scrubs, shower gels, milky soaps, deodorants, perfumes, massage oil, body lotions, hand soaps, scrubs and exfoliants, moisturizers, hand sanitizers, lip care, and eye care products. Sabon Holdings LLC and its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 20-11320) on May 29, 2020. The Debtors tapped SMITH, GAMBRELL & RUSSELL, LLP as counsel; and DEVELOPMENT SPECIALISTS, INC., as restructuring advisor. SHARON LANGLOIS: Yeganehs Buying L.A. Property for $2.02 Million ---------------------------------------------------------------- Sharon Langlois asks the U.S. Bankruptcy Court for the Central District of California to authorize the sale of the real property located at 2473 Crest View Drive, Los Angeles, California to Behroz Yeganeh and Ara Yeganeh for $2.02 million, subject to higher and better offers. Title to the Property is currently in the name of Joseph Albert Langlois and Sharon L. Langlois, husband and wife as joint tenants. Mr. Langlois has since passed and Sharon Langlois, the Debtor, has sole authority to sell the Property. The Debtor's Agent in the matter is Compass Real Estate. The Buyers' agent in the matter is Nelson Shelton Real Estate ERA Powered. The Debtor acquired approval to hire Compass to represent the Estate in the sale of the Property. Pursuant to the terms of that representation, and the order employing Compass, Compass is receiving 5% commission based upon the purchase price, which they are splitting with Nelson. The Debtor has received an offer to sell the Property for $2.02 million. The Property has been on the market for almost a year and this is the only significant offer the Debtor has received. The failure of the Property to sell previously is directly attributable to damages and repairs that need to be made by any potential purchaser. Due to the length of time on the market, and the significant repairs that need to be completed, the Debtor asserts that this is a fair offer under the circumstances. The property suffers these issues which require repair, and which decrease the value: A. There is a modification to a deck which was not permitted and should be considered unreliable and suspect to hazard. The estimated costs to repair may range up to $100,000. B. There are numerous problems with the plumbing. There is no main water shut off, the main water line needs attention, some of the plumbing is irregular in its placement, the waste line needs attention, the automatic gas shut off valve is not securely braced to the wall and there are rusty pipes. C. The main panel circuit breakers need attention and is a safety hazard. D. The ducting and air flow system needs attention due to moisture damage. E. The crawl space has debris which needs to be removed. F. Landscaping needs extensive work. G. The outside drainage in the house is not effective. H. The pool and pumping equipment needs repair and maintenance. I. The garage is stained and requires repairs. J. Parts of the interior ofthe house is in general disrepair. K. Some amount of mold remediation may be required. L. The roof may need approximately $15,000 in repairs. M. Some termite damage was found and will need repair. The original offer received from the proposed Buyer was $2.05 million until these damages were revealed after inspections by experts. The Buyer asked for and received a discount of $30,000 on the purchase price in order to consummate the sale. There are three consensual liens secured to the Property: A. US. Bank, NA: Originally recorded on Aug. 167, 2006, and later transferred on May 14, 2013 to US Bank, NA, US. Bank has both filed a claim and submitted a payoff demand for $1,760,584. B. Steven L. Ober: Originally recorded on Aug. 17, 2006, Mr. Ober provided $200,000 to the Debtor and took an interest in her real property. The current payoff amount for this loan is $220,000. C. Arthur I. Ober: Originally recorded on Sept. 7, 2007, Mr. Ober provided $100,000 to the Debtor and took an interest in her real property. The current payoff amount for the loan is $120,000. The total liens on the property total $2,100,584. The Debtor asks that the Court approves these overbid procedures: 1. Only Qualified Bidders may submit an overbid. 2. Each bid must be all cash to the Estate, non-contingent, and upon the same terms and conditions, other than price, as those proposed in the Purchase Agreement. 3. All interested bidders must contact the Debtor's Counsel no less than three business days prior to the hearing on the Motion, and provide proof offunds and/or loan qualification, to allow the Debtor sufficient time to confirm that proof. 4. The initial minimum overbid must be at least $5,000 over the original offer, or $2.025 million. Subsequent bidding increments will be $1,000, or such increments as the Court may establish. 5. A Qualified Bidder must be prepared to make an "earnest money" deposit of $20,000 before confirmation of the sale by the Court. The Debtor will not request confirmation ofany bid without the deposit. 6. A Qualified Bidder must be prepared to close escrow within 10 court days following the hearing on the Motion, with the remaining sales proceeds transferred to escrow in time to confirm the funds before closing. All funds must be in the form of cashier's checks or certified funds, or may be wire transferred by arrangement with the Trustee. 7. Appearance at the hearing may be by telephone/Zoom per the Court's instructions. 8. The foregoing procedures will provide for an orderly completion ofthe sale of the Property by permitting all bidders to compete on similar terms, and will allow interested parties and the Court to compare competing bids in order to realize the highest and best benefit for the Estate. The Debtor asks that the Court approves the sale of the Property free and clear of liens, with any lien to be preserved for the benefit of the estate. She intends to pay all known undisputed liens by the close of escrow, according to demands in escrow, and to clear title to the Property. There is sufficient projected net equity to cover any unexpected liens, which can be resolved in due course either by payment in full, payment in a consensually reduced amount, or further Court proceedings, if contested. The Debtor asks authority to disburse the sales proceeds, herself or through escrow, as follows: 1. For normal closing costs, including the costs of escrow, title, and the commissions of as provided in the Offer (including the commissions of the Buyer and the Seller's Agents), or the corresponding offer of any overbidder. Commissions are set at a customary 5% of the purchase price, divided between the Buyer's and the Seller's Agents. 2. For the payment of any real property taxes or homeowner's association dues or charges, relating to the Property, pursuant to a demand in escrow, and subject to the Debtor's review and approval prior to distribution. 3. For the payment of the undisputed liens and encumbrances on the Property, according to demand in escrow. As to any lien not itemized, the Debtor may either pay according to demand in escrow, or withhold payment and close escrow if the lien is disputed, provided that the net funds are sufficient to pay the disputed lien in full. 4. For such other unanticipated incidental or nominal items as may be necessary to close escrow on the Property, not to exceed an aggregate of $1,500, pursuant to a demand in escrow and subject to the Debtor's review. A hearing on the Motion is set for Nov. 18, 2020 at 9:00 a.m. Objections, if any, must be filed within 14 days before the hearing. A copy of the Contract is available at https://tinyurl.com/y2gwt5vl from PacerMonitor.com free of charge. Sharon Langlois sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 20-12169) on Feb. 26, 2020. The Debtor tapped Anerio Altman, Esq., as counsel. SHILO INN: Seeks Approval to Hire Stoel Rives LLP as Local Counsel ------------------------------------------------------------------ Debtors Shilo Inn, Ocean Shores, LLC and Shilo Inn, Nampa Suites, LLC seek approval from the U.S. Bankruptcy Court for the Western District of Washington to employ Stoel Rives LLP as local counsel. The Debtors desire to retain Stoel Rives to review and sign all motions, ensure that all filings comply with all local rules of this court, and remind pro hac vice counsel of the court's commitment to maintaining a high degree of professionalism and civility from the lawyers practicing before this court. Additionally, Stoel Rives' role is to support proposed lead counsel Levene, Neale, Bender, Yoo & Brill L.L.P. (LNBYB) by providing insight and recommendations as to local practice and also to assist in developing and implementing restructuring strategies in this case. Stoel Rives' current hourly rates for matters related to these chapter 11 cases range as follows: Partners $400 - $850 Of Counsel $315 - $710 Associates $265 - $485 Paralegals/Professional Staff $215 - $380 Bryan Glover, who will be the primary attorney working on this matter for Stoel Rives, currently maintains an hourly billing rate of $525. In addition, Stoel Rives will seek reimbursement for out-of-pocket expenses incurred in connection with this representation. As of petition date, Stoel Rives holds $12,793 in trust, being held as a security retainer for the fees and expenses incurred in these cases. Bryan T. Glover, a partner of Stoel Rives LLP, disclosed in court filings that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Bryan T. Glover, Esq. LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. STOEL RIVES LLP 600 University Street, Suite 3600 Seattle, WA 98101 Telephone: (206) 624-0900 About Shilo Inn Hospitality companies Shilo Inn, Ocean Shores, LLC and Shilo Inn, Nampa Suites, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Lead Case No. 20-42348) on Oct. 15, 2020. At the time of the filing, Shilo Inn, Ocean Shores disclosed assets of between $10 million and $50 million and liabilities of the same range. Shilo Inn, Nampa Suites disclosed $1 million to $10 million in both assets and liabilities. Judge Brian D. Lynch oversees the cases. The Debtors tapped Levene, Neale, Bender, Yoo & Brill L.L.P. as bankruptcy counsel and Stoel Rives LLP as local counsel. SHILO INN: Seeks to Tap Levene Neale as Legal Counsel ----------------------------------------------------- Debtors Shilo Inn, Ocean Shores, LLC and Shilo Inn, Nampa Suites, LLC seek approval from the U.S. Bankruptcy Court for the Western District of Washington to employ Levene, Neale, Bender, Yoo & Brill L.L.P. (LNBYB) as general bankruptcy counsel. The firm will render these legal services: (a) advise the Debtors with regard to the requirements of the Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the Office of the United States Trustee as they pertain to the Debtors; (b) advise the Debtors with regard to certain rights and remedies of their bankruptcy estates and the rights, claims and interests of creditors; (c) represent the Debtors in any proceeding or hearing in the Bankruptcy Court involving their estates unless the Debtors are represented in such proceeding or hearing by other special counsel; (d) conduct examinations of witnesses, claimants or adverse parties and represent the Debtors in any adversary proceeding except to the extent that any such adversary proceeding is in an area outside of LNBYB's expertise or which is beyond LNBYB's staffing capabilities; (e) prepare and assist the Debtors in the preparation of reports, applications, pleadings and orders; (f) represent the Debtors with regard to obtaining use of debtor-in-possession financing and/or cash collateral; (g) assist the Debtors in the negotiation, formulation, preparation and confirmation of a plan of reorganization and the preparation and approval of a disclosure statement in respect of the plan; and (h) perform any other services which may be appropriate in LNBYB's representation of the Debtors during their bankruptcy cases. The Debtors expect that David B. Golubchik and J.P. Fritz, whose hourly billing rates are $635 and $595, respectively, will be the primary attorneys at LNBYB responsible for the representation of the Debtors during their Chapter 11 cases. The hourly billing rates of other professionals are below: David L. Neale $635 Ron Bender $635 Martin J. Brill $635 Timothy J. Yoo $635 Gary E. Klausner $635 Edward M. Wolkowitz $635 David B. Golubchik $635 Beth Ann R. Young $610 Monica Y. Kim $610 Daniel H. Reiss $610 Irving M. Gross $610 Philip A. Gasteier $610 Eve H. Karasik $610 Todd A. Frealy $610 Kurt Ramlo $610 Richard P. Steelman, Jr. $610 Juliet Y. Oh $595 Todd M. Arnold $595 Carmela T. Pagay $595 Anthony A. Friedman $595 Krikor J. Meshefejian $595 John-Patrick M. Fritz $595 Lindsey L. Smith $510 Jeffrey Kwong $495 Paraprofessionals $250 As of Petition Date, the remaining retainer balance is $30,984. David B. Golubchik, a partner of the law firm of Levene, Neale, Bender, Yoo & Brill L.L.P., disclosed in court filings that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: David B. Golubchik, Esq. LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Blvd., Ste. 1700 Los Angeles, CA 90067 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 E-mail: dbg@lnbyb.com About Shilo Inn Hospitality companies Shilo Inn, Ocean Shores, LLC and Shilo Inn, Nampa Suites, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Lead Case No. 20-42348) on Oct. 15, 2020. At the time of the filing, Shilo Inn, Ocean Shores disclosed assets of between $10 million and $50 million and liabilities of the same range. Shilo Inn, Nampa Suites disclosed $1 million to $10 million in both assets and liabilities. Judge Brian D. Lynch oversees the cases. The Debtors tapped Levene, Neale, Bender, Yoo & Brill L.L.P. as bankruptcy counsel and Stoel Rives LLP as local counsel. SHOPPINGTOWN MALL NY: Hires Broadway Realty as Real Estate Broker ----------------------------------------------------------------- Shoppingtown Mall NY LLC seeks authority from the US Bankruptcy Court for the Western District of Pennsylvania to hire Broadway Realty as its real estate broker. The Debtor owns and operates the shopping center known as "ShoppingTown Mall" located at 3649 Erie Blvd East, Dewitt, New York 13214. Broadway Realty will assist the Debtor assist the Debtor with the sale process of the property. Upon the closing of the sale of the Real Property, the Debtor shall pay the Broker a real estate commission equal to 1 percent of the gross sale price of the Real Property out of funds in escrow with the closing escrow agent. Broadway Realty and all of its employees are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code, and neither Broadway Realty nor any of its professionals holds any interest materially adverse to Debtor’s estate, according to court filings. The broker can be reached through: Elliot Bogod Broadway Realty 150 Broadway 7 Floor New York, NY 10038 Phone: +1 212-577-2270 About Shoppingtown Mall NY Shoppingtown Mall NY LLC owns and operates the shopping center known as "ShoppingTown Mall" located at 3649 Erie Boulevard East, Dewitt, NY 13214 Shoppingtown Mall NY sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-23178) on Aug. 13, 2019. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million, and liabilities of between $10 million and $50 million. The case is assigned to Judge Carlota M. Bohm. Bernstein-Burkley, P.C., is the Debtor's counsel. No official committee of unsecured creditors has been appointed in the Debtor's case. SHOPPINGTOWN MALL: Proposes Auction Sale of Dewitt Mall ------------------------------------------------------- Shoppingtown Mall NY, LLC, asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the auction sale of the shopping center known as "ShoppingTown Mall" located at 3649 Erie Blvd East, Dewitt, New York. The Debtor owns and operates the Real Property. In the ongoing adversary proceeding in the case [A.P. No. 2:19-ap-02166] the Debtor has asked that the Court determines the secured "DWEP"), Jamesville-Dewitt Central School District, and Town of Dewitt. The Taxing Bodies allege claims in varying amounts, but the Debtor believes that the aggregate amount of the claims asserted by the Taxing Bodies greatly exceeds the value of the Real Property such that at least a portion of the Taxing Bodies’ claims are unsecured. As the Court is well aware, the value of the Real Property has been a point of contention since the outset of the Case and the Adversary Proceeding is necessary to determine the value of the Real Property. Pursuant to the Adversary Proceeding, the Debtor and the Taxing Bodies have both obtained appraisals of the Real Property. The Debtor has obtained an appraisal from Korpacz Realty Advisors, Inc. which estimates that the Real Property has a value of $4.3 million as of the Petition Date. The Taxing Bodies have obtained an appraisal from North East Appraisals & Management Co., Inc. prepared by Kenneth V. Garner II which estimates that the Real Property has a value of $22.028 million as of May 26, 2020. While the Debtor maintains its belief that the Real Property's value is most accurately reflected in the appraisal prepared by Korpacz, because of the Taxing Bodies' continued assertion that the Property is worth much more than the aggregate value of its alleged claims and that those claims are fully secured, and the Debtors desire to maximize value for the estate if at all possible, the Debtor is willing to pursue a sale of the Real Property to the extent that such sale would maximize recovery for all creditors of the estate. The potential is contemplated in the Debtor's Amended Chapter 11 Plan Date Aug. 5, 2020. Contemporaneously with the filing of the Motion, the Debtor is also filing its Bid Procedures Motion, which, if approved by the Court, will govern the sale process. Following the auction, the successful bid(s) will be presented to the Court for the entry of a sale confirmation order. By the Sale Motion, the Debtor asks approval of the sale of the Real Property at an auction to be conducted by its Attorney's office. It proposes to sell the Real Property, approval of which is sought by the Motion, to the highest and best bidder at the auction. The sale of the Debtor's Assets serves a sound business purpose and is designed to provide the opportunity to enhance the value of the estate. If it receives a Qualified Bid in the amount of $15 million or more, then the Debtor believes that the sale of the Real Property will maximize the value of its estate. If it does not obtain a Qualified Bid, then the Debtor is prepared to move forward with a plan of reorganization in which it maintains ownership of and redevelops the Real Property as set forth in the Amended Plan. However, the Debtor will have the right to adjust the Minimum Initial Bid to an amount less than $15 million prior to the sale hearing and any such adjustments to the Minimum Initial Bid will be in Debtor's sole discretion. Based upon the foregoing, the Debtor asks that the Court authorizes the sale of the Real Property free and clear of liens, claims, charges, encumbrances, or other interests and that any enforceable liens, claims, encumbrances or other interests in the Real Property as of the date of the sale attach to the sale proceeds. About Shoppingtown Mall NY Shoppingtown Mall NY LLC owns and operates the shopping center known as "ShoppingTown Mall" located at 3649 Erie Boulevard East, Dewitt, NY 13214 Shoppingtown Mall NY sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-23178) on Aug. 13, 2019. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million, and liabilities of between $10 million and $50 million. The case is assigned to Judge Carlota M. Bohm. Bernstein-Burkley, P.C., is the Debtor's counsel. No official committee of unsecured creditors has been appointed in the Debtor's case. SOUTH COAST: Trustee Seeks to Hire Hahn Fife as Accountant ---------------------------------------------------------- Thomas Casey, the Chapter 11 trustee for South Coast Behavioral Health, Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to retain Hahn Fife & Company LLP as his accountant. The Trustee requires Hahn Fife to: a. prepare and file necessary amended state and federal estate income tax returns; b. review of financial documents; c. assist with payroll tax returns; d. provide capital gains analysis of the Trustee's sale of the estate assets; e. communicate with the government agencies including the Internal Revenue Service, the Franchise Tax Board and the Employment Development Department; and f. provide any other reasonable duties assigned by the Trustee. The firm will be paid at hourly rates as follows: Partner $440 Staff $80 Donald Fife, a partner at Hahn Fife, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Donald T. Fife Hahn Fife & Company, LLP 790 E. Colorado Blvd., 9th Floor Pasadena, CA 91101 Telephone: (626) 792-0855 Email: dfife@oefi.org About South Coast Behavioral Health South Coast Behavioral Health, Inc. is a healthcare company that specializes in the in-patient and outpatient treatment of addicts, alcoholics, and persons dealing with mental health issues. It offers a clinically supervised residential sub-acute detox services, therapeutic and residential treatment centers, intensive outpatient treatment services, and partial hospitalization programs. Visit https://www.scbh.com for more information. South Coast Behavioral Health sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-12375) on June 20, 2019. At the time of the filing, Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Mark S. Wallace oversees the case. The Debtor has tapped Nicastro & Associates, P.C. as its bankruptcy counsel. The Office of the U.S. Trustee appointed a committee of unsecured creditors in Debtor's case. The committee tapped Weiland Golden Goodrich LLP as its legal counsel, and Bryars Tolleson Spires + Whitton LLP as its financial advisor. On Feb. 27, 2020, the U.S. Trustee appointed Thomas Casey as Debtor's Chapter 11 trustee. Mr. Casey has tapped Ringstad & Sanders LLP as his bankruptcy counsel; Nicastro & Associates, PC as special counsel; and Joseph S. Yung & Co. as tax accountant. SOUTHWIRE COMPANY: Moody's Affirms Ba1 CFR, Outlook Stable ---------------------------------------------------------- Moody's Investors Service affirmed Southwire Company, LLC's Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating (PDR), and the Ba2 rating on the company's senior secured term loan. The outlook is stable. The affirmation of the rating and the stable outlook reflects Moody's expectation that Southwire will maintain its conservative financial policy, strong credit metrics, and good liquidity profile, while expanding product verticals and improving margins. Affirmations: Issuer: Southwire Company, LLC Probability of Default Rating, Affirmed Ba1-PD Corporate Family Rating, Affirmed Ba1 Senior Secured Term Loan, Affirmed Ba2 (LGD4 from LGD5) Outlook Actions: Issuer: Southwire Company, LLC Outlook, Remains Stable RATINGS RATIONALE Southwire's Ba1 CFR reflects the company's strong market position as a leading global manufacturer of electrical wire and cable products with significant market exposure to the US market. The company has demonstrated a conservative financial policy, including a target leverage ratio of 1.5-2.0x (excluding Moody's adjustments). Moody's forecasts adjusted debt to EBITDA of 1.4x and 1.3x for 2020 and 2021, respectively, and free cash flow of $202 million and $118 million over the same period. Moody's expects that Southwire will maintain good liquidity, as the company invests in operational efficiencies and seeks to diversify its product mix. The Ba1 CFR is constrained by Southwire's cyclical end markets and low EBITA margins. The company's sales consist mainly of copper and aluminum wires and cables, which are tied to the overall health of the U.S. economy and highly dependent on activity in the construction industry (both residential and non-residential). Pricing power is difficult to obtain, along with margin expansion, given the lack of differentiation within the wire and cable manufacturing industry and the commodity-like nature of the company's product mix. The majority of its cost of goods sold consists of volatile commodities, including copper, aluminum and plastics. However, Southwire's variable cost structure provides the company flexibility to navigate through the cyclicality and seasonality of its customer end markets. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company further diversified its product offerings and geographic reach, while improving liquidity. An upgrade would also require the company's commitment to maintaining its conservative financial policies that are indicative of an investment-grade rating. More specifically, Moody's expects to see EBITA margins approaching high single-digits, debt to EBITDA to remaining below 2.0x, and consistent strong free cash flow. Finally, Moody's would expect to see movement toward a capital structure that allows for maximum financial flexibility. The ratings could be downgraded if Moody's expects a material decline in operating cash flow or if a more aggressive financial policy results in a large debt-financed acquisition and/or substantial debt-financed dividend distribution that significantly weakens key credit metrics. More specifically, Moody's could downgrade the ratings if adjusted debt to EBITDA is sustained above 3.0x or adjusted EBITA margin is sustained below 4%. Headquartered in Carrollton, Georgia, Southwire manufactures copper and aluminum wire and cable for approximately 6,000 customers including electrical construction suppliers, retail home centers, electric utilities, industrial clients and OEM manufacturers throughout North America. Revenue and adjusted EBITA for the twelve months ended June 30, 2020 were approximately $5.3 billion and $330 million, respectively. The principal methodology used in these ratings was Manufacturing Methodology published in March 2020. STEPS IN HOME: Patient Care Ombudsman Files 2nd Report ------------------------------------------------------ Joseph J. Tomaino, the Patient Care Ombudsman appointed for Steps in Home Care, Inc., submits his second report with the U.S. Bankruptcy Court for the Southern District of New York covering the period from August 28, 2020, through October 28, 2020. The PCO received no patient or employee complaints during the reporting period. However, the PCO noted that the COVID pandemic has resulted in some decreased availability of care givers as schools have remote or hybrid schedules and some employees have no day care options. Despite this, the PCO reports that the facility has no difficulty providing staff. A copy of the Second Report is available at https://bit.ly/2VasCtw from PacerMonitor.com About Steps in Home Care Steps in Home Care Inc. is a home health care provider located at 3 Barker Avenue, 2nd Floor, White Plains, New York 10601. It was founded in 2011 and it has offices in Garden City, New York and Stamford, Connecticut. The company was owned by Jennifer Baukol and sister Lisa Wade. It offers home companions, skilled nursing, basic assistance and concierge services, like driving patients to their appointments and managing their insurance claims. On May 1, 2020, Steps in Home Care sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 20-22615) on May 1, 2020. The Debtor was estimated to to have less than $50,000 in assets and liabilities. MORRISON TENENBAUM, PLLC, is the Debtor's counsel. STERICYCLE INC: Fitch Affirms BB LT IDR, Alters Outlook to Stable ----------------------------------------------------------------- Fitch Ratings has affirmed Stericycle, Inc.'s (SRCL) Long-Term Issuer Default Rating (IDR) at 'BB' and revised the Rating Outlook to Stable from Negative. In addition, Fitch has affirmed SRCL's senior unsecured notes at 'BB'/'RR4'. The Stable Outlook reflects the progress SRCL has made in deleveraging, other initiatives, and stabilizing performance. Fitch has also assigned ratings of 'BB'/'RR4' to the proposed issuance of $400 million of senior unsecured notes due January 2029. The proceeds are expected to be used to paydown bank facility borrowings. The terms are expected to be in line with the existing notes. KEY RATING DRIVERS Outlook Revised to Stable: Fitch has revised the Rating Outlook to Stable reflecting SRCL's progress on its deleveraging initiative along with signs of stabilization of underlying trends including coronavirus-related impacts, organic growth in the medical waste business and lower one-time costs. While execution and demand environment risks persist, Fitch believes associated challenges would be manageable while maintaining its capital structure. These developments are supportive of Fitch's expectation that leverage will be comfortably within the rating thresholds at YE 2020 and that profitability is solid in the near term. Pandemic Impacts SID: The secure information destruction (SID) business has experienced the largest decline in performance, primarily as a result the shutdown in office spaces, driving lower collection volumes. Prior to the pandemic, the market for document shredding was facing a slow secular decline as a result of digitalization and Fitch sees some risk that the pandemic could aggravate this decline. While SRCL has history of generating organic growth in the SID business, the market for document shredding was facing a slow secular decline prior to the pandemic and Fitch sees some risk that the decline could be aggravated. Fitch assumes an extend recovery in the segment with organic revenues in 2021 remaining below 2019 levels by a high single digit rate. The medical waste business has been fairly stable with only slightly negative growth in mid-2020 though the trend was temporary. Progressing on Strategic Initiatives: There are a number of strategic initiatives in place and the new management team has made good headway in many areas. The most notable developments are the completed divestitures which has supported deleveraging, apparent progress on levelling off small quantity discounting and ERP implementation. Management has recently outlined high-level expectations for five-year performance targets before considering any lasting pandemic-related economic weakness. The targets include a compounded organic annual growth rate of 3%-5% against a base of 2020 revenue and FCF generation of at least $400 million, primarily driven through margin expansion. The path to achieve these goals remains unclear, and as a result, Fitch's forecast is notably more conservative than these estimates. It appears additional details on long-term plans are expected to be unveiled in early 2021. Improving FCF and Financial Flexibility: Fitch believes SRCL's cost saving actions have demonstrated good cost flexibility to date in 2020. In 2020, Fitch expects FCF generation of over $250 million, temporarily benefitting from $100 million CARES Act tax refunds and delayed ERP spending. Fitch expects FCF margins to be strong for the rating level, around the mid-to-high single digits in the following years, even with the resumption of ERP spend. These expectations are a meaningful improvement from 2018 and 2019 FCF generation which were pressured by large legal settlements and business initiative investment. Leverage Trending Lower: Fitch expects adjusted debt/EBITDAR to fall to 4.6x in 2020 from 5.1x in 2019, primarily as a result of divestiture proceeds being used to pay down debt and good FCF generation aimed at debt repayment. Traditional debt/EBITDA is expected to fall to the low-4x from the 4.5x over the same period. Fitch expects adjusted debt/EBITDAR to further decline to the low-to-mid 4.0x in the medium term, fueled by good FCF and a priority of deleveraging. This expectation places SRCL's leverage profile within Fitch's thresholds for the 'BB' rating and is consistent with the company's target of deleveraging to under 3.0x on a company calculated net debt/EBITDA basis. Fitch has not assumed further divestitures beyond those completed to date in 2020. Established Market Position: SRCL holds the top or a leading market position in many of its end markets, including medical waste and paper shredding services. Its competitive position is supported by its broad network of complementary services, regulatory know-how and established reputation. Despite its leading position, competition is often local, where small competitors may compete on price. The medical waste service is recovering after a multi-year period of pricing pressure in the small quantity customer segment. Core Business Cyclicality: SRCL's core operations have historically benefitted from a high degree of demand stability as a result of the recurring service focus of waste collection, consistent demand drivers and broad disposal regulation, most notably within medical waste production. The secure information destruction business has experienced atypical weakness in 2020 as a result of the pandemic; however, the consistency of document disposal is not expected to vary as much through normal business cycles. The recent divestitures of the manufacturing and industrial waste business, along with parts of the communications business should improve cyclical stability of the company. It has retained the recall business and has some exposure to recycled office paper prices. The recall business seems to be another divestiture candidate and SRCL has made efforts to share paper price fluctuations with customers. DERIVATION SUMMARY SRCL's ratings consider the company's top market positions in most of its core and non-core markets, and weak but improving profitability and leverage. These considerations are weighed against near- to intermediate-term execution risks that could challenge improvement in these metrics. While SRCL does not have substantial direct peers, Fitch compares the company to the large municipal solid waste firms Waste Management (WM; BBB+), Waste Connections (WCN; BBB+) and Republic Services (RSG; BBB). Compared with these firms, SRCL carries notably higher leverage with adjusted debt/EBITDAR approaching 5.5x in 2019 versus approximately 3.0x for RSG and mid-2.0x for WCN and WM (pro forma for the Advanced Disposal acquisition). Fitch estimates FCF margins will improve though could remain pressured for an extended period. WM and RSG generate FCF margins in the mid-single-digits, while WCN leads with margins above 10%. KEY ASSUMPTIONS Fitch's Key Assumptions Within Fitch's Rating Case for the Issuer - Organic revenue declines at a mid-single digit rate in 2020 and recovers at a slightly slower pace with the regulated waste segment benefitting from relatively stable performance compared to the SID business; - The SID business has a slow recovery and SOP prices remain flat from recent levels, implying a negative YoY impact in 1H 2021; - EBITDA margins strengthen to nearly 19% in 2020 with cost saving actions and the divestiture of lower margin operations offsetting lower volumes; - SRCL benefits from $100 million of CARES Act support and largely offsets business transformation, ERP costs and other one-time costs in 2020; - Debt repayment remains the priority for FCF over the next three years or until SRCL achieves its target leverage of less than 3.0x. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Strong business transformation performance, deleveraging divestitures and/or a dedicated financial policy leads to maintaining Adj. debt/ EBITDAR sustained below 4.25x; - FCF margin sustainably above the mid-single digits. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Beyond the near term, continued margin pressures or a less conservative financial policy leads to maintaining adjusted debt/EBITDAR above 5.0x; - EBITDA and/or FCF margin sustained below the mid-teens and below the mid-single digits, respectively; - Substantial strategic changes under the new leadership team lead to a deterioration in its credit profile. LIQUIDITY AND DEBT STRUCTURE As of Sept. 30, 2020, SRCL's liquidity was approximately $651 million and consisted of $59 million of cash and $592 million of availability under its $1.2 billion revolving credit facility, after considering borrowings and letters of credit. The revolver and term loan both mature in 2022, and Fitch expects the facilities to be refinanced prior to maturity. Fitch has capitalized operating leases at 8x reflecting the high proportion of leased assets utilized in SRCL's service network. The multiple is based on the high proportion of operations in the U.S. and Canada and Fitch's conservative assumption that leased assets have long economic lives. The approach is intended to adjust for differences in financing decisions between SRCL and other waste companies that typically have a relatively low proportion of leased assets within their network. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch has made no material adjustments that are not disclosed within the company's public filings. 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 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. STOKA NUTRITION: Gets OK to Hire Norred Law as Legal Counsel ------------------------------------------------------------ Stoka Nutrition, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Norred Law PLLC as its legal counsel. The firm's services include: a. advising the Debtor of its powers and duties in the management of its property; b. attending meetings and negotiating with representatives of creditors and other parties; c. assisting the Debtor in the preparation of administrative documents; d. taking the necessary actions to preserve the assets and interests of the estate, including the prosecution of actions on the Debtor's behalf and defending actions commenced against the Debtor; e. advising the Debtor in connection with any potential sale of its assets; f. assisting the Debtor in formulating a disclosure statement and plan of reorganization; g. appearances before the court and the U.S. trustee; h. perform other legal services in connection with the Debtor's Chapter 11 case. The standard rates charged by the firm range from $300 to $425 per hour for its attorneys and from $90 to $120 per hour for paraprofessionals. The firm received $11,717 retainer, of which $1,717 was used to pay the filing fee while $2,787 was used to pay its pre-bankruptcy services. Norred Law is a "disinterested person" within the meaning of Section 101(4) of the Bankruptcy Code, according to court filings. The firm can be reached through: Warren Norred, Esq. Clayton L. Everett, Esq. Norred Law, PLLC 515 E. Border Street Arlington, TX 76010 Tel: (817) 704-3984 Email: clayton@norredlaw.com About Stoka Nutrition Stoka Nutrition, LLC manufactures and sells nutrition bars and other high-energy, low-carb foods. Stoka Nutrition filed a voluntary bankruptcy petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-43356) on Oct. 30, 2020. At the time of the filing, the Debtor disclosed assets of between $500,001 and $1 million and liabilities of the same range. Judge Mark X. Mullin oversees the case. Norred Law, PLLC serves as the Debtor's legal counsel. SUNOCO LP: Fitch Assigns 'BB' Rating on Unsec. Bonds Due 2029 ------------------------------------------------------------- Fitch Ratings assigns Sunoco LP's (SUN) and Sunoco Finance Corp.'s co-issued offering of senior unsecured bonds due 2029 a 'BB'/'RR4' rating. Proceeds from the offering are expected to be used to fund a tender offer for and, if applicable, the partial redemption of SUN's $1 billion notes due 2023. Fitch currently rates SUN's Long-Term Issuer Default Rating (IDR) 'BB' and the Rating Outlook is Negative. The Negative Outlook reflects Fitch's concerns about reduced motor fuel demand brought about by the coronavirus pandemic and concerns that unfavorable trends may linger into the middle or end of 2021. Fitch notes that volumes and cash flow during 3Q20 showed encouraging trends. KEY RATING DRIVERS Improving Leverage: SUN has demonstrated strong resilience in the face of meaningful headwinds as a result of the decline in demand for motor fuel. Margins have remained significantly above longer-term averages which, along with cash flow conservation efforts, have driven down LTM leverage to approximately 4.0x as of Sept. 30, 2020. Management indicated that it intends to maintain leverage around the current level moving forward. However, SUN's wholesale fuel sales are sensitive to fluctuations in demand. Total earnings and cash flow continue to face potential impacts from an uncertain demand environment further complicated by the ongoing rise in COVID-19 cases in many geographies. Demand Uncertainty: SUN's wholesale fuel sales, while supported in part by a long-term (15-year) fixed-rate contract with 7-Eleven, Inc. (7/11), are highly sensitive to demand fluctuations in the regions where it operates. The outlook for U.S. gasoline demand has shifted dramatically due to the coronavirus as cities and states have maintained varying degrees of restrictions to help combat the spread of the virus. Demand is expected to rebound as economies migrate towards more complete re-openings and the health crisis abates; however, demand during the intermediate stages of re-opening remains uncertain. Cash Flow Conservation: SUN's credit profile benefits from its stable liquidity position, lack of near-term maturities and the measures taken to preserve cash flow as it continues to manage through the current crisis. The announced transaction is expected to significantly reduce the amount of outstanding debt due in 2023, which should provide the partnership greater flexibility in managing through any near-term challenges. Notes due in 2023 are SUN's nearest maturity. SUN took meaningful steps in March by cutting 2020 growth and maintenance capex spending by 42% and 33%, respectively, as well as instituting other cost-cutting measures in an effort retain cash flow to better weather the near-term demand declines. Those efforts have enabled the partnership to meaningfully de-lever through 2020. SUN can use its retained cash flow and other available liquidity sources to cover its working capital needs. Additionally, the partnership continues to benefit from a boost to its margins, which has served to counterbalance the cash flow impact of lower volume levels. Margin Stability: As part of the sale of its retail franchise, in 2018, SUN entered into a 15-year take-or-pay fuel supply agreement with 7/11 (NR) and SEI Fuel Services, Inc. (NR), a wholly owned subsidiary of 7/11, under which SUN will supply approximately 2.2 billion gallons of fuel annually. This supply agreement has guaranteed annual payments to SUN and provides that 7/11 will continue to use the Sunoco brand at currently branded Sunoco stores and includes committed growth in future periods. The agreement provides an added measure of stability to SUN's earnings by somewhat insulating it from the full cash flow impact of demand fluctuations. Wholesale revenues from SUN's other distributor, dealer, and commercial channel sales are highly sensitive to volume demand changes but should maintain stable margin generation through the volume swings and as conditions normalize. Highly Fragmented, Competitive Sector: Concerns for SUN include high levels of competition within the highly fragmented wholesale motor fuel distribution sector. SUN's ability to drive growth after a recovery will depend largely on its ability to acquire wholesale customers organically or grow through acquisitions, which has the potential to weigh on balance sheet metrics, depending on how growth is financed. Fitch believes that management's leverage and distribution coverage targets indicate a willingness to prudently manage growth and distribution policy while maintaining reasonable credit metrics. SUN's ability to control operating expenses and drive growth will be key performance indicators moving forward. Sponsor Relationship: SUN's ratings reflect its stand-alone credit profile with no express linkage to its parent company. However, SUN's ratings consider its relationship with its sponsor and the owner of its general partner, Energy Transfer Operating, L.P. (BBB-/Stable) as generally favorable. SUN is part of the Energy Transfer LP family of partnerships. Energy Transfer Operating, L.P. owns, directly or indirectly, 100% of SUN's incentive distribution rights, the non-economic general partner interest in SUN, and a significant amount of SUN's outstanding limited partnership units. Fitch believes SUN's affiliation with its sponsor generally provides modest benefits, particularly in providing an option for financing like SUN's March 2017 preferred equity offering or a potential lever for retaining near-term cash through distribution waivers provided by its sponsor or affiliate partnerships. However, no waivers have been announced or are expected in Fitch's base case forecast. These benefits are not typically available to stand-alone partnerships, and Fitch believes the affiliation with its sponsor ultimately helps lessen event, financing, and operating risks. Energy Transfer and many other publicly traded partnerships have simplified their structures and eliminated incentive distribution payments. SUN has no current plans to eliminate its incentive distribution payments. ESG Considerations: SUN has a relevance score of '4' for Group Structure as a result of significant related party transactions and ownership concentration arising from SUN's GP and incentive distribution rights ownership by Energy Transfer. This has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. DERIVATION SUMMARY SUN's primary focus on wholesale motor fuel distribution and logistics is unique relative to Fitch's other midstream energy coverage. Wholesale fuel distribution is a highly fragmented market with low operating margins and largely dependent on motor fuel demand, which can be cyclical and seasonal. Fitch expects SUN to continue to face headwinds in the near term from lower motor fuel demand levels. Earnings have been buoyed through 3Q20 by cents-per-gallon margins significantly higher than management's historical longer-term margin guidance. Fitch would expect headwinds to strengthen should margins regress while demand remains significantly below pre-coronavirus levels. A significant amount of uncertainty remains around demand recovery, which is further complicated by the ongoing rise in coronavirus cases in many geographies and the potential for a second wave of restrictions to help combat the virus. SUN's leverage has fallen significantly through the year as cash flow conservation efforts and strong margins have allowed the partnership to de-lever in spite of the challenging environment. Leverage is expected to be in line with or better than 'BB' rated AmeriGas Partners, LP (APU, BB/Stable) and retail propane demand tends to be more seasonally affected (and weather affected) than motor fuel demand. APU's outstanding common equity units were bought by its parent company, UGI Corp., in 2019. SUN's size and scale are expected to be consistent with, though slightly larger than, Fitch's view on 'BB' rated master limited partnerships, which tend to have EBITDA of roughly $500 million per year and a narrow business focus, such as SUN's focus on wholesale motor fuel distribution. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Volumes bottomed in 2Q20 and recover steadily through the end of the year and into 2021. -- Revolver borrowings and conserved cash flow used to fund capital needs. -- Distributions held at current levels throughout forecast. -- Key contracts are not amended. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Fitch would look to stabilize the Outlook if leverage was expected to be below 5.0x. -- Leverage (total debt with equity credit/adjusted EBITDA) sustained at or below 4.5x on a sustained basis with distribution coverage sustained above 1.1x. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Distribution coverage ratio below 1.0x, combined with leverage ratios above 5.0x, on a sustained basis could result in negative rating action. -- EBIT margin at or below 1.5% on a sustained basis could lead to a negative ratings action. LIQUIDITY AND DEBT STRUCTURE Liquidity Adequate: As of Sept. 30, 2020, SUN had $63 million in cash and $1.4 billion in availability under its revolving credit agreement. The revolving credit agreement requires the partnership to maintain a net leverage ratio below 5.5x and an interest coverage ratio above 2.25x. The agreement allows for a maximum leverage ratio of 6.0x during a specified acquisition period. As of Sept. 30, 2020, SUN was in compliance with its covenants, and Fitch believes that SUN will remain in compliance with its covenants through its forecast period. The revolver is secured by a security interest in, among other things, of all SUN's present and future personal property and all present and future personal property of its guarantors, the capital stock of its material subsidiaries (or 66% of the capital stock of material foreign subsidiaries), and any intercompany debt. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch applies an 8.0x multiple to operating leases. ESG CONSIDERATIONS SUN has a relevance score of '4' for Group Structure as a result of significant related party transactions and ownership concentration. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of 3. 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. SVENHARD'S SWEDISH: $0.10 to $0.58 on Dollar for Unsecured Claims ----------------------------------------------------------------- Svenhard's Swedish Bakery submitted an Amended Disclosure Statement explaining its Chapter 11 Plan on Sept. 23, 2020. On the Effective Date, the Assets of the Estate will vest in a Litigation Trust created on the Effective Date and the Litigation Trustee appointed under the Plan will manage the process of pursuing significant litigation claims for the benefit of the Debtor’s creditors and will otherwise act as a fiduciary for the benefit of creditors. David Kunkel, the Chief Operating Officer of the Debtor, will serve as the Litigation Trustee. As set forth in the Plan, certain actions by the Litigation Trustee will require the approval of an "Oversight Committee" created by the Plan. The Oversight Committee will initially consist of three or five members of the Official Committee of Unsecured Creditors. The Debtor is proposing the Plan because it believes that a plan committed to the orderly prosecution of the Debtor's litigation assets is in the best interests of all creditors and will lead to the greatest recovery for all creditors. The Plan provides for the orderly prosecution of the Debtor's litigation assets, which consist primarily of litigation claims against U.S. Bakery, Bank of America, and others. The prosecution of these claims, if successful, will allow the Debtor to distribute the proceeds thereof to creditors holding Allowed Claims as soon as such proceeds become available. Following distributions to be made to each class of creditor that is more senior in rights to distribution than the unsecured creditor classes, unsecured creditors holding Allowed Claims will share in the remaining net proceeds on a prorata basis. Class 4 General Unsecured Claims are projected to total $17.5 million after reconciliation and projected claims objection. The Debtor scheduled approximately $18,200,000 of claims, and proofs of Ccaim have been filed in excess of $64,000,000. The filed claims include $46,000,000 on account of the Bakery and Confectionary Union and $10,700,000 on account of USB, which are disputed. Approximately $2,100,000 of Claims scheduled as unliquidated or disputed did not have corresponding proofs of claim filed. The Debtor estimates a recovery of between $0.10 to $0.58 on the dollar for Allowed General Unsecured Claims. These claims shall not accrue interest. The Class 5 USB Unsecured Deficiency Claim arises from a series of transactions and actions that are the subject of the USB Action that comprise the largest asset of the Debtor's Estate. This Claim is a disputed claim and is not entitled to vote on the Plan. Class 6 All holders of interest in the Debtor/all shareholders of the Debtor are impaired. All class 6 interests shall hold junior interests in the Litigation Trust in the percentage of current equity interests and recover pro-rata among all class 6 interests only if all other Allowed Claims have been paid in full. Funding of the Plan The Debtor presently holds Cash of approximately $1,535,000 million in its bank accounts. Of that sum, however, USB asserts a lien against the Debtor's Cash and approximately $732,000 of the Cash constitute funds to which Bimbo Bakery seeks the imposition of a constructive trust in its favor. The Debtor has stipulated with Bimbo to segregate the funds for which it seeks a constructive trust (the "Segregated Account") pending resolution of the Bimbo Adversary by a Final Order. The Litigation Trust will maintain the disputed funds subject of the Bimbo Adversary in a Segregated Account pending resolution of the Bimbo Adversary by a Final Order. It is a condition to the Effective Date that the Debtor holds Cash in an amount sufficient to pay Allowed Administrative Claims requiring payment on the Effective Date that is not subject to the claims asserted by USB or Bimbo Bakery. The Debtor currently holds $3,918.70 and as of the confirmation hearing on the Plan anticipates to hold $21,806.70 on account of money returned from utility providers (the "Utility Money"). The Utility Money constitutes Cash that is not subject to any lien or competing interest and is sufficient to pay Allowed Administrative Claims requiring payment on the Effective Date. Furthermore, holders of Allowed Professional Fee Claims and David Kunkel have agreed to defer actual payment of their Allowed Claims until such time that the Litigation Trust holds Cash sufficient to pay such Claims, either in part, ratably, or in full. A full-text copy of the Disclosure Statement dated September 23, 2020, is available at https://tinyurl.com/ya3qvmjp from PacerMonitor.com at no charge. Attorneys for the Debtor: Derrick Talerico David B. Zolkin ZOLKIN TALERICO LLP 12121 Wilshire Blvd., Suite 1120 Los Angeles, CA 90025 Telephone: (424) 500-8551 Facsimile: (424) 500-8951 E-mail: dtalerico@ztlegal.com dzolkin@ztlegal.com About Svenhard's Swedish Bakery Svenhard's Swedish Bakery is a privately held company in Fresno, Calif., that is primarily engaged in manufacturing fresh and frozen bread and other bakery products. Svenhard's Swedish Bakery filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 19-15277) on Dec. 19, 2019. In the petition signed by David Kunkel, chief operating officer, the Debtor was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Rene Lastreto II is the presiding judge. The Debtor tapped Zolkin Talerico LLP as bankruptcy counsel, and Gary Garrigues Law Firm and Cera LLP as special litigation counsel. SVENHARD'S SWEDISH: Pension Fund Says It Has Claims --------------------------------------------------- The Bakery and Confectionery Union and Industry International Pension Fund ("Pension Fund") files this objection to the Disclosure Statement describing Svenhard's Swedish Bakery's Chapter 11 Plan. The Pension Fund points out that the Disclosure Statement states that the "Case was immediately precipitated by the Debtor's default on a settlement agreement with the Bakery & Confectionery Union on account of pension liability." The settlement agreement in question was with the Pension Fund, not with the Union. The Pension Fund further points out the Disclosure Statement says that "The Bakery & Confectionary Union filed a proof of claim for $45,967,501. The debtor believes that this claim will ultimately be allowed in the amount it was scheduled," i.e., approximately $2.4 million. Again, the proof of claim was filed by the Pension Fund, not by the Union. The Pension Fund disputes the Debtor's suggestion that its claim for $45,967,501 will be disallowed, and the Pension Fund is prepared to litigate this issue when necessary. Counsel for Creditor Bakery and Confectionery Union and Industry International Pension Fund: JOSHUA B. SHIFFRIN BREDHOFF & KAISER P.L.L.C. 805 15th Street, N.W. Suite 1000 Washington, D.C. 20005 Telephone: (202) 842-2600 Facsimile: (202) 842-1888 Email: jshiffrin@bredhoff.com KATHERINE MCDONOUGH KRAW LAW GROUP, P.C. 605 Ellis Street, Suite 200 Mountain View, CA 94043 Telephone: (650) 314-7800 Facsimile: (650) 314-7899 Email: kmcdonough@kraw.com About Svenhard's Swedish Bakery Svenhard's Swedish Bakery is a privately held company in Fresno, Calif., that is primarily engaged in manufacturing fresh and frozen bread and other bakery products. Svenhard's Swedish Bakery filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 19-15277) on Dec. 19, 2019. In the petition signed by David Kunkel, chief operating officer, Debtor was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Rene Lastreto II is the presiding judge. The Debtor tapped Zolkin Talerico LLP as bankruptcy counsel, and Gary Garrigues Law Firm and Cera LLP as special litigation counsel. SVENHARD'S SWEDISH: USB Says Amended Disclosures Still Inadequate ----------------------------------------------------------------- United States Bakery objects to the Disclosure Statement describing Svenhard's Swedish Bakery's proposed Chapter 11 Plan. US Bakery points out that distribution of the Plan and Disclosure Statement should be postponed until after gateway issues have been resolved. US Bakery further points out that full Disclosure is necessary for creditors to make an informed decision. US Bakery asserts that the Amended Disclosure Statement is still inadequate: * The Amended Disclosure Statement fails to disclose claims the estate holds against Mr. Kunkel, and perhaps other officers and directors of Debtor, for their breaches of fiduciary duties and other obligations to creditors, and fails to commit to analyze or investigate such claims. * The Amended Disclosure Statement should describe the historical operations of Debtor and the losses it accumulated leading up to the Petition Date, including its net loss of over $5 million in 2018 and continued losses before and after, all of which are important historical facts relating to Debtor's business. * As to Mr. Kunkel's accruing salary, the Amended Disclosure Statement fails to state that state and federal taxes, as well as penalties for untimely payment, will also be due, and explain how those will be paid on the Effective Date. * The Amended Disclosure Statementmust provide a more meaningful discussion of Debtor's successor liability litigation against US Bakery ("Oregon Litigation"), on which Debtor's entire plan is hinged. * The Debtor should disclose that it has failed to comply with the bankruptcy code by not filing a motion to employ the local Oregon counsel that has now appeared in the Oregon Litigation. * The Amended Disclosure Statement falsely states that the Effective Date will occur in late November 2020. * The Amended Disclosure Statement should clarify if Debtor still owes any amounts to municipalities and, if so, explain the nature of that debt and how it will be paid. * The Amended Disclosure Statement still fails to include a proper liquidation analysis, which means it cannot be approved. Creditors must be able to compare their estimated recovery under a Chapter 11 plan with their likely recovery in a Chapter 7 liquidation. * The Amended Disclosure Statement must explain why the objection deadline to Conflict Claims is tied to a final Judgment in the Oregon Litigation and is different than the Claim Objection Deadline. * The Amended Disclosure Statement remains confusing as to whether Debtor is truly proposing a liquidating plan. * The Amended Disclosure Statement must disclose that US Bakery disputes that it is a former Insider of Debtor and that US Bakery asserts that its vote will count for all purposes under the Plan. * Avoidance actions may be a critical source of value for creditors. However, the Amended Disclosure Statement does not contain any avoidance action analysis other than the fact that a preference action is pending against US Bakery. * The Amended Disclosure Statement should explain why Debtor believes the Bakery and Confectionary Union's claim, which was filed for $45,967,500.92, should only be allowed for $2,380,409.88. * The Amended Disclosure Statement still fails to explain the extent of the limitations on liability Debtor is seeking and how those limitations compare to those of a Chapter 7 trustee. Attorneys for creditor United States Bakery: Hagop T. Bedoyan McCormick, Barstow, Sheppard, Wayte & Carmth LLP 7647 North Fresno Street Fresno, California 93720 Telephone: (559)433-1300 Facsimile: (559) 433-2300 E-mail: hagop. bedoyan@mccormickbarstow.com Timothy J. Conway Tonkon Torp LLP Direct Dial: (503) 802-2027 Facsimile: (503) 972-3727 E-mail: tim. conway@tonkon.com Steven M. Wilker Direct Telephone: 503.802.2040 Direct Facsimile: 503.972.3740 888 S.W. Fifth Avenue, Suite 1600 Portland, OR 97204 E-mail: Steven. wilker@tonkon.com About Svenhard's Swedish Bakery Svenhard's Swedish Bakery is a privately held company in Fresno, Calif., that is primarily engaged in manufacturing fresh and frozen bread and other bakery products. Svenhard's Swedish Bakery filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 19-15277) on Dec. 19, 2019. In the petition signed by David Kunkel, chief operating officer, the Debtor was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Rene Lastreto II is the presiding judge. The Debtor tapped Zolkin Talerico LLP as bankruptcy counsel, and Gary Garrigues Law Firm and Cera LLP as special litigation counsel. SYLVAIN LAPOINTE: Foreign Rep's Sale of Naples Property Approved ---------------------------------------------------------------- Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Northern District of Florida authorized BLT Lapointe & Associés, Inc., in its capacity as foreign representative and trustee of the insolvency proceedings of Debtors Douglas Dixon and JoAnn Collison, an affiliate of Sylvain Lapointe, to sell the residential property located at 5811 Shady Oaks, Naples, Florida, together with all personal property located therein, to Sarah Billingsby Wilhoit and Brett Allen Wilhoit for $960,000, pursuant to the terms of their Purchase and Sale Agreement. The sale is free and clear of liens, claims and encumbrances, including, without limitation, that certain Mortgage recorded in Official Records Book 3796, Page 2460, as affected by the affidavit recorded in Official Records Book 3831, Page 1478, and the Mortgage and Security Agreement recorded in Official Records Book 5591, Page 712, as assigned by the Assignment of Note and Mortgage & Loan Documents, Mortgage Modification & Spreader Agreement recorded in Official Records Book 5594, Page 2824, all of the Public Records of Collier County, Florida, with such claims to attach to the proceeds of such sale. Notwithstanding any of the decretal paragraphs in the Order authorizing the sale of the Shady Oaks Property, the Court has yet to determine whether the Debtors have a right of redemption to retain the property under the terms of the Settlement Agreement entered into by the Foreign Representative and the Debtors. The Court is scheduled to make that determination at a continued hearing on the issue that is currently scheduled for Dec. 8, 2020. To that extent, any closing on the sale of the Shady Oaks Property remains subject to the Court's determination on the issue. The Foreign Representative is authorized to sell the Shady Oaks Property, subject only to the Debtors' right of redemption on the terms and conditions specified in Section 11 of the Settlement Agreement. The Purchase Agreement is executed by the party having submitted the highest and best offer to purchase the Shady Oaks Property and is approved. In the event that the Purchase Agreement is terminated by the Buyers, the Foreign Representative is authorized to sell the Shady Oaks Property on the terms set forth in the agreement attached to a Notice of Termination without further order of the Court, if no objection is filed within five business days of the filing of such notice. The surcharge for payment of a 6% commission to the real estate brokers and for maintenance/repairs reflected on Exhibit 5 of the Motion is approved. The Foreign Representative is authorized, following payment of all undisputed liens, claims, encumbrances, interests and administrative expenses, to hold in trust the payoff amount of any disputed lien and the remaining proceeds of the sale, pending further order of the Court. By separate Order, the Court will establish procedures to determine the reasonable Enforcement Costs; as such term is defined in the Settlement Agreement. The Order will be immediately effective and will not be stayed by Federal Rule of Civil Procedure 6004(h), but the closing on the sale of the Shady Oaks Property remains subject to the Court's determination of whether the Debtors have a right of redemption to retain the property under the terms of the Settlement Agreement entered into by the Foreign Representative and the Debtors. Attorney Nyana A. Miller is directed to serve a copy of the Order on interested parties who are non-CM/ECF users and file a proof of service within three days of entry of the Order. Sylvain Lapointe sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 16-02797) on March 31, 2016. The Debtor tapped Annette C Escobar, Esq., at Astigarraga David Mullins Grossman as counsel. On Oct. 4, 2016, the Court recognixed the Order entered in the Quebec Proceeding authorizing BLT Lapointe & Associés, Inc., the Foreign Representative, to administer, realize and distribute property of the Estate located within the United States. SYNDIGO LLC: Moody's Assigns B3 CFR, Outlook Stable --------------------------------------------------- Moody's Investors Service assigned Syndigo LLC the following first-time ratings: B3 corporate family rating; B3-PD probability of default rating; B2 instrument rating to the proposed first lien senior secured credit facilities, which include a $375 million term loan and a $50 million revolving facility, and Caa2 rating to the proposed $160 million second lien senior secured credit facilities. The rating outlook is stable. The initial ratings reflect the credit profile of Syndigo post its leveraged buyout by private equity firm Summit Partners and The Jordan Group. Proceeds from the proposed new first-lien and second-lien facilities will be used to finance the acquisition and provide liquidity. In addition, the private equity sponsors are contributing new equity and rolling over existing equity to fund a portion of the purchase price. Assignments: Issuer: Syndigo LLC. Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) Senior Secured 1st Revolving Credit Facility, Assigned B2 (LGD3) Senior Secured 2nd Lien Term Loan, Assigned Caa2 (LGD5) Outlook Actions: Issuer: Syndigo LLC. Outlook, Assigned Stable RATINGS RATIONALE Syndigo's B3 corporate family rating reflects the company's very high leverage at 13.2x proforma for the transaction as of September 2020 (Moody's adjusted including capitalized software as an expense) and weak free cash flow metrics, with FCF/debt below 2%. The credit profile is constrained by the company's narrow operating scope and relatively modest scale with approximately $140 million in GAAP revenue as of the twelve months ending September 2020. The credit profile is also limited by high fixed costs including interest expense and capitalized software development costs. Syndigo is being purchased by Summit Partners and the purchase will be partially funded by $535 million of debt. Moody's expects private equity owners Summit Partners and the Jordan Company will continue to exercise aggressive financial policies, which will offset the deleveraging benefits of Syndigo's long-term growth profile, keeping leverage high, but the rating assumes debt to EBITDA will decline materially from closing leverage in 2021. The B3 CFR also assumes Syndigo will generate positive free cash flow even as it continues to grow through acquisitions. Syndigo benefits from its leadership position in the product information management ("PIM") market which is a growing sector due to the continued growth of e-commerce. Syndigo's software-as-a-service (SaaS) platform provides management and syndication of product information that helps its customers ultimately achieve more sales by providing accurate, real time product data. The company's revenues are supported by contracts that are multi-year in tenor and are an essential part of the operations of its customers. Syndigo's credit profile is also supported by a very broad customer base that spans manufacturers of consumer goods and retailers of those goods, which reduces customer concentration. Moody's expects the company to be able to maintain sales growth in the low to mid-teens driven by new customer bookings and cross-selling or upselling to existing customers. Syndigo's value proposition includes being one of the very few end-to-end providers of PIMs. The trend in more commerce moving to online sites has been amplified during the pandemic and Moody's thinks that trend will continue and aid retention rates of customers for Syndigo. Moody's considers Syndigo's liquidity to be adequate, with an undrawn $50 million revolving credit facility at closing of the transaction. Free cash flow in fiscal year 2021 will be positive and pressured by software development costs, but Moody's expects it will sufficiently cover mandatory debt amortization payments. The revolver is subject to a springing first-lien net leverage covenant set at 8.0x, that would be tested on a quarterly basis and only when over 35% of the revolving credit facility is drawn. Moody's anticipates the company will be well in compliance with the covenant for the 12 months following the LBO. The individual debt instrument ratings are based on Syndigo's probability of default, as reflected in the B3-PD probability of default rating, and the loss given default expectations of the individual debt instruments. The B2 rating and LGD3 loss given default assessment on the first-lien senior secured facilities, including the $50 million 5-year revolver and 7-year $375 million term loan, reflect their senior position in the capital structure and loss absorption support provided by the $160 million 8-year second-lien senior secured facility. The Caa2 rating and LGD5 loss given default on the second-lien senior secured term loan reflects the debt's junior position in the capital structure and first loss feature. The first-lien and second-lien credit agreements are covenant-lite and are expected to incorporate borrower-friendly terms that create structural risks for lenders. The credit agreements permit incremental debt that could increase leverage above closing levels. Preliminary terms in the first lien and second lien credit agreements contain provisions for incremental debt capacity up to the greater of $72 million and adjusted EBITDA subject to pro-forma first-lien net leverage of 5.25 times (if pari passu to first lien facilities). If the incremental facilities are junior to the first lien facilities than the incremental amount is subject to a maximum senior secured net leverage of 7.5x. If incremental facilities are unsecured then the amount is subject to either a maximum pro forma total net leverage ratio of 7.5x or a minimum cash interest coverage ratio of 2.0x. Alternatively , if incurred in connection with a permitted acquisition or investment each of the ratio tests may be satisfied so long as leverage (coverage) does not increase (decrease) on a pro forma basis. There are no anticipated "blocker" provisions providing additional restrictions on top of the covenant carve-outs to limit collateral leakage through transfers of assets to unrestricted subsidiaries. Only wholly-owned subsidiaries must provide guarantees, raising the risk of potential guarantee release; dividends of partial ownership interests could jeopardize guarantees. Obligation to prepay or reinvest asset sales proceeds steps down to 50% and 0% of net proceeds subject to achieving 4.75x and 4.25x first lien net leverage levels, respectively, weakening control over collateral. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects the expectation for low to mid-teen revenue growth over the next 12 months, as the company completes integrating the systems it acquired in 2020 and from customer growth. The company acquired the Kwikee and Atrribytes platforms in 2020 as part of its effort to provide end-to-end software and once all the platforms are integrated the company expects to be able to increase its cross-sell opportunities, which should lead to higher revenue growth. Leverage at close will be very high at around 13.2x, (Moody's adjusted including partial credit for expected synergies and other adjustments, as well as expensing for capital software development costs) but Moody's anticipates revenue growth and margin expansion will support deleveraging toward 9.6x over the next 12-24 months. The stable outlook is also supported by the contracted nature of revenue and high retention rates and the expectation that the company will not lose significant customers that could impair creditworthiness. The stable outlook assumes the company will generage positive free cash flow. The ratings could be upgraded if (all metrics Moody's adjusted): 1) Syndigo demonstrates stable growth in revenue, margins and free cash flow over time; 2) debt to EBITDA is sustained under 6.5x (after expensing software development costs); 3) free cash flow to debt is above 5% and 4) the company maintains good liquidity and exhibits prudent financial policies. The ratings could be downgraded if (all metrics Moody's adjusted): 1) free cash flow to debt is break-even or negative, or liquidity deteriorates for any other reason; 2) revenue or profitability are lower than anticipated and slows down to the mid-single digit range; 3) financial policies remain or become more aggressive, leading to the expectation for debt/EBITDA to be sustained at high levels; and 4) contract renewal rates diminish or if large customers are lost and not replaced. Syndigo enables commerce by supporting the efficient transfer of information between brands and their customers. The company provides descriptive product and nutritional information, images and other digital media, powered by deep analytics to empower engaging brand experiences online and in-store. Through Syndigo's integrated platform, Content Experience Hub, clients can publish, manage, syndicate and audit their product content across the largest trading network of brands and recipients in the world. The company generated pro forma revenue of $136 million for the LTM Sept. 30, 2020 period. The principal methodology used in these ratings was Software Industry published in August 2018. SYSTEMS INTEGRATORS: Seeks to Hire Sacks Tierney as Counsel ----------------------------------------------------------- Systems Integrators, LLC seeks authority from the U.S. Bankruptcy Court for the District of Arizona to hire Sacks Tierney P.A. as its legal counsel. Sacks Tierney will assist the Debtor in all matters associated with its Chapter 11 bankruptcy proceeding, represent the Debtor in all hearings before the court, and negotiate and resolve all issues related to its Chapter 11 proceeding. The firm's normal hourly rates range from $325 to $545 per hour for partners, from $240 to $345 per hour for associates, and from $185 to $220 per hour for paralegal assistants. Sacks Tierney will also be reimbursed for out-of-pocket expenses incurred. Randy Nussbaum, Esq., a partner at Sacks Tierney P.A., assured the court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Sacks Tierney can be reached at: Randy Nussbaum, Esq. Philip R. Rudd, Esq. Sierra M. Minder, Esq. Sacks Tierney P.A. 4250 N. Drinkwater Blvd., 4th Floor Scottsdale, AZ 85251-3693 Tel: (480) 425-2600 Fax: (480) 970-4610 Email: Randy.Nussbaum@SacksTierney.com Philip.Rudd@SacksTierney.com Sierra.Minder@SacksTierney.com About Systems Integrators LLC Systems Integrators, LLC is a privately owned and operated manufacturing company that offers custom gasket manufacturing, a full-service CNC machine shop, machine vision systems or part inspection equipment, fatigue testing equipment, concentration analyzers, flow meters, electronic assembly and repair. Systems Integrators filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-12056) on Nov. 2, 2020. Samuel M. Gaston, managing member, signed the petition. At the time of the filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Eddward P. Ballinger Jr. oversees the case. Randy Nussbaum, Esq., at Sacks Tierney P.A., represents the Debtor as counsel. TALK VENTURE: Unsecured Creditors Will Recover 1% Under Plan ------------------------------------------------------------ Talk Venture Group, Inc., submitted an Amended Disclosure Statement explaining its proposed Chapter 11 Plan. The Debtor's online business is the Debtor's primary asset. The asset is well managed and is generating positive cash flow. The Debtor will fund the Plan from the continued operation of its online Amazon sales business. The Debtor will have a reserve account or third-party funding in the event there are not sufficient funds in the estate to cover the deficits reflected in the budget. Class 1 Secured Claims will be treated as follows: * CLASS 1(A) - Wells Fargo Bank, N.A. holds a claim secured by a UCC-1 Financing Statement, with a claim amount of $ 1,018,019.89 as of the Petition date. This class is impaired. Debtor proposes to pay Wells Fargo $600,000 as a secured claim at $10,000 per month for 60 months, with the first payment due on the Effective Date. The remaining balance of $418,019.89 is treated as a general unsecured claim in Class 2B. * CLASS 1(B) - American Express, N.A. holds a claim secured by a UCC-1 Financing Statement, with a claim amount of $211,975 as of the Petition date. This class is impaired. The treatment of American Express, N.A.'s claim shall be pursuant to the terms and provisions of that Claim Treatment Stipulation between the parties and related order thereon at Docket Numbers [158 and 160]. American Express, N.A. shall have an allowed secured claim of $21,197.50 ("secured claim") to be paid over 60 months, with the first payment of $353.29 due on the Effective Date, and continuing on the first day of each month thereafter for a period of 59 months until the balance of the secured claim is paid in full. American Express, N.A. agrees to be paid the $190,777.50 remainder due and owing to it as an unsecured creditor under the Plan at the same rate and pro-rata amounts as the other unsecured creditors identified in Class 2B. * CLASS 1(C) - Kalamata Capital Group holds a claim secured by a UCC-1 Financing Statement, with a claim amount of $334,317 as of the Petition date. Claim is filed for $448,000 and Debtor requested Kalamata to file an amended POC. This class is impaired. Debtor proposes to pay Kalamata Capital Group $33,431.70 as a secured claim at $557.19 per month for 60 months, with the first payment due on the Effective Date. The remaining balance of $300,885.30 is treated as a general unsecured claim in Class 2B. * CLASS 1(D) - Pearl Beta Funding LLC holds a claim secured by a UCC-1 Financing Statement, with a claim amount of $107,464.86 as of the Petition date. This class is impaired. Debtor proposes to Pearl Beta Funding LLC $10,746.48 as a secured claim at $179.11 per month for 60 months, with the first payment due on the Effective Date. The remaining balance of $96,718.38 is treated as a general unsecured claim in Class 2B. Class 2 General Unsecured Claims are estimated to total $8,486,397.26. Holders of General Unsecured Claims will receive their pro-rata share of $784 per month for a total of $47,047 over the five-year period of the Plan. The payments will start on the first day of the first month following the month within which the Effective Date occurs. Based on the proposed payments, the unsecured class will receive approximately 1% of their claims. Class 3 Interest Holder is Paul Se Won Kim who is the Debtor's President and 100% shareholder. The amount due to Mr. Kim from the Debtor is $76, 163.08. Mr. Kim agrees to waive collection of this entire amount in order to preserve his interest in the Debtor. A full-text copy of the Disclosure Statement dated October 1, 2020, is available at https://tinyurl.com/y66x4j5x from PacerMonitor.com at no charge. A full-text copy of the Disclosure Statement dated November 11, 2020, is available at https://tinyurl.com/y5gzf8o2 from PacerMonitor.com at no charge. Attorneys for the Debtor: MICHAEL JAY BERGER LAW OFFICES OF MICHAEL JAY BERGER 9454 Wilshire Blvd. 6th Floor Beverly Hills, CA 90212-2929 Telephone: (310) 271-6223 Facsimile: (310) 271-9805 michael.berger@bankruptcypower.com About Talk Venture Group Talk Venture Group, Inc., sells a variety of products, including baby safety products, auto towing straps, security surveillance cameras, and bicycling apparel and shoes. Talk Venture Group filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 19-14893) on Dec. 19, 2019. In the petition signed by Paul Se Won Kim, president, the Debtor was estimated to have under $500,000 in assets and under $10 million in liabilities. The Hon. Theodor Albert oversees the case. The Debtor is represented by Michael Jay Berger, Esq., at Law Offices of Michael Jay Berger. TALK VENTURE: US Trustee Says Disclosures Not Feasible ------------------------------------------------------ The United States Trustee objects to the Disclosure Statement of Talk Venture Group, Inc. The U.S. Trustee says the Plan as described by the Disclosure Statement is not feasible on its face. It allows for cram-down of a non-consenting impaired class while the equity holder retains his interest even though the Debtor is paying unsecured creditors 1% of their claims over 60 months. This treatment violates the absolute priority rule under 11 U.S.C. §1129(b)(2)(B) as the Plan does not propose a "new value" contribution consistent with the factors articulated by the Ninth Circuit. The U.S. Trustee adds that: * The description of secured claims (DS pp. 21-22 of 78) needs to include the collateral securing each claim and the value of that collateral to support the Plan's reduction of the amount of each of the four secured claims described in Class 1(A), 1(B), 1(C) and 1(D). * The description of Class 2 general unsecured claims (DS p. 22 of 78) needs to specify if the total claims described ($8,486,397.26) includes the undersecured portion of Class 1 secured claims, which are being treated as Class 2 claims. * The Exhibit C projections which were provided to support the Plan's feasibility do not serve that purpose. In its current form, Exhibit C does not provide the Debtor's net profit (or loss for each month) – it only lists aggregate income and monthly expenses; this omission prevents interested parties from determining whether the projections allow the Debtor to pay enumerated expenses. About Talk Venture Group Talk Venture Group, Inc., sells a variety of products, including baby safety products, auto towing straps, security surveillance cameras, and bicycling apparel and shoes. Talk Venture Group filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 19-14893) on Dec. 19, 2019. In the petition signed by Paul Se Won Kim, president, the Debtor was estimated to have under $500,000 in assets and under $10 million in liabilities. The Hon. Theodor Albert oversees the case. The Debtor is represented by Michael Jay Berger, Esq., at Law Offices of Michael Jay Berger. TALK VENTURE: Wells Fargo Says Plan Patently Unconfirmable ---------------------------------------------------------- Secured Creditor Wells Fargo Bank objects to the Disclosure Statement of Talk Venture Group, Inc. The Disclosure Statement falls woefully short of the requirement that it provide adequate information necessary to enable Secured Creditor Wells Fargo Bank ("Wells") to make an informed judgment about the plan. Specifically, there is no information about how and why the Debtor, Talk Venture Group, Inc. determined what portion of a Wells' second lien priority claim is wholly secured when junior creditors are being provided partially secured claims, how and why the Debtor determined what collateral each secured claimed attached to and how the Debtor proposes to pay its principal when neither the plan projections nor the monthly operating reports indicate the Debtor will have sufficient income. The Plan is patently unconfirmable because the Debtor's principal's waiver of his alleged administrative claim does meet the requirements of the absolute priority rule. The Disclosure Statement fails to explain why one of the Wells Claims is being treated entirely as unsecured, despite having a perfected blanket lien on all of the Debtor's assets in second position only to Wells's other claim, whilst other junior creditors such as American Express (6th position), Kalamata Capital Group (8th position) and Pearl Delta Funding, LLC (10th position), are being treated as partially secured. There is little information about how the Plan will be funded. Specifically, the Debtor states "The Debtor will fund the Plan from the continued operation of its online Amazon sales business. Debtor will have a reserve account or third-party funding in the event there are not sufficient funds in the estate to cover the deficits reflected in the budget." However, there is no information about the alleged reserve account, how it will be maintained, what portion of its sales will be set aside and deposited into the reserve account and how often funds will be deposited. Wells submits that the plan is not being proposed in good faith. The plan on its face is incomplete as it omits the most basic points regarding Wells Claims, which leads to the conclusion that the plan proponents do not take seriously nor have the ability to confirm a plan. Attorneys for Wells Fargo: RAFFI KHATCHADOURIAN CASEY Z. DONOYAN HEMAR, ROUSSO & HEALD, LLP 15910 Ventura Boulevard, 12th Floor Encino, California 91436 Telephone: (818) 501-3800 Facsimile: (818) 501-2985 About Talk Venture Group Talk Venture Group, Inc., sells a variety of products, including baby safety products, auto towing straps, security surveillance cameras, and bicycling apparel and shoes. Talk Venture Group filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 19-14893) on Dec. 19, 2019. In the petition signed by Paul Se Won Kim, president, the Debtor was estimated to have under $500,000 in assets and under $10 million in liabilities. The Hon. Theodor Albert oversees the case. The Debtor is represented by Michael Jay Berger, Esq., at Law Offices of Michael Jay Berger. TECHNOGLASS INC: Fitch Affirms BB- LT IDRs, Outlook Stable ---------------------------------------------------------- Fitch Ratings has affirmed Tecnoglass, Inc.'s Long-Term, Foreign- and Local-Currency Issuer Default Ratings (IDRs) at 'BB-'. Fitch has also affirmed Tecnoglass' USD210 million senior notes due 2022. The Rating Outlook is Stable. The ratings reflect Tecnoglass' competitive cost structure, above-average growth profile supported by its solid order backlog, long-term relationships with customers and robust demand for its products. The ratings are tempered by its production site concentration and high working capital needs, which have resulted in weak cash flow from operations during periods of rapid growth. The ratings also reflect the high cyclicality of the new construction industry that leads to cash flow volatility. KEY RATING DRIVERS Fragmented and Competitive Industry: Tecnoglass Inc. operates in a highly competitive and fragmented industry. Competition is based primarily on a manufacturer's ability to meet product specifications and delivery time frames, as well as perceived quality and price. The company's competitors have varying degrees of specialization and end-market or geographic diversification, including a limited number of competitors with more established brand names and greater financial resources. Low Cost Structure: Tecnoglass derives over 90% of total revenues from the U.S. market. About two-thirds of its revenues stem from the sale of windows and glass-based facades. The company transforms flat glass and aluminum into tempered or laminated glass windows and facades with insulation, noise reduction and other features. This vertical integration coupled with competitive labor and transportation costs relative to U.S.-based competitors has led to above-industry-average profitability. Production Site Concentration: The company manufactures most of its products out of a mega facility in Barranquilla, Colombia. Fitch believes any disruption to this site could impair Tecnoglass' ability to manufacture or distribute its products, which could cause it to incur higher costs or longer lead times, lost revenue and reduced cash flow. The ratings do not contemplate a catastrophic event, but acknowledge the company's production concentration in a single facility. Solid Order Backlog: Tecnoglass has grown rapidly since 2012, as it gained new business, particularly in the U.S. The company's operating EBITDA increased to USD81 million in 2019 from USD73 million in 2018 and USD58 million in 2017 as the company's residential market share has grown and its U.S. backlog has continued to be executed. Fitch projects that the company will generate about USD90 million of operating EBITDA in 2020. EBITDA over the next two years is not expected to grow materially given the slowdown in construction activity expected as a result of the economic weakness of the U.S. economy. Tecnoglass' order backlog remained stable when compared with a year ago at USD536 million as of Sept. 30, 2020. Growing Residential Market Penetration: Tecnoglass' revenues from the residential market have grown to approximately USD65 million as of LTM through September 2020 from USD7 million in 2017. Increasing penetration in this market is positive as typically residential construction and commercial construction have differing cycles. Additionally, most of Tecnoglass' growth in this segment is oriented to the repair and remodel sector, which generally exhibits fewer volatile characteristics compared with the new construction market (both residential and commercial). Sales to this market represented 17% of Tecnoglass' total consolidated revenue as of the LTM through September 2020. Completed Investments: The company made aggregate investments of approximately USD250 million between 2012-2016 to support its growth. Most of these investments increased its capacity to produce aluminum extrusions and low emissivity (Low-E) glass. Low-E window products should remain a popular feature of energy-efficient buildings. Tecnoglass entered into a joint venture agreement with Saint-Gobain S.A. whereby Tecnoglass acquired a 25% interest in Saint-Gobain's subsidiary Vidrio Andino, S.A. in January 2019. Vidrio Andino's float glass plant located at the outskirts of Bogota is one of Tecnoglass' main suppliers of glass. The joint venture expects to develop a second float glass plant in Barranquilla, which should lead to important efficiencies once it becomes operational in 2022. DERIVATION SUMMARY Tecnoglass' competitors are mostly regional and local window manufacturers that would typically be rated in the low 'BB' to 'B' rating categories. Characteristics of companies in these rating levels include limited scale and breadth of offering, replicable competitive advantages, and low geographic and end-market diversification. A fragmented industry where the number of industry players fluctuates with the cycle is also a feature of companies in those levels. A limited number of competitors of large scale, ample product offerings, meaningful geographic diversification, strong competitive positions and solid financial profiles, such as PPG Industries, Inc. (A-/Negative) participate across a broad spectrum of building products. Tecnoglass' rating of 'BB-'/Stable reflects its good market position in windows and glass-based facades, its low-cost base and long-term expected growth rate. Against Latin American corporates rated 'BB-', Tecnoglass' financial profile compares favorably in terms of leverage yet poorly in cash flow coverage largely reflecting the company's smaller scale. Total adjusted debt/EBITDA and FFO fixed-charge coverage for the median 'BB-' corporate rating are 4.0x and 2.9x, respectively. These compare with expectations for Tecnoglass' metrics of approximately 3.0x and 2.5x, respectively. KEY ASSUMPTIONS Low double-digit sales contraction in 2020 followed by high-single digit growth in 2021; Yearly cash flow from operations (CFFO) remains positive over the intermediate term; Net leverage below 3.0x over the intermediate term; Gross leverage at or below 3.5x over the intermediate term. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - An upgrade is unlikely in the medium term; however, positive rating actions could be driven by a strengthening of Tecnoglass' business scale and diversification; - Stable operating cash flow generation through industry and economic cycles resulting in leverage levels of total debt/EBITDA at or below 2.0x and net debt/EBITDA below 1.5x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Declining backlog and product sales with a loss of competitive position; - Persistently negative CFFO and reduced liquidity; - Expectations of total debt/EBITDA persistently above 3.5x or net debt/EBITDA above 3.0x; - Large debt-financed acquisitions. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Tecnoglass' liquidity is adequate, primarily supported by cash flow from operations expectations of around USD30 million-USD40 million per year, low leverage and cash and cash equivalents of USD69 million as of Sept. 30, 2020. Completed investments mitigate the need for large capex in the next 2-3 years. The company's main operating funding needs will be working capital should growth accelerate. Tecnoglass entered a credit agreement for an amount of USD300 million. The agreement provides a USD250 million term loan facility, from which the company expects to draw funds for general corporate purposes as well as to repay its USD210 million senior notes at the beginning of 2021. Tecnoglass should be able to continue to finance modest acquisitions or organic investments while maintaining gross and net leverage within 3.5x and 3.0x, respectively. The company's total debt at USD248 million as of third-quarter 2020. 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 Tecnoglass Inc.: Governance 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. TECTA AMERICA: Moody's Upgrades CFR to B2, Outlook Stable --------------------------------------------------------- Moody's Investors Service upgraded Tecta America Corp's Corporate Family Rating to B2 from B3, Probability of Default Rating to B2-PD from B3-PD and senior secured ratings to B2 from B3. The outlook remains stable. The rating upgrade reflects Moody's expectation for continued improvement in Tecta's credit profile, predictability in free cash flow, good liquidity and on-going solid execution. "Despite the uncertain economic environment, Moody's expects Tecta to grow its revenue and generate material free cash benefitting from stable underlying growth drivers and higher operating efficiencies," said Scott Manduca, a Moody's VP-Senior Analyst. The following rating actions were taken: Upgrades: Issuer: Tecta America Corp Corporate Family Rating, Upgraded to B2 from B3 Probability of Default Rating, Upgraded to B2-PD from B3-PD Senior Secured Bank Credit Facility, Upgraded to B2 (LGD3) from B3 (LGD3) Outlook Actions: Issuer: Tecta America Corp Outlook, Remains Stable RATINGS RATIONALE Tecta's B2 CFR reflects the company's market position as one of the leading providers of roofing maintenance and replacement services to the commercial and industrial end markets, its diversified customer base, and nationwide footprint. Moody's rating is also supported by the company's solid operating margins, predictable free cash flow and a good liquidity profile with no significant debt maturities due until November 2025. At the same time, Moody's credit rating takes into consideration the company's vulnerability to cyclical end markets and its elevated debt leverage. At December 31, 2020, Moody's expects total-debt-to EBITDA to be at 4.9x. The stable outlook reflects Moody's expectation Tecta will steadily grow its revenues organically, improve its profitability, and generate cash that can be used to de-lever its balance sheet. Moody's expects Tecta will maintain a good liquidity profile supported by approximately $53 million in cash at September 30, 2020, $60 million in availability under the company's undrawn revolving credit (expiring November 2023) and Moody's expectation of $40 million in free cash flow by year-end 2020. Tecta's senior secured revolving credit facility's principal financial covenant is based on revolver usage. If the revolver usage exceeds 35% of commitments, Tecta then must maintain a first lien leverage ratio of no more than 7.70x until usage falls below the maximum threshold. Moody's does not expect the net leverage covenant ratio test will be triggered over the next 12 months. Tecta's senior secured term loan (due November 2025) does not have financial maintenance covenants. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if: -- Debt-to-EBITDA is below 4.5x for a sustained period of time. -- EBITA-to-Interest expense is above 3.0x for a sustained period of time -- The company improves its free cash flow and its liquidity profile The ratings could be downgraded if: -- Debt-to-EBITDA is above 5.5x for a sustained period of time -- EBITA-to-Interest expense is below 2.0x for a sustained period of time -- The company's liquidity or operating performance deteriorates The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in Rosemont, IL, Tecta America Corp provides roofing maintenance and replacement services to the commercial and industrial end markets in the US. Altas Partners, through its affiliates, is the primary owner of Tecta. For the LTM period ended September 30, 2020, Tecta generated $717 million in revenues. TENTLOGIX INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Tentlogix Inc. 19100 SW Warfield Boulevard Indianatown, FL 34956 Business Description: Tentlogix Inc. is a tent rental service provider. Chapter 11 Petition Date: November 27, 2020 Court: United States Bankruptcy Court Southern District of Florida Case No.: 20-22971 Judge: Hon. Mindy A. Mora Debtor's Counsel: Craig I. Kelley, Esq. KELLY, FULTON & KAPLAN, P.L. 1665 Palm Beach Lakes Blvd The Forum - Suite 1000 West Palm Beach, FL 33401 Tel: 561-491-1200 Email: dana@kelleylawoffice.com Total Assets: $3,135,866 Total Liabilities: $10,689,420 The petition was signed by Gary Hendry, chief executive officer. 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/LNCYRWI/Tentlogix_Inc__flsbke-20-22971__0001.0.pdf?mcid=tGE4TAMA THROOP VENTURES: Chondrite Says Disclosures Misleading ------------------------------------------------------ Chondrite Reo, LLC, objects to Throop Ventures LLC's Amended Plan of Reorganization and Amended Disclosure Statement, both filed on October 1, 2020, as follows: The Plan fails to provide for payment of the full amount of CHONDRITE's claim as shown in its filed Proof of Claim, and asserts that the claim is impaired. Hence, the plan is rejected by CHONDRITE, and CHONDRITE objects to confirmation of such plan as it fails to meet the requirements of the bankruptcy code. The Plan and the Disclosure Statement, fail to state what CHONDRITE's full proof of claim is, and incorrectly states that the "approximate principle" is $2,650,000.00. As indicated in the proof of claim attached as Exhibit "E", CHONDRITE's lien as of the date of filing was $4,083.830.00, and in that regard both the Plan and Disclosure Statement are misleading. CHONDRITE respectfully asserts that the debtor's proposed plan fails to meet many of said requirements, including but not limited to: * 1129(a)(2), given that the Disclosure Statement is insufficient, and no proper notice has been provided. * 1129(a)(3), given that the plan was not filed in good faith, where there is no likelihood of success as detailed herein. Further, as detailed above, the debtor's Disclosure Statement and Plan fail to state what CHONDRITE's actual claim amount is, and indicates a lower amount, just to make the plan look fair. Hence, as the debtor's statements in the Plan as to the debt amount are misleading, it was not filed in good faith. * 1129(a)(5), given that the plan fails to disclose identity and affiliation of individuals that will serve as directors, officers, and insiders. * 1129(a)(8), given that CHONDRTIE, classified as Class 2 impaired class, has rejected and not accepted the plan. * 1129(a)(9), given that despite the liquidation analysis attached to the Disclosure Statement indicating property taxes of $48,450, they have not been listed in debtor's petition, nor has repayment of such priority claim been provided for in the Plan. * 1129(a)(11), given that based on the debtor's income, and proposed expired refinancing offer both analyzed above, there is no means of implementation of the plan Attorneys for CHONDRITE REO, LLC: Doris Barkhordar, Esq. Deutsch &Schneider, LLP 79-37 Myrtle Avenue Glendale, New York 11385 (718) 417-1700 About Throop Ventures Throop Ventures is a New York limited partnership with its principal place of business in Brooklyn, New York. Throop Ventures operates the real property known as 417 Throop Avenue, Brooklyn, New York 11221, Block: 1806; Lot: 9. The Property consists of eight residential units and one commercial unit. The total rent roll should be $23,050 on a monthly basis. However, due to the COVID-19 Pandemic the rents have decreased. Grace Equities, LLC, holds a 42% interest, Eugene Equities, LLC, has a 9% interest and Moshe Freidman holds a 49% interest. Throop Ventures LLC filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 20-41478) on March 11, 2020. In the petition signed by Michael Israel, member, the Debtor disclosed total assets of $2,415,046 and total liabilities of $3,595,493. KISHNER, MILLER, HIMES, P.C., led by Vivian Sobers, is the Debtor's counsel. THROOP VENTURES: Unsecured Creditors Will Get 22% of Its Claims --------------------------------------------------------------- Throop Ventures, LLC, a New York limited partnership, filed the Amended Disclosure Statement in support of Plan of Reorganization on October 1, 2020. The Plan contemplates the Reorganized Debtor's restructuring of its debt obligations and continued operation of the Property. Financing for the Plan will come from approximately $2.25 million in loans for the secured debt and a restructuring of the remaining debt held by creditors. The Debtor has claims to general unsecured creditors in an aggregate of approximately $2,289,830.00. Class 4 General Unsecured Claims will receive beginning 30 days after the Effective Date, the Reorganized Debtor shall make payments in equal installments for a period of 5 years, paying 22% of each claim. The payments contemplated under this provision shall be made from the revenues of the Property, ongoing business operations and/or owners' contributions. Payment in full or partial satisfaction of the Allowed Class 4 Claim may be made at any time without pre-payment penalty. Class 5 claim is comprised of claims from one equity holder, Moishe Friedman in the amount of $153,000.00, the Debtor shall make payments in equal installments for a period of 5 years, paying 22% of the claim. Moishe Friedman will relinquish his equity interest, the Debtor will then be comprised of Grace Equities, holding 75% and Eugene Equities holding 25%. A full-text copy of the amended disclosure statement dated October 1, 2020, is available at https://tinyurl.com/y38bkyk9 from PacerMonitor.com at no charge. Counsel for Throop Ventures, LLC: Vivian Sobers, Esq. Sobers Law, PLLC 11 Broadway, Suite 615 New York, New York 10004 Telephone: (917) 225-4501 About Throop Ventures Throop Ventures is a New York limited partnership with its principal place of business in Brooklyn, New York. Throop Ventures operates the real property known as 417 Throop Avenue, Brooklyn, New York 11221, Block: 1806; Lot: 9. The Property consists of eight residential units and one commercial unit. The total rent roll should be $23,050 on a monthly basis. However, due to the COVID-19 Pandemic the rents have decreased. Grace Equities, LLC, holds a 42% interest, Eugene Equities, LLC, has a 9% interest and Moshe Freidman holds a 49% interest. Throop Ventures LLC filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 20-41478) on March 11, 2020. In the petition signed by Michael Israel, member, the Debtor disclosed total assets of $2,415,046 and total liabilities of $3,595,493. KISHNER, MILLER, HIMES, P.C., led by Vivian Sobers, is the Debtor's counsel. TPT GLOBAL: $50 Million Equity Raise Qualified by SEC ----------------------------------------------------- The U.S. Securities and Exchange Commission has qualified TPT Global Tech, Inc.'s Preferred Series D $50M Reg A+ Offering enabling the Company to raise equity in the US Capital markets. Through the Offering, TPTW can raise up to a maximum of $50,000,000 without a minimum, by way of a Series D Preferred Stock at $5.00 per share. The Company intends to use the proceeds from the Offering for debt reduction, 5G network expansion plan throughout its TPT SpeedConnect Midwestern network, launching its TV and Social Media Platform, deployment of QuikLABS across the United States and abroad, as well as support of general and administrative expenses and general working capital, among other things. The Offering will be made available to persons who are both non-accredited and accredited investors (defined under Rule 501(a) of Regulation D promulgated under the Securities Act). The Series D Shares will automatically convert into shares of Common Stock upon the Company's consummation of listing on a National Exchange. The holder may convert to common at any time after 18 months from issuance to common stock based upon $5.00 divided by 80% of the 30-day average market closing price to result in number of common shares issued. The company has redemption rights to buy the Preferred shares back at between 115% to 140% on a time related progressive scale. "It has been a long and challenging ride over these past several years to position the company to be able to finally raise capital in the US Capital markets. This is truly a milestone and a testament of the quality of work from our TPT SEC Legal team, CFO, Back Office and our TPT Management team. We look forward to executing our corporate objectives at an accelerated pace with new working capital into the company," says Stephen Thomas CEO of TPTW. About TPT Global Tech TPT Global Tech Inc. (OTC:TPTW) based in San Diego, California, is a Technology/Telecommunications Media Content Hub for Domestic and International syndication and also provides technology solutions to businesses domestically and worldwide. TPT Global offers Software as a Service (SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS) and carrier-grade performance and support for businesses over its private IP MPLS fiber and wireless network in the United States. TPT's cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media and collaboration features in today's global technology markets. TPT's also operates as a Master Distributor for Nationwide Mobile Virtual Network Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cellphone services, Mobile phones Cellphone Accessories and Global Roaming Cellphones. TPT Global reported a net loss of $14.03 million for the year ended Dec. 31, 2019, compared to a net loss of $5.38 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $15.96 million in total assets, $36.86 million in total liabilities, $4.79 million in total mezzanine equity, and a total stockholders' deficit of $25.69 million. Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 14, 2020 citing that the Company has suffered recurring losses from operations and has a net capital deficiency which raise substantial doubt about its ability to continue as a going concern. TPT GLOBAL: Subsidiary Completes Thomas Scientific Sales Training ----------------------------------------------------------------- TPT Global Tech, Inc.'s subsidiary TPT MedTech, LLC completed the QuikLAb and SaniQUIK product training of the Thomas Scientific Sales Force, a fastest-growing scientific distributor. As of Oct. 6, 2020, TPT Med Tech's products are officially launched with Thomas Scientific and information is available on their website. "Thomas Scientific's team of 135 Sales Representatives have decades of experience and relationships in the Health Care Sector which is critical in the growth of TPT MedTech," says Stephen Thomas, CEO of TPT Global Tech, "The training is another milestone met. We are truly excited to have our products officially launched with Thomas Scientific. We look forward to a very long and profitable relationship with them." TPT Med Tech provides advanced mobile testing labs, sanitizing cabins, and high-quality PPE products. QuikLAB is a CLIA Certified Lab designed and manufactured to provide on-site COVID-19 testing services to hospitals, businesses, and communities where rapid incremental infrastructure is needed, including during emergencies like pandemics and other natural disasters. SANIQuik offers Sanitizing Units that are placed at all entry points to provide a clear safety barrier before access. It is recommended for hospitals, long-term care facilities, manufacturing, hospitality, sporting venues, airports, business, and government buildings. About TPT Global Tech TPT Global Tech Inc. (OTC:TPTW) based in San Diego, California, is a Technology/Telecommunications Media Content Hub for Domestic and International syndication and also provides technology solutions to businesses domestically and worldwide. TPT Global offers Software as a Service (SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS) and carrier-grade performance and support for businesses over its private IP MPLS fiber and wireless network in the United States. TPT's cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media and collaboration features in today's global technology markets. TPT's also operates as a Master Distributor for Nationwide Mobile Virtual Network Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cellphone services, Mobile phones Cellphone Accessories and Global Roaming Cellphones. TPT Global reported a net loss of $14.03 million for the year ended Dec. 31, 2019, compared to a net loss of $5.38 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $15.96 million in total assets, $36.86 million in total liabilities, $4.79 million in total mezzanine equity, and a total stockholders' deficit of $25.69 million. Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 14, 2020 citing that the Company has suffered recurring losses from operations and has a net capital deficiency which raise substantial doubt about its ability to continue as a going concern. TUESDAY MORNING: Equity Committee Seeks to Hire Financial Advisor ----------------------------------------------------------------- The official committee of equity security holders of Tuesday Morning Corporation, and its affiliates, seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to retain PJ Solomon, L.P. and PJ Solomon Securities, LLC as its financial advisor and investment banker. The committee requires the firms to: (a) Advise the equity committee on any potential or actual "M&A transaction." "M&A transaction means a transaction or series of related transactions whereby, directly or indirectly, a significant portion of the equity securities of the Debtors or a significant portion of any of the businesses or assets of the Debtors are transferred to, disposed of, or combined with one or more persons, groups of persons, partnerships, corporations or any other entity, including, without limitation, via the acquisition of all or any portion of the assets, properties, businesses, or securities of the Debtors by way of a direct or indirect acquisition, purchase, exchange, joint venture, partnership, other business combination, or other means, including, without limitation, transactions under Section 363 of the Bankruptcy Code. (b) Assist and advise the equity committee in examining and analyzing any potential or proposed restructuring, reorganization, rescheduling, recapitalization, reduction, cancellation, elimination, retirement, refinancing, issuance, placement, purchase, repurchase, or a material modification or amendment of all or any material portion of the Debtors' debt securities or other indebtedness, obligations or liabilities, preferred stock, common stock, or hybrid securities, however such result is achieved, including, without limitation, through the Debtors' proposed chapter 11 plan of reorganization or any other plan confirmed in connection with the Debtors' cases. (c) Assist and advise the equity committee in evaluating and analyzing any exit financing for the Debtors as well as other potential financing alternatives. (d) Advise the equity committee on any capital structure, debt capacity, and feasibility issues in connection with any transaction. (e) Become familiar with, to the extent the firms deem appropriate, and analyze the business, operations, properties, financial condition, and prospects of the Debtors; (f) assist and advise the equity committee in evaluating and negotiating any restructuring proposals and alternatives, and evaluating the impact on recoveries to holders of equity; (g) advise the equity committee on the current state of the "restructuring market"; (h) assist and advise the equity committee in implementing a transaction involving the Debtors; (i) assist and advise the equity committee in evaluating and analyzing any transaction, including any securities or debt instruments that may be issued in any such transaction; (j) provide valuation analysis and testimony, as necessary and appropriate, with respect to matters on which the firms have been engaged to advise the equity committee in these cases; and (k) render such other investment banking and financial advisory services as may from time to time be agreed upon by the equity committee and the firms. The firms will be paid as follows: a. A monthly advisory fee of $250,000. The first monthly advisory fee shall be prorated for the month of October 2020. Commencing with the November 2020 monthly advisory fee, the monthly advisory fees will be earned and due in advance on the first day of each month. b. Transaction Fee. Upon consummation of a plan, a fee in the amount of $500,000, provided that (i) the equity committee does not affirmatively oppose confirmation of the plan and (ii) the equity committee votes affirmatively, in accordance with its by-laws, to approve the payment of the transaction fee. c. Expense Reimbursement. Whether or not a transaction is consummated, the Debtors shall reimburse the firms for their out-of-pocket expenses incurred. Scott Moses, a managing director at PJ Solomon, disclosed in court filings that the firms are "disinterested persons" as that term is defined in section 101(14) of the Bankruptcy Code. The firms can be reached through: Tero Janne PJ Solomon, L.P. PJ Solomon Securities, LLC 1345 Avenue of the Americas 31st Floor New York, NY 10105 Telephone: (212) 508-1675 About Tuesday Morning Corporation Tuesday Morning Corporation, together with its subsidiaries, is a closeout retailer of upscale home furnishings, housewares, gifts, and related items. It operates under the trade name "Tuesday Morning" and is one of the original "off-price" retailers specializing in providing unique home and lifestyle goods at bargain values. Based in Dallas, Tuesday Morning operated 705 stores in 40 states as of Jan. 1, 2020. For more information, visit http://www.tuesdaymorning.com/ On May 27, 2020, Tuesday Morning and six affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 20-31476). Tuesday Morning disclosed total assets of $92 million and total liabilities of $88.35 million as of April 30, 2020. The Hon. Harlin Dewayne Hale is the case judge. The Debtors tapped Haynes and Boone, LLP as general bankruptcy counsel; Alixpartners LLP as financial advisor; Stifel, Nicolaus & Co., Inc. as investment banker; A&G Realty Partners, LLC as real estate consultant; and Great American Group, LLC as liquidation consultant. Epiq Corporate Restructuring, LLC, is the claims and noticing agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on June 9, 2020. The creditors committee is represented by Munsch Hardt Kopf & Harr, P.C. Winstead PC, as Texas co-counsel. On Oct. 5, 2020, the Office of the U.S. Trustee appointed a committee to represent equity security holders. The equity committee tapped Pachulski Stang Ziehl & Jones, LLP as its legal counsel, and PJ Solomon, L.P. and PJ Solomon Securities, LLC as its financial advisor and investment banker. TUESDAY MORNING: Equity Committee Taps Pachulski Stang as Counsel ----------------------------------------------------------------- The official committee of equity security holders of Tuesday Morning Corporation and its affiliates seeks authorization from the U.S. Bankruptcy Court for the Northern District of Texas to retain Pachulski Stang Ziehl & Jones LLP as its lead counsel. a. assist, advise, and represent the equity committee in its consultations with the Debtors regarding the administration of their Chapter 11 cases; b. assist, advise, and represent the equity committee in analyzing the Debtors' assets and liabilities, investigating the extent and validity of liens and participating in and reviewing any proposed asset sales, any asset dispositions, financing arrangements and cash collateral stipulations or proceedings; c. assist, advise, and represent the equity committee in any manner relevant to reviewing and determining the Debtors' rights and obligations under leases and other executory contracts; d. assist, advise, and represent the equity committee in investigating the acts, conduct, assets, liabilities and financial condition of the Debtors, the Debtors' operations and the desirability of the continuance of any portion of those operations, and any other matters relevant to the cases or to the formulation of a plan; e. assist, advise, and represent the equity committee in its participation in the negotiation, formulation and drafting of a plan of liquidation or reorganization; f. advise the equity committee on the issues concerning the appointment of a trustee or examiner under Section 1104 of the Bankruptcy Code; g. advise the equity committee regarding its powers and duties under the Bankruptcy Code and the Bankruptcy Rules; h. assist, advise, and represent the equity committee in the evaluation of claims and on any litigation matters, including avoidance actions and claims against directors and officers and any other party; and i. provide such other services to the equity committee as may be necessary or appropriate in the Debtors' cases. The firm's standard hourly rates are: Partners $750 - $1,495 Of Counsel $675 - $1,125 Associates $625 Paraprofessionals $395 - $425 Bradford Sandler, Esq., a member of Pachulski, disclosed in court filings that the firm does not represent any interest adverse to the committee, the Debtors or the estates in the matters upon which it is to be engaged. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Mr. Sandler disclosed that: -- Pachulski has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; -- none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case; -- the firm has not represented the equity committee in the 12 months prior to the Debtors' Chapter 11 filing; and -- Pachulski is developing a budget and staffing plan that will be presented for approval by the equity committee and anticipates filing a committee-approved budget at the time it files its interim and final fee applications. The firm can be reached through: Bradford J. Sandler, Esq. Pachulski Stang Ziehl & Jones, LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: bsandler@pszjlaw.com About Tuesday Morning Corporation Tuesday Morning Corporation, together with its subsidiaries, is a closeout retailer of upscale home furnishings, housewares, gifts, and related items. It operates under the trade name "Tuesday Morning" and is one of the original "off-price" retailers specializing in providing unique home and lifestyle goods at bargain values. Based in Dallas, Tuesday Morning operated 705 stores in 40 states as of Jan. 1, 2020. For more information, visit http://www.tuesdaymorning.com/ On May 27, 2020, Tuesday Morning and six affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 20-31476). Tuesday Morning disclosed total assets of $92 million and total liabilities of $88.35 million as of April 30, 2020. The Hon. Harlin Dewayne Hale is the case judge. The Debtors tapped Haynes and Boone, LLP as general bankruptcy counsel; Alixpartners LLP as financial advisor; Stifel, Nicolaus & Co., Inc. as investment banker; A&G Realty Partners, LLC as real estate consultant; and Great American Group, LLC as liquidation consultant. Epiq Corporate Restructuring, LLC, is the claims and noticing agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on June 9, 2020. The creditors committee is represented by Munsch Hardt Kopf & Harr, P.C. Winstead PC, as Texas co-counsel. On Oct. 5, 2020, the Office of the U.S. Trustee appointed a committee to represent equity security holders. The equity committee tapped Pachulski Stang Ziehl & Jones, LLP as its legal counsel, and PJ Solomon, L.P. and PJ Solomon Securities, LLC as its financial advisor and investment banker. TWO WHEELS PROPERTIES: Gets OK to Hire Acosta Law as Counsel ------------------------------------------------------------ Two Wheels Properties, LLC received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Acosta Law, P.C. as its counsel. The services to be rendered by Acosta Law are: a. analyse the financial situation, and rendering advice and assistance to the Debtor; b. advise the Debtor with respect to its rights, duties, and powers in its Chapter 11 case; c. represent the Debtor at all hearings and other proceedings; d. prepare legal papers; e. represent the Debtor at any meeting of creditors; f. represent the Debtor in all proceedings before the bankruptcy court and in any other judicial or administrative proceeding where the rights of the Debtor may be litigated or otherwise affected; g. prepare and file a disclosure statement and Chapter 11 plan of reorganization; h. assist the Debtor in analyzing the claims of the creditors and in negotiating with such creditors; and i. assist the Debtor in any matters relating to or arising out of its Chapter 11 case. Acosta Law's hourly rates are: Alex Olmedo Acosta $400 Martin Lee Pack $350 Paralegal $105 The firm received a retainer in the amount of $25,000. Acosta Law neither holds nor represents an interest adverse to the Debtor's estate and is a "disinterested persons," as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Alex Olmedo Acosta, Esq. Acosta Law, P.C. 13831 Northwest Freeway, Suite 400 Houston TX 77040 Tel: 713-980-9014 Fax: 713-583-9554 Email: alex@theacostalawfirm.com About Two Wheels Properties, LLC Two Wheels Properties, LLC filed an emergency voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-35372) on Nov. 2, 2020. At the time of filing, the Debtor estimated $500,001 to $1 million in both assets and liabilities. Judge Eduardo V. Rodriguez oversees the case. Alex Olmedo Acosta at Acosta Law, P.C. serves as the Debtor's counsel. U.S. OUTDOOR: Seeks Approval to Hire CFO ---------------------------------------- U.S. Outdoor Holding LLC seeks approval from the U.S. Bankruptcy Court for the District of Oregon to employ CFO Selections, LLC as chief financial officer. CFO Selections will render these professional services: (a) advise the Debtor's employees, management, and/or consultants; (b) attend meetings on mutually agreeable dates and at mutually agreeable times and locations as requested by the Debtor, and/or; (c) carry out additional projects as requested by the Debtor and mutually agreed to as specified in the Statement of Work (SOW). Karissa Aleskus is the professional anticipated to perform services on the case. Her hourly billing rate is $165.00. To the best of the Debtor's knowledge, the firm does not hold or represent an interest adverse to the estate and is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Kevin A. Briscoe CFO SELECTIONS, LLC 310 – 120th Ave., NE, Ste. 101 Bellevue, WA 98005 Telephone: (206) 686-4480 About U.S. Outdoor Holding U.S. Outdoor Holding LLC -- https://www.usoutdoor.com/ -- is a family-owned dealer of many top outdoor brands. It has been operating since 1957. U.S. Outdoor Holding filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 20-32571) on Sep. 4, 2020. The petition was signed by Edward A. Ariniello, member manager. At the time of the filing, Debtor disclosed $1,531,809 in assets and $3,352,108 in liabilities. Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP, represents the Debtor as counsel. CFO Selections, LLC is tapped as chief financial officer. URSA PICEANCE: Court Okays $60 Million Chapter 11 Sale to Terra --------------------------------------------------------------- Law360 reports that a Delaware judge approved the $60 million Chapter 11 sale of Colorado-based natural gas driller Ursa Piceance Holdings LLC to Texas-based oil and gas company Terra Energy Partners LLC. During a hearing held virtually, U. S. Bankruptcy Judge Brendan L. Shannon gave his nod to the sale, saying the debtors demonstrated that the sale process was run in good faith and that they used their best business judgment in selecting the buyer. Ursa's attorney David Kronenberg of Sidley Austin LLPs told the judge the debtors reached out to about 95 potential buyers, and after an auction earlier in November 2020. About Ursa Piceance Ursa Piceance Holdings LLC -- http://www.ursaresources.com/-- is engaged in the development and production of oil and gas in the Piceance Basin, principally in rural areas of Western Colorado. Its operations are focused on natural gas and natural gas liquids. Ursa Piceance Holdings LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12065) on Sept. 2, 2020. The petitions were signed by Jamie Chronister, chief restructuring officer. The Hon. Karen B. Owens oversees the cases. The Debtor was estimated to have assets and liabilities of $100 million to $500 million as of the bankruptcy filing. Sidley Austin LLP has been tapped as general bankruptcy counsel to the Debtors while Young Conaway Stargatt & Taylor LLP has been tapped as Delaware counsel. Conway MacKenzie Management Services LLC serves as interim management services provider to the Debtors. Lazard Freres & Co. LLC is the Debtors' investment banker, and Prime Clerk LLC is the Debtors' claims and noticing agent. US FINANCIAL: Ameri-Star Offers Trustee $205K for Severn Property ----------------------------------------------------------------- Merrill Cohen, the Chapter 11 Trustee for the estate of US Financial Capital, Inc., asks the U.S. Bankruptcy Court for the District of Maryland to authorize the short sale of the real property located in Anne Arundel, County, Maryland, known as 90 & 92 Edelton Avenue, Severn, Maryland, to Ameri-Star Homes, Inc. for $205,000. Among the assets the Debtor listed in its bankruptcy petition is the Property. The Property is fully described in Contract of Sale. The Property is encumbered by a first priority deed of trust in favor of Merritt Lending, LLC. The balance due to Merritt on its first deed of trust is $288,191 as of Sept. 30, 2020. Merritt has agreed to the short sale of the Property. Anne Arundel County, Maryland has secured claim for unpaid real estate taxes, which are estimated to be less than $1,000. Anne Arundel County will be paid the outstanding property taxes in full from the proceeds of the sale of the Property. The Trustee obtained an Contract of Sale for the sale of the Property to the Buyer for a price of $205,000. From the proceeds of sale, the estate will receive $1,000. Merritt has approved the payment from the proceeds the ordinary and necessary closing costs of the transaction, including a real estate agent's commission not to exceed 3% of the gross sales price, outstanding real estate taxes, all real estate transfer and recording taxes and other usual settlement costs and the payment of $1,000.00 to the estate. Merritt will receive the balance of the net proceeds. The Trustee asks authority to sell the Property, and to apply the proceeds of the sale toward the satisfaction of the claim of Merritt secured by the Property as agreed by Merritt. She submits that the proposed short sale of the Property for $205,000 is commercially reasonable and represents the fair market value of the Property. She submits that with the consent of Merritt to the proposed sale, and the payment from the proceeds to the estate in the amount of $1,000, it is in the best interest of the estate that the Court authorize the Trustee to proceed to sell the Property according to the terms set forth. A copy of the Contract is available for free at https://tinyurl.com/yyjhp7r8 from PacerMonitor.com free of charge. About US Financial Capital US Financial Capital, Inc., is a privately-held company in Columbia, Maryland, engaged in activities related to real estate. It is the fee simple owner of 14 real estate properties having an aggregate value of $1.38 million. US Financial Capital sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-14018) on March 27, 2018. In the petition signed by Ronald Talbert, chief operating officer, the Debtor disclosed $1.38 million in assets and $13.92 million in liabilities. The Debtor hired the Law Office of David W. Cohen as its legal counsel. On Nov. 12, 2019, Merrill Cohen was appointed as Chapter 11 Trustee. US REAL ESTATE: Committee Seeks to Hire Sader Law as Counsel ------------------------------------------------------------ The official committee of unsecured creditors of US Real Estate Equity Builder LLC seeks authority from the U.S. Bankruptcy Court for the District of Kansas to retain the Sader Law Firm as its counsel. The committee requires Sader Law to: a) advise the committee with respect to its rights and obligations and other matters of bankruptcy law; b) represent the committee at hearings on the confirmation of a plan of reorganization and approval of a disclosure statement; c) represent the committee in adversary proceedings and other contested bankruptcy matters; and e) represent the committee in other matters that may arise in connection with the Debtor's reorganization proceeding. The firm's hourly rates are: Bradley McCormack $325 Paralegal $100 Sader Law Firm does not and will not represent any entity having an adverse interest in connection with the Debtor's case, according to court filings. The firm can be reached through: Bradley D. McCormack, Esq. The Sader Law Firm 2345 Grand Boulevard, Suite 2150 Kansas City, MO 64108 Phone: 816-561-1818 Direct: 816-595-1802 Fax: 816-561-0818 Email: bmccormack@saderlawfirm.com About US Real Estate Equity Builder LLC US Real Estate Equity Builder LLC is primarily engaged in renting and leasing real estate properties. US Real Estate Equity Builder LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. of Kan. Case No. 20-21358) on Oct. 2. 2020. US Real Estate President Sean Tarpenning signed the petition. At the time of filing, the Debtor disclosed $5,281,000 in assets and $13,985,020 in liabilities. Judge Robert D. Berger oversees the case. George J. Thomas, Esq., at Phillips & Thomas LLC, represents the Debtor as counsel. V.S. INVESTMENT: Chung Buying Seattle Property for $885K -------------------------------------------------------- V.S. Investment Assoc., LLC, asks the U.S. Bankruptcy Court for the Western District of Washington to authorize the sale of the real property located at 2469 S. College Street, Seattle, Washington to Ming-Han Chung for $885,000, free and clear of all liens, subject to higher and better offers. The Debtor engaged the services of Shawn Perry with Windemere Real Estate North, Inc. to list the property for sale. The property was listed for sale on July 2, 2020. The Court signed an Order Approving the Sale of Real Property Free and Clear of Liens for 2469 S. College to Thomas M. Kranzle for $1.025 million. The contract was contingent upon Mr. Kranzle obtaining financing to purchase the property which he was unable to do. As a result, the contract was terminated and relisted for sale. The Debtor has received a new offer to purchase the 2469 S. College for $885,000 from Chung. In the current market conditions, the present offer is the highest and best offer received. The subject property is one of a four-unit real estate development project listed on the Debtor's Schedule A/B. The Court signed an order authorized the sale of one of the four units free and clear of liens on 9/15/2020. That sale closed on 9/24/2020. The remaining three units are encumbered by liens in the following priority and amounts: (i) BRMK Lending, LLC (4/21/2016) - $3,561,425, (ii) Paul Greben (1/16/2020, amended 1/21/2020) - $598,500, and (iii) Ecocline Exc. & Utilities LLC (1/30/2020) - $137,205. The Debtor asks authority to pay the first position Deed of Trust of BRMK Lending, LLC, successor by merger to PBRELF I, LLC all remaining proceeds after costs of closing, including real estate commissions, taxes, U.S. Trustee's fees and other closing costs, as satisfaction of its lien against the property. Finally, it asks waiver of the 14-day period under Bankruptcy Rule 6004(h). A telephonic hearing on the Motion was set for Nov. 20, 2020 at 9:30 a.m. The objection deadline was Nov. 13, 2020. About V.S. Investment V S Investment Assoc LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 20-11541) on May 29, 2020. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million and liabilities of the same range. Judge Christopher M. Alston oversees the case. The Debtor has tapped Bountiful Law, PLLC, as its legal counsel. On July 2, 2020, the Court appointed Shawn Perry at Windemere Real Estate North, Inc., as the real estate agent for the estate. WALKER ENVIRONMENTAL: Unsecureds to Recover 100% in 3 Years ----------------------------------------------------------- Walker Environmental Services, Inc., d/b/a Rebel High Velocity Sewer Services, submitted a Plan and a Disclosure Statement. The Debtor will continue to investigate the viability of all claims and, if the claims are valuable enough to be pursued, they will be pursued, post-confirmation, for the benefit of the unsecured creditors herein. The Class 4 Secured Claim of Mercedes-Benz Financial Services is impaired. Mercedes-Benz Financial Services holds a security interest in a 2015 Mercedes-Benz E350W and filed its proof of claim [POC # 2-1] for the amount of $18,975.00 with a prepetiton arrearage of $594.15. The Debtor has been making adequate protection payments to Mercedes and will continue making payments pursuant to the terms and conditions of the promissory note and security agreement. Class 6 General, Unsecured Claims are impaired. The Debtor expects to pay creditors holding unsecured claims 100% of each claim within 3 years from the effective date of confirmation. The Debtor believes that his monthly income is and will be sufficient to satisfy the claims of secured and priority creditors as proposed in the Plan. A full-text copy of the Disclosure Statement dated September 23, 2020, is available at https://tinyurl.com/yydb2xol from PacerMonitor.com at no charge. Attorneys for the Debtor: R. MICHAEL BOLEN ATTORNEYS AT LAW HOOD & BOLEN, PLLC 3770 HWY. 80 WEST JACKSON, MISSISSIPPI 39209 (601)923-0788 rmb@hoodbolen.com www.hoodbolen.com About Walker Environmental Services Walker Environmental Services, Inc., d/b/a Rebel High Velocity Sewer Services, is a provider of plumbing services. Walker Environmental Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 19-04314) on Dec. 4, 2019. The petition was signed by Andrew C. Walker, vice-president. At the time of filing, the company was estimated to have assets under $50,000 and liabilities under $10 million. The case is assigned to Judge Neil P. Olack. The company tapped R. Michael Bolen, Esq., at HOOD & BOLEN, PLLC, as counsel. WALKER INVESTMENT: Jan. 5, 2021 Plan Confirmation Hearing Set ------------------------------------------------------------- On Nov. 4, 2020, debtor Walker Investment Properties, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Mississippi a supplement to its Disclosure Statement. On Nov. 6, 2020, Judge Neil P. Olack approved the Disclosure Statement and Supplement to Disclosure Statement and established the following dates and deadlines: * Dec. 10, 2020 is fixed as the last day for filing written objections to confirmation of the Plan. * Dec. 17, 2020 is fixed as the last day for submitting ballots of acceptance or rejection of the Plan with the attorney for the Debtor. * Jan. 5, 2021, at 10:00 AM is the telephonic hearing on confirmation of the Plan. A full-text copy of the order dated November 6, 2020, is available at https://tinyurl.com/y37tu9ll from PacerMonitor.com at no charge. About Walker Investment Properties Walker Investment Properties, LLC, is a privately held real estate investment company in Madison, Mississippi. The company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 19-04313) on Dec. 4, 2019. The petition was signed by Andrew C. Walker, manager/member. At the time of filing, the company was estimated to have assets under $50,000 and liabilities under $10 million. The case is assigned to Judge Neil P. Olack. The company tapped R. Michael Bolen, Esq. at HOOD & BOLEN, PLLC as counsel. WALKER INVESTMENT: U.S. Trustee Objects to Disclosure Statements ---------------------------------------------------------------- David W. Asbach, Acting United States Trustee for Region 5 ("UST"), objects to the Chapter 11 Disclosure Statements of debtors Andrew C. Walker and Deborah L. Walker, Walker Investment Properties, LLC, and Walker Environmental Services, Inc. The UST objects to the disclosure statements for lack of adequate information. The UST requests that the Debtors amend their disclosure statements to provide additional information as to how much liability the bankruptcy estates may have regarding any potential punishment regarding Mr. Walker's alleged criminal conduct. To fund their plans, the Walkers intend to sell the debtor business known as Walker Environmental Services, Inc., d/b/a Rebel High Velocity Sewer Services. The Walkers also intend to sell real estate owned by their other debtor business, Walker Investment Properties, LLC. The UST requests that the Debtors amend their disclosure statements to provide information on how the Debtors will fund their chapter 11 plans if the Walkers are unable to sell Walker Environmental and the pieces of real property owned by Walker Investment. A full-text copy of the United States Trustee's objection to the disclosure statement dated October 27, 2020, is available at https://tinyurl.com/y34886ed from PacerMonitor.com at no charge. About Walker Investment Properties Walker Investment Properties, LLC, is a privately held real estate investment company in Madison, Mississippi. The company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 19-04313) on Dec. 4, 2019. The petition was signed by Andrew C. Walker, manager/member. At the time of filing, the company was estimated to have assets under $50,000 and liabilities under $10 million. The case is assigned to Judge Neil P. Olack. The company tapped R. Michael Bolen, Esq. at HOOD & BOLEN, PLLC as counsel. WALKER INVESTMENT: Unsecured Creditors to Get $30K From Sale ------------------------------------------------------------ Walker Investment Properties, LLC submitted a Plan and a Disclosure Statement. The Debtor plans to sell the buildings located at 2648 Ridgewood Road, Jackson, Mississippi, and at 323 Wilmington Street, Jackson, Mississippi, which should produce sufficient income to fund this plan and pay all creditors in full. In the event of a shortfall, the rent produced from the building at 333 Wilmington Street, Jackson, Mississippi, will be used to pay any remaining amounts in full. The Class 4: Secured Claim of Baker Donelson Bearman is impaired. Baker Donelson Bearman holds the second deed of trust on the real property at 2648 Ridgewood Road, Jackson, Mississippi 29216, and did not file a proof of claim, but is listed on Schedule A/B as having a claim in the amount of $45,000.00. The estimated value of the collateral is $385,000.00 and Baker Donelson Bearman will be paid in full after payment of the BankPlus claim, but no payment will be made until the property is sold. The Class 5: Secured Claim of Robert Redd is impaired. Robert Redd holds a third deed of trust on the real property at 2648 Ridgewood Road, Jackson, Mississippi 29216 and did not file a proof of claim, but is listed on Schedule A/B as having a claim in the amount of $31,000.00. The estimated value of the collateral is $385,000.00 and Robert Redd will be paid in full after payment of the BankPlus and Baker Donelson Bearman claims, but no payment will be made until the property is sold. The Class 6: Secured Claim of Trustmark National Bank is impaired. Trustmark National Bank holds the first deed of trust on the property located at 323 and 333 Wilmington Street, Jackson, Mississippi 39204, with two commercial buildings located thereon and insurance proceeds from a flood loss. The Debtors will continue making payments of $2,025 to Trustmark which is the amount of the adequate protection payments for the Wilmington properties until the property located at 323 Wilmington can be sold which should pay the claim of Trustmark in full. However, if Trustmark is not paid in full, the Debtors will apply any remaining insurance proceed held by Trustmark and continue with payments of $2,025.00 until the claim has been paid. Class 7: General, Unsecured Claims Are impaired. Upon the property located at 2648 Ridgewood Road, Jackson, Mississippi 39216 being sold, there should be approximately $30,000 remaining after payment of secured claims which will be distributed to creditors holding unsecured claims pro rata. A full-text copy of the Disclosure Statement dated September 23, 2020, is available at https://tinyurl.com/y9y9jus8 from PacerMonitor.com at no charge. Attorneys for Debtor-in-Possession: R. MICHAEL BOLEN ATTORNEYS AT LAW HOOD & BOLEN, PLLC 3770 HWY. 80 WEST JACKSON, MISSISSIPPI 39209 (601)923-0788 rmb@hoodbolen.com www.hoodbolen.com About Walker Investment Properties Walker Investment Properties, LLC, is a privately held real estate investment company in Madison, Mississippi. The company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 19-04313) on Dec. 4, 2019. The petition was signed by Andrew C. Walker, manager/member. At the time of filing, the company was estimated to have assets under $50,000 and liabilities under $10 million. The case is assigned to Judge Neil P. Olack. The company tapped R. Michael Bolen, Esq. at HOOD & BOLEN, PLLC as counsel. WAVE COMPUTING: Court Sends Reorganization Plan for Voting ---------------------------------------------------------- Daniel Gill of Bloomberg Law reports that bankrupt Wave Computing Inc. can seek creditor approval of its Chapter 11 reorganization plan after a bankruptcy judge preliminarily approved the artificial intelligence technology company's disclosure statement and vote solicitation materials. Wave had proposed a "toggle" plan—one that would sell assets above a certain price or a debt restructuring if the sale option falls through. Judge M. Elaine Hammond of the U.S. Bankruptcy Court for the Northern District of California Friday, November 20, 2020, said she'd approve the disclosure statement after Wave amends language to clarify that creditors don't have to accept liability releases for non-debtor third parties. About Wave Computing Wave Computing, Inc. -- https://wavecomp.ai -- is a Santa Clara, Calif.-based company that revolutionizes artificial intelligence (AI) with its dataflow-based solutions. Wave Computing and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Lead Case No. 20 50682) on April 27, 2020. At the time of the filing, Debtors had estimated assets of between $1 million and $10 million and liabilities of between $50 million and $100 million. Judge Elaine M. Hammond oversees the cases. The Debtors have tapped Sidley Austin, LLP as their bankruptcy counsel, Affeld Grivakes LLP as conflict counsel, Paul Weiss Rifkind Wharton & Garrison LLP as special counsel. Lawrence Perkins, chief executive officer of SierraConstellation Partners LLC, is Debtors' chief restructuring officer. The Office of the U.S. Trustee appointed a committee of unsecured creditors on May 18, 2020. The committee is represented by Hogan Lovells US, LLP. WAVE COMPUTING: U.S. Trustee Objects to Amended Disclosures ----------------------------------------------------------- James L. Snyder, Acting United States Trustee for Region 12 (the "UST"), filed an objection and reservation of rights with respect to the first amended disclosure statement for the joint plan of reorganization filed by Wave Computing, Inc., and its Debtor Affiliates. The United States Trustee points out that the Plan, the Disclosure Statement, the forms of ballot, the NonVoting Status Notices, and the Disputed Claim Notice should be amended to provide that creditors and interest holders will be bound by the Third-Party release only if they affirmatively opt-in. The United States Trustee claims that the Disclosure Statement Does Not Provide Adequate Information about the Legal or Factual Bases for the Discharges of the Debtors in the Asset Sale Scenario. Therefore, the Disclosure Statement should be amended to address the factual and legal bases for the Debtors' discharges if the Debtors consummate an Asset Sale. The United States Trustee states that the the Plan classifies the general unsecured claims against all Debtors into Class 5. The Disclosure Statement should be amended to address whether the Plan contemplates a partial substantive consolidation for purposes of distributions to holders of Class 5 claims. The United States Trustee asserts that the Disclosure Statement should be amended to clarify whether the Plan requires the UST to file a request for payment of outstanding Quarterly Fees and/or subjects Quarterly Fees to an allowance procedure under 11 U.S.C. § 503(b). The United States Trustee further asserts that the Plan and Disclosure Statement do not address the filing of postconfirmation quarterly reports. Consistent with Section 1106(a)(7) and Fed. R. Bankr. P. 2015(a)(5), the Plan and Disclosure Statement should be amended to provide for the filing of post-confirmation quarterly reports. A full-text copy of the UST's objection to the disclosure statement dated November 5, 2020, is available at https://tinyurl.com/yyaov3xj from PacerMonitor.com at no charge. About Wave Computing Wave Computing, Inc. -- https://wavecomp.ai -- is a Santa Clara, Calif.-based company that revolutionizes artificial intelligence (AI) with its dataflow-based solutions. Wave Computing and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Lead Case No. 20 50682) on April 27, 2020. At the time of the filing, Debtors had estimated assets of between $1 million and $10 million and liabilities of between $50 million and $100 million. Judge Elaine M. Hammond oversees the cases. The Debtors have tapped Sidley Austin, LLP as their bankruptcy counsel, Affeld Grivakes LLP as conflict counsel, Paul Weiss Rifkind Wharton & Garrison LLP as special counsel. Lawrence Perkins, chief executive officer of SierraConstellation Partners LLC, is Debtors' chief restructuring officer. The Office of the U.S. Trustee appointed a committee of unsecured creditors on May 18, 2020. The committee is represented by Hogan Lovells US, LLP. WAVE COMPUTING: Unsec. Creditors to Have 70.3% to 83.8% Recovery ---------------------------------------------------------------- Wave Computing, Inc. and its Debtor Affiliates filed a Second Amended Disclosure Statement for their Joint Chapter 11 Plan of Reorganization on November 13, 2020. Class 5 consists of General Unsecured Claims with the projected recovery of 70.3% to 83.8%. On the Effective Date, or as soon thereafter as is reasonably practicable, (i) if the Restructuring occurs, each Holder of an Allowed General Unsecured Claim shall receive, in full and final satisfaction of such Claim, its Pro Rata share of the GUC Note and their right to recovery under the Liquidating Trust; or (ii) if the Asset Sale Distribution is elected, each Holder of an Allowed General Unsecured Claim shall receive, in full and final satisfaction of such Claim, its Pro Rata share of the Sale Proceeds after satisfaction of the Allowed General Administrative Claims, the Allowed DIP Claims, the Allowed Professional Claims, the Allowed Priority Tax Claims, the Allowed Other Priority Claims, the Allowed Other Secured Claims, the De Minimis Unsecured Claims and the Allowed Tallwood Claims, up to the Allowed amount of such General Unsecured Claim. A full-text copy of the Second Amended Disclosure Statement dated November 13, 2020, is available at https://tinyurl.com/y549anhk from PacerMonitor.com at no charge. A full-text copy of the Disclosure Statement dated October 15, 2020, is available at https://tinyurl.com/yyon2avd from PacerMonitor.com at no charge. Attorneys for Debtors: SIDLEY AUSTIN LLP Samuel A. Newman (SBN 217042) (sam.newman@sidley.com) Julia Philips Roth (julia.roth@sidley.com) 555 West Fifth Street Los Angeles, CA 90013 Telephone: 213.896.6000 Facsimile: 213.896.6600 SIDLEY AUSTIN LLP Charles M. Persons (cpersons@sidley.com) Juliana Hoffman (jhoffman@sidley.com) Jeri Leigh Miller (jeri.miller@sidley.com) 2021 McKinney Avenue Suite 2000 Dallas, TX 75201 Telephone: 214.981.3300 Facsimile: 214.981.3400 About Wave Computing Wave Computing, Inc. -- https://wavecomp.ai -- is a Santa Clara, Calif.-based company that revolutionizes artificial intelligence (AI) with its dataflow-based solutions. Wave Computing and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Lead Case No. 20 50682) on April 27, 2020. At the time of the filing, Debtors had estimated assets of between $1 million and $10 million and liabilities of between $50 million and $100 million. Judge Elaine M. Hammond oversees the cases. The Debtors have tapped Sidley Austin, LLP as their bankruptcy counsel, Affeld Grivakes LLP as conflict counsel, Paul Weiss Rifkind Wharton & Garrison LLP as special counsel. Lawrence Perkins, chief executive officer of SierraConstellation Partners LLC, is Debtors' chief restructuring officer. The Office of the U.S. Trustee appointed a committee of unsecured creditors on May 18, 2020. The committee is represented by Hogan Lovells US, LLP. WILDWOOD VILLAGES: Lieser Skaff Represents Class Plaintiffs ----------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Lieser Skaff Alexander, PLLC provided notice that it is representing Class Plaintiffs/Class Representatives, Vaughn R. Harris, Cheryl M. Harris, Art Spengler, Terrance Piotrowicz and Susan Piotrowicz, of the class action case of Harris, et al. v. Wildwood Villages, et al., bearing Case No. 2012-CA-001348 in Sumter County, Florida Circuit Court in the Chapter 11 cases of Wildwood Villages, LLC d/b/a Wildwood Country Resort. The Harrises are senior citizens who reside at the following physical address, 5396 Columbus Circle, Wildwood, Florida 34785, by virtue of that General Warranty Deed dated September 17, 2010, recorded on October 11, 2010 in Official Records Book 2239, Page 614, of the Public Records of Sumter County, Florida. Art Spengler is a senior citizen who resides at the physical address of 5462 Heritage Blvd, Wildwood, FL 34785, by virtue of that Statutory Warranty Deed, dated November 16, 2012, and recorded on December 28, 2012, in Official Records Book 2542, Page 129, of the Public Records of Sumter County, Florida. Terrance Piotrowicz and Suzanne Piotrowicz are senior citizens who reside at 5520 Lansing Dr., Wildwood, Florida, 34785, by virtue of that Statutory Warranty Deed, dated May 5, 2011, and recorded on May 11, 2011, in Official Records Book 2315, Page 40, of the Public Records of Sumter County, Florida. The Class Representatives have signed engagement letters and Statements of Client Rights for the undersigned to carry out the subject representation, which agreements are not being disclosed herein as they may be subject to and/or contain attorney-client privilege information. Without any waiver, and for purposes of this Disclosure, the undersigned states that under the subject engagement letters, attorney's fees are to be paid "in in an amount to be determined by the court", whether a contingency fee or based on a lodestar. The nature and amount of the Class Representatives' claim or interest and the time of acquisition thereof is detailed in the Class Representatives' class proof of claim and amended class proof of claim, both filed on November 4, 2020. [Claims Register #5]. Counsel for Class Plaintiffs/Class Representatives can be reached at: Jeffrey P. Lieser, Esq. LIESER SKAFF ALEXANDER, PLLC 403 North Howard Avenue Tampa, FL 33606 Tel: (813) 280-1256 Fax: (813) 251-8715 Email: jeff@lieserskaff.com efile@lieserskaff.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/39qjNEk About Wildwood Villages Wildwood Villages, LLC, is engaged in activities related to real estate. Wildwood Villages, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-02569) on August 28, 2020. The petition was signed by Jonathan Woods, manager. The Debtor disclosed $3,150,861 in assets and $3,428,386 in liabilities. Matthew S. Kish, Esq., Esq. at SHAPIRO BLASI WASSERMAN & HERMANN, PA, represents the Debtor. WIN BIG DEVELOPMENT: Taps Marcus & Millichap as Real Estate Broker ------------------------------------------------------------------ Win Big Development, LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to employ Marcus & Millichap as its real estate broker. The Debtor seeks to sell these properties in order to assist its reorganization efforts and pay down amounts owed to its primary lender, America's Specialty Finance Corp.: a. 4127 N. 12th Street, Phoenix, Ariz; and b. 1215 E. Devonshire, Phoenix, Ariz. Marcus & Millichap will list and market the real properties for sale and make all necessary efforts to obtain a buyer and negotiate a sale contract. The broker will receive a sales commission of 6 percent of the purchase price. Marcus & Millichap is a disinterested person within the meaning of 11 U.S.C. Sec. 101(14), according to court filings. The broker can be reached through: Ryan Sarbinoff Marcus & Millichap Real Estate Investment Services, Inc. 2398 East Camelback Road, Suite 300 Phoenix, AZ 85016 Phone: (602) 687-6700 Fax: (602) 687-6710 About Win Big Development Win Big Development, LLC, a company based in Scottsdale, Ariz., filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 20-07495) on June 24, 2020. In the petition signed by James Guajardo, manager, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Daniel P. Collins oversees the case. Richard W. Hundley, Esq., at The Kozub Law Group, PLC, serves as Debtor's bankruptcy counsel. X-BUILT LLC: Seeks Approval to Tap David A. Mucklow as Counsel -------------------------------------------------------------- X-Built, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to employ David A. Mucklow as counsel. The services that Mr. Mucklow will perform include, but not limited to, drafting and filing of pleadings, litigation, drafting of correspondence, attendance at hearings, legal research, making of telephone calls and related services. Mr. Mucklow will provide services under a retainer of $5,000.00 and at hourly rate of $300.00. Mr. Mucklow disclosed in court filings that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The attorney can be reached at: David A. Mucklow, Esq. 919 E. Turkeyfoot Lake Rd., Suite B Akron, OH 44312 Telephone: (330) 896-8190 Facsimile: (330) 896-8201 E-mail: davidamucklow@yahoo.com About X-Built LLC X-Built, LLC sought Chapter 11 protection (Bankr. N.D. Ohio Case No. 20-52045) on November 12, 2020. Judge Alan M. Koschik oversees the case. David A. Mucklow, Esq. serves as the Debtor's counsel. [^] BOND PRICING: For the Week from November 23 to 27, 2020 ----------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- AMC Entertainment Holdings AMC 5.750 17.936 6/15/2025 AMC Entertainment Holdings AMC 6.125 17.221 5/15/2027 AMC Entertainment Holdings AMC 5.875 15.253 11/15/2026 American Energy- Permian Basin LLC AMEPER 12.000 1.449 10/1/2024 American Energy- Permian Basin LLC AMEPER 12.000 1.449 10/1/2024 American Energy- Permian Basin LLC AMEPER 12.000 1.449 10/1/2024 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Basic Energy Services Inc BASX 10.750 19.500 10/15/2023 Basic Energy Services Inc BASX 10.750 21.500 10/15/2023 Bristow Group Inc/old BRS 6.250 6.250 10/15/2022 Bristow Group Inc/old BRS 4.500 6.250 6/1/2023 Buffalo Thunder Development Authority BUFLO 11.000 50.125 12/9/2022 CBL & Associates LP CBL 5.250 40.809 12/1/2023 CEC Entertainment Inc CEC 8.000 5.000 2/15/2022 Callon Petroleum Co CPE 6.250 45.703 4/15/2023 Callon Petroleum Co CPE 8.250 37.381 7/15/2025 Chesapeake Energy Corp CHK 11.500 16.000 1/1/2025 Chesapeake Energy Corp CHK 5.500 6.000 9/15/2026 Chesapeake Energy Corp CHK 11.500 14.280 1/1/2025 Chesapeake Energy Corp CHK 5.750 5.500 3/15/2023 Chesapeake Energy Corp CHK 6.625 4.875 8/15/2020 Chesapeake Energy Corp CHK 8.000 6.500 6/15/2027 Chesapeake Energy Corp CHK 6.875 5.380 11/15/2020 Chesapeake Energy Corp CHK 4.875 6.250 4/15/2022 Chesapeake Energy Corp CHK 8.000 6.050 1/15/2025 Chesapeake Energy Corp CHK 7.000 6.000 10/1/2024 Chesapeake Energy Corp CHK 7.500 6.063 10/1/2026 Chesapeake Energy Corp CHK 8.000 5.726 3/15/2026 Chesapeake Energy Corp CHK 8.000 6.164 6/15/2027 Chesapeake Energy Corp CHK 8.000 5.726 3/15/2026 Chesapeake Energy Corp CHK 6.875 5.966 11/15/2020 Chesapeake Energy Corp CHK 8.000 5.858 1/15/2025 Chesapeake Energy Corp CHK 8.000 5.726 3/15/2026 Chesapeake Energy Corp CHK 8.000 6.164 6/15/2027 Chesapeake Energy Corp CHK 8.000 5.858 1/15/2025 Chinos Holdings Inc CNOHLD 7.000 0.332 N/A Chinos Holdings Inc CNOHLD 7.000 0.332 N/A Dean Foods Co DF 6.500 0.750 3/15/2023 Dean Foods Co DF 6.500 0.500 3/15/2023 Diamond Offshore Drilling DOFSQ 7.875 7.875 8/15/2025 Diamond Offshore Drilling DOFSQ 3.450 7.875 11/1/2023 Diamond Offshore Drilling DOFSQ 4.875 7.750 11/1/2043 Diamond Offshore Drilling DOFSQ 5.700 8.250 10/15/2039 EnLink Midstream Partners LP ENLK 6.000 53.775 N/A Energy Conversion Devices ENER 3.000 7.875 6/15/2013 Energy Future Competitive Holdings Co LLC TXU 1.025 0.072 1/30/2037 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 30.620 7/15/2023 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 30.469 7/15/2023 Extraction Oil & Gas Inc XOG 7.375 24.000 5/15/2024 Extraction Oil & Gas Inc XOG 5.625 25.000 2/1/2026 Extraction Oil & Gas Inc XOG 7.375 23.656 5/15/2024 Extraction Oil & Gas Inc XOG 5.625 24.769 2/1/2026 Ferrellgas Partners LP / Ferrellgas Partners Finance Corp FGP 8.625 18.000 6/15/2020 Ferrellgas Partners LP / Ferrellgas Partners Finance Corp FGP 8.625 20.000 6/15/2020 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 Foresight Energy LLC / Foresight Energy Finance Corp FELP 11.500 0.469 4/1/2023 Foresight Energy LLC / Foresight Energy Finance Corp FELP 11.500 0.469 4/1/2023 Frontier Communications Corp FTR 10.500 49.750 9/15/2022 Frontier Communications Corp FTR 7.125 46.500 1/15/2023 Frontier Communications Corp FTR 8.750 46.750 4/15/2022 Frontier Communications Corp FTR 9.250 44.875 7/1/2021 Frontier Communications Corp FTR 6.250 42.750 9/15/2021 Frontier Communications Corp FTR 10.500 49.232 9/15/2022 Frontier Communications Corp FTR 10.500 49.232 9/15/2022 GNC Holdings Inc GNC 1.500 1.250 8/15/2020 GTT Communications Inc GTT 7.875 34.875 12/31/2024 GTT Communications Inc GTT 7.875 34.097 12/31/2024 General Electric Co GE 5.000 90.375 N/A Global Eagle Entertainment GEENQ 2.750 0.500 2/15/2035 Goodman Networks Inc GOODNT 8.000 53.000 5/11/2022 Great Western Petroleum LLC / Great Western Finance Corp GRTWST 9.000 58.000 9/30/2021 Great Western Petroleum LLC / Great Western Finance Corp GRTWST 9.000 58.004 9/30/2021 Guitar Center Inc GTRC 13.000 47.789 4/15/2022 Hershey Co/The HSY 4.125 99.899 12/1/2020 Hertz Corp/The HTZ 6.250 46.243 10/15/2022 Hi-Crush Inc HCR 9.500 0.001 8/1/2026 Hi-Crush Inc HCR 9.500 0.051 8/1/2026 High Ridge Brands Co HIRIDG 8.875 2.914 3/15/2025 High Ridge Brands Co HIRIDG 8.875 2.914 3/15/2025 HighPoint Operating Corp HPR 7.000 40.259 10/15/2022 HighPoint Operating Corp HPR 8.750 33.504 6/15/2025 ION Geophysical Corp IO 9.125 65.935 12/15/2021 ION Geophysical Corp IO 9.125 64.242 12/15/2021 ION Geophysical Corp IO 9.125 64.242 12/15/2021 ION Geophysical Corp IO 9.125 64.242 12/15/2021 Inn of the Mountain Gods Resort & Casino INNMTN 9.250 97.125 11/30/2020 Inn of the Mountain Gods Resort & Casino INNMTN 9.250 98.875 11/30/2020 International Wire Group Inc ITWG 10.750 88.224 8/1/2021 International Wire Group Inc ITWG 10.750 88.224 8/1/2021 J Crew Brand LLC / J Crew Brand Corp JCREWB 13.000 53.851 9/15/2021 JC Penney Corp Inc JCP 5.875 9.000 7/1/2023 JC Penney Corp Inc JCP 5.875 8.283 7/1/2023 JC Penney Corp Inc JCP 6.375 0.063 10/15/2036 JC Penney Corp Inc JCP 7.125 0.216 11/15/2023 JCK Legacy Co MNIQQ 6.875 0.600 3/15/2029 Jonah Energy LLC / Jonah Energy Finance Corp JONAHE 7.250 2.507 10/15/2025 Jonah Energy LLC / Jonah Energy Finance Corp JONAHE 7.250 2.452 10/15/2025 K Hovnanian Enterprises Inc HOV 5.000 10.967 2/1/2040 K Hovnanian Enterprises Inc HOV 5.000 10.967 2/1/2040 KCA Deutag UK Finance PLC KCADEU 9.625 48.285 4/1/2023 KCA Deutag UK Finance PLC KCADEU 9.875 48.500 4/1/2022 KCA Deutag UK Finance PLC KCADEU 9.625 49.347 4/1/2023 KCA Deutag UK Finance PLC KCADEU 9.875 48.000 4/1/2022 KLX Energy Services Holdings KLXE 11.500 41.500 11/1/2025 KLX Energy Services Holdings KLXE 11.500 41.074 11/1/2025 KLX Energy Services Holdings KLXE 11.500 41.074 11/1/2025 LSC Communications Inc LKSD 8.750 16.063 10/15/2023 LSC Communications Inc LKSD 8.750 15.828 10/15/2023 Lehman Brothers Holdings Inc LEH 6.000 0.477 7/20/2029 Liberty Media Corp LMCA 2.250 46.625 9/30/2046 Lonestar Resources America LONE 11.250 7.750 1/1/2023 Lonestar Resources America LONE 11.250 7.375 1/1/2023 MAI Holdings Inc MAIHLD 9.500 16.197 6/1/2023 MAI Holdings Inc MAIHLD 9.500 16.197 6/1/2023 MAI Holdings Inc MAIHLD 9.500 16.197 6/1/2023 MF Global Holdings Ltd MF 9.000 15.625 6/20/2038 MF Global Holdings Ltd MF 6.750 15.625 8/8/2016 Mashantucket Western Pequot Tribe MASHTU 7.350 16.250 7/1/2026 Men's Wearhouse Inc/The TLRD 7.000 1.750 7/1/2022 Men's Wearhouse Inc/The TLRD 7.000 4.816 7/1/2022 NGL Energy Partners LP / NGL Energy Finance Corp NGL 7.500 49.377 11/1/2023 NWH Escrow Corp HARDWD 7.500 25.500 8/1/2021 NWH Escrow Corp HARDWD 7.500 25.092 8/1/2021 Nabors Industries Inc NBR 6.500 31.397 2/1/2025 Neiman Marcus Group LLC/The NMG 7.125 4.339 6/1/2028 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.000 4.750 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 14.000 27.250 4/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.750 5.157 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 14.000 27.250 4/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.000 4.141 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.750 5.157 10/25/2024 Nine Energy Service Inc NINE 8.750 29.426 11/1/2023 Nine Energy Service Inc NINE 8.750 29.420 11/1/2023 Nine Energy Service Inc NINE 8.750 28.872 11/1/2023 Northwest Hardwoods Inc HARDWD 7.500 25.375 8/1/2021 Northwest Hardwoods Inc HARDWD 7.500 25.097 8/1/2021 OMX Timber Finance Investments II LLC OMX 5.540 0.573 1/29/2020 Optimas OE Solutions Holding LLC / Optimas OE Solutions Inc OPTOES 8.625 65.250 6/1/2021 Optimas OE Solutions Holding LLC / Optimas OE Solutions Inc OPTOES 8.625 66.593 6/1/2021 Owens & Minor Inc OMI 3.875 101.983 9/15/2021 Peabody Energy Corp BTU 6.000 40.559 3/31/2022 Peabody Energy Corp BTU 6.375 24.816 3/31/2025 Peabody Energy Corp BTU 6.375 25.291 3/31/2025 Peabody Energy Corp BTU 6.000 42.482 3/31/2022 Pfizer Inc PFE 1.950 100.822 6/3/2021 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Revlon Consumer Products REV 6.250 25.336 8/1/2024 SESI LLC SPN 7.125 28.891 12/15/2021 SESI LLC SPN 7.125 29.000 12/15/2021 SESI LLC SPN 7.750 27.978 9/15/2024 SESI LLC SPN 7.125 28.972 12/15/2021 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.125 0.771 11/1/2020 Sears Holdings Corp SHLD 8.000 1.200 12/15/2019 Sears Holdings Corp SHLD 6.625 1.076 10/15/2018 Sears Holdings Corp SHLD 6.625 1.076 10/15/2018 Sears Roebuck Acceptance SHLD 7.500 0.810 10/15/2027 Sears Roebuck Acceptance SHLD 6.500 0.686 12/1/2028 Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014 Senseonics Holdings Inc SENS 5.250 30.063 1/15/2025 Senseonics Holdings Inc SENS 5.250 45.750 2/1/2023 Summit Midstream Partners LP SMLP 9.500 16.000 N/A Toys R Us Inc TOY 7.375 1.317 10/15/2018 Transworld Systems Inc TSIACQ 9.500 27.000 8/15/2021 Tupperware Brands Corp TUP 4.750 100.438 6/1/2021 Vitamin Shoppe Inc VSI 2.250 99.862 12/1/2020 Voyager Aviation Holdings LLC / Voyager Finance Co VAHLLC 9.000 55.727 8/15/2021 Voyager Aviation Holdings LLC / Voyager Finance Co VAHLLC 9.000 55.714 8/15/2021 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2020. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***