/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/201207.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, December 7, 2020, Vol. 24, No. 341 Headlines 1 VISION LLC: Case Summary & 19 Unsecured Creditors 1400 NORTHSIDE: Kinchen Buying Woodstock Property for $710K Cash 1400 NORTHSIDE: Seeks to Tap 515 Life Real Estate as Listing Broker 4-S RANCH: January 26, 2021 Plan Confirmation Hearing Set 4218 PARTNERS: Unsec. Creditors to Split with $100K in Joint Plan 657-665 5TH AVENUE: CSRE Has Issues With Plan Administrator ALLIED WELDING: January 12, 2021 Plan Confirmation Hearing Set ALLIED WELDING: Unsecured Creditors to Split $100K in Plan ALM LLC: Seeks Approval to Hire Jose Victor Jimenez as Accountant ALTRA MORTGAGE: Has Until May 14, 2021 to File Plan & Disclosures AMC ENTERTAINMENT: To Seek Restructuring If It Can't Raise Funds AMC ENTERTAINMENT: Will Raise Up to $844M to Keep Business Afloat AMERICAN BERBER: Unsecureds Will be Paid in Full in Plan ANOTHER DAN MOON: Unsecureds to Be Paid in Full Over Time ARANDELL HOLDINGS: Finalizes Saothair Deal, Emerges From Chapter 11 AT HOME GROUP: Posts $47.1 Million Net Income in Third Quarter AVENTIV TECHNOLOGIES: S&P Alters Outlook to Stable & Affirms B- ICR B&G FOODS: S&P Affirms 'BB' Secured Rating Amid Upsize Announcement B2B ENTERPRISE: Dec. 9 Plan & Disclosure Hearing Set B2B ENTERPRISE: Unsecureds Will Get 57% Under Plan BAINBRIDGE UINTA: Sets Sale Procedures for Substantially All Assets BARNEY'S NEW YORK: New Owner ABG to Reopen Stores in 2021 BEAMABLE INC: Seeks to Tap Goodwin Procter as Corporate Counsel BEATRICE REALTY: Dec. 17 Hearing on Ablitt Plan Outline Set BEATRICE REALTY: Objects to Ablitt's Amended Plan & Disclosure BEATRICE REALTY: Steven Ablitt Proposes 100% Plan BOY SCOUTS: Seeks Approval to Hire JLL Valuation as Appraiser BRIAN P. RUSH: Seeks Approval to Hire David W. Steen as Counsel BRITTMOORE SS: Court Confirms Reorganization Plan BRITTMOORE SS: Trade Creditors Unimpaired; Jernigan Get Ownership C & C ENTITY: Seeks to Hire Umbreit Wileczek as Accountant CALFRAC WELL: Wilks Brothers Withdraws Bid After Court Decision CALPINE CORP: S&P Rates $1-Bil. Sr. Secured Notes Due 2031 'BB+' CBL & ASSOCIATES: Seeks to Hire Weil Gotshal as Legal Counsel CBL & ASSOCIATES: Taps Berkeley Research Group as Financial Advisor CBL PROPERTIES: Eyes Transformation After Chapter 11 CCI BUYER: S&P Assigns 'B-' ICR on After GTCR Acquisition CHASE MERRITT: Has Until Jan. 11, 2021 to File Plan & Disclosures CHESAPEAKE ENERGY: Dec. 15 Plan Confirmation Hearing Set CINEMEX HOLDINGS: Landlords Back Survival Through Revenue Sharing COBRA PIPELINE: OTP Receiver Objects to Disclosure Statement COOPER EXCAVATING: Seeks Approval to Tap Bond Law as Legal Counsel COVIA HOLDINGS: Settles With SEC Over Frac Sand Probe CRAIG A. POPE: Ahmad Buying 2 Whitewater Gas Stations for $700K CRITTENDEN EMS: K and D Buying West Memphis Property for $25K DA VINCI ENGINEERING: Case Summary & 14 Unsecured Creditors DEAN FOODS: Farm Bureau Slams 'Predatory' Lawyers Demands DELEK US: S&P Affirms 'BB' LT ICR & Alters Outlook to Negative DIAMOND COACH: Unsecured Creditors Object to Disclosure Statement DIGITALTOWN INC: Files Reorganization Plan, Says IP Has Value DIOCESE OF ST. CLOUD: Court OKs Plan for Abuse Victims DOMICIL LLC: Cancels Plan, Seeks Case Dismissal DR. PROCTOR: Seeks Court Approval to Hire Bankruptcy Attorney DRIVETIME AUTOMOTIVE: S&P Withdraws 'B-' Issuer Credit Rating EBONY MEDIA: Sale on Hold After Judge Ejects Board ESSEX REAL ESTATE: Pioneer Objects to Second Amended Plan ESSEX REAL ESTATE: Plan Settlement Gives Estate $17M From Sales ESSEX REAL ESTATE: Wins Approval of 3rd Amended Disc. Statement FRANCESCA'S HOLDINGS: Case Summary & 30 Top Unsecured Creditors GAINESVILLE ROAD: Trustee Sets Bid Procedures for All Assets GEMINI HDPE: S&P Assigns Prelim. 'BB' Rating on $600MM Term Loan B GLOBAL CLOUD: FCC Asked to Approve Post-Bankruptcy Cable Transfer GNIRBES INC: Court Extends Plan Exclusivity Thru January 20 GOGO INC: Completes Sale of Commercial Aviation Biz. to Intelsat GOODRICH QUALITY THEATERS: Savoy 16 to Reopen Under New Ownership GOODRICH QUALITY: Debtor Chooses Dismissal Over Conversion GUITAR CENTER: Some Creditors Want to Vote Against Bankruptcy Plan H & R PROPERTY: Case Summary & 4 Unsecured Creditors H & S TOWING: Dec. 15 Plan Confirmation Hearing Set HENRY FORD VILLAGE: Sets Bidding Procedures for All Assets HERALD HOTEL: Seeks to Hire Kane Kessler as Special Labor Counsel HERTZ CORP: Selling All Donlen Entities' Assets for Approx. $900M HUSCH & HUSCH: LeNeave Buying Wapato Property for $200K Cash IDEANOMICS INC: Regains Compliance With Nasdaq Bid Price ISRAEL BAPTIST: Dec. 15 Disclosure Statement Hearing Set ISRAEL BAPTIST: Plan to Pay Unsecureds in Full in 6 Months ITT HOLDINGS: S&P Puts 'BB-' ICR on Watch Neg. on RS Ivy Deal KD BELLE TERRE: MH&JD Buying Laplace Shopping Center for $6.225M KEYSTONE AUTOMATION: Dec. 9 Disclosure Statement Hearing Set KIMBLE DEVELOPMENT: Seeking to Sell Properties in Chapter 11 LANDSOURCE COMMUNITIES: Lennar Beats FCA Claims at 3rd Circuit LIGHTHOUSE RESOURCES: Files for Chapter 11 Reorganization LIGHTHOUSE RESOURCES: To Sell Acreage, Port Terminal to Fund Ch. 11 LIMENOS CORPORATION: Plan of Reorganization Confirmed by Judge LIMENOS CORPORATION: Unsecured Creditors Will Get 20% of Claims MARSHALL BROADCASTING: Wins Dec. 31 Plan Exclusivity Extension MD AMERICA: Dec. 14 Plan & Disclosure Hearing Set MD AMERICA: Unsecureds Claims Will be Cancelled in Plan METRO PUERTO RICO: Plan Exclusivity Extended Thru Dec. 22 MICROVISION INC: Appoints Judy Curran to its Board of Directors MIRABUX INC: All Day Real Estate Says Plan Unconfirmable MOUNT JOY BAPTIST: Jan. 5, 2021 Plan Confirmation Hearing Set NEUMEDICINES INC: Karyopharm Buying All Assets for $6 Million NEWPORT PARENT: S&P Assigns 'B' Issuer Credit Rating NORTHEAST GAS: Mass., NY Emission Deal Paves Way for Confirmation PB LIFE: 3 Bermuda Insurers File for Chapter 15 Bankruptcy PB LIFE: Chapter 15 Case Summary PEAK PROPERTY: Selling La Quinta Property to Tenant for $340K PENLAND HEATING: Proposes $4.5K Private Sale of Personal Property PLUM CIRCLE: Trustee Selling Substantially All Assets to SN POINCIANA MANAGEMENT: Seeks to Hire Peter Spindel as Legal Counsel POSITECH INTERNATIONAL: Selling Wheeling Property for $300K PPV INC: PWW Portland Buying All Assets for $10M Cash PREGIS TOPCO: S&P Affirms 'B-' ICR on Dividend Recapitalization PRIMARY CARE: S&P Assigns 'B-' ICR, On Watch Pos. Pending Merger PRIMO FARMS: Voluntary Chapter 11 Case Summary PRIORITY HEALTHCARE: Wins Dec. 19 Plan Exclusivity Extension QUARTER HOMES: Selling 8 Arizona Houses for $2.181 Million RADIO DESIGN: Court Extends Plan Exclusivity Thru December 31 RADIOLOGY PARTNERS: S&P Affirms 'B-' ICR on Mednax Acquisition RS IVY HOLDCO: S&P Assigns Preliminary 'BB-' Issuer Credit Rating RXB HOLDINGS: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable SAXON SHOES: Files Reorganization Plan; Sales Rise SEAGATE TECHNOLOGY: S&P Affirms 'BB+' Issuer Credit Rating SELECTIVE INSURANCE: S&P Gives BB+ Rating to Preferred Stock SNAP KITCHEN: Files for Chapter 11 After Announcing Closures SNAP KITCHEN: Voluntary Chapter 11 Case Summary SOUTH COAST: Trustee Proposes Auction Sale of Business Assets STOREWORKS TECHNOLOGIES: Dec.16 Plan Confirmation Hearing Set SYRACUSE DIOCESE: April 15, 2021 Deadline for Proofs of Claim TIDEWATER ESTATES: Ladner Buying Hancock County Propty for $120K TIDWELL BROS: Jan. 5 Hearing on Disclosure Statement TIDWELL BROS: Plan Says Unsecureds to Recover 100% in 3 Years TONOPAH SOLAR: Court Confirms Chapter 11 Plan TRANSPINE INC: Has Until Jan. 15, 2021 to File Plan & Disclosures TRANSPORTER OF ARIZONA: Dec. 16 Plan Confirmation Hearing Set TRIDENT BRANDS: Converts $17.7 Million of Indebtedness Into Equity TSAWD HOLDINGS: Oak Point Buying Remnant Assets for $65K US REAL ESTATE EQUITY: Kramer Buying Dayton Property for $375K UTEX INDUSTRIES: Court Confirms Prepackaged Plan UTEX INDUSTRIES: Exits Chapter 11 With $700 Million Less Debt VERDICORP INC: Dec. 17 Plan Confirmation Hearing Set VIDEOMINING CORPORATION: Plan Exclusivity Extended Thru Jan. 29 VIVUS INC: Wins Court Approval for Reorganization Plan WALKER MACHINE: Pinnacle Wear Buying Adamsville Property for $300K WEST HOUSTON MEMORY: McFarlin Buying Substantially All Assets WESTMORELAND COAL: McKinsey Still at Odds w/ Alix Despite DOJ Deal WESTMORELAND COAL: McKinsey Waives Fees in Deal With UST WHITE STALLION: Files for Chapter 11 to Pursue Quick Sale WHITE STALLION: Gets Court OK to Tap $12.6 Million Loan WHITE STONE: Seeks Dec. 15 Plan Exclusivity Extension WILLIAM FOCAZIO: Allstate Says Amended Plan Still Not Feasible WILLIAM FOCAZIO: Unsecureds Owed $3.24M to Get $150K in 8 Years WIN BIG DEVELOPMENT: Unsecureds to Be Paid 120 Days After Last Sale WORK & SON: Competing Plans Headed for Jan. 6 Trial WORK & SON: Signal Management Proposes Acquisition Plan WORK & SON: Trustee Files Liquidating Plan XPO LOGISTICS: S&P Affirms 'BB' ICR, Outlook Stable Amid Spin-Off YODEL TECHNOLOGIES: Court Conditionally Approves Disclosures YODEL TECHNOLOGIES: Unsecureds to Split $200,000 in Plan YOUFIT HEALTH CLUBS: Committee Slams Proposed Sale Timeline, DIP YOUFIT HEALTH CLUBS: Resolves $32M Loan Dispute With Committee ZAXBY'S OPERATING: S&P Assigns 'B' ICR, Outlook Stable [*] Bankruptcies Drop to 14-Year Low as COVID-19 Cases Rise [*] CRANFILL SUMNER: When Good Tenants Go Bankrupt [*] JENNINGS STROUSS: Qualifications of Small Business Debtor [*] Treasury-Led Panel Warns on Rise of COVID Bankruptcies [^] BOND PRICING: For the Week from Nov. 30 to Dec. 4, 2020 ********* 1 VISION LLC: Case Summary & 19 Unsecured Creditors --------------------------------------------------- Debtor: 1 Vision LLC 2500 Turner Road North Chesterfield, VA 23224 Business Description: 1 Vision LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Company is the owner of fee simple title to land and improvements at 2500 Turner Road, North Chesterfield, Virginia having a current value of $6 million. Chapter 11 Petition Date: December 4, 2020 Court: United States Bankruptcy Court Eastern District of Virginia Case No.: 20-34763 Debtor's Counsel: Kevin Funk, Esq. DURRETTE, ARKEMA, GERSON & GILL PC 1111 East Main Street, 16th Floor Richmond, VA 23219 Tel: 804-775-6900 Fax: 804-775-6911 Email: kfunk@dagglaw.com Total Assets: $6,028,000 Total Liabilities: $1,295,632 The petition was signed by Lonnie S. Stinson, owner. A copy of the petition containing, among other items, a list of the Debtor's 19 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YYHQVCA/1_Vision_LLC__vaebke-20-34763__0001.0.pdf?mcid=tGE4TAMA 1400 NORTHSIDE: Kinchen Buying Woodstock Property for $710K Cash ---------------------------------------------------------------- Cummins Beveridge Jones, II, an affiliate of 1400 Northside Drive, Inc., asks the U.S. Bankruptcy Court for the Northern District of Georgia to authorize the sale of the house and lot located in Cherokee County, Georgia, having a street address of 2697 South Cherokee Lane, Woodstock, Georgia, to Keith Kinchen and/or assigns for $710,000, cash. Movant Cummins owns several pieces of real estate containing significant equity. He desires to liquidate some or all of his properties in order to generate funds with which to pay his creditors. With regard to the Motion, he owns the Property. The Debtor has listed the value of the Property in his bankruptcy schedules at $850,000. However, the Debtor has marketed the Property post-Petition and the Sale Agreement with a sales price of $710,000 represents the highest and best offer received. Specialized Loan Servicing as assignee of Wells Fargo Bank, NA. holds a mortgage claim in the approximate amount of$56,563 (Proof of Claim No. 9 and Transfer Doc. No. 24). The Cherokee County Tax Commissioner asserts a claim for ad valorem taxes in the amount of $7,176 for tax year 2019 (see Proof of Claim No. 12-1) plus taxes for tax year 2020. And reference is made to that certain Notice of Federal Tax Lien dated Oct. 2, 2014 in the amount of $109,089 filed Oct. 10, 2014, Lien Book 743, Page 313, with the Clerk of Superior Court of Cherokee County, Georgia encumbering the Property. However, the Debtor believes that he paid the underlying debt in full pre-Petition. He is researching his records regarding the matter. The Purchase and Sale Agreement with a Binding Agreement Date of Nov. 7, 2020, as amended on Nov. 14, 2020, with regard to the Property is subject to Court approval. The Movant submits that the following is an accurate summary of the terms of the Sale Agreement although parties in interest are urged to read the Sale Agreement so that they may fully understand its terms. The gross purchase price is $710,000 cash at closing. There is a financing contingency but the Buyer has been pre-qualified for a mortgage loan. The Movant will pay a commission at closing equal to 6% of the gross sales price, or $42,600, $21,300 of which will be paid at closing to 515 Life Real Estate Co., LLC representing him as the listing broker, and $21,300 of which will be paid at closing to real estate broker Atlanta Communities representing the Buyer. The earnest money in the amount of $7,000 is held in escrow by closing attorneys Weissman, Attorneys at Law. The closing is to occur by Jan. 4, 2021. The Movant asks entry of an Order authorizing him to consummate the closing of the sale of the Property to Buyer pursuant to the terms of the Sale Agreement. The sale is to be conducted free and clear of all liens, claims, encumbrances and interests, with all liens, claims, encumbrances and interests to attach to the proceeds of the sale. He further asks authority to pay the Sales Proceeds at Closing as follows: a. All usual and customary closing costs and prorations at Closing as reflected in the Sale Agreement; b. The mortgage payoff to Specialized Loan Servicing as assignee of Wells Fargo Bank, N.A. in the approximate amount of $56,563; c. Ad valorem property taxes due to the Cherokee County Tax Commissioner in the approximate amount of $7,176.49 for tax year 2019 plus taxes due for year 2020; d. It must be determined whether the Notice of Federal Tax Lien in the amount of $109,088.54 referenced in paragraph number 4 hereinabove was paid pre-Petition. If not, then it will be paid at closing; and e. A real estate commission equal to 6% of the gross sales price, or $42,600, $21,300 of which will be paid at closing to 515 Life representing the Movant as listing broker, and $21,300 of which will be paid at closing to real estate broker Atlanta Communities representing the Buyer. The remaining net sales proceeds will be deposited into the Debtor's DIP checking account. The Movant asks that Federal Rule of Bankruptcy Procedure 6004(g) be waived so that he may immediately implement and enforce any Order approving the Motion upon its entry with the Clerk of Court. A copy of the Contract is available at https://tinyurl.com/y6cg8wdy from PacerMonitor.com free of charge. The Purchaser: Keith Kinchen E-mail: Wilsonkinchen@bellsouth.net About 1400 Northside Drive 1400 Northside Drive, Inc., owner of a male strip club known as Swinging Richards, filed a voluntary Chapter 11 petition (Bankr. N.D. Ga. Case No. 19-56846) on May 2, 2019. The case is jointly administered with the Chapter 11 case filed by Cummins Beveridge Jones II (Bankr. N.D. Ga. Case No. 19-20853), the Debtor's chief executive officer and chief financial officer. At the time of the filing, 1400 Northside Drive estimated $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Judge James R. Sacca oversees the case. Paul Reece Marr, P.C., is the Debtor's legal counsel. 1400 NORTHSIDE: Seeks to Tap 515 Life Real Estate as Listing Broker ------------------------------------------------------------------- 1400 Northside Drive, Inc. and its debtor affiliate, Cummins Beveridge Jones, II, seek approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ 515 Life Real Estate Company, LLC as exclusive listing broker. The Debtor needs the assistance of 515 Life Real Estate Company to market Debtor Cummins Beveridge Jones' residential real estate located at 2697 South Cherokee Lane, Woodstock, Georgia for a market list price of $742,500.00. 515 Life Real Estate Company will receive a commission of 6 percent of the sales price upon the sale of the property. The broker shall pay cooperating broker 3 percent of the sales price, if there is one. Barry Hardison, the owner and licensed broker of 515 Life Real Estate Company, LLC, disclosed in court filings that the firm and its agents, licensees, and employees are "disinterested persons" within the meaning of section 101(14) of the Bankruptcy Code. The firm can be reached through: Barry Hardison 515 LIFE REAL ESTATE COMPANY, LLC 1651 Lumber Company Road Talking Rock, GA 30175-4187 Telephone: (706) 301-5600 Facsimile: (706) 692-0060 E-mail: barryhardison@windstream.net About 1400 Northside Drive 1400 Northside Drive, Inc., owner of a male strip club known as Swinging Richards, filed a voluntary Chapter 11 petition (Bankr. N.D. Ga. Case No. 19-56846) on May 2, 2019. The case is jointly administered with the Chapter 11 case filed by Cummins Beveridge Jones II (Bankr. N.D. Ga. Case No. 19-20853), the Debtor's chief executive officer and chief financial officer. At the time of the filing, 1400 Northside Drive was estimated to have $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Judge James R. Sacca oversees the case. Paul Reece Marr, P.C., is the Debtor's legal counsel. 4-S RANCH: January 26, 2021 Plan Confirmation Hearing Set --------------------------------------------------------- On Aug. 28, 2020, debtor 4-S Ranch Partners, LLC filed with the U.S. Bankruptcy Court for the Eastern District of California, Fresno Division, a disclosure statement referring to a plan. On Oct. 22, 2020, Judge Rene Lastreto II approved the disclosure statement and established the following dates and deadlines: * Jan. 12, 2021 is fixed as the last day for filing written acceptances or rejections of the plan. * Jan. 12, 2021 is fixed as the last day for filing and serving written objections to confirmation of the plan. * Jan. 19, 2021 is fixed as the last day for filing a ballot tabulation and responses to any objections to confirmation of the plan. * Jan. 26, 2021 at 9:30 a.m. is fixed for the hearing on confirmation of the plan. A full-text copy of the order dated October 22, 2020, is available at https://tinyurl.com/yyt7bca2 from PacerMonitor.com at no charge. Attorneys for the Debtor: RENO F.R. FERNANDEZ III ALEXANDER K. LEE MACDONALD| FERNANDEZ LLP 914 Thirteenth Street Modesto, CA 95354 Telephone: (209) 521-8100 Facsimile: (415) 394-5544 About 4-S Ranch Partners 4-S Ranch Partners, LLC, is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). 4-S Ranch Partners filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 20-10800) on March 2, 2020. The petition was signed by Stephen W. Sloan, Debtor's managing member. At the time of filing, Debtor was estimated to have $500 million to $1 billion in assets and $50 million to $100 million in liabilities. Judge Rene Lastreto II oversees the case. Reno F.R. Fernandez III, Esq., at Macdonald Fernandez LLP, is the Debtor's legal counsel. 4218 PARTNERS: Unsec. Creditors to Split with $100K in Joint Plan ----------------------------------------------------------------- 4202 Partners LLC (the "4202 Debtor"), 4218 Partners LLC the "4218 Debtor"), 175 Pulaski RLM LLC ("Pulaski") and 4202 Ki Tov LLC ("Ki Tov") (collectively, the "Debtors"), filed with the U.S. Bankruptcy Court for the Eastern District of New York a Joint Disclosure Statement in connection with the Debtors’ Joint Chapter 11 Plan of Reorganization on October 27, 2020. The Plan is a collaborative effort among the various Debtors as co-proponents, although the Plan constitutes a separate contract for resolution of each Debtor's respective Claims and Interests without substantive consolidation. The allowed claims of a particular Debtor are not the responsibility of the other Debtors, unless co-guaranteed or jointly obligated. The lynchpin of the Plan involves implementation of a development project covering the adjoining properties located at 4202 Fort Hamilton Parkway, Brooklyn, NY and 4218 Fort Hamilton Parkway, Brooklyn, NY. The Properties are owned by the 4202 Debtor and the 4218 Debtor, respectively. The intended development is being sought pursuant to a series of Restructuring Transactions as referenced throughout the Plan based upon a pooling of assets of each bankruptcy estate. The Plan contemplates that Mr. Joseph Fischman and Samuel "Shabsi" Pfeiffer and his wife Dina Krausz (the "Pfeiffers") shall by mutual agreement arrange for the transfer of title and ownership to the respective properties to a new entity, which shall be organized as a New York limited liability company. The new entity is described as "NEWCO" and shall be deemed the Reorganized Debtors following the Effective Date. NEWCO shall be the borrower under the Project Loan referenced under the Plan, the proceeds of which shall be utilized, in large part, to address the outstanding mortgage debt held by 4202 Fort Hamilton Debt LLC and Maguire Ft. Hamilton LLC. Class 3 is comprised of Allowed General Unsecured Claims against each of the Debtors arising prior the filing of the respective Chapter 11 petitions in each of the Bankruptcy Cases. Each holder of a Class 3 Allowed General Unsecured Claim shall receive a pro rata payment from a fund of $100,000 to be paid from the Total Plan Contribution on the Effective Date allocated $50,000 to 4202 and $50,000 to 4218. All of Equity Interests shall be cancelled as of the Effective Date and shall not receive any distributions under the Plan. Based upon their New Value Contributions, Joseph Fischman and the Pfeiffers shall become the new members with Fischman to own 65% of the membership interest of NEWCO and the Pfeiffers to own 35% of the membership interest of NEWCO. The Debtors shall fund distributions under the Plan via Exit Financing pursuant to the so-called New Project Loan in an amount up to $20 million dollars. The Debtors also project obtaining the New Value Contribution of $5 million dollars for a total of up to $25 million dollars. NEWCO, as the Reorganized Debtors, shall have the right and authority without further order of the Bankruptcy Court to raise additional capital and obtain additional financing as it deems appropriate. A full-text copy of the Joint Disclosure Statement dated October 27, 2020, is available at https://tinyurl.com/y6dfzzrn from PacerMonitor.com at no charge. Attorneys for 4202 Partners LLC: GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 1501 Broadway 22nd Floor New York, New York Tel: (212) 221-5700 Kevin J. Nash Attorneys for 4218 Partners: NUTOVIC & ASSOCIATES 261 Madison Avenue, 26th Floor New York, New York 10016 Tel: (212) 421-9100 Isaac Nutovic Attorneys for 4202 Ki Tov: ZEICHNER ELLMAN & KRAUSE LLP 1211 Avenue of the Americas New York, New York 10036 Tel: (212) 826-5317 Nathan Schwed About 4218 Partners 4218 Partners LLC, and 175 Pulaski RLM LLC, based in Brooklyn, N.Y., sought Chapter 11 protection (Bankr. E.D.N.Y. Lead Case No. 19-44444) on July 21, 2019. In the petitions signed by Joseph Fischman, manager, 4218 Partners estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million; and 175 Pulaski estimated assets and liabilities of $1 million to $10 million. The cases are assigned to the Hon. Nancy Hershey Lord. Nutovic & Associates is the Debtors' attorney. 657-665 5TH AVENUE: CSRE Has Issues With Plan Administrator ----------------------------------------------------------- CSRE, LLC and Yechezkel Strulovitch their limited objection to the Amended Plan of Reorganization of debtor 657-665 5th Avenue, LLC, pointing out that: * There is presently pending a related case, Willoughby Estates, LLC, Case No. 19-45886-ast ("Willoghby"). Pursuant to the confirmed plan in that case, Isaac Nutovic, Esq. ("Nutovic") is the Plan Administrator in that case. The primary targets of that litigation are CSRE and Strulovitch. * The issue, and the reason for this Limited Objection, is that Nutovic is the proposed Plan Administrator under the Amended Plan with similar duties. It is respectfully submitted that having the same person as the Plan Administrator in two cases, where there may be competing claims between the the Debtors and among the competing creditors, is rife with potential and actual conflicts of interest. * In both cases, no action has been taken by the debtor's attorney, who is the proposed Plan Administrator, to quantify claims or to determine if they are even against the respective debtors or other non-debtor defendants in other proceedings. * It is submitted that this conflict is an impediment to the post confirmation operations of the Debtor and should be addressed as a confirmation issue and resolved now, rather than later. A copy of Strulovitch and CSRE's objection dated October 27, 2020, is available at https://tinyurl.com/y33vcctu from PacerMonitor at no charge. Attorneys for CSRE and Yechezkel Strulovitch: Rosen & Kantrow, PLLC Avrum J. Rosen 38 New Street Huntington, New York 11743 Tel: (631) 423-8527 E-mail: arosen@rkdlawfirm.com About 657-665 5th Avenue 657-665 5th Avenue LLC, a privately held company engaged in activities related to real estate, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-45884) on Sept. 26, 2019. At the time of the filing, the Debtor was estimated to have assets of between $10 million and $50 million and liabilities of the same range. The case is assigned to Judge Carla E. Craig. Nutovic & Associates is the Debtor's counsel. ALLIED WELDING: January 12, 2021 Plan Confirmation Hearing Set -------------------------------------------------------------- On October 12, 2020, debtor Allied Welding, Inc. filed with the U.S. Bankruptcy Court for the Central District of Illinois its Amended Disclosure Statement and First Amended Plan of Reorganization. On Nov. 17, 2020, Judge Thomas L. Perkins approved the Amended Disclosure Statement and ordered that: * Dec. 28, 2020 is fixed as the last day for creditors to return a ballot accepting or rejecting the First Amended Plan. * Jan. 5, 2021, is fixed as the last day for the Debtor's counsel to file a Report of Balloting reporting on the voting by Class and indicating whether there is an impaired accepting Class of creditors. * Jan. 8, 2021, is fixed as the last day for filing written objections to the First Amended Plan of Reorganization. * Jan. 12, 2021 at 10:30 a.m. is scheduled for the hearing to consider confirmation of the First Amended Plan and any objections. A copy of the order dated November 17, 2020, is available at https://tinyurl.com/y4wc4y3w from PacerMonitor.com at no charge. About Allied Welding Founded in 1964, Allied Welding, Inc. -- https://www.alliedwelding.net/ -- provides assembly, packaging, precision CNC machining, welding, powder coating and plasma cutting services. It has a 78,000-square-foot manufacturing facility in Chillicothe, Ill. Allied Welding sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Ill. Case No. 19-81007) on July 17, 2019. 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. The case is assigned to Judge Thomas L. Perkins. The Debtor is represented by Rafool, Bourne & Shelby, P.C. The Office of the U.S. Trustee appointed creditors to serve on the official committee of unsecured creditors on Aug. 9, 2019. The committee is represented by Lewis Rice LLC. ALLIED WELDING: Unsecured Creditors to Split $100K in Plan ---------------------------------------------------------- Allied Welding, Inc., submitted a First Amended Plan and an Amended Disclosure Statement. The Debtor does not have a large customer base. Normally, it has production contracts for 10 customers. The primary cause for the Debtor's financial distress and the filing of the bankruptcy case was due to a large amount of orders from one customer, and the corresponding need to have production capacity, that subsequently stopped its orders. In order to meet the production needs of this customer, the Debtor took on short term, high interest operating loans that it was unable to cashflow. The resulting demands and lawsuits filed caused the Debtor to file this bankruptcy proceeding. The Debtor has proposed a Plan that provides that payments and distributions under the Plan will come from post-confirmation business operations of the reorganized Debtor and capital contributions of the equity owner. The Plan proposes to treat claims as follows: * Class One: Consists of Newtek Small Business Solutions for a promissory note secured by mortgages and security agreements. This class is impaired. The Debtor will pay the full contract balance as of December 31, 2020 of the Claim, with interest at the rate of 5.25% accruing from January 1, 2021, as follows: Monthly payments consisting of principal and interest, amortized over a twenty (20) and year period, commencing on September 30, 2021 in the amount of $21,900.00; the full remaining full contract balance/secured claim balance as of 12/30/2020 shall be due in full on or before March 30, 2026. Debtor may prepay the balance without any additional prepayment penalty, at its election, before such date. * Class Two: Consists of one secured claim (Claim No. 27) held by LEAF CAPITAL FUNDING LLC for two open accounts secured by purchase money security interests, and perfected through UCC-1 financing statement filings, in various items of equipment. This class is impaired. The Debtor will pay the value of the subject collateral, which is alleged to be $105,500, with interest at the rate of 5.25% per year, through monthly payments commencing March 31, 2021 over a five (5) year period. * Class Three: Consists of one secured claim (Claim No. 8) held by CIT BANK for an account secured by a purchase money security interest, and perfected through a UCC-1 financing statement filing, in an Allsteel hydraulic press brake. This class is impaired. The Debtor will pay the value of the subject collateral, which is alleged to be $10.882.34, with interest at the rate of 5.25% per year, through monthly payments commencing March 31, 2021 over a five (5) year period. * Class Four: Consists of four secured claims held by TOYOTA INDUSTRIES COMMERCIAL FINANCE INC. for purchase money security interests, and perfected through a UCC-1 financing statement filing. This class is impaired. The Debtor will pay the value of the subject collateral, which is alleged to be $45,271.29, with interest at the rate of 5.25% per year, through monthly payments commencing March 31, 2021 over a five (5) year period. * Class Six: Consists of the general unsecured claims that are not secured by property of the estate and are not entitled to priority under Sec. 507(a) of the Bankruptcy Code. The Plan proposes that the holders of Class 6 Claims shall become beneficiaries of the Creditor Trust, and will receive Pro Rata distributions due to them under this Plan through the Creditor Trust. This class is impaired. The Debtor or the Equity Owner will make twenty quarterly payments in the amount of $5,000, at the end of each quarter commencing on March 31, 2021, to the Creditor Trust for a total of $100,000. * Class Seven: Consists of the sole pre-petition equity interest holder, Terry R. Nelson. The Plan proposes that upon the Effective Date, the Debtor will issue 1 share of common stock in the reorganized debtor to the Equity Owner and another 99 shares to the Creditor Trust in which the Equity Owner will retain the management rights to the Reorganized Debtor provided there is no default under this Plan. The Creditor Trust will retain the economic rights to any and all profits made by the Reorganized Debtor in accordance with its Pro Rata ownership of the common stock of the Reorganized Debtor. A full-text copy of the Amended Disclosure Statement dated October 12, 2020, is available at https://tinyurl.com/yyfkdkr8 from PacerMonitor.com at no charge. The Debtor's attorney: Sumner A. Bourne Rafool & Bourne, P.C. 411 Hamilton Blvd., Suite 1600 Peoria, Illinois 61602 Telephone: (309) 673-5535 Facsimile: (309) 673-5537 Email: notices@rafoolbourne.com About Allied Welding Founded in 1964, Allied Welding, Inc. -- https://www.alliedwelding.net/ -- provides assembly, packaging, precision CNC machining, welding, powder coating and plasma cutting services. It has a 78,000-square-foot manufacturing facility in Chillicothe, Ill. Allied Welding sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Ill. Case No. 19-81007) on July 17, 2019. 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. The case is assigned to Judge Thomas L. Perkins. The Debtor is represented by Rafool, Bourne & Shelby, P.C. The Office of the U.S. Trustee appointed creditors to serve on the official committee of unsecured creditors on Aug. 9, 2019. The committee is represented by Lewis Rice LLC. ALM LLC: Seeks Approval to Hire Jose Victor Jimenez as Accountant ----------------------------------------------------------------- ALM, LLC seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Jose Victor Jimenez, CPA, of Jimenez Vazquez & Associates, PSC as accountant. Mr. Jimenez will render these services to the Debtor: (a) assist the Debtor in gathering and compiling the necessary information required to file the Chapter 11 Petition and court required information and schedules; (b) provide consulting services and assist the Debtor and its attorney in documenting the reorganization plan to be filled in the case; (c) prepare monthly operating reports; (d) prepare financial projections and other relevant information as required and necessary; (e) prepare all necessary tax returns to ascertain Debtor is in full compliance with its fiscal responsibilities; and (f) assist the Debtor and its attorney in all matters related to court instructions, transactions, and or information requests of an accounting or financial nature; Mr. Jimenez will be paid at an hourly rate of $155. A retainer in the amount of $5,000 has been required in this case and was paid by the Debtor. Mr. Jimenez disclosed in court filings that Jimenez Vazquez & Associates, PSC and its employees represent no interest adverse to the Debtor's estate and "disinterested persons" as that term is defined in section 101(14) of the Bankruptcy Code. The accountant can be reached at: Jose Victor Jimenez, CPA JIMENEZ VAZQUEZ & ASSOCIATES, PSC P.O. Box 3774 Bayamon, PR 00958 Telephone: (787) 447-0098 Facsimile: (939) 338-2362 About ALM LLC ALM, LLC, a/k/a Agua La Montana, is the owner of fee simple title to a property located in Trujillo Alto, Puerto Rico having a current value of $860,943. ALM, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 20-04571) on November 25, 2020. The petition was signed by Kristian E. Riefkohl Bravo, president. At the time of the filing, the Debtor disclosed total assets of $1,083,384 and total liabilities of $2,919,967. The Debtor tapped Gandia Fabian Law Office as counsel and Jose Victor Jimenez, CPA, of Jimenez Vazquez & Associates, PSC as accountant. ALTRA MORTGAGE: Has Until May 14, 2021 to File Plan & Disclosures ----------------------------------------------------------------- Judge Victoria S. Kaufman of the U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, has entered an order within which debtor Altra Mortgage Capital LLC must file a proposed chapter 11 plan and related disclosure statement no later than May 14, 2021. In addition, the Debtor or any appointed chapter 11 trustee must file a status report regarding the Debtor's progress toward confirming a chapter 11 plan, to be served on the Debtor's 20 largest unsecured creditors, all secured creditors, and the United States trustee, no later than May 20, 2021. About ALTRA Mortgage Capital ALTRA Mortgage Capital LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-11653) on Sep. 10, 2020. At the time of filing, the Debtor was estimated to have up to $50,000 in assets and $500,001 to $1 million in liabilities. Law Offices of Michael Jay Berger represents the Debtor as counsel. AMC ENTERTAINMENT: To Seek Restructuring If It Can't Raise Funds ---------------------------------------------------------------- Rick Archer of Law360 reports that Theater giant AMC Entertainment Holdings Inc. has announced plans to put 200 million shares of stock on the market with a warning that it could face bankruptcy if it's unable to raise the cash to keep its COVID-19-hobbled business afloat. AMC's Thursday Securities and Exchange Commission filing on the offering — the company's third and largest this 2020, worth about $726 million at the price the company's stock was trading at close on Thursday -- came with a warning that if the theater chain can't raise enough liquidity it "likely would result with us seeking an in-court or out-of-court restructuring of our liabilities." The century-old Leawood, Kansas-headquartered theater company, which had proclaimed itself the largest movie exhibition company in the world, ran about 1,000 theaters worldwide and employed about 39,000 full- and part-time workers before the pandemic. The pandemic devastated AMC's finances as it was forced to shutter theater doors, although its third quarter financial report, released Wednesday, said about 900 of its theaters had reopened at reduced seating capacity. That same report, though, showed theater attendance was down 92% and revenues were down nearly 91% from the third quarter of 2019, resulting in a nearly $906 million net loss for the quarter and a more than $3.6 billion net loss for 2020 so far. The report said the company had $417.9 million in cash as of the end of September — down from $498 million at the end of June — and that its priority was "liquidity management," which it said has included securing $1 billion in concessions from landlords and other creditors, drawing down on $375 million in revolving credit and the sale of its nine theaters in Latvia, Lithuania and Estonia for $77 million. In April 2020, AMC floated a $500 million debt offering after it was sued for $7.5 million in unpaid rent it owed in Florida and it announced plans to sell 15 million shares of stock in September. According to the third quarter report, this offering and a second 15 million share offering in October raised nearly $98 million. Weil Gotshal & Manges LLP is serving as counsel for AMC on the offering. Representatives for AMC did not immediately respond to requests for comment Friday, December 4, 2020. About AMC Entertainment Holdings Inc. AMC Entertainment Holdings, Inc., is engaged in the theatrical exhibition business. It operates through theatrical exhibition operations segment. It licenses first-run motion pictures from distributors owned by film production companies and from independent distributors. The Company also offers a range of food and beverage items, which include popcorn; soft drinks; candy; hot dogs; specialty drinks, including beers, wine and mixed drinks, and made to order hot foods, including menu choices, such as curly fries, chicken tenders and mozzarella sticks. AMC operates over 900 theatres with 10,000 screens globally, including over 661 theatres with 8,200 screens in the United States and over 244 theatres with approximately 2,200 screens in Europe. The Company's subsidiary also includes Carmike Cinemas, Inc. AMC has been forced to close its shutter its theaters when the Covid-19 pandemic struck in March 2020. It has reopened its theaters but admissions have been substantially low. The world's biggest theater chain said in an October filing that liquidity will be largely depleted by the end of this year or early next year if attendance doesn't pick up, and it's exploring actions that include asset sales and joint ventures. AMC ENTERTAINMENT: Will Raise Up to $844M to Keep Business Afloat ----------------------------------------------------------------- Dary McNary of Variety reports that AMC Entertainment Holdings has filed to raise up to $844 million by selling stock as the exhibitor struggles to stay afloat during the COVID-19 pandemic. The S-3 filing with the Securities and Exchange Commission said AMC plans to sell up to 200 million shares at an estimated offering price of $4.22 per share, based on trading Nov. 30, 2020. Shares plunged 69 cents to $3.63 in trading on the New York Stock Exchange. It's the fourth time since September that AMC has announced a stock sale to raise cash. The beleaguered chain warned on Oct. 20, 2020 that it might have to file for Chapter 11 bankruptcy if it could not obtain additional sources of liquidity. In the new filing, AMC warned, "Our ability to obtain additional liquidity, which if not realized or insufficient to generate the material amounts of additional liquidity that will be required until we are able to achieve more normalized levels of operating revenues, likely would result with us seeking an in-court or out-of-court restructuring of our liabilities, and in the event of such future liquidation or bankruptcy proceeding, holders of our common stock and other securities would likely suffer a total loss of their investment." The filing comes as the North American box office struggles to attract moviegoers amid a reluctance by major studios to release new titles. Universal's animated family comedy "The Croods: A New Age" dominated business with $14.3 million during the slow Thanksgiving holiday weekend at 2,211 theaters with about half of domestic locations still closed. It was the lowest Thanksgiving haul in recent history. About AMC Entertainment AMC Entertainment Holdings, Inc., is engaged in the theatrical exhibition business. It operates through theatrical exhibition operations segment. It licenses first-run motion pictures from distributors owned by film production companies and from independent distributors. The Company also offers a range of food nd beverage items, which include popcorn; soft drinks; candy; hot dogs; specialty drinks, including beers, wine and mixed drinks, and made to order hot foods, including menu choices, such as curly fries, chicken tenders and mozzarella sticks. AMC operates over 900 theatres with 10,000 screens globally, including over 661 theatres with 8,200 screens in the United States and over 244 theatres with approximately 2,200 screens in Europe. The Company's subsidiary also includes Carmike Cinemas, Inc. AMC has been forced to shutter its theaters when the Covid-19 pandemic struck in March 2020. It has reopened its theaters but admissions have been substantially low. The world's biggest theater chain said in an October 2020 filing that liquidity will be largely depleted by the end of this year or early next year if attendance doesn't pick up, and it's exploring actions that include asset sales and joint ventures. AMERICAN BERBER: Unsecureds Will be Paid in Full in Plan -------------------------------------------------------- American Berber, Inc., submitted a Plan and a Disclosure Statement. The Debtor's assets as of the date herein consist of (a) a bank account with a value of $2,683.63; (b) accounts receivables outstanding less than 90 days in the amount of $0.00; (c) accounts receivable outstanding more than 90 days in the amount of $289,156.03 with an unknown value; (d) finished goods in the amount of $839,821.70, (e) office furniture with a value of $5,000.00 (f) a customer list with an unknown value, (g) goodwill with an unknown value; and (h) claims against Mitch Smith and Joseph Farless with an unknown value. Under the Plan, Class 1: Asserted Priority Claim of Tom Mathis is impaired. Class 1 shall consist of the asserted priority claim of Tom Mathis as asserted in American Berber Proof of Claim 243 in the amount of $12,700.00. If the Class 1 Claim is Allowed as a priority claim, it shall be paid in full on the first anniversary of the Effective Date of the Plan. If the Class 1 Claim is Allowed as an unsecured claim, it shall be reclassified and treated as a Class 5 claim. If the Class 1 Claim is disallowed, Debtor shall not pay anything on such claim. Class 5 General Unsecured Claims will be in full without interest in five equal annual payments, commencing on May 5 of the first full year following the Effective Date, continuing on May 5 of the following three years, and ending with a final payment on May 5 of the fifth full year following the Effective Date. Class 6: Unsecured Convenience Class Claims -- consisting of unsecured claims less than or equal to $1,000 -- is impaired. Holders of Allowed Class 6 Claims will be paid in full without interest on January 5th of the first year following Effective Date. Class 7: Asserted Claims of Joseph Farless -- consisting of the claim of Joseph Farless filed on July 30, 2019 as proof of claim 11 in the amount of $636,364 -- is impaired. The Asserted Farless Claim shall be modified by any Final Order authorizing or approving a settlement or issuing a judgment in the Farless Adversary Proceeding and such amount shall be the "Allowed Farless Claim." To the extent that there is any Allowed Farless Claim, such claim shall be satisfied in full as provided for in Class 5 of the Johnson Plan. Class 8: Asserted Claims of Mitch Smith -- consisting of the contingent claim of Mitchell Smith in the amount of $700,000 -- is impaired. The Asserted Smith Claim shall be modified by any Final Order authorizing or approving a settlement or issuing a judgment in the Smith Adversary Proceeding against Smith and in favor of Johnson or Debtor. Such amount shall be the "Allowed Smith Claim." Class 9: Interestswill be cancelled. The 100% of the ownership in Debtor will be issued to Howard E. Johnson in exchange for new value of $15,000 paid to the Debtor on the effective date. The source of funds for the payments pursuant to the Plan is the continued operation of the Business as well as potential recovery under the pending adversary proceeding against James Mitchell Smith. A full-text copy of the Disclosure Statement dated October 12, 2020, is available at https://tinyurl.com/y5gv2d23 from PacerMonitor.com at no charge. Attorney for Debtor: Cameron M. McCord Jones & Walden, LLC 699 Piedmont Ave NE Atlanta, Georgia 30308 (404) 564-9300 About American Berber Inc. American Berber, Inc., a manufacturer of carpets and rugs in Calhoun, Ga., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-41154) on May 16, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The case is assigned to Judge Barbara Ellis-Monro. Jones & Walden, LLC, is the Debtor's bankruptcy counsel. ANOTHER DAN MOON: Unsecureds to Be Paid in Full Over Time --------------------------------------------------------- Another Dan Moon is seeking confirmation of a reorganization plan that provides that unsecured creditors will be paid in full over time. On the Effective Date, the Plan provides that holders of allowed administrative and priority Claims will be paid in full. The class of allowed general unsecured claims, Class 4, consists of all claims of general unsecured creditors, who shall receive payments over time. In full satisfaction of Class 4 Claims, the Debtor will pay this class in full over 60 months on a pro rata basis to general unsecured creditors. Payments in this class will be made quarterly.No prepayment penalty shall apply to this class. Estimated quarterly payments are $850.86. The Reorganized Debtor will continue to operate to make sure there is sufficient monthly cash to pay all plan payments. According to court filings, general unsecured creditors have voted to accept the Plan. A copy of the Disclosure Statement dated Oct. 22, 2020, is available at: https://www.pacermonitor.com/view/VVPLU7I/Another_Dan_Moon_Global_Enterprise__flmbke-20-00216__0053.0.pdf About Another Dan Moon Another Dan Moon Global Enterprise Limited Liability Company operates an epicurean restaurant in Daytona Beach, Florida. Another Dan Moon filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 20-00216) on Jan. 23, 2020. Jason A. Burgess, Esq. of THE LAW OFFICES OF JASON A. BURGESS, LLC is the Debtor's Counsel. ARANDELL HOLDINGS: Finalizes Saothair Deal, Emerges From Chapter 11 ------------------------------------------------------------------- Arandell Holdings, Inc., announced on Dec. 4, 2020 that it has finalized an agreement approved by the U.S. Bankruptcy Court for the District of Delaware that calls for Saothair Capital Partners ("Saothair") to invest in the business, clearing the way for emergence from Chapter 11 of the U.S. Bankruptcy Code. "Saothair's investment is a testament to the overall strength of our business model and market position," said Brad Hoffman, President and CEO of Arandell. "We're excited to complete the process and move forward as a company, continuing our recent growth into 2021 and beyond." Under the agreement, an affiliate of Saothair, a private equity firm based in the Philadelphia area, will become the controlling shareholder of the Company’s business and assets. The business will retain the same leadership structure, will continue operations at its current location in Southeast Wisconsin, and will emerge strongly capitalized with a conservative balance sheet. Arandell filed for business reorganization under Chapter 11 in August, driven in large part by industry changes resulting from the COVID-19 pandemic. Since then, the Company has maintained normal operations, preserved more than 500 jobs, steadily increased overall revenue growth, and is on track to return to pre-COVID19 revenue growth in 2021. As one of the country's largest and most experienced printers with an efficient mailing distribution network, Arandell presents a strong foundation and world-class team to achieve ongoing growth, factors that led to Saothair's interest. "Arandell has been able to achieve its market position by having a strong business model, disciplined leadership team, and a focused workforce, all of which makes them a strong partner," said Kevin Madden, Saothair's Managing Partner. "Arandell's ability to maintain its market position amid the pandemic and reorganization process underscores all the positive attributes that make us believe the business is poised to continue its growth trajectory." About Arandell Holdings Arandell -- https://www.arandell.com/ -- is a commercial printing company that is located in Menomonee Falls, Wisconsin. The Company's largest customers are blue chip major retailers and recognized brands using direct mail catalogs to promote both in-store and e-commerce sales. Arandell's products and services include the production and delivery of higher-end catalogs and other promotional products along with related data analytics services supporting the needs of marketers. Arandell Holdings, Inc., based in Menomonee Falls, WI, and its debtor-affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11941) on Aug. 13, 2020. The Hon. John T. Dorsey presides over the case. In the petition signed by Bradley J. Hoffman, president and CEO, Arandell was estimated to have $10 million to $50 million in assets and $100 million to $500 million in liabilities. The Debtors tapped STEINHILBER SWANSON LLP, and YOUNG CONAWAY STARGATT & TAYLOR, LLP, as counsel. VON BRIESEN & ROPER S.C., is special corporate counsel. HARNEY PARTNERS, is the financial advisor. PROMONTORY POINT CAPITAL, is the investment banker. BMC GROUP, INC., is the claims and noticing agent. AT HOME GROUP: Posts $47.1 Million Net Income in Third Quarter -------------------------------------------------------------- At Home Group Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $47.08 million on $469.98 million of net sales for the 13 weeks ended Oct. 24, 2020, compared to a net loss of $14.65 million on $318.73 million of net sales for the 13 weeks ended Oct. 26, 2019. For the 39 weeks ended Oct. 24, 2020, the Company reported a net loss of $222.44 million on $1.17 billion of net sales compared to net income of $9.62 million on $967.32 million of net sales for the 39 weeks ended Oct. 26, 2019. As of Oct. 24, 2020, the Company had $2.37 billion in total assets, $1.97 billion in total liabilities, and $399.64 million in total shareholders' equity. Lee Bird, chairman and chief executive officer, stated, "We not only delivered record comps of 44% in the third quarter, but also generated strong earnings flow through as well as excellent free cash flow. Our leverage ratio of 0.9x is our lowest ever as a public company and reflects continued strength in our business and the significant transformation of our balance sheet. Our inventory position is improving meaningfully, and fourth quarter performance to date has remained strong as our customers continue to find joy in refreshing their homes and decorating for the holidays." Mr. Bird continued, "Longer term, I couldn't be more excited about our ability to expand our market share in a large, highly fragmented and growing industry. We have the potential to grow our store base nearly three times larger, and our real estate opportunities are only getting stronger. We also believe we can drive revenue per store significantly higher through both our in-store and omnichannel strategies. With our unique, value-oriented offering, talented team members, and growing loyalty base, we can be the home decor retailer of choice for years to come." Balance Sheet Highlights as of Oct. 24, 2020 * Net inventories decreased 19.5% to $347.4 million from $431.5 million as of Oct. 26, 2019, primarily due to strong demand for its products and reduced inventory purchases during the time its stores were temporarily closed earlier this year related to COVID-19. * Total liquidity (cash of $33.9 million plus $326.5 million in borrowings available under its ABL Facility) was $360.4 million. * Long-term debt was $314.5 million compared to $335.7 million as of Oct. 26, 2019. There was no outstanding amount under its ABL Facility revolving credit loans as of Oct. 24, 2020 compared to $299.0 million outstanding as of Oct. 26, 2019. For the Thirteen Weeks Ended October 24, 2020 * The Company opened no new stores in the third quarter of fiscal 2021 and ended the quarter with 219 stores in 40 states. The Company has opened a net 6 stores since the third quarter of fiscal 2020, representing a 2.8% increase. * Net sales increased 47.5% to $470.0 million from $318.7 million in the third quarter of fiscal 2020 due to a 44.1% increase in comparable store sales driven by strong demand and the continued rollout of its strategic initiatives and, to a lesser extent, the net increase in open stores. * Gross profit increased 99.9% to $170.7 million from $85.4 million in the third quarter of fiscal 2020. Gross margin increased 950 basis points to 36.3% from 26.8% in the prior year period primarily driven by leverage on its occupancy costs and depreciation expense as a result of increased sales, product margin expansion, and lower freight expenses incurred when stores were closed at the onset of the COVID-19 pandemic. * Selling, general and administrative expenses increased 30.0% to $97.2 million from $74.8 million in the prior year period. Adjusted SG&A increased 29.8% year-over-year to $97.2 million. As a percentage of net sales, SG&A and Adjusted SG&A each improved by 280 basis points to 20.7% from 23.5%, primarily due to operating leverage and lower preopening expenses, partially offset by increased incentive compensation expense. * Operating income was $71.3 million compared to $2.0 million in the third quarter of fiscal 2020. Adjusted operating income increased to $71.3 million from $8.5 million in the prior year period. Adjusted operating margin increased 1,250 basis points to 15.2% from 2.7% driven by the gross margin and adjusted SG&A factors. * Interest expense decreased to $7.8 million from $8.5 million in the third quarter of fiscal 2020, primarily due to the repayment of its Term Loan and significantly lower borrowings under its revolving credit facility, partially offset by interest incurred on its long-term debt, including its 8.750% Senior Secured Notes due 2025. * Income tax expense was $13.3 million compared to $8.1 million in the third quarter of fiscal 2020. The effective tax rate was 22.0% compared to (125.0)% in the prior year period. * EPS was $0.71 compared to $(0.23) in the third quarter of fiscal 2020. Pro forma adjusted EPS was $0.74 compared to $0.00 in the prior year period. * Adjusted EBITDA increased 184.9% to $93.8 million compared to $32.9 million in the third quarter of fiscal 2020. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1646228/000155837020014135/home-20201024x10q.htm 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. AVENTIV TECHNOLOGIES: S&P Alters Outlook to Stable & Affirms B- ICR ------------------------------------------------------------------- S&P Global Ratings revised its outlook to stable from negative and affirmed the 'B-' rating on U.S.-based inmate telecommunications services provider Aventiv Technologies LLC (formerly Securus Technologies Holdings LLC). The stable outlook reflects downside cushion in S&P's expectation that the company will continue expanding its high-margin tablet business, improving revenue and EBITDA margin, and deleveraging over the next 12 months. Upside is limited by potential longer-term political and regulatory risks and an aggressive financial policy. S&P said, "We expect Aventiv to report EBITDA interest coverage in the low-2x area for 2020, improving to the low- to mid-2x area in 2021, with positive free cash flow and adequate liquidity through 2021. Revenue and EBITDA margin increased faster than anticipated this year. With many facilities on lockdown, not allowing visitors due to the COVID-19 pandemic, high-margin e-messaging and video connect revenue surged. Additionally, Aventiv stated it is getting requests for expedited installations from facilities that don't have these programs. The lack of in-person visits also contributed to higher call volumes. However, Aventiv gave a significant number of free calls to inmates, offsetting revenue gains from that segment. As a result, we anticipate growth will continue through 2021. Furthermore, contributions from improved EBITDA and working capital significantly improved free operating cash flow (FOCF) more than previously assumed. "While we project improving financial performance through 2021, potential regulatory risk remains, leading us to tighten our upgrade threshold. Criminal justice reform is a high priority of President-elect Joe Biden. Although still possible with a Republican-controlled U.S. Senate, it will be easier for Democrats to implement reform if they gain control. This could significantly reduce the average daily prisoner population, with a corresponding decline in call volumes, and reduce revenues for prison service providers. Increasing regulatory risk could affect long-term performance. We tightened our upgrade threshold in line with that for Global Tel*Link Corp., to 6x from 6.5x at the 'B-' rating." Here's why S&P believes Democrats will seek to lower the daily prison population and how it might affect privately run prisons and phone service providers: -- Biden has repeatedly said nobody should be in jail for nonviolent drug crimes. He's called for increased access to mental health care or rehabilitation in place of incarceration. According to criminal justice think tank The Prison Policy Initiative, 450,000 inmates (1 in 5) are incarcerated for nonviolent drug offenses on any given day. Releasing this population from prison means they wouldn't use or pay for prison phone services. -- Biden's plan includes ending cash bail and a ban on jailing people who cannot pay fines and fees. The Prison Policy Initiative states that more than 450,000 "presumed innocent" people are in jail on any given day despite without a conviction, sometimes because they can't afford bail or are waiting to make bail. Similarly, according to a New York City Criminal Justice Agency report, even when bail is $500 or less, nearly 85% of defendants cannot afford it. If Biden can implement these bail-related initiatives, incarceration rates would likely decrease, along with customers and revenue for prison phone-service providers. With respect to private prison operators (and some phone service providers), eliminating or reducing cash bail could encourage demand for electronic monitoring devices, a benefit. -- Wide-ranging overarching policy changes will take time to implement. Many proposals pertain solely to federal prisons, while the bulk of U.S. prisoners are in state-run facilities. However, we believe a Biden administration would likely enact federal policies aimed at incentives to reduce the average daily population held in state prisons. And, over time, prison phone operators could face decreased demand for their services. S&P said, "We continue to view increasing regulations and rate capping as a long-term risk. Biden said he "will support the passage of legislation to crack down on the practice of private companies charging incarcerated individuals and their families outrageously high fees to make calls." While we continue to view regulatory oversight as a potential longer-term risk to prison phone operators' traditional voice business, the U.S. Court of Appeals for the Capital District ruled against implementing intrastate rate caps by the Federal Communications Commission (FCC). While Congress could introduce a framework for new pricing regulation, we believe there would be local resistance because many counties rely on income generated from prison phone calls." Moreover, prison phone providers generate only 15% of traditional voice revenue from interstate calls regulated by the FCC and federal government. While the risk of sweeping nationwide regulation on the remaining 85% of traditional voice revenue is slight, state and local municipalities could limit rates, which could hinder profitability over the long run. Additionally, when call rates are capped, volumes increase and prison phone operators can renegotiate prisons commissions to maintain similar profitability. However, there's no guarantee the trend will continue. As a result, if rate caps become more prevalent, we'll need to evaluate the overall effect on prison phone operators' profitability, not just revenue, and credit quality. S&P said, "The stable outlook reflects our expectation for Aventiv to continue expanding its high-margin tablet business, increasing revenue, expanding EBITDA margin, and deleveraging over the next 12 months. We expect potential longer-term political and regulatory risks and an aggressive financial policy." While unlikely over the next year given EBITDA to interest coverage above 2x, S&P could lower the rating if: -- EBITDA growth remains stagnant, with negative FOCF such that S&P does not see a path to deleveraging; and -- S&P views the capital structure as unsustainable. Large contract losses, potential regulation causing lost earnings, or intensifying competition could drive this. While unlikely over the next year, S&P could raise the rating if: -- The company increases revenue and EBITDA such that leverage is sustained below 6x; and -- S&P is more confident regulation on the business or the possibility for debt-financed acquisitions and/or dividends, driven by financial sponsor owner Platinum Equity, would keep leverage below 6x. B&G FOODS: S&P Affirms 'BB' Secured Rating Amid Upsize Announcement ------------------------------------------------------------------- S&P Global Ratings affirmed its 'BB' issue-level rating on B&G Foods Inc.'s senior secured term loan B and revolving credit facilities following the company's announcement that it is issuing a $300 million term loan B add-on and upsizing its revolver to up to $800 million and extending its maturity. S&P's '1' recovery rating remains unchanged, indicating our expectation for very high recovery (90%-100%; rounded estimate: 95%) in the event of a payment default. B&G will use the proceeds from the term loan add-on to repay a portion of borrowings under its revolver that was used to fund its $550 million acquisition of the Crisco brand from The J.M. Smucker Co. S&P said, "At the same time, we lowered our issue-level rating on the company's existing unsecured notes to 'B' from 'B+' and revised our recovery rating to '5' from '4'. The '5' recovery rating indicates our expectation for modest recovery (10%-30%; rounded estimate: 20%). The lower recovery rating on these notes reflects the increase in priority debt in B&G's capital structure, which reduces the net value available to the unsecured creditors and weakens their recovery prospects. "Our 'B+' issuer credit rating on B&G remains unchanged. Pro forma for the acquisition and the proposed debt issuance, we estimate its leverage will weaken to the low-5x area from about 4.7x as of the 12 months ended Oct. 3, 2020. However, we expect the company to deleverage over the next couple quarters through profit growth and debt repayment as it continues to benefit from COVID-19 related tailwinds. "If the debt issuance is unsuccessful, or if the final terms and conditions materially differ from what was presented to us, we could reassess our ratings." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors B&G's proposed capital structure will comprise the following: -- The $800 million revolving credit facility due 2025; -- A $750 million term loan B ($672 million balance) due 2026, including the $300 million add-on; -- $900 million of 5.25% senior unsecured notes due 2025; and -- $550 million of 5.25% senior unsecured notes due 2027. Simulated default scenario -- S&P's simulated default scenario assumes increased competition from larger food manufacturers combined with rising commodity costs, economic weakness, a major product recall, or a failed large acquisition. These forces pressure the company's margins and sales volumes, contributing to a payment default occurring in 2024. -- B&G Foods Inc. is the borrower of the company's debt. The obligations under the revolver and the first-lien term loan are secured by a first-priority security interest in the borrower's equity interests and substantially all of the borrower's and subsidiary guarantors' tangible and intangible assets excluding real estate (including, without limitation, capital stock but limited to 65% of the capital stock of foreign subsidiaries), subject to certain exceptions. -- The notes issued by the borrower are unsecured. -- Given that the company generates the majority of its revenue in the U.S., S&P's simulated default scenario assumes its insolvency proceedings occur in the U.S. -- S&P has valued the company as a going concern using a 6.5x multiple of our projected emergence EBITDA. This multiple reflects the company's scale, well-recognized brands, and portfolio diversity. The emergence EBITDA of $277 million incorporates a 30% operational adjustment to reflect the company's ability to restore some profitability as it emerges from bankruptcy due to its scale and diverse portfolio. Calculation of EBITDA at emergence: -- Debt service assumption: $180 million (assumed default year interest) -- Minimum capital expenditure assumption: $33 million -- Operational adjustment: 30% Simplified waterfall -- Emergence EBITDA: $277 million -- Multiple: 6.5x -- Gross recovery value: $1.8 billion -- Net recovery value for waterfall after administrative expenses (5%): $1.7 billion -- Obligor/nonobligor valuation split: 100%/0% -- Collateral value available to first-lien debt: $1.7 billion -- Estimated secured claims: $1.4 billion --Secured recovery expectations: 90%-100% (rounded estimate: 95%) -- Collateral value available to unsecured debt: $320 million -- Estimated senior unsecured debt claims: $1.5 billion --Unsecured recovery expectations: 10%-30% (rounded estimate: 20%) B2B ENTERPRISE: Dec. 9 Plan & Disclosure Hearing Set ---------------------------------------------------- On Oct. 12, 2020, B2B Enterprise, Incorporated filed with the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, a Disclosure Statement and Plan of Reorganization. On October 22, 2020, Judge Janet S. Baer ordered that: * December 9, 2020, at 1:30 p.m. to be heard via Zoom either electronically or by telephone is the combined hearing on the adequacy of the Disclosure Statement pursuant to 11 U.S.C. Section 1125, and confirmation of the Plan. * December 4, 2020, is fixed as the last day for filing and serving written objections to the adequacy of the Disclosure Statement and confirmation of the Plan. * December 4, 2020, is fixed as the last day for filing written acceptances or rejections of the Plan. * Debtor's counsel shall file the ballot report as provided by Local Rule 3018-1 on or before December 7, 2020. The Debtor is represented by: Joel A. Schechter 53 West Jackson Blvd., Suite 1522 Chicago, IL 60604 Tel: 312-332-0267 E-mail: joel@jasbklaw.com About B2B Enterprise B2B Enterprise, Incorporated filed Chapter 11 Petition (Bankr. N.D. Ill. Case No. 19-35439) on Dec. 17, 2019. Joel A. Schechter, Esq., of LAW OFFICES OF JOEL A. SCHECHTER, is the Debtor's Counsel. B2B ENTERPRISE: Unsecureds Will Get 57% Under Plan -------------------------------------------------- B2B Enterprise, Incorporated, submitted a Plan and a Disclosure Statement. General unsecured creditors are classified in Class 4 and will receive a distribution of 57 percent of their allowed claims, to be distributed, pro rata, as follows: without interest, over 60 months, commencing on the Effective Date of the Plan. The monthly payment will be $1,766. Class 5 Equity Interest Holder Basheir Kamal will retain his stock ownership exchange for a new value contribution of $2,500 to be paid over 24 months. Payments and distributions under the Plan will be funded by existing cash on hand and future income. A full-text copy of the Disclosure Statement dated October 12, 2020, is available at https://tinyurl.com/yyrg9y2g from PacerMonitor.com at no charge. About B2B Enterprise B2B Enterprise, Incorporated filed Chapter 11 Petition (Bankr. N.D. Ill. Case No. 19-35439) on Dec. 17, 2019. Joel A. Schechter, Esq., of LAW OFFICES OF JOEL A. SCHECHTER, is the Debtor's Counsel. BAINBRIDGE UINTA: Sets Sale Procedures for Substantially All Assets ------------------------------------------------------------------- Bainbridge Uinta, LLC, and Bainbridge Uinta Holdings, LLC, ask the U.S. Bankruptcy Court for the Northern District of Texas to authorize the auction sale of substantially all assets to the highest and/or best bidder pursuant to the Bid Procedures Order, entered Oct. 30, 2020, if and only if they elect to proceed with a 363 Sale instead of a Chapter 11 Plan. A hearing on the Motion is set for Dec. 23, 2020 at 9:30 a.m. (CST). The Objection Deadline is Dec. 22, 2020 at 5:00 p.m. (CST). The Debtors have worked diligently with their prepetition secured lender, White Oak Global Advisors, LLC, to establish an agreed framework and path forward for these Bankruptcy Cases, as more fully set forth in their Agreement for Framework for Consensual Resolution of Chapter 11 Cases Between Debtors and White Oak Global Advisors, LLC. Pursuant to the Framework Agreement, the Debtors are concurrently pursuing a potential 363 Sale or confirmation of a Chapter 11 Plan, whichever is in the best interests of their estates and creditors. They have sought to retain an investment bank, Petrie Partners Securities, LLC, to assist with marketing the Debtors' assets and negotiating and implementing the proposed Transaction. The Framework Agreement contemplates that the Debtors, together with the Investment Banker, will immediately begin soliciting offers to purchase the Debtors' assets and/or become a sponsor for a potential Chapter 11 Plan. Based upon the offers and proposals received, the Debtors will elect whether to pursue a 363 Sale or confirmation of a Chapter 11 Plan. As more full set forth in the Framework Agreement, the Debtors retain the right to pursue confirmation of a Chapter 11 Plan instead of conducting a 363 Sale. White Oak retains certain rights related to both the 363 Sale process and potential Plans, which are set forth in the Bid Procedures and the Framework Agreement, and any Transaction remains subject to the provisions of such Framework Agreement. By the Motion, the Debtors ask authority to sell substantially all of their assets to the highest and/or best bidder pursuant to the Bid Procedures Order, entered Oct. 30, 2020, if and only if the Debtors elect to proceed with a 363 Sale instead of a Chapter 11 Plan. The Motion does not apply to any potential Chapter 11 Plan. Accordingly, the Debtors reserve the right to not proceed with the Motion. Per the Bid Procedures, the key dates and deadlines for the Transaction process are: a. Nov. 2, 2020 - Deadline for Debtors to file and serve the Notice of Contracts and Cure Amounts b. Nov. 2, 2020 - Deadline for Debtors to make the Form APA available in the Data Room c. Nov. 20, 2020 at 5:00 p.m. - Deadline for objections to proposed Cure Amounts d. Nov. 20, 2020 at 5:00 p.m. - Deadline for Debtors to make the Form Sale Order approving the Sale into the Data Room e. Nov. 24, 2020 at 5:00 p.m. - Call for Offers: Deadline for potential bidders and potential Plan Sponsors to submit Letters of Intent f. Dec. 8, 2020 at 5:00 p.m. - Deadline for Debtors, in consultation with the Consultation Parties and subject to the Agent's consent, to select Stalking Horse, if any g. Dec. 17, 2020 at 5:00 p.m. - Deadline to submit Plan Sponsor bids (if no Stalking Horse is timely selected) h. Dec. 17, 2020 - Deadline for Debtors, in consultation with the Consultation Parties and subject to the Agent's reasonable consent, to elect whether to ask confirmation of a Plan with a Plan Sponsor acceptable to the Agent or to proceed with a 363 Sale (in accordance with and subject to the terms of the Sale/Plan Framework Agreement) i. Dec. 18, 2020 at 5:00 p.m. - Deadline to submit Qualified Bids for 363 Sale j. Dec. 21, 2020 at 9:00 a.m. - Auction k. Dec. 22, 2020 (at least 24 hours prior to Sale Hearing) - Deadline for Debtors to file Sale Notice l. Dec. 22, 2020 at 5:00 p.m. - Deadline for objections to Sale m. Dec. 23, 2020 at 9:30 a.m. - Sale Hearing n. Jan. 15, 2020 - Deadline for Debtors to close on a 363 Sale In addition to these dates and deadlines, the Debtors have undertaken to establish a deadline for parties to file administrative expense claims. Pursuant to the Court's Order (I) Establishing Bar Date for Filing Administrative Expense Claims; (II) Approving Form and Manner of Notice of Administrative Bar Date; and (III) Granting Related Relief, and except as otherwise provided therein, any parties wishing to assert administrative expense claims arising or incurred prior to Nov. 30, 2020 must file a motion with the Court seeking allowance of such claims by no later than Dec. 15, 2020 at 5:00 p.m. (CT). As more fully set forth in the Bid Procedures, the Debtors have until Dec. 8, 2020 to select a Stalking Horse Bidder, if at all. Generally, if a Stalking Horse Bidder is selected and is not the Successful Bidder, the Stalking Horse may become entitled to certain Bid Protections (subject to the Bid Procedures) in the form of: (a) an expense reimbursement for reasonable and documented out-of-pocket expenses incurred in connection with the Stalking Horse Agreement in an aggregate amount equal to the lesser of (i) actual reasonable and documented out-of-pocket expenses and (ii) $150,000; and (b) a break-up fee in an amount not to exceed 2.5% of the cash portion of the purchase price under the Stalking Horse Agreement. White Oak has until the commencement of the Sale Hearing to submit its Credit Bid in the Sale process, which, if submitted in accordance with the Framework Agreement and Bid Procedures, will constitute the highest and best offer for the Debtors' Assets. The sale will be "as is, where is," free and clear of liens, claims, interests, and encumbrances. Through the Sale process, the Debtors will conduct an open process in accordance with the Bid Procedures, subject to review by the Court, that recognizes the rights of all parties-in-interest while providing the Debtors' estates with reasonably equivalent value in exchange for their assets. The Debtors, pursuant to the Bid Procedures, have disclosed the Cure Amounts which they believe must be paid in connection with their potential assumption of contracts and leases. The actual contracts and leases to be assumed will depend on the outcome of the Auction process and the terms of the Successful Bidder's Qualified Bid and APA. Nevertheless, to ensure the stability of the Auction process and to expedite the matters to be resolved prior to the closing of the Transaction, the Debtors ask as part of the Motion that all Cure Amounts be fixed according to the procedures set forth in the Bid Procedures pertaining to their notice of Cure Amounts and counter-party's opportunities to object to the same. The Debtors propose that any Cure Amount objections be heard and finally determined at the Sale Hearing, or at such other time as set by the Court or as mutually agreed to by them and the objecting counterparty. They also ask authority to assume and assign to the Successful Bidder any and all Designated Contracts, and that such Designated Contracts be deemed assumed by the Debtors and assigned to the Successful Bidder pursuant to the Sale Order. To ensure that adequate notice of the Motion is provided, the Debtors will serve it upon the Official Limited Service List in these Cases. They submit that, in light of the nature of the relief sought, no other or further notice need be given. About Bainbridge Uinta Bainbridge Uinta, LLC, develops and operates fields to extract crude oil and natural gas. Bainbridge Uinta sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Tex. Case No. 20-42794) on Sept. 1, 2020. In the petition signed by CEO Paul D. Ching, the Debtor was estimated to have assets of between $50 million and $100 million and liabilities of between $50 million and $100 million. Joseph M. Coleman, Esq. of Kane Russell Coleman Logan PC serves as counsel to the Debtors. Oak Hills Securities Inc. has tapped as financial advisor to the Debtors. Stretto is the Debtors' claims and noticing agent. BARNEY'S NEW YORK: New Owner ABG to Reopen Stores in 2021 --------------------------------------------------------- Jeff Yeung of Hypebeast reports that Barney's New York, under its new owner, Authentic Brands Group, is slated to reopen in 2021 following a stint in Chapter 11 bankruptcy. According to new reports, the luxury department store chain hoped to reopen this year, 2020, but those plans have now been delayed due to the ongoing coronavirus pandemic until at least the beginning of 2021. Two locations are expected to launch within the first quarter of 2021: a shop-in-shop within Manhattan's Saks Fifth Avenue flagship and a standalone store in Greenwich, Connecticut. The former was originally slated to reopen September 2020, but the plans fell through. On top of the two locations, the famed restaurant Fred’s will also return in 2021. The upcoming reopenings come after a turbulent 2020 for the company, which found itself suffering massively from the pandemic economy, ultimately leading to a Chapter 11 bankruptcy filing back in August of 2019. Following a brief period of bidding wars, the department store chain was acquired by Authentic Brands Group for $271.4 million USD, a deal that also led to the resignation of Barney's New York's CEO at the time, Daniella Vitale. About Barneys New York Barneys New York -- https://www.barneys.com/ -- is a creative destination for modern luxury retail, entertainment and dining. Barneys is renowned for being a place of discovery for some of the world's leading designers, and for creating the most discerning edit across women's and men's ready-to-wear, accessories, shoes, jewelry, cosmetics, fragrances, and home. Barneys' signature creativity and style comes to life through its innovative concepts and experiences, imaginative holiday campaigns, famed window displays, and exclusive activations. Barneys also operates its iconic restaurants, Freds at Barneys New York, serving an Italian-inspired and contemporary American menu within four of its flagship stores. Barneys New York, Inc., and four affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-36300) in Poughkeepsie, N.Y. The cases are assigned to Judge Cecelia G. Morris. Barneys disclosed $457 million in assets and $377 million in liabilities as of July 6, 2019. The Debtors tapped Kirkland & Ellis LLP as legal advisor, Houlihan Lokey as financial advisor, M-III Partners, L.P., as restructuring advisor, and Katten Muchin Rosenman LLP as conflicts counsel. Bankruptcy Management Solutions, Inc., which conducts business under the name Stretto, is the claims agent. BEAMABLE INC: Seeks to Tap Goodwin Procter as Corporate Counsel --------------------------------------------------------------- Beamable, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Goodwin Procter LLP as special corporate counsel. The Debtor seeks to retain Goodwin to offer specialized corporate legal advice and services on behalf of the Debtor and its estate during the course of the bankruptcy case. Specifically, the Debtor requires the benefit of Goodwin's particular expertise and unique institutional knowledge to negotiate and implement financing transactions with GrandBanks Capital Venture Fund II, LP, the noteholders, in anticipation of and/or in connection with the Subchapter V Plan, or other potential avenues for financing or equity. The hourly rates of attorneys primarily designated to represent the Debtor in this case are: David V. Cappillo, Partner $1,100 Paul Rosie, Partner $870 Associate $650 - $890 In addition, Goodwin will seek reimbursement for necessary out-of-pocket expenses incurred in connection with this representation. Goodwin has not received a retainer in connection with this chapter 11 case. As of the filing of this Chapter 11 case, Goodwin has incurred but not received payment for approximately $522 in services. Nathan A. Schultz, a partner in the Financial Restructuring Group at Goodwin Procter LLP, disclosed in court filings that the firm does not represent or hold any interest adverse to the Debtor or its estate. The firm can be reached through: Nathan A. Schultz, Esq. GOODWIN PROCTER LLP Three Embarcadero Center, 28th Floor San Francisco, CA 94111 Telephone: (415) 733-6000 Facsimile: (415) 677-9041 About Beamable Inc. Beamable, Inc., formerly Disruptor Beam Inc., is a software company in Framingham, Mass. Visit https://www.beamable.com for more information. Beamable sought Chapter 11 protection (Bankr. D. Mass. Case No. 20-40986) on Oct. 1, 2020. In the petition signed by Jon Radoff, chief executive officer, the Debtor disclosed total assets of $637,987 and total liabilities of $3,356,584. Ascendant Law Group, LLC, Goodwin Procter LLP, and CRS Capstone Partners, LLC serve as the Debtor's legal counsel, corporate counsel, and financial advisor, respectively. BEATRICE REALTY: Dec. 17 Hearing on Ablitt Plan Outline Set ----------------------------------------------------------- Judge Christopher J. Panos has entered an order within which the telephonic hearing on the motion of creditor Steven A. Ablitt to approve Second Amended Disclosure Statement with respect to his Second Amended Chapter 11 Plan of Reorganization for Beatrice Realty Group, LLC, is continued to December 17, 2020 at 4:00 P.M. A hearing was held Dec. 3, but the hearing on the Disclosure Statement was continued to Dec. 17 at the request of the parties. At the Dec. 17 hearing, the Court will also consider a motion by the Debtor seeking dismissal of its In its July motion seeking dismissal, counsel to the Debtor explained that he has conferred with counsel to Ablitt concerning the potential of the Debtor proposing a "bootstrap" plan. The parties have not been able to agree on the terms of a plan that Ablitt, as the holder of 97% of the dollar amount of the unsecured creditor class, would vote to accept. The Debtor does not believe that it could confirm a plan without Ablitt's support and vote. Steven Ablitt is represented by: David B. Madoff Steffani M. Pelton MADOFF & KHOURY LLP 124 Washington Street, Suite 202 Foxboro, MA 02035 Tel: (508) 543-0040 About Beatrice Realty Group Beatrice Realty Group, LLC, a real estate brokerage firm,sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-12552) on July 29, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $500,000 and liabilities of less than $1 million. The Law Office of Joseph G. Butler is the Debtor's counsel. BEATRICE REALTY: Objects to Ablitt's Amended Plan & Disclosure -------------------------------------------------------------- Debtor Beatrice Realty Group, LLC objects to the adequacy of the Amended Disclosure Statement regarding the Amended Chapter 11 Plan of Reorganization submitted by Steven Ablitt on September 24, 2020. As grounds for its objection, the Debtor states that: * The Amended Disclosure Statement does not provide adequate information that would enable a hypothetical reasonable investor typical of the holders of claims or interests of the relevant class to make an informed judgment about the plan. * The Amended Disclosure Statement does not disclose the amount of the payment to be made in exchange for the equity to be transferred, or the source of the funds to make that payment. * The Amended Disclosure Statement does not disclose the amount of money which may be necessary to bring the Citizens claim current and to reinstate the loan pursuant to the loan documents. * The Amended Disclosure Statement should provide details about any effort by the Plan Proponent to obtain the consent of the Subfranchisor to the Transfer of the equity interest in the Debtor contemplated by the Plan. * Counsel for the Debtor is holding a retainer in the amount of $10,801 and intends to seek compensation in an amount not more than $24,000, and the two non-tax priority claims in the amount of $3461.54 have been paid. The liquidation analysis should be revised to reflect those amounts. * The Amended Disclosure Statement should, as part of any statement concerning the feasibility of the Amended Plan, at a minimum, disclose the amount of funds necessary to consummate the Amended Plan on the Effective Date, the source(s) of those funds and to whom the funds are to be distributed. Beatrice Realty is represented by: Joseph G. Butler c/o Law Office of Joseph G. Butler 355 Providence Highway Westwood, MA 02090 Tel: (781) 636-3638 E-mail: JGB@JGButlerlaw.com About Beatrice Realty Group Beatrice Realty Group, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-12552) on July 29, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $500,000 and liabilities of less than $1 million. The Law Office of Joseph G. Butler is the Debtor's counsel. BEATRICE REALTY: Steven Ablitt Proposes 100% Plan ------------------------------------------------- Creditor Steven Ablitt has proposed a plan of reorganization for Beatrice Realty Group. Ablitt on Nov. 9, 2020, filed a Second Amended Plan and a corresponding Amended Disclosure Statement. The Plan contemplates that in exchange for a payment that will provide for a substantial dividend to unsecured creditors, the equity of the Reorganized Debtor will be transferred to a to-be-formed Massachusetts limited liability company, which will be owned by Steven Ablitt and Mark Joseph, a Massachusetts attorney who will obtain his broker's license. The Plan will be sufficient to: (i) satisfy all administrative and priority claims; and (ii) pay an 100% dividend to the holders of allowed general unsecured claims on the Effective Date of the Plan. In addition, the Reorganized Debtor will repay the secured claim of Citizens Bank in full, over a five 5-year period, at a rate of 5 percent per annum. Under the Plan, Citizens shall receive 60 consecutive monthly payments of $1,082 each, commencing on the Effective Date, and continuing until such time as the Citizens Claim is paid in full. 100% of the unsecured claim of Steven Ablitt will be assumed by the Reorganized Debtor and paid only when all other Allowed Claims have been satisfied. Ablitt anticipates that on the Effective Date, he will pay approximately $27,296.24 in full satisfaction of all administrative, priority and general unsecured claims (except the unsecured claim of Steven Ablitt), and in partial satisfaction of the Citizens Claim. A full-text copy of the Amended Disclosure Statement dated November 9, 2020, is available at https://www.pacermonitor.com/view/3DKQVFQ/Beatrice_Realty_Group_LLC__mabke-19-12552__0141.0.pdf?mcid=tGE4TAMA STEVEN ABLITT's attorneys: David B. Madoff Steffani M. Pelton MADOFF & KHOURY LLP 124 Washington Street, Suite 202 Foxboro, MA 02035 Tel: (508) 543-0040 About Beatrice Realty Group Beatrice Realty Group, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-12552) on July 29, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $500,000 and liabilities of less than $1 million. The Law Office of Joseph G. Butler is the Debtor's counsel. BOY SCOUTS: Seeks Approval to Hire JLL Valuation as Appraiser ------------------------------------------------------------- The Boy Scouts of America and Delaware BSA, LLC seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ JLL Valuation & Advisory Services, LLC as appraiser and valuation services provider. The Debtors desire to employ JLL to appraise approximately 300 Local Council Properties, representing fee simple interests in office buildings, campgrounds, and certain other properties, including vacant land. The Debtors have had preliminary discussions with the Tort Claimants' Committee regarding the utility of appraising certain Local Council Properties in connection with the plan mediation, and the Debtors and JLL are committed to working collaboratively with any appraiser that might in the future be retained, including by the Tort Claimants' Committee, to avoid unnecessary duplication of services. JLL will be paid for its appraisal services at these rates: Base Complex Office $2,500 $3,000 - $6,000 Campground $2,500 $3,000 - $8,000 JLL has not received any payments from the Debtors to date. Eric L. Enloe, a managing director of JLL Valuation & Advisory Services, 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 does not hold or represent any interest adverse to the Debtors' estates. The firm can be reached through: Eric L. Enloe, MAI, CRE, FRICS JLL VALUATION & ADVISORY SERVICES, LLC 200 E Randolph, 47th Floor Chicago, IL 60601 Telephone: (312) 252-8913 E-mail: Eric.Enloe@am.jll.com About The Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, Alvarez & Marsal North America, LLC as financial advisor, and JLL Valuation & Advisory Services, LLC as appraiser and valuation services provider. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. BRIAN P. RUSH: Seeks Approval to Hire David W. Steen as Counsel --------------------------------------------------------------- Brian P. Rush, P.A. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ David W. Steen, P.A. as counsel. The Debtor desires to employ the law office of David W. Steen, P.A. to represent the Debtor as its general bankruptcy counsel in connection with the Chapter 11 case. As of the petition date, the law firm was paid the sum of $20,000.00 of the agreed retainer, which included the filing fee in the amount of $1,717.00. David W. Steen, Esq., disclosed in court filings that the firm and its attorneys are "disinterested persons" as that term is defined in section 101(14) of the Bankruptcy Code and do not hold or represent any interest adverse to the Debtor's estate. The firm can be reached through: David W. Steen, Esq. P.O. Box 270394 Tampa, FL 33688-0394 Telephone: (813) 251-3000 E-mail: dwsteen@dsteenpa.com About Brian P. Rush, P.A. Brian P. Rush, P.A. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-08442) on November 13, 2020, listing under $1 million in both assets and liabilities. David W. Steen, Esq., of David W. Steen, P.A. serves as the Debtor's counsel. BRITTMOORE SS: Court Confirms Reorganization Plan ------------------------------------------------- Judge Christopher Lopez has entered an order confirming the Plan of Brittmoore SS Investment, LLC, in its entirety under Section 1129 of the Bankruptcy Code. The Plan Documents, as Filed with the Court, are necessary and appropriate to effectuate the transactions contemplated under the Plan and are APPROVED and deemed part of the Plan as if fully set forth therein. The Disclosure Statement contains "adequate information" within the meaning of Section 1125 of the Bankruptcy Code and the Disclosure Statement is approved in all respects pursuant to section 1125 of the Bankruptcy Code and Bankruptcy Rule 3017. The Debtor was and continues to be eligible for relief under section 109 of the Bankruptcy Code and is the proper plan proponent under section 1121(a) of the Bankruptcy Code. About Brittmoore SS Investment Brittmoore SS Investment, LLC, based in Houston, TX, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 20-32901) on June 1, 2020. In the petition was signed by Stefan Knieling, managing member, the Debtor was estimated to have $10 million to $50 million in both assets and liabilities. The Hon. Christopher M. Lopez oversees the case. Okin Adams LLP, serves as bankruptcy counsel to the Debtor. BRITTMOORE SS: Trade Creditors Unimpaired; Jernigan Get Ownership ----------------------------------------------------------------- Brittmoore SS Investment, LLC, submitted a Plan and a Disclosure Statement. The Debtor has filed the Plan with the Bankruptcy Court. As more fully set forth in the Plan, the Plan provides for distributions to Holders of Allowed Claims and Interests from, among other things: (i) Cash from the Administrative Expense Reserve; (ii) New Equity Interests in the Reorganized Debtor; (iii) Cash from the Debtor's operations in the ordinary course; and (iv) participation rights in the Earnout Payment, if any, on the Trigger Date. The Plan shall be implemented on the Effective Date. At the present time, and subject to the negotiation and finalization of the Plan Documents (and all documents relating thereto), the Debtor believes that there will be sufficient funds, as of the Effective Date, to pay in full the expected payments required under the Plan to Holders of Allowed Administrative Claims and Holders of Allowed Priority Non-Tax Claims in Class 1(a), all as more fully set forth in the Plan. Holders of Claims in class 2 - Allowed Jernigan Secured and Deficiency Claim, class 4 - Allowed TMS Claims, class 5 - Allowed TMSC Claims, and class 6 - Allowed GSH Claims are Impaired under the Plan, and will receive distributions on the Effective Date, or at such other time as the Reorganized Debtor makes distributions in accordance with their respective treatment under the Plan. Specifically, Jernigan shall receive, on account of its Allowed Jernigan Secured Claim and Deficiency Claim, 100% of the New Equity Interests in the Reorganized Debtor. Classes 4, 5, and 6 shall receive the right to participate in the Earnout Payment, if any, pursuant to terms and conditions as more fully set forth in the Plan. Holders of Class 3 Allowed Unsecured Trade Claims shall be paid in the ordinary course of business and are Unimpaired under the Plan. Holders of Class 7 Equity Interests are Impaired under the Plan and shall not receive or retain any property under the Plan on account of such Interests. A full-text copy of the Disclosure Statement dated October 26, 2020, is available at https://tinyurl.com/y6svnu3f from PacerMonitor.com at no charge. Attorneys for the Debtor: Christopher Adams John Thomas Oldham OKIN ADAMS LLP 1113 Vine St., Suite 240 Houston, Texas 77002 Tel: 713.228.4100 Fax: 888.865.2118 Email: cadams@okinadams.com Email: joldham@okinadams.com About Brittmoore SS Investment Brittmoore SS Investment, LLC, based in Houston, TX, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 20-32901) on June 1, 2020. In the petition was signed by Stefan Knieling, managing member, the Debtor was estimated to have $10 million to $50 million in both assets and liabilities. The Hon. Christopher M. Lopez oversees the case. Okin Adams LLP, serves as bankruptcy counsel to the Debtor. C & C ENTITY: Seeks to Hire Umbreit Wileczek as Accountant ---------------------------------------------------------- C & C Entity, L.P. and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Umbreit Wileczek & Associates, P.C. as accountant. The Debtors require the firm to evaluate and address accounting issues related to preparation of financial reports and Bankruptcy Schedules and portions of the Statement of Financial Affairs, filing of monthly operating reports, and development of a plan of reorganization. The firm's professionals will be paid at their normal hourly rates: Accountant $300 Support Staff $105 - $150 The Debtors believe that employing the accountant will be in the best interest of the estates. The firm can be reached through: UMBREIT WILECZEK & ASSOCIATES, P.C. 714 East Baltimore Pike Kennett Square, PA 19348 Telephone: (610) 444-3222 Facsimile: (610) 444-9341 E-mail: uwa@uwacpa.com About C & C Entity, L.P. C & C Entity, L.P. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 20-13775) on September 18, 2020. C & C President Charles Cardile, Jr. signed the petition. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $50,000. Judge Ashely M. Chan oversees the case. The Debtor tapped Offit Kurman, P.C. as counsel and Umbreit Wileczek & Associates, P.C. as accountant. CALFRAC WELL: Wilks Brothers Withdraws Bid After Court Decision --------------------------------------------------------------- Luzi Ann Javier of Bloomberg News reports that Wilks Brothers said its bid for Calfrac Well Services should be regarded as withdrawn and terminated after the Alberta Court of Appeal dismissed its appeal of the final order on the target company's restructuring. The court decision "is a gateway for the use of the CBCA to permit debtors to rewrite (or ignore) their contractual obligations with certain of their creditors (deemed "unaffected") under the guise of being for the benefit of all stakeholders," Wilks said in a statement. As a result of the court decision, Wilks said it will not take up and pay for any Calfrac shares deposited. About Calfrac Well Services Calfrac Well Services Ltd. is a Calgary, Alberta-based provider of hydraulic fracturing services to exploration and production (E&P) companies. Calfrac Well Services in missed its June 15, 2020 interest payment on its senior unsecured notes due 2026. Calfrac in July 2020 commenced in the Court of Queen's Bench of Alberta (Calgary) proceedings under Sec. 192 of the Canadian Business Corporation Act, R.S.C. 1985 ("CBCA"). Calfrac Well Services Corp. filed a Chapter 15 case (Bankr. S.D. Tex. Case No. 20-bk-33529) on July 13, 2020, to seek recognition of its Canadian proceedings. The Hon. David R Jones is the case judge. Porter Hedges LLP is counsel in the U.S. case. CALPINE CORP: S&P Rates $1-Bil. Sr. Secured Notes Due 2031 'BB+' ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '1' recovery rating to Calpine Corp.'s proposed $1.0 billion senior secured notes due 2031. The '1' recovery rating indicated its expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of a default. S&P said, "Earlier this week we had also assigned our 'BB+' issue-level rating and '1' recovery rating to Calpine's $750 million Term Loan B due 2027. The company intends to use the net proceeds from the two offerings to repay a portion of its $1.5 billion term loan B5 due January 2024 and to partially tender for its 5.26% 2026 senior secured notes. "Our 'BB-' issuer credit rating on Calpine is based on our 'fair' assessment of its business risk profile and our 'aggressive' assessment of its financial risk profile (also a financial policy score of FS-5). The outlook factors our expectation that adjusted debt to EBITDA will improve to less than 5x and remain about 4.75x through 2022." Calpine is a diversified independent power producer that operates in the retail and wholesale markets in 23 U.S. states. It was taken private in 2017 by an investor consortium led by Energy Capital Partners. For the complete issuer credit rating rationale, please see our most recent research update on Calpine, published Sept. 28, 2020. CBL & ASSOCIATES: Seeks to Hire Weil Gotshal as Legal Counsel ------------------------------------------------------------- CBL & Associates Properties, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Weil, Gotshal & Manges LLP as attorneys. Weil will perform these legal services to the Debtors: (a) take all necessary action to protect and preserve the Debtors' estates; (b) prepare on behalf of the Debtors, as debtors-in-possession, all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtors' estates; (c) take all necessary actions in connection with any chapter 11 plan and related disclosure statement and all related documents, and such further actions as may be required in connection with the administration of the Debtors' estates; (d) if necessary, take all appropriate actions in connection with the sale of the Debtors' assets pursuant to section 363 of the Bankruptcy Code, or otherwise; and (e) perform all other necessary legal services in connection with the prosecution of these chapter 11 cases; provided, however, that to the extent Weil determines that such services fall outside of the scope of services historically or generally performed by Weil as lead debtors' counsel in a bankruptcy case, Weil will file a supplemental declaration. The firm's current customary hourly rates are: Partners and Counsel $1,100.00 - $1,695.00 Associates $595.00 - $1,050.00 Paraprofessionals $250.00 - $435.00 In addition, Weil will seek reimbursement for direct, reasonable and documented, out-of-pocket expenses incurred in connection with this engagement. During the 90-day period prior to the Petition Date, Weil received payments and advances in the aggregate amount of $6,718,445.06 for professional services performed and to be performed, including the commencement and prosecution of these chapter 11 cases. As of the Petition Date, Weil held an advance payment retainer of $1,208,075.73 subject to any amounts Weil intends to apply against the retainer. Weil also provided the following in response to the request for additional information set forth in Appendix B, Paragraph D.1 of the 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: Weil represented the Debtors for approximately nine months prior to the Petition Date. From January 2020 through October 2020, Weil's hourly rates were $1,100 to $1,695 for members and counsel, $595 to $1,050 for associates, and $250 to $435 for paraprofessionals. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Response: Weil is developing a prospective budget and staffing plan for these chapter 11 cases. Weil and the Debtors will review such budget following the close of the budget period to determine a budget for the following period. Ray C. Schrock, P.C., a partner of Weil, Gotshal & Manges 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, as modified by section 1107(b) of the Bankruptcy Code. The firm can be reached through: Ray C. Schrock, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153-0119 Telephone: (212) 310-8210 E-mail: ray.schrock@weil.com About CBL & Associates CBL & Associates Properties, Inc. -- http://www.cblproperties.com/ -- is a self-managed, self-administered, fully integrated real estate investment trust (REIT) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers, and office properties. CBL's portfolio is comprised of 107 properties totaling 66.7 million square feet across 26 states, including 65 high-quality enclosed, outlet and open-air retail centers and 8 properties managed for third parties. It seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. CBL, CBL & Associates Limited Partnership and certain other related entities filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in Houston, Texas, on Nov. 1, 2020 (Bankr. S.D. Texas Lead Case No. 20-35226). The Debtors have tapped Weil, Gotshal & Manges LLP as their legal counsel, Moelis & Company as restructuring advisor and Berkeley Research Group, LLC as financial advisor. Epiq Corporate Restructuring, LLC, is the claims agent. CBL & ASSOCIATES: Taps Berkeley Research Group as Financial Advisor ------------------------------------------------------------------- CBL & Associates Properties, Inc., and its debtor affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Berkeley Research Group, LLC (BRG) as financial advisor. BRG will perform these consulting and advisory services to the Debtors: (a) support the development of restructuring plans, financing, and strategic alternatives for maximizing the enterprise value of the Debtors; (b) prepare various financial analysis to support restructuring alternatives including liquidity forecast, expense levels, and others as necessary; (c) provide advice to management on cash conservation measures and liquidity forecasting after analyzing and stress testing weekly cash flows under various scenarios; (d) advise the Debtors relative to negotiating with existing lenders and stakeholders; (e) participate on Board calls as requested; (f) assist the Debtors with the communications and negotiations with various third parties to support restructuring alternatives; (g) perform other services as requested or directed by the CEO, the board of directors of the Debtors or other Debtors' personnel as authorized by the Board and agreed to by BRG; and (h) assist the Debtors with activities related to bankruptcy including, as appropriate, testimony if requested. The Debtors believe that BRG's services will compliment, and not duplicate, the services that other professionals will be providing the Debtors in these cases. The current standard hourly rates for the BRG Personnel anticipated to be assigned to these cases are: Managing Director $825 – $1,095 Director $625 - $835 Professional Staff $295 - $740 Support Staff $135 - $260 In addition, BRG will seek reimbursement for direct, reasonable and documented, out-of-pocket expenses incurred in connection with this engagement. BRG received unapplied advance payments from the Debtors in the amount of $350,000.00. During the 90-day period prior to the petition date, the Debtors paid BRG $1,788,237.46 in aggregate for professional services performed and expenses incurred. Mark Renzi, a managing director of BRG, 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: Mark Renzi BERKELEY RESEARCH GROUP, LLC 99 High Street Suite 2700 Boston, MA 02110 Telephone: (617) 785-0177 E-mail: mrenzi@thinkbrg.com About CBL & Associates CBL & Associates Properties, Inc. -- http://www.cblproperties.com/ -- is a self-managed, self-administered, fully integrated real estate investment trust (REIT) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers, and office properties. CBL's portfolio is comprised of 107 properties totaling 66.7 million square feet across 26 states, including 65 high-quality enclosed, outlet and open-air retail centers and 8 properties managed for third parties. It seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. CBL, CBL & Associates Limited Partnership and certain other related entities filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in Houston, Texas, on Nov. 1, 2020 (Bankr. S.D. Texas Lead Case No. 20-35226). The Debtors have tapped Weil, Gotshal & Manges LLP as their legal counsel, Moelis & Company as restructuring advisor and Berkeley Research Group, LLC as financial advisor. Epiq Corporate Restructuring, LLC, is the claims agent. CBL PROPERTIES: Eyes Transformation After Chapter 11 ---------------------------------------------------- Mike Pare of Times Free Press reports that Chattanooga mall company CBL eyes transformation with new retail, dining, entertainment. CBL Properties has opened over 1.4 million square feet of new retail, dining, and other space -- including a casino -- in 2020 as it targets a transformation of its malls into suburban town centers. Despite the pandemic that shut its properties for six weeks early in 2020 and a later bankruptcy filing, the Chattanooga-based company sees more leasing to unique users in 2021, including another casino, to renew its centers, said CBL Chief Executive Stephen Lebovitz. "We've got a lot of positive things we've done across the portfolio," he said in a telephone interview on Thursday. "There's so much negativity in general we felt like we have the facts that back up the opposite case." Lebovitz said CBL, which operates more than 100 properties in 26 states including Hamilton Place and Northgate malls in Chattanooga, has seen a pickup in some categories which have done well in the pandemic such as furniture, food-related companies, wholesale clubs and supermarkets. "We've had a lot interest in former anchor locations for those kind of uses, including home-related categories," he said. Also, there's continued interest from hotels and the residential sector that's allowing CBL to continue its diversification strategy and adding mixed uses to its properties, Lebovitz said. He said the opening last month of Live! Casino Pittsburgh at its Westmoreland Mall in Pennsylvania "really got me fired up." "That was amazing," Lebovitz said about the opening of the casino in former Bon-Ton department store space. "It was the most exciting redevelopment of a former anchor." Properties officials see to help remake its malls into suburban town centers. Lebovitz said the redeveloper stripped the former Bon-Ton store space to a shell, rebuilt the inside and outside, and put up new signage, lighting, displays and digital screens for the casino. "It's going to bring in so many people," he said. "It will expand the trade area to be a more regional draw. It's super-exciting." Another casino is slated to open in York, Pennsylvania, at York Galleria later in 2020, he said. The company CEO said other new openings include a Main Event entertainment complex and arcade at Mall del Norte in Laredo, Texas, and a Southern Live Music and Entertainment site at Post Oak Mall in College Station, Texas. Other creative users include the opening of the first Offline by American Eagle apparel location in the country at CoolSprings Galleria in Nashville, one-of-a-kind boutiques at CoolSprings and Fayette Mall in Lexington, Kentucky, and sporting goods locations, such as a Dick's clearance concept in Monroeville, Pennsylvania. Also, in time for the holidays, more than a dozen CBL sites will see new Bath & Body Works buy-online-pick-up-in-store locations designed to ease the rush. "CBL's team has delivered amazing and highly creative uses across the CBL portfolio this 2020, including a first-class mix of national brands as well as regional and local operators," Lebovitz said. Despite the challenges of the pandemic, expanding brands and new businesses "recognize the value of CBL's dominant properties as they open new locations," he said. Lebovitz cited an Aloft Hotel going up on a parking lot at Hamilton Place mall developed by Chattanooga-based Vision Hospitality Group. That property is to open in March 2020, he said. "It's going to be a really nice facility and complement everything we're doing at Hamilton Place," he said. Lebovitz said CBL officials still are confident about its suburban town center strategy. "I see a bright future for the company and for the properties," he said. As the company exits Chapter 11 bankruptcy next year, CBL will hold a stronger balance sheet and have more capital available for investing in redeveloping its properties, the CEO said. With a vaccine on the horizon, he said, business is expected to come back in a normal way to CBL's centers. "I think people are tired of being cooped up in their homes and not being able to get out and be a part of events," Lebovitz said. "There's a lot of pent-up demand we'll be able to benefit from." CBL began 42 years ago by a group that included Stephen Lebovitz's father, Charles, and now also has his two brothers in senior posts so CBL's struggles in 2020 have been challenging for the entire family. "No one had ever lived through anything like that before," Stephen Lebovitz said of the pandemic, adding it forced the company to operate in an environment that was unprecedented. But Lebovitz said "everyone has risen to the challenge." "We'll get through this," he said. "We'll be stronger, and how can we be creative. I've never worked harder." CBL filed bankruptcy Nov. 1 to reorganize its debts amid the coronavirus pandemic, which ravaged revenues at its centers due to the earlier lockdown, store closings, and a slow return to face-to-face shopping. But even before the outbreak, CBL was grappling with the changing tastes of shoppers when it comes to malls and department stores along with more online buying. Chris Kuiper, vice president of equity research at the firm CFRA Research, said CBL will have a better balance sheet as it moves past the bankruptcy filing. But the key question is did CBL just get "over its skis" in terms of debt load, or will there be enough cash coming in from tenants to remake its malls into more financially reliable properties, he said. About CBL & Associates CBL & Associates Properties, Inc. -- http://www.cblproperties.com/ -- is a self-managed, self-administered, fully integrated real estate investment trust (REIT) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers, and office properties. CBL's portfolio is comprised of 107 properties totaling 66.7 million square feet across 26 states, including 65 high-quality enclosed, outlet and open-air retail centers and 8 properties managed for third parties. It seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. CBL, CBL & Associates Limited Partnership and certain other related entities filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in Houston, Texas, on Nov. 1, 2020 (Bankr. S.D. Texas Lead Case No. 20-35226). The Debtors have tapped Weil, Gotshal & Manges LLP as their legal counsel, Moelis & Company as restructuring advisor and Berkeley Research Group, LLC as financial advisor. Epiq Corporate Restructuring, LLC, is the claims agent. CCI BUYER: S&P Assigns 'B-' ICR on After GTCR Acquisition --------------------------------------------------------- S&P Global Ratings assigned its 'B-' issuer credit rating to U.S.-based mobile virtual network operator CCI Buyer Inc (doing business as Consumer Cellular). CCI Buyer Inc. plans to raise $1.4 billion of debt financing to support its acquisition by GTCR (not rated). S&P said, "We are also assigning our 'B-' issue-level and '3' recovery rating to the company's proposed first-lien credit facilities, consisting of a $100 million revolving credit facility due 2025 and $1.1 billion first-lien term loan due 2027. The '3' recovery rating reflects our expectation of meaningful (rounded estimate: 55%) recovery in an event of a payment default. "At the same time, we are assigning our 'CCC' issue-level and '6' recovery rating to the proposed $300 million second-lien term loan. The '6' recovery rating reflects our expectation of negligible (rounded estimate: 0%) recovery in an event of a payment default." The ratings on Consumer Cellular primarily reflect its high leverage of around 8x. Pro forma for the transaction, we expect adjusted debt to EBITDA will be elevated, at around 8.2x in 2020. However, healthy subscriber growth and stable churn should translate into high-single-digit revenue and EBITDA growth and leverage reduction to the high-6x area in 2021 and low-6x area in 2022. Nevertheless, there is longer-term uncertainty around leverage reduction to below 5x given the potential for an aggressive financial policy under private-equity ownership. S&P believes excess cash flow could be used for shareholder-friendly activities including dividends rather than debt repayment. The company's business profile is constrained by its dependence on incumbent wireless operators to provide service to its customer base. Consumer Cellular depends on mobile network operators (MNOs) to provide service, which significantly limits its operating flexibility. As a mobile virtual network operator (MVNO), the company lacks spectrum and network infrastructure and cannot provide cellular service on its own. Instead, it relies on just two carriers, AT&T and T-Mobile, to provide it with network access, which results in weak margins. Further, Consumer Cellular has little leverage to negotiate against higher rates or outright terminations of its network contracts. A partial mitigating factor is the pricing step-downs included in one of its agreements with the carriers. Consumer Cellular is an established player in the wireless market for seniors but targets a small niche and faces aggressive competition. Consumer Cellular is focused on a small niche of low-data users over the age of 50, which is a market that has traditionally been underserved by the nationwide carriers. The 50-plus age demographic has different wireless needs than younger cohorts, and Consumer Cellular has positioned itself well in this market with its focus on value, simplicity, and providing best-in-class customer service. This strategy has resulted in relatively low customer churn of around 1.5% (albeit somewhat higher than nationwide carriers' post-paid churn rates), brand loyalty, stable recurring revenues, and high customer lifetime values. However, the company faces competition from larger, better-capitalized players including the big three wireless carriers, Verizon, AT&T, and T-Mobile, which could replicate Consumer Cellular's strategy and offerings to prevent market share erosion. Further, the senior demographic could become more attractive to the nationwide carriers as rising data usage within the segment increases demand for higher-priced data plans. The company also competes with cable MVNOs including Comcast, Charter, and Altice, which are newer entrants but threaten to take share with competitively priced bundles that include wireless service. The quad-play bundles offered by cable MVNOs could entice Consumer Cellular's senior demographic, which emphasize value and the simplicity of consolidated billing. Consumer Cellular also faces competition from prepaid providers, including Boost, MetroPCS, and StraightTalk, which similarly target value-conscious customers. Both Verizon and T-Mobile offer plans that cater to seniors, but they have not had as much success to date. However, these providers have greater resources to aggressively market to this segment and grow market share. Consumer Cellular's weak profitability is partly offset by low capital intensity, which results in solid cash flow generation. Because Consumer Cellular competes on price and targets a more value-conscious demographic, its postpaid average revenue per user (ARPU) of $24 is significantly lower than that of the larger incumbents. Additionally, given the company's small scale, it must spend more on advertising to generate brand awareness and acquire customers. Its lower priced offerings, outsized spending on advertising and high fixed cost for network access results in below-industry average wireless EBITDA margins, which are in the mid-teen percent area, compared to the high-20% area for T-Mobile and low-to-mid 40% area for Verizon and AT&T. S&P expects only modest margin expansion over the next few years due to increased scale and pricing step-downs in one of its carrier agreements. However, costs could also increase if data usage exceeds pre-negotiated levels, which is possible given rising data usage trends among seniors and higher unlimited data plan take rates. Nevertheless, the company's asset-lite model enables modest free cash flow generation due to low capital intensity. S&P said, "We expect the coronavirus pandemic and related recession to have a limited effect on the company's earnings and cash flow. Because of the vulnerability of senior citizens to the coronavirus, we believe the connectivity needs of the senior demographic are higher than ever. Therefore, Consumer Cellular stands to benefit given the need for wireless devices to connect with family, as evidenced by the 14% year-over-year growth in subscribers and stable churn of 1.3% during the first half of 2020 (compared to 1.5% on average over the last 5.5 years). In addition, the company could benefit from greater mobile data demand as customers increasingly migrate to higher-tier data plans, which should drive modest ARPU growth over the next few years. The senior demographic also tends to be economically resilient, in our view, which provides greater visibility over collections and cash flow generation. Throughout the pandemic, Consumer Cellular has not seen any significant drop off in collections, with most subscribers continuing to make timely payments. "The stable outlook reflects our expectation that healthy subscriber growth and favorable pricing on the wholesale agreements with the nationwide carriers will result in solid top-line growth and margin expansion, such that leverage declines to the low-6x area by 2022 from around 8x following the transaction." S&P could lower the rating if: -- The company experiences increased competition from the nationwide carriers and cable MVNOs in the senior demographic category or if AT&T and T-Mobile begin demanding higher rates for access to their networks, pressuring margins and causing leverage to remain above 8x with limited prospects for leverage reduction longer-term. S&P believes the company will face a near-term liquidity crisis. Although unlikely given the company's private-equity ownership, S&P could consider raising the rating if: -- Consumer Cellular's leverage falls below 5x. S&P has confidence that financial policy considerations would not lead to higher leverage in the future. CHASE MERRITT: Has Until Jan. 11, 2021 to File Plan & Disclosures ----------------------------------------------------------------- Judge Erithe Smith of the U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, has ordered debtor Chase Merritt Global Fund, LLC, to file its plan of reorganization and disclosure statement on or before January 11, 2021. In addition, December 23, 2020 shall be fixed as the last date by which proofs of claim and interest shall be filed. A full-text copy of the order dated October 22, 2020, is available at https://tinyurl.com/y338eyay from PacerMonitor.com at no charge. About Chase Merritt Chase Merritt Global Fund LLC is engaged in activities related to real estate. The Company is the owner of fee simple title to a single-family residence located at 19362 Fisher Ln Santa Ana, CA 92705, having a current value (lender appraisal) of $2.19 million. It also owns an improved vacant land in Santa Ana, California having a current value of $760,000. The Debtor filed Chapter 11 Petition (Bankr. C.D. Cal. Case No. 20-12328) on August 19, 2020. Thomas C. Nguyen, Esq. of LAW OFFICES OF THOMAS C NGUYEN, APC is the Debtor's Counsel. At the time of filing, the Debtor has $1 million to $10 million estimated assets and liabilities. CHESAPEAKE ENERGY: Dec. 15 Plan Confirmation Hearing Set -------------------------------------------------------- The hearing at which the Court will consider confirmation of the Plan of Chesapeake Energy Corporation, et al. and related voting and objection procedures will commence on December 15, 2020 at 12:00 p.m., prevailing Central Time, before the Honorable David R. Jones in the United States Bankruptcy Court for the Southern District of Texas, located at 515 Rusk Street, Houston, Texas 77002. The deadline for filing objections to the Plan, including with regard to the treatment of Executory Contracts and Unexpired Leases thereunder, is December 7, 2020, at 5:00 p.m., prevailing Central Time The deadline for voting on the Plan is December 7, 2020, at 11:59 p.m., prevailing Central Time. Co-Counsel to the Debtors: Matthew D. Cavenaugh Jennifer F. Wertz Kristhy M. Peguero Veronica A. Polnick JACKSON WALKER L.L.P. 1401 McKinney Street, Suite 1900 Houston, Texas 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 Email: mcavenaugh@jw.com jwertz@jw.com kpeguero@jw.com vpolnick@jw.com Co-Counsel to the Debtors: Patrick J. Nash, Jr., P.C. Marc Kieselstein, P.C. Alexandra Schwarzman KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: patrick.nash@kirkland.com marc.kieselstein@kirkland.com alexandra.schwarzman@kirkland.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. CINEMEX HOLDINGS: Landlords Back Survival Through Revenue Sharing ----------------------------------------------------------------- Rene Rodriguez reports that for a while last April 2020, after the COVID pandemic forced all non-essential businesses to cease operations, it looked like Cinemex Holdings USA Inc. -- the parent company of CMX Cinemas, owner of 41 movie theaters around the country, including seven in Miami-Dade -- had screened its last picture show. Bu when moviegoers are ready to return to theaters, the CMX cinemas will still be in business — thanks to a complex, six-month negotiation with creditors following the company's Chapter 11 bankruptcy filing in April 2020. CMX is now back in business, with its signature dine-in theaters (including Brickell City Centre, Downtown Doral and Dolphin Mall) once again welcoming guests with luxury recliner seating, fine food and state-of-the-art projection and sound. In an unusual arrangement, landlords have agreed to modified leases paid through revenue-sharing. A portion of every movie ticket, popcorn box and dine-in meal will go to the landlords. The terms of each lease vary, depending in part on when moviegoers return to theaters. But the overall arrangement indicates a belief from landlords and creditors that people will come back to the cinema eventually. "All parties needed to strike a balance of dealing with an unprecedented economic climate caused by the pandemic," said Glenn Moses, a shareholder attorney with the Miami-based firm Genovese, Joblove & Battista P.A. "The landlords and tenants needed to come up with a creative solution to move forward during these challenging times and they figured out a way to make it work." Before the Chapter 11 filing, the company said it was spending over 30% of its revenues on lease-related expenses while film studios took 60% of every ticket sold. Revenue-share leases aren’t unusual in the retail field, but most of those leases call for a base payment plus a percentage of sales. Under this new arrangement, CMX does not have to make a base payment in rent until things return to normal. Moses said most landlords were eager to strike a deal with CMX, because the size and space of cinemas is too large to rent out easily, particularly during the pandemic, and are already built out for the single purpose of showing movies. According to Javier Ezquerro, Chief Operating Officer of CMX Cinemas, the company's debt when it filed for Chapter 11 protection was more than $100 million. Ezquero declined to comment on what the company's outstanding debt is now, citing confidentiality agreements with its creditors. "We were able to reach a mutually beneficial agreement with our creditors that allows us to keep the theaters open," Ezquerro said. "The agreement was especially important to mall locations, because movie theaters tend to serve as anchor tenants in large shopping centers." Unlike most Chapter 11 cases, where the debtor is allowed to continue to operate and remain solvent, Ezquerro said CMX Cinemas went from having a constant source of income to zero when the theaters were closed. CMX's parent company, the Mexico City-based Grupo Cinemex, stepped in to pay attorney's fees, court costs and other expenses during the Chapter 11 negotiations, which were expensive due to the complex nature of the case, which involved more than 50 attorneys. Some landlords also agreed to forgive unpaid rent during the closures. Grupo Cinemex was founded in 1993 and is now the sixth-largest movie theater operator in the world. It owns cinemas all over Mexico, which are currently open, adhering to COVID safety protocols. A COMPLICATED RESOLUTION Ezquerro said the agreements reached with CMX's creditors, including landlords, varied from location to location. The company shed 10 of its under-performing locations during the negotiation (including the CMX Grand 18 in Hialeah) and now has 31 locations around the U.S., including deluxe dine-in theaters at Brickell City Centre and two CMX CinéBistros at Cityplace Doral and Dolphin Mall. The other two locations in Miami-Dade are multiplexes: The Miami Lakes 17 and the Dolphin 19 at Dolphin Mall. Most of the company's 31 theaters in the U.S. have reopened except for the Dolphin Mall CinéBistro and four locations in Illinois and Minnesota, which remain closed due to COVID restrictions. CMX also has two new theaters under construction, in Naples FL and McLean, VA. "One of the many benefits of a Chapter 11 filing is the ability of the debtor to accept or reject contracts," said Jeffrey P. Bast, founder and managing partner of the Miami-based BastAmron law firm, which specializes in insolvency litigation. "CMX could revisit the terms of all its locations. At the places where the terms were unfavorable or didn’t make economic sense to continue to operate there, we were able to reject the terms and vacate the property." EXPANSION INTO THE U.S. CMX Cinemas entered the U.S. market in 2016 with a 10-screen, ultra-luxury dine-in theater at 701 S. Miami Ave. inside the Brickell City Centre. At the time, the theater was the only moviegoing option in the downtown/Brickell area. (In 2017, Silverspot Cinemas opened a 16-screen theater at 300 SE Third Ave.) In December 2017, CMX acquired all 19 Cobb Cinemas locations across seven states, including the popular Cinebistro dine-in theaters in Downtown Doral and Dolphin Mall, and rebranded them under the company's CMX name. At the time of the Chapter 11 filing in April, CMX issued a statement, which read "We are in a state of complete uncertainty as to when we can re-open our theaters and when our customers will feel safe and secure in returning to them given that there is presently no vaccine against the virus. We cannot forecast when — if ever — customer numbers will return to pre-crisis levels." Ezquerro said that since the reopenings in September, the company is only doing 20-25% of its usual business, due to virus fears and lack of new movies. The company, which previously employed 3,500, is down to a current 640 employees. AN INDUSTRY IN CRISIS CMX isn't the only movie theater chain that's been left reeling by the pandemic. Regal Cinemas, the second-largest chain in the U.S., shuttered all of its 536 locations indefinitely on October 8, a little over a month after reopening on Aug. 20, 2020. The closure was a response to the news that distributor MGM announced it was postponing the release of the latest James Bond picture "No Time To Die" to April 2, 2021. The movie was originally scheduled to open this past April 2020. On Nov. 23, 2020, the British-based Cineworld, which owns Regal Cinemas and operates 120 cinemas in the U.K., secured a $450 million loan and renegotiated terms with its lenders in order to survive until its planned reopening date of "no later than May 2021," according to the Wall Street Journal. AMC Entertainment, which operates the largest movie theater chain in the world, reopened many of its locations on Aug. 20, 2020 using limited seating, no concession stands and mandatory masks. But virus-wary audiences were reluctant to venture back to the multiplex, even for blockbuster event movies (Director Christopher Nolan's spy thriller "Tenet," which opened on Labor Day, earned a measly $57 million in the U.S.) The drop in patronage resulted in a third quarter loss for AMC of $905 million against revenue of $119.5 million, a 91% drop year over year, according to the Los Angeles Times. Adding to the company's crisis, all AMC Theaters in the two highest-grossing markets in the country, New York and Los Angeles, remain closed due to local COVID restrictions. The company has also shut down some locations permanently, most recently the AMC Lennox Town Center 24 in Columbus, OH. THE STREAMING SITUATION AMC has warned investors it could run out of cash by early 2021 due to the lack of big blockbusters such as "Wonder Woman 1984" and Pixar's "Soul," which are either skipping theaters altogether or premiering day and date on streaming services. But Ezquerro remains optimistic, especially since most of the blockbuster titles delayed from 2020 are now set to open throughout 2021, with almost every weekend bringing a major movie: Steven Spielberg's "West Side Story" remake, Denis Villeneuve's adaptation of "Dune," "Top Gun: Maverick," the Marvel Comics horror picture "Morbius," the giant monster mash "Godzilla vs. King Kong," the "Ghostbusters: Afterlife" sequel and "Black Widow" starring Scarlett Johansson. "We're actually very excited about next year," Ezquerro said. "I've never seen a calendar year like 2021. "It's stunning. Of course there are a lot of things that have to happen before moviegoing will get back to normal. But movie fans still value the theater experience. Just because you’re streaming movies doesn't mean you will never go back to the theater." About Cinemex Holdings Cinemex USA Real Estate Holdings Inc. and Cinemex Holdings USA, Inc., a company that operates a movie theater chain, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos. 20-14695 and 20-14696) on April 25, 2020. On April 26, 2020, CB Theater Experience, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 20-14699). The cases are jointly administered under Case No. 20-14695. At the time of the filing, the Debtors each disclosed assets of between $100 million and $500 million and liabilities of the same range. Quinn Emanuel Urquhart & Sullivan, LLP and Bast Amron, LLP serve as the Debtors' bankruptcy counsel. COBRA PIPELINE: OTP Receiver Objects to Disclosure Statement ------------------------------------------------------------ Zachary Burkons, the duly appointed receiver for Orwell Trumbull Pipeline Co. LLC (the "OTP Receiver"), files his objection and reservation of rights to the Chapter 11 Disclosure Statement of Debtor Cobra Pipeline Co., Ltd. The OTP Receiver claims that the Disclosure Statement does not clearly provide an estimate of the administrative expenses of the estate, including attorney and accounting fees. The OTP Receiver points out that the plan appears to provide for the payment of certain administrative tax claims to be paid over a two-year period after confirmation, which will require the Debtor to obtain approval of such provisions from the taxing authorities. The Disclosure Statement does not indicate whether approvals have been obtained. The OTP Receiver asserts that the Disclosure Statement fails to provide sufficient detail to enable a hypothetical investor to vote for or against the plan. A full-text copy of the OTP Receiver's objection to the Disclosure Statement dated October 23, 2020, is available at https://tinyurl.com/y3uhaz7j from PacerMonitor.com at no charge. Attorney for Receiver Zachary B. Burkons: Richard M. Bain (0016525) David Neumann (0068747) MEYERS, ROMAN, FRIEDBERG & LEWIS 28601 Chagrin Boulevard, Suite 600 Cleveland, Ohio 44122 Tel: (216) 831-0042 Fax: (216) 831-0542 E-mail: rbain@meyersroman.com dneumann@meyersroman.com About Cobra Pipeline Cobra Pipeline Co., Ltd., is an Ohio-based intrastate natural gas pipeline company. The Debtor filed for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 19-15961) on Sept. 25, 2019 in Cleveland, Ohio. In the petition signed by Jessica Carothers, general manager, the Debtor was estimated to have assets of at least $50,000, and liabilities of between $10 million and $50 million as of the petition date. Judge Arthur I. Harris oversees the case. Coffey Law LLC is the Debtor's counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. COOPER EXCAVATING: Seeks Approval to Tap Bond Law as Legal Counsel ------------------------------------------------------------------ Cooper Excavating, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Arkansas to employ the Bond Law Office as legal counsel. The Debtor desires to consult with the attorneys of the law firm of the Bond Law Office, for them to become familiar with the financial affairs of the Debtor, and to represent the Debtor's interests in connection with the Chapter 11 case. The hourly rates of the Bond Law Office's attorneys and professionals are: Stanley Bond, Lead Attorney $300 Emily Henson, Associate Counsel $250 Paraprofessionals $100 The Bond Law Office and its attorneys are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Stanley V. Bond, Esq. Emily J. Henson, Esq. BOND LAW OFFICE PO Box 1893 Fayetteville, AR 72702-1893 Telephone: (479) 444-0255 Facsimile: (479) 235-2827 E-mail: attybond@me.com ehenson.attybond@icloud.com About Cooper Excavating Inc. Cooper Excavating, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ark. Case No. 20-71773) on August 11, 2020, listing under $1 million in both assets and liabilities. Judge Ben T. Barry oversees the case. Bond Law Office and Starner Tax Group serve as the Debtor's legal counsel and accountant, respectively. COVIA HOLDINGS: Settles With SEC Over Frac Sand Probe ----------------------------------------------------- Leslie A. Pappas of Bloomberg Law and David Wethe of Bloomberg News report that Covia Holdings Corp. agreed to a $17 million settlement with the U.S. Securities and Exchange Commission to resolve allegations that the frac sand producer misled investors about some of its specially manufactured sand. The Independence, Ohio-based company's settlement with the Securities and Exchange Commission allows Covia to pay $1 million to satisfy an agreed-upon $17 million civil penalty. If the settlement is approved, the penalty would be treated as a general unsecured claim in Covia's Chapter 11 case. Covia filed an emergency motion Wednesday, December 2, 2020, with the U.S. Bankruptcy Court for the Southern District of Texas. Covia Holdings Corporation Covia Holdings Corporation and its affiliates -- http://www.coviacorp.com/-- provide diversified mineral-based and material solutions for the energy and industrial markets. They produce a specialized range of industrial materials for use in the glass, ceramics, coatings, foundry, polymers, construction, water filtration, sports and recreation, and oil and gas markets. Covia Holdings Corporation, based in Independence, Ohio, and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33295) on June 29, 2020. In its petition, Covia disclosed $2,504,740,814 in assets and $1,903,952,839 in liabilities. The petition was signed by Andrew D. Eich, executive vice president, chief financial officer, and treasurer. The Hon. Marvin Isgur presides over the case. The Debtors tapped KIRKLAND & ELLIS LLP, and KIRKLAND & ELLIS INTERNATIONAL LLP, as counsel; JACKSON WALKER L.L.P., as co-counsel; KOBRE & KIM LLP, as special litigation counsel; PJT PARTNERS LP, as investment banker; ALIXPARTNERS, LLP, as financial advisor; and PRIME CLERK LLC, as claims and noticing agent. CRAIG A. POPE: Ahmad Buying 2 Whitewater Gas Stations for $700K --------------------------------------------------------------- Craig A. Pope and Cathleen A. Pope ask the U.S. Bankruptcy Court for the Western District of Wisconsin to authorize the sale of the real property containing gas stations located at 818 West Walworth Avenue, Whitewater, Wisconsin (Tax Parcel /BIR 00015) and 804-806 West Walworth Avenue, Whitewater, Wisconsin (Tax Parcel/BIR 00014), pursuant to a Land Contract, dated Oct. 22, 2019, to Mobin Ahmad and/or assigns for $700,000. Mr. Pope is the Vendor under the Gas Station Contract identified in their bankruptcy schedules and other pleadings on file with the Court. The parcels subject to the Gas Station Contract are the Gas Station Property. The terms and provisions of the Gas Station Contact provide, in pertinent part, that the monthly land contract payments (principal and interest) must be made payable to Mr. Pope, c/o Krekeler Strother SC trust account and must be applied to fees owed to Krekeler Strother fees owed by Mr. Pope then to liens against the Gas Station Property, in place prior to the signing of the agreement, before any payment is distributed to the Vendor, under the agreement. The terms and provisions also include, in pertinent part, that the entire balance be paid by the Purchaser by Dec. 15, 2024, or any amount may be prepaid without premium or fee upon principal at any time. Since the Petition Date, monthly land contract payments have been made by the Vendee, Mobin Ahmad, and deposited into Krekeler Strother, S.C. trust account. Krekeler Strother acknowledges it is not entitled to any such payments until its fees and costs are approved by the Court. As of the date of the Motion, the land contract payments held in Krekeler Strother's Trust Account total $177,435. Of that amount, $94,000 of said payments will be used to pay lienholders. The remaining sum in said Trust Account will be devoted to pay any capital gains taxes or other taxes arising as a consequence from the sale, and attorneys' fees and costs upon the approval of the Court, only. As of the date of the Motion, the balance due and owing the Debtor by the Vendee under the Gas Station Contract is $573,611. As of Oct. 31, 2020, delinquent real property taxes owed to the Walworth County Treasurer on the Gas Station Property totaled $218,334. In addition to those taxes, as of the Petition Date, the Debtors were indebted to lienholders, whose liens attach to the Gas Station Property, in the total amount of approximately $ 1,067,117, based upon proofs of claims that were filed by such lienholders or, if no claim was filed, the Debtors' bankruptcy schedules. Based upon the foregoing, it is anticipated that there will be estimated net proceeds from the sale of the Gas Station Property in the amount of $449,277 figured as follows: Balanced owed: $573,611 Trust Account Funds: $ 94,000 Total: $667,611 Less: $218,334 (Walworth County Treasurer) Net Proceeds: $449,277 The Debtors ask authority to fulfill the Gas Station Contract to complete the sale of the Gas Station Properly free and clear of all liens, claims, encumbrances, and interests, with all Net Proceeds to be paid to the lienholders as set forth on the Gas Station Proceeds chart (Exhibit C). They ask authority to pay (i) all usual and customary closing costs, including but not limited to, title insurance, transfer fees, and recording fees as maybe required under the Gas Station Contract; (ii) to pay the Walworth County Treasurer for the real estate taxes owed on the Gas Station Property, as of the date of the closing, from the Gas Station sale proceeds currently estimated to be at least $218,334; and (iii) to pay the lienholders a share of the Net Proceeds from completion of the Gas Station Contract in either full or partial satisfaction of their claims as more particularly set forth in the Proceeds Chart. A copy of the Contract is available at https://tinyurl.com/y55vst3j from PacerMonitor.com free of charge. Craig A. Pope and Cathleen A. Pope sought Chapter 11 protection (Bankr. W.D. Wisc. Case No. 20-22889) on April 16, 2020. The Debtors tapped Kristin J. Sederholm, Esq., at Krekeler Strother, S.C., as counsel. CRITTENDEN EMS: K and D Buying West Memphis Property for $25K ------------------------------------------------------------- Crittenden E.M.S., LLC, asks the U.S. Bankruptcy Court for the Eastern District of Arkansas to authorize the sale of the real property with a commercial building at 205 S. 2nd Street, West Memphis, Arkansas to K and D Land Development, LLC for $25,000. Crittenden owns the Property that secures a loan through a perfected mortgage to Evolve Bank. The Property is one of multiple pieces of real property and other collateral for the business loan ending in5105 to Evolve Bank, that upon filing of the bankruptcy was in excess of $1 million. Crittenden states that the Property was vacate of any renter as of the filing date of the bankruptcy and remains unoccupied. Further, it submits that the Property was damaged after the filing of the bankruptcy due to a broken water pipe that created damage to the property that would need to be repaired to allow for the property to be re-rented. The Debtor has obtained a fair market value opinion from a local qualified real estate agent, Kathryn Pirani, whose evaluation states that the current fair market value is $25,000. Crittenden has the agreement of Evolve Bank to sell the Property for the sum of $25,000 net to the bank and that it is a reasonable selling price. 5Crittenden has obtained an offer to purchase the subject real property from the Buyer, a partnership owned by David McAlpin and Kent Hallum (who is the husband of Virginia Hallum, the owner of Crittenden). The Buyer has offered to pay the $25,000 purchase price and pay all associated costs related to the purchase/sale such that Evolve Bank will receive a net payment of $25,000. The Debtor submits the sale will create a benefit for the estate as it will remove the payment of insurance, taxes and maintenance on the subject real property and also the cost of repairs that would have been necessary to place the property back into a rental condition. The Debtor asks the Court that it be authorized to sell the Property and that said sale will be free and clear of all liens, subject only to the mortgage held by Evolve Bank. The Debtor has the agreement of Evolve Bank for the sale and it has committed to do a partial release that will free the Property of its mortgage interest once the $25,000 is paid at closing to the bank. The Debtor asks authority for its authorized owner and representative, Virginia Hallum, to be authorized to sign a Warranty Deed to the third party buyer upon closing and execute any additional documents required for the sale to be concluded. It will serve copies of the Motion on all creditors, parties-in-interest, and the Chapter 11 Trustee and SubChapter V Trustee, as required by law by U.S. Mail or through electronic notice of the ECF/Pacer system. The Debtor has simultaneously filed a motion to shorten time to object to the Motion as it is in the best interests of the Debtor and the creditors that the sale be completed as soon as possible. A copy of the Appraisal is available at https://tinyurl.com/y3aefaw4 from PacerMonitor.com free of charge. About Crittenden E.M.S. Crittenden E.M.S., LLC, which operates in the health care business, sought Chapter 11 protection (Bankr. E.D. Ark. Case No. 20-11155) on March 2, 2020. At the time of the filing, Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Phyllis M. Jones oversees the case. The Debtor is represented by Robertson Law Firm. DA VINCI ENGINEERING: Case Summary & 14 Unsecured Creditors ----------------------------------------------------------- Debtor: Da Vinci Engineering & Consulting, LLC 3021 N. Main Street Oshkosh, WI 54901-1222 Business Description: Founded in 2011, Da Vinci Engineering -- https://davinciec.com -- is a product design firm specializing in contract-based engineering services. Chapter 11 Petition Date: December 3, 2020 Court: United States Bankruptcy Court Eastern District of Wisconsin Case No.: 20-27785 Debtor's Counsel: Nicole I. Pellerin, Esq. MURPHY DESMOND S.C. 33 East Main Street, Suite 500 P.O. Box 2038 Madison, WI 53701-2038 Tel: (608) 257-7181 Email: npellerin@murphydesmond.com Total Assets as of July 31, 2020: $243,976 Total Liabilities as of July 31, 2020: $1,104,736 Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by David Gruenwald, co-managing member. A copy of the petition containing, among other items, a list of the Debtor's 14 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/72P4K6Q/Da_Vinci_Engineering__Consulting__wiebke-20-27785__0001.0.pdf?mcid=tGE4TAMA DEAN FOODS: Farm Bureau Slams 'Predatory' Lawyers Demands --------------------------------------------------------- The American Farm Bureau Federation is standing-up for hundreds of dairy farmers being targeted by predatory lawyers representing the estate of Dean Foods, which is currently undergoing bankruptcy proceedings. Almost 500 dairy farmers who once sold milk to Dean Foods received letters threatening legal action unless they refund money legitimately earned prior to the bankruptcy filing. "Shame on these predatory lawyers for bullying dairy farmers at a time when many are struggling to keep their farms running," said American Farm Bureau Federation President Zippy Duvall. "It's ludicrous to suggest the meager profits from regularly scheduled and routine milk sales -- sales that are heavily watched and regulated by the federal government -- were outside the regular course of business. Someone needs to have the farmers' backs and I'm proud to say AFBF is stepping-in to do just that." AFBF sent a letter to the law firm managing the Dean Foods estate calling for an immediate reversal of their "predatory shakedown" and threatening potential legal action if the firm fails to withdraw the letters sent to farmers. In the letter, AFBF General Counsel Ellen Steen says the letters sent to farmers “are deceptive and constitute an abuse of process that attempts to extract funds that the Debtor (Dean Foods) is not entitled to under the threat of a lawsuit. Put plainly, your letters are a predatory shakedown, written in legalese.” Many recipients of the Debtor letters are independent farmers already struggling through difficult economic times made worse by the COVID-19 pandemic. The letters put producers in an impossible position -- either pay the amounts demanded or incur the cost of legal counsel to defend against the Debtor's allegations. The AFBF letter outlines the legal legitimacy of the payments made to dairy farmers and admonishes the lawyers representing Dean Foods for knowingly taking advantage of farmers, saying, "Sending the Letters under these circumstances is not only deceptive, but outrageous because they threaten legal action when in fact the Producers have no legal exposure for the reasons set forth herein." AFBF further calls upon those lawyers to retract their demands by notifying each farmer by separate letter within 10 business days; returning any funds already received; and by ceasing any litigation against farmers who did business with the company. The AFBF letter clearly states a willingness to step-in in the event that the Dean Foods estate pursues litigation against farmers, “ About Southern Foods Group Southern Foods Group, LLC, d/b/a Dean Foods, is a food and beverage company and a processor and direct-to-store distributor of fresh fluid milk and other dairy and dairy case products in the United States. The Company and its 40+ affiliates filed for bankruptcy protection on Nov. 12, 2019 (Bankr. S.D. Texas, Lead Case No. 19-36313). The petitions were signed by Gary Rahlfs, senior vice president and chief financial officer. Dean Foods was estimated to have assets and liabilities of $1 billion to $10 billion as of the bankruptcy filing. Judge David Jones oversees the cases. David Polk & Wardell LLP serves as general bankruptcy counsel to the Debtors, and Norton Rose Fulbright US LLP serves as local counsel. Alvarez Marsal is financial advisor to the Debtors, Evercore Group LLC is investment banker, and Epiq Corporate Restructuring LLC is notice and claims agent. DELEK US: S&P Affirms 'BB' LT ICR & Alters Outlook to Negative -------------------------------------------------------------- S&P Global Ratings affirmed its 'BB' long-term issuer credit rating on Delek US Holdings Inc.. S&P also affirmed its 'BB+' issue-level rating on the company's senior secured term loan. The '2' recovery rating is unchanged. S&P revised its outlook on the company to negative from stable. S&P said, "At the same time, we are affirming our 'BB-' issuer credit rating on Delek Logistics Partners L.P. We are affirming our 'BB-' issue-level rating on the company's senior unsecured notes. The '4' recovery rating is unchanged. We are also affirming our 'BB+' senior secured issue-level rating on the partnership's revolving credit facility. The '1' recovery rating is unchanged. We are revising our outlook on the company to negative from stable. "We now expect refining margins to recover at a slower rate than previously expected, as margins and crack spreads remain at trough levels. Like many of its refining peers, lower demand for refined products has resulted in stubbornly low margins and weaker crack spreads. We expect a more substantial recovery in refined product demand will be primarily driven by the widespread availability of a vaccine. Health experts believe COVID-19 will remain a threat until a vaccine or effective treatment becomes widely available, which could be around mid-2021. Therefore, we now expect a mid-cycle refining environment in 2022. As a result, we expect Delek to have negative EBITDA for full-year 2020. Additionally, we now forecast weaker credit metrics including an adjusted debt-to-EBITDA ratio in the high-4x area for 2021, before falling below 3x in 2022." With a large percentage of Delek's refineries selling to niche end markets, this has allowed its refineries to operate at higher utilization rates than its peers. The proximity of Delek's Big Spring refinery to Midland, Texas allows the company to source lower-cost feedstock, contributing to Delek's ability to generate stronger gross margin compared with some peers. Delek is somewhat better positioned compared with certain refining peers because of its strong liquidity position. Despite a challenged refining environment, we expect Delek to maintain strong liquidity, with more than $800 million in cash on the balance sheet and $750 million undrawn on their revolving credit facility as of Sept. 30, 2020. With its refining segment operating at a loss for 2020, the company has been able to partially offset its losses because its midstream and retail businesses provide a steady source of cash flow. As a result, its cash burn rate is better than its refining peers, which we estimate to be below $10 million per month. Several significant cost savings initiatives enacted throughout 2020 support our ratings on Delek. The company has taken several steps in order to improve cash flows in 2021 by an estimated $200 million, a 40% decrease to capex spending expectations, approximately $80 million in operating expense and general and administrative cost saving initiatives which includes an 8% workforce reduction, and contributions from other initiatives, including a fully operational Wink-to-Webster pipeline. Also included in their cost-savings initiatives is the idling of several units at Krotz Springs, which will allow the refinery to significantly reduce operating costs and operate at break-even profit levels. S&P believes the company's focus on preserving cash and limiting the cash burn could lead to further steps if the margin environment does not improve. The outlook revision on Delek Logistics reflects that of its ultimate parent, Delek US, it's most significant customer in terms of revenues and volumes. Delek Logistics' scale has increased year over year largely because of asset drop downs from its parent including its Big Spring gathering assets and trucking assets earlier this year. S&P said, "Our forecast does not factor in any near-term drop downs to the partnership. We expect Delek Logistics will maintain an adjusted debt-to-EBITDA ratio in the 4x-4.5x range through 2022. We also expect Delek Logistics to continue paying a consistent distribution stream and term out its revolver over the coming quarters, which would increase the availability under its revolving credit facility. We assess Delek Logistics as strategically important to Delek US, as we believe Delek US could provide meaningful support to Delek Logistics under many scenarios, including if it could not access the capital markets or if it experiences operational challenges. In our view, the partnership's assets are integral to Delek US' refining operations, and we expect Delek US to maintain control of the partnership. Currently, Delek Logistics' stand-alone credit profile (SACP) benefits from a one-notch uplift, however the one-notch benefit would no longer apply if we downgrade Delek US." Delek US Holdings Inc.: -- The negative rating outlook reflects S&P's expectation that 2021 adjusted leverage will remain above 4x in 2021 and improve to below 3x in 2022 as the refining margin environment returns to mid-cycle levels. S&P expects leverage to return to mid-cycle levels by 2022. -- S&P could lower the rating if it forecasts consolidated adjusted leverage to exceed 5x in 2021. This could also occur if margins are weaker than expected or if the company pursues a more aggressive financial policy. -- S&P could revises the outlook to stable if the margin environment improves more quickly than anticipated such that its adjusted leverage falls below 3.5x and the company uses excess cash to reduce leverage. Delek Logistics Partners L.P.: -- The negative outlook on Delek Logistics reflects the rating outlook on Delek US as S&P would not rate Delek Logistics higher than Delek US given that it is its most significant customer. -- On a stand-alone basis, S&P expects Delek Logistics to maintain adjusted debt to EBITDA in the low- to mid-4x area through 2021. In addition, S&P expects the partnership's cash flows to be relatively stable, because they are backed by minimum volume commitments from its parent. -- S&P could lower its rating on Delek Logistics if it lowers its rating on Delek US as it will no longer benefit from a one-notch uplift from our assessment of its stand-alone creditworthiness. S&P could lower DK if its consolidated adjusted leverage exceeds 5x in 2021. -- On a stand-alone basis, S&P could lower the rating on Delek Logistics if the partnership pursues a more aggressive financial policy such that it sustains adjusted debt to EBITDA of more than 5x and a distribution coverage ratio consistently below 1.0x. Upside scenario S&P said, "We could revise the outlook to stable if we take a similar action on Delek US. This could occur if the refining sector improves quicker than anticipated, resulting in consolidated adjusted leverage below 3.5x. We could also revise the outlook to stable if we believe the partnership's credit quality on a stand-alone basis is commensurate with a 'BB-'-rated entity. This could occur if it materially improves its scale while maintaining leverage below 4x." DIAMOND COACH: Unsecured Creditors Object to Disclosure Statement ----------------------------------------------------------------- Unsecured creditors ACBI, LLC, Ally Construction Brands, Inc., and Justin Ward object to the Disclosure Statement of Diamond Coach Leasing, LLC, and its debtor affiliates. The Unsecuerd Creditors allege that: * The Disclosure Statement does not inform creditors of the assets that are key to the proposed Plan. * The Disclosure Statement does not disclose the amount that was paid to the family of Debtors' owner, Ms. Ervin, from the $40 million financing facility that Debtors became obligated under with ServisFirst Bank and which Debtors subsequently made payments toward. * The Disclosure Statement discloses alleged preferential payments and fraudulent transfers to Justin Ward and his companies, but does not disclose that Mr. Ward was only the intermediary for many of these preferences/transfers, with Debtors' insider Kylee Ervin the ultimate transferee. * Creditors request that the disclosure statement include more detailed financial information, including the claims amounts (as updated based on the proofs of claim to date), anticipated professional fees, and these creditors Class 7 claim in the estimated range. * The Plan proposes to treat different classes of unsecured debt vastly differently. The Disclosure Statement does not explain the basis for this differential treatment. * The Disclosure Statement does not provide adequate information to tell creditors about the feasibility of the plan if the Court were to require all of these unsecured categories be paid the same rate over the same period. A full-text copy of the Unsecured Creditors' objection to the disclosure statement dated November 12, 2020, is available at https://tinyurl.com/y5dgx2yj from PacerMonitor at no charge. Counsel for the Unsecured Creditors: Robert J. Mendes Michael G. Abelow SHERRARD ROE VOIGT & HARBISON, PLC 150 3rd Avenue South, Suite 1100 Nashville, Tennessee 37201 Tel: (615) 742-4200 Fax: (615) 742-4539 E-mail: rmendes@srvhlaw.com mabelow@srvhlaw.com About Diamond Coach Leasing Diamond Coach Leasing, LLC and Diamond Coach Interiors, LLC are providers of luxury Prevost entertainer coaches based in Tennessee. Diamond Coach Leasing and Diamond Coach Interiors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case Nos. 20-04545 and 20-04546) on Oct. 9, 2020. The petitions were signed by Kylee Ervin, president. At the time of the filing, Diamond Coach Leasing estimated to have $704,468 in total assets and $43,064,325 in total liabilities, while Diamond Coach Interiors disclosed $2,929 in total assets and $38,183,685 in total liabilities. Judges Randal S. Mashburn and Charles M. Walker oversees the cases. The Debtors tapped Dunham Hildebrand, PLLC as counsel, Steve Curnutte as chief restructuring officer, and Tortola Advisors, LLC as restructuring advisors. DIGITALTOWN INC: Files Reorganization Plan, Says IP Has Value ------------------------------------------------------------- Andrew Allemann of Domain Name Wire reports that DigitalTown filed its Plan of Reorganization on Monday, November 30, 2020. DigitalTown convinced all of its major creditors except for Richard Pomije to convert their debt into equity. The holdout pushed the company into bankruptcy. Pomije is the former CEO of DigitalTown who has filed various lawsuits against the company. DigitalTown has a business plan related to local commerce, and it hopes to exit from bankruptcy protection to execute its plan. Domain Name Wire notes that the plan makes it clear that there's no value in the company. "The Debtor essentially has only one asset – its proprietary software. The software is outdated and needs to be updated. Ultimately, the Debtor believes that the software has no liquidation value. The costs of updating the software is likely more than the costs of developing a similar software "from scratch" for a third party and would therefore not likely attract any interest in the marketplace." But then also states: "We will repurpose our portfolio of existing intellectual property. By utilizing existing software code, we can quickly and efficiently go to market with a modest outlay of cash and time." The reorganization plan provides one hint as to why, beyond being publicly traded, it makes sense to go through this effort: the company has net operating losses that can provide a tax benefit going forward. A copy of the Disclosure Statement explaining the Subchapter V Plan is available at https://domainnamewire.com/wp-content/digitaltown-reorg.pdf About DigitalTown Inc. Burnsville, Minnesota-based DigitalTown, Inc., owns and operates a nationwide social networking site of hyper-local on-line communities built around their domain names and the schools and communities they represent. DigitalTown, Inc., sought Chapter 11 protection (Bankr. D. Minn. Case No. 20-32155) on Sept. 8, 2020. In the petition signed by CEO Sam Ciacco, the Debtor disclosed total assets of $2,501 and total liabilities of $3,524,789 as of the bankruptcy filing. The Hon. Katherine A. Constantine is the case judge. JOSEPH W. DICKER, P.A., led by Joseph Dicker, is the Debtor's counsel. DIOCESE OF ST. CLOUD: Court OKs Plan for Abuse Victims ------------------------------------------------------ Jean Hopfensperger of Star Tribune reports that a U.S. Bankruptcy Court on Thursday, December 3, 2020, approved a St. Cloud Diocese reorganization plan that includes $22.5 million for survivors of clergy sex abuse. The diocese filed for bankruptcy in June, just weeks after reaching the multimillion-dollar framework for compensating 72 abuse victims of 42 priests. "I again want to apologize on behalf of the Church to the survivors of clergy sexual abuse," said St. Cloud Diocese Bishop Donald Kettler in a statement released Friday, December 4, 2020. "Coming forward took a great deal of courage," he said. "The church failed them [abuse victims] and I hope this helps them to move further along the path of healing and peace." The settlement agreement and bankruptcy reorganization approval come six years after the diocese first made public a list of its priests credibly accused of sexual misconduct, with the abuse going back to the 1950s. Attorney Jeff Anderson, who represented the St. Cloud victims, said he was "inspired" by the survivors who stepped forward and shared their pain. "They are the champions and deserve the credit for this," said Anderson. St. Cloud is among five dioceses and archdioceses in Minnesota that filed for Chapter 11 bankruptcy following clergy sex abuse claims. The New Ulm Diocese, Duluth Diocese and Archdiocese of St. Paul and Minneapolis have emerged from bankruptcy, said Anderson. The Winona Diocese has not reached a resolution, he said. The $22.5 million survivor fund will be administered by an independent trustee appointed by the bankruptcy court, with input from the committee representing survivors' interest, the diocese said. The funds include $14 million in insurance coverage, $5.25 million in property sales, including the St. Cloud Children's Home, and $3.25 million in contributions from parishes and a line of credit. The plan also calls for the diocese to create new child protection protocols that include greater transparency on child protection matters and the release of internal documents related to clergy sexual misconduct. About The Diocese of St. Cloud The Diocese of St. Cloud is a tax-exempt religious organization. The Roman Catholic Diocese of Saint Cloud encompasses 12,251 square miles in 16 central Minnesota counties, with an estimated total population of 555,400. The diocese stretches more than 175 miles from east to west, including some of Minnesota's most rural areas along the North and South Dakota borders. It also includes one of the nation's fastest-growing suburban corridors extending from Minneapolis northwest to St. Cloud. The diocese currently includes 131 parishes with a combined Catholic population of over 133,000. Visit http://stcdio.orgfor more information. The Diocese of St. Cloud filed its voluntary petition 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 disclosed assets of $10 million to $50 million and liabilities of $1 million to $10 million. The Debtor has tapped Quarles & Brady, LLP as its legal counsel. The U.S. Trustee for Region 12 appointed a committee of unsecured creditors on June 16, 2020. The committee is represented by Stinson, LLP. DOMICIL LLC: Cancels Plan, Seeks Case Dismissal ----------------------------------------------- Domicil, LLC filed with the U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, an expedited motion to dismiss its Chapter 11 case. There are a number of matters pending for hearing on Dec. 3, 2020, including confirmation of the Debtor's proposed Chapter 11 plan, a motion to dismiss that the U.S. Trustee filed, the fee request for the counsel for the former Chapter 7 trustee and an objection to the claim of Oakland Manors. Domicil also has filed a motion to compromise a separate claim pursuant to Bankr.R. 9019 that is set for hearing on December 16, 2020. Domicil's plan was premised on the Debtor's belief that Domicil would be able to reach a settlement with Oakland Manors Apartments, LLC, as well as Ameristar Properties of South Florida, Inc., with said settlements providing sufficient funds to pay the remaining creditors and administrative claimants in the case. As the Court is aware, the original mortgage holder assigned its judgment of foreclosure to the Ellisons, who Domicil has reached an agreement with regarding the transfer of the property, thus resolving all issues with the largest creditor. It has recently become apparent that Domicil and Oakland Manors will not be able to settle the claim regarding the real estate deposit that was interpled into the Circuit Court registry.Although the parties are not very far apart, both have very strong beliefs about the strength of their case and both have essentially dug their heels in the sand. As Oakland Manors noted in its opposition to the objection to its claim, the Court previously granted stay relief to Oakland Manorsin order for the parties to prosecute the claim in Circuit Court, where a lawsuit has been pending since 2016. Rather than continue in Chapter 11, Domicil, after further consultation with the Ellisons, had reached an agreement whereby the Ellisons have agreed to fund the amount of $35,000.00 which will satisfy all of the remaining claims, both prepetition and administrative, in the case. Those claims include the following: a. $12,500 to counsel for the former Chapter 7 trustee, which is an amount agreed to via settlement; b. $8,775 to Sea Ranch Lakes Beach Club, Inc., which is the homeowner's association where the property is located. This amount consists of an amount agree to in the adequate protection order plus the quarterly fee for the fourth quarter of 2020; c. Approximately $4,500 to pay 2019 real property taxes; this amount is an estimate as the taxes have been accruing interest, but whatever the final amount is will be paid; d. $5,000 to the Village in exchange for the release of the code enforcement liens that the Village previously recorded; e. $1,964 due to the United States Trustee for unpaid quarterly fees; this amount is calculated based off of amounts provided to undersigned counsel in an email dated December 1, 2020 plus the quarterly fee for the fourth quarter of 2020;f.Any remaining amounts from the $35,000 will be applied to reduce the amount of fees and costs owed to Slatkin & Reynolds, P.A. ("S&R"). Payment of all of the above will resolve all of the undisputed amounts that the Debtor owes being paid, with the exception of S&R, who will be owed a relatively small remaining amount and is willing to forgo payment at the current time. Given that Domicil and the Elisions have reached an agreement regarding the transferred property and that all of above amounts will be paid, the only item that is left to be resolved is the claim of Oakland Manors, which Domicil vehemently disputes. With regard to the Oakland Manors claim, the Debtor notes that the remaining funds from the real estate deposit are currently on deposit in the registry of the Circuit Court. Thus, if Oakland Manors prevails on the claim, it will be able to apply to the Circuit Court to be paid said funds from the registry. Likewise, if Domicil prevails, it will be able to recover the funds as well. Accordingly, Domicil asserts that there is no reason for this case to continue. Nor is there any reason for Domicil to remain in bankruptcy. All of Domicil's creditors' claims have been resolved with the exception of Oakland Manors, which can be resolved in the pending Circuit Court case. There is nothing left to reorganize given the resolutions set forth above. Nor is there any reason for the case to be reconverted to Chapter 7 because there are no creditors with claims remaining other than potentially Oakland Manors, whose claim can be satisfied by recovering said funds from the Circuit Court registry. Attorneys for the Debtor: Robert F. Reynolds, Esq. SLATKIN & REYNOLDS, P.A. One East Broward Blvd., Suite 609 Fort Lauderdale, FL 33301 Telephone: 954.745.5880 Facsimile: 954.745.5890 E-mail: rreynolds@slatkinreynolds.com About Domicil LLC Based in Fort Lauderdale, Fla., Domicil, LLC filed a voluntary petition under Chapter 7 of the United States Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-17449) on June 4, 2019. The case was subsequently converted to Chapter 11 pursuant to an order dated Nov. 15, 2019. Judge Scott M. Grossman oversees the case. Robert F. Reynolds, Esq. at Slatkin & Reynolds, P.C. represents the Debtor as counsel. DR. PROCTOR: Seeks Court Approval to Hire Bankruptcy Attorney ------------------------------------------------------------- Dr. Proctor & Associates filed anew an application to employ William Johnson, Jr., Esq., of The Johnson Law Group, LLC, as its bankruptcy attorney. The Debtor requires Mr. Johnson to: (a) provide general advice and counsel concerning compliance with the requirements of Chapter 11; (b) assist in the preparation of any necessary amendments to the Debtor's schedules, statement of financial affairs, and related documents as appropriate; (c) represent the debtor-in-possession in all contested matters; (d) represent as appropriate in any related matters in other courts; (e) provide advice and counsel concerning the structure of a plan and any required amendments thereto; (f) advise the Debtor concerning the feasibility of confirmation of a plan and representation in connection with the confirmation process; (g) provide liaison, consultation, and where appropriate, negotiation with creditors and other parties in interest; (h) review relevant financial information; (i) review claims with a view to determining which claims are allowable and in what amounts; (j) assist in the prosecution of claims objections, as appropriate; (k) represent at the section 341 meeting of creditors and at any hearings or status conferences in court; and (l) provide other legal services as may be necessary and appropriate to the case. Mr. Johnson would charge his regular hourly rate for services, currently $405 per hour but subject to periodic adjustment, plus reimbursement for expenses. The Debtor paid the initial retainer fee in the amount of $2,083. Mr. Johnson disclosed in court filings that he does not have a connection with the Debtor. The attorney can be reached at: William C. Johnson, Jr., Esq. THE JOHNSON LAW GROUP, LLC 6305 Ivy Lane, Suite 630 Greenbelt, MD 20770 Telephone: (301) 477-3450 Facsimile: (202) 525-2958 Email: William@JohnsonLG.Law About Dr. Proctor & Associates Dr. Proctor & Associates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 20-19022) on Oct. 5, 2020. At the time of the filing, Debtor had estimated assets of between $100,001 and $500,000 and liabilities of less than $50,000. William C. Johnson, Jr., Esq., serves as the Debtor's legal counsel. DRIVETIME AUTOMOTIVE: S&P Withdraws 'B-' Issuer Credit Rating ------------------------------------------------------------- S&P Global Ratings withdrew its 'B-' issuer credit rating on DriveTime Automotive Group at the company's request. The outlook on the rating was negative at the time of the withdrawal. EBONY MEDIA: Sale on Hold After Judge Ejects Board -------------------------------------------------- Law360 reports that a Texas bankruptcy judge on Thursday, December 3, 2020, put the Chapter 11 sale of the owner of long-running Black cultural magazines Ebony and Jet on hold after removing the company's board of directors over reports a claim objection had been blocked by an insider deal. At a remote status conference, U.S. Bankruptcy Judge David Jones said he was "extremely bothered" by the reports of the deal among the now-former members of the Ebony Media Operations board and that he was abating all the previously set deadlines in the case while the new directors investigate and he decides what will happen next. About Ebony Media Ebony Media Holdings LLC is the publisher of Black cultural magazines Ebony and Jet. Creditors Parkview Capital Credit Inc. and David M. Abner & Associates, Plum Studio filed involuntary Chapter 7 petitions against Ebony Media Operations, LLC, and Ebony Media Holdings LLC (Bankr. S.D. Tex. Case No. 20-33665 and 20-33667) on July 23, 2020. The court on Sept. 3, 2020, entered an order approving a stipulation signed by the Debtors and the petitioners to an entry of order for relief in the bankruptcy cases and the conversion of the cases to cases under Chapter 11 of the Bankruptcy Code. The Debtors have tapped Pendergraft & Simon, LLP as their legal counsel and FTI Capital Advisors, LLC as their investment banker. ESSEX REAL ESTATE: Pioneer Objects to Second Amended Plan --------------------------------------------------------- Pioneer Funding Group III, LLC and Pioneer Funding Group IV, LLC object to the confirmation of the Second Amended Plan of Reorganization of Essex Real Estate Partners, LLC. Pioneer objects to confirmation of the Plan on the grounds that it does not satisfy all the requirements of Bankruptcy Code Section 1129 because Debtor's Manager, who will remain employed post-confirmation and therefore serve as the Disbursing Agent, is conflicted and cannot serve as an independent fiduciary. Pioneer claims that it has not been able to reconstruct Debtor's math as to why the investors will receive only $3.5 million while non-Royal Essex members own roughly 30% of the equity in Debtor. A disinterested fiduciary must conduct a full and accurate accounting. Pioneer asserts that the Debtor's proposed Plan should be modified to provide that equity distributions shall be paid directly from escrow with the amounts of such distributions set forth in the confirmation order. Pioneer further asserts that it does not appear that the Second Amendment was executed by a majority of Series A Preferred Unit Holders as the Pusateris' interest has not been fully vetted and Resource Investors Capital Holdings, LLC never executed the Second Amendment. Pioneer points out that Royal Essex provides no support for its position that Pioneer's acquired Azteca interest is invalid because Azteca was not in good standing with the State of Nevada at the time of transfer. Royal Essex's bad faith tactic to avoid providing Pioneer with its pro rata share of the distributions cannot be permitted. Counsel for Pioneer: BRETT A. AXELROD, ESQ. LUCY C. CROW, ESQ. FOX ROTHSCHILD LLP 1980 Festival Plaza Drive, Suite 700 Las Vegas, Nevada 89135 Telephone: (702) 262-6899 E-mail: baxelrod@foxrothschild.com lcrow@foxrothschild.com About Essex Real Estate Partners Essex Real Estate Partners, LLC, based in Reno, NV, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 19-51486) on Dec. 27, 2019. In the petition signed by Jeri Coppa-Knudson, manager, the Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Bruce T. Beesley oversees the case. Stephen R. Harris, Esq., a Harris Law Practice, LLC, serves as bankruptcy counsel to the Debtor. ESSEX REAL ESTATE: Plan Settlement Gives Estate $17M From Sales --------------------------------------------------------------- Essex Real Estate Partners, LLC, submitted a Third Amended Disclosure Statement explaining its Chapter 11 Plan. The Debtor's asset consist of 5 parcels of unimproved real property and having an estimated market value around $53,000,000. The Debtor, its largest equity holder, Royal Essex LLC, Holman, IFA, NexBank and others attended two settlement conferences with the Honorable Gregg W. Zive on July 16, 2020, and Sept. 8, 2020, in an attempt to resolve the parties' disputes, including the Adversary Proceeding. Ultimately, the Debtor, Royal Essex and NexBank (collectively, the "Settling Parties"), but not IFA, entered into an oral settlement agreement ("Settlement Agreement") placed on the record by Judge Zive, to be approved with the following terms: * The Debtor's Property would be sold free and clear of all liens, claims and encumbrances to the highest and best bidders to be confirmed by the Court at a hearing on September 25, 2020, pursuant to 11 U.S.C. Sec. 363 through a confirmed Plan which NexBank will support; * From the net sales proceeds, the sum of $44,000,000 will be considered the "Base Amount" which will be paid as follows: $17,000,000 retained by the Debtor's estate and $27,000,000 paid to NexBank on account of the Term Notes and Deed of Trust. As a result of the September 25th sales and the closings resulting therefrom, any net sales proceeds exceeding the Base Amount will be split equally between NexBank and the Debtor, until the Debtor has reached a cap paid to it of $20,000,000. Any surplus proceeds after the Debtor reaches the $20,000,000 cap shall be wholly paid to NexBank, as Agent for the Lenders. The auction held Sept. 25 resulted in bids collectively totaling the sum of $53.28 million. The Debtor will seek to close the sales for each of the parcels on or before Jan. 31, 2021. Class 2 Claims constitute of claims of NexBank, SSB and IFA and any fractional assignees holding interests in the Term Notes and Deed of Trust. This class is impaired. On any sales of the Property, the Security Interests, if any, of the Class 2 claim(s) shall be transferred to the Net Sale Proceeds concurrently with the closing for each of the parcels of the Property, until the Security Interests, if any, are determined and approved by the Court pursuant to the Settlement Agreement entered into by NexBank, Royal Essex and the Debtor, on September 8, 2020. From the Net Sale Proceeds, the sum of $44,000,000 will be considered the Base Amount, which will be paid as follows: $17,000,000 retained by the Debtor's estate and $27,000,000 paid to NexBank, as the agent for the Lenders, on account of the Term Notes and Deed of Trust, in exchange for a mutual release of all claims between the parties. CLASS 3 Equity Interests of Debtor are impaired. The equity interests of the members of ESSEX REAL ESTATE PARTNERS, LLC existing on the Petition Date shall remain unchanged and unaltered. After payment of the allowed Class I secured claims and the allowed Class 2 creditors' claims pursuant to the parties' settlement agreement, the remaining proceeds in the Debtor' s estate shall be distributed to the equity interest holders according to the Debtor's Operating Agreement and members' pro-rata interests as specified therein, after all disputed claims are determined and paid if determined to be allowed. Class 4 consists of the disputed general unsecured claim of IFA in the amount of $166.5 million. The Debtor has filed a motion seeking to estimate the claim at $0. If the Court decrees that some amount of monies are owing on account of IFA's claim, then that amount would be paid from the net sale proceeds prior to any distribution to the Debtor. A full-text copy of the 2nd Amended Disclosure Statement dated November 2, 2020, is available at https://www.pacermonitor.com/view/FSYZXOQ/ESSEX_REAL_ESTATE_PARTNERS_LLC__nvbke-19-51486__0239.0.pdf?mcid=tGE4TAMA A full-text copy of the Third Disclosure Statement dated November 10, 2020, is available at https://www.pacermonitor.com/view/UU4DRLA/ESSEX_REAL_ESTATE_PARTNERS_LLC__nvbke-19-51486__0249.0.pdf?mcid=tGE4TAMA Attorney for the Debtor: STEPHEN R. HARRIS, ESQ. HARRIS LAW PRACTICE LLC 6151 Lakeside Drive, Suite 2100 Reno, Nevada 89511 Telephone: (775) 786-7600 About Essex Real Estate Partners Essex Real Estate Partners, LLC, based in Reno, NV, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 19-51486) on Dec. 27, 2019. In the petition signed by Jeri Coppa-Knudson, manager, the Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Bruce T. Beesley oversees the case. Stephen R. Harris, Esq., a Harris Law Practice, LLC, serves as bankruptcy counsel to the Debtor. ESSEX REAL ESTATE: Wins Approval of 3rd Amended Disc. Statement --------------------------------------------------------------- ESSEX Real Estate Partners, LLC, in November won court approval of the Third Amended Disclosure Statement explaining its Chapter 11 Plan. Dec. 15, 2020, at 3:00 p.m., is fixed for the hearing to consider confirmation of the Plan. Dec. 1 is fixed as the last day for filing and serving written Plan objections, as well as ballots accepting or rejecting the Plan. Dec. 14 is the deadline for the Debtor's ballot summary. About Essex Real Estate Partners Essex Real Estate Partners, LLC, based in Reno, NV, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 19-51486) on Dec. 27, 2019. In the petition signed by Jeri Coppa-Knudson, manager, the Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Bruce T. Beesley oversees the case. Stephen R. Harris, Esq., a Harris Law Practice, LLC, serves as bankruptcy counsel to the Debtor. FRANCESCA'S HOLDINGS: Case Summary & 30 Top Unsecured Creditors --------------------------------------------------------------- Lead Debtor: Francesca's Holdings Corporation 8760 Clay Road, Suite 100 Houston, TX 77080 Business Description: Francesca's is a specialty retailer that operates a nationwide-chain of boutiques providing a diverse assortment of apparel, jewelry, accessories, and gifts. As of Dec. 1, 2020, the Debtors operate 558 boutiques in 45 states and the District of Columbia and also serve their customers through www.francescas.com, their e-commerce website, and their recently launched mobile app. For more information, visit www.francescas.com. Chapter 11 Petition Date: December 3, 2020 Court: United States Bankruptcy Court District of Delaware Four affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Francesca's Holdings Corporation (Lead Debtor) 20-13076 Francesca's LLC 20-13077 Francesca's Collections, Inc. 20-13078 Francesca's Services Corporation 20-13079 Judge: Hon. Brendan Linehan Shannon Debtors' Local Counsel: Mark D. Collins, Esq. Michael J. Merchant, Esq. Jason M. Madron, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Tel: (302) 651-7700 Fax: (302) 651-7701 Email: collins@rlf.com merchant@rlf.com madron@rlf.com Debtors' General Bankruptcy Counsel: Maria DiConza, Esq. Joseph Zujkowski, Esq. Diana M. Perez, Esq. O'MELVENY & MYERS LLP Times Square Tower Seven Times Square New York, New York 10036 Tel: (212) 326-2000 Fax: (212) 326-2061 Email: mdiconza@omm.com jzujkowski@omm.com dperez@omm.com Debtors' Financial Advisor & Investment Banker: FTI CAPITAL ADVISORS LLC Debtors' Real Estate Advisor: A&G REALTY PARTNERS Debtors' Notice, Claims & Balloting Agent: BANKRUPTCY MANAGEMENT SOLUTIONS, INC. D/B/A STRETTO https://cases.stretto.com/francescas Debtors' Store Closure Sales Consultant: TIGER CAPITAL GROUP, LLC Total Assets as of November 1, 2020: $264,700,000 Total Debts as of November 1, 2020: $290,500,000 The petitions were signed by Andrew Clarke, president and chief executive officer. A copy of Francesca's Holdings' petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/MYIKLUA/Francescas_Holdings_Corporation__debke-20-13076__0001.0.pdf?mcid=tGE4TAMA List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Premium Outlet Partners, L.P. Rent $573,636 Attn: Legal Dept. 225 West Washington Indianapolis, IN 46204 Email: andrew.rice@simon.com 2. Esung New York, LLC Maintenance $543,908 132 Rockaway Ave., Valley Stream, NY 11580 Tel: 559-717-8889 Fax: 516-887-2688 3. Tanger Properties Rent $535,829 Limited Partnership Attn: Legal Dept 3200 Northline Ave, Ste 360 Greensboro, NC 27408 Fax: 336-852-2096 Email: maren.donovan@tangeroutlets.com 4. Arc Textiles Inc. Merchandise $492,694 dba Sofi Angel 110 E 9th Street, Suite C757 Los Angeles, CA 90079 Tel: 213-395-60081 Email: emma.la20140821@gmail.com 5. Jolie Clothing, Inc. Merchandise $437,969 1100 S. San Pedro St., #D3 Los Angeles, CA 90015 Tel: 213-746-1700 Fax: 213-746-7260 Email: customerservice@jolieonline.com 6. Shantex Group LLC Merchandise $407,357 530 7th AVE Ste 907 New York, NY 10018 Tel: 646-918-6399 7. Ana Accessories Corporation Merchandise $381,474 dba Ana Trading Inc. 940 Crocker St. Ste 101 Los Angeles, CA 90021-2289 Tel: 231-747-8879 Fax: 213-747-6016; 213-612-4392 Email: support@shopgirly.net 8. Rymsbran Continental Corp Rent $365,080 619 West 54th Street, Suite 10A New York, NY 10019 9. Simon Property Group Rent $357,370 (Texas) L.P Attn: Legal Dept 225 West Washington St. Indianapolis, IN 46204-3438 10. Trixxi Clothing Company Merchandise $335,954 c/o CIT Commercial Service c/o Trixxi Clothing Company PO Box 1036 Charlotte, NC 28201-1036 Tel: 323-585-4200 Fax: 213-943-1083; 434-791-642 Email: thomas.fingleton@cit.com; michael.hudgens@cit.com; darrin.beer@cit.com 11. Joseph D.Arezzo, Inc. Merchandise $319,321 2900 E. 11th Street Los Angeles, CA 90023 Tel: 213-261-6182 Fax: 888-897-0938 Email: info@josephdarezzo.com 12. Triple7Global, Inc. Merchandise $307,948 114 W. Elmyra Street Los Angeles, CA, 90012 13. Accessories House NY, LLC Merchandise $301,706 10 West 33rd Street #502 New York, NY 10001 Tel: 512-466-8225 14. Kibo Software Inc. Professional $289,079 717 N Harwood Street Services Suite 1800 Dallas, TX 75201 15. Oz Jewelry Corp Merchandise $273,160 1201 Broadway, Suite 610 New York, NY 10001 Tel: 212-967-3857 Fax: 212-967-3858 16. Athra NJ, Inc. Merchandise $270,164 430 Gotham Pkwy Carlstadt, NJ 7072 Tel: 201-964-9770 Fax: 201-964-9771 17. Fantas Eyes, Inc. Merchandise $248,594 The CIT Group/Commercial Svc PO Box 1036 Charlotte, NC 28201-1036 Tel: 212-997-4433 Fax: 609-502-4406 Email: thomas.fingleton@cit.com; michael.hudgens@cit.com; darrin.beer@cit.com 18. Valjean International, Inc. Merchandise $243,386 dba La Radiant 36 W 37th St, 2nd Floor New York, NY 10018 Tel: 212-563-4648 Fax: 212-563-4623 Email: info@laradiant.com 19. National Project Management Professional $241,064 204 Fabricator Drive Services Fenton, MO 63026 Tel: 636-203-4944 Fax: 636-203-4940 Email: info@natlpm.com 20. DEE ELLE Merchandise $240,711 1701 E. Washington Blvd., Los Angeles, CA 90021 Tel: 323-235-0122 Fax: 323-235-0714 21. Desire Path Mississippi Merchandise $226,277 dba DPM Fragrance 1010 Lynn Lane Starkville, MS 39759 Tel: 662-324-2231 Fax: 662-324-3036 Email: info@curiobrands.com 22. Much Too Much Merchandise $219,079 110 E. 9th Street, B903 Los Angeles, CA 90079 Tel: 213-622-5897 Fax: 213-622-5839 23. Occasionally Made Merchandise $218,405 dba Swig 8001 Franklin Farms Dr, Suite 100 Richmond, VA, 23229 Tel: 804-288-7465 Email: info@swiglife.com 24. Georgetown One, LLC Professional $211,395 13150 Glen Road, Services North Potomac, MD 20878 25. Jainsons International, Inc. Merchandise $204,105 dba Dizzy Lizzy 7526 Tyrone Ave Van Nuys, CA 91405 Tel: 818-779-2999 Fax: 818-779-2910 Email: info@jaincompany.com 26. 3B International LLC Merchandise $202,422 100 Bomont Place Totowa, NJ 7512 Tel: 973-837-6036 Fax: 201-604-6366 27. Asha Design LLC Merchandise $200,923 288 Lexington Ave, Ste 9C New York, NY, 10016 Tel: 310-661-3081 28. Magee v. Francesca's Litigation Unknown Holding Corp, NJ, 1:17-cv-00565 Shavitz Law Group, P.A. 951 Yamato Rd, Suite 285 Boca Raton, FL 33431 Attn: Gregg I. Shavitz; Michael J. Palitz Fax: 561-447-8831 Email: gshavitz@shavitzlaw.com; mpalitz@shavitzlaw.com 29. Oullette v. Francesca's Litigation Unknown Collections Inc, ME, 2:20-cv-00389 29 Law Office of Guy D. Loranger 1 Granny Smith Court, Suite 3 Old Orchard Beach, Maine 04064 Attn: Guy D. Loranger Email: guy@lorangerlaw.com 30. Pending NJ Employee Litigation Unknown Arbitration Case Shavitz Law Group, P.A. 951 Yamato Rd, Suite 285 Boca Raton, FL 33431 Attn: Gregg I. Shavitz; Michael J. Palitz Fax: 561-447-8831 Email: gshavitz@shavitzlaw.com; mpalitz@shavitzlaw.com GAINESVILLE ROAD: Trustee Sets Bid Procedures for All Assets ------------------------------------------------------------ Steven Oscher, Chapter 11 trustee for the bankruptcy estate of Gainesville Road Community Trust, asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the bidding procedures relating to the sale of substantially all of the Debtor's assets to Raj Baluja for $2 million, subject to overbid. The Trustee asks approval for a sale of the Assets to the Purchaser, and to establish bidding procedures and an auction process in order to test the value of the assets. The Purchaser's offer consists of a credit bid by the Debtor's largest creditor and cash, and the Purchaser will act as a stalking horse bidder. No other potential buyers have expressed interest in the subject assets, and, due to the circumstances of the case and the nature of the assets, the Trustee proposes to give limited notice of the proposed sale to a small market. The Debtor owns and operated two mobile home parks in Marion County, Florida: (1) the Sunny Oaks Mobile Home Park, 6800 NW Gainesville Rd., Ocala, FL 34475; and (2) the Edgewood Mobile Home Park, 4023 NW Gainesville Rd., Ocala, FL 34475. The Properties are home to a total of 73 mobile homes. One Family Florida Partners, LP filed its Proof of Claim in the amount of $2,106,796 on May 25, 2020. The basis of One Family's Claim 1 is a contract for deed executed Dec. 28, 2017, between One Family and the Debtor, which provided for a financed sale of the Properties by One Family to the Debtor. Under the Governing Contract, One Family remained -- and remains -- the title owner of the Properties. The Debtor is in default of its obligations under the Governing Contract. The Purchaser has agreed to bid $2 million for the Properties, consisting of $1.69 million as a credit bid by First Family and $310,000 in cash, and to act as the stalking horse bidder. The Properties were largely in a state of squalor when the Trustee was appointed. Since his appointment and since the retention of the Property Manager, the Trustee has directed the Property Manager to clean the Properties of debris, remedy code violations, address other safety hazards, perform general maintenance of landscaping and the grounds in general, in order to make the Properties livable and marketable. In addition to the foregoing, he has had to pay past-due post-petition vendor and utility bills. The Court authorized the Trustee to obtain post-petition financing from the Purchaser. It is apparent that rental income from the Properties' tenants will not generate funds sufficient to pay for cleanup activities, past-due bills, or other administrative expense claims. The Trustee has determined that it is in the best interest of the Debtor, the creditors, and the Debtor's estate to sell the Properties. In order to maximize the value of the Debtor's assets, the Trustee decided to proceed with the sale of the Assets pursuant to Sections 363 of the Bankruptcy Code to the highest and best bidder. He solicited interest for the Assets but has not identified potential buyers other than the Purchaser; therefore, he proposes the Purchaser as a stalking horse buyer for the Court's approval. The Trustee asks Court approval of the Bid Procedures for the sale of the Assets. He believes that the bidding procedures will assist in determining the highest and best offer available for the sale of the Assets. The salient terms of the Bidding Procedures are: a. Bid Deadline: No later than 5 p.m. (EST) on the day that is five business days prior to the date of the Sale Hearing b. Initial Bid: $1.9 million c. Deposit: A good faith deposit in immediately available funds in the amount equal to the greater of (i) 10% of the aggregate dollar amount of the Bid(s), or (ii) $190,000, which will be made payable to and delivered to Trenam, the counsel to the Trustee, by no later than the Sale Hearing (or such later date agreed to by the Trustee). d. Auction: The Auction to consider any Qualified Bids for the Assets will be held at the Tampa office of Trenam, 101 East Kennedy Blvd., Suite 2700, Tampa, Florida 33602, at 10 a.m. (EST) on the date that is one business day immediately preceding the date of the Sale Hearing. e. Bid Increments: $10,000 f. The sale will be free and clear of all liens, claims, and encumbrances. g. The Purchaser's bid offer will be considered the Stalking Horse Bid and the Purchaser the Stalking Horse Bidder. No Bidder submitting any Bid will be entitled to any expense reimbursement or any breakup, termination, or similar fee or payment, and no bid containing a requirement for any such reimbursement or fee will be permitted. The Trustee proposes to send the Bid Procedures Order to: (a) all creditors and parties listed on the Local Rule 1007-2 Parties in Interest List; (b) all applicable taxing authorities; (c) all parties which, to the knowledge of the Trustee, have liens on or have asserted liens or other interests in the Assets; and (d) any party that has previously expressed an interest in acquiring the Assets. He asks Court approval of the form and manner of notice as being adequate and sufficient notice of the Bid Procedures and the deadline for filing Objections to the Sale Motion, and the assumption and/or assignment of the Contracts. A copy of the Bid Procedures is available at https://tinyurl.com/y49oltzf from PacerMonitor.com free of charge. About Gainesville Road Community Trust Gainesville Road Community Trust sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-03888) on May 19, 2020. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million and liabilities of the same range. Judge Catherine Peek McEwen oversees the case. Dion R. Hancock, P.A., is the Debtor's legal counsel. Steven S. Oscher was appointed as Chapter 11 trustee for Debtor's bankruptcy estate on Aug. 19, 2020. The trustee has tapped Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, P.A. as his legal counsel and Oscher Consulting, P.A. as his accountant. GEMINI HDPE: S&P Assigns Prelim. 'BB' Rating on $600MM Term Loan B ------------------------------------------------------------------ S&P Global Ratings assigned a 'BB' preliminary rating to Gemini HDPE LLC's (Gemini or the Project) $600 million term loan B due 2027 and placed the rating on CreditWatch with negative implications. At the same time, S&P assigned a '3' recovery rating to the loan, indicating its expectation of meaningful (50%-70%, rounded estimate: 60%) recovery of principal in a default scenario. Gemini HDPE LLC is a high-density polyethylene (HDPE) facility located in La Porte, Texas. Construction of the facility was completed in 2017. The Project produces a wide range of HDPE products but primarily focuses on bimodal-grade HDPE, which has superior properties, allowing usage in applications that command a price premium over commodity HDPE grades. The HDPE products are mainly sold in the North American market. Gemini currently has a "hell-or-high-water" long-term tolling agreement with INEOS HoldCo and Sasol. INEOS GH and Sasol guarantee the tolling obligations of subsidiaries on several bases. After the acquisition of Sasol's equity stake, INEOS GH will be sole (through subsidiaries) owner (and guarantor of toll obligations) of Gemini. The tolling agreement currently expires in 2027, which will be extended to 2035 with the acquisition. The tolling guarantee between Gemini and INEOS GH insulates the project from operating risk. Gemini has a long-term tolling agreement with INEOS HoldCo entities; INEOS GH guarantees the tolling obligations of HoldCo entities through an unconditional and irrevocable guarantee. The project is structured to recover all operating costs and mandatory debt service and achieve 1x debt service coverage as long as the tolling agreement is in effect INEOS GH meets its tolling obligations. Furthermore, the tolling agreement protects the project against HDPE price fluctuations. The 15-year tenor (expires in 2035) of the tolling agreement extends beyond the debt maturity in 2027, so S&P believes there is no refinancing risk because the tolling agreement lasts for another eight years following the term loan's maturity and the toll payment schedule covers the outstanding debt at maturity. At maturity, the term loan will be refinanced over the term of the tolling agreement. In addition, following INEOS acquisition of Sasol's interest in Gemini, the project will be 100% owned by INEOS GH. As such, the project is exposed to the creditworthiness of its parent, INEOS GH's U.S. arm, INEOS USA LLC. At the same time, S&P assigned a '3' recovery rating to the loan, indicating meaningful (50%-70%, rounded estimate: 60%) recovery of principal in a default scenario. The CreditWatch status with negative implications of Gemini is reflective of the CreditWatch status of the guarantor of the tolling agreement, INEOS Group Holdings S.A. The guarantor pays all debt service components (principal, interests and financing costs), as well as variable and fixed manufacturing costs, and any other operating necessity costs. GLOBAL CLOUD: FCC Asked to Approve Post-Bankruptcy Cable Transfer ----------------------------------------------------------------- Law360 reports that the National Telecommunications and Information Administration has asked the Federal Communications Commission to approve a post-bankruptcy ownership transfer of an undersea cable owned by Global Cloud Xchange as long as the company adheres to a set of required disclosures. In a petition to the FCC on Thursday,December 4, 2020, the NTIA, an agency under the U.S. Department of Commerce, said it had no objections to an application by GCX for a restructured ownership provided that certain agreed-to conditions are met. Changes in ownership of telecom carriers must receive approval under Section 214 of the Communications Act. About Global Cloud Xchange Global Cloud Xchange (GCX), a subsidiary of India-based Reliance Communications, offers a comprehensive portfolio of solutions customized for carriers, enterprises and new media companies. GCX -- http://www.globalcloudxchange.com/-- owns the world's largest private undersea cable system spanning more than 68,000 route kms which, seamlessly integrated with Reliance Communications' 200,000 route kms of domestic optic fiber backbone, provides a robust Global Service Delivery Platform. With connections to 40 key business markets worldwide spanning Asia, North America, Europe and the Middle East, GCX delivers leading edge next generation Enterprise solutions to more than 160 countries globally across its Cloud Delivery Network. GCX Limited and 15 subsidiaries filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 19-12031) on Sept. 15, 2019, to seek confirmation of a pre-packaged Plan of Reorganization. The Restructuring Support Agreement, and the Plan implementing the same, contemplates (a) a debt-to-equity recapitalization transaction, whereby the Senior Secured Noteholders will receive a pro rata share of (i) 100% of the new equity interests of reorganized GCX and (ii) second lien term loans in an aggregate principal amount of $200 million and (b) a simultaneous "go-shop" process in which the Debtors will solicit bids for the potential sale of all or a portion of their business pursuant to the Plan. The Debtors are estimated to have $1 billion to $10 billion in assets and liabilities, according to the petitions signed by CRO Michael Katzenstein. The Hon. Christopher S. Sontchi is the case judge. The Debtors tapped Paul Hastings LLP as general bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as local bankruptcy counsel; FTI Consulting, Inc. as financial advisor; and Lazard & Co., Limited as investment banker. Prime Clerk LLC is the claims agent. GNIRBES INC: Court Extends Plan Exclusivity Thru January 20 ----------------------------------------------------------- At the behest of Gnirbes Inc., Judge Mindy A. Mora of the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, extended the period in which the Debtor may file a chapter 11 plan through and including January 20, 2021, and if the Debtor files a plan of reorganization on or before that date, then it shall continue to have the exclusive right to obtain acceptances of any such filed plan through and including March 23, 2021. The Debtor said its case is moving in a positive direction. The Debtor and its largest creditor, Granada Capital, LLC, participated in a Judicial Settlement Conference before Judge Paul Hyman on July 24, 2020. As part of the settlement, the Debtor agreed to transfer to Granada the real property located at 330 US Highway 27 North a/k/a 332 & 334 US Highway 27 North in Sebring, Florida. During the course of this case, an issue arose between Granada and the lender which holds the first position mortgage on the Commercial Property, creditor Community Loan Services, LLC f/k/a Bayview Loan Services, LLC, relative to the existence and validity of Community's secured claim against the Commercial Property. Granada took the position that Community's secured claim against the Commercial Property was unenforceable pursuant to Fla. Stat. Sec. 95.281(1)(a). The Community then filed a Motion for Abstention requesting that the Court abstain from the pure state law dispute between the two non-debtors as to the validity of Community's mortgage lien. The Debtor disclosed that the matters between Granada and Community have been resolved. At hearings in this case on the Motion to Compromise Controversy, Motion to Dismiss, Motion for Stay Relief, Motion to Value, and Motion to Sell WAS on October 27, 2020, it was agreed by all parties that the various Motions be continued to December 15 to allow Granada and Community to finalize any settlement on the matters between those two parties. At these same hearings, it was acknowledged that the 300-day deadline to file a bankruptcy-exit plan is January 20, 2021. The Debtor acknowledged that it would be in the position to file a Plan by that time since it was anticipated that all outstanding hearings would be resolved on the December 15 calendar. The Debtor said it would be in its best interest and the estate's to file a consensual plan with minimal amendments needed, which more would likely occur after the December 15 hearings. With the extension, the Debtor will be able to focus on dealing with the hearings and finally file a plan of reorganization and obtain acceptances after the hearings. About Gnirbes Inc. Gnirbes Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-13992) on March 26, 2020. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of between $100,001 and $500,000. Judge Mindy A. Mora oversees the Debtor's case. The Debtor is represented by Kelley, Fulton & Kaplan, P.L. GOGO INC: Completes Sale of Commercial Aviation Biz. to Intelsat ---------------------------------------------------------------- Gogo Inc. has completed the sale of its Commercial Aviation business to a subsidiary of Intelsat S.A. for $400 million in cash. Gogo will continue as a publicly traded company, now singularly focused on leveraging its ATG network and proprietary spectrum to serve the business aviation market. The proceeds from the transaction significantly strengthen Gogo's financial position by reducing its net debt position and enhancing the company's ability to invest in growth opportunities, including Gogo 5G. "The completion of the sale of our CA business to Intelsat marks the beginning of a new chapter for Gogo; we are a leader in business aviation and now turn our singular focus toward serving that attractive market," said Oakleigh Thorne, president and CEO of Gogo. "Our business aviation division has proven resilient in the face of the COVID-19 pandemic, as the number of business aircraft online today has nearly returned to January levels. "Looking forward, we see great opportunity to create value for our customers, employees and shareholders," Thorne said. "And on behalf of all of us at Gogo, I want to extend my sincere thanks to the talented CA team that joins Intelsat today. The opportunities that await them are a testament to their unwavering dedication and commitment to Gogo and their aviation partners." Immediately following closing, and after Gogo's $53 million semi-annual interest payments in November, Gogo had approximately $460 million in cash-on-hand and net debt of approximately $770 million. As previously disclosed, Gogo intends to undertake a comprehensive refinancing prior to the first call date of its senior secured notes in May 2021 to align its balance sheet with its new business structure, reduce its interest expense, and facilitate the repayment at maturity of Gogo's convertible notes, of which $238 million aggregate principal amount are currently outstanding. Gogo expects to provide an update on its strategic and long-term financial planning process on its fourth quarter earnings call. About Gogo Inc. Gogo Inc. -- http://www.gogoair.com/-- is an inflight internet company that provides broadband connectivity products and services for aviation. It designs and sources innovative network solutions that connect aircraft to the Internet, and develop software and platforms that enable customizable solutions for and by its aviation partners. Gogo's products and services are installed on thousands of aircraft operated by the leading global commercial airlines and thousands of private aircraft, including those of the largest fractional ownership operators. Gogo is headquartered in Chicago, IL, with additional facilities in Broomfield, CO, and locations across the globe. Gogo Inc. reported a net loss of $146 million for the year ended Dec. 31, 2019, compared to a net loss of $162.03 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $984.45 million in total assets, $1.63 billion in total liabilities, and a total stockholders' deficit of $647.19 million. * * * As reported by the TCR on Sept. 4, 2020, Moody's Investors Service changed Gogo Inc.'s outlook to positive from stable following the company's announcement that it had agreed to sell its commercial aviation (CA) business to Intelsat Jackson Holdings S.A. Concurrently, Moody's affirmed Gogo's Caa1 corporate family rating. As reported by the TCR on March 20, 2020, S&P Global Ratings placed all of its ratings on Gogo Inc., including its 'CCC+' issuer credit rating, on CreditWatch with negative implications. S&P placed its ratings on Gogo on CreditWatch with negative implications because the company does not have sufficient liquidity cushion to absorb a significant and prolonged cut to global air travel. GOODRICH QUALITY THEATERS: Savoy 16 to Reopen Under New Ownership ----------------------------------------------------------------- www.chambanamoms.com reports that Phoenix Theatres Entertainment, according to its website, has purchased Savoy 16 and will reopen the complex under its new management "soon." The posting offered no timetable but said the new management will offer "cinemasafe protocols, advance ticketing, new food and beverage items, loyalty program, gift cards, private rentals, premier recliner auditorium and more." The theater has been closed since the COVID-19 pandemic hit in March. The previous owner, Goodrich Quality Theaters, filed for Chapter 11 bankruptcy in February. There was no indication whether the new owner will offer the free weekend morning movies that were a staple at Savoy 16. Phoenix owns 14 theaters, mostly in the eastern half of the country, according to its website. Its closest location to C-U is Columbus, Ohio. Four of its theaters are currently open, two will be "reopening soon" — including Savoy — and eight others are "temporarily closed." Phoenix's health and safety requirements — which include mandatory masking — is available here. About Goodrich Quality Theaters Goodrich Quality Theaters, Inc. -- http://www.gqti.com/-- owns and operates 30 theaters with 281 screens in cities throughout Michigan, Indiana, Illinois, Florida and Missouri. Goodrich Quality Theaters sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mich. Case No. 20-00759) on Feb. 25, 2020. The petition was signed by Bob Goodrich, its president and secretary. At the time of the filing, the Debtor had estimated assets of between $50 million and $100 million and liabilities of between $10 million and $50 million. Judge Scott W. Dales oversees the case. Debtor tapped Keller & Almassian, PLC as legal counsel; Stout Risius Ross Advisors, LLC as investment banker; and Novo Advisors as financial advisor. A committee of unsecured creditors has been appointed in Debtors' bankruptcy cases. The committee is represented by Pachulski Stang Ziehl & Jones LLP. GOODRICH QUALITY: Debtor Chooses Dismissal Over Conversion ---------------------------------------------------------- Bruce Nathan and Michael Papandrea of Lowenstein Sandler LLP wrote an article on JDSupra titled "Bankruptcy Court Chooses Dismissal Over Conversion Based On The Support Of The Debtor And All Key Creditors." Financially distressed debtors frequently use Chapter 11 to sell their businesses and assets in one or more transactions, primarily in order to pay down secured debt obligations owed to one or more lenders. In the best case, the debtor will generate sufficient sale proceeds to satisfy all of their secured debt, pay administrative and other priority claims against the bankruptcy estate, and confirm a Chapter 11 plan that provides distributions to unsecured creditors. Unfortunately, in many cases, the debtor is left with insufficient sale proceeds, after paying its secured claims, to pay administrative and priority claims—which must be paid in full as a condition for obtaining court approval of a Chapter 11 plan. Under these circumstances, the Chapter 11 plan process is simply untenable and provides no benefit to many unsecured creditors, such as trade creditors. Worse yet for unsecured creditors is the risk of conversion of the debtor's Chapter 11 case to a Chapter 7 case. Conversion exposes trade creditors to the possibility that the Chapter 7 trustee appointed to administer the debtor's bankruptcy case will seek to reel in value for the debtor's estate by commencing lawsuits against creditors to recover preference claims. Trade creditors should find comfort in a recent decision by the United States Bankruptcy Court for the Western District of Michigan (the "Bankruptcy Court"). In In re Goodrich Quality Theaters, Inc., the Bankruptcy Court denied a motion to convert the Chapter 11 case to a Chapter 7 case by the Office of the United States Trustee ("UST") where the debtor, its Chapter 11 and prepetition secured lenders, and the creditors' committee opposed conversion and instead sought to dismiss the case. The Bankruptcy Court ultimately granted the debtor's motion to dismiss, finding that dismissal, rather than conversion, was in the best interests of the debtor's estate and its creditors. The primary factors that the Bankruptcy Court considered were that all of the key parties to the case (other than the UST) supported dismissal, and the debtor's motion to dismiss did not seek to ignore the Bankruptcy Code's priority rules. Trade creditors benefit from the Goodrich decision to the extent that dismissal of a Chapter 11 case eliminates preference risk while conversion of the case creates a risk that a trustee will assert preference claims against the trade. Dismissal in lieu of conversion eliminates the double loss that trade creditors would incur from not receiving any recovery on their unsecured claims and then having to pay in response to a trustee’s assertion of preference claims against them. GUITAR CENTER: Some Creditors Want to Vote Against Bankruptcy Plan ------------------------------------------------------------------ Katherine Doherty of Bloomberg News reports that some creditors of Guitar Center Inc. have organized with the intent to vote against the retailer's bankruptcy plan ahead of a critical deadline on the second week of December 2020, according to people with knowledge of the matter. Certain first-lien noteholders have signed a cooperation agreement and are raising questions about the legitimacy of a previous Guitar Center refinancing, the people said, asking not to be identified discussing a private matter. Their concerns center on new super-senior notes previously offered by Guitar Center to pay off existing obligations and avert a default by the largest U.S. retailer of music instruments and equipment. About Guitar Center Guitar Center, Inc., headquartered in Westlake Village, Cal., is the largest musical instrument retailer with 312 stores and a direct response segment, which operates its Web sites. It operates three distinct musical retail business -- Guitar Center (about 70% of revenue), Music & Arts (about 7% of revenue), and Musician's Friend (its direct response subsidiary with 24% of revenue). Total revenue is about $2 billion. Guitar Center disclosed a net loss of $72.16 million in 2012, a net loss of $236.93 million in 2011 and a $56.37 million net loss in 2010. Guitar Center, Inc., and 7 of affiliates sought Chapter 11 protection (Bankr. E.D. Va. Lead Case No. 20-34656) on Nov. 21, 2020. Guitar Center was estimated to have $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. The Hon. Kevin R. Huennekens is the case judge. The Debtors tapped MILBANK LLP as general bankruptcy counsel; HOULIHAN LOKEY, INC. as restructuring advisor; and BERKELEY RESEARCH GROUP, LLC, as operational and financial advisor. HUNTON ANDREWS KURTH LLP is the Debtors' local bankruptcy counsel. LYONS, BENENSON & COMPANY INC. is the compensations consultant. PRIME CLERK LLC is the claims agent. Stroock & Stroock & Lavan LLP is serving as legal counsel to an ad hoc group of Secured Noteholders and Province is serving as financial advisor. Kirkland & Ellis LLP is serving as legal counsel to Ares Management Corporation. Debevoise & Plimpton LLP is serving as legal counsel to Brigade Capital Management and GLC Advisors & Co. is serving as financial advisor. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel to The Carlyle Group. H & R PROPERTY: Case Summary & 4 Unsecured Creditors ---------------------------------------------------- Debtor: H & R Property, LLC 9999 Middlebelt Rd Romulus, MI 48174 Business Description: H & R Property, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: December 4, 2020 Court: United States Bankruptcy Court Eastern District of Michigan Case No.: 20-52081 Debtor's Counsel: Raymond N. Mashni, Esq. RAYMOND N. MASHNI, PLC 132 W. Nepessing Street Lapeer, MI 48446 Tel: (810) 245-2042 Email: raymashni@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Hassan Ouza, member. A copy of the Debtor's list of four unsecured creditors is available for free at: https://www.pacermonitor.com/view/LSZ4EVQ/H__R_Property_LLC__miebke-20-52081__0003.0.pdf?mcid=tGE4TAMA A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/AQOVNBA/H__R_Property_LLC__miebke-20-52081__0001.0.pdf?mcid=tGE4TAMA H & S TOWING: Dec. 15 Plan Confirmation Hearing Set --------------------------------------------------- On February 21, 2020, debtor H & S Towing Service, Inc. filed with the U.S. Bankruptcy Court for the Middle District of Pennsylvania a disclosure statement referring to a plan. On Oct. 27, 2020, Judge Henry W. Van Eck approved the disclosure statement and established the following dates and deadlines: * Dec. 1, 2020, is fixed as the last day for submitting written acceptances or rejections of the plan. * Dec. 1, 2020, is fixed as the last day for filing and serving written objections to confirmation of the plan. * Dec. 8, 2020, is fixed as the last day for filing with the Court a tabulation of ballots accepting or rejecting the plan. * Dec. 15, 2020, at 9:30 am in the United States Bankruptcy Court, The Ronald Reagan Federal Building, Bankruptcy Courtroom, Third Floor, Third and Walnut Streets, Harrisburg, PA 17101, is fixed for the hearing on confirmation of the plan. About H & S Towing Service H & S Towing Service, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 19-01801) on April 27, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $1 million and liabilities of less than $1 million. The case is assigned to Judge Henry W. Van Eck. The Law Office of Lawrence G. Frank is the Debtor's counsel. HENRY FORD VILLAGE: Sets Bidding Procedures for All Assets ---------------------------------------------------------- Henry Ford Village, Inc., asks the U.S. Bankruptcy Court for the Eastern District of Michigan to authorize the bidding procedures in connection with the auction sale of substantially all assets. The Debtor believes that it has sufficient cash collateral to continue operations during a potential sale process over the next 13 weeks, but requires additional liquidity to complete a full sale process and has approached the Bond Trustee with respect to advancing additional liquidity sufficient to meet the Bid Procedures timeline outlined herein. Unfortunately, the Debtor did not have sufficient time to conduct a prepetition sale and marketing process to select a stalking horse bidder and then market the stalking horse bid pursuant to court-approved bid procedures. Accordingly, they propose to run a marketing process in the Chapter 11 Case to find a strategic or financial acquirer or sponsor. On Nov. 9, 2020, the Debtor filed an application to employ and retain RBC Capital Markets, LLC ("RBC") as its investment banker, in order to, among other things, assist it in marketing and sale process for its Assets. By the Motion, the Debtor asks entry of the Bid Procedures Order: (a) authorizing and approving the Bid Procedures in connection with the Sale of Assets; (b) authorizing it to grant the Bid Protections to a Stalking Horse Bidder and expense reimbursements to one or more Potential Purchasers as well as the Stalking Horse Bidder; (c) approving the form and manner of the Sale Notice; (d) scheduling the Auction and Sale Hearing; (e) approving the Assumption Procedures for the Contracts in connection with the Sale; and (f) granting related relief. The Debtor and its professionals will market the Assets prior to the Auction in the manner set forth in the Bid Procedures Order. All Diligence Material requests must be directed to RBC. During the marketing process, the Debtor reserves the right, subject to the terms of the Bid Procedures, to enter into a stalking horse agreement with a bidder if it believes that such an agreement will further the purposes of the Auction by, among other things, attracting value-maximizing bids. The Debtor will make a determination regarding whether to enter into a Stalking Horse Agreement by March 26, 2021. The Debtorasks that the Court approves the following timeline which may be subject to further revision pursuant to the terms of the Bid Procedures: (a) Jan. 25, 2021: Deadline to submit a letter of interest (b) March 26, 2021: Not later than such date, the Debtor, with the consent of the Bond Trustee and after consulting with the Committee, may select a potential purchaser's Bid to be designated as the stalking horse bid, which, subject to the terms of the Bid Procedures Order, may be entitled to the Stalking Horse Bid Protections. The Debtor reserves the right, with the consent of the Bond Trustee and after consultation with the Committee, to provide expense reimbursement to potential purchasers, inclusive of any Stalking Horse Bidder, in an aggregate amount not to exceed $400,000. (c) Within Two Business Day after Designation of Stalking Horse Bid, if any: Deadline for the Debtor to file and serve the Notice of Stalking Horse, if any, to All Parties in Interest. (d) Deadline to file objections to the Cure and Possible Assumption and Assignment Notice: 14 days from notice of cure amounts. (e) April 30, 2021: Bid Deadline (f) May 4, 2021: Auction date (g) Within Two Business Days after Conclusion of Auction: Deadline for the Debtor to file a notice regarding the results of the Auction, including the selection of the Successful Bidder and the Backup Bidder, and the basic terms of their respective agreements. (h) May 21, 2021 at 4:00 p.m. (ET): Deadline to serve objections to the Sale (i) May 24, 2021 at 10:00 a.m. (ET): Sale Hearing To optimally and expeditiously solicit, receive, and evaluate bids in a fair and accessible manner, the Debtor has developed and proposed the Bid Procedures. The Bid Procedures were designed to permit an expedited sale process, to promote participation and active bidding, and to ensure that the Debtor receives the highest or otherwise best offer for the Assets. The salient terms of the Bidding Procedures are: a. Initial Bid: Each initial Bid must be in an amount that exceeds by $250,000 a combination of (a) the purchase price agreed to by the Stalking Horse Bidder; plus (b) the Stalking Horse Bid Protections. b. Deposit: 10% of the Bidder's proposed cash purchase price to an interest bearing escrow account to be identified and established by or on behalf of the Debtor d. Auction: The Auction, if necessary, will take place virtually on May 4, 2021. Unless otherwise agreed to by the Debtor, only Qualified Bidders, members of the Committee, the Bond Trustee, representatives of holders of the Bonds, and each of their respective legal or financial professionals are eligible to attend or participate at the Auction. e. Bid Increments: The Debtor, in consultation with the Consultation Parties, will determine the increments of any Overbid after the Auction Baseline Bid. f. Bid Protection: With the consent of the Bond Trustee, the Debtor may provide a break-up fee of up to 3% of the cash purchase price and an expense reimbursement which combined with the Expense Reimbursement for other Preliminary Potential Purchasers will not exceed the Aggregate Expense Reimbursement Cap, payable from the proceeds of a closing of a Sale with an alternative purchaser in accordance with these Bid Procedures. g. The Bond Trustee reserves its right to submit a credit bid for the Assets and is a Qualified Bidder, enabling it to participate at the Auction. The Sale will be free and clear of all Claims and Interests, with any such Claims and Interests attaching to the net sale proceeds of the Assets. To facilitate and effectuate the sale of the Assets, the Debtor is asking authority to assign the Assigned Contracts to the Successful Bidder to the extent required by such Successful Bidder. After entry of the Bidding Procedures Order, the Debtor will file with the Court and serve the Cure and Possible Assumption and Assignment Notice. The Cure Objection Deadline is within 14 days of such notice, which Cure Objection must be served on the Notice Parties. After the conclusion of the Auction, the Debtor will file with the Court and serve on the Non-Resident Contract Counterparties the Assumption Notice. The Notice of Successful Bidder and Backup Bidder will provide detail regarding the treatment of the Resident Contracts with respect to the Successful Bidder and Backup Bidder. A copy of the Bidding Procedures is available at https://tinyurl.com/yxmjjkpf from PacerMonitor.com free of charge. About Henry Ford Village Henry Ford Village, Inc. is a non-profit, non-stock corporation established to operate a continuing care retirement community located at 15101 Ford Road, Dearborn, Mich. It provides senior living services comprised of 853 independent living units, 96 assisted living unites and 89 skilled nursing beds. Henry Ford Village sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 20-51066) on Oct. 28, 2020. In the petition signed by CRO Chad Shandler, Henry Ford Village was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Mark A. Randon is the case judge. The Debtor has tapped Dykema Gossett PLLC as its legal counsel and FTI Consulting, Inc., as its financial advisor. Kurzman Carson Consultants, LLC is the claims agent. HERALD HOTEL: Seeks to Hire Kane Kessler as Special Labor Counsel ----------------------------------------------------------------- Herald Hotel Associates, L.P. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Kane Kessler, P.C. as its special labor counsel. Herald Hotel requires the firm to: a. attempt to negotiate modifications to the current collective bargaining agreement with the Debtor's labor union, the New York Hotel & Motel Trades Council; b. attempt to negotiate with the Union severance payments required by the Debtor's collective bargaining agreement triggered as a result of the Covid-19 pandemic; and c. assist with Debtor's efforts to reject its collective bargaining agreement with the Union pursuant to section 1113 of the Bankruptcy Code. The firm intends to apply to the court for allowance of compensation and reimbursement of expenses in accordance with Sections 330 and 331 of the Bankruptcy Code. David R. Rothfeld, Esq., a partner at Kane Kessler, disclosed in court filings that the firm does not hold or represent any interest adverse to the Debtor's estate, and is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David R. Rothfeld, Esq. KANE KESSLER, P.C. 666 Third Avenue New York, NY 10017-4041 Telephone: (212) 519-5154 Facsimile: (212) 245-3009 E-mail: drothfeld@kanekessler.com About Herald Hotel Associates Herald Hotel Associates, L.P. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 20-12266) on Sept. 22, 2020. Judge Shelley C. Chapman oversees the case. Tarter Krinsky & Drogin LLP serves as the Debtor's bankruptcy counsel. HERTZ CORP: Selling All Donlen Entities' Assets for Approx. $900M ----------------------------------------------------------------- The Hertz Corp. and its affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize the bidding procedures in connection with the sale of substantially all of the assets of Donlen Corp. and its Debtor subsidiaries to Freedom Acquirer, LLC for $825 million, plus closing adjustments based on a working capital, fleet equity and assumed indebtedness, subject to overbid. Donlen Corp. is a wholly-owned subsidiary of Debtor The Hertz Corp. ("THC"). It operates a full-service vehicle leasing and fleet management solutions business in the United States and Canada. Prior to the Petition Date, the vehicles leased to Donlen Corp.’s customers were either financed through an asset-backed securitization facility ("HFLF Securitization Facility") issued by non-Debtor affiliate Hertz Fleet Lease Funding LP or one of several separate syndicated facilities with certain lenders. Thereafter, Donlen Corp. serviced the leases associated with those vehicles and earned a servicing fee on account of that service from the Prepetition Donlen ABS Facilities. As a result of the Debtors’ chapter 11 filings, one or more amortization events have occurred under the HFLF Securitization Facility and, as a result, collections from lease payments and vehicle dispositions that collateralize the HFLF Securitization Facility are required to be applied exclusively to repay the HFLF Securitization Facility and additional loan proceeds cannot be drawn from the HFLF Securitization Facility. Donlen Corp. no longer has access to the HFLF Securitization Facility to finance its purchase of vehicles for its customers in the ordinary course of its business. On Oct. 12, 2020, the Court authorized Donlen Corp. to enter into certain securitization documents with respect to a new asset-backed securitization facility of up to $400 million ("Postpetition Donlen ABS Facility") issued by a newly formed non-Debtor bankruptcy remote subsidiary Donlen Fleet Lease Funding LP ("DFLF"). Since receiving that authorization, Donlen Corp. has utilized the Postpetition Donlen ABS Facility to continue to provide its clients with a modern and customized fleet and collected the revenue generated from the corresponding fleet management and servicing fees associated with those vehicles. Since the commencement of these Chapter 11 Cases, the Debtors have implemented a series of transactions aimed at stabilizing their businesses, improving their overall liquidity, improving the efficiency of their operations, and ensuring that the company will be able to maintain a competitive fleet throughout the chapter 11 process. The proposed sale of Donlen Corp. is the next step in the process. Shortly after the commencement of the Chapter 11 Cases, the Debtors undertook an analysis of how to maximize the value of Donlen Corp., which functions as a largely stand-alone business within the Hertz enterprise. It was determined that it may be possible to sell Donlen Corp. at a price that reflected a higher value than would be realized from continuing to own the business. To test that thesis, the Debtors quietly initiated a thoughtful process in September to get indications of value for Donlen Corp. If an attractive price was obtained, they would then go to Court for permission to launch a second marketing phase to see if the broader market would provide a higher price. On Sept. 3, 2020, the Debtors, with the assistance of their investment banker, Moelis & Company, LLC, launched a marketing process for the sale of the Donlen Assets. They received, through Moelis, seven indications of interest, six written and one verbal, for the purchase of the Donlen Assets. Ultimately, the Debtors determined that the Stalking Horse Bidder had submitted the highest and best offer and proceeded to negotiate and enter into the Stalking Horse APA. The Stalking Horse SAPA is subject to overbid pursuant to the Bidding Procedures and this Court’s approval in all respects. The Motion asks to approve the second phase of that competitive sale process for Donlen Corp. that is designed to maximize the value of the Debtors' estates and facilitate their successful emergence from chapter 11. The stalking horse bid only sets a floor. While the Debtors secured the stalking horse bid through a competitive process that involved 14 potential purchasers, the proposed Bid Procedures provide for a further opportunity to market the Donlen Assets through a competitive auction process that will allow the Debtors to identify any higher and better offers that might exist. The Debtors intend to use the cash proceeds from the sale of the Donlen Assets to significantly pay down their prepetition secured debt, thus deleveraging their balance sheet and providing additional flexibility for the upcoming plan process in these Chapter 11 Cases. Because the stalking horse bid locks in a purchase price that represents full value for the Donlen Assets and allows the Debtors to test the market and see if they can secure an even better deal, the proposed transaction clearly serves the best interests of the Debtors' estates and their stakeholders. The Motion should be granted. The Debtors anticipate that the cash proceeds resulting from the Stalking Horse Bidder's bid will be approximately $875 to $900 million, calculated as $825 million, plus closing adjustments based on a working capital, fleet equity and assumed indebtedness. Although the ultimate impact of the purchase price adjustments is uncertain, the Debtors estimate that the adjustments will increase the purchase price at closing by an amount of between $50 million and $75 million. During the pendency of the Motion, the Debtors will continue with their marketing efforts to ensure that the sale process leads to the highest and best possible offer and is closed. As the Court is aware, as of the Petition Date, THC owed approximately $1.3 billion of first lien secured debt and approximately $350 million of second lien secured debt. The administrative agents with respect to those secured facilities ("Prepetition Agents") and the Ad Hoc Group of First Lien Term Loan Lenders have asserted a perfected security interest in substantially all of the Debtors' assets, including the equity of Donlen Corp. and certain of its assets. Additionally, on Oct. 27, 2020, the Court authorized the Debtors to enter into a $1.65 billion senior secured superpriority new money debtor-in-possession financing facility. The DIP Facility is secured by liens on and security interests in substantially all assets and property of the Debtors. Under the DIP Facility, the Debtors agreed to repay the Prepetition First Lien Secured Debt and the DIP Facility upon a sale of substantially all of the assets of Donlen Corp. Accordingly, upon the consummation of a Sale Transaction, the Debtors anticipate they will repay a significant portion of their secured debt. That debt paydown will reduce the Debtors’ ongoing interest expense, significantly delever their balance sheet, and create flexibility with respect to the treatment of claims under a plan of reorganization. The salient terms of the Stalking Horse APA are: a. Purchase Price: The Purchase Price consists of: 1. $850 million plus (a) (i) the difference between the closing Working Capital and the Target Working Capital of $70.266 million (which may be a negative number), plus (ii) the difference between the closing Fleet Equity and the Target Fleet Equity of $165 million (which may be a negative number), minus (iii) the Assumed Indebtedness Amount, minus (b) the ABS Refinancing Adjustment Amount (equal to $25 million); 2. payment of 20% of all Cure Payments payable by the Buyer, subject to a $2 million cap; 3. assumption of the Assumed Liabilities; and 4. the payment of the amount payable under the Intercompany Loan Agreement between The Hertz Corporation and the Seller. b. Purchased Assets: The Purchased Assets include all of the assets of the Debtor Selling Entities to the extent primarily used in, primarily held for use in or primarily related to the Business, including the equity interests in the non-debtor Acquired Subsidiaries. c. Bid Protections and Overbid Protections: The Stalking Horse APA provides for the payment of a Termination Fee, a Buyer Expense Payment Amount, an Option Fee, and a Catch-Up Fee in certain circumstances. d. Private Sale/No Competitive Bidding: An auction is contemplated to be conducted for no longer than 85 days from the date of the Stalking Horse APA. e. Closing and Other Deadlines: May 25, 2021. f. Good Faith Deposit: $82.5 million of the Purchase Price g. Tax Exemption: The Selling Entities and the Buyer will use their commercially reasonable efforts and cooperate in good faith to reduce or exempt the sale and transfer of the Purchased Assets from any such Transfer Taxes, including a request (as part of the Sale Order) that the Selling Entities' sale of the Purchased Assets be exempted from Transfer Taxes. The Donlen Debtors have agreed to pay the Stalking Horse Bidder the Buyer Expense Payment Amount in an amount not to exceed $15 million and the Termination Fee in the amount of $24.74 million (less the amount by which any Buyer Expense Payment Amount paid or due to be paid contemporaneously with the Termination Fee, exceeds $7.5 million) in certain circumstances. The combined Termination Fee and Buyer Expense Payment Amount cannot exceed a total of $32.25 million. Hertz has also negotiated for the right to terminate the Stalking Horse APA at any point and for any reason, upon delivery of written notice, prior to the entrance of the Sale Order. In the event of such a termination, the Selling Entities will pay the Buyer Expense Payment Amount owed pursuant to the Stalking Horse APA and a one-time fee of $15 million (less the amount by which any Buyer Expense Amount paid or due to be paid contemporaneously with the Option Fee exceeds $10 million) no later than five days following such termination. The combined Option Fee and Buyer Expense Payment Amount cannot exceed a total of $25 million. In the event the Debtors terminate the Stalking Horse APA pursuant to Section 9.1(c)(iv) of the Stalking Horse APA and enter into an agreement with respect to an Alternative Transaction within three months following such termination, then the Donlen Debtors will pay to the Stalking Horse Bidder a fee equal to the difference between (x) of the Termination Fee plus the Buyer Expense Payment Amount less (y) the Option Fee plus the Buyer Expense Payment Amount. The Donlen Debtors have agreed that their obligation to pay the Buyer Expense Payment Amount, the Termination Fee, the Option Fee and/or the Catch-Up Fee pursuant to the Stalking Horse SAPA shall, upon entry of the Bidding Procedures Order, constitute an administrative expense of the Donlen Debtors with priority over any and all administrative expenses of the kind specified, and senior to all other superpriority administrative expenses in the cases of the Donlen Debtors. The Debtors and the Stalking Horse Bidder have also negotiated a proposed form of Sale Order approving the proposed Sale pursuant to the Stalking Horse APA. The Sale Order provides for, among other things (1) a sale of the Donlen Assets free and clear of all Interests, (2) the assumption and assignment of certain executory contracts and unexpired leases, (3) the consummation of the Sale Transaction; and (4) the granting of related relief. The Stalking Horse Sale Order will serve as the form for the submission of Competing Bids. The salient terms of the Bidding Procedures are: a. Bid Deadline: Feb. 10, 2021 at 4:00 p.m. (ET) b. Initial Bid: A Bid must propose a purchase price, including any assumption of liabilities and any earnout or similar provisions, that in Hertz' reasonable business judgment has a value greater than the sum of (i) the Purchase Price plus (ii) $32.25 million on account of the maximum combined Termination Fee and Buyer Expense Payment Amount payable under the Stalking Horse APA plus (iii) the Assumed Liabilities (as defined in the Stalking Horse APA) plus (iv) $5 million. c. Deposit: 10% of the purchase price contained in the Modified APA d. Auction: The Auction, if any, will take place by Feb. 12, 2021 at 10:30 a.m. (ET) in a virtual room hosted by the Debtors' counsel, or such other place and time as the Debtors will notify all Qualified Bidders, including the Stalking Horse Bidder and its counsel, and the Consultation Parties. e. Bid Increments: $5 million f. Sale Hearing: Feb. 17, 2021 at 10:30 a.m. (ET) g. Sale Objection Deadline: Feb. 10, 2021 at 4:00 p.m. (ET) h. Closing: May 25, 2021 By no later than three Business Days following the entrance of the Bidding Procedures Order, the Debtors will file with the Court the Assumption and Assignment Notice, and serve the Assumption and Assignment Notice on the Contract Notice Parties. The Cure Objection Deadline is 14 calendar days following the service of the Assumption and Assignment Notice. The Debtors will assume only those contracts or leases that will be assigned as part of the Sale Transaction. Within three Business Days after the entry of the Bidding Procedures Order, or as soon thereafter as practicable, the Debtors (or their agents) will serve the Stalking Horse SAPA, the Bidding Procedures Order and the Bidding Procedures upon the parties-in-interest. Finally, to implement the foregoing successfully, and given the nature of the relief requested herein, the Debtors respectfully ask a finding that the 14-day stay under Bankruptcy Rule 6004(h) and 6006(d) is waived. A hearing on the Motion is set for Dec. 16, 2020 at 10:30 a.m. (ET). The Objection Deadline is Dec. 9, 2020 at 4:00 p.m. (ET). The Purchaser: FREEDOM ACQUIRER, LLC c/o Apollo Insurance Solutions Group LP 2121 Rosecrans Ave., Suite 5300 El Segundo, CA 90245 Attn: Legal Department E-mail: ISG-Legal@apollo.com The Purchaser is represented by: Adam K. Weinstein, Esq. Daniel L. Serota, Esq. SIDLEY AUSTIN LLP 787 Seventh Avenue New York, NY 10019 E-mail: aweinstein@sidley.com dserota@sidley.com A copy of the Agreement is available at https://tinyurl.com/y55mzkg2 from PacerMonitor.com free of charge. 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. They also operate 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 for the District of Delaware (Bankr. D. Del. Case No. 20-11218). Judge Mary F. Walrath oversees the cases. The Debtors have tapped White & Case LLP as their bankruptcy counsel, Richards, Layton & Finger, P.A. as local counsel, Moelis & Co. as investment banker, and FTI Consulting as financial advisor. The Debtors also retained the services of Boston Consulting Group to assist the Debtors in the development of their business plan. Prime Clerk LLC is the claims agent. The U.S. Trustee for Regions 3 and 9 appointed a Committee to represent unsecured creditors in Debtors' Chapter 11 cases. The Committee has tapped Kramer Levin Naftalis & Frankel LLP as its bankruptcy counsel, Benesch Friedlander Coplan & Aronoff LLP as Delaware counsel, UBS Securities LLC as investment banker, and Berkeley Research Group, LLC as financial advisor. Ernst & Young LLP provides audit and tax services to the Committee. HUSCH & HUSCH: LeNeave Buying Wapato Property for $200K Cash ------------------------------------------------------------ Husch & Husch Inc., asks the U.S. Bankruptcy Court for the Eastern District of Washington to authorize the sale of (i) two rental houses situate on one parcel commonly known as 40 Martin Lane, Wapato, Washington and legally described on Exhibit 1, and (ii) approximately two acres of unimproved real estate adjacent to Rental Houses and legally described on Exhibit 2, to Mr. Pat LeNeave for the total sum of $200,000 cash at closing. The Debtor proposes that upon sale, the net proceeds of sale will be disbursed, to the extent sufficient, as follows: a. First, any real estate tax due Yakima County Assessor related to the property being sold. b. Second, Heritage Bank to the extent not provided to be paid from the refinance loan pending through Kennedy Funding Financial, LLC. c. Third, administrative claims of Debtor’s accountants, business advisers, and attorneys. d. Fourth, balance to the Debtor. The Debtor asks the Court for an order shortening the objection period to its Motion to a period equal to 15 days from date of mailing notice. A copy of the Exhibits is available at https://tinyurl.com/yy3tqz29 from PacerMonitor.com free of charge. About Husch & Husch Husch & Husch, Inc. -- http://www.huschandhusch.com/-- is a family-owned and operated agricultural chemical and fertilizer company located in Harrah, Washington. It provides conventional and organic fertilizers, micronutrient technology, and chemicals to help make a lawn, garden, agronomic crops, and fruit trees grow to their full potential. Husch & Husch was founded in 1937 by Pete Husch. Husch & Husch filed a Chapter 11 petition (Bankr. E.D. Wash. Case No. 20-00465) on March 4, 2020. In the petition signed by CFO Allen Husch, the Debtor disclosed $12,284,732 in assets and $5,966,019 in liabilities. Dan O'Rourke, Esq., at Southwell & O'Rourke, P.S., is the Debtor's bankruptcy counsel. IDEANOMICS INC: Regains Compliance With Nasdaq Bid Price -------------------------------------------------------- Ideanomics, Inc. received a letter from the Listing Qualifications Staff of The NASDAQ Stock Market LLC on Dec. 3, 2020, indicating that the Company has regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). About Ideanomics Headquartered in New York, NY, with offices in Beijing and Qingdao, China, Ideanomics is a global company focused on facilitating the adoption of commercial electric vehicles and developing next generation financial services and Fintech products. Its electric vehicle division, Mobile Energy Global (MEG) provides group purchasing discounts on commercial electric vehicles, EV batteries and electricity as well as financing and charging solutions. Ideanomics Capital includes DBOT ATS and Intelligenta which provide innovative financial services solutions powered by AI and blockchain. MEG and Ideanomics Capital provide its global customers and partners with better efficiencies and technologies and greater access to global markets. Ideanomics reported a net loss of $96.83 million for the year ended Dec. 31, 2019, compared to a net loss of $28.42 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $138.46 million in total assets, $49.33 million in total liabilities, $1.26 million in convertible redeemable preferred stock, $7.37 million in redeemable non-controlling interest, and $80.50 million in total equity. B F Borgers CPA PC, in Lakewood, Colorado, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 16, 2020, citing that the Company incurred recurring losses from operations, has net current liabilities and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. ISRAEL BAPTIST: Dec. 15 Disclosure Statement Hearing Set -------------------------------------------------------- On Oct. 21, 2020, debtor Israel Baptist Church of Baltimore City filed with the U.S. Bankruptcy Court for the District of Maryland, at Baltimore, a Disclosure Statement and a Plan. On Oct. 23, 2020, Judge David E. Rice ordered that: * Dec. 15, 2020 at 11:30 AM by video conference is the hearing to consider the approval of the Disclosure Statement. * Nov. 27, 2020, is fixed as the last day for filing and serving in accordance with Federal Bankruptcy Rule 3017(a) written objections to the Disclosure Statement. A full-text copy of the order dated October 23, 2020, is available at https://tinyurl.com/y6yekq5x from PacerMonitor at no charge. About Israel Baptist Church of Baltimore City Israel Baptist Church of Baltimore City --http://israelbaptist.org/ -- is a tax-exempt religious organization. The Church was founded and organized in 1891. Israel Baptist Church of Baltimore City filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 20-13857) on March 26, 2020. In the petition signed by Ernest Ford, chair, Board of Trustees, the Debtor estimated $1 million to $10 million in both assets and liabilities. Alan M. Grochal, Esq., at Tydings & Rosenberg LLP, represents the Debtor. ISRAEL BAPTIST: Plan to Pay Unsecureds in Full in 6 Months ---------------------------------------------------------- Israel Baptist Church of Baltimore City submitted a Plan and a Disclosure Statement As of Sept. 30, 2020, the assets of the Debtor were as follows: (1) Cash in the Debtor in Possession Bank Accounts in the amount of $355,555 (2) Funds in investment accounts with Merrill Lynch in the amount of $1,058,282; (3) Real Estate with an estimated value of $6,700,000; (4) Note, interest and loan receivables in the aggregate amount of $2,015,887; (5) Office furniture in the amount of $287,629; (6) Office equipment including computer equipment, communication systems equipment and software musical equipment in the amount of $141,156; (7) Interests in insurance policies in the amount of $250,949; and (8) Collectibles in the estimated amount of $428,785. Under the Plan, Class 4 Allowed Secured Claim of ECCU is impaired. The Debtor shall pay the Class 4 Claim in this manner: (a) ECCU shall receive three payments of $25,000 each starting on the first business day of each month, subject to a 10-day grace period, during the first three months following the Effective Date of the Plan; (b) ECCU shall receive 20 payments in the amount of $37,266 each per month on the first business day of each month, subject to a 10-day grace period, beginning on the fourth month to and including the 23rd month following the Effective Date of the Plan; and (c) ECCU will receive a single payment in the amount of the remaining unpaid balance of the loan on the first business day of the 24th month following the Effective Date of the Plan, subject to a 10-day grace period. Class 6 llowed Secured Claims asserted by Baltimore City are impaired. Baltimore City filed five separate proofs of claim on the last day for governmental units to file claims. Consequently, the Debtor has not had an opportunity to fully investigate these claims. Therefore, these claims are disputed until the Debtor's investigation is complete. Class 7 general unsecured claims are impaired. All allowed Class 7 claims shall be paid in cash, in full within six months after the Effective Date. The funds necessary to implement the Plan shall be generated primarily from the Debtor's cash on hand and future cash flow. A full-text copy of the Disclosure Statement dated October 21, 2020, is available at https://tinyurl.com/y5p5cbyd from PacerMonitor.com at no charge. Attorneys for the Debtor: Alan M. Grochal, Bar No. 01447 Tydings & Rosenberg LLP 1 East Pratt Street, Suite 901 Baltimore, Maryland 21202 About Israel Baptist Church of Baltimore City Israel Baptist Church of Baltimore City -- http://israelbaptist.org/-- is a tax-exempt religious organization. The Church was founded and organized in 1891. Israel Baptist Church of Baltimore City filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 20-13857) on March 26, 2020. In the petition signed by Ernest Ford, chair, Board of Trustees, the Debtor estimated $1 million to $10 million in both assets and liabilities. Alan M. Grochal, Esq., at Tydings & Rosenberg LLP, represents the Debtor. ITT HOLDINGS: S&P Puts 'BB-' ICR on Watch Neg. on RS Ivy Deal ------------------------------------------------------------- S&P Global Ratings updated the CreditWatch placement of its ratings on ITT Holdings LLC (IMTT) to reflect that it will be rated 'BB-' upon close, under the current terms of the transaction. There is no change to the rating. S&P would also expect the senior unsecured debt at IMTT to be rated 'BB-', given the '3' recovery rating. S&P said, "The CreditWatch with negative implications, which we expect to resolve in the first quarter of 2021, reflects the expectation that we will lower the rating to 'BB-' when the transaction closes. "The issuer credit rating on IMTT is likely to be 'BB-' when we resolve the CreditWatch given the proposed structure from its acquirer, RS Ivy. RS Ivy is proposing to issue a $450 million seven-year senior secured term loan to partially finance the transaction. If the transaction closes as contemplated, we would consolidate IMTT's capital structure with RS Ivy's new term loan, and the ratings on both companies would be aligned. According to an analysis on RS Ivy that we published titled "RS Ivy Holdco Inc. Assigned Preliminary 'BB-' Rating; New Debt Preliminarily Rated 'B'," we think RS Ivy would be rated 'BB-' upon close. "The rating on RS Ivy is preliminary until we review the final documentation and is subject to revision if there is a material change from our current expectations." CreditWatch S&P said, "The CreditWatch listing reflects the likelihood that on the close of RS Ivy's purchase of IMTT, our issuer credit rating on IMTT will be in line with that of RS Ivy, which has a preliminary 'BB-' rating based on current assumptions. Therefore, if the parties complete the transaction as contemplated, the rating on IMTT at close will be 'BB-'. We will likely resolve the CreditWatch placement when the transaction closes and we are able to review the final documents, which we assume will happen in the first quarter of 2021." KD BELLE TERRE: MH&JD Buying Laplace Shopping Center for $6.225M ---------------------------------------------------------------- KD Belle Terre, L.L.C., asks the U.S. Bankruptcy Court for the Middle District of Louisiana to authorize the private sale of the immovable property located at 140-164 Belle Terre Boulevard, Laplace, Louisiana to MH&JD Belle Terre Marketplace, LLC for $6.225 million. The Debtor sought bankruptcy protection to stop a sheriff's foreclosure sale commenced by its secured lender, DCR Mortgage 7 Sub 1, LLC. On Dec. 27, 2018, the Debtor executed a promissory note in the principal amount of $5.3 million in favor of DCR Mortgage. The promissory note is secured by a valid first priority mortgage and a valid first priority assignment of rents that were recorded in St. John the Baptist Parish, LA on Jan. 2, 2019. The proceeds of the promissory note were used to purchase the Immovable Property. During 2019 and into 2020, the Debtor attempted refinance is indebtedness to DCR Mortgage or sell the shopping center to a third party. While it did receive interest in selling the Immovable Property, the Debtor was unable to obtain refinancing or close a sale of Belle Terre Plaza before the July 29, 2020 sheriff's sale. The Debtor's shopping center has 21 suites. As of the Petition Date, the Debtor had leased 15 of those suites. It has received considerable interest in leasing its available suites and has been working with DCR Mortgage and the property manager, Latter & Blum. The Debtor's national listing agent and real estate broker, Dowd Commercial Real Estate, Inc., marketed the Immovable Property, both pre- and post-petition. The Debtor received a $5.8 million offer to purchase the Immovable Property from the Purchaser about the time this case was commenced. Through extensive arms'-length negotiations, the Debtor and the Purchaser ultimately agreed to sell the Immovable Property for $6.225 million. Upon information and belief, the Immovable Property is subject to one Lien -- the valid first priority mortgage and assignment of rents in favor of DCR Mortgage. The Debtor is not aware of any other Liens affecting the Immovable Property. DCR Mortgage's Lien is described as follows: a. Multiple Indebtedness Mortgage, Pledge of Leases and Rents and Security Agreement effective Dec. 27, 2018, and recorded on Jan. 2, 2019 as Instrument Number 362912-MO in the official records of St. John the Baptist Parish, State of Louisiana, which Mortgage granted DCR a valid first priority, mortgage, lien, and security interest on the Property and other rights related thereto, including without limitation proceeds, leases, rents, profits, deposits, proceeds, accounts, inventory, equipment, and fixtures, all as is more fully detailed in the Mortgage. b. UCC-1 Financing Statement, recorded on Jan. 2, 2019 as Instrument Number 362913-MO and 48000830556-UC in the official records of St. John the Baptist Parish, State of Louisiana. The Immovable Property is also subject to various easements, servitudes and/or restrictions, including the following: (i) utility lines that presently service the said property; (ii) servitudes and building lines as shown on the Assessor's map recorded in the official records of the Clerk and Recorder for the Parish of St. John the Baptist, State of Louisiana; and (iii) servitudes and building lines as shown on that map recorded at COB 201, Page 613, Instrument No. 102142, in the official records of the Clerk and Recorder for the Parish of St. John the Baptist, State of Louisiana. The Immovable Property is also subject to the following leases: (i) Tenant Unit, (ii) The Cato Corporation - 1800-C, (iii) CC's Cajun Cuisine & Catering, LLC - 150-F, (iv) Church Down L.A. Horseracing Co., LLC - 164, (v) Confie Administrative Services, Inc. - 140-B, (vi) Dragon Garden Zheng, Inc. - 140-E, (vii) F&J Vapes, Inc. - 140-A, (viii) French Riviera Fitness of Laplace, Inc. - 160, (ix) GameStop, Inc. - 150-G, (x) Niet's Inc. - 150-C, (xi) Pizza Hut of America, Inc. 150-B, (xii) PJ's Coffee of Laplace, LLC 1808-B, (xiii) Tent-A-Center East, Inc. - 150-J, (xiv) Sally Beauty Supply, LLC - 1800-B, (xv) Southpoint Holdings, LLC - 150-C, (xvi) World Finance Corporation of Louisiana - 140-C, and (xvii) Shane and Sons Contracting/Remodeling - LLC 150-D. Upon information and belief, the Mortgage and UCC of DCR Mortgage, the Easements and the Leases represent all of the Liens and Claims against the Immovable Property. The Debtor does not intend to sell the Immovable Property free and clear of the Easements and Leases. The present sale would be free and clear of the Mortgage and UCC of DCR Mortgage, with ONLY the Mortgage and UCC attaching to $5.8 million proceeds of the sale. The salient terms of the proposed sale are: a. Assets to be Purchased: The Immovable Property, which is the Debtor's shopping center. The proposed sale does not include any movable (personal) property. b. Seller: KD Belle Terre, L.L.C. c. Purchaser: MH&JD Belle Terre Marketplace, LLC d. Excluded Assets: None e. Purchase Price: $6,225 million in cash f. Break-up Fee: None. However, the Purchaser has provided a deposit of $100,000. g. Asset Purchase Agreement: Subject to Court approval, the Debtor and the Purchaser have entered into a purchase agreement. h. Title, Closing and Escrow Agent" Quality Title Services, LLC To satisfy the liens and security interests described, the Debtor proposes distributing the proceeds of the sale as follows: A. First, to DCR Mortgage in satisfaction of its Mortgage and UCC in the amount of $5.8 million; B. Second, for the costs of closing, including prorated real estate taxes, cancellation charges, recordation charges and other closing costs attributable to the Debtor's estate, if any; and C. Third, to the Debtor's estate to pay, among other amounts, U.S. Trustee fees, brokers' commissions, attorney's fees, and general unsecured creditors in accordance with the absolute priority rule and subject to further Court order. As time is of the essence to the proposed sale, the Debtor asks that the Court waives the 14-day stay of any final order granting the Motion and order that the final relief sought may be immediately available upon the entry of an order approving the proposed sale. The Purchaser is highly motivated and desires to close the sale by the end of the year. The purchase agreement was executed on Oct. 23, 2020. It contains a 40-day due diligence period which ends on Dec. 2, 2020. The purchase agreement also contains a 20-day closing period which ends on Dec. 22, 2020. The Debtor lastly asks that the professional services of Latter & Blum, as keeper and/or property manager of Belle Terre Plaza be terminated on the closing date of the sale because its services would no longer be necessary since the Immovable Property would be owed by Purchaser on and after the closing date. A copy of the Agreement is available at https://tinyurl.com/y54rvglg from PacerMonitor.com free of charge. The Purchaser: MH&JD BELLE TERRE, LLC Attn: Nick Kabani 10235 Grape Creek Grove Ln Cypress, TX 77433 The Purchaser is represented by: Brian R. Johnson, Esq. BALDWIN HASPEL BURKE & MAYER 1100 Poydras Street, Suite 3600 New Orleans, LA 70163 E-mail: bjohnson@bhbmlaw.com About KD Belle Terre, L.L.C. KD Belle Terre LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)), whose principal assets are located at 150 Belle Terre Boulevard, La Place, La. KD Belle Terre filed a Chapter 11 petition (Bankr. M.D. La. Case No. 20-10537) on July 29, 2020. In the petition signed by Michael D. Kimble, manager, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Sternberg, Naccari & White, LLC serves as the Debtor's bankruptcy counsel. KEYSTONE AUTOMATION: Dec. 9 Disclosure Statement Hearing Set ------------------------------------------------------------ On Oct. 22, 2020, Mark J. Conway filed with the U.S. Bankruptcy Court for the Middle District of Pennsylvania a Disclosure Statement and Plan for Debtor Keystone Automation, Inc. On October 23, 2020, Judge Robert N. Opel, II has ordered that: * Dec. 9, 2020 at 09:30 AM at Max Rosenn US Courthouse, Courtroom 2, 197 South Main Street, Wilkes−Barre, PA 18701 is the hearing to consider approval of the disclosure statement. * Nov. 27, 2020 is fixed as the last day for filing and serving in accordance with Federal Rules of Bankruptcy Procedure 3017(a) written objections to the disclosure statement. Counsel for the Debtor: Mark J. Conway Law Offices of Mark J Conway PC 502 South Blakely Street Dunmore, PA 18512 About Keystone Automation Keystone Automation, Inc. --http://www.keystoneautomation.net/-- is a privately-held company that focuses on turnkey machinery design and fabrication. Its services include electrical programming, machining, sheet metal welding, embedded systems design for factory automation, electrical panel fabrication, machinery assembly and rebuilding, and electronics design services. Keystone Automation was founded in 1999 by Mike Duffy and operates out of a 21,000-square-foot engineering and production facility in Duryea, Pennsylvania. Keystone Automation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 18-02000) on May 12, 2018. In the petition signed by Michael Duffy, president, the Debtor disclosed $1.82 million in assets and $1.51 million in liabilities. KIMBLE DEVELOPMENT: Seeking to Sell Properties in Chapter 11 ------------------------------------------------------------ Kimble Development, a local real estate developer with more than two dozen commercial sites across Louisiana in its portfolio, is now looking to sell some of those properties after it filed for Chapter 11 bankruptcy protection in September. More than a dozen properties, including several in Baton Rouge, are also in receivership after the company defaulted on its mortgage, which means those sites may also be sold. Kimble Development's mortgage dating back to 2014 was due in late 2019. The company owes at least $27 million to U.S. Bank when default interest is included. It was not immediately clear how significantly the coronavirus pandemic impacted its tenants. Some retailers were among nonessential businesses mandated to shut down in March during the stay-at-home order. Chapter 11 bankruptcy refers to when a company seeks to emerge from the bankruptcy after reorganization. As of late October, the company had about $14,800 in cash in the bank, according to bankruptcy records. Kimble Development, which was founded in 2004, owns Legends Square, a retail plaza anchored by a grocery store near Grambling State University. That property filed for Chapter 11 bankruptcy in July which was converted to Chapter 7 which refers to liquidation of assets in late September 2020, records show. In an effort to begin liquidating assets to repay some of its creditors, Kimble Development hired both The Dowd Companies and Latter & Blum to sell Buddy's Center. It's an 18,770 square foot shopping plaza on Airline Highway north of Evangeline Street, for $1.6 million. The Plaza is anchored by Buddy's Home Furnishings, a rent-to-own business, with other tenants such as Cricket Wireless and Super Cool Fashions. Likewise, Dowd is looking to sell Redfish Commons, a shopping center near Cabela's in Gonzales, for $3.7 million. The site has tenants such as the Salad Station, Louisiana Casual Living, Top Notch Daiquiris and Bergerons Cajun Meats. The company is also selling Plaquemine Bayou Parke, a strip center with Dollar Tree, Cricket and Pizza Hut in Plaquemine for an undisclosed price. Kimble Development did not respond to comment for this story. About Kimble Development Baton Rouge I Kimble Development Baton Rouge I LLC is a Louisiana limited liability company that owns and operates a shopping center complex located in Baton Rouge. It filed for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. La. Case No. 20-10632) on Sept. 8, 2020. The case is assigned to Judge Douglas D. Dodd. The Debtor is represented by Cherie Dessauer Nobles, Esq., at Heller, Draper, Patrick, Horn & Manthey, L.L.C. LANDSOURCE COMMUNITIES: Lennar Beats FCA Claims at 3rd Circuit -------------------------------------------------------------- Law360 reports that a developer-backed organization is barred under a liability release in LandSource Communities Development LLC's Chapter 11 plan from going after Florida-based home builder Lennar Corp. over claims it swindled the California Public Employees' Retirement System out of nearly $1 billion, the Third Circuit ruled. In a nonprecedential opinion, a panel on Thursday upheld a Delaware federal court ruling that affirmed a bankruptcy court decision prohibiting Citizens Against Corporate Crime LLC and its sole member, developer Nicholas Marsch III of Briarwood Capital LLC, from litigating a suit against Lennar in California federal court. About LandSource Communities LandSource Communities Development LLC, which operates in Arizona, California, Florida, New Jersey, Nevada and Texas, was involved in the planning and development of master planned communities and transforming undeveloped land into ready-to-build home sites and commercial properties. LandSource and 20 of its affiliates filed for Chapter 11 bankruptcy protection before the U.S. Bankruptcy Court for the District of Delaware on June 8, 2008 (Lead Case No. 08-11111). The Debtors were represented by Marcia Goldstein, Esq., at Weil Gotshal & Manges in New York, and Mark D. Collins, Esq., at Richards Layton & Finger in Wilmington, Delaware. Lazard Freres & Co. was the financial advisor, and Kurtzmann Carson Consultants served as notice and claims agent. In August 2009, following confirmation of its Barclays-backed Chapter 11 reorganization plan, LandSource Communities Development LLC emerged from Chapter 11 reorganization as Newhall Land Development LLC. LIGHTHOUSE RESOURCES: Files for Chapter 11 Reorganization --------------------------------------------------------- FOR IMMEDIATE RELEASECOVID-19 MARKET CONDITIONS IMPACT OPERATIONSLIGHTHOUSE RESOURCES INC.REDUCES WORKFORCE IN MONTANA ANDINITIATES CHAPTER 11 PROCESSSouth Jordan, UT–December 3, 2020 -Lighthouse Resources Inc. (“Lighthouse” or the “Company”) today announcedthat it has reduced its workforceat the Decker mine in Montana and that Lighthouse andsubstantially allof its direct and indirect subsidiaries have filed voluntarypetitions for a court-supervised restructuring process under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware(“the Court”).Everett King, Lighthouse’s Chief Executive Officer, said, “In light of the challenging market conditions and other impacts on our business from COVID-19, we have been required toreduce costsand reorganize our businessresulting in the reduction of ourworkforcein Montana. We are deeply saddened by thisimpact on individuals, families,and communities. Acourt-supervised reorganization process isnecessary forLighthouse and its stakeholdersand we have no alternative.”Upon approval by the Court, cash-on-handand cash generated from the Company’s ongoing operationswill be used to support thebusiness during thecourt-supervised process.Court-supervised operations will continue at reduced levels at Decker. The Chapter 11 Reorganization also includes Millennium Bulk Terminals in Longview, Washington where operations will continue without reduction. Interested parties will have the opportunity to acquire Millennium’s rights under the court supervised process. The company has already received a high level of interest from prospective purchasers. The Company has a joint venture interest in Black Butte Coal Company in Wyoming.Black Butte hasnot filed a Chapter 11 petition and will continue withnormaloperations. Lighthouse will continue serving customers in the ordinary course while securing protections thatwill give ittime to consider options for thebest path forward.The Company has filed a number of customary motions seeking court authorization to support its business operations during the court-supervised process, including the payment of employee wages, salaries and health and disability benefits. The Company expects to receive court approval for these requests shortly. For goods and services provided post-Chapter 11 filing, the Company intends to pay suppliers in full under normal terms. Company Names Chief Restructuring OfficerLighthouse’s Board of Directors has appointed Robert Novakas Chief Restructuring Officer. Mr. Novakis a noted financial restructuring expert and a Managing Director of BDO Consulting, a leading restructuring firm. Mr. Kingstated, “We are fortunate to have the benefit of Rob’s experience and expertise in this crucial role. With resources he brings from BDO, Rob’s involvement will serve the Company and its stakeholders well.”BDOis serving as the Company’s restructuring advisor, and Jackson Kelly PLLCis serving as its restructuring counsel. Additional InformationAdditional information is available on the restructuring page of the Company’s website, www.lighthouseresourcesinc.com/restructuring. Court filings and other information related to the court-supervised proceedings are available at a website administered by the Company’s claims agent, Stretto, at http://cases.stretto.com/lighthouseresources. The Company has also established a Restructuring Hotline at 855-622-9227(USA) and 949-266-6321 (International). About Lighthouse Resources Lighthouse Resources Inc., is an owner and operates two coal mines located in Wyoming and Montana, delivering low sulfur, subbituminous coal to both domestic and export customers. It also owns and operates the Millennium Bulk Terminal in Longview, Washington.The Company is widely recognized for its extraordinary performance in both safety and environmental stewardship.Its flagship project is the development of a trade route for coal from the Rocky Mountain region of the United States to demand centers in Asia. Utah-based Lighthouse Resources and 13 subsidiaries, including Decker Coal Company, filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 20-13056) on Dec. 3, 2020. Lighthouse Resources was estimated to have $100 million to $500 million in assets and liabilities as of the filing. The Debtors tapped JACKSON KELLY PLLC as general bankruptcy counsel and BDO USA LLP as restructuring advisor. POTTER ANDERSON & CORROON LLP is the local bankruptcy counsel. LANG LASALLE AMERICAS, INC. is the marketer and seller of assets related to the dock facility owned by Millennium Bulk Terminals-Longview, LLC. ENERGY VENTURES ANALYSIS is the marketer and seller of Debtors' coal mining assets. STRETTO is the claims agent. LIGHTHOUSE RESOURCES: To Sell Acreage, Port Terminal to Fund Ch. 11 ------------------------------------------------------------------- Leslie A. Pappas of Bloomberg Law reports that bankrupt coal miner Lighthouse Resources Inc. will immediately sell a 6,000-acre property in Wyoming and a 540-acre port terminal facility in Washington state to finance its Chapter 11 reorganization. Lighthouse plans to file the sale motions by next week and expects to secure an initial bid on the port property by Dec. 14, 2020, the company's attorney, Mary E. Naumann of Jackson Kelly PLLC, said at Lighthouse's first bankruptcy hearing Friday, December 4, 2020. Judge John T. Dorsey of the U.S. Bankruptcy Court for the District of Delaware Friday, December 4, 2020, approved the company's first-day motions to pay employees and keep its business running. About Lighthouse Resources Lighthouse Resources Inc., is an owner and operates two coal mines located in Wyoming and Montana, delivering low sulfur, subbituminous coal to both domestic and export customers. It also owns and operates the Millennium Bulk Terminal in Longview, Washington.The Company is widely recognized for its extraordinary performance in both safety and environmental stewardship.Its flagship project is the development of a trade route for coal from the Rocky Mountain region of the United States to demand centers in Asia. Utah-based Lighthouse Resources and 13 subsidiaries, including Decker Coal Company, filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 20-13056) on Dec. 3, 2020. Lighthouse Resources was estimated to have $100 million to $500 million in assets and liabilities as of the filing. The Debtors tapped JACKSON KELLY PLLC as general bankruptcy counsel and BDO USA LLP as restructuring advisor. POTTER ANDERSON & CORROON LLP is the local bankruptcy counsel. LANG LASALLE AMERICAS, INC. is the marketer and seller of assets related to the dock facility owned by Millennium Bulk Terminals-Longview, LLC. ENERGY VENTURES ANALYSIS is the marketer and seller of Debtors' coal mining assets. STRETTO is the claims agent. LIMENOS CORPORATION: Plan of Reorganization Confirmed by Judge -------------------------------------------------------------- Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the District of Puerto Rico has entered an order approving the Disclosure Statement and confirming Plan of Reorganization of debtor Limenos Corporation. The Court has determined after notice and a hearing that the requirements for final approval of the disclosure statement and for confirmation set forth in 11 U.S.C. Sec. 1129(a) have been satisfied. A full-text copy of the order dated November 24, 2020, is available at https://www.pacermonitor.com/view/I25EJQQ/LIMENOS_CORPORATION__prbke-20-02169__0084.0.pdf?mcid=tGE4TAMA The Debtor is represented by: Francisco J Ramos Gonzales, Esq. FRANCISCO J. RAMOS & ASOCIADOS; C.S.P. PO BOX 191903 San Juan, PR 001919-1993 Phone: 787-632-5454 About Limenos Corporation Limenos Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 20-02169) on June 5, 2020, listing under $1 million in both assets and liabilities. Francisco J. Ramos Gonzalez, Esq. at FRANCISCO J RAMOS & ASOCIADOS CSP, represents the Debtor as counsel. LIMENOS CORPORATION: Unsecured Creditors Will Get 20% of Claims --------------------------------------------------------------- Limenos Corporation filed with the U.S. Bankruptcy Court for the District of Puerto Rico a Disclosure Statement for Plan of Reorganization on October 23, 2020. Class 3 is comprised of allowed unsecured claims of less than $1,000 and other claims of class 4 that may elect to be treated under this class. This class will be paid 20% of the allowed amount of each claim, not to exceed $200 each within 90 days of the effective date of the Plan without interest. The expected aggregate payout of this class aggregates $516.19. Adjustments payable to Class 4 based on the recovery of volume of business will also be paid to this class within 30 days of the determination of the adjustment. Class 4 is comprised of unsecured creditors with claims allowed for more than $1,000 except those that elect to be treated under Class 3. Unsecured claims under this Class will be paid 20% of the allowed amount of each claim in 12 quarterly installments, without interest, commencing 90 days after the effective date of the Plan. The aggregate quarterly payments under this class is estimated at $2,400.68. The equity security holders will receive no distribution under the Plan and will not receive dividends during the term of the Plan. The Plan shall be funded by cash on hand at the effective date which includes funds from an SBA Payment Protection Program (PPP) loan, forgiveness of SBA PPP loan, and future earnings of the reorganized Debtor over the next five years from the operation of the restaurant. A full-text copy of the Disclosure Statement dated Oct. 23, 2020, is available at https://tinyurl.com/y4rmvwvl from PacerMonitor.com at no charge. The Debtor is represented by: Francisco J Ramos Gonzales, Esq. FRANCISCO J. RAMOS & ASOCIADOS; C.S.P. PO BOX 191903 San Juan, PR 001919-1993 Phone: 787-632-5454 About Limenos Corporation Limenos Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 20-02169) on June 5, 2020, listing under $1 million in both assets and liabilities. Francisco J. Ramos Gonzalez, Esq. at FRANCISCO J RAMOS & ASOCIADOS CSP, represents the Debtor. MARSHALL BROADCASTING: Wins Dec. 31 Plan Exclusivity Extension -------------------------------------------------------------- At the behest of Marshall Broadcasting Group, Inc., Judge David R. Jones extended the Debtor's exclusivity period to file a Chapter 11 plan of reorganization and solicit acceptances through and including December 31, 2020, and February 28, 2021, respectively. On March 31, 2020, the Debtor commenced an adversary proceeding against Nexstar Broadcasting, Inc., seeking to, among other things, avoid and recover certain transfers for the benefit of the Debtor's estate and disallow Nexstar's claim. The Adversary Proceeding is in the discovery phase. The parties' deadline to produce documents was October 16, 2020, and fact discovery was scheduled to close November 20, 2020. Pretrial briefs are due on January 29, 2021, with the trial to commence shortly thereafter. If Debtor prevails on its claims against Nexstar, funds will be available for distribution to the Debtor's general unsecured creditors. "If the litigation with Nexstar will be successful, we will have funds available for a chapter 11 plan of liquidation," the Debtor said. The Debtor has complied with the milestones in the Final Cash Collateral Order for selling substantially all of its assets. About Marshall Broadcasting Group Marshall Broadcasting Group, Inc. -- https://mbgroup.tv/ -- is a minority-owned television broadcasting company that owns three full-power television stations in the United States. Marshall Broadcasting Group filed a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 19-367437) on Dec. 3, 2019. The petition was signed by Pluria Marwill Jr., its chief executive officer. At the time of the filing, the Debtor disclosed assets of between $50 million and $100 million and liabilities of the same range. Judge David R. Jones oversees the case. Levene, Neale, Bender, Yoo & Brill L.L.P. is the Debtor's bankruptcy counsel. MD AMERICA: Dec. 14 Plan & Disclosure Hearing Set ------------------------------------------------- MD America Energy, LLC and its Debtor Affiliates filed with the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, a motion to amend order scheduling a Combined Disclosure Statement Approval and Plan Confirmation Hearing. On November 12, 2020, Judge David R. Jones ordered that: * Dec. 14, 2020 at 9:30 a.m. is the Combined Hearing, at which time this Court will consider final approval of the adequacy of the Disclosure Statement and confirmation of the Plan. * Nov. 24, 2020, at 5:00 p.m. is the deadline for MeiDu America, Inc., C. Eric Waller, and the Wilson Family Heirs, LLC to object to final approval of the adequacy of the Disclosure Statement and confirmation of the Plan. * Dec. 11, 2020, at 3:00 p.m. is fixed as the last day to file any brief in support of confirmation of the Plan and reply to any objections. 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 have 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. MD AMERICA: Unsecureds Claims Will be Cancelled in Plan ------------------------------------------------------- MD America Energy, LLC, et al., submitted a Plan and a Disclosure Statement. As of June 30, 2020, MD America had 23 wells producing from the Eagle Ford shale producing approximately 1,840 barrels of oil equivalent per day and 233 wells producing from other formations producing approximately 1,167 barrels of oil equivalent per day, with an aggregate production mix that is approximately 67% oil, 20% natural gas liquids, and 3% gas. In total, MD America has an interest in over 325 wells that, as of December 2019, held approximately 88% of its 64,683 net acres (approximately 71,209 gross acres) in Madison, Brazos, Grimes and Leon Counties, Texas. As a result of the majority of acreage being held-by-production and because MD America serves as operator in 79% of its wells, MD America has flexibility and optionality in deciding where to allocate resources next. Class 4 Prepetition Term Loan Claims are impaired. Creditor will recover 51% of the claim. On the Effective Date, each affiliated group of Holders of Allowed Prepetition Term Loan Claims will receive, in full and final satisfaction, settlement, release and discharge of such Prepetition Term Loan Claims (other than with respect to the Prepetition Term Loan Deficiency Claim), its Pro Rata share of (i) the Acquired Entity Equity and (ii) the New First Lien Term Loan. Class 7 General Unsecured Claims are out of the money. Each Allowed General Unsecured Claim shall be discharged, canceled, released, and extinguished as of the Effective Date, and shall be of no further force or effect, and Holders of General Unsecured Claims shall not receive any distribution on account of such Claims Class 11 Interests will be extinguished and the Holders of MD America Energy Holdings, Inc. Interests shall not receive or retain any distribution, property, or other value on account of their Interests. A full-text copy of the Disclosure Statement dated October 12, 2020, is available at https://tinyurl.com/y6bvmgzx from PacerMonitor.com at no charge. Counsel for the Debtors: John F. Higgins M. Shane Johnson Megan Young-John Mark D. Jones PORTER HEDGES LLP 1000 Main Street, 36th Floor Houston, Texas 77002 About MD America MD America 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, LLC, 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, LLC, and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 20-34966) to seek confirmation of their prepackaged Chapter 11 plan. The Company is being advised by the law firm of Porter Hedges LLP, and Paladin Management Group, as CRO, and FTI Consulting, Inc., as financial advisor. Prime Clerk LLC is the claims agent. METRO PUERTO RICO: Plan Exclusivity Extended Thru Dec. 22 --------------------------------------------------------- At the behest of Metro Puerto Rico LLC, Judge Enrique S. Lamoutte extended by 90 days, to December 22, 2020, the Debtor's exclusivity period to file a chapter 11 Plan and Disclosure Statement and to solicit acceptances of the Plan. The Debtor said it will make use of the time to finalize and file their Disclosure Statement and Plan since negotiations with MISLA still in the procedure to try to settle pending matters. About Metro Puerto Rico LLC Metro Puerto Rico LLC filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 20-01543) on March 31, 2020. The petition was signed by Felix I. Caraballo, president. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Judge Enrique S. Lamoutte oversees the case. Jose Prieto, Esq. at JPC LAW OFFICE represents the Debtor as counsel. MICROVISION INC: Appoints Judy Curran to its Board of Directors --------------------------------------------------------------- MicroVision, Inc. has appointed Judy Curran to its board of directors. Curran is an accomplished senior automotive executive with over 30 years of experience in vehicle program, engineering and technology leadership. Curran has a strong record of leading innovation at Ford Motor Company where she served in a number of executive positions including Director of Technology Strategy, where she developed the cross-vehicle global strategy for key new technologies including assisted driving, infotainment, new electrical architectures, and connectivity. Previous executive roles at Ford included Vehicle Line Director, Vehicle Evaluation and Validation Director and VP Engineering for Automotive Components Holding LLC. Curran currently works at Ansys as its Head of Global Automotive Strategy. Ansys is a simulation software company used to simulate multi-physic systems including ADAS systems. In addition to her executive experience, Curran has served on several boards including the Automotive Component Holdings Operating Board, a Ford Subsidiary; Board of Directors Executive Committee, Inforum Automotive NEXT; Board of Advisors, College of Engineering, Lawrence Technological University; German American Chamber of Commerce Board - Detroit Office and Board of Directors for SAE Foundation, SAE WCX, and SAE GLC Committees. Curran earned her Bachelor of Science in Electrical Engineering and Computer Software at Lawrence Technological University and her Master of Science in Electrical Engineering at the University of Michigan. "Judy has an extensive background in executive and strategic leadership in the automotive industry during a distinguished career at Ford. We are fortunate to have her join our board," said Brian Turner, chairman and lead independent director at MicroVision. "I believe automotive lidar sensor technology represents a significant opportunity and potential value to our shareholders. Judy brings a deep understanding of the current automotive marketplace including new technology, business strategy, operations and management. Her role at Ford Motor Company leading assisted driving strategy and other technology initiatives strengthens our board as we consider various opportunities. She will be a valuable addition to the MicroVision board of directors." "I am very excited to join the MicroVision board and I look forward to working with Brian, my fellow directors and management as the Company continues to explore strategic options with Craig-Hallum Capital Group, LLC, its financial advisor," said Curran. "I am eager to bring my experience and energy to the board and help guide the Company in implementing a successful strategy." About MicroVision MicroVision -- http://www.microvision.com/-- is the creator of PicoP scanning technology, an ultra-miniature sensing and projection solution based on the laser beam scanning methodology pioneered by the company. MicroVision's platform approach for this sensing and display solution means that its technology can be adapted to a wide array of applications and form factors. The Company combines its hardware, software, and algorithms to unlock value for its customers by providing them a differentiated advanced solution for a rapidly evolving, always-on world. MicroVision reported a net loss of $26.48 million for the year ended Dec. 31, 2019, compared to a net loss of $27.25 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $11.84 million in total assets, $15.81 million in total liabilities, and a total shareholders' deficit of $3.98 million. Moss Adams LLP, in Seattle, Washington, the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 11, 2020, citing that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. MIRABUX INC: All Day Real Estate Says Plan Unconfirmable -------------------------------------------------------- Secured creditor All Day Real Estate, LLC, filed a preliminary objection to the First Amended Subchapter V Plan of Reorganization of debtor Mirabux, Inc. All Day claims that the Debtor has failed to include permissive provisions in the Plan that would provide for adequate means of implementing a plan that satisfies the requirements of the Bankruptcy Code. All Day points out that while Debtor identifies this cash infusion as a "loan" or "line of credit" throughout the Plan, such financing has not been approved by the Court, nor has Debtor disclosed the terms of the loan/line of credit identified in the Plan. All Day states that the Plan is clearly not being proposed in good faith since it seeks to unfairly benefit insiders by amortizing and completely paying off the Bank of Hope debt within four years in order to avoid demand being made by Bank of Hope on the Debtor's insiders who guaranteed the obligation. All Day asserts that the Debtor's liquidation analysis is fatally flawed because the Debtor fails to provide a chapter 11 going concern valuation of the Debtor's business. The Debtor's incomplete and erroneous liquidation analysis calls for denial of confirmation of the Plan. All Day further asserts that given the losses anticipated by the Debtor and the fact that Debtor does not project improved income at any point during the Plan, the Plan is infeasible on its face. A full-text copy of All Day's objection to the plan dated October 27, 2020, is available at https://tinyurl.com/y65au3zg from PacerMonitor at no charge. Attorneys for All Day Real Estate: Robert P. Goe Charity J. Manee GOE FORSYTHE & HODGES LLP 18101 Von Karman Avenue, Suite 1200 Irvine, CA 92612 E-mail: RGoe@goeforlaw.com CManee@goeforlaw.com Telephone: (949) 798-2460 Facsimile: (949) 955-9437 About Mirabux Inc. Mirabux Inc., a privately held company in restaurant industry based in Montebello, Calif., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-13906) on April 24, 2020. The petition was signed by Robert Azinian, Debtor's vice president. At the time of the filing, Debtor had estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. Judge Vincent P. Zurzolo oversees the case. The Debtor tapped Lake Forest Bankruptcy II, APC as its legal counsel. MOUNT JOY BAPTIST: Jan. 5, 2021 Plan Confirmation Hearing Set ------------------------------------------------------------- On Oct. 2, 2020, Mount Joy Baptist Church of Washington, D.C. filed with the U.S. Bankruptcy Court for the District of Maryland at Greenbelt a Second Amended Disclosure Statement referring to the Second Amended Plan. On Oct. 22, 2020, Judge Thomas J. Catliota approved the Second Amended Disclosure Statement and established the following dates and deadlines: * Dec. 9, 2020 is fixed as the last day of filing written acceptances or rejections of the Plan. * Jan. 5, 2021, at 10:00 a.m. is fixed for the hearing on confirmation of the Plan to take place in Courtroom 3E of the U.S. Bankruptcy Court, U.S. Courthouse, 6500 Cherrywood Lane, Greenbelt, Maryland 20770. * Dec. 9, 2020 is fixed as the last day for filing and serving written objections to confirmation of the Plan. A full-text copy of the order dated October 22, 2020, is available at https://tinyurl.com/y48sav9e from PacerMonitor at no charge. Attorney for Plan Sponsor: Craig M. Palik McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, P.A. 6411 Ivy Lane, Suite 200 Greenbelt, Maryland 20770 About Mount Joy Baptist Church Mount Joy Baptist Church of Washington, D.C., a baptist church in Oxon Hill, Md., filed a Chapter 11 petition (Bankr. D. Md. Case No. 19-11707) on Feb. 8, 2019. In the petition signed by Rev. Bruce Mitchell, pastor and CEO, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Craig M. Palik, Esq., at McNamee Hosea Jernigan Kim Greenan & Lynch, P.A., serves as bankruptcy counsel to the Debtor. The Debtor tapped TD Emory, CPA & Associates, as its accountant. NEUMEDICINES INC: Karyopharm Buying All Assets for $6 Million ------------------------------------------------------------- Neumedicines, Inc., asks the U.S. Bankruptcy Court for the Central District of California to authorize the sale of substantially all assets free and clear of liens, claims, interests and encumbrances to Karyopharm Therapeutics Inc. for $6 million in cash and delivery of 150,000 shares in Karyopharm, subject to certain adjustments, on the terms of their Asset Purchase Agreement and their and Royalty Agreement, subject to overbid. The Debtor owns valuable patents on its IL-12 drug HemaMaxTM, which has demonstrated anti-tumor effects and is being evaluated for use to generate sustained and durable anti-tumor responses. While the Debtor's operations do not generate continuous revenue, its research and clinical operations have resulted in multiple drug and research patents registered in the United States, Canada, Japan, and Europe. The Debtor also generates revenue through the licensing of its patents. A number of events triggered the Debtor's need for bankruptcy. Essentially, it ran out of cash during its late stage of development of a drug which is obviously of very significant monetary and medical value, while also on the path to achieving its Priority Review Voucher ("PRV") voucher which has additional value. The Debtor generates no income. While its overhead is minimal (approximately $20,000 to 25,000 per month), the expenses the Debtor must pay are critical as they support its valuable intellectual property and related assets. The Debtor has paid these expenses by way of a secured post-petition loan from one of its directors, Dr. Raphael Nir, Ph.D., to enable the Debtor to maintain its assets until Dec. 31, 2020. Given the foregoing, the Debtor submits that it is critically important for a sale of its assets to be consummated as soon as possible. On Sept. 22, 2020, the Debtor filed its Bidding Procedures Motion, which the Court approved on Oct, 15, 2020, as amended by the Order Extending Certain Deadlines Established by the Bidding Procedures Order, entered on Nov. 10, 2020, scheduling the auction and Sale Motion for Dec. 10, 2020 at 11:00 a.m. Over the past months, the Debtor has had extensive discussions and negotiations with several interested buyers of the Purchased Assets and has negotiated three written asset purchase and royalty agreements. It is unclear how many of the potential buyers will submit bids and attend the auction if one occurs. After extensive due diligence by the buyers and negotiations among the parties, including the exchange of detailed term sheets and asset purchase and royalty agreements, the Debtor has designated Karyopharm as the Stalking Horse Bidder for the sale and subject to Court approval, has entered into the Agreements with Karyopharm. The offer from Karyopharm is the highest and best offer received to date and the Debtor believes represents fair consideration for the estate. The sale will put the estate in a position to propose a plan which pays all undisputed claims in full and make a substantial distribution to equity security holders. The salient terms of the Agreements are: a. $6 million in cash and delivery of 150,000 shares in Karyopharm (symbol KPTI, closing price on Nov. 20, 2020 of $15.61), subject to certain adjustments, to be paid upon the Closing; b. 75,000 additional shares in Karyopharm, subject to certain adjustments, to be paid contingent upon the occurrence of certain regulatory approval conditions related to the Purchased Assets; c. 10% of the "Net Cash Proceeds" from the sale of a PRV Voucher arising from the Purchased Assets or in the event Karyopharm elects not to sell the PRV, then an amount equal to 10% of the appraised value of the PRV; and d. Royalty payments capped at $65 million as follows: 5% of "Net Sales" derived from the sale of products protected by patents that are part of the Purchased Assets, 3% of Net Sales derived from the sale of other existing IL-12 products or products derived from the Purchased Assets by Karyopharm, and 1.5% of Net Sales derived from the sale of other IL-12 products developed by Karyopharm but not derived from the Purchased Assets. Karyopharm wishes to assume the two executory contracts identified in Exhibit B to the APA, as such exhibit may be amended, to which the Debtor is a party: (1) an Exclusive License Agreement dated May 4, 2006, between the University of Southern California and Debtor; and (2) a Master Service Agreement dated March 6, 2012, between Debtor and BioReliance Corp. for the storage of cell banks owned by Debtor. These executory contracts are not in breach and there is no cure amount owing. In light of the foregoing, the Debtor respectfully asks that the court authorizes the assignment of any and all assumed executory contracts of the Debtor to Karyopharm, or to any over bidding party who is the successful bidder at the sale. The amount needed to pay off the secured creditors of the Debtor holding perfected liens on the Purchased Assets total approximately $850,000 as follows: creditor Mao Qun International Investment LLC, filed its Proof of Claim No. 22 on Oct. 28, 2020 in the amount of $261,053 as of the Petition Date; and creditor Veteran Holdings LLC, (assignee of Elliot Friedman), filed its Proof of Claim No. 20 on Oct. 27, 2020 stating a balance due of $583,251 as of Sept. 30, 2020. The Debtor asks that the Purchased Assets be sold free and clear of all liens, claims and adverse interests of any and every kind, including the Exclusive License and Technology Transfer Agreement ("Original Libo License") and the Amendment No. 1 to Exclusive License and Technology Transfer Agreement ("Libo License"), and the manufacturing rights described which Libo Pharma Corp. asserts in an effort to block the sale, arose upon the filing of the bankruptcy case or will arise upon the rejection of the Libo License. Both arguments are without merit and the Court should enter the findings of fact requested which define the rights of the parties post-closing so that the sale may proceed in the event Libo does not consensually terminate the Libo License and enter into a new license with the buyer on the terms of the APA Furthermore, as the Court will learn, the Libo License is the subject of the multi-issue bona fide dispute. The Debtor asks the Court to waive the 14-day stay period under Rule 6004(h). A hearing on the Motion is set for Dec. 10, 2020 at 10:00 a.m. A copy of the Agreements is available at https://tinyurl.com/y2mphmxx from PacerMonitor.com free of charge. The Purchaser: KARYOPHARM THERAPEUTICS, INC. 85 Wells Avenue, Suite 210 Newton, MA 02459 Attn: CEO Email: mkauffman@karyopharm.com The Purchaser is represented by: KARYOPHARM THERAPEUTICS, INC. 85 Wells Avenue, Suite 210 Newton MA 02459 Attn: General Counsel E-mail: cprimiano@karyopharm.com - and - Jason Kropp, Esq. George W. Shuster, Jr., Esq. WILMER CUTLER PICKERING HALE & DORR LLP 7 World Trade Center New York, NY 10007 E-mail: jason.kropp@wilmerhale.com george.shuster@wilmerhale.com About Neumedicines Inc. Neumedicines, Inc. is a clinical stage biopharmaceutical company in Arcadia, Calif., which is engaged in the research and development of HemaMax, recombinant human interleukin 12 (rHuIL-12), for the treatment of cancer in combination with standard of care (SOC, radiotherapy, chemotherapy, or immunotherapy) and Hematopoietic Syndrome of Acute Radiation Syndrome (HSARS) as a monotherapy. Visit https://www.neumedicines.com for more information. Neumedicines filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-16475) on July 17, 2020. In the petition signed by Timothy Gallaher, president, the Debtor was estimated to have $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Ernest M. Robles presides over the case. The Debtor has tapped Weintraub & Seth, APC, as its bankruptcy counsel and Sheppard, Mullin, Richter & Hampton, LLP as its special counsel. NEWPORT PARENT: S&P Assigns 'B' Issuer Credit Rating ---------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to Newport Parent Inc. (doing business as Syncapay) and its 'B' issue-level rating and '3' recovery rating to its new first-lien debt. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. S&P said, "The rating on Syncapay reflects our view of the combined company's small scale and niche focus on business-to-business fund distribution, which is a subset of the highly competitive and fragmented prepaid payments industry. The proposed capital structure comprises a $50 million revolving credit facility, a $450 million first-lien term loan, and an additional $370 million common equity contribution from its financial sponsors and management team. We estimate the transaction will lead Syncapay to report initial pro forma leverage in the mid 5x area without incorporating cost synergies. "daVinci and North Lane are both corporate-funded payments providers. We believe the combination of these two companies will expand the breadth of their product suite across incentives, disbursement, and compensation and diversify the revenue streams they generate primarily from the collection of various fees charged to cardholders such as unused funds, maintenance fees, interchange fees, client and cardholder fees. Certain fees, such as interchange fees, are collected at point-in-time while others are recognized ratably over the contract of the product and hence are somewhat predictable based on the volumes that have been already issued. Even though the company's sales are non-recurring in nature, we view the visibility of certain of its revenue streams as a positive factor." The combination will also expand and diversify the companies' customer base across end markets and verticals. Syncapay operates through a large network of partners and distribution channels. While it has a sales team that directly engages clients, it also leverages partnerships with Marketing Service Providers (MSPs) and indirect channel partners, which enable the company to sell its payment solutions to their end customers. Despite the improvement in its customer concentration from the transaction, the company's client exposure remains materially high as top direct clients account for a meaningful percentage of pro forma 2019 sales. Syncapay also has a significant exposure to the telecommunication end-market although the payment services provided to these customers have historically grown in a counter-cyclical manner through periods of macroeconomic weakness. The company's concentration risk is somewhat mitigated by the relatively sticky nature of its customer relationships. On a pro forma basis, the company reported an improved retention rate of 95% for 2019. S&P said, "We expect the combined entity to benefit from favorable industry trends supported by the ongoing cash-to-card migration and the secular shift toward digital payments. We believe that the distribution and penetration of virtual card programs will also benefit the company's revenue and profitability." That said, the corporate-funded payments industry is highly competitive and fragmented with low barriers to entry. In this industry, Syncapay also competes against more established and larger players with access to comprehensive technology and financial resources. For fiscal year 2019, the company increased its revenue by about 8% year over year and reported approximately $248 million in combined sales. S&P said, "We expect Syncapay's revenue to decline by the low-single digit percent area in fiscal year 2020 primarily due to the effects of the coronavirus pandemic on its operations. We anticipate its compensation segment, which provides products to the adversely affected maritime and plasma donation end markets, among others, will report a significant drop in sales for the year. However, we expect Syncapay to offset this decline with strong growth in its disbursement business, which has been insulated from the effects of the pandemic. We anticipate the company's incentives business will report a slight contraction in sales for the year due to the decline in its volumes in the second quarter, though its volumes recovered to pre-COVID levels as of the end of the third quarter. In addition, we anticipate Syncapay will realize significant cost synergies by of the end of 2023 stemming largely from reductions in SG&A, processing costs and the consolidation of certain operations." S&P said, "We estimate the company's pro forma adjusted leverage at close will be in the mid-5x area and expect it to increase slightly and remain in the high-5x area as of the end of 2021 due to revenue headwinds. We project Syncapay's leverage will begin to decline in 2022 as it gradually achieves its cost-synergy targets. We also forecast annual capital expenditure of about 3% of revenue will support free cash flow generation of about $25 million-$30 million. Syncapay is fully owned by several private-equity firms with Centerbridge Partners holding a majority stake. Given our view that financial sponsors generally exhibit aggressive financial policies, the company's current ownership structure limits the upside to our assessment of its financial risk profile. "The stable outlook reflects our expectation that Syncapay will generate modestly lower revenue while maintaining its current profitability over the next 12 months. We expect the company's leverage to remain elevated in the high 5x area as of the end of 2021 before declining and estimate annual FOCF of approximately $25 million-$30 million. "We could lower our rating on Syncapay if competitive pressures or client attrition cause its financial performance to materially decline such that its profitability weakens and it sustains leverage of more than 6.5x or free cash flow to debt of less than 5%. We would also consider lowering our rating if the company adopts a more risk tolerant financial policy such that its leverage remains above 6.5x. "While unlikely over the next 12 months, we could potentially consider a higher rating if Syncapay significantly expands its scale and business diversity through organic or acquisitive growth and demonstrates its longer-term commitment to maintaining leverage of less than 5x after incorporating shareholder rewards and acquisition spending." NORTHEAST GAS: Mass., NY Emission Deal Paves Way for Confirmation ----------------------------------------------------------------- Law360 reports that the bankrupt owner of two gas-fired electricity generating stations told a Delaware judge Friday, December 4, 2020, it reached a deal with environmental regulators over carbon dioxide emission allowances at its facilities, creating a clear path to confirmation of its Chapter 11 reorganization plan. During a virtual hearing, NorthEast Gas Generation LLC attorney Mark Collins of Richards Layton & Finger PA said the agreement eliminated the need for timely and costly litigation of the issues raised by regulators in New York and Massachusetts, where the power stations are located. About Northeast Gas Generation NorthEast Gas Generation, LLC -- https://www.talenenergy.com/ -- owns and manages a portfolio of two natural gas-fired electric generating facilities located in the United States: (1) a 1,080 MW facility located in Athens, New York that achieved commercial operation on May 5, 2004; and (2) a 360 MW facility, located in Charlton, Massachusetts, that achieved commercial operation on April 12, 2001. The NorthEast Gas is part of a group of privately-owned independent power generation infrastructure companies indirectly owned by non-debtors Talen Energy Corporation and Talen Energy Supply, LLC. The company filed for Chapter 11 protection for the first time in 2014, through which NorthEast Gas reduced its outstanding debt obligations by more than $600 million by exchanging its then-second-lien debt for 93.5% of the equity in a reorganized company while giving existing equity holders the remaining shares. The second case commenced in 2018 and reduced the debt load of the company by another $70 million and turned over the equity of an operating affiliate to former senior lenders. NorthEast Gas Generation LLC and its affiliates sought Chapter 11 protection (Bankr. Del. Case No. 20-11597) on June 18, 2020. In the recent case, NorthEast Gas was estimated to have $100 million to $500 million in assets and $500 million to $1 billion in liabilities. The current case has been assigned to U.S. Bankruptcy Judge Mary F. Walrath, who presided over both previous cases. The Debtors are represented by Mark D. Collins, Daniel J. DeFranceschi, Jason M. Madron, Brendan J. Schlauch and David T. Queroli of Richards Layton & Finger PA. ALVAREZ & MARSAL NORTH AMERICA, LLC, is the restructuring advisor. HOULIHAN LOKEY CAPITAL, INC., is the investment banker. PRIME CLERK LLC is the claims agent. PB LIFE: 3 Bermuda Insurers File for Chapter 15 Bankruptcy ---------------------------------------------------------- Jeremy Hill of Bloomberg News reports that Omnia Ltd, Northstar Financial Services (Bermuda) Ltd and PB Life and Annuity Co. Ltd all filed for Chapter 15 bankruptcy in New York, court papers show. The Supreme Court of Bermuda appointed joint provisional liquidators for the entities in October 2020, filings show. The entities are seeking provisional relief from Global Growth and its founder, Greg Lindberg, per court papers; Lindberg was convicted of bribery earlier this 2020. By order of the Supreme Court of Bermuda, dated 25 September 2020, Rachelle Frisby and John Johnston of Deloitte Ltd. were appointed as Joint Provisional Liquidators of the Debtors. About the Debtors Established in 1998, Northstar provides financial solutions to meet the needs of international investors and offers a range of attractive investment plans to a global client base. All Northstar products provide clients with a variety of commitment periods and segregated account protection, as well as the benefits of a Bermuda trust structure, which include financial security and enhanced wealth transfer flexibility. Working with an extensive range of distribution partners, Northstar has clients in over 100 countries. PB Life and Annuity Co. Ltd. is a universal life insurance company. Omnia Ltd. (formerly Old Mutual (Bermuda)) was formed in May 2000 in Bermuda as a long-term insurer, which authorizes it to, among other things, issue international investment plans to non-Bermuda residents. PB Life and Annuity, NorthStar Financial Services (Bermuda) Ltd., and Omnia Ltd., filed Chapter 15 bankruptcy petitions (Bankr. S.D.N.Y. Case No. 20-12791 to 20-12792) on Dec. 3, 2020, to seek recognition of their liquidation proceedings in Bermuda. Judge Shelley C. Chapman is the case judge. Debtors' U.S. counsel: Constantine Dean Pourakis Stevens & Lee, P.C. Tel: 212-537-0409 E-mail: cp@stevenslee.com PB LIFE: Chapter 15 Case Summary -------------------------------- Three affiliates that concurrently filed voluntary petitions for relief under Chapter 15 of the Bankruptcy Code: Debtor Case No. ------ -------- PB Life and Annuity Co., Ltd. (Lead Debtor) 20-12791 Ocarian Services (Bermuda) Limited Victoria Place, 5th Floor, 31 Victoria St Hamilton, HM 10 Northstar Financial Services (Bermuda) Ltd. 20-12792 Ocarian Services (Bermuda) Limited Victoria Place, 5th Floor, 31 Victoria St Hamilton, HM 10 Omnia Ltd 20-12793 Ocarian Services (Bermuda) Limited Victoria Place, 5th Floor, 31 Victoria St Hamilton, HM 10 Bermuda Business Description: PBLA is a reinsurance company domiciled in Bermuda. Chapter 15 Petition Date: December 3, 2020 Court: United States Bankruptcy Court Southern District of New York Judge: Hon. Shelley C. Chapman Foreign Representatives: Rachelle Frisby and John Johnston, as Joint Provisional Liquidators Corner House, 20 Parliament Street Hamilton, HM 12 Bermuda Foreign Proceedings: Supreme Court of Bermuda, Companies(Winding Up): 2020 No. 306 Supreme Court of Bermuda, Companies(Winding Up): 2020 No. 304 Supreme Court of Bermuda, Companies(Winding Up): 2020 No. 305 Foreign Representatives' Counsel: Nicholas F. Kajon, Esq. Constantine D. Pourakis, Esq. Andreas D. Milliaressis, Esq. STEVENS & LEE, P.C. 485 Madison Avenue 20th Floor New York, New York 10022 Tel: 212-319-8500 Fax: 212-319-8505 Email: nfk@stevenslee.com cp@stevenslee.com adm@stevenslee.com Estimated Assets: Unknown Estimated Debts: Unknown Copies of the Chapter 15 petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GP2H7FA/PB_Life_and_Annuity_Co_Ltd_and__nysbke-20-12791__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/PQQDQFA/Northstar_Financial_Services_Bermuda__nysbke-20-12792__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/MFHZWRI/Omnia_Ltd_and_Omnia_Ltd__nysbke-20-12793__0001.0.pdf?mcid=tGE4TAMA PEAK PROPERTY: Selling La Quinta Property to Tenant for $340K ------------------------------------------------------------- Peak Property Group, LLC, asks the U.S. Bankruptcy Court for the District of Colorado to authorize the sale of the real property located at 52355 Avenida Rubio, La Quinta, California to Madeline Nava and Rudy Aparicio for $340,000. The Debtor owns, manages, and leases four single-family residential properties in Colorado and California. One of the California properties it owned is the Property. The estimated value of the Property as listed in the Debtor's bankruptcy schedules is $313,583. The Debtor executed a Purchase Agreement, dated Nov. 19, 2020, to sell the Property to the Buyers. Ms. Nava is the current tenant and resident of the Property. Rudy Aparicio upon information and belief is Ms. Nava's son. The Debtor's real estate broker is David Dufresne of Solutions4realestate, Inc., 2551 San Ramon Valley Blvd., #236, San Ramon, California. The Buyers elected not to be represented by a real estate agent. The material terms of the Agreement are as follows: (a) The Buyers will purchase the Property on an "as is" basis for $340,000; (b) The Broker will receive a commission of 3% from the $340,000 contract price with no additional commissions to be paid to a buyer's agent; and (c) The closing will occur within 30 days after entry ofan order voiding a lien against the Property in favor of Gene Alan Haun. A first-priority deed of trust in the original amount of $700,000 was recorded against the Property on March 23, 2015 in favor of BZR Finance, L.P. BZR assigned its interest in the deed oftrust to USA Loans, LLC pursuant to an assignment recorded on July 7, 2020. USA Loans filed a proof of claim (Claim No. 2) on Nov. 20, 2020 in the amount of $672,847. The Debtor disputes the claim and believes the remaining obligation owed to USA Loans is no more than $210,021. It filed Adversary Proceeding No. 20-01309-KHT to determine the amount owed to USA Loans. A second-priority deed of trust was recorded against the Property on Jan. 24, 2019 in favor of Gene Alan Haun. The amount of any obligation secured by the Haun lien is unknown to the Debtor and is not disclosed on the deed of trust. The Debtor believes the Haun lien is fraudulent and commenced Adversary Proceeding No. 20-01289-KHT on Oct. 22, 2020 to void the Haun lien. Sound busines reasons exist to sell the Property to the Buyers. Ms. Nava is the current tenant for the Property. There is no relationship or affiliation between the Debtor and the Buyers other than landlord and tenant. The $340,000 contract price exceeds the estimated current market value of the Property. The Debtor will pay a 3% commission to Broker and will not be required to pay commissions to a buyer's agent. The $6,000 credit in closing costs to Buyers compensates Ms. Nava for pre-petition payments made to Debtor pursuant to a disputed and expired options agreement between Ms. Nava and the Debtor's former manager. The Agreement further resolves Ms. Nava's proof of claim (Claim No. 3) arising from the disputed options agreement. The Debtor will use the estimated $318,779 in net proceeds to pay the undisputed portion of the USA Loans obligation and fund the Debtor's plan of reorganization. The Debtor further asks authority to sell the Property to Buyers free and clear ofexisting liens. A copy of the Agreement is available at https://tinyurl.com/yxgdrrhk from PacerMonitor.com free of charge. About Peak Property Group Peak Property Group LLC owns four properties in Denver, Colo., and La Quinta, Calif., having an aggregate comparable sale value of $1.09 million. Peak Property Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 20-16088) on Sept. 12, 2020. At the time of the filing, the Debtor had total assets of $1,102,686 and total liabilities of $1,685,781. The Hon. Kimberley H. Tyson oversees the case. Shilliday Law, P.C., is the Debtor's legal counsel. PENLAND HEATING: Proposes $4.5K Private Sale of Personal Property ----------------------------------------------------------------- Penland Heating and Air Conditioning, Inc., asks the U.S. Bankruptcy Court for the Eastern District of North Carolina to authorize the private sale of its (i) 2015 Nissan NV200, VIN 3N6CM0KN1FK717029, to Jarrod Penland for $4,000; and (ii) 2001 Kaufman B Trailer, VIN 15XFB18281L001986, to Thomas Shaw for $500. Among the assets owned by the Debtor on the Petition date is the Vehicle and the Trailer. The Debtor listed the value of the Vehicle at $4,000 and the value of the Trailer at $500. On June 19, 2020, Nissan Motor Acceptance filed Claim 7, alleging to be owed $2,386.13 for the Vehicle. There is no lien amount on the Trailer. By way of a proposed Offer to Purchase, the Debtor asks the authority to sell the Vehicle to Mr. Penland for the gross purchase price of $4,000. Mr. Penland is the President of the Debtor. Exhibit A is an Automobile Status Report detailing needed repairs to the Vehicle. Additionally, the Debtor asks the authority to sell the Trailer by private sale to Mr. Shaw of Rougemont, North Carolina for the gross purchase price of $500. The sale will be free and clear of any and all liens, encumbrances, claims, rights, and other interests, including but not limited to the following: A. Any and all liens and/or security interests in favor of Nissan Motor Acceptance. B. Any and all real property taxes due and owing to any City, County, or municipal corporation, and more particularly, to the Carteret County Tax Collector and Orange County Tax Collector. C. Any and all remaining interests, liens, encumbrances, rights and claims asserted against the Personal Property, which relate to or arise as a result of sale of the Properties, or which may be asserted against the Buyers of the Personal Property, including, but not limited to, those liens and claims, whether fixed and liquidated or contingent and unliquidated, that have or may be asserted against the Personal Property by the North Carolina Department of Revenue, the Internal Revenue Service, and any and all other taxing and government authorities. If any creditor claiming a lien or interest in the Personal Property does not object within the time allowed, then that creditor will be deemed to have consented to the sale of the property free and clear of that creditor's interest. The Personal Property will be sold with any claims or liens against the Personal Property transferring to the proceeds of the sale in their respective priorities. The Net proceeds will be paid to the holders of valid liens and security interests, in accordance with their respective priority. Finally, the Debtor asks the Court to allow the 14-day stay applicable to orders authorizing the sale of property pursuant to Rule 6004(h) of the Federal Rules of Bankruptcy Procedure be waived. A copy of the Apraisal is available at https://tinyurl.com/y4bh84zq from PacerMonitor.com free of charge. About Penland Heating and Air Conditioning Based in Hillsborough, N.C., Penland Heating and Air Conditioning, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 20-01795) on May 1, 2020, listing under $1 million in both assets and liabilities. Judge David M. Warren oversees the case. Debtor is represented by The Law Offices of Oliver & Cheek, PLLC. PLUM CIRCLE: Trustee Selling Substantially All Assets to SN ----------------------------------------------------------- Steven Oscher, Chapter 11 trustee for the bankruptcy estate of Plum Circle Community Trust, asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the bidding and sale procedures relating to the sale of substantially all of the Debtor's assets free and clear of all liens, claims, and encumbrances to SN Capital, LLC, subject to overbid. In exchange, the Purchaser has agreed to credit bid for the Jasmine Motor Home Park, 1261 Plum Circle, Chipley, Florida, its secured claim, with Affordable Housing Investments, LLC waiving its secured claim on the Property, Affordable to pay the outstanding property taxes and administrative expense claims in full at closing, and the post-petition obligations deemed satisfied. The Trustee operates the Property on behalf of the Debtor. SN filed its Proof of Claim in the amount of $605,054 on June 1, 2020 (Claim 2). The basis of its Claim 2 is a promissory note and mortgage executed and delivered by the Debtor to One Star Florida Partners, LP, a Florida partnership, on Feb. 28, 2018. One Star assigned the SN Note and SN Mortgage to the Purchaser on Nov. 1, 2019. Pursuant to the SN Mortgage, SN has a first lien on the Property. The Debtor is in default of its obligations under the SN Note and SN Mortgage. Creditor, Affordable, filed its Proof of Claim in the amount of $398,020 on June 1, 2020 (Claim 1). The basis of Affordable's Claim 1 is a promissory note and mortgage executed and delivered by the Debtor to Affordable on Oct. 3, 2018. Pursuant to the Affordable Mortgage, Affordable has a second lien on the Property. The Debtor is in default of its obligations under the Affordable Note and Affordable Mortgage. At the time of the Trustee's appointment, the Property was in poor condition, requiring significant maintenance and rehabilitation. To fund these efforts, he moved for, and the Court granted, authority to obtain post-petition financing, which he obtained from the Purchaser in the amount of $25,000. The Purchaser obtained a first lien on the Property as part of the post-petition financing arrangement. It is apparent that rental income from the Property's tenants will not generate funds sufficient to pay for cleanup activities, past-due bills, or other administrative expense claims. The Trustee has determined that it is in the best interest of the Debtor, the creditors, and the Debtor's estate to sell the Property. As of the date of the Motion, only the Internal Revenue Service and unsecured creditor Joshua J. Craven have filed proofs of claim for $4,500 and $265,000, respectively (Claims 3 and 4). The Debtor objected to Claim 4 of Mr. Craven, but the objection has been abated. The Court set a deadline of Dec. 28, 2020, for the filing of claims in the case. The Trustee asks approval for a sale of the Assets to SN, and to establish bidding procedures and an auction process in order to test the value of the Assets. SN has a lien on the Debtor's Assets and will credit bid the amount of its claim to act as a stalking horse bidder. No other potential buyers have expressed interest in the subject assets, and, due to the circumstances of the case and the nature of the assets, the Trustee proposes to give limited notice of the proposed sale to a small market. The proposed sale is the result of an arms'-length negotiation with the Purchaser. In consideration of the impaired marketability of the assets and the need to move quickly to prevent further devaluation of the assets and to preserve the bankruptcy estate, the Trustee proposes a thirty-day sale process. Pursuant to a separate motion to compromise controversy between the Trustee, SN and Affordable, the Purchaser has agreed to credit bid for the Property its secured claim, with Affordable waiving its secured claim on the Property, Affordable to pay the outstanding property taxes and administrative expense claims in full at closing, and the post-petition obligations deemed satisfied. The Trustee asks the Court to schedule a hearing to consider entry of an order approving the bidding procedures and approving the form and manner of notice with respect thereto. The salient terms of the Bidding Procedures are: a. Bid Deadline: No later than 5 p.m. (EST) on the day that is five business days prior to the date of the Sale Hearing b. Initial Bid: Not less than $1.2 million in cash c. Deposit: Equal to the greater of (i) 10% of the aggregate dollar amount of the Bid(s), or (ii) $120,000, which will be made payable to and delivered to Trenam, the counsel to the Trustee, by no later than the Sale Hearing (or such later date agreed to by the Trustee) d. Auction: The Auction to consider any Qualified Bids for the Assets will be held at the Tampa office of Trenam, 101 East Kennedy Blvd., Suite 2700, Tampa, Florida 33602, at 10 a.m. (EST) on the date that is one business day immediately preceding the date of the Sale Hearing. e. Bid Increments: $10,000 The Trustee proposes to send the Bid Procedures Order to: (a) all creditors and parties listed on the Local Rule 1007-2 Parties in Interest List; (b) all applicable taxing authorities; (c) all parties which, to the knowledge of the Trustee, have liens on or have asserted liens or other interests in the Assets; and (d) any party that has previously expressed an interest in acquiring the Assets. He asks Court approval of the form and manner of notice as being adequate and sufficient notice of the Bid Procedures and the deadline for filing Objections to the Sale Motion, and the assumption and/or assignment of the Contracts. About Plum Circle Community Trust Plum Circle Community Trust sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-04249) on May 31, 2020. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of between $500,001 and $1 million. Judge Catherine Peek McEwen oversees the case. Dion R. Hancock, P.A. is the Debtor's legal counsel. Steven S. Oscher was appointed as Chapter 11 trustee for Debtor's bankruptcy estate on Aug. 19, 2020. Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, P.A. and Oscher Consulting, P.A. serve as the trustee's legal counsel and accountant, respectively. POINCIANA MANAGEMENT: Seeks to Hire Peter Spindel as Legal Counsel ------------------------------------------------------------------ Poinciana Management Group, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Peter Spindel, Esq. P.A. as its legal counsel, nunc pro tunc to October 21, 2020. The Debtor requires the firm to: a. give advice to the Debtor with respect to its powers and duties; b. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements; c. prepare legal documents; d. protect the interest of the Debtor in all matters pending before the court; and e. represent the Debtor in negotiation with its creditors in the preparation of a plan. Peter Spindel, Esq., the law firm's principal, said neither he nor the firm represent any interest adverse to the debtor or the estate, and they are disinterested persons as required by 11 U.S.C. Sec. 327(a). "Except for the continuing representation of the debtor, neither I nor the firm has or will represent any other entity in connection with this case and neither I nor the firm will accept any fee from any other party or parties in this case except the debtor in possession," Spindel said. The Debtor seeks to hire Spindel on a general retainer, pursuant to Sections 327 and 330. The firm can be reached through: Peter Spindel, Esq. PETER SPINDEL P.A. 8306 Mills Dr. #458 Miami, FL 33183-4838 Telephone: (305) 799-5724 E-mail: peterspindel@gmail.com About Poinciana Management Group Poinciana Management Group LLC is a Miami. Fla.-based registered investment advisory firm serving individuals, families and institutions. Poinciana Management Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-21528) on October 21, 2020. At the time of the filing, Debtor had estimated assets of between $100,001 and $500,000 and liabilities of the same range. Peter Spindel, Esq. P.A. is Debtor's legal counsel. POSITECH INTERNATIONAL: Selling Wheeling Property for $300K ----------------------------------------------------------- Positech International, Inc., asks the U.S. Bankruptcy Court for the Northern District of West Virginia to authorize the sale of the real property, situated in Warwood, Ohio County West Virginia, and more generally known as 170 N. 17th St., Wheeling, West Virginia, and more particularly as described in that certain deed dated July 17, 1995, between Warwood Tool Co., and Positech, and of record in the Office of the Clerk of the Ohio County Commission in Deed Book 686 at page 720, to Bernard S. Lombard, III and Douglas W. Clatterbuck, or their designee, for $300,000, subject to higher and better offers. The Debtor is the sole owner of the property. The property was sold at auction to Woodrow Knollinger for $400,000 plus a buyer's premium of 10%, or $40,000. Mr. Knollinger refused to close. He was sued by the Estate. He died and the administrators have been substituted as the Defendants. That matter is pending before the Court. Secured claims against the property, exist in favor of Main Street Bank, the Internal Revenue Service, and the Office of the West Virginia Tax Department. In total, said liens probably exceed the sale price. It is not believed any capital gains taxes will be incurred by the Estate. Subject to the Upset Bid Procedures, the Debtor proposes to sell the property for $300,000 to the Buyers. The Buyers are not insiders. The Bankruptcy Estate will pay deed preparation and pro-rated real estate taxes. All other costs, including recording fees will be paid by the Buyers. The sale of the property is being made free and clear of any interest. All liens against the parcels attach to the proceeds of the sale. For all these reasons, the sales are in the best interest of the Debtor, the estate, creditors, and other parties in interest and should be approved. Objections, if any, must be filed within 21 days from the filing of the Motion. Any party interested in purchasing the property should file a notice of an Upset Bid with the Court, U.S. Trustee, and the Debtor and its counsel within the time set by the Court Clerk for objecting to the Motion to Sell. The Upset Bidder will submit to the counsel for the Debtor an offer, in writing, in an amount equal to the Alternative Minimum Bid, and submit information demonstrating the financial wherewithal of the Upset Bidder to consummate the proposed transaction, including by delivery of a certified check for $5,000 made payable to "Martin P. Sheehan, Attorney." The check will be delivered with the Upset Bid. Upset Bidders may not substantially deviate from the terms of the contract of sale to which the document has been attached. The Alternative Minimum Bid is $312,500. Bidding will be in such additional increments as the Debtor will determine. If a qualified Alternative Minimum Bid is timely received by the attorney for the Debtor, then the Debtor will conduct a private auction at a time, place, and manner that is determined by the it. In the event the Winning Bidder is different from the Buyers identified in the Motion to Sell, the Buyers identified in the Motion to Sell will be entitled to a fee of $10,000. The Debtor asks the Court to waive the 10-day stay of the order approving the sale under Fed. R. Bankr. P. 6004(h), and require the Debtor to file a final report of sale with the Court in accordance with Fed. R. Bankr. P. 6004(f). A copy of the Agreement is available at https://tinyurl.com/y2eoggqm from PacerMonitor.com free of charge. About Positech International PosiTech International, Inc. -- http://positechheattransfer.com/-- designs, manufactures, remanufactures and distributes new oil coolers for aviation, OEM modular packages and industrial applications. It was founded by Bill Blair in 1985. Positech International sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. W.Va. Case No. 19-00866) on Oct. 3, 2019. At the time of the filing, the Debtor disclosed $1,392,922 in assets and $1,580,743 in liabilities. The case is assigned to Judge Patrick M. Flatley. The Debtor tapped Martin P. Sheehan, Esq., at Sheehan & Associates, PLLC, as its legal counsel. PPV INC: PWW Portland Buying All Assets for $10M Cash ----------------------------------------------------- PPV, Inc., filed with the U.S. Bankruptcy Court for the District of Oregon a notice of its proposed bidding procedures in connection with the sale of substantially all assets and, to the extent any assets of Bravo Environmental NW, Inc. are used in PPV's business, such assets of Bravo, to PWW Portland, LLC for $10 million, cash, subject to overbid. On Aug. 31, 2020, an affiliate of PWW and PPV entered into a Letter of Intent. Pursuant to the LOI, PWW is interested in acquiring the Transferred Assets. The LOI evidences PPV and PWW's respective interest in proceeding with discussions with the objective of developing and executing an Asset Purchase Agreement under or pursuant to which PWW would acquire the Transferred Assets. The Debtor, its representatives, and professionals have contacted multiple interested parties regarding a possible sale of the Transferred Assets. After review of the offer from PWW, the Debtor has determined, in the exercise of its business judgment, that PWW's offer is the best offer received at this time with a likelihood of the Potential Transaction being successfully completed. On Nov. 25, 2020, the Debtor entered into the APA with PWW. It intends to sell the Transferred Assets pursuant to a sale free and clear of all liens, claims, rights, interests, debts, liabilities and encumbrances, other than the Assumed Liabilities. The bidding procedures and overbid protections set forth in the Bidding Procedures Notice are designed to comply with the APA and allow other interested parties an opportunity to bid. In order to induce PWW to enter into the APA and in recognition of the costs incurred and to be incurred and efforts undertaken and to be undertaken in connection with the Potential Transaction, PPV agreed to ask Court approval of the Bidding Procedures, overbid protections, and expense reimbursement obligations as set forth in the APA. The salient terms of the Bidding Procedures are: a. Bid Deadline: Dec. 16, 2020 at 4:00 p.m. (PT) b. Initial Bid: The minimum opening bid from any Acceptable Bidder must (a) include a cash purchase price that is at least $10.6 million (i.e., the sum of the Expense Reimbursement plus an initial bid increment of $250,000 greater than the cash purchase price set forth in the APA), and (b) must include total consideration, including all cash, non-cash consideration and assumed liabilities, that is at least $600,000 greater than in the APA. c. Deposit: $250,000 or 2.5% of the proposed gross purchase price d. Auction: If one or more Qualified Bids is received by the Bid Deadline, then the Debtor will conduct the Auction with respect to the Transferred Assets. The Auction will commence on Dec. 28, 2020 at 1:30 p.m. (PT) at the offices of Vanden Bos & Chapman, LLP, 319 SW Washington St., Ste. 520, Portland, OR 97204, or such later time or other place as the Debtor will timely notify the Stalking Horse Bidder and all other Qualified Bidders upon 24 hours' notice. The Auction may be conducted virtually. e. Bid Increments: $100,000 f. Sale Hearing: Dec. 30, 2020 at 1:30 p.m. (PT) The Debtor asks authority, among other things, to cause a qualified overbidder or qualified overbidders to pay to PWW expense reimbursements in the amount of $350,000 (i.e., an amount equal to 3.5% of the Purchase Price) if PWW is not approved by the Court as the purchaser of the Transferred Assets by reason of the Debtor entering into an agreement to consummate, or consummating, an Alternative Transaction with such qualified overbidder or qualified overbidders. Such expense reimbursement to be paid concurrently with the closing of such Alternative Transaction. Pursuant to the APA, the Expense Reimbursement will also constitute super-priority administrative expense claims against the Debtor and will not be subject to subordination or proration. The Debtor also asks authority to provide the proposed Bidding Procedures Notice and to implement the Bidding Procedures and overbid protections set forth in the Proposed Order. Subsequent to the filing of the Motion, the Debtor will file a Notice of Intent to Sell Property, Compensate Broker, and/or Pay Any Secured Creditor’s Fees and Costs; Motion for Authority to Sell Property Free and Clear of Liens; and Notice of Hearing. Objections, if any, must be filed no later than 14 days after the date listed in the certificate of service. They must be served on the Debtor within that same time. The Purchaser: SOLACE CAPITAL PARTNERS, L.P. 11111 Santa Monica Boulevard, Suite 1275 Los Angeles, CA 90025 Attn: Brian Moody Andrew Morris Kent Bartley Josh Teves E-mail: bmoody@solacecap.com amorris@solacecap.com kent.bartley@patriotenvironmental.com jteves@patriotenvironmental.com The Purchaser is represented by: Peter Massumi, Esq. Alice Yuan, Esq. MASSUMI + CONSOLI LLP 2029 Century Park E, Suite 280 Los Angeles, CA 90067 E-mail: pmassumi@mcllp.com ayuan@mcllp.com A copy of the APA and the Bidding Procedures is available at https://tinyurl.com/y5zrb88b from PacerMonitor.com free of charge. About PPV Inc. PPV, Inc. -- https://www.ppvnw.com/ -- is a waste management services provider in Portland, Oregon. The company offers industrial cleaning, recycling, treatment, and technical waste management services. PPV Inc. filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Lead Case No. 19-34517) on Dec. 10, 2019. In the petition signed by Joseph J. Thuney, president, the Debtor was estimated to have between $1 million and $10 million in both assets and liabilities. Affiliate Bravo Environmental NW, Inc., also filed for Chapter 11 bankruptcy (Bankr. D. Ore. Case 19-34518) on Dec. 10, 2019. The cases are jointly administered before the Honorable David W. Hercher. No creditors' committee has been appointed in this case. Douglas R. Ricks, Esq. at Vanden Bos & Chapman, LLP is the Debtors' counsel. PREGIS TOPCO: S&P Affirms 'B-' ICR on Dividend Recapitalization --------------------------------------------------------------- S&P Global Ratings related that Deerfield, Ill.-based protective packaging and equipment systems manufacturer Pregis TopCo Corp. plans to issue a $233 million incremental non-fungible first-lien term loan and an $80 million incremental non-fungible second-lien term loan, which it will use the proceeds from to fund a $241 million dividend to its shareholders, pay down $45 million of the outstanding balance on its revolving credit facility, add cash to its balance sheet, and pay related financing fees and expenses. S&P is thus affirming its 'B-' issuer credit rating on Pregis TopCo and its 'B-' issue-level rating on its $615 million first-lien term loan due 2026 and $125 revolving credit facility due 2024. S&P's '3' recovery rating on the first-lien loan and revolving facility remains unchanged. S&P said, "At the same time, we are assigning our 'B-' issue-level rating and '3' recovery rating to the company's proposed $233 million incremental non-fungible first-lien term loan due 2026. The '3' recovery rating indicates our expectation for meaningful recovery (50%-70%; rounded estimate: 55%). "The negative outlook reflects the potential that we will lower our rating on Pregis if it is unable to translate its material capital investments into positive free cash flow in the next 12 months and maintain adequate liquidity or experiences a significant deterioration in its credit measures. "We believe Pregis' liquidity position could weaken over the next 12 months given our expectations for negative free operating cash flow in 2021. Following the dividend recapitalization transaction, we expect the company's cash position to be about $40 million and estimate it will have about $120 million of availability under its $125 million revolving credit facility. However, we expect the company to materially increase its capital expenditure (capex) in 2021 to expand its production lines. Therefore, we forecast Pregis' free operating cash flow will be negative next year and believe it may need to use balance sheet cash and revolver borrowings to fund its interest payments and other necessary cash outlays over the next few quarters. Furthermore, we expect the company's leverage to increase to the low-8x area by year end and improve to the mid-7x area by the end of 2021. The negative outlook reflects the risk that its liquidity will become pressured while its leverage increases further if it underperforms our forecast." The rebound of the demand in Pregis' industrial-based businesses and the strong demand in its e-commerce-based businesses will help stabilize its debt leverage following the proposed dividend recapitalization. The company's industrial-based businesses are showing signs of improvement as it reported a sequential improvement in its performance for the third quarter relative to the prior quarter. S&P expects these businesses to continue to recover in 2021 and 2022 and return to pre-COVID levels by the end of 2022. Pregis' e-commerce related business units continue to demonstrate significant growth, specifically the products it sells to large e-commerce customers. The pandemic has accelerated the existing secular shift away from brick-and-mortar retail and toward e-commerce and the company's consumable sales have increased due to the expansion in its systems installed base. The recent acquisition of Graphic Innovators will add a fast-growing, sustainable brand to its portfolio. Pregis closed its acquisition of Graphic Innovators in October 2020 and funded the transaction with cash on hand and revolver borrowings. Graphic Innovators primarily manufacturers and distributes a curbside recyclable padded paper mailer and refurbishes packaging equipment and machinery. The company's recyclable mailer demands a premium price relative to Pregis' existing mailer and its demand is highly correlated with the e-commerce market. The company plans to rollout additional production capacity because the product has experienced heavy demand since the acquisition. S&P expects the purchase to bolster the company's product offerings for its e-commerce partners and provide it with a sustainable product that will account for just under 10% of its pro forma 2020 sales. S&P said, "The negative outlook reflects the potential that we will lower our rating on Pregis if it is unable to maintain adequate liquidity and reduce its leverage over the next 12 months. Our base-case forecast assumes negative free cash flow in 2021 due to the material expansion of its capex coupled with an increase in its interest expense and amortization, which could further reduce its liquidity in the short term. Although we expect the company's leverage to improve toward the mid-7x area in 2021, from the low-8x area in 2020, because we anticipate that healthy demand for e-commerce packaging, a recovery in its industrial demand, and cost savings will increase its profitability and revenue over the next year, we believe there is some downside risk if it underperforms our forecast." S&P could lower its ratings on Pregis if: -- S&P believes the company will generate negative free operating cash flow with limited prospects for positive cash flow and its liquidity position weakens. S&P anticipates negative cash flow could also lead it to increasingly rely on its revolver, which would subject the company to financial maintenance covenants and reduce its cushion under these covenants; -- The increased investments to expand its capacity do not translate into the expected improvement in its EBITDA and profitability; or -- S&P deems its capital structure to be unsustainable due to high leverage. S&P could revise its outlook on Pregis to stable if: -- S&P believes its free cash flow will adequately cover its debt service requirements and capex; -- The increased capacity translates into rising EBITDA and profitability that support positive free cash flow; and -- S&P anticipates an improvement in its debt leverage in line with its current base-case forecast. PRIMARY CARE: S&P Assigns 'B-' ICR, On Watch Pos. Pending Merger ---------------------------------------------------------------- S&P Global Ratings assigned a 'B-' issuer credit rating to Florida-based Primary Care (ITC) Intermediate Holdings LLC (Primary Care. At the same time, S&P assigned its 'B-' issue-level and '3' recovery rating to Cano Health's senior secured credit facility. S&P is putting all of the ratings of Primary Care on CreditWatch with positive implications, pending the close of the SPAC transaction. Primary Care, doing business as Cano Health, a Medicare Advantage-focused primary care service provider, has agreed to merge with Jaws Acquisition Corp. (Jaws) in a SPAC transaction, expected to close in the first half of 2021. Cano Health's business risk profile reflects its narrow focus and geographic concentration. Cano Health mainly provides value-based primary care services, focusing on the rapidly growing Medicare Advantage market. Cano Health has grown rapidly, organically and via acquisitions, to a network of 564 physicians who operate in 71 Cano Health-owned medical centers and 442 affiliated managed service organizations (MSO) centers, serving close to 103,000 members (up from roughly 41,500 members in 2019). However, Cano Health has a narrow focus, specializing in primary care services. The company is mainly located in 11 Florida markets, with a growing presence in Texas, Nevada, and plans to expand further in the southwestern United States. The market is highly fragmented, with the company having roughly 6% market share in Florida (its largest market). The company is well positioned to benefit from the growth in Medicare Advantage plans and a shift to value-based care models. Cano Health specializes in providing primary care services, seeking to serve as a front line to improve quality of care while lowering overall costs, such as by increasing preventative care and reducing emergency room visits. The company focuses on Medicare Advantage patients, which makes up roughly 33% of the growing $800 billion total Medicare spend. The Medicare Advantage market is projected to grow 14% annually, due not only to aging demographics in the U.S. but also to the increasing penetration of managed care-sponsored Medicare Advantage plans, which provide greater coverage for Medicare beneficiaries, and the increasing shift to value-based delivery of care, which lowers costs but maximizes quality of care. Cano Health derives a significant portion of its revenues (roughly 95%) from value-based contracts, in which it takes on capitated risk in managing the health care of Medicare Advantage and Medicaid plan enrollees for a monthly per enrollee fee. The company then uses its primary care physician network and technology platform, consisting of patient health data, patient monitoring, and statistical models, to manage patients for improved outcomes while lowering costs. The company has built a solid reputation, earning strong quality scores and contracting with all the major managed care providers, including Humana, which accounts for approximately 54% of its enrollees. S&P believes the close relationship with companies such as Humana provide some stability and predictability to revenues. The company has a limited track record of profitability and cash flow generation. Key to the company's long-term success will be management's ability to manage its health care costs for its enrollees, especially as it rapidly grows and enters new markets. The company is projected to roughly double in size in terms of revenues in 2020 to over $800 million, and with the aid of proceeds from its SPAC transaction, further grow to roughly $1.4 billion in 2021. However, the company has a relatively short track record of profitability and cash flow generation, partially due to its high level of acquisition activity and related transaction charges. Still, S&P projects the company's profitability to grow materially starting in 2021 due to its increasing scale and efficiencies, with projected adjusted EBITDA margins in the 5%-6% range and for annual funds from operations to be roughly $50 million. Primary Care will initially have a highly leveraged financial risk profile, but adjusted leverage is projected to drop to an adjusted gross leverage of 3x-4x following the SPAC transaction in 2021. Following the close of the special-purpose acquisition company (SPAC) transaction, along with $800 million proceeds from the concurrent sale of equity, the company plans to use a significant portion of the proceeds to repay $400 million of the senior secured credit facility and put cash to the balance sheet to fund future acquisitions. The combined expected growth in EBITDA and reduction in debt will result in projected adjusted leverage dropping to an adjusted gross 3.6x range, from over 5x. S&P believes leverage should remain well under 4x longer term, despite the company's expected acquisitiveness, as it will have a significant cash balance that will provide funding for acquisitions, and increased EBITDA, over the roughly next three years. Cano Health is a primary care-centric health care services provider that focuses on providing value-based care for Medicare Advantage members. Cano Health leverages its data and technology driven CanoPanorama platform to control health care costs and deliver quality care. The company provides care through its network of 564 physicians, currently mainly in the Florida market, through its 71 owned medical centers and 442 MSO affiliate centers. Cano Health is projected to continue to rapidly grow, having grown its member base to 103,000 members in 2020, more than doubling its membership from 2019. S&P said, "We plan to resolve the CreditWatch when the SPAC transaction closes, at which time the company will receive up to $690 million in proceeds from the Jaws trust account, as well as $800 million in proceeds from a concurrent equity offering, partial proceeds of which will be used repay $400 million of the newly issued senior secured debt. The transaction is expected to close in late first-quarter or early second-quarter 2021. At close, we could raise the issuer credit and senior secured debt rating two notches to 'B+', with the recovery score remaining '3' depending on the company's continued progress toward improved profitability and positive funds from operations and free cash flow generation." PRIMO FARMS: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Primo Farms, LLC 2405 Kansas Avenue Modesto, CA 95358 Chapter 11 Petition Date: December 3, 2020 Court: United States Bankruptcy Court Eastern District of California Case No.: 20-90779 Judge: Hon. Ronald H. Sargis Debtor's Counsel: David C. Johnston, Esq. DAVID C. JOHNSTON 1600 G Street, Suite 102 Modesto, CA 95354 Tel: (209) 579-1150 Email: david@johnstonbusinesslaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Neftali Alberto, managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/JK56EVY/Primo_Farms_LLC__caebke-20-90779__0001.0.pdf?mcid=tGE4TAMA PRIORITY HEALTHCARE: Wins Dec. 19 Plan Exclusivity Extension ------------------------------------------------------------ At the behest of KJM Holdings LLC, Judge Selene D. Maddox of the U.S. Bankruptcy Court for the Northern District of Mississippi extended by 75 days, through and including December 19, 2020, the Debtor's exclusivity period to file a Chapter 11 plan and disclosure statement. The Debtor has filed a Motion to Dismiss Chapter 11 Case and there have been two responses filed to the Motion to Dismiss. "We are confident that the responses that have been filed can be resolved amicably, and has submitted an agreed order to both respondents to our Motion to Dismiss for approval and then presented to the Court so our case can then be dismissed," the Debtor said. In the event the Court declines to dismiss the cases and they remain as active cases on the Court's docket, the Debtor at some point will make use of the exclusive periods to file a plan and disclosure statement. About Priority Healthcare Corp. Priority Healthcare Corp. is a holding company that either owns or is affiliated with other Priority Care pharmacies. It operates in the healthcare, pharmaceutical, and insurance industries. Priority Healthcare and 12 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Lead Case No. 20-11956) on June 2, 2020. At the time of the filing, Priority Healthcare disclosed assets of between $100,001 and $500,000 and liabilities of the same range. KJM Holdings (Bankr. N.D. Miss. Case No. 20-11967) is one of the affiliates related to Priority Healthcare. Judge Selene D. Maddox oversees the case. The Debtors have tapped the Law Offices of Craig M. Geno, PLLC as their legal counsel. QUARTER HOMES: Selling 8 Arizona Houses for $2.181 Million ---------------------------------------------------------- Quarter Homes, LLC, asks the U.S. Bankruptcy Court for the District of Arizona to authorize the sale of the following houses located at: (1) 153 Dry Creek Road, San Tan Valley, Arizona to Progress Residential Homes, LLC for $265,000; (2) 4512 W. Beverly Road, Laveen, Arizona to Abdulhaq Rahimi for $270,000; (3) 1044 E. Stardust Way, San Tan Valley, Arizona to Luis Gonzalez/Victor Perez for $275,000; (4) 4322 E. Whitehall Drive, San Tan Valley, Arizona to Zach Daniel Wallace for $285,000; (5) 7004 W. Shumway Farms Road, Maricopa, Arizona to David Ewell for $275,000; (6) 18676 N. Smith Dr. Maricopa, Arizona to Hector Armando Perez for $267,500; (7) 30451 N. Bareback Trail, San Tan Valley, Arizona to Leesa Castro and Linda Brawley for $288,000; and (8) 45537 W. Morning View Lane, Maricopa, Arizona to Hector Armando Perez and Miriam Perez for $255,000. 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 Dry Creek Rd $290,000 $149,440 $18,550 $97,010 Nov. 24, 2020 Beverly Rd $270,000 $163,900 $18,900 $87,200 Nov. 30, 2020 Stardust Way $275,000 $161,500 $19,250 $94,250 Nov. 30, 2020 Whitehall Dr $285,000 $159,950 $19,950 $105,100 Nov. 30, 2020 Shumway Farms $275,000 $179,000 $19,250 $76,750 Dec. 28, 2020 Smith Drive $267,500 $161,500 $18,725 $87,275 Nov. 24, 2020 236th Avenue $288,000 $171,900 $20,160 $95,940 Dec. 4, 2020 Morning View $255,000 $161,450 $17,850 $75,700 Dec. 2, 2020 Totals: $2,180,500 $1,308,640 $152,635 $719,225 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 $719,225 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 Dry Creek Rd Dec. 9, 2020 Beverly Rd Dec. 10, 2020 Stardust Way Dec. 11, 2020 Whitehall Dr Dec. 11, 2020 Shumway Farms Feb. 8, 2021 Smith Drive Dec. 31, 2020 236th Avenue Dec. 29, 2020 Morning View Dec. 31, 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 Dry Creek Rd $6,625 Beverly Rd $6,750 Stardust Way $6,875 Whitehall Dr $7,125 Shumway Farms $6,875 Smith Drive $6,688 236th Avenue $7,200 Morning View $6,375 Totals: $54,513 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 Contracts is available at https://tinyurl.com/y4e552dd 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 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. RADIO DESIGN: Court Extends Plan Exclusivity Thru December 31 ------------------------------------------------------------- At the behest of Radio Design Group, Inc., Judge Thomas M. Renn extended to December 31, 2020, the Debtor's exclusivity period for filing a chapter 11 plan. James Hendershot, the President of Radio Design Group, disclosed that during September 2020, the Debtor was awarded a development contract by the Navy, with a commitment for $1 million in revenue over the next 12 months. Following the issuance of the contract, the Debtor was able to negotiate the continued use of cash collateral with its secured creditors, Chase Bank, the Internal Revenue Service, and the Oregon Department of Revenue through the end of 2020. A notice of this stipulation was filed with the court on September 23, 2020. While the Debtor's monthly operating reports show a significant drop in revenue and an increase in payables during the second and third quarters of 2020 as a result of the pandemic, the updated projections filed with the cash collateral stipulation, which were based on this updated financial information, show the Debtor is close to coming out of this period of unprecedented financial stress and will be in a position to propose a confirmable plan to pay its debts. The COVID-19 pandemic and the upcoming election, however, continue to cause significant uncertainty for RDG, particularly with the commercial sector. "We believe that we will have much better financial information following the election so that we can prepare reliable projections for the plan," Hendershot said. With the extension, the Debtor will have time to gain sufficient knowledge of the impact of the election on their business to prepare projections for a plan and, hopefully, avoid the need for significant amendments prior to confirmation, and to avoid the potential distraction of competing plans and provide the DIP with the opportunity to propose a feasible plan, which is in the best interests of all parties to this case. About Radio Design Group Radio Design Group, Inc., is a design and engineering firm based in Grants Pass, Oregon. Since its incorporation in 1992, Radio Design has grown from a small RF consulting company specializing in small commercial markets to a vital contributor to unique and innovative products that have advanced the state of technology in both the commercial and defense-related markets. Radio Design sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 19-63617) on Dec. 2, 2019. In the petition signed by James Hendershot, president, the Debtor was estimated to have $1 million to $10 million in assets and liabilities of the same range. Radio Design previously sought bankruptcy protection on July 24, 2014 (Bankr. D. Ore. Case No. 14-62732). Judge Thomas M. Renn is assigned to the case. The Debtor is represented by Loren S. Scott, Esq., at The Scott Law Group. RADIOLOGY PARTNERS: S&P Affirms 'B-' ICR on Mednax Acquisition -------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on the Radiology Partners Holding LLC. The outlook is stable. Radiology Partners Holding LLC received Federal Trade Commission approval to complete its previously announced transaction to acquire Mednax Radiology Solutions for $885 million. The company is issuing $650 million in new senior secured notes and will use $130 million in cash on hand and a $150 million equity infusion to fund the acquisition. S&P said, "We are assigning a 'B-' issue-level rating and '3' recovery rating to the new senior secured notes. The '3' recovery rating reflects our expectation of meaningful (50%-70%; rounded estimate: 55%) recovery in the event of default. The recovery estimate is down from 60% due to the overall increase in senior secured debt. "We view the transaction as credit neutral. We expect the higher debt level to be offset by the incremental EBITDA contribution from Mednax Radiology. Further, the company's use of cash, along with the financial sponsor's equity infusion, keeps the amount of new debt at a level that will keep leverage close to its current level. "We expect Radiology Partners to remain highly leveraged. We expect debt-to-EBTIDA leverage of 8.6x in 2021 and 7.9x in 2022. Radiology Partners has been aggressively acquiring companies over the past several years, and we expect it will continue to require debt as the major source of funding for additional acquisitions, keeping it highly leveraged." The transaction will increase scale. The combination with Mednax Radiology Solutions increases Radiology Partners' geographic footprint and increases density in existing markets. S&P believes the increased scale should improve operating efficiency and lead to margin improvement as well as improve its negotiating position with third-party payers. Business risk from the pandemic remains. An ongoing adverse impact from the coronavirus pandemic could weaken the company's financial results. Radiology Partners and Mednax Radiology both experienced significant volume declines in the second quarter of 2020 because of the pandemic, but volume rebounded to about 90% of pre-pandemic levels in the third quarter. S&P said, "While we cannot predict the pandemic's severity or duration, we do not expect widespread stay-at-home restrictions similar to what occurred early on in mid-March and April. However, as the pandemic becomes more widespread across the country, we think there could be additional local shutdowns, from what we've already seen these past several weeks, and possibly some regional shut-downs that could adversely affect volume." S&P said, "The stable outlook reflects our view that Radiology Partners will enhance scale and increase revenue through its aggressive growth strategy of debt-financed acquisitions. It also reflects our view that the company has enough liquidity to weather the operational challenges created by the pandemic. "We could lower our rating if we thought the company could not generate positive free cash flows (even when excluding nonrecurring acquisition-related costs) and would consistently generate negative free cash flow. This could occur if margins declined by more than 200 basis points (bps) from our base case, resulting in unsustainably high leverage and negative free cash flow that impaired liquidity. "We could raise our rating if the company improved its margins such that it consistently generated positive annual free cash flow, resulting in discretionary cash flow to debt of above 3%. To do so, the company would have to exceed our base case margin assumption by about 300 bps or lower capital expenditures and working capital needs." RS IVY HOLDCO: S&P Assigns Preliminary 'BB-' Issuer Credit Rating ----------------------------------------------------------------- S&P Global Ratings assigned RS Ivy Holdco Inc. a preliminary issuer credit rating of 'BB-', which is driven by its view of ITT Holdings LLC's (IMTT) operations and the pro forma financial policy controlled by financial sponsor Riverstone Holdings. S&P said, "We are also assigning our preliminary 'B' rating to the senior secured term loan, which is based on a recovery rating of '6'. "Pro forma for the transaction, we'd expect IMTT's senior unsecured debt to be equalized with RS Ivy's issuer credit rating at 'BB-' given our expectation for '3' recovery. "We expect RS Ivy to maintain high leverage over the next few years. We consider Riverstone a financial sponsor and we believe financial sponsors are more likely to increase leverage to enhance financial returns. Our forward-looking adjusted debt/EBITDA for RS Ivy is in the 6x–6.5x range for the next few years, after consolidating the new holding company's secured term loan with IMTT's current capital structure. IMTT will be the only operating subsidiary in the new group, so our cash flow projections and business risk analysis will be driven by our view of IMTT's operations. "The new term loan will have mandatory amortization and an excess cash flow sweep. This is a credit positive compared to the peer group, given that it will help the company reduce debt over time. Although our S&P Global Ratings-adjusted leverage at close nears 6.5x, we think leverage will decrease gradually given these structural debt paydown mechanisms, combined with EBITDA growth from expansion projects coming online. Under our base-case assumptions, we think adjusted leverage will decline to 6x over the next few years." The company has the option to prioritize growth spending over the cash sweep, but the company must sweep cash in order to make sponsor distributions. IMTT is the largest pure-play bulk liquid storage provider in the U.S. and has geographic and commodity diversification. The company, with about 45 million barrels (mmbbls) of total storage capacity, has strong market share in both the New York Harbor and lower Mississippi regions. The two areas account for roughly 75% of capacity and cash flows while the remaining terminals are spread across the U.S. and Canada. There is also good diversification among products that it stores, with exposure to heavy products (such as crude and residual oils), distillates, chemicals, gasoline and other liquids. The diverse customer base is a credit positive as well, with the top 20 customers comprising about 65% of revenues, mitigating exposure to the idiosyncratic risks of its customers. The contract profile is short-dated compared to peers, but benefits from a fixed-fee structure and firm commitments with investment-grade counterparties. S&P said, "While the average remaining contract tenure of about 1.7 years detracts from the credit profile, we expect contract length to increase as growth projects come online over the next few years. About 80% of cash flows are derived from fixed-fee contracts and the firm capacity reservations that mitigate volumetric risk and ultimately contribute to a stable EBITDA base. We also think the long term relationships with investment-grade counterparties and a record of extending and renewing expiring contracts mitigates counterparty risk." About 80% of customers are investment-grade companies. While contracts are short to medium term in nature, many customer relationships span over 20 years. S&P said, "We expect IMTT's utilization will be in the low-90% area. The company's utilization has been somewhat volatile over the last few years in the 85% - 95% range. In 2018 and 2019, utilization dropped to the mid-80% area due to shifting fuel regulations, which was followed by a significant repurposing effort. In 2020, utilization climbed largely as a result of market contango for various energy commodities. Although utilization is now in the 95% area, we expect utilization will stabilize around 92% over the next few years, which we consider a normal run-rate level of utilization for a bulk liquid storage company. "Pro forma for the transaction, we expect to fully consolidate IMTT to assess RS Ivy's financial risk. Given that IMTT will be the only operating subsidiary, we expect that the rating on IMTT and RS Ivy will be the same upon transaction close. As such, we would expect IMTT's rating to be 'BB-' upon finalization of this rating, assuming there are no significant changes from our current assumptions. "The stable outlook reflects our view that RS Ivy will maintain consolidated leverage in the 6x - 6.5x range over the next few years, gradually delevering over time. We assume under our base case that IMTT will maintain utilization in the low-90% area while expiring contracts are renewed and extended at market prices. "We could consider a negative rating action if the company's S&P Global Ratings-adjusted consolidated leverage remained above 6.5x in our forecast for an extended period. This could be the result if utilization or market rates fall materially, if demand for the company's services deteriorates such that contracts are unable to be renewed, or if the sponsor increases leverage to pay for distributions or growth capital without an offsetting increase in operating cash flows. "While unlikely at this time, we could consider a positive rating action if RS Ivy reduces debt such that adjusted consolidated debt to EBITDA is sustained below 5x in our forecast." This would likely occur if the company generates free cash flow and the financial sponsor prioritizes debt repayment before equity distributions and growth spending. Any upgrade would be dependent on a view that the sponsor won't relever the company and the cash flow stability won't materially change." RXB HOLDINGS: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable ------------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issuer credit rating to Birmingham, Ala.-based pharmacy benefits optimizer RxB Holdings Inc. (doing business as RxBenefits). At the same time, S&P assigned a 'B-' issue-level and '3' recovery rating to the first lien credit facilities. S&P's stable outlook reflects its expectation for solid revenue growth, adjusted EBITDA margins between 30%-35%, and modestly positive cash flow generation. RxBenefits has high leverage, minimal cash flow generation, and limited scale in the highly competitive pharmacy benefits space. The company partners with the three largest pharmacy benefit managers (PBMs), CVS Caremark/Aetna, Cigna/Express Scripts, and UnitedHealth Group/OptumRx, to provide smaller employers with industry-leading drug cost savings, but layers on additional services that these large PBMs would not typically provide to a smaller employer. This gives partner PBMs additional script volume without the servicing and marketing costs. However, the company does somewhat compete with these much larger PBMs and mid-sized PBMs such as MedImpact Holdings Inc. and WellDyneRX LLC/WD Wolverine Holdings LLC ('B/Negative'), especially with larger accounts. Furthermore, contracts are renewable every year. The company is relatively small. Since its business proposition should be attractive to smaller employers, S&P believes the company should continue to grow quickly for the next few years and expand margins with economies of scale. In addition, the company does not keep rebates or use spread pricing, reducing its exposure to regulatory risks. However, the company's main focus is on smaller employers, as larger employers will likely go directly to the larger PBMs. In addition, barriers to entry are relatively low. The company's contracts with the three largest PBMs are not exclusive. Benefits brokers also play a similar role, steering employers to PBMs. The company's business relies on a continued partnership with three PBMs. The relationship appears to be mutually beneficial, but the loss of one PBM would reduce the company's selling proposition. RxBenefits also relies on benefit consultants (brokers) to bring in clients. Concentration among brokers is much less, with the top five brokers representing about 14% of total lives. Being a middleman between these PBMs, which are notoriously opaque, as well as brokers and employers, could also present some risks. Service issues originating from the partner PBM could cause friction with clients and the company cannot control drug reimbursement for clients. S&P said, "We expect financial policy will remain aggressive, given financial sponsor ownership. We expect the company will continue to focus on organic growth opportunities. We believe the company will most likely pursue tuck-in acquisitions to enhance its offering or capabilities. We expect leverage will remain high, however, with periodic debt-financed distributions, resulting in leverage remaining above 7x and cash flow generation relative to debt remaining low. Combined with elevated capital expenditures over the next two years, we expect adjusted free cash flow (excluding working capital movements related to floating pass-throughs) between $8 million-$12 million in 2021 and 2022. "The stable outlook reflects our expectation that revenue growth will slow to the mid-single-digit area in 2021 as a result of the pandemic before rebounding to double-digit growth, as well as EBITDA margins in the 30%-35% range. It also reflects our expectation that the company will generate modest positive free cash flow." S&P could lower the rating if RxBenefits' free cash flow is not able to cover fixed charges, including debt amortization. This could happen as a result of: -- A prolonged recession; -- Increasing competition; or -- The loss of significant broker relationships. Although unlikely in the next 12 months, S&P could raise the rating if: -- The company continues to show top-line growth; -- Free cash flow (excluding favorable working capital movements) remains above $20 million; and -- Free operating cash flow to debt rises above 3%. SAXON SHOES: Files Reorganization Plan; Sales Rise -------------------------------------------------- Jack Jacobs of Richmond Bizsense reports that with a reorganization plan in the works to help it stay in business and avoid liquidation, Saxon Shoes owner Gary Weiner is feeling more upbeat about its future. The 65-year-old company, a fixture of the Richmond retail scene, filed for bankruptcy protection in August after it was pummeled by the coronavirus pandemic. The Henrico County-based chain was one of many retailers that have struggled as a result of extended temporary store closures and other economic disruptions. Upon filing Chapter 11 this summer, Weiner said fall looked like it would be a rout, the spring had an uncertain outlook and talks with landlords and vendors were a challenge. Speaking Tuesday, Weiner's tune had changed. Black Friday was a success, foot traffic has picked up and the company's revamped website has seen sales increase as much as 15 fold. And he's more optimistic about spring sales. The company also has renegotiated the leases for its two stores at Short Pump Town Center and Spotsylvania Towne Centre. "We have been able to renegotiate two strong and appropriate leases," Weiner said. "We loaded both stores with new products for the fall. We're planning a lot of orders for the spring." The company last month filed its Chapter 11 reorganization plan, which would allow it to restructure its debts and make payments to creditors through 2023. The proposed plan, which must still be approved by creditors and the bankruptcy court, provides for a payout of no less than 10 percent of the company's estimated $1.9 million in general unsecured debt. Among the company’s largest creditors are Mull ($400,000), Atlantic Union Bank ($302,000), Short Pump Town Center ($179,000), Spotsylvania Towne Centre ($55,300), American Express ($25,700), Dansko ($38,200), and New Balance ($47,000), according to a list included in the filing. The reorganization plan says it has enough cash over the course of the plan's timeline to make required payments. Financial projections show the debtors will have access to roughly $600,000 through March 31, 2021. The final plan payment would be paid by March 31, 2023, according to the Nov. 12 reorganization filing. In arguing in favor of the plan, Saxon states in the filing that reorganization is a better bet for creditors than liquidation based on the fact that its main asset is its inventory, which has a liquidation value of $1.1 million. That amount plus bankruptcy expenses would net less for creditors in the end, the company argues. The reorganization plan is scheduled for consideration at a hearing on Jan. 5, 2020. Saxon is represented in its bankruptcy by attorney Paula Beran of Tavenner & Beran. Saxon plans to keep its store in Short Pump Town Center as well as its store in Fredericksburg open, Weiner said. The company, which in addition to footwear also sells accessories and handbags, was founded by Weiner's parents in 1953. "As tough as it's been, it's great to see who's out there and how much we have learned through this process," Weiner said. About Saxon Shoes Saxon Shoes Spotsylvania, LLC owns and operates full-service shoe stores in Virginia, which offer a selection of styles and sizes for men, women and children. Visit www.saxonshoes.com for more information. Saxon Shoes Spotsylvania and parent company Saxon Shoes, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 20-33454) on Aug. 14, 2020. Gary L. Weiner, president and manager, signed the petitions. At the time of the filing, each Debtor had total assets of $4,017,418 and liabilities of $5,428,682. Judge Kevin R. Huennekens oversees the cases. Tavenner & Beran, PLC is Debtors' legal counsel. On Aug. 14, 2020, Richard C. Maxwell, Esq., was appointed as Subchapter V trustee in Debtors' bankruptcy cases. SEAGATE TECHNOLOGY: S&P Affirms 'BB+' Issuer Credit Rating ---------------------------------------------------------- S&P Global Ratings affirmed its 'BB+' issuer credit rating on Seagate Technology PLC. At the same time, S&P assigned its 'BB+' issue-level rating and '3' recovery rating to the new notes, which are the same as its ratings on the company's existing unsecured notes. S&P said, "We view Seagate's leveraged share buybacks as credit negative, though we believe it can maintain gross leverage below our 3x downgrade threshold. The company's S&P Global Ratings-adjusted gross leverage for the trailing 12 months is 2.4x or 2.9x pro forma for the new notes issuance. We expect Seagate's leverage to remain in this area for the next several quarters before falling to 2.7x in fiscal year 2022 (ending in June). We believe most enterprises have been cautious amid the current macroeconomic environment and constrained their spending on on-premises technology equipment and that the growth in hyperscale data center spending slowed during the first half of fiscal year 2021. We expect an improving macroeconomic environment in calendar year 2021 to lead enterprises to try and catch up on needed investments and that the fast growth in the demand for cloud computing resources will require hyperscalers to accelerate their spending, which will enable Seagate to modestly improve its credit metrics." Falling flash prices and increasing solid-state drive (SSD) adoption have cannibalized certain HDD use cases. The significant rise in flash memory production has made SSDs for personal computers and peripherals that rely on speed and performance increasingly cheap. The rapid decline in flash prices has narrowed the cost differential between SSDs and HDDs used in the consumer market. Therefore, legacy product sales accounted for just 34% of Seagate's revenue last quarter, down from 53% in the quarter ended Dec. 28, 2018. Hyperscale data centers are supporting increasing demand, though it comes with high variability. Significant demand for cloud computing resources, online video, and internet traffic has required hyperscalers to rapidly expand their investment and they typically look to HDDs to provide a cost-effective solution for the storage of data that does not require high-speed access. This use case is not vulnerable to displacement by flash memory, as it is in the personal computing space, because an SSD is several times more expensive than an equivalent HDD. While the differential is not a large portion of the overall price of a personal computer, data centers can manage their traffic so that they satisfy their low-performance requirements with HDDs and reserve flash memory for cases that require fast response times. Because of this, hyperscalers are a sustainable driver of revenue growth for Seagate. However, these customers are aggressive price negotiators and their demand can be volatile because a small number of buyers account for the bulk of the demand. Nevertheless, the long-term trend is positive given that mass capacity drives accounted for 58% of the company's revenue last quarter, up from 39% in the quarter ended Dec. 28, 2018, and S&P expects it to reach 70% in fiscal year 2022 when the segment will be large enough to offset the decline in demand for its legacy products used for personal computing. Seagate has a shareholder-friendly financial policy. The company's shareholder returns have exceeded its cash flow over the last two fiscal years as it has spent down excess cash and it is currently proposing another debt issuance to support further buybacks. Going forward, S&P believes Seagate intends to allocate all of its cash flow toward dividends and share buybacks. S&P said, "Despite our forecast that Seagate's leverage will reach our 3x downgrade threshold next quarter, the stable outlook reflects our belief the September and December quarters will represent the trough of the latest cycle due to constrained enterprise spending and the digestion of prior investments by hyperscale data centers. The outlook also reflects our expectation that the company's operating performance will improve in calendar year 2021 as its customers release their pent-up demand amid a recovering macroeconomic environment. "We could lower our rating on Seagate if it sustains leverage of over 3x. This could occur if the rise in the demand from hyperscalers and enterprises is slower than we expect, if industry supply discipline wanes and leads to significant price competition, or if SSD prices fall faster than expected resulting in accelerating declines for its legacy HDD products. We would also likely downgrade the company if it undertook another leveraged share repurchase. "While unlikely over the next 12 months, we could consider raising our rating on Seagate over the longer term when the revenue from its growing mass capacity products is large enough to offset the decline in the demand for its legacy products such that it maintains consistent revenue and earnings growth. We would also require the company to maintain leverage of less than 2x, after incorporating HDD market cyclicality and future shareholder returns, before raising our rating." SELECTIVE INSURANCE: S&P Gives BB+ Rating to Preferred Stock ------------------------------------------------------------ S&P Global Ratings said it assigned its 'BB+' preferred stock rating to Selective Insurance Group Inc.'s ('BBB/Stable') perpetual noncumulative preferred stock series B. S&P expects Selective to use the proceeds for general corporate purposes. It classifies the notes as having intermediate equity content. It includes securities of this nature, up to a maximum of 15%, in its calculation of total adjusted capital, which forms the basis of our consolidated risk-based capital analysis of insurance companies. S&P said, "We forecast, pro forma for this transaction, financial leverage, including the company's planned repayment of its FHLB debt later this year, to be about 21% at year-end 2020. Over the next two years, we expect financial leverage to decline modestly, with fixed-charge coverage of about 8x in 2020, then return to about 9x in 2021 and 2022." SNAP KITCHEN: Files for Chapter 11 After Announcing Closures ------------------------------------------------------------ The owner of Snap Kitchen, an Austin-based healthy prepared meals company, has sought Chapter 11 bankruptcy protection. Snap Kitchen Investments filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Southern District of Texas. Hard hit by the impacts of the pandemic, the fast-casual chain announced in early November that it will close at least 20 of its 33 locations. The closure includes 14 stores across Texas. The chain's website said that it had 33 stores in Texas and Philadelphia, with the ability to ship meals to 15 states. "Like so many others, our retail stores have suffered greatly in the wake of COVID-19 and its devastating impact on retail and the foodservice industry," CEO Anthony Smith wrote in November. "Snap Kitchen was not immune to the effects of the pandemic and, in order to survive as a company, we’ve had to make the incredibly tough decision to shutter the majority of our stores and say goodbye to many of our dedicated employees." About Snap Kitchen Investment Snap Kitchen is an Austin, Texas-based healthy prepared meals company. It had 33 stores in Texas and Philadelphia but announced in November 2020 that it is closing at least 20 of 33 locations due to the impacts of the pandemic. Snap Kitchen Investments, LLC, doing business as Snap Kitchen, sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 20-60083) on Dec. 4, 2020. The Debtor was estimate to have assets of $0 to $50,000 and liabilities of $1 million to $10 million as of the bankruptcy filing. The Hon. Christopher M. Lopez is the case judge. MUNSCH HARDT KOPF & HARR, P.C., led by Thomas D. Berghman, is the Debtor's counsel. SNAP KITCHEN: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Snap Kitchen Investments, LLC DBA Snap Kitchen PO Box 28907 Austin, TX 78755 Business Description: Founded in 2010 in Austin, Texas, Snap Kitchen -- https://www.snapkitchen.com -- is a privately held company in the restaurants industry. Snap has stores in Texas & Philadelphia, with options for on-demand delivery, lifestyle plans & in- store pickup. Chapter 11 Petition Date: December 4, 2020 Court: United States Bankruptcy Court Southern District of Texas Case No.: 20-60083 Judge: Hon. Christopher M. Lopez Debtor's Counsel: Thomas D. Berghman, Esq. MUNSCH HARDT KOPF & HARR, P.C. 500 N. Akard Street, Suite 3800 Dallas, TX 75201-6659 Tel: 214-855-7500 Email: tberghman@munsch.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Tony Smith, interim CEO. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/A44PCFI/Snap_Kitchen_Investments_LLC__txsbke-20-60083__0001.0.pdf?mcid=tGE4TAMA SOUTH COAST: Trustee Proposes Auction Sale of Business Assets ------------------------------------------------------------- Thomas H. Casey, the duly appointed and acting Chapter 11 Trustee for the Estate of South Coast Behavioral Health, Inc., asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize the bidding procedures relating to the sale of majority of assets as a going concern business to Yogesh Desai, his designees, nominees, or assigns for $5.8 million, on the terms of their Asset Purchase Agreement, subject to overbid. The Trustee has engaged in substantial efforts to market the Debtor's business despite delays caused by the COVID-19 pandemic. The Debtor had retained American Healthcare Capital, LLC ("AHC") on Sept. 19, 2019, to assist in these services. Unable to find a purchaser, AHC consensually terminated its employment by the estate. The Trustee retained The Braff Group ("TBG") as its investment banking advisor. The Braff Group has exposed the opportunity to purchase the business of the Debtor to a nationwide group of over 350 persons and entities engaged in aspects of the behavioral health industry. Several parties have indicated to Braff Group an intention to bid at any auction conducted for the sale of the business. The Trustee has now selected the offer that is the subject of the Sale Motion. The offer of the Stalking Horse Bidder will be subject to overbids from qualified bidders at an auction to be conduct during the hearing on the Sale Motion. The Trustee determined that the offer from the Stalking Horse Bidder represented the highest and best offer with the most certainty currently available and established a substantial floor for further bidding. He will continue to engage in marketing efforts to produce competing bids until the deadline set forth in the Bidding Procedures. The Trustee has sought and obtained Court the engagement of Nelson Hardiman as special counsel to assist and advise him with matters pertaining to negotiating, documenting, and closing a sale of the business as a going concern, including drafting a standard form asset purchase agreement to be used by all bidders for presentation of offers. The Trustee proposes to require all bidders, including the Stalking Horse Bidder, to present offers in the form of the Standard APA Form, with any changes to the Standard APA Form indicated by redlining. It will make it easier for the Trustee to identify and understand any differences in competing offers and determine which offer provides the greatest value to the estate. The Trustee proposes to sell a majority of the Debtor's assets as a going concern business to the Stalking Horse Bidder, free and clear of all liens, encumbrances, claims, and interests. On Nov. 25, 2020, the Trustee, on behalf of the Estate, and the Stalking Horse Bidder executed the Amended Purchase Offer. The Amended Purchase Offer will be reflected in a Stalking Horse APA and is subject to overbids from qualified bidders at an auction to be conducted at or prior to the Sale Hearing on the Motion. The salient terms of the Amended Purchase Offer and the Standard Form APA are: a. The Purchase Price consists of $5.8 million. b. The Deposit consists of $250,000 which will be applied to the Purchase Price. c. The Assets consists of all of the Debtor's licenses, agreements, accreditations, contracts, including the Assumed Leases and all Assumed Executory Contracts, furniture, fixtures, equipment , personal property, utility deposits, and lease deposits for the Assumed Leases, intellectual property, and goodwill, except for the Excluded Assets d. The Assumed Leases includes assumption and assignment to the Purchaser of the real property leases of the following real properties: (i) 2220 University Drive, Newport Beach, CA 92660, (ii) 6 Banyan Tree Lane, Irvine, CA 92612, (iii) 559 Pierpont Drive, Costa Mesa, CA 92626, (iv) 5302 Kenilworth Drive, Huntington Beach, CA 92649, (v) 1958 Balearic Drive, Costa Mesa, CA 92626, (vi) 1068 San Pablo Circle, Costa Mesa, CA 92626, (vii) 275 E. Wilson Street, Costa Mesa, CA 92627, (viii) 3151 Airway Avenue, N-1, Costa Mesa, CA 92626, and (ix) 3151 Airway Avenue, N-2, Costa Mesa, CA 92626. These Leases may be Rejected Leases at option of Purchaser. e. Assumed Executory Contracts specifically includes all insurance provider agreements, including the Anthem Blue Cross Mental Health Participating Hospital/Facility Agreement, Effective Date Aug. 20, 2015 and such other executory contracts as are designated by Purchaser for assumption. f. The "Rejected Leases" as used means all real property leases other than the Assumed Leases, and may include one or both locations at 3151 Airway Avenue, Costa Mesa, CA 92626 at the Purchaser's option. g. The "Rejected Executory Contracts" means any executory contracts not designated by the Purchaser for assumption prior to the Closing Date. h. The Closing will occur no more than 30 days after satisfaction of all Conditions. i. Following the Closing Date, the Purchaser will have a right of first refusal to purchase the bankruptcy estate’s interest in the real properties commonly known as 1958 Balearic Drive, Costa Mesa, CA 92626, 1068 San Pablo Circle, Costa Mesa, CA 92626, and 275 E. Wilson Street, Costa Mesa, CA 92627, for a period of six months following the Closing Date, which right may be exercised by matching the prevailing purchase price and terms of any proposed sale of any of such properties at any sale hearing or auction conducted for such purpose pursuant to section 363 of the Bankruptcy Code. In addition to the Stalking Horse APA, the Stalking Horse Bidder (or the Winning Bidder) will be required to enter into the Management and Operations Transfer Agreement ("MOTA"). The MOTA is intended to resolve the issues that occur in closing and transferring operations of a healthcare provider to a new purchaser. The salient terms of the Bidding Procedures are: a. Bid Deadline: Dec. 7, 2020 at 3:00 p.m. (PST) b. Initial Bid: A purchase price that is no less than (a) if Bidder is an Excluded Bidder, the sum of $5,900,000; or (b) if the Bidder is a Non-Excluded Bidder, the sum of $5.9 million divided by .93, rounded to the nearest increment of $5,000 (i.e., $6.345 million). c. Deposit: $250,000 d. Auction: The Auction to determine the successful bidder for the Purchased Assets will be conducted on Dec. 17, 2020 at 10:00 a.m. (PST). It will be conducted via virtual live video stream. Interested creditors and parties-in-interest will be allowed to monitor both the video and audio feed, but will not have a live line and will not be seen nor heard during the Auction. Creditors and parties in interest monitoring the auction are expressly prohibited from contacting or attempting to contact any Qualified Bidder or their representatives during the auction. Creditors and parties in interest wishing to monitor the proceedings may contact Becky Metzner via email at becky@ringstadlaw.com at least two business days before the auction to arrange access. e. Bid Increments: $5,000 f. Sale Hearing: Dec. 21, 2020 at 2:00 p.m. (PST) The Braff Group is entitled to a commission of 7% of the gross selling price for all bidders except for certain parties who had been contacted in connection with the potential purchase of the Sale Assets prior to the engagement of The Braff Group. Overall, the benefits of the proposed sale greatly exceed those of any piecemeal liquidation and avoids the risk, expense and delay inherent in a reorganization through an "earn-out" plan. The proposed sale is supported by sound business reasons and is in the best interests of the Trustee and the Estate. The Trustee proposes that the following creditors would be paid in full from the sale proceeds upon the later of (i) the Closing; or (ii) the allowance of the secured amount of the claim: (a) Internal Revenue Service, POC No. 2 - $381,092, and (b) Comerica Bank, POC No. 33 - $150, 880. There may be other parties asserting a security interest in one or more discrete assets which the Trustee does not dispute, securing such items as motor vehicle leases and real estate leases. Since the Trustee intends to pay these secured claims in full upon allowance of their claims from the sale proceeds, so the sale will be free and clear of Interests. Pursuant to the Stalking Horse APA, the Purchased Contracts are selected for assumption by the Debtor and assignment and sale to the Purchaser. The Trustee asks authority to assume, assign, and sell the estates' interests in the Purchased Contracts to the Purchaser (or the Winning Bidder), subject to payment of the cure amount designated for each such Purchased Contract and any adequate assurance of future performance which the Court may order Purchaser or Winning Bidder to provide upon the request of a party in interest. Finally, in order to allow the immediate realization of value from the proposed sale, the Trustee respectfully asks that any orders on the Motion be effective immediately, notwithstanding the 14-day stay imposed by Bankruptcy Rules 6004(h) and 6006(d). A hearing on the Motion is set for Dec. 21, 2020 at 2:00 p.m. A copy of the Agreement is available at https://tinyurl.com/yyt3cke9 from PacerMonitor.com free of charge. 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. STOREWORKS TECHNOLOGIES: Dec.16 Plan Confirmation Hearing Set ------------------------------------------------------------- StoreWorks Technologies, Limited and ATA Development, LLC filed with the U.S. Bankruptcy Court for the District of Minnesota a Second Amended Disclosure Statement regarding a Plan on October 14, 2020. On October 22, 2020, Judge Katherine A. Constantine approved the Second Amended Disclosure Statement and ordered that: * December 16, 2020, at 10:00 a.m., in Courtroom 2C, United States Courthouse, 316 North Robert Street, St. Paul, Minnesota 55101 is the hearing to consider confirmation of the plan. * Seven days prior to the hearing is the last day to timely serve and file an objection. * Five days prior to the hearing is fixed as the last day to timely file the ballots to accept or reject the plan. A full-text copy of the order dated October 22, 2020, is available at https://tinyurl.com/y6xvduz6 from PacerMonitor at no charge. About StoreWorks Technologies StoreWorks Technologies, Limited -- https://www.storeworks.com/ -- is a computer systems design company located in Eden Prairie, Minn., with a goal to revolutionize retail operation through the application of technology. StoreWorks provides comprehensive solutions to retailers in these segments: kiosk, mobility payments, digital signage, store-level peripherals, back office revolution and network infrastructure. StoreWorks Technologies sought Chapter 11 protection (Bankr. D. Minn. Case No. 19-43814) on Dec. 20, 2019. In the petition signed by CEO Anil Konkimalla, the Debtor was estimated to have between $1 million and $10 million in both assets and liabilities. Judge Katherine A. Constantine oversees the case. Fredrikson & Byron, P.A., is the Debtor's legal counsel. SYRACUSE DIOCESE: April 15, 2021 Deadline for Proofs of Claim ------------------------------------------------------------- Roman Sentinel reports that a court order has been issued establishing April 15, 2021, at 11:59 p.m. as the deadline/bar date for filing proofs of claim in the Diocese of Syracuse's Chapter 11 reorganization proceeding, the Diocese announced. The order by Chief Judge Margaret Cangilos-Ruiz of the U.S. Bankruptcy Court Northern District of New York, signed Nov. 6, 2020, - directs all claimants to submit their claims on or before the bar date. If claimants do not file a timely proof of claim, they may forfeit their right to vote on any plan of reorganization and to share in any distributions made to creditors in connection with the Diocese’s Chapter 11 case, according to the announcement. A copy of the signed order, and information on how to file a proof of claim, may be obtained by visiting http://case.stretto.com/dioceseofsyracuse/fileaclaimor by calling toll-free at 855-329-4244. The Diocese of Syracuse filed for protection under Chapter 11 of the U.S. Bankruptcy Code on June 19, 2020, in U.S. Bankruptcy Court Northern District of New York. The action came after Child Victims Act lawsuits were filed against the Diocese of Syracuse that named clergy from the past several decades, including some who had connections to Oneida County sites. The bankruptcy filing followed similar moves by some other Roman Catholic dioceses facing financial pressures from lawsuits that began in 2019 under the Child Victims Act. On the day of the Diocese of Syracuse’s bankruptcy filing, Bishop of Syracuse Douglas J. Lucia said, "it is my hope that during this process of reorganization and following its completion, we will continue to pray for the healing of those who had been harmed during this very dark chapter of the church." "As your Bishop, I must again, apologize for these heinous acts and ask you all to join me in our diocesan commitment that these acts will never take place again," he added. About The Roman Catholic Diocese of Syracuse The Roman Catholic Diocese of Syracuse, New York, through its administrative offices (a) provides operational support to the Catholic parishes, schools and certain other Catholic entities that operate within the territory of the Diocese in support of their shared charitable, humanitarian and religious missions; (b) conducts school operations by managing tuition and scholarship payments, employee payroll, and other school related operating expenses for separately incorporated Diocesan schools, as well as providing parish schools with financial, operational and educational support; and (c) provides comprehensive risk management services to the OCEs through the Diocese's insurance program. For more information, visit www.syracusediocese.org/ The Roman Catholic Diocese of Syracuse, New York, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bank. N.D.N.Y. Case No. 20-30663) on June 19, 2020. Stephen A. Breen, chief financial officer, signed the petition. At the time of filing, the Debtor estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities. Judge Margaret M. Cangilos-Ruiz oversees the case. The Debtor tapped Bond, Schoeneck and King, PLLC as its legal counsel and Stretto as claims agent and administrative advisor. The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in the Debtor's bankruptcy case. The committee tapped Stinson, LLP as legal counsel and Saunders Kahler, L.L.P. as local counsel. TIDEWATER ESTATES: Ladner Buying Hancock County Propty for $120K ---------------------------------------------------------------- Tidewater Estates, Inc., asks the U.S. Bankruptcy Court for the Southern District of Mississippi to authorize the sale of a parcel of real property located in Hancock County, Mississippi, immediately North of the City of Diamondhead, Mississippi, to Roxanne Ladner for $120,000, cash, on the terms of their Contract for the Sale and Purchase of Real Estate, dated Nov. 20, 2020. At the time of the filing of the Petition, the Debtor was the owner of the Property. The Property is approximately 30 acres South of Kiln-Delisle Road identified on the 2020 Appraisal as Tract 5, plus 13 acres in irregular shape on the South end of Parcels 3 and 4. The Debtor entered into the Contract as to Property to sell to the Buyer. The Purchase Price would be $120,000 cash/cash equivalent. If approved by the Court, the sale of the property will be closed by Jan. 15, 2021. The Purchaser has agreed to pay all closing costs and pay for a survey. The sale will be sold free and clear of all liens. As set forth in the Contract, the Debtor has agreed to pay the following expenses only: (i) a Real Estate Commission of 8% of the sale price to Paulette Snyder with Re/Max Coast Delta Realty, (ii) taxes due for 2020 and prior years, and (iii) prorated taxes for 2021 to the date of closing. A real estate commission will become due on the sale to Paulette Snyder and RE/Max Coast Delta Realty, and the Debtor will apply for authority to employ said Paulette Snyder and Re/Max Coast Delta Realty for the bankruptcy estate prior to the closing date. The sale contemplated by the Motion should release the Property from all existing liens and transfer such lien to the proceeds of sale. Interested party and alleged creditor, Gregory E. Bertucci filed a Lis Pendens Notice with the Chancery Clerk of Hancock County, Mississippi on Dec. 30, 2015, recorded at Lis Pendens Book 2015, Page 45, which, until cancelled in whole or in part, manifests a lien on all of the Debtors real property, including the property proposed to be sold. Gregory E. Bertucci has filed a claim, (Claim No. 1), in the case for $364,378, to which the Debtor has objected as barred by the applicable statutes of limitations, not supported by documentation and improperly submitted (in part) on behalf of third parties, via Adversary Proceeding No. 20-06032-KMS before the Court. Said Adversary Proceeding also asks that the Court determines its validity and extent of the alleged lien manifested by the aforementioned lis pendens notice, and find that the lis pendens is invalid and should be cancelled in its entirety. After the sale of the 30 acres here sought to be sold, the Debtor will have property of adequate value to pay all of its obligations, and to protect the claim of Gregory E. Bertucci in the event it is determined to be valid. The value of the remaining property will be, according to the Sept. 1, 2020 Appraisal of Allen Purvis & Associates, jointly commissioned by the Debtor and Gregory E. Bertucci, in excess of $1.9 million dollars. A copy of the Contract is available at https://tinyurl.com/y3qbp4tm from PacerMonitor.com free of charge. About Tidewater Estates Tidewater Estates, Inc. filed its voluntary petition for relief under CHapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 20-50955) on June 9, 2020. In the petition signed by Emile A. Bertucci, III, director, secretary/treasurer, the Debtor was estimated to have $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The Debtor is represented by Patrick Sheehan, Esq. at SHEEHAN AND RAMSEY, PLLC. TIDWELL BROS: Jan. 5 Hearing on Disclosure Statement ---------------------------------------------------- Judge Jerry A. Funk has set a hearing for Jan. 5, 2021 at 2:30 p.m., in 4th Floor Courtroom D, 300 North Hogan Street, Jacksonville, Florida, to consider and rule on the disclosure statement of Tidwell Bros. Construction Inc. fka Tidwell Bros. Paving, Inc. and any objections or modifications and to consider any other matter that may properly come before the Court. Any objection to the proposed disclosure statement must be filed and served seven days before the hearing date. About Tidwell Bros. Construction Tidwell Bros. Construction Inc. is a privately held construction company in Florida serving industrial, commercial, and residential clients. It specializes in all phases of earthwork, paving, construction/demolition, and aggregate production. Tidwell Bros. Construction Inc. filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-00837) on March 6, 2020. The petition was signed by Anthony J. Tidwell, president. At the time of filing, Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Cynthia C. Jackson oversees the case. TIDWELL BROS: Plan Says Unsecureds to Recover 100% in 3 Years ------------------------------------------------------------- Tidwell Bros. Construction Inc. f/k/a Tidwell Bros. Paving, Inc. filed with the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, a Disclosure Statement and Plan of Reorganization on October 23, 2020. The Debtor seeks to continue its business operations while restructuring and streamlining its outstanding debts. The Debtor required the use of cash to operate, and yet 100% of its receivables were being directed to its factoring/merchant cash advance creditor, Centennial Bank. The Debtor also has significant prepetition debt with regard to its equipment financing and rental lessors/creditors. The chapter 11 case allowed for the Debtor to access it funds while proposing a payment plan that will benefit all creditors. Class 17 consists of the Allowed Claims of the general unsecured creditors of the Debtor. The Debtor estimates the aggregate amount of Class 17 general unsecured claims totals approximately $363,749.00. Each holder of an Allowed general unsecured claim against the Debtor shall be paid in full over a period of three years at 3.5% interest, in quarterly payments of $31,975.80 (distributed pro rata), with such payments totaling, including interest, $383,709.60. Class 18 consists of the Equity Interests in assets of the Estate, which are retained under the Plan. All property of the Estate shall revest in the Reorganized Debtor and Anthony and James Tidwell shall retain their equity ownership interests. All payments as provided for in the Debtor's Plan shall be funded by the Debtor's Cash on Hand and operating income. The Debtor believes that this Plan is in the best interest of creditors as the restructuring of the Debtor will allow for greater cash flow and subsequent higher distributions. A full-text copy of the Disclosure Statement dated October 23, 2020, is available at https://tinyurl.com/y4wzd7vv from PacerMonitor at no charge. Attorneys for the Debtor: Wernick Law, PLLC Aaron A. Wernick, Esq. 2255 Glades Road, Suite 324A Boca Raton, Florida 33431 (561) 961-0922 (561) 431-2474 fax awernick@wernicklaw.com About Tidwell Bros. Construction Tidwell Bros. Construction Inc. is a privately held construction company in Florida serving industrial, commercial, and residential clients. It specializes in all phases of earthwork, paving, construction/demolition, and aggregate production. Tidwell Bros. Construction Inc. filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-00837) on March 6, 2020. The petition was signed by Anthony J. Tidwell, president. At the time of filing, Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Cynthia C. Jackson oversees the case. TONOPAH SOLAR: Court Confirms Chapter 11 Plan --------------------------------------------- Law360 reports that a bankrupt, $1 billion effort to build a 110-megawatt "molten salt" power tower secured confirmation of its Chapter 11 plan in Delaware late Thursday, December 3, 2020, moving forward a private deal to partially repay taxpayers and repair the idled Nevada generating plant. U.S. Bankruptcy Judge Karen B. Owens found Tonopah Solar Energy LLC's plan feasible, despite uncertainties about the long-term success of Crescent Dunes Solar Energy Project and the challenges raised by two creditors throughout the case and during confirmation. "Feasibility does not need to require a guarantee of success" under the Bankruptcy Code, Judge Owens noted. About Tonopah Solar Energy Tonopah Solar Energy, LLC owns and operates a net 110-megawatt concentrated solar energy power plant located near Tonopah in Nye County, Nevada. The power plant is also known as the Crescent Dunes Solar Energy Project, which is the first utility-scale concentrated solar power plant in the United States to be fully integrated with energy storage technology. Tonopah Solar Energy sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-11884) on July 30, 2020. At the time of the filing, Debtor had estimated assets of between $500 million and $1 billion and liabilities of between $100 million and $500 million. Judge Karen B. Owens oversees the case. The Debtor tapped Young, Conaway, Stargatt & Taylor LLP and Willkie Farr & Gallagher LLP as its legal counsel, Houlihan Lokey Inc. as investment banker, and Epiq Corporate Restructuring, LLC as claims agent and administrative advisor. FTI Consulting, Inc., provides turnaround management services. TRANSPINE INC: Has Until Jan. 15, 2021 to File Plan & Disclosures ----------------------------------------------------------------- Judge Victoria S. Kaufman of the U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, has entered an order within which debtor Transpine, Inc. must file a proposed chapter 11 plan and related disclosure statement no later than January 15, 2021. In addition, the Debtor or any appointed chapter 11 trustee must file a status report regarding the Debtor's progress toward confirming a chapter 11 plan, to be served on the Debtor's 20 largest unsecured creditors, all secured creditors, and the United States trustee, no later than January 28, 2021. About Transpine Inc. Transpine, Inc., based in Tarzana, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-11286) on July 22, 2020. In the petition signed by CEO Nisan Tepper, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Victoria S. Kaufman presides over the case. LESLIE COHEN LAW PC, serves as bankruptcy counsel to the Debtor. TRANSPORTER OF ARIZONA: Dec. 16 Plan Confirmation Hearing Set ------------------------------------------------------------- The Transporter of Arizona, LLC, filed with the U.S. Bankruptcy Court for the District of Arizona an Amended Disclosure Statement regarding the Amended Plan of Reorganization on August 5, 2020. On Oct. 23, 2020, Judge Brenda Moody Whinery approved the Amended Disclosure Statement and established the following dates and deadlines: * Dec. 16, 2020 at 10:00 a.m. is the telephonic hearing to consider whether to confirm the Plan. * Dec. 9, 2020 is fixed as the last day for any party desiring to object to confirmation of the Plan to file a written objection with the Court. * Dec. 9, 2020 is fixed as the last day for any creditor desiring to vote for or against confirmation of the Plan to complete and sign a Ballot. * The Confirmation Hearing is the deadline for any creditor to file a complaint objecting to the discharge of the debtor. A full-text copy of the order dated October 23, 2020, is available at https://tinyurl.com/y64uxtbo from PacerMonitor.com at no charge. Attorneys for the Debtor: Thomas H. Allen David B. Nelson ALLEN BARNES & JONES, PLC 1850 N. Central Ave., Suite 1150 Phoenix, Arizona 85004 Tel: (602) 256-6000 Fax: (602) 252-4712 Email: tallen@allenbarneslaw.com dnelson@allenbarneslaw.com About The Transporter of Arizona The Transporter of Arizona, LLC, a trucking company in Yuma, Ariz., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-01311) on Feb. 7, 2020. The petition was signed by Luis M. Barriga, member and manager. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Brenda Moody Whinery oversees the case. Allen Barnes & Jones, PLC serves as the Debtor's legal counsel. TRIDENT BRANDS: Converts $17.7 Million of Indebtedness Into Equity ------------------------------------------------------------------ Trident Brands Incorporated, a Nevada corporation, entered into that certain Fourth Amendment to Convertible Promissory Notes, with Fengate Trident LP, the holder of the Notes. Immediately prior to the transactions, the Company was indebted to the Note Holder in the aggregate principal amount of $22.3 million as follows: $12.3 million and $10 million. In addition, the Company owed aggregate accrued interest of $5,359,392 on the 2016 Convertible Notes and the Amended SPA Notes. Conversion of $17.7 million of Indebtedness into Company Equity In connection with the Fourth Amendment, the Note Holder has agreed to convert aggregate principal and accrued interest of $17,659,392 into equity of the Company. As of the Effective Date, the Company and Note Holder have agreed that the Company will issue the Note Holder 29,432,320 shares of Company Preferred Stock in full and complete satisfaction of (i) all amounts owing under the 2016 Convertible Notes through Nov. 30, 2020 (including accrued interest thereon) and (ii) all accrued interest on the Amended SPA Notes through Nov. 30, 2020. This transaction represents the conversion of aggregate principal and accrued interest of $17,659,392 into Preferred Stock at the rate of $.60 per share. The $17,659,392 is comprised of $12.3 million of principal owing under the 2016 Convertible Notes and all accrued interest owing under both the 2016 Convertible Notes and the Amended SPA Notes (an aggregate of $5,359,392). Under the terms of the Fourth Amendment, the Preferred Stock shall be (i) voting shares, with the same voting rights as common shares, except the Preferred Stock shall have no vote in respect of election of directors, (ii) entitled to such dividends as the Board of Directors of the Company may in its discretion declare (and no dividends may be declared on the Company's other classes of shares unless a dividend is declared on the Preferred Stock), (iii) have a preference in liquidation ahead of all other classes of Company shares, (iv) be entitled upon a sale of the Company (to be further defined in definitive agreements) to receive the consideration that would be payable in respect of that number of shares of common stock of the Company equal to the number of shares of Preferred Stock (on a one-for one basis with the Company common stock), and (v) otherwise on such other terms and conditions as are mutually agreeable and not inconsistent with the foregoing. The consummation of the foregoing transaction is subject to (i) authorization and issuance of the Preferred Stock, which is subject to approval of the requisite number of common shares of the Company, in accordance with Nevada law and the Company's organizational documents, and (ii) Note Holder's obligation to remain in compliance with regulations governing its ownership of voting shares. The Company and Note Holder have undertaken to consummate the foregoing transactions prior to Jan. 31, 2021. Amendment of Terms of $10 million Amended SPA Notes The Fourth Amendment also amends the Amended SPA Notes (aggregate principal amount of $10 million) as of the Effective Date, as follows: 1. Interest Rate. The interest rate per annum in respect of outstanding principal under the Amended SPA Notes shall be eight percent computed on a simple interest basis. 2. Interest Payments. a. Interest on unpaid principal of the Amended SPA Notes ($10 million) with respect to the period of Dec. 1, 2020 through Nov. 30, 2021 may be paid by the Company in kind by issuing a non-interest bearing note (a "PIK Note") in the amount of $800,000 on Nov. 30, 2021 with a maturity date of Nov. 30, 2025. If no PIK Note is issued on such date, accrued and unpaid principal shall be payable in cash. b. Interest on unpaid principal of the Amended SPA Notes with respect to the period of Dec. 1, 2021 through Nov. 30, 2022 may be paid by the Company in kind by issuing a PIK Note in the amount of $800,000 on Nov. 30, 2022 with a maturity date of Nov. 30, 2025. If no PIK Note is issued on such date, accrued and unpaid principal shall be payable in cash. c. The PIK Notes issued by the Company pursuant to the previous two paragraphs shall be in the form attached to the Securities Purchase Agreement dated as of Sept. 26, 2016, as amended, pursuant to the which the Amended SPA Notes were issued, subject to revisions necessary to make such PIK Notes non-convertible and non-interest bearing. d. Interest on unpaid principal with respect to the period of Dec. 1, 2022 through Nov. 30, 2025 will be payable quarterly in arrears commencing Feb. 28, 2023. 3. Termination of Conversion Feature. The convertibility of the Amended SPA Notes is terminated. 4. Extension of Maturity Date. The Maturity Date of the Amended SPA Notes is extended to Nov. 30, 2025. Except as modified by the Fourth Amendment, the Notes, as previously amended, remain in full force and effect. About Trident Brands Based in Brookfield, Wisconsin, Trident Brands Incorporated, f/k/a Sandfield Ventures Corp., is focused on the development of high growth branded and private label consumer products and ingredients within the nutritional supplement, life sciences and food and beverage categories. The platforms the Company is focusing on include: life science technologies and related products that have applications to a range of consumer products; nutritional supplements and related consumer goods providing defined benefits to the consumer; and functional foods and beverages ingredients with defined health and wellness benefits. Trident Brands reported a net loss of $12.22 million for the 12 months ended Nov. 30, 2019, compared to a net loss of $8.42 million for the 12 months ended Nov. 30, 2018. As of Aug. 31, 2020, the Company had $2.54 million in total assets, $58.07 million in total liabilities, and a total stockholders' deficit of $55.54 million. MaloneBailey, LLP, in Houston, Texas, the Company's auditor since 2015, issued a "going concern" qualification in its report dated March 16, 2020, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. TSAWD HOLDINGS: Oak Point Buying Remnant Assets for $65K -------------------------------------------------------- TSAWD Holdings, Inc. and affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize the private sale of remnant assets to Oak Point Partners, LLC for $65,000, subject to higher and better offers. Since the commencement of these Chapter 11 Cases, the Debtors have, among other things, concluded store closing sales at their retail locations and clearance sales on their ecommerce site, and have sold their intellectual property, brand assets and leasehold interests. Further, the Debtors and their advisors have devoted significant time and resources over the last four years to, among other things, monetizing all of the Debtors' remaining assets, claims and causes of actions held against third parties, and winding down their estates while minimizing the incurrence of administrative expense claims. At this juncture of these proceedings, the Debtors have determined that there are no additional material assets to liquidate and, accordingly, moved to dismiss the Chapter 11 Cases on Nov. 23, 2020. With no alternatives to dismissal apparent, the Debtors have conferred with their secured lenders and determined that it is in the estates' best interest to monetize certain remnant assets, to the extent any exist, so as to ensure that all value is derived from their estates prior to each Debtor entity being dissolved post-dismissal. While the Debtors are not aware of any specific remaining estate assets, there may exist property of their estates, consisting of known or unknown assets or claims which have not been previously sold, assigned, or transferred ("Remnant Assets"). Accordingly, after further diligence and discussions between the Debtors and Oak Point, the parties memorialized their agreement on the terms set forth in the Asset Purchase Agreement. The Purchase Agreement generally provides that Oak Point will pay $65,000 in consideration of the Remnant Assets, whether or not such assets exist. The sale will be free and clear of all liens, claims, interests, and encumbrances. In accordance with the Purchase Agreement, the Remnant Assets expressly exclude: (a) cash held at the time the Agreement was executed in the Debtors' bank accounts maintained at Bank of the West with respective last four digits of 8867 and 8875; (b) any and all Goods (e.g., office furniture) of the Debtors; and (c) the Purchase Price to be delivered pursuant to the Agreement. The Remnant Assets are de minimis in value and not the type of assets that are easily marketed because they are unknown in nature. Furthermore, at this juncture in these cases the costs associated with further marketing and selling the Remnant Assets at public auction far outweigh the potential benefit to be derived therefrom. Indeed, Oak Point is the only party that has approached the Debtors regarding the purchase of the Remnant Assets, and given the minimal resources at their disposal as the conclusion of these cases approaches, the Debtors determined that it was in their best interests to negotiate directly with Oak Point and not further subject the Remnant Assets to additional marketing. To the extent that the Debtors are approached by potential alternative buyers for the Remnant Assets, the Debtors intend to entertain any such offers in an effort to generate the highest and best Purchase Price for such assets. In their business judgment, the Debtors believe that the Purchase Price represents a fair and reasonable purchase price for the Remnant Assets, and is the highest, best and, indeed, only offer therefor. Accordingly, they ask authority to sell the Remnant Assets pursuant to the Purchase Agreement. Given their intent to initiate the dismissal process in the near term, the Debtors ask that the Court orders that the 14-day stay under Bankruptcy Rule 6004(h) not apply with respect to the sale of the Remnant Assets. A hearing on the Motion is set for Dec. 15, 2020 at 11:30 a.m. (ET). The Objection Deadline is Dec. 8, 2020 at 4:00 p.m. (ET). A copy of the Agreeement is available at https://tinyurl.com/y4fkpsq2 from PacerMonitor.com free of charge. The Purchaser: OAK POINT PARTNERS, LLC P.O. Box 1033 Northbrook, IL 60065-1033 Attn: Eric Linn, President Telephone: (847) 577-1269 Facsimile: (847) 655-2746 About TSAWD Holdings TSAWD Holdings Inc., formerly known as Sports Authority Holdings, and its affiliates are sporting goods retailers with roots dating back to 1928. The Debtors currently operate 464 stores and five distribution centers across 40 U.S. states and Puerto Rico. The Debtors offer a broad selection of goods from a wide array of household and specialty brands, including Adidas, Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and Fitness, Nike, The North Face, and Under Armour, in addition to their own private label brands. The Debtors employ 13,000 people. TSAWD and six of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to 16-10533) on March 2, 2016. The petitions were signed by Michael E. Foss as chairman and chief executive officer. The Debtors have engaged Robert A. Klyman, Esq., Matthew J. Williams, Esq., Jeremy L. Graves, Esq., and Sabina Jacobs, Esq., at Gibson, Dunn & Crutcher LLP as general counsel; Michael R. Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner, Esq., at Young Conaway Stargatt & Taylor, LLP as co-counsel; Rothschild Inc. as investment banker; FTI Consulting, Inc., as financial advisor; and Kurtzman Carson Consultants LLC as notice, claims, solicitation, balloting and tabulation agent. Andrew Vara, Acting U.S. trustee for Region 3, appointed seven creditors of Sports Authority Holdings Inc. to serve on the official committee of unsecured creditors. Lawyers at Pachulski Stang Ziehl & Jones LLP represent the Official Committee of Unsecured Creditors. * * * In May 2016, the Delaware Court allowed Sports Authority to proceed with the liquidation of all of its roughly 450 stores across the country after the Debtors resolved or beat out about 100 objections to the sale. Judge Mary F. Walrath approved an agreement for a joint venture of Gordon Brothers Retail Partners LLC, Hilco Merchant Resources LLC and Tiger Capital Group LLC to conduct going out of business sales. The Joint Venture won an auction for the Debtors' inventory. The Debtors failed to obtain a winning going-concern bid at a May 17, 2016 auction. In July 2016, Judge Walrath approved the sale of the Debtors' intellectual property and more than two dozens of property leases to Dick's Sporting Goods Inc. A Wall Street Journal report, citing anonymous sources, said Dick's bid was for $15 million. US REAL ESTATE EQUITY: Kramer Buying Dayton Property for $375K -------------------------------------------------------------- US Real Estate Equity Builder Dayton, LLC, asks the U.S. Bankruptcy Court for the District of Kansas to authorize the sale of the residential property located at 1680 Chartwell, Dayton, Ohio to John Kramer for $375,000, on the terms of their sale contract. At the recent court hearing, the Buyer expressed the urgency of getting it completed as soon as possible. The Debtor is trying to accommodate the wish, and the Motion being done is for his benefit. The estimated loan balance with Lending Home Financial, the mortgage creditor, is $363,750. After any closing costs, any proceeds the Debtor receives from the sale will be deposited into its DIP account and not spent. The settlement statement will reflect the details of any amounts received. About US Real Estate Equity Builder Dayton US Real Estate Equity Builder Dayton LLC is primarily engaged in renting and leasing real estate properties. US Real Estate Equity Builder Dayton filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 20-21359) on Oct. 2, 2020. US Real Estate President Sean Tarpenning signed the petition. At the time of filing, the Debtor disclosed $6,754,000 in assets and $5,455,938 in liabilities. Phillips & Thomas, LLC serves as the Debtor's legal counsel. UTEX INDUSTRIES: Court Confirms Prepackaged Plan ------------------------------------------------ Judge David R. Jones has confirmed the Prepackaged Plan of Utex Industries, Inc., et al. The judge also granted final approval to the Disclosure Statement. A hearing was held Oct. 23, 2020. The Claims in Class 3 (First Lien Credit Agreement Claims) and Class 4 (Second Lien Credit Agreement Claim) are impaired under the Prepackaged Plan and their respective holders have voted to accept the Prepackaged Plan in the numbers and amounts required by Section 1126 of the Bankruptcy Code. According to the Plan Supplement, the board of Reorganized Utex will be comprised of: * Jeff A. Cullman (Chairman), * Michael P. Balas, * Jim Brown, * James Chapman, and * Piotr Galitzine. The officers of Reorganized UTEX will be: * Michael P. Balas (CEO), and * Pete T. Sanchez (CFO, Treasurer and Secretary). Under the Plan, Class 3: First Lien Credit Agreement Claims will its Pro Rata share of (i) 96% of the New Equity Interests issued pursuant to the Plan on the Effective Date, subject to dilution, and (ii) the Exit Term Loan Second Out Loans. Class 4: Second Lien Credit Agreement Claims will receive (i) its Pro Rata share of 4% of the total New Equity Interests issued pursuant to the Plan on the Effective Date, subject to dilution and (ii) the New Warrants. Class 5: General Unsecured Claims are unimpaired. Class 8: Existing Equity Interests will be cancelled. A copy of the Plan Confirmation Order is available at: https://www.pacermonitor.com/view/B6265PI/UTEX_Industries_Inc__txsbke-20-34932__0172.0.pdf?mcid=tGE4TAMA A full-text copy of the Joint Prepackaged Chapter 11 Plan dated October 28, 2020, is available at https://tinyurl.com/y5xspxkq from PacerMonitor.com at no charge. A copy of the Second PLan Supplement is available at: https://www.pacermonitor.com/view/25GV6WI/UTEX_Industries_Inc__txsbke-20-34932__0186.0.pdf?mcid=tGE4TAMA Proposed Counsel for the Debtors: Alfredo R. Perez WEIL, GOTSHAL & MANGES LLP 700 Louisiana Street, Suite 1700 Houston, Texas 77002 Telephone: (713) 546-5000 Facsimile: (713) 224-9511 Matthew S. Barr Ryan Preston Dahl Gabriel Morgan Jason L. Hufendick WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 About UTEX Industries UTEX -- https://www.utexind.com/ -- is a privately held designer and manufacturer of engineered seals and related components. Most of UTEX's products have short lifecycles and must be replenished periodically. The company's products primarily serve the completions, production, and drilling segments of the oil and gas industry. UTEX is headquartered in Houston, Texas, with manufacturing and technical sales facilities across Texas, Oklahoma, Singapore, and Malaysia, and distribution centers located in Texas, Pennsylvania, and Colorado. On Oct. 8, 2020, UTEX Industries, Inc., and its affiliates sought Chapter 11 protection (Bannkr. S.D. Tex. Lead Case No. 20-34932). UTEX was estimated to have $100 million to $500 million in assets and $500 million to $1 billion in liabilities as of the filing. The Debtors tapped WEIL, GOTSHAL & MANGES LLP as counsel; HOULIHAN LOKEY CAPITAL, INC. as investment banker; and ALIXPARTNERS, LLP, as financial advisor. OMNI AGENT SOLUTIONS is the claims agent. UTEX INDUSTRIES: Exits Chapter 11 With $700 Million Less Debt -------------------------------------------------------------- UTEX Industries, Inc. on Dec. 3, 2020, announced that it has emerged from its fast-tracked "prepackaged" chapter 11 cases. This milestone marks the final step in the completion of UTEX's financial restructuring, which has successfully reduced the Company's funded debt by approximately $700 million and provided $42.5 million in new financing to the Company. The Company emerges from bankruptcy as a private company under the ownership of its pre-restructuring lenders. The Company's prior equity interests have been cancelled in connection with the restructuring. Mike Balas, Chief Executive Officer said: "The restructuring of Utex provides us with a flexible capital structure and liquidity to compete and grow in today's business environment. I am grateful to our dedicated employees who have continued to work hard through the restructuring. This transaction will position us and our partners for success in the years to come." Jeff A. Cullman will join UTEX as the Chairman of the Board of Directors. Mr. Cullman is the former President of Worldwide Hydraulics Group, a business group of Parker Hannifin Corporation. Other members or the Board include Mike Balas, Jim Brown, the Vice Chairman of the Board of PetroStar Services and past executive of Haliburton, James Chapman, an Advisory Director of SkyWorks Capital, LLC, and Piotr Galitzine, the former Chairman and Chief Executive Officer of TMK IPSCO. In connection with the financial restructuring, Houlihan Lokey served as financial advisor and investment banker, AlixPartners served as restructuring advisor, and Weil, Gotshal & Manges LLP served as legal advisor to UTEX. About UTEX Industries UTEX Industries, Inc. is a privately held designer and manufacturer of engineered seals and related components. Most of UTEX's products have short lifecycles and must be replenished periodically. Its products primarily serve the completions, production and drilling segments of the oil and gas industry. On the Web: https://www.utexind.com/ UTEX is headquartered in Houston, Texas, with manufacturing and technical sales facilities across Texas, Oklahoma, Singapore and Malaysia, and distribution centers located in Texas, Pennsylvania and Colorado. On Oct. 8, 2020, UTEX and its affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 20-34932). At the time of the filing, UTEX was estimated to have $100 million to $500 million in assets and $500 million to $1 billion in liabilities. The Debtors tapped Weil, Gotshal & Manges LLP as their legal counsel, Houlihan Lokey Capital Inc. as investment banker, and AlixPartners LLP as financial advisor. Omni Agent Solutions is the claims agent. VERDICORP INC: Dec. 17 Plan Confirmation Hearing Set ---------------------------------------------------- Verdicorp, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Florida, Tallahassee Division, a Disclosure Statement and Chapter 11 Plan. On Oct. 20, 2020, Judge Karen K. Specie conditionally approved the Disclosure Statement and ordered that: * Dec. 17, 2020 at 11:30 A.M. is the hearing to consider and rule on final approval of the Disclosure Statement and confirmation of the Plan. * No later than seven days before the Confirmation Hearing, creditors and other parties in interest shall provide written acceptances or rejections of the Plan (Ballots) to Debtor. * No later than seven days before the Confirmation Hearing parties must file written objections to the Disclosure Statement or confirmation of the Plan and serve any objection(s) on Debtor. * No later than three days before the Confirmation Hearing, Debtor shall file a Ballot Tabulation in accordance with this Court's Local Rules. * An election must be filed no later than seven days before the first date set for the Confirmation Hearing. * At least three days prior to the Confirmation Hearing Debtor shall file an affidavit containing facts that establish that each of the requirements of 11 U.S.C. Sec. 1129(a) of the Bankruptcy Code are met. A full-text copy of the order dated October 20, 2020, is available at https://tinyurl.com/y5vdjlkr from PacerMonitor at no charge. About Verdicorp Inc. Verdicorp Inc. -- http://www.verdicorp.com/-- is an innovation company formed in 2009. Its areas of interest include heating, ventilation and air-conditioning (HVAC), energy generation, recovery and storage systems, and water desalination, treatment and pumping. Verdicorp sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 19-40427) on Aug. 14, 2019. At the time of the filing, the Debtor had estimated assets of between $500,000 and $1 million and liabilities of between $10 million and $50 million. The case has been assigned to Judge Karen K. Specie. The Debtor is represented by Michael H. Moody Law Firm PLLC. The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case. VIDEOMINING CORPORATION: Plan Exclusivity Extended Thru Jan. 29 --------------------------------------------------------------- At the behest of VideoMining Corporation, Judge Gregory Taddonio extended: -- the period within which the Debtor has the exclusive right to file a plan of reorganization until January 29, 2021; and -- the deadline to file a Plan that has been accepted by each class of claims or interests that is impaired under the Plan, until March 30, 2021. On September 25, 2020, the U.S. Bankruptcy Court for the Western District of Pennsylvania approved the Debtor's Second Stipulation and Consent Order Modifying and Extending Orders Authorizing Cash Collateral and DIP Financing and Use of Cash Collateral. Under the stipulation, the Debtor and its secured creditors agreed to new dates for which the Debtor is to implement a sales process for some or all of its assets. Specifically, the Debtor was to enter into a binding asset purchase agreement for some or all of its assets by November 15, 2020. Further, and in the event that the Debtor has not entered into a binding asset purchase agreement on or before November 15, the Debtor would commence and conduct an auction for its patent assets by January 29. The said sale or auction will significantly affect the direction of the Debtor's case. About Videomining Corporation VideoMining Corporation -- http://www.videomining.com/-- is in-store behavior analytics for Consumer Packaged Goods (CPG) manufacturers and retailers. VideoMining's analytics platform utilizes a patented suite of sensing technologies to capture in-depth shopper behavior data. These previously unmeasured insights are then integrated with multiple other data sources such as transactions, planograms, product mapping, loyalty, and promotions to fuel comprehensive solutions for optimizing shopper experience and sales performance. The company filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 20-20425) on Feb. 4, 2020. In the petition signed by Rajeev Sharma, CEO, the Debtor was estimated to have between $10 million and $50 million in assets and between $1 million and $10 million in liabilities. Judge Gregory Taddonio oversees the case. Robert O Lampl Law Office is the Debtor's counsel. The Debtor tapped Ocean Tomo Transactions, LLC to market its intellectual property portfolio for sale. VIVUS INC: Wins Court Approval for Reorganization Plan ------------------------------------------------------ Daniel Gill of Bloomberg Law reports that bankrupt pharmaceutical developer VIVUS Inc. won court approval of its reorganization plan after settling with shareholders who had successfully blocked plan confirmation in September 2020. Judge Laurie S. Silverstein approved the amended plan during a hearing Thursday at the U.S. Bankruptcy Court for the District of Delaware after a newly formed equity committee reached a settlement with VIVUS and the Icahn Enterprises subsidiary taking over the company. Under the plan, Icahn Enterprises subsidiary IEH BioPharma LLC will get 100% of the equity in the company emerging from bankruptcy, in exchange for canceling almost $171 million in convertible notes debt. About Vivus Inc Vivus Inc -- https://www.vivus.com/ -- is a biopharmaceutical company committed to the development and commercialization of innovative therapies that focus on advancing treatments for patients with serious unmet medical needs. VIVUS has three approved therapies and one product candidate in clinical development. Qsymia (phentermine and topiramate extended release) is approved by FDA for chronic weight management. The Company commercializes Qsymia in the U.S. through a specialty sales force supported by an internal commercial team and license the commercial rights to Qsymia in South Korea. VIVUS was incorporated in 1991 in California and reincorporated in 1996 in Delaware. As of the Petition Date, VIVUS is a publicly traded company with its shares listed on the Nasdaq Global Market LLC under the ticker symbol "VVUS." The Company maintains its headquarters in Campbell, California. Vivus Inc and three of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Case No. 20-11779) on July 7, 2020. The petitions were signed by Mark Oki, chief financial officer. Hon. Laurie Selber Silverstein presides over the cases. As of May 31, 2020, the Debtors reported total assets of $213,884,000 and total liabilities of $281,669,000. Weil Gotshal & Manges LP serves as general counsel to the Debtors, while Richards, Layton & Finger, P.A. acts as local counsel to the Debtors. Ernst & Young is the Debtors' financial advisor, and Piper Sandler Companies acts as investment banker. Stretto is claims and noticing agent to the Debtors. On Sept. 22, 2020, the United States Trustee appointed the official committee of equity security holders. The equity committee is represented by Morris, Nichols, Arsht & Tunnell LLP. WALKER MACHINE: Pinnacle Wear Buying Adamsville Property for $300K ------------------------------------------------------------------ Walker Machine Tool Solutions, Inc., asks the U.S. Bankruptcy Court for the Northern District of Alabama to authorize the sale of the real property located at 4615 Main Street, Adamsville, Jefferson County, Alabama, Parcel# 15-00-34-3-030-001.000, to Pinnacle Wear Products, LLC for $300,000. Included in the property of the estate is the Real Property. The Debtor proposes to sell all of the estate's right, title and interest in the Real Property. It hired LAH Commercial Real Estate, LLC as its real estate, nunc pro tunc to help facilitate the sale of the Real Property. The Debtor received an offer from the Purchaser to purchase the Real Property "as is" for the sum of $300,000, pursuant to the terms of the Real Estate Sales Contract. The sale will be free and clear of all liens, encumbrances, leases, tenancy, occupancy or use agreements or any managed, leasing service, operating or other agreements of any nature. The Debtor is of the opinion that the aforementioned Offer of purchase is a fair and reasonable offer for the Real Property, and it does not believe that it will receive a higher offer if the sale is not approved by the Court. As the estate has full interest in the Real Property, the estate will receive the full amount of the equity; likewise, the estate will bear the costs associated with the sale of the Real Property. Objection to the sale, if any, must be filed five business days before the date set for the hearing on the Motion and simultaneously be served copies on the attorney for the Debtor and the Bankruptcy Administrator, in accordance with Fed. R. Bankr. P. 6004(b). The Debtor asks that the Court enters an Order Confirming Sale of the Real Property, that it be authorized to take such steps, make such payments, and execute such documents as reasonably necessary to implement and effectuate said sale, and that the Court grants such further relief as may be just and equitable under the circumstances. A copy of the Contract is available at https://tinyurl.com/y22efamn from PacerMonitor.com free of charge. About Walker Machine Tool Solutions Walker Machine Tool Solutions, Inc., is in the machine shops business. Walker Machine sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 19-04553) on Nov. 5, 2019. In the petition signed by Ron Walker or Linda Walker, president and secretary, the Debtor disclosed total assets of $1,750,361 and total debt of $582,993. The Debtor tapped Stuart M. Maples, Esq., at Maples Law Firm, PC as counsel. LAH Commercial Real Estate, LLC, is the real estate agent. WEST HOUSTON MEMORY: McFarlin Buying Substantially All Assets ------------------------------------------------------------- West Houston Memory Care, LLC, asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of substantially all assets to McFarlin GP Invest, LP, subject to higher and better offers. The purchase price is (a) an amount equal to the aggregate amount of the Postpetition Secured Indebtedness owed to McFarlin; plus (b) an amount equal to $6 million of the Prepetition Secured Indebtedness owed to McFarlin; plus (c) cash in the amount equal to $415,000, less the amount of the Debtor's cash on hand at Closing and less the aggregate principal amount funded of any protective advances made pursuant to the Cash Collateral Order between the date thereof and the closing of the Proposed Sale; plus (d) the assumption of the Assumed Liabilities. Prior to the Petition Date, Origin Bank made a loan to the Debtor evidenced in part by that certain Promissory Note dated July 6, 2012, in the original principal amount of $8.55 million. The West Houston Loan was modified and extended pursuant to that certain Modification of Real Estate Lien and Note dated effective April 2, 2018. The West Houston Note was secured by, among other things, the real estate located at 1725 Eldridge Parkway, Houston, Texas, as more fully described in that certain Construction Deed of Trust recorded in the official real property records of Harris County, Texas on July 16, 2012 at Document No. 20120315682. In addition, Origin was granted a security interest in the Debtor's personal property to further secure the amounts due under the West Houston Note pursuant to the terms of that certain Commercial Security Agreement dated July 6, 2012, generally describing the security as the Debtor's inventory, accounts, account receivables, general intangibles, contract rights, licenses, chattel paper, machinery, furniture and fixtures, and any proceeds, products, or substitutions thereof. On Sept. 6, 2019, Origin filed a proof of claim against West Houston for an amount not less than $8,200,784, and such claim was assigned claim number 3. On Sept. 20, 2019, the Court entered the Final DIP Order on the approved terms, including affirming the WHY DIP Liens attaching to the WHY DIP Collateral to secure not only the WHY DIP Facility but also the original West Houston Note. As of Aug. 31, 2020, the amount due from the Debtor under the WHY DIP Facility was an amount not less than $87,438. On June 5, 2020, McFarlin purchased from Origin, and Origin assigned to McFarlin, all of Origin's rights in and to: (a) the Prepetition Secured Indebtedness, (b) the West Houston Collateral, (c) the Postpetition Secured Indebtedness, and (d) the WHY DIP Collateral. On Oct. 2, 2020, McFarlin filed with the Court a Transfer of Claim under Bankruptcy Rule 3001(e) evidencing the transfers from Origin to McFarlin and the assignment of the Origin Proof of Claim to McFarlin. As a result of the foregoing, McFarlin is now the lawful owner and holder of all indebtedness due from the Debtor under (a) the Prepetition Secured Indebtedness and (b) the Postpetition Secured Indebtedness. In addition, as a result of the foregoing, McFarlin holds valid and perfected liens and security interests in both the West Houston Collateral and the WHY DIP Collateral to secure repayment of the Prepetition Secured Indebtedness and the Postpetition Secured Indebtedness. McFarlin also holds a security interest in the Debtor's Cash Collateral. Since the Petition Date, the Debtor's operating cash flows have fluctuated and, as demonstrated by the WHY DIP Facility, have at times required cash infusion and/or have made it difficult for the Debtor to make payments to vendors as they come due. Accordingly, without the Proposed Sale, the Debtor has no foreseeable path to exit the bankruptcy case. Before the Petition Date, the Debtor extensively marketed its assets -- those being primarily the real estate, ongoing memory care facility business commonly known as Autumn Leaves® of Memorial City ("West Houston Facility"), and the personal property items that make up that business -- to a wide variety of potential financial and strategic buyers. However, the potential buyers decided not to go forward with the transaction. The Debtor marketed the property following the Petition Date, hiring Cushman and Wakefield to run the sale process, but no acceptable offers were received. Since acquiring Origin's rights, McFarlin has taken a different -- it has made an offer to purchase substantially all of the assets of the Debtor as specifically set forth in the Asset Purchase Agreement. In addition, pursuant to the APA, the Debtor has agreed to assume and assign to McFarlin certain Designated Contracts. The material terms on which McFarlin proposes to purchase the Sale Assets are: a. Sale Assets: All of the Debtor's right, title and interest in and to all tangible and intangible assets (other than the Excluded Assets) used in the operation of the West Houston Facility b. Purchase Price: (a) an amount equal to the aggregate amount of the Postpetition Secured Indebtedness owed to McFarlin; plus (b) an amount equal to $6 million of the Prepetition Secured Indebtedness owed to McFarlin; plus (c) cash in the amount equal to $415,000, less the amount of the Debtor's cash on hand at Closing and less the aggregate principal amount funded of any protective advances made pursuant to the Cash Collateral Order between the date thereof and the closing of the Proposed Sale; plus (d) the assumption of the Assumed Liabilities. c. Employees: The Debtor has no employees; however, the APA provides that the Debtor will facilitate a transition of the employees at the West Houston Facility from the current employer to the new employer as of the closing date of the Proposed Sale. d. Closing Date: The Proposed Sale is expected to close within 30 days of the entry of an Order approving the Proposed Sale; provided, however, that the Closing will occur by a date that is no later than Dec. 31, 2020, unless otherwise agreed to in writing by McFarlin. e. Sale Free and Clear: The Proposed Sale is to be free and clear of all liens, claims, and encumbrances. The Debtor estimates that the total consideration it will receive for the Sale Assets will total approximately $6.5 million. It has expressly retained the right to receive offers to purchase the Sale Assets directly at any time prior to the closing of the Proposed Sale, and has retained the right to accept such an offer, provided that the offer is a cash amount that is sufficient to satisfy both the Prepetition Secured Indebtedness and the Postpetition Secured Indebtedness or as otherwise agreed by McFarlin. McFarlin has retained the right to dispose of some or all of the Sale Assets as it determines, in its sole discretion, at or following the closing of the Proposed Sale. The Debtor asks that the Court approves the sale of the Sale Assets free and clear of liens, claims, interests and encumbrances to McFarlin (or its assigns), save and except those property taxes and penalties due to the Harris County Tax Office relating to the West Houston Facility (Account #121-357-001-0004), which accrued prior to the closing of the Proposed Sale. The Unpaid Taxes will be paid by the Purchaser at Closing. The Debtor is not aware of any encumbrance or lien on the West Houston Collateral, other than the Unpaid Taxes and the liens of McFarlin itself. To the extent any other party intends to assert a secured claim on the sales proceeds, it should do so in a document filed with the Court prior to the hearing on the Motion. The Debtor asks the Court to approve the assumption and assignment of the Designated Contracts and the procedures for establishing the amounts necessary to cure any outstanding obligations under the Designated Contracts. Not later than three days before the Sale Hearing, McFarlin will provide the Cure Notice to each non-debtor party to a Designated Contract. McFarlin will be responsible for paying all Cure Amounts and will be responsible for paying all costs and expenses accrued under any Designated Contract subsequent to the Closing Date. In cases in which the Debtor is unable to establish that a default exists, the relevant Cure Amount will be set at $0. In order to promptly consummate the Proposed Sale and relieve the estate of ongoing administrative obligations and risk, the Debtor asks that the Court waives the stay imposed by Bankruptcy Rule 6004(h) and allows the Debtor to consummate the transaction contemplated herein. No party will be prejudiced by the requested waiver. A copy of the Contract is available at https://tinyurl.com/yxwcqbsb from PacerMonitor.com free of charge. The Purchaser: MCFARLIN GP INVEST, LP 6370 LBJ Freeway, Suite 276 Dallas, TX 75240 Telephone: (469) 619-5418 Facsimile: (972) 385-0029 Attn: Matt Johnson E-mail: matt@mcfarlin-group.com The Purchaser is represented by: Cris Baird, Esq. BRACEWELL LLP 1445 Ross Avenue Suite 2100 Dallas, TX 75202-2724 E-mail: cris.baird@bracewell.com - and - Katharine Battaia Clark, Esq. THOMPSON COBURN LLP 2100 Ross Ave., Ste. 600 Dallas, TX 75201 E-mail: kclark@thompsoncoburn.com Counsel for Debtor: Christina W. Stephenson, Esq. Vickie L. Driver, Esq. Christopher M. Staine, Esq. CROWE & DUNLEVY, P.C. 2525 McKinnon St., Suite 425 Dallas, TX 75201 Telephone: (214) 420-2163 Facsimile: (214) 736-1762 E-mail: vickie.driver@crowedunlevy.com crissie.stephenson@crowedunlevy.com christopher.staine@crowedunlevy.com West Houston Memory Care, LLC, sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 19-31485-sgj-11) on May 2, 2019. On May 21, 2019, the U.S. Trustee appointed Susan N. Goodman as the Patient Care Ombudsman for the Debtor. WESTMORELAND COAL: McKinsey Still at Odds w/ Alix Despite DOJ Deal ------------------------------------------------------------------ Alex Wolf of Bloomberg Law reports that McKinsey & Co. still faces a well-financed legal adversary committed to preventing its alleged abuse of the bankruptcy system after withdrawing its hotly-contested application to collect about $8 million as a restructuring adviser to Westmoreland Coal Co. The consulting giant suspended its pursuit of fees in Westmoreland's Chapter 11 case as part of a settlement with the Justice Department, announced Thursday. While the move may satisfy the government, it doesn't necessarily resolve the ongoing concerns of Jay Alix, the retired founder of rival restructuring firm AlixPartners. The DOJ agreement is subject to approval by the U.S. Bankruptcy Court. About McKinsey & Company McKinsey & Company is an American worldwide management consulting firm. It conducts qualitative and quantitative analysis to evaluate management decisions across the public and private sectors.[BN] About Westmoreland Coal Based in Englewood, Colorado, Westmoreland Coal Company (otcmkts:WLBA) -- http://www.westmoreland.com/-- is an independent coal company based in the United States. The Company produces and sells thermal coal primarily to investment grade utility customers under long-term, cost-protected contracts. Its focus is primarily on mine locations which allow it to employ dragline surface mining methods and take advantage of close customer proximity through mine-mouth power plants and strategically located rail transportation. At Dec. 31, 2017, the Company's U.S. coal operations were located in Montana, Wyoming, North Dakota, Texas, New Mexico and Ohio, and its Canadian coal operations were located in Alberta and Saskatchewan. The Company sold 49.7 million tons of coal in 2017. Westmoreland Coal reported a net loss applicable to common shareholders of $71.34 million for the year ended Dec. 31, 2017, a net loss applicable to common shareholders of $27.10 million for the year ended Dec. 31, 2016, and a net loss applicable to common stockholders of $213.6 million for the year ended Dec. 31, 2015. As of June 30, 2018, the Company had $1.45 billion in total assets, $2.14 billion in total liabilities and a total deficit of $686.2 million. Westmoreland Coal Company and 36 affiliates filed voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 18-35672) on Oct. 9, 2018. The Debtors tapped Jackson Walker LLP and Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their legal counsel; Centerview Partners LLC as financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; PricewaterhouseCoopers LLP as consultant; and Donlin, Recano & Company, Inc. as notice and claims agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Oct. 19, 2018. The Committee tapped Morrison & Foerster LLP and Cole Schotz P.C. as its legal counsel. Judge David Jones of the Bankruptcy Court for the Southern District of Texas on March 2, 2019, confirmed the Amended Joint Chapter 11 Plan. Pursuant to the Confirmation Order, debtor Westmoreland Mining LLC was renamed to Old Westmoreland Mining LLC effective as of March 8, 2019. WESTMORELAND COAL: McKinsey Waives Fees in Deal With UST -------------------------------------------------------- The Department of Justice's U.S. Trustee Program (USTP) said Dec. 3, 2020, it has entered into a settlement agreement with global consulting firm McKinsey & Company (McKinsey) requiring McKinsey to forego payment of fees in the Westmoreland Coal bankruptcy case pending in the U.S. Bankruptcy Court for the Southern District of Texas (Westmoreland Case). The agreement, which is subject to review and approval by the bankruptcy court, resolves the USTP's objection to the adequacy of McKinsey's disclosures of connections and possible conflicts of interest in the Westmoreland Case. The USTP previously reached a $15 million settlement with McKinsey in February 2019 to address past disclosure practices by McKinsey in three bankruptcy cases, including the Westmoreland Case. The USTP had objected to McKinsey's initial application seeking to be retained in the Westmoreland Case, and after the prior settlement McKinsey withdrew that application. McKinsey later made new disclosures in a renewed attempt to be retained in the Westmoreland Case. The USTP again objected, alleging that the disclosures remained deficient because McKinsey failed to disclose the connections of all of its affiliates, failed to make adequate disclosures regarding its investments in entities that could create a conflict of interest, and failed to address inconsistencies concerning its disclosure of confidential client connections. “In bankruptcy, professionals who are paid at the expense of the debtor company’s creditors, employees, and shareholders must be free of any actual or potential conflicts of interest,” said USTP Director Cliff White. “Under bankruptcy law, this also entails detailed disclosures to ensure that the professionals can provide single-minded loyalty to the debtor’s stakeholders. Should any professionals fail to meet this standard, regardless of size, complexity, or motivation, they will be held accountable. This settlement ensures that McKinsey is held accountable for its conduct in this case.” Settlement Terms Under the terms of the settlement, McKinsey's application seeking employment in the Westmoreland Case will be withdrawn. As a result, McKinsey will not seek to recover any fees in connection with services rendered in the case that would otherwise be subject to review and approval of the court. While the total amount of fees it is waiving is unknown, McKinsey rendered services throughout the case and likely would have sought approval for, and reimbursement of, millions of dollars in fees and expenses. In addition, McKinsey has for the first time agreed that it will fully disclose all affiliate connections and all confidential client connections in any bankruptcy case in which it seeks to be retained in the future, unless the bankruptcy court orders otherwise. The USTP has agreed to withdraw its pending objection in the Westmoreland Case and to work cooperatively, as it does with all professionals seeking to be employed in bankruptcy cases, to ensure the adequacy of McKinsey's disclosures relating to its proposed retention in future bankruptcy cases. The USTP continues to review McKinsey's practices with respect to its investment affiliates. While the settlement resolves any actions that could be brought by the USTP for McKinsey's inadequate disclosures in the Westmoreland Case, it does not impact the rights of other third parties, including any parties or government agencies not participating in the settlement. This settlement, as with the prior settlement, is limited to resolving McKinsey's disclosure deficiencies and does not address or resolve, among other things, claims relating to actual or potential conflicts of interest. The USTP has an ongoing initiative to ensure the rigorous review of applications to employ professionals, including those who have investment arms and complex multi-affiliate organizational structures. The USTP's public emphasis on enforcing conflict and disclosure set forth in bankruptcy law has resulted in more complete disclosures made by these professionals in cases across the country. The U.S. Trustee Program is the component of the Justice Department that protects the integrity of the bankruptcy system by overseeing case administration and litigating to enforce the bankruptcy laws. The Program has 21 regions and 90 field office locations. Learn more information on the Program at: https://www.justice.gov/ust. About McKinsey & Company McKinsey & Company is an American worldwide management consulting firm. It conducts qualitative and quantitative analysis to evaluate management decisions across the public and private sectors.[BN] About Westmoreland Coal Based in Englewood, Colorado, Westmoreland Coal Company (otcmkts:WLBA) -- http://www.westmoreland.com/-- is an independent coal company based in the United States. The Company produces and sells thermal coal primarily to investment grade utility customers under long-term, cost-protected contracts. Its focus is primarily on mine locations which allow it to employ dragline surface mining methods and take advantage of close customer proximity through mine-mouth power plants and strategically located rail transportation. At Dec. 31, 2017, the Company's U.S. coal operations were located in Montana, Wyoming, North Dakota, Texas, New Mexico and Ohio, and its Canadian coal operations were located in Alberta and Saskatchewan. The Company sold 49.7 million tons of coal in 2017. As of June 30, 2018, the Company had $1.45 billion in total assets, $2.14 billion in total liabilities and a total deficit of $686.2 million. Westmoreland Coal Company and 36 affiliates filed voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 18-35672) on Oct. 9, 2018. The Debtors tapped Jackson Walker LLP and Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their legal counsel; Centerview Partners LLC as financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; PricewaterhouseCoopers LLP as consultant; and Donlin, Recano & Company, Inc. as notice and claims agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Oct. 19, 2018. The Committee tapped Morrison & Foerster LLP and Cole Schotz P.C. as its legal counsel. Judge David Jones of the Bankruptcy Court for the Southern District of Texas on March 2, 2019, confirmed the Amended Joint Chapter 11 Plan. Pursuant to the Confirmation Order, debtor Westmoreland Mining LLC was renamed to Old Westmoreland Mining LLC effective as of March 8, 2019. WHITE STALLION: Files for Chapter 11 to Pursue Quick Sale --------------------------------------------------------- Coal producer White Stallion Energy hit Chapter 11 in Delaware with plans for a sale to its creditors. According to a court declaration, the Debtors entered chapter 11 facing a severe, unexpected cash shortage brought on by, among other things, a steep decline in the broader coal market, which was exacerbated by the outbreak of the novel coronavirus pandemic, and outsized debt obligations that hindered the Debtors' ability to perform in an industry that typically requires substantial capital expenditures to maintain equipment and operations. As a result of the Debtors' dire lack of liquidity, they were forced to make the very difficult decision to terminate all of their employees just prior to the Petition Date and to idle their mining operations during the pendency of the chapter 11 cases. The Debtors intend to rehire up to 24 employees to support the Company through the chapter 11 process and to provide ongoing coal deliveries to the Debtors' largest key customer. The company owns six mines: four in Indiana are Antioch, Billings, Shamrock, and Charger; while the other two, Friendsville and Eagle River, are in Illinois. As of the Petition Date, the Company's secured debt liabilities total approximately $103.9 million, including $90 million outstanding under a secured term loan facility and $7.1 million outstanding under a secured ABL facility. To preserve the value of the Company for the benefit of all stakeholders, the Debtors, in consultation with their advisors, engaged in negotiation with the Prepetition Term Loan Lenders who have agreed to provide the Debtors with essential debtor-in-possession financing to fund the Company through these chapter 11 cases and toward a sale of the Company's assets under Section 363 of the Bankruptcy Code. To ensure the future viability of the Company, the Debtors seek to enter into long-term and/or short-term supply agreements with certain key customers, certain of which agreements will be completed in the very near term, following which the Debtors plan to file a motion seeking the Court's approval of the proposed sale. Due to the very limited funding available, and to preserve the going-concern value of the Company, the Debtors anticipate that these chapter 11 cases will progress quickly with the expected closing of the sale to occur during January 2021. Quick Sale Shortly after the Petition Date,and following the Debtors' expected entry into a critical long-term supply agreement, the Debtors plan to file a motion requesting the Court's approval of a sale of substantially all of the Company's assets to the Prepetition Term Loan Lenders, subject to higher or better offers. The Debtors anticipate that the sale process will take place in an expedited manner, given the speed and efficiency required in conducting a sale process for the assets of amostly idled coal-mining business. In accordance with the milestones governing the proposed debtor-in-possession financing, the Debtors intend to (a) file a motion seeking approval of the proposed sale no later than December 14, 2020, (b) seek entry of an order from the Court approving the sale no later than Jan. 8, 2021, and (c) consummate the sale prior to Jan. 15, 2021 About White Stallion Energy White Stallion Energy was founded in February 2010 for the purpose of developing and operating surface mining complexes in Indiana and Illinois and subsequently grew through a series of strategic acquisitions. White Stallion operates six high-quality, low-cost thermal surface mines in Indiana and Illinois with approximately 200 million tons of demonstrated reserves. On Dec. 2, 2020, White Stallion Energy, LLC and 18 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The cases are pending before the Honorable Laurie Selber Silverstein, and the Debtors have requested that their cases be jointly administered under Case No. 20-13037. White Stallion and its affiliates reported between $100 million and $500 million in assets and liabilities. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped PAUL HASTINGS LLP as general bankruptcy counsel; YOUNG CONAWAY STARGATT & TAYLOR, LLP as local bankruptcy counsel; and FTI CONSULTING, INC. as financial advisor. PRIME CLERK LLC is the claims agent. WHITE STALLION: Gets Court OK to Tap $12.6 Million Loan ------------------------------------------------------- Alex Wolf of Bloomberg Law reports that White Stallion Energy LLC won court approval to tap a $12.6 million bankruptcy financing package that includes $4 million in new money as the coal producer faces a narrow path to reorganization. The company can borrow from its existing term loan lenders on an interim basis to fund its Chapter 11 case as Indiana-based White Stallion looks to avoid closing down for good, Judge Laurie S. Silverstein of the U.S. Bankruptcy Court for the District of Delaware ruled Friday, December 4, 2020. The judge also granted the company's request to use up to $800,000 of its existing cash. About White Stallion Energy White Stallion Energy was founded in February 2010 for the purpose of developing and operating surface mining complexes in Indiana and Illinois and subsequently grew through a series of strategic acquisitions. White Stallion operates six high-quality, low-cost thermal surface mines in Indiana and Illinois with approximately 200 million tons of demonstrated reserves. On Dec. 2, 2020, White Stallion Energy, LLC and 18 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The cases are pending before the Honorable Laurie Selber Silverstein, and the Debtors have requested that their cases be jointly administered under Case No. 20-13037. White Stallion and its affiliates reported between $100 million and $500 million in assets and liabilities. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped PAUL HASTINGS LLP as general bankruptcy counsel; YOUNG CONAWAY STARGATT & TAYLOR, LLP as local bankruptcy counsel; and FTI CONSULTING, INC. as financial advisor. PRIME CLERK LLC is the claims agent. WHITE STONE: Seeks Dec. 15 Plan Exclusivity Extension ----------------------------------------------------- Judge Peter D. Russin of the U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, will hold a hearing December 17, 2020, at 10:00 a.m. by telephone through CourtSolutions LLC to consider the Third Motion to Extend Exclusivity Period for Filing a Chapter 11 Plan and Disclosure Statement filed by White Stone Foods, LLC. White Stone Foods seeks a short extension on the exclusive period to file a plan of reorganization through and including December 15, 2020. Further, the Debtor seeks to extend the time to solicit ballots on such a plan until February 15, 2021. Judge Russin previously extended White Stone Foods' exclusive periods to file a plan of reorganization and solicit acceptances to the Plan through and including November 30, 2020, and February 1, 2021, respectively. White Stone Foods said that at the time of the commencement of this chapter 11, the Debtor had already determined that certain unprofitable stores would need to be closed. In point of fact, the Debtor has already surrendered four stores since the chapter 11 was filed. The Debtor expects it may decide to close other stores as well. The corona virus has exasperated the situation, and the Debtor may decide to close stores that it initially thought it could save. Final decisions on store closures has not been made, and as sales start to slowly improve, the Debtor is analyzing the data for each store's performance. Should the Debtor decide to close other stores, the Debtor will need to reject operative nonresidential leases, and applicable franchise agreements. These creditors will have additional time to file rejection damage claims. "Due to the enormous impact the virus has had on the economy in general, and on the Debtor's business in particular, the Debtor is not in a position to present a Plan of Reorganization that is both fair and confirmable," White Stone Foods said. The previous extension order required that the Debtor and Long John Silvers' schedule and attend a conference, to discuss the terms of a viable plan of reorganization. The parties met on November 12, 2020. Although no final agreement on the terms of a viable plan of reorganization was reached at that conference, the parties are continuing to discuss the issues. The Debtor is hopeful a resolution will be reached. "The Debtor desires to focus its full attention on stabilizing the business, and formulating an exit strategy to this Chapter 11 case, which will hinge on the discussions with LJS," the Court said. "The Debtor does not want to be concerned with competing plans." LJS has consented to the extension. About White Stone Foods White Stone Foods, LLC, a privately held company in the fast-food restaurant business, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case no. 20-11531) on February 4, 2020. White Stone Foods, as a franchisee, operated 13 separate retail restaurants under the Franchise names Long John Silvers' and A & W Restaurants. In the petition signed by John S. Robles, managing member, the Debtor was estimated to have $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Judge Peter D. Russin replaced Judge Scott M. Grossman, who previously oversees the Debtor's case. Brian S. Behar, Esq. at Behar Gutt & Glazer, P.A., is the Debtor's legal counsel. Rodriguez Kinzbrunner & Company, LLC, serves as an accountant to the Debtor. WILLIAM FOCAZIO: Allstate Says Amended Plan Still Not Feasible -------------------------------------------------------------- Allstate New Jersey Property and Casualty Insurance Company objects to the Amended Chapter Plans and Disclosure Statements of Debtors William Focazio, MD, P.A. and Endo Surgical Center of North Jersey, P.C. Allstate claims that the Disclosure Statements and Plans fail to provide coherent explanations for why Debtors were unable to collect their receivables, or credible explanations for why collections will improve after reorganization. The Debtors nowhere in the Disclosure Statements or Plans explain what faulty infrastructure contributed to their failure to collect their receivables, much less whether or how that problem, whatever it was, has been corrected. Allstate points out that the Debtors offer only bare allusions to new patients in the Disclosure Statements and Plans, without any substantiation because they are unable or unwilling to describe the true source of the future patients on which the success of the Plans depend. Allstate objects to the Debtors' Plans because they have not been proposed in good faith as required by § 1129(a)(3). The Plans were not filed in good faith because their success depends upon the Debtors' participation in the same unlawful scheme with the "Zaitsev-Kandhorov Enterprise" that Dr. Focazio has been engaged in since early 2018. Allstate further objects to the Plans' feasibility because the Debtors provide very little information as to their management agreement with RJ Capital Med. The Plan, through the Management Agreements, do not demonstrate that the Debtors have a reasonable probability of success at reorganizing as required by § 1129(a)(11). Allstate asserts that the Debtors' Plans are not feasible because their respective revenue projections are not supported by a detailed strategy for growth, and to the extent they are premised on the Debtors' participation in the Scheme, they are unsustainable. A full-text copy of Allstate's objection to amended plan and disclosure dated November 20, 2020, is available at https://tinyurl.com/y4uhlouq from PacerMonitor.com at no charge. Attorneys for Allstate: Donald F. Campbell, Jr., Esq. Giordano, Halleran & Ciesla, P.C. 125 Half Mile Road, Suite 300 Red Bank, New Jersey 07701 Tel: (732) 741 3900 Fax: (732) 224 6599 E-mail: dcampbell@ghclaw.com About Endo Surgical Center of North Jersey, P.C. Headquartered in Clifton, New Jersey, William Focazio, MD, PA, Endo Surgical Center of North Jersey, and Fenner Ave., LLC, are privately held companies that operate in the healthcare industry specializing in internal medicine and gastroenterology. William Focazio, MD, PA and its affiliates Endo Surgical Center of North Jersey and Fenner Ave., LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-10752, 18-10753 and 18-10755, respectively) on Jan. 13, 2018. William Focazio, M.D., principal, signed the petitions. At the time of filing, William Focazio, MD, PA has $1,130,000 in total assets and $12,830,000 in total liabilities; and Endo Surgical Center has $1,170,000 in total assets and $16,490,000 in total liabilities. Judge Vincent F. Papalia oversees the case. Trenk DiPasquale Della Fera & Sodono, P.C., is the Debtor's counsel. Virginia M. Plaza was appointed as the patient care ombudswoman for the Debtors. Rabinowitz, Lubetkin & Tully, LLC, serves as counsel to the PCO. WILLIAM FOCAZIO: Unsecureds Owed $3.24M to Get $150K in 8 Years --------------------------------------------------------------- William Focazio, MD, P.A. and Endo Surgical Center of North Jersey, P.C. filed the First Amended Disclosure Statement describing their proposed Chapter 11 Plan of Reorganization on October 23, 2020. Unsecured Creditors of Focazio MD PA are owed approximately $3,237,000. Unsecured creditors shall be paid pro rata $150,000 of their allowed claims over eight years. Payments will be made by the Reorganized Debtor and/or subsidized by Management Company on an as needed basis. Such payment shall be in the amount of $1,562.50 monthly. Unsecured creditors of Endo Surgical are approximately $6,000,000 in all Debtor's cases collectively. Unsecured creditors shall be paid pro rata $300,000 of their allowed claims over eight years on a monthly basis. Payments will be made by the Reorganized Debtor and/or Management Company on an as needed basis. Such payment shall be in the amount of $3,125 monthly. Dr. William J. Focazio will be retaining his equity interest in Focazio MD PA and Endo Surgical. The Reorganized Debtor is entering into a management agreement with RJ Capital Med, LLC ("RJ Capital" or the "Management Company") to provide operational cash and subsidize payment to certain creditors in the plan on an as needed basis. The Management Company will also provide capital to expand operations and operating capital. RJ Capital is owned and operated by Rudy Abramov. Neither RJ Capital nor Mr. Abramov or eny entity he owns, or controls has a relationship with the Debtors or Dr. Focazio, individually or any owned or controlled by or affiliated with Dr. Focazio. A full-text copy of the First Amended Disclosure Statement dated October 23, 2020, is available at https://tinyurl.com/y652osgn from PacerMonitor.com at no charge. Counsel for the Debtors: MCMANIMON, SCOTLAND & BAUMANN, LLC 75 Livingston Avenue, Suite 201 Roseland, NJ 07068 Tel: (973) 622-1800 Anthony Sodono, III Sari B. Placona About Endo Surgical Center of North Jersey, P.C. Headquartered in Clifton, New Jersey, William Focazio, MD, PA, Endo Surgical Center of North Jersey, and Fenner Ave., LLC, are privately held companies that operate in the healthcare industry specializing in internal medicine and gastroenterology. William Focazio, MD, PA and its affiliates Endo Surgical Center of North Jersey and Fenner Ave., LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-10752, 18-10753 and 18-10755, respectively) on Jan. 13, 2018. William Focazio, M.D., principal, signed the petitions. At the time of filing, William Focazio, MD, PA has $1,130,000 in total assets and $12,830,000 in total liabilities; and Endo Surgical Center has $1,170,000 in total assets and $16,490,000 in total liabilities. Judge Vincent F. Papalia oversees the case. Trenk DiPasquale Della Fera & Sodono, P.C., is the Debtor's counsel. Virginia M. Plaza was appointed as the patient care ombudswoman for the Debtors. Rabinowitz, Lubetkin & Tully, LLC, serves as counsel to the PCO. WIN BIG DEVELOPMENT: Unsecureds to Be Paid 120 Days After Last Sale ------------------------------------------------------------------- Win Big Development, LLC filed with the U.S. Bankruptcy Court for the District of Arizona a Disclosure Statement and Plan of Reorganization on October 23, 2020. The Debtor, through this Chapter 11, has two alternate ultimate goals. The first goal would be to obtain new financing to satisfy the ASFC loans and finish the projects for sale. If new financing is not found, Debtor will sell the parcels with the anticipated sales proceeds used to satisfy the first position loans, and all or a portion of the junior loans. Any net sales proceeds still remaining would be used to pay unsecured creditors. The August 2020 fire delayed Debtor in its ability to accomplish these goals. The Debtor currently anticipates selling all of the properties over the next three or four months. The Debtor has also entered into adequate protection payment agreements with Capital Fund I and II, LLC, and as to those lots upon which it has its secured liens. The funds needed to comply with Debtor's Chapter 11 Plan shall come from the sale of Debtor's real property and insurance proceeds. Class 10 consists of General Unsecured Claims. All allowed and approved claims under this Class shall be paid on a pro rata basis within 120 following the last of the sales of Debtor's real property. Class 10 is impaired. Equity interests in Debtor shall, following the sale of Debtor's real property and distributions shall have their interests cancelled. A full-text copy of the Disclosure Statement dated October 23, 2020, is available at https://tinyurl.com/yyd3z53t from PacerMonitor.com at no charge. Attorneys for Debtor: THE KOZUB LAW GROUP, PLC Richard W. Hundley, #019829 7537 East McDonald Drive Scottsdale, Arizona 85250 E-mail: mewak@kozublaw.com Tel: (480) 624-2700 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. WORK & SON: Competing Plans Headed for Jan. 6 Trial --------------------------------------------------- In the Chapter 11 cases of Work & Son, Inc., et al., Chapter 11 Trustee Stanley A. Murphy filed an Amended Plan of Liquidation and a corresponding Disclosure Statement. Signal Management Group, Inc., also filed an Amended Plan of Liquidation and a corresponding Disclosure Statement. Judge Caryl E. Delano has entered an order that the Trustee Disclosure Statement and the Signal Management Disclosure Statement are conditionally approved. The Court will conduct a hearing on confirmation of the Trustee Plan and the Signal Plan, including timely filed objections to confirmation, objections to the disclosure statements, motions for cramdown, applications for compensation, and motions for allowance of administrative claims on January 6, 2021 at 1:30 p.m. (EST) in Courtroom 9A, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue, Tampa, Florida. Any written objections to either of the Disclosure Statements must be filed and served no later than seven days prior to the Confirmation Hearing. Objections to confirmation of the Plans must be filed and served no later than seven days before the Confirmation Hearing. The Trustee and Signal Management must each file a ballot tabulation for their respective Plans no later than 96 hours before the date of the Confirmation Hearing. About Work & Son Work & Son Inc. and its affiliates are privately-held companies in the funeral services industry. On Nov. 18, 2018, Work & Son and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 18-09917). At the time of the filing, Work & Son was estimated to have assets of less than $50,000 and liabilities in the same range. Debtors tapped the Law Offices of Mary A. Joyner, PLLC as their legal counsel, and Dearolf & Mereness LLP as their accountant. Stanley Murphy was appointed as Debtors' Chapter 11 trustee. The trustee is represented by McIntyre Thanasides Bringgold Elliot Grimaldi Guito & Matthews, P.A. WORK & SON: Signal Management Proposes Acquisition Plan ------------------------------------------------------- Signal Management Group, Inc., submitted a Plan of Liquidation and a corresponding Disclosure Statement. In summary, the Plan provides for sale to and purchase by a purchaser immediately upon licensing approval of substantially all of the Debtor's assets for a purchase price estimated to pay all allowed claims with interest in full. The purchaser may purchase substantially all of the assets from the Liquidation Trust for a purchase price of $1,700,000, which will be paid the combination of cash, assumption of liabilities, and credits set forth in this section. Signal Management is the holder of an unsecured claim filed by Batesville Casket Company, Inc., filed in the amount of $347,227. A notice regarding the transfer of the claim was filed with the Bankruptcy Court on July 7, 2020. Signal's Plan identifies Signal Management as the purchaser. Class 7 Claims of General Unsecured Claims are impaired. The Liquidation Trustee shall pay to each Holder of an Allowed Unsecured Claim in Class 7 such Holder's pro rata share of Available Funds. The Initial Distribution shall be made in a lump sum as soon as practical on a date that is no earlier than 30 days after the Effective Date, or as otherwise ordered by the Bankruptcy Court. Class 8 Unsecured Claim of Signal Management are impaired. The Holder of the Class 8 Claim shall receive Distributions after the allowed Class 7 General Unsecured Claims have been paid in full. Class 9 Equity Interests are impaired. Holders of Allowed Class 9 Equity Interests shall be entitled to receive on account of their Allowed Class 9 Equity Interest a Pro-Rata Share of Available Funds until the available funds are exhausted. A full-text copy of the Signal Amended Disclosure Statement dated November 2, 2020, is available at https://www.pacermonitor.com/view/BTPTCXI/Work__Son_Inc__flmbke-18-09917__0391.0.pdf?mcid=tGE4TAMA A copy of the Signal Amended Plan is available at: https://www.pacermonitor.com/view/BWRSMQA/Work__Son_Inc__flmbke-18-09917__0390.0.pdf Attorneys for Signal: Scott A. Stichter (FBN 0710679) Elena Paras Ketchum (FBN 0129267) STICHTER, RIEDEL, BLAIN & POSTLER, P.A. 110 East Madison Street, Suite 200 Tampa, Florida 33602 Tel: (813) 229-0144 Fax: (813) 229-1811 E-mail: sstichter@srbp.com eketchum@srbp.com About Work & Son Work & Son Inc. and its affiliates are privately-held companies in the funeral services industry. On Nov. 18, 2018, Work & Son and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 18-09917). At the time of the filing, Work & Son was estimated to have assets of less than $50,000 and liabilities in the same range. Debtors tapped the Law Offices of Mary A. Joyner, PLLC as their legal counsel, and Dearolf & Mereness LLP as their accountant. Stanley Murphy was appointed as Debtors' Chapter 11 trustee. The trustee is represented by McIntyre Thanasides Bringgold Elliot Grimaldi Guito & Matthews, P.A. WORK & SON: Trustee Files Liquidating Plan ------------------------------------------ Stanley A. Murphey, as Chapter 11 Trustee for debtor Work & Son, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, a Disclosure Statement and a Plan of Liquidation on October 23, 2020. Class 13 shall consist of any and all Unsecured Claims against the Debtor, Estate and Trustee, through the Date of Confirmation. To the extent that there are funds remaining after payment for Allowed Administrative Expense Claims and Claims in Classes 1 through 7, Holders of Allowed Class 13 Claims shall be entitled to receive on account of their Allowed Class 13 Unsecured Claim a pro-rata share of Available Funds until their Allowed Class 13 Unsecured Claim is paid in full or the Available Funds are exhausted. Class 14 represents the equity owners of the Debtor and consists of Cliff Work and Keri Work. To the extent that there are funds remaining after payment for Allowed Administrative Expense Claims, Claims in Classes 1 through 13, Holders of Allowed Class 14 Equity Interest claims shall be entitled to receive on account of their Allowed Class 14 Equity Interest Claim a pro-rata share of Available Funds until the Available Funds are exhausted. The Plan is a liquidating plan that calls for the orderly liquidation of the Assets of the Debtor. The Plan shall be funded from the unrestricted Assets and future sale of the Assets and any profits from the operation of the Debtor until the Assets are liquidated. A full-text copy of the Disclosure Statement dated October 23, 2020, is available at https://tinyurl.com/y354r42r from PacerMonitor at no charge. Attorney for the Chapter 11 Trustee: Robert J. Wahl, Esq. McIntyre Thanasides Bringgold Elliot Grimaldi Guito & Matthews, P.A. 500 E. Kennedy Blvd., Suite 200 Tampa, FL 33602 Fax: 813-899-6069 Phone: 844-511-4800 About Work & Son Work & Son Inc. and its affiliates are privately-held companies in the funeral services industry. On Nov. 18, 2018, Work & Son and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 18-09917). At the time of the filing, Work & Son was estimated to have assets of less than $50,000 and liabilities in the same range. Debtors tapped the Law Offices of Mary A. Joyner, PLLC as their legal counsel, and Dearolf & Mereness LLP as their accountant. Stanley Murphy was appointed as Debtors' Chapter 11 trustee. The trustee is represented by McIntyre Thanasides Bringgold Elliot Grimaldi Guito & Matthews, P.A. XPO LOGISTICS: S&P Affirms 'BB' ICR, Outlook Stable Amid Spin-Off ----------------------------------------------------------------- S&P Global Ratings affirmed its 'BB' issuer credit rating on XPO Logistics Inc. The stable outlook reflects its expectation that the higher industry risk and cyclicality would likely offset any improvement in credit metrics. XPO has announced it intends to spin off its logistics segment. The remaining company would comprise XPO's transportation business, including its less-than-truckload (LTL), freight brokerage, and last-mile delivery operations. XPO's announcement provides greater visibility into what will comprise the remaining company. S&P said, “The affirmation of our 'BB' issuer credit rating and stable outlook follows XPO's announcement of its intent to spin off its contract logistics business. The transaction would result in a new company comprising XPO's global contract logistics and supply chain services. The remaining company, which we currently rate, would comprise global LTL transportation, freight brokerage, and last-mile delivery. Previously, in January 2020, the company announced it had initiated a strategic review that could have resulted in the sale or spin-off of one or more of its business units, including its North American logistics and European logistics and transportation operations. Based on the revised plan, we believe there is greater certainty regarding the remaining company's scale and competitive position." S&P said, "We expect the remaining company will be exposed to greater market cyclicality, potentially offsetting improved credit metrics. Currently, we believe XPO benefits from the diversification of its service offerings, revenue stability from the long-term contracts in its supply chain services business, and asset-light operations. The company has also demonstrated a record of improving operating efficiency within its trucking operations, with an operating ratio (operating expenses, including depreciation, as a percent of revenues) that has improved in recent years and compares favorably to competing carriers. Nonetheless, while XPO would retain its European transportation operations and its large truck brokerage business could somewhat counter LTL market volatility, we view the remaining business as having greater exposure to the more cyclical demand for LTL transportation and fewer lines of service. As a result, we believe the remaining company would operate in a higher-risk industry, which could offset improved leverage. "Our outlook is stable. We will continue to monitor XPO's plans to spin off its contract logistics operations and the subsequent capitalization of the company. However, at this time, we believe the increased industry risk and cyclicality associated with LTL operations will offset any improvement in credit metrics following the completion of the transaction. "We could lower our ratings on XPO over the next 12 months if we come to believe its competitive position or overall business risk is materially weaker following the divestiture of its contract logistics business. We could also lower our ratings if the company's credit metrics decline, with debt to EBITDA increasing above 4x and funds from operations (FFO) to debt falling below 20% on a sustained basis." S&P believes this would most likely occur if: -- The capitalization of the company following the divestiture leads to weaker credit metrics; or -- The company experiences a greater-than-expected impact from the coronavirus pandemic or slower-than-expected improvement in freight volumes. S&P could raise its ratings on XPO if credit metrics improved and the company's financial policy supported these metrics on a sustained basis. Specifically, S&P would expect debt to EBITDA to decrease below 3x and FFO to debt to increase above 30%. This could occur if: -- The capitalization of the company following the divestiture leads to improved credit metrics; -- Freight volumes increase more than we currently expect; or -- Earnings materially improve as a result of the company's ongoing cost and efficiency initiatives. YODEL TECHNOLOGIES: Court Conditionally Approves Disclosures ------------------------------------------------------------ Judge Michael G. Williamson has entered an order that the Disclosure Statement of Yodel Technologies, LLC is conditionally approved subject to the rights of parties to object. The Court will conduct a hearing on confirmation of the Plan, including timely filed objections to confirmation, objections to the Disclosure Statement, motions for cramdown, applications for compensation, and motions for allowance of administrative claims on Dec. 16, 2020 at 10:00 a.m. in Tampa, FL − Courtroom 8A, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue. Any written objections to the Disclosure Statement must be filed and served no later than seven (7) days prior to the date of the hearing on confirmation. Objections to confirmation must be filed and served no later than seven days before the date of the Confirmation Hearing. The Debtor must file a ballot tabulation no later than 96 hours prior to the time set for the Confirmation Hearing. Parties in interest must submit to the Clerk's office their written ballot accepting or rejecting the Plan no later than eight days before the date of the Confirmation Hearing. About Yodel Technologies Yodel Technologies, LLC -- https://www.yodelvoice.com/ -- is a Florida-based telemarketing company that develops and uses soundboard technology in combination with live agents to enhance interactions with prospective clients or customers. Yodel Technologies filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 20-00540) on Jan. 23, 2020. In the petition signed by Robert Pulsipher, managing member and chief operating officer, Debtor disclosed $3,126,219 in assets and $6,027,981 in liabilities. Judge Michael G. Williamson oversees the case. The Debtor tapped Buddy D. Ford, P.A. as bankruptcy counsel; Weinberg Partners, Ltd. as accountant; and Triumvir Management, LLC as property manager. YODEL TECHNOLOGIES: Unsecureds to Split $200,000 in Plan -------------------------------------------------------- Yodel Technologies, LLC, submitted a Corrected Plan of Reorganization to correct the treatment of Class 4. Under the Plan, unsecured creditors holding allowed claims will receive pro rata distributions over time. The Debtor will fund $200,000 to a plan pool for Class 3 General Unsecured Claims. Creditors in this class will receive a pro rata distribution of their claim, without interest, in 20 equal quarterly distributions of $10,000, with payments commencing on the start of the calendar quarter immediately following the Effective Date of Confirmation and continuing for a total of twenty consecutive quarters. Class 4 Equity Security Holders and Insider Claims of the Debtor are impaired. Claimants in this class will receive no distributions on their claims until such time as the Debtor has made all distributions required under Class 2. The Debtor's Plan will be funded by the revenue generated by the Debtor's continued operations post-confirmation. A full-text copy of the Corrected Plan of Reorganization dated November 16, 2020, is available at https://www.pacermonitor.com/view/HSGXSZA/Yodel_Technologies_LLC__flmbke-20-00540__0139.0.pdf?mcid=tGE4TAMA A full-text copy of the Disclosure Statement dated October 22, 2020, is available at https://www.pacermonitor.com/view/YU4TL4Q/Yodel_Technologies_LLC__flmbke-20-00540__0128.0.pdf?mcid=tGE4TAMA Attorney for the Debtor: Buddy D. Ford, Esquire (FBN: 0654711) Jonathan A. Semach, Esquire (FBN: 0060071) Heather M. Reel, Esquire (FBN: 0100357) BUDDY D. FORD, P.A. 9301 West Hillsborough Avenue Tampa, Florida 33615-3008 Telephone: (813) 877-4669 Facsimile: (813) 877-5543 Office Email: All@tampaesq.com Email: Buddy@tampaesq.com Email: Jonathan@tampaesq.com Email: Heather@tampaesq.com About Yodel Technologies Yodel Technologies, LLC -- https://www.yodelvoice.com/ -- is a Florida-based telemarketing company that develops and uses soundboard technology in combination with live agents to enhance interactions with prospective clients or customers. Yodel Technologies filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 20-00540) on Jan. 23, 2020. In the petition signed by Robert Pulsipher, managing member and chief operating officer, Debtor disclosed $3,126,219 in assets and $6,027,981 in liabilities. Judge Michael G. Williamson oversees the case. The Debtor tapped Buddy D. Ford, P.A. as bankruptcy counsel; Weinberg Partners, Ltd. as accountant; and Triumvir Management, LLC as property manager. YOUFIT HEALTH CLUBS: Committee Slams Proposed Sale Timeline, DIP ---------------------------------------------------------------- Law360 reports that the official committee of unsecured creditors in the Chapter 11 case of gym chain YouFit Health Clubs LLC objected to the debtor's proposed sale timeline and use of post-petition financing, saying the entire case is being run for the benefit of secured creditors which are wearing multiple hats in the case. In the objection, the committee said it was formed and retained counsel Nov. 19, 2020 and has been thrust into an expedited sale process that has prepetition secured lenders serving as debtor-in-possession lenders as well as a stalking horse bidder for a sale of assets envisioned to close. About YouFit Health Clubs LLC YouFit Health Clubs, LLC, and its affiliates own and operate 85 fitness clubs in the states of Alabama, Arizona, Florida, Georgia, Louisiana, Maryland, Pennsylvania, Rhode Island, Texas, and Virginia. On the Web: https://www.youfit.com/ On Nov. 9, 2020, YouFit Health Clubs and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12841). YouFit was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities as of the filing. The Hon. Mary F. Walrath is the case judge. The Debtors tapped GREENBERG TRAURIG, LLP, as general bankruptcy counsel; and FOCALPOINT SECURITIES, LLC as investment banker. RED BANYAN GROUP, LLC, is the communications consultant. DONLIN RECANO & COMPANY, INC., is the claims agent. HILCO REAL ESTATE, LLC, is the real estate advisor. YOUFIT HEALTH CLUBS: Resolves $32M Loan Dispute With Committee -------------------------------------------------------------- Law360 reports that a Delaware judge agreed Friday to grant final approval to bankrupt gym chain owner YouFit Health Clubs LLC for a $31.8 million debtor-in possession financing package after resolving objections raised by the official committee of unsecured creditors. During a virtual hearing, debtor attorney Eric Howe of Greenberg Traurig LLP said the debtor reached agreement with the committee shortly before the proceedings began Friday, December 4, 2020, by consenting to changes to the budget for use of DIP funds that will increase the cash available for funding the committee's work in the case. About YouFit Health Clubs YouFit Health Clubs, LLC, and its affiliates own and operate 85 fitness clubs in the states of Alabama, Arizona, Florida, Georgia, Louisiana, Maryland, Pennsylvania, Rhode Island, Texas, and Virginia. On the Web: https://www.youfit.com/ On Nov. 9, 2020, YouFit Health Clubs and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12841). YouFit was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities as of the filing. The Hon. Mary F. Walrath is the case judge. The Debtors tapped GREENBERG TRAURIG, LLP, as general bankruptcy counsel; and FOCALPOINT SECURITIES, LLC as investment banker. RED BANYAN GROUP, LLC, is the communications consultant. DONLIN RECANO & COMPANY, INC., is the claims agent. HILCO REAL ESTATE, LLC, is the real estate advisor. ZAXBY'S OPERATING: S&P Assigns 'B' ICR, Outlook Stable ------------------------------------------------------ S&P Global Ratings assigned a 'B' issuer credit rating to Athens, Ga.-based quick service restaurant (QSR) operator and franchisor Zaxby's Operating Co. LP. At the same time S&P assigned a 'B' issue-level rating and a '3' recovery rating to the company's proposed first-lien facilities and a 'CCC+' issue-level rating and a '6' recovery to the company's proposed second-lien facility. S&P said, The stable outlook reflects our expectation that strategic initiatives at operated restaurants and expansion of the franchise base will improve Zaxby's profitability leading to deleveraging and stable free cash flow generation. "Our rating reflects Zaxby's high leverage and participation in the intensely competitive QSR segment." Zaxby's is a relatively small regional player in the QSR industry with a store base of about 900 units. The concept has good expansion prospects and we expect store growth and other operational initiatives to accelerate following the transaction. Zaxby's restaurants are geographically concentrated in the Southeastern U.S. with more than 60% located in Georgia, Florida, and the Carolinas. Although Zaxby's has a good presence in its core market, S&P notes brand recognition beyond those markets is a risk to expansion plans. Positive elements of the credit profile include Zaxby's above average unit volumes and highly franchised restaurant base. Zaxby's has high unit volumes of approximately $2.1 million, above the average of $1.8 million for peers, reflecting good demand in its core markets. Additionally, a significant portion (85% of system-wide units) are franchised, a positive credit factor given the predictable stream of cash flow from royalties. S&P expects the company will reinvest in its business through new store expansion, remodels, and technology investment, and forecast significant capital expenditures through the projection period. The capital structure is highly leveraged and deleveraging is subject to execution risks. S&P said, "We expect adjusted leverage in the low- to mid-7x area in 2020 declining to the high-6x area in 2021. We forecast steady deleveraging as EBITDA expands because of store growth, while the company maintains the approximately 85% franchised mix resulting in stable free cash flow. However, given the majority financial sponsor ownership, we expect the company could pursue further leveraging transactions in the future. "Given the shift in consumer preference to off-premise dining amid the COVID-19 pandemic, restaurants are rapidly adapting by building digital capabilities, improving drive-thru efficiency, and growing use of third-party delivery platforms. As Zaxby's enhances its digital capabilities, we believe there are execution and competitive risks against its larger, better capitalized peers. As the company grows outside its core market and rapidly expands its franchise base, there are risks around site selection and building brand awareness. In addition, Zaxby's has a diverse group of franchisees operating typically less than five units each, which could introduce complications in executing new initiatives consistently among an expanding group of partners. We believe the retained minority ownership by the founder and CEO gives strength and continuity to the vision and may support buy in and execution of initiatives by franchisees." Zaxby's has demonstrated a resilient business model during the pandemic. Zaxby's same-store sales in the second and third quarter improved by 4.7% and 8.5%, respectively. S&P said, "We believe QSR's have been well positioned for the pandemic, owing to their drive-thru channel that is conducive to social distancing practices. Prior to the COVID-19 pandemic Zaxby's was well positioned with about 80% of sales being off-premise. As dining rooms closed, Zaxby's was able to quickly pivot to entirely drive-thru. In addition, Zaxby's saw higher check averages as more consumers placed larger orders and Zaxby's introduced new family pack offerings. We believe Zaxby's will remain resilient through the pandemic, and we anticipate modest revenue growth in the mid-single-digit range in 2021." The stable outlook reflects S&P's expectation that strategic initiatives at operated restaurants and expansion of the franchise base will improve Zaxby's profitability leading to adjusted debt to EBITDA trending toward the 7x area and free cash flow between $50 million and $60 million in 2021. S&P could lower the rating if: -- S&P does not expect credit measures to improve; for instance, debt to EBITDA will likely remain higher than 7.0x; -- S&P anticipates weak cash flow generation; and -- S&P believes the company is unable to build a track record of successful store growth. S&P could raise the rating if: -- S&P expects leverage will remain below 5.5x; -- S&P is highly confident that the company can broaden its operational scale and grow profitability significantly through successful new store development; and -- S&P believes the company has adopted a less-aggressive financial policy and is unlikely to increase leverage above 5.5x. [*] Bankruptcies Drop to 14-Year Low as COVID-19 Cases Rise ----------------------------------------------------------- Reuters reports that the U.S. bankruptcy filings fell last November 2020 declined to its lowest in more than 14 years, according to data compiled by Epiq Systems and provided by the American Bankruptcy Institute, a jarring disconnect with a worsening economic outlook as COVID-19 cases surge. The 34,440 bankruptcy filings of all types in November 2020 was the lowest monthly total since January 2006, driven by a decline in non-commercial filings. "These historic low bankruptcy filings reflect the overall uncertainty about our economic recovery," said Deirdre O'Connor, managing director of corporate restructuring at Epiq. [*] CRANFILL SUMNER: When Good Tenants Go Bankrupt -------------------------------------------------- Robert El-Jaouhari of Cranfill Sumner & Hartzog LLP wrote an article on JDSupra titled "When Good Tenants go Bankrupt: Top Things Commercial Landlords Need to Know." Sometimes the result of even a good business is bankruptcy, particularly as COVID-19 and its economic and regulatory impacts run through plans that were otherwise well-laid. This article provides no advice for a business seeking bankruptcy protection but highlights certain things commercial landlords should know when they're unwittingly drawn into a tenant's bankruptcy as a creditor. * Most of your relationship with your tenant is put on hold. The mainstay of bankruptcy is the automatic stay, which prevents a landlord from taking just about every action against a tenant in bankruptcy. The safe bet is to put all action on hold unless and until the landlord has an order from the bankruptcy court allowing the landlord to proceed with things like evictions or collections actions – failing to respect the automatic stay (which is in the truest sense automatic, as it usually requires no notice or opportunity for a creditor to be heard) can result in severe penalties, especially if intentional. Indeed, not every commercial landlord's action is automatically stayed: a commercial landlord could obtain possession of the real estate if the lease term ended before, or even during, the tenant's bankruptcy. However, this kind of action must be taken very carefully and with guidance of an attorney, because it can be easy to slip into a violation of the automatic stay and be punished by the bankruptcy court for doing so. For example, taking possession of the tenant's equipment or inventory is not allowed absent a court order, and a landlord finds itself in a quandary if it tries to take possession of a premises filled with the tenant's (read: the bankruptcy estate's) property that it cannot touch. In addition, lease terms will need to be carefully examined to determine whether its terms qualify for the stay exception. All that said, commercial landlords should take no action against a tenant in bankruptcy until advised by an attorney and should be prepared to proceed carefully if at all. * Your tenant could reject, assume, or assume and assign your lease. An expired commercial lease does not become property of the bankruptcy estate and has options for treatment going forward that you can discuss with your attorney. An unexpired commercial lease, however, is subjected to something of a balancing act by the Bankruptcy Code. The Code allows a tenant to either assume or reject the lease under certain conditions, and even allows the tenant to assign the lease to a third party if assumed. This means that you might find yourself with a brand-new tenant of someone else's choosing by the time the bankruptcy ends. The tenant in bankruptcy has to meet several requirements to have this right to assume-and-assign, however, and landlords enjoy some protections when it comes to who any new tenant will be. This ability to assume-and-assign can be a strong negotiation tool in the tenant’s toolbox, particularly in a chapter 11 where your tenant has a buyer that wants to negotiate terms or concessions, but your ability to insist on the Bankruptcy Code's requirements for assumption-and-assignment can help you negotiate from a strong position as well. * You can still have your rents paid, but with varying degrees of success depending on your lease terms and the facts of your case. A commercial landlord's payments from a bankruptcy estate depend on a variety of factors, including whether or not the lease is expired and whether or not you have a security interest in the tenant's property. Your most straightforward (and probably earliest) foray into your tenant's bankruptcy will probably take the form of a proof of claim where your attorney will identify the amount of your claim, its status as secured or unsecured, and certain other items (and attachments) depending on the type of claim you have and the facts of your case. If your claim is unsecured, it will be funneled into the pool of unsecured creditors that get paid near the end of the line, usually in pennies rather than dollars. If you're able to make and keep a secured claim (for example, if you have a security interest in the tenant's personal property under your lease) you'll be able to claim better payment treatment than unsecured creditors. If you're a commercial landlord with an unexpired lease, the bankruptcy trustee is required to pay continuing rents under the lease until it decides whether to assume or reject the lease. These continuing payments should be made timely by the trustee, but some debtors politely fail to make timely payments and push a landlord to either wait for payment or move the Bankruptcy Court for relief. Ultimately, these continuing rents are afforded administrative priority for payments from the bankruptcy estate, which means they'll get better payment treatment than many of the other creditors in the bankruptcy. If the tenant in bankruptcy decides to reject your lease, you'll then be able to make a claim against the estate for the unpaid rents under the lease, but the amount of future rents you can claim is capped by the Bankruptcy Code to the greater of one year of rents or 15% of the remaining term of the lease (but not to exceed three years). *** Proceedings in bankruptcy can have lots of moving parts, particularly depending on the filing chapter, the debtor, and the debtor's expectations or plans for the bankruptcy. Your decisions on how to handle your tenant's bankruptcy will depend on your discussions with your attorney about the risks and rewards involved with each of your options and will depend even more so on the Bankruptcy Code's limitations on your options. Your attorney can help you navigate these options and can guide you through a bankruptcy that you did not choose to join. [*] JENNINGS STROUSS: Qualifications of Small Business Debtor ------------------------------------------------------------- Joel Newell of Jennings, Strouss & Salmon, PLC wrote an article on JDSupra titled "Does my Business Qualify as a Small Business Debtor?" The new Subchapter V of Chapter 11 of the Bankruptcy Code (Subchapter V) was enacted through legislation known as the Small Business Reorganization Act of 2019 (SBRA); and, went into effect on February 19, 2020. Shortly after, the COVID-19 pandemic impacted the nation. In response, and on March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (CARES Act) became effective. This brief albeit now commonly known legislation is important to consider in light of the remaining time period for the increased debt limits that impact small businesses seeking relief as a small business Subchapter V debtor. The Bankruptcy Code defines a "small business debtor" as follows, (51D) The term "small business debtor"- (A) subject to subparagraph (B), means a person engaged in commercial or business activities (including any affiliate of such person that is also a debtor under this title and excluding a person whose primary activity is the business of owning single asset real estate) that has aggregate noncontingent liquidated secured and unsecured debts as of the date of the filing of the petition or the date of the order for relief in an amount not more than $[7,500,000] (excluding debts owed to 1 or more affiliates or insiders) not less than 50 percent of which arose from the commercial or business activities of the debtor; and (B) does not include- (i) any member of a group of affiliated debtors that has aggregate noncontingent liquidated secured and unsecured debts in an amount greater than $[7,500,000] (excluding debt owed to 1 or more affiliates or insiders); . . . . In the matter of In re 305 Petroleum, Inc., Pacific Pleasant Investments, LLC, Pleasant Point Investments, LLC, 2020 WL 6363718 (Bankr.N.D.Miss. 2020), 4 separate, but affiliated, entities sought relief as Subchapter V debtors. Three of the 4 classified as a small business under 11 U.S.C. Sec. 101(51D). However, the fourth was a single asset real estate debtor as defined under 11 U.S.C. Sec. 101(51B). The Court recognized that SBRA was enacted to make reorganization for small business "easier" stating that the narrow issue presented for consideration was whether the debtors, collectively, met the definition of small business debtors. The Court determined that a debtor must satisfy both provisions of 11 U.S.C. Sec. 101(51D)(A) and (B) to qualify as a small business. The single asset real estate business (Premier Petroleum Investment, LLC) did not qualify as a small business. But since it was an affiliate of the other Debtors its (meaning Premier Petroleum Investment, LLC) outstanding obligations were included when accounting for the aggregate liabilities under 11 U.S.C. Sec. 101(51D)(B). As a result, none of the 4 debtors qualified as a "small business debtor"; and, each of the cases were reclassified to a standard Chapter 11 case. It is also important to note that the parties in 305 Petroleum stipulated to the fact that the single asset real estate business (Premier Petroleum Investment, LLC) was an "affiliate." The determination of whether an entity is an affiliate will be on a case-by-case basis given the facts of the entities seeking to be classified as a "small business debtor." 11 U.S.C. Sec. 101(51D)(A) includes "affiliates" that are also a "debtor under this title." Therefore, if Premier Petroleum Investment, LLC (the single asset real estate entity) had not filed for bankruptcy, would the Court have ruled the same? Probably not. To take the possibilities one step further, as mentioned in my prior blog post "Common Misunderstandings or Oversights that Members of a Family Business May Be Prone to as They Weigh Whether to File for Bankruptcy" on November 9, 2020, the inclusion of non-debtor (but affiliated) entities are becoming more susceptible to substantive consolidation. Therefore, could a contentious party (or creditor) seek to substantively consolidate the affiliated entity into the bankruptcy in an effort to disqualify the otherwise qualified small business debtor from the SBRA? There are approximately 4 months until the increased debt limit provided for in the CARES Act expires, unless otherwise extended or changed by future legislation. Bloomberg Law recently reported that 18% of Chapter 11 cases filed from January 1, 2020, through October 31, 2020, were Subchapter V cases. A portion of these Subchapter V cases would not otherwise have been permitted except for the increase in debt limits provided for in the CARES Act. Thus, the impact on what would classify as a small business debtor today will significantly change in 4 months. Especially if a related entity is deemed an affiliate and blocks the small business from the advantages provided in SBRA. [*] Treasury-Led Panel Warns on Rise of COVID Bankruptcies ---------------------------------------------------------- Jesse Hamilton of Bloomberg News reports that a powerful panel of U.S. regulators is warning that a surge in coronavirus-driven bankruptcies could jam up the court system so badly that corporations might go into liquidation while they await hearings. In its final annual report released during the Trump Administration, the Financial Stability Oversight Council outlined dangerous trends in leveraged lending, short-term funding markets and other corners of finance. With so many companies suffering clash flow shortages during the economic downturn, the group said businesses may struggle to pay their debts. And with courts overwhelmed with bankruptcies, risks are rising that firms won't be able to restructure their businesses. [^] BOND PRICING: For the Week from Nov. 30 to Dec. 4, 2020 ----------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- AMC Entertainment Holdings AMC 5.750 22.834 6/15/2025 AMC Entertainment Holdings AMC 6.125 21.161 5/15/2027 AMC Entertainment Holdings AMC 5.875 18.134 11/15/2026 American Energy- Permian Basin LLC AMEPER 12.000 1.461 10/1/2024 American Energy- Permian Basin LLC AMEPER 12.000 1.461 10/1/2024 BPZ Resources BPZR 6.500 3.017 3/1/2049 Basic Energy Services BASX 10.750 19.294 10/15/2023 Basic Energy Services 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 41.923 12/1/2023 CEC Entertainment CEC 8.000 8.000 2/15/2022 Calfrac Holdings LP CFWCN 8.500 9.624 6/15/2026 Calfrac Holdings LP CFWCN 8.500 9.624 6/15/2026 Chesapeake Energy Corp CHK 11.500 15.500 1/1/2025 Chesapeake Energy Corp CHK 11.500 16.000 1/1/2025 Chesapeake Energy Corp CHK 5.500 5.813 9/15/2026 Chesapeake Energy Corp CHK 6.625 5.688 8/15/2020 Chesapeake Energy Corp CHK 5.750 5.750 3/15/2023 Chesapeake Energy Corp CHK 8.000 6.500 6/15/2027 Chesapeake Energy Corp CHK 6.875 4.753 11/15/2020 Chesapeake Energy Corp CHK 4.875 6.250 4/15/2022 Chesapeake Energy Corp CHK 7.000 5.625 10/1/2024 Chesapeake Energy Corp CHK 8.000 5.875 1/15/2025 Chesapeake Energy Corp CHK 7.500 6.063 10/1/2026 Chesapeake Energy Corp CHK 8.000 5.750 3/15/2026 Chesapeake Energy Corp CHK 8.000 5.500 3/15/2026 Chesapeake Energy Corp CHK 6.875 5.215 11/15/2020 Chesapeake Energy Corp CHK 8.000 5.475 6/15/2027 Chesapeake Energy Corp CHK 8.000 5.567 1/15/2025 Chesapeake Energy Corp CHK 8.000 5.500 3/15/2026 Chesapeake Energy Corp CHK 8.000 5.567 1/15/2025 Chesapeake Energy Corp CHK 8.000 5.475 6/15/2027 Chinos Holdings CNOHLD 7.000 0.332 N/A Chinos Holdings CNOHLD 7.000 0.332 N/A Dean Foods Co DF 6.500 0.500 3/15/2023 Dean Foods Co DF 6.500 0.750 3/15/2023 Diamond Offshore Drilling DOFSQ 7.875 7.875 8/15/2025 Diamond Offshore Drilling DOFSQ 5.700 9.500 10/15/2039 Diamond Offshore Drilling DOFSQ 3.450 7.875 11/1/2023 Diamond Offshore Drilling DOFSQ 4.875 7.750 11/1/2043 ENSCO International VAL 7.200 5.000 11/15/2027 Energy Conversion Devices ENER 3.000 7.875 6/15/2013 Energy Future Competitive Holdings Co LLC TXU 1.026 0.072 1/30/2037 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 29.919 7/15/2023 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 30.334 7/15/2023 Extraction Oil & Gas XOG 7.375 18.500 5/15/2024 Extraction Oil & Gas XOG 5.625 18.500 2/1/2026 Extraction Oil & Gas XOG 7.375 18.751 5/15/2024 Extraction Oil & Gas XOG 5.625 19.069 2/1/2026 Federal Farm Credit Banks Funding Corp FFCB 0.720 99.689 2/20/2025 Federal Home Loan Mortgage FHLMC 0.500 99.795 6/8/2023 Federal Home Loan Mortgage FHLMC 1.490 99.513 9/7/2023 Federal Home Loan Mortgage FHLMC 0.400 99.743 3/8/2023 Federal Home Loan Mortgage FHLMC 0.320 99.812 6/8/2022 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 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 49.188 9/15/2022 Frontier Communications Corp FTR 7.125 45.750 1/15/2023 Frontier Communications Corp FTR 8.750 46.750 4/15/2022 Frontier Communications Corp FTR 6.250 45.600 9/15/2021 Frontier Communications Corp FTR 9.250 44.875 7/1/2021 Frontier Communications Corp FTR 10.500 49.393 9/15/2022 Frontier Communications Corp FTR 10.500 49.393 9/15/2022 GNC Holdings GNC 1.500 1.250 8/15/2020 GTT Communications GTT 7.875 37.804 12/31/2024 GTT Communications GTT 7.875 37.299 12/31/2024 General Electric Co GE 5.000 90.750 N/A Global Eagle Entertainment GEENQ 2.750 0.500 2/15/2035 Goodman Networks GOODNT 8.000 53.000 5/11/2022 Great Western Petroleum LLC / Great Western Finance Corp GRTWST 9.000 57.915 9/30/2021 Great Western Petroleum LLC / Great Western Finance Corp GRTWST 9.000 57.860 9/30/2021 Guitar Center GTRC 13.000 47.842 4/15/2022 Hertz Corp/The HTZ 6.250 45.005 10/15/2022 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 40.998 10/15/2022 Host Hotels & Resorts LP HST 4.750 107.548 3/1/2023 ION Geophysical Corp IO 9.125 66.270 12/15/2021 ION Geophysical Corp IO 9.125 65.788 12/15/2021 ION Geophysical Corp IO 9.125 65.788 12/15/2021 ION Geophysical Corp IO 9.125 65.788 12/15/2021 International Wire Group ITWG 10.750 88.635 8/1/2021 International Wire Group ITWG 10.750 88.635 8/1/2021 J Crew Brand LLC / J Crew Brand Corp JCREWB 13.000 52.912 9/15/2021 JC Penney Corp JCP 5.875 9.000 7/1/2023 JC Penney Corp JCP 5.875 8.556 7/1/2023 JC Penney Corp JCP 7.125 0.200 11/15/2023 JCK Legacy Co MNIQQ 6.875 0.600 3/15/2029 Jonah Energy LLC / Jonah Energy Finance Corp JONAHE 7.250 0.500 10/15/2025 Jonah Energy LLC / Jonah Energy Finance Corp JONAHE 7.250 0.854 10/15/2025 K Hovnanian Enterprises HOV 5.000 11.644 2/1/2040 K Hovnanian Enterprises HOV 5.000 11.644 2/1/2040 LSC Communications LKSD 8.750 16.063 10/15/2023 LSC Communications LKSD 8.750 15.581 10/15/2023 Lehman Brothers Holdings LEH 6.000 0.484 7/20/2029 Liberty Media Corp LMCA 2.250 47.600 9/30/2046 MAI Holdings MAIHLD 9.500 16.238 6/1/2023 MAI Holdings MAIHLD 9.500 16.238 6/1/2023 MAI Holdings MAIHLD 9.500 16.238 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 4.339 7/1/2022 NWH Escrow Corp HARDWD 7.500 32.750 8/1/2021 NWH Escrow Corp HARDWD 7.500 32.094 8/1/2021 Nationstar Mortgage Holdings Inc NSM 9.125 109.283 7/15/2026 Nationstar Mortgage Holdings Inc NSM 9.125 109.077 7/15/2026 Navient Corp NAVI 3.460 99.224 12/15/2020 Neiman Marcus Group LLC/The NMG 7.125 4.391 6/1/2028 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.000 4.156 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 5.161 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 4.156 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.750 5.161 10/25/2024 Nine Energy Service NINE 8.750 31.703 11/1/2023 Nine Energy Service NINE 8.750 31.809 11/1/2023 Nine Energy Service NINE 8.750 32.593 11/1/2023 Northwest Hardwoods HARDWD 7.500 32.750 8/1/2021 Northwest Hardwoods HARDWD 7.500 32.476 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 66.227 6/1/2021 Peabody Energy Corp BTU 6.000 41.713 3/31/2022 Peabody Energy Corp BTU 6.375 26.409 3/31/2025 Peabody Energy Corp BTU 6.375 26.279 3/31/2025 Peabody Energy Corp BTU 6.000 41.138 3/31/2022 Pride International LLC VAL 6.875 6.263 8/15/2020 Pride International LLC VAL 7.875 8.000 8/15/2040 Renco Metals RENCO 11.500 24.875 7/1/2003 Republic Services RSG 3.550 103.738 6/1/2022 Revlon Consumer Products REV 6.250 28.270 8/1/2024 Rolta LLC RLTAIN 10.750 4.458 5/16/2018 Ryder System R 3.500 101.291 6/1/2021 SESI LLC SPN 7.125 28.943 12/15/2021 SESI LLC SPN 7.125 29.000 12/15/2021 SESI LLC SPN 7.750 30.229 9/15/2024 SESI LLC SPN 7.125 28.910 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 2.439 10/15/2018 Sears Holdings Corp SHLD 6.625 2.439 10/15/2018 Sears Roebuck Acceptance Corp SHLD 7.500 0.799 10/15/2027 Sears Roebuck Acceptance Corp SHLD 7.000 0.626 6/1/2032 Sears Roebuck Acceptance Corp SHLD 6.500 1.106 12/1/2028 Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014 Senseonics Holdings SENS 5.250 30.063 1/15/2025 Senseonics Holdings SENS 5.250 42.857 2/1/2023 Summit Midstream Partners LP SMLP 9.500 22.000 N/A TerraVia Holdings TVIA 5.000 4.644 10/1/2019 Toys R Us TOY 7.375 1.317 10/15/2018 Transworld Systems TSIACQ 9.500 27.000 8/15/2021 Ultra Resources Inc/US UPL 11.000 5.125 7/12/2024 Voyager Aviation Holdings LLC / Voyager Finance Co VAHLLC 9.000 56.157 8/15/2021 Voyager Aviation Holdings LLC / Voyager Finance Co VAHLLC 9.000 55.848 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 ***